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Burger Fuel Worldwide Limited FY18 Annual Report Provided

Annual Report27 July 2018BFGConsumer Discretionary

BURGER FUEL
WORLDWIDE LIMITED

ANNUAL REPORT 2018

CONTENTS PAGE
Annual Report of the Directors 3-4

Independent Auditor’s Report 9-13

Consolidated Statement of Comprehensive Income 16

Consolidated Statement of Financial Position 17

Consolidated Statement of Changes in Equity 18

Consolidated Statement of Cash Flows 19

Notes to the Consolidated Financial Statements 20-52

Shareholder Information 53-56

Corporate Governance 57-58

Company Directory 59

CONSOLIDATED

FINANCIAL

STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 3PAGE 4
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

Burger Fuel Worldwide Ltd Full Year Results for the 12

months ended 31st March 2018

OVERVIEW - FY18

The Directors of BurgerFuel Worldwide (BFW) present

the audited results for the 12 months to 31 March 2018.

Group Operating Revenue increased by 10.9% to

$24.8M. BurgerFuel Total (unaudited) System Sales are

up 5.0% to $105M

Net loss after tax for the period was ($463,062)

representing a decrease of 152% on last year.

The reported loss is due to the costs associated with

the initial establishment and later exiting of the USA,

which all occurred within the period.

The Group has no debt, and cash reserves of $6.3M.

Group Operating Revenue increased by 10.9% on the

same period last year. This revenue is largely comprised

of long-term recurring royalties, sales and additional

sales generated from the US company owned store

which opened in May 2017 and was sold in early March

2018.

As at 31 March 2018 there were 80 BurgerFuel stores

operating worldwide.

BFW RESULTS FOR THE PERIOD 1 APRIL 2017 TO

31 MARCH 2018

31 March

2018

31 March

2017

$000$000

Operating Revenue* 24,774 22,343

Operating Expenses**(24,809)(21,229)

Net Profit (Loss) Before Tax(35)1,114

Net Profit (Loss) After Tax***(463)889

* Revenue includes; Operating revenue & interest income.

** Expenses include; Operating expenses, depreciation, amortisation & interest expense

***The New Zealand entities had taxable income and were unable to utilise the foreign

tax losses. The overseas entities had minimal tax.

THE YEAR TO DATE AND GROUP OUTLOOK.


AUSTRALASIAN REGION

System sales across New Zealand (55 restaurants) and

Australia (2 restaurants) increased by 6.7%

The New Zealand market remains strong, with the

BurgerFuel brand continuing to receive high levels of

customer support across the country.

As previously communicated, whilst the Board sees

some potential for the development of additional

BurgerFuel outlets in NZ, concentration is on the

development of other brands, like Winner Winner, the

chicken concept which was announced late last year.

To prepare for this, as well as stimulate financial growth

for the Group, FY18 saw a drive forward in operational

excellence, franchising, systemisation and increasing

cost efficiencies.

While sales continue to grow year-on-year, new store

openings in New Zealand have slowed as the market

approaches its potential in terms of store numbers.

While we continue franchising, the focus has also

turned to the growth of the business and brand by

maximising the potential of the current BurgerFuel

sites, as well as the development of new opportunities.

In Australia, as previously communicated, reasonable

operating margins have been difficult to achieve

despite every effort to move towards profit in this very

competitive market with high operating costs. Thus,

in FY18 the process to close all remaining franchised

stores in Australia commenced and this is expected

to be completed in the coming months. These store

closures are not material to the Group.

MIDDLE EASTERN REGION (MENA)

In the Middle East, total revenue is down for FY18, but

the region continues to be a good contributor for us

and we are seeing progress in some areas.

Retail occupancy costs remain extremely high in

most parts of the Middle East, especially Dubai. To

lessen the effects of this, our strategy with our Master

Franchisees in MENA is now to relocate the high rent

stores to lower rent, key residential areas, thereby

reducing overheads, while maintaining customer reach.

To further assist this strategy, our partners in Dubai

have been driving forward with the development

of the home delivery service so as to highlight the

convenience aspect of the brand in this competitive

city.

While the entire retail sector in the UAE continues to

experience a downturn, as well as a heavy proliferation

of competitor concepts, our business is operating quite

well and remains a good contributor for the Group at

this stage.

Our franchised business in Saudi Arabia has continued

to see good growth in sales and this can be largely

attributed to a continued increase in BurgerFuel

marketing activity, as well as the on-going effects of

the revitalisation of the Saudi economy. Like our other

Middle Eastern markets, Saudi Arabia is also facing

high retail rent and increasing labour costs and as

such, our partners in Saudi are also relocating high

rent stores as well as implementing store re-design

strategies to maximise space, reduce overhead and

increase local customer reach.

In Iraq, sales for the store in Baghdad performed

reasonably well in FY18 and the brand has continued to

grow in popularity, standing out in a revitalised market

that is currently free from a proliferation of American

chains. Our partners in Iraq opened a second store in

Baghdad in early FY19.

ANNUAL REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 MARCH 2018

In Egypt, the political climate and its effect on the

economy proved unviable for our licence holders in this

market and accordingly our partners made the move

in FY18 to close their remaining stores. At this point

in time there are no plans to reopen in Egypt. These

closures are not material to the Group.

In summary, while revenue is down for the MENA

region, the Board remains positive about parts of the

region, especially if we can lessen the effects of high

retail rents via strategic store relocations. As always,

we do caution the market every year that our outlook

in any of these regions can change quickly due to the

ongoing potential for volatility in the Middle East. As

such, we will continue to monitor all of these markets

closely and keep the market informed of any significant

developments.

UNITED STATES

The first BurgerFuel USA store in Indianapolis has now

been open for just over 12 months. At the end of FY18,

the Master Licence Agreement for BurgerFuel USA

was sold to BurgerFuel founder, Chris Mason. This was

decided due to the fact that without a US partner, the

board considered that development alone in this vast

market would take too long and would require too

much capital for a potentially unknown return.

The agreement included the purchase of the single

company-owned store in Indianapolis. As part of

the agreement, Chris Mason resigned from the BFW

Board of Directors in order to ensure that independent

governance at board level was maintained and also to

allow Chris’s focus to remain firmly on the development

of the USA only.

Under the Master Licence Agreement, BFW will receive

some royalties and territory fees from the American

business if and when it progresses. The agreement

does not require BFW to support the USA to any

significant extent and is regarded as a “low support”

license agreement. Should the USA expansion prove

to be unsuccessful, the USA rights will revert back to

BFW in 3 years.

Exiting the USA in a developer and store owner

capacity and passing the reigns to Chris Mason to

continue development under licence, has allowed BFW

to return to its primary function as a Master Franchisor.

This frees up capital and will allow BFW to focus on

the development of our strong New Zealand market,

as well as on the exploration of new opportunities in

New Zealand. The board is of the opinion that it can in

this coming year, focus on the financial growth of the

Group.

OUTLOOK

FY18 was a pivotal one for the Group, with the first

USA based store opening, the purchase of the Winner

Winner brand, and the sale of the USA master licence

agreement, and single Indianapolis based store, to

BurgerFuel founder, Chris Mason.

In the past couple of years, it has become clear to the

board, that international development has become

an expensive and ultra-competitive proposition. The

board is of the view that the growth potential for BFW

lays here in New Zealand, where we have intimate

knowledge of the market and the ability to move the

Group forward into profit.

It is likely that BurgerFuel Worldwide will undergo a

name change in the near future as it diminishes its

international activity and focusses on becoming a

multi brand business in New Zealand. The board is

very positive about the opportunities available to us in

New Zealand and looks forward to sharing more news

of other potential business activities outside of the

BurgerFuel brand, over the coming year.

On the 11th June 2018, it was announced that an

agreement has been reached between BFW and

Franchise Brands (FB) whereby BFW purchased

3,143,355 shares equating to 5.27% of the total shares

on issue, for USD$790,667 utilising cash reserves.

To complete the transaction, BFW has cancelled

3,143,355 shares on the 17th July 2018, thereby

reducing the total number of shares in the company

from 59,633,550 to 56,490,195. The board is

comfortable with the shares being purchased by BFW

and due to the cancellation of these shares, every BFW

shareholder will benefit by gaining an increase in their

proportionate equity holding, without the need to

outlay any cash.

The acquisition of the Winner Winner brand in

December 2017 marks a new era for BFW, as the

Group looks to diversify into the development of other

brands, utilising our company strengths in franchising,

marketing and systemisation. In addition to developing

and franchising the Winner Winner brand, BFW has

another concept in incubation and hopes to share more

news around this new brand shortly.

The Group is focused on profit and growth, as well

as development in new areas beyond the BurgerFuel

brand. We thank all shareholders for their support and

we look forward to an exciting year ahead.

Best regards

ANNUAL REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 MARCH 2018

Josef Roberts

Group CEO

Peter Brook

Chairman

PAGE 5PAGE 6
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

NOTE: BFW listed as a company on the NZAX on 27 July 2007

* 2008 reporting period is 9½ months

BURGER FUEL WORLDWIDE LIMITED

REVENUE AND TRADING HISTORY

REVENUELOSSPROFIT AFTER TAX

2009

NZ$7.5M

(NZ$710,282)

2008*

NZ$4.5M

NZ$12.0M

NZ$14.4M

NZ$18.7M

NZ$20.3M

NZ$22.3M

NZ$24.8M

NZ$1,098,294

NZ$400,656

NZ$532,170

NZ$888,948

(NZ$1,143,655)

(NZ$463,062)

(NZ$2,149,067)

2010

NZ$8.7M

(NZ$552,983)

2011

NZ$8.3M

NZ$33,513

2012

NZ$9.6M

NZ$708,360

201320142015201620172018

Total System Sales represent total till sales figures

across the counter for all franchise and company

owned stores. These figures are based on store sales

reported by franchisees to Burger Fuel Limited for

the corresponding financial years, and have not been

independently reviewed or audited by Staples Rodway.

All figures are taken from till sales and are up to and

including the last day of the calendar month. These

figures are exclusive of GST.

Financial years are from 1st April to 31st March. Total system sales represent total till sales figures across the counter

for all franchise and company owned stores.

TOTAL SYSTEM SALES

SALES TREND

TOTAL (UNAUDITED)

SYSTEM SALES UP

5.0% TO $105,227,931

20082009201020112012201320142015201620172018

NZ$33.0M

NZ$38.1M

NZ$49.3M

NZ$66.2M

NZ$82.8M

NZ$29.9M

NZ$25.9M

NZ$22.5M

NZ$96.5M

NZ$100.3M

NZ$105.2M

THE BOARD
MARK PIET

CHIEF FINANCIAL OFFICER

Mark is the CFO & Company

Secretary of BurgerFuel and has

been with the company since

2008.

Mark is a chartered accountant

& a member of Chartered

Accountants Australia and New

Zealand.

Prior to joining BurgerFuel, Mark

worked for Deutsche Bank & The

Economist in London.

TYRONE FOLEY

CHIEF OPERATING OFFICER

Tyrone is the group COO and is

responsible for the management

of all departments at Head Office

and daily operations in all markets

around the world.

Tyrone’s previous management

roles have been with McDonald’s

and BP.

JOSEF ROBERTS

GROUP CEO

Josef is the Group CEO and

is responsible for the overall

direction and management of the

business.

Former CEO and founder of Red

Bull Australasia.

PETER BROOK

CHAIRMAN

MEMBER - BFW AUDIT

COMMITTEE

Peter has 20 years experience in

the investment banking industry,

retiring in 2000 to pursue his

own business and consultancy

activities.

Peter is presently Chairman of

Trust Investment Management

Ltd and Generate Investment

Management Ltd.

Other Directorships: Argosy

Property Ltd, a Trustee of the

Melanesian Mission Trust Board,

and a number of directorships of

private companies.

ALAN DUNN

INDEPENDENT DIRECTOR

CHAIRMAN - BFW AUDIT

COMMITTEE

Former CEO and Chairman of

McDonald’s NZ from 1993 to

2003. In 2004 Alan became

Chicago based VP Operations,

then Regional VP Nordics and

Managing Director Sweden until

retirement from McDonalds in

2007.

Other Directorships: Z Energy,

NZ Post and a number of

directorships of private

companies.

PAGE 9PAGE 10
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF

BURGER FUEL WORLDWIDE LIMITED

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Burger Fuel Worldwide Limited and its subsidiaries

(‘the Group’) on pages 16 to 52, which comprise the consolidated statement of financial position as at 31

March 2018, and the consolidated statement of comprehensive income, consolidated statement of changes

in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated

financial statements, including significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

consolidated financial position of the Group as at 31 March 2018, and its consolidated financial performance

and its consolidated cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards

(‘IFRS’).

Our report is made solely to the Shareholders of Burger Fuel Worldwide Limited, in accordance with the

Companies Act 1993. Our audit work has been undertaken so that we might state those matters which we are

required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by

law, we do not accept or assume responsibility to anyone other than Burger Fuel Worldwide Limited and the

Shareholders of Burger Fuel Worldwide Limited, for our audit work, for our report or for the opinions we have

formed.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’).

Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the

Audit of the Consolidated Financial Statements

section of our report. We are independent of the Group in

accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners

issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards

Board for Accountants’

Code of Ethics for Professional Accountants

(‘IESBA Code’), and we have fulfilled our

other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the

audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor, our firm carries out other assignments for Burger Fuel Worldwide

Limited and its subsidiaries in the area of taxation compliance services. The provision of these other services

has not impaired our independence.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our

audit of the consolidated financial statements of the current year. These matters were addressed in the

context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on these matters. Key audit matters are selected from the matters

communicated with the Directors, but are not intended to represent all matters that were discussed with

them.

