SUR SUR Spur - 2006 Interim Results For the six months ended 31 December 2005 Spur Corporation Limited (Registration number 1998/000828/06) Share code: SUR ISIN: ZAE000022653 2006 INTERIM RESULTS For the six months ended 31 December 2005 - Key PERFORMANCE Indicators - Store turnover +19% - Headline earnings per share +18% ABRIDGED INCOME STATEMENT Unaudited Unaudited restated six months six months 31/12/05 31/12/04 R"000 Revenue 96 912 105 619 Profit from operations 38 047 34 175 Net interest received 2 887 3 870 Profit before taxation 40 934 38 045 Taxation (12 088) (12 044) Profit after taxation 28 846 26 001 Minority interests 211 (50) Earnings attributable to ordinary shareholders 29 057 25 951 RECONCILIATION OF HEADLINE EARNINGS Earnings attributable to ordinary shareholders 29 057 25 951 Headline earnings adjustment: Profit on sale of property, plant and equipment - - Headline earnings 29 057 25 951 Statistics Shares in issue (000"s) (Note 1) 88 156 88 496 Weighted average number of shares in issue (000"s) 88 156 93 158 Earnings per share (cents) 32.96 27.86 Headline earnings per share (cents) 32.96 27.86 Diluted earnings per share (cents) 32.61 27.82 Diluted headline earnings per share (cents) 32.61 27.82 Distribution per share (cents) 22.00 20.00 Net asset value per share (cents) 380.89 359.81 Unaudited restated % year ended Change 30/06/05 R"000 Revenue (8.2) 200 632 Profit from operations 11 .3 66 020 Net interest received (25.4) 4 823 Profit before taxation 7.6 70 843 Taxation (20 421) Profit after taxation 10.9 50 422 Minority interests (84) Earnings attributable to ordinary shareholders 12.0 50 338 RECONCILIATION OF HEADLINE EARNINGS Earnings attributable to ordinary shareholders 50 338 Headline earnings adjustment: Profit on sale of property, plant and equipment (449) Headline earnings 12.0 49 889 Statistics Shares in issue (000"s) (Note 1) 88 156 Weighted average number of shares in issue (000"s) 90 783 Earnings per share (cents) 18.3 55.45 Headline earnings per share (cents) 18.3 54.95 Diluted earnings per share (cents) 17.2 55.30 Diluted headline earnings per share (cents) 17.2 54.81 Distribution per share (cents) 10.0 40.00 Net asset value per share (cents) 5.9 367.37 ABRIDGED CASH FLOW STATEMENT Unaudited Unaudited Unaudited restated restated six months six months year ended 31/12/05 31/12/04 30/06/05 R"000 Cash generated from operations 40 961 37 056 67 541 Net interest received 2 887 3 870 4 823 Taxation paid (11 564) (11 204) (14 815) Distributions paid (17 511) (15 621) (35 179) Working capital changes (11 884) (6 556) (4 959) Cash flow from operating activities 2 889 7 545 17 411 Cash flow from investing activities (6 314) (51 577) (52 141) Net movement in cash and cash equivalents (3 425) (44 032) (34 730) Adjustment for foreign exchange fluctuations (293) 12 383 Net cash and cash equivalents at beginning of period 39 703 74 050 74 050 Net cash and cash equivalents at end of period 35 985 30 030 39 703 ABRIDGED BALANCE SHEET Unaudited Unaudited Unaudited restated restated six months six months year ended 31/12/05 31/12/04 30/06/05 R"000 NON-CURRENT ASSETS 322 137 312 467 317 579 - Property, plant and equipment 31 502 24 173 27 096 - Intangibles 271 865 270 865 271 865 - Investments and loans 18 770 17 429 18 618 CURRENT ASSETS 84 414 71 878 74 745 - Inventory 1 573 5 457 5 024 - Trade and other receivables 44 430 34 021 28 084 - Cash resources 38 411 32 400 41 637 TOTAL ASSETS 406 551 384 345 392 324 EQUITY AND LIABILITIES CAPITAL AND RESERVES 335 779 318 415 323 862 - Ordinary share capital 1 1 1 - Share premium (net of treasury shares) 101 634 137 197 119 265 - Accumulated profit 232 309 179 196 201 907 - Share-based payment reserve 2 118 - 1 059 - Foreign currency translation reserve (156) 1 971 1 546 - Minority interests (127) 50 84 Deferred taxation liabilities 34 526 27 482 32 247 CURRENT LIABILITIES 36 246 38 448 36 215 - Trade and other payables 27 119 29 025 24 600 - Shareholders for distribution 333 244 213 - Bank overdraft 2 426 2 370 1 934 - Taxation 6 368 6 809 9 468 TOTAL EQUITY AND LIABILITIES 406 551 384 345 392 324 ABRIDGED SEGMENT REPORT Unaudited Unaudited Unaudited restated restated six months six months year ended 31/12/05 31/12/04 30/06/05 R"000 REVENUE Wholesale and distribution 42 301 60 987 110 165 Franchise - Spur 43 032 37 049 73 494 Franchise - Other 9 710 6 641 14 278 Corporate services 1 869 942 2 695 Group revenue 96 912 105 619 200 632 PROFIT BEFORE TAXATION Wholesale and distribution 14 276 11 786 23 034 Franchise - Spur 35 112 30 577 61 470 Franchise - Other 2 102 725 6 304 Corporate services (13 443) (8 913) (24 788) Group profit from operations 38 047 34 175 66 020 ABRIDGED STATEMENT OF CHANGES IN EQUITY Share capital & premium (net of treasury