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Annual Report30 March 2020RBDConsumer Discretionary

Restaurant Brands New Zealand Limited
Annual Report 31 December 2019

What’s new

on the menu?

And that’s just
for starters.

Edging towards our

$1 billion dollar

target. Opening

100 new stores

in the next five

years. Expanding

in the USA.

Contents
Financial highlights 04

Year in review 05

Chairman and CEO’s report 14

Q&A with José Parés 24

Global brands. Local taste 28

Fans are lining up 30

Sustainability 34

Operations reports 38

Board of directors 50

Consolidated income statement 53

Non-GAAP financial measures 55

Financial statements December 2019 56

Independent auditor’s report 93

Shareholder information 98

Statutory information 100

Statement of corporate governance 103

Corporate directory 112

Financial calendar 112

A new annual report already.

We’ve changed our financial year to

end on 31 December, reflecting just ten

months of trading. The report is earlier

than usual to align with that of our new

majority owner, Finaccess Capital, which

acquired a 75% stake in Restaurant

Brands in April 2019. In addition, Yum!,

our company’s major franchisor, also

balances at the end of December.

The latter half of the year has seen

Restaurant Brands surge to an

unprecedented level of performance.

Our performance domestically and

internationally continues to take our

growth even further, reaching ever

closer to our billion dollar revenue goal.

Taco Bell continues to succeed

with double-digit growth in sales in

Hawaii thanks to our recent store

refurbishment programme. And with

consumer anticipation at a high, we’ve

just launched the brand in New Zealand

and Australia, where we expect similar

significant growth. Meanwhile KFC

continues to perform well in both

New Zealand and Australia.

The continued performance of

these brands will be fuelled by

our commitment to open 100 new

restaurants in the next 5 years.

Our expansion strategy continues

with the recent acquisition of 70 stores

in Southern California, USA*, and our

growth continues. As usual.

Restaurant Brands New Zealand Limited02Annual Report 31 December 201903

There’s a lot

happening,

we’re increasing

our appetite.

About Restaurant Brands:

Restaurant Brands New Zealand Limited operates the KFC, Pizza Hut, Taco Bell and Carl’s Jr. brands in

New Zealand, the KFC and Taco Bell brands in Australia and the Taco Bell and Pizza Hut brands in Hawaii

and Guam. These brands - four of the world’s most famous - are distinguished for their product, look, style,

ambience and service and for the total experience they deliver to their customers around the world.

* Pending Yum! and landlord approval

New balance date
Following the announcement of a change in balance date

for the company in October 2019, the trading results for

the December 2019 period are for only 44 weeks (10

months) vs 52 weeks (12 months) for the February 2019

period previously reported.

Total sales

Total sales for the 10 month period were $705.5 million,

down against the previous 12 month period, but positive

on a same store basis across all three operating divisions.

On an equivalent 12 month basis sales were up over 5%.

Total concept EBITDA

1

Combined store EBITDA

1

(pre NZ IFRS 16) for the 10

months was $116.0 million, down 10.3% on the previous

12 month period; however on an equivalent 12 month

basis, EBITDA is up over 6% at $137.1 million.

Net profit after tax

Reported net profit after tax of $30.1 million for the

10 month period was adversely impacted by the shorter

reporting period and the adoption of NZ IFRS 16.

Taco Bell launched

The Taco Bell brand was successfully launched in

New Zealand and Australia (New South Wales) with

the first three stores opening in the last quarter of the

December 2019 year.

Acquisition of 70 new stores

The company has entered into a conditional agreement

to acquire 70 KFC and Taco Bell stores in California to be

settled in the first half of the December 2020 financial year.

TOTAL SALES ($NZ M)

NPAT (REPORTED) ($NZ M)

TOTAL CONCEPT

EBITDA ($NZ M)

TOTAL ASSETS ($NZ M)

16

16

16

16

18

18

18

18

17

17

17

17

19

19

19

19

19

19

19

19

Dec

Dec

Dec

Dec

Feb

Feb

Feb

Feb

705.5

30.1

794.0

35.7

740.8

35.5

497.2

26.0

387.6

24.1

116.0

879.9

129.2

460.3

122.6

453.0

86.2

302.4

66.9

139.8

Year in review

Annual Report 31 December 201905Restaurant Brands New Zealand Limited04

1 EBITDA is earnings before interest, tax, depreciation and amortisation. It is a

non-GAAP financial measure and is not prepared in accordance with NZ IFRS.

Financial Highlights

Historical summary

All figures in $NZ millions unless stated

52 Weeks

29 Feb 2016

52 Weeks

27 Feb 2017

52 Weeks

26 Feb 2018

52 Weeks

25 Feb 2019

44 Weeks

31 Dec 2019

Financial performance

Sales*

KFC

282.5 296.5 319.6 336.5

308.4

Pizza Hut

44.9 40.5 41.1 35.4

28.5

Starbucks Coffee

26.8 26.7 25.8 16.0


Carl's Jr.

33.4 36.3 34.9 31.9

29.9

Tac o B ell

– – – –

0.7

Total sales – New Zealand387.6 400.0 421.4 419. 8 367.5

KFC

– 9 7. 2 151. 8 191.5

168.5

Tac o B ell

– – – –

0.6

Total sales –

Australia

–97. 2151. 8191.516 9 .1

Taco Bell

– – 95.5 106.0

101.6

Pizza Hut

– – 72.0 76.7

67. 3

Total sales –

Hawaii

––167.5182.7168.9

Total sales

387.6497. 2740.8794.0705.5

Concept EBITDA before G&A*

KFC

57. 2 61.4 66.5 70.4

6 6 .1

Pizza Hut

4.9 4 .1 3.2 2.0

0.9

Starbucks Coffee

4.4 4.8 4.8 3 .1


Carl's Jr.

0.4 1.0 2.0 0.9

1.3

Tac o B ell

– – – –

(0.3)

Total concept EBITDA New Zealand

66.971.276.576.467.9

KFC

– 15.022.02 9 .1

25.9

Tac o B ell

– –––

(0.7 )

Total concept EBITDA Australia

–15.022.02 9 .125.2

Taco Bell

– – 19.421.0

20.5

Pizza Hut

– – 4.72.8

2.3

Total concept EBITDA Hawaii

––24 .123.722.9

Total concept EBITDA

66.986.2122.6129. 2 116 . 0

EBIT

3 4 .1 39.4 57. 8 56.2

64.4

NPAT (reported)

24 .1 26.0 35.5 35.7

3 0 .1

Financial position/cash flow

Share capital

26.8 143.4 148.5 15 4.6

154.6

Tot a l e qui t y

75.6 19 2 .1 201.6 224.7

208.0

Total assets

139.8 302.4 453.0 460.3

879.9

Operating cash flows

44.3 47. 9 6 7. 8 71.3

87.6

Shares

Shares on issue (year end)

9 7, 8 71, 0 9 012 2 , 8 4 3 ,191123,629,343124,75 8,523124,758,523

Number of shareholders (year end)

6,0186,2947, 0 0 57,12 7

6,026

Basic earnings per share (full year reported)

24.6c24 .1c28.8c28.8c

24 .1c

Ordinary dividend per share

21.0c23.0c28.0c0c

0c

Other

Number of stores (year end)

KFC

91929494

100

Pizza Hut

39353630

29

Starbucks Coffee

252422 –


Carl's Jr.

18191918

18

Tac o B ell

––––

1

Total stores – New Zealand

173170171142148

KFC

–426161

63

Tac o B ell

––––

2

Total stores – Australia

–42616165

Taco Bell

––3736

37

Pizza Hut

––4544

37

Total stores – Hawaii

––828074

Total stores

173212314283287

Employees (partners) – New Zealand3,3633,4223,5963,484

3,777

Employees (partners) – Australia–2,3543,2753,360

3,887

Employees (partners) – Hawaii––2 ,18 52,007

1,935

Total employees (partners)3,3635,7769,0568 , 8519,599

* Sales and concept EBITDA for each of the concepts may not aggregate to the total due to rounding.

Annual Report 31 December 201907Restaurant Brands New Zealand Limited06
It’s no longer a strategic intent,

we’re reaching our goal...

$ 8 67.1M

Annual Report 31 December 201909Restaurant Brands New Zealand Limited08
Taco Bell

New Zealand and Australia

KFC

New Zealand and Australia

new stores over 5 years.

5-7 new stores p.a.

new stores over 5 years.

6040

growing all

the time...

Targe tingTarge ting

...and seizing opportunity
for expansion.

KFC & Taco Bell

Mainland USA

new stores in mainland USA

*

70

*

* Pending Yum! and landlord approval

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20191011

Annual Report 31 December 201913Annual Report 31 December 201913Restaurant Brands New Zealand Limited12
Chairman and

CEO’s Report

We’re hitting our targets. Scaling new heights.

“ Significant growth is expected
in Taco Bell sales as the brand

builds towards an initial target of

approximately 60 stores by 2024.”

Annual Report 31 December 201915Restaurant Brands New Zealand Limited14

Taco Bell was successfully launched

in New Zealand and New South Wales

Australia with three stores opened

during the last quarter of the year.

The introduction of Taco Bell in these

markets had a minimal impact on this

year’s results. However, significant

growth is expected in Taco Bell sales

as the brand builds towards an initial

target of approximately 60 stores

by 2024.

Overview

Restaurant Brands changed its balance

date from February to 31 December

during the year. Hence the financial

results for the reporting period to

December 2019 (December 19) are

for 44 weeks compared with 52 weeks

in the prior year (February 19). The

company also saw the first full period

impact of the adoption of leasing

standard NZ IFRS 16 on the financial

results. These two factors contributed

to a reported NPAT of $30.1 million,

down $5.6 million on the 52 week

result of $35.7 million last year.

When excluding the negative impact

of NZ IFRS 16 leases, the shorter

accounting period and (for the previous

year) the impact of some significant

one-off costs, the comparable NPAT

is $45.7 million, up 8.3% on the prior

year equivalent. This was primarily

driven through an aggressive capital

investment programme and continued

positive trading momentum across the

key brands.

Chairman and CEO’s Report

$ 3 0 .1M

$NZm

Dec 2019

(44 weeks)

Feb 2019

(52 weeks)Change ($)Change (%)

Total sales

705.5794.0-88.5-11.1

Net profit after tax (NPAT)

3 0 .135.7-5.6-15 . 8

Note: With the change in balance date announced last year, these reported results are for the 44 weeks

ended 31 December 2019 whereas the prior year comparisons are for the 52 weeks ended 25 February

2019. A comparable unaudited “gross up” summary is included on page 54 of this report.

Net profit after tax

Annual Report 31 December 201917Restaurant Brands New Zealand Limited16
The above table sets out a like-for-

like comparison of the current year’s

10 month result versus the prior year

12 months’ normalised trading. After

adjusting for the negative impact of the

new lease standard ($4.5 million) and

the shorter trading period (estimated

at $7.1 million), together with the

positive impact of lower net income and

expenses unrelated to normal trading

($2.5 million), the underlying trading

profit is estimated at $45.7 million (up

8.3% on the prior equivalent year).

KFC New Zealand

Group operating results

Directors are pleased to report that Restaurant Brands has produced a NPAT for the period ended

31 December 2019 of $30.1 million, down 15.8% on the reported NPAT of $35.7 million for the prior year.

As previously noted this year’s reported NPAT is for 44 weeks compared to 52 weeks in the prior year

and includes the impact of the introduction of NZ IFRS 16 (the new lease accounting standard).

New Zealand operations

New Zealand operating revenue for the 44 weeks ended 31 December was $395.5 million, down

$56.3 million on the 52 week February 2019 year, including a $16.0 million reduction in sales due to

the disposal of the Starbucks Coffee business during the prior year.

Total store sales were $367.5 million, a decrease of $52.2 million on last year. However, when normalised

for 12 months New Zealand sales were up 3.5% and same store sales were strongly up 5.0%.

The New Zealand business delivered EBITDA of $67.9 million, an $8.5 million reduction on February

2019; however on an annualised basis the result is up 5% up on the prior year. Overall the New Zealand

operations achieved a concept EBITDA before G&A % to sales of 18.5%, up from 18.2% last year.

Once again this was largely driven by the continued strong performance of the KFC brand.

Total brand sales for the Group were

$705.5 million, down $88.5 million

when compared with the 52 week

comparison; however on a like-for-

like annualised footing they are up

approximately 5% and were positive on

a same store basis in all three divisions.

Combined store EBITDA (pre-NZ

IFRS 16) of $116.0 million was down

$13.3 million or -10.3% on prior year,

although on full year annualised basis

the results were up over 6% due to

strong performances primarily from

KFC in NZ and Australia and Taco Bell

in Hawaii. EBITDA margin (as a % of

sales) improved from 16.3% to 16.4%.

Due to the difficulty of making direct

comparisons between reporting

periods resulting from the change in

balance date the following divisional

analysis will focus more on same store

sales and EBITDA margin as a % of

sales as these operational performance

measures are not affected by the

change in reporting period or the

lease standard.

Restaurant Brands’ store numbers

currently total 287, comprising 148

in New Zealand, 74 in Hawaii and

65 stores in Australia.

$705.5M

Total brand sales

$NZm after taxDec 2019Feb 2019Change ($)Change (%)

Reported NPAT3 0 .135.7-5.6-15.8

Impact of NZIFRS 164.5


4.5


Other income & expenses4.06.5-2.5-38.5

Change of balance date*7.1–7.1–

Comparable Trading NPAT45.742.23.58.3

* Estimated (unaudited) NPAT for the eight weeks to February 2020, based on the audited NPAT for the 44 weeks to December

2019, excluding the impact of NZ IFRS 16 and other income & expenses.

$NZmDec 2019Feb 2019Change ($)Change (%)

Network sales325.8356.9- 31.1- 8.7

Network store numbers106100

RBD sales308.4336.5- 2 8 .1-8.4

RBD store numbers10094

RBD EBITDA6 6 .170.4-4.3- 6 .1

EBITDA as a % of sales21.420.9

KFC New Zealand continues to

underpin the overall performance of the

New Zealand operations with another

excellent year. Although reported sales

were down 8.4% to $308.4 million due

to the 44 week reporting year, same

store sales were up 5.2% and total full

year equivalent sales up 8.3%.

The KFC sales growth was driven by

sound marketing programmes, a further

roll out of KFC delivery to more than 40

stores, six new store openings, some

very strong new product releases and

continued positive impact from the

sponsorship of Super Rugby.

Whilst there remains input cost

pressures, the EBITDA margin

strengthened to 21.4% of sales.

In dollar terms, EBITDA for the 44

weeks totalled $66.1 million, down

6.1% on last year’s (52 week) result,

but on a 52 year equivalent basis was

up 10.9% to $78.1 million.

The brand continued delivering

investment in store assets with

ten major renovations completed

during the year, along with the

opening of up to six new stores.

Annual Report 31 December 201919Restaurant Brands New Zealand Limited18
Pizza Hut New ZealandCarl’s Jr. New Zealand

$NZmDec 2019Feb 2019Change ($)Change (%)

Network sales85.2101.0-15 . 8-15 .6

Network store numbers10298

RBD sales28.535.4-6.9-19. 3

RBD store numbers2930

RBD EBITDA0.92.0-1.1- 5 6 .1

EBITDA as a % of sales3 .15.7

$NZmDec 2019Feb 2019Change ($)Change (%)

Sales29.931.9-2.0- 6 .1

Store numbers1818

EBITDA ($m)

1.30.9+0.4+ 41. 0

EBITDA as a % of sales4.42.9

Transformation of the Pizza Hut

network in New Zealand to a master

franchise model continues on plan with

the sale of three stores to franchisees

during December 19. The company

remains on target to reduce the number

of company stores to 15 by the end of

the next financial year.

Company owned store numbers

decreased by one to 29, whilst the

number of independent franchisee

stores has increased to 73, bringing the

total Pizza Hut network to 102 stores.

During the period two stores were

closed and six new stores were opened.

Reported sales were down 6.1% due to

the reduced reporting period although

on an annualised basis sales were up

11.0%. The introduction of a delivery

service in February 2019 continues to

have a positive impact with strong same

store sales growth of 11.3% helping

drive profitability into the brand.

Store numbers remained stable at 18.

Taco Bell New Zealand

In November the first Taco Bell was opened in New Lynn Mall, Auckland. The store opened with

a first week’s sales of over $110,000 and delivered over $0.7 million in sales in its first two months

trading, significantly up on expectations. With establishment costs, the business incurred a small

loss of $0.3 million for the year.

In company owned stores, total sales

were down to $28.5 million, which is

due to the reduced reporting period,

less stores and lower same store sales.

On an annual equivalent basis they

were $33.7 million, down 4.7%.

Same store sales declined by 4.1%

over the period.

Restaurant Brands’ Pizza Hut store

EBITDA was $0.9 million (3.1% of sales),

reflecting continued margin pressures

with labour rates and ingredient

costs increases.

EBITDA was $1.3 million (4.4% of sales

vs 2.9% last year), an increase of $0.4m

on the prior year despite the reduced

reporting period.

Note: All Carl’s Jr. stores are RBD owned

+6

New Pizza Hut New Zealand

stores opened

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20192021
KFC AustraliaTaco Bell Hawaii

Pizza Hut Hawaii

Australian operations

In $NZ terms, the Australian business (operating the KFC and Taco Bell brands) contributed total sales of

$NZ169.1 million, store EBITDA of $NZ25.2 million and EBIT of $NZ8.6 million. On an annualised basis both

sales and store EBITDA are up on the prior year.

Store EBITDA was impacted by a loss of $NZ0.7 million relating to the initial launch of the first two Taco Bell

stores in December 2019.

Hawaii operations

In $NZ terms, the Hawaiian operations contributed $NZ168.9 million in revenues, $NZ22.9 million in brand

EBITDA (pre-NZ IFRS 16) and an EBIT of $NZ8.1 million for the period ended December 19.

Total sales in Hawaii were $US110.6 million, with store level EBITDA of $US15.0 million. Once again Taco Bell

had a very strong result with sales and margins well ahead of expectations. Whilst Pizza Hut continues to be

challenged, facing increased margin pressures, the results this period were much improved. Same store sales

in Hawaii were up 9.1% overall.

$AmDec 2019Feb 2019Change ($)Change (%)

Sales159.6178 .3-18 .7-10 . 5

Store numbers6361

Store EBITDA

24.52 7. 0-2.5-9.3

EBITDA as a % of sales15.415.2

$USmDec 2019Feb 2019Change ($)Change (%)

Sales66.572.3-5.8-8.0

Store numbers3736

Store EBITDA

13.514.3-0.8-5.6

EBITDA as a % of sales20.219.8

$USmDec 2019Feb 2019Change ($)Change (%)

Sales4 4 .1

52.4-8.3-15 . 8

Store numbers37

44

Store EBITDA

1.6

1.9-0.3-15 . 8

EBITDA as a % of sales3.4

3.6

In $A terms, total sales for the KFC

business in Australia were $A159.6

million, down $A18.7 million (or 10.5%)

on last year due to the reduced

reporting period. Same store sales

continue to remain strong, up 5.1% on

last year. On a full year equivalent basis

sales were up 5.8% or $A10.3 million.

Store EBITDA of $A24.5 million was

down $A2.5 million or -9.3% on last

year due to the reduced reporting

period. Full year equivalent EBITDA

however was $A29.0 million, up over

7.4%. Store EBITDA as a percentage

of sales is 15.4%, up from 15.2%,

with good operating controls.

Taco Bell continues to perform very well with total sales of $US66.5 million and store level EBITDA of

$US13.5 million (20.2% of sales). Full year equivalent sales and EBITDA are $US78.6 million (+8.7%) and

$US15.9 million (+11.2%) respectively. A full promotional programme including both new product releases

and the re-introduction of previously successful products, together with initial returns from refurbished

stores all helped to drive the strong sales growth which resulted in same store sales of +13.7%.

Total sales were $US44.1 million, up 3.0% on a same store basis. Store level EBITDA was $US1.6 million,

down only $0.3 million despite the shorter reporting period. Margin pressure from participating in US wide

value led marketing promotions together with higher commodity and direct labour expenses continue meaning

EBITDA as a percentage of sales remained similar to prior period at 3.4%.

There has been a review and realignment of the store network resulting in seven stores closing during the period.

This is in line with our refurbishment strategy that will see a move away from the larger restaurants into smaller,

more cost-effective delivery and carry out (delco) units.

A new franchise agreement has been agreed in principle with Yum!, providing certainty for the brand going forward.

The company owned KFC store network

totalled 63 stores as at balance date.

One store was opened in the last

quarter of the year along with one

store acquired in December 2019.

The business has continued to invest in

the store upgrade programme with 14

stores completed in the financial year.

Taco Bell New South Wales Australia

In December the first two Taco Bell stores were opened in Jesmond and Blacktown

in New South Wales with initial sales exceeding expectations at $A0.6 million.

As with the New Zealand Taco Bell business, initial set up costs have resulted in a

small EBITDA loss of $A0.7 million.

+5 .1%

KFC Australia same

store sales

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20192223
Corporate & other

General and administration (G&A) costs

were $33.3 million, down $2.5 million

from last year due to the reduced

reporting period, but were up $3.6

million on a normalised annual basis.

G&A as a % of total revenue was

4.5% which is consistent with the

February 2019 year.

Depreciation charges of $47.6 million

for December 19 were $17.3 million

higher than the prior year primarily

due to the impact of $22.4 million on

the right of use assets created under

NZ IFRS 16. Excluding the effect of NZ

IFRS 16 depreciation was $25.3 million

down $5.1 million due to the change in

reporting period.

Financing costs of $21.5 million were

up $14.7 million on the prior year once

again reflecting the impact of NZ IFRS 16

with lease interest of $16.4 million.

Interest on debt for the period ended

31 December 19 was $5.1 million, down

$1.7 million on last year reflecting the

shorter reporting period.

Tax expense was $12.8 million, down

$0.9 million on the prior year with an

effective tax rate of 29.9% (27.7%

for February 19) without the one off

benefit of non-assessable income in

the prior year.

Other items

Other net income and expenses of

$4.6 million is down from $9.0 million

for the prior year. December 19 includes

continued costs for refurbishment and

relocation of stores of $3.2 million.

The February 19 figure included $3.5

million leave remediation costs and

an impairment charge of $3.5 million

relating to Carl’s Jr. asset carrying

value in New Zealand, partially offset

by a gain on the sale of the Starbucks

Coffee business. These were not

repeated in the current December

2019 year.

Cash flow & balance sheet

The composition of the Group’s

balance sheet is significantly affected

by the introduction of NZ IFRS 16. Its

introduction has increased the total

assets of the Group by $374.6 million

primarily due to the inclusion of $356.1

million in right of use assets associated

with the Group leased property and

the deferred tax asset created from

the adoption of the standard. Equally

there has been an increase of $426.3

million in liabilities reflecting the future

discounted lease liability on these

leased stores.

Other than the impact of NZ IFRS

16 the balance sheet is largely

unchanged with the exception of net

debt (loans less cash holdings) which

has reduced by $11.5 million to $119.4

million reflecting the build up in cash

from not paying an interim dividend

in preparation for the acquisition in

California. The company’s New Zealand

and Australian banking facilities expire

in October 2020 therefore $101.6

million was included in current liabilities.

Subsequent to year end new facility

agreements were signed with Westpac

Banking Corporation, Bank of China,

Rabobank and J.P. Morgan for a new

facility for approximately $370 million

for refinancing existing debt together

with funding of the new California

acquisition.

Operating cash flows were up $16.4

million to $87.6 million due once again

to the impact of NZ IFRS 16 with $16.0

million of lease payments classified

as financing activities (as payments of

lease principal). After adjusting for NZ

IFRS 16, the operating cash flows are

up $0.3 million to $71.6 million (despite

the change in the reporting period)

reflecting continuing strong profitability

(and some working capital movements).

Net investing cash outflows were $59.7

million (versus $26.7 million last year)

with payments for fixed assets and

intangibles of $59.7 million up from

$36.9 million including the scrape and

rebuild of three Taco Bell stores in

Hawaii, building three new Taco Bell

stores in New Zealand and Australia

and significant KFC refurbishment

expenditure in both those markets.

Last year’s net investing cash flows

also included $10.2 million received

from the sale of nine Pizza Hut stores

and the Starbucks Coffee business.

US expansion

On 23 December 19 the company

announced that it had entered into a

conditional agreement to acquire 59

KFC and 11 joint KFC/Taco Bell stores

in California, USA for $US73 million.

The business generates an annual

turnover of $US95 million and has a

12 month trailing store EBITDA in

excess of $US12 million.

