Burger Fuel Group Limited logo

Burger Fuel Group Limited FY20 Annual Report Provided

Full Year Results31 July 2020BFGConsumer Discretionary

BURGER FUEL
GROUP LIMITED

ANNUAL REPORT 2020

3
Annual Report of the Directors

Total System Sales

Revenue and Trading History

Independent Auditor’s Report

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Shareholder Information

Corporate Governance

Directory

04

08

09

12

19

20

22

23

24

70

73

75

TABLE OF CONTENTS

ANUL REPORTTR2E2RP2R0RO3PAOARU3 4U

BFG ANNUAL REPORT 2020
45

Burger Fuel Group Ltd Full Year Results for the

12 months ended 31st March 2020

On the 1st July 2019 Burger Fuel Worldwide Limited

changed its name to Burger Fuel Group Limited

to better reflect the business focus and our recent

transformation into a multi-brand business. At the same

time, we also migrated to the NZX main board from the

NZAX.

The Group relied on the NZX class waiver from listing

rules 3.6.1, dated 19 March 2020, which provides listed

companies with an additional two months to prepare

and release annual reports in acknowledgement of the

challenges caused by COVID-19.

Overview - FY20

The Directors of Burger Fuel Group Limited (BFG)

present the audited results for the 12 months to

31 March 2020.

Net Profit after tax for the period was $505,478

representing a 59.1% decrease on the previous year

The Group has no debt, and cash reserves of $5.6M.

BurgerFuel Group (unaudited) Total System Sales (all

three brands) reduced (2.18%) to $101.3M on the same

period last year. Group Operating Revenue increased

by 4.0% to $21.9M. Whilst revenue is up on FY19, this

is mainly due to the opening of our company owned

Shake Out store at the Smales Farm complex in

Takapuna, Auckland in November 2018, as well as the

additional interest income booked for the non-occupied

leases as per the new IFRS 16 lease accounting

standard $1.4M.

Revenue is largely comprised of sales from our

company owned restaurants, manufacturing, and long-

term recurring royalties.

In FY20 we had a reduction in MENA royalty and

advertising income and an internal business structure

change lowered revenue from our proprietary product

manufacturing operation but will ensure that this

business unit becomes more financially efficient going

forward.

The Group also incurred additional costs around the

KPMG process, legal costs, writing off certain obsolete

assets and stock write offs due to the closure of

restaurants over the COVID-19 lockdown period. The

Group has also undertaken significant investment in the

ongoing development of the new brands.

As at 31 March 2020 there were 78 BurgerFuel, Shake

Out® and Winner Winner® stores operating in NZ and

worldwide.

BFG results for the period

1 April 2019 to 31 March 2020

31 March

2020

31 March

2019

$000$000

Operating Revenue* 20,45921,028

Interest Income

IFRS 16 non-occupied leases1,410-

Total Income21,86921,028

Operating Expenses**(18,663)(19,172)

Depreciation Expense

IFRS 16 occupied leases(630)-

Interest Expense

IFRS 16 non-occupied leases(1,410)-

Interest Expense

IFRS 16 occupied leases(443)-

Total Expenses(21,146)(19,172)

Net Profit (Loss) Before Tax7231,856

Net Profit (Loss) After Tax***5051,236

* Revenue includes: Operating revenue and interest income.

** Expenses include: Operating expenses, depreciation, amortisation and

interest expense.

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

the foreign tax losses. The overseas entities had minimal tax.

THE YEAR TO DATE

AND GROUP OUTLOOK

New Zealand

Systemwide sales across New Zealand (62 restaurants,

all 3 brands) increased by 1.3% on the previous year

this was mainly due to the opening of 5 new stores.

The COVID-19 Alert Level 4 lockdown resulted in

FY20 having 6 less days of trade which impacted the

Group’s NZ sales by approx. (1.7%). Since our mid-year

announcement, trading conditions in Christchurch have

remained difficult, however Auckland was showing

some improvement prior to the COVID-19 Alert Level

4 lockdown. The distribution of our sales has been

inconsistent and is now favouring the suburbs over the

city centres as office buildings remain underutilised. It

remains to be seen as to whether the cities will return

to pre-COVID-19 levels of pedestrian traffic.

CHAIRMAN AND CHIEF EXECUTIVES’ REVIEWCHAIRMAN AND CHIEF EXECUTIVES’ REVIEW

Comparable BurgerFuel (same store) sales in NZ

decreased by (2.1%) which is partly due to 6 lost

days of trade caused by the lockdown. At this stage

BurgerFuel NZ will continue with our policy of not

undertaking third-party, home delivery as over time

we believe this will negatively affect both the brand

and individual store profitability. This decision is likely

to have impacted our FY20 growth numbers, however

we remain committed to this policy at this stage.

The COVID-19 crisis delayed the opening of our new

BurgerFuel store in Point Chevalier (Auckland). It has

since opened and is trading well. There are still some

opportunities for new BurgerFuel stores to open in the

remaining main centres of New Zealand however, there

is much uncertainty in the current environment and

we are not able to determine at this stage what new

development will be possible.

Shake Out total store sales increased by 243% in

FY20. No stores have yet had a full financial year of

comparable trade. The main events for Shake Out have

been the opening of stores in Browns Bay (Auckland)

and Palmerston North. The impending COVID-19

crisis delayed the opening of our new Hamilton East

store. It has since opened and is trading well in its

first few weeks. The Browns Bay Shake Out did not

meet expectations and did not reopen after the

COVID-19 Alert Level 4 lockdown. Shake Out has also

deployed a portable pop up type operation that uses

two shipping containers. It was extremely successful

at music festivals and concerts but as those types of

events may become less popular, it will be popping up

in various locations to sell directly to the public. It is

currently operating from the Trusts Arena in Henderson

(Auckland).

Winner Winner total sales increased by 56.4% due

to two new stores, Courtenay Place (Wellington)

and Pukekohe, opening in January 2020. Both new

stores were trading well, however the momentum of

these two new stores has been greatly impacted by

the necessity to close during the COVID-19 Level 4

lockdown. It remains to be seen how each of those

stores will recover over the coming months, but we are

optimistic about the Winner Winner brand.

In February and March, the two new brands

represented 7.6% of total NZ sales for the group.

Unfortunately, expansion plans have now stalled

because of the COVID-19 crisis and any future

development will depend on the future economic

conditions, which at this point remain uncertain.

The Middle East

The Middle East continues to be a difficult market

for BurgerFuel with each country experiencing major

challenges. We announced the closure of the Iraq store

as we now see no future in this country.

In the UAE we have experienced less competitive

pressure, as many restaurants are closing, but

increasing pressure from the overall economic

conditions in the UAE. The UAE as a country is

experiencing a downturn that is directly affecting

the hospitality and food service industries. Together

with the COVID-19 crisis, there is finally some

acknowledgment that rents were unsustainable, and

they are now starting to reduce. Unfortunately, the

Dubai World Expo has been delayed by a year, so we

are not expecting any recovery in the UAE trading

conditions during FY21. Because of tough economic

conditions, and then the impact of COVID-19, our

Licensee in UAE has closed several stores with only 2

BurgerFuel stores now operating in Dubai and 2 in Abu

Dhabi. At this stage we are uncertain of BurgerFuel’s

ongoing future in the UAE.

The Kingdom of Saudi Arabia is showing mild

improvements, in part because of their populace not

leaving the country for entertainment options. We

expect that the ever-increasing freedoms within the

country will continue to be good for the domestic

hospitality & food service industry, potentially at the

expense of regional entertainment hubs such as Dubai

or Bahrain. Our Licensee opened a new store in the city

of Jubail and has another store under construction in

the city of Dammam.

Overall, and as always, we continue to caution the

market as to the future of the Middle Eastern region for

BurgerFuel. These countries remain very uncertain and

we anticipate further declines in our revenue from the

Middle East region.

United States

In the United States we have one licenced store in

Broad Ripple, Indianapolis. That store has experienced

a decline in sales in the past 12 months and due to the

COVID-19 crisis it was forced to close on 22nd March,

a few days before the New Zealand lockdown and it

has not yet reopened. There are significant challenges

in the USA, both with the ongoing community

transmission of the COVID-19 epidemic and more

recently with the arrival of major civil unrest. We are

unsure about the future of BurgerFuel in the USA at

this point but will update the market when we receive

further information.

FOR THE YEAR ENDED 31 MARCH 2020FOR THE YEAR ENDED 31 MARCH 2020

/ ANNUAL REPORT OF THE DIRECTORS

BFG ANNUAL REPORT 2020
6

CHAIRMAN AND CHIEF EXECUTIVES’ REVIEW

Outlook

BurgerFuel Group has completed its transformation to a

multi-brand business and was preparing for the additional

growth opportunities that the new brands had presented.

The COVID-19 crisis has forced us to moderate those plans

and prepare for a challenging environment in FY21 and

potentially beyond that. We do not anticipate any significant

store development in the next 12 months. We remain

focused on safeguarding the business and reducing costs in

order to endure these uncertain times and be able to take

opportunities that may present themselves in the months to

come.

BurgerFuel Group in conjunction with its advisors KPMG are

still reviewing its options regarding a possible sale, merger,

joint venture, international partnership, domestic partnership

or alternative process. The Board will keep the market

updated with any material developments should they occur

throughout the ongoing strategic review process.

We would like to thank all shareholders, staff, franchisees,

suppliers and of course our valued customers for their

continued support.


Best regards,

FOR THE YEAR ENDED 31 MARCH 2020

Josef Roberts

Group CEO

Peter Brook

Chairman

Anuual Anuual RR epoaorta

/ ANNUAL REPORT OF THE DIRECTORS

9
BFG ANNUAL REPORT 2020

8

Total System Sales represent total till sales figures

across the counter for all franchise and company

owned stores. These figures are based on store sales

reported by franchisees to Burger Fuel Limited for

the corresponding financial years, and have not been

independently reviewed or audited by Baker Tilly

Staples Rodway. All figures are taken from till sales and

are up to and including the last day of the calendar

month. These figures are exclusive of GST.

These figures include all three brands BurgerFuel,

Shakeout, and Winner Winner.

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

for all franchise and company owned stores.

Total (Unaudited) System Sales

BURGERFUEL GROUP LIMITED FY20 TOTAL

SYSTEM SALES

2012

NZ$33.0M

2013

NZ$38.1M

2014

NZ$49.3M

2015

NZ$66.2M

2016

NZ$82.8M

2011

NZ$29.9M

2010

NZ$25.9M

20092017

NZ$96.5M

2018

NZ$100.3M

2019

NZ$105.6M

2020

NZ$103.6M

NZ$101.3M

$101,340,524

BURGERFUEL GROUP LIMITED FY20

REVENUE AND TRADING HISTORY

REVENUE

LOSS

PROFIT AFTER TAX

NZ$21.0M

2019

NZ$1,236,341

NZ$21.9M

2020

NZ$505,478

2009

NZ$7.5M

(NZ$710,282)

2010

NZ$8.7M

(NZ$552,983)

2011

NZ$8.3M

NZ$33,513

2012

NZ$9.6M

NZ$708,360

NZ$12.0M

NZ$1,098,294

2013

NZ$14.4M

NZ$400,656

2014

NZ$18.7M

NZ$532,170

2015

NZ$20.3M

(NZ$1,143,655)

2016

NZ$22.3M

NZ$888,948

2017

NZ$24.8M

(NZ$463,062)

2018

BFG ANNUAL REPORT 2020

/ FY20 REVENUE AND TRADING HISTORY/ FY20 TOTAL SYSTEM SALES

1110
BFG ANNUAL REPORT 2020

THE BFG BOARD

Mark is the CFO & Company

Secretary of BurgerFuel and

has been with the company

since 2008.

Mark is a chartered accountant

& a member of Chartered

Accountants Australia and New

Zealand.

Prior to joining BurgerFuel,

Mark worked for Deutsche

Bank & The Economist in

London.

MARK PIET

CHIEF FINANCIAL OFFICER

PETER BROOK

CHAIRMAN

MEMBER - BFW AUDIT

COMMITTEE

Peter has 20 years experience

in the investment banking

industry, retiring in 2000 to

pursue his own business and

consultancy activities. Peter

is presently Chairman of Trust

Investment Management Ltd

and Generate Investment

Management Ltd.

Other Directorships: A Trustee

of the Melanesian Mission

Trust Board, and a number

of directorships of private

companies.

ALAN DUNN

INDEPENDENT DIRECTOR

CHAIRMAN - BFW AUDIT

COMMITTEE

Former CEO and Chairman of

McDonald’s NZ from 1993 to

2003. In 2004 Alan became

Chicago based VP Operations,

then Regional VP Nordics and

Managing Director Sweden until

retirement from McDonalds in

2007.

JOSEF ROBERTS

GROUP CEO

Josef is the Group CEO and

is responsible for the overall

direction and management of

the business.

Former CEO and founder of

Red Bull Australasia.

TYRONE FOLEY

CHIEF OPERATING OFFICER

Tyrone is the group COO

and is responsible for the

management of all departments

at Head Office

and daily operations in all

markets around the world.

Tyrone’s previous management

roles have been with

McDonald’s and BP.

INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF BURGER FUEL GROUP LIMITED

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Burger Fuel Group Limited and its subsidiaries (‘the

Group’) on pages 19 to 69, which comprise the consolidated statement of financial position as at 31 March

2020, and the consolidated statement of comprehensive income, consolidated statement of changes in equity

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

statements, including significant accounting policies.

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

consolidated financial position of the Group as at 31 March 2020, and its consolidated financial performance

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

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

(‘IFRS’).

Our report is made solely to the Shareholders of the Group. Our audit work has been undertaken so that

we might state to the Shareholders of the Group those matters 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 Shareholders of the Group as a body, for our audit work, for our report

or for the opinions we have formed.

Basis for Opinion

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

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

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

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

Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand

Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code

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

in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

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

and its subsidiaries in the area of taxation compliance services. The provision of these other services has not

impaired our independence.

Emphasis of Matter – Increased level of inherent uncertainty in the significant accounting estimates and

judgements applied by Management in the preparation of these financial statements, arising from the

ongoing global pandemic of coronavirus disease 2019

We draw attention to notes 2 and 29 of the financial statements, which describe the impact of the ongoing

global pandemic of the novel coronavirus disease 2019 (‘COVID-19’), and Management’s assessment of and

responses to, this pandemic on the Group. Since March 2020 the COVID-19 pandemic has lowered overall

economic activity and confidence, resulting in significant volatility and instability in financial markets and

economic uncertainty. Consequently, there has been an increase in the level of inherent uncertainty in the

critical accounting estimates and judgements applied by Management in the preparation of these financial

T

:

+64 9 309 0463


F

:

+64 9 309 4544


E

:

auckland@bakertillysr.nz


W

:

www.bakertillysr.nz

Level 9, 45 Queen Street,


Auckland 1010


PO Box 3899, Auckland 1140


New Zealand

statements, described in notes 2, 14 and 29 of the financial statements. As at the date of the signing of these

financial statements, all reasonably known and available information with respect to the COVID-19 pandemic

has been taken into consideration in the critical accounting estimates and judgements applied by Management,

and all reasonably determinable adjustments have been made in preparing these financial statements.

