C O L L I N S F O O D S L I M I T E D | a N N U a l R e P o R t 2 0 1 2 COLLINS FOODS LIMITED ABN 13 151 420 781 aNNUal RePoRt 2012 COLLINS FOODS LIMITED ABN 13 151 420 781 Key dates: 2012/2013 2011/12 full year results released 2011/12 final dividend record date 2011/12 final dividend payment date annual General meeting end of 2012/13 half year 2012/13 half year results released* 2012/13 interim dividend record date* 2012/13 dividend payment date* end of 2012/13 full year *Dates to be confirmed. 29 June 2012 13 July 2012 27 July 2012 4 september 2012 14 october 2012 3 december 2012 12 december 2012 24 december 2012 28 april 2013 CoNteNts Chairman’s Message CEO’s Report Corporate Governance Statement Directors’ Report Auditor’s Independence Declaration Consolidated Balance Sheet Consolidated Income Statement 2 4 8 16 30 31 32 Consolidated Statement of Comprehensive Income 33 Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Directors’ Declaration Independent Auditor’s Report Shareholder Information Corporate Directory 34 35 36 92 93 95 IBC 1 ColliNs Foods limited ANNUAL REPORT 2012 ChaiRmaN’s messaGe Everyone at Collins Foods has had to adapt to the significant changes demanded of a listed company at the same time as dealing with some of the most difficult market conditions we have ever experienced. dear shareholders, the 2011/12 financial year marked the start of an exciting new chapter in the 44 year history of the Collins Foods limited group of companies, with the listing of the Company on the asX on 4 august 2011. the initial Public offering (iPo) was well supported, raising a total of $201.7 million that was used primarily to acquire the KFC and sizzler businesses previously owned and/or operated by Collins Foods holding Pty ltd. A Year Marked by Unprecedented Challenging Trading Conditions Unfortunately the past year was marked by extremely challenging trading conditions. By the second quarter of our financial year it became apparent that economic uncertainties at home and abroad and falling consumer confidence had dampened retail spending generally. The September school holiday period, which for the first time in corporate memory passed by with no sales spike at all, signalled the challenges ahead for Collins Foods, and led to a significant downgrade to our Prospectus forecasts. Our management team implemented strategies to minimise the impact of these unprecedented market conditions. These strategies were also aimed at ensuring the business would be in the strongest possible position to take advantage of improved market conditions when they returned. Financial Performance In Line with Market Guidance The financial performance of Collins Foods for the period ended 29 April 2012 (FY12) is set out in this report. The Group’s statutory Net Profit After Tax (NPAT) for FY12 was $11.4 million, compared to the prior year result of $1.4 million. The proforma* results, which more accurately depict the Group’s underlying performance, included: – Revenue of $406.5 million against a prior year of $410.8 million – Earnings Before Interest and Tax (EBIT) of $34.0 million, down 16.7% on the prior year – NPAT of $18.4 million, down 19.3% on the prior year The proforma NPAT result was in line with guidance provided to the market and was achieved in light of the very challenging market conditions as a result of the very hard work and dedication of all of our staff. Dividend Policy Implemented and Maiden Dividend Paid The continued strength of the Company’s balance sheet saw the Board activate the Company’s dividend policy and declare its maiden dividend with a fully franked final dividend of 6.5 cents per share. This dividend was equivalent to 53% of statutory FY12 NPAT and was in line with our policy to target a dividend payout ratio of at least 50% of statutory NPAT. 2 Strong Board The new Board of Directors was appointed in advance of the IPO. Collectively it provides significant listed-company experience and expertise appropriate for our business, spanning operational, legal, financial and marketing disciplines. After steering the Group through its transition to a listed entity and working with management to establish appropriate standards and processes, the Board’s focus shifted to shaping and refi ning strategies for Collins Foods’ future growth. The Collins Foods Board is committed to adhering to the highest standards of corporate governance. The Company’s corporate governance practices, which are discussed in greater detail on pages 8 to 14 of this Annual Report are closely aligned with the ASX Corporate 8 to 14 of this Annual Report are closely aligned with the ASX Corporate Governance Principles and Recommendations. I would like to thank all of the Board members for their counsel, strategic I would like to thank all of the Board members for their counsel, strategic input, commitment and support during our fi rst year as a listed entity. A Key Strength is our People At the heart of our business is our people. Collins Foods employs over 6,000 magnifi cent employees across all of our operations. On behalf of the Board I would like to thank our executive team led by CEO Kevin Perkins, and all of our employees for their commitment and dedication through what has been a very tough year. Everyone at Collins Foods has had to adapt to the signifi cant changes demanded of a listed company at the same time as dealing with some of the most diffi cult market conditions we have ever experienced. I commend every member of our team for the fantastic effort they have put in over the past 12 months to reposition Collins Foods for growth. Positive Outlook Collins Foods is now well positioned to improve its underlying business performance as market conditions improve. We are in the unique position of being Australia’s largest operator of KFC restaurants, with access to the systems of one of the world’s largest restaurant companies in Yum!. The Company’s CEO sits on the KFC International Brand Council ensuring issues and strategies relevant to our Australian operations are addressed. Product and operational initiatives are being accelerated for KFC to return the business to a positive growth trajectory and increase market share. Whilst still early into the new fi nancial year, we have seen an increase in sales, a positive sign. The Sizzler business is well positioned to capitalise on growth The Sizzler business is well positioned to capitalise on growth opportunities in the Asian market. I am confident that our CEO Kevin Perkins and his experienced I am confident that our CEO Kevin Perkins and his experienced management team, which will be bolstered in the coming year when management team, which will be bolstered in the coming year when a new CFO is recruited, have the skills, energy and ambition to capitalise a new CFO is recruited, have the skills, energy and ambition to capitalise on the many growth opportunities available to Collins Foods. on the many growth opportunities available to Collins Foods. Thank you, our shareholders, for your continued support of Collins Thank you, our shareholders, for your continued support of Collins Foods. I look forward to reporting to you on our successes and progress Foods. I look forward to reporting to you on our successes and progress in 2012/13. Yours sincerely Russell tate Chairman * * Pro forma measures, which are unaudited, differ from statutory presentation to Pro forma measures, which are unaudited, differ from statutory presentation to refl ect the full year impact of the operating and capital structure of the Group refl ect the full year impact of the operating and capital structure of the Group that was established upon the IPO and capital reconstruction together with the that was established upon the IPO and capital reconstruction together with the elimination of IPO costs and related adjustments which are not expected to recur in the future. 3 ColliNs Foods limited ANNUAL REPORT 2012 Ceo’s RePoRt A number of the productivity, brand and product initiatives we have been working on are well advanced, with a number of others about to be trialled. These initiatives will help position Collins Foods for a return to sustainable long-term growth. the 2011/12 year was a signifi cant year for the Collins Foods Group with its transformation from private ownership to public listing. Unfortunately the Company’s asX listing was overshadowed by a lower than expected profi t performance given the extremely challenging trading conditions, particularly during the second half of the fi nancial year. whilst decisive action was taken to counteract the diffi cult operating environment, the speed of the spending slowdown took us by surprise. i commend all our staff for their focus, commitment and dedication over the past 12 months that has enabled the Company to come through the period even stronger, with initiatives now being implemented to return Collins Foods to a position of growth. Financial Performance Group Performance Overview In addition to the fi nancial metrics outlined in the Chairman’s report, on a statutory basis, Collins Foods reported Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) of $49.7 million as compared to $48.8 million in the prior year. On a proforma* basis, the Group reported EBITDA of $51.1 million which was down 8.6% percent on the prior year, largely driven by reduced margins as costs increases were not able to be passed on to customers given the weaker trading environment. The result for this year included approximately $2.4 million in pre-tax savings that are not expected to recur in the future. Statutory operating cash fl ow increased 3.8% on the prior year to $35.6 million and the Group’s balance sheet remains strong with comfortable gearing levels and substantial headroom in the Company’s debt facilities. Collins Foods’ strong balance sheet has allowed the Board to initiate the Company’s dividend policy and pay a maiden fully franked fi nal dividend of 6.5 cents per share. 4 Key hiGhliGhts Public listing on ASX 20 KFC and 3 Sizzler restaurants refurbished 2 new KFC and 1 new Sizzler restaurant opened Strong balance sheet and operating cash flows Dividend policy initiated, with maiden dividend paid of 6.5 cents per share Operational Performance KFC KFC same store sales were down 1.8% for the 2011/12 year due to the weaker trading environment (2010/11: up 1.5%). The Quick Service Restaurant (QSR) category was at the coal face of the downturn in retail spending, that saw a year marked by aggressive discounting by competitors. In order to maintain market share, KFC undertook higher than anticipated levels of promotional discounting and was unable to fully pass on increased input costs through price increases, impacting both prices and margins. Stores in food court locations generally underperformed during the year, as did those in tourist dependent locations. In contrast, stores located in mining industry areas performed strongly. Twenty restaurants were refurbished during the year, representing 17% of the total portfolio. Given the weak trading environment, the return on investment from refurbishments has been less than those historically experienced. As a result, we consciously slowed the refurbishment program in order to reassess store capital strategies to ensure targeted returns can be achieved over the long term. One of the two new restaurants opened during the year was a service centre model that has returned well above expectations, providing exciting opportunities for this store model going forward. Sizzler Sizzler same store sales growth was down 4.0% for the 2011/12 year after posting positive growth of 1.0% in the prior year. Like KFC, margins were also impacted by trading conditions as planned price increases were postponed and discounted promotional offerings were utilised to drive customer numbers. The division refurbished three restaurants and opened one new restaurant during the year. Performance of these has been below expectations, and as a result we are focused on refining the Sizzler stores’ capital strategies and increasing capacity in remodelled restaurants. In Asia, franchised operations in Thailand continue to grow, whilst in Japan a number of restaurants have been refurbished during the year, delivering increased royalty flows. 5 ColliNs Foods limited ANNUAL REPORT 2012 Ceo’s RePoRt Key Growth Strategies KFC sizzler Refocused store Rollout and Refurbishment Programme – focused on new stores in growth locations (eg mining centres) and in service centre developments to deliver strong returns on investment Brand Building and Product Development Supported by New Marketing Campaigns – ongoing review of food court portfolio refurbishments on the basis of revised – store capital strategy incorporating sustainability considerations – re-emphasis of core, unique and superior KFC products – ongoing development of non-fried products and ‘in-between’ meal snacking options – breakfast offering being trialled by Yum! – raising quality of KFC experience and educating customers on “Better For You” initiatives – expansion of digital marketing – refurbishments on the basis of revised store capital strategy incorporating sustainability considerations and increasing seating capacity – further expansion in China and Thailand – – continual evolution and upgrade of quality products re-emphasis of core and unique Sizzler offering – expansion of digital marketing Operating Efficiencies – introduction of new and enhanced service methods including online ordering, kiosks and dual lane drive- thrus trials enhanced production planning tools – – menu simplification and electronic order boards – new service flow methodologies – testing of new and enhanced ordering systems – operations engineering review of instore processes to improve productivity 6 Key priorities for 2012/13 The introduction of the carbon tax, estimated to cost Collins Foods around $2.5 million pre-tax in 2012/13, is expected to have a significant impact on our business. We plan to work with our suppliers to ensure these costs are being minimised wherever possible, and all costs passed on to us are justified. In relation to new restaurants and refurbishments, sustainability considerations will be considered as part of the store capital strategy. Our people are the lifeforce of our business and they will be a key priority for the coming year. We will continue to focus on ensuring our remuneration strategies are aligned with performance and can effectively retain and motivate employees. We are currently undertaking a search process for a new CFO following the retirement of Simon Perkins. I would like to thank Simon for his substantial contribution to Collins Foods over many years. Pleasingly, Simon has agreed to remain connected with the Group via his new role to drive strategic growth opportunities for the business. KFC We will be testing revisions to the store capital strategy to ensure returns on refurbishments are meeting targets and looking for opportunities to open new restaurants. Brand building and quality campaigns have already been launched in the form of the KFC “Goodification” and canola oil campaigns. These will be supported by further campaigns emphasising core and quality products. Trials are planned for breakfast offerings, online ordering and electronic order boards, and kiosks are already in test in a number of locations. New production planning tools and service flows will be rolled out to drive productivity improvements in stores. Sizzler Refurbishments will be based on the revised restaurant capital strategy that will continue to be tested and optimised. In Asia, the focus in China will be on establishing the footprint model, in Japan on store refurbishments and in Thailand, opening new stores. Sizzler’s campaigns will focus on core and quality products, initially through its “Legendary Salad Bar” campaign. Productivity and efficiencies will be driven by new systems and tools, possibly utilising tablet technology. Outlook A number of the productivity, brand and product initiatives we have been working on are well advanced, with a number of others about to be trialled. These initiatives will help position Collins Foods for a return to sustainable long-term growth. Trading over the first two months of the current financial year is showing some positive signs. While still early, this level of trading provides us with confidence that the Group’s strategies are beginning to penetrate in the current market conditions. This has been a year of action and evolution, thanks to the hard work of our employees and suppliers. I would like to thank everyone for their support during this challenging year. We have worked hard to address the challenging conditions over the past 12 months and put in place the foundations for a return to growth. Yours sincerely Kevin Perkins Managing Director/CEO * Pro forma measures, which are unaudited, differ from statutory presentation to reflect the full year impact of the operating and capital structure of the Group that was established upon the IPO and capital reconstruction together with the elimination of IPO costs and related adjustments which are not expected to recur in the future. 7 ColliNs Foods limited ANNUAL REPORT 2012 CoRPoRate GoveRNaNCe statemeNt Collins Foods Limited (the Company) and its Board of Directors strongly support high standards of corporate governance, recognising that the adoption of good corporate governance protects and enhances Shareholder interests. The following statement provides an overview of the Company’s governance practices and reports against the ASX Corporate Governance Principles and Recommendations (ASX Principles). The Company’s corporate governance practices were in place since the Company’s listing on 4 August 2011 and comply with the ASX Principles unless otherwise stated. The Company’s corporate governance practices are reviewed regularly and will continue to be developed and refined to meet the needs of the Company and taking account of best practice. 1. Lay Solid Foundations for Management and Oversight The Role of the Board The Board’s primary role is the protection and enhancement of shareholder value in both the short and long term. Central to this role is the establishment of a clear framework delineating the responsibilities of the Board and management, to ensure the Company is properly managed. The Board has identified the key functions which it has reserved for itself, which are set out in the Board Charter, a copy of which is available on the Company’s website. The responsibilities of the Board include: Providing input to, and approval of, the Company’s strategic direction and budgets as developed by management; – – Directing, monitoring and assessing the Company’s performance against strategic and business plans, to determine if appropriate resources are available; – Approving and monitoring capital management and major capital expenditure, acquisitions and divestments; – Overseeing the establishment and implementation of risk management and internal control systems and reviewing the effectiveness of their implementation; – Approving and monitoring internal and external financial and non-financial reporting, including reporting to shareholders, the ASX and other stakeholders; – Appointment and removal of the Managing Director (or equivalent) and the Company Secretary; – Ratifying the appointment and removal of senior executives (which includes all executives who report directly to the Managing Director); – Approving criteria for assessing performance of senior executives and monitoring and evaluating their performance; and – Ensuring ethical behaviour and compliance with the Company’s own governing documents, including the Company’s Code of Conduct. The Board has established Committees to assist in carrying out its responsibilities and to review certain issues and functions in detail. The Board Committees are discussed at 2. below. Non-executive Directors are issued with formal letters of appointment governing their roles and responsibilities. Delegations to Management The Board has delegated responsibility for implementing the Company’s strategy as approved by the Board and for the day-to-day management and administration of the Company to the Chief Executive Officer (CEO) supported by the senior executive management team. Management must supply the Board with information in a form, timeframe and quality that will enable the Board to discharge its duties effectively. Management report to the Board at regular Board meetings, providing updates on initiatives and issues. Senior executives are issued with formal letters of appointment governing their roles and undergo a formal induction process. 8 Executive Performance Assessment The Board approves criteria for assessing performance of the CEO and other senior executives and monitoring and evaluating their performance. The Remuneration and Nomination Committee is responsible to the Board for ensuring the performance of the CEO and other senior executives are reviewed at least annually. The Committee reviews the performance of the CEO, while the CEO is responsible for reviewing the performance of his direct reports. Performance evaluations for the CEO and other senior executives are scheduled to take place by the end of July 2012, within 12 months of the Company’s listing on the ASX in accordance with the above process. 2. Structure of the Board to Add Value Board Composition The Company’s Board is comprised of Directors with diverse yet complementary skills and experience, enabling it to appropriately and effectively oversee all aspects of the Company’s operations and enhance performance. The Board is currently comprised of four Directors (the Company’s Constitution provides for a minimum of three and maximum of ten Directors), which the Board believes to be an appropriate size to discharge its duties as well as be conducive to effective discussion and efficient decision making. Three of the Company’s four Directors are non-executive Directors, including the Chairman, with one executive Director. This structure enables an appropriate balance to be struck between Directors with experience and knowledge of the business operations and Directors with an external perspective and a level of independence. The Board is structured to maintain a majority of independent Directors, to ensure independent judgement is brought to bear on all decisions. The Company’s three non-executive Directors, including the Chairman, are independent Directors. The Chairman is elected by the Board and is responsible for leading the Board, ensuring Directors are properly briefed in all matters relevant to their role and responsibilities, facilitating Board discussions and managing the Board’s relationship with the Company’s senior executives, including the CEO, a role which is exercised by a separate individual. The CEO is responsible for implementing Company strategies and policies. Details for each Director of the Company, including details of skills, experience and expertise are set out in the Directors’ Report. Director Independence and Conflicts of Interest A Director will be considered independent from the Company if he or she has no business or other relationship which could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement. The Board requires each Director to disclose any new information, matter or relationship which could, or reasonably be perceived to, impair the Director’s independence, as soon as these come to light. All material personal interests are verified at each Board meeting under a standing agenda item. Materiality is assessed on a case by case basis from the perspective of both the Company and the Director concerned. The Board periodically assesses the independence of each Director, utilising independence criteria aligned with the ASX Principles. All of the non-executive Directors of the Company throughout the financial year and as at the date of this report have been determined to be independent Directors. In accordance with the Corporations Act 2001 (Cth) and the Constitution of the Company, Directors are restricted in the involvement when the Board considers and votes on any matter in which a Director has a material personal interest. The Board also has procedures in place to ensure it operates independently of management. Non-executive Directors meet together periodically in the absence of executive Directors and other executives of the Company to discuss the operation of the Board and a range of other matters. 9 ColliNs Foods limited ANNUAL REPORT 2012 CoRPoRate GoveRNaNCe statemeNt Board Access to Information and Advice Directors and Board Committees have the right to seek independent professional advice at the Company’s expense to assist them to discharge their duties. Whilst the Chairman’s prior approval is required, it may not be unreasonably withheld. All Directors have access to the Company Secretary, who supports the effectiveness of the Board and is accountable to the Board on all governance matters. The appointment and removal of the Company Secretary is a matter for decision by the Board as a whole. Selection, Appointment and Re-election of Directors When it is assessed that a new Director should be appointed to the Board, as an outcome from size and composition review or succession planning, the Remuneration and Nomination Committee prepares a position brief identifying the skills required. These skills identified ensure a complementary mix of financial, legal, industry and listed entity knowledge and experience is maintained on the Board, having regard to the Company’s Diversity Policy. From this, a short list of candidates is prepared, from already identified individuals and/or independent search consultants. The Board appoints the most suitable candidate who must stand for re-election at the next annual general meeting. The Remuneration and Nomination Committee is also responsible for making recommendations whether or not Directors, whose term of office is expiring, should be proposed for re-election at the Company’s next annual general meeting. All Directors are expected to continue as Directors only for so long as they have the confidence of their fellow Board members and the confidence of the Company’s shareholders. In accordance with the Constitution of the Company, no Director, except the Managing Director shall hold office for a continuous period in excess of three years or past the third annual general meeting following the Director’s appointment, whichever is the longer, without submitting for re-election. Selected Directors are then offered for re-election at the next annual general meeting, with sufficient details to allow shareholders to make an informed decision on their election. Commitment The commitments of non-executive Directors are considered prior to a Director’s appointment to the Board and are reviewed each year as part of the annual performance assessment. Prior to appointment or being submitted for re-election, each non-executive Director is required to specifically acknowledge that they have and will continue to have the time available to discharge their responsibilities to the Company. Commitment is required in relation to preparation and attendance at scheduled Board meetings, strategy workshops and non-scheduled meetings called to address specific matters needing urgent attention. Induction and Education Each new Director appointed undergoes a formal induction which provides them with information to enable them to actively participate in Board decision making as soon as possible, including information on the Company’s operations and Board and management roles, responsibilities and interactions. Directors are provided access to continuing education to update and enhance their skills and knowledge. Review of Board Performance In accordance with the Board Charter, the Board undertakes an annual Board evaluation. A review of the Board’s performance is scheduled to take place by the end of July 2012, within 12 months of the Company’s listing on the ASX. The review involves consideration of the Board’s performance against the Board Charter, and sets forth the goals and objectives for the Board for the upcoming year. The Remuneration and Nomination Committee oversees the evaluation of the performance of the Board and each Director, including an assessment of whether each Director has devoted sufficient time to their duties. 