REG - Comptoir Group PLC - FY 2022 Results
10/05/2023 07:00
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RNS Number : 8649Y Comptoir Group PLC 10 May 2023
10 May 2023
Comptoir Group Plc
("Comptoir", the "Group" or the "Company")
FY 2022 Results - Building the Foundations for Growth and Recovery
Highlights:
· Group revenue increased 49.7% to £31.0m (2021 restated:
£20.7m).
· Gross profit up 44.3% to £24.4m (2021 restated: £16.9m).
· Adjusted EBITDA* before highlighted items of £6.3m (2021:
£6.4m).
· Cash and cash equivalents balance at the period end of £9.9m and
a net cash position of £7.7m (2021: £7.1m).
· Basic EPS of 0.48 pence (2021: 1.34 pence).
· Highly experienced Chair, CEO and non-Executive Director
appointed to significantly strengthen the senior leadership team and
accelerate the Company's growth trajectory.
· Two new franchise restaurants opened in Stansted and Qatar
airports.
Dr Beatrice Lafon, Non-Executive Chair, said:
"In my first year as Chair, I am delighted to be reporting that Comptoir has
performed well against the well documented headwinds affecting the industry.
"This was a pivotal year for the Group as it recovered from the challenges
presented by the pandemic and was required to address unprecedented
inflationary pressures on food and energy prices. Sales increased by almost
50% and underlying profit was maintained as we returned to a normalised
trading position compared to the previous two years. Our 'Back-to-Basics'
programme was launched in September, improving staff retention by 10% and
doubling our guest satisfaction scores. We also delivered a new menu
attracting value-conscious customers. We opened two new franchise restaurants
in Stansted and Qatar airports over the course of the year.
"We were delighted to appoint Nick Ayerst as CEO in October. Nick brings a
wealth of experience from his previous roles at LEON and The Restaurant Group.
The Board and executive management are focused on reinvesting in the business
and its people, building strong foundations for growth.
"I would like to thank our teams for their commitment as we evolve the way we
serve our guests, as well as our suppliers, partners, and shareholders for
their ongoing support. Together, we will continue to drive the success of
Comptoir Group, building an even brighter future for our business and our
people."
*Adjusted EBITDA was calculated from the profit/(loss) before taxation adding
back interest, depreciation, share-based payments and non-recurring costs
(note 4). Post IFRS 16.
Enquiries:
Comptoir Group plc via Camarco
Beatrice Lafon, Non-Executive Chair
Nick Ayerst, CEO
Michael Toon, FD
finnCap Ltd (Nominated Adviser and Broker) 0207 220 0500
Simon Hicks
Camarco (Media Contact) 0203 757 4994
Jennifer Renwick
jennifer.renwick@camarco.co.uk (mailto:jennifer.renwick@camarco.co.uk)
Notes to Editors
About Comptoir Group
Comptoir Group PLC owns and operates 26 Lebanese restaurants, six of which are
franchised, based predominately in the UK. The flagship brand of the group,
Comptoir Libanais, is a collection of 20 restaurants located across London and
nationwide, including cities such as Manchester, Bath, Birmingham, Oxford and
Exeter.
The name Comptoir Libanais means Lebanese Counter and is a place where guests
can eat casually and enjoy Middle Eastern food, served with warm and friendly
hospitality, just like back home.
The Group also operates Shawa, serving traditional shawarmas through a counter
service model in Westfield and Bluewater shopping centres, Yalla-Yalla with
branches near Oxford Circus and in Soho, and entertainment venue Kenza,
located in Devonshire Square, London.
The group has expanded internationally with its franchise partners HMSHOST,
with restaurants in the Netherlands, Qatar and Dubai.
Chief Executive's Review
Comptoir Group is a dynamic, bold and innovative hospitality company committed
to delivering exceptional hospitality experiences that celebrate the rich
cultural heritage of Lebanon.
With a passion for our food, and a focus on quality ingredients, our
restaurants offer an authentic taste of the region's diverse and vibrant
cuisine.
We are dedicated to providing outstanding guest hospitality by creating a
welcoming and inviting atmosphere that inspires guests to return time and time
again. At Comptoir Group we are driven by a desire to share our love of our
delicious food with the wider world.
The Group entered 2022 in good financial shape. Sales recovered throughout the
year against the backdrop of the worst cost-of-living crises in recent memory.
Food, labour and energy inflation, as well as industrial unrest, meant the
business had a number of challenges to tackle, none of which were expected.
Beyond addressing the challenges mentioned above, Comptoir Group with the full
support of the Board and the Senior Leadership Team looked to position itself
for future growth with significant investment in people, ongoing updates to
our restaurants and increasing its focus to become a carbon neutral operator.
In 2022 we moved to 100% recyclable packaging in Comptoir Libanais and signed
our first contract for green electricity.
2022 was a period of transition for the Group and I am delighted and honoured
to be in a position as CEO to deliver my first report on the performance
across the business.
Trading
Comparisons to prior years are difficult due to the extended impact of Covid
related restrictions between March 2020 and January 2022. However, for the
last 6 months of the financial year when compared to 2019 (that being the last
comparable period of no interruption) we saw encouraging like-for-like growth,
which against the backdrop of external pressures, we believe to be a good
trading performance.
Comptoir Group are not immune to the inflationary pressures on the Hospitality
industry in general and we took steps to mitigate this impact without
compromising the offer to our guests. A 2-year contract hedge on utilities
ended in September 2022, and we fixed for another 12 months until September
2023.
Supply chain management was brought in-house for the first time with a clear
strategy for control and consolidation that helped mitigate the worst of the
external turmoil. During quarter 4 and continuing into 2023 we carried out
significant menu re-engineering exercises across the Group. This covered both
food and drink and allowed us to offset some of the inflationary pressures and
VAT increases to protect margins with only modest price increases. We continue
to closely monitor guest sentiment in respect of the value proposition. Our
Central Production Unit enables us to control quality and respond quickly to
changing circumstances.
People
The teams across all our restaurants and at the Support Office once again
showed exceptional commitment to providing our guests with a high-quality
experience. We are privileged to have a significant proportion of the team who
have been with us for many years and this commitment and experience have
enabled us to not lose a single day of trade over the last 3 years due to
staffing issues. We are back near to our optimum employment levels and have
strong retention KPIs, together with improved terms and conditions for our
teams.
During the year we improved pay rates, bonus potential and added or enhanced
other benefits such as health care as well as financial and mental well-being
support. We introduced incentives relating to guest satisfaction scores
ranging from mystery guest scores to Google reviews.
In anticipation of future expansion and strategic planning we have
strengthened our management structure throughout the year with key
appointments in marketing, procurement and food development.
Technology
Technology is an important element of the Comptoir Group strategy to help
enhance the guest journey as well as improve the efficiency of the restaurants
and support functions. We continue to invest in both restaurants and Support
Office in respect of hardware and software with a particular focus on learning
about our guests and how best to interact with them.
Franchising
Franchising is an integral part of the Group's strategy and one that will
continue to be focused on over the coming year. In 2022 two new restaurants
opened in Travel Hubs: Doha Airport, Qatar and London Stansted Airport, both
through our long-term partner HMS Host. Both have performed ahead of
expectations, and we continue to review opportunities both in the UK and
further afield with existing and new franchise partners.
Digital
Delivery remains an important channel for the business, and we intend to
maintain the previously adopted multi-channel approach to ensure Comptoir is
widely available to our guests. As dine in returns we have had to adapt
operations to satisfy both channels' competing expectations.
Looking ahead
While economic uncertainty and inflationary cost pressures are set to persist
in the short term, we believe Comptoir Group is in an excellent position to
capitalise on opportunities in the marketplace. Comptoir Libanais is a vibrant
and differentiated all-day casual dining brand delivering fresh and healthy
food and naturally attractive to those looking for vegan or vegetarian
options. Shawa, our fast casual offering has huge potential we believe in the
expanding QSR/fast casual marketplace and provides an excellent alternative
when assessing properties and opening pipelines. Our destination restaurant
brands have a great opportunity for organic growth with a clear market
positioning and renewed focus. We are in a position to open new restaurants
across the different brands with an experienced and motivated leadership team
to execute the Groups strategy.
The cost pressures of the last 12 months have impacted profitability, and this
will continue into 2023. Whilst we would expect costs to remain higher than
they were prior to the war in Ukraine we continue to mitigate these effects
through our new supplier partnerships and menu engineering. Energy prices have
already started to retreat, and our flexible hedge allows us to take that
benefit as it occurs.
I would like to thank all of my colleagues in our restaurants and Support
Office for their commitment during a challenging year. Comptoir Group is able
to build on good foundations and we are cautiously optimistic about the near
term.
Nick Ayerst - Chief Executive Officer
2022/23 Financial highlights - FD Review
Overview
The financial results for 2022, although impacted by the government advice to
stay at home throughout December 2021 and into 2022, benefitted from all
restaurants being open to trade throughout the year compared to various
periods of closure during 2020 and 2021. Input cost increases were
unavoidable.
On 1 August 2022 Beatrice Lafon and Jean Michel Orieux joined the Board as
Chair and NED respectively, with the appointment of Nick Ayerst as CEO
following in October.
The KPIS of the Group performance are summarised in the table below:
Group financial summary
2022 2021 Var
Revenue £31.0m £20.7m 49.9%
Gross profit £24.4m £16.9m 44.3%
Other costs £23.8m £15.3m 56.0%
Profit for the period £0.6m £1.6m -64.2%
Cash generated from operations £4.4m £4.7m -8.8%
Adjusted EBITDA ( Pre IFRS)1 £2.8m £3.0m -5.9%
Net Cash2 £7.7m £7.1m 9.4%
1 Defined as statutory operating profit before interest, tax, depreciation and
amortisation (before application of IFRS16 and excluding exceptional costs)
and reflects the underlying trade of the Group
2 Defined as cash and cash equivalents less loans and borrowings
Revenue
Revenue increased by 49.9 per cent to £31.0m, which compared to a total of
£20.7m in 2021. This was, in the main, due to the return to a more normalised
trade position with all restaurants trading during the year compared to the
previous 2 years which were heavily impacted by Covid-19.
During the year we opened 2 more Franchise restaurants with our partners HMS
Host in Qatar and London Stansted Airport. Our Franchise partners are an
important part of the business and the 6 restaurants contributed system sales
of £7.4m over the course of the financial year.
At the start of the financial year, we closed 1 restaurant in Stratford.
The removal of the reduced rate of VAT which had benefitted the Group in 2021
had an impact of £2.7m.
Gross profit
The support offered by the government in respect of VAT came to an end at the
end of Q1 2022. At this point it returned to 20 per cent from the previous
level of 12.5 per cent that was in place from Q4 2021. Prior to that VAT had
been 5 per cent since July 2020. Consequently, FY2022 benefited less than
FY2021 by £2.7m which equates to a 1.7 ppts reduction in the gross profit
margin.
