Company Registration Number 07741283 (England and Wales)
COMPTOIR GROUP PLC
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2017
Comptoir Group PLC
Annual Report 2017
Company information
Directors
C Hanna
J Kaye
A Kitous
R Kleiner
Chief Executive
Non-Executive Director
Creative Director
Non-Executive Chairman
Secretary
AIS Secretarial Services Limited
Company number
07741283
Registered office
Business address
Nominated Advisor and Broker
Auditors
Solicitors
Registrars
Suite 4
Strata House
34a Waterloo Road
London
NW2 7UH
2nd Floor
Instone House
Instone Road
Dartford
Kent
DA1 2AG
Cenkos Securities plc
6.7.8 Tokenhouse Yard
London EC2R 7AS
UHY Hacker Young
Quadrant House
4 Thomas More Square
London
E1W 1YW
Howard Kennedy LLP
No.1 London Bridge
London
SE1 9BG
Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Comptoir Group PLC
Annual Report 2017
Contents
Chairman’s statement
Chief Executive’s review
Strategic report
Statement of corporate governance
Report of the directors
Statement of directors’ responsibilities
Independent auditors’ report
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of changes in equity
Consolidated statement of cash flows
Principal accounting policies for the consolidated financial
statements
Notes to the consolidated financial statements
Parent company accounts
Notice of annual general meeting
Page
1
3
5
8
10
12
13
19
20
21
22
23
33
54
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Comptoir Group PLC
Annual Report 2017
Financial highlights
For the year ended 31 December 2017
Group revenue increased 38% to £29.6m (2016 – £21.5m)
Gross profit increased 36% to £21.3m (2016 – £15.7m)
IFRS profit before tax of £0.46m (2016 – £1.0m loss)
Adjusted EBITDA* £1.1m (2016 – £2.7m)
Earnings per share from IFRS profit of 0.39p (2016 – 1.70p loss per share)
4 new restaurants opened in the year (2016 – 6 opened and 3 acquired)
26 restaurants trading as at 31 December 2017 (2016 – 22)
*Adjusted EBITDA is calculated excluding the impact of a £0.2m share-based payment credit (2016 - £0.5m
charge), £1.3m profit from sale of freehold property (2016 - £nil), depreciation, amortisation and impairment of
assets of £1.5m (2016 - £1.5m) and £0.5m restaurant pre and post opening costs (2016 - £1.4m).
Chairman’s statement
For the year ended 31 December 2017
I am pleased to present the Group’s results for the year ended 31 December 2017, together with an update on
the Group’s progress in respect of its growth strategy.
Results
Group revenue increased by £8.1m or 38% from £21.5m to £29.6m, although adjusted* EBITDA was 58% lower
at £1.1m (2016 – £2.7m).
The reduction in adjusted* EBITDA can be attributed to increases in administrative costs, incurred following the
opening of new restaurants during 2016 and 2017. While the Directors are pleased with the progress of the new
restaurants, these sites are still establishing themselves with time required to reach maturity. In view of the
number of new restaurants the group has opened in recent years that are still in their growth stages, as well as
the challenging economic conditions that subsisted during 2017 we are pleased with our results and positive on
our future performance.
The Consolidated Statement of Comprehensive Income for the year shows a pre-tax profit of £0.46m (2016 –
£1.0m loss), which includes a profit arising on disposal of the Group’s Central Production Unit freehold property
of £1.3m. After adding back this profit on disposal and other non-trading items, including a credit in respect of
the Group’s share-based payment scheme of £0.2m (2016 – £0.5m charge) and opening costs totalling £0.5m
(2016 – £1.4m), the adjusted* pre-tax loss for the group totalled £0.4m (2016 – £1.6m profit).
The Board does not recommend the payment of any dividend at this time, as it is anticipated that all available
funds will be required for investment in new restaurants or the existing estate for the foreseeable future.
Growth in operations
The Group has continued to deliver on its plan for expansion, opening 4 new restaurants and 1 franchise
restaurant in the year ended 31 December 2017 (2016 – 6 restaurants opened and 3 acquired), bringing the total
number of restaurants trading as at the year end to 26, excluding three franchise sites. There are plans to open
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Annual Report 2017
two more restaurants in 2018 and to continue to invest in the existing sites and development of the Group’s
brand.
It is appreciated that at the time of the IPO, the Group had intended to open more new restaurants. However,
the whole sector experienced more challenging trading conditions during 2017 and, as a result, the Board took
the prudent approach in scaling back the number of new openings.
During the year, the Group disposed of the Central Production Unit freehold property to free up cash for
investment in the opening of new sites and development of existing sites together with the Group’s brand. The
sale was undertaken by way of a sale and leaseback agreement entered into with the buyer, which allows the
Group the right to occupy the property as a tenant for fifteen years from the date of the agreement.
People
The friendliness, dedication and passion of our people is at the heart of our success as a business. Having
continued with our expansion plan during the year, we have continued to rely on the commitment and
dedication of our fantastic team, including both those in management and the operational staff in our
restaurants around the country. Again, I would like to extend my thanks to them for continually delivering our
delicious offering with great service and a smile.
Current trading
As referred to above, the Board is pleased that the financial outcome for 2017 was above our revised
expectations.
The Group ended the year with 26 restaurants (2016 – 22) and 3 franchise operations (2016 – 2), having opened
a further 3 Comptoir Libanais restaurants during the year and 1 Shawa restaurant. This was in line with our
(revised) new openings schedule for the year 2017. There are 2 new openings planned for 2018 and the Group
intends to focus heavily on ensuring that all sites are operating effectively, with a particular focus on the newer
restaurants.
As has been widely reported amongst other companies in the sector, most notably those who have had to scale
back operations, some through entering CVA’s with their creditors and landlords, we continue to see the
cautiousness of consumers, that we identified in the early part of 2017, and believe it will continue throughout
the year. The plan to open two restaurants in 2018 will allow the Group to focus on consolidating its position in
the market and further promoting its brands. The Directors remain confident in the restaurant brands of the
Group and its relevance within the eating out market as consumers seek a differentiated food and service
experience.
Richard Kleiner
Chairman
20 April 2018
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Comptoir Group PLC
Annual Report 2017
Chief Executive’s review
For the year ended 31 December 2017
I am pleased to be reporting on another year of extensive development for the Group. We have continued our
expansion plan and opened four new restaurants as well as adding an additional franchise site to the Group’s
portfolio.
During the year revenue has grown by 38% to £29.6m (2016 – £21.5m), whilst adjusted* EBITDA (excluding one-
off costs incurred in opening new restaurants and other highlighted items) fell 58% to £1.1m (2016 – £2.7m) as a
result of newly opened restaurants still growing to maturity, thus not yet generating profit to their full potential.
Review of operations
The profit before tax shown on the Consolidated Statement of Comprehensive Income was £0.5m (2016 – £1.0m
loss), with an adjusted* EBITDA of £1.1m (2016: £2.7m), which exceeded our revised expectations. We
continued to feel the cost pressures in the supply chain throughout the year, including the ongoing effect of the
National Living Wage and Apprenticeship Levy. Despite this, costs were controlled carefully by management,
such that once the new restaurants reach maturity of trading, the Group’s adjusted* results should enhance the
profitability.
We witnessed much stronger performance in second half of 2017 as newly opened restaurants continued to
improve and move up their maturity curve. Our existing estate of restaurants opened prior to 2017 also traded
ahead of 2016.
We continued to open new sites in the year as well as bed-in recently opened restaurants, which have involved
further recruitment and training of new members of staff. In turn, this has created opportunities to existing staff
to progress into more senior positions, including at the Assistant Manager and General Manager levels.
Estate development
During the year, we opened a total of 5 new restaurants, 1 new London Comptoir Libanais restaurant opposite
Gloucester Road underground station in Kensington and two further restaurants in Oxford and Reading, as well
as a new Shawa branch, also in Oxford, and a franchise in Utrecht. This has again extended our operations in
London and introduced the brands to Oxfordshire, a location in which we believe the brand and concept of the
Group will prosper.
Sales at the newly opened sites are developing steadily and have grown towards maturity as expected. As at 31
December 2017 we had 26 restaurants trading and 3 franchise operations.
We are currently looking to refurbish some of our existing matured restaurants which have been trading for over
four years to give a fresh look and innovation with new designs.
We continue to develop our property pipeline with caution. A further two openings are planned for 2018, with
one in Birmingham opened at the end of March 2018 and another London site at London Bridge which is
planned to be opened in second half of 2018, which we expect to be great attributes to the Group’s portfolio.
Aside from the two new planned openings in 2018, the Group is adopting a more cautious approach to openings
and expansion, which will allow the Group time to consolidate its current position and for the existing
operations to fully bed-in and mature.
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Cashflows and financing
Cash generated from operations was £1.5m (2016 – £0.05m), demonstrating the effectiveness of tightened
working capital management initiatives.
Capital expenditure for the year, which was principally incurred on the fitting-out of new restaurants, totalled
£2.8m (2016 – £6.0m) the cash effect of which was largely offset by the Group’s disposal of its Central
Production Unit (CPU) for £2.7m towards the end of the year, under a sale and lease back agreement.
Loan and finance lease repayments continued as planned throughout the year, resulting in total cash outflows of
£0.6m (2016 – £0.5m). Having raised £4.0m (before costs) through an equity placing in the final quarter of 2017,
the Group realised an overall cash inflow of £4.6m (2016 – £0.2m) and at the end of the year the Group had cash
and cash equivalents of £5.4m (2016 – £0.8m).
The Group is in a strong position to fund the two further anticipated openings for 2018 and continue to further
develop the Group’s brand and identity.
Outlook
As set out in the Chairman’s statement, trading in the first two months of the year was in line with Board
expectations, and we anticipate strong sales in the second quarter.
Sales at the new restaurants are gradually building towards the levels anticipated at maturity and the Company
is putting in place several marketing initiatives, including a new menu, ahead of the critical summer trading
period to promote sales at both existing and new restaurants. The Company is also heavily focused on cost
control, quality and innovation of our offerings and enhance career progression of our team.
The Group has secured two further international Comptoir locations, being one in Dubai Airport planned to open
in the first half 2019 and a second Comptoir in Abu Dhabi Airport planned to be opened in the second half of
2019. Both are with our current franchise partner HMS Host.
The Directors believe the Group’s current Comptoir Libanais restaurant estate has significant potential for
organic growth which will continue to provide attractive returns for shareholders.
Chaker Hanna
Chief Executive Officer
20 April 2018
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Comptoir Group PLC
Annual Report 2017
Strategic Report
For the year ended 31 December 2017
The Directors present their strategic report for the year ended 31 December 2017.
Business model
The Group’s principal brand is Comptoir Libanais, which is Lebanese and Eastern Mediterranean focused
restaurants. The restaurants seeks to offer an all-day dining experience based around healthy and fresh food in a
friendly, colourful and vibrant environment. Lebanese and Eastern Mediterranean food is, in our opinion, a
popular current food trend due to its flavoursome, healthy, low fat and vegetarian-friendly ingredients as well as
the ability to easily share the food with friends.
