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Audited Summarised Consolidated Results for the Year Ended 29 February 2016 and Notice of Annual General Meeting
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”)
AUDITED SUMMARISED CONSOLIDATED RESULTS FOR THE YEAR ENDED
29 FEBRUARY 2016 AND NOTICE OF ANNUAL GENERAL MEETING
Salient features & highlights
- Core revenue up 41% to R1.01 billion (2015: R717.1 million)
- System-wide sales up 9% to R1.72 billion (2015: R1.58 billion)
- Same-store sales in Luxury Goods Division up 15%
- Core EBITDA decreased to R47.2 million (2015: R73.1 million)
- Core headline earnings per share decreased to 1.5 cents (2015: 16.1 cents)
- Established 74 Domino’s Pizza stores in 16 months
- Secured exclusive rights to develop Starbucks outlets in South Africa
- Successfully integrated Arthur Kaplan and World’s Finest Watches
AUDITED SUMMARISED GROUP CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended Year ended
29 February 28 February
% 2016 2015
change R'000 R'000
Revenue 48% 1,062,829 717,102*
Cost of sales (652,865) (432,657)*
Gross profit 44% 409,964 284,445
Other income 30 796
Operating costs 93% (488,697) (253,604)
Operating (loss)/profit -349% (78,703) 31,637
Investment revenue 14,597 6,465
Finance costs (27,050) (13,140)
(Loss)/profit before taxation -465% (91,156) 24,962
Taxation 17,055 (8,813)
(Loss)/profit for the period -559% (74,101) 16,149
Other comprehensive income - -
Non-controlling interest (1,705) (531)
Total comprehensive (loss)/income for the period -585% (75,806) 15,618
Attributable to:
Equity holders of the company -585% (75,806) 15,618
(Loss)/earnings per share attributable to equity
equity holders of the company
(Loss)/earnings per share (cents) -451% (24.2) 6.9
Diluted (loss)/earnings per share (cents) -451% (23.9) 6.8
Dividends declared per share (cents) - 6.5
* The 2015 revenue and cost of sales have been reduced by R6.6 million respectively, which represents the
marketing royalties on corporate owned stores that were not eliminated from revenue and cost of sales respectively.
This restatement has had no impact on the 2015 profit.
AUDITED SUMMARISED GROUP CONSOLIDATED STATEMENT OF FINANCIAL POSITION
29 February 28 February
2016 2015
R'000 R'000
ASSETS
Non-current assets 531,628 349,596
Property, plant and equipment (15) 159,767 104,057*
Intangible assets (16) 117,180 93,236*
Goodwill (17) 108,967 112,090
Net investment in finance lease (18) 10,742 -
Other financial assets (19) 78,324 26,566
Deferred tax (20) 56,648 13,647
Non-current assets held for sale (21) 3,459 7,178
Current assets 593,319 407,493
Inventories (22) 289,245 234,355
Net investment in finance lease (18) 459 -
Trade and other receivables (23) 88,996 97,577
Current tax receivables 3,610 3,024
Advertising levies 5,444 8,255
Other financial assets (19) 2,921 1,399
Cash and cash equivalents (24) 202,644 62,883
Total assets 1,128,406 764,267
EQUITY AND LIABILITIES
Equity attributable to holders of company 654,652 418,573
Share capital 4 3
Retained earnings 37,239 132,212
Share premium (25) 611,188 282,634
Equity-settled share-based payment reserve 6,221 3,724
Non-controlling interest 1,174 (531)
Non-current liabilities 295,802 165,565
Borrowings (26) 248,906 130,757
Lease equalisation (27) 6,517 2,117
Deferred tax 40,379 32,691
Current liabilities 176,778 180,660
Current tax payable 3,805 751
Bank overdrafts (24) 32,148 18,142
Borrowings (26) 6,984 3,568
Balance due to vendors - 1,000
Lease equalisation (27) 4,495 1,312
Other financial liabilities (29) - 15,000
Trade and other payables (28) 129,346 140,887
Total equity and liabilities 1,128,406 764,267
Number of shares in issue ('000) (14) 374,917 263,464
Net asset value per share (cents) 174.9 158.7
Net tangible asset value per share (cents) (30) 120.6 90.2
*In 2015, computer software amounting to R1.3million was reclassified as Intangible assets. This
computer software was previously reflected under property, plant and equipment.
