| Tue 24 May 2011, 8:45 | | TAS - Taste Holdings Limited - Reviewed provisional condensed financial results |
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TAS
TAS
TAS - Taste Holdings Limited - Reviewed provisional condensed financial results
for the year ended 28 February 2011
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")
REVIEWED PROVISIONAL CONDENSED FINANCIAL RESULTS FOR THE YEAR ENDED
28 FEBRUARY 2011
Salient Features
* Revenue up 17% to R233.7 million
* EBITDA up 14% to R37.0 million
* Operating profit up 14% to R30.7 million
* Headline earnings up 15% to R18.2 million
* Headline earnings per share up 15% to 10.7 cents
* System-wide sales up 11% to R752 million
* Net tangible asset value per share up 34% to 28.6 cents
* Maiden dividend of 3.0 cents per share
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
28 February 28 February
2011 2010
% Reviewed Audited
change R`000 R`000
Revenue(1) 17% 233 751 199 607
Gross profit(2) 15% 121 904 105 862
Other income 771 720
Operating costs(3) 15% (91 907) (79 655)
Operating profit 14% 30 768 26 927
Negative goodwill - 100
Fair value adjustment on derivative(4) - (263)
Share option IFRS 2 charge(5) (176) -
Interest income 615 699
Finance costs(6) (5 925) (6 186)
Profit before taxation 19% 25 282 21 277
Taxation (7 245) (5 303)
Profit for the year 13% 18 037 15 974
Other comprehensive income - -
Total comprehensive income for the year 13% 18 037 15 974
Attributable to:
Equity holders of the parent 13% 18 037 15 974
Minority interests - -
Reconciliation of headline earnings:
Earnings attributable to ordinary
shareholders adjusted for: 13% 18 037 15 974
Impairment losses 216 64
Negative goodwill arising on acquisition - (100)
Loss/(profit) on sale of property,
plant and equipment 2 (64)
Headline earnings attributable to
ordinary shareholders 15% 18 255 15 874
Weighted average shares in issue (`000) 170 161 170 161
Fully diluted shares in issue (`000)(7) 179 815 170 161
Earnings per share (cents) 13% 10.6 9.4
Fully diluted earnings per share (cents) 7% 10.0 9.4
Headline earnings per share (cents) 15% 10.7 9.3
Fully diluted headline earnings per
share (cents) 10% 10.2 9.3
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
28 February 28 February
2011 2010
Reviewed Audited
R`000 R`000
ASSETS
Non-current assets 102 182 93 706
Property, plant and equipment 11 813 11 649
Intangible assets(8) 67 570 64 366
Other financial assets(9) 3 150 -
Goodwill 18 654 16 321
Deferred tax 995 1 370
Non-current assets held for sale(10) 1 749 5 324
Current assets 112 553 89 676
Inventories(11) 62 221 55 096
Trade and other receivables(12) 33 493 19 585
Taxation 1 933 4 191
Advertising levies 755 3 524
Other financial assets 1 097 202
Cash and cash equivalents 13 054 7 078
Total assets 216 484 188 706
EQUITY AND LIABILITIES
Capital and reserves 118 515 100 302
Issued capital 2 2
Distributable reserve 75 196 57 159
Share premium 43 141 43 141
Share option reserve(5) 176 -
Non-current liabilities 46 915 47 969
Borrowings 30 071 30 509
Long-term employee benefits 429 606
Deferred tax 16 415 16 854
Current liabilities 51 054 40 435
Provisions 250 70
Current tax payable 299 120
Trade and other payables(12) 30 852 19 426
Balances due to vendors(13) - 6 446
Bank overdrafts 5 111 1 502
Derivative at fair value(4) - 1 322
Current portion of borrowings(14) 14 542 11 549
Total equity and liabilities 216 484 188 706
Number of shares in issue (`000) 170 161 170 161
Net asset value per share (cents) 69.6 58.9
Net tangible asset value per share (cents)(15) 28.6 21.4
CONDENSED CONSOLIDATED
STATEMENTS OF CHANGES IN EQUITY
Total
Share Share share
capital premium capital
R`000 R`000 R`000
Balance 1 March 2009 2 43 141 43 143
Profit for the year
Balance 1 March 2010 2 43 141 43 143
Share option reserve
Profit for the year
Balance 28 February 2011 2 43 141 43 143
Share
option Retained
reserve income Total
R`000 R`000 R`000
Balance 1 March 2009 - 41 185 84 328
Profit for the year - 15 974 15 974
