Interim Results

RNS Number : 2804Y
DP Eurasia N.V
08 September 2020
 

 

DP EURASIA N.V.

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2020 30 JUNE 2019

 

 

Share capital

Share premium

Contribution from shareholders

Remeasurement of post-employment benefit obligations

Currency translation differences

Retained earnings

Total Equity

 

 

 

 

 

 

 

 

Balances at 1 January 2019

36,353

119,286

20,697

(2,484)

(689)

(34,714)

138,449

 

 

 

 

 

 

 

 

Remeasurements of post-employment benefit obligations, net

-

-

-

274

-

-

274

Currency translation adjustments

-

-

-

-

(14,222)

-

(14,222)

Total loss for the period

-

-

-

-

-

(13,584)

(13,584)

Total comprehensive loss

-

-

-

274

(14,222)

(13,584)

(27,532)

Transfers (Note 21)

-

-

(2,192)

-

-

2,192

-

Share-based incentive plans (Note 21)

-

-

841

-

-

-

841

 

 

 

 

 

 

 

 

Balances at 30 June 2019

36,353

119,286

19,346

(2,210)

(14,911)

(46,106)

111,758

 

 

 

 

 

 

 

 

Balances at 1 January 2020

36,353

119,286

19,970

(2,591)

(22,288)

(40,332)

110,398

 

 

 

 

 

 

 

 

Remeasurements of post-employment benefit obligations, net

-

-

-

124

-

-

124

Currency translation adjustments

-

-

-

-

(16,859)

-

(16,859)

Total loss for the period

-

-

-

-

-

(68,507)

(68,507)

Total comprehensive loss

-

-

-

124

(16,859)

(68,507)

(85,242)

Share-based incentive plans (Note 21)

-

-

726

-

-

-

726

 

 

 

 

 

 

 

 

Balances at 30 June 2020

36,353

119,286

20,696

(2,467)

(39,147)

(108,839)

25,882

 

 

 

 

 

 

 

 

 ( Amounts expressed in thousands of Turkish Lira (TRY) unless otherwise stated.)

 

 

The accompanying notes on pages 17 till 41 form an integral part of these condensed consolidated interim financial statements.

DP EURASIA N.V.

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS  

FOR THE PERIOD ENDED 30 JUNE 2020 AND 30 JUNE 2019

( Amounts expressed in thousands of Turkish Lira (TRY) unless otherwise stated.)

 

 

Notes

30 June 2020

30 June 2019

Loss before income tax

 

(69,389)

(10,474)

 

 

 

 

Adjustments for:

 

 

 

Depreciation

8

49,172

20,388

Amortisation

9

14,835

34,103

Gains on sale of property and equipment

6

728

(1,097)

Impairment of tangible and intangible assets

  8,9

5,321

-

Non-cash employee benefits expense -

 

 

 

  share based payments

21

726

841

Interest income

6

(12,664)

(1,396)

Interest expense

6

45,506

37,676

 

 

 

 

Changes in operating assets and liabilities

 

 

 

Changes in trade receivables

 

20,762

(92,933)

Changes in other receivables and assets

 

12,547

(19,339)

Changes in inventories

 

10,205

(3,505)

Changes in contract assets

 

198

1,750

Changes in contract liabilities

 

(3,881)

3,798

Changes in trade payables

 

36,216

10,958

Changes in other payables and liabilities

 

(751)

(5,015)

Income taxes paid

 

(11,562)

(3,372)

Performance bonuses paid

 

(4,119)

(7,010)

 

 

 

 

Cash flows generated from/ (used in)

 

 

 

  operating activities

 

93,850

(34,627)

 

 

 

 

Purchases of property and equipment

8

(7,227)

(20,184)

Purchases of intangible assets

9

(13,248)

(9,051)

Disposals from sale of tangible and intangible assets

 

997

5,543

 

 

 

 

Cash flows used in investing activities

 

(19,478)

(23,692)

 

 

 

 

Interest paid

 

(24,855)

(28,484)

Interest on leases paid

 

(9,272)

(15,089)

Interest received

 

5,444

1,396

Loans obtained

 

309,497

141,728

Loans paid

17

(151,564)

(20,656)

Payment of lease liabilities

17

(51,064)

(24,515)

Cash flows generated from

 

 

 

  from financing activities

 

78,186

54,380

Effect of currency translation differences

 

7,525

(2,963)

Net increase/ (decrease) in cash and cash equivalents

 

160,083

(6,902)

Cash and cash equivalents at the

 

 

 

  beginning of the period

12

70,928

28,444

Cash and cash equivalents at the

 

 

 

  end of the period

12

231,010

21,542

 

The accompanying notes on pages 17 till 41 form an integral part of these condensed consolidated interim financial statements.

 

 

DP EURASIA N.V.

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL

STATEMENTS AS AT 30 JUNE 2020

(Amounts expressed in thousands of Turkish Lira (TRY) unless otherwise stated.)

 

NOTE 1 - GROUP'S ORGANIZATION AND NATURE OF ACTIVITIES

 

DP Eurasia N.V. (the "Company"), public limited company, having its statutory seat in Amsterdam, the Netherlands, was incorporated under the law of the Netherlands on 18 October 2016. The Company has been incorporated by integrating shares of Fides Food Systems Coöperatief U.A. and Vision Lovemark Coöperatief U.A. in Fidesrus B.V. and Fides Food Systems B.V. Acquisitions occurred on
18 October 2016 when the Company acquired Fidesrus and Fides Foods and their subsidiaries and from this point forward consolidated Group was formed. This was a transaction under common control.

 

The Company's registered address is: Herikerbergweg 238, Amsterdam, the Netherlands.

 

The Company and its subsidiaries (together referred as the "Group") operate corporate-owned and franchise-owned stores in Turkey and the Russian Federation, including providing technical support, control and consultancy services to the franchisees.

 

As at 30 June 2020, the Group hold franchise operating and sub-franchising right in 754 stores (513 franchise stores, 241 corporate-owned stores) (31 December 2019: 765 stores (521 franchise stores, 244 corporate-owned stores).

 

 

Subsidiaries

 

The Company has a total of four fully-owned subsidiaries. The entities included in the scope of the condensed consolidated financial interim information and nature of their business is as follows:

 

 

30 June

2020

30 June

2019

 

 

 

Effective

Effective

 

 

Subsidiaries

ownership (%)

ownership (%)

Registered country

Nature of business

 

 

 

 

 

Pizza Restaurantları A.Ş. ( " Domino's Turkey " )

100

100

Turkey

Food delivery

Pizza Restaurants LLC ( " Domino's Russia " )

100

100

Russia

Food delivery

Fidesrus B.V. ( " Fidesrus " )

100

100

the Netherlands

Investment company

Fides Food Systems B.V. ( " Fides Food " )

100

100

the Netherlands

Investment company

 

Pizza Restaurants LLC is established in the Russian Federation. Domino's Russia is operating a pizza delivery network of company and franchise-owned stores in Russian Federation. Domino's Russia has a Master Franchise Agreement (the "MFA Russia") with Domino's Pizza International for the pizza delivery network in Russia until 2030.
 

