TIDMCOM
RNS Number : 8649Y
Comptoir Group PLC
10 May 2023
10 May 2023
Comptoir Group Plc
("Comptoir", the "Group" or the "Company")
FY 2022 Results - Building the Foundations for Growth and
Recovery
Highlights:
-- Group revenue increased 49.7% to GBP31.0m (2021 restated: GBP20.7m).
-- Gross profit up 44.3% to GBP24.4m (2021 restated: GBP16.9m).
-- Adjusted EBITDA* before highlighted items of GBP6.3m (2021: GBP6.4m).
-- Cash and cash equivalents balance at the period end of
GBP9.9m and a net cash position of GBP7.7m (2021: GBP7.1m).
-- Basic EPS of 0.48 pence (2021: 1.34 pence).
-- Highly experienced Chair, CEO and non-Executive Director
appointed to significantly strengthen the senior leadership team
and accelerate the Company's growth trajectory.
-- Two new franchise restaurants opened in Stansted and Qatar airports.
Dr Beatrice Lafon, Non-Executive Chair, said:
"In my first year as Chair, I am delighted to be reporting that
Comptoir has performed well against the well documented headwinds
affecting the industry.
"This was a pivotal year for the Group as it recovered from the
challenges presented by the pandemic and was required to address
unprecedented inflationary pressures on food and energy prices.
Sales increased by almost 50% and underlying profit was maintained
as we returned to a normalised trading position compared to the
previous two years. Our 'Back-to-Basics' programme was launched in
September, improving staff retention by 10% and doubling our guest
satisfaction scores. We also delivered a new menu attracting
value-conscious customers. We opened two new franchise restaurants
in Stansted and Qatar airports over the course of the year.
"We were delighted to appoint Nick Ayerst as CEO in October.
Nick brings a wealth of experience from his previous roles at LEON
and The Restaurant Group. The Board and executive management are
focused on reinvesting in the business and its people, building
strong foundations for growth.
"I would like to thank our teams for their commitment as we
evolve the way we serve our guests, as well as our suppliers,
partners, and shareholders for their ongoing support. Together, we
will continue to drive the success of Comptoir Group, building an
even brighter future for our business and our people."
*Adjusted EBITDA was calculated from the profit/(loss) before
taxation adding back interest, depreciation, share-based payments
and non-recurring costs (note 4). Post IFRS 16.
Enquiries:
Comptoir Group plc via Camarco
Beatrice Lafon, Non-Executive Chair
Nick Ayerst, CEO
Michael Toon, FD
finnCap Ltd (Nominated Adviser and Broker)
Simon Hicks 0207 220 0500
Camarco (Media Contact)
Jennifer Renwick
jennifer.renwick@camarco.co.uk 0203 757 4994
Notes to Editors
About Comptoir Group
Comptoir Group PLC owns and operates 26 Lebanese restaurants,
six of which are franchised, based predominately in the UK. The
flagship brand of the group, Comptoir Libanais, is a collection of
20 restaurants located across London and nationwide, including
cities such as Manchester, Bath, Birmingham, Oxford and Exeter.
The name Comptoir Libanais means Lebanese Counter and is a place
where guests can eat casually and enjoy Middle Eastern food, served
with warm and friendly hospitality, just like back home.
The Group also operates Shawa, serving traditional shawarmas
through a counter service model in Westfield and Bluewater shopping
centres, Yalla-Yalla with branches near Oxford Circus and in Soho,
and entertainment venue Kenza, located in Devonshire Square,
London.
The group has expanded internationally with its franchise
partners HMSHOST, with restaurants in the Netherlands, Qatar and
Dubai.
Chief Executive's Review
Comptoir Group is a dynamic, bold and innovative hospitality
company committed to delivering exceptional hospitality experiences
that celebrate the rich cultural heritage of Lebanon.
With a passion for our food, and a focus on quality ingredients,
our restaurants offer an authentic taste of the region's diverse
and vibrant cuisine.
We are dedicated to providing outstanding guest hospitality by
creating a welcoming and inviting atmosphere that inspires guests
to return time and time again. At Comptoir Group we are driven by a
desire to share our love of our delicious food with the wider
world.
The Group entered 2022 in good financial shape. Sales recovered
throughout the year against the backdrop of the worst
cost-of-living crises in recent memory. Food, labour and energy
inflation, as well as industrial unrest, meant the business had a
number of challenges to tackle, none of which were expected.
Beyond addressing the challenges mentioned above, Comptoir Group
with the full support of the Board and the Senior Leadership Team
looked to position itself for future growth with significant
investment in people, ongoing updates to our restaurants and
increasing its focus to become a carbon neutral operator. In 2022
we moved to 100% recyclable packaging in Comptoir Libanais and
signed our first contract for green electricity.
2022 was a period of transition for the Group and I am delighted
and honoured to be in a position as CEO to deliver my first report
on the performance across the business.
Trading
Comparisons to prior years are difficult due to the extended
impact of Covid related restrictions between March 2020 and January
2022. However, for the last 6 months of the financial year when
compared to 2019 (that being the last comparable period of no
interruption) we saw encouraging like-for-like growth, which
against the backdrop of external pressures, we believe to be a good
trading performance.
Comptoir Group are not immune to the inflationary pressures on
the Hospitality industry in general and we took steps to mitigate
this impact without compromising the offer to our guests. A 2-year
contract hedge on utilities ended in September 2022, and we fixed
for another 12 months until September 2023.
Supply chain management was brought in-house for the first time
with a clear strategy for control and consolidation that helped
mitigate the worst of the external turmoil. During quarter 4 and
continuing into 2023 we carried out significant menu re-engineering
exercises across the Group. This covered both food and drink and
allowed us to offset some of the inflationary pressures and VAT
increases to protect margins with only modest price increases. We
continue to closely monitor guest sentiment in respect of the value
proposition. Our Central Production Unit enables us to control
quality and respond quickly to changing circumstances.
People
The teams across all our restaurants and at the Support Office
once again showed exceptional commitment to providing our guests
with a high-quality experience. We are privileged to have a
significant proportion of the team who have been with us for many
years and this commitment and experience have enabled us to not
lose a single day of trade over the last 3 years due to staffing
issues. We are back near to our optimum employment levels and have
strong retention KPIs, together with improved terms and conditions
for our teams.
During the year we improved pay rates, bonus potential and added
or enhanced other benefits such as health care as well as financial
and mental well-being support. We introduced incentives relating to
guest satisfaction scores ranging from mystery guest scores to
Google reviews.
In anticipation of future expansion and strategic planning we
have strengthened our management structure throughout the year with
key appointments in marketing, procurement and food
development.
Technology
Technology is an important element of the Comptoir Group
strategy to help enhance the guest journey as well as improve the
efficiency of the restaurants and support functions. We continue to
invest in both restaurants and Support Office in respect of
hardware and software with a particular focus on learning about our
guests and how best to interact with them.
Franchising
Franchising is an integral part of the Group's strategy and one
that will continue to be focused on over the coming year. In 2022
two new restaurants opened in Travel Hubs: Doha Airport, Qatar and
London Stansted Airport, both through our long-term partner HMS
Host. Both have performed ahead of expectations, and we continue to
review opportunities both in the UK and further afield with
existing and new franchise partners.
Digital
Delivery remains an important channel for the business, and we
intend to maintain the previously adopted multi-channel approach to
ensure Comptoir is widely available to our guests. As dine in
returns we have had to adapt operations to satisfy both channels'
competing expectations.
Looking ahead
While economic uncertainty and inflationary cost pressures are
set to persist in the short term, we believe Comptoir Group is in
an excellent position to capitalise on opportunities in the
marketplace. Comptoir Libanais is a vibrant and differentiated
all-day casual dining brand delivering fresh and healthy food and
naturally attractive to those looking for vegan or vegetarian
options. Shawa, our fast casual offering has huge potential we
believe in the expanding QSR/fast casual marketplace and provides
an excellent alternative when assessing properties and opening
pipelines. Our destination restaurant brands have a great
opportunity for organic growth with a clear market positioning and
renewed focus. We are in a position to open new restaurants across
the different brands with an experienced and motivated leadership
team to execute the Groups strategy.
The cost pressures of the last 12 months have impacted
profitability, and this will continue into 2023. Whilst we would
expect costs to remain higher than they were prior to the war in
Ukraine we continue to mitigate these effects through our new
supplier partnerships and menu engineering. Energy prices have
already started to retreat, and our flexible hedge allows us to
take that benefit as it occurs.
I would like to thank all of my colleagues in our restaurants
and Support Office for their commitment during a challenging year.
Comptoir Group is able to build on good foundations and we are
cautiously optimistic about the near term.
Nick Ayerst - Chief Executive Officer
2022/23 Financial highlights - FD Review
Overview
The financial results for 2022, although impacted by the
government advice to stay at home throughout December 2021 and into
2022, benefitted from all restaurants being open to trade
throughout the year compared to various periods of closure during
2020 and 2021. Input cost increases were unavoidable.
On 1 August 2022 Beatrice Lafon and Jean Michel Orieux joined
the Board as Chair and NED respectively, with the appointment of
Nick Ayerst as CEO following in October.
The KPIS of the Group performance are summarised in the table
below:
Group financial summary
2022 2021 Var
Revenue GBP31.0m GBP20.7m 49.9%
-------------------------------- -------- -------- ------
Gross profit GBP24.4m GBP16.9m 44.3%
-------------------------------- -------- -------- ------
Other costs GBP23.8m GBP15.3m 56.0%
-------------------------------- -------- -------- ------
Profit for the period GBP0.6m GBP1.6m -64.2%
-------------------------------- -------- -------- ------
Cash generated from operations GBP4.4m GBP4.7m - 8.8%
-------------------------------- -------- -------- ------
Adjusted EBITDA ( Pre IFRS)1 GBP2.8m GBP3.0m -5.9%
-------------------------------- -------- -------- ------
Net Cash2 GBP7.7m GBP7.1m 9.4%
1 Defined as statutory operating profit before interest, tax,
depreciation and amortisation (before application of IFRS16 and
excluding exceptional costs) and reflects the underlying trade of
the Group
2 Defined as cash and cash equivalents less loans and
borrowings
Revenue
Revenue increased by 49.9 per cent to GBP31.0m, which compared
to a total of GBP20.7m in 2021. This was, in the main, due to the
return to a more normalised trade position with all restaurants
trading during the year compared to the previous 2 years which were
heavily impacted by Covid-19.
During the year we opened 2 more Franchise restaurants with our
partners HMS Host in Qatar and London Stansted Airport. Our
Franchise partners are an important part of the business and the 6
restaurants contributed system sales of GBP7.4m over the course of
the financial year.
At the start of the financial year, we closed 1 restaurant in
Stratford.
The removal of the reduced rate of VAT which had benefitted the
Group in 2021 had an impact of GBP2.7m.
Gross profit
The support offered by the government in respect of VAT came to
an end at the end of Q1 2022. At this point it returned to 20 per
cent from the previous level of 12.5 per cent that was in place
from Q4 2021. Prior to that VAT had been 5 per cent since July
2020. Consequently, FY2022 benefited less than FY2021 by GBP2.7m
which equates to a 1.7 ppts reduction in the gross profit
margin.
The Group gross margin percentage reduced in 2022 from 81.8 per
cent in 2021 to 78.7 per cent. Inflation in 2022 following the
pandemic of the prior 2 years increased at an unprecedented rate
and this was exacerbated by the war in Ukraine. In particular oils,
protein, fresh produce and dairy prices rose at various times in
the year and were the main contributor to the remaining gap to the
prior year.
Other costs
All other trading costs increased by 56 per cent which is in
part driven by the increased level of trade in FY2022 but also the
exceptional costs that occurred during the period. An exceptional
cost of GBP1.0m was recognised in the year in respect of the
reconstitution of the Board in August 2022.
Adjusted EBITDA (pre-IFRS 16)
Adjusted EBITDA (pre IFRS 16) is utilised by the Group as the
primary metric in the assessment of profitability. A full
reconciliation of both pre and post-IFRS 16 is shown below. The
Group generated an Adjusted EBITDA (pre IFRS 16) of GBP2.8m
compared to GBP3.0m in FY21. With the previously described negative
impact of inflation and VAT this result allows us to remain
confident in our brands and offer.
Post IFRS Pre IFRS Post IFRS Pre IFRS
16 16 16 16
1 January 1 January 2 January 2 January
2023 2023 2022 2022
GBP GBP GBP GBP
Sales 31,046,546 31,046,546 20,711,257 20,711,257
----------------------------------- ------------ ------------ ------------ ------------
Adjusted EBITDA:
----------------------------------- ------------ ------------ ------------ ------------
Profit before tax 902,450 578,609 1,525,167 1,259,709
----------------------------------- ------------ ------------ ------------ ------------
Add back:
------------ ------------ ------------ ------------
Depreciation 3,252,841 1,124,243 3,659,196 1,372,645
----------------------------------- ------------ ------------ ------------ ------------
Finance costs 1,042,697 94,078 822,094 21,057
Impairment of assets 78,266 - 336,356 266,255
----------------------------------- ------------ ------------ ------------ ------------
EBITDA 5,276,254 1,796,930 6,342,813 2,919,666
Share-based payments expense 15,377 15,377 32,436 32,436
----------------------------------- ------------ ------------ ------------ ------------
Restaurant opening costs - - 10,489 10,489
----------------------------------- ------------ ------------ ------------ ------------
Loss on disposal of fixed
assets 8,188 8,188 38,098 38,098
Exceptional legal and professional
fees (Note 3) 1,002,054 1,002,054 - -
----------------------------------- ------------ ------------ ------------ ------------
Adjusted EBITDA 6,301,873 2,822,549 6,423,836 3,000,689
Cash flow and balance sheet
Cash generated from operations decreased to GBP4.4m in FY22
(FY21 GBP4.7m). The decrease was driven by the return to standard
working capital agreements post pandemic. Cash expenditure on
property, plant and equipment increased as the Group invested in
the refurbishment of selected restaurants and an improvement of all
IT infrastructure across the Group.
