Company Registration Number 07741283 (England and Wales)
COMPTOIR GROUP PLC
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2018
Comptoir Group PLC
Annual Report 2018
Company information
Directors
C Hanna
A Kitous
M Carrick
R Kleiner
Chief Executive
Creative Director
Finance Director (appointed 16th July 2018)
Non-Executive Chairman
Secretary
Mr Mark Carrick
Company number
07741283
Registered office
Business address
Nominated Advisor and Broker
Auditors
Solicitors
Registrars
717B North Circular Road
London
England
NW2 7AH
Unit 2
Plantain Place
Crosby Row
London Bridge
SE1 1YN
Canaccord Genuity Limited
88 Wood Street
London EC2V 7QR
(Appointed 20th December 2018)
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 2018
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
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23
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25
26
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37
57
65
Comptoir Group PLC
Annual Report 2018
Financial highlights
For the year ended 31 December 2018
•
•
•
•
•
•
•
•
Group revenue increased 16.1% to £34.3m (2017 – £29.6m).
Gross profit increased 16.0% to £24.7m (2017 – £21.3m).
IFRS loss before tax of £0.21m (2017 – £0.46m profit).
Adjusted EBITDA* of £2.1m (2017 – £1.1m).
Net cash and cash equivalents at the period end of £4.6m (2017: £5.4m).
Loss per share of 0.26p (2017 – 0.39p positive earnings per share).
Three new restaurants, two ‘owned’ and one franchised opened in the year (2017 – four ‘owned’
restaurant openings). One ‘pop up’ site closed at the end of a short-term lease.
31 restaurants (27 owned and 4 franchise) trading as at 31 December 2018 (2017 – 29 restaurants; 26
owned and 3 franchise).
*Adjusted EBITDA is calculated excluding the impact of a £0.03m share-based payment charge (2017 - £0.16m
credit); depreciation, amortisation and impairment of assets of £1.8m (2017 - £1.5m); £nil profit on the sale of
freehold property (2017 - £1.3m); and £0.4m restaurant pre and post opening costs (2017 - £0.5m).
Chairman’s statement
Overview
The Board is pleased to announce that despite the challenging trading conditions, the financial outcome for 2018
was in line with expectations and the Group has demonstrated its resilience to deliver during the uncertain retail
environment.
Revenue for 2018 showed strong growth on last year, profit was in line with expectations and the Company ended
the year with a healthy cash balance. This was achieved despite cost pressures within the industry.
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 3 new restaurants in the year ended 31
December 2018 and closing just one site, which came to the end of its short lease. The Group now has 31
restaurants, including four franchise sites.
In line with the continued challenging trading conditions, the Board continues its prudent approach to new
openings and only currently has plans to open one more owned restaurant and three new franchise sites in 2019.
This will enable continual investment and focus on the existing sites and further development of the Group’s
brands.
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Comptoir Group PLC
Annual Report 2018
Chairman’s Statement (continued)
People
We continue to appreciate that our people are key to the success of our business. We have further strengthened
the Board with the appointment of Mark Carrick as Chief Financial Officer and our highly experienced and
motivated Executive Team have enabled execution of a sustained focus and delivery on performance during the
year.
To develop and protect our business further we maintain strong corporate governance standards through the
Board, which meets on a regular basis and it has already made substantial progress in fulfilling its corporate
governance aims.
We continue to rely on the commitment and dedication of our fantastic support and operational teams, in our
restaurants around the country, whose ultimate aim is to consistently deliver a fantastic experience for all our
customers in an environment with a genuine feel of family hospitality.
On that note I would like to personally thank all of our teams and colleagues across the Company; they are a
remarkable group of people and we are privileged to witness their efforts and enjoyment in working for Comptoir.
Looking ahead
The Group intends to focus heavily on ensuring that all sites are operating effectively, with a particular focus on
the newer restaurants.
We continue to see the cautiousness of consumers and coupled with the uncertainties surrounding the UK’s exit
from the European Union. 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
8 April 2019
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Comptoir Group PLC
Annual Report 2018
Chief Executive’s review
For the year ended 31 December 2018
I am pleased to present the Group’s results for the year ended 31 December 2018, together with an update on
the Group’s progress in respect of its growth strategy. We have continued our expansion plan and opened two
new owned restaurants as well as adding an additional franchise site to the Group’s portfolio.
During the year revenue has grown by 16% to £34.3m (2017 – £29.6m), with adjusted EBITDA (excluding one-off
costs incurred in opening new restaurants and other highlighted items) increasing by 83% to £2.1m (2017 –
£1.1m). The significant increase in adjusted EBITDA demonstrates the strong performance of our established
restaurants.
The adjusted EBITDA takes into consideration increases in administrative costs, which were incurred following the
opening of new restaurants during 2017 and 2018. 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 continued throughout 2018, we are pleased with our results and are
positive on our future performance.
The Consolidated Statement of Comprehensive Income for the year shows a pre-tax loss of £0.21m (2017 - £0.46m
profit). After adding back non-trading items, including opening costs totalling £0.4m (2017 – £0.5m), the adjusted
EBITDA for the group totalled £2.1m (2017 – £1.1m).
Our strong balance sheet is currently de-levered specifically to protect against any downside risk on future
covenants and give us scope for assurance and flexibility to sensibly use free cash for selective new site acquisitions
or re-investment in the current estate.
Review of operations
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
meaning that restaurants perform well financially once they have reached maturity of trading, as demonstrated
by the strength of the Group’s adjusted results.
Economic conditions have remained challenging in 2018 and confidence levels have remained subdued due to
continued uncertainty around Brexit and the economic outlook as a whole. The general retail sector has witnessed
a continued decline in high street footfall which has directly impacted the dining-out sector, however, we are still
able to report like for like sales growth each month throughout the year. Further pressures include continued
rising costs (particularly labour), input food costs and property related charges.
Despite these pressures, we have continued to convert our top line growth into EBITDA in line with our full year
expectations as a result of the focus on operating efficiencies and the increasing yield from the maturing site
acquisitions made in 2017 and early 2018.
The investment in our people has been further enhanced in 2018 with development programmes now being made
available to our employees through a partnership with Evolve Training. This is supported by funding from the
Apprenticeship Levy contributions.
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Comptoir Group PLC
Annual Report 2018
Chief Executive’s review (continued)
Estate development
During the year, we opened two new Comptoir Libanais restaurants; Birmingham located in Grand Central (March
2018) and London Bridge (November 2018) located in a prime redevelopment of this key central mainline train
station, adjacent to an entrance into the station concourse. Both of these new site locations benefit from high city
footfall. We are also pleased to report an addition to our franchise sites with a new site opening in Cheshire Oaks
(November 2018), operated by HMS Host.
In 2018 we took the opportunity to invest in refurbishing some of our existing matured restaurants to give a fresh
look and innovation with new designs. This included refurbishment of Yalla Yalla Soho, South Kensington and the
extension of the trading area in our Yalla Yalla Winsley Street site into an adjoining space, with a resulting
significant increase in available covers at the restaurant.
During 2019 we will continue to selectively invest on a return focused basis, in our sites, with six sites earmarked
for some capital investment over the year. These sites are Levant, Kenza, Chelsea, Stratford, Kingston and
Wigmore Street. In addition to this, following the closure of our Comptoir site in Westfield, Shepherd’s Bush in
January 2019 due to the extensive redevelopment of the centre, we are excited to announce that we will be
opening a brand new re-positioned Comptoir site on completion of the centre’s development works in May 2019.