We seek to design each Comptoir Libanais restaurant with a bold and fresh design that is welcoming to all age
groups and types of consumer. Each Comptoir Libanais restaurant has posters and menus showing an artist’s
impression of Sirine Jamal al Dine, an iconic Arabian actress, providing a Middle Eastern café-culture feel. The
design of each restaurant is complemented by Comptoir Libanais’ retail offering that seeks to sell in-store a
range of Arabic products, including embroidered bags, harissa tins, pastries and sweets.
Shawa is a Lebanese grill-serving lean, grilled meats, rotisserie chicken, homemade falafel, halloumi and fresh
salad, wrapped up into traditional shawarmas through a service counter offering, located in high footfall
locations, such as shopping centres.
The estimated average spend per head at Comptoir Libanais is c. £14 and the average spend at Shawa is lower
than this, 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 only limited direct competition, in marked
contrast to other areas of the market.
Strategy for growth
Our strategy is to grow our owned-site operations under both the Comptoir Libanais and Shawa brands. While
Comptoir Libanais is likely to remain the principal focus of our operations, Shawa provides the opportunity to
offer our Lebanese food from a smaller footprint and therefore create greater flexibility to our roll-out plans.
We also believe that there is considerable potential to grow the Group’s franchised operations and we see this
as a complimentary and relatively low-risk route to extend the presence of our brands, both within the UK and in
overseas territories.
Review of the business and key performance indicators (KPIs)
Group revenue increased by 38% to £29.6m (2016 – £21.5m) and the Consolidated Statement of Comprehensive
Income shows a pre-tax profit of £0.5m (2016 – £1.0m loss). However, as stated above, at this stage in the
development of the business the Board believes that it is more helpful to focus on adjusted EBITDA, which
excludes non-recurring items and costs incurred in connection with the opening of new restaurants and on this
measure, the underlying earnings of the group were £1.1m (2016 – £2.7m).
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, gross and operating profit margins percentages and these are appraised against budgeted,
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forecast and last year’s achieved levels. Although adjusted EBITDA during the year was 58% lower than that of
2016, this can be explained by the numerous openings in the last two reporting periods, as newly opened
restaurants are still in their growth phase towards maturity and the well publicised issues within the eating out
sector.
In terms of non-financial KPI’s, the standard of service provided to customers is monitored via the scores from a
programme of regular monthly “mystery diner” audits carried out at each store and we use feedback from
health and safety audits conducted by an external consultant to ensure that critical operating procedures are
being adhered to.
Further explanation of the performance of the business over the year is provided in the Chairman’s Statement
and the Chief Executive’s Review.
Principal risks and uncertainties
The Board of Directors (“the Board”) has overall responsibility for identifying the most significant risks faced by
the business and for developing appropriate policies to ensure that those risks are adequately managed.
The following have been identified as the most significant risks faced by the Group, however, it should be noted
that this is not an exhaustive list and the Company has policies and procedures to address other risks facing the
business.
Consumer demand
Frequent or regular participation in the eating-out market is afforded by the consumer is afforded 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. Any weakness in
consumer confidence could have an adverse effect on footfall and customer spend in our restaurants.
As indicated above, the core brands which the Group is rolling out are positioned in the affordable segment of
the casual dining market. A strong focus on superior and attentive service together with value added marketing
initiatives can help to drive sales when customer footfall is more subdued. This, together with the strategic
location of each of our restaurants helps to mitigate the risk of consumer demand to the business.
Input cost inflation
The Group’s key input variables are the cost of food and drink and associated ingredients and the progressive
increases in the UK National Living Wage and Minimum Wage rates present a challenge we must face up to
alongside our peers and competitors.
We aim to maintain an appropriate level of flexibility in our supplier base so we can work to mitigate the impact
of input cost inflation. Our teams work hard on predictive and responsive labour scheduling so that our costs are
well controlled.
Economic conditions
The results of the Brexit referendum and other macro-economic issues have created a high level of uncertainty
across a range of issues that impact consumer spending. 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
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Annual Report 2017
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 which are outside of the control of the Group, such as auto enrolment pension costs,
minimum wage / Living wage increases and the apprenticeship levy, are suffered by the Group and its
competitors. Labour costs are regularly monitored and on-going initiatives are used to reduce the impact of such
pressures.
Strategic and execution
The Group’s central strategy is to open additional new outlets under its core Comptoir Libanais and Shawa
brands. Despite making every effort, there is no guarantee that the Group will be able to secure a sufficient
number of appropriate sites to meet its growth and financial targets and it is possible that new openings may
take time to reach the anticipated levels of mature profitability or to match historical financial returns.
The Group utilises the services of an external property consultants and having raised its profile as a consequence
of its successful AIM flotation, is developing stronger contacts with potential landlords as well as their agents
and advisers. However, there will always be competition for the best sites and the Board will continue to be
highly selective in its evaluation of new sites to ensure that target levels of return on investment are achieved.
Future developments
The Group will continue with its plans to roll out its Comptoir Libanais and Shawa brands to further new sites
across the UK and to explore further opportunities to grow the Comptoir Libanais brand via franchising with
suitable partners.
On behalf of the Board
Chaker Hanna
Chief Executive Officer
20 April 2018
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Statement of corporate governance
Compliance with the 2014 UK Corporate Governance Code
The company is not required to comply with the 2014 UK Corporate Governance Code. Set out below are the
corporate procedures that have been adopted.
The Board
The Board of Comptoir Group plc is the body responsible for the group's objectives, its policies and the
stewardship of its resources. At the balance sheet date, the board comprised four directors being C Hanna and A
Kitous as executive directors and J Kaye and R Kleiner as non-executive directors.
Each of the non-executive Directors are considered by the Board to be independent. Each Director demonstrates
a range of experience and sufficient calibre to bring independent judgment on issues of strategy, risk
management, performance, resources and standards of conduct which are vital for the success of the Group.
The Board has eleven board meetings during the year. The two independent directors sit on both the audit and
the remuneration committees, namely Richard Kleiner and Jonathan Kaye. R Kleiner is the chairman of both the
audit committee and the remuneration committee. The terms of reference of both these committees have been
approved by the Board.
Remuneration Committee
The remuneration committee's responsibilities include the determination of the remuneration and options of
directors and senior executives of the group and the administration of the company's option schemes and
arrangements. The committee takes appropriate advice, where necessary, to fulfil this remit.
Audit Committee
The audit committee, which is chaired by R Kleiner, meets twice a year including a meeting with the auditors
shortly before the signing of the accounts. The terms of reference of the audit committee include: any matters
relating to the appointment, resignation or dismissal of the external auditors and their fees; discussion with the
auditors on the nature, scope and findings of the audit; consideration of issues of accounting policy and
presentation; monitoring. The work of the review function carried out to ensure the adequacy of accounting
controls and procedures.
Nomination Committee
The company does not have a nomination committee. Any board appointments are dealt with by the Board
itself.
Internal Control
The Board is responsible for the group's system of internal control and for reviewing the effectiveness of the
system of internal control. Internal control systems are designed to meet the particular needs of a business and
manage the risks but not to eliminate the risk of failure to achieve the business objectives. By its nature, any
system of internal control can only provide reasonable, and not absolute, assurance against material
misstatement or loss.
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Internal Audit
Given the size of the group, the Board does not believe it is appropriate to have a separate internal audit
function. The group's systems are designed to provide the directors with reasonable assurance that problems
are identified on a timely basis and are dealt with appropriately.
Relations with shareholders
There is a regular dialogue with institutional investors including presentations after the company's year-end and
half year results announcements. Feedback from major institutional shareholders is provided to the Board on a
regular basis and, where appropriate, the Board will take steps to address their concerns and recommendations.
Aside from announcements that the company makes periodically to the market, the Board uses the annual
general meeting to communicate with shareholders and welcomes their participation.
Going concern
On the basis of the current financial projections, the directors have a reasonable expectation that the company
and the group have adequate financial resources to continue in operational existence for the foreseeable future.
The directors accordingly have adopted the going concern basis in the preparation of the group's accounts. See
Page 21 for further details on going concern.
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Report of the directors
The Directors present their report together with the audited financial statements for the year ended 31
December 2017.
Results and dividends
The consolidated statement of comprehensive income is set out on page 19 and shows the loss for the year.
The Directors do not recommend the payment of a dividend for the year (2016: £78,375).
Principal activities
The Company’s and Group's principal activity continues to be that of the operating of restaurants with
Lebanese/Middle Eastern offering in the UK casual dining sector.
Directors
The Directors of the Group, during the year, and their shareholding, at the year-end date, were as follows:
Executive
A Kitous
C Hanna
Non-Executive
R Kleiner
J Kaye
Substantial shareholders
Number of ordinary
shares
Percentage of
shareholding (%)
58,412,503
17,835,833
360,000
3,999,999
47.6%
14.5%
0.3%
3.3%
Besides the directors, the only other substantial shareholder at the year-end date is Schroders plc, whom have a
9.5% shareholding (11,666,667 ordinary shares).
Directors’ remuneration
The remuneration of the directors for the year ended 31 December 2017 was as follows:
A Kitous
C Hanna
R Kleiner
J Kaye
Year ended 31 December 2017
Remuneration
£
187,308
187,308
30,000
24,936
429,552
Pension
£
448
448
-
64
960
Total
£
187,756
187,756
30,000
25,000
430,512
Year ended 31
December 2016
Total
£
119,577
119,582
28,917
13,300
281,376
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Annual Report 2017
Creditor payment policy
The Group has a standard code and also agrees specific individual terms with certain suppliers. Payment is
normally made in accordance with those terms, subject to the suppliers' own performance.
Employees
Applications from disabled persons are given full consideration providing the disability does not seriously affect
the performance of their duties. Such persons, once employed, are given appropriate training and equal
opportunities.
The Group takes a positive view toward employee communication and has established systems for ensuring
employees are informed of developments and that they are consulted regularly.
Donations
The Group made charitable donations of £nil (2016: £1,337) in the year.
Financial Instruments
Details of the use of financial instruments and the principal risks faced by the Group are contained in note 25 to
the financial statements.
Future developments
Details of future developments are contained in the Strategic Report (page 5).
Auditors
All of the current Directors have taken all reasonable steps necessary to make themselves aware of any
information needed by the Group's auditors for the purposes of their audit and to establish that the auditors are
aware of that information. The Directors are not aware of any relevant audit information of which the auditors
are unaware.
UHY Hacker Young have expressed their willingness to continue in office and a resolution to re-appoint them will
be proposed at the annual general meeting.
On behalf of the board
Chaker Hanna
Chief Executive Officer
20 April 2018
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Statement of directors’ responsibilities
The directors are responsible for preparing the Annual Reports and the group and parent company financial
statements in accordance with applicable United Kingdom law and regulations. Company law requires the
directors to prepare group and parent company financial statements for each financial year. Under that law, and
as required by the AIM rules, the directors have elected to prepare group financial statements under
International Financial Reporting Standards (IFRSs), as adopted by the European Union, and the parent company
financial statements under United Kingdom Accounting Standards.
