Annual Report Provided
Restaurant Brands New Zealand Limited
Annual Report 31 December 2020
WE
D
e
l
i
v
e
r
In New Zealand, COVID-19 and the
resulting lockdown forced a five-week full
store closure and saw lost sales in excess
of $40 million. In Australia and Hawaii
restaurant dining areas were also closed.
Some remain so.
But, despite this unforeseen and yes,
unprecedented curve ball, Restaurant
Brands has more than just survived.
It is in good health; surging ahead with
its plans, delivering on its strategy.
Profit is up by 2.8%. Sales, by 7.0%
on an annualised basis. In September,
the purchase of 69 new KFC and Taco Bell
stores in Southern California was successfully
completed. Refurbishments in Hawaii
continued with subsequent sales
out-performing expectations. New store
builds in New Zealand and Australia also
continued and 10 stores were opened to
the delight of expectant customers.
Restaurant Brands remains strong and
resilient; fortified by the diversity of our
geographies and brands, the experience
and passion of our people, a business
structure that works, and an unwavering
appetite for growth.
And that billion-dollar target?
Bring on 2021!
2020.
WHAT A YEAR!
I
t
p
r
o
m
i
s
e
s
t
o
b
e
a
g
o
o
d
o
n
e
!
04
40
18
86
100
California
dreaming
Financial
statements
December 2020
Statement
of corporate
governance
Year in
review
Financial
highlights
Environment,
social and
governance report
Operations
reports
Independent
auditor’s report
Corporate
directory
Chairman and
CEO’s report
Consolidated
income statement
Board of
Directors
Shareholder
information
Financial
calendar
Resilience
through
adversity
Non-GAAP financial
measures
Statutory
information
05
42
22
88
06
43
28
91
16
80
38
100
03
Annual Report 31 December 2020
02
Restaurant Brands New Zealand Limited
About Restaurant Brands:
Restaurant Brands New Zealand Limited operates the KFC, Pizza Hut, Taco Bell and Carl’s Jr. brands in New Zealand, the KFC and Taco Bell
brands in Australia, the KFC and Taco Bell brands in California, and the Taco Bell and Pizza Hut brands in Hawaii and Guam. These brands - four
of the world’s most famous - are distinguished for their product, look, style, ambience and service and for the total experience they deliver to their
customers around the world.
MENU
T
h
e
05
Annual Report 31 December 2020
04
Restaurant Brands New Zealand Limited
FINANCIAL HIGHLIGHTSYEAR IN REVIEW
Net profit after tax
Reported net profit after tax of $30.9 million for the year
was up $0.8 million on the 44 week reporting period last
year, despite being adversely impacted by COVID-19.
Taco Bell launched
The Taco Bell brand launched in New Zealand and Australia
(New South Wales) in late 2019 and has continued to grow with
eight stores now successfully operating in these two markets.
Acquisition of California business
The company acquired 69 KFC and Taco Bell stores in
California on 2 September 2020, generating an additional
$51.9 million in sales and $8.5 million in EBITDA in the last
four months of the financial year.
New balance date
These trading results for the December 2020 period are
for 52 weeks (full year) vs 44 weeks (10 months) for the
December 2019 period previously reported.
Total sales
Total sales for the year were $892.4 million, up against the
previous 44 week period, with full year positive same store
sales growth across all three operating divisions. On an
equivalent 12 month basis total sales were up by 7.0% or
$58.5 million.
Total EBITDA
1
Combined store EBITDA
1
(pre NZ IFRS 16) for the period
was $147.3 million, up 27.0% on the previous 44 week
period. On an equivalent 12 month basis, EBITDA was up
over 7.5% or $10.3 million.
TOTAL SALES ($NZ m)TOTAL EBITDA ($NZ m)
HISTORICAL SUMMARY
All figures in $NZ millions unless stated
52 weeks
27 Feb 2017
52 weeks
26 Feb 2018
52 weeks
25 Feb 2019
44 weeks
31 Dec 2019
52 weeks
31 Dec 2020
Financial performance
Sales*
New Zealand
400.0 421.4 419. 8 367.5
410. 4
Australia
97.2 151. 8 191.5 169 .1
214.9
Hawaii
– 16 7.5 182.7 168 .9
215 .1
California
– – – –
51.9
Total sales
497. 2 740.8 794.0 705.5 892.4
EBITDA before G&A*
New Zealand
71.2 76.5 76.4 67.9
75.9
Australia
15.0 22.0 29 .1 25.2
29.4
Hawaii
– 24 .1 23.7 22.9
33.5
California
– – – –
8.5
Total EBITDA
86.2 122.6 129. 2 116 . 0 147. 3
EBIT
39.4 57.8 56.2 64.4
75.2
NPAT (reported)
26.0 35.5 35.7 30 .1
30.9
Financial position/cash flow
Share capital
143.4 14 8 . 5 154.6 154.6
154.6
Total equity
192.1 201.6 224.7 208.0
230.5
Tot al a s set s
302.4 453.0 460.3 879.9
1,17 3 . 0
Operating cash flows
47.9 67.8 71.3 87.6
111. 9
Shares
Shares on issue (year end)
122, 8 4 3 ,191123,629,343124,7 58 , 523124,7 58 , 523
124,758,523
Number of shareholders (year end)
6,2947,0057,12 76,026
5,428
Basic earnings per share (full year reported)
24 .1c28.8c28.8c24 .1c
24.8c
Ordinary dividend per share
23.0c28.0c0c0c
0c
Other
Number of stores (year end)
New Zealand
17017114214 8
137
Australia
42616165
70
Hawaii
–828074
72
California
––––
69
Total stores
212314283287348
Number of employees
New Zealand
3,4223,5963,4843,777
4,582
Australia
2,3543,2753,3603,887
4,055
Hawaii
–2,1852,0071,935
2,055
California
––––
1,381
Total employees5,7769,0568 , 8519,59912,073
* Sales and EBITDA before G&A for each of the division may not aggregate to the total due to rounding.
1 EBITDA is earnings before interest, tax, depreciation and amortisation. It is a non-GAAP financial measure and is not prepared in accordance with NZ IFRS.
20
892.4
20
147.3
18171919
DecFeb
705.5
794.0
740.8
497.2
18171919
DecFeb
116.0
129.2
122.6
86.2
TOTAL ASSETS ($NZ m)
20
1,173.0
18171919
DecFeb
879.9
460.3
453.0
302.4
NPAT (REPORTED) ($NZ m)
20
30.9
18171919
DecFeb
30.1
35.7
35.5
26.0
The financial results for the
California division have been
significantly above expectations
despite the challenges of COVID-19.
$30.9M
07
Annual Report 31 December 2020
06
Restaurant Brands New Zealand Limited
The acquisition of 69 stores in
California (58 KFC and 11 joint KFC/
Taco Bell) was successfully completed
on 2 September 2020. The financial
results for the California division have
been significantly above expectations
despite the challenges of COVID-19.
The division added $51.9 million in total
sales and $8.5 million in store EBITDA
over the four months of ownership.
The resulting reported FY20 NPAT of
$30.9 million is up 2.8% or $0.8 million
on the prior 44 week period.
Overview
During the year ended 31 December
2019 Restaurant Brands changed
its balance date from February to
December. Hence the comparative
financial results for the reporting period
to December 2019 (FY19) are for 44
weeks compared to 52 weeks for the
current reporting period (FY20). Two
other significant factors have impacted
the FY20 results compared with prior
year: the adverse effect of COVID-19
and the positive impact of the
California acquisition.
COVID-19, whilst creating considerable
disruption across all four operating
divisions, was particularly testing for
the New Zealand operations with
the entire business being closed
for nearly five weeks in March-April
2020. The Australian, Hawaiian and
Californian operations, whilst adversely
affected, have generally continued to
trade through the crisis (with some
limitations) and consequently have
sustained much less of an adverse
profit impact.
NET PROFIT AFTER TAX
REPORT
C
h
a
i
r
m
a
n
a
n
d
C
E
O
’
s
06
Restaurant Brands New Zealand Limited
$NZm
52 weeks
Dec 2020
44 weeks
Dec 2019Change ($)Change (%)
Total sales892.4705.5+18 6 . 8+26.5
Net profit after tax (NPAT)30.9
30 .1+0.8+2.8
Note: With the change in balance date last year, the comparative reported results are for the 44 weeks ended 31 December 2019 (Dec 2019)
whereas the current year comparisons are for the 52 weeks ended 31 December 2020 (Dec 2020). A comparable unaudited ‘gross up’ summary
is included on page 41 of this report.
Annual Report 31 December 2020
09
Annual Report 31 December 2020
08
Restaurant Brands New Zealand Limited
In addition to the change of balance
date, two other factors distort the
prior year comparison: the continuing
negative impact of NZ IFRS 16, and
other income and expenses.
The table above sets out a like-for-like
comparison of the current year’s 12
month result versus the prior year 10
months’ normalised trading (detail of
which is included on page 41 of this
report). After adjusting for the negative
impact of the NZ IFRS 16 accounting
lease standard and the shorter trading
period (estimated at $7.1 million),
together with the impact of higher
The New Zealand business was
completely closed for nearly five
weeks in March-April 2020 as part
of the COVID-19 lockdown, losing an
estimated $40 million in sales over the
period. However upon re-opening the
business recovered well, with same
store sales for the full year up +5.3%.
The underlying sales growth has been
driven by another good performance
by KFC combined with Carl’s Jr., both
brands sales have remained strong
throughout the year with growth
through both the delivery and in-store
channels. The accelerated expansion
of delivery channels as part of the
COVID-19 response has also helped.
Taco Bell remains only a small portion
of the New Zealand business sales with
three stores opened during the year
and sales from the four existing stores
continuing to track above expectations.
net expenses unrelated to normal
trading, the underlying trading profit is
estimated at $46.7 million (up 2.2% on
the prior equivalent year).
Total brand sales for the Company
were $892.4 million, up $186.8 million
when compared with the 44 week prior
period. On a like-for-like annualised
footing they are up approximately 7.0%,
primarily because of the inclusion
of $51.9 million of sales for the
four months following the California
acquisition. All three existing divisions
produced positive same store sales.
EBITDA was up $8.0 million reflecting
the higher sales; however the underlying
EBITDA as a percentage of sales has
remained constant on 18.5%.
As part of the COVID-19 response
the New Zealand business received
a government wage subsidy of $22.0
million, which was fully passed on to all
staff. This number has been included
in the statement of comprehensive
income. Restaurant Brands elected
to retain all staff at 100% of their
wages and salaries throughout the
lockdown period. Although the wage
subsidy helped to offset the cost to
the business, there was a shortfall of
approximately $0.5 million per week.
There were also other fixed costs
incurred during the mandated lockdown
which contributed to an estimated
$4.4 million drop in EBITDA before
G&A costs over the closure period.
Restaurant Brands New Zealand Limited
Group operating results
New Zealand operations
Combined store EBITDA (pre-NZ IFRS
16 and other items) of $147.3 million
was up $31.4 million or +27.0% on
the prior period. On an annualised
basis the results were up 7.5%, due to
strong performance in Hawaii and the
acquisition of the California operations.
EBITDA margins (as a % of sales)
improved from 16.4% to 16.5% due
to the strength of the Pizza Hut
Hawaii performance.
Restaurant Brands’ store numbers at
the end of the financial year totalled
348, comprising 137 in New Zealand,
72 in Hawaii, 70 stores in Australia and
69 stores in California.
The Pizza Hut sub-franchising
process continues, with 16 stores
sold to franchisees during the year.
This included two turnkey stores.
The company now operates 13 stores
with independent franchisees operating
90 stores.
Overall store numbers decreased by
11 during the year with the 16 Pizza
Hut stores sold offset with one new
KFC store being opened in Central
Christchurch and the continued roll
out of Taco Bell with three new stores
opened in the greater Auckland region.
KFC Kapiti was also acquired from an
independent franchisee during the
period. All five of the new stores are
trading well.
Directors are pleased to report that Restaurant Brands has produced a net profit
after tax (NPAT) for the year ended 31 December 2020 (FY20) of $30.9 million, up
2.8% on the reported NPAT of $30.1 million for the prior period. As previously noted,
the prior period reported NPAT is for 44 weeks compared to 52 weeks in this year.
Total store sales in New Zealand were $410.4 million, up $42.9 million or +11.7% on
the 44 week period ending December 2019. This is a result of the additional eight
weeks trading in the December 2020 year, partially offset by the five weeks full
store lockdown due to COVID-19 with lost sales of approximately $40 million.
$892.4M
TOTAL SALES
The underlying sales growth has been
driven by another good performance
by KFC, combined with Carl’s Jr.
S
t
r
o
n
g
s
a
l
e
s
$NZm after tax
52 weeks
Dec 2020
44 weeks
Dec 2019Change ($)Change (%)
Reported NPAT30.93 0 .10.8+2 .8
Impact of NZ IFRS 16
7.04.52.5+55.6
Other income and expenses8.84.04.8+12 0 . 0
Change of balance date*
–
7.1
( 7.1)–
Comparable trading NPAT46.745.71.0+2 . 2
*Estimated (unaudited) NPAT over the eight weeks to February 2020, prorated from the 44 weeks to December 2019.
Actual
52 weeks
31 Dec 2020
Actual
44 weeks
31 Dec 2019
Proportioned
52 weeks
31 Dec 2019Change ($)Change (%)
Store sales ($NZm)410. 4367.5434.3+42.9+11. 7
EBITDA ($NZm)75.9
67.980.3+8.0
+11. 7
EBITDA as a % of sales18.5
18.518.5
Store numbers137
14 8
The proportioned 52 weeks in the table above is an arithmetical calculation factoring up the 44 weeks ending Dec 2019 (26 February 2019 to 31 December
2019) to a 52 week equivalent. This is for illustrative purposes only.
11
Annual Report 31 December 2020
10
Restaurant Brands New Zealand Limited
Total sales in Australia were $A202.4
million, up $A42.2 million (or +26.3%)
on last year, and on a proportioned
52 week basis sales were up $A13.1
million primarily due to the effect of
additional store openings. Same stores
sales were also up 2.0%.
There was significant disruption to
stores due to COVID-19 with the
temporary closure of all mall stores
and the extended closure of all dine-in
restaurants. The business has focused
on ensuring a continued safe work
environment for all members of staff
and the highest hygiene standards
In $NZ terms the Hawaiian operations
contributed $NZ215.1 million in
revenues and $NZ33.5 million in
EBITDA for the year. These results
were all up (particularly Pizza Hut) on
the equivalent December 2019 year
despite the operational challenges
created by COVID-19.
Reported sales are up $US28.5 million
to $US139.3 million primarily due to the
comparison with last year’s reporting
period of 44 weeks. On an equivalent
year comparison sales were up $US8.5
million for the period which is reflected
in same store sales growth of 7.7% for
the year.
for customers, whilst providing
continued emphasis on providing
efficient delivery services.
Investment in KFC store upgrades
continued, together with new store
openings. Two new drive-thru Taco Bell
sites and four additional KFC stores
opened during the year, bringing total
store numbers to 70.
With the extended closure of the dine-in
facilities due to COVID-19 the home
delivery service was expanded-into
New South Wales regional locations,
which generated further growth in the
KFC delivery channel.
Pizza Hut saw a significant increase
in both sales and profitability. The
excellent response by the Pizza Hut
brand to the challenges created by
COVID-19 was a major driver of the
strong sales performance. With Pizza
Hut USA emphasising food safety, no-
touch contactless delivery as well as the
roll out of curbside delivery, customers
reacted favourably, particularly with
the continued influence of COVID-19
in Hawaii. Online ordering grew
significantly and now accounts for 60%
of sales. The closure of seven old format
stores at the end of last year, and a
further three stores this year, with a
move towards smaller and more efficient
delivery and carry-out (delco) style
stores also helped drive profitability.
Australian operationsHawaiian operations
This has helped maintain same store
sales growth over the past 12 months,
but has added to the cost pressures of
the business which, together with initial
Taco Bell set up costs, is reflected in a
drop in EBITDA as a percentage of sales
to 13.7 % .
Store EBITDA margins of $A27.7 million
(13.7% of sales) were up $A4.3 million
or +18.4% on last year. This reflects
the additional eight weeks trading.
On an equivalent 52 week basis store
EBITDA has remained flat with
additional sales offset by higher
cost pressures.
Although Taco Bell was harder hit by
the closure of dine-in options, the
promotions around family size meals
and affordable pricing was successful
with drive through average customer
spend increasing significantly. Uber
Eats and DoorDash also came on
board as additional food aggregators
(in addition to Grubhub) which has also
helped to drive delivery sales.
Store numbers are down by net two
from December 2019 following the
closure of three Pizza Hut stores as
part of the strategy to close some very
old dine-in restaurants. During this
period one new Pizza Hut store has
opened and is performing strongly.
The Australian business contributed total sales of $NZ214.9 million (up 27.1%), and
a store EBITDA (excluding the effect of NZ IFRS 16) of $NZ29.4 million (up 16.7%).
Total sales in Hawaii for the period were $US139.3 million with store level EBITDA of
$US21.5 million (15.6% as a percentage of sales vs 13.5% in the prior period).
+26.3%
STORE SALES ($A m)
The excellent response by the Pizza Hut
brand to the challenges created by
COVID-19 was a major driver of the
strong sales performance.
Actual
52 weeks
31 Dec 2020
Actual
44 weeks
31 Dec 2019
Proportioned
52 weeks
31 Dec 2019Change ($)Change (%)
Store sales ($Am)202.4160.2189.3+42.2+26.3
EBITDA ($Am)27.7
23.4
27.7
+4.3+18 . 4
EBITDA as a % of sales13.7
15.415.4
Store numbers70
65
The proportioned 52 weeks in the table above is an arithmetical calculation factoring up the 44 weeks ending Dec 2019 (26 February 2019 to 31 December 2019) to
a 52 week equivalent. This is for illustrative purposes only.
Actual
52 weeks
31 Dec 2020
Actual
44 weeks
31 Dec 2019
Proportioned
52 weeks
31 Dec 2019Change ($)Change (%)
Store sales ($USm)139.3110 . 7130. 8+28.6+25.8
EBITDA ($USm)21.515.017.76.543.3
EBITDA as a % of sales15.613. 513. 5
Store numbers7274
The proportioned 52 weeks in the table above is an arithmetical calculation factoring up the 44 weeks ending Dec 2019 (26 February 2019 to 31 December
2019) to a 52 week equivalent. This is for illustrative purposes only.
13
Annual Report 31 December 2020
12
Restaurant Brands New Zealand Limited
The California division made a solid
contribution to the Group results over
the four months since acquisition.
Despite the dine-in channels being
closed due to COVID-19 for the
majority of the four months, drive
through sales have remained strong
and, like the other divisions, delivery
sales are well above expectations. The
strong sales have driven a higher than
expected EBITDA margin percentage
to sales of 16.4%, producing store
earnings well above expectations.
The business saw an extensive
reinvestment programme prior to
settlement. However in line with the
strategy to further reinvest in the stores,
more capital expenditure is planned for
this market, including new store builds
of which two are already underway.
Californian operations
Following Yum! and landlord approval, the acquisition of 69 stores in California
was settled on 2 September 2020. With most of the existing management team in
place, the completion was executed smoothly. Even with the impact of COVID-19
on the business effectively closing the dine-in channel, management continuity
and the benefit of recently upgraded stores ensured that Restaurant Brands’ most
recent acquisition delivered initial financial results well ahead of expectations.
Total sales in California for the period were $US35.6 million with store level EBITDA
of $US5.8 million (16.4% as a percentage of sales).
In $NZ terms the California operations contributed $NZ51.9 million in revenues and
$NZ8.5 million in EBITDA for the four month period from 2 September 2020.
Corporate & other
General and administration (G&A)
costs were $45.6 million, up $12.3
million from last year due to the longer
current reporting period, but also up
$6.2 million on a normalised annual
basis. Most of the increase came from
long term incentive remuneration and
additional G&A charges in California
as that acquisition came on stream.
G&A as a % of total revenue was 4.9%
which is up from 4.5% for the period
ended 31 December 2019. This was
largely due to the effect of the full
closure of the New Zealand stores
and the lost sales during that period.
Depreciation charges of $65.0 million
for the year ended 31 December 2020
were $17.2 million higher than the prior
year primarily due to the impact of
the additional reporting weeks. It also
included $5.7 million from the newly
acquired California division. Of the
$65.0 million, $30.9 million related to
right of use asset depreciation incurred
under NZ IFRS 16.
Financing costs of $30.2 million were
up $8.8 million on prior year, once
again reflecting the impact of the
additional reporting weeks. Interest
on bank debt for the period ended
31 December 2020 was $6.5 million,
up $1.4 million on last year due to
the longer reporting period and the
additional debt taken on to acquire
the California business.
This was partially off-set by a lower
effective interest rates following the
restructure of the Group’s debt facilities
which was activated in May 2020.
Tax expense was $14.0 million, up $1.2
million on the prior year. The effective
tax rate was 31.2% (29.9% for FY19)
with a higher level of non-deductible
expenses in the current year.
Other items
Other net income and expense of
$8.8 million is up from $4.6 million for
the prior period. This primarily relates
to acquisition costs associated with the
California acquisition of $4.3 million.
Cash flow &
balance sheet
The total assets of the Group are
$1,173.0 million, up $293.1 million
primarily due to the inclusion of $263.2
million of new assets in California.
Equally there has been an increase of
$270.6 million in liabilities, primarily
reflecting the future discounted lease
liability on leases acquired and an
increase in debt drawdowns arising
from that transaction.
Included in the Group’s debt is a $11.3
million Paycheck Protection Program
loan (PPP loan) in Hawaii from the US
federal government. Application has
been made for the loan to be forgiven
with a decision expected by mid-2021.
Operating cash flows were up $24.2
million to $111.9 million, reflecting the
additional weeks being reported, along
with the strong trading performance.
The inclusion of the California business
has also had a positive impact on
operating cash flows.
Net investing cash outflows were
$178.0 million (versus $59.7 million
last year) including the acquisition
of the California business for $119.2
million ($US80.7 million). Payments for
fixed assets and intangibles of $60.5
million was up from $59.7 million with
five new KFC, and five new Taco Bell
stores in New Zealand and Australia
and significant KFC refurbishment
expenditure in both those markets.
In addition there were several major
Taco Bell refurbishments in Hawaii.
This year’s net investing cash flows
also included inflows of $4.5 million
received, primarily from the sale of
Pizza Hut stores in New Zealand.
The strong sales have driven a
higher than expected EBITDA margin
percentage to sales of 16.4%.
Actual
52 weeks
31 Dec 2020
Actual
44 weeks
31 Dec 2019Change ($)Change (%)
Store sales ($USm)35.6n/an/an/a
EBITDA ($USm)5.8n/an/an/a
EBITDA as a % of sales16.4n/a
Store numbers69n/a
A
c
q
u
i
s
i
t
i
o
n
a
c
c
o
m
p
l
i
s
h
e
d
15
Annual Report 31 December 2020
14
Restaurant Brands New Zealand Limited
Ongoing investment in both new store
builds and acquisitions will continue
to be undertaken within a disciplined
and structured framework and only
embarked upon where clearly
shareholder value accretive.
Annual Shareholders’
Meeting
The Annual Shareholders’ Meeting of
the company will be held on Thursday
27 May 2021. Given the COVID-19
uncertainty, it will be a virtual meeting.
José Parés
Chairman of the Board
Russel Creedy
Group CEO
25 February 2021
Outlook
The focus for Taco Bell in New Zealand
and Australia remains on investing to
build brand presence with more than
ten stores expected to open by
December 2021. The Taco Bell brand’s
sales will continue to grow in significance
as additional stores are opened.
However overall the financial impact of
the brand on the Group will remain
slight for the coming year.
The inclusion of 58 KFC and 11 joint
KFC/Taco Bell stores in California will
have a positive impact on earnings
profile in the 2021 year.
Current trading for the new year
remains strong across all divisions;
however with the current uncertainties
that remain with COVID-19 it is difficult
to provide firm guidance. Further
updates will be provided at the
annual meeting.
Board of Directors
We would also like to thank our dedicated
Directors for their encouragement as the
company has navigated what has been
an ever changing and challenging trading
environment over the past twelve months.
This support and guidance has been
invaluable keeping the business on track
through these difficult times.
Whilst we do have a strong board with a
range of skills, we this year have taken
the opportunity to recruit a new Director.
We welcome Maria Elena (Malena) Pato-
Castel as an independent Non-Executive
Director of the company with effect from
1 April 2021.
Malena, who is based in Spain, brings
to the Board of Restaurant Brands over
30 years of experience in the consumer
goods and restaurant industries, most
recently spending nine years at AmRest
Holdings SE. She has also served on the
board of various Yum! Brands subsidiaries
that operated Pizza Hut and KFC stores
in Spain.
Future strategies
With the settlement of the California
acquisition in September this year,
Restaurant Brands has now established
a firm presence in each of its four key
operating markets. This has significantly
diversified our earnings stream from
the 100% New Zealand base of five
years’ ago to a position where the
New Zealand business now only slightly
more 40% of total sales and earnings.
We have a growth strategy for
each market.
We will continue to deliver organic
same-store sales and profit growth
through: operational improvements,
store refurbishments, channel
enhancements, innovative marketing,
new product development, and staff
attraction and retention initiatives.
However significant additional growth
opportunities exist by expanding our
networks in each location through
either new store builds or acquisitions.
New store builds in the KFC and Taco
Bell brands is a prime focus for the
Australian and New Zealand markets.
California also has significant KFC new
store opportunities and we expect to be
opening our first KFC store in Hawaii in
the next 1-2 years. Acquisitions remain
opportunistic in nature, but the
Californian and Australian markets in
particular have significant opportunities.
Staff appreciation
This has been an extremely challenging
year for the 12,100 staff members of
Restaurant Brands, particularly with
the continued uncertainty brought
about by COVID-19. The entire team
has done an outstanding job reacting
to the ever changing environment we
have been working in to ensure we
continue to deliver top quality products
to our customers whilst maintaining
the highest levels of health and safety
for both our employees and customers.
