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Annual Report Provided

Annual Report29 May 2019RBDConsumer Discretionary

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

VerticalStacked
Horizontal CenteredHorizontal Stacked

HorizontalSymbol

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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.

Restaurant Brands New Zealand Limited
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

Restaurant Brands New Zealand Limited
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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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.