SUR SUR SUR - Spur Corporation Limited - Reviewed condensed consolidated results and cash dividend declaration for the year ended 30 June 2010 Spur Corporation Limited (Registration number 1998/000828/06) Share code: SUR ISIN: ZAE000022653 ("Spur" or "the Company" or "the Group") REVIEWED CONDENSED CONSOLIDATED RESULTS AND CASH DIVIDEND DECLARATION for the year ended 30 June 2010 Operating profit +21.4% Headline earnings +14.2% FINANCIAL AND OPERATIONAL PERFORMANCE Despite continued suppressed trading conditions in the retail market, Spur Corporation enjoyed a successful year and produced a positive set of trading results. Restaurant turnover in our South African Spur Steak Ranch outlets increased by 9.5%, bringing total restaurant turnover to a new high of R2.5 billion. The Panarottis brand grew restaurant turnover by 7.8% and John Dory`s delivered an excellent growth of 23.4% over the prior year. These results were achieved because of the stringent monitoring of standards, innovative marketing and re-positioning of our menus to factor in an average menu increase of 7.0% across all local brands. This considered increase was based on sales mix calculations, food prices, an assessment of competition and market tolerance. Food prices remained relatively constant during the period, despite fears that the FIFA 2010 World Cup would prove to be an inflationary force. Increases in electricity tariffs, rentals and rates remain areas of operational focus. Revenue grew by 6.5% from R326.8 million to R348.0 million. Franchise income in Spur grew by 9.9% to R124.4 million; Panarottis by 6.1% to R10.8 million and John Dory`s by 30.3% to R8.8 million. International revenue (franchise fee income and restaurant turnover) declined by 4.4% to R92.5 million, impacted by a tough international retail market and a strong rand. Profit before tax increased by 20.0% to R122.9 million. The continuing recessionary trading environment in the United Kingdom necessitated an impairment of the assets of Yellowstone Spur in Derby in the East Midlands of the United Kingdom, a region that was particularly hard hit. The impact of this impairment on profit is R8.0 million. Excluding one-off or abnormal items such as foreign exchange fluctuations, foreign restaurant impairments and the share- based payment expense (relating to the group`s management incentive scheme) in the current and prior years, comparable operating profit before finance income grew by 15.5%. Headline earnings increased by 14.2% to R85.1 million (2009: R74.5 million), with diluted headline earnings per share up 13.8% to 94.6 cents (2009: 83.1 cents). A final dividend of 28.0 cents per share has been declared bringing the total dividend for the year to 60.0 cents per share, an increase of 9.1% on the previous year. RESTAURANT EXPANSION A highlight of the year was the launch of a smaller-format Spur model for rural areas. A smaller retail area and a simplified menu allows for a substantial reduction in set-up costs compared to the standard format Spur outlet. The initial two outlets have delivered rewarding turnovers and profits. The group intends to roll out this format in the new year. Locally, the group opened nine new Spurs, three Panarottis and five John Dory`s. 18 Spurs, seven Panarottis and two John Dory`s were refurbished and six Spur outlets and one John Dory`s relocated to better trading locations. Internationally, new Spur restaurants were opened in Aberdeen (United Kingdom), Maseru (Lesotho), Mandurah (Western Australia) and in Dubai (United Arab Emirates). The first Spur Express outlet was opened in Gaborone (Botswana) and turnovers are encouraging. The group`s current restaurant profile consists of: Franchise brand South Africa International Total Spur Steak Ranches 245 32 277 Panarottis Pizza Pasta 50 6 56 John Dory`s Fish & Grill 26 - 26 Total 321 38 359 PROSPECTS Although the economic environment is expected to continue to recover at a slow pace, management does not anticipate a significant improvement in consumer spending in the year ahead. We will ensure that our brands continue to offer an attractive and affordable proposition to our customers, and that franchisee profitability is managed carefully. We are confident that we will remain competitive through tailoring our menus, to keep them topical and competitive. We will strive to maintain our marketing advantage through our creative and focused regional initiatives and we will continue to reinforce our high standards through constant training and our experienced operational