We also acknowledge that for many
of our employees the wider impact of
COVID-19 on them and their families
has been particularly difficult with
some team members directly impacted
by the virus.
With the completion of the California
acquisition we welcome Raziel Valiente
(CEO RBD California Restaurants) and
her 1,500 strong California team to
Restaurant Brands.
C
o
n
t
i
n
u
e
d
g
r
o
w
t
h
The Taco Bell brand’s sales will
continue to grow in significance
as additional stores are opened.
17
Annual Report 31 December 2020
16
Restaurant Brands New Zealand Limited
RESILIENCE
Geography
Geographically, our business now
operates in four different countries or
states (six if we include Guam and Saipan).
This geographical diversity means our
business is not over-exposed to any local
physical or socio-economic events beyond
our control – should they arise.
Hurricanes in Hawaii, droughts in Australia
and earthquakes in New Zealand – we’ve
had them all. Each time, the local
operation may take a hit but the overall
group business has remained steady on
an even keel.
Throughout this pandemic, while some
markets went into total lockdown resulting
in local stores closing, stores in other
markets were able to remain open. We
may not have been firing on all cylinders
all of the time, but we kept firing.
A strategy built for resilience also meant
we were able to adapt our existing
channels to fulfil customers’ needs
throughout the COVID-19 crisis.
Store closures during lockdown
effectively took in-store dining off the
table. But by innovating and reorganising
our channel operations we were able to
offer improved online ordering together
with no-touch, contactless ‘click and
collect’. Digital orders went through
the roof and, of course, drive through
surged as an available option for our
customers to get the food they love.
Last but by no means least –
our people
Passionate, hardworking, resourceful –
our people are our business. Throughout
the ins and outs of lockdown, they’ve
shown an ability to innovate, work our
systems in another gear, and stick
steadfastly to the hygiene disciplines that
keep both our employees and customers
safe. Overall they’ve shown a resilience of
which we can all be proud. And thankful.
No one part of our business works in
isolation. It all works together to make the
most of the highs and diffuse the impact
of the lows. But it starts with strategy –
the planning that always looks for
opportunities to grow the business without
ever taking its eye off those rogue events
that could knock you off your course.
Brands
As a multi-brand franchisee we enjoy
brand-led relationships with many
different audience segments right across
the fast food market. It’s an incredible
breadth of market appeal.
From KFC die-hards who love the taste
of fried chicken, to the discerning lovers
of authentic American-style burgers
who won’t pass a Carl’s Jr., to Pizza Hut
afficionados who know they can rely
on us to deliver their favourite pizza –
we have a brand that appeals to almost
everyone. And now with Taco Bell we
can reach even further by meeting the
demands of an increasingly brand savvy
generation hungry for a taste of this
brand’s international cult following.
It’s tough to appeal to all of the people all
of the time and like any good relationship
we have to work at it. We keep close to
our customers constantly monitoring the
pulse of their changing tastes, responding
to their shifting values and their demands
for new experiences. Taco Bell is a
perfect example; fifteen years ago there
was little demand in Australia and New
Zealand for Mexican-inspired food. But
now the time is ripe and customers can’t
get enough of it.
This all-singing, all-dancing brand
portfolio means we can take the best
learnings from working with each brand
across a multitude of stores and apply
them to the benefit of all stores and the
company as a whole.
C
o
n
t
a
c
t
l
e
s
s
Sure COVID-19 hit hard, like a
rogue wave hits a ship . But our
superstructure – forged from
strategy, operations and passion
– is built for it.
Strategy’s purpose is to set direction and
provide a coherent framework for decision-
making. It defines how we use our resources
so we create value – and grow. It unifies our
businesses, so everyone understands what
we’re doing, where we’re heading and why;
and as many folk like to say in New Zealand,
so we paddle our ‘waka’ together in time.
But strategy at Restaurant Brands goes
further, deeper, broader than that. It’s not
only about growth, it’s also about resilience.
It considers how we minimise the negative
impacts from challenges that could come
from anywhere at any time. Like a global
pandemic.
Our strong performance over the last year in
the face of COVID-19 has nothing to do with
good fortune. It owes much to a strategy
that gives us the framework to innovate and
turn adversity into advantage.
You see this on many fronts: geographic,
brand, store format, consumer tastes,
lifestyle preference. All aspects of our
business that encourage growth as well as
provide for resilience in uncertain times.
T
h
a
n
k
s
!
With many customers confined to their
homes, delivery becomes king. By
coupling our own delivery driver network
with those of third party aggregators
like Uber Eats, we quickly mastered the
challenges of getting food from the
store to the customer – quick and fresh.
Store format and lifestyle
T
h
r
o
u
g
h
A
d
v
e
r
s
i
t
y
Digital orders
went through
the roof.
19
Annual Report 31 December 2020
18
Restaurant Brands New Zealand Limited
So, you might wonder, ‘what chance does a New Zealand
fast food company have entering the US market – the
home of fast food since the beginning of time?’ How do
naysayers put it? ‘Mate, you’re dreamin’.
This is no dream. Restaurant Brands’ growth and expansion strategy has
long considered the opportunity to establish a beachhead in the US, and
with the ink on the agreement barely dry, our mainland Stateside ambitions
are now a reality.
Truth is, the existing local management team running the 69 KFC and
Taco Bell store group in Southern California had already heard a good deal
about the New Zealand group’s successes. Substantial growth in Hawaii,
new momentum in Australasia and an aggressive store refurb and expansion
programme integral to the group’s growth strategy. If anything, it was music
to their ears that Restaurant Brands was bringing its magic to California.
If anything, it was
music to their ears
that Restaurant
Brands was
bringing its magic
to California .
CALIFORNIA
D
r
e
a
m
i
n
g
Left to right:
Jennifer Colvin Director of Human Resources
Adiel Estrada Director of Operations (region 2)
Raziel Valiente CEO
Allan Wong Kam CFO and EVP Development
Nancy Franco Director of Operations (region 1)
21
Annual Report 31 December 2020
20
Restaurant Brands New Zealand Limited
Raziel Valiente, CEO of the newly
acquired store group, is particularly
enthusiastic.
“There is so much opportunity here
with KFC, the business is crying out for
Restaurant Brands’ visionary growth
mindset”, she says.
Not that the KFC stores in Southern
California aren’t already doing
extremely well. On the contrary Raziel
points out, “There are around 4,000
KFCs in the US and, in spite of Covid,
our stores are performing higher than
the average because our 69 store
group gives us economies of scale
– our food and labour cost structures
are well managed, the quality of our
product is consistent and we run a
good operation.”
But it’s the opportunity for growth that
excites Raziel and her team the most,
and us too for that matter.
Allan Wong Kam, the newly appointed
CFO for Southern California knows
a thing or two about KFC growth;
he was amongst the action during
the successful New Zealand store
transformation in the early 2000s.
And he’s across the numbers now too.
“There is a much lower level of
penetration in Southern California
compared with what we enjoy in
New Zealand. There’s so much scope
for a denser store footprint especially
when considering people in California
prefer to avoid the congested freeways
and stick to their immediate
neighbourhoods,” assures Allan.
Besides opening new stores in new
neighbourhoods, Restaurant Brands
will be on the look out for acquisition
opportunities to build critical mass.
The KFC franchise community in
California seems supportive of the
new franchisee in their midst. Indeed
the company is seen as the logical
acquirer of smaller franchises in the
state, many of which are owned by
operators fast approaching retirement.
Nancy Franco and Adiel Estrada are
both operations directors on Raziel’s
team and, with each having around 30
years experience with KFC, they both
know the Southern California market
back to front and inside out. They share
Raziel’s energy and enthusiasm for the
future growth of the business.
“We just put an offer in on a new store
today,” says Adiel, “I’m so excited about
this. We’ve got a great team with same
store sales growth but we’ve not had
any new restaurants coming on stream
to really make a difference. Now we’re
planning for three this year.”
There is so much
opportunity here
with KFC, the
business is crying
out for Restaurant
Brands’ visionary
growth mindset .
RAZIEL VALIENTE, CEO
We’re going to be
the Best in Class
2021 and go full
on to double this
business over the
next few years.
ADIEL ESTRADA
Right from the start Restaurant Brands’
New Zealand team of Russel Creedy,
Grant Ellis and Chairman, José Parés
made their mark on the Southern
Californian management. Nancy recalls
one of the earlier visits.
“They were so wonderful and warm –
they truly care about the business and
are family oriented. I learnt so much in
one day going around the stores.
Russel’s knowledge and ideas of how
to appeal to local tastes and to grow
our business was inspiring.”
Raziel remembers too how José spent
time talking to the frontline managers
and crew in Spanish and that made
everyone feel very special.
“37% of the population in Southern
California is Hispanic, yet marketing
has typically been slow to pick up on
that. José speaking in Spanish made
a big impression. I have no doubt now
that Restaurant Brands’ focus on the
customer will see us put more focus
on the Hispanic consumer. It’s a huge
opportunity here,” she says.
Raziel and her team are fired up for
sure with a new enthusiasm and hunger
for growth. Adiel, with the growth bit
between his teeth, went further.
“With Raziel and Restaurant Brands’
leadership, we’re taking this company to
the next level. We’re going to be Best in
Class in 2021 and go full on to double
this business over the next few years.”
Call it irrepressible American enthusiasm
or just healthy ambition, either way
Restaurant Brands’ growth strategy
continues with our South Californian
beachhead. We’ve been planning our
American expansion for some time and
now we’re in a unique position for further
acquisitions creating further critical
mass. It’s all part of the strategy. It never
was a dream.
F
i
n
g
e
r
l
i
c
k
i
n
’
g
r
o
w
t
h
GREATER
S
u
s
t
a
i
n
a
b
i
l
i
t
y
23
Annual Report 31 December 2020
22
Restaurant Brands New Zealand Limited
PURPOSE
PILLARS
STRATEGIC THEME
Caring about people and communitiesEnvironmental consciousnessLeading in food quality
An inclusive and
productive team
focused on wellbeing
Supporting our
communities
Waste
management
Resource
stewardship
Beyond
compliance
Ethical sourcing
A thriving business built on brands that our employees and customers love and trust
Each strategic theme has its own programmes, policies and key performance
indicators, so we can measure how we’re improving.
Let’s take a closer look.
Our journey to greater sustainability started in
2019, and we started well by developing a new
‘best practice’ sustainability framework for
operational and sustainability reporting, following
the GRI (Global Reporting Initiative) standards.
Over the past year we’ve refined that framework, establishing targets and incorporating
better sustainability processes into our day-to-day business practices. We’ve enhanced
our ability to measure our key targets, which helps us to continually improve our
sustainability. And we’ve built the benefits of that straight back into the business, making
it stronger.
Have we made as much progress as we’d like? No. But our response to the business
threat COVID-19 presented, had to take precedence. That said, the leadership team
remains positive and committed to embedding our sustainability gains and continually
making improvements.
Roll on 2021/22.
We established three key pillars to achieve our purpose.
Each pillar has two strategic themes:
$35,000
$200,000
25
Annual Report 31 December 2020
24
Restaurant Brands New Zealand Limited
We look forward to providing continued
support for organisations that break down
the barriers to quality education and under
privileged youth in New Zealand.
Total donations
These have increased from $0.3m to
$0.4m from 2019 to 2020. We aim to
continue growing this amount.
Food rescue
Where local circumstances permit, we
participate in food donation programmes,
donating dry goods and surplus food
waste. We are working with the
organisations involved in food rescue to
help increase their capacity, as they often
lack resources to deal with our volume.
Staff volunteer
Each Restaurant Brands division is
involved in volunteer work in their
communities, however COVID-19 put a
stop to this during the 2020 year. Whilst
we have no set policy or requirement for
volunteer community work, we actively
encourage it, and we are proud of the
volunteer work our teams do in their
communities during the year.
Local procurement
Wherever possible, our policy is
to purchase from local suppliers.
There are some constraints on this as
Australia, Hawaii and California are heavily
dependent on the Yum! supply chain.
However, our aim in the New Zealand
market is to purchase at least 80% of
our product locally.
How are we doing? For 2020, the
New Zealand division purchased 72%
from local suppliers based. (*Figures
based on % of local based suppliers
used, not on volume).
20202019
New Zealand5.26.3
Australia11. 910.0
Hawaii2.56.2
California5.2n/a
STRATEGIC THEME 2
Supporting our
communities
KEY PROGRAMMES
Community donations
The company has a number of key
community organisations it supports,
these include:
New Zealand
Surf Lifesaving
Graeme Dingle Foundation
St Johns Ambulance
Australia
Youth Foundation
Hawaii
The Taco Bell Foundation
Local work with literacy programmes
such as Book it.
TO THE MANAIAKALANI EDUCATION TRUST
TO THE BIRTHRIGHT NEW ZEALAND TRUST
TO FIRST FOUNDATION
$35,000
$20,000
STRATEGIC THEME 1
An inclusive and
productive team
focused on wellbeing
KEY POLICIES
A diverse and inclusive
work force
We want our business to embrace
diversity – so it includes people from
different social and ethnic backgrounds,
genders and age. (We report on gender
across the business on page 92 of the
corporate governance section).
Our target for the executive team and
board is a 40:40:20 split. With the recent
appointment of Raziel Valiente, our
California CEO, three of our nine Group
senior executive team is female (33%).
Our Board currently has one female
member. This will become two from
1 April 2021 with the appointment of a
new independent Director; Maria Elena
(Malena) Pato-Castel. Our Board will then
be 29% female.
Competitive remuneration
Our goal is to keep salary and wage levels
on or above market. Right across the
business, we benchmark market rates,
and use external assessors to make sure
we continue to offer competitive
remuneration.
Zero tolerance for forced
or underage labour
Our zero tolerance policy is not only in
effect across our organisation, it includes
our wider supply chain too. There were no
breaches of this policy in the last year that
we are aware of. We will remain vigilant to
ensure this continues.
Caring about
people and
communities
KEY PROGRAMMES
Job start
For many people, a job within Restaurant
Brands is their first – and we are proud of
that. Perhaps more importantly, we also
offer them the ability to develop a career.
There are no current targets set in this
area as we work towards setting up
reporting systems that allow us to better
capture the underlying information. Our
aim is to always be an employer that gives
people a start and an opportunity to grow
within the business.
Career progression
We support employees to develop skills
that allow them to move up a ‘job step’, or
move into a managerial role within a store.
In the last year, 372 people in New Zealand
and 237 people in Australia were able to
make a ‘job step’ move. We’re still refining
how we can measure ‘job step’ success
more accurately – watch this space.
Staff satisfaction
and wellbeing
We’ve implemented a net promoter score
(NPS) rating within surveys. Our aim is to
have > 75% satisfaction rating by 2022.
The company also provides staff welfare
grants to help staff through periods of
particular hardship.
We aim to keep staff turnover as low
as possible, and focus on improving
continuously in this area, so our turnover
is lower than industry standards.
Staff turnover as a % of average total
staff on a rolling annual basis:
20202019
New Zealand55.8%70.0%
Australia50.5%42.6%
Hawaii52.7%60.2%
California61.0% n/a
The impact of COVID-19 made 2020 a
difficult year to measure staff turnover,
however lower turnover in Hawaii and
New Zealand was pleasing.
Australia’s much younger workforce was
more heavily impacted by COVID-19,
resulting in a higher turnover last year.
We want Restaurant Brands to be an
employer of choice, and we’ll work hard
to reduce our turnover further below
industry standards.
Another key indicator of staff wellbeing
is the level of time lost to injuries. This
is measured in time lost to injuries per
million hours worked.
Ideally, we’d have no lost time injuries as
the safety of our employees is paramount;
so our target is always to reduce our lost
time injuries year on year. Here’s the
2019/2020 comparison:
Lost time injuries per million
hours worked
It’s disappointing to see an increase in
lost time injuries in Australia, and we’ll be
looking closely at that, however Hawaii
and New Zealand showed significant
improvements. We are also pleased to
see a low level of hours lost to injury
in California over the initial four month
period of our ownership.
Restaurant day programmes
for ‘above store’ staff
There’s nothing like real time experience
to give our support staff a better
appreciation of the hard work our front line
staff put in, so new support staff spend
time in our stores as part of their induction.
Whilst this is common practice, we’re
currently developing a more formal policy,
so ‘time on the front line’ is a mandatory
aspect of our on-boarding process.
Beneficiaries this year include:
In 2019, Restaurant Brands established
a ‘giving platform’ through The Gift trust,
a registered charity in New Zealand.
We’ve donated $200,000 to this in the
past two years.
d
o
n
a
t
e
d
i
n
t
h
e
p
a
s
t
t
w
o
y
e
a
r
s
27
Annual Report 31 December 2020
26
Restaurant Brands New Zealand Limited
STRATEGIC THEME 1
Beyond compliance
KEY POLICIES AND PROGRAMMES
Food safety and product
quality
We are audited internally by Yum! and we
must achieve very high results in the Food
Control Plan audits. We wouldn’t want it
any other way.
Our aim is to exceed an 85% standard
rating on the Yum! Standard - significantly
above the food safety standards
prescribed by local food safety regulations.
Here’s how we performed for the
2020 year:
Supply chain food safety
In Australia, Hawaii and California, Yum!
manages the supply chain, ensuring that
our suppliers maintain high levels of
compliance for food safety and quality.
In New Zealand, we test our own suppliers
to ensure they meet our high standards.
66% of our suppliers achieved the 85%
standard. The suppliers that didn’t achieve
85% still complied with the relevant
New Zealand food standards and we’ll
continue to work with them (and those that
did) to ensure they continue to improve
towards the 85% standard.
Fats / sodium / sugar
reporting
The amount of fats, sodium and sugar
in our food is currently available on our
brand website, but we are looking at how
we can better inform our customers of the
amounts of these, so the information is
more easily accessible.
Active reduction of fats /
sodium / sugar
Our New Zealand division works actively
to reduce the levels of fat, sodium and
sugar in our food. Sauce and mayo saw a
20% reduction in 2020 as a result of this
ongoing work. Our other divisions continue
to work with Yum! to promote ideas to
reduce the levels of these ingredients.
Hormone and steroid free
All our chicken is hormone and steroid
free. Our suppliers must comply with this
policy, to ensure our customers enjoy the
highest quality product.
Antibiotic use
Antibiotics are only used for illness in
the flock and only at levels that are not
significant in human medicines.
Food safety training
All staff must complete our food safety
training programme before they enter
a store. This is part of the store staff
induction programme as well as a
requirement for all other staff before
they spend time in a store.
Note: there were no food safety audits carried
out in California between 2 September and
31 December 2020.
2020
New Zealand98%
Australia85%
Hawaii93%
STRATEGIC THEME 2
Ethical sourcing
KEY POLICIES AND PROGRAMMES
Supplier audit programme
All suppliers are audited each year,
there are no exceptions and Restaurant
Brands requires 100% compliance with
this policy. New Zealand suppliers must
certify their products are ethically sourced.
The other divisions (Australia, Hawaii and
California) are part of the Yum! supply
chain and are therefore reliant on Yum!
initiatives to make sure that this Yum!
policy is maintained.
Animal welfare
Our policy is 100% compliance with
animal welfare standards, and all meat
suppliers must comply with this. For
New Zealand suppliers, we ensure
compliance with direct enquiry and
reviews. The other divisions rely on
Yum!’s supply chain controls.
Palm oil free
Restaurant Brand’s target is for no
products to contain palm oil. Over the
past few years, we have switched all
our cooking oils to soybean and canola
in New Zealand, Hawaii and Australia.
We are currently phasing out the last few
products that contain palm oil and we
expect to complete this by the end of
2021. We will work with our California
division to align with Restaurant Brands’
policy, over the upcoming year.
STRATEGIC THEME 2
Resource
stewardship
KEY POLICIES AND PROGRAMMES
Solar energy efficient stores
We are working on a pilot store that
utilises solar energy, and we hope to
have this running in 2021. Once it’s up
and running, we’ll measure the kilowatts
(kWh) of energy generated and used and
compare this to the amount of energy we
would have purchased. If that comparison
is favourable, we will instigate an
energy-efficient new store roll out
across the company.
Energy efficiency
We are currently calculating what
percentage of lights are full LED across
the Group. The target is to increase the
number of LED light fit outs by 25%
each year.
A second important energy efficiency
metric for the business is kWh of energy
used in electricity and gas per $ millions
of sales. The target is to reduce this year
on year with investment in items such as
upgraded fryers.
kWh of energy used per $million sales:
OUR TARGET:
A
c
h
i
e
v
e
d
Reduced plastics
Restaurant Brands has a ‘no plastics’
policy including no plastic straws, lids or
use of plastic bags. We eliminated plastic
bags from the New Zealand business in
June 2019, and we are investigating other
alternatives in the other divisions.
Waste reduction
Our target is to eventually recycle 100%
of our ‘back of house’ cardboard across
the business, and we have processes to
reduce the volume of compacted waste
going to landfill year on year. Currently we
are recycling 100% of our back of house
cardboard in New Zealand and Australia,
and 66% in Hawaii. California is currently
developing a process to monitor their back
of house recycling programme.
We are developing a data capturing
process so we can accurately assess the
current levels of waste being sent to
landfill. Once completed, we’ll establish a
target and timeframe to reduce this waste
and to ensure that all waste that does go
to landfill, is compacted.
Zero air freight
Our target is to reduce air freight by
10% each year.
We only use air freight when there is no
other supply alternative. This has been
more difficult this year, as the impact of
with COVID-19 has reduced some of our
supply choices.
We are putting processes in place to
accurately measure the portion of air
freighted inwards goods and these will
provide specific targets for the 2022 year,
and a benchmark we will aim to lower year
on year.
Low impact home delivery
Home delivery is becoming a significantly
bigger portion of our revenue stream, so
this area has taken on more importance.
We will continue to explore ways to reduce
the environmental impact of our deliveries.
Our target is that by 2022, all new pool
cars will be electric. We’re also aiming to
trial suitable electric delivery vehicles in
that year.
Sustainable fibres (paper
and cardboard)
Our target is to use 100% recycled paper
and cardboard in New Zealand, by 2024.
Sustainable uniforms
Our target is to have all uniforms made
from sustainable resources by 2022.
We are currently working through the
Yum! supply chain to ensure that this is
the case. To date our investigations have
revealed that all our uniforms are from
sustainable sources – we’re still checking.
Phase out plastic
straws and lids by 2025.
20202019
New Zealand (NZD)102,300109,000
Australia
(AUD)95,390 95.690
Hawaii
(USD)176,68017 7,433
New Zealand, Australia and Hawaii all
improved their energy efficiency from
2019, with the largest drop in usage in
New Zealand which was particularly
pleasing. We will work with California
to establish appropriate measures over
the coming year.
Environmental
consciousness
Leading in
food quality
STRATEGIC THEME 1
Waste
management
KEY POLICIES AND PROGRAMMES
Cooking oil recycling
We aim to recycle 100% of expired oil.
We have now achieved this target and will
ensure this is maintained.
KIWI
Total store sales were up $42.9 million to
$410.4 million due to the additional eight
weeks in the current year’s results, with the
prior December 2019 results only being
for 44 weeks due to a change in balance
date. If normalised for the extended
reporting period in FY20, store sales were
down approximately 5.5%, reflecting the
five week Government mandated full
lockdown of stores in March/April due to
the COVID-19 pandemic. Estimated lost
sales during the five week lockdown were
in excess of $40 million.
It was a great achievement for our
operations teams to navigate through the
COVID-19 Level 4 lockdown and reopen
safely and smoothly and then implement
three different operational procedures
based on alert levels ongoing. The
lockdown gave our teams an opportunity
to retrain staff with new standards raising
the bar in terms of safety and cleanliness
and we are seeing the benefit of these
through reduction in staff turnover number,
much higher training and operational
compliance scores through our external
restaurant audits.
Throughout the pandemic we have kept our
brands front and centre in the community.
KFC has continued its association with
the nations favourite winter sport with its
Super Rugby sponsorship but has also
added New Zealand’s favourite summer
sport in cricket and the Black Caps. All four
brands operating in New Zealand had
positive same store sales for the year with
New Zealand operations showing overall
same store sales growth of 5.3%. This was
driven through strong promotions and also
the introduction of new ways of making
it easier for customers to place orders,
including the launch of the new Pizza Hut
and KFC websites as well as expanded
delivery services.
KFC remains the key contributor to the
New Zealand operations. The brand once
again delivered a strong result with both
sales and profit performance well up on
last year’s reported results. This was
enhanced by expanding the KFC delivery
offer in more towns across the country as
well as the launching of a partnership
across all brands with Uber Eats. However
when compared to an annualised 2019
comparison, sales and EBITDA were down
due to the COVID-19 lockdown.
Carl’s Jr. same store sales were also
significantly up on last year due to some
successful product promotions including
the Sticky Pork Belly Big Angus Burger and
the Tex Mex Big Angus. There was also
continued positive impact from the use of
delivery providers such as Uber Eats.
With four Taco Bell stores now opened in
New Zealand this brand continues to gain
momentum delivering sales above
expectations, although margins were still
negative because of establishment costs.
Pizza Hut sales from company stores were
down on the prior year, reflecting a
reduction in company-owned store
numbers through the year with 16 stores
sold to independent franchisee operations.
EBITDA before G&A costs was $75.9 million,
up $8.0 million due to the comparative
reported period only covering 44 weeks.
However on an annualised basis EBITDA
was down by $4.4 million or 5.5%.
The drop in EBITDA before G&A on an
annualised basis arose from the five week
lockdown in New Zealand during March
and April.
137
4,582
STORES
STAFF
TOTAL SALES ($NZ m)
1917191820
410.4
367.5
421.4
419.8
400.0
FebDec
EBITDA ($NZ m)
19
17191820
75.9
67.9
76.5
76.4
71.2
FebDec
29
Annual Report 31 December 2020
28
Restaurant Brands New Zealand Limited
O
p
e
r
a
t
i
o
n
s
R
e
p
o
r
t
REINVESTMENT FOR
FUTURE GROWTH
NEW ZEALAND
The EBITDA margin for New Zealand was
18.5%, which is consistent with last year.