The Group gross margin percentage reduced in 2022 from 81.8 per cent in 2021
to 78.7 per cent. Inflation in 2022 following the pandemic of the prior 2
years increased at an unprecedented rate and this was exacerbated by the war
in Ukraine. In particular oils, protein, fresh produce and dairy prices rose
at various times in the year and were the main contributor to the remaining
gap to the prior year.
Other costs
All other trading costs increased by 56 per cent which is in part driven by
the increased level of trade in FY2022 but also the exceptional costs that
occurred during the period. An exceptional cost of £1.0m was recognised in
the year in respect of the reconstitution of the Board in August 2022.
Adjusted EBITDA (pre-IFRS 16)
Adjusted EBITDA (pre IFRS 16) is utilised by the Group as the primary metric
in the assessment of profitability. A full reconciliation of both pre and
post-IFRS 16 is shown below. The Group generated an Adjusted EBITDA (pre IFRS
16) of £2.8m compared to £3.0m in FY21. With the previously described
negative impact of inflation and VAT this result allows us to remain confident
in our brands and offer.
Post IFRS 16 Pre IFRS 16 Post IFRS 16 Pre IFRS 16
1 January 2023 1 January 2023 2 January 2022 2 January 2022
£ £ £ £
Sales 31,046,546 31,046,546 20,711,257 20,711,257
Adjusted EBITDA:
Profit before tax 902,450 578,609 1,525,167 1,259,709
Add back:
3,252,841 1,124,243 3,659,196 1,372,645
Depreciation
Finance costs 1,042,697 94,078 822,094 21,057
Impairment of assets 78,266 - 336,356 266,255
EBITDA 5,276,254 1,796,930 6,342,813 2,919,666
Share-based payments expense 15,377 15,377 32,436 32,436
Restaurant opening costs - - 10,489 10,489
Loss on disposal of fixed assets 8,188 8,188 38,098 38,098
Exceptional legal and professional fees (Note 3) 1,002,054 1,002,054 - -
Adjusted EBITDA 6,301,873 2,822,549 6,423,836 3,000,689
Cash flow and balance sheet
Cash generated from operations decreased to £4.4m in FY22 (FY21 £4.7m). The
decrease was driven by the return to standard working capital agreements post
pandemic. Cash expenditure on property, plant and equipment increased as the
Group invested in the refurbishment of selected restaurants and an improvement
of all IT infrastructure across the Group.
Financing and net debt
The Group had a cash and cash equivalents balance of £9.9m on 1 January 2023
and a net cash position of £7.7m (FY2021 £7.1m)
The Group debt consists of a CBIL loan attracting no covenants. This has a
six-year term with a maturity date in 2026. The loan had an initial
interest-free period of 12 months followed by a rate of interest of 2.5% over
the Bank base rate.
Impairments
A detailed review of each individual restaurant has resulted in an impairment
charge of £0.1m in FY22 (FY21: £0.3m).
Dividend
The Directors do not recommend the payment of a dividend, believing it more
beneficial to use cash resources to invest in the Group in line with our
strategy.
Going concern
Upon consideration of this analysis and the principal risks faced by the
Group, the Directors are satisfied that the Group has adequate resources to
continue in operation for the foreseeable future, a period of at least twelve
months from the date of this report. Accordingly, the Directors have concluded
that it is appropriate to prepare these financial statements on a going
concern basis.
Michael Toon - Finance Director
Strategic Report
For the period ended 1 January 2023
The Directors present their strategic report for the period ended 1 January
2023.
Business model
The Group's flagship brand, Comptoir Libanais, specialises in authentic
Lebanese cuisine, offered at its vibrant and friendly restaurants. The brand
aims to provide a unique all-day dining experience, centred around fresh and
healthy food that is both affordable and high-quality.
Lebanese cuisine has gained immense popularity in recent times due to its rich
and exotic flavours, vegetarian-friendly options, and health benefits, making
it a go-to choice for food enthusiasts who love to share their meals with
friends and family. At Comptoir Libanais, we take pride in bringing these
culinary traditions to life and providing our guests with an unforgettable
dining experience that is both satisfying and enjoyable.
We seek to design each Comptoir Libanais restaurant with a bold and fresh
design that is welcoming to all age groups and types of consumers. Each
Comptoir Libanais restaurant has posters and menus showing an artist's
impression of Sirine Jamal al Dine, an iconic Arabian actress, providing a
Lebanese café-culture feel.
Shawa is a Lebanese grill-serving lean, grilled meats, rotisserie chicken,
homemade falafel, halloumi and fresh salad, through a service counter
offering, located in high footfall locations, such as shopping centres.
The average net spend per head over 2022 at Comptoir Libanais was £17.14 and
the average spend at Shawa was lower at £13.74, so our offering is positioned
in the affordable or 'value for money' segment of the UK casual dining market.
In addition, our offering is well-differentiated and faces limited direct
competition, in marked contrast to other areas of the market.
Strategy for growth
Our overarching strategy is to expand our owned-site operations, encompassing
both the highly successful Comptoir Libanais and the Shawa QSR brand. While
Comptoir Libanais will remain our primary focus, we recognise that Shawa
offers us the opportunity to serve our delicious Lebanese cuisine from a
smaller footprint, providing us with greater flexibility in our expansion
plans.
We are also committed to growing our franchised operations, which we see as a
complementary and relatively low-risk approach to extending our brand presence
both in the UK and in overseas territories. To this end, we have successfully
opened two new restaurants with our franchise partner, HMS Host, in Stansted
Airport and Doha Airport. Furthermore, Comptoir is actively engaging with
partners to explore opportunities to open additional restaurants across
various regions.
The UK food delivery market is another important channel for us, and we are
delighted to report that it has experienced significant growth over the past
three years. This has been facilitated by advancements in technology that have
made ordering easier and provided quick access to a wide selection of menus
through platforms such as Deliveroo and UberEATS. We work closely with all
major delivery platforms, enabling us to offer our customers a direct delivery
service that has been instrumental in driving growth across this channel.
All of these channels are supported by our scalable central production unit
located in North London. This provides us with cost advantages and complete
quality assurance.
Review of the business and key performance indicators (KPIs)
The Board and management team use a range of performance indicators to monitor
and measure the performance of the business. However, in common with most
businesses, the critical KPI's are focused on growth in sales and EBITDA and
these are appraised against budget, forecast and last year's achieved levels.
In terms of non-financial KPIs, the standard of service provided to guests is
monitored via the scores from a programme of regular monthly "mystery diner"
visits to our restaurants as well as guest feedback available to all of those
who dine with us through use of a QR code all of which are carried out by
HGem. These measures have seen significant improvement as the business
returned to a normal course of operation. We also use feedback from health and
safety audits conducted by an external company (Food Alert) to ensure that
critical operating procedures are being adhered to.
Principal risks and uncertainties
The Board of Directors ("the Board") has overall responsibility for
identifying the most significant risks faced by the business and for
developing appropriate policies to ensure that those risks are adequately
managed. The following have been identified as the most significant risks
faced by the Group, however, it should be noted that this is not an exhaustive
list and the Company has policies and procedures to address other risks facing
the business.
Consumer demand
Any weakness in consumer confidence could have an adverse effect on footfall
and guest spend in our restaurants. The Covid-19 virus and now the cost of
living crisis have had a significant impact on the hospitality sector and the
wider UK and global economy.
Frequent or regular participation in the eating-out market is afforded by the
consumer out of household disposable income. Macroeconomic factors such as
employment levels, interest rates and inflation can impact disposable income
and consumer confidence can dictate their willingness to spend. As indicated
above, the core brands within the Group are positioned in the affordable
segment of the casual dining market. A strong focus on superior and attentive
service together with value-added marketing initiatives can help to drive
sales when guest footfall is more subdued. This, together with the strategic
location of each of our restaurants helps to mitigate the risk of consumer
demand to the business.
Input cost inflation
The Group's key input variables are the cost of food and drink, associated
ingredients and the continued progressive increases in the UK National Living
Wage and Minimum present a challenge we must face up to alongside our peers
and competitors. We aim to maintain an appropriate level of flexibility in our
supplier base so we can work to mitigate the impact of input cost inflation.
Our teams work hard to identify all cost savings and to capitalise on them.
Economic conditions
The exit from the European Union, the Covid-19 pandemic and now the war in
Ukraine has left a great deal of uncertainty that still may impact consumer
spending.
The pressure on living standards and possible deterioration in consumer
confidence due to future economic conditions could have a detrimental impact
on the Group in terms of footfall and sales. This risk is mitigated by the
positioning of the Group's brands, which is within the affordable segment of
the casual dining market. Continued focus on customer relations and targeted
and adaptable marketing initiatives help the Group retain and drive sales
where footfall declines.
Labour cost inflation
Labour cost pressures that are outside of the control of the Group, such as
auto-enrolment pension costs, minimum wage / Living wage increases, Employee
and Employer NI increases, and the apprenticeship levy, are endured by the
Group and its competitors. Labour costs continue to be regularly monitored and
ongoing initiatives are used to reduce the impact of such pressures.
Strategy and execution
The Group's central strategy is to open additional new outlets under its core
Comptoir Libanais and Shawa brands. Despite making every effort, there is no
guarantee that the Group will be able to secure a sufficient number of
appropriate restaurants to meet its growth and financial targets and it is
possible that new openings may take time to reach the anticipated levels of
mature profitability or to match historical financial returns. The Group
utilises the services of external property consultants and continues to
develop stronger contacts and relationships with potential landlords as well
as their agents and advisers. However, there will always be competition for
the best restaurants and the Board will continue to approach any potential new
restaurant with caution and be highly selective in its evaluation of new
restaurants to ensure that target levels of return on investment are achieved.
Energy Consumption and Carbon Emissions
The Group is a public company under the Streamlined Energy and Carbon
Reporting regulations and must report its greenhouse gas emissions from Scope
1 and 2 Electricity, Gas and Transport annually. The Group has followed the
2019 HM Government environmental reporting guidelines to ensure compliance
with the SECR requirements. The UK Government issued 'Greenhouse gas
reporting: conversion factors 2022' conversion figures for CO2e, along with
the fuel property figures to determine the kWh content for reclaimed mileage.
The chosen intensity measurement ratio is total gross emissions in Kgs
CO2e/Cover.
