Annual Report Provided
M
MO
MOR
MORE
Restaurant Brands New Zealand Limited
Annual Report 2019
There’s been a lot more going
on at Restaurant Brands this
past year, and there’s much
more to come too. We have
a new majority shareholder
in Finaccess Capital, a new
board, and we’ve a new
brand for New Zealand and
Australia on our horizon.
Our performance domestically
and internationally continues
to take our growth yet further,
higher, stronger, and well
on the way towards our
billion-dollar revenue goal.
It all adds up to more for
our investors. Finaccess not
only supports the company’s
international growth strategy,
but its proactive approach to
its investments promises to
add considerable impetus to
our ambitions.
And ‘more’ extends to a
new brand we’re bringing to
New Zealand and Australia.
Taco Bell, which we operate
successfully in Hawaii,
will be an exciting addition
to our stable and a totally
new proposition for
New Zealanders and
Australians in the popular
Mexican food segment.
The good times for Restaurant
Brands investors are set
to continue.
Much more_
MORE STRONG
LEADERSHIP
MORE BRANDS
MORE GROWTH
MORE
INTERNATIONAL
REACH
MORE SUCCESS
LOTS MORE JOY
Restaurant Brands New Zealand Limited
Annual Report 201901
Restaurant Brands New Zealand Limited operates the KFC, Pizza Hut and Carl’s Jr. brands in New Zealand, the KFC brand in Australia and the
Taco Bell and Pizza Hut brands in Hawaii, Saipan and Guam. These brands - four of the world’s most famous - are distinguished for their product,
ambiance, service and for the total experience they deliver to their customers in New Zealand and around the world.
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What’s inside_
Financial highlights
Year in review
Chairman’s letter
Chairman-elect’s letter
Group Chief Executive Officer’s report
More on our strategy
More Taco Bell
More sustainability
04
06
08
12
16
24
26
30
34 Operations reports
34 New Zealand
38 Australia
40 Hawaii
44 Board of Directors
46 Consolidated income statement
47 Non-GAAP financial measures
48 Financial statements 2019
82 Independent auditor’s report
86 Shareholder information
88 Statutory information
91 Statement of
corporate governance
100 Corporate directory
100 Financial calendar
Restaurant Brands New Zealand Limited
Annual Report 2019
02
03
Annual Report 201905
All figures in $NZ millions unless stated20152016201720182019
Financial performance
Sales*
KFC265.0282.5 296.5 319.6 336.5
Pizza Hut 48.444.9 40.5 41.1 35.4
Starbucks Coffee26 .126.8 26.7 25.8 16.0
Carl's Jr.20 .133.4 36.3 34.9 31.9
Total New Zealand sales359.5387.6 400.0 421.4 419. 8
KFC –– 97.2 151. 8 191.5
Total Australia sales–– 97. 2 151. 8 191.5
Taco Bell–– – 95.5 106.0
Pizza Hut –– – 72.0 76.7
Total Hawaii sales – – – 16 7.5 182.7
Total sales359.5387.6 497. 2 740.8 794.0
Concept EBITDA before G&A*
KFC50.857.2 61.4 66.5 70.4
Pizza Hut6.44.9 4 .1 3.2 2.0
Starbucks Coffee4.34.4 4.8 4.8 3 .1
Carl's Jr.0.20.4 1.0 2.0 0.9
Total concept EBITDA New Zealand61.566.9 71.2 76.5 76.4
KFC –– 15.0 22.0 2 9 .1
Total concept EBITDA Australia–– 15.0 22.0 2 9 .1
Taco Bell–– – 19.4 21.0
Pizza Hut–– – 4.7 2.8
Total concept EBITDA Hawaii – – – 24 .1 23.7
Total concept EBITDA 61.5 66.9 86.2 122.6 129. 2
EBIT33.434 .1 39.4 57.8 56.2
NPAT (reported)23.824 .1 26.0 35.5 35.7
NPAT (excluding non-trading items)22.524.2 30.6 40.8 42.2
Financial position/cash flow
Share capital26.826.8 143.4 14 8 . 5 154.6
Total equity71.275.6 192.1 201.6 224.7
Tot al a s set s14 4.6139. 8 302.4 453.0 460.3
Operating cash flows36.544.3 47.9 67.8 71.3
Shares
Shares on issue (year end)97,871,09097,871,090122, 8 4 3 ,191123,629,343124,758,523
Number of shareholders (year end)6,0196,0186,2947,0057,127
Basic earnings per share (full year reported)24.3c24.6c24 .1c28.8c28.8c
Ordinary dividend per share19.0 c21.0c23.0c28.0c0c
Other
Number of stores (year end)
KFC9191929494
Pizza Hut 4639353630
Starbucks Coffee26252422–
Carl's Jr.1818191918
Total stores – New Zealand181173170171142
KFC ––426161
Total stores – Australia––426161
Taco Bell–––3736
Pizza Hut–––4544
Total stores – Hawaii – – –8280
Total stores181173212314283
Employees – New Zealand3, 9123,3633,4223,5963,484
Employees – Australia––2,3543,2753,360
Employees – Hawaii–––2,1852,007
Total employees3,9123,3635,7769,0568 , 851
* Sales and store EBITDA for each of the concepts may not aggregate to the total due to rounding.
$
460,277,000
$
71,263,000
$
42,181,000
More growth_
Operating cash flows
NPAT
(Excluding non-trading items)
Total assets
Up from $67.8m
Up from $40.8m
Up from $453.0m
Total sales
Up from $740.8m
$
794,000,000
Restaurant Brands New Zealand Limited04
Financial highlights_
Historical summary
Total sales_
Total sales of $794.0 million, up 7.2%,
with the bulk of this $53.2 million
increase attributable to the full year
impact of Australian stores acquired
during FY18.
Net profit after taxation_
Reported net profit after tax of $35.7
million, up 0.8%. Net profit after tax
(excluding non-trading items) reaches
a new high of $42.2 million, up 3.3%.
Taco Bell_
Rights acquired for the Taco Bell
brand in New Zealand and Australia
(New South Wales and ACT) with the
first stores expected to open during
the 2019 calendar year.
Total concept EBITDA_
Combined brand EBITDA up 5.4% to
a new high of $129.2 million, primarily
driven by the full year impact of the
Australian stores acquired during FY18.
Starbucks Coffee_
Starbucks Coffee business disposed
of in October 2018, as part of a brand
portfolio rationalisation.
Takeover by Finaccess Capital_
Successful 75% takeover of the
company by Finaccess Capital, S.A.
de C.V at a price of $9.45 a share.
Annual Report 201907
Restaurant Brands New Zealand Limited06
Restaurant Brands
has delivered a
new high in terms
of trading results
for the year.
TOTAL SALES ($NZ M)
15 16 17 18 19
359.5
387.6
497.2
740.8
794.0
TOTAL CONCEPT EBITDA ($NZ M)
15 16 17 18 19
61.5
66.9
86.2
122.6
129.2
NPAT (REPORTED) ($NZ M)
15 16 17 18 19
23.8
24.1
26.0
35.5
35.7
TOTAL ASSETS ($NZ M)
15 16 17 18 19
144.6
139.8
302.4
453.0
460.3
Year in review_
More insight_
Chairman’s letter
Acknowledgements
Dividend
Trading results
NZ IFRS16
Directors
Annual Shareholders’ Meeting
Finaccess Capital, S.A. de C.V
Outlook
Looking back, Restaurant
Brands has come a long way
since that first year of my
chairmanship. That year the
company produced a NPAT
(excluding non-trading) of
$6.5 million and a reported
loss of $3.6 million. The share
price at the time languished
at 60 cents per share.
This year the annual profit
(excluding non-trading)
was $42.2 million, a 549%
increase on the 2007 result
and, with the recent takeover
offer price of $9.45 a share,
investors have seen a 1,475%
increase in their nominal share
price since July 2006.
The company has also seen
a growth in total sales to
nearly $800 million from
just over $300 million in
2007 and, of course, now
operates profitably in not
only New Zealand but two
offshore locations.
Acknowledgements
This all could not have been
achieved of course without
an effective board and to that
end I want to acknowledge my
fellow directors over that time:
Sue Suckling, Danny Diab,
David Pilkington and Shawn
Beck were all instrumental in
helping improve the business
during the early years of
my tenure.
More recently, I have
appreciated the support
and guidance of my current
fellow board members
Hamish Stevens, Vicky Taylor,
Stephen Copulos and David
Beguely who are standing
down following the Finaccess
takeover, but have all
contributed to the strong
growth of the company in
more recent times.
Dear shareholders_
It is with a sense of some pride that I
report to you for the thirteenth and final
time on the results of the company for
the past 12 months, having served as the
Chairman of your board since July 2006.
Over that time Restaurant Brands has
seen many changes, but the fundamental
nature of its business; that of providing
an unmatched food experience to its
customers remains unchanged.
Ted van Arkel_
Chairman
Restaurant Brands New Zealand Limited
Annual Report 2019
08
09
However, this substantial
change in the company’s
fortunes would not have
occurred without the drive,
enthusiasm and expertise of
the company’s Chief Executive,
Russel Creedy and his
management team. Russel
was also appointed to the
role of Chief Executive in
2006 and he and I have
worked closely together over
that time to drive the improved
business performance.
Trading results
Restaurant Brands has seen
a period of consolidation
over the past financial year,
integrating the operations
acquired in Hawaii and
Australia and rationalising
its New Zealand operations.
There has been considerable
investment in store
refurbishment programs
in all three divisions with
over $33 million in capital
expenditure, providing a solid
base for future sales growth
within existing markets.
Total sales were up 7.2% to
$794 million, primarily as a
result of the full year’s trading
of 13 KFC stores acquired in
Australia in the second half of
last year.
The company’s three key
businesses all performed
strongly with Taco Bell Hawaii
producing same store sales
of +5.1%, KFC New Zealand
+4.3% and KFC Australia
+4.7%.
The strong performance
of Taco Bell in Hawaii
was especially pleasing,
particularly given the
successful negotiation
of development rights for
this brand in Australia and
New Zealand during the year.
The continued growth in
overseas markets has resulted
in almost half of the Group’s
sales produced outside of
New Zealand.
Restaurant Brands has
also delivered a new high in
terms of a profit result for the
year with a NPAT (excluding
non-trading items) of $42.2
million up $1.4 million or
3.3% on the prior year.
Finaccess Capital,
S.A. de C.V
On 1 April 2019 the partial
takeover offer from Finaccess
Capital was successfully
completed with Finaccess
taking a 75% shareholding
in the Group through
acquiring shares from existing
shareholders at a price of
$9.45 a share. Finaccess
Capital has a successful
track record of investing in
QSR businesses including
a major shareholding in
AmRest Holdings S.E, a large
European QSR operation.
They are strongly supportive
of both current management
and the continuation of the
company’s growth strategies.
Directors
Following completion of the
takeover, Vicky Taylor, David
Beguely and Stephen Copulos
resigned from the board on
1 April and José Parés
Gutiérrez and Emilio Fullaondo
Botella were appointed as new
directors on that date. Hamish
Stevens and I are remaining
on the board until the Annual
Shareholders’ Meeting of the
company on 10 July.
The board and company
acknowledge the contributions
made by the three retiring
directors and welcome José
(representing Finaccess) and
Emilio (independent director)
to the board.
Dividend
As its growth strategy begins
to accelerate, Restaurant
Brands is facing substantial
demands on its capital
resources. In particular the
planned new store build
programme (including the
intention of opening 60 Taco
Bell stores in New Zealand
and Australia over the next
five years, together with
accelerated levels of KFC store
builds in both those markets)
will see levels of capital
expenditure at record levels.
Overlaying this are significant
potential acquisition
opportunities in both the
US and Australian markets.
While some of this store
development and acquisition
growth can be funded from
increased borrowings,
directors believe that it is
in the best interests of the
Group to retain cash in order
to provide funding flexibility.
Directors have therefore
resolved to not pay a final
dividend for the FY19 year.
NZ IFRS 16
The Group has adopted the
new lease accounting standard
(NZ IFRS 16) with effect from
the new financial year. The
effect of this standard on
the company’s balance sheet
will create a lease liability,
reflecting future lease
payments and a “right of use”
asset for its lease contracts.
The Group leases all its
premises, therefore the initial
balance sheet impact will be
substantial, increasing assets
by an estimated $383 million,
liabilities by $432 million and
reducing equity by $49 million.
Furthermore the standard
will impact on the Group’s
future income statements
by removing operating lease
expenses and replacing them
with an interest expense
pertaining to the future lease
payment obligations and a
depreciation charge against
the “right of use” asset in the
balance sheet. The net effect
of these changes will have a
minimal overall impact on the
income statement over time,
but because of timing
differences will have an
estimated adverse impact
in the first year of adoption
of $5.9 million before tax.
Outlook
With stable operations in all
three of its markets and the
takeover activity of the past
12 months now complete,
Restaurant Brands will be
looking to expand further
through acquisition, store
refurbishments and new
store roll outs.
Although the introduction
of the Taco Bell brand to
New Zealand and Australia
(New South Wales and ACT)
is not expected to have a
material effect on the Group’s
result in FY20 it is another
important step forward in the
Group’s overall expansion
strategy for the region.
With a consistent performance
from the existing store network,
the benefit of new store builds
and a stable economic
environment, directors expect
the Group will deliver a NPAT
(excluding non-trading items)
result for the new financial
year of 10% above current
year’s results (after adjusting
for the disposal of the
Starbucks Coffee business
in FY19 or any major new
acquisitions during the year
and the adverse impact of
adopting the new lease
accounting standard). Further
details will be provided at the
Annual Shareholders’ Meeting.
Annual Shareholders’
Meeting
The Annual Shareholders’
Meeting of the company
will be held in Auckland,
New Zealand on Wednesday
10 July 2019. I look forward
to farewelling our loyal
shareholders in person
at this meeting.
Ted van Arkel
Chairman of the Board
20 April 2019
+
7. 2
%
+
25.7
%
+
3.3
%
+
5.4
%
Total sales
Capital
expenditure
NPAT (excluding
non-trading items)
Concept EBITDA
before G&A
Restaurant Brands New Zealand Limited
Annual Report 2019
10
11
More insight_
Chairman-elect’s letter
About Finaccess
Funding
History of the takeover
New board
Current plans
Conclusion
• A 67.1% stake in AmRest
Holdings SE, a European
fast food and casual dining
operator with over 2,000
restaurants in 26 countries.
AmRest is listed on the
Polish and Spanish stock
exchanges and has a
market capitalisation of
approximately $US2.4
billion.
• A 16.5% stake in Inmobiliaria
Colonial, a Spanish real
estate business, listed on
the Spanish stock exchange
(market capitalisation of
approximately $US5.5
billion).
Finaccess Capital aims to
be a long term investor,
supporting local management
and leveraging the substantial
consumer retail experience of
its senior leadership, many of
whom (including myself) were
formerly employed in the beer
business at Grupo Modelo.
About Finaccess
Finaccess Capital, S.A. de C.V.
is a subsidiary of Grupo
Finaccess, a Mexican
investment company founded
and principally owned by
Carlos Fernandez Gonzalez.
Grupo Finaccess was formed
in 2012 after Carlos and
associated family interests
sold their share in Mexico’s
Grupo Modelo, the seventh
largest brewery in the world.
Finaccess Capital is one of five
divisions of Grupo Finaccess
and is a growing investment
company focused on acquiring
businesses with a proven track
record in operating strong
brands in attractive end-
markets. It has a strong
presence in the casual dining
and quick service restaurant
sector, as well as real estate in
Europe and Asia. The company
currently has major investments
in publicly traded companies
such as:
Dear fellow shareholders_
It is with great pleasure that I write to
introduce myself and Finaccess, the
new majority shareholder of Restaurant
Brands. It is my privilege to have the
opportunity to chair the company’s
Board of Directors and I look forward to
contributing to maximise the company’s
great potential.
José Parés Gutiérrez_
Chairman-elect
History of the takeover
Finaccess has been a
shareholder in AmRest
for nearly four years. There,
we not only developed
an understanding and
appreciation of the restaurant
business, but also contributed
to defining a growth strategy
to substantially increasing the
size of the business.
We invest throughout the
world and are constantly
looking for new acquisition
opportunities. Whilst relatively
small by world standards, the
achievements of Restaurant
Brands over recent years
stood out strongly amongst
its peers. We began actively
monitoring the performance of
the company over a two year
period, before approaching the
board and senior management
in early 2018.
After extensive negotiations
spanning several months we
were able to agree a price that
the board felt comfortable
Restaurant Brands New Zealand Limited
Annual Report 2019
12
13
presenting to shareholders
and Finaccess made a
formal bid for a 75% stake
in Restaurant Brands on
18 October 2018 at a price
of $9.45 a share. This
represented a 24.3% premium
to the last close price before
the takeover announcement
and was well in excess of the
Grant Samuel valuation in their
independent advisor’s report
of between $8.15 and $8.92
a share.
We are delighted to say that
91.4% of shares were offered
up for purchase, which
resulted in a scaling back to
the 75% level and we settled
the purchase on 1 April 2019
acquiring 93,568,919 of the
124.2 million shares on issue.
Current plans
As I said, Restaurant Brands
has achieved admirable growth
over recent years through
both organic store roll outs,
as well as significant offshore
value-add acquisitions in both
Australia and Hawaii. It is
precisely this growth and the
appealing future opportunities
that have attracted us to the
company and it is our intention
to support both the growth
strategy and the management
team that made it happen.
Management have clearly
articulated to us and the
investment community
where they see this growth
continuing.
We are convinced that there
are attractive opportunities
to accelerate growth with the
roll out of KFC and Taco Bell
stores in New Zealand and
Australia. Additionally, there are
further potential acquisitions
of independent KFC
franchisee stores in Australia
and acquisitions of KFC or
Taco Bell businesses in
mainland US.
These represent exciting
growth prospects for both
Finaccess and all minority
shareholders in Restaurant
Brands and we are looking
forward to maintaining the
momentum of growth.
Funding
As previously mentioned,
Restaurant Brands is poised
for a phase of significantly
greater growth than hitherto
seen. Thus, the Board of
Directors believes that
Restaurant Brands should
be using its strong cash flows
to reinvest in the significant
growth opportunities identified.
Dividends will be paid again
once the growth strategy has
been implemented.
Furthermore, as the company
is currently relatively
conservatively geared it is
our intention that debt funding
on top of retained earnings
should be the primary source
of funds for growth in the
first instance.
New board
Following the completion
of the takeover, both Emilio
Fullaonda Botella and I joined
the board and Vicky Taylor,
David Beguely and Stephen
Copulos retired. Ted van Arkel
and Hamish Stevens both
kindly agreed to stay on
(as Chairman and Chair of the
Audit Committee respectively)
until the Annual Shareholders
Meeting on 10 July in order to
ensure a smooth changeover.
I would like to acknowledge
the previous board for their
diligence and integrity over
the period of takeover
negotiations.
At the forthcoming Annual
Shareholders’ Meeting on
10 July, Ted and Hamish will
be retiring and we will seek
shareholder approval to
appoint Carlos Fernandez
Gonzalez and Luis Miguel
Alverez Perez as two further
Finaccess director
appointments.
We will also seek shareholder
approval to elect two
New Zealand resident
independent directors,
bringing the number on
the board to six.
Conclusion
I look forward to being a part
of taking the company to a
new era of growth for the
benefit of all shareholders.
Finaccess has acquired a
holding in a very sound, high
performing business with a
very strong management team.
Together we will maintain the
momentum achieved in
building the business over the
last few years and set the path
on which we will reach new
goals. I am honoured to be
part of the team writing the
next chapters in the successful
history of Restaurant Brands.
José Parés Gutiérrez
CEO, Finaccess Capital S.A.
d e C.V.
20 April 2019
The achievements
of Restaurant
Brands over recent
years stood out
strongly amongst
its peers.”
“
Annual Report 201915
Restaurant Brands New Zealand Limited14
More insight_
Group Chief Executive Officer’s report
Total sales for the Group
were a record $794.0 million,
up $53.2 million or +7.2% on
FY18 with the full year benefit
of $40.9 million from the
acquisition of 18 stores in
Australia during FY18.
Hawaii’s sales were also up
$15.2 million with a strong
performance from the Taco
Bell brand. The New Zealand
business saw record sales
from the KFC business,
although Carl’s Jr. and Pizza
Hut showed negative growth.
Other revenue (primarily sales
to independent franchisees)
Group operating results_
Restaurant Brands produced a net profit after tax
(NPAT) for the period ended 25 February 2019
(FY19) of $35.7 million, up 0.8% on the reported
NPAT of $35.5 million for the prior year.
After allowing for the impact of non-trading
items, the underlying NPAT was $42.2 million,
up $1.4 million or +3.3% on prior year.
$794.0m
$129.2m
Total Group sales
Combined brand EBITDA before G&A
Russel Creedy_
Group CEO
totalled $30.9 million, bringing
total operating revenue to
$824.9 million, up $58.6
million on prior year.
Combined brand EBITDA
of $129.2 million was up
$6.6 million or +5.4% on
prior year, with a $7.0 million
incremental contribution from
the Australian operations.
Restaurant Brands’
store numbers now total
283, comprising 142 in
New Zealand, 80 in Hawaii
and 61 stores in Australia.
2019
$NZm
2018
$NZm
Change
$NZm
Change
%
Total Group sales794.0740.8+53.2+7.2
Group NPAT (reported) 35.735.5+0.2+0.8
Group NPAT (excl. non-trading) 42.240.8+1. 4+3.3
52 weeks ended 25 February 2019
Annual Report 201917
Restaurant Brands New Zealand Limited16
New Zealand operating revenue was $450.3 million, up $3.6 million on FY18 despite the $9.8 million reduction
in sales with the divestment of the Starbucks Coffee business. Excluding Starbucks Coffee sales the underlying
New Zealand operations revenue was $13.3 million or 3.2% higher than FY18.
Total store sales were $419.8 million, a decrease of $1.7 million or -0.4% on last year.
New Zealand EBITDA was $76.4 million, a $0.1 million reduction on FY18. The continued strong performance of the
KFC business was partly off-set by lost earnings following the sale of the Starbucks Coffee business part way
through the year.
New Zealand operations produced earnings before interest and tax (EBIT) before non-trading items of $45.3 million,
which is consistent with the prior year.
