TIDMDPP
RNS Number : 3810C
DP Poland PLC
18 June 2021
The following amendment has been made to the "Final Results,
Trading Update and Investor Presentation' announcement released on
18 June 2021 at 07:00 under RNS Number 3101C.
The following sentence should have read:
"Average daily dine-in sales during the last week of lockdown in
May 2021 was approximately PLN 32k, in first week post-lockdown
increased to approximately PLN 100k."
This was previously:
"Average daily sales during the last week of lockdown in May
2021 was approximately PLN 32k, in first week post-lockdown
increased to approximately PLN 100k."
All other information remains unchanged. The full amended
announcement is shown below.
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation and the Directors of the Company
are responsible for the release of this announcement.
DP Poland plc
("DP Poland" or the "Group")
Final Results, Trading Update and Investor Presentation
DP Poland, the operator of pizza stores and restaurants across
Poland, announces its audited results for the year ended 31
December 2020. Extracts from the Group's Annual Report and Accounts
are included at the end of this announcement.
Financial highlights:
-- Cash at bank of GBP1.3m as at 31 December 2020 (GBP3.6m as at 31 December 2019)
-- Revenue increased by 7% to GBP15.0m in 2020 (2019: GBP14.0m)
-- System Sales were up 5% to GBP17.4m (2019: GBP16.6m)
-- Like-for-like ("LFL") growth in System Sales was also 5% compared to 2019
-- -2% like-for-like growth in System Sales H1 2020 on H1 2019
-- +11% like-for-like growth in System Sales H2 2020 on H2 2019
as a result of the pandemic circumstances and the improved food
delivery dynamics in Poland
o Group EBITDA losses increased by 96% to GBP0.8m (2019:
GBP0.4m)
o Group loss for the period increased by 66% (GBP5.8m) in 2020
(2019: GBP3.5m) primarily as a result of a significant increase in
non-cash and non-recurring items, which totalled approximately
GBP2.3m (2019: GBP0.2m), incurred during the year
Operational highlights:
-- 85% of delivery sales were ordered online (2019: 85%)
-- The Group had 69 stores at the end of 2020, satisfying the
Domino's Pizza Master Franchise Agreement requirement
-- No new corporate stores opened
-- 7 sub-franchised stores acquired as corporate stores
-- Covid-19 did not impact Group's operations in significant
way, as food delivery was not restricted in Poland and the delivery
channel experienced significant growth
Unaudited Pro Forma Information
The Group sets out unaudited, consolidated pro forma financial
information for illustrative purposes only, to provide information
about how the acquisition of Dominium S.A., which completed on 8
January 2021, might have affected the trading results of the Group
for the year ended 31 December 2020.
GBP'000 2019 2020 % change
System Sales 33,648 31,421 -6.6%
------- ------- ---------
Revenue 31,042 28,959 -6.7%
------- ------- ---------
EBITDA* 3,030 500 -83.5%
------- ------- ---------
margin % 9.8% 1.7%
------- ------- ---------
Loss for the period -4,874 -8,826 81.1%
------- ------- ---------
Adjusted loss for the
period** -4,685 -6,388 36.4%
------- ------- ---------
* EBITDA excludes non-cash item, non-recurring items and store
pre-opening expenses
** Adjusted loss for the period excludes non-cash and
non-recurring items
Trading Update and Investor Presentation
DP Poland also provide an unaudited trading update for the five
month period to 31 May 2021 ("YTD21"):
-- Delivery sales of the Enlarged Group increased 14% compared
to the prior year and 28% compared to the same period of FY19.
-- Dine in business significantly impacted by Covid-19
restrictions but takeaway sales continue to perform strongly, up
6%YTD21.
-- Satisfactory top-line performance considering the
circumstances, LFL System Sales YTD21 are flat compared to YTD20
(and 5% lower compared to YTD19).
PLN'000 YTD19 YTD20 YTD21 % change % change
vs YTD19 vs YTD20
System Sales 68,0834 62,910 62,500 -8% -1%
-------- ------- ------- ---------- ----------
LFL System Sales 65,689 62,200 62,500 -5% 0%
-------- ------- ------- ---------- ----------
Dine-in 23,851 15,184 8,791 -63% -42%
-------- ------- ------- ---------- ----------
Delivery 41,838 47,017 53,709 28% 14%
-------- ------- ------- ---------- ----------
Non-LFL System
Sales 2,345 710 0 n/a n/a
-------- ------- ------- ---------- ----------
-- Operational integration of the two businesses has progressed
in line with expectations with the exception of some delays to the
IT systems integration.
-- PLN 1.1m of sales were generated in the 11 days following the
relaxation of restrictions on indoor dining in Poland on 28 May
2021.
-- Average daily dine-in sales during the last week of lockdown
in May 2021 was approximately PLN 32k, in first week post-lockdown
increased to approximately PLN 100k.
-- The Directors have observed positive momentum and increased
average order values in stores which have been converted to the
Domino's brand driven by improved cross-selling, new menu items and
optimised promotions.
A presentation has been published in relation to the Group's
unaudited trading update for the YTD21. The presentation will be
made available on the Company's website at www.dppoland.com .
Enquiries:
DP Poland plc Tel: +44 (0) 20 3393
6954
Nick Donaldson, Non-Executive Chairman
N+1 Singer (Nominated Adviser and Broker) Tel: +44 (0) 20 7496
3000
Shaun Dobson / Will Goode / George
Tzimas / Amanda Gray
Chairman' s Statement
On 21 December 2020, just before the world's first Covid-19
Christmas, DP Poland sought shareholder approval for, the 'reverse
takeover' of Dominium S.A (the "Acquisition").
Prior to the two businesses coming together, Dominium had been a
significant, successful pizza competitor in the Polish market.
Unlike DP Poland, Dominium's focus was more on dine-in than
delivery, owning and operating some prominent restaurant sites
across Poland.
The Acquisition received significant support from DP Poland
shareholders, and was approved by shareholders on 8 January
2021.
The Board believes that the Acquisition is a transformational
deal for DP Poland: the two businesses complement one another, both
with high quality products and service and the combined dine-in and
delivery offering has meaningful scale in the Polish market. On
completion of the Acquisition, DP Poland became one of the largest
pizza and Italian food operators in Poland . In addition, the
business combination removes any possible confusion over the names
of the two businesses.
