Wrap Text
Unaudited condensed financial results for the six months ended 31 August 2012
Taste Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/002239/06)
JSE code: TAS ISIN: ZAE000081162
("Taste" or "the company" or "the group")
Unaudited Condensed Financial Results for the six months ended 31 August 2012
Salient Features
Revenue up 55% to R176.3 million
EBITDA up 47% to R20.6 million
Operating profit up 54% to R16.4 million
Headline earnings up 65% to R8.8 million
Headline earnings per share up 45% to 4.5 cents
System-wide sales up 54% to R641 million
Operating costs as a % of revenue improved to 39.6% (2011: 42.6%)
Fully integrated The Fish & Chip Co. business
Established food distribution depots in Cape Town and Gauteng
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
6 months 6 months 12 months
ended ended ended
31 August 31 August 29 February
2012 2011 2012
% Unaudited Unaudited Audited
change R'000 R'000 R'000
Revenue(2) 55% 176,256 113,416 265,293
Gross profit(3) 46% 85,713 58,706 133,912
Other income 529 241 9
Operating costs(4) 45% (69,797) (48,270) (98,341)
Operating profit 54% 16,445 10,677 35,580
Share option IFRS 2 charge(5) (367) (216) (399)
Investment revenue 1,114 346 884
Finance costs(6) (3,752) (2,640) (5,684)
Profit before taxation 65% 13,440 8,167 30,381
Taxation (4,412) (2,819) (9,310)
Profit for the period 69% 9,028 5,348 21,071
Other comprehensive income - - -
Total comprehensive income for the period 69% 9,028 5,348 21,071
Attributable to:
Equity holders of company 69% 9,028 5,348 21,071
Non-controlling interests - - -
Earnings per share attributable to equity holders of company
Basic earnings per share (cents)(1) 52% 4.7 3.1 12.2
Diluted earnings per share (cents)(1) 47% 4.4 3.0 11.6
Dividends per share (cents) - - 4.0
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 August 31 August 29 February
2012 2011 2012
Unaudited Unaudited Audited
R'000 R'000 R'000
ASSETS
Non-current assets 170,518 98,353 167,414
Property, plant and equipment(7) 16,420 11,284 11,853
Intangible assets(8) 86,366 66,632 87,045
Goodwill(8) 64,669 18,654 64,669
Other financial assets(9) 2,308 581 3,092
Deferred tax 755 1,202 755
Non-current assets held for sale(10) 1,258 1,749 1,258
Current assets 185,833 118,928 168,693
Inventories(11) 91,027 69,428 70,576
Trade and other receivables(12) 71,880 32,524 56,606
Taxation 6,408 5,092 1,137
Advertising levies 3,927 2,190 1,435
Other financial assets(9) 5,222 6,476 3,631
Cash and cash equivalents 7,369 3,218 35,308
Total assets 357,609 219,030 337,365
EQUITY AND LIABILITIES
Equity attributable to holders of parent 173,469 118,974 171,840
Share capital 2 2 2
Retained earnings 92,424 75,439 91,162
Share premium 80,101 43,141 80,101
Equity-settled share-based payment reserve 942 392 575
Non-current liabilities 70,941 38,425 76,320
Borrowings(13) 49,316 21,781 54,195
Long-term employee benefits 126 252 252
Deferred tax 21,499 16,392 21,873
Current liabilities 113,199 61,631 89,205
Provisions 250 250 250
Current tax payable 4,215 2,831 55
Trade and other payables(12) 80,842 27,373 66,707
Balances due to vendors 1,000 - 1,000
Bank overdrafts 15,699 14,963 9,770
Dividends payable 41 - 17
Borrowings(13) 11,152 16,214 11,406
Total equity and liabilities 357,609 219,030 337,365
Number of shares in issue ('000)(14) 194,161 170,161 194,161
Net asset value per share (cents) 89.3 69.9 88.5
Net tangible asset value per share (cents)(15) 22.6 29.4 21.6
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Equity-
settled
share-
based
Share Share Total share payment Retained
capital premium capital reserve earnings Total
R000 R000 R000 R000 R000 R000
Balance 1 September 2011 2 43,141 43,143 392 75,439 118,974
Share-based payment 183 183