Financing and net debt
The Group had a cash and cash equivalents balance of GBP9.9m on
1 January 2023 and a net cash position of GBP7.7m (FY2021
GBP7.1m)
The Group debt consists of a CBIL loan attracting no covenants.
This has a six-year term with a maturity date in 2026. The loan had
an initial interest-free period of 12 months followed by a rate of
interest of 2.5% over the Bank base rate.
Impairments
A detailed review of each individual restaurant has resulted in
an impairment charge of GBP0.1m in FY22 (FY21: GBP0.3m).
Dividend
The Directors do not recommend the payment of a dividend,
believing it more beneficial to use cash resources to invest in the
Group in line with our strategy.
Going concern
Upon consideration of this analysis and the principal risks
faced by the Group, the Directors are satisfied that the Group has
adequate resources to continue in operation for the foreseeable
future, a period of at least twelve months from the date of this
report. Accordingly, the Directors have concluded that it is
appropriate to prepare these financial statements on a going
concern basis.
Michael Toon - Finance Director
Strategic Report
For the period ended 1 January 2023
The Directors present their strategic report for the period
ended 1 January 2023.
Business model
The Group's flagship brand, Comptoir Libanais, specialises in
authentic Lebanese cuisine, offered at its vibrant and friendly
restaurants. The brand aims to provide a unique all-day dining
experience, centred around fresh and healthy food that is both
affordable and high-quality.
Lebanese cuisine has gained immense popularity in recent times
due to its rich and exotic flavours, vegetarian-friendly options,
and health benefits, making it a go-to choice for food enthusiasts
who love to share their meals with friends and family. At Comptoir
Libanais, we take pride in bringing these culinary traditions to
life and providing our guests with an unforgettable dining
experience that is both satisfying and enjoyable.
We seek to design each Comptoir Libanais restaurant with a bold
and fresh design that is welcoming to all age groups and types of
consumers. Each Comptoir Libanais restaurant has posters and menus
showing an artist's impression of Sirine Jamal al Dine, an iconic
Arabian actress, providing a Lebanese café-culture feel.
Shawa is a Lebanese grill-serving lean, grilled meats,
rotisserie chicken, homemade falafel, halloumi and fresh salad,
through a service counter offering, located in high footfall
locations, such as shopping centres.
The average net spend per head over 2022 at Comptoir Libanais
was GBP17.14 and the average spend at Shawa was lower at GBP13.74,
so our offering is positioned in the affordable or 'value for
money' segment of the UK casual dining market. In addition, our
offering is well-differentiated and faces limited direct
competition, in marked contrast to other areas of the market.
Strategy for growth
Our overarching strategy is to expand our owned-site operations,
encompassing both the highly successful Comptoir Libanais and the
Shawa QSR brand. While Comptoir Libanais will remain our primary
focus, we recognise that Shawa offers us the opportunity to serve
our delicious Lebanese cuisine from a smaller footprint, providing
us with greater flexibility in our expansion plans.
We are also committed to growing our franchised operations,
which we see as a complementary and relatively low-risk approach to
extending our brand presence both in the UK and in overseas
territories. To this end, we have successfully opened two new
restaurants with our franchise partner, HMS Host, in Stansted
Airport and Doha Airport. Furthermore, Comptoir is actively
engaging with partners to explore opportunities to open additional
restaurants across various regions.
The UK food delivery market is another important channel for us,
and we are delighted to report that it has experienced significant
growth over the past three years. This has been facilitated by
advancements in technology that have made ordering easier and
provided quick access to a wide selection of menus through
platforms such as Deliveroo and UberEATS. We work closely with all
major delivery platforms, enabling us to offer our customers a
direct delivery service that has been instrumental in driving
growth across this channel.
All of these channels are supported by our scalable central
production unit located in North London. This provides us with cost
advantages and complete quality assurance.
Review of the business and key performance indicators (KPIs)
The Board and management team use a range of performance
indicators to monitor and measure the performance of the business.
However, in common with most businesses, the critical KPI's are
focused on growth in sales and EBITDA and these are appraised
against budget, forecast and last year's achieved levels. In terms
of non-financial KPIs, the standard of service provided to guests
is monitored via the scores from a programme of regular monthly
"mystery diner" visits to our restaurants as well as guest feedback
available to all of those who dine with us through use of a QR code
all of which are carried out by HGem. These measures have seen
significant improvement as the business returned to a normal course
of operation. We also use feedback from health and safety audits
conducted by an external company (Food Alert) to ensure that
critical operating procedures are being adhered to.
Principal risks and uncertainties
The Board of Directors ("the Board") has overall responsibility
for identifying the most significant risks faced by the business
and for developing appropriate policies to ensure that those risks
are adequately managed. The following have been identified as the
most significant risks faced by the Group, however, it should be
noted that this is not an exhaustive list and the Company has
policies and procedures to address other risks facing the
business.
Consumer demand
Any weakness in consumer confidence could have an adverse effect
on footfall and guest spend in our restaurants. The Covid-19 virus
and now the cost of living crisis have had a significant impact on
the hospitality sector and the wider UK and global economy.
Frequent or regular participation in the eating-out market is
afforded by the consumer out of household disposable income.
Macroeconomic factors such as employment levels, interest rates and
inflation can impact disposable income and consumer confidence can
dictate their willingness to spend. As indicated above, the core
brands within the Group are positioned in the affordable segment of
the casual dining market. A strong focus on superior and attentive
service together with value-added marketing initiatives can help to
drive sales when guest footfall is more subdued. This, together
with the strategic location of each of our restaurants helps to
mitigate the risk of consumer demand to the business.
Input cost inflation
The Group's key input variables are the cost of food and drink,
associated ingredients and the continued progressive increases in
the UK National Living Wage and Minimum present a challenge we must
face up to alongside our peers and competitors. We aim to maintain
an appropriate level of flexibility in our supplier base so we can
work to mitigate the impact of input cost inflation. Our teams work
hard to identify all cost savings and to capitalise on them.
Economic conditions
The exit from the European Union, the Covid-19 pandemic and now
the war in Ukraine has left a great deal of uncertainty that still
may impact consumer spending.
The pressure on living standards and possible deterioration in
consumer confidence due to future economic conditions could have a
detrimental impact on the Group in terms of footfall and sales.
This risk is mitigated by the positioning of the Group's brands,
which is within the affordable segment of the casual dining market.
Continued focus on customer relations and targeted and adaptable
marketing initiatives help the Group retain and drive sales where
footfall declines.
Labour cost inflation
Labour cost pressures that are outside of the control of the
Group, such as auto-enrolment pension costs, minimum wage / Living
wage increases, Employee and Employer NI increases, and the
apprenticeship levy, are endured by the Group and its competitors.
Labour costs continue to be regularly monitored and ongoing
initiatives are used to reduce the impact of such pressures.
Strategy and execution
The Group's central strategy is to open additional new outlets
under its core Comptoir Libanais and Shawa brands. Despite making
every effort, there is no guarantee that the Group will be able to
secure a sufficient number of appropriate restaurants to meet its
growth and financial targets and it is possible that new openings
may take time to reach the anticipated levels of mature
profitability or to match historical financial returns. The Group
utilises the services of external property consultants and
continues to develop stronger contacts and relationships with
potential landlords as well as their agents and advisers. However,
there will always be competition for the best restaurants and the
Board will continue to approach any potential new restaurant with
caution and be highly selective in its evaluation of new
restaurants to ensure that target levels of return on investment
are achieved.
Energy Consumption and Carbon Emissions
The Group is a public company under the Streamlined Energy and
Carbon Reporting regulations and must report its greenhouse gas
emissions from Scope 1 and 2 Electricity, Gas and Transport
annually. The Group has followed the 2019 HM Government
environmental reporting guidelines to ensure compliance with the
SECR requirements. The UK Government issued 'Greenhouse gas
reporting: conversion factors 2022' conversion figures for CO2e,
along with the fuel property figures to determine the kWh content
for reclaimed mileage. The chosen intensity measurement ratio is
total gross emissions in Kgs CO2e/Cover.
FY 2022
Energy consumption used to calculate emissions
(kWh) 5,473,397
2022 2021
Grid Electricity 2,734,638 2,191,709
------------------------------------------ ----------------- -------------
Natural Gas 2,617,319 1,444,967
------------------------------------------ ----------------- -------------
Company Fleet 64,804 64,063
------------------------------------------ ----------------- -------------
Grey fleet 56,636 0
------------------------------------------ ----------------- -------------
Scope 1 emissions in metric tonnes CO2e
------------------------------------------ ----------------- -------------
Natural gas 529.41 264.66
------------------------------------------ ----------------- -------------
Company fleet 16.61 16.12
Total Scope 1 consumption (kWh) 2,682,123 1,509,030
------------------------------------------ ----------------- -------------
Scope 2 emissions in metric tonnes CO2e
------------------------------------------ ----------------- -------------
Grid electricity 528.82 506.55
Total Scope 2 consumption (kWh) 2,734,638 2,191,709
------------------------------------------ ----------------- -------------
Scope 3 emissions in metric tonnes CO2e
--- -------------
Grey fleet 13.97 0
------------------------------------------ ----------------- -------------
Total Scope 3 Consumption (kWh) 56,636 0
------------------------------------------ ----------------- -------------
Total Gross emissions in metric tonnes
CO2e 1,088.81 787.33
------------------------------------------ ----------------- -------------
Total Consumption (kWh) 5,473,397 3,700,739
------------------------------------------ ----------------- -------------
FY 2022
Intensity ratio kg CO2e/ Covers FY 2022 0.69
----------------------------------------------- ---------------------------
Intensity ratio kg CO2e/Covers FY 2021 0.75
Quantification and reporting methodology.
Comptoir Group PLC have appointed Amber as their SECR
consultants. We have followed 2019 HM Government environmental
reporting guidelines to ensure compliance with the SECR
requirements. The UK government issued "Greenhouse gas reporting:
conversion factors 2022" conversion figures for CO2e were used.
Intensity measurement
The chosen intensity measurement ratio is Covers.
Measures taken to improve energy efficiency.
Comptoir Group PLC continue to strive for energy and carbon
reduction arising from their activities. During this reporting
period Comptoir Group PLC have:
-- Moved to 100% renewable energy suppliers
-- Introduced CAPUT and WATTAGE - systems to help record and
monitoring Energy usage on hourly and daily basis. We are also
trialling a new monitoring system at our two busiest restaurants -
the system saves energy by controlling the speed of the extract and
air supply fans in-line with activity levels in the kitchen
-- Adjusted fan speeds so that the energy consumption is only 6%
of that with the fans running at full capacity
-- Replaced normal lights to energy saving Lights-LED
-- Encouraged General Managers to pool share for company meetings
Materiality
Comptoir Group PLC are reporting upon all the required fuel
sources as per SECR requirements. Data gaps for Reading - The
Oracle Shopping Centre - Unit 43 (electricity) and South Kensington
- 77A Gloucester Road (natural gas) were filled using pro rata
method due to lack of invoices from previous suppliers. Estimations
for Vehicle Fleet, costs were provided, and UK government fuel
properties used to convert to kWh and tCO2e.
Future developments
The Group will continue to roll out selectively its Comptoir
Libanais and Shawa brands by opening new restaurants across the UK
and to explore further opportunities to grow the Comptoir Libanais
brand via franchising with suitable partners and expansion of the
external catering offering.
On behalf of the Board
Nick Ayerst - Chief Executive Officer
Consolidated Statement of Comprehensive Income
For the period ended 1 January 2023
Period ended 1 Period
Notes January 2023 ended
2 January
2022
GBP GBP
Revenue 2 31,046,546 20,711,257
----------------------------------- -------------------------- -------------------------- -------------------------
Cost of sales (6,605,074) (3,773,721)
--------------------------------------------------------------- -------------------------- -------------------------
Gross profit 24,441,472 16,937,536
--------------------------------------------------------------- -------------------------- -------------------------
Distribution expenses (11,431,633) (9,318,203)
--------------------------------------------------------------- -------------------------- -------------------------
Administrative expenses (11,357,436) (9,362,286)
--------------------------------------------------------------- -------------------------- -------------------------
Other income 2 292,744 4,090,214
----------------------------------- -------------------------- -------------------------- -------------------------
Operating profit 3 1,945,147 2,347,261
----------------------------------- -------------------------- -------------------------- -------------------------
Finance costs 6 (1,042,697) (822,094)
----------------------------------- -------------------------- -------------------------- -------------------------
Profit before tax 902,450 1,525,167
--------------------------------------------------------------- -------------------------- -------------------------
Taxation (charge)/credit 7 (314,146) 118,288
----------------------------------- -------------------------- -------------------------- -------------------------
Profit for the period 588,304 1,643,455
--------------------------------------------------------------- -------------------------- -------------------------
Other comprehensive income - -
--------------------------------------------------------------- -------------------------- -------------------------
Total comprehensive income for the period 588,304 1,643,455
--------------------------------------------------------------- -------------------------- -------------------------
Basic earnings per share
(pence) 8 0.48 1.34
----------------------------------- -------------------------- -------------------------- -------------------------
Diluted earnings per share
(pence) 8 0.48 1.34
----------------------------------- -------------------------- -------------------------- -------------------------
All of the above results are derived from continuing operations.