Our opinion is not modified in respect of this matter.

Key Audit Matters

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

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

audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

Key Audit Matter

How our audit addressed the key audit matter

Impairment assessment of Goodwill

As disclosed in Note 14 of the Group’s consolidated

financial statements, the Group has goodwill of

$1.6M, allocated across two cash-generating units

(‘CGUs’). Goodwill was significant to our audit

due to the size of the assets and the subjectivity,

complexity and uncertainty inherent in the

measurement of the recoverable amount of these

CGUs. The measurement of a CGU’s recoverable

amount includes the assessment and calculation of

its ‘valuein-use’.

Management has completed the annual impairment

test for each of the two CGUs as at 31 March 2020.

This annual impairment test involves complex

and subjective estimation and judgement by

Management on the future performance of the

CGU’s, discount rates applied to the future cash

flow forecasts and future market and economic

conditions.

Our audit procedures related to the key audit

matter, among others, included:


Evaluating management’s determination of the

Group’s CGUs based on our understanding of the

nature of the Group’s business and the economic

environment. We also analysed the internal

reporting of the Group to assess how the CGU’s

are monitored and reported;


Challenging management’s assumptions and

estimates used to determine the recoverable

value of its indefinite life intangible assets,

including those relating to forecasted revenue,

cost, capital expenditure and discount rates, by

adjusting for future events and corroborating the

key market related assumptions to external data

(including the consideration of the impact of the

COVID-19 pandemic).

Key Audit Matter
How our audit addressed the key audit matter

Procedures included:


Evaluating the logic of the value-in-use

calculations supporting Management’s annual

impairment test and testing the mathematical

accuracy of these calculations;


Evaluating Management’s process regarding the

preparation and review of forecasts;


Comparing forecasts to Board approved

forecasts;


Evaluating the historical accuracy of the

Group’s forecasting to actual historical

performance;


Evaluating the inputs to the calculation of the

discount rates applied;


Engaging our own internal valuation experts

to evaluate the inputs to the calculation of the

discount rates applied;


Evaluating Management’s sensitivity analysis

for reasonably possible changes in key

assumptions; and


Performing our own sensitivity analyses

for reasonably possible changes in key

assumptions, the two main assumptions

being: the discount rate and forecast growth

assumptions.

• Evaluating the disclosures related to goodwill

which are included in the Group’s consolidated

financial statements.

Key Audit Matter

How our audit addressed the key audit matter

Adoption of NZ IFRS 16 Leases


As disclosed in Note 4 of the Group’s

consolidated financial statements, the Group has

adopted NZ IFRS 16 Leases from 1 April 2019,

using the modified retrospective approach. This

resulted in the recognition of a lease receivable

of $22.8M, a rightof-use asset of $7.8M and a

lease liability of $30.8M as at 31 March 2020.

The adoption of NZ IFRS 16 was significant

to our audit due to the size of the assets and

liabilities recognised, complexity of applying

the new standard and the assumptions required

by Management for the calculations of the

lease balances and interest and depreciation

expenses.

Management has engaged an accounting expert

to assist in the evaluation of the impact of NZ

IFRS 16 adoption.

Management has completed calculations of the

lease balances for all occupied leases and non-

occupied (subleased) leases as at 1 April 2019,

upon adoption, and as at 31 March 2020.

These calculations require estimates regarding

the lease term and the discount rate. As well,

Management has exercised their judgement

in determining the recoverability of the lease

receivable for the sublease arrangements.

Our audit procedures related to the key audit

matter, among others, included:


Assessing Management’s process relating to

the identification, recording, recognition and

measurement of leases within the scope of NZ

IFRS 16;


Assessing Management’s judgements made in

applying allowable practical expedients against

the requirements of NZ IFRS 16;


Assessing Management’s estimates of the

expected terms of leases (including the

consideration of the impact of the COVID-19

pandemic);


Engaging our own internal accounting technical

experts to evaluate the treatment of non-

occupied (subleased) properties;


Evaluating the key assumptions used by

Management, including the incremental

borrowing rates applied to the lease portfolio;


For a sample of leases:


Agreeing key inputs in the lease calculation to

the underlying lease agreement;


Recalculating the lease liability, right-of-

use asset and lease receivable based on the

key inputs noted above and compared our

recalculations to the balances recognised by

the Group;


Recalculating depreciation expense, interest

expense and interest receivable based on the

key inputs noted above and compared our

recalculations to the balances recognised by

the Group; and


Checking the appropriateness of the

classification of the lease liability between

current and non-current based on the

remaining term of the lease.


Assessing Management’s estimates of any

impairment of right-of-use assets (including the

consideration of the impact of the COVID-19

pandemic);


Assessing the recoverability of the lease

receivable based on Management’s assessment of

impairment using the expected credit loss model

(including the consideration of the impact of the

COVID-19 pandemic); and


Evaluating the presentation and disclosures

related to leases which are included in the

Group’s consolidated financial statements.

Responsibilities of the Directors for the Consolidated Financial Statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the

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

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

free from material misstatement, whether due to fraud or error.

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

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

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

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

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

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

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

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

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

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

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

consolidated financial statements.

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

scepticism throughout the audit. We also:


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

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

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

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

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


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

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

the Group’s internal control.


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

and related disclosures made by management.


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

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

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

material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures

in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future

events or conditions may cause the Group to cease to continue as a going concern.


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

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

transactions and events in a manner that achieves fair presentation.


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

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

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

for our audit opinion.

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

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

during our audit.

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

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

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

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

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

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

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

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

expected to outweigh the public interest benefits of such communication.

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

BAKER TILLY STAPLES RODWAY AUCKLAND

Auckland, New Zealand

31 July 2020

19
ANUL REPORTTR2EP03 R4N A 0P89 8

20202019

Note$$

Revenue520,345,73620,899,915

Operating Expenses6(17,973,431)(18,408,971)

Profit before Interest, Taxation, Depreciation

and Amortisation2,372,3052,490,944

Depreciation on Property, Plant and Equipment11(545,765)(577,343)

Depreciation on Right of Use Assets20(630,329)-

Amortisation14(143,084)(174,648)

(1,319,178)(751,991)

Profit / (Loss) before Interest and Taxation 1,053,1271,738,953

Interest Income113,223127,751

Interest Income leases non-occupied201,410,421-

Interest Expense(345)(10,925)

Interest Expense leases occupied20(442,632)-

Interest Expense leases non-occupied20(1,410,421)-

(329,754)116,826

Profit / (Loss) before Taxation723,3731,855,779

Income Tax Expense7(217,895)(619,438)

Net Profit / (Loss) attributable to shareholders505,478 1,236,341

Other comprehensive income:

Items that may be reclassified subsequently

to profit or loss:

Movement in Foreign Currency Translation Reserve21(117,216)(52,968)

Total comprehensive income 388,262 1,183,373

Basic Earnings per Share (cents)260.942.18

Diluted Earnings per Share (cents)260.942.18

The attached notes form part of these financial statements

CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2020

BFG ANNUAL REPORT 2020

/ CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

21
BFG ANNUAL REPORT 2020

20

FOR THE YEAR ENDED 31 MARCH 2020

CONSOLIDATED STATEMENT OF

FINANCIAL POSITION

20202019

Shareholders’ equityNote$$

Contributed equity1813,594,82513,864,066

Retained earnings19(1,980,020)(2,541,498)

Foreign currency translation reserve21(441,299)(324,083)

11,173,506 10,998,485

Current assets

Cash and cash equivalents175,570,1675,503,473

Trade and other receivables93,189,3343,021,234

Income tax receivable184,326-

Lease Receivable: non-occupied201,518,310-

Inventories10565,217621,618

Loans13174,325170,900

11,201,6799,317,225

Non-current assets

Property, plant and equipment112,462,0172,538,702

Right of use asset - leases207,828,007-

Lease receivable non-occupied2021,238,840-

Deferred tax asset7689,104715,959

Loans13134,140-

Intangible assets142,421,4452,544,788

34,773,5535,799,449

Total Assets45,975,23215,116,674

Current liabilities

Trade and other payables151,470,9491,498,449

Contract Liability15412,620263,215

Lease Liability20423,538-

Lease Liability: non-occupied201,518,310-

Income tax payable-152,013

Provisions16436,456414,631

4,261,8732,328,308

The attached notes form part of these financial statements

FOR THE YEAR ENDED 31 MARCH 2020

CONSOLIDATED STATEMENT OF

FINANCIAL POSITION

20202019

Non-current liabilities

Contract Liability151,625,9981,751,831

Lease Liability207,635,815-

Lease Liability non-occupied2021,238,840-

Provisions1639,20038,050

30,539,8531,789,881

Total liabilities34,801,7264,118,189

Net assets11,173,50610,998,485

Net tangible assets per share ($ per share)300.150.14

For and on behalf of the board who approved these financial statements for issue on 31st July 2020.

DirectorDirector

The attached notes form part of these financial statements

/ CONSOLIDATED STATEMENT OF FINANCIAL POSITION

23
BFG ANNUAL REPORT 2020

22

CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2020

2020

Contributed

Equity

Foreign

Currency

Translation

Reserve

Retained

EarningsTotal Equity

Note$$$$

Balance as at 31 March 201913,864,066(324,083)(2,541,498) 10,998,485

Impact of Changes in Accounting

Policies4-- 56,00056,000

Balance as at 1 April 201913,864,066(324,083)(2,485,498)11,054,485

Buy Back and cancellation of Ordinary

Shares(269,241)--(269,241)

Movement in foreign currency

translation reserve recognised in other

comprehensive income-(117,216)-(117,216)

Net Profit for the year ended

31 March 2020--505,478505,478

Total comprehensive income-(117,216)505,478388,262

Balance as at 31 March 202013,594,825(441,299)(1,980,020)11,173,506

2019

Contributed

Equity

Foreign

Currency

Translation

Reserve

Retained

EarningsTotal Equity

Note$$$$

Balance as at 31 March 201815,811,011(271,115)(2,336,651) 13,203,245

Impact of Changes in Accounting

Policies--(1,441,188)(1,441,188)

Balance as at 1 April 201815,811,011(271,115)(3,777,839)11,762,057

Buy Back and cancellation of Ordinary

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

Movement in foreign currency

translation reserve recognised in other

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

Net Profit for the year ended 31 March

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

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

Balance as at 31 March 201913,864,066(324,083)(2,541,498) 10,998,485

The attached notes form part of these financial statementsThe attached notes form part of these financial statements

20202019

Cash flows from operating activities Note$$

Cash was provided from:

Receipts from customers20,260,64820,849,474

Interest received113,223127,751

Goods and services tax received / (paid)(5,547)13,867

20,368,32420,991,092

Cash was applied to:

Payments to suppliers & employees(18,066,261)(17,908,340)

Interest paid(345)(10,925)

Interest on leases(442,632)-

Taxes paid(527,380)(883,146)

(19,036,618)(18,802,411)

Net cash flows provided from operating activities271,331,7062,188,681

Cash flows from investing activities

Cash was provided from:

Repayments from suppliers & staff12,4368,711

Sale of property, plant and equipment 50,05476,794

62,49085,505

Cash was applied to:

Acquisition of intangible assets14(21,507)(194,247)

Advances to franchisee and staff(150,000)(46,611)

Acquisition of property, plant & equipment11(512,459)(870,799)

Share buyback & cancellation18(269,241)(1,946,945)

(953,207)(3,058,602)

Net cash flows applied to investing activities(890,717)(2,973,097)

FOR THE YEAR ENDED 31 MARCH 2020

CONSOLIDATED STATEMENT OF

CASH FLOWS

BFG ANNUAL REPORT 2020

/ CONSOLIDATED STATEMENT OF CASH FLOWS

Cash flows from financing activities

Cash was applied to:

Lease Liability(398,984)-

Net cash flows applied to financing activities(398,984)-

Net movement in cash and cash equivalents42,005(784,416)

Exchange gains / (loss) on cash and cash equivalents24,689(12,989)

Opening cash and cash equivalents5,503,4736,300,878

Closing cash and cash equivalents175,570,1675,503,473

/ CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

25
BFG ANNUAL REPORT 2020

24

1) Reporting entities and statutory base

Burger Fuel Group Limited (“BFG”) is a Company

registered under the Companies Act 1993 and is listed with

the New Zealand Stock Exchange (NZSX). The Company is

a Financial Markets Conduct (FMC) reporting entity for the

purposes of the Financial Markets Conduct Act 2013 and

its financial statements comply with that Act.

The financial statements presented are those of Burger

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

subsidiaries is listed in note 12 of the financial statements.

The Group operates as a franchisor of gourmet burger

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

incorporated and domiciled in New Zealand.

2) Basis of preparation

Statement of Compliance

The financial statements have been prepared in

accordance with New Zealand Generally Accepted

Accounting Practice (“NZ GAAP”) and the requirements

of the Companies Act 1993, the Financial Reporting Act

2013 and the Financial Markets Conduct Act 2013. They

comply with the New Zealand equivalents to International

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

applicable Financial Reporting Standards as appropriate

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

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

entity as defined in the XRB’s Accounting Standards

Framework. These financial statements also comply with

International Financial Reporting Standards (“IFRS”).

These financial statements are presented in New Zealand

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

and they have been rounded to the nearest dollar.

Where necessary, comparative information has been

reclassified and repositioned for consistency with current

year disclosures.

The financial statements were approved by the Board

of Directors on the date set out on page 21 of the Annual

Report.

Basis of Measurement

These financial statements have been prepared under the

historical cost convention and on a going concern basis.

Use of Estimates and Judgements

The preparation of financial statements in conformity with

NZ IFRS requires management to make estimates and

assumptions that affect the reported amounts of assets

and liabilities at the date of the financial statements and

the reported amounts of revenues and expenses during

the year. Actual results could differ from those estimates.

The principal areas of judgments in preparing these

financial statements are set out below:

IFRS16 – Expected Lease Term

The Group has estimated the lease terms for the occupied

and non-occupied leases will run to their final expiry,

taking into account all optional exercise periods. This is

based on the fact that the Group and franchisee spends

a significant amount on the store fitout, thus it is in their

best interest to extend the lease term for as long as

possible while the asset is generating revenue.

Impairment of Receivables and Lease Receivables

The Group maintains an allowance for estimated losses

expected to arise from customers being unable to make

required payments. This allowance takes into account

known commercial factors impacting specific customer

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

debtors’ portfolio. In assessing the allowance, factors such

as past collection history, the age of receivable balances,

the level of activity in customer accounts, as well as

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

The impairment of receivables is detailed in note 9 of the

financial statements.

Accounting for Income Tax

Preparation of the annual financial statements requires

management to make estimates as to, amongst other

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

the availability of losses to be carried forward and the

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

jurisdictions it operates in.