This was particularly pleasing given the
cost of the various lockdowns, both closing
down on short notice and re-opening at
different alert levels whilst ensuring we
were keeping our people and customers
safe. Furthermore the cost of the
company’s decision to retain all staff at
100% of their wages throughout the
March/April lockdown incurred a net cost
of over $500,000 per week above the
Government wage subsidy received.
The efforts in the last 12 months haven’t
gone unnoticed from our franchisors who
this year recognised some of the Pizza Hut
team at the APAC YUM! conference and
the Carls Jr. Takanini store was awarded
the Asia Pacific restaurant of the year.
We also commenced a partnership with
St John Ambulance through the Pizza Hut
brand, this has helped feed the front line
emergency responders throughout
2020 and into 2021.
As part of the continuing reinvestment in
the four brands, 11 stores received major
upgrades over the year.
Total company owned stores decreased
by 11 to 137 stores due to 16 Pizza Hut
stores being sold to franchisees during
the period. Partially off-setting the sale
of company owned Pizza Hut stores was
the opening of three new Taco Bell stores
in Shortland Street, Auckland, Lunn Ave,
Auckland, and Taupiri as well as one new
KFC store opened in central Christchurch.
There was also one KFC store in Kapiti
acquired from an independent franchisee.
The three new Taco Bell stores have added
over 90 jobs in those communities.
The New Zealand business has also
seen significant store reinvestment with
nine stores significantly remodeled over
the year and another 14 major store
refurbishments planned during FY21.
The full year impact of the major
refurbishments and the five new stores
completed during FY20, together with
continued high levels of marketing
expenditure will drive sales growth,
however increasing costs particularly
rising labour costs will continue to
put pressure on EBITDA margins.
There remains uncertainty around
COVID-19 with continued rolling
lockdowns occurring during the first
quarter of the new financial year.
However absent any COVID-19 impact,
sales and margin performance is
continuing on or above last year’s levels
for year to date and the New Zealand
operations are expected to deliver
another solid result.
31
Annual Report 31 December 2020
30
Restaurant Brands New Zealand Limited
The New Zealand business has also
seen significant store reinvestment
with nine stores significantly
remodeled over the year .
AUSSIE
O
p
e
r
a
t
i
o
n
s
R
e
p
o
r
t
70
TOTAL SALES ($NZ m)
1917191820
214.9
169.1
151.8
191.5
97.2
Feb
Feb
Dec
Dec
4,055
1917191820
29.4
25.2
22.0
29.1
15.0
EBITDA ($NZ m)
Sales are up by $45.8 million due to last
year’s reporting period only being for
44 weeks, sales were also up $15.1 million
or 7.5% on an annualised basis. This was
driven by the addition of six new stores
during the year as well as organic growth
from the existing stores and continued roll
out of the home delivery network. The
impact of the Taco Bell store roll out was
also positive, contributing over $6.0 million
in additional sales. The sales performance
from existing stores resulted in the same
store sales growth for the division of 2.0%
for the period.
Despite the strong overall sales results the
year has been particularly challenging with
temporary closure of 15 mall and in-line
stores for the majority of April due to a
COVID-19 lockdown.
The effects of the pandemic were felt
predominantly in the Sydney CBD
locations as work from home restrictions
came into place along with temporary
closure of malls during the initial breakout
in April. There were significant changes
in consumer behaviour putting greater
volume through drive-thru and delivery
channels, emphasising the importance
of our continued strategy on building an
omnichannel platform for both brands.
The KFC brand had made significant
headway on the home delivery format
pre-COVID-19 which allowed the business
to double the volume overnight. Further
work continues in this space where the
brand is developing strong equity in its
owned delivery channel format through
the KFC App. The Taco Bell brand has got
off to an encouraging start with traditional
channels as well as the development of
order kiosks and aggregator delivery
in partnership with DoorDash, Menulog
and Deliveroo.
Profitability also remained strong, with
EBITDA before G&A costs of $29.4 million
up $4.2 million due to the comparative
reported period only covering 44 weeks,
however on an annualised basis EBITDA
was down by $0.4 million or 1.3%. The
drop in EBITDA before G&A on an
annualised basis reflects the increased
costs associated with COVID-19
restrictions with mall stores closed for an
extended period, significant downturn in
the inner city trading as well as the long
term closure of the dine-in option.
As a percentage of sales, store EBITDA was
13.7%, which is down from 15.4% last year.
As noted above, this was a direct effect of
the various lockdown challenges combined
with rising costs through the company’s
supply chain. We have secured an industry
wage award for Taco Bell and KFC which
will help provide certainty on wage costs
going forward.
The year was closed out on a high note
with the franchisor recognising our very
own employee, Stacey McCarthy, as the
KFC Restaurant Manager of the Year
amongst nearly 700 of her peers. We
were also delighted to be recognised with
the area coach of the year, and the NSW
franchisee with greater than four
restaurants of the year.
As part of the continuing reinvestment
in the brands, six stores received major
upgrades over the year. There has also
been significant investment in digital
drive-thru menu boards and in-store kiosks.
Despite the challenging trading conditions
the division continued to investment in
building the portfolio of restaurants with the
two new Taco Bell drive-thru formats and
four KFCs of which two were drive-thrus.
The development of two new concepts
were completed in the year with a digital
experience facility and an internal
drive-thru facility both of which have
opened new growth opportunities for future
site selection. The pipeline for new
restaurants at the end of the year was
strong and an important part of the strategy
to build a successful Taco Bell brand in
NSW/ACT where speed to market is critical.
The investment in new stores and major
refurbishments is expected to continue
in the FY21 particularly with the Taco Bell
brand which expects to open 10 new
stores along with two new KFC stores.
Major refurbishments are also set to
continue for the KFC branded stores.
The acquisition of five restaurants has also
been completed in February 2021.
Although the ongoing impact of COVID-19
is hard to determine, the positive results
from the Australian operations are expected
to continue into the new financial year.
We will continue to gain the benefits of the
new store builds and refurbishments which
will help maintain the Groups’ positive
performance, although this will be somewhat
offset by continued cost pressures.
STORES
STAFF
33
Annual Report 31 December 2020
NEW STORES AND
REFITS DELIVER
32
Restaurant Brands New Zealand Limited
AUSTRALIA
Total store sales were up $46.2 million to
$215.1 million due to the additional eight
weeks in the current year’s results, with
the December 2019 results only being for
44 weeks due to a change in balance date.
If normalised for the extended reporting
period in FY20, store sales were up
$15.5 million or 7.8%.
With the shutdown of the Hawaiian
economy to tourism during the pandemic,
residents turned to trusted brands, with
Pizza Hut and Taco Bell filling those needs.
Therefore despite the lack of tourism
overall the Hawaii operations had same
store sales growth of 7.7%.
Pizza Hut in particular had a strong
increase in both sales and profitability.
Nationally, Pizza Hut pivoted to a safe food
handling and delivery message. While still
promoting value, ticket averages rose
significantly as customers ate as family
groups at home. Despite dine-in closures,
Hawaii Pizza Hut same store sales showed
an average 20% increase throughout
the pandemic.
Taco Bell’s national message promoted
family sized portions, while emphasising a
touchless drive-thru service. The closure of
all dine-ins however, did have a significant
impact on the brand’s sales. Although this
was partially offset by drive-thru sales
which increased dramatically, and also
increased ticket averages due to the
increase in family sized portions. Also at
the onset of the pandemic, Taco Bell
launched new aggregator services,
including Uber Eats and DoorDash,
which together with Grubhub, has seen
an approximate $0.4 million per month
increase in delivery sales. Overall these
initiatives have helped to reduce the impact
of the dine-in closures with same store
sales decreases limited to low single digits.
Profitability also remained strong, with
EBITDA before G&A costs of $33.5 million
up $10.7 million due to the comparative
reported period only covering 44 weeks, an
annualised basis EBITDA was up by $6.5
million or 24.1%. The increase in EBITDA
before G&A on an annualised basis was
driven primarily from the strong Pizza Hut
sales and profit performance.
As a percentage of sales, EBITDA was
15.6%, which is up from 13.5%. This
increase is also driven largely by the success
of the Pizza Hut brand over the last year,
whilst the Taco Bell EBITDA as a percentage
of sales has remained constant with last year.
In 2020, Hawaii Taco Bell had three stores,
(Kahului, Kihei and Lahaina – all stores in
Maui) led by area manager Genicar Failano,
make the Golden Bell list representing the
‘Best of the Best’ Taco Bell restaurants and
leaders in the US. Also store general
manager, Ruth Almazan, was a finalist in
the 2020 Restaurant General Manager of
the year for the counter service restaurant
category. While she ultimately was not
selected, we are very proud of her
achievements.
Total store numbers decreased by two to
72 with the closure of three stores as part
of the Pizza Hut strategy to close old
dine-in stores. This was offset with one
new store opening at Nanakuli. There
were also several major refurbishments
completed during the year as part of
the Group’s reinvestment strategy.
Whilst strong sales have continued through
the start of FY21, there remains uncertainty
around the impact of COVID-19 in
particular the timing on lessening restriction
on tourism. Despite this uncertainty sales
and margin performance is expected to
continue at last year’s levels for FY21
financial year with the Hawaii operations
expected to deliver another strong result.
72
TOTAL SALES ($NZ m)
1920
215.1
168.9
Dec
EBITDA ($NZ m)
HAWAIIAN
2,055
1819
182.7
167.5
Feb
1920
33.5
22.9
Dec
1819
23.7
24.1
Feb
STORES
STAFF
34
Restaurant Brands New Zealand Limited
35
Annual Report 31 December 2020
O
p
e
r
a
t
i
o
n
s
R
e
p
o
r
t
TIMELY PIVOT
PRODUCES RESULTS
HAWAII
The California business was acquired on
2 September 2020 the purchase of 59
KFC stores and 11 joint KFC / Taco Bell
stores. This was an important beach head
into the mainland US market.
Total sales for the four months of trading
were $51.9 million, significantly up on
expectations. This is despite the challenges
of COVID-19 which has restricted dine-in
for most of the period. The KFC family-
oriented menu, including the everyday
value of our $20 Fill Up and $30 Fill Up
offers, continued to resonate strongly
with customers. This together with a
strong focus around product and service
meant we were able to generate sales
significantly above expectations.
Profitability was also above expectation,
with EBITDA before G&A costs of $8.5
million. This was driven by the strong sales
which also helped deliver an EBITDA
before G&A as a percentage of sales
of 16.4%.
Three of our Restaurant General Managers
(RGM’s) were awarded KFC USA’s Best of
the Best Awards at the American KFC
Franchise (AKFCF) Convention held
in March 2021. The Annual Best of the Best
Awards go to the very best 40 RGMs across
the entire US and represent the top 1% of
stores in the KFC US franchise network.
The AKFCF Convention also saw the
KFC Shining Star award for diligence and
commitment to the KFC franchisee values
awarded to Raziel Valiente, Restaurant
Brands California’s Divisional CEO.
As with the other divisions the California
operations will look for opportunities to
widen the store network with three new
store builds planned for the FY21 year.
Whilst the uncertainty also continues in
the California market with restrictions still
in effect on store dining, the Company will
get the benefit of a full 12 months trading
in the FY21 year and is expecting the
California operations to contribute
significantly to sales and profitability
in FY21.
69
51.9
8.5
TOTAL SALES ($NZ m)
EBITDA ($NZ m)
1,381
STORES
STAFF
PERFORMANCE BEYOND
E X PE C TATIONS
36
Restaurant Brands New Zealand Limited
37
Annual Report 31 December 2020
CALIFORNIAN
O
p
e
r
a
t
i
o
n
s
R
e
p
o
r
t
CALIFORNIA
Board of Directors
José Parés
Chairman and Non-Executive
Director
Term of office
Appointed Director 1 April 2019
and appointed Chairman
10 July 2019. Last re-elected
2019 Annual Meeting
Board committees
Member of the Audit and
Risk Committee
José is the Chief Executive Officer
of Finaccess Capital. He is also
the Chairman of the Board and
an Executive Chairman of AmRest
Holdings SE. During his professional
career he has been director of the
Board of Crown Imports, Chicago, Il,
the Vice Chairman of the Board of
MMI, Toronto, Canada, director of the
Board of DIFA, Mexico and former
member of the Beer Chamber
of Mexico.
Previously, José worked for 19
years at Grupo Modelo (Mexico), in
various positions, including as the
Vice President of Marketing and
Sales International where he oversaw
growth of Grupo Modelo’s annual
revenues from USD 1 billion to
USD 3 billion.
José graduated from Universidad
Panamericana, Mexico (Business and
Finance) and completed his MBA at
ITAM, Mexico as well as the Business
D-1 Program at IPADE, Mexico and
Executive Programme at Wharton,
San Francisco.
Emilio Fullaondo
Independent Non-Executive
Director
Term of office
Appointed Director 1 April 2019.
Last re-elected 2019
Annual Meeting
Board committees
Chairman of the Audit and Risk
Committee, Member of the
Remunerations and Nominations
Committee and the Health and
Safety Committee
Emilio is a senior executive with over
23 years of experience in the beer
industry. Emilio worked in a number
of finance roles for Grupo Modelo,
including four years as Chief Financial
Officer. Following the acquisition of
Grupo Modelo by AB InBev in 2013,
Emilio oversaw significant cultural
and organisational changes at AB
InBev (Mexico) as Vice President,
Human Resources (to 2017) and
Vice President, Projects until his
resignation in January 2019.
Emilio is currently a director and
Chairman of the Audit and Control
Committee of AmRest Holdings SE.
Emilio graduated from ITAM, Mexico
(Public Accountant) and completed
his MBA at the same institution as
well as the Executive Management
(AD) Program at IPADE, Mexico.
Carlos Fernández
Non-Executive Director
Term of office
Elected Director 10 July 2019
Over the last 30 years, Carlos
Fernandez has held positions in
various business sectors. He was the
CEO (1997-2013) and Chairman of
the Board of Directors (2005-2013)
of Grupo Modelo. From the time he
was named CEO, up to 2013, this
group consolidated its position as the
leading brewing company in Mexico,
the seventh biggest worldwide and
the world’s biggest beer exporter.
He has also served on the boards of
national and international companies,
including Anheuser-Busch (US),
Emerson Electric Co. (US), Seeger
Industrial (Spain), Grupo Televisa
(Mexico), Crown Imports Ltd. (US),
Inbursa (Mexico) and Mexican
Stock Exchange (Bolsa Mexicana
de Valores). He has served on the
advisory board of Grupo Modelo
and has also been a member of the
international advisory board at Banco
Santander, S.A. and a director of
Grupo Financiero Santander Mexico
S.A.B de C.V.
Carlos is currently Chairman of the
Board of directors of Grupo Finaccess
S.A.P.I. de C.V. – a company of which
he was founder. As well as New
Zealand, the company is also active
in Mexico, Europe, Asia and the US.
He is also a Proprietary director of
AmRest Holdings SE, S.A. and a
non-executive director of Inmobiliaria
Colonial, S.A.
Carlos is an industrial engineer
and has also studied on senior
management programmes at the
IPADE Business School (Instituto
Panamericano de Alta Direccion
de Empresa).
Luis Miguel Álvarez
Non-Executive Director
Term of office
Elected Director 10 July 2019
Board committees
Member of the Remunerations and
Nominations Committee
Luis Miguel is a Board Member, Audit
Committee Member and Investment
Committee Member of Finaccess,
S.A.P.I. de C.V. (since 2013). He is also
the Founder & CEO of Compitalia, S.A.
de C.V., a family investment company
business which primarily invests
directly in target companies through
equity holdings and real estate
investments, primarily in sectors such
as: energy, restaurants, real estate
projects and financial funds.
For over 25 years Luis Miguel
occupied different positions within
several Grupo Modelo entities
(including the Vertical Companies
director of Grupo Modelo, S.A.B. de
C.V., President & General Manager
of Gmodelo Agriculture, LLC., Idaho
Falls, Idaho, Vice President & General
Manager of Gmodelo Agriculture, Inc.).
During his time at Grupo Modelo, Luis
Miguel held various board positions
within the group, including: Alternate
Board Member and Executive
Committee Member of Grupo Modelo,
S.A.B. de C.V., Board Member and
Executive Committee Member of
InteGrow Malt, LLC., as well as Board
Member of Impulsora Agricola, S.A.
and International CO2 Extraction LLC.
Luis Miguel is currently a Proprietary
director of AmRest Holdings SA and a
Board member of other private and
not for profit organisations.
Stephen Ward
Independent Non-Executive
Director
Term of office
Elected Director 10 July 2019
Board committees
Chairman of the Remunerations
and Nominations Committee,
Member of the Audit and Risk
Committee and the Health and
Safety Committee
Stephen Ward is a professional
director with diverse corporate
governance experience in
New Zealand and Australia together
with extensive expertise as a
corporate and commercial lawyer
in New Zealand.
Stephen is a non-executive director
of Sydney Airport Limited and the
Chair of its Safety, Security and
Sustainability Committee. Stephen
is the non-executive Chair of
SecureFuture Wiri Limited. He is
the Deputy Chair of the National
Provident Fund Trust Board and Chair
of its Audit and Risk Committee.
Stephen is also a non-executive
director of TCF Commercial
Finance New Zealand Limited and
Renaissance Holdings (NZ) Limited.
Stephen is the Independent Chair of
the Advisory Council for the Financial
Dispute Resolution Service. He holds
voluntary positions on the Boards
of Wellington Free Ambulance, and
The Life Flight Trust.
Stephen holds an LLB from the
University of Canterbury, is a member
of the New Zealand Law Society
and is a Chartered Member of the
New Zealand Institute of directors.
Malena Pato-Castel
Independent Non-Executive
Director
Term of office
Appointed Director 1 April 2021
Malena has over 33 year of
experience in the Fast Moving
Consumer Goods and Retail
Hospitality industries in the US and
Europe, including senior regional roles
at Unilever and Yum! Brands. Prior
to her retirement from the company
in 2020, Malena spent nine years
in various roles at AmRest Holdings
SE (six of which as a member of
the AmRest Exec Committee). Her
appointments included President
for AmRest Spain and, most recently
Chief Proprietary Brands Officer with
responsibilities extending across
markets in Spain, China, France,
Portugal and Germany.
Malena served on the board of
various Yum! Brands subsidiaries that
operated Pizza Hut and KFC stores in
Spain and has extensive experience
as an owner/operator of KFC branded
restaurants in Europe as a co-founder
and managing director of a restaurant
operating company that grew from 14
to more than 130 restaurants prior to
being acquired by AmRest.
Melena is fluent in English, French
and Spanish and holds a Business
Administration and Management
(ADE) degree from the ICADE School
of Business and Economics.
Huei Min (Lyn) Lim MNZM
Independent Non-Executive Director
Term of office
Elected Director 10 July 2019
Board committees
Chairman of the Health and Safety
Committee, Member of the Audit
and Risk Committee and the
Remunerations and Nominations
Committee
Lyn Lim has diverse board and
committee Chair experience and
is culturally competent. She is
experienced in investment structures,
risk management, HR, HSW, AML,
dispute management and compliance.
She is on the Boards of General
Capital Limited and Auckland
Regional Amenities Funding Board.
She is also a trustee of the Asia
New Zealand Foundation and
Middlemore Foundation.
Lyn has served on the Boards of
the AUT, New Zealand Shareholders’
Association, Public Trust (and
chaired the Human Resources and
Remuneration Committee), the
New Zealand China Trade Association,
the Hong Kong and New Zealand
Business Association, was the Chair
of the New Zealand Chinese Youth
Trust and held the positions of Trustee,
Deputy Chair and Chair of Foundation
North (the biggest and leading
philanthropic entity in New Zealand).
She has been a member of ANZ
Private Bank External Advisory Board
and has served as a council member of
the Auckland District Law Society Inc.
Lyn holds an LLB (Hons) from the
University of Canterbury and has 30
years of legal practice specialising in
commercial, corporate and governance
issues and dispute resolution.
In 2017, Lyn was appointed as a
Member of the New Zealand Order of
Merit for her services to New Zealand-
Asia relations and governance. Lyn is a
Chartered Member of the New Zealand
Institute of
Directors, a member of
the New Zealand Law Society and a
member and Vice Chair of the Women
in Business Committee of the Inter-
Pacific Bar Association.
39
Annual Report 31 December 2020
38
Restaurant Brands New Zealand Limited
J
o
s
é
E
m
i
l
i
o
C
a
r
l
o
s
L
u
i
s
L
y
n
S
t
e
p
h
e
n
M
a
l
e
n
a
41
Annual Report 31 December 2020
40
Restaurant Brands New Zealand Limited
Consolidated income statement
for the year ended 31 December 2020
$NZ000’s
31 Dec 2020
52 weeks
vs Prior
%
31 Dec 2019
44 weeks
Sales
Total New Zealand sales410, 39 9
11. 7367,521
Total Australia sales214,923
2 7.1169,10 5
Total Hawaii sales215 ,113 27.4 168 ,915
Total California sales51, 924
n/a–
Total sales892,359 26.5705, 5 41
Other revenue32,369 15 .128 ,125
Total operating revenue924,728
26.0733,666
Cost of goods sold(761,695)(29.6)(587,874)
Gross margin163,033 11. 8145,792
Distribution expenses ( 7,13 8 )
(79.5)(3,976)
Marketing expenses(48,344)
(22.3)(39,524)
General and administration expenses(45,595)
(36.9)(33,306)
Government grants22,013
n/a–
Other items(8,777)(90.2)(4,616)
Operating profit 75 ,192 16.864,370
Financing expenses(30,220)
(40.8)(21,464)
Net profit before taxation44,972 4.842,906
Taxation expense (14,034)(9.5)(12, 815)
Net profit after taxation (NPAT)30,938
2.830,091
% sales% sales
EBITDA before G&A
Total New Zealand75,856 18.511.767,907 18.5
Total Australia29,408 13.716.725,202 15.4
Total Hawaii33,547 15.646.722,865 13. 5
Total California8 , 516 16.4n /a– n/a
Total EBITDA before G&A147, 327 16.527.0115 , 9 74 16.4
Ratios
Net tangible assets per security (net tangible assets
divided by number of shares) in cents(26.2)9.9
Cost of goods sold are direct costs of operating stores: food, paper, freight, labour and store overheads. Distribution expenses are costs of distributing
product from store. Marketing expenses are order centre, advertising and local store marketing expenses. General and administration expenses (G&A)
are non-store related overheads.
Consolidated income statement
for the year ended 31 December 2020
annualised unaudited results for 52 weeks - based on audited 44 week period results
$NZ000’s
Reported
31 Dec 2020
Audited
52 weeks
Annualised
31 Dec 2019
Unaudited
52 weeks
Annualised
% change
Reported
31 Dec 2019
Audited
44 weeks
Sales
Total New Zealand sales410, 39 9 434,343
(5.5)367,521
Total Australia sales214,923 199,852
7.5169,10 5
Total Hawaii sales215 ,113 199,626 7.8 168 ,915
Total California sales51, 924 –
n/a–
Total sales892,359 833,821 7.0705, 5 41
Other revenue32,369 33,239 (2.6)28 ,125
Total operating revenue924,728 867,060
6.7733,666
Cost of goods sold(761,695)(694,760)(9.6)(587,874)
Gross margin163,033 172 , 30 0 (5.4)145,792
Distribution expenses ( 7,13 8 )(4,699)
( 51. 9 )(3,976)
Marketing expenses(48,344)(46,710)
(3.5)(39,524)
General and administration expenses(45,595)(39,365)
(15. 8)(33,309)
Government grants22,013 –
n/a–
Other items(8,777)(5,455)(60.9)(4,616)
Operating profit 75 ,192 76,072 (1.2)64,370
Financing expenses(30,220)(25,367 )
(19 .1)(21,464)
Net profit before taxation44,972 50,706 (11. 3 )42,906
Taxation expense (14,034)(15 ,145)7.3(12, 815)
Net profit after taxation (NPAT)30,938 35,562
(13.0)30,091
EBITDA before G&A
Total New Zealand75,856 80,253 (5.5)67,907
Total Australia29,408 29,784
(1.3)25,202
Total Hawaii33,547 27,023 24 .1 22,865
Total California8 , 516 –
n/a–
Total EBITDA before G&A147, 327 137,0 6 0
7.5115 , 9 74
1 The annualised December 2019 figures are an arithmetic calculation grossing up the 44 week audited results to reflect an equivalent
52 week period. This has been done for illustrative purposes only.
1
43
Non-GAAP financial measures
for the year ended 31 December 2020
The Group results are prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”) and comply
with New Zealand International Financial Reporting Standards (“NZ IFRS”). These financial statements include non-NZ GAAP financial
measures that are not prepared in accordance with NZ IFRS. The non-NZ GAAP financial measures used in this document are as
follows:
1. EBITDA before G&A, NZ IFRS 16 and other items. The Group calculates Earnings Before Interest, Tax, Depreciation and
Amortisation (“EBITDA”) before G&A (general and administration expenses) and other items by taking net profit before taxation
and adding back (or deducting) financing expenses, other items, depreciation, amortisation and G&A.
2. Total NPAT excluding the impact of NZ IFRS 16. Total Net Profit After Taxation (“NPAT”) excluding the impact of NZ IFRS 16
is calculated by taking profit after taxation attributable to shareholders and adding back (or deducting) lease items whilst also
allowing for any tax impact of those items. This measure reflects the performance of the business, excluding costs associated
with the adoption of NZ IFRS 16 and is considered a useful measure to assist with understanding the financial performance of
the Group.
3. Capital expenditure including intangibles. Capital expenditure including intangibles represents additions to property, plant and
equipment and intangible assets. This measure represents the amount of reinvestment in the business and is therefore a useful
measure to assist with understanding the financial position of the Group.
The Group believes that these non-NZ GAAP measures provide useful information to readers to assist in the understanding of the
financial performance and position of the Group but that they should not be viewed in isolation, nor considered as a substitute for
measures reported in accordance with NZ IFRS. Non-NZ GAAP measures as reported by the Group may not be comparable to
similarly titled amounts reported by other companies.
