TIDMCOM
RNS Number : 3983B
Comptoir Group PLC
10 June 2021
10 June 2021
Comptoir Group Plc
("Comptoir", the "Group" or the "Company")
Annual Report for the Year Ended 31 December 2020
Highlights:
-- Group revenue of GBP12.5m down by 62.6% (2019: GBP33.4m)
-- Gross profit of GBP9.3m down by GBP15.5m (2019: GBP24.9m).
-- Adjusted EBITDA* before highlighted items of GBP1.4m down by 73.5% (2019: GBP5.3m).
-- IFRS loss after tax of GBP8.1m (2019: GBP0.7m loss).
-- Net cash and cash equivalents at the period end of GBP7.8m (31 December 2019: GBP5.1m).
-- The basic loss per share for the year was 6.6pence (2019:
basic loss per share 0.54 pence).
-- Currently own and operate 23 restaurants, with a further 4 franchise restaurants.
Note that these results are impacted by COVID-19 related
closures affecting all restaurants in the Group from 19th March
2020.
*Adjusted EBITDA was calculated from the profit/(loss) before
taxation adding back interest, depreciation, share-based payments
and non-recurring costs (note 10,11). The Group has applied IFRS 16
Leases that result in the restatement of the previous financial
statements (note 2).
Richard Kleiner, Non-Executive Chairman, said: "It has been an
unprecedented year that has bought with it considerable challenges.
However, the team has navigated these challenges incredibly well.
All of our team members have worked tirelessly with incredible
dedication and passion to ensure we emerge focused and ready to
serve our customers once again. During the periods of closure,
costs were minimised, suppliers and landlords actively engaged and
more importantly, the relationship with our restaurant team and our
customers remained as strong as ever.
The Comptoir brand has cemented its strength during the pandemic
with its excellent quality, healthy food served all served in the
safest possible environment, whilst retaining the genuine feel of
family and friendly hospitality that is the very heart and soul of
our offering.
I am encouraged by the strong performance of our eat-in business
since the limited reopening of sites and with the government
roadmap set out and the vaccine roll-out continuing at a pace I'm
optimistic for the coming year post-lockdown, and continue to be
confident in the public's appetite to safely socialise and enjoy
our family hospitality; We look forward, once it is safe, to fully
welcome back our customers and teams.
Enquiries:
Comptoir Group plc Tel: 0207 486 1111
Chaker Hanna
Canaccord Genuity Limited (NOMAD Tel: 020 7523 8000
and Broker)
Adam James
Georgina McCooke
Chief Executive's Review
For the year ended 31 December 2020
COVID-19 Update
The business traded well at the start of 2020, in line with
management expectations. However, the impact from March due to the
COVID-19 pandemic meant the rest of the year was very different to
what anyone would have anticipated. The initial Government guidance
informed people to avoid visiting bars and restaurants in early
March, followed by what would be the first of three complete
national lockdowns, which had a devastating impact on the business.
Ultimately Comptoir would find its restaurants closed for more of
the year than they actively traded.
As a direct result of the first national lockdown, all the
restaurants within the Group were fully closed for trading from the
19(th) March 2020. The sites remained closed until the 4(th) July
when the first lockdown was lifted, at which point we began a
phased reopening with 8 sites trading.
The "Eat out to Help Out" ("EOTHO") Scheme was a well-received
Government initiative that helped trade outside of London recover
in August 2020. Sales were favourable as people returned to their
favourite locations after a significant amount of time in Lockdown.
However, this improvement in trading was to prove all too brief as
stricter measures returned in September 2020, which included "The
Rule of Six" as well as a 10 pm curfew. In mid-October, a tier
system was introduced across the country and on the 5(th) November,
we entered another national lockdown period where all sites were
closed. Sites reopened on the 2(nd) December however with the tier
system still in effect and with lockdown being tightened to include
a fourth tier. Christmas trading bore no resemblance to any
expectations and by Christmas week itself, only 3 sites remained
open for eat-in trade. A third national lockdown commenced the
5(th) January 2021 with sites only reopening to outside seating on
the 12(th) April. Throughout the year the various changes in the
rules have often been with limited notice. However effective we
have been at managing these changes, it has inevitably led to
inventory write-offs and increases in some other operating
costs.
Whilst the number one priority for the Group has always been,
and will certainly always continue to be, ensuring the safety of
all of our employees and guests, the Board's focus was also to take
all appropriate measures to reduce the financial impact on the
Group and some of the key areas are discussed in more depth
below.
Labour
In the immediate aftermath of the closures and following the
announcement of the Government's furlough scheme to support
employees, the Group immediately placed all its employees, barring
a very small number of the central support team, into furlough. At
the same time a significant reduction in directors' remuneration
packages, including three directors receiving no remuneration at
all for six months, and a reduced salary for the rest of the year
ensured that operating costs were reduced to the minimum to ensure
the business remained a viable proposition.
Property
Property related costs and in particular rental costs are a
significant part of our cost base, especially with zero income
during closure and a significant reduction in normal trade when
reopened for short periods. The Group immediately entered into
negotiations with all landlords to agree on an approach that would
help ensure our sustainability in the long term. I am pleased to
report the majority of our landlords engaged with us in
understanding the difficulties that we all face and we reached
mutually agreed positions involving rent waivers, deferments and
deductions from rent deposits and more importantly, a variation in
the lease terms to include turnover rents instead of base rents
going forward. I would like to sincerely thank all the landlords
who have worked with us so far.
We constantly review our existing estate to consider if some
restaurants should close permanently. The pandemic accelerated the
decision in some cases and the following restaurants were
surrendered or are in the process of being surrendered:
1. Gatwick closed permanently in March 2020
2. Heathrow closed permanently in March 2020
3. Levant was handed back to the landlord in December 2020
4. Poland Street closed permanently in May 2021
5. Haymarket is due to close permanently in June 2021
6. Leeds is due to close on, or before, April 2022
We will continue to review and monitor the position of all our
sites within the estate.
Government Support
The various initiatives including the Job Retention Scheme
("CJRS"), business rates relief, VAT reduction to 5%, HMRC payment
deferral, Restart grants and EOTHO have proved invaluable in
supporting the Group during the last year. However, such provisions
can never compensate fully for the lost trade and consideration
needs to be given that there is still a cost to the business of
every employee who received furlough.
I would like to take this opportunity to thank all of our
stakeholders who in these extraordinary times have worked
collaboratively with us to ensure the ongoing viability of our
business. None more so than our truly fantastic teams, both in the
restaurants and in central supporting roles. I thank you personally
from the very bottom of my heart for your continued patience and
exceptional commitment to our business. The underlying Comptoir
family ethos has never been so important than in times of
unprecedented crisis.
Revenue and Operating Profit
The business traded with all restaurants fully open up until
19(th) March when, following guidance by the UK Government, the
Board took the decision to close all restaurants within the Group.
This was closely followed by the Government implementation of
complete lockdown measures, including enforced closure of all
restaurants and leisure sites across the UK. As noted previously a
further lockdown was instigated in November as well as other
restrictive policies through the year such as the 10 pm curfew and
the implementation of support bubbles for socialising outside of
one's own family.
As a result, revenue for the period was down 62.6% on last year
to GBP12.5m (2019: GBP33.4m). In the period leading up to closure,
revenue had been in line with management expectations.
The Board carried out a full impairment review and as a result,
impairment of GBP4.0m has been charged, based on the judgement of
future cash flow generation from each restaurant.
This impairment charge contributed towards the reported IFRS
loss after tax of GBP8.1m (2019: GBP0.7m loss).
The Group has also taken account of the amendment to IFRS16
COVID-19 related rent concessions. Where the rent concession is a
direct consequence of COVID-19 and the reduction does not involve
substantive changes to the lease then the concessions can be
credited to the profit and loss. This has resulted in a one-off
credit of GBP982k in the period.
The Board does not recommend the payment of any dividend at this
time as it is anticipated that all available funds will be required
to ensure working capital requirements are met over the foreseeable
future.
