TASTE HOLDINGS LIMITED - Unaudited Condensed Conso12 Oct 2016
TAS 201610120006A
Unaudited Condensed Consolidated Results for the six months ended 31 August 2016

Taste Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2000/002239/06)
JSE code: TAS ISIN: ZAE000081162
(“Taste” or “the company” or “the group”)


UNAUDITED CONDENSED CONSOLIDATED RESULTS FOR THE SIX MONTHS ENDED 31
AUGUST 2016


Salient features and highlights
   -     Core revenue increased by 15% to R519.3 million (2015: R451.0 million)
   -     System-wide sales increased 7.25% to R858 million (2015: R800 million)
   -     Core EBITDA loss of -R10.0 million (2015: profit R17.5 million)
   -     Core headline loss per share of -6.2 cents (2015: headline earnings per share 0.1 cents)
   -     Net tangible asset value per share increased to 111 cents (2015: 95 cents)
   -     Converted further Domino’s stores – 87 trading to date
   -     Successfully launched Starbucks Coffee in April 2016 – 3 stores trading to date
   -     Same-store sales in the Luxury Goods Division increased by 25%

CONDENSED GROUP CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                                        Unaudited      Unaudited        Audited
                                                       six months     six months      12 months
                                                            ended          ended          ended
                                                        31 August      31 August    29 February
                                               %             2016           2015           2016
                                          change            R'000          R'000          R'000

Revenue (3)                                   9%          529,175        485,530      1,062,829
Cost of sales                                           (328,580)      (303,117)      (652,865)
Gross profit                                 10%          200,595        182,413        409,964
Other income                                                  415             57             30
Operating costs                              13%        (242,172)      (213,576)      (488,697)
Operating loss                              -32%         (41,162)       (31,106)       (78,703)
Investment revenue                                         11,762          4,721         14,597
Finance costs                                            (16,104)       (12,390)       (27,050)
Loss before taxation                        -17%         (45,504)       (38,775)       (91,156)
Taxation                                                   11,142          9,072         17,055
Loss for the period                         -16%         (34,362)       (29,703)       (74,101)
Other comprehensive income                                      -              -             -
Non-controlling interest                                     (52)          (213)        (1,705)
Total comprehensive loss for the period     -15%         (34,414)       (29,916)       (75,806)
Attributable to:
Equity holders of the company               -15%         (34,414)       (29,916)       (75,806)
Loss per share attributable to equity
equity holders of the company
Loss per share (cents)                       13%            (9.2)         (10.6)         (24.2)
Diluted loss per share (cents)               15%            (9.0)         (10.6)         (23.9)
Dividends declared per share (cents)                            -             -              -


CONDENSED GROUP CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                                       Unaudited     Unaudited       Audited
                                                       31 August     31 August   29 February
                                                            2016          2015          2016
                                                           R'000         R'000         R'000


ASSETS
Non-current assets                                        585,421      453,213       531,628                                   
 Property, plant and equipment (13)                       185,551      146,513       159,767
 Intangible assets (14)                                   117,771       98,112       117,180
 Goodwill                                                 112,927      112,090       108,967
 Net investment in Finance lease (15)                      11,122            -        10,742                          
 Other financial assets (16)                               86,019       82,851        78,324
 Deferred tax (17)                                         72,031       13,647        56,648

Non-current assets held for sale (18)                         181        9,989         3,459

Current assets                                            526,520      468,395       593,319
 Inventories (19)                                         344,379      272,980       289,245
 Net investment in Finance lease (15)                         495            -           459
 Trade and other receivables                               78,118       90,559        88,996
 Current tax receivables                                    4,258          426         3,610
 Advertising levies                                         7,395       10,255         5,444
 Other financial assets (16)                                2,520        3,957         2,921
 Cash and cash equivalents                                 89,355       90,218       202,644


Total assets                                            1,112,122      931,597     1,128,406


EQUITY AND LIABILITIES
Equity attributable to holders of company                 624,260      475,089       654,652
 Share capital                                                  4            3             4
 Retained earnings                                          2,825       83,342        37,239
 Share premium (20)                                       611,777      387,192       611,188
 Equity-settled share-based payment reserve                 9,654        4,552         6,221

Non-controlling interest                                    1,226        (744)         1,174

Non-current liabilities                                   297,863      249,326       295,802              
 Borrowings (21)                                          253,499      225,415       248,906
 Lease equalisation (22)                                    6,517        2,117         6,517
 Deferred tax                                              37,847       21,794        40,379

Current liabilities                                       188,773      207,926       176,778
 Current tax payable                                        4,216        3,241         3,805
 Bank overdrafts                                           45,856       18,917        32,148
 Borrowings (21)                                            5,552        5,315         6,984
 Lease equalisation (22)                                    5,798        3,819         4,495
 Other financial liabilities (23)                                 -     11,754             -
 Trade and other payables                                 127,351      164,880       129,346


