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Burger Fuel Group Limited FY21 Annual Report Provided

Annual Report30 June 2021BFGConsumer Discretionary

BURGER FUEL
GROUP LIMITED

ANNUAL REPORT 2021

3
Annual Report of the Directors

Total System Sales

Revenue and Trading History

Independent Auditor’s Report

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Shareholder Information

Corporate Governance

Directory

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TABLE OF CONTENTS

ANUUL RANUUL REERP NLORT2NT0LU

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
45

Burger Fuel Group Ltd Full Year Results for the

12 months ended 31st March 2021

Overview - FY21

The Directors of Burger Fuel Group Limited (BFG)

present the audited results for the 12 months to

31 March 2021.

Net Profit after tax for the period was $712,985

representing a 41.1% increase on the previous year.

The results reflect costs associated with establishing

our new brands (Winner Winner and Shake Out), exit

costs for the USA settlement, the partial impairment of

goodwill on the company owned BurgerFuel Takapuna

and Henderson store and reduced revenue due to

COVID-19. These and other operating costs were

however largely offset with the Government wage

subsidy received by the group as well as some rent

relief provided by landlords.

Trading conditions in our largest market, New Zealand,

were more favourable for the second half of the year.

As at 31 March 2021 the Group had no debt, and cash

reserves of $7.1m.

BFG RESULTS FOR THE PERIOD

1 APRIL 2020 TO 31 March 2021

31 March

2021

31 March

2020

$000$000

Operating Revenue* 18,65420,459

Interest Income

IFRS 16 non-occupied leases1,3811,410

COVID-19 Government wage

subsidy934-

Total Income20,96921,869

Operating Expenses**(16,941)(18,663)

Depreciation Expense

IFRS 16 occupied leases(699)(630)

Interest Expense

IFRS 16 non-occupied leases(1,381)(1,410)

Interest Expense

IFRS 16 occupied leases(481)(443)

Transfer from foreign

currency reserve on windup

of subsidiary(131)-

Total Expenses(19,633)(21,146)

Net Profit (Loss) Before Tax1,336723

Net Profit (Loss) After Tax***713505

* Revenue includes: Operating revenue and interest income but excludes COVID-19

related Government grants.

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

expense but excludes the transfer from foreign currency reserve on windup of

subsidiary.

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

tax losses. The overseas entities had minimal tax.

BurgerFuel Group (unaudited) Total System Sales (all

three brands) reduced by (12.5%) to $88.7m on the

same period last year. The decrease in sales is mostly

due to COVID-19 trading restrictions and the permanent

closure of the USA and some Middle East stores

including Iraq.

Group Operating Revenue decreased by 4.1% to $21.0m.

COVID-19 trading restrictions were significant in

our New Zealand market, but greater in our Middle

Eastern markets. The drop in revenue from the Middle

East reflects an entire year of difficult conditions in

both UAE and Saudi Arabia. The Group also incurred

additional costs around the BFG sales process and the

winding up of all business affairs in the USA.

As at 31 March 2021 there were 58 BurgerFuel

®


restaurants operating in NZ and 13 operating in the

Middle East excluding third party “ghost” kitchens

operating in the UAE. There are 3 Shake Out

®

and 4

Winner Winner

®

branded stores operating in NZ.

THE YEAR’S RESULTS

AND GROUP OUTLOOK

New Zealand

Total systemwide sales across New Zealand (65

restaurants, all 3 brands) decreased by 4.3% on the

previous year. This was mainly due to the COVID-19

trading restrictions and the associated store closures,

with some offset from the opening of 4 new stores.

The COVID-19 Alert Level 4 lockdown resulted in

FY21 having 27 less days of trade which impacted

the Group’s NZ sales by approx. (7.4%). For the

balance of FY21 there were a further 106 days (15

weeks) of varying Alert Levels and associated trading

restrictions. This was primarily focussed on our largest

market, Auckland, but it is worth noting the CBDs and

hospitality precincts of Wellington and Christchurch

have also been heavily impacted by the significant

social change of working from home as well as lack of

tourists and students.

BurgerFuel New Zealand opened two new locations in

FY21 and now has 58 locations throughout the country.

Total sales for the year decreased by 7.3% which is

largely due to COVID-19 disruptions and some offset

by the opening of a new stores in Point Chevalier,

Auckland, in May 2020 and the new store in Whangarei

which opened in March 2021. Both new stores are

performing well. We continue to focus on recruitment

of potential new franchisees for the regional areas that

we currently do not serve. BurgerFuel has maintained

its policy of not using delivery aggregation services

as the prohibitive costs are not sustainable for our

franchisees. This may have moderated our sales during

the 15 weeks of varying alert levels and operating

restrictions. However, preventing the erosion of

CHAIRMAN AND CHIEF EXECUTIVES’ REVIEWCHAIRMAN AND CHIEF EXECUTIVES’ REVIEW

Franchisee profits is central to sustaining a healthy

business for all of our key stakeholders.

Shake Out total store sales increased by 25% in FY21.

The Browns Bay location was permanently closed after

the Level 4 lockdown, however a new location opened

in Hamilton East keeping the total at three Shake

Out locations in New Zealand. This new location was

also the 7th restaurant for the Group (all brands) in

the Waikato and the 1st region in New Zealand where

all 3 of our brands are operating in close proximity.

Results from the Waikato have been pleasing and have

informed us on how future regions can be optimised

for the Group.

Winner Winner total sales increased by 98%. This result

reflects the opening of two new stores just before the

financial year commenced, and a new store in Takapuna

late in the FY21 financial year. Winner Winner has a

larger mix of dine-in customers and the constantly

changing Alert Levels had a larger impact on Winner

Winner than our other two brands.

The new company owned store in Takapuna is only two

tenancies away from our BurgerFuel location which has

not suffered any noticeable cannibalisation, and this is

further informing our future network plans. It is early

days for this latest Winner Winner store with sales

figures lower than expected.

For the entire financial year, the two new brands

represented 6.5% of total NZ sales for the group.

The reality of establishing new brands is that it takes

considerable time and financial investment. We believe

both brands have a future in New Zealand, however

resources in terms of cash and management will need

to be significantly increased on FY21, if we are to build

these brands in line with our vision. This investment

is expected to affect cash and profitability through to

FY23.

The Middle East

The Middle East continues to be a difficult market

for BurgerFuel with each country experiencing major

challenges. Total sales for the region have decreased

42% for the year.

At our mid-year update we reported that the UAE

had decided to close some of its retail locations and

operate via some ghost kitchens that provide home

delivery services only. The UAE has exceeded 500,000

COVID-19 cases which has seen most of the population

stay at home as much as possible and tourist numbers

dry up. BurgerFuel UAE does provide home delivery

and this has been the sales channel of choice for many

months now. The UAE does have a very high rate

of vaccination and we are hopeful that its eventual

recovery as an international destination will improve

the sales position. However, this remains uncertain at

this stage.

BurgerFuel Saudi Arabia opened a new location at

Faisaliyah in the city of Dammam and closed two lower

performing stores, one in Riyadh and one in Dammam.

Saudi Arabia has had in excess of 400,000 COVID-19

cases and trading conditions have been bleak for the

entire year. Saudi Arabia’s vaccination rate is a lot

lower than neighbouring UAE, so we expect these

difficult trading conditions to continue for some time

yet.

Overall, revenue from the Middle East has significantly

declined during the pandemic period and the region

is not yet showing signs of bouncing back, but as a

nation the UAE in particular is highly committed to

recovery. That said, as always, we continue to caution

the market in regard to the Middle Eastern region.

Summary & Outlook

The FY21 year brought with it many challenges which

overall the Group managed to navigate well. The BurgerFuel

brand in particular demonstrated a high level of resilience

throughout the various lockdowns and levels imposed as a

result of COVID-19. At present the hospitality market feels

somewhat devitalised and therefore system development is

measured and certainly slower than we would like. The ability

to match long term, suitable franchisees to winning operating

locations, remains challenging. We are however, pleased that

our focus on the basics in FY21, allowed us to operate safely

and open further locations in what was an challenging and

unprecedented year.

BurgerFuel Group in conjunction with its advisors KPMG are

still reviewing its options regarding a possible sale, merger,

joint venture, international partnership, domestic partnership

or alternative process. The Board will keep the market

updated with any material developments should they occur

throughout the ongoing strategic review process.

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

suppliers and of course our valued customers for their

continued support


Best regards,

FOR THE YEAR ENDED 31 MARCH 2021FOR THE YEAR ENDED 31 MARCH 2021

Josef Roberts

Group CEO

Peter Brook

Chairman

/ ANNUAL REPORT OF THE DIRECTORS/ ANNUAL REPORT OF THE DIRECTORS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
67

Total System Sales represent total till sales figures

across the counter for all franchise and company

owned stores. These figures are based on store sales

reported by franchisees to Burger Fuel Limited for

the corresponding financial years, and have not

been independently reviewed or audited by Baker

Tilly Staples Rodway. All figures are taken from till

sales and are up to and including the last day of the

calendar month. These figures are exclusive of GST.

These figures include all three brands BurgerFuel,

Shakeout, and Winner Winner.

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

for all franchise and company owned stores.

Total (Unaudited) System Sales

BURGERFUEL GROUP LIMITED FY20 TOTAL

SYSTEM SALES

2012

NZ$33.0M

2013

NZ$38.1M

2014

NZ$49.3M

2015

NZ$66.2M

2016

NZ$82.8M

2011

NZ$29.9M

2010

NZ$25.9M

20092017

NZ$96.5M

2018

NZ$100.3M

2019

NZ$105.6M

20202021

NZ$103.6M

NZ$101.3M

NZ$88.7M

$88,684,956

BURGERFUEL GROUP LIMITED FY20

REVENUE AND TRADING HISTORY

REVENUE

LOSS

PROFIT AFTER TAX

/ FY21 REVENUE AND TRADING HISTORY

NZ$21.0M

2019

NZ$1,236,341

NZ$21.9M

NZ$21.0M

20202021

NZ$505,478

NZ$712,985

2009

NZ$7.5M

(NZ$710,282)

2010

NZ$8.7M

(NZ$552,983)

2011

NZ$8.3M

NZ$33,513

2012

NZ$9.6M

NZ$708,360

NZ$12.0M

NZ$1,098,294

2013

NZ$14.4M

NZ$400,656

2014

NZ$18.7M

NZ$532,170

2015

NZ$20.3M

(NZ$1,143,655)

2016

NZ$22.3M

NZ$888,948

2017

NZ$24.8M

(NZ$463,062)

2018

/ FY21 TOTAL SYSTEM SALES

98
BFG ANNUAL REPORT 2021

THE BFG BOARD

Mark is the CFO & Company

Secretary of BurgerFuel and

has been with the company

since 2008.

Mark is a chartered accountant

& a member of Chartered

Accountants Australia and New

Zealand.

Prior to joining BurgerFuel,

Mark worked for Deutsche

Bank & The Economist in

London.

MARK PIET

CHIEF FINANCIAL OFFICER

PETER BROOK

CHAIRMAN

MEMBER - BFG AUDIT

COMMITTEE

Peter has 20 years experience

in the investment banking

industry, retiring in 2000 to

pursue his own business and

consultancy activities.

ALAN DUNN

INDEPENDENT DIRECTOR

CHAIRMAN - BFG AUDIT

COMMITTEE

Former CEO and Chairman of

McDonald’s NZ from 1993 to

2003. In 2004 Alan became

Chicago based VP Operations,

then Regional VP Nordics and

Managing Director Sweden until

retirement from McDonalds in

2007.

JOSEF ROBERTS

GROUP CEO

Josef is the Group CEO and

is responsible for the overall

direction and management of

the business.

Former CEO and founder of

Red Bull Australasia.

TYRONE FOLEY

CHIEF OPERATING OFFICER

Tyrone is the group COO

and is responsible for the

management of all departments

at Head Office

and daily operations in all

markets around the world.

Tyrone’s previous management

roles have been with

McDonald’s and BP.

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

Report on the Audit of the Consolidated Financial Statements

Opinion

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

Group’) on pages 17 to 62, which comprise the consolidated statement of financial position as at 31 March

2021, and the consolidated statement of comprehensive income, consolidated statement of changes in equity

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

statements, including significant accounting policies.

