REG - Comptoir Group PLC - Final Results
30/05/2022 07:15
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RNS Number : 1501N Comptoir Group PLC 30 May 2022
30 May 2022
Comptoir Group Plc
("Comptoir", the "Group" or the "Company")
Final Results for the Year Ended 31 December 2021
Highlights:
· Group revenue of £20.7m up by 66.9% (2020 restated: £12.4m).
· Gross profit of £16.9m up by £7.1m (2020 restated: £9.8m).
· Adjusted EBITDA* before highlighted items of £6.4m. up by 357.1%
(2020: £1.4m).
· IFRS profit after tax of £1.6m (2020: £8.1m loss).
· All sites closed from 5 January 2021 for indoor dining, re-opened
in April 2021 for outdoor dining and dine-in from May 2021.
· Net cash and cash equivalents at the period end of £9.9m (31
December 2020: £7.8m).
· The basic profit per share for the year was 1.34 pence (2020:
basic loss per share 6.60 pence).
· Currently own and operate 21 restaurants, with a further 4
franchise restaurants.
Note that these results are impacted by COVID-19 related closures affecting
all restaurants in the Group from 19th March 2020.
*Adjusted EBITDA was calculated from the profit/(loss) before taxation adding
back interest, depreciation, share-based payments and non-recurring costs
(note 4).
Richard Kleiner, Non-Executive Chairman, said: "I'm pleased to report on the
Group's annual results for the 52-week period ended 2(nd) January 2022. We are
currently trading from 21 managed restaurants and 4 Franchise sites. The last
two years of the Covid-19 pandemic have bought considerable challenges that we
have had to deal with, and adapt to, as the circumstances demanded. The Board
can only express our continued thanks to our customers, suppliers, landlords
and especially our team who have navigated these challenges at every turn.
Once again, all our team members have worked tirelessly with incredible
dedication and passion to ensure we remain focused and ready to serve our
customers. As these results demonstrate we have emerged from this period in an
extremely strong position both financially and operationally and can look
forward to an exciting period of growth.
The Comptoir brand remains one known for its unique offering comprising
healthy food of an excellent quality, served in bold, vibrant and safe
environments, whilst retaining the genuine feel of family and friendly
hospitality, that reflects the very heart and soul of our offering.
Since reopening fully in the summer, once eat-in trade was permitted again,
the results were highly encouraging and although impacted by the December
restrictions, as the Omicron variant took hold, trading remained robust. We
are looking forward to continued trading conditions with no government
restrictions as customers continue to come back to the hospitality offering,
we are so well known for.
Of course, 2022 holds its own challenges with the end of government support in
respect of cessation of the reduced VAT rate and the normalisation of business
rates charges, as well as the continued pressure on the labour and procurement
markets. However, the management team have seen many periods of uncertainty
before and there is no doubt we will once again navigate these challenges and
continue to guide the group towards our exciting growth strategy. Therefore,
we look forward to the future with much optimism."
Enquiries:
Comptoir Group plc Tel: 0207 486 1111
Chaker Hanna
Canaccord Genuity Limited (NOMAD and Broker) Tel: 020 7523 8000
Max Hartley
Georgina McCooke
Chief Executive's review
For the period ended 2 January 2022
COVID-19 Update
Due to government indoor dining restrictions from early January, the start of
2021 was once again extremely difficult with all sites closed to eat in
customers. We reopened in April for outdoor dining and eventually dine-in was
permitted from May; from July onwards, all restrictions were completely
lifted. Trading levels from this point were extremely pleasing with sites
performing strongly against 2019. The group traded exceptionally well in the
second half of the year due to the positive impact of staycations, which
benefited sites outside of the main tourist and office areas. Although
December resulted in the hospitality sector being adversely impacted by
further government restrictions due to the Omicron variant, overall, our
results exceeded the Board expectations throughout the year.
Our forecasts have taken into consideration the additional pressure of
inflation and labour costs, which demonstrates that our unique offering
remains strong. As our results verify, we can now conclude the Group has
emerged from the difficulties of the last couple of years in a better position
than pre-pandemic, with strong financial performance and a high performing
portfolio of sites, allowing us to look to 2022 and beyond with great
confidence, including our ability to expand.
Customers
It was a pleasure to welcome customers back for dine-in from May 2021, and we
continue to ensure we offer fantastic value, as well an environment that is
inviting and bold. We periodically review and innovate our menu, with our
cuisine naturally attracting a vegan or vegetarian lifestyle, which is
increasingly popular. We use our guest feedback system to not only improve
the menu but also our offering.
People
Notwithstanding the labour market challenges, we are within 5% of our optimum
employment levels, reflecting our family ethics and retention practices.
Across the estate, we have never found ourselves in a position where we have
been unable to open due to a lack of team members, which is a contrast to the
regrettable situation that some restaurant brands have experienced. It is
with great pride that I can report that the majority of our team members
choose to remain dedicated to our brands whilst the group continues its
journey to reach maximum potential. Whilst we actively monitor labour costs,
we support the stalwarts of the business benefiting from generous contractual
payments, quarterly bonuses, ad hoc bonuses and other benefits inclusive of
amazing career progression.
I would like to take this opportunity, to thank each and every member of the
team who worked tirelessly to achieve our current success.
In anticipation of expansion, we are strengthening our management structure
and have recently appointed a Group Marketing Director and Procurement
Manager.
Property
Property related costs, and in particular rental costs, are a significant part
of our cost base, especially with limited income during closure. I am pleased
to report the majority of our landlords engaged with us in understanding the
difficulties that we all faced, and the Group has successfully achieved
consensual lease concessions and rent reductions for the lockdown periods for
most of the estate. Through the pragmatic approach and support of our
landlords we have managed to avoid formal procedures such as a company
voluntary arrangement ("CVA"). To that end, I would like to express our
gratitude for the financial assistance that our landlords offered in the
spirit of a true partnership.
I am pleased to inform you that we opened a second site in the Shawa brand in
Westfield on 17 September 2021, which has been extremely successful thus far
outperforming all expectations. We are looking to expand upon the Shawa
brand in the coming year and beyond, as we are in the most favourable position
since the launch of the Company and have sufficient funds in place to
accelerate our expansion.
We will continue to monitor and review the position of all our sites within
the estate.
Revenue and Operating Profit
The business traded with all restaurants fully open for dine in from May
2021. However, this compared favourably to the previous year where near to 6
full months of trade were lost to government restrictions and, as a
consequence, revenue increased 66.9% from £12.4m to £20.7m
The reported IFRS profit after tax was £1.6m (2020: £8.1m loss).
Post IFRS 16 Pre IFRS 16 Post IFRS 16 Pre IFRS 16
2 January 2 January 31 December 2020 31 December 2020
2022
2022
£ £ £ £
Sales 20,711,257 20,711,257 12,366,441 12,366,441
Adjusted EBITDA:
Profit/(loss) before tax 1,525,169 1,259,709 (8,149,855) (5,845,539)
Add back:
Depreciation 3,659,196 1,372,645 4,020,265 1,369,884
Finance costs 822,094 21,057 910,885 6,253
Impairment of assets 336,356 266,255 4,019,871 859,038
EBITDA 6,342,815 2,919,666 801,166 (3,610,364)
Share-based payments expense 32,436 32,436 14,578 14,578
Restaurant opening costs 10,489 10,489 53,378 53,378
Payroll provision - - 353,012 353,012
Loss on disposal of fixed assets 38,098 38,098 171,617 171,617
Adjusted EBITDA 6,423,838 3,000,689 1,393,751 (3,017,779)
The Group has also taken account of the amendment to IFRS16 COVID-19 related
rent concessions. Where the rent concession is a direct consequence of
COVID-19 and the reduction does not involve substantive changes to the lease
then the concessions can be credited to the profit and loss. This has resulted
in a one-off credit of £1.3m in the period.
The Board does not recommend the payment of any dividend at this time as it is
anticipated that all available funds will be required to ensure working
capital requirements are met over the foreseeable future.
Cashflow and Financing
Cash generated from operations was £4.7m (2020: £2.7m) reflecting the impact
of less closure periods across the year.
Capital expenditure for the year remained at a reduced level due to the
pandemic and totalled £0.4m (2020: £0.2m).
The £3m loan made available through the government-backed Coronavirus
Business Interruption Loan Scheme ("CBILS"), that was drawn down in 2020,
remains unutilised and is the company's only debt. Importantly, there are no
banking covenants with regard to such borrowings.
The Bank net cash position at the year-end was £9.9m (2020: £7.8m).
Current trading and outlook
As restrictions have been lifted, we have seen trading increase to such a
level that we remain optimistic about the sales performance compared to 2019,
although this will be tempered somewhat by rising costs. Although the end of
the rates relief, cessation of the reduced VAT rate and the introduction of
1.25% additional national insurance will impact the level of profitability our
future remains very positive. As a business, despite the difficult
challenges that came hand in hand with the pandemic, through hard work and
resilience we have emerged in a stronger position.
Having reviewed our operational controls and with the foundations that were
put in place over lockdown we are confident about our expansion strategy.
The Board believes that the potential for organic growth in both the Shawa and
Comptoir Libanais brands remains through a considered selection process and
effective management of successful sites, as well as through our Franchise
partners.
The investment in systems made during 2021, which includes Fourth Hospitality,
Access Maintain, Flow, Loke for the Comptoir App, as well as an overhaul of
the finance systems, has allowed the Company to leverage efficiencies and
ensure we have a market leading system platform allowing us to look ahead with
confidence.
