Burger Fuel Group Limited FY23 Annual Report Provided
BURGER FUEL
GROUP LIMITED
ANNUAL REPORT 2023
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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68
TABLE OF CONTENTS
WINNER WINNER //
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
45
Burger Fuel Group Ltd Full Year Results for the 12
months ended 31st March 2023
Overview - FY23
The Directors of Burger Fuel Group Limited (BFG)
present the audited results for the 12 months to
31 March 2023.
Net Profit after tax for the period was $900,418
representing a 56.3% increase on the previous year.
This result reflects a strong sales year in FY23, with
total Group sales back at pre Covid levels.
BurgerFuel Group (unaudited) Total System Sales
(all three brands, all regions) increased by 12.77% to
$106.2M on the same period last year. The Group had
strong store sales in FY23 which was helped with the
opening of the BurgerFuel Cambridge & Rolleston
stores in May 2022 and October 2022 respectively,
delivery sales for Winner Winner and Shake Out, and
the fact that we are benchmarking against reduced
trading days in FY22, when the stores were closed due
to Covid (August & September 2022). The CBD stores
also had improved sales due to office workers returning
to the city centres.
We expect the sales increase to continue into FY24
with the introduction of online delivery options for
BurgerFuel being trialled across selected stores in
the BurgerFuel system. However, we are conscious
of the fact that the economic environment remains
challenging, and this could impact sales.
Total income for the Group increased by 14.5% to
$24.0M.
BFG RESULTS FOR THE PERIOD 1 APRIL 2022 TO 31
March 2023
31 March
2023
31 March
2022
$000$000
Operating Revenue*22,89119,275
Interest Income
IFRS 16 non-occupied leases1,0891,267
COVID-19 Government wage
subsidy36430
Total Income24,01620,972
Operating Expenses **(20,368)(17,689)
Depreciation Expense –
IFRS 16 occupied leases(829)(780)
Interest Expense -
IFRS 16 non-occupied leases(1,089)(1,267)
Interest Expense -
IFRS 16 occupied leases(471)(488)
Total Expenses(22,757)(20,224)
Net Profit (Loss) Before Tax1,259748
Net Profit (Loss) After Tax***900576
* Revenue includes: Operating revenue and interest income but excludes Covid related
Government support.
** 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.
As at 31 March 2023 there were 60 BurgerFuel
restaurants operating in NZ and 7 operating in the
Middle East excluding third party “ghost” kitchens
operating in the UAE. From 1 April 2022 the UAE now
only has one store operating in Dubai, that being the
World Trade Centre store which operates under our
new licence holder.
As at 31 March 2023 there were 4 Shake Out and 4
Winner Winner restaurants operating in NZ which
includes the opening of our new company owned
Shake Out store in Auckland’s CBD Commercial Bay
precinct.
THE YEAR’S RESULTS
AND GROUP OUTLOOK
New Zealand
Total systemwide sales across New Zealand (68
restaurants, all 3 brands) increased by 19.10% on the
previous year.
We are also pleased to announce the opening of the
new BurgerFuel Dunedin store in April 2023 (FY24).
This store has been well received and to date is
performing strongly.
Shake Out total store sales increased by 61.6% in FY23
mainly due to the introduction of delivery services in
April 2022 and the opening of our company owned
Shake Out store in the Commercial Bay precinct,
downtown Auckland, in November 2022. This store is
performing as expected but has had a few disruptions
with the Christmas period and the extreme weather
events occurring throughout 2023. Once again, we are
benchmarking against less trading days in FY22.
Winner Winner total sales increased by 33.5%. this
is also due to the introduction of delivery services
and reduced sales in FY22. In May 2023 the board of
directors decided to close our company owned Winner
Winner store in Takapuna, Auckland. This site never
really performed well, and its closure will reduce the
ongoing losses in that location. Winner Winner is a
great brand, but trading and growth in this brand was
significantly affected by the Covid period. We learnt
from this restaurant and as a result we are re-working
our Winner Winner offer, to reduce complexity and
ultimately to make the brand more scalable.
For the entire financial year, the two new brands
represented 8.3% of total sales for the group (9.08% of
total NZ sales).
CHAIRMAN AND CHIEF EXECUTIVES’ REVIEWCHAIRMAN AND CHIEF EXECUTIVES’ REVIEW
The establishment of new brands takes considerable
time and financial investment and accordingly this
investment has affected our bottom line. In addition,
these new brands were both affected by almost 3 years
of Covid disruptions. We do believe that both brands
have a future in New Zealand, however significant
resources in terms of cash and management will be
needed to continue in FY24.
The Middle East
In April 2022 we appointed a new Master Licensee
for the entire region to one company that assumes
responsibility for the appointment and operations
of individual stores and regional franchisees. This is
effectively a Development Agent (DA) Agreement
structure.
Under the DA Agreement BFG will receive a share of
royalties generated from BurgerFuel sales in the region.
Each new store will be owned or franchised under the
new DA agreement. The DA will be responsible for site
selection and store construction as well as training
and day to day operations. As previously advised, the
Group incurred costs in FY23 in relation to setting up
this new DA structure with a view to rebuilding the
brand in the MENA region over future years.
The BurgerFuel store in Dubai will soon undergo a full
refit which will reflect an updated store design. It is
intended that this new look store will attract potential
franchisees within the region and allow further
franchising.
The future of MENA will be entirely dependent on
the success of the new DA structure. Whilst BFG’s
percentage share of royalties will be substantially lower
than in previous years, our operational involvement will
also be on a significantly reduced basis.
BFG earnings from the Middle East have been
diminishing for some years, and the Group doesn’t
anticipate generating any income from the Middle East
until FY25.
The Middle East sales are down 29.1% in FY23. This
is due to the previous UAE licence holder exiting the
brand and closing 3 stores. Saudi Arabia also closed 2
underperforming stores in FY23 and 2 stores in FY24
and now have 4 stores operating in this region.
Summary & Outlook
The FY23 year was another very challenging year. The
hospitality sector was hit hard by the pandemic, staff
shortages and increased costs, but given these circumstances
we believe the Group achieved a solid performance and profit
for the year.
At this stage the Group Performance over the next 12 months
remains uncertain with the current worsening economic
conditions but the recent sales growth is promising, as is the
proposed trial of the delivery service for select BurgerFuel
outlets.
We expect growth in new stores to be modest with perhaps a
few new stores across all brands occurring in FY24.
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 2023FOR THE YEAR ENDED 31 MARCH 2023
Josef Roberts
Group CEO
Peter Brook
Chairman
/ ANNUAL REPORT OF THE DIRECTORS/ ANNUAL REPORT OF THE DIRECTORS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
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
BURGER FUEL GROUP LIMITED FY23 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
2009
2017
NZ$96.5M
2018
NZ$100.3M
2019
NZ$105.6M
2020
2021
2022
2023
NZ$103.6M
NZ$101.3M
NZ$88.7M
NZ$94.2M
NZ$106.2M
$106,233,955
BURGER FUEL GROUP LIMITED FY23
REVENUE AND TRADING HISTORY
REVENUE
LOSS
PROFIT AFTER TAX
/ FY23 REVENUE AND TRADING HISTORY
NZ$21.0M
2019
NZ$1,236,341
NZ$21.9M
NZ$21.0MNZ$21.0M
NZ$24.0M
2020
2021
2023
2022
NZ$505,478
NZ$712,985
NZ$575,869
NZ$900,418
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
/ FY23 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
NON-INDEPENDENT DIRECTOR
Tyrone was the BFG Group COO
from 2011 to 2021.