Deferred tax assets are recognised for deductible

temporary differences and unused tax losses (where

applicable) only to the extent that it is probable that

future taxable amounts will be available to utilise those

temporary differences and losses. Actual results may

differ from these estimates as a result of reassessment by

management or taxation authorities.

Refer to note 7 for additional information on accounting

for income tax.

Impairment of Goodwill

The Group reviews goodwill for indicators of impairment

at least on an annual basis. This requires an estimation of

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

Goodwill is allocated. Estimating the fair value amount

requires management to make an estimate of the

expected future cash flows from the cash-generating unit

in the forecasted period and also to determine a suitable

discount rate in order to calculate the present value of

those cash flows. The Group’s longer-term forecasts

are subject to a higher level of uncertainty as it mostly

depends on consumer spending, market conditions and

level of competition. For additional information on the

impairment test, reference is made to note 14.1 - Intangible

Assets.

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

2) Basis of preparation (continued)

COVID-19

In the last week of our financial year, conditions became

markedly more challenging, complex and uncertain

for the whole of New Zealand, including BFG, with the

country entering an unprecedented lockdown and State of

Emergency over the COVID-19 global pandemic.

COVID-19 Alert Level 4 came into force at 11:59pm

Wednesday 25 March 2020; New Zealand moved to Alert

Level 3 at 11:59pm on Monday 27 April 2020 and Alert

Level 2 at 11.59pm Wednesday 13 May 2020.

The NZ BurgerFuel, Winner Winner & Shake Out stores

were completely closed during Alert Level 4, thus the

Group generated no royalty, advertising or sales income

during this period. The NZ stores reopened in Alert

Level 3 with limited services, providing click and collect,

kerbside pickup and delivery services in some stores. Alert

Level 2 allowed dine in service but had social distancing

restrictions and at Alert Level 1 the stores are operating as

normal.

While we know there will be significant impacts on the

broader New Zealand and global economy, and on our

business, there is currently a high level of uncertainty on

the scale of those impacts. In the face of this uncertainty,

investors and stakeholders should know that the Group is

focused on tight, disciplined governance and management

to ensure BFG comes through this crisis as strongly as

it possibly can. Management has determined that the

Group has sufficient available cash and cash equivalents

to maintain the application of the going concern basis

of accounting for the 12 months from the date of signing

these financial statements.

The implications of COVID-19 placed even greater

importance on cost management. Significant cost

reductions have been identified and BFG is committed to

delivering them in FY21.

Whilst we are expecting total system sales to be down

in FY21 it is too early to predict at what level. To date

most of the stores are trading better than first thought

with only the CBD stores taking longer to recover from

the lockdown period. Management puts this down to the

delays with office workers returning to the CBD’s.

Whilst the Group and franchised stores lost revenue during

the lockdown the Government wage subsidy and various

rent reductions assisted with cashflow thus there was no

impact on the Group’s receivables at year end.

The reduced revenue in FY20 and in FY21 due to COVID-19

did impact the impairment of goodwill calculation for

the Henderson and Takapuna stores. The revised sales

estimates did not result in a goodwill impairment.

There was no impact on the tax calculations due to

COVID-19.

3) Specific accounting policies

The following is a summary of specific accounting policies

adopted by the Group in the preparation of the financial

statements that materially affect the measurement

of financial performance, cash flows and the financial

position.

a) Basis of Consolidation

Subsidiaries

Subsidiaries are all entities over which the Group has

control. The Group controls an entity when the Group

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

its involvement with the entity and has the ability to

affect those returns through its power over the entity.

Subsidiaries are fully consolidated from the date on

which control is transferred to the Group. They are

deconsolidated from the date that control ceases.

Inter-company transactions, balances and gains or

losses on transactions between Group companies are

eliminated. Accounting policies of subsidiaries have

been changed where necessary to ensure consistency

with the policies adopted by the Group.

b) Revenue Recognition

Revenue arises mainly from the sale of food and

beverage products from our fast-casual stores that the

Group owns directly and from franchise and royalty

arrangements that it has in place with franchise holders

both in New Zealand and offshore.

To determine whether to recognise revenue, the Group

follows a 5-step process:

1. Identifying the contract with a customer

2. Identifying the performance obligations

3. Determining the transaction price

4. Allocating the transaction price to the performance

obligations

5. Recognising revenue when or as its performance

obligation(s) are satisfied.

Revenue is recognised either at a point in time or over

time, when (or as) the Group satisfies performance

obligations by transferring the promised goods or

services to its customers.

The transaction price for a contract excludes any

amounts collected on behalf of third parties.

The Group recognises contract liabilities for

consideration received in respect of unsatisfied

performance obligations and reports these amounts as

other liabilities in the statement of financial position.

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

27
BFG ANNUAL REPORT 2020

26

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

3) Specific accounting policies (continued)

Government grants are not recognised until there is

reasonable assurance that the Group will comply with

the conditions attaching to them and that the grants

will be received. Government grants are recognised in

profit or loss on a systematic basis over the periods

in which the Group recognises as expenses the

related costs for which the grants are intended to

compensate. Government grants that are receivable as

compensation for expenses or losses already incurred

or for the purpose of giving immediate financial

support to the Group with no future related costs are

recognised in profit or loss in the period in which they

become receivable.

Sale of goods

The Group is in the business of providing fast-casual

food solutions to its customers and franchisees.

Revenue from contracts with customers is recognised

when control of the goods is transferred to the

customer or franchisee at an amount that reflects

the consideration to which the Group expects to be

entitled in exchange for those goods or services.

The Group has concluded that it is the principal in its

revenue arrangements, because it controls the goods

or services before transferring them to the customer.

Management has determined the performance

obligation to deliver the food & proprietary products is

completed when control of goods passes to customer.

Revenue is recognised at this time.

Franchise fees

The Group recognises revenue derived from its

franchise operations in New Zealand, USA and the

Middle East on a straight-line basis over a period of

time that the franchise agreement is in place, which is

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

the performance obligation, the use of the intellectual

property, is satisfied. Payment is received upfront upon

signing the franchise contract.

The transaction price includes a variable price

consideration for the possible transfer of franchise

rights. This is unknown until and if the transaction is

completed. Given the high uncertainty of this transfer,

the transaction price for franchise contract is not

adjusted for these transferred franchise rights until the

Group is notified of the sale.

Royalties from Franchises and Master Licencing

Arrangements (MLAs)

The Group recognises revenue derived from its

Franchises and MLAs over time, based on sales that

are reported back to the Group on a monthly basis for

sales that occurred in that month. Payment is received

on a monthly basis.

The performance obligation, to provide access to

the brand intellectual property, is satisfied over time.

Royalty revenue is recognised as the underlying sales

take place, in accordance with sales-based royalties.

Training fees

The Group recognises revenue from training over time

as each 12-week training course is provided to the new

operators of franchises. Payment is received upfront

when the new operator signs a franchise agreement.

Advertising revenue

The Group recognises advertising revenue derived from

its Franchises and MLAs over time, based on sales that

are reported back to the Group on a monthly basis for

sales that occurred in that month. Payment is received

on a monthly basis.

The performance obligation, to provide access to the

brand intellectual property and advertising services, is

satisfied over time. Advertising revenue is recognised

as the underlying sales take place, in accordance with

sales-based royalties.

Property management fees

The Group recognises revenue from property

management services on a straight-line basis over 12

months. This reflects the period of time over which the

Group provides property management services to each

franchise.

Other revenue

Other revenue includes incentives, bonuses and

rebates received by the Group from its suppliers in

relation to volume of goods and services that have

been purchased by franchise holders. Rebate revenue

is recognised when the sale of the underlying asset

is completed. Other revenues are recognised when

reliable estimates of the amounts due to the Group are

deemed to be highly probable.

Significant financing components

Using the practical expedient in NZ IFRS 15, the Group

does not adjust the promised amount of consideration

for the effects of a significant financing component if

it expects, at contract inception, the period between

the transfer of the promised good or service to the

customer and when the customer pays for that good or

service will be one year or less.

FOR THE YEAR ENDED 31 MARCH 2020

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

3) Specific accounting policies (continued)

c) Accounts Receivable

Trade receivables and contract assets

The Group makes use of a simplified approach in

accounting for trade receivables as well as contract

assets and records the loss allowance as lifetime

expected credit losses. These are the expected

shortfalls in contractual cash flows, considering the

potential for default at any point during the life of the

financial instrument. In calculating, the Group uses its

historical experience, external indicators and forward-

looking information to calculate the expected credit

losses.

The Group assesses the impairment of all its trade

receivables on a specific as well as a collective basis in

order to determine the allowance for credit losses. The

Group recognizes lifetime expected credit losses for

the amount expected to result from default events over

the expected life of the financial asset.

Management has assessed the information available

and concluded that no provision for expected credit

losses was identified.

d) Inventories

Inventories are stated at the lower of cost and net

realisable value after due consideration for excess

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

out principle and includes expenditure incurred in

acquiring the inventories and bringing them to their

existing condition and location. Net realisable value

is the estimated selling price in the ordinary course of

business, less estimated selling expenses.

e) Financial Instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised

when the Group becomes a party to the contractual

provisions of the financial instrument.

Financial assets are derecognised when the contractual

rights to the cash flows from the financial assets expire,

or when the financial asset and substantially all the

risks and rewards are transferred. A financial liability

is derecognised when it is extinguished, discharged,

cancelled or expires.

Classification and initial measurement

of financial assets

Except for those trade receivables that do not contain

a significant financing component and are measured

at the transaction price in accordance with NZ IFRS 15,

all financial assets are initially measured at fair value

adjusted for transaction costs (where applicable).

Financial assets, other than those designated and

effective as hedging instruments, are classified into the

following categories:

• amortised cost

• fair value through profit or loss (FVTPL)

• fair value through other comprehensive income

(FVOCI).

The classification is determined by both:

• the entity’s business model for managing the

financial asset

• the contractual cash flow characteristics of the

financial asset.

All revenue and expenses relating to financial assets

that are recognised in profit or loss are presented

within finance costs, finance income or other financial

items, except for impairment of trade receivables

which is presented within impairment gains (losses) of

financial assets in profit or loss.

Subsequent measurement of financial assets

Financial assets at amortised cost

Financial assets are measured at amortised cost if

the assets meet the following conditions (and are not

designated as FVTPL):

• they are held within a business model whose

objective is to hold the financial assets and collect

its contractual cash flows

• the contractual terms of the financial assets give rise

to cash flows that are solely payments of principal

and interest on the principal amount outstanding.

After initial recognition, these are measured at

amortised cost using the effective interest method.

Discounting is omitted where the effect of discounting

is immaterial. The Group’s cash and cash equivalents,

trade and other receivables are classified at amortised

cost as the Group intends to hold them and collect

contractual cash flows.

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

29
BFG ANNUAL REPORT 2020

28

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

3) Specific accounting policies (continued)

Financial assets at fair value through profit or loss

(FVTPL)

Financial assets that are held within a different

business model than ‘hold to collect’ or ‘hold to collect

and sell’, and financial assets whose contractual

cash flows are not solely payments of principal and

interest are accounted for at FVTPL. This category

also contains any equity investment not designated

at FVOCI on initial recognition, but the Group did not

have any equity investments during the reporting

period ended 31 March 2020.

Assets in this category are measured at fair value

with gains or losses recognised in profit or loss. The

fair values of financial assets in this category are

determined by reference to active market transactions

or using a valuation technique where no active market

exists.

The Group had no financial assets measured at FVTPL.

Financial assets at fair value through other

comprehensive income (FVOCI)

On initial recognition, the Group may make an

irrevocable election (on an instrument by instrument

basis) to designate investments in equity instruments

as at FVTOCI. Designation at FVTOCI is not permitted

if the equity investment is held for trading or if it is

contingent consideration recognised by an acquirer in

a business combination.

A financial asset is held for trading if:

• it has been acquired principally for the purpose of

selling it in the near term; or

• on initial recognition it is part of a portfolio of

identified financial instruments that the Group

manages together and has evidence of a recent

actual pattern of short term profit taking; or

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

financial guarantee contract or a designated and

effective hedging instrument).

Investments in equity instruments at FVTOCI are

initially measured at fair value plus transaction costs.

Subsequently, they are measured at fair value with

gains and losses arising from changes in fair value

recognised in other comprehensive income and

accumulated in the investment’s revaluation reserve.

The cumulative gain or loss is not be reclassified to

profit or loss on disposal of the equity investments,

instead, it is transferred to retained earnings.

Dividends on these investments in equity instruments

are recognised in profit or loss in accordance with

IFRS 9, unless the dividends clearly represent a

recovery of part of the cost of the investment.

The Group has no financial assets measured at FVTOCI.

Impairment of financial assets

The Group recognises a loss allowance for expected

credit losses (ECL) on investments in financial assets

that are measured at amortised cost and contract

assets. The amount of expected credit losses is

updated at each reporting date to reflect changes in

credit risk since initial recognition of the respective

financial instrument.

The Group recognises lifetime ECL for trade

receivables and contract assets. The expected credit

losses on these financial assets are estimated using a

provision matrix based on the Group’s historical credit

loss experience, adjusted for factors that are specific

to the debtors, general economic conditions and an

assessment of both the current as well as the forecast

direction of conditions at the reporting date, including

time value of money where appropriate.

For all other financial instruments, the Group

recognises lifetime ECL when there has been

a significant increase in credit risk since initial

recognition. However, if the credit risk on the financial

instrument has not increased significantly since initial

recognition, the Group measures the loss allowance

for that financial instrument at an amount equal to 12

month ECL.

Lifetime ECL represents the expected credit losses

that will result from all possible default events over the

expected life of a financial instrument. In contrast, 12

month ECL represents the portion of lifetime ECL that

is expected to result from default events on a financial

instrument that are possible within 12 months after the

reporting date.

(i) Significant increase in credit risk

In assessing whether the credit risk on a financial

instrument has increased significantly since

initial recognition, the Group compares the risk

of a default occurring on the financial instrument

at the reporting date with the risk of a default

occurring on the financial instrument at the date of

initial recognition. In making this assessment, the

Group considers both quantitative and qualitative

information that is reasonable and supportable,

including historical experience and forward looking

information that is available without undue cost or

effort.

The nature of the Group’s trade receivables means

there is little or no updated credit risk information

FOR THE YEAR ENDED 31 MARCH 2020

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

3) Specific accounting policies (continued)

that is routinely obtained and monitored on an

individual instrument until a customer breaches the

contractual terms.

Irrespective of the outcome of the above assessment,

the Group presumes that the credit risk on a

financial asset has increased significantly since

initial recognition when contractual payments are

more than 30 days past due, unless the Group

has reasonable and supportable information that

demonstrates otherwise.

The Group regularly monitors the effectiveness of

the criteria used to identify whether there has been

a significant increase in credit risk and revises them

as appropriate to ensure that the criteria are capable

of identifying significant increase in credit risk before

the amount becomes past due.

