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Burger Fuel Worldwide Limited FY19 Annual Report Provided

Annual Report31 July 2019BFGConsumer Discretionary

BURGER FUEL
WORLDWIDE LIMITED

ANNUAL REPORT 2019

CONTENTS PAGE
Annual Report of the Directors 4-5

Independent Auditor’s Report 10-14

Consolidated Statement of Comprehensive Income 17

Consolidated Statement of Financial Position 18

Consolidated Statement of Changes in Equity 19

Consolidated Statement of Cash Flows 20

Notes to the Consolidated Financial Statements 21-61

Shareholder Information 62-66

Corporate Governance 67-68

Directory 69

BURGER FUEL

WORLDWIDE LIMITED

CONSOLIDATED

FINANCIAL

STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

PAGE 4PAGE 5
PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R

Burger Fuel Worldwide Ltd Full Year Results for

the 12 months ended 31st March 2019

Overview - FY19

The Directors of Burger Fuel Worldwide Limited (BFW)

present the audited results for the 12 months to

31 March 2019.

Net Profit after tax for the period was $1,236,341

representing an increase of $1.7M on the previous year.

The Group has no debt, and cash reserves of $5.5M.

BurgerFuel (unaudited) Total System Sales reduced

(2.90%) to $102M on the same period last year. Group

Operating Revenue decreased by (15%) to $21.0M,

however this decline is mainly due to the sale of the

company owned USA store to the Founding Director

Chris Mason in March 2018, as well as some internal

changes. This internal change lowers revenue from our

proprietary product manufacturing operation but will

ensure that this business unit becomes more financially

efficient.

Revenue is largely comprised of sales from our

company owned restaurants, manufacturing and long-

term recurring royalties.

As at 31 March 2019 there were 78 BurgerFuel stores

operating worldwide and 2 single outlets in New

Zealand; one for each of our new concepts; Shake Out®

& Winner Winner®.

BFW results for the period 1 April 2018

to 31 March 2019

31 March

2019

31 March

2018

$000$000

Operating Revenue* 21,02824,774

Operating Expenses**(19,172)(24,809)

Net Profit (Loss) Before Tax1,856(35)

Net Profit (Loss) After Tax***1,236(463)

* Revenue includes; Operating revenue & interest income.

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

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

tax losses. The overseas entities had minimal tax.

The Year To Date And Group Outlook

New Zealand

System sales across New Zealand (56 restaurants)

increased by 2.6% on the previous year. We closed

our last remaining Australian franchised stores in July

& August 2018.

BurgerFuel NZ continues to perform well, although

we did experience less growth than we would

have liked in the period. At this stage we are not

undertaking third party home delivery as over time

we believe it will negatively affect both the brand

and individual store profitability. This decision may

have impacted our growth numbers, however we

remain committed to a no delivery policy at this stage.

There are still some opportunities for new BurgerFuel

stores to open in NZ, but we will only undertake new

openings if we can achieve both the right locations

as well as the accompanying franchisees.

We previously advised the market at the last AGM,

that whilst we remain fully dedicated to supporting

the BurgerFuel brand and driving growth within the

BurgerFuel business, the Group is now also focused

on the development of our other brands, Winner

Winner, the chicken concept purchased by BFW

in December 2017, and Shake Out, the new burger

concept developed in-house. Our first Shake Out

opened in November 2018 at the Smales Farm complex

in Auckland. This new company owned restaurant is

performing well and we are currently preparing to

open more company owned and franchised Shake Out

stores in the current year.

The Winner Winner chicken brand we have been

working on for the past year is now also ready to roll

out. We expect to open new Winner Winner restaurants

in FY20.

The Middle East

The Middle East has been very challenging in recent

years. We continue to face difficulties in those markets.

The UAE, Saudi Arabia and Iraq have all experienced

competitive pressures as well as internal political and

economic issues over the past 2-3 years. In their own

unique way each of these countries remain volatile

to sales which are in general, flat or declining.

The UAE especially, continues to see a significant

slowdown in the retail sector and the competitor

market is becoming even more densely populated,

both of which have been reflected in the slowing

of sales. Our licensees in the Middle East continue

to face disproportionately high rental costs, and

accordingly have already closed a number of stores,

with plans to close more stores that are no longer

financially viable.

ANNUAL REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 MARCH 2019

Our licensed business in Saudi Arabia has continued

to see satisfactory sales, but like our other Middle

Eastern markets, they are also facing high retail rents,

increasing labour costs and staff shortages due to the

changes in work visa requirements. In line with our

other Middle Eastern markets, our partners in Saudi are

also optimising locations, working to reduce overheads

and increase customer reach.

Iraq too, is facing significant challenges, and while the

brand did experience positive traction in this market,

the political and economic climate is now susceptible

to volatility, and this is having an impact on trade.

Only one store is now trading in Iraq and we expect

the situation there to remain as it is, or worsen, which

could mean this single store in Iraq may cease trading.

Overall, and as always, we continue to caution the

market as to the future of the Middle Eastern region

for BurgerFuel. These countries remain uncertain and

we anticipate further declines in our revenue from this

market. That said, we remain committed to supporting

the BurgerFuel business in this region and will continue

working closely with our partners in each country.

United States

In the United States we have one licenced store

in Broad Ripple, Indianapolis, operated by our licensee,

Chris Mason. Whilst the store has experienced a decline

in sales in the past 12 months since opening, Chris

remains focused on his search for an established US

partner. At this stage the US store continues to trade,

and we will update the market if anything changes.

Outlook

Last year we advised the market that BFW was

transforming from a single brand, international

company to a multi-brand New Zealand company.

This transition is going well, and we are pleased that

we have managed to absorb all the costs associated

with this transition, as well as the costs to develop

the new brands and provide an acceptable profit for

FY19. We will continue to focus on the opening of new

restaurants in NZ and we look forward to updating the

market with these new openings as the year progresses.

This change in focus has prompted us to review our

company name, and from the 1st July 2019 we will

be known as Burger Fuel Group Limited, which is more

in line with our future strategy.

As advised on the 15th February 2019, the board has

sought input from KPMG’s Corporate Finance team

to undertake a full strategic options review of the

business and to look at all potential opportunities

for the Group. That review is now underway.

A further matter is the dissolution of the NZAX.

The Group will be migrating to the NZSX main board

and will continue to operate as a publicly listed

company.

On the 28th April 2019 we completed the last tranche

of the BFW share buyback from Franchise Brands.

BFW bought back and cancelled 5,963,355 (or 10%)

shares in total, utilising its cash reserves. The total

number of shares on issue in BFW is now 53,670,195.

The Group is focused on profit and growth, as well

as development in new areas beyond the BurgerFuel

brand. We thank all shareholders for their support,

and we look forward to the year ahead.


Best regards

Josef Roberts

Group CEO

Peter Brook

Chairman

ANNUAL REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 MARCH 2019

PAGE 6PAGE 7
PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R

Total System Sales represent total till sales figures

across the counter for all franchise and company

owned stores. These figures are based on store sales

reported by franchisees to Burger Fuel Limited for

the corresponding financial years, and have not been

independently reviewed or audited by Baker Tilly

Staples Rodway. All figures are taken from till sales and

are up to and including the last day of the calendar

month. These figures are exclusive of GST.

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

for all franchise and company owned stores.

TOTAL SYSTEM SALES

TOTAL (UNAUDITED)

SYSTEM SALES

$102,181,305

2011

NZ$33.0M

2012

NZ$38.1M

2013

NZ$49.3M

2014

NZ$66.2M

2015

NZ$82.8M

2010

NZ$29.9M

2009

NZ$25.9M

2008

NZ$22.5M

2016

NZ$96.5M

2017

NZ$100.3M

2018

NZ$105.2M

2019

NZ$102.2M

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

* 2008 reporting period is 9½ months

BURGER FUEL WORLDWIDE LIMITED

REVENUE AND TRADING HISTORY

REVENUE

LOSS

PROFIT AFTER TAX

2009

NZ$7.5M

(NZ$710,282)

2008*

NZ$4.5M

(NZ$2,149,067)

2010

NZ$8.7M

(NZ$552,983)

2011

NZ$8.3M

NZ$33,513

2012

NZ$9.6M

NZ$708,360

NZ$12.0M

NZ$1,098,294

2013

NZ$14.4M

NZ$400,656

2014

NZ$18.7M

NZ$532,170

2015

NZ$20.3M

(NZ$1,143,655)

2016

NZ$22.3M

NZ$888,948

2017

NZ$24.8M

(NZ$463,062)

2018

NZ$21.0M

2019

NZ$1,236,341

THE BOARD
MARK PIET

CHIEF FINANCIAL OFFICER

Mark is the CFO & Company

Secretary of BurgerFuel and has

been with the company since

2008.

Mark is a chartered accountant

& a member of Chartered

Accountants Australia and New

Zealand.

Prior to joining BurgerFuel, Mark

worked for Deutsche Bank & The

Economist in London.

PETER BROOK

CHAIRMAN

MEMBER - BFW AUDIT

COMMITTEE

Peter has 20 years experience in

the investment banking industry,

retiring in 2000 to pursue his

own business and consultancy

activities.

Peter is presently Chairman of

Trust Investment Management

Ltd and Generate Investment

Management Ltd.

Other Directorships: Argosy

Property Ltd, a Trustee of the

Melanesian Mission Trust Board,

and a number of directorships of

private companies.

ALAN DUNN

INDEPENDENT DIRECTOR

CHAIRMAN - BFW AUDIT

COMMITTEE

Former CEO and Chairman of

McDonald’s NZ from 1993 to

2003. In 2004 Alan became

Chicago based VP Operations,

then Regional VP Nordics and

Managing Director Sweden until

retirement from McDonalds in

2007.

Other Directorships: Z Energy,

NZ Post and a number of

directorships of private

companies.

TYRONE FOLEY

CHIEF OPERATING OFFICER

Tyrone is the group COO and is

responsible for the management

of all departments at Head Office

and daily operations in all markets

around the world.

Tyrone’s previous management

roles have been with McDonald’s

and BP.

JOSEF ROBERTS

GROUP CEO

Josef is the Group CEO and

is responsible for the overall

direction and management of the

business.

Former CEO and founder of Red

Bull Australasia.

PAGE 10PAGE 11
INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF BURGER FUEL WORLDWIDE LIMITED

Report on the Audit of the Consolidated Financial Statements

Opinion

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

(‘the Group’) on pages 17 to 61, which comprise the consolidated statement of financial position as at 31 March

2019, and the consolidated statement of comprehensive income, consolidated statement of changes in equity

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

statements, including significant accounting policies.

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

consolidated financial position of the Group as at 31 March 2019, and its consolidated financial performance

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

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

(‘IFRS’).

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

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

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

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

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

formed.

Basis for Opinion

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

Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the

Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in

accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners

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

Board for Accountants’ Code of Ethics for Professional Accountants (‘IESBA Code’), and we have fulfilled our

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

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

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

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

has not impaired our independence.

Key Audit Matters

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


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

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

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

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

T

:

+64 9 309 0463


F

:

+64 9 309 4544


E

:

auckland@bakertillysr.nz


W

:

www.bakertillysr.nz

Level 9, 45 Queen Street,


Auckland 1010


PO Box 3899, Auckland 1140


New Zealand

Key Audit Matter

How our audit addressed the key audit matter

Goodwill

As disclosed in Note 14 of the Group’s consolidated

financial statements the Group has goodwill of

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

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

significant to our audit due to the size of the assets

and the subjectivity, complexity and uncertainty

inherent in the measurement of the recoverable

amount of the CGU’s for the purpose of the

required annual impairment test. The measurement


of a CGU’s recoverable amount includes the

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

Management has completed the annual impairment

test for each of the CGUs as at 31 March 2019.

Our audit procedures among others included:


Evaluating Management’s determination of the

Group’s CGUs based on our understanding of the

nature of the Group’s business and the economic

environment in which the segments operate.

We also analysed the internal reporting of the

Group to assess how the CGUs are monitored and

reported.


Challenging Management’s assumptions and

estimates used to determine the recoverable

value of its indefinite life intangible assets,

including those relating to forecast revenue, cost,

capital expenditure, discount rates, by adjusting

for future events and corroborating the key

market related assumptions to external data.

Procedures included:


Evaluating the logic of the value-in-use

calculations supporting Management’s annual

impairment test and testing the mathematical

accuracy of these calculations;


Evaluating Management’s process regarding

the preparation and review of forecasts;


Comparing forecasts to Board approved

forecasts;


Evaluating the historical accuracy of the

Group’s forecasting to actual historical

performance;


Evaluating the forecast growth assumptions;


Evaluating the inputs to the calculation of the

discount rates applied;


Engaging our own internal valuation experts to

assess the reasonableness of the discount rates

applied;


Evaluating Management’s sensitivity analysis

for reasonably possible changes in key

assumptions;


Performing our own sensitivity analysis

for reasonably possible changes in key

assumptions, the two main assumptions

being: the discount rate and forecast growth

assumptions (during both the forecast and

terminal periods); and


Evaluating the related disclosures about

indefinite life intangible assets which are

included in Note 14 in the Group’s consolidated

financial statements.