NOTE 1 - GROUP'S ORGANIZATION AND NATURE OF ACTIVITIES (Continued)

 

Pizza Restaurantları A.Ş. ("Domino's Turkey") is established in Turkey. Domino's Turkey is operating a pizza delivery network of corporate and franchised stores in Turkey. Domino's Turkey is a food delivery company, which has a Master Franchise Agreement (the "MFA Turkey") with Domino's Pizza International pizza delivery network in Turkey until 2032. The Group expects the terms of the MFAs to be extended.

 

Fides Food and Fidesrus are established in the Netherlands. Both Fides Food Systems and Fidesrus are acting as investment companies.

 

Significant changes in the current reporting period

 

The condensed interim consolidated financial statements have been prepared assuming that the Group will continue as a going concern and be able to realise its assets and discharge its liabilities in the normal course of business.  The Group currently utilizes internally generated cash flow and bank borrowings in Turkey and Russia to meet its financing needs. The Group's Turkish operations are well established and cash generative and act as a source of liquidity for the wider Group. The Group's Russian business is still in the early stages of growth and does not yet generate cash, so is funded by local bank borrowings and intra-group cash injections, and loan guarantees from its Turkish affiliate. The Group's Russian loan facility carries financial covenants, which the Group was unable to meet in the first two quarters of 2020, mainly due to the impact of Covid-19. The Group is currently in discussions with its Russian loan provider to reset the covenants for the remainder of the year. The Group's strong liquidity position enables it to repay its bank borrowings in Russia if required , and still maintain a strong liquidity position.

 

The Board has been closely monitoring the Group's strategy as well as the financial and operational performance throughout the Covid-19 pandemic. There remains considerable uncertainty ahead, including the risk of additional lockdowns and a decline in consumer spending, which could result in the potential for a prolonged period of uncertainty following the Covid-19 pandemic and related market volatility. Even though this uncertainty remains, based on the Group's experience with the operational constraints during the March-June period and the resources available in the form of TRY 256 million of cash at hand and additional available bank lines of TRY 82 million , the Group has formed a judgement on a reasonable basis, that the Company will be able to continue as a going concern and, therefore, will be able to realise its assets and discharge its liabilities in the normal course of business.

 

The Group took certain measures to optimise its and its franchisees' liquidity during the uncertainty surrounding the pandemic, such as extending the payment terms to its suppliers, extending payment terms for its franchisees and waiving certain commissions from its franchisees.

 

The Group also took certain actions to minimise infection risk for both its customers and employees, such as heightened hygienic standards at its stores, commissaries and headquarters and the launch of contactless delivery, take-away and payment services.

 

In preparation of the condensed interim consolidated financial statements as of 30 June 2020, the Group has assessed the possible impacts of Covid-19 pandemic on the financial statements and reviewed the critical estimates and assumptions. Within this scope, the Group has tested the tangible and intangible assets, goodwill, deferred tax assets and trade receivables for possible impairment.  As a result of these tests, TRY 5.3 million of impairments were recognised for tangible and intangible assets in the 30 June 2020 consolidated financials. No impairments were identified for other assets and receivables.
 

NOTE 2 -   BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS

 

2.1  Basis of preparation

 

These condensed consolidated interim financial statements for the six months period ended 30 June 2020 have been prepared in accordance with International Accounting Standard 34 ("IAS 34") Interim Financial Reporting.

 

The interim report does not include all the notes of the type normally included in the annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended
31 December 2019 and any public announcements made by the Company during the interim reporting period.

 

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

 

Seasonality of operations

 

There is no significant seasonality effect on the Group's revenue. According to financial year ended
31 December 2019, 47% of revenues accumulated in the first half year, with 53% accumulating in the second half.

 

2.1  Basis of preparation (Continued)

 

Consolidation of foreign subsidiaries

 

Financial statements of subsidiaries operating in foreign countries are prepared in the currency of the primary economic environment in which they operate. Assets and liabilities in financial statements prepared according to the Group's accounting policies are translated into the Group's presentation currency, Turkish Liras ('TRY'), from the foreign exchange rate at the statement of financial position date whereas income and expenses are translated into TRY at the average foreign exchange rate. Exchange differences arising from the translation are included in the "currency translation differences" under shareholders' equity.

 

The foreign currency exchange rates used in the translation of the foreign operations within the scope of consolidation are as follows:

 

 

30 June 2020

 

31 December 2019

 

30 June 2019

 

Period

Period

 

Period

Period

 

Period

Period

Currency

End

Average

 

End

Average

 

End

Average

 

 

 

 

 

 

 

 

 

Euros

  7.7080

  7.1322

 

6.6506

6.3484

 

  6.5507

  6.3445

Russian Rubles

  0.0972

  0.0933

 

0.0955

0.0872

 

  0.0908

  0.0856

 

 

 

NOTE 2 -   BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS (Continued)

 

2.2  New and amended international financial reporting standards as adopted by European Union

 

New and amended standards adopted by the Group, which are effective for the interim financial statements as at 30 June 2020

 

A number of new or amended standards became applicable for the current reporting period:

 

- Amendments to IAS 1 and IAS 8 on the definition of material

- Amendments to IFRS 3 - definition of a business

- Amendments to IFRS 9, IAS 39 and IFRS 7 - Interest rate benchmark reform

- Amendment to IFRS 16, 'Leases' - Covid-19 related rent concessions

 

These standards did not have any impact on the Group's accounting policies and did not require retrospective adjustments.

 

The new standards, amendments and interpretations, which are issued but not effective for the interim financial statements as at 30 June 2020

 

- IFRS 17, 'Insurance contracts'

- Amendments to IAS 1, Presentation of financial statements' on classification of liabilities

- A number of narrow-scope amendments to IFRS 3, IAS 16, IAS 17 and some annual improvements on IFRS 1, IFRS 9, IAS 41 and IFRS 16

 

NOTE 3 - SEGMENT REPORTING

 

The business operations of the Group are organised and managed with respect to geographical positions of its operations. The information regarding the business activities of the Group as of 30 June 2020 and 2019 comprise the performance and the management of its Turkish and Russian operations and head office.

 

The Group has two business segments, determined by management according to the information used for the evaluation of performance and the allocation of resources, the Turkish and Russian operations. Other operations are composed of corporate expenses of Dutch companies. These segments are managed separately because they are affected by the economic conditions and geographical positions in terms of risks and returns.

