Collins Foods Limited
Annual Report 2021

Plain-text annual report

23 July 2021 ASX Market Announcements Office 10 Bridge Street SYDNEY NSW 2000 Via ASX Online Dear Sir/ Madam ANNOUNCEMENT FOR RELEASE VIA MARKET ANNOUNCEMENTS PLATFORM Please find attached Collins Foods Limited’s 2021 Annual Report for release via the ASX Market Announcements Platform. For further information, please contact: Drew O'Malley Managing Director & CEO P: +61-7 3352 0800 Ronn Bechler Investor Relations - Market Eye P: +61-400 009 774 E: ronn.bechler@marketeye.com.au Tristan Everett Media – Market Eye P: +61-403 789 096 E: tristan.everett@marketeye.com.au By Order of the Board Frances Finucan Company Secretary 2021 Annual Report COLLINS FOODS LIMITED ABN 13 151 420 781 We cr e a te unmatched experiences for our customers and people. B ANNUAL REPORT 2021 COLLINS FOODS LIMITED Contents 02 Our vision, mission and values 03 Our financial performance 04 Our year in review 06 Our positive impact 07 Our brands 08 Chairman’s message 09 Managing Director & CEO’s report 11 Financial report 13 Directors’ report 24 Letter from the Chair of the Remuneration and Nomination Committee 25 Remuneration report 49 Auditor’s independence declaration 51 Consolidated income statement 52 Consolidated statement of comprehensive income 53 Consolidated balance sheet 54 Consolidated statement of cash flows 55 Consolidated statement of changes in equity 56 Notes to the consolidated financial statements 119 Directors’ declaration 120 Independent auditor’s report 125 Shareholder information 128 Corporate directory Key dates Full year 2021 results announcement Tuesday, 29 June 2021 Record date for final dividend Thursday, 8 July 2021 Final dividend payment Thursday, 22 July 2021 Annual General Meeting Friday, 27 August 2021 End of half year 2022 Sunday, 17 October 2021 Half year 2022 results announcement Tuesday, 30 November 2021 Record date for interim dividend Tuesday, 7 December 2021 Interim dividend payment Wednesday, 22 December 2021 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 1 Our VISION, MISSION and values 2 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Our FINANCIAL PERFORMANCE Revenue Statutory NPAT (post-AASB 16) Underlying EBITDA (Continuing operations, pre-AASB 16) 12.4% to $1.07b 5.4% to $32.9m 12.4% to $136.3m (FY20: $948.1m) (FY20: $31.3m) (FY20: $121.2m) Underlying NPAT (Continuing operations, pre-AASB 16) Total FY21 Fully Franked Dividends 18.3% to $56.9m 23.0CPS (up 15%) (FY20: $48.1m) (FY20: 20.0cps) Net Operating Cashflow (post-AASB 16) $148.0m (FY20: $149.3m) ANNUAL REPORT 2021 COLLINS FOODS LIMITED 3 We are focused on operational excellence and the highest of health and safety standards for our customers and our people. Our Year in Review We operate 319 restaurants in Australia, Germany and the Netherlands, and are the franchisor of 64 in Japan and Thailand. The Company employs over 15,000 people in Australia, Germany, and the Netherlands. 4 ANNUAL REPORT 2021 COLLINS FOODS LIMITED We'r e fa na tic a l a bout driving performance and getting it right every time. The Group has continued to generate strong earnings growth, a testament to great products, strong brands, and the commitment of our extraordinary team. In FY21 we built and opened 18 new restaurants across the Group, 11 for KFC Australia, 4 for Taco Bell and 3 for KFC Europe. Our continued emphasis on operational execution, people development, and excellence in restaurant development will underpin our pursuit of sustainable growth. ANNUAL REPORT 2021 COLLINS FOODS LIMITED 5 S R A L L I P R U O S L A O G Y R A M R P R U O I S E I I T N U T R O P P O & S E V I T A I T I N I OUR positive impact Cr e a ting unmatched PEOPLE experiences Ma king a POSITIVE IMPACT Be ing BRILLIANT AT THE BASICS People and communities Establish Collins Foods Giving as a best-in-class signature program by 2026 with 75%+ enrolment Planet Governance Reduce our carbon footprint by achieving a 25% reduction in greenhouse gas emissions by 2026 Increase diversion of waste from landfill by 25% by 2026 Commitment to continuous improvement in best-practice governance standards in all our business activities • We expect our people and those who conduct business with us to act with integrity, ethically and with openness, honesty and fairness • Food safety management system underpins strong food safety culture • Safety management system that underpins strong safety culture FY21: LTIFR 14.20 • Renewable energy: 100+ additional solar panel systems over the next year • Collins Foods Giving employee participation rate in FY21: 31% • Collins Family Fund: new program launched in 2020 • Equitable employee profile: FY21: 50% female and 50% male workforce, no GPG* • Employing young Australians: 518 traineeships with 285 completed in FY21 • Expansion of participation in food recovery programs to include KFC restaurants in Tasmania and Western Australia • Reducing Scope 1 greenhouse gases (GhG) despite increasing restaurants: FY21: 471 CO2-e (tonnes) • Reducing energy consumption of restaurant network: FY21: 1,177GJ* • Reduce waste to landfill by diverting, reusing, recycling or upcycling waste. FY21: total waste 9,609 tonnes • Opportunity: water management * Gender Pay Gap * gigajoules 6 ANNUAL REPORT 2021 COLLINS FOODS LIMITED OUR BRANDS KFC AUSTRALIA KFC EUROPE KFC Australia enjoyed a step change in sales thanks to excellent operational execution, high trust in the KFC brand, and growth in e-commerce sales and product innovation. KFC Europe was significantly impacted by COVID-19 restrictions and lockdowns. Operational focus remained high in both markets and the business is well-positioned to improve margins as restrictions are eased. 252 restaurants $900.4m Revenue 12.9% Same Store Sales growth 22.2% EBITDA margin (post-AASB 16) (18.1% pre-AASB 16) 46 restaurants $134.9m Revenue -0.6% Same Store Sales DECLINE 7.3% EBITDA margin (post-AASB 16) (-0.7% pre-AASB 16) TACO BELL Taco Bell firmly anchored itself in the Quick Service Restaurant segment, offering great value price points and focusing on driving awareness and trial. 16 restaurants $28.0m Revenue 3.9% Same Store Sales growth* 0.7% EBITDA margin (post-AASB 16) (-5.7% pre-AASB 16) * Seven restaurants that have been opened for a minimum of 18 months ANNUAL REPORT 2021 COLLINS FOODS LIMITED 7 CHAIRMAN'S MESSAGE FY21 marked an excellent year for Collins Foods, delivering another record result reflecting robust sales and earnings growth despite challenging global operating conditions. Brand strength driving growth During this challenging year, we saw customers focus on what they trust. The trust we have built in our restaurant operations by engaging with our stakeholders and staying true to our values has paid off. Eleven new Australian KFC restaurants were opened during FY21 bringing the total number of KFC Australia restaurants we operate to 252. KFC Australia continued to perform ahead of expectations, delivering same store sales growth of 12.9%. The business capitalised on its brand strength, focusing on signature, core and value menu items and best-in- class guest experiences. Meanwhile, new digital and delivery initiatives catered to increased consumer demand for digitally-enabled channels and convenience. E-commerce now accounts for around 14% of total KFC Australia sales, reflecting the evolution of consumer dining preferences. Results in Europe were impacted by COVID-19, where ongoing lockdowns and dining restrictions were far more significant than in Australia. The safety of our people and customers were our primary focus, given the health risk posed by the pandemic. Despite these challenges, Collins Foods leveraged the operating environment to progress its strategic initiatives in the Netherlands, signing a new Development Agreement and undertaking three franchisee acquisitions. We now operate 17 restaurants in Germany and 29 in the Netherlands. Emerging brand Taco Bell showed strong sales growth of 57.4% during the year, driven by a larger footprint of 16 restaurants and differentiated value proposition. An additional nine to 12 new restaurants are planned for FY22. Alongside brand awareness and trial initiatives, Taco Bell is expected to benefit from increased consumer adoption of Mexican category products. With a marketing mix reinforcing value and our core operational strengths around convenience, we see a bright future for the brand. Continued growth in dividend Collins Foods delivered another record result in FY21, with revenue increasing 12.4% to $1,065.9 million. Growth was driven by strong same store sales growth and new restaurant openings. An ongoing focus on front-of-house digitisation and back-of-house operational excellence has flowed through to underlying EBITDA of $136.3 million (continuing operations, pre-AASB 16), an increase of 12.4% on FY20, and underlying NPAT of $56.9 million, up 18.3% (continuing operations, pre-AASB 16). Strong earnings and cash flow generation allowed further reduction in net debt and the net leverage ratio, leaving the balance sheet in a strong position to pursue future growth opportunities, and enabling growth in the final dividend. The Board was pleased to declare a final FY21 fully franked dividend of 12.5 cents per share, with the total dividend for FY21 being 23.0 cents per share fully franked, up from 20.0 cents per share in FY20. Positive Impact strategy This year we are pleased to release our inaugural Positive Impact Report, which provides us with an Environment, Social and Governance (ESG) framework to report against. ESG practices have long been embedded in Collins Foods’ operations and we are now focused on three key pillars — people and communities, planet, and governance. We remain committed to our Collins Foods Giving program, reducing our carbon footprint, diverting waste from landfill by 25% over the next five years, and maintaining best practice governance standards. Positive outlook for continued growth In FY22, Collins Foods is well-positioned to further grow its KFC Australia operations, and build market share for KFC in Europe and Taco Bell in Australia. Our strong balance sheet provides the flexibility to take advantage of strategic organic and acquisition opportunities across the Group over the coming year. For KFC Australia, digital and delivery initiatives will be key to improving customer experience alongside new back-of-house technology to drive efficiency. KFC Europe is poised for recovery as COVID-19 restrictions ease, and we are aiming to double our presence in this market by 2026. We will continue to scale the Taco Bell brand in Australia, supported by a clear restaurant rollout strategy and marketing support to drive awareness and trial. Board changes Less than a year after taking over as CEO, we were pleased to welcome Drew O’Malley to the Board as Managing Director. Drew has made a significant contribution to Collins Foods since he joined in 2017, particularly over the past year where he successfully steered the business through the COVID-19 pandemic. Drew’s appointment further increases the Board’s operational expertise and we look forward to leveraging his global Quick Service Restaurant (QSR) knowledge and experience. As part of our Board succession plan, Newman Manion will retire as a Non-executive Director of the Company at the conclusion of this year’s Annual General Meeting. Over the past 10 years, Newman has been a highly valued member of the Board, enabling Collins Foods to benefit from his significant experience in the food franchise industry, obtained over more than 38 years working in Yum! and the KFC brand globally. He retires with sincere thanks from the Board and we all wish him well in his future endeavours. Thank you On behalf of the Board, I would like to thank our 15,000+ employees for their hard work and dedication during a challenging year. Our FY21 financial results reflect the significant commitment of our people, who continued to provide our customers with a best-in-class experience despite operational volatility and the ongoing threat of COVID-19. I would also like to take this opportunity to thank my fellow Directors for their valued input and oversight. Finally, thank you to you, our loyal shareholders for your ongoing support over the past year. We are confident in delivering on our sustainable growth strategy and are well-placed for the year ahead, underpinned by strong brands, new delivery and digital initiatives, and our ongoing operational excellence. 8 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Robert Kaye Independent Non-executive Chairman MANAGING DIRECTOR & CEO’S REPORT Operational performance KFC AUSTRALIA KFC Australia responded to uncertain macro conditions, by leveraging its brand strength and investing in digital and delivery initiatives. These innovations, combined with back-and front-of-house improvements, saw us grow our customer base, gain market share, and deliver a best-in-class customer experience. Revenue increased 13.8% to $900.4 million, underpinned by strong same store sales growth of 12.9% and the addition of 11 new restaurants opened during the year. New store openings increased our footprint to 252 restaurants nationally. Underlying EBITDA grew 21.6% to $161.4 million (pre-AASB 16), with EBITDA margin expanding to a record 17.9%, on the back of the strong revenue growth. Investment in digital and delivery initiatives continued, with 202 restaurants now offering delivery with three aggregators. Digital menu boards are now in a third of our drive-thrus, while in-store kiosks are being trialled at 13 restaurants. Consumer demand for convenience is driving e-commerce sales, which now accounts for 14% of total sales. KFC EUROPE Europe was a challenging environment for foodservice with COVID-19 lockdowns and dining restrictions in place for most of the year. While revenue increased slightly to $134.9 million, up 0.6%, same store sales declined 0.6% and margins were impacted. Underlying EBITDA profitability was maintained at $1.1 million (pre-AASB 16), though EBITDA margin contracted to 0.8%. Germany outperformed the Netherlands with same store sales growth of 4.2%, supported by effective marketing and relatively less restrictive trading conditions. Drive-thru results were strong in both countries, with same store sales growth of 12.6% and 9.5% in Germany and the Netherlands respectively, a positive indicator of underlying demand. FY21 was also a year of strategic execution in the Netherlands. A new Development Agreement was signed with Yum! to 2025, which is structured to incentivise growth. In addition, we acquired three franchisees, adding eight net new restaurants to the network and an expanded geographic presence. Despite the ongoing impacts of COVID-19, the European business is well- positioned to recover as restrictions ease. CEO Europe Hans Miete joined the business early in the year and has built a strong team. In my first full year as Managing Director & CEO, I am pleased to report Collins Foods has delivered a strong financial performance, despite the ongoing impacts of COVID-19. Our focus on people and operations was critical to this, as our teams did an exceptional job of keeping our restaurants operating at a world-class level. In FY21, we leveraged our brand strength and strong operational foundations to drive same store sales growth and increase our restaurant footprint — building and opening 18 new restaurants across the Group. We did this through continuously validating new concepts and innovation and then integrating them into our core operations so that we can bring scale to our brands. This ensures we remain a leader in the industry as we successfully navigate and harness accelerating industry trends. KFC KFC’s trusted brand status in Australia, combined with new e-commerce initiatives, were key growth drivers for our KFC Australia business, delivering strong same store sales growth over FY21. Europe was a different operating environment with COVID-19 lockdowns and restrictions in place for a large part of the year, which made trading difficult given our higher inline and food court mix in the region. However, weaker operating conditions created strategic acquisition opportunities, with the acquisition of eight net new restaurants, and the execution of a new Development Agreement in the Netherlands. Taco Bell After pausing new developments in the first half of FY21, we added four new restaurants in the second half of the year as part of our brand development strategy, bringing restaurant numbers to 16. New brand awareness campaigns focused on taste, value and convenience show positive brand adoption trends, supported by our differentiated offering within the Mexican Quick Service Restaurant (QSR) category. Financial performance — another record year FY21 delivered another year of strong revenue and earnings growth despite the ever-present challenges of COVID-19. Revenue increased 12.4% to $1,065.9 million with growth primarily driven by strong same stores sales growth and new restaurants in our core KFC Australia business. Statutory EBITDA increased 5.2% to $184.2 million (continuing operations, post-AASB 16), and underlying EBITDA was up 12.4% to $136.3 million (continuing operations, pre-AASB 16). Statutory NPAT increased 5.4% to $32.9 million (post-AASB 16); with underlying NPAT increasing 18.3% to $56.9 million (continuing operations, pre-AASB 16), reflecting flow through from revenue and strong operational execution. Cash generation remained strong with net operating cash flow of $148.0 million1, which was used to fund expansion, further reduce debt, and drive dividend growth. Net debt reduced by $25.8 million to $177.4 million, with the net leverage ratio falling from 1.69 to 1.33 (pre-AASB 16). 1 FY21 statutory post-AASB 16. FY21 Statutory pre-AASB 16 Net Operating Cash Flow was $95.9 million. ANNUAL REPORT 2021 COLLINS FOODS LIMITED 9 Key priorities for FY22 In FY22, we will continue to pursue strategic organic and acquisition growth opportunities across the group. Our strong KFC Australia core business will continue to grow, and we will build and scale our Taco Bell and KFC Europe brands. Our focus on technology deployment and world-class customer experience is expected to sustain positive same store sales growth and high margins in KFC Australia in the year ahead. Digital and delivery initiatives are key pillars of our growth strategy with further rollout of delivery, menu board and kiosk instalments planned, in addition to back-of-house investment in automation. With COVID-19 restrictions easing in Europe, we see strong prospects for improved financial performance from the existing network. In the Netherlands, we continue to explore acquisition opportunities and are fully committed to rolling out new stores under our new Development Agreement. In Germany we will continue to engage customers with effective marketing and will remain selective in deployment of growth capital. I would like to thank all our staff for their hard work and commitment throughout the year. The record results achieved in FY21 would not have been possible without the strong contribution from our employees, particularly given the COVID-19 hurdles our people have overcome during the year. Lastly, I would like to thank you, our shareholders, for your support. Our strong KFC Australia business is complemented by long-term growth opportunities in KFC Europe and Taco Bell, and I look forward to delivering sustainable growth in the year ahead. Drew O’Malley Managing Director & CEO TACO BELL We continue to build support for the emerging Taco Bell brand with increased customer adoption through brand awareness and trial. Our marketing strategy reinforces the brand’s differentiated QSR value proposition and we are now ramping up new restaurant openings. Revenue grew 57.4% to $28.0 million with the contribution of four new restaurants opened in the second half of the year and the full year effect of restaurants opened in FY20. Same store sales increased 3.9%, measured on a subset of seven restaurants that have been trading for 18 months or longer. The brand is profitable at the store level, with EBITDA of $1.4 million (pre-AASB 16) before general and administration costs and start-up costs. EBITDA remains in a slight loss-making position of $1.6 million (pre-AASB 16) but is expected to improve with scale. Our clear brand and value proposition combined with consumer demand for Mexican category products provide us with confidence in the long-term prospects for the business. SIZZLER ASIA Sizzler Asia remained profitable despite royalty revenues being heavily impacted by COVID-19 lockdowns in Thailand and Japan. Revenue of $2.5 million was down 46.8% on FY20 and EBITDA was $1.6 million. MAKING A POSITIVE IMPACT I would like to echo the Chairman’s enthusiasm for the inaugural release of our Positive Impact Report. At Collins Foods, we are passionate about our people, communities and environment and want to ensure we continue to operate in an ethical, sustainable and socially responsible manner. The Positive Impact Report outlines our strategy to achieve 75%+ enrolment in Collins Food Giving program by 2026. In FY21, we had a 31% participation rate and raised $587,000 for employees’ selected charities. Our other key commitment to our people is a strong safety culture, with the Lost Time Injury Frequency Rate (LTIFR) reducing to 14.20 during the year. We are committed to reducing our carbon footprint by achieving a 25% reduction in greenhouse gas emissions and 25% increased diversion of waste from landfill by 2026. In FY21, our restaurants emitted 471 CO2-e tonnes of scope 1 greenhouse gases, an improvement from 531 CO2-e in FY20, and diverted an average of 18.9% of waste per restaurant*. Just as we strive for operational excellence across the business, we are committed to continuous improvement in best practice governance standards. As always, we expect our people and those we conduct business with to act ethically and with integrity, openness, honesty and fairness. * 230 KFC Australia and Taco Bell restaurants. Excludes food courts, restaurants serviced by the Sunshine Coast Council and Sizzler Australia. 10 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 2021 Financial Report FOR THE REPORTING PERIOD ENDED 2 MAY 2021 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 11 Contents 13 24 25 25 Directors’ Report Letter from the Chair of the Remuneration and Nomination Committee Remuneration Report Persons covered by this Remuneration Report 25 Overview of Remuneration Governance Framework and Strategy Company performance Statutory remuneration disclosures for FY21 Performance outcomes for FY21 and FY20 including STI and LTI assessment Employment terms for KMP Executives Non-executive Director fee rates and fee limit Changes in KMP held equity Group Securities Trading Policy Securities Holding Policy Remuneration consultant engagement policy 35 35 37 41 41 44 45 45 45 46 Other remuneration related matters 46 Most recent AGM — Remuneration Report comments and voting 46 46 47 External remuneration consultant advice Indemnification and insurance of officers Proceedings on behalf of the Company 47 Non-audit services 49 51 52 53 54 55 Auditor’s independence declaration Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated statement of cash flows Consolidated statement of changes in equity 56 Notes to the consolidated financial statements 56 56 60 62 64 65 65 66 67 A/ Financial overview A1/ Segment information A2/ Business combinations A3/ Revenue A4/ Material profit or loss items from continuing operations B/ Cash management B1/ Cash and cash equivalents B2/ Borrowings B3/ Ratios 12 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 68 69 69 73 76 78 78 78 80 81 81 81 82 82 82 B4/ Dividends C/ Financial risk management C1/ Financial risk management C2/ Recognised fair value measurements C3/ Derivative financial instruments D/ Reward and recognition D1/ Key management personnel D2/ Share based payments D3/ Contributed equity E/ Related parties E1/ Investments accounted for using the equity method E2/ Related party transactions F/ Discontinued operation F1/ Sizzler Australia F2/ Financial performance and cash flow information 84 G/ Other Items 84 G1/ Commitments for expenditure 84 G2/ Earnings per share 86 G3/ Receivables 87 G4/ Property, plant and equipment 89 G5/ Intangible assets 96 G6/ Leases 100 G7/ Trade and other payables 101 G8/ Provisions 102 G9/ Reserves 103 G10/ Tax 106 G11/ Auditor’s remuneration 107 G12/ Contingencies 108 H/ Group structure 108 H1/ Subsidiaries and Deed of Cross Guarantee (Amended and Restated) 113 H2/ Parent entity financial information 114 114 116 116 118 118 I/ Basis of preparation and other accounting policies I1/ Basis of preparation I2/ Changes in accounting policies I3/ Other accounting policies J/ Events occurring after the reporting period J1/ Subsequent events 119 Directors' declaration 120 Independent auditor’s report 125 Shareholder information 128 Corporate directory Directors' report 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 2 May 2021. Directors The names of the Directors of the Company during or since the end of the financial period are as follows: Name Date of appointment Robert Kaye SC Christine Holman Newman Manion Bronwyn Morris AM Kevin Perkins Russell Tate Graham Maxwell(1) 7 October 2014 12 December 2019 10 June 2011 10 June 2011 15 July 2011 10 June 2011 25 March 2015 (1) Former Managing Director and Chief Executive Officer from 29 September 2014 to 1 July 2020. Principal activities during the period During the period, the principal activity of the Group was the operation, management and administration of restaurants in Australia, Europe and Asia, currently comprising three restaurant brands: KFC, Taco Bell and Sizzler in Asia (the Australian Sizzler restaurants ceased operation during the period). The KFC and Taco Bell brands are two of the world's largest restaurant chains and are owned globally by Yum!. In Australia, the Group operates as the largest franchisee of KFC restaurants and is one of two franchisees operating Taco Bell restaurants. The Group also operates KFC restaurants in the Netherlands and Germany. Operating and financial review GROUP OVERVIEW The Group’s business is the operation, management and administration of restaurants, currently comprising three restaurant brands: KFC, Taco Bell and Sizzler. At the end of the period, the Group operated 251 franchised KFC restaurants in Australia, 17 franchised KFC restaurants in Germany, 29 franchised restaurants in the Netherlands and 16 franchised Taco Bell restaurants in Australia, which all compete in the quick service restaurant market. The Group owned and operated Sizzler restaurants in Australia, which competed in the casual dining restaurant market until their closure on 15 November 2020. The Group continues as franchisor of the Sizzler brand in South East Asia with 64 franchised restaurants in Thailand and Japan. Coronavirus (COVID-19), was declared a world-wide pandemic by the World Health Organisation in March 2020. The number one priority for the Group has been and remains the health and wellbeing of our team members and customers. The Group has worked closely with the Government, health bodies and our franchisor, Yum! Brands, to implement all measures to safeguard our employees and customers at each and every stage. COVID-19 had a significant impact on the operations and the financial performance of the Group during the financial year. This is described in further detail in the Review of Underlying Operations on page 15. