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Company registration number: 08895755







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
25 DECEMBER 2022


FULL HOUSE RESTAURANTS HOLDINGS LIMITED






































img3e25.png                        

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
COMPANY INFORMATION


Directors
Mr B Shedden 
Mr J Shedden 
Mrs N Frampton 




Company secretary
Mrs C Shedden



Registered number
08895755



Registered office
2nd Floor, Magna House
18-32 London Road

Staines-Upon-Thames

Surrey

TW18 4BP




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Magna House

18-32 London Road

Staines-Upon-Thames

TW18 4BP





 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 



CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 5
Independent Auditors' Report
6 - 9
Consolidated Statement of Income and Retained Earnings
10
Consolidated Statement of Financial Position
11
Company Statement of Financial Position
12
Consolidated Statement of Cash Flows
13 - 14
Consolidated Analysis of Net Debt
15
Notes to the Financial Statements
16 - 38


 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 25 DECEMBER 2022

Introduction
 
The directors present the Strategic Report for the period ended 25 December 2022.

Business review
 
The Group continued its existing strategy of identifying and investing in new stores where there is potential for growth, to supplement its current sites.
It is pleased to report nine new sites were opened in 2022.  Seven of these sites were based in Wales and part of the strategic acquisition of JJE Enterprises Limited, with the other sites being at Crowborough and Bracknell – Birch Hill.
It was recognised in 2022 across the sector revenues declined, however the acquisitions towards the end of the financial year, helped the business maintain its market share and recognise smaller falls from the highs of 2021, than seen elsewhere.
Plans are in place to open two further stores in 2023, which combined with the acquisitions at the end of 2022, should see a return to growth next year.
The business continued its regular refurbishment program, typically refreshing around 5 stores a year.
Revenue fell to £62.7m (2021 - £64.8m) a decline of 3.2% and gross margins also fell to 32.2% (2021 - 37.0%), resulting in a reduced profit before tax of £7.5m (2021 - £12.1m). The net assets at the year-end were £19.4m (2021 - £18m) which included the cash position of £9.9m (2021 - £10.9m). The directors remain satisfied with the group's financial position at the year-end and believe it is well placed to meet any challenges ahead. 
Based on results dividends of £4.5m were paid to shareholders during the year (2021 - £4.5m).

Principal risks and uncertainties
 
The Group continuously reviews risks and uncertainties.
A key challenge to the business continues to be aggregators within the marketplace, offering discounted introductions and driving customer traffic away from traditional take away sites. This is a contributing factor to the decline seen in gross margins in the year. The Franchisor entered into an agreement to work with one provider collaboratively “Just Eat” during the year. 
The group continues to be subject to variable wholesale food prices, anticipated to continue in the medium term. It is working closely to manage these costs and related supply chain issues, activity switching to UK based suppliers where feasible.
 
There remains the threat of higher gas prices, which was a global issue throughout 2022, although the majority of sites are currently fixed until 2026.
As the Group continues to grow and open new sites – there are increased resourcing challenges for both store staff and delivery drivers. The management are actively recruiting and training staff to optimally run the operations. 

Financial key performance indicators
 
Retaining market share continues to be the key KPI – and this is tracked by growth in revenue, by individual site and region. The group's revenue decreased by 3.2% (2021 - increased by 7.6%) from prior year due to the end to the temporary reduced rate of VAT introduced by the Government during the pandemic and slow down in consumer spending. 
The gross margin is monitored and was 32.2% (2021 - 37.0%) for the year due to the general increase in food and other operational costs. The franchisor has had to provide better offers to customers due to the competition faced from aggregators and reduced consumer spending from the inflationary pressures within the economy. 

Page 1

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 DECEMBER 2022

Other key performance indicators
 
The Group is committed to ensuring the highest standards and regularly monitors customer feedback and where arising customer complaints are tracked and appropriately followed up.

Directors' statement of compliance with duty to promote the success of the Group
 
We can confirm that at all times the directors of the company have operated for the benefit of its members as a whole and in line with s172(1) Companies Act 2006. Considering the long term consequences of their decisions, the interest of its employees, fostering good relationships with both customers and suppliers; ensuring that the business has a positive impact on the local community and environment, retaining a reputation for the high standards of business conduct and acting fairly between members.  


This report was approved by the board and signed on its behalf.




................................................
Mr B Shedden
Director
Date: 13 October 2023

Page 2

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 25 DECEMBER 2022

The Directors present their report and the financial statements for the period ended 25 December 2022.

Directors' responsibilities statement

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the Directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the period, after taxation, amounted to £5,930,574 (2021 - £9,568,250).