2019
$NZm
2018
$NZm
Change
$NZm
Change
%
Network sales356.9339.4+17. 5+5.2
Network store numbers100100
RBD sales336.5319.6+16 . 9+5.3
RBD store numbers9494
RBD EBITDA70.466.5+3.9+5.9
EBITDA as a % of sales20.920.8
New Zealand operations_
KFC New Zealand
KFC New Zealand continues
to be a key driver of overall
performance and this brand
has had another excellent year.
Sales were up 5.3% to a new
high of $336.5 million, with
same store sales up 4.3%.
KFC record sales result
included the highest single
week of sales across the
country (beating the previous
record by 13%), as well as
record sales for a single store
in a week.
This success is a result of the
continuing impact of increased
marketing spend and a strong
promotional calendar built up
over the last three years.
Despite some input cost
pressures, margins remained
strong, with an EBITDA margin
of 20.9% of sales being
delivered in the period. In
dollar terms, EBITDA totalled
$70.4 million, up 5.9% on last
year’s result.
+
5.9
%
Concept EBITDA
before G&A
KFC continued to invest in
store assets with 16 major
renovations completed during
the year. In addition digital
self-ordering kiosks were
introduced in several stores
and this has seen a high
uptake by customers.
The brand has a solid base for
growth in the next financial
year with three new stores
opening in April 2019.
2019
$NZm
2018
$NZm
Change
$NZm
Change
%
Network sales101.0100.7+0.3+0.2
Network store numbers9897
RBD sales35.441.1-5.7-14.0
RBD store numbers3036
RBD EBITDA2.03.2-1.2-37.5
EBITDA as a % of sales5.77.8
2019
$NZm
2018
$NZm
Change
$NZm
Change
%
Sales31.934.9-3.0-8.8
Store numbers1819
EBITDA0.92.0-1.1-52.9
EBITDA as a % of sales2.95.6
+
4
New stores
built
Carl’s Jr. New Zealand
Pizza Hut New Zealand
Store numbers in Carl’s Jr. fell by
one to 18 with the closure of the
Upper Harbour store in Auckland
as a result of a Public Works Act
compulsory acquisition.
Transformation of the Pizza Hut
network in New Zealand to a
master franchise model continues
on plan with the sale of ten stores
to franchisees during FY19. This
included the sale of four new
turnkey stores.
This continued unit growth saw
network sales climb to $101.0
million for FY19, up $0.3 million
or +0.2% on prior year.
Company owned store numbers
decreased by six to 30, whilst the
number of independent franchisee
stores has increased to 68,
bringing the total Pizza Hut
network to 98 stores. During
the period three stores were
temporarily closed and two new
stores were opened at Kaitaia
and Meadowbank (Auckland).
Store sales were down 8.8%
(-3.3% on a same store basis),
although the introduction of a
delivery service in February 2019
has had an immediate and
positive impact.
In company owned stores,
sales were down $5.7 million to
$35.4 million, which is a reflection
of the reduced store numbers and
same store sales decreasing 6.1%.
Restaurant Brands’ Pizza Hut
store EBITDA was $2.0 million
(5.7% of sales), down $1.2 million
on last year, reflecting lower
company-owned store numbers
and continued margin pressures,
particularly in relation to increased
labour rates and ingredient costs.
EBITDA was $0.9 million
(2.9% of sales), a decrease of
$1.1m on the prior year with
lower sales, increasing labour
rates and ingredient costs. The
brand continues to operate in a
very competitive marketplace.
Restaurant Brands New Zealand Limited
Annual Report 2019
18
19
2019
$NZm
2018
$NZm
Change
$NZm
Change
%
Sales16.025.8-9.8-37.9
Store numbers–22
EBITDA3 .14.8-1.7-35.7
EBITDA as a % of sales19.418.7
2019
$Am
2018
$Am
Change
$Am
Change
%
Sales178 .3139. 5+38.8+27.8
Store numbers6161
EBITDA27.020.2+6.8+33.7
EBITDA as a % of sales15. 214. 5
Starbucks Coffee New Zealand
+
27. 8
%
Sales
KFC Australia
In $A terms, total sales for
the KFC business in Australia
were $A178.3 million, up
$A38.8 million (or +27.8%)
on last year. This was largely
a function of the full year
impact of the additional
18 stores acquired part way
through FY18. Same store
sales increased by 4.7%.
Store EBITDA was $A27.0
million (15.2% of sales) up
$A6.8 million or +33.7%
on last year with sales
leverage and more efficient
store operations.
The network totalled 61 stores
as at balance date. One store
was opened in the third quarter
of the year, offset by one store
closure in the final quarter of
Australia operations_
the year. The business has
continued to invest in a major
store upgrade programme with
10 store upgrades completed
in the financial year.
The Australian business
successfully launched and
expanded its home delivery
service to all 26 Sydney Metro
stores during the year.
In $NZ terms, the Australian business (operating the KFC brand) contributed total sales of $NZ191.5 million, store
EBITDA of $NZ29.1 million and EBIT of $NZ14.0 million. These results are all significantly up on the prior year, as a
result of stronger trading and the full year trading impact of the 18 new stores acquired during the FY18 year.
A strategic decision was made not to renew the Starbucks Coffee franchise agreement in order to concentrate on
the other core brands within the NZ operations with the business sold in October 2018.
Taco Bell Hawaii
Taco Bell continued to perform
very well with total sales of
$US72.3 million and store-
level EBITDA of $US14.3
million (19.8% of sales) for the
year. A strong promotional
pipeline has helped drive a
solid sales performance with
same store sales up 5.1%.
Restaurant Brands has
embarked on a store rebuild
and refurbishment strategy
following the same successful
model as undertaken by the
KFC business in New Zealand.
The first store transformed
continues to hold the same
store sales levels which
were +60% against
pre-transformation volumes.
Hawaii operations_
However, local government
construction permit approvals
have delayed the roll out of
transformations to further
stores. The process is now
gaining momentum and 2-3
major store refurbishments are
expected to be completed over
the next 12 months.
In $NZ terms, the Hawaiian operations contributed $NZ182.7 million in revenues, $NZ23.7 million in brand EBITDA
and an EBIT of $NZ8.0 million for FY19.
Total sales in Hawaii were $US124.7 million with store level EBITDA of $US16.2 million. Taco Bell had another strong
year, performing ahead of expectations on strong sales generated by distinctive product offerings and pricing
flexibility. Pizza Hut continued to underperform, facing increased margin pressures due to the national Pizza Hut
value promotions, higher levels of competition and limited pricing power in the face of input cost increases.
2019
$USm
2018
$USm
Change
$USm
Change
%
Sales72.368.3+4.0+5.9
Store numbers3637
EBITDA14.313.9+0.4+2.9
EBITDA as a % of sales19.820.3
+
5 .1
%
Same store sales
+
1.8
%
Sales
Pizza Hut Hawaii
Total Pizza Hut sales were
$US52.4 million with
store-level EBITDA of $US1.9
million (3.6% of sales). Same
store sales were down 2.1%.
There continues to be margin
pressure from participating in
US-wide value-led marketing
promotions together with
higher commodity and direct
labour expenses.
As with Taco Bell, an asset
refurbishment program is
under way for the Pizza Hut
brand, which sees a move
away from the larger
Restaurant Based Delivery
units into smaller, more
cost-effective Delivery and
Carry-out (Delco) units. One
new Delco unit was opened
at Pearl City in Honolulu
during FY19 and is trading
ahead of expectations.
2019
$USm
2018
$USm
Change
$USm
Change
%
Sales52.451. 5+0.9+1. 8
Store numbers4445
EBITDA1.93.3-1.4- 4 4 .1
EBITDA as a % of sales3.66.5
Restaurant Brands New Zealand Limited
Annual Report 2019
20
21
Corporate & other
General and administration
(G&A) costs were $35.8 million,
up $3.9 million from last year.
This is a result of the Group
corporate team operating for
a full year and the continued
expansion of the Group’s
activities. G&A as a % of total
revenue was 4.3% which is
in line with the prior year.
Depreciation charges of
$30.3 million for FY19 were
$1.6 million higher than the
prior year, of which the
Australian business accounted
for $1.1 million arising from the
stores acquired during FY18.
Financing costs of $6.8 million
were up $1.2 million on prior
year reflecting the higher
borrowings required to
fund Australian acquisitions
during FY18. Interest rates
in both Hawaii and Australia
also increased.
Tax expense was $13.7 million,
down $3.0 million on the prior
year due to the reduction
in the corporate tax rate in
Hawaii. The effective tax rate
of 27.7% reflects the increased
proportion of profits that were
generated off-shore, and the
(one-off) impact of non-trading
items, with the average tax
rate on earnings (excluding
non-trading items) at 27.8%.
Non-trading items
Non-trading expenditure
for the year was $9.0 million,
$3.6 million higher than prior
year. The FY19 charges
included $3.5 million leave
remediation costs resulting
from identified payroll
inconsistencies in New Zealand
relating to the entitlements
$147.5 million (net of bank
loans assumed as part of the
transactions). Included within
investing cash inflows for the
period were $10.2 million
received from the sale of ten
Pizza Hut stores and the
Starbucks Coffee business.
Finaccess takeover
The past twelve months
saw the company progress
through a takeover bid from
Finaccess Capital, S.A. de C.V,
which saw Finaccess Capital
take a 75% share in the
company on 1 April 2019. The
company and management
welcome this significant
investment and look forward
to strong support from our
new cornerstone shareholder.
Acknowledgments
Whilst much of senior
management time has been
occupied with takeover activity
over the year, the leadership
teams in each of our three
operating divisions have been
keeping the business running
smoothly. To them and the
9,000 staff in our stores in
New Zealand, Australia and
Hawaii my sincere thanks.
Russel Creedy
Group CEO
20 April 2019
under the Holidays Act dating
back to 2012, an impairment
charge of $3.5 million relating
to Carl’s Jr. asset carrying
value in New Zealand and
an adjustment in the
accounting treatment for
workers compensation
expenses in Hawaii of
$1.6 million. These costs were
partially offset by a gain on the
sale of the Starbucks Coffee
business and a gain on sale of
assets in relation to the sale of
New Zealand Pizza Hut stores
to independent franchisees.
Cash flow & balance sheet
The composition of the Group’s
balance sheet is largely
consistent with the prior year
except for a drop in net debt
of $25.9 million which reflects
the Group’s strong trading
results and the decision not to
pay an interim dividend. Bank
debt at the end of the year
was down to $145.9 million
compared to $166.8 million at
the previous year end. As at
balance date, the Group had
bank debt facilities totalling
$251.7 million in place.
The Group remains relatively
unleveraged with a Net Debt:
EBITDA ratio as at the end of
the FY19 year of 1.3X.
Operating cash flows were up
$3.5 million to $71.3 million,
reflecting the Group’s
increased profitability.
Net investing cash outflows
were $26.7 million (versus
$173.3 million last year) with
the prior year reflecting the
cash impact of the Hawaii and
Australian acquisitions totalling
“The company and
management welcome
this significant investment
and look forward to strong
support from our new
cornerstone shareholder.”
Annual Report 201923
Restaurant Brands New Zealand Limited22
Building on what’s been achieved, here’s what you can
expect over the next five years:
5
Accelerated KFC new store builds and upgrades in NZ
and Australia – we’re targeting 30 new stores, including
inline stores similar to our successful Auckland Fort Street
concept. Courtenay Place in Wellington is now open, and
we’ve plans for another in Christchurch in 2020.
6
Acquire further Australian independent KFC franchisee
stores – following the initial QSR acquisition we’ve been
buying up smaller franchisees’ stores. We’ve 61 KFC stores
in Australia (as at balance date) and they’ve been a
successful engine of growth for us. New acquisition
opportunities are on the radar.
7
Launch and roll out Taco Bell into NZ and Australia –
we’ve had our eye on this one for some time and our
research tells us that consumers here are keen to learn
when this bounty of Mexican flavours will arrive. Thanks
to the experience we’ve gained working with Taco Bell in
Hawaii, we’ll confidently embark on our five-year 60+ store
opening programme this year.
8
Transform Taco Bell and Pizza Hut stores in Hawaii
– we did it with KFC in NZ and we’ll do it again in Hawaii,
this time with Taco Bell. Good news is that the first
transformed Taco Bell store is still pumping at +60%
of its pre-make over volumes. And the early stages of
our Pizza Hut refurbishment programme has seen our
new delivery unit trade well ahead of expectations.
At least two major Taco Bell stores are expected to be
scraped and fully rebuilt this year.
9
Establish presence in the US – expansion is expansion,
and our Hawaiian beachhead working with Taco Bell
coupled with our deep knowledge of KFC means acquisition
opportunities in mainland US are a real prospect.
1
Billion-dollar challenge accepted – we’d been sitting at
around $300-350 million sales for a few years with a share
price fluctuating between $2 and $4. We needed to find a
way to break new ground.
2
Offshore acquisition strategy developed – New Zealand was
performing well but growth prospects were limited. Taking
our expertise offshore to enhance already successful
businesses and achieve beachheads in new markets was
deemed the way to go. Familiar geographies, brands and
scale of operations with proven successful management
teams characterise our criteria.
3
42 KFC stores in NSW purchased – through acquiring
QSR Pty Ltd. (the largest franchisee in the state). Done and
dusted in short order. These stores have been performing
well and been an engine of our growth. They also provide us
with a strong foothold in Australia for further acquisitions.
4
37 Taco Bell and 45 Pizza Hut stores in Hawaii and
Guam purchased – acquiring Pacific Island Restaurants
(sole franchisee in Hawaii). A strong, well-managed
business affording us the opportunity to accelerate our
Taco Bell NZ plans, as well as a precursor for further
acquisitions including the US mainland.
More on our strategy_
From the bottom up:
It’s no secret. We aim to be a
billion-dollar company in both
market capitalisation and in total
revenue. We’ve already achieved
the former with our share price
now well in excess of $8.00 a share.
As to our total revenue, in just over
two years we’re well on the way
having doubled in size through
international acquisitions. Now that
consolidating new operations and
transitioning the company to a new
ownership structure are behind us,
we are set to resume our aggressive
expansion strategy with gusto.
In 2016 we declared our goal to transform into a billion-dollar
company. We recognised our growth ambitions would be limited if
we remained a New Zealand-only business. Our significant market
share coupled with restricted opportunities due to market size meant
we needed to look for offshore acquisitions to achieve substantial
growth in a relatively short time.
While we were reviewing KFC acquisition opportunities in Australia
the opportunity to acquire the Taco Bell and Pizza Hut business
in Hawaii came somewhat unexpectedly. Today our international
business is thriving, and with a new group management structure
we can take pride in the difference our expansion strategy is
making to our billion-dollar ambitions. Right now, just under
half of our revenues are coming from overseas operations.
Here we reflect on our strategy, dissect the ingredients of
its progress to date, and lay out what’s to come – a growth
strategy that’s proving to deliver. Deliciously.
9
8
7
6
5
4
3
2
1
$1.0bn
Target Group sales
Annual Report 201925
Restaurant Brands New Zealand Limited24
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Logo Configurations Primary
A truly international brand_
Back in 2017 we acquired 37 Taco Bell stores in Hawaii and Guam as part of the
Pacific Island Restaurants deal. This very profitable acquisition for Restaurant Brands
was just the beginning, and now we are excited to bring you more.
Originating in California in 1962, the Taco Bell brand now has over 7,000 restaurants
in over 25 countries and generates more than $US10 billion in sales and that number
is growing all the time. It is the world’s largest and most successful Mexican inspired
quick service restaurant – a cohesive and mature brand that enjoys widespread
recognition all over the globe, including New Zealand, where it is still to be launched!
With such recognition, Taco Bell is an ideal fit for our business and sits comfortably
within our family of tier one brands: KFC, Pizza Hut and Carl’s Jr. – while offering a
fresh and new food experience.
More
Taco
Bell
The arrival of Taco Bell in New Zealand has
been much anticipated – and now it’s here!
Restaurant Brands New Zealand Limited
Annual Report 2019
26
27
Restaurant Brands will launch
the long-awaited iconic brand
into the New Zealand and
Australian (New South Wales)
markets this year
– the first store will open in
Auckland around November,
and an aggressively-paced
rollout will follow, with a total
of more than 60 stores planned
to open across Australasia
by 2024.
Loving the brand
The strong performance and growing
international exposure of Taco Bell is
underpinned by a compelling brand story;
one which we’re excited to leverage as
we bring Taco Bell into the dining
conversation for Kiwis and Aussies.
Taco Bell is a culture-centric lifestyle
brand with craveable, affordable Mexican
inspired food for all. It’s a brand of choice
for all ages but particularly appeals to
millennials who identify with Taco Bell’s
sense of humour, self-expression,
community and purpose, and for whom
food is an experience, not simply fuel.
At the core of Taco Bell’s DNA is Live Más
(Live More). This is an idea that builds off
the foundation founder Glen Bell created
for the brand and encapsulates its
philosophy of enriching the lives of
customers and employees. It’s an idea
that should inspire our consumers, to
never stop exploring, and to never be
routine. It’s more than the taco toppings;
it’s a way of life.
Taco Bell enjoys an enviable reputation
as an “authentic” brand – it walks its talk.
This is in part because the brand expertly
leverages its communication channels –
engaging directly with customers in an
effortlessly cool, rebellious way.
Not surprisingly, the brand embraces
digital media and technology as part of
the whole Taco Bell experience. In the
United States Taco Bell was the first QSR
brand to launch a mobile app for both
drive-through and in-store orders.
Attractive price and better flavour
When Taco Bell begins to thrill Kiwi and
Australian palates later this year, it will
bring a new flavour dimension to Mexican
inspired food options currently available.
Customers can expect high quality, fresh,
flavoursome burritos, tacos, quesadillas,
as well as the now cult classics – Crunch
Wrap and Cheesy Gordita Crunch, made
with quality ingredients, at an affordable
and very competitive price point.
This combination of price and flavour
makes Taco Bell formidable competition
in the QSR market; our competitors have
traditionally struggled to match the flavour
profile of Taco Bell, and generally the price
point for Mexican style food is expensive.
The introduction of Taco Bell will make
Mexican inspired food more affordable,
and the brand very appealing to a wide
socio-economic audience.
Dining-in, a relaxed experience
The design of the Taco Bell stores will
follow the most recent Cantina style
design, restaurants will be strategically
placed in urban, high density, high foot
traffic areas. The restaurants themselves
will have an open layout for guests to
see their food being prepared and the
décor and artwork will make for an
instagrammable experience.
We look forward to more with the rollout
of Taco Bell. More growth, more brand
consolidation and more success!
“We’re excited about the
opportunities Taco Bell offers
the company, and we believe
the brand will be extremely
well-received in our new markets.”
“Taco Bell is an innovative brand in everything it does,
from its Mexican inspired food, to the way it engages
with consumers and through leading in technology.
The unique space that Taco Bell operates in the
market is driving culture around the world and is
sure to do the same here in NZ and Australia.”
Russel Creedy, CEO
Russel Creedy, CEO
Restaurant Brands New Zealand Limited
Annual Report 2019
28
29
More sustainability_
A series of workshops resulted in the
development of a new sustainability
framework strategy for the business that
is in line with best practice sustainability
reporting, following the GRI (Global
Reporting Initiative) standards. This
continues to be refined and aligned with
our strategy for future business growth.
Broadly, the pillars of our sustainability
framework are; caring about people and
communities, environmental consciousness,
and leading in food quality. Under each of
these, we’re in the process of implementing
specific programmes and initiatives and
working to develop the targets and KPI’s
by which we will measure our progress.
Our developing sustainability initiatives
will have a positive impact on the
business, socially, culturally, and financially.
We expect to report to you often on
our progress, and for you to hold us to
account on the targets we set. Watch for
more on sustainability as we develop these.
In this report you can read about some
of our current initiatives and achievements
on pages 32 and 33.
Purpose
Pillars
Strategic theme
Programmes
In the last 12 months
a lot has happened
on our journey to
becoming a more
sustainable business.
Caring about people and communitiesEnvironmental consciousnessLeading in food quality
An inclusive and
productive team
focused on wellbeing
Supporting our
communities
Waste managementResource stewardshipBeyond complianceEthical sourcing
Equal opportunity
employment policy
Community
donations
Food rescue programme
for kitchen food waste
Energy efficiency
programme
Food Quality
and Product Safety
programme and policy
Supplier audit
programme
Competitive
remuneration policy
Food rescue programme
for kitchen food waste
Cooking oil recycling
programme
Zero air freighting policy
Artificial colours
and flavours policy
Animal welfare
procurement policy
Zero tolerance policy -
forced or underage labour
Growing our Youth
support programme
Waste reduction
programme
Low impact home
delivery programme
Hormone and steroid
free policy
Palm oil free policy
Job Start programme
Staff volunteer
programme
Reduced plastics policy
Sustainable fibres policy
(paper and card)
Antibiotic use policy
Sustainable
uniforms policy
Staff satisfaction and
wellness programmes
Local procurement
policy
Waste heat recovery
programme
Sustainable
uniforms policy
Oil and fat policy
Career progression
pathways
and programmes
Staff food safety
training programme
A thriving business built on brands that our employees and customers love and trust
Restaurant Brands New Zealand Limited
Annual Report 2019
30
31
New Zealand_
A helping hand for our women golfers
NZPWG Anita Boon Pro-Am
KFC supports the development of women’s golf. We have been
a major sponsor of the annual Anita Boon Pro-Am tournament
since 2011, providing the KFC Golf Scholarship to further Kiwi
women’s golfing careers.
Phillis Meti won the 2019 KFC Scholarship, valued at $14,000.
KFC– supporting our lifesavers
Surf Life Saving New Zealand
Surf Life Saving New Zealand (SLSNZ) is the charity representing
74 surf life saving clubs in New Zealand with around 17,000
members. We’re proud to have been a charity partner of Surf Life
Saving New Zealand since 2012.
In the last 7 years, SLSNZ has provided 1.55 million hours of
patrol, and made close to 8,000 life-saving rescues.
That’s 8,000 people alive and enjoying life as a direct result of
SLSNZ actions – we think that’s pretty special.
KFC fully supports SLSNZ. We offer a special Surf Safe Meal on
our menu, and for every one of these meals sold, KFC has made
a $1 donation to the national surf life saving organisation. During
the 2018/19 season KFC raised a total of $190,081 for SLSNZ.