FY 2022
Energy consumption used to calculate emissions (kWh) 5,473,397
2022 2021
Grid Electricity 2,734,638 2,191,709
Natural Gas 2,617,319 1,444,967
Company Fleet 64,804 64,063
Grey fleet 56,636 0
Scope 1 emissions in metric tonnes CO2e
Natural gas 529.41 264.66
Company fleet 16.61 16.12
Total Scope 1 consumption (kWh) 2,682,123 1,509,030
Scope 2 emissions in metric tonnes CO2e
Grid electricity 528.82 506.55
Total Scope 2 consumption (kWh) 2,734,638 2,191,709
Scope 3 emissions in metric tonnes CO2e
13.97 0
Grey fleet
Total Scope 3 Consumption (kWh) 56,636 0
Total Gross emissions in metric tonnes CO2e 1,088.81 787.33
Total Consumption (kWh) 5,473,397 3,700,739
FY 2022
Intensity ratio kg CO2e/ Covers FY 2022 0.69
Intensity ratio kg CO2e/Covers FY 2021 0.75
Quantification and reporting methodology.
Comptoir Group PLC have appointed Amber as their SECR consultants. We have
followed 2019 HM Government environmental reporting guidelines to ensure
compliance with the SECR requirements. The UK government issued "Greenhouse
gas reporting: conversion factors 2022" conversion figures for CO2e were used.
Intensity measurement
The chosen intensity measurement ratio is Covers.
Measures taken to improve energy efficiency.
Comptoir Group PLC continue to strive for energy and carbon reduction arising
from their activities. During this reporting period Comptoir Group PLC have:
· Moved to 100% renewable energy suppliers
· Introduced CAPUT and WATTAGE - systems to help record and
monitoring Energy usage on hourly and daily basis. We are also trialling a new
monitoring system at our two busiest restaurants - the system saves energy by
controlling the speed of the extract and air supply fans in-line with activity
levels in the kitchen
· Adjusted fan speeds so that the energy consumption is only 6% of
that with the fans running at full capacity
· Replaced normal lights to energy saving Lights-LED
· Encouraged General Managers to pool share for company meetings
Materiality
Comptoir Group PLC are reporting upon all the required fuel sources as per
SECR requirements. Data gaps for Reading - The Oracle Shopping Centre - Unit
43 (electricity) and South Kensington - 77A Gloucester Road (natural gas) were
filled using pro rata method due to lack of invoices from previous suppliers.
Estimations for Vehicle Fleet, costs were provided, and UK government fuel
properties used to convert to kWh and tCO2e.
Future developments
The Group will continue to roll out selectively its Comptoir Libanais and
Shawa brands by opening new restaurants across the UK and to explore further
opportunities to grow the Comptoir Libanais brand via franchising with
suitable partners and expansion of the external catering offering.
On behalf of the Board
Nick Ayerst - Chief Executive Officer
Consolidated Statement of Comprehensive Income
For the period ended 1 January 2023
Period ended 1 January 2023 Period ended 2 January 2022
Notes
£ £
Revenue 2 31,046,546 20,711,257
Cost of sales (6,605,074) (3,773,721)
Gross profit 24,441,472 16,937,536
Distribution expenses (11,431,633) (9,318,203)
Administrative expenses (11,357,436) (9,362,286)
Other income 2 292,744 4,090,214
Operating profit 3 1,945,147 2,347,261
Finance costs 6 (1,042,697) (822,094)
Profit before tax 902,450 1,525,167
Taxation (charge)/credit 7 (314,146) 118,288
Profit for the period 588,304 1,643,455
Other comprehensive income - -
Total comprehensive income for the period 588,304 1,643,455
Basic earnings per share (pence) 8 0.48 1.34
Diluted earnings per share (pence) 8 0.48 1.34
All of the above results are derived from continuing operations. Profit for
the period and total comprehensive income for the period is entirely
attributable to the equity shareholders of the Group.
Consolidated balance sheet
At 1 January 2023
Notes 1 January 2 January
2023 2022
£ £
Assets
Non-current assets
Intangible assets 9 29,134 55,267
Property, plant and equipment 10 6,708,383 7,232,869
Right-of-use assets 10 13,704,427 15,960,380
Deferred tax asset 17 - 106,659
20,441,944 23,355,175
Current assets
Inventories 12 474,655 465,890
Trade and other receivables 13 1,220,053 698,994
Cash and cash equivalents 9,930,323 9,867,799
11,625,031 11,032,683
Total assets 32,066,975 34,387,858
Liabilities
Current liabilities
Borrowings 15 (600,000) (600,000)
Trade and other payables 14 (6,399,675) (6,131,539)
Lease liabilities 26 (2,351,410) (2,387,104)
Current tax liabilities - (64,480)
(9,351,085) (9,183,123)
Non-current liabilities
Borrowings 15 (1,600,000) (2,200,000)
Provisions for liabilities 16 (362,088) (859,414)
Lease liabilities 26 (15,728,066) (17,995,233)
Deferred tax liabilities 17 (271,967) -
(17,962,121) (21,054,647)
Total liabilities (27,313,206) (30,237,770)
Net assets 4,753,769 4,150,088
Equity
Share capital 18 1,226,667 1,226,667
Share premium 10,050,313 10,050,313
Other reserves 19 145,099 129,722
Retained losses (6,668,310) (7,256,614)
Total equity 4,753,769 4,150,088
The financial statements of Comptoir Group PLC (company registration number
07741283) were approved by the Board of Directors and authorised for issue on
09 May 2023 and were signed on its behalf by:
Nick Ayerst - Chief Executive Officer
Consolidated statement of changes in equity
For the period ended 1 January 2023
Notes Share capital Share premium Other reserves Retained Total equity
losses
£ £ £ £ £
At 1 January 2021 1,226,667 10,050,313 97,286 (8,900,069) 2,474,197
Total comprehensive loss
Profit for the period - - - 1,643,455 1,643,455
Transactions with owners
Share-based payments 21 - - 32,436 - 32,436
At 2 January 2022 1,226,667 10,050,313 129,722 (7,256,614) 4,150,088
At 3 January 2022 1,226,667 10,050,313 129,722 (7,256,614) 4,150,088
Total comprehensive income
Profit for the period - - - 588,304 588,304
Transactions with owners
-
Share-based payments 21 - 15,377 - 15,377
At 1 January 2023 1,226,667 10,050,313 145,099 (6,668,310) 4,753,769
Notes Period ended 1 January 2023 Period ended 2 January 2022
£ £
Operating activities
Cash inflow from operations 22 4,368,949 4,675,786
Interest paid (94,078) (21,057)
Tax paid - 30,292
Net cash from operating activities 4,274,871 4,685,021
Investing activities
(581,250) (436,272)
Purchase of property, plant & equipment 10
Net cash used in investing activities (581,250) (436,272)
Financing activities
(3,031,097) (2,014,626)
Payment of lease liabilities 26
Bank loan repayments 23 (600,000) (200,000)
Net cash used in financing activities (3,631,097) (2,214,626)
Increase in cash and cash equivalents 62,524 2,034,123
Cash and cash equivalents at beginning of period 9,867,799 7,833,676
Cash and cash equivalents at end of period 9,930,323 9,867,799
Principal accounting policies for the consolidated financial statements
For the period ended 1 January 2023
Reporting entity
Comptoir Group PLC (the "Company") is a company incorporated and registered in
England and Wales, with a company registration number of 07741283. The address
of the Company's registered office is Unit 2, Plantain Place, Crosby Row,
London Bridge, SE1 1YN. The consolidated financial statements comprise of the
Company and its subsidiaries (together referred to as the "Group").
Statement of compliance
The consolidated financial statements have been prepared in accordance with
UK-adopted International Financial Reporting Standards and its interpretations
adopted by the International Accounting Standards Board (IASB). The Parent
Company financial statements have been prepared using United Kingdom
Accounting Standards including FRS 102 'The financial reporting standard
applicable in the UK and Republic of Ireland' and are set out below.
Basis of preparation
These consolidated financial statements for the period ended 1 January 2023
are prepared in accordance with UK-adopted International Accounting Standards.
The accounting period for the Group runs to the closest Sunday to 31 December
each year. The consolidated financial statements for the current period has
been prepared to 1 January 2023 and the comparative period to 2 January 2022.
The financial statements are presented in Pound Sterling (£), which is both
the functional and presentational currency of the Group and Company. All
amounts are rounded to the nearest pound, except where otherwise indicated.
The Group and Parent Company financial statements have been prepared on the
historical cost convention as modified for certain financial instruments,
which are stated at fair value. Non-current assets are stated at the lower of
carrying amount and fair value less costs to sell.
Use of non-GAAP profit and loss measures
The Group believes that along with operating profit, the 'Adjusted EBITDA'
provides additional guidance to the statutory measures of the performance of
the business during the financial year. Adjusted profit from operations is
calculated by adding back depreciation, amortisation, impairment of assets,
finance costs, preopening costs and certain non-recurring or non-cash items.
Adjusted EBITDA is an internal measure used by management as they believe it
better reflects the underlying performance of the Group beyond generally
accepted accounting principles.
Going concern basis
In assessing the going concern position of the Group for the consolidated
financial statements for the year ended the 1 January 2023, the Directors have
considered the Group's cash flow, liquidity and business activities. The last
couple of years have been uncertain following the Covid-19 pandemic, the war
in Ukraine and now the cost of living crisis and this has been considered as
part of the Group's adoption of the going concern basis. Although trading was
impacted over this period, the Group's trading remained ahead of expectations.
The Group was profitable during this period and had increased its cash
reserves to £9.9m as at the start of the current accounting period.
The Directors have considered the current business model, strategies and
principal risks and uncertainties. Based on the Group's cash flow forecasts
and projections, the Board is satisfied that the Group will be able to operate
for the foreseeable future. In making this assessment, the Directors have made
a specific analysis of the impact of current inflationary pressures, Covid-19,
Brexit and the current war impacting Ukraine.
The Group's current cash reserves remains at £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 consolidated financial statements, the
following amendments to Standards and Interpretations issued by the IASB that
are effective for an annual period that begins on or after 1 January 2022.
These have not had any material impact on the amounts reported for the current
and prior periods.
Standard or Interpretation Effective Date
Annual improvements to IFRS Standards 2018-2020 1 January 2022
IAS 37 - Onerous Contracts 1 January 2022
IAS 16 - Property, Plant and Equipment 1 January 2022
IFRS 3 - Reference to the Conceptual Framework 1 January 2022
New and revised Standards and Interpretations in issue but not yet effective
At the date of authorisation of these financial statements, the Group has not
early adopted any of the following amendments to Standards and Interpretations
that have been issued but are not yet effective:
Standard or Interpretation Effective Date
IFRS 17 - Insurance Contracts 1 January 2023
IAS 8 - Definition of Accounting Estimates 1 January 2023
IAS 1 - Disclosure of Accounting Policies 1 January 2023
IAS 12 - Deferred Tax Arising from a Single Transaction 1 January 2023
As yet, none of these have been endorsed for use in the UK and will not be
adopted until such time as endorsement is confirmed. The Directors do not
expect any material impact as a result of adopting standards and amendments
listed above in the financial year they become effective.