Under Company Law the directors must not approve the group and parent company financial statements unless
they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and
of the profit or loss of the group for that period. In preparing the group and parent company financial
statements the directors are required to:
present fairly the financial position, financial performance and cash flows of the group and parent
company;
select suitable accounting policies in accordance with IAS 8: ‘Accounting Policies, Changes in
Accounting Estimates and Errors’ and then apply them consistently;
present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
make judgments and estimates that are reasonable;
provide additional disclosures when compliance with the specific requirements in IFRSs as adopted by
the European Union is insufficient to enable users to understand the impact of particular transactions,
other events and conditions on the group's and the company's financial position and financial
performance; and
state whether the group and parent company financial statements have been prepared in accordance
with IFRSs as adopted by the European Union or United Kingdom Accounting Standards, subject to any
material departures disclosed and explained in the financial statements.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the group's and parent company's transactions and disclose with reasonable accuracy at any time the financial
position of the group and parent company and enable them to ensure that the group and parent company
financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets
of the group and parent company and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
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Independent auditors’ report
To the members of Comptoir Group Plc
Opinion
We have audited the financial statements of Comptoir Group Plc for the year ended 31 December 2017 which
comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company
Statements of Changes in Equity, the Consolidated and Parent Company Statement of Financial Position, the
Consolidated Statement of Cash Flows and the related notes, including a summary of significant accounting
policies. The financial reporting framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion, the financial statements:
give a true and fair view of the state of the Group and Parent Company’s affairs as at 31 December 2017
and of the Group and Parent company’s profit and cash flows for the year then ended;
have been properly prepared in accordance with IFRSs as adopted by the European Union; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report. We are independent of the Company in accordance with
the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with part 3 of Chapter 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to
report to you where:
the directors’ use of the going concern basis of accounting in the preparation of the financial statements
is not appropriate; or
the directors have not disclosed in the financial statements any identified material uncertainties that
may cast significant doubt about the Group and Company’s ability to continue to adopt the going
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concern basis of accounting for a period of at least twelve months from the date when the financial
statements are authorised for issue.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Our assessment of risks of material misstatements
We identified the following risks of material misstatement that we believe had the greatest impact on our
overall audit strategy and scope, the allocation of resources in the audit and directing the efforts of the
engagement team. This is not a complete list of all risks identified by our audit.
Key audit matter
How our audit addressed the key audit matter
in
the Group’s
Revenue Recognition
The Group recognises revenue for services and
goods provided
restaurants
(excluding value added tax and gratuities left by
customers for the benefit of employees) and is
recognised at the point of sales. It should be
ensured that any gratuities left by customers,
which are due to the staff, are not recognised as
revenue.
Service charges/tips are distributed between those
who are eligible via the Tronc system and through
wages. Those eligible for service charges include all
employees who have any contact with a customer
or any form of influence over revenue growth.
Therefore some head office staff also receive a
share of service charges.
There is a rebuttable risk of fraudulent revenue
recognition and our audit procedures consider that
this risk should be treated as a significant risk.
In this regard, we consider that there is a risk over
the existence and completeness assertions relating
to revenue recognition.
We have tested the existence of sales and the
correct treatment of the service charges and the
Tronc system.
We have audited revenue for completeness by
undertaking cut-off testing to ensure that sales are
accounted for in the correct period.
We have also completed sales walkthrough tests to
test the operations of controls over the sales
system and processes.
We have not found any issues or errors involving
sales and are therefore satisfied we have assurance
over sales recognition and treatment.
P a g e 14 | 66
Management override of controls
Intrinsically there is always a risk of material
misstatement due to fraud as a result of possible
management override of internal controls.
Breach of loan covenants
The group has significant borrowings, therefore
creating a significant risk for our audit purposes. If
the group were to breach any covenant the
borrowing may be recalled and therefore cause
funding issues, and potentially a going concern risk.
Comptoir Group PLC
Annual Report 2017
We reviewed the nominal ledger accounts, journals
and cash transactions to identify any unusual or
exceptional transactions. We
investigated and
tested a sample of items to ensure amounts paid
during the year related to business expenses and
that transactions were appropriate.
We reviewed and enquired into the accounting
systems, processes, controls and segregation of
duties that existed in the Company and the Group.
We also evaluated whether there was evidence of
bias by the directors that represented a risk of
material misstatement of fraud.
We have reviewed the terms of the borrowings and
the relevant covenants to ensure compliance to
any covenants in the year.
We have also completed an analysis on specific
ratios required per the covenants to review the
Group is in line with the specific terms.
We have performed a recalculation of the
payments due within the year for each entity with
a loan and agreed this to the bank statements and
loan confirmations from the banks.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and application of materiality. We apply the
concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements
on our audit and on the financial statements.
We define financial statement materiality as the magnitude by which misstatements, including omissions, could
reasonably be expected to influence the economic decisions taken on the basis of the financial statements by
reasonable users.
We also determine a level of performance materiality which we use to determine the extent of testing needed
to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole.
P a g e 15 | 66
Comptoir Group PLC
Annual Report 2017
Overall materiality
We determined materiality for the financial statements as a whole to be
£150,000.
How we determine it
Based on a benchmark of 0.5% of turnover of the Group.
Rationale for benchmarks applied
We believe turnover to be the most appropriate benchmark due to the
size, growth stage, reduction in profitability and the nature of the
Company and Group.
Performance materiality
On the basis of our risk assessment, together with our assessment of the
Company’s control environment, our judgement is that performance
materiality for the financial statements should be 75% of materiality,
and was set at £112,500.
We agreed with the Audit Committee that we would report to them all misstatements over £10,000 identified
during the audit, as well as differences below that threshold that, in our view, warrant reporting on qualitative
grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the
overall presentation of the financial statements.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements. In particular, we looked at where the directors made subjective judgements, for example in
respect of significant accounting estimates that involved making assumptions and considering future events that
are inherently uncertain.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on
the financial statements as a whole, taking into account an understanding of the structure of the Company and
the Group, their activities, the accounting processes and controls, and the industry in which they operate. Our
planned audit testing was directed accordingly and was focused on areas where we assessed there to be the
highest risk of material misstatement.
Our Group audit scope includes all of the group companies. At the parent company level, we also tested the
consolidation procedures. The audit team met and communicated regularly throughout the audit with the CFO
in order to ensure we had a good knowledge of the business of the Group. During the audit we reassessed and
re-evaluated audit risks and tailored our approach accordingly.
The audit testing included substantive testing on significant transactions, balances and disclosures, the extent of
which was based on various factors such as our overall assessment of the control environment, the effectiveness
of controls and the management of specific risk.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant findings, including any significant deficiencies in internal control that we
identify during the audit.
P a g e 16 | 66
Comptoir Group PLC
Annual Report 2017
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditors’ report thereon. Our opinion
on the financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material misstatement of the other information.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of
the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the Company, or returns adequate for our audit
have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
P a g e 17 | 66
Comptoir Group PLC
Annual Report 2017
concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at www.frc.org.uk/apb/scope/private.cfm.This description forms part of our
auditor’s report.
Colin Wright (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
Chartered Accountants and Statutory Auditor
UHY Hacker Young
Quadrant House
4 Thomas More Square
London E1W 1YW
20 April 2018
P a g e 18 | 66
Consolidated statement of comprehensive income
For the year ended 31 December 2017
Comptoir Group PLC
Annual Report 2017
Revenue
Cost of sales
Gross profit
Distribution expenses
Administrative expenses
Other income
Profit from sale of freehold property
Operating profit/(loss)
Finance costs
Profit/(loss) before tax
Taxation (charge)/credit
Profit/(loss)for the year
Other comprehensive income
Total comprehensive income/(loss) for the year
Basic earnings/(loss) per share (pence)
Diluted earnings/(loss) per share (pence)
Adjusted EBITDA:
Operating profit/(loss) – as above
Add back:
Depreciation and amortisation
Profit from sale of freehold property
Impairment of assets
Share-based payments – (credit)/expense
EBITDA
AIM admission costs
Restaurant opening costs
Adjusted EBITDA
Notes
2
2
2
3
6
7
8
8
2
11
22
3
Year ended 31
December 2017
£
Year ended 31
December 2016
£
29,581,696
21,513,813
(8,275,701)
(5,818,647)
21,305,995
15,695,166
(8,424,399)
(5,551,084)
(13,636,697)
(11,025,955)
6,293
1,266,086
2,114
-
517,278
(879,759)
(60,420)
(125,237)
456,858
(1,004,996)
(57,746)
86,883
399,112
(918,113)
-
-
399,112
(918,113)
0.39
0.39
(1.70)
(1.66)
517,278
(879,759)
1,521,586
(1,266,086)
1,825
(162,620)
611,983
-
509,704
1,121,687
979,583
-
471,796
479,210
1,050,830
232,586
1,401,546
2,684,962
All of the above results are derived from continuing operations. Profit/(loss) for the year and total
comprehensive income/(loss) for the year is entirely attributable to the equity shareholders of the Company.
P a g e 19 | 66
Consolidated balance sheet
At 31 December 2017
Notes
31 December 2017
£
31 December 2016
£
Comptoir Group PLC
Annual Report 2017
Assets
Non-current assets
Property, plant and equipment
Intangible assets
Deferred tax asset
Current asset
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Borrowings
Trade and other payables
Current tax liabilities
Non-current liabilities
Borrowings
Provisions for liabilities
Deferred tax liability
Total liabilities
Net assets
Equity
Share capital
Share premium
Other reserves
Retained earnings
11
10
18
13
14
16
15
16
17
18
19
20
11,104,026
1,009,892
148,822
12,262,740
606,652
2,380,619
5,627,341
8,614,612
11,114,999
1,121,021
304,995
12,541,015
479,830
2,197,315
813,207
3,490,352
20,877,352
16,031,367
(669,778)
(5,053,198)
(148,163)
(5,871,139)
(706,711)
(48,036)
(118,772)
(873,519)
(632,041)
(3,557,649)
(94,024)
(4,283,714)
(1,380,407)
(35,050)
(287,287)
(1,702,744)
(6,744,658)
(5,986,458)
14,132,694
10,044,909
1,226,667
10,050,313
316,590
2,539,124
960,000
6,465,687
479,210
2,140,012
Total equity – attributable to equity
shareholders of the company
The financial statements of Comptoir Group PLC (company registration number 07741283) were approved by
the Board of Directors and authorised for issue on 20 April 2018 and were signed on its behalf by:
14,132,694
10,044,909
Chaker Hanna
Chief Executive Officer
P a g e 20 | 66
Comptoir Group PLC
Annual Report 2017
Consolidated statement of changes in equity
For the year ended 31 December 2017
Share
capital
£
Share
premium
£
Other
reserves
£
Retained
earnings
£
Total
equity
£
Notes
Year ended 31 December 2016
At 1 January 2016
Loss for the year
Total comprehensive income
Transactions with owners
Equity dividends
Share-based payments
Issue of shares
Total transactions with owners
9
22
19
100
-
-
-
-
-
-
-
-
3,136,500
3,136,600
(918,113)
(918,113)
(918,113)
(918,113)
-
-
959,900
959,900
-
-
6,465,687
6,465,687
-
479,210
-
479,210
(78,375)
-
-
(78,375)
(78,375)
479,210
7,425,587
7,826,422
At 31 December 2016
960,000
6,465,687
479,210
2,140,012 10,044,909
Year ended 31 December 2017
At 1 January 2017
960,000
6,465,687
479,210
2,140,012 10,044,909
Profit for the year
Total comprehensive income
-
-
-
-
-
-
399,112
399,112
399,112
399,112
Transactions with owners
Share-based payments
Issue of shares
Share issue costs
Total transactions with owners
22
19
19
-
266,667
-
266,667
-
3,733,333
(148,707)
3,584,626
(162,620)
-
-
(162,620)
-
-
-
-
(162,620)
4,000,000
(148,707)
3,688,673
At 31 December 2017
1,226,667 10,050,313
316,590
2,539,124 14,132,694
P a g e 21 | 66
Consolidated statement of cash flows
For the year ended 31 December 2017
Comptoir Group PLC
Annual Report 2017
Notes
Year ended 31
December 2017
£
Year ended 31
December 2016
£
Operating activities
Cash inflow from operations
Interest paid
Tax paid
Net cash from operating activities
Investing activities
Purchase of property, plant & equipment
Payments for lease premiums
Purchase of business
Proceeds from sale of property
Net cash used in investing activities
Financing activities
Proceeds from issue of shares, net of issue costs
Dividends paid to equity shareholders
Capital element of finance leases paid
New bank loans received
Bank loan repayments
Net cash inflow from financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
23
11
10
10
2
19
1,626,031
(60,420)
(15,950)
1,549,661
370,022
(125,237)
(199,397)
45,388
(2,772,518)
(14,982)
-
2,652,278
(135,222)
(4,496,844)
(1,075,000)
(400,000)
-
(5,971,844)
3,851,293
-
(21,921)
-
(614,039)
3,215,333
4,629,772
813,207
7,425,587
(78,375)
(1,549,651)
825,000
(537,729)
6,084,832
158,376
654,831
Cash and cash equivalents at end of year
5,442,979
813,207
Cash and cash equivalents:
Cash at bank and in hand
Bank overdraft (note 16)
5,627,341
(184,362)
813,207
-
P a g e 22 | 66
Comptoir Group PLC
Annual Report 2017
Principal accounting policies for the consolidated
financial statements
For the year ended 31 December 2017
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 Company was formerly called Levant Restaurants Group Limited
and on 8 June 2016 it re-registered as a public limited company and changed its name to Comptoir Group Plc.