PAGE 12PAGE 13
Key Audit Matter

How our audit addressed the key audit matter

Revenue Recognition


The Group’s three largest revenue streams are

revenue from the sale of goods $8,687,830,

royalties of $5,938,200 and advertising fees


of $3,854,686. On 1 April 2018, the Group

adopted NZ IFRS 15

Revenue from Contracts

with Customers

(‘NZ IFRS 15’). As described

in Note 4, Management have assessed the

impact of adoption on the Group’s recognition

of revenue for each of the Group’s sources of

revenue.

Management have concluded that:


With respect to the sale of goods, revenue is

recognised when the performance obligation

is satisfied, being the point of sale;


With respect to franchise and master licence

fees, revenue is recognised as the performance

obligation is satisfied, being the term of the

franchise or master licence agreement, and


With respect to royalties and advertising fees,

revenue is recognised when the performance

obligation is satisfied, being point of sale of

goods to the franchisees’ customer.

Management has concluded that the adoption

of NZ IFRS 15 has only materially affected the

recognition of franchise and master licence

fees and an adjustment to Opening Retained

Earnings was made on adoption.

The recognition of revenue was significant to our

audit due to the significant judgements made

by Management in relation to the timing and

amount of revenue to be recognised together

with the impact of the adoption of NZ IFRS 15.

Our audit procedures among others included:


Evaluating the design and operating effectiveness

of the key controls over the integrity, accuracy

and completeness of the sales information

provided to the Group by individual franchisees.


Evaluating and challenging Management

assessment of the impact of adopting NZ IFRS 15

including:


Identification of the contracts with customers;


Identification of the performance obligations in

the contracts with customers;


Determination of the transaction price;


Allocation of the transaction price to each

performance obligation; and


Recognition of revenue when each performance

obligation has been satisfied.


Reviewing a sample of franchise and master

licencing agreements to ensure Management’s

conclusions with regards to the adoption of NZ

IFRS 15 are in line with our understanding.


Testing Management’s calculation of the contract

liability relating to franchise and master licencing

revenue as a result of the adoption of NZ IFRS 15.


Agreeing the percentage of sales due from

the Group’s individual franchisees as royalties

and advertising fees to the relevant franchisee

agreement on a sample basis.


Testing the mathematical accuracy of the

royalties and advertising fee calculation

undertaken by Management on a sample basis.


Evaluating the disclosures made in Note 4 of the

Group’s consolidated financial statements relating

to the adoption of NZ IFRS 15.


Evaluating the disclosures made in Note 5 in the

Group’s consolidated financial statements relating

to the Group’s material categories of revenue.


Other Information

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

included in the Group’s annual report for the year ended 31 March 2019 (but does not include the consolidated

financial statements and our auditor’s report thereon).

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

express any form of audit opinion or assurance conclusion thereon.

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

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

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

misstated.

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

information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of the Directors for the Consolidated Financial Statements

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

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

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

material misstatement, whether due to fraud or error.

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

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

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

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

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

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

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

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

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

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

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

financial statements.

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

scepticism throughout the audit. We also:


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

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

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

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

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

PAGE 14

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

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

effectiveness of the Group’s internal control.


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

and related disclosures made by Management.


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

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

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

conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to

the related disclosures in the consolidated financial statements or, if such disclosures are inadequate,

to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our

auditor’s report. However, future events or conditions may cause the Group to cease to continue as a

going concern.


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

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

transactions and events in a manner that achieves fair presentation.


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

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

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

responsible for our audit opinion.

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

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

during our audit.

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

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

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

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

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

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

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

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

expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is N S de Frere.

BAKER TILLY STAPLES RODWAY AUCKLAND

Auckland, New Zealand

31 July 2019

PAGE 15

PAGE 17
THE FINANCIALS

CONSOLIDATED STATEMENT

OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2019

20192018

Note$$

Revenue520,899,91524,689,154

Operating Expenses6(18,408,971)(24,152,919)

Profit before Interest, Taxation, Depreciation

and Amortisation2,490,944 536,235

Depreciation11(577,343)(535,327)

Amortisation14(174,648)(117,876)

(751,991)(653,203)

Profit / (Loss) before Interest and Taxation 1,738,953(116,968)

Interest Income127,75185,052

Interest Expense(10,925)(3,550)

116,82681,502

Profit / (Loss) before Taxation1,855,779(35,466)

Income Tax Expense7(619,438)(427,596)

Net Profit / (Loss) attributable to shareholders1,236,341 (463,062)

Other comprehensive income:

Items that may be reclassified subsequently

to profit or loss:

Movement in Foreign Currency Translation Reserve20(52,968)34,107

Total comprehensive income 1,183,373(428,955)

Basic Earnings per Share (cents)252.18(0.78)

Diluted Earnings per Share (cents)252.18(0.78)

The attached notes form part of these financial statements

BURGER FUEL WORLDWIDE LIMITED ANNUAL REPORT 2019

PAGE 18PAGE 19
PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R

20192018

Shareholders’ equityNote$$

Contributed equity1814,087,49816,034,443

Retained earnings19(2,541,498)(2,336,651)

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

Other reserves20(324,083)(271,115)

10,998,485 13,203,245

Current assets

Cash and cash equivalents175,503,4736,300,878

Trade and other receivables93,021,2343,030,807

Inventories10621,6181,078,848

Loans13170,900133,000

9,317,22510,543,533

Non-current assets

Property, plant and equipment112,538,7022,387,128

Deferred tax asset7715,959188,180

Intangible assets142,544,7882,525,189

5,799,4495,100,497

Total Assets15,116,67415,644,030

Current liabilities

Trade and other payables151,498,4491,656,880

Contract Liability15263,215-

Income tax payable152,013448,650

Provisions16414,631298,405

2,328,3082,403,935

Non-current liabilities

Contract Liability151,751,831-

Provisions1638,05036,850

1,789,88136,850

Total liabilities4,118,1892,440,785

Net assets10,998,48513,203,245

Net tangible assets per share ($ per share)300.140.18

For and on behalf of the board who approved these financial statements for issue on 31st July 2019.

DirectorDirector

The attached notes form part of these financial statements

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

AS AT 31 MARCH 2019

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2019

2019

Contributed

Equity

Foreign

Currency

Translation

Reserve

IPO

Capital

Costs

Retained

EarningsTotal Equity

Note$$$$$

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

Impact of Changes in Accounting

Policies4---(1,441,188)(1,441,188)

Balance as at 1 April 201816,034,443(271,115)(223,432)(3,777,839)11,762,057

Buy Back and cancellation of Ordinary

Shares(1,946,945)---(1,946,945)

Movement in foreign currency

translation reserve recognised in other

comprehensive income-(52,968)--(52,968)

Net Profit for the year ended 31 March

2019---1,236,341 1,236,341

Total comprehensive income-(52,968)-1,236,341 1,183,373

Balance as at 31 March 201914,087,498(324,083)(223,432)(2,541,498) 10,998,485

2018

Contributed

Equity

Foreign

Currency

Translation

Reserve

IPO

Capital

Costs

Retained

EarningsTotal Equity

Note$$$$$

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

Movement in foreign currency

translation reserve recognised in other

comprehensive income-34,107--34,107

Net Loss for the year ended 31 March

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

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

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

The attached notes form part of these financial statements

PAGE 20PAGE 21
PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R

20192018

Cash flows from operating activities Note$$

Cash was provided from:

Receipts from customers20,849,47424,088,728

Interest received127,75185,052

Goods and services tax received / (paid)13,867(15,957)

20,991,09224,157,823

Cash was applied to:

Payments to suppliers & employees(17,908,340)(23,225,822)

Interest paid(10,925)(3,550)

Taxes paid(883,146)(97,507)

(18,802,411)(23,326,879)

Net cash flows provided from operating activities262,188,681830,9443

Cash flows from investing activities

Cash was provided from:

Repayments from suppliers & staff138,711-

Sale of property, plant and equipment 76,7941,176,152

85,5051,176,152

Cash was applied to:

Acquisition of intangible assets14(194,247)(219,090)

Advances to supplier and staff13(46,611)-

Acquisition of property, plant & equipment11(870,799)(1,898,729)

Share buyback & cancellation18(1,946,945)-

(3,058,602)(2,117,819)

Net cash flows applied to investing activities2,973,097(941,667)

Net movement in cash and cash equivalents(784,416)(110,723)

Exchange gains / (loss) on cash and cash equivalents(12,989)(1,294)

Opening cash and cash equivalents6,300,8786,412,895

Closing cash and cash equivalents175,503,4736,300,878

CONSOLIDATED STATEMENT

OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2019

The attached notes form part of these financial statements

1) REPORTING ENTITIES AND STATUTORY BASE

Burger Fuel Worldwide Limited is a Company registered

under the Companies Act 1993 and is listed with the

New Zealand Alternative Stock Exchange (NZAX). The

Company is a Financial Markets Conduct (FMC) reporting

entity for the purposes of the Financial Markets Conduct

Act 2013 and its financial statements comply with that Act.

The financial statements presented are those of Burger

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

owned subsidiaries is listed in note 12 of the financial

statements.

The Group operates as a franchisor of gourmet burger

and chicken restaurants and is a for-profit oriented entity,

incorporated and domiciled in New Zealand.

2) BASIS OF PREPARATION

Statement of Compliance

The financial statements have been prepared in

accordance with New Zealand Generally Accepted

Accounting Practice (“NZ GAAP”) and the requirements

of the Companies Act 1993, the Financial Reporting Act

2013 and the Financial Markets Conduct Act 2013. They

comply with the New Zealand equivalents to International

Financial Reporting Standards (“NZ IFRS”), and other

applicable Financial Reporting Standards as appropriate

for, for-profit oriented entities. For the purposes of

complying with NZ GAAP, the Group is a Tier 1 for-profit

entity as defined in the XRB’s Accounting Standards

Framework. These financial statements also comply with

International Financial Reporting Standards (“IFRS”).

These financial statements are presented in New Zealand

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

and they have been rounded to the nearest dollar.

The financial statements were approved by the Board of

Directors on the date set out on page 18 of the Annual

Report.

Basis of Measurement

These financial statements have been prepared under the

historical cost convention, as modified by the revaluation

of certain assets and liabilities in specific accounting

policies below.

Use of Estimates and Judgements

The preparation of financial statements in conformity with

NZ IFRS requires management to make estimates and

assumptions that affect the reported amounts of assets

and liabilities at the date of the financial statements and

the reported amounts of revenues and expenses during

the year. Actual results could differ from those estimates.

The principal areas of judgments in preparing these

financial statements are set out below:

Impairment of Receivables

The Group maintains an allowance for estimated losses

expected to arise from customers being unable to make

required payments. This allowance takes into account

known commercial factors impacting specific customer

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

debtors’ portfolio. In assessing the allowance, factors such

as past collection history, the age of receivable balances,

the level of activity in customer accounts, as well as

general, macro-economic trends, are taken into account.

The impairment of receivables is detailed in note 9 of the

financial statements.

Accounting for Income Tax

Preparation of the annual financial statements requires

management to make estimates as to, amongst other

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

the availability of losses to be carried forward and the

amount of foreign tax credits it will receive in each of the

jurisdictions it operates in.

Deferred tax assets are recognised for deductible

temporary differences and unused tax losses (where

applicable) only to the extent that it is probable that

future taxable amounts will be available to utilise those

temporary differences and losses. Actual results may

differ from these estimates as a result of reassessment by

management or taxation authorities. Refer to note 7 for

additional information on accounting for income tax.

Impairment of Goodwill

The Group reviews Goodwill for indicators of impairment

at least on an annual basis. This requires an estimation

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

the Goodwill are allocated. Estimating the fair value

amount requires management to make an estimate of the

expected future cash flows from the cash-generating unit

in the forecasted period and also to determine a suitable

discount rate in order to calculate the present value of

those cash flows. The Group’s longer term forecasts

are subject to a higher level of uncertainty as it mostly

depends on consumer spending, market conditions and

level of competition. For additional information on the

impairment test, reference is made to note 14.1 - Intangible

Assets.

3) SPECIFIC ACCOUNTING POLICIES

The following is a summary of specific accounting policies

adopted by the Group in the preparation of the financial

statements that materially affect the measurement

of financial performance, cash flows and the financial

position.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

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PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R

3) SPECIFIC ACCOUNTING POLICIES (CONTINUED)

a) Basis of consolidation

Subsidiaries

Subsidiaries are all entities over which the Group has

control. The Group controls an entity when the Group

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

its involvement with the entity and has the ability to

affect those returns through its power over the entity.

Subsidiaries are fully consolidated from the date on

which control is transferred to the Group. They are

deconsolidated from the date that control ceases.

The Group uses the acquisition method of accounting

to account for business combinations. The consideration

transferred for the acquisition of a subsidiary is the fair

values of the assets transferred, the liabilities incurred and

the equity interests issued by the Group. The consideration

transferred includes the fair value of any asset or liability

resulting from a contingent consideration arrangement.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent

liabilities assumed in a business combination are measured

initially at their fair values at the acquisition date.

Inter-company transactions, balances and unrealised gains

on transactions between Group companies are eliminated.

Unrealised losses are also eliminated. Accounting policies

of subsidiaries have been changed where necessary to

ensure consistency with the policies adopted by the

Group.

b) Revenue recognition

Accounting policy applied after 1 April 2018

Revenue arises mainly from the sale of food and beverage

products from our fast-casual stores that the Group owns

directly and from franchise and royalty arrangements that

is has in place with franchise holders both in New Zealand

and offshore.