The transaction took some 12 months to finalise: the impact of
Covid-19 and the consequential restrictions in movement, the need
for approval from the Polish Office of Competition and Consumer
Protection ("UOKiK"), negotiating a complex transaction in two
languages, under two different legal codes, proved challenging. But
we got there! The positive approach of the combined team was
crucial to this; I am delighted to say that this approach
continues.
We appreciate the continued support of Domino's Pizza
International, Inc. ("DPI"), our master franchisor, who's approval
of this transaction was essential to getting the deal across the
line.
At the time of writing this statement, Covid-19 case rates
continue to fall in Poland, dine-in (both in restaurant
terraces/summer gardens and inside the restaurants themselves) has
resumed recently, and customers are clearly enjoying the ability to
dine out once again at their favourite restaurants. Early days yet,
but encouraging signs for your company. Your board continues to
believe that, however long it takes for Covid-19 related issues to
subside, the combination of the businesses of DP Poland and
Dominium will create a major player in the Polish food and beverage
sector.
Combining two similar sized businesses takes time. We started
our efforts to combine the two businesses as early as possible.
These efforts have not been helped by the continuing Covid-19
issues relating to operating in Poland, limiting the reopening of
summer gardens and terraces, besides indoor dining, but we have
made good progress over the first half of this year. Further
details of the integration progress are set out in the Chief
Executive's Review.
As reported on 31 March 2021, DP Poland's trading performance in
respect of the year ended 31 December 2020 was in line with
management expectations. Dominium had a difficult time in 2020, as
its dine-in operations were, in effect, closed in accordance with
Government rules. Nevertheless, Dominium's management - led by
Piotr - pivoted the Dominium business successfully towards
delivery/collection to address this new environment. As the
enlarged group comes together, the Board believes that the
performance of 2020 is not indicative of the enlarged group's
potential for the future.
Your board continues to believe that the enlarged group is well
positioned and prepared for the easing of Covid-19 regulations
across Europe and the world. Despite the ongoing challenges, your
board continues to be confident about the prospects for the
enlarged DP Poland group as a leading player in the Polish food and
beverage sector.
The enlarged group has a great team. I thank every member of our
team for their efforts over this extraordinary period. I also thank
DPP shareholders for their support
Nicholas Donaldson
Non-Executive Chairman
17 June 2021
Chief Executive's Review
It is my pleasure to address you for the first time in my role
as the Chief Executive Officer of DP Poland.
2020 was an extraordinary year due to the Covid-19 pandemic but
I believe that it was also a breakthrough year for the company. The
challenges and opportunities for DP Poland in early 2020, driven
also by the government imposed lockdowns, made your board
reconsider the company's business strategy and led DP Poland to
explore the possibility of acquiring Dominium. Our conclusions, and
the proposed strategy for the enlarged group, were set out in DP
Poland's AIM Admission Document published on 21 December 2020. The
transaction completed on 8 January 2021, with overwhelming support
of the shareholders of both businesses. I thank all shareholders
for that support.
The acquisition of Dominium represents a step change in Domino's
operations in Poland. DP Poland has almost doubled in size (in
terms of store numbers) and our growth plans have been accelerated
significantly. A larger network of stores allows us to be closer to
our customers and to deliver our freshly baked pizza faster and
cheaper than at any time before. This proved to be of great
importance during the pandemic and I am confident that this strong
positioning will continue to serve us for much longer.
The transaction brought not only an increase in footprint but
provided the opportunity to share our best practices. We have
compiled a new menu based on the bestselling products and recipes
of each business. We have built a team comprising of the most
promising talents of the two organisations and also selected the
best suppliers; our greater buying power as an enlarged group is
helpful in this regard. We have utilised the operational capacity
of DP Poland's commissary to supply products to the entire enlarged
network.
DP Poland, as an enlarged business, remains primarily focussed
on delivery, however we will continue to operate our dine-in
locations, previously Dominium restaurants, and treat those as our
flagship stores. Dominium had successfully combined a dine-in and
delivery business model, occupying high footfall locations which
promoted the brand and stimulated delivery sales. I believe that
this effect will be even stronger for the enlarged network.
We are happy to see the growing scale of vaccination across the
country and the resulting relaxation of lockdown measures. Our
dine-in locations faced significant challenges during the pandemic
as they were required by Government regulation to be closed.
However, at the time of writing this review conditions appear to be
improving: with the public, our potential customers, using every
opportunity to go out. We believe that we now have a network that
can operate successfully both during and post the lockdown
environment.
We began our preparation for the integration of DP Poland and
Dominium during the last quarter of 2020, however the
implementation could only be started once the acquisition
completed. I am pleased to report that the operational combination
has been completed: we have redesigned our organisational chart,
changed and unified remuneration policies, launched a new menu for
the combined business and invested in capital to standardise our
level of service across the network. We have placed a particular
focus on the processes around food preparation, investing heavily
in our kitchens and refrigeration units. The biggest challenge has
proved to the integration of IT and adoption of systems which are
standardised among all Domino's brand businesses around the world.
We believe that our efforts in IT integration and adoption of
systems, which continues to be implemented across our stores, will
pay off in the future.
All of the above would not be possible without the support of
our combined team. I have been overwhelmed by the enthusiasm and
hard work of our employees and I would like to use this opportunity
to thank everyone for going the extra mile to get us to where we
are today. The team extends beyond that of DP Poland, and I am
proud to say that today we consider ourselves a member of a wider
Domino's family. We have received tremendous support at all levels
from DPI and the Acquisition could not have taken place if it had
not been supported so well by the entire European team of DPI, who
have spent significant time working on, and supporting us through,
the process.
At the time of writing this review we are operating in, what we
hope to be, the start of the post Covid-19 environment: I sincerely
hope that the progress in this regard will continue. All of our
restaurants have been able to provide collection, delivery and
dine-in services to our customers since 28 May 2021. Our products
are now sold via a single e-commerce platform, which was launched
during the first quarter of 2021. We have also introduced a mobile
application that is an updated version of the solution that worked
well in Dominium. On the back of the IT integration, we have
introduced a new menu with new products and prices..
The pandemic and the merger has proved challenging over the last
year. I believe that we have used that time wisely and are now at a
point where we will start to see the benefits of these efforts in
the months and years to come.