teams. We expect to open 14 new Spur Steak Ranches, four Panarottis and three John Dory`s restaurants in the new financial year. Internationally restaurants are scheduled to open in Gateshead (United Kingdom), Lusaka (Zambia) and Lilongwe (Malawi). CASH DIVIDEND In accordance with a general authority given to the directors at the annual general meeting held on 11 December 2009, shareholders are advised that the board of directors of the company has approved a cash dividend of R27.3 million, which equates to 28.0 cents per share. The cash dividend will be paid on Monday, 11 October 2010, to those shareholders of the company who are recorded in the company`s register on Friday, 8 October 2010 ("the record date"). The last day to trade (cum dividend) in the company`s shares for purposes of entitlement to the dividend will be Friday, 1 October 2010. The shares will commence trading ex dividend on Monday, 4 October 2010. Share certificates may not be dematerialised or rematerialised between Monday, 4 October 2010 and Friday, 8 October 2010, both days inclusive. For and on behalf of the Board A Ambor (Executive Chairman) Cape Town P van Tonder (Managing Director) 15 September 2010 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Reviewed Audited year ended year ended % R`000 30/06/10 30/06/09 change Revenue 348 024 326 744 6.5 Operating profit before finance income 118 549 97 661 21.4 Net finance income 4 380 6 219 Share of loss of equity accounted investees (net of income tax) - (1 465) Profit before income tax 122 929 102 415 20.0 Income tax expense (44 562) (38 574) Profit for the year 78 367 63 841 22.8 Other comprehensive losses: (14 093) (18 033) Exchange differences on translating foreign operations (11 483) (19 129) Income tax relating to components of other comprehensive losses (2 610) 1 096 Total comprehensive income for the year 64 274 45 808 Profit attributable to: Owners of the company 77 557 63 264 Non-controlling interest 810 577 Profit for the year 78 367 63 841 Total comprehensive income attributable to: Owners of the company 63 540 45 374 Non-controlling interest 734 434 Total comprehensive income for the year 64 274 45 808 Per share (cents) Basic earnings 88.27 71.94 22.7 Diluted earnings 86.25 70.61 22.2 Dividends 60.00 55.00 9.1 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION Reviewed Audited R`000 at 30/06/10 at 30/06/09 ASSETS Non-current assets 382 609 398 399 Property, plant and equipment 75 184 84 429 Intangible assets and goodwill 279 609 279 970 Investments and loans 14 533 14 651 Deferred tax 11 128 16 618 Leasing rights 2 155 2 731 Current assets 148 116 147 840 Inventories 6 389 6 066 Tax receivable 3 600 3 567 Trade and other receivables 53 499 54 320 Cash and cash equivalents 84 628 83 887 TOTAL ASSETS 530 725 546 239 EQUITY Total equity 403 295 434 320 Ordinary share capital 1 1 Share premium 6 6 Shares repurchased by subsidiaries (29 910) (25 349) Foreign currency translation reserve (5 129) 8 888 Share-based payments reserve - 20 554 Retained earnings 434 015 425 919 Total equity attributable to equity holders of the company 398 983 430 019 Non-controlling interest 4 312 4 301 LIABILITIES Non-current liabilities 64 569 60 237 Loans payable 7 181 11 413 Operating lease liability 3 328 1 352 Deferred tax 54 060 47 472 CURRENT LIABILITIES 62 861 51 682 Bank overdrafts 3 596 2 853 Tax payable 4 832 6 351 Trade and other payables 53 969 42 080 Shareholders for dividend 464 398 TOTAL EQUITY AND LIABILITIES 530 725 546 239 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Reviewed Audited year ended year ended R`000 30/06/10 30/06/09 Operating profit before working capital changes 134 474 118 205 Working capital changes 3 394 (6 321) Cash generated from operations 137 868 111 884 Net interest received 4 948 5 803 Tax paid (49 528) (34 292) Distributions paid (including management incentive scheme - refer note 2) (80 708) (47 722) Net cash flow from operating activities 12 580 35 673 Cash flow from investing activities (13 574) (15 546) Cash flow from financing activities 771 (3 550) Net movement in cash and cash equivalents (223) 16 577 Effect of foreign exchange fluctuations 221 (146) Net cash and cash equivalents at beginning of year 81 034 64 603 Net cash and cash equivalents at end of year 81 032 81 034 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Ordinary share capital & share premium (net Other R`000 of treasury shares) reserves Balance at 1 July 2008 (12 969) 45 808 Total comprehensive income for the year - (17 890) Profit or loss - - Other comprehensive losses - (17 890) Transactions with owners, recorded directly in equity Contributions by and distributions to owners (12 373) 1 524 Own shares acquired (2 013) - Distributions to equity holders (net of tax) (10 360) - Share-based payments transactions (net of tax) - 1 524 Changes in ownership interests in subsidiaries that do not result in a loss of control - - Acquisition of non-controlling interest in subsidiary - - Total transactions with owners, recorded directly in equity (12 373) 1 524 Balance at 30 June 2009 (25 342) 29 442 Total comprehensive income for the year - (14 017) Profit or loss - - Other comprehensive losses - (14 017) Transactions with owners, recorded directly in equity Contributions by and distributions to owners (4 561) (20 554) Distributions to equity holders - - Impact of incentive scheme (including tax) (note 2) (4 561) - Share-based payments transactions (net of tax) - 1 211 Transfer of share-based payment reserve to retained earnings - (21 765) Balance at 30 June 2010 (29 903) (5 129) Retained earnings and non-controlling R`000 interest/(deficit) Total Balance at 1 July 2008 404 263 437 102 Total comprehensive income for the year 63 698 45 808 Profit or loss 63 841 63 841 Other comprehensive losses (143) (18 033) Transactions with owners, recorded directly in equity Contributions by and distributions to owners (37 547) (48 396) Own shares acquired - (2 013) Distributions to equity holders (net of tax) (37 547) (47 907) Share-based payments transactions (net of tax) - 1 524 Changes in ownership interests in subsidiaries that do not result in a loss of control (194) (194) Acquisition of non-controlling interest in subsidiary (194) (194) Total transactions with owners, recorded directly in equity (37 741) (48 590) Balance at 30 June 2009 430 220 434 320 Total comprehensive income for the year 78 291 64 274 Profit or loss 78 367 78 367 Other comprehensive losses (76) (14 093) Transactions with owners, recorded directly in equity Contributions by and distributions to owners (70 184) (95 299) Distributions to equity holders (53 442) (53 442) Impact of incentive scheme (including tax) (note 2) (38 507) (43 068) Share-based payments transactions (net of tax) - 1 211 Transfer of share-based payment reserve to retained earnings 21 765 - Balance at 30 June 2010 438 327 403 295 CONDENSED CONSOLIDATED OPERATING SEGMENT REPORT Reviewed Audited year ended year ended R`000 30/06/10 30/06/09 External revenues Manufacturing and Distribution 94 008 82 097 Franchise - Spur 124 411 113 229 Franchise - Panarottis 10 751 10 137 Franchise - John Dory`s 8 847 6 788 Other South Africa 17 554 17 793 Total South Africa segments 255 571 230 044 United Kingdom 56 080 55 840 Australia 30 013 34 048 Other International 6 360 6 842 Total International segments 92 453 96 730 TOTAL EXTERNAL REVENUES 348 024 326 774 Profit/(loss) before income tax Manufacturing and Distribution 44 714 36 141 Franchise - Spur 107 339 97 525 Franchise - Panarottis 6 560 6 592 Franchise - John Dory`s 4 567 3 058 Other South Africa (691) (1 530) Total South Africa segments 162 489 141 786 Unallocated - South Africa (28 220) (25 838) Total South Africa 134 269 115 948 United Kingdom * (12 396) (1 540) Australia ** (1 807) (13 587) Other International 5 287 5 966 Total International segments (8 916) (9 161) Unallocated - International *** (2 424) (4 372) Total International (11 340) (13 533) TOTAL PROFIT BEFORE TAX 122 929 102 415 * Includes impairment losses of R9.069 million (2009: Rnil) and foreign exchange losses of R0.230 million (2009: R0.142 million). ** Includes impairment losses of Rnil (2009: R10.044 million) and profit on disposal of property, plant and equipment of R0.475 million (2009: loss of R1.180 million). *** Includes foreign exchange gain of R1.793 million (2009: loss of R1.129 million). The basis for reporting segmental financial information has been changed to accord with IFRS 8: Operating Segments. Previously, segmental information was provided by organising the group into three major operating divisions. With the implementation of IFRS 8, operating segments were identified based on financial information regularly reviewed by the Spur Corporation Limited Board (identified as the Chief Operating Decision Maker ("CODM") of the group for IFRS 8 reporting purposes) for performance assessments and resource allocations. The group early adopted the amendment to IFRS 8, which becomes effective for annual periods beginning on or after 1 January 2010, which does not require