AUDITED SUMMARISED GROUP CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
Equity-
settled Total
share- attributable
based to
Total equity Non-
Share Share share payment Retained holders controlling
of the
capital premium capital reserve earnings group interest Total
R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000
Balance at 1 March 2014 2 94,545 94,547 1,772 128,624 224,943 - 224,943
Share issue 1 186,912 186,913 - - 186,913 - 186,913
Options exercised - 1,177 1,177 - - 1,177 - 1,177
Dividends paid - - - - (12,561) (12,561) - (12,561)
Share-based payment
reserve - - - 1,952 - 1,952 - 1,952
Comprehensive income
for the period - - - - 16,149 16,149 (531) 15,618
Balance at 1 March 2015 3 282,634 282,637 3,724 132,212 418,573 (531) 418,042
Share issue (25) 1 325,207 325,208 - - 325,208 - 325,208
Options exercised - 3,347 3,347 - - 3,347 - 3,347
Dividends paid - - - - (19,167) (19,167) - (19,167)
Share-based payment
reserve - - - 2,497 - 2,497 - 2,497
Comprehensive loss for
the period - - - - (75,806) (75,806) 1,705 (74,101)
Balance at 29 February
2016 4 611,188 611,192 6,221 37,239 654,652 1,174 655,826
AUDITED SUMMARISED GROUP CONSOLIDATED STATEMENT OF CASH FLOWS
29 February 28 February
2016 2015
R'000 R'000
Cash flows from operating activities (140,864) 26,216
Cash (utilised in)/generated by operating activities (31) (93,479) 58,553
Investment revenue (9) 14,597 6,465
Finance costs (10) (27,050) (13,140)
Dividends paid (19,142) (12,532)
Taxation paid (15,790) (13,130)
Cash flows from investing activities (183,408) (211,175)
Acquisition of property, plant and equipment (32) (77,865) (74,635)
Proceeds on disposals of property, plant and equipment 382 270
Acquisition of non-current asset held-for-sale (4,587) (7,178)
Disposal of non-current asset held-for-sale 319 -
Acquisition of business (33) (4,378) (115,512)
Investment in finance lease (18) (11,201) -
Loans advanced (19) (57,098) (15,253)
Loans repaid (19) 3,818 6,429
Acquisition of intangible assets (16) (32,798) (5,296)
Cash flows from financing activities 450,119 236,223
Proceeds from issue of shares (14) 328,554 179,590
Loans raised (10) 119,000 125,000
Loans paid 2,565 (68,367)
Change in cash and cash equivalents 125,847 51,264
Cash acquired from business acquisition (92) (14,171)
Cash and cash equivalents at beginning of the period 44,741 7,648
Cash and cash equivalents at end of the period 170,496 44,741
AUDITED SUMMARISED GROUP CONSOLIDATED SEGMENTAL REPORT
Inter-
segment
Food Luxury goods Corporate division
division division services revenues Total
year ended 29 February 2016 R’000 R’000 R’000 R’000 R’000
Revenue 544,291 570,509 12,249 (64,220) 1,062,829
Operating profit/(loss) (111,019) 53,565 (21,249) - (78,703)
Investment revenue 5,693 658 35,594 (27,348) 14,597
Finance costs (20,079) (11,423) (22,896) 27,348 (27,050)
(Loss)/profit before taxation (125,405) 42,800 (8,551) - (91,156)
Segment depreciation and amortisation (20,893) (6,573) (1,654) - (29,120)
Segment assets 497,017 416,219 215,170 - 1,128,406
Segment liabilities 129,434 212,378 130,768 - 472,580
Segment capital expenditure 67,064 11,652 40 - 78,756
EBITDA (90,126) 60,139 (19,596) - (49,583)
year ended 28 February 2015
Revenue 397,778 319,324 10,353 (10,353) 717,102
Operating profit/(loss) 6,499 41,618 (16,480) - 31,637
Investment revenue 2,596 403 12,317 (8,851) 6,465
Finance costs (7,924) (5,900) (8,167) 8,851 (13,140)
Profit before taxation 1,171 36,121 (12,330) - 24,962
Segment depreciation and amortisation (8,923) (4,473) (1,672) - (15,068)
Segment assets 334,332 360,353 69,582 - 764,267
Segment liabilities 142,278 180,748 23,199 - 346,225
Segment capital expenditure 72,307 12,791 33 - 85,131
EBITDA 15,423 46,092 (14,810) 46,705
Notes to the financial information
1. Reconciliation of headline earnings
29 February 28 February
% 2016 2015
change R'000 R'000
Reconciliation of headline (loss)/earnings:
(Loss)/earnings attributable to ordinary shareholders -585% (75,806) 15,618
Adjusted for:
Impairment losses 14,812 -
Loss/(profit) on sale of property, plant and equipment and
non-current assets available for sale 1,259 (246)
Tax effect (235) 46
Headline (loss)/earnings attributable to ordinary
shareholders -489% (59,970) 15,418
Weighted average shares in issue ('000) 312,615 225,225
Weighted average diluted shares in issue ('000) 316,766 230,879
(Loss)/earnings per share (cents) -451% (24.2) 6.9
Diluted (loss)/earnings per share (cents) -451% (23.9) 6.8
Headline (loss)/earnings per share (cents) -382% (19.2) 6.8
Diluted headline (loss)/earnings per share (cents) -382% (18.9) 6.7
Core headline earnings (2) -87% 4,740 36,181
Core headline earnings per share (cents) -91% 1.5 16.1
2. Core earnings
As with previous years the group discloses core/normalised earnings. The company uses this core
earnings measure to internally evaluate operating performance, to evaluate itself against its peers,
and to determine future performance targets and long-range planning. Additionally, the company
believes that stakeholders covering the company’s performance also utilise a similar measure.
Taste will disclose this financial measure for as long as it is relevant to stakeholders. The
determination of core earnings as a financial measure is unaudited, however it is based on the
audited results.
Core earnings exclude Domino’s and Starbucks costs, and other once-off costs and revenues.
Domino’s costs include upfront costs relating to the launching of the Domino’s brand, the
establishment of dough production and distribution facilities (including the temporary Domino’s
ingredient subsidy as ingredient suppliers and specifications are localised) and the conversion of
the Scooters Pizza and St. Elmo’s stores to Domino’s stores which includes opening corporate
owned training stores required for the conversion and the interest thereon. Starbucks costs include
costs incurred with regards to establishing the Starbucks brand in South Africa such as initial
training and travel; employment costs of a dedicated Starbucks team well in advance of the first
store opening: pre-opening marketing and market research; and establishing IT and other
infrastructure.