Balance 1 March 2010 - 57 159 100 302
Share option reserve 176 - 176
Profit for the year - 18 037 18 037
Balance 28 February 2011 176 75 196 118 515
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
28 February 28 February
2011 2010
Reviewed Audited
R`000 R`000
Cash flow from operating activities 21 658 21 684
Cash generated by operating activities(16) 32 036 34 429
Interest income 615 699
Finance costs (5 925) (6 449)
Taxation paid (5 068) (6 995)
Cash flows from investing activities (13 901) (7 136)
Acquisition of property, plant and equipment (1 755) (6 384)
Acquisition of non-current assets held for sale (60) (4 727)
Proceeds of disposals of property, plant and
equipment 515 710
Proceeds on disposal of non-current assets held
for sale 3 212 1 182
Acquisition of subsidiary(17) (9 461) -
Loans (advanced)/repaid (4 045) 2 655
Acquisition of goodwill - (219)
Acquisition of intangible assets (2 307) (353)
Cash flows from financing activities (5 390) (12 725)
Decrease in long term employee benefits (177) (52)
Loans raised/(repaid)(18) 1 233 (9 119)
Loans repaid to vendors (6 446) (3 554)
Change in cash and cash equivalents 2 367 1 823
Cash and cash equivalents at beginning of year 5 576 3 753
Cash and cash equivalents at end of year 7 943 5 576
CONDENSED CONSOLIDATED SEGMENTAL REPORT
28 February 28 February
2011 2010
% Reviewed Audited
change R`000 R`000
Segment revenue
Food(19) 42% 63 160 44 339
Franchise 37 688 32 387
Manufacturing 14 680 894
Retail(20) 10 792 11 058
Jewellery(21) 10% 171 611 155 952
Franchise and wholesale 116 056 103 159
Retail(22) 52 347 52 793
Concession retail 3 208 -
Eliminations(23) (1 020) (684)
Group revenue 17% 233 751 199 607
Segment operating profit
Food 10% 17 712 16 111
Franchise(24) 17 810 17 194
Manufacturing(25) 690 (156)
Retail (788) (927)
Jewellery 11% 24 248 21 867
Franchise and wholesale 17 292 13 376
Retail(26) 7 265 8 491
Concession retail (309) -
Corporate services(27) 1% (11 192) (11 051)
Group operating profit 14% 30 768 26 927
Segment assets
Food 37 469 23 248
Franchise 23 094 17 686
Manufacturing 12 462 -
Retail 1 913 5 562
Jewellery 92 879 83 796
Franchise and wholesale 56 348 47 910
Retail 34 352 35 886
Concession retail 2 179 -
Corporate services 86 136 81 662
Total group assets 216 484 188 706
Notes to the financial information
1. Of the R34.1 million increase in revenue, the food segment increase
contributed R18.4 million (a 42% increase over 2010) and the jewellery segment
contributed R15.7 million (an increase of 10% over 2010).
2. The gross profit increase of 15% is lower than the revenue increase due to an
expected decline in the gross margin from 53% in 2010 to 52% in 2011. This
decline is due to the higher contribution of the food manufacturing segment,
which has a lower gross margin than the group currently.
3. Included in operating costs are non-recurring and non-comparable costs as
outlined below:
* R0.6 million in transaction fees in respect of the acquisition of the St
Elmo`s Woodfired Pizza brand ("St Elmo`s") in November 2010, which will not
recur; and
* R1.1 million in respect of cash incentives across the group, compared to nil
expense in the previous period.
Group operating costs excluding these non-recurring and non-comparable costs
increased 13.3% to R90.2 million (2010: R79.6 million), while operating profit
margin increased to 13.9% (2010: 13.5%).
4. The fair value adjustment on derivative in 2010 relates to the fair value
charge arising out of an agreement to fix the interest rate on the loan with
Rand Merchant Bank ("RMB") for the acquisition of the NWJ business ("NWJ").
This agreement ended 30 November 2010.
5. The IFRS 2 charge relates to the share incentive scheme detailed in note 7
below. This charge will continue for the duration of the scheme and will not
materially change in future years.
6. Finance costs have remained largely unchanged from the prior year as
additional funding was obtained for the acquisition of St Elmo`s in November
2010.
