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REG - DP Eurasia N.V - Interim Results

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RNS Number : 8465M  DP Eurasia N.V  19 September 2023

 

 

 

 For Immediate Release  19 September 2023

 

DP Eurasia N.V.

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

Interim Results for the six months ended 30 June 2023 ((1))

Highlights ((2))

                                          For the period ended 30 June
 Number of stores                         2023             2022             Change
 Turkey (Domino's)                        675*             628              47
 Turkey (COFFY)                           51               15               36
 Azerbaijan                               10               10               -
 Georgia                                  6                5                1
 Total continuing operations              742              658              84
 Russia (discontinued operations)         142              184              -42
 Grand Total                              884              842              42

 Group system sales (after IAS 29) ((3))  2023             2022             Change  Change

                                                                                    (pre-IAS 29)
 Turkey                                   2,424.0          1,864.6          30.0%   91.7%
 Azerbaijan                               42.7             44.8             -4.6%   40.7%
 Georgia                                  30.6             22.4             36.2%   99.9%
 COFFY                                    95.3             21.7             339.5%  529.5%
 Total continuing operations              2,592.6          1,953.5          32.7%   95.6%
 Russia (discontinued operations)         422.2             492.7           -14.3%  -14.3%
 Grand Total                              3,014.8          2,446.2          23.2%   64.7%

 

 

 

 System sales LfL growth((4))                    (after IAS 29)      (pre-IAS 29)
                                                 2023      2022      2023     2022
 Turkey                                          26.5%     -8.4%     86.2%    51.0%
 Azerbaijan (based on AZN)                       5.2%      3.7%      5.2%     3.7%
 Georgia (based on GEL)                          4.3%      32.2%     4.3%     32.2%
 Total continuing operations                     25.9%     -7.9%     84.1%    50.1%
 Russia (discontinued operations, based on RUB)  -24.8%    -2.6%     -24.8%   -2.6%

 

* Including nine temporarily closed stores as a result of the earthquake in
early 2023.

( )

 

 Group financials                                                   (after IAS 29)                                   (pre-IAS 29)
 (in millions of TRY)                                    2023          2022          Change        2023              2022              Change
 Revenue                                                 1,581         1,268         24.7%         1,494             795               87.9%
 Adjusted EBITDA((5))                                    265           197           34.4%         288               141               104%
 Adjusted net income (from continuing operations) ((6))  229           153           50.2%         131               83                150%
 Adjusted net debt((7))                                  618           1,015         -39.1%        618               1,015             -39.1%

 

 

 

 

 

 

Financial Highlights (from continuing operations)

·     Strong overall performance with Group revenue up 24.7% (pre-IAS 29:
88%) and system sales up 32.7% (pre-IAS 29: 96%). LfL Group system sales for
continuing operations were up 25.9%.

·      Excellent LfL growth in Turkey of 26.5% amid a sustained
inflationary environment, reflecting the ongoing focus on maintaining
franchisee profitability, network expansion, strategic pricing, and product
and service innovation.

·      Azerbaijan and Georgian operations delivered LfL growth of 5.2%
and 4.3% respectively (in local currencies).

·     Adjusted EBITDA increased 34.4% to TRY 265 million while the EBITDA
margin improved to 16.8% from 15.6% year on year thanks to better operational
leverage with increases sales performance.

·     Adjusted net income (from continuing operations) increased 50.2% to
TRY 229 million (1H 2022: TRY 153 million).

·     The Group maintained a strong liquidity position with TRY 372
million cash and an undrawn bank facility of TRY 515 million as of 30 June
2023.

·     Adjusted net debt was TRY 618 million as of 30 June 2023 vs. TRY
849 million at the end of 2022. Net debt / EBITDA improved sharply to 1.3x
from the 2.3x reported for the end of end-2022 (and vs. 2.8x year on year).

·     Leverage is expected to further improve by year-end given the
enhanced profitability of the Group.

 

Operational Highlights (from continuing operations)

·     Online delivery system sales in Turkey increased to 83.9% (2022:
81.2%) as a share of delivery system sales((6)), reflecting our robust
positioning for the online ordering channel. Strong Turkish online system
sales growth of 30.7% (pre-IAS 29: 93.0%).

·     Net new store opening momentum has been maintained:

o  The Turkish Domino's Pizza network has increased by 47 stores year on
year, supported by 20 new store openings in H1. This reflects the strong
demand profile, and the Group is therefore confident in its ability to
comfortably reach the 35-40 net new store opening guidance for the full
year.

o  The COFFY network has now exceeded the 50-store milestone, having
increased by 22 in the current financial year (or by 36 year-on-year) to 51.
We are on track with our guidance of 50-60 net COFFY openings in FY23.

o  Georgia now has six Domino's Pizza stores, an increase of one.

·     The growth opportunity for COFFY remains significant, with
excellent market dynamics in Turkey for the coffee sub-segment. COFFY
delivered TRY 95 million to Group system sales, up 339%.

·     As announced on 21 August 2023, the Group has initiated bankruptcy
proceedings for its Russian subsidiary. No sales process has occurred since
this announcement, and bankruptcy proceedings are currently underway. The
Group will continue to provide updates, particularly with regards to the
financial impact of these proceedings, as necessary. The Russian segment
continues to be classified as discontinued operations within the Company's
audited financial statements.

 

 

 

2023 Outlook

·     The Group is mindful that 2023 has so far been another year of
volatile macro-economic circumstance and uncertainty. The inflation risk
persists, and while the Group has an excellent track record of managing and
negating the impact of inflation, it may affect overall growth levels.
Nevertheless, strong trading momentum has been sustained into the second half
of the financial year. The Board is therefore confident that LfL inflation
adjusted growth will be in the high teens for the full year 2023, better than
low teens figure previously guided.

·     The Group anticipates that it will maintain organic and LfL sales
momentum in 2023. This momentum will be driven by sustained network expansion,
volume growth and targeted price adjustments. New customer acquisition and
increased order frequency levels are expected to contribute to growing
volumes.

·     The strong store openings momentum seen in Turkey is anticipated to
continue for both Domino's and COFFY, driven by solid franchisee demand. Our
commitment to maintaining franchisee profitability continues to be front and
centre of this demand. The Group anticipates that FY23 will be another year of
strong network expansion as the it seeks to broaden its coverage to cater to
demand.

·     Capital expenditure expectations have increased to TRY 200 million
(from TRY 160 million), owing to higher corporate store investments for new
COFFY openings predominantly driven by currency depreciation impact.

·     Guidance for store openings, LfL growth rates and capital
expenditure in Turkey for 2023 is as follows:

 

                                      Previous               Revised
 LfL growth rate                      Low teens              High teens

                                      (pre IAS 29: 70-80%)   (pre IAS 29: 80-90%)
 Domino's Pizza net store openings    35 - 40                35 - 40
 COFFY net store openings             50 - 60                50 - 60
 Capital expenditure                  TRY 160 million        TRY 200 million

 

 

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

 

"I am very pleased to be delivering very solid operational and financial
results in the first half of 2023, which is a clear result of our targeted
plans to mitigate the ongoing macro challenges. Strong trading momentum has
been maintained; thanks to the healthy dynamics of the sub-sectors the Group
operates within. Management's expertise in navigating inflation and the
Group's resilience and agility in execution enabled strong store expansion
dynamics and have resulted in a solid financial performance, from top to
bottom line.

 

"We have an innovative and customer-centric mindset, helping us to grow in a
healthy manner as we pursue long-term and sustainable profitability. Our
targeted strategy focuses on three areas - strategic pricing and product
innovation, continued digital innovation, and operational excellence for
everyday efficiency. This approach enabled us to combat the high volatility
levels with the positive impact visible in terms of volume generation and
customer acquisition. Despite ongoing cost pressures, adjusted EBITDA and net
income grew significantly and our margins expanded pleasingly.

 

"Our focus on product innovation remains integral. We continue to broaden our
entry price product range and launched a new mushroom pizza in January which
has reached good volumes. Following the successful Pizzetta launch last year,
we added new varieties to further enhance the potential of this product line.
In addition, our new 'snacks from the oven' range was launched in February
presenting a broad choice of attractively priced products to customers who
increasingly seek value and affordability. The latest addition to our product
range, Pizza XL, has contributed well and in line with our internal
expectations. With a Turkish nationwide advertising campaign being rolled out
in July, we expect the contribution from Pizza XL to continue to improve.

"We continue to improve the online proportion of our sales, and digital
innovation remains an important enabler for us to enhance the customer
experience and further solidify our robust positioning for the online ordering
channel.