The group anticipates that the once-off and up-front costs relating to the Domino’s project will
continue to be excluded from core earnings until the conversion of Scooters Pizza and St Elmo’s
stores to Domino’s is complete and will not be material to the group for the year ending 28 February
2017. Starbucks costs will continue to be incurred in the next financial year and it is anticipated that
the exclusion from core earnings will not be material beyond the year ending 28 February 2017.
The detail of the reconciliation to core earnings is disclosed with reference to this note 2, and the
table below:
SUMMARISED GROUP CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
RECONCILIATION TO CORE EARNINGS
Year ended Core earnings 29 February 28 February
Core 29 February adjustment Core earnings Core earnings
Earnings 2016 2016 2016 2015
% change R'000 R'000 R'000 R'000
Revenue (3) (4) 41% 1,062,829 (52,100) 1,010,729 717,102
Cost of sales (3) (652,865) 52,100 (600,765) (432,657)
Gross profit (5) 44% 409,964 - 409,964 284,445
Other income 30 - 30 796
Operating costs (6) 71% (459,577) 96,854 (362,723) (212,083)
EBITDA (7) -35% (49,583) 96,854 47,271 73,158
Amortisation and depreciation (8) 82% (29,120) 1,648 (27,472) (15,068)
Operating (loss)/profit -66% (78,703) 98,502 19,799 58,090
Investment revenue (9) 126% 14,597 - 14,597 6,465
Finance costs (10) 101% (27,050) 3,375 (23,675) (11,794)
(Loss)/profit before taxation -80% (91,156) 101,877 10,721 52,761
Taxation (11) 17,055 (21,638) (4,583) (15,849)
(Loss)/profit for the period -83% (74,101) 80,239 6,138 36,912
Other comprehensive income - - - -
Minority shareholders (12) (1,705) - (1,705) (531)
Total comprehensive (loss)/income for the period -88% (75,806) 80,239 4,433 36,381
Attributable to:
Equity holders of the company -88% (75,806) 80,239 4,433 36,381
(Loss)/earnings per share attributable to equity
the company
(Loss)/earnings per share (cents) -91% (24.2) 25.7 1.4 16.2
Diluted (loss)/earnings per share (cents) -91% (23.9) 25.3 1.4 15.8
Dividends declared per share (cents) - - - 6.5
Reconciliation of headline earnings:
(Loss)/earnings attributable to ordinary shareholders -88% (75,806) 80,239 4,433 36,381
Adjusted for:
Impairment losses (13) 14,812 (14,812) - -
Loss/(Profit) on sale of property, plant and equipment and
non-current assets available for sale (13) 1,259 (882) 377 (246)
Tax effect (235) 164 (70) 46
Headline (loss)/earnings attributable to ordinary
shareholders -87% (59,970) 64,710 4,740 36,181
Weighted average shares in issue ('000) (14) 312,615 312,615 312,615 225,225
Weighted average diluted shares in issue ('000) (14) 316,766 316,766 316,766 230,879
(Loss)/earnings per share (cents) -91% (24.2) 25.7 1.5 16.2
Diluted (loss)/earnings per share (cents) -91% (23.9) 25.3 1.4 15.8
Headline (loss)/earnings per share (cents) -91% (19.2) 20.7 1.5 16.1
Diluted headline (loss)/earnings per share (cents) -90% (18.9) 20.4 1.5 15.7
CONDENSED GROUP CONSOLIDATED SEGMENTAL REPORT OF CORE EARNINGS
29 February 28 February
% 2016 2015
change R'000 R'000
Core revenue
Food (4) 24% 492,191 397,778
Luxury goods (4) 79% 570,509 319,324
Corporate Services 18% 12,249 10,353
Inter-segment revenues 520% (64,220) (10,353)
Core group revenue 41% 1,010,729 717,102
Core EBITDA
Food (7) -113% (4,578) 36,076
Luxury goods (7) 42% 69,600 49,055
Corporate Services (6) 48% (17,750) (11,972)
Core group EBITDA (7) -35% 47,272 73,159
Core operating profit
Food -188% (23,823) 27,153
Luxury goods 41% 63,027 44,582
Corporate Services 42% (19,404) (13,644)
Core group operating profit -66% 19,799 58,091
Core revenue and costs of sales exclude the contribution made to franchisees for the conversion
of their stores to Domino’s. The tax on the core earnings adjustment is calculated only on expenses
that are deductible for taxation purposes.
The operating cost core adjustment is made up as follows:
Domino's Pizza 2016 2015
R'000 R'000
Establishing specialised national training teams 9,836 6,827
Pre-opening expenses 2,779 7,229
Ongoing project management fees and other non-recurring costs 8,317 4,940
Temporary ingredient subsidy. This subsidy is no longer in place 12,322 -
Lost income as stores close for conversion 2,932 -
Upfront conservative provision for bad debts made against the contribution made to
franchisees to convert their Scooters and St Elmo’s stores to Domino’s (see note 19
below) 15,175 -
Impairments to the Scooters and St Elmo’s marketing funds as the Scooters and St
Elmo’s brands are converted to Domino’s stores 5,751 -
Impairment of Scooters Pizza and St Elmo’s intangible assets and goodwill (see note
13 below) 5,566 -
Total Domino's costs 62,678 18,996
Starbucks once-off costs 2016 2015
R'000 R'000
Employment and recruitment costs of dedicated Starbucks team ahead of opening 4,333 -
Travel expenses relating to training of Starbucks 2,829 -
Ongoing project management costs 1,172 -
Total Starbucks costs 8,334 -
Other once-off costs 2016 2015
R'000 R'000
Legal fees pertaining to the Fish & Chip Co litigation (see note 34) 2,869 677
Additional purchase consideration for Arthur Kaplan and other transaction costs (see
note 29) 4,615 1,739
Lease smoothing (see note 27) 8,231 3,429
Exit of corporate stores (see note 13) 10,128 -
Total other once-off costs 25,843 5,845
3. The prior period (“2015” or “prior year”) revenue and cost of sales have been reduced by
R6.6 million respectively, which represents the marketing royalties on corporate owned stores that
were not eliminated from revenue and cost of sales respectively. This restatement has had no
impact on the 2015 profit.