In this annual report we are presenting the 2020 financial
statements of DP Poland on a standalone basis, as the merger
completed after the financial year end. DP Poland enjoyed a growth
in delivery sales during the 2020 lockdown, although it did not
achieve a breakthrough in terms of profitability during the
financial year. I believe that the combination of DP Poland and
Dominium will address this issue and I look forward to reporting on
the Group's performance during the 2021 financial year.
Piotr Dzier ek
Chief Executive Officer
17 June 2021
STRATEGIC REPORT
Chief Financial Officer 's Review
Overview
It is a great pleasure for me to comment on the financial
performance of DP Poland for the first time as the Company's Chief
Financial Officer.
2020 was marred by challenges of the Covid-19 pandemic, which
had a severe impact on the operations and performance of many
industries worldwide, including the restaurant and food delivery
sectors in Poland. The ability to provide indoor dine-in services
has been restricted by Polish government guidelines twice in 2020:
once during the Spring (for 9 weeks) as well as the Autumn (for the
last 10 weeks of 2020 since late October 2020, but continuing in
2021 for a further 21 weeks until late May 2021). These
restrictions have, inevitably, negatively impacted restaurants'
performance, however in contrast, the food delivery sector has
thrived. The food delivery sector in Poland has grown significantly
during the pandemic and the Group, with its short delivery times,
contactless payments and contactless delivery/collection service
has benefitted from this sector's growth despite the unfortunate
circumstances.
Despite its rapid like-for-like sales growth and consistent
store rollout program, the Group has been facing continued pressure
on labour costs which have been coupled with underutilised
operations as a result of its sub-optimal store footprint. We
expect that the integration with Dominium will alleviate these
pressures.
Reverse takeover
The Company announced on 6 August 2020 that an application had
been filed with UOKiK, the Polish Office of Competition and
Consumer Protection, in connection with the proposed acquisition by
DP Poland of the entire issued share capital of Dominium, a Polish
pizza restaurant operator. On 19 October 2020, the Company
announced that approval for the Acquisition had been granted by
UOKiK. As the Acquisition constituted a reverse takeover under the
AIM Rules, trading in the Company's Existing Ordinary Shares was
suspended pending publication of an Admission Document. The
Admission Document was published on 21 December 2020, and the
proposed transaction was subject to shareholders' approval.
Following shareholder approval, which was granted on 7 January
2021, the transaction completed on 8 January 2021.
Consideration for the Acquisition was satisfied by the issue of
283,766,661 new ordinary shares in DP Poland and the issue by DP
Poland of an unsecured loan note of EUR1.3 million to Malaccan
Holdings Limited. Additionally, outstanding debt due from Dominium
to Malaccan Holdings Limited to the value of EUR6.2 million was
converted into the same unsecured loan note, bringing the total
amount of principal owed by DP Poland to Malaccan Holdings Limited
to EUR7.5 million. As part of the transaction a placing of
19,965,361 new ordinary shares and a subscription of 23,784,639 new
ordinary shares in DP Poland was conducted, at a price of 8 pence
(the "Issue Price") per ordinary share, raising approximately
GBP3.5 million (before expenses) for the Group. In addition,
21,824,204 of the shares issued to Malaccan Holdings Limited were
placed at the Issue Price. The enlarged share capital of DP Poland
was admitted to AIM on 8 January 2021.
The Acquisition almost doubled the number of stores within the
Company's portfolio and will provide a basis for:
(i) a more compelling consumer proposition under the single -
Domino's Pizza brand;
(ii) optimisation of the delivery network;
(iii) streamlining of the enlarged Group's operations; as well
as
(iv) further expansion and market penetration into new cities
and towns.
The Group's objective is to continue to build on its position as
a leading player in Poland and work towards being the market leader
in terms of number of stores as well as in pizza delivery. Several
synergies have already been achieved in terms of costs and further
are expected to be achieved in forthcoming months.
The figures below do not include the results of Dominium as the
Acquisition completed after the Group's 2020 financial year
end.
Financial Performance
2020 2019
GBP GBP
System sales 17,438,411 16,613,212
Revenue 14,975,843 14,006,659
Direct Costs (12,999,376) (11,820,235)
Selling, general and administrative
expenses - excluding:
store pre-opening expenses, depreciation,
amortisation and share based payments (2,798,772) (2,605,692)
GROUP EBITDA - excluding non-cash items,
non-recurring items and store pre-opening
expenses* (822,305) (419,268)
-------------
Store pre-opening expenses (323) (53,633)
Other non-cash and non-recurring
items (2,265,611) (189,518)
Finance income 83,219 160,186
Finance costs (536,363) (600,343)
Foreign exchange losses (76,167) (10,825)
Depreciation, amortisation and
impairment (1,983,414) (2,246,949)
Share based payments (217,332) (151,418)
Loss before taxation (5,818,296) (3,511,768)
-------------
Taxation - -
Loss for the period (5,818,296) (3,511,768)
-------------
Revenue
The increase in Group's revenue of 7% is primarily due to the
Group's delivery operations benefitting from the Covid-19
restrictions and the improved food delivery dynamics in Poland. The
primary drivers for the 5% LFL growth in 2020 was due to an
increase in average order value as well as effective price
increases. From a phasing perspective, as profiled later in the Key
Performance Indicators section, DP Poland's performance in 2020
consistently improved from quarter to quarter, with negative LFL
growth during the outset of the Covid-19 pandemic to a 12.9%
increase in the last quarter of 2020.
Direct costs
Direct costs increased by 10% in 2020 which outpaced the
increase in revenues. The key drivers of this movement included a
substantial increase in national minimum wage in Poland, a 33%
increase in the maintenance costs of the delivery scooter fleet as
scooters were not replaced. In addition, the Group experienced a
48% increase in personal protection equipment costs due to the
pandemic (for example purchasing gloves and masks for employees)
and a 56% increase in the commissions paid towards online payments
processing and aggregators. Furthermore, the Group experienced a
general increase in costs as a result of franchise stores being
acquired from sub-franchisee owners.
Although the Polish economy was subject to one of the highest
inflation rates in Europe during 2020, the Group managed to keep
food costs (as % of revenue) at a stable level.
