Company Registration No. 12737106 (England and Wales)
WINGSTOP (UK) LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022
PAGES FOR FILING WITH REGISTRAR
WINGSTOP (UK) LTD
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
WINGSTOP (UK) LTD
BALANCE SHEET
AS AT
31 JULY 2022
31 July 2022
- 1 -
2022
2021
as restated
Notes
$
$
$
$
Fixed assets
Investments
5
4,084,926
4,494,740
Current assets
Cash at bank and in hand
228,300
228,300
Creditors: amounts falling due within one year
7
(4,489,198)
(4,703,440)
Net current liabilities
(4,260,898)
(4,475,140)
Total assets less current liabilities
(175,972)
19,600
Capital and reserves
Called up share capital
9
1
1
Other reserves
20,100
12,628
Profit and loss reserves
(196,073)
6,971
Total equity
(175,972)
19,600

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 1 November 2023 and are signed on its behalf by:
Mr A McGrath
Director
Company Registration No. 12737106
WINGSTOP (UK) LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2022
- 2 -
Share capital
Share-based payment reserve
Profit and loss reserves
Total
Notes
$
$
$
$
As restated for the period ended 31 July 2021:
Balance at 13 July 2020
-
0
-
0
-
0
-
0
Year ended 31 July 2021:
Profit and total comprehensive income for the year
-
-
6,971
6,971
Issue of share capital
9
1
-
-
1
Credit to equity for equity settled share-based payments
-
12,628
-
0
12,628
Balance at 31 July 2021
1
12,628
6,971
19,600
Year ended 31 July 2022:
Loss and total comprehensive income for the year
-
-
(238,158)
(238,158)
Credit to equity for equity settled share-based payments
-
42,586
-
0
42,586
Transfers
-
(35,114)
35,114
-
Balance at 31 July 2022
1
20,100
(196,073)
(175,972)
WINGSTOP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2022
- 3 -
1
Accounting policies
Company information

Wingstop (UK) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Acre House, 11/15 William Road, London, United Kingdom, NW1 3ER.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The financial statements have been prepared on a going concern basis, which assumes the company will be able to meet its liabilities as and when the fall due for the foreseeable future. true

 

The company recognised a loss for the year of $238,158; the company incurs costs on behalf of the parent company and therefore is wholly reliant on it's parent for continued trading. The company has net liabilities of $175,972. At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, on the basis that the parent company has confirmed their intention, if required, to provide financial support to enable the company to settle its liabilities as they fall due for at least 12 months from the date of signing the financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements based on the continued support from its parent company.

1.3
Turnover

Turnover is recognised in line with the cost plus agreement in place with the parent company. It is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT.

1.4
Fixed asset investments

Interests in associate entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Fixed asset investments relating to loans to associates are accounted for as basic financial assets.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

WINGSTOP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
1
Accounting policies
(Continued)
- 4 -
Basic financial assets

Basic financial assets, which include cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. Transaction costs capitalised on basic financial assets carried at amortised costs are recognised evenly over the life of the instrument.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and amounts owed to fellow group undertakings, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.8
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.9
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using published market values. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to the share-based payment reserve.

 

Upon exercise of options granted to employees the expense is accelerated to recognise the difference between the fair value equity instruments and the expense recognised to date. In addition to this, a transfer is made between the share-based payment reserve and profit and loss reserve representing the expense recognised over the life of any exercised options.

WINGSTOP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
1
Accounting policies
(Continued)
- 5 -
1.10
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Acquisition costs on purchase of investments

In May 2021, the company acquired two investments as part of the same transaction, being shares in associates and deeply discounted bonds. Where costs directly attributable to the transactions were not explicitly designated between the shares purchased and the bonds, the company has estimated all costs relate to the bonds, based on their strategic significance to the wider Wingstop Group.

Impairment of loan shown as fixed asset investment

Investments are held at the transaction price less impairment. The assessment of impairment requires judgements to be made, which include the assessment of available financial information, discussions with associate entities which Wingstop (UK) has invested and the expected future performance of investments outside the control of the company.