(ii) Definition of default

The Group considers that default has occurred when

a financial asset is more than 90 days past due

unless the Group has reasonable and supportable

information to demonstrate that a more appropriate

default criterion is required.

(iii) Credit impaired financial assets

A financial asset is credit impaired when one or

more events that have a detrimental impact on the

estimated future cash flows of that financial asset

have occurred. Evidence that a financial asset is

credit impaired includes observable data about the

following events:

a. significant financial difficulty of the borrower;

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

due event (see (ii) above); and

c. it is becoming probable that the borrower

will enter bankruptcy or other financial

reorganisation.

(iv) Write off policy

The Group writes off a financial asset when there is

information indicating that the borrower is in severe

financial difficulty and there is no realistic prospect

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

under liquidation or has entered into bankruptcy

proceedings. Financial assets written off may still be

subject to enforcement activities under the Group’s

recovery procedures, taking into account legal

advice where appropriate. Any recoveries made are

recognised in profit or loss.

(v) Measurement and recognition of expected credit

losses

The measurement of expected credit losses is a

function of the probability of default, loss given

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

default) and the exposure at default. The assessment

of the probability of default and loss given default is

based on historical data adjusted by forward looking

information as described above.

As for the exposure at default, for financial assets,

this is represented by the assets’ gross carrying

amount at the reporting date.

For financial assets, the expected credit loss is

estimated as the difference between all contractual

cash flows that are due to the Group in accordance

with the contract and all the cash flows that the

Group expects to receive, discounted at the original

effective interest rate.

If the Group has measured the loss allowance for a

financial instrument at an amount equal to lifetime

ECL in the previous reporting period, but determines

at the current reporting date that the conditions for

lifetime ECL are no longer met, the Group measures

the loss allowance at an amount equal to 12 month

ECL at the current reporting date, except for assets

for which simplified approach was used.

The Group recognises an impairment gain or loss

in profit or loss for all financial instruments with a

corresponding adjustment to their carrying amount

through a loss allowance account.

Loans Receivable and Lease Receivable

at amortised cost

The Group records loans receivable for loans to

suppliers and employees as well as a lease receivable for

leases where the Group is a lessor. The Group records

these at amortised cost using the effective interest

method and assesses these receivables for impairment

under the expected credit loss model, using 12 months

expected losses. This is appropriate as management

have assessed each counterparty as having a low risk of

default and a strong capacity to meet their contractual

cash flow obligations in the near term.

Financial Liabilities

These amounts represent unsecured liabilities for

goods and services provided to the Group prior to

the end of the financial year which are unpaid. Other

financial liabilities are recognised initially at fair value

and subsequently measured at amortised cost using the

effective interest method. The Group’s other financial

liabilities are trade and other payables, and these are

usually paid within 30 days.

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

31
BFG ANNUAL REPORT 2020

30

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

3) Specific accounting policies (continued)

f) Share Capital

Ordinary Shares

Incremental costs directly attributable to the issue of

ordinary shares and share options are recognised as a

deduction from equity.

g) Finance Income and Expense

For all financial instruments measured at amortised

cost, interest income and expense is recorded at the

effective interest rate.

h) Property, Plant and Equipment

Recognition and Measurement

Items of property, plant and equipment are measured

at cost less accumulated depreciation and impairment

losses.

Cost includes expenditures that are directly attributable

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

constructed assets includes the cost of materials and

direct labour, any other costs directly attributable

to bringing the asset to a working condition for

its intended use, and the costs of dismantling and

removing the items and restoring the site on which they

are located. Purchased software that is integral to the

functionality of the related equipment is capitalised as

part of that equipment.

When parts of an item of property, plant and equipment

have different useful lives, they are accounted for as

separate items (major components) of property, plant

and equipment.

Subsequent Costs

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

and equipment is recognised in the carrying amount

of the item if it is probable that the future economic

benefits embodied within the part will flow to the

Group and its cost can be measured reliably. The costs

of the day-to-day servicing of property, plant and

equipment are recognised in profit and loss as incurred.

Property, plant and equipment are stated at cost less

accumulated depreciation. The following depreciation

rates have been used:

Motor Vehicles 24% - 40% diminishing value

Leasehold Improvements 10% - 40% diminishing value

Information Technology 20% - 75% diminishing value

Furniture & Fittings 10% - 67% diminishing value

Kitchen Equipment 8% - 67% diminishing value

Office Equipment 8% - 67% diminishing value

Where an asset is disposed of, the gain or loss

recognised in the Statement of Comprehensive Income

is calculated as the difference between the sale price

and the carrying amount of the asset.

i) Leased Assets

Operating Leases (2019)

Operating lease payments in FY19 are recognised as an

expense in the periods the amounts are payable in the

Statement of Comprehensive Income on a straight-line

basis.

IFRS 16 (2020)

As a lessee

For the year ended 31 March 2020, leases are presented

under NZ IFRS 16. At the commencement date of a

lease (other than leases of 12 months or less and leases

of low value assets), the Group recognises a right of use

asset, representing its right to use the underlying asset

and a lease liability, representing its obligation to make

lease payments to the lessor.

Initial measurement

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

assets (occupied leases) includes the initial

present value of the lease liability, the initial direct

costs, prepayments made to lessor, less any lease

incentives received from the lessor and restoration,

removal and dismantling costs. These amounts

are discounted using the interest rate implicit

in the lease, or, if the interest rate implicit in the

lease cannot be readily determined, the Group’s

incremental borrowing rate;

• Initial measurement of the lease liability (occupied)

reflects the present value of lease payments over

the term of the lease, including reasonably certain

renewals. The lease payments are discounted using

the interest rate implicit in the lease, or, if the

interest rate implicit in the lease cannot be readily

determined, Group’s incremental borrowing rate

Subsequent measurement:

• ROU asset: Carried at cost less depreciation,

calculated based on NZ IAS 16 ‘Property, plant

and equipment’, based on the lease term, and

impairment using NZ IAS 36 ‘Impairment of Assets’

• Lease liability: Accrete the liability based on the

effective interest method, using a discount rate

determined at lease commencement (as long as a

reassessment and a change in the discount rate have

not occurred) and reduce the liability by payments

made.

FOR THE YEAR ENDED 31 MARCH 2020

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

3) Specific accounting policies (continued)

As a lessor

When the Group is an intermediate lessor, it accounts

for its interests in the head lease and the sub-lease

separately. It assesses the lease classification of a

sub-lease with reference to the right-of-use asset

arising from the head lease, not with reference to the

underlying asset. If a lease transfers substantially all

of the risks and rewards incidental to the right-of-use

asset, it is treated as a finance lease

The Initial measurement of the present value of

the lease liability is offset with a lease receivable,

representing its right to receive lease payments from a

sublessee

Initial measurement

• Initial measurement of the lease receivable (non-

occupied leases) includes the initial present

value of the lease payments that are not paid at

the commencement date, discounted using the

interest rate implicit in the lease, or, if the interest

rate implicit in the sublease cannot be readily

determined, the discount rate used for the head

lease (adjusted for any initial direct costs associated

with the sublease); and

• Initial measurement of the lease liability (non-

occupied) reflects the present value of lease

payments over the term of the lease, including

reasonably certain renewals. The lease payments

are discounted using the interest rate implicit in

the lease, or, if the interest rate implicit in the lease

cannot be readily determined, Group’s incremental

borrowing rate

Subsequent measurement:

• Lease receivable: Accrete the receivable based on

the effective interest method, using a discount rate

determined at lease commencement (as long as

a reassessment and a change in the discount rate

have not occurred) and reduce the receivable by

payments made; and

• Lease liability: Accrete the liability based on the

effective interest method, using a discount rate

determined at lease commencement (as long as a

reassessment and a change in the discount rate have

not occurred) and reduce the liability by payments

made.

Variable lease payments, such as percentage rent

based on turnover, not included in the measurement

of lease liabilities are recognised as an expense when

incurred.

Leases of 12-months or less and leases

of low value assets

Lease payments made in relation to leases of

12-months or less and leases of low value assets (for

which a right of use asset and a lease liability has not

been recognised) are recognised as an expense on a

straight-line basis over the term of the lease.

j) Intangible Assets

The Group’s intangible assets have finite useful lives

with the exception of Goodwill and are stated at cost

less accumulated amortisation. The intangible assets

are amortised in the Statement of Comprehensive

Income on a straight line basis over the period during

which benefits are expected to be derived, which is

up to 10 years. Where there has been an impairment

in the value, the balance has been written off in the

Statement of Comprehensive Income.

Subsequent expenditure is capitalised only when it

increases the future economic benefits embodied

in the intangible asset to which it relates. All other

expenditure is recognised in the Statement of

Comprehensive Income when incurred.

As part of a business combination, an acquirer may

acquire a right that it had previously granted to

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

recognised or unrecognised assets. An example of

such rights include a right to use the acquirer’s trade

name under a franchise agreement. A reacquired right

is an identifiable intangible asset that the acquirer

recognises separately from goodwill. Reacquired rights

are initially valued at the present value of the expected

future cash flows, and subsequently amortised on

a straight-line basis over its useful life, being the

remaining contractual period without considering

contractual extension possibilities, but not exceeding

10 years.

k) Employee Benefits

Short-term Benefits

Short-term employee benefit obligations are measured

on an undiscounted basis and are expensed as the

related service is provided.

A provision is recognised for the amount expected to

be paid under short-term cash bonus or profit-sharing

plans if the Group has a present legal or constructive

obligation to pay this amount as a result of past service

provided by the employee and the obligation can be

estimated reliably.

The Group pays contributions to the Kiwisaver

superannuation plans. The Group has no further

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

33
BFG ANNUAL REPORT 2020

32

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

3) Specific accounting policies (continued)

payment obligations once the contributions have

been paid. The contributions are recognised as an

employee benefit expense when they are due. Prepaid

contributions are recognised as an asset to the

extent that a cash refund or a reduction in the future

payments is available.

l) Taxation

Income tax expense comprises current and deferred

tax. Current and deferred tax are recognised as an

expense or income in the profit or loss, except when

they relate to items that are recognised outside profit

or loss (whether in other comprehensive income

or directly in equity), in which case the tax is also

recognised outside profit or loss.

Current tax is the expected tax payable on the taxable

income for the year, using tax rates enacted or

substantively enacted at the reporting date, and any

adjustment to tax payable in respect of previous years.

Deferred tax is provided using the liability method,

providing for temporary differences between the

carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for taxation

purposes. Temporary differences are not provided for

the initial recognition of assets or liabilities that affect

neither accounting nor taxable profit.

The amount of deferred tax provided is based on the

expected manner of realisation or settlement of the

carrying amounts of assets and liabilities, using tax

rates enacted or substantively enacted at the balance

date. A deferred tax asset is recognised only to the

extent that it is probable that future taxable profits will

be available against which the asset can be utilised.

Deferred tax assets are reduced to the extent that it is

no longer probable that the related tax benefit will be

realised.

m) Goods and Services Tax (GST) &

Value Added Tax (VAT)

The Statement of Comprehensive Income and Cash

Flows has been prepared so that all components

are stated exclusive of GST and VAT. All items in the

Statement of Financial Position are stated net of

GST and VAT, with the exception of receivables and

payables, which include GST and VAT invoiced. The

operations of the Group comprise both exempt and

non-exempt supplies for GST and VAT purposes.

n) Foreign Currency

Foreign Currency Transactions

Transactions in foreign currencies are translated

into the functional currencies of the entities

within the Group at exchange rates at the date of

the transactions. Monetary assets and liabilities

denominated in foreign currencies at the reporting

date are retranslated to the functional currency at the

exchange rate at that date. The foreign currency gain

or loss on monetary items is the difference between

amortised cost in the functional currency at the

beginning of the period, adjusted for effective interest

and payments during the period, and the amortised

cost in foreign currency translated at the exchange rate

at the end of the period. Foreign currency differences

arising on retranslation are recognised in the profit or

loss.

Foreign Operations

The assets and liabilities of foreign operations are

translated to New Zealand dollars at exchange rates

at the reporting date. The revenue and expenses of

foreign operations are translated to New Zealand

dollars at the average exchange rates for the period

where this rate approximates the rate at the date of the

transaction.

Foreign currency differences are recognised in the

Foreign Currency Translation Reserve (FCTR). When

a foreign operation is disposed of, in part or in full,

the relevant amount in the FCTR is transferred to the

Statement of Comprehensive Income.

o) Statement of Cash Flows

Cash and cash equivalents comprise cash at bank

and call deposits. Investing activities comprise the

purchase and sale of fixed assets, acquisition of a

subsidiary and intangible assets along with any funding

made available or repaid from franchisees. Financing

activities comprise any changes in equity and debt and

the payment of dividends (if any). Operating activities

include all transactions and other events that are not

investing or financing activities.

p) Earnings and Net Tangible Assets Per Share

The Group presents basic and diluted Earnings Per

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

calculated by dividing the profit or loss attributable to

ordinary shareholders of the Group by the weighted

average number of shares outstanding during the year.

Diluted EPS is calculated by adjusting the profit or loss

FOR THE YEAR ENDED 31 MARCH 2020

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

3) Specific accounting policies (continued)

attributable to ordinary shareholders and the weighted

average number of ordinary shares outstanding for the

effects of all dilutive potential ordinary shares, which

includes share options granted to employees.

The Group also presents Net Tangible Assets Per Share

for its ordinary shares and it is calculated by dividing

the net tangible assets of the Group by the number of

shares outstanding at the end of the year.

q) Segment Reporting

Operating segments have been identified based on the

information provided to the chief operating decision

maker; being the Board of Directors.

The Group operates in four operating segments – these

consist of the following geographical locations, New

Zealand, Australia, United States of America and the

Middle East.

There have been no changes from prior years in the

measurement methods used to determine reported

segment profit or loss.

r) Goodwill

Goodwill represents the future economic benefits

arising from a business combination that are not

individually identified and separately recognised.

Goodwill is carried at cost less accumulated

impairment losses. Refer to Note 14.1 for a description

of impairment testing procedures.

s) Impairment Testing of Goodwill, Other Intangible

Assets and Non-financial Assets

For impairment assessment purposes, assets are

grouped at the lowest levels for which there are largely

independent cash inflows (cash-generating units).

As a result, some assets are tested individually for

impairment and some are tested at cash-generating

unit level. Goodwill is allocated to those cash-

generating units that are expected to benefit from

synergies of the related business combination and

represent the lowest level within the Group at which

management monitors goodwill.

Cash-generating units to which goodwill has been

allocated (determined by the Group’s management as

equivalent to its operating segments) are tested for

impairment at least annually. All other individual assets

or cash-generating units are tested for impairment

whenever events or changes in circumstances indicate

that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by

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

amount exceeds its recoverable amount, which is the

higher of fair value less costs to sell and value-in-use.

To determine the value-in-use, management estimates

expected future cash flows from each cash-generating

unit and determines a suitable interest rate in order to

calculate the present value of those cash flows.