"We retain a fundamental commitment to ensuring franchisees remain profitable.
As a result, franchisee demand for both Domino's Pizza and COFFY continues to
be very healthy. We have a strong pipeline of new sites and are confident that
2023 will be another solid year for network expansion.

"Consumer demand for COFFY stands very strong thanks to its unique value
proposition. Having developed multiple store concepts to fit in with local
circumstances, the COFFY network exceeded the 50-store milestone, having
increased by 22 in the current financial year. Franchisee demand stands very
strong owing to COFFY's proven sales performance. This demand, alongside our
ambitious targets for 2023, will enable us to add further scale in a
sub-sector that is of increasing popularity.

"Overall, we are very pleased with the strong first half performance and will
continue to deliver on our targeted strategy to make the most of what
continues to be a significant growth opportunity."

 

 

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)

 

Analyst Briefing and Conference Call

A remote briefing will be held at 9.00am UK time via a conference call
facility. The call will be accessible via the below details and will be
accompanied with a presentation, which will be made available on the morning
of results and accessed at www.dpeurasia.com (http://www.dpeurasia.com/) .
Please contact Buchanan on dp@buchanan.uk.com (mailto:dp@buchanan.uk.com)
 to register your attendance.

 

 Conference call:  UK Toll: +44 (0) 20 3037 9299

                   UK Toll Free:  0808 109 0700

 

Notes

((1)) Financial statements as of 30 June 2023 are subjected to limited review
and non-IFRS measures are not audited.

((2)) All Group figures exclude Russian business which is now a discontinued
operation. 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. Reconciliation of EBITDA, adjusted EBITDA with consolidated financial
statements will be presented in Note 3 of Group financial statements section
of our annual report.

((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.
Reconciliation of EBITDA, adjusted EBITDA with consolidated financial
statements will be presented in Note 3 of Group financial statements section
of our annual report.

((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. Net
debt figure includes the external debt of DP Russia which was guaranteed by
the Group and its Turkish subsidiary.

((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.

 

Notes to Editors

 

DP Eurasia N.V. is the exclusive master franchisee of the Domino's Pizza brand
in Turkey, 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. The Group offers pizza
delivery and takeaway/ eat-in facilities at its 691 stores (675 in Turkey,
10 in Azerbaijan and 6 in Georgia) as of 30 June 2023 and operates through its
owned corporate stores (12%) and franchised stores (88%). In addition to its
pizza delivery business, the Group also has its own coffee brand, COFFY, which
trades from 51 stores at period-end, 38 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.

 

In line with the announcement on 21 August 2023, the Company has initiated the
steps to file for DP Russia's bankruptcy. This was preceded by the
announcement on 28 December 2022, which confirmed that the Company was
evaluating its presence in Russia, the impact of sanctions and its continuing
ability to serve its customers in Russia. In this connection, the Russian
segment was classified as discontinued operations within the Company's audited
financial statements for the year ended 31 December 2022.

 

 

 

Performance Review

 Store count        As of 30 June
                    2023                              2022
                    Corporate  Franchised  Total      Corporate  Franchised  Total
 Turkey (Domino's)  82         593         675        94         534         628
 Azerbaijan         -          10          10         -          10          10
 Georgia            -          6           6          -          5           5
 COFFY              13         38          51         5          10          15
 Total              95         647         742        99         559         658

 

DP Eurasia's store count for continuing operations increased by 84
year-on-year, or by 42 stores during the first six months of the year. The
Group increased its system sales by 32.7% year-on-year. Growth on a
pre-inflation adjustment basis would have been 95.6%.

System sales of our Domino's Pizza operations in Turkey grew by 30%
year-on-year and by 91.7% on a pre-inflation adjustment.  The Group
experienced robust franchisee demand in Turkey resulting in a strong store
pipeline, laying solid foundations for ongoing network expansion and growth.
The Domino's Pizza net store count in Turkey increased by 8% over the last
twelve months, with 20 net additions in first half, on track with the guided
range of 35-40 for full year and building on the strong growth year of 2022.

The COFFY network has now exceeded the 50-store milestone, having increased by
22 in the current financial year (or by 36 year-on-year) to 51. We are on
track with guidance of 50-60 net COFFY openings in the full year 2023.

Delivery Channel Mix

Online delivery system sales in Turkey increased to 83.9% (2022: 81.2%) as a
share of delivery system sales, reflecting our robust positioning for the
online ordering channel. Strong Turkish online system sales growth of 30.7%
(pre-IAS 29: 93.0%). This performance was aided also by an increase in volumes
through the aggregators.

The following table shows the Group's delivery system sales as a percentage of
delivery system sales:

                                       2023   2022
 Store                                 15.5%  18.3%
 Online       Group's online platform  22.0%  25.1%
              Aggregator               61.8%  56.1%
              Total online             83.9%  81.2%
 Call centre                           0.6%   0.5%
 Total                                 100%   100%

 

 

Financial Review

                                                      For the period ended

                                                      30 June
                                                      2023         2022         Change
                                                      (in millions of TRY)

 Revenue                                              1,581        1,268        24.7%
 Cost of sales                                        (900)        (822)        9.4%
 Gross Profit                                         681          446          52.9%
 General administrative expenses                      (271)        (176)        53.9%
 Marketing and selling expenses                       (245)        (172)        42.6%
 Other operating income /(expenses), net              (13)         10           n.m.
 Operating profit                                     151          107          40.8%
 Foreign exchange gains/(losses)                      59           60           -0.3%
 Financial income                                     36           33           8.2%
 Financial expense                                    (144)        (88)         63.0%
 Monetary profit / (loss)                             139          103          35.9%
 Profit/(Loss) before income tax                      242          215          12.9%
 Tax expense                                          (40)         (68)         -41.5%
 Profit/(Loss) after tax, from continuing operations  203          147          38.1%
 Loss from discontinued operations                    (178)        (12)         n.m.
 (Loss) / Profit for the period                       24           135          -82.2%

 Adjusted EBITDA                                      265          197          34.4%
 Adjusted net income (from continuing operations)     229          153          50.2%

 

Revenue

Group revenue grew by 24.7% to TRY 1,581 million on inflation adjusted
basis.

Adjusted EBITDA

Adjusted EBITDA, which includes the Azerbaijani and Georgian businesses along
with COFFY, was TRY 265 million and demonstrated a year-on-year increase of
34.4%. For the six-month period ended 30 June 2023, the adjusted EBITDA margin
as a percentage of revenues was 16.8% compared to 15.6% over the same period
in 2022. Strong sales performance created operating leverage through the
system despite the ongoing cost pressures across the board. The Group took the
advantage of its robust purchasing power and agile cost management
capabilities during the period to combat elevated food costs.

Adjusted Net Income

For the six-month period ended 30 June 2023, adjusted net income from
continuing operations was TRY 229 million. The growth in revenue and adjusted
EBITDA were the main drivers whereas a one-off tax advantage also contributed
to the improved bottom line. The profit for the period was TRY 24 million,
driven by non-cash write-offs related with Russian business.

 

Capital expenditure and Cash conversion

The Group incurred TRY 63 million of capital expenditure for continuing
operations in the six months ended 30 June 2023. Cash conversion* was 73% (1H
2022: 67%) for continuing operations.

Adjusted net debt and leverage

The Group's adjusted net debt as of 30 June 2023, including the external debt
of DP Russia as it was guaranteed by the Group's Turkish subsidiary, was TRY
618 million, declining from TRY 849 million of end-2022. Note that that
external debt of DP Russia with an amount of 159 million TRY was paid in the
third quarter out of existing cash resources. Hence, net debt position could
be expected to remain at around same levels by the end of the year. Total
borrowings for the Group stood at TRY 1.1 billion as of 30 June 2023.

The Group's leverage ratio (defined as adjusted net debt/adjusted EBITDA),
based on continued operations, stood at 1.3x as of 30 June 2023, dropping
sharply from 2.3x at the end of 2022 (and vs 2.8x at the end of H1 2022).
Leverage ratio is expected to improve further by the end of the year thanks to
improving operational profitability.

The Group had TRY 372 million cash and cash equivalents and an undrawn bank
facility of TRY 515 million as of 30 June 2023.

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.

 

*Cash conversion defined as (Adj EBITDA - lease payment - capital
expenditure)/ Adj EBITDA)

 

 

Appendices

Exchange Rates

           For the period ended 30 June
           2023                                2022
 Currency  Period End  Period Average          Period End  Period Average
 EUR/TRY   28.154      21.407                  17.522      16.196
 RUB/TRY   0.303       0.256                   0.321       0.200
 EUR/RUB   95.105      83.651                  53.858      83.520

 

Delivery - Take away / Eat in mix

                     For the period ended 30 June
                     2023                   2022
                     Turkey  Russia  Total  Turkey  Russia  Total
 Delivery            73.1%   72.6%   72.7%  75.7%   75.9%   75.4%
 Take away / Eat in  26.9%   27.4%   27.3%  24.3%   24.1%   24.6%
 Total               100%    100%    100%   100%    100%    100%

 

 

 

DP EURASIA N.V.