He became a non-independent
director in October 2021.
Tyrone’s previous management
roles have been with McDonald’s
and BP. He is currently the CEO
of Libelle Group.
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
2023, 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 2023, 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 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.
T
:
+64 9 309 0463
E
: auckland@bakertillysr.nz
W
: www.bakertillysr.nz
Level 9, 45 Queen Street,
Auckland 1010
PO Box 3899, Auckland 1140
New Zealand
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
Leases
As disclosed in Note 18 of the Group’s consolidated
financial statements, the Group has lease liabilities
of $24.7m (2022: $28.2m), right-of-use assets of
$6.7m (2022: $7.7m) and lease receivables of $17.1m
(2022: $19.7m).
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 Leases.
• 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 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.
• Evaluating Management’s assessment of the
incremental borrowing rates 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.
• 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.
• Evaluating the disclosures (including the
accounting policies and accounting estimates)
related to leases which are included in the
Group’s consolidated financial statements.
Key Audit Matter
How our audit addressed the key audit matter
Impairment assessment of Goodwill
As disclosed in Note 13 of the Group’s
consolidated financial statements, the Group
has goodwill of $1.3m (2022: $1.4m), allocated
across two (2022: two) cash-generating units
(‘CGUs’).
Goodwill was significant to our audit due to
the size of the assets and the subjectivity,
complexity and uncertainty inherent in the
measurement of the recoverable amount of
these CGUs 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.
The 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:
• 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 the segments 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 goodwill,
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.
• Procedures included:
• Evaluating the logic of the value-in-use
calculations supporting Management’s annual
impairment test and testing the 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 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 related disclosures (including the
accounting policies and accounting estimates) about
goodwill, and the risks attached to them which
are included in the Group’s consolidated financial
statements.
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 2023 (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 2023 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 2023 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 2023
17
BFG ANNUAL REPORT 2023
20232022
Note$$
Revenue422,799,65919,251,105
COVID-19 Government wage subsidy35,606430,292
Operating Expenses5(19,453,197)(17,079,428)
Profit before Interest, Taxation, Depreciation
and Amortisation3,382,0682,601,969
Depreciation on Property, Plant and Equipment10(648,444)(470,161)
Depreciation on Right of Use Assets18(828,911)(779,953)
Amortisation and impairment13(265,676)(139,442)
(1,743,031)(1,389,556)
Profit before Interest and Taxation 1,639,0371,212,413
Interest Income91,60023,579
Interest Income leases non-occupied181,089,4741,266,637
Interest Expense(325)-
Interest Expense leases occupied18(471,326)(487,846)
Interest Expense leases non-occupied18(1,089,474)(1,266,637)
(380,051)(464,267)
Profit before Taxation1,258,986748,146
Income Tax Expense6(358,568)(172,277)
Net Profit attributable to shareholders900,418575,869
Other comprehensive income:
Items that may be reclassified subsequently to profit
or loss:
Movement in Foreign Currency Translation Reserve191,70812,684
Total comprehensive income902,126588,553
Basic Earnings per Share (cents)241.791.14
Diluted Earnings per Share (cents)241.791.14
The attached notes form part of these financial statements
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023
WINNER WINNER
/ CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
1819
FOR THE YEAR ENDED 31 MARCH 2023
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
20232022
Shareholders’ equityNote$$
Contributed equity1711,913,49911,913,499
Retained earnings / (accumulated losses)209,252(691,166)
Foreign currency translation reserve19(283,768)(285,476)
11,838,983 10,936,857
Current assets
Cash and cash equivalents168,202,0246,798,362
Trade and other receivables82,133,7441,931,950
Lease Receivable: non-occupied181,482,8301,538,383
Inventories9578,993762,383
Loans1216,18911,034
12,413,78011,042,112
Non-current assets
Property, plant and equipment102,441,3422,465,244
Right of use asset - leases186,687,5477,727,1 3 4
Lease receivable non-occupied1815,602,84418,172,743
Deferred tax asset6618,420576,743
Loans1229,31163,296
Intangible assets132,056,2551,905,563
27,435,71930,910,723
Total Assets39,849,49941,952,835
Current liabilities
Trade and other payables141,853,5461,249,455
Contract Liability14195,072234,448
Lease Liability18731,509615,881
Lease Liability: non-occupied181,482,8301,538,383
Income tax payable267,063115,649
Provisions15345,692350,337
4,875,7124,104,153
The attached notes form part of these financial statements
FOR THE YEAR ENDED 31 MARCH 2023
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
20232022
Non-current liabilitiesNote
Contract Liability14610,240830,615
Lease Liability186,878,4787,867,267
Lease Liability non-occupied1815,602,84418,172,743
Provisions1543,24241,200
23,134,80426,911,825
Total liabilities28,010,51631,015,978
Net assets11,838,98310,936,857
Net tangible assets per share
($ per share - non-GAAP measure) 270.180.17
For and on behalf of the Board who approved these financial statements for issue on 30th June 2023.
DirectorDirector
The attached notes form part of these financial statements
Josef Roberts
Group CEO
Peter Brook
Chairman
/ CONSOLIDATED STATEMENT OF FINANCIAL POSITION/ CONSOLIDATED STATEMENT OF FINANCIAL POSITION
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
2021
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
2023
Contributed
Equity
Foreign
Currency
Translation
Reserve
Retained
earnings/
(accumulated
losses)Total Equity
Note$$$$
Balance as at 1 April 202211,913,499(285,476)(691,166)10,936,857
Movement in foreign currency
translation reserve recognised in other
comprehensive income-1,708-1,708
Net Profit for the year ended
31 March 2023--900,418900,418
Total comprehensive income-1,708900,418902,126
Balance as at 31 March 202311,913,499(283,768)209,25211,838,983
2022
Contributed
Equity
Foreign
Currency
Translation
Reserve
Retained
earnings/
(accumulated
losses)Total Equity
Note$$$$
Balance as at 1 April 202111,913,499(298,160)(1,267,035)10,348,304
Movement in foreign currency
translation reserve recognised in other
comprehensive income-12,684-12,684
Net Profit for the year ended
31 March 2022--575,869575,869
Total comprehensive income-12,684575,869588,553
Balance as at 31 March 202211,913,499(285,476)(691,166)10,936,857
The attached notes form part of these financial statementsThe attached notes form part of these financial statements
20232022
Cash flows from operating activities Note$$
Receipts from customers22,567,95319,286,019
COVID-19 Government wage subsidy35,606445,301
Interest received91,60023,579
Goods and services tax54,44384,103
Payments to suppliers & employees(18,948,977)(18,502,590)
Interest Paid(325)-
Interest on leases(471,326)(459,677)
Taxes (Paid/Refund)(248,832)(541,965)
Net cash flows provided from operating activities253,080,142334,770
Cash flows from investing activities
Repayments of loans28,830163,320
Sale of property, plant and equipment 187,05077,576
Acquisition of intangible assets13(427,050)(1,364)
Acquisition of property, plant & equipment10(815,465)(383,584)
Net cash flows applied to investing activities(1,026,635)(144,052)
FOR THE YEAR ENDED 31 MARCH 2023
CONSOLIDATED STATEMENT OF
CASH FLOWS
Cash flows from financing activities
Lease Liability Principal Component(662,486)(505,496)
Net cash flows applied to financing activities(662,486)(505,496)
Net movement in cash and cash equivalents1,391,021(314,778)
Exchange gains / (loss) on cash and cash
equivalents12,641(979)
Opening cash and cash equivalents6,798,3627,114,119
Closing cash and cash equivalents168,202,0246,798,362
/ CONSOLIDATED STATEMENT OF CHANGES IN EQUITY/ CONSOLIDATED STATEMENT OF CASH FLOWS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
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 11 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. The Winner
Winner Limited company owned store lease term was
however taken to the first renewal date due to the poor
performance of this store.