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

consolidated financial position of the Group as at 31 March 2021, and its consolidated financial performance

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

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

(‘IFRS’).

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

we might state to the Shareholders of the Group those matters we are required to state to them in an

auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Shareholders of the Group as a body, for our audit work, for our report

or for the opinions we have formed.

Basis for Opinion

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

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

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

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

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

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

International Code of Ethics for Professional Accountants (including International Independence Standards)

(‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these requirements

and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

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

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

impaired our independence.

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

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

ongoing global pandemic of coronavirus disease 2019

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

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

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

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

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

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+64 9 309 4544


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auckland@bak

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ww.bakertillysr.nz

Level 9, 45 Queen Street,


Auckland 1010


PO Box 3899, Auckland 1140


New Zealand

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

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

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

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

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

opinion is not modified in respect of this matter.

Key Audit Matters

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

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

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

provide a separate opinion on these matters.

Key Audit Matter

How our audit addressed the key audit matter

NZ IFRS 16 Leases

As disclosed in Note 19 of the Group’s consolidated

financial statements, the Group has lease liabilities

of $31.4m, right-of-use assets of $8.4m and lease

receivable of $22.5m

Lease liabilities, right-of-use assets and lease

receivables were significant to our audit due

to the size of the assets and liabilities and the

subjectivity, complexity and uncertainty inherent

in the application of NZ IFRS 16 Leases and the

assumptions required by Management for the

calculations of the lease balances.

These calculations require estimates regarding

the lease term and the discount rate. As well,

Management has exercised their judgement

in determining the recoverability of the lease

receivables for the sublease arrangements.

Our audit procedures, among others, included:

• Understanding and evaluating the Group’s

internal controls relevant to the accounting

estimates used to determine the expected term

of the Group’s leases and applicable incremental

borrowing rates.

• Evaluating Management’s process relating to

the identification, recording, recognition and

measurement of leases within the scope of NZ

IFRS 16.

• Evaluating Management’s judgements made in

applying allowable practical expedients against

the requirements of NZ IFRS 16.

• Assessing the completeness of identified lease

contracts by checking that all leased facilities

were included in the calculation.

• For new leases:

• Agreeing key inputs in the lease calculation

to the underlying lease agreements;

• Recalculating the lease liability, right-of-

use asset and lease receivable based on the

key inputs noted above and compared our

recalculations to the balances recorded by

the Group; and

• Checking the appropriateness of the

classification of the lease liability and lease

receivable between current and non-current

based on the remaining term of the lease.

• For a sample of existing leases, evaluating

Management’s calculations for the subsequent

measurement of the leases, including lease

modifications and rent revisions.

Key Audit Matter
How our audit addressed the key audit matter

• Evaluating Management’s estimates regarding

terms of the leases and Management’s

consideration of options to extend or terminate

the leases (including considering the impact of

the COVID-19 pandemic).

• Evaluating Management’s assessment of the

incremental borrowing rates (IBR) applied to

individual leases or portfolios of leases.

• Evaluating the inputs and any underlying

assumptions with a view to identifying

Management bias.

• Evaluating Management’s assessment of any

indicators of impairment for the right of use

assets in accordance with NZ IAS 36 Impairment

of Assets (including considering the impact of the

COVID-19 pandemic).

• Evaluating the recoverability of the lease

receivable based on Management’s assessment

of impairment using the expected credit loss

model in accordance with NZ IFRS 9 Financial

Instruments (including considering the impact of

the COVID-19 pandemic).

• Evaluating the adequacy of disclosures


(including the accounting policies and accounting

estimates) related to leases.

Key Audit Matter

How our audit addressed the key audit matter

Impairment assessment of Goodwill

As disclosed in Note 14 of the Group’s

consolidated financial statements, the Group


has goodwill of $1,424,279 allocated to two


cash-generating units (‘CGUs’)



Henderson $586,42

7 and



T

akapuna $837,852.

Goodwill was significant to our audit due to

the size of the assets and the subjectivity,

complexity and uncertainty inherent in the

measurement of the recoverable amount of

these CGUs for the purpose of the required

annual impairment test. The measurement

of a CGU’s recoverable amount includes the

assessment and calculation of its ‘value in-use’

or its fair value less costs to sell.

Management has completed the annual

impairment test under NZ IAS 36 Impairment


of Assets for each of the two CGUs as at


31 March 2021.

This annual impairment test involves complex

and subjective estimates and judgements by

Management on the future performance of the

CGUs, discount rates applied to the future cash

flow forecasts and future market and economic

conditions.

Our audit procedures, among others, included:

• Understanding and evaluating the Group’s internal

controls relevant to the accounting estimates used to

determine the recoverable value of the Group’s CGUs.

• Evaluating Management’s determination of the Group’s

CGUs based on our understanding of the nature of

the Group’s business and the economic environment

in which they operate. We also analysed the internal

reporting of the Group to assess how the CGUs are

monitored and reported.

• Challenging Management’s assumptions and estimates

used to determine the recoverable value of its

indefinite life intangible assets, including those relating

to forecasted revenue, cost, capital expenditure and

discount rates, by adjusting for future events and

corroborating the key market related assumptions

to external data (including the consideration of the

impact of the COVID-19 pandemic).

• Procedures included:

• Evaluating the logic of the value-in-use and fair

value less costs of disposal calculations supporting

Management’s annual impairment test and testing

the mathematical accuracy of these calculations

• Evaluating Management’s process regarding the

preparation and review of forecasts;

• Comparing forecasts to Board approved forecasts;

• Evaluating the historical accuracy of the Group’s

forecasting to actual historical performance;

• Challenging and evaluating the forecast growth

assumptions;

• Evaluating the inputs to the calculation of the

discount rates applied;

• Engaging our own internal valuation experts

to evaluate the reasonability of Management’s

discount rate;

• Evaluating the forecasts, inputs and any

underlying assumptions with a view to identifying

Management bias;

• Evaluating Management’s sensitivity analysis for

reasonably possible changes in key assumptions;

and

• Performing our own sensitivity analyses for

reasonably possible changes in key assumptions,

the two main assumptions being: the discount rate

and forecast growth assumptions.

• Evaluating the adequacy of disclosures (including the

accounting policies and accounting estimates) about

goodwill, and the risks attached to it.

Other Information
The Directors are responsible for the other information. The other information comprises the information included

in the Group’s annual report for the year ended 31 March 2021 (but does not include the consolidated financial

statements and our auditor’s report thereon).

Our opinion on the consolidated financial statements does not cover the other information and we do not express

any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially

misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Consolidated Financial Statements

The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated

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

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

material misstatement, whether due to fraud or error.

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

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

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

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

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

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

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

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

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

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

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

financial statements.

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

scepticism throughout the audit. We also:



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

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

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

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

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



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

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

the Group’s internal control.



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

and related disclosures made by management.



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

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

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

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

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

opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.

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



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

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

transactions and events in a manner that achieves fair presentation.



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

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

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

for our audit opinion.

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

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

audit.

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

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

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

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

in the audit of the consolidated financial statements of the current year and are therefore the key audit matters.

We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about

the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated

in our report because the adverse consequences of doing so would reasonably be expected to outweigh the

public interest benefits of such communication.

Matters Relating to the Electronic Presentation of the Audited Consolidated Financial

Statements

This audit report relates to the consolidated financial statements of Burger Fuel Group Limited and its

subsidiaries for the year ended 31 March 2021 included on Burger Fuel Group Limited ’s website. The Directors of

Burger Fuel Group Limited are responsible for the maintenance and integrity of Burger Fuel Group


Limited ’s website. We have not been engaged to report on the integrity of Burger Fuel Group Limited ’s

website. We accept no responsibility for any changes that may have occurred to the consolidated financial

statements since they were initially presented on the website.

The audit report refers only to the consolidated financial statements named above. It does not provide an

opinion on any other information which may have been hyper linked to or from these consolidated financial

statements. If readers of this report are concerned with the inherent risks arising from electronic data

communication they should refer to the published hard copy of the audited consolidated financial statements

and related audit report dated 30 June 2021 to confirm the information included in the audited consolidated

financial statements presented on this website.

Legislation in New Zealand governing the preparation and dissemination of consolidated financial statements

may differ from legislation in other jurisdictions.

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

BAKER TILLY STAPLES RODWAY AUCKLAND

Auckland, New Zealand

30 June 2021

17
ANUL RRE PLOT20O1L3436

ANUL REPORTTR2N02L 1R1P330 A

20212020

Note$$

Revenue518,615,62320,345,736

COVID-19 Government wage subsidy5934,020-

Operating Expenses6(16,322,939)(17,973,431)

Transfer from Foreign currency reserve on windup

of subsidiary6(130,882)-

Profit before Interest, Taxation, Depreciation

and Amortisation3,095,8222,372,305

Depreciation on Property, Plant and Equipment11(477,008)(545,765)

Depreciation on Right of Use Assets19(698,813)(630,329)

Amortisation14(142,067)(143,084)

(1,317,888)(1,319,178)

Profit before Interest and Taxation 1,777,9341,053,127

Interest Income38,816113,223

Interest Income leases non-occupied191,380,7261,410,421

Interest Expense(86)(345)

Interest Expense leases occupied19(480,899)(442,632)

Interest Expense leases non-occupied19(1,380,726)(1,410,421)

(442,169)(329,754)

Profit before Taxation1,335,765723,373

Income Tax Expense7(622,780)(217,895)

Net Profit attributable to shareholders712,985 505,478

Other comprehensive income:

Items that may be reclassified subsequently to profit

or loss:

Movement in Foreign Currency Translation Reserve2012,257(117,216)

Total comprehensive income725,242388,262

Basic Earnings per Share (cents)251.370.94

Diluted Earnings per Share (cents)251.370.94

The attached notes form part of these financial statements

CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2021

/ CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
1819

FOR THE YEAR ENDED 31 MARCH 2021

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

20212020

Shareholders’ equityNote$$

Contributed equity1811,913,49913,594,825

Accumulated losses(1,267,035)(1,980,020)

Foreign currency translation reserve20(298,160)(441,299)

10,348,304 11,173,506

Current assets

Cash and cash equivalents177,114,1195,570,167

Trade and other receivables92,076,1263,189,334

Income tax receivable-184,326

Lease Receivable: non-occupied191,553,6711,518,310

Inventories10548,352565,217

Loans13127,722174,325

11,419,99011,201,679

Non-current assets

Property, plant and equipment112,609,5702,462,017

Right of use asset - leases198,375,0677,828,007

Lease receivable non-occupied1920,947,42421,238,840

Deferred tax asset7615,988689,104

Loans13109,928134,140

Intangible assets142,043,6422,421,445

34,701,61934,773,553

Total Assets46,121,60945,975,232

Current liabilities

Trade and other payables151,856,6251,470,949

Contract Liability15283,965412,620

Lease Liability19511,735423,538

Lease Liability: non-occupied191,553,6711,518,310

Income tax payable524,580-

Provisions16438,163436,456

5,168,7394,261,873

The attached notes form part of these financial statements

FOR THE YEAR ENDED 31 MARCH 2021

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

20212020

Non-current liabilitiesNote

Contract Liability151,245,4481,625,998

Lease Liability198,371,4947,635,815

Lease Liability non-occupied1920,947,42421,238,840

Provisions1640,20039,200

30,604,56630,539,853

Total liabilities35,773,30534,801,726

Net assets10,348,30411,173,506

Net tangible assets per share ($ per share)280.150.15

For and on behalf of the Board who approved these financial statements for issue on 24th June 2021.

