Picture of DP Eurasia NV logo

DPEU DP Eurasia NV News Story

0.000.00%
gb flag iconLast trade - 00:00
Consumer CyclicalsHighly SpeculativeSmall CapHigh Flyer

REG - DP Eurasia N.V - Interim Results

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220930:nRSd2565Ba&default-theme=true

RNS Number : 2565B  DP Eurasia N.V  30 September 2022

 

 

 

   30 September 2022

 

DP Eurasia N.V.

("DP Eurasia" or the "Company", and together with its subsidiaries, the
"Group")

Interim Results for the Period Ended 30 June 2022 ((1))

Highlights ((2))

                           For the period ended

                           30 June

                           (pre - IAS 29)
                           2022                       2021                       Change
                           (in millions of TRY, unless otherwise indicated)

 Number of stores          842                        792                        50

 Group system sales ((3))
 Turkey                    1,201                       756                       58.9%
 Russia                    493                        279                        76.8%
 Azerbaijan & Georgia      43                          19                        122%
 COFFY                     14                         1.4                        952%
 Total                      1,751                      1,055                     66%

                           For the period ended

                           30 June

                           (after IAS 29)
                           2022                       2021                       Change
                           (in millions of TRY, unless otherwise indicated)

 Number of stores          842                        792                        50

 Group system sales ((3))
 Turkey                    1,349                      1,396                      -3.4%
 Russia                    493                        279                        76.8%
 Azerbaijan & Georgia      49                         36                         35.2%
 COFFY                     16                         2.5                        521%
 Total                     1,906                      1,713                      11.2%

 

                              For the period ended

                              30 June

                              (pre - IAS 29)
                              2022                       2021                       Change
                              (in millions of TRY, unless otherwise indicated)
 System sales like-for-like growth
 Group((10))                  38.0%                      52.4%
 Turkey                       51.0%                      64.9%
 Russia (based on RUB)        -2.6%                      18.2%
 Azerbaijan                   -0.6%                      9.5%
 Georgia                      33.1%                      59.2%

 Revenue                      1,137                      658                        72.8%
 Turkey adjusted EBITDA((5))  155                        92                         68.1%
 Russia adjusted EBITDA((5))  14                         13                         8.2%
 Adjusted EBITDA((5))         155                        98                         58.1%
 Adjusted net income((6))     73                         35                         109%
 Adjusted net debt((7))       1,085                      762                        42.4%

 

                                   For the period ended

                                   30 June

                                   (after IAS 29)
                                   2022                       2021                       Change
                                   (in millions of TRY, unless otherwise indicated)

 System sales like-for-like growth
 Group((10))                       -6.8%                      35.4%
 Turkey                            -8.4%                      41.6%
 Russia (based on RUB)             -2.6%                      18.2%
 Azerbaijan                        -0.6%                      9.5%
 Georgia                           33.1%                      59.2%

 (after IAS 29, reviewed)
 Revenue ((1))                     1,259                      1,045                      20.5%
 Turkey adjusted EBITDA((1), (5))  152                        139                        9.9%
 Russia adjusted EBITDA((1), (5))  14                         13                         8.2%
 Adjusted EBITDA((1), (5))         153                        145                        5.6%
 Adjusted net income((1), (6))     95                         58                         63.4%
 Adjusted net debt((1), (7))       1,085                      762                        42.4%

 

 

 

Financial Highlights

·     Adjusted for the hyperinflation in Turkey (in accordance with the
IAS 29 "Financial Reporting in Hyperinflationary Economies" standard), Group
revenue was up 20.5% and system sales were up 11.2%, reflecting healthy growth
at the Group level while set against very strong comparatives.

·     The Group's LfL performance was -6.8%, but this includes the
positive impact of last year's VAT reduction of 7pp to 1% (which lasted until
the end of September 2021). Adjusting to exclude this would show a flat LfL
performance on 1H 2022 with low single digit growth in volumes.

·     Adjusted EBITDA of TRY 153 million corresponds to 5.6% growth and
was achieved in a difficult cost environment as Turkish operations faced an
average 64% headline inflation compared to H1 2021.

·     Adjusted net income was TRY 95 million (1H21: TRY 58 million),
corresponding to a 63.4% increase

·     Liquidity position at Period-end: TRY 268 million cash and an
undrawn bank facility of TRY 157 million.

·     Adjusted net debt was TRY 1,085 million as of 30 June 2022 (H1
2021: TRY 762 million)

Operational Highlights

·     Online delivery system sales further increased to 82.9% (June 2021:
75.5%) as a share of delivery system sales ((7)), reflecting DP Eurasia's
robust positioning for the online ordering channel.

·     Group online system sales ((8)) growth of 15.5%

o  Turkish online system sales growth of 1%

o  Russian online system sales growth of 77.5% (-6.8% based on RUB)

·     29 net store openings in Turkey, including COFFY and Azerbaijan
& Georgia, during the first half of the year

·     21 net Domino's Pizza store openings in Turkey maintains our
momentum and is on top of record level of openings in 2021.

·     Having opened seven new stores in the first half of the year, COFFY
traded from 15 stores at period-end, 10 of which are franchised.

2022 Outlook

·     The Group continues to trade in line with its formal guidance (as
set out below) for FY2022, which was reinstated by management in the trading
update of 21 July.

·     Management anticipates that in this inflationary environment,
FY2022 adjusted EBITDA is likely to be above current market expectations but
remains mindful of operating in a volatile environment with the potential for
further macro-economic and geopolitical challenges.

·     The strong store opening momentum in Turkey is anticipated to
continue in the second half, driven by robust franchisee demand.

·     As previously announced, investment into the Group's Russian
operations remains limited with attention focused on optimising the existing
store network. Management continues to actively monitor the situation in the
region closely.

·     COFFY represents an outstanding growth opportunity for the Group.
Thanks to the strong franchisee demand, store openings are anticipated to
continue at pace in the second half. The COFFY network has reached 20 stores
as of today's date.

·     Guidance for store openings, LfL growth and capital expenditure for
FY 2022 is as follows:

                                      Turkey                                  Russia
 LfL growth rate                      55 - 65%*                                0% (based on RUB)
 Domino's Pizza net store openings    30 - 40                                 0
 COFFY net store openings             20 - 30                                 -
 Capital expenditure                             TRY 90 million*                           RUB 190 million

 

                  * excluding impact of IAS 29 accounting

 

Commenting on the results, Chief Executive Officer, Aslan Saranga said:

 

"On behalf of the Board, I am pleased to report solid earnings growth for the
first half of 2022 as we worked hard to combat the high levels of financial
volatility in the regions we operate. This performance was enabled by our
capabilities, experienced team, and culture. We have an innovative and
customer-centric mindset, helping us to grow in a healthy manner as we pursue
long term and sustainable profit. Before going into details, I would like to
note that our Turkish business performance is adjusted with hyper-inflation in
Turkey according to IAS 29 standards.

 

"Our like-for-like performance caught up with the rapid pace of inflation,
when adjusted for last year's VAT advantage, thanks to our strategic pricing
actions, sustained volume performance and everyday efficiency. Despite
unprecedented cost pressures, we increased adjusted EBITDA by 5.6% and
adjusted net income by 63.4% compared to the same period a year ago.

 

"We have effectively mitigated the inflation challenge with clear and targeted
action in three areas - strategic pricing and product innovation; continued
digital innovation; and operational efficiencies to enhance profitability. Our
product portfolio and innovation continue, and we recently introduced
Pizzetta, a new personal pizza that is offered at a very competitive price of
TRY19.99 (c. USD 1). We are also introducing  'snacks from the oven'
take-away range that will complete our suite value options. These new products
present a great choice for customers who are seeking affordable value amid an
inflationary environment.

"We remain committed to providing the best value for money proposition on the
market and to ensuring our franchisees remain profitable. As a result,
franchisee demand remained strong. We opened 29 net stores in Turkey during
the first half of the year, including COFFY and Azerbaijan & Georgia.
Domino's Pizza store count grew by 21 stores in Turkey year to date. Given our
strong pipeline, we remain confident that 2022 will be another solid year for
store growth.

"Our own brand, COFFY, has been performing extremely well. It is positioned to
provide Turkish consumers with a simple, value for money and convenient coffee
brand and, as a result, achieved robust volume and sales growth. Having
installed new store concepts to fit in with local circumstances, our COFFY
network reached 15 stores. Franchisee demand stands very strong, which is
likely to carry the total COFFY store count above 30 by the end of the year.
Hence, I personally believe that our growth potential at COFFY is very
promising.