 

(UNAUDITED) CONDENSED CONSOLIDATED

INTERIM FINANCIAL STATEMENTS

AS AT 30 JUNE 2023

 

 

(UNAUDITED) CONDENSED CONSOLIDATED

STATEMENT OF COMPREHENSIVE
INCOME..................................................................
        1

 

(UNAUDITED) CONDENSED CONSOLIDATED

STATEMENT OF FINANCIAL
POSITION...........................................................................
     2-3

 

(UNAUDITED) CONDENSED CONSOLIDATED

STATEMENT OF CHANGES IN
EQUITY............................................................................
        4

 

(UNAUDITED) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS.............
        5

 

(UNAUDITED) NOTES TO THE CONDENSED CONSOLIDATED INTERIM

FINANCIAL
STATEMENTS.................................................................................................
6 - 31

 

INDEPENDENT AUDITOR'S REVIEW
REPORT.................................................................
      32

 

 (UNAUDITED) CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE
 PERIOD ENDED 30 JUNE 2023

 (Amounts expressed in thousands of Turkish Lira (TRY) unless otherwise
 stated.)
                                                                         (unaudited)  (unaudited)
                                                                  Notes  30-Jun-23    30-Jun-22

 INCOME OR LOSS

 Revenue                                                          4      1,581,316    1,267,870
 Cost of sales                                                    4      (899,904)    (822,269)

 Gross Profit                                                            681,412      445,601

 General administrative expenses                                         (271,490)    (176,460)
 Marketing and selling expenses                                          (245,379)    (172,095)
 Other operating (expense) / income, net                                 (13,382)     10,349

 Operating profit                                                        151,161      107,395

 Foreign exchange gains                                           6      59,507       59,683
 Financial income                                                 6      35,926       33,200
 Financial expense                                                6      (143,778)    (88,202)
 Monetary gain                                                           139,546      102,682

 Profit from income tax                                                  242,362      214,758

 Tax expense                                                             (39,845)     (68,103)

 Income tax expense                                               20     (22,319)     (46,634)
 Deferred tax expense                                              20    (17,526)     (21,469)

 Profit from continued operations                                        202,517      146,655

 (Loss) from discontinued operations                              22     (178,487)    (11,985)

 (LOSS)/PROFIT FOR THE PERIOD                                            24,030       134,670

 Other comprehensive expense                                             (183,363)    (252,817)
 Items that will not be reclassified to profit or loss
 - Remeasurements of post-employment
    benefit obligations, net of tax                                      (3,262)      706
 Items that may be reclassified to profit or loss
 - Currency translation differences                                      (75,803)     14,470
 - Currency translation differences from discontinued operations         (104,298)    (267,993)

 TOTAL COMPREHENSIVE LOSS                                                (159,333)    (118,147)

 Profit per share for the period attributable
    to equity holders of the parent ((1))                          7     0.16         0.93
 Profit per share from continuing operations attributable
 to equity holders of the parent ((1))                                   1.38         1.01

 (1) Amounts represent the basic and diluted earnings per share.

 

 

 

 

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

 (UNAUDITED) CONDENSED CONSOLIDATED STATEMENT OF

 FINANCIAL POSITION AT 30 JUNE 2023

 (Amounts expressed in thousands of Turkish Lira (TRY) unless otherwise
 stated.)
                                                      (unaudited)
                            Notes                     30-Jun-23                 31-Dec-22

 ASSETS

 Trade receivables          13                        25,808                    19,601
 Lease receivables          10                        105,197                   114,112
 Right-of-use assets        10                        142,202                   118,028
 Property and equipment     8                         142,102                   148,015
 Intangible assets          9                         123,121                   110,157
 Goodwill                   11                        280,988                   280,988
 Deferred tax assets        20                        -                         5,010
 Other non-current assets   16                        88,961                    83,143

 Non-current assets                                   908,379                   879,054

 Cash and cash equivalents  12                        371,523                   431,038
 Trade receivables          13                        491,202                   355,737
 Lease receivables          10                        36,246                    16,380
 Inventories                15                        359,789                   286,039
 Current income tax asset                             23,099                    54,400
 Other current assets       16                        128,124                   193,992

 Current assets                                       1,409,983                 1,337,586

 Asset held for sale        22                        79,496                    435,400

 TOTAL ASSETS                                         2,397,858                 2,652,040

 

 

 

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

                                                       (unaudited)
                                                Notes  30-Jun-23    31-Dec-22

 LIABILITIES

 EQUITY

 Paid in share capital                          19     36,353       36,353
 Share premium                                         441,632      441,632
 Contribution from shareholders                        84,122       76,604
 Other comprehensive income/expense
    not to be reclassified to profit or loss
    - Remeasurements of post-employment
       benefit obligations                             (16,869)     (13,607)
 Other comprehensive income/expense
    to be reclassified to profit or loss
    - Currency translation differences                 (756,657)    (576,556)
 Retained earnings                                     85,930       61,900

 Total equity                                          (125,489)    26,326

 Financial liabilities                          17     34,680       64,921
 Lease liabilities                              10     162,692      182,563
 Long term provisions for
    employee benefits                           16     12,047       16,401
 Deferred tax liability                         20     12,011       -
 Other non-current liabilities                  16     148,026      185,541

 Non - current liabilities                             369,456      449,426

 LIABILITIES

 Financial liabilities                          17     854,014      869,612
 Lease liabilities                              10     79,295       51,385
 Trade payables                                 13     670,563      423,820
 Current income tax liabilities                        -            -
 Provisions                                            7,096        4,118
 Other current liabilities                      16     185,539      162,555

 Current liabilities                                   1,796,507    1,511,490

 Liabilities related to assets held for sale    22     357,384      664,798

 TOTAL LIABILITIES                                     2,523,347    2,625,714

 TOTAL LIABILITIES & EQUITY                            2,397,858    2,652,040

 

 

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

 (UNAUDITED) CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE
 PERIOD ENDED
 30-Jun-23
 (Amounts expressed in thousands of Turkish Lira (TRY) unless otherwise
 stated.)

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

 Balances at 1 January 2022 (unaudited)  36,353              441,632             85,998                          (6,239)                                                (471,657)                         2,748              88,835

 Remeasurements of post-employment
    benefit obligations, net             -                   -                   -                               706                                                    -                                 -                  706
 Currency translation adjustments        -                   -                   -                               -                                                      (253,523)                         -                  (253,523)
 Total profit for the period             -                   -                   -                               -                                                      -                                 134,670            134,670

 Total comprehensive loss                -                   -                   -                               706                                                    (253,523)                         134,670            (118,147)

 Share-based incentive plans             -                   -                   2,296                           -                                                      -                                 -                  2,296

 Balances at 30 June 2022 (unaudited)    36,353              441,632             88,294                          (5,553)                                                (725,180)                         137,418            (27,036)

 Balances at 1 January 2023              36,353              441,632             76,604                          (13,607)                                               (576,556)                         61,900             26,326

 Remeasurements of post-employment
    benefit obligations, net             -                   -                   -                               (3,262)                                                -                                 -                  (3,262)
 Currency translation adjustments        -                   -                   -                               -                                                      (180,101)                         -                  (180,101)
 Total profit for the period             -                   -                   -                               -                                                      -                                 24,030             24,030

 Total comprehensive loss                -                   -                   -                               (3,262)                                                (180,101)                         24,030             (159,333)

 Share-based incentive plans             -                   -                   7,518                           -                                                      -                                 -                  7,518

 Balances at 30 June 2023 (unaudited)    36,353              441,632             84,122                          (16,869)                                               (756,657)                         85,930             (125,489)

 

 

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

 (UNAUDITED) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

  FOR THE PERIOD ENDED 30 JUNE 2023 (unaudited)

 (Amounts expressed in thousands of Turkish Lira (TRY) unless otherwise
 stated.)
                                                            (unaudited)  (unaudited)
                                                            30-Jun-23    30-Jun-22

 Profit before income tax                                   242,362      214,758

 Adjustments for:

 Depreciation                                               27,116       27,110
 Amortisation                                               60,449       57,008
 Performance bonus accrual                                  15,408       10,850
 Non-cash employee benefits expense - share-based payments  7,518        2,296
 Interest income                                            (35,926)     (33,200)
 Interest expense                                           120,925      81,970
 Impairment of tangible and intangible assets               -            4,145
 Hyperinflation adjustments                                 (73,475)     (92,368)
 Cash flows from discontinued operation                     29,924       142,800