Significant accounting policies
The accounting policies set out below have been applied consistently to all
periods presented in the historical consolidated financial statements, unless
otherwise indicated.
(a) Basis of consolidation
These financial statements consolidate the financial statements of the Company
and all of its subsidiary undertakings drawn up to 1 January 2023.
Subsidiaries are entities controlled by the Company. Control exists when the
Company has the power, directly or indirectly, to govern the financial and
operating policies of an entity so as to obtain benefits from its activities.
In assessing control, potential voting rights that presently are exercisable
or convertible are taken into account, regardless of management's intention to
exercise that option or warrant. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control
commences until the date the control ceases.
The cost of an acquisition is measured as the fair value of the assets given,
equity instruments issued and liabilities incurred or assumed at the date of
exchange, plus costs directly attributable to the acquisition. Identifiable
assets acquired and liabilities and contingent liabilities assumed are
measured initially at their fair values at the acquisition date, irrespective
of the extent of any minority interest. The excess of the cost of acquisition
over the fair value of the identifiable net assets acquired is recorded as
goodwill.
All intra-group balances, transactions, income and expenses and profits and
losses resulting from intra-group transactions are eliminated fully on
consolidation. The gain or loss on disposal of a subsidiary company is the
difference between net disposals proceeds and the Group's share of its net
assets together with any goodwill and exchange differences.
(b) Foreign currency translation
Functional and presentational currency
Items included in the financial results of each of the Group entities are
measured using the currency of the primary economic environment in which the
entities operate (the functional currency). The consolidated financial
statements are presented in Pounds Sterling ("£") which is the Company's
functional and operational currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
financial liabilities denominated in foreign currencies are recognised in the
Statement of Comprehensive Income.
(c) Financial instruments
Financial assets and financial liabilities are measured initially at fair
value plus transactions costs. Financial assets and financial liabilities are
measured subsequently as described below.
Financial assets
The Group classifies its financial assets as 'loans and receivables'. The
Group assesses at each balance sheet date whether there is objective evidence
that a financial asset or a group of financial assets is impaired.
Loans and receivables are non-derivative financial assets with fixed and
determinable payments that are not quoted in an active market. They are
included in current assets, except for maturities greater than 12 months after
the statement of financial position date, which are classified as non-current
assets. Receivables are classified as 'trade and other receivables' and loans
are classified as 'borrowings' in the statement of financial position.
Trade and other receivables are recognized initially at fair value and
subsequently measured at amortised cost using the effective interest method.
The carrying value of trade and other receivables recorded at amortised cost
are reduced by allowances for lifetime estimated credit losses. Estimated
future credit losses are first recorded on the initial recognition of a
receivable and are based on the ageing of the receivable balance, historical
experience and forward looking considerations. Balances that are deemed not
collectable will be recognised as a loss in the income statement. When a trade
receivable is uncollectable, it is written off against the allowance account
for trade receivables. Subsequent recoveries of amounts previously written
off are credited to the Statement of Comprehensive Income.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and all
substantial risks and rewards are transferred.
Financial liabilities
The Group's financial liabilities include trade and other payables. Trade
payables are recognized initially at fair value less transaction costs and
subsequently measured at amortised cost using the effective interest method
("EIR" method). Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs that are an integral part
of the EIR. The EIR amortisation is included in finance costs in the Statement
of Comprehensive Income. A financial liability is derecognised when it is
extinguished, discharged, cancelled or expires.
(d) Property, plant and equipment
Items of property, plant and equipment are stated at cost less accumulated
depreciation and impairment losses.
Depreciation
Depreciation is charged to the income statement on a reducing balance basis
and on a straight-line basis over the estimated useful lives of corresponding
items of property, plant and equipment:
Land & buildings leasehold Over the length of the lease
Plant & machinery 15% on reducing balance
Fixture, fittings & equipment 10% on reducing balance
The carrying values of plant and equipment are reviewed at each reporting date
to determine whether there are any indications of impairment. If any such
indication exists, the assets are tested for impairment to estimate the
assets' recoverable amounts. Any impairment losses are recognised in the
Statement of Comprehensive Income.
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at each statement of financial position date.
Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised within the Statement of Comprehensive
Income.
(e) Intangible assets - goodwill
All business combinations are accounted for by applying the acquisition
method. Goodwill represents amounts arising on acquisition of subsidiaries,
associates and joint ventures. Goodwill represents the difference between the
cost of the acquisition and the fair value of the net identifiable assets
acquired.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is
allocated to cash generating units and is formally tested for impairment
annually, thus is not amortised. Any excess of fair value of net assets over
consideration on acquisition are recognised directly in the income statement.
(f) Inventories
Inventories are stated at the lower of costs and net realisable value. Cost
comprises direct materials, and those direct overheads that have been incurred
in bringing the inventories to their present location and condition. Net
realisable value is the estimated selling price less all estimated costs of
completion and costs to be incurred in marketing, selling and distribution.
(g) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank, deposits held
at call with banks and other short-term highly liquid investments with
original maturities of three months or less. Bank overdrafts that are
repayable on demand are included within borrowings in current liabilities on
the balance sheet.
For the purpose of the statement of cash flows, cash and cash equivalents
consist of cash and cash equivalents as defined above, net of outstanding bank
overdrafts.
(h) Share-based payments
The Group's share option programme allows Group employees to acquire shares of
the Company and all options are equity-settled. The fair value of options
granted is recognised as an employee expense with a corresponding increase in
equity. The fair value is measured at grant date and spread over the period
during which the employees become unconditionally entitled to the options. The
fair value of the options granted is measured using the Black-Scholes model,
taking into account the terms and conditions upon which the options were
granted. The amount recognised as an expense is adjusted to reflect the actual
number of share options that vest.
(i) Provisions for liabilities
A provision is recognised in the balance sheet when the Group has a present
legal or constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefits will be required to settle the
obligation. The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the end of the
reporting period, taking into account the risks and uncertainties surrounding
the obligation. Where the effect of the time value of money is material, the
amount expected to be required to settle the obligation is recognised at
present value using a pre-tax discount rate. The unwinding of the discount is
recognised as a finance cost in the income statement in the period it arises.
(j) Deferred tax and current tax
Current income tax assets and liabilities for the current period are measured
at the amount expected to be recovered or paid to the taxation authorities. A
provision is made for corporation tax for the reporting period using the tax
rates that have been substantially enacted for the company at the reporting
date.
Current income tax relating to items recognised directly in equity is
recognised in equity and not in the Statement of Comprehensive Income.
Deferred income tax is provided in full on a non-discounted basis, using the
liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated
financial statements. Deferred income tax is determined using tax rates (and
laws) that have been enacted or substantially enacted by the statement of
financial position date and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable
that future taxable profit will be available against which the temporary
differences can be utilised.
(k) Leases
Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease
(i.e., the date the underlying asset is available for use). Initially,
right-of-use assets are measured at cost, less any accumulated depreciation
and impairment losses and adjusted for any remeasurement of lease liabilities.
The cost of right-of-use assets includes the amount of lease liabilities
recognised, initial direct costs incurred, and lease payments made at or
before the commencement date less any lease incentives received. Subsequently,
right-of-use assets are depreciated on a straight-line basis over the shorter
of its estimated useful life and the lease term.
Lease liabilities
At the commencement date of the lease, the lease liabilities recognised are
measured at the present value of lease payments to be made over the lease
term. The lease payments include fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate, and
amounts expected to be paid under residual value guarantees. The lease
payments also include the exercise price of a purchase option reasonably
certain to be exercised by the Group and payments of penalties for terminating
a lease, if the lease term reflects the Group exercising the option to
terminate. The variable lease payments that do not depend on an index or a
rate are recognised as an expense in the period on which the event or
condition that triggers the payment occurs. In calculating the present value
of lease payments, the Group used the incremental borrowing rate at the lease
commencement.
After the commencement date, the amount of lease liabilities is increased to
account for interest and reduced for the lease payments made. In addition, the
carrying amount of lease liabilities is remeasured if there is a modification,
a change in the lease term, a change in the in-substance fixed lease payments
or a change in the assessment to purchase the underlying asset.
The Group elected to apply the practical expedient in relation to amendments
to IFRS 16: Covid-19 Related Rent Concessions. This allows a lessee to account
for any changes to their lease payments due to the effects of Covid-19 in the
Statement of Comprehensive Income rather than be treated as a lease
modification.
The practical expedient was applied consistently to all lease contracts with
similar characteristics and in similar circumstances. A resulting credit will
be recognised as income in the profit and loss for the reporting period
reflecting the changes in lease payments arising from the application of this
practical expedient.
(l) Employee benefits
Short term employee benefits
Wages, salaries, paid annual leave, paid sick leave and bonuses are recognised
as an expense in the period in which the associated services are rendered by
employees.
The Group recognises an accrual for annual holiday pay accrued by employees as
a result of services rendered in the current period, and which employees are
entitled to carry forward and use within 12 months. The accrual is measured at
the salary cost payable for the period of absence.
Pensions and other post-employment benefits
The Group pays monthly contributions to defined contribution pension plans.
The legal or constructive obligation of the Group is limited to the amount
that they agree to contribute to the plan. The contributions to the plan are
charged to the Statement of Comprehensive Income in the period to which they
relate.
Termination benefits are recognised immediately as an expense when the Group
is demonstrably committed to terminate the employment of an employee or to
provide termination benefits.
(m) Revenue
Revenue represents amounts received and receivable for services and goods
provided (excluding value added tax) and is recognised at the point of sale.
Revenue is recognised to the extent that it is probable that the economic
benefits will flow to the Group and the revenue can be reliably measured.
Franchise fees from the Group's role as franchisor in the UK, Europe and the
Middle East. Revenue comprises ongoing royalties based on the sales results of
the franchisee and up-front initial site fees.
(n) Expenses
Variable lease payments
Variable lease payments that do not depend on an index or rate and are not
in-substance fixed payments, such as rental expenses payable based on the
percentage of sales made in the period, are not included in the initial
measurement of the lease liability. These payments are recognised in the
income statement in the period in which the event or condition that triggers
those payments occurs.
Opening expenses
Property rentals and related costs incurred up to the date of opening of a new
restaurant are written off to the income statement in the period in which they
are incurred. Promotional and training costs are written off to the income
statement in the period in which they are incurred.
Financial expenses
Financial expenses comprise of interest payable on bank loans, hire purchase
liabilities and other financial costs and charges. Interest payable is
recognised on an accrual basis.
(o) Ordinary share capital
Ordinary shares are classified as equity. Costs directly attributable to the
increase of new shares or options are shown in equity as a deduction from the
proceeds.
(p) Dividend policy
In accordance with IAS 10 'Events after the Balance Sheet Date', dividends
declared after the balance sheet date are not recognised as a liability at
that balance sheet date and are recognised in the financial statements when
they have received approval by shareholders. Unpaid dividends that are not
approved are disclosed in the notes to the consolidated financial statements.