"In Russia, we faced into a strong comparable period while operating in a
difficult geo-political and economic environment. As a result, we had a
negative 2.6% LfL by the end of first half. As previously announced, the Group
continues to limit investment into the territory and is focused on optimising
the store coverage in Russia. Please note that number of stores in Russia
stood at 171 as of September compared to 184 stores by the end of first half.
We continue to monitor the situation in the region closely while the safety
and welfare of all the Group's employees and customers remains our primary
priority.

"While, The Board is conscious of the ongoing uncertainty while current trends
suggest that our adjusted EBITDA((4)) for 2022 is likely to be above the
current market expectations."

Enquiries

 DP Eurasia N.V.
 İlknur Kocaer, CFA - Investor Relations Director   +90 212 280 9636

 Buchanan (Financial Communications)
 Richard Oldworth / Toto Berger / Verity Parker     +44 20 7466 5000

                                                    dp@buchanan.uk.com (mailto:dp@buchanan.uk.com)

 

 

 A conference call will be held at 9.30am today for analysts and investors via
 the following dial-in details:

Conference call:  UK Toll: +44 3333 000 804

          UK Toll Free: 0800 358 9473

          Participant PIN code: 89109082#

          URL for international dial in numbers:

          https://events-ftp.arkadin.com/ev/docs/NE_W2_TF_Events_International_Access_List.pdf
          (https://events-ftp.arkadin.com/ev/docs/NE_W2_TF_Events_International_Access_List.pdf)

DP Eurasia N.V.'s 2022 interim results presentation are available at
www.dpeurasia.com (http://www.dpeurasia.com) .  A conference call replay will
be available on the website in due course.

Notes

((1)) Financial statements as at 30 June 2022 are subjected to limited review
and non-IFRS measures are not audited.

((2)) COFFY numbers are included in all Turkey and Group figures, unless
presented separately. Like-for-like figures exclude COFFY

((3)) System sales are sales generated by the Group's corporate and franchised
stores to external customers and do not represent revenue of the Group. These
numbers are not audited.

( (4)) Like-for-like growth is a comparison of sales between two periods that
compares system sales of existing system stores. The Group's system stores
that are included in like-for-like system sales comparisons are those that
have operated for at least 52 weeks preceding the beginning of the first month
of the period used in the like-for-like comparisons for a certain reporting
period, assuming the relevant system store has not subsequently closed or been
"split" (which involves the Group opening an additional store within the same
map of an existing store or in an overlapping area). This is a non-IFRS
measure and non-IFRS measures are not audited.

((5)) EBITDA, adjusted EBITDA and non-recurring and non-trade income/expenses
are not defined by IFRS and non-IFRS measures are not audited. These items are
determined by the principles defined by the Group management and comprise
income/expenses which are assumed by the 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 the Group management separately for a
better understanding and measurement of the sustainable performance of the
Group.  Please refer to Note 3 in the Consolidated Financial statements for a
reconciliation of these items with IFRS.

((6)) Adjusted net income is not defined by IFRS and non-IFRS measures are not
audited.  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.
Please refer to Note 3 in the Consolidated Financial statements for a
reconciliation of this item with IFRS.

((7)) Net debt and adjusted net debt are not defined by IFRS and non-IFRS
measures are not audited. 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 including
deposits not otherwise considered cash and cash equivalents under IFRS.

((8)) Delivery system sales are system sales of the Group generated through
the Group's delivery distribution channel.

((9)) Online system sales are system sales of the Group generated through its
online ordering channel.

((10)) Group like-for-like growth is a weighted average of the country
like-for-like growths based on store numbers as described in Note (2). This is
a non-IFRS measure and non-IFRS measures are not audited.

 

Notes to Editors

 

DP Eurasia N.V. is the exclusive master franchisee of the Domino's Pizza brand
in Turkey, Russia, Azerbaijan and Georgia. The Company was admitted to the
premium listing segment of the Official List of the Financial Conduct
Authority and to trading on the main market for listed securities of the
London Stock Exchange plc on 3 July 2017. The Company (together with its
subsidiaries, the "Group") is the largest pizza delivery company in Turkey and
the third largest in Russia. The Group offers pizza delivery and takeaway/
eat-in facilities at its 827 stores (628 in Turkey, 184 in Russia, 10 in
Azerbaijan and 5 in Georgia as of 30 June 2022) and operates through its owned
corporate stores (22%) and franchised stores (78%). In addition to its pizza
delivery business, the Group also has its own coffee brand, COFFY, which
trades from 15 stores at period-end, 10 of which are franchised. The Group
maintains a strategic balance between corporate and franchised stores,
establishing networks of corporate stores in its most densely populated areas
to provide a development platform upon which to promote best practice and
maximise profitability. The Group has adapted the Domino's Pizza globally
proven business model to its local markets.

 

Performance Review

 Store count        As at 30 June
                    2022                              2021
                    Corporate  Franchised  Total      Corporate  Franchised  Total
 Turkey (Domino's)  94         534         628        103        481         584
 Russia             92         92          184        116        76          192
 Azerbaijan         -          10          10         -          9           9
 Georgia            -          5           5          -          4           4
 COFFY              5          10          15         2          1           3
 Total              191        651         842        220        572         792

 

DP Eurasia's store count grew by 50 stores year-on-year and by 25 since the
end of 2021.  The Group increased its system sales by inflation-adjusted
11.2% year-on-year.

The Turkish operations' system sales, representing 71% of Group system sales,
contracted by 3.4% on inflation adjusted basis. Nonetheless, adjusted for last
year's VAT reduction of 7pp to 1% (which lasted until end of July), system
sales growth would be around 4%. On similar basis, like-for-like growth in
Turkey would be flattish in 1H2022. The Group experienced robust franchisee
interest in Turkey resulting in a strong store pipeline, laying solid
foundations for future growth. Domino's Pizza store count in Turkey increased
by 44 over the last twelve months and 21 since the end of 2021.

COFFY has demonstrated very strong sales performance and now represents an
outstanding growth opportunity for the Group. Having opened seven new stores
in the first half of the year (and 12 stores year-on-year), COFFY traded from
15 stores at period-end, 10 of which are franchised. Thanks to the strong
franchisee demand, store openings continue at full speed.

 

The Russian operations' system sales, representing 26% of Group system sales,
increased by 76.8% (-7% based on RUB).  The Group reported -2.6%
like-for-like growth in Russia during the period.  In Russia, we faced into a
strong comparable period while operating in a difficult geo-political and
economic environment. As previously announced, the Group continues to limit
investment into the territory and is focused on optimising the existing store
coverage in Russia. Number of stores stood at 171 by the end of September
compared to 184 stores by the end of first half of the year.

 

Delivery Channel Mix and Online like-for-like growth

The following table shows the Group's delivery system sales, analysed by
ordering channel and by the Group's two largest countries in which it
operates, as a percentage of delivery system sales:

                                       For the period ended 30 June
                                       2022                   2021
                                       Turkey  Russia  Total  Turkey  Russia  Total
 Store                                 18.3%   6.5%    16.8%  25.6%   7.7%    24.2%
 Online       Group's online platform  25.1%   72.2%   37.1%  25.9%   69.5%   32.2%
              Aggregator               56.1%   21.3%   45.8%  48.1%   22.9%   43.3%
              Total online             81.2%   93.5%   82.9%  74.0%   92.3%   75.5%
 Call centre                           0.5%    -       0.4%   0.4%    -       0.3%
 Total                                 100%    100%    100%   100%    100%    100%

 

The following table shows the Group's online like-for-like growth((10)),
analysed by the Group's two largest countries in which it operates:

                        For the period ended

                        30 June
                        2022         2021
 Online system sales like-for-like growth((9))
 Group((10))            -3.0%        56.9%
 Turkey                 -3.2%        70.1%
 Russia (based on RUB)  -2.5%        19.2%

 

Online delivery system sales as a share of delivery system sales reached 82.9%
for the period, which represents a 7.3 percentage point increase on a
year-on-year basis. The share of online sales in the Turkish delivery system
reached 81.2%. This corresponded to more than seven percentage point increase
over the last twelve months. This performance was aided also by an increase in
volumes through the aggregators. The online system sales share in Russia
increased to 93.5% delivering around one and a half percentage points of
increase.