Total equity and liabilities                            1,112,122      931,597     1,128,406

Number of shares in issue ('000)                          375,189      301,858       374,917
Net asset value per share (cents)                           166.7        157.1         174.9
Net tangible asset value per share (cents) (24)             111.1         95.2         120.6


CONDENSED GROUP CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY

                                                             
                                                                  Equity-                       Total
                                                                  settled                attributable
                                                                   share-                          to
                                                         Total      based                      equity          Non-
                                  Share       Share      share    payment    Retained         holders   controlling
                                capital     premium    capital    reserve    earnings    of the group      interest       Total
                                  R’000       R’000      R’000      R’000       R’000           R’000         R’000       R’000

Balance at 31 August 2015             3     387,192    387,195      4,552      83,342         475,089         (744)     474,345

Share issue (20)                      1     223,830    223,831          -           -         223,831             -     223,831

Options exercised                     -         166        166          -           -             166             -         166
Share based payment
reserve                               -           -          -      1,669           -           1,669             -       1,669
Comprehensive income for
the period                            -           -          -          -    (46,103)        (46,103)         1,918    (44,185)

Balance at 1 March 2016               4     611,188    611,192      6,221      37,239         654,652         1,174     655,826

Share issue                           -           -          -          -           -               -             -           -

Options exercised                     -         589        589          -           -             589             -         589

Dividends paid                        -           -          -          -           -               -             -           -
Share based payment
reserve                               -           -          -      3,433           -           3,433             -       3,433
Comprehensive loss for the
period                                -           -          -          -    (34,414)        (34,414)            52    (34,362)

Balance at 31 August 2016             4     611,777    611,781      9,654       2,825         624,260         1,226     625,486


CONDENSED GROUP CONSOLIDATED STATEMENT OF CASH FLOWS

                                                            Unaudited    Unaudited        Audited
                                                           six months   six months      12 months
                                                                ended        ended          ended
                                                            31 August    31 August    29 February
                                                                 2016         2015           2016
                                                                R'000        R'000          R'000


Cash flows from operating activities                         (73,420)     (49,906)      (140,864)                                          
 Cash utilised in operating activities  (25)                 (62,068)     (26,331)       (93,479)
 Investment revenue                                            11,762        4,721         14,597
 Finance costs                                               (16,104)     (12,390)       (27,050)
 Dividends paid                                                     -     (19,133)       (19,142)
 Taxation paid                                                (7,010)       3,227        (15,790)

Cash flows from investing activities                         (57,327)    (124,496)      (183,408)                                                 
 Acquisition of property, plant and equipment (26)           (33,978)     (51,992)       (77,865)
 Proceeds of disposals of property, plant and equipment           249           13            382
 Acquisition of non-current assets held-for-sale                (181)      (2,811)        (4,587)
 Disposal of non-current assets held-for-sale (18)              3,459            -            319                          
 Acquisition of business (27)                                (13,709)      (1,721)        (4,378)
 Investment in finance lease (15)                               (416)            -       (11,201)
 Loans advanced (16)                                          (7,293)     (58,840)       (57,098)
 Loans repaid                                                       -            -          3,818
 Acquisition of intangible assets (14)                        (5,458)      (9,145)       (32,798)


Cash flows from financing activities                            3,750      200,962        450,119                                  
 Proceeds from issue of shares (20)                               589      104,558        328,554
 Loans raised                                                       -       98,122        119,000
 Loans paid                                                     3,161      (1,718)          2,565


Change in cash and cash equivalents                         (126,997)       26,560        125,847
Cash acquired from business acquisition                             -            -           (92)
Cash and cash equivalents at beginning of the period          170,496       44,741         44,741
Cash and cash equivalents at end of the period                 43,499       71,301        170,496


CONDENSED GROUP CONSOLIDATED SEGMENTAL REPORT

                                                                                    Inter-
                                                                                   segment
                                             Food     Jewellery     Corporate     division
Unaudited                                division      division      services     revenues        Total
six months ended 31 August 2016             R’000         R’000         R’000        R’000        R’000
Revenue                                   265,783       296,483        10,000     (43,091)      529,175
EBITDA                                   (41,446)        25,626       (8,900)            -     (24,720)
Segment depreciation and amortisation    (11,774)       (3,851)         (817)            -     (16,442)
Operating (loss)/profit                  (53,220)        21,775       (9,717)            -     (41,162)
Investment revenue                          5,904           275        27,872     (22,289)       11,762
Finance costs                            (17,100)       (7,601)      (13,692)       22,289     (16,104)
Profit before taxation                   (64,416)        14,449         4,463            -     (45,504)
Segment assets                            541,363       468,835       101,924            -    1,112,122
Segment liabilities                       130,795       258,754        97,086            -      486,635
Segment capital expenditure                23,100        11,328            84            -       34,512