Chaker Hanna
Chief Executive Officer
27 May 2022
Strategic Report
For the period ended 2 January 2022
The Directors present their strategic report for the period ended 2 January
2022.
Business model
The Group's principal brand is Comptoir Libanais, which operates Lebanese and
Eastern Mediterranean focused restaurants. The restaurants seek to offer an
all-day dining experience based around healthy and fresh food in a friendly,
colourful and vibrant environment, which presents value for money. Lebanese
and Eastern Mediterranean food is, in our opinion, a popular current food
trend due to its flavoursome, healthy, low fat and vegetarian-friendly
ingredients as well as the ability to easily share the food with friends.
We seek to design each Comptoir Libanais restaurant with a bold and fresh
design that is welcoming to all age groups and types of consumer. Each
Comptoir Libanais restaurant has posters and menus showing an artist's
impression of Sirine Jamal al Dine, an iconic Arabian actress, providing a
Middle Eastern 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 2021 at Comptoir Libanais was £20.82 and
the average spend at Shawa was lower at £16.21, 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 strategy is to grow our owned-site operations under both the Comptoir
Libanais and Shawa brands. While Comptoir Libanais is likely to remain the
principal focus of our operations, Shawa provides the opportunity to offer our
Lebanese food from a smaller footprint and therefore create greater
flexibility to our roll-out plans.
We also believe that there is still considerable potential to grow the Group's
franchised operations and we see this as a complimentary and relatively
low-risk route to extend the presence of our brands, both within the UK and in
overseas territories. We have seen the opening of another two sites with our
franchise partner HMS Host in Abu Dhabi Airport & Doha. Comptoir will
also shortly open with the same partner in Stanstead Airport.
The UK food delivery market continues to grow at pace, aided by increasing
technology enabling ease of ordering and quick access to a wide offering of
menus through apps such as UberEats. We negotiated new multi-platform
delivery agreements with Deliveroo, Just Eat and UberEats which commenced in
March 2020 and helped to drive significant further growth across this channel
through direct delivery to our customers.
Review of the business and key performance indicators (KPIs)
Covid-19 continued to impact the performance of the Group on a material basis,
however in comparison to 2020 the performance was stronger. As a result,
Group revenue grew by 66.9% to £20.7m (restated 2020 - £12.4m) and the
Consolidated Statement of Comprehensive Income shows a post-tax profit of
£1.6m (2020 - £8.1m loss). However, as stated above, at this stage in the
development of the business the Board believes that it is more helpful to
focus on adjusted EBITDA, which excludes non-recurring items and costs
incurred in connection with the opening of new restaurants and on this
measure, the underlying earnings of the group were £6.4m (2020 - £1.4m).
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 customers
is monitored via the scores from a programme of regular monthly "mystery
diner" visits to our restaurants carried out by HGem. Due to the pandemic, the
disruption has meant this measure has not been in use regularly. 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.
Further explanation of the performance of the business over the year is
provided in the Chairman's Statement and the Chief Executive's Review.
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 customer spend in our restaurants. The Covid-19 virus had a significant
impact on the hospitality sector and the wider UK and global economy. There
can be no argument on the devastating impact all in the industry have felt,
however, we are now looking forward to a period of normality as we return to
business as usual.
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 customer 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 Wage rates as well as the additional increase in the
Employers NI of 1.25% 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 on predictive and responsive labour scheduling
so that our costs are well controlled.
Economic conditions
The exit from the European Union and negotiations over future trading has left
a great deal of uncertainty that still may impact consumer spending. The war
in the Ukraine has direct consequences on the cost of fuel and will also
impact various food staples over the next 12 months that also needs to be
considered.
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 sites 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 sites and
the Board will continue to approach any potential new site with caution and be
highly selective in its evaluation of new sites to ensure that target levels
of return on investment are achieved.
Energy Consumption and Carbon Emissions
The Group is a 'quoted 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 DEFRA issued
'Greenhouse gas reporting: conversion factors 2021' conversion figures for
CO2e were used along with the fuel property figures to determine the kWh
content for Fleet. The chosen intensity measurement ratio is total gross
emissions in Kgs CO2e/Cover.
Greenhouse gas emissions and energy use data for the period ended 2 January
2022
2 Jan 2022 31 Dec 2020
Energy consumption breakdown (kWh):
Grid electricity 2,191,709 2,929,506
Natural gas 1,444,967 2,148,415
Company fleet 64,063 50,996
Total energy consumption (kWh) 3,700,739 5,128,917
Emissions (metric tonnes CO2e):
Scope 1
Natural gas 264.66 395.03
Company fleet 16.12 12.89
Scope 2
Grid electricity 465.37 682.99
Scope 3
Electiricy T&D 41.18 58.74
Total gross emissions in metric tonnes CO2e 787.33 1,149.65
Intensity ratio kg CO2e / Covers 0.72 1.72
Measures taken to improve energy efficiency
The Group continues to strive for energy and carbon reduction arising from
their activities. All sites conducted a full check on all equipment when in
lockdown to ensure usage was kept to a minimum including fridges and freezers
where possible. Air conditioning and heating was also reduced to minimum
temperatures for maintenance levels.
The Group is reporting upon all the required fuel sources as per SECR
requirements. 95% of the utility data was provided and 5% of the data was
extrapolated using the average consumption for each site. Consumption for
company Fleet, litres were provided, and DEFRA fuel properties used to convert
to kWh and metric tonnes CO2e.
Future developments
The Group will continue to roll out selectively its Comptoir Libanais and
Shawa brands to further new sites 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
Chaker Hanna
Chief Executive Officer
27 May 2022
Strategic Report - Section 172 Statement
This is the second year that the Directors are required to provide a section
172 statement as part of the Strategic report. Below we explain the background
to the section 172 statement.
Background
Section 172 of the Companies Act 2006 ('Act') requires the Directors to act in
the way they consider, in good faith, would be most likely to promote the
success of the company for the benefit of its members as a whole, having
regard to various factors, including the matters listed below in section.
172(1)(a) to (f):
a. the likely consequences of any decisions in the long-term;
b. the interests of the Company's employees;
c. the need to foster the Company's business relationships with
suppliers, customers and others;
d. the impact of the Company's operations on the community and
environment;
e. the desirability of the Company maintaining a reputation for high
standards of business conduct and
f. the need to act fairly as between members of the Company.
This statement is aimed at helping shareholders better understand how
directors discharged their duty to promote the success of companies under
Section 172 of the Companies Act 2006 ("S172 Matters"). Throughout the year,
in performance of its duties, the Board has had regard to the interests of the
Groups key stakeholders and has taken account of any potential impact on these
stakeholders of the decisions it has made.
Details of how the Board had regard to the following S172 matters are as per
the below.
S172 Matters Example
· The likely consequences of any decisions in the long-term. · Communication with shareholders through the Comptoir Investor
website, AGM, investor meeting and circulars
· Through the corporate governance framework described in this annual
report
· The interests of the Company's employees · Ongoing training and development at all levels
· Engagement through the company engagement application, newsletters,
emails and other communications tools
· The need to foster the Company's business relationships with · Maintenance of regular contact with all suppliers.
suppliers, customers and others.
· Launch of the Comptoir loyalty scheme through the Comptoir
application
· Responding to feedback from the customer.
Use of a mystery guest programme to ensure standards are visible and
maintained.
· The impact of the Company's operations on the community and · Local recruitment of staff
environment.
· Flexible working to reduce travel where applicable
· Ongoing focus on environmentally friendly processes and procedures
· The desirability of the Company maintaining a reputation for high · Regular restaurant visits and audit processes
standards of business conduct.
· Mystery guest programme
· Food standards programme
· Compliance updates at Board meetings
· Ongoing training for all staff
· The need to act fairly as between members of the Company. · We maintain an open dialogue with our shareholders
· Engagement with stakeholders
On behalf of the Board
Chaker Hanna
Chief Executive Officer
27 May 2022
Statement of Corporate Governance
The Board have elected to adopt the Quoted Companies Alliance (QCA) Corporate
Governance Code in line with the changes under Rule 26 of the AIM Rules for
Companies requiring all companies that are traded on AIM to adopt and comply
with a recognised corporate governance code. Full details of our adoption to
the code can be found at
https://investors.comptoirlibanais.com/corporate-governance/
(https://investors.comptoirlibanais.com/corporate-governance/) .
The Board
The Board of Comptoir Group plc is the body responsible for the Group's
objectives, its policies and the stewardship of its resources. At the balance
sheet date, the Board comprised four directors being Chaker Hanna, Ahmed
Kitous and Michael Toon as executive directors and Richard Kleiner as
non-executive director.
Richard Kleiner is considered by the Board to be independent. Each Director
demonstrates a range of experience and sufficient calibre to bring independent
judgment on issues of strategy, risk management, performance, resources and
standards of conduct which are vital for the success of the Group.
The Board had eight Board meetings during the year. Richard Kleiner is
Chairman of both the Audit and the Remuneration Committees. The terms of
reference of both these committees have been approved by the Board.
Remuneration Committee
The Remuneration Committee's responsibilities include the determination of the
remuneration and options of Directors and senior executives of the Group and
the administration of the Company's option schemes and arrangements. The
Committee takes appropriate advice, where necessary, to fulfil this remit.
Audit Committee
The Audit Committee meets twice a year including a meeting with the auditors
shortly before the signing of the accounts. The terms of reference of the
Audit Committee include: any matters relating to the appointment, resignation
or dismissal of the external auditors and their fees; discussion with the
auditors on the nature, scope and findings of the audit; consideration of
issues of accounting policy and presentation; monitoring. The work of the
review function carried out to ensure the adequacy of accounting controls and
procedures.