Profit for the period and total comprehensive income for the period
is entirely attributable to the equity shareholders of the
Group.
Consolidated balance sheet
At 1 January 2023
Notes 1 January 2 January
2023 2022
GBP GBP
Assets
--------------------------------------------------------------- ------------ ------------
Non-current assets
--------------------------------------------------------------- ------------ ------------
Intangible assets 9 29,134 55,267
------------------------------- ------------------------------ ------------ ------------
Property, plant and equipment 10 6,708,383 7,232,869
Right-of-use assets 10 13,704,427 15,960,380
------------------------------- ------------------------------ ------------ ------------
Deferred tax asset 17 - 106,659
------------------------------- ------------------------------ ------------ ------------
20,441,944 23,355,175
--------------------------------------------------------------- ------------ ------------
Current assets
--------------------------------------------------------------- ------------ ------------
Inventories 12 474,655 465,890
Trade and other receivables 13 1,220,053 698,994
------------------------------- ------------------------------ ------------ ------------
Cash and cash equivalents 9,930,323 9,867,799
--------------------------------------------------------------- ------------ ------------
11,625,031 11,032,683
--------------------------------------------------------------- ------------ ------------
Total assets 32,066,975 34,387,858
--------------------------------------------------------------- ------------ ------------
Liabilities
------------ ------------
Current liabilities
------------------------------- ------------------------------ ------------ ------------
Borrowings 15 (600,000) (600,000)
Trade and other payables 14 (6,399,675) (6,131,539)
------------------------------- ------------------------------ ------------ ------------
Lease liabilities 26 (2,351,410) (2,387,104)
Current tax liabilities - (64,480)
------------------------------- ------------------------------ ------------ ------------
(9,351,085) (9,183,123)
--------------------------------------------------------------- ------------ ------------
Non-current liabilities
Borrowings 15 (1,600,000) (2,200,000)
Provisions for liabilities 16 (362,088) (859,414)
------------------------------- ------------------------------ ------------ ------------
Lease liabilities 26 (15,728,066) (17,995,233)
Deferred tax liabilities 17 (271,967) -
------------------------------- ------------------------------ ------------ ------------
(17,962,121) (21,054,647)
--------------------------------------------------------------- ------------ ------------
Total liabilities (27,313,206) (30,237,770)
--------------------------------------------------------------- ------------ ------------
Net assets 4,753,769 4,150,088
--------------------------------------------------------------- ------------ ------------
Equity
--------------------------------------------------------------- ------------ ------------
Share capital 18 1,226,667 1,226,667
------------------------------- ------------------------------ ------------ ------------
Share premium 10,050,313 10,050,313
Other reserves 19 145,099 129,722
------------------------------- ------------------------------ ------------ ------------
Retained losses (6,668,310) (7,256,614)
--------------------------------------------------------------- ------------ ------------
Total equity 4,753,769 4,150,088
--------------------------------------------------------------- ------------ ------------
The financial statements of Comptoir Group PLC (company
registration number 07741283) were approved by the Board of
Directors and authorised for issue on 09 May 2023 and were signed
on its behalf by:
Nick Ayerst - Chief Executive Officer
Consolidated statement of changes in equity
For the period ended 1 January 2023
Notes Share Share Other Retained Total
capital premium reserves losses equity
GBP GBP GBP GBP GBP
At 1 January 2021 1,226,667 10,050,313 97,286 (8,900,069) 2,474,197
--------------------------------- ------------------- ------------------- ---------------- ------------- ----------------
Total comprehensive loss
--------------------------------- ------------------- ----------------------------------------------------------------------
Profit for the period - - - 1,643,455 1,643,455
--------------------------------- ------------------- ------------------- ---------------- ------------- ----------------
Transactions with owners
--------------------------------- ------------------- ----------------------------------------------------------------------
Share-based
payments 21 - - 32,436 - 32,436
-------------- ----------------- ------------------- ------------------- ---------------- ------------- ----------------
At 2 January 2022 1,226,667 10,050,313 129,722 (7,256,614) 4,150,088
--------------------------------- ------------------- ------------------- ---------------- ------------- ----------------
At 3 January 2022 1,226,667 10,050,313 129,722 (7,256,614) 4,150,088
--------------------------------- ------------------- ------------------- ---------------- ------------- ----------------
Total comprehensive income
--------------------------------- ------------------- ----------------------------------------------------------------------
Profit for the period - - - 588,304 588,304
--------------------------------- ------------------- ------------------- ---------------- ------------- ----------------
Transactions
with owners
-------------------
Share-based
payments 21 - - 15,377 - 15,377
-------------- ----------------- ------------------- ------------------- ---------------- ------------- ----------------
At 1 January 2023 1,226,667 10,050,313 145,099 (6,668,310) 4,753,769
--------------------------------- ------------------- ------------------- ---------------- ------------- ----------------
Notes Period ended Period ended
1 January 2023 2 January 2022
GBP GBP
Operating activities
---------------------------------------------- -------------------------------- --------------------------------
Cash inflow from operations 22 4,368,949 4,675,786
------------------------------------ -------- -------------------------------- --------------------------------
Interest paid (94,078) (21,057)
---------------------------------------------- -------------------------------- --------------------------------
Tax paid - 30,292
---------------------------------------------- -------------------------------- --------------------------------
Net cash from operating activities 4,274,871 4,685,021
---------------------------------------------- -------------------------------- --------------------------------
Investing activities
-------------------------------- --------------------------------
Purchase of property, plant
& equipment 10 (581,250) (436,272)
------------------------------------ -------- -------------------------------- --------------------------------
Net cash used in investing activities (581,250) (436,272)
---------------------------------------------- -------------------------------- --------------------------------
Financing activities
-------------------------------- --------------------------------
Payment of lease liabilities 26 (3,031,097) (2,014,626)
------------------------------------ -------- -------------------------------- --------------------------------
Bank loan repayments 23 (600,000) (200,000)
------------------------------------ -------- -------------------------------- --------------------------------
Net cash used in financing activities (3,631,097) (2,214,626)
---------------------------------------------- -------------------------------- --------------------------------
Increase in cash and cash equivalents 62,524 2,034,123
---------------------------------------------- -------------------------------- --------------------------------
Cash and cash equivalents at beginning
of period 9,867,799 7,833,676
---------------------------------------------- -------------------------------- --------------------------------
Cash and cash equivalents at end of period 9,930,323 9,867,799
---------------------------------------------- -------------------------------- --------------------------------
Principal accounting policies for the consolidated financial
statements
For the period ended 1 January 2023
Reporting entity
Comptoir Group PLC (the "Company") is a company incorporated and
registered in England and Wales, with a company registration number
of 07741283. The address of the Company's registered office is Unit
2, Plantain Place, Crosby Row, London Bridge, SE1 1YN. The
consolidated financial statements comprise of the Company and its
subsidiaries (together referred to as the "Group").
Statement of compliance
The consolidated financial statements have been prepared in
accordance with UK-adopted International Financial Reporting
Standards and its interpretations adopted by the International
Accounting Standards Board (IASB). The Parent Company financial
statements have been prepared using United Kingdom Accounting
Standards including FRS 102 'The financial reporting standard
applicable in the UK and Republic of Ireland' and are set out
below.
Basis of preparation
These consolidated financial statements for the period ended 1
January 2023 are prepared in accordance with UK-adopted
International Accounting Standards.
The accounting period for the Group runs to the closest Sunday
to 31 December each year. The consolidated financial statements for
the current period has been prepared to 1 January 2023 and the
comparative period to 2 January 2022.
The financial statements are presented in Pound Sterling (GBP),
which is both the functional and presentational currency of the
Group and Company. All amounts are rounded to the nearest pound,
except where otherwise indicated.
The Group and Parent Company financial statements have been
prepared on the historical cost convention as modified for certain
financial instruments, which are stated at fair value. Non-current
assets are stated at the lower of carrying amount and fair value
less costs to sell.
Use of non-GAAP profit and loss measures
The Group believes that along with operating profit, the
'Adjusted EBITDA' provides additional guidance to the statutory
measures of the performance of the business during the financial
year. Adjusted profit from operations is calculated by adding back
depreciation, amortisation, impairment of assets, finance costs,
preopening costs and certain non-recurring or non-cash items.
Adjusted EBITDA is an internal measure used by management as they
believe it better reflects the underlying performance of the Group
beyond generally accepted accounting principles.
Going concern basis
In assessing the going concern position of the Group for the
consolidated financial statements for the year ended the 1 January
2023, the Directors have considered the Group's cash flow,
liquidity and business activities. The last couple of years have
been uncertain following the Covid-19 pandemic, the war in Ukraine
and now the cost of living crisis and this has been considered as
part of the Group's adoption of the going concern basis. Although
trading was impacted over this period, the Group's trading remained
ahead of expectations. The Group was profitable during this period
and had increased its cash reserves to GBP9.9m as at the start of
the current accounting period.
The Directors have considered the current business model,
strategies and principal risks and uncertainties. Based on the
Group's cash flow forecasts and projections, the Board is satisfied
that the Group will be able to operate for the foreseeable future.
In making this assessment, the Directors have made a specific
analysis of the impact of current inflationary pressures, Covid-19,
Brexit and the current war impacting Ukraine.
The Group's current cash reserves remains at GBP9.9m, and the
Board believes that the business has the ability to remain trading
for a period of at least 12 months from the date of signing of
these financial statements. These financial statements have
therefore been prepared on the going concern basis.
Changes in accounting standards, amendments and
interpretations
At the date of authorisation of the consolidated financial
statements, the following amendments to Standards and
Interpretations issued by the IASB that are effective for an annual
period that begins on or after 1 January 2022. These have not had
any material impact on the amounts reported for the current and
prior periods.
Standard or Interpretation Effective Date
Annual improvements to IFRS Standards 1 January 2022
2018-2020
IAS 37 - Onerous Contracts 1 January 2022
IAS 16 - Property, Plant and Equipment 1 January 2022
IFRS 3 - Reference to the Conceptual 1 January 2022
Framework
New and revised Standards and Interpretations in issue but not
yet effective
At the date of authorisation of these financial statements, the
Group has not early adopted any of the following amendments to
Standards and Interpretations that have been issued but are not yet
effective:
Standard or Interpretation Effective Date
IFRS 17 - Insurance Contracts 1 January 2023
IAS 8 - Definition of Accounting Estimates 1 January 2023
IAS 1 - Disclosure of Accounting Policies 1 January 2023
IAS 12 - Deferred Tax Arising from 1 January 2023
a Single Transaction
As yet, none of these have been endorsed for use in the UK and
will not be adopted until such time as endorsement is confirmed.
The Directors do not expect any material impact as a result of
adopting standards and amendments listed above in the financial
year they become effective.
Significant accounting policies
The accounting policies set out below have been applied
consistently to all periods presented in the historical
consolidated financial statements, unless otherwise indicated.
(a) Basis of consolidation
These financial statements consolidate the financial statements
of the Company and all of its subsidiary undertakings drawn up to 1
January 2023.
Subsidiaries are entities controlled by the Company. Control
exists when the Company has the power, directly or indirectly, to
govern the financial and operating policies of an entity so as to
obtain benefits from its activities. In assessing control,
potential voting rights that presently are exercisable or
convertible are taken into account, regardless of management's
intention to exercise that option or warrant. The financial
statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the
date the control ceases.
The cost of an acquisition is measured as the fair value of the
assets given, equity instruments issued and liabilities incurred or
assumed at the date of exchange, plus costs directly attributable
to the acquisition. Identifiable assets acquired and liabilities
and contingent liabilities assumed are measured initially at their
fair values at the acquisition date, irrespective of the extent of
any minority interest. The excess of the cost of acquisition over
the fair value of the identifiable net assets acquired is recorded
as goodwill.
All intra-group balances, transactions, income and expenses and
profits and losses resulting from intra-group transactions are
eliminated fully on consolidation. The gain or loss on disposal of
a subsidiary company is the difference between net disposals
proceeds and the Group's share of its net assets together with any
goodwill and exchange differences.
(b) Foreign currency translation
Functional and presentational currency
Items included in the financial results of each of the Group
entities are measured using the currency of the primary economic
environment in which the entities operate (the functional
currency). The consolidated financial statements are presented in
Pounds Sterling ("GBP") which is the Company's functional and
operational currency.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year
end exchange rates of monetary assets and financial liabilities
denominated in foreign currencies are recognised in the Statement
of Comprehensive Income.
(c) Financial instruments
Financial assets and financial liabilities are measured
initially at fair value plus transactions costs. Financial assets
and financial liabilities are measured subsequently as described
below.
Financial assets
The Group classifies its financial assets as 'loans and
receivables'. The Group assesses at each balance sheet date whether
there is objective evidence that a financial asset or a group of
financial assets is impaired.
Loans and receivables are non-derivative financial assets with
fixed and determinable payments that are not quoted in an active
market. They are included in current assets, except for maturities
greater than 12 months after the statement of financial position
date, which are classified as non-current assets. Receivables are
classified as 'trade and other receivables' and loans are
classified as 'borrowings' in the statement of financial
position.