10 Board Committees To assist in undertaking its duties, the Board has established the following Committees: – – the Audit and Risk Committee the Remuneration and Nomination Committee Charters specify the responsibilities, composition, membership requirements, reporting processes and the manner in which the Committee is to operate. These Charters are reviewed on an annual basis. All matters determined by Committees are submitted to the Board as recommendations for Board decisions. Details of Directors’ membership of each Committee and their attendance at meetings are set out in the Directors’ Report. 3. Promote Ethical and Responsible Decision Making Code of Conduct The Company’s commitment to maintaining ethical standards in its business activities is demonstrated in its values and Code of Conduct which embraces these values. The Code of Conduct, which applies to all Directors and employees of the Company, contains policy statements and describes the standards of behaviour expected by the Company. In summary, the Code requires that all Directors and employees perform their duties professionally, in compliance with laws and regulations and act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. Employees are actively encouraged to report any breaches of the Code or other policies and procedures in place and has a Whistleblower Policy in place in support of this. A copy of the Code of Conduct is available on the Company’s website. Diversity Policy The Company values and is proud of its strong and diverse workforce and is committed to supporting and further developing this diversity. Accordingly the Company has developed a Diversity Policy which outlines the Company’s diversity objectives in relation to gender, age, cultural background, and ethnicity. It includes requirements for the Board to establish measureable objectives for achieving diversity, and for the Board to assess annually both the objectives and the Company’s progress in achieving them. The Board has established the overarching objective of females representing at least 51% of the organisation’s workforce. The Board also endorses the objectives detailed by the organisation’s companies in their annual returns submitted with the Australian Government’s Equal Opportunity for Women in the Workplace Agency. These currently include measures in relation to female regional general manager levels, flexible working arrangements and maternity and return to work arrangements. Information on the actual number and proportion of women employed by the organisation is set out below. Number of women employees in the whole organisation Number of women in senior executive1 positions Number of women on the Board actual Number 3,466 4 1 % 53% 24% 25% 1 Senior executives include Key Management Personnel, other managers who report directly to the Managing Director/CEO and other managers who hold roles designated as senior executive roles. A copy of the Diversity Policy is available on the Company’s website. 11 ColliNs Foods limited ANNUAL REPORT 2012 CoRPoRate GoveRNaNCe statemeNt 4. Safeguard Integrity in Financial Reporting Audit and Risk Committee The Audit and Risk Committee has been established to assist the Board to focus on issues relevant to the integrity of the Company’s financial reporting. The Committee operates in accordance with a Charter which is available on the Company’s website. Its main responsibilities include: – overseeing the Company’s financial reporting processes including reviewing the Company’s financial statements to determine whether they are accurate and complete; – overseeing the implementation and operation of the Company’s Risk Management Policy; – evaluating the adequacy and effectiveness of internal control and compliance programs; – recommending the external auditor’s appointment/removal, reviewing the external auditor’s performance and scope; – providing advice in relation to the adequacy of the Company’s occupational, health and safety management and performance and auditing systems. Consistent with its Charter, the Audit and Risk Committee is currently comprised of three non-executive Directors, is chaired by an independent Chairperson who is not Chair of the Board and consists of all independent Directors (a majority only is required under the Charter). All members of the Committee are financially literate and have an appropriate understanding of the industry in which the Company operates and one member, Bronwyn Morris, has extensive experience and expertise in accountancy, a former partner of a major accounting firm. The Committee meets at least four times a year. The background details of the Audit and Risk Committee members and attendance at Committee meetings are set out in the Directors’ Report. External Auditors The Audit and Risk Committee reviews the effectiveness of the external auditors and makes assessments in relation to their continued independence at least annually. PwC was appointed external auditor in 2005. It is PwC’s policy to rotate audit engagement partners on listed companies at least every five years. An analysis of fees paid to the external auditors, including fees for non-audit services, is provided in the Directors’ Report and notes to the financial statements. It is the policy of PwC to provide an annual declaration of their independence to the Audit and Risk Committee. The external auditor will attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report. Declaration by Management The CEO and CFO provide formal assurance to the Board that the Company’s financial statements present a true and fair view of the Company’s financial condition and operational results. 12 5. Make Timely and Balanced Disclosure Continuous Disclosure and Shareholder Communications The Company has policies and procedures in place in relation to continuous disclosure and shareholder communications. These outline the Company’s commitment to providing all shareholders and investors with equal access to the Company’s information and disclosing all information that a reasonable person would expect to have a material effect on the share price to the ASX, in accordance with the continuous disclosure requirements of the Corporations Act 2001 and ASX Listing Rules. Copies of these policies are available on the Company’s website. The Company Secretary has primary responsibility for all communications with the ASX, overseeing and co-ordinating all information disclosure to the ASX, shareholders and other relevant parties. All information released to the ASX is posted on the Company’s website. All employees have a responsibility to report any material price sensitive information to the Company Secretary and the Company Secretary is responsible for ensuring the Board is then informed of this information. The Company also has assigned Authorised Spokespersons for the Company, to ensure all public communications are within the bounds of information that is already in the public domain, and/or is not material. 6. Respect the Rights of Shareholders The Company is committed to effective communication with its stakeholders and seeks to ensure that all stakeholders, market participants and the wider community are informed of its activities and performance. This commitment and supporting policies are set out in the Company’s Communication Policy which is available on the Company’s website. Information is communicated to shareholders through the Company’s website, annual report, ASX announcements and media releases, dividend mailouts, email broadcasts and other means where appropriate. The Company encourages attendance at, and participation in, general meetings. The Company also periodically conducts investor briefings to its institutional investors, brokers and analysts. 7. Recognise and Manage Risk Risk management is viewed by the Company as integral to its objective of creating and maintaining shareholder value and is the responsibility of all Directors and employees. The Board is responsible for satisfying itself annually, or more frequently as required, that management has developed and implemented a sound system of risk management and internal control. The Board has delegated to the Audit and Risk Committee responsibility for the detailed work involved in this oversight role. The Company undertakes its risk management activities utilising a Business Risk Management Framework, the methodology for which is consistent with the International Risk Management Standard ISO31000. Registers of key business risks, utilising web enabled software, are maintained and regularly reviewed by management. Those with assigned accountability for risks are required to sign off regularly that those risks have been managed effectively. Business risks are reviewed periodically, but at least annually by the Audit and Risk Committee. The overall results of this assessment are presented to the Board at its next meeting. The Board also considers risk management at every Board meeting and requests additional information as required. Compliance programmes operate to ensure the Company meets its regulatory obligations. Management reports to the Board as to the effectiveness of the Company’s management of its material business risks on an annual basis. The Board receives a written assurance from the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) that to the best of their knowledge and belief, the declaration provided by them in accordance with section 295A of the Corporations Act 2001 is founded on a sound system of risk management and internal control and that the system is operating effectively in relation to financial reporting risks. 13 ColliNs Foods limited ANNUAL REPORT 2012 CoRPoRate GoveRNaNCe statemeNt Risk Profile Risks to which the Company is subject to include: Supply chain disruption The general state of the Australian economy – – Brand and reputation calamity – – Cessation of relationship with Yum! (franchisor of KFC) – Adverse changes in government regulation – A dramatic change in consumer sentiment – – Operational risks Strategic risks including failure of growth drivers 8. Remunerate Fairly and Responsibly Remuneration and Nomination Committee The Remuneration and Nomination Committee has been established to assist the Board and operates in accordance with a Charter which is available on the Company’s website. Its main responsibilities, with respect to remuneration, include: – providing advice in relation to remuneration packages of senior executives, non-executive Directors and executive Directors, equity-based incentive plans and other employee benefit programs; reviewing the Company’s recruitment, retention and termination policies; and reviewing the Company’s superannuation arrangements. – – Consistent with its Charter, the Remuneration and Nomination Committee is currently comprised of two non-executive Directors and one executive Director, is chaired by an independent Chairperson and consists of a majority of independent Directors. The background details of the Remuneration and Nomination Committee members and attendance at Committee meetings are set out in the Directors’ Report. Information on Directors’ and executives’ remuneration, including principles used to determine remuneration, is set out in the Directors’ Report under the heading “Remuneration Report”. 14 FiNaNCial RePoRt 15 ColliNs Foods limited ANNUAL REPORT 2012 diReCtoRs’ RePoRt Your Directors present their report on the consolidated entity (referred to hereafter as the Group) consisting of Collins Foods Limited (the Company) and the entities it controlled at the end of, or during, the period ended 29 April, 2012. Directors The names of the Directors of the Company during or since the end of the financial period are as follows: Name Russell Keith Tate Kevin William Joseph Perkins Newman Gerard Manion Bronwyn Kay Morris date of appointment 10 June 2011 15 July 2011 10 June 2011 10 June 2011 Principal Activities During the period, the principal continuing activity of the Group was the operation, management and administration of restaurants. The Group operates in Australia and Asia, predominantly in Thailand, Japan and China. There were no significant changes in the nature of the Group’s activities during the period. Review of Operations The result for the financial period ended 29 April, 2012 was as follows: Profit before related income tax expense Income tax (expense) Net profit attributable to members 2012 $’000 7,179 4,250 11,429 2011 $’000 4,445 (2,999) 1,446 A detailed review of operations of the Group and details of its business strategies and outlook is set out in the reports of the Chairman and Managing Director in the Annual Report. Dividends No dividends were paid to members during the financial period. Since the end of the financial period, the Directors of the Company have declared the payment of a fully franked final dividend of 6.5 cents per ordinary share ($6.0 million) to be paid on 27 July, 2012 (refer to Note 25 of the financial statements). Significant Changes in the State of Affairs The Company was incorporated on 10 June, 2011 and was listed on the Australian Stock Exchange (ASX) on 4 August, 2011, raising a total of $201.7 million through the issue of 80.7 million shares. The successful capital raising triggered a number of structural changes to the Group. The KFC and Sizzler businesses previously owned and/or operated by Collins Foods Holding Pty Ltd were acquired from its shareholders, through the issue of 12.3 million new shares and $69.7 million in cash consideration ($60.4 million of this amount has been paid to date). The Sizzler business franchised by SingCo Trading Pte Ltd was acquired from its shareholders. Proceeds raised from the share issue were also used to pay down in part, amounts owing under syndicated finance debt facilities, finance leases and associated derivatives of Collins Foods Holding Pty Ltd and its subsidiary companies. The balance of amounts owing were repaid utilising funds raised as a result of the Group entering into new banking facility agreements as set out in Note 21 of the financial statements. The change in the Group structure of the Australian operations is considered a form of capital reconstruction and group reorganisation as opposed to a business combination, and therefore the consolidated financial statements have been prepared using the principles of a reverse acquisition, as a continuation of the financial statements of Collins Foods Holding Pty Ltd and showing comparative information in the Remuneration Report and the financial statements. The change in structure, with respect to Asian operations, is considered a business combination and therefore has been treated as such in the financial statements. 16 Matters Subsequent to the End of the Financial Period There has not arisen in the interval between the end of the financial period and the date of this report, any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of the Group, the results of those operations, or the state of affairs of the Group, in future financial periods. Likely Developments and Expected Results of Operations The Group will continue to pursue the increase of profitability of its major business segments during the next financial period. Further information on likely developments in the Group’s operations and the expected results of operations has not been included in this financial report because the Directors believe it would be likely to result in unreasonable prejudice to the Group. Environmental Regulations The Group is subject to environmental regulation in respect of the operation of its restaurant sites. To the best of the Directors’ knowledge, the Group complies with its obligations under environmental regulations and holds all licences required to undertake its business activities. Information on Directors director experience, Qualifications and directorships Russell tate Kevin Perkins Russell has over 30 years’ experience in senior executive and consulting roles in marketing and media. He was CEO of ASX listed STW Group Limited, Australia’s largest marketing communications group, from 1997 to 2006, Executive Chairman from 2006 to 2008 and Deputy Chairman (non-executive) from 2008 to 2011. He is currently Executive Chairman of Macquarie Radio Network, the owner of leading Sydney stations 2GB and 2CH. – B. Com (Econ.) Other Directorships – Current or Held within Last 3 Years – Macquarie Radio Network Limited (Chairman, since 2009) – STW Communications Group Limited (1994 to 2011) – Central Coast (Gosford) Stadium (Chairman, since 2002) – Waratahs Rugby Limited (2009 to 2011) Kevin is a highly experienced manager in the Quick Service Restaurant (QSR) and casual dining segments of the Australian restaurant industry. He has had more than 32 years’ experience with the Collins Foods Group, having overseen its growth both domestically and overseas over that time. Kevin is one of the franchisee presidents currently sitting on the KFC International Brand Council, an informal advisory group of Yum! franchisees. special Responsibilities Independent non- executive Chair Audit and Risk Committee Member Remuneration and Nomination Committee Member Managing Director Remuneration and Nomination Committee Member 17 ColliNs Foods limited ANNUAL REPORT 2012 diReCtoRs’ RePoRt director experience, Qualifications and directorships special Responsibilities Newman manion Newman has had over 30 years’ experience in the food franchise industry, including over 29 years since 1982 in various roles with Yum! (Franchisor of KFC). Previously Newman served as a board member for KFC Japan (from 2005 to 2008), General Manager of KFC operations in Australia and New Zealand (from 1995 to 2004), development director of PepsiCo restaurants (including KFC) in Australia (from 1990 to 1995) and general manager of KFC New Zealand (from 1988 to 1990). Independent non- executive Director Audit and Risk Committee Member Remuneration and Nomination Committee Chair Bronwyn morris Independent non- executive Director Audit and Risk Committee Chair Most recently Newman was Vice-President, Operations for Yum!’s Asian franchise business (from 2004 until 2010). Bronwyn is a Chartered Accountant with over 20 years’ experience in accounting, audit and corporate services. A former partner of KPMG, Bronwyn worked with that firm and its predecessor firms in Brisbane, London and the Gold Coast. For the last 16 years Bronwyn has been a full-time non-executive Director and has served on the boards of a broad range of companies, including Queensland Rail Limited, Stanwell Corporation Limited and Colorado Group Limited and is a former Councillor of Bond University. She currently serves as Chairman of, or a member of, the audit and risk committees with respect to a number of her board roles. – B Com, FCA, FAICD, – Councillor – Queensland division of the Australian Institute of Company Directors Other Directorships – Current or Held within Last 3 Years – Spotless Group Limited (since 2007) – QIC Limited (since 2006) – Care Australia (since 2007) – Royal Automobile Club of Queensland Limited (since 2008) – Gold Coast 2018 Commonwealth Games Bid Limited (since 2010) – Taylors Group Limited (2008–2009) 18 The relevant interest of each Director in the share capital issued by the Company, at the date of this report is as follows: Name Russell Tate Kevin Perkins Newman Manion Bronwyn Morris ordinary shares 20,001 7,340,833 20,001 5,001 Company Secretary Simon Perkins has held the role of Company Secretary since his appointment to the role on 15 July, 2011. Simon has extensive experience in management, accounting, finance, compliance and related fields. Simon joined the Collins Foods Group in 1994, and has been CFO since 1995 (CFO Global since 2005). Prior to the Collins Foods Group he worked for a number of accounting firms and corporations including Coopers & Lybrand, Daikyo Australia and ARCO Coal. David Nash was appointed joint Company Secretary of the Company on 11 October, 2011. David has over 20 years’ accounting, finance and management experience. David joined the Collins Foods Group in 1995, and has been CFO – Australia since 2005. Prior to the Collins Foods Group he worked in Australia and the United States for Coopers & Lybrand. Russell Tate also held the position of Company Secretary during the financial period from his appointment on 10 June, 2011 until his resignation from this position on 15 July, 2011. Meetings of Directors The number of meetings of the Company’s Board of Directors and of each Board Committee held during the period ended 29 April 2012, and the number of meetings attended by each Director were: Full meetings of directors audit and Risk Committee Remuneration and Nomination Committee Number of meetings1 meetings attended Number of meetings1 meetings attended Number of meetings1 meetings attended 17 15 17 17 17 14 17 17 3 * 3 3 3 * 3 3 2 2 2 * 2 2 2 * Russell Tate Kevin Perkins Newman Manion Bronwyn Morris 1 * Number of meetings represents the number of meetings held during the time the Director held office during the period. Not a member of the relevant Committee. 19 ColliNs Foods limited ANNUAL REPORT 2012 diReCtoRs’ RePoRt Remuneration Report This Remuneration Report outlines the remuneration arrangements in place for Directors and Key Management Personnel of the Group in accordance with the requirements of the Corporations Act 2001 and its regulations. The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Corporations Act 2001. Impact of Significant Changes During the Period As a result of the treatment of the change in Group structure of the Australian operations triggered by the listing of the Company, as a form of capital reconstruction and group reorganisation, the information supplied in this Remuneration Report includes information relating to Collins Foods Holding Pty Ltd (former parent) and the entities it controlled (former group) for the comparative period (where comparative information is required) and the period of the financial period from 2 May, 2011 to 3 August, 2011. This is in addition to the information provided in relation to the current Group companies. Key Management Personnel Disclosed in this Report Key Management Personnel (KMP) are those persons having authority and responsibility for planning, directing and controlling activities of an entity, including any Director of that entity. Prior to the capital reconstruction of the Group triggered by the listing of the Company, the KMP of the Group, other than its Directors, were determined by reference to their inclusion as members of the senior executive group. Since then, the executives who form part of the KMP have been determined to be those executives who report directly to the Managing Director and who are members of the executive committee. The KMP of the parent Company disclosed in this report are the non-executive and executive Directors listed at the beginning of this report. The KMP of the Group disclosed in this report are listed below: KmP of Collins Foods holding Pty ltd and the entities it controlled (former group) and Position held1 KmP of Collins Foods limited and the Group and Position held2 Non-executive Directors Robert Koczkar Shannon Wolfers Russell Tate Newman Manion Bronwyn Morris Executive Directors Kevin Perkins Simon Perkins Other Key Management Personnel Simon Perkins James Ryan Martin Clarke John Hands David Nash Adrian Argent Trevor McDonald Pamela Martin Phillip Coleman George Ryland Non-executive Director Non-executive Director Executive Director Executive Director CEO – Sizzler CEO – KFC CSO/CIO CFO – Australia Director of Operations – KFC Director of Operations – KFC Director of Marketing – KFC Director of Operations – Sizzler Director of Marketing – Sizzler Non-executive Director (since 10 June 2011) Non-executive Director (since 10 June 2011) Non-executive Director (since 10 June 2011) Executive Director (since 15 July 2011) CFO – Global CEO – Sizzler CEO – KFC CSO/CIO 1 2 Positions held during whole period from 3 May, 2010 to 3 August, 2011 unless otherwise stated. Positions held during period from 4 August, 2011 to 29 April, 2012 unless otherwise stated. 20 Role of the Remuneration and Nomination Committee The main responsibility of the Board Remuneration and Nomination Committee with respect to remuneration is to provide advice in relation to remuneration packages of senior executives, non-executive Directors and executive Directors, equity-based incentive plans and other employee benefit programs. More specifically, the Committee is responsible for making recommendations to the Board on: – – – – an appropriate remuneration policy for senior executives and executive Directors of the Group; remuneration packages of senior executives and executive Directors; the executive remuneration framework and operation of incentive plans and other employee benefit programs; and remuneration for non-executive Directors. The Remuneration and Nomination Committee operates in accordance with its Charter, a copy of which is available on the Company’s website. Remuneration Principles The performance of the Group is contingent upon the calibre of its Directors and executives. The Group’s remuneration framework is based upon the following key principles: – a policy that enables the Company to attract and retain valued Directors and executives who create value for shareholders; – motivating for senior executives and executive Directors to pursue long-term growth and success of the Group, aligned with shareholder’s interests; – demonstrating a clear relationship between performance and remuneration; – – regard to prevailing market conditions; reflective of short-term and long-term performance objectives appropriate to the Company’s circumstances and goals; – – transparency; and fairness and acceptability to shareholders. Non-executive Director Remuneration The remuneration for non-executive Directors is set, taking into consideration the following factors: the level of fees paid to Board members of other publicly listed Australian companies of similar size; the Group’s remuneration principles; – – – operational and regulatory complexity; and – the responsibilities and workload requirements of each Board member. Advice may be sought from independent remuneration consultants where appropriate. No advice has been sought during the financial period. Non-executive Directors’ remuneration comprises the following components: – Board and Committee Fees; and – Superannuation (compulsory contributions). Board fees are structured by having regard to the responsibilities of each position within the Board. Board Committee fees are structured to recognise the differing responsibilities and workload associated with each Committee and the additional responsibilities of each Committee Chairman. The Company’s Constitution allows for additional payments to be made to Directors where extra or special services are provided. No such payments were made during the period. Non-executive Directors do not receive any performance or incentive-based pay. However, to promote further alignment with shareholders, the non-executive Directors are encouraged to hold shares in the Company. All current Directors hold shares in the Company as outlined in tables displayed in this report. 