The following is a reconciliation between these non-NZ GAAP measures and net profit after taxation:
$NZ000’s Note* 31 Dec 202031 Dec 2019
EBITDA before G&A, NZ IFRS 16 and other items 1147, 327 115 , 9 74
Depreciation(33, 812)(25,250)
Net loss on sale of property, plant and equipment (included in depreciation)(276)(106)
Lease deprecation(30,908)(22,395)
Lease costs44,919 32,369
Amortisation (included in cost of sales)(2,740)(2,17 8)
General and administration costs - area managers, general managers and support centre(4 0 , 541)(29,428)
Other income615 722
Other expenses(9,392)(5,338)
EBIT75 ,192 64,370
Financing expenses(30,220)(21,464)
Net profit before taxation 44,972 42,906
Taxation expense(14,034)(12, 815)
Net profit after taxation30,938 30,091
Add back IFRS 16 impact9,741 6,076
Taxation expense on IFRS 16 impact(2,737 )(1,547 )
Total NPAT excluding the impact of NZ IFRS 16
237, 942 34,620
*
Refers to the list of non-GAAP measures as listed above.
Financial statements December 2020
ContentsPage
Directors’ statement44
Consolidated statement of comprehensive income45
Consolidated statement of changes in equity46
Consolidated statement of financial position47
Consolidated statement of cash flows48
Notes to and forming part of the financial statements51
Restaurant Brands New Zealand Limited is pleased to present its financial statements.
The results for the year ended 31 December 2020 as compared to the 44 week period ended 31 December 2019.
Note disclosures are grouped into five sections which the Directors consider most relevant when evaluating the financial performance
of the Group.
SectionNote Reference
Performance1-3
Funding and equity4-7
Working capital8 -12
Long term assets13 -15
Other notes16-28
Significant accounting policies which are relevant to an understanding of the financial statements and which summarise the
measurement basis used are provided throughout the notes and are denoted by the highlighted text surrounding them.
Annual Report 31 December 2020
42
Restaurant Brands New Zealand Limited
Annual Report 31 December 2020
44
Restaurant Brands New Zealand Limited
45
Directors’ statement
for the year ended 31 December 2020
The Directors of Restaurant Brands New Zealand Limited (Restaurant Brands) are pleased to present the financial statements for
Restaurant Brands and its subsidiaries (together the Group) for the year ended 31 December 2020 contained on pages 45 to 79.
Financial statements for each financial period fairly present the financial position of the Group and its financial performance and cash
flows for that period and have been prepared using appropriate accounting policies, consistently applied and supported by reasonable
judgments and estimates and all relevant financial reporting and accounting standards have been followed.
Proper accounting records have been kept that enable, with reasonable accuracy, the determination of the financial position of the
Group and facilitate compliance of the financial statements with the Financial Markets Conduct Act 2013.
Adequate steps have been taken to safeguard the assets of the Group to prevent and detect fraud and other irregularities.
The Directors hereby approve and authorise for issue the financial statements for the year ended 31 December 2020.
For and on behalf of the Board:
José Parés Emilio Fullaondo
Chairman Director
Date: 25 February 2021 Date: 25 February 2021
Consolidated statement of comprehensive income
for the year ended 31 December 2020
$NZ000’s Note 31 Dec 202031 Dec 2019
Store sales revenue1,2892,359 705,541
Other revenue
1,232,369 28 ,125
Total operating revenue924,728 733,666
Cost of goods sold(761,695)(587,874)
Gross profit163,033 145,7 92
Distribution expenses( 7,13 8 )(3,976)
Marketing expenses(48,344)(39,524)
General and administration expenses(45,595)(33,306)
Government grants
222,013 –
Other income
2615 722
Other expenses
2(9,392)(5,338)
Operating profit
175 ,192 64,370
Financing expenses
4(30,220)(21,464)
Profit before taxation44,972 42,906
Taxation expense
16(14,034)(12, 815)
Profit after taxation attributable to shareholders 30,938 30,091
Other comprehensive income:
Exchange differences on translating foreign operations( 7, 874)1,707
Derivative hedging reserve(596)(1,473)
Income tax relating to components of other comprehensive income10 217
Other comprehensive income for the period, net of tax(8,460)4 51
Total comprehensive income for the period attributable to shareholders22,478 30,542
Basic earnings per share from total operations (cents)
324.80 24 .12
Diluted earnings per share from total operations (cents)
324.80 24 .12
The accompanying accounting policies and notes form an integral part of the financial statements.
47
Annual Report 31 December 2020
46
Restaurant Brands New Zealand Limited
Consolidated statement of changes in equity
for the year ended 31 December 2020
$NZ000’s Note
Share
capital
Foreign currency
translation
reserve
Derivative
hedging reserve
Retained
earningsTotal
For the 44 week period ended
31 December 2019
Balance at the beginning of the period154,565 (1,871)(480)72,456 224,670
Adoption of NZ IFRS 16– – – (47,218)(47, 218)
Restated balance at the beginning of
the period154,565 (1,871)(480)25,238 177, 452
Profit after taxation attributable to
shareholders – – – 30,091 30,091
Other comprehensive income
Movement in foreign currency translation
reserve – 1,707 – – 1,707
Movement in derivative hedging reserve– – (1,256)– (1,256)
Total other comprehensive income– 1,707 (1,256) – 451
Total comprehensive income – 1,707 (1,256)30,091 30,542
Balance at the end of the period
7154,565 (164)(1,736) 55,329 207, 994
For the year ended 31 December 2020
Balance at the beginning of the period154,565 (164)(1,736)55,329 207, 994
Comprehensive income
Profit after taxation attributable to
shareholders–– – 30,938 30,938
Other comprehensive income
Movement in foreign currency translation
reserve–( 7,874)–– ( 7, 874)
Movement in derivative hedging reserve – –(586) – (586)
Total other comprehensive income – ( 7, 874)(586) – (8,460)
Total comprehensive income – ( 7, 874)(586)30,938 22,478
Balance at the end of the period
7154,565 (8,038)(2,322)86,267 230,472
The accompanying accounting policies and notes form an integral part of the financial statements.
Consolidated statement of financial position
as at 31 December 2020
$NZ000’s Note 31 Dec 202031 Dec 2019
Non-current assets
Property, plant and equipment
13228,709 175,781
Right of use assets
14508,508 353,937
Sub-lease receivable1,14 4 1,029
Intangible assets
15321,863 249,14 0
Deferred tax asset
1639,658 36,353
Total non-current assets1,099,882 816,240
Current assets
Inventories
816,607 12,415
Trade and other receivables
912 ,15 3 9,528
Income tax receivable5,271 1,546
Cash and cash equivalents
1035,666 34,965
Held for sale – assets
11551 –
Held for sale – assets for stores developed for sale
112,833 5,210
Total current assets73,081 63,664
Total assets1,17 2 , 9 6 3 879,904
Equity attributable to shareholders
Share capital
7154,565 154,565
Reserves
7(10,360)(1,900)
Retained earnings86,267 55,329
Total equity attributable to shareholders230,472 207,994
Non-current liabilities
Provisions
173 ,711 3,687
Deferred income
18250 328
Loans
4228,340 52,748
Lease liabilities
145 6 3 , 211 4 0 4 ,120
Derivative financial instruments
52,698 2,217
Total non-current liabilities798,210 4 6 3 ,10 0
Current liabilities
Loans
4 8,058 101,578
Income tax payable6,681 3,563
Trade and other payables
12101,589 78,791
Provisions
171,608 1,584
Lease liabilities
1423,826 20,963
Deferred income
18538 77
Held for sale – liabilities
11230 –
Held for sale – liabilities for stores developed for sale111,751 2,254
Total current liabilities144,281 208,810
Total liabilities942,491 671,910
Total equity and liabilities1,17 2 , 9 6 3 879,904
The accompanying accounting policies and notes form an integral part of the financial statements.
49
Annual Report 31 December 2020
48
Restaurant Brands New Zealand Limited
Consolidated statement of cash flows
for the year ended 31 December 2020
$NZ000’s Note 31 Dec 202031 Dec 2019
Cash flows from operating activities
Cash was provided by/(applied to):
Receipts from customers924,910 734,263
Receipts from Government grants
222,013 –
Payments to suppliers and employees(786,882)(609,579)
Interest paid (6,525)(5,370)
Interest paid on leases
14(23,752)(16 , 351)
Payment of income tax(17,909)(15,338)
Net cash from operating activities111, 8 5 5 87,625
Cash flows from investing activities
Cash was (applied to)/provided by:
Acquisition of business
26(122,002)(647 )
Payment for intangibles(1,958)( 4 , 911)
Purchase of property, plant and equipment(58,589)(54,772)
Proceeds from disposal of property, plant and equipment4, 451 555
Landlord contributions received125 105
Net cash used in investing activities(177, 973)(59,670)
Cash flows from financing activities
Cash was provided by/(applied to):
Proceeds from loans710,217 265,345
Repayment of loans(615,443)(257,521)
Payments for lease principal
14(21,167 )(16,019)
Net cash from financing activities73,607 (8 ,195)
Net increase in cash and cash equivalents7, 489 19,760
Cash and cash equivalents at beginning of the period34,965 15,034
Opening cash balances acquired on acquisition 147 3
Foreign exchange movements(6,935)168
Cash and cash equivalents at the end of the period35,666 34,965
Cash and cash equivalents comprise:
Cash on hand
10612 462
Cash at bank
1035,054 34,503
35,666 34,965
The accompanying accounting policies and notes form an integral part of the financial statements.
Consolidated statement of cash flows (continued)
for the year ended 31 December 2020
$NZ000’s 31 Dec 202031 Dec 2019
Reconciliation of profit after taxation with net cash from operating activities
Total profit after taxation attributable to shareholders30,938 30,091
Add items classified as investing/financing activities:
Loss/(gain) on disposal of property, plant and equipment1,958 3,590
1,958 3,590
Add/(less) non-cash items:
Depreciation64,996 47,646
Lease termination(210)(301)
Increase/(decrease) in provisions124 (67)
Amortisation of intangible assets5,800 3,959
Impairment on property, plant and equipment(141)(660)
Net increase in deferred tax asset(4,330)(3 ,18 7 )
66,239 47,390
Add/(less) movement in working capital:
(Increase) in inventories(3,633)(2,166 )
(Increase)/decrease in trade and other receivables(74)645
Increase in trade and other payables15,972 7,629
Increase in income tax payable455 446
12,720 6,554
Net cash from operating activities111, 8 5 5 87,625
Reconciliation of movement in term loans
Opening balance154,326 145,853
Net cash flow from financing activities94,775 7,824
Foreign exchange movement(12,703)649
Closing balance236,398 154, 326
The accompanying accounting policies and notes form an integral part of the financial statements.
51
Annual Report 31 December 2020
50
Restaurant Brands New Zealand Limited
Notes to and forming part
of the financial statements
for the year ended 31 December 2020
Note Page
Basis of preparation 51
Performance 53
1. Segmental reporting 53
2. Revenue and expenses 55
3. Earnings per share 57
Funding and equity 57
4. Loans 57
5. Derivatives and hedge accounting 59
6. Financial risk management 60
7. Equity and reserves 62
Working capital 63
8 Inventories 63
9. Trade and other receivables 63
10. Cash and cash equivalents 64
11. Held for sale – assets and liabilities for stores developed for sale 64
12. Trade and other payables 64
Long term assets 65
13. Property, plant and equipment 65
14. NZ IFRS 16 – Leases 67
15. Intangibles 68
Other notes 71
16. Taxation 71
17. Provisions 73
18. Deferred income 74
19. Related party transactions 74
20. Commitments 74
21. Contingent liabilities 75
22. Subsequent events 75
23. New standards and interpretations 75
24. Fees paid to auditor 75
25. Donations 75
26. Business combinations 76
27. COVID-19 77
28. Deed of Cross Guarantee 78
Basis of preparation
for the year ended 31 December 2020
Reporting entity
The reporting entity is the consolidated group (the “Group”) comprising the economic entity Restaurant Brands New Zealand
Limited (the “Company”) and its subsidiaries. Restaurant Brands New Zealand is a limited liability company incorporated and
domiciled in New Zealand. The principal activity of the Group is the operation of quick service and takeaway restaurant concepts
in New Zealand, Australia, California and Hawaii (including Saipan and Guam).
Restaurant Brands New Zealand Limited is registered under the Companies Act 1993 and is a FMC reporting entity under Part 7 of
the Financial Markets Conduct Act 2013. The address of its registered office is Level 3, Building 7, Central Park, 666 Great South
Road, Penrose, Auckland.
The Company is listed on the New Zealand Stock Exchange (“NZX”) and the Australian Securities Exchange (“ASX”). The Group is
designated as a for-profit entity for financial reporting purposes.
Subsidiaries of the Company are as follows:
Name Nature
Restaurant Brands Limited Restaurant operating
Restaurant Brands Australia Pty Limited Restaurant operating
QSR Pty Limited Restaurant operating
Taco Aloha Inc. Restaurant operating
Hawaii Pizza Hut Inc. Restaurant operating
Pizza Hut of Guam, Inc. Restaurant operating
Pizza Hut of Saipan, Inc. Restaurant operating
TB Guam Inc. Restaurant operating
RBD California Restaurant Limited Restaurant operating
RBD US Holdings Limited Investment holding
Pacific Island Restaurants Inc. Investment holding
TD Food Group Inc. Investment holding
RB Holdings Limited Investment holding
RBP Holdings Limited Investment holding
RBDNZ Holdings Limited Investment holding
RBN Holdings Limited Investment holding
Restaurant Brands Australia Holdings Pty Limited Investment holding
Restaurant Brands Properties Limited Property holding
Restaurant Brands Nominees Limited Employee share option plan trustee
Restaurant Brands Pizza Limited Non-trading
Basis of preparation
The financial statements of the Group have been prepared in accordance with:
• New Zealand Generally Accepted Accounting Practice (“NZ GAAP”)
• Part 7 of the Financial Markets Conduct Act 2013
• NZX Main Board Listing Rules
They comply with New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”), NZ IFRIC interpretations,
and other applicable Financial Reporting Standards, as appropriate for a for-profit entity. The financial statements comply with
International Financial Reporting Standards (“IFRS”) as issued by the IASB.
The measurement basis adopted in the preparation of these financial statements is historical cost, modified by the revaluation of
certain investments and financial instruments as identified in the accompanying notes. The financial statements are presented in
New Zealand dollars, rounded where necessary to the nearest thousand dollars. The 31 December 2019 results are for 44 weeks
due to a change in balance date to align with Global Valar S.L. our majority shareholder. Therefore the current period is not directly
comparable to the prior period.
The principal accounting policies applied in the preparation of these financial statements are set out in the accompanying notes
including where an accounting policy choice is provided by NZ IFRS, is new or has changed (refer note 23), is specific to the
Group’s operations or is significant or material.
These policies have been consistently applied to all the periods presented, unless otherwise stated.
53
Annual Report 31 December 2020
52
Restaurant Brands New Zealand Limited
Basis of preparation (continued)
for the year ended 31 December 2020
To ensure consistency with the current period, comparative figures have been restated where appropriate. Within the consolidated
statement of financial position and the associated notes to the financial statements, the comparative ‘right of use asset’ has
decreased by $2.2 million with a corresponding increase of $2.2 million in the comparative ‘held for sale – assets for stores
developed for sale’ figure (‘new stores developed for sale’ in the comparative year) in order to correctly classify the right of use
assets relating to the held for sale stores. An accompanying change has also been made to liabilities, with a $2.3 million decrease
in the comparative ‘lease liabilities’ figure and the insertion of a new line ‘held for sale – liabilities for stores developed for sale’ with
a $2.3 million comparative balance in order to correctly classify the lease liabilities relating to the held for sale stores. A further
change was made to the comparative ‘lease liabilities’ figure in order to correctly classify the Group’s make good provision, which
was included in this line but has been moved to ‘provisions’. This led to a $3.0 million increase in the comparative ‘provisions’
balance (‘provisions for employee entitlements’ in the comparative year) and an associated $3.0 million decrease in the comparative
liabilities’ figure. The ‘provisions for employee entitlements’ line was renamed to ‘provisions’ in line with this change. The overall
effect on the comparative ‘lease liabilities’ figure is a decrease of $5.3 million. Within the consolidated statement of cash flows
and associated notes forming part of the financial statements, the comparative ‘cash on hand’ figure has been decreased by
$1.2 million with a corresponding increase of $1.2 million to ‘cash at bank’ in order to correctly reclassify cash in transit.
The overall effect on the total ‘cash and cash equivalents’ figure is nil.
These audited financial statements were authorised for issue on 25 February 2021 by the Board of Directors who do not have
the power to amend after issue.
Use of non-GAAP measures within the financial statements
The financial statements include non-GAAP financial measures that are not prepared in accordance with NZ IFRS. The non-GAAP
financial measures used in the financial statements are referenced below along with an explanation as to why these measures
provide relevant and reliable information for investors and how the Group uses the information internally:
• Operating profit before NZ IFRS 16 – Operating profit before NZ IFRS 16 is used by the company to review the underlying
operating profit without the non-cash adjustment relating to the NZ IFRS 16 – Leases. This is how many of the external users
of the financial statements also view the operations of the business.
• Operating profit before NZ IFRS 16 and other items – Operating profit before NZ IFRS 16 and other items provides the
underlying performance of the business by removing the non-cash effect of NZ IFRS 16 and also the non core business items
as identified in note 2, effecting the business to provide information about the underlying financial performance of the Group.
This is an important measure used by management and other users of the financial statements.
• EBITDA – Earnings Before Interest, Tax, Depreciation and Amortisation is a key business measure that provides information
on the business on a cash basis before funding and tax costs. This is a key measure used by the banks, with the Group’s debt
covenants based on this figure, and also is a key assumption within the impairment testing because it reflects how management
evaluate and manage the performance of its cash generating units.
• EBITDA before NZ IFRS 16 and other items – This is another key measure used by the banks in the Group’s debt covenants as
it adjusts EBITDA to a cash basis for leases and removes other non core business as usual other income and expense items as
defined below.
• EBITDA before general and administrative expenses, NZ IFRS 16 and other items – The Group calculates Earnings Before
Interest, Tax, Depreciation and Amortisation (“EBITDA”) before G&A (general and administration expenses) and other items by
taking net profit before taxation and adding back (or deducting) financing expenses, other items, depreciation, amortisation and
G&A. The Group also refers to this measure as Concept EBITDA before G&A and other items. This measure provides the results
of the Group’s core operating business and excludes those costs not directly attributable to stores. This is believed to be a useful
measure to assist in the understanding of the financial performance of the Group.
• Net profit after taxation excluding NZ IFRS 16 – This calculated by taking profit after taxation attributable to shareholders
and adding back (or deducting) lease items whilst also allowing for any tax impact of those items. This measure reflects the
performance of the business, excluding costs associated with NZ IFRS 16 and is considered a useful measure to assist with
understanding the financial performance of the Group.
• Net profit after taxation excluding other items and NZ IFRS 16 – This provides management and the users of the financial
statements the Group’s underlying result adjusted for the non cash adjustments for leases under NZ IFRS 16 and other items.
• Capital expenditure including intangibles – This represents additions to property, plant and equipment and intangible assets. This
measure represents the amount of investment in the business and is therefore a useful measure to assist with understanding the
financial position.
• Other items – These relate to non core business items disclosed as other income and expenses as set out in note 2.
References to EBITA, EBITDA and EBITDAL within note 4 relate to the debt covenants specified by the banks and therefore these
do not constitute non-GAAP measures used by the Group within the financial statements.
The Group believes that these non-GAAP measures provide useful information to readers to assist in the understanding of the
financial performance and position of the Group but that they should not be viewed in isolation, nor considered as a substitute
for measures reported in accordance with NZ IFRS. The non-GAAP measures presented do not have a standardised meaning
prescribed by GAAP and therefore may not be comparable to similar financial information presented by other entities. These
non-GAAP measures are used by the key management in making the business decision for the Group as shown in note 1.
Notes to and forming part of the financial statements
for the year ended 31 December 2020
PERFORMANCE
1. Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
makers. The Group is split into four geographically distinct operating divisions; New Zealand, Australia, Hawaii and California.
The chief operating decision makers, responsible for allocating resources and assessing performance of the operating segments,
have been identified as the Group Chief Executive Officer (Group CEO) and Group Chief Financial Officer (Group CFO). The chief
operating decision makers consider the performance of the business from a geographic perspective, being New Zealand, Australia,
Hawaii (including Guam and Saipan) and California while the performance of the corporate support function is assessed separately.
The Group is therefore organised into four operating segments, depicting the four geographic regions the Group operates in and
the corporate support function located in New Zealand. All segments operate quick service and takeaway restaurant concepts.
All operating revenue is from external customers.
The Group evaluates performance and allocates resources to its operating segments on the basis of segment assets, segment
revenues, concept EBITDA before general and administration expenses, NZ IFRS 16 and operating profit before other items.
EBITDA refers to earnings before interest, taxation, depreciation and amortisation. Operating profit refers to earnings before
interest and taxation. Operating revenue is from external customers.
Segment assets include items directly attributable to the segment (i.e. property, plant and equipment, intangible assets and
inventories). Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment
and intangible assets other than goodwill. The Group has not disclosed segment liabilities as the chief operating decision
makers evaluate performance and allocate resources purely on the basis of aggregated Group liabilities.
31 December 2020
$NZ000’s New ZealandAustraliaHawaiiCalifornia
Corporate
support
functionTotal
Business segments
Store sales revenue410 , 399 214, 923 215 ,113 51, 9 24 – 892,359
Other revenue32,10 8 – 261 – – 32,369
Total operating revenue 442,507 214,923 215, 374 51, 924 – 924,728
EBITDA before general and administration
expenses, NZ IFRS 16 and other items54,779 29,408 33,547 8 , 516 – 126, 250
Government grants22,013 – – – – 22,013
General and administration expenses(15,045)(8,786)(10,002)(2,529)(5,116)(41, 478)
EBITDA before NZ IFRS 16 and other items61,747 20,622 23,545 5,987 ( 5 ,116 )(106,785)
Depreciation(16 ,410 )(8,684)(6,254)(2,728)(11)(34,087)
Amortisation (2,229)(464)(35)(12) – (2 ,740)
Segment result before NZ IFRS 16
and other items4 3 ,10 8 11, 474 17, 256 3,247 (5 ,127 )69,958
Other items
Other income615 – – – – 615
Other expenses(286)(1,186 )(2,361)(5,404)(155)(9,392)
Operating profit before NZ IFRS 1643,437 10,288 14,895 (2,157 )(5,282)61,181
Adjustment for NZ IFRS 168 ,147 3,572 1,801 491 – 14 , 011
Operating profit51, 584 13,860 16,696 (1,666)(5,282)75 ,192
Financing expenses(12,133)(9,809)(5,496)(2,782) – (30,220)
Taxation expense(9,885)(3,215)(2,069)1,135 – (14,034)
Current assets32,16 3 10,922 23,547 6,449 – 73,081
Non-current assets137, 323 177,616 16 4 ,125 111,16 7 – 590, 231
Non-current lease assets
(excluding lease deferred tax)17 9, 313 126,642 58,135 145, 561 – 509,651
Total assets348,799 315 ,18 0 245,807 26 3 ,17 7 – 1,17 2 , 9 6 3
Capital expenditure including intangibles23,952 22,183 14, 99 7 2, 912 – 64,044
55
Annual Report 31 December 2020
54
Restaurant Brands New Zealand Limited
31 December 2019
$NZ000’s New ZealandAustraliaHawaii
Corporate
support
functionTotal
Business segments
Store sales revenue367,521 169,10 5 168 ,915 – 705, 5 41
Other revenue27,976 – 149 – 28,125
Total operating revenue 395,497 16 9,10 5 169,064 – 733,666
EBITDA before general and administration
expenses, NZ IFRS 16 and other items67,907 25,202 22,865 – 115 , 9 74
General and administration expenses(11, 9 2 3 )(6,786)(7,694)(3,024)(29,427)
EBITDA before NZ IFRS 16 and other items55,984 18,416 15 ,171 (3,024)86,547
Depreciation(13 , 241)(6,849)(5,257 )(9)(25,356)
Amortisation (included in cost of sales) (1,830)(325)(23) – (2 ,17 8 )
Segment result before NZ IFRS 16
and other items40,913 11, 2 4 2 9,891 (3,033)59,013
Other items
Other income100 321 – – 421
Other expenses(62)(2,965)(1,832)(479)(5,338)
Operating profit before NZ IFRS 1640,951 8,598 8,059 ( 3 , 512)54,096
Adjustment for NZ IFRS 166,647 2,323 1,304 – 10, 274
Operating profit47,598 10,921 9,363 (3, 512)64,370
Financing expenses(8,871)(7,388)(5,205) – (21,464)
Taxation expense(10,092)(1,448)(1,275)– (12 ,815)
Current assets40,455 10,712 10,302 – 61,469
Non-current assets114 , 319 157,763 16 9 , 513 – 441,595
Non-current lease assets
(excluding lease deferred tax)195,805 114,607 66,428 – 376,840
Total assets350,579 283,082 246,243 – 879,904
Capital expenditure including intangibles23,079 21,749 14, 328 – 59,156
1.1 Reconciliation between operating profit and net profit after taxation excluding other items
and NZ IFRS 16
$NZ000’s 31 Dec 202031 Dec 2019
Operating profit75 ,192 64,370
Financing expenses(30,220)(21,464)
Net profit before taxation44,972 42,906
Taxation expense(14,034)(12, 815)
Net profit after taxation30,938 30,091
Add back net financing impact of NZ IFRS 169,741 6,076
Less taxation expense of NZ IFRS 16(2,737)(1,547 )
Net profit after taxation excluding NZ IFRS 1637, 942 34,620
Less other income(615)(421)
Add back other expenses9,392 5,338
Less income tax on other items(57)(883)
Net profit after taxation excluding other items and NZ IFRS 1646,662 38,654
Notes to and forming part of the financial statements (continued)
for the year ended 31 December 2020
2. Revenue and expenses
OPERATING REVENUE
Store sales revenue
Revenue from store sale of goods is recognised at point of sale, measured at the fair value of the consideration received, net
of returns, discounts, and excluding GST.