The data used for impairment testing procedures are

directly linked to the Group’s latest approved budget,

adjusted as necessary to exclude the effects of future

reorganisations and asset enhancements. Discount

factors are determined individually for each cash-

generating unit and reflect management’s assessment

of respective risk profiles, such as market and asset-

specific risks factors.

The carrying amounts of the Group’s non-financial

assets, other than inventories and deferred tax assets

are reviewed at each reporting date to determine

whether there is any indication of impairment. If any

such indication exists then the asset’s recoverable

amount is estimated.

An impairment loss is recognised if the carrying

amount of an asset exceeds its recoverable amount.

Impairment losses are recognised in the Statement of

Comprehensive Income.

Impairment losses for cash-generating units reduce

first the carrying amount of any Goodwill allocated to

that cash-generating unit. Any remaining impairment

loss is charged pro rata to the other assets in the

cash-generating unit. With the exception of Goodwill,

all assets are subsequently reassessed for indications

that an impairment loss previously recognised may no

longer exist. An impairment charge is reversed if the

cash-generating unit’s recoverable amount exceeds its

carrying amount.

4) New standards adopted

NZ IFRS 16 – Leases

NZ IFRS 16 sets out the principles for the recognition,

measurement, presentation and disclosure of leases.

NZ IFRS 16 replaces NZ IAS 17 Leases. It provides

improved transparency and comparability of the

Group’s lease assets and lease liabilities for investors

and other users of general purpose financial statements

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

entities, and is effective for annual periods beginning

on or after 1 January 2019.

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

35
BFG ANNUAL REPORT 2020

34

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

4) New standards adopted (continued)

The Standard eliminates the classification of leases as

either operating leases or finance leases. Instead, there

is a single lessee model which requires a lessee to

recognise on its statement of financial position assets

and liabilities for all leases with a term of more than 12

months, unless the underlying asset is of low value.

NZ IFRS 16 significantly impacts the Group’s Statement

of Financial Position as they hold the head leases on

most of the New Zealand franchised stores and all of

the company owned stores. In addition to the head

office, company owned stores & warehouse leases, the

Group at 31 March 2020 holds the head leases on 53

franchised Burger Fuel stores in New Zealand.

The Group has elected to apply the following practical

expedients to the measurement of right-of-use

assets and lease liabilities in relation to those leases

previously classified as operating leases under the

predecessor standard:

• Applied a single discount rate to a portfolio of

leases with reasonably similar characteristics.

• Relied on previous assessments of whether

leases are onerous applying NZ IAS 37 Provisions,

Contingent Liabilities and Contingent Assets

immediately before the date of initial application as

an alternative to performing an impairment review.

• Applied the exemption to not recognise right-of-use

assets and liabilities of leases with remaining lease

term of 12 months or less.

• Applied the exemption to not recognise right-of-

use assets and liabilities of leases for which the

underlying assets are of low value.

• Excluded initial direct costs from measuring the

right-of-use asset at the date of initial application.

• Used hindsight, such as in determining the lease

term for contracts that contain options to extend or

terminate a lease.

The Group has elected to apply the modified

retrospective approach to the adoption of NZ IFRS 16.

Under this approach the right-of-use assets (and lease

receivable) are measured as an amount equal to the

lease liability, adjusted by the amount of any prepaid

or accrued lease payments. Accordingly, comparative

financial information presented in these financial

statements has not been restated and continues to be

reported under NZ IAS 17.

Upon adoption, the Group has written off the lease

incentive liability to the opening retained earnings.

This resulted in an adjustment of $56,000 to opening

retained earnings.

The BFG occupied leases

The Group recognised $7.1M right of use asset and

an offsetting lease liability as at 1 April 2019 for the

current occupied leases. This led to the recognition

of a deferred tax asset of $2.0M and a corresponding

deferred tax liability of $2.0M. The weighted average

incremental borrowing rate applied in the calculation

of the initial carrying amount of the lease liability was

6.3%. These current occupied leases are amortised

to the Statement of Comprehensive Income over the

expected lease term of the underlying right of use

assets as depreciation expense.

The BFG non- occupied leases

Previously, the Group classified all its subleases as

operating leases under NZ IAS 17. On transition to NZ

IFRS 16, these leases were reassessed and classified

as finance leases, since the subleases were for the

whole of the remaining terms of the head leases. These

subleases have been accounted for as new finance

leases entered into at the date of initial application.

At transition, the right-of-use assets recognised from

the head leases were disposed by entering into finance

leases. Since the interest rate implicit in the subleases

cannot be readily determined, the discount rates

used for the head leases were used for measuring the

finance lease receivables associated with the subleases.

Since the sublease contracts are further like-for-like

when compared to the head lease (e.g. same duration

and payments), no gain or loss was recognised

on the disposal of the right-of-use assets and the

initial recognition of the finance lease receivables.

Subsequently, the interest income from the subleases

is further equal to the interest expense incurred on the

related head leases.

The Group recognised $23.3M lease receivable

and offsetting lease liability as at 1 April 2019 for

the non-occupied leases that have been sub-let to

the franchisees on the same terms. This led to the

recognition of a deferred tax asset of $6.5M and a

corresponding deferred tax liability of $6.5M. As the

deferred tax asset and deferred tax liability arise in the

same tax jurisdiction, the entity has offset the asset

and liability and therefore no deferred tax recognised

on the non-occupied leases. The weighted average

incremental borrowing rate applied in the calculation

of the initial carrying amount of the lease liability was

6.3%. These non-occupied leases are recognised in

the Statement of Comprehensive Income as interest

income & interest expense over the term of the lease.

FOR THE YEAR ENDED 31 MARCH 2020

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

5) Revenue

20202019

$$

Sale of Goods8,413,4918,687,830

Franchising Fees375,854361,480

Training Fees110,00030,000

Royalties5,684,2255,938,200

Advertising Fees3,725,1683,854,686

Property Management Fees53,00055,000

Gain on Sale of Fixed Assets 11,2507,576

Foreign Exchange Gains / (Losses) 142,89240,791

Other Income1,829,8561,924,352

20,345,73620,899,915

4) New standards adopted (continued)

This expense was $1.4M in FY20 but is negated with a lease interest income in the financial statements to recognise

the fact that the leased premises have been fully sub-let to the franchisees.

The right of use asset, lease receivable & lease liability amount is calculated to the lease expiry together with periods

covered by an option to extend, if the Group is reasonably certain to exercise that option. The Group’s operating

lease commitments are set out in Note 20.

The adoption of NZ IFRS 16 resulted in a reduction of rent expense in the Statement of Comprehensive Income of

$841K (2019: $760K if reporting under IFRS 16).

For more detailed information on the Group’s lease commitments please see Note 20.

Reconciliation

OccupiedNon-occupiedTotal

31 March 2019 lease commitments

(including limited liability clauses)2,534,6925,268,4427,803,134

Adjustment to full lease term

(excluding limited liability clauses)7,601,75428,910,66936,512,423

Impact of discounting to present value at

1 April 2019(3,040,888)(10,877,540)(13,918,428)

Carrying amount of lease liability at 1 April 20197,095,55823,301,57130,397,129

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

37
BFG ANNUAL REPORT 2020

36

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

6) Expenses

20202019

$$

Operating expenses include:

Cost of Sales3,271,3303,690,870

Rental and Operating Lease Costs-760,285

Loss on Disposal of Property, Plant and Equipment7,32773,477

Directors’ Fees (refer Note 25)120,000120,000

Wages and Salaries4,771,3954,931,872

Contributions to a defined contribution plan153,545159,275

Key management personnel costs: (refer Note 25)

- Salary and other short-term benefits2,216,8162,436,216

Auditors’ remuneration – Audit Services – Baker Tilly Staples

Rodway:

- Audit of Financial Statements

104,95088,721

- Tax and other compliance services21,47535,766

Other Operating Expenses 3,056,8263,031,875

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

Write-off of loan – Shake Out Browns Bay, Auckland133,333-

Write-off of obsolete kitchen Equipment & stock (refer Note 10)89,862-

Advertising Expenditure4,026,5723,112,323

17,973,43118,408,971

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

the executive team.

FOR THE YEAR ENDED 31 MARCH 2020

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

7) Income tax

20202019

$$

Taxation expense is represented by:

Current Tax191,040652,366

Deferred Tax26,855(32,928)

217,895619,438

Profit / (Loss) before income tax expense723,3731,855,779

Timing differences & non-deductible expenses:

50% entertainment48,10250,896

Non-deductible expenditure224,779189,955

Depreciation & Amortisation20,10333,832

IFRS 15 Adjustment(41,429)24,854

IFRS 16 Adjustment231,346-

Accruals(122,902)34,763

Prepayments3,701(18,854)

Make good provision1,1501,200

Holiday pay not paid out within 63 days(30,735)114,660

Provision for Doubtful Debts(218,291)(31,709)

Other 85,152-

200,976399,597

Taxable Profit / (Loss)924,3492,255,376

Profit / (Loss) made by Australian and US Entities-(103,354)

Non-taxable Middle East Income(6,053)(14,984)

Tax Losses utilised(402,740)-

Net Taxable Profit515,5562,137,038

Taxation at the company’s effective tax rate144,356598,371

Deferred tax movement P&L26,855(32,928)

Under Provision of Prior Period46,68453,995

Total income tax expense per statement of comprehensive income217,895619,438

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

39
BFG ANNUAL REPORT 2020

38

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

7) Income tax (continued)

20202019

Reconciliation of deferred tax asset:$$

Deferred tax on temporary differences

Opening balance 715,959188,180

Over provision of prior period12,105(51,244)

Opening IFRS 15 adjustment-560,707

Brand Asset-(26,133)

Provision for employee benefits(8,354)32,105

Provisions for make good322336

Allowance for impaired assets(61,121)(8,879)

Depreciation4,7679,473

Accruals(28,787)9,734

Deferred revenue(11,600)6,959

Impact of IFRS1664,777-

Prepayments1,036(5,279)

689,104715,959

Opening Balance715,959188,180

Charged to profit or loss(38,960)18,316

Opening adjustment to retained earnings for IFRS 15-560,707

Over provision of prior period12,105(51,244)

Closing Balance689,104715,959

The Group has $3,630,030 of unrecognised losses to be carried forward (2019: $3,627,539). The potential benefit

of these losses is $938,891 (2019: $952,832) which has not been recognised in the financial statements. The losses

carried forward relate to the Australian and US operations.

The Group has recognised a deferred tax asset of $689,104 (2019: $715,959) with respect to other temporary

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

be utilised.

The weighted average tax rate of the Group is effectively 28% based on earnings in NZ, USA and Australia (2019: 28%

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

USA and Australia, in which the Group earns taxable income

FOR THE YEAR ENDED 31 MARCH 2020

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

20202019

$$

Opening balance1,463,244641,321

Add

Provisional tax paid413,315798,995

Terminal tax paid--

Resident withholding tax17,41922,928

430,734821,923

Deduct

Income tax refund received--

--

Closing balance1,893,9781,463,244

9) Trade and other receivables

20202019

$$

Trade receivables2,158,9802,235,509

Allowance for impaired assets-(218,291)

2,158,9802,017,218

Trade receivables – USA licence261,000261,000

Trade receivables – USA store sale609,000609,000

Prepayments112,472104,997

Sundry receivables47,88229,019

3,189,3343,021,234

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

Dirhams and they comprise 57.9% of the trade receivables (2019: 48.1%). The total receivables impaired for the 2020

financial year are Nil (2019: $218,291).

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

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

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

calculated loss rates are nil.

The Burger Fuel USA licence agreement was sold to the founding director Christopher Mason for NZD$261,000. This

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

Group’s US subsidiary company BF Indiana Two LLC for NZD$609,000. As at 31 March 2020 the $261,000 licence

fee, $609,000 sale proceeds and a $329,391 management fee were still outstanding and are past due (2019: $261,000

licence fee, $609,000 sale proceeds and a $237,307 management fee outstanding). These amounts were payable within

24 months of the transaction date and are secured over Chris Mason’s BFG shares. Interest of 3.75% is payable on the

outstanding balance.

8) Imputation credits

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

41
BFG ANNUAL REPORT 2020

40

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

Impairment provision movement:

20202019

$$

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

Provision Utilised218,291-

Provision Reversed-99,902

Additional Provisions-(68,193)

Closing Balance-(218,291)

10) Inventories

20202019

$$

Ingredients123,791170,846

Finished Goods441,426450,772

Total Inventory565,217621,618

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

the year ended 31 March 2020, $49,537 of obsolete kitchen equipment, signs and licences were written off. $16,500

of sauces were written off and $23,825 of sauces held by our distributor were provisioned for due to the COVID-19

lockdown (level 4) ($40,325 in total) (2019: Nil).

9) Trade and other receivables (continued)

FOR THE YEAR ENDED 31 MARCH 2020

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

11) Property, plant & equipment

2020

Motor

vehicles

Office

equipment

Furniture &

fittingsIT

$$$$

Cost

Balance 1 April 2019959,156109,1001,318,4491,449,437

Opening balance adjustment/disposal *(217,887)(30,039)(283,017)(433,347)

Additions--31,861109,783

Disposals(35,143)(1,331)(6,076)(20,539)

Cost at 31 March 2020706,12677,7301,061,2171,105,334

Depreciation and impairment losses

Balance 1 April 2019805,39581,123850,0651,159,303

Opening balance adjustment/disposal *(223,268)(30,059)(265,643)(443,607)

Disposals(32,965)(1,230)(3,269)(16,553)

Depreciation for the year47,5844,665105,176173,881

Foreign exchange impact(868)--(118)

Balance 31 March 2020595,87854,499686,329872,906

Net Book Value

Balance 1 April 2019153,76127,977468,384290,134

Opening balance adjustment/disposal *5,38120(17,374)10,260

Depreciation for the year(47,584)(4,665)(105,176)(173,881)

Additions--31,861109,783

Disposals(2,178)(101)(2,807)(3,986)

Foreign exchange impact868--118

Net Book Value at 31 March 2020110,24823,231374,888232,428

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

43
BFG ANNUAL REPORT 2020

42

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

2020

Kitchen

equipment

Leasehold

improvementsTotal

$$$

Cost

Balance 1 April 2019862,0261,949,9876,648,155

Opening balance adjustment/disposal *(85,643)(10,650)(1,060,583)

Additions294,46676,349512,459

Disposals(46,671)-(109,760)

Cost at 31 March 20201,024,1782,015,6865,990,271

Depreciation and impairment losses

Balance 1 April 2019408,166805,4014,109,453

Opening balance adjustment/disposal *(80,397)(17,609)(1,060,583)

Disposals(11,378)-(65,395)

Depreciation for the year92,955121,504545,765

Foreign exchange impact--(986)

Balance 31 March 2020409,346909,2963,528,254

-

Net Book Value453,860

Balance 1 April 2019453,8601,144,5862,538,702

Opening balance adjustment/disposa *(5,246)6,959-

Depreciation for the year(92,955)(121,504)(545,765)

Additions294,46676,349512,459

Disposals(35,293)-(44,365)