 

 

 

NOTE 3 - SEGMENT REPORTING (Continued)

 

The segment analysis for the periods ended 30 June 2020 and 2019 are as follows:

 

 

1 January-30 June 2020

Turkey

Russia

Other

Total

 

 

 

 

 

Corporate revenue

94,947

108,822

-

203,769

Franchise revenue and royalty

 

 

 

 

  revenue obtained from franchisees

176,292

42,401

-

218,693

Other revenue

12,542

2,741

-

15,283

Total revenue

283,781

153,964

-

437,745

  -  At a point in time

280,825

152,570

-

433,395

  -  Over time

2,956

1,394

-

4,350

Operating profit

23,035

(47,271)

(4,717)

(28,953)

Capital expenditures

16,485

8,137

-

24,622

Tangible and intangible disposals

(997)

-

-

(997)

Depreciation and amortisation

 

 

 

 

  expenses

(24,816)

(39,191)

-

(64,007)

Adjusted EBITDA

50,379

(2,989)

(4,717)

42,673

 

 

 

 

 

31 December 2019

Turkey

Russia

Other

Total

 

 

 

 

 

Borrowings

 

 

 

 

TRY

326,418

-

-

326,418

RUB

-

154,169

154,169

 

326,418

154,169

-

480,586

Lease liabilities

 

 

 

 

TRY

78,547

-

-

78,547

RUB

-

142,378

-

142,378

 

78,547

142,378

-

220,926

 

 

 

 

 

Total

404,965

296,547

-

701,512

 

 

 

NOTE 3 - SEGMENT REPORTING (Continued)

 

1 January-30 June 2019

Turkey

Russia

Other

Total

 

 

 

 

 

Corporate revenue

99,232

144,538

-

243,770

Franchise revenue and royalty

 

 

-

 

  revenue obtained from franchisees

143,069

43,920

-

186,989

Other revenue

18,730

12,995

-

31,725

Total revenue

261,031

201,453

-

462,484

  -  At a point in time

258,632

200,615

-

459,247

  -  Over time

2,399

838

-

3,237

Operating profit

31,487

(4,417)

(3,456)

23,614

Capital expenditures

19,178

10,392

-

29,570

Tangible and intangible disposals

(1,840)

(2,602)

-

(4,442)

Depreciation and amortisation

 

 

 

 

  expenses

(23,356)

(31,135)

-

(54,491)

Adjusted EBITDA

55,547

27,474

(3,456)

79,565

 

 

 

 

 

30 June 2019

Turkey

Russia

Other

Total

 

 

 

 

 

Borrowings

 

 

 

 

TRY

94,000

-

-

94,000

RUB

-

192,396

-

192,396

 

94,000

192,396

-

286,396

Lease liabilities

 

 

 

 

TRY

94,958

-

-

94,958

RUB

-

149,977

-

149,977

 

94,958

149,977

-

244,935

 

 

 

 

 

Total

188,958

342,373

-

531,331

 

 

EBITDA, adjusted EBITDA, net debt, adjusted net debt, adjusted net income and non-recurring and non-trade income/expenses are not defined by IFRS. The amounts provided with respect to operating segments are measured in a manner consistent with that of the financial statements. These items determined by the principles defined by Group management comprise income/expenses which are assumed by the Group management to not be part of the normal course of business and are non-recurring items. These items which are not defined by IFRS are disclosed by Group management separately for a better understanding and measurement of the sustainable performance of the Group.

.

 

 

NOTE 3 - SEGMENT REPORTING (Continued)

 

The reconciliation of adjusted EBITDAs as of 30 June 2020 and June 2019 is as follows:

 

 

 

 

Turkey

30 June 2020

30 June 2019

 

 

 

Adjusted EBITDA (*)

50,379

55,547

 

 

 

Non-recurring and non-trade

 

 

  (income)/expenses per Group

 

 

  Management (*)

 

 

 

 

 

One off non-trading costs (**)

1,449

129

Share-based incentives

1,079

575

 

 

 

EBITDA

47,851

54,843

 

 

 

Depreciation and amortisation

(24,816)

(23,356)

 

 

 

Operating profit

23,035

31,487

 

Dominos Turkey EBITDA was TRY 55.547 in 2019 and down 9.3% in 2020. This decline was primarily due to Covid-19 related costs amounting to TRY 5.825 to ensure that operations were carried out safely.

 

 

 

 

Russia

30 June 2020

30 June 2019

 

 

 

Adjusted EBITDA (*)

(2,989)

27,474

 

 

 

Non-recurring and non-trade

 

 

  (income)/expenses per Group

 

 

  Management (*)

 

 

 

 

 

One off non-trading costs (**)

5,444

489

Share-based incentives

(353)

267

 

 

 

EBITDA

(8,080)

26,718

 

 

 

Depreciation and amortisation

(39,191)

(31,135)

 

 

 

Operating loss

(47,271)

(4,417)

 

Dominos Russia EBİTDA includes TRY 2.737 Covid-19 related costs. These Covid-19 related costs and the negative impact of Covid-19 on sales of Dominos Russia are the primary reasons of EBITDA down from the prior year.

 

(**)  The reason for the significant increase in one-off non-trading costs is mainly impairments of tangible and intangible assets.

 

 

 

NOTE 3 - SEGMENT REPORTING (Continued)

 

 

 

Dutch Corporate Expenses

30 June 2020

30 June 2019

 

 

 

Adjusted EBITDA (*)

(4,717)

(3,456)

 

 

 

Non-recurring and non-trade

 

 

  (income)/expenses per Group

 

 

  Management (*)

 

 

 

 

 

One off non-trading costs 

-

-

 

 

 

EBITDA

(4,717)

(3,456)

 

 

 

Depreciation and amortisation

-

-

 

 

 

Operating loss

(4,717)

(3,456)

 

(*)  EBITDA, adjusted EBITDA and non-recurring and non-trade income/expenses are not defined by IFRS. These items are determined by the principles defined by the Group management and comprise income/expenses which are assumed by Group management to not be part of the normal course of business and are non-trading items. These items, which are not defined by IFRS, are disclosed by Group management separately for a better understanding and measurement of the sustainable performance of the Group.

 

 

The reconciliation of adjusted net income as of 30 June 2020 and 2019 is as follows:

 

 

 

 

 

30 June 2020

30 June 2019

 

 

 

Loss for the period as reported

(68,507)

(13,584)

 

 

 

Non-recurring and non-trade (income)/expenses

 

 

  per Group Management (*)

 

 

 

 

 

Share-based incentives

726

842

One-off expenses

6,893

618

 

 

 

Adjusted net loss for the period

(60,888)

(12,124)

 

(*)  Adjusted net income and non-recurring and non-trade income/expenses are not defined by IFRS. Adjusted net income excludes income and expenses which are not part of the normal course of business and are non-recurring items. Management uses this measurement basis to focus on core trading activities of the business segments, and to assist it in evaluating underlying business performance.
 