Other revenue
Other revenue includes sale of goods and services to independent franchisees. Sale of goods, including cost of freight, are
recognised similar to store sales revenue. Sale of services is recognised over time as the independent franchisee simultaneously
receives and consumes the benefit provided by the Group. Royalties received are based on the revenue generated by the
independent franchisees, recognised over time.
Also included in other revenue is revenue related to the sale of new stores developed and constructed under contract to
franchisees. Under the terms of the contracts, the Group is contractually restricted from redirecting the properties to another
customer and has an enforceable right to payment for work done. Revenue from construction of stores is therefore recognised
over time using a cost-to-cost method i.e. based on the portion of the contracted costs incurred for work performed to date
relative to the estimated total cost.
OPERATING EXPENSES
Royalties paid
$NZ000’s 31 Dec 202031 Dec 2019
Royalties paid52,79642,069
Royalties are recognised as an expense as revenue is earned.
Wages and salaries
$NZ000’s 31 Dec 202031 Dec 2019
Wages and salaries254,840 204,306
Decrease/(increase) in liability for long service leave16 (89)
254,856 204,217
Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave, that are expected to be
settled wholly within 12 months after the end of the period in which the employees render the related service are recognised
in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid
when the liabilities are settled.
Government grants
As part of the New Zealand Government response to COVID-19 the Group received a Government wage subsidy of $22.0 million.
This has been included as a separate line item on the consolidated statement of comprehensive income.
The Group views these as a credit against salaries and wage costs, however due to the material nature of the subsidy it is
disclosed separately. It has been included as receipts from Government grants in the consolidated statement of cash flows.
Government grants are recognised when there is reasonable assurance that the company will comply with the conditions
attached to the grant and the grant will be received. A forgivable loan from government is treated as a government grant when
there is reasonable assurance that the company will meet the terms for forgiveness of the loan.
The Group will recognise a grant using the income approach with the grant recognised in profit and loss over the period in
which the company recognises as expenses the related costs for which the grant is intended to compensate.
57
Annual Report 31 December 2020
56
Restaurant Brands New Zealand Limited
Lease expenses
$NZ000’s 31 Dec 202031 Dec 2019
Lease expense4,8773,953
This relates to short term and variable lease costs included in the consolidated statement of comprehensive income not included
in NZ IFRS 16 costs. Included in the above is rent relief of $1.3 million which has been received during the year and has been
included as a negative variable rent within the consolidated statement of comprehensive income. Contracts with abatement clauses
total $0.5 million whilst those without abatement clauses total $0.8 million.
$NZ000’s 31 Dec 202031 Dec 2019
Other income
Net gain on sale of stores405 100
Lease termination210 301
Lease surrender gain – 321
Total other income 615 722
Other expenses
Recurring
Amortisation of franchise rights acquired on acquisition of QSR Pty Limited (QSR), Pacific Island
Restaurants Inc. (PIR) and the franchise rights of Great American Chicken Corporation(3,060)(1,781)
Relocation and refurbishment(1,784)(3,209)
Utilisation of depreciation provision683 660
Non-recurring
Acquisition costs(4,332)(631)
Leave remediation(49)(361)
Calendar realignment costs(50)(16)
Impairment of assets(542)–
Yum! GST charges(87)–
Yum! Royalty claim(171)–
Total other expenses(9,392)(5,338)
Lease termination
This is the gain related to the termination of a lease contract prior to its maturity.
Leave remediation
The Group identified a payroll calculation discrepancy in regards to entitlements under the Holidays Act 2003 which, over time,
have resulted in staff receiving incorrect payments. The specific areas that require remediation date back to 2012, and primarily
relate to the payment rates for annual leave. The expense in the 31 December 2019 and the 31 December 2020 period relates to
costs associated with making the payments to the affected employees.
Utilisation of depreciation provision
This is the correction of depreciation charged on assets that were impaired in previous periods, refer note 13.
The Group seeks to present a measure of comparable underlying performance on a consistent basis. In order to do so,
the Group separately discloses items considered to be unrelated to the day to day operational performance of the Group.
Such items are classified as other income and other expenses and are separately disclosed in the consolidated statement
of comprehensive income and notes to the financial statements.
Notes to and forming part of the financial statements (continued)
for the year ended 31 December 2020
3. Earnings per share
31 Dec 202031 Dec 2019
Basic earnings per share
Profit after taxation attributable to the shareholders ($NZ000's)30,938 30,091
Weighted average number of shares on issue (000's)124,759 124,7 59
Basic earnings per share (cents)24.80 24 .12
Diluted earnings per share
Profit after taxation attributable to the shareholders ($NZ000's)30,938 30,091
Weighted average number of shares on issue (000's)124,759 124,7 59
Diluted earnings per share (cents)24.80 24 .12
Basic earnings per share (EPS) is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company
by the weighted average number of ordinary shares outstanding during the period. Diluted EPS reflects any commitments the
Company has to issue shares in the future that would decrease EPS.
FUNDING AND EQUITY
4. Loans
$NZ000’s31 Dec 202031 Dec 2019
Secured bank loans denominated in:
NZD20,000 10,000
AUD51,151 87,521
USD165,247 56,805
Secured bank loans 236,398 154, 326
A loan is classified as current if it is due for repayment within 12 months of the Group’s year end.
Current 8,058 101,578
Term228,340 52,748
Secured bank loans 236,398 154, 326
Included within the Group’s loans is $11.3 million ($8.1 million current) relating to the Paycheck Protection Program. In the Group’s
half year financial statements this was classified as deferred income. An application for the loans to be forgiven has been filed with
the Small Business Association. The loan is with First Hawaiian Bank. This is included within the proceeds from loans within the
consolidated statement of cash flows. Refer note 27 for further details.
Facilities
On 24 February 2020 the Group entered into new loan facility agreements. The facilities are split between NZD, USD and AUD
tranches and replaced the Group’s previous agreements which primarily expired during 2020. Most of the tranches are three year
terms with the reminder expiring in four years.
The Group has loan facilities in place totalling $350.6 million with the following financial institutions:
• Westpac Banking Corporation – $NZ20.0 million and $A70.0 million facility expiring on 1 May 2023
• Bank of China – $NZ20.0 million facility expiring on 1 May 2023 and $A40.0 million facility expiring on 1 May 2024
• J P Morgan – $US75.0 million expiring on 1 May 2023
• Rabobank – $NZ20.0 million expiring on 1 May 2023 and $US50.0 million facility expiring on 1 May 2024
59
Annual Report 31 December 2020
58
Restaurant Brands New Zealand Limited
Interest rate swaps
The table below summarises the Group’s current interest rate swaps. The effective interest rate is inclusive of the swap margin and
the maturity date of the swaps coincides with the maturity date of the drawn down loans.
Date enteredFace valueMaturity date
Interest rate
paid
Interest rate
received
Swap
fair value
22 January 2017$NZ10 million28 January 20223.0%0.28%(345)
25 January 2017$A15 million25 January 20222.5%0.06%(496)
14 November 2017$A20 million14 November 20222.5%0.02%(1,035)
22 May 2017$US10 million1 June 20222.1%0 .15%(427 )
29 June 2017$US10 million1 July 20222.0%0 .15%(395)
Tot al(2,698)
Security
As security over the AUD and NZD loans, banks holds a negative pledge deed between Restaurant Brands New Zealand Limited
and all its Australasian subsidiary companies. The negative pledge deed includes all obligations and cross guarantees between
the guaranteeing subsidiaries.
As security over the USD debt facility, the bank holds guarantees and security over the USA businesses.
The Group also has indemnity guarantees of $2.0 million across various properties leased in New Zealand and Australia and
a standby letter of credit in Hawaii of $0.5 million.
The Group is subject to a number of externally imposed bank covenants as part of the terms of its secured bank loan facilities.
The most significant covenants relating directly to capital management are the ratio of total debt to earnings before interest, tax
and amortisation (EBITA) and restrictions relating to acquiring its own shares.
The specific covenants relating to financial ratios the Group is required to meet under the new agreements are:
• debt coverage ratio (i.e. net debt to EBITDA), with EBITDA being earnings before interest, taxation, deprecation and amortisation,
• fixed charge coverage ratio (EBITDAL to fixed charges), with EBITDAL being EBITDA before lease costs, fixed charges
comprising interest and lease costs,
• guaranteeing group assets ratio (i.e. total guaranteeing group tangible assets to total consolidated group tangible assets), and
• guaranteeing group earnings ratio (i.e. non-guaranteeing group EBITDA to the consolidated group EBITDA).
These ratios exclude the impact of NZ IFRS 16 leases.
The covenants are reported to the bank on a six monthly basis, whilst the Board reviews covenant compliance on a monthly basis.
There have been no breaches of the covenants during the period (Dec 2019: no breaches).
The carrying value equates to fair value. For more information about the Group’s exposure to interest rate and foreign currency risk
see Note 6.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at
amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the
consolidated statement of comprehensive income over the period of the borrowings using the effective interest method.
Financing expense
$NZ000’s31 Dec 202031 Dec 2019
Financing expense – leases 23,752 16 , 351
Finance expense – bank 6,468 5 ,113
Financing expenses30,220 21,464
Included within the period ended 31 December 2020 is $23.8 million of interest relating to leases recognised in accordance with
NZ IFRS 16 (Dec 2019: $16.4 million).
Financing expenses comprise: interest payable on borrowings calculated using the effective interest rate method; interest
received on funds invested calculated using the effective interest rate method; lease interest (note 14); foreign exchange gains
and losses; gains and losses on certain financial instruments that are recognised in profit or loss in the consolidated statement
of comprehensive income; unwinding of the discount on provisions and impairment losses on financial assets.
Notes to and forming part of the financial statements (continued)
for the year ended 31 December 2020
5. Derivatives and hedge accounting
$NZ000’s
31 Dec 2020
Liabilities
31 Dec 2019
Liabilities
Term
Fair value of interest rate swaps2,698 2,217
2,698 2,217
Change in fair value of interest rate swaps (481)(1,455)
Change in value of hedged item used to determine hedge effectiveness481 1,455
The above table shows the Group’s financial derivative holdings at period end and the change in fair value of the hedge and the
underlying item being hedged. The interest rate swaps hedge ratio was 1:1 for both periods as the change in fair value of the
interest rate swap mirrored the change in the fair value of the hedged item used to determine hedge effectiveness.
There were no transfers between fair value levels during the period (Dec 2019: Nil). The fair values are classified as level two.
The fixed interest rates of the swaps used to hedge range between 1.86% and 2.75% (Dec 2019: 2.02% to 3.03%) and the
variable rates of the loans are between 0.02% and 0.28% above the applicable bank bill rates. Refer note 4 for the interest rate
swaps face values, maturity dates, currencies and interest rate ranges.
The Group’s current hedge relationships are cash flow hedges. Under NZ IFRS 9 the hedged risk is designated as being changes
in the variable interest rate, with changes in the full fair value of the interest rate swaps being accounted for through other
comprehensive income (to the extent the hedge is effective).
Financial assets
The Group classifies its financial assets as those to be measured at amortised cost (loans, receivables and non-derivative
financial instruments), and those to be measured subsequently at fair value either through OCI or through profit or loss
(derivative financial instruments).
Financial assets held at amortised cost
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active
market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These
are classified as non-current assets. The Group’s loans and receivables comprise trade receivables, other debtors and cash
and cash equivalents in the consolidated statement of financial position.
Financial assets that are stated at cost or amortised cost are reviewed individually at balance date to determine whether there
is objective evidence of impairment. Any impairment losses are recognised in profit or loss in the consolidated statement of
comprehensive income.
Financial instruments
A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial
assets are derecognised when the Group’s contractual rights to the cash flows from the financial assets expire or when the
Group transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset.
Regular way purchases and sales of financial assets are accounted for at trade date, i.e. the date that the Group commits
itself to purchase or sell the asset. Financial liabilities are derecognised when the Group’s obligations specified in the contract
expire or are discharged or cancelled.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade receivables and other debtors, which are initially recognised at fair value
plus transaction costs and subsequently measured at amortised cost, cash and cash equivalents, loans and borrowings (initially
recognised at fair value plus transaction costs and subsequently measured at amortised cost), and trade and other payables
which are initially recognised at fair value and subsequently measured at amortised cost.
Derivative financial instruments
The Group has various derivative financial instruments to manage the exposures that arise due to movements in foreign
currency exchange rates and interest rates arising from operational, financing and investment activities. The Group does not
hold derivative financial instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are
accounted for at fair value through profit or loss. Embedded derivatives are separated from the host contract and accounted
for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely
related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and
the combined instrument is not measured at fair value through profit or loss.
61
Annual Report 31 December 2020
60
Restaurant Brands New Zealand Limited
Notes to and forming part of the financial statements (continued)
for the year ended 31 December 2020
Financial assets and financial liabilities by category
$NZ000’s31 Dec 202031 Dec 2019
Loans and receivables
Trade receivables3,749 2,454
Other receivables2,334 2,599
Cash and cash equivalents 35,666 34,965
41,74 940,018
Derivatives used for hedging
Derivative financial instruments – liabilities 2,698 2,217
2,698 2,217
Financial liabilities at amortised cost
Loans 236,398 154, 326
Trade and other payables (excluding indirect and other taxes and employee benefits)70,223 53,981
306,621 208,307
6. Financial risk management
Exposure to credit, interest rate and foreign currency risks arises in the normal course of the Group’s business. Derivative financial
instruments may be used to hedge exposure to fluctuations in foreign currency exchange rates and interest rates.
(a) Foreign currency risk
The Group is exposed to foreign currency risk on purchases that are denominated in a currency other than the New Zealand dollar.
The currencies giving rise to this risk are primarily Australian dollars and US dollars.
The direct exposure to foreign currency risk is small and is primarily confined to raw material purchases, some items of capital
equipment and some franchise fee payments. Where any one item is significant, the Group will specifically hedge its exposure.
The Group has an indirect exposure to foreign currency risk on some of its locally sourced ingredients, where those ingredients in
turn have a high imported component. Where this is significant the Group contracts to a known purchase price with its domestic
supplier based on a forward cover position taken by that supplier on its imported components.
The Group has a foreign currency risk on its assets and liabilities that are denominated in Australian and US dollars as part of its
Australian and US investments.
(b) Interest rate risk
The Group’s main interest rate risk arises from bank loans. Based on a number of scenarios, the Group calculates the impact on
profit or loss of a defined interest rate shift. Based on these scenarios the maximum loss potential is assessed by management as
to whether it is within acceptable limits.
Where necessary the Group hedges its exposure to changes in interest rates primarily through the use of interest rate swaps.
There are guidelines as to the minimum prescribed level of hedging set out by the Board, however the Board reviews all swaps
before they are entered into.
Note 5 discusses in detail the Group’s accounting treatment for derivative financial instruments.
As discussed in note 4, the Group has an interest rate swap in place to fix the interest rate on $A35 million of Australian denominated
bank loans to 2022 (Dec 2019: $A35 million), $NZ10 million to 2022 (Dec 2019: $NZ10 million to 2022) and $US20 million to 2022
(Dec 2019: $US20 million). The Group will continue to monitor interest rate movements to ensure it maintains an appropriate mix
of fixed and floating rate exposure within the Group’s policy.
(c) Liquidity risk
In respect of the Group’s cash balances, non-derivative financial liabilities and derivative financial liabilities the following table
analyses the amounts into relevant maturity groupings based on the remaining period at balance date to the contractual maturity
date, along with their effective interest rates at balance date. The amounts disclosed in the table are the contractual undiscounted
cash flows.
$NZ000’s
Effective
interest rateTotal
Less than
1 year
Between
1 and 5 years
31 Dec 2020
Cash on hand – 612 612 –
Cash at bank0.25%32,054 32,054 –
Money market deposit0.20%3,000 3,000 –
Bank term loan – principal (NZD)4.36%(20,000) – (20,000)
Bank term loan – principal (AUD)4.66%(51,151) – ( 51,151)
Bank term loan – principal (USD)2.43%(165,247)(8,058)(157,189)
Bank term loan – expected interest3.08%(16,689)(5,378)(11, 311)
Derivative financial instruments – (2,466)(1,719)( 747 )
Trade and other payables (excluding indirect and other taxes
and employee benefits) – (69,653)(69,653) –
(289,540)(4 9,142)(240,398)
31 Dec 2019
Cash on hand – 462 462 –
Cash at bank0.50%18,603 18,603 –
Money market deposit0.95%15,900 15,9 0 0 –
Bank term loan – principal (NZD)7.74%(10,000)(10,000)–
Bank term loan – principal (AUD)3.22%(87, 521)(87,521)–
Bank term loan – principal (USD)4.31%(56,804)(4,056)(52,748)
Bank term loan – expected interest3.91%(9,939)(2,180)(7,759)
Derivative financial instruments – (1,940)( 7 51)(1,189)
Trade and other payables (excluding indirect and other taxes
and employee benefits) – (53,235)(53,235) –
(184,474)(122,778)(61,696)
Prudent liquidity risk management implies the availability of funding through adequate amount of committed credit facilities.
The Group aims to maintain flexibility in funding by keeping committed credit lines available.
The Group has a negative working capital balance as the nature of the business results in most sales conducted on a cash basis.
The Group has bank funding facilities, excluding overdraft facilities, of $350.6 million (Dec 2019: $253 million) available at variable
rates. The amount undrawn at balance date was $125.5 million (Dec 2019: $99 million) and therefore the Group has the ability to
fully pay debts as they fall due.
The Group has fixed the interest rate on $NZ10 million of NZD bank loans, $A35 million of AUD bank loans and $US20 million of
USD bank loans with the balance at a floating interest rate. The bank loans are structured as a revolving wholesale advance facility
with portions of the facility renewing on a regular basis. This leads to the loans being sensitive to interest rate movement
in 12 months or less.
The Group has lease liabilities with future cash payments as disclosed in the table below:
$NZ000’s31 Dec 202031 Dec 2019
Within one year51, 831 40,634
One to five years197,672 149,339
Beyond 5 years724,669 543,694
974,172 733,667
This includes future options that the Group currently expects to exercise and is not discounted for the future nature of payments.
This does not reflect the Group’s future contractual minimum payments.
63
Annual Report 31 December 2020
62
Restaurant Brands New Zealand Limited
Notes to and forming part of the financial statements (continued)
for the year ended 31 December 2020
(d) Credit risk
Credit risk arises from cash deposits with banks and financial institutions and outstanding trade and other receivables.
No collateral is required in respect of financial assets. Management has a credit policy in place and the exposure to credit risk is
monitored on an ongoing basis. The nature of the business results in most sales being conducted on a cash basis that significantly
reduces the risk that the Group is exposed to. Reputable financial institutions are used for investing and cash handling purposes.
There were no financial assets past due nor impaired at balance date (Dec 2019: nil).
At balance date there were no significant concentrations of credit risk and the maximum exposure to credit risk is represented by
the carrying value of each financial asset in the consolidated statement of financial position.
(e) Fair values
The carrying values of bank loans are the fair value of these liabilities. A Group set-off arrangement is in place between certain
bank accounts operated by the Group.
Sensitivity analysis
In managing interest rate and currency risks the Group aims to reduce the impact of short-term fluctuations on the Group’s
earnings. Over the longer term, however, permanent changes in foreign exchange and interest rates on a weighted average
balance will have an impact on profit.
At 31 December 2020 it is estimated that a general increase of one percentage point in interest rates would decrease the Group
profit before income tax by approximately $1.5 million (Dec 2019: $0.8 million) however equity would increase $0.1 million. A one
percentage point decrease in interest rates would increase the Group profit before income tax by approximately $2.2 million (Dec
2019: $0.8 million), however equity would reduce by $1.6 million.
A general increase of one percentage point in the value of the New Zealand dollar against other foreign currencies would have
minimal impact on the cost of the Group’s directly imported ingredients denominated in foreign currencies.
Capital risk management
The Group’s capital comprises share capital, reserves, retained earnings and debt.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue to operate as a going concern,
to maintain an optimal capital structure commensurate with risk and return and reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce debt or draw down more debt.
7. Equity and reserves
Share capital
31 Dec 2020
number
31 Dec 2020
$NZ000’s
31 Dec 2019
number
31 Dec 2019
$NZ000’s
124,758,523154,565 124,758,523 154,565
The issued and authorised capital of the Company represents ordinary fully paid up shares. The par value is nil (Dec 2019: nil).
All issued shares carry equal rights in respect of voting and the receipt of dividends, and upon winding up rank equally with regards
to the Company’s residual assets.
Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.
Foreign currency translation reserve
$NZ000’s31 Dec 202031 Dec 2019
(8,038)(164)
The foreign currency translation reserve comprises all exchange rate differences arising from translating the financial statements of
the foreign currency operations.
Derivative hedging reserve
$NZ000’s31 Dec 202031 Dec 2019
(2,322)(1,736)
The derivative hedging reserve represents the fair value of outstanding derivatives.
WORKING CAPITAL
8. Inventories
$NZ000’s31 Dec 202031 Dec 2019
Raw materials and consumables16,607 12,415
Inventories recognised as an expense during the period ended 31 December 2020 amounted to $222.9 million (Dec 2019:
$178.8 million). This is included in cost of sales.
Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price less
the estimated costs of marketing, selling and distribution. The cost of inventories is based on the first-in first-out method and
includes expenditure incurred in acquiring the inventories and bringing them to their existing condition and location. The cost
of inventories consumed is recognised as an expense and included in cost of goods sold in the consolidated statement of
comprehensive income.
9. Trade and other receivables
$NZ000’s31 Dec 202031 Dec 2019
Trade receivables3,749 2,454
Prepayments6,070 4,475
Other receivables2,334 2,599
12 ,15 3 9,528
The carrying amount of the Group’s trade and other receivables are denominated in the following currencies:
NZD6,981 6,461
AUD1,962 2,230
USD3,210 837
12 ,15 3 9,528
The Group’s exposure to credit risk is minimal as the Group’s primary source of revenue is from sales made on a cash basis.
The carrying value of trade and other receivables approximates fair value.
Receivables are initially recognised at fair value. They are subsequently adjusted for impairment losses. Discounting is not
applied to receivables where collection is expected to occur with the next twelve months.
65
Annual Report 31 December 2020
64
Restaurant Brands New Zealand Limited
Notes to and forming part of the financial statements (continued)
for the year ended 31 December 2020
10. Cash and cash equivalents
$NZ000’s31 Dec 202031 Dec 2019
Cash on hand612 462
Cash at bank35,054 34,503
35,666 34,965
The carrying amount of the Group’s cash and cash equivalents are denominated in the following currencies:
NZD8, 218 20,698
AUD5,855 7,092
USD21,593 7,17 5
35,666 34,965
Included in cash and cash equivalents are credit card receipts and delivery receipts that are in transit at balance date.
11. Held for sale – assets and liabilities for stores developed for sale
$NZ000’s31 Dec 202031 Dec 2019
Assets for stores developed for sale2,833 5,210
Liabilities for stores developed for sale(1,751)(2,254)
This relates to new Pizza Hut stores developed for sale in New Zealand which are being actively marketed for sale and are expected
to be sold within the next 12 months. Included as part of the balances are $1.8 million of lease liabilities (2019: $2.3 million) and
$1.7 million of right of use assets (2019: $2.2 million) associated with these stores. This differs from ‘held for sale – assets’ and
‘held for sale – liabilities’ which relate to existing stores currently being operated by the Group which are actively being marketed
for sale.
12. Trade and other payables
$NZ000’s31 Dec 202031 Dec 2019
Trade payables41, 265 31,404
Other payables and accruals28,958 22,577
Employee benefits21,297 16,948
Indirect and other taxes10,069 7,862
101,589 78,791
The carrying amount of the Group’s trade and other payables are denominated in the following currencies:
NZD60,736 49,652
AUD18,621 16,254
USD22,232 12, 885
101,589 78,791
The carrying value of trade payables and accruals approximates fair value.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method.
LONG TERM ASSETS
13. Property, plant and equipment
$NZ000’s NoteLand
Leasehold
improvements
Plant,
equipment
and fittings
Motor
vehicles
Leased
plant and
equipment
Capital
work in
progressTotal
Cost
Balance as at 25 February 2019658 2 0 7,167 101,887 1,882 196 9,629 321, 419
Additions 3,7 74 3,556 1,571 – – 45,344 54,245
Acquisition of business – 39 113 – – – 152
Transfers from work in progress – 27,532 12, 829 181 – (40,542) –
Disposals – (12 , 513)(6,762)(193) – 320 (19,14 8)
Movement in exchange rates(57) 60 19 7 – – (46)154
Balance as at
31 December 20194,375 225, 8 41 109,835 1,870 196 14,705 356,822
Additions – – – – – 62,086 62,086
Acquisition of business
26 – 26,361 7,036 258 – 490 34,145
Transfers from work in progress– 37,507 18 ,141 164 – (57,993) (2,181)
Disposals – (6 ,183)(6,554)(191)– – (12, 928)
Movement in exchange rates92 (3,406)(1,455)(2)– (373)( 5 ,14 4)
Balance as at 31 December 20204,467 280,120 127,003 2,099 196 18,915 432,800
Accumulated depreciation
Balance as at 25 February 2019 – (99,923)(62,624)(864)(196) – (163,607)
Charge – (15,650)(9,042)(306) – – (24,998)
Disposals – 6 ,412 4,857 176 – – 11, 4 4 5
Movement in exchange rates – (8)(64)2 – – (70)
Balance as at
31 December 2019 – (10 9,16 9)(66,873)(992)(196) – (177,230)
Charge – (20,943)(12, 286)(378)– – (33,607)
Disposals – 3,572 4,850 165 – – 8,587
Movement in exchange rates – 516 859 (3)– – 1,372
Balance as at 31 December 2020 – (126,024)(73,450)(1,208)(196) – (200,878)
Impairment provision
Balance as at 25 February 2019 – (3,993)(419) – – – (4 , 412)
Charge – (40)(212) – – – (252)
Utilised/disposed – 136 717 – – – 853
Balance as at
31 December 2019 – (3,897)86 – – – ( 3 , 811)
Charge – (97) (108) –– – (205)
Reclassification –517( 517 )––––
Utilised/disposed – 692 111 – – – 803
Balance as at 31 December 2020 – (2,785)(428) – – – (3, 213)
Carrying amounts
Balance as at 25 February 2019658 10 3 , 251 38,844 1,018 – 9,629 153,400
Balance as at 31 December 20194,375 112 , 7 7 5 43,048 878 – 14,7 05 175,781
Balance as at 31 December 20204,467 151, 311 53,125 891 – 18,915 228,709
Note: Included in capital work in progress is software development in progress that is transferred to intangibles (refer note 15).