Foreign exchange impact--986

Net Book Value at 31 March 2020614,8321,106,3902,462,017

11) Property, plant & equipment (continued)

* Elimination of fully written down assets no longer being used by the Group

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

2019

Motor

vehicles

Office

equipment

Furniture &

fittingsIT

$$$$

Cost

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

Additions28,660735123,060226,478

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

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

Depreciation and impairment losses

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

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

Foreign exchange impact(691)--(122)

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

Net Book Value

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

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

Additions28,660735123,060226,478

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

Foreign exchange impact691--122

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

11) Property, plant & equipment (continued)

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

45
BFG ANNUAL REPORT 2020

44

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

11) Property, plant & equipment (continued)

2019

Kitchen

equipment

Leasehold

improvementsTotal

$$$

Cost

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

Additions214,476277,390870,799

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

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

Depreciation and impairment losses

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

Depreciation for the year78,853111,518577,343

Foreign exchange impact--(813)

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

-

Net Book Value453,860

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

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

Additions214,476277,390870,799

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

Foreign exchange impact--813

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

The gain on sale recorded in the Statement of Comprehensive Income was $11,250 (2019: $7,576), relating to the sale of

two motor vehicles and kitchen equipment.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

Subsidiary CompaniesCountry of IncorporationInterest Held 2020Interest Held 2019

BF Lease Company LimitedNew Zealand100%100%

BF Lease Company No 1 LimitedNew Zealand100%100%

BF Lease Company No 2 LimitedNew Zealand100%100%

BF Lease Company No 3 LimitedNew Zealand100%100%

BF Lease Company No 4 LimitedNew Zealand100%100%

BF Lease Company No 5 LimitedNew Zealand100%100%

BF Lease Company No 6 LimitedNew Zealand100%100%

BF Lease Company No 7 LimitedNew Zealand100%100%

BF Lease Company No 8 LimitedNew Zealand100%100%

BF Lease Company No 9 LimitedNew Zealand100%100%

BF Lease Company No 10 LimitedNew Zealand100%100%

BF Lease Company No 11 LimitedNew Zealand100%100%

BF Lease Company No 12 LimitedNew Zealand100%100%

BF Lease Company No 13 LimitedNew Zealand100%100%

BF Lease Company No 14 LimitedNew Zealand100%100%

BF Lease Company No 15 LimitedNew Zealand100%100%

BF Lease Company No 16 LimitedNew Zealand100%100%

BF Lease Company No 17 LimitedNew Zealand100%100%

BF Lease Company No 18 LimitedNew Zealand100%100%

BF Lease Company No 19 LimitedNew Zealand100%100%

BF Lease Company No 20 LimitedNew Zealand100%100%

BF Lease Company No 21 LimitedNew Zealand100%100%

BF Lease Company No 22 LimitedNew Zealand100%100%

BF Lease Company No 23 LimitedNew Zealand100%100%

BF Lease Company No 24 LimitedNew Zealand100%100%

BF Lease Company No 25 LimitedNew Zealand100%100%

BF Lease Company No 26 LimitedNew Zealand100%100%

BF Lease Company No 27 LimitedNew Zealand100%100%

BF Lease Company No 28 LimitedNew Zealand100%100%

BF Lease Company No 29 LimitedNew Zealand100%100%

BF Lease Company No 30 LimitedNew Zealand100%100%

BF Lease Company No 31 LimitedNew Zealand100%100%

BF Lease Company No 32 LimitedNew Zealand100%100%

BF Lease Company No 33 LimitedNew Zealand100%100%

12) Investment in subsidiaries

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

All subsidiaries have a 31 March balance date.

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

47
BFG ANNUAL REPORT 2020

46

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

Subsidiary CompaniesCountry of IncorporationInterest Held 2020Interest Held 2019

BF Lease Company No 34 LimitedNew Zealand100%100%

BF Lease Company No 35 LimitedNew Zealand100%100%

BF Lease Company No 36 LimitedNew Zealand100%100%

BF Lease Company No 37 LimitedNew Zealand100%100%

BF Lease Company No 38 LimitedNew Zealand100%100%

BF Lease Company No 39 LimitedNew Zealand100%100%

BF Lease Company No 40 LimitedNew Zealand100%100%

BF Lease Company No 41 LimitedNew Zealand100%100%

BF Lease Company No 42 LimitedNew Zealand100%100%

BF Lease Company No 43 LimitedNew Zealand100%100%

BF Lease Company No 44 LimitedNew Zealand100%100%

BF Lease Company No 45 LimitedNew Zealand100%100%

BF Lease Company No 46 LimitedNew Zealand100%100%

BF Lease Company No 47 LimitedNew Zealand100%100%

BF Lease Company No 48 LimitedNew Zealand100%100%

Burger Fuel Group Lease Limited

(formally BF Lease Company No 49 Limited)New Zealand100%100%

Burger Fuel Worldwide Limited

(formally BF Lease Company No 50 Limited)New Zealand100%100%

Burger Fuel (Dubai) NZ LimitedNew Zealand100%100%

Burger Fuel (ME) DMCCDubai100%100%

Burger Fuel International LimitedNew Zealand100%100%

Burger Fuel (Australia) Pty LimitedNew Zealand100%100%

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

Burger Fuel International Management

LimitedNew Zealand100%100%

Burger Fuel LimitedNew Zealand100%100%

BurgerFuel Henderson LimitedNew Zealand100%100%

Burger Fuel Takapuna LimitedNew Zealand100%100%

Winner Winner LimitedNew Zealand100%100%

Shake Out LimitedNew Zealand100%100%

Concept Brands LimitedNew Zealand100%100%

Shake Out Newmarket LimitedNew Zealand100%-

Shake Out Container LimitedNew Zealand100%-

Burger Fuel Pty Limited Australia100%100%

Burger Fuel Australia Pty LimitedAustralia100%100%

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

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

FOR THE YEAR ENDED 31 MARCH 2020

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

The principal activities of the subsidiaries are:

Burger Fuel Limited – Franchise systems – gourmet burger restaurants.

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

Franchise Agreements.

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

Master Franchise Agreements.

Burger Fuel (Australia) Pty Limited – Non trading.

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

Burger Fuel Australia Pty Limited – Non trading.

Burger Fuel Pty Limited – Administration.

Burger Fuel (ME) DMCC – Dubai based trading company.

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

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

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

Burger Fuel (USA) Inc. – Non trading.

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

Winner Winner Limited – Non trading.

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

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

Shake Out Newmarket Limited – Non trading.

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

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

12) Investment in subsidiaries (Continued)

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

49
BFG ANNUAL REPORT 2020

48

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

20202019

$$

Loans to Third Parties

Advance to Supplier157,606157,606

Advance to Franchisee150,000-

Advances to staff85913,294

308,465170,900

Total Loans308,465170,900

Current174,325170,900

Non-current134,140-

308,465170,900


Advances to suppliers and staff

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

interest bearing at 3% (2019: 3%), secured over the uniform inventory and is repayable on demand.

The advance to a franchisee is to assist with developing the new Shake Out brand. The loan is interest bearing at 5.7%.

One advance to staff has been made during the year that is unsecured, non-interest bearing and payable in regular

instalments.

These advances have been assessed by management and there is no impairment or expected credit losses.

13) Loans

FOR THE YEAR ENDED 31 MARCH 2020

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

2020Key

Money

Brand

AssetsGoodwill

Reacquired

Rights

Domain

NamePatent

Trade

MarksTotal

$$$$$$$$

Cost

Balance 1 April 201990,000221,3331,639,279250,76075,71336,5861,008,3153,321,986

Disposals/adjustment*(67,500)---(75,713)(19,223)(260,428)(422,864)

Acquisitions-----53320,97421,507

Balance at 31 March 202022,500221,3331,639,279250,760-17,896768,8612,920,629

Amortisation

Balance 1 April 201989,61216,556-55,72474,75026,983513,573777,198

Disposals/adjustment*(67,500)---(74,750)(20,777)(258,071)(421,098)

Current year

amortisation38819,141-27,862-2,96192,732143,084

Balance 31 March 202022,50035,697-83,586-9,167348,234499,184


Net Book Value

Balance 1 April 2019388204,7771,639,279195,0369639,603494,7422,544,788

Disposals/adjustment*----(963)1,554(2,357)(1,766)

Additions-----53320,97421,507

Amortisation(388)(19,141)-(27,862)-(2,961)(92,732)(143,084)

Net Book Value at 31

March 2020-185,6361,639,279167,174-8,729420,6272,421,445

14) Intangible assets

* Elimination of fully written down intangible assets no longer being used by the Group

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

51
BFG ANNUAL REPORT 2020

50

2019Key

Money

Brand

AssetsGoodwill

Reacquired

Rights

Domain

NamePatent

Trade

MarksTotal

$$$$$$$$

Cost

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

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

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

Amortisation

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

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

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


Net Book Value

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

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

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

Net Book Value at 31

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

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

years.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

14.1) Impairment testing

Impairment

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

testing results, no impairment loss on Goodwill is recorded in the 2020 financial year (2019: Nil). In assessing

impairment, management estimates the recoverable amount of each asset or cash-generating unit based on

expected future cash flows and uses an interest rate to discount to present values. Estimation uncertainty relates to

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

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

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

14) Intangible assets (continued)

FOR THE YEAR ENDED 31 MARCH 2020

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

20202019

$$

New Zealand Retail – Henderson Store701,427701,427

New Zealand Retail – Takapuna Store937,852937,852

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

Growth RatesDiscount Rates

2020201920202019

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

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

14.2) Growth rates

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

publicly available). The Group is expecting the growth rates to be down (7% - 10%) in FY21 for the Henderson and

Takapuna store but expect FY22 to be back at pre COVID-19 levels, thus up (7% - 10%).

14.3) Discount rates

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

14.4) Cash flow assumptions

Management’s key assumptions include uncertain profit margins due to the COVID-19 pandemic. The Group had

reduced royalty and sales income in March 2020 and early FY21 due to store closures in Alert level 4 (refer note 29).

The Group’s management believes that while they expect FY21 sales to be down on FY20, reduced overheads and

government assistance through the wage subsidy will partially offset this lost revenue. Cash flow projections reflect

this uncertainty and will be updated as the economic outlook becomes more certain.

The forecasts assume that New Zealand will remain at Alert Level 1 or lower and no further restrictions are placed on

the business operations during the forecast period.

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

units and have concluded that there has been no indication of impairment loss in Goodwill value. Management will

monitor closely the same store sales during FY21, as the economic impacts of COVID-19 develop, and will update the

impairment calculations accordingly.

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

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

using the growth rates determined by management.

Management assessed the impact of reduced economic activity and lower revenues due to the COVID-19 pandemic

on the valuation of the Group’s financial and non-financial assets (i.e. impairment assessment of cash generating

units). As a result of the ongoing COVID-19 pandemic, the Group’s impairment assessments as at reporting date took

into account the temporary cessation of operations, expected decline in demand and profitability.

The Group has prepared revised cash flow forecasts for the purposes of the Group’s annual impairment testing of

goodwill and brand. This assessment has confirmed the carrying value of goodwill and brand assets as at 31 March

2020

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

14) Intangible assets (continued)

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

53
BFG ANNUAL REPORT 2020

52

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

20202019

$$

Trade payables639,1031,190,185

COVID-19 Wage subsidy received488,887-

Payroll liabilities34,6476,304

GST payable191,586197,134

Accrued expenses116,726104,826

1,470,9491,489,449

Payables denominated in currencies other than the presentation currency comprise 0.03% of the trade payables

(2019: 0.5%).

Current Contract Liability 412,620263,215

Non-Current Contract Liability 1,625,9981,751,831

2,038,6182,015,046

Contract LiabilityFranchise Fees MLA Total

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

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

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

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

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

Franchise fees booked to Balance Sheet in FY20235,000-235,000

Revenue recognised – Franchise fees(216,808)(59,620)(276,428)

Historic royalties invoiced65,000-65,000

Balance 31 March 20201,295,742742,8762,038,618

The contract liability represents the remaining balance of franchise and MLA fees spread over the life of the

agreement which is typically 10 & 20 years in length, respectively.

15) Trade and other payables and contract liabilities

FOR THE YEAR ENDED 31 MARCH 2020

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

20202019

$$

Store Closure Provision

Opening balance38,05036,850

Provisions made during the year1,1501,200

Provisions used during the year--

39,20038,050

Holiday Pay Provision

Opening balance414,631298,405

Provisions made during the year440,586464,375

Provisions used during the year(418,761)(348,149)

436,456414,631

Total Provisions475,656452,681

Current436,456414,631

Non-current 39,20038,050

Total Provisions475,656452,681

Store Closure Provision

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

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

Holiday Pay Provision

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

part of their employment, which is accrued throughout the year.

17) Cash and cash equivalents

20202019

$$

Cash at bank3,373,4003,344,795

Cash on deposit2,196,7672,158,678

5,570,1675,503,473

At balance date there is $20,000 (2019: $20,000) in restricted cash for bonds issued to the NZX.

Refer note 23 for further information.

16) Provisions

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

55
BFG ANNUAL REPORT 2020

54

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

Number of SharesShare Capital

2020201920202019

$$

Opening ordinary shares on issue 54,383,14259,633,55013,864,06615,811,011

Share buyback and cancellation(712,947)(5,250,408)(269,241)(1,946,945)

Authorised & issued ordinary shares on issue at 31 March53,670,19554,383,14213,594,82513,864,066

Burger Fuel Group Limited was listed on the New Zealand Alternative Stock Exchange (NZAX) on the 27 July 2007.

The Group migrated to the main board (NZX) on the 1st July 2019. The Company has 53,670,195 (2019: 54,383,142)

authorised and fully paid ordinary shares on issue. All shares have equal voting rights and share equally in dividends

and any surplus on winding up. The shares have no par value.

Previously recognised IPO capital costs were offset against Contributed Equity in 2020.

No Dividends were paid in the 2020 financial year (2019: NIL).

712,947 BFG Shares were purchased (and cancelled) from Franchise Brands LLC during the FY20 financial year.

This was settled on 28 April 2019. 5,250,408 shares were issued or cancelled during the 2019 financial year in four

separate tranches.

19) Retained Earnings

Due to the introduction of IFRS16 on the 1st January 2019, the Group had to reclass a fitout contribution to

opening retained earnings. This was previously to be realised over the life of the lease and had $56,000 remaining

as at 1 April 2019.

20202019

$$

Retained Earnings / (Accumulated Losses)

Closing Balance 31 March(2,541,498)(2,336,651)

Effect of changes in accounting policies resulting from the

adoption of IFRS16 56,000-

Effect of changes in accounting policies resulting from the

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

Opening Balance 1 April(2,485,498)(3,777,839)

Net surplus / (Deficit) for the year505,4781,236,341

Closing Balance(1,980,020)(2,541,498)

18) Contributed equity

FOR THE YEAR ENDED 31 MARCH 2020

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

NZ IFRS 16 significantly impacts the Group’s Statement of Financial Position as they hold the head leases on most

of the New Zealand franchised stores and all of the company owned stores. In addition to the head office company

owned stores & warehouse leases (Occupied leases), the Group at 31 March 2020 holds the head leases on 53

franchised Burger Fuel stores in New Zealand (Non-occupied leases). These have been sublet to the franchisees on

the same terms and conditions as the head leases. These are considered finance leases and the net investment in the

lease is recorded as a receivable. Expected credit losses have been reviewed and no impairments noted.