NOTE 4 - REVENUE AND COST OF SALES

 

 

30 June 2020

30 June 2019

 

 

 

Corporate revenue

203,769

243,770

Franchise revenue and royalty 

 

 

revenue obtained from franchisees

218,693

186,989

Other revenue

15,283

31,725

 

 

 

Revenue

437,745

462,484

 

 

 

Cost of sales

(309,339)

(305,377)

 

 

 

Gross profit

128,406

157,107

 

 

NOTE 5 - EXPENSES BY NATURE

 

 

 

30 June 2020

30 June 2019

 

 

 

 

Employee benefit expenses

 

(100,498)

(96,681)

Depreciation and amortisation expenses

 

(64,007)

(54,491)

 

 

 

 

 

 

(164,505)

(151,172)

 

 

NOTE 6 - FOREIGN EXCHANGE LOSSES, FINANCIAL INCOME AND EXPENSES

 

Foreign exchange gains / (losses)

30 June 2020

30 June 2019

 

 

 

Foreign exchange (losses) / gains, net

(8,582)

2,277

Foreign exchange gains on lease liabilities

988

-

 

 

 

(7,594)

2,277

 

 

 

Financial income

30 June 2020

30 June 2019

 

 

 

Interest income from lease receivables

7,220

6,868

Interest income

5,444

1,396

 

 

 

12,664

8,264

 

 

 

Financial expense

30 June 2020

30 June 2019

 

 

 

Interest expense

(29,014)

(22,587)

Interest expense on lease liabilities

(16,492)

(21,957)

Other

-

(85)

 

 

 

(45,506)

(44,629)

 

 

 

 

 

 

NOTE 7 - LOSS PER SHARE

 

The reconciliation of adjusted loss per share as of 30 June 2020 and 2019 is as follows:

 

 

30 June 2020

30 June 2019

 

 

 

Average number of shares existing during the period

145,372

145,372

Net loss for the period attributable to

 

 

  equity holders of the parent

(68,507)

(13,584)

 

 

 

Loss per share

(0.47)

(0.09)

 

The reconciliation of adjusted loss per share as of 30 June 2020 and 2019 is as follows:

 

 

30 June 2020

30 June 2019

 

 

 

Average number of shares existing during the period

145,372

145,372

Net loss for the period attributable to equity

 

 

  holders of the parent

(68,507)

(13,584)

 

 

 

Non-recurring and non-trade expenses

 

 

  per Group Management (*)

 

 

Share-based incentives

726

842

One-off expenses

6,893

618

 

 

 

Adjusted net loss for the period

 

 

  attributable to equity holders of the parent

(60,888)

(12,124)

 

 

 

Adjusted Loss per share (*)

(0.42)

(0.08)

 

(*)  Adjusted earnings per share non-recurring and non-trade income/expenses are not defined by IFRS. The amounts provided with respect to operating segments are measured in a manner consistent with that of the financial statements. These items determined by the principles defined by the Group management comprises incomes/expenses which are assumed by the Group management that are not part of the normal course of business and are non-recurring items. These items which are not defined by IFRS are disclosed by the Group management separately for a better understanding and measurement of the sustainable performance of the Group.

 

There are no shares or options with a dilutive effect and hence the basic and diluted earnings per share are the same.

 

The loss per share presented for the period ended 30 June 2020 is based on the issued share capital of DP Eurasia N.V. at the date of its incorporation.

NOTE 8 - PROPERTY AND EQUIPMENT

 

 

 

 

 

 

 

Currency

 

 

 

 

 

 

 

translation

 

 

1 January 2020

Additions

Disposals

Transfers

Impairment

adjustments

30 June 2020

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

Machinery and equipment

76,825

499

-

2,200

(128)

1,394

80,790

Motor vehicles

29,975

4,147

-

-

(84)

611

34,649

Furniture and fixtures

62,552

2,978

(329)

-

-

84

65,285

Leasehold improvements

113,118

2,096

(434)

1,401

(4,595)

1,122

112,708

Construction in progress

7,425

1,654

-

(3,601)

(95)

20

5,403

 

 

 

 

 

 

 

 

 

289,895

11,374

(763)

-

(4,902)

3,231

298,835

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

Machinery and equipment

(26,380)

(6,009)

-

-

-

(659)

(33,048)

Motor vehicles

(19,601)

(4,518)

-

-

84

(476)

(24,511)

Furniture and fixtures

(28,778)

(3,764)

34

-

-

(44)

(32,552)

Leasehold improvements

(55,093)

(8,286)

80

-

1,539

(678)

(62,438)

 

 

 

 

 

 

 

 

 

(129,852)

(22,577)

114

-

1,623

(1,856)

(152,549)

 

 

 

 

 

 

 

 

Net book value

160,043

 

 

 

 

 

146,286

 

 

 

For the period ended 30 June 2020, depreciation expense of TRY17,789 has been charged in cost of sales and TRY4,788 has been charged in general administrative expenses.

NOTE 8 - PROPERTY AND EQUIPMENT (Continued)

 

 

1 January 2019

Additions

Disposals

Transfers

Currency translation adjustments

30 June 2019

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

Machinery and equipment

55,668

2,960

(3,290)

1,738

9,822

66,898

Motor vehicles

32,963

334

(8,023)

-

4,843

30,117

Furniture and fixtures

62,109

3,858

(2,018)

-

523

64,472

Leasehold improvements

91,207

5,957

(3,416)

-

9,621

103,369

Construction in progress

3,024

7,409

-

(1,738)

635

9,330

 

 

 

 

 

 

 

 

244,971

20,518

(16,747)

-

25,444

274,186

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

Machinery and equipment

(17,975)

(5,113)

2,091

-

(3,110)

(24,107)

Motor vehicles

(18,218)

(4,287)

7,038

-

(2,354)

(17,821)

Furniture and fixtures

(27,848)

(3,694)

1,040

-

(187)

(30,689)

Leasehold improvements

(44,889)

(7,294)

2,260

-

(3,287)

(53,210)

 

 

 

 

 

 

 

 

(108,930)

(20,388)

12,429

-

(8,938)

(125,827)

 

 

 

 

 

 

 

Net book value

136,041

 

 

 

 

148,359

 

 

For the period ended 30 June 2019, depreciation expense of TRY16,722 has been charged in cost of sales and TRY3,666 has been charged in general administrative expenses.