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 6 for additional information on accounting
for income tax.
Impairment of Goodwill
The Group reviews goodwill for impairment 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 of
5 years 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 13.1 - Intangible Assets.
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
No new standards and amendments and interpretations
to existing standards came into effect during the
current accounting period beginning on 1 April
2022 that materially impacted the Group’s financial
statements and required retrospective adjustments.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
3) Specific accounting policies (Continued)
b) Basis of Consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has
control. 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.
The Group recognises contract liabilities for
consideration received in respect of unsatisfied
performance obligations and reports these amounts as
other contract liabilities in the statement of financial
position.
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 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 annually over
the term of the agreement.
The transaction price includes a variable price
consideration for the possible transfer of franchise
rights. This is unknown until a transfer 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.
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. The Group provides marketing
services to increase sales and brand exposure over the
life of the agreement.
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.
Government grants
Government grants are not recognised until there is
reasonable assurance that the Group will comply with
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
2425
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
3) Specific accounting policies (Continued)
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.
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.
d) Accounts Receivable
Trade receivables
The Group makes use of a simplified approach in
accounting for trade receivables. 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.
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.
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.
Impairment of financial assets
The Group recognises a loss allowance for expected
credit losses (ECL). 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.
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,
using 12 months expected losses. Management have
assessed each counterparty as having a low risk of
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
3) Specific accounting policies (Continued)
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.
Financial liabilities are recognised initially at fair value
and subsequently measured at amortised cost using
the effective interest method. The Group’s 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 9% - 40% diminishing value
Computer Hardware 16% - 75% diminishing value
Furniture & Fittings 8% - 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.
The Group has elected to apply the practical
expedient in accordance with IFRS 16, allowing for the
combination of lease and non-lease components.
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.
As a lessor
When the Group is an intermediate lessor, it accounts
for its interests in the head lease and the sub-lease
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
2627
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
3) Specific accounting policies (Continued)
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. These
are classified as non-occupied leases in the financial
statements.
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. This class
of intangible asset which includes brand assets,
software and patents 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 for trademarks.
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.
The cost of self-constructed intangible assets includes
the cost of direct labour, any other costs directly
attributable to bringing the asset to a working
condition for its intended use. Purchased software that
is integral to the functionality of the related equipment
is capitalised as part of that equipment. These self-
constructed intangible assets have a useful life of 3
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
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
3) Specific accounting policies (Continued)
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
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 profit
and loss in 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.
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
2829
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
3) Specific accounting policies (Continued)
The Group also presents Net Tangible Assets Per Share
(a non-GAAP measure) for its ordinary shares and it
is calculated by dividing the net tangible assets of the
Group by the number of shares outstanding at the end
of the year.
q) Segment Reporting
Operating segments have been identified based on the
information provided to the chief operating decision
maker; being the Board of Directors.
The Group operates in two operating segments – these
consist of the following geographical locations, New
Zealand, and international markets.
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 13.1 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.
FOR THE YEAR ENDED 31 MARCH 2023
SHAKE OUT
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
3031
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
5) Expenses
20232022
$$
Operating expenses include:
Cost of Sales4,213,8213,496,113
Rental and Operating Lease Costs2,122-
Loss on Disposal of Property, Plant and Equipment7,23219,392
Loss on Disposal of intangible assets10,683-
Directors’ Fees (refer Note 23)163,250130,417
Wages and Salaries4,963,3694,661,291
Contributions to a defined contribution plan113,024115,727
Key management personnel costs: (refer Note 23)
- Salary and other short-term benefits1,857,4791,667,442
- Contributions to a defined contribution plan32,61229,012
Auditors’ remuneration – Audit Services – Baker Tilly Staples
Rodway:
- Audit of Financial Statements105,354102,796
- Tax services25,33546,490
Other Operating Expenses 3,948,8043,280,478
Rent Relief on Non-Occupied Leases96,500141,770
Write-off of uniform stock (refer Note 9)48,1672,539
Advertising Expenditure3,765,4453,385,961
Impairment of Goodwill100,000-
19,453,19717,079,428
The above key management personnel costs include remuneration of the Group Chief Executive and the members of
the executive team.
4) Revenue
20232022
$$
Sale of Goods9,802,8338,077,274
Franchising Fees447,001486,353
Training Fees37,500-
Royalties5,868,4064,978,621
Advertising Fees4,308,4883,507,309
Property Management Fees59,00057,000
Gain on Sale of Fixed Assets 939,277
Foreign Exchange Gains / (Losses) 14,283(13,721)
Other Income2,165,6391,977,222
Rent Relief on Non-Occupied Leases96,500141,770
22,799,65919,251,105
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
3233
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
6) Income tax (Continued)
20232022
Reconciliation of deferred tax asset:$$
Deferred tax on temporary differences
Opening balance576,743615,988
Provision for employee benefits(2,472)15,575
Provisions for make good572280
Depreciation & amortisation51,3094,994
Accruals11,360526
Deferred revenue(68,524)(130,019)
Impact of Leases46,59969,399
Prepayments2,833-
618,420576,743
Opening Balance576,743615,988
Charged to profit or loss41,677(39,245)
Closing Balance618,420576,743
The Group has $1,643,637 of unrecognised losses to be carried forward (2022: $1,772,032). The potential benefit
of these losses is $493,091 (2022: $531,609) which has not been recognised in the financial statements. The losses
carried forward relate to the Australian operations and are therefore in Australian dollars.
The Group has recognised a deferred tax asset of $618,420 (2022: $576,743) with respect to other temporary
differences. This has been recognised as it is probable that future taxable profit will be available to allow the asset to
be utilised.
6) Income tax
20232022
$$
Taxation expense is represented by:
Current Tax400,245133,032
Deferred Tax(41,677)39,245
358,568172,277
Profit / (Loss) before income tax expense1,258,986748,146
Timing differences & non-deductible expenses:
50% entertainment33,72921,859
Non-deductible expenditure17,513183,888
Depreciation & Amortisation183,24717,834
IFRS 15 Deferred revenue(255,751)(464,354)
IFRS 16 Leases166,423247,854
Accruals40,573(10,120)
Prepayments10,116-
Make good provision2,0421,000
Holiday pay not paid out within 63 days(8,828)55,626
Impairment Loss100,000-
Other 17,18118,715
306,24572,302
Taxable Profit / (Loss)1,565,231820,448
(Non-taxable) / Non-Deductible Middle East &
US entities income16,746(22,187)
Tax Losses utilised(152,659)(152,579)
Net Taxable Profit1,429,318645,682
Taxation at the company’s effective tax rate400,209180,791
Deferred tax movement P&L(41,677)39,245
Under Provision of Prior Period36(47,759)
Total income tax expense per statement of comprehensive income358,568172,277
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
3435
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
20232022
$$
Ingredients160,344172,098
Finished Goods418,649590,285
Total Inventory578,993762,383
Finished goods includes signage, kitchen equipment, uniforms & proprietary products (BurgerFuel sauces & dry goods).
During the year ended 31 March 2023, $48,167 of obsolete uniforms, signs and kitchen equipment were written off.