A final dividend for 2021 of £2,000,000 plus an interim dividend for 2022 of £2,500,000 were paid during the financial year. A final dividend has been proposed and paid on 10 April 2023 of £2,000,000 (2021: £2,500,000).

Directors

The Directors who served during the period were:

Mr B Shedden 
Mr J Shedden 
Mrs N Frampton (appointed 13 October 2022)
Mr D Paul (resigned 13 October 2022)

Future developments

The overall business outlook remains positive; the directors are experienced in the takeaway business and are well aware of the challenges that require consistently applied, high quality procedures to minimise risks. The group continues to invest in its operations and maintains high standards in product quality and staff training.

Page 3

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 DECEMBER 2022

Engagement with employees

The Group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.
There is no employee share scheme at present.

Engagement with suppliers, customers and others

The Group has a close working relationship with the main Franchiser and principal supplier, regularly meeting to discuss industry challenges, local promotion deals and new site opportunities. The Group regularly obtains feedback from customers and actively makes changes, where it makes sense and is consistent with the Franchise brand.

Disabled employees

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Environmental matters - streamlined energy and carbon reporting

In accordance with the requirements of The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and
Carbon Report) Regulations 2018 the Directors would like to disclose the following information for the period ended 25 December 2022


25 December
26 December

2022
2021

tonnes C02e
tonnes C02e

£
£



Scope 1 (direct emissions) - natural gas
1,135
1,352
Scope 2 (indirect emissions) - electricity
599
625
Scope 3 - electricity transmission/distribution and employee cars
608
2,157

Intensity Metric
Scope 1, 2 and 3 emission/ sales revenue amounts to £0.18 tonnes CO2/£m (2021 - £0.3 tonnes CO2/£m).

Methodologies used within the calculation
The Group has used the actual KWH data from the monthly invoices it receives and then applied the “Government conversion factors for Group reporting” to calculate the CO2e content.

Energy efficient action taken this year
The group has begun a programme to replace diesel and petrol company cars with hybrid vehicles. The Warehouse electricity costs are predominantly related to electrical light usage. During the year LED lights continue to be installed in stores to replace flourescent tubes and improve energy efficiency. This will not only reduce operating costs but also extend the useful life of the lights.

Page 4

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 DECEMBER 2022

Matters covered in the Group Strategic Report

The Group has chosen in accordance with the Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the Group's Strategic Report and the Company's Strategic Report Information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review, principal risks and uncertainties and future developments sections. Additionally, the Group has explained within the Strategic Report how they maintain business relationships with customers and suppliers, including their policy on payment of creditors, and how they ensure consistent and productive engagement with employees and disabled persons.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditor, Menzies LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
Mr B Shedden
Director
Date: 13 October 2023

Page 5

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FULL HOUSE RESTAURANTS HOLDINGS LIMITED

Opinion


We have audited the financial statements of Full House Restaurants Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 25 December 2022, which comprise the Group Statement of Income and Retained Earnings, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 25 December 2022 and of the Group's profit for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' Report thereon.  The Directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 6

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FULL HOUSE RESTAURANTS HOLDINGS LIMITED (CONTINUED)

Opinion 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 Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 Directors' Responsibilities Statement set out on page 3, 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 the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FULL HOUSE RESTAURANTS HOLDINGS LIMITED (CONTINUED)

Auditors' 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 Auditors' 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
The Group is subject to laws and regulations that directly affect the financial statements including financial reporting      legislation. We determined that the following laws and regulations were most significant including UK Companies Act, employment law and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
 
We understood how the Group is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures and the Group secretary.
 
The engagement partner assessed whether the engagement team collectively had the appropriate competence and  capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
 
We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
 
°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
 
°Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and
 
°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
 
As a result of the above procedures, we considered the opportunities and incentives that may exist within the      organisation for fraud and identified the greatest potential for fraud in the following areas:
 
°Posting of unusual journals, and;
 
°Risk of fictitious employees.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' Report.


Page 8

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FULL HOUSE RESTAURANTS HOLDINGS LIMITED (CONTINUED)

Use of our report
 

This report is made solely to the Company's shareholders, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's shareholders those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.