Share issue(14) 36,960 36,960 36,960
Comprehensive income for the period 15,723 15,723
Balance 1 March 2012 2 80,101 80,103 575 91,162 171,840
Share-based payment(5) 367 367
Dividends paid (7,766) (7,766)
Comprehensive income for the period 9,028 9,028
Balance 31 August 2012 2 80,101 80,103 942 92,424 173,469
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
6 months 6 months 12 months
ended ended ended
31 August 31 August 29 February
2012 2011 2012
Unaudited Unaudited Audited
R'000 R'000 R'000
Cash flow from operating activities (20,055) (8,208) 20,412
Cash (utilised in)/generated by operating activities(16) (3,779) 2,867 39,132
Investment revenue 1,114 346 884
Finance costs (3,752) (2,640) (5,684)
Dividends paid (7,742) (5,105) (5,088)
Taxation paid (5,896) (3,676) (8,832)
Cash flows from investing activities (8,554) (4,685) (61,588)
Acquisition of property, plant and equipment(7) (6,446) (1,073) (2,954)
Proceeds of disposals of property, plant and
equipment 351 10 11
Proceeds on disposal of non-current assets held for sale - - 211
Proceeds on disposal of retail store - - 1,150
Acquisition of business(17) - - (56,000)
Loans advanced (806) (2,810) (1,856)
Acquisition of intangible assets (1,653) (812) (2,150)
Cash flows from financing activities (5,259) (6,795) 58,771
Decrease in long-term employee benefits (126) (177) (177)
Proceeds from issue of shares(14) - - 36,960
Loans (repaid)/raised (5,133) (6,618) 20,988
Loans raised to vendors - - 1,000
Change in cash and cash equivalents (33,868) (19,688) 17,595
Cash and cash equivalents at beginning of period 25,538 7,943 7,943
Cash and cash equivalents at end of period (8,330) (11,745) 25,538
CONDENSED CONSOLIDATED SEGMENTAL REPORT
6 months 6 months 12 months
ended ended ended
31 August 31 August 29 February
2012 2011 2012
Unaudited Unaudited Audited
R'000 R'000 R'000
Segment revenue
Food(18) 160% 106,346 40,906 96,229
Franchise 33,306 21,858 46,073
Food services(19) 72,780 17,945 47,679
Retail(20) 260 1,103 2,477
Jewellery(21) 1% 73,327 72,934 170,793
Franchise and wholesale(22) 44,051 48,466 113,867
Retail(23) 29,276 24,386 56,844
Concession retail(21) - 82 82
Corporate services 5,935 4,825 10,827
Eliminations(24) (9,352) (5,249) (12,556)
Group revenue 55% 176,256 113,416 265,293
Segment operating profit
Food 48% 16,534 11,176 25,428
Franchise 12,822 10,073 22,479
Food services(25) 3,995 1,399 3,577
Retail (283) (296) (628)
Jewellery 26% 7,033 5,562 23,097
Franchise and wholesale 2,027 3,514 13,778
Retail(23) 5,006 2,088 9,333
Concession retail - (40) (14)
Corporate services(26) 18% (7,122) (6,061) (12,945)
Group operating profit(27) 54% 16,445 10,677 35,580
Notes to the financial information
1. Reconciliation of headline earnings
6 months 6 months 12 months
ended ended ended
31 August 31 August 29 February
2012 2011 2012
% Unaudited Unaudited Audited
change R'000 R'000 R'000
Reconciliation of headline earnings:
Earnings attributable to equity holders of company adjusted for: 69% 9,028 5,348 21,071
Impairment losses - - 491
Profit on sale of property, plant and equipment (295) (5) (165)
Tax effect on headline earnings adjustments 83 - 24
Headline earnings attributable to ordinary shareholders 65% 8,816 5,343 21,421
Weighted average shares in issue ('000)(14) 194,161 170,161 172,850
Diluted weighted average shares in issue ('000) 205,245 179,815 182,285
Basic earnings per share (cents) 52% 4.7 3.1 12.2
Diluted earnings per share (cents) 47% 4.4 3.0 11.6
Headline earnings per share (cents) 45% 4.5 3.1 12.4
Diluted headline earnings per share (cents) 43% 4.3 3.0 11.8
2. The revenue increase from 31 August 2011 ("the prior period" or "2011") is due primarily to the
continued growth of the food services division and the acquisition of the The Fish & Chip Co.