Cashflow and Financing
Cash generated from operations was GBP2.7m (2019: GBP5.5m)
reflecting the impact of the closure periods across the year.
Capital expenditure for the year was significantly reduced due
to the pandemic and totalled GBP0.2m (2019: GBP1.3m).
The Board also decided to apply for the Government-backed
Coronavirus Business Interruption Loan Scheme ("CBILS") and has
drawn down on this loan. This borrowing helped to protect the cash
position, particularly with the requirement to pay the additional
liabilities. The Company has no other debt and there are no banking
covenants with regard to such borrowings.
The Bank net cash position at the year-end was GBP7.8m.
Current trading and outlook
The Group began a phased re-opening of its restaurants for full
dining from 12(th) April in line with government guidelines for
outside dining only. On May 17(th) we opened for full dining inside
and out. Our franchise partners HMS Host have re-opened three out
of the four sites they operate (Utrecht,
Ashford and Cheshire Oaks). The fourth HMS Host site in Dubai is
due to open soon. As mentioned above, the two franchise restaurants
operated by The Restaurant Group ("TRG") in Heathrow and Gatwick
will not re-open.
Trading has been extremely encouraging since reopening the 21
managed sites on the 17(th) May in compliance with the government
guidelines for group sizes and social distancing, as well as
continuing to offer takeaway/click and collect and delivery
services. We look forward to being able to trade fully across the
Summer and beyond. As a result of this trading performance, the
Group continues to plan the opening pipeline for the next three
years.
The focus on the health and safety of our team members and
guests has been further enhanced by the implementation of a new
Comptoir App providing our guests with the option to order and pay
safely at the table.
The implementation of new systems (Fourth Hospitality and
Access) in respect of labour rota control, margin control and
maintenance leaves the company well-positioned to leverage further
cost efficiencies in the future. The board believe that the
potential for organic growth in both the Shawa and Comptoir group
remains through selective managed sites as well as with our
Franchise partners.
Chaker Hanna
Chief Executive Officer
9(th) June 2021
Strategic Report
For the year ended 31 December 2020
The Directors present their strategic report for the year ended
31 December 2020.
Business model
The Group's principal brand is Comptoir Libanais, which operates
Lebanese and Eastern Mediterranean focused restaurants. The
restaurants seek to offer an all-day dining experience based around
healthy and fresh food in a friendly, colourful and vibrant
environment, which presents value for money. Lebanese and Eastern
Mediterranean food is, in our opinion, a popular current food trend
due to its flavoursome, healthy, low fat and vegetarian-friendly
ingredients as well as the ability to easily share the food with
friends.
We seek to design each Comptoir Libanais restaurant with a bold
and fresh design that is welcoming to all age groups and types of
consumer. Each Comptoir Libanais restaurant has posters and menus
showing an artist's impression of Sirine Jamal al Dine, an iconic
Arabian actress, providing a Middle Eastern café-culture feel.
Shawa is a Lebanese grill-serving lean, grilled meats,
rotisserie chicken, homemade falafel, halloumi and fresh salad,
through a service counter offering, located in high footfall
locations, such as shopping centres.
The average net spend per head over 2020 at Comptoir Libanais
was GBP17.55 and the average spend at Shawa was lower at GBP11.17,
so our offering is positioned in the affordable or 'value for
money' segment of the UK casual dining market. In addition, our
offering is well-differentiated and faces limited direct
competition, in marked contrast to other areas of the market.
Strategy for growth
Our strategy is to grow our owned-site operations under both the
Comptoir Libanais and Shawa brands. While Comptoir Libanais is
likely to remain the principal focus of our operations, Shawa
provides the opportunity to offer our Lebanese food from a smaller
footprint and therefore create greater flexibility to our roll-out
plans.
We also believe that there is still considerable potential to
grow the Group's franchised operations and we see this as a
complimentary and relatively low-risk route to extend the presence
of our brands, both within the UK and in overseas territories. We
will see the opening of another two sites with our franchise
partner HMS Host in Abu Dhabi Airport & Doha.
The UK food delivery market continues to grow at pace, aided by
increasing technology enabling ease of ordering and quick access to
a wide offering of menus through apps such as UberEats. We
negotiated new multi-platform delivery agreements with Deliveroo,
Just Eat and UberEats which commenced in March 2020 and helped to
drive significant further growth across this channel through direct
delivery to our customers.
Review of the business and key performance indicators (KPIs)
Covid-19 impacted the performance of the Group on a material
basis. As a result, Group revenue reduced by 62.6% to GBP12.5m
(2019 - GBP33.4m) and the Consolidated Statement of Comprehensive
Income shows a post-tax loss of GBP8.1m (2019 - GBP0.7m loss).
However, as stated above, at this stage in the development of the
business the Board believes that it is more helpful to focus on
adjusted EBITDA, which excludes non-recurring items and costs
incurred in connection with the opening of new restaurants and on
this measure, the underlying earnings of the group were GBP1.4m
(2019 - GBP5.3m).
The Board and management team use a range of performance
indicators to monitor and measure the performance of the business.
However, in common with most businesses, the critical KPI's are
focused on growth in sales and EBITDA and these are appraised
against budget, forecast and last year's achieved levels.
In terms of non-financial KPIs, the standard of service provided
to customers is monitored via the scores from a programme of
regular monthly "mystery diner" visits to our restaurants carried
out by HGem. Due to the pandemic, the disruption has meant this
measure has not been in use regularly. We also use feedback from
health and safety audits conducted by an external company (Food
Alert) to ensure that critical operating procedures are being
adhered to.
Further explanation of the performance of the business over the
year is provided in the Chairman's Statement and the Chief
Executive's Review.
Principal risks and uncertainties
The Board of Directors ("the Board") has overall responsibility
for identifying the most significant risks faced by the business
and for developing appropriate policies to ensure that those risks
are adequately managed.
The following have been identified as the most significant risks
faced by the Group, however, it should be noted that this is not an
exhaustive list and the Company has policies and procedures to
address other risks facing the business.
Consumer demand
Any weakness in consumer confidence could have an adverse effect
on footfall and customer spend in our restaurants. The Covid-19
virus had a significant impact on the hospitality sector and the
wider UK and global economy. There can be no argument on the
devastating impact all in the industry have felt, however, we are
now looking forward to a period of normality as we return to
business as usual.
Frequent or regular participation in the eating-out market is
afforded by the consumer out of household disposable income.
Macroeconomic factors such as employment levels, interest rates and
inflation can impact disposable income and consumer confidence can
dictate their willingness to spend.
As indicated above, the core brands within the Group are
positioned in the affordable segment of the casual dining market. A
strong focus on superior and attentive service together with
value-added marketing initiatives can help to drive sales when
customer footfall is more subdued. This, together with the
strategic location of each of our restaurants helps to mitigate the
risk of consumer demand to the business.
Input cost inflation
The Group's key input variables are the cost of food and drink,
associated ingredients and the continued progressive increases in
the UK National Living Wage and Minimum Wage rates present a
challenge we must face up to alongside our peers and
competitors.
We aim to maintain an appropriate level of flexibility in our
supplier base so we can work to mitigate the impact of input cost
inflation. Our teams work hard on predictive and responsive labour
scheduling so that our costs are well controlled.
Economic conditions
The exit from the European Union and negotiations over future
trading has left a great deal of uncertainty that could 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 that are outside of the control of the
Group, such as auto-enrolment pension costs, minimum wage / Living
wage increases and the apprenticeship levy, are endured by the
Group and its competitors. Labour costs continue to be regularly
monitored and ongoing initiatives are used to reduce the impact of
such pressures.
Strategy and execution
The Group's central strategy is to open additional new outlets
under its core Comptoir Libanais and Shawa brands. Despite making
every effort, there is no guarantee that the Group will be able to
secure a sufficient number of appropriate sites to meet its growth
and financial targets and it is possible that new openings may take
time to reach the anticipated levels of mature profitability or to
match historical financial returns.