This initiative, which has been well

signalled to the market is a sound

strategic move, providing immediate

critical mass in two very strong brands.

It also provides significant growth

potential for further expansion into

mainland USA.

The transaction is contingent upon

Yum! approval and satisfactory

assignment of leases and other critical

contracts for the business. It is expected

to be completed early in the 2020

calendar year.

Outlook

Following the introduction of the

Taco Bell brand to New Zealand and

Australia (New South Wales) at the end

of December 19, the focus remains

on investing to build brand presence.

While we do not forecast the brand to

be margin positive, it is not expected to

have a material effect on the result in

the year to December 20.

The conditional acquisition of 59 KFC

and 11 joint KFC/Taco Bell stores

in California will have a considerable

impact on the balance sheet and

earnings profile once completed. Once

the acquisition is finalised (provisionally

March-April 2020) further details as to

the financial impact on the company’s

results will be provided.

Further updates will be provided at the

annual meeting.

Acknowledgements

Restaurant Brands has over 9,500

employees serving customers across

our three divisions. This amazing team

of people deliver a great product

and provide a fantastic service to our

customers. We are also fortunate to have

the support of an extraordinary group of

shareholders and board members whose

guidance and trust has proven invaluable

for our Company. Our sincere thanks to

the entire team as we appreciate the

passion and dedication put in by our

staff and leaders, as this is what makes

Restaurant Brands a success.

Annual Shareholders’ Meeting

The Annual Shareholders’ Meeting of

the company will be held in Auckland,

New Zealand on Thursday 28 May

2020.

José Parés

Chairman of the Board

Russel Creedy

Group CEO

29 February 2020

At the time of publishing this annual

report COVID-19 has been declared

a public health emergency across

the world. Up to now it has had no

material effect on the results of the

business in any of the geographic

locations that Restaurant Brands

currently operates, however

following recent developments

there is now likely to be a significant

adverse impact on the Group’s

financial results in FY 20 financial

year, although the value of that

impact cannot be determined at

this stage. We are aware that this is

a rapidly changing situation which

does create uncertainty for all

our stakeholders. We continue to

monitor the situation closely and

take appropriate action based on

advice from the authorities and

we will continue to operate in the

best interests of the health and

safety of our staff and customers.

Our thoughts are with the people

affected by the COVID-19 virus.

26 March 2020

Restaurant Brands New Zealand Limited24Annual Report 31 December 201925Restaurant Brands New Zealand Limited24
“ Since acquisition we have

seen RBD continue to

perform very strongly in its

current businesses (with

record sales and profits

across all three divisions).”

Q&A

José Parés


Q. Finaccess acquired its

75% stake in Restaurant

Brands on April 1 last

year. After ten months of

ownership are there any

regrets on the purchase?

A. Certainly not, we acquired a

solid performing company with

a sound growth strategy and

a stable management team.

Since acquisition we have

seen RBD continue to perform

very strongly in its current

businesses (with record sales

and profits across all three

divisions) and begin to execute

its US expansion strategy with

the agreement to purchase

70 KFC stores in California.

Q. Where are you expecting

to see further growth in the

coming year?

A. In addition to continued

same store sales growth

across its major brands in

New Zealand, Australia

and Hawaii we are looking

forward to seeing a rapid

new store build programme

in New Zealand with both

infill KFC stores and the

new Taco Bell business.

Furthermore we anticipate

our plans to begin building

KFC stores in the Hawaii

market to start coming to

fruition in the coming months.

As always we are constantly

on the look out for acquisition

opportunities, particularly

in Australia.

Q. It was good to see the

company announce the US

mainland KFC acquisition

on 23 December. Are you

expecting this investment

to grow?

A. The company has always

seen this acquisition as a

“beach head” or first step into

the US mainland. Whilst it is

a very sound operation with

sales of $US95 million and

a store EBITDA of $US12

million, we have bought

the business for its growth

potential. The California

market is relatively under-

penetrated by KFC and we are

already looking at new store

opportunities. As we have

with our Australian business,

we are looking to acquire

small franchisees operating

in the Southern California

area. These businesses can

be easily integrated into

our existing network and

contribute additional margin

with minimal additional

overhead.

Q. Clearly RBD has a plethora

of growth opportunities. How

are you proposing to fund

these?

A. As we have previously

signalled, our preference is for

RBD to fund its growth out of

existing cash flows in the first

instance. Hence the dividend

reduction. Secondly RBD is

relatively lightly geared and

can take on considerably more

debt to fund growth initiatives.

To that end we have recently

renegotiated our banking

facilities to better position the

company to do so.

Q. What factors determine

when a dividend will next

be paid?

A. As I said earlier, Restaurant

Brands has identified a number

of tremendous potential

growth opportunities, which

we are keen to encourage.

These opportunities all require

additional capital and it was our

assessment that it made more

sense to use retained earnings

in the first instance to fund

this growth, rather than return

capital to shareholders in the

form of a dividend and then

seek the money back again

through an equity raising.

That said, this company

generates excellent cash flows

and we believe that there may

be a hiatus between such

opportunities to consider

a future dividend. Directors

consider the dividend position

on a regular basis.

Q. Why the change to

Restaurant Brands’ financial

year?

A. Finaccess’ financial year

ends on 31 December and

as a subsidiary of Finaccess

it made sense for Restaurant

Brands to conform to their

reporting regime. It is worth

noting that Yum!, the company’s

major franchisor also balances

at the end of December.

Q. There has been a

complete change to the

RBD board since acquisition.

Can you comment on the

composition and capabilities

of the company’s directors.

A. I believe that we have a

good balance of backgrounds

and skills with the current

board. Independent directors

Lyn and Stephen both have

solid governance experience in

the New Zealand environment

and Emilio, our third

independent director, has a

strong financial background

with large corporates. Carlos,

Luis Miguel and I as non-

independents have wide

commercial backgrounds

through our involvement in

Grupo Modelo and our more

recent experience with AmRest,

a very similar company to

Restaurant Brands.

Q. What have you done to

ensure senior management

retention after the takeover?

A. As a new board we liked

the previous long term

incentive scheme that was

in place, linking reward for

senior executives to enhanced

shareholder value through

share price appreciation. We

are currently working on a

new and similar scheme and

expect to be able to make an

announcement on this shortly.

27Restaurant Brands New Zealand Limited26

“ We are constantly on the

look out for acquisition

opportunities, particularly

in Australia.”

An interview with José Parés, Chairman of

Restaurant Brands on the Company and its

major shareholder, Finaccess.

Annual Report 31 December 2019

Q. Does Finaccess have any

plans to acquire the shares it

does not already own?

A. Finaccess is comfortable

with its current 75% holding

in Restaurant Brands.

It welcomes the public

company disciplines that

Restaurant Brands operates

under and enjoys having

some flexibility, if necessary,

to adjust its holding (although

no changes are immediately

planned). Finaccess has held

varying levels of shareholding

over a number of years in

AmRest, a similarly listed

public company operating in

much the same businesses as

Restaurant Brands in Europe

and currently holds 67% of the

stock on issue.

Q. Have you made any

changes to the company’s

growth strategy since

acquisition?

A. We continue to encourage

management to pursue further

organic growth through strong

operations and marketing,

together with enhancing

ordering and product delivery

capability. We also still see

continuing inorganic growth

opportunities in new store

builds and acquisitions as the

opportunity arises.

Q. Are you seeing any impact

on the company from the

recent COVID-19 virus crisis?

A. At time of interview there

has been very little impact

on RBD arising from the

crisis, but we are very much

aware of the potential impact

of the outbreak on our staff

individually and our operations

in all three markets as a

whole. We have ensured that

management are taking every

precaution and a number of

contingency plans have been

developed to meet the threat.

Annual Report 31 December 201929
Global

brands.

Local

tastes.

Tailored to fit

When it comes to taste and brand appeal,

‘one size does not fit all’. Some operators in our

industry might like to think so but not as far as

we’re concerned. In RBD’s (and its franchisors’)

books, achieving the right balance between

international and local brand success is a fine art.

New Zealanders, for example, to

immediately pick up on years of

international brand relationship

building as if the brand had been

here all along. Good things take

time, as New Zealanders like to say.

Brand flexibility has been especially

important in curating the right

Taco Bell experience for both

New Zealand and Australian markets.

Our experience operating the brand

in Hawaii goes a long way towards

getting the operation right for markets

downunder. But there are differences.

Marketing messages and the precise

calibration of channel mix may

vary between markets according

to different degrees of brand

in-market maturity.

Another prime example of flexing

the brand to suit is how we tailor

the Taco Bell store design for young

New Zealand and Australian audiences.

Certain materials and substrates that

form the base of a US Taco Bell store

could well send the wrong cues to

audiences downunder. So we modify

them accordingly to maximise appeal.

And there are many other factors like

opening hours, market regulations and

so on, that demand a tailored approach

to striking the right brand chord here.

Consider food. It’s easy to understand

and accept the likely differences

between, say, French and German

palates, just as it is between Asian

and US tastes. But did you know for

example that ketchup preferences

differ between Australia and

New Zealand? It’s this attention to

the detailed nuances of individual

markets – listening to consumers,

understanding and meeting their

needs – that ultimately determines

overall business performance.

It’s not just the taste experience we

have to get right, brand experience is

just as pivotal. KFC is well established

in Australia and New Zealand – as

it is around the world. People in our

markets are very familiar with the

brand. But similarities notwithstanding,

we strive to fine tune the brand to

maximise appeal in each market.

For example, KFC is a big sponsor of

cricket in New South Wales while in

New Zealand we choose instead to

take the brand right in amongst super

rugby fans.

Other brands like Carl’s Jr. and Taco

Bell are not so well-known here as

KFC. They may enjoy huge popularity

across multiple international markets

before coming to our shores, but

it would be a mistake to expect

The key to Restaurant Brands’ success

is the way we synchronise the many

different functions that comprise an

expansive, complex and multi-layered

operation. The aim is, after all, to

create the perfect in-store customer

experience. It gets a little more

complicated though when delivering

that across four distinctly different

brands in markets that display

different characteristics.

But as long as we stick to the

fundamentals of monitoring our

markets closely, starting with the

customer and truly getting under the

skin of the experience they’re looking

for, then it’s a lot easier to understand

why no two markets are completely in

step with one another.

To this understanding we bring

an innate curiosity born of an

organisational culture of innovation –

testing, learning and refining to ensure

product, store design, and brand

language combine in precisely the

right balance for a compelling, local

competitive experience.

It’s a bit like saying because everybody’s

different, we need to have all of the

colours in all of the sizes. But however

you look at it, it’s a formula that

continues to deliver.

Restaurant Brands New Zealand Limited28

31Restaurant Brands New Zealand Limited30
Fans are

lining up.

Customers can’t wait to

get a taste of tacos!

Annual Report 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20193233
Onwards and

upwards

Arriving with bells on.

Form an orderly queue,

it’s going to get busy.

We can’t recall the first time we

were asked ‘are you bringing

Taco Bell to New Zealand?’

It was 20 years ago at least.

We’ve maintained a watching

brief on the brand and been

carefully biding our time. At the

end of last year, as our stars

aligned we sounded the

fanfare and launched our first

three Taco Bell stores into

New Zealand and Australia.

And how the customers poured

through the doors. Anticipation

had been building for several

weeks before the openings.

The headlines and social

media had been awash with

references to Taco Bell. Avid

fans slept out overnight to

beat the queues that trailed for

more than a hundred metres

on the opening days.

Since then, tens of thousands

of customers have visited our

Taco Bell stores to be treated

to global taste favourites like

the

Crunchwrap Supreme,

Cheesy Gordita Crunch, and

not forgetting of course,

Crunchy Tacos.

This Californian, Mexican food-inspired brand first

started back in 1962. From a solid 7,000 store base

in the US, Taco Bell has more recently grown beyond

those shores to operate a further 600 stores in more

than 30 countries.

It’s a brand that commands an extraordinary cult-like

following with many pop culture devotees including

references from sports personalities and movie stars.

Even former US President Barack Obama invited

everyone in America to enjoy a free Taco at Taco Bell.

Taco Bell – a global success...

...now in NZ and AUS.

The time is right for Taco Bell to expand downunder. Kiwi and Aussie palates are looking

for new taste experiences and Mexican inspired food in particular has seen a surge

in popularity. Combining this appetite with Taco Bell’s enormous social following, the

market opportunity looks set for long term success.

While this launch of Taco Bell

is new to New Zealand and

Australia, Restaurant Brands is

already very familiar with the

brand. We’ve been operating

37 well-established Taco

Bell stores in Hawaii since

acquiring TD Foods back in

2014. Our store refurbishment

programme there is delivering

between 40% and 60%

growth in same store sales.

With the numbers of customers

visiting our New Zealand and

New South Wales Taco Bells

continuing to surpass our initial

targets, the outlook for 2020

is extremely positive. We will

confidently continue with our

plan to roll out approximately

60 new Taco Bell stores in

New Zealand and Australia

over the next five years.

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20193435
Purpose

Pillars

Strategic theme

Programmes and policies

Caring about people and communitiesEnvironmental consciousnessLeading in food quality

An inclusive and

productive team

focused on wellbeing

Supporting our

communities

Waste

management

Resource

stewardship

Beyond

compliance

Ethical sourcing

Equal opportunity

employment policy

Community

donations

Waste Food


policy

Energy efficiency

programme

Food safety and product

quality programmes


and policies

Supplier audit


programme

Competitive


remuneration policy

Youth development

programme

Cooking oil recycling

programme

Zero air freighting

policy

Artificial colours

and flavours policy

Animal welfare

procurement policy

Zero tolerance


policy - forced or

underage labour

Staff volunteer


programme

Waste reduction

programme

Low impact home

delivery programme

Hormone and steroid

free policy

Palm oil free policy

Job Start


programme

Local procurement

policy

Reduced plastics

policy

Sustainable


fibres policy

(paper and card)

Antibiotic use policy

Sustainable


uniforms policy

Staff satisfaction and

wellness programmes

Carbon footprint


reduction programme

Oil and fat policy

Career progression

pathways


and programmes

Staff food safety


training programme

A thriving business built on brands that our employees and customers love and trust

Continuing our journey

to becoming a more

sustainable business.

This includes, for example, a commitment to reducing our

carbon footprint, through a reduction in the use of air travel

and air freight, and the planned integration of electric cars.

Initiatives such as these (and many others) will become a

fundamental part of our future business growth. We look

forward to sharing our progress with you in future reports.

For those new to our sustainability framework, its pillars

are; caring about people and communities, environmental

consciousness and leading in food quality. Since our last

report, our sustainability leadership team have worked with

our Group CEO’s and CFO’s to benchmark key success

sustainability measures for our business, setting targets

around those pillars so we can measure our success, and

share them in our regular reporting.

Some examples across the pillars include:

• A 30% reduction in our energy usage/per sale by

installing upgraded fryers, and the use of energy

efficient LED lighting.

• A target of 100% recycled card and plastic, and

recycling all of our cooking oil.

• Becoming 100% palm oil free and using fully

sustainable cooking oil. 100% of new staff

undergoing health and safety training before

entering a store.

Our aim is unchanged from 12 months ago: to continually

develop and refine sustainability initiatives that have a

positive impact on the business socially, culturally and

financially. With our targets embedded, we’ll be able to

definitively measure our progress.

On the pages that follow, read about some of the

practical initiatives that are making a positive impact

on our communities. We’re proud to support these

programmes and events.

Over the past 12 months, we’ve been reviewing and

refining the framework of our sustainability strategy,

in line with GRI (Global Reporting Initiative) standards.

We are focused on integrating these refinements into

the fabric of ‘how we do things’.

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20193637
New Zealand

A focus on charitable work

Restaurant Brands is a large employer of young people,

so we have a natural fit with youth-orientated charitable

causes that align with our values - supporting the welfare

of communities through breaking down the barriers to

quality education that underprivileged youth in New Zealand

can face. Here’s how we do that.

The Gift Trust

We’ve established a ‘giving platform’ through The Gift Trust,

a registered charity established in New Zealand to provide

businesses (and individuals) with the means to donate to

registered charities the donor selects. In 2019/2020, we’ve

donated $100,000 to the trust and our intention is that we’ll

maintain that level each year.

Beneficiaries this year include $35,000 to Birthright

New Zealand, which supports single-parent families, and

$35,000 to the Manaiakalani Education Trust, supporting

disadvantaged Māori and Pacifika students.

$10 0K

donated to The Gift Trust

KFC - Supporting Kiwi Lifesavers

Surf Life Saving New Zealand (SLSNZ) is the charity

representing 74 surf life-saving clubs in New Zealand with

around 17,000 members. We’re proud to have been a charity

partner of Surf Life Saving New Zealand since 2012.

Each year, hundreds, if not thousands, of Kiwis and visitors to

New Zealand owe their lives to the work of our surf lifesavers,

KFC are proud to be associated with the organization, and

supports it though our Surf Safe meal. For every Surf Safe

meal sold, KFC donates $1 to national surf lifesaving. In the

last financial year, we’ve raised $92,000 for SLSNZ and will

be distributing this soon.

$92K

raised for SLSNZ in 2019/2020

We champion womens’ golf

KFC has been supporting women’s golf since 2011. We are a

major sponsor of the annual Anita Boon Pro-Am tournament,

providing the KFC Golf Scholarship to further Kiwi women’s

golfing careers.

For the first time, the 2019/2020 KFC scholarship was

awarded to joint winners Hanee Song and Wenyung Keh

who each received $6,500.

Carl’s Jr.– raising our STARS

Supporting the Graeme Dingle Foundation

Graeme Dingle Foundation is a child and youth charity.

It runs successful programmes using the great outdoors,

inspirational classroom leaders and world-class mentors

to help our young people stay on track, develop confidence,

build resilience and self-belief, set goals and contribute

positively to society.

The Foundation’s programmes are delivered across

New Zealand by licensed community trusts. One of the

successful programmes the Foundation runs is the STARS

programme, and we are proud to be a part of it.

Carl’s Jr. has been supporting the Foundation’s STARS

student mentoring programme for the past six years,

donating 10 cents from every Super Star burger sold

to the Foundation.

$25K

donated to the STARS programme

Victim support

Following the terrorism attack on the mosques in Christchurch

last year, and the subsequent death of 51 people, we donated

$50,000 to a victims support Trust. Victims support Trusts

provide financial support to the surviving families of victims of

the attack and we are proud to support it.

Measles outbreak

We donated $3,000 to the Samoan community to combat the

measles epidemic that struck the country earlier this year.

$153K

donated overall in NZ to initiatives

and scholarships

Australia

The KFC Youth Foundation

Building confidence and self-esteem in our

young Aussies

The KFC Youth Foundation is our response to helping young

Aussies. (We employ a lot of them!)

Founded in 2018, the Foundation gives young people the

skills and support they need to thrive in the world now and

in the years beyond, through mentorship, skills development

and promoting mental wellbeing and overcoming adversity.

The Foundation in a major sponsor of REACH; a charity which

runs group workshops and events to help develop confident,

self-aware and passionate young people.

In the 2019/2020 year, the KFC Youth Foundation has

donated $65,000 to various REACH projects, including

the 25 years 25 stories event, Heroes Day and Grounded

workshops. We’ve also given volunteer and food support

for Diverge, an intensive 2-day workshop to help year 9/10

students to uncover their passion.

We’ve funded and supported 9 REACH workshops in Coffs

Harbour and Grafton, are a proud Platinum sponsor of the

Youth Rally, and host the KFC Youth Foundation Gala Ball.

$65K

donated to Australian initiatives and

scholarships this year alone

Hawaii

In 2019/2020 Pizza Hut has continued its sponsorship of

the worldwide BOOK IT! reading program through Hawaii

Literacy; BOOK IT is an incentive program for children in

grades K through six that motivates children to read by

rewarding their reading accomplishments.

The teacher sets a reading goal for each child in the class.

When children meet their monthly goal, the teacher will

recognize them with a Reading Award Certificate, good for a

free one-topping Personal Pan Pizza

®

. When a child redeems

their Reading Award Certificate at Pizza Hut

®

, our team

members celebrate right along with them.

BOOK IT! was created in 1984 and currently reaches millions

of students in elementary schools annually. We’ve donated

$60,000 to the programme, and $91,000 in initiatives and

scholarships throughout Hawaii in total.

$60K

donated to Hawaii Literacy to the

Book IT programme

Key initiatives

Operations report
New Zealand

KFC

KFC once again contributed a strong result

with both sales and profit performance

well up on a full year equivalent basis.

The ongoing benefit of store upgrades,

the impact of six new stores opening

during the year (three in the first quarter)

and higher levels of marketing activity all

assisted in driving sales to an all-time high

for a calendar year with annualised sales

up 8.3%. Same store sales growth

remained very strong, finishing up 5.2%

(compared with +4.3% last year).

Sponsorship of the New Zealand Super

Rugby franchises continues to grow and

enhance the strong brand awareness as

well as continuing to improve customer

engagement.

The brand successfully rolled out a

customer delivery service for 41 KFC

stores during the financial year.

The roll out of this service to various

new regions will continue over the

coming year.

Profitability also remained strong, with

EBITDA of $66.1 million down $4.3 million

due to the reported period only covering

44 weeks, however on an annualised

basis EBITDA was up 10.9%.

As a % of sales, EBITDA was 21.4%,

up on last year’s 20.9%. This improvement

reflects continued sales leverage and

relatively benign ingredient price pressure.

However, some of these benefits were

offset by higher labour costs as KFC

continues to reinvest in staff with more

certainty and stability in their hours as

well as increase wage rates to maintain

a level in excess of rising minimum

wage requirements.

As part of the continuing reinvestment

in the brand, 11 stores received major

upgrades over the year.

Total company owned stores increased

by six to 100 stores with the following

new stores opening; Bombay, Courtenay

place (Wellington), Tauranga Crossing,

Newmarket (Auckland), West City

(Auckland) and Bayfair (Tauranga).

The Bombay store was the first motorway

store opened with Waitomo Fuel and

has delivered excellent sales.

Staff turnover was 72%, which was largely

in line with the previous year’s 70%.

The actual lost time injuries per million

hours increased from 4.1 in the prior year

to 7.0 per million hours in the current year.

It was disappointing to see this increase,

the Group will continue to have a strong

focus on staff safety which we hope will

drive improvements back to lower levels

achieved in previous years.

KFC is expected to deliver another

solid result for the 2020 financial year.

The company’s reinvestment continues

with 11 major store refits planned during

the year with the benefits of this and the

full year impact of the six new stores

expected to continue to drive the brand

forward. Continued high levels of

marketing expenditure will also assist

sales; however increase cost pressures

particularly with rising labour costs will put

pressure on the brand’s EBITDA margin.

KFC remains the engine room of

Restaurant Brands’ New Zealand

operations and is expected to continue

its current momentum into the new

financial year.

10 0

2,815

STORES (+6 franchised)

S TA FF

TOTAL SALES ($NZ M)

EBITDA ($NZ M)

16

16

18

18

17

17

19

19

19

19

308.4

66.1

336.5

319.6

296.5

282.5

70.4

66.5

61.4

57.2

Dec

Dec

Feb

Feb

Annual Report 31 December 201939Restaurant Brands New Zealand Limited38

“ The strong sales and margin

performance is expected to

continue for the 2020 financial

year and KFC is expected to

deliver another solid result.”

Carl’s Jr.Pizza Hut
Total sales decreased to $29.9 million for

the period; however on an annualised basis

sales were up 11%. Same store sales were

also up at 11.3% compared to being down

3.3% last year. EBITDA was up $0.4 million

to $1.3 million, which represented 4.4% of

sales (2.9% February 19).

The introduction of a delivery service in

February 2019 had an immediate and

positive impact on both sales and margin.

This positive impact has continued

throughout the period, with both increased

sales through the delivery service and

increased brand awareness.

Staff turnover was 70%, a significant

improvement on the prior year’s 79% helped

by fixed shift rosters now fully operational in

the business.

Lost time injuries per million hours worked

remains very low at 2.5 per million hours,

this is down on last year of 2.6 per million

hours. There is a continuous focus on safety

as the business aims to maintain this high

safety level.

Carl’s Jr. operates in a very competitive

market and therefore the brand continues to

face many challenges to its continued

growth both in terms of sales and

profitability. The momentum gained in the

December 2019 year through the induction

of the delivery service is set to continue into

the new financial year.

Total sales from Pizza Hut stores operated

by Restaurant Brands were $28.5 million

(down 19.3% or 4.7% on an annualised

basis). Sales for the total Pizza Hut brand

were down 0.3% to $100.7 million on an

annualised basis.