Key Audit Matter

How our audit addressed the key audit matter

As disclosed in Note 14 of the Group’s consolidated

financial statements the Group has goodwill of

$1,639,279 allocated across two of the Group’s

cash-generating units (‘CGUs’). Goodwill was

significant to our audit due to the size of the assets

and the subjectivity, complexity and uncertainty

inherent in the measurement of the recoverable

amount of the CGUs’ for the purpose of the

required annual impairment test. The measurement

of a CGUs recoverable amount includes the

assessment and calculation of its ‘value-in-use’.

Management has completed the annual impairment

test for each of the CGUs as at 31 March 2018.

Our audit procedures among others included:

• Evaluating Management’s determination of the

Group’s two CGUs based on our understanding

of the nature of the Group’s business and the

economic environment in which the segments

operate. We also analysed the internal reporting of

the Group to assess how CGUs are monitored and

reported.

• Challenging Management’s assumptions and

estimates used to determine the recoverable value

of its indefinite life intangible assets, including

those relating to forecast revenue, cost, capital

expenditure, discount rates, by adjusting for future

events and corroborating the key market related

assumptions to external data, Procedures included:

• Evaluating the logic of the value-in-use

calculations supporting their annual

impairment test and testing the mathematical


accuracy of these calculations;

• Evaluating Management’s process regarding


the preparation and review of forecasts;

• Evaluating the historical accuracy of


the Group’s forecasting to actual historical


performance;

• Evaluating the forecast growth assumptions;

• Evaluating the inputs to the calculation of the


discount rates applied;

• Engaging our own internal valuation experts


to assess the reasonableness of the discount


rates applied;

• Evaluating Management’s sensitivity


analysis’ for reasonably possible changes in


key assumptions;

• Performing our own sensitivity analysis for


reasonably possible changes in key


assumptions, the two main assumptions being:


the discount rate and forecast growth


assumptions (during both the forecast and


terminal periods); and

• Evaluating the related disclosures about

indefinite life intangible assets which are

included in Note 14 in the Group’s consolidated


financial statements.

PAGE 11PAGE 12
Key Audit Matter

How our audit addressed the key audit matter

Revenue Recognition


The Group’s three largest revenue streams are,

revenue from the sale of goods $12,616,536,

royalties of $6,007,718 and advertising fees

$3,872,596. Revenue recognised from royalties

and advertising fees is calculated based on

agreed percentages of sales made by the Group’s

individual franchisees during the year.

To determine the amount of royalties and

advertising fee to be recognised for the year,

Management has completed royalty and advertising

fee calculations throughout the year based on the

percentages agreed with individual franchisees and

sales information provided by these franchisees

Our procedures among others included:

• Agreeing the percentage of sales due from


the Group’s individual franchisees as royalties


and advertising fees to the relevant franchisee


agreement on a sample basis;

• Evaluating the design and operating


effectiveness of the key controls over the


integrity, accuracy and completeness of


the sales information provided to the Group by


individual franchisees;

• Testing the mathematical accuracy of the


royalties and advertising fee calculation


undertaken by Management on a sample


basis; and

• Evaluating the related disclosures about


royalties and advertising fee revenue included


in Notes 3 and 5 in the Group’s consolidated


financial statements.


Other Information

The Directors are responsible for the other information. The other information comprises the information

included in the Group’s annual report for the year ended 31 March 2018 (but does not include the consolidated

financial statements and our auditor’s report thereon).

Our opinion on the consolidated financial statements does not cover the other information and we do not

express any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements. our responsibility is to read the

other information and. in doing so, consider whether the other information is materially inconsistent with

the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be

materially misstated.

If. based on the work we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact.

We have nothing to report in this regard

Responsibilities of the Directors for the Consolidated Financial Statements

The Directors are responsible on behalf of the Group for the preparation and fair presentation of the

consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of the consolidated financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group for

assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as

a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

As part of an audit in accordance with ISAs (NZ), we exercise professional judgement and maintain professional

scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due

to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence

that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,

forgery, intentional omissions, misrepresentations, or the override of internal control.


Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

Group’s internal control.


Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

and related disclosures made by management.


Conclude on the appropriateness of the use of the going concern basis of accounting by the Directors and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions

that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a

material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures

in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future

events or conditions may cause the Group to cease to continue as a going concern.


Evaluate the overall presentation, structure and content of the consolidated financial statements, including

the disclosures, and whether the consolidated financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.


Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business

activities within the Group to express an opinion on the consolidated financial statements. We are responsible

for the direction, supervision and performance of the group audit. We remain solely responsible for our audit

opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the

audit and significant audit findings, including any significant deficiencies in internal control that we identify

during our audit.

PAGE 13PAGE 14
We also provide the Directors with a statement that we have complied with relevant ethical requirements

regarding independence, and to communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Directors, we determine those matters that were of most

significance in the audit of the consolidated financial statements of the current year and are therefore the

key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public

disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should

not be communicated in our report because the adverse consequences of doing so would reasonably be

expected to outweigh the public interest benefits of such communication.

Matters Relating to the Electronic Presentation of the Audited Consolidated Financial

Statements

This audit report relates to the consolidated financial statements of Burger Fuel Worldwide Limited and its

subsidiaries for the year ended 31 March 2018 included on Burger Fuel Worldwide Limited’s website. The

Directors of Burger Fuel Worldwide Limited are responsible for the maintenance and integrity of Burger Fuel

Worldwide Limited’s website. We have not been engaged to report on the integrity of Burger Fuel Worldwide

Limited’s website. We accept no responsibility for any changes that may have occurred to the consolidated

financial statements since they were initially presented on the website.

The audit report refers only to the consolidated financial statements named above. It does not provide an

opinion on any other information which may have been hyper linked to or from these consolidated financial

statements. If readers of this report are concerned with the inherent risks arising from electronic data

communication they should refer to the published hard copy of the audited consolidated financial statements

and related audit report dated 27 July 2018 to confirm the information included in the audited consolidated

financial statements presented on this website.

Legislation in New Zealand governing the preparation and dissemination of consolidated financial statements

may differ from legislation in other jurisdictions.

The engagement partner on the audit resulting in this independent auditor’s report is D I Searle.

STAPLES RODWAY AUCKLAND

Auckland, New Zealand

27 July 2018

PAGE 16
PAGE 33 4AG5E6R3GVENRULEO U3ERNE3AGVGES6 64F IEV3 3GLG63V

THE FINANCIALS

BURGER FUEL WORLDWIDE LIMITED ANNUAL REPORT 2018

The attached notes form part of these financial statements

CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2018

20182017

Note$$

Revenue524,689,15422,217,345

Operating Expenses6(24,152,919)(20,520,743)

Profit / (Loss) before Interest, Taxation,

Depreciation and Amortisation536,2351,696,602

Depreciation11(535,327)(615,868)

Amortisation14(117,876)(85,771)

(653,203)(701,639)

Profit / (Loss) before Interest and Taxation (116,968)994,963

Interest Income85,052 126,453

Interest Expense(3,550)(6,918)

81,502119,535

Profit / (Loss) before Taxation (35,466)1,114,498

Income Tax Expense7(427,596)(225,550)

Net Profit / (Loss) attributable to shareholders (463,062) 888,948

Other comprehensive income:

Items that may be reclassified subsequently to profit

or loss:

Movement in Foreign Currency Translation Reserve2034,107 3,565

Total comprehensive income (428,955)892,513

Basic Earnings per Share (cents)25(0.78)1.49

Diluted Earnings per Share (cents)25(0.78)1.49

PAGE 18PAGE 17
PAGE 33 4AG5E6R3GVENRULEO U3ERNE3AGVGES6 64F IEV3 3GLG63V

BURGER FUEL WORLDWIDE LIMITED ANNUAL REPORT 2018

CONSOLIDATED STATEMENT OF

FINANCIAL POSITION

AS AT 31 MARCH 2018

20182017

Shareholders’ equityNote$$

Contributed equity1816,034,44316,034,443

Retained earnings19(2,336,651)(1,873,589)

IPO capital costs18(223,432)(223,432)

Other reserves20(271,115)(305,222)

13,203,245 13,632,200

Current assets

Cash and cash equivalents176,300,8786,412,895

Trade and other receivables93,030,8072,634,258

Inventories101,078,8481,174,109

Loans13133,000133,000

10,543,53310,354,262

Non-current assets

Property, plant and equipment112,387,1283,278,161

Deferred tax asset7188,18094,965

Intangible assets142,525,1892,423,975

5,100,4975,797,101

Total assets15,644,03016,151,363

Current liabilities

Trade and other payables151,656,8802,121,142

Income tax payable448,65025,348

Provisions16298,405337,023

2,403,9352,483,513

Non-current liabilities

Provisions1636,85035,650

36,85035,650

Total liabilities2,440,7852,519,163

Net assets13,203,24513,632,200

Net tangible assets per share ($ per share)310.180.19

For and on behalf of the board who approved these financial statements for issue on 27th July 2018.

DirectorDirector

2018

Contributed

Equity

Foreign

Currency

Translation

Reserve

IPO

Capital

Costs

Retained

EarningsTotal Equity

Note$$$$$

Balance as at 1 April 201716,034,443(305,222)(223,432)(1,873,589) 13,632,200

Movement in foreign currency

translation reserve recognised in other

comprehensive income-34,107--34,107

Net Profit for the year ended 31 March

2018---(463,062) (463,062)

Total comprehensive income-34,107-(463,062) (428,955)

Balance as at 31 March 201816,034,443(271,115)(223,432)(2,336,651) 13,203,245

2017

Contributed

Equity

Foreign

Currency

Translation

Reserve

IPO

Capital

Costs

Retained

EarningsTotal Equity

Note$$$$$

Balance as at 1 April 201616,034,443(308,787)(223,432)(2,762,537)12,739,687

Movement in foreign currency

translation reserve recognised in other

comprehensive income-3,565--3,565

Net Profit for the year ended 31 March

2017---888,948 888,948

Total comprehensive income-3,565-888,948 892,513

Balance as at 31 March 201716,034,443(305,222)(223,432)(1,873,589) 13,632,200

CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2018

The attached notes form part of these financial statements

PAGE 19PAGE 20
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

CONSOLIDATED STATEMENT OF

CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2018

20182017

Note$$

Cash flows from operating activities

Cash was provided from:

Receipts from customers24,088,72822,934,671

Interest received85,052126,453

Goods and services tax received / (paid)(15,957)7,918

24,157,82323,069,042

Cash was applied to:

Payments to suppliers & employees(23,225,822)(20,374,689)

Interest paid(3,550)(6,918)

Taxes paid(97,507)(107,015)

(23,326,879)(20,488,622)

Net cash flows provided from / (applied to)

operating activities26830,9442,580,420

Cash flows from investing activities

Cash was provided from:

Repayments from franchisees-46,000

Sale of property, plant and equipment 1,176,152140,419

1,176,152186,419

Cash was applied to:

Acquisition of intangible assets14(219,090)(195,180)

Advance to supplier13-(133,000)

Acquisition of property, plant & equipment(1,898,729)(814,513)

Acquisition of subsidiary29-(1,298,067)

(2,117,819)(2,440,760)

Net cash flows applied to investing activities(941,667)(2,254,341)

Net movement in cash and cash equivalents(110,723)326,079

Exchange gains / (loss) on cash and cash

equivalents(1,294)8,528

Opening cash and cash equivalents6,412,8956,078,288

Closing cash and cash equivalents176,300,8786,412,895


The attached notes form part of these financial statements

1) REPORTING ENTITIES AND STATUTORY BASE

Burger Fuel Worldwide Limited is a Company registered

under the Companies Act 1993 and is listed with the

New Zealand Alternative Stock Exchange (NZAX).

The Company is a Financial Markets Conduct (FMC)

reporting entity for the purposes of the Financial

Markets Conduct Act 2013 and its financial statements

comply with that Act.

The financial statements presented are those of Burger

Fuel Worldwide Limited (the ‘Group’). A list of its wholly

owned subsidiaries is listed in note 12 of the financial

statements.

The Group operates as a franchisor of gourmet

burger restaurants and is a for-profit oriented entity,

incorporated and domiciled in New Zealand.

2) BASIS OF PREPARATION

Statement of Compliance

The financial statements have been prepared in

accordance with New Zealand Generally Accepted

Accounting Practice (“NZ GAAP”) and the requirements

of the Companies Act 1993, the Financial Reporting

Act 2013 and the Financial Markets Conduct Act 2013.

They comply with the New Zealand equivalents to

International Financial Reporting Standards (“NZ IFRS”),

and other applicable Financial Reporting Standards

as appropriate for, for-profit oriented entities. For the

purposes of complying with NZ GAAP, the Group is a

Tier 1 for-profit entity as defined in the XRB’s Accounting

Standards Framework. These financial statements also

comply with International Financial Reporting Standards

(“IFRS”).

These financial statements are presented in New Zealand

dollars ($), which is the Company’s functional currency

and they have been rounded to the nearest dollar.

The financial statements were approved by the Board of

Directors on the date set out on page 17 of the Annual

Report.

Basis of Measurement

These financial statements have been prepared under

the historical cost convention, as modified by the

revaluation of certain assets and liabilities in specific

accounting policies below.