The Group utilises the services of external property consultants
and continues to develop stronger contacts and relationships with
potential landlords as well as their agents and advisers. However,
there will always be competition for the best sites and the Board
will continue to approach any potential new site with caution and
be highly selective in its evaluation of new sites to ensure that
target levels of return on investment are achieved.
Energy Consumption and Carbon Emissions
The Group is a is a 'quoted company' under the Streamlined
Energy and Carbon Reporting regulations and must report its
greenhouse gas emissions from Scope 1 and 2 Electricity, Gas and
Transport annually. This is the first reporting year under these
new regulations so there is no emissions data for prior years.
The Group has followed the 2019 HM Government Environmental
Reporting Guidelines. We have also used the GHG Reporting Protocol
- Corporate Standard and have used the 2020 UK Government's
Conversion Factors for Company Reporting. The chosen intensity
measurement ratio is total gross emissions in Kgs CO2e/Cover.
Greenhouse gas emissions and energy use data for the year ended
31 December 2020
FY 2020
----------------------------------------------------- ---------------
Energy consumption used to calculate emissions (kWh) 5,128,917
----------------------------------------------------- ---------------
Energy consumption break down (kWh):
-- Natural gas 2,148,415
-- Electricity 2,929,506
-- Company Fleet 50,966
----------------------------------------------------- ---------------
Scope 1 emissions in metric tonnes CO2e:
Gas consumption 741.72
Company Fleet 12.89
----------------------------------------------------- ---------------
Scope 2 emissions in metric tonnes CO2e:
Purchased electricity 682.99
----------------------------------------------------- ---------------
Scope 3 emissions in metric tonnes CO2e:
Electricity T&D 58.74
----------------------------------------------------- ---------------
Total gross emissions in metric tonnes CO2e 1,149.64
----------------------------------------------------- ---------------
Intensity ratio Kgs CO2e per Cover 1.72
----------------------------------------------------- ---------------
Measures taken to improve energy efficiency
The Group continues to strive for energy and carbon reduction
arising from their activities. All sites conducted a full check on
all equipment when in lockdown to ensure usage was kept to a
minimum including fridges and freezers where possible. Air
conditioning and heating was also reduced to minimum temperatures
for maintenance levels.
Future developments
The Group will continue to roll out selectively its Comptoir
Libanais and Shawa brands to further new sites across the UK and to
explore further opportunities to grow the Comptoir Libanais brand
via franchising with suitable partners and expansion of the
external catering offering.
On behalf of the Board
Chaker Hanna
Chief Executive Officer
9(th) June 2021
Strategic Report - Section 172 Statement
This is the first year that the Directors are required to
provide a section 172 statement as part of the Strategic report.
Below we explain the background to the section 172 statement.
Background
Section 172 of the Companies Act 2006 ('Act') requires the
Directors to act in the way they consider, in good faith, would be
most likely to promote the success of the company for the benefit
of its members as a whole, having regard to various factors,
including the matters listed below in section.
172(1)(a) to (f):
a. the likely consequences of any decisions in the long-term;
b. the interests of the Company's employees;
c. the need to foster the Company's business relationships with
suppliers, customers and others;
d. the impact of the Company's operations on the community and environment;
e. the desirability of the Company maintaining a reputation for
high standards of business conduct and
f. the need to act fairly as between members of the Company.
This requirement applies to the Company from the 2020 financial
year.
This statement is aimed at helping shareholders better
understand how directors discharged their duty to promote the
success of companies under Section 172 of the Companies Act 2006
("S172 Matters"). Throughout the year, in performance of its
duties, the Board has had regard to the interests of the Groups key
stakeholders and has taken account of any potential impact on these
stakeholders of the decisions it has made.
Details of how the Board had regard to the following S172
matters are as per the below.
S172 Matters Example
* The likely consequences of any decisions in the * Communication with shareholders through the Comptoir
long-term. Investor website, AGM, investor meeting and circulars
* Through the corporate governance framework described
in this annual report
------------------------------------------------------------------------
* T he interests of the Company's employees * Ongoing training and development at all levels
* Engagement through the company engagement application,
newsletters, emails and other communications tools
* Protection of teams throughout the COVID-19 pandemic
------------------------------------------------------------------------
* The need to foster the Company's business * Protection of customers and teams throughout the
relationships with suppliers, customers and others COVID-19 pandemic
.
* Maintenance of regular contact with all suppliers.
* Launch of the Comptoir loyalty scheme through the
Comptoir application
* Responding to feedback from the customer
* Use of a mystery guest programme to ensure standards
are visible and maintained.
------------------------------------------------------------------------
* T he impact of the Company's operations on the * Local recruitment of staff
community and environment.
* Flexible working to reduce travel where applicable
* Ongoing focus on environmentally friendly processes
and procedures.
------------------------------------------------------------------------
* T he desirability of the Company maintaining a * Regular restaurant visits and audit processes
reputation for high standards of business conduct.
* Mystery guest programme
* Food standards programme
* Compliance updates at Board meetings
* Ongoing training for all staff
------------------------------------------------------------------------
* The need to act fairly as between members of the * We maintain an open dialogue with our shareholders.
Company.
* Engagement with stakeholders.
------------------------------------------------------------------------
On behalf of the Board
Chaker Hanna
Chief Executive Officer
9(th) June 2021
Statement of Corporate Governance
The Board have elected to adopt the Quoted Companies Alliance
(QCA) Corporate Governance Code in line with the changes under Rule
26 of the AIM Rules for Companies requiring all companies that are
traded on AIM to adopt and comply with a recognised corporate
governance code. Full details of our adoption to the code can be
found at
https://investors.comptoirlibanais.com/corporate-governance/.
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 three
directors being Chaker Hanna and Ahmed Kitous as executive
directors and Richard Kleiner as non-executive director.
Richard Kleiner is considered by the Board to be independent.
Each Director demonstrates a range of experience and sufficient
calibre to bring independent judgment on issues of strategy, risk
management, performance, resources and standards of conduct which
are vital for the success of the Group.
The Board had eight Board meetings during the year. Richard
Kleiner is Chairman of both the Audit and the Remuneration
Committees. The terms of reference of both these committees have
been approved by the Board.
Remuneration Committee
The Remuneration Committee's responsibilities include the
determination of the remuneration and options of Directors and
senior executives of the Group and the administration of the
Company's option schemes and arrangements. The Committee takes
appropriate advice, where necessary, to fulfil this remit.
Audit Committee
The Audit Committee meets twice a year including a meeting with
the auditors shortly before the signing of the accounts. The terms
of reference of the Audit Committee include: any matters relating
to the appointment, resignation or dismissal of the external
auditors and their fees; discussion with the auditors on the
nature, scope and findings of the audit; consideration of issues of
accounting policy and presentation; monitoring. The work of the
review function carried out to ensure the adequacy of accounting
controls and procedures.
Nomination Committee
The Company does not have a Nomination Committee. Any Board
appointments are dealt with by the Board itself.
Internal Control
The Board is responsible for the Group's system of internal
control and for reviewing the effectiveness of the system of
internal control. Internal control systems are designed to meet the
particular needs of a business and manage the risks but not to
eliminate the risk of failure to achieve the business objectives.
By its nature, any system of internal control can only provide
reasonable, and not absolute, assurance against material
misstatement or loss.
Internal Audit
Given the size of the Group, the Board does not believe it is
appropriate to have a separate internal audit function. The Group's
systems are designed to provide the Directors with reasonable
assurance that problems are identified on a timely basis and are
dealt with appropriately.
Relations with shareholders
There is a regular dialogue with institutional investors
including presentations after the Group's year-end and half year
results announcements. Feedback from major institutional
shareholders is provided to the Board on a regular basis and, where
appropriate, the Board will take steps to address their concerns
and recommendations. Aside from announcements that the Group makes
periodically to the market, the Board uses the Annual General
Meeting to communicate with shareholders and welcomes their
participation.
Going concern
Uncertainty due to the recent COVID-19 outbreak has been
considered as part of the Group's adoption of the going concern
basis. Trading remains impacted by COVID-19 despite reopening
following the latest Government lockdown. The health of our staff
and our customers is the Board's highest priority.