The address of the Company’s registered office is Suite 4, Strata House, 34A Waterloo Road, London, NW2 7UH.
The consolidated financial statements of the Company for the year ended 31 December 2017 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 International Financial Reporting
Standards (IFRSs) and its interpretations adopted by the International Accounting Standards Board (IASB), as
adopted by the European Union. The parent company financial statements have been prepared using United
Kingdom Accounting Standards including FRS 102 ‘The financial reporting standard applicable in the UK and
Republic of Ireland’ and are set out on pages 54 to 61.
Going concern basis
The consolidated financial statements have been prepared on the going concern basis as, after making
appropriate enquires, the Directors have a reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future, a period of not less than 12 months from the date
of approving these financial statements. The principal risks and uncertainties facing the Group and further
comments on going concern are set out in the report of the Directors.
Basis of preparation
These consolidated financial statements for the year ended 31 December 2017 are prepared in accordance with
IFRS.
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.
P a g e 23 | 66
Comptoir Group PLC
Annual Report 2017
Principal accounting policies for the consolidated
financial statements (continued)
Significant accounting judgements and estimates
The preparation of financial statements in conformity with 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 recognized in the profit or loss in those expense categories consistent with the function of the
impaired asset.
An impairment of assets of £1,825 was required in the year ended 31 December 2017.
P a g e 24 | 66
Comptoir Group PLC
Annual Report 2017
Principal accounting policies for the consolidated
financial statements (continued)
Lease classification
The Group has a substantial amount of leases and therefore their classification as either finance or operating
leases is critical to the financial statements. The accounting for leases involves the exercise of judgment,
particularly in determining whether the leases meet the definition of an operating or a finance lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and
rewards of the ownership to the lessee. All other leases are classified as operating lease.
Future accounting policies
At the date of authorisation of these financial statements, the following new and revised IFRS Standards and
Interpretations have been adopted in the current year, where applicable to the Group. Their adoption has not
had any significant impact on the amounts reported in the financial statements.
IAS 7
IAS 12
IFRS 2014-2016 Cycle
(Amended)
(Amended)
Disclosure Initiative
Recognition of Deferred Tax Assets for Unrealised Losses
Annual improvements
At the date of authorisation of these financial statements, the following IFRS Standards and Interpretations,
which have not been applied in these financial statements, were in issue but not yet effective:
IFRS 9
IFRS 16
IFRS 17
IFRS 2
IAS 40
IFRIC 22
IFRS 2015 – 2017 Cycle
(Amended)
(Amended)
(Revised)
(Amended)
(Amended)
(Revised)
Financial Instruments
Leases
Insurance Contracts
Classification and Measurement of Share-based Payment Transactions
Transfers of Investment Property
Foreign Currency Transactions and Advance Consideration
Annual improvements
Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of these
standards until a detailed review has been completed.
P a g e 25 | 66
Comptoir Group PLC
Annual Report 2017
Principal accounting policies for the consolidated
financial statements (continued)
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 31 December 2017.
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.
P a g e 26 | 66
Comptoir Group PLC
Annual Report 2017
Principal accounting policies for the consolidated
financial statements (continued)
(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 receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less provision for impairment. After initial recognition loans and receivables are
carried at amortised cost using the effective interest rate method less any allowance for impairment. Gains and
losses are recognised in the income statement when the loans and receivables are derecognised or impaired, as
well as through the amortisation process.
A provision for impairment of trade receivables is established when there is objective evidence that the Group
will not be able to collect all amounts due according to the original terms of the receivables. Significant financial
difficulty, high probability of bankruptcy or a financial reorganisation and default are considered indicators that
the trade receivable is impaired. The amount of the provision is the difference between the asset’s carrying
amount and the present value of the estimated future cash flows discounted at the original effective interest
rate. The loss is recognised in the income statement. When a trade receivable is uncollectable, it is written off
against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off
are credited to the statement of comprehensive income.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and all substantial risks and rewards are transferred.
Financial liabilities
The Group’s financial liabilities include trade and other payables.
Trade payables are recognised initially at fair value less transaction costs and subsequently measured at
amortised cost using the effective interest method (“EIR” method).
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation is included in finance costs in the statement of
comprehensive Income.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
P a g e 27 | 66
Comptoir Group PLC
Annual Report 2017
Principal accounting policies for the consolidated
financial statements (continued)
(d) Property, plant and equipment
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Leases in which the Group assumes substantially all the risks and rewards of ownership are classified as finance
leases. The owner-occupied properties (excluding land element) acquired by way of finance lease are stated at
an amount equal to the lower of their fair value and the present value of the minimum lease payments at
inception of the lease, less accumulated depreciation and impairment. Lease payments are accounted for as
described in accounting policy (n).
Depreciation
Depreciation is charged to the income statement on a reducing balance basis and on a straight-line basis over
the estimated useful lives of corresponding items of property, plant and equipment:
Land and buildings Leasehold
Land and buildings Freehold
Plant and machinery
Fixture, fittings and equipment
Over the length of the lease
4% straight line basis
15% on reducing balance
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 recognized 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) Intangible assets – lease premiums
Lease premiums paid to previous tenants are recognised within the Balance Sheet as an intangible asset and
amortised over the length of the lease. The amortisation is charged to the statement of comprehensive income
on a straight-line basis.
P a g e 28 | 66
Comptoir Group PLC
Annual Report 2017
Principal accounting policies for the consolidated
financial statements (continued)
(g) 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.
(h) 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.
(i) 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.
(j) Provisions for liabilities
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a
result of a past event, and it is probable that an outflow of economic benefits will be required to settle the
obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. Where the effect of the time value of money is material, the amount expected to be required to
settle the obligation is recognised at present value using a pre-tax discount rate. The unwinding of the discount
is recognised as a finance cost in the income statement in the period it arises.
Provisions for leasehold property dilapidation repairs are recognised when the Group has a present obligation to
carry out dilapidation work on the leasehold premises before the property is vacated. The amount recognised as
a provision is the best estimate of the costs required to carry out the dilapidations work and is spread over the
expected period of the tenancy.
P a g e 29 | 66
Comptoir Group PLC
Annual Report 2017
Principal accounting policies for the consolidated
financial statements (continued)
(k) 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.
(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 reserve can be reliably measured.
P a g e 30 | 66
Comptoir Group PLC
Annual Report 2017
Principal accounting policies for the consolidated
financial statements (continued)
(n) Expenses
Operating lease payments
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases are recognised in the comprehensive
income statement on a straight-line basis over the term of the lease. Incentives to enter into an operating lease
are also spread on a straight-line basis over the lease term as a reduction in rental expense.
Finance lease payments
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and
rewards of ownership of the leased asset to the Group. All other leases are classified as operating leases. Assets
held under finance leases are recognised initially at the fair value of the leased asset (or, if lower, the present
value of minimum lease payments) at the inception of the lease. The corresponding liability to the lessor is
included in the statement of financial position as a finance lease obligation.
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding
liability. The finance charge is allocated to each period during the lease term so as to produce a constant
periodic rate of interest on the remaining balance of the liability. Finance charges are deducted in measuring
profit or loss.
Assets held under finance leases are included in property, plant & equipment and depreciated and assessed for
impairment losses in the same way as owned assets.
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.
P a g e 31 | 66
Comptoir Group PLC
Annual Report 2017
Principal accounting policies for the consolidated
financial statements (continued)
(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) Sale and leaseback of property
In November 2017, the Group sold its freehold property and entered into an agreement to lease the building
back for 15 years on market rate terms. In accordance with IAS 17 ‘Leases’, the Group classified the lease as an
operating lease. As this transaction met the definition of a sale and operating leaseback per IAS 17, the Group
has accounted for the leaseback in the same way it accounts for its other operating leases.
As the selling price for the freehold property was at fair value, in accordance with IAS 17 the profit from the sale
was recognised immediately.
P a g e 32 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
For the year ended 31 December 2017
1. Segmental analysis
The Group has only one operating segment being: the operation of restaurants with Lebanese and Middle
Eastern Offerings and one geographical segment being the United Kingdom. The Group’s brands meet the
aggregation criteria set out in paragraph 22 of IFRS 8 ‘Operating Segments’ and as such the Group reports the
business as one reportable segment.
None of the Group’s customers individually contribute over 10% of the total revenues.
2. Revenue
Income for the year consists of the following:
Revenue from continuing operations
Year ended
31 December
2017
£
Year ended
31 December
2016
£
29,581,696
21,513,813
Other income not included within revenue in the income statement:
Profit from sale of freehold property
Other income
Total income for the year
1,266,086
6,293
30,854,075
-
2,114
21,515,927
During the year ending 31 December 2017, the Group sold a freehold property. The proceeds generated from
the sale were in excess of the carrying amount, giving rise to a profit shown above.