DirectorDirector

The attached notes form part of these financial statements

/ CONSOLIDATED STATEMENT OF FINANCIAL POSITION/ CONSOLIDATED STATEMENT OF FINANCIAL POSITION

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
2021

CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2021

2021

Contributed

Equity

Foreign

Currency

Translation

Reserve

Accumulated

lossesTotal Equity

Note$$$$

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

Buy Back and cancellation of

Ordinary Shares18(1,681,326)--(1,681,326)

Reclassification of FX translation

reserve on windup of USA subsidiary-130,882-130,882

Movement in foreign currency

translation reserve recognised in other

comprehensive income-12,257-12,257

Net Profit for the year ended 31 March

2021--712,985712,985

Total comprehensive income-12,257712,985725,242

Balance as at 31 March 202111,913,499(298,160)(1,267,035)10,348,304

2020

Contributed

Equity

Foreign

Currency

Translation

Reserve

Accumulated

lossesTotal Equity

Note$$$$

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

Impact of Changes in Accounting

Policies-- 56,00056,000

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

Buy Back and cancellation of Ordinary

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

Movement in foreign currency

translation reserve recognised in other

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

Net Profit for the year ended 31 March

2020--505,478505,478

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

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

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

20212020

Cash flows from operating activities Note$$

Receipts from customers18,552,95420,260,648

COVID-19 Government wage subsidy445,133488,887

Interest received38,816113,223

Goods and services tax(79,859)(5,547)

Payments to suppliers & employees(15,587,996)(18,555,148)

Interest(86)(345)

Interest on leases(452,073)(442,632)

Taxes187,245(527,380)

Net cash flows provided from operating activities263,104,1341,331,706

Cash flows from investing activities

Repayments from suppliers & staff70,81612,436

Sale of property, plant and equipment 122,01550,054

Acquisition of intangible assets14(7,264)(21,507)

Advances to franchisee and staff-(150,000)

Acquisition of property, plant & equipment11(690,933)(512,459)

Net cash flows applied to investing activities(505,366)(621,476)

FOR THE YEAR ENDED 31 MARCH 2021

CONSOLIDATED STATEMENT OF

CASH FLOWS

Cash flows from financing activities

Lease Liability(397,744)(398,984)

Share buyback & cancellation4(700,000)(269,241)

Net cash flows applied to financing activities(1,097,744)(668,225)

Net movement in cash and cash equivalents1,501,02442,005

Exchange gains / (loss) on cash and cash

equivalents42,92824,689

Opening cash and cash equivalents5,570,1675,503,473

Closing cash and cash equivalents177,114,1195,570,167

/ CONSOLIDATED STATEMENT OF CHANGES IN EQUITY/ CONSOLIDATED STATEMENT OF CASH FLOWS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
2223

1) Reporting entities and statutory base

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

registered under the Companies Act 1993 and is listed with

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

a Financial Markets Conduct (FMC) reporting entity for the

purposes of the Financial Markets Conduct Act 2013 and

its financial statements comply with that Act.

The financial statements presented are those of Burger

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

subsidiaries is listed in note 12 of the financial statements.

The Group operates as a franchisor of gourmet burger

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

incorporated and domiciled in New Zealand.

2) Basis of preparation

Statement of Compliance

The financial statements have been prepared in

accordance with New Zealand Generally Accepted

Accounting Practice (“NZ GAAP”) and the requirements

of the Companies Act 1993, the Financial Reporting Act

2013 and the Financial Markets Conduct Act 2013. They

comply with the New Zealand equivalents to International

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

applicable Financial Reporting Standards as appropriate

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

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

entity as defined in the XRB’s Accounting Standards

Framework. These financial statements also comply with

International Financial Reporting Standards (“IFRS”).

These financial statements are presented in New Zealand

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

and they have been rounded to the nearest dollar.

Where necessary, comparative information has been

reclassified and repositioned for consistency with current

year disclosures.

The financial statements were approved by the Board of

Directors on the date set out on page 19 of the Annual

Report.

Basis of Measurement

These financial statements have been prepared under the

historical cost convention and on a going concern basis.

Use of Estimates and Judgements

The preparation of financial statements in conformity with

NZ IFRS requires management to make estimates and

assumptions that affect the reported amounts of assets

and liabilities at the date of the financial statements and

the reported amounts of revenues and expenses during

the year. Actual results could differ from those estimates.

The principal areas of judgments in preparing these

financial statements are set out below:

IFRS16 – Expected Lease Term

The Group has estimated the lease terms for the occupied

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

taking into account all optional exercise periods. This is

based on the fact that the Group and franchisee spends

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

best interest to extend the lease term for as long as

possible while the asset is generating revenue.

Impairment of Receivables and Lease Receivables

The Group maintains an allowance for estimated losses

expected to arise from customers being unable to make

required payments. This allowance takes into account

known commercial factors impacting specific customer

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

debtors’ portfolio. In assessing the allowance, factors such

as past collection history, the age of receivable balances,

the level of activity in customer accounts, as well as

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

The impairment of receivables is detailed in note 9 of the

financial statements.

Accounting for Income Tax

Preparation of the annual financial statements requires

management to make estimates as to, amongst other

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

the availability of losses to be carried forward and the

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

jurisdictions it operates in.

Deferred tax assets are recognised for deductible

temporary differences and unused tax losses (where

applicable) only to the extent that it is probable that

future taxable amounts will be available to utilise those

temporary differences and losses. Actual results may

differ from these estimates as a result of reassessment by

management or taxation authorities.

Refer to note 7 for additional information on accounting

for income tax.

Impairment of Goodwill

The Group reviews goodwill for indicators of impairment

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

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

Goodwill is allocated. Estimating the fair value amount

requires management to make an estimate of the

expected future cash flows from the cash-generating unit

in the forecasted period and also to determine a suitable

discount rate in order to calculate the present value of

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

are subject to a higher level of uncertainty as it mostly

depends on consumer spending, market conditions and

level of competition. For additional information on the

impairment test, reference is made to note 14.1 - Intangible

Assets.

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

2) Basis of preparation (Continued)

COVID-19

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

Wednesday 25 March 2020; New Zealand moved to Alert

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

Level 2 at 11.59pm Wednesday 13 May 2020.

The NZ BurgerFuel, Winner Winner & Shake Out stores

were completely closed during Alert Level 4, thus the

Group generated no royalty, advertising or sales income

during this period. The NZ stores reopened in Alert Level 3

with limited services, providing click and collect, kerbside

pickup and delivery services in some stores.

Alert Level 2 allowed dine in service but had social

distancing restrictions and at Alert Level 1 the stores are

operating as normal. During 2020 & 2021 there were

additional COVID- 19 lockdowns, but the stores could still

operate.

To date most of the stores are trading better than first

thought with only the CBD stores taking longer to recover

from the lockdown period. Management puts this down to

the delays with office workers returning to the CBDs.

Whilst the Group and franchised stores lost revenue during

the lockdown, the Government wage subsidy and various

rent reductions assisted with cashflow thus there was no

impact on the Group’s receivables at year end.

The reduced revenue in FY21 due to COVID-19 did impact

the impairment of goodwill calculation for the Henderson

and Takapuna stores. The revised sales estimates resulted

in a goodwill impairment of $215,000 across both entities.

There was no impact on the tax calculations due to

COVID-19.

3) Specific accounting policies

The following is a summary of specific accounting policies

adopted by the Group in the preparation of the financial

statements that materially affect the measurement

of financial performance, cash flows and the financial

position.

a) Adoption of new &revised standards and

interpretations

Except for the early adoption of COVID19 Rent

Concessions (Amendment to NZ IFRS 16), no new

standards and amendments and interpretations to

existing standards came into effect during the current

accounting period beginning on 1 April 2020 that

materially impacted the Group’s financial statements

and require retrospective adjustment.

b)Basis of Consolidation

Subsidiaries

Subsidiaries are all entities over which the Group has

control. The Group controls an entity when the Group

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

its involvement with the entity and has the ability to

affect those returns through its power over the entity.

Subsidiaries are fully consolidated from the date on

which control is transferred to the Group. They are

deconsolidated from the date that control ceases.

Inter-company transactions, balances and gains or

losses on transactions between Group companies are

eliminated. Accounting policies of subsidiaries have

been changed where necessary to ensure consistency

with the policies adopted by the Group.

c) Revenue Recognition

Revenue arises mainly from the sale of food and

beverage products from our fast-casual stores that the

Group owns directly and from franchise and royalty

arrangements that it has in place with franchise holders

both in New Zealand and offshore.

To determine whether to recognise revenue, the Group

follows a 5-step process:

1. Identifying the contract with a customer

2. Identifying the performance obligations

3. Determining the transaction price

4. Allocating the transaction price to the performance

obligations

5. Recognising revenue when or as its performance

obligation(s) are satisfied.

Revenue is recognised either at a point in time or over

time, when (or as) the Group satisfies performance

obligations by transferring the promised goods or

services to its customers.

The transaction price for a contract excludes any

amounts collected on behalf of third parties.

The Group recognises contract liabilities for

consideration received in respect of unsatisfied

performance obligations and reports these amounts as

other liabilities in the statement of financial position.

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
2425

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

3) Specific accounting policies (Continued)

Government grants

Government grants are not recognised until there is

reasonable assurance that the Group will comply with

the conditions attaching to them and that the grants

will be received. Government grants are recognised in

profit or loss on a systematic basis over the periods

in which the Group recognises as expenses the

related costs for which the grants are intended to

compensate. Government grants that are receivable as

compensation for expenses or losses already incurred

or for the purpose of giving immediate financial

support to the Group with no future related costs are

recognised in profit or loss in the period in which they

become receivable.

Sale of goods

The Group is in the business of providing fast-casual

food solutions to its customers and franchisees.

Revenue from contracts with customers is recognised

when control of the goods is transferred to the

customer or franchisee at an amount that reflects

the consideration to which the Group expects to be

entitled in exchange for those goods or services.

The Group has concluded that it is the principal in its

revenue arrangements, because it controls the goods

or services before transferring them to the customer.

Management has determined the performance

obligation to deliver the food & proprietary products is

completed when control of goods passes to customer.

Revenue is recognised at this time.

Franchise fees

The Group recognises revenue derived from its

franchise operations in New Zealand, USA and the

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

time that the franchise agreement is in place, which is

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

the performance obligation, the use of the intellectual

property, is satisfied. Payment is received upfront upon

signing the franchise contract.

The transaction price includes a variable price

consideration for the possible transfer of franchise

rights. This is unknown until and if the transaction is

completed. Given the high uncertainty of this transfer,

the transaction price for franchise contract is not

adjusted for these transferred franchise rights until the

Group is notified of the sale.

Royalties from Franchises and Master Licencing

Arrangements (MLAs)

The Group recognises revenue derived from its

Franchises and MLAs over time, based on sales that

are reported back to the Group on a monthly basis for

sales that occurred in that month. Payment is received

on a monthly basis.

The performance obligation, to provide access to

the brand intellectual property, is satisfied over time.

Royalty revenue is recognised as the underlying sales

take place, in accordance with sales-based royalties.

Training fees

The Group recognises revenue from training over time

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

operators of franchises. Payment is received upfront

when the new operator signs a franchise agreement

Advertising revenue

The Group recognises advertising revenue derived from

its Franchises and MLAs over time, based on sales that

are reported back to the Group on a monthly basis for

sales that occurred in that month. Payment is received

on a monthly basis.

The performance obligation, to provide access to the

brand intellectual property and advertising services, is

satisfied over time. Advertising revenue is recognised

as the underlying sales take place, in accordance with

sales-based royalties.

Property management fees

The Group recognises revenue from property

management services on a straight-line basis over 12

months. This reflects the period of time over which the

Group provides property management services to each

franchise.

Other revenue

Other revenue includes incentives, bonuses and

rebates received by the Group from its suppliers in

relation to volume of goods and services that have

been purchased by franchise holders. Rebate revenue

is recognised when the sale of the underlying asset

is completed. Other revenues are recognised when

reliable estimates of the amounts due to the Group are

deemed to be highly probable.

Significant financing components

Using the practical expedient in NZ IFRS 15, the Group

does not adjust the promised amount of consideration

for the effects of a significant financing component if

it expects, at contract inception, the period between

the transfer of the promised good or service to the

customer and when the customer pays for that good or

service will be one year or less.

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

3) Specific accounting policies (Continued)

d) Accounts Receivable

Trade receivables and contract assets

The Group makes use of a simplified approach in

accounting for trade receivables as well as contract

assets and records the loss allowance as lifetime

expected credit losses. These are the expected

shortfalls in contractual cash flows, considering the

potential for default at any point during the life of the

financial instrument. In calculating, the Group uses its

historical experience, external indicators and forward-

looking information to calculate the expected credit

losses.

The Group assesses the impairment of all its trade

receivables on a specific as well as a collective basis in

order to determine the allowance for credit losses. The

Group recognizes lifetime expected credit losses for

the amount expected to result from default events over

the expected life of the financial asset.