To determine whether to recognise revenue, the Group

follows a 5-step process:

1. Identifying the contract with a customer

2. Identifying the performance obligations

3. Determining the transaction price

4. Allocating the transaction price to the performance

obligations

5. Recognising revenue when and as its performance

obligation(s) are satisfied.

Revenue is recognised either at a point in time or over

time, when (or as) the Group satisfies performance

obligations by transferring the promised goods or services

to its customers.

The transaction price for a contract excludes any amounts

collected on behalf of third parties.

The Group recognises contract liabilities for consideration

received in respect of unsatisfied performance obligations

and reports these amounts as other liabilities in the

statement of financial position

Sale of goods

The Group is in the business of providing fast-casual food

solutions to its customers and franchisees. Revenue from

contracts with customers is recognised when control of

the goods or services is transferred to the customer or

franchisee at an amount that reflects the consideration to

which the Group expects to be entitled in exchange for

those goods or services. The Group has concluded that

it is the principal in its revenue arrangements, because it

controls the goods or services before transferring them to

the customer.

Management has determined the performance obligation

to deliver the food & proprietary products is completed

when control of goods passes to customer, revenue is

recognised at this time.

Franchise fees

The Group recognises revenue derived from its franchise

operations in New Zealand on a straight-line basis over

a period of time that the franchise agreement is in place,

which is generally 10 years. This is the period of time over

which the performance obligation is satisfied. Payment is

received upfront upon signing the franchise contract.

The transaction price includes a variable price

consideration for the possible transfer of franchise rights.

This is unknown until and if the transaction is completed.

Given the high uncertainty of this transfer, the transaction

price for franchise contract is not adjusted for these

transferred franchise rights.

Royalties from Franchises and Master Licencing

Arrangements (MLAs)

The Group recognises revenue derived from its Franchises

and MLAs at a point in time, based on sales that are

reported back to Company on a monthly basis for sales

that occurred in that month. Payment is received on a

monthly basis.

Training fees

In accordance with NZ IFRS 15, the Group recognises

revenue from training over time as each 12-week training

course is provided to the new operators of franchises.

Payment is received upfront when the new operator signs

a franchise agreement.

Advertising revenue

The Group recognises advertising revenue derived from its

Franchises and MLAs at a point in time, based on sales

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

3) SPECIFIC ACCOUNTING POLICIES (CONTINUED)

that are reported back to Company on a monthly basis for

sales that occurred in that month. Payment is received on

a monthly basis.

Property management fees

The Group recognises revenue from property

management services over time which is 12 months.

Other revenue

Other revenue includes incentives, bonuses and rebates

received by the Group from its suppliers in relation to

volume of goods and services that have been purchased

by franchise holders. Rebate revenue is recognised when

the sale of the underlying asset is completed. Other

revenues are recognised when reliable estimates of the

amounts due to the Group are deemed to be highly

probable.

Significant financing components

Using the practical expedient in NZ IFRS 15, the Group

does not adjust the promised amount of consideration

for the effects of a significant financing component if it

expects, at contract inception, the period between the

transfer of the promised good or service to the customer

and when the customer pays for that good or service will

be one year or less.

Accounting policies applied prior to 1 April 2018

Revenue arises from the sale of goods and the rendering

of services. It is measured by reference to the fair value of

consideration received or receivable, excluding sales taxes,

rebates, and trade discounts.

The Group applies the revenue recognition criteria set

out below to each separately identifiable component

of the sales transaction to reflect the substance of the

transaction. The consideration received from any multiple-

component transactions are allocated to the separately

identifiable component in proportion to its relative fair

value.

Sale of goods

Revenue from the sale of goods is measured at the fair

value of the consideration received or receivable, net of

returns, allowances and discounts. Revenue is recognised

when the significant risks and rewards of ownership

have been transferred to the buyer, recovery of the

consideration is probable, the associated costs of possible

return of goods can be estimated reliably and there is no

continuing management involvement with the goods.

Franchise Fees

Franchise fees (incorporating fees from Master License

Agreements) for the provision of continuing services,

whether part of the initial fee or a separate fee, are

recognised as revenue as the services are rendered. Fees

charged for the use of continuing rights granted by the

agreement, or for other services provided during the

period of the agreement are recognised as revenue as the

services are provided or the rights used.

Royalties

Royalty income is recorded when it is probable that

economic benefits will flow to the entity and amounts

can be reliably measured. It is calculated on an accruals

basis in accordance with the substance of the Franchise or

Master Licence Agreement.

Training Fees

Training fee income is recognised as the twelve-week

training course is provided to the new operator.

Advertising Income

Advertising income is recognised when it is probable that

economic benefits will flow to the entity and amounts

can be reliably measured. It is calculated on an accruals

basis in accordance with the substance of the Franchise or

Master Licence Agreement.

Property Management Fees

Property management fees are recognised as a one-off

annual fee.

Other Income

All other income is recognised when significant risks and

rewards have been transferred to the buyer, there is loss

of effective control by the seller and the amount and costs

can be reliably measured. It includes rebates, incentives

and bonus payments received from suppliers.

c) Accounts receivable

Accounting policies applied prior to 1 April 2018

Accounts receivable are recognised at fair value and

subsequently measured at amortised cost using the

effective interest method, less any allowance for

impairment. Significant financial difficulties of the debtor,

probability that the debtor will enter into bankruptcy,

or financial reorganisation and default or delinquency in

payment (more than 30 days overdue) are considered

objective evidence of impairment. Bad debts are written

off during the period in which they are identified. If

these debts are subsequently collected, then a gain is

recognised in profit or loss. Provisions are calculated using

the expected credit loss model. This is the calculation

of the expected shortfalls in contractual cash flows,

considering the potential for default at any point during

the life of the receivable. The expected loss is determined

at the difference between the carrying value and the

expected recoverable amount.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

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PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R

3) SPECIFIC ACCOUNTING POLICIES (CONTINUED)

Accounting policy applied after 1 April 2018

Trade receivables and contract assets

The Group makes use of a simplified approach in

accounting for trade receivables as well as contract assets

and records the loss allowance as lifetime expected credit

losses. These are the expected shortfalls in contractual

cash flows, considering the potential for default at

any point during the life of the financial instrument. In

calculating, the Group uses its historical experience,

external indicators and forward-looking information to

calculate the expected credit losses.

The Group assesses the impairment of all its trade

receivables on a specific, rather than a collective basis.

If a trade receivable is considered credit impaired (e.g.

the customer has failed to meet payments as due) the

expected loss is determined at the difference between the

carrying value and the expected recoverable amount.

Management has assessed the information available and

concluded that no provision for expected credit losses was

identified.

d) Inventories

Inventories are stated at the lower of cost and net

realisable value after due consideration for excess and

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

principle and includes expenditure incurred in acquiring

the inventories and bringing them to their existing

condition and location. Net realisable value is the

estimated selling price in the ordinary course of business,

less estimated selling expenses.

e) Financial instruments

Accounting policy applied after 1 April 2018

Recognition and derecognition

Financial assets and financial liabilities are recognised

when the Group becomes a party to the contractual

provisions of the financial instrument.

Financial assets are derecognised when the contractual

rights to the cash flows from the financial assets expire, or

when the financial asset and substantially all the risks and

rewards are transferred. A financial liability is derecognised

when it is extinguished, discharged, cancelled or expires.

Classification and initial measurement of financial assets

Except for those trade receivables that do not contain

a significant financing component and are measured at

the transaction price in accordance with NZ IFRS 15, all

financial assets are initially measured at fair value adjusted

for transaction costs (where applicable).

Financial assets, other than those designated and effective

as hedging instruments, are classified into the following

categories:

• amortised cost

• fair value through profit or loss (FVTPL)

• fair value through other comprehensive income

(FVOCI).

The classification is determined by both:

• the entity’s business model for managing the financial

asset

• the contractual cash flow characteristics of the

financial asset.

All revenue and expenses relating to financial assets

that are recognised in profit or loss are presented within

finance costs, finance income or other financial items,

except for impairment of trade receivables which is

presented within impairment gains (losses) of financial

assets in profit or loss.

Subsequent measurement of financial assets

Financial assets at amortised cost

Financial assets are measured at amortised cost if

the assets meet the following conditions (and are not

designated as FVTPL):

• they are held within a business model whose

objective is to hold the financial assets and collect its

contractual cash flows

• the contractual terms of the financial assets give rise

to cash flows that are solely payments of principal

and interest on the principal amount outstanding.

After initial recognition, these are measured at amortised

cost using the effective interest method. Discounting is

omitted where the effect of discounting is immaterial.

The Group’s cash and cash equivalents, trade and most

other receivables that fall into this category of financial

instruments were previously classified as loans and

receivables under NZ IAS 39. There has been no change in

the carrying amounts due to this reclassification under NZ

IFRS 9. These financial assets are classified at amortised

cost as the Group intends to hold them and collect

contractual cash flows.

Financial assets at fair value through profit or loss

(FVTPL)

Financial assets that are held within a different business

model than ‘hold to collect’ or ‘hold to collect and sell’,

and financial assets whose contractual cash flows are not

solely payments of principal and interest are accounted

for at FVTPL. All derivative financial instruments fall into

this category, except for those designated and effective

as hedging instruments, for which the hedge accounting

requirements apply (see overleaf).

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

3) SPECIFIC ACCOUNTING POLICIES (CONTINUED)

This category also contains any equity investment not

designated at FVOCI on initial recognition, but the Group

did not have any equity investments during the reporting

period ended 31 March 2019.

Assets in this category are measured at fair value with

gains or losses recognised in profit or loss. The fair

values of financial assets in this category are determined

by reference to active market transactions or using a

valuation technique where no active market exists.

The Group had no financial assets that fell into this

category during the year ended 31 March 2019.

Financial assets at fair value through other

comprehensive income (FVOCI)

On initial recognition, the Group may make an irrevocable

election (on an instrument by instrument basis) to

designate investments in equity instruments as at

FVTOCI. Designation at FVTOCI is not permitted if the

equity investment is held for trading or if it is contingent

consideration recognised by an acquirer in a business

combination.

A financial asset is held for trading if:

• it has been acquired principally for the purpose

of selling it in the near term; or

• on initial recognition it is part of a portfolio

of identified financial instruments that the Group

manages together and has evidence of a recent actual

pattern of short-term profit-taking; or

• it is a derivative (except for a derivative that is a

financial guarantee contract or a designated and

effective hedging instrument).

Investments in equity instruments at FVTOCI are

initially measured at fair value plus transaction costs.

Subsequently, they are measured at fair value with gains

and losses arising from changes in fair value recognised

in other comprehensive income and accumulated in the

investment’s revaluation reserve. The cumulative gain or

loss is not be reclassified to profit or loss on disposal of

the equity investments, instead, it is transferred to retained

earnings.

Dividends on these investments in equity instruments are

recognised in profit or loss in accordance with IFRS 9,

unless the dividends clearly represent a recovery of part

of the cost of the investment.

The Group has no financial assets measured at FVTOCI.


Impairment of financial assets

The Group recognises a loss allowance for expected credit

losses on investments in financial assets that are measured

at amortised cost and contract assets. The amount of

expected credit losses is updated at each reporting date

to reflect changes in credit risk since initial recognition

of the respective financial instrument.

The Group recognises lifetime ECL for trade receivables

and contract assets. The expected credit losses on these

financial assets are estimated using a provision matrix

based on the Group’s historical credit loss experience,

adjusted for factors that are specific to the debtors,

general economic conditions and an assessment of both

the current as well as the forecast direction of conditions

at the reporting date, including time value of money where

appropriate.

For all other financial instruments, the Group recognises

lifetime ECL when there has been a significant increase

in credit risk since initial recognition. However, if the

credit risk on the financial instrument has not increased

significantly since initial recognition, the Group measures

the loss allowance for that financial instrument at an

amount equal to 12-month ECL.

Lifetime ECL represents the expected credit losses

that will result from all possible default events over the

expected life of a financial instrument. In contrast,

12-month ECL represents the portion of lifetime ECL that

is expected to result from default events on a financial

instrument that are possible within 12 months after the

reporting date.

(i) Significant increase in credit risk

In assessing whether the credit risk on a financial

instrument has increased significantly since initial

recognition, the Group compares the risk of a default

occurring on the financial instrument at the reporting

date with the risk of a default occurring on the financial

instrument at the date of initial recognition. In making

this assessment, the Group considers both quantitative

and qualitative information that is reasonable and

supportable, including historical experience and

forward-looking information that is available without

undue cost or effort.

The nature of the Group’s trade receivables means

there is little or no updated credit risk information that

is routinely obtained and monitored on an individual

instrument until a customer breaches the contractual

terms.

Irrespective of the outcome of the above assessment,

the Group presumes that the credit risk on a financial

asset has increased significantly since initial recognition

when contractual payments are more than 30 days past

due, unless the Group has reasonable and supportable

information that demonstrates otherwise.

The Group regularly monitors the effectiveness of

the criteria used to identify whether there has been a

significant increase in credit risk and revises them as

appropriate to ensure that the criteria are capable of

PAGE 26PAGE 27
PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R

3) SPECIFIC ACCOUNTING POLICIES (CONTINUED)

identifying significant increase in credit risk before the

amount becomes past due.