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 1 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 13 Directors' report DIRECTORS' REPORT (CONTINUED) Operating and financial review (continued) GROUP FINANCIAL PERFORMANCE Key statutory financial metrics in respect of the current financial period and the prior financial period are summarised in the following table: Statutory financial metrics 2021 $m 2020 $m Change $m Total revenue from Continuing operations 1,065.9 948.1 117.8 Earnings before interest, tax, depreciation, amortisation and impairment (EBITDA) from Continuing operations Earnings before interest and tax (EBIT) from Continuing operations Profit/(loss) before related income tax expense Income tax (expense) from Continuing operations Net profit attributable to members (NPAT) Net assets Net operating cash flow Statutory financial metrics 184.2 90.6 61.2 (23.6) 32.9 362.9 148.0 175.1 86.6 54.9 (22.7) 31.3 357.8 149.3 9.1 4.0 6.3 (.9) 1.7 5.1 (1.3) 2021 cents per share 2020 cents per share Change cents per share Basic earnings per share from continuing operations (cents) Total basic earnings per share attributable to members of Collins Foods Limited Total dividends paid/payable in relation to financial period * 32.26 28.26 23.00 27.61 26.82 20.00 4.65 1.44 3.00 * Dividends paid/payable is inclusive of dividends declared since the end of the relevant reporting period. The Group’s total revenue increased by 12.4% to $1,066 million mainly due to exceptional same store sales growth in KFC Australia of 12.9%. Compared to the prior financial year, statutory EBITDA increased by $9.1 million, statutory EBIT by $3.9 million and statutory NPAT increased by $1.7 million. EBITDA, EBIT, NPAT and EPS were impacted by the following non-trading items: Taco Bell impairment costs KFC Europe impairment costs KFC Europe provision for store closures Netherlands development agreement fee Netherlands acquisition costs Marketing expenditure redirected to digital technology Total non trading items - continuing operations Sizzler Australia closure costs Total non trading items The consolidated NPAT effect of these non-trading items was $13.0 million. EBITDA $'000 38 - 669 1,282 1,401 (1,432) 1,958 2,630 4,588 EBIT $'000 4,687 4,862 669 1,282 1,401 (1,432) 11,469 2,630 14,099 NPAT $'000 3,281 4,862 669 1,282 1,401 (1,002) 10,493 2,547 13,040 14 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 2 of 116 DIRECTORS' REPORT (CONTINUED) Operating and financial review (continued) The statutory NPAT from continuing operations is $37.6 million which includes the impact of non-trading items of $10.5 million as shown in the table above. Excluding these non-trading items of $10.5 million, the Group achieved an underlying NPAT from continuing operations of $48.1 million. Underlying financial metrics excluding non-trading items which occurred in the current period are as follows: Underlying financial metrics from Continuing operations 2021 $m 2020 $m Change Total revenue 1,065.9 948.1 117.8 Earnings before interest, tax, depreciation, amortisation and impairment (Underlying EBITDA) Net profit attributable to members (Underlying NPAT) Underlying financial metrics 186.1 48.1 171.9 41.9 14.2 6.2 2021 cents per share 2020 cents per share Change Earnings per share (Underlying EPS) basic from Continuing operations Total Earnings per share (Underlying EPS) basic 41.26 39.40 35.97 35.17 5.29 4.23 The improvement in the underlying financial metrics shown above is a reflection of the strong performance of KFC Australia which converted the same store sales growth of 12.9% at good margins. Management consider that adjusting the results for non-trading items allows the Group to more effectively compare underlying performance against prior periods. Review of underlying operations KFC AUSTRALIA The overall performance across the KFC business in Australia has been very positive. KFC Australia has successfully responded to COVID-19 challenges by continuing to focus on providing customers with great value, great tasting food and high levels of customer service in a contactless way where necessary. This was achieved as well as growing its user base and re-engaging lapsed users by leveraging its digital capability such as ‘click and collect’ via the KFC App. In addition, introducing further new aggregators has extended delivery capability during the financial year. The Group currently has 178 restaurants supporting delivery with at least one of the three aggregators (Deliveroo, Doordash and Menulog). As a result, revenue in KFC Australia was up 13.8% on the prior corresponding period to $900.4 million, driven by exceptional same store sales growth of 12.9% for the full year. KFC Australia underlying EBITDA grew by 17.6%, up from $168.7 million to $198.5 million, with an overall underlying EBITDA margin of 22.0%. In order to support growth, $29 million was spent on new restaurants as well as on the remodelling and maintenance program. This remains an important driver of traffic to our restaurants, in addition to supporting KFC to meet its restaurant refurbishment obligations with Yum!. KFC EUROPE KFC Europe contributed revenue of $134.9 million and $12.0 million in underlying EBITDA. By the end of the period, 46 restaurants were in operation, with 29 restaurants in the Netherlands and 17 in Germany. Underlying EBITDA margin was 8.9%. Same store sales growth was -0.6%. KFC Europe’s priority remains providing customers with great value, great tasting food in a safe and fast way. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 3 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 15 Directors' report DIRECTORS' REPORT (CONTINUED) Review of underlying operations (continued) Both Germany and Netherlands were significantly impacted by COVID-19; to a much greater extent than seen in Australia. The restrictions were more severe and applied for longer, indeed an effective lockdown was in place for most of the second half of the financial year. During this period, drive-thru restaurants continued to perform well but inline and foodcourt restaurants experienced a big drop in transactions. There are a higher proportion of inline and foodcourt restaurants in the KFC Europe business than in the KFC Australia business. The roll out of delivery was accelerated during the financial year such that 28 restaurants in both the Netherlands and Germany now have one or more aggregators. Restrictions started to ease towards the end of the financial year and sales have subsequently responded well. In order to support growth and meet restaurant refurbishment obligations with Yum!, $8.1 million was spent on new restaurants, remodels and maintenance during the year. TACO BELL At the end of the period, 16 Taco Bell restaurants were in operation with 12 located in Queensland and 4 located in Victoria. Taco Bell contributed revenue of $28.0m and $0.2 million in underlying EBITDA. Taco Bell is still a relatively new brand in Australia and the focus remains on driving awareness of the brand and trial of the product. This is achieved by continuing to build new restaurants and enhance our marketing capabilities particularly in the digital space consistent with where many of the brands customers spend their time. More emphasis will be placed on great value core products such as tacos, burritos and crunchwraps in the coming year. The launch of delivery was accelerated as a result of COVID-19 and is available in 13 of the 16 restaurants, through two aggregators (Menulog and Doordash), with all restaurants expected to offer delivery in time. The brand continues to receive positive customer engagement and further restaurant openings are expected in the upcoming financial year as the Group continues to invest in the Taco Bell brand. SIZZLER Sizzler franchise operations in Asia contributed $2.5m in revenue. The operations were significantly impacted by dining restrictions as a result of COVID-19 resulting in a 46.8% decrease in revenue over the prior corresponding period. Strategy and future performance GROUP The Group’s strategy is to be renowned for running high quality restaurants, build new restaurants in all its markets and with all its brands, and improve the economics of the KFC Europe and Taco Bell businesses. In addition, the Group will continue to pursue KFC acquisition opportunities where available. Organisational capability is continually being strengthened to support this growth. KFC AUSTRALIA The plan for the KFC Australia business is to continue to optimise operational systems, expand the digital and delivery channels, elevate people capabilities, and deliver the targeted number of new builds. KFC EUROPE In Europe, the focus will be on driving sales growth and improve margins, particularly in the Netherlands, building new restaurants and elevating organisational capability. TACO BELL Taco Bell will continue to drive sales growth through building more restaurants and enhancing its marketing capabilities. The focus will remain on driving awareness and trial and improving the economic model. 16 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 4 of 116 DIRECTORS' REPORT (CONTINUED) Key risks The Group’s risk management program has been designed to establish a sound system of risk oversight, management and internal controls by having a framework in place to identify, assess, monitor and manage risk. Since the start of the global COVID-19 crisis, Collins Foods further enhanced its procedures to ensure the health and safety of its employees and customers while at the same time implementing measures to maximise sales and tightly manage costs. We continue to monitor the impact of COVID-19 and business as usual activity on our risk profile. The key risks faced by the Group that have the potential to affect the financial prospects of the Group, as disclosed above, and how the Group manages these risks, include: • food safety - there is a risk that the health and safety of the public is compromised from food products. We address this risk through robust internal food safety and sanitation practices, audit programs, customer complaint processes, supplier partner selection protocols and communication policy and protocols. International and national regulatory bodies maintain that there is no evidence that COVID-19 is transmitted through food. Re-enforcing stringent food safety and hygiene practices during this time is the priority with the focus on illness exclusion policies, hand washing practices and hygiene and cleaning standards; • workplace health and safety - there is a risk that the Group does not provide a safe working environment for its people, contractors and the community. We address this risk through robust internal work health and safety practices, the implementation of initiatives and education programs with a focus on preventative measures with enhanced dedicated support in high risk areas to ensure the wellbeing of our key stakeholders. Since March 2020, there has been an increased focus on health, hygiene and social distancing practices (front of and back of house) across all brands, with staff kept up to date on a regular basis; • culture and people - there is a risk that the Group’s culture and people are negatively impacted by new acquisitions and growth and/or are not aligned or sustainable to support strategic priorities. We address this risk through deploying contemporary people practices, reward and recognition programs, talent management strategies and designation of appropriate human resources. As part of the COVID-19 response, the Group significantly increased the frequency of communications with both restaurant employees and support centre employees. Feedback through employee surveys has confirmed that the vast majority of our employees feel supported and well informed during this unprecedented and challenging time; • brand growth and diversification (non-KFC) - there is a risk that the Group does not successfully grow emerging brands and/or acquire and integrate new brands. We address this risk through having an experienced management team, robust project management processes involving trials and staged rollouts and regular strategic reviews and driving sales and financial performance in Taco Bell; • deterioration of KFC brand - there is a risk that the global KFC brand and reputation is damaged impacting the brand’s performance in Australian and European markets. We address this risk through maintaining a close working relationship with the franchisor, having our team members sit on relevant KFC advisory groups and committees and monitoring compliance obligations. Metrics around brand health as part of regular marketing tracking have continued to reflect KFC’s position as a strong, trusted brand in the Australian market. Performance during the COVID-19 crisis has reflected this strength as external research indicated that consumers gravitate toward trusted, safe brands in a time of crisis, and KFC’s trading performance since the onset of the crisis is testament to the brand reputation being well-regarded; • supply chain disruption - there is a risk that the Group’s inability to source key food and consumable products in an ethical manner, at the quality required, within the prescribed time frames. We address this risk through use of multiple suppliers where possible with a diverse geographic base with multiple distribution routes. During COVID-19, supply chain continuity has been maintained; Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 5 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 17 Directors' report DIRECTORS' REPORT (CONTINUED) Key risks (continued) • systems integrity and cyber security - there is a risk that key systems are not sufficiently stable, integrated and/or secure to support business operations and decision making. We address this risk through the increase of financial and human resources to the systems function and implementation of a systems and cyber security plan. The outbreak of COVID-19 and the resultant “work from home” mobilisation has increased this risk. We are managing this risk by increasing network monitoring, deploying multi-factor authentication and increasing communication to employees to reduce the impact of potential phishing attacks; • inability to identify and react to consumer and competitive behaviour - during COVID-19, we have responded to all government-imposed restrictions and the resultant changes in customer behaviour. Collins Foods have concentrated efforts toward consumer shifts in behaviour during the COVID-19 crisis, including quick and well-executed launches of delivery models and an expansion of cooperation with delivery aggregators in all brands in Australia as well as KFC Europe; and • inability to adapt, innovate and change - there is a risk that the Group’s inability to adapt, innovate and manage change may negatively influence achievement of strategic and business priorities. We address this risk through having an experienced management team, robust fit for purpose project and change management practices involving pilots/trials and staged rollouts and regular strategic reviews. Since the COVID-19 crisis evolved, significant changes have been put in place across restaurants and moving the restaurant support centre to a fully functional work from home model within a short amount of time. Teams have shown incredible resourcefulness and commitment to finding solutions. Both KFC and Taco Bell have been able to rapidly respond to all government restrictions and provide great tasting, great value food to customers in a contactless way. Both brands have increased the level of digital communications with customers and the number of restaurants offering delivery. Collins Foods works toward ensuring that risk management practices are embedded into all processes and operations. Collins Foods is exposed to an element of climate related risks such as floods, drought and bushfires. Collins Foods continuously seeks opportunities to reduce the environmental impact of its operations across all its restaurants, whether they are owned and operated in a franchisor or franchisee capacity. In 2021, Collins Foods will release its inaugural sustainability report describing the environmental, social and governance related initiatives and opportunities relevant to Collins Foods. The first modern slavery statement for Collins Foods was published in calendar year 2020 and the second modern slavery statement will be published in the second half of calendar year 2021. In light of its partnership with the franchisor of its KFC Australia restaurants, it is suggested that the Collins Foods modern slavery statement and sustainability report be read together with the KFC Australia modern slavery statement and Social Impact report both available via its website: www.kfc.com.au. DIVIDENDS Dividends paid to members during the financial period were as follows: Cents per share Total amount $000 Franked/ Unfranked Date of payment Final ordinary dividend for the financial period ended 3 May 2020 10.50 12,241 Franked 24 July 2020 Interim ordinary dividend for the financial period ended 18 October 2020 Total 10.50 21.00 12,241 Franked 18 December 2020 24,482 In addition to the above dividends, since the end of the financial period the Directors of the Company have declared the payment of a fully franked final dividend of 12.50 cents per ordinary share $14.6 million) to be paid on 22 July 2021 (refer to Note B4 of the Financial Report). 18 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 6 of 116 DIRECTORS' REPORT (CONTINUED) MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL PERIOD On 17 March 2021, Collins Foods Netherlands Limited entered into a Share Purchase Agreement for €2,250,000 to buy 1 KFC restaurant from Kia Ora Holding B.V. The deal settled on 1 June 2021. The Group is not aware of any other matters or circumstances that have arisen since the end of the financial year which have significantly or may significantly affect the operations and results of the Group. 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. Additional comments on expected results of operations of the Group are included in the operating and financial review section of this Report (refer above). 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 Robert Kaye SC LLB, LLM Experience and expertise Robert Kaye SC is a barrister, mediator and professional Non executive Director. Recognised for his strategic and commercially focused advice, Robert has acted for various commercial enterprises - both public and private - across media, retail, FMCG, property development, mining and engineering sectors. Drawing on his experience as a senior member of the NSW Bar, including serving on the Professional Conduct Committee and Equal Opportunity Committee, Robert has a strong emphasis on Board governance and is well versed in Board processes. Robert has significant cross border experience, including corporate restructuring and M&A across North America, Europe, Asia, and the Australia and New Zealand region. In addition to his role as Non executive Chairman of Collins Foods, Robert is a Non executive Director of Magontec Limited. He was formerly Non executive Chairman of Spicers Limited and the Chairman of the Macular Disease Foundation Australia and Non executive Director of UGL Limited, HT&E Limited, Blue Sky Alternative Investments Limited. Other current listed directorships Former listed directorships in last 3 years Magontec Limited (2013 - current) Blue Sky Alternative Investments Limited (Dec 2018 - May 2019) HT&E Limited (Feb 2018 - Sep 2018) Spicers Limited (Sep 2012 - Sep 2017) UGL Limited (Aug 2015 - Jan 2017) Special accountabilities Independent Non executive Chair Audit and Risk Committee member Remuneration and Nomination Committee member Relevant interests in share capital issued by the Company at the date of the report 52,872 shares Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 7 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 19 Directors' report DIRECTORS' REPORT (CONTINUED) Information on directors (continued) Christine Holman PGDipBA, MBA, GAICD Experience and expertise Christine brings more than 20 years' of extensive commercial and Board experience across a variety of areas including mergers and acquisitions, finance, sales, technology, digital transformations, and marketing to Collins Foods. Currently, Christine serves on the Board of ASX companies: CSR Ltd, Blackmores Limited and Metcash Limited, and the Board of the Moorebank Intermodal Company (a Federal Government Business Enterprise - GBE) as a Non-executive Director and Chair of the Audit and Risk Committee. In line with her passion for cricket and preserving the heritage and history of the game and our nation, Christine sits on the Boards of the Bradman Foundation, the ICC T20 World Cup and the State Library of NSW Foundation. Christine also serves on the Board of the McGrath Foundation. In her previous executive capacity, as both CFO & Commercial Director of Telstra Broadcast Services, Christine brings a deep understanding of legacy and emerging technologies supported by strategies related to growing businesses and digital transformations. During her time in private investment management, Christine assisted management and the Board of investee companies on strategy and corporate development, mergers and acquisitions, financial restructures and turnarounds, leading due diligence teams, managing large complex commercial negotiations and developing growth opportunities. Christine holds a Masters in Business Administration and a Post Graduate Diploma in Management from Macquarie University and is a Graduate of the Australian Institute of Company Directors’ Company Directors Course. Christine is member of the Chief Executive Women (CEW) and the International Women’s Forum (IWF). Other current listed directorships CSR Limited (Oct 2016 - current) Blackmores Limited (Mar 2019 - current) Metcash Limited (Oct 2020 - current) Former listed directorships in last 3 years WiseTech Global Ltd (Dec 2018 - Oct 2019) HT&E Ltd (Nov 2015 - Dec 2018) Vocus Ltd (Aug 2017 - Nov 2017) Special accountabilities Independent Non-executive Director Audit and Risk Committee member Remuneration and Nomination Committee member Relevant interests in share capital issued by the Company at the date of the report 14,000 shares 20 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 8 of 116 DIRECTORS' REPORT (CONTINUED) Information on directors (continued) Newman Manion Experience and expertise Newman has significant experience in the food franchise industry, obtained over a period of more than 38 years gained over various roles with Yum! (Franchisor of KFC) since 1982. Previously, Newman served as a Board member of 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). Newman was previously Vice President, Operations for Yum!’s Asian franchise business (from 2004 until 2010). Newman is currently also a Retail Consultant to Acre Food Group (since October 2020). Other current listed directorships Former listed