R"000 Notes shares) Reserves Balance at 1 July 2003 210 050 Profit for the year Distributions (25 873) Shares repurchased (882) Balance at 30 June 2004 - as previously stated 183 295 - IFRS adjustments Trademarks 2 Property, plant and equipment 3 Deferred taxation 4 Restated balance at 30 June 2004 183 295 - Profit for the year - as previously stated IFRS adjustments 2 605 Foreign currency translation 5 1 546 Property, plant and equipment 3 Deferred taxation 4 Share-based payment 6 1 059 Profit for the year - restated Minority interests Taxation charges to equity Distributions (35 148) Shares repurchased (28 881) Restated balance at 30 June 2005 119 266 2 605 Profit for the period Taxation charges to equity Distributions (17 631) Share-based payment 1 059 Foreign currency translation (1 702) Minority interests Balance at 31 December 2005 101 635 1 962 Accumulated (loss)/profit & minority interests R"000 Total Balance at 1 July 2003 (81 866) 128 184 Profit for the year 37 178 37 178 Distributions (25 873) Shares repurchased (882) Balance at 30 June 2004 - as previously stated (44 688) 138 607 IFRS adjustments 196 614 196 614 Trademarks 263 391 263 391 Property, plant and equipment 825 825 Deferred taxation (67 602) (67 602) Restated balance at 30 June 2004 151 926 335 221 Profit for the year - as previously stated 51 922 51 922 IFRS adjustments (1 584) 1 021 Foreign currency translation (1 493) 53 Property, plant and equipment 40 40 Deferred taxation 928 928 Share-based payment (1 059) - Profit for the year - restated 50 338 Minority interests 84 84 Taxation charges to equity (357) (357) Distributions (35 148) Shares repurchased (28 881) Restated balance at 30 June 2005 201 991 323 862 Profit for the period 29 057 29 057 Taxation charges to equity 1 345 1 345 Distributions (17 631) Share-based payment 1 059 Foreign currency translation (1 702) Minority interests (211) (211) Balance at 31 December 2005 232 182 335 779 Notes 1. Shares in issue less shares repurchased by a wholly owned subsidiary company and share incentive trust. 2. Trademarks - In accordance with IFRS 1 - First Time Adoption of International Financial Reporting Standards, Appendix B2(b), trademarks previously written off against reserves have been reinstated with a resultant increase in equity. In accordance with IAS 38 - Intangible Assets, trademarks have been assessed to have indefinite useful lives and accordingly have not been amortised, but are subject to an annual impairment review. 3. Property, plant and equipment - In terms of IFRS 1, the group has elected to measure certain items of property, plant and equipment at the date of transition to IFRS at its fair value and use that fair value as its deemed cost at that date. This exemption was applied to land and buildings owned at the transition date while residual values of 50% were assigned to all the buildings. This has resulted in a lower depreciation charge on properties, and a reversal of accumulated depreciation. 4. Deferred taxation - Deferred taxation has been adjusted to account for the effect of the IFRS adjustments set out in notes 2 and 3. 5. Foreign currency translation - IAS 21 - The Effects of Changes in Foreign Exchange Rates, requires the translation of foreign subsidiary companies with a different functional currency (i.e. other than Rand) than its parent to translate all their assets and liabilities at year end spot rates. Foreign exchange differences arising on translation are no longer recognised in the income statement, but are now recognised directly in a separate component of equity (foreign currency translation reserve or "FCTR"). The group has elected the exemption available in IFRS 1, to set its FCTR to zero at the transition date i.e. 1 July 2004. 6. Share-based payments - IFRS 2 - Share-based Payments, requires that the fair value of equity settled share-based payments be determined at grant date and that the expense be charged to the income statement over the vesting period. BASIS OF ACCOUNTING These unaudited financial results for the six months ended 31 December 2005 have been prepared in accordance with accounting policies that comply with International Financial Reporting Standards ("IFRS"), with the date of transition to IFRS for the group being 1 July 2004. The audited results for the 12 months ended 30 June 2005 have been restated as unaudited due to the IFRS adjustments not having been audited by the company"s auditors. FINANCIAL AND OPERATIONAL REVIEW Positive trading conditions in the domestic market have continued into the 2006 financial year and the group has performed in line with the board and management"s expectations for the period. The group increased its share of the highly competitive family sit-down restaurant market, while the total store