Use of Estimates and Judgements

The preparation of financial statements in conformity

with NZ IFRS requires management to make estimates

and assumptions that affect the reported amounts

of assets and liabilities at the date of the financial

statements and the reported amounts of revenues and

expenses during the year. Actual results could differ

from those estimates. The principal areas of judgments

in preparing these financial statements are set out

below:

Impairment of Receivables

The Group maintains an allowance for estimated losses

expected to arise from customers being unable to make

required payments. This allowance takes into account

known commercial factors impacting specific customer

accounts, as well as the overall profile of the Group’s

debtors’ portfolio. In assessing the allowance, factors

such as past collection history, the age of receivable

balances, the level of activity in customer accounts, as

well as general, macro-economic trends, are taken into

account. The impairment of receivables is detailed in

note 9 of the financial statements.

Accounting for Income Tax

Preparation of the annual financial statements requires

management to make estimates as to, amongst other

things, the amount of tax that will ultimately be payable,

the availability of losses to be carried forward and the

amount of foreign tax credits it will receive in each of

the jurisdictions it operates in.

Deferred tax assets are recognised for deductible

temporary differences and unused tax losses (where

applicable) only to the extent that it is probable that

future taxable amounts will be available to utilise those

temporary differences and losses. Actual results may

differ from these estimates as a result of reassessment

by management or taxation authorities. Refer to note 7

for additional information on accounting for income tax.

Impairment of Goodwill

The Group reviews Goodwill for indicators of impairment

at least on an annual basis. This requires an estimation

of the fair value of the cash-generating units to which

the Goodwill are allocated. Estimating the fair value

amount requires management to make an estimate of

the expected future cash flows from the cash-generating

unit in the forecasted period and also to determine a

suitable discount rate in order to calculate the present

value of those cash flows. The Group’s longer term

forecasts are subject to a higher level of uncertainty

as it mostly depends on consumer spending, market

conditions and level of competition. For additional

information on the impairment test, reference is made to

note 14.1 - Intangible Assets.

3) SPECIFIC ACCOUNTING POLICIES

The following is a summary of specific accounting

policies adopted by the Group in the preparation of

the financial statements that materially affect the

measurement of financial performance, cash flows and

the financial position.

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 21PAGE 22
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

3) SPECIFIC ACCOUNTING POLICIES

(CONTINUED)

a) Basis of Consolidation

Subsidiaries

Subsidiaries are all entities over which the Group has

control. The Group controls an entity when the Group

is exposed to, or has rights to, variable returns from

its involvement with the entity and has the ability to

affect those returns through its power over the entity.

Subsidiaries are fully consolidated from the date on

which control is transferred to the Group. They are

deconsolidated from the date that control ceases.

The Group uses the acquisition method of accounting to

account for business combinations. The consideration

transferred for the acquisition of a subsidiary is the

fair values of the assets transferred, the liabilities

incurred and the equity interests issued by the Group.

The consideration transferred includes the fair value

of any asset or liability resulting from a contingent

consideration arrangement.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent

liabilities assumed in a business combination are

measured initially at their fair values at the acquisition

date.

Inter-company transactions, balances and unrealised

gains on transactions between Group companies

are eliminated. Unrealised losses are also eliminated.

Accounting policies of subsidiaries have been changed

where necessary to ensure consistency with the policies

adopted by the Group.

b) Revenue Recognition

Revenue shown in the Statement of Comprehensive

Income comprises those amounts received and

receivable for goods and services supplied to customers

in the ordinary course of business.

Sale of Goods

Revenue from the sale of goods is measured at the

fair value of the consideration received or receivable,

net of returns, allowances and discounts. Revenue is

recognised when the significant risks and rewards of

ownership have been transferred to the buyer, recovery

of the consideration is probable, the associated costs of

possible return of goods can be estimated reliably and

there is no continuing management involvement with

the goods.

Franchise Fees

Franchise fees (incorporating master franchise fees) for

the provision of continuing services, whether part of the

initial fee or a separate fee, are recognised as revenue as

the services are rendered. Fees charged for the use of

continuing rights granted by the agreement, or for other

services provided during the period of the agreement,

are recognised as revenue as the services are provided

or the rights used.

Royalties

Royalty income is recorded when it is probable that

economic benefits will flow to the entity and amounts

can be reliably measured. It is calculated on an accruals

basis in accordance with the substance of the Franchise

or Master Licence Agreement.

Training Fees

Training fee income is recognised as the twelve week

training course is provided to the new operator.

Advertising Income

Advertising income is recognised when it is probable

that economic benefits will flow to the entity and

amounts can be reliably measured. It is calculated on an

accruals basis in accordance with the substance of the

Franchise or Master Licence Agreement.

Construction Management Fees

Construction management fees are recognised on a

percentage of completion basis, as the store build

progresses.

Dividends

Dividend income is recorded in the Statement of

Comprehensive Income when the right to receive the

dividend is established.

Other Income

All other income is recognised when significant risks and

rewards have been transferred to the buyer, there is loss

of effective control by the seller and the amount and

costs can be reliably measured.

c) Accounts Receivable

Accounts receivable are recognised at fair value and

subsequently measured at amortised cost using the

effective interest method, less any allowance for

impairment. An allowance for impairment is established

where there is objective evidence the Group will not be

able to collect all amounts due according to the original

terms of the receivable. Significant financial difficulties

of the debtor, probability that the debtor will enter into

bankruptcy, or financial reorganisation and default or

delinquency in payment (more than 30 days overdue)

are considered objective evidence of impairment. Bad

debts are written off during the period in which they are

identified. If these debts are subsequently collected then

a gain is recognised in profit or loss.

d) Inventories

Inventories are stated at the lower of cost and net

realisable value after due consideration for excess and

obsolete items. Cost is based on the first in, first out

principle and includes expenditure incurred in acquiring

the inventories and bringing them to their

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

3) SPECIFIC ACCOUNTING POLICIES

(CONTINUED)

existing condition and location. Net realisable value

is the estimated selling price in the ordinary course of

business, less estimated selling expenses.

e) Financial Instruments

The Group has the option to classify its financial

instruments in the following categories: financial assets

/ liabilities at fair value through profit or loss, loans

and receivables, held to maturity investments, available

for sale financial assets and other financial liabilities.

Management determines the classification on initial

recognition and re-evaluates this designation at every

reporting date. At balance date all of the Group’s

financial assets were classified as loans and receivables.

Loans and Receivables

Loans and receivables are non-derivative financial assets

with fixed or determinable payments that are not quoted

in an active market.

Loans and receivables are initially recognised at fair

value plus transaction costs and are thereafter carried at

amortised cost using the effective interest method.

Loans and receivables are derecognised when the

rights to receive cash flows from them have expired or

have been transferred and the Group has transferred

substantially all the risks and rewards of ownership. The

Group assesses at each balance date whether there is

objective evidence that a financial asset or a group of

financial assets is impaired.

Other Financial Liabilities

These amounts represent unsecured liabilities for

goods and services provided to the Group prior to

the end of the financial year which are unpaid. Other

financial liabilities are recognised initially at fair value

and subsequently measured at amortised cost using the

effective interest method. The Group’s other financial

liabilities are trade and other payables, and these are

usually paid within 30 days.

f) Share Capital

Ordinary Shares

Incremental costs directly attributable to the issue of

ordinary shares and share options are recognised as a

deduction from equity.

g) Finance Income and Expense

For all financial instruments measured at amortised cost,

interest income and expense is recorded at the effective

interest rate.

h) Property, Plant and Equipment

Recognition and Measurement

Items of property, plant and equipment are measured

at cost less accumulated depreciation and impairment

losses.

Cost includes expenditures that are directly attributable

to the acquisition of the asset. The cost of self-

constructed assets includes the cost of materials and

direct labour, any other costs directly attributable

to bringing the asset to a working condition for its

intended use, and the costs of dismantling and removing

the items and restoring the site on which they are

located. Purchased software that is integral to the

functionality of the related equipment is capitalised as

part of that equipment.

When parts of an item of property, plant and equipment

have different useful lives, they are accounted for as

separate items (major components) of property, plant

and equipment.

Subsequent Costs

The cost of replacing part of an item of property, plant

and equipment is recognised in the carrying amount

of the item if it is probable that the future economic

benefits embodied within the part will flow to the Group

and its cost can be measured reliably. The costs of the

day-to-day servicing of property, plant and equipment

are recognised in profit and loss as incurred.

Property, plant and equipment are stated at cost less

accumulated depreciation. The following depreciation

rates have been used:

Motor Vehicles 16% - 36% diminishing value &

straight line (USA)

Leasehold Improvements 9% - 26.4% diminishing value

& straight line (USA)

Information Technology 33% - 67% diminishing value

& straight line (USA)

Furniture & Fittings 10% - 80.4% diminishing value

& straight line (USA)

Kitchen Equipment 13% - 39.6% diminishing value

& straight line (USA)

Office Equipment 10% - 60% diminishing value

& straight line (USA)

Where an asset is disposed of, the gain or loss

recognised in the Statement of Comprehensive Income

is calculated as the difference between the sale price

and the carrying amount of the asset.

i) Leased Assets

Operating and Financing Leases

Operating lease payments are recognised as an expense

in the periods the amounts are payable in the Statement

of Comprehensive Income on a straight line basis.

j) Intangible Assets

The Group’s intangible assets have finite useful lives with

the exception of Goodwill and are stated at cost

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 23PAGE 24
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

3) SPECIFIC ACCOUNTING POLICIES

(CONTINUED)

less accumulated amortisation. The intangible assets are

amortised in the Statement of Comprehensive Income

on a straight line basis over the period during which

benefits are expected to be derived, which is up to 10

years. Where there has been an impairment in the value,

the balance has been written off in the Statement of

Comprehensive Income.

Subsequent expenditure is capitalised only when it

increases the future economic benefits embodied in the

intangible asset to which it relates. All other expenditure

is recognised in the Statement of Comprehensive

Income when incurred.

As part of a business combination, an acquirer may

acquire a right that it had previously granted to the

acquiree to use one or more of the acquirer’s recognised

or unrecognised assets. An example of such rights

include a right to use the acquirer’s trade name under a

franchise agreement. A reacquired right is an identifiable

intangible asset that the acquirer recognises separately

from goodwill. Reacquired rights are initially valued at

the present value of the expected future cash flows,

which is subsequently used as cost and amortised on a

straight-line basis over its useful life, being the remaining

contractual period without considering contractual

extension possibilities, but not exceeding 10 years.

k) Employee Benefits

Short-term Benefits

Short-term employee benefit obligations are measured

on an undiscounted basis and are expensed as the

related service is provided.

A provision is recognised for the amount expected to

be paid under short-term cash bonus or profit-sharing

plans if the Group has a present legal or constructive

obligation to pay this amount as a result of past service

provided by the employee and the obligation can be

estimated reliably.

The Group pays contributions to superannuation plans,

such as KiwiSaver and 401(k) in the US. The Group has

no further payment obligations once the contributions

have been paid. The contributions are recognised as an

employee benefit expense when they are due. Prepaid

contributions are recognised as an asset to the extent

that a cash refund or a reduction in the future payments

is available.

l) Taxation

Income tax expense comprises current and deferred tax.

Current and deferred tax are recognised as an expense

or income in the profit or loss, except when they relate

to items that are recognised outside profit or loss

(whether in other comprehensive income or directly in

equity), in which case the tax is also recognised outside

profit or loss.

Current tax is the expected tax payable on the taxable

income for the year, using tax rates enacted or

substantively enacted at the reporting date, and any

adjustment to tax payable in respect of previous years.

Deferred tax is provided using the liability method,

providing for temporary differences between the

carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for taxation

purposes. Temporary differences are not provided for

the initial recognition of assets or liabilities that affect

neither accounting nor taxable profit. The amount of

deferred tax provided is based on the expected manner

of realisation or settlement of the carrying amounts

of assets and liabilities, using tax rates enacted or

substantively enacted at the balance date. A deferred

tax asset is recognised only to the extent that it is

probable that future taxable profits will be available

against which the asset can be utilised. Deferred tax

assets are reduced to the extent that it is no longer

probable that the related tax benefit will be realised.

m) Goods and Services Tax (GST)

The Statement of Comprehensive Income and Cash

Flows has been prepared so that all components are

stated exclusive of GST. All items in the Statement

of Financial Position are stated net of GST, with the

exception of receivables and payables, which include

GST invoiced. The operations of the Group comprise

both exempt and non-exempt supplies for GST

purposes.

n) Foreign Currency

Foreign Currency Transactions

Transactions in foreign currencies are translated into

the functional currencies of the entities within the

Group at exchange rates at the date of the transactions.

Monetary assets and liabilities denominated in foreign

currencies at the reporting date are retranslated to the

functional currency at the exchange rate at that date.

The foreign currency gain or loss on monetary items is

the difference between amortised cost in the functional

currency at the beginning of the period, adjusted for

effective interest and payments during the period, and

the amortised cost in foreign currency translated at the

exchange rate at the end of the period. Foreign currency

differences arising on retranslation are recognised in the

profit or loss.

Foreign Operations

The assets and liabilities of foreign operations are

translated to New Zealand dollars at exchange rates at

the reporting date. The revenue and expenses of foreign

operations are translated to New Zealand dollars at the

average exchange rates for the period where this rate

approximates the rate at the date of the transaction.

Foreign currency differences are recognised in the

Foreign Currency Translation Reserve (FCTR). When

a foreign operation is disposed of, in part or in full,

the relevant amount in the FCTR is transferred to the

Statement of Comprehensive Income.