 Changes in operating assets and liabilities
 Changes in trade receivables                               (141,672)    (37,498)
 Changes in other receivables and assets                    60,487       (94,857)
 Changes in inventories                                     (73,750)     (179,745)
 Changes in contract assets                                 (2,406)      (6,568)
 Changes in contract liabilities                            18,941       (10,367)
 Changes in trade payables                                  246,743      281,106
 Changes in other payables and liabilities                  (25,441)     65,663
 Income taxes paid                                          -            (42,303)
 Performance bonuses paid                                   (28,582)     (37,243)

 Cash flows generated from operating activities             448,621      353,557

 Purchases of property and equipment                        (21,101)     (15,311)
 Purchases of intangible assets                             (40,859)     (38,985)
 Disposals from sale of tangible and intangible assets      1,378        (4,133)
 Cash flows from discontinued operation                     -            (13,126)

 Cash flows used in investing activities                    (60,582)     (71,555)

 Interest paid                                              (74,373)     (98,380)
 Interest on leases paid                                    (29,405)     (25,780)
 Interest received                                          18,135       18,423
 Loans obtained                                             689,778      998,288
 Loans paid                                                 (723,389)    (665,492)
 Payment of lease liabilities                               (28,671)     (32,179)
 Cash flows from discontinued operation                     (159,921)    (179,032)

 Cash flows (used in)/generated from financing activities   (307,846)    15,848

 Effect of currency translation differences                 (50,163)     (134,177)

 Net increase in cash and cash equivalents                  30,030       163,673

 Effects of inflation on cash and cash equivalents          (89,545)     (101,940)

 Net increase in cash and cash equivalents                  (59,515)     61,733

 Cash and cash equivalents at the beginning of the period   431,038      309,478

 Cash and cash equivalents at the end of the period         371,523      371,211

 

 

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

NOTES TO THE (UNAUDITED) CONDENSED CONSOLIDATED INTERIM FINANCIALSTATEMENTS AS
AT 30 JUNE 2023

(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 2023, the Group, including Coffy, hold franchise operating and
sub-franchising right in 884 stores (789 franchise stores, 95 corporate-owned
stores) (31 December 2022: 859 stores

(697 franchise stores, 162 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-Jun                  30-Jun
                                                  2023                    2022
                                                  Effective               Effective      Registered       Nature of
 Subsidiaries                                              ownership (%)  ownership (%)  country          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. As of 30 June 2023, the Company only has
franchise- owned stores. 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. Please refer to Note 21 and Note 22 for the details of
the discontinued operations.

 

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 and has corporate and franchised coffee stores
under the brand of Coffy. 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 from continued operations of TL
202,517 for the first half of 2023. The Group's current liabilities exceed its
current assets by TL 386,524 as of 30 June 2023, The Group realized operating
profit of TL 151,517 for the first half of 2023.

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

 

Fidesrus BV has applied to the court for OOO Pizza LLC's bankruptcy on 12
September 2023. With the increasingly challenging environment, DP Russia's
parent holding company is now compelled to take this step, which will bring
about the termination of the attempted sale process of DP Russia as a going
concern and, inevitably, the Group's presence in Russia.

 

The Group currently utilises internally generated cash flow and bank
borrowings in Turkey to meet its financing needs. The Group's Turkish
operations are well established and cash generative and act as a source of
liquidity for the wider Group. The Group has additional borrowing capacity
available from Turkish banks, which it can draw down for liquidity needs. The
Group enters into general loan agreements with a range of Turkish banks. Based
on the general practice in Turkey, events of default, seizure of assets held
by the bank as securities for company loans, regular disclosure of financials
and change of control clauses and which are rolled over at the end of the
term. Nearly most of the Turkish bank borrowings are short term. The banks
make periodic revisions to determine the risk limits they are willing to make
available to the Group and regularly assess the Group's financial position.
The Group has not received any call requests nor have the Turkish banks that
lend to it under these facilities declined any drawdown requests during the
period under review. As at 30 June 2023 the limits available under these types
of facilities amount to TRY517 million. The average maturity period for bank
loans is

1,2 years as of today.  Additionally, The Company declare that the external
debt of the Russian segment is an amount of Ruble 520 million, which was
guaranteed by, inter alia, the Group's Turkish subsidiary, has been fully and
finally settled by the Turkish subsidiary out of existing cash resources on 21
August 2023.

 

 

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 2023 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 2022. These condensed interim financial statements were approved
for issue on

19 September 2023. The financial statements have been reviewed, not audited.

 

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" ("IAS 29") has become applicable to the Group's
subsidiaries whose functional currency is the Turkish Lira (Domino's Turkey),
IAS 29 requires companies to report the results of the operations in Turkey,
as if these had always been highly inflationary. 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 statement of comprehensive income for
inflation and its translation with the average index rate,

 

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

 

2.1       Basis of preparation (Continued)

 

−       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,

−       There are no items measured at current cost,

−       All items in the statement of cash flows are expressed in
terms of the measuring unit current at the end of the reporting period,

−       The restatement of financial statements in accordance with
this Standard may give rise to differences between the carrying amount of
individual assets and liabilities in the statement of financial position and
their tax bases. These differences are accounted for in accordance with IAS 12
Income Taxes,

−       Total cumulative effect of restating non-monetary items in
accordance with IAS 29 on opening balance sheet of 1 January 2021 are
recognised in retained earnings.

 

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 2023 are given below:

 

 Date       Index    Conversion factor  Cumulative three-year inflation rate

 30-Jun-23  1187.07  1.0000             178.3%
 31-Dec-22  991.02   1.1978             123.5%
 30-Jun-22  858.86   1.3821             93.7%

 

 

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 period on 30 June
2023, the Group recognized a total gain on net monetary position of TRY
139,546 thousands (30 June 2022:TRY 102,682).

 

The Group used the conversion coefficient derived from the consumer price
index published by Turkish Statistics Institute ("TUIK") The conversion
coefficient was 1187.07 and 991.02 on 30 June 2023 and 31 December 2022,
respectively. One conversion coefficient per period has been determined and
calculated as purchases and sales are relatively fairly divided over the year.

 

Seasonality of operations

 

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

31 December 2022, 51% of revenues accumulated in the first half year, with 49
% accumulating in the second half.

 

 

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

 

2.1       Basis of preparation (Continued)

 

Consolidation of foreign subsidiaries

 

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

 

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

                  30-Jun-23        31-Dec-22          30-Jun-22
                  Period  Period   Period   Period    Period   Period
 Currency         End     Average  End      Average   End      Average

 Euros            28.154  21.4727  19.9349  17.36424  17.5221  16.1964
 Russian Roubles  0.3034  0.2559   0.25948  0.249513  0.3209   0.2004

 

 

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 2023

 

●       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; effective
from annual periods beginning on or after 1 January 2022,

 

●       Amendments to IAS 16, 'Property, plant and equipment' prohibit
a company from deducting from the cost of property, plant and equipment
amounts received from selling items produced while the company is preparing
the asset for its intended use, Instead, a company will recognise such sales
proceeds and related cost in profit or loss,

 

●       Amendments to IAS 37, 'Provisions, contingent liabilities and
contingent assets' specify which costs a company includes when assessing
whether a contract will be loss-making,

 

Annual improvements make minor amendments to IFRS 1, 'First-time Adoption of
IFRS', IFRS 9, 'Financial Instruments', IAS 41, 'Agriculture' and the
Illustrative Examples accompanying IFRS 16, 'Leases'.