 

Financial Review

                                  For the period ended

                                  30 June
                                  2022         2021         Change
                                  (in millions of TRY)

 Revenue                          1,259        1045         20.5%
 Cost of sales                    (869)        (682)        27.4%
 Gross Profit                     390          363          7.5%
 General administrative expenses  (190)        (135)        40.3%
 Marketing and selling expenses   (191)        (178)        7.5%
 Other operating expenses, net    18           (7)          n.m.
 Operating profit                 28           43           -34.9%
 Foreign exchange gains/(losses)  124          52           138.2%
 Financial income                 20           25           -19.0%
 Financial expense                (107)        (65)         63.9%
 Monetary profit / (loss)         74           24           215.1%
 Profit/(Loss) before income tax  140          79           77%
 Tax expense                      (52)         (37)         42.9%

 Profit/(Loss) after tax          88           42           107.5%

 Turkey adjusted EBITDA((4))      152          139          9.9%
 Russia adjusted EBITDA((4))      14           13           8.2%
 Adjusted EBITDA((4))             153          145          5.6%
 Adjusted net income((5))         95           58           63.4%
 Adjusted net debt((6))           1,085        762          42.4%

 

Revenue

Group revenue grew by 20.5% to TRY 1,259 million on inflation adjusted
basis.  Turkey segment revenue grew by 9.0% to TRY 917 million, while Russia
segment revenue grew by 67.7% to reach TRY 342 million.

Adjusted EBITDA

The Group's adjusted EBITDA grew by 5.6% to TRY 153 million.  Adjusted EBITDA
for the Turkish segment, which includes the Azerbaijani and Georgian
businesses along with COFFY, was TRY 152 million, a year-on-year increase of
9.9%, and adjusted EBITDA for the Russian segment was TRY 14 million.

For the period ended 30 June 2022, the Group's adjusted EBITDA margin as a
percentage of revenues was 12.1% compared to 13.9% over the same period in
2021.  Unprecedented increases in food costs across the board and higher
personnel expenses were the main drivers for the decrease. The Russian segment
margin declined to 4.1% from 6.3% due to relatively weak operating leverage.

Adjusted EBITDA margin as a percentage of revenues for the Turkish segment
(including Azerbaijan, Georgia and COFFY business) recorded a small increase
to 16.6% from 16.5% mainly due to the strong sales performance creating
operating leverage through the system despite the above-mentioned cost
pressure. The Group took the advantage of its robust purchasing power and also
built-up additional inventory during the period to combat with elevated food
costs. The latter action was also the main reason behind the higher net debt
position.

Adjusted Net Income

For the period ended 30 June 2022, adjusted net income was TRY 95 million.
The growth in revenue and adjusted EBITDA as well as the foreign exchange
gains due to the devaluation of the TRY against the RUB were the main reasons
for the return to profitability. Following the hyper-inflation accounting, the
Group also posted higher monetary gain compared to last year's adjustment.
While the Group's bank facilities are TRY and RUB denominated, the Group
recorded a foreign exchange gain of TRY 124 million primarily due to the
devaluation of the TRY against the RUB versus a gain of TRY 52 million in the
same period of the last year.

Capital expenditure and Cash conversion

The Group incurred TRY 57 million of capital expenditure in the period ended
30 June 2022.  The Turkish segment capital expenditure was TRY 38 million and
the Russian segment capital expenditures amounted to TRY 19 million (c. RUB 95
million).

Cash conversion, defined as (adjusted EBITDA [excluding IFRS 16 impact] -
capital expenditure) / (adjusted EBITDA [excluding IFRS 16 impact]) for the
period stayed the same 43% (H1 2021: 43%) for the Group.  On the other hand,
the Turkish segment improved its cash conversion to 71% (H1 2021: 55%) because
of its improved adjusted EBITDA and prudent capital expenditure management.
The Russian segment had negative cash conversion during the period.

Adjusted net debt and leverage

The Group's adjusted net debt as of 30 June 2022 was TRY 1,085 million,
representing an increase of 42.4% from 30 June 2021.  The Group's bank
borrowings continue to be denominated in its operational currencies of TRY and
RUB.  As of 30 June 2022, 64% of the Group's bank borrowings were denominated
in TRY, while 36% is denominated in RUB. This was aligned with the revenue
composition as 73% of Group revenues were denominated in TRY and rest in RUB.

The Group's leverage ratio (defined as adjusted net debt/adjusted EBITDA for
the last 12 months) increased to 3.8x as of 30 June 2022 (after IAS 29) vs.
3.0x at the end of 2021 (pre-IAS 29) due to the devaluation of the TRY against
the RUB. FX-neutral leverage ratio stands at 2.3x as of 30 June 2022 (after
IAS 29).

In an increasing rate environment, 89% of Group's bank borrowings had fixed
rate whereas average maturity stood at 2.6 years.

The Group had TRY 268 million of cash and access to an additional banking
facility of TRY 157 million.

The Group's sufficient liquidity position enables it to pre-pay its bank
borrowings in Russia, despite the recent devaluation of TRY, if required. The
Group obtained a waiver (related with net debt/EBITDA ratio) from Sberbank
with respect to its covenants for all four quarters of 2022 and is in
negotiations to reset the covenants or repay the remaining loan. The principal
outstanding amount under the Sberbank loan currently amounts to RUB 0.7
billion, of which RUB 0.02 billion is supported by a cash collateral deposit.

 

Board compliance statement

The Board of DP Eurasia N.V. declares that, to the best of their knowledge,
the attached condensed combined and consolidated financial statements give a
true and fair view of the assets, liabilities, financial position and the
result of DP Eurasia N.V. and its subsidiaries included in the attached
condensed combined and consolidated financial statements and the interim
report includes a fair review of the information required pursuant to section
5:25d, subsections 8 and 9 of the Dutch Financial Markets Supervision Act (Wet
op het financieel toezicht).

 

 

Amsterdam, 28 September 2022

 

 

 

The Directors of DP Eurasia N.V. as at the date of this announcement are as
set out below:

 

Peter Williams*

Aslan Saranga, Chief Executive Officer

Frederieke Slot, Company Secretary

Shyam S. Bhartia*

Hari S. Bhartia*

David Adams*

Burak Ertas*

Ahmet Ashaboglu*

 

* Non-Executive Directors

Auditor's Involvement

This Interim Report for the six months ended 30 June 2022, and the attached
condensed consolidated financial statements included herein have been reviewed
but not audited by an external auditor.

Forward looking statements

This press release includes forward-looking statements which involve known and
unknown risks and uncertainties, many of which are beyond the Group's control
and all of which are based on the Directors' current beliefs and expectations
about future events. They appear in a number of places throughout this press
release and include all matters that are not historical facts and include
predictions, statements regarding the intentions, beliefs or current
expectations of the Directors or the Group concerning, among other things, the
results of operations, financial condition, prospects, growth and strategies
of the Group and the industry in which it operates.

No assurance can be given that such future results will be achieved; actual
events or results may differ materially as a result of risks and uncertainties
facing the Group. Such risks and uncertainties could cause actual results to
vary materially from the future results indicated, expressed, or implied in
such forward-looking statements.

Forward-looking statements contained in this press release speak only as of
the date of this press release. The Company and the Directors expressly
disclaim any obligation or undertaking to update these forward-looking
statements contained in this press release to reflect any change in their
expectations or any change in events, conditions, or circumstances on which
such statements are based.

 

Appendices

 

Exchange Rates

           For the period ended 30 June
           2022                                2021
 Currency  Period End  Period Average          Period End  Period Average
 EUR/TRY   17.522      16.196                  10.365      9.485
 RUB/TRY   0.321       0.200                   0.119       0.105
 EUR/RUB   53.858      83.520                  86.203      89.547

 

 

 

Delivery - Take away / Eat in mix

                     For the period ended 30 June

                     (unaudited)
                     2022                   2021
                     Turkey  Russia  Total  Turkey  Russia  Total
 Delivery            75.7%   75.9%   75.4%  83.2%   77.2%   82.0%
 Take away / Eat in  24.3%   24.1%   24.6%  16.8%   22.8%   18.0%
 Total((2))          100%    100%    100%   100%    100%    100%

 

 

 

 

DP EURASIA N.V.

 

(UNAUDITED) CONDENSED CONSOLIDATED

INTERIM FINANCIAL STATEMENTS

AS AT 30 JUNE 2022

 

 

Unaudited

 

DP EURASIA N.V.