Unaudited
six months ended 31 August 2015
Revenue                                   283,613       229,883        10,500     (38,466)      485,530
EBITDA                                   (21,060)        13,858      (10,290)            -     (17,492)
Segment depreciation and amortisation     (9,600)       (3,175)         (839)            -     (13,614)
Operating profit/(loss)                  (30,660)        10,683      (11,129)            -     (31,106)
Investment revenue                          1,681           248        17,461     (14,669)        4,721
Finance costs                            (11,023)       (5,675)      (10,361)       14,669     (12,390)
Profit before taxation                   (40,002)         5,256       (4,029)            -     (38,775)
Segment assets                            438,247       389,363       103,987            -      931,597
Segment liabilities                       127,310       212,042       117,900            -      457,252
Segment capital expenditure                46,131         6,051            10            -       52,192


Audited
year ended 29 February 2016
Revenue                                   544,291       570,509        12,249     (64,220)    1,062,829
EBITDA                                   (90,126)        60,138      (19,595)            -     (49,583)
Segment depreciation and amortisation    (20,893)       (6,573)       (1,654)            -     (29,120)
Operating profit/(loss)                 (111,019)        53,565      (21,249)            -     (78,703)
Investment revenue                          5,693           658        35,594     (27,348)       14,597
Finance costs                            (20,079)      (11,423)      (22,896)       27,348     (27,050)
Profit before taxation                  (125,405)        42,800       (8,551)            -     (91,156)
Segment assets                            497,017       416,219       215,170            -    1,128,406
Segment liabilities                       129,434       212,378       130,768            -      472,580
Segment capital expenditure                67,064        11,652            40            -       78,756

Notes to the financial information

 1. Reconciliation of headline earnings
                                                                        31 August    31 August   29 February
                                                                  %          2016         2015          2016
                                                             change         R'000        R'000         R'000
Reconciliation of headline loss:
Loss attributable to ordinary shareholders                     -15%      (34,414)     (29,916)      (75,806)
Adjusted for:
Impairment losses                                                             705            -        14,812

(Profit)/loss on sale of property, plant and equipment and
non-current assets available for sale                                        (55)         200          1,259
Tax effect on headline loss adjustments                                        10        (37)          (235)

Headline loss attributable to ordinary shareholders            -13%      (33,754)    (29,753)       (59,970)
Adjusted for:
Legal fees                                                                      -       2,856          2,869                                             
Transaction costs and other once-off costs (2)                                694       8,769         12,846
Once-off and upfront Domino's Pizza and Starbucks costs (2)                13,986      27,433         70,468
Tax effect on core earnings adjustments                                   (4,110)     (9,100)       (21,473)
Core headline (loss)/earnings                                            (23,184)         205          4,740

Weighted average shares in issue ('000) (12)                              375,981     282,952        312,615
Weighted average diluted shares in issue ('000)                           381,618     283,312        316,766
Loss per share (cents)                                         13%          (9.2)      (10.6)         (24.2)
Diluted loss per share (cents)                                 15%          (9.0)      (10.6)         (23.9)
Headline loss per share (cents)                                14%          (9.0)      (10.5)         (19.2)
Diluted headline loss per share (cents)                        16%          (8.8)      (10.5)         (18.9)
Core headline (loss)/earnings                                            (23,184)         205          4,740
Core headline (loss)/earnings per share (cents)                             (6.2)         0.1            1.5


2. Core earnings

As with previous periods the group discloses core/normalised earnings. The company uses this
core earnings measure to internally evaluate operating performance, to evaluate itself against its
peers, and to determine future performance targets and long-range planning. Additionally, the
company believes that stakeholders covering the company’s performance also utilise a similar
measure. Taste will disclose this financial measure for as long as it is relevant to stakeholders.

Core earnings exclude Domino’s and Starbucks costs, as well as other once-off costs and
revenues. Domino’s costs include upfront costs relating to the launching of the Domino’s brand,
the establishment of dough production and distribution facilities (including the temporary Domino’s
ingredient subsidy as ingredient suppliers and specifications are localised) and the conversion of
the Scooters Pizza and St Elmo’s stores to Domino’s stores which includes opening corporate-
owned training stores required for the conversion and the interest thereon. Starbucks costs
include costs incurred with regards to establishing the Starbucks brand in South Africa such as,
initial training and travel; employment costs of a dedicated Starbucks team well in advance of the
first store opening; pre-opening marketing and market research; and establishing IT and other
infrastructure.