In line with our approach in 2018, we continue to develop our property pipeline with some caution. One further
owned site is currently planned to open in 2019. As reported at the half-year, we continue to work closely with
our franchise partners and have already agreed terms to open three additional franchised sites with HMS Host in
the second half of 2019; in Ashford (Kent) and our second and third international franchised operations in Dubai
and Abu Dhabi Airports.
Cashflows and financing
Cash generated from operations was £2.1m (2017 – £1.5m), demonstrating the continued management focus and
effectiveness of tightened working capital management initiatives.
Capital expenditure for the year, which was principally incurred on the fitting-out of the two new restaurants in
Birmingham and London Bridge, as well as selective investment in refurbishment in a number of sites, totalled
£2.3m (2017 – £2.8m).
Loan and finance lease repayments continued as planned throughout the year, resulting in total cash outflows of
£0.6m (2017 – £0.6m). The Group realised an overall cash outflow of £0.8m (2017 - £4.6m cash inflow); however,
2017 included the cash inflow from an equity placing raising £4.0m (before costs). At the end of the year, the
Group had cash and cash equivalents of £4.6m (2017 – £5.4m).
The Group is in a strong position to fund the additional further owned restaurant opening in 2019 and to continue
to further develop the Group’s brand and identity.
Outlook
The Group has had an encouraging start to 2019 and we hope to continue benefiting from this momentum during
the first half of 2019, with like for like sales growth continuing in each month of the first quarter of 2019.
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Comptoir Group PLC
Annual Report 2018
Chief Executive’s review (continued)
We are in a time of unprecedented political and general uncertainty across the UK economy. Whilst we cannot be
immune to the impact that this uncertainty may have on the economy as a whole, the Group has proven its
resilience and is in a strong financial and cash position, taking a cautious approach to selecting new site openings,
enabling focus on the existing estate and further development of the brand whilst ensuring the most efficient
operating model is maintained.
The Directors believe the Group’s current Comptoir Libanais restaurant estate continues to have significant
potential for organic growth and will continue to explore further franchise opportunities.
I strongly believe our business is well positioned in the restaurant sector and can continue to provide our
customers with a unique experience, offering excellent quality, well-priced, healthy food, with welcoming family
hospitality, differentiated to many other restaurant operations.
Chaker Hanna
Chief Executive Officer
8 April 2019
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Comptoir Group PLC
Annual Report 2018
Strategic Report
For the year ended 31 December 2018
The Directors present their strategic report for the year ended 31 December 2018.
Business model
The Group’s principal brand is Comptoir Libanais, which operates Lebanese and Eastern Mediterranean focused
restaurants. The restaurants seek to offer an all-day dining experience based around healthy and fresh food in a
friendly, colourful and vibrant environment, which presents value for money. Lebanese and Eastern
Mediterranean food is, in our opinion, a popular current food trend due to its flavoursome, healthy, low fat and
vegetarian-friendly ingredients as well as the ability to easily share the food with friends.
We seek to design each Comptoir Libanais restaurant with a bold and fresh design that is welcoming to all age
groups and types of consumer. Each Comptoir Libanais restaurant has posters and menus showing an artist’s
impression of Sirine Jamal al Dine, an iconic Arabian actress, providing a Middle Eastern café-culture feel. The
design of each restaurant is complemented by Comptoir Libanais’ retail offering that seeks to sell in-store a range
of Middle Eastern products, including embroidered bags, harissa tins, pastries and sweets which are unique to
Comptoir.
Shawa is a Lebanese grill-serving lean, grilled meats, rotisserie chicken, homemade falafel, halloumi and fresh
salad, through a service counter offering, located in high footfall locations, such as shopping centres.
The estimated average ‘eat in’ spend per head at Comptoir Libanais is c. £15 and the average spend at Shawa is
lower at c.£10, so our offering is positioned in the affordable or ‘value for money’ segment of the UK casual dining
market. In addition, our offering is well-differentiated and faces limited direct competition, in marked contrast to
other areas of the market.
Strategy for growth
Our strategy is to grow our owned-site operations under both the Comptoir Libanais and Shawa brands. While
Comptoir Libanais is likely to remain the principal focus of our operations, Shawa provides the opportunity to offer
our Lebanese food from a smaller footprint and therefore create greater flexibility to our roll-out plans.
We also believe that there is 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. This momentum will continue into 2019 with three new sites due to open in the second half
of the year with our franchise partner HMS Host; one site in Ashford and our second and third international sites
in Dubai and Abu Dhabi Airports. The Group have recently appointed a Franchise Manager to facilitate further
growth in this important area.
The UK food delivery market continues to grow at pace, aided by increasing technology enabling ease of ordering
and quick access to a wide offering of menus through apps such as UberEats. Comptoir entered into a new
agreement with UberEats in February 2019 and we feel confident that this will help drive further growth across
this channel through direct delivery to our customers.
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Comptoir Group PLC
Annual Report 2018
Strategic Report (continued)
Review of the business and key performance indicators (KPIs)
Group revenue increased by 16% to £34.3m (2017 – £29.6m) and the Consolidated Statement of Comprehensive
Income shows a pre-tax loss of £0.21m (2017 – £0.46m). 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 £2.1m (2017 – £1.1m).
The Board and management team use a range of performance indicators to monitor and measure the performance
of the business. However, in common with most businesses, the critical KPI’s are focused on growth in sales and
EBITDA and these are appraised against budgeted, forecast and last year’s achieved levels. Adjusted EBITDA during
the year was 83% higher than that of 2017; this included two significant high-profile site openings in 2018 and the
Group will benefit from the full-year impact of these openings in 2019 as the sites travel through their early growth
phase towards maturity. This will also offset the impact from the closure of our Comptoir Westfield site during the
first half of the year, due to the relaunch of the food court scheme and the consequent relocation of this unit
within the centre in May 2019, and the closure of the Westfield Shawa site when the lease expires towards the
end of May 2019.
In terms of non-financial KPIs, the standard of service provided to customers is monitored via the scores from a
programme of regular monthly “mystery diner” visits to our restaurants carried out by HGem and we are pleased
to report an increase of 3% in average visitor scores in 2018. This is a clear indication of our very special family
culture, which is focused on delivering consistently great experiences for our customers. We also use feedback
from health and safety audits conducted by an external-company (Food Alert) to ensure that critical operating
procedures are being adhered to.
Further explanation of the performance of the business over the year is provided in the Chairman’s Statement and
the Chief Executive’s Review.
Principal risks and uncertainties
The Board of Directors (“the Board”) has overall responsibility for identifying the most significant risks faced by
the business and for developing appropriate policies to ensure that those risks are adequately managed.
The following have been identified as the most significant risks faced by the Group, however, it should be noted
that this is not an exhaustive list and the Company has policies and procedures to address other risks facing the
business.
Consumer demand
Frequent or regular participation in the eating-out market is afforded by the consumer out of household
disposable income. Macroeconomic factors such as employment levels, interest rates and inflation can impact
disposable income and consumer confidence can dictate their willingness to spend. Any weakness in consumer
confidence could have an adverse effect on footfall and customer spend in our restaurants.
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Comptoir Group PLC
Annual Report 2018
Strategic Report (continued)
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
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.
Strategy and execution
The Group’s central strategy is to open additional new outlets under its core Comptoir Libanais and Shawa brands.
Despite making every effort, there is no guarantee that the Group will be able to secure a sufficient number of
appropriate sites to meet its growth and financial targets and it is possible that new openings may take time to
reach the anticipated levels of mature profitability or to match historical financial returns.
The Group utilises the services of external property consultants and 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.