21 ColliNs Foods limited ANNUAL REPORT 2012 diReCtoRs’ RePoRt Remuneration Report (continued) Non-executive Directors’ fees and payments are reviewed annually by the Board. Non-executive Directors’ fees are determined within an aggregate limit (including superannuation contributions). In accordance with the Company’s Constitution, an initial limit was set by the Board on 15 July, 2011 in the amount of $700,000. On that same date, the Board determined the initial fees payable to the non-executive Directors of the Company, appointed on 10 June, 2011. The following fees (excluding superannuation) were set at that time and still apply: Position Chairman, Member of Audit and Risk Committee, Member of Remuneration and Nomination Committee Non-executive Director, Member of Audit and Risk Committee, Chair of Remuneration and Nomination Committee Non-executive Director, Chair of Audit and Risk Committee Fees p.a.1 $180,000 $95,000 $105,000 1 Actual fees paid for the period are set out in the Remuneration tables below which represent these set fees for the period since listing and reflect the Chairman’s decision not to draw fees for the final quarter of the financial period. Executive Remuneration The remuneration for executives is structured, taking into consideration the following factors: – – – – the Group’s remuneration principles; the level and structure of remuneration paid to executives of other publicly listed Australian companies of similar size; the position and responsibilities of each executive; and appropriate benchmarks and targets to reward executives for Group and individual performance. Remuneration packages of executives may contain the following key remuneration framework components: – Base pay and benefits, including superannuation (fixed); – – Short-term incentives in the form of rewards, bonuses or special payments (variable); and Long-term incentives in the form of rewards, bonuses, special measures or share participation via employee share and option schemes (variable). Base Pay and Benefits Base pay is structured as a total employment cost package that may be delivered as a combination of cash and prescribed non-financial benefits at the executive’s discretion. Base pay for executives is reviewed annually to ensure that the executive’s pay is competitive with the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases included in any executive’s contract. Executives receive benefits including health insurance and car allowances. Short-term Incentives Executives have the ability to earn an annual short-term incentive if predefined targets are achieved. The level of the incentive is set with reference to the accountabilities of the executive’s role and their ability to impact Group performance. For the Managing Director/CEO the target percentage is 70% of base pay and the maximum is 154%. For other executive KMPs, the average target percentage is approximately 45% of base pay and the maximum is approximately 100%. For the period covered by this report, the primary key performance indicator common to all participants was earnings before interest, tax, depreciation and amortisation (EBITDA). The target EBITDA level was 110% of the Prospectus Pro forma Forecast EBITDA. Below this, percentages of the target incentive were payable on a sliding scale to a minimum level of 5% of the target incentive for achievement of 0.5% above the minimum EBITDA (the Prospectus Pro forma Forecast EBITDA). For achievement at or below this level, including achievement of the Prospectus Pro forma Forecast EBITDA, no incentive was payable. For achievement above the target EBITDA level, additional percentages of the target incentive were payable on a sliding scale to a maximum level of 220% of the target incentive for achievement of 18% above the minimum EBITDA. 22 In addition to the above short-term incentive plan, during the period, key individuals involved in the initial public offering (IPO) and capital reconstruction of the Group were able to earn special bonuses on the successful completion of the capital reconstruction and listing of the Company. The quantum of these bonuses were set with reference to the accountabilities of the executive’s role in the capital reconstruction process. As part of the Group capital reconstruction and listing, a former cash incentive scheme involving tracking stock was finalised. Participating employees, including KMP, became entitled to cash payments under the scheme in the form of a one off bonus payment. Incentive levels and performance targets are reviewed and determined annually by the Board on the advice of the Remuneration and Nomination Committee. Long-term Incentives Since the Company’s listing during the period, the Remuneration and Nomination Committee has reviewed long-term incentive plan options and intends to recommend the Board approve a plan in the next financial period. For the current period, the Board has considered other relevant mechanisms to retain and motivate KMP executives to create long- term shareholder wealth, including the KMP share and escrow arrangements in place (refer below). Executive Remuneration Mix A significant number of employees of the Group earn a mix of fixed and at risk remuneration, reflecting the Company’s belief in the importance of using incentives to drive short and long-term performance. For KMP executives, a higher proportion of their target pay is structured to be at risk. For the Group’s Managing Director and other KMP executives, between 22% and 58% of total remuneration was at risk during 2011/12 (2010/11: 23% to 45%). Alignment of Executive Remuneration with Performance/Shareholder Wealth Creation The Group’s annual financial performance and indicators of shareholder wealth for the current financial period are listed below. As the Company listed on 4 August, 2011 these performance measures have not been included for prior financial periods. However, the performance measures for the 2011/12 financial period are based on results for the full financial period where available, as the Group’s financial results have been prepared as a continuation of the Collins Foods Holding Pty Ltd consolidated group. Pro forma1 EBITDA Pro forma1 EBIT Pro forma1 NPAT Dividends per share EPS 2011/12 $51.1 million $34.0 million $18.4 million n/a 14.4cps2 Closing share price/change in share price Short-term incentive payments as % of target payments (excluding special IPO bonuses) $1.12 ($1.38 below retail price) 0% 1 2 Pro forma measures which are unaudited differ from statutory presentation to reflect the full year impact of the operating and capital structure of the Group that was established upon the IPO and capital reconstruction, together with the elimination of IPO costs and related adjustments which are not expected to recur in the future. For the calculation of the EPS and how the period prior to listing on 4 August, 2011 was calculated, refer to Note 37 of the financial statements. 23 ColliNs Foods limited ANNUAL REPORT 2012 diReCtoRs’ RePoRt Remuneration Report (continued) The Managing Director/CEO, and the Chairman decided not to draw a salary or Director fees for the final quarter of the financial period, in response to trading conditions. Promoting further alignment with shareholders, the KMP executives of the Company all elected to receive a portion of the consideration for their previous shareholding in Collins Foods Holding Pty Ltd in the form of shares in the Company. Details of these shareholdings and escrow arrangements (restricting their dealings in these shares) in place for these shares are outlined below. Name of escrowed party Kevin Perkins Kevin Perkins Simon Perkins Martin Clarke James Ryan John Hands Number of shares held in escrow Percentage of shares on issue in escrow end of escrow Period 3.5 million 3.5 million 0.2 million 0.1 million 0.2 million 0.2 million 3.8% 3.8% 0.2% 0.1% 0.2% 0.2% 3 days after the 2012 financial report release 3 days after the 2013 financial report release 3 days after the 2012 financial report release 3 days after the 2012 financial report release 3 days after the 2012 financial report release 3 days after the 2012 financial report release Details of Remuneration Details of remuneration received by the Directors and other KMP of the Parent Company for the current financial period are set out in the following table: 2012 short-term employee benefits Post- employment benefits long-term benefits Cash salary (i) and fees $ Cash bonus $ (ii) Non- monetary benefits $ (i) super- (i) annuation $ long service (i) leave $ Name Non-executive directors Russell Tate1 Newman Manion1 Bronwyn Morris1 executive directors Kevin Perkins2 total Company 96,923 67,596 78,750 243,269 382,877 626,146 – – – – – – – – – – 24,406 24,406 8,723 6,084 7,087 21,894 36,772 58,666 total $ 105,646 73,680 85,837 265,163 – – – – 9,232 9,232 453,287 718,450 1 2 (i) (ii) Appointed 10 June 2011. Remuneration was paid from 4 August, 2011. Appointed 15 July 2011. Includes remuneration from 4 August, 2011, the date from which Kevin Perkins’ remuneration was charged to the Company. Remuneration not linked to performance. Remuneration linked to performance. 24 Details of remuneration received by the Directors and other KMP of the Group (and former group) for the current and previous financial period are set out in the following table. This list includes the five highest company executives in the Group as required by the Corporations Act 2001. 2012 short-term employee benefits Post- employment benefits Cash salary (i) and fees $ Cash bonus $ (ii) Non- monetary benefits $ (i) super- (i) annuation $ long-term benefits long service (i) leave $ Name Non-executive directors Russell Tate1 Newman Manion1 Bronwyn Morris1 Robert Koczkar2 Shannon Wolfers2 executive directors Kevin Perkins Simon Perkins3 other executive KmP Simon Perkins3 James Ryan Martin Clarke John Hands David Nash4 Adrian Argent4 Trevor McDonald4 Pamela Martin4 Phillip Coleman4 George Ryland4 total Group 96,923 67,596 78,750 – – 243,269 591,304 113,102 277,959 226,855 215,285 244,471 58,562 38,269 33,984 42,570 45,872 50,171 – – – – – – – 167,000 – – 10,187 – 67,000 – – – – – 1,938,404 2,181,673 244,187 244,187 – – – – – – 32,903 1,902 5,462 7,376 18,103 5,737 1,641 4,743 2,314 6,437 1,905 1,731 90,254 90,254 8,723 6,084 7,087 – – 21,894 53,574 23,850 26,460 22,547 18,107 21,600 10,440 3,181 2,825 3,543 3,330 3,713 total $ 105,646 73,680 85,837 – – 265,163 – – – – – – 12,446 2,271 690,227 308,125 6,522 4,175 7,465 7,277 1,836 1,006 547 1,202 1,529 1,031 316,403 260,953 269,147 279,085 139,479 47,199 39,670 53,752 52,636 56,646 193,170 215,064 47,307 2,513,322 47,307 2,778,485 1 2 3 4 5 (i) (ii) Appointed 10 June, 2011. Remuneration was paid from 4 August, 2011. Resigned from former group on 3 August, 2011. Remuneration as an executive Director includes period to 3 August, 2011 for Simon Perkin’s position in respect of the former group. Remuneration as an other executive KMP of the Group includes period from 4 August, 2011. Includes period from 1 May, 2011 to 3 August, 2011 for the executive’s position as KMP in respect of the former group. The bonus payment to Martin Clarke relates to an entitlement paid and payable under an incentive scheme of the former group involving tracking stock, which was finalised through the Group’s capital reconstruction (for which 50% of entitlements vested). All other bonus payments were for completion of the IPO/Group capital reconstruction (for which 100% of entitlements vested). For the Group’s annual short-term incentive scheme, no bonus amounts vested with all entitlements forfeited as a result of performance criteria not being met. Remuneration not linked to performance. Remuneration linked to performance. 25 ColliNs Foods limited ANNUAL REPORT 2012 diReCtoRs’ RePoRt Remuneration Report (continued) 2011 short-term employee benefits Post- employment benefits Cash salary (i) and fees $ Cash bonus $ (ii) Non- monetary benefits $ (i) super- (i) annuation $ – – – 764,596 395,986 176,177 180,648 245,943 206,058 134,132 116,858 149,375 156,339 179,327 2,705,439 – – – – – – – – – – – – – – – – – – 36,396 7,179 6,837 17,479 9,824 5,916 19,139 17,218 27,456 6,836 6,411 – – – 66,304 33,129 13,346 15,293 20,171 16,581 12,072 10,517 13,444 11,980 14,175 long-term benefits long service (i) leave $ – – – total $ – – – 12,278 6,134 879,574 442,428 2,473 2,832 3,735 3,070 2,235 1,947 2,489 2,218 2,625 198,833 216,252 279,673 231,625 167,578 146,540 192,764 177,373 202,538 Name Non-executive directors Rob Koczkar Shannon Wolfers executive directors Kevin Perkins Simon Perkins other executive KmP James Ryan Martin Clarke John Hands David Nash Adrian Argent Trevor McDonald Pamela Martin Phillip Coleman George Ryland total Group 160,691 227,012 42,036 3,135,178 (i) (ii) Remuneration not linked to performance. Remuneration linked to performance. Service Agreements Key details of the service agreement of Kevin Perkins, Managing Director/CEO is as follows: – 3 year contract commencing 4 August, 2011; – may be terminated by either party after 30 months of the contract have expired with 6 months’ notice or payment in lieu of notice in the case of the Company; and – includes a restraint of trade period of 12 months. 26 Key details of service agreements of any other person who was a KMP executive of the Group during the period are set out below. No agreements provide for any termination payments, other than payment in lieu of notice. Name Simon Perkins James Ryan Martin Clarke John Hands David Nash1 Adrian Argent1 Trevor McDonald1 Pamela Martin1 Phillip Coleman1 George Ryland1 Position CFO – Global CEO – Sizzler CEO – KFC CSO/CIO CFO – Australia Director of Operations – KFC Director of Operations – KFC Director of Marketing – KFC Director of Operations – Sizzler Director of Marketing – Sizzler minimum Notice Period (months) termination by executive termination by Group 3 2 1 2 2 2 1 2 2 2 12 12 3 12 12 12 3 12 12 12 Contract duration Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing 1 2 KMP of former group. Ceased to be classified as KMP after 3 August, 2011. Provision is also made for the Group to be able to terminate these agreements on 3 months’ notice in certain circumstances of serious ill health or incapacity of the executive. 27 ColliNs Foods limited ANNUAL REPORT 2012 diReCtoRs’ RePoRt Indemnification and Insurance of Officers The Company’s Constitution provides that it must in the case of a person who is or has been a Director or Secretary of the Group, and may in the case of an officer of the Company, indemnify them against liabilities incurred whilst acting as such officers and the legal costs of that person to the extent permitted by law. The Company has entered into a Deed of Access, Indemnity and Insurance with each of the Company’s Directors and Company Secretaries. No Director or officer of the Company has received benefits under an indemnity from the Company during or since the end of the period. The Company has paid a premium for insurance for officers of the Group. The cover provided by the insurance contract is customary for this type of insurance policy. Details of the nature of the liabilities covered or the amount of the premium paid in respect of this insurance contract are not disclosed as such disclosure is prohibited under the insurance contract. Proceedings on behalf of the Company No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. Non-Audit Services During the period, the Company’s auditor (PwC) performed other services in addition to its audit responsibilities. Whilst their main role is to provide audit services to the Company, the Company does employ their specialist advice where appropriate. The Board of Directors has considered the position and, in accordance with advice received from the Audit and Risk Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: – All non-audit services have been reviewed by the Audit and Risk Committee to ensure they do not impact the impartiality and objectivity of the auditor; and – None of the services undermine the general principles relating to auditor independence, including not reviewing or auditing the auditor’s own work, not acting in a management or a decision making capacity for the Company, not acting as advocate for the Company or not jointly sharing economic risk or rewards. During the period the following fees were paid or payable for non-audit services provided by the auditor of the parent entity, its related practices and non-related audit firms: other assurance services PricewaterhouseCoopers Australian firm: Store sales certificates Agreed upon procedures for covenant calculations total remuneration for other assurance services taxation services PricewaterhouseCoopers Australian firm: Tax compliance services, including review of company tax returns Tax advice and consulting total remuneration for taxation services transaction services PricewaterhouseCoopers Australian firm: Transaction compliance services total remuneration for transaction services total remuneration for non-audit services 28 2012 $ 2011 $ 10,000 18,330 28,330 29,000 5,000 34,000 9,410 17,130 25,500 28,000 5,500 33,500 864,067 864,067 926,397 0 0 59,000 Auditor’s Independence Declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 30. Rounding of Amounts The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. Auditor PwC continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of Directors. Russell tate Director Brisbane 29 June, 2012 29 ColliNs Foods limited ANNUAL REPORT 2012 aUditoR’s Notes to the CoNsolidated iNdePeNdeNCe FiNaNCial statemeNts deClaRatioN 30 CoNsolidated BalaNCe sheet AS AT 29 APRIL, 2012 Current assets Cash and cash equivalents Receivables Inventories Current tax receivable Total current assets Non-current assets Property, plant and equipment Intangible assets, net Deferred tax assets, net Receivables Investment accounted for using the equity method Derivative financial instruments Total non-current assets total assets Current liabilities Trade and other payables Borrowings Derivative financial instruments Financial guarantees Provisions Total current liabilities Non-current liabilities Borrowings Derivative financial instruments Provisions Total non-current liabilities total liabilities Net assets equity Contributed equity Reserves Accumulated losses total equity The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes. Note 7 8 9 10 11 13 14 15 18 16 17 18 19 20 21 18 22 23 24 25 2012 $000 19,243 1,820 4,272 – 2011 $000 43,708 3,554 4,520 583 25,335 52,365 57,549 235,818 14,741 317 501 – 308,926 334,261 45,547 – 19 – 3,485 49,051 52,743 222,808 9,851 11,400 – 542 297,344 349,709 51,350 13,649 29 10,671 3,417 79,116 104,480 228,025 83 1,379 105,942 154,993 179,268 – 1,460 229,485 308,601 41,108 182,098 55,530 163 – (2,993) (14,422) 179,268 41,108 31 ColliNs Foods limited ANNUAL REPORT 2012 CoNsolidated iNCome statemeNt FOR ThE PERIOD ENDED 29 APRIL, 2012 Revenue Cost of sales Gross profit Selling, marketing and royalty expenses Occupancy expenses Restaurant related expenses Administration expenses Other expenses Other income Profit from continuing operations before finance income, finance costs and income tax (EBIT) Finance income Finance costs Share of net profit of associate accounted for using the equity method Profit from continuing operations before income tax Income tax benefit/(expense) Profit from continuing operations Net profit attributable to members of Collins Foods limited Basic earnings per share Diluted earnings per share Weighted average basic ordinary shares outstanding Weighted average diluted ordinary shares outstanding The above Consolidated Income Statement should be read in conjunction with the accompanying notes. Note 2012 $000 2011 $000 4 405,970 408,222 (192,587) (192,487) 213,383 215,735 (83,814) (31,378) (42,699) (32,381) (1,426) 11,070 32,755 (82,781) (29,246) (38,603) (25,070) (58,595) 52,807 34,247 790 4,042 (26,453) (33,844) – 4,445 (2,999) 1,446 1,446 87 7,179 4,250 11,429 11,429 14.4cps 14.4cps 79,365,556 79,365,556 5 4 5 5 15 6 37 37 37 37 32 CoNsolidated statemeNt oF ComPReheNsive iNCome FOR ThE PERIOD ENDED 29 APRIL, 2012 Net profit attributable to members of Collins Foods limited other comprehensive income/(expense): Exchange difference upon translation of foreign operations Cash flow hedges Income tax relating to components of other comprehensive income/(expense) Other comprehensive income for the period, net of tax total comprehensive income for the period total comprehensive income for the period is attributable to: owners of the parent Note 24 24 6 2012 $000 11,429 260 (139) 42 163 11,592 2011 $000 1,446 – 747 (224) 523 1,969 11,592 1,969 The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes. 33 ColliNs Foods limited ANNUAL REPORT 2012 CoNsolidated statemeNt oF ChaNGes iN eQUity FOR ThE PERIOD ENDED 29 APRIL, 2012 Contributed equity Reserves (accumulated losses)/ retained earnings total equity Note $000 $000 $000 $000 2011 Beginning of the financial period Profit for the period Other comprehensive income Total comprehensive income for the period Transactions with owners in their capacity as owners: Buy-back of ordinary shares, net of tax Contributions of shadow equity Dividends deemed as a result of share buy-back end of the financial period 2012 Beginning of the financial period Profit for the period Other comprehensive income Total comprehensive income for the period Transactions with owners in their capacity as owners: Shares issued during the period Less capital raising costs (net of tax) end of the financial period 23 23 23 53,620 – – – (4,701) 6,611 – 55,530 55,530 – – – 131,993 (5,425) 182,098 (523) – 523 523 – – – – – – 163 163 – – 163 (13,580) 1,446 – 1,446 (241) (137) (1,910) (14,422) (14,422) 11,429 – 11,429 39,517 1,446 523 1,969 (4,942) 6,474 (1,910) 41,108 41,108 11,429 163 11,592 – – 131,993 (5,425) (2,993) 179,268 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. 34 CoNsolidated statemeNt oF Cash Flows FOR ThE PERIOD ENDED 29 APRIL, 2012 Note 2012 $000 2011 $000 Cash flows from operating activities: Receipts from customers Payments to suppliers and employees GST paid Interest received – external parties Interest received – related parties Interest and other borrowing costs paid Income tax received/(paid) Net operating cash flows Cash flows from investing activities: Payment for acquisition of subsidiary, net of cash acquired Purchase of franchise rights Payments for plant and equipment Proceeds from sale of plant and equipment Net investing cash flows Cash flow from financing activities: Proceeds from borrowings – bank loan facilities Repayment of borrowings and other obligations Loans advanced – related parties Acquisition of debt facilities Refinance fees paid Buyback of ordinary shares Proceeds from issuance of shadow equity Share capital buy-back costs Shadow equity issuance costs Dividends paid Proceeds from share issue Repurchase of shares Costs associated with Initial Public Offer Net financing cash flows Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the reporting period Cash and cash equivalents at the end of the reporting period Non-cash financing and investing activities The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. 446,000 448,669 (373,717) (365,397) (21,109) (26,213) 354 86 (16,204) 215 35,625 943 1,735 (18,244) (7,175) 34,318 502 (88) – (278) (18,797) (15,540) – 22 (18,383) (15,796) 105,000 252,866 (262,530) (176,269) (139) – (696) – – – – – 201,740 (60,371) (24,711) (41,707) (24,465) 43,708 19,243 (602) (51,451) (12,096) (4,701) 6,611 (241) (137) (1,910) – – – 12,070 30,592 13,116 43,708 33 36 23 23 23 23 7 34 35 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 1. Statement of Significant Accounting Policies The principal accounting policies adopted by the Company and its subsidiaries (Group) in the preparation of the financial report are set out below. These policies have been consistently applied, unless otherwise stated. Basis of preparation These financial statements have been prepared as a general purpose financial report in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001. Collins Foods Limited is a for-profit entity for the purpose of preparing the Consolidated Financial Statements, was incorporated on 10 June, 2011 and undertook an initial public offering on 4 August, 2011. The proceeds of the initial public offering were used to acquire Collins Foods Holding Pty Limited and its controlled entities and SingCo Trading Pte Ltd and its controlled entities. The Group utilises a fifty-two, fifty-three week fiscal period ending on the Sunday nearest to 30 April. Fiscal period 2012 was a fifty-two week period ended on 29 April, 2012 (2011 was a fifty-two week period ended on 1 May, 2011). The financial statements have also been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit or loss. The financial report has been prepared on a going-concern basis which contemplates continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. Whilst the Group is in a net current liability position, the accounts continue to be prepared on a going concern basis on the grounds that future cash flow projections will be sufficient to meet operational needs and longer-term growth. In addition, the Group has access to sufficient unused credit facilities with its banking syndicate. Capital reconstruction Collins Foods Limited has determined that the acquisition of Collins Foods Holding Pty Limited (Former Parent Entity) by its wholly owned subsidiary does not represent a business combination as outlined in Australian Accounting Standard AASB3 (AASB3) for accounting purposes. The appropriate accounting treatment for recognising the new Group structure is on the basis that the transaction is a form of capital reconstruction and group reorganisation. Therefore, the financial information has been prepared using the principles of a reverse acquisition by Collins Foods Holding Pty Limited of Collins Foods Limited. As a result, the consolidated financial statements have been prepared as a continuation of the financial statements of the accounting acquirer, Collins Foods Holding Pty Limited. Accordingly, comparative information is provided for the Consolidated Balance Sheet as at 1 May, 2011 and for the Consolidated Income Statement and Consolidated Cash Flow Statement for the period ended 1 May, 2011. As a result: – – – The retained earnings of the Group represent the retained earnings of Collins Foods Holding Pty Limited from the date of its incorporation, plus the results of the combined entities from the date of acquisition. The Consolidated Balance Sheet comprises the existing consolidated net assets of Collins Foods Holding Pty Limited and its controlled entities measured at their historical cost plus the fair value of the net assets of the other combining entities. The comparatives for the Consolidated Income Statement and cash flow comprise the resulting consolidated statements of Collins Foods Holding Pty Limited and its controlled entities. 