Nomination Committee
The Company does not have a Nomination Committee. Any Board appointments are
dealt with by the Board itself.
Internal Control
The Board is responsible for the Group's system of internal control and for
reviewing the effectiveness of the system of internal control. Internal
control systems are designed to meet the particular needs of a business and
manage the risks but not to eliminate the risk of failure to achieve the
business objectives. By its nature, any system of internal control can only
provide reasonable, and not absolute, assurance against material misstatement
or loss.
Internal Audit
Given the size of the Group, the Board does not believe it is appropriate to
have a separate internal audit function. The Group's systems are designed to
provide the Directors with reasonable assurance that problems are identified
on a timely basis and are dealt with appropriately.
Relations with shareholders
There is a regular dialogue with institutional investors including
presentations after the Group's year-end and half year results announcements.
Feedback from major institutional shareholders is provided to the Board on a
regular basis and, where appropriate, the Board will take steps to address
their concerns and recommendations. Aside from announcements that the Group
makes periodically to the market, the Board uses the Annual General Meeting to
communicate with shareholders and welcomes their participation.
Going concern
Uncertainty remains following the Covid-19 pandemic and this has been
considered as part of the Group's adoption of the going concern basis.
Although trading was again impacted over the accounting period, the Group's
trading were ahead of expectations. The Group was profitable during this
period and increased its cash reserves to £9.9m as at 2 January 2022.
The Directors have also 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 the Ukraine.
The Group currently has cash reserves of £9.9m 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.
Report of the directors
The Directors present their report together with the audited financial
statements for the period ended 2 January 2022.
Results and dividends
The consolidated statement of comprehensive income is set out on page 26 and
shows the profit for the year.
The Directors do not recommend the payment of a dividend for the year (2020:
£nil).
Principal activities
The Company's and Group's principal activity continues to be that of the
operating of restaurants with Lebanese/Middle Eastern offering in the UK
casual dining sector.
Directors
The Directors of the Group, who held office during the year, and their
shareholding at the year-end date, were as follows:
Number of ordinary shares Percentage shareholding (%)
Executive
A Kitous 58,412,503 47.6%
C Hanna 22,585,833 18.4%
Non-Executive
R Kleiner 610,000 0.5%
Substantial shareholders
Besides the Directors, the only other substantial shareholder at the year-end
date is Tellworth Investments, whom have a 7.5% shareholding (9,192,319
ordinary shares).
Directors' remuneration
The remuneration of the Directors for the year ended 2 January 2022 was as
follows:
Period ended 2 January 2022 Year ended 31 December 2020
Remuneration Pension Total Total
£ £ £ £
A Kitous 158,203 10,913 169,116 86,407
C Hanna 148,019 21,096 169,116 99,197
M Toon 131,635 1,941 133,576 94,037
R Kleiner 7,500 - 7,500 26,250
445,358 33,950 479,307 305,892
During the year, the Group also paid fees of £41,250 (2020: £26,250) to
Messrs Gerald Edelman, a firm in which director R Kleiner is a partner. The
fees were paid in relation to accountancy and corporate finance services
provided to the Group.
Creditor payment policy
The Group has a standard code and also agrees specific individual terms with
certain suppliers. Payment is normally made in accordance with those terms,
subject to the suppliers' own performance.
Employees
Applications from disabled persons are given full consideration providing the
disability does not seriously affect the performance of their duties. Such
persons, once employed, are given appropriate training and equal
opportunities.
The Group takes a positive view toward employee communication and has
established systems for ensuring employees are informed of developments and
that they are consulted regularly. These include engagement at office town
hall meetings in person and online, induction days for new starters and weekly
communications to all staff highlighting key messages for that week. The
company also utilises a company called Fourth which provides a service that
acts as a central hub to provide regular updates as well as engage with
employees in a more informal environment and share success stories. The
company also operates a bonus and share scheme at varying levels to reward
performance.
Financial Instruments
Details of the use of financial instruments and the principal risks faced by
the Group are contained in note 25 to the financial statements.
Future developments
Details of future developments are contained in the Strategic Report on page
5.
Auditors
All the current Directors have taken all reasonable steps necessary to make
themselves aware of any information needed by the Group's auditors for the
purposes of their audit and to establish that the auditors are aware of that
information. The Directors are not aware of any relevant audit information of
which the auditors are unaware.
UHY Hacker Young have expressed their willingness to continue in office and a
resolution to re-appoint them will be proposed at the annual general meeting.
On behalf of the board
Chaker Hanna
Chief Executive Officer
27 May 2022
Statement of directors' responsibilities
The Directors are responsible for preparing the Annual Reports and the Group
and Parent Company financial statements in accordance with applicable United
Kingdom law and regulations. Company law requires the Directors to prepare
Group and Parent Company financial statements for each financial period. Under
that law, and as required by the AIM rules, the Directors have elected to
prepare Group financial statements under UK- adopted International Accounting
Standards, and the Parent Company financial statements under United Kingdom
Accounting Standards.
Under Company Law the Directors must not approve the Group and Parent Company
financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Parent Company and of the profit
or loss of the Group for that period. In preparing the Group and Parent
Company financial statements the Directors are required to:
· present fairly the financial position, financial performance
and cash flows of the Group and Parent Company;
· select suitable accounting policies in accordance with IAS 8:
'Accounting Policies, Changes in Accounting Estimates and Errors' and then
apply them consistently;
· present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and understandable
information;
· make judgments and estimates that are reasonable;
· provide additional disclosures when compliance with the
specific requirements in the UK adopted International Accounting Standardsis
insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the Group's and the Company's
financial position and financial performance; and
· the Group and Parent Company financial statements have been
prepared in accordance with UK-adopted International Accounting Standards or
United Kingdom Accounting Standards, subject to any material departures
disclosed and explained in the financial statements.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and Parent Company's transactions
and disclose with reasonable accuracy at any time the financial position of
the Group and Parent Company and enable them to ensure that the Group and
Parent Company financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Group and Parent
Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Independent auditors' report
To the members of Comptoir Group PLC
Opinion
We have audited the financial statements of Comptoir Group PLC (the 'Parent
Company') and its subsidiaries (the 'Group') for the period ended 2 January
2022 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated and Parent Company Balance Sheet, the Consolidated Statements of
Changes in Equity, the Consolidated Statement of Cash Flows and notes to the
financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the preparation of
the Group's financial statements is applicable law and UK-adopted
International Accounting Standards. The financial reporting framework that has
been applied in the preparation of the Parent Company's financial statements
is FRS 102 'The Financial Reporting Standard applicable in the UK and Republic
of Ireland' (United Kingdom Generally Accepted Accounting Practice) and in
accordance with the provisions of the Companies Act 2006.
In our opinion:
· the financial statements give a true and fair view of the state of
the Group's and of the Parent Company's affairs as at 2 January 2022 and of
the Group's profit for the period then ended;
· the Group financial statements have been properly prepared in
accordance with UK-adopted International Accounting Standards;
· the Parent Company financial statements have been properly prepared
in accordance with FRS 102 (United Kingdom Generally Accepted Accounting
Practice) and as applied in accordance with the provisions of the Companies
Act 2006; and
· the Group financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and Parent Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statement is appropriate.
Due to the ongoing global COVID-19 pandemic, the Group's trading over the
period was impacted. Following restrictions imposed by the UK Government, the
Group took the decision to close all of its restaurants for an extended period
of time between January and May 2021. All restaurants had re-opened by May
2021 following the easing of restrictions. The Group were profitable in the
period despite these closures and generated a profit after tax of £1.6m in
the 52 weeks to 2 January 2022 (Loss for the year to 31 December 2020 of
£8.1m). They generated net cash from operating activities of £4.7m in the 52
weeks to 2 January 2022 (£2.72m in the year to 31 December 2020) and had a
cash balance of £9.9m as at 2 January 2022 (£7.8m as at 31 December 2020).
Our evaluation of the director's assessment of the entity's ability to
continue to adopt the going concern basis of accounting included:
Evaluation of Management Assessment
· Assessing the transparency and the completeness and accuracy of the
matters covered in the going concern disclosure by evaluating management's
cashflow projections for the next 12 months and the underlying assumptions.
· We obtained budgets and cashflow forecasts, reviewed the
methodology behind these, ensured arithmetically correct and challenged the
assumptions.
· We obtained post period end trading results and compared these to
budget to ensure budgeting is reasonable and results are in line with
expectations.
· Evaluated the key assumptions in the forecast, which were
consistent with our knowledge of the business and considered whether these
were supported by the evidence we obtained.
· Discussed plans for the Group going forward with management, ensuring
these had been incorporated into the budgeting and would not have an impact on
the going concern status of the Group.
· Compared the prior period forecast against current period actual
performance to assess management's ability to forecast accurately.
· We also reviewed the disclosures relating to going concern basis of
preparation and found that these provided an explanation of the directors'
assessment that was consistent with the evidence we obtained.
Key observations:
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the entity's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue. However, clear and full
disclosure of the facts and the directors' rationale for the use of the going
concern basis of preparation, is a key financial statement disclosure and so
was the focus of our audit in this area. Auditing standards require that to be
reported as a key audit matter.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our approach to the audit
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the directors made subjective judgements, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain.
We tailored the scope of our audit to ensure that we performed enough work to
be able to give an opinion on the financial statements as a whole, taking into
account an understanding of the structure of the Parent Company and the Group,
their activities, the accounting processes and controls, and the industry in
which they operate. Our planned audit testing was directed accordingly and was
focused on areas where we assessed there to be the highest risk of material
misstatement.