All appropriate measures have been put in place to reduce the
impact on the Group, including cost reduction and refurbishments
and other capital expenditure projects. The Board's latest
forecasts are based on a scenario where the business expects sales
to remain below 2019 levels with expected sales increasing
gradually in 2021. The Board has factored in a delay in all
non-committed capital expenditure, reduction in variable costs
including staffing and moving to monthly rent payments. In
addition, the Government has announced extensions to the business
rates holiday/reduction as well as maintaining VAT at 5% until the
autumn.
The Board has also considered various scenarios including
closure and weakened growth rates. This continues to be under
review given current market conditions associated with COVID-19.
The Group currently has cash reserves of GBP8m and the Board
believes that the business has the ability to remain trading for a
period of at least 12 months from the date of signing of these
financial statements, however there is an inherent uncertainty
about future trading and the going concern position. These
financial statements have therefore been prepared on the going
concern basis.
Consolidated statement of comprehensive income
For the year ended 31 December 2020
Notes Year ended Year ended
31 December 31 December
2020 2019
GBP GBP
Revenue 2 12,492,506 33,403,402
Cost of sales (3,179,944) (8,547,180)
Gross profit 9,312,562 24,856,222
Distribution expenses (7,463,177) (8,605,186)
Administrative expenses (14,649,765) (16,695,054)
Other income 2 5,561,410 1,020,090
Operating profit 3 (7,238,970) 576,072
Finance costs 6 (910,885) (1,096,462)
Loss before tax (8,149,855) (520,390)
Taxation charge 7 48,326 (146,573)
Loss for the year (8,101,529) (666,963)
Other comprehensive income - -
Total comprehensive loss for the
year (8,101,529) (666,963)
---------------------------------- ------- -------------------------------- --------------------------------
Basic loss per share (pence) 8 (6.60) (0.54)
Diluted loss per share (pence) 8 (6.60) (0.54)
---------------------------------- ------- -------------------------------- --------------------------------
Adjusted EBITDA:
Loss before tax - as above (8,149,855) (520,390)
Add back:
Depreciation 11 4,020,265 4,036,957
Finance costs 6 910,885 1,096,462
Impairment of assets 10, 11 4,019,871 129,001
EBITDA 801,166 4,742,030
Share-based payments expense 20 14,578 53,963
Restaurant opening costs 3 53,378 18,075
Payroll provision 3 353,012 -
Loss on disposal of fixed assets 171,617 298,022
Abandoned project costs - 156,849
Adjusted EBITDA 1,393,751 5,268,939
All of the above results are derived from continuing operations.
Loss for the year and total comprehensive loss for the year is
entirely attributable to the equity shareholders of the
Company.
Consolidated balance sheet
At 31 December 2020
Notes 31 December 31 December
2020 2019
GBP GBP
Assets
Non-current assets
Intangible assets 10 55,267 87,675
Property, plant and equipment 11 8,473,596 11,287,115
Right-of-use assets 11 17,596,744 23,951,079
Deferred tax asset 18 - 139,588
---------------------------------------------------- ------
26,125,607 35,465,457
Current asset
Inventories 13 424,673 594,409
Trade and other receivables 14 1,100,922 2,202,974
Cash and cash equivalents 7,833,676 5,076,610
---------------------------------------------------- ------
9,359,271 7,873,993
Total assets 35,484,878 43,339,450
---------------------------------------------------- ------ --------------------------- -----------------------
Liabilities
Current liabilities
Borrowings 16 (250,000) (261,611)
Trade and other payables 15 (6,527,668) (5,015,604)
Lease liabilities 27 (2,443,198) (2,481,471)
Current tax liabilities (45,817) (184,125)
---------------------------------------------------- ------ --------------------------- -----------------------
(9,266,683) (7,942,811)
Non-current liabilities
Borrowings 16 (2,750,000) (55,735)
Provisions for liabilities 17 (832,455) (438,570)
Lease liabilities 27 (20,161,543) (24,170,903)
Deferred tax liability 18 - (170,283)
---------------------------------------------------- ------ --------------------------- -----------------------
(23,743,998) (24,835,491)
Total liabilities (33,010,681) (32,778,302)
---------------------------------------------------- ------ --------------------------- -----------------------
Net assets 2,474,197 10,561,148
---------------------------------------------------- ------ --------------------------- -----------------------
Equity
Share capital 19 1,226,667 1,226,667
Share premium 10,050,313 10,050,313
Other reserves 20 97,286 82,708
Retained losses (8,900,069) (798,540)
---------------------------------------------------- ------ --------------------------- -----------------------
Total equity - attributable to equity shareholders
of the company 2,474,197 10,561,148
---------------------------------------------------- ------ --------------------------- -----------------------
The financial statements of Comptoir Group PLC (company
registration number 07741283) were approved by the Board of
Directors and authorised for issue on 9(th) June 2021 and were
signed on its behalf by:
Chaker Hanna
Chief Executive Officer
Consolidated statement of changes in equity
For the year ended 31 December 2020
Notes Share Share Other Retained Total
capital premium reserves losses equity
GBP GBP GBP GBP GBP
Restated
balance at 1
January
2019 1,226,667 10,050,313 28,745 (131,577) 11,174,148
--------------- ------ --------------------- --------------------- --------------------- --------------------- -----------------
Total
comprehensive
loss
Restated loss
for the year - - - (666,963) (666,963)
Transactions
with owners
Share-based
payments 20 - - 53,963 - 53,963
At 31 December
2019 1,226,667 10,050,313 82,708 (798,540) 10,561,148
--------------- ------ --------------------- --------------------- --------------------- --------------------- -----------------
At 1 January
2020 1,226,667 10,050,313 82,708 (798,540) 10,561,148
Total
comprehensive
loss
Loss for the
year - - - (8,101,529) (8,101,529)
Transactions
with owners
Share-based
payments 20 - - 14,578 - 14,578
At 31 December
2020 1,226,667 10,050,313 97,286 (8,900,069) 2,474,197
--------------- ------ --------------------- --------------------- --------------------- --------------------- -----------------
Consolidated statement of cash flows
For the year ended 31 December 2020
Notes Year ended Year ended
31 December 31 December
2020 2019
GBP GBP
Operating activities
Cash inflow from operations 23 2,842,394 5,654,971
Interest paid (6,253) (21,730)
Tax paid (120,677) (93,981)
Net cash from operating activities 2,715,464 5,539,260
----------------------------------------- ------------- ---------------------------- ------------------------------
Investing activities
Purchase of property, plant & equipment 11 (182,578) (1,287,749)
Net cash used in investing activities (182,578) (1,287,749)
----------------------------------------- ------------- ---------------------------- ------------------------------
Financing activities
Payment of lease liabilities 27 (2,458,474) (3,373,788)
Bank loan proceeds 3,000,000 -
Bank loan repayments 24 (317,346) (425,786)
Net cash from/(used in) financing
activities 224,180 (3,799,574)
----------------------------------------- ------------- ---------------------------- ------------------------------
Increase in cash and cash equivalents 2,757,066 451,937
Cash and cash equivalents at beginning
of year 5,076,610 4,624,673
Cash and cash equivalents at end of
year 7,833,676 5,076,610
----------------------------------------- ------------- ---------------------------- ------------------------------
Notes to the consolidated financial statements
For the year ended 31 December 2020
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
31 December 31 December
2020 2019
GBP GBP
Income for the year consists of the following:
Revenue from continuing operations 12,492,506 33,403,402
Other income not included within revenue
in the income statement:
UberEATs compensation 88,517 643,739
Insurance claims receivable 153,186 346,351
Landlord compensation - 30,000
Covid-19 related rent concessions 982,209 -
Coronavirus Job Retention Scheme income 4,337,498 -
5,561,410 1,020,090
Total income for the year 18,053,916 34,423,492
------------------------------------------------ ------------------------------- ------------------------------
3. Group operating loss
31 December 31 December
2020 2019
GBP GBP
This is stated after charging/(crediting):
Operating lease charges 185,456 787,222
Rent concessions (982,209) -
Lease modifications (340,494) -
Share-based payments expense (see Note 22) 14,578 53,963
Restaurant opening costs 53,378 18,075
Depreciation of property, plant and equipment
(see Note 11) 4,020,265 4,036,957
Impairment of assets (see Note 10 & 11) 4,019,871 129,001
Loss on disposal of fixed assets 171,617 298,022
Auditors' remuneration (see Note 4) 52,250 51,250
Payroll provision 353,012 -
Development of the Grab & Go concept subsequently
cancelled - 74,551
Costs in relation to unopened new sites - 67,211
Reclassification of legal fees - 15,087
--------------------------------------------------- ------------------------------- -------------------------------
Operating lease charges relate to additional rental expenses
payable based on selected sites achieving a certain level of
turnover for the year.