Restaurant Brands’ store numbers

decreased by one over the year. With

two stores closed, three stores sold to

independent franchisees and four new

company stores built at Hobsonville

(Auckland), Windsor Park (Auckland),

Pioneer Highway (Palmerston North)

and Barrington Mall (Christchurch).

Same store sales for company stores

fell 4.1% over the period. The launch of

the new Pizza Hut website in December

will help drive revenue in the new

financial year.

Earnings from company stores were

adversely impacted by the sale of two

established stores to independent

franchisees, combined with the

additional costs of opening four new

stores. There also remains significant

pressure on labour and other non-food

related costs. EBITDA for the year was

$0.9 million, down to 3.1% of sales

versus 5.7% last year.

Staff turnover was 64%, excluding

delivery drivers, which was a further

improvement on 71% for non-delivery

staff last year which in turn was an

improvement from 77% the year before.

Lost time injuries per million hours worked

has increased to 5.0 per million hours up

from 4 per million hours. The level remains

low with a continuing strong focus on staff

safety we hope to see improvements in

the upcoming year.

At year end, company-owned store

decreased by one to 29 (out of a total

of 102 in the market) with independent

franchisee-owned stores at 73, up five

from last year including two new stores

opened by franchisees in Whangarei

and Taupo.

The Pizza Hut business will see continued

growth with two stores expected to

opening in the first quarter of 2020 as

Restaurant Brands continues to expand

the store network. The company’s move

to a master franchisee model continues

on plan with company owned stores

expected to have reduced to 15 by the

end of the 2020 year. Royalties from

Pizza Hut franchises hit an all-time high

with number of franchise stores up four

on last year.

1829

401357

STORESSTORES (+73 franchised)

S TA FFS TA FF

TOTAL SALES ($NZ M)TOTAL SALES ($NZ M)

EBITDA ($NZ M)

1616

1616

1818

1818

1717

1717

1919

1919

1919

1919

29.9

28.5

31.9

35.4

34.9

41.1

36.3

40.5

33.4

44.9

1.3

0.9

0.9

2.0

2.0

3.2

1.0

4.1

0.4

4.9

DecDec

DecDec

FebFeb

FebFeb

EBITDA ($NZ M)

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20194041

“ The introduction of a delivery

service in February 2019 had an

immediate and positive impact

on both sales and margin.”

Taco Bell
Taco Bell successfully launched its first

store in New Lynn, Auckland during

November 2019 with average weekly

sales of over $0.1 million. Taco Bell

Shortland Street, Auckland is expected

to open in the second quarter of 2020.

The financial impact of the first store

opening has been minimal on the

December 2019 period and it is not

expected to have a big impact on the

2020 year.

Taco Bell is an exciting addition to the

brand portfolio operating in New Zealand

which we expect to grow into a significant

part of our New Zealand operations over

the coming years.

1

$(0.3)M

$0.7M

50

STORE

S TA FF

TOTAL SALES ($NZ M)

EBITDA ($NZ M)

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Operations report

Australia

Annual Report 31 December 201943Restaurant Brands New Zealand Limited42

“ Average weekly sales

over $0.1 million.”

Taco Bell (New South Wales)KFC
Taco Bell successfully launched its first two

stores in New South Wales during December

2019. An additional five stores are forecast

to be opened during the 2020 year.

The financial impact of the first store

opening has been minimal on the December

2019 period and it is not expected to have

a big impact on the 2020 year.

The launch of the brand in Australia has

been well received by customers which is

expected to continue as more stores open.

We therefore expect the Taco Bell brand in

Australia to grow into a significant part of

our Australian operations in the future.

Although sales are down $NZ23.0 million

due to this reporting period only being

for 44 weeks sales are up 4.0% on an

annualised basis and same store sales

up by 5.1% over last year.

Higher sales have been driven by organic

growth from the existing stores as well as

expansion in the home delivery channel

which has been expanded into a number

of new stores.

There was one new store opened and

one store acquired during the period

to increase store numbers to 63 at

December 19. This, combined with

the refurbishment of 15 stores has also

helped to drive the sales increase.

Although the Australian business has a

young workforce, it is relatively stable by

market norms. Staff turnover was 42.6% in

the December 19 period, an improvement

from 44.6% for the February 19 year.

The Australian business has a strong

focus on accident prevention. The number

of lost time injuries per million hours was

10 for the December 19 year, down from

12 in the February 19 year.

The positive results from the Australian

operations are expected to continue

into the new financial year. With new

opportunities to expand the network both

through acquisitions and new store builds.

The reinvestment in refurbishing current

stores will also continue.

63

3,766

STORES

S TA FF

TOTAL SALES ($NZ M)

EBITDA ($NZ M)

18

18

17

17

19

19

19

19

168.5

191.5

151.8

97.2

25.9

29.1

22.0

15.0

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2

$(0.7 )M

$0.6M

121

STORES

S TA FF

TOTAL SALES ($NZ M)

EBITDA ($NZ M)

Dec

Dec

Feb

Feb

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20194445

“ An additional five stores are

forecast to be opened during

the December 2020 year.”

Operations report
Hawaii

Pizza Hut

The brand contributed $2.3 million to the

Group’s EBITDA which on an annualised

basis is in line with last year. The business

continues to be under margin pressure

from Hawaii’s rising direct labour costs

and the required participation in US wide

value promotions which has seen the

EBITDA margin drop from 3.6% to 3.4%.

Pizza Hut sales for the period of $67.3

million were up 3.7% on an annualised

basis with same store sales of 3.0% a

significant improvement from -2.1%

last year.

As part of our process of refreshing the

brand we closed 7 stores during the

period. This was part of our strategy

of closing some of the very old dine-in

restaurants and replacing them with

smaller and more efficient delivery and

carry-out (delco) style outlets. This will

have a positive effect on future trading

results and operations.

Staff turnover was 79% in the December

2019 period an improvement from

83% for the February 2019 year.

This improvement is particularly pleasing

given the challenging labour market in

Hawaii which makes retaining staff

critical to the business.

Lost time injuries per million hours were

4.3, an improvement over 4.5 reported

last financial year. For the period ended

31 December 2019 there was a total of

four accidents down from six last year,

which continues to reflect the good

safety record operated in Hawaii.

We are currently in final negotiations

with Yum! for the renewal of a number of

licenses for our Pizza Hutt stores which

we expect to be completed within the first

quarter of the 2020 year. With long term

certainty established over the future of

our Pizza Hut stores and the strategic

decision to close various old style stores,

this will allow us to accelerate the

refurbishment reinvestment program.

It will also help improve revenue and

profitability in the brand.

37

1,015

STORES

S TA FF

TOTAL SALES ($NZ M)

18

18

19

19

19

19

67.3

76.7

72.0

2.3

2.8

4.7

Dec

Dec

Feb

Feb

EBITDA ($NZ M)

Restaurant Brands New Zealand Limited46Annual Report 2019 / 202047

“ Pizza Hut contributed $2.3

million to the Group’s EBITDA

which on an annualised basis

is in line with last year.”

Taco Bell
Taco Bell had another successful

year with total sales up 13.3% on an

annualised and same store sales up

13.7% on last year. The brand contributed

$20.5 million to the Group’s EBITDA for

the 44 week period, up 15.8% over last

year on an annualised basis.

One new store opened in December

2019 lifting the number of stores to 37.

The refurbishment strategy continues

with two stores completely rebuilt

and a further store currently under

construction. A further six stores are

in the pre-construction stage with

building permits being sought from

local government. We continue to

see a significant uplift in sales from

refurbished shops. This is expected

to continue to drive future sales.

Staff turnover was 52% in the December

2019 financial period, which is a

significant improvement on 63% for

the February 2019 year. The above store

management team is very stable with

no significant turnover in this team in

several years.

Lost time injuries per million hours were

8.1 for the period with a total of seven

accidents, up from two last year. Although

the increase in lost time accidents is

disappointing, the number remains low

by industry standard. Safety of our team

and customers continues to be extremely

important to the Group.

The positive results from Taco Bell

are expected to continue with strong

promotional activities including new

product development combined with

the impact of more stores in the network

being refreshed.

37

920

STORES

S TA FF

TOTAL SALES ($NZ M)

EBITDA ($NZ M)

18

18

19

19

19

19

101.6

106.0

95.5

20.5

21.0

19.4

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Dec

Dec

Feb

Feb

Annual Report 31 December 201949Restaurant Brands New Zealand Limited48

“ The brand contributing $20.5 million

to the Group’s EBITDA for the 44

week period up 15.8% over last year

on an annualised basis.”

Board of directors
1

3

5

2

4

6

1. José Parés

Chairman

Term of office

Appointed Director 1 April 2019 and appointed

Chairman 10 July 2019. Last re-elected 2019

Annual Meeting

Board committees

Member of the Audit and Risk Committee

Profile

José is the Chief Executive Officer of Finaccess

Capital. He is also the Chairman of the Board

and a Proprietary Director of AmRest Holdings

SE. During his professional carrier he has

been Director of the Board of Crown Imports,

Chicago, Il, the Vice Chairman of the Board of

MMI, Toronto, Canada, Director of the Board of

DIFA, Mexico and former member of the Beer

Chamber of Mexico.

Previously, José worked for 19 years at Grupo

Modelo (Mexico), in various positions, including

Chief Operating Marketing & International Sales

Officer where he oversaw growth of Grupo

Modelo’s annual revenues from $US1 billion

to $US3 billion.

José graduated from Universidad Panamericana,

Mexico (Business and Finance) and completed

his MBA at ITAM, Mexico as well as the

Business D-1 Program at IPADE, Mexico

and Executive Programme at Wharton,

San Francisco.

2. Emilio Fullaondo

Independent Non-Executive Director

Term of office

Appointed Director 1 April 2019. Last

re-elected 2019 Annual Meeting

Board committees

Chairman of the Audit and Risk Committee,

Member of the Appointments and

Remuneration Committee and the Health and

Safety Committee

Profile

Emilio is a senior executive with over 23 years

of experience in the beer industry. Emilio

worked in a number of finance roles for Grupo

Modelo, including four years as Chief Financial

Officer. Following the acquisition of Grupo

Modelo by AB InBev in 2013, Emilio oversaw

significant cultural and organisational changes

at AB InBev (Mexico) as Vice President, Human

Resources (to 2017) and Vice President,

Projects until his resignation in January 2019.

Emilio is currently a Director and Chairman of

the Audit and Control Committee of AmRest

Holdings SE.

Emilio graduated from ITAM, Mexico (Public

Accountant) and completed his MBA at the

same institution as well as the Executive

Management (AD) Program at IPADE, Mexico.

3. Carlos Fernández

Non-Executive Director

Term of office

Appointed Director 10 July 2019

Profile

Over the last 30 years, Carlos Fernández

has held positions in various business sectors.

He was the CEO (1997-2013) and Chairman

of the Board of Directors (2005-2013) of

Grupo Modelo.

From the time he was named CEO, up to

2013, this group consolidated its position as

the leading brewing company in Mexico, the

seventh largest worldwide and the world’s

largest beer exporter.

He has also served on the boards of national

and international companies, including

Anheuser Busch (US), Emerson Electric Co.

(US), Seeger Industrial (Spain), Grupo Televisa

(Mexico), Crown Imports Ltd. (US), Inbursa

(Mexico) and Mexican Stock Exchange (Bolsa

Mexicana de Valores). He has served on the

advisory board of Grupo Modelo and has also

been a member of the international advisory

board at Banco Santander, S.A. and a director

of Grupo Financiero Santander Mexico S.A.B

de C.V.

Carlos is currently Chairman of the Board of

Directors of Grupo Finaccess S.A.P.I. de C.V.

- a company of which he was founder and

which controls 75% of Restaurant Brands

ordinary shares. Grupo Finaccess is also active

in Mexico, Europe, Asia and the US. Carlos is

also a Proprietary Director of AmRest Holdings

SE, S.A. and a non-executive director of

Inmobiliaria Colonial, S.A.

Carlos is an industrial engineer and has

also participated in senior management

programmes at the IPADE Business School

(Instituto Panamericano de Alta Direccion

de Empresa).

4. Luis Miguel Álvarez

Non-Executive Director

Term of office

Appointed Director 10 July 2019

Profile

Luis Miguel is a Board Member, Audit

Committee Member and Investment Committee

Member of Grupo Finaccess, S.A.P.I. de C.V.

(since 2013). He is also the Founder & CEO

of Compitalia, S.A. de C.V., a family investment

company business which primarily invests

directly in target companies through equity

holdings and real estate investments, primarily

in sectors such as: energy, restaurants, real

estate projects and financial funds.

For over 25 years Luis Miguel occupied

different positions within several Grupo Modelo

entities (including the Vertical Companies)

Director of Grupo Modelo, S.A.B. de C.V.,

President & General Manager of Gmodelo

Agriculture, LLC., Idaho Falls, Idaho, Vice

President & General Manager of Gmodelo

Agriculture, Inc.). During his time at Grupo

Modelo, Luis Miguel held various board

positions within the group, including: Alternate

Board Member and Executive Committee

Member of Grupo Modelo, S.A.B. de C.V., Board

Member and Executive Committee Member of

InteGrow Malt, LLC., as well as Board Member

of Impulsora Agricola, S.A. and International

CO2 Extraction LLC.

Luis Miguel is currently a Proprietary Director

of AmRest Holdings SA and a board member

of other private and not for profit organisations.

5. Stephen Ward

Independent Non-Executive Director

Term of office

Appointed Director 10 July 2019

Profile

Stephen Ward is a professional Director with

diverse corporate governance experience

in New Zealand and Australia together with

extensive expertise as a corporate and

commercial lawyer in New Zealand. Stephen

is a Non-Executive Director of Sydney Airport

Limited and the Chair of its Safety, Security and

Sustainability Committee. Stephen is the Non-

Executive Chair of SecureFuture Wiri Limited.

He is a member of the National Provident Fund

Trust Board.

He holds voluntary positions on the boards of

Wellington Free Ambulance, and The Life Flight

Trust. Stephen is also the Independent Chair of

the Advisory Council for the Financial Dispute

Resolution Service.

Stephen was previously an independent

director and member of the Audit & Risk and

Appointments & Remunerations Committees of

Sovereign Assurance Company Limited. He also

served as an Independent Director, Chair of the

Audit & Risk Committee and Chair of the Board

at MAp Airports International Limited.

Stephen was a partner of Simpson Grierson,

one of New Zealand’s leading law firms for over

20 years (including over 14 years as a member

of the firm’s Board of Management) and

continues to be a consultant to the firm.

Stephen holds an LLB from the University of

Canterbury, is a member of the New Zealand

Law Society and is a Chartered Member of the

New Zealand Institute of Directors.

6. Huei Min (Lyn) Lim MNZM

Independent Non-Executive Director

Term of office

Appointed Director 10 July 2019

Profile

Lyn Lim has diverse Board and Committee

Chair experience and is culturally competent.

She is experienced in investment structures,

risk management, HR, HSW, AML, dispute

management and compliance.

She is on the boards of Auckland University of

Technology (AUT), Auckland Regional Amenities

Funding Board and General Capital Limited.

She is also a trustee of the Asia New Zealand

Foundation and holds voluntary position on the

board of Middlemore Foundation.

Lyn has served on the boards of the

New Zealand Shareholders’ Association,

Public Trust (and chaired the Human

Resources and Remuneration Committee),

the New Zealand China Trade Association,

the Hong Kong and New Zealand Business

Association, was the Chair of the New Zealand

Chinese Youth Trust and held the positions of

Trustee, Deputy Chair and Chair of Foundation

North (the biggest and leading philanthropic

entity in New Zealand). She has been a member

of ANZ Private Bank External Advisory Board

and has served as a council member of the

Auckland District Law Society Inc.

Lyn holds an LLB (Hons) from the University of

Canterbury and has 30 years of legal practice

specialising in commercial, corporate and

governance issues and dispute resolution.

In 2017, Lyn was appointed as a Member of the

New Zealand Order of Merit for her services to

New Zealand-Asia relations and governance.

Lyn is a Chartered Member of the New Zealand

Institute of Directors, a member of the

New Zealand Law Society and a member

and Vice Chair of the Women in Business

Committee of the Inter Pacific Bar Association.

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20195051

Annual Report 31 December 201953Restaurant Brands New Zealand Limited52
Consolidated income statement

for the 44 week period ended 31 December 2019


$NZ000’s

31 Dec 2019

44 weeks

vs Prior

%

25 Feb 2019

52 weeks

Sales

KFC308,357

(8.4)336,534

Pizza Hut28,515

(19.3)35,350

Starbucks Coffee–

(100.0)16,022

Carl's Jr.29,920

( 6 .1)31,864

Tac o B ell729

n/a–

Total New Zealand sales367, 521

(12.4)419,7 70

KFC 168,532

(12.0)191,547

Tac o B ell573

n/a–

Total Australia sales16 9,10 5

(11.7 )191,547

Tac o B ell101,586

(4.2) 106,004

Pizza Hut67, 329

(12.2) 76,725

Total Hawaii sales168,915

(7.6) 182,729

Total sales705, 5 41

(11.1)794,046

Other revenue28,125

(13.1)32,357

Total operating revenue733,666

(11. 2 )826,403

Cost of goods sold(587,874)

13.2( 6 7 7,18 5 )

Gross margin145,792

(2.3)149, 218

Distribution expenses (3,976)

(9.6)(3,629)

Marketing expenses(39,524)

11. 3(44,542)

General and administration expenses(33,306)

7. 0(35,818)

Other items(4,616)

4 8.7(8,997)

Operating profit (EBIT)64,370

14.556,232

Financing expenses(21,464)

(215.8)(6,797)

Net profit before taxation42,906

(13.2)49,435

Taxation expense (12 ,815)

6.4(13,69 4)

Net profit after taxation (NPAT)30,091

(15.8)35,741

% sales% sales

Concept EBITDA before G&A

KFC66,065

21.4( 6 .1)70,384 20.9

Pizza Hut885 3 .1( 5 6 .1)2,017 5.7

Starbucks Coffee–n/a(100.0)3 ,110 19.4

Carl's Jr.1,302 4.441. 0923 2.9

Tac o B ell(345)(47. 3 )n/a–n/a

Total New Zealand67,907 18.5(11. 2 )76,434 18.2

KFC 25,902

15.4(10.9)29,064 15.2

Tac o B ell(700)(122.1)n/a–n/a

Total Australia25,202 14.9(13.3)29,064 15. 2

Tac o B ell20,546 20.2(2.0) 20,968 19.8

Pizza Hut2,319 3.4(16.6) 2,781 3.6

Total Hawaii22,865 13.5(3.7 ) 23,749 13.0

Total concept EBITDA before G&A115 , 9 74 16.4(10.3)129, 247 16.3

Ratios

Net tangible assets per security (net tangible assets

divided by number of shares) in cents9.9(19.6)

Cost of goods sold are direct costs of operating stores: food, paper, freight, labour and store overheads. Distribution expenses are costs of distributing

product from store. Marketing expenses are order centre, advertising and local store marketing expenses. General and administration expenses (G&A)

are non-store related overheads.

“ KFC remains the engine

room of Restaurant Brands’

New Zealand operations”

Restaurant Brands New Zealand Limited54Annual Report 31 December 201955
Consolidated income statement

for the period ended 31 December 2019

annualised unaudited results for 52 weeks - based on audited 44 week period results

Non-GAAP financial measures

for the 44 week period ended 31 December 2019


$NZ000’s

Reported

31 Dec 2019

Audited

44 weeks

Annualised

31 Dec 2019

Unaudited

52 weeks

Annualised

% change

Reported

25 Feb 2019

Audited

52 weeks

Sales

KFC308,357 364,422

8.3%336,534

Pizza Hut2 8 , 515 33,700

(4.7 %)35,350

Starbucks Coffee––

n/a16,022

Carl's Jr.29,920 35,360

11. 0 %31,864

Tac o B ell729 861

n/a–

Total New Zealand sales367, 521 434,343

3.5%419,7 70

KFC 168,532 199,174

4.0%191,547

Tac o B ell573 677

n/a–

Total Australia sales16 9,10 5 199,852

4.3%191,547

Tac o B ell101,586 120,056

13.3% 106,004

Pizza Hut6 7, 3 2 9 79,570

3.7 % 76,725

Total Hawaii sales168,915 199,626

9.2% 182,729

Total sales705, 5 41 833,821

5.0%794,046

Other revenue2 8 ,12 5 33,239

2.7 %32,357

Total operating revenue733,666 867,060

4.9%826,403

Cost of goods sold(587,874)(694,760)

(2.6%)( 6 7 7,18 5 )

Gross margin145,792 172 , 30 0

15.5%149, 218

Distribution expenses (3,976)(4,699)

(29.5%)(3,629)

Marketing expenses(39,524)(46,710)

(4.9%)(44,542)

General and administration expenses(33,309)(39,365)

(9.9%)(35,818)

Other items(4,616)(5,455)

39.4%(8,997)

Operating profit (EBIT)64,37076,072

35.3%56,232

Financing expenses(21,464)(25,367)

(273.2%)(6,797)

Net profit before taxation42,90650,706

2.6%49,435

Taxation expense (12,815)(15 ,14 5 )

(10.6%)(13,69 4)

Net profit after taxation (NPAT)30,09135,562

(0.5%)35,741

Concept EBITDA before G&A

KFC66,065 78,076

10.9%70,384

Pizza Hut885 1,046

( 4 8 .1% )2,017

Starbucks Coffee––

n/a3 ,110

Carl's Jr.1,302 1,538

66.6%923

Tac o B ell(345)(408)

n/a–

Total New Zealand67,907 80,253

5.0%76,434

KFC 25,902 3 0 , 611

5.3%29,064

Tac o B ell(700)(827)

n/a–

Total Australia25,202 29,784

2.5%29,064

Tac o B ell20,546 24,282

15.8 % 20,968

Pizza Hut2,319 2 ,740

(1.5%) 2,781

Total Hawaii22,865 27,023

13.8% 23,749

Total concept EBITDA before G&A115 , 9 74137,0 6 0

6.0%129, 247

1 The annualised December 2019 figures are an arithmetic calculation grossing up the 44 week audited results to reflect an equivalent 52 week

period. This has been done for illustrative purposes only.

The Group results are prepared in accordance with New Zealand Generally Accepted Accounting Practice (“GAAP”) and comply with

International Financial Reporting Standards (“IFRS”). These financial statements include non-GAAP financial measures that are not

prepared in accordance with IFRS. The non-GAAP financial measures used in this presentation are as follows:

1. EBITDA before G&A and other items. The Group calculates Earnings Before Interest, Tax, Depreciation and Amortisation

(“EBITDA”) before G&A (general and administration expenses) and other items by taking net profit before taxation and adding

back (or deducting) financing expenses, other items, depreciation, amortisation and G&A. The Group also refers to this measure

as Concept EBITDA before G&A and other items. This measure provides the results of the Group’s core operating business

and excludes those costs not directly attributable to stores. This is believed to be a useful measure to assist in the understanding

of the financial performance of the Group.

The term Concept refers to the Group’s seven operating divisions comprising the New Zealand divisions (KFC, Pizza Hut, Taco Bell

and Carl’s Jr.), two Australian divisions (KFC and Taco Bell) and the two Hawaii divisions (Taco Bell and Pizza Hut). The term G&A

represents non-store related overheads.

2. Total NPAT excluding the impact of NZ IFRS 16. Total Net Profit After Taxation (“NPAT”) excluding the impact of NZ IFRS 16

is calculated by taking profit after taxation attributable to shareholders and adding back (or deducting) lease items whilst also

allowing for any tax impact of those items. This measure reflects the performance of the business, excluding costs associated

with the adoption of NZ IFRS 16 and is considered a useful measure to assist with understanding the financial performance of

the Group.

3. Capital expenditure including intangibles. Capital expenditure including intangibles represents additions to property, plant and

equipment and intangible assets. This measure represents the amount of reinvestment in the business and is therefore a useful

measure to assist the understanding of the financial position of the Group.

The Group believes that these non-GAAP measures provide useful information to readers to assist in the understanding of the

financial performance and position of the Group but that they should not be viewed in isolation, nor considered as a substitute for

measures reported in accordance with IFRS. Non-GAAP measures as reported by the Group may not be comparable to similarly titled

amounts reported by other companies.