 

(UNAUDITED) CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE
PERIOD ENDED 30 JUNE 2022

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

                                       Notes  (unaudited)    (unaudited)

                                              30 June 2022   30 June 2021
 INCOME OR LOSS

 Revenue                               4      1,259,480      1,045,326
 Cost of sales                         4      (868,944)      (682,092)

 GROSS PROFIT                                 390,536        363,234

 General administrative expenses              (189,992)      (135,451)
 Marketing and selling expenses               (190,818)      (177,547)
 Other operating income, net                  18,452         (6,923)

 OPERATING PROFIT                             28,178         43,313

 Foreign exchange gains                6      123,944        52,035
 Financial income                      6      20,288         25,061
 Financial expense                     6      (106,779)      (65,166)

 Monetary Gain                                74,292         23,579

 PROFIT BEFORE INCOME TAX                     139,923        78,822

 Tax expense                                  (52,321)       (36,603)
 Income tax expense                     20    (33,739)       (26,660)
 Deferred tax expense                   20    (18,582)       (9,943)

 PROFIT FOR THE PERIOD                        87,602         42,219

 OTHER COMPREHENSIVE EXPENSE                  (182,936)      (35,356)
 Items that will not be reclassified
 to profit or loss
 - Remeasurements of post-employment          638            165
    benefit obligations, net of tax           (147)          (41)

 Items that may be reclassified
 to profit or loss
 - Currency translation differences           (183,427)      (35,480)

 TOTAL COMPREHENSIVE (LOSS)/GAIN              (95,334)       6,863

 Profit per share                       7     0.60           0.29

 

 

The accompanying notes on pages 6 till 32 form an integral part of these
condensed consolidated interim financial statements.

DP EURASIA N.V.

 

(UNAUDITED) CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE
2022

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

 ASSETS                     Notes        (unaudited)    (unaudited)

                                         30 June 2022   31 December 2021

 Trade receivables          13           12,633         18,630
 Lease receivables               10      84,119         95,773
 Right-of-use assets        10           315,266        195,556
 Property and equipment     8            218,270        193,895
 Intangible assets          9            152,655        107,171
 Goodwill                        11      234,108        219,912
 Deferred tax assets             20      46,182         27,529
 Other non-current assets   16           79,480         63,691

 Non-current assets                      1,142,713      922,157

 Cash and cash equivalents  12           268,576        223,912
 Trade receivables          13           253,164        220,037
 Lease receivables               10      29,566         28,787
 Inventories                15           326,928        196,880
 Other current assets       16           210,162        152,569

 Current assets                          1,088,396      822,185

 TOTAL ASSETS                            2,231,109      1,744,342

 

 

 

The accompanying notes form on pages 6 till 32 an integral part of these
condensed consolidated interim financial statements.

DP EURASIA N.V.

 

(UNAUDITED) CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE
2022

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

 LIABILITIES                                    Notes  (unaudited)    (unaudited)

                                                       30 June 2022   31 December 2021

 EQUITY

 Paid in share capital                          19     36,353         36,353
 Share premium                                         390,457        390,457
 Contribution from shareholders                        63,882         62,221
 Other comprehensive income/expense
    not to be reclassified to profit or loss
    - Remeasurements of post-employment
       benefit obligations                             (4,023)        (4,514)
 Other comprehensive income/expense
    to be reclassified to profit or loss
    - Currency translation differences                 (603,909)      (420,482)
 Retained earnings                                     89,590         1,988

 Total equity                                          (27,650)       66,023

 Financial liabilities                          17     273,078        221,372
 Lease liabilities                              10     345,714        257,663
 Long term provisions for
 employee benefits                              16     6,733          5,965
 Deferred tax liability                         20     22,656         7,246
 Other non-current liabilities                  16     74,038         105,485

 Non - current liabilities                             722,219        597,731

 LIABILITIES

 Financial liabilities                          17     625,863        458,544
 Lease liabilities                              10     114,814        83,944
 Trade payables                                 13     565,393        362,009
 Current income tax liabilities                        21,335         18,203
 Provisions                                            4,220          7,716
 Other current liabilities                      16     204,915        150,172

 Current liabilities                                   1,536,540      1,080,588

 TOTAL LIABILITIES                                     2,258,759      1,678,319

 TOTAL LIABILITIES & EQUITY                            2,231,109      1,744,342

 

 

 

 

 

The accompanying notes form on pages 6 till 32 an integral part of these
condensed consolidated interim financial statements.

DP EURASIA N.V.

 

(UNAUDITED) CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE
PERIOD ENDED

30 JUNE 2022

                                                             Share capital  Share premium  Contribution from shareholders  Remeasurement of post-employment benefit obligations  Currency translation differences  Retained earnings  Total Equity

 Balances at 1 January 2021(unaudited)                       36,353         390,457        57,665                          (6,991)                                               (288,959)                         66,691             255,216

 Remeasurements of post-employment benefit obligations, net  -              -              -                               124                                                   -                                 -                  124
 Currency translation adjustments                            -              -              -                               -                                                     (35,480)                          -                  (35,480)
 Total profit for the period                                 -              -              -                               -                                                     -                                 42,219             42,219
 Total comprehensive loss                                    -              -              -                               124                                                   (35,480)                          42,219             6,863
 Share-based incentive plans                                 -              -              2,482                           -                                                     -                                 -                  2,482

 Balances at 30 June 2021 (unaudited)                        36,353         390,457        60,147                          (6,867)                                               (324,439)                         108,910            264,561

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

 Balances at 1 January 2022 (unaudited)                      36,353  390,457  62,221  (4,514)  (420,482)  1,988   66,023

 Remeasurements of post-employment benefit obligations, net  -       -        -       491      -          -       491
 Currency translation adjustments                            -       -        -       -        (183,427)  -       (183,427)
 Total profit for the period                                 -       -        -       -        -          87,602  87,602
 Total comprehensive loss                                    -       -        -       491      (183,427)  87,602  (95,334)
 Share-based incentive plans                                 -       -        1,661   -        -          -       1,661

 Balances at 30 June 2022 (unaudited)                        36,353  390,457  63,882  (4,023)  (603,909)  89,590  (27,650)

 

 

 

 

 

The accompanying notes form on pages 6 till 32 an integral part of these
condensed consolidated interim financial statements.

DP EURASIA N.V.

 

(UNAUDITED) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 30 JUNE 2022 (unaudited)

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

 

                                                            (unaudited)    (unaudited)

                                                            30 June 2022   30 June 2021
 Profit before income tax                                   139,923        78,822
 Adjustments for:
 Depreciation                                               90,644         63,808
 Amortisation                                               26,518         21,652
 (Gain)/Loss on sale of property and equipment              -              437
 Performance bonus accrual                                  7,850          9,081
 Non-cash employee benefits expense - share-based payments  1,661          2,482
 Interest income                                            (20,288)       (25,061)
 Interest expense                                           92,518         65,166
 Impairment of tangible and intangible assets               2,999          7,005
 Hyperinflation adjustments                                 (139,496)      83,029
 Changes in operating assets and liabilities
 Changes in trade receivables                               (27,130)       (31,212)
 Changes in other receivables and assets                    (68,630)       (57,310)
 Changes in inventories                                     (130,048)      (54,018)
 Changes in contract assets                                 (4,752)        (5,906)
 Changes in contract liabilities                            (7,501)        6,694
 Changes in trade payables                                  203,384        72,316
 Changes in other payables and liabilities                  47,508         35,703
 Income taxes paid                                          (30,607)       (25,104)
 Performance bonuses paid                                   (26,946)       (15,690)
 Cash flows generated from operating activities             157,607        231,894
 Purchases of property and equipment                        (16,287)       (10,933)
 Purchases of intangible assets                             (40,880)       (28,736)
 Disposals from sale of tangible and intangible assets      11,797         438
 Cash flows used in investing activities                    (45,370)       (39,231)
 Interest paid                                              (71,179)       (57,833)
 Interest on leases paid                                    (18,652)       (7,395)
 Interest received                                          9,597          3,994
 Loans obtained                                             722,274        488,445
 Loans paid                                                 (481,492)      (497,496)
 Payment of lease liabilities                               (57,287)       (44,905)
 Cash flows (used in)/generated from financing activities   103,261        (115,189)
 Effect of currency translation differences                 (97,079)       (13,054)
 Net increase in cash and cash equivalents                  118,419        (64,420)
 Effects of inflation on cash and cash equivalents          (73,755)       (124,310)
 Cash and cash equivalents at the beginning of the period   223,912        202,640
 Cash and cash equivalents at the end of the period         268,576        142,751

 

 

 

 

 

The accompanying notes on pages 6 till 32 form an integral part of these
condensed consolidated interim financial statement

DP EURASIA N.V.

 

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2022

(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 2022, the Group, including Coffy, hold franchise operating and
sub-franchising right in 842 stores (651 franchise stores, 191 corporate-owned
stores) (31 December 2021: 817 stores (618 franchise stores, 199
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        30 June

                                                  2022           2021
                                                  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.

DP EURASIA N.V.