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

3) SPECIFIC ACCOUNTING POLICIES

(CONTINUED)

o) Statement of Cash Flows

Cash and cash equivalents comprise cash at bank and

call deposits. Investing activities comprise the purchase

and sale of fixed assets, acquisition of a subsidiary and

intangible assets along with any funding made available

or repaid from franchisees. Financing activities comprise

any changes in equity and debt and the payment

of dividends (if any). Operating activities include all

transactions and other events that are not investing or

financing activities.

p) Earnings and Net Tangible Assets Per Share

The Group presents basic and diluted Earnings Per

Share (EPS) data for its ordinary shares. Basic EPS is

calculated by dividing the profit or loss attributable to

ordinary shareholders of the Group by the weighted

average number of shares outstanding during the year.

Diluted EPS is calculated by adjusting the profit or loss

attributable to ordinary shareholders and the weighted

average number of ordinary shares outstanding for the

effects of all dilutive potential ordinary shares, which

includes share options granted to employees.

The Group also presents Net Tangible Assets Per Share

for its ordinary shares and it is calculated by dividing

the net tangible assets of the Group by the number of

shares outstanding at the end of the year.

q) Segment Reporting

Operating segments have been identified based on the

information provided to the chief operating decision

maker; being the Board of Directors.

The Group operates in four operating segments – these

consist of the following geographical locations, New

Zealand, Australia, United States of America and the

Middle East.

There have been no changes from prior years in the

measurement methods used to determine reported

segment profit or loss.

r) Goodwill

Goodwill represents the future economic benefits arising

from a business combination that are not individually

identified and separately recognised. Goodwill is carried

at cost less accumulated impairment losses. Refer

to Note 14.1 for a description of impairment testing

procedures.

s) Impairment testing of Goodwill, Other

intangible Assets and Non-financial Assets

For impairment assessment purposes, assets are

grouped at the lowest levels for which there are largely

independent cash inflows (cash-generating units).

As a result, some assets are tested individually for

impairment and some are tested at cash-generating unit

level. Goodwill is allocated to those cash-generating

units that are expected to benefit from synergies of the

related business combination and represent the lowest

level within the Group at which management monitors

goodwill.

Cash-generating units to which goodwill has been

allocated (determined by the Group’s management as

equivalent to its operating segments) are tested for

impairment at least annually. All other individual assets

or cash-generating units are tested for impairment

whenever events or changes in circumstances indicate

that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by

which the asset’s or cash-generating unit’s carrying

amount exceeds its recoverable amount, which is the

higher of fair value less costs to sell and value-in-use.

To determine the value-in-use, management estimates

expected future cash flows from each cash-generating

unit and determines a suitable interest rate in order to

calculate the present value of those cash flows.

The data used for impairment testing procedures are

directly linked to the Group’s latest approved budget,

adjusted as necessary to exclude the effects of future

reorganisations and asset enhancements. Discount

factors are determined individually for each cash-

generating unit and reflect management’s assessment

of respective risk profiles, such as market and asset-

specific risks factors.

The carrying amounts of the Group’s non-financial

assets, other than inventories and deferred tax assets

are reviewed at each reporting date to determine

whether there is any indication of impairment. If any

such indication exists then the asset’s recoverable

amount is estimated.

An impairment loss is recognised if the carrying

amount of an asset exceeds its recoverable amount.

Impairment losses are recognised in the Statement of

Comprehensive Income.

Impairment losses for cash-generating units reduce

first the carrying amount of any Goodwill allocated to

that cash-generating unit. Any remaining impairment

loss is charged pro rata to the other assets in the

cash-generating unit. With the exception of Goodwill,

all assets are subsequently reassessed for indications

that an impairment loss previously recognised may no

longer exist. An impairment charge is reversed if the

cash-generating unit’s recoverable amount exceeds its

carrying amount.

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 25PAGE 26
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

4) NEW STANDARDS ADOPTED AND

INTERPRETATIONS NOT YET ADOPTED

At the date of authorisation of these financial

statements, the following Standards and Interpretations

were in issue but not yet effective:

NZ IFRS 9 – Financial instruments (effective date

from 1 January 2018)

NZ IFRS 9 introduces new requirements for the

classification and measurement of financial assets and

liabilities.

These requirements improve and simplify the approach

for classification and measurement of financial assets

compared with the requirements of NZ IAS 39. The main

changes are:

(a) Financial assets that are debt instruments

will be classified based on (1) the objective of

the entity’s business model for managing the

financial assets; and (2) the characteristics of the

contractual cash flows.

(b) Allows an irrevocable election on initial

recognition to present gains and losses on

investments in equity instruments that are

not held for trading in other comprehensive

income (instead of in profit or loss). Dividends in

respect of these investments that are a return on

investment can be recognised in profit or loss and

there is no impairment or recycling on disposal of

the instrument.

(c) Introduces a ‘fair value through other

comprehensive income’ measurement category

for particular simple debt instruments.

(d) Financial assets can be designated and measured

at fair value through profit or loss at initial

recognition if doing so eliminates or significantly

reduces a measurement or recognition

inconsistency that would arise from measuring

assets or liabilities, or recognising the gains and

losses on them, on different bases.

(e) Where the fair value option is used for financial

liabilities the change in fair value is to be

accounted for as follows:

• The change attributable to changes in credit

risk are presented in other comprehensive

income (OCI); and

• The remaining change is presented in profit or

loss.

If this approach creates or enlarges an accounting

mismatch in the profit or loss, the effect of the changes

in credit risk are also presented in profit or loss.

Otherwise, the following requirements have generally

been carried forward unchanged from NZ IAS 39 into NZ

IFRS 9

• Classification and measurement of financial

liabilities; and

• Derecognition requirements for financial assets

and liabilities.

NZ IFRS 9 requirements regarding hedge accounting

represent a substantial overhaul of hedge accounting

that will enable entities to better reflect their risk

management activities in the financial statements.

NZ IFRS 9 also contains a new impairment model based

on expected credit losses. The model makes use of

more forward-looking information. In applying this

more forward-looking approach, a distinction is made

between:

• Financial instruments that have deteriorated

significantly in credit quality since initial

recognition and whose credit risk is not low.

The Group intends to adopt NZ IFRS 9 on its effective

date. Management does not expect a significant change

to the way in which the group measures its financial

instruments.

NZ IFRS 15 – Revenue from contracts with

customers (effective date from 1 January 2018)

NZ IFRS 15:

• replaces NZ IAS 18 Revenue, NZ IAS 11

Construction Contracts and some revenue-

related interpretations.

• establishes a new control-based revenue

recognition model. .

• changes the basis for deciding whether

revenue is to be recognised over time or at a

point in time

• provides new and more detailed guidance on

specific topics.

• expands and improves disclosures about

revenue.

In particular, NZ IFRS 15 includes important new

guidance on:

• contracts involving the delivery of two or

more goods or services – when to account

separately for the individual performance

obligations in a multiple element arrangement,

how to allocate the transaction price, and

when to combine contracts timing – whether

revenue is required to be recognised over time

or at a single point in time.

• variable pricing and credit risk – addressing

how to treat arrangements with variable or

contingent (e.g. performance-based) pricing,

and introducing an overall constraint on

revenue.

• time value – when to adjust a contract price

for a financing component, and

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

4) NEW STANDARDS ADOPTED AND

INTERPRETATIONS NOT YET ADOPTED

(CONTINUED)

• various specific issues, such as non-cash

consideration and asset exchanges, contract

costs, rights of return and other customer

options, supplier repurchase options,

warranties, principal versus agent, licencing,

breakage, non-refundable upfront fees, and

consignment and bill-and-hold arrangements.

Transition to NZ IFRS 15 is retrospective, but it is subject

to various practical expedients.

The Group intends to adopt NZ IFRS 15 on its effective

date. During the current financial period, the Group

assessed the potential impact of NZ IFRS 15. Work

focussed on segregating the different revenue streams

that exist within the business and based on preliminary

assessments the Group has determined that NZ

IFRS 15 will have a significant impact on the Group’s

Consolidated Statement of Comprehensive Income

and Consolidated Statement of Financial Position

disclosures. The retrospective adjustment to retained

earnings for the franchise fee & licence fee income will

be approximately $2.0 million, & the annual revenue

adjustment will not be material; The above has no cash

effect to the Group and the change is for financial

reporting purposes only.

NZ IFRS 16 – Leases (effective date from 1

January 2019)

NZ IFRS 16 sets out the principles for the recognition,

measurement, presentation and disclosure of leases.

The new lease accounting standard provides much-

improved transparency and comparability of Groups’

lease assets and lease liabilities for investors and other

users of general purpose financial statements.

The Standard eliminates the classification of leases

as either operating leases or finance leases. Instead,

there is a single lessee model which requires a lessee to

recognise on the statement of financial position assets

and liabilities for all leases with a term of more than 12

months, unless the underlying asset is of low value.

NZ IFRS 16 will impact the Groups Statement of

Financial Position as they hold the head leases on all

the New Zealand franchised & company owned stores.

The value of the lease will be capitalised on the balance

sheet with a liability offset to reflect the lease with the

franchisee.

The accounting requirements for lessors are

substantially the same as those in NZ IAS 17. A lessor,

therefore, continues to classify its leases as operating

leases or finance leases, and continues to account for

those two types of leases differently.

NZ IFRS 16 applies to Tier 1 and Tier 2 for-profit

reporting entities, and is effective for annual periods

beginning on or after 1 January 2019.

The Group intends to adopt NZ IFRS 16 on its effective

date and has yet to assess its full impact. However based

on preliminary assessments the Group has determined

that NZ IFRS 16 will have a significant impact on the

Group’s Statement of Financial Position and Income

Statement disclosures.

In addition to the head office & warehouse leases,

BFW also holds the head leases on all 55 Burger

Fuel stores in New Zealand with 52 of these being

franchised stores. Management’s process to date

highlights that the potential impact based on the current

lease arrangements is expected to be material to the

Statement of Financial Position on the date of adoption.

The indicative impacts of implementing NZ IFRS 16 are

as follows for all leases that the Group is a party to:

Initial recognition and measurement:

• Recognition of a right of use (‘ROU’) asset.

Initial measurement of the ROU asset would

include the initial present value of the lease

liability, the initial direct costs, prepayments

made to lessor, less any lease incentives

received from the lessor and restoration,

removal and dismantling costs; and

• Recognition of a lease liability, which would

reflect the initial measurement of the present

value of lease payments, including reasonably

certain renewals.

Subsequent measurement:

• ROU asset: Depreciate the ROU asset based on

NZ IAS 16 ‘Property, plant and equipment’.

• Lease liability: Accrete liability based on the

effective interest method, using a discount

rate determined at lease commencement (as

long as a reassessment and a change in the

discount rate have not occurred) and reduce

the liability by payments made.

NZ IFRS 16 will have a material impact on the Group’s

financial statements and will be dependent on the leases

that the Group is a party to as at the beginning of the

year ended 31 March 2020. The Group’s operating lease

commitments as at 31 March 2018 are set out in note 22,

measurement of the lease liability and asset under NZ

IFRS 16 is yet to be fully assessed.

The Group will adopt NZ IFRS 16 for the accounting

period beginning on 1 April 2019.

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 28PAGE 27
BURGER FUEL WORLDWIDE LIMITED ANNUAL REPORT 2018

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20182017

$$

Sale of Goods12,616,53610,765,657

Franchising Fees495,000175,000

Training Fees15,00030,000

Royalties6,007,7185,713,461

Advertising Fees3,872,5963,679,221

Construction and Property Management Fees55,00057,500

Gain on Sale of Fixed Assets-28,348

Foreign Exchange Gains / (losses) (42,290)(2,809)

Other Income1,669,5941,770,967

24,689,15422,217,345

20182017

$$

Operating expenses include:

Cost of Sales6,327,3045,782,067

Rental and Operating Lease Costs1,011,274867,886

Loss on Disposal of Property, Plant

and Equipment190,54767,532

Loss on Disposal of US Entity (refer note 32)880,846-

Directors’ Fees120,000120,000

Wages and Salaries5,149,3284,542,842

Contributions to a defined contribution plan161,099155,827

Key management personnel costs: (refer note 24)

- Salary and other short-term benefits2,694,5842,308,788

Auditors’ remuneration – Audit Services – Staples Rodway:

- Audit of Financial Statements84,87072,107

- Tax and other compliance services19,208-

Other Operating Expenses 3,326,5412,831,789

Provision for Doubtful Debts (refer note 9)129,417120,583

Write-off of obsolete signage (refer note 10)165,505-

Advertising Expenditure3,892,3963,651,322

24,152,91920,520,743

5) REVENUE

6) EXPENSES

The above key management personnel costs include remuneration of the Group Chief Executive, Founding Director,

Directors and the members of the executive team.