Our Group audit scope includes all of the group companies. At the Parent
Company level, we also tested the consolidation procedures. The audit team met
and communicated regularly throughout the audit with the CFO in order to
ensure we had a good knowledge of the business of the Group. During the audit
we reassessed and re-evaluated audit risks and tailored our approach
accordingly.
The audit testing included substantive testing on significant transactions,
balances and disclosures, the extent of which was based on various factors
such as our overall assessment of the control environment, the effectiveness
of controls and the management of specific risk.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant findings,
including any significant deficiencies in internal control that we identify
during the audit.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the Group and
Parent Company financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. This is
not a complete list of all risks identified during our audit. Going concern is
a significant key audit matter and is described above. In arriving at our
audit opinion above, the other key audit matters were as follows:
Key audit matters (applicable to the Group) How our audit addressed the key audit matters
Revenue recognition Our audit work included, but was not restricted to:
The Group recognises revenue for services and goods provided in the Group's
restaurants (excluding value added tax and gratuities left by customers for
the benefit of employees) and is recognised at the point of sale. It should be · Performing transaction testing from the nominal ledger to the
ensured that any gratuities left by customers, which are due to the staff, are source documents on a sample of sales transactions to test the occurrence and
not recognised as revenue. at the same time test the accuracy of the correct treatment of the service
charges and the Tronc system.
Service charges/tips are distributed between those who are eligible via the
Tronc system and through wages. Those eligible for service charges include all · Assessment of sales recorded around the financial period end to
employees who have any contact with a customer or any form of influence over determine if recorded in the correct accounting period to gain assurance on
revenue growth. Therefore some head office staff also receive a share of the cut off assertion.
service charges.
· Documenting our understanding of the systems and controls around
Revenue is a key driver of the business and is made up of a high number of the recording of revenue and testing the design effectiveness of such controls
individual low value transactions therefore in respect of services provided
there is a risk that revenue is recorded inappropriately relative to the
provision of underlying services.
· We carried out detailed substantive analytical procedures on sales.
We therefore identified the risk over the occurrence assertion relating to
revenue recognition as a significant risk, which was one of the most The Group's accounting policy on revenue recognition is shown in Significant
significant risks of material misstatement. Accounting Policies for the consolidated financial statements and related
disclosures are included in note 3.
Key observations
We have not found any issues or errors involving sales and are therefore
satisfied we have assurance over sales recognition and treatment.
Impairment of property, plant and equipment and right-of-use assets We assessed Management's process for identifying sites with a potential
impairment and the impairment review process and performed analysis to
Property, plant and equipment and right-of-use assets are significant assets challenge their assumptions on impairments and considered the level of
on the Group's balance sheet with a combined net book value of £23.2m at 2 impairments made in the period.
January 2022 (31 December 2020: £26.1m). The balance is primarily comprised
of leasehold buildings and fixtures, fittings and equipment to support the
Group's restaurants. The assets are at risk of potential impairment due to the
Group operating in a competitive industry. The estimated recoverable amount of Our audit work included, but was not restricted to, the following:
these balances is subjective due to the inherent uncertainty involved in
forecasting and discounting the related future cash flows.
• Evaluating Management's assessment of forecasted cash flows and
challenging Management on significant movements in forecasted cash flows on a
At each reporting date Management has undertaken an assessment of the carrying restaurant by restaurant basis compared to historic performance.
value of these assets and, where there are indicators of impairment in
accordance with IAS 36 'Impairment of assets', has carried out an impairment
review by reference to external market factors and discounted cash flows in
relation to cash generating units that include these assets. • Testing the accuracy of management's 2021 forecasts against the
actual results.
The assessment was based on the future cash flows of each site using a
discounted cash flow model (being the 'value in use'). The higher of these • Assessing Management's forecasted cash flows that feed into the
amounts, being the recoverable amount, was then compared to the carrying value discounted cash flow model and challenging assumptions around this with
of fixed assets for that site. Disruptions arising from COVID-19 events have reference to historic results, market trends and future expectations and
been treated as 'adjusting' events in the impairment assessments in accordance tested mathematical accuracy.
with UK-adopted International Accounting Standards.
• Challenging the appropriateness of Management's assumptions
Significant management judgement and estimation uncertainty is involved in including the growth and discount rates.
this area, where the primary inputs are:
• Estimating cash flow forecasts; and
• We held discussions with Management to challenge the impairments
• Selecting an appropriate discount rate. on those restaurants where: the headroom before impairment was low and the
forecast growth in cash flows was high.
This area has been recognised by the Board as a critical accounting judgement
and estimate, refer to the end of note 1 - Critical accounting judgements and • Assessing the adequacy of disclosures in the financial statements
key sources of estimation uncertainty and note 11 - Property, Plant and against the requirement of IAS 36 'Impairment of assets'.
Equipment. There is also a risk that Management may unduly influence the
significant judgements and estimates in respect of the requirement for an
impairment provision.
The Group's accounting policy on the impairment of Property, plant and
equipment and right-of-use assets is shown in Principal Accounting Policies
for the consolidated financial statements and related disclosures are included
Given the value of the tangible fixed assets and the performance of some in note 11.
restaurants over the period, we consider this to be a significant risk, which
was one of the most significant risks of material misstatement.
Key observations
As a result of our testing, we concluded that the valuation of the tangible
fixed assets is accounted for in accordance with the Group's accounting
policies and IAS 36 'Impairment of assets'.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and
application of materiality. We apply the concept of materiality both in
planning and performing our audit, and in evaluating the effect of
misstatements on our audit and on the financial statements.
We define financial statement materiality as the magnitude by which
misstatements, including omissions, could reasonably be expected to influence
the economic decisions taken on the basis of the financial statements by
reasonable users.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Group Parent
Overall materiality We determined materiality for the financial statements as a whole to be We have determined Parent Company materiality to be £195,000 (2020:
£310,000 (2020; £400,000). £200,000).
How we determine it Based on a benchmark of 1.5% of revenue for the period. Based on a benchmark of 4% of gross assets.
Rationale for benchmark applied Total revenues for the period has been determined to be the most appropriate As the company is a holding company materiality was based on gross assets, in
benchmark. This differs from the previous period where 5% of the loss before line with the previous year's calculation.
tax was used due to a period of continued losses. However due to the
volatility of this KPI, this was not considered an appropriate benchmark for
the period.
Performance materiality On the basis of our risk assessment, together with our assessment of the Performance materiality for the Parent Company was set at 75% of financial
Group's control environment, our judgement is that performance materiality for statement materiality, for the same reasons as for the Group, being £146,000
the financial statements should be 75% of materiality and was set at 232,500. (2020: 150,000).
Specific materiality A lower materiality has been used for the cash element of directors' A lower materiality has been used for the cash element of directors'
remuneration, being £2,000. remuneration, being £2,000.
Reporting threshold
We agreed with the Audit Committee that we would report to them all
misstatements over £15,500 (5% of Group materiality) identified during the
audit, as well as differences below that threshold that, in our view, warrant
reporting on qualitative grounds. We also report to the Audit Committee on
disclosure matters that we identified when assessing the overall presentation
of the financial statements.
Other information
The other information comprises the information included in the annual report
other than the financial statements and our auditors' report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial period for which the financial statements are
prepared is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and Parent
Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the Parent Company financial statements are not in agreement with
the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors' responsibilities, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group's and the Parent Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the group or Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Based on our understanding of the Group and Parent Company and the industry in
which it operates, we identified that the principal risks of non-compliance
with laws and regulations related to UK Tax Legislation, pension legislation,
employment and health and safety regulations and anti-bribery, corruption and
fraud and we considered the extent to which non-compliance might have a
material effect on the financial statements.
We also considered those laws and regulations that have a direct impact on the
preparation of the financial statements such as the Companies Act 2006 and the
Quoted Companies Alliance. We evaluated management's incentives and
opportunities for fraudulent manipulation of the financial statements
(including the risk of override of controls), and determined that the
principal risks were related to inflated revenue and profit.
Audit procedures performed included: review of the financial statement
disclosures to underlying supporting documentation, review of legal fees in
the period and enquiries of management in so far as they related to the
financial statements, and testing of journals and evaluating whether there was
evidence of bias by the directors that represented a risk of material
misstatement due to fraud.
There are inherent limitations in the audit procedures described above and the
further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely we
would become aware of it. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the Parent Company's members, as a body, in
accordance with part 3 of Chapter 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the Parent Company's members
those matters we are required to state to them in an auditor's report and for
no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Parent Company and the Parent
Company's members as a body, for our audit work, for this report, or for the
opinions we have formed.
James Astley (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
Chartered Accountants and Statutory Auditor
UHY Hacker Young LLP
4 Thomas More Square
London E1W 1YW
27 May 2022
Consolidated statement of comprehensive income
For the period ended 2 January 2022
Notes Period ended 2 January 2022 Restated*
Year ended 31 December 2020
£ £
Revenue 3 20,711,257 12,366,441
Cost of sales (3,773,721) (2,601,604)
Gross profit 16,937,536 9,764,837
Distribution expenses (9,318,203) (9,520,078)
Administrative expenses (9,362,286) (13,045,139)
Other income 3 4,090,214 5,561,410
Operating profit/(loss) 4 2,347,261 (7,238,970)
Finance costs 7 (822,094) (910,885)
Profit/(loss) before tax 1,525,167 (8,149,855)
Taxation charge 8 118,288 48,326
Profit/(loss) for the period 1,643,455 (8,101,529)
Other comprehensive income - -
Total comprehensive income/(loss) for the period 1,643,455 (8,101,529)
Basic earnings/(loss) per share (pence) 9 1.34 (6.60)
Diluted earnings/(loss) per share (pence) 9 1.34 (6.60)
Adjusted EBITDA:
Profit/(loss) before tax - as above 1,525,167 (8,149,855)
Add back:
Depreciation 11 3,659,196 4,020,265
Finance costs 7 822,094 910,885
Impairment of assets 10,11 336,356 4,019,871
EBITDA 6,342,813 801,166
Share-based payments expense 22 32,436 14,578
Restaurant opening costs 4 10,489 53,378
Payroll provision 4 - 353,012
Loss on disposal of fixed assets 38,098 171,617
Adjusted EBITDA 6,423,836 1,393,751
*See note 1 for details regarding the restatement as a result of
reclassification of expenses.