NOTE 9 - INTANGIBLE ASSETS

 

 

 

 

 

 

Currency

 

 

1 January

 

 

 

translation

30 June

 

2020

Additions

Disposals

Impairment

adjustments

2020

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

Key money

50,622

592

(424)

(2,342)

269

48,717

Computer software

68,672

12,656

(139)

(2,329)

608

79,468

Franchise contracts

48,485

-

-

-

-

48,485

 

 

 

 

 

 

 

 

167,779

13,248

(563)

(4,671)

877

176,670

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

Key money

(12,038)

(3,759)

205

603

(85)

(15,074)

Computer software

(28,989)

(8,652)

10

2,026

(249)

(35,854)

Franchise contracts

(45,328)

(2,424)

-

-

-

(47,752)

 

 

 

 

 

 

 

 

(86,355)

(14,835)

215

2,629

(334)

(98,680)

 

 

 

 

 

 

 

Net book value

81,424

 

 

 

 

77,990

 

 

For the period ended 30 June 2020, amortisation expense of TRY6,286 has been charged in cost of sales and TRY8,549 has been charged in general administrative expenses.

 

 

1 January

 2019

Additions

Disposals

Currency translation adjustments

Transfers

30 June 2019

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

Key money

17,456

3,519

(503)

1,948

-

22,420

Computer software

45,573

5,532

(136)

741

-

51,710

Franchise contracts

48,485

-

-

-

-

48,485

 

 

111,514

9,051

(639)

2,689

-

122,615

 

 

 

 

 

 

 

Accumulated amortisation

 

 

 

 

 

 

Key money

(5,342)

(3,126)

503

(582)

-

(8,547)

Computer software

(17,178)

(3,363)

8

-

-

(20,533)

Franchise contracts

(40,480)

(2,614)

-

(26)

-

(43,120)

 

 

(63,000)

(9,103)

511

(608)

-

(72,200)

 

 

 

 

 

 

 

Net book value

48,514

 

 

 

 

50,415

 

For the period ended 30 June 2019, amortisation expense of TRY4,507 has been charged in cost of sales and TRY4,596 has been charged in general administrative expenses.
 

NOTE 10 - RIGHT OF USE ASSETS

 

Details of right-of-use assets as of 30 June 2020 and 31 December 2019 are as follows :

 

 

30 June 2020

31 December 2019

Right-of-use assets

 

 

Properties

143,609

166,147

Vehicles

2,131

14,089

 

145,740

180,236

 

 

Details of lease receivable as of 30 June 2020 and 31 December 2019 are as follows :

 

 

30 June 2020

31 December 2019

Lease receivables

 

 

Current

18,364

16,618

Non-current

30,200

39,568

 

48,564

56,186

 

 

Details of lease liabilities as of 30 June 2020 and 31 December 2019 are as follows :

 

 

30 June 2020

31 December 2019

Lease liabilities

 

 

Current

74,878

71,427

Non-current

146,048

184,708

 

220,926

256,135

 

 

The movement of right-of-use assets as of 30 June 2020 and 2019 are as follows:

 

 

2020

2019

 

 

 

Opening - 1 January

180,236

162,446

Depreciation

(26,595)

(25,000)

Current year additions

9,046

15,438

Current year disposals

(18,748)

(8,640)

Currency translation adjustments

1,801

22,219

Closing - 30 June

145,740

166,463

 

For the period ended 30 June 2020, amortisation expense of TRY   22,969 has been charged in cost of sales and TRY   3,626 has been charged in general administrative expenses (20 June 2019: TRY24,229 and TRY771, respectively).

 

The total amount of interest of sub-lease income is TRY 7,220 as of 30 June 2020.

 

As of June 2020, the total cash outflow for principle of leases and interest of leases is TRY 51,064 and TRY 9,272, respectively (30 June 2019: TRY 39,604 and TRY 15,089).

 

 

 

NOTE 11 - GOODWILL

 

30 June 2020

31 December 2019

 

 

 

47,133

45,195

Currency translation impact

164

1,938

 

 

 

31 December

47,297

47,133

 

These Goodwill relates to Turkish and Russian CGUs at the amounts TRY 36,023 and RUB 11,274 respectively (31 December 2019: TRY 36,023 and RUB 9,172 respectively).

 

 

Goodwill impairment test

 

In accordance with IFRS and the accounting policies, the Group performs impairment tests on goodwill to assess whether impairment exists. The Group is obliged to test goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired, as goodwill is deemed to have an indefinite useful life.

 

In order to perform this test, management is required to compare the carrying value of the relevant cash generating unit ("CGU"), defined as stores of the Group including goodwill with its recoverable amount. The recoverable amounts of the CGU are determined based on a value in use calculation.

 

The recoverable amounts of CGUs are calculated based on value in use. These calculations require estimations and use pre-tax cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. For the purpose of assessing impairment, the discounted cash flows calculated based on the Group's revenue projections for five years are compared to the carrying value of all assets in CGUs, including allocated goodwill.

 

The Group prepares pre-tax cash flow forecasts derived from the most recent financial budgets approved by management for the next five years and extrapolates cash flows for the remaining term based on the average long-term growth rate of 8.5% for the Turkish market and 4.2% for the Russian market. The impact of IFRS 16 has been included in the discounted cash flow models and resulted in an increase in weighted average cost of capital.

 

Other key assumptions applied in the impairment tests include the expected product price, demand for the products, product cost and related expenses, which are reflected in the projected sales growth rates for the coming years. Management used projected sales growth rates of 10.3% and 16% for Turkey and Russia, respectively. Growth projections also include inflation expectations for the related CGUs. Management determined these key assumptions based on past performance and its expectations on market development. Furthermore, management applied pre-tax discount rates of 17.4% as of 30 June 2020 (22.0% as of 31 December 2019) for Turkey and 17.5% as of 30 June 2020 (17.5% as of 31 December 2019) for the Russian Federation to reflect country specific risks.

 

 

NOTE 11 - GOODWILL (continued)

 

Sensitivities - Turkish operations

 

The assumptions used for value in use calculations to which the recoverable amount is more sensitive are growth rate beyond five years and pre-tax discount rate. Management determined these key assumptions based on past performance and its expectations on market development. Further, management adopts different discount rates each year that reflect specific risks related to the Group as discount rates. Impairment loss has not been recognized as a result of the impairment tests performed with the above assumptions as at 30 June 2020. A further test with a 10% adverse change to the above assumptions did not result in any impairment loss, either.

 

Sensitivities - Russian operations

 

The assumptions used for value-in-use calculations to which the recoverable amount is more sensitive are growth rate beyond five years and pre-tax discount rate. Management determined these key assumptions based on past performance and its expectations on market development.

 

Impairment loss has not been recognized as a result of the impairment tests performed with the above assumptions as at 30 June 2020.  A further test with a 10% adverse change to the above assumptions would result in TRY 1.1 million impairment loss.