Carl’s Jr.– a force for good for our youth
Supporting the Graeme Dingle Foundation
The Graeme Dingle Foundation is a child and youth charity,
running several successful and proven programmes –
Kiwi Can, Stars, Career Navigator, Project K and MYND.
Graeme Dingle Foundation programmes use the great outdoors,
inspirational classroom leaders and world-class mentors to help
our young people stay on track, develop confidence, build
resilience and self-belief, set goals and contribute positively
to society. The Foundation’s programmes are delivered across
New Zealand by licensed community trusts.
Carl’s Jr. has been supporting the Foundation’s STARS student
mentoring programme for the past five years, donating 10 cents
from every Super Star burger sold to the Foundation.
In 2018/2019 we donated $20,000 to the STARS programme.
$190,000
raised for SLSNZ
Australia_
The KFC Youth Foundation – building
confidence in young Australians
With 90% of our restaurant team members under 25, building
confidence in young Aussies everywhere is a cause that’s close
to our heart.
The KFC Youth Foundation is our response to helping young
Aussies. Founded in 2018, the Foundation gives young people
the skills and support they need to thrive in the world now and
in the years beyond, through mentorship, skills development
and promoting mental wellbeing and overcoming adversity.
During the year all stores have participated in fund raising
efforts both in-store and through off-site events. We have
participated in a Rally 4 Youth event which raised a substantial
amount for the Foundation.
The KFC Youth Foundation supports young Aussies through
charity partnerships with Reachout.com, Streetwork, Youngcare,
Whitelion and Reach.
Programmes for our people
We support our employees through their entire employment
lifecycle with numerous programmes which provide personal and
professional development, leadership training, goal setting, and
wellness. You’ll find these at https://www.kfc.com.au/people
Hawaii_
Book it!
Pizza Hut sponsors the worldwide BOOK IT! reading program;
an incentive program for children in grades K through six.
BOOK IT! motivates children to read by rewarding their
reading accomplishments.
The teacher sets a reading goal for each child in the class.
When children meet their monthly goal, the teacher will
recognize them with a Reading Award Certificate, good for
a free one-topping Personal Pan Pizza®. When a child
redeems their Reading Award Certificate at Pizza Hut®,
our team members celebrate right along with them.
The program is simple, flexible, fun and free for teachers
to use within their classrooms. BOOK IT! was created in
1984 and currently reaches over 14 million students in
37,000 elementary schools annually.
Bite-sized better
environmental practice
KFC
• Moved from non-recyclable PET drink, coleslaw and gravy lids
to polypropylene material, which can be recycled.
• Chip packaging moved from a non-recyclable material to board.
• Packaging redesigned to remove as much raw material
as possible.
Pizza Hut
• 100% recycling of “back of house” oil in place.
• Pizza boxes are now made from 100% recycled material.
• All pizza boxes are being redesigned to reduce raw material
inputs by over 8% and to remove the plastic box lid supports.
This will be introduced to market in August this year.
• In New Zealand we’ve improved energy conservation from
121,000 to 117,000Kw per $1M of sales. In Australia we’ve
improved from 111,430 to 101,065Kw.
• In Australia we continue to participate in the Closed Loop Food
recycling program. In less than a year we turned 91 tonnes of
food waste into green electricity and compost.
• We’ve also participated in the Oz Harvest program where we
have been able to supply 24,000 meal equivalents and
contributed $1.5 million of food donations to foodbank.
Carl’s Jr.
• We are redesigning our packaging to remove as much
raw material as possible whilst maintaining its integrity
and functionality.
In 2020...
• Restaurant Brands is one of 14 companies who are part
of a working group tackling some of the largest issues in
New Zealand’s Supply Chain and Operations Management.
We have committed to two projects focused on Sustainability
in Logistics and the Circular Economy.
• We are working with several vendors to reduce truck traffic
on NZ roads – encouraging our vendors to explore intermodal
(train) freight where possible.
“Our pizza boxes are
100% recycled.”
More sustainability_
Key intiatives in 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
32
33
New Zealand_
KFC
“ KFC continues to maintain
its current momentum as the
new year begins.”
KFC continues to go from
strength to strength producing
another record year of sales
and profit performance.
A number of successful
product promotions, the
ongoing benefit of store
upgrades and higher levels
of marketing activity all
contributed to driving sales
to an all-time high of $336.5
million. Same store sales
growth remained very strong
for the year, finishing up
+4.3% (compared with
+6.2% last year).
The brand successfully trialed
a customer delivery service
for selected KFC stores, and
we expect to roll out the new
service in the new financial
year. Continued sponsorship
of the New Zealand Super
Rugby franchises also assisted
in growing brand awareness
and improving customer
engagement.
The brand has also been
successfully trialing self-order
kiosks for selected stores
beginning with the use of
purpose built digital kiosks in
our new urban designed store
in Fort Street, Auckland.
We will look at rolling out
the self-order kiosks across
the network over the next
financial year.
Profitability was also up
strongly, with EBITDA
increasing by $3.9 million
(+5.9% on the prior year) to
$70.4 million. Continued sales
leverage and relatively benign
ingredient price pressure
assisted in driving better
margins. However, some of
these benefits were offset by
higher labour costs as KFC
reinvested in providing staff
with more certainty and
stability in their hours which
should help improve customer
experience. As a % of sales,
EBITDA was 20.9%, up slightly
on last year’s 20.8%.
As part of the continuing
reinvestment in the brand,
16 stores received major
upgrades over the year.
Total company owned stores
remained on 94 at the end
of FY19. Three new stores
opened in Q1 of FY20.
Staff turnover was 70%, down
on the previous year’s 75%,
partly as a result of changes
to rostering practices providing
more stability and certainty for
our workforce.
The actual lost time injuries per
million hours increased from
3.5 in the prior year to 4.1 per
million in the current year.
Although it was disappointing
to see this increase, the level
remains low with a continuing
strong focus on staff safety.
The strong sales and margin
performance of FY19 has
been maintained into the
beginning of FY20, as the
brand continues to reap
the benefits of its store
refurbishments programme
and high levels of marketing
expenditure.
KFC remains the key driver
for the Restaurant Brands
New Zealand operations
success which is expected
to continue into FY20.
TOTAL SALES ($NZ M)
15 16 17 18 19
265.0
282.5
296.5
319.6
336.5
EBITDA ($NZ M)
15 16 17 18 19
50.8
57.2
61.4
66.5
70.4
+6 Franchised
94
2,558
STORES
STAFF
Operations report
Restaurant Brands New Zealand Limited
Annual Report 2019
34
35
New Zealand_
Pizza Hut
Total sales from Pizza Hut
stores operated by Restaurant
Brands were down +14.0%
over the year to $35.4 million.
However, sales for the total
Pizza Hut brand were up 0.2%
to $101.0 million.
Restaurant Brands’ store
numbers decreased by six over
the year with 10 stores sold to
independent franchisees and
four new company stores built
at Kumeu, Kaitaia, Meadowbank
(Auckland) and Otara (Auckland).
Same store sales for company
stores fell 6.1% over the year.
Earnings from company stores
were adversely impacted by the
sale of stores to independent
franchisees along with increases
in labour and other non-food
related costs. EBITDA for the
year was $2.0 million, down
$1.2 million on FY18. This
represented 5.7% of sales
versus 7.8% last year, but still
within the company’s expected
margin range.
Staff turnover was 103%,
including delivery drivers,
with an underlying turnover
rate of 71% for non-delivery
staff (77% last year).
Lost time injuries per million
hours worked remains steady
at 4 per million hours. The level
remains low with a continuing
strong focus on staff safety we
hope to see improvements in
the upcoming year.
TOTAL SALES ($NZ M)
15 16 17 18 19
48.4
44.9
40.5
41.1
35.4
EBITDA ($NZ M)
15 16 17 18 19
6.4
4.9
4.1
3.2
2.0
+68 Franchised
30
427
STORES
STAFF
“The Pizza Hut business will
see continued growth as
Restaurant Brands continues
to expand the store network.”
At year end, company owned
store numbers had decreased
to 30 (out of a total of 98 in
the market) with independent
franchisee owned stores up
to 68. The brand has a
short-term target of 100+
stores in the network with
those under company
ownership making up
approximately 25% of
that number.
Although the number
of Restaurant Brands
owned stores has reduced,
the overall Pizza Hut
business is expected to
grow, as the brand network
continues to expand with
more independent
franchisees helping to
drive the brand’s success.
New Zealand_
Carl’s Jr.
Carl’s Jr. is still a relatively young
brand and faces continued
pressure to maintain revenue
and profitability levels in a very
competitive market. Total sales
decreased to $31.9 million
(-8.8%) with the closure of
the store at Upper Harbour,
Auckland. Same store sales
were also down 3.3% on the
prior year. EBITDA was down
$1.1 million to $0.9 million
which represented 2.9% of
sales (5.6% in FY18).
The introduction of a delivery
service in February 2019 has
had an immediate and positive
impact on both sales and
margin. This positive impact
has continued into the 2020
year to date.
Store numbers were down
by one for the year, with the
Upper Harbour store closed
under the Public Works Act,
to end the year with 18 stores.
Staff turnover was 79%, up on
the prior year’s 77% as the
brand beds in their fixed
shift rosters.
Lost time injuries per million
hours worked remains very low
at 2.6 per million hours, this is
up on last year which had no
lost time injuries. There is a
continuous focus on safety as
the business aims to maintain
this high safety level.
TOTAL SALES ($NZ M)
15 16 17 18 19
20.1
33.4
36.3
34.9
31.9
EBITDA ($NZ M)
15 16 17 18 19
0.2
0.4
1.0
2.0
0.9
372
18
STORES
STAFF
“The introduction of a delivery
service in February 2019
has had an immediate and
positive impact on both sales
and margin.”
Operations report
Restaurant Brands New Zealand Limited
Annual Report 2019
36
37
Australia_
KFC
“The positive results from
the Australian operations
are expected to continue
into the new financial year.”
With a full year’s trading from
the stores acquired during the
second half of FY18, sales
increased by $39.7 million.
Same store sales were up
4.7%. EBITDA was also up
$7.0 million to $29.1 million
reflecting the positive
contribution from the
acquisitions as well as the
effect of organic growth.
The brand successfully trialed
a customer delivery service
for selected stores using an
external delivery service.
We expect to roll out this new
service to more stores during
the new financial year.
Whilst the Australian business
has a young workforce, it is
relatively stable by market
norms. Staff turnover was
44.6% in the FY19 year, a
slight increase from 42.0%
in the FY18 year.
The Australian business has
a strong focus on accident
prevention. The number of
actual lost time injuries per
million hours was 12 in the
FY19 year, down from 13
in the FY18 year.
The positive momentum
has been maintained into
the new financial year.
New opportunities to expand
the network both through
acquisitions and new store
builds are being aggressively
pursued.
61
3,360
STORES
STAFF
TOTAL SALES ($NZ M)
17 18 19
97.2
151.8
191.5
EBITDA ($NZ M)
17 18 19
15.0
22.0
29.1
Operations report
Restaurant Brands New Zealand Limited
Annual Report 2019
38
39
Hawaii_
Pizza Hut
TOTAL SALES ($NZ M)
18 19
72.0
76.7
EBITDA ($NZ M)
18 19
4.7
2.8
44
1,174
STORES
STAFF
“We have begun a
process of refreshing the
brand, including a store
refurbishment programme.”
One new delco unit opened
during the year and is trading
ahead of expectations with
more expected to be
completed in the new
financial year.
Staff turnover was 83% in
the FY19 year. This reflects
a very competitive labour
market where retaining staff
remains a key challenge.
Lost time injuries per million
hours were 4.5 for the year
with a total of six accidents
down from 17 last year,
reinforcing a good safety
record for the brand.
Operations report
Pizza Hut contributed $2.8
million to the Group’s EBITDA
a reduction of $1.9 million
on last year. The business
continues to be under margin
pressure from Hawaii’s rising
labour costs and the required
participation in US-wide value
promotions.
A store refurbishment
programme is underway
although delays in obtaining
construction permits from
local government has delayed
the process.
Restaurant Brands New Zealand Limited
Annual Report 2019
40
41
Hawaii_
Taco Bell
Taco Bell continues to perform
well with sales up 11% and
same store sales up 5.1%
on last year. The brand
contributed $21.0 million to
the Group’s EBITDA for the
year, up $1.6 million on last
year. There is a network
refreshment strategy underway
for the Taco Bell brand with
a number of older stores
targeted for a complete
rebuild. The first store
refurbishment of this nature
has been delivering significant
sales growth. As with Pizza Hut
Hawaii there are delays
in obtaining construction
permit approvals from local
government which has
slowed the roll out of these
transformations. The process
is now starting to gain some
momentum with two to three
major refurbishments expected
over the next 12 months.
Staff turnover was 63% in the
FY19 year, also reflecting a
very competitive labour market.
The above-store management
team is very stable with no
significant turnover in this
team in the last year.
Lost time injuries per million
hours were 1.5 for the year
with a total of only two
accidents, down from six last
year, which reflects the good
safety record for this brand
in Hawaii.
The positive results from
Taco Bell are expected
to continue into the new
financial year, particularly as
more stores in the network
are refreshed.
TOTAL SALES ($NZ M)
18 19
95.5
106.0
EBITDA ($NZ M)
18 19
19.4
21.0
36
833
STORES
STAFF
“Taco Bell continues to be
very successful with sales
up 11% and same store
sales up 5.1% on last year.”
Operations report
fi fl–fl
–flfl–fl–fl
–
fi fl–fl
–flfl–fl–fl
–
––
–
Restaurant Brands New Zealand Limited
Annual Report 2019
42
43
Board of Directors_
Ted van Arkel
FNZIM
Chairman and Independent
Non-Executive Director
Term of office
Appointed Director 24 September 2004 and
appointed Chairman 21 July 2006. Last re-elected
2015 Annual Meeting.
Board committees
Member of the Audit and Risk Committee, Health
and Safety Committee and Appointments and
Remuneration Committee.
Profile
Mr van Arkel has been a professional director since
retiring from the position of Managing Director of
Progressive Enterprises Limited in November 2004.
He is a director of the Auckland Regional Chamber
of Commerce & Industry Limited. Mr van Arkel is a
director of a number of private companies including
Philip Yates Family Holdings Limited and Danske
Mobler Limited. Mr van Arkel was previously a director
and chairman of The Warehouse Group Limited and
Abano Healthcare Group Limited.
Core board skills
Governance, Strategy, Financial Acumen,
Remuneration / People and Culture.
Skills related specifically to Restaurant Brands
Quick Service Restaurants, Marketing, Large Scale
Procurement and Supply Chain.
Skills related to future strategy
Global Experience, Acquisition and Divestment.
Hamish Stevens
M Com (Hons), MBA, CA
Independent Non-Executive
Director
Term of office
Appointed Director 8 May 2014. Last re-elected
2017 Annual Meeting.
Board committees
Chairman of the Audit and Risk Committee and
Member of the Appointments and Remuneration
Committee and Health and Safety Committee.
Profile
After considerable experience in a number of
senior corporate roles including both operational
and financial management in large companies such
as DB Breweries Limited and Heinz-Watties Limited,
Mr Stevens became a professional director in
2010. He is currently Chairman of East Health
Services Limited and The Kennedys Limited and
is the Independent Chairman of the Audit and
Risk Committee of the Waikato Regional Council.
Mr Stevens is a director of various other New Zealand
companies including Marsden Maritime Holdings
Limited, Pacific Radiology Group Limited and Counties
Power Limited. A qualified chartered accountant,
Mr Stevens also chairs the audit committees for
a number of companies for which he serves as
a director.
Core board skills
Governance, Strategy, Financial Acumen.
Skills related specifically to Restaurant Brands
Quick Service Restaurants.
Skills related to future strategy
Acquisition and Divestment.
José Parés Gutiérrez
MBA
Non-Executive Director
Term of office
Appointed Director 1 April 2019.
Board committees
Member of Appointments and Remuneration
Committee, Health and Safety Committee and
Audit and Risk Committee.
Profile
Mr Parés joined Restaurant Brands as a Non-
Executive Director following the acquisition of 75%
shareholding in RBD by Finaccess Capital, S.A de
C.V, through its subsidiary Global Valar S.L. on 1
April 2019. He is the Chairman of Global Valar S.L.
and CEO of its parent, Finaccess Capital. He is also
the Chairman and a Proprietary Director of AmRest
Holdings SE.
Previously he worked for 19 years at Grupo Modela
(Mexico) in various positions, including as the Vice
President of Marketing and Sales International where
he oversaw the significant growth of Grupo Modelo’s
annual revenues.
Mr Parés graduated from Universidad Panamericana,
Mexico (Business and Finance) and completed
his MBA at ITAM, Mexico as well as the Business
D-1 programme at IPADE, Mexico and Executive
Programme at Wharton, San Francisco.
Core board skills
Governance, Strategy, Financial Acumen.
Skills related specifically to Restaurant Brands
Quick Service Restaurants, Marketing, International
experience.
Skills related to future strategy
US Experience, Acquisition and Divestment.
Emilio Fullaondo Botella
MBA
Independent Non-Executive Director
Term of office
Appointed Director 1 April 2019.
Board committees
Member of Appointments and Remuneration
Committee, Health and Safety Committee and Audit
and Risk Committee.
Profile
Mr Fullaondo is a senior executive with over 23 years
of experience in the beer industry. He worked in a
number of financial roles for Grupo Modelo, including
four years as CFO. Following the acquisition of
Grupo Modelo by AB InBEv in 2013, Emilio oversaw
significant cultural and organisational changes at
AB InBev (Mexico) as Vice President, Human
Resources and later as Vice President, projects
until his resignation in January 2019.
Mr Fullaondo graduated from ITAM, Mexico
(Public Accountant) and completed his MBA at the
same institution as well as the Executive Management
(AD) Program at IPADE, Mexico.
Core board skills
Financial Acumen, Strategy, People and Culture.
Skills related specifically to Restaurant Brands
International experience.
Skills related to future strategy
US Experience, Acquisition and Divestment.
Note: The Restaurant
Brands board has
developed a skills
matrix identifying
the core skills each
director brings to the
board. The matrix is
based on directors’
self-assessment of
their individual skills.
The assessment rated
each director’s skills in
various areas on a one
to five scale. Where
the rating was four
or five the director
was deemed to bring
those expert skills to
the board. These skills
are listed under each
director profile.
Restaurant Brands New Zealand Limited
Annual Report 2019
44
45
Restaurant Brands New Zealand Limited
Annual Report 2019
46
47
Consolidated income statement
for the 52 week period ended 25 February 2019
Non-GAAP financial measures
for the 52 week period ended 25 February 2019
$NZ000’s
25 February
2019
52 weeks
vs Prior
%
26 February
2018
52 weeks
Sales
KFC336,534
5.3319,598
Pizza Hut35,350
(14.0)41,111
Starbucks Coffee16,022
(37.9)25,818
Carl's Jr.31,864
(8.8)34,921
Total New Zealand sales419,7 70
(0.4)421,448
KFC 191,547
26 .1151, 8 4 4
Total Australia sales191,547
2 6 .1151, 84 4
Taco Bell106,004
11. 0 95,487
Pizza Hut76,725
6.6 71,997
Total Hawaii sales182,729
9 .1 167,484
Total sales794,046
7. 2740,776
Other revenue30,869
21.025 , 513
Total operating revenue824,915
7.7766,289
Cost of goods sold(675,697)
7.6(628 ,169)
Gross margin149, 218
8.013 8 ,12 0
Distribution expenses (3,629)
25.4(2,895)
Marketing expenses(44,542)
11.1(40,095)
General and administration expenses(35,818)
12.1(31,948)
EBIT before non-trading items65,229
3.26 3 ,18 2
Non-trading items(8,997)
65.7(5,429)
EBIT56,232
(2.6)57,753
Financing expenses(6,797)
21.3(5,604)
Net profit before taxation49,435
(5.2)52 ,14 9
Taxation expense (13,694)
(17.9)(16,683)
Net profit after taxation (NPAT)35,741
0.835,466
NPAT excluding non-trading items42 ,181
3.340,847
Concept EBITDA before G&A
% sales% sales
KFC70,384 20.95.966,472 20.8
Pizza Hut2 ,017 5.7(37.5)3,226 7.8
Starbucks Coffee3 ,110 19.4(35.7 )4,836 18.7
Carl's Jr.923 2.9(52.9)1,962 5.6
Total New Zealand76,434 18.2( 0 .1)76,496 18.2
KFC 29,064 15.232.022,026 14. 5
Total Australia29,064 15. 232.022,026 14.5
Taco Bell20,968 19. 88.0 19,420 20.3
Pizza Hut2,781 3.6(40.6) 4,681 6.5
Total Hawaii23,749 13.0(1.5) 24 ,101 14.4
Total concept EBITDA before G&A129, 247 16.35.4122,623 16.6
Ratios
Net tangible assets per security (net tangible assets
divided by number of shares) in cents(19.6)(36 .1)
Cost of goods sold are direct costs of operating stores: food, paper, freight, labour and store overheads. Distribution expenses are costs of distributing
product from store. Marketing expenses are call centre, advertising and local store marketing expenses. General and administration expenses (G&A)
are non-store related overheads.
The Group results are prepared in accordance with New Zealand Generally Accepted Accounting Practice (“GAAP”) and comply with
International Financial Reporting Standards (“IFRS”). These financial statements include non-GAAP financial measures that are not
prepared in accordance with IFRS. The non-GAAP financial measures used in this presentation are as follows:
1. EBITDA before G&A. The Group calculates Earnings Before Interest, Tax, Depreciation and Amortisation (“EBITDA”) before
G&A (general and administration expenses) by taking net profit before taxation and adding back (or deducting) financing expenses,
non-trading items, depreciation, amortisation and G&A. The Group also refers to this measure as Concept EBITDA before G&A.
The term Concept refers to the Group’s seven operating divisions comprising the New Zealand divisions (KFC, Pizza Hut, Starbucks
Coffee and Carl’s Jr.), KFC Australia and the two Hawaii divisions (Taco Bell and Pizza Hut). The term G&A represents non-store
related overheads.
2. EBIT before non-trading. Earnings before interest and taxation (“EBIT”) before non-trading is calculated by taking net profit before
taxation and adding back (or deducting) financing expenses and non-trading items.
3. Non-trading items. Non-trading items represent amounts the Group considers unrelated to the day to day operational performance
of the Group. Excluding non-trading items enables the Group to measure underlying trends of the business and monitor
performance on a consistent basis.