(2022: $2,539).
9) Inventories
20232022
$$
Opening balance2,329,3431,719,421
Add
Tax payable685,335603,520
Resident withholding tax26,4686,402
711,803609,922
Deduct
Income tax refund received(130)-
Closing balance3,041,0162,329,343
8) Trade and other receivables
20232022
$$
Trade receivables2,003,3861,761,215
Allowance for impaired assets--
2,003,3861,761,215
Prepayments126,251151,008
Sundry receivables4,10719,727
2,133,7441,931,950
Receivables denominated in currencies other than the presentation currency are Australian Dollars and they comprise
3.1% of the trade receivables (2022: 33.0%) The total receivables impaired for the 2023 financial year are Nil (2022: Nil).
7) Imputation credits
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
3637
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
10) Property, plant & equipment
2023
Motor
vehicles
Office
equipment
Furniture &
fittings
Computer
Hardware
Kitchen
Equipment
Leasehold
Improve-
mentsTotal
$$$$$$$
Cost
Balance 1 April 2022338,97978,1791,191,7551,282,6171,211,2182,267,1016,369,849
Additions33,42490944,432263,570232,180240,950815,465
Disposals(105,224)(1,297)(3,541)(161,938)(18,271)-(290,271)
Cost at 31 March
2023267,17977,7911,232,6461,384,2491,425,1272,508,0516,895,043
Depreciation and
impairment losses
Balance 1 April 2022262,64160,802827,599997,265600,1391,156,1593,904,605
Disposals(38,663)(1,011)(1,358)(47,087)(7,878)-(95,997)
Depreciation for
the year13,9292,674102,061145,675118,496265,609648,444
Foreign exchange
impact(3,218)--(133)--(3,351)
Balance 31 March
2023234,68962,465928,3021,095,720710,7571,421,7684,453,701
10) Property, plant & equipment (Continued)
2022
Motor
vehicles
Office
equipment
Furniture &
fittings
Computer
Hardware
Kitchen
Equipment
Leasehold
Improve-
mentsTotal
$$$$$$$
Cost
Balance 1 April 2021457,51877,3491,168,0641,094,9881,188,8042,266,9316,253,654
Additions40,97483025,103240,04175,1461,490383,584
Disposals(159,513)-(1,412)(52,412)(52,732)(1,320)(267,389)
Cost at
31 March 2022338,97978,1791,191,7551,282,6171,211,2182,267,1016,369,849
Depreciation and
impairment losses
Balance 1 April 2021376,41657,363743,182924,912510,5231,031,6883,644,084
Disposals(136,872)-(958)(39,677)(31,147)(1,044)(209,698)
Depreciation for
the year23,0463,43985,375112,023120,763125,515470,161
Foreign exchange
impact51--7--58
Balance 31 March
2022262,64160,802827,599997,265600,1391,156,1593,904,605
Net Book Value
Balance 1 April 202276,33817,377364,156285,352611,0791,110,9422,465,244
Depreciation for the
year(13,929)(2,674)(102,061)(145,675)(118,496)(265,609)(648,444)
Additions33,42490944,432263,570232,180240,950815,465
Disposals(66,561)(286)(2,183)(114,851)(10,393)-(194,274)
Foreign exchange
impact3,218--133--3,351
Net Book Value at 31
March 202332,49015,326304,344288,529714,3701,086,2832,441,342
The gain on sale recorded in the Statement of Comprehensive Income was $9 (2022: $39,277), relating to the sale of
computer equipment. The loss on sale recorded relates to computer & kitchen equipment and a car $7,232
(2022: $19,392)
Net Book Value
Balance 1 April 202181,10219,986424,882170,076678,2811,235,2432,609,570
Depreciation for
the year(23,046)(3,439)(85,375)(112,023)(120,763)(125,515)(470,161)
Additions40,97483025,103240,04175,1461,490383,584
Disposals(22,641)-(454)(12,735)(21,585)(276)(57,691)
Foreign exchange
impact(51)--(7)--(58)
Net Book Value at 31
March 202276,33817,377364,156285,352611,0791,110,9422,465,244
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
3839
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
Subsidiary CompaniesCountry of IncorporationInterest Held 2023Interest Held 2022
BF Lease Company LimitedNew Zealand100%100%
BF Lease Company No 1 LimitedNew Zealand100%100%
BF Lease Company No 2 LimitedNew Zealand100%100%
BF Lease Company No 3 LimitedNew Zealand100%100%
BF Lease Company No 4 LimitedNew Zealand100%100%
BF Lease Company No 5 LimitedNew Zealand100%100%
BF Lease Company No 6 LimitedNew Zealand100%100%
BF Lease Company No 7 LimitedNew Zealand100%100%
BF Lease Company No 8 LimitedNew Zealand100%100%
BF Lease Company No 9 LimitedNew Zealand100%100%
BF Lease Company No 10 LimitedNew Zealand100%100%
BF Lease Company No 11 LimitedNew Zealand100%100%
BF Lease Company No 12 LimitedNew Zealand100%100%
BF Lease Company No 13 LimitedNew Zealand100%100%
BF Lease Company No 14 LimitedNew Zealand100%100%
BF Lease Company No 15 LimitedNew Zealand100%100%
BF Lease Company No 16 LimitedNew Zealand100%100%
BF Lease Company No 17 LimitedNew Zealand100%100%
BF Lease Company No 18 LimitedNew Zealand100%100%
BF Lease Company No 19 LimitedNew Zealand100%100%
BF Lease Company No 20 LimitedNew Zealand100%100%
BF Lease Company No 21 LimitedNew Zealand100%100%
BF Lease Company No 22 LimitedNew Zealand100%100%
BF Lease Company No 23 LimitedNew Zealand100%100%
BF Lease Company No 24 LimitedNew Zealand100%100%
BF Lease Company No 25 LimitedNew Zealand100%100%
BF Lease Company No 26 LimitedNew Zealand100%100%
BF Lease Company No 27 LimitedNew Zealand100%100%
BF Lease Company No 28 LimitedNew Zealand100%100%
BF Lease Company No 29 LimitedNew Zealand100%100%
BF Lease Company No 30 LimitedNew Zealand100%100%
BF Lease Company No 31 LimitedNew Zealand100%100%
BF Lease Company No 32 LimitedNew Zealand100%100%
BF Lease Company No 33 LimitedNew Zealand100%100%
11) 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 2023Interest Held 2022
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) DMCC
(sold 01/04/2022)Dubai-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 Commercial Bay LimitedNew Zealand100%100%
Shake Out Container LimitedNew Zealand100%100%
Burger Fuel Pty Limited Australia100%100%
Burger Fuel Australia Pty LimitedAustralia100%100%
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
4041
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
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 – sold on the 01/04/2022.
Burger Fuel (Dubai) NZ Limited – Holding company of the subsidiary in Dubai (Burger Fuel (ME) DMCC).
BurgerFuel Henderson Limited – New Zealand based company trading as restaurant.
Burger Fuel Takapuna Limited – New Zealand based company trading as restaurant.
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 Commercial Bay Limited – New Zealand based company trading as restaurant.
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.
11) Investment in subsidiaries (Continued)
20232022
$$
Loans to Third Parties
Advance to Supplier-4,830
Advance to Franchisee45,50069,500
Total Loans45,50074,330
Advances to Franchisee
The advance to a franchisee is to assist with developing the new Shake Out brand. The loan is interest bearing at 5.7%
(2022: 5.7%).
These advances have been assessed by management and there is no impairment or expected credit losses.