Throughout 2020 labour cost inflation continued in Poland,
representing a challenge for the Group, particularly for newer
stores which usually have insufficient sales to absorb the fixed
cost element of labour during their early stages. The national
minimum wage in Poland in 2020 has been increased by 16%
(year-on-year) on top of a 7% (year-on-year) increase in 2019.
Selling, general and administrative expenses ("SG&A")
SG&A were equivalent to 19% of revenue, similarly to levels
in 2019 . The Group experienced an increase in wages and salaries
as well as in IT costs.
Other non-cash and non-recurring items
The Group recognised significant level of non-cash and
non-recurring items in 2020. These include the costs related to the
Acquisition (totalling GBP 1,085,572) as well as the impairment of
loans and a bad debt provision, both relating to sub-franchisees,
totalling GBP929,246 . A substantial part of impairment and bad
debt provision relates to the buy-outs of sub-franchisee stores,
which were planned in 2020 and completed throughout the year and
into 2021. Finally, executive redundancy costs totaled
GBP111,925.
Group loss for the period
Group loss for the period increased by 66%. This is mainly due
to non-recurring costs which are described above .
Group Loss for the period* 2020 2019 Change %
Group loss for the period (5,818,296) (3,511,768) +66%
------------ ------------ ---------
* Actual exchange rates for 2020 and 2019
Store count
Store count 1 Jan 2020 Opened Closed Transferred 31 Dec 2020
Corporate 46 0 0 7 53
----------- ------- ------- ------------ ------------
Sub-Franchised 23 0 0 -7 16
----------- ------- ------- ------------ ------------
Total 69 0 0 0 69
----------- ------- ------- ------------ ------------
In 2020 DP Poland did not open any new corporate stores, but
acquired 7 corporate stores from sub-franchisees.
Sales Key Performance Indicators (KPIs)
System Sales were up 7% as a result of a 5% like-for-like System
Sales growth compared to the previous year.
2020 2019 Change
%
System Sales PLN 87,131,019 81,401,417 7%
----------- ----------- -------
System Sales GBP* 17,438,411 16,613,212 7%
----------- ----------- -------
LFL system sales 5% 3% 2%
----------- ----------- -------
LFL system sales pre-split 5% 3% 2%
----------- ----------- -------
LFL system order count -3% 2% -5%
----------- ----------- -------
LFL system order count
pre-split -3% 3% -6%
----------- ----------- -------
Delivery System Sales ordered
online 85% 85% -
----------- ----------- -------
*For exchange rates please refer to separate table
Like-for-like System Sales growth per quarter were as
follows:
Q1 -4.1%
Q2 +0.5%
Q3 +8.9%
Q4 +12.9%
Exchange rates
PLN : GBP1 2020 2019 Change %
Profit & Loss Account 4.9965 4.8998 +2%
------- ------- ---------
Balance Sheet 5.0661 5.0118 +1%
------- ------- ---------
Financial Statements for our Polish subsidiary DP Polska S.A.
are denominated in Polish Zloty ("PLN") and translated to Pound
Sterling ("GBP"). Under IFRS accounting standards the Income
Statement for the Group has been converted from PLN at the average
annual exchange rate applicable. The balance sheet has been
converted from PLN to GBP as at the exchange rate at 31 December
2020.
Cash position
1(st) January Cash movement 31(st) December
2020 2020
Cash in bank 3,592,402 -2,256,146 1,336,256
-------------- -------------- ----------------
Actual exchange rates for 2020 and 2019
The large cash movement is a result of negative 2020 EBITDA and
the costs incurred in connection with the reverse acquisition of
Dominium S.A.. The cash balances stated above do not include the
funds raised for the Company in connection with the
Acquisition.
Macro-economic conditions in Poland
Polish GDP decreased during 2020 against a backdrop of strong
growth in 2019. The country is expected to face increased inflation
during 2021. The board is constantly monitoring purchase prices to
ensure the Croup can react to any price increases from its
suppliers.
The unemployment rate improved in 2020 with a further
improvement in note during the start of 2021.
Macro KPIs 2020 2019
Real GDP growth (% growth) -2.8 4.5
----- ----
Inflation (% growth) 3.4 2.3
----- ----
Unemployment Rate (% of economically
active population) 3.2 3.3
----- ----
Going concern
The board considered the Group's forecasts, in particular those
relating to the ongoing integration of Dominium operations into the
Group and its expected impact on the Group's performance, to
satisfy itself that the Group has sufficient resources to continue
in operation for the foreseeable future.
Over the past quarters in 2020 and 2021, the board of DP Poland
has given considerable thought as to how the Group might define,
quantify and minimise the risks related to the Covid-19 pandemic.
As the number of new Covid-19 cases recorded in Poland reached its
peak during the months of March and April in 2021, and has reduced
since then, and with the rapid roll-out of the vaccination program,
the board considers that the pandemic-related risks are reducing.
Our core focus remains on delivering the expected synergies arising
from the merger with Dominium, as profiled in the Admission
Document, which are the key building block in bringing the
Company's net cash flows into positive territory. The Company's
recent equity fundraise, which provided an additional GBP3.5m
(before expenses) of resource, has further improved the Company's
cash balances and its ability to settle the substantial transaction
and integration costs, capital expenditure as well as operating
losses, in expectation of the synergistic benefits of the
merger.
Having considered the Group's cash flows and its liquidity
position, and after reviewing the forecast for the next twelve
months and beyond, the Directors believe that the Group have
adequate resources to continue operations for the foreseeable
future and for this reason they continue to adopt the going concern
basis in preparing the financial statements.
That said, the board does take into account the uncertainty
related to the future dynamics of the Covid-19 pandemic, as well as
the uncertainty related to the actual quantum and timing of full
synergies being delivered, which remain the most pronounced risks
to our going concern assumptions.