 

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

 

Standards, amendments, and interpretations that are issued but not effective
as of 30 June 2023:

 

●          Narrow scope amendments to IAS 1, Practice statement 2
and IAS 8; effective from annual periods beginning on or after 1 January 2023.
The amendments aim to improve accounting policy disclosures and to help users
of the financial statements to distinguish between changes in accounting
estimates and changes in accounting policies,

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

 

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

 

●          Amendment to IAS 12 - Deferred tax related to assets and
liabilities arising from a single transaction; effective from annual periods
beginning on or after 1 January 2023. These amendments require companies to
recognise deferred tax on transactions that, on initial recognition give rise
to equal amounts of taxable and deductible temporary differences,

 

●          Amendment to IFRS 16 - Leases on sale and leaseback;
effective from annual periods beginning on or after 1 January 2024. These
amendments include requirements for sale and leaseback transactions in IFRS 16
to explain how an entity accounts for a sale and leaseback after the date of
the transaction. Sale and leaseback transactions where some or all the lease
payments are variable lease payments that do not depend on an index or rate
are most likely to be impacted,

 

●          Amendment to IAS 1 - Non current liabilities with
covenants; effective from annual periods beginning on or after 1 January 2024.
These amendments clarify how conditions with which an entity must comply
within twelve months after the reporting period affect the classification of a
liability,

 

●          Amendment to IAS 12 - International tax reform - pillar
two model rules; The deferred tax exemption and disclosure of the fact that
the exception has been applied, is effective immediately, The other disclosure
requirements are effective annual periods beginning on or after 1 January
2023. These amendments give companies temporary relief from accounting for
deferred taxes arising from the Organisation for Economic Co-operation and
Development's (OECD) international tax reform. The amendments also introduce
targeted disclosure requirements for affected companies,

 

●          Amendments to IAS 7 and IFRS 7 on Supplier finance
arrangements; effective from annual periods beginning on or after 1 January
2024. These amendments require disclosures to enhance the transparency of
supplier finance arrangements and their effects on a company's liabilities,
cash flows and exposure to liquidity risk. The disclosure requirements are the
IASB's response to investors' concerns that some companies' supplier finance
arrangements are not sufficiently visible, hindering investors' analysis,

 

●          IFRS S1, 'General requirements for disclosure of
sustainability-related financial information; effective from annual periods
beginning on or after 1 January 2024. This is subject to endorsement of the
standards by local jurisdictions. This standard includes the core framework
for the disclosure of material information about sustainability-related risks
and opportunities across an entity's value chain,

 

●          IFRS S2, 'Climate-related disclosures'; effective from
annual periods beginning on or after 1 January 2024. This is subject to
endorsement of the standards by local jurisdictions. This is the first
thematic standard issued that sets out requirements for entities to disclose
information about climate-related risks and opportunities.

 

 

 

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 at 30 June 2023 and 2022 comprise the
performance and the management of its Turkish and headquarter.

 

As of 31 December 2022, due to the intention to sales of Russian operation,
the Group has reclassified the results of Russian operation as discontinued
operations in the comprehensive income. As of 30 June 2023, 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 other operations. Other operations are composed of corporate expenses of
Dutch companies. These segments are managed separately because they are
affected by economic conditions and geographical positions in terms of risks
and returns,

 

Due to initial application of IAS 29 and its impact on the comparative
periods, management information presented in segment reporting have been
restated in accordance with IAS 29 application.

 

The segment analysis for the periods ended 30 June 2023 and 2022 are as
follows:

 

 1 January - 30 June 2023                Turkey     Other     Total

 Corporate revenue                       346,476    -         346,476
 Franchise revenue and royalty revenue
    obtained from franchisees            1,119,365  -         1,119,365
 Other revenue                           115,475    -         115,475
 Total revenue                           1,581,316  -         1,581,316
 - At a point in time                    1,574,612  -         1,574,612
 - Over time                             6,704      -         6,704
 Operating profit                        183,443    (32,282)  151,161
 Capital expenditures                    63,439     -         63,439
 Tangible and intangible disposals       (1,378)    -         (1,378)
 Depreciation and amortization expenses  (87,564)   -         (87,564)

 Adjusted EBITDA                         284,901    (19,684)  265,217

 1 January - 30 June 2023                Turkey     Other     Total

 Borrowings
 TRY                                     645,709    -         645,709
 RUB                                     -          242,985   242,985

                                         645,709    242,985   888,694

 Lease liabilities
 TRY                                     241,987    -         241,987

                                         241,987    -         241,987

 Total                                   887,696    242,985   1,130,681

 

NOTE 3 - SEGMENT REPORTING (Continued)

 

 1 January - 30 June 2022                Turkey     Other     Total

 Corporate revenue                       288,724    -         288,724
 Franchise revenue and royalty revenue
    obtained from franchisees            819,801    -         819,801
 Other revenue                           159,345    -         159,345
 Total revenue                           1,267,870  -         1,267,870
 - At a point in time                    1,216,624  -         1,216,624
 - Over time                             51,246     -         51,246
 Operating profit                        123,698    (16,303)  107,395
 Capital expenditures                    54,296     -         54,296
 Tangible and intangible disposals       (4,133)    -         (4,133)
 Depreciation and amortization expenses  (84,118)   -         (84,118)

 Adjusted EBITDA                         210,766    (13,406)  197,360

 1 January - 31 December 2022            Turkey     Other     Total

 Borrowings
 TRY                                     850,269    -         850,269
 RUB                                     -          84,264    84,264

                                         850,269    84,264    934,533

 Lease liabilities
 TRY                                     233,948    -         233,948

                                         233,948    -         233,948

 Total                                   1,084,217  84,264    1,168,481

 

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

 

 

 

NOTE 3 - SEGMENT REPORTING (Continued)

 

The reconciliation of adjusted EBITDA as of 30 June 2023 and June 2022 is as
follows:

 

 Turkey                                     30-Jun-23  30-Jun-22

 Adjusted EBITDA ((*))                      284,901    210,766

 Non-recurring and non-trade (income)
    /expenses per Group Management ((*))
 One off non-trading costs ((**))           6,376      654
 Share-based incentives                     7,518      2,296

 EBITDA                                     271,007    207,816

 Depreciation and amortization              (87,564)   (84,118)

 Operating profit                           183,443    123,698

 

 

(*)        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 consultancy expenses due to the services related to
the top management decisions.

 

 Other                          30-Jun-23                30-Jun-22

 Adjusted EBITDA ((*))          (19,684)                 (13,406)

 Non-recurring and non-trade (income)/expenses
    per Group Management
 One-off Expenses               12,598                   2,897

 EBITDA                         (32,282)                 (16,303)

 Depreciation and amortization  -                        -

 Operating profit               (32,282)                 (16,303)

 

(*)        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.

 

 

NOTE 3 - SEGMENT REPORTING (Continued)

 

The reconciliation of adjusted net income as of 30 June 2023 and 2022 is as
follows:

 

                                        2023                     2022

 Profit for the period as reported      202,517                  146,655

 Non-recurring and non-trade (income)/expenses
    per Group Management
 Share-based incentives                 7,518                    2,296
 One-off expenses                       18,974                   3,551

 Adjusted net profit for the period(*)  229,009                  152,502

 

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

 

 

NOTE 4 - REVENUE AND COST OF SALES

 

                                         30-Jun-23  30-Jun-22

 Corporate revenue                       346,476    288,724
 Franchise revenue and royalty
    revenue obtained from franchisees    1,119,365  819,801
 Other revenue (*)                       115,475    159,345

 Revenue                                 1,581,316  1,267,870

 Cost of sales                           (899,904)  (822,269)

 Gross profit                            681,412    445,601

 

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

 

 

NOTE 5 - EXPENSES BY NATURE

 

                                             30-Jun-23  30-Jun-22

 Employee benefit expenses (*)               (227,622)  (176,302)
 Depreciation and amortization expenses (*)  (87,564)   (84,118)

                                             (315,186)  (260,420)

 

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

NOTE 6 - FOREIGN EXCHANGE GAINS, FINANCIAL INCOME AND EXPENSES

 

 Foreign exchange gains                 30-Jun-23  30-Jun-22

 Foreign exchange gains, net            59,507     59,683

                                        59,507     59,683

 Financial income                       30-Jun-23  30-Jun-22

 Interest income on lease liabilities   17,791     14,777
 Interest income                        18,135     18,423

                                        35,926     33,200

 Financial expense                      30-Jun-23  30-Jun-22

 Interest expense                       (91,520)   (56,190)
 Interest expense on lease liabilities  (29,405)   (25,780)
 Other                                  (22,853)   (6,232)

                                        (143,778)  (88,202)

 

 

NOTE 7 - EARNINGS (LOSS) PER SHARE

 

The reconciliation of adjusted profit per share as of 30 June 2023 and 2022 is
as follows:

                                                      30-Jun-23                          30-Jun-22

 Average number of shares existing during the period  146,591                            145,372
 Net (loss) / profit for the period attributable
    to equity holders of the parent                   24,030                             134,670

 Earnings per share                                   0.16                               0.93

                                                      30-Jun-23                          30-Jun-22

 Average number of shares existing during the period  146,591                            145,372
 Net profit from continuing operations for the period attributable
    to equity holders of the parent                   202,517                            146,655

 Earnings per share from continued operations         1.38                               1.01

                                                      30-Jun-23                          30-Jun-22

 Average number of shares existing during the period  146,591                            145,372
 Net losses from discontinued operations for the period attributable
    to equity holders of the parent                   (178,487)                          (11,985)

 Losses per share from discontinued operations        (1.22)                             (0.08)

 

 

 NOTE 7 - EARNINGS (LOSS) PER SHARE (Continued)

 The reconciliation of adjusted earnings per share as of 30 June 2023 and 2022
 is as follows:

                                                      30-Jun-23                 30-Jun-22

 Average number of shares existing during the period  146,591                   145,372
 Net profit for the period attributable to equity
    holders of the parent                             24,030                    134,670

 Non-recurring and non-trade expenses
    per Group Management (*)
 Share-based incentives                               7,518                     2,296
 One-off expenses                                     18,974                    3,551

 Adjusted net gain for the period
    attributable to equity holders of the parent      50,522                    140,517

 Adjusted Earnings per share (*)                      0.34                      0.97

 

(*)        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 2023 is
based on the issued share capital of DP Eurasia N.V. as at 30 June 2023.