12) Loans
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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4243
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
2023
Brand
AssetsGoodwill
Reacquired
Rights
Computer
SoftwarePatent
Trade
MarksTotal
$$$$$$$
Cost
Balance 1 April 2022221,3331,639,279250,760-17,896777,4882,906,756
Disposals/adjustment *-----(29,037)(29,037)
Acquisitions---414,985-12,065427,050
Balance at
31 March 2023221,3331,639,279250,760414,98517,896760,5163,304,769
Amortisation
Balance 1 April 2022101,979215,000139,310-12,083532,8211,001,193
Disposals/adjustment *-----(18,355)(18,355)
Impairment **-100,000----100,000
Current year
amortisation19,141-27,86232,9671,45884,248165,676
Balance 31 March 2023121,120315,000167,17232,96713,541598,7141,248,514
Net Book Value
Balance 1 April 2022119,3541,424,279111,450-5,813244,6671,905,563
Disposals/adjustment *-----(10,682)(10,682)
Impairment **-(100,000)----(100,000)
Additions---414,985-12,065427,050
Amortisation(19,141)-(27,862)(32,967)(1,458)(84,248)(165,676)
Net Book Value at 31
March 2023100,2131,324,27983,588382,0184,355161,8022,056,255
2022
Brand
AssetsGoodwill
Reacquired
RightsPatentTrade MarksTotal
$$$$$$
Cost
Balance 1 April 2021221,3331,639,279250,76017,896776,1252,905,393
Disposals/adjustment *----(1)(1)
Acquisitions----1,3641,364
Balance at
31 March 2022221,3331,639,279250,76017,896777,4882,906,756
Amortisation
Balance 1 April 202182,838215,000111,44810,625441,840861,751
Adjustment *------
Impairment **------
Current year
amortisation19,141-27,8621,45890,981139,442
Balance 31 March 2022101,979215,000139,31012,083532,8211,001,193
Net Book Value
Balance 1 April 2021138,4951,424,279139,3127, 27 1334,2852,043,642
Adjustment *----(1)(1)
Impairment **------
Additions----1,3641,364
Amortisation(19,141)-(27,862)(1,458)(90,981)(139,442)
Net Book Value at 31
March 2022119,3541,424,279111,4505,813244,6671,905,563
13) Intangible assets13) Intangible assets (Continued)
** Impairment of goodwill on the Takapuna Burger Fuel store 2023: $100,000 (2022: Nil)
The reacquired rights will be amortised over the life of the franchise agreement at the time of purchase being 9.5 years.
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
4445
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
13.1) Impairment testing
Impairment
The goodwill of the Takapuna and Henderson stores have been tested for impairment. Based on the impairment
testing results, a $100,000 impairment loss on Goodwill is recorded for the BurgerFuel Takapuna store in the 2023
financial year (2022: Nil). Estimation uncertainty relates to assumptions about current value or operating results and
the determination of a suitable discount rate. For the purpose of annual impairment testing, goodwill is allocated
to the following cash-generating units, which are the units expected to benefit from the synergies of the business
combinations in which the Goodwill arises.
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
20232022
$$
New Zealand Retail – Henderson Store586,427586,427
Impairment of Henderson Goodwill--
New Zealand Retail – Takapuna Store837,852837,852
Impairment of Takapuna Goodwill(100,000)-
Goodwill allocation at 31 March1,324,2791,424,279
13.2) 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 FY24 revenue growth rates to be 11.84% based on reduced trading
days in FY23 and the introduction of delivery services.
13.3) Discount rates
The discount rates reflect appropriate adjustments relating to market risk and specific risk factors of each unit and
these are pre-tax discount rates.
13.4) Cash flow assumptions
The forecasts assume that New Zealand will have no further restrictions placed on the business operations during the
forecast period.
The recoverable amounts of the cash-generating units were determined based on the higher of the value-in-use and
fair value less cost of disposal calculations, covering a detailed forecast period of 5 years 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 pandemic and
staff shortages on the valuation of the Group’s financial and non-financial assets (i.e. impairment assessment of cash
generating units).
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
2023.
The present value of the expected cash flows of each segment is determined by applying a suitable discount rate.
Growth RatesDiscount Rates
2023202220232022
New Zealand Retail – Henderson Store2.0%2.0%17.0%20.9%
New Zealand Retail – Takapuna Store2.0%2.0%16.9%18.5%
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
4647
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
20232022
$$
Trade payables1,421,654938,630
Payroll liabilities104,97967,431
GST payable250,275195,832
Accrued expenses76,63847,562
1,853,5461,249,455
Contract LiabilityFranchise Fees MLA Total
Balance 01 April 2022852,400212,6631,065,063
Franchise fees booked to Balance Sheet in FY23(8,000)-(8,000)
Revenue recognised – Franchise fees(226,759)(24,992)(251,751)
Balance 31 March 2023617,641187,671805,312
Balance 01 April 20211,067,000462,4131,529,413
Franchise fee refund(20,000)-(20,000)
Revenue recognised – Franchise fees(194,600)(249,750)(444,350)
Balance 31 March 2022852,400212,6631,065,063
The contract liability represents the remaining balance of franchise and MLA fees spread over the life of the
agreement which is typically 10 & 20 years in length, respectively. The franchises of 4 New Zealand stores were
cancelled and reinstated in FY23 when the stores were sold to new franchisees.
14) Trade and other payables and contract liabilities
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
20232022
$$
Store Closure Provision (non current)
Opening balance41,20040,200
Provisions made during the year2,0421,000
43,24241,200
Holiday Pay Provision (current)
Opening balance350,337438,163
Provisions made during the year349,098265,917
Provisions used during the year(353,743)(353,743)
345,692350,337
Total Provisions388,934391,537
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.
16) Cash and cash equivalents
20232022
$$
Cash at bank2,643,3481,354,160
Cash on deposit5,558,6765,444,202
8,202,0246,798,362
At balance date there is $114,923 (2022: $76,608) in restricted cash for bonds issued to the NZX and lease guarantee
bonds. Refer note 21 for further information.
15) Provisions
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
4849
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Number of SharesShare Capital
2023202220232022
$$
Opening ordinary shares on issue 50,336,86350,336,86311,913,49911,913,499
Share buyback and cancellation----
Authorised & issued ordinary shares on issue at 31 March50,336,86350,336,86311,913,49911,913,499
Burger Fuel Group Limited was listed on the New Zealand Alternative Stock Exchange (NZAX) on 27 July 2007. The
Group migrated to the main board (NZX) on the 1st July 2019. The Company has 50,336,863 (2022: 50,336,863)
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 2023 financial year (2022: NIL).
* Remeasurements of ROU assets include vehicle and property leases and lease changes.
17) Contributed equity
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
In addition to the head office company owned stores & warehouse leases (Occupied leases), the Group at 31 March
2022 holds the head leases on 49 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.
2023
Non-OccupiedVehicle LeasesOccupiedTotal
Right of Use Assets
Opening balance-230,8137,496,3217,727,1 3 4
Remeasurements of ROU assets*-76,289(286,965)(210,676)
Depreciation-(94,276)(734,635)(828,911)
Right of use Asset as at 31 March 2023-212,8266,474,7216,687,547
2022
Non-OccupiedVehicle LeasesOccupiedTotal
Right of Use Assets
Opening balance-222,1608,152,9078,375,067
Remeasurements of ROU assets*-83,82948,191132,020
Depreciation-(75,176)(704,777)(779,953)
Right of use Asset as at 31 March 2022-230,8137,496,3217,72 7,1 3 4
18) Right of use assets, lease receivable and lease liabilities
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
5051
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
18) Right of use assets, lease receivable and lease liabilities (Continued)
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
18) Right of use assets, lease receivable and lease liabilities (Continued)
The cash impact of the occupied leases (rent), short term low value asset, and Motor vehicle lease payments in
2023 is $1,131,039 (2022: $910,399). This increase is mainly due to our new company owned Shake Out store in the
Commercial Bay precinct in Auckland CBD & rent increases on existing sites.