3. Group operating loss
This is stated after charging/(crediting):
AIM admission costs
Operating lease charges
Impairment of assets (see note 11 and below)
Share-based payments (credit)/expense (see note 22 and below)
Profit from sale of freehold property (see below)
Restaurant opening costs (see below)
Amortisation of intangible assets (see note 10)
Depreciation of property, plant and equipment (see note 11)
Impairment of assets (see note 11)
Share-based payments (credit)/expense (see note 22)
Exchange gain
Auditors’ remuneration (see note 4)
Year ended
31 December
2017
£
Year ended
31 December
2016
£
-
3,417,211
1,825
(162,620)
(1,266,086)
509,704
126,111
1,395,475
1,825
(162,620)
(412)
50,000
232,586
2,194,804
471,796
479,210
-
1,401,546
28,958
950,625
471,796
479,210
-
90,000
P a g e 33 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
For the initial trading period following opening of a new restaurant, the performance of that restaurant will be
lower than that achieved by other, similar mature restaurants. The difference in this performance, which is
calculated by reference to gross profit margins amongst other key metrics is quantified and included within
opening costs. The breakdown of opening costs, between pre-opening costs and certain post-opening costs for 3
months is shown below:
Pre-opening costs
Post-opening costs
4. Auditors’ remuneration
Year ended
31 December
2017
£
179,152
330,552
509,704
Year ended
31 December
2016
£
907,045
494,501
1,401,546
Year ended
31 December
2017
£
Year ended
31 December
2016
£
Auditors’ remuneration:
Fees payable to Company’s auditor for the audit of its annual accounts
15,000
15,000
Other fees to the Company’s auditors
The audit of the Company’s subsidiaries
Total audit fees
Reporting accountant services
Review of the half-year accounts
Total non-audit fees
Total auditors’ remuneration
20,000
35,000
20,000
35,000
-
15,000
15,000
50,000
55,000
-
55,000
90,000
P a g e 34 | 66
Notes to the consolidated financial statements
(continued)
5. Staff costs and numbers
Comptoir Group PLC
Annual Report 2017
(a) Staff costs (including directors):
Wages and salaries:
Kitchen, floor and management wages
Apprentice Levy
Other costs:
Social security costs
Share-based payments (note 22)
Pension costs
Total staff costs
Year ended
31 December
2017
£
Year ended
31 December
2016
£
10,636,242
27,662
7,071,444
-
803,950
(162,620)
99,266
11,404,500
549,430
479,210
39,907
8,139,991
(b) Staff numbers (including directors):
Number
Number
Kitchen and floor staff
Managements staff
Total number of staff
(c) Directors’ remuneration:
Emoluments
Money purchase (and other) pension contributions
Non-Executive directors’ fees
Total directors’ costs
576
87
663
566
86
652
374,615
897
55,000
430,512
251,295
1,164
28,917
281,376
Directors’ remuneration disclosed above include the following amounts paid to the highest paid director:
Emoluments
Money purchase (and other) pension contributions
187,308
448
119,013
569
Further details on Directors’ emoluments and the executive pension schemes are given in the Directors’ report.
6. Finance costs
Interest payable and similar charges:
Interest on finance leases and hire purchase contracts
Interest on bank loans and overdraft
Total finance costs for the year
Year ended
31 December
2017
£
Year ended
31 December
2016
£
251
60,169
60,420
50,831
74,406
125,237
P a g e 35 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
7. Taxation
The major components of income tax for the years ended 31 December 2017 and 2016 are:
(a) Analysis of charge in the year:
Current tax:
UK corporation tax on the profit/(loss) for the year
Adjustments in respect of previous years
Deferred tax:
Origination and reversal of temporary differences
Tax losses carried forward
Total tax charge/(credit) for the year
(b) Factors affecting the tax charge for the year:
Year ended
31 December
2017
£
Year ended
31 December
2016
£
70,087
-
13,995
6,086
(24,498)
12,157
(114,414)
7,450
57,746
(86,883)
The tax charged for the year varies from the standard rate of corporation tax in the UK due to the following
factors:
Profit/(loss) on ordinary activities before tax
Expected tax charge/(credit) based on the standard rate of corporation
tax in the UK of 19.25% (2016: 20%)
Effects of:
Depreciation on non-qualifying assets
(Income)/expenses not deductible for tax purposes
Effect of change in corporation tax
Adjustments in respect of previous tax years
Other miscellaneous items
Losses utilised in the year
Total tax charge/(credit) for the year
Year ended
31 December
2017
£
456,858
87,945
Year ended
31 December
2016
£
(1,004,996)
(201,000)
(59,958)
41,850
(4,114)
-
(552)
(7,425)
57,746
(14,314)
132,445
-
6,086
4,084
(14,184)
(86,883)
P a g e 36 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
8. Earnings/(loss) per share
The Company had 96,000,000 ordinary shares of £0.01 each and 5,000 B ordinary shares of £0.01 each in issue
as 31 December 2015. In June 2016, the 5,000 B ordinary shares were re-designated as ordinary shares of £0.01
each and 79,990,000 new ordinary shares of £0.01 each were allotted and issued to the existing shareholders as
a bonus issue of shares. On the date of the IPO the company issued a further 16,000,000 new shares.
On 28 September 2017 the Company raised £4 million (before costs) through the issuance of 26,666,667 new
shares by way of a placing at a price of £0.15 per share. The basic and diluted earnings per share figures, is based
on the weighted average number of shares in issue during the period.
The basic and diluted earnings per share figures are set out below:
Profit/(loss) attributable to shareholders
Weighted average number of shares
For basic earnings per share
Adjustment for options outstanding
For diluted earnings per share
Earnings/(loss) per share:
Basic (pence)
From profit/(loss) for the year
Diluted (pence)
From profit/(loss) for the year
Year ended
31 December 2017
£
Year ended
31 December 2016
£
399,112
(918,113)
2017
Number
2016
Number
102,940,639
-
102,940,639
54,037,158
1,159,276
55,196,434
2017
Pence per share
2016
Pence per share
0.39
0.39
(1.70)
(1.66)
Diluted earnings/(loss) per share is calculated by dividing the profit or loss attributable to ordinary shareholders
by the weighted average number of shares and ‘in the money’ share options in issue. Share options are classified
as ‘in the money’ if their exercise price is lower than the average share price for the period. As required by IAS
33 ‘Earnings Per Share’, this calculation assumes that the proceeds receivable from the exercise of ‘in the
money’ options would be used to purchase share options in the open market in order to reduce the number of
new shares that would need to be issued. As the shares were not 'in the money' as at December 2017 and
consequently would be antidilutive, no adjustment was made in respect of the share options outstanding to
determine the diluted number of options.
P a g e 37 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
9. Dividends
Amounts recognised as distributable to equity holders in the year:
Dividend for the year ended 31
December 2016 of £7.84 per share
Dividend for the year ending 31
December 2017
Year ended 31
December 2017
£
Year ended 31
December 2016
£
-
-
78,375
-
Prior to the Company’s IPO, its Chief Executive, C Hanna, and its Creative and Founding Director, A Kitous, were
remunerated by way of dividends in lieu of market rate salaries. Since the Company’s IPO, these directors have
received market rate salaries instead of such dividends.
10. Intangible assets
Group
Cost
At 1 January 2017
Additions (see below)
At 31 December 2017
Accumulated amortisation
At 1 January 2017
Amortised during the year
At 31 December 2017
Net Book Value as at
31 December 2016
Net Book Value as at
31 December 2017
Lease premiums
£
Goodwill
£
Total
£
1,075,000
-
1,075,000
28,958
126,111
155,069
74,979
14,982
89,961
-
-
-
1,149,979
14,982
1,164,961
28,958
126,111
155,069
1,046,042
74,979
1,121,021
919,931
89,961
1,009,892
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. Based on the results of the impairment test, there is
sufficient headroom and no impairment of the goodwill is required.
The goodwill addition reflects additional legal costs incurred to acquire Aqushia Limited in 2016, which were not
recognised in the prior year.
P a g e 38 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
11. Property, plant and equipment
Group
Cost
At 1 January 2016
Additions
Business combination
additions
At 31 December 2016
Accumulated depreciation
and impairment
At 1 January 2016
Depreciation during the year
Impairment during the year
At 31 December 2016
Cost
At 1 January 2017
Additions
Disposals
At 31 December 2017
Accumulated depreciation
and impairment
At 1 January 2017
Depreciation during the year
Eliminated on disposal
Impairment during the year
At 31 December 2017
Net Book Value as at
31 December 2016
Net Book Value as at
31 December 2017
Freehold
land and
buildings
£
Leasehold
Land and
buildings
£
Plant
and
machinery
£
Fixture,
fittings &
equipment
£
Motor
Vehicles
£
1,481,879
80,136
-
5,656,468
2,729,476
-
2,418,673
1,212,779
342,177
1,605,386
474,453
59,996
1,562,015
8,385,944
3,973,629
2,139,835
69,154
49,396
-
118,550
2,023,852
478,025
296,260
2,798,137
911,422
297,872
85,547
1,294,841
519,572
125,335
89,989
734,896
-
-
-
-
-
-
-
-
Total
£
11,162,406
4,496,844
402,173
16,061,423
3,524,000
950,628
471,796
4,946,424
1,562,015
-
(1,562,015)
-
8,385,944
1,576,517
-
9,962,461
3,973,629
670,561
-
4,644,190
2,139,835
510,320
-
2,650,155
-
15,120
-
15,120
16,061,423
2,772,518
(1,562,015)
17,271,926
118,550
57,274
(175,824)
-
-
2,798,137
694,286
-
-
3,492,423
1,294,841
480,717
-
1,457
1,777,015
734,896
160,174
-
368
895,438
-
3,024
-
-
3,024
4,946,424
1,395,475
(175,824)
1,825
6,167,900
1,443,465
5,587,807
2,678,788
1,404,939
-
11,114,999
-
6,470,038
2,867,175
1,754,717
12,096
11,104,026
P a g e 39 | 66
Notes to the consolidated financial statements
(continued)
Comptoir Group PLC
Annual Report 2017
Assets held under finance leases
Cost
At 1 January 2017
Additions
Legal ownership transferred
Cost as at 31 December 2017
Accumulated depreciation
At 1 January 2016
Depreciation during the year
Impairment during the year
Legal ownership transferred
Accumulated depreciation as at 31
December 2017
Net book value at the year end
Group
31 December
2017
£
31 December
2016
£
315,618
-
(315,618)
-
203,608
-
-
(203,608)
-
-
1,853,942
80,136
(1,618,460)
315,618
170,987
84,622
87,600
(139,601)
203,608
112,010
Legal ownership transferred relates to a plant and machinery and fixtures, fittings and equipment held under
finance lease that has subsequently been purchased outright during the current year.
P a g e 40 | 66
Notes to the consolidated financial statements
(continued)
Comptoir Group PLC
Annual Report 2017
12. Subsidiaries
The subsidiaries of Comptoir Group Plc, all of which have been included in these consolidated financial
statements, are as follows:
Name
Country of
incorporation and
principal place of
business
Proportion of
ownership interest
as at 31 December
Non-Controlling
interests
Ownership/voting
interest at 31
December
2017
2016
2017
2016
Timerest Limited
Chabane Limited*
Comptoir Franchise Limited
Shawa Group Limited*
Shawa Bluewater Limited*
Shawa Limited
Shawa Rupert Street Limited*
Comptoir Stratford Limited*
Comptoir South Ken Limited*
Comptoir Soho Limited*
Comptoir Central Production Limited*
Comptoir Westfield London Limited*
Levant Restaurants Group Limited*
Comptoir Chelsea Limited*
Comptoir Bluewater Limited*
Comptoir Wigmore Limited*
Comptoir Kingston Limited*
Comptoir Broadgate Limited*
Comptoir Manchester Limited*
Comptoir Restaurants Limited
Comptoir Leeds Limited*
Comptoir Oxford Street Limited*
Comptoir I.P. Limited*
Comptoir Reading Limited*
TKCH Limited*
Comptoir Bath Limited*
Comptoir Exeter Limited*
Yalla Yalla Restaurants Limited
Comptoir Haymarket Ltd*
Comptoir Oxford Limited*
*Dormant companies
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Changes to subsidiaries during the year ended 31 December 2017:
Shawa Haymarket Limited changed its name to Comptoir Haymarket Limited on 21 April 2017.