Trade and other receivables are recognized initially at fair
value and subsequently measured at amortised cost using the
effective interest method. The carrying value of trade and other
receivables recorded at amortised cost are reduced by allowances
for lifetime estimated credit losses. Estimated future credit
losses are first recorded on the initial recognition of a
receivable and are based on the ageing of the receivable balance,
historical experience and forward looking considerations. Balances
that are deemed not collectable will be recognised as a loss in the
income statement. When a trade receivable is uncollectable, it is
written off against the allowance account for trade receivables.
Subsequent recoveries of amounts previously written off are
credited to the Statement of Comprehensive Income.
Financial assets are derecognised when the contractual rights to
the cash flows from the financial asset expire, or when the
financial asset and all substantial risks and rewards are
transferred.
Financial liabilities
The Group's financial liabilities include trade and other
payables. Trade payables are recognized initially at fair value
less transaction costs and subsequently measured at amortised cost
using the effective interest method ("EIR" method). Amortised cost
is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included in finance costs in the Statement
of Comprehensive Income. A financial liability is derecognised when
it is extinguished, discharged, cancelled or expires.
(d) Property, plant and equipment
Items of property, plant and equipment are stated at cost less
accumulated depreciation and impairment losses.
Depreciation
Depreciation is charged to the income statement on a reducing
balance basis and on a straight-line basis over the estimated
useful lives of corresponding items of property, plant and
equipment:
Land & buildings leasehold Over the length of the lease
Plant & machinery 15% on reducing balance
Fixture, fittings & equipment 10% on reducing balance
The carrying values of plant and equipment are reviewed at each
reporting date to determine whether there are any indications of
impairment. If any such indication exists, the assets are tested
for impairment to estimate the assets' recoverable amounts. Any
impairment losses are recognised in the Statement of Comprehensive
Income.
The assets' residual values and useful lives are reviewed, and
adjusted if appropriate, at each statement of financial position
date.
Gains and losses on disposals are determined by comparing the
proceeds with the carrying amount and are recognised within the
Statement of Comprehensive Income.
(e) Intangible assets - goodwill
All business combinations are accounted for by applying the
acquisition method. Goodwill represents amounts arising on
acquisition of subsidiaries, associates and joint ventures.
Goodwill represents the difference between the cost of the
acquisition and the fair value of the net identifiable assets
acquired.
Goodwill is stated at cost less any accumulated impairment
losses. Goodwill is allocated to cash generating units and is
formally tested for impairment annually, thus is not amortised. Any
excess of fair value of net assets over consideration on
acquisition are recognised directly in the income statement.
(f) Inventories
Inventories are stated at the lower of costs and net realisable
value. Cost comprises direct materials, and those direct overheads
that have been incurred in bringing the inventories to their
present location and condition. Net realisable value is the
estimated selling price less all estimated costs of completion and
costs to be incurred in marketing, selling and distribution.
(g) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank,
deposits held at call with banks and other short-term highly liquid
investments with original maturities of three months or less. Bank
overdrafts that are repayable on demand are included within
borrowings in current liabilities on the balance sheet.
For the purpose of the statement of cash flows, cash and cash
equivalents consist of cash and cash equivalents as defined above,
net of outstanding bank overdrafts.
(h) Share-based payments
The Group's share option programme allows Group employees to
acquire shares of the Company and all options are equity-settled.
The fair value of options granted is recognised as an employee
expense with a corresponding increase in equity. The fair value is
measured at grant date and spread over the period during which the
employees become unconditionally entitled to the options. The fair
value of the options granted is measured using the Black-Scholes
model, taking into account the terms and conditions upon which the
options were granted. The amount recognised as an expense is
adjusted to reflect the actual number of share options that
vest.
(i) Provisions for liabilities
A provision is recognised in the balance sheet when the Group
has a present legal or constructive obligation as a result of a
past event, and it is probable that an outflow of economic benefits
will be required to settle the obligation. The amount recognised as
a provision is the best estimate of the consideration required to
settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the
obligation. Where the effect of the time value of money is
material, the amount expected to be required to settle the
obligation is recognised at present value using a pre-tax discount
rate. The unwinding of the discount is recognised as a finance cost
in the income statement in the period it arises.
(j) Deferred tax and current tax
Current income tax assets and liabilities for the current period
are measured at the amount expected to be recovered or paid to the
taxation authorities. A provision is made for corporation tax for
the reporting period using the tax rates that have been
substantially enacted for the company at the reporting date.
Current income tax relating to items recognised directly in
equity is recognised in equity and not in the Statement of
Comprehensive Income.
Deferred income tax is provided in full on a non-discounted
basis, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying
amounts in the consolidated financial statements. Deferred income
tax is determined using tax rates (and laws) that have been enacted
or substantially enacted by the statement of financial position
date and are expected to apply when the related deferred income tax
asset is realised or the deferred income tax liability is
settled.
Deferred income tax assets are recognised to the extent that it
is probable that future taxable profit will be available against
which the temporary differences can be utilised.
(k) Leases
Right-of-use assets
Right-of-use assets are recognised at the commencement date of
the lease (i.e., the date the underlying asset is available for
use). Initially, right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses and adjusted for any
remeasurement of lease liabilities. The cost of right-of-use assets
includes the amount of lease liabilities recognised, initial direct
costs incurred, and lease payments made at or before the
commencement date less any lease incentives received. Subsequently,
right-of-use assets are depreciated on a straight-line basis over
the shorter of its estimated useful life and the lease term.
Lease liabilities
At the commencement date of the lease, the lease liabilities
recognised are measured at the present value of lease payments to
be made over the lease term. The lease payments include fixed
payments less any lease incentives receivable, variable lease
payments that depend on an index or a rate, and amounts expected to
be paid under residual value guarantees. The lease payments also
include the exercise price of a purchase option reasonably certain
to be exercised by the Group and payments of penalties for
terminating a lease, if the lease term reflects the Group
exercising the option to terminate. The variable lease payments
that do not depend on an index or a rate are recognised as an
expense in the period on which the event or condition that triggers
the payment occurs. In calculating the present value of lease
payments, the Group used the incremental borrowing rate at the
lease commencement.
After the commencement date, the amount of lease liabilities is
increased to account for interest and reduced for the lease
payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in
the lease term, a change in the in-substance fixed lease payments
or a change in the assessment to purchase the underlying asset.
The Group elected to apply the practical expedient in relation
to amendments to IFRS 16: Covid-19 Related Rent Concessions. This
allows a lessee to account for any changes to their lease payments
due to the effects of Covid-19 in the Statement of Comprehensive
Income rather than be treated as a lease modification.
The practical expedient was applied consistently to all lease
contracts with similar characteristics and in similar
circumstances. A resulting credit will be recognised as income in
the profit and loss for the reporting period reflecting the changes
in lease payments arising from the application of this practical
expedient.
(l) Employee benefits
Short term employee benefits
Wages, salaries, paid annual leave, paid sick leave and bonuses
are recognised as an expense in the period in which the associated
services are rendered by employees.
The Group recognises an accrual for annual holiday pay accrued
by employees as a result of services rendered in the current
period, and which employees are entitled to carry forward and use
within 12 months. The accrual is measured at the salary cost
payable for the period of absence.
Pensions and other post-employment benefits
The Group pays monthly contributions to defined contribution
pension plans. The legal or constructive obligation of the Group is
limited to the amount that they agree to contribute to the plan.
The contributions to the plan are charged to the Statement of
Comprehensive Income in the period to which they relate.
Termination benefits are recognised immediately as an expense
when the Group is demonstrably committed to terminate the
employment of an employee or to provide termination benefits.
(m) Revenue
Revenue represents amounts received and receivable for services
and goods provided (excluding value added tax) and is recognised at
the point of sale. 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.
Franchise fees from the Group's role as franchisor in the UK,
Europe and the Middle East. Revenue comprises ongoing royalties
based on the sales results of the franchisee and up-front initial
site fees.
(n) Expenses
Variable lease payments
Variable lease payments that do not depend on an index or rate
and are not in-substance fixed payments, such as rental expenses
payable based on the percentage of sales made in the period, are
not included in the initial measurement of the lease liability.
These payments are recognised in the income statement in the period
in which the event or condition that triggers those payments
occurs.
Opening expenses
Property rentals and related costs incurred up to the date of
opening of a new restaurant are written off to the income statement
in the period in which they are incurred. Promotional and training
costs are written off to the income statement in the period in
which they are incurred.
Financial expenses
Financial expenses comprise of interest payable on bank loans,
hire purchase liabilities and other financial costs and charges.
Interest payable is recognised on an accrual basis.
(o) Ordinary share capital
Ordinary shares are classified as equity. Costs directly
attributable to the increase of new shares or options are shown in
equity as a deduction from the proceeds.
(p) Dividend policy
In accordance with IAS 10 'Events after the Balance Sheet Date',
dividends declared after the balance sheet date are not recognised
as a liability at that balance sheet date and are recognised in the
financial statements when they have received approval by
shareholders. Unpaid dividends that are not approved are disclosed
in the notes to the consolidated financial statements.
(q) Commercial discount policy
Commercial discounts represent a reduction in cost of goods and
services in accordance with negotiated supplier contracts, the
majority of which are based on purchase volumes. Commercial
discounts are recognised in the period in which they are earned and
to the extent that any variable targets have been achieved in that
financial period. Costs associated with commercial discounts are
recognised in the period in which they are incurred.
(r) Operating segments
An operating segment is a component of an entity that engages in
business activities from which it may earn revenues and incur
expenses (including revenue and expenses related to transactions
with other components of the same entity), whose operating results
are regularly reviewed by the entity's Chief Operating Decision
Maker to make decisions about resources to be allocated to the
segment and assess its performance, and for which discrete
financial information is available. The Chief Operating Decision
Maker has been identified as the Board of Executive Directors, at
which level strategic decisions are made.
(s) Government grants
Government grants are recognised at the fair value of the asset
received or receivable when there is reasonable assurance that the
grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in
income when the performance conditions are met. Where a grant does
not specify performance conditions it is recognised in income when
the proceeds are received or receivable.
Critical accounting judgements and key sources of estimation
uncertainty
The preparation of financial statements in conformity with
UK-adopted IFRS requires management to make judgments, estimates
and assumptions that affect the application of policies and
reported amounts of assets and liabilities, income and expenses.
The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the
basis of making the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources. The
resulting accounting estimates may differ from the related actual
results.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period, or in the period of the revision and future
periods if the revision affects both current and future
periods.
In the process of applying the Group's accounting policies,
management has made a number of judgments and estimations of which
the following are the most significant. The estimates and
assumptions that have a risk of causing material adjustment to the
carrying amounts of assets and liabilities within the future
financial years are as follows:
Depreciation, useful lives and residual values of property,
plant & equipment
The Directors estimate the useful lives and residual values of
property, plant & equipment in order to calculate the
depreciation charges. Changes in these estimates could result in
changes being required to the annual depreciation charges in the
Statement of Comprehensive Incomes and the carrying values of the
property, plant & equipment in the balance sheet.
Impairment of assets
The Group assesses at each reporting date whether there is an
indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required,
the Group makes an estimate of the asset's recoverable amount. An
asset's recoverable amount is the higher of an asset's or
cash-generating unit's fair value less costs to sell and its value
in use and is determined for an individual asset, unless the asset
does not generate cash inflows that are largely independent of
those from other assets or groups of assets.
Where the carrying amount of an asset exceeds its recoverable
amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated future
cash flows are discounted to their present value of money and the
risks specific to the asset. Impairment losses of continuing
operations are recognised in the profit or loss in those expense
categories consistent with the function of the impaired asset.
Leases
At the commencement date of property leases the lease liability
is calculated by discounting the lease payments. The discount rate
used should be the interest rate implicit in the lease. However, if
that rate cannot be readily determined, which is generally the case
for property leases, the lessee's incremental borrowing rate is
used, being the rate that the individual lessee would have to pay
to borrow the funds necessary to obtain an asset of similar value
to the right-of-use asset in a similar economic environment with
similar terms, security and conditions.
The discount rate originally applied to the Group's leases under
the portfolio approach was 2.6%. Where there have been
modifications to leases since the first application of IFRS 16 the
discount rate has been updated in line with the incremental cost of
borrowing and ranges between 4% to 6.75%.
Deferred tax assets
Historically, deferred tax assets had been recognised in respect
of the total unutilised tax losses within the Group. A condition of
recognising this amount depended on the extent that it was probable
that future taxable profits will be available.
Share based payments
The charge for share-based payments is calculated according to
the methodology described in note 21. The Black Scholes model
requires subjective assumptions to be made including the volatility
of the Company's share price, fair value of the shares and the
risk-free interest rates.
Dilapidations
Provisions for leasehold property dilapidation repairs are
recognised when the Group has a present obligation to carry out
dilapidation work on the leasehold premises before the property is
vacated. The amount recognised as a provision is the best estimate
of the costs required to carry out the dilapidations work and is
spread over the expected period of the tenancy.
Notes to the consolidated financial statements
For the period ended 1 January 2023
1. Segmental analysis
The Group has only one operating segment being: the operation of
restaurants with Lebanese Offerings and one geographical segment
being the United Kingdom. The Group's brands meet the aggregation
criteria set out in paragraph 22 of IFRS 8 'Operating Segments' and
as such the Group reports the business as one reportable
segment.
None of the Group's guests individually contribute over 10% of
the total revenues.