BURGER FUEL WORLDWIDE LIMITED ANNUAL REPORT 2018

20182017

$$

Taxation expense is represented by:

Current Tax520,811243,994

Deferred Tax(93,215)(18,444)

427,596225,550

Profit / (Loss) before income tax expense(35,466)1,114,498

Timing differences & non-deductible expenses:

50% entertainment61,33753,718

Write-off of US Debtors(1,148,504)-

Depreciation & Amortisation12,513-

Accruals12,301856

Prepayments4,429-

Make good provision1,2001,200

Holiday pay not paid out within 63 days(20,036)(38,139)

Capital gain on sale of assets-(28,348)

Deemed Income relating to closure of US operations724,518-

Provision for Doubtful Debts129,417120,583

US Depreciation(25,278)(26,156)

Other(2,004)1,353

(250,107)85,067

Taxable Profit / (Loss)(285,573)1,199,565

Loss made by Australian and US Entities2,862,866-

Non-taxable Middle East Income(912,287)-

Tax losses utilised-(455,028)

Net Taxable Profit1,665,006744,537

Taxation at the Company’s effective tax rate466,202243,994

Deferred tax movement(93,215)(18,444)

Under Provision of Prior Period54,609-

Total income tax expense per statement of

comprehensive income427,596225,550

7) INCOME TAX

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 30PAGE 29
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20182017

Reconciliation of deferred tax asset:$$

Deferred tax on temporary differences

Opening balance 94,96576,375

Reversal of previously recognised US deferred tax liability 14,223-

Provision for employee benefits(5,610)(10,679)

Provisions for make good336336

Provision for doubtful debts70,000-

Recognition of USA Non-Operating loss-22,518

Depreciation3,5043,720

US State Deferred Assets / (liabilities)-(937)

Accruals12,1122,866

Prepayments(1,350)766

188,18094,965

Opening Balance94,96576,375

Charged to profit or loss78,99218,444

Reversal of previously recognised US deferred tax14,223-

Foreign Currency transition-146

Closing Balance 188,18094,965

20182017

$$

Opening balance644,468642,848

Add

Terminal tax paid30,784-

Resident withholding tax25,74732,411

56,53132,411

Deduct

Income tax refund received(59,678)(10,791)

(59,678)(10,791)

Closing Balance641,321644,468

7) INCOME TAX (CONTINUED)

The Group has $4,032,111 of unrecognised losses to be carried forward (2017: $1,834,262). The potential benefit

of these losses is $1,128,991 (2017: $513,593) which has not been recognised in the financial statements. The losses

carried forward relate to the Australian and US operations which are not currently profitable.

The Group has recognised a deferred tax asset of $188,180 (2017: $94,965) with respect to other timing differences.

This has been recognised as it is probable that future taxable profit will be available to allow the asset to be utilised.

The weighted average tax rate of the Group is effectively 28% based on earnings in NZ (2017: 20.2% based on

operating in New Zealand, USA and Australia). There are no other tax jurisdictions, other than New Zealand, USA and

Australia, in which the Group earns taxable income.

8) IMPUTATION CREDITS

20182017

$$

Trade receivables2,267,4562,500,440

Trade receivables – USA licence (refer note 24)261,000-

Trade receivables – USA store sale (refer note 24)609,000-

Prepayments70,97765,277

Sundry receivables72,374189,124

3,280,8072,754,841

Doubtful Debt Provision(250,000)(120,583)

3,030,8072,634,258

20182017

$$

Opening Balance(120,583)(634,362)

Provision Utilised-634,362

Additional provisions(129,417)(120,583)

Closing Balance(250,000)(120,583)

20182017

$$

Finished Goods1,078,8481,174,109

Total Finished Goods1,078,8481,174,109

Finished goods includes signage, kitchen equipment & proprietary products (BurgerFuel sauces & dry goods).

During the year $165,505 of obsolete signage was written off. (2017: Nil).

9) TRADE AND OTHER RECEIVABLES

10) INVENTORIES

Receivables denominated in currencies other than the presentation currency are Australian Dollars, US Dollars and

UAE Dirhams and they comprise 44.9% of the trade receivables (2017: 44.3%) The total receivables impaired for the

2018 financial year are $250,000 (2017: $120,583).

The doubtful debt provision was derived from unpaid royalties & marketing levies from the Middle East. This has been

assessed by management & the directors in relation to collectability.

Impairment Provision Movement:

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 31PAGE 32
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

Motor

vehicles

Office

equipment

Furniture

and fittingsIT

2018$$$$

Cost

Balance 1 April 20171,104,942108,2851,143,9431,049,018

Additions157,6631,715437,177284,637

Disposals(310,604)(1,149)(351,484)(87,702)

Cost at 31 March 2018952,001108,8511,229,6361,245,953

Depreciation and impairment losses

Balance 1 April 2017668,92668,670622,397779,708

Depreciation for the year69,3456,871102,153187,002

Foreign exchange impact7,132(827)1,805(3,455)

Balance 31 March 2018745,40374,714726,355963,255

Net Book Value

Balance 1 April 2017436,01639,615521,546269,310

Depreciation for the year(69,345)(6,871)(102,153)(187,002)

Additions157,6631,715437,177284,637

Disposals(310,604)(1,149)(351,484)(87,702)

Foreign exchange impact(7,132)827(1,805)3,455

Net Book Value at 31 March 2018206,59834,137503,281282,698

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

11) PROPERTY, PLANT & EQUIPMENT

Kitchen

equipment

Leasehold

improvementsTotal

2018$$$

Cost

Balance 1 April 2017598,5272,264,1536,268,868

Additions434,726582,8111,898,729

Disposals(322,240)(1,174,367)(2,247,546)

Cost at 31 March 2018711,0131,672,5975,920,051

Depreciation and impairment losses

Balance 1 April 2017269,330581,6762,990,707

Depreciation for the year59,221110,735535,327

Foreign exchange impact7621,4726,889

Balance 31 March 2018329,313693,8833,532,923

Net Book Value

Balance 1 April 2017329,1971,682,4773,278,161

Depreciation for the year(59,221)(110,735)(535,327)

Additions434,726582,8111,898,729

Disposals(322,240)(1,174,367)(2,247,546)

Foreign exchange impact(762)(1,472)(6,889)

Net Book Value at 31 March 2018381,700978,7142,387,128

11) PROPERTY, PLANT & EQUIPMENT (CONTINUED)

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 33PAGE 34
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Motor

vehicles

Office

equipment

Furniture

and fittingsIT

2017

Cost

Balance 1 April 20161,216,241108,6161,087,113912,940

Additions1,453-81,490147,359

Disposals(112,752)(331)(24,660)(11,281)

Cost at 31 March 20171,104,942108,2851,143,9431,049,018

Depreciation and impairment losses

Balance 1 April 2016509,28559,714516,130621,609

Depreciation for the year154,9658,942105,004158,037

Foreign exchange impact4,676141,26362

Balance 31 March 2017668,92668,670622,397779,708

Net Book Value

Balance 1 April 2016706,95648,902570,983291,331

Depreciation for the year(154,965)(8,942)(105,004)(158,037)

Additions1,453-81,490147,359

Disposals(112,752)(331)(24,660)(11,281)

Foreign exchange impact(4,676)(14)(1,263)(62)

Net Book Value at 31 March 2017436,01639,615521,546269,310

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

11) PROPERTY, PLANT & EQUIPMENT (CONTINUED)

Kitchen

equipment

Leasehold

improvementsTotal

2017$$$

Cost

Balance 1 April 2016538,1541,659,4835,522,547

Additions78,137617,485925,924

Disposals(17,764)(12,815)(179,603)

Cost at 31 March 2017598,5272,264,1536,268,868

Depreciation and impairment losses

Balance 1 April 2016205,552454,7772,367,067

Depreciation for the year63,050125,870615,868

Foreign exchange impact7281,0297,772

Balance 31 March 2017269,330581,6762,990,707

Net Book Value

Balance 1 April 2016332,6021,204,7063,155,480

Depreciation for the year(63,050)(125,870)(615,868)

Additions78,137617,485925,924

Disposals(17,764)(12,815)(179,603)

Foreign exchange impact(728)(1,029)(7,772)

Net Book Value at 31 March 2017329,1971,682,4773,278,161

The capital gain on sale recorded in the Statement of Comprehensive Income was $28,348 last year, relating to the

sale of motor vehicles, IT equipment and kitchen equipment. For the year ended 31 March 2018 there was no capital

gain on sale.

In FY18 all the assets in Australia were written off or sold to the New Zealand entity and the US entity BF Indiana Two

LLC was sold to the founding Director. (Refer note 32 for additional information on the US entity sale).

11) PROPERTY, PLANT & EQUIPMENT (CONTINUED)

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 35PAGE 36
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

12) INVESTMENT IN SUBSIDIARIES

The Parent Company’s investment in the subsidiaries comprises shares at cost. All subsidiaries have a 31 March

balance date.

Subsidiary CompaniesCountry of IncorporationInterest HeldInterest Held

20182017

BF Lease Company LimitedNew Zealand100%100%

BF Lease Company No 1 LimitedNew Zealand100%100%

BF Lease Company No 2 LimitedNew Zealand100%100%

BF Lease Company No 3 LimitedNew Zealand100%100%

BF Lease Company No 4 LimitedNew Zealand100%100%

BF Lease Company No 5 LimitedNew Zealand100%100%

BF Lease Company No 6 LimitedNew Zealand100%100%

BF Lease Company No 7 LimitedNew Zealand100%100%

BF Lease Company No 8 LimitedNew Zealand100%100%

BF Lease Company No 9 LimitedNew Zealand100%100%

BF Lease Company No 10 LimitedNew Zealand100%100%

BF Lease Company No 11 LimitedNew Zealand100%100%

BF Lease Company No 12 LimitedNew Zealand100%100%

BF Lease Company No 13 LimitedNew Zealand100%100%

BF Lease Company No 14 LimitedNew Zealand100%100%

BF Lease Company No 15 LimitedNew Zealand100%100%

BF Lease Company No 16 LimitedNew Zealand100%100%

BF Lease Company No 17 LimitedNew Zealand100%100%

BF Lease Company No 18 LimitedNew Zealand100%100%

BF Lease Company No 19 LimitedNew Zealand100%100%

BF Lease Company No 20 LimitedNew Zealand100%100%

BF Lease Company No 21 LimitedNew Zealand100%100%

BF Lease Company No 22 LimitedNew Zealand100%100%

BF Lease Company No 23 LimitedNew Zealand100%100%

BF Lease Company No 24 LimitedNew Zealand100%100%

BF Lease Company No 25 LimitedNew Zealand100%100%

BF Lease Company No 26 LimitedNew Zealand100%100%

BF Lease Company No 27 LimitedNew Zealand100%100%

BF Lease Company No 28 LimitedNew Zealand100%100%

BF Lease Company No 29 LimitedNew Zealand100%100%

BF Lease Company No 30 LimitedNew Zealand100%100%

BF Lease Company No 31 LimitedNew Zealand100%100%

BF Lease Company No 32 LimitedNew Zealand100%100%

BF Lease Company No 33 LimitedNew Zealand100%100%

BF Lease Company No 34 LimitedNew Zealand100%100%

BF Lease Company No 35 LimitedNew Zealand100%100%

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

12) INVESTMENT IN SUBSIDIARIES (CONTINUED)


-Country of IncorporationInterest HeldInterest Held

20182017

BF Lease Company No 36 LimitedNew Zealand100%100%

BF Lease Company No 37 LimitedNew Zealand100%100%

BF Lease Company No 38 LimitedNew Zealand100%100%

BF Lease Company No 39 LimitedNew Zealand100%100%

BF Lease Company No 40 LimitedNew Zealand100%100%

BF Lease Company No 41 LimitedNew Zealand100%100%

BF Lease Company No 42 LimitedNew Zealand100%100%

BF Lease Company No 43 LimitedNew Zealand100%100%

BF Lease Company No 44 LimitedNew Zealand100%100%

BF Lease Company No 45 LimitedNew Zealand100%100%

BF Lease Company No 46 LimitedNew Zealand100%100%

BF Lease Company No 47 LimitedNew Zealand100%100%

BF Lease Company No 48 LimitedNew Zealand100%100%

BF Lease Company No 49 LimitedNew Zealand100%100%

BF Lease Company No 50 LimitedNew Zealand100%100%

Burger Fuel (Dubai) NZ LimitedNew Zealand100%100%

Burger Fuel (ME) DMCCDubai100%100%

Burger Fuel International LimitedNew Zealand100%100%

Burger Fuel (Australia) Pty LimitedNew Zealand100%100%

Burger Fuel (Australia) No2 Pty LimitedNew Zealand100%100%

Burger Fuel International Management LimitedNew Zealand100%100%

Burger Fuel LimitedNew Zealand100%100%

BurgerFuel Henderson LimitedNew Zealand100%100%

Burger Fuel Takapuna LimitedNew Zealand100%100%

Winner Winner LimitedNew Zealand100%-

Shake Out LimitedNew Zealand100%-

Burger Fuel Pty Limited (formerly Kincro Holdings

Pty Limited)Australia100%100%

Burger Fuel Australia Pty LimitedAustralia100%100%

Burger Fuel (USA) Inc.United States of America100%100%

Burger Fuel (USA) Management Inc.United States of America100%100%

Burger Fuel (USA) Franchising Inc.United States of America-100%

BF Indiana One LLC.United States of America-100%

BF Indiana Two LLC (formerly BF Hollywood LLC).United States of America-100%

BF California One LLC.United States of America-100%

BF California Two LLC.United States of America-100%

BF Indiana Three LLC.United States of America--

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

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12) INVESTMENT IN SUBSIDIARIES (CONTINUED)

The principal activities of the subsidiaries are:

Burger Fuel Limited – Franchise systems – gourmet burger restaurants.

Burger Fuel International Limited – Holds patents, trademarks and licences and holds the international Master

Franchise Agreements.

Burger Fuel International Management Limited – Owns the BurgerFuel Australia operation and holds the international

Master Franchise Agreements.

Burger Fuel (Australia) Pty Limited – Non trading.

Burger Fuel (Australia) No2 Pty Limited – Non trading.

Burger Fuel Australia Pty Limited – Non trading.

Burger Fuel Pty Limited – Administration and sauce manufacturing.

Burger Fuel (ME) DMCC – Dubai based trading company.

Burger Fuel (Dubai) NZ Limited – Holding company of the subsidiary in Dubai.

BurgerFuel Henderson Limited – New Zealand based company trading as restaurant.