The core adjustment for the current period mainly comprises of:
[1] Starbucks pre-opening people costs (including travel) of R3.3 million (2015: R1.3 million) and
Starbucks marketing and launch related costs of R4.9 million. (2015: Rnil);
[2] Domino’s costs relating to the conversion of further stores during the current period of R2.3
million (2015: R23.4 million) and a final ‘sun-setting’ write-off relating to St Elmo’s and Scooters
Pizza of R3.4 million (2015: Rnil)
[3] Lease smoothing of R0.5 million (2015: R2.1 million)

The group anticipates that the future core adjustments will consist predominantly of pre-opening
or other expenses relating to corporate-owned stores in the group; lease smoothing; and other
material once-off costs or revenues should they arise.


The detail of the reconciliation to core earnings is disclosed with reference to this note 2, and the table
below:

CONDENSED GROUP CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
RECONCILIATION TO CORE EARNINGS

                                                             Unaudited                          Unaudited       Unaudited
                                                            Six months                         Six months      six months
                                                                 ended    Core earnings         31 August       31 August
                                                 Core        31 August       adjustment     Core earnings   Core earnings
                                             earnings             2016             2016              2016            2015
                                             % change            R'000            R'000             R'000           R'000

Revenue (2) (3) (4)                               15%          529,175          (9,900)           519,275         451,030
Cost of sales (3)                                            (328,580)            9,900         (318,680)       (268,617)
Gross profit (5)                                  10%          200,595                -           200,595         182,413
Other income                                                       415                -               415              57
Operating costs (2) (6)                           28%        (225,730)           14,680         (211,050)       (164,906)
EBITDA (7)                                      -157%         (24,720)           14,680          (10,040)          17,564
Amortisation and depreciation (8)                             (16,442)                -          (16,442)        (12,245)
Operating (loss)/profit                         -598%         (41,162)           14,680          (26,482)           5,319
Investment revenue (9)                           149%           11,762                -            11,762           4,721
Finance costs (10)                                65%         (16,104)                -          (16,104)         (9,757)
(Loss)/profit before taxation                                 (45,504)           14,680          (30,824)             283
Taxation                                                        11,142          (4,110)             7,032            (27)
(Loss)/profit for the period                                  (34,362)           10,570          (23,792)             256

Other comprehensive income                                           -                -                 -               -                          
Minority shareholders (11)                                        (52)                -              (52)           (213)
Total comprehensive (loss)/income for the period              (34,414)           10,570          (23,844)              43

Attributable to:
Equity holders of the company                                 (34,414)           10,570          (23,844)              43
(Loss)/earnings per share attributable to equity
the company
(Loss)/earnings per share (cents)                                (9.2)              2.8             (6.3)             0.0
Diluted (loss)/earnings per share (cents)                        (9.0)              2.8             (6.2)             0.0
Dividends declared per share (cents)                                -                 -                 -               -

Reconciliation of headline earnings:
 (Loss)/earnings attributable to ordinary
 shareholders                                                 (34,414)           10,570          (23,844)              43
 Adjusted for:
 Impairment losses                                                 705                -               705               -
 (Profit)/loss on sale of property, plant and
 equipment and non-current assets available for
 sale                                                             (55)                -              (55)             200

 Tax effect on headline earnings adjustments                        10                -                10            (37)
 Headline (loss)/earnings attributable to
 ordinary shareholders                                        (33,754)           10,570          (23,184)             205


 
Weighted average shares in issue ('000) (12)                   375,981          375,981           375,981         282,952                                                                                                
Weighted average diluted shares in issue ('000)                381,618          381,618           381,618         283,312
   
(Loss)/earnings per share (cents)                                (9.2)              2.8             (6.3)             0.0
Diluted (loss)/earnings per share (cents)                        (9.0)              2.8             (6.2)             0.0
Headline (loss)/earnings per share (cents)                       (9.0)              2.8             (6.2)             0.1
Diluted headline (loss)/earnings per share (cents)               (8.8)              2.8             (6.1)             0.1
                                                                 

CONDENSED GROUP CONSOLIDATED SEGMENTAL REPORT OF CORE EARNINGS

                                                            Unaudited      Unaudited        Audited
                                                           six months     six months      12 months
                                                                ended          ended          ended
                                                            31 August      31 August    29 February
                                                %                2016           2015           2016
                                           change               R'000          R'000          R'000
Core revenue
Food                                           3%             255,883        249,113        492,191
Jewellery                                     29%             296,483        229,883        570,509
Corporate Services (29)                       -5%              10,000         10,500         12,249
                          (28)
Inter-segment revenues                        12%            (43,091)       (38,466)       (64,220)
Group core revenue                            15%             519,275        451,030      1,010,729
Core EBITDA
Food                                        -437%            (26,445)          7,837        (4,578)
Jewellery                                     32%              25,306         19,199         69,600
Corporate Services (29)                       -6%             (8,901)        (9,472)       (17,750)
Group core EBITDA                           -157%            (10,040)         17,564         47,272
Core operating profit
Food                                       -9600%            (38,219)          (394)       (23,823)
Jewellery                                     34%              21,455         16,024         63,027
Corporate Services (29)                       -6%             (9,718)       (10,311)       (19,404)
Group core operating (loss)/profit          -598%            (26,482)          5,319         19,800