2. Revenue
1 January 2 January
2023 2022
GBP GBP
Income for the year consists of the following:
----------- -----------
Revenue from continuing operations 31,046,546 20,711,257
----------------------------------------------- ----------- -----------
Other income not included within revenue
in the income statement:
----------------------------------------------- ----------- -----------
Insurance claims receivable - 261,657
----------------------------------------------- ----------- -----------
Local council support grants 120,888 894,686
----------------------------------------------- ----------- -----------
Covid-19 related rent concessions 171,856 1,284,744
Coronavirus Job Retention Scheme income - 1,644,856
----------------------------------------------- ----------- -----------
Other income - 4,271
----------------------------------------------- ----------- -----------
292,744 4,090,214
----------------------------------------------- ----------- -----------
Total income for the year 31,339,290 24,801,471
----------------------------------------------- ----------- -----------
3. Group operating profit
1 January 2 January
2023 2022
GBP GBP
This is stated after charging/(crediting):
---------------------------------------------- ----------- -----------
Variable lease charges* (see note 26 ) 444,327 613,531
---------------------------------------------- ----------- -----------
Rent concessions (see note 26 ) (171,856) (1,284,744)
Lease modifications (see note 26 ) - (444,359)
---------------------------------------------- ----------- -----------
Share-based payments expense (see note
21 ) 15,377 32,436
Restaurant opening costs - 10,489
---------------------------------------------- ----------- -----------
Depreciation of property, plant and equipment
(see note 10 ) 3,252,841 3,659,196
---------------------------------------------- ----------- -----------
Impairment of assets (see note 9 & 10
) 78,266 336,356
---------------------------------------------- ----------- -----------
Loss on disposal of fixed assets 8,188 38,098
---------------------------------------------- ----------- -----------
Auditors' remuneration (see note 4 ) 75,000 44,500
---------------------------------------------- ----------- -----------
Exceptional legal and professional fees** 1,002,054 -
---------------------------------------------- ----------- -----------
*Variable lease charges relate to additional rental expenses
payable based on selected restaurants achieving a certain level of
turnover for the year.
**Exceptional legal and professional fees related to payments
and associated fees in respect of C Hanna's resignation as Chief
Executive Officer of the Group during the period.
For the initial trading period following the opening of a new
restaurant, the performance of that restaurant will be lower than
that achieved by other, similar mature restaurants. The difference
in this performance, which is calculated by reference to gross
profit margins amongst other key metrics is quantified and included
within opening costs. The breakdown of opening costs, between
pre-opening costs and certain post-opening costs for 3 months is
shown below:
1 January 2 January
2023 2022
GBP GBP
Pre-opening costs - 10,489
------------------- ----------- -----------
- 10,489
------------------- ----------- -----------
4. Auditors' remuneration
1 January 2 January
2023 2022
GBP GBP
Auditors' remuneration:
---------------------------------------- ----------- -----------
Fees payable to Company's auditor for
the audit of its annual accounts 20,500 19,500
---------------------------------------- ----------- -----------
Other fees to the Company's auditors
---------------------------------------- ----------- -----------
The audit of the Company's subsidiaries 49,500 20,000
---------------------------------------- ----------- -----------
Total audit fees 70,000 39,500
---------------------------------------- ----------- -----------
Review of the half-year accounts 5,000 5,000
---------------------------------------- ----------- -----------
Total non-audit fees 5,000 5,000
---------------------------------------- ----------- -----------
Total auditors' remuneration 75,000 44,500
---------------------------------------- ----------- -----------
5. Staff costs and numbers
1 January 2 January
2023 2022
GBP GBP
(a) Staff costs (including Directors):
------------------------------------------------- ----------- -------------
Wages and salaries:
------------------------------------------------- ----------- -------------
Kitchen, floor and management wages 10,140,060 6,300,540
Apprentice Levy 39,202 26,788
------------------------------------------------- ----------- -------------
Other costs:
------------------------------------------------- ----------- -------------
Social security costs 844,542 624,327
------------------------------------------------- ----------- -------------
Share-based payments (note 21 ) 15,377 32,436
Pension costs 159,281 140,908
------------------------------------------------- ----------- -------------
Total staff costs 11,198,462 7,124,999
------------------------------------------------- ----------- -------------
(b) Staff numbers (including Directors): Number Number
Kitchen and floor staff 461 371
------------------------------------------------- ----------- -------------
Management staff 136 104
------------------------------------------------- ----------- -------------
Total number of staff 597 475
------------------------------------------------- ----------- -------------
(c) Directors' remuneration:
------------------------------------------------- ----------- -------------
Emoluments 1,528,598 437,858
Money purchase (and other) pension contributions 27,366 33,950
------------------------------------------------- ----------- -------------
Non-Executive Directors' fees - 7,500
------------------------------------------------- ----------- -------------
Total Directors' costs*
*Includes redundancy pay. 1,555,964 479,307
------------------------------------------------- ----------- -------------
Directors' remuneration disclosed above
include the following amounts paid to
the highest paid Director still in office
at the end of the period:
------------------------------------------------- ----------- -------------
Emoluments 336,672 158,203
------------------------------------------------- ----------- -------------
Money purchase (and other) pension contributions 1,321 10,913
------------------------------------------------- ----------- -------------
1 January 2 January
2023 2022
GBP GBP
Current tax:
----------- -----------
UK corporation tax on the profit/(loss)
for the year - -
------------------------------------------------- ----------- -----------
Adjustments in respect of previous years (64,480) (11,629)
------------------------------------------------- ----------- -----------
Deferred tax:
------------------------------------------------- ----------- -----------
Origination and reversal of temporary
differences 7,235 220,343
Tax losses carried forward 371,391 (327,002)
------------------------------------------------- ----------- -----------
Total tax charge/(credit) for the period 314,146 (118,288)
------------------------------------------------- ----------- -----------
Further details on Directors' emoluments and the executive
pension schemes are given in the Directors' report.
6. Finance costs
1 January 2 January
2023 2022
GBP GBP
Interest payable and similar charges:
-------------------------------------- ----------- -----------
Interest on bank loans and overdraft 94,078 21,057
-------------------------------------- ----------- -----------
Interest on lease liabilities 948,619 801,037
-------------------------------------- ----------- -----------
Total finance costs for the year 1,042,697 822,094
-------------------------------------- ----------- -----------
7. Taxation
The major components of income tax for the periods ended 1
January 2023 and 2 January 2022 are:
(a) Analysis of charge in the year:
Factors affecting the tax charge for the year:
The tax charged for the year varies from the standard rate of
corporation tax in the UK due to the following factors:
1 January 2 January
2023 2022
GBP GBP
Profit/(loss) before tax 902,450 1,525,167
------------------------------------------ ----------- -----------
Expected tax charge based on the standard
rate of corporation tax in the UK of 19%
(2022: 19%) 171,466 289,782
------------------------------------------ ----------- -----------
Effects of:
Depreciation on non-qualifying assets 7,638 223,735
Expenses not deductible for tax purposes (19,573) 12,709
------------------------------------------ ----------- -----------
Adjustments in respect of previous tax
years (64,480) (11,629)
------------------------------------------ ----------- -----------
Tax losses utilised/(carried forward) (159,531) (388,489)
------------------------------------------ ----------- -----------
Losses previously not recognised - (218,798)
Effect of change in corporation tax rate - (25,598)
------------------------------------------ ----------- -----------
Movements in respect of deferred tax 378,626 -
------------------------------------------ ----------- -----------
Total tax charge/(credit) for the period 314,146 (118,288)
------------------------------------------ ----------- -----------
The Group had a brought forward tax losses of GBP1,793,961 at 2
January 2022, of which GBP839,637 was utilised in the period ended
1 January 2023.
In March 2021 a change to the future corporation tax rate was
substantively enacted to increase from 19% to 25% from 1 April
2023. Accordingly, the rate used to calculate the deferred tax
balances at 1 January 2023 is 25% (2 January 2022: 25%) as the
timing of the release of this asset is materially expected to be
after this date.
8. Earnings per share
The basic and diluted loss per share figures are set out
below:
1 January 2 January
2023 2022
GBP GBP
Profit attributable to shareholders 588,304 1,643,455
------------------------------------ ----------- -----------
Weighted average number of shares
------------------------------------ ----------- -----------
For basic earnings per share 122,666,667 122,666,667
------------------------------------ ----------- -----------
Adjustment for options outstanding - -
------------------------------------ ----------- -----------
For diluted earnings per share 122,666,667 122,666,667
------------------------------------ ----------- -----------
Pence per share Pence per share
Loss per share:
----------------------------------------- ----------------- -----------------
Basic (pence) From profit for the year 0.48 1.34
Diluted (pence) From profit for the year 0.48 1.34
Further details of the share options that could potentially
dilute basic earnings per share in the future are provided in note
21.
Diluted earnings per share is calculated by dividing the profit
or loss attributable to ordinary shareholders by the weighted
average number of shares and 'in the money' share options in issue.
Share options are classified as 'in the money' if their exercise
price is lower than the average share price for the period. As
required by IAS 33 'Earnings Per Share', this calculation assumes
that the proceeds receivable from the exercise of 'in the money'
options would be used to purchase share options in the open market
in order to reduce the number of new shares that would need
to be issued. As the shares were not 'in the money' as at 1
January 2023 and consequently would be antidilutive, no adjustment
was made in respect of the share options outstanding to determine
the diluted number of options.
9. Intangible assets
Group Goodwill Total
GBP GBP
Cost
---------------------------------------- ---------- --------
At 1 January 2021 89,961 89,961
---------------------------------------- ---------- --------
Additions - -
---------------------------------------- ---------- --------
At 2 January 2022 89,961 89,961
---------------------------------------- ---------- --------
Accumulated amortisation and impairment
---------------------------------------- ---------- --------
At 1 January 2021 (34,694) (34,694)
---------------------------------------- ---------- --------
Impairments - -
---------------------------------------- ---------- --------
At 2 January 2022 (34,694) (34,694)
---------------------------------------- ---------- --------
Net Book Value as at 31 December 2020 55,267 55,267
---------------------------------------- ---------- --------
Net Book Value as at 2 January 2022 55,267 55,267
---------------------------------------- ---------- --------
Goodwill Total
GBP GBP
Cost
---------------------------------------- ---------- --------
At 1 January 2021 89,961 89,961
Additions - -
---------------------------------------- ---------- --------
At 2 January 2022 89,961 89,961
---------------------------------------- ---------- --------
Accumulated amortisation and impairment
---------------------------------------- ---------- --------
At 1 January 2021 (34,694) (34,694)
---------------------------------------- ---------- --------
Impairments (26,133) (26,133)
---------------------------------------- ---------- --------
At 2 January 2022 (60,827) (60,827)
---------------------------------------- ---------- --------
Net Book Value as at 2 January 2022 55,267 55,267
---------------------------------------- ---------- --------
Net Book Value as at 1 January 2023 29,134 29,134
---------------------------------------- ---------- --------
Goodwill arising on business combinations is not amortised but
is subject to an impairment test annually which compares the
goodwill's 'value in use' to its carrying value. During the year,
an impairment of GBP26,133 (2022: GBPnil) was considered necessary
in respect of goodwill.
10. Property, plant and equipment
Leasehold Fixture,
Group Right-of land & Plant fittings, Motor Total
use assets buildings & machinery & equipment vehicles
GBP GBP GBP GBP GBP GBP
Cost
---------------------------- ------------ -------------------------------------------------------------------
At 1 January 2021 27,924,649 11,016,023 4,800,774 2,858,547 53,430 46,653,423
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Additions 961,807 26,764 243,860 165,649 - 1,398,080
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Disposals - (623,777) (342,067) (180,230) (15,120) (1,161,194)
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Modifications (241,519) - - - - (241,519)
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
At 2 January 2022 28,644,937 10,419,010 4,702,567 2,843,966 38,310 46,648,790
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Accumulated depreciation
and impairment
---------------------------- ------------ -------------------------------------------------------------------
At 1 January 2021 (10,327,905) (5,878,170) (2,926,080) (1,441,993) (8,935) (20,583,083)
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Depreciation during the
period (2,286,551) (770,599) (342,355) (254,073) (5,618) (3,659,196)
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Disposals during the period - 620,673 320,586 172,390 9,445 1,123,094
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Impairment during the
period (70,101) (179,932) (61,047) (25,276) - (336,356)
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
At 2 January 2022 (12,684,557) (6,208,028) (3,008,896) (1,548,952) (5,108) (23,455,541)
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Cost
---------------------------- ------------ -------------------------------------------------------------------
At 3 January 2022 28,644,937 10,419,010 4,702,567 2,843,966 38,310 46,648,790
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Additions - 15,741 417,524 147,985 - 581,250
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Disposals - (63,577) (26,785) (704) - (91,066)
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Modifications (48,527) - - - - (48,527)
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
At 1 January 2023 28,596,410 10,371,174 5,093,306 2,991,247 38,310 47,090,447
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Accumulated depreciation
and impairment
---------------------------- ------------ -------------------------------------------------------------------
At 3 January 2022 (12,684,557) (6,208,028) (3,008,896) (1,548,952) (5,108) (23,455,541)
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Depreciation during the
period (2,166,098) (619,284) (298,010) (163,320) (6,129) (3,252,841)
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Disposals during the period - 64,380 21,420 (2,922) - 82,878
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Impairment during the
period (41,328) (1,602) (7,220) (1,983) - (52,133)
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Transfers - (55,802) 55,802 - - -
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
At 1 January 2023 (14,891,983) (6,820,336) (3,236,904) (1,717,177) (11,237) (26,677,637)
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Net Book Value as at
3 January 2022 15,960,380 4,210,982 1,693,671 1,295,014 33,202 23,193,249
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
Net Book Value as at
1 January 2023 13,704,427 3,550,838 1,856,402 1,274,070 27,073 20,412,810
---------------------------- ------------ ----------- ------------- ------------- ---------- ------------
The right of use assets relates to one class of underlying
assets, being the property leases entered into for various
restaurants.