(ii) Definition of default

The Group considers that default has occurred when a

financial asset is more than 90 days past due unless the

Group has reasonable and supportable information to

demonstrate that a more appropriate default criterion

is required.

(iii) Credit-impaired financial assets

A financial asset is credit-impaired when one or more

events that have a detrimental impact on the estimated

future cash flows of that financial asset have occurred.

Evidence that a financial asset is credit-impaired

includes observable data about the following events:

a. significant financial difficulty of the borrower;

b. a breach of contract, such as a default or past due

event (see (ii) above); and

c. it is becoming probable that the borrower will

enter bankruptcy or other financial reorganisation.

(iv) Write off policy

The Group writes off a financial asset when there is

information indicating that the borrower is in severe

financial difficulty and there is no realistic prospect

of recovery, e.g. when the borrower has been placed

under liquidation or has entered into bankruptcy

proceedings. Financial assets written off may still be

subject to enforcement activities under the Group’s

recovery procedures, taking into account legal advice

where appropriate. Any recoveries made are recognised

in profit or loss.

v) Measurement and recognition of expected credit

losses

The measurement of expected credit losses is a

function of the probability of default, loss given default

(i.e. the magnitude of the loss if there is a default)

and the exposure at default. The assessment of the

probability of default and loss given default is based on

historical data adjusted by forward-looking information

as described above.

As for the exposure at default, for financial assets, this

is represented by the assets’ gross carrying amount at

the reporting date.

For financial assets, the expected credit loss is

estimated as the difference between all contractual

cash flows that are due to the Group in accordance

with the contract and all the cash flows that the

Group expects to receive, discounted at the original

effective interest rate. If the Group has measured the

loss allowance for a financial instrument at an amount

equal to lifetime ECL in the previous reporting period,

but determines at the current reporting date that the

conditions for lifetime ECL are no longer met, the

Group measures the loss allowance at an amount equal

to 12-month ECL at the current reporting date, except

for assets for which simplified approach was used.


The Group recognises an impairment gain or loss

in profit or loss for all financial instruments with

a corresponding adjustment to their carrying amount

through a loss allowance account.

The implementation of IFRS 9 has not resulted in any

changes to the Group’s impairment of financial assets.

Loans Receivable at amortised cost

The Group records loans receivable for loans to suppliers

and employees. The Group records these at amortised

cost using the effective interest method and assess

these loans for impairment under the expected credit

loss model, using 12 months expected losses. This

is appropriate as management have assessed each

counterparty as having a low risk of default and a strong

capacity to meet their contractual cash flow obligations in

the near term.

Derivative financial instruments and hedge accounting

The Group has not used any derivative instruments to

manage its financial risks and it has not entered into any

hedging arrangements during the reporting period ended

31 March 2019.

Financial Liabilities

These amounts represent unsecured liabilities for goods

and services provided to the Group prior to the end of the

financial year which are unpaid. Other financial liabilities

are recognised initially at fair value and subsequently

measured at amortised cost using the effective interest

method. The Group’s other financial liabilities are trade

and other payables, and these are usually paid within

30 days. There has been no change to classification or

measurement under IFRS 9.

Accounting policies applied prior to 1 April 2018

The Group was required to classify all its financial

instruments into one of the following four categories:

loans and receivables, held to maturity investments,

available for sale financial assets or fair value through

profit or loss. Management determined the classification

on initial recognition and re-evaluated this designation

at every reporting date. At 31 March 2018 all of the Group’s

financial assets were classified as loans and receivables

and all its financial liabilities were accounted for at

amortised cost.

Loans and Receivables

Loans and receivables are non-derivative financial assets

with fixed or determinable payments that are not quoted

in an active market. Loans and receivables are initially

recognised at fair value plus transaction costs and are

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

3) SPECIFIC ACCOUNTING POLICIES (CONTINUED)

thereafter carried at amortised cost using the effective

interest method. Loans and receivables are derecognised

when the rights to receive cash flows from them have

expired or have been transferred and the Group has

transferred substantially all the risks and rewards of

ownership. The Group assesses at each balance date

whether there is objective evidence that a financial asset

or a group of financial assets is impaired.

Financial Liabilities

These amounts represent unsecured liabilities for goods

and services provided to the Group prior to the end of the

financial year which are unpaid. Other financial liabilities

are recognised initially at fair value and subsequently

measured at amortised cost using the effective interest

method. The Group’s other financial liabilities are trade

and other payables, and these are usually paid within 30

days.

Derivatives and hedging activities

The Group has not used any derivative instruments to

manage its financial risks and it has not entered into any

hedging arrangements during the reporting period ended

31 March 2018.

f) Share Capital

Ordinary Shares

Incremental costs directly attributable to the issue of

ordinary shares and share options are recognised as

a deduction from equity.

g) Finance Income and Expense

For all financial instruments measured at amortised cost,

interest income and expense is recorded at the effective

interest rate.

h) Property, Plant and Equipment

Recognition and Measurement

Items of property, plant and equipment are measured at

cost less accumulated depreciation and impairment losses.

Cost includes expenditures that are directly attributable to

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

assets includes the cost of materials and direct labour,

any other costs directly attributable to bringing the asset

to a working condition for its intended use, and the costs

of dismantling and removing the items and restoring the

site on which they are located. Purchased software that

is integral to the functionality of the related equipment is

capitalised as part of that equipment.

When parts of an item of property, plant and equipment

have different useful lives, they are accounted for as

separate items (major components) of property, plant and

equipment.

Subsequent Costs

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

and equipment is recognised in the carrying amount of

the item if it is probable that the future economic benefits

embodied within the part will flow to the Group and its

cost can be measured reliably. The costs of the day-

to-day servicing of property, plant and equipment are

recognised in profit and loss as incurred.

Property, plant and equipment are stated at cost less

accumulated depreciation. The following depreciation

rates have been used:

Motor Vehicles 16% - 36% diminishing value &

straight line (USA)

Leasehold Improvements 9% - 26.4% diminishing value

& straight line (USA)

Information Technology 33% - 67% diminishing value &

straight line (USA)

Furniture & Fittings 10% - 80.4% diminishing value

& straight line (USA)

Kitchen Equipment 13% - 39.6% diminishing value

& straight line (USA)

Office Equipment 10% - 60% diminishing value &

straight line (USA)

Where an asset is disposed of, the gain or loss recognised

in the Statement of Comprehensive Income is calculated

as the difference between the sale price and the carrying

amount of the asset.

i) Leased Assets

Operating Leases

Operating lease payments are recognised as an expense in

the periods the amounts are payable in the Statement of

Comprehensive Income on a straight line basis.

j) Intangible Assets

The Group’s intangible assets have finite useful lives

with the exception of Goodwill and are stated at cost

less accumulated amortisation. The intangible assets are

amortised in the Statement of Comprehensive Income on

a straight line basis over the period during which benefits

are expected to be derived, which is up to 10 years. Where

there has been an impairment in the value, the balance

has been written off in the Statement of Comprehensive

Income.

Subsequent expenditure is capitalised only when it

increases the future economic benefits embodied in the

intangible asset to which it relates. All other expenditure

is recognised in the Statement of Comprehensive Income

when incurred.

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3) SPECIFIC ACCOUNTING POLICIES (CONTINUED)

As part of a business combination, an acquirer may

acquire a right that it had previously granted to the

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

or unrecognised assets. An example of such rights

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

franchise agreement. A reacquired right is an identifiable

intangible asset that the acquirer recognises separately

from goodwill. Reacquired rights are initially valued at the

present value of the expected future cash flows, which is

subsequently used as cost and amortised on a straight-line

basis over its useful life, being the remaining contractual

period without considering contractual extension

possibilities, but not exceeding 10 years.

k) Employee Benefits

Short-term Benefits

Short-term employee benefit obligations are measured

on an undiscounted basis and are expensed as the related

service is provided.

A provision is recognised for the amount expected to be

paid under short-term cash bonus or profit-sharing plans if

the Group has a present legal or constructive obligation to

pay this amount as a result of past service provided by the

employee and the obligation can be estimated reliably.

The Group pays contributions to superannuation plans,

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

no further payment obligations once the contributions

have been paid. The contributions are recognised as an

employee benefit expense when they are due. Prepaid

contributions are recognised as an asset to the extent

that a cash refund or a reduction in the future payments is

available.

l) Taxation

Income tax expense comprises current and deferred tax.

Current and deferred tax are recognised as an expense

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

items that are recognised outside profit or loss (whether

in other comprehensive income or directly in equity), in

which case the tax is also recognised outside profit or loss.

Current tax is the expected tax payable on the taxable

income for the year, using tax rates enacted or

substantively enacted at the reporting date, and any

adjustment to tax payable in respect of previous years.

Deferred tax is provided using the liability method,

providing for temporary differences between the carrying

amounts of assets and liabilities for financial reporting

purposes and the amounts used for taxation purposes.

Temporary differences are not provided for the initial

recognition of assets or liabilities that affect neither

accounting nor taxable profit. The amount of deferred tax

provided is based on the expected manner of realisation

or settlement of the carrying amounts of assets and

liabilities, using tax rates enacted or substantively enacted

at the balance date. A deferred tax asset is recognised

only to the extent that it is probable that future taxable

profits will be available against which the asset can be

utilised. Deferred tax assets are reduced to the extent that

it is no longer probable that the related tax benefit will be

realised.

m) Goods and Services Tax (GST) & Value Added Tax

(VAT)

The Statement of Comprehensive Income and Cash Flows

has been prepared so that all components are stated

exclusive of GST and VAT. All items in the Statement of

Financial Position are stated net of GST and VAT, with the

exception of receivables and payables, which include GST

and VAT invoiced. The operations of the Group comprise

both exempt and non-exempt supplies for GST and VAT

purposes.

n) Foreign Currency

Foreign Currency Transactions

Transactions in foreign currencies are translated into the

functional currencies of the entities within the Group at

exchange rates at the date of the transactions. Monetary

assets and liabilities denominated in foreign currencies

at the reporting date are retranslated to the functional

currency at the exchange rate at that date. The foreign

currency gain or loss on monetary items is the difference

between amortised cost in the functional currency at the

beginning of the period, adjusted for effective interest

and payments during the period, and the amortised cost

in foreign currency translated at the exchange rate at the

end of the period. Foreign currency differences arising on

retranslation are recognised in the profit or loss.

Foreign Operations

The assets and liabilities of foreign operations are

translated to New Zealand dollars at exchange rates at

the reporting date. The revenue and expenses of foreign

operations are translated to New Zealand dollars at the

average exchange rates for the period where this rate

approximates the rate at the date of the transaction.

Foreign currency differences are recognised in the Foreign

Currency Translation Reserve (FCTR). When a foreign

operation is disposed of, in part or in full, the relevant

amount in the FCTR is transferred to the Statement of

Comprehensive Income.

o) Statement of Cash Flows

Cash and cash equivalents comprise cash at bank and

call deposits. Investing activities comprise the purchase

and sale of fixed assets, acquisition of a subsidiary and

intangible assets along with any funding made available or

repaid from franchisees. Financing activities comprise any

changes in equity and debt and the payment of dividends

(if any). Operating activities include all transactions and

other events that are not investing or financing activities.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

3) SPECIFIC ACCOUNTING POLICIES (CONTINUED)

p) Earnings and Net Tangible Assets Per Share

The Group presents basic and diluted Earnings Per Share

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

by dividing the profit or loss attributable to ordinary

shareholders of the Group by the weighted average

number of shares outstanding during the year. Diluted EPS

is calculated by adjusting the profit or loss attributable to

ordinary shareholders and the weighted average number

of ordinary shares outstanding for the effects of all dilutive

potential ordinary shares, which includes share options

granted to employees.

The Group also presents Net Tangible Assets Per Share

for its ordinary shares and it is calculated by dividing the

net tangible assets of the Group by the number of shares

outstanding at the end of the year.

q) Segment Reporting

Operating segments have been identified based on the

information provided to the chief operating decision

maker; being the Board of Directors.

The Group operates in four operating segments – these

consist of the following geographical locations, New

Zealand, Australia, United States of America and the

Middle East.

There have been no changes from prior years in the

measurement methods used to determine reported

segment profit or loss.

r) Goodwill

Goodwill represents the future economic benefits arising

from a business combination that are not individually

identified and separately recognised. Goodwill is carried

at cost less accumulated impairment losses. Refer to Note

14.1 for a description of impairment testing procedures.

s) Impairment Testing of Goodwill, Other Intangible

Assets and Non-financial Assets

Impairment assessment purposes, assets are grouped at

the lowest levels for which there are largely independent

cash inflows (cash-generating units). As a result, some

assets are tested individually for impairment and some are

tested at cash-generating unit level. Goodwill is allocated

to those cash-generating units that are expected to

benefit from synergies of the related business combination

and represent the lowest level within the Group at which

management monitors goodwill.

Cash-generating units to which goodwill has been

allocated (determined by the Group’s management as

equivalent to its operating segments) are tested for

impairment at least annually. All other individual assets or

cash-generating units are tested for impairment whenever

events or changes in circumstances indicate that the

carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which

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

exceeds its recoverable amount, which is the higher of fair

value less costs to sell and value-in-use. To determine the

value-in-use, management estimates expected future cash

flows from each cash-generating unit and determines a

suitable interest rate in order to calculate the present value

of those cash flows.