The following is a reconciliation between these non-GAAP measures and net profit after taxation:

$NZ000’s Note* 31 Dec 201925 Feb 2019

EBITDA before G&A, NZ IFRS 16 and other items 1115 , 9 74 129, 247

Depreciation(25,250)( 3 0 ,16 3 )

Loss on sale of property, plant and equipment (included in depreciation)(106)(146)

Lease deprecation(22,395) –

Add back lease costs32,369 –

Amortisation (included in cost of sales)( 2 ,17 8 )( 3 ,112 )

General and administration costs – area managers, general managers and support centre(29,428)(30,597)

Other income722 3,034

Other expenses(5,338)(12,031)

EBIT64,370 56,232

Financing costs(21,464)(6,797)

Net profit before taxation 42,906 49,435

Taxation expense(12,815)(13,69 4)

Net profit after taxation30,091 35,741

Add back NZ IFRS 16 impact6,076 –

Taxation expense on NZ IFRS 16 impact(1,547 ) –

Net profit after taxation excluding NZ IFRS 16

234,620 35,741

*

Refers to the list of non-GAAP measures as listed above.

1

Annual Report 31 December 201957
The Directors of Restaurant Brands New Zealand Limited (Restaurant Brands)

are pleased to present the financial statements for Restaurant Brands and

its subsidiaries (together the Group) for the period ended 31 December 2019

contained on pages 58 to 92.

Financial statements for each financial period fairly present the financial position of the Group and its financial performance and

cash flows for that period and have been prepared using appropriate accounting policies, consistently applied and supported by

reasonable judgments and estimates and all relevant financial reporting and accounting standards have been followed.

Proper accounting records have been kept that enable, with reasonable accuracy, the determination of the financial position

of the Group and facilitate compliance of the financial statements with the Financial Markets Conduct Act 2013.

Adequate steps have been taken to safeguard the assets of the Group to prevent and detect fraud and other irregularities.

The Directors hereby approve and authorise for issue the financial statements for the period ended 31 December 2019.

For and on behalf of the Board:

J o s ́e P a r ́e s

Chairman

28 February 2020

Emilio Fullaondo

Director

Directors’ statement

57

Consolidated statement of comprehensive income

58

Consolidated statement of changes in equity

59

Consolidated statement of financial position

60

Consolidated statement of cash flows

61

Basis of preparation

63

Notes to and forming part of the financial statements

64

Restaurant Brands is pleased to present its

financial statements.

The results for the period ended 31 December

2019 are for 44 weeks as compared to the

period ended 25 February which covers

52 weeks.

Note disclosures are grouped into five sections

which the Directors consider most relevant

when evaluating the financial performance

of Restaurant Brands.

Section Note Reference

Performance 1-3

Funding and equity 4-7

Working capital 8-12

Long term assets 13-20

Other notes 21-31

Financial statements

December 2019

Significant accounting policies which

are relevant to an understanding of the

financial statements and summarise the

measurement basis used are provided

throughout the notes and are denoted by

the highlighted text surrounding them.

Directors’ statement

for the 44 week period ended 31 December 2019

Contents Page

56Restaurant Brands New Zealand Limited

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20195859
Consolidated statement of comprehensive income

for the 44 week period ended 31 December 2019

Consolidated statement of changes in equity

for the 44 week period ended 31 December 2019

$NZ000’s Note 31 Dec 201925 Feb 2019

Store sales revenue1,2705, 5 41 794,046

Other revenue

1,228,125 32,357

Total operating revenue733,666 826,403

Cost of goods sold(587,874)( 6 7 7,18 5 )

Gross profit145,792 149,218

Distribution expenses(3,976)(3,629)

Marketing expenses(39,524)(44,542)

General and administration expenses(33,306)(35,818)

Other income

2722 3,034

Other expenses

2(5,338)(12,031)

Operating profit (EBIT)

164,370 56,232

Financing expenses

4(21,464)(6,797)

Profit before taxation42,906 49,435

Taxation expense

21(12 ,815)(13,69 4)

Profit after taxation attributable to shareholders 30,091 3 5 ,741

Other comprehensive income:

Exchange differences on translating foreign operations1,707 4 ,18 9

Share option reserve – (34)

Derivative hedging reserve(1,473)(836)

Income tax relating to components of other comprehensive income217 182

Other comprehensive income for the period, net of tax451 3,501

Total comprehensive income for the period attributable to shareholders30,542 39,242

Basic earnings per share from total operations (cents)

324 .12 28.77

Diluted earnings per share from total operations (cents)

324 .12 28.77

The accompanying accounting policies and notes form an integral part of the financial statements.

$NZ000’s Note

Share

capital

Share

option

reserve

Foreign

currency

translation

reserve

Derivative

hedging

reserve

Retained

earningsTotal

For the 52 week period ended 25 February 2019

Balance at the beginning of the period148,491 34 (6,060)174 58,969 201,608

Comprehensive income

Profit after taxation attributable to shareholders– – – – 3 5 ,741 35,741

Other comprehensive income

Movement in share option reserve – (34) – – – (34)

Movement in foreign currency translation reserve – – 4 ,18 9 – – 4 ,18 9

Movement in derivative hedging reserve – – – (654) – (654)

Total other comprehensive income – (34)4 ,18 9 (654) – 3,501

Total comprehensive income – (34)4 ,18 9 (654)35,741 39,242

Transactions with owners

Shares issued6 ,13 2 – – – – 6 ,132

Shares issued costs(58) – – – – (58)

Net dividends distributed – – – – (22,254)(22,254)

Total transactions with owners6,074 – – – (22,254)(16 ,18 0 )

Balance at the end of the period

7154,565 – (1,871)(480)72,456 224,670

For the 44 week period ended 31 December 2019

Balance at the beginning of the period154,565 – (1,871)(480)72,456 224,670

Adoption of NZ IFRS 16

16 – – – – (47, 218 )(47, 218)

Restated balance at the beginning of the period154,565 – (1,871)(480)25,238 177, 452

Comprehensive income

Profit after taxation attributable to shareholders – – – – 30,091 30,091

Other comprehensive income

Movement in foreign currency translation reserve – – 1,707 – – 1,707

Movement in derivative hedging reserve – – – (1,256) – (1,256)

Total other comprehensive income – – 1,707 (1,256) – 451

Total comprehensive income – – 1,707 (1,256)30,091 30,542

Balance at the end of the period

7154,565 – (164)(1,736) 55,329 207, 994

The accompanying accounting policies and notes form an integral part of the financial statements.

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20196061
Consolidated statement of financial position

as at 31 December 2019

Consolidated statement of cash flows

for the 44 week period ended 31 December 2019

$NZ000’s Note 31 Dec 201925 Feb 2019

Non-current assets

Property, plant and equipment

13175,781 153,4 0 0

Right of use assets

1435 6 ,132 –

Sub-lease receivable1,029 –

Intangible assets

2024 9,14 0 249,093

Deferred tax asset

2136,353 16,30 4

Derivative financial instruments

5 – 339

Total non-current assets818,435 419 ,13 6

Current assets

Inventories

812 , 415 10,226

Trade and other receivables

99,528 12 ,10 9

Income tax receivable1,546 2,734

Cash and cash equivalents

1034,965 15,034

New stores developed for sale

113,015 1,038

Total current assets61,469 41,141

Total assets879,904 460,277

Equity attributable to shareholders

Share capital

7154,565 154,565

Reserves

7(1,900)( 2 , 3 51)

Retained earnings55,329 72,456

Total equity attributable to shareholders207, 994 224,670

Non-current liabilities

Provision for employee entitlements

22676 782

Deferred income

23328 7,852

Loans

452 ,748 145,491

Lease liabilities

18409,309 –

Derivative financial instruments

5 2 , 217 1,10 0

Total non-current liabilities465,278 155,225

Current liabilities

Loans

4101,578 362

Income tax payable3,563 4,275

Trade and other payables

1278,791 73,386

Provision for employee entitlements

221,584 1,567

Lease liabilities

1821,039 –

Deferred income

2377 792

Total current liabilities206,632 80,382

Total liabilities671,910 235,607

Total equity and liabilities879,904 460,277


The accompanying accounting policies and notes form an integral part of the financial statements.

$NZ000’s Note 31 Dec 201925 Feb 2019

Cash flows from operating activities

Cash was provided by/(applied to):

Receipts from customers734,263 825,540

Payments to suppliers and employees(609,579)(731,317)

Interest paid (5,370)(6,801)

Interest paid on leases

19(16, 351) –

Payment of income tax(15,338)(16 ,15 9 )

Net cash from operating activities87,625 71,263

Cash flows from investing activities

Cash was (applied to)/provided by:

Acquisition of business

20(647) –

Payment for intangibles(4 , 911)(3,820)

Purchase of property, plant and equipment(54,772)( 3 3 ,114 )

Proceeds from disposal of property, plant and equipment555 10 ,15 9

Landlord contributions received105 46

Net cash used in investing activities(59,670)(26,729)

Cash flows from financing activities

Cash was provided by/(applied to):

Proceeds from loans265,345 336,535

Repayment of loans(257,521)(358,487)

Dividends paid to shareholders – (17,70 0 )

Payments for lease principal

19(16,019) –

Share issue costs – (58)

Net cash used in financing activities( 8 ,19 5 )(39,710)

Net increase in cash and cash equivalents19,760 4,824

Cash and cash equivalents at beginning of the period15,034 10 ,14 0

Opening cash balances acquired on acquisition 3 –

Foreign exchange movements168 70

Cash and cash equivalents at the end of the period34,965 15,034

Cash and cash equivalents comprise:

Cash on hand

101,680 446

Cash at bank

1033,285 14,588

34,965 15,034

The accompanying accounting policies and notes form an integral part of the financial statements.

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20196263
Consolidated statement of cash flows (continued)

for the 44 week period ended 31 December 2019

$NZ000’s 31 Dec 201925 Feb 2019

Reconciliation of profit after taxation with net cash from operating activities

Total profit after taxation attributable to shareholders30,091 3 5 ,741

Add items classified as investing/financing activities:

Loss/(gain) on disposal of property, plant and equipment3,590 (2,946)

3,590 (2,946)

Add/(less) non-cash items:

Depreciation47,646 30,309

Lease termination(301) –

Share option amortisation – 258

(Decrease)/increase in provisions(67)90

Amortisation of intangible assets3,959 5 ,147

Impairment on property, plant and equipment(660)3,290

Net increase in deferred tax asset(3 ,187 )(1,432)

47, 39 0 3 7, 6 6 2

Add/(less) movement in working capital:

(Increase)/decrease in inventories(2 ,16 6 )1,732

Decrease/(increase) in trade and other receivables645 (3,540)

Increase in trade and other payables7,629 3,601

Increase/(decrease) in income tax payable446 (987)

6,554 806

Net cash from operating activities87,625 71,263

Reconciliation of movement in term loans

Opening balance145, 853 166,815

Net cash flow from financing activities7, 824 (21,952)

Foreign exchange movement649 990

Closing balance154,326 145,853


The accompanying accounting policies and notes form an integral part of the financial statements.

1. Reporting entity

The reporting entity is the consolidated group (the “Group”) comprising the economic entity Restaurant Brands New Zealand Limited

(the “Company”) and its subsidiaries. Restaurant Brands New Zealand is a limited liability company incorporated and domiciled in

New Zealand. The principal activity of the Group is the operation of quick service and takeaway restaurant concepts in New Zealand,

Australia, Hawaii, Saipan and Guam.

Restaurant Brands New Zealand Limited is registered under the Companies Act 1993 and is an FMC reporting entity under Part 7 of

the Financial Markets Conduct Act 2013. The address of its registered office is Level 3, Building 7, Central Park, 666 Great South Road,

Penrose, Auckland.

The Company is listed on the New Zealand Stock Exchange (“NZX”) and the Australian Securities Exchange (“ASX”) and is an FMC

reporting entity and subject to the Financial Markets conduct Act 2013 legislative provisions. The Group is designated as a for-profit

entity for financial reporting purposes.

Subsidiaries of the Company are as follows:

NameNature

Restaurant Brands LimitedRestaurant operating

Restaurant Brands Australia Pty LimitedRestaurant operating

QSR Pty LimitedRestaurant operating

Taco Aloha Inc.Restaurant operating

Hawaii Pizza Hut Inc.Restaurant operating

Pizza Hut of Guam, Inc.Restaurant operating

Pizza Hut of Saipan, Inc.Restaurant operating

TB Guam Inc.Restaurant operating

Restaurant Brands Hawaii LimitedInvestment holding

Pacific Island Restaurants Inc.Investment holding

TD Food Group Inc.Investment holding

RB Holdings LimitedInvestment holding

RBP Holdings LimitedInvestment holding

RBDNZ Holdings LimitedInvestment holding

RBN Holdings LimitedInvestment holding

Restaurant Brands Australia Holdings Pty LimitedInvestment holding

Restaurant Brands Properties LimitedProperty holding

Restaurant Brands Nominees LimitedEmployee share option plan trustee

Restaurant Brands Pizza LimitedNon-trading

2. Basis of preparation

The financial statements of the Group have been prepared in accordance with:

• New Zealand Generally Accepted Accounting Practice (“NZ GAAP”)

• Part 7 of the Financial Markets Conduct Act 2013

• NZX Main Board Listing Rules

They comply with New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”), NZ IFRIC interpretations, and

other applicable Financial Reporting Standards, as appropriate for a for-profit entity. The financial statements comply with International

Financial Reporting Standards (“IFRS”) as issued by the IASB.

The measurement basis adopted in the preparation of these financial statements is historical cost, modified by the revaluation of

certain investments and financial instruments as identified in the accompanying notes. The financial statements are presented in

New Zealand dollars, rounded where necessary to the nearest thousand dollars. The 31 December 2019 results are for 44 weeks

(Feb 2019: 52 weeks) due to a change in balance date to align with Global Valar S.L. our majority shareholder. Therefore the current

period is not directly comparable to the prior period.

The principal accounting policies applied in the preparation of these financial statements are set out in the accompanying notes where

an accounting policy choice is provided by NZ IFRS, is new or has changed (refer Note 28), is specific to the Group’s operations or is

significant or material.

These policies have been consistently applied to all the years presented unless otherwise stated. See Note 2 and 23 for details

regarding corrections made.

To ensure consistency with the current period, comparative figures have been restated where appropriate. Previously, the Group

presented certain items as non-trading in the consolidated statement of comprehensive income. To ensure consistency and

comparability with the current period, the transactions previously included as non-trading items have been split between other income

and other expenses.

These audited financial statements were authorised for issue on 28 February 2020 by the Board of Directors who do not have the

power to amend after issue.

Basis of preparation

for the 44 week period ended 31 December 2019

Notes to and forming part of the financial statements (continued)
for the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20196465

Notes to and

forming part of

the financial

statements

For the 44 week period ended 31 December 2019

PERFORMANCE

1. Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers.

The Group is split into three geographically distinct operating divisions: New Zealand, Australia, and USA (Hawaii). The chief operating

decision makers, responsible for allocating resources and assessing performance of the operating segments, have been identified as

the Group Chief Executive Officer (Group CEO) and Group Chief Financial Officer (Group CFO). The chief operating decision makers

consider the performance of the business from a geographic perspective, being New Zealand, Australia and Hawaii (including Guam

and Saipan) while the performance of the corporate support function is assessed separately.

The Group is therefore organised into three operating segments, depicting the three geographic regions the Group operates in

and the corporate support function located in New Zealand. All segments operate quick service and takeaway restaurant concepts.

All operating revenue is from external customers.

The Group evaluates performance and allocates resources to its operating segments on the basis of segment assets, segment

revenues, concept EBITDA before general and administration expenses and EBIT before other items. EBITDA refers to earnings

before interest, taxation, depreciation and amortisation. EBIT refers to earnings before interest and taxation. Operating revenue

is from external customers.

Segment assets include items directly attributable to the segment (i.e. property, plant and equipment, intangible assets and inventories).

Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets

other than goodwill. The Group has not disclosed segment liabilities as the chief operating decision makers evaluate performance and

allocate resources purely on the basis of aggregated Group liabilities.

31 December 2019

$NZ000’s New ZealandAustraliaHawaii

Corporate

support

functionTotal

Business segments

Store sales revenue3 6 7, 521 16 9 ,10 5 168,915 – 705, 5 41

Other revenue2 7, 9 76 – 149 – 28,125

Total operating revenue 395,497 16 9,10 5 169,064 – 733,666

EBITDA before general and administration

expenses, NZ IFRS 16 and other items67,907 25,202 22,865 – 115 , 9 74

General and administration expenses(11,923)(6,786)( 7, 6 9 4)(3,024)(29,427)

EBITDA before NZ IFRS 16 and other items55,984 18,416 15 ,171 (3,024)86,547

Depreciation(13,241)(6,849)(5,257)(9)(25,356)

Amortisation (1,830)(325)(23) – (2 ,17 8 )

Segment result (EBIT) before NZ IFRS 16

and other items40,913 11, 2 4 2 9,891 (3,033)59,013

Other items

Other income100 321 – – 421

Other expenses(62)(2,965)(1,832)(479)(5,338)

Operating profit (EBIT) before NZ IFRS 164 0 , 9 51 8,598 8,059 ( 3 , 512 )54,096

Adjustment for NZ IFRS 166,647 2,323 1,304 – 10, 274

Operating profit (EBIT)47,598 10,921 9,363 (3, 512)64,370

Current assets40,455 10,712 10,302 – 61,469

Non-current assets114 , 319 157,763 16 9 , 513 – 441,595

Non-current lease assets (including

lease deferred tax)195,805 114 , 6 0 7 66,428 – 376,840

Total assets350,579 283,082 246,243 – 879,904

Capital expenditure including intangibles23,079 21,749 14,328 – 59,156

Notes to and forming part of the financial statements

for the 44 week period ended 31 December 2019

Performance

1. Segmental reporting 65

2. Revenue and expenses 67

3. Earnings per share 69

Funding and equity

4. Loans 69

5. Derivatives and hedge accounting 71

6. Financial risk management 72

7. Equity and reserves 74

Working capital

8. Inventories 75

9. Trade and other receivables 75

10. Cash and cash equivalents 76

11. New stores developed for sale 76

12. Trade and other payables 76

Long term assets

13. Property, plant and equipment 77

14. Adoption of NZ IFRS 16 – Leases 79

15. Impact of NZ IFRS 16 on segmental

results and earnings per share 80

16. Impact of NZ IFRS 16 adoption 81

17. Reconciliation of lease commitments

to lease liabilities 81

18. Impact of NZ IFRS 16 on the

balance sheet 82

19. Impact of NZ IFRS 16 on the

statement of cash flows 82

20. Intangibles 83

Other notes

21. Taxation 85

22. Provision for employee entitlements 87

23. Deferred income 88

24. Related party transactions 88

25. Commitments 89

26. Contingent liabilities 89

27. Subsequent events 89

28. New standards and interpretations 90

29. Fees paid to auditor 90

30. Donations 90

31. Deed of Cross Guarantee 91

Note Page

64Restaurant Brands New Zealand Limited

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20196667
Notes to and forming part of the financial statements (continued)

for the 44 week period ended 31 December 2019

25 February 2019

$NZ000’s New ZealandAustraliaHawaii

Corporate

support

functionTotal

Business segments

Store sales revenue419 ,7 70 191,547 182,729 – 794,046

Other revenue32,044 – 313 – 32,357

Total operating revenue 451, 814 191,547 183,042 – 826,403

EBITDA before general and administration

expenses and other items76,434 29,064 23,749 – 129, 247

General and administration expenses(12,683)(6,905)(8,839)(2,170)(30,597)

EBITDA after general and

administration expenses63,751 22,159 14,910 (2 ,170 )98,650

Depreciation(16,567 )( 7, 6 7 9 )(6,045)(18)(30,309)

Amortisation (included in cost of sales)(1,846)(444)(822) – ( 3 ,112 )

Segment result (EBIT) before other items45,338 14,036 8,043 (2 ,18 8 )65,229

Other items

Other income3,034 – – – 3,034

Other expense(6,480)(2,322)(3,009)(219)(12,031)

Operating profit (EBIT) 41, 8 92 11,714 5,034 (2,407)56,232

Current assets20,464 7, 3 4 0 13,337 – 41,141

Non-current assets110 , 6 3 7 145,620 162,879 – 419,136

Total assets131,101 152 ,960 176, 216 – 460,277

Capital expenditure including intangibles18,295 12,26 3 6,880 – 37, 4 38

1.1 Reconciliation between EBIT after other items and NZ IFRS 16 and net profit after tax

$NZ000’s 31 Dec 201925 Feb 2019

EBIT 64,370 56,232

Financing costs(21,464)(6,797)

Net profit before taxation42,906 49,435

Taxation expense(12 ,815)(13,69 4)

Net profit after taxation30,091 3 5 ,741

Add back net financing impact of NZ IFRS 16 6,076 –

Less taxation expense of NZ IFRS 16(1,547) –

Net profit after taxation excluding NZ IFRS 1634,620 3 5 ,741

Add back other income (421)(3,034)

Add back other expenses 5,338 12,0 31

Less income tax on other items(883)(2,557)

Net profit after taxation excluding other items and NZ IFRS 1638,654 42,181

2. Revenue and expenses

Operating revenue

Store sales revenue

Revenue from store sale of goods is recognised at point of sale, measured at the fair value of the consideration received, net of returns,

discounts, and excluding GST.

Other revenue

Other revenue includes sale of goods and services to independent franchisees. Sale of goods, including cost of freight, are recognised

similar to store sales revenue. Sale of services is recognised over time as the independent franchisee simultaneously receives and

consumes the benefit provided by the Group. Royalties received are based on the revenue generated by the independent franchisees,

recognised over time.

Also included in other revenue is revenue related to the sale of new stores developed and constructed under contract to franchisees.

Under the terms of the contracts, the Group is contractually restricted from redirecting the properties to another customer and has an

enforceable right to payment for work done. Revenue from the construction of stores is therefore recognised over time on a cost-to-

cost method, i.e. based on the portion of the contracted costs incurred for work performed to date relative to the estimated total cost.

Previously, the Group netted royalties received from independent franchisees as an off-set with the royalties paid to the master franchisor.

During the period ended 25 February 2019, the Group became the master franchisee for the Pizza Hut brand in New Zealand and as

a result the royalties received and paid should have been recognised separately. Comparatives have been corrected to align with this

treatment amounting to $1.5 million. Royalties received are included within other income with the royalties paid included within cost of

goods sold.

Operating expenses

Royalties paid

$NZ000’s 31 Dec 201925 Feb 2019

Royalties paid42,069 47, 312

Royalties are recognised as an expense as revenue is earned.

Wages and salaries

$NZ000’s 31 Dec 201925 Feb 2019

Wages and salaries 204,306 229,489

Decrease in liability for long service leave(89)(147 )

204, 217 229,342

Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave, that are expected to be settled wholly

within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’

services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.

Lease expenses

$NZ000’s 31 Dec 201925 Feb 2019

Lease expense3,953 4 4 , 510

This relates to short term and variable lease costs included in the statement of comprehensive income not included in NZ IFRS 16 costs.

Notes to and forming part of the financial statements (continued)
for the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20196869

$NZ000’s 31 Dec 201925 Feb 2019

Other income

Net gain on sale of stores100 1,848

Gain on the sale of Starbucks Coffee – 1,186

Lease termination301 –

Lease surrender gain321 –

Total other income722 3,034

Other expenses

Recurring

Amortisation of franchise rights acquired on acquisition of QSR Pty Limited (QSR)

and Pacific Island Restaurants Inc. (PIR)(1,781)(2,035)

Relocation and refurbishment(3,209)(1,021)

Non-recurring

Acquisition costs(631)(345)

Hawaii workers compensation – (1,625)

Leave remediation(361)(3,466)

Calendar realignment costs(16) –

Impairment of assets – (3,539)

Utilisation of depreciation provision 660 –

Total other expenses(5,338)(12,031)

Gain on the sale of Starbucks Coffee

During October 2018 the Group sold the Starbucks Coffee business in New Zealand for $4.4 million (including stock). The net gain on

the sale was $1.2 million.

Lease termination

This is the gain related to the termination of a lease contract prior to its maturity.

Leave remediation

The Group identified a payroll calculation discrepancy in regards to entitlements under the Holidays Act 2003 which, over time,

have resulted in staff receiving incorrect payments. The specific areas that require remediation date back to 2012, and primarily

relate to the payment rates for annual leave. Included in other expenses above is a $0.4 million (Feb 2019: $3.5 million) expense

relating to leave remediation. The expense in the 31 December 2019 period relates to costs associated with making the payments

to the affected employees.

Utilisation of depreciation provision

This is the correction of depreciation charged on assets that were impaired in previous periods, refer Note 13.