Malgorzata Potkanska
Chief Financial Officer
17 June 2021
Group Income Statement
for the year ended 31 December
2020
2020 2019
Notes GBP GBP
Revenue 2 14,975,843 14,006,659
Direct Costs (12,999,376) (11,820,235)
Selling, general and administrative expenses
- excluding:
store pre-opening expenses, depreciation,
amortisation and share based payments (2,798,772) (2,605,692)
GROUP EBITDA - excluding non-cash items,
non-recurring items and store pre-opening
expenses* (822,305) (419,268)
------ -------------
Store pre-opening expenses (323) (53,633)
Other non-cash and non-recurring
items 5 (2,265,611) (189,518)
Finance income 83,219 160,186
Finance costs (536,363) (600,343)
Foreign exchange losses (76,167) (10,825)
Depreciation, amortisation and
impairment (1,983,414) (2,246,949)
Share based payments (217,332) (151,418)
Loss before taxation 4 (5,818,296) (3,511,768)
------ -------------
Taxation - -
Loss for the period (5,818,296) (3,511,768)
------ -------------
Loss per share Basic 7 (2.32 p) (1.51 p)
Diluted 7 (2.32 p) (1.51 p)
All of the loss for the year is attributable to the owners of the
Parent Company.
Group Statement
of comprehensive income
for the year ended 31 December 2020
2020 2019
GBP GBP
------------------------------------------------- ------------ ------------
Loss for the period (5,818,296) (3,511,768)
Currency translation differences (154,438) (213,974)
---------------------------------------------------
Other comprehensive expense for the period, net
of tax to be reclassified to profit or loss in
subsequent periods (154,438) (213,974)
----------------------------------------------------- ------------
Total comprehensive income for the period (5,972,734) (3,725,742)
--------------------------------------------------- ------------ ------------
All of the comprehensive expense for the year is attributable to
the owners of the Parent Company.
Group Balance Sheet
at 31 December 2020
2020 2019
Notes GBP GBP
------------------------------------------ -------------------------------------------- ------------- -------------
Non-current assets
Intangible assets 8 461,664 520,376
Property, plant and equipment 9 5,778,910 6,018,901
Leases - right of use assets 5,173,815 5,807,783
Trade and other receivables 736,931 1,651,358
Finance lease receivables - 538,988
------------------------------------------ -------------------------------------------- ------------- -------------
12,151,320 14,537,406
Current assets
Inventories 441,669 383,287
Trade and other receivables 1,757,409 2,288,085
Finance lease receivables - 73,549
Cash and cash equivalents 1,336,256 3,592,402
-------------------------------------------- -------------------------------------------- ------------- -------------
3,535,334 6,337,323
Total assets 15,686,654 20,874,729
------------------------------------------ -------------------------------------------- ------------- -------------
Current liabilities
Trade and other payables (3,412,865) (1,776,117)
Borrowings (55,740) (58,258)
Lease liabilities (971,592) (1,005,525)
Provisions - (16,717)
------------------------------------------ -------------------------------------------- ------------- -------------
(4,440,197) (2,856,617)
------------------------------------------ -------------------------------------------- ------------- -------------
Non-current liabilities
Lease liabilities (5,340,872) (6,315,270)
Borrowings (36,185) (80,803)
------------------------------------------ -------------------------------------------- ------------- -------------
(5,377,057) (6,396,073)
Total liabilities (9,817,254) (9,252,690)
------------------------------------------ -------------------------------------------- ------------- -------------
Net assets 5,869,400 11,622,039
------------------------------------------ -------------------------------------------- ------------- -------------
Equity
Called up share capital 10 1,270,542 1,267,779
Share premium account 36,838,450 36,838,450
Capital reserve - own shares (48,163) (48,163)
Retained earnings (32,022,354) (26,421,390)
Currency translation reserve (169,075) (14,637)
------------------------------------------- -------------------------------------------- ------------- -------------
Total equity 5,869,400 11,622,039
------------------------------------------ -------------------------------------------- ------------- -------------
The financial statements were approved by the Board of Directors and
authorised for issue on 17 June 2021 and were signed on its behalf
by:
Piotr Dzier ek Malgorzata Potkanska
Director Director
Group Statement of Cash Flows
for the year ended 31 December 2020
2020 2019
GBP GBP
--------------------------------------- ------------------------- --------------------- -------------
Cash flows from operating activities
Loss before taxation for the period (5,818,296) (3,511,768)
Adjustments for:
Finance income (83,219) (160,186)
Finance costs 536,363 600,343
Depreciation, amortisation and
impairment 1,983,414 2,246,949
Other adjustments - -
Share based payments expense 217,332 151,418
----------------------------------------- ------------------------- --------------------- -------------
Operating cash flows before movement in
working capital (3,164,406) (673,244)
(Increase) / decrease in inventories (63,360) 60,368
Decrease / (increase) in trade
and other receivables 1,433,348 (763,323)
Increase / (decrease) in trade
and other payables 1,439,670 (282,634)
Cash used in operations (354,748) (1,658,833)
Taxation paid - -
Net cash used in operations (354,748) (1,658,833)
Cash flows from investing
activities
Payments to acquire software (31,183) (9,685)
Payments to acquire property, plant and
equipment (184,021) (1,264,315)
Payments to acquire intangible fixed assets (141,010) (43,794)
Proceeds from disposal of property plant
and equipment - 6,641
Decrease/(increase) in loans to sub-franchisees 53,307 167,925
Interest received 18,985 24,501
Net cash used in investing
activities (283,922) (1,118,727)
Cash flows from financing
activities
Net proceeds from issue of ordinary share
capital 2,763 5,512,655
Repayment of lease liabilities (1,000,211) (355,208)
Repayment of borrowings (46,281) (142,240)
Interest paid (536,363) (586,396)
-------------------------------------------------------------------- --------------------- -------------
Net cash (used in)/from financing
activities (1,580,092) 4,428,811
Net (decrease)/increase in cash and cash
equivalents (2,218,762) 1,651,251
Exchange differences on cash balances (37,384) (16,765)
Cash and cash equivalents at beginning of
period 3,592,402 1,957,916
Cash and cash equivalents at end of period 1,336,256 3,592,402
-------------------------------------------------------------------- --------------------- -------------
Group Statement of Changes in Equity
for the year ended 31 December
2020
Share Currency Capital
reserve
Share premium Retained translation -
capital account earnings reserve own shares Total
GBP GBP GBP GBP GBP GBP
---------------------------- ---------- ----------- ------------- ------------ ----------- ------------
At 31 December 2018
(as previously reported) 764,111 31,829,463 (22,053,832) 199,337 (48,163) 10,690,916
Effect of change
in accounting policy
for initial application
of IFRS 16 - - (1,007,208) - - (1,007,208)
---------------------------- ---------- ----------- ------------- ------------ ----------- ------------
At 1 January 2019
- as restated 764,111 31,829,463 (23,061,040) 199,337 (48,163) 9,683,708
Shares issued 503,668 5,316,667 - - - 5,820,335
Expenses of share
issue - (307,680) - - - (307,680)
Share based payments - - 151,418 - - 151,418
Translation difference - - - (213,974) - (213,974)
Loss for the period - - (3,511,768) - - (3,511,768)
---------------------------- ---------- ----------- ------------- ------------ ----------- ------------
At 31 December 2019 1,267,779 36,838,450 (26,421,390) (14,637) (48,163) 11,622,039
Shares issued 2,763 - - - - 2,763
Share based payments - - 217,332 - - 217,332
Translation difference - - - (154,438) - (154,438)
Loss for the period - - (5,818,296) - - (5,818,296)
At 31 December 2020 1,270,542 36,838,450 (32,022,354) (169,075) (48,163) 5,869,400
---------------------------- ---------- ----------- ------------- ------------ ----------- ------------
1. ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared on the historical
cost basis, with the exception of certain financial instruments and
share based payments. The consolidated and Company financial
statements of DP Poland plc have been prepared in accordance with
International Financial Reporting Standards ('IFRS'), adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the
European Union, as they apply to the financial statements of the
Group for the year ended 31 December 2020 and applied in accordance
with the Companies Act 2006.. The financial statements have been
prepared in accordance with IFRS and IFRIC interpretations issued
and effective or issued and early adopted as at the time of
preparing these statements (June 2020). The preparation of
financial statements in accordance with IFRS requires the use of
certain critical accounting estimates. It also requires management
to exercise judgement in the process of applying the Company's
accounting policies.