4. Both divisions contributed to the 41% increase in group core revenue for the year ended
29 February 2016 (“the current period” or “2016”).
- The 24% increase in the core revenue of the Food Division is due mainly to the increase in
corporate store ownership. The division owned and operated 35 stores at the end of 2016,
nine of which have since been sold, closed or are being closed (2015: 18 stores).
- The 79% increase in core revenue in the Luxury Goods Division is due mainly to the
acquisition of Arthur Kaplan and World’s Finest Watches in November 2014, which revenue
is not directly comparable to the prior period.
5. Core gross profit increased by 44% over 2015 and core gross profit margin improved to 40.6%
(2015: 39.6%). This increase is as a direct result of owning and operating more corporate stores
in both divisions in 2016.
6. Both divisions contributed equally to the increase in core group operating costs in addition to an
increase of R5.8 million in corporate services. Core group operating costs as a percentage of
revenue increased to 35.9% (2015: 29.6%) mainly due to the increase in core costs in the Food
Division consequent to the establishment of the two dough manufacturing facilities (which are not
comparable to the prior period); the move to a new food distribution facility in Midrand; and
additional corporate stores (26 of which are Dominos stores), when compared to the prior period.
This resulted in core costs as percentage of revenue in the Food Division increasing to 40%
(2015: 26%). The Luxury Goods Division’s core cost increase was mainly due to the costs
associated with the Arthur Kaplan business, which are not comparable to the prior period as this
business was acquired in November 2014. Notwithstanding this increase, core costs as a
percentage of its revenue for the Luxury Goods Division remained unchanged at 29%.
7. The company uses core earnings before interest, taxation, depreciation and amortisation
(“EBITDA”) as a key internal measure to evaluate performance; for peer group comparisons; for
performance targets and to determine long-range planning. For the current period core EBITDA
decreased by 35% to R47.2 million (2015: R73.1 million). This is predominantly due to the decline
in the core EBITDA of the Food Division as a result of the increase in core costs as outlined in
note 6 above. The core EBITDA of the Luxury Goods Division increased by 42% and is attributable
to the Arthur Kaplan acquisition. Arthur Kaplan currently trades at a lower core EBITDA margin
than the NWJ business and this together with the decline in core EBITDA of the Food Division
contributed to the group core EBITDA margin declining to 4.7% (2015: 10.2%).
8. The increase of R12.4 million in depreciation and amortisation is a result of the group owning
more corporate stores, in particular Domino’s Pizza outlets (see note 4) as well as operating the
new food distribution and dough manufacturing facilities in Midrand and Cape Town, which began
operating fully in 2016.
9. The increase in investment revenue is consequent to cash raised as follows during the current
period:
- R94.7 million cash raised via a specific issue and a general issue of shares for cash in April
2015. Shareholders are referred to the SENS announcement released on 21 April 2015
for further details;
- As part of its R1 billion Domestic Medium Term Note (“DMTN”) programme, Taste issued
further notes to the value of R100 million during the current period. This capital raised is
complementary to the capital raised through the equity issue as detailed above; and
- R226 million raised through a fully subscribed rights offer in November 2015. Shareholders
are referred to the announcement released on SENS on 13 October 2015 for further details.
10. The difference in the finance cost is attributable to the inaugural issue of R125 million notes on
30 July 2014 under the group’s DMTN programme, as well as the additional R100 million notes
issued during the current period.
11. The group’s core effective tax rate for the current period is 42.7% due to once–off and continuing
non-deductible expenses related to capital projects.
12. This relates to a shareholding by the Luxury Goods Division of 58% in a company that owns four
NWJ stores.
13. These impairments are once-off and relate to:
- R5.6 million impairment of Scooters Pizza and St Elmo’s intangible assets and goodwill
due to the conversion of these brands to Domino’s Pizza stores (there were still Scooters
and St Elmo’s outlets trading at year end); and
- R10.1 million (includes R0.9 million loss on sale of asset) impairment of non-current assets
held for sale and certain goodwill and intangibles relating to The Fish & Chip Co and Maxi’s
stores consequent to the decision made to exit corporate store ownership in Maxi’s and
The Fish & Chip Co, focussing instead exclusively on Starbucks and Domino’s corporate
outlets.
14. The change in the weighted average number of shares in issue is as a result of:
- 31 073 773 shares issued during the period at R3.05 per share on 21 April 2015, partially
by way of a general issue of shares for cash and partially by way of a specific issue of
shares for cash. Shareholders are referred to the SENS announcement released on 21
April 2015 for further details;
- 1 726 727 shares issued in the current period to the Arthur Kaplan vendors at R3.33 per
share as part payment of the additional purchase price consideration in terms of the
purchase and sale agreement (see note 29);
- 75 464 476 shares issued in the current period at R3.00 per share in terms of a fully
subscribed rights offer to shareholders; and
- Share options exercised by participants of the Taste Holdings Limited share option scheme.