4. EBIT after non-trading items. The Group calculates EBIT after non-trading items by taking net profit before taxation and adding
back financing expenses.
5. Total NPAT excluding non-trading. Total Net Profit After Taxation (“NPAT”) excluding non-trading items is calculated by taking profit
after taxation attributable to shareholders and adding back (or deducting) non-trading items whilst also allowing for any tax impact
of those items.
6. Capital expenditure including intangibles. Capital expenditure including intangibles represents additions to property, plant and
equipment and intangible assets.
The Group believes that these non-GAAP measures provide useful information to readers to assist in the understanding of the
financial performance and position of the Group but that they should not be viewed in isolation, nor considered as a substitute for
measures reported in accordance with IFRS. Non-GAAP measures as reported by the Group may not be comparable to similarly titled
amounts reported by other companies.
The following is a reconciliation between these non-GAAP measures and net profit after taxation:
$NZ000’s Note* 20192018
EBITDA before G&A1129, 247 122,623
Depreciation(30 ,16 3)(28,683)
Loss on sale of property, plant and equipment (included in depreciation)(146)23
Amortisation (included in cost of sales)( 3 ,112 )(3,233)
General and administration costs – area managers, general managers and support centre(30,597)(27,548)
EBIT before non-trading
265,229 6 3 ,18 2
Non-trading items **
3(8,997)(5,429)
EBIT after non-trading items
456,232 57,753
Financing costs(6,797 )(5,604)
Net profit before taxation 49,435 52 ,14 9
Taxation expense(13,694)(16,683)
Net profit after taxation35,741 35,466
Add back non-trading items8,997 5,429
Taxation expense on non-trading items(2,557)(48)
Net profit after taxation excluding non-trading items
542 ,181 40,847
*
Refers to the list of non-GAAP measures as listed above.
**
Refer to Note 2 of the financial statements for an analysis of non-trading items.
Annual Report 201949
Restaurant Brands New Zealand Limited48
The Directors of Restaurant Brands New Zealand Limited (Restaurant Brands)
are pleased to present the financial statements for Restaurant Brands and its
subsidiaries (together the Group) for the 52 week period ended 25 February
2019 contained on pages 50 to 81.
Financial statements for each financial year fairly present the financial position of the Group and its financial performance and cash
flows for that period and have been prepared using appropriate accounting policies, consistently applied and supported by reasonable
judgments and estimates and all relevant financial reporting and accounting standards have been followed.
Proper accounting records have been kept that enable, with reasonable accuracy, the determination of the financial position of the
Group and facilitate compliance of the financial statements with the Financial Markets Conduct Act 2013.
Adequate steps have been taken to safeguard the assets of the Group to prevent and detect fraud and other irregularities.
The Directors hereby approve and authorise for issue the financial statements for the 52 week period ended 25 February 2019.
For and on behalf of the Board:
E K van Arkel
Chairman
16 April 2019
H W Stevens
Director
Directors’ statement
49
Consolidated statement of comprehensive income
50
Consolidated statement of changes in equity
51
Consolidated statement of financial position
52
Consolidated statement of cash flows
53
Basis of preparation
55
Notes to and forming part of the financial statements
56
Restaurant Brands is pleased to present its
financial statements.
Note disclosures are grouped into five sections
which the Directors consider most relevant
when evaluating the financial performance
of Restaurant Brands.
Section Note Reference
Performance 1-5
Funding and equity 6-9
Working capital 10-13
Long term assets 14-15
Other notes 16-28
Financial
statements
2019
Significant accounting policies which
are relevant to an understanding of the
financial statements and summarise the
measurement basis used are provided
throughout the notes and are denoted by
the highlighted text surrounding them.
Directors’ statement
for the 52 week period ended 25 February 2019
Contents Page
Restaurant Brands New Zealand Limited
Annual Report 2019
50
51
Consolidated statement of comprehensive income
for the 52 week period ended 25 February 2019
Consolidated statement of changes in equity
for the 52 week period ended 25 February 2019
$NZ000’s Note 20192018
Store sales revenue1794,046 740,7 76
Other revenue
130,869 25 , 513
Total operating revenue824,915 766,289
Cost of goods sold(675,697)(628 ,169)
Gross profit149, 218 138,120
Distribution expenses(3,629)(2,895)
Marketing expenses(44,542)(40,095)
General and administration expenses(35,818)(31,948)
EBIT before non-trading items65,229 6 3 ,182
Non-trading items
2(8,997)(5,429)
Earnings before interest and taxation (EBIT)
156,232 57,753
Financing expenses
6(6,797)(5,604)
Profit before taxation49,435 52,149
Taxation expense
16(13,694)(16,683)
Profit after taxation attributable to shareholders35,741 35,466
Other comprehensive income:
Exchange differences on translating foreign operations4 ,18 9 (3,538)
Share option reserve(34)34
Derivative hedging reserve(836)1,651
Income tax relating to components of other comprehensive income182 (303)
Other comprehensive income for the full year, net of tax3,501 (2,156 )
Total comprehensive income for the full year attributable to shareholders39,242 33,310
Basic earnings per share from total operations (cents)
428.77 28.83
Diluted earnings per share from total operations (cents)
428.77 28.83
The accompanying accounting policies and notes form an integral part of the financial statements.
$NZ000’s Note
Share
capital
Share
option
reserve
Foreign
currency
translation
reserve
Derivative
hedging
reserve
Retained
earningsTotal
For the 52 week period ended 26 February 2018
Balance at the beginning of the period143,386 – (2,522)(1,174)52,369 192,059
Comprehensive income
Profit after taxation attributable to shareholders– – – – 35,466 35,466
Other comprehensive income
Movement in share option reserve – 34 – – – 34
Movement in foreign currency translation reserve – – (3,538)– – (3,538)
Movement in derivative hedging reserve – – – 1,348 – 1,348
Total other comprehensive income – 34 (3,538) 1,348 – (2,156)
Total comprehensive income– 34 (3,538)1,348 35,466 33,310
Transactions with owners
Shares issued5 ,16 8 – – – – 5 ,16 8
Shares issued costs(63)– – – – (63)
Net dividends distributed
5– – – – (28,866)(28,866)
Total transactions with owners5 ,10 5 – – – (28,866)(23,761)
Balance at the end of the period
9148,491 34 (6,060)174 58,969 201,608
For the 52 week period ended 25 February 2019
Balance at the beginning of the period148,491 34 (6,060)174 58,969 201,608
Comprehensive income
Profit after taxation attributable to shareholders– – – – 35 ,741 35,741
Other comprehensive income
Movement in share option reserve – (34)– – – (34)
Movement in foreign currency translation reserve – – 4 ,189 – – 4 ,18 9
Movement in derivative hedging reserve – – – (654) – (654)
Total other comprehensive income – (34)4 ,18 9 (654)– 3,501
Total comprehensive income – (34)4 ,18 9 (654)35,741 39,242
Transactions with owners
Shares issued6 ,132 – – – – 6 ,132
Share issue costs(58)– – – – (58)
Net dividends distributed
5– – – – (22,254)(22,254)
Total transactions with owners6,074 – – – (22,254)(16 ,18 0 )
Balance at the end of the period
9154,565 – (1,871)(480) 72,456 224,670
The accompanying accounting policies and notes form an integral part of the financial statements.
Restaurant Brands New Zealand Limited
Annual Report 2019
52
53
Consolidated statement of financial position
as at 25 February 2019
Consolidated statement of cash flows
for the 52 week period ended 25 February 2019
$NZ000’s Note 20192018
Non-current assets
Property, plant and equipment
14153,400 15 7, 211
Intangible assets
15249,093 246,257
Deferred tax asset
1616,304 14, 955
Derivative financial instruments
7339 538
Total non-current assets419,136 418 , 961
Current assets
Inventories
1010,226 12,634
Trade and other receivables
1112 ,10 9 8,819
Income tax receivable2,734 –
Cash and cash equivalents
1215,034 10 ,14 0
Assets classified as held for sale1,038 2,396
Total current assets41,141 33,989
Total assets460,277 452,950
Equity attributable to shareholders
Share capital
9154,565 14 8 ,491
Reserves
9(2,351)(5,852)
Retained earnings72,456 58,969
Total equity attributable to shareholders224,670 201,608
Non-current liabilities
Provision for employee entitlements
17782 813
Deferred income
187, 852 8,876
Loans
6145,491 166, 815
Derivative financial instruments
7 1,10 0 510
Total non-current liabilities155, 225 17 7,014
Current liabilities
Loans
6362 –
Income tax payable4,275 4 ,16 7
Creditors and accruals
1373,386 67,548
Provision for employee entitlements
171,567 1,683
Deferred income
18792 930
Total current liabilities80,382 74,328
Total liabilities235,607 251,342
Total equity and liabilities460,277 452,950
The accompanying accounting policies and notes form an integral part of the financial statements.
$NZ000’s Note 20192018
Cash flows from operating activities
Cash was provided by/(applied to):
Receipts from customers825,540 763,573
Payments to suppliers and employees(731,317 )(674,371)
Interest paid (6,801)(5,625)
Payment of income tax(16 ,15 9)(15, 809)
Net cash from operating activities71,263 67,768
Cash flows from investing activities
Cash was (applied to)/provided by:
Acquisition of business – (147, 502)
Payment for intangibles(3,820)(4,772)
Purchase of property, plant and equipment( 3 3 ,114 )(26,353)
Proceeds from disposal of property, plant and equipment10,159 4,064
Landlord contributions received46 1,222
Net cash used in investing activities(26,729)(17 3 , 341)
Cash flows from financing activities
Cash was provided by/(applied to):
Proceeds from non-current loans336,535 4 51,716
Repayment of non-current loans(358,487)(387,024)
Dividends paid to shareholders(17,70 0)(23,700)
Share issue costs(58)(63)
Net cash (used in)/from financing activities(39,710)40,929
Net increase/(decrease) in cash and cash equivalents4,824 (64,644)
Cash and cash equivalents at beginning of the period10 ,14 0 70,390
Opening cash balances acquired on acquisition– 4,621
Foreign exchange movements70 (227)
Cash and cash equivalents at the end of the period15,034 10 ,14 0
Cash and cash equivalents comprise:
Cash on hand
12446 513
Cash at bank
1214,588 9,627
15,034 10 ,14 0
The accompanying accounting policies and notes form an integral part of the financial statements.
Restaurant Brands New Zealand Limited
Annual Report 2019
54
55
Consolidated statement of cash flows (continued)
for the 52 week period ended 25 February 2019
$NZ000’s 20192018
Reconciliation of profit after taxation with net cash from operating activities
Total profit after taxation attributable to shareholders35,741 35,466
Add items classified as investing/financing activities:
Gain on disposal of property, plant and equipment(2,946)(648)
FX gain on investing– (873)
(2,946)(1,521)
Add/(less) non-cash items:
Depreciation30,309 29,599
Share option amortisation258 –
Increase/(decrease) in provisions90 (797)
Amortisation of intangible assets5 ,147 5 ,14 4
Impairment on property, plant and equipment3,290 (60)
Impairment of goodwill– 1,217
Net increase in deferred tax asset(1,432)(394)
37,662 34,709
Add/(less) movement in working capital:
Decrease/(increase) in inventories1,732 (3,864)
Increase in trade and other receivables(3,540)(4,309)
Increase in trade creditors and other payables3,601 5,723
(Decrease)/increase in income tax payable(987)1,564
806 (886)
Net cash from operating activities71,263 67,768
Reconciliation of movement in term loans
Opening balance166,815 46,482
Net cash flow from financing activities(21,952)64,692
Acquisitions– 58,890
Foreign exchange movement990 (3,249)
Closing balance145, 853 166, 815
The accompanying accounting policies and notes form an integral part of the financial statements.
1. Reporting entity
The reporting entity is the consolidated group (the “Group”) comprising the economic entity Restaurant Brands New Zealand Limited
(the “Company”) and its subsidiaries. Restaurant Brands New Zealand is a limited liability company incorporated and domiciled in
New Zealand. The principal activity of the Group is the operation of quick service and takeaway restaurant concepts in New Zealand,
Australia, Hawaii, Saipan and Guam.
Restaurant Brands New Zealand Limited is registered under the Companies Act 1993 and is an FMC reporting entity under Part 7
of the Financial Markets Conduct Act 2013. The address of its registered office is Level 3, Building 7, Central Park, 666 Great South
Road, Penrose, Auckland.
The Company is listed on the New Zealand Stock Exchange (“NZX”) and the Australian Securities Exchange (“ASX”) and is an issuer
in terms of the Financial Reporting Act 2013. The Group is designated as a for-profit entity for financial reporting purposes.
Subsidiaries of the Company are as follows:
NameNature
Restaurant Brands LimitedRestaurant operating
Restaurant Brands Australia Pty LimitedRestaurant operating
QSR Pty LimitedRestaurant operating
Taco Aloha Inc.Restaurant operating
Hawaii Pizza Hut Inc.Restaurant operating
Pizza Hut of Guam, Inc.Restaurant operating
Pizza Hut of Saipan, Inc.Restaurant operating
TB Guam Inc.Restaurant operating
Restaurant Brands Hawaii LimitedInvestment holding
Pacific Island Restaurants Inc.Investment holding
TD Food Group Inc.Investment holding
RB Holdings LimitedInvestment holding
RBP Holdings LimitedInvestment holding
RBDNZ Holdings LimitedInvestment holding
RBN Holdings LimitedInvestment holding
Restaurant Brands Australia Holdings Pty LimitedInvestment holding
Restaurant Brands Properties LimitedProperty holding
Restaurant Brands Nominees LimitedEmployee share option plan trustee
Restaurant Brands Pizza LimitedNon-trading
2. Basis of preparation
The financial statements of the Group have been prepared in accordance with:
• New Zealand Generally Accepted Accounting Practice (“NZ GAAP”)
• Part 7 of the Financial Markets Conduct Act 2013
• NZX Main Board Listing Rules
They comply with New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”), NZ IFRIC interpretations, and
other applicable Financial Reporting Standards, as appropriate for a for-profit entity. The financial statements comply with International
Financial Reporting Standards (“IFRS”) as issued by the IASB.
The measurement basis adopted in the preparation of these financial statements is historical cost, modified by the revaluation of
certain investments and financial instruments as identified in the accompanying notes. The financial statements are presented in
New Zealand dollars, rounded where necessary to the nearest thousand dollars. The Group divides its financial year into 13 four-week
periods. The 2019 full year results are for 52 weeks (2018: 52 weeks).
The principal accounting policies applied in the preparation of these financial statements are set out in the accompanying notes where an
accounting policy choice is provided by NZ IFRS, is new or has changed, is specific to the Group’s operations or is significant or material.
These policies have been consistently applied to all the years presented, unless otherwise stated.
To ensure consistency with the current period, comparative figures have been restated where appropriate.
These audited consolidated financial statements were authorised for issue on 16 April 2019 by the Board of Directors who do not
have the power to amend after issue.
Basis of preparation
for the 52 week period ended 25 February 2019
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 25 February 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
56
57
Restaurant Brands New Zealand Limited56
Notes to and
forming part of
the financial
statements
2019
PERFORMANCE
1. Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers.
The Group is split into three geographically distinct operating divisions; New Zealand, Australia, and Hawaii. The chief operating
decision makers, responsible for allocating resources and assessing performance of the operating segments, has been identified as
the Group Chief Executive Officer (Group CEO) and Group Chief Financial Officer (Group CFO). The chief operating decision makers
consider the performance of the business from a geographic perspective, being New Zealand, Australia and Hawaii (including Guam
and Saipan) while the performance of the corporate support function is assessed separately.
The Group is therefore organised into three operating segments, depicting the three geographic regions the Group operates in
and the corporate support function located in New Zealand. All segments operate quick service and takeaway restaurant concepts.
All operating revenue is from external customers.
The Group evaluates performance and allocates resources to its operating segments on the basis of segment assets, segment
revenues, concept EBITDA before general and administration expenses and EBIT before non-trading items. EBITDA refers to earnings
before interest, taxation, depreciation and amortisation. EBIT refers to earnings before interest and taxation. Operating revenue is
from external customers.
Segment assets include items directly attributable to the segment (i.e. property, plant and equipment, intangible assets and inventories).
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets
other than goodwill. The Group has not disclosed segment liabilities as the chief operating decision makers evaluate performance and
allocate resources purely on the basis of aggregated Group liabilities.
2019
$NZ000’s New ZealandAustraliaHawaii
Corporate
support
functionTotal
Business segments
Store sales revenue419,7 7 0 191,547 182,729 – 794,046
Other revenue30,556 – 313 – 30,869
Total operating revenue 450,326 191,547 183,042 – 824,915
EBITDA before general and
administration expenses76,434 29,064 23,749 – 129, 247
General and administration expenses(12,683)(6,905)(8,839)(2,17 0 )(30,597)
EBITDA after general and
administration expenses63,751 22,159 14,910 (2 ,170 )98,650
Depreciation(16,567)(7,679)(6,045)(18)(30,309)
Amortisation (included in cost of sales)(1,846)(444)(822) – ( 3 ,112 )
Segment result (EBIT) before non-trading items45,338 14,036 8,043 (2 ,18 8 )65,229
Other non-trading items(8,997)
Operating profit (EBIT) after non-trading items56,232
Current assets20,464 7,340 13, 337 – 41,141
Non-current assets110,637 145,620 162,879 – 419,136
Total assets131,101 152 ,960 176, 216 – 460,277
Capital expenditure including intangibles18,295 12, 263 6,880 – 37, 4 38
Notes to and forming part of the financial statements
for the 52 week period ended 25 February 2019
Performance
1. Segmental reporting 57
2. Non-trading items 59
3. Revenue and expenses 60
4. Earnings per share 61
5. Dividend distributions 61
Funding and equity
6. Loans 61
7. Derivatives and hedge accounting 63
8. Financial risk management 64
9. Equity and reserves 66
Working capital
10. Inventories 67
11. Trade and other receivables 67
12. Cash and cash equivalents 67
13. Creditors and accruals 68
Long term assets
14. Property, plant and equipment 69
15. Intangibles 71
Other notes
16. Taxation 73
17. Provision for employee entitlements 75
18. Deferred income 75
19. Leases 76
20. Related party transactions 76
21. Commitments 77
22. Contingent liabilities 78
23. Subsequent events 78
24. New standards and interpretations 78
25. Fees paid to auditor 78
26. Donations 78
27. Deed of Cross Guarantee 79
28. NZ IFRS 16: Leases 81
(mandatory from 26 February 2019)
Note Page
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 25 February 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
58
59
2018
$NZ000’s New ZealandAustraliaHawaii
Corporate
support
functionTotal
Business segments
Store sales revenue421,448 151, 8 4 4 16 7,484 – 740,776
Other revenue25,325 – 188 – 25, 513
Total operating revenue 446,773 151, 84 4 167,672 – 766,289
EBITDA before general and
administration expenses76,496 22,026 24 ,101 – 122,623
General and administration expenses(12,800)(5,346)(7,762)(1,640)(27, 548)
EBITDA after general and
administration expenses63,696 16,680 16,339 (1,640)95,075
Depreciation(16,152)(6,562)(5,946) – (28,660)
Amortisation (included in cost of sales)(2,182)(333)( 718) – (3,233)
Segment result (EBIT) before non-trading items45,362 9,785 9,675 (1,640)6 3 ,18 2
Other non-trading items(5,429)
Operating profit (EBIT) after non-trading items57,753
Current assets19,14 0 7,37 7 7,500 – 34,017
Non-current assets115 , 5 52 148,063 154,808 – 418,423
Total assets134,692 155,440 162,308 – 452,440
Capital expenditure including intangibles19,90 7 5 ,198 6,298 – 31,403
1.1 Reconciliation between EBIT after non-trading items and net profit after tax
$NZ000’s 20192018
EBIT after non-trading items56,232 57,753
Financing costs(6,797)(5,604)
Net profit before taxation49,435 52,149
Taxation expense(13,694)(16,683)
Net profit after taxation35,741 35,466
Add back non-trading items8,997 5,429
Taxation expense on non-trading items(2,557)(48)
Net profit after taxation excluding non-trading items42 ,181 40,847
2. Non-trading items
$NZ000’s 20192018
Non-trading items
Gain on sale of stores
Net sale proceeds1,848 588
Property, plant and equipment disposed of – (95)
1,848 493
Amortisation of franchise rights acquired on acquisition of QSR Pty Limited (QSR)
and Pacific Island Restaurants Inc. (PIR)(2,035)(1,911)
Acquisition costs(345)(1,598)
Store closure costs–(325)
ASX listing-related costs–(608)
FEC Exchange gains–873
Gain on the sale of Starbucks Coffee1,18 6 –
Relocation and refurbishment(1,021)–
Hawaii workers compensation(1,625)–
Leave remediation(3,466)(674)
Impairment of assets(3,539)(879)
Impairment of goodwill–(1,217 )
Gain on store sale and leaseback–417
Total non-trading items(8,997)(5,429)
Acquisition costs comprise the following:
PIR acquisition costs–(334)
Other acquisition costs(345)(1,264)
Total acquisition costs(345)(1,598)
Leave remediation
Included in non-trading items above is a $3.5 million (2018: $0.7 million) expense relating to leave remediation. The Group identified
a payroll calculation discrepancy in regards to entitlements under the Holidays Act 2003 which, over time, have resulted in staff
receiving incorrect payments. The specific areas that require remediation date back to 2012, and primarily relate to the payment
rates for annual leave. This amount represents an estimated provision required for periods prior to the 2018 financial year.
The $0.4 million provision related to 2018 has been included as part of operating costs in 2018. This has resulted in the
reclassification of $0.7 million of costs from cost of goods sold to non-trading items within the 2018 consolidated statement of
comprehensive income. The reclassification has been performed to ensure EBIT before non-trading items profit measure is directly
comparable between periods.
Impairment of assets
During the period the Group impaired the carrying value of certain fixed assets within the Carl’s Jr. brand, refer Note 14.
Gain on the sale of Starbucks Coffee
During October 2018 the Group sold the Starbucks Coffee business in New Zealand for $4.4 million (including stock). The net gain on
the sale was $1.2 million.
The Group seeks to present a measure of comparable underlying performance on a consistent basis. In order to do so, the Group
separately discloses items considered to be unrelated to the day to day operational performance of the Group. Such items are classified
as non-trading items and are separately disclosed in the statement of comprehensive income and notes to the financial statements.