The payroll provision relates to a one-off provision as a result
of a review of the current pension scheme in place as part of a
planned transition to Payroll Bureau services.
For the initial trading period following opening of a new
restaurant, the performance of that restaurant will be lower than
that achieved by other, similar mature restaurants. The difference
in this performance, which is calculated by reference to gross
profit margins amongst other key metrics is quantified and included
within opening costs. The breakdown of opening costs, between
pre-opening costs and certain post-opening costs for 3 months is
shown below:
31 December 31 December
2020 2019
GBP GBP
Pre-opening costs 53,378 3,982
Post-opening costs - 14,093
53,378 18,075
-------------------- ------------------------------- ----------------------------
4. Auditors' remuneration
31 December 31 December
2020 2019
GBP GBP
Auditors' remuneration :
Fees payable to Company's auditor for the
audit of its annual accounts 15,750 15,750
Other fees to the Company's auditors
The audit of the Company's subsidiaries 20,000 20,000
Total audit fees 35,750 35,750
------------------------------------------- ---------------------------- ----------------------------
Review of the half-year accounts 16,500 15,500
Total non-audit fees 16,500 15,500
------------------------------------------- ---------------------------- ----------------------------
Total auditors' remuneration 52,250 51,250
------------------------------------------- ---------------------------- ----------------------------
5. Staff costs and numbers
31 December 31 December
2020 2019
GBP GBP
(a) Staff costs (including directors) :
Wages and salaries:
Kitchen, floor and management wages 4,619,492 11,416,977
Apprentice Levy 29,632 41,455
Other costs:
Social security costs 456,770 842,168
Share-based payments (note 22) 14,578 53,963
Pension costs 107,125 249,086
Total staff costs 5,227,597 12,603,649
-------------------------------------------------- -------------------------------- -------------------------------
(b) Staff numbers (including directors) Number Number
:
Kitchen and floor staff 463 538
Management staff 73 114
Total number of staff 536 652
-------------------------------------------------- -------------------------------- -------------------------------
(c) Directors' remuneration:
Emoluments 233,456 495,000
Money purchase (and other) pension contributions 46,186 101,457
Non-Executive directors' fees 26,250 30,000
Total directors' costs 305,892 626,457
-------------------------------------------------- -------------------------------- -------------------------------
Directors' remuneration disclosed above include the following amounts
paid to the highest paid director:
Emoluments 71,250 187,500
Money purchase (and other) pension contributions 27,947 50,134
-------------------------------------------------- -------------------------------- -------------------------------
Further details on Directors' emoluments and the executive
pension schemes are given in the Directors' report.
6. Finance costs
31 December 31 December
2020 2019
GBP GBP
Interest payable and similar charges:
Interest on bank loans and overdraft 6,253 21,730
Interest on lease liabilties 904,632 1,074,732
Total finance costs for the year 910,885 1,096,462
--------------------------------------- ----------------------------- ----------------------------
7. Taxation
The major components of income tax for the years ended 31
December 2020 and 2019 are:
(a) Analysis of charge in the year:
a) Analysis of charge in the year:
31 December 31 December
2020 2019
GBP GBP
Current tax:
UK corporation tax on the profit/(loss)
for the year (18,663) 119,645
Adjustments in respect of previous years 1,032 436
Deferred tax:
Origination and reversal of temporary differences (29,611) 317
Tax losses carried forward (1,084) 26,175
Total tax (credit)/charge for the year (48,326) 146,573
--------------------------------------------------- ----------------------------- -------------------------------
b) Factors affecting the tax charge for the year:
The tax charged for the year varies from the standard rate of
corporation tax in the UK due to the following factors:
31 December 31 December
2020 2019
GBP GBP
Loss before tax (8,149,855) (520,390)
Expected tax credit based on the standard
rate of corporation tax in the UK of 19%
(2019: 19%) (1,548,472) (98,874)
Effects of:
Depreciation on non-qualifying assets 123,867 122,499
Expenses not deductible for tax purposes 768,144 95,716
Adjustments in respect of previous tax years 1,032 436
Deferred tax - 26,492
Other miscellaneous items - 304
Losses not recognised as deferred tax 607,103 -
Total tax (credit)/charge for the year (48,326) 146,573
---------------------------------------------- -------------------------------- --------------------------------
8. Loss 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 per share figures, is based on the
weighted average number of shares in issue during the period.
The basic and diluted loss per share figures are set out
below:
31 December 31 December
2020 2019
GBP GBP
Loss attributable to shareholders (8,101,529) (666,963)
2020 2019
Weighted average number of shares
For basic earnings per share 122,666,667 122,666,667
Adjustment for options outstanding - 180,385
For diluted earnings per share 122,666,667 122,847,052
------------------------------------ -------------------------------- -------------------------------
2020 2019
Pence per Pence per
share share
Loss per share:
Basic (pence)
From loss for the year (6.60) (0.54)
Diluted (pence)
From loss for the year (6.60) (0.54)
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. As the shares were not 'in the money' as
at 31 December 2020 and consequently would be antidilutive, no
adjustment was made in respect of the share options outstanding to
determine the diluted number of options.
9. Dividends
No dividends were paid or declared in the year ended 31 December
2020 (2019: GBPnil).
10. Intangible assets
Goodwill Total
GBP GBP
Cost
At 1 January 2019 89,961 89,961
Additions - -
-------------------------------- --------------------------------
At 31 December 2019 89,961 89,961
----------------------------------------- -------------------------------- --------------------------------
Accumulated amortisation and impairment
At 1 January 2019 (2,286) (2,286)
Amortised during the year - -
Impairments - -
-------------------------------- --------------------------------
At 31 December 2019 (2,286) (2,286)
----------------------------------------- -------------------------------- --------------------------------
Net Book Value as at 31 December 2018 87,675 87,675
----------------------------------------- -------------------------------- --------------------------------
Net Book Value as at 31 December 2019 87,675 87,675
----------------------------------------- -------------------------------- --------------------------------
Goodwill Total
GBP GBP
Cost
At 1 January 2020 89,961 89,961
Additions - -
-------------------------------- --------------------------------
At 31 December 2020 89,961 89,961
----------------------------------------- -------------------------------- --------------------------------
Accumulated amortisation and impairment
At 1 January 2020 (2,286) (2,286)
Amortised during the year - -
Impairments (32,408) (32,408)
-------------------------------- --------------------------------
At 31 December 2020 (34,694) (34,694)
----------------------------------------- -------------------------------- --------------------------------
Net Book Value as at 31 December 2019 87,675 87,675
----------------------------------------- -------------------------------- --------------------------------
Net Book Value as at 31 December 2020 55,267 55,267
----------------------------------------- -------------------------------- --------------------------------
Goodwill 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 Winsley, being
GBP32,408 was impaired based on the impairment test. The remaining
goodwill related to Yalla Yalla Soho. No impairment of goodwill was
considered necessary in relation to this site.