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Comptoir Group PLC
Annual Report 2018
Strategic Report (continued)
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
8 April 2019
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Comptoir Group PLC
Annual Report 2018
Statement of Corporate Governance
The Board have elected to adopt the Quoted Companies Alliance (QCA) Corporate Governance Code in line with
the changes under the new rule 26 of the AIM Rules for Companies requiring all companies that are traded on
AIM to adopt and comply with a recognised corporate governance code. Full details of our adoption to the code
can be found at https://investors.comptoirlibanais.com/corporate-governance/.
The Board
The Board of Comptoir Group plc is the body responsible for the Group's objectives, its policies and the
stewardship of its resources. At the balance sheet date, the Board comprised four directors being Chaker Hanna,
Ahmed Kitous and Mark Carrick as executive directors and Richard Kleiner as non-executive director.
Richard Kleiner is considered by the Board to be independent. Each Director demonstrates a range of experience
and sufficient calibre to bring independent judgment on issues of strategy, risk management, performance,
resources and standards of conduct which are vital for the success of the Group.
The Board has eleven board meetings during the year. Richard Kleiner is Chairman of both the Audit and the
Remuneration Committees. The terms of reference of both these committees have been approved by the Board.
Remuneration Committee
The Remuneration Committee's responsibilities include the determination of the remuneration and options of
Directors and senior executives of the Group and the administration of the Company's option schemes and
arrangements. The Committee takes appropriate advice, where necessary, to fulfil this remit.
Audit Committee
The Audit Committee meets twice a year including a meeting with the auditors shortly before the signing of the
accounts. The terms of reference of the Audit Committee include: any matters relating to the appointment,
resignation or dismissal of the external auditors and their fees; discussion with the auditors on the nature, scope
and findings of the audit; consideration of issues of accounting policy and presentation; monitoring. The work of
the review function carried out to ensure the adequacy of accounting controls and procedures.
Nomination Committee
The Company does not have a Nomination Committee. Any Board appointments are dealt with by the Board itself.
Internal Control
The Board is responsible for the Group's system of internal control and for reviewing the effectiveness of the
system of internal control. Internal control systems are designed to meet the particular needs of a business and
manage the risks but not to eliminate the risk of failure to achieve the business objectives. By its nature, any
system of internal control can only provide reasonable, and not absolute, assurance against material misstatement
or loss.
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Comptoir Group PLC
Annual Report 2018
Statement of corporate governance (continued)
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 27 for further details on going concern.
The Group’s focus on working capital management, particularly around labour efficiency and gross margin
controls around food and drinks, coupled with the focus on investment in the continuing core estate and further
promoting brand awareness, will effect continuing cash generation and EBITDA growth.
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Comptoir Group PLC
Annual Report 2018
Report of the directors
The Directors present their report together with the audited financial statements for the year ended 31 December
2018.
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 (2017: £nil).
Principal activities
The Company’s and Group's principal activity continues to be that of the operating of restaurants with
Lebanese/Middle Eastern offering in the UK casual dining sector.
Directors
The Directors of the Group, during the year, and their shareholding, at the year-end date, were as follows:
Executive
A Kitous
C Hanna
M Carrick
Non-Executive
R Kleiner
J Kaye*
Number of ordinary
shares
Percentage
shareholding (%)
58,412,503
17,835,833
-
360,000
3,999,999
47.6%
14.5%
-
0.3%
3.3%
*J Kaye resigned as a Director on 16th July 2018.
Substantial shareholders
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).
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Comptoir Group PLC
Annual Report 2018
Report of the directors (continued)
Directors’ remuneration
The remuneration of the Directors for the year ended 31 December 2018 was as follows:
A Kitous
C Hanna
R Kleiner
M Carrick*
J Kaye**
Year ended 31 December 2018
Remuneration
£
187,500
187,500
30,000
85,238
13,540
503,778
Pension
£
1,708
1,708
-
1,008
360
4,784
Total
£
189,208
189,208
30,000
86,246
13,900
508,562
Year ended 31
December 2017
Total
£
187,756
187,756
30,000
-
25,000
430,512
* M Carrick was appointed on 16 July 2018.
** J Kaye resigned as a Director on 16 July 2018.
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 (2017: £nil) 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).
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Comptoir Group PLC
Annual Report 2018
Report of the directors (continued)
Auditors
All the current Directors have taken all reasonable steps necessary to make themselves aware of any information
needed by the Group's auditors for the purposes of their audit and to establish that the auditors are aware of that
information. The Directors are not aware of any relevant audit information of which the auditors are unaware.
UHY Hacker Young have expressed their willingness to continue in office and a resolution to re-appoint them will
be proposed at the annual general meeting.
On behalf of the board
Chaker Hanna
Chief Executive Officer
8 April 2019
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Comptoir Group PLC
Annual Report 2018
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
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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Comptoir Group PLC
Annual Report 2018
Independent auditors’ report
To the members of Comptoir Group Plc
Opinion
We have audited the financial statements of Comptoir Group Plc (the ‘Parent Company’) and its subsidiaries (the
‘Group’) for the year ended 31 December 2018 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and Parent Company Balance Sheet, the Consolidated and Parent Company Statements
of Changes in Equity, 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 the preparation of the Group’s financial statements is
applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The
financial reporting framework that has been applied in the preparation of the Parent Company’s financial
statements is FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (“FRS 102”
or “UK GAAP”) and in accordance with the provisions of the Companies Act 2006.
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the Group and Parent Company’s affairs
as at 31 December 2018 and of the Group’s loss and cash flows for the year then ended;
the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
the Parent Company financial statements have been properly prepared in accordance with FRS 102 and
as applied in accordance with the provisions of the Companies Act 2006; and
the Group financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are independent of the Group and Parent Company in
accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
P a g e 16 | 69
Comptoir Group PLC
Annual Report 2018
Independent auditors’ report (continued)
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’s or the Parent Company’s ability to continue to adopt the going
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. This is not a complete list of all
risks identified during our audit.
in
Key audit matter
Revenue recognition
The Group recognises revenue for services and
goods provided
the Group’s restaurants
(excluding value added tax and gratuities left by
customers for the benefit of employees) and is
recognised at the point of 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.
How our audit addressed the key audit matter
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 17 | 69
Independent auditors’ report (continued)
Comptoir Group PLC
Annual Report 2018
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.
Impairment of property, plant and equipment
Property, plant and equipment is a significant asset
on the Group’s balance sheet with a net book value
of £11.7m (2017 - £11.1m). The balance is primarily
comprised of leasehold buildings and fixtures,
fittings and equipment to support the group’s
restaurants.
At each reporting date the Group considers any
indication of impairment to the carrying value of its
property, plant and equipment, and other assets,
such as lease premiums and goodwill.
The assessment is based on expected future cash
flows and is carried out on each restaurant as these
are separate ‘cash generating units’.
This area has been recognised by the Board as a
critical accounting judgement and estimate. There
is also a risk that Management may unduly
influence the significant judgements and estimates
in respect of the requirement for an impairment
provision.
Onerous contracts
The Group recognises provisions for onerous
contracts when the expected benefits to be derived
by the Group from a contract are lower than the
unavoidable costs of meeting its obligation under
the contract.
We assessed Management’s process for identifying
sites with a potential
impairment and the
impairment review process and performed analysis
to challenge their assumptions on impairments.
Our audit work included, but was not restricted to,
the following:
• We reviewed Management’s assessment
of forecasted cash flows and challenged
significant movements in forecasted cash
flows on a restaurant by restaurant basis
compared to historic performance.
• We reviewed the 2018 forecasts against
the actuals to determine Management’s
historic forecasting accuracy.
• We held discussions with Management to
challenge the impairments on those
restaurants where: the headroom before
impairment was low and the forecasted
growth in cash flows was high.
Our audit work included, but was not restricted to,
the following:
• We reviewed the leases for onerous
leases and obtained evidence to support
assumptions on the leases and the
quantum of income.