The following table shows the impact on the financial statement line items as a result of the adoption of IFRS 16:

Non-OccupiedOccupiedTotal

Right of Use Assets

Opening balance---

Adoption of NZ IFRS 16-7,095,5587,095,558

Remeasurements of ROU assets-1,362,7781,362,778

Depreciation-(630,329)(630,329)

Right of use Asset as at 31 March 2020-7,828,0077,828,007

Lease Receivable

Opening balance---

Adoption of NZ IFRS 1623,301,571-23,301,571

Remeasurements of existing lease receivables899,276-899,276

Interest income1,410,421-1,410,421

Rent payments(2,854,118)-(2,854,118)

Lease Receivable as at 31 March 202022,757,150-22,757,150

Current1,518,310-1,518,310

Non-current21,238,840-21,238,840

Lease Receivable as at 31 March 202022,757,150-22,757,150

20) Right of use assets, lease receivable and lease liabilities

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2020
56

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

Non-OccupiedOccupiedTotal

Lease Liability

Opening balance---

Adoption of NZ IFRS 16(23,301,571)(7,095,558)(30,397,129)

Remeasurements of existing lease liabilities(899,276)(1,362,778)(2,262,054)

Interest(1,410,421)(442,632)(1,853,053)

Rent payments2,854,118841,6153,695,733

Lease Liability as at 31 March 2020(22,757,150)(8,059,353)(30,816,503)

Maturity analysis – undiscounted

Less than one year2,869,658875,6783,745,336

Between one and five years11,239,8923,498,34814,738,240

More than five years18,576,7337,194,22725,770,960

31 March 202032,686,28311,568,25344,254,536

Maturity analysis – discounted

Less than one year1,518,310423,5381,941,848

Between one and five years6,829,9821,959,9028,789,884

More than five years14,408,8585,675,91320,084,771

31 March 202022,757,1508,059,35330,816,503

Current1,518,310423,5381,941,848

Non-current21,238,8407,635,81528,874,655

Lease Liability as at 31 March 202022,757,1508,059,35330,816,503

20) Right of use assets, lease receivable and lease liabilities (continued)

57

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

20) Right of use assets, lease receivable and lease liabilities (continued)

The cash impact of the occupied leases (rent) in 2020 is $841,615 (2019: $760,285). This increase is due to the new

Shake Out Smales Farm lease (November 2018) and other rent increases on existing sites.

The total impact to the Statement of Consolidated Statement of Comprehensive Income with the introduction of

IFSR16 is $231,346.

The group has 4 stores that have variable lease payments based on sales turnover that are not included in the

measurement for lease liability above. This was $7,257 in 2020 (2019: $18,550)

Lease Commitments

The lease liability under IFRS 16 takes the lease term to its expiry as it is Management’s intention to use the asset’s

to date of final expiry. The actual legal commitment as per the legal obligations of the lease is $9,130,493 (2019:

$7,803,133). This reduction in lease obligation is due to renewal terms in the lease agreement and limited liability

clauses.

The Group holds the head lease over 57 of 62 sites in NZ. The lease on the franchised sites are then licensed to its

franchisees under the same terms and conditions. At balance date, the current annual rent expense of leases under

this arrangement including occupied leases, was $3,695,734 (2019: $3,654,182).

Non-OccupiedOccupiedTotal

Interest, Depreciation and Cash Payments

Interest Income Leases non occupied1,410,421-1,410,421

Interest Expense Leases non occupied1,410,421-1,410,421

Interest Expense Leases Occupied-442,632442,632

Depreciation Expense -630,329630,329

Actual cash impact of leases (rent)-(841,615)(841,615)

Decrease to net profit from IFRS 16 adoption-231,346231,346

OccupiedNon-OccupiedTotal

Limited Liability No Discount FY19

Less than one year719,8532,602,3723,322,225

Between one and five years1,537,9032,377,6043,915,507

More than five years276,936288,466565,402

31 March 20192,534,6925,268,4427,803,134

Limited Liability No Discount FY20

Less than one year831,6952,690,3813,522,076

Between one and five years2,917,2952,256,3395,173,634

More than five years263,124171,659434,783

31 March 20204,012,1145,118,3799,130,493

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

59
BFG ANNUAL REPORT 2020

58

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

20202019

$$

Foreign Currency Translation Reserve

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

Movements(117,216)(52,968)

Closing Balance(441,299)(324,083)

Nature and Purpose of Reserves:

Foreign Currency Translation Reserve

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

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

released to profit or loss upon disposal of these subsidiaries.

20202019

$$

Financial Assets

Cash5,570,1675,503,473

Loans308,465170,900

Trade Receivables3,028,9802,887,218

Sundry Receivables47,88229,019

8,955,4948,590,610

Lease Receivable – Non-occupied leases22,757,150-

Total Financial Assets31,712,6448,590,610

Other Financial Liabilities

Trade Payables982,0621,498,449

Lease Liability - Occupied8,059,353-

Lease Liability – Non -occupied22,757,150-

Total Financial Liabilities31,798,5651,498,449

22) Financial instruments and risk management

Categories of Financial Instruments

Financial risk management objectives

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

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

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

risk, liquidity risk and cash flow interest rate risk.

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

mitigate risk exposures.

21) Foreign currency translation reserve

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

Market risk

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

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

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

Foreign currency risk management

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

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

and transfers funds when foreign exchange rates are favourable.

Foreign currency sensitivity analysis

The following table details the Group’s sensitivity to a 10% increase and decrease in the NZ$ against the Australian,

UAE & USA currency. 10% is the sensitivity rate used when reporting foreign currency risk internally to key

management personnel and represents management’s assessment of the reasonably possible change in foreign

exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and

adjusts their translation at year end for a 10% change in foreign currency rates.

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

number below indicates an increase in profit.

GROUP

10% Strengthening10% Weakening

2020201920202019

$000$000$000$000

Profit / (Loss) before tax13290(145)(99)

Equity9565(95)(71)

Interest rate sensitivity analysis

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

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

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

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

in interest rates.

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

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

If the interest rates on cash and cash equivalents had been 100 basis points higher and all other variables were held

constant, the Group’s operating result for the year ended 31 March 2020 would have been $55,702 higher (2019:

$55,035 higher).

22) Financial instruments and risk management (continued)

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

61
BFG ANNUAL REPORT 2020

60

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

Interest rate risk

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

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

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

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

are placed into fixed rate term deposits where appropriate.

22) Financial instruments and risk management (continued)

Interest rate risk profile

2020Weighted

average

effective

interest rate

%

Greater

than 1 year

Less than 1

year

Non -

interest

bearingTotal

$$$$

Financial Assets

Cash and cash equivalent0.61%-5,570,167-5,570,167

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

Advance to Franchisee5.70%134,14015,860-150,000

Advances to Staff---859859

Trade and other receivables3.75%-1,195,3931,881,4693,076,862

Lease Receivable -non occupied6.30%21,238,8401,518,310-22,757,150

21,530,5868,299,7301,882,32831,712,644

Financial Liabilities870,000

Trade payables---982,062982,062

Lease Liability – Occupied5.90%7,635,815423,538-8,059,353

Lease Liability – Non -occupied6.30%21,238,8401,518,310-22,757,150

28,874,6551,941,848982,06231,798,565

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

22) Financial instruments and risk management (continued)

Credit risk

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

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

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

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

approved counterparties.

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

trade debtors, loans and advances.

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

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

obtained. The maximum credit risk exposures are:

20202019

$$

Cash and bank balances5,570,1675,503,473

Loans, advances and receivables3,385,3273,087,137

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

be impaired (2019: $Nil). No trade receivables are impaired in FY20 with no further amounts past due (2019: $218,291

past due).

As at 31 March 2020 the $261,000 USA licence fee, $609,000 US store sale proceeds and a $329,391 USA

management fee were still outstanding. These amounts were payable by the 5th March 2020 and are secured over

Chris Mason’s BFG shares. No other amounts were past due.

Cash

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

Bank Limited in Australia.

2019Weighted

average

effective

interest rate

%

Greater

than 1 year

Less than 1

year

Non -

interest

bearingTotal

$$$$

Financial Assets

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

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

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

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

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

Financial Liabilities870,000

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

--1,498,4491,498,449

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

63
BFG ANNUAL REPORT 2020

62

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

Receivables

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

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

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

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

Capital management

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

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

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

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

reduce debt and/or adjust amounts paid to investors.

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

Liquidity risk

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

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

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

procedures to monthly reporting.

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

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

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

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

liabilities. All payables are due within 6 months of balance date (2019: 6 months).

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

Capital Commitments

At 31 March 2020, the Group has no contractual

commitments (2019: Nil).

Indemnity / Guarantees

BurgerFuel has deposits in place to cover certain

commitments the banks have provided:

24) Contingencies

The Group has no contingencies at balance date (2019: Nil).

20202019

Total future

minimum payments

Total future

minimum payments

$$

NZX Bond20,00020,000

20,00020,000

23) Commitments

22) Financial instruments and risk management (continued)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

Transactions with Related Parties

During the year the following related party transactions took place:

GroupRelationship

Nature

of transaction

2020

$

2019

$

Neo Corporate

Trustees Limited

(formerly Redmond

Enterprises Limited)

Common

Directorship

Consultancy Expenses

Paid667,012635,250

Trumpeter Consulting

Limited

Common

DirectorshipDirectors Fees 50,00050,000

Peter BrookDirectorDirectors Fees70,00070,000

Neo Corporate

Trustees Limited

(formerly 66 Surrey

Limited)DirectorHead Office Rental493,938465,101

Trumpeter Consulting

Limited

Common

Directorship

Consultancy Expenses

Paid17,30416,000

The Burger Fuel Group Limited Chief Executive Officer is the sole director of Neo Corporate Trustees Limited. The

head office rental is the premises at 66 Surrey Crescent, Grey Lynn, Auckland and the Neo Corporate Trustees Limited

consultancy fee relates to the remuneration of the CEO. The Group had a current trade payable of $14,119 with NEO

Corporate Trustees Limited as at 31 March 2020. The above remuneration excludes reimbursements of costs incurred

on behalf of the Group.

20202019

$$

Salaries and other short-term employee benefits2,216,8162,436,216

KiwiSaver Employer Contribution46,49442,080

Directors’ Fees120,000120,000

2,383,3102,598,296

Key Management Compensation

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

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

is shown above.

25) Related party transactions

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

65
BFG ANNUAL REPORT 2020

64

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

27) Reconciliation of net surplus / (deficit) after taxation to net cash flows provided

from operating activities

26) Earnings per share

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

average number of ordinary shares in issue during the year.

20202019

$$

Surplus / (Deficit) attributable to the owners of the Group505,478 1,236,341

Weighted average number of ordinary shares on issue53,724,73756,697,165

Basic earnings / (loss) per share (cents)0.942.18

Diluted earnings / (loss) per share (cents)0.942.18

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

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

number of shares on issue.

20202019

$$

Net surplus / (deficit) after tax505,478 1,236,341

Add: Non-cash items

Amortisation143,084174,648

Depreciation545,765577,343

Depreciation on ROU asset630,329-

Deferred tax asset26,85532,928

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

Loss on disposal of property, plant and equipment7,32773,477

Unrealised exchange loss / (gain)(142,892)(40,791)

IFRS 16 Adjustment to retained earnings56,000-

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

Provision for Doubtful Debts-31,709

1,266,468(1,152,581)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

20202019

Add: Items classified as investing or financing activities

Gain on sale of assets(11,250)(7,576)

Add: Working capital movements

(Increase) / decrease in trade and other receivables50,19141,282

(Increase) / decrease in inventories56,401457,230

(Decrease) / increase in taxation payable (336,339)(296,637)

Increase / (decrease) in accounts payable and accruals,

provisions and contract liability(199,243)1,910,622

(428,990)2,112,497

Net cash flows provided from operating activities1,331,7062,188,681

27) Reconciliation of net surplus / (deficit) after taxation to net cash flows provided

from operating activities (continued)

28) Segment reporting

Operating Segments

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

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

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

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

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

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

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

67
BFG ANNUAL REPORT 2020

66

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

2020

New ZealandAustraliaMiddle EastUSAConsolidated

$$$$$

Revenue

Sales8,324,238-89,253 - 8,413,491

Royalties4,876,942-791,78515,498 5,684,225

Franchising fees316,234-46,54313,077375,854

Training fees110,000---110,000

Property management fees53,000-- - 53,000

Advertising fees3,581,227-143,941 - 3,725,168

Foreign exchange gain(74,525)(17,095)(11,485) 245,997 142,892

Sundry income1,694,2151,93765,243 79,711 1,841,106

Interest received67,0761,009834 44,304 113,223

Interest Leases1,410,421---1,410,421

Total Revenue20,358,828(14,149)1,126,114398,58721,869,380

Interest Expense21440-91345

Interest Expense Leases

Occupied442,632---442,632

Interest Expense Leases non

occupied1,410,421---1,410,421

Depreciation542,143-3,622-545,765

Depreciation Leases630,329---630,329

Amortisation143,084---143,084

Segment Result before

Income Tax(313,999)147,473588,948 300,951 723,373

Income Tax Expense219,190--(1,295) 217,895

Segment Assets44,383,022542,38197,178952,651 45,975,232

Segment Liabilities34,698,95010,61192,165-34,801,726

Acquisition of Property, Plant & Equipment & Intangible Assets.

Other533,996---533,996

28) Segment reporting (continued)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

28) Segment reporting (continued)

2019

New ZealandAustraliaMiddle EastUSAConsolidated

$$$$$

Revenue

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

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

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

Training fees30,000---30,000

Property management fees55,000-- - 55,000

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

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

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

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

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

Interest Expense10,087838--10,925

Depreciation572,522-4,821-577,343

Amortisation174,648---174,648

Segment Result before

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

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

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

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

Acquisition of Property, Plant & Equipment & Intangible Assets.

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

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2020
68

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

COVID-19 Pandemic

The Group earns revenue from their franchisees, company owned stores and their sauce manufacturing operation.

The COVID-19 pandemic and responses inhibited general activity and confidence levels within the community, the

economy and the operations of the Group’s business. When the country went into Alert level 4 lockdown on the 26th

March 2020 all stores in NZ closed, as did the US. The MENA region closed some stores and ran limited services in

others. The NZ stores reopened in Level 3 on the 28th April 2020 with limited services, providing click and collect,

kerbside pickup and delivery services in some stores. The US store remains closed.