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 25 February 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
60
61
3. Revenue and expenses
Operating revenue
Store sales revenue
Revenue from store sales of goods is measured at the fair value of the consideration received, net of returns, discounts and excluding
GST. Retail sales of goods are recognised at point of sale.
Other revenue
Other revenue represents sales of goods and services to independent franchisees. Services revenue is recognised at the point in time
in which the services are rendered, by reference to completion of the specific transaction assessed on the basis of the service provided
as a proportion of the total services to be provided. Sales of goods are measured and recognised on a consistent basis with store sales
revenue as noted above. Previously the Group netted freight charges relating to franchisees as an off-set with the cost recovery from the
franchisee. This is now included in other income with the costs included in cost of sales.
Also included in other revenue is revenue related to the sale of new stores developed and constructed under contract to franchisees.
Under the terms of the contracts, the Group is contractually restricted from redirecting the properties to another customer and has
an enforceable right to payment for work done. Revenue from construction of stores is therefore recognised over time on a cost-to-
cost method, i.e. based on the portion of the contracted costs incurred for work performed to date relative to the estimated total cost.
Previously the Group recognised the revenue from new store development sales at the point the ownership of the store is formally
transferred to the franchisee.
The Group has adopted NZ IFRS 15 Revenue from contracts with customers from 27 February 2018. The Group has used the
modified retrospective method of adoption. No significant changes in the cumulative impact of the adoption were identified hence
no adjustment to retained earnings at the date of implementation of the standard. The table below reflects the changes in the 2019
accounts resulting from adoption.
$NZ000’s
Income statement As reported under NZ IFRS 15AdjustmentBalance under prior NZ IFRS
Store sales revenue794,046 – 794,046
Other revenue30,869 (1,274)29,595
824,915 (1, 274)823,6 41
Operating expenses
Royalties paid
$NZ000’s 20192018
Royalties paid47, 312 43,830
Royalties are recognised as an expense as revenue is earned.
Wages and salaries
$NZ000’s 20192018
Wages and salaries229,489 211, 3 2 7
(Decrease)/increase in liability for long service leave(147 )189
229,342 211, 516
Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly
within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’
services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
4. Earnings per share
20192018
Basic earnings per share
Profit after taxation attributable to the shareholders ($NZ000's)35,741 35,466
Weighted average number of shares on issue (000's)124, 230 123,032
Basic earnings per share (cents)28.77 28.83
Diluted earnings per share
Profit after taxation attributable to the shareholders ($NZ000's)35,741 35,466
Weighted average number of shares on issue (000's)124, 230 123,032
Diluted earnings per share (cents) 28.77 28.83
Basic earning per share (EPS) is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the period. Diluted EPS reflects any commitments the Company has
to issue shares in the future that would decrease EPS.
5. Dividend distributions
$NZ000’s 20192018
Final dividend of 18.0 cents per share paid for the 52 week period ended
26 February 2018 (2017: 13.5 cents per share) 22,254 16,584
There was no interim dividend paid for the 52 week period ended
25 February 2019 (2018: 10.0 cents per share) – 12, 282
22,254 28,866
FUNDING AND EQUITY
6. Loans
$NZ000’s 20192018
Secured bank loans denominated in:
NZD12, 200 28,750
AUD77, 921 85,755
USD55,732 52,310
Secured bank loans145, 853 166, 815
A loan is classified as current if it is due for repayment within 12 months of the Group’s year end.
Current362 –
Term145,491 166, 815
Secured bank loans145, 853 166, 815
Facilities
On 12 October 2017 the existing Westpac bank loan facility was renewed on similar terms for a further three years, expiring on
12 October 2020. The total loan facility with Westpac bank is $125 million.
On 12 October 2017 a new loan facility agreement for $A50 million was entered into with MUFG Bank, Ltd, for a term of three years,
expiring on 12 October 2020.
On 7 March 2017 as part of the acquisition of Pacific Island Restaurants Inc. the Group acquired a loan facility with First Hawaiian
Bank. The facility is currently $US51.2 million of which $US13 million expires on 1 August 2019, $US0.3 million expires on 1 February
2020 with the remainder expiring 16 December 2023.
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 25 February 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
62
63
Interest rate swaps
The table below summarised the Group’s current interest rate swaps. The effective interest rate is inclusive of the swap margin.
Date enteredFace valueMaturity dateEffective interest rate
Swap fair value
($NZ000’s)
16 April 2014$NZ5 million16 April 20195.6%19
22 January 2017$NZ10 million28 January 20224.0%318
25 January 2017$A15 million25 January 20223.4%331
14 November 2017$A20 million14 November 20223.2%432
22 May 2017$US10 million1 June 20223.8%(178)
29 June 2017$US10 million1 July 20223.8%(161)
Tot al761
Security
As security over the AUD and NZD loans, the bank holds a negative pledge deed between Restaurant Brands New Zealand Limited
and all its Australasian subsidiary companies. The negative pledge deed includes all obligations and cross guarantees between the
guaranteeing subsidiaries.
As security over the USD debt facility, the bank holds guarantees and security over the Hawaii business.
The Group is subject to a number of externally imposed bank covenants as part of the terms of its secured bank loan facilities.
The most significant covenants relating directly to capital management are the ratio of total debt to earnings before interest, tax and
amortisation (EBITA) and restrictions relating to acquiring its own shares.
The specific covenants relating to financial ratios the Group is required to meet are:
• debt coverage ratio (i.e. net borrowings to EBITA), and
• debt coverage ratio (i.e. net borrowings to EBITDA), and
• interest cover ratio (i.e. EBITDA to interest), and
• fixed charges coverage ratio (i.e. EBITL to total fixed charges), with EBITL being EBIT before lease costs. Fixed charges comprise
interest and lease costs, and
• non-guaranteeing Group EBIT excluding Restaurant Brands Hawaii to consolidated EBIT.
The covenants are monitored and reported to the bank on a six monthly basis. These are reviewed by the Board on a monthly basis.
There have been no breaches of the covenants during the period (2018: no breaches).
The carrying value equates to fair value.
For more information about the Group’s exposure to interest rate and foreign currency risk see Note 8.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost;
any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss in the statement
of comprehensive income over the period of the borrowings using the effective interest method.
Financing costs
$NZ000’s 20192018
Financing expenses6,797 5,604
Financing costs comprise: interest payable on borrowings calculated using the effective interest rate method; interest received on funds
invested calculated using the effective interest rate method; foreign exchange gains and losses; gains and losses on certain financial
instruments that are recognised in profit or loss in the statement of comprehensive income; unwinding of the discount on provisions and
impairment losses on financial assets.
7. Derivatives and hedge accounting
$NZ000’s
2019
Liabilities/
(assets)
2018
Liabilities/
(assets)
Term
Fair value of interest rate swaps761 (28)
761 (28)
The above table shows the Group’s financial derivative holdings at period end.
There were no transfers between fair value levels during the period (2018: Nil). The fair values are classified as level two.
The fixed interest rates of the swaps used to hedge range between 2.02% and 4.69% (2018: 2.02% to 4.69%) and the variable rates
of the loans are between 0.78% and 1.75% above the applicable bank bill rates.
The Company has adopted NZ IFRS 9 from 27 February 2018. The standard addresses the classification, measurement and
derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for
financial assets.
The Company has used the full retrospective method of adoption. No changes from the classification and measurement for
financial assets were identified and the impact for changes to incorporate an expected credit method was not significant hence no
comparatives have been restated.
The Group’s risk management strategies and hedge documentation were updated to align with the requirements of NZ IFRS 9 from
27 February 2018, and these relationships are treated as continuing hedges. The Group’s current hedge relationships qualify as
continuing cash flow hedges upon the adoption of NZ IFRS 9. Under NZ IFRS 9 the hedged risk is designated as being changes in the
interest rate, with changes in the full fair value of the interest rate swaps being accounted for through other comprehensive income (to
the extent the hedge is effective). Accordingly, the Group does not have a significant impact on the accounting treatment for its hedging
relationships.
The new impairment model requires the recognition of impairment provisions based on expected credit losses (ECL) rather than only
incurred credit losses as was the case under NZ IAS 39. The standard applies to the Group in relation to financial assets classified
at amortised cost, being the Group’s trade and other receivables. Based on the Group’s assessment of historical provision rates and
forward-looking analysis, there is no material financial impact on the impairment provisions.
Financial assets
On adoption of NZ IFRS 9 from 27 February 2018, the Group classifies its financial assets as those to be measured at amortised cost
(loans, receivables and non-derivative financial instruments), and those to be measured subsequently at fair value either through OCI or
through profit or loss (derivative financial instruments).
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They
are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current
assets. The Group’s loans and receivables comprise trade receivables, other debtors and cash and cash equivalents in the statement of financial
position.
Financial assets that are stated at cost or amortised cost are reviewed individually at balance date to determine whether there is objective
evidence of impairment. Any impairment losses are recognised in profit or loss in the statement of comprehensive income.
Financial instruments
A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets
are derecognised when the Group’s contractual rights to the cash flows from the financial assets expire or when the Group transfers the
financial asset to another party without retaining control or substantially all risks and rewards of the asset. Regular way purchases and
sales of financial assets are accounted for at trade date, i.e. the date that the Group commits itself to purchase or sell the asset. Financial
liabilities are derecognised when the Group’s obligations specified in the contract expire or are discharged or cancelled.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade receivables and other debtors, which are initially recognised at fair value plus
transaction costs and subsequently measured at amortised cost, cash and cash equivalents, loans and borrowings (initially recognised at
fair value plus transaction costs and subsequently measured at amortised cost), and creditors and accruals which are initially recognised at
fair value and subsequently measured at amortised cost.
Derivative financial instruments
The Group has various derivative financial instruments to manage the exposures that arise due to movements in foreign currency
exchange rates and interest rates arising from operational, financing and investment activities. The Group does not hold derivative financial
instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for at fair value through profit
or loss. Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks
of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded
derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss.
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 25 February 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
64
65
Financial assets and financial liabilities by category
$NZ000’s 20192018
Loans and receivables
Trade receivables595 556
Other debtors6 ,19 3 4,461
Cash and cash equivalents15,034 10 ,14 0
21,822 15,157
Derivatives used for hedging
Derivative financial instruments – liabilities/(assets) 761 (28)
761 (28)
Financial liabilities at amortised cost
Loans145, 853 166, 815
Creditors and accruals (excluding indirect and other taxes and employee benefits)52,728 46,524
198,581 213, 339
8. Financial risk management
Exposure to credit, interest rate and foreign currency risks arises in the normal course of the Group’s business. Derivative financial
instruments may be used to hedge exposure to fluctuations in foreign currency exchange rates and interest rates.
(a) Foreign currency risk
The Group is exposed to foreign currency risk on purchases that are denominated in a currency other than the New Zealand dollar.
The currencies giving rise to this risk are primarily Australian dollars and US dollars.
The direct exposure to foreign currency risk is small and is primarily confined to raw material purchases, some items of capital
equipment and some franchise fee payments. Where any one item is significant, the Group will specifically hedge its exposure.
The Group has an indirect exposure to foreign currency risk on some of its locally sourced ingredients, where those ingredients in turn
have a high imported component. Where this is significant the Group contracts to a known purchase price with its domestic supplier
based on a forward cover position taken by that supplier on its imported components.
The Group has a foreign currency risk on its assets and liabilities that are denominated in Australian and US dollars as part of its
Australian and US investments.
(b) Interest rate risk
The Group’s main interest rate risk arises from bank loans. The Group analyses its interest rate exposure on a dynamic basis. Based on
a number of scenarios, the Group calculates the impact on profit or loss of a defined interest rate shift. Based on these scenarios the
maximum loss potential is assessed by management as to whether it is within acceptable limits.
Where necessary the Group hedges its exposure to changes in interest rates primarily through the use of interest rate swaps. There
are no minimum prescribed guidelines as to the level of hedging.
Note 7 discusses in detail the Group’s accounting treatment for derivative financial instruments.
As discussed in Note 6, the Group has an interest rate swap in place to fix the interest rate on $A35 million of Australian denominated
bank loans to 2022 (2018: $A35 million), $NZ5 million of New Zealand denominated bank loans to 2019, $NZ10 million to 2022
(2018: $NZ5 million to 2019 and $NZ10 million 2022) and $US20 million to 2022 (2018: $US20 million). The Group will continue to
monitor interest rate movements to ensure it maintains an appropriate mix of fixed and floating rate exposure within the Group’s policy.
(c) Liquidity risk
In respect of the Group’s cash balances, non-derivative financial liabilities and derivative financial liabilities the following table analyses
the amounts into relevant maturity groupings based on the remaining period at balance date to the contractual maturity date, along
with their effective interest rates at balance date. The amounts disclosed in the table are the contractual undiscounted cash flows.
$NZ000’s
Effective
interest rateTotal
12 months
or less
12 months
or more
2019
Cash on hand– 446 446 –
Cash at bank0.37%14,588 14,588 –
Bank term loan – principal4 . 51%(12,200)– (12, 20 0)
Bank term loan – principal3.19%( 77, 921)– ( 7 7,921)
Bank term loan – principal4 .13%(55,732)(362)(55,370)
Bank term loan – expected interest3.73%(16,810)(5,446)(11, 3 6 4 )
Derivative financial instruments – (761)( 761)–
Creditors and accruals (excluding indirect and other taxes
and employee benefits) – (52,728)(52,728)–
( 2 01,118 )(44,263)(156,855)
2018
Cash on hand – 513 513 –
Cash at bank0.73%9,627 9,627 –
Bank term loan – principal3.90%(28,750) – (28,750)
Bank term loan – principal2.93%(85,755)– (85,755)
Bank term loan – principal3.25%(52,310)– (52,310)
Bank term loan – expected interest3.27%(20,258)(5,458)(14,800)
Derivative financial instruments – 28 28 –
Creditors and accruals (excluding indirect and other taxes
and employee benefits)–(46,524)(46,524)–
(223,429)(41, 814)(181,615)
Prudent liquidity risk management implies the availability of funding through adequate amount of committed credit facilities.
The Group aims to maintain flexibility in funding by keeping committed credit lines available.
The Group has bank funding facilities, excluding overdraft facilities, of $252 million (2018: $253 million) available at variable rates.
The amount undrawn at balance date was $106 million (2018: $86 million).
The Group has fixed the interest rate on $NZ15 million of NZD bank loans, $A35 million of AUD bank loans and $US20 million of
USD bank loans with the balance at a floating interest rate. The bank loans are structured as a revolving wholesale advance facility
with portions of the facility renewing on a regular basis. This leads to the loans being sensitive to interest rate movement in 12 months
or less.
(d) Credit risk
Credit risk arises from cash deposits with banks and financial institutions and outstanding trade and other receivables.
No collateral is required in respect of financial assets. Management has a credit policy in place and the exposure to credit risk is
monitored on an ongoing basis. The nature of the business results in most sales being conducted on a cash basis that significantly
reduces the risk that the Group is exposed to. Reputable financial institutions are used for investing and cash handling purposes.
There were no financial assets neither past due nor impaired at balance date (2018: nil).
At balance date there were no significant concentrations of credit risk and the maximum exposure to credit risk is represented by the
carrying value of each financial asset in the statement of financial position.
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 25 February 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
66
67
(e) Fair values
The carrying values of bank loans and finance leases are the fair value of these liabilities. A Group set-off arrangement is in place
between certain bank accounts operated by the Group.
Sensitivity analysis
In managing interest rate and currency risks the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings.
Over the longer term, however, permanent changes in foreign exchange and interest rates on a weighted average balance will have an
impact on profit.
At 25 February 2019 it is estimated that a general increase of one percentage point in interest rates would decrease the Group profit
before income tax and equity by approximately $1.5 million (2018: $1.6 million). A one percentage point decrease in interest rates
would increase the Group profit before income tax and equity by approximately $1.5 million (2018: $1.6 million).
A general increase of one percentage point in the value of the New Zealand dollar against other foreign currencies would have minimal
impact on the cost of the Group’s directly imported ingredients denominated in foreign currencies.
Capital risk management
The Group’s capital comprises share capital, reserves, retained earnings and debt.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue to operate as a going concern, to
maintain an optimal capital structure commensurate with risk and return and reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares or sell assets to reduce debt or draw down more debt.
9. Equity and reserves
Share capital
2019
number
2019
$NZ000’s
2018
number
2018
$NZ000’s
Balance at beginning of year123,629,343 148,491 122, 8 4 3 ,191 14 3, 386
Share issue costs –(58)– (63)
Shares issued November 2017– – 7 86 ,152 5 ,16 8
Shares issued June 2018751,18 0 5, 8 41 – –
Shares issued December 2018378,000 291 – –
Balance at end of year124,758,523 154,565 123,629,343 14 8 ,491
The issued and authorised capital of the Company represents ordinary fully paid up shares. The par value is nil (2018: nil). All issued
shares carry equal rights in respect of voting and the receipt of dividends, and upon winding up rank equally with regard to the
Company’s residual assets.
The shares issued in November 2017 and June 2018 were in relation to the company’s dividend reinvestment plan.
The shares issued in December 2018 were in relation to shares issued to the Group CEO and Group CFO under the Performance
Rights Plan upon the vesting criteria being satisfied.
Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.
Foreign currency translation reserve
The foreign currency translation reserve comprises all exchange rate differences arising from translating the financial statements of
the foreign currency operations.
Derivative hedging reserve
The derivative hedging reserve represents the fair value of outstanding derivatives.
WORKING CAPITAL
10. Inventories
$NZ000’s 20192018
Raw materials and consumables10,226 12,634
Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price less the estimated
costs of marketing, selling and distribution. The cost of inventories is based on the first-in first-out method and includes expenditure incurred
in acquiring the inventories and bringing them to their existing condition and location. The cost of inventories consumed is recognised as an
expense and included in cost of goods sold in profit or loss in the statement of comprehensive income.
11. Trade and other receivables
$NZ000’s 20192018
Trade receivables595 556
Prepayments5,321 3,802
Other debtors6 ,19 3 4,461
12 ,10 9 8,819
The carrying amount of the Group’s trade and other receivables are denominated in the following currencies:
NZD7,6 0 9 5,066
AUD1,114 1, 011
USD3,386 2,742
12 ,10 9 6,077
The Group’s exposure to credit risk is minimal as the Group’s primary source of revenue is from sales made on a cash basis.
The carrying value of trade and other receivables approximates fair value.
Receivables are initially recognised at fair value. They are subsequently adjusted for impairment losses. Discounting is not applied to
receivables where collection is expected to occur within the next twelve months.
12. Cash and cash equivalents
$NZ000’s 20192018
Cash on hand446 513
Cash at bank14,588 9,627
15,034 10 ,14 0
The carrying amount of the Group’s cash and cash equivalents are denominated in the following currencies:
NZD3,053 953
AUD5,619 5,767
USD6,362 3,420
15,034 10 ,14 0
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 25 February 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
68
69
13. Creditors and accruals
$NZ000’s 20192018
Trade creditors2 5 ,711 28,873
Other creditors and accruals27,017 17,651
Employee benefits14,799 14,76 7
Indirect and other taxes5,859 6,257
73,386 67,548
The carrying amount of the Group’s creditors and accruals are denominated in the following currencies:
NZD44,570 43,353
AUD15,674 13,999
USD13 ,142 10 ,196
73,386 67,548
The carrying value of creditors and accruals approximates fair value.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
LONG TERM ASSETS
14. Property, plant and equipment
$NZ000’s Land
Leasehold
improvements
Plant,
equipment
and fittings
Motor
vehicles
Leased
plant and
equipment
Capital
work in
progressTotal
Cost
Balance as at 27 February 20173,038 16 4 ,125 81,620 1,535 258 1,813 252,389
Additions – 5,461 3,834 384 – 16,905 26,584
Acquisition of business– 28,702 12,580 42 – – 41, 324
Transfers from work in progress– 7,07 7 7,263 226 – (14, 566)–
Disposals(2,380)(2,456)(3,297)(283)– –(8 ,416 )
Movement in exchange rates– (898)(459)– – (25)(1,382)
Balance as at 26 February 2018658 202,011 101, 5 41 1,904 258 4 ,127 310,499
Additions – 4,239 4,374 249 –24,756 33,618
Transfers from work in progress– 12,7 7 3 6 ,165 303 –(19, 241)–
Disposals – (12,669)(9,735)(516)(62)–(22,982)
Reclassification– 812 (783)(35)–6 –
Movement in exchange rates– 1 325 (23)–(19)284
Balance as at 25 February 2019658 2 0 7,167 101,887 1,882 196 9,629 321, 419
Accumulated depreciation
Balance as at 27 February 2017 – (76,703)(48,621)( 711)(258) – (126, 293)
Charge – (16,688)(12, 56 7 )(344) – – (29,599)
Disposals – 1,365 2,092 215 – – 3,672
Movement in exchange rates – 92 75 1 – – 168
Balance as at 26 February 2018 – (91,934)(59,021)(839)(258) – (152,052)
Charge – (18 , 8 41)(10,920)(361) - – (30 ,122)
Disposals – 10,296 7,830 331 62 – 18 , 519
Reclassification–377 (377)– – ––
Movement in exchange rates – 179 (136)5 – – 48
Balance as at 25 February 2019 – (99,923)(62,624)(864)(196) – (163,607)
Impairment provision
Balance as at 27 February 2017 – (1,546)(171) – – – (1,717 )
Charge – 8 41 98 – – – 939
Utilised/disposed – (430)(28) – – – (458)
Balance as at 26 February 2018 – (1,135 )(101) – – – (1,236)
Charge – (2,991)(334) – – – (3,325)
Utilised/disposed – 133 16 – – – 149
Balance as at 25 February 2019 – (3,993)(419) – – – (4 , 412)
Carrying amounts
Balance as at 27 February 20173,038 85,876 32,828 824 – 1, 813 124, 37 9
Balance as at 26 February 2018658 108,942 42,419 1,065 – 4 ,12 7 15 7, 211
Balance as at 25 February 2019658 103, 251 38,844 1,018 – 9,629 153,400
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 25 February 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
70
71
Depreciation expense
$NZ000’s 20192018
Depreciation expense3 0 ,16 3 28,683
Sale of property, plant and equipment
$NZ000’s 20192018
Net (loss)/gain on disposal of property, plant and equipment (included in depreciation expense)(146)23
Net gain on disposal of property, plant and equipment (included in non-trading costs)3,092 671
Property, plant and equipment is measured at cost less accumulated depreciation and impairment losses.