 

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2022

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

 

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 recorded a net gain of TRY 87,602 for the first half of
2022. The Group's current liabilities exceed its current assets by TRY 448,144
as of 30 June 2022. The Group realized operating profit of TRY 28,178 for the
first half of 2022.

 

As previously announced, the Group continues to limit investment into the
territory and is focused on optimising the store coverage in Russia. The Group
continues to monitor the situation in the region closely while the safety and
welfare of all the Group's employees and customers remains our primary
priority

 

Due to continuing operating loss in Russia, financial covenants of Groups
Russia loan facility have not been met but the Group was able to obtain waiver
(related with net debt to EBITDA ratio) for all four quarters of 2022.

 

However, trading performance across the Group has continued its momentum
throughout the first half of the year, with net 29 stores including Coffy
stores of 7, being opened in Turkey, Russia, Azerbaijan and Georgia.

 

 

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 2022 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 statements. Accordingly, this report is to be
read in conjunction with the annual report for the year ended 31 December
2021. These condensed interim financial statements were approved for issue on
28 September 2022. The financial statements have been reviewed, not audited.

The accounting policies adopted in the preparation of the interim condensed
consolidated financial statements are consistent with those followed in the
preparation of the Group's annual financial statements for the year ended 31
December 2021, except for the application of the IAS 29 "Financial Reporting
in Hyperinflationary Economies" and the new or revised standards, amendments
and/or interpretations that are mandatory for the periods beginning on or
after 1 January 2022.

 

DP EURASIA N.V.

 

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2022

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

 

NOTE 2 -     BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS

(Continued)

 

Application of IAS 29 - Hyperinflation in Turkey

 

The Turkish economy has been designated as a hyperinflationary economy in the
first half of 2022 and, as a result, IAS 29 "Financial Reporting in
Hyperinflationary Economies" has become applicable to the

Group's subsidiaries (Domino's Turkey), whose functional currency is the
Turkish Lira. IAS 29 requires companies to report the results of the
operations in Turkey, as if these were highly inflationary as of 1 January
2022. Specifically, IAS 29 requires:

 

−       Adjustment of historical cost of the non-monetary assets and
liabilities for the change in purchasing power caused by inflation from the
date of initial recognition to the end of the reporting date;

−       Non-adjustment of the monetary assets and liabilities, as they
are already expressed in the measuring unit current at the end of the
reporting period;

−       Adjustment of the income statement for inflation and its
translation with the average index rate;

−       Recognition of gain or loss on net monetary position in profit
or loss in order to reflect the impact of inflation rate movement on holding
monetary assets and liabilities in local currency.

 

IAS 29 requires that financial statements prepared in the currency of a
hyperinflationary economy be stated in terms of the measuring unit current at
the balance sheet date, and that corresponding figures for previous periods be
restated in the same terms. The restatement of the comparative amounts was
calculated by means of conversion factors derived from the Turkish nationwide
consumer price index ("CPI") published by the State Institute of Statistics
("SIS"). Indices and conversion factors used to restate the comparative
amounts until 30 June 2022 are given below:

 

 
Cumulative three-year

Date
Index                Conversion factor
                        inflation rate

 

30 June 2022
 
977.90
1,0000
136.4%

31 December 2021
 
686.95
1.4235
74.4%

31 December 2020
 
504.81
1.9372
54.2%

 

The financial statements of Group's subsidiaries, whose functional currency is
the currency of a hyperinflationary economy, are adjusted for inflation and
prior year comparatives have been restated for hyperinflation in the
consolidated financial statements.

 

In the consolidated income statement for the six months ended on 30 June 2022,
the Group recognized a total gain on net monetary position of TRY 74,292
thousands.

 

On the application of IAS 29, the Group used the conversion coefficient
derived from the consumer price index published by Turkish Statistics
Institute (TUIK). The conversion coefficient was 977.90 and 686.95 on 30 June
2022 and 31 December 2021 respectively.

 

 

DP EURASIA N.V.

 

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2022

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

 

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

 

Seasonality of operations

 

There is no significant seasonality effect on the Group's revenue. According
to financial year ended

31 December 2021, 46% of revenues accumulated in the first half year, with 54%
accumulating in the second half.

 

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 2022          31 December 2021          30 June 2021
                  Period   Period       Period     Period         Period   Period
 Currency         End      Average      End        Average        End      Average

 Euros            17.5221  16.1964      14.6823    10.4408        10.3645  9.4860
 Russian Roubles  0.3209   0.2004       0.1730     0.1196         0.1194   0.1053

 

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 2022

 

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

 

-           Amendment to IFRS 16, 'Leases' - Covid-19 related rent
concessions Extension of the Practical expedient

-           Amendments to IFRS 7 and IFRS 16 Interest Rate Benchmark
Reform Phase 2

-           Amendments to IAS 12.7 Deferred Tax related to Assets
and Liabilities arising from a Single     Transaction

 

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

 

 

DP EURASIA N.V.

 

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2022

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

 

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

 

The new standards, amendments and interpretations, which are issued but not
effective for the interim financial statements as at 30 June 2022

 

A number of narrow-scope amendments to IFRS 3, IAS 16, IAS 37 and some annual
improvements on IFRS 1, IFRS 9, IAS 41 and IFRS 16

 

-           Amendments to IFRS 3, 'Business combinations'

-           Amendments to IAS 16, 'Property, plant and equipment'

-           Amendments to IAS 37, 'Provisions, contingent liabilities
and contingent assets'

-           Amendments to IAS 1, Presentation of financial
statements'

-           Narrow scope amendments to IAS 1, Practice statement 2
and IAS 8

-           Amendment to IAS 12 - Deferred tax related to assets and
liabilities arising from a single transaction;

 

These standards are not expected to have any impact on the Group's accounting
policies.

 

 

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 2022 and 2021 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.

 

DP EURASIA N.V.

 

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2022

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

 

NOTE 3 - SEGMENT REPORTING (Continued)

 

The segment analysis for the periods ended 30 June 2022 and 2021 are as
follows:

 

 1 January - 30 June 2022                                         Turkey    Russia    Other     Total

 Corporate revenue                                                208,896   192,714   -         401,610
 Franchise revenue and royalty revenue obtained from franchisees  593,135   130,720   -         723,855
 Other revenue                                                    115,290   18,725    -         134,015
 Total revenue                                                    917,321   342,159   -         1,259,480
 - At a point in time                                             867,260   340,972   -         1,208,232
 - Over time                                                      50,061    1,187     -         51,248
 Operating profit                                                 89,557    (44,993)  (16,386)  28,178
 Capital expenditures                                             38,210    18,957    -         57,167
 Tangible and intangible disposals                                (2,963)   (5,833)   -         (8,796)
 Depreciation and amortization expenses                           (60,801)  (56,360)  -         (117,161)
 Adjusted EBITDA                                                  152,492   13,914    (13,406)  153,000

 1 January - 30 June 2022                                         Turkey    Russia    Other     Total
 Borrowings
 TRY                                                              578,007   -         -         578,007
 RUB                                                              -         214,557   106,377   320,934
                                                                  578,007   214,557   106,377   898,941
 Lease liabilities
 TRY                                                              148,860   -         -         148,860
 RUB                                                              -         311,668   -         311,668
                                                                  148,860   311,668   -         460,528
 Total                                                            726,864   526,225   106,380   1,359,469

 

 

 

DP EURASIA N.V.

 

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2022

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

 

 

NOTE 3 - SEGMENT REPORTING (Continued)

 

 1 January - 30 June 2021                                         Turkey    Russia    Other    Total

 Corporate revenue                                                247,161   136,831   -        383,992
 Franchise revenue and royalty revenue obtained from franchisees  547,397   61,022    -        608,419
 Other revenue                                                    46,795    6,120     -        52,915
 Total revenue                                                    841,353   203,973   -        1,045,326
 - At a point in time                                             833,978   202,786   -        1,036,764
 - Over time                                                      7,375     1,187     -        8,562
 Operating profit                                                 88,796    (38,739)  (6,744)  43,313
 Capital expenditures                                             56,843    6,038     -        62,881
 Tangible and intangible disposals                                (1,229)   (1,342)   -        (2,571)
 Depreciation and amortization expenses                           (47,417)  (38,042)  -        (85,459)
 Adjusted EBITDA                                                  138,694   12,854    (6,744)  144,804

 1 January - 30 June 2021                                         Turkey    Russia    Other    Total
 Borrowings
 TRY                                                              468,595   -         -        468,595
 RUB                                                              -         148,827   62,494   211,321
                                                                  468,595   148,827   62,494   679,916
 Lease liabilities
 TRY                                                              202,376   -         -        202,376
 RUB                                                              -         139,231   -        139,231
                                                                  202,376   139,231   -        341,607
                                                                  670,971   288,058   62,494   1,021,523

 

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.