Included in the closing balance of capital work in progress at 31 December 2020 is $0.4 million of software development in progress.
67
Annual Report 31 December 2020
66
Restaurant Brands New Zealand Limited
Notes to and forming part of the financial statements (continued)
for the year ended 31 December 2020
Depreciation expense
$NZ000’s31 Dec 202031 Dec 2019
Depreciation expense 3 3 , 811 25,250
Sale of property, plant and equipment
Net loss on disposal of property, plant and equipment (included in depreciation expense)(276)(106)
Net loss on disposal of property, plant and equipment (included in other expenses)(1,784)(3,209)
Property, plant and equipment is measured at cost less accumulated depreciation and impairment losses.
Depreciation is calculated on a straight line basis to allocate the cost of an asset, less any residual value, over its estimated
useful life. Leased assets are depreciated over the shorter of the lease term and their useful lives. The estimated useful lives
of fixed assets are as follows:
Leasehold improvements 5 - 25 years
Plant and equipment 3 - 12.5 years
Motor vehicles 4 years
Furniture and fittings 3 - 10 years
Computer equipment 3 - 5 years
Depreciation methods, useful lives and residual values are reassessed at the reporting date.
Depreciation expense is included in the consolidated statement of comprehensive income.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or
loss in the consolidated statement of comprehensive income.
Significant judgments and estimates
Impairment testing is an area where estimates and judgments have a significant risk of causing a material adjustment to the
carrying amount of the Group’s tangible asset balances. Estimates of future cash flows are highly subjective judgements and can
be significantly impacted by changes in the business or economic conditions.
Property, plant and equipment and intangible assets are reviewed for impairment semi-annually, or whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised in the consolidated
statement of comprehensive income for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. When assessing impairment, assets
are grouped at the lowest levels for which there are separately identifiable cash flows; a restaurant’s assets is the relevant cash
generating unit. If, in a subsequent period, the amount of the impairment loss decreases and it can be related objectively to an
event occurring after the impairment was recognised, the reversal of the previously recognised impairment loss is recognised in
the consolidated statement of comprehensive income.
The value in use calculation evaluates recoverability based on the restaurant’s forecasted discounted cash flows, which incorporate
estimated sales growth and margin improvement based upon current plans for the store and actual results at comparable
restaurants.
Key assumptions in the determination of recoverable amount are:
• the estimate of future cash flows of the restaurant incorporating reasonable sales growth and margin improvement
• the discount rate incorporating the rates of return based on the risk and uncertainty inherent in the forecast cash flows
• the terminal year sales growth is calculated based on continuous sales growth of a minimum of projected inflation estimated
at 1.5%
Following a review of store performance and consideration of other impairment indicators, the Group has determined that no
indicators of impairment exist at 31 December 2020 which would require impairment testing to be performed, or a further write
down in the associated store assets. A full impairment test was performed as required by IAS 36 for the goodwill balance. Refer to
note 15 for further detail over assumptions utilised.
14. NZ IFRS 16 – Leases
Key estimates and judgements
There are a number of judgements and estimates in calculating the future lease liabilities and right of use asset value.
These include:
• incremental borrowing rate. The Group engages an independent valuation expert to establish the incremental borrowing
rates applied during the period.
• lease terms, including any rights of renewal expected to be exercised. The Group has assumed that all rights of renewal
are expected to be exercised which is consistent with the Group’s strategy and previous leases. This judgement has been
applied unless a store closure or a decision to relocate a store is known when valuing the lease.
• foreign exchange conversion rates.
Right of use asset (ROU asset)
$NZ000’s Note31 Dec 202031 Dec 2019
Opening balance353,937 –
Right of use assets at adoption date 26 February 2019– 346,487
Right of use assets acquired on acquisition
26159,310 –
Depreciation(30,908)(22,396)
Adjustments to existing right of use assets7,13 4 8,984
Additions29,764 18,721
FX movement(10,729)2,141
Closing balance 508,508 353,937
Additions relates to new leases entered into by the Group.
The Group leases relate to land and buildings. Rental contracts are typically made for fixed periods of 1 to 50 years but
may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms
and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for
borrowing purposes.
Under NZ IFRS 16, leases are recognised as a right of use asset and a corresponding lease liability. Each lease payment
is allocated between the lease liability and the finance cost. The finance cost is charged to the statement of comprehensive
income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability
for each period. The right of use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight
line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of fixed payments and known fixed lease increases, less any lease incentives receivable. Right of use assets are
measured at cost comprising the amount of the initial measurement of lease liability and any restoration costs. These assets
are subsequently depreciated using the straight line method from the commencement date to the end of the lease term.
The group is exposed to potential future increases in variable lease payments based on an index, rate or market rent review,
which are not included in the lease liability or right of use asset until they take effect.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s
incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain
an asset of similar value in a similar economic environment with similar terms and conditions.
The Group has applied the recognition exemption allowed by the standard in respect of short-term and low value leases.
Payments associated with short term leases and leases of low value assets are recognised on a straight line basis as an
expense in the statement of comprehensive income. Short term leases are leases with a lease term of 12 months or less.
Low value assets comprise IT equipment and small items of office furniture.
69
Annual Report 31 December 2020
68
Restaurant Brands New Zealand Limited
Notes to and forming part of the financial statements (continued)
for the year ended 31 December 2020
Lease liabilities
$NZ000’s Note31 Dec 202031 Dec 2019
Opening balance425,083 –
Lease liabilities at adoption date 26 February 2019– 411, 0 8 9
Lease liabilities assumed on acquisition
26158, 244 –
Cash flow(45,843)(32,370)
Interest23,752 16 , 351
Adjustments to existing lease liabilities7, 338 8,507
Additions29, 418 18,721
FX movement(10,955)2,785
Closing balance 587,037 425,083
Current lease liabilities23,826 20,963
Non-current lease liabilities5 6 3 , 211 404,120
587,037 425,083
The weighted average incremental borrowing rate applied to lease additions during the year was 4.6%.
15. Intangibles
$NZ000’s NoteGoodwill
Franchise
fees
Favourable
leases
Concept
development
costs
Acquired
software
costsTotal
Cost
Balance as at 25 February 2019226,319 26,992 4,546 1,290 10,834 269,981
Additions – 2,903 – – 2,008 4 , 911
Acquisition of business
26405 77 – – – 482
Disposals(106)(73) – – (613)(792)
Opening balance adjustment NZ IFRS 16 – – (4,546)– – (4,546)
Movement in exchange rates2,054 220 – – (1)2,273
Balance as at 31 December 2019228,672 3 0 ,119 – 1,290 12,228 272,309
Additions–1,958 – – – 1,958
Acquisition of business
2629,18 7 5 8 , 512 – – – 87,699
Transfer from work in progress––––2,1812,181
Disposals(1,332)(3,765)– (489)(2,480)(8,066)
Movement in exchange rates( 7,249)(4,419) – – – (11, 6 6 8 )
Balance as at 31 December 2020249,278 82,405 – 801 11, 9 2 9 34 4 , 413
Accumulated amortisation
Balance as at 25 February 2019(831)(10,015)(1,566)(1,157 )( 7, 319)(20,888)
Charge – (2,668)– (63)(1,228)(3,959)
Disposals – 61 – – 62 123
Opening balance adjustment NZ IFRS 16– – 1,566 – – 1,566
Movement in exchange rates– (11)–
– – (11)
Balance as at 31 December 2019(831)(12,633)– (1,220)(8,485)(23 ,16 9)
Charge– (4 ,16 8)– (5)(1,627 )(5,800)
Disposals–3,336 – 489 2,19 0 6,015
Movement in exchange rates– 404 – – – 404
Balance as at 31 December 2020(831)(13,061)– (736)( 7, 922)(22,550)
Impairment charges are recognised in other expenses in the consolidated statement of comprehensive income.
Carrying amounts
Balance as at 25 February 2019225,488 16,9 7 7 2,980 133 3 , 515 249,093
Balance as at 31 December 201922 7, 8 41 17,486 – 70 3,743 249,14 0
Balance as at 31 December 2020248,447 69,344 – 65 4,007 321,863
During 2019 the Group acquired a KFC store in Australia for $0.6 million giving rise to goodwill on acquisition of $0.4 million.
Goodwill
Goodwill arises on the acquisition of subsidiaries and business combinations. Goodwill is measured at cost less accumulated
impairment losses and has an indefinite useful life. Goodwill is allocated to cash generating units and is tested annually
for impairment. Where the Group disposes of an operation within a cash generating unit, the goodwill associated with the
operation disposed of is part of the gain or loss on disposal. Goodwill disposed of in this manner is measured based on the
relative values of the operation disposed of and the portion of the cash generating unit retained.
Franchise fees
Franchise costs are those incurred in obtaining franchise rights or licences to operate quick service and take-away restaurant
concepts. They include for example, the initial fee paid to a system franchisor when a new store is opened. These are
measured at cost less accumulated amortisation and accumulated impairment costs. Amortisation is on a straight line basis
over the life of the applicable franchise or licence agreement.
Favourable leases
Favourable leases arise on acquisition of subsidiaries and business combinations. The terms of the lease were compared to
market prices at the date of acquisition, to determine whether an intangible asset or liability should be recognised. If the terms
of an acquired contract are favourable relative to market prices, an intangible asset is recognised. If the terms of the acquired
contract are unfavourable relative to market prices, a liability is recognised. This is then amortised over the length of the lease.
Following the introduction of NZ IFRS 16 these are now included as part of the right of use asset value.
Concept development costs
Concept development costs include certain costs, other than the direct cost of obtaining the franchise, associated with the
establishment of quick service and takeaway restaurant concepts. These include, for example, professional fees and consulting
costs associated with the establishment of a new brand or business acquisition. These costs are capitalised where the concept
is proven to be commercially feasible and the related future economic benefits are expected to exceed those costs with
reasonable certainty. These are subsequently measured at cost less accumulated amortisation and accumulated impairment
losses. Amortisation is recognised on a straight line basis over the period which future economic benefits are reasonably
expected to be derived.
Acquired software costs
Software costs have a finite useful life. Software costs are capitalised and amortised on a straight line basis over the estimated
economic life of 3-8 years.
Amortisation
Amortisation charge is recognised in cost of sales and other expenses in the statement of comprehensive income.
$NZ000’s 31 Dec 202031 Dec 2019
Amortisation of intangibles5,800 3,959
Significant judgments and estimates – impairment testing
Impairment testing is an area where estimates and judgments have a significant risk of causing a material adjustment to the carrying
amount of the Group’s goodwill balances.
For the purpose of impairment testing, goodwill is allocated to the Group’s operating brands which represent the lowest level of
cash-generating unit within the Group at which the goodwill is monitored for internal management purposes.
Allocation of goodwill by cash-generating unit:
$NZ000’s 31 Dec 202031 Dec 2019
KFC Australia96,896 94,552
KFC New Zealand6,528 3,818
Pizza Hut New Zealand 7,787 9 ,119
Pizza Hut and Taco Bell Hawaii112 , 374 120,352
KFC and Taco Bell California24,862 –
248,447 22 7, 8 41
The recoverable amount of each cash-generating unit was based on its value in use.
Value in use was determined by discounting the future cash flows generated from the continuing use of the brand. Cash flows were
projected based on a three year strategic business plan as approved by the Board of Directors.
71
Annual Report 31 December 2020
70
Restaurant Brands New Zealand Limited
Notes to and forming part of the financial statements (continued)
for the year ended 31 December 2020
The key assumptions used for the value in use calculation are as follows:
31 Dec 2020
Sales growth
2022-2024
%
31 Dec 2020
EBITDA margin
2022-2024
%
31 Dec 2020
EBITDA margin
terminal year
%
31 Dec 2019
Sales growth
2021-2023
%
31 Dec 2019
EBITDA margin
2021-2023
%
31 Dec 2019
EBITDA margin
terminal year
%Brand
KFC New Zealand4 .12 0 .12 0 .14 .120.820.8
Pizza Hut New Zealand 1.15.35.31.14.44.4
KFC Australia4.315.315.34.315. 315. 3
Pizza Hut Hawaii and Taco Bell3.5 - 6.17.7 - 20.07.7 - 20.00.9 - 4.74.3 - 19.84.3 - 19.8
KFC and Taco Bell California2.016.516.5n/an/an/a
The terminal year sales growth is calculated based on the 2024 year and assumes a continuous sales growth of a minimum of
projected inflation estimates of 1.5% (Dec 2019: 2.5%).
The discount rate for New Zealand KFC was 7.8% weighted average post-tax cost of capital (Dec 2019: 8.9%). The discount rate
for New Zealand Pizza Hut was 10.9% (Dec 2019: 11.0%). The discount rate applied to future cash flows for the KFC business in
Australia is based on a 7.8% weighted average post-tax cost of capital (Dec 2019: 8.7%). The discount rate applied to future cash
flows for the Taco Bell and Pizza Hut business in Hawaii is based on an 8.0% (Dec 2019: 8.8%) weighted average post-tax cost
of capital. The discount rate applied to future cash flows for the KFC and Taco Bell business in California is based on an 8.0%
weighted average post-tax cost of capital.
The weighted average cost of capital calculation was reviewed in 2020 based on capital asset pricing model (CAPM) methodology
using current market inputs.
The values assigned to the key assumptions represent management’s assessment of future trends in the industry and are based
on both external sources and internal sources including Board approved forecasts (historical data). The key assumptions are
detailed below:
• Sales growth – Average annual growth rate over the three-year forecast period based on past performance, management’s
expectations of market development, current industry trends and including long-term inflation forecasts for each territory.
• EBITDA margin 2022 - 2024 and EBITDA margin terminal year – Based on post performance and management’s expectation
for future EBITDA growth has been disclosed as a key assumption as a number of costs are variable and link directly to revenue
levels, such as the cost of labour, and food costs. Other fixed costs of the CGU’s which do not vary significantly with revenue
changes, are forecast based on the current structure of the business, adjusted for inflationary increases but not reflecting
restructuring or cost-saving measures.
• Terminal year sales growth – This is the growth rate used to extrapolate cash flows beyond the budget period. The rates are
consistent with expected long-term inflation.
• The discount rate – The rate used to reflect specific risks relating to the relevant segments and the countries in which they
operate.
In respect of the New Zealand KFC brand any reasonably possible change in the key assumptions used in the calculations would
not cause the carrying amount to exceed its recoverable amount. Also, due to improved performance, in regard the Pizza Hut
brand any reasonably possible change in the key assumptions used in the calculations would not cause the carrying amount to
exceed its recoverable amount. For the Pizza Hut New Zealand cash generating unit (CGU), as disclosed the 31 December 2019
financial statements, a reasonably possible change in key assumptions were identified as resulting in impairment. Since then
the Pizza Hut New Zealand CGU has returned improved results largely due to the store sales program, delivering an improved
EBITDA percentage.
In respect of the Hawaii brands of Taco Bell and Pizza Hut, any reasonably possible change in the key assumptions used in the
calculations would not cause the carrying amount to exceed its recoverable amount.
In respect of the Australian KFC brand, any reasonably possible change in the key assumptions used in the calculations would not
cause the carrying amount to exceed its recoverable amount.
In respect of the California brands of KFC and Taco Bell, the business has been recently acquired and is performing above
forecasts prepared on acquisition. Therefore any reasonably possible change in the key assumptions used in the calculations
would not cause the carrying amount to exceed its recoverable amount.
OTHER NOTES
16. Taxation
Taxation – statement of comprehensive income
The total taxation expense is analysed as follows:
$NZ000’s Note31 Dec 202031 Dec 2019
Total profit before taxation for the period144,972 42,906
Taxation expense
1(14,034)(12, 815)
Net profit after income tax30,938 30,091
Taxation expense using the Company’s domestic tax rate(28.0%)(12,592)(28.0%)(12,014)
Non-deductible expenses(4.0%)(1,813)(2.4%)(1,020)
Adjustments due to different rate in different jurisdictions0.8%371 0.5%219
(31.2%)(14,034)(29.9%)(12, 815)
Taxation expense comprises:
Current tax expense(18,364)(16,0 02)
Deferred tax credit4,330 3 ,18 7
Net tax expense(14,034)(12, 815)
Imputation credits
$NZ000’s 31 Dec 202031 Dec 2019
Imputation credits available for subsequent reporting periods 21,909 11,790
The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:
• Imputation credits that will arise from the payment of the amount of the provision for income tax
• Imputation credits that will be utilised from the payment of dividends recognised as a liability at the reporting date; and
• Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
The current and deferred tax rates for the period were calculated using the rate of 28% for New Zealand, 30% for Australia and
21% for USA (Dec 2019: 28% New Zealand, 30% Australia and USA 21%).
73
Annual Report 31 December 2020
72
Restaurant Brands New Zealand Limited
Notes to and forming part of the financial statements (continued)
for the year ended 31 December 2020
Taxation – balance sheet
The following are the major deferred taxation liabilities and assets recognised by the Group and movements thereon during the
current and prior year:
Assets Liabilities Net
$NZ000’s31 Dec 202031 Dec 201931 Dec 202031 Dec 201931 Dec 202031 Dec 2019
Property, plant and equipment9,766 10,766 (174) – 9,592 10,766
Inventory57 51 – – 57 51
Debtors – – (287)(172)(287)(172)
Provisions6,830 4,463 – – 6,830 4,463
Intangibles38 1,889 ( 2 , 211)(2,393)(2 ,17 3)(504)
Other 3,585 2,070 – – 3,585 2,070
Leases22,054 19,679 – – 22,054 19,679
42,330 38,918 (2,672)(2,565)39,658 36,353
$NZ000’s
Balance
25 February
2019
Opening
balances
adjustment
NZ IFRS 16
Recognised
in consolidated
statement of
comprehensive
income
Recognised
in equity
Foreign
currency
translation
Balance
31 December
2019
Property, plant and equipment9,497 – 1,260 – 9 10,766
Inventory32 –20 – (1)51
Debtors(161)– (12)– 1 (172)
Provisions5,042 (1,286)705 – 2 4,463
Intangibles(703)– 254 – (55)(504)
Other 2,597 – (587)– 60 2,070
Leases– 18,182 1,547 – (50) 19,679
16,304 16,896 3 ,18 7 –(34)36,353
$NZ000’s
Balance
31 December
2019
Opening
balances on
acquisitions
Recognised
in consolidated
statement of
comprehensive
income
Recognised
in equity
Foreign
currency
translation
Balance
31 December
2020
Property, plant and equipment10,766 –(1,155)–(19)9,592
Inventory51 –6 –– 57
Debtors(172)–(111)–(4)(287)
Provisions4,463 –2,355 –12 6,830
Intangibles(504)–(1,87 7 )–208 (2 ,17 3)
Other 2,070 –2,590 (872)(203)3,585
Leases19,679 (70)2,522 –(77)22,054
36,353 (70)4,330 (872)(83)39,658
Current and deferred taxation are calculated on the basis of tax rates enacted or substantially enacted at reporting date,
and are recognised in profit or loss except to the extent that it relates to items recognised in other comprehensive income or
directly in equity. In this case, tax is also recognised in other comprehensive income or directly in equity, respectively.
Deferred income taxation is recognised in respect of temporary differences between the tax bases of assets and liabilities and
their carrying amounts in the financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance
sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred tax liability
is settled.
Deferred income tax assets are only recognised to the extent that it is probable that future taxable amounts will be available
against which to utilise those temporary differences.
Tax returns for the Group and the detailed calculations that are required for filing tax returns are not prepared until after
the financial statements are prepared. Estimates of these calculations are made for the purpose of calculating income tax
expense, current tax and deferred tax balances. Any difference between the final tax outcomes and the estimations made in
previous years will affect current year balances.
The statement of comprehensive income and statements of cash flows have been prepared exclusive of Goods and Services
Taxation (GST). All items in the statement of financial position are stated net of GST, with the exception of receivables and
payables, which include GST invoiced.
17. Provisions
$NZ000’s
Employee
provisions
Make good
provisionsTotal
Balance at 31 December 20192,260 3 , 011 5,271
Created during the period385 723 1,10 8
Used during the period(407 )( 74)(481)
Released during the period(39)(614)(653)
Foreign exchange movements44 30 74
Balance at 31 December 20202,243 3,076 5,319
31 December 2020
Non-current635 3,076 3 , 7 11
Current1,608 – 1,608
Tot al2,243 3,076 5,319
The provision for employee entitlements is long service leave. The provision is affected by a number of estimates, including the
expected length of service of employees and the timing of benefits being taken. Once an employee attains the required length
of service, the employee has a period of five years in which to take this leave.
The make good provisions represents the contractual obligations for the estimate future store restorations cost at the completion
of the property lease term. The make good provision is classified as non-current.
75
Annual Report 31 December 2020
74
Restaurant Brands New Zealand Limited
Notes to and forming part of the financial statements (continued)
for the year ended 31 December 2020
18. Deferred income
$NZ000’s
Balance at 31 December 2019405
Created during the period1
Opening balance acquired on acquisition1,136
Used during the period( 747 )
Foreign exchange movements(7)
Balance at 31 December 2020788
31 December 2020
Non-current250
Current538
Tot al788
Deferred income relates to rebates from suppliers and is recognised in profit or loss in the consolidated statement of
comprehensive income on a systematic basis over the life of the associated contract.
19. Related party transactions
Parent and ultimate controlling party
The immediate parent of the Group is Global Valar S.L. and the ultimate parent company is Grupo Finaccess S.A.P.I de C.V.
Transactions with entities with key management or entities related to them
There have been no transactions with entities with key management or entities related to them.
Key management and Director compensation
Key management personnel comprises the Group CEO and his direct reports, the Group CFO and the four Divisional CEO’s,
Group Chief People Officer, Chief Legal and Compliance Officer.
$NZ000’s 31 Dec 202031 Dec 2019
Key management – total benefits5,700 2,679
Directors' fees420 360
Key management – total benefits relates to short-term employee benefits paid during the year.
Total Group CEO remuneration
$NZ000’s Salary
Short term
incentives
Long term
incentives
Total
remuneration
31 December 20201,023 1,279 – 2,302
31 December 2019806 – – 806
Short term incentive scheme
A short term incentive scheme is in place for all support office employees. The incentive is based on achieving in excess of
planned results for the specific financial year. Any bonus payment to employees is at the discretion of the Appointments and
Remuneration committee. The maximum that can be received by the CEO is 50% of base salary. During the year a payment of
$0.9 million was paid in lieu of a share price based incentive scheme. The Board also agreed to pay $0.6 million before May 2021
and $0.4 million in May 2022 conditional on the CEO continuing to be employed by the Group.
Long term incentive scheme
There is currently no other long term incentive plan in place.
20. Commitments
Capital commitments
The Group has capital commitments which are not provided for in these financial statements, as follows:
$NZ000’s 31 Dec 202031 Dec 2019
Store development 6, 817 9,267
21. Contingent liabilities
There are no contingent liabilities that the Directors consider will have a significant impact on the financial position of the Group
(Dec 2019: nil).
22. Subsequent events
On 23 February 2021 the Group acquired some KFC stores in New South Wales, Australia for $A22.4 million through the purchase
of TPH Group Pty Ltd.
There are no other subsequent events that would have a material effect on these financial statements.
23. New standards and interpretations
Relevant standards, amendments and interpretations to existing standards that are not yet effective and have not been early
adopted by the Group
There are various standards, amendments and interpretations which were assessed as having an immaterial impact on the Group.
There are no other NZ IFRS, NZ IFRIC interpretations or other applicable IFRS that are effective for the first time for the financial
period beginning on 1 January 2020 that had a material impact on the financial statements.
24. Fees paid to auditor
$NZ000’s 31 Dec 202031 Dec 2019
Audit of financial statements
Audit and review of financial statements – PwC714 515
Other services – Performed by PwC
Specified procedures on landlord certificates 3 2
Review of Yum! Advertising Co-operative report 6 6
Total other services 9 8
Total fees paid to auditor723 523
25. Donations
$NZ000’s 31 Dec 202031 Dec 2019
Donations396 310
77
Annual Report 31 December 2020
76
Restaurant Brands New Zealand Limited
Notes to and forming part of the financial statements (continued)
for the year ended 31 December 2020
26. Business combinations
California acquisition
On 2 September 2020 in New Zealand, which corresponds to 1 September 2020 in the USA, the Group acquired the assets of
Great American Chicken Corp, Inc. and Great American Chicken LLC. The assets acquired were in relation to 58 KFC stores and
11 joint KFC / Taco Bell stores, together with a head office facility in Southern California. Control of the stores passed in effect
on 2 September 2020 in New Zealand.
The goodwill of $26.5 million arising upon this acquisition is attributable to the business know-how and the premium paid for
strategic reasons, including acquiring an entry point into the US mainland market.
Included in the consolidated statement of comprehensive income are sales of $51.9 million and a net loss after tax of
$3.3 million. Due to a non-disclosure agreement signed with Great American Chicken Corp, Inc. and Great American Chicken LLC
it is impracticable to disclose what the contribution to revenue and profit and loss would have been had the acquisition occurred
at the beginning of the annual reporting period.
The following summarises the consideration paid and the fair value of the assets acquired and liabilities assumed on the
acquisition date.
$NZ000’s
Cash consideration paid119,198
Recognised amounts of identifiable assets acquired and liabilities assumed
Property, plant and equipment33,655
Intangibles – acquired franchise rights58,512
NZ IFRS 16 initial recognition
Right of use lease assets158,073
Lease liabilities(157,0 0 7 )
Deferred tax(70)
Working capital items
Cash141
Inventory695
Prepayments276
Accounts payable(419)
Deferred income(1,136 )
Total identified assets and liabilities92,720
Goodwill26,478
The valuation of both the tangible and intangible assets are areas where estimates and judgements have a significant risk of
causing a material adjustment to the fair value of the recognised amounts of identifiable assets acquired and liabilities assumed.