The Group seeks to present a measure of comparable underlying performance on a consistent basis. In order to do so, the Group separately

discloses items considered to be unrelated to the day to day operational performance of the Group. Such items are classified as other

income and other expenses and are separately disclosed in the statement of comprehensive income and notes to the financial statements.

3. Earnings per share

31 Dec 201925 Feb 2019

Basic earnings per share

Profit after taxation attributable to the shareholders ($NZ000's)30,091 3 5 ,741

Weighted average number of shares on issue (000's)124,759 124,23 0

Basic earnings per share (cents)24 .12 28.77

Diluted earnings per share

Profit after taxation attributable to the shareholders ($NZ000's)30,091 3 5 ,741

Weighted average number of shares on issue (000's)124,759 124,23 0

Diluted earnings per share (cents) 24 .12 28.77

Basic earning per share (EPS) is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the

weighted average number of ordinary shares outstanding during the period. Diluted EPS reflects any commitments the Company has

to issue shares in the future that would decrease EPS.

FUNDING AND EQUITY

4. Loans

$NZ000’s 31 Dec 201925 Feb 2019

Secured bank loans denominated in:

NZD10,000 12,2 0 0

AUD87, 521 77,921

USD56,805 55,732

Secured bank loans154,326 145,853

A loan is classified as current if it is due for repayment within 12 months of the Group’s year end.

Current101,578 362

Ter m52 ,748 145,491

Secured bank loans154,326 145,853

Facilities

On 12 October 2017 the existing Westpac bank loan facility was renewed on similar terms for a further three years, expiring on

12 October 2020. The total loan facility with Westpac bank is $125 million.

On 12 October 2017 a new loan facility agreement for $A50 million was entered into with MUFG Bank, Ltd, for a term of three years,

expiring on 12 October 2020.

On 7 March 2017 as part of the acquisition of Pacific Island Restaurants Inc. the Group acquired a loan facility with First Hawaiian

Bank. The facility is currently $US51.2 million. There are principal payments of $US0.3 million per month commencing on 1 February

2020 with the remainder of the facility expiring 16 December 2023.

On 24 February 2020 the Group announced a new debt facility, refer Note 27 for details.

Notes to and forming part of the financial statements (continued)
for the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20197071

Interest rate swaps

The table below summarised the Group’s current interest rate swaps. The effective interest rate is inclusive of the swap margin and the

maturity date of the swaps coincides with the date of the loans.

Date enteredFace valueMaturity date

Interest rate

paid

Interest rate

received

Swap fair value

($NZ000’s)

22 January 2017$NZ10 million28 January 20223.0%1.1%(394)

25 January 2017$A15 million25 January 20222.5%0.9%(565)

14 November 2017$A20 million14 November 20222.4%0.9%(884)

22 May 2017$US10 million1 June 20222 .1%1.7 %(198)

29 June 2017$US10 million1 July 20222.0%1.7 %(176)

Tot al(2 , 217 )

Security

As security over the AUD and NZD loans, the bank holds a negative pledge deed between Restaurant Brands New Zealand Limited

and all its Australasian subsidiary companies. The negative pledge deed includes all obligations and cross guarantees between the

guaranteeing subsidiaries.

As security over the USD debt facility, the bank holds guarantees and security over the Hawaii business.

The Group has also indemnity guarantees of $1.9 million across various properties leased in New Zealand and Australia and a standby

letter of credit in Hawaii of $0.5 million.

The Group is subject to a number of externally imposed bank covenants as part of the terms of its secured bank loan facilities.

The most significant covenants relating directly to capital management are the ratio of total debt to earnings before interest, tax and

amortisation (EBITA) and restrictions relating to acquiring its own shares.

The specific covenants relating to financial ratios the Group is required to meet are:

• debt coverage ratio (i.e. net borrowings to EBITA), and

• debt coverage ratio (i.e. net borrowings to EBITDA), and

• interest cover ratio (i.e. EBITDA to interest), and

• fixed charges coverage ratio (i.e. EBITL to total fixed charges), with EBITL being EBIT before lease costs. Fixed charges comprise

interest and lease costs, and

• non-guaranteeing Group EBIT excluding Restaurant Brands Hawaii to consolidated EBIT.

The covenants are reported to the bank on a six monthly basis for New Zealand and Australia and quarterly in Hawaii. The Board

reviews covenant compliance on a monthly basis.

There have been no breaches of the covenants during the period (Feb 2019: no breaches).

The carrying value equates to fair value.

For more information about the Group’s exposure to interest rate and foreign currency risk see Note 6.

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost;

any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss in the statement

of comprehensive income over the period of the borrowings using the effective interest method.

Financing costs

$NZ000’s 31 Dec 201925 Feb 2019

Financing expenses21,464 6,797

Included within the period ended 31 December 2019 was $16.4 million of interest relating to leases recognised due to the implementation

of NZ IFRS 16 (Feb 2019: Nil).

Financing costs comprise: interest payable on borrowings calculated using the effective interest rate method; interest received on funds

invested calculated using the effective interest rate method; lease interest (Note 14); foreign exchange gains and losses; gains and losses

on certain financial instruments that are recognised in profit or loss in the statement of comprehensive income; unwinding of the discount

on provisions and impairment losses on financial assets.

5. Derivatives and hedge accounting

$NZ000’s

31 Dec 2019

Liabilities

25 Feb 2019

Liabilities/asset

Ter m

Fair value of interest rate swaps2 , 217 761

2 , 217 761

Change in fair value of interest rate swaps (1,455)(789)

Change in value of hedged item used to determine hedge effectiveness1,455 789

The above table shows the Group’s financial derivative holdings at period end and the change in fair value of the hedge and the

underlying item being hedged. The interest rate swaps hedge ratio was 1:1 for both periods as the change in fair value of the interest

rate swap mirrored the change in the fair value of the hedged item used to determine hedge effectiveness.

There were no transfers between fair value levels during the period (Feb 2019: Nil). The fair values are classified as level two.

The fixed interest rates of the swaps used to hedge range between 2.02% and 3.03% (Feb 2019: 2.02% to 4.69%) and the variable

rates of the loans are between 0.88% and 1.71% above the applicable bank bill rates. Refer Note 4 for the interest rate swaps face

values, maturity dates, currencies and interest rate ranges.

The Group’s current hedge relationships are cash flow hedges. Under NZ IFRS 9 the hedged risk is designated as being changes in

the variable interest rate, with changes in the full fair value of the interest rate swaps being accounted for through other comprehensive

income (to the extent the hedge is effective).

Financial assets

The Group classifies its financial assets as those to be measured at amortised cost (loans, receivables and non-derivative financial

instruments), and those to be measured subsequently at fair value either through OCI or through profit or loss (derivative financial

instruments).

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as

non-current assets. The Group’s loans and receivables comprise trade receivables, other debtors and cash and cash equivalents in the

statement of financial position.

Financial assets that are stated at cost or amortised cost are reviewed individually at balance date to determine whether there is objective

evidence of impairment. Any impairment losses are recognised in profit or loss in the statement of comprehensive income.

Notes to and forming part of the financial statements (continued)
for the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20197273

Financial instruments

A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets

are derecognised when the Group’s contractual rights to the cash flows from the financial assets expire or when the Group transfers the

financial asset to another party without retaining control or substantially all risks and rewards of the asset. Regular way purchases and

sales of financial assets are accounted for at trade date, i.e. the date that the Group commits itself to purchase or sell the asset. Financial

liabilities are derecognised when the Group’s obligations specified in the contract expire or are discharged or cancelled.

Non-derivative financial instruments

Non-derivative financial instruments comprise trade receivables and other debtors, which are initially recognised at fair value plus

transaction costs and subsequently measured at amortised cost, cash and cash equivalents, loans and borrowings (initially recognised at

fair value plus transaction costs and subsequently measured at amortised cost), and trade and other payables which are initially recognised

at fair value and subsequently measured at amortised cost.

Derivative financial instruments

The Group has various derivative financial instruments to manage the exposures that arise due to movements in foreign currency

exchange rates and interest rates arising from operational, financing and investment activities. The Group does not hold derivative financial

instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for at fair value through profit

or loss. Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks

of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded

derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss.

Financial assets and financial liabilities by category

$NZ000’s 31 Dec 201925 Feb 2019

Loans and receivables

Trade receivables2,454 595

Other receivables2,599 6 ,19 3

Cash and cash equivalents34,965 15,034

40,018 21,822

Derivatives used for hedging

Derivative financial instruments – liabilities2 , 217 761

2 , 217 761

Financial liabilities at amortised cost

Loans154,326 145,853

Trade and other payables (excluding indirect and other taxes and employee benefits)53,981 52,728

208,307 198,581

6. Financial risk management

Exposure to credit, interest rate and foreign currency risks arises in the normal course of the Group’s business. Derivative financial

instruments may be used to hedge exposure to fluctuations in foreign currency exchange rates and interest rates.

(a) Foreign currency risk

The Group is exposed to foreign currency risk on purchases that are denominated in a currency other than the New Zealand dollar.

The currencies giving rise to this risk are primarily Australian dollars and US dollars.

The direct exposure to foreign currency risk is small and is primarily confined to raw material purchases, some items of capital

equipment and some franchise fee payments. Where any one item is significant, the Group will specifically hedge its exposure.

The Group has an indirect exposure to foreign currency risk on some of its locally sourced ingredients, where those ingredients in turn

have a high imported component. Where this is significant the Group contracts to a known purchase price with its domestic supplier

based on a forward cover position taken by that supplier on its imported components.

The Group has a foreign currency risk on its assets and liabilities that are denominated in Australian and US dollars as part of its

Australian and US investments.

(b) Interest rate risk

The Group’s main interest rate risk arises from bank loans. Based on a number of scenarios, the Group calculates the impact

on profit or loss of a defined interest rate shift. Based on these scenarios the maximum loss potential is assessed by management

as to whether it is within acceptable limits.

Where necessary the Group hedges its exposure to changes in interest rates primarily through the use of interest rate swaps.

There are guidelines as to the minimum prescribed level of hedging set out by the board, however the board reviews all swaps

before they are entered into.

Note 5 discusses in detail the Group’s accounting treatment for derivative financial instruments.

As discussed in Note 4, the Group has an interest rate swap in place to fix the interest rate on $A35 million of Australian denominated

bank loans to 2022 (Feb 2019: $A35 million), $NZ10 million to 2022 (Feb 2019: $NZ5 million to 2019 and $NZ10 million to 2022) and

$US20 million to 2022 (Feb 2019: $US20 million). The Group will continue to monitor interest rate movements to ensure it maintains

an appropriate mix of fixed and floating rate exposure within the Group’s policy.

(c) Liquidity risk

In respect of the Group’s cash balances, non-derivative financial liabilities and derivative financial liabilities the following table analyses

the amounts into relevant maturity groupings based on the remaining period at balance date to the contractual maturity date, along

with their effective interest rates at balance date. The amounts disclosed in the table are the contractual undiscounted cash flows.

$NZ000’s

Effective

interest rateTotal

12 months

or less

12 months

or more

31 December 2019

Cash on hand– 1,680 1,680 –

Cash at bank0.50%17, 385 17,385 –

Money market deposit0.95%15,900 15,9 0 0 –

Bank term loan – principal7.74%(10,000)(10,000) –

Bank term loan – principal3.22%(87, 521)( 8 7, 521) –

Bank term loan – principal4.31%(56,804)(4,056)( 52,74 8)

Bank term loan – expected interest3.91%(9,939)(2,180)( 7,7 5 9 )

Derivative financial instruments – (1,940)( 7 51)(1,18 9 )

Trade and other payables (excluding indirect and other taxes

and employee benefits) – (53,235)(53,235) –

(184,474)(122,778)(61,696)

25 February 2019

Cash on hand – 446 446 –

Cash at bank0.37%14,588 14,588 –

Bank term loan – principal4 . 51%(12,200) – (12,200)

Bank term loan – principal3 .19 %( 77, 921) – (77,921)

Bank term loan – principal4 .13 %(55,732)(362)(55,370)

Bank term loan – expected interest3.73%(16,432)(5,436)(10,996)

Derivative financial instruments – (378)(10)(368)

Creditors and accruals (excluding indirect and other taxes

and employee benefits)–(52,728)(52,728) –

(200,357)(43,502)(156,855)

Prudent liquidity risk management implies the availability of funding through adequate amount of committed credit facilities. The Group

aims to maintain flexibility in funding by keeping committed credit lines available.

The Group has bank funding facilities, excluding overdraft facilities, of $253 million (Feb 2019: $252 million) available at variable rates.

The amount undrawn at balance date was $99 million (Feb 2019: $106 million). On 24 February 2020 the Group announced a new debt

facility, refer Note 27 for details.

The Group has fixed the interest rate on $NZ10 million of NZD bank loans, $A35 million of AUD bank loans and $US20 million of

USD bank loans with the balance at a floating interest rate. The bank loans are structured as a revolving wholesale advance facility

with portions of the facility renewing on a regular basis. This leads to the loans being sensitive to interest rate movement in 12 months

or less.

Notes to and forming part of the financial statements (continued)
for the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20197475

(d) Credit risk

Credit risk arises from cash deposits with banks and financial institutions and outstanding trade and other receivables.

No collateral is required in respect of financial assets. Management has a credit policy in place and the exposure to credit risk is

monitored on an ongoing basis. The nature of the business results in most sales being conducted on a cash basis that significantly

reduces the risk that the Group is exposed to. Reputable financial institutions are used for investing and cash handling purposes.

There were no financial assets neither past due nor impaired at balance date (Feb 2019: nil).

At balance date there were no significant concentrations of credit risk and the maximum exposure to credit risk is represented by

the carrying value of each financial asset in the statement of financial position.

(e) Fair values

The carrying values of bank loans and finance leases are the fair value of these liabilities. A Group set-off arrangement is in place

between certain bank accounts operated by the Group.

Sensitivity analysis

In managing interest rate and currency risks the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings.

Over the longer term, however, permanent changes in foreign exchange and interest rates on a weighted average balance will have

an impact on profit.

At 31 December 2019 it is estimated that a general increase of one percentage point in interest rates would decrease the Group

profit before income tax by approximately $0.8 million (Feb 2019: $1.5 million) however equity would increase $0.7 million. A one

percentage point decrease in interest rates would increase the Group profit before income tax by approximately $0.8 million

(Feb 2019: $1.5 million), however equity would reduce by $0.6 million.


A general increase of one percentage point in the value of the New Zealand dollar against other foreign currencies would have

minimal impact on the cost of the Group’s directly imported ingredients denominated in foreign currencies.

Capital risk management

The Group’s capital comprises share capital, reserves, retained earnings and debt.

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue to operate as a going concern,

to maintain an optimal capital structure commensurate with risk and return and reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,

return capital to shareholders, issue new shares or sell assets to reduce debt or draw down more debt.

7. Equity and reserves

Share capital

31 Dec 2019

number

31 Dec 2019

$NZ000’s

25 Feb 2019

number

25 Feb 2019

$NZ000’s

Balance at beginning of year124,758,523 154,565 123,629,343 148,491

Share issue costs – – – (58)

Shares issued June 2018 – – 7 51,18 0 5 , 8 41

Shares issued December 2018 – – 378,000 291

Balance at end of year124,758,523 154,565 124,75 8,523 154,565

The issued and authorised capital of the Company represents ordinary fully paid up shares. The par value is nil (Feb 2019: nil). All

issued shares carry equal rights in respect of voting and the receipt of dividends, and upon winding up rank equally with regard to the

Company’s residual assets.

The shares issued in June 2018 were in relation to the company’s dividend reinvestment plan.

The shares issued in December 2018 were in relation to shares issued to the Group CEO and Group CFO under the Performance

Rights Plan upon the vesting criteria being satisfied.

Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

Foreign currency translation reserve

$NZ000’s 31 Dec 201925 Feb 2019

(164)(1,871)

The foreign currency translation reserve comprises all exchange rate differences arising from translating the financial statements of

the foreign currency operations.

Derivative hedging reserve

$NZ000’s 31 Dec 201925 Feb 2019

(1,736)(480)

The derivative hedging reserve represents the fair value of outstanding derivatives.

WORKING CAPITAL

8. Inventories

$NZ000’s 31 Dec 201925 Feb 2019

Raw materials and consumables12 , 415 10,226

Inventories recognised as an expenses during the period ended 31 December 2019 amounted to $178.8 million (Feb 2019:

$205.8 million). These are included in cost of sales.

Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price less the estimated

costs of marketing, selling and distribution. The cost of inventories is based on the first-in first-out method and includes expenditure incurred

in acquiring the inventories and bringing them to their existing condition and location. The cost of inventories consumed is recognised as an

expense and included in cost of goods sold in the statement of comprehensive income.

9. Trade and other receivables

$NZ000’s 31 Dec 201925 Feb 2019

Trade receivables2,454 595

Prepayments4,475 5,321

Other receivables2,599 6 ,19 3

9,528 12 ,10 9

The carrying amount of the Group’s trade and other receivables are denominated in the following currencies:

NZD6,461 7, 6 0 9

AUD2,230 1,114

USD837 3,386

9,528 12 ,10 9

The Group’s exposure to credit risk is minimal as the Group’s primary source of revenue is from sales made on a cash basis.

The carrying value of trade and other receivables approximates fair value.

Receivables are initially recognised at fair value. They are subsequently adjusted for impairment losses. Discounting is not applied to

receivables where collection is expected to occur within the next twelve months.

Notes to and forming part of the financial statements (continued)
for the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20197677

10. Cash and cash equivalents

$NZ000’s 31 Dec 201925 Feb 2019

Cash on hand1,680 446

Cash at bank33,285 14,588

34,965 15,034

The carrying amount of the Group’s cash and cash equivalents are denominated in the following currencies:

NZD20,698 3,053

AUD7,0 92 5,619

USD7,175 6,362

34,965 15,034

11. New stores developed for sale

$NZ000’s 31 Dec 201925 Feb 2019

New stores developed for sale3,015 1,038

This relates to new Pizza Hut stores developed for sale in New Zealand which are being actively marketed for sale and are expected to

be sold within the next 12 months.

12. Trade and other payables

$NZ000’s 31 Dec 201925 Feb 2019

Trade payables31,404 25,524

Other payables and accruals22,577 2 7, 017

Employee benefits16,948 14,986

Indirect and other taxes7,862 5,859

78,791 73,386

The carrying amount of the Group’s trade and other payables are denominated in the following currencies:

NZD49,652 44,570

AUD16,254 15,674

USD12,885 13 ,142

78,791 73,386

The carrying value of trade payables and accruals approximates fair value.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

LONG TERM ASSETS

13. Property, plant and equipment


$NZ000’s Land

Leasehold

improvements

Plant,

equipment

and fittings

Motor

vehicles

Leased

plant and

equipment

Capital

work in

progressTotal

Cost

Balance as at 26 February 2018658 202,011 101, 5 41 1,904 258 4 ,127 310,499

Additions – 4,239 4, 374 249 – 24,756 33,618

Transfers from work in progress – 12,773 6 ,16 5 303 – (19,241) –

Disposals – (12,6 69)(9,735)( 516 )(62) – (22,982)

Reclassification – 812 (783)(35) – 6 –

Movement in exchange rates – 1 325 (23) – (19)284

Balance as at 25 February 2019658 2 0 7,167 101,887 1,882 196 9,629 321, 419

Additions3,7 74 3,556 1,571 – – 45,344 54,245

Acquisition of business – 39 113 – – – 152

Transfers from work in progress – 2 7, 5 3 2 12,829 181 – (40,542) –

Disposals – (12,513)(6,762)(193) – 320 (19 ,14 8 )

Movement in exchange rates(57)60 197 – – (46)15 4

Balance as at 31 December 20194,375 225, 8 41 109,835 1,870 196 14,705 356,822

Accumulated depreciation

Balance as at 26 February 2018 – (91,934)(59,021)(839)(258) – (152,052)

Charge – (18,841)(10,920)(361) – – ( 3 0 ,12 2 )

Disposals – 10,296 7, 8 3 0 331 62 – 18 , 519

Reclassification – 377 (377) – – – –

Movement in exchange rates – 179 (136)5 – – 48

Balance as at 25 February 2019 – (99,923)(62,624)(864)(196) – (163,607)

Charge – (15,65 0)(9,042)(306) – – (24,998)

Disposals – 6 , 412 4,857 176 – – 11, 4 4 5

Movement in exchange rates – (8)(64)2 – – (70)

Balance as at 31 December 2019 – (10 9,16 9)(66,873)(992)(196) – (177,230)

Impairment provision

Balance as at 26 February 2018 – (1,135 )(101) – – – (1,236)

Charge – (2,991)(334) – – – (3,325)

Utilised/disposed – 133 16 – – – 149

Balance as at 25 February 2019 – (3,993)(419) – – – (4 , 412)

Charge – (40)(212) – – – (252)

Utilised/disposed – 136 717 – – – 853

Balance as at 31 December 2019 – (3,897)86 – – – ( 3 , 811)

Carrying amounts

Balance as at 26 February 2018658 108,942 42 , 419 1,065 – 4 ,12 7 15 7, 211

Balance as at 25 February 2019658 10 3 , 2 51 38,844 1,018 – 9,629 153,4 0 0

Balance as at 31 December 20194,375 112 ,7 7 5 43,048 878 – 14,705 175,781

Notes to and forming part of the financial statements (continued)
for the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20197879

Depreciation expense

$NZ000’s 31 Dec 201925 Feb 2019

Depreciation expense25,250 3 0 ,16 3

Sale of property, plant and equipment

$NZ000’s 31 Dec 201925 Feb 2019

Net (loss) on disposal of property, plant and equipment (included in depreciation expense)(106)(146)

Net (loss)/gain on disposal of property, plant and equipment (included in other costs)(3,209)3,092

Property, plant and equipment is measured at cost less accumulated depreciation and impairment losses.

Depreciation is calculated on a straight line basis to allocate the cost of an asset, less any residual value, over its estimated useful life. Leased

assets are depreciated over the shorter of the lease term and their useful lives. The estimated useful lives of fixed assets are as follows:

Leasehold improvements 5 – 20 years

Plant and equipment 3 – 12.5 years

Motor vehicles 4 years

Furniture and fittings 3 – 10 years

Computer equipment 3 – 5 years

Depreciation methods, useful lives and residual values are reassessed at the reporting date.

Depreciation expense is included in profit or loss in the statement of comprehensive income.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss in the

statement of comprehensive incom.

Significant judgments and estimates – impairment testing of Carl’s Jr. property, plant and equipment

Impairment testing is an area where estimates and judgments have a significant risk of causing a material adjustment to the carrying

amount of the Group’s tangible asset balances. Estimates of future cash flows are highly subjective judgements and can be significantly

impacted by changes in the business or economic conditions.

Property, plant and equipment and intangible assets are reviewed for impairment semi-annually, or whenever events or changes

in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised in the Consolidated

statement of comprehensive income for the amount by which the asset’s carrying amount exceeds its recoverable amount. The

recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. When assessing impairment, assets are

grouped at the lowest levels for which there are separately identifiable cash flows; a restaurant’s assets is the relevant cash generating

unit. If, in a subsequent period, the amount of the impairment loss decreases and it can be related objectively to an event occurring

after the impairment was recognised, the reversal of the previously recognised impairment loss is recognised in the Consolidated

statement of comprehensive income.

The value in use calculation evaluates recoverability based on the restaurant’s forecasted discounted cash flows, which incorporate

estimated sales growth and margin improvement based upon current plans for the store and actual results at comparable restaurants.

Key assumptions in the determination of fair value are:

• the estimate of future cash flows of the restaurant incorporating reasonable sales growth and margin improvement

• the discount rate incorporating the rates of return based on the risk and uncertainty inherent in the forecast cash flows

• the terminal year sales growth is calculated based on continuous sales growth of a minimum of projected inflation estimated

at 2.5%.

During the 25 February 2019 period the Group reviewed its tangible assets for signs of impairment, eight Carl’s Jr. stores were

identified as having possible impairments. Four stores had their assets fully impaired. A discounted cash flow model was prepared

for the remaining four stores using the following assumptions.


Discount rate

2020-2022

%

Sales growth

2020-2022

%

EBITDA margin

2020-2022

%

EBITDA margin

terminal year

%

Key assumptions February 201910.91.0-3.51. 0 - 4 .12 . 5 - 4 .1


The discount rate applied represents the weighted average post-tax cost of capital being an applicable rate for a standalone

restaurant within the New Zealand segment.