 

NOTE 8 - PROPERTY AND EQUIPMENT

 

                           01-Jan-23  Additions  Disposals  Transfers  30-Jun-23

 Cost
 Machinery and equipment   67,859     616        -          -          68,475
 Motor vehicles            45,760     1,480      -          -          47,240
 Furniture and fixtures    273,379    9,456      (5,836)    -          276,999
 Leasehold improvements    257,827    9,270      (6,384)    462        261,175
 Construction in progress  738        1,758      -          (462)      2,034

                           645,563    22,580     (12,220)   -          655,923

 Accumulated depreciation
 Machinery and equipment   (46,160)   (2,484)    -          -          (48,644)
 Motor vehicles            (26,271)   (7,331)    -          -          (33,602)
 Furniture and fixtures    (195,475)  (11,074)   4,746      -          (201,803)
 Leasehold improvements    (229,642)  (6,226)    6,096      -          (229,772)

                           (497,548)  (27,115)   10,842     -          (513,821)

 

For the period ended 30 June 2023, depreciation expense of TRY 18,252 has been
charged in cost of sales and TRY 8,863 has been charged in general
administrative expenses.

NOTE 8 - PROPERTY AND EQUIPMENT (Continued)

 

                                                                       Currency     Effect of
                                                                       translation  Disposal of
                           01-Jan-22  Additions  Disposals  Transfers  adjustments  Subsidiaries  30-Jun-22

 Cost
 Machinery and equipment   172,899    7,137      (7,519)    3,946      92,716       (201,871)     67,308
 Motor vehicles            70,137     -          -          100        331          (934)         69,634
 Furniture and fixtures    334,797    9,804      (50,961)   -          6,588        (13,913)      286,315
 Leasehold improvements    400,061    3,104      (14,060)   (4,046)    63,646       (177,698)     271,007
 Construction in progress  5,567      475        (377)      -          (2,327)      (2,451)       887
                           983,461    20,520     (72,917)   -          160,954      (396,867)     695,151

 Accumulated depreciation
 Machinery and equipment   (102,939)  (11,129)   4,399      -          (55,671)     122,210       (43,130)
 Motor vehicles            (45,253)   (6,871)    -          -          (379)        823           (51,680)
 Furniture and fixtures    (249,959)  (13,032)   48,265     -          (4,507)      9,876         (209,357)
 Leasehold improvements    (349,465)  (13,888)   12,044     -          (40,922)     140,402       (251,829)

                           (747,616)  (44,920)   64,708     -          (101,479)    273,311       (555,996)

 Net book value            235,845                                                                139,155

 

For the period ended 30 June 2022, depreciation expense of TRY 27,402 has been
charged in cost of sales and TRY 17,518 has been charged in general
administrative expenses.

NOTE 9 - INTANGIBLE ASSETS

 

                                     Key money  Computer software  Franchise contracts  Total

 Cost
 01-Jan-23                           53,181     376,490            365,959              795,630

 Additions                           -          40,859             -                    40,859
 Disposals                           -          (47)               -                    (47)
 Currency Translation Disposal       -          -                  -                    -
 Effect of disposal of subsidiaries  -          -                  -                    -

                                     53,181     417,302            365,959              836,442

 Accumulated depreciation
 01-Jan-23                           (48,882)   (270,632)          (365,959)            (685,473)

 Additions                           (2,062)    (25,833)           -                    (27,895)
 Disposals                           -          47                 -                    47
 Currency Translation Disposal       -          -                  -                    -
 Effect of disposal of subsidiaries  -          -                  -                    -

                                     (50,944)   (296,418)          (365,959)            (713,321)
 Net book value                      2,237      120,884            -                    123,121

 

For the period ended 30 June 2023, amortisation expense of TRY 18,777 has been
charged in cost of sales and TRY 9,118 has been charged in general
administrative expenses.

 

                                     Key money  Computer software  Franchise contracts  Total

 01-Jan-22                           78,193                        400,725              365,949
                                     844,867

 Additions                           2,618      48,630             -                    51,248
 Disposals                           (7,940)    (6,012)            -                    (13,952)
 Currency Translation                5,885      56,753             -                    62,638
 Effect of disposal of subsidiaries  (13,229)   (124,674)          -                    (137,903)

                                     65,527     375,422            365,949              806,898

 Accumulated depreciation
 01-Jan-22                           (56,438)   (287,555)          (365,949)            (709,942)

 Additions                           (6,005)    (27,628)           -                    (33,633)
 Disposals                           6,462      5,768              -                    12,230
 Currency Translation                (1,949)    (28,110)           -                    (30,059)
 Effect of disposal of subsidiaries  4,282      61,424             -                    65,706

                                     (53,648)   (276,101)          (365,949)            (695,698)
 Net book value                      11,879     99,321             -                    111,200

 

For the period ended 30 June 2022, amortisation expense of TRY 20,517 has been
charged in cost of sales and TRY13,116 has been charged in general
administrative expenses.

NOTE 10 - RIGHT OF USE ASSETS

 

Details of lease receivable as of 30 June 2023 and 31 December 2022 are as
follows:

 

                    30-Jun-23  31-Dec-22

 Lease receivables
 Current            36,246     16,380
 Non-current        105,197    114,112

                    141,443    130,492

 

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

 

                    30-Jun-23  31-Dec-22

 Lease liabilities
 Current            79,295     51,385
 Non-current        162,692    182,563

                    241,987    233,948

 

The movement of right-of-use assets as of 30 June 2023 and 2022 are as
follows:

 

                                   2023      2022

 Opening - 1 January               118,028   280,986

 Depreciation                      (32,554)  (76,469)
 Current year additions            56,728    107,213
 Current year disposals            -         (8,622)
 Currency translation adjustments  -         149,883

 Closing - 30 June                 142,202   452,992

 

For the period ended 30 June 2023, amortisation expense of TRY 19,851 has been
charged in cost of sales and TRY 12,703 has been charged in general
administrative expenses (30 June 2022: TRY 63,852 and TRY 43,361
respectively).

 

NOTE 11 -
GOODWILL

 

                              2023     2022

 01-Jan                       280,988  219,912

 Currency translation impact  -        61,076

 30-Jun                       280,988  280,988

 

Management has concluded that the recoverable amount of the individual CGUs is
higher than the carrying amount. The goodwill relates to Russian CGU has been
classified as asset held for sale amounted TRY 16,613 as of 31 December 2022.
Remaining balance is only related to Turkish CGU. As of 30 June 2023, the
goodwill related to Russian CGU has been impaired amounted TRY16,613 from
asset held for sale.

 

 

NOTE 12 - CASH AND CASH EQUIVALENTS

 

The details of cash and cash equivalents as of 30 June 2023 and 31 December
2022 are as follows:

 

                                                   30-Jun-23  31-Dec-22

 Cash                                              1,133      1,522
 Banks                                             195,308    144,089
 Bank Term bank deposits (less than three months)  146,265    204,830
 Credit card receivables                           28,817     80,597

                                                   371,523    431,038

 

 

Maturity term of credit card receivables are 30 days on average (31 December
2022:30 days),

 

 

NOTE 13 - TRADE RECEIVABLES            AND PAYABLES

 

a)      Short-term trade receivables

 

                                    30-Jun-23  31-Dec-22

 Trade receivables                  447,802    318,838
 Post-dated cheques                 45,220     38,524

                                    493,022    357,362

 Less: Doubtful trade receivables   (1,820)    (1,625)

 Short-term trade receivables, net  491,202    355,737

 

The average collection period for trade receivables is between 30 and 60 days
(2022: 30 and 60 days).

 

NOTE 13 - TRADE RECEIVABLES            AND PAYABLES (Continued)

 

b)         Long-term trade receivables

 

                         30-Jun-23  31-Dec-22

 Trade receivables       7,494      5,855
 Post-dated cheques (*)  18,314     13,746

                         25,808     19,601

 

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

 

c)         Short-term trade and other payables

 

                 30-Jun-23  31-Dec-22

 Trade payables  665,092    419,195
 Other payables  5,471      4,625

                 670,563    423,820

 

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 (31 December
2022: less than three months).