2. REVENUE
Revenue is measured based on the consideration to which the
Group expects to be entitled in a contract with a customer and
excludes amounts collected on behalf of third parties. All of the
revenue is derived in Poland.
Corporate store sales: Contracts with customers for the sale of
products to end consumers include one performance obligation. The
Group has concluded that revenue from the sale of products should
be recognised at a point in time when control of the goods is
transferred to the consumer, which is the point of delivery or
collection. Sales are recorded approximately 30 minutes before
delivery. Revenue is measured at the menu price less any discounts
offered.
Royalties, franchise fees and sales to franchisees: Contracts
with customers for the sale of products include one performance
obligation, being the delivery of products to the end customer. The
Group has concluded that revenue from the sale of products should
be recognised at a point in time when control of the goods are
transferred to the franchisee, generally on delivery. Revenue is
recognised at the invoiced price less any estimated rebates. The
performance obligation relating to royalties is the use of the
Domino's brand. This represents a sales-based royalty with revenue
recognised at the point the franchisee makes a sale to an end
consumer. Revenue from franchisee fees is recognised when a
franchisee opens a store for trading or on completion of sale of
one or more stores to a third party, as this is the point at which
all performance obligations have been satisfied.
Rental income on leasehold property: Rental income arising from
leasehold properties where the lease is an operating lease is
recognised on a straight-line basis in accordance with the lease
terms. Rental payments are recognised over the period to which they
relate. Under IFRS 16 'leases' rents received under finance leases
are treated as capital repayments and interest receipts and are
excluded from revenues.
Revenue is divided into 'core revenues' and 'other
revenues' as follows:
2020 2019
GBP GBP
---------------------------------------------------- ----------- -----------
Core revenue 14,975,843 13,753,544
Other revenue - 253,115
14,975,843 14,006,659
---------------------------------------------------- ----------- -----------
Revenue is further analysed as follows:
2020 2019
GBP GBP
---------------------------------------------------- ----------- -----------
Corporate store sales 11,659,715 9,928,348
Fixtures and equipment sales to sub-franchisees - 253,115
Royalties and other sales to sub-franchisees 2,637,099 3,414,966
Rental income on leasehold property 679,029 410,230
14,975,843 14,006,659
---------------------------------------------------- ----------- -----------
3. SEGMENTAL REPORTING
The Board monitors the performance of the corporate stores and
the commissary operations separately and therefore those are
considered to be the Group's two operating segments. Corporate
store sales comprise sales to the public. Commissary operations
comprise sales to sub-franchisees of food, services and fixtures
and equipment. Commissary operations also include the receipt of
royalty income from sub-franchisees. The Board monitors the
performance of the two segments based on their contribution towards
Group EBITDA - excluding non-cash items, non-recurring items and
store pre-opening expenses. In accordance with IFRS 8, the
segmental analysis presented reflects the information used by the
Board. No separate balance sheets are prepared for the two
operating segments and therefore no analysis of segment assets and
liabilities is presented.
Operating Segment contribution
2020 2020 2019 2019
GBP GBP GBP GBP
------------------------------------- ------------ ------------ ------------ ------------
Corporate Commissary Corporate Commissary
stores stores
Revenues from external customers 11,659,715 3,316,128 9,928,348 4,078,311
Direct Costs - corporate
stores (9,905,873) (8,505,697)
Direct Costs - commissary (variable
cost only) (3,113,214) (3,000,260)
Store EBITDA 1,753,842 1,422,651
Commissary gross
profit 202,914 1,078,051
Total segment profit 1,956,756 2,500,702
Unallocated expenses (2,779,061) (2,919,970)
--------------------------------------- ------------ ------------
GROUP EBITDA - excluding non-cash items,
non-recurring items and store pre-opening
expenses (822,305) (419,268)
----------------------------------------------------- ------------ ------------ ------------
Commissary direct costs shown above do not include labour and
occupancy costs. These costs are shared across both segments as the
commissary supplies corporate stores as well as supplying
sub-franchisees. Corporate store direct costs include all costs
directly attributable to operating the stores. Store EBITDA
represents corporate store sales less store food costs and direct
store expenses.