The Group engaged third parties to value the tangible assets, leases and the intangible assets related to franchise agreements.
The valuation of franchise agreements was based on discounted cash flow methodology. Cash flows have been prepared both with
and without the existing franchise agreements factored into the model to assess the value attributable to the existing franchise
agreements. Goodwill is expected to be deductible for tax purposes over a 15 year period.
The valuation of property, plant and equipment was completed using a cost approach. The cost approach considers the cost to
replace existing assets less the amount of depreciation in the asset. A market approach was also used for some assets where a
active secondary market was identified.
The fair value of plant and equipment has been determined on a provisional basis due to the acquisition being completed close to
the financial year end pending a final review of the fair value of certain items within property, plant and equipment. The fair value of
these assets will be finalised within 12 months from the acquisition date.
KFC New Zealand acquisition
In September 2020 the Group acquired a KFC store in New Zealand for $3.2 million. The store contributed sales of $0.9 million
and net profit after tax of $0.1 million in the consolidated statement of comprehensive income. The acquisition gives rise to
$2.7 million of goodwill.
Prior year acquisition
During the year $0.4 million cash was received as a final cash wash up in relation to the 2014 acquisition of 7 Carl’s Jr. stores from
Forsgren NZ Ltd. This amount had previously been held in escrow but final settlement was reached in the current year and the cash
was released to the Group.
27. COV I D -19
On 30 January 2020, the spread of COVID-19 was declared a public health emergency by the World Health Organisation. Following
this, on 25 March 2020, the New Zealand Government raised its Alert level to 4 which entailed a full lockdown of non-essential
services. During Alert level 4, the Group’s operations in New Zealand were deemed to be a non-essential service, and as a result,
all stores were closed. On 28 April stores in New Zealand were re-opened during Alert level 3 for drive through and delivery. In
Australia and the USA, there were closures of the dine-in business and a number of in-line and mall stores during the month of
April. The closures of these stores and the restrictions to dine-in options has continued for most of the reporting period.
An assessment of the impact of COVID-19 on the Group consolidated financial statements is set out below, based on information
available at the time of preparing these consolidated financial statements:
Government grants – New Zealand: The Group has claimed $22.0 million under the New Zealand Wage Subsidy Scheme for the
12 weeks beginning 26 March. This has been recognised and disclosed separately in the consolidated statement of comprehensive
income. For further information about the New Zealand Government grant claimed see note 2.
Paycheck Protection Program (PPP) loan: Included within the Group’s loan balance is $11.3 million ($US8.1 million) relating to a
PPP loan received by the Hawaii division as part of the USA Government response to COVID-19. An application for this loan to be
forgiven has been filed with the USA Federal Government Small Business Association (SBA). The Group believes the companies
within the Hawaii division met the criteria to qualify for the loan at the date of the application and that all requirements have been
met to qualify for full forgiveness of the loan by the SBA. The eligibility and forgiveness is currently under audit by the SBA, which
may conclude the Hawaii division is not deemed eligible and the loan may not be forgiven. If this is the outcome of the audit the
companies would be required to start making repayments towards the PPP loan as well as 1% interest on that loan from the period
it was received until the date it is repaid. A decision from the SBA is expected in the first quarter of 2021. The portion of the loan
due within one year, if forgiveness is not granted on this date, has been included as a current liability and the remainder of the loan
is classified as non-current. The loan expires in April 2022. If forgiveness of the loan is approved by the SBA it will be recognised
in the consolidated statement of comprehensive income, until that time it is held as a financial liability disclosed as a loan on the
statement of financial position.
Reclassification of the PPP loan as previously disclosed in the unaudited consolidated financial statements for the six months
ended 30 June 2020: In the unaudited consolidated financial statements for the six months ended 30 June 2020, the PPP
loan was classified as a financial liability and disclosed as deferred income. In light of updated guidance from the SBA and US
Department of the Treasury, the Group is unable to assess that forgiveness of the loan is reasonably assured in advance of
confirmation of forgiveness by the SBA. The loan no longer meets the criteria to be classified as a government grant. Accordingly,
the loan has been classified as a financial liability and disclosed as a loan in the 31 December 2020 consolidated financial
statements. This reclassification will be disclosed in the unaudited consolidated financial statements of the Group for the six
months ending 30 June 2021.
Property, plant and equipment: Property, plant and equipment are stated at historical cost less depreciation and impairment.
Following recovery of operations since the April period, COVID-19 and the resulting economic impacts, as assessed at this
reporting period, is not an external indicator of impairment. The Group has therefore concluded that no impairment is required due
to the impact of COVID-19.
Right-of-use assets and lease liabilities: The Group has engaged with landlords for rent relief as a result of the lock down in
New Zealand and the reduced trading in the other divisions. To date, $1.3 million in rent relief has been included as negative
variable rental payments in the consolidated statement of comprehensive income.
Goodwill: Following recovery of operations since the April period, COVID-19 and the resulting economic impacts, as assessed at
this reporting period, is not an external indicator of impairment. Discount rates have also reduced as a result of decreases in market
interest rates. The recoverable amount has increased from the calculation performed at 31 December 2019. For this reporting
period, any reasonably possible change in the key assumptions used in the calculations would not cause the carrying amount to
exceed its recoverable amount. The key assumptions applied at 31 December 2020 include any long term effects brought about
by COVID-19. Refer note 15 for further details.
No other significant measurement impacts were noted. Management are aware that there is a level of uncertainty regarding the
future impact of COVID-19, however no impact on the going concern status of the Group has been identified as a result of this.
79
Annual Report 31 December 2020
78
Restaurant Brands New Zealand Limited
Notes to and forming part of the financial statements (continued)
for the year ended 31 December 2020
28. Deed of Cross Guarantee
Pursuant to the Australian Securities and Investment Commission (ASIC) Class Order 98/1418, the wholly owned subsidiary, QSR
Pty Limited (QSR), is relieved from the Corporations Act 2001 requirement for the preparation, audit and lodgement of financial
reports.
It is a condition of that class order that Restaurant Brands New Zealand Limited (RBNZ) and QSR enter into a Deed of Cross
Guarantee (Deed). On 9 February 2017 a Deed was executed between RBNZ, QSR, Restaurant Brands Australia Pty Limited and
Restaurant Brands Australia Holdings Pty Limited under which each company guarantees the debts of the others.
Set out below is the consolidated information for the year ended 31 December 2020 of the closed group consisting of RBNZ, QSR,
Restaurant Brands Australia Holdings Pty Limited and Restaurant Brands Australia Pty Limited.
$NZ000’s 31 Dec 202031 Dec 2019
Financial information in relation to:
(i) Statement of profit and loss and other comprehensive income
Operating revenue214,923 169,10 5
Earnings before interest and taxation (EBIT)8,576 7,410
Financing expenses(9,863)(7,570)
Profit before taxation(1,287)(160)
Taxation expense(1,721)(415)
Profit after taxation(3,008)(575)
Items that may be reclassified subsequently to the statement of comprehensive income:
Exchange differences on translating foreign operations577 (217 )
Derivative hedge reserve(31)(725)
Taxation expense relating to components of other comprehensive income10 217
Other comprehensive income net of tax556 (725)
Total comprehensive income(2,452)(1,300)
(ii) Summary of movements in retained earnings
Retained earnings at the beginning of the period122,129 129, 241
NZ IFRS opening balance adjustment – (5, 812)
Total comprehensive income(2,452)(1,300)
Retained earnings at the end of the year119 , 6 7 7 122,129
$NZ000’s 31 Dec 202031 Dec 2019
(iii) Statement of financial position
Non-current assets
Property, plant and equipment67, 930 54,884
Right of use assets126,642 111, 2 2 6
Intangible assets100,587 97,291
Deferred tax asset9,084 9,199
Investment in subsidiaries239,353 231,790
Total non-current assets543,596 504,390
Current assets
Inventories1,244 1,082
Trade and other receivables2,473 2,666
Income tax receivable3,355 1,119
Amounts receivable from subsidiaries16,019 16 ,181
Cash and cash equivalents9,15 0 23,068
Total current assets32,241 4 4 ,116
Total assets575,837 548,506
Equity attributable to shareholders
Share capital154,565 154,565
Reserves(4,915)(5,472)
Retained earnings(29,973)(26,964)
Total equity attributable to shareholders119 , 6 7 7 122,129
Non-current liabilities
Provisions1,671 1,540
Lease liabilities133,958 114 , 8 8 6
Loans71,151 –
Derivative financial instruments1,876 1,842
Total non-current liabilities208,656 118 , 2 6 8
Current liabilities
Trade and other payables20,596 17,120
Provisions1,054 1,889
Loans – 97,522
Lease liabilities7, 946 7,920
Amounts payable to subsidiaries217,908 183,658
Total current liabilities247, 504 30 8 ,10 9
Total liabilities4 5 6 ,16 0 426,37 7
Total equity and liabilities575,837 548,506
81
Annual Report 31 December 2020
80
Restaurant Brands New Zealand Limited
Independent auditor’s report
To the Shareholders of Restaurant Brands New Zealand Limited
Our opinion
In our opinion, the accompanying financial statements of Restaurant Brands New Zealand Limited (the Company), including its
subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at 31 December 2020, its
financial performance and its 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).
What we have audited
The Group’s financial statements comprise:
– the consolidated statement of financial position as at 31 December 2020;
– the consolidated statement of comprehensive income for the year then ended;
– the consolidated statement of changes in equity for the year then ended;
– the consolidated statement of cash flows for the year then ended; and the notes to and forming part of the financial
statements, which include significant accounting policies and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International
Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditor’s responsibilities
for the audit of the financial statements
section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for
Assurance Practitioners (including International Independence Standards) (New Zealand)
(PES 1) issued by the New Zealand
Auditing and Assurance Standards Board and the
International Code of Ethics for Professional Accountants (including
International Independence Standards)
issued by the International Ethics Standards Board for Accountants (IESBA Code), and
we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the areas of specified procedures on landlord certificates and review of
Yum! Advertising Co-operative report. The provision of these other services has not impaired our independence as auditor of
the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Description of the key audit matterHow our audit addressed the key audit matter
Accounting for the California acquisition
The Group acquired the assets of Great American Chicken
Corp, Inc. and Great American Chicken LLC on 2 September
2020 as disclosed in note 26 for $119.2 million.
Our audit focused on this area because the acquisition has
financial significance to the Group. It is a large transaction with
significant judgements and assumptions involved in identifying
and determining fair value of the acquired assets and liabilities,
particularly the identified intangible assets.
Management, with the assistance of their independent valuation
experts, have estimated acquisition fair values for the following
material assets and liabilities:
– Franchise rights of $58.5 million
– Property, plant and equipment of $33.7 million
– Right of use lease asset of $158.1 million and corresponding
lease liabilities of $157.0 million. This includes management’s
fair value assessment of favourable and unfavourable leases
– Goodwill of $26.5 million.
Our audit focused on the significant management estimates and
judgments used in establishing the fair values of acquired assets
and liabilities. Our procedures included:
– Obtaining an understanding of the acquisition, including the
key terms and conditions, assets and liabilities acquired, by
reading relevant agreements and documents;
– Assessing and agreeing that the assets acquired and liabilities
assumed constitute a business and not an asset acquisition;
– Reviewing relevant information such as vendor financial
statements, management’s experts’ valuation reports, minutes
and significant contracts to assess the completeness of
the acquired assets and liabilities. We did not identify any
contingent assets or liabilities;
– Gaining an understanding of the valuation approach and
methodology undertaken by management and management’s
experts to identify separately identifiable intangible assets and
fair value the assets and liabilities acquired;
– Considering whether the recognition and measurement of
acquired assets (excluding separately identifiable intangible
assets noted above) and liabilities was consistent with the
requirements of the accounting standards;
– Assessing tax treatment of the acquisition costs and tax
implications of the acquisition with the assistance of our PwC
tax specialists;
– Testing the completeness, accuracy and valuation of the
recognition of right of use assets and lease liabilities for the
acquired leases, including assessing the appropriateness of
management’s incremental borrowing rates with the assistance
of our internal valuation experts;
– Testing the completeness, accuracy, relevance and
mathematical accuracy of the source data used within
the valuations;
– Engaging our auditor’s valuation experts to:
a) assess the valuation approach and methodology
undertaken by management in relation to franchise
rights, property, plant and equipment and favourable
and unfavourable leases;
b) evaluate management’s assumptions regarding the
above valuations;
– Considering the independence and competence of
management’s valuation experts; and
– Considering the sufficiency of disclosures in the
financial statements.
As a result of our procedures we have no matters to report.
83
Annual Report 31 December 2020
82
Restaurant Brands New Zealand Limited
Independent auditor’s report (continued)
Description of the key audit matter (continued)How our audit addressed the key audit matter (continued)
Goodwill impairment tests for Pizza Hut New Zealand and KFC
and Taco Bell California
In addressing the estimation and judgements in relation to future
performance of the Pizza Hut New Zealand and KFC and Taco
Bell California CGUs our audit procedures included:
– Gaining an understanding of the business process applied by
management in preparing the impairment assessment;
– Testing the mathematical accuracy of the model used to
determine the VIU of the CGU;
– Reviewing historical years’ actual store sales and profitability
against the original budgeted performance to determine the
reliability of the budgeting process and considering the impact
on forecast performance;
– Agreeing forecast future performance included in the
impairment assessments to three year budgets approved by
the Board of Directors;
– Challenging key assumptions used in the VIU model in relation
to sales growth and EBITDA margins, terminal year sales and
EBITDA growth, discount rate and, for Pizza Hut New Zealand,
challenging the assumption around improved results due to
the store sales programme, and assessing whether these
are reasonable by understanding strategic and operational
initiatives underway, along with reviewing monthly performance
trends to assess whether profitability initiatives have been
successful to date;
– Evaluating whether corporate costs had been allocated
appropriately and included in the cash flows for each CGU;
– With the assistance of our auditor’s valuation expert, assessing
the appropriateness of the terminal growth and discount rates
as well as considering industry trends and external market
forecasts for the industry;
– Testing the calculation of the carrying amounts of the CGU
assets;
– Performing a sensitivity analysis over key assumptions to
determine whether reasonably possible changes would result
in impairment of goodwill; and
– Reviewing the financial statements to ensure appropriate
identification and disclosure of key assumptions.
As disclosed in Note 15, the Group has recognised goodwill of
$7.8 million relating to Pizza Hut New Zealand and $24.9 million
relating to the acquisition of KFC and Taco Bell California.
Management performed an annual impairment assessment
using discounted cash flow value in use (VIU) models to
determine whether the carrying value of assets held by each
of these cash generating units (CGUs) are recoverable.
Our audit focussed on this area as it involves estimation and
judgement about future business performance which includes
certain key assumptions such as sales growth, EBITDA margin,
terminal year sales and EBITDA growth, the discount rate and,
for Pizza Hut New Zealand, improved results due to the store
sales programme.
For each of the Pizza Hut New Zealand and the KFC and
Taco Bell California CGUs, the recoverable amount based
on the value in use was higher than the carrying value of the
CGU and as a result, no impairment charge was recognised.
For both Pizza Hut New Zealand and KFC and Taco Bell
California any reasonably possible change in the key
assumptions used in the calculations would not cause the
carrying amount to exceed its recoverable amount.
Materiality
Group scoping
Key audit
matters
Our audit approach
Overview
Overall group materiality: $2.2 million, which represents approximately 5% of profit before tax.
We chose profit before tax as the benchmark because, in our view, it is the benchmark against which the
performance of the Group is most commonly measured by users and is a generally accepted benchmark.
Following our assessment of the risk of material misstatement, we:
– Performed full scope audits for all the Group’s principal business units in New Zealand, Australia, Hawaii
and California based on their financial significance;
– Performed specified audit procedures and analytical review procedures over three of the remaining
entities.
As reported above, we have two key audit matters, being:
– Accounting for the California acquisition
– Goodwill impairment tests for Pizza Hut New Zealand and KFC and Taco Bell California
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
In particular, we considered where management made subjective judgements; for example, in respect of significant accounting
estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also
addressed the risk of management override of internal controls, including among other matters, consideration of whether there was
evidence of bias that represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance about
whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are
considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group
materiality for the financial statements as a whole as set out above. These, together with qualitative considerations, helped us to
determine the scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements,
both individually and in aggregate, on the financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements
as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the
Group operates.
The materiality levels applied in the full scope audits of the principal business units were calculated by reference to a portion of Group
materiality appropriate to the relative scale of the business concerned.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual report
(but does not include the financial statements and our auditor’s report thereon). The other information we obtained prior to the date
of this auditor’s report comprised the Historical Summary, Consolidated Income Statement, Non-GAAP Financial Measures and the
Directors’ statement. The remaining other information is expected to be made available to us after that date.
Our opinion on the financial statements does not cover the other information and we do not and will not express any form of audit
opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.
When we read the other information not yet received, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to the Directors and use our professional judgement to determine the appropriate action to take.
84
Restaurant Brands New Zealand Limited
85
Annual Report 31 December 2020
Other Information
ContentsPage
Shareholder information86
Statutory information88
Statement of corporate governance91
Corporate directory100
Financial calendar100
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in
accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either
intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s
website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s Shareholders, as a body. Our audit work has been undertaken so that we might state
those matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s Shareholders, as a body,
for our audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Philippa (Pip) Cameron.
For and on behalf of:
Chartered Accountants Auckland
25 February 2021
Independent auditor’s report (continued)
87
Annual Report 31 December 2020
86
Restaurant Brands New Zealand Limited
New Zealand Central Security Depository Limited (NZCSD) is a depository system which allows electronic trading of securities to
its members. As at 23 February 2021, the NZCSD holdings in Restaurant Brands were:
Number of
ordinary shares
Percentage of
ordinary shares
HSBC Nominees (New Zealand) Limited - NZCSD
1
9 7,128 , 30 77 7.85%
Citibank Nominees (New Zealand) Limited - NZCSD4,094,7753.28%
JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct - NZCSD3 ,130 , 9592 . 51%
National Nominees Limited - NZCSD2,697,9202.16 %
Accident Compensation Corporation - NZCSD972,4380.78%
HSBC Nominees (New Zealand) Limited A/C State Street - NZCSD961,0870.77%
BNP Paribas Nominees (NZ) Limited - NZCSD507,3300.40%
BNP Paribas Nominees (NZ) Limited - NZCSD4 6 4 ,1530.37%
BNP Paribas Nominees (NZ) Limited - NZCSD356,2280.29%
Public Trust <NZCSD>264,2470.21%
ANZ Custodial Services New Zealand Limited - NZCSD81,8780.07%
Queen Street Nominees ACF Hobson Wealth - NZCSD18,9570.02%
Public Trust Class 10 Nominees Limited - NZCSD9,4670.01%
HSBC Nominees A/C NZ Superannuation Fund Nominees Limited - NZCSD1,3050.00%
Queen Street Nominees ACF Koura Wealth Ltd - NZCSD8010.00%
110 , 6 8 9 , 8 5 288.72%
1 Included in HSBC Nominees (New Zealand) Limited is 93,568,919 shares owned by Global Valar, S.L.
4. Substantial product holders
The following person had given notices as at 27 March 2019, in accordance with subpart 5 of part 5 of the New Zealand Finance Market
Conduct Act 2013 that they were substantial product holders in the Company and held a relevant interest in the number of ordinary
shares shown below.
Date of
notice
Number of
ordinary shares
Percentage
of voting
securities
Global Valar, S.L.27 March 201993,568,89275.00%
5. Shares on issue
As at 31 December 2020, the total number of ordinary shares of the company was 124,758,523.
6. Directors’ security holdings
As at 31 December 2020 no Directors held individual shareholdings in the Group.
7. NZX waivers
Restaurant Brands New Zealand Limited relied on the Class Waiver from Rule 3.5.1 of the NZX Listing Rules granted by NZX on
3 April 2020 to release its half year results outside the 60 day reporting requirement. No other waivers have been granted by the
NZX during the financial year ended 31 December 2020.
Shareholder information
as at 23 February 2021 (unless otherwise stated)
1. Stock exchange listings
The Company’s ordinary shares are dual listed on the main board equity securities markets operated by the NZX and ASX.
2. Distribution of security holders and security holdings
Size of HoldingNumber of security holdersNumber of securities
1 to 9993,50364.54%1,156 ,6570.93%
1,000 to 4,9991,5802 9 .11%3 ,112 , 2 7 92.49%
5,000 to 9,9991943.57%1,281,9131.03%
10,000 to 49,99912 72.34%2,348,7271.88%
50,000 to 99,999120.22%752,8460.60%
100,000 to 499,99980 .15%1,953,3801.57%
500,000+40.07%114 ,152 , 7 2191.50%
5,428100.00%124,758,523100.00%
Geographic distribution
New Zealand5,21696.09%124, 380,7 8999.70%
Australia1212.23%175,4830 .14%
Rest of World911.68%2 0 2 , 2510 .16 %
5,428100.00%124,758,523100.00%
3. 20 largest registered holders of quoted equity securities
Number of
ordinary shares
Percentage of
ordinary shares
New Zealand Central Securities Depository Limited110 , 6 8 9 , 8 5288.72%
Hobson Wealth Custodians Limited <Resident cash account>2,004,8981.61%
Custodial Services Limited <A/C 4>882,6210.71%
New Zealand Depository Nominee Limited<A/C 1 Cash account>575,3500.46%
Custodial Services Limited <A/C 3>3 9 8 , 7 110.32%
Custodial Services Limited <A/C 2>378,5700.30%
FNZ Custodians Limited 327,4360.26%
Custodial Services Limited <A/C 18>218 ,10 30 .17 %
Custodial Services Limited <A/C 1>191,7650 .15%
Custodial Services Limited <A/C 16>169,7490 .14%
JA Hong Koo & Pyung Keum Koo162,9 7 70 .13%
Russel Ernest George Creedy 106,0690.09%
Hobson Wealth Custodians Limited <Non resident cash account>94,5910.08%
Antony Richard Kerr & Philp Jack Bexley <The A R Kerr Family A/C>80,0000.06%
David Mitchell Odlin6 7, 0 410.05%
Investment Custodial Services Limited <A/C C>62,7020.05%
Margarete Freeland61,0840.05%
Barry John Eagle & Verena Turner <S G Turner Family A/C>59,7080.05%
Louis Keith Falkner59,7080.05%
Hobson Wealth Custodians Limited <Resident DRP account>58,2640.05%
116,649,19993.50%
89
Annual Report 31 December 2020
88
Restaurant Brands New Zealand Limited
(c) General disclosure of interest
In accordance with section 140 (2) of the Companies Act 1993, Directors of the Company have made general disclosures of interest
in writing to the Board of positions held in other named companies or parties as follows:
NamePositionParty
J ParésExecutive chairmanAmRest Holdings SE
Director Grupo Finaccess S.A.P.I de C.V.
PresidentFinaccess Capital USA
E FullaondoDirectorAmRest Holdings SE
C FernándezChairmanGrupo Finaccess S.A.P.I de C.V.
DirectorAmRest Holdings SE
DirectorInmobiliaria Colonial, S.A.
LM ÁlvarezChairmanCompitalia, S.A. de C.V.
DirectorFinaccess, S.A.P.I. de C.V.
DirectorGlobal Beverage Team
DirectorAmRest Holdings SA
H M LimDirectorAsia New Zealand Foundation
DirectorAuckland Regional Amenities Funding Board
DirectorMiddlemore Foundation
S WardDirectorSydney Airport Limited
ChairmanSecureFuture Wiri Limited
DirectorTCF Commercial Finance New Zealand Limited
ChairmanAdvisory Council to the Financial Dispute Resolution Service
Deputy ChairNational Provident Fund
DirectorWindoma Holdings Limited
Deputy chairmanLife Flight Trust
Board memberWellington Free Ambulance
Trus teeWellington Free Ambulance Trust
DirectorRenaissance Holdings (NZ) Limited
ConsultantSimpson Grierson
(d) Directors’ indemnity and insurance
The Company has insured all its Directors and the Directors of its subsidiaries against liabilities to other parties (except the Company
or a related party of the Company) that may arise from their position as Directors. The insurance does not cover liabilities arising from
criminal actions.
The Company has executed a deed of indemnity indemnifying all Directors to the extent permitted by section 162 of the Companies
Ac t 1993.
Statutory information
for the year ended 31 December 2020
1. Directorships
The names of the Directors of the Company as at 31 December 2020 are set out on pages 38 and 39 of this annual report.
Grant Ellis and Russel Creedy are Directors of all subsidiary companies.
Arif Khan is a Director of Restaurant Brands Limited, RB Holdings Limited, RBDNZ Holdings Limited, Restaurant Brands Properties
Limited, RBP Holdings Limited, Restaurant Brands Pizza Limited, RBN Holdings Limited and Restaurant Brands Nominees Limited.
Ashley Jones is a Director of Restaurant Brands Australia Pty Limited, Restaurant Brands Australia Holding Pty Limited and
QSR Pty Limited.
Kevin Kurihara is a Director of Restaurant Brands US Holdings Limited, Pacific Island Restaurant Inc., TD Foods Group Inc.,
Taco Aloha Inc., Hawaii Pizza Hut Inc. Pizza Hut of Guam, Inc., Pizza Hut of Saipan, Inc. and TB Guam, Inc.
2. Directors and remuneration
NZ$000’s
Total
remuneration
J Parés75
E Fullaondo90
C Fernández–
LM Álvarez75
H M Lim90
S Ward90
420
3. Entries recorded in the interests register
The follow entries were recorded in the interest register of the Company and its subsidiaries during the year ended 31 December 2020.
(a) Share dealings of Directors
No shares were bought or sold by Directors during the year ended 31 December 2020.
(b) Loans to Directors
There were no loans to Directors during the year ended 31 December 2020.