  3. The prior period (“2015”) revenue and cost of sales have been reduced by R4.8 million
     respectively, which represents the marketing royalties in corporate-owned stores that were not
     eliminated from revenue and cost of sales respectively. This restatement has no impact on the
     2015 profit.
  4. The 15% increase in group core revenue for the period ended 31 August 2016 (“the current
     period” or “2016”) is attributable mainly to the stellar same-store sales increase in luxury goods
     of 25% over the prior period.
  5. Core gross profit increased by 10% over 2015, despite the margin declining from 40.4% in the
     prior period to 38.6% in the current period. This decrease is due to lower margins achieved in
     the Luxury Goods Division in order to attract higher sales, and a lower margin in the Food
     Division primarily as a result of margin absorption by the food distribution business.
  6. Both divisions contributed to the nominal increase in core operating costs. Core group
     operating costs as a percentage of revenue increased to 40.2% (2015: 36.5%), due to an
     increase in costs in the Food Division. The Luxury Goods Division continued its stellar
     performance, with costs as a percentage of its revenue improving 1.7 percentage points to
     30.7% (2015: 32.4%). Operating costs as a percentage of revenue in the Food Division
     increased to 49.9% (2015: 36.6%). Within the Food Division the corporate store operating cost
     margin improved markedly over the prior period and the distribution operating cost margin was
     unchanged. The margin increase is therefore attributable to costs in the franchise business that
     are related to building the senior teams in order to establishing Starbucks and Domino’s.
  7. The company uses core earnings before interest, taxation, depreciation and amortisation
     (“EBITDA”) as a key internal measure to evaluate performance; for peer group comparisons; for
     performance targets and to determine long-range planning. As expected, the core EBITDA loss
     for the current period was -R10 million (2015: profit R17.5 million), attributable wholly to the
     Food Division as it establishes Starbucks and Domino’s.
  8. The increase of R4.2 million in depreciation and amortisation is due to the increased number of
     corporate-owned stores compared to the prior year, including the two Starbucks stores opened
     in the current period.
9. The increase in investment revenue is consequent to:
    - R226 million raised through a fully subscribed rights offer in November 2015;
    - R25 million notes issued on 8 September 2015 in terms of the group’s Domestic Medium
       Term Note (“DMTN”) programme.
    - Notional interest charged, in terms of IFRS, on contributions made to pizza franchisees for the
         conversion of their Scooters Pizza and/or St Elmo’s stores to Domino’s Pizza stores.
10. The difference in the finance cost is mainly attributable to the additional R100 million notes that
    were issued during the financial year ended 28 February 2016.
11. This relates to a shareholding by the Luxury Goods Division of 58% in a company that owns four
    NWJ stores.
12. The change in the weighted average number of shares in issue is as a result of:
       - 31 073 773 shares issued in April 2015. Shareholders are referred to the SENS
           announcement released on 21 April 2015 for further details.
       - 1 726 727 shares issued to the Arthur Kaplan vendors in the prior period as part payment
           of the additional purchase price consideration in terms of the purchase and sale
           agreement.
       - Share options exercised by participants of the Taste Holdings Limited share option
           scheme.
       - 75 464 476 shares issued in November 2015. Shareholders are referred to the SENS
           announcement released on 13 October 2015 for further details.
13. The increase in property, plant and equipment over the prior period relates to the following
    capital expenditures:
       - Acquisition and construction of corporate stores opened in the Food and Luxury Goods
           Divisions.
       - Acquisition of the property in Midrand where the dough manufacturing and food
           distribution facilities are located.
14. The increase in intangible assets over the prior period relates to contributions made to Scooters
    and St Elmo’s franchisees for the conversion of their stores to Domino’s, as well as investments
    made in Domino’s online ordering and My Starbucks Rewards, still to launch.
15. This amount represents the value of ovens and other pizza equipment being leased to
    franchisees that have converted their store to Domino’s Pizza.
16. Other financial assets consist of:
       - Loans made to marketing funds of brands within the group, including pre-funding the
           Domino’s marketing fund through a loan. These loans attract interest and are repayable.
       - Extended payment terms given to franchisees of the group, including the majority of the
           contributions made to Scooters and St Elmo’s franchisees for the conversion of their
           stores to Domino’s. In terms of IFRS the remaining portion of these contributions is
           disclosed under intangible assets.
17. The increase in the deferred tax asset over the prior period is due to the recognition of additional
    tax losses incurred by the Food Division, which will be available for offset against future profits.
18. Periodically the group operates outlets where the short term intention is to sell them to
    franchisees. The decrease in this balance from the prior period is consequent to the decision
    made to exit corporate store ownership in Maxi’s and The Fish & Chip Co in order to focus
    exclusively on Domino’s and Starbucks corporate stores. These stores have either been closed
    or sold.
19. The increase of R71.3 million in inventories comprises almost entirely (R69.7 million) of an
    increase in inventory in the Luxury Goods Division pursuant to the increase in sales in that
    division.
20. The increase in share premium from the prior period is consequent to the shares issued per
    note 12.
21. The increase in borrowings from the prior period is due to the additional notes issued under the
    DMTN programme (see note 9).
22. With the substantial increase in additional corporate store ownership across both divisions,
    lease rentals are now a material expense to the group and the lease smoothing charge in terms
    of IAS17 is disclosed separately. This is a non-cash item and is excluded from core earnings.
23. The amount in the prior period represents the remaining obligation to the vendors in terms of the
    purchase and sale agreement relating to Arthur Kaplan which was extinguished in September
    2015.
24. Net tangible asset value per share is calculated by excluding goodwill, intangible assets and the
    deferred taxation liability relating to intangible assets, from net asset value.
25. Cash utilised in operating activities for the current period includes the costs and working capital
    associated thereto in terms of the core adjustment (see note 2).
26. Property, plant and equipment purchased during the current period pertains mainly to additional
    corporate-owned stores in the Food Division (including Starbucks outlets) to the value of R18.7
    million as well as the Luxury Goods Division of R10.7 million.
27. Acquisition of NWJ stores
    Goodwill arose on the acquisition of the assets of four NWJ stores between March 2016 and
    April 2016. The rationale for this acquisition is consistent with the brands strategy of:
           - expanding its corporate store ownership; and
           - retaining key strategic sites.