4. LOSS BEFORE TAXATION
This is stated after charging / (crediting)
2020 2019
GBP GBP
--------------------------------------------- ------------------------------ ---------- ----------
Auditors and their - audit of company and group
associates' remuneration financial statements 39,473 38,393
- tax compliance
services 1,600 1,540
- reporting Accountant
services 95,000 -
- remuneration
Directors' emoluments and fees 318,100 344,633
Amortisation of intangible
fixed assets 131,355 129,906
Impairment of intangible
fixed assets 86,048 -
Depreciation of property, plant
and equipment 2,061,582 2,163,164
Impairment of property, plant
and equipment (209,523) (46,121)
Operating lease income from sub-franchisees (679,029) (410,230)
Foreign exchange gains
/(losses) 76,167 10,825
5. OTHER NON-CASH AND NON-RECURRING ITEMS
2020 2019
GBP GBP
-------------------------------------------- ------------ ----------
Director's redundancy costs (111,925) (155,087)
Acquisition - advisors and other expenses (1,085,572) -
Bad orders (55,661) (53,063)
Exceptional sub-franchisee bad debt charge (447,198) 103,172
Impairment of sub-franchisee
loans (482,048) -
IFRS 16 adjustment (53,153) -
Unrealised store projects - (10,204)
Loss on disposal of property,
plant and equipment - (55,104)
Other non-cash and non-recurring items (30,054) (19,232)
(2,265,611) (189,518)
-------------------------------------------- ------------ ----------
Non-recurring Items
Non-recurring items include items, which are not sufficiently
large to be classified as exceptional, but in the opinion of the
Directors, are not part of the underlying trading performance of
the Group.
6. TAXATION
2020 2019
GBP GBP
--------------------------------------------------- ------------ ------------
Current tax - -
Total tax charge in income
statement - -
---------------------------------------------------- ------------ ------------
The tax on the Group's loss before tax differs from the theoretical
amount that would arise using the tax rate applicable to profits
of the consolidated entities as follows:
2020 2019
GBP GBP
--------------------------------------------------- ------------ ------------
Loss before tax (5,818,296) (3,511,768)
Tax credit calculated at applicable rate
of 19% (1,105,476) (667,236)
Income taxable but not recognised in
financial statements 19,792 78,813
Income not subject to tax (77,478) (60,497)
Expenses not deductible for tax purposes 1,186,902 456,901
Tax losses for which no deferred income tax asset
was recognised (23,740) 192,019
Total tax charge in income
statement - -
---------------------------------------------------- ------------ ------------
The Directors have reviewed the tax rates applicable in the
different tax jurisdictions in which the Group operates. They have
concluded that a tax rate of 19% represents the overall tax rate
applicable to the Group.
7. LOSS PER SHARE
The loss per ordinary share has been calculated as follows:
2020 2020 2019 2019
GBP GBP
Weighted Profit Weighted Profit
average / (loss) average / (loss)
number after number after
of shares tax of shares tax
--------- ------------ ------------ ------------ ------------
Basic 251,228,264 (5,818,296) 232,432,469 (3,511,768)
Diluted 251,228,264 (5,818,296) 232,432,469 (3,511,768)
--------- ------------ ------------ ------------ ------------
The weighted average number of shares for the year excludes
those shares in the Company held by the employee benefit trust. At
31st December 2020 the basic and diluted loss per share is the
same, as the vesting of JOSS, SIP or share option awards would
reduce the loss per share and is, therefore, anti-dilutive.
8. INTANGIBLE ASSETS
Franchise
fees Capitalised
and intellectual Software loan Total
property
rights discount
Group GBP GBP GBP GBP
----------------------------- ----------------- --------- ------------ ----------
Cost:
At 31 December
2018 550,075 416,557 244,080 1,210,712
Foreign currency difference (24,623) (18,453) (5,783) (48,859)
Disposals 24,344 13,018 35,831 73,193
Transfers (1,545) (4,445) (5,349) (11,339)
At 31 December
2019 548,251 406,677 268,779 1,223,707
Foreign currency difference (8,054) (4,686) (2,546) (15,286)
Additions 158,454 23,827 16,669 198,950
Disposals - - (41,075) (41,075)
At 31 December
2020 698,651 425,818 241,827 1,366,296
------------------------------- ----------------- --------- ------------ ----------
Amortisation
At 31 December
2018 299,913 252,460 53,947 606,320
Foreign currency difference (14,170) (12,303) (2,931) (29,404)
Amortisation charged for
the year 45,756 56,852 27,298 129,906
Disposals - (1,547) (1,944) (3,491)
Transfers - - -
----------------------------- ----------------- --------- ----------
At 31 December
2019 331,499 295,462 76,370 703,331
Foreign currency difference (4,316) (3,829) (7,957) (16,102)
Amortisation charged for
the year 55,615 48,228 27,512 131,355
Impairment charge - - 86,048 86,048
-------------------------------
At 31 December
2020 382,798 339,861 181,973 904,632
------------------------------- ----------------- --------- ------------ ----------
Net book value:
At 31 December
2020 315,853 85,957 59,854 461,664
------------------------------- ----------------- --------- ------------ ----------
At 31 December
2019 216,752 111,215 192,409 520,376
9. PROPERTY, PLANT AND EQUIPMENT
Fixtures Assets
fittings
Leasehold and under
property equipment construction Total
Group GBP GBP GBP GBP
---------------------------------- ----------- ---------- ------------- ------------
Cost:
At 31 December
2018 5,117,799 4,727,650 28,371 9,873,820
Adjustment on adoption
of IFRS 16 9,388,181 - - 9,388,181
Foreign currency difference (643,491) (209,355) (1,429) (854,275)
Additions 1,044,966 184,734 333,412 1,563,112
Disposals (733,446) (386,868) - (1,120,314)
Transfers 28,539 296,587 (325,126) -
At 31 December
2019 14,202,548 4,612,748 35,228 18,850,524
Foreign currency difference (158,510) (57,044) (165) (215,719)
Additions 291,986 531,647 193,906 1,017,539
Disposals (180,742) (77,975) - (258,717)
Transfers 567,085 99,718 (209,311) 457,492
Adjustment to right-of-use asset
lease term (221,102) - - (221,102)
At 31 December
2020 14,501,265 5,109,094 19,658 19,630,017
------------------------------------ ----------- ---------- ------------- ------------
Depreciation:
At 31 December
2018 1,651,425 1,784,678 - 3,436,103
Adjustment on adoption
of IFRS 16 2,375,771 - 2,375,771
Foreign currency difference (422,896) (85,026) - (507,922)
Depreciation charged for
the year 1,415,927 747,237 - 2,163,164
Impairment - (46,121) - (46,121)
Disposals - (397,155) - (397,155)
At 31 December
2019 5,020,227 2,003,613 - 7,023,840
Foreign currency difference (58,459) (34,593) - (93,052)
Depreciation charged for
the year 1,348,504 713,078 - 2,061,582
Impairment (142,242) (67,281) - (209,523)
Disposals - (105,555) - (105,555)
At 31 December
2020 6,168,030 2,509,262 - 8,677,292
------------------------------------ ----------- ---------- ------------- ------------
-
Net book value:
At 31 December
2020 8,333,235 2,599,832 19,658 10,952,725
------------------------------------ ----------- ---------- ------------- ------------
At 31 December
2019 9,182,321 2,609,135 35,228 11,826,684
Included in the net book value of leasehold property at 31
December 2020 are Right-of-Use assets relating to leases totalling
GBP5,173,815 (2019: GBP5,807,783).