15. The increase of R55 million in property, plant and equipment over the prior year relates to the
following capital expenditures:
- Acquisition and construction of corporate stores opened in the Food and Luxury Goods
Divisions. As stated in note 4, the group now operates more outlets than it did in the prior
year; and
- Establishing the new distribution and dough manufacturing facilities in Midrand and Cape
Town which included the purchase of the property on which the Midrand facility is situated
on. The purchase price of this property amounted to R19 million.
16. The increase in intangible assets over the prior year mainly relates to:
- The license fees for securing a 25-year exclusive development agreement to develop
Starbucks Coffee Company (“Starbucks”) outlets in South Africa; and
- A portion of (R24.3 million) the contributions made to Scooters and St Elmo’s franchisees
for the conversion of their stores to Domino’s (The other portion of these contributions is
accounted for under other financial assets see note 19 below).
17. The decrease in goodwill from the prior year is attributable mainly to the impairment of the goodwill
relating to the St Elmo’s brand as this brand will be converted into Domino’s Pizza.
18. This amount represents the value of ovens and other pizza equipment being leased to franchisees
that have converted their store to Domino’s Pizza.
19. Other financial assets consist of:
- Loans made to marketing funds of brands within the group, including pre-funding the
Domino’s marketing fund through a loan to launch the brand in South Africa.
- Extended payment terms given to franchisees of the group, including a portion of the
contributions made to Scooters and St Elmo’s franchisees for the conversion of their stores
to Domino’s. This portion amounted to R20.8 million at year end. In terms of IFRS the other
portion of this contribution is disclosed under intangible assets and amounts to R24.3
million. As at 29 February 2016, 59 stores had been converted.
20. The increase in the deferred tax asset is due to the IFRS loss before tax incurred by the Food
Division.
21. Periodically the group will operate outlets where the short term intention is to sell them to
franchisees. The decrease in this balance from the prior year is consequent to the decision made
to exit corporate store ownership in Maxi’s and The Fish & Chip Co to focus exclusively on
Domino’s and Starbucks corporate stores (see note 13). As a result these stores have been closed
or are in the process of being closed. At year-end the group operated nine such outlets that have
subsequently been sold, closed or are being closed.
22. The increase of R55 million in inventories comprises mainly of:
- R34 million of jewellery and watch inventory, commensurate to the increase in the Luxury
Goods business;
- R19 million of equipment inventory required for the Domino’s store conversions. This
inventory is imported and is secured in advance due to the lead time required to
manufacture and deliver this inventory to South Africa.
23. Included in trade receivables in the prior year is a receivable amounting to R20 million that pertains
to the Fish & Chip Co litigation that has been fully settled in the current period. Excluding this R20
million, the increase in trade and other receivables over 2015 amounts to R11.4 million.
24. The increase in the cash balances is due to the equity and debt raised during the year (see note 9).
25. The increase in share premium from the prior year is consequent to the shares issued per note 14.
26. The increase in borrowings from the prior year is due to the additional notes issued under the
DMTN programme (see note 10).
27. With the substantial increase in additional corporate store ownership across both divisions, lease
rentals are now a material expense to the group and the lease smoothing charge in terms of IAS17
is separately disclosed. This is a non-cash item and is excluded from core earnings.
28. The trade and other payables in the prior year includes a payable amounting to R17.2 million that
relates to the Fish & Chip Co litigation. This litigation has been fully settled in the current year.
Excluding this R17.2 million, the increase in trade and other payables over 2015 amounts to R5.7
million.
29. In terms of the Arthur Kaplan purchase and sale agreement an additional purchase consideration
was payable to the Arthur Kaplan sellers if the profit after tax of Arthur Kaplan for the period from
1 July 2014 to 30 June 2015 exceeded R12.386 million. This additional consideration is calculated
by multiplying R4.21 for every R1.00 with which the profit after tax exceeds R12.386 million, up
to a total additional amount of R35 million. This additional purchase consideration amounted to
R17.4 million, R15 million of which was raised as a financial liability at 28 February 2015. In terms
of IFRS, this R2.4 million difference has been expensed in the income statement. It has been
included in the core earnings adjustment. R5.8 million of the additional purchase consideration
was discharged by the issue of 1 726 727 Taste shares to the Arthur Kaplan vendors at R3.33
per share in accordance with the purchase and sale agreement and the remainder was settled in
cash in September 2015. In terms of IFRS, the difference between the agreed price of R3.33 and
the price on the date the shares were issued, amounts to R2.2 million and has been expensed to
the income statement. It has also been included in the core earnings adjustment.
30. 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.
31. Cash generated from operating activities for the current period includes the costs and working
capital associated thereto in terms of the core adjustment. It also includes the settlement of the
R15 million financial liability to the Arthur Kaplan sellers as described above. Excluding the effect
of these two factors, the group cash conversion ratio is 16% of core EBITDA (2015: 79%). The
decline in the ratio is mainly attributable to the increase in jewellery inventory.
32. Property, plant and equipment purchased during the current period pertains mainly to capex
incurred to open Domino’s outlets; the capital investment made in establishing the new distribution
and dough manufacturing facilities in Midrand and Cape Town including the purchase of the
Midrand property (see note 15).
33. During the year the group concluded the following acquisitions:
Acquisition of Arthur Kaplan
Goodwill arose on the acquisition of Arthur Kaplan on 27 November 2014 as a result of the excess
of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets
recognised at the date of acquisition. This goodwill amounted to R20.3 million. The purchase price
allocation was provisionally accounted for in the prior year in accordance with IFRS 3. This
purchase consideration has now been finalised and there has been no change to goodwill.