business on 1 February 2012.
3. In line with expectations, the gross profit increase of 46% is lower than the revenue increase due
to the higher contribution of the food services division, which has a lower gross profit margin than
the rest of the group. Therefore, the gross margin has declined from 52% in the prior period to
49% for the six months ended 31 August 2012 ("the current period" or "2012").
4. Group operating costs as a percentage of revenue, a key measure for the group, declined for the
fourth consecutive reporting period to 39.6% (2011: 42.6%).
5. The IFRS 2 charge relates to the Taste share option scheme.
6. The increase in finance costs is as a result of the loan raised for the acquisition of The Fish &
Chip Co. and the restructuring of the groups total long-term debt into one new loan, payable over
five years from 1 February 2012, at a lower interest rate.
7. The vast majority of the increase in property, plant and equipment is due to the capital
expenditure incurred for the commissioning of the Cape Town and Gauteng distribution depots
within the food services division, which expenditure was funded from internal cash resources.
8. The increase in intangible assets and goodwill relates to the acquisition of The Fish & Chip Co. on
1 February 2012. Shareholders are referred to the 2012 annual report for details of the
transaction.
9. Other financial assets consist of:
loans made to marketing funds of brands within the group. These loans attract interest,
and are repayable in monthly installments; and
extended payment terms given by the brands to certain franchisees.
10. The decline in non-current assets held for sale is as a result of the impairment of one company-
owned food outlet, ownership of which is not a core strategy.
11. The increase in inventories is mainly due to:
an increase of R11.7 million in the jewellery segment as a result of seasonal inventory
buy-in for the December trading period and inventory located in additional corporate
stores, when compared to the prior period; and
an increase of R8.8 million in the food services division as a result of the establishment of
two distribution depots in Cape Town and Gauteng servicing some 450 franchised food
outlets.
12. The change in trade and other receivables and payables from the prior period is due to:
The acquisition of The Fish & Chip Co. on 1 February 2012; and
the growth of the food services division, in particular, the establishment of the two
distribution depots during August 2012, supplying stock to some 450 franchised food
outlets.
13. The increase in borrowings is as a result of the loan raised for the acquisition of The Fish & Chip
Co. The decrease in the current portion of borrowings is as a result of the restructuring of the
groups debt into one new loan, payable over five years from 1 February 2012.
14. The increase in the number shares in issue is as a result of the issue of 24 million ordinary shares
to Brimstone Investment Corporation Limited on 20 January 2012, to partially fund the acquisition
of The Fish & Chip Co.
15. Net tangible asset value per share is calculated by excluding goodwill, intangible assets, and the
deferred taxation liability relating to intangible assets, from net asset value. The decline is due to
the nature of the acquisition of The Fish & Chip Co. wherein the major portions of the assets
acquired were classified as intangible.
16. The cash utilised in operations is as a result of the additional inventory and trade receivables
more fully detailed in notes 11 and 12 above.
17. On 1 February 2012, the group acquired The Fish & Chip Co. Shareholders are referred to the
2012 annual report for details of the transaction.
18. The food segment consists of the franchising division from which new store and annuity income is
generated; a retail division in which corporate-owned stores are accounted for; and a food
services division which manufactures and distributes food products to franchisees. The
ownership of corporate-owned stores is not a core strategy in this segment.
19. The revenue in this division is not comparable as it did not distribute stock to franchisees in the
prior period. The revenue in the current period includes six months of distribution to Fish & Chip
Co. outlets and less than one month of distribution to outlets of Scooters Pizza, Maxis and St
Elmos.