91
Annual Report 31 December 2020
90
Restaurant Brands New Zealand Limited
Overview
Restaurant Brands New Zealand Limited (the Company) is listed on the NZX Main Board and as a Foreign Exempt Listing on the
ASX (both under the ticker code “RBD”).
The Board is committed to having best-practice governance structures and principles and to following the guiding values of the
Company: integrity, respect, continuous improvement and service. In this part of the annual report, we provide an overview of the
Company’s corporate governance framework. It is structured to follow the recommendations set out in the NZX Corporate Governance
Code 2017 (the “NZX Code”) and discloses how the Company is applying these recommendations.
The Board considers that as at 31 December 2020, the corporate governance practices it has adopted are in compliance with the
NZX Code other than:
• Recommendation 2.8 (stating that a majority of the Board should be independent Directors); and
• Recommendation 2.9 (stating that an issuer should have an independent chair of the Board).
An explanation as to why these Recommendations have not been adopted is provided under Principle 2 on page 92.
Principle 1 – Code of ethical behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards
being followed throughout the organisation.”
Group Ethical Conduct Policy
The Company’s Group Ethical Conduct Policy sets out the ethical standards the Board expects all Directors, officers, employees,
contractors and agents to adhere to when they represent the Company and its subsidiaries. The policy covers a wide range of areas
including: standards of professional behaviour, compliance with laws and policies, conflicts of interest, gifts and entertainment and
proper use of Company assets and information. The policy requires the reporting of breaches (or suspected breaches) of the policy.
In addition, each geographic business unit of the Company (i.e. New Zealand, Australia and United States) (referred to as a Local
Operating Division) is empowered to adopt specific policies and/or procedures that complement, enhance or supplement the
general standards set out in the Group Ethical Conduct Policy if appropriate for that Local Operating Division.
The Group Ethical Conduct Policy is available on the Company’s website and is subject to biennial reviews.
Interests register
The Board maintains an interests register. In considering matters affecting the Company, Directors are required to disclose any
actual or potential conflicts. Where a conflict or potential conflict has been disclosed, the Director takes no further part in receipt
of information or participation in discussions on that matter.
Group Securities (Insider Trading) Policy
The Group Securities (Insider Trading) Policy details the Company’s securities trading policy and includes restrictions on and procedures
for Directors and employees trading in the Company’s financial products. In particular, the policy:
• prohibits trading by an individual holding non-public material information about the Company;
• requires all Directors, officers, employees and contractors of the Company to obtain permission before trading can occur; and
• prohibits Directors, the Group CEO, Group CFO and direct reports to the Group CEO and Group CFO from trading outside of
set 8 week trading windows that follow:
›the release of half and full year results; or
› the issuance of a “cleansing statement” under the Financial Markets Conduct Act 2013.
Statement of corporate governance
for the year ended 31 December 2020
4. Employees’ remuneration
During the period the following number of employees or former employees received remuneration of at least $100,000:
Number of employees
Dec 2020Dec 2019
$100,000–$109,999229
$110,000–$119,99976
$120,000–$129,999164
$130,000–$139,999105
$140,000–$149,99992
$150,000–$159,999103
$160,000–$169,99911
$170,000–$179,99924
$180,000–$189,99931
$190,000–$199,99922
$200,000–$209,99922
$210,000–$219,99951
$220,000–$229,999– 2
$230,000–$239,99952
$240,000–$249,9993–
$250,000–$259,99921
$260,000–$269,9992–
$290,000–$299,999– 1
$350,000–$359,9991–
$370,000–$379,999– 1
$390,000–$399,999– 2
$400,000–$409,999– 1
$420,000–$429,9992–
$450,000–$459,9991–
$800,000–$809,999– 1
$1,260,000–$1,269,9991–
$2,300,000–$2,309,9991–
10751
Note that the December 2019 period is for a 44 week period. The disclosure above therefore represents the amounts employees
received during this 44 week period.
5. Subsidiary Company Directors
No employee of the Company appointed as a Director of the Company or its subsidiaries receives, or retains any remuneration or
benefit, as a Director. The remuneration and other benefits of such employees, received as employees, are included in the relevant
bandings for remuneration disclosure under note 4 above.
Statutory information (continued)
for the year ended 31 December 2020
93
Annual Report 31 December 2020
92
Restaurant Brands New Zealand Limited
Statement of corporate governance (continued)
for the year ended 31 December 2020
Nomination and appointment
The Board has adopted a Director Nomination and Appointment Procedure. This procedure is administered by the Remuneration and
Nominations Committee and includes guidelines relating to Board composition, considerations for new Director appointments and the
process by which potential Directors are nominated and assessed.
Written agreement
The Director Nomination and Appointment Procedure requires the terms of appointment for all new Directors to be set out in a formal
letter of appointment and also stipulates that new Directors are to receive induction training regarding the Company’s values and
culture, governance framework, the Group Ethical Conduct Policy, Board and Committee policies, processes and key issues, financial
management and business operations.
Diversity
The Company and the Board are committed to promoting a diverse and inclusive workplace. This is outlined in the Group Diversity
Policy which is available on the Company’s website. The Company endeavours to ensure diversity at all levels of the organisation to
ensure a balance of skills and perspectives are available in the service of its shareholders and customers.
As at 31 December 2020, the gender balance of the Company’s Directors, officers and all employees is as follows:
DirectorsOfficers
*
Employees
Dec 2020 Dec 2019 Dec 2020 Dec 2019Dec 2020Dec 2019
Female1 17%1 17 %333%117 %6 ,175 51%5,032 52%
Male5 83%5 83%6 67%5 83%5,898 49%4,567 48%
Total6 100%6 100%9 100%6 100%12,073 100%9,599 100%
* “Officers” is defined in the NZX Listing Rules as only including those members of management who report directly to the Board or report directly to a
person who reports to the Board. As at 31 December 2020, the Group CEO is the only direct report to the Board and the Group CFO, CPO, CLCO, CMO
and four Local Operating Division CEOs are the only direct reports to the Group CEO.
The Group Diversity Policy requires the Remuneration and Nominations Committee to develop and recommend to the Board a set of
measurable goals for the Company to drive achievement of the objectives of the policy. The Board considers that the performance of
the Company during the year ended 31 December 2020 in relation to most of the systemic elements of the Group Diversity Policy was
satisfactory.
Board appraisal and training
The Board has adopted a performance appraisal programme by which it biennially monitors and assesses individual and Board
performance. The most recent review covering the performance of the Board, the Board committees and individual Directors against
the relevant charters, corporate governance policies and agreed goals and objectives was carried out with the assistance of an
external facilitator.
The Company does not impose any specific training requirements on its Directors but does expect all Directors to carry out
appropriate training to enable them to effectively perform their duties. New Directors complete an induction programme with
company senior management.
Access to resources and advice
Directors may seek their own independent professional advice to assist with their responsibilities. During the 2020 financial year,
no Director sought their own independent professional advice, but the Board sought external advice and/or assistance with respect to:
• potential structures for a senior executive long term incentive scheme; and
• the design and implementation of an enhanced Risk Management Framework.
Principle 2 – Board composition & performance
“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
Responsibilities of the Board
The Board is responsible for the proper direction and control of the Company’s activities and is the ultimate decision-making body
of the Company. The Board has adopted a formal Board Charter detailing its authority, responsibilities, membership and operation.
The Board Charter is available for viewing on the Company’s website.
The key responsibilities of the Board under the Board Charter include setting strategic direction, approval of significant expenditures,
policy determination, stewardship of the Company’s assets, identification of significant business risks, legal compliance and monitoring
management performance.
Delegation
The Board has delegated responsibility for the day-to-day leadership and management of the Company to the Group Chief Executive
Officer (Group CEO) who is required to do so in accordance with Board direction. The Group CEO’s performance is reviewed each
year by the Board. The review includes a formal performance appraisal against measured objectives together with a qualitative review.
The Board has approved a schedule of delegated authorities affecting all aspects of the Company’s operation. This is reviewed from
time to time as to appropriateness and levels of delegation.
Composition and focus
The Company’s constitution prescribes a minimum of three Directors and, as at 31 December 2020, the Board comprised six non-
executive Directors (including the Chairman). As at the date of publication of this annual report, the Board comprises six non-executive
Directors (including the Chairman).
Profiles of the current Directors, together with a summary of skill sets, included in the ‘Board of Directors’ section of this annual report
and on the Company’s website.
As at 31 December 2020, Emilio Fullaondo, Huei Min (Lyn) Lim and Stephen Ward were considered by the Board to be independent
under the NZX Listing Rules as they are not executives of the Company and do not have any direct or indirect interests or relationships
that could reasonably influence, in a material way, their decisions in relation to the Company. José Parés, Carlos Fernández and Luis
Miguel Álvarez were considered to not be independent as they represent a significant shareholding. Per the Company’s Constitution,
in the case of an equality of votes when a resolution of the Board is tabled, the chair of the Board has a casting vote.
The Board does not have a policy on a minimum number of independent Directors.
The Board elected to not adopt Recommendation 2.8 (stating that a majority of the Board should be independent Directors) and
Recommendation 2.9 (stating that an issuer should have an independent chair of the Board) of the NZX Corporate Governance Code
during 2020 on the basis that it is appropriate for a relatively new shareholder holding 75% of the Company’s shares (i.e. Finaccess)
to be represented by a majority of the Board. With the Board comprising of six Directors during 2020, such majority representation
is achieved by the chair of the Board being a non-independent Director with the ability to exercise a casting vote. The chairs of all
sub-committees of the Board (being the Audit & Risk, Health & Safety and Remuneration & Nominations Committees) are independent
Directors.
In February 2021, the Board announced that a fourth independent Director would join the Board from 1 April 2021 and so the
composition of the Board will comply with Recommendation 2.8 from that date.
The roles of Chairman and Group Chief Executive Officer are exercised by separate persons. In addition to committee responsibilities
(below), individual Board members work directly with management in major initiatives such as acquisitions and asset rationalisations.
Shareholding
There is no prescribed minimum shareholding for Directors, refer to the ‘Shareholder Information’ section of this annual report for
more detail.
Directors may purchase shares upon providing proper notice of their intention to do so and in compliance with the operation of the
Company’s Group Securities (Insider Trading) Policy (see above).
95
Annual Report 31 December 2020
94
Restaurant Brands New Zealand Limited
Statement of corporate governance (continued)
for the year ended 31 December 2020
Health and Safety Committee
As at 31 December 2019, the members of the Health and Safety Committee were Huei Min (Lyn) Lim (Chair), Stephen Ward and Emilio
Fullaondo. This committee is constituted to assist the Board to provide leadership and policy in discharging its health and safety
governance duties. In particular, the Health and Safety Committee is responsible for administering the Company’s Health and Safety
Framework, monitoring and assessing the Company’s Health and Safety performance and developing Health and Safety targets/
objectives for the business.
The Terms of Reference for the Health and Safety Committee are set out in the Board Health and Safety Charter which is available
on the Company’s website.
Other sub-committees may be constituted and meet for specific ad-hoc purposes as required.
Takeover protocols
The Board has adopted a set of Takeover Procedures and Protocols to be followed if there is a takeover offer for the Company.
The Takeover Procedures and Protocols provides for the formation of a committee of independent Directors to consider and manage
a takeover offer in accordance with the Takeovers Code.
Principle 4 – Reporting and disclosure
“The Board should demand integrity in financial and non-financial reporting and in the timeliness and balance of corporate disclosures.”
Continuous Disclosure Policy
The Board and Company are committed to promoting shareholder and market confidence through open, timely and accurate
communication in compliance with the Company’s continuous disclosure obligations under the NZX and ASX Listing Rules and the
Financial Markets Conduct Act 2013. The Company’s Group Continuous Disclosure Policy contains processes and procedures for
ensuring that there is full and timely disclosure of market sensitive information to all shareholders and other market participants and
also outlines the responsibilities in relation to the identification, reporting, review and disclosure of material information. The Board has
appointed a Disclosure Officer to administer this policy.
Charters and policies
Copies of the Company’s key governance documents (including the Board Charter, Committee Charters, Group Diversity Policy, Group
Continuous Disclosure Policy, Group Director and Senior Executive Remuneration Policy, Group Code of Ethical Conduct and Group
Securities (Insider Trading) Policy are available in the “Governance” section of the Company’s website.
Financial reporting
The Board is committed to ensuring integrity and timeliness in its financial reporting and providing information to shareholders and the
wider market which reflects a considered view on the present and future prospects of the Company.
The Audit and Risk Committee oversees the quality and integrity of the Company’s external financial reporting including the accuracy,
completeness, balance and timeliness of financial statements. It reviews the Company’s full and half year financial statements and
makes recommendations to the Board concerning the application of accounting policies and practice, areas of judgement, compliance
with accounting standards, stock exchange and legal requirements as well as the results of the external audit.
While the Audit and Risk Committee ultimately oversees the quality of the Company’s external financial reporting, the Company’s
management also provides confirmation in writing to the Board that the Company’s external financial reports represent a true and fair
representation of the financial performance of the Company.
Non-financial reporting
The Company’s Environmental, Social and Governance Report is set out earlier in this annual report. The Company continues to
develop its environmental, social and governance reporting framework.
Re-election
Pursuant to the requirements of the NZX Listing Rules, Directors of the Company must not hold office (without re-election) past
the third Annual Shareholders’ Meeting following their appointment or three years (whichever is later) but may seek re-election at
that meeting.
Meetings
The Board normally meets eight to ten times a year and, in addition to reviewing normal operations of the Company,
approves a strategic plan and annual budget each year.
Board meetings are usually scheduled annually in advance, although additional meetings may be called at shorter notice.
Directors receive formal proposals, management reports and accounts in advance of all meetings.
The Group CEO and Group CFO are regularly invited to attend Board meetings and participate in Board discussion.
Directors also meet with other senior executives on items of particular interest.
Board and committee meeting attendance for the year ended 31 December 2020 was as follows:
Name
Board
meetings
held
Board
meetings
attended
Audit
and Risk
Committee
meetings
held
Audit
and Risk
Committee
meetings
attended
Health
and Safety
Committee
meetings
held
Health
and Safety
Committee
meetings
attended
Remuneration
and Nominations
Committee
meetings
attended
Remuneration and
Nominations
Committee
meetings
attended
L M Álvarez1919413n/a22
J Parés1919433n/a21
E Fullaondo1919443322
C Fernández1918413n/a21
S Ward1919443322
H M Lim1919443322
Principle 3 – Board committees
“The Board should use committees where this will enhance effectiveness in key areas, while retaining Board responsibility.”
From amongst its own members, the Board has appointed the following permanent committees:
Audit and Risk Committee
As at 31 December 2020, the members of the Audit and Risk Committee were Emilio Fullaondo (Chair), José Parés, Stephen Ward
and Huei Min (Lyn) Lim. This committee is constituted to monitor the veracity of the financial data produced by the Company, ensure
controls are in place to minimise the opportunities for fraud or for material error in the accounts and to oversee the operation of the
Company’s Risk Management Framework (discussed in more detail in the “Risk Management Framework” section under Principle 6).
A majority of the committee’s members must be independent Directors and executive Directors may not be members of the
committee.
The Audit and Risk Committee meets two to four times a year. External auditors of the Company, senior management and executives
performing internal audit management from within the Company attend by invitation. The external auditors also meet separately with
the Audit and Risk Committee with no members of management present.
The Audit and Risk Committee has adopted a charter setting out the parameters of its relationship with internal and external audit
functions. The charter (which is available on the Company’s website) requires, among other things, five yearly reviews of the external
audit relationship and audit partner rotation.
Remuneration and Nominations Committee
As at 31 December 2020, the members of the Remuneration and Nominations Committee were Stephen Ward (Chair), Huei Min (Lyn)
Lim, Emilio Fullaondo and Luis Miguel Álvarez. This committee is constituted to administer the Director Nomination and Appointment
Procedure, approve appointments of senior executives of the Company (principally the Group CEO and those reporting directly
to the Group CEO) and make recommendations to the Board in relation to terms of remuneration for non-executive Directors and
senior executives. It also reviews any company-wide incentive and share option schemes as required and recommends remuneration
packages for Directors to the shareholders.
The Remuneration and Nominations Committee has adopted a written charter which is available on the Company’s website.
97
Annual Report 31 December 2020
96
Restaurant Brands New Zealand Limited
Principle 6 – Risk management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should
regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”
Risk management framework
The Company has a Risk Management Framework for identifying, monitoring, managing and controlling the material risks faced by the
business. While the Board is ultimately responsible for the effectiveness of the Company’s Risk Management Framework, the Risk and
Audit Committee administers the Risk Management Framework and:
• receives and reviews regular risk reporting from management;
• provides recommendations to the Board in relation to:
›key/material risk identification and appetite levels;
›whether the Company’s processes for managing risks are sufficient; and
›incidents involving serious fraud or other material break-down/failing of the Company’s internal controls;
• periodically reviews:
›key/material risks that have been identified and the controls in place to manage them; and
›the Company’s business activities to identify likely sources of new risks; and
• confirms the robustness of the Risk Management Framework to the Board on an annual basis.
The Committee is required to review the Risk Management framework at least biennially and conducts regular deep dive assessments
of each key/material risk to the Company’s business and the associated business controls management have put in place to manage/
mitigate these risks.
In managing the Company’s business risks, the Board approves and monitors additional policies and processes in such areas as:
• Internal Audit – regular checks are conducted by operations and financial staff on all aspects of store operations.
• Treasury Management – exposure to interest rate and foreign exchange risks is managed in accordance with the Company’s
treasury policy.
• Financial Performance – full sets of management accounts are presented to the Board at every meeting. Performance is measured
against an annual budget with periodic forecast updates.
• Capital Expenditure – all capital expenditure is subject to relevant approval levels with significant items approved by the Board.
The Board also monitors expenditure against approved projects and approves the capital plan.
Insurance
The Company has insurance policies in place covering most areas of risk to its assets and business. These include material damage
and business interruption cover at all of its sites. Policies are reviewed and renewed annually with reputable insurers.
Health and safety
The Company’s Health and Safety Committee is responsible for reviewing and making recommendations to the Board in respect of
the Company’s health and safety policies, procedures and performance. The Committee’s primary responsibility is to ensure that the
systems used to identify and manage health and safety risks are fit for purpose and are being effectively implemented, reviewed and
continuously improved. The Committee is also responsible for developing health and safety targets/objectives for the business.
Management and the Committee receive detailed reporting on lead and lag indicators of health and safety performance including
health and safety incidents, injury rates by severity and mechanism, identified hazards and outputs from local, area and regional
employee health and safety forum meetings. The Company has dedicated health and safety experts who investigate incidents, analyse
hazard/incident trends to identify and mitigate potential health and safety risks and review, develop and monitor compliance with
health and safety processes and procedures.
At an individual store level, comprehensive policies and procedures for carrying out tasks in a safe manner are in place and regularly
reviewed to ensure they remain fit-for-purpose. Staff are trained in these policies and procedures as part of their induction. Registers
are kept of potential hazards at each store and regular reviews/audits of compliance with health and safety processes and procedures
are carried out by internal staff and external providers.
Reporting of lag indicators of Health and Safety performance is contained in the Environmental, Social and Governance Section of this
annual report. It is expected that more comprehensive reporting on the Company’s health and safety performance will be provided in
the future as the Company’s environmental, social and governance framework continues to develop.
Statement of corporate governance (continued)
for the year ended 31 December 2020
Principle 5 – Remuneration
“The remuneration of Directors and executives should be transparent, fair and reasonable.”
Board remuneration
The Company’s approach to the remuneration of Directors and senior executives is set out in the Company’s Director and Senior
Executives Remuneration Policy. The Board’s Remuneration and Nominations Committee reviews Director and senior executive
remuneration and makes recommendations to the Board after taking into account the requirements of the policy. The Remuneration
and Nominations Committee’s membership and role are set out in more detail under Principle 3 above.
The current total pool of Director fees authorised at the Annual Shareholders’ Meeting on 21 June 2018 is $475,000 per annum.
No Directors currently take a portion of their remuneration under a performance-based equity compensation plan, although a number
of Directors do hold shares in the Company. Directors do not receive additional remuneration or benefits in connection with any
directorship they may hold of subsidiaries of the Company.
The terms of any retirement payments to Directors are prescribed in the Company’s constitution and require prior approval of
shareholders at a general meeting. No retirement payments have been made to any Director.
The Company has insured all of its Directors and the Directors of its subsidiaries against liabilities to other parties (except the
Company or a related party of the Company) that may arise from their position as Directors. The insurance does not cover liabilities
arising from criminal actions.
The Company has executed a Deed of Indemnity, indemnifying all Directors to the extent permitted by section 162 of the Companies
Ac t 1993.
Group Chief Executive Officer remuneration
The remuneration arrangements in place for the Group CEO consist of a base salary and a short term incentive scheme. Details of the
Group CEO remuneration arrangements (including the amounts paid in 2019 and 2020 financial periods) are set out in note 19 to the
31 December 2020 financial statements in this annual report.
99
Annual Report 31 December 2020
98
Restaurant Brands New Zealand Limited
Statement of corporate governance (continued)
for the year ended 31 December 2020
Principle 8 – Shareholder rights & relations
“The Board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to
engage with the issuer.”
Shareholder communication
The Board places importance on effective shareholder communication. Half year and annual reports are published each year and
posted on the Company’s website, together with quarterly sales releases, profiles of Directors and key members of management,
key governance documents and copies of investor presentations. From time to time the Board may communicate with shareholders
outside this regular reporting regime.
Shareholders are provided with the option of receiving communications from the Company electronically.
Consistent with best practice and of the Company’s continuous disclosure obligations under the NZX Listing Rules, external
communications that may contain market sensitive data are released through NZX and ASX in the first instance. Further
communication is encouraged with press releases through mainstream media. The Board formally reviews its proceedings at the
conclusion of each meeting to determine whether there may be a requirement for a disclosure announcement.
Shareholder meetings
Shareholder attendance at annual meetings is encouraged and the Board allows extensive shareholder debate on all matters affecting
the Company. The Company complies with its obligations under the Companies Act 1993 and the NZX Listing Rules in relation to
obtaining shareholder approval for major decisions/actions that may change the nature of the company shareholders have invested in.
Notice of the Company’s Annual Shareholders’ Meeting will be available at least 20 working days prior to the date of the meeting.
In accordance with the requirements of Rule 6.1.1 of the NZX Listing Rules, voting at the Annual Shareholders’ Meeting will be carried
out by way of a poll on the basis of one share, one vote.
Principle 7 – Auditors
“The Board should ensure the quality and independence of the external audit process.”
External auditor
Oversight of the Company’s external audit arrangements is the responsibility of the Audit and Risk Committee. The Committee
operates under the Audit and Risk Committee Charter which (among other things) requires the Committee to:
• recommend the appointment of the external auditor;
• set the remuneration and review the performance of the external auditor;
• ensure the relationship with the external auditor is reviewed every five years and that the audit partner is rotated after five years;
• set the scope and work plan of the annual audit and half year review (along with the external auditor and management);
• ensure that no unreasonable restrictions are placed on the external auditor by the Board or management;
• ensure that open lines of communication are maintained between the Board, internal audit, management and the external auditor;
and
• ensure the independence of the external auditor by:
› reviewing the nature and scope of professional services outside of the external statutory audit role proposed to be provided
by the external auditor and approving or declining their use in light of the requirement for external auditor independence;
›monitoring any approved services outside of the external statutory audit role provided by the external auditors to ensure that
the nature and scope of such professional services does not change in a manner that could be perceived as impacting on the
external auditor’s independence;
›reviewing the nature and scope of professional audit services proposed to be provided by firms other than the external auditor
and approving or declining their use in light of the requirement for external auditor independence; and
›reviewing and approving or declining any proposed employment by the Company or its subsidiaries of any former audit partner
or audit manager.
The Audit and Risk Committee receives an annual confirmation from the external auditor as to their independence from the Company.
The external auditor regularly meets with the Committee (including meetings without management present) and attends the
Company’s Annual Shareholders’ Meeting where the lead audit partner is available to answer questions from shareholders.
Internal audit
The Audit and Risk Committee is responsible for the integrity and effectiveness of the Company’s internal audit function. The Company
has an internal audit team that performs assurance and compliance reviews across the Company’s operations as part of an annual
programme of work agreed with the Audit and Risk Committee. While the internal audit function has historically focussed on
loss-prevention and fraud, it also carries out reviews of the wider control environment within the Company.
101
Annual Report 31 December 2020
100
Restaurant Brands New Zealand Limited
Directors
José Parés (Chairman)
Emilio Fullaondo
Carlos Fernández
Luis Miguel Álvarez
Stephen Ward
Huei Min (Lyn) Lim
Malena Pato-Castel (from 1 April 2021)
Registered office
Level 3
Building 7
Central Park
666 Great South Road
Penrose
Auckland 1051
New Zealand
Share registrar
New Zealand
Computershare Investor Services Limited
Level 2
159 Hurstmere Road
Takapuna
Private Bag 92 119
Auckland 1142
New Zealand
T: 64 9 488 8700
E: enquiry@computershare.co.nz
Australia
Computershare Investor Services Limited
Yarra Falls
452 Johnston Street
Abbotsford, VIC 3067
GPO Box 3329
Melbourne, VIC 3001
Australia
T: 1 800 501 366 (within Australia)
T: 61 3 9415 4083
F: 61 3 9473 2500
E: enquiry@computershare.co.nz
Auditors
PricewaterhouseCoopers
Solicitors
Bell Gully
Harmos Horton Lusk
Meredith Connell
Squire Patton Boggs
Corrs Chambers Westgarth
Cades Schutte
Bankers
Westpac Banking Corporation
J.P. Morgan
Rabobank
Bank of China
Contact details
Postal Address:
P O Box 22 749
Otahuhu
Auckland 1640
New Zealand
Telephone: 64 9 525 8700
Fax: 64 9 525 8711
Email: investor@rbd.co.nz
Annual meeting
27 May 2021
Financial year end
31 December 2021
Annual profit announcement
February 2022
Financial calendar
Corporate directory
Restaurant Brands New Zealand Limited102
RESTAURANTBRANDS.CO.NZ
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.