Management has assessed the information available

and concluded that no provision for expected credit

losses was identified.

e) Inventories

Inventories are stated at the lower of cost and net

realisable value after due consideration for excess

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

out principle and includes expenditure incurred in

acquiring the inventories and bringing them to their

existing condition and location. Net realisable value

is the estimated selling price in the ordinary course of

business, less estimated selling expenses.

f) Financial Instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised

when the Group becomes a party to the contractual

provisions of the financial instrument.

Financial assets are derecognised when the contractual

rights to the cash flows from the financial assets expire,

or when the financial asset and substantially all the

risks and rewards are transferred. A financial liability

is derecognised when it is extinguished, discharged,

cancelled or expires.

Classification and initial measurement

of financial assets

Except for those trade receivables that do not contain

a significant financing component and are measured

at the transaction price in accordance with NZ IFRS 15,

all financial assets are initially measured at fair value

adjusted for transaction costs (where applicable).

All revenue and expenses relating to financial assets

are presented within finance costs, finance income or

other financial items, except for impairment of trade

receivables which is presented within impairment gains

(losses) of financial assets in profit or loss.

Subsequent measurement of financial assets

After initial recognition, these are measured at

amortised cost using the effective interest method.

Discounting is omitted where the effect of discounting

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

trade and other receivables are classified at amortised

cost as the Group intends to hold them and collect

contractual cash flows.

Impairment of financial assets

The Group recognises a loss allowance for expected

credit losses (ECL) on investments in financial assets

that are measured at amortised cost and contract

assets. The amount of expected credit losses is

updated at each reporting date to reflect changes in

credit risk since initial recognition of the respective

financial instrument.

The Group recognises lifetime ECL for trade

receivables and contract assets. The expected credit

losses on these financial assets are estimated using a

provision matrix based on the Group’s historical credit

loss experience, adjusted for factors that are specific

to the debtors, general economic conditions and an

assessment of both the current as well as the forecast

direction of conditions at the reporting date, including

time value of money where appropriate.

Lifetime ECL represents the expected credit losses

that will result from all possible default events over the

expected life of a financial instrument. In contrast, 12

month ECL represents the portion of lifetime ECL that

is expected to result from default events on a financial

instrument that are possible within 12 months after the

reporting date.

The measurement of expected credit losses is a

function of the probability of default, loss given default

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

and the exposure at default. The assessment of the

probability of default and loss given default is based on

historical data adjusted by forward looking information

as described above.

Loans Receivable and Lease Receivable

at amortised cost

The Group records loans receivable for loans to

suppliers and employees as well as a lease receivable

for leases where the Group is a lessor. The Group

records these at amortised cost using the effective

interest method and assesses these receivables for

impairment under the expected credit loss model,

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
2627

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

3) Specific accounting policies (Continued)

using 12 months expected losses. This is appropriate

as management have assessed each counterparty as

having a low risk of default and a strong capacity to

meet their contractual cash flow obligations in the near

term.

Financial Liabilities

These amounts represent unsecured liabilities for

goods and services provided to the Group prior to

the end of the financial year which are unpaid. Other

financial liabilities are recognised initially at fair value

and subsequently measured at amortised cost using

the effective interest method. The Group’s other

financial liabilities are trade and other payables, and

these are usually paid within 30 days.

g) Share Capital

Ordinary Shares

Incremental costs directly attributable to the issue of

ordinary shares and share options are recognised as a

deduction from equity.

h) Property, Plant and Equipment

Recognition and Measurement

Items of property, plant and equipment are measured

at cost less accumulated depreciation and impairment

losses.

Cost includes expenditures that are directly

attributable to the acquisition of the asset. The cost of

self-constructed assets includes the cost of materials

and direct labour, any other costs directly attributable

to bringing the asset to a working condition for

its intended use, and the costs of dismantling and

removing the items and restoring the site on which

they are located. Purchased software that is integral to

the functionality of the related equipment is capitalised

as part of that equipment.

When parts of an item of property, plant and

equipment have different useful lives, they are

accounted for as separate items (major components)

of property, plant and equipment.

Subsequent Costs

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

and equipment is recognised in the carrying amount

of the item if it is probable that the future economic

benefits embodied within the part will flow to the

Group and its cost can be measured reliably. The

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

and equipment are recognised in profit and loss as

incurred.

Property, plant and equipment are stated at cost less

accumulated depreciation. The following depreciation

rates have been used:

Motor Vehicles 24% - 40% diminishing value

Leasehold Improvements 10% - 40% diminishing value

Information Technology 20% - 75% diminishing value

Furniture & Fittings 10% - 67% diminishing value

Kitchen Equipment 8% - 67% diminishing value

Office Equipment 8% - 67% diminishing value

Where an asset is disposed of, the gain or loss

recognised in the Statement of Comprehensive Income

is calculated as the difference between the sale price

and the carrying amount of the asset.

i) Leased Assets

As a lessee

At the commencement date of a lease (other than

leases of 12 months or less and leases of low value

assets), the Group recognises a right of use asset,

representing its right to use the underlying asset and a

lease liability, representing its obligation to make lease

payments to the lessor.

Initial measurement

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

assets (occupied leases) includes the initial present

value of the lease liability, the initial direct costs,

prepayments made to lessor, less any lease incentives

received from the lessor and restoration, removal and

dismantling costs. These amounts are discounted using

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

rate implicit in the lease cannot be readily determined,

the Group’s incremental borrowing rate;

• Initial measurement of the lease liability (occupied)

reflects the present value of lease payments over

the term of the lease, including reasonably certain

renewals. The lease payments are discounted using

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

rate implicit in the lease cannot be readily determined,

Group’s incremental borrowing rate.

Subsequent measurement

• ROU asset: Carried at cost less impairment and

depreciation, The ROU assets are depreciated on a

straight-line basis.

• Lease liability: Accrete the liability based on

the effective interest method, using a discount rate

determined at lease commencement (as long as a

reassessment and a change in the discount rate have

not occurred) and reduce the liability by payments

made.

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

3) Specific accounting policies (Continued)

As a lessor

When the Group is an intermediate lessor, it accounts

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

separately. It assesses the lease classification of a

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

arising from the head lease, not with reference to the

underlying asset. If a lease transfers substantially all

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

asset, it is treated as a finance lease.

The Initial measurement of the present value of

the lease liability is offset with a lease receivable,

representing its right to receive lease payments from a

sublessee

Initial measurement

• Initial measurement of the lease receivable (non-

occupied leases) includes the initial present

value of the lease payments that are not paid

at the commencement date, discounted using

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

interest rate implicit in the sublease cannot be

readily determined, the discount rate used for the

head lease (adjusted for any initial direct costs

associated with the sublease); and

• Initial measurement of the lease liability (non-

occupied) reflects the present value of lease

payments over the term of the lease, including

reasonably certain renewals. The lease payments

are discounted using the interest rate implicit in

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

cannot be readily determined, Group’s incremental

borrowing rate.

Subsequent measurement:

• Lease receivable: Accrete the receivable based on

the effective interest method, using a discount rate

determined at lease commencement (as long as

a reassessment and a change in the discount rate

have not occurred) and reduce the receivable by

payments made; and

• Lease liability: Accrete the liability based on the

effective interest method, using a discount rate

determined at lease commencement (as long as a

reassessment and a change in the discount rate have

not occurred) and reduce the liability by payments

made.

Variable lease payments, such as percentage rent

based on turnover, not included in the measurement

of lease liabilities are recognised as an expense when

incurred.

Leases of 12-months or less and leases of

low value assets

Lease payments made in relation to leases of

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

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

been recognised) are recognised as an expense on a

straight-line basis over the term of the lease.

j) Intangible Assets

The Group’s intangible assets have finite useful lives

with the exception of Goodwill and are stated at cost

less accumulated amortisation. The intangible assets

are amortised in the Statement of Comprehensive

Income on a straight line basis over the period during

which benefits are expected to be derived, which is

up to 10 years. Where there has been an impairment

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

Statement of Comprehensive Income.

Subsequent expenditure is capitalised only when it

increases the future economic benefits embodied

in the intangible asset to which it relates. All other

expenditure is recognised in the Statement of

Comprehensive Income when incurred.

As part of a business combination, an acquirer may

acquire a right that it had previously granted to

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

recognised or unrecognised assets. An example of

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

name under a franchise agreement. A reacquired right

is an identifiable intangible asset that the acquirer

recognises separately from goodwill. Reacquired rights

are initially valued at the present value of the expected

future cash flows, and subsequently amortised on

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

remaining contractual period without considering

contractual extension possibilities, but not exceeding

10 years.

k) Employee Benefits

Short-term Benefits

Short-term employee benefit obligations are measured

on an undiscounted basis and are expensed as the

related service is provided.

A provision is recognised for the amount expected to

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

plans if the Group has a present legal or constructive

obligation to pay this amount as a result of past service

provided by the employee and the obligation can be

estimated reliably.

The Group pays contributions to the Kiwisaver

superannuation plans. The Group has no further

payment obligations once the contributions have been

paid. The contributions are recognised as an

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

3) Specific accounting policies (Continued)

employee benefit expense when they are due. Prepaid

contributions are recognised as an asset to the

extent that a cash refund or a reduction in the future

payments is available.

l) Taxation

Income tax expense comprises current and deferred

tax. Current and deferred tax are recognised as an

expense or income in the profit or loss, except when

they relate to items that are recognised outside profit

or loss (whether in other comprehensive income

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

recognised outside profit or loss.

Current tax is the expected tax payable on the taxable

income for the year, using tax rates enacted or

substantively enacted at the reporting date, and any

adjustment to tax payable in respect of previous years.

Deferred tax is provided using the liability method,

providing for temporary differences between the

carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for taxation

purposes. Temporary differences are not provided for

the initial recognition of assets or liabilities that affect

neither accounting nor taxable profit. The amount of

deferred tax provided is based on the expected manner

of realisation or settlement of the carrying amounts

of assets and liabilities, using tax rates enacted or

substantively enacted at the balance date. A deferred

tax asset is recognised only to the extent that it is

probable that future taxable profits will be available

against which the asset can be utilised. Deferred tax

assets are reduced to the extent that it is no longer

probable that the related tax benefit will be realised.

m) Goods and Services Tax (GST) &

Value Added Tax (VAT)

The Statements of Comprehensive Income and Cash

Flows has been prepared so that all components

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

Statement of Financial Position are stated net of

GST and VAT, with the exception of receivables and

payables, which include GST and VAT invoiced. The

operations of the Group comprise both exempt and

non-exempt supplies for GST and VAT purposes.

n) Foreign Currency

Foreign Currency Transactions

Transactions in foreign currencies are translated into

the functional currencies of the entities within the

Group at exchange rates at the date of the transactions.

Monetary assets and liabilities denominated in foreign

currencies at the reporting date are retranslated to the

functional currency at the exchange rate at that date.

The foreign currency gain or loss on monetary items is

the difference between amortised cost in the functional

currency at the beginning of the period, adjusted for

effective interest and payments during the period, and

the amortised cost in foreign currency translated at

the exchange rate at the end of the period. Foreign

currency differences arising on retranslation are

recognised in the profit or loss.

Foreign Operations

The assets and liabilities of foreign operations are

translated to New Zealand dollars at exchange rates

at the reporting date. The revenue and expenses of

foreign operations are translated to New Zealand

dollars at the average exchange rates for the period

where this rate approximates the rate at the date of the

transaction.

Foreign currency differences are recognised in the

Foreign Currency Translation Reserve (FCTR). When

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

the relevant amount in the FCTR is transferred to the

Statement of Comprehensive Income.

o) Statement of Cash Flows

Cash and cash equivalents comprise cash at bank

and call deposits. Investing activities comprise the

purchase and sale of fixed assets, acquisition of a

subsidiary and intangible assets along with any funding

made available or repaid from franchisees. Financing

activities comprise any changes in equity and debt and

the payment of dividends (if any). Operating activities

include all transactions and other events that are not

investing or financing activities.

p) Earnings and Net Tangible Assets Per Share

The Group presents basic and diluted Earnings Per

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

calculated by dividing the profit or loss attributable to

ordinary shareholders of the Group by the weighted

average number of shares outstanding during the year.

Diluted EPS is calculated by adjusting the profit or loss

attributable to ordinary shareholders and the weighted

average number of ordinary shares outstanding for the

effects of all dilutive potential ordinary shares, which

includes share options granted to employees.