Andrew Cook FCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Magna House
18-32 London Road
Staines-Upon-Thames
TW18 4BP

15 October 2023
Page 9

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD ENDED 25 DECEMBER 2022

Period from 27 December 2021 to
25 December
Period from 28 December 2020 to
26 December
2022
2021
Note
£
£

  

Turnover
 4 
62,704,143
64,789,624

Cost of sales
  
(42,529,433)
(40,803,147)

Gross profit
  
20,174,710
23,986,477

Administrative expenses
  
(12,882,485)
(12,005,230)

Other operating income
 5 
230,178
134,576

Operating profit
 6 
7,522,403
12,115,823

Interest receivable and similar income
 10 
87,480
3,311

Interest payable and similar expenses
 11 
(82,013)
(34,517)

Profit before tax
  
7,527,870
12,084,617

Tax on profit
 12 
(1,597,296)
(2,516,367)

Profit after tax
  
5,930,574
9,568,250

  

  

Retained earnings at the beginning of the period
  
17,808,551
12,740,301

Profit for the period attributable to the owners of the parent
  
5,930,574
9,568,250

Dividends declared and paid
  
(4,500,000)
(4,500,000)

Retained earnings at the end of the period
  
19,239,125
17,808,551

The notes on pages 16 to 38 form part of these financial statements.

Page 10

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
REGISTERED NUMBER:08895755



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 25 DECEMBER 2022

25 December
As restated
26 December
2022
2021
Note
£
£

Fixed assets
  

Intangible assets
 14 
15,356,367
7,730,406

Tangible assets
 15 
5,568,890
4,599,264

  
20,925,257
12,329,670

Current assets
  

Stocks
 17 
370,779
210,233

Debtors: amounts falling due within one year
 18 
2,271,502
1,701,285

Cash at bank and in hand
  
9,889,376
10,928,330

  
12,531,657
12,839,848

Creditors: amounts falling due within one year
 19 
(9,767,488)
(5,915,195)

Net current assets
  
 
 
2,764,169
 
 
6,924,653

Total assets less current liabilities
  
23,689,426
19,254,323

Creditors: amounts falling due after more than one year
 20 
(3,632,296)
(751,468)

Provisions for liabilities
  

Deferred taxation
  
(597,838)
(474,137)

Net assets
  
19,459,292
18,028,718


Capital and reserves
  

Called up share capital 
 24 
1,000
1,000

Merger reserve
 25 
219,167
219,167

Profit and loss account
 25 
19,239,125
17,808,551

Equity attributable to owners of the parent Company
  
19,459,292
18,028,718

  
19,459,292
18,028,718


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
Mr B Shedden
Director
Date: 13 October 2023

The notes on pages 16 to 38 form part of these financial statements.

Page 11

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
REGISTERED NUMBER:08895755



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 25 DECEMBER 2022

25 December
26 December
2022
2021
Note
£
£

Fixed assets
  

Investments
 16 
18,344,580
7,573,990

  
18,344,580
7,573,990

Current assets
  

Debtors: amounts falling due within one year
 18 
3,923,588
2,964,555

Cash at bank and in hand
  
9,814,654
10,892,861

  
13,738,242
13,857,416

Creditors: amounts falling due within one year
 19 
(26,341,506)
(18,606,291)

Net current liabilities
  
 
 
(12,603,264)
 
 
(4,748,875)

Total assets less current liabilities
  
5,741,316
2,825,115

  

Creditors: amounts falling due after more than one year
 20 
(2,984,469)
(156,299)

  

Net assets
  
2,756,847
2,668,816


Capital and reserves
  

Called up share capital 
 24 
1,000
1,000

Profit and loss account brought forward
  
2,667,816
2,560,268

Profit for the period
  
4,588,031
4,607,548

Other changes in the profit and loss account

  

(4,500,000)
(4,500,000)

Profit and loss account carried forward
  
2,755,847
2,667,816

  
2,756,847
2,668,816


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
Mr B Shedden
Director

Date: 13 October 2023

The notes on pages 16 to 38 form part of these financial statements.

Page 12

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 25 DECEMBER 2022

25 December
26 December
2022
2021
£
£

Cash flows from operating activities

Profit for the financial period
5,930,574
9,568,250

Adjustments for:

Amortisation of intangible assets
756,513
684,949

Depreciation of tangible assets
987,474
900,547

Gain on disposal of tangible assets
(28,149)
(42,131)

Interest paid
82,013
34,517

Interest received
(87,480)
(3,311)

Taxation charge
1,597,296
2,516,367

(Increase) in stocks
(83,932)
(2,120)

(Increase)/decrease in debtors
(250,729)
110,043

Increase/(decrease) in creditors
3,317,430
(596,188)

Corporation tax (paid)
(1,710,282)
(2,837,142)

Net cash generated from operating activities

10,510,728
10,333,781


Cash flows from investing activities

Purchase of tangible fixed assets
(1,321,992)
(842,556)