Burger Fuel Takapuna Limited – New Zealand based company trading as restaurant.

Burger Fuel (USA) Inc. – Non trading.

Burger Fuel (USA) Management Inc. – Franchise systems – gourmet burger restaurants.

Burger Fuel (USA) Franchising Inc. – Non trading – Sold 5th March 2018.

BF Indiana One LLC – Non trading – Dissolved.

BF Indiana Two LLC (formerly BF Hollywood LLC). – Gourmet burger restaurant - Sold 5th March 2018.

BF California One LLC. – Non trading – Dissolved.

BF California Two LLC. – Non trading – Dissolved.

Winner Winner Limited. – Non trading.

Shake Out Limited. – Non trading.

BF Indiana Three LLC. – Non trading (setup & dissolved in same period 2018).


All other companies are head lease holders for store premises in New Zealand.

13) LOANS

20182017

Loans to Third Parties$$

Advance to Supplier133,000133,000

133,000133,000

Total loans133,000133,000

Current133,000133,000

Non-current--

133,000133,000

Advance to Supplier

This is an advance to assist ilabb Limited with the stock holding of the BurgerFuel uniforms.

The loan is interest bearing 3% (2017: 3%), secured over the uniform inventory and is repayable on demand.

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

14) INTANGIBLE ASSETS

2018Key

money

Brand

AssetsGoodwill

Reacquired

Rights

Domain

NamePatent

Trade

MarksTotal

$$$$$$$$

Cost

Balance 1 April 201790,000-1,890,039-53,97336,127838,5102,908,649

Adjustment--(250,760)250,760----

Acquisitions-100,000--8,332-110,758219,090

Balance at 31 March 201890,000100,0001,639,279250,76062,30536,127949,2683,127,739

Amortisation

Balance 1 April 201780,302---44,96023,115336,297484,674

Current year amortisation4,6552,917-27,8629,5971,05171,794117,876

Balance 31 March 201884,9572,917-27,86254,55724,166408,091602,550

Net Book Value

Balance 1 April 20179,698-1,890,039-9,01313,012502,2132,423,975

Adjustment--(250,760)250,760----

Additions-100,000--8,332-110,758219,090

Amortisation(4,655)(2,917)-(27,862)(9,597)(1,051)(71,794)(117,876)

Net Book Value at 31

March 20185,04397,0831,639,279222,8987,74811,961541,1772,525,189

2017

Key moneyGoodwill

Domain

name PatentTrademarksTotal

$$$$$$

Cost

Balance 1 April 201690,000701,42744,13532,692658,5591,526,813

Acquisitions-1,188,6129,8383,435179,9511,381,836

Balance at 31 March 201790,0001,890,03953,97336,127838,5102,908,649

Amortisation

Balance 1 April 201672,731-35,50821,891268,773398,903

Current year amortisation7,571-9,4521,22467,52485,771

Balance 31 March 201780,302-44,96023,115336,297484,674

Net Book Value

Balance 1 April 201617,269701,4278,62710,801389,7861,127,910

Additions-1,188,6129,8383,435179,9511,381,836

Amortisation(7,571)-(9,452)(1,224)(67,524)(85,771)

Net Book Value at 31 March

20179,6981,890,0399,01313,012502,2132,423,975

As disclosed in Note 30 The Group purchased the “Winner Winner” brand in December 2017

Refer to Note 29 for additional information relating to the reacquired rights.

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14.1) Impairment testing

Impairment

Based on the impairment testing results, no impairment loss on Goodwill is recorded in the 2018 financial year (2017:

Nil).

In assessing impairment, management estimates the recoverable amount of each asset or cash-generating unit based

on expected future cash flows and uses an interest rate to discount to present values. Estimation uncertainty relates

to assumptions about future operating results and the determination of a suitable discount rate.

For the purpose of annual impairment testing, goodwill is allocated to the following cash-generating units, which are

the units expected to benefit from the synergies of the business combinations in which the Goodwill arises.

The goodwill of the Takapuna store has been impairment tested. The reacquired rights will be amortised over the life

of the franchise agreement at the time of purchase being 9.5 years.

20182017

$$

New Zealand Retail – Henderson Store701,427701,427

New Zealand Retail – Takapuna Store937,8521,188,612

Goodwill allocation at 31 March1,639,2791,890,039

The recoverable amounts of the cash-generating units were determined based on value-in-use calculations, covering

a detailed forecast period, followed by an extrapolation of expected cash flows for the units’ remaining useful lives

using the growth rates determined by management. The present value of the expected cash flows of each segment is

determined by applying a suitable discount rate.

Growth RatesDiscount Rates

2018 201720182017

New Zealand Retail – Henderson Store2.0%3.5%9.8%9.8%

New Zealand Retail – Takapuna Store2.0%3.5%9.8% 9.8%

14.2) Growth rates

The growth rates reflect the long-term average growth rates for the product line and industry of the segments (all

publicly available).

14.3) Discount rates

The discount rates reflect appropriate adjustments relating to market risk and specific risk factors of each unit.

14.4) Cash flow assumptions

Management’s key assumptions include stable profit margins, based on past experience in this market. The Group’s

management believes that this is the best available input for forecasting this mature market. Cash flow projections

reflect stable profit margins achieved immediately before the budget period. No expected efficiency improvements

have been taken into account and prices and wages reflect publicly available forecasts of inflation for the industry.

The Group have used different discount and growth rates to determine the value-in-use of the cash-generating units

and have concluded that there has been no indication of impairment loss in Goodwill value. An increase of 3% in

Discount with no increase in Growth rate from the 2019 year would still not have generated impairment loss.

Apart from the considerations described in determining the value-in-use of the cash-generating units described

above, management is not currently aware of any other probable changes that would necessitate changes in its key

estimates.

20182017

$$

Trade payables1,317,1691,693,489

Payroll liabilities86,12725,391

GST payable183,266199,223

Accrued expenses70,318203,039

1,656,8802,121,142

Payables denominated in currencies other than the presentation currency comprise 2.3% of the trade payables

(2017: 8.83%).

16) PROVISIONS

20182017

$$

Store Closure Provision

Opening balance35,65034,450

Provisions made during the year1,2001,200

Provisions used during the year--

36,85035,650

Holiday Pay Provision

Opening balance337,023307,219

Provisions made during the year(13,424)65,933

Provisions used during the year(25,194)(36,129)

298,405337,023

Total Provisions335,255372,673

Current298,405337,023

Non-current 36,85035,650

Total Provisions335,255372,673

Store Closure Provision

This is the make good provision that is set aside to cover the costs of returning premises that are occupied by

BurgerFuel back to their original condition, after taking into account the normal wear and tear of these premises.

Holiday Pay Provision

This is the allocation of the 8% annual leave entitlement that each full-time and part-time employee is entitled to as

part of their employment, which is accrued throughout the year.

15) TRADE AND OTHER PAYABLES

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 41PAGE 42
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

17) CASH AND CASH EQUIVALENTS

20182017

$$

Cash at bank3,695,1924,314,852

Cash on deposit2,605,6862,098,043

6,300,8786,412,895

At balance date there is $20,000 (2017: $62,916) in restricted cash for bonds issued to the NZX & to landlords.

Refer note 22 for further information.

18) CONTRIBUTED EQUITY

20182017

$$

Retained Earnings / (Accumulated Losses)

Opening Balance(1,873,589)(2,762,537)

Net surplus / (deficit) for the year(463,062)888,948

Closing Balance(2,336,651)(1,873,589)

Number of SharesShare Capital

2018201720182017

$$

Opening ordinary shares on issue59,633,55059,633,55016,034,44316,034,443

Shares issued----

Share issue costs----

Authorised & issued ordinary shares on issue at 31 March59,633,55059,633,55016,034,44316,034,443

Less: IPO Capital Costs(223,432)(223,432)

Contributed Equity15,811,01115,811,011

Burger Fuel Worldwide Limited was listed on the New Zealand Alternative Stock Exchange (NZAX) on the 27 July

2007. The Company has 59,633,550 authorised and fully paid ordinary shares on issue. All shares have equal voting

rights and share equally in dividends and any surplus on winding up. The shares have no par value.

No Dividends were paid in the 2018 financial year (2017: NIL).

No shares were issued during the 2018 financial year (2017: NIL).

19) RETAINED EARNINGS

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

20) OTHER RESERVES

20182017

$$

Foreign Currency Translation Reserve

Opening Balance(305,222)(308,787)

Movements34,107 3,565

Closing Balance(271,115)(305,222)

Nature and Purpose of Reserves:

Foreign Currency Translation Reserve

Translation differences arising on the translation of the results of subsidiaries with functional currencies other than

New Zealand dollars are recognised directly in the Foreign Currency Translation Reserve. The cumulative amounts are

released to profit or loss upon disposal of these subsidiaries.

21) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Categories of Financial Instruments

20182017

$$

Financial Assets

Cash6,300,8786,412,895

Loans (Current)133,000133,000

Loans (Term)--

Trade Receivables2,887,4562,379,857

Sundry Receivables72,375189,124

9,393,7099,114,876

Other Financial Liabilities

Trade Payables1,656,8802,121,142

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 43PAGE 44
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

21) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

Financial Risk Management Objectives

Management provides services to the business, co-ordinates access to domestic and international financial markets,

monitors and manages the financial risks relating to the operations of the Group through internal risk reports which

analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk), credit

risk, liquidity risk and cash flow interest rate risk.

The Management reports quarterly to the Group’s audit committee, who monitors risk and policies implemented to

mitigate risk exposures.

Market Risk

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and

interest rates. Market risk exposures are analysed by sensitivity analysis. There has not been significant change to

BurgerFuel’s exposure to market risks or the manner in which it manages and measures the risk.

Foreign currency risk management

The Group’s foreign exchange risk is limited to its US dollar, Australian Dollar & UAE Dirham bank accounts and the

trading of its Australian, US & United Arab Emirates subsidiaries. It maintains amounts in these foreign bank accounts

and transfers funds when foreign exchange rates are favourable.

Foreign currency sensitivity analysis

The Group is mainly exposed to Australian dollars, US Dollars and UAE Dirhams. The following table details the

Group’s sensitivity to a 10% increase and decrease in the NZ$ against the Australian, UAE & USA currency. 10% is the

sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents

management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis

includes only outstanding foreign currency denominated monetary items and adjusts their translation at year end for

a 10% change in foreign currency rates.

The sensitivity analysis includes external loans as well as loans to foreign operations within the Group. A positive

number below indicates an increase in profit.

Interest rate sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rates at the balance date. For

floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the balance date

was outstanding for the whole year. A 100 basis point increase or decrease is used when reporting interest rate risk

internally to key management personnel and represents management’s assessment of the reasonably possible change

in interest rates.

The Group has a USD overdraft facility and has exposure to floating interest rates on this facility. This USD overdraft

facility has an effect on the interest paid on the Group’s cash and cash equivalent accounts.

If the interest rates had been 100 basis points higher and all other variables were held constant, the Group’s operating

result for the year ended 31 March 2018 would have been $63,008 higher (2017: $64,129 higher).


GROUP

10% Strengthening10% Weakening

2018201720182017

$000$000$000$000

Profit / (Loss)72(2)(79)3

Equity52(1)(51)2

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

21) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

Interest Rate Risk

The Group has cash flow interest rate risk from financial instruments that attract interest. Interest rate risk is the risk

that the value of the Group’s assets and liabilities will fluctuate due to changes in market interest rates. The Group is

exposed to interest rate risk primarily through its cash balances and advances.

The Group manages its interest rate risk by maintaining minimal variable rate cash balances. Excess cash resources

are placed into fixed rate term deposits where appropriate.

Interest rate risk profile

2018Weighted

average

effective

interest rate

%

Less than 1

year

Non -

interest

bearingTotal

$$$

Financial Assets

Cash and cash equivalent1.25%6,300,878-6,300,878

Advance to Supplier3.00%133,000-133,000

Trade and other receivables3.75%870,0002,089,8312,959,831

7,303,8782,089,8319,393,709

Financial Liabilities

Trade payables-1,656,8801,656,880

-1,656,8801,656,880

2017Weighted

average

effective

interest rate

%

Less than 1

year

Non -

interest

bearingTotal

$$$

Financial Assets

Cash and cash equivalent1.14%6,412,895-6,412,895

Advance to Supplier3.00%133,000-133,000

Trade and other receivables--2,568,9812,568,981

6,545,8952,568,9819,114,876

Financial Liabilities

Trade payables-2,121,1422,121,142

-2,121,1422,121,142

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 45PAGE 46
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

21) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

Credit Risk

Credit risk is the risk that the counter party to a transaction with the Group will fail to discharge its obligations,

causing the Group to incur a financial loss. The Group has adopted a policy of only dealing with creditworthy

counterparties, as a means of mitigating the risk of financial loss from defaults. The credit ratings of its counterparties

are continuously monitored by management and the aggregate value of transactions concluded is spread amongst

approved counterparties.

Financial instruments that potentially subject the Group to concentrations of credit risk consist principally of cash,

trade debtors, loans and advances.

The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses,

represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral

obtained. The maximum credit risk exposures are:

20182017

$$

Cash and bank balances6,300,8786,412,895

Loans, advances and receivables3,092,8302,701,981

Maximum exposures are net of any recognised provisions, and at balance date no loans or advances are past due or

considered to be impaired (2017: $Nil). Trade receivables of $250,000 are impaired with no further amounts past due

(2017: $120,583 past due).