According to the purchase and sale agreement, an additional purchase consideration was payable
if the profit after tax of Arthur Kaplan for the period from 1 July 2014 to 30 June 2015 exceeded
R12.386 million. This additional consideration was calculated by multiplying R4.21 for every R1.00
with which the profit after tax exceeds R12.386 million, up to a total additional amount of R35
million. Any savings made or additional expenses incurred as a result of the transfer of ownership
to the purchaser will be excluded from this calculation. This additional purchase consideration
amounted to R17.4 million, R15 million of which was raised as a financial liability at 28 February
2015. In terms of IFRS, this difference of R2.4 million has been expensed into profit and loss.
Acquisition of NWJ stores
During the year, NWJ acquired the assets of two franchised stores. The rationale for this
acquisition is consistent with the brand’s strategy of:
- expanding its corporate store ownership; and
- retaining key strategic sites.
Goodwill arose on acquisition as a result of the excess of the cost of the acquisition over the
group’s interest in the net fair value of the identifiable assets of the business recognised at date
of acquisition. The fair value of assets and liabilities acquired is set out below:
R'000
Property, plant and equipment 891
Inventory 1,019
Bank overdraft (93)
Fair value of assets acquired 1,817
Consideration paid (1,870)
In cash (1,224)
Balance owed by vendors (646)
Goodwill acquired (53)
During the period that these two stores were owned/operated by NWJ, they contributed R4.6 million
to revenue and R0.5 million to operating profit. The revenue and operating profit as if these
stores were owned for the full year cannot be disclosed, as complete and compliant financial
records of these stores prior to the dates that they were acquired could not be obtained.
None of the goodwill recognised is expected to be deductible for income tax purposes.
Acquisition of Scooters Pizza stores
During the year, the Food Division acquired the business of five food outlets in order to expand
its corporate store footprint. These stores were immediately converted to Domino's Pizza
corporate stores. The fair value of assets and liabilities acquired is set out below:
R'000
Intangible assets 2,508
Fair value of assets acquired 2,508
Consideration paid (2,508)
In cash (1,782)
Balance owed by vendors (726)
Goodwill acquired -
34. As announced on SENS the litigation with the vendors of The Fish & Chip Co was amicably settled
on 5 August 2015 and all actions between the parties have been withdrawn. The net trade
receivable relating to this litigation, which was included in the prior year trade receivables and
trade payables (see notes 23 & 28), equates to R2.8 million, was written off in the current period
and has been included in the core earnings adjustment.
35. As announced in October 2015, all legal proceedings against, inter alia, Taste, Taste Food
Franchising Proprietary Limited (“TFF”), a wholly owned subsidiary of Taste Holdings Limited and
Domino's Pizza International Inc. have been unconditionally and irrevocably withdrawn against
Taste, TFF and Domino's on the basis that same have become fully and finally settled.
COMMENTS FROM THE CEO
The last two years have undoubtedly been transformative for the group. We spoke to an ambitious five
year growth plan that was strategically focussed on [1] licensing leading global brands in our existing
segments; [2] increasing scale and leverage in our low cost food brands; [3] increasing ownership of
corporate stores; and [4] supporting this growth through a leveraged shared service and vertically
integrated platform.
As we reflect on our progress against this strategy, I have never felt more privileged to lead such an
exceptional team of partners who continue to drive the growth agenda, often in the face of scepticism
and contrary to popular thinking. In 24 ‘short’ months we have become the licensees of the worlds’
leading pizza delivery and ecommerce brand – Domino’s Pizza; the world’s leading coffee roaster and
retailer – Starbucks Coffee; and are the leading retailer (by number of outlets) of luxury Swiss watches
– being stewards of brands like Rolex, Hublot, Omega, Breitling, TAG Heuer, Longines and Rado, more
recently also representing Cartier, IWC and Montblanc in selected outlets. The Zebro’s Chicken
acquisition complemented our established presence of The Fish & Chip Co among lower income
consumers, and our vertical integration platform has scaled significantly through the establishment of
dough production and a world class distribution facility that has been vetted by our international licence
partners. Our human capital has re-aligned to meet the demands of this growth and the quality of
leadership in our divisions has materially improved, especially during the last year. Lastly, we embarked
on an aggressive corporate store ownership strategy in our Food Division, through Domino’s and more
recently Starbucks. A fundamental enabler of this strategy has been restructuring our access to capital
through a combination of continued support from shareholders and our newly established R1 billion
Domestic Medium Term Note (“DMTN”) programme.
These last two years have seen us focus much of our energy outward as we pursued the opportunities
above and made the structural changes to leverage them. Taking on such substantive opportunities,
two of them green-fields operations, in such a compressed time frame has traditionally been the domain
of unlisted entities where the inherent uncertainties and their outcomes are out of public scrutiny. The
short-term financial scoreboard will show that these opportunities have not come, and will not come,
without their lessons, often earned in sweat and ultimately reflected in our short-term earnings. Having
now secured multiple long term drivers of earnings we have entered a period of inward focus to unlock
the value these opportunities hold.
GROUP OVERVIEW
The board of directors of Taste (“the Board”) present the audited summarised financial results for the
year ended 29 February 2016 (“2016” or “the current period”). Taste is a South African based
management group that owns and licenses a portfolio of franchised and owned, category specialist and
formula driven QSR, coffee and luxury retail brands housed within two divisions: food and luxury goods.
The group is strategically focussed on [1] licensing leading global brands; [2] leveraging our scale
among our ‘low cost’ food brands; [3] increasing ownership of corporate owned stores across both
divisions; and [4] supporting this growth through a leveraged shared resources and vertically integrated
platform.