Sale of tangible fixed assets
68,489
42,662

Interest received
87,480
3,311

Acquisition of subsidiaries, net of cash received
(9,357,617)
-

Proceeds from sale of store
1,250,000
-

Net cash from investing activities

(9,273,640)
(796,583)
Page 13

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 25 DECEMBER 2022

25 December
26 December

2022
2021

£
£



Cash flows from financing activities

New secured loans
4,000,000
-

Repayment of loans
(1,502,085)
(574,690)

Repayment of/new finance leases
(191,944)
(151,154)

Dividends paid
(4,500,000)
(4,500,000)

Interest paid
(82,013)
(34,517)

Net cash used in financing activities
(2,276,042)
(5,260,361)

Net (decrease)/increase in cash and cash equivalents
(1,038,954)
4,276,837

Cash and cash equivalents at beginning of period
10,928,330
6,651,493

Cash and cash equivalents at the end of period
9,889,376
10,928,330


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
9,889,376
10,928,330

9,889,376
10,928,330


Page 14

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 25 DECEMBER 2022






At 27 December 2021
Cash flows
Acquisition and disposal of subsidiaries
New finance leases
At 25 December 2022
£

£

£

£

£

Cash at bank and in hand

10,928,330

(2,451,927)

1,412,973

-

9,889,376

Debt due after 1 year

(674,060)

(3,712,911)

-

-

(4,386,971)

Debt due within 1 year

(1,138,308)

155,933

-

-

(982,375)

Finance leases

(285,154)

208,144

-

(16,200)

(93,210)


8,830,808
(5,800,761)
1,412,973
(16,200)
4,426,820

The notes on pages 16 to 38 form part of these financial statements.

Page 15

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

1.


General information

Full House Restaurants Holdings Limited (registered number: 08895755) is a private Company limited by shares, domiciled and incorporated in England and Wales. The registered office is 2nd Floor, Magna House, 18-32 London Road, Staines-Upon-Thames, Surrey, TW18 4BP. The principal place of business is Unit 5, The Forum, Hanworth Lane, Chertsey, Surrey, KT16 9JX.
The Group consists of Full House Restaurants Holdings Limited ("the Company") and all of its subsidiaries. The Group manages and operates pizza delivery franchises in England.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements.

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Income and Retained Earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2014.

 
2.3

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Turnover is generated via management of fast food outlets and is measured as the fair value of the consideration received or receivable, excluding discounts, rebated, value added tax and other sales taxes. 

 
2.4

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the Group. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Page 16

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

2.Accounting policies (continued)

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Intangible assets

Goodwill

Goodwill arising on the acquisition of subsidiary undertakings and branches, represents any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired. 
Goodwill is being written off over twenty years on the basis that the company has the option, as stipulated in its franchise agreements, to renew the existing franchises for further ten year terms at the end of the initial ten year term. As the directors are likely to take up the option and due to the company being in a good standing with regards to the terms of the franchise agreement, the directors believe amortisation over the full 20 years reflects the likely consumption of economic benefits. 

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

           Franchise rights                                      -  10 years straight line

 
2.7

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 17

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

2.Accounting policies (continued)


2.7
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
Nil
Long-term leasehold property
-
100 / 10 years straight line
Motor vehicles
-
4 years straight line
Plant and machinery
-
10 years straight line
Computer equipment
-
5 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

The depreciable value of the freehold and leasehold property is £nil because the estimated amount that the entity would expect to obtain from the disposal of the assets, if the properties were already of the age and in the condition expected at the end of its useful economic life, is in excess of the current carrying value. As such no depreciation charge is included within the financial statements. 

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.10

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

Page 18

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

2.Accounting policies (continued)

 
2.11

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

 
2.12

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 
2.13

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.14

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.15

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 19

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

3.


Estimates and Judgments

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
Useful economic life of fixed assets.


4.


Turnover

An analysis of turnover by class of business is as follows:


Period from 27 December 2021 to
25 December
Period from 28 December 2020 to
26 December
2022
2021
£
£

Sale of Pizza's
62,704,143
64,789,624

62,704,143
64,789,624


All turnover arose within the United Kingdom.


5.


Other operating income

Period from 27 December 2021 to
25 December
Period from 28 December 2020 to
26 December
2022
2021
£
£

Net rents receivable
30,178
34,576

Trading incentive
200,000
100,000

230,178
134,576


Page 20

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

6.