Following the impairment assessment in the 25 February 2019 period, an impairment of $3.3 million was included in other expense

items (refer Note 2) and as part of the impairment provision within property, plant and equipment. The $0.7 million other expense

disclosed in Note 2 relates to a correction of depreciation charged on assets that were impaired in previous periods.

Following a review of store performance and consideration of other impairment indicators, the Group has determined that no indicators

of impairment exist at 31 December 2019 which would require impairment testing to be performed, or a further write down in the

associated store assets.

14. Adoption of NZ IFRS 16 – Leases

The Group has adopted NZ IFRS 16 retrospectively from 26 February 2019, but has not restated comparatives for the 25 February

2019 reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and the adjustments

arising from the new leasing rules are therefore recognised in the opening balance sheet on 26 February 2019.

The associated right of use assets were measured on a retrospective basis as if the new rules had always been applied, adjusted by

the amount of any prepaid or accrued lease payments, lease incentives, onerous or favourable leases recognised in the balance sheet

as at 26 February 2019. The recognised right of use assets are all property leases.

Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental

borrowing rate as of 26 February 2019. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on

26 February 2019 was 4.8%.

On transition, the Group applied the following practical expedients:

- the accounting for operating leases with a remaining lease term of less than 12 months as at 26 February 2019 as short-term leases

- the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

Key estimates and judgements

In the process of adopting NZ IFRS 16, a number of judgements and estimates have been made. These include:

- incremental borrowing rate at the time of adoption. The Group engaged an independent valuation expert to establish the incremental

borrowing rates

- lease terms, including any rights of renewal expected to be exercised. The Group has assumed that all rights of renewal are expected

to be exercised which is consistent with the Group’s strategy and previous leases. This judgement has been applied unless a store

closure or a decision to relocate a store is known at the time of adoption

- foreign exchange conversion rates

- application of practical expedients and recognition exemptions allowed by the new standards, including in respect of low value assets

and short-term lease exemptions.

$NZ000’s Property

Right of use asset at adoption date 26 February 2019346,487

Depreciation(22,396)

Lease modifications 11,17 9

Lease additions18,721

FX movement2 ,141

Right of use asset at period end 35 6 ,132

Sensitivity

The effect on the opening consolidated balance sheet as at 26 February 2019 from an increase or decrease of 0.5% in the

incremental borrowing rate would result in a change of approximately $18.3 million.

Notes to and forming part of the financial statements (continued)
for the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20198081

The Group leases relate to buildings which were all classified as operating leases until 25 February 2019. Payments made under

operating leases (net of any incentives received from the lessor) were previously charged to profit and loss on a straight line basis

over the period of the lease. Rental contracts are typically made for fixed periods of 1 to 50 years but may have extension options.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements

do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

From 26 February 2019, leases are recognised as a right of use asset and a corresponding liability. Each lease payment is allocated

between the lease liability and the finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a

constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is depreciated over

the shorter of the asset’s useful life and the lease term on a straight line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value

of fixed payments and known fixed lease increases, less any lease incentives receivable.

The group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the

lease liability or right of use asset until they take effect.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental

borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value

in a similar economic environment with similar terms and conditions.

Right of use assets are measured at cost comprising the amount of the initial measurement of lease liability and any restoration costs.

These assets are subsequently depreciated using the straight line method from the commencement date to the end of the lease term.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit

or loss. Short term leases are leases with a lease term of 12 months or less. Low value assets comprise IT equipment and small items of

office furniture.

15. Impact of NZ IFRS 16 on segmental results and earnings per share

The following table shows the adjustments to the segmental reporting as a result of adoption of NZ IFRS 16.

31 December 2019

$NZ000’s

Pre

NZ IFRS 16Adjustments

Post

NZ IFRS 16

EBITDA before general and administration expenses115 , 9 74 31, 511 147, 485

General & administration expenses(29,427) 857 (28,570)

EBITDA after general and administration expenses86,547 32,368 118,915

Depreciation(25,356)(22,395)(47,7 51)

Amortisation (included in cost of sales)( 2 ,17 8 ) – ( 2 ,17 8 )

Segment result (EBIT) before other items59,013 9,973 68,986

Other items

Other income 421 301 722

Other expense(5,338) – (5,338)

Operating profit (EBIT)54,096 10, 274 64,370

Current assets 61,469 – 61,469

Non-current assets 443,880 374,555 818,435

Total assets505,349 374,555 879,904

Earnings per share attributable to shareholders

Basic/diluted earnings per share 2 7. 3 5 (3.23) 24 .12

16. Impact of NZ IFRS 16 adoption

At 25 February 2019 the Group had lease commitments of $196.5 million and lease liabilities of $1.9 million in relation to lease

incentives received on operating leases and NZ IAS 17 accruals. The commitments included all building leases. The following table

shows adjustments made to the balance sheet on adoption of NZ IFRS 16 on 26 February 2019.

$NZ000’s Total

Right of use asset346,487

Intangible assets – favourable leases(2,980)

Sub-lease receivable315

Deferred tax asset16,896

Total assets360,718

Current lease incentives780

Current lease liability(19,575)

Trade and other payables1,294

Non-current lease incentives1,079

Non-current lease liabilities( 3 91, 514)

Total liabilities(407,936)

Net liabilities(47, 218)

Retained earnings adjustment on adoption of NZ IFRS 16(47, 218)

17. Reconciliation of lease commitments to lease liabilities

$NZ000’s Total

Operating lease commitments disclosed as at 25 February 2019196,522

As at 26 February 2019

Discounted at the incremental borrowing rate at the date of initial application156,0 4 8

Value of future lease options expected to be exercised at the date of initial application25 5 , 0 41

Net present value of future lease liability 411, 0 8 9

Current lease liability19,575

Non-current lease liability3 91, 514

Total future lease liabilities as at 26 February 2019 411, 0 8 9

Notes to and forming part of the financial statements (continued)
for the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20198283

18. Impact of NZ IFRS 16 on the balance sheet

Assets and liabilities have both increased as a result of the change in accounting policy in relation to leases. At 31 December 2019 the

balance sheet accounts affected by the change are detailed below:

31 December 2019

$NZ000’s

Pre

NZ IFRS 16Adjustments

Post

NZ IFRS 16

Right of use assets – 3 5 6 ,13 2 3 5 6 ,13 2

Intangibles 251,425 (2,285)24 9 ,14 0

Sub-lease receivable – 1,029 1,029

Deferred tax assets 16,674 19,679 36,353

Impact on total assets268,099 374,555 642,654

Current lease incentives780 (780) –

Current lease liability – 21,039 21,039

Trade and other payables80,976 ( 2 ,18 5 )78,791

Non-current lease incentives1,081 (1,081) –

Non-current lease liabilities – 409,309 409,309

Impact on total liabilities82,837 426,302 5 0 9,13 9

Impact on net liabilities51,747

19. Impact of NZ IFRS 16 on the statement of cash flows

Cash outflows from leases for the period ended 31 December 2019 are detailed in the table below. For the period ended

25 February 2019 the equivalent cash outflow was included in cash flows from operating activities as payments to suppliers

and employees.

31 December 2019

$NZ000’s Total

For the period ending 31 December 2019

Interest paid on leases (operating activities) (16,351)

Payments for lease liabilities principal (financing activities) (16,019)

Total cash outflows from leases(32,370)

Included in payments to suppliers and employees is $4.0 million of lease payments relating to short term and variable leases.

20. Intangibles


$NZ000’s Goodwill

Franchise

fees

Favourable

leases

Concept

development

costs

Acquired

software

costsTotal

Cost

Balance as at 26 February 2018222,044 25,931 4,297 1,290 9,723 263,285

Additions– 2 , 3 41 101 – 1,378 3,820

Disposals– (2,072)– – (262)(2,334)

Movement in exchange rates4,275 792 148 – (5)5,210

Balance as at 25 February 2019226,319 26,992 4,546 1,290 10,834 269,981

Opening balance adjustment NZ IFRS 16– – (4,546)– – (4,546)

Additions– 2,903 – – 2,008 4 , 911

Acquisition of business405 77 – – – 482

Disposals(106)(73)– –(613)(792)

Movement in exchange rates2,054 220 – – (1) 2,273

Balance as at 31 December 2019228,672 3 0 ,119 – 1,290 12,228 272,309

Accumulated amortisation

Balance as at 26 February 2018(831)(8,387)(718)(1,058)(6,034)(17,028)

Charge– (2,676)(822)(99)(1,551)( 5 ,14 8 )

Disposals– 1,073 – – 264 1,337

Movement in exchange rates–(25)(26)– 2 (49)

Balance as at 25 February 2019(831)(10,015)(1,566)(1,157 )( 7, 319)(20,888)

Opening balance adjustment NZ IFRS 16– – 1,566 – – 1,566

Charge– (2,668)–(63)(1,228)(3,959)

Disposals– 61 – –62 123

Movement in exchange rates– (11)– – – (11)

Balance as at 31 December 2019(831)(12,633)– (1,220)(8,485)(23 ,16 9)

Impairment charges are recognised in other expenses in the statement of comprehensive income.

Carrying amounts

Balance as at 26 February 2018221,213 17, 5 4 4 3,579 232 3,689 246,257

Balance as at 25 February 2019225,488 16,977 2,980 133 3 , 515 249,093

Balance as at 31 December 2019227, 8 41 17, 486 – 70 3,743 24 9,14 0

During December 2019 the Group acquired a KFC store in Australia for $0.6 million giving rise to goodwill on acquisition of $0.4 million.

Goodwill

Goodwill arises on the acquisition of subsidiaries and business combinations. Goodwill is measured at cost less accumulated impairment

losses and has an indefinite useful life. Goodwill is allocated to cash generating units and is tested annually for impairment. Where the

Group disposes of an operation within a cash generating unit, the goodwill associated with the operation disposed of is part of the gain

or loss on disposal. Goodwill disposed of in this manner is measured based on the relative values of the operation disposed of and the

portion of the cash generating unit retained.

Franchise costs

Franchise costs are those incurred in obtaining franchise rights or licences to operate quick service and takeaway restaurant concepts.

They include for example, the initial fee paid to a system franchisor when a new store is opened. These are measured at cost less

accumulated amortisation and accumulated impairment costs. Amortisation is on a straight line basis over the life of the applicable

franchise or licence agreement.

Favourable leases

Favourable leases arise on acquisition of subsidiaries and business combinations. The terms of the lease were compared to market prices

at the date of acquisition, to determine whether an intangible asset or liability should be recognised. If the terms of an acquired contract

are favourable relative to market prices, an intangible asset is recognised. If the terms of the acquired contract are unfavourable relative to

market prices, a liability is recognised. This is then amortised over the length of the lease. Following the introduction of NZ IFRS 16 these

are now included as part of the right of use asset value.

Notes to and forming part of the financial statements (continued)
for the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20198485

Concept development costs and fees

Concept development costs include certain costs, other than the direct cost of obtaining the franchise, associated with the establishment

of quick service and takeaway restaurant concepts. These include, for example, professional fees and consulting costs associated with

the establishment of a new brand or business acquisition. These costs are capitalised where the concept is proven to be commercially

feasible and the related future economic benefits are expected to exceed those costs with reasonable certainty. These are subsequently

measured at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight line basis

over the period which future economic benefits are reasonably expected to be derived.

Acquired software costs

Software costs have a finite useful life. Software costs are capitalised and amortised on a straight line basis over the estimated economic

life of 3-8 years.

Amortisation

Amortisation charge is recognised in cost of sales and non-trading items in the statement of comprehensive income.

$NZ000’s 31 Dec 201925 Feb 2019

Amortisation of intangibles3,959 5 ,14 8

Significant judgments and estimates – impairment testing

Impairment testing is an area where estimates and judgments have a significant risk of causing a material adjustment to the carrying

amount of the Group’s goodwill balances.

For the purpose of impairment testing, goodwill is allocated to the Group’s operating brands which represent the lowest level of

cash-generating unit within the Group at which the goodwill is monitored for internal management purposes.

$NZ000’s 31 Dec 201925 Feb 2019

KFC Australia94,552 94,365

KFC New Zealand3,818 3,818

Pizza Hut New Zealand 9 ,119 9,224

Taco Bell and Pizza Hut Hawaii120,352 118 , 0 81

227, 8 41 225,488

The recoverable amount of each cash-generating unit was based on its value in use.

Value in use was determined by discounting the future cash flows generated from the continuing use of the brand. Cash flows were

projected based on a three year strategic business plan as approved by the Board of Directors.

The key assumptions used for the value in use calculation are as follows:


31 Dec 2019

Sales growth

2021-2023

%

31 Dec 2019

EBITDA margin

2021-2023

%

31 Dec 2019

EBITDA margin

terminal year

%

25 Feb 2019

Sales growth

2020-2022

%

25 Feb 2019

EBITDA margin

2020-2022

%

25 Feb 2019

EBITDA margin

terminal year

%Brand

KFC New Zealand4 .120.820.84.020.2 – 20.520.5

Pizza Hut New Zealand 1.14.44.43.79.0 – 10.610.6

KFC Australia4.315.315.33.415.2 – 15.715.7

Taco Bell and Pizza Hut Hawaii0.9 – 4.74.3 – 19.84.3 – 19.80.4 – 5.06.0 – 19.79.0 – 19.7

The terminal year sales growth is calculated based on the 2023 year and assumes a continuous sales growth of a minimum of

projected inflation estimates of 2.5% (Feb 2019: 2.5%).

The discount rate for New Zealand KFC was 8.9% weighted average post-tax cost of capital (Feb 2019: 8.9%). The discount rate for

New Zealand Pizza Hut was 11% (Feb 2019: 8.9%). The discount rate applied to future cash flows for the KFC business in Australia is

based on a 8.7% weighted average post-tax cost of capital (Feb 2019: 8.7%). The discount rate applied to future cash flows for the

Taco Bell and Pizza Hut business in Hawaii is based on an 8.8% (Feb 2019: 8.8%) weighted average post-tax cost of capital.

The analysis has been completed excluding the lease assets as the inclusion of the lease assets along with the adjusted discount rate

should have no impact on the underlying calculations. The adjusted discount rates including lease assets would be for New Zealand KFC

was 8.5% weighted average post tax cost of capital. The discount rate for New Zealand Pizza Hut was 9.9%. The discount rate applied

to future cash flows for the KFC business in Australia is based on a 7.7% weighted average post tax cost of capital. The discount rate

applied to future cash flows for Taco Bell and Pizza Hut business in Hawaii is based on a 7.1% weighted average post tax cost of capital.

The weighted average cost of capital calculation was reviewed in 2019 based on capital asset pricing model (CAPM) methodology

using current market inputs.

The values assigned to the key assumptions represent management’s assessment of future trends in the industry and are based on

both external sources and internal sources (historical data).

In respect of the New Zealand KFC brand any reasonably possible change in the key assumptions used in the calculations would not

cause the carrying amount to exceed its recoverable amount.

In respect of the New Zealand Pizza Hut brand the Group has included a small business risk premium which increased the discount

rate to 11.0%. The relevant changes to key assumptions which would result inreducing the recoverable amount to equal its carrying

value are as follows:

• terminal year sales growth: 53 basis points or 21% reduction

• discount rate: 65 basis points or 6% increase

• EBITDA as a % of sales: 43 basis points or 10% reduction

• sales growth: 62 Basis points or 56% reduction

In respect of the Hawaii brands of Taco Bell and Pizza Hut, any reasonably possible change in the key assumptions used in the

calculations would not cause the carrying amount to exceed its recoverable amount.

In respect of the Australian KFC brand, any reasonably possible change in the key assumptions used in the calculations would not

cause the carrying amount to exceed its recoverable amount.

OTHER NOTES

21. Taxation

Taxation – statement of comprehensive income

The total taxation expense is analysed as follows:

$NZ000’s Note31 Dec 201925 Feb 2019

Total profit before taxation for the period142,906 49,435

Taxation expense

1(12 ,815)(13,69 4)

Net profit after income tax30,091 3 5 ,741

Taxation expense using the Company’s domestic tax rate(28.0%)(12 ,014)(28.0%)(13,8 42)

(Non-deductible expenses) and non-assessable income(2.4%)(1,020)0.2%98

Adjustments due to different rate in different jurisdictions0.5%219 0 .1%50

(29.9%)(12 ,815)( 2 7.7 % )(13,69 4)

Taxation expense comprises:

Current tax expense(16,002)(15 ,12 6 )

Deferred tax credit3 ,187 1,432

Net tax expense(12 ,815)(13,69 4)

Imputation credits

$NZ000’s 31 Dec 201925 Feb 2019

Imputation credits available for subsequent reporting periods 11,7 9 0 –

The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:

• Imputation credits that will arise from the payment of the amount of the provision for income tax

• Imputation credits that will be utilised from the payment of dividends recognised as a liability at the reporting date; and

• Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.

The prior period imputation credits balance is nil due to the loss of shareholder continuity following the change of control with

Global Valar S.L. acquiring 75% shareholding in the Group effective on 1 April 2019.

The current income tax for the period was calculated using the rate of 28% for New Zealand, 30% for Australia and 21% for USA

(Feb 2019: 28% New Zealand, 30% Australia and USA changed to 21% during the period). The deferred tax balances in these

financial statements have been measured using the 28% tax rate for New Zealand, 30% for Australia and 21% for the USA

(Feb 2019: 28% New Zealand, 30% Australia and 21% USA).

Notes to and forming part of the financial statements (continued)
for the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20198687

Taxation – balance sheet

The following are the major deferred taxation liabilities and assets recognised by the Group and movements thereon during the

current and prior year:

Assets Liabilities Net

$NZ000’s31 Dec 201925 Feb 201931 Dec 201925 Feb 201931 Dec 201925 Feb 2019

Property, plant and equipment10,766 9,497 – – 10,766 9,497

Inventory51 32 – – 51 32

Debtors – – (172)(161)(172)(161)

Provisions4,463 5,042 – – 4,463 5,042

Intangibles1,889 1,718 (2,393)(2,421)(504)(703)

Other 2,070 2,597 – – 2,070 2,597

Leases 19,679 – – – 19,679 –

38,918 18,886 (2,565)(2,582)36,353 16,30 4

$NZ000’s

Balance

26 February

2018

Opening

balances on

acquisitions

Recognised

in income

statement

Recognised

in equity

Foreign

currency

translation

Balance

25 February

2019

Property, plant and equipment7, 317 – 2 ,151 – 29 9,497

Inventory44 – (12) – – 32

Debtors(18) – (165) – 22 (161)

Provisions4 ,12 9 – 1,111 (185)(13)5,042

Intangibles225 – (796) – (132)(703)

Other 1,993 – 498 – 106 2,597

Ta x los s e s1,265 – (1,355) – 90 –

14,955 – 1,432 (185)102 16,304

$NZ000’s

Balance

25 February

2019

Opening

balances

adjustment

NZ IFRS 16

Recognised

in income

statement

Recognised

in equity

Foreign

currency

translation

Balance

31 December

2019

Property, plant and equipment9,497 1,260 – 9 10,766

Inventory32 – 20 – (1)51

Debtors(161) – (12) – 1 (172)

Provisions5,042 (1,286)705 – 2 4,463

Intangibles(703) – 254 – (55)(504)

Other 2,597 – (587) – 60 2,070

Leases – 18,182 1,547 – (50)19,679

16,30 4 16,896 3 ,18 7 – (34)36,353

Current and deferred taxation are calculated on the basis of tax rates enacted or substantially enacted at reporting date, and are

recognised in profit or loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

In this case, tax is also recognised in other comprehensive income or directly in equity, respectively.

Deferred income taxation is recognised in respect of temporary differences between the tax bases of assets and liabilities and their

carrying amounts in the financial statements.

Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date

and are expected to apply when the related deferred income tax asset is realised or the deferred tax liability is settled.

Deferred income tax assets are only recognised to the extent that it is probable that future taxable amounts will be available against which

to utilise those temporary differences.

Tax returns for the Group and the detailed calculations that are required for filing tax returns are not prepared until after the financial

statements are prepared. Estimates of these calculations are made for the purpose of calculating income tax expense, current tax and

deferred tax balances. Any difference between the final tax outcomes and the estimations made in previous years will affect current

year balances.

The statement of comprehensive income and statements of cash flows have been prepared exclusive of Goods and Services Taxation

(GST). All items in the statement of financial position are stated net of GST, with the exception of receivables and payables, which include

GST invoiced.

22. Provision for employee entitlements

$NZ000’s

Balance at 25 February 20192,349

Created during the period313

Used during the period(353)

Released during the period(46)

Foreign exchange movements(3)

Balance at 31 December 20192,260

31 December 2019

Non-current676

Current1,584

Tot al2,260

The provision for employee entitlements is long service leave. The provision is affected by a number of estimates, including the

expected length of service of employees and the timing of benefits being taken. Once an employee attains the required length

of service, the employee has a period of five years in which to take this leave.

Notes to and forming part of the financial statements (continued)
for the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20198889

23. Deferred income

$NZ000’s

Balance at 25 February 20198,644

Created during the period51

Landlord contribution – NZ IFRS 16 adjustment(4,617 )

Used during the period(3,829)

Foreign exchange movements156

Balance at 31 December 2019405

31 December 2019

Non-current328

Current77

Tot al405

Deferred income relates to rebates from suppliers and is recognised in profit or loss in the statement of comprehensive income on

a systematic basis over the life of the associated contract.

Deferred income used within the period includes a correction of $3.2 million relating to landlord contributions that were incorrectly

considered to be lease incentives as defined by SIC 15. Given that these amounts relate to reimbursements for landlord’s assets,

amounts should have instead been recognised as other income in the period they were received. Accordingly, these reimbursements

have been reversed out of deferred income and property, plant and equipment. For the current reporting period there is no impact

on profit or loss or EPS.

24. Related party transactions

Parent and ultimate controlling party

The immediate parent of the Group is Global Valar, S.L. and the ultimate parent company is Grupo Finaccess S.A.P.I. de C.V.

Transactions with entities with key management or entities related to them

During the period the Group received a reimbursement payment of $4.3 million from Finaccess Capital, a subsidiary of Grupo

Finaccess, in regards to acquisition costs incurred as part of the partial takeover process, which resulted in Finaccess owning 75% of

the company.

This transaction was at arm’s length and performed on normal commercial terms.

Key management and director compensation

Key management personnel comprises the Group CEO and his direct reports, the Group CFO, the three Divisional CEO’s, and the Group

Chief People Officer.

$NZ000’s 31 Dec 201925 Feb 2019

Key management – total benefits2,679 3,090

Directors' fees360 458

In addition to the amounts paid to key management included in the table above, is the value of shares conditionally vested in

December 2018 to the Group CEO and Group CFO under the long term incentive plan. The shares fully vested to the Group CEO

and Group CFO on 1 April 2019, upon completion of the Finaccess 75% share offer. The value of the shares on vesting date was

$3.6 million (Group CEO $2.4 million, Group CFO $1.2 million).

Total Group CEO remuneration

$NZ000’s Salary

Short term

incentives

Long term

incentives

Total

remuneration

31 December 2019806 – – 806

25 February 2019921 116 – 1,037

Short term incentive scheme

A short term incentive scheme is in place for all support office employees. The incentive is based on achieving in excess of planned

results for the specific financial year. Any bonus payment to employees is at the discretion of the Appointments and Remuneration

committee. The maximum that can be received by the CEO is 50% of base salary.

Long term incentive scheme

On 4 December 2018 the vesting criteria for the Performance Rights Plan for the Group CEO, Russel Creedy, and Group CFO,

Grant Ellis (“the executives”) issued on 14 August 2017 was satisfied. The outstanding conditions were:

The shares were issued under the following conditions:

• The shares were not to be sold, transferred or disposed of prior to the completion of the takeover offer, except to accept Global Valar

S.L.’s takeover offer.

• If Global Valar S.L.’s takeover offer was not completed or the executives cease employment prior to completion of the takeover offer

then their relevant shares must be transferred back to the Company for no consideration.

The Global Valar S.L. takeover was completed effective 1 April 2019. The associated expense of the shares issued was $0.3 million and

was recognised within the statement of comprehensive income in the period ended 25 February 2019.

A condition of the shares vesting to the Group CEO and Group CFO was that the shares were required to be included in the Finaccess

75% share offer. Based on the Finaccess share offer price the value of the shares received by the Group CEO was $2.4 million. This

has not been included in the table above.

25. Commitments

Capital commitments

The Group has capital commitments which are not provided for in these financial statements, as follows:

$NZ000’s 31 Dec 201925 Feb 2019

Store development9,267 9,259

26. Contingent liabilities

There are no contingent liabilities that the directors consider will have a significant impact on the financial position of the Group

(Feb 2019: nil).