7. Fully diluted shares in issue include 9 654 000 shares that may be issued and
vest between 27 May 2010 and 27 May 2018 in terms of the share options granted
to selected individuals, as announced on 27 May 2010. Vesting of tranche 1 will
be triggered by the first achievement, tranche 2 by the second achievement, and
tranche 3 by the third achievement by Taste of a 25% increase in headline
earnings per share ("HEPS") in any three financial years from 2011 to 2015. Once
vesting of a tranche has been triggered, a third of the options within the
tranche will vest one year after vesting was triggered, a third two years after
vesting was triggered, and a third three years after vesting was triggered. The
options must be exercised within 5 years of vesting having been triggered and
any unvested shares will be forfeited if the employee is no longer employed by
Taste.
8. The increase in intangible assets as well as in goodwill is due to a
combination of the acquisition of 4 Galaxy jewellery outlets and St Elmo`s in
November 2010.
9. Other financial assets consist of loans made by Taste to marketing funds of
brands within the group. These loans attract interest, and are repayable in
monthly instalments over two years.
10. The decline in non-current assets held for sale is as a result of the sale
of company-owned food outlets, ownership of which is not a core strategy.
11. The 13% (R7.1 million) increase in group inventory relates to:
* R2.1 million of inventories held for the jewellery concession venture, which
was sold subsequent to 28 February 2011 as the pilot has been discontinued;
* an increase of R1.2 million in inventories held within the food manufacturing
division, being start-up inventory; and
* the balance of the change is due to normal increases associated with the
system-wide sales growth in the NWJ brand during the year.
12. The change in trade and other receivables and payables is due largely to the
acquisition of St Elmo`s and the growth of the food manufacturing and
distribution business, when compared to the prior period.
13. The amount due to vendors of NWJ in the prior year was settled in full
during the 2011 financial year in terms of the sale agreement.
14. The increase in the current portion of borrowings is due to the acquisition
finance raised for the acquisition of St Elmo`s.
15. Net tangible asset value is calculated by excluding goodwill, intangible
assets, and the deferred taxation liability relating to intangible assets from
net asset value.
16. The decline in cash generated from operations is primarily due to the change
in inventory as detailed in note 11 above. The net change in trade receivables
and payables was R2.5 million (see note 12 above).
17. On 1 November 2010, the food division acquired St. Elmo`s. The acquisition
consisted of:
* franchise agreements of 40 pizza outlets, associated trademarks, and
intellectual property;
* a food manufacturing and distribution facility with HACCP accreditation,
together with all recipes and associated intellectual property; and
* certain tangible assets relating to the business including, inter alia, stock,
debtors and fixed assets.
The fair value of assets and liabilities acquired is set out below:
R`000
Tangible assets 3 481
Intangible assets 6 533
Liabilities (553)
Total purchase consideration 9 461
The purchase consideration was discharged in cash. During the 4 months for which
St Elmo`s results were included in these results, St Elmo`s contributed R5.8
million to revenue and R0.8 million to operating profit. Shareholders are
referred to the announcement made on SENS on 27 October 2010 regarding the pro-
forma financial effects of the acquisition.
18. These payments are in respect of the RMB loan pursuant to the acquisition
of NWJ and St Elmo`s.
19. The food division consists of the core franchising division into 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 food products for the food division. The ownership of
corporate-owned stores is not a core strategy in this division.
20. The decrease in revenue in retail outlets is due to the sale or closure of
corporate-owned stores during the period.
21. The jewellery division consists of two core divisions: 20 corporate-owned
stores ("Retail"); and franchise and wholesale. The latter division
manufactures, sources, and distributes stock to franchisees; as well as earning
new-store and annuity revenue. Concession retail relates to two
pilot projects that were conducted until April 2011. These have since
been discontinued.
22. The decline in jewellery retail growth is partly due to the group having 22
stores during 2010 and only 20 during 2011. It is a core strategy to own retail
outlets within the jewellery division.
23. This refers to inter-divisional revenues in the food division which are
eliminated on consolidation.
24. The operating profits, and consequently operating profit margins, are not
comparable to the prior period due to the reallocation of operating costs
previously reflected in corporate services in the 2010 period, directly to the
food division in the current period. This change was due to restructuring of the
group at the beginning of the year to better reflect its divisional nature.
These costs totalled R1.96 million in the food franchising division. On a
comparable basis the financial results are as follows for the core food
franchising division:
* operating profit increased 15% to R19.8 million (2010: R17.2 million);
* operating profit margin declined marginally to 52% (2010: 53%); and
* operating costs as a percentage of revenue remained unchanged.