36 Compliance with IFRS The Consolidated Financial Statements of the Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Principles of consolidation The consolidated financial statements include the financial statements of the parent entity, Collins Foods Limited (the Company) and its subsidiaries (see note 26 on subsidiaries). All transactions and balances between companies in the Group are eliminated on consolidation. The term “Group” used throughout these financial statements means the parent entity and its subsidiaries. Subsidiaries are all those entities over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. Where an entity began to be controlled during the reporting period, the results are included only from the date control commenced. Where a subsidiary ceased to be controlled during the reporting period, the results are included only through to the date control ceased. Except as noted above in relation to the capital reconstruction, the acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. Consistent accounting policies are employed in the preparation and presentation of the consolidated financial statements. Associates Associates are all entities over which the Group has significant influence but not control or joint control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition other comprehensive income is recognised in other comprehensive income. The cumulative post- acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognised as reduction in the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue from the sale of goods is recognised when the Group has passed control of the goods to the customer, interest income is recognised on a time proportion basis using the effective interest method and traineeship income is recognised as revenue when the right to receive payment is established. Revenue arising from the sale of property, plant and equipment is recognised when the risks and rewards have been transferred, which is considered to occur on settlement. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker who is responsible for allocating resources and assessing the performance of the operating segments has been identified as the Managing Director/Chief Executive Officer. Income tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. 37 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 1. Statement of Significant Accounting Policies (continued) Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. Tax consolidation The Company and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation as of 23 June, 2011. The Former Parent Entity and its wholly-owned Australian controlled entities implemented the tax consolidation legislation as of 15 April, 2005. The Company, as the head entity in the tax consolidated group and its wholly-owned Australian controlled entities continue to account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand alone taxpayer in its own right. In addition to its own current and deferred tax amounts, the Company also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. Assets or liabilities arising under the tax funding agreement with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Details about the tax funding agreement are disclosed in note 6. Foreign currency translation Items included in the financial statements of each of the Group entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Australian dollars, which is the functional and presentation currency of the Company. Transactions in foreign currencies are converted at the exchange rates in effect at the dates of each transaction. Amounts payable to or by the Group in foreign currencies have been translated into Australian currency at the exchange rates ruling on balance date. Gains and losses arising from fluctuations in exchange rates on monetary assets and liabilities are included in the Consolidated Income Statement in the period in which the exchange rates change, except when deferred in equity as qualifying cash flow hedges. Employee entitlements Provision has been made in the accounts for benefits accruing to employees up to balance date, such as annual leave, long service leave and bonus. No provision is made for non-vesting sick leave as the anticipated pattern of future sick leave taken indicates that accumulated non-vesting leave will never be paid. Annual leave provisions are measured at their nominal amounts using the remuneration rates expected to apply at the time of settlement and are classified in provisions. Long service leave provisions are measured as the present value of expected future payments to be made in respect of services provided by employees up to reporting date using the projected unit credit method. Expected future payments are discounted using market yields at reporting date on national government bonds with terms to maturity that match estimated future cash outflows. All on-costs, including superannuation, payroll tax, workers’ compensation premiums and fringe benefits tax are included in the determination of provisions. Cost of sales For the purposes of the Consolidated Income Statement, cost of sales includes the carrying amount of inventories sold during the reporting period and an estimated allocation of labour incurred in relation to preparing those inventories for sale. Occupancy expenses Occupancy expenses include: fixed rentals, contingent rentals, land tax, outgoings and depreciation relating to buildings and leasehold improvements. 38 Restaurant related expenses Restaurant related expenses include: utilities, maintenance, labour and on-costs (except those allocated to cost of sales), cleaning costs, depreciation of plant and equipment (both owned and leased) located in restaurants and amortisation of KFC franchise rights. Cash and cash equivalents For the purposes of the Consolidated Statement of Cash Flows, cash includes cash on hand, at call deposits with banks or financial institutions, and other short-term, highly liquid investments in money market instruments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Derivatives Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either cash flow hedges or fair value hedges. The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair value or cash flows of hedged items. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the Consolidated Income Statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in the Consolidated Income Statement. Changes in fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the Consolidated Income Statement. Amounts accumulated in equity are recycled in the Consolidated Income Statement in the periods when the hedged item will affect profit or loss. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability. The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair value or cash flows of hedged items. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the Consolidated Income Statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in the Consolidated Income Statement. Changes in fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the Consolidated Income Statement. Amounts accumulated in equity are recycled in the Consolidated Income Statement in the periods when the hedged item will affect profit or loss. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability. When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the Consolidated Income Statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the Consolidated Income Statement. 39 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 1. Statement of Significant Accounting Policies (continued) Borrowings Bank loans are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the Consolidated Income Statement over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities, which are not incremental costs relating to the actual draw-down of the facility, are capitalised and amortised on a straight-line basis over the term of the facility. Borrowing costs Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed. Receivables Trade and related party receivables are recognised initially at fair value and subsequently measured at amortised cost, less any provision for doubtful debts. Trade receivables are generally due for settlement no more than 30 days from the date of recognition. Collectability of trade and related party receivables are reviewed on an ongoing basis. Debts which are known to be uncollectable are written off. A provision for doubtful debts is raised when there is objective evidence that the Group will not be able to collect all amounts due. The amount of the impairment loss is recognised in the Consolidated Income Statement within other expenses. When a receivable for which an impairment allowance has been recognised becomes uncollectable in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the Consolidated Income Statement. Inventories Inventories are valued at the lower of cost and net realisable value. Cost is assigned on a first-in first-out basis and includes expenditure incurred in acquiring the stock and bringing it to the existing condition and location. Business combinations Except as set out above in relation to the capital reconstruction in respect of the acquisition of the Former Parent Entity by CFG Finance Pty Limited, the acquisition method of accounting is used to account for all business combinations regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange. Where equity instruments are issued in an acquisition, the value of the instruments is their published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation methods provide a more reliable measure of fair value. On an acquisition- by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets. Transaction costs arising on the issue of equity instruments are recognised directly in equity. Transaction costs arising from business combinations are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the Consolidated Income Statement, but only after a reassessment of the identification and measurement of the net assets acquired. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss. 40 Impairment of assets Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are reviewed 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 carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). If, in a subsequent Period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the reversal of the previously recognised impairment loss is recognised in the Consolidated Income Statement. Property, plant and equipment All property, plant and equipment is recorded at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Property, plant and equipment, excluding freehold land is depreciated at rates based upon the expected useful economic life as follows: Buildings Leasehold improvements Plant & equipment Equipment under finance lease method Straight line Straight line Straight line Straight line life 20 years Primary term of lease 8 years 4–8 years Leasehold improvements are depreciated over the unexpired period of the primary lease or the estimated life of the improvement, whichever is the shorter. Finance leased assets are depreciated over the shorter of the asset’s estimated useful life and the lease term. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. The gain or loss on disposal of all non-current assets is determined as the difference between the carrying amount of the asset at the time of disposal and the proceeds on disposal, and is included in the Consolidated Income Statement of the Group in the period of disposal. Leases Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased property and the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other long-term payables. Finance lease payments are allocated between interest expense and reduction of lease liability over the term of the lease. The interest expense is determined by applying the interest rate implicit in the lease to the outstanding lease liability at the beginning of each lease payment period. Finance leased assets are depreciated on a straight-line basis over the shorter of the asset’s estimated useful life and the lease term. Where the risks and rewards of ownership are retained by the lessor, leased assets are classified as operating leases and are not capitalised. Rental payments are charged to the Consolidated Income Statement on a straight-line basis over the period of the lease. 41 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 1. Statement of Significant Accounting Policies (continued) Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortised. Instead, goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units for the purpose of impairment testing. Deferred franchise rights Costs associated with franchise licenses which provide a benefit for more than one financial period are deferred and amortised over the remaining term of the franchise license. Capitalised costs associated with renewal options for franchise licences are deferred and amortised over the renewal option period. The unamortised balance is reviewed each balance date and charged to the Consolidated Income Statement to the extent that future benefits are no longer probable. Other intangibles – Sizzler brand Sizzler brand intangibles which are owned and registered by the Group are considered to have a useful life of 20 years and are amortised accordingly. These intangibles will be tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Sizzler brand intangibles are carried at amortised cost less impairment losses. Investments and other financial assets The Group classifies its financial assets in the following categories: loans and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re-evaluates this designation at each reporting date. All investments and other financial assets with the exception of held-to-maturity investments and loans and receivables are measured at fair value. Held-to-maturity investments and loans and receivables are measured at amortised cost. At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Changes in fair value are either taken to the Consolidated Income Statement or an equity reserve. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting date, which are classified as non-current assets. Loans and receivables are included in current receivables (note 8) and non-current receivables (note 14) in the Consolidated Balance Sheet. Available-for-sale financial assets comprise principally non-marketable securities. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the end of the reporting period. Investments are designated as available-for-sale if they do not have determinable payments and management intends to hold them for the medium to long term. Accounts payable These amounts represent liabilities for goods and services provided prior to the end of the reporting period and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Provisions Provisions for legal claims and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses. As the Group is required to restore the leased premises of certain retail stores to their original condition upon exit, an annual review of leased sites is conducted to revise its estimate of the provision required. However, as leases are traditionally renewed, the Group only recognises a provision for those restaurants where make good costs will result in a probable outflow of funds. The provision recognised is the present value of the estimated expenditure required to remove any leasehold improvements and decommissioning costs. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. 42 Goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST) except: (i) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or (ii) for receivables and payables which are recognised inclusive of GST. The net amount of GST payable to the taxation authority is included as part of trade and other payables (see note 16). Cash flows are included in the Consolidated Statement of Cash Flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. Share-based payment transactions The Group currently has no share based compensation benefits. Share-based compensation benefits were provided by the Former Parent Entity to employees (including executive directors) via either the Tracking Stock Bonus Plan or Performance Shares. Information relating to these schemes is set out in notes 22 and 23 respectively. Performance Shares were an equity-settled share-based incentive to reward certain employees for their efforts in improving the Former Parent Entity’s performance and as such were considered to have been issued in exchange for services. Employees who subscribed for Performance Shares were required to pay an initial subscription price equal to the fair market value of the shares at issuance date. Therefore, the holders were not provided with any benefits at issuance as they were liable to the Former Parent Entity for the fair value of the shares at that date. Accordingly, no amount was recorded as an expense in relation to these shares as the services were provided. The Tracking Stock Bonus Plan was a cash-settled share-based incentive plan which rewarded eligible employees for their efforts in improving the Former Parent Entity’s performance and as such was considered to be in exchange for services. An employee benefit expense and a liability was recognised as the Former Parent Entity received the services for the fair value of the services. The fair value of the liability was remeasured at each reporting date with changes in the fair value recorded through profit and loss. Non-current assets (or disposal groups) held for sale and discontinued operations Non-current assets (or disposal groups) are classified as held for sale and stated at the lower of their carrying amount and fair value less costs to sell if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of sale of the non-current asset (or disposal group) is recognised at the date of de-recognition. Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised. Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from other assets in the Consolidated Balance Sheet. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the Consolidated Balance Sheet. A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately on the face of the Consolidated Income Statement. 43 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 1. Statement of Significant Accounting Policies (continued) Financial risk management The Group’s activities expose it to a variety of financial risks; market risk (including price risk), credit risk, liquidity risk and cash flow interest rate risk. The Group’s overall risk management approach focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses derivative financial instruments such as interest rate swaps to hedge certain risk exposures. The Board of Directors has delegated specific authorities to the central finance department in relation to financial risk management. The finance department identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board has provided written policies covering the management of interest rate risk and the use of derivative financial instruments. All significant decisions relating to financial risk management require specific approval by the Board of Directors. Financial guarantee contracts Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is initially measured at fair value and subsequently at the higher of the amount determined in accordance with AASB 137 Provisions, Contingent Liabilities and Contingent Assets, and the amount initially recognised less the cumulative amortisation, where appropriate. The fair value of financial guarantees are determined as the present value of the difference in net cash flows between the contractual payments under the debt instrument, and the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligation. Where guarantees in relation to loans or other payables of subsidiaries or associates are provided for no compensation, the fair values are accounted for as a contribution and recognised as part of the cost of the investment. Contributed equity Debt and equity instruments are classified as either liabilities or equity in accordance with the substance of the contractual arrangement. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. Where any Group company purchases the Company’s equity instruments, for example as the result of a share buy- back or a share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the owners. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners. Dividends Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the Company, on or before the end of the financial period but not distributed at balance date. Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing: the profit attributable to owners of the Company – – by the weighted average number of ordinary shares outstanding during the financial period Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: – – the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. 44 Rounding of amounts The Company is of a kind referred to in Class Order 98/0100, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the financial report. Amounts in the financial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar. Standards issued but not yet effective Australian Accounting Standards that have recently been issued or amended but are not yet effective and have not been adopted for the annual reporting period ended 29 April 2012, are as follows: aasB amendment AASB 2009-11 AASB 2010-7 affected standards AASB 9 Financial Instruments, AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 and AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) AASB 2011-4 AASB 2011-4 Amendments AASB 13 and AASB 2011-8 to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13 AASB 2011-9 AASB 2011-9 Amendments to Australian Accounting Standards – Presentation of Items of Other Comprehensive Income AASB 10 Consolidated Financial Statements AASB 10 Nature of change and impact on accounting policy The Group is still to assess its full impact. application date of standard* application date for the Group* 01-January-2013 29-April-2013 No change to accounting policy required. Change to note disclosure required. 01-July-2013 28-April-2014 The Group is still to assess its full impact. 01-January-2013 29-April-2013 01-July-2012 29-April-2013 01-January-2013 29-April-2013 No change to accounting policy required. Change to presentation of Consolidated Statement of Comprehensive Income required. AASB 10 replaces all of the guidance on control and consolidation in AASB 127 Consolidated and Separate Financial Statements, and Interpretation 12 Consolidation – Special Purpose Entities. The core principle that a consolidated entity presents a parent and its subsidiaries as if they are a single economic entity remains unchanged, as do the mechanics of consolidation. While the Group does not expect the new standard to have a significant impact on its composition, it has yet to perform a detailed analysis of the new guidance in the context of its various investees that may or may not be controlled under the new rules. 45 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 1. Statement of Significant Accounting Policies (continued) aasB amendment AASB 11 affected standards AASB 11 Joint Arrangements AASB 119, AASB 2011- 10 & AASB 2011-11 IAS 32 IFRS 7 Revised AASB 119 Employee Benefits, AASB 2011-10 Amendments to Australian Accounting Standards arising from AASB 119 (September 2011) and AASB 2011-11 Amendments to AASB 119 (September 2011) arising from Reduced Disclosure Requirements Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) # Disclosures – Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7) # Nature of change and impact on accounting policy AASB 11 introduces a principles- based approach to accounting for joint arrangements. The focus is no longer on the legal structure of joint arrangements, but rather on how rights and obligations are shared by the parties to the joint arrangement. Based on the assessment of rights and obligations, a joint arrangement will be classified as either a joint operation or joint venture. Joint ventures are accounted for using the equity method, and the choice to proportionately consolidate will no longer be permitted. Parties to a joint operation will account their share of revenues, expenses, assets and liabilities in much the same way as under the previous standard. AASB 11 also provides guidance for parties that participate in joint arrangements but do not share joint control. The Group is yet to evaluate its joint arrangements in light of the new guidance. These amendments introduce various modifications including changes to the measurement of defined benefit plans, change in the timing for recognition of termination benefits and amend the definition of short- term and other long-term employee benefits. The Directors anticipate this standard will have no material impact on the Financial Statements, but the full impact has not yet been assessed. No change to accounting policy required. Therefore, no impact. application date of standard* application date for the Group* 01-January-2013 29-April-2013 01-January-2013 29-April-2013 01-July-2014 04-May-2015 No change to accounting policy required. Therefore, no impact. 01-July-2013 28-April-2014 * Application date is for annual reporting periods beginning on or after the date shown in the above table. 46 Note 2. Critical accounting estimates and judgements Significant accounting judgements, estimates and assumptions Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances. The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: (a) Impairment of goodwill The Group determines whether goodwill with indefinite useful lives are impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash-generating units to which the goodwill with indefinite useful lives relate. The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill with indefinite useful lives are discussed in note 11. (b) Review for impairment triggers of brand and property plant and equipment assets The Group reviews annually whether the triggers indicating a risk of impairment exist. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates (refer notes 10 and 11). (c) Income taxes The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations. Significant judgement is required in determining the worldwide provision for income taxes. There are certain transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is based upon management’s interpretation and application of the related tax law. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. In addition, the Group has recognised deferred tax assets relating to carried forward tax losses to the extent there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority against which the unused tax losses can be utilised. However, utilisation of the tax losses also depends on the ability of the Group to generate sufficient taxable income in the future. 