11. Property, plant and equipment
Group Right-of Leasehold Plant and Fixture, Motor Vehicles Total
use Assets Land and machinery fittings
buildings & equipment
GBP GBP GBP GBP GBP GBP
Cost
At 1 January
2019 27,669,309 11,490,327 4,949,517 3,096,004 15,120 47,220,277
Additions 1,426,428 647,651 360,815 240,973 38,310 2,714,177
Disposals - (623,376) (158,449) (220,458) - (1,002,283)
At 31 December
2019 29,095,737 11,514,602 5,151,883 3,116,519 53,430 48,932,171
--------------- ------------------------- ----------------------- ----------------------- ----------------------- ------------------------- ------------------
Accumulated
depreciation
and impairment
At 1 January
2019 (2,427,099) (4,335,233) (2,257,899) (1,205,357) (5,443) (10,231,031)
Depreciation
during
the year (2,621,243) (760,432) (452,878) (200,473) (1,930) (4,036,957)
Disposals
during the
year - 466,755 104,464 131,792 - 703,011
Impairment
during the
year (96,316) (18,947) (7,074) (6,665) - (129,001)
At 31 December
2019 (5,144,658) (4,647,857) (2,613,387) (1,280,703) (7,373) (13,693,978)
--------------- ------------------------- ----------------------- ----------------------- ----------------------- ------------------------- ------------------
Cost
At 1 January
2020 29,095,737 11,514,602 5,151,883 3,116,519 53,430 48,932,171
Additions - 50,421 92,216 39,942 - 182,579
Disposals - (549,000) (443,325) (297,914) - (1,290,239)
Modifications (1,171,088) - - - - (1,171,088)
At 31 December
2020 27,924,649 11,016,023 4,800,774 2,858,547 53,430 46,653,423
--------------- ------------------------- ----------------------- ----------------------- ----------------------- ------------------------- ------------------
Accumulated
depreciation
and impairment
At 1 January
2020 (5,144,658) (4,647,857) (2,613,387) (1,280,703) (7,373) (13,693,978)
Depreciation
during
the year (2,650,381) (786,000) (390,594) (191,728) (1,562) (4,020,265)
Disposals
during the
year - 523,287 363,668 231,668 - 1,118,623
Impairment
during the
year (2,532,866) (967,600) (285,767) (201,230) - (3,987,463)
At 31 December
2020 (10,327,905) (5,878,170) (2,926,080) (1,441,993) (8,935) (20,583,083)
--------------- ------------------------- ----------------------- ----------------------- ----------------------- ------------------------- ------------------
Net Book Value
as at
31 December
2019 23,951,079 6,866,745 2,538,496 1,835,816 46,057 35,238,194
--------------- ------------------------- ----------------------- ----------------------- ----------------------- ------------------------- ------------------
Net Book Value
as at
31 December
2020 17,596,744 5,137,853 1,874,694 1,416,554 44,495 26,070,340
--------------- ------------------------- ----------------------- ----------------------- ----------------------- ------------------------- ------------------
The right of use assets relates to one class of underlying
assets, being the property leases entered into for various
restaurant sites. At each reporting date the Group considers any
indication of impairment to the carrying value of its property,
plant and equipment.
The assessment is based on expected future cash flows and
Value-in-Use calculations are performed annually and at each
reporting date and is carried out on each restaurant as these are
separate 'cash generating units' (CGU). Value-in-use was calculated
as the net present value of the projected risk-adjusted post-tax
cash flows plus a terminal value of the CGU. A pre-tax discount
rate was applied to calculate the net present value of pre-tax cash
flows. The discount rate was calculated using a market participant
weighted average cost of capital. A single rate has been used for
all sites as management believe the risks to be the same for all
sites.
The recoverable amount of each CGU has been calculated with
reference to its value-in-use. The key assumptions of this
calculation are shown below:
Sales and costs growth 3%
Discount rate 5.9%
Number of years projected over life of lease
The projected sales growth was based on the Group's latest
forecasts at the time of review. The key assumptions in the
cashflow pertain to revenue growth. Management have determined that
growth based on industry average growth rates and actuals achieved
historically are the best indication of growth going forward. The
Directors are confident that the Group is largely immune from the
effects of Brexit and forecasts have considered the impact of
COVID-19. Management has also performed sensitivity analysis on all
inputs to the model and noted no material sensitivities in the
model.
Based on the review, an impairment charge of GBP4,019,871 (2019:
GBP129,001) was recorded for the year.
12. Subsidiaries
The subsidiaries of Comptoir Group Plc, all of which have been
included in these consolidated financial statements, are as
follows:
Name Country of Proportion of Non-Controlling
incorporation ownership interest interests Ownership/voting
and principal as at 31 December interest at 31
place of business December
2020 2019 2020 2019
---------------------------- -------------------- ---------- ---------- -------------------- --------------------
England &
Timerest Limited Wales 100% 100% - -
England &
Chabane Limited* Wales 100% 100% - -
England &
Comptoir Franchise Limited Wales 100% 100% - -
England &
Shawa Group Limited* Wales 100% 100% - -
England &
Shawa Bluewater Limited* Wales 100% 100% - -
England &
Shawa Limited Wales 100% 100% - -
Shawa Rupert Street England &
Limited* Wales 100% 100% - -
England &
Comptoir Stratford Limited* Wales 100% 100% - -
England &
Comptoir South Ken Limited* Wales 100% 100% - -
England &
Comptoir Soho Limited* Wales 100% 100% - -
Comptoir Central Production England &
Limited* Wales 100% 100% - -
Comptoir Westfield London England &
Limited* Wales 100% 100% - -
Levant Restaurants Group England &
Limited* Wales 100% 100% - -
England &
Comptoir Chelsea Limited* Wales 100% 100% - -
England &
Comptoir Bluewater Limited* Wales 100% 100% - -
England &
Comptoir Wigmore Limited* Wales 100% 100% - -
England &
Comptoir Kingston Limited* Wales 100% 100% - -
England &
Comptoir Broadgate Limited* Wales 100% 100% - -
Comptoir Manchester England &
Limited* Wales 100% 100% - -
Comptoir Restaurants England &
Limited Wales 100% 100% - -
England &
Comptoir Leeds Limited* Wales 100% 100% - -
Comptoir Oxford Street England &
Limited* Wales 100% 100% - -
England &
Comptoir I.P. Limited* Wales 100% 100% - -
England &
Comptoir Reading Limited* Wales 100% 100% - -
England &
TKCH Limited* Wales 100% 100% - -
England &
Comptoir Bath Limited* Wales 100% 100% - -
England &
Comptoir Exeter Limited* Wales 100% 100% - -
Yalla Yalla Restaurants England &
Limited Wales 100% 100% - -
England &
Comptoir Haymarket Ltd* Wales 100% 100% - -
England &
Comptoir Oxford Limited* Wales 100% 100% - -
---------------------------- -------------------- ---------- ---------- -------------------- --------------------
*Dormant companies
13. Inventories
Group
31 December 31 December
2020 2019
GBP GBP
Finished goods and goods for resale 424,673 594,409
------------------------------------- -------------------- --------------------
14. Trade and other receivables
Group
31 December 31 December
2020 2019
GBP GBP
Trade receivables 50,027 736,179
Other receivables 576,320 796,923
Prepayments and accrued income 474,575 669,872
Total trade and other receivables 1,100,922 2,202,974
----------------------------------- ------------ ------------
15. Trade and other payables
Group
31 December 31 December
2020 2019
GBP GBP
Trade payables 2,517,573 2,399,243
Accruals 3,265,436 1,511,579
Other taxation and social security 637,640 974,453
Other payables 107,019 130,329
Total trade and other payables 6,527,668 5,015,604
------------------------------------ -------------------- --------------------
16. Borrowings
Group
31 December 31 December
2020 2019
Amounts falling due within one year: GBP GBP
Bank loans (see below) 250,000 261,611
Total borrowings 250,000 261,611
----------------------------------------------- -------------------- ----------------------
Amounts falling due after more than one year:
Bank loans (see below) 2,750,000 55,735
Total borrowings 2,750,000 55,735
----------------------------------------------- -------------------- ----------------------
During the year all loans outstanding as at 31 December 2019
were repaid and the Group obtained a GBP3m Coronavirus Business
Interruption Loan Scheme ("CBILS") loan.