(q) Commercial discount policy
Commercial discounts represent a reduction in cost of goods and services in
accordance with negotiated supplier contracts, the majority of which are based
on purchase volumes. Commercial discounts are recognised in the period in
which they are earned and to the extent that any variable targets have been
achieved in that financial period. Costs associated with commercial discounts
are recognised in the period in which they are incurred.
(r) Operating segments
An operating segment is a component of an entity that engages in business
activities from which it may earn revenues and incur expenses (including
revenue and expenses related to transactions with other components of the same
entity), whose operating results are regularly reviewed by the entity's Chief
Operating Decision Maker to make decisions about resources to be allocated to
the segment and assess its performance, and for which discrete financial
information is available. The Chief Operating Decision Maker has been
identified as the Board of Executive Directors, at which level strategic
decisions are made.
(s) Government grants
Government grants are recognised at the fair value of the asset received or
receivable when there is reasonable assurance that the grant conditions will
be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the
performance conditions are met. Where a grant does not specify performance
conditions it is recognised in income when the proceeds are received or
receivable.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with UK-adopted IFRS
requires management to make judgments, estimates and assumptions that affect
the application of policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. The resulting accounting estimates
may differ from the related actual results.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
In the process of applying the Group's accounting policies, management has
made a number of judgments and estimations of which the following are the most
significant. The estimates and assumptions that have a risk of causing
material adjustment to the carrying amounts of assets and liabilities within
the future financial years are as follows:
Depreciation, useful lives and residual values of property, plant &
equipment
The Directors estimate the useful lives and residual values of property, plant
& equipment in order to calculate the depreciation charges. Changes in
these estimates could result in changes being required to the annual
depreciation charges in the Statement of Comprehensive Incomes and the
carrying values of the property, plant & equipment in the balance sheet.
Impairment of assets
The Group assesses at each reporting date whether there is an indication that
an asset may be impaired. If any such indication exists, or when annual
impairment testing for an asset is required, the Group makes an estimate of
the asset's recoverable amount. An asset's recoverable amount is the higher of
an asset's or cash-generating unit's fair value less costs to sell and its
value in use and is determined for an individual asset, unless the asset does
not generate cash inflows that are largely independent of those from other
assets or groups of assets.
Where the carrying amount of an asset exceeds its recoverable amount, the
asset is considered impaired and is written down to its recoverable amount. In
assessing value in use, the estimated future cash flows are discounted to
their present value of money and the risks specific to the asset. Impairment
losses of continuing operations are recognised in the profit or loss in those
expense categories consistent with the function of the impaired asset.
Leases
At the commencement date of property leases the lease liability is calculated
by discounting the lease payments. The discount rate used should be the
interest rate implicit in the lease. However, if that rate cannot be readily
determined, which is generally the case for property leases, the lessee's
incremental borrowing rate is used, being the rate that the individual lessee
would have to pay to borrow the funds necessary to obtain an asset of similar
value to the right-of-use asset in a similar economic environment with similar
terms, security and conditions.
The discount rate originally applied to the Group's leases under the portfolio
approach was 2.6%. Where there have been modifications to leases since the
first application of IFRS 16 the discount rate has been updated in line with
the incremental cost of borrowing and ranges between 4% to 6.75%.
Deferred tax assets
Historically, deferred tax assets had been recognised in respect of the total
unutilised tax losses within the Group. A condition of recognising this amount
depended on the extent that it was probable that future taxable profits will
be available.
Share based payments
The charge for share-based payments is calculated according to the methodology
described in note 21. The Black Scholes model requires subjective assumptions
to be made including the volatility of the Company's share price, fair value
of the shares and the risk-free interest rates.
Dilapidations
Provisions for leasehold property dilapidation repairs are recognised when the
Group has a present obligation to carry out dilapidation work on the leasehold
premises before the property is vacated. The amount recognised as a provision
is the best estimate of the costs required to carry out the dilapidations work
and is spread over the expected period of the tenancy.
Notes to the consolidated financial statements
For the period ended 1 January 2023
1. Segmental analysis
The Group has only one operating segment being: the operation of restaurants
with Lebanese Offerings and one geographical segment being the United Kingdom.
The Group's brands meet the aggregation criteria set out in paragraph 22 of
IFRS 8 'Operating Segments' and as such the Group reports the business as one
reportable segment.
None of the Group's guests individually contribute over 10% of the total
revenues.
2. Revenue
1 January 2 January
2023 2022
£ £
Income for the year consists of the following:
31,046,546 20,711,257
Revenue from continuing operations
Other income not included within revenue in the income statement:
Insurance claims receivable - 261,657
Local council support grants 120,888 894,686
Covid-19 related rent concessions 171,856 1,284,744
Coronavirus Job Retention Scheme income - 1,644,856
Other income - 4,271
292,744 4,090,214
Total income for the year 31,339,290 24,801,471
3. Group operating profit
1 January 2 January
2023 2022
£ £
This is stated after charging/(crediting):
Variable lease charges* (see note 26) 444,327 613,531
Rent concessions (see note 26) (171,856) (1,284,744)
Lease modifications (see note 26) - (444,359)
Share-based payments expense (see note 21) 15,377 32,436
Restaurant opening costs - 10,489
Depreciation of property, plant and equipment (see note 10) 3,252,841 3,659,196
Impairment of assets (see note 9 & 10) 78,266 336,356
Loss on disposal of fixed assets 8,188 38,098
Auditors' remuneration (see note 4) 75,000 44,500
Exceptional legal and professional fees** 1,002,054 -
*Variable lease charges relate to additional rental expenses payable based on
selected restaurants achieving a certain level of turnover for the year.
**Exceptional legal and professional fees related to payments and associated
fees in respect of C Hanna's resignation as Chief Executive Officer of the
Group during the period.
For the initial trading period following the opening of a new restaurant, the
performance of that restaurant will be lower than that achieved by other,
similar mature restaurants. The difference in this performance, which is
calculated by reference to gross profit margins amongst other key metrics is
quantified and included within opening costs. The breakdown of opening costs,
between pre-opening costs and certain post-opening costs for 3 months is shown
below:
1 January 2 January
2023 2022
£ £
Pre-opening costs - 10,489
- 10,489
4. Auditors' remuneration
1 January 2 January
2023 2022
£ £
Auditors' remuneration:
Fees payable to Company's auditor for the audit of its annual accounts 20,500 19,500
Other fees to the Company's auditors
The audit of the Company's subsidiaries 49,500 20,000
Total audit fees 70,000 39,500
Review of the half-year accounts 5,000 5,000
Total non-audit fees 5,000 5,000
Total auditors' remuneration 75,000 44,500
5. Staff costs and numbers
1 January 2 January
2023 2022
£ £
(a) Staff costs (including Directors):
Wages and salaries:
Kitchen, floor and management wages 10,140,060 6,300,540
Apprentice Levy 39,202 26,788
Other costs:
Social security costs 844,542 624,327
Share-based payments (note 21) 15,377 32,436
Pension costs 159,281 140,908
Total staff costs 11,198,462 7,124,999
(b) Staff numbers (including Directors): Number Number
Kitchen and floor staff 461 371
Management staff 136 104
Total number of staff 597 475
(c) Directors' remuneration:
Emoluments 1,528,598 437,858
Money purchase (and other) pension contributions 27,366 33,950
Non-Executive Directors' fees - 7,500
Total Directors' costs*
*Includes redundancy pay. 1,555,964 479,307
Directors' remuneration disclosed above include the following amounts paid to
the highest paid Director still in office at the end of the period:
Emoluments 336,672 158,203
Money purchase (and other) pension contributions 1,321 10,913
1 January 2 January
2023 2022
£ £
Current tax:
- -
UK corporation tax on the profit/(loss) for the year
Adjustments in respect of previous years (64,480) (11,629)
Deferred tax:
Origination and reversal of temporary differences 7,235 220,343
Tax losses carried forward 371,391 (327,002)
Total tax charge/(credit) for the period 314,146 (118,288)
Further details on Directors' emoluments and the executive pension schemes
are given in the Directors' report.
6. Finance costs
1 January 2 January
2023 2022
£ £
Interest payable and similar charges:
Interest on bank loans and overdraft 94,078 21,057
Interest on lease liabilities 948,619 801,037
Total finance costs for the year 1,042,697 822,094
7. Taxation
The major components of income tax for the periods ended 1 January 2023 and 2
January 2022 are:
(a) Analysis of charge in the year:
Factors affecting the tax charge for the year:
The tax charged for the year varies from the standard rate of corporation tax
in the UK due to the following factors:
1 January 2 January
2023 2022
£ £
Profit/(loss) before tax 902,450 1,525,167
Expected tax charge based on the standard rate of corporation tax in the UK of
19% (2022: 19%)
171,466 289,782
Effects of:
Depreciation on non-qualifying assets 7,638 223,735
Expenses not deductible for tax purposes (19,573) 12,709
Adjustments in respect of previous tax years (64,480) (11,629)
Tax losses utilised/(carried forward) (159,531) (388,489)
Losses previously not recognised - (218,798)
Effect of change in corporation tax rate - (25,598)
Movements in respect of deferred tax 378,626 -
Total tax charge/(credit) for the period 314,146 (118,288)
The Group had a brought forward tax losses of £1,793,961 at 2 January 2022,
of which £839,637 was utilised in the period ended 1 January 2023.
In March 2021 a change to the future corporation tax rate was substantively
enacted to increase from 19% to 25% from 1 April 2023. Accordingly, the rate
used to calculate the deferred tax balances at 1 January 2023 is 25% (2
January 2022: 25%) as the timing of the release of this asset is materially
expected to be after this date.
8. Earnings per share
The basic and diluted loss per share figures are set out below:
1 January 2 January
2023 2022
£ £
Profit attributable to shareholders 588,304 1,643,455
Weighted average number of shares
For basic earnings per share 122,666,667 122,666,667
Adjustment for options outstanding - -
For diluted earnings per share 122,666,667 122,666,667
Pence per share Pence per share
Loss per share:
Basic (pence) From profit for the year 0.48 1.34
Diluted (pence) From profit for the year 0.48 1.34
Further details of the share options that could potentially dilute basic
earnings per share in the future are provided in note 21.
Diluted earnings per share is calculated by dividing the profit or loss
attributable to ordinary shareholders by the weighted average number of shares
and 'in the money' share options in issue. Share options are classified as 'in
the money' if their exercise price is lower than the average share price for
the period. As required by IAS 33 'Earnings Per Share', this calculation
assumes that the proceeds receivable from the exercise of 'in the money'
options would be used to purchase share options in the open market in order to
reduce the number of new shares that would need
to be issued. As the shares were not 'in the money' as at 1 January 2023 and
consequently would be antidilutive, no adjustment was made in respect of the
share options outstanding to determine the diluted number of options.