In the last 12 months the group made further advances against its strategy through securing an
exclusive 25-year development agreement with Starbucks Coffee; establishing 68 Domino’s Pizza
outlets in the last 12 months; and, in our Luxury Goods Division, adding Cartier, IWC and Montblanc to
our existing stable of luxury Swiss watch brands. In April 2016 we opened our first two Starbucks
stores, added a further premium Arthur Kaplan store retailing (among other brands) Rolex, Omega,
Breitling, Tag Heuer, Longines, Rado and a Montblanc store-in-store offering.
Group system-wide sales increased 9% to R1.72 billion compared to the 12 months ended 28 February
2015 (“2015” or the “prior period”), which combined with the acquisition of Arthur Kaplan, additional
corporate stores, and increases in the food services business saw an additional R293.6 million of core
revenue added, an increase of 41% over 2015, and surpassing R1 billion for the first time to R1.01
billion (2015: R717.1 million). Core gross profit margin increased to 40.6% (2015: 39.6%) as corporate
stores become more significant contributors across both divisions. This added R126 million core gross
profit compared to the prior period. Core EBITDA decreased 35% consequent to the start-up of the
corporate store ownership program in the Food Division more fully described in the Food Division note
below. The cost of capital raised (through increased borrowings and additional shares in issue through
equity raised) in addition to a material depreciation increase relating to corporate store ownership have
seen core headline earnings per share decline to 1.5 cents (2015: 16.1 cents).
SEGMENTAL OVERVIEW
FOOD
The Food Division licences the world’s leading coffee retailer and roaster - Starbucks, the world’s largest
pizza delivery chain - Domino’s, and owns South Africa’s leading fish take away brand (by outlets) -
The Fish & Chip Co, in addition to Zebro’s Chicken and Maxi’s (Scooters Pizza and St Elmo’s Woodfired
Pizza outlets will be converted to Domino’s outlets over time). Taste’s food brands are spread across
a diversified portfolio of product categories (coffee, chicken, pizza, fish, burgers and breakfasts) that
appeal to middle-and-upper income consumers (Starbucks, Dominos, Maxi’s) as well as lower income
consumers (The Fish & Chip Co, Zebro’s Chicken).
During the period of conversion to Domino’s, sales in the Food Division are not directly comparable due
to a substantial number of stores being closed during the conversion to Domino’s, initial launch
promotions after conversion and relocations. In the interim the group will disclose specific sales
measures that are meaningful to shareholders. Same-store sales in Maxi’s improved in the second half
of the year, showing a swing of more than 5% from the first half, to 2.9% for the second six months.
Same-store sales in the Fish & Chip Co have shown sustained improvement since August 2016. The
second half of the year saw same-store sales improve to -12.2% (-20% in the first half) and more
encouragingly, achieve positive same-store sales for both March, and April this year. We had estimated
a system of some 200 stores but ended the year higher at 231 outlets. Zebro’s Chicken same-store
sales increased 7.2% for the period and continue to grow at above inflation.
Domino’s Pizza
The change in core earnings in the Food Division when compared to the prior period is predominantly
due to the Domino’s conversion and brand establishment, which commenced in October 2014. Having
launched the first Domino’s store then, the brand had 74 stores at year-end, 26 of which are corporate
owned. Owning these corporate stores was not only necessary to enable the training of the converted
stores, but is also a strategic pillar of future growth. In hindsight, moving from no corporate stores to
26 in just four months, did not allow sufficient time to establish the necessary systems and controls, nor
the human resource capability to align partners with the Domino’s culture and systems. This
misalignment has been the root cause of many of the stores challenges and ultimately reflected in our
short-term earnings. We are however confident that these challenges will be overcome in this year.
Starbucks
On 14 July 2015 Taste announced on SENS that, through a wholly-owned subsidiary, it had signed an
exclusive license agreement to develop Starbucks outlets in South Africa. As planned we opened our
first Starbucks store in April 2016, in Rosebank. One week later we opened the second store in Midrand
in Mall of Africa, the largest first phase mall development in Africa. Consumer response wildly exceeded
our and Starbucks’ expectations with queues still visible at the outlets weeks later. Our food offering is
performing better than we envisaged and we are pleased with the adoption of the brand by the younger
population – a segment that we believe is considerably underserved among South African offerings.
We have also been able to offer what we believe is simply the fastest free Wi-Fi in a public retail food
setting in South Africa. Pricing was a topic of much conjecture prior to opening and we are pleased
that we have surprised most commentators by delivering a price point to our customers that makes the
brand widely accessible. We have also invested deeply in the Starbucks Reserve® brand and both our
stores now join the less than 2% of Starbucks stores around the world that offer these rare micro-lot
and exclusive coffees that are specifically roasted in Seattle in very limited quantities. Starbucks
Reserve® presents coffee to a wide audience in a manner that is currently not offered in South Africa.
We are humbled by the early customer response, but also acutely aware that the Starbucks brand does
not entitle us to success and that we have to earn our customers respect one cup at a time.
With this in mind we will initially open Starbucks stores at a much slower rate than we did Domino’s
Pizza, as we intend driving store growth based on our operational and partner readiness, rather than
simply on site availability. While we have articulated opening 12-15 stores in the first two years we are
focussed on ensuring individual store profitability and on trialling new formats, like drive-thru’s, early on
in our roll out.
In line with our commitment to localising our investment we were able to brief local artisans to
manufacture almost every single piece of furniture in our two stores, including the bespoke ceilings and
walls, bar counters, and furniture. To do this in our first stores was a herculean effort but symbolic of
our and Starbucks’ commitment to ensuring our investment benefits local companies as much as
possible. Similarly our food offering saw us source over 95% of our range from local suppliers, with a
medium-term plan to increase that to some 99%.