We challenged Management on all restaurants
where there is negative Earnings Before Interest
Taxation and Depreciation as to if an onerous
contract provision was required.
P a g e 18 | 69
Comptoir Group PLC
Annual Report 2018
Independent auditors’ report (continued)
Our application of materiality
The scope and focus of our audit was influenced by our assessment and application of materiality. We apply the
concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements
on our audit and on the financial statements.
We define financial statement materiality as the magnitude by which misstatements, including omissions, could
reasonably be expected to influence the economic decisions taken on the basis of the financial statements by
reasonable users.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use
a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly,
misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the
nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole.
Overall materiality
We determined materiality for the financial statements as a whole to be
£102,000.
How we determine it
Based on a benchmark of 5% of Adjusted EBITDA.
Rationale for benchmarks applied
We believe Adjusted EBITDA 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
Group’s control environment, our judgement is that performance
materiality for the financial statements should be 75% of materiality, and
was set at £77,000.
Reporting threshold
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.
P a g e 19 | 69
Comptoir Group PLC
Annual Report 2018
Independent auditors’ report (continued)
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.
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.
P a g e 20 | 69
Comptoir Group PLC
Annual Report 2018
Independent auditors’ report (continued)
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained
in the course of the audit, we have not identified material misstatements in the strategic report or the directors’
report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires
us to report to you if, in our opinion:
•
•
adequate accounting records have not been kept by the Parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns;
or
•
certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the group or Parent
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
P a g e 21 | 69
Comptoir Group PLC
Annual Report 2018
Independent auditors’ report (continued)
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with part 3 of Chapter 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent
Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions
we have formed.
Colin Wright (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
Chartered Accountants and Statutory Auditor
UHY Hacker Young
4 Thomas More Square
London E1W 1YW
8 April 2019
P a g e 22 | 69
Consolidated statement of comprehensive income
For the year ended 31 December 2018
Comptoir Group PLC
Annual Report 2018
Revenue
Cost of sales
Gross profit
Distribution expenses
Administrative expenses
Other income
Profit from sale of freehold property
Operating (loss)/profit
Finance costs
(Loss)/profit before tax
Taxation charge
(Loss)/profit for the year
Other comprehensive income
Total comprehensive (loss)/income for the year
Basic (loss)/earnings per share (pence)
Diluted (loss)/earnings per share (pence)
Adjusted EBITDA:
Operating (loss)/profit – as above
Add back:
Depreciation and amortisation
Profit from sale of freehold property
Impairment of assets
Share-based payments – expense/(credit)
EBITDA
Restaurant opening costs
Adjusted EBITDA
Notes
2
2
2
3
6
7
8
8
10, 11
2
10, 11
22
3
Year ended 31
December 2018
£
Year ended 31
December 2017
£
34,331,309
29,581,696
(9,630,294)
(8,275,701)
24,701,015
21,305,995
(9,108,884)
(8,424,399)
(15,757,252)
(13,636,697)
-
-
6,293
1,266,086
(165,121)
517,278
(41,758)
(60,420)
(206,879)
456,858
(108,427)
(57,746)
(315,306)
399,112
-
-
(315,306)
399,122
(0.26)
(0.26)
0.39
0.39
(165,121)
517,278
1,496,891
-
259,205
28,745
1,619,720
433,506
2,053,226
1,521,586
(1,266,086)
1,825
(162,620)
611,983
509,704
1,121,687
All of the above results are derived from continuing operations. (Loss)/profit for the year and total comprehensive
(loss)/income for the year is entirely attributable to the equity shareholders of the Company.
P a g e 23 | 69
Consolidated balance sheet
At 31 December 2018
Notes
31 December 2018
£
31 December 2017
£
Comptoir Group PLC
Annual Report 2018
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
Total equity – attributable to equity
shareholders of the company
11
10
18
13
14
16
15
16
17
18
19
20
11,747,036
889,828
168,176
12,805,040
706,741
2,550,223
4,624,673
7,881,637
11,104,026
1,009,892
148,822
12,262,740
606,652
2,380,619
5,627,341
8,614,612
20,686,677
20,877,352
(427,179)
(5,706,116)
(158,024)
(6,291,319)
(315,953)
(60,892)
(172,380)
(549,225)
(669,778)
(5,053,198)
(148,163)
(5,871,139)
(706,711)
(48,036)
(118,772)
(873,519)
(6,840,544)
(6,744,658)
13,846,133
14,132,694
1,226,667
10,050,313
28,745
2,540,408
1,226,667
10,050,313
316,590
2,539,124
13,846,133
14,132,694
The financial statements of Comptoir Group PLC (company registration number 07741283) were approved by
the Board of Directors and authorised for issue on 8 April 2019 and were signed on its behalf by:
Chaker Hanna
Chief Executive Officer
P a g e 24 | 69
Comptoir Group PLC
Annual Report 2018
Consolidated statement of changes in equity
For the year ended 31 December 2018
Share
capital
£
Share
premium
£
Other
reserves
£
Retained
earnings
£
Total
equity
£
Notes
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
Year ended 31 December 2018
At 1 January 2018
1,226,667 10,050,313
316,590
2,539,124 14,132,694
Loss for the year
Total comprehensive loss
Transactions with owners
Share-based payments
Cancellation of existing EMI
share option scheme
Total transactions with owners
22
22
-
-
-
-
-
-
-
-
-
-
-
-
(315,306)
(315,306)
(315,306)
(315,306)
28,745
-
28,745
(316,590)
(287,845)
316,590
316,590
-
28,745
At 31 December 2018
1,226,667 10,050,313
28,745
2,540,408 13,846,133
P a g e 25 | 69
Consolidated statement of cash flows
For the year ended 31 December 2018
Notes
23
11
10
2
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
Proceeds from sale of property
Net cash used in investing activities
Financing activities
Proceeds from issue of shares, net of issue costs
Capital element of finance leases paid
Bank loan repayments
Net cash (outflow)/inflow from financing activities
(Decrease)/Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Comptoir Group PLC
Annual Report 2018
Year ended 31
December 2018
£
Year ended 31
December 2017
£
2,200,163
(41,758)
(64,312)
2,094,093
1,626,031
(60,420)
(15,950)
1,549,661
(2,279,042)
-
-
(2,279,042)
(2,772,518)
(14,982)
2,652,278
(135,222)
-
-
(633,357)
(633,357)
(818,306)
5,442,979
3,851,293
(21,921)
(614,039)
3,215,333
4,629,772
813,207
Cash and cash equivalents at end of year
4,624,673
5,442,979
Cash and cash equivalents:
Cash at bank and in hand
Bank overdraft (note 15)
15
4,624,673
-
5,627,341
(184,362)
P a g e 26 | 69
Comptoir Group PLC
Annual Report 2018
Principal accounting policies for the consolidated
financial statements
For the year ended 31 December 2018
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 717B North Circular Road, London, England, NW2 7AH.
The consolidated financial statements of the Company for the year ended 31 December 2018 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 and its interpretations adopted by the International Accounting Standards Board (IASB), as adopted by
the European Union (IFRSs). 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 53 to 65.
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 2018 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 27 | 69
Comptoir Group PLC
Annual Report 2018
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 £259,205 (2017: £1,825) was required in the year ended 31 December 2018.
P a g e 28 | 69
Comptoir Group PLC
Annual Report 2018
Principal accounting policies for the consolidated
financial statements (continued)
Lease classification
The Group has a substantial amount of property 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.
IFRS 16 ‘Leases’ supersedes IAS 17 ‘Leases’ and will be effective for the Group from 1 January 2019. The
standard requires lessees to recognise a right of use asset and corresponding liability for all leases unless
the lease term is 12 months or less, or the underlying asset is of low value.