segment assets to be disclosed if such information is not regularly provided to the CODM. Accordingly, segment assets have not been disclosed. RECONCILIATION OF HEADLINE EARNINGS Reviewed Audited year ended year ended % R`000 30/06/10 30/06/09 change Profit attributable to ordinary shareholders 77 557 63 264 22.6 Headline earnings adjustments: Impairment of goodwill - 1 583 Impairment of property, plant and equipment 7 994 8 461 (Profit)/loss on disposal of property, plant and equipment (net of tax) (484) 1 168 Headline earnings 85 067 74 476 14.2 SUPPLEMENTARY INFORMATION Reviewed Audited year ended year ended % 30/06/10 30/06/09 change Shares in issue (000`s) (note 3) 87 865 87 865 Weighted average number of shares in issue (000`s) 87 865 87 942 Diluted weighted average number of shares in issue (000`s) 89 929 89 601 Headline earnings per share (cents) 96.82 84.69 14.3 Diluted headline earnings per share (cents) 94.60 83.12 13.8 Net asset value per share (cents) 458.99 494.30 (7.1) NOTES 1. KPMG Inc., the group`s independent auditor has reviewed the provisional financial statements contained in this provisional report, and has expressed an unmodified conclusion on the provisional financial statements. The review report is available for inspection at the company`s registered office. These financial statements for the year ended 30 June 2010 have been prepared in accordance with, and containing the information required by, IFRS (including IAS 34: Interim Financial Reporting) and the AC 500 Standards as issued by the Accounting Practices Board or its successor, the requirements of the South African Companies Act of 1973 and the JSE Limited Listings Requirements. The accounting policies and methods of computation applied in the preparation of these financial statements are in accordance with IFRS and, except as presented below, are consistent with those applied in the preparation of the group`s annual financial statements for the year ended 30 June 2009. The group adopted the revised IAS 1, IFRS 8, Circular 3/2009 (the revised Headline Earnings per Share circular) and revised IAS 27: Consolidated and Separate Financial Statements. The presentation of the financial statements (IAS 1) and operating segment disclosures (IFRS 8) have been changed accordingly, with no adjustment necessary on the adoption of Circular 3/2009. IAS 27 requires that losses from subsidiary companies be allocated to non-controlling interest, even if doing so causes the non-controlling interest to be in a deficit position. IAS 27 was applied prospectively from 1 July 2009 and resulted in R0.137 million losses being allocated to non-controlling interest in the current year that would not have been allocated to non-controlling interest prior to amendment. 2. The first tranche of options/shares granted in terms of the Spur Management Incentive Scheme ("the Scheme") approved by shareholders in General Meeting on 15 December 2004 (as more fully described in note 19 on page 72 of the Annual Report for the year ended 30 June 2009) vested with directors and employees on 18 December 2009. The directors, in accordance with the rules of the Scheme, anticipated the vesting date of the second tranche of options originally intended to vest in December 2010, to 18 December 2009 and furthermore elected to settle all the options/shares in cash. Consequently, no shares were issued outside of the group. The price at which all transactions were concluded was the ten-day volume-weighted average price of the company`s share from 3 December 2009 to 17 December 2009 (both dates inclusive). Details of directors` dealings were published on SENS on 21 December 2009. A total of R27.3 million was paid to participants and is included in distributions paid in the condensed consolidated statement of cash flows. 3. Shares in issue less shares repurchased by a wholly owned subsidiary company and share incentive special purpose entity. Directors: A Ambor (Executive Chairman), P van Tonder (Managing Director), M Farrelly, K Getz*, D Hyde*, P Joffe, M Kuzwayo*, K Madders MBE* (British), M Morojele*, K Robertson, R van Dijk. (*non-executive) Company secretary: R van Dijk Registered Office: 1 Waterford Mews, Century Blvd, Century City, 7441 Transfer Secretaries: Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, 2001 16 September 2010 Sponsor: Sasfin Capital (A division of Sasfin Bank Ltd) www.spurcorporation.co.za Date: 16/09/2010 12:00:02 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). 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