The net impact between interest and depreciation and the original expense (rent) to the Consolidated Statement of
Comprehensive Income with the introduction of IFRS16 is $167,701 (2022: $298,825).
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, as the base rent was not exceeded or was capped. This was Nil in 2023 (2022:
Nil).
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 (except for the Winner Winner Limited company owned store lease term, which was taken to the
first renewal date, due to the poor performance of this store).
The actual legal commitment as per the legal obligations of the lease is $6,339,290 (2022: $5,792,104). 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 55 of 69 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 $3,543,994 (2022: $3,676,886).
** Remeasurements of existing lease receivables are lease changes and non-occupied leases exited.
The group exited 4 non-occupied head leases in FY23.
Non-OccupiedVehicle LeasesOccupiedTotal
Limited Liability No Discount FY23
Less than one year2,225,888100,553799,3843,125,825
Between one and five years2,143,262121,871888,7993,153,932
More than five years4,643-54,89059,533
31 March 20234,373,793222,4241,743,0736,339,290
Non-OccupiedVehicle LeasesOccupiedTotal
Limited Liability No Discount FY22
Less than one year2,251,42480,684652,6432,984,751
Between one and five years1,682,342158,321885,3972,726,060
More than five years81,293--81,293
31 March 20224,015,059239,0051,538,0415,792,104
2023Non-OccupiedVehicle LeasesOccupiedTotal
Lease Liability
Opening balance(19,711,126)(239,005)(8,244,143)(28,194,274)
Remeasurements of existing lease liabilities1,168,949(76,198)289,6461,382,397
Interest(1,089,474)(13,009)(458,317)(1,560,800)
Rent payments2,449,477105,7881,025,2513,580,516
Rent Relief Covid 96,500--96,500
Lease Liability as at 31 March 2023(17,085,674)(222,424)(7,387,563)(24,695,661)
2022Non-OccupiedVehicle LeasesOccupiedTotal
Lease Liability
Opening balance(22,501,095)(226,551)(8,656,678)(31,384,324)
Remeasurements of existing lease liabilities1,308,344(83,829)(48,190)1,176,325
Interest(1,266,637)(12,491)(475,355)(1,754,483)
Rent payments2,606,49283,866881,3073,571,665
Rent Relief COVID 141,770-54,773196,543
Lease Liability as at 31 March 2022(19,711,126)(239,005)(8,244,143)(28,194,274)
2023Non-OccupiedVehicle LeasesOccupiedTotal
Lease Receivable
Opening Balance19,711,126--19,711,126
Remeasurements of existing lease receivables**(1,168,949)--(1,168,949)
Interest income1,089,474--1,089,474
Rent payments(2,449,477)--(2,449,477)
Rent Relief Covid (96,500)--(96,500)
Lease Receivable as at 31 March 202317,085,674--17,085,674
2022Non-OccupiedVehicle LeasesOccupiedTotal
Lease Receivable
Opening balance22,501,095--22,501,095
Remeasurements of existing lease receivables**(1,308,344)--(1,308,344)
Interest income1,266,637--1,266,637
Rent payments(2,606,492)--(2,606,492)
Rent Relief COVID (141,770)--(141,770)
Lease Receivable as at 31 March 202219,711,126--19,711,126
Non-OccupiedVehicle LeasesOccupiedTotal
Maturity analysis – undiscounted
Less than one year2,478,435109,5231,074,8423,662,800
Between one and five years9,217,705126,9664,186,62313,531,294
More than five years11,764,955-4,761,45816,526,413
Lease Liability as at 31 March 202323,461,095236,48910,022,92333,720,507
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
5253
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
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.
20) 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 Australian Dollar bank accounts and the trading of its Australian
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 dollar against the
Australian dollar. 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.
19) Foreign currency translation reserve
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
GROUP
10% Strengthening10% Weakening
2023202220232022
$000$000$000$000
Profit / (Loss) before tax548(6)(53)
Equity435(4)(35)
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 2023 would have been $82,020 higher (2022:
$67,984 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.
20) Financial instruments and risk management (Continued)
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023
55
BFG ANNUAL REPORT 2023
54
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
20) Financial instruments and risk management (Continued)
Interest rate risk profile
2023Weighted
average
effective
interest rate
%
Greater
than 1 year
Less than 1
year
Non -
interest
bearingTotal
$$$$
Financial Assets
Cash and cash equivalent1.14%-8,202,024-8,202,024
Advance to Franchisee5.70%23,46622,034-45,500
Trade and other receivables---2,007,4932,007,493
Lease Receivable - non occupied6.30%15,602,8441,482,830-17,085,674
15,626,3109,706,8882,007,49327,340,691
Financial Liabilities870,000
Trade payables---1,853,5461,853,546
Lease Liability – Occupied5.90%6,756,607630,956-7,387,563
Lease Liability – Vehicles4.95%121,871100,553-222,424
Lease Liability – Non-occupied6.30%15,602,8441,482,830-17,085,674
22,481,3222,214,3391,853,54626,549,207
2022Weighted
average
effective
interest rate
%
Greater
than 1 year
Less than 1
year
Non -
interest
bearingTotal
$$$$
Financial Assets
Cash and cash equivalent0.35%-6,798,362-6,798,362
Advance to Supplier3.00%4,830--4,830
Advance to Franchisee5.70%48,83520,665-69,500
Trade and other receivables---1,780,9721,780,972
Lease Receivable -non occupied6.30%18,172,7431,538,383-19,711,126
18,226,4088,357,4101,780,97228,364,790
Financial Liabilities870,000
Trade payables---1,249,4551,249,455
Lease Liability – Occupied5.90%8,244,144460,724-8,704,868
Lease Liability – Vehicles4.95%239,00571,375-310,380
Lease Liability – Non-occupied6.30%18,172,7431,538,383-19,711,126
26,655,8922,070,4821,249,45529,975,829
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
20) Financial instruments and risk management (Continued)
Credit risk
Credit risk is the risk that the counter party to a transaction with the Group will fail to discharge its obligations,
causing the Group to incur a financial loss. The Group has adopted a policy of only dealing with creditworthy
counterparties, as a means of mitigating the risk of financial loss from defaults. The credit ratings of its counterparties
are continuously monitored by management and the aggregate value of transactions concluded is spread amongst
approved counterparties.
Financial instruments that potentially subject the Group to concentrations of credit risk consist principally of cash,
trade debtors, loans and advances.
The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses,
represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral
obtained. The maximum credit risk exposures are:
Group
20232022
$$
Cash and bank balances8,202,0246,798,362
Loans, advances and receivables2,052,9931,855,272
Maximum exposures are net of any recognised provisions, and at balance date no loans or advances are considered to
be impaired (2022: $Nil). No trade receivables are impaired in FY23 with no further amounts past due (2022: 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.
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 (2022: 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 2023BFG ANNUAL REPORT 2023
5657
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
Capital Commitments
At 31 March 2023, the Group has no contractual commitments (2022: Nil).