While the impact of COVID-19 remains uncertain as at the date of signing these financial statements, the Group

continues to monitor developments and will initiate plans to mitigate adverse impacts and maximise opportunities.

In response to the COVID-19 pandemic, management has:

• Implemented appropriate health and safety responses to ensure the continuity of its business operations under

each of the Alert Levels, whilst complying with the applicable public health and social measures for that level.

• Implemented measures to reduce operating costs and capital expenditures (where applicable deferring

nonessential capital projects).

• Applied for the COVID-19 ‘Wage Subsidy Scheme’ developed by the New Zealand Government, which is

available to certain New Zealand businesses that are adversely affected by the COVID-19 pandemic. The Group

received a total of $744,516 across 8 subsidiary companies, with $488,887 of this amount received in the FY20

financial year, thus impacting our cash position as at 31 March 2020. The remainder of the $744,516 was received

in FY21. This wage subsidy will be taken to the Statement of Comprehensive Income as other income, and

allocated over 12 weeks from the 1 April 2020, thus increasing the Group’s FY21 revenue by $744,516.

• Approached landlords for rent relief during the lockdown periods. The group received rent relief on all occupied

sites ($52,133) and the franchise system also received short-term rent relief packages which was passed on to

the franchisees. This rent relief occurred in FY21 from 1 April 2020.

These financial statements have been prepared based upon conditions existing at the end of the reporting period,

31 March 2020, and considering those events occurring subsequent to that date, up to the date of the signing of

these financial statements (31 July 2020), that provide evidence of conditions that existed at the end of the reporting

period As the outbreak of COVID-19 pandemic occurred before 31 March 2020, its impacts are considered an event

that is indicative of conditions that arose prior to reporting period. Accordingly, as at the date of the signing of

these financial statements, all reasonably known and available information with respect to the COVID-19 pandemic,

has been taken into consideration and all reasonably determinable adjustments have been made in preparing these

financial statements.

29) Subsequent events

69

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

30) Net tangible asset per share

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

ordinary shares in issue during the year.

20202019

$$

Assets15,390,07515,116,674

Current lease receivable non-occupied – IFRS161,518,310-

Right of use assets – IFRS167,828,007-

Non-current lease receivable non-occupied – IFRS1621,238,840-

Total Assets45,975,23215,116,674

Liabilities(3,985,223)(4,118,189)

Lease Liabilities(8,059,353)-

Lease Liabilities – non-occupied(22,757,150)-

Total Liabilities(34,801,726)(4,118,189)

Net Assets11,173,50610,998,485

Less Intangible Assets(3,110,549)(3,260,747)

Net Tangible Assets8,062,9577,737,738

Total ordinary shares on issue53,670,19554,383,142

Net Tangible Assets per share

($ per Share)0.150.14

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

71
BFG ANNUAL REPORT 2020

70

Statement of Directors and Officers Interests

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

Beneficially held

at 31/03/20

Non-beneficially

held at 31/03/20

Beneficially held

at 31/03/19

Non-beneficially

held at 31/03/19

Peter Brook336,596-336,596-

Josef Roberts33,376,335-33,376,335-

Alan Dunn324,656-324,656-

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

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

There were no share transactions with the Directors and Officers during the year.

Remuneration of Directors

2020

12 Months

2019

12 Months

$$

Peter Brook70,00070,000

Josef Roberts667,012635,250

Alan Dunn50,00050,000

Remuneration of Employees (Excluding Executive Directors)2020

12 Months

Number of Employees

2019

12 Months

Number of Employees

$100,000-$110,00055

$110,000-$120,000-3

$120,000-$130,0003-

$130,000-$140,000-1

$140,000-$150,00013

$150,000-$160,0001-

$170,000-$180,000-1

$200,000-$210,00011

$220,000-$230,000--

$230,000-$240,000-1

$240,000-$250,000-1

$250,000-$260,00011

$290,000-$300,0001-

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2020

Substantial Security Holders

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

2020, details of the Substantial Security Holders in the company and their relevant interests in the company’s shares

are as follows:


Substantial Security HolderNumber of Voting Securities%

Mason Roberts Holdings Limited39,962,64474.46%

E&P Foundation Trustee Limited2,747,1385.12%

The total number of voting securities of the Company on issue at 31 March 2020 was 53,670,195 fully paid ordinary shares.

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2020

Twenty Largest Security Holders as at 31 March 2020


ShareholderNumber of Shares%

MASON ROBERTS HOLDINGS LIMITED39,962,64474.5%

E & P FOUNDATION TRUSTEE LIMITED2,747,1385.1%

NATIONAL NOMINEES LIMITED1,869,3933.5%

CUSTODIAL SERVICES LIMITED692,3701.3%

JBWERE (NZ) NOMINEES LIMITED369,2960.7%

PETER CLYNTON BROOK336,5960.6%

CARTALLEN TRUSTEE LIMITED326,5130.6%

TRUMPETER TRUSTEES (2007) LIMITED324,6560.6%

ASB NOMINEES LIMITED200,0000.4%

BRIAN KELLY LIMITED175,0000.3%

NEW ZEALAND DEPOSITORY NOMINEE LIMITED165,6770.3%

LAPHROAIG TRUSTEE COMPANY (NZ) LIMITED163,9690.3%

STERLING NOMINEES LIMITED150,2920.3%

BRAD WILLIAM MCFARLANE79,9810.2%

ROBERT WALLACE MONTGOMERY DOWLER

+ ROSEMARY ELIZABETH DOWLER75,0000.1%

MATTHEW JAMES PRINGLE75,0000.1%

EVCO CONSULTANCY LIMITED70,0000.1%

FORSYTH BARR CUSTODIANS LIMITED66,2500.1%

INVESTMENT CUSTODIAL SERVICES LIMITED65,5000.1%

JONATHAN LAURIE BUCKLEY57,9150.1%

47,973,19089.3%

/ SHAREHOLDER INFORMATION

73
BFG ANNUAL REPORT 2020

72

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2020

Domicile of Security Holdings

LocationHoldersUnitsUnits %

New Zealand 2,328 53,334,837 99.4%

Australia84 155,760 0.3%

United Kingdom 17 64,290 0.1%

United Arab Emirates 4 49,017 0.1%

U.S.A. 14 43,333 0.1%

Canada4 5,058 0.0%

Singapore1 3,500 0.0%

Austria1 2,000 0.0%

China12,0000.0%

France12,0000.0%

Ireland1 1,600 0.0%

Germany1 1,500 0.0%

Hong Kong1 1,000 0.0%

Norway1 1,000 0.0%

Reunion11,0000.0%

Taiwan11,0000.0%

South Africa11,0000.0%

Switzerland13000.0%

2,463 53,670,195 100.0%

Spread of Security Holders


Shareholding SizeNumber of HoldersTotal Shares Held%

1 - 49920059,1650.1%

500 - 999164108,0030.2%

1,000 - 1,9991,3391,475,6402.8%

2,000 - 4,9994921,240,0892.3%

5,000 - 9,999132769,0661.4%

10,000 - 49,9991191,987,6213.7%

50,000 - 99,9998547,0671.0%

100,000 - 499,99992,211,9994.1%

500,000 - 999,9991692,3701.3%

1,000,000 Over344,579,17583.1%

2,46753,670,195100.0%

The Board of Directors is responsible for the corporate

governance of the Group. “Corporate Governance”

involves the direction and control of the business

by the Directors and the accountability of Directors

to shareholders and other stakeholders for the

performance of the Group and compliance with

applicable laws and standards.

Role of the Board

The Board is elected by the Shareholders of the

Company. A Director must not hold office (without

re-election) past the third annual meeting following the

Directors appointment or 3 years, whichever is longer.

The Directors to retire are those who wish to retire, or

those who have been longest in office since last being

elected.

The Board of Directors is responsible for the overall

direction of Burger Fuel Group Limited’s business and

affairs on behalf of all shareholders. The Board’s key role

is to ensure that corporate management is continuously

and effectively striving for above-average performance,

taking account of risk.

The Board:

• Establishes the objectives of Burger Fuel Group

Limited;

• Approves major strategies for achieving these

objectives;

• Oversees risk management and compliance;

• Sets in place the policy framework within which

BurgerFuel operates; and

• Monitors management performance against this

background.

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

management of the Group to the Group Chief Executive

Officer and the Chief Operating Officer.

The Board monitors financial results and compares them

to annual plans and forecasts / budgets on a regular

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

performance against its strategic planning objectives.

Board size and Composition

The size and composition of the Board is determined

by the Company’s constitution. As at 31 March 2020,

there were three Directors, a Chief Operating Officer,

and a Chief Financial Officer / Company Secretary. The

Chairman of the Board and the Chairman of the Audit

Committee are non-executive and independent of the role

of the Chief Executive Officer, Chief Financial Officer and

Chief Operating Officer.

Directors and Officers diversity

NZX listed issuers are required to report quantitative data

on the gender breakdown of Directors and Officers at the

financial year end. The policy behind the rule is to provide

information to allow investors to maintain an informed

view of diversity as a factor relevant to an Issuer’s

expected performance.

20202019

MaleFemaleMaleFemale

Directors3-3-

Executive /

Leadership Team72102

Audit Committee

(i) Risk Management

The Audit Committee is required to establish a

framework of internal control mechanisms to ensure

proper management of the Group’s affairs and that key

business and financial risks are identified and controls

and procedures are in place to effectively manage

those risks. The Audit Committee is accountable to the

Board for the recommendation of the external auditors,

directing and monitoring the audit function and

reviewing the adequacy and quality of the annual audit

process.

(ii) Additional Assurance

The Committee provides the Board with additional

assurance regarding the accuracy of financial

information for inclusion in the Group’s annual report,

including the financial statements. The Committee is

also responsible for ensuring that Burger Fuel Group

Limited has an effective internal control framework.

These controls include the safeguarding of assets,

maintaining proper accounting records, complying with

legislation, including resource management and health

and safety issues, ensuring the reliability of financial

information and assessing and overviewing business risk.

The Committee also deals with governmental and New

Zealand Stock Exchange requirements.

(iii) Share Trading Policy

The Company has adopted a formal Securities Trading

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

The Policy is modelled on the Listed Companies

Association Securities Trading Policy and Guidelines and

is administered by the Audit Committee and restricts

share trading in a number of ways.

(iv) Insurance and Indemnification

Burger Fuel Group Limited provides indemnity insurance

cover to directors, officers and employees of the Group

except where there is conduct involving a wilful breach

of duty, improper use of inside information or criminality.

CORPORATE GOVERNANCE

FOR THE YEAR ENDED 31 MARCH 2020

BFG ANNUAL REPORT 2020

/ CORPORATE GOVERNANCE/ SHAREHOLDER INFORMATION

75
BFG ANNUAL REPORT 2020

74

Constitution

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

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

Board Remuneration

Directors are entitled to Directors’ fees, reasonable

travelling, accommodation and other expenses incurred

in the course of performing duties or exercising powers

as Directors.

Peter Brook, the Chairman, receives an annual fee of

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

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

Company Secretary attends to all company secretarial

and corporate governance matters.

Conflict of Interest

The Board has guidelines dealing with the disclosure of

interests by Directors and the participation and voting at

Board meetings where any such interests are discussed.

The Group maintains an interests register in which

particulars of certain transactions and matters involving

Directors must be recorded.

Directors & Officers Board & Audit Committee Attendance Record

DirectorsBoard MeetingsAudit Committee Meetings

Peter Brook (Chair)53

Josef Roberts53

Alan Dunn53

Officers

Tyrone Foley (Chief Operating Officer)53

Mark Piet (Chief Financial Officer / Company Secretary)53

CORPORATE GOVERNANCE

FOR THE YEAR ENDED 31 MARCH 2020

Registered Office

Grant Thornton New Zealand Limited

152 Fanshawe Street

Auckland 1011

Company Number

1947191

Date of Incorporation

14 June 2007

Directors

Peter Brook - Chairman (Independent)

Alan Dunn (Independent)

Josef Roberts (Executive)

Board Executives

Tyrone Foley (Chief Operating Officer)

Mark Piet (Chief Financial Officer / Company

Secretary)

Business Headquarters

66 Surrey Crescent

Grey Lynn

Auckland 1021

Auditor

Baker Tilly Staples Rodway

Level 9, Tower Centre

45 Queen Street

Auckland 1010

Accountant

Grant Thornton New Zealand Limited

Level 4

152 Fanshawe Street

Auckland 1011

Bridgepoint Group Accounting Pty Ltd

Suite 301, 8 West Street,

North Sydney

NSW 2060

Australia

Citrin Cooperman

529 Fifth Avenue

New York, NY 10017

USA

KPMG

18 Viaduct Harbour Avenue,

Auckland 1140

Bankers

ASB Bank Limited

CBA Bank Limited (Australia)

Emirates NBD (UAE)

Bank of America Merrill Lynch (USA)

Solicitors

Dentons Kensington Swan, 18 Viaduct Harbour Avenue,

Auckland 1011.

Buddle Findlay, PwC Tower, 188 Quay Street, PO Box

1433, Auckland 1140.

Wiggin and Dana LLP, Two Liberty Place, 50 S. 16th

Street, Suite 2925, PA, 19102, USA.

Corporate Counsel Limited Solicitors, P.O Box 37-322,

Parnell, Auckland 1151.

Davidson and Co Legal Consultants, Shangri La Offices,

Sheikh Zayed Road, Dubai, UAE.

Cedar White Bradley Consulting, Burj Al Salam, 47th

Floor, 2 Sheikh Zayed Road, Dubai, UAE.

COMPANY DIRECTORY

FOR THE YEAR ENDED 31 MARCH 2020

BFG ANNUAL REPORT 2020

/ COMPANY DIRECTORY/ CORPORATE GOVERNANCE

WWW.BURGERFUELGROUP.COM

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.

  • AFC — AFC Group Holdings Limited: AFC releases Annual Report for the year ended 31 March 2020
    2020-08-26

    AFC GROUP HOLDINGS LIMITED ANNUAL REPORT 2020 FOR THE YEAR ENDED 31 MARCH 2020 AFC GROUP HOLDINGS LIMITED ANNUAL REPORT CONTENTS FOR THE YEAR ENDED 31 MARCH 2020 Page Directors' Profiles 2 Directors' Report 3 Corporate Governance Statement4 - 5 AFC Longview Limited6 AFC Inter…”

  • FBU — Fletcher Building: Amendment to 2020 Annual Report
    2020-08-19

    Fletcher Building Limited Annual Report 2020 Our Year Performance Contents This Annual Report is dated 19 August 2020 and is signed on behalf of the Board by: Robert McDonald Director Bruce Hassall Chair When used in this Annual Report, references to the ‘Company’ are reference…”

  • TRA — Turners Automotive Group: Annual Report 2020
    2020-07-30

    RESILIENT BUSINESS TRUSTED BRANDS ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2020 Turners Cars North Shore, Auckland On behalf of the Board and management of Turners Automotive Group Limited, we are pleased to present the Annual Report for the financial year ended 31 Ma…”