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 2 January 2022
Notes 2 January 31 December 2020
2022
£ £
Assets
Non-current assets
Intangible assets 10 55,267 55,267
Property, plant and equipment 11 7,232,869 8,473,596
Right-of-use assets 11 15,960,380 17,596,744
Deferred tax asset 18 106,659 -
23,355,175 26,125,607
Current asset
Inventories 13 465,890 424,673
Trade and other receivables 14 698,994 1,100,922
Cash and cash equivalents 9,867,799 7,833,676
11,032,683 9,359,271
Total assets 34,387,858 35,484,878
Liabilities
Current liabilities
Borrowings 16 (600,000) (250,000)
Trade and other payables 15 (6,131,539) (6,527,668)
Lease liabilities 27 (2,387,104) (2,443,198)
Current tax liabilities (64,480) (45,817)
(9,183,123) (9,266,683)
Non-current liabilities
Borrowings 16 (2,200,000) (2,750,000)
Provisions for liabilities 17 (859,414) (832,455)
Lease liabilities 27 (17,995,233) (20,161,543)
(21,054,647) (23,743,998)
Total liabilities (30,237,770) (33,010,681)
Net assets 4,150,088 2,474,197
Equity
Share capital 19 1,226,667 1,226,667
Share premium 10,050,313 10,050,313
Other reserves 20 129,722 97,286
Retained losses (7,256,614) (8,900,069)
Total equity - attributable to equity shareholders of the company 4,150,088 2,474,197
The financial statements of Comptoir Group PLC (company registration number
07741283) were approved by the Board of Directors and authorised for issue on
27 May 2022 and were signed on its behalf by:
Chaker Hanna
Chief Executive Officer
Consolidated statement of changes in equity
For the period ended 2 January 2022
Notes Share capital Share premium Other reserves Retained losses Total equity
£ £ £ £ £
At 1 January 2020 1,226,667 10,050,313 82,708 (798,540) 10,561,148
Total comprehensive loss
Loss for the year - - - (8,101,529) (8,101,529)
Transactions with owners
Share-based payments 22 - - 14,578 - 14,578
At 31 December 2020 1,226,667 10,050,313 97,286 (8,900,069) 2,474,197
At 1 January 2021 1,226,667 10,050,313 97,286 (8,900,069) 2,474,197
Total comprehensive income
Profit for the period - - - 1,643,455 1,643,455
Transactions with owners
Share-based payments 22 - - 32,436 - 32,436
At 2 January 2022 1,226,667 10,050,313 129,722 (7,256,614) 4,150,088
Consolidated statement of cash flows
For the period ended 2 January 2022
Notes Period ended 2 January 2022 Year ended 31 December 2020
£ £
Operating activities
Cash inflow from operations 23 4,675,786 2,842,394
Interest paid (21,057) (6,253)
Tax paid 30,292 (120,677)
Net cash from operating activities 4,685,021 2,715,464
Investing activities
Purchase of property, plant & equipment 11 (436,272) (182,578)
Net cash used in investing activities (436,272) (182,578)
Financing activities
Payment of lease liabilities 27 (2,014,626) (2,458,474)
Bank loan proceeds - 3,000,000
Bank loan repayments 24 (200,000) (317,346)
Net cash (used in)/from financing activities (2,214,626) 224,180
Increase in cash and cash equivalents 2,034,123 2,757,066
Cash and cash equivalents at beginning of period 7,833,676 5,076,610
Cash and cash equivalents at end of period 9,867,799 7,833,676
Principal accounting policies for the consolidated financial statements
For the period ended 2 January 2022
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 on pages 67 to
75.
Basis of preparation
The Group changed to a weekly accounting calendar during the year,
consequently, the consolidated financial statements has been prepared for the
52 weeks ending 2 January 2022 rather than for 12 months ending 31 December
2021.
These consolidated financial statements for the period ended 2 January 2022
are prepared in accordance with UK-adopted International Accounting Standards.
The financial statements are presented in Pound Sterling (£), 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
Uncertainty remains following the Covid-19 pandemic and this has been
considered as part of the Group's adoption of the going concern basis.
Although trading was again impacted over the accounting period, the Group's
trading were ahead of expectations. The Group was profitable during this
period and increased its cash reserves to £9.9m as at 2 January 2022.
The Directors have also 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 the Ukraine.
The Group currently has cash reserves of £9.9m 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 half-yearly report, 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 2021. These
have not had any material impact on the amounts reported for the current and
prior periods.
Standard or
Interpretation
Effective Date
Interest Rate Benchmark Reform Phase 2
1 January 2021
(Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS
16)
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
Narrow scope amendments to IFRS 3, IAS 16 and IAS
37
1 January 2022
Annual improvements to IFRS Standards
2018-2020
1 January 2022
Amendments to IAS 1: Classification of Liabilities as
Current or
Non-Current
1 January 2022
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 2 January 2022.
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 ("£") 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 recognised 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 recognised 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 and buildings Leasehold
Over the length of the lease
Land and buildings
Freehold 4% straight
line basis
Plant and
machinery
15% on reducing balance
Fixture, fittings and 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.
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.
(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.
(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
International Accounting Standards 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
The Group has estimated the lease term of certain lease contracts in which
they are a lessee, including whether they are reasonably certain to exercise
lessee options. The incremental borrowing rate used to discount lease
liabilities has also been estimated in the range of 2.6% to 4%. This is
assessed as the rate of interest that would be payable to borrow a similar
about of money for a similar length of time for a similar right-of-use asset.
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.
Notes to the consolidated financial statements
For the period ended 2 January 2022
1. Restatement of prior year allocation of expenses
During the period, the directors reclassified a number of expense items in
order to ensure that the nature of the costs were included in the most
appropriate profit or loss heading. The reclassifications was incorporated in
the Group consolidated financial statements for the period ending 2 January
2022 and the prior period statement of comprehensive income has been restated
to reflect this and ensure amounts are comparable.
The extract below summarises the total amounts that have been reclassified:
Year ended 31 December 2020 Restated amount Restated
Year ended 31 December 2020
£ £ £
Revenue 12,492,506 (126,065) 12,366,441
-
Cost of sales (3,179,944) 578,340 (2,601,604)
Gross profit 9,312,562 452,275 9,764,837
Distribution expenses (7,463,177) (2,056,901) (9,520,078)
-
Administrative expenses (14,649,765) 1,604,626 (13,045,139)
Other income 5,561,410 - 5,561,410
Operating loss (7,238,970) - (7,238,970)
2. Segmental analysis
The Group has only one operating segment being: the operation of restaurants
with Lebanese and Middle Eastern 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 customers individually contribute over 10% of the total
revenues.
3. Revenue
2 January Restated
2022
31 December 2020
£ £
Income for the year consists of the following:
Revenue from continuing operations 20,711,257 12,366,441
Other income not included within revenue in the income statement:
UberEATs compensation - 88,517
Insurance claims receivable 261,657 153,186
Local council support grants 894,686 -
Covid-19 related rent concessions 1,284,744 982,209
Coronavirus Job Retention Scheme income 1,644,856 4,337,498
Other income 4,271 -
4,090,214 5,561,410
Total income for the year 24,801,471 17,927,851
4. Group operating profit/(loss)
2 January 31 December 2020
2022
£ £
This is stated after charging/(crediting):
Variable lease charges (see note 27) 613,531 185,456
Rent concessions (see note 27) (1,284,744) (982,209)
Lease modifications (see note 27) (444,359) (340,494)
Share-based payments expense (see note 22) 32,436 14,578
Restaurant opening costs 10,489 53,378
Depreciation of property, plant and equipment (see note 11) 3,659,196 4,020,265
Impairment of assets (see note 10 & 11) 336,356 4,019,871
Loss on disposal of fixed assets 38,098 171,617
Auditors' remuneration (see note 5) 44,500 52,250
Payroll provision - 353,012
Operating lease charges relate to additional rental expenses payable based on
selected sites achieving a certain level of turnover for the year.
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 a planned transition to
Payroll Bureau services.