Depreciation is calculated on a straight line basis to allocate the cost of an asset, less any residual value, over its estimated useful life. Leased
assets are depreciated over the shorter of the lease term and their useful lives. The estimated useful lives of fixed assets are as follows:
Leasehold improvements 5 – 20 years
Plant and equipment 3 – 12.5 years
Motor vehicles 4 years
Furniture and fittings 3 – 10 years
Computer equipment 3 – 5 years
Depreciation methods, useful lives and residual values are reassessed at the reporting date.
Depreciation expense is included in profit or loss in the statement of comprehensive income.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss in the
statement of comprehensive incom.
Significant judgments and estimates – impairment testing
Impairment testing is an area where estimates and judgments have a significant risk of causing a material adjustment to the
carrying amount of the Group’s tangible asset balances. Estimates of future cash flows are highly subjective judgements and can be
significantly impacted by changes in the business or economic conditions.
A review of term assets (primarily PP&E and allocated intangible assets subject to amortisation) is performed semi-annually for
impairment, or whenever events or changes in circumstances indicate that the carrying amount of a restaurant assets may not be
recoverable. We evaluate recoverability based on the restaurant’s forecasted discounted cash flows, which incorporate estimated sales
growth and margin improvement based upon current plans for the store and actual results at comparable restaurants. For restaurant
assets that are deemed to not be recoverable, the restaurant assets are impaired to the estimated fair value.
Key assumptions in the determination of fair value are:
• the estimate of future cash flows of the restaurant incorporating reasonable sales growth and margin improvement
• the discount rate incorporating the rates of return based on the risked and uncertainty inherent in the forecast cash flows
• the terminal year sales growth is calculated based on the 2021 year and assumes a continuous sales growth of a minimum of
projected inflation estimated at 2.5%.
Following a review of the Group’s tangible assets for signs of impairment, eight Carl’s Jr. stores were identified as having possible
impairments. Four stores have had their assets fully impaired. A discounted cash flow model was prepared for the remaining four
stores using the following assumptions.
Discount rate
2020-2022
%
Sales growth
2020-2022
%
EBITDA margin
2020-2022
%
EBITDA margin
terminal year
%
Key assumptions 201910.91.0 -3.51. 0 - 4 .12. 5 - 4 .1
The discount rate applied represents the weighted average post-tax cost of capital being an applicable rate for a standalone
restaurant within the New Zealand segment.
Impairment testing was done at concept level for 2018 (refer Note 15), this resulted in the full impairment of Carl’s Jr. goodwill and an
additional $0.7 million impairment of Carl’s Jr. tangible assets.
An impairment of $3.3 million (2018: $0.7 million) is included in non-trading items (refer Note 2) and as part of the impairment
provision within property, plant and equipment.
15. Intangibles
$NZ000’s Goodwill
Franchise
fees
Favourable
leases
Concept
development
costs
Software
costsTotal
Cost
Balance as at 27 February 201775,649 11,7 5 2 –1,422 8,233 97,056
Additions–2,446 – 693 1,680 4,819
Acquisition of business153,177 13, 849 4,297 ––171,323
Impairment(1,217 )––––(1,217 )
Disposals(290)(1,572)–(825)(189)(2,876)
Movement in exchange rates(5,275)(544)––(1)(5,820)
Balance as at 26 February 2018222,044 25,931 4,297 1,290 9,723 263,285
Additions–2,341 101 –1,378 3,820
Disposals–(2,072)––(262)(2,334)
Movement in exchange rates4,275 792 14 8 –(5) 5,210
Balance as at 25 February 2019226,319 26,992 4,546 1,290 10,834 269,981
Accumulated amortisation
Balance as at 27 February 2017(831)(5,992)– (1,113 )(4,759)(12,695)
Charge–(3,028)( 718)–(1,398)( 5 ,14 4)
Disposals–766 – 55 123 944
Movement in exchange rates–(133)–––(133)
Balance as at 26 February 2018(831)(8,387)(718)(1,058)(6,034)(17,028)
Charge–(2,676)(822)(99)(1, 551)( 5 ,14 8)
Disposals–1,073 ––264 1,337
Movement in exchange rates–(25)(26)–2 (49)
Balance as at 25 February 2019(831)(10,015)(1,566)(1,157 )( 7, 319)(20,888)
Impairment charges are recognised in non-trading in the statement of comprehensive income.
Carrying amounts
Balance as at 27 February 201774,818 5,760 –309 3,474 84,361
Balance as at 26 February 2018221,213 17,544 3,579 232 3,689 246,257
Balance as at 25 February 2019225,488 16,977 2,980 133 3, 515 249,093
Goodwill
Goodwill arises on the acquisition of subsidiaries and business combinations. Goodwill is measured at cost less accumulated impairment
losses. Goodwill is allocated to cash generating units and is tested annually for impairment. Where the Group disposes of an operation
within a cash generating unit, the goodwill associated with the operation disposed of is part of the gain or loss on disposal. Goodwill
disposed of in this manner is measured based on the relative values of the operation disposed of and the portion of the cash generating
unit retained.
Franchise costs
Franchise costs are those incurred in obtaining franchise rights or licences to operate quick service and take-away restaurant concepts.
They include for example, the initial fee paid to a system franchisor when a new store is opened. These are measured at cost less
accumulated amortisation and accumulated impairment costs. Amortisation is on a straight line basis over the life of the applicable
franchise or licence agreement.
Favourable leases
Favourable leases arise on acquisition of subsidiaries and business combinations. The terms of the lease were compared to market prices
at the date of acquisition, to determine whether an intangible asset or liability should be recognised. If the terms of an acquired contract
are favourable relative to market prices, an intangible asset is recognised. If the terms of the acquired contract are unfavourable relative to
market prices, a liability is recognised. This is then amortised over the length of the lease.
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 25 February 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
72
73
Concept development costs and fees
Concept development costs and fees include certain costs, other than the direct cost of obtaining the franchise, associated with the
establishment of quick service and takeaway restaurant concepts. These include, for example, professional fees and consulting costs
associated with the establishment of a new brand or business acquisition. These costs are capitalised where the concept is proven to
be commercially feasible and the related future economic benefits are expected to exceed those costs with reasonable certainty. These
are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a
straight line basis over the period which future economic benefits are reasonably expected to be derived.
Acquired software costs
Software costs have a finite useful life. Software costs are capitalised and amortised on a straight line basis over the estimated economic
life of 3-8 years.
Amortisation
Amortisation charge is recognised in cost of sales and non-trading items in the statement of comprehensive income.
$NZ000’s 20192018
Amortisation of intangibles5 ,14 8 5 ,14 4
Significant judgments and estimates – impairment testing
Impairment testing is an area where estimates and judgments have a significant risk of causing a material adjustment to the carrying
amount of the Group’s goodwill balances.
For the purpose of impairment testing, goodwill is allocated to the Group’s operating brands which represent the lowest level of
cash-generating unit within the Group at which the goodwill is monitored for internal management purposes.
$NZ000’s 20192018
KFC Australia94,365 97,341
KFC New Zealand3,818 3,818
Pizza Hut New Zealand9,224 9,224
Taco Bell and Pizza Hut Hawaii118 , 0 81 110 , 8 3 0
225,488 221,213
The recoverable amount of each cash-generating unit was based on its value in use.
Value in use was determined by discounting the future cash flows generated from the continuing use of the brand. Cash flows were
projected based on a three year strategic business plan as approved by the Board of Directors.
The key assumptions used for the value in use calculation are as follows:
2019
Sales growth
2020-2022
%
2019
EBITDA margin
2020-2022
%
2019
EBITDA margin
terminal year
%
2018
Sales growth
2019-2021
%
2018
EBITDA margin
2019-2021
%
2018
EBITDA margin
terminal year
%Brand
KFC New Zealand4.020.2 – 20.520.53.0 – 3.520.0 – 20.720.0
Pizza Hut New Zealand 3.79.0 – 10.610.63.0 – 3.59.4 – 10.512. 5
KFC Australia3.415. 2 – 15.715.74.0 – 4.515.716.0
Taco Bell and Pizza Hut Hawaii0.4 – 5.06.0 – 19.79.0 - 19.73.0 – 5.06.8 – 20.010.5 – 20.0
The terminal year sales growth is calculated based on the 2022 year and assumes a continuous sales growth of a minimum of
projected inflation estimates of 2.5% (2018: 2.5%).
The discount rate for the New Zealand Brands was 8.9% weighted average post-tax cost of capital (2018: 8.9%). The discount rate
applied to future cash flows for the KFC business in Australia is based on a 8.7% weighted average post-tax cost of capital (2018:
8.7%). The discount rate applied to future cash flows for the Taco Bell and Pizza Hut business in Hawaii is based on a 8.8% (2018:
8.8%) weighted average post-tax cost of capital.
The weighted average cost of capital calculation was reviewed in 2019 based on capital asset pricing model (CAPM) methodology
using current market inputs.
The values assigned to the key assumptions represent management’s assessment of future trends in the industry and are based on
both external sources and internal sources (historical data).
The Carl’s Jr. goodwill was fully impaired in FY18.
In respect of the New Zealand brands of KFC and Pizza Hut, any reasonably possible change in the key assumptions used in the
calculations would not cause the carrying amount to exceed its recoverable amount.
In respect of the Hawaii brands of Taco Bell and Pizza Hut, any reasonably possible change in the key assumptions used in the
calculations would not cause the carrying amount to exceed its recoverable amount.
In respect of the Australian KFC brand, any reasonably possible change in the key assumptions used in the calculations would not
cause the carrying amount to exceed its recoverable amount.
OTHER NOTES
16. Taxation
Taxation – statement of comprehensive income
The total taxation expense is analysed as follows:
$NZ000’s Note20192018
Total profit before taxation for the period149,435 52,149
Taxation expense
1(13,694)(16,683)
Net profit after taxation35,741 35,466
Taxation expense using the Company’s domestic tax rate(28.0%)(13,842)(28.0%)(14,6 02)
(Non-deductible expenses) and non-assessable income0.2%98 (2.0%)(1, 0 51)
Adjustments due to different rate in different jurisdictions0 .1%50 (2.0%)(1,030)
(27.7%)(13,694)(32.0%)(16,683)
Taxation expense comprises:
Current tax expense(15 ,126 )(17,0 7 7 )
Deferred tax credit1,432 394
Net tax expense(13,694)(16,683)
Imputation credits
$NZ000’s 20192018
Imputation credits available for subsequent reporting periods– 20,209
The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:
• Imputation credits that will arise from the payment of the amount of the provision for income tax
• Imputation credits that will be utilised from the payment of dividends recognised as a liability at the reporting date; and
• Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
The imputation credits balance is nil due to the loss of shareholder continuity following the change of control with Finaccess Capital,
S.A de C.V acquiring 75% shareholding in the Group.
The current income tax for the period was calculated using the rate of 28% for New Zealand, 30% for Australia and 21% USA
(2018: 28% New Zealand for 30% Australia and USA changed to 21% during the period). The deferred tax balances in these
financial statements have been measured using the 28% tax rate for New Zealand, 30% for Australia and 21% for the USA
(2018: 28% New Zealand, 30% Australia and 21% USA).
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 25 February 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
74
75
Taxation – balance sheet
The following are the major deferred taxation liabilities and assets recognised by the Group and movements thereon during the
current and prior year:
Assets Liabilities Net
$NZ000’s201920182019201820192018
Property, plant and equipment9,497 7,317 ––9,497 7,317
Inventory32 44 ––32 44
Debtors––(161)(18)(161)(18)
Provisions5,042 4 ,129 – –5,042 4 ,129
Intangibles1,718 1,708 (2,421)(1,483)(703)225
Other 2,597 1,993 – –2,597 1,993
Ta x los ses–1,265 –––1,265
18,886 16,456 (2,582)(1,501)16,304 14,955
$NZ000’s
Balance
27 February
2017
Opening
balances on
acquisitions
Recognised
in income
statement
Recognised
in equity
Foreign
currency
translation
Balance
26 February
2018
Property, plant and equipment4,735 2,400 184 –(2)7, 317
Inventory33 – 11 ––44
Debtors(18)––––(18)
Provisions3,462 668 ( 251)–250 4 ,12 9
Intangibles1,361 (2,553)1,097 –320 225
Other 459 2,355 (422)(337)(62)1,993
Ta x los ses293 1,225 (225)–(28)1,265
10,325 4,095 394 (337)478 14,955
$NZ000’s
Balance
26 February
2018
Opening
balances on
acquisitions
Recognised
in income
statement
Recognised
in equity
Foreign
currency
translation
Balance
25 February
2019
Property, plant and equipment7,317 –2 ,151 –29 9,497
Inventory44 –(12)––32
Debtors(18)–(165)–22 (161)
Provisions4 ,129 –1,111 (185)(13)5,042
Intangibles225 –(796)–(132)(703)
Other 1,993 –498 –106 2,597
Ta x los ses1,265 –(1,355)–90 –
14,955 –1,432 (185)102 16,304
Current and deferred taxation are calculated on the basis of tax rates enacted or substantially enacted at reporting date, and are
recognised in profit or loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
In this case, tax is also recognised in other comprehensive income or directly in equity, respectively.
Deferred income taxation is recognised in respect of temporary differences between the tax bases of assets and liabilities and their
carrying amounts in the financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date
and are expected to apply when the related deferred income tax asset is realised or the deferred tax liability is settled.
Deferred income tax assets are only recognised to the extent that it is probable that future taxable amounts will be available against which
to utilise those temporary differences.
Tax returns for the Group and the detailed calculations that are required for filing tax returns are not prepared until after the financial
statements are prepared. Estimates of these calculations are made for the purpose of calculating income tax expense, current tax and
deferred tax balances. Any difference between the final tax outcomes and the estimations made in previous years will affect current
year balances.
The statement of comprehensive income and statements of cash flows have been prepared exclusive of Goods and Services Taxation
(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.
17. Provision for employee entitlements
$NZ000’s
Balance at 26 February 20182,496
Created during the period471
Used during the period(393)
Released during the period(179)
Foreign exchange movements(46)
Balance at 25 February 20192,349
2019
Non-current782
Current1,567
Tot al2,349
The provision for employee entitlements is long service leave. The provision is affected by a number of estimates, including the
expected length of service of employees and the timing of benefits being taken. Once an employee attains the required length
of service, the employee has a period of five years in which to take this leave.
18. Deferred income
$NZ000’s
Balance at 26 February 20189,806
Created during the period47
Used during the period(1,448)
Foreign exchange movements239
Balance at 25 February 20198,644
2019
Non-current7,852
Current792
Tot al8,644
Deferred income relates to non-routine revenue from suppliers and landlords and is recognised in profit or loss in the statement of
comprehensive income on a systematic basis over the life of the associated contract.
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 25 February 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
76
77
19. Leases
Lease payments
$NZ000’s 20192018
Operating rental expenses44,510 40,452
Rent expenses reported in these financial statements relates to non-cancellable operating lease rentals. The future commitments on
these leases are as follows:
$NZ000’s 20192018
Not later than one year36,314 39,199
Later than one year but not later than two years28,690 32,905
Later than two years but not later than five years63,832 62,439
Later than five years67,686 66,166
196,522 200,709
The lease periods vary and many have an option to renew. Lease payments are increased in accordance with the lease agreements to
reflect market rentals. The table below summarises the Group’s lease portfolio.
Right of renewal No right of renewal
2019201820192018
Number of leases expiring:
Not later than one year55 38 21 24
Later than one year but not later than two years29 62 9 23
Later than two years but not later than five years62 56 29 27
Later than five years66 73 27 32
Operating leases
Payments made under operating leases are recognised in profit or loss in the statement of comprehensive income on a straight line
basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense over the term
of the lease.
20. Related party transactions
Parent and ultimate controlling party
The immediate parent and controlling party of the Group is Restaurant Brands New Zealand Limited.
Transactions with entities with key management or entities related to them
During the period the Group made the following:
• Acquired services totalling $200,685 (2018: $30,239) from AsureQuality Limited, a company of which Company director
Hamish Stevens was a director resigning from their board on 31 December 2018. There was no balance owed at balance date
(2018: $517 owing).
These transactions were at arm’s length and performed on normal commercial terms.
Key management and director compensation
Key management personnel comprises the Group CEO, Group CFO and the three divisional CEO’s.
$NZ000’s 20192018
Key management – total benefits3,090 2,499
Directors' fees458 398
Total Group CEO remuneration
$NZ000’s Salary
Short term
incentives
Long term
incentives
Total
remuneration
2019921 116 –1,037
2018900 – – 900
Short term incentive scheme
A short term incentive scheme is in place for all support office employees. The incentive is based on achieving in excess of planned
results for the specific financial year. Any bonus payment to employees is at the discretion of the Appointments and Remuneration
committee. The maximum that can be received by the CEO is 50% of base salary.
Long term incentive scheme
On 4 December 2018 the vesting criteria for the Performance Rights Plan for the Group CEO, Russel Creedy, and Group CFO, Grant
Ellis (“the executives”) issued on 14 August 2017 was satisfied.
The number of shares issued on 4 December 2018 under the Plan were as follows:
Number of shares issued
Russel Creedy252,000
Grant Ellis126,000
378,000
The shares were issued under the following conditions:
• The shares were not to be sold, transferred or disposed of prior to the completion of the takeover offer, except to accept Global
Valar S.L’s takeover offer.
• If Global Valar S.L’s takeover offer is not completed or the executives cease employment prior to completion of the takeover offer
then their relevant shares must be transferred back to the Company for no consideration.
The Global Valar S.L takeover was completed subsequent to balance date (refer Note 24 - subsequent events) therefore the
remuneration for the shares provided to the Group CEO and Group CFO is not included in the FY19 Group CEO remuneration or the
key management total benefits.
21. Commitments
Capital commitments
The Group has capital commitments which are not provided for in these financial statements, as follows:
$NZ000’s 20192018
Store development9,259 4,293
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 25 February 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
78
79
22. Contingent liabilities
There are no contingent liabilities that the directors consider will have a significant impact on the financial position of the Group
(2018: nil).
23. Subsequent events
On 26 March 2019 the partial take over offer by Finaccess Capital S.A. de C.V to acquire up to 75% of the Group was successfully
completed. Settlement to shareholders was 1 April 2019.
There are no other subsequent events that would have a material effect on these accounts.
24. New standards and interpretations
Relevant standards, amendments and interpretations to existing standards that are not yet effective and have not been
early adopted by the Group.
There are various standards, amendments and interpretations which were assessed as having an immaterial impact on the Group.
There are no NZ IFRS, NZ IFRIC interpretations or other applicable IFRS that are effective for the first time for the financial year
beginning on or after 27 February 2018 that had a material impact on the financial statements.
NZ IFRS 16 leases is effective for the FY20 year, refer Note 28 in regards to the expected impact.
25. Fees paid to auditor
$NZ000’s 20192018
Audit of financial statements
Audit and review of financial statements – PwC553 405
Other services – Performed by PwC
Executive rewards services14 –
Specified procedures on landlord certificates 4 4
Review of Starbucks Coffee division report and Yum! Advertising Co-operative report 5 7
ASX listing assurance– 18
Executive remuneration benchmarking–71
Total other services 23 100
Total fees paid to auditor576 505
Included in the FY19 audit and review of financial statements fee is $0.1 million relating to additional fees incurred in the completion of
the FY18 audit.
26. Donations
$NZ000’s 20192018
Donations251 244
27. Deed of Cross Guarantee
Pursuant to the Australian Securities and Investment Commission (ASIC) Class Order 98/1418, the wholly owned subsidiary, QSR Pty
Limited (QSR), is relieved from the Corporations Act 2001 requirement for the preparation, audit and lodgement of financial reports.
It is a condition of that class order that Restaurant Brands New Zealand Limited (RBNZ) and QSR enter into a Deed of Cross
Guarantee (Deed). On 9 February 2017 a Deed was executed between RBNZ, QSR, Restaurant Brands Australia Pty Limited and
Restaurant Brands Australia Holdings Pty Limited under which each company guarantees the debts of the others.
Set out below is the consolidated information for the 52 week period ended 25 February 2019 of the closed group consisting of
RBNZ, QSR, Restaurant Brands Australia Holdings Pty Limited and Restaurant Brands Australia Pty Limited.
$NZ000’s 20192018
Financial information in relation to:
(i) Statement of profit and loss and other comprehensive income
Operating revenue213,800 180,713
Earnings before interest and taxation (EBIT)76,007 35,896
Financial expenses(3,328)(3,744)
Profit before taxation72,679 32,152
Taxation expense(2,462)(1,744)
Profit after taxation70, 217 30,408
Items that may be reclassified subsequently to the statement of comprehensive income:
Exchange differences on translating foreign operations(1,822)388
Share option reserve(34) 34
Derivative hedge reserve(606)(83)
Taxation expense relating to components of other comprehensive income182 24
Other comprehensive income net of tax(2,280)363
Total comprehensive income67, 937 30,771
(ii) Summary of movements in retained earnings
Retained earnings at the beginning of the period77,483 70,475
Total comprehensive income67, 937 30,771
Net dividends(22,254)(28,868)
Share capital issued6,075 5 ,10 5
Retained earnings at the end of the year129, 241 7 7,483
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 25 February 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
80
81
$NZ000’s 20192018
(iii) Statement of financial position
Non-current assets
Property, plant and equipment44,006 43,298
Intangible assets97,021 10 0 ,16 8
Deferred tax asset4,593 4,596
Investment in subsidiaries231,790 231,790
Total non-current assets37 7, 410 379,852
Current assets
Inventories607 769
Trade and other receivables18 , 341 17,092
Cash and cash equivalents5,838 5,988
Total current assets24,786 23,849
Total assets4 0 2 ,19 6 403,701
Equity attributable to shareholders
Share capital154,565 14 8 ,491
Reserves(4,747 )(2,467)
Retained earnings(20,577)(6 8 , 541)
Total equity attributable to shareholders129, 241 7 7,483
Non-current liabilities
Provision for deferred income and employee entitlements560 274
Amounts payable to subsidiaries–44,522
Loans9 0 ,121 114 , 5 0 5
Derivative financial instruments1,10 0 510
Total non-current liabilities91,781 159,301
Current liabilities
Income tax payable55 360
Creditors and accruals15,989 14, 261
Provision for employee entitlements1,16 0 1,322
Amounts payable to subsidiaries163,970 150,464
Total current liabilities181,174 166,917
Total liabilities272,955 326,218
Total equity and liabilities4 0 2 ,19 6 403,701
28. NZ IFRS 16: Leases (mandatory from 26 February 2019)
This standard replaces the current guidance in NZ IAS 17. Under NZ IFRS 16, a contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration. Under NZ IAS 17, a lessee was
required to make a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16
now requires lessees to recognise a lease liability reflecting future lease payments and a ‘right-of-use’ (ROU) asset for virtually all
lease contracts. There is an optional exemption for lessees in respect of certain short-term leases and leases of low value assets.