base passed the 300 mark. Our international operations, which account for just over 10% of the stores, continue to offer exciting growth prospects. The R8.7 million decline in revenue to R96.9 million (2004: R105.6 million) incorporates a decrease in wholesale and distribution sales that resulted from the outsourcing of the national distribution of restaurant supplies from the central kitchens to an independent distributor. The outsourcing of this function was completed in September 2005 and has been and will continue to be beneficial to the group. Sales of manufactured goods from the central kitchens and decor, locally and internationally, increased by 25%. Store turnover growth, which reflects in the core franchise royalty income and is the yardstick of the group"s trading performance, increased by 19%. The turnover of existing stores (excluding new stores opened during the year) was 13% higher, well ahead of the menu price inflation for the period. The group"s operating profit rose 11.3% to R38.0 million (2004: R34.2 million). When the effect of a share-based payment charge (as a result of the adoption of IFRS 2 - Share-based payments) of R1.1 million as well as the prior year impact of a taxation refund of R1.3 million is excluded, comparable operating profit increased 19.0%. While expenses have been well-managed, the group incurred increased staff and travelling costs for the investment in new stores (with the group planning to open more than 40 new stores during the financial year), higher depreciation charges and the IFRS 2 expense. Headline earnings of R29.1 million were 12.0% higher than the previous reporting period. Headline earnings per share increased by 18.3% to 32.96 cents (2004: 27.86 cents), while diluted headline earnings per share rose by 17.2% to 32.61 cents (2004: 27.82 cents). The group"s aggressive expansion has continued, with an additional 22 stores opened since the beginning of the financial year, bringing the store base to 309. These comprise seven Spur Steak Ranches, five Panarottis Pizza Pasta and ten John Dory"s Fish & Grill outlets. A summary of the store base at 31 December 2005 is as follows: Franchise brand South Africa International Total Spur Steak Ranches 208 23 231 Panarottis Pizza Pasta 54 7 61 John Dory"s Fish & Grill 17 - 17 Total 279 30 309 A further 22 stores are anticipated to be opened in the second six months of the year. This includes new Spur outlets in China (Fuzhou), Australia (Campbelltown) and Botswana (Gaborone), with two further Panarottis stores in Australia (Campbelltown and Blacktown). PROSPECTS The new store openings and projected openings for the remainder of the financial year highlight the opportunities for the group to increase its national store footprint across the three franchise brands and grow market share. Assuming a stable interest rate environment and favourable trading conditions, the board and management are confident of a strong second half performance which will translate into continued solid earnings growth for shareholders. CAPITAL DISTRIBUTION In accordance with a general authority given to the directors at the annual general meeting held on 2 December 2005, shareholders are advised that the board of directors of the company has declared a capital distribution of R19.4 million payable to the company"s shareholders, in lieu of dividends, to be written off against the share premium account, which amount equates to 22 cents per ordinary share ("the distribution"). The distribution will be paid on Monday, 27 March 2006, to those shareholders of the company who are recorded in the company"s register on Friday, 24 March 2006 ("the record date"). The last day to trade (cum the distribution) in the company"s shares for purposes of entitlement to the distribution will be Thursday, 16 March 2006. The shares will commence trading ex the distribution on Friday, 17 March 2006. Share certificates may not be dematerialised or rematerialised between Friday, 17 March 2006 and Friday, 24 March 2006 both days inclusive. For and on behalf of the Board A.J. Ambor (Executive Chairman) Cape Town P.G. van Tonder (Managing Director) 2 March 2006 Directors: A Ambor (Executive Chairman), P van Tonder (Managing Director), M Farrelly, K Getz*, D Hyde*, P Joffe, K Madders* (British), J Rabb*, K Robertson Company secretary : R van Dijk (* non-executive) www.spur.co.za Spur Corporation Limited (Registration number 1998/000828/06) Share code: SUR ISIN: ZAE000022653 Registered Office 1 Waterford Mews, Century Blvd, Century City, 7441 Transfer Secretaries Computershare Investor Services 2004 (Pty) Limited, 70 Marshall Street, Johannesburg, 2001 Sponsor : Sasfin Capital (A division of Sasfin Bank Ltd) Date: 02/03/2006 12:00:46 PM Produced by the JSE SENS Department