25. The full year operating profit is net of a loss of R0.4 million incurred
in the first 6 months of the financial year as a result of the division having
start-up costs in that period.
26. R1.7 million of the decline in retail operating profit was isolated to two
flagship stores in the first half of the 2011 year. The external factors that
contributed to these declines have since been mitigated and the operating profit
in the second half of the year increased 6% over the comparable period, despite
fewer company stores.
27. Excluding the costs in note 3 above, and adding back the reallocation of
costs as described in note 24, corporate service costs increased 3.6%.
GROUP OVERVIEW
The directors of Taste present the reviewed condensed provisional results for
the year ended 28 February 2011 ("the 2011 year" or "2011"). Taste is a South
African-based management group, invested in a portfolio of mostly franchised,
category specialist, restaurant and retail brands, represented in over 320
locations throughout South Africa.
Despite the continued financial pressure that consumers found themselves under
during the 2011 year, the group increased system-wide sales 11%, exceeding R750
million for the first time. During the year the group acquired the St Elmo`s
Woodfired Pizza brand; NWJ became the 3rd largest jewellery chain by store
numbers and system-wide sales; and the group made substantial forward strides in
its strategy of vertically integrating its food division. Consequently, group
revenue increased 17% to R234 million.
Despite slightly lower comparable gross profits due to the increased weighting
of the food manufacturing division, operating profit margin remained largely
unchanged and headline earnings increased by 15% to R18.2 million. Headline
earnings per share ("HEPS") similarly increased 15% to 10.7 cents.
The directors are furthermore pleased to announce that 10 years after the
inception of Scooters Pizza, the founding entity of Taste, that a maiden
dividend of 3.0 cents per share has been declared. The conservative dividend
cover of 3.6 times takes into account the group`s strategy to grow by
acquisition as well as organically; and is sustainable in the future given the
group`s cash generative business model.
DIVISIONAL OVERVIEW
FOOD
The food division consists of the Maxi`s, Scooters Pizza and St Elmo`s Woodfired
Pizza brands, as well as the new food services division which manufactures and
distributes selected products to its food brands. All three brands target
consumers in the broad middle market and are underpinned by strong value-for-
money propositions; contemporary store designs; and convenience through either
service offerings or locations.
During the year the division made substantial strides against both its vertical
integration and brand portfolio strategies through the acquisition of the 23-
year old St Elmo`s Woodfired Pizza brand and the development of a sauce and
spice mixing capability, to complement its existing manufacturing capacity.
The division ended the year with 242 outlets and system-wide sales of R506
million (2010: R443 million), an increase of 14%. Although same-store sales were
modest in the first half of the year these accelerated in the second half,
especially in the pizza division, with same-store sales increasing 7.8%, a trend
which has continued in 2011. The re-imaging of Scooters Pizza continued with 19
outlets revamped during the year. On average, these outlets trade at double the
year-on-year sales of the group. Maxi`s and Scooters Pizza piloted 2 combo
stores in petroleum forecourts and the initial positive performance has meant
that this format will be pursued in the future. Scooters Pizza also opened its
first non-delivery outlet located within a mall and this pilot will continue
during the ensuing year, during which time the offering will be refined. The St
Elmo`s brand has undergone a strategic positioning review and the re-imaging of
the first stores will take place from June 2011.
The food services division, which during the year manufactured a small portion
of the basket of goods for the food brands, will continue its focus on providing
consistent and good quality products to the group`s franchisees, as well as
increasing the basket size. New capacity and capability was added towards the
end of the year and the division will, by the end of August 2011 produce all the
sauce and spice requirements for all three food brands; all the pizza toppings
for the pizza division; and will continue to pilot a warehousing and
distribution depot regionally.
JEWELLERY
NWJ is the third-largest jewellery brand in South Africa, with 87 outlets
located nationally. As the only vertically-integrated franchise jewellery chain
in South Africa, it owns and operates approximately 23% 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 food franchise division of Taste 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.
Operating profit for the year in this division increased 11% from the prior year
to R24.2 million (2010: R21.8 million), with operating profit margin remaining
unchanged at 14%. The second half of the year was particularly robust with
operating profit increasing 21% from the comparable 6 months in the 2010 year.