    The fair value of assets and liabilities acquired is set out below:

                                                                                           R'000
     Property, plant and equipment                                                           535
     Inventory                                                                             5,468
     Fair value of assets acquired                                                         6,003
     Consideration paid                                                                  (7,617)
     In cash                                                                             (3,985)
     Balance owed by vendors                                                             (3,631)
     Goodwill acquired                                                                     1,614

    During the period that these stores were owned they contributed R4.81 million to revenue and
    R0.8 million to operating profit. The revenue and operating profit as if these stores were owned
    for a full year cannot be disclosed, as complete and compliant financial records of these stores
    prior to the date that they were acquired could not be obtained. None of the goodwill acquired is
    expected to be deductible for income tax purposes. The purchase price allocation has been
    disclosed as provisional, as permitted by IFRS3 Business Combinations and will be finalised
    within 12 months of acquisition date.

    Acquisition of Domino’s Pizza stores
    During the current period the Food Division acquired the assets of four Domino’s Pizza outlets in
    order to expand its corporate store footprint.

    The fair value of assets and liabilities acquired is set out below:

                                                                                            R'000
     Property, plant and equipment                                                          3,738
     Fair value of assets acquired                                                          3,738
     Consideration paid                                                                   (6,092)
     Balance owed by vendors                                                              (6,092)
     Goodwill acquired                                                                      2,354

    During the period that these stores were owned they contributed R4.1 million to revenue and
    R0.1 million to operating profit. The revenue and operating profit as if these stores were owned
    for a full year cannot be disclosed, as complete and compliant financial records of these stores
    prior to the date that they were acquired could not be obtained. None of the goodwill acquired is
    expected to be deductible for income tax purposes. The purchase price allocation has been
    disclosed as provisional, as permitted by IFRS3 Business Combinations and will be finalised
    within 12 months of acquisition date.
28. This refers to interdivisional revenues in the Food and Corporate Services divisions that are
    eliminated on consolidation.
29. Corporate Services includes costs associated with JSE compliance, corporate activity, fund
    raising, non-executive fees, group CSI activities and salaries of the CEO, CFO, group
    Commercial Executive with ancillary payroll costs.


COMMENTS FROM THE CEO
The last six months has seen some of the greatest gains made in our licensed brand strategy. Our
Domino’s business has started to settle down post conversion and we have seen average weekly
sales rise 17% since March 2016. We launched Starbucks in April to unprecedented consumer
interest and all three trading stores are trading well ahead of our original investment cases and
forecasts. For the four months of trading during the current period, the first two stores generated a
combined revenue of R18 million and are already producing positive four-wall EBITDA, despite the
expected control challenges associated with a new business. Our Luxury Goods Division turned in
same-store sales growth of 25%, driven by sales of globally leading licenced watch brands. An
exceptional performance.