20. The significant decrease in revenue of retail outlets is due to the sale or closure of corporate-
owned stores during the current period.
21. The jewellery segment consists of two core divisions: 22 corporate-owned stores ("Retail"); and
franchise and wholesale. The latter division manufactures, sources and distributes stock to
franchisees and earns new-store and annuity royalty revenue. Concession retail relates to two
pilot projects discontinued in April 2011.
22. The decline in revenue from the prior period in the franchise and wholesale division is due to a
combination of negative same-stores sales of 1.5% for franchisee-owned stores; and fewer stores
as a result of four franchise stores which were previously accounted for in this division now being
accounted for within the retail division.
23. The increase in revenue is especially significant as same-store sales growth for the 22 corporate-
owned outlets was 13.4% for the period under review. The increase in operating margin from
8.6% in 2011 to 17.1% in 2012 is a combination of outstanding same-store sales growth,
improved gross margins and reduced costs.
24. This refers to interdivisional revenues in the food and corporate services segments that are
eliminated on consolidation.
25. The operating profit includes once-off and establishment costs of R2.0 million associated with the
establishment of the two distribution depots in Cape Town and Gauteng during August 2012.
Excluding these costs the operating margin would have remained the same as the prior period.
26. The 18% increase in corporate services costs includes costs associated with the integration of
The Fish & Chip Co. acquisition.
27. Group operating margin remained unchanged for the period at 9.3%. The seasonal nature of the
groups jewellery segment results in the group generating substantially higher revenues and
profits during the second half of the financial year.
GROUP OVERVIEW
The directors of Taste present the unaudited financial results for the six months ended 31 August 2012
("the current period" or "2012"). Taste is a South African-based management group, invested in a
portfolio of mostly franchised, category specialist, restaurant and retail brands, currently represented in
over 550 locations throughout Southern Africa.
When compared to the six months ended 31 August 2011 ("the prior period" or "2011"), the group
acquired and commenced integrating the business of The Fish & Chip Co.; made substantial progress
against its vertical integration strategy through the establishment of two distribution depots in Cape
Town and Gauteng servicing some 450 of its more than 500 food franchisees; and continued the stellar
same-store sales growth in its corporate-owned jewellery outlets.
System-wide sales for the group increased 54% to R641 million (2011: R416 million). Continued focus
on leveraging the groups economies of scale as it grows, saw costs as a percentage of revenue
decline for the fourth consecutive reporting period from 42.6% to 39.6%. Consequently, the revenue
increase of 55% to R176 million (2011: R113 million) translated into a 65% increase in profit before tax
to R13.4 million (2011: R8.2 million), despite the expected decline in gross margin due to the larger
contribution of the lower-margin food services division.
The acquisition and integration of The Fish & Chip Co. and the establishment of two distribution
depots during the period has created long-run growth paths within the food segment.
The introduction of the NWJ branded credit card in June 2012 has had a significant initial uptake and
credit sales as a percentage of total sales have increased from 2% previously to 8% in just two
months. The card is underwritten by a third party, enabling NWJ to focus on the customer proposition
and not exposing it to bad debt risk. Given the historical cash nature of the NWJ consumer this will
give credit-based consumers access to the brand.
Notwithstanding a sound set of financial results and solid growth platforms, the group is acutely
focused on improving franchisee profitability in both segments and bedding down its warehousing and
distribution business in the next six months.
SEGMENTAL OVERVIEW
FOOD
The food segment consists of the Maxis, Scooters Pizza, St Elmos Woodfired Pizza and The Fish &
Chip Co. brands, as well as Buon Gusto Food Services. The latter manufactures specialised sauces,
spices, dough premixes and added value meat products for the groups food brands.
The four consumer brands are underpinned by strong value-for-money propositions within their target
consumer market. The inclusion of The Fish & Chip Co. from 1 February 2012 has extended the
groups consumer reach from the more traditional LSM 7-10 consumer focus to a much larger and
diverse universe of LSM 4-10 consumers.