The franchise and wholesale division increased operating profit by 29% over the
prior year, on the back of a 13% increase in revenue. This operating margin
increase from 12.9% to 14.9% was due to a combination of a decrease in nominal
costs within the division, as well as an increase in gross profit margin. As a
result of consumers seeking more value, the demand for silver increased. Silver
carries higher gross margins and increased transactions at store level, thereby
increasing the units manufactured and distributed by this division.
Consumer purchasing patterns have been unpredictable in the last two years and
continued in this vein in the year under review. Although operating profit for
the year declined 14% in the retail division, the second half of the year saw
the division increase operating profit by 6% over the comparable 6 months in the
2010 year, and producing nearly 4 times the operating profit of the first 6
months. System-wide sales increased 4.5% to R243 million (2010: R233 million),
despite same-store sales declining by 2.6% for the 12 months. The second half of
the year saw same-store sales improve to -1.4%. NWJ developed 10 new outlets
during the year, and did not renew lease options on 2 outlets.
During the 2011 year the brand piloted two concession opportunities which have
subsequently been discontinued.
The NWJ brand continued the brand re-positioning which started in 2009 and
currently has 17 outlets in the new image, with 12 revamps planned in the coming
year. Year-on-year sales increases in revamped stores are currently exceeding
12%. The brand won the Daily News Readers` Choice "Best place to buy Jewellery"
award and increased its ad-spend for the fourth year in a row, making it the
second largest advertiser in the category. The brand plans to open no fewer than
5 new stores during the year.
More recently, the brand has experienced an upward trend in spend per
transaction from the low levels in 2009 and 2010 with the result that same-store
sales at corporate stores have increased 11% for the 4 months since January
2011.
BASIS OF PREPARATION OF THE REVIEWED RESULTS
Statement of compliance
The provisional 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, the AC500 standards, as issued by the Accounting Practices Board or its
successor, the JSE Listings Requirements and the South African Companies Act.
The accounting policies applied in the preparation of the provisional condensed
financial statements have been prepared in accordance with accounting policies
of the company that comply with IFRS and are consistent with the prior
comparative year except for statements, amendments and interpretations that came
into effect this year, and which have had no impact on the group.
AUDITORS` REPORT
BDO South Africa Inc., the group`s independent auditor, has reviewed the
provisional condensed financial results contained in this provisional report,
and has expressed an unmodified report on the provisional financial statements.
Their review report is available for inspection at the company`s registered
office.
PROSPECTS
Current positive sales trends in all the group`s brands indicate that the gap
between inflation and the recent median salary increases of approximately 7%,
combined with two years of lowering interest rates, may finally have created
some headroom for cash-strapped consumers. In the longer term, all the group`s
brands are in the early stages of brand re-imaging which will provide forward
momentum for system-wide and same-store sales growth into the future. Similarly,
the opportunities within the food services division to manufacture more of the
basket of goods for its brands, as well as to distribute directly to outlets,
will unlock substantial value from within the system.
Taste remains committed to being a diversified franchisor invested in retail and
restaurant brands within southern Africa. The group will continue to assess
opportunities in line with its strategy and is focused in the short term on
growing its jewellery division organically; growing its portfolio of brands; and
increasing the contribution from the food services division.
DIVIDEND TO SHAREHOLDERS
Notice is hereby given that a maiden dividend of 3.0 cents per ordinary share,
payable out of income, has been declared in respect of the year ended
28 February 2011. The salient dates are:
Last day to trade cum-dividend Friday, 1 July 2011
Shares commence trading ex-dividend Monday, 4 July 2011
Record date Friday, 8 July 2011
Payment of dividend Monday, 11 July 2011
Share certificates may not be dematerialised or rematerialised between Monday, 4
July 2011 and Friday, 8 July 2011, both dates inclusive.
On behalf of the board
C F Gonzaga E Tsatsarolakis
Chief Executive Officer Financial Director
24 May 2011
CORPORATE INFORM ATION
Non-executive directors: R L Daly (Chairperson), K Utian, J B Currie,
A Berman, H Rabinowitz
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 7833, Sandton City, 2146
Company secretary: E Tsatsarolakis
Telephone: (011) 575 1400
Facsimile: (011) 576 1465
Transfer secretaries: Computershare Investor Services (Pty) Limited
Designated adviser: Vunani Corporate Finance
These results and an overview of Taste are available at www.tasteholdings.co.za
Date: 24/05/2011 08:45:01 Produced by the JSE SENS Department.
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