9. Intangible assets
Group Goodwill Total
£ £
Cost
At 1 January 2021 89,961 89,961
Additions - -
At 2 January 2022 89,961 89,961
Accumulated amortisation and impairment
At 1 January 2021 (34,694) (34,694)
Impairments - -
At 2 January 2022 (34,694) (34,694)
Net Book Value as at 31 December 2020 55,267 55,267
Net Book Value as at 2 January 2022 55,267 55,267
Goodwill Total
£ £
Cost
At 1 January 2021 89,961 89,961
Additions - -
At 2 January 2022 89,961 89,961
Accumulated amortisation and impairment
At 1 January 2021 (34,694) (34,694)
Impairments (26,133) (26,133)
At 2 January 2022 (60,827) (60,827)
Net Book Value as at 2 January 2022 55,267 55,267
Net Book Value as at 1 January 2023 29,134 29,134
Goodwill arising on business combinations is not amortised but is subject to
an impairment test annually which compares the goodwill's 'value in use' to
its carrying value. During the year, an impairment of £26,133 (2022: £nil)
was considered necessary in respect of goodwill.
10. Property, plant and equipment
Leasehold Fixture, fittings, & equipment
Group Right-of use assets land & buildings Plant & machinery Motor vehicles Total
£ £ £ £ £ £
Cost
At 1 January 2021 27,924,649 11,016,023 4,800,774 2,858,547 53,430 46,653,423
Additions 961,807 26,764 243,860 165,649 - 1,398,080
Disposals - (623,777) (342,067) (180,230) (15,120) (1,161,194)
Modifications (241,519) - - - - (241,519)
At 2 January 2022 28,644,937 10,419,010 4,702,567 2,843,966 38,310 46,648,790
Accumulated depreciation and impairment
At 1 January 2021 (10,327,905) (5,878,170) (2,926,080) (1,441,993) (8,935) (20,583,083)
Depreciation during the period (2,286,551) (770,599) (342,355) (254,073) (5,618) (3,659,196)
Disposals during the period - 620,673 320,586 172,390 9,445 1,123,094
Impairment during the period (70,101) (179,932) (61,047) (25,276) - (336,356)
At 2 January 2022 (12,684,557) (6,208,028) (3,008,896) (1,548,952) (5,108) (23,455,541)
Cost
At 3 January 2022 28,644,937 10,419,010 4,702,567 2,843,966 38,310 46,648,790
Additions - 15,741 417,524 147,985 - 581,250
Disposals - (63,577) (26,785) (704) - (91,066)
Modifications (48,527) - - - - (48,527)
At 1 January 2023 28,596,410 10,371,174 5,093,306 2,991,247 38,310 47,090,447
Accumulated depreciation and impairment
At 3 January 2022 (12,684,557) (6,208,028) (3,008,896) (1,548,952) (5,108) (23,455,541)
Depreciation during the period (2,166,098) (619,284) (298,010) (163,320) (6,129) (3,252,841)
Disposals during the period - 64,380 21,420 (2,922) - 82,878
Impairment during the period (41,328) (1,602) (7,220) (1,983) - (52,133)
Transfers - (55,802) 55,802 - - -
At 1 January 2023 (14,891,983) (6,820,336) (3,236,904) (1,717,177) (11,237) (26,677,637)
Net Book Value as at 3 January 2022 15,960,380 4,210,982 1,693,671 1,295,014 33,202 23,193,249
Net Book Value as at 1 January 2023 13,704,427 3,550,838 1,856,402 1,274,070 27,073 20,412,810
The right of use assets relates to one class of underlying assets, being the
property leases entered into for various restaurants.
At each reporting date the Group considers any indication of impairment to the
carrying value of its property, plant and equipment. The assessment is based
on expected future cash flows and Value-in-Use calculations are performed
annually and at each reporting date and is carried out on each restaurant as
these are separate 'cash generating units' (CGU). Value-in-use was calculated
as the net present value of the projected risk-adjusted post-tax cash flows
plus a terminal value of the CGU. A pre-tax discount rate was applied to
calculate the net present value of pre-tax cash flows. The discount rate was
calculated using a market participant weighted average cost of capital. A
single rate has been used for all restaurants as management believe the risks
to be the same for all restaurants.
The recoverable amount of each CGU has been calculated with reference to its
value-in-use. The key assumptions of this calculation are shown below:
Sales growth 3%
Discount rate 5.5%
Number of years projected over life of lease
The projected sales growth was based on the Group's latest forecasts at the
time of review. The key assumptions in the cashflow pertain to revenue growth.
Management have determined that growth based on industry average growth rates
and actuals achieved historically are the best indication of growth going
forward. The Directors are confident that the Group is largely immune from the
effects of Brexit and forecasts have considered the impact of inflation and
rising energy costs. Management has also performed sensitivity analysis on
sales inputs to the model and noted no material sensitivities in the model.
Based on the review, an impairment charge of £52,133 (2022: £336,357) was
recorded for the year.
11. Subsidiaries
The subsidiaries of Comptoir Group PLC, all of which have been included in
these consolidated financial statements, are as follows:
Name Country of incorporation and principal place of business Proportion of ownership interest as at year end
2023** 2022
Timerest Limited England & Wales 100% 100%
Chabane Limited* England & Wales 100% 100%
Comptoir Franchise Limited England & Wales 100% 100%
Shawa Group Limited* England & Wales 100% 100%
Shawa Bluewater Limited* England & Wales 100% 100%
Shawa Limited England & Wales 100% 100%
Shawa Westfield Limited England & Wales 100% 100%
Shawa Rupert Street Limited* England & Wales 100% 100%
Comptoir Stratford Limited* England & Wales 100% 100%
Comptoir South Ken Limited* England & Wales 100% 100%
Comptoir Soho Limited* England & Wales 100% 100%
Comptoir Central Production Limited* England & Wales 100% 100%
Comptoir Westfield London Limited* England & Wales 100% 100%
Levant Restaurants Group Limited* England & Wales 100% 100%
Comptoir Chelsea Limited* England & Wales 100% 100%
Comptoir Bluewater Limited* England & Wales 100% 100%
Comptoir Wigmore Limited* England & Wales 100% 100%
Comptoir Kingston Limited* England & Wales 100% 100%
Comptoir Broadgate Limited* England & Wales 100% 100%
Comptoir Manchester Limited* England & Wales 100% 100%
Comptoir Restaurants Limited England & Wales 100% 100%
Comptoir Leeds Limited* England & Wales 100% 100%
Comptoir Oxford Street Limited* England & Wales 100% 100%
Comptoir I.P. Limited* England & Wales 100% 100%
Comptoir Reading Limited* England & Wales 100% 100%
Comptoir Bath Limited* England & Wales 100% 100%
Comptoir Exeter Limited* England & Wales 100% 100%
Yalla Yalla Restaurants Limited England & Wales 100% 100%
Comptoir Haymarket Ltd* England & Wales 100% 100%
Comptoir Oxford Limited* England & Wales 100% 100%
*Dormant companies
**52 weeks ending 1 January 2023
The registered office address for all subsidiaries is Unit 2, Plantain Place,
Crosby Row, London, England, SE1 1YN.
12. Inventories
Group 1 January 2023 Group 2 January 2022
£ £
Finished goods and goods for resale 474,655 465,890
13. Trade and other receivables
Group 1 January 2023 Group 2 January 2022
£ £
Trade receivables 256,841 51,389
Other receivables 318,018 323,687
Prepayments and accrued income 645,194 323,918
Total trade and other receivables £1,220,053 698,994
14. Trade and other payables
Group 1 January 2023 Group 2 January 2022
£ £
Trade payables 2,307,855 2,027,821
Accruals 2,701,001 3,054,952
Other taxation and social security 1,309,913 996,938
Other payables 80,906 51,828
Total trade and other payables 6,399,675 6,131,539
15. Borrowings
Group 1 January 2023 Group 2 January 2022
£ £
Amounts falling due within one year:
Bank loans 600,000 600,000
Total borrowings 600,000 600,000
Amounts falling due after more than one year:
Bank loans 1,600,000 2,200,000
Total borrowings 1,600,000 2,200,000
The bank loan relates to a £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 £2,200,000 represent amounts repayable
within one year of £600,000 (2022: £600,000) and £1,600,000 (2022:
£2,200,000) repayable in more than one year. The bank loan has a six-year
term with maturity date in 2026. The loan has an initial interest free period
of 12 months followed by a rate of interest of 2.5% over the Bank base rate.
16. Provisions for liabilities
1 January 2023 2 January 2022
£ £
Provisions for leasehold property dilapidations 167,953 133,369
Provisions for rent reviews per lease agreements - 373,033
Provisions for payroll pension costs 194,135 353,012
Total provisions 362,088 859,414
Movements on provisions: £ £
At beginning of period 859,414 832,455
Provision in the year (net of releases) (497,326) 26,959
At end of period 362,088 859,414
Provisions for leasehold property dilapidation repairs are recognised when the
Group has a present obligation to carry out dilapidation repair work on the
leasehold premises before the property is vacated. The amount recognised as a
provision is the best estimate of the costs required to carry out the
dilapidations work and
is spread over the expected period of the tenancy.
Provisions for rent reviews relates to any increases in rent that may become
payable based on scheduled rent review dates as per lease agreements. This was
all settled during the period.
The payroll provision relates to a one-off provision as a result of a review
of the current pension scheme in place as part of the transition to Payroll
Bureau services.
17. Deferred taxation
Deferred tax assets and liabilities are offset where the Group or Company has
a legally enforceable right to do so. The following is the analysis of the
deferred tax balances (after offset) for financial reporting purposes:
Group Liabilities Liabilities Assets 2023 Assets 2022
2023 2022
£ £ £ £
Accelerated capital allowances (351,425) (344,190) - -
Tax losses - - 79,458 450,849
(351,425) (344,190) 79,458 450,849
Movements in the year: Group 2023 Group 2022
£ £
Net liability at 1 January (106,659) -
(Credit)/charge to Statement of Comprehensive Income (note 7) 378,626 (106,659)
Net liability/(asset) at year end 271,967 (106,659)
The deferred tax liability set out above is related to accelerated capital
allowances and will reverse over the period that the fixed assets to which it
relates are depreciated. The deferred tax asset on tax losses has been
recognised as management expect that there will be sufficient profits
available in future to utilise against this amount.
18. Share capital
Number of 1p shares
Authorised, issued and fully paid 1 January 2023 2 January 2022
£ £
Brought forward 122,666,667 122,666,667
Issued in the period - -
At the end of the year 122,666,667 122,666,667
Nominal value
Authorised, issued and fully paid
1 January 2023 2 January 2022
£ £
Brought forward 1,226,667 1,226,667
Issued in the period - -
At the end of the year 1,226,667 1,226,667
19. Other reserves
The other reserves amount of £145,099 (2022: £129,722) on the balance sheet
reflects the credit to equity made in respect of the charge for share-based
payments made through the income statement and the purchase of shares in the
market in order to satisfy the vesting of existing and future share awards
under the Long-Term Incentive Plan. For further details, refer to note 21.