 

NOTE 12 - CASH AND CASH EQUIVALENTS

 

The details of cash and cash equivalents as of 30 June 2020 and 31 December 2019 are as follows:

 

 

30 June 2020

31 December 2019

 

 

 

Cash

579

897

Banks

219,496

16,744

Term bank deposits (less than three months)

-

42,745

Credit card receivables

10,935

10,542

 

231,010

70,928

 

Maturity term of credit card receivables are 30 days on average (31 December 2019: 30 days).

 

 

 

NOTE 13 - TRADE RECEIVABLES   AND PAYABLES

 

a)  Short-term trade receivables

 

 

30 June 2020

31 December 2019

 

 

 

Trade receivables

81,476

89,419

Post-dated cheques (*)

19,338

27,154

 

 

 

 

100,814

116,573

 

 

 

Less: Doubtful trade receivable

(3,044)

(2,080)

 

 

 

Short-term trade receivables, net

97,770

114,493

 

The average collection period for trade receivables is between 30 and 60 days (2019: 30 and 60 days).

 

b)  Long-term trade receivables

 

 

30 June 2020

31 December 2019

 

 

 

Trade receivables

3,409

7,467

Post-dated cheques (*)

9,683

15,955

 

 

 

 

13,092

23,422

 

(*)   Post-dated cheques are the receivables from franchisees resulting from store openings.

 

c)  Short-term trade and other payables

 

 

30 June 2020

31 December 2019

 

 

 

Trade payables

153,459

108,995

Other payables

4,653

12,183

 

 

 

 

158,112

121,178

 

The weighted average term of trade payables is less than three months. Short-term payables with no stated interest are measured at original invoice amount unless the effect of imputing interest is significant.

 

 

 

 

NOTE 14 - TRANSACTIONS WITH RELATED PARTIES

 

Key management compensation

 

 

30 June 2020

30 June 2019

 

 

 

Short-term employee benefits

11,144

9,780

Share-based incentives

726

841

 

 

 

 

11,870

10,621

 

There are no loans, advance payments or guarantees given to key management.

 

 

NOTE 15 - INVENTORIES

 

 

30 June 2020

31 December 2019

 

 

 

Raw materials

50,354

66,003

Other inventory

9,503

4,059

 

 

 

 

59,857

70,062

 

NOTE 16 - OTHER ASSETS AND LIABILITIES

 

Other current assets

 

 

 

30 June 2020

31 December 2019

 

 

 

Advance payments

36,854

36,217

Deposits for loan guarantees (*)

9,619

18,683

Prepaid taxes and VAT receivable

5,613

2,740

Prepaid marketing expenses

1,461

1,486

Contract assets related to

 

 

  franchising contracts (**)

618

482

Prepaid insurance expenses

349

1,029

Other

6,494

4,610

 

 

 

 

61,008

65,247

 

(*)  As of 30 June 2020, the loan carries a TRY 24,468 (RUB 262 million) cash deposit condition that was made as collateral by the Russian operating company. In July 2020, the Group repaid this loan in the amount of TRY 55,236 (RUB 578 million) as a result in the subsequent term the loan carries a TRY 22,360 (RUB 230 million) cash deposit collateral.

(**)  The Group incurs certain costs with DP International related to set up of each franchise contract and IT systems used for recording of franchise revenue.

 

 

NOTE 16 - OTHER ASSETS AND LIABILITIES (Continued)

 

Other non-current assets

 

 

 

30 June 2020

31 December 2019

 

 

 

Long-term deposits for

 

 

  loan guarantees (*)

15,849

15,570

Prepaid marketing expenses 

9,096

8,232

Contract assets related to

 

 

  franchising contracts (**)

3,852

4,186

Deposits given

6,431

7,915

Other

43

-

 

 

 

Total

35,271

35,903

 

(*)  As of 30 June 2020, the loan carries a TRY 24,468 (RUB 262 million) cash deposit condition that was made as collateral by the Russian operating company. In July 2020, the Group repaid this loan in the amount of TRY 55,236 (RUB 578 million) as a result in the subsequent term the loan carries a TRY 22,360 (RUB 230 million) cash deposit collateral.

(**)  The Group incurs certain costs with DP International related to set up of each franchise contract and IT systems used for recording of franchise revenue.

 

Other current liabilities

 

 

 

30 June 2020

31 December 2019

 

 

 

Taxes and funds payable

18,029

13,351

Social security premiums payable

12,223

4,109

Unused vacation liabilities

7,785

7,523

Volume rebate advances

6,747

7,805

Advances received from franchisees

4,814

4,057

Payable to personnel

3,529

8,044

Contract liabilities from franchising contracts (*) 

2,722

2,908

Performance bonuses

-

4,961

Other expense accruals

4,897

11,254

 

 

 

Total

60,746

64,012

 

(*)  The Group incurs certain revenue with set up of each franchise contract and these franchise fee revenues are deferred over the period of the franchise agreement.

 

Other non-current liabilities

 

 

 

30 June 2020

31 December 2019

 

 

 

Contract liabilities from franchising contracts (*)

30,969

34,664

Long term provisions for

 

 

  employee benefits

2,563

2,051

Other

1,188

2,377

 

 

 

Total 

34,720

39,092

 

(*)  The Group incurs certain revenue with set up of each franchise contract and these franchise fee revenues are deferred over the period of the franchise agreement.
 

NOTE 17 - FINANCIAL LIABILITIES

 

30 June 2020

31 December 2019

 

 

 

Short term bank borrowings

171,381

164,800

 

 

 

Short-term financial liabilities

171,381

164,800

 

 

 

Short-term portions of long-term borrowings

1,704

54

Short-term portions of long-term leases

74,878

71,427

 

 

 

Current portion of long-term financial liabilities

76,582

71,481

 

 

 

Total short-term financial liabilities

247,963

236,281

 

 

 

Long-term bank borrowings

307,501

153,159

Long-term leases

146,048

184,708

 

 

 

Long-term financial liabilities

453,549

337,867

 

 

 

Total financial liabilities

701,512

574,148

 

The Group has TRY 82 million additional uncommitted credit line as of 30 June 2020.

 

30 June 2020

 

Currency

Maturity

Interest rate (%)

Short-term

Long-term

 

 

 

 

 

TRY borrowings

2023

10.88

171,381

155,037

RUB borrowings

2024

9.7

1,704

152,464

 

 

 

 

 

 

 

 

 

 

 

 

 

173,085

307,501

 

31 December 2019

 

Currency

Maturity

Interest rate (%)

Short-term

Long-term

 

 

 

 

 

TRY borrowings

Revolving

10.88

164,800

-

RUB borrowings

2024

9.7

54

153,159

 

 

 

 

 

 

 

 

 

 

 

 

 

164,854

153,159

 

The loan agreement between Sberbank Moscow and Domino's Russia is subject to covenant clauses whereby Group, Turkish and Russian Divisions are required to meet certain ratios. The Group was unable to meet the required ratios for the first two quarters of 2020 and has been provided with a waiver letter for the related periods by Sberbank.