Indemnity / Guarantees
BurgerFuel has deposits in place to cover certain commitments the banks have provided:
22) Contingencies
The Group has no contingencies at balance date (2022: Nil).
20232022
Total future minimum
payments
Total future minimum
payments
$$
NZX Bond20,00020,000
Lease guarantee bond94,92356,608
114,92376,608
21) Commitments
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
Transactions with Related Parties
During the year the following related party transactions took place:
GroupRelationship
Nature
of transaction
2023
$
2022
$
SIAM Ventures LimitedKMPConsultancy Expenses Paid770,399700,362
Peter BrookDirectorDirector Fees77,00070,000
Trumpeter Consulting
LimitedDirectorDirector Fees55,00050,000
Tyrone FoleyDirectorDirector Fees31,25010,417
Neo Corporate
Trustees Limited KMPHead Office Rental522,389519,893
Trumpeter Consulting
LimitedDirectorConsultancy Expenses Paid-5,478
Tyrone FoleyDirectorConsultancy Expenses Paid57,59433,406
The Burger Fuel Group Limited Chief Executive Officer is the sole director of SIAM Ventures Limited and Neo
Corporate Trustees Limited. The head office rental is the premises at 66 Surrey Crescent, Grey Lynn, Auckland and
the SIAM Ventures Limited consultancy fee relates to the remuneration of the CEO. The above remuneration excludes
reimbursements of costs incurred on behalf of the Group.
20232022
$$
Salaries and other short-term employee benefits1,857,4791,667,442
KiwiSaver Employer Contribution32,61229,012
1,890,0911,696,454
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.
23) Related party transactions
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
5859
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
25) Reconciliation of net surplus / (deficit) after taxation to net cash flows provided
from operating activities
24) 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.
20232022
$$
Surplus / (Deficit) attributable to the owners of the Group900,418575,869
Weighted average number of ordinary shares on issue50,336,86350,336,863
Basic earnings / (loss) per share (cents)1.791.14
Diluted earnings /(loss) per share (cents)1.791.14
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding
to assume conversion of all dilutive potential ordinary shares. There is no difference between the basic and diluted
number of shares on issue.
20232022
$$
Net surplus after tax900,418575,869
Add: Non-cash items
Amortisation165,676139,442
Depreciation648,444470,161
Depreciation on ROU asset828,911779,953
Deferred tax asset(41,677)39,245
Transfer from Foreign currency reserve on windup of subsidiary--
Loss on disposal of property, plant and equipment7,23219,392
Loss on disposal of intangibles10,683-
Unrealised exchange loss / (gain)(14,283)13,721
Impairment of Goodwill100,000-
Lease Liability component of rent relief-(26,604)
1,704,9861,435,310
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
20232022
Add: Items classified as investing or financing activities
Gain on sale of assets(9)(39,277)
Add: Working capital movements
(Increase) / decrease in trade and other receivables(201,794)144,176
(Increase) / decrease in inventories183,390(214,031)
(Decrease) / increase in taxation payable 151,414(408,931)
Increase/ (decrease) in accounts payable and accruals,
provisions and contract liability341,737(1,158,346)
474,747(1,637,132)
Net cash flows provided from operating activities3,080,142334,770
25) Reconciliation of net surplus / (deficit) after taxation to net cash flows provided
from operating activities (Continued)
26) Segment reporting
Operating Segments
The Group operates in two operating segments; these operating segments have been divided into the following
geographical regions, New Zealand and International markets. 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 2023BFG ANNUAL REPORT 2023
6061
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
2023
New ZealandInternationalConsolidated
$$$
Revenue
Sales9,802,833- 9,802,833
Royalties5,868,406-5,868,406
Franchising fees422,01024,991447,001
Training fees37,500-37,500
Property management fees59,000 - 59,000
Advertising fees4,308,488 - 4,308,488
Foreign exchange gain19,764(5,481)14,283
Sundry income2,053,328112,3202,165,648
Rent Relief on Non-Occupied Leases96,500-96,500
Interest received91,5937 91,600
Interest Leases1,089,474-1,089,474
Covid Government wage subsidy35,606-35,606
Total Revenue23,884,502131,83724,016,339
Interest Expense325-325
Interest Expense Leases Occupied471,326-471,326
Interest Expense Leases non occupied1,089,474-1,089,474
Depreciation648,444-648,444
Depreciation Leases828,911-828,911
Amortisation & impairment265,676- 265,676
Segment Result before Income Tax1,637,057(378,071)1,258,986
Income Tax Expense358,568- 358,568
Segment Assets39,660,424189,075 39,849,499
Segment Liabilities27,986,57523,94128,010,516
2022
New ZealandInternationalConsolidated
$$$
Revenue
Sales8,035,13442,140 8,077,274
Royalties4,933,04145,5804,978,621
Franchising fees236,599249,754486,353
Training fees---
Property management fees57,000 - 57,000
Advertising fees3,507,309 - 3,507,309
Foreign exchange gain(2,749)(10,972)(13,721)
Sundry income2,016,1723272,016,499
Rent Relief on Non-Occupied Leases141,770-141,770
Interest received23,55326 23,579
Interest Leases1,266,637-1,266,637
COVID-19 Government wage subsidy430,292-430,292
Total Revenue20,644,758326,85520,971,613
Interest Expense---
Interest Expense Leases Occupied487,846-487,846
Interest Expense Leases non occupied1,266,637-1,266,637
Depreciation463,4516,710470,161
Depreciation Leases779,953-779,953
Amortisation139,442 - 139,442
Segment Result before Income Tax634,351113,795748,146
Income Tax Expense172,277- 172,277
Segment Assets41,724,930227,905 41,952,835
Segment Liabilities30,960,79055,18831,015,978
Acquisition of Property, Plant & Equipment & Intangible Assets.
Other1,242,515-1,242,515
Acquisition of Property, Plant & Equipment & Intangible Assets.
Other384,948-384,948
26) Segment reporting (Continued)
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
26) Segment reporting (Continued)
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
6263
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
27) 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.
28) Subsequent Events
Since balance date BFG has closed its company owned restaurant Winner Winner Takapuna. This store never
performed as anticipated due to Covid and the site selection thus the board decided to close the store on the 8th
May 2023. This forms part of the NZ Operating Segment.
No other subsequent events.
20232022
$$
Assets16,076,27814,514,575
Current lease receivable non-occupied – IFRS161,456,5041,538,383
Right of use assets – Leases6,474,7217,496,321
Right of use assets – vehicles212,826230,813
Non-current lease receivable non-occupied – IFRS1615,629,17018,172,743
Total Assets39,849,49941,952,835
Liabilities(3,314,855)(2,821,704)
Lease Liabilities(7,387,563)(8,244,143)
Lease Liabilities – vehicles(222,424)(239,005)
Lease Liabilities – non-occupied(17,085,674)(19,711,126)
Total Liabilities(28,010,516)(31,015,978)
Net Assets11,838,98310,936,857
Less Intangible Assets and deferred tax asset(2,674,675)(2,482,306)
Net Tangible Assets9,164,3088,454,551
Total ordinary shares on issue50,336,86350,336,863
Net Tangible Assets per share
($ per Share)0.180.17
Statement of Directors and Officers Interests
Directors and Officers held the following equity securities in the Company:
Beneficially held
at 31/03/23
Non-beneficially
held at 31/03/23
Beneficially held
at 31/03/22
Non-beneficially
held at 31/03/22
Peter Brook336,596-336,596-
Josef Roberts33,376,335-33,376,335-
Alan Dunn324,656-324,656-
Tyrone Foley14,874-14,874-
Mark Piet (Officer)21,667-21,667-
There were no share transactions with the Directors and Officers during the year.
