Fuel Juice Topco Limited - Limited company accounts 18.2

REGISTERED NUMBER: SC434154 (Scotland)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

For The Period 1 October 2016 to 31 March 2018

for

Fuel Juice Topco Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

7

Consolidated Statement of Financial Position

8

Company Statement of Financial Position

9

Consolidated Statement of Changes in Equity

10

Company Statement of Changes in Equity

11

Consolidated Statement of Cash Flows

12

Notes to the Consolidated Statement of Cash Flows

13

Notes to the Consolidated Financial Statements

14

DIRECTORS:

E J Weston

J O Tillman

H Standen

REGISTERED OFFICE:

Regent Court

70 West Regent Street

Glasgow

G2 2QZ

REGISTERED NUMBER:

SC434154 (Scotland)

AUDITORS:

Robb Ferguson

Chartered Accountants & Statutory Auditors

Regent Court

70 West Regent Street

Glasgow

G2 2QZ

The directors present their strategic report of the company and the group for the period 1 October 2016 to

31 March 2018.

REVIEW OF BUSINESS AND KEY PERFORMANCE INDICATORS

The strategic report covers the period 1 October 2016 to 31 March 2018. The previous reporting period was 12 months

to 30 September 2016.

2018 (18m)

2016 (12m)

Number of sites

42

39

Turnover

£12,191,333

£8,379,624

Store EBITDA

£1,999,639

£1,872,733

Group EBITDA pre non-recurring costs

(£189,806)

£967,312

There was an overall net loss before tax of £1,179,221 for the period, however the directors are confident that

performance will recover, as a result of one of the group company's having a company voluntary arrangement currently

in place.

The terms of the CVA are that critical creditors will be repaid in full for the balance outstanding at 22 December 2017

(CVA date). 50% of this balance was paid in July 2018 and the remainder will be paid before the end of December

2018. Non-critical creditors will receive 5% of the balance owed to them at the CVA date and this was paid in full

during the course of 2018.

GOING CONCERN

The financial statements have been prepared on the going concern basis. The group incorporates goodwill of £2,412,843

and excluding amortisation of this balance losses before tax would have been £1,0121,005 (2016 - £757,041).

Therefore, the group statement of financial position would have reported net liabilities of £2,020,819 (excluding

goodwill amortisation). The directors note that the long term creditors of the business consists predominantly of

shareholder loan notes. The directors have assessed the group has adequate resources to meet the ongoing costs of the

business through continued support of the group directors and creditors for a minimum of 12 months from the date of

signing the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial

statements.

The group is trading profitably in the current year to date as a result of the restructuring and subsequent store closures.

ON BEHALF OF THE BOARD:

H Standen - Director

21 December 2018

The directors present their report with the financial statements of the company and the group for the period

1 October 2016 to 31 March 2018.

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of smoothie and juice sales.

DIVIDENDS

No dividends will be distributed for the period ended 31 March 2018.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 October 2016 to the date of this

report.

E J Weston

J O Tillman

Other changes in directors holding office are as follows:

H E W Robinson - resigned 5 May 2017

C J Sullivan - resigned 9 October 2017

H Standen - appointed 9 February 2018

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the

company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006.

They 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as

a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are

aware of that information.

ON BEHALF OF THE BOARD:

H Standen - Director

21 December 2018

Opinion

We have audited the financial statements of Fuel Juice Topco Limited (the 'parent company') and its subsidiaries (the

'group') for the period ended 31 March 2018 which comprise the Consolidated Statement of Comprehensive Income,

Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of

Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the

Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant

accounting policies. The 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 affairs as at 31 March 2018 and of the group's loss 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 UK, including the FRC'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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to

you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

A subsidiary of the company, Fuel Juice Bars Limited, has entered into a company voluntary arrangement in the period.

This therefore casts doubt over the going concern of the group as a whole.

Emphasis of matter on going concern

We draw attention to the Strategic Report and Note 2 to the financial statements which describes the company voluntary

arrangement which was entered into in the period by one of the company's, Fuel Juice Bars Limited.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group

Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the

Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or

apparent material misstatements, we are required to determine whether there is a material misstatement in the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude

that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 Report of the

Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you

if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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.

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 a Report of the Auditors that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those

matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's

members as a body, for our audit work, for this report, or for the opinions we have formed.