Our investment in executive capacity during the last 12 months is the driving force behind our ability to
launch two globally leading food brands at almost the same time. The Starbucks launch has been
lauded by Starbucks around the globe and, as South Africans, we can proudly say that we have
already set some records within this globally admired brand. With such material outward
improvements we are reminded that both Starbucks and Domino’s are, combined, less than two years
old in South Africa, and are essentially start-up businesses. While we are still on track to achieve an
EBITDA breakeven in our Starbucks business by the fifth store - a remarkable achievement in itself -
we acknowledge that our short term earnings will remain under pressure as we are committed to the
growth potential of these globally leading brands in South Africa. We continue to focus inwardly to
unlock the potential of these opportunities as these currently also represent the best available return
on capital opportunities we see in the market.


GROUP OVERVIEW
The board of directors of Taste (“the Board”) present the unaudited condensed consolidated financial
results for the six months ended 31 August 2016 (“the current period”). Taste is a South African
based management group that owns and licenses a portfolio of franchised and owned, category
specialist and formula driven quick service restaurant (“QSR”), coffee and luxury retail brands housed
within two divisions: Food and Luxury Goods. The group is strategically focussed on licensing leading
global brands; leveraging scale among its ‘low cost’ food brands; increasing ownership of corporate-
owned stores across both divisions; and supporting this growth through a leveraged shared resources
and vertically integration platform.

In the last six months the group made further advances against these strategies through: [1]
successfully launching Starbucks Coffee in April, opening two stores that month; [2] finalising the
conversion of Scooters Pizza and St Elmo’s to Domino’s Pizza to the extent that to date there remain
just two more conversion opportunities; [3] extended the scale of our food distribution business by
distributing all of the product utilised in our Starbucks business; [4] turning our locally owned business
to positive same-store sales among all three brands during the current period; and [5] extending our
market leading representation of luxury watch Swiss brands through an additional premium watch
outlet in Mall of Africa and adding Cartier, IWC and Montblanc to our existing stable of luxury Swiss
watch brands.

Group system-wide sales increased 7.25% to R858 million which translated into a core revenue
increase of 15% to R519 million for the six month period. R18 million additional core gross profit was
added, when compared to the prior period – representing a 10% increase. As expected during this
start-up phase, the exceptional EBITDA performance by the Luxury Goods Division was
counterbalanced by the investment in the Food Division – most obviously reflected in the increase in
operating costs. The group recorded an expected core EBITDA loss of R10 million for the six month
period. The group is focussed on building partner capacity for next year’s expansion of Starbucks, and
Domino’s and on leveraging its market share gains in Luxury Goods Division in the past 12 months.

SEGMENTAL OVERVIEW
FOOD
The Food Division licenses the world’s leading coffee retailer and roaster – Starbucks Coffee; the
world’s largest pizza delivery chain - Domino’s, and owns one of South Africa’s leading fish take away
brands (as voted by the Sunday Times readers awards) - The Fish & Chip Co; in addition to Zebro’s
Chicken and Maxi’s. Taste’s food brands are spread across a diversified portfolio of the largest
product categories (coffee, chicken, pizza, fish, burgers and breakfasts) that appeal to middle-and-
upper income consumers (Starbucks, Domino’s, Maxi’s) as well as lower income consumers (The
Fish & Chip Co, Zebro’s Chicken).

During the period of conversion to Domino’s, sales in the Food Division are not directly comparable
due to stores being closed during the conversion, initial launch promotions after conversion and
relocations. In the interim, the group will disclose specific sales measures that are meaningful to
shareholders. Same-store sales in Maxi’s increased 3.0%, following on from a similar increase in the
preceding six months. Pleasingly same-store sales in The Fish and Chip Co business have remained
positive every month of the current period ending at 5.0% higher than the prior period. Zebro’s
continued to perform positively, albeit at a slower rate and ended the current period 1.5% above the
prior period, lower than the 9.5% increase experienced for the same period one year ago.

Domino’s ended the current period with 85 outlets, from 74 at the end of February 2016, and has
added a further two outlets since the end of the current period. This brings the conversion largely to a
conclusion, with two opportunities remaining. Of these outlets, 31 are corporate-owned at the end of
the current period. The shift in focus from conversions to driving the existing business is starting to
bear fruit, with sales in Domino’s having increased steadily since March, and are currently 17% above
that level.

The lessons learned in Domino’s have been executed in our Starbucks business and the stores are
already showing EBITDA profit at store level, despite the expected inefficiencies in operating
standards on launch. We continue to estimate that the Starbucks business, including above store
costs will reach an EBITDA breakeven at around five outlets. Our investment in the Starbucks
Reserve® brand has continued in our third store which opened in September – our first in Pretoria.
These three stores now join the less than 2% of Starbucks stores around the world that offer these
rare micro-lot and exclusive coffees that are specifically roasted in Seattle in very limited quantities.
Starbucks Reserve® presents coffee to a wide audience in a manner that is currently not offered in
South Africa. Our investment in partners and a training facility has already proved its worth. On the
opening week in Menlyn Maine our partners processed just 3% less transactions than the opening
week of Rosebank, with almost no queues. Already in all three stores we are transacting more than
three times faster than when we launched. We are of the opinion that our free wi-fi offering is the
fastest in the country and our customers are using some 140GB of data per day per store. We
believe that this offering is inseparable from the Starbucks third place experience. Our expansion plan
remains unchanged that we will open 12-15 stores in the first two years with the next stores currently
scheduled for the first quarter of the next financial year.