 

 

NOTE 14 - TRANSACTIONS WITH RELATED PARTIES

 

Key management compensation

 

                               30-Jun-23  30-Jun-22

 Short-term employee benefits  34,931     33,378
 Share-based incentives        7,518      2,296

                               42,449     35,674

 

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

 

 

NOTE 15 - INVENTORIES

 

                  30-Jun-23  31-Dec-22

 Raw materials    358,432    279,918
 Other inventory  1,357      6,121

                  359,789    286,039

 

 

NOTE 16 - OTHER ASSETS AND LIABILITIES

 

Other current receivables and assets

                                                         30-Jun-23  31-Dec-22

 Advance payments ((1))                                  87,559     174,078
 Lease receivables                                       36,246     16,380
 Prepaid marketing expenses                              21,894     8,786
 Contract assets related to franchising contracts ((2))  5,958      3,537
 Prepaid taxes and VAT receivable                        2,360      762
 Prepaid insurance expenses                              1,146      3,191
 Other                                                   9,207      3,638

 Total                                                   164,370    210,372

 

(1)       As of 30 June 2023, advance payments are composed of advances
given to suppliers for the purchasing raw material and other services.

(2)       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 non-current receivable and assets

                                                      30-Jun-23  31-Dec-22

 Lease receivables                                    105,197    114,112
 Prepaid marketing expenses                           58,112     53,259
 Contract assets related to franchising contracts(*)  24,345     24,360
 Deposits given                                       6,298      5,516
 Other                                                206        8

 Total                                                194,158    197,255

 

(*)       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-Jun-23  31-Dec-22

 Contract liabilities from franchising contracts  43,946     30,879
 Taxes and funds payable                          27,870     25,335
 Payable to personnel                             18,923     12,310
 Advances received from franchisees               16,894     6,822
 Performance bonuses                              15,408     35,438
 Unused vacation liabilities                      12,448     10,176
 Social security premiums payable                 9,174      14,154
 Other expense accruals                           40,876     27,441

 Total                                            185,539    162,555

 

Other non-current liabilities

                                                  30-Jun-23  31-Dec-22

 Contract liabilities from franchising contracts  144,262    176,270
 Unearned Revenue                                 -          9,271
 Long term provisions for employee benefits       12,047     16,401
 Other                                            3,764      -

 Total                                            160,073    201,942

 

 

 

NOTE 17 - FINANCIAL LIABILITIES

                                                     30-Jun-23  31-Dec-22

 Short term bank borrowings                          854,014    850,269

 Short-term financial liabilities                    854,014    850,269

 Short-term portions of long-term borrowings         -          19,343
 Short-term portions of long-term leases             79,295     51,385

 Current portion of long-term financial liabilities  79,295     70,728

 Total short-term financial liabilities              933,309    920,997

 Long-term bank borrowings                           34,680     64,921
 Long-term leases                                    162,692    182,563

 Long-term financial liabilities                     197,372    247,484

 Total financial liabilities                         1,130,681  1,168,481

 

 30-Jun-23

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

 TRY borrowings  2023       22.00%                  645,709     -
 RUB borrowings  2024       3mMosPrime+%5.30-9.70%  208,305     34,680

                                                    854,014     34,680

 31-Dec-22

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

 TRY borrowings  Revolving  19.14                   850,269     -
 RUB borrowings  2024       3mMosPrime+%5.30-9.70   19,343      64,921

                                                    869,612     64,921

 

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. As of 31 December 2022, loans from Sberbank
has already been classified as short-term under 'Liabilities related to asset
held for sale' line in balance sheet.  Sberbank amount of RUB 520 million of
DP Russia, which was guaranteed by, inter alia, the Group's Turkish
subsidiary, has been fully and finally settled by the Turkish subsidiary out
of existing cash resources, with the Group's gross debt reducing accordingly
and a resulting gross cash balance of TRY 162 million on the date of 21 August
2023 that is disclosed in note 21.

 

 

NOTE 17 - FINANCIAL LIABILITIES (Continued)

 

The redemption schedule of the borrowings as of 30 June 2023 and 31 December
2022 is as follows:

 

                                        30-Jun-23  31-Dec-22

 To be paid in one year                 854,014    869,612
 To be paid between one to two years    17,450     41,431
 To be paid between two to three years  17,230     23,490

                                        888,694    934,533

 

The details of the finance lease liabilities as of 30 June 2023 and 31
December 2022 are as follows:

 

                                                 30-Jun-23  31-Dec-22

 Leases to be paid in one year                   79,295     51,385
 Leases to be paid between one to two years      70,119     74,529
 Leases to be paid between two to three years    35,097     51,930
 Leases to be paid between three years and more  57,476     56,104

                                                 241,987    233,948

 

 

The reconciliation of adjusted net debt as of 30 June 2023 and 31 December
2022 is as follows:

 

                                              30-Jun-23  31-Dec-22

 Short term bank borrowings(*)                854,014    850,269
 Short-term portions of long-term borrowings  -          19,343
 Short-term portions of long-term leases      79,295     51,385
 Long-term bank borrowings                    34,680     64,921
 Long-term leases                             162,692    182,563

 Total borrowings                             1,130,681  1,168,481

 Cash and cash equivalents (-)                (371,523)  (431,038)

 Net debt                                     759,158    737,443

 Non-recurring items per Group management
 Long-term deposit for loan guarantee         (141,443)  (67,340)

 Adjusted net debt (**)                       617,715    670,103

 

 

(*)        As of 31 December 2022, loans from Sberbank has been
classified as short-term under 'Liabilities for sale' line in balance sheet.
As of 30 June 2023, loans from Sberbank has been classified as short term bank
borrowings in the balance sheet.

(**)     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 2023 and
December 2022 are as follows;

 

                          30-Jun-23  31-Dec-22

 Guarantee letters given  41,992     40,906

                          41,992     40,906

 

 

b)      Guarantees received for trade receivables are as follows:

 

                             30-Jun-23  31-Dec-22

 Guarantee notes received    136,168    107,418
 Guarantee letters received  221,510    197,555

                             357,678    304,973

 

c)       Bankruptcy proceedings under Russian Law

 

Fidesrus BV has applied to the court for OOO Pizza LLC's bankruptcy on 12
September 2023 Bankruptcy proceedings in Russia usually go through two stages
that are supervision and receivership proceedings. The aim of the supervision
proceeding is to improve the financial standing of the debtor. Receivership
proceedings begin when the supervision is completed and is obvious that the
company is unable to reinstate its financial standing. Receivership usually
ends with liquidation of the company. Usually, the duration of this stage is
approximately from one to three years. During these proceedings, there are 3
potential key risks that are subsidiary liability, claw back action and tax
inspection which are not necessarily relevant in this case.

 

Subsidiary liability: If the debtor's assets are insufficient to satisfy all
claims of the debtors as a result of actions (or omissions) of the debtor's
controlling persons, such persons shall be liable for the debtor's
obligations. The amount of such liability is equal to the amount of all
unsatisfied claims of the creditors, i.e. the claims included into the
registry of creditors' claims, current liabilities claims and claims outside
the registry of creditors' claims.

 

Claw back action: Transactions made within three years prior to the acceptance
of the bankruptcy petition by the court may be challenged if it is proven that
the transaction (1) caused damage to creditors, (2) unequal or (3) favored
certain creditors.

 

Tax inspection: During the bankruptcy process, there will be potential tax
inspection for the statutory financials of OOO Pizza LLC.

 

It is too early to have an reliable estimate of the financial impact on the
consolidated financial position and results of the Company, as it depends on
the position of the creditors in the case and the bankruptcy receiver.

 

 

 

NOTE 19 - EQUITY

 

The shareholders and the shareholding structure of the Group at 30 June 2023
and 31 December 2022 are as follows:

 

                                          30-Jun-23          31-Dec-22
                                          Share (%)  Amount  Share (%)  Amount

 Jubilant FoodWorks Netherlands B.V. (*)  48.8       17,755  49,0       17,828
 Public share                             44.6       16,224  45,9       16,671
 Vision International N.V.(**)            5.3        1,938   4,9        1,781
 Other                                    1.2        436     0,2        73

                                                     36,353             36,353

 

 

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

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

 

As of 30 June 2023, the Group's shares are issued and fully paid for.

 

As of 30 June 2023, the Group's 146,590,620 (31 December 2022: 145,372,414)
shares are issued and fully paid for.

 

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 2023, the tax is 20 % for Turkey, and %25.8 for the
Netherlands.