20. Retirement benefit schemes
Defined contribution schemes 1 January 2023 2 January 2022
£ £
Charge to profit and loss 159,281 140,908
A defined contribution scheme is operated for all qualifying employees. The
assets of the scheme are held separately from those of the Group in an
independently administered fund.
21. Share-based payments
Equity-settled share-based payments
On 4 July 2018, the Group established a Company Share Option Plan ("CSOP")
under which 4,890,000 share options were granted to key employees. On the same
day, the options which had been granted under the Group's existing EMI share
option scheme were cancelled.
The CSOP scheme includes all subsidiary companies headed by Comptoir Group
PLC. The exercise price of all of the options is £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 £15,377 (2022: £32,436) was recognised
during the year in relation to the new scheme and this amount is included
within administrative expenses and added back in calculating adjusted EBITDA.
1 January 2023 2 January 2022
average exercise price average exercise price
No. of shares £ £ No. of shares £
CSOP options
6,045,000
Options outstanding, beginning of year 0.1025 3,310,000 0.1025
Granted - 0.0723 3,245,000 0.0723
Cancelled (1,775,000) - (510,000) -
Options outstanding, end of year 4,270,000 0.0874 6,045,000 0.0874
Options exercisable, end of year 2,300,000 0.1025 3,200,000 0.1025
The Black-Scholes option pricing model is used to estimate the fair value of
options granted under the Group's share-based compensation plan. The range of
assumptions used and the resulting weighted average fair value of options
granted at the date of grant for the Group were as follows:
July 2018 On grant date May 2021
On grant date
Risk free rate of return 0.1% 0.39%
Expected term 3 years 3 years
Estimated volatility 51.3% 64%
Expected dividend yield 0% 0%
Weighted average fair value of options 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.
22. Reconciliation of profit to cash generated from operations
1 January 2023 2 January 2022
£ £
Operating profit for the year 1,945,147 2,347,261
Depreciation 3,252,841 3,659,196
Loss on disposal of fixed assets 8,188 38,098
Impairment of assets 78,266 336,356
Rent concessions (171,856) (1,284,744)
Lease modifications - (444,359)
Share-based payment charge 15,377 32,436
Movements in working capital
(8,765) (41,219)
Increase in inventories
(Increase)/decrease in trade and other receivables (521,065) 401,934
Decrease in payables and provisions (229,184) (369,173)
Cash from operations 4,368,949 4,675,786
23. Reconciliation of changes in cash to the movement in net cash/(debt)
Net cash/(debt): 1 January 2023 2 January 2022
£ £
At the beginning of the period (13,314,538) (17,771,065)
Movements in the year:
Bank and other borrowings 600,000 200,000
Lease liabilities 3,031,097 2,014,626
Non-cash movements in the period (728,236) 207,778
Cash inflow 62,524 2,034,123
At the end of the period (10,349,153) (13,314,538)
Cash flow movements in the period Non- cash flow movements in
Represented by: At 1 January the period At 2 January
2021 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)
Cash flow movements in the period Non- cash flow movements in the period
At 3 January At 1 January
2022 2023
£ £ £ £
Cash and cash equivalents 9,867,799 62,524 - 9,930,323
Bank loans (2,800,000) 600,000 - (2,200,000)
Lease liabilities (20,382,337) 3,031,097 (728,236) (18,079,476)
(13,314,538) 3,693,621 (728,236) (10,349,153)
24. Financial instruments
The Group finances its operations through equity and borrowings, with the
borrowing interest subject to 2.5% per annum over base rate.
Management pay rigorous attention to treasury management requirements and
continue to:
· Ensure sufficient committed loan facilities are in place to
support anticipated business requirements;
· Ensure the Group's debt service will be supported by anticipated
cash flows and that covenants will be complied with; and
· Manage interest rate exposure with a combination of floating rate
debt and interest rate swaps when deemed appropriate
The Board closely monitors the Group's treasury strategy and the management of
treasury risk. Further details of the Group's capital risk management can be
found in the report of the Directors
Further details on the business risk factors that are considered to affect the
Group are included in the Strategic Report and more specific financial risk
management (including sensitivity to increases in interest rates) are included
in the Report of the Directors. Further details on market and economic risk
and headroom against covenants are included in the Strategic Report.
Financial assets and liabilities
Group financial assets: 1 January 2023 2 January 2022
£ £
Cash and cash equivalents 9,930,323 9,867,799
Trade and other receivables 574,859 375,076
Total financial assets 10,505,182 10,242,875
Group financial liabilities: 1 January 2023 2 January 2022
£ £
Trade and other payables excl. corporation tax 5,276,259 5,919,360
Bank loan 600,000 600,000
Short-term financial liabilities 5,876,259 6,519,360
Bank loan 1,600,000 2,200,000
Long-term financial liabilities 1,600,000 2,200,000
Total financial liabilities 7,476,259 8,719,360
The bank loan has an interest rate of 2.5% per annum over base rate
The maturity profile of anticipated gross future cash flows, including
interest, relating to the Group's non-derivative financial liabilities, on an
undiscounted basis, are set out below:
Trade and other payables* Bank loans
£ £
As at 2 January 2022
Within one year 6,990,953 600,000
Within two to five years - 2,200,000
Total 6,990,953 2,800,000
As at 1 January 2023
Within one year 6,761,763 600,000
Within two to five years - 1,600,000
Total 6,761,763 2,200,000
*Excluding corporation tax.
Fair value of financial assets and liabilities
All financial assets and liabilities are accounted for at cost and the
Directors consider the carrying value to approximate their fair value.
Financial risk management
The Group's and Company's financial instruments comprise investments, cash and
liquid resources, and various items, such as trade receivables and trade
payables that arise directly from its operations. The vast majority of the
Group's and Company's financial investments are denominated in sterling.
Neither the Group nor the Company enter into derivatives or hedging
transactions. It is, and has been throughout the period under review, the
Group's and Company's policy that no trading in financial instruments shall be
undertaken.
The main risks arising from the Group's and Company's financial instruments
are credit risk, liquidity risk, foreign currency risk, interest rate risk and
investment risk. The Group does not have a material exposure to foreign
currency risk.
The Board reviews policies for managing each of these risks, and they are
summarised as follows:
Credit Risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial losses to the Group.
Counterparties for cash balances are with large established financial
institutions. The Group is exposed to credit related losses in the event of
non-performance by the financial institutions but does not expect them to fail
to meet their obligations.
As a retail business with trading receipts settled either by cash or credit
and debit cards, there is very limited exposure from guest transactions. The
Group is exposed to credit risk in respect of commercial discounts receivable
from suppliers but the Directors believe adequate provision has been made in
respect of doubtful debts and there are no material amounts past due that have
not been provided against.
The carrying amount of financial assets recorded in the financial statements,
net of any allowances for losses, represents the Group's maximum exposure to
credit risk.
Liquidity risk
The Group has built an appropriate mechanism to manage liquidity risk of the
short, medium and long-term funding and liquidity management requirements.
Liquidity risk is managed through the maintenance of adequate cash reserves
and bank facilities by monitoring forecast and actual cash flows and matching
the maturity profiles of financial assets and liabilities. The Group's loan
facilities (as set out in note 16), ensure continuity of funding, provided the
Group continues to meet its covenant requirements (as detailed in the report
of the Directors).
Foreign currency risk
The Group is not materially exposed to changes in foreign currency rates and
does not use foreign exchange forward contracts.
Interest rate risk
Exposure to interest rate movements has been controlled historically through
the use of floating rate debt to achieve a balanced interest rate profile. The
Group does not currently have any interest rate swaps in place as the
continued reduction in the level of debt combined with current market
conditions results in a low level of exposure. The Group's exposure will
continue to be monitored and the use of interest rate swaps may be considered
in the future.
Investment risk
Investment risk includes investing in companies that may not perform as
expected. The Group's investment criteria focus on the quality of the business
and the management team of the target company, market potential and the
ability of the investment to attain the returns required within the time
horizon set for the investment. Due diligence is undertaken on each
investment. The Group regularly reviews the investments in order to monitor
the level of risk and mitigate exposure where appropriate.
26. Lease commitments
The Group has leases assets including 25 restaurants and one head office
location within the United Kingdom. The Group has elected to not take the
practical expedient for short term and low values leases, therefore all leases
have been included. The remaining lease terms range from less than one year to
19 years with an average remaining lease term of 7 years.
Information about leases for which the Group is a lessee is presented below:
Net book value of right of use assets 1 January 2023 2 January 2022
£ £
Balance at 1 January 15,960,380 17,596,744
Additions - 961,807
Depreciation change (2,166,098) (2,286,551)
Impairment charge (41,328) (70,101)
Modifications (48,527) (241,519)
13,704,427 15,960,380
Maturity analysis - contractual undiscounted cash flows 1 January 2023 2 January 2022
£ £
Within one year (2,982,848) (3,108,285)
More than one year (18,763,863) (21,746,711)
(21,746,711) (24,854,996)
Lease liabilities included in the statement of financial position 1 January 2023 2 January 2022
£ £
Current (2,351,410) (2,387,104)
Non-current (15,728,066) (17,995,233)
(18,079,476) (20,382,337)
Amounts charged/(credited) in profit or loss 1 January 2023 2 January 2022
£ £
Interest on lease liabilities 948,619 801,037
Expenses relating to variable lease payments 444,327 613,531
Rent concessions (171,856) (1,284,744)
Lease modifications - (444,359)
1,221,090 (314,535)
Some restaurant leases contained clauses on variable lease payments where
additional lease payments may be required dependant on the revenue being
generated at that particular restaurant. Variable lease payments ranged from
9% -15% of revenue in excess of the existing base rent per the respective
lease agreements.
Amounts recognised in statement of cash flow 1 January 2023 2 January 2022
£ £
Total cash outflow for leases 3,031,097 2,014,626
3,031,097 2,014,626
27. Related party transactions
Remuneration in respect of key management personnel, defined as the Directors
for this purpose, is disclosed
in note 5. Further information concerning the Directors' remuneration is
provided in the Directors' remuneration report. During the year, the Group
paid fees to the following related parties:
Remuneration Pension Total
£ £ £
M Kitous 35,200 854 36,054
L Kitous 18,418 365 18,783
53,618 1,219 54,837
During the period, the Group also paid fees of £68,655 (2022: £41,250) to
Messrs Gerald Edelman, a firm in which former Non-Executive Director R Kleiner
is a partner. The fees were paid in relation to accountancy and corporate
finance services provided to the Group.