For the initial trading period following 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:
2 January 31 December 2020
2022
£ £
Pre-opening costs 10,489 53,378
10,489 53,378
5. Auditors' remuneration
2 January 31 December 2020
2022
£ £
Auditors' remuneration:
Fees payable to Company's auditor for the audit of its annual accounts 19,500 15,750
Other fees to the Company's auditors
The audit of the Company's subsidiaries 20,000 20,000
Total audit fees 39,500 35,750
Review of the half-year accounts 5,000 16,500
Total non-audit fees 5,000 16,500
Total auditors' remuneration 44,500 52,250
6. Staff costs and numbers
2 January 31 December 2020
2022
£ £
(a) Staff costs (including directors):
Wages and salaries:
Kitchen, floor and management wages 6,300,540 4,619,492
Apprentice Levy 26,788 29,632
Other costs:
Social security costs 624,327 456,770
Share-based payments (note 22) 32,436 14,578
Pension costs 140,908 107,125
Total staff costs 7,124,999 5,227,597
(b) Staff numbers (including directors): Number Number
Kitchen and floor staff 371 463
Management staff 104 73
Total number of staff 475 536
(c) Directors' remuneration:
Emoluments 437,858 233,456
Money purchase (and other) pension contributions 33,950 46,186
Non-Executive directors' fees 7,500 26,250
Total directors' costs 479,307 305,892
Directors' remuneration disclosed above include the following amounts paid to
the highest paid director:
Emoluments 158,203 71,250
Money purchase (and other) pension contributions 10,913 27,947
Further details on Directors' emoluments and the executive pension schemes are
given in the Directors' report.
7. Finance costs
2 January 31 December 2020
2022
£ £
Interest payable and similar charges:
Interest on bank loans and overdraft 21,057 6,253
Interest on lease liabilties 801,037 904,632
Total finance costs for the year 822,094 910,885
8. Taxation
The major components of income tax for the periods ended 2 January 2022 and 31
December 2020 are:
(a) Analysis of charge in the year:
2 January 31 December 2020
2022
£ £
Current tax:
UK corporation tax on the profit/(loss) for the year - (18,663)
Adjustments in respect of previous years (11,629) 1,032
Deferred tax:
Origination and reversal of temporary differences 220,343 (29,611)
Tax losses carried forward (327,002) (1,084)
Total tax (credit)/charge for the year (118,288) (48,326)
(b) 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:
2 January 31 December 2020
2022
£ £
Profit/(loss) before tax 1,525,167 (8,149,855)
Expected tax credit based on the standard rate of corporation tax in the UK of 289,782 (1,548,472)
19% (2020: 19%)
Effects of:
Depreciation on non-qualifying assets 223,735 123,867
Expenses not deductible for tax purposes 12,709 768,144
Adjustments in respect of previous tax years (11,629) 1,032
Brought forward losses utilised (388,489) -
Losses previously not recognised (218,798) 607,103
Effect of change in corporation tax rate (25,598) -
Total tax (credit)/charge for the year (118,288) (48,326)
9. Earnings/(loss) per share
The basic and diluted loss per share figures are set out below:
2 January 31 December 2020
2022
£ £
Profit/(loss) attributable to shareholders 1,643,455 (8,101,529)
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/(loss) for the year 1.34 (6.60)
Diluted (pence)
From profit/(loss) for the year 1.34 (6.60)
Further details of the share options that could potentially dilute basic
earnings per share in the future are provided in note 22.
Diluted earnings/(loss) 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 2 January
2022 and consequently would be antidilutive, no adjustment was made in respect
of the share options outstanding to determine the diluted number of options.
10. Intangible assets
Goodwill Total
£ £
Cost
At 1 January 2020 89,961 89,961
Additions - -
At 31 December 2020 89,961 89,961
Accumulated amortisation and impairment
At 1 January 2020 (2,286) (2,286)
Impairments (32,408) (32,408)
At 31 December 2020 (34,694) (34,694)
Net Book Value as at 31 December 2019 87,675 87,675
Net Book Value as at 31 December 2020 55,267 55,267
Goodwill Total
£ £
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 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 £nil (2020: £32,408)
was considered necessary in respect of goodwill.
11. Property, plant and equipment
Group Right-of use Assets Leasehold Land and buildings Plant and machinery Fixture, fittings & equipment Motor Vehicles Total
£ £ £ £ £ £
Cost
At 1 January 2020 29,095,737 11,514,602 5,151,883 3,116,519 53,430 48,932,171
Additions - 50,421 92,216 39,942 - 182,579
Disposals - (549,000) (443,325) (297,914) - (1,290,239)
Modifications (1,171,088) - - - - (1,171,088)
At 31 December 2020 27,924,649 11,016,023 4,800,774 2,858,547 53,430 46,653,423
Accumulated depreciation and impairment
At 1 January 2020 (5,144,658) (4,647,857) (2,613,387) (1,280,703) (7,373) (13,693,978)
Depreciation during the year (2,650,381) (786,000) (390,594) (191,728) (1,562) (4,020,265)
Disposals during the year - 523,287 363,668 231,668 - 1,118,623
Impairment during the year (2,532,866) (967,600) (285,767) (201,230) - (3,987,463)
At 31 December 2020 (10,327,905) (5,878,170) (2,926,080) (1,441,993) (8,935) (20,583,083)
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 year (2,286,551) (770,599) (342,355) (254,073) (5,618) (3,659,196)
Disposals during the year - 620,673 320,586 172,390 9,445 1,123,094
Impairment during the year (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)
Net Book Value as at 31 December 2020 17,596,744 5,137,853 1,874,694 1,416,554 44,495 26,070,340
Net Book Value as at 2 January 2022 15,960,380 4,210,982 1,693,671 1,295,014 33,202 23,193,249
The right of use assets relates to one class of underlying assets, being the
property leases entered into for various restaurant sites.
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 sites as management believe the risks to be
the same for all sites.
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
0%
Discount
rate
6.5%
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 COVID-19.
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 £336,357 (2020: £4,019,871) was
recorded for the year.
12. 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 and principal place of business Proportion of ownership interest as at year end Non-Controlling interests Ownership/voting interest at year end
2022** 2020 2022** 2020
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% -
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% - -
TKCH 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 2 January 2022
13. Inventories
Group
2 January 31 December 2020
2022
£ £
Finished goods and goods for resale 465,890 424,673
14. Trade and other receivables
Group
2 January 31 December 2020
2022
£ £
Trade receivables 51,389 50,027
Other receivables 323,687 576,320
Prepayments and accrued income 323,918 474,575
Total trade and other receivables 698,994 1,100,922
15. Trade and other payables
Group
2 January 31 December 2020
2022
£ £
Trade payables 2,027,821 2,517,573
Accruals 3,054,952 3,265,436
Other taxation and social security 996,938 637,640
Other payables 51,828 107,019
Total trade and other payables 6,131,539 6,527,668
16. Borrowings
Group
2 January 31 December 2020
2022
Amounts falling due within one year: £ £
Bank loans (see below) 600,000 250,000
Total borrowings 600,000 250,000
Amounts falling due after more than one year:
Bank loans (see below) 2,200,000 2,750,000
Total borrowings 2,200,000 2,750,000
The bank loan relates to a £3m 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 £3,000,000 represent amounts repayable
within one year of £600,000 (2020: 250,000) and £2,200,000 (2020:
£2,750,000) 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.
17. Provisions for liabilities
Group
2 January 31 December 2020
2022
£ £
Provisions for leasehold property dilapidations 133,369 106,411
Provisions for rent reviews per lease agreements 373,033 373,032
Provisions for payroll pension costs 353,012 353,012
Total provisions 859,414 832,455
Movements on provisions: £ £
At 1 January 2021 832,455 438,570
Provision in the year (net of releases) 26,959 393,885
Total at 2 January 2022 859,414 832,455
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.
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 a planned transition to
Payroll Bureau services.
18. 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 Assets
2022 2020 2022 2020
£ £ £ £
Accelerated capital allowances (344,190) - - -
Tax losses - - 450,849 -
(344,190) - 450,849 -
Movements in the year: Group Group
2022 2020
£ £
Net liability at 1 January (0) (30,695)
(Credit)/charge to Statement of Comprehensive Income (note 8) (106,659) 30,695
Net asset at year end (106,659) (0)
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.
19. Share capital
Authorised, issued and fully paid Number of 1p shares
2 January 31 December 2020
2022
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
2 January 31 December 2020
2022
£ £
Brought forward 1,226,667 1,226,667
Issues in the period - -
At the end of the year 1,226,667 1,226,667
20. Other reserves
The other reserves amount of £129,722 (2020: £97,286) 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 22.
21. Retirement benefit schemes
Defined contribution schemes 2 January 31 December 2020
2022
£ £
Charge to profit and loss 140,908 107,125
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.
22. 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 new CSOP scheme includes all subsidiary companies headed by Comptoir Group
PLC. The exercise price of all of the options is £0.1025 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 £0.0723 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 £32,436 (2020: £14,578) 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.
2 January 31 December 2020
2022
Average Exercise price Average Exercise price
No. of shares £ No. of shares £
CSOP options
Options outstanding, beginning of year 3,310,000 0.1025 4,690,000 0.1025
Granted 3,245,000 0.0723 - -
Cancelled (510,000) - (1,380,000) 0.1025
Options outstanding, end of year 6,045,000 0.0874 3,310,000 0.1025
Options exercisable, end of year 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 May 2021
On grant date 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 granted £0.03527 £0.03050
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.