Functional currency

The functional currency for the company for the year ended 31 July 2022 was United States Dollar. The assessment of functional currency requires judgements to be made. This includes consideration of its position within the wider Wingstop Group, sources of external funding and costs incurred and the currency they are denominated and the currency which predominantly influences costs incurred.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2022
2021
Number
Number
Total
4
2
WINGSTOP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
- 6 -
4
Interest receivable and similar income
2022
2021
$
$
Interest income
Other interest income
199,072
57,369
Other income from investments
Exchange differences
(539,134)
(101,709)
Total income
(340,062)
(44,340)
Disclosed on the profit and loss account as follows:
Other interest receivable and similar income
(340,062)
(44,340)
5
Fixed asset investments
2022
2021
$
$
Shares in group undertakings and participating interests
14,239
14,239
Loans to group undertakings and participating interests
4,070,687
4,480,501
4,084,926
4,494,740

On 21 May 2021, Wingstop (UK) Ltd subscribed to deep discounted bonds with a nominal value of £3,634,364 for a consideration of £2,990,000.

 

The loans to group undertakings and participating interests in the accounts is secured by way of a charge over fixed and floating charges assets of Lemon Pepper Topco Limited and Lemon Pepper Midco Limited which ranks priority over other similar bond instruments. This also contains a negative pledge.

Movements in fixed asset investments
Shares in group undertakings and participating interests
Loans to group undertakings and participating interests
Total
$
$
$
Cost or valuation
At 1 August 2021
14,239
4,480,501
4,494,740
Investment income
-
199,072
199,072
Foreign exchange gains/(losses)
-
(539,135)
(539,135)
Legal fees expensed
-
(69,751)
(69,751)
At 31 July 2022
14,239
4,070,687
4,084,926
Carrying amount
At 31 July 2022
14,239
4,070,687
4,084,926
At 31 July 2021
14,239
4,480,501
4,494,740
WINGSTOP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
- 7 -
6
Associates

Details of the company's associates at 31 July 2022 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Lemon Pepper Topco Limited
England and Wales
Investment holding company
Ordinary
20.00
-
Lemon Pepper Midco Limited
England and Wales
Investment holding company
Ordinary
0
20.00
Lemon Pepper Holdings Limited
England and Wales
Operation of restaurants
Ordinary
0
20.00
Lemon Pepper Cabot Limited
England and Wales
Dormant
Ordinary
0
20.00
Lemon Pepper Oracle Limited
England and Wales
Dormant
Ordinary
0
20.00
Lemon Pepper Bullring Limited
England and Wales
Dormant
Ordinary
0
20.00

On 21 May 2021, Wingstop (UK) Ltd acquired a 20% shareholding in Lemon Pepper Topco Limited.

7
Creditors: amounts falling due within one year
2022
2021
$
$
Amounts owed to group undertakings
4,374,111
4,596,172
Other creditors
115,087
107,268
4,489,198
4,703,440
8
Share-based payment transactions

The company has entered into a Restricted Stock Unit scheme with certain employees.

Number of share options
2022
2021
Number
Number
Outstanding at 1 August 2021
714.00
-
0
Granted
1,212.00
714.00
Exercised
264.00
-
0
Outstanding at 31 July 2022
1,662.00
714.00
Exercisable at 31 July 2022
-
0
-
0
WINGSTOP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
8
Share-based payment transactions
(Continued)
- 8 -

The Restricted Stock Units granted have a graded vesting period over 3 years, and in some cases are dependent on market based conditions being met in order to vest.

 

The directors have estimated the fair value of the options at the respective grant dates using published share prices at the date of grant.

 

Some units vested in the period. There was a corresponding transfer from share based payment reserves to the profit and loss reserves of £35,144 (2021: £nil).

 

The scheme is part of a group plan with employees having units in the parent company.

Liabilities and expenses

During the year, the company recognised total share-based payment expenses of $42,586 (2021 - $12,628) which related to equity settled share based payment transactions.

9
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of $1 each
1
1
1
1
10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The senior statutory auditor was Katherine Montgomery.
The auditor was HW Fisher LLP.
11
Events after the reporting date

On 13 October 2022, Wingstop (UK) Ltd further committed to purchase 9,068 with a par value of 0.001p Series A Preference shares in Lemon Pepper Topco Limited for a total consideration of £1,772,975.

 

On 13 October 2022, 4,534 shares were issued.

 

On 11 May 2023, the commitment was adjusted to reduce the total subscription to 7,813 and a total consideration of £1,527,578.