Subsequent events
On 27 January 2023, the Group exited their lease for the Comptoir Libanais
Leeds restaurant.
Ultimate controlling party
The Company has a number of shareholders and is not under the control of any
one person or ultimate controlling party.
Parent Company accounts (under UK GAAP) Company balance sheet as at 2 January
2022
Notes 1 January 2023 2 January 2022
£ £
Fixed assets
29,134 42,110
Intangible assets ii
Tangible assets iii 10,282 11,749
Investments iv 146,479 131,102
185,895 184,961
Current assets
Debtors v 3,635,522 4,178,022
Cash and cash equivalents 54,236 517,285
3,689,758 4,695,307
Total assets 3,875,653 4,880,268
Liabilities
Current liabilities
Creditors vi (1,501,421) (1,197,993)
Borrowings vii (600,000) (600,000)
(2,101,421) (1,797,993)
Non-current liabilities
Borrowings vii (1,600,000) (2,200,000)
Provisions for liabilities viii (1,238) (1,070)
Total liabilities (3,702,659) (3,999,063)
Net assets 172,994 881,205
Equity
Share capital ix 1,226,667 1,226,667
Share premium ix 10,050,313 10,050,313
Other reserves ix 145,099 129,722
Retained earnings ix (11,249,085) (10,525,497)
Total equity 172,994 881,205
As permitted by section 408 of the Companies Act 2006, a separate profit and
loss account has not been presented for the holding company. During the year
the Company recorded a loss of £723,588 (2022: £30,108). Remuneration of the
auditor is borne by a subsidiary undertaking, Timerest Limited.
The financial statements of Comptoir Group PLC (company registration number
07741283) were approved by the Board of Directors and authorised for issue on
09 May 2023 and were signed on its behalf by:
Nick Ayerst - Chief Executive Officer
Company financial statements - under UK GAAP
Accounting policies and basis of preparation
Basis of accounting
The financial statements for the Company have been prepared under FRS 102 'The
Financial Reporting Standard applicable in the UK and Republic of Ireland'
(FRS 102") and the requirements of the Companies Act 2006. The Group financial
statements have been prepared under IFRS and are shown separately. The Company
financial statements have been prepared under the historical cost convention
in accordance with applicable UK accounting standards and on the going concern
basis.
This company is a qualifying entity for the purposes of FRS 102, being a
member of a Group where the parent of that Group prepares publicly available
consolidated financial statements, including this Company, which are intended
to give a true and fair view of the assets, liabilities, financial position
and profit or loss of the Group. The Company has therefore taken advantage of
exemptions from the following disclosure requirements:
Section 7 'Statement of Cash Flows' - Presentation of a statement of cash flow
and related notes and disclosures;
Section 33 'Related Party Disclosures' - Compensation for key management
personnel The financial statements of the Company are consolidated in the
financial statements of Comptoir Group PLC, which are available at the
Companies House.
Going concern
The Board of Directors have, at the time of approving the financial
statements, a reasonable expectation that the Company has adequate resources
to continue in operational existence for the foreseeable future. More details
on the going concern uncertainties are discussed in the going concern note in
the Principal Accounting Policies for the Consolidated Financial Statements.
Thus, the Board continues to adopt the going concern basis of accounting in
preparing the financial statements.
Dividends
Equity dividends are recognised when they become legally payable. Interim
dividends are recognised when paid. Final equity dividends are recognised when
approved by the shareholders at an annual general meeting.
Investments in subsidiaries
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Group (its subsidiaries).
The results of subsidiaries acquired or disposed of during the year are
included in total comprehensive income from the effective date of acquisition
and up to the effective date of disposal, as appropriate using accounting
policies consistent with those of the parent. All intra-group transactions,
balances, income and expenses are eliminated in full on consolidation.
Investments are valued at cost less any provision for impairment.
Intangible assets - goodwill
Goodwill is the difference between amounts paid on the acquisition of a
business and the fair value of the identifiable assets and liabilities. It is
amortised to the income statement over its economic life, which is estimated
to be ten years from the date of acquisition.
Tangible assets
Items of property, plant and equipment are stated at cost less accumulated
depreciation and impairment losses.
Depreciation
Depreciation is charged to the income statement on a reducing balance basis
and on a straight-line basis over the estimated useful lives of corresponding
items of property, plant and equipment:
Plant and machinery - 15% on reducing balance
Fixture, fittings and equipment - 10% on reducing balance.
Share-based payment transactions
The share options have been accounted for as an expense in the Company in
which the employees are employed, using a valuation based on the Black-Scholes
model.
An increase in the investment held by the Company in the subsidiary in which
the employees are employed, with a corresponding increase in equity, is
recognised in the accounts of the Company. Information in respect of the
Company's share-based payment schemes is provided in Note 21 to the
consolidated financial statements. The value is accounted for as a capital
contribution in relevant Group subsidiaries that employ the staff members to
whom awards of share options have been made.
Reserves
The Company's reserves are as follows:
· Called up share capital represents the nominal value of the
shares issued
· Share premium represents amounts paid in excess of the nominal
value of shares
· Other reserves represent share-based payment charges recognised
in equity, and;
· Retained earnings represents cumulative profits or losses, net of
dividends paid and other adjustments
Company financial statements - under UK GAAP
Notes to the financial statements
i) Employee costs and numbers
The Company has no employees. All Group employees and Directors' remuneration
are disclosed within the Group's consolidated financial statements.
ii) Intangible assets
Goodwill Total
£
Cost
At 1 January 2021 89,961
Additions during the year -
At 2 January 2022 89,961
Accumulated amortisation and impairment
At 1 January 2021 (38,855)
Amortisation during the year (8,996)
At 2 January 2022 (47,851)
Net Book Value as at 31 December 2020 51,106
Net Book Value as at 2 January 2022 42,110
Cost
At 3 January 2022 89,961
Additions during the year -
At 1 January 2023 89,961
Accumulated amortisation and impairment
(47,851)
At 3 January 2022
Amortisation during the year (8,996)
Impairment during the year (3,980)
At 1 January 2023 (60,827)
Net Book Value as at 2 January 2022 42,110
Net Book Value as at 1 January 2023 29,134
The intangible assets reported on the statement of financial position consists
of goodwill arising on the acquisition on 14 December 2016 of the trade and
assets of Agushia Limited. In accordance with FRS 102, goodwill arising on
business combinations is amortised over the expected life of the asset and is
subject to an impairment review annually if the life of the assets is
indefinite or expected to be greater than 10 years, or more frequently if
events or changes in circumstances indicate that it might be impaired.
Therefore, goodwill arising on acquisition is monitored to compare the value
in use to its carrying value. During the period an impairment charge of
£3,980 (2022: £nil) was recorded.
iii) Property, plant and equipment
Leasehold Plant & machinery Fixtures, fittings & equipment Total
land & buildings
£ £ £ £
Cost
At 1 January 2021 11,290 26,655 5,555 43,500
At 2 January 2022 11,290 26,655 5,555 43,500
Accumulated depreciation and impairment
At 1 January 2021 (11,290) (16,204) (2,602) (30,096)
Depreciation during the year - (1,381) (274) (1,655)
At 2 January 2022 (11,290) (17,585) (2,876) (31,751)
Net Book Value as at 31 December 2020 - 10,451 2,953 13,404
Net Book Value as at 2 January 2022 - 9,070 2,679 11,749
Cost
At 3 January 2022 11,290 26,655 5,555 43,500
Disposals during the year (11,290) - - (11,290)
At 1 January 2023 - 26,655 5,555 32,210
Accumulated depreciation and impairment
At 3 January 2022 (11,290) (17,585) (2,876) (31,751)
Depreciation during the year - (1,215) (252) (1,467)
Depreciation eliminated on disposal 11,290 - - 11,290
At 1 January 2023 - (18,800) (3,128) (21,928)
Net Book Value as at 2 January 2022 - 9,070 2,679 11,749
Net Book Value as at 1 January 2023 - 7,855 2,427 10,282
iv) Investments in subsidiary undertakings
Shares Capital contributions Total
£ £ £
Cost
At 2 January 2022 1,380 129,722 131,102
Share-based payment charge - 15,377 15,377
At 1 January 2023 1,380 145,099 146,479
Amounts written off
For the period ended 1 January 2023 - - -
Net book value at 2 January 2022 1,380 129,722 131,102
Net book value at 1 January 2023 1,380 145,099 146,479
v) Debtors
1 January 2023 2 January 2022
£ £
Other debtors 3,606 4,339
Amounts receivable from Group undertakings 3,631,916 4,171,566
Total 3,635,522 4,175,905
Amounts falling due after more than one year:
Deferred tax asset - 2,117
Total 3,635,522 4,178,022
During the period, an impairment provision of £590,282 (2022: £nil) was
recorded in relation to amounts receivable from group undertakings.
vi) Creditors
1 January 2023 2 January 2022
£ £
Amounts due to Group undertakings 1,477,451 527,105
Other creditors 1,470 670,888
Accruals 22,500 -
Total 1,501,421 1,197,993
vii) Borrowings
1 January 2023 2 January 2022
£ £
Amounts falling due within one year:
Bank loans 600,000 600,000
Total borrowings 600,000 600,000
Amounts falling due after more than one year:
1,600,000 2,200,000
Bank loans
Total borrowings 1,600,000 2,200,000
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 £2,200,000 represent amounts repayable
within one year of £600,000 (2022: £600,000) and £1,600,000 (2022:
£2,200,000) repayable in more than one year. The bank loan has a six-year
term with maturity date in 2026. The loan has an initial interest free period
of 12 months followed by a rate of interest of 2.5% over the Bank base rate.
viii) Provisions
Deferred tax recognised in balance sheet: Total
£
Deferred tax liabilities:
Brought forward (1,047)
Charge/(credit) to profit or loss 2,285
Total 1,238
ix) Share capital and reserves
Share capital Share premium Other reserves Retained earnings Total
£ £ £ £ £
At 1 January 2021 1,226,667 10,050,313 97,286 (10,495,389) 878,877
Share-based payment charge - - 32,436 - 32,436
Total comprehensive loss for the year - - - (30,108) (30,108)
At 2 January 2022 1,226,667 10,050,313 129,722 (10,525,497) 881,205
At 3 January 2022 1,226,667 10,050,313 129,722 (10,525,497) 881,205
Share-based payment charge - - 15,377 - 15,377
Total comprehensive loss for the year - - - (723,588) (723,588)
At 1 January 2023 1,226,667 10,050,313 145,099 (11,249,085) 172,994
x) Related party transactions
The Company has taken advantage of the exemption in FRS 102 and has not
disclosed transactions entered into between members of the Group.
xi) Subsequent events
Details of subsequent events are discussed in note 28 to the Group financial
statements.
xii) Ultimate controlling party
The Company has no ultimate controlling party.
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