Burger Fuel Group Limited FY21 Annual Report Provided
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
T
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+64 9 309 046
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+64 9 309 4544
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ertillysr.nz
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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
BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
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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
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
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
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
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
BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
3637
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
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
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
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
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
$$
Cash at bank1,417,1313,373,400
Cash on deposit5,696,9882,196,767
7,114,1195,570,167
At balance date there is $76,608 (2020: $20,000) in restricted cash for bonds issued to the NZX and a lease
guarantee bond. Refer note 22 for further information.
16) Provisions
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2021BFG ANNUAL REPORT 2021
4849
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Number of SharesShare Capital
2021202020212020
$$
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
5657
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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