Burger Fuel Worldwide Limited FY18 Annual Report Provided
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
$$
Taxation expense is represented by:
Current Tax520,811243,994
Deferred Tax(93,215)(18,444)
427,596225,550
Profit / (Loss) before income tax expense(35,466)1,114,498
Timing differences & non-deductible expenses:
50% entertainment61,33753,718
Write-off of US Debtors(1,148,504)-
Depreciation & Amortisation12,513-
Accruals12,301856
Prepayments4,429-
Make good provision1,2001,200
Holiday pay not paid out within 63 days(20,036)(38,139)
Capital gain on sale of assets-(28,348)
Deemed Income relating to closure of US operations724,518-
Provision for Doubtful Debts129,417120,583
US Depreciation(25,278)(26,156)
Other(2,004)1,353
(250,107)85,067
Taxable Profit / (Loss)(285,573)1,199,565
Loss made by Australian and US Entities2,862,866-
Non-taxable Middle East Income(912,287)-
Tax losses utilised-(455,028)
Net Taxable Profit1,665,006744,537
Taxation at the Company’s effective tax rate466,202243,994
Deferred tax movement(93,215)(18,444)
Under Provision of Prior Period54,609-
Total income tax expense per statement of
comprehensive income427,596225,550
7) INCOME TAX
NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2018
PAGE 30PAGE 29
BURGER FUEL WORLDWIDE LIMITED ANNUAL REPORT 2018 BURGER FUEL WORLDWIDE LIMITED ANNUAL REPORT 2018
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20182017
Reconciliation of deferred tax asset:$$
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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