Operating profit

The operating profit is stated after charging:

Period from 27 December 2021 to
25 December
Period from 28 December 2020 to
26 December
2022
2021
£
£

Depreciation of Tangible fixed assets
987,474
890,320

Profit/loss on sale of Tangible assets
(28,149)
(42,131)

Amortisation of Intangible fixed assets
756,513
684,951

Other operating lease rentals
1,202,289
1,146,184


7.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors and their associates:


Period from 27 December 2021 to
25 December
As restated
Period from 28 December 2020 to
26 December
2022
2021
£
£

Fees payable to the Group's auditors and its associates for the audit of the Group's annual financial statements
56,250
42,500

Fees payable to the Group's auditors and its associates in respect of:

Taxation compliance services
21,580
15,975

All non-audit services not included above
88,965
19,860


The taxation and non-audit fees for the year 2021 have been restated from £12,900 to £15,975 and from £12,100 to £19,860 respectively.  




Page 21

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

8.


Employees

Staff costs, including Directors' remuneration, were as follows:


Group
25 December
Group
26 December
Company
25 December
Company
26 December
2022
2021
2022
2021
£
£
£
£


Wages and salaries
18,586,306
17,998,846
2,115,945
2,188,907

Social security costs
1,132,953
957,923
404,993
257,072

Cost of defined contribution scheme
201,685
211,047
29,438
27,870

19,920,944
19,167,816
2,550,376
2,473,849


The average monthly number of employees, including the Directors, during the period was as follows:



Group
Group
Company
Company
Period from 27 December 2021 to
25 December
Period from 28 
December 2020 to
26
 December
Period from 27 December 2021 to
25 December
Period from 28 
December 2020 to
26
 December
        2022
        2021
        2022
        2021
            No.
            No.
            No.
            No.









Head office staff
34
26
34
26



Stores
1,795
1,571
-
-

1,829
1,597
34
26

Page 22

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

9.


Directors' remuneration

Period from 27 December 2021 to
25 December
Period from 28 December 2020 to
26 December
2022
2021
£
£

Directors' emoluments
888,939
873,821

Group contributions to defined contribution pension schemes
1,321
1,319

890,260
875,140


During the period retirement benefits were accruing to 1 Director (2021 - 1) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £726,245 (2021 - £743,057).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £1,321 (2021 - £1,319).


10.


Interest receivable

Period from 27 December 2021 to
25 December
Period from 28 December 2020 to
26 December
2022
2021
£
£


Other interest receivable
87,480
3,311

87,480
3,311


11.


Interest payable and similar expenses

Period from 27 December 2021 to
25 December
Period from 28 December 2020 to
26 December
2022
2021
£
£


Bank interest payable
82,013
34,517

82,013
34,517

Page 23

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

12.


Taxation


Period from 27 December 2021 to
25 December
Period from 28 December 2020 to
26 December
2022
2021
£
£

Corporation tax


Current tax on profits for the year
1,570,121
2,390,914

Adjustments in respect of previous periods
2,150
11,469


Total current tax
1,572,271
2,402,383

Deferred tax


Origination and reversal of timing differences
19,616
189

Changes to tax rates
5,409
113,795

Total deferred tax
25,025
113,984


Taxation on profit on ordinary activities
1,597,296
2,516,367
Page 24

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022
 
12.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is higher than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

Period from 27 December 2021 to
25 December
Period from 28 December 2020 to
26 December
2022
2021
£
£


Profit on ordinary activities before tax
7,527,870
12,084,617


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
1,430,295
2,296,077

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
56,995
8,245

Enhanced capital allowances
(36,741)
(23,409)

Ineligible differences on fixed assets
129,833
110,190

Adjustments to tax charge in respect of prior periods
4,670
11,469

Unutilised tax losses carried forward
2,317
-

Other tax adjustments
4,518
-

Effect of change in deferred tax rate
5,409
113,795

Total tax charge for the period
1,597,296
2,516,367


Factors that may affect future tax charges

The tax rate increased to 25% from 1 April 2023. A marginal relief is available if profits fall below £250,000, apportioned across the group, to reduce the rate of tax applied with the lowest boundary being 19%.


13.


Dividends

25 December
26 December
2022
2021
£
£


Dividends paid
4,500,000
4,500,000

4,500,000
4,500,000

On 10 April 2023 the Directors propose a dividend of £2,000,000

Page 25

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

14.