The Group also presents Net Tangible Assets Per Share

for its ordinary shares and it is calculated by dividing

the net tangible assets of the Group by the number of

shares outstanding at the end of the year.

q) Segment Reporting

Operating segments have been identified based on the

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

3) Specific accounting policies (Continued)

information provided to the chief operating decision

maker; being the Board of Directors.

The Group operates in four operating segments – these

consist of the following geographical locations, New

Zealand, Australia, United States of America and the

Middle East.

There have been no changes from prior years in the

measurement methods used to determine reported

segment profit or loss.

r) Goodwill

Goodwill represents the future economic benefits

arising from a business combination that are not

individually identified and separately recognised.

Goodwill is carried at cost less accumulated

impairment losses. Refer to Note 14.1 for a description

of impairment testing procedures.

s) Impairment Testing of Goodwill, Other Intangible

Assets and Non-financial Assets

For impairment assessment purposes, assets are

grouped at the lowest levels for which there are largely

independent cash inflows (cash-generating units).

As a result, some assets are tested individually for

impairment and some are tested at cash-generating

unit level. Goodwill is allocated to those cash-

generating units that are expected to benefit from

synergies of the related business combination and

represent the lowest level within the Group at which

management monitors goodwill.

Cash-generating units to which goodwill has been

allocated (determined by the Group’s management as

equivalent to its operating segments) are tested for

impairment at least annually. All other individual assets

or cash-generating units are tested for impairment

whenever events or changes in circumstances indicate

that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by

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

amount exceeds its recoverable amount, which is the

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

To determine the value-in-use, management estimates

expected future cash flows from each cash-generating

unit and determines a suitable interest rate in order to

calculate the present value of those cash flows.

The data used for impairment testing procedures are

directly linked to the Group’s latest approved budget,

adjusted as necessary to exclude the effects of future

reorganisations and asset enhancements. Discount

factors are determined individually for each cash-

generating unit and reflect management’s assessment

of respective risk profiles, such as market and asset-

specific risks factors.

The carrying amounts of the Group’s non-financial

assets, other than inventories and deferred tax assets

are reviewed at each reporting date to determine

whether there is any indication of impairment. If any

such indication exists then the asset’s recoverable

amount is estimated.

An impairment loss is recognised if the carrying

amount of an asset exceeds its recoverable amount.

Impairment losses are recognised in the Statement of

Comprehensive Income.

Impairment losses for cash-generating units reduce

first the carrying amount of any Goodwill allocated to

that cash-generating unit. Any remaining impairment

loss is charged pro rata to the other assets in the

cash-generating unit. With the exception of Goodwill,

all assets are subsequently reassessed for indications

that an impairment loss previously recognised may no

longer exist. An impairment charge is reversed if the

cash-generating unit’s recoverable amount exceeds its

carrying amount.

4) BurgerFuel USA

Due to COVID-19 in the USA and in resolution of

all outstanding issues that have arisen between

Christopher Mason (and his associated entities) and

BFG as to obligations and amounts outstanding or

owing under earlier arrangements, entered into in 2018,

the following transaction occurred in November 2020.

1. To settle an outstanding debt owing in relation to

BurgerFuel USA, BFG acquired from the Mason

Family Trust 1,538,461 fully paid ordinary BFG

shares for no cash payment (but attributing a

nominal value of NZ$0.39 cents per share, at an

agreed settlement amount of NZ$600,000).

2. BFG acquired from the Mason Family Trust 1,794,871

fully paid ordinary BFG shares for consideration of

NZ$0.39 cents per share for a total cash payment

of NZ$700,000.

3. The store in Indianapolis closed permanently and

Christopher Mason ceased being the BurgerFuel

USA Master Licensee and he relinquished all rights

to operate BurgerFuel in the USA

As previously disclosed to the market, Mason Roberts

Holdings Limited (MRHL) (a bare trustee company)

was the registered holder of a total of 39,962,644 fully


/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

5) Revenue

20212020

$$

Sale of Goods7,775,9958,413,491

Franchising Fees298,004375,854

Training Fees30,000110,000

Royalties4,821,6815,684,225

Advertising Fees3,341,0223,725,168

Property Management Fees57,00053,000

Gain on Sale of Fixed Assets 82,51011,250

Foreign Exchange Gains / (Losses) 29,725142,892

Other Income1,794,9501,829,856

Rent Relief on Non-Occupied Leases384,736-

COVID-19 Government wage subsidy934,020-

19,549,64320,345,736

6) Expenses

20212020

$$

Operating expenses include:

Cost of Sales3,125,7463,271,330

Rental and Operating Lease Costs119-

Loss on Disposal of Property, Plant and Equipment25,9217,327

Directors’ Fees (refer Note 24)120,000120,000

Wages and Salaries4,343,5584,771,395

Contributions to a defined contribution plan142,416153,545

Key management personnel costs: (refer Note 24)

- Salary and other short-term benefits2,003,3162,216,816

Auditors’ remuneration – Audit Services – Baker Tilly Staples

Rodway:

- Audit of Financial Statements92,271104,950

- Tax and other compliance services27,14021,475

Other Operating Expenses 2,303,8133,056,826

Rent Relief on Non-Occupied Leases384,736-

Provision for Doubtful Debts (refer Note 9)--

Write-off of loan – Shake Out Browns Bay, Auckland-133,333

Write-off of obsolete kitchen Equipment & stock (refer Note 10)17,93489,862

Transfer from Foreign currency reserve on windup of subsidiary130,882-

Advertising Expenditure3,520,9694,026,572

Impairment of Goodwill215,000-

16,453,82117,973,431

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

the executive team.

4) BurgerFuel USA

paid ordinary BFG shares. This included 6,586,309

fully paid ordinary BFG shares beneficially owned by

Christopher Simon Mason and Christopher John Mills

as trustees of the “Mason Family Trust”, 3,333,332 of

those shares were acquired by BFG under the terms of

the settlement described above.

The shares acquired by the Company in connection

with the settlement were immediately cancelled,

reducing the total number of BFG shares on issue from

53,670,195 to 50,336,863.

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

7) Income tax

20212020

$$

Taxation expense is represented by:

Current Tax549,664191,040

Deferred Tax73,11626,855

622,780217,895

Profit / (Loss) before income tax expense1,335,765723,373

Timing differences & non-deductible expenses:

Extraordinary costs1,735,648-

50% entertainment25,68848,102

Non-deductible expenditure499,489224,779

Depreciation & Amortisation18,33220,103

IFRS 15 Deferred revenue(444,204)(41,429)

IFRS 16 Leases276,818231,346

Accruals(7,763)(122,902)

Prepayments2,3383,701

Make good provision1,0001,150

Holiday pay not paid out within 63 days(47,139)(30,735)

Provision for Doubtful Debts-(218,291)

Other (61,330)85,152

1,998,877200,976

Taxable Profit / (Loss)3,334,642924,349

Non-taxable Middle East & US Entities Income(1,283,771)(6,053)

Tax Losses utilised(157,303)(402,740)

Net Taxable Profit1,893,568515,556

Taxation at the company’s effective tax rate530,199144,356

Deferred tax movement P&L73,11626,855

Under Provision of Prior Period19,46546,684

Total income tax expense per statement of comprehensive income622,780 217,895

7) Income tax (Continued)

20212020

Reconciliation of deferred tax asset:$$

Deferred tax on temporary differences

Opening balance689,104715,959

Over provision of prior period-12,105

Provision for employee benefits(13,199)(8,354)

Provisions for make good280322

Allowance for impaired assets-(61,121)

Depreciation & amortisation5,3594,767

Accruals(19,343)(28,787)

Deferred revenue(124,377)(11,600)

Impact of IFRS1677,50964,777

Prepayments6551,036

615,988689,104

Opening Balance689,104715,959

Charged to profit or loss(73,116)(38,960)

Over provision of prior period-12,105

Closing Balance615,988689,104

The Group has $1,888,853 of unrecognised losses to be carried forward (2020: $3,630,030). The potential benefit

of these losses is $566,656 (2020: $938,891) which has not been recognised in the financial statements. The losses

carried forward relate to the Australian operations and are therefore in Australian dollars.

The Group has recognised a deferred tax asset of $615,988 (2020: $689,104) with respect to other temporary

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

be utilised.

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
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NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

20212020

$$

Opening balance1,893,9781,463,244

Add

Provisional tax paid-413,315

Terminal tax paid59,113-

Resident withholding tax9,34717,419

68,460430,734

Deduct

Income tax refund received(243,017)-

--

Closing balance1,719,4211,893,978

9) Trade and other receivables

20212020

$$

Trade receivables1,935,7412,158,980

Allowance for impaired assets--

1,935,7412,158,980

Trade receivables – USA licence-261,000

Trade receivables – USA store sale-609,000

Prepayments121,742112,472

Sundry receivables18,64347,882

2,076,1263,189,334

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

Dirhams and they comprise 26.9% of the trade receivables (2020: 57.9%). The total receivables impaired for the 2021

financial year are Nil (2020: Nil).

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

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

Group’s US subsidiary company BF Indiana Two LLC for NZD$609,000. In November 2020, these outstanding balances

as well as a management fee of USD$211,000 was settled with a buyback and cancellation of 1,538,461 BFG shares. As at

31 March 2021 there are no outstanding balances payable by Christopher Mason for more information on this transaction

please see Note 4.

8) Imputation credits

Impairment provision movement:

20212020

$$

Opening Balance-(218,291)

Provision Utilised-218,291

Provision Reversed--

Additional Provisions--

Closing Balance--

10) Inventories

20212020

$$

Ingredients193,983123,791

Finished Goods354,369441,426

Total Inventory548,352565,217

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

year ended 31 March 2021, $17,934 of obsolete kitchen equipment and packaging was written off. (2020: $89,862).

9) Trade and other receivables (Continued)

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

11) Property, plant & equipment

2021

Motor

vehicles

Office

equipment

Furniture &

fittingsIT

Kitchen

Equipment

Leasehold

Improve-

mentsTotal

$$$$$$$

Cost

Balance 1 April 2020706,12677,7301,061,2171,105,3341,024,1782,015,6865,990,271

Additions32,651746145,94876,205184,138251,245690,933

Disposals(281,259)(1,127)(39,101)(86,551)(19,512)-(427,550)

Cost at 31 March 2021457,51877,3491,168,0641,094,9881,188,8042,266,9316,253,654

Depreciation and

impairment losses

Balance 1 April 2020595,87854,499686,329872,906409,346909,2963,528,254

Disposals(249,707)(768)(31,928)(69,887)(9,834)-(362,124)

Depreciation for the

year29,3673,63288,781121,825111,011122,392477,008

Foreign exchange

impact878--68--946

Balance 31 March

2021376,41657,363743,182924,912510,5231,031,6883,644,084

11) Property, plant & equipment (Continued)

2020

Motor

vehicles

Office

equipment

Furniture &

fittingsIT

Kitchen

Equipment

Leasehold

Improve-

mentsTotal

$$$$$$$

Cost

Balance 1 April 2019959,156109,1001,318,4491,449,437862,0261,949,9876,648,155

Write-off of fully

depreciated assets(217,887)(30,039)(283,017)(433,347)(85,643)(10,650)(1,060,583)

Additions--31,861109,783294,46676,349512,459

Disposals(35,143)(1,331)(6,076)(20,539)(46,671)-(109,760)

Cost at 31 March

2020706,12677,7301,061,2171,105,3341,024,1782,015,6865,990,271

Depreciation and

impairment losses

Balance 1 April 2019805,39581,123850,0651,159,303408,166805,4014,109,453

Write-off of fully

depreciated assets(223,268)(30,059)(265,643)(443,607)(80,397)(17,609)(1,060,583)

Disposals(32,965)(1,230)(3,269)(16,553)(11,378)-(65,395)

Depreciation for the

year47,5844,665105,176173,88192,955121,504545,765

Foreign exchange

impact(868)--(118)--(986)

Balance 31 March

2020595,87854,499686,329872,906409,346909,2963,528,254

Net Book Value

Balance 1 April 2020110,24823,231374,888232,428614,8321,106,3902,462,017

Depreciation for the

year(29,367)(3,632)(88,781)(121,825)(111,011)(122,392)(477,008)

Additions32,651746145,94876,205184,138251,245690,933

Disposals(31,552)(359)(7,173)(16,664)(9,678)-(65,426)

Foreign exchange

impact(878)--(68)--(946)

Net Book Value at 31

March 202181,10219,986424,882170,076678,2811,235,2432,609,570

Net Book Value

Balance 1 April 2019153,76127,977468,384290,134453,8601,144,5862,538,702

Write-off of fully

depreciated assets5,38120(17,374)10,260(5,246)6,959-

Depreciation for the

year(47,584)(4,665)(105,176)(173,881)(92,955)(121,504)(545,765)

Additions--31,861109,783294,46676,349512,459

Disposals(2,178)(101)(2,807)(3,986)(35,293)-(44,365)

Foreign exchange

impact868--118--986

Net Book Value at 31

March 2020110,24823,231374,888232,428614,8321,106,3902,462,017

The gain on sale recorded in the Statement of Comprehensive Income was $82,510 (2020: $11,250), relating to the sale of

nine motor vehicles.