directorships in last 3 years None other than Collins Foods Limited None other than Collins Foods Limited Special accountabilities Non-executive Director Audit and Risk Committee member Remuneration and Nomination Committee member Relevant interests in share capital issued by the Company at the date of the report 21,820 shares Bronwyn Morris AM B. Com, FCA, FAICD Experience and expertise Bronwyn has extensive experience as a Non-executive Director and Chair. She is a Chartered Accountant and a former partner of KPMG. Bronwyn worked with the firm and its predecessor firms in Brisbane, London and the Gold Coast. Bronwyn has served on the Boards of a broad range of companies and brings strong financial and commercial experience acquired from her professional services background and various governance roles. She has a particular interest in risk management and compliance, including in regulated entities. Bronwyn has served as Chair of, or a member of, Audit and Risk Committees, Remuneration and Nominations Committees with respect to both her Board roles and other independent appointments. Bronwyn is a director of Dalrymple Bay Infrastructure Limited, Royal Automobile Club of Queensland Limited (previous President and Chair), its wholly-owned subsidiaries RACQ Insurance Limited and RACQ Bank, and Menzies Health Institute Queensland. She is Chair of Queensland Urban Utilities and the RACQ Foundation. Bronwyn is a member of Chief Executive Women (CEW). Dalrymple Bay Infrastructure Limited (Oct 2020 - current) Watpac Limited (Feb 2015 - Sep 2018) Other current listed directorships Former listed directorships in last 3 years Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 9 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 21 Directors' report DIRECTORS' REPORT (CONTINUED) Information on directors (continued) Special accountabilities Independent Non-executive Director Audit and Risk Committee Chair Remuneration and Nomination Committee member Relevant interests in share capital issued by the Company at the date of the report 16,456 shares Kevin Perkins Experience and expertise Kevin is a highly experienced executive in the Quick Service Restaurant (QSR) and casual dining segments of the Australian restaurant industry. He has had more than 40 years’ experience with the Collins Foods Group, having overseen its growth both domestically and overseas over that time. Kevin is the Non-executive Chairman of Sizzler USA Acquisition, Inc. He holds 100% of the common stock in Sizzler USA Acquisition, Inc. Sizzler USA Acquisition, Inc operates or franchises Sizzler restaurants across the United States and Puerto Rico. The operations of Collins Foods and Sizzler USA Acquisition, Inc are separate. Other current listed directorships Former listed directorships in last 3 years None other than Collins Foods Limited None other than Collins Foods Limited Special accountabilities Non-executive Director Audit and Risk Committee member Remuneration and Nomination Committee member Relevant interests in share capital issued by the Company at the date of the report 7,221,484 shares Russell Tate B. Com (Econ.) Experience and expertise Russell has more than 33 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 Chair from 2006 to 2008, and Deputy Chair (Non executive) from 2008 to 2011. He was Chair (Non executive) of Collins Foods Limited from its listing in 2011 until March 2015 and remained Executive Chair of ASX listed Macquarie Radio Network Limited (now Macquarie Media Limited) from 2009 until 2018 and Non-executive Chair until November 2019. He is also a Director of One Big Switch Pty Ltd (since 2012). None other than Collins Foods Limited Macquarie Media Limited (2008 - Nov 2019: Executive Chair 2009 to 1 July 2018 & Non-executive Chair from 1 July 2018 to Nov 2019) Other listed current directorships Former listed directorships in last 3 years 22 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 10 of 116 DIRECTORS' REPORT (CONTINUED) Information on directors (continued) Special accountabilities Independent Non-executive Director Audit and Risk Committee member Remuneration and Nomination Committee Chair Relevant interests in share capital issued by the Company at the date of the report 21,820 shares Graham Maxwell - Former Managing Director and Chief Executive Officer from September 2014 to 1 July 2020 Experience and expertise Graham is an experienced senior executive of corporate and franchise businesses, predominantly in fast moving consumer goods and fast foods, both in Australia and internationally. He is a commercially astute management professional with proven success in leveraging and growing businesses through their brands. Prior to his joining Collins Foods, Graham spent more than six years working for Yum! Brands Inc (Yum!) in a number of capacities. His last position with Yum! was as Managing Director for KFC Southern Africa. Other current listed directorships Former listed directorships in last 3 years None other than Collins Foods Limited None other than Collins Foods Limited Special accountabilities Former Managing Director and CEO Relevant interests in share capital issued by the Company at the date of the report 100,000 shares and 142,241 performance rights Company secretary Frances Finucan LLB (Hons), BA (Modern Asian Studies), FGIA, MQLS, GAICD The Company Secretary, Frances Finucan, was appointed to the role on 17 July 2013. Frances’ experience in legal, commercial and corporate governance has been gained whilst working in legal, regulatory and company secretarial roles in Australia over 18 years. MEETING OF DIRECTORS The numbers of meetings of the Company's board of Directors and of each board committee held during the FY20 and FY21 years, and the numbers of meetings attended by each Director were: BOARD AUDIT AND RISK COMMITTEE REMUNERATION AND NOMINATION COMMITTEE FY21 meetings(1) Meetings attended FY20 meetings(1) Meetings attended FY21 meetings(1) Meetings attended FY20 meetings(1) Meetings attended FY21 meetings(1) Meetings attended FY20 meetings(1) Meetings attended Robert Kaye SC Christine Holman Newman Manion(2) Bronwyn Morris AM Kevin Perkins Russell Tate 14 14 14 14 14 14 14 14 14 14 14 13 15 9 15 15 15 15 15 8 14 14 14 14 6 6 6 6 6 6 6 6 6 6 6 6 6 2 * 6 6 6 6 2 * 6 6 6 5 5 5 5 5 5 5 5 5 5 5 5 7 3 * 7 7 7 7 3 * 7 7 7 (1) FY21 and FY20 meetings represents the number of meetings held during the time the Director held office or membership of a Committee during the period. (2) Joined as member of Audit and Risk Committee and Remuneration and Nomination Committee from 21 April 2020. * Not a member of the relevant Committee. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 11 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 23 DIRECTORS' REPORT (CONTINUED) Directors' report Dear Shareholders Like most Australian companies, virtually every aspect of Collins Foods’ operations in the 2021 financial year has been to some extent disrupted by the COVID-19 pandemic. Throughout the entire year we suffered from varying degrees of enforced restrictions on trading across all our brands and geographies, we were forced to shut down our Sizzler Australia division which was based entirely on in-house dining, and we needed to very quickly change our operating models and systems, and customer interfaces, across our entire network of KFC and Taco Bell restaurants which had previously relied heavily on in-store sales. But notwithstanding these COVID-related disruptions and the great challenges created for our European operations and for our Taco Bell Australia division especially, the company achieved record earnings results for the 2021 financial year, thanks to a combination of an outstanding executive leadership team headed by CEO, Drew O’Malley, the quality and dedication of our management and staff at every level, and the strength of our KFC brand and the customer loyalty and trust it enjoys. The team’s focus on people and operations, in particular its digital initiatives and rapid expansion of our delivery network in Australia provided the base for KFC Australia to be the standout performer across all divisions and take full advantage of the opportunities created by COVID. KFC Australia achieved revenue growth of 13.8% over prior year levels while still improving EBITDA margin. The outstanding results achieved by KFC Australia and consequently for Collins Foods overall, meant that Short Term Incentive payments were triggered for all Australian based KMP’s and over 100 of our management and support teams. Some vesting of performance rights held by KMP under their Long Term Incentive plans was also triggered for the 3 year performance period of financial years FY19, FY20 and FY21. Full details are contained in the Remuneration Report. Our Sizzler brand was hardest hit by the COVID-19 pandemic and the company took the difficult decision to shut it down in November 2021. At that time, Sizzler employed 110 permanent and 492 casual staff. All were offered redundancy packages and access to outplacement support, and we were able to re-deploy 96 of them into our KFC and Taco Bell networks. Prior to the shut-down of Sizzler Australia, the company had received JobKeeper payments but took the decision to bear the costs of all wages paid and returned all of the $1.8m of JobKeeper payments received. Collins Foods’ executive team was significantly strengthened during FY2021 by the appointments of Hans Miete (CEO of KFC Europe) and Adam Thatcher (Chief Legal and Compliance Officer) and will be further strengthened in the current financial year when Helen Moore joins the team in June 2021 as Chief Operating Officer of KFC Australia. For the 2022 financial year we have made some changes to the performance components of our Short Term and Long Term Incentive Plans by introducing an additional performance measure to each – in the case of the Short Term Plan that measure relates to defined environment, social and governance initiatives and for the Long Term Plan it is a Relative Total Shareholder Return. We have also revised value entitlements for certain KMP’s in both plans, and the payout table for EBITDA entitlements - full details of changes are contained in the Remuneration Report. Finally on behalf of the Board I would like to congratulate and thank everyone of our over 15,000 employees for their contribution to our 2021 financial results. Yours sincerely Russell Tate Independent Non-executive Director Chair of the Remuneration and Nomination Committee Collins Foods Limited Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 12 of 116 24 ANNUAL REPORT 2021 COLLINS FOODS LIMITED DIRECTORS' REPORT (CONTINUED) Remuneration report Persons covered by this Remuneration Report This Remuneration Report covers the remuneration of Non-executive Directors, the Former Managing Director and CEO, current CEO and employees (KMP Executives) who have authority and accountability for planning, directing and controlling the activities of the consolidated entity (collectively, KMP). Further biographical information regarding KMP, is set out in either the “Director Information” section of the Director’s Report or www.collinsfoods.com. The roles and individuals addressed in this report are set out below. Name Title and Role Robert Kaye SC Independent Non-executive Chair, Audit and Risk Committee member, Remuneration and Nomination Committee member Christine Holman Independent Non-executive Director, Audit and Risk Committee member, Remuneration and Nomination Committee member Newman Manion Non-executive Director, Audit and Risk Committee member and Remuneration and Nomination Committee member Bronwyn Morris AM Independent Non-executive Director, Audit and Risk Committee Chair, Remuneration and Nomination Committee member Kevin Perkins Non-executive Director, Audit and Risk Committee member, Remuneration and Nomination Committee member Russell Tate Drew O’Malley(1) Hans Miete(2) Nigel Williams Dawn Linaker Graham Maxwell(3) Mark van't Loo(4) Independent Non-executive Director, Remuneration and Nomination Committee Chair, Audit and Risk Committee member Chief Executive Officer (CEO) CEO – Collins Foods Europe Ltd (CEO – CF Europe) Group Chief Financial Officer (Group CFO) Chief People Officer (CPO) Former Managing Director and CEO Former CEO - Collins Foods Europe Ltd (CEO - CF Europe) (1) Appointed as Chief Executive Officer - Collins Foods Limited effective 1 July 2020 (2) Appointed as Chief Executive Officer Europe effective 5 October 2020 (3) Managing Director and Chief Executive Officer from 29 September 2014 to 1 July 2020 (4) Chief Executive Officer Europe from 4 May 2020 until 18 September 2020 Overview of Remuneration Governance Framework and Strategy The performance of the Group is contingent upon the calibre of its Directors and executives. The Remuneration and Nomination Committee is accountable for making recommendations to the Board on the Group’s remuneration framework. The framework has been developed to support the following key principles: • a policy that enables the Company to attract and retain capable and experienced Directors and Executives who create value for shareholders; • rewards the achievement of both annual and long-term performance objectives appropriate to the Company's circumstances and goals; • transparency; • demonstrates a clear relationship between performance and remuneration; • motivates the KMP Executives to pursue sustainable growth and innovation aligned with shareholder’s interests; Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 13 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 25 Directors' report DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) • has a key focus on prevailing market conditions; and • alignment of reward at all levels of staff, reflecting both equity of treatment and fairness to shareholders. In carrying out its accountabilities, the Remuneration and Nomination Committee is authorised to obtain external professional advice as it determines necessary. As at the end of the reported period, the Remuneration and Nomination Committee was comprised of Non-executive Directors only, with a majority being independent. The role and accountabilities of the Committee are outlined in the Remuneration and Nomination Committee Charter, available on the Company’s website together with other remuneration governance policies. The Board has ultimate accountability for signing off on remuneration policies, practices and outcomes. The Remuneration and Nomination Committee operated in accordance with the aims and aspirations of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (Principles and Recommendations) and seeks input regarding remuneration governance from a wide range of sources. These include shareholders, Remuneration and Nomination Committee members, stakeholder groups including proxy advisors, external remuneration consultants, other experts and professionals such as tax advisors and lawyers and Company management to understand roles and issues facing the Company. EXECUTIVE REMUNERATION The following outlines the policy that applies to KMP Executives whose remuneration is structured taking into consideration the following factors: • the Group’s key principles governing the remuneration framework and application; • the level and structure of remuneration elements offered to executives of other publicly listed Australian companies with similar financial and operational attributes; • the position and accountabilities of each KMP Executive; • market-based benchmarks reflecting the structure and level of reward and alignment to KMP performance; • the need to strike an appropriate balance between short term and long term incentives; • internal relativities and external market factors that require consideration having regard to individual contributions and shareholder expectations; • that fixed remuneration policy guidelines be set with reference to relevant market practices; • that remuneration should be reviewed annually and be made up of: - - - - - Base Salary (BS) being salary and superannuation; Other Benefits being any cash benefits beyond Base Salary, allowances (such as car allowance), any applicable non-cash fringe benefits (such as the payment of health insurance premiums on behalf of the employee) and salary sacrifice arrangements, but excluding leave entitlements, short term and long term incentive rewards as below; Total Fixed Remuneration (TFR) the sum total of Base Salary and Other Benefits; Short Term Incentive (STI) which provides a cash reward for performance outcomes compared to agreed annual objectives; Long Term Incentive (LTI) which provides an equity-based reward reflective of meeting shareholder aligned reward by way of compound earnings per share growth over a three year performance period (Compound EPS Growth). From FY22, growth in relative total shareholder returns (Relative TSR) over the same three year performance period will be introduced as a second performance metric. Annual awards under the LTI program are not linked to the annual incentive; 26 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 14 of 116 DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) - Total Reward (TR) which represents the sum of the above elements consisting of Total Fixed Remuneration, an annual incentive (STI) and a long term incentive (LTI) having regard to market practice, internal relativity and key drivers of shareholder returns; • TR should be structured with reference to market practice and the setting in which the Company operates in various regional and global markets, having regard to both short and longer term economic and performance factors; • TR will be managed within a range that allows for the recognition of both company and individual performance while contributing to the organisation’s ability to retain and attract individuals with appropriate skills and experience to meet the organisation’s goals; • exceptions will be managed separately to ensure that individuals with particular expertise are retained in, and where required, attracted to, the business; • termination benefits will generally be limited to the default amount that may be provided for without shareholder approval, as allowed for under the Corporations Act, and will be specified in employment contracts. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 15 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 27 Directors' report DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) REMUNERATION POLICY AND LINK TO PERFORMANCE The executive remuneration framework components and their links to performance outcomes are outlined below: Remuneration component Total Fixed Remuneration STI LTI Purpose Performance metrics Potential value Considerations for FY 22 To provide competitive market salary including superannuation and Other Benefits Rewards for annual performance Reward for contribution to creation of shareholder value over the longer term Nil Positioned to reflect the market rate and individual attributes Reviewed in line with market positioning (comparison undertaken by independent third party) • EBITDA (pre AASB16) performance against a pre-determined target level and award scale • improvement to Guest Experience Survey (GES) results against pre-determined target levels • weighting between the two metrics is 80% EBITDA performance and 20% GES Three year compound earnings per share growth performance CEO: 50% of Base Salary for target performance, with a maximum opportunity up to 75% of Base Salary. Other KMP Executives: 40-50% of Base Salary for target performance, with a maximum opportunity up to 60-75% of Base Salary CEO: 50% of Base Salary for target performance, with a maximum opportunity of 100% of Base Salary. Other KMP Executives: 25% of Base Salary for target performance, with a maximum opportunity of up to 50% of Base Salary Introduction of a third performance measure relating to ESG initiatives. Weighting for all KMP Executives: EBITDA 70%; GES 15%; ESG 15%. STI target eligibility no longer set at 95% of EBITDA target. EBITDA target must be at least equal to prior reported period actual EBITDA. Increase of potential value for CPO to 50% of Base Salary for target performance in line with Other KMP Executives. Achievement of the EBITDA target is an overriding hurdle to trigger any STI payments Introduction of a second performance measure being Relative Total Shareholder Return (TSR) against an ASX200 index. TSR performance measure and current compound EPS growth measure to each determine 50% of LTIP benefit. Refer below to “Long Term Incentive Plan (LTIP)” “FY22 offers”. No changes to entitlement levels for Group CEO. Entitlement levels for other KMP Executives increased to 40% of Base Salary for target performance, with a maximum opportunity of up to 80% of Base Salary FIXED REMUNERATION Total Fixed Remuneration consists of salary, superannuation contributions and Other Benefits. Fringe benefits tax on these benefits where required is incorporated in Total Fixed Remuneration. 28 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 16 of 116 DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) The Group aims to position KMP Executives generally in the third quartile of benchmarked companies’ remuneration levels and above market average, with flexibility to take into account capability, experience, and current and future value to the organisation. Fixed remuneration for KMP Executives is reviewed annually or on promotion and is benchmarked against market data for comparable roles in the market with entities of a similar size. There is no guaranteed increase to fixed remuneration included in any KMP Executive’s contract. VARIABLE REMUNERATION SHORT TERM INCENTIVE PLAN (STIP) Incentives under the Group’s STIP are at risk components of remuneration provided in the form of cash. The STIP entitles KMP Executives to earn an annual cash reward payment if predefined targets are achieved. The level of the incentive is set with reference to role accountabilities and Group performance. The Group CEO was offered a target based STI opportunity equivalent to 50% of Base Salary for target performance, with a maximum opportunity of up to 75% of Base Salary. Other KMP Executives were offered a target based STI equivalent to between 40% and 50% of their Base Salary for target performance with a maximum opportunity of up to 60%-75% of the Base Salary. SHORT TERM INCENTIVE PERFORMANCE METRICS FY21 and FY22 STIP For FY21, two measures were used to determine awards under the Company’s Short Term Incentive Plan (STIP) - EBITDA (Earnings Before Interest Tax Depreciation and Amortisation) and GES (Guest Experience Survey). An overriding hurdle of greater than 95% of target EBITDA was required to trigger any STI payment. The Board has determined that from FY22, the 95% threshold for STI payments will be removed and STI payments will be triggered at EBITDA target level which must at least equal actual EBITDA achieved in the prior year. EBITDA calculations for the purpose of calculating incentives payable under the STIP continue to be assessed on a pre-AASB16 basis. The GES measure was introduced as a secondary measure in FY19 reflecting the Group’s core belief that continued improvement in customer experiences with our brands and our people will underpin our potential for future growth. The Guest Experience Survey is the global KFC and Taco Bell measure of real customer experiences. It directly relates to the customer feedback targeting executional areas such as food quality, speed of service, hospitality, cleanliness and maintenance of facilities. The Guest Experience Survey program is the franchisor’s global barometer of executional excellence and is administered by an independent third party provider on a month by month basis. The two measures, EBITDA and GES, are calculated separately and have different targets, thresholds and award scales. The weighting between the two measures for FY21 was 80% EBITDA performance and 20% GES. From FY22, a third performance measure will be introduced to the STIP. It will reward executives for achievement of agreed ESG targets. The weighting between the three measures for FY22 will be 70% EBITDA performance, 15% GES and 15% ESG. Achievement of the EBITDA target is an overriding hurdle to trigger any STI payments. Impact of non-financial performance The Board has the discretion to withdraw in full or adjust downwards, STI and LTI outcomes, in the event of mismanagement and or failures in governance, risk management, regulatory compliance, conduct and behaviours that breach the Collins Foods Group Code of Conduct, which the Board deems may have a deleterious effect on Collins’ brand, reputation, employees, customers and shareholder value. Examples of failures include but are not limited to wage non-compliance, employee visa non-compliance, qualified internal audit reports noting material control failures, food safety, employee and customer safety, taxation, regulatory notices of non-compliance etc. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 17 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 29 Directors' report DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) Maximum opportunity: EBITDA result The FY21 award scale based upon the actual EBITDA result achieved is set out below: STANDARD % PAYOUT TABLE % EBITDA target achieved % target bonus earned 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 0 20 40 60 80 100 105 110 115 120 125 130 135 140 145 150 The FY22 award scale based upon the actual EBITDA result achieved will be set out below: STANDARD % PAYOUT TABLE % EBITDA target achieved % target bonus earned 100 101 102 103 104 105 106 107 108 109 110 100 108 115 123 128 133 138 143 145 148 150 Maximum opportunity: GES result The FY21 award scale based upon the actual GES results achieved is set out below: 30 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 18 of 116 DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) STANDARD % PAYOUT TABLE % GES target achieved % target bonus earned 95 96 97 98 99 100 101 102 103 104 105 0 20 40 60 80 100 110 120 130 140 150 Maximum opportunity: GES and ESG results The FY22 award scale based upon the actual GES (15%) and ESG (15%) results achieved will be as set out below: STANDARD % PAYOUT TABLE % GES/ESG target achieved % target bonus earned 100 101 102 103 104 105 100 110 120 130 140 150 Delivery method for STI Calculations are performed and payments made following the end of the measurement period and the external audit of the Group’s annual audited financial report. Payments are made with PAYG deducted. Board discretion While the Board has discretion to adjust remuneration outcomes up or down to prevent any inappropriate award outcomes it chose not to exercise its discretion in respect of the 2021 financial year. Forfeiture STI is forfeited in the event of cessation of employment due to dismissal for cause, for reasons other than for cause and where the employee terminates their employment prior to the actual payment of the STI, fraud, defalcation or gross misconduct by the participant. LONG TERM INCENTIVE PLAN (LTIP) Currently, the LTIP is an annually offered at risk equity component of remuneration for KMP Executives and nominated senior Executives ensuring that their interests in enhancing the mid to longer term growth potential of the Company are aligned with the interests of shareholders. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 19 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 31 Directors' report DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) LONG TERM INCENTIVE PERFORMANCE METRICS Form of equity The LTIP is in the form of a performance rights plan. Rights awarded are subject to three year performance hurdles and service vesting conditions. The performance rights confer the right (following valid conversion) to the value of a share at the time, either settled in shares that may be issued or settled in the form of cash at the discretion of the Board (a feature intended to ensure appropriate outcomes in the case of separation). There is no entitlement to dividends during the measurement period. LTI value The Board retains discretion to determine the value of LTI to be offered each reporting period, subject to shareholder approval in relation to Directors. For performance rights to be granted in FY22 with a performance period including FY22, FY23 and FY24, the number of performance rights granted will be based upon a dollar value divided by the VWAP five trading days before and five trading days after the announcement of the Company’s FY21 audited financial results. This VWAP basis of measurement is consistent with prior year. In years previous to that, the number of performance rights granted was based upon a dollar value divided by the VWAP for the five trading days prior to the date of offer which was typically after the AGM in August/September. However a decision was made to change this basis of measurement from FY21 following independent advice, consideration of prevailing market practice and closer alignment with release of the Group financial results. Measurement Period The measurement period will include three reporting periods unless otherwise determined by the Board. Measurement periods of three years combined with annual grants will produce overlapping cycles that will promote a focus on producing long term sustainable performance/value improvement and mitigates the risk of manipulation and short-termism. The measurement period for FY21 offers commenced 4 May 2020 and ends 30 April 2023 for the performance period of FY21, FY22 and FY23. The measurement period for FY22 offers commences on 3 May 2021 and ends 28 April 2024 for the performance period of FY22, FY23 and FY24. Vesting conditions The Board has discretion to set vesting conditions for each offer. Performance rights that do not vest will lapse. FY21 and FY22 offers As reported in FY20, to more appropriately reflect market conditions and hurdles adopted by others in similar consumer businesses, an adjustment to the Stretch/ Maximum performance level was made for performance rights offered in FY21 onwards. This change was made after a review of market practices undertaken with the assistance of an independent remuneration consultant. The threshold and target EPS growth hurdles remain unchanged from FY20. 32 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 20 of 116 DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) The following vesting scale applied to the performance rights offered in FY21 and will apply to performance rights offered in FY22: Performance Level Annualised EPS growth (CAGR) % of max/ stretch/ grant vesting Stretch/Maximum Between Target and Stretch Target Between Threshold and Target Threshold Below Threshold 16.5% >11%, <16.5% 11% >5.5%, <11% 5.5% <5.5% 100% Pro-rata 50% Pro-rata 25% 0% EPS will be measured by calculating the compound growth in the Company’s underlying (pre AASB 16) basic EPS over the performance period. The underlying (pre AASB 16) basic EPS is disclosed in the Operating and Financial Review of the Directors Report within the Group’s annual audited financial reports. The Board retains a discretion to adjust the EPS performance condition to ensure that participants are not penalised nor provided with a windfall benefit arising from matters outside of management’s control that affect EPS (for example, excluding one-off non-recurrent items or the impact of significant acquisitions or disposals). The Board has determined that from FY22, a second performance condition of Relative Total Shareholder Return (TSR) will be introduced to the LTIP, based on a volume weighted average share price (VWAP) benchmark of ten trading days either side of our 2021 results announcement on 29 June 2021. Measurement will be against the VWAP benchmark ten days either side of the announcement of our financial results in late June 2024. The Board will determine an appropriate ASX 200 index which is sufficiently broad to measure relativity from the start of the performance period. Compound EPS growth will continue as a performance condition weighted equally with Relative TSR. Relative TSR performance will be tested at the same time as Compound EPS Growth in accordance with the following vesting schedule: Relative TSR of Collins Foods Limited Proportion of performance rights to vest Below the 50th percentile At the 50th percentile 0% 25% Between the 50th percentile and 75th percentile 3% for each 1% >50%, <75% At or above the 75th percentile 100% Retesting The plan rules do not contemplate retesting and therefore retesting is not a feature of the Company’s current LTI offers. Amount payable for performance rights No amount is payable for performance rights. The value of rights is included in assessments of remuneration benchmarking and policy positioning. Conversion of vested performance rights Under the plan rules, the conversion of performance rights to shares occurs automatically upon vesting conditions being declared by the Board as having been met, except where the Board exercises its discretion to settle in the form of cash. Vesting is determined following receipt of the audited accounts for the relevant performance periods. No amount is payable by participants to exercise vested performance rights in respect of any grants. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 21 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 33 Directors' report DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) Disposal restrictions and other related matters The Company may impose a mandatory holding lock on the shares or a participant may request they be subject to a voluntary holding lock. Performance rights are not entitled to receive a dividend. Any shares issued or transferred to a participant upon vesting of performance rights are only entitled to dividends if they were issued on or before the relevant dividend record date. Shares issued or transferred under the LTIP rank equally in all respects with other shares on issue. In the event of a capital reconstruction of the Company (consolidation, subdivision, reduction, cancellation or return), the terms of any outstanding performance rights will be amended by the Board to the extent necessary to comply with the listing rules at the time of reconstruction. Any bonus issue of securities by way of capitalisation of profits, reserves or share capital account will confer on each performance right, the right: • to receive on exercise or vesting of those performance rights, not only an allotment of one share for each of the performance rights exercised or vested but also an allotment of the additional shares and/or other securities the employee would have received had the employee participated in that bonus issue as a holder of shares of a number equal to the shares that would have been allotted to the employee had they exercised those Incentives or the performance rights had vested immediately before the date of the bonus issue; and • to have profits, reserves or share premium account, as the case may be, applied in paying up in full those additional shares and/or other securities. Subject to a reconstruction or bonus issue, performance rights do not carry the right to participate in any new issue of securities including pro-rata issues. Performance rights will not be quoted on ASX. The Company will apply for quotation of any shares issued under the LTIP. Cessation of employment In the event of cessation of employment within 12 months of the date of grant, unvested performance rights are forfeited. In the event of cessation of employment after 12 months but before the conclusion of the vesting period, unvested performance rights are considered forfeited, unless otherwise determined by the Board, in which case any service condition will be deemed to have been fulfilled as at the testing date and the performance rights remain subject to performance testing along with other participants. It is noted that the Board has discretion to allow “Good Leavers” to retain their participation in the LTIP beyond the date of cessation of employment when deemed appropriate to the circumstances. Change of control of the Company If in the opinion of the Board a change of control event has occurred, or is likely to occur, the Board may declare a performance right to be free of any vesting conditions and, if so, the Company must issue or transfer shares in accordance with the LTIP rules. In exercising its discretion, the Board will consider whether measurement of the vesting conditions (on a pro-rata basis) up to the date of the change of control event is appropriate in the circumstances. MIX OF BASE SALARY AND INCENTIVES BASED REMUNERATION AND PROPORTIONALITY The following table shows the anticipated range of remuneration mix that was offered for current KMP Executives during FY21, for target performance. Mix of remuneration (excludes Other Benefits) Base Salary STI (at Target performance) LTI (at Target performance) Group CEO Other KMP Executives 50% 25% 25% 57-61% 24-29% 14-15% 34 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 22 of 116 DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) The Board reviewed the remuneration mix of Other KMP Executives as part of the review of the STIP and LTIP. As a result, the mix of Base Salary, STI and LTI for FY22 will remain unchanged for the Group CEO but for Other KMP Executives the current LTIP vesting rates of 25% for Target and 50% for Stretch performance will increase to 40% for Target and 80% for Stretch performance(1). Accordingly, the remuneration mix (in FY22) will be as outlined below: Mix of remuneration (excludes Other Benefits) Base Salary STI (at Target performance) LTI (at Target performance) Group CEO Other KMP Executives 50% 25% 25% 53% 26-27% 20-21% (1) Not applied to newly appointed Chief Operating Officer – KFC Australia for FY22. The increase for LTIP Target and Stretch performance vesting rates will apply from FY23. The Board considers that the adjustments to the remuneration mix for Other KMP Executives (Base Salary, STI and LTI) result in appropriately weighted remuneration and will continue to: • aligns executive remuneration practices with accepted market practices and current best-practices; • motivates executives to continuously grow shareholder value by aligning their interests with those of shareholders through equity ownership; and • manages the risk of short-termism inherent in fixed remuneration and short-term incentives by exposing a significant proportion of remuneration to the longer term consequences of decision making, through the ownership position that is achieved when executives participate in equity plans. Company performance The Company’s performance during the reported period and the previous four reporting periods in accordance with the requirements of the Corporations Act follow: Short term change in shareholder value over 1 year (SP increase + dividends) Long term (cumulative) 3 years change in shareholder value FY end date FY21 FY20 FY19 FY18 FY17 Revenue $m (2) $1,065.90 $981.73 $901.22 $770.94 $633.56 Profit after tax $m $32.95 (3) $31.26 (4) $39.11 $32.49 $27.99 Share price $11.37 Change in share price Dividends(1) $0.210 $4.43 $6.94 $7.59 $5.35 $5.25 ($0.65) $2.24 $0.10 $1.23 $0.200 $0.180 $0.170 $0.160 Amount $4.64 ($0.450) $2.420 $0.270 $1.390 % 67% -6% 45% 5% 35% Amount $6.61 $2.24 $4.08 $3.37 $3.74 % 124% 43% 101% 138% 196% (1) Dividends used are the cash amount (post franking). (2) Excludes Sizzler Australia revenues (3) Includes the impact of AASB16. (4) Excludes the impact of AASB16. Statutory Remuneration disclosures for FY21 KMP EXECUTIVE REMUNERATION The following table outlines the remuneration received by KMP Executives of the Company during FY21 and FY20 prepared according to statutory disclosure requirements and applicable accounting standards. KMP Executive remuneration for FY21 (with FY20 comparatives) is reported in four components being Base Salary (including superannuation), Other Benefits, awarded values of STI and awarded values of LTI remuneration. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 23 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 35 Directors' report DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) Name Drew O'Malley(3) Hans Miete(4) and (7) Nigel Williams Dawn Linaker Graham Maxwell(5) Mark van't Loo(6) and (7) Role(s) CEO COO Australia CEO - CF Europe Group CFO Group CFO CPO CPO Former Managing Director and CEO Former Managing Director and CEO Former CEO - CF Europe Former CEO - CF Europe STI LTI(2) Base Salary (incl super) $721,692 $564,654 $227,322 - $567,695 $536,857 $432,398 $387,619 Year 2021 2020 2021 2020 2021 2020 2021 2020 Other benefits $46,902 $46,382 $20,363 - $51,233 $48,655 $52,658 $45,971 Total Fixed Remuneration $768,594 $611,036 $247,685 - $618,928 $585,512 $485,056 $433,590 Amount $460,996 $320,170 $40,227 - $347,184 $227,092 $211,502 $129,341 % of Total Reward 31% 34% 14% - 31% 28% 26% 23% Amount $239,378 $15 - - $160,140 $17 $115,106 $11 % of Total Reward 16% 0% - - 14% 0% 14% 0% Total Reward(8) $1,468,968 $931,221 $287,912 - $1,126,252 $812,621 $811,664 $562,942 Change in accrued leave(1) $46,717 $2,349 $13,059 - $17,084 $3,093 $4,136 ($1,359) Termination benefits - - - - - - - - 2021 $147,250 $12,973 $160,223 - - $163,821 51% $324,044 ($116,787) $27,115 2020 $870,215 $80,541 $950,756 $352,526 27% $58,876 2021 $224,871 2020 $514,665 - - $224,871 $514,665 - - - - - $16 4% - 0% $1,362,158 $10,844 - $224,871 ($21,713) $432,705 $514,681 $240 - (1) (2) The change in accrued leave includes negative amounts during the prior corresponding period. The negative amounts reflect leave that has been taken or elapsed during the reporting period measured in accordance with AASB 119 Employee Benefits. The LTI value reported in this table is the amortised accounting charge of all grants that were not lapsed or vested at the start of the reporting period. Where a market based measure of performance is used such as TSR, no adjustments can be made to reflect actual LTI vesting. However, in relation to non-market conditions, such as EPS, adjustments must be made to ensure the accounting charge matches the vesting. (3) Appointed as Chief Executive Officer - Collins Foods Limited effective 1 July 2020 (4) Appointed Chief Executive Officer - Collins Foods Europe effective 5 October 2020 (5) Former Managing Director and Chief Executive Officer from 29 September 2014 to 1 July 2020 (6) Former Chief Executive Officer Europe from 4 May 2020 until 18 September 2020 (7) FY21 salary converted at exchange rate of AUD $1: EURO €0.6215 (FY20: AUD $1: EURO €0.6088). Discretionary payment of €25,000 for outstanding performance in operating conditions rendering incentive targets unreachable. (8) Excludes change in accrued leave balance. Both target and awarded values of STI and LTI remuneration are outlined in the relevant sections of the Remuneration Report to assist shareholders to obtain a more complete understanding of remuneration as it relates to KMP Executives. KMP EXECUTIVE REMUNERATION OPPORTUNITY FOR FY21 (NON-STATUTORY DISCLOSURE) The following table is provided to shareholders as an illustration of the remuneration that was offered to KMP Executives for target performance during FY21. It should be noted that the table presents target incentive opportunities for achieving a challenging but achievable target level of performance. In the case of STI, the maximum incentive may be up to 50% higher (i.e. 75% of Base Salary). The maximum LTI is 100% of Base Salary for the CEO and 50% of Base Salary for KMP Executives. Name Role (s) Drew O’Malley (2) Hans Miete (3) CEO CEO - CF Europe Nigel Williams Group CFO Dawn Linaker CPO Base Salary (incl super)(1) Base Salary as % of Total Reward $754,000 €265,000 $567,850 $432,414 48% 57% 54% 56% (1) Base salary based on a 52 week period (FY20: 53 week period) (2) Appointed as Chief Executive Officer effective 1 July 2020 (3) Appointed as Chief Executive Officer Europe effective 5 October 2020 STI opportunity LTI opportunity Target % of Base Salary Target STI amount STI % of Total Reward Target % of Base Salary Target LTI amount LTI as % Total Reward Other Benefits Total Reward 50% $377,000 24% 50% $377,000 24% $46,902 $1,554,902 50% €132,500 50% $283,925 40% $172,966 28% 27% 23% 25% €66,250 14% €1,555 €465,305 25% $141,963 14% $51,233 $1,044,971 25% $108,104 14% $52,658 $766,142 36 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 24 of 116 DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) Performance outcomes for FY21 and FY20 including STI and LTI assessment SHORT TERM INCENTIVES The tables below set out details of STI and LTI performance outcomes for FY21 and FY20 when compared to target. FY21 Company level KPI Summary Award outcomes FY21 paid FY22 Name Role (s) Drew O'Malley (1) CEO Hans Miete (2) CEO - CF Europe Nigel Williams Group CFO Dawn Linaker CPO KPI Summary EBITDA Weighting 80% Average GES target EBITDA Target $129,505,000 % of target achieved 103.7% Awarded $357,396 Total STI award (EBITDA and GES) GES EBITDA GES EBITDA GES EBITDA GES 20% 80% 20% 80% 20% 80% 20% 64.3% 68.5% 64.3% 64.3% - $3,416,000 $129,505,000 - $129,505,000 - 107.0% - 115.3% 103.7% 107.0% 103.7% 107.0% $103,600 $460,996 - $269,161 $78,023 $163,971 $47,531 - $347,184 $211,502 (1) Appointed as Chief Executive Officer effective 1 July 2020. (2) Appointed as Chief Executive Officer Europe effective 5 October 2020. For the purposes of the STI awarded in FY21, pre AASB 16 underlying EBITDA was adjusted for non-trading items relating to KFC Europe provision for store closures, Digital menu board costs, Netherlands acquisition costs and Netherlands developments agreement fee, totalling $2.0m, to calculate the pre underlying AASB 16 EBITDA used to calculate STI performance outcomes. FY20 Company level KPI Summary Award outcomes FY20 paid FY21 Name Role (s) Graham Maxwell Former Managing Director and CEO Mark van ‘t Loo Former CEO - CF Europe Nigel Williams Group CFO Drew O’Malley COO Australia Dawn Linaker CPO KPI Summary Weighting 80% EBITDA Average GES target - EBITDA Target $121,585,527 % of target achieved 98.50% Awarded $239,780 Total STI award (EBITDA and GES) GES EBITDA GES EBITDA GES EBITDA GES EBITDA GES 20% 80% 20% 80% 20% 80% 20% 80% 20% 61% - 103% $112,746 $352,526 - $10,118,260 - 67% - 61% - $121,585,527 - 100% 98.50% 103% - - $154,463 $72,629 - $111,467,268 102% $244,051 60% - 61% - $121,585,527 - 104% 98.50% 103% $76,119 $87,975 $41,366 - $227,092 $320,170 $129,341 The Board is of the view that EBITDA is the primary driver of value creation for shareholders in the short term. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 25 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 37 Directors' report DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) LONG TERM INCENTIVES During the 2019 financial year, grants under the long term incentive plan were made on 3 October 2018 and 16 October 2018 with a performance period of FY19, FY20 and FY21 (FY19 Grant). The performance period for the FY19 Grants commenced on 30 April 2018 and ended on 2 May 2021 (Vesting Rights). Vesting rights for FY19 Grants are determined by comparing underlying compound EPS growth over the FY19, FY20 and FY21 period to FY18 underlying EPS. It is the view of the Board that it is important for the Board to have the ability to make adjustments, where appropriate, to Statutory NPAT results to ensure the alignment between Company performance and KMP Executive reward and this is in the interests of all stakeholders including shareholders. For the Vesting Rights, the Non-executive Directors have given detailed consideration to the method by which vesting will be calculated. The adjustments proposed for the FY21 year are: NPAT Pre AASB 16 Adjustments: Acquisition Costs Sizzler Aust. Brand Closure Digital Menu Boards Adjusted NPAT Result for LTI $'000,000 Comment $45.6 $1.4 $2.5 ($1.0) $48.5 (Note (a) below) (Note (b) below) (Note (c) below) Note (a) Legal and accounting advisory costs incurred in respect of acquiring nine restaurants in the Netherlands. Due to timing of completion of acquisitions, only a small immaterial amount of NPAT from these acquisitions can be attributed to FY21. Note (b) Sizzler Australia closure costs. Note (c) Franchisor allowed external Digital Menu Boards (DMB) to be funded from within marketing contribution. As the DMB are capital, this provides a profit and loss benefit which is not a result of management action. Allowing for these adjustments, an EPS CAGR of 8.8% was achieved, resulting in 40% of the maximum long term incentives eligible to vest following the reporting period being completed, becoming vested. In exercising discretion, the Board considered adjustments to ensure that participants are not penalised, nor provided with a windfall benefit arising from matters outside executives' control which affect EPS (for example, one-off non-recurrent items or the impact of significant acquisitions or disposals). In relation to the completion of the reporting period, previous grants of equity made under the LTI plan during FY20 on 16 September 2019 with a performance period of FY20, FY21 and FY22 (FY20 Grant), will be eligible for vesting during FY23 after the completion of FY22. Name Role(s) Tranche Weighting Number of eligible to vest in FY22 for FY21 completion % grant vested Number vested Grant date VWAP $ Value of LTI that vested (as per grant date VWAP) Drew O’Malley CEO EPSG Nigel Williams Group CFO EPSG Dawn Linaker CPO EPSG 100% 100% 100% 37,219 42,796 29,065 40% 14,887 $5.642187 40% 17,118 $5.642187 40% 11,626 $5.642187 $83,995 $96,583 $65,596 Former Managing Director and CEO Graham Maxwell EPSG 100% 105,150 40% 42,060 $5.642187 $237,310 38 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 26 of 116 DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) The table below sets out the annualised compound EPS growth hurdles applicable to the FY20 Grants: Performance level Annualised EPS growth (CAGR) % of max/ stretch/grant vesting Stretch/Maximum Between target and stretch Target Below threshold and target Threshold Below Threshold 22% >11%, <22% 11% >5.5%, <11% 5.5% <5.5% 100% Pro-rata 50% Pro-rata 25% 0% VESTING RIGHTS FOR RETIRED MANAGING DIRECTOR AND CEO At the 2019 AGM, shareholders approved the granting of performance rights to the then Managing Director and CEO , Graham Maxwell, who had given 12 months’ notice of his intention to retire effective 1 July 2020. At the time, the Board had reserved its rights in relation to how these performance rights would be treated post Mr Maxwell’s employment