 

 

NOTE 17 - FINANCIAL LIABILITIES (Continued)

 

The redemption schedule of the borrowings as of 30 June 2020 and 31 December 2019 is as follows:

 

 

30 June 2020

31 December 2019

 

 

 

To be paid in one year

173,085

164,854

To be paid between one to two years

87,393

4,627

To be paid between two to three years

114,237

44,522

To be paid between three years and more

105,871

104,010

 

 

 

 

480,586

318,013

 

The details of the finance lease liabilities as of 30 June 2020 and 31 December 2019 are as follows:

 

 

30 June 2020

31 December 2019

 

 

 

Leases to be paid in one year

74,878

71,427

Leases to be paid between one to two years

58,541

77,979

Leases to be paid between two to three years

33,327

86,849

Leases to be paid between three years and more

54,1180

19,880

 

 

 

 

220,926

256,135

 

The reconciliation of adjusted net debt as of 30 June 2020 and 31 December 2019 is as follows:

 

 

30 June 2020

31 December 2019

 

 

 

Short term bank borrowings

173,085

164,854

Short-term portions of

 

 

  long-term lease borrowings

74,878

71,427

Long-term bank borrowings

307,501

153,159

Long-term lease and borrowings

146,048

184,708

 

 

 

Total borrowings

701,512

574,148

 

 

 

Cash and cash equivalents (-)

(231,010)

(70,928)

 

 

 

Net debt

470,502

503,220

 

 

 

Non-recurring items

 

 

  per Group management

 

 

Long-term deposit for loan guarantee

(25,468)

(34,253)

 

 

 

Adjusted net debt (*)

445,034

468,967

 

(*)  Net debt, adjusted net debt and non-recurring and non-trade items are not defined by IFRS. Adjusted net debt includes cash deposits used as a loan guarantee and cash paid, but not collected, during the non-working day at the year end. Management uses these numbers to focus on net debt to take into account deposits not otherwise considered cash and cash equivalents under IFRS.
 

NOTE 18 - COMMITMENTS, CONTINGENT ASSETS AND LIABILITIES

 

a)   Guarantees given to third parties as of 30 June 2020 and December 2019 are as follows;

 

 

30 June 2020

31 December 2019

 

 

 

Guarantee letters given

5,306

5,190

 

 

 

 

5,306

5,190

 

b)  Guarantees received for trade receivables are as follows:

 

 

30 June 2020

31 December 2019

 

 

 

Guarantee notes received

41,869

39,064

Guarantee letters received

17,605

14,832

 

 

 

 

59,474

53,896

 

c)  Tax contingencies

 

Russian tax legislation which was enacted or substantively enacted at the end of the reporting period, is subject to varying interpretations when being applied to the transactions and activities of the Group. Consequently, tax positions taken by management and the formal documentation supporting the tax positions may be challenged by tax authorities. The Russian tax administration is gradually strengthening, including the fact that there is a higher risk of review of tax transactions without a clear business purpose or with tax incompliant counterparties.

 

The Russian transfer pricing legislation is generally aligned with the international transfer pricing principles developed by the Organisation for Economic Cooperation and Development (OECD) but has specific characteristics. This legislation provides the possibility for tax authorities to make transfer pricing adjustments and impose additional tax liabilities in respect of controlled transactions (transactions with related parties and some types of transactions with unrelated parties), provided that the transaction price is not arm's length.

 

Tax liabilities arising from transactions between companies within the Group are determined using actual transaction prices. It is possible, with the evolution of the interpretation of the transfer pricing rules, that such transfer prices could be challenged. The impact of any such challenge cannot be reliably estimated; however, it may be significant to the financial position and/or the overall operations of the Group.

 

The Group includes companies incorporated outside of Russia. The tax liabilities of the Group are determined on the assumption that these companies are not subject to Russian profits tax, because they do not have a permanent establishment in Russia. This interpretation of relevant legislation may be challenged but the impact of any such challenge cannot be reliably estimated currently; however, it may be significant to the financial position and/or the overall operations of the Group.

 

As Russian tax legislation does not provide definitive guidance in certain areas, the Group adopts, from time to time, interpretations of such uncertain areas that reduce the overall tax rate of the Group. While management currently estimates that the tax positions and interpretations that it has taken can probably be sustained, there is a possible risk that an outflow of resources will be required should such tax positions and interpretations be challenged by the tax authorities. The impact of any such challenge cannot be reliably estimated; however, it may be significant to the financial position and/or the overall operations of the Group.
 

NOTE 18 - COMMITMENTS, CONTINGENT ASSETS AND LIABILITIES (Continued)

 

Management will vigorously defend the Group's positions and interpretations that were applied in determining taxes recognised in these consolidated financial statements if these are challenged by the authorities.

 

d)  Legal cases

 

As of 30 June 2020, the Group had three ongoing legal cases, which were opened by three franchisees in Russia. The Group does not expect any material risk in these legal cases in accordance with the opinions of its legal advisors; therefore, it has not recognised any provision for these legal cases in the consolidated interim financial statements as of 30 June 2020.

 

 

NOTE 19 - EQUITY

 

The shareholders and the shareholding structure of the Group at 30 June 2019 and 31 December 2018 are as follows:

 

 

 

30 June 2020

 

31 December 2019

 

 

Share (%)

Amount

 

Share (%)

Amount

Fides Food Systems Coöperatief U.A.

 

32.8

11,928

 

32.8

11,928

Public shares

 

62.1

22,591

 

62.1

22,591

Vision Lovemark Coöperatief U.A.

 

4.9

1,777

 

4.9

1,777

Other

 

0.2

57

 

0.2

57

 

 

 

 

 

 

 

 

 

 

36,353

 

 

36,353

 

As of 30 June 2020, the Group's 145,372,414 shares are issued and fully paid for.

 

The nominal value of each share is EUR0.12 (2018: EUR0.12). There is no preference stock.

 

As of 30 June 2020, the Group's 145,372,414 (30 June 2019: 145,372,414) shares are issued and fully paid for.

 

On 3 July 2017, just prior to Admission, the Company issued (i) 13,046,726 ordinary shares, with a nominal value of EUR 0.12 each, in the capital of the Company to Vision Lovemark Coöperatief U.A. and (ii) 138,037,219 ordinary shares, with a nominal value of EUR 0.12 each, in the capital of the Company to Fides Food Systems Coöperatief U.A., which was paid up by debiting the Company's share premium reserve by TRY 31,239. Also, on 3 July 2017, as part of its initial public offering ("IPO"), the Company issued 10,372,414 new ordinary shares with a nominal value of EUR 0.12 each. As a result, the Company's issued and outstanding share capital, increased to TRY 36,353 (divided into 145,372,414 ordinary shares). After IPO, 52,1% of the shares become public. The net proceeds received by the Company from the IPO is TRY 94,132  (TRY 9,075 per share). DP Eurasia's authorized share capital is EUR 60,000,000.