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

Subsidiary CompaniesCountry of IncorporationInterest Held 2021Interest Held 2020

BF Lease Company LimitedNew Zealand100%100%

BF Lease Company No 1 LimitedNew Zealand100%100%

BF Lease Company No 2 LimitedNew Zealand100%100%

BF Lease Company No 3 LimitedNew Zealand100%100%

BF Lease Company No 4 LimitedNew Zealand100%100%

BF Lease Company No 5 LimitedNew Zealand100%100%

BF Lease Company No 6 LimitedNew Zealand100%100%

BF Lease Company No 7 LimitedNew Zealand100%100%

BF Lease Company No 8 LimitedNew Zealand100%100%

BF Lease Company No 9 LimitedNew Zealand100%100%

BF Lease Company No 10 LimitedNew Zealand100%100%

BF Lease Company No 11 LimitedNew Zealand100%100%

BF Lease Company No 12 LimitedNew Zealand100%100%

BF Lease Company No 13 LimitedNew Zealand100%100%

BF Lease Company No 14 LimitedNew Zealand100%100%

BF Lease Company No 15 LimitedNew Zealand100%100%

BF Lease Company No 16 LimitedNew Zealand100%100%

BF Lease Company No 17 LimitedNew Zealand100%100%

BF Lease Company No 18 LimitedNew Zealand100%100%

BF Lease Company No 19 LimitedNew Zealand100%100%

BF Lease Company No 20 LimitedNew Zealand100%100%

BF Lease Company No 21 LimitedNew Zealand100%100%

BF Lease Company No 22 LimitedNew Zealand100%100%

BF Lease Company No 23 LimitedNew Zealand100%100%

BF Lease Company No 24 LimitedNew Zealand100%100%

BF Lease Company No 25 LimitedNew Zealand100%100%

BF Lease Company No 26 LimitedNew Zealand100%100%

BF Lease Company No 27 LimitedNew Zealand100%100%

BF Lease Company No 28 LimitedNew Zealand100%100%

BF Lease Company No 29 LimitedNew Zealand100%100%

BF Lease Company No 30 LimitedNew Zealand100%100%

BF Lease Company No 31 LimitedNew Zealand100%100%

BF Lease Company No 32 Limited

New Zealand100%100%

BF Lease Company No 33 LimitedNew Zealand100%100%

12) Investment in subsidiaries

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

All subsidiaries have a 31 March balance date.

Subsidiary CompaniesCountry of IncorporationInterest Held 2020Interest Held 2019

BF Lease Company No 34 LimitedNew Zealand100%100%

BF Lease Company No 35 LimitedNew Zealand100%100%

BF Lease Company No 36 LimitedNew Zealand100%100%

BF Lease Company No 37 LimitedNew Zealand100%100%

BF Lease Company No 38 LimitedNew Zealand100%100%

BF Lease Company No 39 LimitedNew Zealand100%100%

BF Lease Company No 40 LimitedNew Zealand100%100%

BF Lease Company No 41 LimitedNew Zealand100%100%

BF Lease Company No 42 LimitedNew Zealand100%100%

BF Lease Company No 43 LimitedNew Zealand100%100%

BF Lease Company No 44 LimitedNew Zealand100%100%

BF Lease Company No 45 LimitedNew Zealand100%100%

BF Lease Company No 46 LimitedNew Zealand100%100%

BF Lease Company No 47 LimitedNew Zealand100%100%

BF Lease Company No 48 LimitedNew Zealand100%100%

Burger Fuel Group Lease Limited

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

Burger Fuel Worldwide Limited

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

Burger Fuel (Dubai) NZ LimitedNew Zealand100%100%

Burger Fuel (ME) DMCCDubai100%100%

Burger Fuel International LimitedNew Zealand100%100%

Burger Fuel (Australia) Pty LimitedNew Zealand100%100%

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

Burger Fuel International Management

LimitedNew Zealand100%100%

Burger Fuel LimitedNew Zealand100%100%

BurgerFuel Henderson LimitedNew Zealand100%100%

Burger Fuel Takapuna LimitedNew Zealand100%100%

Winner Winner LimitedNew Zealand100%100%

Shake Out LimitedNew Zealand100%100%

Concept Brands LimitedNew Zealand100%100%

Shake Out Newmarket LimitedNew Zealand100%100%

Shake Out Container LimitedNew Zealand100%100%

Burger Fuel Pty Limited

Australia100%100%

Burger Fuel Australia Pty LimitedAustralia100%100%

Burger Fuel (USA) Inc.

(Dissolved 31.03.21)United States of America-100%

Burger Fuel (USA) Management Inc.

(Dissolved 31.03.21)United States of America-100%

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

The principal activities of the subsidiaries are:

Burger Fuel Limited – Franchise systems – gourmet burger restaurants.

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

Franchise Agreements.

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

Master Franchise Agreements.

Burger Fuel (Australia) Pty Limited – Non trading.

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

Burger Fuel Australia Pty Limited – Non trading.

Burger Fuel Pty Limited – Administration.

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

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

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

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

Burger Fuel (USA) Inc. – Non trading. (Dissolved 31.03.21)

Burger Fuel (USA) Management Inc. – USA Management Company. (Dissolved 31.03.21)

Winner Winner Limited – New Zealand based company trading as restaurant.

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

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

Shake Out Newmarket Limited – Non trading.

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

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

12) Investment in subsidiaries (Continued)

20212020

$$

Loans to Third Parties

Advance to Supplier128,000157,606

Advance to Franchisee109,650150,000

Advances to staff-859

237,650308,465

Total Loans237,650308,465


Advances to suppliers and staff

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

The loan is interest bearing at 3% (2020: 3%), secured over the uniform inventory and is repayable on demand.

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

(2020: 5.7%). The advances to staff have been repaid in FY21.

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

13) Loans

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
4243

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

2021Key

Money

Brand

AssetsGoodwill

Reacquired

Rights

Domain

NamePatent

Trade

MarksTotal

$$$$$$$$

Cost

Balance 1 April 202022,500221,3331,639,279250,760-17,896768,8612,920,629

Disposals/adjustment *--------

Acquisitions------7,2647,264

Balance at

31 March 202122,500221,3331,639,279250,760-17,896776,1252,927,893

Amortisation

Balance 1 April 202022,50035,697-83,586-9,167348,234499,184

Adjustment *-28,000-----28,000

Impairment **--215,000----215,000

Current year

amortisation-19,141-27,862-1,45893,606142,067

Balance 31 March 202122,50082,838215,000111,448-10,625441,840884,251


Net Book Value

Balance 1 April 2020-185,6361,639,279167,174-8,729420,6272,421,445

Adjustment *-(28,000)-----(28,000)

Impairment **--(215,000)---

-(215,000)

Additions------7,2647,264

Amortisation-(19,141)-(27,862)-(1,458)(93,606)(142,067)

Net Book Value at 31

March 2021-138,4951,424,279139,312-7,271334,2852,043,642

2020Key

Money

Brand

AssetsGoodwill

Reacquired

Rights

Domain

NamePatent

Trade

MarksTotal

$$$$$$$$

Cost

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

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

Acquisitions-----53320,97421,507

Balance at

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

Amortisation

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

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

Current year

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

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


Net Book Value

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

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

Additions-----53320,97421,507

Amortisation(388)(19,141)-(27,862)-(2,961)

(92,732)(143,084)

Net Book Value at 31

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

14) Intangible assets14) Intangible assets (Continued)

*Adjustment to the tax component of Winner Winner Brand asset 2021: $28,000 (2020: Nil)

*Impairment of goodwill on the Takapuna and Henderson Burger Fuel stores 2021: $215,000 (2020: Nil)

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

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
4445

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

14.1) Impairment testing

Impairment

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

testing results, a $215,000 impairment loss on Goodwill is recorded in the 2021 financial year (2020: Nil). In assessing

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

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

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

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

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

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

20212020

$$

New Zealand Retail – Henderson Store701,427701,427

Impairment of Henderson Goodwill(115,000)-

New Zealand Retail – Takapuna Store937,852937,852

Impairment of Takapuna Goodwill(100,000)-

Goodwill allocation at 31 March1,424,2791,639,279

14.2) Growth rates

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

publicly available). The Group is expecting the FY22 growth rates to be 4% over a COVID-19 normalised FY21 result,

for the Henderson and Takapuna stores’.

14.3) Discount rates

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

14.4) Cash flow assumptions

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

reduced royalty and sales income in March and April 2020 due to store closures in Alert level 4 (refer note 2). While

revenue was down in FY21, reduced overheads and government assistance through the wage subsidy partially offset

this lost revenue.

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

the business operations during the forecast period.

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

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

using the growth rates determined by management.

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

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

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

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

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

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

2021

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

Growth RatesDiscount Rates

2021202020212020

New Zealand Retail – Henderson Store2.0%2.0%13%11%

New Zealand Retail – Takapuna Store2.0%2.0%13%11%

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
4647

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

20212020

$$

Trade payables1,649,380639,103

COVID-19 Wage subsidy received-488,887

Payroll liabilities56,19534,647

GST payable111,728191,586

Accrued expenses39,322116,726

1,856,6251,470,949

Payables denominated in currencies other than the presentation currency comprise 0.0% of the trade payables

(2020: 0.5%).

Contract LiabilityFranchise Fees MLA Total

Opening Balance April 20191,212,550802,4962,015,046

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

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

Historic royalties invoiced65,000-65,000

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

Franchise fees booked to Balance Sheet in FY2149,000-49,000

Revenue recognised – Franchise fees(212,742)(280,463)(493,205)

Historic royalties invoiced(65,000)-(65,000)

Balance 31 March 20211,067,000462,4131,529,413

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

which is typically 10 & 20 years in length, respectively. The MLA for the USA was cancelled in November 2020.

15) Trade and other payables and contract liabilities

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

20212020

$$

Store Closure Provision

Opening balance39,20038,050

Provisions made during the year1,0001,150

Provisions used during the year--

40,20039,200

Holiday Pay Provision

Opening balance436,456414,631

Provisions made during the year355,450440,586

Provisions used during the year(353,743)(418,761)

438,163436,456

Total Provisions478,363475,656

Store Closure Provision

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

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

Holiday Pay Provision

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

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

17) Cash and cash equivalents

20212020

$$

Cash at bank1,417,1313,373,400

Cash on deposit5,696,9882,196,767

7,114,1195,570,167

At balance date there is $76,608 (2020: $20,000) in restricted cash for bonds issued to the NZX and a lease

guarantee bond. Refer note 22 for further information.

16) Provisions

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
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NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

Number of SharesShare Capital

2021202020212020

$$

Opening ordinary shares on issue 53,670,19554,383,14213,594,82513,864,066

Share buyback and cancellation(3,333,332)(712,947)(1,681,326)(269,241)

Authorised & issued ordinary shares on issue at 31 March50,336,86353,670,19511,913,49913,594,825

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

The Group migrated to the main board (NZX) on the 1st July 2019. The Company has 50,336,863 (2020: 53,670,195)

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

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

No Dividends were paid in the 2021 financial year (2020: NIL).

3,333,332 BFG Shares were purchased (and cancelled) from Mason Roberts Holding Limited, solely from the portion

of the Company’s shares that are held for (and beneficially owned by) the Mason Family Trust, during the FY21

financial year. This was settled on 11 November 2020 and formed part of a settlement as disclosed on the NZX on the

23rd October 2020.