At each reporting date the Group considers any indication of
impairment to the carrying value of its property, plant and
equipment. The assessment is based on expected future cash flows
and Value-in-Use calculations are performed annually and at each
reporting date and is carried out on each restaurant as these are
separate 'cash generating units' (CGU). Value-in-use was calculated
as the net present value of the projected risk-adjusted post-tax
cash flows plus a terminal value of the CGU. A pre-tax discount
rate was applied to calculate the net present value of pre-tax cash
flows. The discount rate was calculated using a market participant
weighted average cost of capital. A single rate has been used for
all restaurants as management believe the risks to be the same for
all restaurants.
The recoverable amount of each CGU has been calculated with
reference to its value-in-use. The key assumptions of this
calculation are shown below:
Sales growth 3%
--------------------------- -------------------
Discount rate 5.5%
Number of years projected over life of lease
The projected sales growth was based on the Group's latest
forecasts at the time of review. The key assumptions in the
cashflow pertain to revenue growth. Management have determined that
growth based on industry average growth rates and actuals achieved
historically are the best indication of growth going forward. The
Directors are confident that the Group is largely immune from the
effects of Brexit and forecasts have considered the impact of
inflation and rising energy costs. Management has also performed
sensitivity analysis on sales inputs to the model and noted no
material sensitivities in the model.
Based on the review, an impairment charge of GBP52,133 (2022:
GBP336,357) was recorded for the year.
11. Subsidiaries
The subsidiaries of Comptoir Group PLC, all of which have been
included in these consolidated financial statements, are as
follows:
Name Country of incorporation Proportion of ownership
and principal place of interest as at year
business end
2023** 2022
Timerest Limited England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Chabane Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Franchise Limited England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Shawa Group Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Shawa Bluewater Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Shawa Limited England & Wales 100% 100%
Shawa Westfield Limited England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Shawa Rupert Street Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Stratford Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir South Ken Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Soho Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Central Production
Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Westfield London Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Levant Restaurants Group Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Chelsea Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Bluewater Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Wigmore Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Kingston Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Broadgate Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Manchester Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Restaurants Limited England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Leeds Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Oxford Street Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir I.P. Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Reading Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Bath Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Exeter Limited* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Yalla Yalla Restaurants Limited England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Haymarket Ltd* England & Wales 100% 100%
----------------------------------- --------------------------- --------------- ----------
Comptoir Oxford Limited* England & Wales 100% 100%
*Dormant companies
**52 weeks ending 1 January 2023
The registered office address for all subsidiaries is Unit 2,
Plantain Place, Crosby Row, London, England, SE1 1YN.
12. Inventories
Group 1 January Group 2 January
2023 2022
GBP GBP
------------------------------------ ----------------- -----------------
Finished goods and goods for resale 474,655 465,890
------------------------------------ ----------------- -----------------
13. Trade and other receivables
Group 1 January Group 2 January
2023 2022
GBP GBP
Trade receivables 256,841 51,389
---------------------------------- ----------------- -----------------
Other receivables 318,018 323,687
---------------------------------- ----------------- -----------------
Prepayments and accrued income 645,194 323,918
---------------------------------- ----------------- -----------------
Total trade and other receivables GBP1,220,053 698,994
---------------------------------- ----------------- -----------------
14. Trade and other payables
Group 1 January Group 2 January
2023 2022
GBP GBP
Trade payables 2,307,855 2,027,821
Accruals 2,701,001 3,054,952
----------------------------------- ----------------- -----------------
Other taxation and social security 1,309,913 996,938
----------------------------------- ----------------- -----------------
Other payables 80,906 51,828
----------------------------------- ----------------- -----------------
Total trade and other payables 6,399,675 6,131,539
----------------------------------- ----------------- -----------------
15. Borrowings
Group 1 January Group 2 January
2023 2022
GBP GBP
Amounts falling due within one year:
---------------------------------------- ----------------- -----------------
Bank loans 600,000 600,000
---------------------------------------- ----------------- -----------------
Total borrowings 600,000 600,000
---------------------------------------- ----------------- -----------------
Amounts falling due after more than one
year:
---------------------------------------- ----------------- -----------------
Bank loans 1,600,000 2,200,000
---------------------------------------- ----------------- -----------------
Total borrowings 1,600,000 2,200,000
---------------------------------------- ----------------- -----------------
The bank loan relates to a GBP3m Coronavirus Business
Interruption Loan Scheme ("CBILS") loan.
The CBILS loan is secured by way of fixed charges over the
assets of various Group companies. The CBIL loan of GBP2,200,000
represent amounts repayable within one year of GBP600,000 (2022:
GBP600,000) and GBP1,600,000 (2022: GBP2,200,000) repayable in more
than one year. The bank loan has a six-year term with maturity date
in 2026. The loan has an initial interest free period of 12 months
followed by a rate of interest of 2.5% over the Bank base rate.
16. Provisions for liabilities
1 January 2023 2 January 2022
GBP GBP
Provisions for leasehold property dilapidations 167,953 133,369
Provisions for rent reviews per lease
agreements - 373,033
------------------------------------------------ ---------------- ----------------
Provisions for payroll pension costs 194,135 353,012
------------------------------------------------ ---------------- ----------------
Total provisions 362,088 859,414
------------------------------------------------ ---------------- ----------------
Movements on provisions: GBP GBP
------------------------------------------------ ---------------- ----------------
At beginning of period 859,414 832,455
------------------------------------------------ ---------------- ----------------
Provision in the year (net of releases) (497,326) 26,959
------------------------------------------------ ---------------- ----------------
At end of period 362,088 859,414
------------------------------------------------ ---------------- ----------------
Provisions for leasehold property dilapidation repairs are
recognised when the Group has a present obligation to carry out
dilapidation repair work on the leasehold premises before the
property is vacated. The amount recognised as a provision is the
best estimate of the costs required to carry out the dilapidations
work and
is spread over the expected period of the tenancy.
Provisions for rent reviews relates to any increases in rent
that may become payable based on scheduled rent review dates as per
lease agreements. This was all settled during the period.
The payroll provision relates to a one-off provision as a result
of a review of the current pension scheme in place as part of the
transition to Payroll Bureau services.
17. Deferred taxation
Deferred tax assets and liabilities are offset where the Group
or Company has a legally enforceable right to do so. The following
is the analysis of the deferred tax balances (after offset) for
financial reporting purposes:
Group Liabilities Liabilities Assets 2023 Assets 2022
2023 2022
GBP GBP GBP GBP
Accelerated capital
allowances (351,425) (344,190) - -
--------------------- ------------- ------------- ---------------------------- ----------------------------
Tax losses - - 79,458 450,849
--------------------- ------------- ------------- ---------------------------- ----------------------------
(351,425) (344,190) 79,458 450,849
--------------------- ------------- ------------- ---------------------------- ----------------------------
Movements in the year: Group 2023 Group 2022
GBP GBP
Net liability at 1 January (106,659) -
----------------------------------------------- ---------------------------- ----------------------------
(Credit)/charge to Statement of Comprehensive
Income (note 7) 378,626 (106,659)
----------------------------------------------- ---------------------------- ----------------------------
Net liability/(asset) at year end 271,967 (106,659)
----------------------------------------------- ---------------------------- ----------------------------
The deferred tax liability set out above is related to
accelerated capital allowances and will reverse over the period
that the fixed assets to which it relates are depreciated. The
deferred tax asset on tax losses has been recognised as management
expect that there will be sufficient profits available in future to
utilise against this amount.
18. Share capital
Number of 1p shares
Authorised, issued and fully paid 1 January 2023 2 January 2022
GBP GBP
Brought forward 122,666,667 122,666,667
---------------------------------- ---------------- ----------------
Issued in the period - -
---------------------------------- ---------------- ----------------
At the end of the year 122,666,667 122,666,667
---------------------------------- ---------------- ----------------
Nominal value
----------------------------------
Authorised, issued and fully paid 1 January 2023 2 January 2022
GBP GBP
Brought forward 1,226,667 1,226,667
---------------------------------- ---------------- ----------------
Issued in the period - -
---------------------------------- ---------------- ----------------
At the end of the year 1,226,667 1,226,667
---------------------------------- ---------------- ----------------
19. Other reserves
The other reserves amount of GBP145,099 (2022: GBP129,722) on
the balance sheet reflects the credit to equity made in respect of
the charge for share-based payments made through the income
statement and the purchase of shares in the market in order to
satisfy the vesting of existing and future share awards under the
Long-Term Incentive Plan. For further details, refer to note
21.
20. Retirement benefit schemes
Defined contribution schemes 1 January 2023 2 January 2022
GBP GBP
------------------------------- ---------------- ----------------
Charge to profit and loss 159,281 140,908
------------------------------- ---------------- ----------------
A defined contribution scheme is operated for all qualifying
employees. The assets of the scheme are held separately from those
of the Group in an independently administered fund.
21. Share-based payments
Equity-settled share-based payments
On 4 July 2018, the Group established a Company Share Option
Plan ("CSOP") under which 4,890,000 share options were granted to
key employees. On the same day, the options which had been granted
under the Group's existing EMI share option scheme were
cancelled.
The CSOP scheme includes all subsidiary companies headed by
Comptoir Group PLC. The exercise price of all of the options is
GBP0.1025 and the term to expiration is 3 years from the date of
grant, being 4 July 2018. All of the options have the same vesting
conditions attached to them.
On 21 May 2021, the Group established a new Company Share Option
Plan ("CSOP") under which 3,245,000 share options were granted to
key employees. The CSOP scheme includes all subsidiary companies
headed by Comptoir Group PLC. The exercise price of all of the
options is GBP0.0723 and the term to expiration is 3 years from the
date of grant, being 21 May 2021. All of the options have the same
vesting conditions attached to them.
A share-based payment charge of GBP15,377 (2022: GBP32,436) was
recognised during the year in relation to the new scheme and this
amount is included within administrative expenses and added back in
calculating adjusted EBITDA.
1 January 2 January 2022
2023 average exercise
average exercise price
price
No. of shares GBP No. of shares GBP
GBP
CSOP options
-------------
Options outstanding, beginning
of year 6,045,000 0.1025 3,310,000 0.1025
--------------------------------- ------------- ------------------ ------------- ------
Granted - 0.0723 3,245,000 0.0723
--------------------------------- ------------- ------------------ ------------- ------
Cancelled (1,775,000) - (510,000) -
--------------------------------- ------------- ------------------ ------------- ------
Options outstanding, end of year 4,270,000 0.0874 6,045,000 0.0874
--------------------------------- ------------- ------------------ ------------- ------
Options exercisable, end of year 2,300,000 0.1025 3,200,000 0.1025
--------------------------------- ------------- ------------------ ------------- ------
The Black-Scholes option pricing model is used to estimate the
fair value of options granted under the Group's share-based
compensation plan. The range of assumptions used and the resulting
weighted average fair value of options granted at the date of grant
for the Group were as follows:
July 2018 On grant date May 2021
On grant date
Risk free rate of return 0.1% 0.39%
--------------------------------------- ---------- ---------------
Expected term 3 years 3 years
--------------------------------------- ---------- ---------------
Estimated volatility 51.3% 64%
--------------------------------------- ---------- ---------------
Expected dividend yield 0% 0%
--------------------------------------- ---------- ---------------
Weighted average fair value of options GBP0.03527 GBP0.03050
granted
--------------------------------------- ---------- ---------------
Risk free interest rate
The risk-free interest rate is based on the UK 10-year Gilt
yield.
Expected term
The expected term represents the maximum term that the Group's
share options in relation to employees of the Group are expected to
be outstanding. The expected term is based on expectations using
information available.
Estimated volatility
The estimated volatility is the amount by which the price is
expected to fluctuate during the period. No share options were
granted during the current year, the estimated volatility for the
share options issued in the prior year was determined based on the
standard deviation of share price fluctuations of similar
businesses.
Expected dividends
Comptoir's Board of Directors may from time to time declare
dividends on its outstanding shares. Any determination to declare
and pay dividends will be made by Comptoir Group PLC's Board of
Directors and will depend upon the Group's results, earnings,
capital requirements, financial condition, business prospects,
contractual restrictions and other factors deemed relevant by the
Board of Directors. In the event that a dividend is declared, there
is no assurance with respect to the amount, timing or frequency of
any such dividends. Based on this uncertainty and unknown
frequency, no dividend rate was used in the assumptions to
calculate the share based compensation expense.