 

 

 

NOTE 19 - EQUITY (Continued)

 

Share premium

 

Share premium represents differences resulting from the incorporation of Fides Food by Fides Food Systems Coöperatief U.A. at a price exceeding the face value of those shares and differences between the face value and the fair value of shares issued at the IPO.

 

Ultimate controlling party

 

The ultimate controlling party of the Company is Turkish Private Equity Fund II L.P. There is no individual ultimately controlling the Group.

 

 

NOTE 20 - INCOME TAX

 

The Group is subject to taxation in accordance with the tax regulations and the legislation effective in the countries in which the Group companies operate. Therefore, provision for taxes, as reflected in the condensed consolidated financial information, has been calculated on a separate-entity basis. The tax rate used for the period to 30 June 2020 is 25% (31 December 2019: 25%).

 

The breakdown of cumulative temporary differences and the resulting deferred income tax assets/liabilities at 30 June 2020 and 31 December 2019 using statutory tax rates are as follows:

 

 

30 June 2020

31 December 2019

 

 

Deferred tax

 

Deferred tax

 

Temporary

assets/

Temporary

assets/

 

differences

(liabilities)

differences

(liabilities)

 

 

 

 

 

Carry forward tax losses (*)

51,817

10,363

44,926

8,985

Contract liabilities from franchising contracts

31,461

6,755

34,826

7,486

Expense accruals

25,332

5,055

18,529

3,708

Unused vacation liabilities

3,445

758

3,368

741

Legal provisions

3,606

793

3,606

793

Provision for employee termination benefit

2,563

564

2,051

451

Right of use assets and lease liability

22,405

4,686

13,625

2,845

Other

1,425

229

5,868

1,222

 

142,054

29,203

126,799

26,231

 

 

 

 

 

Property, equipment and intangible assets

(25,613)

(5,828)

(36,642)

(8,171)

 

(25,613)

(5,828)

(36,642)

(8,171)

 

 

 

 

 

Deferred income tax assets, net

 

23,375

 

18,060

 

(*)  Consists of carry forward losses of Domino's Russia. Domino's Russia has not recognised any additional tax assets on carry forward losses in 2020, the change is the result of the currency translation differences between Russian Roubles and Turkish Lira.
 

NOTE 21 - SHARE BASED PAYMENTS

 

The Phantom Option Scheme

 

The Phantom Option Scheme was put in place during the initial public offering in 2017 to incentivise senior members of management. The incentive plan entitles the employees to a cash payment at the date of an exit by shareholders. The amount payable will be determined based on the difference between the equity value of the entities at the time of exit and their grant dates. Granted options will only vest if certain conditions are met, including continued employment with the Group, and if there is an event of 100% exit by Fides Food Systems Coöperatief UA. and Vision Lovemark Coöperatief UA. However, shareholders have the right to exercise these plans even if they do not exit 100% of their stake and may determine the amount payable to employee's pro rata their exited shareholding.

 

In relation with the IPO, the shareholders used their right to partly settle the options outstanding under these plans, and 48.6% of the outstanding phantom options were settled in August 2017. As a result, this portion of the outstanding share-based incentives is fully expensed as at 31 December 2017. Subsequently, in relation with the stake sale by Fides Food Systems Coöperatief UA in February 2019, Fides Food Systems Coöperatief UA. used its right to partly settle the options outstanding pro-rata their stake sold an additional 10.8% of the outstanding phantom options were settled in the first half of 2019. The unrecognised portion of the total grant date fair value for the remaining 40.6% of the options amounts to TRY 114 and will be expensed over the remainder of the estimated vesting period.

 

Senior management long term incentive plan

 

New share incentive scheme was put in place on 7 May 2018. According to the incentive scheme employees was granted an option to acquire shares, based on performance targets of the Group for the upcoming three years, and continuing employment till the vesting time. The shares under the option will vest at the end of scheme period.

 

On 8 May 2018, Aslan Saranga was granted an LTIP award amounting to 279,322 shares, which will vest in May 2021 subject to achievement of an EBITDA growth target. On 3 May 2019, Aslan Saranga was granted an LTIP award amounting to 332,706 shares which will vest in May 2022 subject to achievement of an EBITDA growth target. The fair value of the LTIP awards granted in 2019 is equal to the share price on the grant date of GBP 0.88 (2018: GBP 1.878).

 

Under these two existing plans, amounting to TRY 726 has been charged for 30 June 2020, whereas TRY 841 has been charged for 2019 and the cumulative charge is TRY 20,696 as at 30 June 2020 (31 December 2019: TRY 19,970).

 

NOTE 22 - SUBSEQUENT EVENT

 

In July 2020, the Group repaid its Russian bank loan in the amount of TRY 55,236 (RUB 578 million) as a result in the subsequent term the loan carries a TRY 22,360 (RUB 230 million) cash deposit condition that was made as collateral by the Russian operating company.

 

As of 31 August 2020, the Group has obtained a new waiver letter from Sberbank which covers the quarters ending 30 September 2020 and 31 December 2020. The bank confirmed not to penalize the Group for violation of covenants for these periods following our agreement to reset the covenants based on a mutually agreed upon business plan by 1 October 2020.

 

On 7 September 2020, Andrew Rennie, Domino's Pizza Enterprises Limited's ex-CEO of European Operations, agreed to join the Group as Board Advisor. He obtained a call option from the major shareholder Fides Coop for 4 million DPEU shares at a strike price of 1.05p with an expiry date of 30 September 2022.  The impact of this call option will be assessed at the end of 2020 and will be recognized in the 2020 full year financial statements.

 

 

Review report

To: the board of directors of DP Eurasia N.V.

 

Introduction

We have reviewed the accompanying condensed consolidated interim financial information for the six-month period ended 30 June 2020 of DP Eurasia N.V., Amsterdam, which comprises the condensed consolidated statement of financial position as at 30 June 2020, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows for the period then ended and the selected explanatory notes. The board of directors is responsible for the preparation and presentation of this (condensed) interim financial information in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union. Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope

We conducted our review in accordance with Dutch law including standard 2410, Review of Interim Financial Information Performed by the Independent Auditor of the entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information for the six-month period ended 30 June 2020 is not prepared, in all material respects, in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union.

Amsterdam, 7 September 2020

PricewaterhouseCoopers Accountants N.V.

 

Original has been signed by drs. R.P.R. Jagbandhan RA

 

 

 

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