Remuneration of Directors
2023
12 Months
2022
12 Months
$$
Peter Brook77,00070,000
Josef Roberts770,399700,362
Alan Dunn55,00050,000
Tyrone Foley31,25010,417
Remuneration of Employees (Excluding Executive Directors)2023
12 Months
Number of Employees
2022
12 Months
Number of Employees
$100,000-$110,00022
$110,001-$120,00011
$120,001-$130,00032
$130,001-$140,00011
$140,001-$150,00041
$150,001-$160,000--
$160,001-$170,000-1
$170,001-$180,00011
$190,001-$200,0001-
$210,001-$220,000-1
$220,001-$230,0002-
$260,001-$270,000-1
$270,001-$280,0001-
SHAREHOLDER INFORMATION
FOR THE YEAR ENDED 31 MARCH 2023
/ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS/ SHAREHOLDER INFORMATION
BFG ANNUAL REPORT 2023BFG ANNUAL REPORT 2023
6465
Substantial Security Holders
The following information is given pursuant to section 293 of the Financial Markets Conduct Act 2013. As at 31 March
2023, 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 Limited33,376,33566.3%
E & P Foundation Trustee Limited2,572,1385.1%
The total number of voting securities of the Company on issue at 31 March 2023 was 50,336,863 fully paid ordinary
shares.
SHAREHOLDER INFORMATIONSHAREHOLDER INFORMATION
FOR THE YEAR ENDED 31 MARCH 2023FOR THE YEAR ENDED 31 MARCH 2023
Twenty Largest Security Holders as at 31 March 2023
ShareholderNumber of Shares%
MASON ROBERTS HOLDINGS LIMITED33,376,33566.3%
E & P FOUNDATION TRUSTEE LIMITED2,572,1385.1%
MASON TRUSTEE LIMITED & CHRISTOPHER SIMON MASON & CHRISTOPHER
RONALD JOHN MILLS 2,422,4524.8%
FORSYTH BARR CUSTODIANS LIMITED1,266,6602.5%
NEW ZEALAND DEPOSITORY NOMINEE LIMITED 1,011,4952.0%
CUSTODIAL SERVICES LIMITED519,1881.0%
ASB NOMINEES LIMITED475,0000.9%
JBWERE (NZ) NOMINEES LIMITED369,2960.7%
PETER CLYNTON BROOK336,5960.7%
TRUMPETER TRUSTEES (2007) LIMITED 324,6560.6%
PLATEAU GROUP LIMITED298,0700.6%
LAPHROAIG TRUSTEE COMPANY (NZ) LIMITED 283,9300.6%
ALASTAIR ROSS ARMSTRONG259,2500.5%
BRIAN KELLY LIMITED250,0000.5%
STERLING NOMINEES LIMITED150,2920.3%
JI ZOU140,6710.3%
JOSEPH DANIEL BOTHA122,0570.2%
BRAD WILLIAM MCFARLANE107,7550.2%
ROBERT WALLACE MONTGOMERY DOWLER & ROSEMARY ELIZABETH
DOWLER100,0000.2%
MATTHEW JAMES PRINGLE75,0000.2%
44,460,84188.2%
Domicile of Security Holdings
LocationHoldersUnitsUnits %
New Zealand2,20749,991,60094.2%
Australia88185,1553.8%
Austria12,0000.0%
Canada57,0580.2%
China12,0000.0%
France12,0000.0%
Hong Kong26,0000.1%
Hungary15500.0%
Ireland11,6000.0%
Norway11,0000.0%
Reunion11,0000.0%
Singapore13,5000.0%
South Africa11,0000.0%
Switzerland13000.0%
Taiwan11,0000.0%
U.S.A.1644,3330.7%
United Arab Emirates348,0170.1%
United Kingdom1238,7500.5%
Total 2,34450,336,863100.0%
Spread of Security Holders
Shareholding SizeNumber of HoldersTotal Shares Held%
1 - 49919757,1980.1%
500 - 999157102,2350.2%
1,000 - 1,9991,2541,378,2272.7%
2,000 - 4,9994591,156,0492.3%
5,000 - 9,999137784,9151.6%
10,000 - 49,9991152,106,9894.2%
50,000 - 99,9996365,4090.7%
100,000 - 499,999133,217,5736.4%
500,000 - 999,9991519,1881.0%
1,000,000 Over540,649,08080.8%
Total2,34450,336,863100.0%
/ SHAREHOLDER INFORMATION/ SHAREHOLDER INFORMATION
BFG ANNUAL REPORT 2023
67
BFG ANNUAL REPORT 2023
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.
The group has followed the recommendations in
the NZX Corporate Governance Code during the
relevant financial year, full details can be found on
our website https://www.burgerfuel.com/nz/investor-
relations#company-documents.
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, Chief Operating Officer and the
Chief Financial 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 2023,
there were four Directors 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 and
Chief Financial 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.
20232022
MaleFemaleMaleFemale
Directors4-4-
Executive /
Leadership Team5151
Total Head Office
Staff21171716
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 2023
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. Aggregate fees payable to the Board will
not exceed $180,000 per annum, excluding the Group
Chief Executive and Chief Financial Officer/Company
Secretary.
Peter Brook, the Chairman, receives an annual fee of
$77,000, Alan Dunn the independent, non-executive
Director receives an annual fee of $55,000 and Tyrone
Foley Non-Independent Director $35,000 PA. 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)63
Josef Roberts63
Alan Dunn42
Tyrone Foley63
Officer
Mark Piet (Chief Financial Officer / Company Secretary)63
CORPORATE GOVERNANCE
FOR THE YEAR ENDED 31 MARCH 2023
/ CORPORATE GOVERNANCE/ CORPORATE GOVERNANCE
69
BFG ANNUAL REPORT 2023
68
NZ Companies Office
Registered Office
Burger Fuel Group Limited
66 Surrey Crescent
Grey Lynn
Auckland 1021
Company Number
1947191
Date of Incorporation
14 June 2007
Directors
Peter Brook - Chairman (Independent)
Alan Dunn (Independent)
Josef Roberts (Executive)
Tyrone Foley (Non-Independent)
Board Executives
Mark Piet
(Chief Financial Officer / Company Secretary)
Business Headquarters
66 Surrey Crescent
Grey Lynn
Auckland 1021
Bankers
ASB Bank Limited
CBA Bank Limited (Australia)
Solicitors
Dentons Kensington Swan, 18 Viaduct Harbour Avenue,
Auckland 1011.
Buddle Findlay, HSBC Tower, 188 Quay Street, PO Box
1433, Auckland 1140.
Wynn Williams PO Box 2401, Shortland Street,
Auckland 1140.
Corporate Counsel Limited Solicitors, P.O Box 37-322,
Parnell, Auckland 1151 *
*Ceased providing services to the Group on 25 July 2022.
Accountant
KPMG
18 Viaduct Harbour Avenue,
Auckland 1140
Bridgepoint Group Accounting Pty Ltd
Suite 301, 8 West Street,North Sydney
NSW 2060
Australia
Auditor
Baker Tilly Staples Rodway
Level 9, Tower Centre
45 Queen Street
Auckland 1010
COMPANY DIRECTORY
FOR THE YEAR ENDED 31 MARCH 2023
SHAKE OUT
/ 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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