in light of the fact that he would be working out the entire 12 months of his notice period. The Board considered Mr Maxwell to be an extremely “good leaver” having continued to demonstrate the highest levels of engagement and leadership through the entire 12 months of his notice period and at the same time being of great assistance in the transitioning of his successor, Drew O’Malley, into the CEO role. Noting also that Mr Maxwell would not be eligible for any termination payment beyond accrued leave, the Board decided that he would retain a pro-rata portion of the currently unvested performance rights he was previously granted. Those grants that remained on issue were: • • • 137,931 performance rights granted in FY18 for the performance period of FY18, FY19 and FY20. The threshold performance level for these rights was not achieved over the performance period and the rights have expired; 146,042 performance rights granted in FY19 for the performance period of FY19, FY20 and FY21. These rights are eligible for vesting in FY22 and Graham, having served as Managing Director and CEO for 26 months of the 36 months (72%) of the FY19-FY21 performance period retained rights to 72%, or 105,150, performance rights (vesting above); 95,105 performance rights granted in FY20 for the performance period of FY20, FY21 and FY22. These rights are eligible for vesting in FY23 and Graham, having served as Managing Director and CEO for 14 of the 36 months (39%) of the FY20 - FY22 performance period retains rights to 39%, or 37,091, performance rights. There is no acceleration to vesting of any of these rights. That is, in line with the position for all other holders of the above performance rights, vesting would not occur until the performance period had been completed, and only if vesting rights have been triggered. The Board also considered that in line with all other performance rights holders, a voluntary lock would not be applied to any shares issued if any performance rights were to vest in the future. Accordingly, in line with the vesting determination decision outlined for the Vesting Rights above, 42,060 Vesting Rights held by Graham Maxwell will convert to fully paid ordinary shares. OTHER PERFORMANCE RIGHTS INFORMATION All performance rights, the vesting of which is subject to EPS growth over defined reporting periods ending in 2018 through to 2021, expire in July 2020 through to July 2023 as set out in the table below: Reporting period ended Expiry date Exercise price 2 May 2021 3 May 2020 28 April 2019 29 April 2018 27 July 2023 26 July 2022 20 July 2021 24 July 2020 Nil Nil Nil Nil Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 27 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 39 Directors' report DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) There was one tranche of performance rights issued during the reporting period ended 2 May 2021. It should be noted that the fair value used for accounting purposes was not used to determine LTI allocations which adopt a volume weighted average price of the Company’s shares as described in the LTI summary above. Tranche Issue date Fair value Share price of issuance at grant date Term Dividend yield Risk free interest rate 13 16 October 2020 $10.20 $10.78 3 1.86% 0.14% The following outlines the vesting scale that was applicable to the performance rights issued to executives during the current reported period and as part of remuneration for FY22: Performance Level Annualised EPS growth (CAGR) % of max/ stretch/grant vesting Stretch/Maximum Between Target and Stretch Target Between Threshold and Target Threshold Below Threshold 16.5% >11%, <16.5% 11% >5.5%, <11% 5.5% <5.5% 100% Pro-rata 50% Pro-rata 25% 0% There were two tranches of performance rights issued during the reporting period ended 3 May 2020. The fair value at issuance date was determined using a discounted cash flow model incorporating the assumptions below. Tranche Issue date Fair value Share price of issuance Term Dividend yield Risk free interest rate 11 12 2 October 2019 02 October 2019 $8.65 $8.65 $9.32 $9.32 3 3 2.44% 2.44% 0.74% 0.74% 40 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 28 of 116 DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) Employment terms for KMP Executives SERVICE AGREEMENTS A summary of contract terms in relation to KMP Executives is presented below: Period of Notice(1) Name Drew O’Malley(3) Hans Miete Position held at close of FY21 Duration of contract From Company From KMP CEO Open ended 12 months 12 months CEO - CF Europe Open ended 6 months 3 months Nigel Williams Group CFO Open ended 6 months 6 months Dawn Linaker CPO Open ended 6 months 6 months Termination Payments Up to 12 months(2) 6 months(4) Up to 12 months(2) Up to 12 months(2) (1) Provision is also made for the Group to be able to terminate these agreements on three months’ notice in certain circumstances of serious ill health or incapacity of the KMP Executive. (2) Under the Corporations Act, the Termination Benefit Limit is 12 months average Salary (last 3 years) unless shareholder approval is obtained. (3) Appointed Chief Executive Officer effective 1 July 2020. Upon appointment as CEO, notice period changes to 12 months’ notice from either party, from 3 months from both Company and KMP. (4) Appointed Chief Executive Officer Europe effective 5 October 2020. Termination payment per contract. The treatment of incentives in the case of termination is addressed in separate sections of this report that give details of incentive design. With regards to Mr O'Malley, Mr Williams and Mr Miete, there is a restraint of trade period of 12 months. On appointment to the Board, all Non-executive Directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the Board policies and terms, including compensation relevant to the office of the director. Non-executive Directors are not eligible to receive termination payments under the terms of the appointments. Non-executive Director fee rates and fee limit NON-EXECTIVE DIRECTOR REMUNERATION The remuneration for Non-executive Directors is set taking into consideration factors including: • the level of fees paid to Board members of other publicly listed Australian companies of similar size; • operational and regulatory complexity; and • the accountabilities and workload requirements of each Board member. 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 accountabilities of each role fulfilled by a Director within the Board. The Company’s constitution allows for additional payments to be made to Directors where extra or special services are provided. Non-executive Director fees are managed within the current annual fees limit of $1,200,000 which was approved by shareholders at the 2019 Annual General Meeting. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 29 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 41 Directors' report DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) During the period a review of fees was undertaken by the Board, with the assistance of an independent remuneration consultant with a change in rates recommended. In consideration of the timing of the review being part way through FY21, the Board considered it appropriate that the change occur in two stages with half of the rate change applicable from 1 October 2020 and the second half of the rate change applicable from the commencement of FY22. The following table outlines the Non-executive Director fee rates that were applicable during the reported period: Function Role Fee including super until 30 September 2020(1) Main Board Audit and Risk Committee; Remuneration and Nomination Committee Chair (inclusive of committee memberships) Member Committee Chairs Committee Members $220,500 $105,000 $20,000 $10,000 Function Role Fee including super from 1 October 2020(1) Main Board Audit and Risk Committee Remuneration and Nomination Committee (1) Fee is based on a 52 week period (FY2020: 53 weeks). Chair (inclusive of committee memberships) Member Committee Chair Committee Members Committee Chair Committee Members $270,250 $116,200 $25,000 $12,250 $25,000 $11,250 As indicated above, the second half of the rate change was to become applicable from the commencement of FY22. The fees to be applied from FY22 onwards are as disclosed below: Function Role Fee including super from 3 May 2021 Main Board Audit and Risk Committee Remuneration and Nomination Committee Chair (inclusive of committee memberships) Member Committee Chair Committee Members Committee Chair Committee Members $320,000 $127,400 $30,000 $14,500 $30,000 $12,500 42 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 30 of 116 DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) Remuneration received by Non-executive Directors in FY21 and FY20 is disclosed below: Name Role(s) Year Committee fees Superannuation Other benefits Board and Termination benefits Total (1) Independent, Non-executive Chairman Independent, Non-executive Chairman Independent Non-executive Director Independent Non-executive Director Non-executive Director Executive Director, Non-Executive Director Independent Non-executive Director Independent Non-executive Director Non-executive Director Non-executive Director Independent Non-executive Director Independent Non-executive Director (2) Robert Kaye SC Christine Holman Newman Manion Bronwyn Morris AM Kevin Perkins Russell Tate 2021 $249,749 2020 $224,750 - - 2021 $122,011 $11,630 2020 2021 $45,196 $4,255 $122,004 $11,638 2020 $315,772 (3) $8,872 2021 $132,656 $12,602 2020 2021 2020 $125,658 $11,937 $122,047 $11,594 $116,350 $11,053 2021 $145,847 2020 $137,596 - - - - - - - - - - - - - - - - - - - - - - - - - - $249,749 $224,750 $133,641 $49,451 $133,642 $324,644 $145,258 $137,595 $133,641 $127,403 $145,847 $137,596 (1) Appointed effective 12 December 2019. (2) Transitioned to the role of Executive Director effective 14 June 2019. Returned to Non-executive Director role effective 21 April 2020. (3) Includes consulting fees of $216,910 converted at exchange rate of AUD $1: EURO €0.6088. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 31 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 43 Directors' report DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) Changes in KMP held equity The following table outlines the changes in the amount of equity held by KMP Executives over the reporting period: Name Security Number held at open 2021 Granted as compensation Performance Rights forfeited Acquisition Number held at close 2021 Drew O' Malley(1) Hans Miete(2) Nigel Williams Shares Performance Rights Shares Performance Rights Shares Performance Rights Shares Performance Rights Dawn Linaker Total (1) Appointed as Chief Executive Officer effective 1 July 2020. - - 20,000 20,000 104,057 - - 20,283 108,739 15,017 77,995 326,091 82,274 - (36,206) - - - - - 30,981 - 23,591 136,846 - - - 2,000 (35,311) - - - (27,122) (98,639) - 22,000 150,125 - - 22,283 104,409 15,017 74,464 386,298 (2) Appointed as Chief Executive Officer Europe effective 5 October 2020 The following table outlines the changes in the amount of equity held directly or indirectly by Non-executive Directors over the reporting period: Name Robert Kaye, SC Christine Holman Newman Manion Bronwyn Morris AM Kevin Perkins Russell Tate Total Security Number held at open 2021 Additions Disposals Number held at close 2021 Shares Shares Shares Shares Shares Shares 31,605 - 21,820 13,456 7,621,484 21,820 7,710,185 21,267 14,000 - 3,000 - - 38,267 - - - - (400,000) - (400,000) 52,872 14,000 21,820 16,456 7,221,484 21,820 7,348,452 44 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 32 of 116 DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) The maximum value of performance rights yet to vest has been determined as the amount of the grant date fair value of the performance rights that is yet to be expensed: 2021 equity grants FY in which rights may vest Maximum value yet to vest Name Drew O'Malley (1) Role CEO Hans Miete (2) CEO - CF Europe Nigel Williams Group CFO Dawn Linaker CPO (1) Appointed as Chief Executive Officer effective 1 July 2020. (2) Appointed as Chief Executive Officer Europe effective 5 October 2020 Group Securities Trading Policy 2022 2023 2024 2022 2023 2024 2022 2023 2024 2022 2023 2024 ($) - 32,350 272,634 - - - - 32,350 102,663 - 23,031 78,174 The Group Securities Trading Policy is available on the Company’s website. It contains the standard references to insider trading restrictions that are a legal requirement under the Corporations Act, as well as conditions associated with good corporate governance. The Group Securities Trading Policy follows the recommendations set out in ASX Guidance Note 27, “Trading Policies”. The policy specifies “trading windows” during which Directors and restricted employees of the Company may trade in the securities of the Company. It requires Directors and restricted employees to obtain prior written clearance for any trading in the Company’s securities and prohibits trading at all other times unless an exception is granted following an assessment of the circumstances (for example financial hardship). Trading windows remain open for 30 days. The first day of the trading window is the trading day after each of the following events: • announcement to ASX of the Company’s full or half-year results; • Annual General Meeting; or • release of a disclosure document offering equity securities in the Company. The Board may suspend all dealings in the Company’s securities at any time, should it be appropriate. Securities Holding Policy The Board currently sees a securities holding policy as unnecessary since executives receive a significant component of remuneration in the form of equity. All of the Directors hold equity in the Company voluntarily. The Company’s constitution states that Directors are not required to be a shareholder in order to be appointed as a director. The Board continues to encourage executives to hold vested LTIs post vesting, to support ongoing alignment. Remuneration consultant engagement policy The Company has adopted a remuneration consultant (RC) engagement policy which is intended to manage the interactions between the Company and RCs. This is to support the independence of the Remuneration and Nomination Committee and provide clarity regarding the extent of any interactions between management and the RC. This policy enables the Board to state with confidence whether the advice received has been independent, and why that view is held. The Policy states that RCs are to be approved and engaged by the Board before any advice is received, and that such advice may only be provided to an independent Non-executive Director. Any interactions between management and the RC must be approved and overseen by the Remuneration and Nomination Committee. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 33 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 45 Directors' report DIRECTORS' REPORT (CONTINUED) Remuneration report (continued) Other remuneration related matters There were no loans to Directors or other KMP at any time during the reporting period, and no relevant material transactions involving KMP other than compensation and transactions concerning shares and performance rights as discussed in this report. Most recent AGM – Remuneration Report comments and voting At the most recent AGM in 2020: 98.29% of votes cast at the meeting in favour of the adoption of the Remuneration Report. External remuneration consultant advice During the reporting period, the Board approved and engaged an external remuneration consultant to provide KMP remuneration recommendations and advice. The consultants and the amount payable for the information and work that led to their recommendations are listed below: Egan & Associates Review of and advice on remuneration practices evident in the market for key management personnel and non-executive directors $16,000 (ex GST and administration fees) So as to ensure that KMP remuneration recommendations were free from undue influence from the KMP to whom they relate, the Company established policies and procedures governing engagements with external remuneration consultants. The key aspects include: • as legally required, KMP remuneration recommendations may only be received from consultants who have been approved by the Board. Before such approval is given and before each engagement the Board ensures that the consultant is independent of KMP; • as required by law, KMP remuneration recommendations are only received by non-executive directors, mainly, the Chair of the Remuneration and Nomination Committee; • the policy seeks to ensure that the Board controls any engagement by management of Board approved remuneration consultants to provide advice other than KMP remuneration recommendations and any interactions between management and external remuneration consultants when undertaking work leading to KMP remuneration recommendations. The Board is satisfied that the KMP remuneration recommendations received were free from undue influence from KMP to whom the recommendations related. The reasons the Board is satisfied include that it is confident that the policy for engaging external remuneration consultants is being adhered to and operating as intended. The Board has been closely involved in all dealings with the external remuneration consultants and each KMP remuneration recommendation received during the reporting period was accompanied by a legal declaration from the consultant to the effect that their advice was provided free from undue influence from the KMP to whom the recommendations related. 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. During the period, the Company has entered into a Deed of Indemnity, Insurance and Access with each of the Company’s Directors, executives and Company Secretary. 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. 46 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 34 of 116 DIRECTORS' REPORT (CONTINUED) 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 (PricewaterhouseCoopers) 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 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. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 35 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 47 Directors' report DIRECTORS' REPORT (CONTINUED) Non-audit services (continued) 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: AUDIT AND OTHER 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 Network firm of PricewaterhouseCoopers 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 Network firm of PricewaterhouseCoopers Government subsidy audit Whole Dollars 2021 $ 2020 $ 579,747 42,432 518,434 40,800 506,824 1,129,003 541,638 1,100,872 29,478 7,650 129,620 166,748 12,240 23,460 - 35,700 Total remuneration for assurance services 1,295,751 1,136,572 TAXATION SERVICES PricewaterhouseCoopers Australian firm Tax compliance services, including review of tax returns and allowance claims International tax consulting Network firm of PricewaterhouseCoopers Tax compliance services, including review of company tax returns Total remuneration for taxation services 58,160 - 56,675 114,835 57,000 6,324 5,665 68,989 OTHER SERVICES PricewaterhouseCoopers Australian firm Acquisition related due diligence Total remuneration for other services 276,787 276,787 - - TOTAL REMUNERATION FOR SERVICES 1,687,373 1,205,561 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. 48 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 36 of 116 DIRECTORS' REPORT (CONTINUED) 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 50. ROUNDING OF AMOUNTS The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191, 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 the instrument to the nearest thousand dollars, or in certain cases, to the nearest dollar. AUDITOR PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of Directors. Robert Kaye SC Chairman Brisbane 29 June 2021 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 37 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 49 Auditor’s Independence Declaration As lead auditor for the audit of Collins Foods Limited for the period 4 May 2020 to 2 May 2021, I declare that to the best of my knowledge and belief, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and Auditor’s Independence Declaration (b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Collins Foods Limited and the entities it controlled during the period. As lead auditor for the audit of Collins Foods Limited for the period 4 May 2020 to 2 May 2021, I declare that to the best of my knowledge and belief, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Collins Foods Limited and the entities it controlled during the period. Michael Crowe Partner PricewaterhouseCoopers Michael Crowe Partner PricewaterhouseCoopers Brisbane 29 June 2021 Brisbane 29 June 2021 PricewaterhouseCoopers, ABN 52 780 433 757 480 Queen Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001 T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. 50 ANNUAL REPORT 2021 COLLINS FOODS LIMITED PricewaterhouseCoopers, ABN 52 780 433 757 480 Queen Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001 T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. CONSOLIDATED INCOME STATEMENT CONSOLIDATED INCOME STATEMENT For the reporting period ended 2 May 2021 Revenue Cost of sales Gross profit Notes 2021(1) $'000 A3 1,065,905 (505,996) 559,909 Restated 2020(1)(2) $'000 948,088 (447,896) 500,192 Selling, marketing and royalty expenses (228,164) (201,609) Occupancy expenses Restaurant related expenses Administrative 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 associates and joint ventures accounted for using the equity method Profit from continuing operations before income tax Income tax expense Profit from continuing operations Loss from discontinued operation (attributable to equity holders of the Company) Net profit attributable to members of Collins Foods Limited (1) The current reporting period is a 52-week period. The prior reporting period is a 53-week period. (2) Comparative figures have been restated to present the impacts of the current period discontinued operations (as outlined in Note F). Earnings per share attributable to members of Collins Foods Limited Basic earnings per share from continuing operations (cents) Basic earnings per share from discontinued operations (cents) Diluted earnings per share from continuing operations (cents) Diluted earnings per share from discontinued operations (cents) A4 A4 E1 G10 F2 G2 G2 G2 G2 (77,158) (90,083) (63,339) (11,306) 727 (72,931) (82,058) (53,228) (7,656) 3,935 90,586 86,645 - 271 (29,391) (32,209) 50 61,245 200 54,907 (23,633) 37,612 (22,716) 32,191 (4,663) 32,949 (928) 31,263 Cents per share Cents per share 32.26 (4.00) 32.11 (3.98) 27.61 (0.79) 27.42 (0.79) Shares Shares Weighted average basic ordinary shares outstanding Weighted average diluted ordinary shares outstanding G2 G2 116,581,244 116,569,052 117,141,933 117,407,285 The above Consolidated Income Statement should be read in conjunction with the accompanying Notes. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 39 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 51 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the reporting period ended 2 May 2021 Net profit attributable to members of Collins Foods Limited Items that may be reclassified to profit or loss Other comprehensive income / (expense): Exchange differences on translation of foreign operations Cash flow hedges Income tax relating to components of other comprehensive income Blank Other comprehensive income/(expense) for the period, net of tax Notes 2021 $'000 2020 $'000 32,949 31,263 G9 G9 G10 (5,891) 1,940 (582) 4,963 (1,327) 398 (4,533) 4,034 Total comprehensive income for the reporting period 28,416 35,297 Total comprehensive income for the period is attributable to: Owners of the parent 28,416 35,297 The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying Notes. 52 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 40 of 116 CONSOLIDATED balance Sheet CONSOLIDATED BALANCE SHEET As at 2 May 2021 ASSETS Current assets Cash and cash equivalents Receivables Inventories Other assets Total current assets Non-current assets Property, plant and equipment Intangible assets Right-of-use assets Deferred tax assets Investments accounted for using the equity method Other assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Lease liabilities Current tax liabilities Derivative financial instruments Provisions Total current liabilities Non-current liabilities Borrowings Lease liabilities Deferred tax liabilities Derivative financial instruments Provisions Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity Reserves Retained earnings Total equity Notes 2021 $'000 2020 $'000 B1 G3 G4 G5 G6 G10 G7 G6 C3 G8 B2 G6 G10 C3 G8 D3 G9 95,717 2,786 7,171 5,162 110,836 188,919 451,063 359,100 41,129 2,402 356 1,042,969 116,297 3,071 6,846 2,986 129,200 187,469 457,389 369,404 36,535 2,353 378 1,053,528 1,153,805 1,182,728 96,895 31,654 7,084 1,536 6,231 143,400 271,490 363,601 4,580 819 6,976 647,466 790,866 88,099 28,890 6,994 2,641 6,449 133,073 317,252 360,970 5,626 1,803 6,200 691,851 824,924 362,939 357,804 290,788 10,756 61,395 362,939 290,788 14,088 52,928 357,804 The above Consolidated Balance Sheet should be read in conjunction with the accompanying Notes. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 41 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 53 CONSOLIDATED STATEMENT OF CASH FLOWS CONSOLIDATED STATEMENT OF CASH FLOWS For the reporting period ended 2 May 2021 Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Goods and services taxes (GST) paid Interest received Interest and other borrowing costs paid Income tax paid Net operating cash flows Cash flows from investing activities Payment for acquisition of subsidiary, net of cash acquired Payments for property, plant and equipment Proceeds from sale of property, plant and equipment Payments for intangible assets Net investing cash flows Cash flows from financing activities Refinance fees paid Proceeds from borrowings - bank loan facilities Repayment of borrowings and other obligations Payments for lease principal Interest paid on leases Dividends paid Net financing cash flows Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at the beginning of the reporting period Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of reporting period Notes(1) 2021 $'000 2020 $'000 1,174,773 (933,159) (58,061) 1 (8,337) (27,179) 148,038 1,078,142 (846,000) (51,912) 312 (10,414) (20,809) 149,319 (3,943) (41,883) 267 (5,359) (50,918) - 4,673 (42,000) (31,222) (19,449) (24,482) (112,480) (15,360) 116,297 (5,220) 95,717 - (53,981) 479 (3,833) (57,335) (1,104) 21,219 - (32,031) (20,872) (23,316) (56,104) 35,880 79,791 626 116,297 B1 A2 B2 G6 G6 B4 B1 (1) Cash flows from the discontinued Sizzler Australia business are included above- refer to note F for separate breakdown of cash flows relating to the discontinued operation. The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes. 54 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 42 of 116 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the reporting period ended 2 May 2021 2021 Contributed equity $'000 Reserves $'000 Retained earnings $'000 Total equity $'000 Notes Balance as at 3 May 2020 290,788 14,088 52,928 357,804 Profit for the reporting period Other comprehensive income Total comprehensive income for the reporting period Transactions with owners in their capacity as owners: Share based payments Dividends provided for or paid B4 Performance rights vested End of the reporting period - - - - - - - 32,949 (4,533) - 32,949 (4,533) (4,533) 32,949 28,416 1,201 - 1,201 - - (24,482) (24,482) - - 290,788 10,756 61,395 362,939 2020 Notes $'000 $'000 $'000 $'000 Balance as at 28 April 2019 as originally presented Change in accounting policy (AASB 16) Restated total equity at 29 April 2019 290,495 - 290,495 10,771 - 10,771 49,365 (4,384) 44,981 350,631 (4,384) 346,247 Profit for the reporting period Other comprehensive income Total comprehensive income for the reporting period Transactions with owners in their capacity as owners: Share based payments Dividends provided for or paid B4 - - - - - - 31,263 4,034 - 31,263 4,034 4,034 31,263 35,297 (424) - (424) - (23,316) (23,316) Performance rights vested End of the reporting period 293 (293) - - 290,788 14,088 52,928 357,804 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 43 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 55 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS A/ FINANCIAL OVERVIEW This section provides information that is most relevant to explaining the Group’s performance during the reporting period, and where relevant, the accounting policies that have been applied and significant estimates and judgements made. Note the current reporting period is a 52-week period. The prior reporting period is a 53-week period. Comparative figures have been restated to present the impacts of the current period discontinued operations (as outlined in Note F). A1/ Segment information A2/ Business combination A3/ Revenue A4/ Material profit or loss items from continuing operations A1/ Segment information 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 CEO. DESCRIPTION OF SEGMENTS Management has determined the operating segments based on the reports reviewed by the CEO that are used to make strategic decisions. In the 2021 reporting period, the decision was made to report Taco Bell Restaurants as a separate reportable segment as a result of the increase in relative size of its operations during the year. Hence three reportable segments have been identified: KFC Restaurants Australia, KFC Restaurants Europe and Taco Bell Restaurants, all competing in the quick service restaurant market. Other includes Shared Services which performs a number of administrative and management functions for the Group’s restaurants, as well as the operating segment of Sizzler Asia Restaurants. This segment is not separately reportable due to its relative size in both the current and prior reporting periods. 56 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 44 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) A1/ Segment information (continued) SEGMENT INFORMATION PROVIDED TO THE CEO The following is an analysis of the revenue and results by reportable operating segment for the periods under review: 2021 Total segment revenue Underlying EBITDA (2) Depreciation, amortisation and impairment (3) Finance costs - net Income tax expense KFC Restaurants Australia $'000 KFC Restaurants Europe $'000 Taco Bell Restaurants $'000 900,411 198,531 134,907 11,955 58,718 - - (900,411) 22,226 527 - (134,907) 28,039 233 9,348 - - (28,039) Other (1) $'000 Total $'000 2,548 1,065,905 (24,589) 186,130 3,295 28,864 23,633 (2,548) 93,587 29,391 23,633 (1,065,905) 2020 Restated (4) $'000 $'000 $'000 $'000 $'000 Total segment revenue Underlying EBITDA (2) Depreciation, amortisation and impairment (3) Finance costs - net Income tax expense 791,496 168,751 55,694 - 134,112 19,406 26,710 209 17,813 (1,491) 4,667 (14,768) 948,088 171,898 2,640 - 3,444 31,729 88,488 31,938 - ($791,496.00) ($134,112.00) - - ($17,813.00) 22,716 22,716 ($4,667.00) ($948,088.00) (1) Other includes: Shared Services and Sizzler Asia Restaurants. (2) Refer below for a description and reconciliation of Underlying EBITDA (3) Refer below for a reconciliation of total depreciation, amortisation, and impairment of the Group. Refer to note G4 and G5 for information on impairment per asset class, per segment for the reporting period. (4) Comparative figures have been restated to exclude Sizzler Australia which was discontinued during the 2021 reporting period. Additionally, a decision was made during the current reporting period to include the impact of AASB 16 Leases in the measurement of Underlying EBITDA. The 2020 Underlying EBITDA has been restated accordingly for comparability purposes. LOCATION OF REVENUE AND NON-CURRENT ASSETS 2021 Revenue Non-current assets (property, plant and equipment, intangibles, and right-of-use assets) 2020 Restated (5) Revenue Australia $'000 Europe $'000 Asia $'000 Total $'000 928,450 134,907 2,548 1,065,905 815,705 173,710 Australia $'000 Europe $'000 9,666 Asia $'000 999,082 Total $'000 809,310 134,112 4,666 948,088 Non-current assets (property, plant and equipment, intangibles, and right-of-use assets) 808,141 193,417 12,704 1,014,262 (5) Revenue comparative figures have been restated to exclude Sizzler Australia which was discontinued during the 2021 reporting period. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 45 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 57 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) A1/ Segment information (continued) OTHER SEGMENT INFORMATION SEGMENT REVENUE FROM CONTINUING OPERATIONS 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 and beverage in KFC and Taco Bell Restaurants, and franchise fees and royalties from Sizzler Asia Restaurants. UNDERLYING EBITDA FROM CONTINUING OPERATIONS The Board assesses the performance of the operating segments based on a measure of Underlying EBITDA. This measurement basis excludes the effects of costs associated with acquisitions (refer to Note A2). It also excludes impairment of property, plant, equipment, franchise rights, brand assets, goodwill and leases to the extent they are isolated non-recurring events plus any other non-recurring items. Net finance costs (including the impact of derivative financial instruments) 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. In the 2021 reporting period, the decision was made to include the impact of AASB 16 Leases in the measurement of Underlying EBITDA. The 2020 Underlying EBITDA has been restated accordingly for comparability purposes. A reconciliation of Underlying EBITDA to profit from continuing operations before income tax is provided as follows: Underlying EBITDA Finance costs Cost of acquisitions expensed Depreciation Amortisation Impairment of property, plant and equipment Impairment of intangible assets Impairment of right-of-use assets Share of net profit of joint venture accounted for using the equity method Net income from insurance claim - material damage Fair value gain on debt modification Other non-trading income Other one-off costs Profit before income tax from continuing operations 2021 $'000 2020 $'000 186,130 (29,391) (1,400) (80,489) (3,587) (4,476) (232) (4,803) 50 - - - (557) 61,245 171,898 (31,938) - (75,063) (3,425) (5,204) (270) (4,526) 200 1,604 770 861 - 54,907 58 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 46 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) A1/ Segment information (continued) DEPRECIATION, AMORTISATION AND IMPAIRMENT FROM CONTINUING OPERATIONS The results regularly reviewed by the Board include the depreciation, amortisation and impairment expenses of Property, Plant and Equipment and Intangible Assets. A reconciliation of depreciation, amortisation and impairment to total depreciation, amortisation and impairment of the Group is provided as follows: Depreciation, amortisation and impairment (1) Depreciation of right-of-use assets (1) Impairment of right-of-use assets Total depreciation, amortisation, and impairment Notes A4 2021 $'000 47,669 41,115 4,803 93,587 2020 $'000 45,514 38,448 4,526 88,488 (1) Excludes depreciation of property, plant and equipment of $352,000 (2020:$418,000) and depreciation and impairment of right-of-use assets of $548,000 (2020:$1,228,000) relating to Sizzler Australia, which was discontinued during the 2021 reporting period. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 47 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 59 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) A2/ Business combination CURRENT PERIOD KFC RESTAURANTS (EUROPE) - SUMMARY OF ACQUISITION On 1 February 2021, Collins Foods Netherlands Limited, a wholly owned subsidiary of Collins Foods Limited, entered into a Share Purchase Agreement to acquire the following 3 KFC restaurants from MAAS Holding B.V. located in the Netherlands, Europe: MAAS KFC Amersfoort B.V. MAAS KFC Utrecht B.V. MAAS KFC Veenendaal B.V. The primary reason for the acquisition was to expand the Group's European operations in the quick service restaurant market. Details of the purchase consideration, the net assets acquired and goodwill are as follows: Purchase consideration: Cash paid $'000 4,378 The provisional fair values of the assets and liabilities of the business acquired as at the date of acquisition are as follows: Cash Trade receivables Inventories Property, plant and equipment Trade and other payables Net identifiable assets acquired Goodwill Net assets acquired Fair value $'000 435 613 50 971 (1,493) 576 3,802 4,378 The goodwill is attributable to the workforce, synergies with other restaurants and access to an established market with opportunities for future expansion. Acquisition-related costs The acquisition related costs have been recognised in the Group's Consolidated Income Statement (other expenses) and in operating cash flows in the Consolidated Statement of Cash Flows (payments to suppliers and employees). 60 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 48 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) A2/ Business combination (continued) Purchase consideration - cash flow Cash consideration Less balances acquired Outflow of cash - investing activities As at acquisition date $'000 4,378 (435) 3,943 The acquired business contributed revenues of $1.9 million and Underlying EBITDA of $0.1 million to the Group for the period the stores were owned, up to 2 May 2021. If the acquisition had occurred on 3 May 2020, the contribution to the consolidated revenue and consolidated Underlying EBITDA for the reporting period ended 2 May 2021 would have been $7.5 million and $0.5 million respectively. Pre COVID-19, Underlying EBITDA for the acquired business for the 12 month period ending 31 December 2019 was $1.0 million. PRIOR PERIOD In the 2020 reporting period, there were no business combinations or adjustments to prior period business combinations. ACCOUNTING POLICY 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 other 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. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 49 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 61 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) A3/ Revenue Revenue is recognised when performance obligations under relevant customer contracts are completed. Performance obligations may be completed at a point in time or over time. In the following table revenue is disaggregated by type and by timing of revenue recognition. No single customer amounts to 10% or more of the consolidated entity’s total external revenue. REVENUE TYPE 2021 Sale of goods Franchise revenue 2020 Restated (1) Sale of goods Franchise revenue TIMING OF REVENUE RECOGNITION 2021 At a point in time Over time 2020 Restated (1) At a point in time Over time KFC Restaurants Australia $'000 KFC Restaurants Europe $'000 Taco Bell Restaurants $'000 Other $'000 Total $'000 900,411 - 900,411 134,907 - 134,907 28,039 - 28,039 - 1,063,357 2,548 2,548 2,548 1,065,905 $'000 $'000 $'000 $'000 $'000 791,496 - 791,496 134,112 - 134,112 17,813 - 17,813 - 4,667 4,667 943,421 4,667 948,088 KFC Restaurants Australia $'000 KFC Restaurants Europe $'000 Taco Bell Restaurants $'000 900,411 - 900,411 134,907 - 134,907 28,039 - 28,039 Other $'000 2,453 95 2,548 Total $'000 1,065,810 95 1,065,905 $'000 $'000 $'000 $'000 $'000 791,496 - 791,496 134,112 - 134,112 17,813 - 17,813 4,552 115 4,667 947,973 115 948,088 (1) Comparative figures have been restated to separately disclose Taco Bell which is now its own reportable segment, and exclude Sizzler Australia which was discontinued during the 2021 reporting period. ACCOUNTING POLICY Sale of Goods The Group operates a number of quick service and casual dining restaurants. The revenue from the sale of food and beverages from these restaurants is recognised when the Group sells a product to the customer. Payment of the transaction price is due immediately when the customer purchases the food and beverages. 62 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 50 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) A3/ Revenue (continued) Sale of Goods - Customer Loyalty Program The Taco Bell brand within the Group operates a loyalty program where retail customers accumulate points for purchases made, which entitle them to discounts on future purchases. Revenue from the award points is recognised when the points are redeemed or when they expire 12 months after the initial sale. A contract liability is recognised until the points are redeemed or expire. Critical judgements in allocating the transaction price The points provide a material right to customers that they would not receive without entering into a contract. Therefore, the promise to provide points to the customer is a separate performance obligation. The transaction price is allocated to the product and the points on a relative stand-alone selling price basis. Management estimates the stand-alone selling price per point on the basis of the discount granted when the points are redeemed and on the likelihood of redemption, which is based on industry knowledge given there is insufficient historical experience to draw upon at this stage of the brand in Australia. Franchise Revenue The Sizzler segment of the Group is the franchisor of the Sizzler brand in Asia. Franchise agreements are entered into where the Group allocates the right to external parties to use the Sizzler name and associated intellectual property. These contracts run for a 20-year period, with a right to renewal for an additional 20 years. Franchise agreements entitle the Group to two streams of revenue: • franchise fees: revenue relating to franchise fees is recognised over time. The transaction price allocated to these services is recognised as a contract liability at the time of the commencement of the contract and is released on a straight-line basis over the period of the contract; and • sales-based royalties: revenue relating to sales-based royalties is recognised as the subsequent sale occurs. Accounting for Costs to Fulfil a Contract Costs that relate directly to a contract with customers, generate resources used in satisfying the contract and are expected to be recovered are capitalised as costs to fulfil a contract. The asset is amortised at a pattern consistent with the recognition of the associated revenue. Other Income 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 has been established. Financing Components The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 51 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 63 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) A4/ Material profit or loss items from continuing operations The Group has identified a number of items which are material due to the significance of their nature and/or amount. These are listed separately here to provide a better understanding of the financial performance of the Group. Depreciation, amortisation and impairment Depreciation Property, plant and equipment Right-of-use assets Total depreciation Amortisation Intangible assets Total amortisation Impairment Property, plant and equipment Intangible assets Right-of-use assets Total impairment Notes 2021 $'000 2020 $'000 39,374 41,115 80,489 3,587 3,587 4,476 232 4,803 9,511 36,615 38,448 75,063 3,425 3,425 5,204 270 4,526 10,000 G5 Total depreciation, amortisation and impairment 93,587 88,488 Finance income and costs Finance income Finance costs Net finance costs Employee benefits expense Wages and salaries Defined contribution superannuation expense Employee entitlements Total employee benefits expense Inventories recognised as an expense Net (income)/expense on insurance claim: material damage Fair value gain on debt modification Performance rights Costs of acquisitions expensed Net (recognition)/derecognition of tax losses and change in tax rates Net loss on disposal of property, plant and equipment - 29,391 29,391 (271) 32,209 31,938 269,973 22,975 14,638 307,586 342,796 - - 1,201 1,400 (459) 362 242,832 20,632 14,248 277,712 306,553 (1,604) (770) (424) - 2,286 168 64 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 52 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) B/ Cash Management Collins Foods Limited has a focus on maintaining a strong balance sheet with the strategy incorporating the Group’s expenditure, growth and acquisition requirements, and the desire to return dividends to shareholders. B1/ Cash and cash equivalents B2/ Borrowings B3/ Ratios B4/ Dividends B1/ Cash and cash equivalents Cash at bank and in hand (1) 2021 $'000 2020 $'000 95,717 116,297 (1) Included in cash at bank is an amount of $2.0 million (2020: $2.0 million) that is held under lien by the bank as security for Europe lease agreements and are therefore not available to use by the Group. Reconciliation of profit after income tax to net cash inflow from operating activities Profit for the period Notes 2021 $'000 2020 $'000 32,949 31,263 Adjustments for non-cash income and expense items: Depreciation, amortisation and impairment (excluding the impact of AASB 16) (1) Depreciation and impairment of right-of-use assets (1) Franchise rights written off (Gain) / loss on disposal of property, plant and equipment (Gain) / loss on disposal of right-of-use assets Fair value (gain) / loss on debt modification Amortisation of borrowing costs Non-cash employee benefits expense share based payments expense Interest paid on leases classified as financing cash flows Provision for inventory write offs Provision for make good obligations Provision for employee entitlements A1 A1 G5 A4 Changes in assets and liabilities: Receivables Inventory Prepayments and other assets Share of profits of joint venture Trade payables and accruals Income tax payable Deferred tax balances Goods and services tax payable Fringe benefits tax payable Net operating cash flows 48,021 46,466 1,327 465 (193) - 587 1,201 20,850 - (381) 278 (98) (273) (655) (50) 4,093 95 (5,169) (1,787) 312 148,038 45,932 44,202 409 774 39 (770) 641 (424) 20,872 (30) 224 590 112 (494) (1,318) (200) 5,937 2,593 (1,667) 594 40 149,319 (1) Includes depreciation of property, plant and equipment of $352,000 (2020:$418,000) and depreciation and impairment of right-of-use assets of $548,000 (2020:$1,228,000) relating to Sizzler Australia, which was discontinued during the 2021 reporting period. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 53 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 65 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) B1/ Cash and cash equivalents (continued) ACCOUNTING POLICY 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. B2/ Borrowings AVAILABLE FINANCING FACILITIES 2021 2020 Working Capital Facility $'000 10,190 25,386 35,576 Bank Loan Facility $'000 263,794 90,240 354,034 Working Capital Facility $'000 10,859 26,116 36,975 Bank Loan Facility $'000 309,304 54,521 363,825 Used (1) Unused Total (1) $845,000 (2020: $674,000) of the working capital facility has been used for bank guarantees rather than drawn down cash funding. A subsidiary of the Company, CFG Finance Pty Limited, is the primary borrower under a Syndicated Facility Agreement (Syndicated Facility) and a Working Capital Facility Agreement (Working Capital Facility). On 26 September 2019, the Group entered into a new Syndicated Facility Agreement for $265 million and €80 million, including working capital facilities. The new term of the facility is a blend of maturities with $180 million and €50 million expiring on 31 October 2022 and the remaining $85 million and €30 million expiring on 31 October 2024. Facilities The Syndicated Facility and Working Capital Facility 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. During the reporting period ended 2 May 2021, the Group maintained compliance with the financial covenants and restrictions of these facilities. 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. Borrowings Reconciliation This section sets out the movements in borrowings for each of the periods presented. Beginning of the reporting period Cash flows Foreign exchange adjustments End of the reporting period For further information on the Group's borrowings refer to notes C1 and C2. 2021 $'000 2020 $'000 319,489 (37,327) (9,022) 273,140 292,261 21,219 6,009 319,489 66 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 54 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) B2/ Borrowings (continued) ACCOUNTING POLICY 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 transaction 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 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. B3/ Ratios CAPITAL MANAGEMENT The Group manages its capital by maintaining a strong capital base. The Group assesses its capital base by reference to its gearing ratio, which it defines as net debt divided by total capital. Net debt is calculated as borrowings (excluding capitalised fees and lease liabilities) less cash and cash equivalents. Total capital is calculated as total equity as shown in the balance sheet plus net debt. At balance date, the gearing ratio was 33% (2020: 36%). NET DEBT General cash at bank and on hand Borrowings Net debt NET LEVERAGE Net debt EBITDA per Syndicated Facility Agreement Net leverage Notes 2021 $'000 2020 $'000 95,717 (273,140) (177,423) 116,297 (319,489) (203,192) 2021 $'000 2020 $'000 (177,423) (203,192) 133,172 120,562 1.33 1.69 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 55 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 67 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) B4/ Dividends DIVIDENDS 2021 $'000 2020 $'000 Dividends paid of $0.21 (2020: $0.20) per fully paid share 24,482 23,316 FRANKING CREDITS 2021 $'000 2020 $'000 Franking credits available for subsequent reporting periods based on a tax rate of 30.0% (2020: 30.0%) 122,971 105,751 The above amounts are calculated from the balance of the franking account as at the end of the reporting period, adjusted for: • franking credits that will arise from the payment of income tax payable as at the end of the reporting period; • franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; and • franking credits that may be prevented from being distributed in the subsequent reporting period. The consolidated amounts include franking credits that would be available to the parent entity if distributable profits of subsidiaries were paid as dividends. Since the end of the reporting period, the Directors of the Company have declared the payment of a fully franked final dividend of 12.50 cents per ordinary share (2020: 10.5 cents) to be paid on 22 July 2021. The aggregate amount of the dividend to be paid on that date, but not recognised as a liability at the end of the reporting period is $14,572,656 (2020: $12,241,031). ACCOUNTING POLICY 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 reporting period but not distributed at balance date. 68 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 56 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) C/ Financial Risk Management This section provides information relating to the Group’s exposure to financial risks, how they affect the financial position and performance, and how the risks are managed. C1/ Financial risk management C2/ Recognised fair value measurements C3/ Derivative financial instruments C1/ Financial risk management 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. The Group's activities expose it to a variety of financial risks: market risk (including currency risk, interest risk and price risk), credit risk and liquidity risk. In addition, the Group manages its capital base. 