LUXURY GOODS
The division consists of retail outlets branded under NWJ, Arthur Kaplan and World’s Finest Watches.
Through Arthur Kaplan and World’s Finest Watches, Taste is the leading retailer (by number of
outlets) of luxury Swiss watches in the region, with brands like Rolex, Omega, Breitling, Hublot, TAG
Heuer, Longines and Rado, among its custodian brands. Additionally, the division recently became
custodian of Cartier, IWC and Montblanc in selected outlets. Its brands appeal to a diversified
customer base ranging from premium watch and jewellery buyers (Arthur Kaplan and World’s Finest
Watches) to first time jewellery and fashion watch buyers (NWJ).

The Luxury Goods Division is the only vertically integrated and partly franchised jewellery business in
South Africa. It owns and operates approximately 65% of the total outlets. The franchise services are
comparable to those of the Taste Food Franchise business in that they offer their franchisees
operational and marketing support, project management, new site growth and development and
national brand-building strategies in return for a royalty. The distribution division distributes all of the
goods sold through all the outlets. Approximately 40% of NWJ jewellery is manufactured by the
group, with the remainder sourced through a combination of local and global supply chains. This
model provides in-house innovation capacity, fast routes to market and reduces input costs through
purchasing economies of scale. A further benefit of owning the manufacturing facility is that slow-
moving or returned stock can be either re-worked with negligible yield loss or transferred to another
location where there is known demand for the item.
Same-store sales in the division increased an exceptional 25% over the prior period, which combined
with new store growth resulted in a system-wide sales increase of 27% to R316 million. These
increases come on the back of a 12 month same-store sales increase of 15% and the group is
cautious as to whether this exceptional performance will be repeated. The Luxury Goods Division
historically produced 70% to 75 % of full year profits in the second half of the year, which trend is
expected to continue.


BASIS OF PREPARATION OF THE INTERIM RESULTS

Statement of compliance
Basis of preparation and accounting policies
The unaudited condensed consolidated results have been prepared in accordance with the
recognition and measurement requirements of International Financial Reporting Standards (“IFRS”),
the presentation and disclosure requirements of IAS 34 - Interim Financial Reporting, the SAICA
Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting
Pronouncements as issued by Financial Reporting Standards Council, the Listings Requirements of
the JSE Limited and in the manner required by the South African Companies Act 71 of 2008, as
amended.
Accounting policies, which comply with IFRS, have been applied consistently by all entities in the
group and are consistent with those applied in the previous financial year except for amendments and
interpretations that came in to effect during the current financial year that have no impact to the group.

The condensed consolidated results have not been reviewed or audited by the group’s auditors and
were prepared under the supervision of Mr. E Tsatsarolakis, the Chief Financial Officer of the group.


EVENTS SUBSEQUENT TO PERIOD END

Other than disclosed elsewhere in this report, the directors are not aware of any matters or
circumstances arising since the current period end up to the date of this report.


DIRECTORATE

Mr. Jay Currie, an executive director of Taste, resigned from the board with effect from 1 March 2016.
Mr. Sebastian Patel, a non-executive director of Taste, resigned from the board with effect from 30
May 2016.
Mr. Tyrone Moodley was appointed to the board as a non-executive director with effect from 10
October 2016.


DIVIDEND TO SHAREHOLDERS

In line with previous years the group has not declared an interim dividend.


On behalf of the Board

C F Gonzaga                                                                 E Tsatsarolakis
Chief Executive Officer                                                     Chief Financial Officer
12 October 2016


CORPORATE INFORMATION

Non-executive directors: G M Pattison* (Chairperson)*, K M Utian*, A Berman*, H R Rabinowitz, W
P van der Merwe*, R L Daly*, T C Moodley
*Independent
Executive directors: C F Gonzaga (CEO), D J Crosson, E Tsatsarolakis (CFO)
Registration number: 2000/002239/06
Registered address: 12 Gemini Street, Linbro Business Park, Sandton 2065
Postal address: PO Box 1125, Ferndale, Randburg, 2160
Company secretary: iThemba Corporate Governance and Statutory Solutions Proprietary Limited
Telephone: (011) 608 1999
Facsimile: 086 696 1270
Transfer secretaries: Computershare Investor Services Proprietary Limited
Sponsor: Merchantec Capital

These results and an overview of Taste are available at www.tasteholdings.co.za

Date: 12/10/2016 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.