 

Corporate tax liability for the year consists of the following:

 

                           30-Jun-23  31-Dec-22

 Corporate tax calculated  22,319     -
 Prepaid taxes (-)         (45,418)   (54,400)

 Tax liability             (23,099)   (54,400)

 

 

NOTE 20 - INCOME TAX (Continued)

 

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

 

                                       30-Jun-23  30-Jun-22

 Current period corporate tax expense  (22,319)   (46,634)
 Deferred tax (expense)/income         (17,526)   (21,469)

 Tax expense                           (39,845)   (68,103)

 

 

The breakdown of cumulative temporary differences and the resulting deferred
income tax assets/liabilities at 30 June 2023 and 31 December 2022 using
statutory tax rates are as follows:

 

 

                                                  30-Jun-23                                     31-Dec-22
                                                                         Deferred tax                                  Deferred tax
                                                  Temporary differences  assets/ (liabilities)  Temporary differences  assets/ (liabilities)

 Contract liabilities from franchising contracts  (28,569)               5,714                  (27,884)               5,577
 Right of use assets and lease liability          41,084                 (8,217)                21,064                 (4,213)
 Bonus accruals                                   505                    (101)                  505                    (101)
 Legal provisions                                 (7,096)                1,419                  (3,438)                688
 Unused vacation liabilities                      (12,448)               2,490                  (8,495)                1,699
 Provision for employee termination benefit       (12,047)               2,409                  (13,693)               2,739
 Stock                                            29,397                 (5,879)                13,070                 (2,614)
 Other                                            5,085                  (1,017)                (5,720)                3,758
 Property, equipment, and intangible assets       44,146                 (8,829)                12,612                 (2,522)

 Deferred income tax assets, net                                         (12,011)                                      5,010

 

 

 

NOTE 21 - SUBSEQUENT EVENT

 

Since the management has not concluded the negotiation with the potential
buyers positively, the Company announces the initiation of steps by Fides Rus
B.V. parent holding company of OOO Pizza LLC to file for OOO Pizza LLC 's
bankruptcy on 21 August 2023. Fidesrus BV has applied to the court for OOO
Pizza LLC's bankruptcy on 12 September 2023. This is preceded by the
announcement on

28 December 2022, which confirmed that the Company was evaluating its presence
in Russia, the impact of sanctions and its continuing ability to serve its
customers in Russia. In this connection, the Russian segment was classified as
discontinued operations within the Company's audited financial statements for
the year ended 31 December 2022. With the increasingly challenging
environment, DP Russia's immediate holding company is now compelled to take
this step, which will bring about the termination of the attempted sale
process of DP Russia as a going concern and, inevitably, the Group's presence
in Russia. A bankruptcy petition of DP Russia is filed at 12 September 2023 in
accordance with the relevant statutory requirements in due course. It is too
early to have an exact estimate of the financial impact of a potential
insolvency of DP Russia on the consolidated financial position and results of
the Company. As the company applied for bankruptcy for OOO Pizza LLC the
related operations will not longer be presented as held for sale in future
financial statements. The accounting impact will be reflected in future
financial statements following the progress of the process.

 

The Company can confirm that the external debt of the Russian segment is an
amount of RUB

520 million, which was guaranteed by, inter alia, the Group's Turkish
subsidiary, has been fully and finally settled on 21 August 2023 by the
Turkish subsidiary out of existing cash resources, with the Group's gross debt
reducing accordingly and a resulting gross cash balance of TRY 162 million
(based on the actual but unaudited cash position as at 18 August 2023).

NOTE 22 -            ASSETS AND LIABILITIES HELD FOR SALE AND
DISCONTINUED OPERATIONS

 

The Group holds franchise operating and sub-franchising rights in 142 stores
in Russia (142 franchised stores, no corporate-owned stores). In December
2022, the Board has decided to explore the options to sell its Russian
operations. Since there are still potential buyers and the negotiation process
is ongoing as of 30 June 2023, DP Russia operations are continued to be
reported within discontinued operations and its assets and liabilities are
recognised as assets held for sale and liabilities for sales. Refer to

Note 21 "Subsequent Event", for subsequent events impacting the selling
process.

 

The following criterias have been met for a sale to be highly probable:

 

•           The board has decided to sell the asset and liability
of Russian operation,

•           An active programme to locate a buyer and complete the
plan has been initiated by the management. There are potential buyers, and the
management has started the negotiation with the potential buyers and official
offers have been obtained in 2022 and continued during the first half of 2023,

•           The management has expected to be completed the sale
transaction within one year from the date of classification.

 

ASSETS

 

                                  30-Jun-23  31-Dec-22

 Trade receivables                2,256      6,844
 Lease receivables                -          3,363
 Right-of-use assets (*)          -          147,764
 Property and equipment (**)      -          77,864
 Intangible assets (**)           -          56,266
 Goodwill (***)                   -          16,614
 Deferred tax assets (***)        -          13,357
 Other non-current assets         3,454      7,755

 Non-current assets               5,710      329,827

 Cash and cash equivalents        1,487      4,478
 Trade receivables                34,656     47,645
 Lease receivables                -          7,850
 Inventories                      13,141     20,343
 Other current assets             24,502     25,257

 Current assets                   73,786     105,573

 

 

(*)        Since all corporate owned stores have been transferred to
franchise stores as at 30 June 2023, all right of use assets amount related
the transferred stores have been fully impaired.

(**)     Property, plant equipment and intangible balances have been fully
impaired.

(***)   Deferred tax assets and liabilities related to the temporary
differences and goodwill amount have been transferred to income statement and
fully impaired.

NOTE 22 -     ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED
OPERATIONS (Continued)

 

LIABILITIES

 

                                     30-Jun-23  31-Dec-22

 Financial liabilities               -          138,164
 Lease liabilities                   15,187     121,593
 Deferred tax liability              -          3,633
 Other non-current liabilities       17,004     18,898

 Non - current liabilities           32,191     282,288

 LIABILITIES

 Financial liabilities               -          35,351
 Lease liabilities                   11,159     58,415
 Trade payables                      231,884    206,970
 Provisions                          2,179      955
 Other current liabilities           79,971     80,819

 Current liabilities                 325,193    382,510

 TOTAL LIABILITIES                   357,384    664,798

 TOTAL EQUITY                        (277,888)  (229,398)

 TOTAL LIABILITIES & EQUITY          79,496     435,400

 

 

INCOME OR LOSS

 

                                                30-Jun-23  30-Jun-22

 Revenue                                        280,325    342,160
 Cost of sales                                  (221,812)  (274,022)

 Gross Profit                                   58,513     68,138

 General administrative expenses                (65,959)   (57,741)
  Marketing and selling expenses                (47,783)   (66,305)
 Other operating expense/(income), net (*)      (102,769)  10,916

 Operating profit                               (157,998)  (44,992)

 Financial income                               1,198      83,197
 Financial expense                              (15,597)   (47,142)

 Losses from income tax                         (172,397)  (8,937)

 Tax expense                                    (6,090)    (3,048)

 Losses for the period                          (178,487)  (11,985)

 

 

(*)        Includes the impairment of  right of use assets, property,
plant and equipment, intangible assets, goodwill, and deferred tax assets and
liabilities related to the temporary differences due to transfer of all
corporate-owned stores to franchise stores as of 30 June 2023.

NOTE 22 -     ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED
OPERATIONS (Continued)

 

After disposal of an asset or disposal group:

 

-        the associated currency translation difference, including
amounts previously reported within equity, will be reclassified to the income
statement as part of the gain or loss on disposal. This is estimated to be a
TRY 732,759 million loss.

-        inter-group balances are eliminated against discontinued
operations

 

Amsterdam, 19 September 2023

 

Executive Directors

 

Aslan Saranga

Frederieke Slot

 

Non- Executive directors

 

Shyam Bhartia

Hari Bhartia

David Adams

Ahmet Ashaboğlu (Chairman)

Burak Ertaş

Bijou Kurien

 

 

 

 

…………………

 

 

 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 2023 of DP Eurasia N.V.,
Amsterdam, which comprises the condensed consolidated statement of financial
position as at 30 June 2023, 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 consolidated interim financial information in
accordance with IAS 34, 'Interim Financial Reporting' as adopted by the
European Union. Our responsibility is to express a conclusion on this interim
financial information based on our review.

Scope

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

 

Conclusion

Based on our review, nothing has come to our attention that causes us to
believe that the accompanying condensed consolidated interim financial
statements for the six-month period ended 30 June 2023 is not prepared, in all
material respects, in accordance with IAS 34, 'Interim Financial Reporting' as
adopted by the European Union.

Amsterdam, 19 September 2023

PricewaterhouseCoopers Accountants N.V.

Original version signed by B.A.A. Verhoeven RA

 

 

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