TIDMDPEU

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 
 
                                                                        Change 
 Group system sales (after                                              (pre-IAS 
  IAS 29) (3)                           2023        2022      Change      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         +44 20 7466 5000 
  Parker                                          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 . Please contact Buchanan on dp@buchanan.uk.com t o register your attendance.

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

INDEPENT AUDITOR'S REVIEW REPORT................................................................. 32

 
 (UNAUDITED) CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIODED 
  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 PERIODED 
 30-Jun-23 
 (Amounts expressed in thousands of Turkish Lira (TRY) 
 unless otherwise stated.) 
 
                         Share         Share   Contribution   Remeasurement      Currency       Retained         Total 
                       capital       premium           from        of post-   translation       earnings        Equity 
                                               shareholders      employment   differences 
                                                                    benefit 
                                                                obligations 
 
 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 PERIODED 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. . ("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. . ("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        Cumulative 
                            factor        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 Ashabo lu (Chairman)

Burak Erta

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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September 19, 2023 02:00 ET (06:00 GMT)

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