P a g e 41 | 66
Notes to the consolidated financial statements
(continued)
13. Inventories
Comptoir Group PLC
Annual Report 2017
Group
31 December
2017
£
31 December
2016
£
Finished goods and goods for resale
606,652
479,830
14. Trade and other receivables
Trade receivables
Other receivables
Prepayments and accrued income
Total trade and other receivables
15. Trade and other payables
Trade payables
Bank overdraft
Accruals
Other taxation and social security
Other payables
Total trade and other payables
16. Borrowings
Bank loans (see below)
Hire purchase liabilities
Total borrowings
Group
31 December
2017
£
31 December
2016
£
699,506
499,046
1,182,067
2,380,619
572,691
499,934
1,124,690
2,197,315
Group
31 December
2017
£
31 December
2016
£
1,729,877
184,362
2,234,435
877,185
27,339
5,053,198
1,383,209
-
1,546,108
541,314
87,018
3,557,649
Group
31 December
2017
£
31 December
2016
£
1,376,489
-
1,376,489
1,990,527
21,921
2,012,448
P a g e 42 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
The long term bank loans are secured by way of fixed charges over the assets of various Group companies. Some
of the bank loans are secured by a personal guarantee given by A Kitous, director, amounting to £6,925,000.
Bank loans of £1,376,489, represent amounts repayable within one year of £669,778 and amounts totalling
£706,711 which are repayable in more than one year but less than five years. All bank loans have a five-year
term with maturity dates of between 2018 and 2020. All loans attract a rate of interest of 3.25% over the Bank
base rate.
17. Provisions for liabilities
Provisions for leasehold property dilapidations
Total provisions
Movements on provisions:
At 1 January 2017
Provision in the year (net of releases)
Total at 31 December 2017
Group
31 December
2017
£
31 December
2016
£
48,036
48,036
35,050
35,050
Group
£
35,050
12,986
48,036
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.
18. Deferred taxation
Deferred tax assets and liabilities are offset where the Group or Company has a legally enforceable right to do
so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Group
Liabilities
2017
£
Liabilities
2016
£
Assets
2017
£
Assets
2016
£
Accelerated capital allowances
Tax losses
Share-based payments
118,772
-
-
118,772
287,287
-
-
287,287
-
148,822
-
148,822
44,020
160,978
99,997
304,995
P a g e 43 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
Movements in the year:
Net asset/(liability) at 1 January
Charge to Statement of Comprehensive Income (note 7)
Net asset at year end
Group
2017
£
Group
2016
£
17,708
12,342
30,050
(89,256)
106,964
17,708
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.
19. Share capital
Authorised, issued and fully paid
Brought forward
Issues in the period
At 31 December
Brought forward
Issues in the period
At 31 December
Number of 1p shares
Year ended 31
December 2017
96,000,000
26,666,667
122,666,667
Year ended 31
December 2016
10,000
95,990,000
96,000,000
Nominal value
Year ended 31
December 2017
£
960,000
266,667
1,226,667
Year ended 31
December 2016
£
100
959,900
960,000
The Company had 96,000,000 ordinary shares of £0.01 each in issue as 31 December 2016. On 28 September
2017 the Company raised £4 million (before costs of £148,707) through the issuance of 26,666,667 new shares
by way of a placing at a price of £0.15 per share.
20. Other reserves
The other reserves amount of £316,590 (2016 - £ 479,210) in 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.
P a g e 44 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
21. Retirement benefit schemes
Defined contribution schemes
Charge to profit and loss
31 December 2017
£
31 December 2016
£
99,266
39,907
A defined contribution scheme is operated for all qualifying employees. The assets of the scheme are held
separately from those of the Group in an independently administered fund.
22. Share-based payments scheme
Equity-settled share-based payments
On 14 June 2016 the Company established an Enterprise Management Incentive (“EMI”) share option scheme
and on the same day granted 2,970,000 EMI share options to certain key employees. The scheme enables all
employees (as well as Directors) to subscribe for ordinary shares in Comptoir Group PLC. The scheme includes all
subsidiary companies headed by Comptoir Group PLC. The exercise price of all of the options is £0.50, the term
to expiration is 10 years from the date of grant and all of the options have the same vesting conditions attached
to them.
A share-based payment credit of £162,620 (2016: charge of £479,210) was recognised during the year, due to
certain options granted under the scheme having lapsed as a result of employees of the Group having left their
positions. This is included within non-trading items on the face of the statement of comprehensive income.
On 14 June 2016, the Company also granted 1,440,000 unapproved share options to family members of
directors, in relation to their capacity as shareholders investing in the Company. The exercise price of these
options is £0.50, the term to expiration is 10 years from the grant date and all of the unapproved options have
the same vesting conditions attached to them.
If options remain unexercised after a period of 10 years from the date of grant, the options expire. Unvested
options are forfeited if the employee leaves the Group before the options vest, vested options are forfeited if
the employee leaves the Group before the options are exercised.
On 21 June 2016, as a result of the Company’s IPO, all 2,970,000 of the EMI options in issue vested, resulting in a
charge to the income statement equal to the fair value of the options on the date of grant. Since vesting and to
the date of approval of these financial statements, none of the options had been exercised and 1,140,000
options cancelled.
P a g e 45 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
Options outstanding, beginning of year
Granted
Cancelled
Options outstanding, end of year
Options exercisable, end of year
No. of shares
2,770,000
-
(940,000)
1,830,000
1,830,000
Year ended 31
December
2017
Average
Exercise price
£
0.50
-
0.50
0.50
0.50
Year ended 31
December
2016
Average
Exercise price
£
-
0.50
0.50
0.50
0.50
No. of shares
-
2,970,000
(200,000)
2,770,000
2,770,000
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:
Risk free rate of return
Expected term
Estimated volatility
Expected dividend yield
Weighted average fair value of options granted
Risk free interest rate
The risk free interest rate is based on the UK 2-year Gilt yield.
On grant date
0.10%
10 years
28%
0%
£0.173
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.
P a g e 46 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
23. Reconciliation of profit/(loss) to cash generated from operations
Profit/(loss) for the year
399,112
(918,113)
Year ended 31
December 2017
£
Year ended 31
December 2016
£
Income tax expense/(credit)
Finance costs
Depreciation
Amortisation of intangible assets
Impairment of assets
Share-based payment (credit)/charge
Profit on disposal of property
Movements in working capital
Increase in inventories
Increase in trade and other receivables
Increase in payables and provisions
57,746
60,420
1,395,475
126,111
1,825
(162,620)
(1,266,086)
(126,822)
(183,303)
1,324,173
(86,883)
125,237
950,628
28,958
471,796
479,210
-
(175,631)
(560,175)
54,995
Cash from operations
1,626,031
370,022
24. Reconciliation of changes in cash to the movement in net cash/(debt)
Net cash/(debt):
Year ended 31
December 2017
£
Year ended 31
December 2016
£
At the beginning of the year
(1,199,242)
(2,619,998)
Movements in the year:
Repayment of loan borrowings
New loans advances
Finance lease payments
Hire purchase lease payments
Non-cash movements in the year
Cash inflow/(outflow)
At the end of the year
674,207
-
-
22,172
(60,420)
4,629,773
4,066,490
613,346
(825,000)
1,508,978
91,710
(126,653)
158,375
(1,199,242)
P a g e 47 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
Represented by:
At 1 January
2016
Cash and cash equivalents
Overdraft
Bank loans
Finance leases
Hire purchase liabilities
£
667,247
(12,416)
(1,703,256)
(1,461,044)
(110,529)
(2,619,998)
Cash flow
movements in
the year
£
145,959
12,416
(211,654)
1,508,978
91,710
1,547,409
Non- cash flow
movements in
the year
£
-
-
(75,617)
(47,934)
(3,102)
(126,653)
At 31
December
2016
£
813,206
-
(1,990,527)
-
(21,921)
(1,199,242)
At 1 January
2017
£
813,206
-
(1,990,527)
(21,921)
(1,199,242)
Cash flow
movements in
the year
£
Non- cash flow
movements in
the year
£
At 31
December
2017
£
4,814,135
(184,362)
674,207
22,172
5,326,152
-
-
(60,169)
(251)
(60,420)
5,627,341
(184,362)
(1,376,489)
-
4,066,490
Cash and cash equivalents
Overdraft
Bank loans
Hire purchase liabilities
25. Financial instruments
The Group finances its operations through equity and borrowings, with the borrowing interest typically subject
to 3.25% 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.
P a g e 48 | 66
Notes to the consolidated financial statements
(continued)
Comptoir Group PLC
Annual Report 2017
Financial assets and liabilities
Group financial assets:
Cash and cash equivalents
Trade and other receivables
Total financial assets
Group financial liabilities:
Trade and other payables excl. corporation tax
Hire purchase lease debt
Bank loan
Short -term financial liabilities
Bank loan
Long-term financial liabilities
Total financial liabilities
31 December 2017
£
31 December 2016
£
5,627,341
2,380,619
8,007,960
813,207
2,197,315
3,010,522
31 December 2017
£
31 December 2016
£
5,053,198
-
669,778
5,722,976
706,711
706,711
6,429,687
3,557,649
21,921
610,120
4,189,690
1,380,407
1,380,407
5,570,097
*The loans held in the subsidiaries typically have the interest rate of 3.25% 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:
As at 31 December 2017
Within one year
Within two to five years
After five years
Less future interest payments
Total
As at 31 December 2016
Within one year
Within two to five years
After five years
Less future interest payments
Total
*excluding corporation tax
Overdraft
£
Trade and other
payables *
£
Bank
Loans
£
Hire purchase
lease liability
£
184,362
-
-
-
184,362
-
-
-
-
-
4,868,836
-
-
-
4,868,836
3,557,649
-
-
709,906
733,163
-
(66,580)
1,376,489
674,484
1,449,311
-
-
3,557,649
(133,268)
1,990,527
-
-
-
-
-
22,081
-
-
(160)
21,921
P a g e 49 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
Fair value of financial assets and liabilities
All financial assets and liabilities are accounted for at cost and the Directors consider the carrying value to
approximate their fair value.
26. Financial risk management
The Group’s and Company’s financial instruments comprise investments, cash and liquid resources, and various
items, such as trade receivables and trade payables that arise directly from its operations. The vast majority of
the Group’s and Company’s financial investments are denominated in sterling.
Neither the Group nor the Company enter into derivatives or hedging transactions. It is, and has been
throughout the period under review, the Group’s and Company’s policy that no trading in financial instruments
shall be undertaken.