The CBILS loan is secured by way of fixed charges over the
assets of various Group companies. The CBIL loan of GBP3,000,000
represent amounts repayable within one year of GBP250,000 (2019:
GBP261,611) and GBP2,750,000 (2019: GBP55,735) repayable in more
than one year. The bank loan has a six-year term with maturity date
in 2026. The loan has an initial interest free period of 12 months
followed by a rate of interest of 2.5% over the Bank base rate.
17. Provisions for liabilities
Group
31 December 31 December
2020 2019
GBP GBP
Provisions for leasehold property dilapidations 106,411 65,538
Provisions for rent reviews per lease agreements 373,032 373,032
Provisions for payroll pension costs 353,012 -
Total provisions 832,455 438,570
-------------------------------------------------- -------------------- --------------------------
Movements on provisions: GBP GBP
At 1 January 2020 438,570 60,892
Provision in the year (net of releases) 393,885 377,678
Total at 31 December 2020 832,455 438,570
-------------------------------------------------- -------------------- --------------------------
Provisions for leasehold property dilapidation repairs are
recognised when the Group has a present obligation to carry out
dilapidation repair work on the leasehold premises before the
property is vacated. The amount recognised as a provision is the
best estimate of the costs required to carry out the dilapidations
work and is spread over the expected period of the tenancy.
Provisions for rent reviews relates to any increases in rent
that may become payable based on scheduled rent review dates as per
lease agreements.
The payroll provision relates to a one-off provision as a result
of a review of the current pension scheme in place as part of a
planned transition to Payroll Bureau services.
18. Deferred taxation
Deferred tax assets and liabilities are offset where the Group
or Company has a legally enforceable right to do so. The following
is the analysis of the deferred tax balances (after offset) for
financial reporting purposes:
Group Liabilities Liabilities Assets Assets
2020 2019 2020 2019
GBP GBP GBP GBP
Accelerated capital - 170,283 - -
allowances
Tax losses - - - 139,588
Share-based payments - - - -
- 170,283 - 139,588
---------------------------------------------- ---------------------- --------------------- ----------------------
Movements in the year: Group Group
2020 2019
GBP GBP
Net liability at 1 January (30,695) (4,203)
Charge to Statement of Comprehensive
Income (note 7) 30,695 (26,492)
Net liability at year end - (30,695)
------------------- -----------------
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 Number of 1p shares
31 December 31 December
2020 2019
Brought forward 122,666,667 122,666,667
Issued in the period - -
At 31 December 122,666,667 122,666,667
----------------------------------- ------------------------------ ------------------------------
Nominal value
31 December 31 December
2020 2019
GBP GBP
Brought forward 1,226,667 1,226,667
Issues in the period - -
At 31 December 1,226,667 1,226,667
----------------------------------- ------------------------------ ------------------------------
20. Other reserves
The other reserves amount of GBP97,286 (2019: GBP82,708) 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.
21. Retirement benefit schemes
Defined contribution schemes 31 December 31 December
2020 2019
GBP GBP
Charge to profit and loss 107,125 249,086
------------------------------ ------------ ------------
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
GBP0.1025 and the term to expiration is 3 years from the date of
grant, being 4 July 2018. All of the options have the same vesting
conditions attached to them.
A share-based payment charge of GBP14,578 (2019: GBP53,963) 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.
31 December 31 December
2020 2019
Average Average
Exercise Exercise
price price
No. of shares GBP No. of shares GBP
CSOP options
Options
outstanding,
beginning
of year 4,690,000 0.1025 4,890,000 0.1025
Granted - - - -
Cancelled 1,380,000 0.1025 200,000 0.1025
Options
outstanding,
end
of year 3,310,000 0.1025 4,690,000 0.1025
-------------- --------------------------- --------------------------- --------------------------- ---------------------------
Options - - - -
exercisable,
end
of year
-------------- --------------------------- --------------------------- --------------------------- ---------------------------
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:
On grant
date
Risk free rate of return 0.1%
Expected term 3 years
Estimated volatility 51.3%
Expected dividend yield 0%
Weighted average fair value of options granted GBP0.03527
------------------------------------------------ -----------
Risk free interest rate
The risk-free interest rate is based on the UK 10-year Gilt
yield.
Expected term
The expected term represents the maximum term that the Group's
share options in relation to employees of the Group are expected to
be outstanding. The expected term is based on expectations using
information available.
Estimated volatility
The estimated volatility is the amount by which the price is
expected to fluctuate during the period. No share options were
granted during the current year, the estimated volatility for the
share options issued in the prior year was determined based on the
standard deviation of share price fluctuations of similar
businesses.
Expected dividends
Comptoir's board of directors may from time to time declare
dividends on its outstanding shares. Any determination to declare
and pay dividends will be made by Comptoir Group PLC's board of
directors and will depend upon the Group's results, earnings,
capital requirements, financial condition, business prospects,
contractual restrictions and other factors deemed relevant by the
board of directors. In the event that a dividend is declared, there
is no assurance with respect to the amount, timing or frequency of
any such dividends. Based on this uncertainty and unknown
frequency, no dividend rate was used in the assumptions to
calculate the share based compensation expense.
23. Reconciliation of (loss)/profit to cash generated from
operations
31 December 31 December
2020 2019
GBP GBP
Operating (loss)/profit for the year (7,238,970) 576,072
Depreciation 4,020,265 4,036,957
Loss on disposal of fixed assets 171,617 299,272
Impairment of assets 4,019,871 129,001
Rent concessions (982,209) -
Lease modifications (340,494) -
Share-based payment charge 14,578 53,963
Movements in working capital
Decrease in inventories 169,736 112,332
Decrease/(increase) in trade and other receivables 1,102,052 (344,532)
Increase in payables and provisions 1,905,948 791,906
Cash from operations 2,842,394 5,654,971
---------------------------------------------------- ---------------------------- --------------------------------
24. Reconciliation of changes in cash to the movement in net
cash/(debt)
Net cash/(debt): Restated
31 December 31 December
2020 2019
GBP GBP
At the beginning of the year (21,914,841) (23,643,462)
Movements in the year:
Bank and other borrowings (2,660,924) 425,786
Lease liabilities 2,458,474 3,373,788
Non-cash movements in the year 1,589,160 (2,522,890)
Cash inflow/(outflow) 2,757,066 451,937
At the end of the year (17,771,065) (21,914,841)
-------------------------------- ------------------------- --------------------------
Represented Restated Restated Restated Restated
by: At 1 January Cash flow Non- cash At 31 December
2019 movements flow movements 2019
in the year in the year
GBP GBP GBP GBP
Cash and
cash
equivalents 4,624,673 451,937 - 5,076,610
Bank loans (743,132) 425,786 (21,730) (339,076)
Lease
liabilities (27,525,003) 3,373,788 (2,501,160) (26,652,375)
(23,643,462) 4,251,511 (2,522,890) (21,914,841)
------------- -------------------------- -------------------------- -------------------------------- --------------------------
At 1 January Cash flow Non- cash At 31 December
2020 movements flow movements 2020
in the year in the year
GBP GBP GBP GBP
Cash and
cash
equivalents 5,076,610 2,757,066 - 7,833,676
Bank loans (339,076) (2,660,924) - (3,000,000)
Lease
liabilities (26,652,375) 2,458,474 1,589,160 (22,604,741)
(21,914,841) 2,554,616 1,589,160 (17,771,065)
------------- -------------------------- -------------------------- -------------------------------- --------------------------
Restatement of the prior year relates to the inclusion of lease
liabilities in the analysis.
25. Financial instruments
The Group finances its operations through equity and borrowings,
with the borrowing interest subject to 2.5% per annum over base
rate.
Management pay rigorous attention to treasury management
requirements and continue to:
-- ensure sufficient committed loan facilities are in place to
support anticipated business requirements;
-- ensure the Group's debt service will be supported by
anticipated cash flows and that covenants will be complied with;
and
-- manage interest rate exposure with a combination of floating
rate debt and interest rate swaps when deemed appropriate.
