Burger Fuel Worldwide Limited FY19 Annual Report Provided
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
PAGE 22PAGE 23
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
PAGE 24PAGE 25
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.
PAGE 28PAGE 29
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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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PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R
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
$$
Less than one year3,322,2242,959,767
Between one and five years3,915,5072,692,496
More than five years565,402179,596
7,803,1335,831,859
Payments made under operating leases are recognised in the Statement of Comprehensive Income on a straight-line
basis over the term of the lease. The Group holds the head lease over all of its franchisee sites and in turn licenses
each of these sites to its franchisees under the same terms and conditions. At balance date, the current annual rent
expense of leases under this arrangement including occupied leases, was $3,654,182 (2018: $3,544,384).
Capital Commitments
At 31 March 2019, the Group has no contractual commitments (2018: Nil).
21) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
PAGE 56PAGE 57
PAGE G45A 6472G60710 461N1Z 04$33A$64G .2GZ4M89R
20192018
Total future minimum
payments
Total future minimum
payments
$$
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)
PAGE 60PAGE 61
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.
Other issuers discussed similar conditions around this time
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- AFC — AFC Group Holdings Limited: AFC releases Annual Report for the year ended 31 March 20192019-06-28
“AFC GROUP HOLDINGS LIMITED ANNUAL REPORT 2019 FOR THE YEAR ENDED 31 MARCH 2019 AFC GROUP HOLDINGS LIMITED ANNUAL REPORT CONTENTS FOR THE YEAR ENDED 31 MARCH 2019 Page Directors' Profiles 2 Directors' Report 3 Corporate Governance Statement4 - 5 AFC Longview Limited6 AFC Int…”
- CCC — Cooks Coffee Company Limited: 2019 Annual Report2019-08-07
“1 COOKS GLOBAL FOODS LIMITED ANNUAL REPORT 31 MARCH 2019 COOKS GLOBAL FOODS LIMITED 2 Contents to Consolidated Financial Statements Contents 2 Executive Chairman’s Report 3 Directors’ Report 8 Indepe…”
- BRW — Bremworth Limited: Preliminary announcement of June 2019 full year results2019-08-26
“ANNUAL FINANCIAL STATEMENTS - YEAR ENDED 30 JUNE 2019 CONTENTS Directors’ Responsibility Statement 1 Independent Auditor’s Report 2 Income Statement 6 Statement of Comprehensive Income 7 Statement of Changes in Equity 8 Statement of Financial Position 10 Statemen…”