The main risks arising from the Group’s and Company’s financial instruments are credit risk, liquidity risk,
foreign currency risk, liquidity risk and investment risk. The Group does not have a material exposure to foreign
currency risk. The board reviews policies for managing each of these risks, and they are summarised as follows:
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
losses to the Group. Counterparties for cash balances are with large established financial institutions. The Group
is exposed to credit related losses in the event of non-performance by the financial institutions but does not
expect them to fail to meet their obligations.
As a retail business with trading receipts settled either by cash or credit and debit cards, there is very limited
exposure from customer transactions. The Group is exposed to credit risk in respect of commercial discounts
receivable from suppliers but the Directors believe adequate provision has been made in respect of doubtful
debts and there are no material amounts past due that have not been provided against.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses,
represents the Group's maximum exposure to credit risk
Liquidity risk
The Group has built an appropriate mechanism to manage liquidity risk of the short, medium and long-term
funding and liquidity management requirements. Liquidity risk is managed through the maintenance of
adequate cash reserves and bank facilities by monitoring forecast and actual cash flows and matching the
maturity profiles of financial assets and liabilities. The Group's loan facilities (as set out in note 16), ensure
continuity of funding, provided the Group continues to meet its covenant requirements (as detailed in the report
of the Directors).
P a g e 50 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
Foreign currency risk
The Group is not materially exposed to changes in foreign currency rates and does not use foreign exchange
forward contracts.
Interest rate risk
Exposure to interest rate movements has been controlled historically through the use of floating rate debt to
achieve a balanced interest rate profile. The Group does not currently have any interest rate swaps in place as
the continued reduction in the level of debt combined with current market conditions results in a low level of
exposure. The Group's exposure will continue to be monitored and the use of interest rate swaps may be
considered in the future.
Investment risk
Investment risk includes investing in companies that may not perform as expected. The Group’s investment
criteria focus on the quality of the business and the management team of the target company, market potential
and the ability of the investment to attain the returns required within the time horizon set for the investment.
Due diligence is undertaken on each investment. The Group regularly reviews the investments in order to
monitor the level of risk and mitigate exposure where appropriate.
27. Lease commitments
Finance lease commitments
Future lease payments in respect of finance leases are due as follows:
Within one year
Within two and five years
After five years
Less future interest payments
Present value of lease obligations
Analysed as:
Amounts due for settlement within
one year
Amounts due for settlement after one
year
Present value of lease obligations
Minimum lease payments
31 December
2017
£
31 December
2016
£
-
-
-
-
-
-
-
-
22,081
-
-
(160)
21,921
21,921
-
21,921
P a g e 51 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
The lease commitments for the year ended 31 December 2016 are in respect of rentals payable by the Company
or Group for certain items of plant and machinery. Leases include purchase options at the end of the lease
periods and no restrictions are placed on the use of the assets. The fair value of the lease payments in respect of
plant and machinery is £nil (2016: £21,921). The interest rate applied in calculating the present value of the
payments is the incremental borrowing cost of the Group in relation to each lease, however the time value of
money was considered by the Directors to be insignificant in the context of discounting the minimum lease
payments, as the average lease term for plant and machinery was 3 years.
Operating lease commitments
The Group has entered into a number of property leases on standard commercial terms as lessee. There are no
restrictions imposed by the Group's operating lease arrangements, either in the current or prior year.
At the reporting date, the total future minimum rentals payable under non-cancellable operating leases over the
remaining lives of the leases are:
Within one year
Within two and five years
After five years
Total
31 December 2017
£
31 December 2016
£
3,465,376
10,839,071
16,001,475
30,305,922
2,247,070
5,637,967
6,125,427
14,010,464
In November 2017, the Group sold its freehold property and leased the building back for 15 years on market
terms. Under IAS 17, the Group classified the leaseback as an operating lease. As this was a sale and operating
leaseback under IAS 17, at the date of initial application the Group accounts for the leaseback in the same way
as it accounts for its other operating leases.
28. Contingent liabilities
The Group had no contingent liabilities at 31 December 2017 or 31 December 2016.
29. Capital commitments
The Group capital commitments of £1.5m at 31 December 2017 (2016 - £nil) in relation to two new sites opening
in during 2018.
30. Directors’ transactions
During the year Comptoir Group PLC paid a dividend of £Nil (2016: £39,188 to C Hanna and £39,188 to A Kitous,
both of whom are directors and shareholders of Comptoir Group PLC).
P a g e 52 | 66
Comptoir Group PLC
Annual Report 2017
Notes to the consolidated financial statements
(continued)
31. 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.
70,000 and 150,000 of the EMI options that were issued on the 14 June 2016 and are detailed in note 22, were
granted to M Kitous, brother of Director, A Kitous and P Hanna, son of Director, C Hanna, respectively.
All of the unapproved share options that were issued on the 14 June 2016 and are detailed in note 22, were
issued to family members of J Kaye, a director of the company. The exercise price of these options is £0.50, the
term to expiration is 10 years and all of the unapproved options have the same vesting conditions as the
approved options attached to them.
During the year, the Group paid fees of £25,000 (2016: £10,417) to Messrs Gerald Edelman, a firm in which
director R Kleiner is a partner, in respect of part of his non-executive director fees. Also during the year, the
Group paid further amounts totalling £23,950 to Messrs Gerald Edelman, in respect of accountancy and
corporate finance services provided to the Group.
32. Subsequent events
There were no significant subsequent events which the directors consider require disclosure within these
financial statements.
P a g e 53 | 66
Comptoir Group PLC
Annual Report 2017
Parent Company accounts (under UK GAAP)
Company balance sheet as at 31 December 2017
Notes
31 December 2017
£
31 December 2016
£
Fixed assets
Property, plant and equipment
Investment property
Intangible assets
Investments in subsidiaries
Current assets
Debtors
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Creditors
Provisions for liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium
Other reserves
Retained earnings
Total equity – attributable to equity
shareholders of the company
iii
iv
v
vi
vii
ix
viii
x
x
x
x
22,944
-
80,380
317,970
421,294
14,475,913
1,214,011
15,689,924
28,356
1,680,136
72,896
480,590
2,261,978
8,746,986
105,779
8,852,765
16,111,218
11,114,743
(2,541,691)
(2,541,691)
(2,272,010)
(2,272,010)
(6,244)
(23,624)
(2,547,935)
(2,295,634)
13,563,283
8,819,109
1,226,667
10,050,313
316,590
1,969,713
960,000
6,465,687
479,210
914,212
13,563,283
8,919,109
The financial statements of Comptoir Group Plc (company registration number 07741283) were approved by the
Board of Directors and authorised for issue on 20 April 2018 and were signed on its behalf by:
Chaker Hanna
Chief Executive Director
P a g e 54 | 66
Comptoir Group PLC
Annual Report 2017
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.
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. Thus the
Board continues to adopt the going concern basis of accounting in preparing the financial statements.
Dividends
Equity dividends are recognised when they become legally payable. Interim dividends are recognised when paid.
Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Investments in subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Group (its subsidiaries).
The results of subsidiaries acquired or disposed of during the year are included in total comprehensive income
from the effective date of acquisition and up to the effective date of disposal, as appropriate using accounting
policies consistent with those of the parent. All intra-group transactions, balances, income and expenses are
eliminated in full on consolidation.
Investments are valued at cost less any provision for impairment.
Intangible assets – Goodwill
Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the
identifiable assets and liabilities. It is amortised to the income statement over its economic life, which is
estimated to be ten years from the date of acquisition.
Share-based payment transactions
The share options have been accounted for as an expense in the Company in which the employees are
employed, using a valuation based on the Black-Scholes model.
An increase in the investment held by the Company in the subsidiary in which the employees are employed, with
a corresponding increase in equity, is recognised in the accounts of the Company. Information in respect of the
Company's share-based payment schemes is provided in note 22 to the consolidated financial statements.
The value is accounted for as a capital contribution in relevant Group subsidiaries that employ the staff members
to whom awards of share options have been made.
P a g e 55 | 66
Comptoir Group PLC
Annual Report 2017
Company financial statements – under UK GAAP
Accounting policies and basis of preparation (continued)
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.
Investment property
In accordance with FRS 102, property leased to subsidiary entities is classified as Investment Property.
Investment property is carried at fair value and revaluation surpluses or losses are recognised in the Statement
of Comprehensive Income. Deferred tax is provided on the gains at the rate expected to apply when the
property is sold.
P a g e 56 | 66
Comptoir Group PLC
Annual Report 2017
Company financial statements – under UK GAAP
Notes to the financial statements
i) Profit attributable to members of the holding company
As permitted by section 408 of the Companies Act 2006, a separate profit and loss account has not been
presented for the holding company. During the year the Company recorded a profit of £1,055,501.
Remuneration of the auditor is borne by a subsidiary undertaking, Timerest Limited.
ii) Employee costs and numbers
The Company has no employees. All Group employees and Directors’ remuneration are disclosed within the
Group’s consolidated financial statements.
iii) Property, plant and equipment
Cost
At 1 January 2017
Additions
At 31 December 2017
Accumulated depreciation and
impairment
At 1 January 2017
Depreciation during the year
At 31 December 2017
Net Book Value as at
31 December 2016
Net Book Value as at
31 December 2017
Leasehold
Land and
buildings
£
Plant
and
machinery
£
Fixture,
fittings &
equipment
£
Total
£
11,290
-
11,290
26,655
-
26,655
5,384
2,258
7,642
8,466
2,728
11,194
5,555
-
5,555
1,294
426
1,720
43,500
-
43,500
15,144
5,412
20,556
5,906
18,189
4,261
28,356
3,648
15,461
3,835
22,944
P a g e 57 | 66
Company financial statements – under UK GAAP
Notes to the financial statements (continued)
Comptoir Group PLC
Annual Report 2017
iv) Investment property
Fair value at 1 January 2017
Additions
Revaluations
Disposals (see below)
At 31 December 2017
£
1,680,136
-
-
(1,680,136)
-
The property was disposed of in November 2017 and subsequently leased back. After reviewing facts, it was
determined that the terms of the new agreement more closely met the definition of an operating lease than a
finance lease and therefore the profit from the sale of freehold property has been fully recognised within the
income statement.
v) Intangible assets
Goodwill
Cost
At 1 January 2017
Additions during the year
At 31 December 2017
Accumulated amortisation and
impairment
At 1 January 2017
Amortisation during the year
At 31 December 2017
Net Book Value as at
31 December 2016
Net Book Value as at
31 December 2017
Total
£
74,979
14,982
89,961
2,083
7,498
9,581
72,896
80,380
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 20 years, or more frequently if events or changes in circumstances indicate that it might be
impaired. Therefore, goodwill arising on acquisition is monitored to compare the value in use to its carrying
value. The intangible assets reported on the statement of financial position consists of goodwill arising on the
acquisition on 14 December 2016 of the trade and assets of Agushia Limited.