47 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 3. Segment information (a) Description of segments Management has determined the operating segments based on the reports reviewed by the Managing Director/Chief Executive Officer that are used to make strategic decisions. Management has identified three reportable segments, KFC Restaurants, competing in the quick service restaurant market, Sizzler Restaurants, competing in the full service restaurant market and Shared Services which performs a number of administrative and management functions for the Group’s KFC and Sizzler Restaurants. (b) Segment information provided to the executive committee The following is an analysis of the revenue and results by reportable operating segment for the periods under review: 2012 Total segment revenue Adjusted EBITDA Depreciation, amortisation and impairment KFC franchise rights written off Reversal of provisions Finance costs – net(i) Income tax (benefit)/expense 2011 Total segment revenue Adjusted EBITDA Depreciation, amortisation and impairment Impairment of receivables Reversal of provisions Finance costs – net(i) Income tax (benefit)/expense (i) Refer note 5 for a detailed breakdown. KFC Restaurants $000 sizzler Restaurants $000 300,758 105,212 47,431 11,206 3,732 – – 10,391 3,706 – – 405 KFC Restaurants $000 sizzler Restaurants $000 303,267 104,955 50,979 9,787 – 1,350 – 11,096 3,099 – – – shared services $000 – (6,739) 2,042 – (10,671) 25,264 shared services $000 – (5,470) 1,688 57,135 51,093 29,802 all other segments $000 – 335 5 – – (6) all other segments $000 – 368 7 – – – total $000 405,970 51,418 16,959 3,732 (10,671) 25,663 (4,250) total $000 408,222 56,973 14,581 57,135 52,443 29,802 2,999 48 The following is an analysis of the Group’s assets and liabilities by reportable operating segment: The amounts provided to the Board with respect to total assets and liabilities are measured in a manner consistent with that of the financial statements. The values are allocated based on the operations of the segment. 2012 Assets Inter-segment eliminations Liabilities Inter-segment eliminations 2011 Assets Inter-segment eliminations Liabilities Inter-segment eliminations KFC Restaurants $000 sizzler Restaurants $000 389,949 (152,200) 237,749 3,647 – 3,647 69,522 (6,389) 63,133 3,060 (1,798) 1,262 KFC Restaurants $000 sizzler Restaurants $000 407,936 (174,928) 233,008 16,210 – 61,862 (13,438) 48,424 1,421 shared services $000 30,301 – 30,301 307,704 (157,570) 150,134 shared services $000 65,333 – 65,333 479,686 all other segments $000 3,857 (779) 3,078 (50) – (50) all other segments $000 3,213 (269) 2,944 (81) – (81) total $000 493,629 (159,368) 334,261 314,361 (159,368) 154,993 total $000 538,344 (188,635) 349,709 497,236 (188,635) 308,601 – (188,635) 16,210 1,421 291,051 (c) Other segment information (i) Segment revenue There are no sales between segments. The revenue from external parties reported to the Board is measured in a manner consistent with that in the Consolidated Income Statement. Revenue from external customers is derived from the sale of food in KFC and Sizzler restaurant outlets. (ii) Adjusted EBITDA The Board assesses the performance of the operating segments based on a measure of adjusted EBITDA. This measurement basis excludes the effects of the reorganisation and Initial Public Offering (IPO) income and expenditure from the operating segments such as restructuring costs, legal expenses and goodwill impairments when the impairment is the result of an isolated, non-recurring event. Furthermore, the measure excludes the effects of unrealised gains/(losses) on financial instruments. Interest income and expenditure are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of the Group. 49 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 3. Segment information (continued) A reconciliation of adjusted EBITDA to profit from continuing operations before income tax is provided as follows: Adjusted EBITDA Finance costs – net Impairment of related party receivable Release of related party financial liabilities – borrowings Release of related party financial liability – retirement plan Investment services fees Tracking stock Costs of the IPO expensed Depreciation Amortisation Impairment of property plant and equipment Impairment of KFC franchise rights KFC franchise rights written off Share of net profit of associate accounted for using the equity method Profit from continuing operations before income tax Note 4. Revenue and other income Revenue from continuing operations Sales revenue Sale of goods Other revenue Franchise revenue from external parties other income Net gain on disposal of property, plant and equipment Traineeship income Reversal of impairment of related party receivable(i) Gain on release of guarantee of related party financial liability – retirement plan(i) (refer note 19) Gain on release of guarantee of related party financial liability – borrowings(i) Total other income 2012 $000 51,418 (25,663) – – 10,671 (264) 235 (8,614) (14,288) (1,512) (976) (183) (3,732) 87 7,179 2011 $000 56,973 (29,802) (57,135) 51,093 1,350 (1,600) (290) (1,563) (12,946) (1,325) (241) (69) – – 4,445 404,177 404,177 408,222 408,222 1,793 1,793 – – 405,970 408,222 – 290 109 22 342 – 10,671 1,350 – 11,070 51,093 52,807 (i) These items of reorganisation and IPO income have arisen as part of the capital reconstruction of the Group and its related parties in the lead up to, and in association with, the initial public offering of Collins Foods Limited. 50 Note 5. Expenses Profit from continuing operations before income tax includes the following specific expenses: depreciation, amortisation and impairment: Depreciation: Buildings Leasehold improvements Plant and equipment Equipment under finance lease Amortisation of: Franchise rights Sizzler brand – Australia Sizzler brand – Asia Impairment of: Property plant and equipment KFC Franchise rights Total depreciation, amortisation and impairment Finance income and costs: Interest income: Interest from external parties Interest from related parties Interest expense: Finance lease interest Bank loan interest Interest on undesignated cash flow hedges Transfer from cash flow hedge reserve Amortisation of borrowing costs Borrowing costs written off on loan extinguishment(i) Net finance costs employee benefits expense: Wages and salaries Defined contribution superannuation expense Employee entitlements Total employee benefits expense operating lease rentals: Minimum lease payments Contingent rentals Total rent expense relating to operating leases Net (gain)/loss on disposal of property, plant and equipment KFC franchise rights written off(i) 2012 $000 2011 $000 73 7,412 6,612 191 92 7,062 5,086 706 14,288 12,946 473 563 476 762 563 – 1,512 1,325 976 183 1,159 16,959 241 69 310 14,581 (334) (456) (1,028) (3,014) 41 13,135 1,910 (26) 1,371 10,022 25,663 136 26,494 – 747 6,467 – 29,802 102,626 102,190 7,751 6,784 7,618 6,389 117,161 116,197 20,023 1,685 21,708 116 3,732 18,406 2,171 20,577 218 – (i) This item of reorganisation and IPO expense have arisen as part of the capital reconstruction of the Group and its related parties in the lead up to, and in association with, the initial public offering of Collins Foods Limited. 51 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 5. Expenses (continued) Inventory write-downs and other (gains)/losses Costs of the IPO expensed(i) other expenses: Other miscellaneous Impairment of promissory notes receivable(i) Impairment of related party receivable(i) 2012 $000 24 8,614 1,426 – – 1,426 2011 $000 78 1,563 1,460 3,906 53,229 58,595 (i) This item of reorganisation and IPO expense have arisen as part of the capital reconstruction of the Group and its related parties in the lead up to, and in association with, the initial public offering of Collins Foods Limited. Note 6. Income Tax income tax (benefit)/expense Current tax Deferred tax Under/(over) provided in prior periods Income tax (benefit)/expense is attributable to: Profit from continuing operations(ii) Aggregate income tax (benefit)/expense Deferred income tax expense/(revenue) included in income tax expense comprises: Increase in deferred tax assets (note 13) Decrease in deferred tax liabilities (note 13) Numerical reconciliation of income tax (benefit)/expense to prima facie tax payable: Profit from continuing operations before income tax (benefit)/expense Tax at the Australian tax rate of 30% Tax effect of amounts which are not deductible/(taxable) in calculating taxable income: Non-deductible entertainment Other non-deductible expenses R&D claim – net of non-deductible expenses Debts forgiven Withholding tax credits not brought to account Non-assessable income received Release of related party financial liabilities – retirement plan Release of related party financial liabilities – borrowings Impairment of promissory notes receivable Tax asset base adjustment(iii) Amounts over provided in prior periods Income tax (benefit)/expense 344 (4,530) (64) (4,250) (4,250) (4,250) (3,696) (834) (4,530) 7,179 2,153 46 923 (22) – 276 (192) (3,201) – – (17) (4,169) (64) (4,250) 4,848 (1,716) (133) 2,999 2,999 2,999 (1,224) (492) (1,716) 4,445 1,334 18 779 (59) 827 – – (405) (15,328) 15,969 3,135 – (136) 2,999 (ii) (iii) The current period tax benefit includes $6.6 million associated with the IPO and capital restructuring costs. As discussed below, the tax base of certain assets was adjusted as a result of the application of Tax Consolidation legislation. 52 tax expense (income) relating to items of other comprehensive income Cash flow hedges (note 13) tax losses Unused capital tax losses for which no deferred tax asset has been recognised Potential tax benefit at 30% All unused tax losses were incurred by Australian entities. amounts recognised directly in equity Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited or credited to equity: Current tax – credited directly to equity Net deferred tax – credited directly to equity 2012 $000 (42) (42) 2011 $000 224 224 61,276 18,383 80,640 24,192 465 1,860 2,325 – – – Tax Consolidation The Former Parent Entity and its wholly-owned Australian controlled entities implemented the tax consolidation legislation on 15 April, 2005. Additional controlled entities were added to the Tax Consolidated Group on 17 October, 2005 upon them becoming wholly-owned Australian controlled entities (Former Tax Consolidated Group). The accounting policy on implementation of the legislation is set out in note 1. The Company and its wholly-owned Australian controlled entities implemented the tax consolidation legislation on 23 June, 2011 (Tax Consolidated Group). Additional controlled entities, which had previously formed the Former Tax Consolidated Group, were added to the Tax Consolidated Group on 4 August, 2011 upon them becoming wholly- owned Australian controlled entities (Current Tax Consolidated Group). As a consequence, the Company was required to determine an allocable cost amount under Australian income tax law and the tax base of certain assets was adjusted appropriately. The accounting policy on implementation of the legislation is set out in note 1. On adoption of the tax consolidation legislation, the entities in the Current Tax Consolidated Group entered into a tax sharing agreement which, in the opinion of the Directors, limits the joint and several liability of the wholly-owned entities within the Current Tax Consolidated Group in the case of a default by the Company. On adoption of the tax consolidation legislation, the entities in the Former Tax Consolidated Group had entered into a tax sharing agreement which, in the opinion of the directors of the Former Parent Entity, limited the joint and several liability of the wholly-owned entities within the Former Tax Consolidated Group in the case of a default by the Former Parent Entity. The entities in the Current Tax Consolidated Group have also entered into a tax funding agreement (Current Tax Funding Agreement) under which the wholly-owned entities of that group fully compensate the Company for any current tax payable assumed and are compensated by the Company for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to the Company under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly- owned entities’ financial statements. The entities in the Former Tax Consolidated Group had also entered into a tax funding agreement (Former Tax Funding Agreement) under which the wholly-owned entities of that group fully compensated the Former Parent Entity for any current tax payable that had been assumed and were compensated by the Former Parent Entity for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that were transferred to the Former Parent Entity under the tax consolidation legislation. The funding amounts were determined by reference to the amounts recognised in the wholly-owned entities’ financial statements. 53 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 6. Income Tax (continued) The amounts receivable/payable under the Current Tax Funding Agreement are due upon receipt of the funding advice from the Company, which is issued as soon as practicable after the end of each reporting period. The amounts receivable/payable under the Former Tax Funding Agreement were due upon receipt of the funding advice from the Former Parent Entity, which was issued as soon as practicable after the end of each reporting period. The Company may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. The Former Parent Entity also could require payment of interim funding amounts to assist with its obligations to pay tax instalments. The funding amounts are recognised as current inter-company receivables or payables. Note 7. Current assets – Cash and cash equivalents Cash at bank and on hand Cash at bank and on hand has an average floating interest of 4.0% (2011: 4.6%) Note 8. Current assets – Receivables Trade receivables Interest receivable Prepayments Information concerning the effective interest rate and credit risk of both current and non-current receivables is set out in the non-current receivables note (note 14) Note 9. Current assets – Inventories Raw materials and stores, at cost Provision for diminution in value Inventories recognised as an expense during the reporting period ended 29 April, 2012 amount to $134,048,000 (2011: $135,344,000) 2012 $000 2011 $000 19,243 43,708 1,168 27 625 1,820 1,169 87 2,298 3,554 4,287 (15) 4,272 4,531 (11) 4,520 54 Note 10. Non-current assets – Property, plant and equipment Freehold land Cost Opening balance Closing balance Buildings Cost Opening balance Additions Closing balance Accumulated depreciation Opening balance Depreciation Closing balance Net book value leasehold improvements Cost Opening balance Additions Transfers from construction in progress Disposals Closing balance Accumulated depreciation and impairment Opening balance Depreciation Impairment charge Disposals Closing balance Net book value Plant and equipment Cost Opening balance Additions Transfers from construction in progress Transfers from equipment under finance lease Disposals Closing balance 2012 $000 2011 $000 3,534 3,534 1,567 6 1,573 (530) (73) (603) 970 3,534 3,534 1,563 4 1,567 (438) (92) (530) 1,037 59,549 2,118 10,206 (520) 53,902 2,492 3,697 (542) 71,353 59,549 (36,169) (7,412) (567) 477 (43,671) 27,682 42,977 4,620 4,337 6,266 (1,905) 56,295 (29,566) (7,062) (29) 488 (36,169) 23,380 36,678 5,207 1,823 – (731) 42,977 55 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 10. Non-current assets – Property, plant and equipment (continued) Accumulated depreciation and impairment Opening balance Depreciation Impairment charge Transfers from equipment under finance lease Disposals Closing balance Net book value equipment under finance lease Cost Opening balance Additions Transfers to plant and equipment Disposals Closing balance Accumulated depreciation Opening balance Depreciations Transfers to plant and equipment Disposals Closing balance Net book value Construction in progress Cost Opening balance Additions Transfers to leasehold improvements and plant and equipment Disposals Closing balance Total property, plant and equipment, net 56 2012 $000 2011 $000 (22,474) (6,612) (409) (4,549) 1,841 (32,203) 24,092 6,266 – (6,266) – – (4,358) (191) 4,549 – – – 2,381 13,442 (14,543) (9) 1,271 57,549 (17,804) (5,086) (212) – 628 (22,474) 20,503 5,401 866 – (1) 6,266 (3,653) (706) – 1 (4,358) 1,908 1,012 6,971 (5,520) (82) 2,381 52,743 Note 11. Non-current assets – Intangible assets Goodwill Cost Opening balance Purchase of controlled entities Foreign currency translation Closing balance Net book value Franchise rights Cost Opening balance Additions KFC franchise rights written off(i) (refer note 5) Closing balance Accumulated amortisation and impairment Opening balance KFC franchise rights written off(i) (refer note 5) Amortisation Impairment charge Closing balance Net book value sizzler brand – australia Cost Opening balance Closing balance Accumulated amortisation Opening balance Amortisation Closing balance Net book value sizzler brand – asia Cost Opening balance Purchase of controlled entities (refer note 36) Foreign currency translation Closing balance Accumulated amortisation Opening balance Amortisation Closing balance Net book value Total intangible assets, net 2012 $000 2011 $000 210,675 210,675 873 17 211,565 211,565 – – 210,675 210,675 8,026 5,232 (8,026) 5,232 (4,123) 4,294 (473) (183) (485) 4,747 11,261 11,261 (3,031) (563) (3,594) 7,667 – 12,080 235 12,315 – (476) (476) 11,839 7,748 278 – 8,026 (3,292) – (762) (69) (4,123) 3,903 11,261 11,261 (2,468) (563) (3,031) 8,230 – – – – – – – – 235,818 222,808 (i) Effective upon completion of the IPO, a subsidiary of the Company entered into new KFC franchise arrangements with the franchisor, resulting in a requirement to write-off previously capitalised KFC franchise rights. 57 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 11. Non-current assets – Intangible assets (continued) (a) Impairment test for indefinite life intangibles Allocation of Goodwill segment Carrying Value KFC Restaurants sizzler Restaurants 2012 $000 2011 $000 2012 $000 183,529 183,529 28,036 2011 $000 27,146 Goodwill is tested for impairment at a cash-generating unit level. The recoverable amount of a cash-generating unit is determined based on value-in-use calculations. Management recognises that there are various reasons that the estimates used in the assumptions may vary. For all cash-generating units, there are no reasonable and likely changes in assumptions which would result in an impairment. (b) Key assumptions used for value-in-use calculations 2012 KFC Restaurants The cash flows by restaurant have been estimated after applying growth rates from the commencement of 2013 through to the end of the 2017 financial period, which average 0.4%. Management believes that these growth percentages are reasonable considering the growth that has been seen in this operating segment during the 2012 and prior financial periods, adjusted to reflect an estimated increase in energy, supply chain and transport costs arising from the introduction of the Clean Energy Legislation (Clean Energy Act 2011 and supporting legislation) from 1 July, 2012. A pre-tax discount rate of 13.8% has been applied to years one to five. An indefinite terminal cash flow calculation has been applied for cash flows beyond year five, using the year five cash flow as a base. The growth rate of 3.0% has been used in determining the terminal value, which does not exceed the long-term average growth rate for the business in which the restaurant operates. Sizzler Restaurants The cash flows by restaurant have been estimated after applying growth rates from the commencement of 2013 through to the end of the 2017 financial period, which average 1.3%. Management believe that these growth percentages are reasonable considering the growth that has been seen in this operating segment during the 2012 and prior financial periods, adjusted to reflect an estimated increase in energy, supply chain and transport costs arising from the introduction of the Clean Energy Legislation (Clean Energy Act 2011 and supporting legislation) from 1 July, 2012. A pre-tax discount rate of 15.0% has been applied to years one to five. An indefinite terminal cash flow calculation has been applied for cash flows beyond year five, using the year five cash flow as a base. The growth rate of 3.0% has been used in determining the terminal value, which does not exceed the long-term average growth rate for the business in which the restaurant operates. 2011 KFC Restaurants The cash flows by restaurant for years one to five have been estimated after applying a growth rate of 3.9%. This figure is based on the growth in forecast average same store sales from the commencement of 2012 through to the end of the 2016 financial period. Management believes that this growth percentage is reasonable considering the sales growth that has been seen in this operating segment during the 2011 and prior financial periods. A pre-tax discount rate of 13.1% has been applied to years one to five. An indefinite terminal cash flow calculation has been applied for cash flows beyond year five, using the year five cash flow as a base. The growth rate of 3.0% has been used in determining the terminal value, which does not exceed the long-term average growth rate for the business in which the restaurant operates. 58 Sizzler Restaurants The cash flows by restaurant for years one to five have been estimated after applying a growth rate of 3.6%. This figure is based on the growth in forecast average same store sales from the commencement of 2012 through to the end of the 2016 financial period. Management believes that this growth percentage is reasonable considering the sales growth that has been seen in this operating segment during the 2011 and prior financial periods. A pre-tax discount rate of 14.8% has been applied to years one to five. An indefinite terminal cash flow calculation has been applied for cash flows beyond year five, using the year five cash flow as a base. The growth rate of 3.0% has been used in determining the terminal value, which does not exceed the long-term average growth rate for the business in which the restaurant operates. Note 12. Non-current assets – Available for sale financial assets Unlisted securities Preference shares (refer note 29(e)) Provision for impairment of preference shares Total available for sale financial assets, net Note 13. Non-current assets – Deferred tax assets, net deferred tax assets The balance comprises temporary differences attributable to: Amounts recognised in profit or loss: Depreciation Employee benefits Provisions Finance leases Receivables Capitalised costs Tax losses Amounts recognised in other comprehensive income: Cash flow hedges Deferred tax assets Movements: Opening balance Credited to the Consolidated Statement of Changes in Equity Credited to the Consolidated Income Statement (note 6) Credited/(charged) to other comprehensive income (note 6) Closing balance Deferred tax assets to be recovered within 12 months Deferred tax assets to be recovered after more than 12 months 2012 $000 2011 $000 – – – 52,052 (52,052) – 14,070 3,036 548 – 35 2,606 804 21,099 10,128 2,927 1,689 287 – – – 15,031 42 – 21,141 15,031 15,031 2,372 3,696 42 21,141 3,943 17,198 21,141 14,031 – 1,224 (224) 15,031 5,161 9,870 15,031 59 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 13. Non-current assets – Deferred tax assets, net (continued) deferred tax liabilities The balance comprises temporary differences attributable to: Amounts recognised in profit or loss: Inventories Franchise fees/Sizzler brand Prepayments Capitalised costs Other Deferred tax liabilities Movements: Opening balance Acquisition of subsidiaries (see note 36) Credited to the Consolidated Income Statement (note 6) Closing balance Deferred tax liabilities to be recovered within 12 months Deferred tax liabilities to be recovered after more than 12 months Deferred tax assets Deferred tax liabilities Deferred tax assets, net Note 14. Non-current assets – Receivables Loans to related parties(i) Provision for impairment of loans to related parties Security deposits 2012 $000 2011 $000 639 5,737 24 – – 587 3,639 24 717 213 6,400 5,180 5,180 2,054 (834) 6,400 1,138 5,262 6,400 21,141 (6,400) 14,741 286 – 286 31 317 5,672 – (492) 5,180 1,477 3,703 5,180 15,031 (5,180) 9,851 14,130 (2,758) 11,372 28 11,400 (i) The balance as at 1 May, 2011 related to a receivable from SingCo Trading Pte Ltd. This company was acquired by a subsidiary of the Company (refer note 36) and eliminates on consolidation as at 29 April, 2012. Fair values The fair values of the non-current receivables of the Company equate to their carrying values as disclosed above. Where applicable, the interest rates charged are market variable rates (refer to table below on interest rate risk). 60 Interest rate risk The Group’s exposure to interest rate risk and the average interest rate by maturity period is set out in the following table: 2012 Trade and interest receivables Related party receivables Other receivables Notes 8 14 14 Fixed interest maturing in: average interest rate Floating interest rate $000 5 years or less $000 more than 5 years $000 Non- interest bearing $000 total $000 Floating Fixed – – – – – – – – – – – – 1,195 1,195 286 31 286 31 1,512 1,512 2011 Trade and interest receivables Related party receivables Other receivables Notes 8 14 14 Floating interest rate $000 – 9,765 – 9,765 Fixed interest maturing in: 5 years or less $000 more than 5 years $000 Non- interest bearing $000 – – – – – – – – 1,256 1,607 28 2,891 12,656 average interest rate total $000 1,256 Floating Fixed 11,372 16.5% 28 Credit Risk There is no concentration of credit risk with respect to external current and non-current receivables. The Group had related party loans in place at 1 May, 2011 which had been impaired during that year. Prior to the capital reconstruction, these loans were partially forgiven and then purchased as part of the acquisition of SingCo Trading Pte Ltd (refer note 36). Note 15. Non-current assets – Investment accounted for using the equity method Interest in associate Acquisition of investment accounted for using the equity method Share of net profit of associate accounted for using the equity method Note 16. Current liabilities – Trade and other payables Trade payables and accruals – unsecured Other payables(i) Total payables (i) Includes $9.3 million of consideration payable for the purchase of the Former Parent Entity. 2012 $000 501 501 414 87 501 2011 $000 – – – – – 27,559 17,988 45,547 43,214 8,136 51,350 61 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 17. Current liabilities – Borrowings Bank loan – secured(i) Fees on bank loan – capitalised Bank loan – net Finance lease liabilities – secured (i) Refer note 21. 2012 $000 – – – – – 2011 $000 17,760 (4,943) 12,817 832 13,649 Details of the fair values of borrowings for the Group are set out in note 21 along with details of the security pledged and the Group’s exposure to interest rate changes. Sensitivity to interest rate risk is set out in note 35. Note 18. Derivative financial instruments Current assets Interest rate swap contracts – cash flow hedges Non-current assets Interest rate swap contracts – cash flow hedges Current liabilities Interest rate swap contracts – cash flow hedges Non-current liabilities Interest rate swap contracts – cash flow hedges – – 19 83 – 542 29 – Instruments used by the Group The Group is party to derivative financial instruments in the normal course of business in order to hedge exposure to fluctuations in interest rates in accordance with the Group’s financial risk management policies (refer note 1). Interest rate swap contracts – cash flow hedges: On 4 August, 2011 the existing loan facilities of the Group were repaid and the related interest rate swap contracts settled. As at that date a subsidiary of the Company, CFG Finance Pty Limited, entered into a $135 million Syndicated Facility Agreement (Syndicated Facility) and a $10 million Working Capital Facility Agreement (Working Capital Facility). The Syndicated Facility was drawn to $105 million on 4 August, 2011. On 10 November, 2011 the Group entered into an $80 million interest rate swap contract to hedge a designated portion of the interest rate exposure of this facility. Bank loans of the Group currently bear variable interest at BBSY which at balance date was 4.38% (2011: 4.97%) plus margins which vary with the gearing of the Group. At balance date, the weighted average margin was 1.9% (2011: 4.45%). It is the policy of the Group to protect a designated portion of the loans from exposure to increasing interest rates. Accordingly, the Group has entered into interest rate swap contracts under which it is obliged to receive interest at variable rates and to pay interest at fixed rates. Swaps currently in place cover approximately 76% (2011: 75%) of the loan principal outstanding and are timed to expire as each loan repayment falls due. The fixed interest rate is 3.71% (2011: rates range between 5.92% and 5.93%) and the variable rates are BBSY which at balance date was 4.38% (2011: 4.97%). 