Intangible assets

Group







Franchise rights
Goodwill
Total

£
£
£



Cost


At 27 December 2021
153,829
14,766,578
14,920,407


On acquisition of subsidiaries
1,777
9,620,197
9,621,974


On disposal of store
-
(1,239,500)
(1,239,500)



At 25 December 2022

155,606
23,147,275
23,302,881



Amortisation


At 27 December 2021
114,664
7,075,337
7,190,001


Charge for the period on owned assets
7,275
749,238
756,513



At 25 December 2022

121,939
7,824,575
7,946,514



Net book value



At 25 December 2022
33,667
15,322,700
15,356,367



At 26 December 2021
39,165
7,691,241
7,730,406



The Company had no intangible fixed assets at 25 December 2022 and 26 December 2021.

Page 26

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

15.


Tangible fixed assets

Group








Freehold property
Long-term leasehold property
Motor vehicles
Fixtures and fittings
Computer equipment

£
£
£
£
£



Cost or valuation


At 27 December 2021
354,774
1,485,604
347,847
10,369,600
680,241


Additions
-
170,000
222,367
828,647
100,978


Acquisition of subsidiary
-
30,072
-
645,376
-


Disposals
-
-
(97,228)
-
-



At 25 December 2022

354,774
1,685,676
472,986
11,843,623
781,219



Depreciation


At 27 December 2021
-
612,463
107,953
7,351,339
567,047


Charge for the period on owned assets
-
54,103
96,036
763,386
73,949


Disposals
-
-
(56,888)
-
-



At 25 December 2022

-
666,566
147,101
8,114,725
640,996



Net book value



At 25 December 2022
354,774
1,019,110
325,885
3,728,898
140,223



At 26 December 2021
354,774
873,141
239,894
3,018,261
113,194
Page 27

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

           15.Tangible fixed assets (continued)


Total

£



Cost or valuation


At 27 December 2021
13,238,066


Additions
1,321,992


Acquisition of subsidiary
675,448


Disposals
(97,228)



At 25 December 2022

15,138,278



Depreciation


At 27 December 2021
8,638,802


Charge for the period on owned assets
987,474


Disposals
(56,888)



At 25 December 2022

9,569,388



Net book value



At 25 December 2022
5,568,890



At 26 December 2021
4,599,264

The Company had no tangible fixed assets at 25 December 2022 and 26 December 2021

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


25 December
As restated
26 December
2022
2021
£
£



Plant and machinery
181,375
222,746

Motor vehicles
75,947
112,263

257,322
335,009

The prior year disclosure for net book value of motor vehicles has been corrected. The disclosure amount was previously £4,086.

Page 28

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

16.


Fixed asset investments

Company








Investments in subsidiary companies

£



Cost or valuation


At 27 December 2021
7,573,990


Additions
10,770,590



At 25 December 2022
18,344,580



Net book value



At 25 December 2022
18,344,580



At 26 December 2021
7,573,990


Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Full House Restaurants Limited
2nd Floor, Magna House, 18-32 London Road, Staines-Upon-Thames, TW18 4BP
Ordinary
100%
House Special Limited
As above
Ordinary
100%
Classic Crust Limited
As above
Ordinary
100%
Sunmead Limited
As above
Ordinary
100%
Sherston Limited
As above
Ordinary
100%
JJE Enterprises Limited
As above
Ordinary
100%
Absolute Pizza Limited
As above
Ordinary
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Surrey Pizzas Limited
2nd Floor, Magna House, 18-32 London Road, Staines-Upon-Thames, TW18 4BP
Ordinary
100%
The Woodpecker Inn Limited
As above
Ordinary
100%

Page 29

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

17.


Stocks

Group
25 December
Group
26 December
2022
2021
£
£

Raw materials and consumables
370,779
210,233

370,779
210,233



18.


Debtors

Group
25 December
As restated
Group
26 December
Company
25 December
Company
26 December
2022
2021
2022
2021
£
£
£
£


Trade debtors
66,000
7,446
-
-

Amounts owed by group undertakings
-
-
3,857,550
2,895,850

Other debtors
50,272
4,922
5,038
4,922

Called up share capital not paid
2,000
2,000
1,000
1,000

Prepayments and accrued income
2,153,230
1,686,917
58,865
51,770

Deferred taxation
-
-
1,135
11,013

2,271,502
1,701,285
3,923,588
2,964,555



19.


Creditors: Amounts falling due within one year

Group
25 December
As restated
Group
26 December
Company
25 December
Company
26 December
2022
2021
2022
2021
£
£
£
£

Bank loans
1,132,809
561,575
1,070,058
500,594

Other loans
42,000
25,000
-
-

Trade creditors
2,233,791
1,551,803
158,002
102,107

Amounts owed to group undertakings
-
-
20,779,732
15,985,931

Corporation tax
1,063,902
966,415
73,005
42,308

Other taxation and social security
2,590,880
971,021
2,590,880
971,021

Obligations under finance lease and hire purchase contracts
56,891
207,746
27,341
183,615

Other creditors
1,455,529
641,852
1,455,529
641,851

Accruals and deferred income
1,191,686
989,783
186,959
178,864

9,767,488
5,915,195
26,341,506
18,606,291


Page 30

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

20.