Janice Alexander (Senior Statutory Auditor)

for and on behalf of Robb Ferguson

Chartered Accountants & Statutory Auditors

Regent Court

70 West Regent Street

Glasgow

G2 2QZ

21 December 2018

TURNOVER

12,191,333

8,379,624

Cost of sales

11,836,622

7,386,540

GROSS PROFIT

354,711

993,084

Administrative expenses

1,556,509

1,263,925

OPERATING LOSS

4

(1,201,798

)

(270,841

)

Profit/loss on sale of tangible fixed assets

5

(859,797

)

-

Loan note interest payable

written off

5

1,716,488

-

Dilapidations and rent deposit

5

(61,809

)

-

Bad debts

5

(506,588

)

-

Impairment losses for intangible fixed assets

5

(186,765

)

-

(1,100,269

)

(270,841

)

Interest payable and similar expenses

6

78,952

655,324

LOSS BEFORE TAXATION

(1,179,221

)

(926,165

)

Tax on loss

7

(27,946

)

28,330

LOSS FOR THE FINANCIAL PERIOD

(1,151,275

)

(954,495

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE PERIOD

(1,151,275

)

(954,495

)

Loss attributable to:

Owners of the parent

(1,151,275

)

(954,495

)

Total comprehensive income attributable to:

Owners of the parent

(1,151,275

)

(954,495

)

FIXED ASSETS

Intangible assets

9

2,412,843

2,777,924

Tangible assets

10

1,354,382

3,536,700

Investments

11

-

-

3,767,225

6,314,624

CURRENT ASSETS

Stocks

12

47,426

70,767

Debtors

13

684,230

1,027,693

Cash at bank and in hand

7,247

340,491

738,903

1,438,951

CREDITORS

Amounts falling due within one year

14

1,938,036

4,738,768

NET CURRENT LIABILITIES

(1,199,133

)

(3,299,817

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,568,092

3,014,807

CREDITORS

Amounts falling due after more than one year

15

(5,234,238

)

(4,462,238

)

PROVISIONS FOR LIABILITIES

20

(106,159

)

(173,599

)

NET LIABILITIES

(2,772,305

)

(1,621,030

)

CAPITAL AND RESERVES

Called up share capital

21

9,076

9,076

Share premium

22

136,416

136,416

Retained earnings

22

(2,917,797

)

(1,766,522

)

SHAREHOLDERS' FUNDS

(2,772,305

)

(1,621,030

)

The financial statements were approved by the Board of Directors on 21 December 2018 and were signed on its behalf

by:

H Standen - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

75,251

75,251

75,251

75,251

CURRENT ASSETS

Debtors

13

1,869,825

2,471,831

CREDITORS

Amounts falling due within one year

14

266,105

898,526

NET CURRENT ASSETS

1,603,720

1,573,305

TOTAL ASSETS LESS CURRENT LIABILITIES

1,678,971

1,648,556

CREDITORS

Amounts falling due after more than one year

15

1,629,133

1,629,133

NET ASSETS

49,838

19,423

CAPITAL AND RESERVES

Called up share capital

21

9,076

9,076

Share premium

22

136,416

136,416

Retained earnings

22

(95,654

)

(126,069

)

SHAREHOLDERS' FUNDS

49,838

19,423

Company's profit/(loss) for the financial year

30,415

(68,306

)

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 21 December 2018 and were signed on its behalf by:

H Standen - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 October 2015

9,076

(812,027

)

136,416

(666,535

)

Changes in equity

Total comprehensive loss

-

(954,495

)

-

(954,495

)

Balance at 30 September 2016

9,076

(1,766,522

)

136,416

(1,621,030

)

Changes in equity

Total comprehensive loss

-

(1,151,275

)

-

(1,151,275

)

Balance at 31 March 2018

9,076

(2,917,797

)

136,416

(2,772,305

)

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 October 2015

9,076

(57,763

)

136,416

87,729

Changes in equity

Total comprehensive income

-

(68,306

)

-

(68,306

)

Balance at 30 September 2016

9,076

(126,069

)

136,416

19,423

Changes in equity

Total comprehensive income

-

30,415

-

30,415

Balance at 31 March 2018

9,076

(95,654

)

136,416

49,838

Cash flows from operating activities

Cash generated from operations

1

(163,061

)

1,518,983

Interest paid

(78,952

)

(655,324

)

Tax paid

(58

)

(48,126

)

Net cash from operating activities

(242,071

)

815,533

Cash flows from investing activities

Purchase of tangible fixed assets

(391,503

)