22. Reconciliation of profit to cash generated from
operations
1 January 2023 2 January 2022
GBP GBP
Operating profit for the year 1,945,147 2,347,261
--------------------------------------- ---------------- ----------------
Depreciation 3,252,841 3,659,196
--------------------------------------- ---------------- ----------------
Loss on disposal of fixed assets 8,188 38,098
Impairment of assets 78,266 336,356
--------------------------------------- ---------------- ----------------
Rent concessions (171,856) (1,284,744)
--------------------------------------- ---------------- ----------------
Lease modifications - (444,359)
--------------------------------------- ---------------- ----------------
Share-based payment charge 15,377 32,436
--------------------------------------- ---------------- ----------------
Movements in working capital
---------------- ----------------
Increase in inventories (8,765) (41,219)
--------------------------------------- ---------------- ----------------
(Increase)/decrease in trade and other
receivables (521,065) 401,934
--------------------------------------- ---------------- ----------------
Decrease in payables and provisions (229,184) (369,173)
--------------------------------------- ---------------- ----------------
Cash from operations 4,368,949 4,675,786
--------------------------------------- ---------------- ----------------
23. Reconciliation of changes in cash to the movement in net
cash/(debt)
Net cash/(debt): 1 January 2023 2 January 2022
GBP GBP
At the beginning of the period (13,314,538) (17,771,065)
--------------------------------- ---------------- ----------------
Movements in the year:
--------------------------------- ---------------- ----------------
Bank and other borrowings 600,000 200,000
--------------------------------- ---------------- ----------------
Lease liabilities 3,031,097 2,014,626
--------------------------------- ---------------- ----------------
Non-cash movements in the period (728,236) 207,778
--------------------------------- ---------------- ----------------
Cash inflow 62,524 2,034,123
--------------------------------- ---------------- ----------------
At the end of the period (10,349,153) (13,314,538)
--------------------------------- ---------------- ----------------
Cash flow Non- cash flow
Represented by: At 1 January movements movements in At 2 January
2021 in the period the period 2022
GBP GBP GBP GBP
Cash and cash equivalents 7,833,676 2,034,123 - 9,867,799
-------------------------- -------------- --------------- ---------------- --------------
Bank loans (3,000,000) 200,000 - (2,800,000)
-------------------------- -------------- --------------- ---------------- --------------
Lease liabilities (22,604,741) 2,014,626 207,778 (20,382,337)
-------------------------- -------------- --------------- ---------------- --------------
(17,771,065) 4,248,749 207,778 (13,314,538)
-------------------------- -------------- --------------- ---------------- --------------
Cash flow Non- cash flow
At 3 January movements movements in At 1 January
2022 in the period the period 2023
GBP GBP GBP GBP
Cash and cash equivalents 9,867,799 62,524 - 9,930,323
-------------------------- -------------- --------------- ---------------- --------------
Bank loans (2,800,000) 600,000 - (2,200,000)
-------------------------- -------------- --------------- ---------------- --------------
Lease liabilities (20,382,337) 3,031,097 (728,236) (18,079,476)
-------------------------- -------------- --------------- ---------------- --------------
(13,314,538) 3,693,621 (728,236) (10,349,153)
-------------------------- -------------- --------------- ---------------- --------------
24. Financial instruments
The Group finances its operations through equity and borrowings,
with the borrowing interest subject to 2.5% per annum over base
rate.
Management pay rigorous attention to treasury management
requirements and continue to:
-- Ensure sufficient committed loan facilities are in place to
support anticipated business requirements;
-- Ensure the Group's debt service will be supported by
anticipated cash flows and that covenants will be complied with;
and
-- Manage interest rate exposure with a combination of floating
rate debt and interest rate swaps when deemed appropriate
The Board closely monitors the Group's treasury strategy and the
management of treasury risk. Further details of the Group's capital
risk management can be found in the report of the Directors
Further details on the business risk factors that are considered
to affect the Group are included in the Strategic Report and more
specific financial risk management (including sensitivity to
increases in interest rates) are included in the Report of the
Directors. Further details on market and economic risk and headroom
against covenants are included in the Strategic Report.
Financial assets and liabilities
Group financial assets: 1 January 2023 2 January 2022
GBP GBP
Cash and cash equivalents 9,930,323 9,867,799
---------------------------- ---------------- ----------------
Trade and other receivables 574,859 375,076
---------------------------- ---------------- ----------------
Total financial assets 10,505,182 10,242,875
---------------------------- ---------------- ----------------
Group financial liabilities: 1 January 2023 2 January 2022
GBP GBP
Trade and other payables excl. corporation
tax 5,276,259 5,919,360
------------------------------------------- ---------------- ----------------
Bank loan 600,000 600,000
------------------------------------------- ---------------- ----------------
Short-term financial liabilities 5,876,259 6,519,360
------------------------------------------- ---------------- ----------------
Bank loan 1,600,000 2,200,000
------------------------------------------- ---------------- ----------------
Long-term financial liabilities 1,600,000 2,200,000
------------------------------------------- ---------------- ----------------
Total financial liabilities 7,476,259 8,719,360
------------------------------------------- ---------------- ----------------
The bank loan has an interest rate of 2.5% per annum over base
rate
The maturity profile of anticipated gross future cash flows,
including interest, relating to the Group's non-derivative
financial liabilities, on an undiscounted basis, are set out
below:
Trade and other Bank loans
payables*
GBP GBP
As at 2 January 2022
------------------------- ----------------- ------------
Within one year 6,990,953 600,000
------------------------- ----------------- ------------
Within two to five years - 2,200,000
------------------------- ----------------- ------------
Total 6,990,953 2,800,000
------------------------- ----------------- ------------
As at 1 January 2023
------------------------- ----------------- ------------
Within one year 6,761,763 600,000
------------------------- ----------------- ------------
Within two to five years - 1,600,000
------------------------- ----------------- ------------
Total 6,761,763 2,200,000
------------------------- ----------------- ------------
*Excluding corporation tax.
Fair value of financial assets and liabilities
All financial assets and liabilities are accounted for at cost
and the Directors consider the carrying value to approximate their
fair value.
Financial risk management
The Group's and Company's financial instruments comprise
investments, cash and liquid resources, and various items, such as
trade receivables and trade payables that arise directly from its
operations. The vast majority of the Group's and Company's
financial investments are denominated in sterling.
Neither the Group nor the Company enter into derivatives or
hedging transactions. It is, and has been throughout the period
under review, the Group's and Company's policy that no trading in
financial instruments shall be undertaken.
The main risks arising from the Group's and Company's financial
instruments are credit risk, liquidity risk, foreign currency risk,
interest rate risk and investment risk. The Group does not have a
material exposure to foreign currency risk.
The Board reviews policies for managing each of these risks, and
they are summarised as follows:
Credit Risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial losses to the
Group. Counterparties for cash balances are with large established
financial institutions. The Group is exposed to credit related
losses in the event of non-performance by the financial
institutions but does not expect them to fail to meet their
obligations.
As a retail business with trading receipts settled either by
cash or credit and debit cards, there is very limited exposure from
guest transactions. The Group is exposed to credit risk in respect
of commercial discounts receivable from suppliers but the Directors
believe adequate provision has been made in respect of doubtful
debts and there are no material amounts past due that have not been
provided against.
The carrying amount of financial assets recorded in the
financial statements, net of any allowances for losses, represents
the Group's maximum exposure to credit risk.
Liquidity risk
The Group has built an appropriate mechanism to manage liquidity
risk of the short, medium and long-term funding and liquidity
management requirements. Liquidity risk is managed through the
maintenance of adequate cash reserves and bank facilities by
monitoring forecast and actual cash flows and matching the maturity
profiles of financial assets and liabilities. The Group's loan
facilities (as set out in note 16), ensure continuity of funding,
provided the Group continues to meet its covenant requirements (as
detailed in the report of the Directors).
Foreign currency risk
The Group is not materially exposed to changes in foreign
currency rates and does not use foreign exchange forward
contracts.
Interest rate risk
Exposure to interest rate movements has been controlled
historically through the use of floating rate debt to achieve a
balanced interest rate profile. The Group does not currently have
any interest rate swaps in place as the continued reduction in the
level of debt combined with current market conditions results in a
low level of exposure. The Group's exposure will continue to be
monitored and the use of interest rate swaps may be considered in
the future.
Investment risk
Investment risk includes investing in companies that may not
perform as expected. The Group's investment criteria focus on the
quality of the business and the management team of the target
company, market potential and the ability of the investment to
attain the returns required within the time horizon set for the
investment. Due diligence is undertaken on each investment. The
Group regularly reviews the investments in order to monitor the
level of risk and mitigate exposure where appropriate.
26. Lease commitments
The Group has leases assets including 25 restaurants and one
head office location within the United Kingdom. The Group has
elected to not take the practical expedient for short term and low
values leases, therefore all leases have been included. The
remaining lease terms range from less than one year to 19 years
with an average remaining lease term of 7 years.
Information about leases for which the Group is a lessee is
presented below:
Net book value of right of use assets 1 January 2023 2 January 2022
GBP GBP
Balance at 1 January 15,960,380 17,596,744
---------------------------------------- ---------------- ----------------
Additions - 961,807
---------------------------------------- ---------------- ----------------
Depreciation change (2,166,098) (2,286,551)
---------------------------------------- ---------------- ----------------
Impairment charge (41,328) (70,101)
Modifications (48,527) (241,519)
---------------------------------------- ---------------- ----------------
13,704,427 15,960,380
---------------------------------------- ---------------- ----------------
Maturity analysis - contractual undiscounted 1 January 2023 2 January 2022
cash flows
GBP GBP
Within one year (2,982,848) (3,108,285)
----------------------------------------------- ---------------- ----------------
More than one year (18,763,863) (21,746,711)
----------------------------------------------- ---------------- ----------------
(21,746,711) (24,854,996)
----------------------------------------------- ---------------- ----------------
Lease liabilities included in the statement 1 January 2023 2 January 2022
of financial position
GBP GBP
Current (2,351,410) (2,387,104)
---------------------------------------------- ---------------- ----------------
Non-current (15,728,066) (17,995,233)
---------------------------------------------- ---------------- ----------------
(18,079,476) (20,382,337)
---------------------------------------------- ---------------- ----------------
Amounts charged/(credited) in profit 1 January 2023 2 January 2022
or loss
GBP GBP
Interest on lease liabilities 948,619 801,037
--------------------------------------------- ---------------- ----------------
Expenses relating to variable lease payments 444,327 613,531
--------------------------------------------- ---------------- ----------------
Rent concessions (171,856) (1,284,744)
Lease modifications - (444,359)
--------------------------------------------- ---------------- ----------------
1,221,090 (314,535)
--------------------------------------------- ---------------- ----------------
Some restaurant leases contained clauses on variable lease
payments where additional lease payments may be required dependant
on the revenue being generated at that particular restaurant.
Variable lease payments ranged from 9% -15% of revenue in excess of
the existing base rent per the respective lease agreements.
Amounts recognised in statement of cash 1 January 2023 2 January 2022
flow
GBP GBP
Total cash outflow for leases 3,031,097 2,014,626
------------------------------------------ ---------------- ----------------
3,031,097 2,014,626
------------------------------------------ ---------------- ----------------
27. Related party transactions
Remuneration in respect of key management personnel, defined as
the Directors for this purpose, is disclosed
in note 5. Further information concerning the Directors'
remuneration is provided in the Directors' remuneration report.
During the year, the Group paid fees to the following related
parties:
Remuneration Pension Total
GBP GBP GBP
M Kitous 35,200 854 36,054
--------- -------------- --------- -------
L Kitous 18,418 365 18,783
--------- -------------- --------- -------
53,618 1,219 54,837
--------- -------------- --------- -------
During the period, the Group also paid fees of GBP68,655 (2022:
GBP41,250) to Messrs Gerald Edelman, a firm in which former
Non-Executive Director R Kleiner is a partner. The fees were paid
in relation to accountancy and corporate finance services provided
to the Group.
Subsequent events
On 27 January 2023, the Group exited their lease for the
Comptoir Libanais Leeds restaurant.
Ultimate controlling party
The Company has a number of shareholders and is not under the
control of any one person or ultimate controlling party.
Parent Company accounts (under UK GAAP) Company balance sheet as
at 2 January 2022
Notes 1 January 2023 2 January 2022
GBP GBP
Fixed assets
---------------- ----------------
Intangible assets ii 29,134 42,110
--------------------------- -------- ---------------- ----------------
Tangible assets iii 10,282 11,749
Investments iv 146,479 131,102
--------------------------- -------- ---------------- ----------------
Current assets 185,895 184,961
------------------------------------- ---------------- ----------------
Debtors v 3,635,522 4,178,022
--------------------------- -------- ---------------- ----------------
Cash and cash equivalents 54,236 517,285
------------------------------------- ---------------- ----------------
3,689,758 4,695,307
------------------------------------- ---------------- ----------------
Total assets 3,875,653 4,880,268
------------------------------------- ---------------- ----------------
Liabilities
------------------------------------- ---------------- ----------------
Current liabilities
------------------------------------- ---------------- ----------------
Creditors vi (1,501,421) (1,197,993)
--------------------------- -------- ---------------- ----------------
Borrowings vii (600,000) (600,000)
--------------------------- -------- ---------------- ----------------
(2,101,421) (1,797,993)
------------------------------------- ---------------- ----------------
Non-current liabilities
------------------------------------- ---------------- ----------------
Borrowings vii (1,600,000) (2,200,000)
--------------------------- -------- ---------------- ----------------
Provisions for liabilities viii (1,238) (1,070)
--------------------------- -------- ---------------- ----------------
Total liabilities (3,702,659) (3,999,063)
------------------------------------- ---------------- ----------------
Net assets 172,994 881,205
------------------------------------- ---------------- ----------------
Equity
------------------------------------- ---------------- ----------------
Share capital ix 1,226,667 1,226,667
--------------------------- -------- ---------------- ----------------
Share premium ix 10,050,313 10,050,313
--------------------------- -------- ---------------- ----------------
Other reserves ix 145,099 129,722
--------------------------- -------- ---------------- ----------------
Retained earnings ix (11,249,085) (10,525,497)
--------------------------- -------- ---------------- ----------------
Total equity 172,994 881,205
------------------------------------- ---------------- ----------------
As permitted by section 408 of the Companies Act 2006, a
separate profit and loss account has not been presented for the
holding company. During the year the Company recorded a loss of
GBP723,588 (2022: GBP30,108). Remuneration of the auditor is borne
by a subsidiary undertaking, Timerest Limited.