10. SHARE CAPITAL
2020 2019
GBP GBP
--------------------------------- ------------- ---------- ---------- --------------
Called up, allotted and
fully paid:
Ordinary shares of 0.5
254,108,324 (2019: 253,555,798) pence each 1,270,542 1,267,779
----------------------------------- --------------------------- ---------- --------------
Movement in share capital during
the period
Nominal
Number value Consideration
GBP GBP
--------------------------------- ------------- ---------- ---------- --------------
At 31 December
2018 152,822,131 764,111 34,872,569
Placing February
2019 96,666,666 483,333 5,800,000
Management share awards
2019 557,261 2,786 2,786
Share options exercised
2019 3,509,740 17,549 17,549
At 31 December
2019 253,555,798 1,267,779 40,692,904
Management share awards
2020 413,295 2,067 2,067
Share options exercised
2020 139,231 696 696
At 31 December
2020 254,108,324 1,270,542 40,695,667
--------------------------------- ------------- ---------- ---------- --------------
The Company does not have an authorised share capital.
11. EVENTS AFTER THE BALANCE SHEET DATE
a) Reverse Acquisition
With effect from 8 January 2021, the Company became the legal
parent of Dominium S.A.. The aggregate consideration paid by the
legal acquirer was GBP23,871,998 satisfied by the issue of
283,766,661 new ordinary shares of the Company issued at 8p per
ordinary share and GBP1,170,665 by way of a 1.3m EUR loan note
issued in favour of Malaccan Holdings Ltd the former owner of
Dominium S.A..
Under IFRS 3, due to the relative values of the companies, the
transaction is treated as a reverse acquisition with Dominium S.A.
as the accounting acquirer and the pre-acquisition DP Poland Group
as the accounting acquiree. Malaccan Holdings Ltd became the
majority shareholder with approximately 52.8% of the share capital
of the enlarged Group at the time of the transaction. Malacan
Holdings Ltd has subsequently reduced its holding to 45% of the
issued share capital."
The Directors believe that the combination of the two businesses
will place the Company within the top three pizza chains in Poland
in terms of stores and restaurants. The acquisition will almost
double the number of stores within the Company's portfolio and will
provide a basis for further expansion and market penetration into
new cities and towns. There are a number of cost savings and
synergies which are expected to arise from the acquisition.
b) Issue of ordinary shares
On 07 January 2021 the Company completed a placing of 19,965,361
new ordinary shares and a subscription of 23,784,639 new ordinary
shares with certain existing and new investors, at a price of 8
pence per share raising a total of GBP3.5 million before
expenses.
The fair value of the assets and liabilities acquired by the
accounting acquirer are as follows:
8 January
2021
GBP'000
Intangible assets 462
Property, plant and equipment 5,779
Leases - right of use
assets 5,174
Inventories 442
Trade and other receivables 2,494
Cash and cash
equivalents 1,336
Trade and other
payables (3,414)
Borrowings (92)
Lease liabilities (6,312)
Total identifiable net
assets 5,869
Goodwill on acquisition of the
DP Poland Group 12,554
Consideration paid by the accounting
acquirer 18,423
Any fair value adjustments to the assets and liabilities above
are still being considered.
Acquisition expenses
The advisors' and other costs incurred by DP Poland plc (the
legal acquirer) in acquiring Dominium S.A. amounted to GBP1,129,643
of which GBP1,085,573 was incurred during 2020. The expense is
presented in the Group Income Statement under 'Other non-cash and
non-recurring items'.
Intangible assets
The intangible assets acquired by the accounting acquirer relate
to: Franchise fees, intellectual property rights, software and the
capitalised loan discount relating to sub-franchisee loans
Trade and other receivables
The Directors consider that the gross contractual amounts of
trade receivables and loan receivables are not materially different
to the fair values
Borrowings
As part of the reverse acquisition DP Poland plc (the legal
acquirer) issued a EUR1.3 million loan note in favour of Malaccan
Holdings Ltd the former owner of Dominium S.A.. In addition,
outstanding debt of EUR6.2 million (approximately GBP5.6 million)
that was previously due from Dominium to Malaccan Holdings under
certain existing Shareholder Loans was converted into a further
unsecured loan note of EUR6.2 million being issued to Malaccan
Holdings on the same terms and in substitution for that outstanding
debt. In aggregate, therefore, EUR7.5 million Loan Notes were
issued by DP Poland plc and remain outstanding to Malaccan Holdings
upon completion of the acquisition of Dominium S.A.. The Loan Notes
are not convertible.
Goodwill
The goodwill recognised by the accounting acquirer is equal to
the consideration (as determined under IFRS 3) which was paid by
the accounting acquirer less the fair value of the assets and
liabilities acquired with the accounting acquiree. The goodwill
recognised is made up by the expected synergies of the enlarged
business and it is expected that the improved scale of the enlarged
business will help the Company to achieve its objective of becoming
a market leader in Poland.
Results of Dominium S.A. - the accounting acquirer
The results of Dominium have not been included in the
consolidated statement of comprehensive income for the year ended
31 December 2020 because the acquisition became effective after the
balance sheet date. If the accounting acquirer had been a member of
the Group from the beginning of the year, it would have contributed
revenues of GBP13,982,727 and net loss for the period of
GBP3,007,356.
12. ANNUAL GENERAL MEETING
The Annual General Meeting of the members of DP Poland plc will
be held at The Foster, Room, West Meon Village Hall, West Meon,
Hampshire, GU32 1LH, at 9.00 a.m. on 30 July 2021.
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