LUXURY GOODS
The division consists of retail outlets branded under NWJ, Arthur Kaplan and World’s Finest Watches.
Through Arthur Kaplan and World’s Finest Watches, Taste is the leading retailer (by number of outlets)
of luxury Swiss watches in the region, with brands like Rolex, Omega, Breitling, Hublot, TAG Heuer,
Longines and Rado, among its custodian brands. Its brands appeal to a diversified customer base
ranging from premium watch and jewellery buyers (Arthur Kaplan and World’s Finest Watches) to entry
level jewellery and fashion watch buyers (NWJ).
The Luxury Goods Division is the only vertically integrated and partly franchised jewellery business in
South Africa. It owns and operates approximately 65% of the total outlets. Approximately 40% of NWJ
jewellery is manufactured by the group, with the remainder sourced through a combination of local and
global supply chains. This model provides in-house innovation capacity, fast routes to market and
reduces input costs 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.
Overall performance of the division was buoyed by the non-comparable acquisition of Arthur Kaplan in
November 2014. Notwithstanding this, same-stores sales on a comparable basis increased a solid
15% over the prior period. This despite the weakening exchange rate and relatively weak consumer
sentiment. Refurbishment across both NWJ, Arthur Kaplan and World’s Finest Watches outlets
continue to drive sales in excess of the average same-store increases. Arthur Kaplan continued along
its organic growth strategy, adding in March and April 2016 Cartier, IWC and Montblanc to its stable of
luxury Swiss watch brands. It also plans to refurbish three stores during this 2017 year and has opened
one new premium watch store, effectively increasing its footprint by 10%.
BASIS OF PREPARATION OF THE AUDITED SUMMARISED RESULTS
Statement of compliance
The audited summarised consolidated financial results are prepared in accordance with the
requirements of the JSE Limited Listings Requirements for abridged reports, and the requirements of
the Companies Act of South Africa applicable to summarised financial statements. The Listings
Requirements require summary reports to be prepared in accordance with the framework concepts
and the measurement and recognition requirements of International Financial Reporting Standards
(IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee
and Financial Pronouncements as issued by the Financial Reporting Standards Council and to also,
as a minimum, contain the information required by IAS 34 Interim Financial Reporting. This
announcement does not include the information required pursuant to paragraph 16A(j) of IAS 34. The
accounting policies applied in the preparation of the consolidated financial statements from which the
audited summarised financial statements were derived are in terms of International Financial Reporting
Standards (IFRS) and are consistent with those accounting policies applied in the preparation of the
previous consolidated annual financial statements, except for the adoption of new, improved and
revised standards and interpretations, which had no material effect on the financial results. This report
was compiled under the supervision of Mr. E Tsatsarolakis, Chief Financial Officer.
This abridged report is extracted from audited information but is itself not audited. The annual
consolidated financial statements were audited by BDO South Africa Inc., who expressed an unmodified
opinion thereon. The audited annual consolidated financial statements and the auditor’s report thereon
are available for inspection on the company’s website or at the company’s registered office. The
directors of Taste take full responsibility for the preparation of this abridged report and that the financial
information has been correctly extracted from the underlying audited consolidated financial statements.
DIRECTORATE
Mr. Bill Daly resigned as independent non-executive chairman with effect from 23 February 2016 and
remains on the Board as an independent non-executive director. Mr Grant Pattison, an independent
non-executive director assumed the role of independent non-executive chairman of Taste with effect
23 February 2016.
Mr. Jay Currie, an executive director of Taste, resigned from the board with effect from 1 March 2016.
DIVIDEND TO SHAREHOLDERS
In line with our historical dividend cover policy of 2.5 – 3 times core earnings per share, and taking into
account the opportunities to invest in Starbucks and Arthur Kaplan growth, no dividend has been
declared for the year ended 29 February 2016.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of shareholders of Taste will be held at 12:00
on Thursday, 30 June 2016 at Summer Place, 69 Mellville road, Hyde Park, Johannesburg, to conduct
the business stated in the notice of annual general meeting, which is contained in the annual report.
The Board has determined that, in terms of section 62(3)(a), as read with section 59 of the Companies
Act, 2008 (Act 71 of 2008), as amended, the record date for the purposes of determining which
shareholders of the company are entitled to participate in and vote at the annual general meeting is
Friday, 24 June 2016. Accordingly, the last day to trade Taste shares in order to be recorded in the
Register to be entitled to vote will be Friday, 17 June 2016.
On behalf of the Board
C F Gonzaga E Tsatsarolakis
Chief Executive Officer Chief Financial Officer
25 May 2016
CORPORATE INFORMATION
Non-executive directors: G M Pattison* (Chairperson), KM Utian*, A Berman*, H R Rabinowitz, S
Patel*, W P van der Merwe*, R L Daly*
*Independent
Executive directors: C F Gonzaga (CEO), D J Crosson, E Tsatsarolakis (CFO)
Registration number: 2000/002239/06
Registered address: 12 Gemini Street, Linbro Business Park, Sandton 2065
Postal address: PO Box 1125, Ferndale, Randburg, 2160
Company secretary: iThemba Corporate Governance and Statutory Solutions Proprietary Limited
Telephone: (011) 608 1999
Facsimile: 086 696 1270
Transfer secretaries: Computershare Investor Services Proprietary Limited
Sponsor: Merchantec Capital
These results and an overview of Taste are available at www.tasteholdings.co.za
Date: 25/05/2016 08:00:00 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.
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