The data used for impairment testing procedures are

directly linked to the Group’s latest approved budget,

adjusted as necessary to exclude the effects of future

reorganisations and asset enhancements. Discount factors

are determined individually for each cash-generating unit

and reflect management’s assessment of respective risk

profiles, such as market and asset-specific risks factors.

The carrying amounts of the Group’s non-financial

assets, other than inventories and deferred tax assets are

reviewed at each reporting date to determine whether

there is any indication of impairment. If any such

indication exists then the asset’s recoverable amount is

estimated.

An impairment loss is recognised if the carrying amount

of an asset exceeds its recoverable amount. Impairment

losses are recognised in the Statement of Comprehensive

Income.

Impairment losses for cash-generating units reduce

first the carrying amount of any Goodwill allocated to

that cash-generating unit. Any remaining impairment

loss is charged pro rata to the other assets in the cash-

generating unit. With the exception of Goodwill, all

assets are subsequently reassessed for indications that

an impairment loss previously recognised may no longer

exist. An impairment charge is reversed if the cash-

generating unit’s recoverable amount exceeds its carrying

amount.

4) NEW STANDARDS ADOPTED AND NEW

STANDARDS AND INTERPRETATIONS NOT

ADOPTED

(a) New Standards adopted as at 1 April 2018

NZ IFRS 15 Revenue from Contracts with Customers

NZ IFRS 15 Revenue from Contracts with Customers

and the related Clarifications to IFRS 15 Revenue from

Contracts with Customers (NZ IFRS 15) replace NZ IAS

18 Revenue (NZ IAS 18), NZ IAS 11 Construction Contracts

(NZ IAS 11), and several revenue-related interpretations.

The new standard has been applied retrospectively

without restatement, with the cumulative effect of initial

application recognised as an adjustment to the opening

balance of retained earnings at 1 April 2018. In accordance

with the transition guidance, NZ IFRS 15 has only been

applied to contracts that are incomplete as at 1 April 2018.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

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4) NEW STANDARDS ADOPTED AND NEW

STANDARDS AND INTERPRETATIONS NOT

ADOPTED (CONTINUED)

The adoption of NZ IFRS 15 has mainly affected the

following areas:

• Franchising fees

• Master licensing agreement fees

Franchise Agreement fees

Under NZ IAS 18 Revenue, revenue from the sale of

franchises in New Zealand for the right to operate for 10

years was recognised when the contracts between the

Group and franchisees and had been signed. Revenue

arising from this source was recognised in full at that

point in time when the contract was signed as the Group

determined that it had no further obligations to fulfil under

the agreement, requiring it to defer revenue.

However, with the revenue recognition model changing

from a risk and rewards determination to one of control,

NZ IFRS 15 requires franchise fees to be recognised on

a systematic (i.e. straight line) basis over the life of the

franchise agreement, in line with the satisfaction of the

Group’s performance obligations, that is, the granting of

franchise rights. As a result, some of the revenue that had

previously been recognised under NZ IAS 18 needs to be

written back and released on a straight-line basis over the

remaining life of the outstanding contract periods.

Master Licensing Agreement (MLA) fees

Under NZ IAS 18 Revenue, revenue from signing of an

MLA for the right to operate for 20 years in a particular

country was recognised when the MLAs had been signed.

Revenue arising from this source was recognised in full

at that point in time when the contract was signed as the

Group determined that it had no further obligations to

fulfil under the agreement, requiring it to defer revenue.

Similar to franchise fees, the MLA amounts received in

cash at the time of signing the agreement, under NZ IFRS

15 are now required to be recognised over a period of time,

in line with the satisfaction of the Group’s performance

obligations, that is, the granting of licence rights.

On the date of initial application of NZ IFRS 15 on 1 April

2018, the impact to retained earnings of the Group

is as follows:

Impact Area Retained Earnings Effect


Franchising fees 1,138,106

Master Licence fees 863,789

IFRS 15 Tax adjustment (560,707)

Total 1,441,188

NZ IFRS 9 Financial Instruments

NZ IFRS 9 Financial Instruments (NZ IFRS 9) replaces

NZ IAS 39 Financial Instruments: Recognition and

Measurement (NZ IAS 39). It makes major changes to the

previous guidance on the classification and measurement

of financial assets and introduces an ‘expected credit loss’

model for the impairment of financial assets.

It also considers accounting for derivatives and hedge

accounting arrangements, neither of which have been

used by the Group.

When adopting NZ IFRS 9, the Group applied transitional

relief that is provided for in this standard and opted

not to restate prior periods. Differences arising from

the adoption of NZ IFRS 9 in relation to classification,

measurement and impairment have been recognised in

retained earnings on the date of initial application, 1 April

2018. The Group’s trade and other receivables, loans

receivable and investments in financial assets measured

at amortised cost, are affected by applying NZ IFRS 9’s

expected credit loss model. Contract assets arising from

NZ IFRS 15 are also affected by applying NZ IFRS 9’s

expected credit loss model however the Group did not

have any of these financial assets on the date of initial

application.

The adoption of NZ IFRS 9 has not impacted the

classification and measurement of financial assets or

the Group’s decision not to use hedge accounting. It has

however, had an impact on the way impairment losses

have been calculated, although this has not resulted in

any quantitative change to the amount of impairment

determined.

From 1 April 2018, NZ IFRS 9 and NZ IFRS 15 have been

adopted, without restating comparative information.

The impact of the new standards has been recognised

in the opening balance sheet of 1 April 2018. The table

below summarises the adjustments recognised for each

individual account. Accounts that were not affected by

the changes have not been included.

31 March

2018 as

originally

presented

1 April

2018

IFRS 9

adjustments

1 April

2018

IFRS 15

adjustments

1 April 2018

restated

Contract

Liabilities--(2,001,895)(2,001,895)

Deferred

Tax Asset188,180- 560,707748,887

Retained

Earnings13,203,245-(1,441,188)11,762,057

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

4) NEW STANDARDS ADOPTED AND NEW

STANDARDS AND INTERPRETATIONS NOT

ADOPTED (CONTINUED)

(b) New Standards approved but not yet adopted

NZ IFRS 16 – Leases (effective date from 1 April 2019)

NZ IFRS 16 sets out the principles for the recognition,

measurement, presentation and disclosure of leases. It

provides much improved transparency and comparability

of the Groups’ lease assets and lease liabilities for investors

and other users of general purpose financial statements

and applies to all Tier 1 and Tier 2 for-profit reporting

entities, and is effective for annual periods beginning on or

after 1 January 2019.

The Standard eliminates the classification of leases as

either operating leases or finance leases. Instead, there is

a single lessee model which requires a lessee to recognise

on its statement of financial position assets and liabilities

for all leases with a term of more than 12 months, unless

the underlying asset is of low value.

NZ IFRS 16 will significantly impact the Group’s Statement

of Financial Position as they hold the head leases on all

the New Zealand franchised and Company owned stores.

In addition to the head office & warehouse leases, the

Group at 31 March 2019 holds the head leases on all 56

Burger Fuel stores in New Zealand with 53 of these being

franchised stores. The value of the leases that will be

capitalised in the Group’s Statement of Financial Position

at 1 April 2019 is currently estimated to be $30.7M.

The BFW occupied leases

The Group will be recognising an estimated $7.2M right

of use asset and an offsetting lease liability as at 1 April

2019 for the current occupied leases. These current

occupied leases will be amortised to the Statement of

Comprehensive Income over the expected lease term of

the underlying right of use assets as depreciation expense,

estimated to be $0.6M per annum.

The BFW non - occupied leases

The Group will be recognising an estimated $23.5M lease

receivable and offsetting lease liability as at 1 April 2019 for

the current non-occupied leases that have been licenced

to the franchisees on the same terms. These current

non-occupied leases will be recognised in the Statement

of Comprehensive Income as interest income & interest

expense over the term of the lease. This is estimated

to be an expense of $1.3M per annum in FY20 but will

be negated with a lease income entry in the financial

statements to recognise the fact that the leased premises

have been licenced to the franchisees.

The right of use asset & lease liability amount is calculated

to the lease expiry together with periods covered by

an option to extend, if the Group is reasonably certain

to exercise that option. The Group’s operating lease

commitments as at 31 March 2019 are set out in Note 22.

The indicative impacts of implementing NZ IFRS 16 are as

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

Initial recognition and measurement:

• Initial measurement of the right of use (‘ROU’) assets

(occupied leases) and lease receivable (non-occupied

leases) would include the initial present value of the

lease liability, the initial direct costs, prepayments

made to lessor, less any lease incentives received from

the lessor and restoration, removal and dismantling

costs; and

• Recognition of a lease liability, which would reflect

the initial measurement of the present value of lease

payments, including reasonably certain renewals. The

lease payments are discounted using the Group’s

incremental borrowing rate.

• Reduction of rent expense in the Statement of

Comprehensive Income of an estimated $760K.

Subsequent measurement:

• ROU asset: Depreciate the ROU asset based on

NZ IAS 16 ‘Property, plant and equipment’ and

impairment test using NZ IAS 36 ‘Impairment of

Assets’;

• Lease receivable: Accrete receivable based on the

effective interest method, using a discount rate

determined at lease commencement (as long as a

reassessment and a change in the discount rate have

not occurred) and reduce the receivable by payments

made and the Lease liability: Accrete liability based

on the effective interest method, using a discount rate

determined at lease commencement (as long as a

reassessment and a change in the discount rate have

not occurred) and reduce the liability by payments

made.

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

financial statements and will be dependent on the leases

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

ended 31 March 2020. The following is an estimate of the

impact on the fiscal year 2020 financial statements.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

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Occupied LeasesNon-Occupied LeasesTotal Leases

Right of use asset$7,225,814-$7,225,814

Lease Receivable-$23,479,443$23,479,443

Lease Liability($7,225,814)($23,479,443)($30,705,257)

---

Depreciation $614,454-$614,454

Interest Expense$408,748$1,328,178$1,736,926

Interest Income -($1,328,178)($1,328,178)

1,023,202-1,023,202

5) REVENUE

20192018

$$

Sale of Goods8,687,83012,616,536

Franchising Fees361,480495,000

Training Fees30,00015,000

Royalties5,938,2006,007,718

Advertising Fees3,854,6863,872,596

Property Management Fees55,00055,000

Gain on Sale of Fixed Assets 7,576-

Foreign Exchange Gains / (Losses) 40,791(42,290)

Other Income1,924,3521,669,594

20,899,91524,689,154

4) NEW STANDARDS ADOPTED AND NEW STANDARDS

AND INTERPRETATIONS NOT ADOPTED (CONTINUED)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

6) EXPENSES

20192018

$$

Operating expenses include:

Cost of Sales3,690,8706,327,304

Rental and Operating Lease Costs760,2851,011,274

Loss on Disposal of Property, Plant and Equipment73,477190,547

Loss on Disposal of US Entity (refer Note 31)-880,846

Directors’ Fees (refer Note 24)120,000120,000

Wages and Salaries4,687,6725,149,328

Contributions to a defined contribution plan159,275161,099

Key management personnel costs: (refer Note 24)

- Salary and other short-term benefits2,680,4162,694,584

Auditors’ remuneration – Audit Services – Baker Tilly Staples

Rodway:

- Audit of Financial Statements

88,72184,870

- Tax and other compliance services35,76619,208

Other Operating Expenses 3,031,8753,326,541

Provision for Doubtful Debts (refer Note 9)(31,709)129,417

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

Advertising Expenditure3,112,3233,892,396

18,408,97124,152,919

The above key management personnel costs include remuneration of the Group Chief Executive and the members

of the executive team.

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7) INCOME TAX

20192018

$$

Taxation expense is represented by:

Current Tax652,366520,811

Deferred Tax(32,928)(93,215)

619,438427,596

Profit / (Loss) before income tax expense1,855,779(35,466)

Timing differences & non-deductible expenses:

50% entertainment50,89661,337

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

Non-deductible expenditure189,955-

Depreciation & Amortisation33,83212,513

IFRS 15 Adjustment24,854-

Accruals34,76312,301

Prepayments(18,854)4,429

Make good provision1,2001,200

Holiday pay not paid out within 63 days114,660(20,036)

Deemed Income relating to closure of US operations-724,518

Provision for Doubtful Debts(31,709)129,417

US Depreciation-(25,278)

Other -(2,004)

399,597(250,107)

Taxable Profit / (Loss)2,255,376(285,573)

Profit / (Loss) made by Australian and US Entities(103,354)2,862,866

Non-taxable Middle East Income(14,984)(912,287)

Tax Losses utilised--

Net Taxable Profit2,137,0381,665,006

Taxation at the company’s effective tax rate598,371466,202

Deferred tax movement P&L(32,928)(93,215)

Under Provision of Prior Period53,99554,609

Total income tax expense per statement of comprehensive income619,438427,596

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

20192018

Reconciliation of deferred tax asset:$$

Deferred tax on temporary differences

Opening balance 188,18094,965

Over provision of prior period(51,244)14,223

Opening IFRS 15 adjustment560,707-

Brand Asset(26,133)-

Provision for employee benefits32,105(5,610)

Provisions for make good336336

Allowance for impaired assets(8,879)70,000

Depreciation9,4733,504

Accruals9,73412,112

Deferred revenue6,959-

Prepayments(5,279)(1,350)

715,959188,180

Opening Balance188,18094,965

Charged to profit or loss18,31678,992

Opening adjustment to retained earnings for IFRS 15560,707-

Over provision of prior period(51,244)14,223

Closing Balance715,959188,180

The Group has $3,627,539 of unrecognised losses to be carried forward (2018: $4,032,111). The potential benefit

of these losses is $952,832 (2018: $1,128,991) which has not been recognised in the financial statements. The losses

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

The Group has recognised a deferred tax asset of $715,959 (2018: $188,180) with respect to other temporary

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

to be utilised.