The food franchise division ended the period with 498 outlets (2011: 246 outlets). Significantly, The
Fish & Chip Co. brand opened 54 new outlets in the six months under review, in line with the
communicated target on acquisition of the business. System-wide sales for the division soared 74% to
R534 million (2011: R307 million). Comparable store openings in the other three brands were lower
than the prior period due to a higher-than-normal number of new stores in the first half of the prior
period. The division plans to open approximately 60 new outlets in the second half of the financial year.
In line with the group's stated vertical integration strategy, the food division terminated its distribution
contract with its third-party distributor in August 2012. Consequent to this, the division established
distribution depots in Gauteng and Cape Town, which distribute directly to some 450 food outlets. A
KwaZulu-Natal ("KZN") depot is being commissioned and will become operational during March 2013.
The group has entered into a management contract whereby it does not own the delivery vehicles,
thereby mitigating the capital expenditure and management requirements during this set-up phase of
the distribution project. Included in these interim results are once-off costs of R2.0 million relating to
the commissioning of the distribution depots. Set-up costs of a further R1.5 million are estimated
during the next six months. The capital expenditure to date for the establishment of the depots has
been approximately R5 million, which has been funded from internal cash resources.
The focus in the near term is on rolling out the re-branded Scooters Pizza image; capitalising on the
growth in the The Fish & Chip Co.; and bedding down the distribution business. These three focal
areas offer substantial opportunity for growth for this segment.
JEWELLERY
NWJ is the third-largest jewellery brand in South Africa, with 79 outlets nationally. As the only
vertically-integrated franchise jewellery chain in South Africa, it owns and operates approximately 28%
of the total outlets; provides franchising and merchandising services to its franchise network;
manufactures certain products sold by the NWJ outlets; and sources and distributes the items not
manufactured by its manufacturing facility. The franchise services are comparable to the Taste food
franchise division in that they offer their franchisees operational and marketing support, project
management, new site growth and development, and national brand-building strategies in return for a
royalty. The distribution division distributes all of the goods sold through the NWJ outlets. Of these
goods sold, approximately 40% is manufactured by the manufacturing facility in Durban, 22% is
imported, and the remaining 38% sourced locally. This model provides in-house innovation capacity,
fast routes to market, and reduces input costs to franchisees through purchasing economies of scale.
A further benefit of owning the manufacturing facility is that slow-moving or returned stock can be either
re-worked with negligible yield loss or transferred to another location where there is known demand for
the item.
Same-store sales across all NWJ outlets increased 2.2% compared to the prior period. Same-store
sales in corporate-owned stores increased a stellar 13.4%. Significantly, this increase is on the back of
a 14% increase between 2010 and 2011. While franchise stores declined 1.5% from the prior period,
the initiatives to replicate corporate performance in the franchise stores has gained traction in the latter
part of the current period with same-stores sales of these stores increasing 7.5% and 25% in August and September
respectively. The division ended the period with three fewer stores than at 28 February 2012, with total
system-wide sales consequently being comparable to the prior period at R107 million.
As expected, the segment assumed management control of four franchise outlets during the period.
These four outlets contributed positively to operating profit in the current period and have seen same-
store sales increase over 50% subsequent to our management thereof. As these stores are accounted
for under the "retail" division (and no longer under the "franchise and warehouse" division), the
operating profit for the segment as whole should be compared to the prior period. Operating profit
increased 26%, driven by the continued strong sales performance of the corporate-owned outlets; a
cost increase of just 6.2%; and sales mix management yielding improved gross margins.
Consequently operating margin increased from 7.6% to 9.6%.
During June 2012 NWJ launched an NWJ-branded credit offering. As NWJ has historically not had a
robust credit offering, the brand is experiencing new customer attraction and substantially higher spend
per transaction than in its existing cash business. As the credit is underwritten by a third party NWJ
does not have any exposure to default or to the administration thereof. It is anticipated that this will
provide a low risk but robust growth path for NWJ in the medium term. Combined with a demonstrated
strong customer value proposition the segment is well poised for the December trading period.