The Board closely monitors the Group's treasury strategy and the
management of treasury risk. Further details of the Group's capital
risk management can be found in the report of the Directors.
Further details on the business risk factors that are considered
to affect the Group are included in the strategic report and more
specific financial risk management (including sensitivity to
increases in interest rates) are
included in the Report of the Directors. Further details on
market and economic risk and headroom against covenants are
included in the Strategic Report.
Financial assets and liabilities
Group financial assets:
31 December 31 December
2020 2019
GBP GBP
Cash and cash equivalents 7,833,676 5,076,610
Trade and other receivables 1,093,890 2,202,974
Total financial assets 8,927,566 7,279,584
-------------------------------------------- ------------------------ --------------------------
Group financial liabilities: 31 December 31 December
2020 2019
GBP GBP
Trade and other payables excl. corporation
tax 6,527,668 5,015,604
Bank loan 250,000 261,611
Short-term financial liabilities 6,777,668 5,277,215
-------------------------------------------- ------------------------ --------------------------
Bank loan 2,750,000 55,735
Long-term financial liabilities 2,750,000 55,735
-------------------------------------------- ------------------------ --------------------------
Total financial liabilities 9,527,668 5,332,950
-------------------------------------------- ------------------------ --------------------------
The bank loan has an interest rate of 2.5% per annum over base
rate.
The maturity profile of anticipated gross future cash flows,
including interest, relating to the Group's non-derivative
financial liabilities, on an undiscounted basis, are set out
below:
Trade and Bank loans
other payables
*
GBP GBP
As at 31 December 2019
Within one year 5,015,604 261,611
Within two to five years - 55,735
Less future interest payments - (7,151)
Total 5,015,604 310,195
------------------------------- ------------------------------ ------------------------------
As at 31 December 2020
Within one year 6,527,668 250,000
Within two to five years - 2,750,000
Less future interest payments - -
Total 6,527,668 3,000,000
------------------------------- ------------------------------ ------------------------------
*excluding corporation tax
Fair value of financial assets and liabilities
All financial assets and liabilities are accounted for at cost
and the Directors consider the carrying value to approximate their
fair value.
26. Financial risk management
The Group's and Company's financial instruments comprise
investments, cash and liquid resources, and various items, such as
trade receivables and trade payables that arise directly from its
operations. The vast majority of the Group's and Company's
financial investments are denominated in sterling.
Neither the Group nor the Company enter into derivatives or
hedging transactions. It is, and has been throughout the period
under review, the Group's and Company's policy that no trading in
financial instruments shall be undertaken.
The main risks arising from the Group's and Company's financial
instruments are credit risk, liquidity risk, foreign currency risk,
interest rate risk and investment risk. The Group does not have a
material exposure to foreign currency risk. The board reviews
policies for managing each of these risks, and they are summarised
as follows:
Credit Risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial losses to the
Group. Counterparties for cash balances are with large established
financial institutions. The Group is exposed to credit related
losses in the event of non-performance by the financial
institutions but does not expect them to fail to meet their
obligations.
As a retail business with trading receipts settled either by
cash or credit and debit cards, there is very limited exposure from
customer transactions. The Group is exposed to credit risk in
respect of commercial discounts receivable from suppliers but the
Directors believe adequate provision has been made in respect of
doubtful debts and there are no material amounts past due that have
not been provided against.
The carrying amount of financial assets recorded in the
financial statements, net of any allowances for losses, represents
the Group's maximum exposure to credit risk.
Liquidity risk
The Group has built an appropriate mechanism to manage liquidity
risk of the short, medium and long-term funding and liquidity
management requirements. Liquidity risk is managed through the
maintenance of adequate cash reserves and bank facilities by
monitoring forecast and actual cash flows and matching the maturity
profiles of financial assets and liabilities. The Group's loan
facilities (as set out in Note 16), ensure continuity of funding,
provided the Group continues to meet its covenant requirements (as
detailed in the report of the Directors).
Foreign currency risk
The Group is not materially exposed to changes in foreign
currency rates and does not use foreign exchange forward
contracts.
Interest rate risk
Exposure to interest rate movements has been controlled
historically through the use of floating rate debt to achieve a
balanced interest rate profile. The Group does not currently have
any interest rate swaps in place as the continued reduction in the
level of debt combined with current market conditions results in a
low level of exposure. The Group's exposure will continue to be
monitored and the use of interest rate swaps may be considered in
the future.
Investment risk
Investment risk includes investing in companies that may not
perform as expected. The Group's investment criteria focus on the
quality of the business and the management team of the target
company, market potential
and the ability of the investment to attain the returns required
within the time horizon set for the investment. Due diligence is
undertaken on each investment. The Group regularly reviews the
investments in order to monitor the level of risk and mitigate
exposure where appropriate.
27. Lease commitments
The Group has leases assets including 26 restaurants and one
head office location within the United Kingdom. The Group has
elected to not take the practical expedient for short term and low
values leases, therefore all leases have been included. The
remaining lease terms range from less than one year to 21 years
with an average remaining lease term of 8 years.
Information about leases for which the Group is a lessee is
presented below:
Net book value of right of use assets 31 December 31 December
2020 2019
GBP GBP
Balance at 1 January 23,951,079 25,242,211
Additions - 1,426,428
Depreciation chage (2,650,381) (2,621,243)
Impairment charge (2,532,866) (96,316)
Modifications (1,171,088) -
17,596,744 23,951,079
--------------------------------------- ----------------------------- -----------------------------
Maturity analysis - contractual undiscounted 31 December 31 December
cash flows 2020 2019
GBP GBP
Within one year (3,207,583) (3,474,376)
More than one year (24,723,329) (30,034,528)
(27,930,912) (33,508,904)
---------------------------------------------- --------------------- ---------------------
Lease liabilities included in the statement 31 December 31 December
of financial position 2020 2019
GBP GBP
Current (2,443,198) (2,481,471)
Non-current (20,161,543) (24,170,903)
(22,604,741) (26,652,374)
--------------------------------------------- --------------------- ---------------------
31 December 31 December
Amounts charged/(credited) in profit or loss 2020 2019
GBP GBP
Interest on lease liabilities 904,632 1,074,732
Expenses relating to variable lease payments 185,456 787,222
Rent concessions (982,209) -
Lease modifications (340,494) -
(232,616) 1,861,954
---------------------------------------------- ----------------------- -----------------------------
Some site leases contained clauses on variable lease payments
where additional lease payments may be required dependant on the
revenue being generated at that particular site. Variable lease
payments ranged from 9% -15% of revenue in excess of the existing
base rent per the respective lease agreements.
31 December 31 December
Amounts recognised in statement of cash flow 2020 2019
GBP GBP
Total cash outflow for leases 2,458,474 3,373,788
2,458,474 3,373,788
---------------------------------------------- --------------------- ---------------------
28. Contingent liabilities
The Group had no contingent liabilities at 31 December 2020 or
31 December 2019.
29. Capital commitments
The Group had no capital commitments of at 31 December 2020
(2019: GBP34,865).
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:
Remuneration Pension Total
P Hanna 48,453 1,221 49,673
M Kitous 36,557 779 37,336
L Kitous 17,602 319 17,922
102,612 2,319 104,931
---------- ------------- -------- --------
During the year, the Group also paid fees of GBP26,250 (2019:
GBP30,000) 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 GBP5,000 (2019: GBP5,640) to Messrs Gerald Edelman, in
respect of accountancy and corporate finance services provided to
the Group.
31. Subsequent events
Subsequent to the year end, from 5(th) January 2021 we have been
operating under the third national lockdown. In line with the
latest Government announcements, we opened 17 outdoor spaces where
feasible from 12(th) April 2021 and opened 21 sites for dine in
from 17(th) May 2021.
32. Ultimate controlling party
The Company has a number of shareholders and is not under the
control of any one person or ultimate controlling party.
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END
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