18) Contributed equity

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

In addition to the head office company owned stores & warehouse leases (Occupied leases), the Group at 31 March

2021 holds the head leases on 54 franchised Burger Fuel stores in New Zealand (Non-occupied leases). These have

been sublet to the franchisees on the same terms and conditions as the head leases. These are considered finance

leases and the net investment in the lease is recorded as a receivable. Expected credit losses have been reviewed and

no impairments noted.

2020

Non-OccupiedVehicle LeasesOccupiedTotal

Right of Use Assets

Opening balance – as reported----

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

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

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

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

2021

Non-OccupiedVehicle LeasesOccupiedTotal

Right of Use Assets

Opening balance--7,828,0077,828,007

Remeasurements of ROU assets-243,9341,001,9391,245,873

Depreciation-(21,774)(677,039)(698,813)

Right of use Asset as at 31 March 2021-222,1608,152,9078,375,067

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

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
5051

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

19) Right of use assets, lease receivable and lease liabilities (Continued)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

19) Right of use assets, lease receivable and lease liabilities (Continued)

The cash impact of the occupied leases (rent) and Motor vehicle lease payments in 2021 is $902,895 (2020: $841,615).

This increase is mainly due to moving our fleet vehicles to a lease model, rent increases on existing sites and also

includes the rent relief provided on the occupied leases due to the COVID-19 lockdown in April and August 2020.

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

IFSR16 is $329,895 (2020: $231,346)

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

measurement for lease liability above. This was Nil in 2021 (2020: $7,257).

The reduced turnover due to COVID-19 impacted the turnover rent calculations.

Contractual Lease Commitments

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

to date of final expiry. The actual legal commitment as per the legal obligations of the lease is $6,485,484 (2020:

$9,130,493). This reduction in lease obligation is due to renewal terms in the lease agreement and limited liability

clauses.

The Group holds the head lease over 59 of 65 sites in NZ. The lease on the franchised sites are then licensed to its

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

this arrangement including occupied leases, was $3,783,261 (2020: $3,695,734).

Non-OccupiedVehicle LeasesOccupiedTotal

Limited Liability No Discount FY20

Less than one year2,690,381-831,6953,522,076

Between one and five years2,256,339-2,917,2955,173,634

More than five years171,659-263,124434,783

31 March 20205,118,379-4,012,1149,130,493

Limited Liability No Discount FY21

Less than one year2,491,40757,644702,8493,251,900

Between one and five years1,765,766168,9071,199,7413,134,414

More than five years24,545-74,62599,170

31 March 20214,281,718226,5511,977,2156,485,484

2020

Non-OccupiedVehicle LeasesOccupiedTotal

Lease Liability

Opening balance----

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

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

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

Rent payments2,854,118-841,6153,695,733

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

2021

Non-OccupiedVehicle LeasesOccupiedTotal

Lease Liability

Opening balance(22,757,150)-(8,059,353)(30,816,503)

Remeasurements of existing lease liabilities(1,243,585)(243,934)(1,001,938)(2,489,457)

Interest(1,380,726)(4,205)(476,694)(1,861,625)

Rent payments2,495,63021,588828,2293,345,447

Rent Relief COVID-19384,736-53,078437,814

Lease Liability as at 31 March 2021(22,501,095)(226,551)(8,656,678)(31,384,324)

2020

Non-OccupiedVehicle LeasesOccupiedTotal

Lease Receivable

Opening balance----

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

Remeasurements of existing lease receivables899,276--899,276

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

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

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

2021

Non-OccupiedVehicle LeasesOccupiedTotal

Lease Receivable

Opening balance22,757,150--22,757,150

Remeasurements of existing lease receivables1,243,585--1,243,585

Interest income1,380,726--1,380,726

Rent payments(2,495,630)--(2,495,630)

Rent Relief COVID-19(384,736)--(384,736)

Lease Receivable as at 31 March 202122,501,095--22,501,095

Maturity analysis – undiscounted

Non-OccupiedVehicle LeasesOccupiedTotal

Less than one year2,875,98967,344927,3753,870,708

Between one and five years11,407,113180,4443,840,85215,428,409

More than five years17,468,969-7,393,74324,862,712

Lease Liability as at 31 March 202131,752,071247,78812,161,97044,161,829

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
5253

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

Nature and Purpose of Reserves:

Foreign Currency Translation Reserve

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

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

released to profit or loss upon disposal of these subsidiaries.

In FY21 on the windup of the USA subsidiaries, the Group realised and reclassified the FX translation reserve of

$130,882 (2020: Nil) to the Statement of Comprehensive Income.

21) Financial instruments and risk management

Financial risk management objectives

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

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

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

risk, liquidity risk and cash flow interest rate risk.

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

mitigate risk exposures.

Market risk

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

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

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

Foreign currency risk management

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

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

and transfers funds when foreign exchange rates are favourable.

Foreign currency sensitivity analysis

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

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

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

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

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

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

number below indicates an increase in profit.

20) Foreign currency translation reserve

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

GROUP

10% Strengthening10% Weakening

2021202020212020

$000$000$000$000

Profit / (Loss) before tax44132(48)(145)

Equity3195(31)(95)

Interest rate sensitivity analysis

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

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

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

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

in interest rates.

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

held constant, the Group’s operating result for the year ended 31 March 2021 would have been $71,141 higher (2020:

$55,702 higher).

Interest rate risk

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

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

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

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

are placed into fixed rate term deposits where appropriate.

21) Financial instruments and risk management (Continued)

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2021
55

BFG ANNUAL REPORT 2021

54

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

21) Financial instruments and risk management (Continued)

Interest rate risk profile

2021Weighted

average

effective

interest rate

%

Greater

than 1 year

Less than 1

year

Non -

interest

bearingTotal

$$$$

Financial Assets

Cash and cash equivalent0.16%-7,114,119-7,114,119

Advance to Supplier3.00%109,650--109,650

Advance to Franchisee5.70%110,66917,331-128,000

Trade and other receivables---1,954,3841,954,384

Lease Receivable -non occupied6.30%20,947,4241,553,671-22,501,095

21,167,7438,685,1211,954,38431,807,248

Financial Liabilities870,000

Trade payables---1,856,6251,856,625

Lease Liability – Occupied5.90%8,202,588454,090-8,656,678

Lease Liability – Vehicles4.95%168,90757,644-226,551

Lease Liability – Non -occupied6.30%20,947,4241,553,671-22,501,095

29,318,9192,065,4051,856,62533,240,949

2020Weighted

average

effective

interest rate

%

Greater

than 1 year

Less than 1

year

Non -

interest

bearingTotal

$$$$

Financial Assets

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

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

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

Advances to Staff---859859

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

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

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

Financial Liabilities870,000

Trade payables---982,062982,062

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

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

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

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

21) Financial instruments and risk management (Continued)

Credit risk

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

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

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

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

approved counterparties.

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

trade debtors, loans and advances.

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

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

obtained. The maximum credit risk exposures are:

Group

20212020

$$

Cash and bank balances7,114,1195,570,167

Loans, advances and receivables2,192,0343,385,327

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

be impaired (2020: $Nil). No trade receivables are impaired in FY21 with no further amounts past due (2020: Nil).

Cash

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

Bank Limited in Australia.

Receivables

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

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

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

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

Capital management

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

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

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

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

reduce debt and/or adjust amounts paid to investors.

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

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
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NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

Capital Commitments

At 31 March 2021, the Group has no contractual commitments (2020: Nil).

Indemnity / Guarantees

BurgerFuel has deposits in place to cover certain commitments the banks have provided:

23) Contingencies

The Group has no contingencies at balance date (2020: Nil).

20212020

Total future minimum

payments

Total future minimum

payments

$$

NZX Bond20,00020,000

Lease guarantee bond56,608-

76,60820,000

22) Commitments

21) Financial instruments and risk management (Continued)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

Transactions with Related Parties

During the year the following related party transactions took place:

GroupRelationship

Nature

of transaction

2021

$

2020

$

SIAM Ventures LimitedKMP

Consultancy Expenses

Paid277,922-

Neo Corporate

Trustees LimitedKMP

Consultancy Expenses

Paid389,090667,012

Peter BrookDirectorDirectors Fees 70,00070,000

Trumpeter Consulting

LimitedDirectorDirectors Fees50,00050,000

Neo Corporate

Trustees Limited KMPHead Office Rental499,093493,938

Trumpeter Consulting

LimitedDirector

Consultancy Expenses

Paid18,00017,304

The Burger Fuel Group Limited Chief Executive Officer is the sole director of SIAM Ventures Limited and Neo

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

the SIAM Ventures Limited consultancy fee relates to the remuneration of the CEO. The above remuneration excludes

reimbursements of costs incurred on behalf of the Group.

20212020

$$

Salaries and other short-term employee benefits2,003,3162,216,816

KiwiSaver Employer Contribution40,08946,494

2,043,4052,263,310

Key Management Compensation

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

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

shown above.

24) Related party transactions

Liquidity risk

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

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

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

procedures to monthly reporting.

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

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

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

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

liabilities. All payables are due within 6 months of balance date (2020: 6 months).

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

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
5859

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

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

from operating activities

25) Earnings per share

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

average number of ordinary shares in issue during the year.

20212020

$$

Surplus / (Deficit) attributable to the owners of the Group712,985 505,478

Weighted average number of ordinary shares on issue52,008,09553,724,737

Basic earnings / (loss) per share (cents)1.370.94

Diluted earnings /(loss) per share (cents)1.370.94

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

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

number of shares on issue.

20212020

$$

Net surplus after tax712,985 505,478

Add: Non-cash items

Amortisation142,067143,084

Depreciation477,008545,765

Depreciation on ROU asset698,813630,329

Deferred tax asset101,11626,855

Transfer from Foreign currency reserve on windup of subsidiary130,882-

Loss on disposal of property, plant and equipment25,9217,327

Unrealised exchange loss / (gain)(29,725)(142,892)

IFRS 16 Adjustment to retained earnings-56,000

Impairment of Goodwill215,000-

Cancellation of shares USA settlement (Note 4)(981,327)-

Lease Liability component of rent relief(24,253)-

755,5021,266,468

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

20212020

Add: Items classified as investing or financing activities

Gain on sale of assets(82,510)(11,250)

Add: Working capital movements

(Increase) / decrease in trade and other receivables1,113,20850,191

(Increase) / decrease in inventories16,86556,401

(Decrease) / increase in taxation payable 708,906(336,339)

Increase / (decrease) in accounts payable and accruals,

provisions and contract liability(120,822)(199,243)

1,718,157(428,990)

Net cash flows provided from operating activities3,104,1341,331,706

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

from operating activities (Continued)

27) Segment reporting

Operating Segments

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

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

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

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

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

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

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
6061

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

2021

New ZealandAustraliaMiddle EastUSAConsolidated

$$$$$

Revenue

Sales7,728,400-47,595 - 7,775,995

Royalties4,662,874-158,807-4,821,681

Franchising fees242,742-55,262-298,004

Training fees30,000---30,000

Property management fees57,000-- - 57,000

Advertising fees3,340,587-435 - 3,341,022

Foreign exchange gain97,73946,075-(114,089)29,725

Sundry income1,841,177218,563 27,699 1,877,460

Rent Relief on

Non-Occupied Leases384,736---384,736

Interest received38,050766--38,816

Interest Leases1,380,726---1,380,726

COVID-19 Government

wage subsidy934,020---934,020

Total Revenue20,738,05146,862270,662(86,390)20,969,185

Interest Expense153(59)-(8)86

Interest Expense Leases

Occupied480,899---480,899

Interest Expense Leases non

occupied1,380,726---1,380,726

Depreciation474,279-2,729-477,008

Depreciation Leases698,813---698,813

Amortisation142,067---142,067

Segment Result before

Income Tax

1,532,32333,4687,240 (237,266) 1,335,765

Income Tax Expense622,780---622,780

Segment Assets45,754,882149,232217,495-46,121,609

Segment Liabilities35,649,63624,85998,810-35,773,305

2020

New ZealandAustraliaMiddle EastUSAConsolidated

$$$$$

Revenue

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

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

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

Training fees110,000---110,000

Property management fees53,000-- - 53,000

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

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

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

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

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

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

Interest Expense21440-91345

Interest Expense Leases

Occupied442,632---442,632

Interest Expense Leases non

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

Depreciation542,143-3,622-545,765

Depreciation Leases630,329---630,329

Amortisation143,084---143,084

Segment Result before

Income Tax(190,877)24,351588,948 300,951 723,373

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

Segment Assets44,383,022542,38197,178952,651

45,975,232

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

Acquisition of Property, Plant & Equipment & Intangible Assets.