62 The notional principal amounts and periods of expiry of the interest rate swap contracts are as follows: Less than 1 year 1–2 years 2–3 years Notional Principal amount 2012 $000 – – 80,000 80,000 2011 $000 9,158 8,325 106,605 124,088 The contracts require settlement of net interest receivable or payable each 30 days. The settlement dates coincide with the dates on which interest is payable on the underlying debt. The contracts are settled on a net basis. The derivative financial instrument entered into on 10 November, 2011 was designated as a cash flow hedge at inception, as such the gain or loss from remeasuring the hedging instrument at fair value is recognised in other comprehensive income and deferred in equity in the hedging reserve, to the extent that the hedge was effective. The fair value amounts deferred in equity are subsequently reclassified into the profit and loss when the hedged interest expense is recognised. The derivative financial instruments settled on 4 August, 2011 were not designated as cash flow hedges at inception, as such, the gain or loss from remeasuring the hedging instruments at fair value was recognised within finance costs. At balance date these contracts were payables with a fair value of $0.1 million (2011: receivables totalling $0.5 million). Credit risk exposures At 29 April, 2012 the contracts gave rise to payables for unrealised losses on derivative instruments of $0.1 million (2011: $0.5 million receivables for unrealised gains) for the Group from interest rate swap contracts. Management have undertaken these contracts with the Australia and New Zealand Banking Group Limited which is an AA rated financial institution. Interest rate risk exposures Refer to note 21 and note 35 for the Group’s exposure to interest rate risk on interest rate swaps. Note 19. Current liabilities – Financial guarantees Financial guarantees Total financial guarantees 2012 $000 – – 2011 $000 10,671 10,671 In the prior period a subsidiary of the Company, Collins Restaurants Queensland Pty Ltd (CRQ) had raised a provision of $10.7 million in relation to a guarantee of the retirement plan commitments of Worldwide Restaurants Inc. (WRC), a former related party totalling $USD11.7 million. This provision was made in accordance with the Group’s accounting policies on the basis that it was more likely than not based on the financial position of WRC at the respective financial period end, that CRQ would be required to fulfil its contractual obligations in relation to this financial liability. The provision was an estimate of the amount CRQ would rationally pay to transfer the guarantee obligation to a third party. On 8 June, 2011 a subsidiary of the Company, Collins Foods Finance Pty limited (CFF), disposed of its interest in WRC’s holding company, Sizzler USA Holdings Inc. In conjunction with this transaction, CRQ was released as guarantor of the retirement plan commitments of WRC. 63 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 20. Current liabilities – Provisions Employee entitlements Note 21. Non-current liabilities – Borrowings Bank loan(i) Fees on bank loan – capitalised Bank loan – net Finance lease liabilities – secured Total non-current liabilities – Borrowings 2012 $000 3,485 2011 $000 3,417 105,000 232,963 (520) (6,279) 104,480 226,684 – 1,341 104,480 228,025 (i) As part of the capital reconstruction on 4 August, 2011, the secured financing structure in place at 1 May, 2011 was paid down and new unsecured funding drawn down. Assets pledged as security The new funding drawn down on 4 August, 2011 was unsecured. In the prior period the bank loans of the subsidiaries were secured by first mortgages over the Group’s freehold land and buildings and a floating charge over the other assets. Lease liabilities were effectively secured as the rights to leased assets reverted to the lessor in the event of default. Further information on finance lease commitments is set out in note 27. The carrying amounts of assets pledged as security for current and non-current borrowings are: Note 2012 $000 2011 $000 Current Floating charge Cash and cash equivalents Receivables Inventories Total current assets pledged as security Non-current First mortgage Freehold land and buildings Finance lease Plant and equipment Floating charge Receivables Plant and equipment Leasehold improvements Construction in progress Total non-current assets pledged as security Total assets pledged as security 64 7 8 9 – – – – – – – – – – – – – 43,708 3,554 4,520 51,782 4,571 1,908 11,400 20,503 23,380 2,381 57,664 64,143 115,925 available financing facilities Restricted access was available at balance date to the following lines of credit: Credit standby arrangements: Total facilities Working capital facility Revolving cash advance facility – Facility A Revolving cash advance facility – Facility B Capital expenditure facility Used at balance date Working capital facility Revolving cash advance facility – Facility A Revolving cash advance facility – Facility B Capital expenditure facility Unused at balance date Working capital facility Revolving cash advance facility – Facility A Revolving cash advance facility – Facility B Capital expenditure facility Bank loan facilities excluding credit standby arrangements: Total facilities less mandatory scheduled or prepaid repayments made Used at balance date Unused at balance date 2012 $000 2011 $000 10,000 5,000 25,000 – 40,000 13,000 – – 30,000 43,000 227 2,297 – – – 227 9,773 5,000 25,000 – 39,773 – – 11,000 13,297 10,703 – – 19,000 29,703 105,000 105,000 – 239,723 239,723 – On 4 August, 2011 the existing loan facilities of the Group were repaid. As at that date a subsidiary of the Company, CFG Finance Pty Limited, entered into a $135 million Syndicated Facility Agreement (Syndicated Facility) and a $10 million Working Capital Facility Agreement (Working Capital Facility). The Syndicated Facility was drawn to $105 million on 4 August, 2011 and these funds were utilised to partly repay the loan facilities of the Group that existed at that date. The balance of the repayment of the loan facilities that existed at that date was funded by the proceeds from shares issued by the Company on 4 August, 2011. Facilities drawn on 4 August, 2011 Facility A and Facility B The Syndicated Facility comprises Facility A and Facility B for $110.0 million and $25.0 million respectively. The Syndicated Facility provides for a three-year term expiring on 3 August, 2014. There are no scheduled repayments for Facility A or Facility B. Conditions exist regarding the voluntary repayment of debt. The balance as at the end of the financial period for Facility A was $105.0 million, while Facility B remained undrawn. The rate of interest under Facility A and Facility B was BBSY, which at balance date was 4.38% plus the applicable margin of between 1.5% and 2.2% depending upon the gearing ratio of the Company. At balance date, the margin applicable was 1.9%. There is a commitment fee calculated daily and payable on the undrawn commitment of between 0.75% and 1.1% (depending upon the gearing ratio of the Company). At balance date, this commitment fee rate was 0.95% and was payable quarterly in arrears. 65 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 21. Non-current liabilities – Borrowings (continued) Working Capital The Working Capital Facility was initially allocated to a $2.0 million revolving cash advance facility, a $6.7 million overdraft facility, a $1.0 million leasing facility and a $0.3 million letter of credit facility. Any undrawn amount under either option can be reallocated at any time by the borrowers to either of the other options. On 10 August, 2011 the allocation was amended to a $9.7 million overdraft facility and a $0.3 million letter of credit facility. Letters of credit of $0.2 million were drawn under the Working Capital Facility as at balance date. The remainder of the Working Capital Facility was undrawn at that date. There is a commitment fee calculated daily and payable on the undrawn commitment of between 0.75% and 1.10% (depending upon the gearing ratio of the Company). At balance date, this commitment fee rate was 0.95% and was payable quarterly in arrears. The rate of interest for cash advances under the revolving advance facility of the Working Capital Facility is BBSY plus the applicable margin. The interest rate applicable to the overdraft facility is the “Overdraft Base Rate”, a weekly average of the 30-day BBSY rate and at balance date was 4.3% plus the applicable margin. Fees on letters of credit issued under the Working Capital Facility are at a rate of 75% of the applicable margin. The applicable margin for the purposes of the cash advance, overdraft and letters of credit facility is between 1.5% and 2.2% (depending upon the gearing ratio of the Company). At balance date, the applicable margin was 1.90%. The rate of interest for the leasing facility is specific to each drawdown under the facility and is the base rate based upon the cost of funds to the lender at the time of the drawdown plus a margin of 1.5%. At balance date the leasing facility remains undrawn. The Syndicated Facility and Working Capital Facilities are subject to certain financial covenants and restrictions, such as net leverage ratios, interest coverage ratios and others which management believe are customary for these types of loans. The Company and its subsidiaries (other than subsidiaries outside of the Closed Group) were registered guarantors of all the obligations in respect of these loan facilities. Facilities repaid on 4 August, 2011 Facility A, Facility B and Mezzanine Facility The amended senior facility comprised Facility A and Facility B for $36.0 million and $135.0 million respectively. The amended senior facility provided for a three-year term expiring on 28 June, 2013. The amended Mezzanine Facility was for $70.0 million and had a three and a half year term expiring on 28 December, 2013. Scheduled repayments were set out for Facility A over the term of the loan. Conditions existed regarding the voluntary and mandatory repayment of debt. These facilities were fully repaid on 4 August, 2011, however the balances as at the end of the prior financial period comprised Facility A $30.5 million, Facility B $135.0 million and the Mezzanine Facility $74.2 million (inclusive of “PIK” interest). The rate of interest under Facility A and Facility B was BBSY, which as at 1 May, 2011 was 4.97% plus the applicable margin of between 3.25% and 4.25% for Facility A and between 3.50% and 4.50% for Facility B depending upon the gearing ratio of the Company. At 1 May, 2011, the margins applicable were 4.25% for Facility A and 4.50% for Facility B. Under the Mezzanine Facility, the rate of interest was 8.0% fixed rate cash pay interest due quarterly and 8.0% “PIK” interest which was capitalised quarterly. Facilities A and B of the amended senior facility and the entire amended mezzanine facility were fully drawn at 1 May, 2011. Capital expenditure facility The amended senior facilities also provided for a $30.0 million capital expenditure facility, Facility C, which could only be used for the purpose of permitted capital expenditures and could be utilised provided the drawing would not result in a breach of leverage ratio covenants. The rate of interest on Facility C was BBSY plus the applicable margin of between 3.50% and 4.50%, depending upon the gearing ratio of the Company. At 1 May, 2011 the margin applicable to Facility C was 4.50% and the balance was $11.0 million. There was a fee applicable to any undrawn portion of Facility C equal to 65% of the applicable margin. The fee was calculated daily and was payable quarterly in arrears. 66 Working Capital The Amended Working Capital Facility was only to be used for general working capital purposes and was allocated to a $5.0 million revolving cash advance facility, a $4.8 million overdraft facility, a $3.0 million leasing facility and a $0.2 million letter of credit facility. Any un-drawn amount under either option could be reallocated at any time by the borrowers to either of the other options. Lease obligations and letters of credit of $2.2 million and $0.1 million respectively were drawn under the Amended Working Capital Facility as at 1 May, 2011. The remainder of the Amended Working Capital Facility was undrawn at that date. There was a line fee calculated daily and payable on the leasing facility total commitment of between 1.75% and 2.75% (depending upon the gearing ratio of the Company). The remaining facilities of the Amended Working Capital Facility attracted a line fee calculated daily of between 2.1% and 2.8% (depending upon the gearing ratio of the Company). At 1 May, 2011, this line fee rate was 2.8% and was payable quarterly in arrears. The rate of interest for cash advances under the revolving facility of the Amended Working Capital Facility was BBSY plus the applicable margin. The interest rate applicable to the overdraft facility was the “Overdraft Base Rate”, a weekly average of the 30 day BBSY rate and at 1 May, 2011 was 4.79% plus the applicable margin. Fees on letters of credit issued under the Amended Working Capital Facility were at a rate of 75% of the applicable margin. The applicable margin for the purposes of the cash advance, overdraft and letters of credit facility was between 1.14% and 1.49% (depending upon the gearing ratio of the Company). At 1 May, 2011, the applicable margin was 1.49%. The rate of interest for the leasing facility was specific to each drawdown under the facility and was the base rate based upon the cost of funds to the lender at the time of the drawdown plus a margin of 1.5%. The amended senior, mezzanine and working capital facilities were subject to certain financial covenants and restrictions such as interest coverage ratios, profitability ratios and others which management believe are customary for these types of loans. The Former Parent Entity and its subsidiaries (other than dormant subsidiaries) were registered guarantors of all the obligations in respect of these loan facilities. Interest rate risk exposures The following table summarises interest rate risk for the Group, together with effective interest rates as at the end of the reporting period. Sensitivity to interest rate risk is set out in note 35. 2012 Trade and other payables Financial guarantees Floating interest rate $000 – – Notes 16 19 Borrowings 17, 21 105,000 Derivative financial instruments* 18 (80,000) 80,000 25,000 80,000 Fixed interest maturing in: 5 years or less $000 more than 5 years $000 Non- interest bearing $000 average interest rate total $000 Floating Fixed – – – – – – – – – – – 45,547 45,547 – – – 105,000 – – 45,547 150,547 4.4% 4.4% 3.7% average interest rate Floating Fixed total $000 51,350 10,671 250,723 8.2% 2,173 – 8.2% 6.4% 5.9% Non- interest bearing $000 51,350 10,671 – – – 62,021 314,917 – – – – – – Fixed interest maturing in: 5 years or less $000 more than 5 years $000 Floating interest rate $000 – – Notes 16 19 17, 21 250,723 27 18 – 2,173 (124,088) 124,088 126,635 126,261 67 ColliNs Foods limited ANNUAL REPORT 2012 2011 Trade and other payables Financial guarantees Borrowings Finance lease liabilities Derivative financial instruments* * Notional principal amounts. Notes to the CoNsolidated FiNaNCial statemeNts Note 21. Non-current liabilities – Borrowings (continued) Fair value The carrying amounts and fair values of borrowings at balance date are: Carrying amount $000 2012 Fair value $000 Carrying amount $000 2011 Fair value $000 Bank loan (net of establishment costs) 104,480 105,050 239,501 250,773 Finance lease liabilities – – 2,173 2,173 104,480 105,050 241,674 252,946 The fair value of lease liabilities equate to their carrying values as disclosed above. The fair value of the bank loan is inclusive of costs which would be incurred on settlement of the liability and is based upon market prices. Maturities of financial liabilities The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on their contractual maturities for: (a) all non-derivative financial liabilities; and (b) net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. For interest rate swaps, the cash flows have been estimated using forward interest rates applicable at the end of each reporting period. Contractual maturities of financial liabilities at 29 april 2012 Non-derivatives less than 1 year Between 1 and 2 years Between 2 and 5 years over 5 years total contractual cash flows Carrying amount (assets)/ liabilities $000 $000 $000 $000 $000 $000 Trade and other payables Borrowings (excluding finance leases) Total non-derivatives derivatives 45,547 6,057 51,604 – 6,057 6,057 – 112,667 112,667 Net settled (interest rate swaps) (21) (116) 29 – – – – 45,547 45,547 124,781 104,480 170,328 150,027 (108) (102) Contractual maturities of financial liabilities at 1 may 2011 Non-derivatives Trade and other payables Borrowings (excluding finance leases) Finance lease liabilities Total non-derivatives derivatives less than 1 year Between 1 and 2 years Between 2 and 5 years over 5 years total contractual cash flows Carrying amount (assets)/ liabilities $000 $000 $000 $000 $000 $000 51,350 46,271 1,120 98,741 – – 34,061 238,058 676 916 34,737 238,974 – – – – – 51,350 51,350 318,390 239,501 2,712 2,173 372,452 293,024 (571) (513) Net settled (interest rate swaps) 23 (513) (81) 68 Note 22. Non-current liabilities – Provisions Employee entitlements Tracking stock bonus plan 2012 $000 1,324 55 1,379 2011 $000 1,103 357 1,460 The non-current provision for employee entitlements is in respect of long service leave. It covers all conditional entitlement for which provision is made, but where employees have not yet completed the required period of service. Upon completion of the required period of service the group no longer has an unconditional right to defer settlement of these obligations and as such the obligation is then presented as a current liability. Under the main terms of the Tracking Stock Bonus Plan each eligible employee was granted an equal number of A Class Tracking Stock Units (ATS Units) and B Class Tracking Stock Units (BTS Units) which mimic the performance criteria for Performance Shares (see note 23 for details on performance shares). The B Class Performance Shares became eligible for conversion upon the sale of Collins Foods Holding Pty Limited (CFH) to CFG Finance Pty Limited, a subsidiary of the Company, which occurred on 4 August, 2011 (Transaction), thus a bonus payment was made to BTS unit holders. The internal rate of return hurdles that were a requirement of conversion eligibility of A Class Performance Shares were not attained in the Transaction, thus the A Class Performance Shares did not become eligible for conversion and therefore no bonus payment was made to ATS unit holders. An employee benefit expense and a liability were recognised as the company received the services for the fair value of the services. The fair value of the liability was remeasured at 1 May, 2011 with changes in the fair value recorded through profit and loss. The change between the fair value as at 1 May, 2011 and the amount paid to ATS and BTS unit holders following the Transaction was recorded through profit and loss. At 1 May, 2011, the independently determined fair value of the ATS and BTS units was determined using a simulation analysis that took into account the estimated share price for CFH’s active ordinary shares at that date; the estimated time at which the institutional shareholders of CFH would choose to exit their investment; the distribution of possible values for those shares at various potential exit points; the internal rate of return hurdles which applied to the Performance Shares, and valuation discounts for illiquidity and lack of control, given that eligible employees could not sell their Tracking Stock, forfeited them upon ceasing to be an employee and had no control over the timing of institutional shareholders exiting from their investment. The decrease in the value of the ATS and BTS units during the current period resulted in a credit being recognised in the Consolidated Income Statement for $235,000 (2011: charge recognised for $289,000). Note 23. Contributed equity Balance Shadow equity issuance Selective share buy-back Balance Shares issued during the period(i) Capital reconstruction(ii) 2 May, 2010 29 June, 2010 23 September, 2010 1 May, 2011 4 August, 2011 4 August, 2011 Less capital raising costs (net of tax) 4 August, 2011 Balance 29 April, 2012 Parent entity share Capital $000 53,620 – (4,701) 48,919 131,993 6,611 (5,425) total equity $000 53,620 6,611 (4,701) 55,530 131,993 – (5,425) 182,098 182,098 shadow equity $000 – 6,611 – 6,611 – (6,611) – – (i) (ii) Proceeds from share issue $201.7 million less repurchase of shares $69.7 million (including $60.4 million paid in cash consideration on 4 August, 2011 and $9.3 million payable at balance date (refer note 16)). Refer Note 1. 69 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 23. Contributed equity (continued) Share capital Ordinary shares – fully paid Active ordinary shares – fully paid Passive ordinary shares – fully paid Active preferred ordinary shares – fully paid Passive preferred ordinary shares – fully paid Deferred shares – fully paid A-class performance shares Called to $0.0185 B-class performance shares Called to $0.0640 Shadow equity units which represent: Active ordinary shares – fully paid Passive ordinary shares – fully paid Active preferred ordinary shares – fully paid Passive preferred ordinary shares – fully paid Parent entity 2012 shares 2011 shares 93,000,003 2 – 31,639,342 – 3,163,934,200 – 17,200,833 – 1,720,083,300 – – – 200,000 2,942,500 2,942,500 93,000,003 4,938,942,677 – – – – – 4,359,653 435,965,300 177,689 17,768,900 458,271,542 93,000,003 5,397,214,219 Equity of Current Parent Company Movements in ordinary share capital during the reporting period were as follows: details Ordinary shares, fully paid Balance Issue of equity – capital reconstruction (refer note 1) Balance date Number of shares 1 May, 2011 – 4 August, 2011 93,000,003 29 April, 2012 93,000,003 Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy is entitled to one vote. Upon a poll each share is entitled to one vote. Ordinary shares have no par value and the Company does not have a limited amount of authorised capital. 70 Equity of Former Parent Entity Movements in share capital were as follows: details Ordinary shares Balance Balance Capital reconstruction (refer note 1) Balance Active ordinary shares Balance Selective share buy-back Balance Conversion from passive ordinary shares Capital reconstruction (refer note 1) Balance Passive ordinary shares Balance Selective share buy-back Balance Conversion to active ordinary shares Capital reconstruction (refer note 1) Balance Active preferred ordinary shares Balance Selective share buy-back Balance Conversion from passive preferred ordinary shares Capital reconstruction (refer note 1) Balance Passive preferred ordinary shares Balance Selective share buy-back Balance Conversion to active preferred ordinary Shares Capital reconstruction (refer note 1) Balance date 2 May, 2010 1 May, 2011 4 August, 2011 29 April, 2012 Number of shares 2 2 (2) – 2 May, 2010 23 September, 2010 1 May, 2011 8 June, 2011 4 August, 2011 29 April, 2012 35,998,970 (4,359,628) 31,639,342 893 (31,640,235) – 2 May, 2010 3,599,897,000 23 September, 2010 (435,962,800) 1 May, 2011 8 June, 2011 3,163,934,200 (893) 4 August, 2011 (3,163,933,307) 29 April, 2012 – 2 May, 2010 23 September, 2010 1 May, 2011 8 June, 2011 4 August, 2011 29 April, 2012 17,378,515 (177,682) 17,200,833 29,692,271 (46,893,104) – 2 May, 2010 1,737,851,500 23 September, 2010 (17,768,200) 1 May, 2011 8 June, 2011 1,720,083,300 (29,692,271) 4 August, 2011 (1,690,391,029) 29 April, 2012 – 71 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 23. Contributed equity (continued) details A-class performance shares Balance Balance Capital reconstruction (refer note 1) Balance B-class performance shares Balance Balance Capital reconstruction (refer note 1) Balance Deferred shares Balance Balance Capital reconstruction (refer note 1) Balance Shadow equity units which represent active ordinary shares Balance Shadow equity issuance Balance Capital reconstruction (refer note 1) Balance Shadow equity units which represent passive ordinary shares Balance Shadow equity issuance Balance Capital reconstruction (refer note 1) Balance Shadow equity units which represent active preferred ordinary shares Balance Shadow equity issuance Balance Capital reconstruction (refer note 1) Balance Shadow equity units which represent passive preferred ordinary shares Balance Shadow equity issuance Balance Capital reconstruction (refer note 1) Balance 72 date 2 May, 2010 1 May, 2011 4 August, 2011 29 April, 2012 2 May, 2010 1 May, 2011 4 August, 2011 29 April, 2012 2 May, 2010 1 May, 2011 4 August, 2011 29 April, 2012 2 May, 2010 29 June, 2010 1 May, 2011 4 August, 2011 29 April, 2012 2 May, 2010 29 June, 2010 1 May, 2011 4 August, 2011 29 April, 2012 2 May, 2010 29 June, 2010 1 May, 2011 4 August, 2011 29 April, 2012 2 May, 2010 29 June, 2010 1 May, 2011 4 August, 2011 29 April, 2012 Number of shares 2,942,500 2,942,500 (2,942,500) – 2,942,500 2,942,500 (2,942,500) – 200,000 200,000 (200,000) – – 4,359,653 4,359,653 (4,359,653) – – 435,965,300 435,965,300 (435,965,300) – – 177,689 177,689 (177,689) – – 17,768,900 17,768,900 (17,768,900) – Active ordinary shares Active ordinary shares entitled the holder to participate, subject to the Umbrella Deed, in the dividends and proceeds on winding up of the Former Parent Entity in proportion to the number of shares held. On a show of hands every holder of active ordinary shares present at a meeting in person or by proxy was entitled to one vote. Upon a poll, the voting rights attaching to each share were determined by a formula which operated such that the holders of active ordinary shares and the holders of active preferred ordinary shares held by non-institutional investors were entitled (in aggregate) to the balance of voting rights not exercisable by institutional investors. Passive ordinary shares Passive ordinary shares did not entitle the holder to participate in the dividends and proceeds on winding up of the Former Parent Entity. Holders of passive ordinary shares were not entitled to vote at a meeting in person or by proxy. Upon a poll no voting rights attached to these shares. Active preferred ordinary shares Active preferred ordinary shares entitled the holder to participate, subject to the Umbrella Deed, in the dividends and proceeds on winding up of the Former Parent Entity in proportion to the number of shares held. On a show of hands every holder of active preferred ordinary shares present at a meeting in person or by proxy was entitled to one vote. Upon a poll the voting rights attached to each share were determined by a formula which, subject to the Umbrella Deed, operated such that the holders of active ordinary shares and the holders of active preferred ordinary shares held by non-institutional investors were entitled (in aggregate) to the balance of voting rights not exercisable by institutional investors. Subject to the Umbrella Deed, Institutional investors were always entitled to 52% of the total aggregate voting rights of the Former Parent Entity and its related corporation, Sizzler USA Holdings Inc. Subject to the terms of the Former Parent Entity constitution, Active Preferred Ordinary Shares were redeemable in certain situations with the occurrence of a Recapitalisation Event or in connection with an Exit Event. Passive preferred ordinary shares Passive preferred ordinary shares did not entitle the holder to participate in the dividends and proceeds on winding up of the Former Parent Entity. Holders of passive preferred ordinary shares were not entitled to vote at a meeting in person or by proxy. Upon a poll no voting rights attached to these shares. Deferred shares Deferred shares did not entitle the holder to participate in the dividends and proceeds on winding up of the Former Parent Entity. Holders of deferred shares were not entitled to vote at a meeting in person or by proxy. Upon a poll no voting rights attached to these shares. Umbrella Deed The Former Parent Entity and a related corporation, Sizzler USA Holdings Inc, in conjunction with the shareholders of the Former Parent Entity and the related corporation, had entered into the Umbrella Deed. This deed provided a mechanism whereby the value of each Active Ordinary and Active Preferred Ordinary Share was based on the combined value of the Former Parent Entity and the related corporation. The deed also provided a mechanism to restore the relative equity interests of each shareholder in the event of a sell down in the Former Parent Entity or the related corporation. This mechanism utilised either the conversion of Active Ordinary Shares to Passive Ordinary Shares, Active Preferred Ordinary Shares to Passive Preferred Ordinary Shares or Passive Ordinary Shares to Active Ordinary Shares, Passive Preferred Ordinary Shares to Active Preferred Ordinary Shares to restore equilibrium. A-Class performance shares A-Class performance shares did not entitle the holder to participate in the dividends and proceeds on winding up of the Former Parent Entity. Holders of A-class performance shares were not entitled to vote at a meeting in person or by proxy. Upon a poll no voting rights attached to these shares. Upon the attainment of certain internal rate of return hurdles, A-class performance shares were capable of conversion, when an exit event occurred, into active ordinary shares or active preferred ordinary shares. 