.

 

DP EURASIA N.V.

 

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2022

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

 

NOTE 3 - SEGMENT REPORTING (Continued)

 

The reconciliation of adjusted EBITD As as of 30 June 2022 and June 2021 is as
follows:

 

 Turkey                                                                    30 June 2022  30 June 2021
 Adjusted EBITDA ((*))                                                     152,492       138,694
 Non-recurring and non-trade (income)/expenses per Group Management ((*))
 One off non-trading costs ((**))                                          473           -
 Share-based incentives                                                    1,661         2,482
 EBITDA                                                                    150,358       136,212
 Depreciation and amortization                                             (60,801)      (47,417)
 Operating profit                                                          89,557        88,795

 

 Russia                                                                    30 June 2022  30 June 2021
 Adjusted EBITDA ((*))                                                     13,914        12,854
 Non-recurring and non-trade (income)/expenses per Group Management ((*))
 One off non-trading costs ((**))                                          2,547         13,551
 EBITDA                                                                    11,367        (697)
 Depreciation and amortization                                             (56,360)      (38,042)
 Operating profit                                                          (44,993)      (38,739)

 

(*)        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 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 reason for the significant increase in one-off non-trading
costs is mainly related to impairment expenses of the tangible and intangible
assets and con sultancy expenses due to cost reduction program.

DP EURASIA N.V.

 

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2022

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

 

NOTE 3 - SEGMENT REPORTING (Continued)

 

 Other                                                               30 June 2022  30 June 2021
 Adjusted EBITDA ((*))                                               (13,406)      (6,744)
 Non-recurring and non-trade (income)/expenses per Group Management

 One off non-trading costs                                           2,980         -
 EBITDA                                                              (16,386)      (6,744)
 Depreciation and amortization                                       -             -
 Operating profit                                                    (16,386)      (6,744)

 

(*)        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 2022 and 2021 is as
follows:

 

                                                                     2022    2021
 Profit for the period as reported                                   87,602  42,219
 Non-recurring and non-trade (income)/expenses per Group Management
 Share-based incentives                                              1,661   2,482
 One-off expenses                                                    6,000   13,551
 Adjusted net profit for the period                                  95,263  58,252

 

(*)        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.

DP EURASIA N.V.

 

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2022

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

 

NOTE 4 - REVENUE AND COST OF SALES

 

                                      30 June 2022  30 June 2021

 Corporate revenue                    401,610       383,992
 Franchise revenue and royalty
 revenue obtained from franchisees    723,855       608,419
 Other revenue                        134,015       52,915

 Revenue                              1,259,480     1,045,326

 Cost of sales                        (868,944)     (682,092)

 Gross profit                         390,536       363,234

 

(*)        Other revenue mainly includes handover income, IT income and
other income from franchisee.

 

 

NOTE 5 - EXPENSES BY NATURE

 

                                             30 June 2022  30 June 2021

 Employee benefit expenses (*)               (218,337)     (246,870)
 Depreciation and amortization expenses (*)  (117,161)     (85,459)

                                             (335,498)     (332,329)

 

(*)        These expenses are accounted in cost of sales, general
administration expenses and marketing expenses.

DP EURASIA N.V.

 

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2022

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

 

NOTE 6 - FOREIGN EXCHANGE GAINS, FINANCIAL INCOME AND EXPENSES

 

 Foreign exchange gains                 30 June 2022  30 June 2021

 Foreign exchange gains, net            123,944       52,035

                                        123,944       52,035

 Financial income                       30 June 2022  30 June 2021

 Interest income on lease liabilities   10,691        10,416
 Interest income                        9,597         14,645

                                        20,288        25,061

 Financial expense                      30 June 2022  30 June 2021

 Interest expense                       (73,866)      (53,203)
 Interest expense on lease liabilities  (18,652)      (7,395)
 Other                                  (14,261)      (4,568)

                                        (106,779)     (65,166)

 

DP EURASIA N.V.

 

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2022

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

 

NOTE 7 - EARNINGS (LOSS) PER SHARE

 

The reconciliation of adjusted profit per share as of 30 June 2022 and 2021 is
as follows:

 

                                                      30 June 2022  30 June 2021

 Average number of shares existing during the period  145,372       145,372
 Net gain for the period attributable to
    equity holders of the parent                      87,602        42,219

 Earnings per share                                   0.60          0.29

 

The reconciliation of adjusted earnings per share as of 30 June 2022 and 2021
is as follows:

 

                                                      30 June 2022  30 June 2021

 Average number of shares existing during the period  145,372       145,372
 Net profit for the period attributable to equity
    holders of the parent                             87,602        42,219

 Non-recurring and non-trade expenses
    per Group Management (*)
 Share-based incentives                               1,661         2,482
 One-off expenses                                     6,000         13,551

 Adjusted net gain for the period
    attributable to equity holders of the parent      95,263        58,252

 Adjusted Earnings per share (*)                      0.66          0.40

 

((*))         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 earning/ (loss) per share presented for the period ended 30 June 2022 is
based on the issued share capital of DP Eurasia N.V. as at 30 June 2022.

DP EURASIA N.V.

 

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2022

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

 

NOTE 8 - PROPERTY AND EQUIPMENT

                                                                                        Currency
                                                                                        translation
                           1 January 2022  Additions  Disposals  Transfers  Impairment  adjustments  30 June 2022

 Cost
 Machinery and equipment   154,628         6,548      (7,269)    3,946      -           92,716       250,569
 Motor vehicles            50,884          -          -          100        -           331          51,315
 Furniture and fixtures    244,436         7,120      (37,079)   -          -           6,588        221,065
 Leasehold improvements    323,698         2,246      (11,769)   (4,046)    -           63,646       373,775
 Construction in progress  5,423           373        (375)      -          -           (2,327)      3,094

                           779,069         16,287     (56,492)   -          -           160,954      899,818

 Accumulated depreciation
 Machinery and equipment   (91,557)        (10,346)   4,158      -          -           (55,671)     (153,416)
 Motor vehicles            (32,863)        (4,973)    -          -          -           (379)        (38,215)
 Furniture and fixtures    (182,244)       (9,608)    35,011     -          -           (4,507)      (161,348)
 Leasehold improvements    (278,510)       (12,497)   9,982      -          -           (47,544)     (328,569)

                           (585,174)       (37,424)   49,151     -          -           (108,101)    (681,548)

 Net book value            193,895                                                                   218,270

 

For the period ended 30 June 2022, depreciation expense of TRY 22,829 has been
charged in cost of sales and TRY 14,595 has been charged in general
administrative expenses.

DP EURASIA N.V.

 

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2022

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

 

NOTE 8 - PROPERTY AND EQUIPMENT (Continued)

                                                                                        Currency
                                                                                        translation
                           1 January 2021  Additions  Disposals  Transfers  Impairment  adjustments  30 June 2021

 Cost
 Machinery and equipment   115,232         2,220      (1,801)    49         -           15,417       131,117
 Motor vehicles            57,254          23,212     (3,844)    11         -           6,422        83,055
 Furniture and fixtures    229,767         6,167      (3,538)    1,322      -           1,170        234,888
 Leasehold improvements    257,777         2,074      (1,788)    (598)      (5,446)     12,776       264,795
 Construction in progress  5,021           473        -          (784)      -           147          4,857

                           665,051         34,146     (10,971)   -          (5,446)     35,932       718,712

 Accumulated depreciation
 Machinery and equipment   (60,453)        (7,542)    896        -          -           (7,991)      (75,090)
 Motor vehicles            (47,347)        (6,939)    3,844      -          -           (5,170)      (55,612)
 Furniture and fixtures    (163,866)       (9,644)    2,310      -          -           (552)        (171,752)
 Leasehold improvements    (206,354)       (11,293)   1,350      -          3,525       (7,436)      (220,208)

                           (478,020)       (35,418)   8,400      -          3,525       (21,149)     (522,662)

 Net book value            187,031                                                                   196,050

 

For the period ended 30 June 2021, depreciation expense of TRY 24,439 has been
charged in cost of sales and TRY 10,979 has been charged in general
administrative expenses.