From the date of adoption, the income statement will also be impacted by the removal of operating lease expenses, the recognition
of an interest expense applicable to the future lease payment obligations and the recognition of a depreciation expense in respect of
the ROU asset.
NZ IFRS 16 will change the accounting for the Group’s operating leases and the recognition, measurement and presentation of certain
amounts recognised in the balance sheet and income statement. As at reporting date, the Group had non-cancellable operating lease
commitments of $197 million (refer Note 19). Upon adoption, NZ IFRS 16 will have a material impact on a number of elements of the
Group’s balance sheet and income statement. There will also be an impact to both operating and financing activities within the Group
cash flow statement, although there is no impact to the net movement on the Group’s cash flows.
The Group uses a property system to manage its lease portfolio which also provides calculations showing the financial impact of
the new standard as at 26 February 2019 (the mandatory date of adoption). Management were required to make various key
judgements, including:
• incremental borrowing rate (IBR) used to discount the ROU assets and the future lease payment obligations;
• lease terms, including any rights of renewal expected to be exercised;
• foreign exchange conversion rates; and
• application of practical expedients and recognition exemptions allowed by the new standard, including in respect of low value
assets and short-term lease exemptions.
The new standard allows a choice of transition methods. Management has determined that the most appropriate approach for the
Group is to use the modified retrospective method. Using this transition method allowed the Group to retrospectively value the ROU
asset on a lease by lease basis. The impact on the balance sheet is approximately $432.0 million increase in lease liabilities, a $364.1
million increase in ROU assets and an increase of $18.8 million in deferred tax asset resulting in a $49.1 million adjustment to equity.
The future lease liability will be significantly higher than the lease commitments disclosed in Note 19 primarily due to management
decisions in regards to rights of renewals expected to be exercised and the discount rate used on future lease payment obligations.
The financial impact on the income statement for the year of adoption is estimated to be an approximate reduction in net profit before
tax of $5.9 million. This is made up of the following estimated differences:
• a $38.1 million decrease in operating lease rental expenses (removed):
• a $25.5 million increase in depreciation (relating to the ROU assets); and
• a $18.5 million increase in interest expense (relating to lease liability finance costs).
There will be no change applicable to the Group’s cash flows as a result of adopting the new standard, as operating lease payments
will continue to be paid as usual. However due to classification changes both the operating and financing activities within the cash flow
statement will be affected. The adjustments above are only for financial reporting purposes.
The estimated potential financial adjustments above are expected to be different from the final result as new leases are entered into,
current lease payments are re-negotiated, expectation of exercising rights of lease renewals change and the IBR used is updated.
Restaurant Brands New Zealand Limited
Annual Report 2019
82
83
Independent auditor’s report
To the shareholders of Restaurant Brands New Zealand Limited
We have audited the financial statements which comprise:
– the consolidated statement of financial position as at 25 February 2019;
– the consolidated statement of comprehensive income for the 52 week period then ended;
– the consolidated statement of changes in equity for the 52 week period then ended;
– the consolidated statement of cash flows for the 52 week period then ended;
– the basis of preparation; and
– the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the accompanying financial statements of Restaurant Brands New Zealand Limited (the Company), including its
subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at 25 February 2019, its financial
performance and its cash flows for the 52 week period then ended in accordance with New Zealand Equivalents to International
Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International Standards
on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the
financial statements
section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)
Code of Ethics for Assurance
Practitioners
(PES 1) 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.
Our firm carries out other services for the Group in the areas of specified procedures on landlord certificates, review of Yum!
Advertising Co-operative report, and executive rewards services. The provision of these other services has not impaired our
independence as auditor of the Group.
Our audit approach
Overview
An audit is designed to obtain reasonable assurance whether the financial statements are free from material
misstatement.
Overall Group materiality: $2.5 million, which represents approximately 5% of profit before tax.
We chose profit before tax as the benchmark because, in our view, it is the benchmark against which the
performance of the Group is most commonly measured by users, and is a generally accepted benchmark.
We have determined that there is one key audit matter:
– Carrying value of Carl’s Jr. property, plant and equipment
Materiality
The scope of our audit was influenced by our application of materiality.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group
materiality for the financial statements as a whole as set out above. These, together with qualitative considerations, helped us to
determine the scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements,
both individually and in aggregate on the financial statements as a whole.
Materiality
Audit scope
Key audit
matters
Audit scope
We designed our audit by assessing the risks of material misstatement in the financial statements and our application of materiality.
As in all of our audits, we also addressed the risk of management override of internal controls including among other matters,
consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as
a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group
operates. Audits at each location are performed at a materiality level calculated by reference to a proportion of Group materiality
appropriate to the relative scale of the business concerned.
The operating segments, as defined in note one of the financial statements, were subject to audit procedures that were considered
appropriate for the size and nature of those segments.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current 52 week period. These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matterHow our audit addressed the key audit matter
Carrying value of Carl’s Jr. property, plant and equipment
As disclosed in note 14 of the financial statements,
following the full impairment of Carl’s Jr. goodwill in 2018,
management has performed an impairment assessment
of the carrying values of property, plant and equipment
at individual Carl’s Jr. stores where impairment triggers
exist. The carrying value of property, plant and equipment
associated with Carl’s Jr. is $9.6 million.
An impairment charge of $3.3 million was recognised in
the financial statements.
Our audit has focused on the assets associated with
Carl’s Jr. given the size of the property, plant and
equipment balance, the judgements involved in
determining the recoverable amount for each store, and
the associated risk of impairment.
We performed the following audit procedures in relation to
the Carl’s Jr. impairment assessment process:
– Through discussions with management and review of
management reports showing financial performance
for each store, we considered which stores were at risk
of impairment as a result of either being loss making or
identified for potential closure;
– With respect to loss making stores identified for potential
closure we confirmed that management fully impaired the
carrying value of assets;
– With respect to the remaining loss making stores, we
checked that management had prepared a value in use
model to assess impairment;
– We challenged management on key assumptions used in
the value in use models including sales growth, EBITDA
margins and discount rate;
– We reviewed the Carl’s Jr. concept historical actual
performance to budget to assess the reliability of forecast
information;
– In relation to identified stores we have assessed whether
any make-good provision and onerous lease obligations
should be recognised; and
– We reviewed the financial statements to ensure appropriate
identification and disclosure of key assumptions.
In relation to the individual stores’ value in use calculations
we performed the following procedures:
– Tested the mathematical accuracy of the models;
– Reviewed forecast cash flows and key assumptions at an
individual store level against historical trading performance
and evaluated the achievability of management’s plans to
improve profitability; and
– Performed sensitivity analysis over key assumptions to
determine a potential range of impairment.
We have no matters to report arising from our audit procedures.
Annual Report 201985
Restaurant Brands New Zealand Limited84
Independent auditor’s report (continued)
Information other than the financial statements and auditor’s report
The Directors are responsible for the annual report. Our opinion on the financial statements does not cover the other information
included in the annual report and we do not and will not express any form of assurance conclusion on the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained
prior to the date of this auditor’s report, 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, except that not all other information was available to us at the date of
our signing.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the 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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible 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 financial statements
Our objectives are to obtain reasonable assurance about whether the 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) and ISAs 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
financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s
website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/auditreport-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. 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 the Company and the Company’s shareholders, as a body,
for our audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Pip Cameron.
For and on behalf of:
Chartered Accountants Auckland
16 April 2019
85
Shareholder information
86
Statutory information
88
Statement of corporate governance
91
Corporate directory
100
Financial calendar
100
Other
information
Contents Page
Annual Report 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
86
87
Shareholder information
as at 16 April 2019 (unless otherwise stated)
1. Stock exchange listings
The Company’s ordinary shares are dual listed on the main board equity securities markets operated by the NZX and ASX.
2. Distribution of security holders and security holdings
Size of HoldingNumber of security holdersNumber of securities
1 to 9994,31863.74%1,529,8891.23%
1,000 to 4,9992,02129.84%4,066,5643.26%
5,000 to 9,9992543.75%1,690,2871.36%
10,000 to 49,9991592.35%2,7 71,9922.22%
50,000 to 99,99990 .13%599,3140.48%
100,000 to 499,99990 .13%1,888,8871. 51%
500,000+40.06%112 , 211, 5 9 089.94%
6,774100.00%124,758,523100.00%
Geographic distribution
New Zealand6,53596.47%30 , 835 ,10 024.72%
Australia1321.95%175,5970 .14%
Spain20.03%93 , 569,12575.00%
Rest of world1051.55%178,7010 .14%
6,774100.00%124,758,523100.00%
3. 20 largest registered holders of quoted equity securities
Number of
ordinary
shares
Percentage
of ordinary
shares
Global Valar, S.l. 93,568,91975.00%
New Zealand Central Securities Depository Limited 17,442,37913.98%
FNZ Custodians Limited 682,9800.55%
Investment Custodial Services Limited <A/C C>517, 3120 .41%
Custodial Services Limited <A/C 4>386,0960.31%
Custodial Services Limited <A/C 3>303,7100.24%
New Zealand Depository Nominee Limited <A/C 1> Cash Account268,7430.22%
Custodial Services Limited <A/C 2>210 ,1200 .17 %
JA Hong Koo & Pyung Keum Koo 189,2760 .15%
Forsyth Barr Custodians Limited <1-Custody>17 7,2260 .14%
Custodial Services Limited <A/C 18>138 ,6220 .11%
Custodial Services Limited <A/C 16>109,0250.09%
Russel Ernest George Creedy 106,0690.09%
FNZ Custodians Limited <DTA Non Resident A/C>93,7600.08%
David Mitchell Odlin 88,5910.07%
Custodial Services Limited <A/C 1>71,7550.06%
Margarete Freeland 61,0840.05%
Estate Florence Quentin Davies Deceased 59,7080.05%
Barry John Eagle & Verena Turner <S G Turner Family A/C>59,7080.05%
Graham Paul Vincent & Barbara Margaret Vincent 59,7080.05%
114,594,79191.87%
New Zealand Central Security Depository Limited (NZCSD) is a depository system which allows electronic trading of securities to its
members. As at 16 April 2019, the NZCSD holdings in Restaurant Brands were:
Number of
ordinary
shares
Percentage
of ordinary
shares
Citibank Nominees (New Zealand) Limited – NZCSD 5,318,673 4.26%
HSBC Nominees (New Zealand) Limited – NZCSD 4,941,285 3.96%
JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct – NZCSD 3,245,931 2.60%
Tea Custodians Limited Client Property Trust Account – NZCSD 1,10 5 , 996 0.89%
HSBC Nominees (New Zealand) Limited A/C State Street – NZCSD 1,065,249 0.85%
BNP Paribas Nominees (NZ) Limited – NZCSD 627,287 0.50%
National Nominees New Zealand Limited – NZCSD 454,305 0.37%
BNP Paribas Nominees (NZ) Limited – NZCSD 284,626 0.23%
HSBC Nominees A/C NZ Superannuation Fund Nominees Limited – NZCSD 160,264 0 .13%
ANZ Custodial Services New Zealand Limited – NZCSD 82,752 0.07%
New Zealand Permanent Trustees Limited – NZCSD 77,120 0.06%
BNP Paribas Nominees (NZ) Limited – NZCSD 65,539 0.05%
Public Trust Class 10 Nominees Limited – NZCSD 9,467 0.01%
Public Trust RIF Nominees Limited – NZSCD 3,885 0.00%
17, 4 42 , 37913.98%
4. Substantial product holders
The following persons had given notices as at 25 February 2019, in accordance with subpart 5 of part 5 of the New Zealand Finance
Market Conduct Act 2013 that they were substantial product holders in the Company and held a relevant interest in the number of
ordinary shares shown below.
Date of
Notice
Number of
ordinary
shares
Percentage
of voting
securities
Global Valar, S.L.25 February 201935,323,97828 .31%
FIL Limited20 February 20196,265,0885.02%
Stephen Copulos26 November 201810,630,8198.52%
The number of ordinary shares listed above are as per the last substantial product holder notice filed as at 25 February 2019. As this
notice is required to be filed only if the total holding of a shareholder changes by 1% or more since the last notice filed, the number
noted in this table may differ from that shown in the list of 20 largest holdings of quoted equity securities on page 86.
5. Shares on issue
As at 25 February 2019, the total number of ordinary shares of the company was 124,758,523.
6. Directors’ security holdings
As at 25 February 2019:
Equity securities held
20192018
E K van Arkel
1
160,609158 , 366
D Beguely
2
50,000–
S Copulos
3
10,630,81910,630,819
1. Due to the Finaccess Capital 75% takeover E K van Arkel now holds 29,803 shares.
2. Due to the Finaccess Capital 75% takeover D Beguely now holds 9,279 shares.
3. Due to the Finaccess Capital 75% takeover and subsequent share sales S Copulos now holds no shares.
7. NZX waivers
No waivers have been granted by the NZX during the financial year ended 25 February 2019.
Restaurant Brands New Zealand Limited
Annual Report 2019
88
89
Statutory information
For the 52 week period ended 25 February 2019
1. Directorships
The names of the directors of the Company as at 16 April 2019 are set out on pages 44 and 45 of this annual report.
As at 25 February 2019 the directors of the Group’s subsidiary companies are set out below.
E K van Arkel is a director of all of the Group’s subsidiary companies.
H W Stevens is a director of all of the Group’s subsidary companies except for Restaurant Brands Australia Pty Limited.
S Copulos is a director of Restaurant Brands Australia Pty Limited, Restaurant Brands Australia Holdings Pty Limited and
QSR Pty Limited.
G R Ellis is a director of Restaurant Brands Australia Pty Limited.
2. Directors and remuneration
NZ$000’sBoard Fees
1
Audit and Risk
Committee
Health and Safety
Committee
Remuneration
and Nominations
Committee
Total
Remuneration
E K van Arkel142142
H W Stevens741185
V Taylor
2
74781
S Copulos
2
6969
D Beguely
2
74781
4341177458
1. Included in Board fees is an additional $5,000 paid to the independent directors due to the additional work associated with the proposed takeover
offer from Finaccess Capital.
2. V Taylor, S Copulos and D Beguely retired from the Restaurant Brands Board of Directors on 1 April 2019.
3. Entries recorded in the interests register
The follow entries were recorded in the interests register of the Company and its subsidiaries during the year ended 25 February
2019:
(a) Share dealings of Directors
No shares were bought or sold by directors during the 52 week period ended 25 February 2019. However as part of the Finaccess
Capital takeover process, on 25 November 2018 S Copulos entered into a lock-in deed under which he agreed to accept the
Finaccess offer. Also on 25 November 2018 E K van Arkel and D Beguely announced that they intended to accept the offer. With the
successful completion of the take over process on 1 April 2019 S Copulos sold 8,658,078 shares, E K van Arkel 130,806 shares and
D Beguely 40,721 shares to Finaccess Capital.
(b) Loans to Directors
There were no loans to directors during the 52 week period ended 25 February 2019.
(c) General disclosure of interest
In accordance with section 140 (2) of the Companies Act 1993, directors of the Company have made general disclosures of interest in
writing to the board of positions held in other named companies or parties as follows:
NamePositionParty
E K van ArkelDirector and ShareholderVan Arkel & Co Limited
Director and ShareholderLang Property Limited
Director Danske Mobler Limited
Director Auckland Regional Chamber of Commerce & Industry Limited
Director Philip Yates Family Holdings Limited (and subsidiaries)
H W StevensChairmanThe Kennedys Limited
ChairmanEast Health Services Limited (and subsidiaries)
Independent ChairmanAudit and Risk Committee, Waikato Regional Council
DirectorCounties Power Limited (and subsidiaries)
DirectorPacific Radiology Group Limited
DirectorMarsden Maritime Holdings Limited
DirectorOrmiston Health Properties Limited
Director and ShareholderGovernance & Advisory Limited
DirectorPharmaco (N.Z.) Limited (and subsidiaries)
DirectorBotany Health Hub Limited
S Copulos
1
Managing DirectorCopulos Group of Companies
DirectorCitywest Corp Pty Ltd
DirectorEyeon no 2 Pty Ltd
DirectorEyeon QSR Pty Ltd
DirectorOver 50 private companies and trusts within the Copulos Group
Chairman and Major ShareholderCrusader Resources Limited
Chairman and Major ShareholderConsolidated Zinc Limited
DirectorCopulos Foundation Private Ancillary Fund
V Taylor
1
DirectorReal Journeys Limited
Director and ShareholderUgly Duckling Trading Company Limited
COO and ShareholderSmartfoods Limited
D Beguely
1
Advisory Board MemberBeak & Johnston Pty Ltd
DirectorTiakarete Pty Ltd
Board MemberAlliance for Gambling Reform
ChairmanB&J City Kitchen Pty Limited
1. S Copulos, V Taylor and D Beguely retired from the Restaurant Brands Board of Directors on 1 April 2019.
(d) Directors’ indemnity and insurance
The Company has insured all its directors and the directors of its subsidiaries against liabilities to other parties (except the Company
or a related party of the Company) that may arise from their position as directors. The insurance does not cover liabilities arising from
criminal actions.
The Company has executed a deed of indemnity indemnifying all directors to the extent permitted by section 162 of the Companies
Ac t 1993.
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Annual Report 2019
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4. Employees’ remuneration
During the period the following number of employees or former employees received remuneration of at least $100,000:
Number of employees
20192018
$100,000–$109,9991917
$110,000–$119,99988
$120,000–$129,99956
$130,000–$139,99959
$140,000–$149,99935
$150,000–$159,99983
$160,000–$169,999 – 1
$170,000–$179,99911
$180,000–$189,99924
$190,000–$199,9991–
$200,000–$209,9992–
$210,000–$219,99912
$220,000–$229,99931
$230,000–$239,999 – 2
$240,000–$249,99912
$250,000–$259,99913
$260,000–$269,99921
$270,000–$279,9991–
$280,000–$289,9992–
$340,000–$349,9991–
$360,000–$369,999– 2
$370,000–$379,999– 1
$380,000–$389,9991–
$410,000–$419,9991–
$420,000–$429,999– 1
$430,000–$439,999– 1
$450,000–$459,9991–
$460,000–$469,9991–
$890,000–$899,999– 1
$1,030,000–$1,039,9991–
7171
5. Subsidiary company directors
No employee of the Company appointed as a director of the Company or its subsidiaries receives, or retains any remuneration or
benefit, as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant
bandings for remuneration disclosure under Note 4 above.
Overview
Restaurant Brands New Zealand Limited (the Company) is listed on the NZX Main Board and as a Foreign Exempt Listing on the ASX
(both under the ticker code “RBD”).
The board is committed to having best-practice governance structures and principles and to following the guiding values of the
Company: integrity, respect, continuous improvement and service. In this part of the annual report, we provide an overview of the
Company’s corporate governance framework. It is structured to follow the recommendations set out in the NZX Corporate Governance
Code 2017 (the “NZX Code”) and discloses how the Company is applying these recommendations.
The board considers that as at 25 February 2019, the corporate governance practices it has adopted are in compliance with the
NZX Code.
Principle 1 – Code of ethical behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards
being followed throughout the organisation.”
Group Ethical Conduct Policy
The Company’s Group Ethical Conduct Policy sets out the ethical standards the board expects all directors, officers, employees,
contractors and agents to adhere to when they represent the Company and its subsidiaries. The policy covers a wide range of areas
including: standards of professional behaviour, compliance with laws and policies, conflicts of interest, gifts and entertainment and
proper use of Company assets and information. The policy requires the reporting of breaches (or suspected breaches) of the policy.
In addition, each geographic business unit of the Company (ie New Zealand, Australia and Hawaii) (referred to as a Local Operating
Division) is empowered to adopt specific policies and/or procedures that complement, enhance or supplement the general standards
set out in the Group Ethical Conduct Policy if appropriate for that Local Operating Division.
The Group Ethical Conduct Policy is available on the Company’s website and is subject to biennial reviews (next review scheduled for
December 2019).
Interests register
The board maintains an interests register. In considering matters affecting the Company, directors are required to disclose any
actual or potential conflicts. Where a conflict or potential conflict has been disclosed, the director takes no further part in receipt of
information or participation in discussions on that matter.
Group Securities (Insider Trading) Policy
The Group Securities (Insider Trading) Policy details the Company’s securities trading policy and includes restrictions on and procedures
for directors, employees and contractors of the Company and its subsidiaries and/or associated companies trading in the Company’s
financial products. In particular, the policy:
• prohibits trading by an individual holding non-public material information about the Company;
• requires all directors, officers, employees and contractors of the Company to obtain permission before trading can occur; and
• prohibits directors, the Group CEO, Group CFO and direct reports to the Group CEO and Group CFO from trading outside of set 8
week trading windows that follow:
›the release of half and full year results; or
›the issuance of a “cleansing statement” under the Financial Markets Conduct Act 2013.
Statutory information (continued)
For the 52 week period ended 25 February 2019
Statement of corporate governance
For the 52 week period ended 25 February 2019
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Annual Report 2019
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Principle 2 – Board composition & performance
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
Responsibilities of the board
The board is responsible for the proper direction and control of the Company’s activities and is the ultimate decision-making body
of the Company. The board has adopted a formal Board Charter detailing its authority, responsibilities, membership and operation.
The Board Charter is available for viewing on the Company’s website.
The key responsibilities of the Board under the Board Charter include setting strategic direction, approval of significant expenditures,
policy determination, stewardship of the Company’s assets, identification of significant business risks, legal compliance and monitoring
management performance.
Delegation
The board has delegated responsibility for the day-to-day leadership and management of the Company to the Group Chief Executive
Officer (Group CEO) who is required to do so in accordance with board direction. The Group CEO’s performance is reviewed each year
by the board. The review includes a formal performance appraisal against measured objectives together with a qualitative review.