From the work performed to date and based on the undiscounted lease commitments presented in note
27, it is anticipated that implementation of the new standard will have a significant impact on the reported
assets and liabilities of the Group. In addition, the implementation of the standard will impact the income
statement and classification of cash flows. A reliable estimate of the financial impact on the Group's results
is dependent on a number of unresolved areas, including; choice of transition option, refinement of
approach to discount rates, estimates of lease-term for leases with options to break and renew and
conclusion of data collection.
P a g e 29 | 69
Comptoir Group PLC
Annual Report 2018
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 2018.
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 30 | 69
Comptoir Group PLC
Annual Report 2018
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 31 | 69
Comptoir Group PLC
Annual Report 2018
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 32 | 69
Comptoir Group PLC
Annual Report 2018
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 33 | 69
Comptoir Group PLC
Annual Report 2018
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 34 | 69
Comptoir Group PLC
Annual Report 2018
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 35 | 69
Comptoir Group PLC
Annual Report 2018
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.
P a g e 36 | 69
Comptoir Group PLC
Annual Report 2018
Notes to the consolidated financial statements
For the year ended 31 December 2018
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
2018
£
Year ended
31 December
2017
£
34,331,309
29,581,696
Other income not included within revenue in the income statement:
Profit from sale of freehold property
Other income
Total income for the year
-
-
34,331,309
1,266,086
6,293
30,854,075
3. Group operating loss
This is stated after charging/(crediting):
Operating lease charges
Share-based payments expense/(credit) (see note 22)
Profit from sale of freehold property
Restaurant opening costs
Amortisation of intangible assets (see note 10)
Depreciation of property, plant and equipment (see note 11)
Impairment of assets (see note 11)
Exchange gain
Auditors’ remuneration (see note 4)
Year ended
31 December 2018
£
Year ended
31 December
2017
£
4,051,904
28,745
-
433,506
117,778
1,379,113
259,205
-
50,000
3,417,211
(162,620)
(1,266,086)
509,704
126,111
1,395,475
1,825
(412)
50,000
P a g e 37 | 69
Comptoir Group PLC
Annual Report 2018
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
2018
£
139,858
293,648
433,506
Year ended
31 December
2017
£
179,152
330,552
509,704
Year ended
31 December
2018
£
Year ended
31 December
2017
£
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
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
15,000
15,000
50,000
P a g e 38 | 69
Notes to the consolidated financial statements
(continued)
5. Staff costs and numbers
Comptoir Group PLC
Annual Report 2018
(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
2018
£
Year ended
31 December
2017
£
11,288,001
41,589
10,636,242
27,662
627,336
28,745
169,974
12,155,645
803,950
(162,620)
99,266
11,404,500
(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
591
123
714
576
87
663
460,238
4,423
43,901
508,562
374,615
897
55,000
430,512
Directors’ remuneration disclosed above include the following amounts paid to the highest paid director:
Emoluments
Money purchase (and other) pension contributions
187,500
1,708
187,308
448
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
2018
£
Year ended
31 December
2017
£
-
41,758
41,758
251
60,169
60,420
P a g e 39 | 69
Comptoir Group PLC
Annual Report 2018
Notes to the consolidated financial statements
(continued)
7. Taxation
The major components of income tax for the years ended 31 December 2018 and 2017 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
2018
£
Year ended
31 December
2017
£
93,543
(19,370)
70,087
-
34,369
(115)
(24,498)
12,157
108,427
57,746
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% (2017: 19.25%)
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
2018
£
(206,879)
(39,307)
Year ended
31 December
2017
£
456,858
87,945
112,091
81,187
-
(19,370)
-
(26,174)
108,427
(59,958)
41,850
(4,114)
-
(552)
(7,425)
57,746
P a g e 40 | 69
Comptoir Group PLC
Annual Report 2018
Notes to the consolidated financial statements
(continued)
8. (Loss)/earnings per share
On 1 January 2017 the company had 96,000,000 shares in issue. 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.
On 4 July 2018 the company granted 4,890,000 approved options to key employees under a new Company Share
Option Plan (“CSOP”). For further details see note 22.
The basic and diluted (loss)/earnings per share figures, is based on the weighted average number of shares in issue
during the period.
The basic and diluted (loss)/earnings per share figures are set out below:
(Loss)/profit attributable to shareholders
Weighted average number of shares
For basic earnings per share
Adjustment for options outstanding
For diluted earnings per share
(Loss)/earnings per share:
Basic (pence)
From (loss)/profit for the year
Diluted (pence)
From (loss)/profit for the year
Year ended
31 December 2018
£
Year ended
31 December 2017
£
(315,306)
399,112
2018
Number
2017
Number
122,666,667
116,429
122,783,096
102,940,639
-
102,940,639
2018
Pence per share
2017
Pence per share
(0.26)
(0.26)
0.39
0.39
Diluted (loss)/earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders
by the weighted average number of shares and ‘in the money’ share options in issue. Share options are classified
as ‘in the money’ if their exercise price is lower than the average share price for the period. As required by IAS 33
‘Earnings Per Share’, this calculation assumes that the proceeds receivable from the exercise of ‘in the money’
options would be used to purchase share options in the open market in order to reduce the number of new shares
that would need to be issued.
P a g e 41 | 69
Comptoir Group PLC
Annual Report 2018
Notes to the consolidated financial statements
(continued)
9. Dividends
No dividends were paid or declared in the year ended 31 December 2018 (2017: £nil).
10. Intangible assets
Group
Cost
At 1 January 2018
Additions
At 31 December 2018
Accumulated amortisation
At 1 January 2018
Amortised during the year
Impairments
At 31 December 2018
Net Book Value as at
31 December 2017
Net Book Value as at
31 December 2018
Lease premiums
£
Goodwill
£
Total
£
1,075,000
-
1,075,000
155,069
117,778
-
272,847
919,931
802,153
89,961
-
89,961
-
-
2,286
2,286
1,164,961
-
1,164,961
155,069
117,778
2,286
275,133
89,961
1,009,892
87,675
889,828
Goodwill arising on business combinations is not amortised but is subject to an impairment test annually which
compares the goodwill’s ‘value in use’ to its carrying value. During the year, 100% of the goodwill allocated to Yalla
Yalla Greenwich was impaired due to the closing of the pop-up store. The remaining goodwill related to Yalla Yalla
Soho and Yalla Yalla Winsley Street. No impairment of goodwill was considered necessary in relation to either of
these sites.