73 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 23. Contributed equity (continued) B-Class performance shares B-Class performance shares did not entitle the holder to participate in the dividends and proceeds on winding up of the Former Parent Entity. Holders of B-class performance shares were not entitled to vote at a meeting in person or by proxy. Upon a poll no voting rights attach to these shares. Every period, 20% of the B-class performance shares became capable of conversion, when an exit event occurs, into active ordinary shares or active preferred ordinary shares. Upon the attainment of certain internal rate of return hurdles, this conversion was accelerated. As the holders of Performance Shares had paid the fair value of the shares at the date of issuance, the employees had been provided no net benefit and no amount was recorded as an expense in relation to these shares as these employees provided services. Shadow equity In conjunction with the refinancing of its bank loans on 29 June 2010, the Former Parent Entity entered into a shadow equity deed with three co-investor funds (who were also mezzanine debt providers under the refinanced bank loan facilities) in relation to its ordinary share classes. The extent of shadow equity units granted was measured by reference to the number of underlying ordinary shares it represented. One unit of shadow equity represented one share of the relevant share class. The co-investors are issued certificates (underpinned by shadow equity deeds and the shareholder agreements) stating the number of units of shadow equity that had been granted and the underlying ordinary share classes to which each unit related. The holders of shadow equity are entitled to dividends, returns of capital and other distributions equivalent to those of the ordinary share classes to which the shadow equity related. Such distributions become mandatory only in the event that such distributions were declared in respect of the underlying ordinary share classes. If the Former Parent Entity issued any ordinary classes of shares to the existing shareholders, the co-investors were offered the right to increase the number of units of shadow equity they held by paying the subscription price that they would have paid if they had held the relevant shares. In the event that the number of issued shares was changed by a reorganisation of the Former Parent Entity’s capital conducted as a consolidation of capital, a subdivision of capital or a pro-rated cancellation of capital (Reconstruction) (except the permitted share buy-backs which occurred on 23 September, 2010) the number of units of shadow equity held by each co-investor would be proportionately adjusted to ensure the number of such units of shadow equity represented the same percentage of the Former Parent Entity’s share capital following that Reconstruction as it would have represented if that Reconstruction had not taken place. In the event of an exit event, the Former Parent Entity was required to pay each co-investor an equivalent payment to the payment received by the shareholders for the sale of their shares per the ordinary share class to which the shadow equity related. An exit event was defined as: – – – the date on which a prospectus is lodged with the Australian Securities and Investments Commission, the U.S. Securities and Exchange Commission, or any other relevant regulatory body in relation to a listing of the Former Parent Entity’s shares; the date on which an agreement for the sale of the share capital of the Former Parent Entity is completed; the date on which, following a trade sale of the Former Parent Entity and following the passing of a resolution of shareholders to approve the distribution and payment to shareholders of the proceeds of sale that are available for distribution or payment to shareholders, whether in a winding up, by return of capital, share buy-back or otherwise, a final determination is made of the amount that will be paid to shareholders; and – the date on which the original investors no longer hold any shares in connection with a recapitalisation. The co-investors did not have the right to appoint any directors to the Board. The co-investors did not have the right to vote or participate at a meeting of shareholders (other than as an observer). However, no resolution of shareholders would be carried if the relevant resolution would not have been carried if the co-investors’ shadow equity had entitled them to vote as if the co-investors were management shareholders and they notified the Former Parent Entity in writing before the resolution that they would have voted against the resolution. However, if a resolution was not carried, but would have been carried if the co-investors’ shadow equity had entitled them to vote as if the co-investors were management shareholders and they notified the Former Parent Entity in writing before the resolution that they would have voted in favour of the resolution, the relevant resolution would be deemed to have been carried. 74 Any transaction or change to the terms of the capital structure of the Former Parent Entity varying the rights attaching to the shadow equity held by the co-investors could not occur without the prior written consent of one or more of the co-investors. If the Former Parent Entity was to be wound up, the proceeds of the winding up were to be distributed to the shareholders in accordance with their respective proportions, taking into account any payments that must be made to the co-investors. Note 24. Reserves Hedging – cash flow hedges Foreign currency translation Movements in hedging reserve – cash flow hedges: Opening balance Revaluation – gross Deferred tax (note 13) Transfer to net profit – gross Deferred tax (note 13) Closing balance Movements in foreign currency translation reserve: Opening balance Exchange fluctuations arising on net assets of foreign operations Closing balance 2012 $000 (97) 260 163 – (102) 31 (37) 11 (97) – 260 260 2011 $000 – – – (523) – – 747 (224) – – – – Nature and purpose of reserves Hedging reserve – cash flow hedges: The hedging reserve is used to record gains or losses on a hedging instrument in a cash flow hedge that are recognised in other comprehensive income, as described in note 1. Amounts are recognised in profit and loss when the associated hedged transaction affects profit and loss. Note 25. Retained earnings/(accumulated losses) Retained earnings/(accumulated losses): Opening balance Net profit/(loss) Share capital buy-back costs Shadow equity issuance costs Dividends deemed in relation to share buy-back Closing balance Franking credits available for the subsequent financial period based on a tax rate of 30% (14,422) 11,429 – – – (2,993) 44,583 (13,580) 1,446 (241) (137) (1,910) (14,422) 43,441 The above amount represents the balance of the franking account as at the end of the reporting period, adjusted for (a) franking credits that will arise from the payment of income tax payable as at the end of the reporting period, (b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date, and (c) franking credits that may be prevented from being distributed in the subsequent period. The consolidated amounts include franking credits that would be available to the parent entity if distributable profits of subsidiaries were paid as dividends. 75 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 25. Retained earnings/(accumulated losses) (continued) Dividends not recognised at the end of the reporting period Since the end of the financial period, the Directors of the Company have declared the payment of a fully franked final dividend of 6.5 cents per ordinary share ($6.0 million) to be paid on 27 July, 2012. The aggregate amount of the dividend to be paid on that date, but not recognised as a liability at year end, is $6,045,000. Note 26. Subsidiaries and Deed of Cross Guarantee The consolidated financial statements at 29 April, 2012 include the following subsidiaries. The reporting period end of all subsidiaries is the same as that of the parent entity. Name of controlled entity CFG Finance Pty Limited Collins Foods Holding Pty. Limited Collins Foods Finance Pty. Limited Collins Foods Group Pty. Ltd. Collins Restaurants Queensland Pty. Ltd. Collins Restaurants NSW Pty. Ltd. Sizzler Restaurants Group Pty. Ltd. Collins Restaurants Management Pty. Ltd. Collins Property Development Pty. Ltd Club Sizzler Pty. Ltd. Collins Foods Australia Pty. Ltd. Collins Finance and Management Pty. Ltd. Sizzler South Pacific Pty. Ltd. SingCo Trading Pte Ltd Sizzler International Marks LLC Sizzler Asia Holdings LLC Sizzler South East Asia LLC Sizzler New Zealand LLC Sizzler Restaurant Services LLC Notes (b) (d) (b) (d) (b) (b) (b) (b) (b) (b) (b) (b) (b) (b) (c) (e) (e) (e) (e) (f) (e) (f) (e) (f) Place of incorporation Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Nevada, USA Singapore Delaware, USA Delaware, USA Delaware, USA Delaware, USA Delaware, USA Name acronym CFGF CFH CFF CFG CRQ CRN SRG CRM CPD CSP CFA CFM SSP SingCo SIM SAH SSEA SNZ SRS % of shares held 2012 % of shares held 2011 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 n/a – 100 100 100 100 100 100 100 100 100 100 100 – – – – – – (a) (b) (c) (d) Collins Foods Limited is domiciled in Brisbane, Australia. The Registered office is located at 16 Edmondstone Street, Newmarket QLD 4051. These companies have entered into a Deed of Cross Guarantee dated 23 February, 2012 with Collins Foods Limited which provides that all parties to the deed will guarantee to each creditor, payment in full of any debt of each company participating in the deed on winding-up of that company. As a result of Class Order 98/1418 issued by the Australian Securities and Investments Commission, these companies are relieved from the requirement to prepare financial statements. Sizzler South Pacific Pty. Ltd. (SSP) is a company with no net assets. The directors have resolved to liquidate this company. This company is not an Australian registered company and is not covered by the Class Order 98/1418. Collins Foods Limited and CFG Finance Pty Limited were not incorporated within the previous corresponding period, however, as at 1 May, 2011, a subsidiary of the Company, Collins Foods Holding Pty Limited, was the holding company of the group acquired by the Company on 4 August, 2011. (e) SingCo Trading Pte Ltd and its subsidiaries were purchased by CFG Finance Pty Limited on 4 August, 2011. These companies are not Australian registered companies and are not covered by the Class Order 98/1418. (f) Originally incorporated in Nevada, upon conversion to a LLC became registered in Delaware. 76 The Consolidated Income Statement, Consolidated Statement of Comprehensive Income and summary of movements in consolidated retained profits of the entities in the Class Order 98/1418 “closed group” are as follows: As there are no other parties to the Deed of Cross Guarantee that are controlled by Collins Foods Limited, the below also represents the “Extended Closed Group”. Consolidated Income Statement Sales revenue Cost of sales Gross profit Selling, marketing and royalty expenses Occupancy expenses Restaurant related expenses Administration expenses Other expenses Other income Finance revenue Finance costs Profit from continuing operations before income tax Income tax benefit/(expense) Profit from continuing operations Statement of Consolidated Comprehensive Income Profit from continuing operations other comprehensive income: Exchange difference upon translation of foreign operations Cash flow hedges Income tax relating to components of other comprehensive income Other comprehensive income for the period, net of tax total comprehensive income for the period total comprehensive income for the period is attributable to: owners of the parent Summary of movements in consolidated retained profits Retained profits/(losses) at the beginning of the period Profit for the period Buy-back of ordinary shares, net of tax Contributions of shadow equity Dividends deemed as a result of share buy-back accumulated losses at the end of the period Closed Group 2012 $000 2011 $000 404,177 408,222 (192,587) (192,487) 211,590 215,735 (83,790) (31,378) (42,699) (31,418) (1,386) 10,961 1,196 (82,781) (29,246) (38,603) (25,070) (58,595) 52,807 4,042 (26,453) (33,844) 6,623 4,480 11,103 4,445 (2,999) 1,446 11,103 1,446 260 (139) 42 163 – 747 (224) 523 11,266 1,969 11,266 1,969 (14,364) 11,103 – – – (13,522) 1,446 (241) (137) (1,910) (3,261) (14,364) 77 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 26. Subsidiaries and Deed of Cross Guarantee (continued) The Consolidated Balance Sheet of all entities in the Class Order 98/1418 “closed group” as at the end of the reporting period are as follows: Closed Group 2012 $000 2011 $000 18,804 3,450 4,272 – 43,708 5,297 4,520 583 26,526 54,108 57,549 223,040 16,762 31 – 9,827 307,209 333,735 45,463 – 19 – 3,485 48,967 52,743 222,808 9,851 9,657 542 58 295,659 349,767 51,350 13,649 29 10,671 3,417 79,116 104,480 228,025 83 1,379 105,942 154,909 178,826 – 1,460 229,485 308,601 41,166 182,098 55,530 (11) – (3,261) (14,364) 178,826 41,166 Current assets Cash and cash equivalents Receivables Inventories Current tax receivable Total current assets Non-current assets Property, plant and equipment Intangible assets, net Deferred tax assets, net Receivables Derivative financial instruments Other financial assets Total non-current assets total assets Current liabilities Trade and other payables Borrowings Derivative financial instruments Financial guarantees Provisions Total current liabilities Non-current liabilities Borrowings Derivative financial instruments Provisions Total non-current liabilities total liabilities Net assets equity Contributed equity Reserves Retained profits total equity 78 Note 27. Commitments for expenditure Capital commitments Property, plant and equipment Aggregate capital expenditure contracted for at balance date but not recognised as liabilities, payable 5,112 1,345 2012 $000 2011 $000 operating leases Operating leases relate to land, buildings and equipment with lease terms ranging from 3 to 25 years and expire on varying dates through 2023. The Company has the right to extend many of these leases and many contain market review clauses. Certain leases require contingent rent, determined as a percentage of sales, when annual sales exceed specified levels. Operating lease commitments: Aggregate lease expenditure contracted for at balance date but not recognised as liabilities, payable: Not later than one year Later than one year but not later than five years Later than five years Less recoverable Goods and Services Tax Minimum lease payments Finance leases All finance leases were paid out as part of the IPO and refinance which occurred on 4 August, 2011. Any gain or loss associated with the early payment of these leases is included in administration expenses. In the prior period finance leases related to equipment with lease terms of 3 or 5 years expiring on varying dates through to 2015. The Group had classified these obligations as a finance lease as substantially all the risks and benefits incident to ownership had been passed to it by the lessor. Finance lease commitments: Commitments in relation to finance leases are payable as follows: Not later than one year Later than one year but not later than five years Later than five years Less: recoverable Goods and Services Tax Minimum lease payments Less: future finance charges Total lease liabilities Included in the financial statements as: Current liabilities (see note 17) Non-current liabilities (see note 21) 24,311 63,377 19,309 106,997 (9,727) 97,270 22,060 60,836 14,544 97,440 (8,858) 88,582 – – – – – – – – – – – 1,120 1,592 – 2,712 (247) 2,465 (292) 2,173 832 1,341 2,173 79 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 28. Related parties Parent entity The parent entity and ultimate parent entity within the Group is Collins Foods Limited (prior period parent entity and ultimate parent entity was Collins Foods Holding Pty Limited, refer note 1). Key management personnel Key management personnel include the Directors for the parent entity and Directors and executives for the Group as detailed in the Remuneration Report. Disclosures relating to key management personnel are disclosed in note 29. Subsidiaries The ownership interests in subsidiaries are set out in note 26. Transactions between entities within the Group during the reporting period consisted of loans advanced and repaid, interest charged and received, operating expenses paid, non-current assets purchased and sold, and tax losses transferred. These transactions were undertaken on commercial terms and conditions. All transactions with related parties are conducted on commercial terms and conditions. transaction type loans to related parties Interest receivable Interest received other transactions Operating expenses paid for Acquisition of loan owing by related party Acquisition of a related party receivable Reversal of a provision for impairment of a related party receivable aggregate unsecured amounts receivable from, and payable to related parties at balance date: Non-current assets – Receivables Class of related party Related entity(i) Related entity(i) Related entity(i) Related entity(i) Related entity – Associate Related entity – Associate Related entity Non-current assets – Provision for Doubtful Receivable Related entity (i) Prior to acquisition of related party (refer note 36). whole dollars 2012 $ 2011 $ 410,104 1,774,176 – 1,548,828 139,428 602,368 11,921,786 177,012 108,988 – – – 286,000 14,130,254 – (2,758,000) 286,000 11,372,254 Note 29. Key Management Personnel compensation and equity instrument disclosures (a) Key Management Personnel compensation Short-term employee benefits Post-employment benefits Long-term benefits 2,516,114 2,866,130 215,064 47,307 227,012 42,036 2,778,485 3,135,178 Detailed remuneration disclosures are provided in the remuneration report included in the Directors’ Report. 80 (b) Equity instrument disclosures relating to Key Management Personnel (i) Shareholdings The numbers of shares in the Company (and the Former Parent Company) held during the financial period by the Directors of the Company (and Former Parent Company) and the Key Management Personnel of the Group (and former group), including their personally related parties, are set out below. There were no shares granted during the reporting period as compensation or as a result of exercise of options or rights. Balance 2-may-10 active Former Parent Company 1 shares Balance 1-may-11 active Former Parent Company shares 1 selective share 2 Buy-back Capital Reconstruction 3 Purchase of shares 4 Balance 29-april-124 – – – 18,291,011 153,426 – – – – – – – – – – – – – 20,001 20,001 5,001 20,001 20,001 5,001 18,291,011 (11,290,178) 340,000 7,340,833 153,426 – ** ** 1,983,076 (179,145) 1,535,227 270,505 – – 1,340,002 (213,051) 650,561 (131,644) 749,873 335,168 860,240 495,792 234,250 – (72,667) (93,253) – – 1,803,931 1,535,227 270,505 1,126,951 518,917 749,873 262,501 766,987 495,792 234,250 (1,635,529) (1,356,080) (144,243) (916,542) ** ** ** ** ** ** ** ** – – – – ** ** ** ** ** ** ** ** 168,402 179,147 126,262 210,409 ** ** ** ** ** ** directors Russell Tate* Newman Manion* Bronwyn Morris* Kevin Perkins Robert Koczkar Shannon Wolfers other Key management Personnel Simon Perkins James Ryan Martin Clarke John Hands David Nash Adrian Argent Trevor McDonald Pamela Martin Phillip Coleman George Ryland * ** 1 2 3 4 Appointed as Directors of the Company on 10 June 2011. At no stage were these individuals, Directors or KMP of the former group and were not holders of any class of shares of the former group. Directors or KMP of former group. Ceased to be Directors or KMP on 3 August, 2011. Shares held in Collins Foods Holding Pty Limited (the Former Parent Company), which were either active ordinary shares or active preferred ordinary shares (refer note 23 for a description of the rights attaching to these share classes). The total cash consideration received by all KMP under the share buy-back was $1,004,980. Movements in the capital reconstruction include the conversion of Passive Ordinary Shares to Active Ordinary Shares; the conversion of Passive Preferred Ordinary Shares to Active Preferred Ordinary Shares on 8 June, 2011 (refer note 23); the exchange of active share classes by certain shareholders of the Former Parent Company for cash consideration; and the exchange of active share classes by certain shareholders of the Former Parent Company for shares in the Company in the ratio of 2.29 active shares for each ordinary share in the Company. The total cash consideration received or receivable by KMP for active share classes in the capital reconstruction was $10,328,893. Ordinary shares held in the Company (refer note 23 for a description of the rights attaching to ordinary shares). 81 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 29. Key Management Personnel compensation and equity instrument disclosures (continued) Balance 2-may-10 Passive Former Parent Company 5 shares Balance 1-may-11 Passive Former Parent Company shares 5 selective share 6 Buy-back Capital Reconstruction Balance 7 29-april-128 1,829,101,100 15,342,600 – – – – 1,829,101,100 (1,829,101,100) 15,342,600 – ** ** 198,307,600 (17,914,500) 180,393,100 (180,393,100) 153,522,700 27,050,500 – – 153,522,700 (153,522,700) 27,050,500 (27,050,500) 134,000,200 (21,305,100) 112,695,100 (112,695,100) 65,056,100 (13,164,400) 51,891,700 74,987,300 – 74,987,300 33,516,800 (7,266,700) 26,250,100 86,024,000 (9,325,300) 76,698,700 49,579,200 23,425,000 – – 49,579,200 23,425,000 ** ** ** ** ** ** – ** ** – – – – ** ** ** ** ** ** directors Kevin Perkins Robert Koczkar Shannon Wolfers other Key management Personnel Simon Perkins James Ryan Martin Clarke John Hands David Nash Adrian Argent Trevor McDonald Pamela Martin Phillip Coleman George Ryland ** 5 6 7 8 Directors or KMP of former group. Ceased to be Directors or KMP on 3 August, 2011. Shares held in Collins Foods Holding Pty Limited (the Former Parent Company), which were either Passive Ordinary Shares or Passive Preferred Ordinary Shares (refer note 23 for a description of the rights attaching to these share classes). The selective buy-back of passive share classes occurred on 23 September 2010 for nominal consideration. Movements in the capital reconstruction include the conversion of Passive Ordinary Shares to Active Ordinary Shares; the conversion of Passive Preferred Ordinary Shares to Active Preferred Ordinary Shares on 8 June 2011 (refer note 23); and, the exchange of passive ordinary share classes by all shareholders of the Former Parent Company for nil consideration on 4 August 2011. Under the Terms of Offer of the Share Purchase Offer Deed, passive and performance share classes in the Former Parent Company were not capable of being exchanged for ordinary shares in the Company. 