 

NOTE 9 - INTANGIBLE ASSETS

                                                            Currency
                           1 January                        translation  30 June
                           2022       Additions  Disposals  adjustments  2022

 Cost
 Key money                 58,176     2,618      (6,037)    5,885        60,642
 Computer software         307,282    38,262     (5,999)    56,753       396,298
 Franchise contracts       264,769    -          -          -            264,769

                           630,227    40,880     (12,036)   62,638       721,709

 Accumulated depreciation
 Key money                 (41,428)   (4,545)    4,825      (1,949)      (43,097)
 Computer software         (216,859)  (21,972)   5,756      (28,113)     (261,188)
 Franchise contracts       (264,769)  -          -          -            (264,769)

                           (523,056)  (26,517)   10,581     (30,062)     (569,054)

 Net book value            107,171                                       152,655

 

For the period ended 30 June 2022, amortisation expense of TRY16,176 has been
charged in cost of sales and TRY10,341 has been charged in general
administrative expenses.

 

                                                                        Currency
                           1 January                                    translation  30 June
                           2021       Additions  Disposals  Impairment  adjustments  2021

 Cost
 Key money                 80,280     481        -          (2,280)     2,903        81,384
 Computer software         228,456    28,255     (740)      (589)       7,423        262,805
 Franchise contracts       263,859    -          -          -           -            263,859

                           572,595    28,736     (740)      (2,869)     10,326       608,048

 Accumulated depreciation
 Key money                 (39,613)   (5,666)    -          737         (723)        (45,265)
 Computer software         (167,391)  (15,986)   740        437         (3,284)      (185,484)
 Franchise contracts       (263,859)  -          -          -           -            (263,859)

                           (470,863)  (21,652)   740        1,174       (4,007)      (494,608)

 Net book value            101,732                                                   113,440

 

For the period ended 30 June 2021, amortisation expense of TRY 14,939 has been
charged in cost of sales and TRY 6,713 has been charged in general
administrative expenses.

 

NOTE 10 - RIGHT OF USE ASSETS

 

Details of right-of-use assets as of 30 June 2022 and 31 December 2021 are as
follows:

 

                          30 June 2022  31 December 2021
 Right-of-use assets

 Properties and vehicles  315,266       195,556
                          315,266       195,556

 

Details of lease receivable as of 30 June 2022 and 31 December 2021 are as
follows:

 

                    30 June 2022  31 December 2021
 Lease receivables
 Current            29,566        28,787
 Non-current        84,119        95,773
                    113,685       124,560

 

Details of lease liabilities as of 30 June 2022 and 31 December 2021 are as
follows:

 

                    30 June 2022  31 December 2021
 Lease liabilities
 Current            114,814       83,944
 Non-current        345,714       257,663
                    460,528       341,607

 

The movement of right-of-use assets as of 30 June 2022 and 2021 are as
follows:

 

                                   2022      2021

 Opening - 1 January               195,556   162,655
 Depreciation                      (53,220)  (28,389)
 Current year additions            74,616    22,326
 Current year disposals            (6,000)   (14,199)
 Currency translation adjustments  104,314   23,868
 Closing - 30 June                 315,266   166,261

 

For the period ended 30 June 2022, amortisation expense of TRY32,464 has been
charged in cost of sales and TRY20,756 has been charged in general
administrative expenses (30 June 2021: TRY19,718 and TRY8,671, respectively).

 

 

NOTE 11 - GOODWILL

 

                              30 June 2022  31 December 2021

 1 January                    219,912       191,600
 Currency translation impact  14,196        28,312

 30 June                      234,108       219,912

 

These Goodwill relates to Turkish and Russian cash generating units at the
amounts TRY 203,293 and TRY 30,815 respectively (31 December 2021: TRY203,293
and TRY16,619 (RUB96,016) respectively).

 

 

NOTE 12 - CASH AND CASH EQUIVALENTS

 

The details of cash and cash equivalents as of 30 June 2022 and 31 December
2021 are as follows:

 

                                                   30 June 2022  31 December 2021

 Cash                                              1,644         2,124
 Banks                                             99,095        105,233
 Bank Term bank deposits (less than three months)  153,002       103,918
 Credit card receivables                           14,835        12,637
                                                   268,576       223,912

 

Maturity term of credit card receivables are 30 days on average (31 December
2021: 30 days).

 

 

NOTE 13 - TRADE RECEIVABLES    AND PAYABLES

 

a)         Short-term trade receivables

 

                                    30 June 2022  31 December 2021

 Trade receivables                  223,176       186,777
 Post-dated cheques                 29,988        33,260

 Short-term trade receivables, net  253,164       220,037

 

The average collection period for trade receivables is between 30 and 60 days
(2021: 30 and 60 days).

 

b)        Long-term trade receivables

 

                     30 June 2022  31 December 2021

 Trade receivables   4,773         2,096
 Post-dated cheques  7,860         16,534

                     12,633        18,630

 

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

 

c)         Short-term trade and other payables

 

                 30 June 2022  31 December 2021

 Trade payables  544,686       354,912
 Other payables  20,707        7,097

                 565,393       362,009

 

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 2022  30 June 2021

 Short-term employee benefits  24,150        35,868
 Share-based incentives        1,661         2,482

                               25,811        38,350

 

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

 

 

NOTE 15 - INVENTORIES

 

 

                  30 June 2022  31 December 2021

 Raw materials    322,895       193,721
 Other inventory  4,033         3,159

                  326,928       196,880

 

 

NOTE 16 - OTHER ASSETS AND LIABILITIES

 

 Other current receivables and assets                    30 June 2022  31 December 2021
 Advance payments ((1))                                  158,452       102,754
 Lease receivables                                       29,566        28,787
 Prepaid taxes and VAT receivable                        7,904         24
 Prepaid marketing expenses                              11,756        8,517
 Prepaid insurance expenses                              9,940         3,014
 Deposits for loan guarantees ((2))                      5,589         35,527
 Contract assets related to franchising contracts ((3))  1,965         1,441
 Other                                                   14,556        1,292

  Total                                                  239,728       181,356

 

(1)       As of 30 June 2022, advance payments are composed of advances
given to suppliers for the purchasing raw material and other services.

(2)       The Group repaid a portion of its loans to Sberbank Moscow and
the TRY 5,589 (RUB 17 million) by using promisory note given as collateral by
Fidesrus

(3)       The Group incurs certain costs with Domino's Pizza
International related to the 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 receivable and assets

 

                                                      30 June 2022  31 December 2021
 Lease receivables                                    84,119        95,773
 Prepaid marketing expenses                           50,201        42,148
 Contract assets related to franchising contracts(*)  10,263        6,035
 Deposits given                                       19,016        15,508

 Total                                                163,599       159,464

 

(*)       The Group incurs certain costs with Domino's Pizza
International related to the set-up of each franchise contract and IT systems
used for recording of franchise revenue.

 

 Other current liabilities
                                                    30 June 2022  31 December 2021
 Performance bonuses                                7,850         26,946
 Unused vacation liabilities                        23,229        13,807
 Payable to personnel                               18,928        14,725
 Contract liabilities from franchising contracts    82,482        43,939
 Volume rebate advances                             3,058         3,424
 Taxes and funds payable                            27,971        13,819
 Advances received from franchisees                 3,910         6,314
 Social security premiums payable                   13,550        7,600
 Other expense accruals                             23,937        19,598

 Total                                              204,915       150,172

 

 Other non-current liabilities
                                                  30 June 2022  31 December 2021
 Contract liabilities from franchising contracts  35,691        81,735
 Unearned Revenue                                 31,390        19,119
 Long term provisions for
   employee benefits                              6,733         5,965
 Other                                            6,957         4,631

 Total                                            80,771        111,450

 

 

NOTE 17 - FINANCIAL LIABILITIES

                                                     30 June 2022  31 December 2021

 Short term bank borrowings                          625,325       348,969

 Short-term financial liabilities                    625,325       348,969

 Short-term portions of long-term borrowings         538           109,575
 Short-term portions of long-term leases             114,814       83,944

 Current portion of long-term financial liabilities  115,352       193,519

 Total short-term financial liabilities              740,677       542,488

 Long-term bank borrowings                           273,078       221,372
 Long-term leases                                    345,714       257,663

 Long-term financial liabilities                     618,792       479,035

 Total financial liabilities                         1,359,469     1,021,523

 

30 June 2022

 

 Currency        Maturity  Interest rate (%)       Short-term  Long-term

 TRY borrowings  2023      22.0%                   578,007     -
 RUB borrowings  2024      3mMosPrime+%2.95-9.70%  47,856      273,078

                                                   625,863     273,078

 

 

NOTE 17 - FINANCIAL LIABILITIES (Continued)

 

31 December 2021

 

 Currency        Maturity  Interest rate (%)       Short-term  Long-term

 TRY borrowings  2023      19.14%                  411,280     57,315
 RUB borrowings  2024      3mMosPrime+%2.95-9.70%  47,264      164,057

                                                   458,544     221,372

 

The loan agreement between Sberbank Moscow and Domino's Russia is subject to
covenant clauses whereby the Group, Domino's Turkey and Domino's Russia are
required to meet certain ratios. The financial indicator of:

 

•          Domino's Russia, which requires the ratio of financial
debt to adjusted EBITDA for the relevant period should not be more than 3.0;

•          Domino's Turkey, which requires the ratio of financial
debt to adjusted EBITDA for the relevant period should not be more than 2.5;
and

•          the Group, which requires the ratio of financial debt to
adjusted EBITDA for the relevant period, should not be more than 3.5.