P a g e 42 | 69
Notes to the consolidated financial statements
(continued)
11. Property, plant and equipment
Comptoir Group PLC
Annual Report 2018
Group
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
Cost
At 1 January 2018
Additions
Disposals
At 31 December 2018
Accumulated depreciation
and impairment
At 1 January 2018
Depreciation during the year
Impairment during the year
At 31 December 2018
Net Book Value as at
31 December 2017
Net Book Value as at
31 December 2018
Freehold
land and
buildings
£
Leasehold
Land and
buildings
£
Plant
and
machinery
£
Fixture,
fittings &
equipment
£
Motor
Vehicles
£
Total
£
1,562,015
-
(1,562,015)
8,385,944
1,576,517
-
3,973,629
670,561
-
2,139,835
510,320
-
-
15,120
-
16,061,423
2,772,518
(1,562,015)
-
9,962,461
4,644,190
2,650,155
15,120
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
9,962,461
-
1,527,866
-
-
-
- 11,490,327
4,644,190
305,327
-
4,949,517
2,650,155
445,849
-
3,096,004
15,120
-
-
15,120
17,271,926
2,279,042
-
19,550,968
-
-
-
-
-
3,492,423
702,274
140,536
1,777,015
465,321
15,563
895,438
209,099
100,820
4,335,233
2,257,899
1,205,357
3,024
2,419
-
5,443
6,167,900
1,379,113
256,919
7,803,932
6,470,038
2,867,175
1,754,717
12,096
11,104,026
7,155,094
2,691,618
1,890,647
9,677
11,747,036
P a g e 43 | 69
Notes to the consolidated financial statements
(continued)
Comptoir Group PLC
Annual Report 2018
Assets held under finance leases
Cost
At 1 January
Additions
Legal ownership transferred
Cost as at 31 December
Accumulated depreciation
At 1 January
Depreciation during the year
Impairment during the year
Legal ownership transferred
Accumulated depreciation as at 31
December
Net book value at the year end
Group
31 December
2018
£
31 December
2017
£
-
-
-
-
-
-
-
-
-
-
315,618
-
(315,618)
-
203,608
-
-
(203,608)
-
-
Legal ownership transferred relates to plant and machinery and fixtures, fittings and equipment held under
finance lease that has subsequently been purchased outright during the year ended 31 December 2017.
P a g e 44 | 69
Comptoir Group PLC
Annual Report 2018
Notes to the consolidated financial statements
(continued)
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
2018
2017
2018
2017
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%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
P a g e 45 | 69
Notes to the consolidated financial statements
(continued)
13. Inventories
Comptoir Group PLC
Annual Report 2018
Group
31 December
2018
£
31 December
2017
£
Finished goods and goods for resale
706,741
606,652
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)
Total borrowings
Group
31 December
2018
£
31 December
2017
£
884,130
426,163
1,239,930
2,550,223
699,506
499,046
1,182,067
2,380,619
Group
31 December
2018
£
31 December
2017
£
1,864,398
-
2,753,070
1,045,439
43,209
5,706,116
1,729,877
184,362
2,234,435
877,185
27,339
5,053,198
Group
31 December
2018
£
743,132
743,132
31 December
2017
£
1,376,489
1,376,489
P a g e 46 | 69
Comptoir Group PLC
Annual Report 2018
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 £743,132 represent amounts repayable within one year of £427,179 and amounts totalling £315,953
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 2019 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 2018
Provision in the year (net of releases)
Total at 31 December 2018
Group
31
December
2018
£
60,892
60,892
31
December
2017
£
48,036
48,036
£
£
48,036
35,050
12,986
12,856
48,036
60,892
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
2018
£
Liabilities
2017
£
Assets
2018
£
Assets
2017
£
Accelerated capital allowances
Tax losses
Share-based payments
172,380
-
-
172,380
118,772
-
-
118,772
-
162,714
5,462
168,176
-
148,822
-
148,822
P a g e 47 | 69
Comptoir Group PLC
Annual Report 2018
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 (liability)/asset at year end
Group
2018
£
Group
2017
£
30,050
(34,253)
(4,203)
17,708
12,342
30,050
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 2018
122,666,667
-
122,666,667
Year ended 31
December 2017
96,000,000
26,666,667
122,666,667
Nominal value
Year ended 31
December 2018
£
1,226,667
-
1,226,667
Year ended 31
December 2017
£
960,000
266,667
1,226,667
The Company had 96,000,000 ordinary shares of £0.01 each in issue as 1 January 2017. 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 £28,745 (2017 - £ 316,590) 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 48 | 69
Comptoir Group PLC
Annual Report 2018
Notes to the consolidated financial statements
(continued)
21. Retirement benefit schemes
Defined contribution schemes
Charge to profit and loss
31 December 2018
£
31 December 2017
£
169,974
99,266
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 4 July 2018, the Group established a Company Share Option Plan (“CSOP”) under which 4,890,000 share
options were granted to key employees. On the same day, the options which had been granted under the Group’s
existing EMI share option scheme were cancelled.
The new CSOP scheme includes all subsidiary companies headed by Comptoir Group PLC. The exercise price of all
of the options is £0.1025 and the term to expiration is 3 years from the date of grant, being 4 July 2018. All of the
options have the same vesting conditions attached to them.
A share-based payment charge of £28,745 was recognised during the year in relation to the new scheme and this
amount is included within administrative expenses and added back in calculating adjusted EBITDA. A credit of
£316,590 was recognised directly in equity in respect of the cancellation of the old scheme.
EMI options
Options outstanding, beginning of year
Granted
Cancelled
Options outstanding, end of year
Options exercisable, end of year
CSOP options
Options outstanding, beginning of year
Granted
Cancelled
Options outstanding, end of year
Options exercisable, end of year
No. of shares
1,830,000
-
(1,830,000)
-
-
-
4,890,000
-
4,890,000
-
Year ended 31
December
2018
Average
Exercise price
£
0.50
-
0.50
-
-
-
0.1025
-
0.1025
-
Year ended 31
December
2017
Average
Exercise price
£
0.50
-
0.50
0.50
0.50
-
-
-
-
-
No. of shares
2,770,000
-
(940,000)
1,830,000
1,830,000
-
-
-
-
-
P a g e 49 | 69
Comptoir Group PLC
Annual Report 2018
Notes to the consolidated financial statements
(continued)
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 10-year Gilt yield.
On grant date
0.1%
3 years
51.3%
0%
£0.03527
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 50 | 69
Notes to the consolidated financial statements
(continued)
23. Reconciliation of (loss)/profit to cash generated from operations
Comptoir Group PLC
Annual Report 2018
(Loss)/profit for the year
Income tax expense/(credit)
Finance costs
Depreciation
Amortisation of intangible assets
Impairment of assets
Share-based payment charge/(credit)
Profit on disposal of property
Movements in working capital
Increase in inventories
Increase in trade and other receivables
Increase in payables and provisions
Year ended 31
December 2018
£
Year ended 31
December 2017
£
(315,306)
108,427
41,758
1,379,113
117,778
259,205
28,745
-
(100,089)
(169,604)
850,136
399,112
57,746
60,420
1,395,475
126,111
1,825
(162,620)
(1,266,086)
(126,822)
(183,303)
1,324,173
Cash from operations
2,200,163
1,626,031
24. Reconciliation of changes in cash to the movement in net cash/(debt)
Net cash/(debt):
Year ended 31
December 2018
£
Year ended 31
December 2017
£
At the beginning of the year
4,066,490
(1,199,242)
Movements in the year:
Repayment of loan borrowings
Hire purchase lease payments
Non-cash movements in the year
Cash (outflow)/inflow
At the end of the year
675,115
-
(41,758)
(818,306)
3,881,541
674,207
22,172
(60,420)
4,629,773
4,066,490
P a g e 51 | 69
Comptoir Group PLC
Annual Report 2018
Notes to the consolidated financial statements
(continued)
Represented by:
At 1 January
2017
Cash and cash equivalents
Overdraft
Bank loans
Hire purchase liabilities
£
813,206
-
(1,990,527)
(21,921)
(1,199,242)
Cash flow
movements in
the year
£
Non- cash flow
movements in
the year
£
4,814,135
(184,362)
674,207
22,172
5,326,152
-
-
(60,169)
(251)
(60,420)
At 31
December
2017
£
5,627,341
(184,362)
(1,376,489)
-
4,066,490
At 1 January
2018
£
5,627,341
(184,362)
(1,376,489)
4,066,490
Cash flow
movements in
the year
£
Non- cash flow
movements in
the year
£
At 31
December
2018
£
(1,002,668)
184,362
675,115
(143,191)
-
-
(41,758)
(41,758)
4,624,673
-
(743,132)
3,881,541
Cash and cash equivalents
Overdraft
Bank loans
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 52 | 69
Notes to the consolidated financial statements
(continued)
Comptoir Group PLC
Annual Report 2018
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
Bank loan
Short -term financial liabilities
Bank loan
31 December 2018
£
31 December 2017
£
4,624,672
2,550,223
7,174,895
5,627,341
2,380,619
8,007,960
31 December 2018
£
31 December 2017
£
5,706,116
427,179
6,133,295
315,953
5,053,198
669,778
5,722,976
706,711
Long-term financial liabilities
Total financial liabilities
*The loans held in the subsidiaries typically have the interest rate of 3.25% per annum over base rate.