BASIS OF PREPARATION OF THE INTERIM RESULTS
Statement of compliance
The condensed financial statements have been prepared in accordance with the recognition and
measurement criteria of International Financial Reporting Standards ("IFRS") and the presentation and
disclosure requirements of IAS 34, Interim Financial Reporting, the AC 500 standards as issued by the
Accounting Practices Board, or its successor, the JSE Listings Requirements and the South African
Companies Act.
The accounting policies and standards applied in the preparation of these interim results comply with
IFRS and are consistent with those applied in the prior comparative period, except for statements,
amendments and interpretations that came into effect during this financial year that have no impact on
the group.
LEGAL DISPUTE
Shareholders are referred to the SENS announcement dated 8 August 2012 wherein shareholders
were advised that a dispute had arisen between a wholly-owned subsidiary of Taste, Buon Gusto
Cuisine (Pty) Ltd, and the sellers of The Fish & Chip Co. business ("the sellers"). In that
announcement and thereafter in the press it was noted by Taste that the claims made by the sellers
were unsubstantiated. In particular we refer to the sellers public claims that certain of the suspensive
conditions of the agreement were not fulfilled, in that:
the board of Taste did not grant approval for the acquisition;
shareholder approval was not received; and
that Competition Commission approval was not obtained.
The board confirms that it did approve the acquisition, in writing by way of a resolution timeously,
which approval was communicated, in writing, to the sellers. The agreement further provided for
approval from the majority of shareholders, which approval was also received timeously and in writing,
which approval was also communicated in writing to the sellers. Furthermore, the agreement required that
the transaction be approved by the competition authorities only to the extent necessary, and since
the transaction fell well below the thresholds set by the Competition Act no. 89 of 1998, no such
approval was required. This was confirmed in writing by the parties timeously.
As regards the sellers baseless claim that Taste has repudiated the agreement, such claim is being
defended by Taste and Taste continues, as has always been the case, to do all such things as may be
required to enforce the agreement, and implement the transaction, as intended by the parties. Taste is
in the process of launching various applications against the sellers to protect its rights
and will, as and when appropriate, file its reply to the sellers claims, together with a counter-claim.
PROSPECTS
The more recent violent strike action and its negative effects on, among others, consumer confidence
and exchange rates, has exacerbated a sustained period of uncertainty in consumer spending. This,
with forecast rising food inflation, will ensure that the next trading period remains as challenging as
previous trading periods. Notwithstanding this, all the groups brands have enjoyed recent positive
same-store sales growth, highlighting the strength of brands based on strong value propositions.
With respect to the group, the accelerating performance of NWJ and its credit offering, combined with
the aggressive new store rollout of the food division should result in growth. While the
costs of bedding down the two distribution depots and establishing the KZN depot may off-set some of
this growth in the next six months, it should lay a platform for growth in the future.
DIVIDEND TO SHAREHOLDERS
In line with previous years the group has only paid a final dividend. As such no interim dividend is
declared for the current period.
On behalf of the board
C F Gonzaga E Tsatsarolakis
Chief Executive Officer Financial Director
16 October 2012
CORPORATE INFORMATION
Non-executive directors: R L Daly (Chairperson), K Utian, J B Currie, A Berman,
H R Rabinowitz, S Patel, W P van der Merwe
Executive directors: C F Gonzaga (CEO), D J Crosson, L Gonzaga, E Tsatsarolakis (FD)
Registration number: 2000/002239/06
Registered address: 2nd Floor, The Wanderers, The Campus, 57 Sloane Street, Bryanston
Postal address: PO Box 782244, Sandton City, 2146
Company secretary: M Pretorius
Telephone: (011) 608 1999
Facsimile: 086 696 1270
Transfer secretaries: Computershare Investor Services (Pty) Ltd
Sponsor: Vunani Corporate Finance
These results and an overview of Taste are available at www.tasteholdings.co.za
Date: 16/10/2012 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.