23. Reconciliation of profit/(loss) to cash generated from operations
2 January 31 December 2020
2022
£ £
Operating profit/(loss) for the year 2,347,261 (7,238,970)
Depreciation 3,659,196 4,020,265
Loss on disposal of fixed assets 38,098 171,617
Impairment of assets 336,356 4,019,871
Rent concessions (1,284,744) (982,209)
Lease modifications (444,359) (340,494)
Share-based payment charge 32,436 14,578
Movements in working capital
(Increase)/decrease in inventories (41,219) 169,736
Decrease in trade and other receivables 401,934 1,102,052
(Decrease)/increase in payables and provisions (369,173) 1,905,948
Cash from operations 4,675,786 2,842,394
24. Reconciliation of changes in cash to the movement in net cash/(debt)
Net cash/(debt): 2 January 31 December 2020
2022
£ £
At the beginning of the period (17,771,065) (21,914,841)
Movements in the year:
Bank and other borrowings 200,000 (2,660,924)
Lease liabilities 2,014,626 2,458,474
Non-cash movements in the period 207,778 1,589,160
Cash inflow 2,034,123 2,757,066
At the end of the period (13,314,538) (17,771,065)
Represented by: At 1 January Cash flow movements Non- cash flow movements At 31 December 2020
2020
in the period
in the period
£ £ £ £
Cash and cash equivalents 5,076,610 2,757,066 - 7,833,676
Bank loans (339,076) (2,660,924) - (3,000,000)
Lease liabilities (26,652,375) 2,458,474 1,589,160 (22,604,741)
(21,914,841) 2,554,616 1,589,160 (17,771,065)
At 1 January Cash flow movements Non- cash flow movements At 2 January
2021
in the period
in the period
2022
£ £ £ £
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)
25. 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:
2 January 31 December 2020
2022
£ £
Cash and cash equivalents 9,867,799 7,833,676
Trade and other receivables 375,076 1,093,890
Total financial assets 10,242,875 8,927,566
Group financial liabilities: 2 January 31 December 2020
2022
£ £
Trade and other payables excl. corporation tax 5,919,360 6,527,668
Bank loan 600,000 250,000
Short-term financial liabilities 6,519,360 6,777,668
Bank loan 2,200,000 2,750,000
Long-term financial liabilities 2,200,000 2,750,000
Total financial liabilities 8,719,360 9,527,668
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 payables * Bank loans
£ £
As at 31 December 2020
Within one year 6,527,668 250,000
Within two to five years - 2,750,000
Total 6,527,668 3,000,000
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
*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.
26. 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 customer 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.
27. 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
21 years with an average remaining lease term of 8 years.
Information about leases for which the Group is a lessee is presented below:
Net book value of right of use assets 2 January 31 December 2020
2022
£ £
Balance at 1 January 17,596,744 23,951,079
Additions 961,807 -
Depreciation chage (2,286,551) (2,650,381)
Impairment charge (70,101) (2,532,866)
Modifications (241,519) (1,171,088)
15,960,380 17,596,744
Maturity analysis - contractual undiscounted cash flows 2 January 31 December 2020
2022
£ £
Within one year (3,108,285) (3,207,583)
More than one year (21,746,711) (24,723,329)
(24,854,996) (27,930,912)
Lease liabilities included in the statement of financial position 2 January 31 December 2020
2022
£ £
Current (2,387,104) (2,443,198)
Non-current (17,995,233) (20,161,543)
(20,382,337) (22,604,741)
Amounts charged/(credited) in profit or loss 2 January 31 December 2020
2022
£ £
Interest on lease liabilities 801,037 904,632
Expenses relating to variable lease payments 613,531 185,456
Rent concessions (1,284,744) (982,209)
Lease modifications (444,359) (340,494)
(314,535) (232,616)
Some site leases contained clauses on variable lease payments where additional
lease payments may be required dependant on the revenue being generated at
that particular site. 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 flow 2 January 31 December 2020
2022
£ £
Total cash outflow for leases 2,014,626 2,458,474
2,014,626 2,458,474
28. Contingent liabilities
The Group had no contingent liabilities at 2 January 2022 or 31 December 2020.
29. Capital commitments
The Group had no capital commitments of at 2 January 2022 or 31 December 2020.
30. Related party transactions
Remuneration in respect of key management personnel, defined as the Directors
for this purpose, is disclosed in note 6. 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
£ £ £
P Hanna 59,688 803 60,491
M Kitous 37,184 948 38,132
L Kitous 20,682 313 20,995
117,555 2,064 119,619
During the year, the Group also paid fees of £41,250 (2020: £26,250) to
Messrs Gerald Edelman, a firm in which director R Kleiner is a partner. The
fees were paid in relation to his non-executive director role, as well as
accountancy and corporate finance services provided to the Group.
31. Subsequent events
Subsequent to the year end, from 3 January 2022 we have traded with all sites
open subject to government restrictions. On 26 January 2022, all restrictions
were lifted and the Group was fully operational across all sites.
32. 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 2 January 31 December 2020
2022
£ £
Fixed assets
Property, plant and equipment iii 11,749 13,404
Intangible assets iv 42,110 51,106
Investments v 131,102 98,666
184,961 163,176
Current assets
Debtors vi 4,178,022 2,078,363
Cash and cash equivalents 517,285 2,684,626
4,695,307 4,762,989
Total assets 4,880,268 4,926,165
Liabilities
Current liabilities
Creditors vii (1,197,993) (1,046,463)
Borrowings viii (600,000) (250,000)
(1,797,993) (1,296,463)
Non-current liabilities
Borrowings viii (2,200,000) (2,750,000)
Provisions for liabilities ix (1,070) (825)
Total liabilities (3,999,063) (4,047,288)
Net assets 881,205 878,877
Equity
Share capital x 1,226,667 1,226,667
Share premium x 10,050,313 10,050,313
Other reserves x 129,722 97,286
Retained earnings x (10,525,497) (10,495,389)
Total equity - attributable to equity shareholders of the company 881,205 878,877
Parent Company accounts (under UK GAAP)
The financial statements of Comptoir Group Plc (company registration number
07741283) were approved by the Board of Directors and authorised for issue on
27 May 2022 and were signed on its behalf by:
Chaker Hanna
Chief Executive Director
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 UK-adopted International Accounting
Standards 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.
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.
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 22 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.
i) Profit attributable to members of the holding company
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 £30,108 (2020: £12,447,681) Remuneration of
the auditor is borne by a subsidiary undertaking, Timerest Limited.
ii) Employee costs and numbers
The Company has no employees. All Group employees and Directors' remuneration
are disclosed within the Group's consolidated financial statements.
iii) Property, plant and equipment
Leasehold Land and buildings Plant and machinery Fixture, fittings & equipment Total
£ £ £ £
Cost
At 1 January 2020 11,290 26,655 5,555 43,500
Additions - - - -
At 31 December 2020 11,290 26,655 5,555 43,500
Accumulated depreciation and impairment
At 1 January 2020 (11,290) (15,486) (2,447) (29,223)
Depreciation during the year - (718) (155) (873)
At 31 December 2020 (11,290) (16,204) (2,602) (30,096)
Net Book Value as at 31 December 2019 - 11,169 3,108 14,277
Net Book Value as at 31 December 2020 - 10,451 2,953 13,404
Cost
At 1 January 2021 11,290 26,655 5,555 43,500
Additions - - - -
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
iv) Intangible assets
Goodwill Total
£
Cost
At 1 January 2020 89,961
Additions during the year -
At 31 December 2020 89,961
Accumulated amortisation and impairment
At 1 January 2020 (29,859)
Amortisation during the year (8,996)
Impairment during the year -
At 31 December 2020 (38,855)
Net Book Value as at 31 December 2019 60,102
Net Book Value as at 31 December 2020 51,106
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)
Impairment during the year -
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
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.
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.
v) Investments in subsidiary undertakings
Shares Loans and other Total
£ £ £
Cost
At 31 December 2020 1,380 97,286 98,666
Share-based payment charge on new share scheme - 32,436 32,436
At 2 January 2022 1,380 129,722 131,102
Amounts written off
31 December 2020 - - -
2 January 2022 - - -
Net book value at 31 December 2020 1,380 97,286 98,666
Net book value at 2 January 2022 1,380 129,722 131,102
vi) Debtors
2 January 2022 31 December 2020
£ £
Other debtors 4,339 90
Amounts receivable from group undertakings 4,171,566 2,078,000
Total 4,175,905 2,078,090
Amounts falling due after more than one year:
Deferred tax asset 2,117 273
Total 4,178,022 2,078,363
.
vii) Creditors
2 January 2022 31 December 2020
£ £
Amounts due to group undertakings 527,105 528,475
Other creditors 670,888 517,988
Total 1,197,993 1,046,463
viii) Borrowings
2 January 2022 31 December 2020
Amounts falling due within one year: £ £
Bank loans (see below) 600,000 250,000
Total borrowings 600,000 250,000
Amounts falling due after more than one year:
Bank loans (see below) 2,200,000 2,750,000
Total borrowings 2,200,000 2,750,000
The bank loan relates to a £3m 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 £3,000,000 represent amounts repayable
within one year of £600,000 (2020: 250,000) and £2,200,000 (2020:
£2,750,000) 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.
ix) Provisions
Deferred tax recognised in balance sheet: Total
£
Deferred tax liabilities:
Brought forward 825
Charge/(credit) to profit or loss 245
Total 1,070
x) Share capital and reserves
Share capital Share premium Other reserves Retained earnings Total
£ £ £ £ £
At 1 January 2020 1,226,667 10,050,313 82,708 1,952,314 13,312,002
Share-based payment charge - - 14,578 - 14,578
Total comprehensive loss for the year - - - (12,447,703) (12,447,703)
At 31 December 2020 1,226,667 10,050,313 97,286 (10,495,389) 878,877
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
xi) Contingent liabilities
The Company had no contingent liabilities at 2 January 2022 or 31 December
2020.
xii) Capital commitments
The Company had no capital commitments at 2 January 2022 or 31 December 2020.
xiii) 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.
xiv) Ultimate controlling party
The Company has no ultimate controlling party.
xv) Subsequent events
Details of subsequent events relating to COVID-19 are discussed in note 31 to
the Group financial statements.