 

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. As of 30 June 2022, Sberbank has waived the covenant
conditions for 2021 year end, as well as the first, second, third and fourth
quarters of 2022.

 

The redemption schedule of the borrowings as of 30 June 2022 and 31 December
2021 is as follows:

 

                                        30 June 2022  31 December 2021

 To be paid in one year                 625,863       458,544
 To be paid between one to two years    199,506       112,129
 To be paid between two to three years  73,572        109,243

                                        898,941       679,916

 

The details of the finance lease liabilities as of 30 June 2022 and 31
December 2021 are as follows:

 

                                                 30 June 2022  31 December 2021

 Leases to be paid in one year                   114,814       83,944
 Leases to be paid between one to two years      127,601       83,948
 Leases to be paid between two to three years    100,015       72,493
 Leases to be paid between three years and more  118,098       101,222

                                                 460,528       341,607

 

 

NOTE 17 - FINANCIAL LIABILITIES (Continued)

 

The reconciliation of adjusted net debt as of 30 June 2022 and 31 December
2021 is as follows:

 

                                              30 June 2022  31 December 2021

 Short term bank borrowings                   625,325       348,969
 Short-term portions of long-term borrowings  538           109,575
 Short-term portions of long-term leases      114,814       83,944
 Long-term bank borrowings                    273,078       221,372
 Long-term leases                             345,714       257,663

 Total borrowings                             1,359,469     1,021,523

 Cash and cash equivalents (-)                (268,576)     (223,912)

 Net debt                                     1,090,893     797,611

 Non-recurring items
     per Group management
 Long-term deposit for loan guarantee         (5,589)       (35,527)

 Adjusted net debt (*)                        1,085,304     762,084

 

(*)        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
consider 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 2022 and
December 2021 are as follows;

 

                          30 June 2022  31 December 2021

 Guarantee letters given  44,388        67,543

                          44,388        67,543

 

b)         Guarantees received for trade receivables are as follows:

 

                             30 June 2022  31 December 2021

 Guarantee notes received    94,112        107,263
 Guarantee letters received  64,788        104,677

                             158,900       211,940

 

c)         Tax contingencies

 

The Russian transfer pricing legislation is generally aligned with the
international transfer pricing principles developed by the Organisation for
Economic Co‑operation 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.

 

 

NOTE 19 - EQUITY

 

The shareholders and the shareholding structure of the Group at 30 June 2022
and 31 December 2021 are as follows:

 

                                            30 June 2022                                          31 December 2021
                                            Share (%)  Amount                                     Share (%)  Amount
 Jubilant FoodWorks Netherlands B.V. (*)    43.7       15,869                                     7.5                 2,722
 Fides Food Systems Coöperatief U.A.(*)     -          -                                          32.8              11,928
 Public shares                              50.6       18,412                                     54.6              19,849
 Vision International N.V.(**)              5.6        2,027                                      4.9                 1,781
 Other                                      0.1        45                                         0.2                      73
                                                                       36,353                                      36,353

 

(*)        Fides Food Systems Coöperatief UA merged with Jubilant
FoodWorks Netherlands B.V. (acquiring entity)

 

(**)     Vision Lovermark Coöperatief UA merged with Vision International
N.V. (acquiring entity)

 

As of 30 June 2022, the Group's 145,372,414 shares are issued and fully paid
for.

 

The nominal value of each share is EUR0.12 (2021: EUR0.12). There is no
preference stock.

 

DP Eurasia's authorised share capital is EUR 60,000,000.

 

As of 30 June 2022, the Group's 145,372,414 (30 June 2021: 145,372,414) shares
are issued and fully paid for.

 

 

 

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 Jubilant Foodworks Limited.
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. On 30 June 2022, the tax is 23% for Turkey, %20 for Russia, and %25 for
the Netherlands.

 

Corporate tax liability for the year consists of the following:

 

                           30 June 2022  31 December 2021

 Corporate tax calculated  33,739        63,231
 Prepaid taxes (-)         (12,404)      (45,028)

 Tax liability             21,335        18,203

 

Tax income and expenses included in the statement of comprehensive income are
as follows:

 

                                       30 June 2022  30 June 2021

 Current period corporate tax expense  (33,739)      (26,660)
 Deferred tax (expense)/income         (18,582)      (9,943)

 Tax expense                           (52,321)      (36,603)

 

 

 

NOTE 20 - INCOME TAX (Continued)

 

The breakdown of cumulative temporary differences and the resulting deferred
income tax assets/liabilities at 30 June 2022 and 31 December 2021 using
statutory tax rates are as follows:

 

                                                  30 June 2022                31 December 2021
                                                               Deferred tax                Deferred tax
                                                  Temporary    assets/        Temporary    assets/
                                                  differences  (liabilities)  differences  (liabilities)

 Carry forward tax losses (*)                     83,880       16,776         72,427       14,485
 Contract liabilities from franchising contracts  97,326       21,792         152,691      30,538
 Right of use assets and lease liability          24,006       6,584          7,561        1,512
 Bonus accruals
 Legal provisions                                 4,590        1,018          8,204        1,641
 Unused vacation liabilities                      9,286        2,136          8,267        1,653
 Provision for employee termination benefit       6,733        1,549          5,965        1,490
 Stok                                             (49,258)     (11,329)       (26,527)     (5,305)
 Other                                            71,178       16,371         (13,686)     (2,735)
 Property, equipment and intangible assets        (156,866)    (31,371)       (114,986)    (22,996)

 Deferred income tax assets, net                               23,526                      20,283

 

(*)        Consists of carry forward losses of Domino's Russia.
Domino's Russia has not recognised any additional tax assets on carry forward
losses in 2021 and first half of 2022, the change is the result of the
currency translation differences between Russian Roubles and Turkish Lira.

 

 

NOTE 21 - SUBSEQUENT EVENT

 

As of 30 September 2022, Jubilant Foodworks Netherlands B.V has aggregating to
65,177,365 ordinary shares in total (which is equal to 44,76% of the Company's
outstanding issued share capital).

 

On 8 September 2022, the Company shall allot a total of 250,722 new ordinary
shares of €0.12 each ("New Shares") in connection with an exercise of
options awarded to senior employees which has now crystallised under the LTIP.
Application has been made for the New Shares to be admitted to trading on the
premium listing segment of the Official List of the FCA and to trading on the
London Stock Exchange ("Admission") and it is expected that Admission will
take place on 8 September 2022. Following Admission, the Company will have
145,623,136 ordinary shares in issue.  The Company does not hold any ordinary
shares in treasury therefore the total number of ordinary shares in the
Company with voting rights is 145,623,136.

 

 

Amsterdam, 28 September 2022

 

The Directors of DP Eurasia N.V. as at the date of this announcement are as
set out below:

 

Peter Williams*

Aslan Saranga, Chief Executive Officer

Frederieke Slot, Company Secretary

Shyam S. Bhartia*

Hari S. Bhartia*

David Adams*

Burak Ertas*

Ahmet Ashaboglu*

 

* Non-Executive Directors

 

 

……………

 

 

 

 

 

 Review report

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

Introduction

We have reviewed the accompanying condensed consolidated interim financial
statements for the six‑month period ended 30 June 2022 of DP Eurasia N.V.,
Amsterdam, which comprises the condensed consolidated statement of the
financial position as at 30 June 2022, 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 notes to the condensed consolidated interim financial
statements. The board of directors is responsible for the preparation and
presentation of this (condensed) interim financial statements 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 2022 is not prepared, in
all material respects, in accordance with IAS 34, 'Interim Financial
Reporting' as adopted by the European Union.

Amsterdam, 28 September 2022

PricewaterhouseCoopers Accountants N.V.

B.A.A. Verhoeven RA

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IR LLMMTMTBTTMT

Recent news on DP Eurasia NV

See all news