The board has approved a schedule of delegated authorities affecting all aspects of the Company’s operation. This is reviewed from
time to time as to appropriateness and levels of delegation.
Composition and focus
The Company’s constitution prescribes a minimum of three directors and, as at 25 February 2019, the board comprised five non-
executive directors (including the Chairman). Following the completion of the Finaccess Capital partial takeover offer on 1 April 2019,
David Beguely, Vicky Taylor and Stephen Copulos resigned as directors of the Company and José Parés and Emilio Fullaondo were
appointed as directors. As at the date of publication of this annual report, the board comprises four non-executive directors (including
the Chairman).
Profiles of the current directors, together with a summary of skill sets included in the “Board of Directors” section of this annual report
and on the Company’s website.
As at 25 February 2019, Ted van Arkel, David Beguely, Hamish Stevens and Vicky Taylor were considered by the board to be
independent under the NZX Listing Rules as they are not executives of the Company and do not have any direct or indirect interests
or relationships that could reasonably influence, in a material way, their decisions in relation to the Company. Stephen Copulos was
considered not to be independent because through his associated entities, he was a substantial product holder in the Company.
Emilio Fullaondo was considered by the board to be independent under the NZX Listing Rules as he is not an executive of the
Company and does not have any direct or indirect interests or relationships that could reasonably influence, in a material way, his
decisions in relation to the Company. José Parés was not considered to be independent as he represents a substantial product holder
in the Company.
The board does not have a policy on a minimum number of independent directors.
The roles of Chairman of the board and Chief Executive Officer are exercised by separate persons. In addition to committee
responsibilities (below), individual board members work directly with management in major initiatives such as acquisitions and
asset rationalisations.
Shareholding
There is no prescribed minimum shareholding for directors, although some do hold shares in the Company (refer to the “Shareholder
Information” section of this annual report for more detail).
Directors may purchase shares upon providing proper notice of their intention to do so and in compliance with the operation of the
Company’s Group Securities (Insider Trading) Policy (see above).
Nomination and appointment
The board has adopted a Director Nomination and Appointment Procedure. This procedure is administered by the Remuneration and
Nominations Committee and includes guidelines relating to board composition, considerations for new director appointments and the
process by which potential directors are nominated and assessed.
Statement of corporate governance (continued)
for the 52 week period ended 25 February 2019
Written agreement
The Director Nomination and Appointment Procedure requires the terms of appointment for all new directors to be set out in a formal
letter of appointment and also stipulates that new directors are to receive induction training regarding the Company’s values and
culture, governance framework, the Group Ethical Conduct Policy, Board and Committee policies, processes and key issues, financial
management and business operations.
Diversity
The Company and the board are committed to promoting a diverse and inclusive workplace. This is outlined in the Group Diversity
Policy which is available on the Company’s website. The Company endeavours to ensure diversity at all levels of the organisation to
ensure a balance of skills and perspectives are available in the service of its shareholders and customers.
As at 25 February 2019, the gender balance of the Company’s directors, officers and all employees is as follows:
DirectorsOfficers
*
Employees
201920182019201820192018
Female1 20%1 20%2 29%–0%4,463 50%4,782 53%
Male4 80%480%5 71%5 100%4,388 50%4,274 47%
Total5 100%5 100%5 100%5 100%8 , 851 100%9,056100%
* “Officers” is defined in the NZX Listing Rules as only including those members of management who report directly to the board or report directly to a
person who reports to the board. Following the Company’s corporate restructure in 2017, the Group CEO is the only direct report to the board and the
Group CFO, CPO and CMO together with the three Local Operating Division CEOs are the direct reports to the Group CEO.
The Group Diversity Policy requires the Remuneration and Nominations Committee to develop and recommend to the board a
set of measurable goals for the Company to drive achievement of the objectives of the policy. The board considers that while the
performance of the Company during FY19 in relation to most of the systemic elements of the Group Diversity Policy was satisfactory,
the inability to finalise a set of measurable goals for the Company to drive achievement of the objectives of the policy during FY19
was disappointing.
Board appraisal and training
The board has adopted a performance appraisal programme by which it biennially monitors and assesses individual and board
performance. The most recent review covering the performance of the board, the board committees and individual directors against
the relevant charters, corporate governance policies and agreed goals and objectives was carried out with the assistance of an
external facilitator in January 2018.
The Company does not impose any specific training requirements on its directors but does expect all directors to carry out
appropriate training to enable them to effectively perform their duties. New directors complete an induction programme with
company senior management.
Access to resources and advice
Directors may seek their own independent professional advice to assist with their responsibilities. During the 2019 financial year, no
director sought their own independent professional advice, but the board sought external advice and/or assistance with respect to:
• vesting of the senior executive long term incentive scheme; and
• business valuation considerations.
Re-election
Under the Company’s constitution and current NZX Listing Rules (the Listing Rules dated 1 October 2017), one third of the directors
are required to retire from office at the Company’s Annual Shareholders’ Meeting but may seek re-election at that meeting. Each of
Ted van Arkel and Stephen Copulos retired by rotation and were re-elected at the Company’s 2018 Annual Shareholders’ Meeting.
On 1 July 2019, the Company will transition to the new NZX Listing Rules (the Listing Rules dated 1 January 2019). Under the new
NZX Listing Rules, directors of the Company must not hold office (without re-election) past the third Annual Shareholders’ Meeting
following their appointment or three years (whichever is later) but may seek re-election at that meeting.
Restaurant Brands New Zealand Limited
Annual Report 2019
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95
Meetings
The board normally meets ten to twelve times a year and, in addition to reviewing normal operations of the Company, approves a
strategic plan and annual budget each year.
Board meetings are usually scheduled annually in advance, although additional meetings may be called at shorter notice.
Directors receive formal proposals, management reports and accounts in advance of all meetings.
The Group CEO and Group CFO are regularly invited to attend board meetings and participate in board discussion. Directors also meet
with other senior executives on items of particular interest.
Board and committee meeting attendance for the period ended 25 February 2019 was as follows:
Name
Board
meetings
held
Board
meetings
attended
Audit
and Risk
Committee
meetings
held
Audit
and Risk
Committee
meetings
attended
Health
and Safety
Committee
meetings
held
Health
and Safety
Committee
meetings
attended
Appointments
and
Remuneration
Committee
meetings held
Appointments
and
Remuneration
Committee
meetings attended
E K van Arkel2322331111
H W Stevens2323331–11
S Copulos2321311–11
V Taylor 2323331111
D E Beguely2322331111
Principle 3 – Board committees
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”
From amongst its own members, the board has appointed the following permanent committees:
Audit and Risk Committee
As at 25 February 2019, the members of the Audit and Risk Committee were Hamish Stevens (Chair), Ted van Arkel, David Beguely,
Stephen Copulos and Vicky Taylor. Following the completion of the Finaccess Capital partial takeover offer on 1 April 2019, the
membership of the Audit and Risk Committee comprised of Hamish Stevens (Chair), Ted van Arkel, José Parés and Emilio Fullaondo.
This committee is constituted to monitor the veracity of the financial data produced by the Company, ensure controls are in place
to minimise the opportunities for fraud or for material error in the accounts and to oversee the operation of the Company’s Risk
Management Framework (discussed in more detail in the “Risk Management Framework” section under Principle 6). A majority
of the committee’s members must be independent directors and executive directors may not be members of the committee.
The Audit and Risk Committee meets two to three times a year. External auditors of the Company, senior management and executives
performing internal audit management from within the Company attend by invitation. The external auditors also meet separately with
the Audit and Risk Committee with no members of management present.
The Audit and Risk Committee has adopted a charter setting out the parameters of its relationship with internal and external audit
functions. The charter (which is available on the Company’s website) requires, among other things, five yearly reviews of the external
audit relationship and audit partner rotation.
Remuneration and Nominations Committee
As at 25 February 2019, the members of the Remuneration and Nominations Committee were Vicky Taylor (Chair), Ted van Arkel,
David Beguely, Stephen Copulos and Hamish Stevens. Following the completion of the Finaccess Capital partial takeover offer
on 1 April 2019, the membership of the Remuneration and Nominations Committee comprised of Ted van Arkel, Hamish Stevens,
José Parés and Emilio Fullaondo. As the committee has not met since 1 April 2019, it currently does not have a Chair. This committee
is constituted to administer the Director Nomination and Appointment Procedure, approve appointments of senior executives of the
Company (principally the Group CEO and those reporting directly to the Group CEO) and make recommendations to the board in
relation to terms of remuneration for non-executive directors and senior executives. It also reviews any company-wide incentive
and share option schemes as required and recommends remuneration packages for directors to the shareholders.
The Remuneration and Nominations Committee has adopted a written charter which is available on the Company’s website.
Statement of corporate governance (continued)
for the 52 week period ended 25 February 2019
Health and Safety Committee
As at 25 February 2019, the members of the Health and Safety Committee were David Beguely (Chair), Ted van Arkel, Stephen
Copulos, Hamish Stevens and Vicky Taylor. Following the completion of the Finaccess Capital partial takeover offer on 1 April 2019,
the membership of the Health and Safety Committee comprised of Ted van Arkel, Hamish Stevens, José Parés and Emilio Fullaondo.
As the committee has not met since 1 April 2019, it currently does not have a Chair. This committee is constituted to assist the board
to provide leadership and policy in discharging its health and safety governance duties. In particular, the Health and Safety Committee
is responsible for administering the Company’s Health and Safety Framework, monitoring and assessing the Company’s Health and
Safety performance and developing Health and Safety targets/objectives for the business.
The Terms of Reference for the Health and Safety Committee are set out in the Board Health and Safety Charter which is available
on the Company’s website.
Other sub-committees may be constituted and meet for specific ad-hoc purposes as required.
Takeover protocols
The board has adopted a set of Takeover Procedures and Protocols to be followed if there is a takeover offer for the Company.
The Takeover Procedures and Protocols provides for the formation of a committee of independent directors to consider and manage
a takeover offer in accordance with the Takeovers Code.
Principle 4 – Reporting and disclosure
“The board should demand integrity in financial and non-financial reporting and in the timeliness and balance of corporate disclosures.”
Continuous Disclosure Policy
The board and Company are committed to promoting shareholder and market confidence through open, timely and accurate
communication in compliance with the Company’s continuous disclosure obligations under the NZX and ASX Listing Rules and the
Financial Markets Conduct Act 2013. The Company’s Group Continuous Disclosure Policy contains processes and procedures for
ensuring that there is full and timely disclosure of market sensitive information to all shareholders and other market participants and
also outlines the responsibilities in relation to the identification, reporting, review and disclosure of material information. The board has
appointed a Disclosure Officer to administer this policy.
Charters and policies
Copies of the Company’s key governance documents (including the Board Charter, Committee Charters, Group Diversity Policy,
Group Continuous Disclosure Policy, Group Director and Senior Executive Remuneration Policy, Group Ethical Conduct Policy and
Group Securities (Insider Trading) Policy are available in the “Governance” section of the Company’s website.
Financial reporting
The board is committed to ensuring integrity and timeliness in its financial reporting and providing information to shareholders and the
wider market which reflects a considered view on the present and future prospects of the Company.
The Audit and Risk Committee oversees the quality and integrity of the Company’s external financial reporting including the accuracy,
completeness, balance and timeliness of financial statements. It reviews the Company’s full and half year financial statements and
makes recommendations to the board concerning the application of accounting policies and practice, areas of judgement, compliance
with accounting standards, stock exchange and legal requirements as well as the results of the external audit.
While the Audit and Risk Committee ultimately oversees the quality of the Company’s external financial reporting, the Company’s
management also provides confirmation in writing to the board that the Company’s external financial reports represent a true and fair
representation of the financial performance of the Company.
Non-financial reporting
The Company’s Environmental, Social and Governance Report is set out earlier in this annual report. The Company recognises that
it is in the early stages of reporting on non-financial information and intends to continue to develop the environmental, social and
governance reporting framework adopted for this annual report.
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Annual Report 2019
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Principle 5 - Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Board remuneration
The Company’s approach to the remuneration of directors and senior executives is set out in the Company’s Director and Senior
Executives Remuneration Policy. The board’s Remuneration and Nominations Committee reviews director and senior executive
remuneration and makes recommendations to the board after taking into account the requirements of the policy. The Remuneration
and Nominations Committee’s membership and role are set out in more detail under Principle 3 above.
The current total pool of director fees authorised at the Annual Shareholders’ Meeting on 21 June 2018 is $475,000 per annum.
At the 21 June 2018 Annual Shareholders’ Meeting, shareholders approved an increase in directors’ fees from $65,000 to $75,000
for each non-executive director and from $125,000 to $145,000 per annum for the Chairman. In addition, shareholders approved
increases in the annual fees to the Chair of the Audit and Risk Committee from $10,000 to $15,000 per annum and from $5,000 to
$7,500 to the Chairs of each of the Remunerations and Nominations Committee and the Health and Safety Committee. Refer to the
Statutory Information section of this annual report for more detail.
On 6 December 2018, the board approved an additional ad-hoc payment of $5,000 to each independent director (from within
the total fee pool authorised by shareholders at the 21 June 2018 Annual Shareholders’ Meeting) in recognition of the increased
commitment required from the independent directors during FY19 brought about by the Finaccess Capital partial takeover offer.
No directors currently take a portion of their remuneration under a performance-based equity compensation plan, although a number
of directors do hold shares in the Company. Directors do not receive additional remuneration or benefits in connection with any
directorship they may hold of subsidiaries of the Company.
The terms of any retirement payments to directors are prescribed in the Company’s constitution and require prior approval of
shareholders at a general meeting. No retirement payments have been made to any director.
The Company has insured all of its directors and the directors of its subsidiaries against liabilities to other parties (except the Company
or a related party of the Company) that may arise from their position as directors. The insurance does not cover liabilities arising from
criminal actions.
The Company has executed a Deed of Indemnity, indemnifying all directors to the extent permitted by section 162 of the Companies
Ac t 1993.
Group Chief Executive Officer remuneration
The remuneration arrangements that were in place during the period ended 25 February 2019 for the Group CEO consisted of a base
salary, short term incentive scheme and a long term incentive scheme. Details of the Group CEO remuneration arrangements (including
the amounts paid in 2018 and 2019 financial years) are set out at Note 20 to the 2019 financial statements in this annual report.
Principle 6 - Risk management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should
regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”
Risk management framework
The Company has a Risk Management Framework for identifying, monitoring, managing and controlling the material risks faced by the
business. While the board is ultimately responsible for the effectiveness of the Company’s Risk Management Framework, the Risk and
Audit Committee administers the Risk Management Framework and:
• receives and reviews regular risk reporting from management;
• provides recommendations to the board in relation to:
›key/material risk identification and appetite levels;
›whether the Company’s processes for managing risks are sufficient; and
›incidents involving serious fraud or other material break-down/failing of the Company’s internal controls;
• periodically reviews:
›key/material risks that have been identified and the controls in place to manage them; and
›the Company’s business activities to identify likely sources of new risks; and
• confirms the robustness of the Risk Management Framework to the board on an annual basis.
The Committee is required to review the Risk Management framework at least biennially and conducts regular deep dive assessments
of each key/material risk to the Company’s business and the associated business controls management have put in place to manage/
mitigate these risks.
In managing the Company’s business risks, the board approves and monitors additional policies and processes in such areas as:
• Internal Audit – regular checks are conducted by operations and financial staff on all aspects of store operations.
• Treasury Management – exposure to interest rate and foreign exchange risks is managed in accordance with the Company’s
treasury policy.
• Financial Performance – full sets of management accounts are presented to the board at every meeting. Performance is measured
against an annual budget with periodic forecast updates.
• Capital Expenditure – all capital expenditure is subject to relevant approval levels with significant items approved by the board. The
board also monitors expenditure against approved projects and approves the capital plan.
Insurance
The Company has insurance policies in place covering most areas of risk to its assets and business. These include material damage
and business interruption cover at all of its sites. Policies are reviewed and renewed annually with reputable insurers.
Health and safety
The Company’s Health and Safety Committee is responsible for reviewing and making recommendations to the board in respect of
the Company’s health and safety policies, procedures and performance. The Committee’s primary responsibility is to ensure that the
systems used to identify and manage health and safety risks are fit for purpose and are being effectively implemented, reviewed and
continuously improved. The Committee is also responsible for developing health and safety targets/objectives for the business.
Management and the Committee receive detailed reporting on lead and lag indicators of health and safety performance including
health and safety incidents, injury rates by severity and mechanism, identified hazards and outputs from local, area and regional
employee health and safety forum meetings. The Company has dedicated health and safety experts who investigate incidents, analyse
hazard/incident trends to identify and mitigate potential health and safety risks and review, develop and monitor compliance with
health and safety processes and procedures.
At an individual store level, comprehensive policies and procedures for carrying out tasks in a safe manner are in place and regularly
reviewed to ensure they remain fit-for-purpose. Staff are trained in these policies and procedures as part of their induction. Registers
are kept of potential hazards at each store and regular reviews/audits of compliance with health and safety processes and procedures
are carried out by internal staff and external providers.
Reporting of lag indicators of Health and Safety performance is contained in the Environmental, Social and Governance Section of this
annual report. It is expected that more comprehensive reporting on the Company’s health and safety performance will be provided in
the future as the Company’s environmental, social and governance framework continues to develop.
Statement of corporate governance (continued)
for the 52 week period ended 25 February 2019
Restaurant Brands New Zealand Limited
Annual Report 2019
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99
Principle 7 – Auditors
“The board should ensure the quality and independence of the external audit process.”
External auditor
Oversight of the Company’s external audit arrangements is the responsibility of the Audit and Risk Committee. The Committee
operates under the Audit and Risk Committee Charter which (among other things) requires the Committee to:
• recommend the appointment of the external auditor;
• set the remuneration and review the performance of the external auditor;
• ensure the relationship with the external auditor is reviewed every five years and that the audit partner is rotated after five years;
• set the scope and work plan of the annual audit and half year review (along with the external auditor and management);
• ensure that no unreasonable restrictions are placed on the external auditor by the board or management;
• ensure that open lines of communication are maintained between the board, internal audit, management and the external auditor;
and
• ensure the independence of the external auditor by:
›reviewing the nature and scope of professional services outside of the external statutory audit role proposed to be provided by
the external auditor and approving or declining their use in light of the requirement for external auditor independence;
›monitoring any approved services outside of the external statutory audit role provided by the external auditors to ensure that
the nature and scope of such professional services does not change in a manner that could be perceived as impacting on the
external auditor’s independence;
›reviewing the nature and scope of professional audit services proposed to be provided by firms other than the external auditor
and approving or declining their use in light of the requirement for external auditor independence; and
›reviewing and approving or declining any proposed employment by the Company or its subsidiaries of any former audit partner or
audit manager.
The Audit and Risk Committee receives an annual confirmation from the external auditor as to their independence from the Company.
The external auditor regularly meets with the Committee (including meetings without management present) and attends the
Company’s Annual Shareholders’ Meeting where the lead audit partner is available to answer questions from shareholders.
Internal audit
The Audit and Risk Committee is responsible for the integrity and effectiveness of the Company’s internal audit function. The Company
has an internal audit team that performs assurance and compliance reviews across the Company’s operations as part of an annual
programme of work agreed with the Audit and Risk Committee. While the internal audit function has historically focussed on loss-
prevention and fraud, it also carries out reviews of the wider control environment within the Company.
Statement of corporate governance (continued)
for the 52 week period ended 25 February 2019
Principle 8 – Shareholder rights & relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to
engage with the issuer.”
Shareholder communication
The board places importance on effective shareholder communication. Half year and annual reports are published each year and
posted on the Company’s website, together with quarterly sales releases, profiles of directors and key members of management, key
governance documents and copies of investor presentations. From time to time the board may communicate with shareholders outside
this regular reporting regime.
Shareholders are provided with the option of receiving communications from the Company electronically.
Consistent with best practice and of the Company’s continuous disclosure obligations under the NZX Listing Rules, external
communications that may contain market sensitive data are released through NZX and ASX in the first instance. Further
communication is encouraged with press releases through mainstream media. The board formally reviews its proceedings at the
conclusion of each meeting to determine whether there may be a requirement for a disclosure announcement.
Shareholder meetings
Shareholder attendance at annual meetings is encouraged and the board allows extensive shareholder debate on all matters affecting
the Company. The Company complies with its obligations under the Companies Act 1993 and the NZX Listing Rules in relation to
obtaining shareholder approval for major decisions/actions that may change the nature of the company shareholders have invested in.
Notice of the Company’s Annual Shareholders’ Meeting will be available at least 28 working days prior to the date of the meeting.
In accordance with the requirements of Rule 6.1.1 of the new NZX Listing Rules (which the Company must comply with from
1 July 2019), voting at the Annual Shareholders’ Meeting will be carried out by way of a poll on the basis of one share, one vote.
Restaurant Brands New Zealand Limited100
Directors
E K (Ted) van Arkel (Chairman)
Hamish Stevens
José Parés Gutiérrez
Emilio Fullaondo Botella
Registered office
Level 3
Building 7
Central Park
666 Great South Road
Penrose
Auckland 1051
New Zealand
Share registrar
New Zealand
Computershare Investor Services Limited
Level 2
159 Hurstmere Road
Takapuna
Private Bag 92 119
Auckland 1142
New Zealand
T: 64 9 488 8700
E: enquiry@computershare.co.nz
Australia
Computershare Investor Services Limited
Yarra Falls
452 Johnston Street
Abbotsford, VIC 3067
GPO Box 3329
Melbourne, VIC 3001
Australia
T: 1 800 501 366 (within Australia)
T: 61 3 9415 4083
F: 61 3 9473 2500
E: enquiry@computershare.co.nz
Auditors
PricewaterhouseCoopers
Solicitors
Bell Gully
Harmos Horton Lusk
Meredith Connell
Bankers
Westpac Banking Corporation
First Hawaiian Bank
MUFG Bank, Ltd
Contact details
Postal Address:
P O Box 22 749
Otahuhu
Auckland 1640
New Zealand
Telephone: 64 9 525 8700
Fax: 64 9 525 8711
Email: investor@rbd.co.nz
Annual meeting
10 July 2019
Financial year end
2 March 2020
Annual profit announcement
April 2020
Financial calendar
Corporate directory
www.restaurantbrands.co.nz
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.