27. Subsequent events

Purchase of KFC and Taco Bell business assets in Southern California

On 24 December 2019 the Group entered into a conditional agreement with a KFC US franchisee to acquire the assets of 70 stores in

Southern California, USA. The purchase comprises 59 KFC stores and 11 combined KFC Taco Bell stores, together with a head office

facility. The purchase is conditional on Yum! approval and the assignment of property leases.

The Group continues to work with Yum!, to obtain its approval for the acquistion, and also work with various property owners on lease

assignments to allow the acquisition to proceed.

Notes to and forming part of the financial statements (continued)
for the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20199091

Bank facilities

On 24 February 2020 the Group announced they had entered into a new loan facility agreement for $370 million. The agreement has

been reached with the following banks; Westpac Banking Corporation, J.P. Morgan, Rabobank and Bank of China. The facilities are split

between NZD, USD and AUD tranches and are provided on similar terms to the Group’s previous banking arrangements. Most of the

tranches are for three year terms with the remainder expiring in four years.

The events disclosed above are non-adjusting events therefore the financial impact has not been recognised in the financial

statements for the period ended 31 December 2019.

There are no other subsequent events that would have a material effect on these accounts.

28. New standards and interpretations

Relevant standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted

by the Group.

There are various standards, amendments and interpretations which were assessed as having an immaterial impact on the Group.

Other than NZ IFRS 16 leases, there are no NZ IFRS, NZ IFRIC interpretations or other applicable IFRS that are effective for the first

time for the financial year beginning on 26 February 2019 that had a material impact on the financial statements.

NZ IFRS 16 leases is effective for the period ending 31 December 2019, refer Notes 14 through 19 for the impact on these

financial statements.

29. Fees paid to auditor

$NZ000’s 31 Dec 201925 Feb 2019

Audit of financial statements

Audit and review of financial statements – PwC515 553

Other services – Performed by PwC

Executive rewards services – 14

Specified procedures on landlord certificates 2 4

Review of Yum! Advertising Co-operative report 6 5

Total other services 8 23

Total fees paid to auditor523 576

Included in the 25 February 2019 period end audit and review of financial statements fee is $0.1 million relating to additional fees

incurred in the completion of the FY18 audit.

30. Donations

$NZ000’s 31 Dec 201925 Feb 2019

Donations310 2 51

31. Deed of Cross Guarantee

Pursuant to the Australian Securities and Investment Commission (ASIC) Class Order 98/1418, the wholly owned subsidiary, QSR Pty

Limited (QSR), is relieved from the Corporations Act 2001 requirement for the preparation, audit and lodgement of financial reports.

It is a condition of that class order that Restaurant Brands New Zealand Limited (RBNZ) and QSR enter into a Deed of Cross

Guarantee (Deed). On 9 February 2017 a Deed was executed between RBNZ, QSR, Restaurant Brands Australia Pty Limited and

Restaurant Brands Australia Holdings Pty Limited under which each company guarantees the debts of the others.

Set out below is the consolidated information for the 44 week period ended 31 December 2019 of the closed group consisting of

RBNZ, QSR, Restaurant Brands Australia Holdings Pty Limited and Restaurant Brands Australia Pty Limited.

$NZ000’s 31 Dec 201925 Feb 2019

Financial information in relation to:

(i) Statement of profit and loss and other comprehensive income

Operating revenue16 9,10 5 213,8 0 0

Earnings before interest and taxation (EBIT)7, 410 76,007

Financing expenses( 7, 570)(3,328)

Profit before taxation(160)72,679

Taxation expense(415)(2,462)

Profit after taxation(575)70,217

Items that may be reclassified subsequently to the statement of comprehensive income:

Exchange differences on translating foreign operations(217 )(1,822)

Share option reserve – (34)

Derivative hedge reserve(725)(606)

Taxation expense relating to components of other comprehensive income217 182

Other comprehensive income net of tax(725)(2,280)

Total comprehensive income(1,300)6 7, 9 3 7

(ii) Summary of movements in retained earnings

Retained earnings at the beginning of the period129, 241 7 7, 4 8 3

NZ IFRS opening balance adjustment(5,812) –

Total comprehensive income(1,300)6 7, 9 3 7

Net dividends – (22,254)

Share capital issued – 6,075

Retained earnings at the end of the year122,129 129,241

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20199293
Notes to and forming part of the financial statements (continued)

for the 44 week period ended 31 December 2019

$NZ000’s 31 Dec 201925 Feb 2019

(iii) Statement of financial position

Non-current assets

Property, plant and equipment54,884 44,006

Lease right of use assets111, 2 2 6 –

Intangible assets97, 291 9 7, 0 21

Deferred tax asset9,19 9 4,593

Investment in subsidiaries231,790 231,79 0

Total non-current assets504,390 3 7 7, 410

Current assets

Inventories1,082 607

Trade and other receivables2,666 2,627

Income tax receivable1,119 –

Amounts receivable from subsidiaries16 ,181 15,714

Cash and cash equivalents23,068 5,838

Total current assets4 4 ,116 24,786

Total assets548,506 4 0 2 ,19 6

Equity attributable to shareholders

Share capital154,565 154,565

Reserves(5,472)(4,747 )

Retained earnings(26,964)(20,577)

Total equity attributable to shareholders122,129 129,241

Non-current liabilities

Provision for deferred income and employee entitlements274 560

Lease liabilities116 ,15 2 –

Loans – 9 0 ,121

Derivative financial instruments1,842 1,10 0

Total non-current liabilities118 , 2 6 8 91,781

Current liabilities

Income tax payable – 55

Trade and other payables17,12 0 15,989

Provision for employee entitlements1,889 1,16 0

Loans97, 522 –

Lease liabilities7, 920 –

Amounts payable to subsidiaries183,658 163,970

Total current liabilities3 0 8 ,10 9 181,174

Total liabilities426,377 272,955

Total equity and liabilities548,506 4 0 2 ,19 6

Independent auditor’s report

To the shareholders of Restaurant Brands New Zealand Limited

We have audited the financial statements which comprise:

– the consolidated statement of financial position as at 31 December 2019;

– the consolidated statement of comprehensive income for the 44 week period then ended;

– the consolidated statement of changes in equity for the 44 week period then ended;

– the consolidated statement of cash flows for the 44 week period then ended;

– the basis of preparation; and

– the notes to the financial statements, which include significant accounting policies.

Our opinion

In our opinion, the accompanying financial statements of Restaurant Brands New Zealand Limited (the Company), including its

subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at 31 December 2019, its

financial performance and its cash flows for the 44 week period then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

Basis for opinion

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

on Auditing (ISAs). Our responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of the

financial statements section

of our report.

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

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance

Practitioners

(PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards

Board for Accountants’

Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of specified procedures on landlord certificates and review of Yum!

Advertising Co-operative report. The provision of these other services has not impaired our independence as auditor of the Group.

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial statements are free from

material misstatement.

Overall Group materiality: $2.2 million, which represents approximately 5% of profit before tax.

We chose profit before tax as the benchmark because, in our view, it is the benchmark against which the

performance of the Group is most commonly measured by users, and is a generally accepted benchmark.

We have determined that there are two key audit matters:

– Carrying value of Pizza Hut New Zealand assets

– Adoption of the accounting standard NZ IFRS 16 Leases

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group

materiality for the financial statements as a whole as set out above. These, together with qualitative considerations, helped us to

determine the scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements,

both individually and in aggregate on the financial statements as a whole.

Materiality

Audit scope

Key audit

matters

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20199495
Independent auditor’s report (continued)

Audit scope

We designed our audit by assessing the risks of material misstatement in the financial statements and our application of materiality.

As in all of our audits, we also addressed the risk of management override of internal controls including among other matters,

consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as

a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group

operates. Audits at each location are performed at a materiality level calculated by reference to a proportion of Group materiality

appropriate to the relative scale of the business concerned.

The operating segments, as defined in Note 1 of the financial statements, were subject to audit procedures that were considered

appropriate for the size and nature of those segments.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial

statements of the current 44 week period. These matters were addressed in the context of our audit of the financial statements as a

whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matterHow our audit addressed the key audit matter

Carrying value of Pizza Hut New Zealand assets may not

be recoverable

As disclosed in Note 20 there is goodwill of $9.1 million

relating to the acquisition of Pizza Hut New Zealand.

Management performed an annual impairment assessment

using a discounted cash flow model to determine whether

the carrying value of assets held by the Pizza Hut

New Zealand cash generating unit (CGU) exceeds the

recoverable amount which is based on the value in use. This

involves the application of judgement about future business

performance which includes certain key assumptions such

as sales growth, earnings before interest, tax, depreciation

and amortisation (EBITDA) margin, terminal year sales

growth and the discount rate, which has increased from

the prior period as a result of applying a small business risk

premium.

The impairment assessment completed by management at

31 December 2019 calculated the value in use of the Pizza

Hut New Zealand CGU as higher than the carrying value

of applicable net assets. No impairment charge has been

recorded against these assets in the current financial year.

Reasonably possible changes in key assumptions relating

to terminal year sales growth, discount rate, EBITDA as

a percentage of sales and sales growth were identified

as resulting in impairment which has been disclosed in

Note 20.

This matter is significant to our audit because of the

sensitivity of the impairment model to key assumptions.

In addressing the sensitivity to judgements regarding the

future performance of the Pizza Hut New Zealand business

our audit procedures included:

– Gaining an understanding of the business process

applied by management in determining whether there is

any indication of impairment in the carrying value of the

assets;

– Testing the mathematical accuracy of the discounted

cash flow model used to determine the value in use of

the segment;

– Reviewing historical years’ actual store sales and

profitability against the original budgeted performance

to determine the reliability of the budgeting process;

– Agreeing forecast future performance to budgets

reviewed and approved by the Board of Directors;

– Challenging key assumptions used in the value in use

model in relation to sales growth and EBITDA margins and

assessing whether these are reasonable by understanding

strategic and operational initiatives underway, along with

reviewing monthly performance trends to assess whether

profitability initiatives have been successful to date;

– With the assistance of our auditor’s valuation expert,

assessing the appropriateness of the terminal growth and

discount rates;

– Testing the calculation of the carrying value of the

segment assets;

– Performing a sensitivity analysis over key assumptions to

determine whether reasonably possible changes would

result in impairment of goodwill;

– Reviewing the financial statements to ensure appropriate

identification and disclosure of key assumptions and the

sensitivity of the value in use calculation to changes in

these assumptions.

We have no matters to report.

Key audit matterHow our audit addressed the key audit matter

Adoption of the accounting standard NZ IFRS 16 Leases

The Group adopted NZ IFRS 16 Leases on 26 February

2019. The standard requires the recognition of a right of

use asset and lease liability on the balance sheet for all

leases. Previously operating leases were not recognised

on the balance sheet. The adoption of the standard has

resulted in the recognition of a right of use asset of $346

million and a lease liability of $411 million.

As outlined in Note 14, a number of key estimates

and judgements have been made by management in

establishing these opening values. These comprise:

– incremental borrowing rates at the time of adoption.

Management engaged an independent valuation expert

to establish these rates

– lease terms, including any rights of renewal expected to

be exercised

– foreign exchange conversion rates, and

– application of practical expedients in respect of low

value assets and short term lease exemptions.

This was considered an area of focus for our audit due to

the complexity, number of leases and number of significant

judgements inherent in the calculation.

We have performed the following audit procedures:

– held discussions with management to understand the

implementation process, including the basis for key

assumptions used in the calculation of opening balances

and management’s process including controls;

– performed testing, on a sample basis, of the accuracy

of information included in the calculations by comparing

them to the terms in the underlying lease contract;

– tested completeness of the identified lease contracts by

checking that all leased stores and other major leased

assets were included in the calculation;

– on a sample basis, recalculated the right-of-use asset and

lease liability for individual leases;

– recalculated the expected deferred tax impact on date of

adoption;

– challenged management on renewal assumptions used to

determine the lease term and assessed whether they were

supported by past practice and current business plans;

– reviewed the appropriateness of practical expedients

applied for exclusion of low value and short term lease

exemptions; and

– reviewed the appropriateness of disclosures in the

financial statements.

In relation to the incremental borrowing rates, we performed

the following procedures:

– engaged our auditor’s valuation expert to assess the

appropriateness of the discount rates used. This process

included challenging the data sources and credit

ratings and spreads for each location established by

management’s expert;

– tested management’s sensitivity analysis calculations

pertaining to the incremental borrowing rate.

We have no matters to report.

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20199697
Independent auditor’s report (continued)

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the financial statements does not cover the other information

included in the annual report and we do not and will not express any form of assurance conclusion on the other information.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or

otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior

to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report

that fact. We have nothing to report in this regard, except that not all other information was available to us at the date of

our signing.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in

accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation

of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either

intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a

high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in

the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial

statements.

A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s

website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state

those matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted

by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders, as a body,

for our audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Pip Cameron.

For and on behalf of:

Chartered Accountants Auckland

28 February 2020

97

Shareholder information

98

Statutory information

100

Statement of corporate governance

103

Corporate directory

112

Financial calendar

112

Other

information

Contents Page

Annual Report 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 20199899
Shareholder information

As at 25 February 2020 (unless otherwise stated)

1. Stock exchange listings

The Company’s ordinary shares are dual listed on the main board equity securities markets operated by the NZX and ASX.

2. Distribution of security holders and security holdings

Size of HoldingNumber of security holdersNumber of securities

1 to 9993,69761.61%1,268,8401.02%

1,000 to 4,9991,86331.04%3,810,9673.05%

5,000 to 9,9992574.28%1,686,9311.35%

10,000 to 49,9991612.68%2 , 8 5 3 ,13 02.29%

50,000 to 99,999100 .17 %5 9 2 ,15 60.47%

100,000 to 499,99990 .15 %1,979,4071.59%

500,000+40.07%112,567,09290.23%

6,001100.00%124,758,523100.00%

Geographic distribution

New Zealand5,78296.35%124,379,32699.70 %

Australia1242.07%173,4 8 80 .14 %

Spain10.01%2060.00%

Rest of world941.57%205,5030 .16 %

6,001100.00%124,758,523100.00%

3. 20 largest registered holders of quoted equity securities

Number of

ordinary shares

Percentage of

ordinary shares

New Zealand Central Securities Depository Limited 110 , 3 8 3 , 6 5 888.48%

Investment Custodial Services Limited <A/C C>917, 4 0 30 .74%

Custodial Services Limited <A/C 4>638,8650 . 51%

New Zealand Depository Nominee Limited <A/C 1 Cash Account>6 2 7,16 60.50%

FNZ Custodians Limited 4 6 5 ,1810.37%

Custodial Services Limited <A/C 3>368,4850.30%

Custodial Services Limited <A/C 2>285,7930.23%

Ja Hong Koo & Pyung Keum Koo 189,2760 .15 %

Custodial Services Limited <A/C 18>18 7, 25 90 .15 %

Custodial Services Limited <A/C 16>131,74 40 .11%

Custodial Services Limited <A/C 1>128,3 0 90 .10 %

David Mitchell Odlin 117,2910.09%

Russel Ernest George Creedy 106,0690.09%

Antony Richard Kerr & Philip Jack Bexley <The A R Kerr Family A/C>80,0000.06%

Forsyth Barr Custodians Limited <1-Custody>62,8390.05%

Margarete Freeland 61,0840.05%

Barry John Eagle & Verena Turner <S G Turner Family A/C>59,70 80.05%

Louis Keith Falkner 59,70 80.05%

Leveraged Equities Finance Limited 58,4970.05%

Graham Paul Vincent & Barbara Margaret Vincent 54,0000.04%

114,982,3359 2 .17 %

New Zealand Central Security Depository Limited (NZCSD) is a depository system which allows electronic trading of securities to its

members. As at 25 February 2020, the NZCSD holdings in Restaurant Brands were:

Number of

ordinary shares

Percentage of

ordinary shares

HSBC Nominees (New Zealand) Limited – NZCSD

1

98,034,06478.58%

Citibank Nominees (New Zealand) Limited – NZCSD3,476,2012.79 %

JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct – NZCSD3,393,2052.72 %

National Nominees Limited – NZCSD2,455,7881.97%

HSBC Nominees (New Zealand) Limited A/C State Street – NZCSD1,022,0320.82%

BNP Paribas Nominees (NZ) Limited – NZCSD6 4 3 ,14 00.52%

Accident Compensation Corporation – NZCSD385,7930.30%

BNP Paribas Nominees (NZ) Limited – NZCSD363,5450.29%

BNP Paribas Nominees (NZ) Limited – NZCSD321,0340.26%

Public Trust <NZCSD>115 , 0 100.09%

ANZ Custodial Services New Zealand Limited – NZCSD72,8500.06%

TEA Custodians Limited Client Property Trust Account – NZCSD72,7590.06%

Public Trust RIF Nominees Limited – NZCSD13 ,15 40.01%

Public Trust Class 10 Nominees Limited – NZCSD9,4670.01%

Queen Street Nominees ACF Hobson Wealth – NZCSD4,0550.00%

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited – NZCSD1,3050.00%

Queen Street Nominees ACF Koura Wealth Ltd – NZCSD2560.00%

110,383,65888.48%

1. Included in HSBC Nominees (New Zealand) Limited is 93,568,919 shares owned by Global Valar, S.L.

4. Substantial product holders

The following person had given notices as at 27 March 2019, in accordance with subpart 5 of part 5 of the New Zealand Finance Market

Conduct Act 2013 that they were substantial product holders in the Company and held a relevant interest in the number of ordinary shares

shown below.

Date of

Notice

Number of

ordinary shares

Percentage

of voting

securities

Global Valar, S.L.27 March 201993,568,89275.00%

The number of ordinary shares listed above are as per the notice of unconditional offer filed as at 27 March 2019. Substantial product

holder notice is required to be filed only if the total holding of a shareholder changes by 1% or more since the last notice filed, the

number noted in this table may differ from that shown in the list above.

5. Shares on issue

As at 31 December 2019, the total number of ordinary shares of the company was 124,758,523.

6. Directors’ security holdings

As at 31 December 2019 no directors held individual shareholdings in the Group.

7. NZX waivers

No waivers have been granted by the NZX during the financial year ended 31 December 2019.

Restaurant Brands New Zealand LimitedAnnual Report 31 December 2019100101
Statutory information

For the 44 week period ended 31 December 2019

1. Directorships

The names of the directors of the Company as at 31 December 2019 are set out on pages 50 and 51 of this annual report.

Grant Ellis and Russel Creedy are Directors of all subsidiary companies.

Arif Khan is a Director of Restaurant Brands Limited, RB Holdings Limited, RBDNZ Holdings Limited, Restaurant Brands Properties

Limited, RBP Holdings Limited, Restaurant Brands Pizza Limited, RBN Holdings Limited and Restaurant Brands Nominees Limited.

Ashley Jones is a Director of Restaurant Brands Australia Pty Limited, Restaurant Brands Australia Holding Pty Limited and

QSR Pty Limited.

Kevin Kurihara is a Director of Restaurant Brands Hawaii Limited, Pacific Island Restaurant Inc., TD Foods Group Inc., Taco Aloha Inc.,

Hawaii Pizza Hut Inc. Pizza Hut of Guam, Inc., Pizza Hut of Saipan, Inc. and TB Guam, Inc.

2. Directors and remuneration

NZ$000’sBoard Fees

Audit and Risk

Committee

Health and Safety

Committee

Appointments

and Remuneration

Committee

Total

Remuneration

E K van Arkel

1

5656

H W Stevens

1

29635

V Tay lor

2

718

S Copulos

2

77

D Beguely

2

718

J Parés

3

5656

E Fullaondo

3

6868

C Fernández

4

– –

LM Álvarez

4

3636

H M Lim

4

4343

S Ward

4

4343

352611360

1. E K van Arkel and H Stevens retired from the Restaurant Brands Board of Directors on 10 July 2019.

2. V Taylor, S Copulos and D Beguely retired from the Restaurant Brands Board of Directors on 1 April 2019.

3. J Parés and E Fullaondo were appointed to the Restaurant Board of Directors on 1 April 2019.

4. C Fernández, LM Álvarez, H M Lim and S Ward were appointed to the Restaurant Brands Board of Directors on 10 July 2019.

3. Entries recorded in the interests register

The follow entries were recorded in the interest register of the Company and its subsidiaries during the period ended 31 December 2019.

(a) Share dealings of Directors

Sale

date

Number of

shares

sold

D Beguely01 April 20194 0,721

E K van Arkel01 April 2019130,8 0 6

S Copulos01 April 20198,658,075

S Copulos29 April 201953,820

S Copulos30 April 2019240,405

S Copulos01 May 2019393,020

S Copulos02 May 20191,285,499

With the successful completion of the take over process on 1 April 2019 S Copulos sold 8,658,075 shares, T van Arkel 130,806 shares

and D Beguely 40,721 shares to Global Valar, S.L. Between 29 April 2019 and 2 May 2019 S Copulos sold a further 1,972,744 shares.

No other shares were brought or sold by directors during the period ended 31 December 2019.

(b) Loans to Directors

There were no loans to directors during the period ended 31 December 2019.

(c) General disclosure of interest

In accordance with section 140 (2) of the Companies Act 1993, directors of the Company have made general disclosures of interest

in writing to the board of positions held in other named companies or parties as follows:

NamePositionParty

J ParésChairmanAmRest Holdings SE

Director Grupo Finaccess S.A.P.I de C.V

Director Global Beverage Team

PresidentFinaccess Capital

E FullaondoDirectorAmRest Holdings SE

C FernándezChairmanGrupo Finaccess S.A.P.I de C.V

DirectorAmRest Holdings SE

DirectorInmobiliaria Colonial, S.A.

LM ÁlvarezFounder and CEOCompitalia, S.A. de C.V.

DirectorFinaccess, S.A.P.I. de C.V.

DirectorAmRest Holdings SA

H M LimDirectorAuckland University of Technology

DirectorAuckland Regional Amenities Funding Board

DirectorGeneral Capital Limited

S WardDirectorSydney Airport Limited

ChairmanSecureFuture Wiri Limited

DirectorTCF Commercial Finance New Zealand Limited

ChairmanAdvisory Council to the Financial Dispute Resolution Service

Board memberNational Provident Fund

DirectorWindoma Holdings Limited

Deputy chairmanLife Flight Trust

Board memberWellington Free Ambulance

Tr us te eWellington Free Ambulance Trust

ConsultantSimpson Grierson

(d) Directors’ indemnity and insurance

The Company has insured all its directors and the directors of its subsidiaries against liabilities to other parties (except the Company

or a related party of the Company) that may arise from their position as directors. The insurance does not cover liabilities arising from

criminal actions.

The Company has executed a deed of indemnity indemnifying all directors to the extent permitted by section 162 of the

Companies Act 1993.

Restaurant Brands New Zealand LimitedAnnual Report 31 December 2019102103
4. Employees’ remuneration

During the period the following number of employees or former employees received remuneration of at least $100,000:

Number of employees

Dec 2019Feb 2019

$100,000–$109,999919

$110,000–$119,99968

$120,000–$129,99945

$130,000–$139,99955

$140,000–$149,99923

$150,000–$159,99938

$160,000–$169,9991–

$170,000–$179,99941

$180,000–$189,99912

$190,000–$199,99921

$200,000–$209,99922

$210,000–$219,99911

$220,000–$229,99923

$230,000–$239,9992–

$240,000–$249,999– 1

$250,000–$259,99911

$260,000–$269,999–2

$270,000–$279,999– 1

$280,000–$289,999– 2

$290,000–$299,9991–

$340,000–$349,999– 1

$370,000–$379,9991–

$380,000–$389,999– 1

$390,000–$399,9992–

$400,000–$409,9991–

$410,000–$419,999– 1

$450,000–$459,999– 1

$460,000–$469,999– 1

$800,000–$809,9991–

$1,030,000–$1,039,999–1

5171

Note that the December 2019 period is for a 10 month period. The disclosure above therefore represents the amounts employees

received during this 10 month period.

5. Subsidiary company directors

No employee of the Company appointed as a director of the Company or its subsidiaries receives, or retains any remuneration or

benefit, as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant

bandings for remuneration disclosure under Note 4 above.

Overview

Restaurant Brands New Zealand Limited (the Company) is listed on the NZX Main Board and as a Foreign Exempt Listing on the

ASX (both under the ticker code “RBD”).