Creditors: Amounts falling due after more than one year

Group
25 December
Group
26 December
Company
25 December
Company
26 December
2022
2021
2022
2021
£
£
£
£

Bank loans
3,361,408
561,540
2,984,469
128,958

Other loans
234,569
112,520
-
-

Net obligations under finance leases and hire purchase contracts
36,319
77,408
-
27,341

3,632,296
751,468
2,984,469
156,299



Page 31

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

21.


Loans



Group
25 December
Group
26 December
Company
25 December
Company
26 December
2022
2021
2022
2021
£
£
£
£

Amounts falling due within one year

Bank loans
1,132,809
561,575
1,070,058
500,594

Other loans
42,000
25,000
-
-


1,174,809
586,575
1,070,058
500,594

Amounts falling due 1-2 years

Bank loans
1,045,051
190,775
981,558
128,958

Other loans
42,000
25,000
-
-


1,087,051
215,775
981,558
128,958

Amounts falling due 2-5 years

Bank loans
2,122,718
147,511
2,002,911
-

Other loans
99,958
73,958
-
-


2,222,676
221,469
2,002,911
-

Amounts falling due after more than 5 years

Bank loans
193,639
223,254
-
-

Other loans
92,611
13,562
-
-

286,250
236,816
-
-

4,770,786
1,260,635
4,054,527
629,552


The long-term loans are primarily secured by fixed and floating charges over all the assets and undertakings of this Company including all present and future freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital.
There is in place a Composite Company Unlimited Unilateral Guarantee in place, dated 7 February 2012, given to HSBC plc by this Company, Full House Restaurants Limited, House Special Limited, Classic Crust Limited, The Woodpecker Inn Limited, Sunmead Limited, Sherston Limited and Surrey Pizzas Limited.

Page 32

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
25 December
Group
26 December
Company
25 December
Company
26 December
2022
2021
2022
2021
£
£
£
£

Within one year
56,891
207,746
27,341
183,615

Between 1-5 years
36,319
77,408
-
27,341

93,210
285,154
27,341
210,956

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.


23.


Deferred taxation


Group



2022


£






At beginning of year
(474,137)


Charged to profit or loss
(25,025)


Crystallisation of tax liability on sale of store
233,711


Arising on business combinations
(332,387)



At end of year
(597,838)

Page 33

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022
 
23.Deferred taxation (continued)

Company


2022


£






At beginning of year
11,013


Charged to profit or loss
(9,878)



At end of year
1,135

Group
25 December
Group
26 December
Company
25 December
Company
26 December
2022
2021
2022
2021
£
£
£
£

Accelerated capital allowances
(598,676)
(484,787)
297
363

Short term pension difference
838
10,650
838
10,650

(597,838)
(474,137)
1,135
11,013


24.


Share capital

25 December
26 December
2022
2021
£
£
Allotted, called up and fully paid



1,000 (2021 - 1,000) ordinary shares of £1.00 each
1,000
1,000

The Group and Company has one class of ordinary share which carry no right to fixed income.


25.


Reserves

Merger Reserve

 The merger reserve as provided by FRS 102; the movement on this reserve represents existing balances of share capital and share premium that existed in the subsidiaries at the time of the business combination.

Profit and loss account

The profit and loss reserve records retained earnings and accumulated losses attributable to the shareholders of the Group.

Page 34

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

26.
 

Business combinations

Full House Restaurant Holdings Limited acquired 100% of the issued share capital and obtained control of two companies during the year which operate fast food outlets. The first acquisition was on 14 August 2022, Absolute Pizza Limited and the second acquisition was on 30 October 2022, JJE Enterprises Limited.

Acquisition of JJE Enterprises Limited and Absolute Pizza Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Fair value
£

Fixed Assets

Tangible
685,948

Intangible
1,777

687,725

Current Assets

Stocks
76,614

Debtors
317,704

Cash at bank and in hand
1,412,973

Total Assets
2,495,016

Creditors

Due within one year
(1,012,236)

Deferred taxation
(332,387)

Total Identifiable net assets
1,150,393


Goodwill
9,620,197

Total purchase consideration
10,770,590

The fair value of the identifiable assets and liabilities assumed have been determined to be equal to the carrying values of the assets and liabilities on acquisition.