(2,100,929

)

Net disposal cost of fixed assets

-

(4,567

)

Net cash from investing activities

(391,503

)

(2,105,496

)

Cash flows from financing activities

Loan repayments in year

-

(3,369

)

Loan note issue

772,000

400,000

Net cash from financing activities

772,000

396,631

Increase/(decrease) in cash and cash equivalents

138,426

(893,332

)

Cash and cash equivalents at beginning of period

2

(381,996

)

511,336

Cash and cash equivalents at end of period

2

(243,570

)

(381,996

)

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.10.16

to

Year Ended

31.3.18

30.9.16

£

£

Loss before taxation

(1,179,221

)

(926,165

)

Depreciation charges

973,130

657,153

Loss on disposal of fixed assets

859,797

38,343

Investment impairment

186,765

-

Bad debt

506,588

-

Finance costs

78,952

655,324

1,426,011

424,655

Decrease/(increase) in stocks

23,341

(24,517

)

Decrease/(increase) in trade and other debtors

343,463

(254,547

)

(Decrease)/increase in trade and other creditors

(1,955,876

)

1,373,392

Cash generated from operations

(163,061

)

1,518,983

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of

these Statement of Financial Position amounts:

Period ended 31 March 2018

31.3.18

1.10.16

£

£

Cash and cash equivalents

7,247

340,491

Bank overdrafts

(250,817

)

(722,487

)

(243,570

)

(381,996

)

Year ended 30 September 2016

30.9.16

1.10.15

£

£

Cash and cash equivalents

340,491

511,336

Bank overdrafts

(722,487

)

-

(381,996

)

511,336

1.	STATUTORY INFORMATION

Fuel Juice Topco Limited is a private company, limited by shares , registered in Scotland. The company's

registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The Group financial statements consolidate the financial statements of the Company and all of its subsidiary

undertakings drawn up to 31 March 2018 in the current period and 30 September 2016 in the prior year.

The results of subsidiaries acquired are included from the effective date of acquisition and Fuel Juice Bars

(England & Wales) Limited is included within the consolidation up until the date of administration, 4th

December 2017.

The financial statements have been prepared on the going concern basis. The group incorporates goodwill of

£2,412,813 and excluding amortisation of this balance, losses before tax would have been £1,021,005 (2016 -

£757,041). Therefore, the group statement of financial position would have reported net liabilities of £2,020,819

(excluding goodwill amortisation). The directors have assessed the group has adequate resources to meet the

ongoing costs of the business through continued support of the group directors and creditors for a minimum of

12 months from the date of signing the financial statements.

One of the company's within the group, Fuel Juice Bars Limited, is currently in a company voluntary

arrangement, however the directors are confident that performance will recover in the future as a result.

Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Turnover

Turnover is stated net of VAT and trade discounts. Turnover from the sale of goods is recognised when the

goods are physically delivered to the customer.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold

-

Over the term of the lease

Improvements to property

-

20% on reducing balance and over the period of lease

Fittings & equipment

-

25% on reducing balance

Office equipment

-

33.33% on cost and 25% on reducing balance

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow

moving items.

Financial instruments

Basic financial instruments are recognised at amortised cost, except for investments in non-convertible

preference and non-puttable ordinary shares which are measured at fair value, with changes recognised in profit

or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value with changes

recognised in profit or loss.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of

Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or

directly in equity.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the statement of financial position date.

Current or deferred taxation assets and liabilities are not discounted.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the

statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from

those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that

have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the

timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they

will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme

are charged to profit or loss in the period to which they relate.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost

less any accumulated amortisation and any accumulated impairment losses.

Brands are being amortised over their estimated useful life of five years.

Goodwill, being the amount paid in connection with the acquisition of a business in 2012, is being amortised

evenly over its estimated useful life of twenty years.

Fixed asset investment

Investments are measured at cost less impairment as fair value cannot be reliably measured without undue cost or

effort.

Operating leases

Rentals under operating leases are charged to the Statement of Comprehensive Income on a straight line basis

over the lease term. Where operating leases include rent free period incentives, the full cost of the lease is spread

over the term of the lease.

3.	EMPLOYEES AND DIRECTORS

Period

1.10.16

to

Year Ended

31.3.18

30.9.16

£

£

Wages and salaries

3,981,679

2,381,861

Social security costs

135,836

130,656

Other pension costs

5,790

-

4,123,305

2,512,517