Other698,197---698,197

27) Segment reporting (Continued)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

27) Segment reporting (Continued)

Acquisition of Property, Plant & Equipment & Intangible Assets.

Other533,996---533,996

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
6263

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

28) Net tangible asset per share

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

ordinary shares in issue during the year.

29) Subsequent Events

At the date of signing the Annual report and financial statements there has been no subsequent events.

20212020

$$

Assets15,245,44715,390,075

Current lease receivable non-occupied – IFRS161,553,6711,518,310

Right of use assets – Leases8,152,9077,828,007

Right of use assets – vehicles222,160-

Non-current lease receivable non-occupied – IFRS1620,947,42421,238,840

Total Assets46,121,60945,975,232

Liabilities(4,388,981)(3,985,223)

Lease Liabilities(8,656,678)(8,059,353)

Lease Liabilities – vehicles(226,551)-

Lease Liabilities – non-occupied(22,501,095)(22,757,150)

Total Liabilities(35,773,305)(34,801,726)

Net Assets10,348,30411,173,506

Less Intangible Assets(2,769,558)(3,110,549)

Net Tangible Assets7,578,7468,062,957

Total ordinary shares on issue50,336,86353,670,195

Net Tangible Assets per share

($ per Share)0.150.15

Statement of Directors and Officers Interests

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

Beneficially held

at 31/03/21

Non-beneficially

held at 31/03/21

Beneficially held

at 31/03/20

Non-beneficially

held at 31/03/20

Peter Brook336,596-336,596-

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

Alan Dunn324,656-324,656-

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

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

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

Remuneration of Directors

2021

12 Months

2020

12 Months

$$

Peter Brook70,00070,000

Josef Roberts667,012667,012

Alan Dunn50,00050,000

Remuneration of Employees (Excluding Executive Directors)2021

12 Months

Number of Employees

2020

12 Months

Number of Employees

$100,000-$110,00035

$110,000-$120,0002-

$120,000-$130,00013

$130,000-$140,0002-

$140,000-$150,000-1

$150,000-$160,00011

$160,000-$170,0001-

$200,000-$210,00011

$250,000-$260,00011

$290,000-$300,00011

SHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2021

/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ SHAREHOLDER INFORMATION

BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
6465

Substantial Security Holders

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

2021, details of the Substantial Security Holders in the company and their relevant interests in the company’s shares

are as follows:


Substantial Security HolderNumber of Voting Securities%

Mason Roberts Holdings Limited33,376,33566.31%

E & P Foundation Trustee Limited2,747,1385.46%

Mason Trustee Limited &

Christopher Simon Mason &

Christopher Ronald John Mills

2,593,0295.15%

The total number of voting securities of the Company on issue at 31 March 2021 was 50,336,863 fully paid ordinary shares.

SHAREHOLDER INFORMATIONSHAREHOLDER INFORMATION

FOR THE YEAR ENDED 31 MARCH 2021FOR THE YEAR ENDED 31 MARCH 2021

Twenty Largest Security Holders as at 31 March 2021

ShareholderNumber of Shares%

MASON ROBERTS HOLDINGS LIMITED33,376,33566.3%

E & P FOUNDATION TRUSTEE LIMITED 2,747,138 5.5%

MASON TRUSTEE LIMITED & CHRISTOPHER SIMON MASON & CHRISTOPHER

RONALD JOHN MILLS 2,593,029 5.2%

FORSYTH BARR CUSTODIANS LIMITED 1,376,200 2.7%

CUSTODIAL SERVICES LIMITED 931,000 1.8%

NEW ZEALAND DEPOSITORY NOMINEE LIMITED 719,802 1.4%

ASB NOMINEES LIMITED 380,000 0.8%

JBWERE (NZ) NOMINEES LIMITED 369,296 0.7%

PETER CLYNTON BROOK 336,596 0.7%

TRUMPETER TRUSTEES (2007) LIMITED 324,656 0.6%

BRIAN KELLY LIMITED 250,000 0.5%

LAPHROAIG TRUSTEE COMPANY (NZ) LIMITED 219,422 0.4%

STERLING NOMINEES LIMITED 150,292 0.3%

PLATEAU GROUP LIMITED 150,000 0.3%

ALASTAIR ROSS ARMSTRONG 115,936 0.2%

BRAD WILLIAM MCFARLANE 105,038 0.2%

FORSYTH BARR CUSTODIANS LIMITED 77,850 0.2%

MATTHEW JAMES PRINGLE 75,000 0.1%

ROBERT WALLACE MONTGOMERY DOWLER & ROSEMARY ELIZABETH

DOWLER 75,000 0.1%

INVESTMENT CUSTODIAL SERVICES LIMITED 65,500 0.1%

44,438,09088.1%

Domicile of Security Holdings

LocationHoldersUnitsUnits %

New Zealand2,28349,994,29099.3%

Australia83181,4650.4%

Austria12,0000.0%

Canada57,0580.0%

China12,0000.0%

France12,0000.0%

Hong Kong26,0000.0%

Ireland11,6000.0%

Norway11,0000.0%

Reunion11,0000.0%

Singapore13,5000.0%

South Africa1 1,000 0.0%

Switzerland13000.0%

Taiwan1 1,000 0.0%

USA1644,3330.1%

United Arab Emirates449,0170.1%

United Kingdom1339,3000.1%

2,416 50,336,863 100.0%

Spread of Security Holders


Shareholding SizeNumber of HoldersTotal Shares Held%

1 - 49919858,4740.1%

500 - 999159104,5550.2%

1,000 - 1,9991,3021,431,6822.8%

2,000 - 4,9994771,198,1742.4%

5,000 - 9,999134768,8471.5%

10,000 - 49,9991232,183,0034.3%

50,000 - 99,9997447,3880.9%

100,000 - 499,999102,401,2364.8%

500,000 - 999,99921,650,8023.3%

1,000,000 Over440,092,70279.7%

2,41650,336,863100.0%

/ SHAREHOLDER INFORMATION/ SHAREHOLDER INFORMATION

BFG ANNUAL REPORT 2021
67

BFG ANNUAL REPORT 2021

66

The Board of Directors is responsible for the corporate

governance of the Group. “Corporate Governance”

involves the direction and control of the business

by the Directors and the accountability of Directors

to shareholders and other stakeholders for the

performance of the Group and compliance with

applicable laws and standards.

Role of the Board

The Board is elected by the Shareholders of the

Company. A Director must not hold office (without re-

election) past the third annual meeting following the

Directors appointment or 3 years, whichever is longer.

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

those who have been longest in office since last being

elected.

The Board of Directors is responsible for the overall

direction of Burger Fuel Group Limited’s business and

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

is to ensure that corporate management is continuously

and effectively striving for above-average performance,

taking account of risk.

The Board:

• Establishes the objectives of Burger Fuel Group

Limited;

• Approves major strategies for achieving these

objectives;

• Oversees risk management and compliance;

• Sets in place the policy framework within which

BurgerFuel operates; and

• Monitors management performance against this

background.

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

management of the Group to the Group Chief Executive

Officer and the Chief Operating Officer.

The Board monitors financial results and compares them

to annual plans and forecasts / budgets on a regular

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

performance against its strategic planning objectives.

Board size and Composition

The size and composition of the Board is determined

by the Company’s constitution. As at 31 March 2021,

there were three Directors, a Chief Operating Officer,

and a Chief Financial Officer / Company Secretary. The

Chairman of the Board and the Chairman of the Audit

Committee are non-executive and independent of the role

of the Chief Executive Officer, Chief Financial Officer and

Chief Operating Officer.

Directors and Officers diversity

NZX listed issuers are required to report quantitative data

on the gender breakdown of Directors and Officers at the

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

information to allow investors to maintain an informed

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

expected performance.

20212020

MaleFemaleMaleFemale

Directors3-3-

Executive /

Leadership Team6172

Audit Committee

(i) Risk Management

The Audit Committee is required to establish a

framework of internal control mechanisms to ensure

proper management of the Group’s affairs and that key

business and financial risks are identified and controls

and procedures are in place to effectively manage

those risks. The Audit Committee is accountable to the

Board for the recommendation of the external auditors,

directing and monitoring the audit function and

reviewing the adequacy and quality of the annual audit

process.

(ii) Additional Assurance

The Committee provides the Board with additional

assurance regarding the accuracy of financial

information for inclusion in the Group’s annual report,

including the financial statements. The Committee is

also responsible for ensuring that Burger Fuel Group

Limited has an effective internal control framework.

These controls include the safeguarding of assets,

maintaining proper accounting records, complying with

legislation, including resource management and health

and safety issues, ensuring the reliability of financial

information and assessing and overviewing business risk.

The Committee also deals with governmental and New

Zealand Stock Exchange requirements.

(iii) Share Trading Policy

The Company has adopted a formal Securities Trading

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

The Policy is modelled on the Listed Companies

Association Securities Trading Policy and Guidelines and

is administered by the Audit Committee and restricts

share trading in a number of ways.

(iv) Insurance and Indemnification

Burger Fuel Group Limited provides indemnity insurance

cover to directors, officers and employees of the Group

except where there is conduct involving a wilful breach

of duty, improper use of inside information or criminality.

CORPORATE GOVERNANCE

FOR THE YEAR ENDED 31 MARCH 2021

/ CORPORATE GOVERNANCE

Constitution

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

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

Board Remuneration

Directors are entitled to Directors’ fees, reasonable

travelling, accommodation and other expenses incurred

in the course of performing duties or exercising powers

as Directors.

Peter Brook, the Chairman, receives an annual fee of

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

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

Company Secretary attends to all company secretarial

and corporate governance matters.

Conflict of Interest

The Board has guidelines dealing with the disclosure of

interests by Directors and the participation and voting at

Board meetings where any such interests are discussed.

The Group maintains an interests register in which

particulars of certain transactions and matters involving

Directors must be recorded.

Directors & Officers Board & Audit Committee Attendance Record

DirectorsBoard MeetingsAudit Committee Meetings

Peter Brook (Chair)64

Josef Roberts64

Alan Dunn64

Officers

Tyrone Foley (Chief Operating Officer)64

Mark Piet (Chief Financial Officer / Company Secretary)64

CORPORATE GOVERNANCE

FOR THE YEAR ENDED 31 MARCH 2021

/ CORPORATE GOVERNANCE

BFG ANNUAL REPORT 2021

69
BFG ANNUAL REPORT 2021

68

Registered Office

Grant Thornton New Zealand Limited

152 Fanshawe Street

Auckland 1011

Company Number

1947191

Date of Incorporation

14 June 2007

Directors

Peter Brook - Chairman (Independent)

Alan Dunn (Independent)

Josef Roberts (Executive)

Board Executives

Tyrone Foley

(Chief Operating Officer)

Mark Piet

(Chief Financial Officer / Company Secretary)

Business Headquarters

66 Surrey Crescent

Grey Lynn

Auckland 1021

Auditor

Baker Tilly Staples Rodway

Level 9, Tower Centre

45 Queen Street

Auckland 1010

Accountant

Grant Thornton New Zealand Limited

Level 4

152 Fanshawe Street

Auckland 1011

Bridgepoint Group Accounting Pty Ltd

Suite 301, 8 West Street,

North Sydney

NSW 2060

Australia

Citrin Cooperman

529 Fifth Avenue

New York, NY 10017

USA

KPMG

18 Viaduct Harbour Avenue,

Auckland 1140

Bankers

ASB Bank Limited

CBA Bank Limited (Australia)

Emirates NBD (UAE)

Bank of America Merrill Lynch (USA)

Solicitors

Dentons Kensington Swan, 18 Viaduct Harbour Avenue,

Auckland 1011.

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

1433, Auckland 1140.

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

Street, Suite 2925, PA, 19102, USA.

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

Parnell, Auckland 1151.

COMPANY DIRECTORY

FOR THE YEAR ENDED 31 MARCH 2021

SHAKE OUT // TOFFEE CHOC SHAKE

/ COMPANY DIRECTORY

WWW.BURGERFUELGROUP.COM

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

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