The financial statements of Comptoir Group PLC (company
registration number 07741283) were approved by the Board of
Directors and authorised for issue on 09 May 2023 and were signed
on its behalf by:
Nick Ayerst - Chief Executive Officer
Company financial statements - under UK GAAP
Accounting policies and basis of preparation
Basis of accounting
The financial statements for the Company have been prepared
under FRS 102 'The Financial Reporting Standard applicable in the
UK and Republic of Ireland' (FRS 102") and the requirements of the
Companies Act 2006. The Group financial statements have been
prepared under IFRS and are shown separately. The Company financial
statements have been prepared under the historical cost convention
in accordance with applicable UK accounting standards and on the
going concern basis.
This company is a qualifying entity for the purposes of FRS 102,
being a member of a Group where the parent of that Group prepares
publicly available consolidated financial statements, including
this Company, which are intended to give a true and fair view of
the assets, liabilities, financial position and profit or loss of
the Group. The Company has therefore taken advantage of exemptions
from the following disclosure requirements:
Section 7 'Statement of Cash Flows' - Presentation of a
statement of cash flow and related notes and disclosures;
Section 33 'Related Party Disclosures' - Compensation for key
management personnel The financial statements of the Company are
consolidated in the financial statements of Comptoir Group PLC,
which are available at the Companies House.
Going concern
The Board of Directors have, at the time of approving the
financial statements, a reasonable expectation that the Company has
adequate resources to continue in operational existence for the
foreseeable future. More details on the going concern uncertainties
are discussed in the going concern note in the Principal Accounting
Policies for the Consolidated Financial Statements. Thus, the Board
continues to adopt the going concern basis of accounting in
preparing the financial statements.
Dividends
Equity dividends are recognised when they become legally
payable. Interim dividends are recognised when paid. Final equity
dividends are recognised when approved by the shareholders at an
annual general meeting.
Investments in subsidiaries
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Group (its
subsidiaries).
The results of subsidiaries acquired or disposed of during the
year are included in total comprehensive income from the effective
date of acquisition and up to the effective date of disposal, as
appropriate using accounting policies consistent with those of the
parent. All intra-group transactions, balances, income and expenses
are eliminated in full on consolidation.
Investments are valued at cost less any provision for
impairment.
Intangible assets - goodwill
Goodwill is the difference between amounts paid on the
acquisition of a business and the fair value of the identifiable
assets and liabilities. It is amortised to the income statement
over its economic life, which is estimated to be ten years from the
date of acquisition.
Tangible assets
Items of property, plant and equipment are stated at cost less
accumulated depreciation and impairment losses.
Depreciation
Depreciation is charged to the income statement on a reducing
balance basis and on a straight-line basis over the estimated
useful lives of corresponding items of property, plant and
equipment:
Plant and machinery - 15% on reducing balance
Fixture, fittings and equipment - 10% on reducing balance.
Share-based payment transactions
The share options have been accounted for as an expense in the
Company in which the employees are employed, using a valuation
based on the Black-Scholes model.
An increase in the investment held by the Company in the
subsidiary in which the employees are employed, with a
corresponding increase in equity, is recognised in the accounts of
the Company. Information in respect of the Company's share-based
payment schemes is provided in Note 21 to the consolidated
financial statements. The value is accounted for as a capital
contribution in relevant Group subsidiaries that employ the staff
members to whom awards of share options have been made.
Reserves
The Company's reserves are as follows:
-- Called up share capital represents the nominal value of the shares issued
-- Share premium represents amounts paid in excess of the nominal value of shares
-- Other reserves represent share-based payment charges recognised in equity, and;
-- Retained earnings represents cumulative profits or losses,
net of dividends paid and other adjustments
Company financial statements - under UK GAAP
Notes to the financial statements
i) Employee costs and numbers
The Company has no employees. All Group employees and Directors'
remuneration are disclosed within the Group's consolidated
financial statements.
ii) Intangible assets
Goodwill Total
GBP
Cost
---------------------------------------- --------
At 1 January 2021 89,961
---------------------------------------- --------
Additions during the year -
---------------------------------------- --------
At 2 January 2022 89,961
---------------------------------------- --------
Accumulated amortisation and impairment
---------------------------------------- --------
At 1 January 2021 (38,855)
---------------------------------------- --------
Amortisation during the year (8,996)
---------------------------------------- --------
At 2 January 2022 (47,851)
---------------------------------------- --------
Net Book Value as at 31 December 2020 51,106
---------------------------------------- --------
Net Book Value as at 2 January 2022 42,110
---------------------------------------- --------
Cost
---------------------------------------- --------
At 3 January 2022 89,961
---------------------------------------- --------
Additions during the year -
---------------------------------------- --------
At 1 January 2023 89,961
---------------------------------------- --------
Accumulated amortisation and impairment
--------
At 3 January 2022 (47,851)
---------------------------------------- --------
Amortisation during the year (8,996)
---------------------------------------- --------
Impairment during the year (3,980)
---------------------------------------- --------
At 1 January 2023 (60,827)
---------------------------------------- --------
Net Book Value as at 2 January 2022 42,110
---------------------------------------- --------
Net Book Value as at 1 January 2023 29,134
---------------------------------------- --------
The intangible assets reported on the statement of financial
position consists of goodwill arising on the acquisition on 14
December 2016 of the trade and assets of Agushia Limited. In
accordance with FRS 102, goodwill arising on business combinations
is amortised over the expected life of the asset and is subject to
an impairment review annually if the life of the assets is
indefinite or expected to be greater than 10 years, or more
frequently if events or changes in circumstances indicate that it
might be impaired.
Therefore, goodwill arising on acquisition is monitored to
compare the value in use to its carrying value. During the period
an impairment charge of GBP3,980 (2022: GBPnil) was recorded.
iii) Property, plant and equipment
Leasehold Plant & Fixtures, Total
land & buildings machinery fittings
& equipment
GBP GBP GBP GBP
Cost
------------------------------------ --------------------------------------------------------
At 1 January 2021 11,290 26,655 5,555 43,500
------------------------------------ ------------------ ----------- ------------- --------
At 2 January 2022 11,290 26,655 5,555 43,500
------------------------------------ ------------------ ----------- ------------- --------
Accumulated depreciation and
impairment
------------------------------------ --------------------------------------------------------
At 1 January 2021 (11,290) (16,204) (2,602) (30,096)
------------------------------------ ------------------ ----------- ------------- --------
Depreciation during the year - (1,381) (274) (1,655)
------------------------------------ ------------------ ----------- ------------- --------
At 2 January 2022 (11,290) (17,585) (2,876) (31,751)
------------------------------------ ------------------ ----------- ------------- --------
Net Book Value as at 31 December
2020 - 10,451 2,953 13,404
------------------------------------ ------------------ ----------- ------------- --------
Net Book Value as at 2 January
2022 - 9,070 2,679 11,749
------------------------------------ ------------------ ----------- ------------- --------
Cost
------------------------------------ --------------------------------------------------------
At 3 January 2022 11,290 26,655 5,555 43,500
------------------------------------ ------------------ ----------- ------------- --------
Disposals during the year (11,290) - - (11,290)
------------------------------------ ------------------ ----------- ------------- --------
At 1 January 2023 - 26,655 5,555 32,210
------------------------------------ ------------------ ----------- ------------- --------
Accumulated depreciation and
impairment
------------------------------------ --------------------------------------------------------
At 3 January 2022 (11,290) (17,585) (2,876) (31,751)
------------------------------------ ------------------ ----------- ------------- --------
Depreciation during the year - (1,215) (252) (1,467)
------------------------------------ ------------------ ----------- ------------- --------
Depreciation eliminated on disposal 11,290 - - 11,290
------------------------------------ ------------------ ----------- ------------- --------
At 1 January 2023 - (18,800) (3,128) (21,928)
------------------------------------ ------------------ ----------- ------------- --------
Net Book Value as at 2 January
2022 - 9,070 2,679 11,749
------------------------------------ ------------------ ----------- ------------- --------
Net Book Value as at 1 January
2023 - 7,855 2,427 10,282
------------------------------------ ------------------ ----------- ------------- --------
iv) Investments in subsidiary undertakings
Shares Capital contributions Total
GBP GBP GBP
Cost
------------------------------------ ------------------------------------------
At 2 January 2022 1,380 129,722 131,102
------------------------------------ -------- ----------------------- -------
Share-based payment charge - 15,377 15,377
------------------------------------ -------- ----------------------- -------
At 1 January 2023 1,380 145,099 146,479
------------------------------------ -------- ----------------------- -------
Amounts written off
------------------------------------ ------------------------------------------
For the period ended 1 January 2023 - - -
------------------------------------ -------- ----------------------- -------
Net book value at 2 January 2022 1,380 129,722 131,102
------------------------------------ -------- ----------------------- -------
Net book value at 1 January 2023 1,380 145,099 146,479
------------------------------------ -------- ----------------------- -------
v) Debtors
1 January 2023 2 January 2022
GBP GBP
Other debtors 3,606 4,339
Amounts receivable from Group undertakings 3,631,916 4,171,566
---------------------------------------------- ---------------- ----------------
Total 3,635,522 4,175,905
---------------------------------------------- ---------------- ----------------
Amounts falling due after more than one year:
---------------------------------------------- ---------------- ----------------
Deferred tax asset - 2,117
---------------------------------------------- ---------------- ----------------
Total 3,635,522 4,178,022
---------------------------------------------- ---------------- ----------------
During the period, an impairment provision of GBP590,282 (2022:
GBPnil) was recorded in relation to amounts receivable from group
undertakings.
vi) Creditors
1 January 2023 2 January 2022
GBP GBP
Amounts due to Group undertakings 1,477,451 527,105
---------------------------------- ---------------- ----------------
Other creditors 1,470 670,888
---------------------------------- ---------------- ----------------
Accruals 22,500 -
---------------------------------- ---------------- ----------------
Total 1,501,421 1,197,993
---------------------------------- ---------------- ----------------
vii) Borrowings
1 January 2023 2 January 2022
GBP GBP
Amounts falling due within one year:
---------------------------------------- ---------------- ----------------
Bank loans 600,000 600,000
---------------------------------------- ---------------- ----------------
Total borrowings 600,000 600,000
---------------------------------------- ---------------- ----------------
Amounts falling due after more than one
year:
---------------- ----------------
Bank loans 1,600,000 2,200,000
---------------------------------------- ---------------- ----------------
Total borrowings 1,600,000 2,200,000
---------------------------------------- ---------------- ----------------
The bank loan relates to a GBP3m Coronavirus Business
Interruption Loan Scheme ("CBILS") loan.
The CBILS loan is secured by way of fixed charges over the
assets of various Group companies. The CBIL loan of GBP2,200,000
represent amounts repayable within one year of GBP600,000 (2022:
GBP600,000) and GBP1,600,000 (2022: GBP2,200,000) repayable in more
than one year. The bank loan has a six-year term with maturity date
in 2026. The loan has an initial interest free period of 12 months
followed by a rate of interest of 2.5% over the Bank base rate.
viii) Provisions
Deferred tax recognised in balance sheet: Total
GBP
Deferred tax liabilities:
-------------------------------------------- -------
Brought forward (1,047)
-------------------------------------------- -------
Charge/(credit) to profit or loss 2,285
-------------------------------------------- -------
Total 1,238
-------------------------------------------- -------
ix) Share capital and reserves
Share capital Share premium Other reserves Retained earnings Total
GBP GBP GBP GBP GBP
At 1 January 2021 1,226,667 10,050,313 97,286 (10,495,389) 878,877
---------------------------------- --------------- --------------- ---------------- ------------------- ---------
Share-based payment charge - - 32,436 - 32,436
---------------------------------- --------------- --------------- ---------------- ------------------- ---------
Total comprehensive loss for the
year - - - (30,108) (30,108)
---------------------------------- --------------- --------------- ---------------- ------------------- ---------
At 2 January 2022 1,226,667 10,050,313 129,722 (10,525,497) 881,205
---------------------------------- --------------- --------------- ---------------- ------------------- ---------
At 3 January 2022 1,226,667 10,050,313 129,722 (10,525,497) 881,205
Share-based payment charge - - 15,377 - 15,377
---------------------------------- --------------- --------------- ---------------- ------------------- ---------
Total comprehensive loss for the
year - - - (723,588) (723,588)
---------------------------------- --------------- --------------- ---------------- ------------------- ---------
At 1 January 2023 1,226,667 10,050,313 145,099 (11,249,085) 172,994
---------------------------------- --------------- --------------- ---------------- ------------------- ---------
x) Related party transactions
The Company has taken advantage of the exemption in FRS 102 and
has not disclosed transactions entered into between members of the
Group.
xi) Subsequent events
Details of subsequent events are discussed in note 28 to the
Group financial statements.
xii) Ultimate controlling party
The Company has no ultimate controlling party.
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END
FR SSUEEUEDSEEI
(END) Dow Jones Newswires
May 10, 2023 02:00 ET (06:00 GMT)
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