The weighted average tax rate of the Group is effectively 28% based on earnings in NZ, USA and Australia (2018: 28%

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

USA and Australia, in which the Group earns taxable income.

7) INCOME TAX (CONTINUED)

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8) IMPUTATION CREDITS

20192018

$$

Opening balance641,321644,468

Add

Provisional tax paid798,995-

Terminal tax paid-30,784

Resident withholding tax22,92825,747

821,92356,531

Deduct

Income tax refund received-(59,678)

-(59,678)

Closing balance1,463,244641,321

9) TRADE AND OTHER RECEIVABLES

20192018

$$

Trade receivables2,235,5092,267,456

Allowance for impaired assets(218,291)(250,000)

2,017,2182,017,456

Trade receivables – USA licence (refer Note 24)261,000261,000

Trade receivables – USA store sale (refer Note 24)609,000609,000

Prepayments104,99770,977

Sundry receivables29,01972,374

3,021,2343,030,807

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

Dirhams and they comprise 48.1% of the trade receivables (2018: 44.9%) The total receivables impaired for the 2019

financial year are $218,291 (2018: $250,000).

The impairment relates to unpaid royalties & marketing levies from the Middle East. This has been individually assessed

by management & the directors in relation to collectability.

To apply the requirements of NZ IFRS 9, the Group has also assessed the expected credit loss of the remaining trade and

other receivables by assessing historic credit losses, current market conditions, and other factors affecting future cash

flows. Management has determined that no further impairment is required under the expected credit loss model as the

calculated loss rates are nil.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Impairment provision movement:

20192018

$$

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

Provision Reversed99,902-

Additional Provisions(68,193)(129,417)

Closing Balance(218,291)(250,000)

10) INVENTORIES

20192018

$$

Ingredients170,846198,328

Finished Goods450,772880,520

Total Inventory621,6181,078,848

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

year ended 31 march 2018, $165,505 of obsolete signage was written off.

9) TRADE AND OTHER RECEIVABLES (CONTINUED)

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FOR THE YEAR ENDED 31 MARCH 2019

11) PROPERTY, PLANT & EQUIPMENT

2019Motor

vehicles

Office

equipment

Furniture &

fittingsIT

$$$$

Cost

Balance 1 April 2018952,001108,8511,229,6361,245,953

Additions28,660735123,060226,478

Disposals(21,505)(486)(34,247)(22,994)

Cost at 31 March 2019959,156109,1001,318,4491,449,437

Depreciation and impairment losses

Balance 1 April 2018745,40374,714726,355963,255

Depreciation for the year60,6836,409123,710196,170

Foreign exchange impact(691)--(122)

Balance 31 March 2019805,39581,123850,0651,159,303

Net Book Value

Balance 1 April 2018206,59834,137503,281282,698

Depreciation for the year(60,683)(6,409)(123,710)(196,170)

Additions28,660735123,060226,478

Disposals(21,505)(486)(34,247)(22,994)

Foreign exchange impact691--122

Net Book Value at 31 March 2019153,76127,977468,384290,134

2019

Kitchen

equipment

Leasehold

improvementsTotal

$$$

Cost

Balance 1 April 2018711,0131,672,5975,920,051

Additions214,476277,390870,799

Disposals(63,463)-(142,695)

Cost at 31 March 2019862,0261,949,9876,648,155

Depreciation and impairment losses

Balance 1 April 2018329,313693,8833,532,923

Depreciation for the year78,853111,518577,343

Foreign exchange impact--(813)

Balance 31 March 2019408,166805,4014,109,453

-

Net Book Value453,860

Balance 1 April 2018381,700978,7142,387,128

Depreciation for the year(78,853)(111,518)(577,343)

Additions214,476277,390870,799

Disposals(63,463)-(142,695)

Foreign exchange impact--813

Net Book Value at 31 March 2019453,8601,144,5862,538,702

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

11) PROPERTY, PLANT & EQUIPMENT (CONTINUED)

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2018Motor

vehicles

Office

equipment

Furniture &

fittingsIT

$$$$

Cost

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

Additions157,6631,715437,177284,637

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

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

Depreciation and impairment losses

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

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

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

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

Net Book Value

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

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

Additions157,6631,715437,177284,637

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

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

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

11) PROPERTY, PLANT & EQUIPMENT (CONTINUED)

2018

Kitchen

equipment

Leasehold

improvementsTotal

$$$

Cost

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

Additions434,726582,8111,898,729

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

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

Depreciation and impairment losses

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

Depreciation for the year59,221110,735535,327

Foreign exchange impact7621,4726,889

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

-

Net Book Value453,860

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

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

Additions434,726582,8111,898,729

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

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

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

The gain on sale recorded in the Statement of Comprehensive Income was $7,576 (2018: Nil), relating to the sale

of motor vehicles.

In 2018 all the assets in Australia were written off or sold to the New Zealand entity and the US entity BF Indiana Two LLC

was sold to the Founding Director. (Refer note 31 for additional information on the US entity sale).

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

11) PROPERTY, PLANT & EQUIPMENT (CONTINUED)

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Subsidiary CompaniesCountry of IncorporationInterest Held 2019Interest Held 2018

BF Lease Company LimitedNew Zealand100%100%

BF Lease Company No 1 LimitedNew Zealand100%100%

BF Lease Company No 2 LimitedNew Zealand100%100%

BF Lease Company No 3 LimitedNew Zealand100%100%

BF Lease Company No 4 LimitedNew Zealand100%100%

BF Lease Company No 5 LimitedNew Zealand100%100%

BF Lease Company No 6 LimitedNew Zealand100%100%

BF Lease Company No 7 LimitedNew Zealand100%100%

BF Lease Company No 8 LimitedNew Zealand100%100%

BF Lease Company No 9 LimitedNew Zealand100%100%

BF Lease Company No 10 LimitedNew Zealand100%100%

BF Lease Company No 11 LimitedNew Zealand100%100%

BF Lease Company No 12 LimitedNew Zealand100%100%

BF Lease Company No 13 LimitedNew Zealand100%100%

BF Lease Company No 14 LimitedNew Zealand100%100%

BF Lease Company No 15 LimitedNew Zealand100%100%

BF Lease Company No 16 LimitedNew Zealand100%100%

BF Lease Company No 17 LimitedNew Zealand100%100%

BF Lease Company No 18 LimitedNew Zealand100%100%

BF Lease Company No 19 LimitedNew Zealand100%100%

BF Lease Company No 20 LimitedNew Zealand100%100%

BF Lease Company No 21 LimitedNew Zealand100%100%

BF Lease Company No 22 LimitedNew Zealand100%100%

BF Lease Company No 23 LimitedNew Zealand100%100%

BF Lease Company No 24 LimitedNew Zealand100%100%

BF Lease Company No 25 LimitedNew Zealand100%100%

BF Lease Company No 26 LimitedNew Zealand100%100%

BF Lease Company No 27 LimitedNew Zealand100%100%

BF Lease Company No 28 LimitedNew Zealand100%100%

BF Lease Company No 29 LimitedNew Zealand100%100%

BF Lease Company No 30 LimitedNew Zealand100%100%

BF Lease Company No 31 LimitedNew Zealand100%100%

BF Lease Company No 32 LimitedNew Zealand100%100%

12) INVESTMENT IN SUBSIDIARIES

The Parent Company’s investment in the subsidiaries comprises shares at cost.

All subsidiaries have a 31 March balance date.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Subsidiary CompaniesCountry of IncorporationInterest Held 2019Interest Held 2018

BF Lease Company No 33 LimitedNew Zealand100%100%

BF Lease Company No 34 LimitedNew Zealand100%100%

BF Lease Company No 35 LimitedNew Zealand100%100%

BF Lease Company No 36 LimitedNew Zealand100%100%

BF Lease Company No 37 LimitedNew Zealand100%100%

BF Lease Company No 38 LimitedNew Zealand100%100%

BF Lease Company No 39 LimitedNew Zealand100%100%

BF Lease Company No 40 LimitedNew Zealand100%100%

BF Lease Company No 41 LimitedNew Zealand100%100%

BF Lease Company No 42 LimitedNew Zealand100%100%

BF Lease Company No 43 LimitedNew Zealand100%100%

BF Lease Company No 44 LimitedNew Zealand100%100%

BF Lease Company No 45 LimitedNew Zealand100%100%

BF Lease Company No 46 LimitedNew Zealand100%100%

BF Lease Company No 47 LimitedNew Zealand100%100%

BF Lease Company No 48 LimitedNew Zealand100%100%

BF Lease Company No 49 LimitedNew Zealand100%100%

BF Lease Company No 50 LimitedNew Zealand100%100%

Burger Fuel (Dubai) NZ LimitedNew Zealand100%100%

Burger Fuel (ME) DMCCDubai100%100%

Burger Fuel International LimitedNew Zealand100%100%

Burger Fuel (Australia) Pty LimitedNew Zealand100%100%

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

Burger Fuel International Management

LimitedNew Zealand100%100%

Burger Fuel LimitedNew Zealand100%100%

BurgerFuel Henderson LimitedNew Zealand100%100%

Burger Fuel Takapuna LimitedNew Zealand100%100%

Winner Winner LimitedNew Zealand100%100%

Shake Out LimitedNew Zealand100%100%

Concept Brands LimitedNew Zealand100%-

Burger Fuel Pty Limited (formerly

Kincro Holdings Pty Limited)Australia100%100%

Burger Fuel Australia Pty LimitedAustralia100%100%

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

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

12) INVESTMENT IN SUBSIDIARIES (CONTINUED)

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The principal activities of the subsidiaries are:

Burger Fuel Limited – Franchise systems – gourmet burger restaurants.

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

Franchise Agreements.

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

Master Franchise Agreements.

Burger Fuel (Australia) Pty Limited – Non trading.

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

Burger Fuel Australia Pty Limited – Non trading.

Burger Fuel Pty Limited – Administration and sauce manufacturing.

Burger Fuel (ME) DMCC – Dubai based trading company

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

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

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

Burger Fuel (USA) Inc. – Non trading.

Burger Fuel (USA) Management Inc. – USA Management Company.

Winner Winner Limited – Non trading.

Shake Out Limited – New Zealand based company trading as restaurant.

Concept Brands Limited - Franchise systems – Shake Out and Winner Winner brands.

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

12) INVESTMENT IN SUBSIDIARIES (CONTINUED)

13) LOANS

20192018

$$

Loans to Third Parties

Advance to Supplier157,606133,000

Advances to staff13,294-

Impairment provision--

170,900133,000

Total Loans170,900133,000

Current170,900133,000

Non-current--

170,900133,000


Advances to suppliers and staff

The advance to a supplier is to assist ilabb Limited with the stock holding of the BurgerFuel uniforms.

The loan is interest bearing 3% (2018: 3%), secured over the uniform inventory and is repayable on demand.

Two advances to staff have been made during the year that are unsecured, interest bearing (0% & 5%)

and are payable in regular instalments.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

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2019Key

Money

Brand

AssetsGoodwill

Reacquired

Rights

Domain

NamePatent

Trade

MarksTotal

$$$$$$$$

Cost

Balance 1 April 201890,000100,0001,639,279250,76062,30536,127949,2683,127,739

Acquisitions-121,333--13,40845959,047194,247

Balance at 31 March 201990,000221,3331,639,279250,76075,71336,5861,008,3153,321,986

Amortisation

Balance 1 April 201884,9572,917-27,86254,55724,166408,091602,550

Current year amortisation4,65513,639-27,86220,1932,817105,482174,648

Balance 31 March 201989,61216,556-55,72474,75026,983513,573777,198


Net Book Value

Balance 1 April 20185,04397,0831,639,279222,8987,74811,961541,1772,525,189

Additions-121,333--13,40845959,047194,247

Amortisation(4,655)(13,639)-(27,862)(20,193)(2,817)(105,482)(174,648)

Net Book Value at 31

March 2019388204,7771,639,279195,0369639,603494,7422,544,788

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

As disclosed in Note 29 The Group purchased the “Winner Winner” brand in December 2017

14) INTANGIBLE ASSETS

14.1) Impairment testing

Impairment

The goodwill of the Takapuna and Henderson stores have been impairment tested. Based on the impairment testing

results, no impairment loss on Goodwill is recorded in the 2019 financial year (2018: Nil). In assessing impairment,

management estimates the recoverable amount of each asset or cash-generating unit based on expected future cash

flows and uses an interest rate to discount to present values. Estimation uncertainty relates to assumptions about

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

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

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

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

2018Key

Money

Brand

AssetsGoodwill

Reacquired

Rights

Domain

NamePatent

Trade

MarksTotal

$$$$$$$$

Cost

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

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

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

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

90,000100,0001,639,279250,76062,30536,127949,2683,127,739

Amortisation

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

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

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

Net Book Value

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

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

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

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

Net Book Value at 31

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

14) INTANGIBLE ASSETS (CONTINUED)

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20192018

$$

New Zealand Retail – Henderson Store701,427701,427

New Zealand Retail – Takapuna Store937,852937,852

Goodwill allocation at 31 March1,639,2791,639,279

Growth RatesDiscount Rates

2019201820192018

New Zealand Retail – Henderson Store2.0%2.0%11%9.8%

New Zealand Retail – Takapuna Store2.0%2.0%11%9.8%

The reacquired rights will be amortised over the life of the franchise agreement at the time of purchase being 9.5 years.