82 Balance 2-may-10 Performance Former Parent Company shares10 movements Balance 1-may-11 Performance Former Parent Company shares Capital 10 Reconstruction 11 directors Kevin Perkins Robert Koczkar Shannon Wolfers other Key management Personnel Simon Perkins12 James Ryan Martin Clarke John Hands David Nash Adrian Argent Trevor McDonald Pamela Martin Phillip Coleman George Ryland 455,000 – – 400,000 400,000 65,000 200,000 200,000 200,000 65,000 200,000 200,000 200,000 – – – – – – – – – – – – – 455,000 (455,000) – – ** ** 400,000 400,000 65,000 200,000 200,000 200,000 65,000 200,000 200,000 200,000 (400,000) (400,000) (65,000) (200,000) ** ** ** ** ** ** Balance 29-april-129 – ** ** – – – – ** ** ** ** ** ** ** 9 10 11 12 Directors or KMP of former group. Ceased to be Directors or KMP on 3 August, 2011. Under the Terms of Offer of the Share Purchase Offer Deed, passive and performance share classes in the Former Parent Company were not capable of being exchanged for ordinary shares in the Company. Shares held in Collins Foods Holding Pty Limited (the Former Parent Company), which were either A-class or B-class performance shares (refer note 23 for a description of the rights attaching to these share classes). Under the Terms of Offer of the Share Purchase Offer Deed, A-lass performance shares in the Former Parent Company were exchanged for nil consideration and B-class performance shares were exchanged for cash consideration. The total cash consideration received or receivable by KMP for performance share classes in the capital reconstruction was $82,548. In addition to the shares listed, Simon Perkins also held 200,000 deferred shares (refer note 23 for a description of the rights attaching to these share classes) at 2 May 2010 and up until 4 August 2011. Under the Terms of Offer of the Share Purchase Offer Deed, these deferred shares were exchanged for nil consideration. (c) Loans with Directors and Director-related entities As of the end of the reporting period, there were no loans with Directors and Director-related entities. As of the end of the prior reporting period, there were no loans with Former Parent Entity Directors and their related entities. (d) Other transactions with Key Management Personnel Directors and other Key Management Personnel of the Group, and their personally related entities, may purchase goods from the Company or its controlled entities from time to time. These transactions are made using terms available to other employees of the Group and customers generally. 83 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 29. Key Management Personnel compensation and equity instrument disclosures (continued) The Directors and other Key Management Personnel of the former group were shareholders of SingCo Trading Pte Ltd, which the Group acquired on 4 August 2011 on terms for one dollar from these shareholders, consideration deemed fair and reasonable by all parties to the transaction. Further details relating to the acquisition are set out in Note 36. The Managing Director/CEO, Kevin Perkins, is a Director and major shareholder of Sizzler USA Acquisition Inc.. Collins Foods Finance Pty Ltd, a subsidiary within the former Group, sold the preference shares it held in Sizzler USA Holdings, Inc. to Sizzler USA Acquisition Inc. on 2 June 2011 for one US dollar, consideration deemed fair and reasonable by all parties to the transaction. Note 30. Superannuation The Group maintains two superannuation plans which cover substantially all of its employees. Each participating employer entity in the Group has a legal obligation to contribute to the plans or other plans as chosen by the employees. The default plans chosen by the employer entity are as follows: (a) (b) Management employees – a non-contributory accumulated benefits scheme which is administered by Plum Financial Services Limited. Staff – non-contributory accumulated benefits plans which are administered by Westpac Financial Services Group Limited, Sunsuper or Australian Retirement Fund. Note 31. Contingencies Contingent liabilities The parent entity and certain controlled entities indicated in note 26 have entered into Deeds of Cross Guarantee under which the parent entity has guaranteed any deficiencies of funds on winding up of the controlled entities which are party to the deeds. At the date of this statement there are reasonable grounds to believe that the Company will be able to meet any obligations or liabilities, to which it is, or may become, subject by virtue of the deeds. As described in note 21, CFG Finance Pty. Limited (a subsidiary) and several other related entities entered into Syndicated and Working Capital credit facilities. As a consequence of this, the Company and its subsidiaries (other than subsidiaries outside the Closed Group) became registered guarantors of all the obligations in respect of these loan facilities. 84 Note 32. Remuneration of auditors During the reporting period the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms: assurance services Audit services PricewaterhouseCoopers Australian firm Audit and review of financial reports and other audit work under the Corporations Act 2001 Audit and review of financial reports and other audit work for foreign subsidiary Other assurance services PricewaterhouseCoopers Australian firm Store sales certificates Agreed upon procedures for covenant calculations total remuneration for assurance services taxation services PricewaterhouseCoopers Australian firm Tax compliance services, including review of company tax returns Tax advice and consulting total remuneration for taxation services transaction services PricewaterhouseCoopers Australian firm Transaction compliance services Total remuneration for transaction services total remuneration for services whole dollars 2012 $ 2011 $ 313,810 20,000 333,810 143,500 – 143,500 10,000 18,330 28,330 9,410 17,130 25,500 362,140 169,000 29,000 5,000 34,000 28,000 5,500 33,500 864,067 864,067 – – 1,260,207 202,500 It is the Group’s policy to employ PricewaterhouseCoopers on assignments additional to their statutory audit duties where PricewaterhouseCoopers’ expertise and experience with the Group are important. These assignments are principally tax advice, due diligence reporting on acquisitions and capital raisings, or where PricewaterhouseCoopers is awarded assignments on a competitive basis. It is the Company’s policy to seek competitive tenders for all major consulting projects. 85 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 33. Notes to the Consolidated Statement of Cash Flows Reconciliation of profit from continuing operations to net cash inflow from operating activities 2012 $000 11,429 16,959 3,732 116 10,022 1,371 4 (13) (109) – – – (10,671) (544) (3,493) 97 340 222 244 1,670 (410) (87) 2011 $000 1,446 14,581 – 218 – 6,467 (14) 579 – 3,906 53,229 (51,093) (1,350) (2,456) (1,913) (149) (21) (240) (432) (335) (1,278) – (6,789) 13,173 11,535 35,625 – 34,318 Profit from continuing operations adjustments for non-cash income and expense items: Depreciation and amortisation KFC franchise rights written off Loss on disposal of property, plant and equipment Borrowing costs written off on loan extinguishment Amortisation of borrowing costs Transfer to/(from) provisions: Provision for diminution in value of inventory Provision for employee entitlements Reversal of impairment of related party receivable Impairment of related party receivable Impairment of promissory notes receivable Release of related party financial liabilities – borrowings Release of related party financial liability – retirement plan Movement in: Income tax payable Deferred tax balances Fringe benefits tax payable Goods and services tax payable Changes in assets and liabilities: (Increase)/decrease in assets: Receivables Inventory Prepayments and other assets Receivables from related parties Share of profits of associate (Decrease)/increase in liabilities: Trade payables and accruals Financing activities included in loss from continuing operations: Costs associated with Initial Public Offer Net operating cash flows 86 Note 34. Non-cash financing and investing activities Acquisition of plant and equipment by means of leases Total acquisition by means of leases Note 35. Financial risk management 2012 $000 1,717 1,717 2011 $000 866 866 The Group’s activities expose it to a variety of financial risks: Market risk (including currency risk, interest risk and price risk), liquidity risk and limited credit risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group’s activities expose it primarily to the financial risk of changes in interest rates and it utilises interest rate swaps to manage its interest rate risk exposure. The use of financial instruments is governed by the Group’s policies approved by the Board of Directors, and are not entered into for speculative purposes. (a) Market Risk (i) Foreign exchange risk During 2012 and 2011, the financial instruments of the Group and the parent entity were denominated in Australian dollars apart from certain bank accounts, trade receivable and trade payables in respect of the Group’s Asian operations following its acquisition and a portion of the financial guarantee in the prior period, (refer note 19), which were denominated in foreign currencies at the Group level. Management has decided not to hedge this foreign exchange risk exposure. The Group’s exposure to foreign currency risk at the reporting date is disclosed in the tables below. The decline in foreign currency risk during 2012 is due to the release of the financial guarantee. (ii) Cash flow and interest rate risk The Group’s main interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk while borrowings issued at fixed rates expose the Group to fair value interest rate risk. Information about the Group’s variable rate borrowings, outstanding interest rate swap contracts and an analysis of maturities at the reporting date is disclosed in note 21. (iii) Price risk The Group manages commodity price risk by forward contracting prices on key commodities and by being actively involved in relevant supply co-operatives. (b) Credit Risk Credit risk arises from cash and cash equivalents, derivative financial instruments, deposits with banks, other trade receivables and with related parties. The Group has adopted a policy of only dealing with creditworthy counterparties and in the situation of no independent rating being available, will assess the credit quality of the customer taking into account its financial position, past experience and other factors. Trade receivables consist of a small number of customers and ongoing review of outstanding balances is conducted on a periodic basis. The balance outstanding (disclosed in notes 8 and 14) is not past due nor impaired (2011: nil past due). The credit risk on liquid funds and derivative financial instruments is limited as the counterparties are banks with high credit ratings assigned by international credit rating agencies. Related party transactions are conducted on commercial terms and conditions. Recoverability of these transactions are assessed on an ongoing basis with a provision for doubtful debts having been recognised in relation to an outstanding balance in the prior period (refer note 14). This loss was realised upon acquisition of the related entity during the period, consequently the receivable is now eliminated on consolidation. Credit risk further arises in relation to financial guarantees given to certain parties (see notes 19, 21 and 26 for details). Such guarantees are only provided in exceptional circumstances and are subject to specific Board approval. 87 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 35. Financial risk management (continued) (c) Liquidity Risk The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve banking facilities by continuously monitoring forecast and actual cash flows. This approach enables the Group to manage short, medium and long term funding and liquidity management as reported in note 21. Non-interest bearing liabilities are due within six months. For maturities of interest bearing liabilities and interest rate swaps of the Group, refer to notes 18 and 21. (d) Fair Value Estimation The fair values of financial assets and financial liabilities are estimated for recognition and measurement or for disclosure purposes. The fair value of financial instruments is determined using estimated discounted cash flows and market conditions existing at each balance date. The fair value of interest rate swaps is calculated as the present value of the estimated cash flows. The carrying value less impairment provision of receivables and payables are assumed to approximate their fair values due to their short-term nature. The fair value for financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flow at the current market interest rate that is available to the Group for similar financial instruments. The fair value of current borrowings approximates the carrying amount, as the impact of discounting is not significant. The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. AASB 7 Financial Instruments disclosures require presentation of fair value measurements using the following fair value measurement hierarchy: (a) (b) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1); inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2); and (c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3). The following tables present the Group’s assets and liabilities measured and recognised at fair value. at 29 april 2012 at 1 may 2011 level 1 $000 level 2 $000 level 3 $000 level 1 $000 level 2 $000 level 3 $000 Assets Derivative financial instruments Liabilities Derivative financial instruments – – – 102 – – – – 542 29 – – For assets that are measured using quoted prices in active markets, fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs. The fair value of the derivative financial instruments are estimated using the net present value of a series of cash flows on both the fixed and variable components of the interest rate swaps. These cash flows are based on yield curves which take into account the contractual terms of the derivatives, including the period to maturity and market-based parameters such as interest rates and volatility. Management incorporated non-performance risk by adjusting the present value of each liability position utilising an estimation of credit risk. 88 The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest rate risk and foreign exchange risk only, as the Group is not exposed to other price risks: interest Rate Risk Foreign exchange Risk –1% +1% –20% +20% Carrying amount $000 Profit $000 equity $000 Profit $000 equity $000 Profit $000 equity $000 Profit $000 equity $000 29 April 2012 Financial assets Cash and cash equivalents 19,243 (135) Trade and other receivables Related party receivables Financial liabilities 1,195 286 Trade and other payables 45,547 – – – Borrowings 105,000 175 – – – – – 135 – – – (175) – – – – – Derivative financial instruments 102 – (1,256) – 1,256 88 34 57 (10) – – Total increase/(decrease) 40 (1,256) (40) 1,256 169 – – – – – – – (88) (34) (57) 10 – – (169) – – – – – – – interest Rate Risk Foreign exchange Risk –1% +1% –20% +20% Carrying amount $000 Profit $000 equity $000 Profit $000 equity $000 Profit $000 equity $000 Profit $000 equity $000 1 May 2011 Financial assets Cash and cash equivalents 43,708 (306) Trade and other receivables Current tax receivable Related party receivables Derivative financial instruments Financial liabilities Trade and other payables Borrowings Derivative financial instruments Financial Guarantees – $USD Denominated Total increase/(decrease) 1,256 583 14,130 542 51,350 252,896 29 10,671 – – (68) (787) – 902 (590) – (849) – – – – – – – – – – 306 – – 68 787 – (902) 590 – 849 – – – – – – – – – – – – – – – – – – (2,134) (2,134) – – – – – – – – – – – – – – – – – – 2,134 2,134 – – – – – – – – – – 89 ColliNs Foods limited ANNUAL REPORT 2012 Notes to the CoNsolidated FiNaNCial statemeNts Note 36. Business combinations Summary of acquisition On 4 August, 2011, CFG Finance Pty. Limited, a subsidiary of the Company, acquired 100% of the issued share capital of SingCo Trading Pte Ltd for one dollar. The primary reason for the acquisition was to ensure the Group has control of all Sizzler trademarks in the Australasian region. The assets and liabilities arising from the acquisition are as follows: Cash Receivables Other intangibles – Sizzler brand Interest in associate Trade and other payables Deferred tax liability, net Net identifiable (liabilities) acquired Goodwill Fair value $000 502 338 12,080 414 (12,153) (2,054) (873) 873 Acquisition-related costs Nominal acquisition-related costs were incurred in the purchase of SingCo Trading Pte Ltd and are included in administration expenses in the Consolidated Income Statement. Revenue and profit contribution The acquired business contributed revenues of $1.8 million and net profit of $0.3 million to the Group for the period 4 August, 2011 to 29 April, 2012. If the acquisition had occurred on 2 May, 2011, the contributed revenue for the period ended 29 April, 2012 would have been $2.4 million with a corresponding net profit of $0.1 million (after inter-company interest of $0.9 million). Note 37. Earnings per share Due to the capital reconstruction accounted for using the principles of reverse acquisition referred to in note 1, the capital structure of the Group changed on 4 August, 2011. Immediately prior to the IPO there were 5,397,214,219 Collins Foods Holdings Pty Limited shares and shadow equity units which represented shares on issue. Following the IPO there were 93,000,003 Collins Foods Limited shares on issue. The EPS calculation (performed in accordance with the accounting policy) has not been disclosed for the prior period on the basis that there were significant changes in share structure throughout this period that would render an EPS disclosure for the prior period irrelevant when compared to the shareholding structure in the period ended 29 April, 2012. For the current period, the weighted average number of shares (79,365,556 shares) has been calculated using an exchange ratio, as defined in the relevant accounting standard, relevant to the transaction’s share price to determine the number of equivalent and relevant shares outstanding from the start of the period to 4 August, 2011. 90 Note 38. Parent entity financial information (a) Summary financial information The individual financial statements for the parent entity show the following aggregate amounts: Balance sheet Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Shareholder’s equity Issued capital(i) Accumulated losses/retained earnings (loss)/profit for the period Total comprehensive (loss)/income 2012 $000 90 242,712 242,802 – 18,499 18,499 224,303 228,426 (4,122) 224,303 (4,122) (4,122) (i) Represents share capital of the parent entity. This differs from the share capital of the Group due to the capital reconstruction (refer note 1). (b) Guarantees entered into by the parent entity The parent entity has provided unsecured financial guarantees in respect of bank loan facilities amounting to $105 million as stated in note 21. In addition, there are cross guarantees given by the parent entity as described in note 26. All controlled entities will together be capable of meeting their obligations as and when they fall due by virtue to the Deed of Cross Guarantee dated 23 February, 2012. No liability was recognised by the parent entity in relation to these guarantees, as their fair value is considered immaterial. (c) Contingent liabilities of the parent entity Except as described above in relation to guarantees, the parent entity did not have any contingent liabilities as at 29 April, 2012. 91 ColliNs Foods limited ANNUAL REPORT 2012 diReCtoRs’ deClaRatioN In the Directors’ opinion: (a) the financial statements and notes set out on pages 31 to 91 are in accordance with the Corporations Act 2001, including: (i) (ii) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and giving a true and fair view of the consolidated entity’s financial position as at 29 April, 2012 and of its performance for the period ended on that date; and (b) (c) there are reasonable grounds to believe that Collins Foods Limited will be able to pay its debts as and when they become due and payable; and at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in note 26 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the Deed of Cross Guarantee described in note 26. Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations by the chief executive officer and the chief financial officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. R tate Director Brisbane 29 June 2012 92 iNdePeNdeNt aUditoR’s RePoRt Independent auditor’s report to the members of Collins Foods Independent auditor’s report to the me mbers of Collins Foods Limited Report on the financial report Report on the financial report We have audited the accompanying financial report of Collins Foods Limited (the company), which comprises the Limited (the company), which comprises the We have audited the accompanying financial re , and the income statement, the statement of comprehensive income, statement balance sheet as at 29 April 2012, and the income statement, the statement of comprehensive income, statement balance sheet as at 29 April 2012 of changes in equity and statement of cash flows for the period accounting policies, other explanatory notes and the directors accounting policies, other explanatory notes and the directors’ declaration for the Collins Food ties it controlled at the period consolidated entity). The consolidated entity comprises the company and the entities it controlled at the period consolidated entity). The consolidated entity comprises the company and the enti end or from time to time during the ement of cash flows for the period ended on that date, a summary of signif ’ declaration for the Collins Foods Limited group (the ended on that date, a summary of significant time during the reporting period. Directors’ responsibility for the financial report Directors’ responsibility for the financial report The directors of the company are responsible for the preparation of the financial report that gives a true and fair The directors of the company are responsible for the preparation of the financial report that gives a true and fair The directors of the company are responsible for the preparation of the financial report that gives a true and fair Corporations Act 2001 and for such internal view in accordance with Australian Accounting Standards and the view in accordance with Australian Accounting Standards and the Corporations Act 2001 control as the directors determi ne is necessary to enable the preparation of the financial report that is free from control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In note 1(a), the directors also state, in accordance with material misstatement, whether due to fraud or error. In note 1(a), the directors also state, in accordance with material misstatement, whether due to fraud or error. In note 1(a), the directors also state, in accordance with , that the financial statements comply with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with Accounting Standard AASB 101 International Financial Reporting Standards. International Financial Reporting Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ralian Auditing Standards. These Auditing Standards require that we comply with relevant ralian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. assurance whether the financial report is free from material mis An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the f inancial report, whether due to fraud or error. In making those risk assessments, the material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropr iate in the circumstances, but not for the purpose of expressing 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 entity’s internal control. An audit also includes evaluating the an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the appropriateness of accounting policies used and the reasonableness of accounting estima appropriateness of accounting policies used and the reasonableness of accounting estima directors, as well as evaluating the overall presentation of the financial report. directors, as well as evaluating the overall presentation of the financial report. Our procedures include reading the other information in the Annual Report to determine whether it contains any Our procedures include reading the other information in the Annual Report to determine whether it contains any Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report. material inconsistencies with the financial r We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. In conducting our audit, we have complied with the independence requirements of the In conducting our audit, we have complied with the independence requirements of the , ABN 52 780 433 757 PricewaterhouseCoopers, ABN 52 780 433 757 Riverside Centre, 123 Eagle Street, GPO BOX 150, BRISBANE QLD 4001 Riverside Centre, 123 Eagle Street, GPO BOX 150, BRISBANE QLD 4001 DX 77 Brisbane, Australia T +61 7 3257 5000, F +61 7 3257 5999, www.pwc.com.au T +61 7 3257 5000, F +61 7 3257 5999, Liability limited by a scheme approved under Professional Standards Legislation Liability limited by a scheme approved under Professional Standards Legislation 93 93 ColliNs Foods limited ANNUAL REPORT 2012 iNdePeNdeNt aUditoR’s RePoRt 94 shaReholdeR iNFoRmatioN The shareholder information set out below was applicable as at 26 June 2012. A. Distribution of equity securities Analysis of numbers of equity security holders by size of holding: holding 1–1,000 1,001–5,000 5,001–10,000 10,001–100,000 100,001 and over There were 102 holders of less than a marketable parcel of ordinary shares. B. Equity security holders Twenty largest quoted equity security holders The names of the 20 largest holders of quoted equity securities are listed below: J P Morgan Nominees Australia Limited HSBC Custody Nominees (Australia) Limited National Nominees Limited Citicorp Nominees Pty Limited Kevin Perkins HSBC Custody Nominees (Australia) LimitedAMP Life Limited UBS Wealth Management Australia Nominees Pty Ltd Cogent Nominees Pty Limited Citicorp Nominees Pty Limited Queensland Investment Corporation Cogent Nominees Pty Limited Mrs Heather Lynnette Grace Gibsbourne Pty Ltd Plymouth Pty Ltd Adrian Mark Argent UBS Nominees Pty Ltd Deep Investments Pty Ltd Perkins Family Investment Corporation Pty Ltd Barrijag Pty Ltd Number of shareholders of ordinary shares 413 693 259 282 44 ordinary shares Percentage of issued shares 16.81% 14.82% 12.44% 11.51% 7.53% 5.40% 3.49% 2.40% 2.18% 0.81% 0.78% 0.66% 0.59% 0.45% 0.43% 0.38% 0.38% 0.36% 0.32% 0.27% Number held 15,636,987 13,780,683 11,572,042 10,704,917 7,000,833 5,025,000 3,250,136 2,229,005 2,023,369 751,058 729,922 615,305 547,801 422,423 400,000 350,014 350,000 335,000 300,000 250,000 95 ColliNs Foods limited ANNUAL REPORT 2012 shaReholdeR iNFoRmatioN C. Substantial holders Substantial holders (including associate holdings) in the Company, based on the most recent substantial holder notices lodged with the Company and the ASX, are set out below: Name Allan Gray Australia Pty Ltd Westpac Banking Corporation Kevin Perkins National Australia Bank Limited AMP Limited Commonwealth Bank of Australia Copulos Group Pengana Capital Limited ordinary shares Number held Percentage 17,455,661 18.77% 7,494,727 7,000,833 6,881,520 6,743,863 5,521,063 5,000,000 5,000,000 8.06% 7.53% 7.40% 7.25% 5.94% 5.38% 5.38% D. Restricted Securities 7,685,053 ordinary shares are subject to escrow as follows: Number of ordinary shares subject to escrow 4,184,636 3,500,417 date the escrow period ends 4 July 2012 3 business days after the announcement of Collins Foods Limited’s audited financial results for the financial year ending 28 April 2013 E. Ordinary shares voting rights On a show of hands every member present at a meeting in person or by proxy shall have one vote. Upon a poll, each share shall have one vote. 96 CoRPoRate diReCtoRy Directors Russell Tate, Chair Kevin Perkins, Managing Director/CEO Newman Manion Bronwyn Morris Company Secretary Simon Perkins David Nash (Joint Company Secretary) Principal Registered Office in Australia 16–20 Edmondstone Street Newmarket QLD 4051 Share Register Link Market Services Level 15, 324 Queen Street Brisbane QLD 4000 Auditor PricewaterhouseCoopers Riverside Centre 123 Eagle Street GPO Box 150 Brisbane Qld 4000 Stock Exchange Listings Collins Foods Limited shares are listed on the Australian Securities Exchange. Website Address www.collinsfg.com.au Notes to the CoNsolidated FiNaNCial statemeNts