P a g e 58 | 66
Company financial statements – under UK GAAP
Comptoir Group PLC
Annual Report 2017
Notes to the accounts (continued)
vi) Investments in subsidiary undertakings
Cost
At 31 December 2016
Share-based payments credited
At 31 December 2017
Amounts written off
At 31 December 2016 and 31 December 2017
Net book value at 31 December 2016
Net book value at 31 December 2017
vii) Debtors
Other debtors
Amounts receivable from group undertakings
Amounts falling due after more than one year:
Deferred tax asset
Total
viii) Deferred tax liabilities
Deferred tax recognised in balance sheet:
Deferred tax liabilities:
Brought forward
Credit to profit or loss
Total deferred tax liability
Shares
£
1,380
-
1,380
-
1,380
1,380
Loans and
other
£
Total
£
479,210
(162,620)
316,590
480,590
(162,620)
317,970
-
479,210
316,590
-
480,590
317,970
Year ended
31 December
2017
£
Year ended
31 December
2016
£
294,610
14,328,732
49,561
8,697,425
14,623,342
8,746,986
1,278
-
14,624,620
8,746,986
Total
£
23,624
(17,380)
6,244
P a g e 59 | 66
Company financial statements – under UK GAAP
Notes to the accounts (continued)
ix) Creditors
Comptoir Group PLC
Annual Report 2017
Trade creditors
Amounts due to group undertakings
Other creditors
Corporation tax
Total
x) Share capital and reserves
Year ended
31 December
2017
£
Year ended
31 December
2016
£
29,420
2,479,207
1,470
31,594
2,541,691
22,486
2,248,054
1,470
-
2,272,010
Share
capital
£
Share
premium
£
Other
reserves
£
Retained
earnings
£
Total
£
960,000
266,667
6,465,687
3,733,333
479,210
-
914,212
-
8,819,109
4,000,000
-
-
-
(162,620)
(148,707)
-
-
-
(162,620)
(148,707)
-
1,226,667
-
10,050,313
-
316,590
1,055,501
1,969,713
1,055,501
13,563,283
At 1 January 2017
Issue of shares
Employee shared-based
payment schemes
Share issue costs
Total comprehensive income
for the year
At 31 December 2017
Details of share issues during the year are given in note 19 of the consolidated financial statements and details
of the dividends paid and proposed during the year are given in note 9 of the consolidated financial statements.
xi) Contingent liabilities
The Company had no contingent liabilities at 31 December 2017 or 31 December 2016.
xii) Capital commitments
The Group capital commitments of £1.5m at 31 December 2017 (2016 - £nil) in relation to two new sites opening
in during 2018.
xiii) Related party transactions
The Company has taken advantage of the exemption in FRS 102 and has not disclosed transactions entered
into between members of the Group.
P a g e 60 | 66
Comptoir Group PLC
Annual Report 2017
Company financial statements – under UK GAAP
Notes to the accounts (continued)
xiv) Ultimate controlling party
The Company has no ultimate controlling party.
xv) Subsequent events
There were no significant subsequent events which the directors consider require disclosure within these
financial statements.
P a g e 61 | 66
Comptoir Group PLC
Annual Report 2017
Notice of Annual General Meeting
Comptoir Group PLC
Registered in England and Wales with no. 7741283
Notice is hereby given that the 2018 Annual General Meeting of Comptoir Group Plc will be held at 73, Cornhill,
London EC3V 3QQ on 18 June 2018 at 11.15 a.m. for the transaction of the following business:
ORDINARY BUSINESS
As ordinary business to consider and, if thought fit, to pass the following resolutions, each of which will be
proposed as ordinary resolutions:
1. THAT, the Company's annual accounts for the year ended 31 December 2017, together with the report
of the auditors and the directors thereon, be received and adopted.
2. THAT, Ahmed Kitous, who retires in accordance with the Company's articles of association, be re-elected
as a director.
3. THAT, UHY Hacker Young LLP be re-appointed as auditors to the Company until the conclusion of the
next Annual General Meeting at which accounts of the Company are presented and the directors be
authorised to fix their remuneration.
SPECIAL BUSINESS
As special business to consider and, if thought fit, to pass the following resolutions, of which resolution 5 will be
proposed as an ordinary resolution and resolution 6 as a special resolution:
4. THAT, the directors be and they are generally and unconditionally authorised for the purposes of section
551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares, or
to grant rights to subscribe for or to convert any securities into shares, of up to an aggregate nominal
amount of £96,000 during the period commencing on the passing of this resolution and expiring on the
date of the next annual general meeting of the Company (unless previously revoked, varied or extended
by the Company in general meeting), but so that the Company may before such expiry make an offer or
agreement which would or might require shares to be allotted, or rights to subscribe for or to convert
any securities into shares to be granted, after such expiry and the directors may allot shares, or grant
rights to subscribe for or to convert any securities into shares, in pursuance of such offer or agreement
notwithstanding that the authority conferred by this resolution has expired. This authority is in
substitution for all subsisting authorities, to the extent unused.
5. THAT, the directors be and they are empowered during the period commencing on the passing of this
resolution and expiring on the date of the next annual general meeting of the Company (unless
previously revoked, varied or extended by the Company in general meeting) pursuant to section 570(1)
of the Act to allot equity securities (within the meaning of section 560(1) of the Act) wholly for cash
pursuant to the authority conferred by resolution 5 above as if section 561(1) of the Act did not apply to
any such allotment, provided that this power shall be limited to:
(i)
(ii)
the allotment of equity securities for cash up to an aggregate nominal amount of £96,000; and
the allotment of equity securities in connection with an offer of such securities by way of rights
to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective
holdings of such shares, but subject to such exclusions or other arrangements as the directors
P a g e 62 | 66
Comptoir Group PLC
Annual Report 2017
may deem necessary or expedient in relation to fractional entitlements or any legal or practical
problems under the laws of any territory, or the requirements of any regulatory body or stock
exchange, but so that this authority shall allow the Company to make offers or agreements
before the expiry and the directors may allot equity securities in pursuance of such offers or
agreements as if the powers conferred hereby had not so expired.
By order of the Board
On behalf of Directors
Chaker Hanna
20 April 2018
Registered Office: Suite 4, Strata House, 34a Waterloo Road, London, NW2 7UH
P a g e 63 | 66
Comptoir Group PLC
Annual Report 2017
The following notes explain your general rights as a shareholder and your right to attend and vote at this
Meeting or to appoint someone else to vote on your behalf.
1. To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the
Company of the number of votes they may cast), shareholders must be registered in the Register of
Members of the Company at close of trading on 16 June 2018. Changes to the Register of Members
after the relevant deadline shall be disregarded in determining the rights of any person to attend and
vote at the Meeting.
2. Shareholders, or their proxies, intending to attend the Meeting in person are requested, if possible, to
arrive at the Meeting venue at least 20 minutes prior to the commencement of the Meeting at 11.15
a.m. (UK time) on 18 June 2018 so that their shareholding may be checked against the Company’s
Register of Members and attendances recorded.
3.
4.
5.
Shareholders are entitled to appoint another person as a proxy to exercise all or part of their rights to
attend and to speak and vote on their behalf at the Meeting.
A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is
appointed to exercise the rights attached to a different ordinary share or ordinary shares held by that
shareholder. A proxy need not be a shareholder of the Company. .
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only
the appointment submitted by the most senior holder will be accepted. Seniority is determined by the
order in which the names of the joint holders appear in the Company’s Register of Members in respect
of the joint holding (the first named being the most senior).
6. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of
votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from
voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in
relation to any other matter which is put before the Meeting.
7. You can vote either:
by logging on to www.signalshares.com and following the instructions;
You may request a hard copy form of proxy directly from the registrars, Link Asset Services
(previously called Capita), on Tel: 0371 664 0300. Calls cost 12p per minute plus your phone
company’s access charge. Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public
holidays in England and Wales.
in the case of CREST members, by utilising the CREST electronic proxy appointment service in
accordance with the procedures set out.
In order for a proxy appointment to be valid a form of proxy must be completed. In each case the form
of proxy must be received by Link Asset Services at 34 Beckenham Road, Beckenham, Kent, BR3 4ZF by
11.15 a.m. on 16 June 2018.
P a g e 64 | 66
Comptoir Group PLC
Annual Report 2017
8.
If you return more than one proxy appointment, either by paper or electronic communication, the
appointment received last by the Registrar before the latest time for the receipt of proxies will take
precedence. You are advised to read the terms and conditions of use carefully. Electronic
communication facilities are open to all shareholders and those who use them will not be
disadvantaged.
9. The return of a completed form of proxy, electronic filing or any CREST Proxy Instruction (as described in
note 11 below) will not prevent a shareholder from attending the Meeting and voting in person if
he/she wishes to do so.
10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy
appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the
procedures described in the CREST Manual (available from www.euroclear.com/site/public/EUI). CREST
Personal Members or other CREST sponsored members, and those CREST members who have appointed
a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able
to take the appropriate action on their behalf.
11. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate
CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with
Euroclear UK & Ireland Limited’s specifications and must contain the information required for such
instructions, as described in the CREST Manual. The message must be transmitted so as to be received
by the issuer’s agent (ID RA10) by 11.15 a.m. on 16 June 2018. For this purpose, the time of receipt will
be taken to mean the time (as determined by the timestamp applied to the message by the CREST
application host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in
the manner prescribed by CREST. After this time, any change of instructions to proxies appointed
through CREST should be communicated to the appointee through other means.
12. CREST members and, where applicable, their CREST sponsors or voting service providers should note
that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any
particular message. Normal system timings and limitations will, therefore, apply in relation to the input
of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member, or sponsored member, or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall
be necessary to ensure that a message is transmitted by means of the CREST system by any particular
time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system
providers are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
13. Any corporation which is a shareholder can appoint one or more corporate representatives who may
exercise on its behalf all of its powers as a shareholder provided that no more than one corporate
representative exercises powers in relation to the same shares.
14. As at 18 May 2018 (being the latest practicable business day prior to the publication of this Notice), the
Company’s ordinary issued share capital consists of 122,666,667 ordinary shares, carrying one vote
each. Therefore, the total voting rights in the Company as at 18 May 2018 are 122,666,667.
P a g e 65 | 66
Comptoir Group PLC
Annual Report 2017
15. Under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set
out in that section have the right to require the Company to publish on a website a statement setting
out any matter relating to: (i) the audit of the Company’s financial statements (including the Auditor’s
Report and the conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstances
connected with an auditor of the Company ceasing to hold office since the previous meeting at which
annual financial statements and reports were laid in accordance with Section 437 of the Companies Act
2006 (in each case) that the shareholders propose to raise at the relevant meeting. The Company may
not require the shareholders requesting any such website publication to pay its expenses in complying
with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a
statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to
the Company’s auditor not later than the time when it makes the statement available on the website.
The business which may be dealt with at the Meeting for the relevant financial year includes any
statement that the Company has been required under Section 527 of the Companies Act 2006 to publish
on a website.
16. Any shareholder attending the Meeting has the right to ask questions. The Company must cause to be
answered any such question relating to the business being dealt with at the Meeting but no such
answer need be given if: (a) to do so would interfere unduly with the preparation for the Meeting or
involve the disclosure of confidential information; (b) the answer has already been given on a website in
the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good
order of the Meeting that the question be answered.
The following documents are available for inspection during normal business hours at the registered
office of the Company on any business day from the date of this Notice until the time of the Meeting
and may also be inspected at the Meeting venue, as specified in this Notice, from am on the day of the
Meeting until the conclusion of the Meeting:
Copies of the Directors’ letters of appointment or service contracts.
17. You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act
2006) provided in either this Notice or any related documents (including the form of proxy) to
communicate with the Company for any purposes other than those expressly stated.
18. A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can
be found on the Company’s website at www.comptoirlibanais.com.
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