14.2) Growth rates

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

publicly available).

14.3) Discount rates

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

14.4) Cash flow assumptions

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

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

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

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

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

and have concluded that there has been no indication of impairment loss in Goodwill value. An increase of 2% in

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

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

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

estimates.

The present value of the expected cash flows of each segment is determined by applying a suitable discount rate.

14) INTANGIBLE ASSETS (CONTINUED)

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

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

using the growth rates determined by management.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

20192018

$$

Trade payables1,190,1851,317,169

Payroll liabilities6,30486,127

GST payable197,134183,266

Accrued expenses104,82670,318

1,489,4491,656,880

Payables denominated in currencies other than the presentation currency comprise 0.5% of the trade payables

(2018: 2.3%).

Current Contract Liability 263,215-

Non-Current Contract Liability 1,751,831-

2,015,046-

Contract LiabilityFranchise Fees MLA Total

Opening adjustment for adoption of IFRS 151,138,736863,1592,001,895

Current year revenue recognised – IFRS 15 Adjustment(183,484)(60,663)(244,147)

Franchise fees booked to Balance Sheet in FY19269,000-269,000

Revenue recognised – Franchise fees(11,702)-(11,702)

Balance 31 March 20191,212,550802,4962,015,046

20192018

$$

Store Closure Provision

Opening balance36,85035,650

Provisions made during the year1,2001,200

Provisions used during the year--

38,05036,850

15) TRADE AND OTHER PAYABLES AND CONTRACT LIABILITIES

The contract liability amount as at the 31 March 2018 is the balance of the existing franchise and MLA fees spread

over the life of the agreement which is typically 10 & 20 years in length, respectively. The remaining balance was

recognised in opening retained earnings.

Any new franchise or MLA fees after 1 April 2018 are booked onto the balance sheet and are unwound to revenue over

the life of the agreement.

16) PROVISIONS

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Holiday Pay Provision20192018

Opening balance298,405337,023

Provisions made during the year178,349(13,424)

Provisions used during the year(62,123)(25,194)

414,631298,405

Total Provisions452,681335,255

Current414,631298,405

Non-current 38,05036,850

Total Provisions452,681335,255

Store Closure Provision

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

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

Holiday Pay Provision

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

part of their employment, which is accrued throughout the year

17) CASH AND CASH EQUIVALENTS

20192018

$$

Cash at bank3,344,7953,695,192

Cash on deposit2,158,6782,605,686

5,503,4736,300,878

At balance date there is $20,000 (2018: $20,000) in restricted cash for bonds issued to the NZX.

Refer note 22 for further information.

18) CONTRIBUTED EQUITY

Number of SharesShare Capital

2019201820192018

$$

Opening ordinary shares on issue 59,633,55059,633,55016,034,44316,034,443

Share buyback and cancellation(5,250,408)-(1,946,945)-

Authorised & issued ordinary shares on issue at 31 March54,383,14259,633,55014,087,49816,034,443

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

Contributed Equity13,864,06615,811,011

16) PROVISIONS (CONTINUED)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

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

2007. The Company has 54,383,142 authorised and fully paid ordinary shares on issue. All shares have equal voting

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

No Dividends were paid in the 2019 financial year (2018: NIL).

5,250,408 BFW Shares were purchased (and cancelled) from Franchise Brands LLC during the 2019 financial year.

This occurred in four separate tranches with the fifth and final tranche of 712,947 to be settled on 28 April 2019. No

shares were issued or cancelled during the 2018 financial year.

19) RETAINED EARNINGS

20192018

$$

Retained Earnings / (Accumulated Losses)

Closing Balance 31 March 2018(2,336,651)(1,873,589)

Effect of changes in accounting policies resulting from the

adoption of IFRS 15 & IFRS 9 (Note 4)(1,441,188)-

Opening Balance 1 April 2018(3,777,839)(1,873,589)

Net surplus / (Deficit) for the year1,236,341(463,062)

Closing Balance(2,541,498)(2,336,651)

20) OTHER RESERVES

20192018

$$

Foreign Currency Translation Reserve

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

Movements(52,968)34,107

Closing Balance(324,083)(271,115)

Nature and Purpose of Reserves:

Foreign Currency Translation Reserve

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

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

released to profit or loss upon disposal of these subsidiaries.

18) CONTRIBUTED EQUITY (CONTINUED)

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20192018

$$

Financial Assets

Cash5,503,4736,300,878

Loans (Current)170,900133,000

Trade Receivables2,887,2182,887,456

Sundry Receivables29,01972,375

8,590,6109,393,709

Other Financial Liabilities

Trade Payables1,498,4491,656,880

21) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Categories of Financial Instruments

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Financial risk management objectives

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

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

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

risk, liquidity risk and cash flow interest rate risk

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

mitigate risk exposures.

Market risk

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

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

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

Foreign currency risk management

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

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

and transfers funds when foreign exchange rates are favourable.

Foreign currency sensitivity analysis

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

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

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

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

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

a 10% change in foreign currency rates.

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

number below indicates an increase in profit.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

GROUP

10% Strengthening10% Weakening

2019201820192018

$000$000$000$000

Profit / (Loss) before tax9072(99)(79)

Equity6552(71)(51)

Interest rate sensitivity analysis

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

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

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

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

in interest rates.

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

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

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

result for the year ended 31 March 2019 would have been $55,035 higher (2018: $63,008 higher).

Interest rate risk

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

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

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

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

are placed into fixed rate term deposits where appropriate.


Interest rate risk profile

2019Weighted

average

effective

interest rate

%

Greater

than 1 year

Less than 1

year

Non -

interest

bearingTotal

$$$$

Financial Assets

Cash and cash equivalent1.46%-5,503,473 -5,503,473

Advance to Supplier3.00%-157,606-157,606

Advances to Staff5.00%-3,5409,75413,294

Trade and other receivables3.75%-1,107,3081,808,9292,916,237

-6,771,9271,818,6838,590,610

Financial Liabilities870,000

Trade payables---1,498,4491,498,449

--1,498,4491,498,449

21) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

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Credit risk

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

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

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

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

approved counterparties.

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

trade debtors, loans and advances.

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

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

obtained. The maximum credit risk exposures are:

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

2018Weighted

average

effective

interest rate

%

Greater

than 1 year

Less than 1

year

Non -

interest

bearingTotal

$$$$

Financial Assets

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

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

Trade and other receivables3.75%870,000-2,089,8312,959,831

870,0006,433,8782,089,8319,393,709

Financial Liabilities870,000

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

--1,656,8801,656,880

20192018

$$

Cash and bank balances5,503,4736,300,878

Loans, advances and receivables3,087,1373,092,830

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

considered to be impaired (2018: $Nil). Trade receivables of $218,291 are impaired with no further amounts past due

(2018: $250,000 past due).

Cash

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

Limited in Australia & Bank of America Merrill Lynch.

Receivables

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

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

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

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

21) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Capital management

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

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

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

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

reduce debt and/or adjust amounts paid to investors.

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

Liquidity risk

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

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

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

procedures to monthly reporting.

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

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

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

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

liabilities. All payables are due within 6 months of balance date (2018: 6 months).

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

22) COMMITMENTS

Lease Commitments

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

20192018

Total future minimum

payments

Total future minimum

payments

$$

Less than one year3,322,2242,959,767

Between one and five years3,915,5072,692,496

More than five years565,402179,596

7,803,1335,831,859

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

basis over the term of the lease. The Group holds the head lease over all of its franchisee sites and in turn licenses

each of these sites to its franchisees under the same terms and conditions. At balance date, the current annual rent

expense of leases under this arrangement including occupied leases, was $3,654,182 (2018: $3,544,384).

Capital Commitments

At 31 March 2019, the Group has no contractual commitments (2018: Nil).

21) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

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PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R

20192018

Total future minimum

payments

Total future minimum

payments

$$

NZX Bond20,00020,000

20,00020,000

23) CONTINGENCIES

The Group has no contingencies at balance date (2018: Nil).

Indemnity / Guarantees

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

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

24) RELATED PARTY TRANSACTIONS

Transactions with Related Parties

During the year the following related party transactions took place:

GroupRelationship

Nature

of transaction

2019

$

2018

$

Neo Corporate

Trustees Limited &

Redmond Enterprises

Limited

Common

Directorship

Consultancy Expenses

Paid635,250605,000

Trumpeter Consulting

Limited

Common

DirectorshipDirectors Fees 50,00050,000

Peter BrookDirectorDirectors Fees70,00070,000

66 Surrey LimitedDirectorHead Office Rental465,101438,002

Trumpeter Consulting

Limited

Common

Directorship

Consultancy Expenses

Paid16,00044,000

Christopher MasonMajor Shareholder

Purchased USA Licence

agreement -261,000

Christopher MasonMajor ShareholderPurchased USA Store-609,000

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

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

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

remuneration of the CEO.

The Burger Fuel USA licence agreement was sold to the Founding Director Christopher Mason for NZD$261,000.

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

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

store in Indianapolis, USA. Christopher Mason also purchased the Burger Fuel USA Franchising Inc company which

was non-trading and had no assets as at transaction date. As at 31 March 2019 the $261,000 licence fee & $609,000

sale proceeds were still outstanding (2018: $261,000 licence fee and $609,000 sale proceeds outstanding). These

amounts are payable within 24 months of the transaction date and are secured over Chris Mason’s BFW shares.

Interest of 3.75% is payable on the outstanding balance.

22) COMMITMENTS (CONTINUED)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

20192018

$$

Salaries and other short-term employee benefits2,680,4162,694,584

KiwiSaver Employer Contribution49,40646,827

Directors’ Fees120,000120,000

2,849,8222,861,411

Key Management Compensation

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

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

services is shown above.

25) EARNINGS PER SHARE

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

average number of ordinary shares in issue during the year.

20192018

$$

Surplus / (Deficit) attributable to the owners of the Group1,236,341 (463,062)

Weighted average number of ordinary shares on issue56,697,16559,633,550

Basic earnings / (loss) per share (cents)2.18(0.78)

Diluted earnings / (loss) per share (cents)2.18(0.78)

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

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

number of shares on issue.

24) RELATED PARTY TRANSACTIONS (CONTINUED)

PAGE 58PAGE 59
PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R

26) RECONCILIATION OF NET SURPLUS / (DEFICIT) AFTER TAXATION

TO NET CASH FLOWS PROVIDED FROM OPERATING ACTIVITIES

20192018

$$

Net surplus / (deficit) after tax1,236,341 (463,062)

Add: Non-cash items

Amortisation174,648117,876

Depreciation577,343535,327

Deferred tax asset32,92893,215

Deferred tax asset – IFRS 15 adjustment to retained earnings(560,707)-

Loss on disposal of property, plant and equipment73,477190,547

Loss on Disposal of US Entity-880,846

Unrealised exchange loss / (gain)(40,791)42,290

IFRS 15 Adjustment to retained earnings(1,441,188)-

Provision for Doubtful Debts31,709129,417

(1,152,581)1,989,518

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Add: Items classified as investing or financing activities

Gain on sale of assets(7,576)-

Add: Working capital movements

(Increase) / decrease in trade and other receivables41,282(655,384)

(Increase) / decrease in inventories457,23095,261

(Decrease) / increase in taxation payable (296,637)236,873

Increase / (decrease) in accounts payable and accruals,

provisions and contract liability1,910,622(372,262)

2,112,497(695,512)

Net cash flows provided from operating activities2,188,681830,944

27) SEGMENT REPORTING

Operating Segments

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

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

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

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

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

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

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Acquisition of Property, Plant & Equipment & Intangible Assets.

2019

New ZealandAustraliaMiddle EastUSAConsolidated

$$$$$

Revenue

Sales8,592,548-95,282 - 8,687,830

Royalties4,872,084-1,064,7771,3395,938,200

Franchising fees300,186-48,21713,077 361,480

Training fees30,000---30,000

Property management fees55,000-- - 55,000

Advertising fees3,640,806-213,880 - 3,854,686

Foreign exchange gain(52,884)(24,053)29 117,699 40,791

Sundry income1,341,46080,169- 510,299 1,931,928

Interest received86,1851,067- 40,499 127,751

Total Revenue18,865,38557,1831,422,185682,91321,027,666

Interest Expense10,087838--10,925

Depreciation572,522-4,821-577,343

Amortisation174,648---174,648

Segment Result before

Income Tax1,042,40551,669663,00298,703 1,855,779

Income Tax Expense617,956--1,482 619,438

Segment Assets13,749,506372,1111120,059874,998 15,116,674

Segment Liabilities4,017,543-62,37038,2764,118,189

Other1,063,470---1,063,470

27) SEGMENT REPORTING (CONTINUED)

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PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R

28) SUBSEQUENT EVENTS

Since balance date BFW has bought back & cancelled 712,947 BFW shares from Franchise Brands. This has reduced

the total number of BFW shares to 53,670,195. This had no impact on the Consolidated Statement of Comprehensive

Income but will reduce the Group’s cash and cash equivalents and equity by NZD$269,240. (2018 Subsequent events:

3,143,355 shares bought back from Franchise Brands on 17 July 2018 which occurred in the current year).