315,953
6,449,248
706,711
6,429,687
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 2018
Within one year
Within two to five years
After five years
Less future interest payments
Total
As at 31 December 2017
Within one year
Within two to five years
After five years
Overdraft
£
Trade and other
payables *
£
Bank
Loans
£
-
-
-
-
-
184,362
-
-
5,706,116
-
-
-
5,706,116
5,053,198
-
-
447,400
323,048
-
(27,315)
743,133
709,906
733,163
-
Less future interest payments
-
-
(66,580)
Total
*excluding corporation tax
184,362
5,053,198
1,376,489
P a g e 53 | 69
Comptoir Group PLC
Annual Report 2018
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, interest rate risk and investment risk. The Group does not have a material exposure to foreign
currency risk. The board reviews policies for managing each of these risks, and they are summarised as follows:
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
losses to the Group. Counterparties for cash balances are with large established financial institutions. The Group
is exposed to credit related losses in the event of non-performance by the financial institutions but does not expect
them to fail to meet their obligations.
As a retail business with trading receipts settled either by cash or credit and debit cards, there is very limited
exposure from customer transactions. The Group is exposed to credit risk in respect of commercial discounts
receivable from suppliers but the Directors believe adequate provision has been made in respect of doubtful debts
and there are no material amounts past due that have not been provided against.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses,
represents the Group's maximum exposure to credit risk
Liquidity risk
The Group has built an appropriate mechanism to manage liquidity risk of the short, medium and long-term
funding and liquidity management requirements. Liquidity risk is managed through the maintenance of adequate
cash reserves and bank facilities by monitoring forecast and actual cash flows and matching the maturity profiles
of financial assets and liabilities. The Group's loan facilities (as set out in note 16), ensure continuity of funding,
provided the Group continues to meet its covenant requirements (as detailed in the report of the Directors).
P a g e 54 | 69
Comptoir Group PLC
Annual Report 2018
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
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 2018
£
31 December 2017
£
3,689,182
12,604,760
18,896,986
35,190,928
3,465,376
10,839,071
16,001,475
30,305,922
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.
P a g e 55 | 69
Comptoir Group PLC
Annual Report 2018
Notes to the consolidated financial statements
(continued)
28. Contingent liabilities
The Group had no contingent liabilities at 31 December 2018 or 31 December 2017.
29. Capital commitments
The Group had capital commitments of £0.6m at 31 December 2018 (2017 - £1.5m) in relation to one new site
opening and the re-positioned site in Westfield, West London.
30. Related party transactions
Remuneration in respect of key management personnel, defined as the Directors for this purpose, is disclosed in
note 5. Further information concerning the Directors' remuneration is provided in the Directors' remuneration
report.
During the year, the Group paid fees to the following related parties:
P Hanna
M Kitous
L Kitous
Remuneration
Expenses
Total
23,000
25,071
10,562
58,633
2,944
144
5,100
8,188
25,944
25,215
15,662
66,821
During the year, the Group also paid fees of £30,000 (2017: £25,000) to Messrs Gerald Edelman, a firm in which
director R Kleiner is a partner, in respect of part of his non-executive director fees. In addition, the Group paid
further amounts totalling £28,740 to Messrs Gerald Edelman, in respect of accountancy and corporate finance
services provided to the Group.
Mark Carrick, Finance Director, was granted 1,000,000 share options as part of the new CSOP share scheme on
4th July 2018. The share options have a vesting period of three years from the grant date and can be exercised at
10.25p.
31. Subsequent events
On 31 March 2019, operations ceased at Shawa Oxford and the Group exited the lease. This led to an
impairment charge of £256,919 being recognised against the assets connected with this site.
P a g e 56 | 69
Comptoir Group PLC
Annual Report 2018
Parent Company accounts (under UK GAAP)
Company balance sheet as at 31 December 2018
Notes
31 December 2018
£
31 December 2017
£
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
17,983
-
69,098
30,125
117,206
16,386,841
127,997
16,514,838
22,944
-
80,380
317,970
421,294
14,475,913
1,214,011
15,689,924
16,632,044
16,111,218
(3,360,831)
(3,360,831)
(2,541,691)
(2,541,691)
(912)
(6,244)
(3,361,743)
(2,547,935)
13,270,301
13,563,283
1,226,667
10,050,313
28,745
1,964,576
1,226,667
10,050,313
316,590
1,969,713
13,270,301
13,563,283
The financial statements of Comptoir Group Plc (company registration number 07741283) were approved by the
Board of Directors and authorised for issue on 8 April 2019 and were signed on its behalf by:
Chaker Hanna
Chief Executive Director
P a g e 57 | 69
Comptoir Group PLC
Annual Report 2018
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 58 | 69
Comptoir Group PLC
Annual Report 2018
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 59 | 69
Comptoir Group PLC
Annual Report 2018
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 loss of £38,279. 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 2018
Additions
At 31 December 2018
Accumulated depreciation and
impairment
At 1 January 2018
Depreciation during the year
At 31 December 2018
Net Book Value as at
31 December 2017
Net Book Value as at
31 December 2018
Leasehold
Land and
buildings
£
Plant
and
machinery
£
Fixture,
fittings &
equipment
£
Total
£
11,290
-
11,290
7,642
2,258
9,900
26,655
-
26,655
11,194
2,319
13,513
5,555
-
5,555
1,720
384
2,104
43,500
-
43,500
20,556
4,961
25,517
3,648
15,461
3,835
22,944
1,390
13,142
3,451
17,983
P a g e 60 | 69
Company financial statements – under UK GAAP
Notes to the financial statements (continued)
iv) Investment property
Comptoir Group PLC
Annual Report 2018
Fair value at 1 January 2017
Additions
Revaluations
Disposals (see below)
At 31 December 2017
Fair value at 1 January 2018
Additions
Revaluations
Disposals (see below)
At 31 December 2018
£
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 2018
Additions during the year
At 31 December 2018
Accumulated amortisation and
impairment
At 1 January 2018
Amortisation during the year
Impairments
At 31 December 2018
Net Book Value as at
31 December 2017
Net Book Value as at
31 December 2018
Total
£
89,961
-
89,961
9,581
8,996
2,286
20,863
80,380
69,098
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Comptoir Group PLC
Annual Report 2018
Company financial statements – under UK GAAP
Notes to the financial statements (continued)
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.