 

At the time that the financial statements were approved, no further subscriptions had been made.

 

WINGSTOP (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2022
- 9 -
12
Prior period adjustment

Prior year adjustments have been made to correct the balance sheet as at 31 July 2021. This includes capitalising investments of $4,535,719, to recognise interest income of $57,369, losses on foreign exchange of $75,098 and expense legal costs capitalised on these investments of $23,250.In addition to this, cash of $228,229, amounts owed to group understakings of $5,358,062 and other creditors of $81,935 have now been recognised. These had not been previously accounted for.

 

 

In addition, an adjustment has been made to recognise turnover of $784,326 which had not previously been accounted for in addition to administrative expenses of $685,246 and interest income of $44,340.

Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Jul 2021
$
$
$
Fixed assets
Investments
-
4,494,740
4,494,740
Current assets
Bank and cash
1
228,299
228,300
Creditors due within one year
Other creditors
-
(4,703,440)
(4,703,440)
Net assets
1
19,599
19,600
Capital and reserves
Other reserves
-
12,628
12,628
Profit and loss
-
6,971
6,971
Total equity
1
19,599
19,600
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Period ended 31 July 2021
$
$
$
Turnover
-
784,326
784,326
Administrative expenses
-
(733,015)
(733,015)
Interest receivable and similar income
-
(44,340)
(44,340)
Profit for the financial period
-
6,971
6,971
2022-07-312021-08-01false1 November 2023CCH SoftwareCCH Accounts Production 2023.100No description of principal activityThis audit opinion is unqualifiedMr A McGrathMr N BoudetMr C WestonMrs K E HartleyNorose Company Secretarial Services Limited127371062021-08-012022-07-31127371062022-07-31127371062021-07-3112737106core:CurrentFinancialInstrumentscore:WithinOneYear2022-07-3112737106core:CurrentFinancialInstrumentscore:WithinOneYear2021-07-3112737106core:CurrentFinancialInstruments2022-07-3112737106core:CurrentFinancialInstruments2021-07-3112737106core:ShareCapital2022-07-3112737106core:ShareCapital2021-07-3112737106core:OtherMiscellaneousReserve2022-07-3112737106core:OtherMiscellaneousReserve2021-07-3112737106core:RetainedEarningsAccumulatedLosses2022-07-3112737106core:RetainedEarningsAccumulatedLosses2021-07-3112737106core:ShareCapital2020-07-1212737106core:OtherMiscellaneousReserve2020-07-1212737106core:RetainedEarningsAccumulatedLosses2020-07-12127371062020-07-1212737106bus:Director12021-08-012022-07-3112737106core:RetainedEarningsAccumulatedLosses2020-07-132021-07-31127371062020-07-132021-07-3112737106core:RetainedEarningsAccumulatedLosses2021-08-012022-07-3112737106core:ShareCapital2020-07-132021-07-3112737106core:Non-currentFinancialInstruments2022-07-3112737106core:Non-currentFinancialInstruments2021-07-3112737106core:Associate12021-08-012022-07-3112737106core:Associate22021-08-012022-07-3112737106core:Associate32021-08-012022-07-3112737106core:Associate42021-08-012022-07-3112737106core:Associate52021-08-012022-07-3112737106core:Associate62021-08-012022-07-3112737106core:Associate112021-08-012022-07-3112737106core:Associate222021-08-012022-07-3112737106core:Associate332021-08-012022-07-3112737106core:Associate442021-08-012022-07-3112737106core:Associate552021-08-012022-07-3112737106core:Associate662021-08-012022-07-31127371062021-07-3112737106core:ContinuingOperations2020-07-132021-07-3112737106bus:PrivateLimitedCompanyLtd2021-08-012022-07-3112737106bus:SmallCompaniesRegimeForAccounts2021-08-012022-07-3112737106bus:FRS1022021-08-012022-07-3112737106bus:Audited2021-08-012022-07-3112737106bus:Director22021-08-012022-07-3112737106bus:Director32021-08-012022-07-3112737106bus:Director42021-08-012022-07-3112737106bus:CompanySecretary12021-08-012022-07-3112737106bus:FullAccounts2021-08-012022-07-31xbrli:purexbrli:sharesiso4217:GBP