Notice of Annual General Meeting
Comptoir Group PLC
Registered in England and Wales with no. 7741283
Notice is hereby given that the 2022 Annual General Meeting of Comptoir Group
Plc will be held at 73, Cornhill, London EC3V 3QQ on 30 June 2022 at 3.00 p.m.
for the transaction of the following business:
ORDINARY BUSINESS
As ordinary business to consider and, if thought fit, to pass the following
resolutions, each of which will be proposed as ordinary resolutions:
· THAT, the Company's annual accounts for the year ended 2 January
2022, together with the report of the auditors and the directors thereon, be
received and adopted.
· THAT, Richard Kleiner, who retires in accordance with the Company's
articles of association, be re-elected as a director.
· THAT, Michael Toon, who retires in accordance with the Company's
articles of association, be re-elected as a director.
· THAT, UHY Hacker Young LLP be re-appointed as auditors to the
Company until the conclusion of the next Annual General Meeting at which
accounts of the Company are presented and the directors be authorised to fix
their remuneration.
SPECIAL BUSINESS
As special business to consider and, if thought fit, to pass the following
resolutions, of which resolution 5 will be proposed as an ordinary resolution
and resolution 6 as a special resolution:
1. THAT, the directors be and they are generally and unconditionally
authorised for the purposes of section 551 of the Companies Act 2006 (the
"Act") to exercise all the powers of the Company to allot shares, or to grant
rights to subscribe for or to convert any securities into shares, of up to an
aggregate nominal amount of £96,000 during the period commencing on the
passing of this resolution and expiring on the date of the next annual general
meeting of the Company (unless previously revoked, varied or extended by the
Company in general meeting), but so that the Company may before such expiry
make an offer or agreement which would or might require shares to be allotted,
or rights to subscribe for or to convert any securities into shares to be
granted, after such expiry and the directors may allot shares, or grant rights
to subscribe for or to convert any securities into shares, in pursuance of
such offer or agreement notwithstanding that the authority conferred by this
resolution has expired. This authority is in substitution for all subsisting
authorities, to the extent unused.
2. THAT, the directors be and they are empowered during the period
commencing on the passing of this resolution and expiring on the date of the
next annual general meeting of the Company (unless previously revoked, varied
or extended by the Company in general meeting) pursuant to section 570(1) of
the Act to allot equity securities (within the meaning of section 560(1) of
the Act) wholly for cash pursuant to the authority conferred by resolution 5
above as if section 561(1) of the Act did not apply to any such allotment,
provided that this power shall be limited to:
(i) the allotment of equity securities for cash up to an
aggregate nominal amount of £96,000; and
(ii) the allotment of equity securities in connection with
an offer of such securities by way of rights to holders of ordinary shares in
proportion (as nearly as may be practicable) to their respective holdings of
such shares, but subject to such exclusions or other arrangements as the
directors
may deem necessary or expedient in relation to fractional entitlements or any
legal or practical problems under the laws of any territory, or the
requirements of any regulatory body or stock exchange, but so that this
authority shall allow the Company to make offers or agreements before the
expiry and the directors may allot equity securities in pursuance of such
offers or agreements as if the powers conferred hereby had not so expired.
By order of the Board
On behalf of Directors
Chaker Hanna
27 May 2022
Registered Office: Unit 2, Plantain Place, Crosby Row, London, England, SE1
1YN
The following notes explain your general rights as a shareholder and your
right to attend and vote at this Meeting or to appoint someone else to vote on
your behalf.
1. To be entitled to attend and vote at the Meeting (and for the purpose
of the determination by the Company of the number of votes they may cast),
shareholders must be registered in the Register of Members of the Company at
close of trading on 28 June 2022. Changes to the Register of Members after the
relevant deadline shall be disregarded in determining the rights of any person
to attend and vote at the Meeting.
2. Shareholders, or their proxies, intending to attend the Meeting in
person are requested, if possible, to arrive at the Meeting venue at least 20
minutes prior to the commencement of the Meeting at 3.00 p.m. (UK time) 30
June 2022 so that their shareholding may be checked against the Company's
Register of Members and attendances recorded.
3. Shareholders are entitled to appoint another person as a proxy to
exercise all or part of their rights to attend and to speak and vote on their
behalf at the Meeting.
4. A shareholder may appoint more than one proxy in relation to the
Meeting provided that each proxy is appointed to exercise the rights attached
to a different ordinary share or ordinary shares held by that shareholder. A
proxy need not be a shareholder of the Company.
5. In the case of joint holders, where more than one of the joint
holders' purports to appoint a proxy, only the appointment submitted by the
most senior holder will be accepted. Seniority is determined by the order in
which the names of the joint holders appear in the Company's Register of
Members in respect of the joint holding (the first named being the most
senior).
6. A vote withheld is not a vote in law, which means that the vote will
not be counted in the calculation of votes for or against the resolution. If
no voting indication is given, your proxy will vote or abstain from voting at
his or her discretion. Your proxy will vote (or abstain from voting) as he or
she thinks fit in relation to any other matter which is put before the
Meeting.
7. You can vote either:
· by logging on to www.signalshares.com (http://www.signalshares.com)
and following the instructions; or
· in the case of CREST members, by utilising the CREST electronic
proxy appointment service in accordance with the procedures set out.
For a proxy appointment to be valid, it must be submitted and received by Link
Group by 3.00 p.m. on 28 June 2022, which is not less than 48 hours (excluding
non-working holidays) before the time appointed for the meeting, or adjourned
meeting.
8. If you return more than one proxy appointment, the appointment
received last by the Registrar before the latest time for the receipt of
proxies will take precedence. You are advised to read the terms and conditions
of use carefully. Electronic communication facilities are open to all
shareholders and those who use them will not be disadvantaged.
9. The return of a completed proxy, will not prevent a shareholder from
attending the Meeting and voting in person if he/she wishes to do so.
10. CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so for the Meeting (and any
adjournment of the Meeting) by using the procedures described in the CREST
Manual (available from www.euroclear.com/site/public/EUI)
(http://www.euroclear.com/site/public/EUI)) . CREST Personal Members or other
CREST sponsored members, and those CREST members who have appointed a service
provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be
valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be
properly authenticated in accordance with Euroclear UK & Ireland Limited's
specifications and must contain the information required for such
instructions, as described in the CREST Manual. The message must be
transmitted so as to be received by the issuer's agent (ID RA10) by 3.00 p.m.
on 28 June 2022, which is not less than 48 hours (excluding non-working
holidays) before the time appointed for the meeting, or adjourned meeting. For
this purpose, the time of receipt will be taken to mean the time (as
determined by the timestamp applied to the message by the CREST application
host) from which the issuer's agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. After this time, any change of
instructions to proxies appointed through CREST should be communicated to the
appointee through other means.
11. CREST members and, where applicable, their CREST sponsors or voting
service providers should note that Euroclear UK & Ireland Limited does not
make available special procedures in CREST for any particular message. Normal
system timings and limitations will, therefore, apply in relation to the input
of CREST Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member, or
sponsored member, or has appointed a voting service provider(s), to procure
that his CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting system providers are
referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings. The Company may treat
as invalid a CREST Proxy Instruction in the circumstances set out in
Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
12. Any corporation which is a shareholder can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as a
shareholder provided that no more than one corporate representative exercises
powers in relation to the same shares.
13. As at 25 May 2022 (being the latest practicable business day prior to
the publication of this Notice), the Company's ordinary issued share capital
consists of 122,666,667 ordinary shares, carrying one vote each. Therefore,
the total voting rights in the Company as at 25 May 2022 are 122,666,667.
14. Under Section 527 of the Companies Act 2006, shareholders meeting the
threshold requirements set out in that section have the right to require the
Company to publish on a website a statement setting out any matter relating
to: (i) the audit of the Company's financial statements (including the
Auditor's Report and the conduct of the audit) that are to be laid before the
Meeting; or (ii) any circumstances connected with an auditor of the Company
ceasing to hold office since the previous meeting at which annual financial
statements and reports were laid in accordance with Section 437 of the
Companies Act 2006 (in each case) that the shareholders propose to raise at
the relevant meeting. The Company may not require the shareholders requesting
any such website publication to pay its expenses in complying with Sections
527 or 528 of the Companies Act 2006. Where the Company is required to place a
statement on a website under Section 527 of the Companies Act 2006, it must
forward the statement to the Company's auditor not later than the time when it
makes the statement available on the website. The business which may be dealt
with at the Meeting for the relevant financial year includes any statement
that the Company has been required under Section 527 of the Companies Act 2006
to publish on a website.
15. Any shareholder attending the Meeting has the right to ask questions.
The Company must cause to be answered any such question relating to the
business being dealt with at the Meeting but no such answer need be given if:
(a) to do so would interfere unduly with the preparation for the Meeting or
involve the disclosure of confidential information; (b) the answer has already
been given on a website in the form of an answer to a question; or (c) it is
undesirable in the interests of the Company or the good order of the Meeting
that the question be answered.
The following documents are available for inspection during normal business
hours at the registered office of the Company on any business day from the
date of this Notice until the time of the Meeting and may also be inspected at
the Meeting venue, as specified in this Notice, from am on the day of the
Meeting until the conclusion of the Meeting:
Copies of the Directors' letters of appointment or service contracts.
16. You may not use any electronic address (within the meaning of Section
333(4) of the Companies Act 2006) provided in either this Notice or any
related documents (including the form of proxy) to communicate with the
Company for any purposes other than those expressly stated.
17. A copy of this Notice, and other information required by Section 311A of
the Companies Act 2006, can be found on the Company's website at
www.comptoirlibanais.com.
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