Consideration

£


Cash
10,770,590

Page 35

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

26.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
10,672,133

Directly attributable costs
98,457

10,770,590

Less: Cash and cash equivalents acquired
(1,412,973)

Net cash outflow on acquisition
9,357,617

Full House Restaurant Holdings Limited acquired Absolute Pizza Limited for £2,728,257 settled by cash. The fair value of the net assets acquired were:
Fixed assets £21,294
Current assets £1,006,776
Current liabilities £186,201
Non-current liabilities £233,711
Total net assets/(liabilities) acquired £608,158
Goodwill of £2,120,099 has been recognised under the acquisition method of accounting and is being amortised over 20 years.  
Full House Restaurant Holdings Limited acquired JJE Enterprises Limited for £8,042,333 settled by cash. The fair value of the net assets acquired were:
Fixed assets £666,431
Current assets £800,515
Current liabilities £826,035
Non-current liabilities £98,676
Total net assets/(liabilities) acquired £542,235
Goodwill of £7,500,098 has been recognised under the acquisition method of accounting and is being amortised over 20 years.

The results of JJE Enterprises Limited and Absolute Pizza Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
1,393,311

Profit for the period since acquisition
68,434

The post acquisition turnover and profit for store acquired from Absolute Pizza Ltd was £320,517 and £40,290 respectively.
The post acquisition turnover and profit for JJJE Enterprises Ltd was £1,072,794 and £28,144 respectively.

Page 36

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

27.


Prior year restatement

The prior year accounts incorrectly included amounts owed to/from group undertakings of £2,560,000 within the debtors and creditors balances in the Consolidated Statement of Financial Position due to an elimination adjustment not being captured in the prior year financial statements.
An adjustment has been made to eliminate these balances resulting in a reduction in debtors and creditors balances at 26 December 2021 by £2,560,000. There is no net asset of profit effect. 


28.


Commitments under operating leases

At 25 December 2022 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
25 December
Group
26 December
Company
25 December
Company
26 December
2022
2021
2022
2021
£
£
£
£

Not later than 1 year
1,383,215
1,185,849
47,817
47,817

Later than 1 year and not later than 5 years
4,836,675
4,099,567
191,268
191,268

Later than 5 years
8,277,209
7,237,244
107,588
155,405

14,497,099
12,522,660
346,673
394,490

29.


Related party transactions

At the period end the group owed the Franchiser and 49% shareholder, Dominos Pizza UK & Ireland Limited, £1,423,729 (2021: £982,474) in relation to trading activities. The total amount paid to Dominos Pizza UK & Ireland Limited and its fellow group entity, DP Realty Limited,  in relation to trading activities was £25,998,296 (2021: £24,019,997). Trading activities are comprised of the following: cost of sales, rent and service charges, advertising, administration costs and store development costs. 
Historically House Special Limited entered into a deferred payment agreement with DP Realty Limited, a fellow related company through Dominos Pizza UK & Ireland Limited. The agreements related to funding of lease premium for 2 new store premises. The applicable interest rates are 0% and 3% per annum above the GBP 3 months LIBOR on 28 April 2016 and the loans are repayable monthly over 10 years. In the year, Full House Restaurant Limited also entered into a deferred payment agreement with DP Realty Limited. The agreement related to funding of lease premium for a new store premise. There is no interest applicable on the loan as per the agreement and the loan is repayable monthly over 10 years. The total amount owing at the period end in total was £276,569 of which £42,000 is due within 1 year. These loans are shown within 'other loans'.
Dividends were paid by this company to Dominos Pizza UK & Ireland Limited in the year, amounting to £2,205,000 (2021: £2,250,000). 

Page 37

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022

30.


Transactions with directors

At 27 December 2021 the Company owed B Shedden £69,548. During the year, dividends of £450,000 were
declared to B Shedden, advances of £46,800 to the company by the director and repayments of £447,171. At 25
December 2022 £119,176 was owed by the Company. The directors account was in an overdrawn position for approximately four months during the year with a maximum balance of £38,799. No interest was charged.
At 27 December 2021 the Company owed J Shedden £482,186. During the year, dividends of £1,845,000 were declared to J Shedden and repayments made of £1,847,802. At 25 December 2022, £479,384 was owed by the Company. The directors account was in an overdrawn position for approximately four months during the year with a maximum balance of £9,954. No interest was charged.


31.


Controlling party

The Group was under the control of J Shedden and B Shedden throughout the year.  

 
Page 38