Cash

The Group’s major concentration of credit risk relates to cash deposits with ASB Limited in New Zealand, CBA Bank

Limited in Australia & Bank of America Merrill Lynch.

Receivables

The Group has a credit policy, which is used to manage its exposure to credit risk. As part of this policy, limits on

exposures have been set, lending is subject to defined criteria and loans are monitored on a regular basis. The trade

receivable are payable on the 10th of the following month and loans are subject a loan agreement which stipulates

monthly repayments or payable on demand. No security is held.

Capital Management

The Group’s capital includes share capital, reserves and retained earnings as shown in the Statements of Financial

Position. The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going

concern in order to provide returns for shareholders, and to maintain an optimal capital structure to reduce the cost

of capital. In order to maintain or adjust the required capital structure the Group may issue new shares, sell assets to

reduce debt and/or adjust amounts paid to investors.

The Group is not subject to any externally imposed capital requirements.

Liquidity Risk

Liquidity risk is the risk that the Group will encounter difficulty in raising funds at short notice to meet commitments

associated with financial instruments. The Group maintains sufficient funds to meet the commitments based on

historical and forecasted cash flow requirements. The exposure is being reviewed on an ongoing basis from daily

procedures to monthly reporting.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate

liquidity risk management framework for the management of short, medium and long-term funding and liquidity

management requirements. Liquidity risk is managed by maintaining adequate reserves and banking facilities, by

continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and

liabilities. All payables are due within 6 months of balance date (2017: 6 months).

The Group expects to meet its obligations from operating cash flows and proceeds of maturing financial assets.

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

22) COMMITMENTS

Lease Commitments

Operating leases relate to the store leases. Non-cancellable operating lease rentals are payable as follows:

20182017

Total future minimum

payments

Total future minimum

payments

$$

Less than one year2,959,7673,268,996

Between one and five years2,692,4964,147,278

More than five years179,596495,407

5,831,8597,911,681

Payments made under operating leases are recognised in the Statement of Comprehensive Income on a straight line

basis over the term of the lease. The Group holds the head lease over all of its franchisee sites with the exception of

the Australia stores and in turn licenses each of these sites to its franchisees under the same terms and conditions. At

balance date, the total value of lease commitments under this arrangement was $3,544,384 (2017: $3,623,462).

Capital Commitments

At 31 March 2018, the Group has no contractual commitments (2017: $1.2M - contractual commitment to purchase 61

Ice cream machines to be on-sold).

Indemnity / Guarantees

BurgerFuel has deposits in place to cover certain commitments the banks have provided:

20182017

Total future minimum

payments

Total future minimum

payments

$$

NZX Bond20,00020,000

Bond for Newtown Premises-31,965

Bond for Australian Kitchen Premises-10,951

20,00062,916

23) CONTINGENCIES

The Group has no contingencies at balance date (2017: Nil).

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 47PAGE 48
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

24) RELATED PARTY TRANSACTIONS

Transactions with Related Parties

During the year the following related party transactions took place:

20182017

$$

Salaries and other short-term employee benefits2,694,5842,308,788

KiwiSaver Employer Contribution46,82736,900

Directors’ Fees120,000120,000

2,861,411 2,465,688

GroupRelationship

Nature

of transaction

2018

$

2017

$

Neo Corporate

Trustees Limited &

Redmond Enterprises

Limited

Common

Directorship

Consultancy Expenses

Paid605,000550,000

Trumpeter Consulting

Limited

Common

DirectorshipDirectors Fees50,00050,000

Peter Brook

Common

DirectorshipDirectors Fees70,00070,000

66 Surrey Limited

Common

DirectorshipHead Office Rental438,002429,715

Trumpeter Consulting

Limited

Common

Directorship

Consultancy Expenses

Paid44,00012,000

Christopher MasonMajor Shareholder

Purchased USA Licence

agreement 261,000-

Christopher MasonMajor ShareholderPurchased USA Store609,000-

The Burger Fuel Worldwide Limited Chief Executive Officer is the sole director of Neo Corporate Trustees Limited,

Redmond Enterprises Limited & 66 Surrey Limited. The head office rental is the premises at 66 Surrey Crescent,

Grey Lynn Auckland and the Redmond Enterprises & Neo Corporate Trustees Limited consultancy fee relates to the

remuneration of the CEO.

The Burger Fuel USA licence agreement was sold to the founding director Christopher Mason for NZD$261,000. This

transaction occurred on the 5th March 2018. At the same time Christopher Mason also purchased the equity of the

Group’s US subsidiary company BF Indiana Two LLC for NZD$609,000. This company owned the Burger store in

Indianapolis, USA. Christopher Mason also purchased the Burger Fuel USA Franchising Inc company which was non-

trading and had no assets as at transaction date. As at the 31 March 2018 the $261,000 licence fee & $609,000 sale

proceeds were still outstanding. These amounts are payable within 24 months of the transaction date and are secured

over Chris Mason’s BFW shares. Interest of 3.75% is payable on the outstanding balance.

Key Management Compensation

Key management personnel compensation costs include remuneration of the Group Chief Executive, Founding

Director, Directors and the members of the executive team. The compensation paid or payable to key management

for employee services is shown above.

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

25) EARNINGS PER SHARE

The basic earnings per share are calculated by dividing the profit attributed to owners of the Group by the weighted

average number of ordinary shares in issue during the year.

20182017

$$

Surplus / (Deficit) attributable to the owners of the Group(463,062) 888,948

Weighted average number of ordinary shares on issue59,633,55059,633,550

Basic earnings /(loss) per share (cents)(0.78)1.49

Diluted earnings /(loss) per share (cents)(0.78)1.49

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding

to assume conversion of all dilutive potential ordinary shares. There is no difference between the basic and diluted

number of shares on issue.

26) RECONCILIATION OF NET SURPLUS / (DEFICIT) AFTER TAXATION TO NET CASH FLOWS

PROVIDED FROM OPERATING ACTIVITIES

20182017

$$

Net surplus / (deficit) after tax(463,062) 888,948

Add: Non-cash items

Amortisation117,87685,771

Depreciation535,327615,868

Deferred tax asset93,21518,590

Loss on disposal of property, plant and equipment190,54767,532

Loss on Disposal of US Entity880,846-

Unrealised exchange loss / (gain)42,2902,809

Provision for Doubtful Debts129,417120,583

1,989,518911,153

Add: Items classified as investing or financing activities

Gain on sale of assets-(28,348)

Add: Working capital movements

(Increase) / decrease in trade and other receivables(655,384)478,590

(Increase) / decrease in inventories95,261119,452

(Increase) / decrease in taxation receivable236,87399,947

Increase / (decrease) in accounts payable and accruals and

provisions(372,262)110,678

(695,512)808,667

Net cash flows provided from operating activities830,9442,580,420

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 49PAGE 50
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

27) SEGMENT REPORTING

Operating Segments

The Group operates in four operating segments; these operating segments have been divided into the following

geographical regions, New Zealand, Australia, USA and the Middle East. All the segment’s operations are made up of

franchising fees, royalties and sales to franchisees. The segments are in the business of Franchise Systems - Gourmet

Burger Restaurants. New Zealand’s segment result is also due to the amortisation of intangible assets.

The amounts provided to the Board with respect to total liabilities are measured in a manner consistent with that of

the financial statements. These liabilities are allocated based on the operations of the segment.

Acquisition of Property, Plant & Equipment & Intangible Assets.

2018

New ZealandAustraliaMiddle EastUSAConsolidated

$$$$$

Revenue

Sales10,734,127132,722144,8061,604,88112,616,536

Royalties4,674,358140,1261,193,234-6,007,718

Franchising fees495,000---495,000

Training fees15,000---15,000

Construction and property

management fees55,000---55,000

Advertising fees3,527,531105,434239,631-3,872,596

Foreign exchange gain57,671(37,082)20(62,899)(42,290)

Sundry income1,473,21214,106129,67852,5981,669,594

Interest received84,0371,015--85,052

Total Revenue21,115,936356,3211,707,3691,594,58024,774,206

Interest Expense3,51436--3,550

Depreciation528,194-7,133-535,327

Amortisation117,876---117,876

Segment Result before

income Tax2,303,494(162,871)912,287(3,088,376)(35,466)

Income Tax Expense444,452--(16,856)427,596

Segment Assets14,100,561504,861102,706935,90215,644,030

Segment Liabilities2,551,850(216,682)23,45682,1612,440,785

Other784,111-7701,332,9382,117,819

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

Acquisition of Property, Plant & Equipment & Intangible Assets.

2017

New ZealandAustraliaMiddle EastUSAConsolidated

$$$$$

Revenue

Sales9,890,968181,058693,631-10,765,657

Royalties4,232,709199,4081,281,344-5,713,461

Franchising fees175,000---175,000

Training fees30,000---30,000

Construction management fees57,500---57,500

Advertising fees3,242,015181,651255,555-3,679,221

Foreign exchange gain6,537(9,346)--(2,809)

Sundry income1,645,04253,314100,959-1,799,315

Interest received125,3721,081--126,453

Total Revenue19,405,143607,1662,331,489-22,343,798

Interest Expense1,202498-5,2186,918

Depreciation523,37142,2098,74241,546615,868

Amortisation85,771---85,771

Segment Result1,539,777(123,642)953,857(1,255,494)1,114,498

Income Tax Expense196,645--28,905225,550

Segment Assets14,210,738256,627825,443858,55516,151,363

Segment Liabilities682,0701,048,97063,098725,0252,519,163

Business Combination1,290,000---1,290,000

Other445,7821,8254,067566,0861,017,760

27) SEGMENT REPORTING (CONTINUED)

28) SUBSEQUENT EVENTS

Since balance date BFW has bought back & cancelled 3,143,355 BFW shares from Franchise brands. This has reduced

the total number of BFW shares to 56,490,195. This had no impact on the Consolidated Statement of Comprehensive

Income but will reduce the Groups Cash and cash equivalents and equity by USD$790,667. (2017 Subsequent events:

Nil).

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 51PAGE 52
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

29) ACQUISITION OF SUBSIDIARIES

Acquisition of Burger Fuel Takapuna Limited

On 3 October 2016, the Group acquired 100% of the equity instruments of Burger Fuel Takapuna Limited (BurgerFuel

Takapuna), an Auckland based store, thereby obtaining control. The acquisition was made to enhance the Group’s

position in the fast food restaurant market. Burger Fuel Takapuna is a significant business in the Group’s targeted

market.

The prior year details of the business combination are as follows:

Consideration transferred

The acquisition of Burger Fuel Takapuna Limited was settled in cash of $1,298,067.

Identifiable net assets

The fair value of the all assets acquired as part of the business combination amounted to $110,211.

Goodwill

The Goodwill amount of $1,188,612, recorded at 31 March 2017, was primarily related to growth expectations, expected

future profitability, the substantial skill and expertise of Burger Fuel Takapuna Limited’s workforce and expected cost

synergies. At 31 March 2017 the acquisition was accounted for as remaining open as the reacquired rights relating to

the transaction had yet to be valued.

During the current year the valuation of the reacquired rights has been completed and as a consequence the Goodwill

recorded in relation to the acquisition has been reduced by $250,760.

Reacquired Rights

During the year the Group engaged the services of valuation expert in relation to the determination of the value of

the reacquired rights purchased as part of the acquisition of Burger Fuel Takapuna Limited.

As a result of this, a value of $250,760 has been attributed to the reacquired rights. This asset is being accounted for

as a definite life intangible asset and is to be amortised over the life of the remaining franchise agreement at the date

of acquisition, being 9.5 years.

The original acquisition of Burger Fuel Takapuna Limited was for the purposes of 31 March 2017 accounted for as an

open transaction as the Group was still within the measurement period. As a result of the valuation engagement

being completed the Group has now closed the transaction. The closure of the acquisition has resulted in an entry

being made which has reduced the Goodwill balance by $250,760 to reflect the value ascribed to the reacquired

rights.

Fair value of consideration transferred

Amount settled in cash1,298,067

Total

1,298,067

Recognised amounts of identifiable net assets

Property, plant and equipment102,588

Total non-current assets102,588

Inventories6,867

Total current assets6,867

Identifiable net assets109,455

Goodwill on acquisition1,188,612

Consideration transferred settled in cash1,298,067

Net cash outflow on acquisition1,298,067

Acquisition costs charged to expensesNil

Net cash paid relating to the acquisition1,298,067

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

30) ACQUISITION OF BRAND ASSETS

On 18th December 2017, the Group acquired the Intellectual Property rights to Winner Winner, with view to becoming

the concept Franchisor. Winner Winner currently has one store in Hamilton. This outlet has not been purchased by

BFW. It will continue to be operated by the founders of Winner Winner, but will now become the first franchised store

under BFW.

The Brand Asset purchase was for $100,000 and this will be amortised over 10 years.

31) NET TANGIBLE ASSET PER SHARE

The net tangible asset per share is calculated by dividing the net tangible assets of the Group by the total number of

ordinary shares in issue during the year.

32) DISPOSAL OF SUBSIDIARIES

On 5th March 2018 the Group disposed of BF Indiana Two LLC, the subsidiary that owned and operated the Company

owned store in Indiana USA.

The subsidiary was disposed of for a consideration of $609,000. The consideration relating to the sale was deferred

for a period of 24 months from the date of the transaction.