The board is committed to having best-practice governance structures and principles and to following the guiding values of the

Company: integrity, respect, continuous improvement and service. In this part of the annual report, we provide an overview of the

Company’s corporate governance framework. It is structured to follow the recommendations set out in the NZX Corporate Governance

Code 2017 (the “NZX Code”) and discloses how the Company is applying these recommendations.

The board considers that as at 31 December 2019, the corporate governance practices it has adopted are in compliance with the

NZX Code other than:

• Recommendation 2.8 (stating that a majority of the board should be independent directors); and

• Recommendation 2.9 (stating that an issuer should have an independent chair of the board).

An explanation as to why these recommendations have not been adopted is provided under Principle 2 on page 104.

Principle 1 – Code of ethical behaviour

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards

being followed throughout the organisation.”

Group Ethical Conduct Policy

The Company’s Group Ethical Conduct Policy sets out the ethical standards the board expects all directors, officers, employees,

contractors and agents to adhere to when they represent the Company and its subsidiaries. The policy covers a wide range of areas

including: standards of professional behaviour, compliance with laws and policies, conflicts of interest, gifts and entertainment and

proper use of Company assets and information. The policy requires the reporting of breaches (or suspected breaches) of the policy.

In addition, each geographic business unit of the Company (ie New Zealand, Australia and United States) (referred to as a Local

Operating Division) is empowered to adopt specific policies and/or procedures that complement, enhance or supplement the

general standards set out in the Group Ethical Conduct Policy if appropriate for that Local Operating Division.

The Group Ethical Conduct Policy is available on the Company’s website and is subject to biennial reviews.

Interests register

The board maintains an interests register. In considering matters affecting the Company, directors are required to disclose any actual or

potential conflicts. Where a conflict or potential conflict has been disclosed, the director takes no further part in receipt

of information or participation in discussions on that matter.

Group Securities (Insider Trading) Policy

The Group Securities (Insider Trading) Policy details the Company’s securities trading policy and includes restrictions on and procedures

for directors and employees trading in the Company’s financial products. In particular, the policy:

• prohibits trading by an individual holding non-public material information about the Company;

• requires all directors, officers, employees and contractors of the Company to obtain permission before trading can occur; and

• prohibits directors, the Group CEO, Group CFO and direct reports to the Group CEO and Group CFO from trading outside of set

8 week trading windows that follow:

›the release of half and full year results; or

› the issuance of a “cleansing statement” under the Financial Markets Conduct Act 2013.

Statutory information (continued)

For the 44 week period ended 31 December 2019

Statement of corporate governance

For the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 2019104105
Principle 2 – Board composition & performance

“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.”

Responsibilities of the board

The board is responsible for the proper direction and control of the Company’s activities and is the ultimate decision-making body

of the Company. The board has adopted a formal Board Charter detailing its authority, responsibilities, membership and operation.

The Board Charter is available for viewing on the Company’s website.

The key responsibilities of the Board under the Board Charter include setting strategic direction, approval of significant expenditures,

policy determination, stewardship of the Company’s assets, identification of significant business risks, legal compliance and monitoring

management performance.

Delegation

The board has delegated responsibility for the day-to-day leadership and management of the Company to the Group Chief Executive

Officer (Group CEO) who is required to do so in accordance with board direction. The Group CEO’s performance is reviewed each year

by the board. The review includes a formal performance appraisal against measured objectives together with a qualitative review.

The board has approved a schedule of delegated authorities affecting all aspects of the Company’s operation. This is reviewed from

time to time as to appropriateness and levels of delegation.

Composition and focus

The Company’s constitution prescribes a minimum of three directors and, as at 31 December 2019, the board comprised six

non-executive directors (including the Chairman). As at the date of publication of this annual report, the board comprises six

non-executive directors (including the Chairman).

Profiles of the current directors, together with a summary of skill sets included in the “Board of Directors” section of this annual report

and on the Company’s website.

As at 31 December 2019, Emilio Fullaondo, Huei Lyn Lim and Stephen Ward were considered by the board to be independent under

the NZX Listing Rules as they are not executives of the Company and do not have any direct or indirect interests or relationships that

could reasonably influence, in a material way, their decisions in relation to the Company. José Parés, Carlos Fernández and Luis Miguel

Álvarez were considered to not be independent as they represent a significant shareholding. Per the Company’s Constitution, in the

case of an equality of votes when a resolution of the board is tabled, the chair of the board has a casting vote.

The board does not have a policy on a minimum number of independent directors.

The board has elected to not adopt Recommendation 2.8 (stating that a majority of the board should be independent directors) and

Recommendation 2.9 (stating that an issuer should have an independent chair of the board) of the NZX Corporate Governance Code

on the basis that it is appropriate for a shareholder holding 75% of the Company’s shares (i.e. Finaccess) to be represented by a

majority of the board. With the board comprising of six directors, such majority representation is achieved by the chair of the board

being a

non-independent director with the ability to exercise a casting vote. The board is of the opinion that this arrangement is preferable

(from both governance and cost perspectives) to implementing a majority by adding a fourth non-independent director to the board.

The chairs of all sub-committees of the board (being the Audit & Risk, Health & Safety and Remuneration & Nominations Committees)

are independent directors.

The roles of Chairman and Group Chief Executive Officer are exercised by separate persons. In addition to committee responsibilities

(below), individual board members work directly with management in major initiatives such as acquisitions and asset rationalisations.

Shareholding

There is no prescribed minimum shareholding for directors, refer to the “Shareholder Information” section of this annual report for

more detail.

Directors may purchase shares upon providing proper notice of their intention to do so and in compliance with the operation of the

Company’s Group Securities (Insider Trading) Policy (see above).

Nomination and appointment

The board has adopted a Director Nomination and Appointment Procedure. This procedure is administered by the Remuneration and

Nominations Committee and includes guidelines relating to board composition, considerations for new director appointments and the

process by which potential directors are nominated and assessed.

Statement of corporate governance (continued)

For the 44 week period ended 31 December 2019

Written agreement

The Director Nomination and Appointment Procedure requires the terms of appointment for all new directors to be set out in a formal

letter of appointment and also stipulates that new directors are to receive induction training regarding the Company’s values and

culture, governance framework, the Group Ethical Conduct Policy, Board and Committee policies, processes and key issues, financial

management and business operations.

Diversity

The Company and the board are committed to promoting a diverse and inclusive workplace. This is outlined in the Group Diversity

Policy which is available on the Company’s website. The Company endeavours to ensure diversity at all levels of the organisation to

ensure a balance of skills and perspectives are available in the service of its shareholders and customers.

As at 31 December 2019, the gender balance of the Company’s directors, officers and all employees is as follows:

DirectorsOfficers

*

Employees

Dec 2019Feb 2019Dec 2019Feb 2019Dec 2019Feb 2019

Female1 17%1 20%117%2 29%5,032 52%4,463 50%

Male5 83%4 80%5 83%5 71%4,567 48%4,388 50%

Tot a l6 100%5 100 %6 100%7 100 %9,599 100%8,851 100 %

* “Officers” is defined in the NZX Listing Rules as only including those members of management who report directly to the board or report directly to

a person who reports to the board. As at 31 December 2019, the Group CEO is the only direct report to the board and the Group CFO, CPO, and three

Local Operating Division CEOs are the only direct reports to the Group CEO.

The Group Diversity Policy requires the Remuneration and Nominations Committee to develop and recommend to the board a set of

measurable goals for the Company to drive achievement of the objectives of the policy. The board considers that the performance of

the Company during the period ended 31 December 2019 in relation to most of the systemic elements of the Group Diversity Policy

was satisfactory.

Board appraisal and training

The board has adopted a performance appraisal programme by which it biennially monitors and assesses individual and board

performance. The most recent review covering the performance of the board, the board committees and individual directors

against the relevant charters, corporate governance policies and agreed goals and objectives was carried out with the assistance

of an external facilitator.

The Company does not impose any specific training requirements on its directors but does expect all directors to carry out

appropriate training to enable them to effectively perform their duties. New directors complete an induction programme with

company senior management.

Access to resources and advice

Directors may seek their own independent professional advice to assist with their responsibilities. During the 2019 financial year, no

director sought their own independent professional advice, but the board sought external advice and/or assistance with respect to:

• vesting of the senior executive long term incentive scheme; and

• business valuation considerations.

Re-election

Pursuant to the requirements of the NZX Listing Rules, directors of the Company must not hold office (without re-election) past

the third Annual Shareholders’ Meeting following their appointment or three years (whichever is later) but may seek re-election

at that meeting.

Restaurant Brands New Zealand LimitedAnnual Report 31 December 2019106107
Meetings

The board normally meets eight to ten times a year and, in addition to reviewing normal operations of the Company, approves a

strategic plan and annual budget each year.

Board meetings are usually scheduled annually in advance, although additional meetings may be called at shorter notice.

Directors receive formal proposals, management reports and accounts in advance of all meetings.

The Group CEO and Group CFO are regularly invited to attend board meetings and participate in board discussion. Directors also meet

with other senior executives on items of particular interest.

Board and committee meeting attendance for the period ended 31 December 2019 was as follows:

Name

Board

meetings

held

Board

meetings

attended

Audit

and Risk

Committee

meetings

held

Audit

and Risk

Committee

meetings

attended

Health

and Safety

Committee

meetings

held

Health

and Safety

Committee

meetings

attended

Appointments

and

Remuneration

Committee

meetings held

Appointments

and

Remuneration

Committee meetings

attended

E K van Arkel

1

9321n/an/a2n/a

H W Stevens

1

9421n/an/a21

L M Álvarez

2

952n/a1121

J Parés

3

99221121

E Fullaondo

3

99221122

C Fernández

2

952n/a112n/a

S Ward

2

95211121

H M Lim

2

95211121

1

E K van Arkel and H W Stevens retired from the board on 10 July 2019.

2

C Fernández, L M Álvarez, H M Lim and S Ward were elected to the board on 10 July 2019.

3

J Parés and E Fullaondo were appointed to the Restaurant Board of Directors on 1 April 2019, retired in accordance with Listing Rule 2.7.1

and were re-elected on 10 July 2019.

D Beguely, V Taylor and S Copulos retired from the board on 1 April 2019. There were no board meetings during the period prior to their retirement.

Principle 3 – Board committees

“The Board should use committees where this will enhance effectiveness in key areas, while retaining board responsibility.”

From amongst its own members, the board has appointed the following permanent committees:

Audit and Risk Committee

As at 31 December 2019, the members of the Audit and Risk Committee were Emilio Fullaondo (Chair), José Parés, Stephen Ward and

Huei Lyn Lim. This committee is constituted to monitor the veracity of the financial data produced by the Company, ensure controls are

in place to minimise the opportunities for fraud or for material error in the accounts and to oversee the operation of the Company’s Risk

Management Framework (discussed in more detail in the “Risk Management Framework” section under Principle 6). A majority of the

committee’s members must be independent directors and executive directors may not be members of the committee.

The Audit and Risk Committee meets two to three times a year. External auditors of the Company, senior management and executives

performing internal audit management from within the Company attend by invitation. The external auditors also meet separately with

the Audit and Risk Committee with no members of management present.

The Audit and Risk Committee has adopted a charter setting out the parameters of its relationship with internal and external audit

functions. The charter (which is available on the Company’s website) requires, among other things, five yearly reviews of the external

audit relationship and audit partner rotation.

Remuneration and Nominations Committee

As at 31 December 2019, the members of the Remuneration and Nominations Committee were Stephen Ward (Chair), Huei Lyn Lim,

Emilio Fullaondo and Luis Miguel Álvarez. This committee is constituted to administer the Director Nomination and Appointment

Procedure, approve appointments of senior executives of the Company (principally the Group CEO and those reporting directly

to the Group CEO) and make recommendations to the board in relation to terms of remuneration for non-executive directors and

senior executives. It also reviews any company-wide incentive and share option schemes as required and recommends remuneration

packages for directors to the shareholders.

The Remuneration and Nominations Committee has adopted a written charter which is available on the Company’s website.

Statement of corporate governance (continued)

For the 44 week period ended 31 December 2019

Health and Safety Committee

As at 31 December 2019, the members of the Health and Safety Committee were Huei Lyn Lim (Chair), Stephen Ward and Emilio

Fullaondo. This committee is constituted to assist the board to provide leadership and policy in discharging its health and safety

governance duties. In particular, the Health and Safety Committee is responsible for administering the Company’s Health and Safety

Framework, monitoring and assessing the Company’s Health and Safety performance and developing Health and Safety targets/

objectives for the business.

The Terms of Reference for the Health and Safety Committee are set out in the Board Health and Safety Charter which is available

on the Company’s website.

Other sub-committees may be constituted and meet for specific ad-hoc purposes as required.

Takeover protocols

The board has adopted a set of Takeover Procedures and Protocols to be followed if there is a takeover offer for the Company.

The Takeover Procedures and Protocols provides for the formation of a committee of independent directors to consider and

manage a takeover offer in accordance with the Takeovers Code.

Principle 4 – Reporting and disclosure

“The Board should demand integrity in financial and non-financial reporting and in the timeliness and balance of corporate disclosures.”

Continuous Disclosure Policy

The board and Company are committed to promoting shareholder and market confidence through open, timely and accurate

communication in compliance with the Company’s continuous disclosure obligations under the NZX and ASX Listing Rules and the

Financial Markets Conduct Act 2013. The Company’s Group Continuous Disclosure Policy contains processes and procedures for

ensuring that there is full and timely disclosure of market sensitive information to all shareholders and other market participants and

also outlines the responsibilities in relation to the identification, reporting, review and disclosure of material information. The board has

appointed a Disclosure Officer to administer this policy.

Charters and policies

Copies of the Company’s key governance documents (including the Board Charter, Committee Charters, Group Diversity Policy, Group

Continuous Disclosure Policy, Group Director and Senior Executive Remuneration Policy, Group Code of Ethical Conduct and Group

Securities (Insider Trading) Policy are available in the “Governance” section of the Company’s website.

Financial reporting

The board is committed to ensuring integrity and timeliness in its financial reporting and providing information to shareholders and the

wider market which reflects a considered view on the present and future prospects of the Company.

The Audit and Risk Committee oversees the quality and integrity of the Company’s external financial reporting including the accuracy,

completeness, balance and timeliness of financial statements. It reviews the Company’s full and half year financial statements and

makes recommendations to the board concerning the application of accounting policies and practice, areas of judgement, compliance

with accounting standards, stock exchange and legal requirements as well as the results of the external audit.

While the Audit and Risk Committee ultimately oversees the quality of the Company’s external financial reporting, the Company’s

management also provides confirmation in writing to the board that the Company’s external financial reports represent a true and fair

representation of the financial performance of the Company.

Non-financial reporting

The Company’s Environmental, Social and Governance Report is set out earlier in this annual report. The Company recognises that

it is in the early stages of reporting on non-financial information and intends to continue to develop the environmental, social and

governance reporting framework adopted for this annual report.

Restaurant Brands New Zealand LimitedAnnual Report 31 December 2019108109
Principle 5 – Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

Board remuneration

The Company’s approach to the remuneration of directors and senior executives is set out in the Company’s Director and Senior

Executives Remuneration Policy. The board’s Remuneration and Nominations Committee reviews director and senior executive

remuneration and makes recommendations to the board after taking into account the requirements of the policy. The Remuneration

and Nominations Committee’s membership and role are set out in more detail under Principle 3 above.

The current total pool of director fees authorised at the Annual Shareholders’ Meeting on 21 June 2018 is $475,000 per annum.

No directors currently take a portion of their remuneration under a performance-based equity compensation plan, although a number

of directors do hold shares in the Company. Directors do not receive additional remuneration or benefits in connection with any

directorship they may hold of subsidiaries of the Company.

The terms of any retirement payments to directors are prescribed in the Company’s constitution and require prior approval of

shareholders at a general meeting. No retirement payments have been made to any director.

The Company has insured all of its directors and the directors of its subsidiaries against liabilities to other parties (except the Company

or a related party of the Company) that may arise from their position as directors. The insurance does not cover liabilities arising from

criminal actions.

The Company has executed a Deed of Indemnity, indemnifying all directors to the extent permitted by section 162 of the Companies

Act 1993.

Group Chief Executive Officer remuneration

The remuneration arrangements in place for the Group CEO consist of a base salary, short term incentive scheme and a long term

incentive scheme. Details of the Group CEO remuneration arrangements (including the amounts paid in February 2019 and December

2019 financial periods) are set out in Note 24 to the 31 December 2019 financial statements in this annual report.

Principle 6 – Risk management

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should

regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”

Risk management framework

The Company has a Risk Management Framework for identifying, monitoring, managing and controlling the material risks faced by the

business. While the board is ultimately responsible for the effectiveness of the Company’s Risk Management Framework, the Risk and

Audit Committee administers the Risk Management Framework and:

• receives and reviews regular risk reporting from management;

• provides recommendations to the board in relation to:

›key/material risk identification and appetite levels;

›whether the Company’s processes for managing risks are sufficient; and

›incidents involving serious fraud or other material break-down/failing of the Company’s internal controls;

• periodically reviews:

›key/material risks that have been identified and the controls in place to manage them; and

›the Company’s business activities to identify likely sources of new risks; and

• confirms the robustness of the Risk Management Framework to the board on an annual basis.

The Committee is required to review the Risk Management framework at least biennially and conducts regular deep dive assessments

of each key/material risk to the Company’s business and the associated business controls management have put in place to manage/

mitigate these risks.

In managing the Company’s business risks, the board approves and monitors additional policies and processes in such areas as:

• Internal Audit – regular checks are conducted by operations and financial staff on all aspects of store operations.

• Treasury Management – exposure to interest rate and foreign exchange risks is managed in accordance with the Company’s

treasury policy.

• Financial Performance – full sets of management accounts are presented to the board at every meeting. Performance is measured

against an annual budget with periodic forecast updates.

• Capital Expenditure – all capital expenditure is subject to relevant approval levels with significant items approved by the board.

The board also monitors expenditure against approved projects and approves the capital plan.

Insurance

The Company has insurance policies in place covering most areas of risk to its assets and business. These include material damage and

business interruption cover at all of its sites. Policies are reviewed and renewed annually with reputable insurers.

Health and safety

The Company’s Health and Safety Committee is responsible for reviewing and making recommendations to the board in respect of

the Company’s health and safety policies, procedures and performance. The Committee’s primary responsibility is to ensure that the

systems used to identify and manage health and safety risks are fit for purpose and are being effectively implemented, reviewed and

continuously improved. The Committee is also responsible for developing health and safety targets/objectives for the business.

Management and the Committee receive detailed reporting on lead and lag indicators of health and safety performance including

health and safety incidents, injury rates by severity and mechanism, identified hazards and outputs from local, area and regional

employee health and safety forum meetings. The Company has dedicated health and safety experts who investigate incidents, analyse

hazard/incident trends to identify and mitigate potential health and safety risks and review, develop and monitor compliance with

health and safety processes and procedures.

At an individual store level, comprehensive policies and procedures for carrying out tasks in a safe manner are in place and regularly

reviewed to ensure they remain fit-for-purpose. Staff are trained in these policies and procedures as part of their induction. Registers

are kept of potential hazards at each store and regular reviews/audits of compliance with health and safety processes and procedures

are carried out by internal staff and external providers.

Reporting of lag indicators of Health and Safety performance is contained in the Environmental, Social and Governance Section of this

annual report. It is expected that more comprehensive reporting on the Company’s health and safety performance will be provided in

the future as the Company’s environmental, social and governance framework continues to develop.

Statement of corporate governance (continued)

For the 44 week period ended 31 December 2019

Restaurant Brands New Zealand LimitedAnnual Report 31 December 2019110111
Principle 7 – Auditors

“The board should ensure the quality and independence of the external audit process.”

External auditor

Oversight of the Company’s external audit arrangements is the responsibility of the Audit and Risk Committee. The Committee

operates under the Audit and Risk Committee Charter which (among other things) requires the Committee to:

• recommend the appointment of the external auditor;

• set the remuneration and review the performance of the external auditor;

• ensure the relationship with the external auditor is reviewed every five years and that the audit partner is rotated after five years;

• set the scope and work plan of the annual audit and half year review (along with the external auditor and management);

• ensure that no unreasonable restrictions are placed on the external auditor by the board or management;

• ensure that open lines of communication are maintained between the board, internal audit, management and the external auditor;

and

• ensure the independence of the external auditor by:

›reviewing the nature and scope of professional services outside of the external statutory audit role proposed to be provided by

the external auditor and approving or declining their use in light of the requirement for external auditor independence;

›monitoring any approved services outside of the external statutory audit role provided by the external auditors to ensure that

the nature and scope of such professional services does not change in a manner that could be perceived as impacting on the

external auditor’s independence;

›reviewing the nature and scope of professional audit services proposed to be provided by firms other than the external auditor

and approving or declining their use in light of the requirement for external auditor independence; and

›reviewing and approving or declining any proposed employment by the Company or its subsidiaries of any former audit partner

or audit manager.

The Audit and Risk Committee receives an annual confirmation from the external auditor as to their independence from the Company.

The external auditor regularly meets with the Committee (including meetings without management present) and attends the Company’s

Annual Shareholders’ Meeting where the lead audit partner is available to answer questions from shareholders.

Internal audit

The Audit and Risk Committee is responsible for the integrity and effectiveness of the Company’s internal audit function. The Company

has an internal audit team that performs assurance and compliance reviews across the Company’s operations as part of an annual

programme of work agreed with the Audit and Risk Committee. While the internal audit function has historically focussed on loss-

prevention and fraud, it also carries out reviews of the wider control environment within the Company.

Statement of corporate governance (continued)

For the 44 week period ended 31 December 2019

Principle 8 – Shareholder rights & relations

“The Board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to

engage with the issuer.”

Shareholder communication

The board places importance on effective shareholder communication. Half year and annual reports are published each year and

posted on the Company’s website, together with quarterly sales releases, profiles of directors and key members of management, key

governance documents and copies of investor presentations. From time to time the board may communicate with shareholders outside

this regular reporting regime.

Shareholders are provided with the option of receiving communications from the Company electronically.

Consistent with best practice and of the Company’s continuous disclosure obligations under the NZX Listing Rules, external

communications that may contain market sensitive data are released through NZX and ASX in the first instance. Further communication

is encouraged with press releases through mainstream media. The board formally reviews its proceedings at the conclusion of each

meeting to determine whether there may be a requirement for a disclosure announcement.

Shareholder meetings

Shareholder attendance at annual meetings is encouraged and the board allows extensive shareholder debate on all matters affecting

the Company. The Company complies with its obligations under the Companies Act 1993 and the NZX Listing Rules in relation to

obtaining shareholder approval for major decisions/actions that may change the nature of the company shareholders have invested in.

Notice of the Company’s Annual Shareholders’ Meeting will be available at least 20 working days prior to the date of the meeting.

In accordance with the requirements of Rule 6.1.1 of the NZX Listing Rules, voting at the Annual Shareholders’ Meeting will be carried

out by way of a poll on the basis of one share, one vote.

Restaurant Brands New Zealand Limited112
Directors

José Parés (Chairman)

Emilio Fullaondo

Carlos Fernández

Luis Miguel Álvarez

Stephen Ward

Huei Min (Lyn) Lim

Registered office

Level 3

Building 7

Central Park

666 Great South Road

Penrose

Auckland 1051

New Zealand

Share registrar

New Zealand

Computershare Investor Services Limited

Level 2

159 Hurstmere Road

Takapuna

Private Bag 92 119

Auckland 1142

New Zealand

T: 64 9 488 8700

E: enquiry@computershare.co.nz

Australia

Computershare Investor Services Limited

Yarra Falls

452 Johnston Street

Abbotsford, VIC 3067

GPO Box 3329

Melbourne, VIC 3001

Australia

T: 1 800 501 366 (within Australia)

T: 61 3 9415 4083

F: 61 3 9473 2500

E: enquiry@computershare.co.nz

Auditors

PricewaterhouseCoopers

Solicitors

Bell Gully

Harmos Horton Lusk

Meredith Connell

Bankers

Westpac Banking Corporation

J . P. M o r g a n

Rabobank

Bank of China

First Hawaiian Bank

MUFG Bank, Ltd

Contact details

Postal Address:

P O Box 22 749

Otahuhu

Auckland 1640

New Zealand

Telephone: 64 9 525 8700

Fax: 64 9 525 8711

Email: investor@rbd.co.nz

Annual meeting

28 May 2020

Financial year end

31 December 2020

Annual profit announcement

February 2021

Financial calendar

Corporate directory

Restaurant Brands New Zealand Limited114
www.restaurantbrands.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.