Restaurant Brands New Zealand Limited logo

Annual Report Provided

Annual Report30 March 2021RBDConsumer Discretionary

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.