As a result of the sale control was lost over the following assets:

20182017

$$

Total Assets15,644,03016,151,363

Less Intangible Assets(2,713,369)(2,518,940)

Total Tangible Assets12,930,66113,632,423

Total Liabilities(2,440,785)(2,519,163)

Net Tangible Assets10,489,87611,113,260

Total ordinary shares on issue59,633,55059,633,550

Net Tangible Assets per share ($ per Share)0.180.19

Current Assets

Cash and Cash Equivalents1,384

Inventory – Raw Materials40,533

Inventory - Uniforms17,395

59,312

Non-Current Assets

Property, Plant and Equipment752,885

Leasehold Improvements560,262

1,313,147

Write back of Rent Free Period(131,713)

Capital Written off249,100

Net Assets Disposed of1,489,846

As a result of the sale the Group has recorded a loss on disposal. The loss is calculated as follows:

Consideration Received609,000

Net Assets disposed of1,489,846

Loss on Disposal(880,846)

NOTES TO THE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 53PAGE 54
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

Statement of Directors and Officers Interests

Directors and Officers held the following equity securities in the Company:

Beneficially held

at 31/03/18

Non-beneficially

held at 31/03/18

Beneficially held

at 31/03/17

Non-beneficially

held at 31/03/17

Peter Brook336,596-336,596-

Christopher Mason6,586,309-6,586,309-

Josef Roberts33,223,473 -36,123,473-

Alan Dunn324,656-324,656-

Tyrone Foley (Officer)14,874-14,874-

Mark Piet (Officer)21,667-21,667-

John Pfannenbecker resigned as a director on the 2nd November 2017

Christopher Mason resigned as a director on the 5th March 2018

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2018

Remuneration of Directors2018

12 Months

2017

12 Months

$$

Peter Brook70,00070,000

Christopher Mason402,292363,491

Josef Roberts605,000550,000

Alan Dunn50,00050,000

Remuneration of Employees (Excluding Executive Directors)2018

12 Months

Number of Employees

2017

12 Months

Number of Employees

$100,000 - $110,00011

$110,000 - $120,0001-

$120,000 - $130,00021

$130,000 - $140,000--

$140,000 - $150,00022

$150,000 - $160,00012

$160,000 - $170,000-1

$170,000 - $180,0002-

$190,000-$200,000-1

$200,000-$210,00011

$220,000-$230,0001-

Date of

Transaction

Shares

Acquired

(Disposed)

Consideration Paid

(received)

Nature of

relevant interest

Peter Brook---Shares Held in Associated Trust

Christopher Mason---Shares Held in Associated Trust

Josef Roberts15/09/2017(2,900,000)-Shares Held in an Independent Trust

Alan Dunn---Shares Held in Associated Trust

John Pfannenbecker ---Beneficial Owner

Tyrone Foley (Officer)---Beneficial Owner

Mark Piet (Officer)---Beneficial Owner

Substantial Security Holders

The following information is given pursuant to section 293 of the Financial Markets Conduct Act 2013. As at 31 March

2018, details of the Substantial Security Holders in the company and their relevant interests in the company’s shares

are as follows:


Substantial Security HolderNumber of Voting Securities%

Mason Roberts Holdings Limited39,809,78266.8%

Franchise Brands LLC5,963,35510.0%

The total number of voting securities of the Company on issue at 31 March 2018 was 59,633,550 fully paid ordinary

shares. .

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2018

The following share transactions took place during the financial year

PAGE 55PAGE 56
BURGER FUEL WORLDWIDE LIMITED ANNUAL REPORT 2018

Twenty Largest Security Holders as at 31 March 2018

ShareholderNumber of Shares%

MASON ROBERTS HOLDINGS LIMITED39,809,78266.8%

FRANCHISE BRANDS LLC5,963,35510.0%

E & P FOUNDATION TRUSTEE LIMITED2,900,0004.9%

NATIONAL NOMINEES NEW ZEALAND LIMITED1,969,3933.3%

CUSTODIAL SERVICES LIMITED708,8581.2%

CARTALLEN TRUSTEE LIMITED486,3730.8%

JBWERE (NZ) NOMINEES LIMITED369,2960.6%

PETER CLYNTON BROOK336,5960.6%

TRUMPETER TRUSTEES (2007) LIMITED324,6560.5%

CITIBANK NOMINEES (NEW ZEALAND) LIMITED134,7500.2%

ASB NOMINEES LIMITED120,0000.2%

STERLING NOMINEES LIMITED118,4360.2%

GRANT SAMUEL & ASSOCIATES100,0000.2%

BROOKE HARRY NELSON WOLFE80,0000.1%

BRIAN KELLY LIMITED75,0000.1%

MATTHEW JAMES PRINGLE75,0000.1%

LAPHROAIG TRUSTEE COMPANY (NZ) LIMITED70,4140.1%

BRAD WILLIAM MCFARLANE60,3550.1%

JONATHAN LAURIE BUCKLEY57,9150.1%

STEVEN JAMES WALL + DEBORAH LOUISE WALL47,0000.1%

53,807,17990.2%

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2018

Domicile of Security Holdings

LocationHoldersUnitsUnits %

New Zealand2,434 53,311,643 89.4%

U.S.A.145,989,788 10.0%

Australia84157,177 0.3%

United Arab Emirates4 49,017 0.1%

United Kingdom1757,5670.1%

Japan4 7,0000.0%

Singapore243,5000.1%

France23,0000.0%

Taiwan11,0000.0%

Austria12,0000.0%

Canada45,0580.0%

China12,0000.0%

Hong Kong11,0000.0%

Germany11,5000.0%

Norway11,0000.0%

South Africa11,0000.0%

Switzerland13000.0%

2,573 59,633,550100.0%


Spread of Security Holders


Shareholding SizeNumber of HoldersTotal Shares Held%

1 - 9982340.0%

100 - 199354,5410.0%

200 - 49917661,3530.1%

500 - 999174114,1970.2%

1,000 - 1,9991,3861,527,6612.6%

2,000 - 4,9995151,308,5722.2%

5,000 - 9,999139792,9351.3%

10,000 - 49,9991222,035,9543.4%

50,000 - 99,9996418,6840.7%

100,000 - 499,99971,855,3573.1%

500,000 - 999,9991708,8581.2%

1,000,000 - 99,999,999450,805,20485.2%

2,57359,633,550100%

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2018

PAGE 57PAGE 58
PAGE G34A 536RG5V6NV 35NUNL V3OSSAO53G FRGL3ITX2

CORPORATE GOVERNANCE

FOR THE YEAR ENDED 31 MARCH 2018

The Board of Directors is responsible for the corporate

governance of the Group. “Corporate Governance”

involves the direction and control of the business

by the Directors and the accountability of Directors

to shareholders and other stakeholders for the

performance of the Group and compliance with

applicable laws and standards.

Role of the Board

The Board is elected by the Shareholders of the

Company. At each Annual Meeting one third of the

directors will retire by rotation. The Directors to retire

are those who wish to retire, or those who have been

longest in office since last being elected.

The Board of Directors is responsible for the overall

direction of Burger Fuel Worldwide Limited’s business

and affairs on behalf of all shareholders. The Board’s

key role is to ensure that corporate management

is continuously and effectively striving for above-

average performance, taking account of risk.


The Board:

• Establishes the objectives of Burger Fuel Worldwide

Limited;

• Approves major strategies for achieving these

objectives;

• Oversees risk management and compliance;

• Sets in place the policy framework within which

BurgerFuel operates; and

• Monitors management performance against this

background.

The Board has delegated the day-to-day leadership and

management of the Group to the Group Chief Executive

Officer and the Chief Operating Officer.

The Board monitors financial results and compares them

to annual plans and forecasts / budgets on a regular

basis, and on a quarterly basis reviews the Group’s

performance against its strategic planning objectives.


Board size and Composition

Unlike the NZX Listing Rules for NZSX listed companies,

the NZAX Listing Rules do not require that the Company

have any independent directors. However, in the

interests of good governance, and notwithstanding that

there is no requirement under the NZAX Listing Rules,

the Directors have decided to adopt a governance policy

whereby at least two of the Directors of the Board will

be “independent” as defined in the NZX Listing Rules.

The size and composition of the Board is determined by

the Company’s constitution. As at 31 March 2018, there

were three Directors, a Chief Operating Officer,

and a Chief Financial Officer / Company Secretary. The

Chairman of the Board and the Chairman of the Audit

Committee are non-executive and independent of the

role of the Chief Executive Officer and Chief Operating

Officer.


Audit Committee

Although not required by the NZAX Listing Rules, to

assist the Board in the execution of its responsibilities,

an Audit Committee is in operation.

(i) Risk Management

The Audit Committee is required to establish a

framework of internal control mechanisms to ensure

proper management of the Group’s affairs and that key

business and financial risks are identified and controls

and procedures are in place to effectively manage

those risks. The Audit Committee is accountable to the

Board for the recommendation of the external auditors,

directing and monitoring the audit function and

reviewing the adequacy and quality of the annual audit

process.

(ii) Additional Assurance

The Committee provides the Board with additional

assurance regarding the accuracy of financial

information for inclusion in the Group’s annual report,

including the financial statements. The Committee is also

responsible for ensuring that Burger Fuel Worldwide

Limited has an effective internal control framework.

These controls include the safeguarding of assets,

maintaining proper accounting records, complying with

legislation, including resource management and health

and safety issues, ensuring the reliability of financial

information and assessing and overviewing business risk.

The Committee also deals with governmental and New

Zealand Stock Exchange requirements.

(iii) Share Trading Policy

The Company has adopted a formal Securities Trading

Policy (“Policy”) to address insider trading requirements.

The Policy is modelled on the Listed Companies

Association Securities Trading Policy and Guidelines and

is administered by the Audit Committee and restricts

share trading in a number of ways.

(iv) Insurance and Indemnification

Burger Fuel Worldwide Limited provides indemnity

insurance cover to directors, officers and employees of

the Group except where there is conduct involving a

wilful breach of duty, improper use of inside information

or criminality.


CORPORATE GOVERNANCE

FOR THE YEAR ENDED 31 MARCH 2018

Constitution

A full copy of the Company’s constitution is available on

the Company’s website (www.burgerfuel.com).

Board Remuneration

Directors are entitled to Directors’ fees, reasonable

travelling, accommodation and other expenses incurred

in the course of performing duties or exercising powers

as Directors. Aggregate fees payable to the Board will

not exceed $180,000 per annum, excluding the Group

Chief Executive, Founding Director, Chief Operating

Officer and Chief Financial Officer/Company Secretary.

Peter Brook, the Chairman, receives an annual fee of

$70,000 and Alan Dunn the independent, non-executive

Director receives an annual fee of $50,000. The

Company Secretary attends to all company secretarial

and corporate governance matters.

Conflict of Interest

The Board has guidelines dealing with the disclosure of

interests by Directors and the participation and voting at

Board meetings where any such interests are discussed.

The Group maintains an interests register in which

particulars of certain transactions and matters involving

Directors must be recorded.

Directors & Officers Board & Audit Committee Attendance Record

DirectorsBoard MeetingsAudit Committee Meetings

Peter Brook (Chair)64

Josef Roberts64

Christopher Mason (resigned 5th March 2018)5-

Alan Dunn64

John Pfannenbecker (resigned 2nd November 2017)--

Officers

Tyrone Foley (Chief Operating Officer)53

Mark Piet (Chief Financial Officer / Company Secretary)64

Registered Office
Grant Thornton New Zealand Limited

152 Fanshawe Street

Auckland 1011

Company Number

1947191

Date of Incorporation

14 June 2007

Directors

Peter Brook - Chairman (Independent)

Alan Dunn (Independent)

Josef Roberts (Executive)

Board Executives

Tyrone Foley (Chief Operating Officer)

Mark Piet (Chief Financial Officer / Company Secretary)

Business Headquarters

66 Surrey Crescent

Grey Lynn

Auckland 1021

Auditor

Staples Rodway Auckland

Level 9, Tower Centre

45 Queen Street

Auckland 1010

Accountant

Grant Thornton New Zealand Limited

Level 4, 152 Fanshawe Street

Auckland 1011

Platinum Associates

Level 3, 75 Grafton Street, Bondi Junction

NSW, 2022

Australia

Citrin Cooperman

529 Fifth Avenue

New York, NY 10017

USA

Somerset

3925 River Crossing Pkwy, Suite 300

Indianapolis, IN 46240

USA

Bankers

ASB Bank Limited (NZ)

CBA Bank Limited (Australia)

Emirates NBD (UAE)

Bank of America Merrill Lynch (USA)

Huntington Bank USA

Solicitors

Kensington Swan, 18 Viaduct Harbour Avenue,

Auckland 1011.

Wiggin and Dana LLP, Two Liberty Place,

50 S. 16th Street, Suite 2925, PA, 19102, USA.

Fragomen, Delrey, Bernsen & Loewy LLP,

18401 Von Karman Ave, Suite 255, Irvine, CA, 92612, USA.

Anthony Harper, Level 8, Chorus House

66 Wyndham Street, Auckland 1011.

Missingham Law, P.O Box796,

Shortland Street Mail Centre, Auckland 1140.

Corporate Council Limited Solicitors,

P.O Box 37-322, Parnell, Auckland 1151.

Krieg Devault Solicitors, One Indiana Square

Suite 2800, Indianapolis, IN 46240, USA.

Katz Korin Solicitors, 334 N. Senate Ave

Indianapolis, IN 46205, USA.

Jeffrey A Hearn Solicitors, 8500 Keystone Crossing,

Suite 170, Indianapolis, IN 46240, USA.

Barnes & Thornburg LLP, 11 South Meridian Street,

Indianapolis, IN 46204, USA

Andrew Seton Law 945A New North Road,

Mt Albert, Auckland 1025.

COMPANY DIRECTORY

AS AT 31 MARCH 2018

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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