vi) Investments in subsidiary undertakings
Cost
At 31 December 2017
Credit on cancellation of existing share scheme
Share-based payment charge on new share scheme
At 31 December 2018
Amounts written off
31 December 2017
31 December 2018
Net book value at 31 December 2017
Net book value at 31 December 2018
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
£
316,590
(316,590)
28,745
28,745
-
-
316,590
28,745
Total
£
317,970
(316,590)
28,745
30,125
-
-
317,970
30,125
Year ended
31 December
2018
£
Year ended
31 December
2017
£
286,278
16,099,285
16,385,563
294,610
14,328,732
14,623,342
1,278
1,278
16,386,841
14,624,620
Total
£
6,244
(5,332)
912
P a g e 62 | 69
Company financial statements – under UK GAAP
Notes to the accounts (continued)
ix) Creditors
Comptoir Group PLC
Annual Report 2018
Trade creditors
Amounts due to group undertakings
Other creditors
Corporation tax
Total
x) Share capital and reserves
Year ended
31 December
2018
£
Year ended
31 December
2017
£
-
3,359,361
1,470
-
3,360,831
29,420
2,479,207
1,470
31,594
2,541,691
At 1 January 2018
Share-based payment charge
Cancellation of Existing EMI
share option scheme
Total comprehensive loss for
the year
At 31 December 2018
Share
capital
£
Share
premium
£
Other
reserves
£
Retained
earnings
£
Total
£
1,226,667
-
-
10,050,313
-
-
316,590
28,745
(316,590)
1,969,713
-
-
13,563,283
28,745
(316,590)
-
-
-
(5,137)
(5,137)
1,226,667
10,050,313
28,745
1,964,576
13,270,301
Details of share issues during the year are given in note 20 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 2018.
xii) Capital commitments
The Company had capital commitments of £0.6m at 31 December 2018 (2017 - £1.5m) in relation to one new
site opening and the re-positioned site in Westfield, West London.
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.
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Comptoir Group PLC
Annual Report 2018
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 affecting the Parent Company which the Directors consider require
disclosure within these financial statements.
P a g e 64 | 69
Comptoir Group PLC
Annual Report 2018
Notice of Annual General Meeting
Comptoir Group PLC
Registered in England and Wales with no. 7741283
Notice is hereby given that the 2019 Annual General Meeting of Comptoir Group Plc will be held at 73, Cornhill,
London EC3V 3QQ on 28 May 2019 at 11.30 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:
• THAT, the Company's annual accounts for the year ended 31 December 2018, together with the report of
the auditors and the directors thereon, be received and adopted.
• THAT, Richard Kleiner, who retires in accordance with the Company's articles of association, be re-elected
as a director.
• THAT, Mark Carrick, who retires in accordance with the Company's articles of association, be re-elected
as a director.
• THAT, UHY Hacker Young LLP be re-appointed as auditors to the Company until the conclusion of the next
Annual General Meeting at which accounts of the Company are presented and the directors be authorised
to fix their remuneration.
SPECIAL BUSINESS
As special business to consider and, if thought fit, to pass the following resolutions, of which resolution 5 will be
proposed as an ordinary resolution and resolution 6 as a special resolution:
1. THAT, the directors be and they are generally and unconditionally authorised for the purposes of section
551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares, or
to grant rights to subscribe for or to convert any securities into shares, of up to an aggregate nominal
amount of £96,000 during the period commencing on the passing of this resolution and expiring on the
date of the next annual general meeting of the Company (unless previously revoked, varied or extended
by the Company in general meeting), but so that the Company may before such expiry make an offer or
agreement which would or might require shares to be allotted, or rights to subscribe for or to convert any
securities into shares to be granted, after such expiry and the directors may allot shares, or grant rights
to subscribe for or to convert any securities into shares, in pursuance of such offer or agreement
notwithstanding that the authority conferred by this resolution has expired. This authority is in
substitution for all subsisting authorities, to the extent unused.
2. THAT, the directors be and they are empowered during the period commencing on the passing of this
resolution and expiring on the date of the next annual general meeting of the Company (unless previously
revoked, varied or extended by the Company in general meeting) pursuant to section 570(1) of the Act to
allot equity securities (within the meaning of section 560(1) of the Act) wholly for cash pursuant to the
authority conferred by resolution 5 above as if section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to:
(i)
(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 65 | 69
Comptoir Group PLC
Annual Report 2018
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
3 May 2019
Registered Office: 717b North Circular Road, London, England, NW2 7AH
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Comptoir Group PLC
Annual Report 2018
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 23 May 2019. 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 11.30 a.m.
(UK time) on 28 May 2019 so that their shareholding may be checked against the Company’s Register of
Members and attendances recorded.
3.
Shareholders are entitled to appoint another person as a proxy to exercise all or part of their rights to
attend and to speak and vote on their behalf at the Meeting.
4.
5.
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; or
•
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, it must be submitted and received by Link Asset Services by
11.30 a.m. on 23 May 2019, which is not less than 48 hours (excluding non-working holidays) before the
time appointed for the meeting, or adjourned meeting.
8.
If you return more than one proxy appointment, the appointment received last by the Registrar before
the latest time for the receipt of proxies will take precedence. You are advised to read the terms and
conditions of use carefully. Electronic communication facilities are open to all shareholders and those
who use them will not be disadvantaged.
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Comptoir Group PLC
Annual Report 2018
9. The return of a completed proxy, will not prevent a shareholder from attending the Meeting and voting
in person if he/she wishes to do so.
10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures
described in the CREST Manual (available from www.euroclear.com/site/public/EUI). CREST Personal
Members or other CREST sponsored members, and those CREST members who have appointed a service
provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST
message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK &
Ireland Limited’s specifications and must contain the information required for such instructions, as
described in the CREST Manual. The message must be transmitted so as to be received by the issuer’s
agent (ID RA10) by 11.30 a.m. on 23 May 2019, which is not less than 48 hours (excluding non-working
holidays) before the time appointed for the meeting, or adjourned meeting. For this purpose, the time of
receipt will be taken to mean the time (as determined by the timestamp applied to the message by the
CREST application host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST
in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed
through CREST should be communicated to the appointee through other means.
11. CREST members and, where applicable, their CREST sponsors or voting service providers should note that
Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular
message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST
Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST
member is a CREST personal member, or sponsored member, or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be
necessary to ensure that a message is transmitted by means of the CREST system by any particular time.
In this connection, CREST members and, where applicable, their CREST sponsors or voting system
providers are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
12. Any corporation which is a shareholder can appoint one or more corporate representatives who may
exercise on its behalf all of its powers as a shareholder provided that no more than one corporate
representative exercises powers in relation to the same shares.
13. As at 2 May 2019 (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 2 May 2019 are 122,666,667.
14. Under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out
in that section have the right to require the Company to publish on a website a statement setting out any
matter relating to: (i) the audit of the Company’s financial statements (including the Auditor’s Report and
the conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstances connected with
an auditor of the Company ceasing to hold office since the previous meeting at which annual financial
P a g e 68 | 69
Comptoir Group PLC
Annual Report 2018
statements and reports were laid in accordance with Section 437 of the Companies Act 2006 (in each
case) that the shareholders propose to raise at the relevant meeting. The Company may not require the
shareholders requesting any such website publication to pay its expenses in complying with Sections 527
or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website
under Section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor
not later than the time when it makes the statement available on the website. The business which may
be dealt with at the Meeting for the relevant financial year includes any statement that the Company has
been required under Section 527 of the Companies Act 2006 to publish on a website.
15. Any shareholder attending the Meeting has the right to ask questions. The Company must cause to be
answered any such question relating to the business being dealt with at the Meeting but no such answer
need be given if: (a) to do so would interfere unduly with the preparation for the Meeting or involve the
disclosure of confidential information; (b) the answer has already been given on a website in the form of
an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the
Meeting that the question be answered.
The following documents are available for inspection during normal business hours at the registered office
of the Company on any business day from the date of this Notice until the time of the Meeting and may
also be inspected at the Meeting venue, as specified in this Notice, from am on the day of the Meeting
until the conclusion of the Meeting:
Copies of the Directors’ letters of appointment or service contracts.
16. You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006)
provided in either this Notice or any related documents (including the form of proxy) to communicate
with the Company for any purposes other than those expressly stated.
17. A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be
found on the Company’s website at www.comptoirlibanais.com.
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