29) ACQUISITION OF BRAND ASSETS

Acquisition of “Winner Winner” Brand Asset

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

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

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

franchised store under BFW.

The Brand Asset purchase was for $100,000 and this will be amortised on a straight line basis over 10 years.

In 2019 BFW purchased an additional $121,333 of Intellectual property for the Winner Winner Brand.

2018

New ZealandAustraliaMiddle EastUSAConsolidated

$$$$$

Revenue

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

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

Franchising fees495,000---495,000

Training fees15,000---15,000

Property management fees55,000---55,000

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

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

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

Interest received84,0371,015--85,052

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

Interest Expense3,51436--3,550

Depreciation528,194-7,133-535,327

Amortisation117,876---117,876

Segment Result before

Income tax2,303,494(162,871)912,287(3,088,376)(35,466)

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

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

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

27) SEGMENT REPORTING (CONTINUED)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

Acquisition of Property, Plant & Equipment & Intangible Assets.

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

30) NET TANGIBLE ASSET PER SHARE

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

ordinary shares in issue during the year.

31) DISPOSAL OF SUBSIDIARIES

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

owned store in Indiana USA.

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

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

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

20192018

$$

Total Assets15,116,67415,644,030

Less Intangible Assets(3,260,747)(2,713,369)

Total Tangible Assets11,855,92712,930,661

Total Liabilities(4,118,189)(2,440,785)

Net Tangible Assets7,737,73810,489,876

Total ordinary shares on issue54,383,14259,633,550

Net Tangible Assets per share

($ per Share)0.140.18

Current Assets

Cash and Cash Equivalents1,384

Inventory – Raw Materials40,533

Inventory - Uniforms17,395

59,312

Non-Current Assets

Property, Plant and Equipment752,885

Leasehold Improvements560,262

1,313,147

Write back of Rent Free Period(131,713)

Capital Written off249,100

Net Assets Disposed of1,489,846

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

Consideration Received609,000

Net Assets disposed of1,489,846

Loss on Disposal(880,846)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

PAGE 62PAGE 63
PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R

Statement of Directors and Officers Interests

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

Beneficially held

at 31/03/19

Non-beneficially

held at 31/03/19

Beneficially held

at 31/03/18

Non-beneficially

held at 31/03/18

Peter Brook336,596-336,596-

Christopher Mason 6,586,309-6,586,309-

Josef Roberts33,376,335-33,223,473-

Alan Dunn324,656-324,656-

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

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

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

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

Remuneration of Directors

2019

12 Months

2018

12 Months

$$

Peter Brook70,00070,000

Christopher Mason (resigned as a director on the 5th March 2018)-402,292

Josef Roberts635,250605,000

Alan Dunn50,00050,000

Remuneration of Employees (Excluding Executive Directors)2019

12 Months

Number of Employees

2018

12 Months

Number of Employees

$100,000-$110,00051

$110,000-$120,00031

$120,000-$130,000-2

$130,000-$140,0001-

$140,000-$150,00032

$150,000-$160,000-1

$170,000-$180,00012

$200,000-$210,00011

$220,000-$230,000-1

$230,000-$240,0001-

$240,000-$250,0001-

$250,000-$260,0001-

Date of

Transaction

Shares

Acquired

(Disposed)

Consideration Paid

(received)

Nature of

relevant interest

Peter Brook---Shares Held in Associated Trust

Christopher Mason---Shares Held in Associated Trust

Josef Roberts-152,862-Shares Held in an Independent Trust

Alan Dunn---Shares Held in Associated Trust

Tyrone Foley (Officer)---Beneficial Owner

Mark Piet (Officer)---Beneficial Owner

Substantial Security Holders

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

2019, details of the Substantial Security Holders in the company and their relevant interests in the company’s shares

are as follows:


Substantial Security HolderNumber of Voting Securities%

Mason Roberts Holdings Limited39,962,64473.48%

E&P Foundation Trustee Limited2,747,1385.05%

The total number of voting securities of the Company on issue at 31 March 2019 was 54,383,142 fully paid ordinary shares.

The following share transactions took place during the financial year

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2019

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2019

PAGE 64PAGE 65
PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R

Twenty Largest Security Holders as at 31 March 2019

ShareholderNumber of Shares%

MASON ROBERTS HOLDINGS LIMITED39,962,64473.5%

E & P FOUNDATION TRUSTEE LIMITED2,747,1385.1%

NATIONAL NOMINEES NEW ZEALAND LIMITED1,969,3933.6%

FRANCHISE BRANDS LLC712,9471.3%

CUSTODIAL SERVICES LIMITED692,3701.3%

CARTALLEN TRUSTEE LIMITED478,6230.9%

JBWERE (NZ) NOMINEES LIMITED369,2960.7%

PETER CLYNTON BROOK336,5960.6%

TRUMPETER TRUSTEES (2007) LIMITED324,6560.6%

ASB NOMINEES LIMITED160,0000.3%

STERLING NOMINEES LIMITED140,8860.3%

BRIAN KELLY LIMITED133,4000.3%

CITIBANK NOMINEES (NEW ZEALAND) LIMITED133,2670.3%

LAPHROAIG TRUSTEE COMPANY (NZ) LIMITED123,5760.2%

MATTHEW JAMES PRINGLE75,0000.1%

BRAD WILLIAM MCFARLANE70,4700.1%

INVESTMENT CUSTODIAL SERVICES LIMITED65,5000.1%

FORSYTH BARR CUSTODIANS LIMITED60,1000.1%

JONATHAN LAURIE BUCKLEY57,9150.1%

ROSEMARY ELIZABETH DOWLER50,0000.1%

48,663,77789.6%

Domicile of Security Holdings

LocationHoldersUnitsUnits %

NZ2,36653,315,10098.04%

U.S.A.15756,2801.39%

Australia89172,5770.32%

United Kingdom1765,3400.12%

United Arab Emirates449,0170.09%

Canada45,0580.01%

Singapore13,5000.01%

France23,0000.01%

Austria12,0000.01%

China12,0000.00%

Japan21,8700.00%

Ireland11,6000.00%

Germany11,5000.00%

Hong Kong11,0000.00%

Norway11,0000.00%

Taiwan11,0000.00%

South Africa11,0000.00%

Switzerland13000.00%

2,509 54,383,142 100.0%

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2019

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2019

PAGE 66PAGE 67
PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R

Spread of Security Holders


Shareholding SizeNumber of HoldersTotal Shares Held%

1 – 9972320.0%

100 – 199344,3590.0%

200 – 49916557,3990.1%

500 – 999170111,7640.2%

1,000 – 1,9991,3561,513,0562.8%

2,000 – 4,9995031,272,8112.3%

5,000 – 9,999135769,8661.4%

10,000 – 49,9991191,989,8783.7%

50,000 – 99,9996378,9850.7%

100,000 – 499,99992,200,3003.8%

500,000 – 999,99921,405,3172.6%

1,000,000 – 99,999,999344,679,17582.4%

2,50954,383,142100.0%

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2019

CORPORATE GOVERNANCE

FOR THE YEAR ENDED 31 MARCH 2019

The Board of Directors is responsible for the corporate

governance of the Group. “Corporate Governance”

involves the direction and control of the business

by the Directors and the accountability of Directors

to shareholders and other stakeholders for the

performance of the Group and compliance with

applicable laws and standards.

Role of the Board

The Board is elected by the Shareholders of the

Company. At each Annual Meeting one third of the

directors will retire by rotation. The Directors to retire

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

longest in office since last being elected.

The Board of Directors is responsible for the overall

direction of Burger Fuel Worldwide Limited’s business

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

key role is to ensure that corporate management is

continuously and effectively striving for above-average

performance, taking account of risk.


The Board:

• Establishes the objectives of Burger Fuel Worldwide

Limited;

• Approves major strategies for achieving these

objectives;

• Oversees risk management and compliance;

• Sets in place the policy framework within which

BurgerFuel operates; and

• Monitors management performance against this

background.

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

management of the Group to the Group Chief Executive

Officer and the Chief Operating Officer.

The Board monitors financial results and compares them

to annual plans and forecasts / budgets on a regular

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

performance against its strategic planning objectives.


Board size and Composition

Unlike the NZX Listing Rules for NZSX listed companies,

the NZAX Listing Rules do not require that the Company

have any independent directors. However, in the interests

of good governance, and notwithstanding that there

is no requirement under the NZAX Listing Rules, the

Directors have decided to adopt a governance policy

whereby at least two of the Directors of the Board will be

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

size and composition of the Board is determined by the

Company’s constitution. As at 31 March 2019, there were

three Directors, a Chief Operating Officer, and a Chief

Financial Officer / Company Secretary. The Chairman

of the Board and the Chairman of the Audit Committee

are non-executive and independent of the role of the

Chief Executive Officer, Chief Financial Officer and Chief

Operating Officer.


Audit Committee

Although not required by the NZAX Listing Rules, to

assist the Board in the execution of its responsibilities,

an Audit Committee is in operation.

(i) Risk Management

The Audit Committee is required to establish a

framework of internal control mechanisms to ensure

proper management of the Group’s affairs and that key

business and financial risks are identified and controls

and procedures are in place to effectively manage

those risks. The Audit Committee is accountable to the

Board for the recommendation of the external auditors,

directing and monitoring the audit function and

reviewing the adequacy and quality of the annual audit

process.

(ii) Additional Assurance

The Committee provides the Board with additional

assurance regarding the accuracy of financial

information for inclusion in the Group’s annual report,

including the financial statements. The Committee is also

responsible for ensuring that Burger Fuel Worldwide

Limited has an effective internal control framework.

These controls include the safeguarding of assets,

maintaining proper accounting records, complying with

legislation, including resource management and health

and safety issues, ensuring the reliability of financial

information and assessing and overviewing business risk.

The Committee also deals with governmental and New

Zealand Stock Exchange requirements.

(iii) Share Trading Policy

The Company has adopted a formal Securities Trading

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

The Policy is modelled on the Listed Companies

Association Securities Trading Policy and Guidelines and

is administered by the Audit Committee and restricts

share trading in a number of ways.

(iv) Insurance and Indemnification

Burger Fuel Worldwide Limited provides indemnity

insurance cover to directors, officers and employees of

the Group except where there is conduct involving a

wilful breach of duty, improper use of inside information

or criminality.

PAGE 68PAGE 69
PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R

CORPORATE GOVERNANCE

FOR THE YEAR ENDED 31 MARCH 2019

Constitution

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

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

Board Remuneration

Directors are entitled to Directors’ fees, reasonable

travelling, accommodation and other expenses incurred

in the course of performing duties or exercising powers

as Directors.

Peter Brook, the Chairman, receives an annual fee of

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

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

Company Secretary attends to all company secretarial

and corporate governance matters.

Conflict of Interest

The Board has guidelines dealing with the disclosure of

interests by Directors and the participation and voting at

Board meetings where any such interests are discussed.

The Group maintains an interests register in which

particulars of certain transactions and matters involving

Directors must be recorded.

Directors & Officers Board & Audit Committee Attendance Record

DirectorsBoard MeetingsAudit Committee Meetings

Peter Brook (Chair)63

Josef Roberts63

Alan Dunn63

Officers

Tyrone Foley (Chief Operating Officer)63

Mark Piet (Chief Financial Officer / Company Secretary)63

Registered Office

Grant Thornton New Zealand Limited

152 Fanshawe Street

Auckland 1011

Company Number

1947191

Date of Incorporation

14 June 2007

Directors

Peter Brook - Chairman (Independent)

Alan Dunn (Independent)

Josef Roberts (Executive)

Board Executives

Tyrone Foley (Chief Operating Officer)

Mark Piet (Chief Financial Officer / Company

Secretary)

Business Headquarters

66 Surrey Crescent

Grey Lynn

Auckland 1021

Auditor

Baker Tilly Staples Rodway

Level 9, Tower Centre

45 Queen Street

Auckland 1010

Accountant

Grant Thornton New Zealand Limited

Level 4, 152 Fanshawe Street

Auckland 1011

Bridgepoint Group Accounting Pty Ltd

Suite 301, 8 West Street,

North Sydney

NSW 2060

Australia

Citrin Cooperman

529 Fifth Avenue

New York, NY 10017

USA

Bankers

ASB Bank Limited

CBA Bank Limited (Australia)

Emirates NBD (UAE)

Bank of America Merrill Lynch (USA)

Solicitors

Kensington Swan, 18 Viaduct Harbour Avenue,

Auckland 1011.

Wiggin and Dana LLP, Two Liberty Place,

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

FC Law Partners P.O Box 133238, Auckland 1146.

Missingham Law, P.O Box796,

Shortland Street Mail Centre, Auckland 1140.

Corporate Council Limited Solicitors,

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

Katz Korin Solicitors, 334 N. Senate AveIndianapolis, IN

46205, USA.

Buddle Findlay, 83 Victoria Street, Christchurch 8140.

COMPANY DIRECTORY

AS AT 31 MARCH 2019

www.bugerfuel.com | www.shakeout.co | www.winnerwinner.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.

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