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 Swap Contracts 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. MARKET RISK Foreign Currency Risk During 2021 and 2020, the financial instruments of the Group and the parent entity were denominated in Australian dollars apart from certain bank accounts, trade receivables and trade payables in respect of the Group’s Asian operations and European operations which were denominated in foreign currencies at the Group level. In respect of its European operations the Group aims to reduce balance sheet translation exposure by borrowing in the currency of its assets (Euro €) as far as practical (disclosed in Note B2). Management has decided not to hedge the foreign currency risk exposure for Asia. The Group’s exposure to foreign currency risk is disclosed in the tables below. Hedge of net investment in foreign entity As at 25 August 2017, €48.3 million of the Euro denominated loan of €48.5 million was designated as the hedging instrument of a net investment hedge for the foreign currency risk exposure of €48.3 million of the Euro equity invested in Collins Foods Europe Limited (and subsidiaries). As at inception, this hedge was considered to be completely effective. 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. 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 (Swap Contracts) under which it is obliged to receive interest at variable rates and to pay interest at fixed rates. Information about the Group's variable rate borrowings, outstanding Swap Contracts and an analysis of maturities at the reporting date is disclosed in Notes C1 and C3. 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. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 57 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 69 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) C1/ Financial risk management (continued) CREDIT RISK Credit risk arises from cash and cash equivalents, derivative financial instruments, deposits with banks, other trade receivables and receivables from 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 Note G3) is not past due, nor impaired (2020: 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. Credit risk further arises in relation to financial guarantees given to certain parties (refer to Notes B2 and H1 for details). 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 B2. Non-interest bearing liabilities are due within six months. For maturities of interest bearing liabilities and Swap Contracts of the Group, refer to Notes C1 and C3. Maturities of financial liabilities The tables below analyse the Group's financial liabilities into relevant maturity groupings based on their contractual maturities for: • all non-derivative financial liabilities; and • 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 Swap Contracts the cash flows have been estimated using forward interest rates applicable at the end of each reporting period. 70 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 58 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) C1/ Financial risk management (continued) 2021 Non-derivatives Trade payables Borrowings (excluding finance leases) Total non-derivatives Derivatives Net settled (Swap Contracts) 2020 Non-derivatives Trade payables Borrowings (excluding finance leases) Total non-derivatives Derivatives Net settled (Swap Contracts) Less than 1 year $'000 Between 1 and 2 years $'000 Between 2 and 5 years $'000 Total contractual cash flows $'000 Carrying amount (assets)/ liabilities $'000 96,895 5,973 102,868 - - 96,895 96,895 206,170 206,170 64,145 64,145 276,288 373,183 271,490 368,385 Note G7 B2 C3 1,541 822 - 2,363 2,355 Note $'000 $'000 $'000 $'000 $'000 G7 B2 88,099 11,184 99,283 - - 88,099 88,099 12,879 12,879 319,746 319,746 343,809 431,908 317,252 405,351 C3 2,674 1,240 623 4,537 4,444 INTEREST RATE RISK AND FOREIGN CURRENCY RISK The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest rate risk and foreign currency risk only, as the Group is not exposed to other market risks: Interest rate risk Foreign currency risk 2021 Financial assets Financial liabilities Total increase/ (decrease) -1% +1% -1% +1% Carrying amount $'000 Profit $'000 Equity $'000 Profit $'000 Equity $'000 Profit $'000 Equity $'000 Profit $'000 Equity $'000 98,503 (670) - 670 - 377,824 671 (1,846) (671) 1,846 283 (325) - 958 (283) 325 - (958) 1 (1,846) (1) 1,846 (42) 958 42 (958) Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 59 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 71 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) C1/ Financial risk management (continued) Interest rate risk Foreign currency risk -1% +1% -10% +10% Carrying amount $'000 Profit $'000 Equity $'000 Profit $'000 Equity $'000 Profit $'000 Equity $'000 Profit $'000 Equity $'000 119,368 416,789 (814) - 814 - 989 (3,020) (989) 3,020 403 (239) - 993 (403) 239 - (993) 175 (3,020) (175) 3,020 164 993 (164) (993) 2020 Financial assets Financial liabilities Total increase/ (decrease) Interest Rate Risk Exposures - Non-Current Liabilities The following table summarises interest rate risk for the Group, together with effective interest rates as at the end of the reporting period. Floating interest rate $'000 Fixed interest maturing in: 5 years or less $'000 Non-interest bearing $'000 Notes Weighted average effective rate % Total $000 2021 Trade and other payables Borrowings - unhedged Borrowings - hedged (1) G7 B2 B2 - 95,794 - 95,794 - - 168,000 168,000 96,895 - - 96,895 96,895 95,794 168,000 360,689 - 1.3 1.0 2.3 Notes $'000 $'000 $'000 $000 % 2020 Trade and other payables Borrowings - unhedged Borrowings - hedged (1) G7 B2 B2 - 141,304 - 141,304 - - 168,000 168,000 88,099 - - 88,099 88,099 141,304 168,000 397,403 - 2.4 1.0 3.4 (1) Refer Note C3 for details of derivative financial instruments Interest Rate Risk Exposures - Current Asset Receivables The Group’s exposure to interest rate risk and the average interest rate by maturity period is set out in the following table: Trade and other receivables (non-interest bearing) CREDIT RISK 2021 $'000 2020 $'000 2,786 3,071 There is no concentration of credit risk with respect to external current and non-current receivables. 72 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 60 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) C2/ Recognised fair value measurements FAIR VALUE HIERARCHY Judgements and estimates are made in determining the fair values of assets and liabilities that are recognised and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified such assets and liabilities into the three levels prescribed under the accounting standards. Financial instruments that are measured subsequent to initial recognition at fair value are grouped into Levels 1 to 3, based on the degree to which the fair value is observable. The different levels have been identified as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2: 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); and • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The Directors consider that the carrying amount of financial assets and financial liabilities recorded in the financial statements approximate their fair values. As at 2 May 2021, the Group has derivative financial instruments which are classified as Level 2 financial instruments. There are no Level 1 or Level 3 financial instruments. As at 3 May 2020, the Group had Level 2 financial instruments. There were no Level 1 or Level 3 financial instruments. LEVEL 2 FINANCIAL INSTRUMENTS The fair values of derivative instruments are determined as the estimated amount that the Group and the Company would receive or pay to terminate the interest rate swap at the end of the reporting period, taking into account the current interest rate. VALUATION PROCESS The finance department of the Group engages a third party expert valuation firm to value the derivative financial instruments that are required to be measured, recognised and disclosed in the financial statements, at fair value. This includes Level 2 fair values. The finance department reports directly to the Group CFO and the Audit and Risk Committee (ARC). Discussions of valuation processes and results are held between the Group CFO, ARC and the finance department at least once every six months, in line with the Group's half-year reporting periods. The main Level 2 inputs used by the Group are derived and evaluated as follows: • discount rates for financial assets and financial liabilities are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset. Changes in Level 2 and Level 3 fair values are analysed at the end of each reporting period during the half-year valuation discussion between the Group CFO, ARC and finance department. As part of this discussion the finance department presents a report that explains the reason for the fair value movements. DISCLOSED FAIR VALUES The Group also has assets and liabilities which are not measured at fair value, but for which fair values are disclosed in the notes to the financial statements. RECEIVABLES Due to the short term nature of the current receivables, their carrying amount is assumed to be the same as their fair value. For the majority of non-current receivables, the fair values are not materially different to their carrying amounts, since the interest on those receivables is close to current market rates. TRADE AND OTHER PAYABLES Due to the short term nature of the trade and other payables, their carrying amount is assumed to be the same as their fair value. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 61 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 73 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) C2/ Recognised fair value measurements (continued) BORROWINGS The fair value of borrowings is as follows: 2021 2020 Carrying value $'000 Fair value $'000 Discount rate % Carrying amount $'000 Fair value $000 Discount rate % Bank Loan (net of borrowing costs) 271,490 250,670 4.1 317,252 276,473 6.9 The fair value of non-current borrowings is based on discounted cash flows using the rate disclosed in the table above. They are classified as Level 3 values in the fair value hierarchy due to the use of unobservable inputs, including the credit risk of the Group. ACCOUNTING POLICY FINANCIAL ASSETS Classification and Measurement The Group classifies its financial assets into the following categories: those to be measured subsequently at fair value (either through other comprehensive income or through the income statement) and those to be held at amortised cost. Further detail on each classification is outlined below. Classification depends on the business model for managing the financial assets and the contractual terms of the cash flows. Management determines the classification of financial assets at initial recognition. The Group’s policy with regard to financial risk management is set out in Note C1. Generally, the Group does not acquire financial assets for the purpose of selling in the short term. The Group’s business model is primarily that of ‘hold to collect’ (where assets are held in order to collect contractual cash flows). When the Group enters into derivative contracts, these transactions are designed to reduce exposures relating to assets and liabilities, firm commitments or anticipated transactions. (A) Financial Assets Held at Amortised Cost This classification applies to debt instruments which are held under a hold to collect business model and which have cash flows that meet the ‘Solely payments of principal and interest’ (SPPI) criteria. At initial recognition, trade receivables that do not have a significant financing component, are recognised at their transaction price. Other financial assets are initially recognised at fair value plus related transaction costs; they are subsequently measured at amortised cost using the effective interest method. Any gain or loss on de-recognition or modification of a financial asset held at amortised cost is recognised in the income statement. (B) Financial Assets Held at Fair Value Through Other Comprehensive Income (FVOCI) This classification applies to the following financial assets: • Debt instruments that are held under a business model where they are held for the collection of contractual cash flows and also for sale (‘Collect and sell’) and which have cash flows that meet the SPPI criteria. All movements in the fair value of these financial assets are taken through other comprehensive income, except for the recognition of impairment gains or losses, interest revenue (including transaction costs by applying the effective interest method), gains or losses arising on derecognition and foreign exchange gains and losses which are recognised in the income statement. When the financial asset is derecognised, the cumulative fair value gain or loss previously recognised in other comprehensive income is reclassified to the income statement. • Equity investments where the Group has irrevocably elected to present fair value gains and losses on revaluation in other comprehensive income. The election can be made for each individual investment however it is not applicable to equity investments held for trading. 74 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 62 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) C2/ Recognised fair value measurements (continued) Fair value gains or losses on revaluation of such equity investments, including any foreign exchange component, are recognised in other comprehensive income. When the equity investment is derecognised, there is no reclassification of fair value gains or losses previously recognised in other comprehensive income to the income statement. Dividends are recognised in the income statement when the right to receive payment is established. (C) Financial Assets Held at Fair Value Through Profit or Loss (FVPL) This classification applies to the following financial assets, and in all cases, transactions costs are immediately expensed to the income statement: • Debt instruments that do not meet the criteria of amortised cost or fair value through other comprehensive income. Subsequent fair value gains or losses are taken to the income statement. • Equity Investments which are held for trading or where the FVOCI election has not been applied. All fair value gains or losses and related dividend income are recognised in the income statement. • Derivatives which are not designated as a hedging instrument. All subsequent fair value gains or losses are recognised in the income statement. Impairment of Financial Assets A forward looking expected credit loss (ECL) review is required for; debt instruments measured at amortised cost or held at fair value through other comprehensive income; loan commitments and financial guarantees not measured at fair value through profit or loss; lease receivables and trade receivables that give rise to an unconditional right to consideration. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 63 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 75 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) C3/ Derivative financial instruments Current liabilities Interest rate swap contracts - cash flow hedges Non-current liabilities Interest rate swap contracts - cash flow hedges INSTRUMENTS USED BY THE GROUP 2021 $'000 1,536 819 2020 $'000 2,641 1,803 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. INTEREST RATE SWAP CONTRACTS - CASH FLOW HEDGES During the reporting period ended 2 May 2021, the following Swap Contracts commenced to hedge a designated portion of the interest rate exposure of the facility: • $75.0 million commenced on 31 October 2020, with a maturity date of 31 October 2022; and • $65.0 million commenced on 31 October 2020, with a maturity date of 31 October 2022. Swap Contracts currently in place cover approximately 100% (2020: 80%) of the Australian dollar denominated loan principal outstanding and are timed to expire as each loan repayment falls due. The variable rates are BBSY which at balance date was 0.06% (2020: 0.29%). The notional principal amounts, periods of expiry and fixed interest rates applicable to the Swap Contracts are as follows: Less than 1 year 1-2 years 2-3 years 2021 2020 Weighted average fixed interest rate % - 1.0 - 1.0 $'000 - 168,000 - 168,000 Weighted average fixed interest rate % 2.4 - 1.0 3.4 $'000 140,000 - 168,000 308,000 The Swap Contracts require settlement of net interest receivable or payable each month. The settlement dates coincide with the dates on which interest is payable on the underlying debt. The Swap Contracts are settled on a net basis. The derivative financial instruments were designated as cash flow hedges at inception. CREDIT RISK EXPOSURES At 2 May 2021, the Swap Contracts gave rise to payables for unrealised losses on derivative instruments of $2.35 million (2020: $4.4 million) for the Group. Management has undertaken these contracts with the Australia and New Zealand Banking Group Limited and National Australia Bank Limited which are AA rated financial institutions. 76 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 64 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) C3/ Derivative financial instruments (continued) ACCOUNTING POLICY The Group enters into derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including interest rate swaps. Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. HEDGE ACCOUNTING The Group designates certain derivatives as hedging instruments in respect of foreign currency risk and interest rate risk in fair value hedges, cash flow hedges, or hedges of net investments in foreign operations as appropriate. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges. At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk, which is when the hedging relationships meet all of the hedge effectiveness requirements prescribed in AASB 9. If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge ratio but the risk management objective for that designated hedging relationship remains the same, the Group adjusts the hedge ratio of the hedging relationship (i.e. rebalances the hedge) so that it meets the qualifying criteria again. CASH FLOW HEDGES The effective portion of changes in the fair value of derivatives and other qualifying hedging instruments that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated under the heading of cash flow hedging reserve, limited to the cumulative change in fair value of the hedged item from inception of the hedge. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. The Group discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria. This includes instances when the hedging instrument expires or is sold, terminated or exercised. The discontinuation is accounted for prospectively. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss. HEDGES OF NET INVESTMENTS IN FOREIGN OPERATIONS Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated under the heading of foreign currency translation reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Gains and losses on the hedging instrument relating to the effective portion of the hedge accumulated in the foreign currency translation reserve are reclassified to profit or loss on the disposal or partial disposal of the foreign operation. Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria, they are classified as ‘held for trading’ for accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 65 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 77 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) D/ Reward and Recognition These programs also result in changes to the Group’s contributed equity. D1/ Key management personnel D2/ Share based payments D3/ Contributed equity D1/ Key management personnel KMP COMPENSATION Short term employee benefits Long term employee benefits(1) Post employment benefits Long term incentives Termination benefit Total KMP compensation Whole Dollars 2021 $ 2020 $ 4,417,193 4,969,845 (100,324) 132,673 678,445 459,821 17,664 153,778 58,935 - 5,587,808 5,200,222 (1) Long term employee benefits are negative in the current period due to reversal of Graham Maxwell's Long Service Leave accrual following his retirement on 1 July 2020. Detailed remuneration disclosures are provided in the Remuneration Report included in the Directors' Report. D2/ Share based payments LONG TERM INCENTIVE PLAN - PERFORMANCE RIGHTS The Company has a Long Term Incentive Plan (LTIP) designed to provide long term incentives for certain employees, including executive directors. Under the plan, participants are granted performance rights over shares. The number of performance rights is calculated by dividing the dollar value of the participant’s long term incentive by the ASX volume weighted average price of the shares for the five trading days prior and five trading days after the release of audited financial results. Unless otherwise determined by the Board in its discretion, performance rights are issued for nil consideration. The amount of performance rights that will vest depends upon the achievement of certain vesting conditions, including the satisfaction of a minimum 12 month term of employment and the achievement of earnings per share (EPS) growth targets by the Company. In the event of cessation of employment within 12 months of the date of grant, unvested rights are forfeited. In the event of cessation of employment after 12 months but before the conclusion of the vesting period, unvested rights are considered forfeited, unless otherwise determined by the Board, in which case any service condition will be deemed to have been fulfilled as at the testing date and subject to performance testing along with other participants. It is noted that the Board has discretion to allow “Good Leavers” to retain their Participation in the LTI plan beyond the date of cessation of employment when deemed appropriate to the circumstances. The EPS growth targets must be achieved over a three year performance period. Performance rights will automatically vest on the business day after the Board determines the vesting conditions have all been satisfied (Vesting Determination Date). The performance rights will automatically exercise on the Vesting Determination Date unless that date occurs outside a trading window permitted under the Company’s Securities Trading Policy, in which case the performance rights will exercise upon the first day of the next trading window. Upon exercise of the performance rights, the Company must issue or procure the transfer of one share for each performance right, or alternatively may in its discretion elect to pay the cash equivalent value to the participant. Performance rights will lapse on the first to occur of: • the expiry date; 78 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 66 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) D/ Reward and Recognition These programs also result in changes to the Group’s contributed equity. D1/ Key management personnel D2/ Share based payments D3/ Contributed equity D1/ Key management personnel KMP COMPENSATION Short term employee benefits Long term employee benefits(1) Post employment benefits Long term incentives Termination benefit Total KMP compensation Whole Dollars 2021 $ 2020 $ 4,417,193 4,969,845 (100,324) 132,673 678,445 459,821 17,664 153,778 58,935 - 5,587,808 5,200,222 (1) Long term employee benefits are negative in the current period due to reversal of Graham Maxwell's Long Service Leave accrual following his retirement on 1 July 2020. Detailed remuneration disclosures are provided in the Remuneration Report included in the Directors' Report. D2/ Share based payments LONG TERM INCENTIVE PLAN - PERFORMANCE RIGHTS The Company has a Long Term Incentive Plan (LTIP) designed to provide long term incentives for certain employees, including executive directors. Under the plan, participants are granted performance rights over shares. The number of performance rights is calculated by dividing the dollar value of the participant’s long term incentive by the ASX volume weighted average price of the shares for the five trading days prior and five trading days after the release of audited financial results. Unless otherwise determined by the Board in its discretion, performance rights are issued for nil consideration. The amount of performance rights that will vest depends upon the achievement of certain vesting conditions, including the satisfaction of a minimum 12 month term of employment and the achievement of earnings per share (EPS) growth targets by the Company. In the event of cessation of employment within 12 months of the date of grant, unvested rights are forfeited. In the event of cessation of employment after 12 months but before the conclusion of the vesting period, unvested rights are considered forfeited, unless otherwise determined by the Board, in which case any service condition will be deemed to have been fulfilled as at the testing date and subject to performance testing along with other participants. It is noted that the Board has discretion to allow “Good Leavers” to retain their Participation in the LTI plan beyond the date of cessation of employment when deemed appropriate to the circumstances. The EPS growth targets must be achieved over a three year performance period. Performance rights will automatically vest on the business day after the Board determines the vesting conditions have all been satisfied (Vesting Determination Date). The performance rights will automatically exercise on the Vesting Determination Date unless that date occurs outside a trading window permitted under the Company’s Securities Trading Policy, in which case the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) performance rights will exercise upon the first day of the next trading window. Upon exercise of the performance rights, the Company must issue or procure the transfer of one share for each performance right, D2/ Share based payments (continued) or alternatively may in its discretion elect to pay the cash equivalent value to the participant. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Performance rights will lapse on the first to occur of: • the vesting conditions not being satisfied by the Vesting Determination Date; D2/ Share based payments (continued) • the expiry date; • unless the Board otherwise determines, by the cessation of the employment of the employee to whom the offer of performance rights was made. The Board determination will depend upon the reason for • the vesting conditions not being satisfied by the Vesting Determination Date; employment ceasing (resignation, dismissal for cause, death or illness). • unless the Board otherwise determines, by the cessation of the employment of the employee to whom Collins Foods Limited ACN 151 420 781 I Performance rights when issued under the LTIP are not entitled to receive a dividend and carry no voting the offer of performance rights was made. The Board determination will depend upon the reason for rights. employment ceasing (resignation, dismissal for cause, death or illness). Financial Report - for the reporting period ended 2 May 2021 66 of 116 Set out below are summaries of performance rights issued under the LTIP: Performance rights when issued under the LTIP are not entitled to receive a dividend and carry no voting rights. Set out below are summaries of performance rights issued under the LTIP: Balance at the beginning of the reporting period Vested and exercised Issued during the reporting period Balance at the beginning of the reporting period Lapsed during the reporting period Vested and exercised Balance at the end of the reporting period Issued during the reporting period Lapsed during the reporting period 2021 2020 2021 926,998 - 204,207 926,998 (477,950) - 653,255 204,207 (477,950) 2020 830,290 (69,589) 267,536 830,290 (101,239) (69,589) 926,998 267,536 (101,239) 653,255 Balance at the end of the reporting period During the 2018 financial year, grants under the long term incentive plan were made with a performance period of FY18, FY19 and FY20 (FY18 Grant). Based upon the EPS growth achieved over the three year performance period (FY18-FY20), no vesting was achieved for FY18 Grants for the performance rights with a During the 2018 financial year, grants under the long term incentive plan were made with a performance performance period commencing 1 May 2017 and ended on 3 May 2020 (Vesting Rights). An additional period of FY18, FY19 and FY20 (FY18 Grant). Based upon the EPS growth achieved over the three year 164,623 performance rights were forfeited during the 2021 financial year in relation to FY19 and FY20 Grants, performance period (FY18-FY20), no vesting was achieved for FY18 Grants for the performance rights with a following the retirement and departure of Graham Maxwell and Mark van 't Loo respectively. performance period commencing 1 May 2017 and ended on 3 May 2020 (Vesting Rights). An additional All performance rights issued during the reporting period ended 2 May 2021 have an expiry date of 27 July 164,623 performance rights were forfeited during the 2021 financial year in relation to FY19 and FY20 Grants, 2023 and were issued with an exercise price of nil. All performance rights issued during the reporting period following the retirement and departure of Graham Maxwell and Mark van 't Loo respectively. ended 3 May 2020 have an expiry date of 26 July 2022 and were issued with an exercise price of nil. All performance rights issued during the reporting period ended 2 May 2021 have an expiry date of 27 July 2023 and were issued with an exercise price of nil. All performance rights issued during the reporting period FAIR VALUE OF PERFORMANCE RIGHTS ISSUED ended 3 May 2020 have an expiry date of 26 July 2022 and were issued with an exercise price of nil. 926,998 There were two tranches of performance rights issued on the same date during the reporting period ended 2 May 2021: FAIR VALUE OF PERFORMANCE RIGHTS ISSUED • The assessed fair value of performance rights issued on 16 October 2020 was an average of $10.18. The There were two tranches of performance rights issued on the same date during the reporting period ended 2 fair value at issuance date was determined using a discounted cash flow model incorporating the share May 2021: price at issuance date of $10.78, the term of the right, the expected dividend yield of 1.86% and the risk • The assessed fair value of performance rights issued on 16 October 2020 was an average of $10.18. The free interest rate for the term of the rights of 0.14%. fair value at issuance date was determined using a discounted cash flow model incorporating the share price at issuance date of $10.78, the term of the right, the expected dividend yield of 1.86% and the risk free interest rate for the term of the rights of 0.14%. There were two tranches of performance rights issued on the same date during the reporting period ended 3 May 2020: • The assessed fair value of performance rights issued on 16 September 2019 was an average of $8.65. The There were two tranches of performance rights issued on the same date during the reporting period ended 3 fair value at issuance date was determined using a discounted cash flow model incorporating the share May 2020: price at issuance date of $9.32, the term of the right, the expected dividend yield of 2.44% and the risk • The assessed fair value of performance rights issued on 16 September 2019 was an average of $8.65. The free interest rate for the term of the rights of 0.74%. fair value at issuance date was determined using a discounted cash flow model incorporating the share price at issuance date of $9.32, the term of the right, the expected dividend yield of 2.44% and the risk free interest rate for the term of the rights of 0.74%. ANNUAL REPORT 2021 COLLINS FOODS LIMITED 79 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 67 of 116 67 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) D2/ Share based payments (continued) ACCOUNTING POLICY Equity settled share based payments are measured at the fair value of the equity instrument at the date of grant. The fair value of performance rights granted is recognised as an employee benefit expense with a corresponding increase in equity. The determination of fair value includes consideration of any market performance conditions and the impact of any non-vesting conditions but excludes the impact of any service and non-market performance vesting conditions. Non-market vesting conditions are included in assumptions about the number of performance rights that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of performance rights that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit and loss, with a corresponding adjustment to equity. D3/ Contributed equity EQUITY OF PARENT COMPANY Parent Entity Number of ordinary shares - fully paid 116,581,244 Date 3 May 2020 Share capital $000 290,788 Total equity $000 290,788 2 May 2021 116,581,244 290,788 290,788 Balance Balance 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. ACCOUNTING POLICY 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. 80 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 68 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) E/ Related Parties This section provides information relating to the Group’s related parties and the extent of related party transactions within the Group and the impact they had on the Group’s financial performance and position. E1/ Investments accounted for using the equity method E2/ Related party transactions E1/ Investments accounted for using the equity method INTERESTS IN INDIVIDUALLY IMMATERIAL JOINT VENTURES Name of entity Place of incorporation Acronym % of ownership interest 2021 % 2020 % Sizzler China Pte Ltd Singapore SCP 50 50 Summarised Financial Information of Joint Ventures 2021 $'000 2020 $'000 Aggregate carrying amount of individually immaterial joint ventures 2,301 2,731 Aggregate amounts of the Group's share of: Profit from continuing operations Total comprehensive income ACCOUNTING POLICY 50 50 200 200 Under AASB 11 Joint Arrangements, investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. The Group has two joint ventures. Investments in joint ventures are accounted for using the equity method of accounting, after initially being recognised at cost in the Consolidated Balance Sheet. Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from joint ventures are recognised as a reduction in the carrying amount of the investment. When the Group’s share of losses in an equity accounted investment equals or exceeds its interest in the entity, 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 other entity. Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in the entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group. E2/ Related party transactions PARENT ENTITY The parent entity and ultimate parent entity within the Group is Collins Foods Limited. ANNUAL REPORT 2021 COLLINS FOODS LIMITED 81 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 69 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) E2/ Related party transactions (continued) KEY MANAGEMENT PERSONNEL Disclosures relating to the compensation of KMP are included in Note D1 and in the Remuneration Report included in the Directors' Report. SUBSIDIARIES The ownership interests in subsidiaries are set out in Note H1. 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. OUTSTANDING BALANCES ARISING FROM SALES/PURCHASES OF GOODS AND SERVICES The following balances are outstanding at the end of the reporting period in relation to transactions with related parties: Current receivables Key management personnel TRANSACTIONS WITH RELATED PARTIES 2021 $ 2020 $ - 47,911 All transactions with related parties are conducted on commercial terms and conditions. Outstanding balances other than loans to key management personnel are unsecured and are repayable in cash. F/ Discontinued operation F1/ SIZZLER AUSTRALIA On 2 October 2020, the Group announced its intention to permanently close its remaining nine Sizzler restaurants in Australia. The restaurants were formally closed on 15 November 2020. F2/ FINANCIAL PERFORMANCE AND CASH FLOW INFORMATION The financial performance and cash flow information presented are for the period ended 2 May 2021 and the period ended 3 May 2020. Revenue Cost of Sales Gross profit Other Expenses Marketing and royalty expenses Occupancy expenses Administration expenses Restaurant related expenses Other income Loss from discontinued operations before finance income, finance costs and income tax (EBIT) Finance costs Loss before Income tax 82 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 2021 $'000 9,573 (6,354) 3,219 (2,395) (3,344) (928) (532) (1,809) 39 (5,750) (7) (5,757) 2020 $'000 33,645 (17,318) 16,327 (608) (6,941) (3,518) (2,093) (4,401) 20 (1,214) (43) (1,257) Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 70 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) F/ Discontinued operation (continued) Income tax benefit Loss of discontinued operations Expenses include closure costs of $2,630,000 in the 2021 reporting period (2020: $Nil). Net cash inflow/(outflow) from operating activities Net cash inflow/(outflow) from investing activities Net cash inflow/(outflow) from financing activities Net (decrease)/increase in cash generated by the discontinued operations 2021 $'000 1,094 (4,663) 2021 $'000 (3,374) 266 - (3,108) 2020 $'000 329 (928) 2020 $'000 99 3 - 102 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 71 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 83 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G/ Other Items G1/ Commitments for expenditure G7/ Trade and other payables G2/ Earnings per share G3/ Receivables G8/ Provisions G9/ Reserves G4/ Property, plant and equipment G10/ Tax G5/ Intangible assets G11/ Auditor's remuneration G6/ Leases G12/ Contingencies G1/ Commitments for expenditure CAPITAL COMMITMENTS Significant capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows: Right-of-use assets (1) Property, plant and equipment Land and buildings Total commitments 2021 $'000 29,908 2,637 4,300 36,845 2020 $'000 15,284 1,235 - 16,519 (1) This represents any agreements for leases the Group has signed before year end, that have not yet proceeded to an executed lease agreement. This is the value repayable over the primary term of the lease. As there is not yet a commencement date, the values have not been discounted to present value. G2/ Earnings per share Earnings used in the calculation of basic and diluted earnings per share from continuing operations ($000) Net profit/(loss) from discontinued operation ($000) Weighted average basic ordinary shares outstanding Weighted average diluted ordinary shares outstanding space Basic earnings per share Basic earnings per share from continuing operations (cents) Basic earnings per share from discontinued operations (cents) Total basic earnings per share attributable to members of Collins Foods Limited Diluted earnings per share Diluted earnings per share from continuing operations (cents) Diluted earnings per share from discontinued operations (cents) Total diluted earnings per share attributable to members of Collins Foods Limited 2021 2020 37,612 (4,663) 116,581,244 117,141,933 32,191 (928) 116,569,052 117,407,285 32.26 (4.00) 28.26 32.11 (3.98) 28.13 27.61 (0.79) 26.82 27.42 (0.79) 26.63 84 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 72 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G2/ Earnings per share (continued) Weighted Average Number of Share Used As The Denominator 2021 Shares 2020 Shares Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 116,581,244 116,569,052 Adjustments for calculation of diluted earnings per share: Performance rights 560,689 838,233 Weighted average number of ordinary and potential ordinary shares used as the denominator in calculating diluted earnings per share 117,141,933 117,407,285 ACCOUNTING POLICY 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 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. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 73 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 85 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G3/ Receivables Current Assets - Receivables Trade receivables Other receivables ACCOUNTING POLICY 2021 $'000 2,786 - 2,786 2020 $'000 3,070 1 3,071 Trade receivables are amounts due for goods or services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. IMPAIRMENT OF TRADE RECEIVABLES The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The expected loss rates are based on the payment profiles of receivables over a period of 36 months before 2 May 2021 or 3 May 2020 respectively and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has identified the GDP and the unemployment rate of the countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors. 86 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 74 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G4/ Property, plant and equipment Land & Buildings $'000 Leasehold improvements $'000 Plant and equipment $'000 Construction in progress $'000 Total $'000 At 4 May 2020 Cost or fair value Accumulated depreciation 13,774 256,296 (606) (142,272) Net book amount at 4 May 2020 13,168 114,024 143,273 (90,074) 53,199 7,078 420,421 - (232,952) 7,078 187,469 Additions Acquisitions through controlled entity purchased Transfers Depreciation charge (1) Impairment charge (2) Disposals Exchange differences Net book amount at 2 May 2021 At 2 May 2021 Cost or fair value Accumulated depreciation Net book amount at 2 May 2021 At 29 April 2019 Cost or fair value Accumulated depreciation Net book amount at 29 April 2019 Additions Transfers Depreciation charge (1) Impairment charge (2) Disposals Exchange differences Net book amount at 3 May 2020 At 3 May 2020 Cost or fair value Accumulated depreciation Net book amount at 3 May 2020 - - - (362) - - - 12,806 10,835 10,681 25,383 46,899 18 8,089 (21,172) (3,322) (23) (1,871) 106,578 953 14,494 (18,192) (1,154) (251) (178) 59,552 - (22,087) - - 36 (427) 9,983 971 496 (39,726) (4,476) (238) (2,476) 188,919 13,774 (968) 12,806 264,633 (158,055) 106,578 163,545 (103,993) 59,552 9,983 - 9,983 451,935 (263,016) 188,919 Land & Buildings $'000 Leasehold improvements $'000 Plant and equipment $'000 Construction in progress $'000 Total $'000 14,024 (259) 13,765 - - (366) - (231) - 13,168 226,644 (120,680) 105,964 130,336 (80,589) 49,747 7,228 - 7,228 378,232 (201,528) 176,704 2,764 29,247 3,253 15,871 (21,340) (15,327) (4,143) (181) 1,713 114,024 (1,061) (197) 913 53,199 45,707 (45,328) - - (623) 94 7,078 51,724 (210) (37,033) (5,204) (1,232) 2,720 187,469 13,774 (606) 13,168 256,296 (142,272) 114,024 143,273 (90,074) 53,199 7,078 - 7,078 420,421 (232,952) 187,469 (1) Includes depreciation charge of $352,000 (2020: $418,000) relating to Sizzler Australia, which was discontinued during the current reporting period. (2) Included in Note G5 is the breakdown of impairments. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 75 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 87 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G4/ Property, plant and equipment (continued) ACCOUNTING POLICY 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: Asset classes Method Buildings Leasehold improvements: Buildings Other leasehold improvements Plant and equipment Motor vehicles Straight Line Straight Line Straight Line Straight Line Straight Line Average Life 20 years 20 years or term of the lease(1) Primary term of lease(2) 8 years 4 years (1) Estimated useful life is the shorter of 20 years or the full term of the lease including renewal periods that are intended to be exercised. (2) If primary term of the lease differs significantly from the estimated useful life of the asset, judgement is applied to the estimated useful life and an individual rate is applied. The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. 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 Note G5). 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 reporting period of disposal. 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 in the Consolidated Income Statement 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. 88 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 76 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G5/ Intangible assets Goodwill $'000 Franchise rights $'000 Brand names $'000 Software $'000 Total $'000 At 4 May 2020 Cost Accumulated amortisation Net book amount at 4 May 2020 459,231 (28,070) 431,161 17,819 (7,017) 10,802 33,585 (22,335) 11,250 8,157 (3,981) 4,176 518,792 (61,403) 457,389 Additions - 3,379 Acquisitions through controlled entity purchased Transfers Amortisation Impairment charge Disposals Exchange differences Net book amount at 2 May 2021 At 2 May 2021 Cost Accumulated amortisation Net book amount at 2 May 2021 At 29 April 2019 Cost Accumulated amortisation Net book amount at 29 April 2019 Additions Transfers Amortisation Impairment charge Disposals Exchange differences Net book amount at 3 May 2020 At 3 May 2020 Cost Accumulated amortisation Net book amount at 3 May 2020 3,802 - - - - (8,397) 426,566 - - (1,029) (175) (1,327) (293) 11,357 - - - (881) - - (1,904) 8,465 2,974 6,353 - (495) (1,677) (57) - (246) 4,675 3,802 (495) (3,587) (232) (1,327) (10,840) 451,063 454,636 (28,070) 426,566 19,577 (8,220) 11,357 29,648 (21,183) 8,465 10,185 (5,510) 4,675 514,046 (62,983) 451,063 Goodwill $'000 Franchise rights $'000 Brand names $'000 Software $'000 Total $'000 452,455 (28,070) 424,385 - - - - - 6,776 431,161 16,425 (5,638) 10,787 1,757 77 (1,315) (270) (409) 175 10,802 29,058 (17,905) 11,153 - - (955) - - 1,052 11,250 6,047 (2,857) 3,190 2,078 133 (1,155) - (21) (49) 503,985 (54,470) 449,515 3,835 210 (3,425) (270) (430) 7,954 4,176 457,389 459,231 (28,070) 431,161 17,819 (7,017) 10,802 33,585 (22,335) 11,250 8,157 (3,981) 4,176 518,792 (61,403) 457,389 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 77 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 89 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G5/ Intangible assets (continued) IMPAIRMENT TEST FOR GOODWILL ALLOCATION OF GOODWILL KFC Restaurants Australia KFC Restaurants Europe Sizzler Asia Carrying value 2021 $'000 2020 $'000 327,005 98,364 1,197 426,566 327,005 102,707 1,449 431,161 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 the KFC and Sizzler Asia cash generating units, there are no reasonable and likely changes in assumptions which would result in an impairment. During the reporting period ended 2 May 2021, the above cash generating units and the individual restaurant assets were tested for impairment in accordance with AASB 136. In the event that the carrying value of these assets was higher than the recoverable amount (measured as the higher of fair value less costs to sell and value in use) an impairment charge was recognised in the Consolidated Income Statement as set out in the table below. KFC Restaurants Australia KFC Restaurants Europe Taco Bell Total 2021 $'000 2020 $'000 2021 $'000 2020 $'000 2021 $'000 2020 $'000 2021 $'000 2020 $'000 Leasehold improvements Plant and equipment Franchise rights Software Right-of-use assets Total - - - - - - - - - - - - 1,224 4,143 2,098 1,154 82 57 2,346 4,863 1,061 270 - - 93 - 4,526 10,000 2,457 4,648 - - - - - - 3,322 4,143 1,154 175 57 4,803 9,511 1,061 270 - 4,526 10,000 90 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 78 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G5/ Intangible assets (continued) KEY ASSUMPTIONS USED FOR VALUE-IN-USE CALCULATIONS Post-tax discount rate segment Post-tax discount rate store Growth rates - Revenue for Yr 1 - Yr 5(1) - Revenue for Yr 6 - Yr 20 - Annual growth for terminal value KFC Australia KFC Europe Taco Bell 2021 7.5% Store specific 3.7%* 2.5% 2.5% 2020 10.3% 10.3% 2.5% 2.5% 1.5% 2021 7.1% Store specific 4.8%* 1.5% 1.5% 2020 6.9% 6.9% 2.5% 2.5% 1.5% 2021 8.0% Store specific 9.3%* 2.5% 2.5% 2020 10.3% 10.3% 4.2%* 2.5% 1.5% (1) The Revenue Growth rates applied from Yr 1- Yr 5 relate specifically to restaurant assets where detailed impairment models were prepared. * Store specific plans with average annual growth rate KFC AUSTRALIA RESTAURANTS Value in use recoverable amount valuations were performed at the cash generating unit level and at the individual store level for the purpose of testing goodwill and store specific assets, respectively. Store assets include Property, Plant & Equipment and Right of Use assets. Accordingly, detailed impairment models were prepared for the cash generating unit and for some of the KFC Australia stores where indicators of impairment were identified. The impairment test did not result in any impairments for the KFC Australia restaurants. The impairment models have been prepared as follows: ● The cash flow estimate for the cash generating unit has been prepared based on a period of five years. ● The cash flows estimates for the individual restaurant assets have been estimated after applying growth rates from the commencement date of FY 2022 through to the end of 2041. The value in use calculations were based on a 20 year-period due to the analysis required to conform with the AASB 16 Leasing standard. ● The annual growth rates applied average 2.5% (2020: 2.5%). The year one projections have been aligned to the division's specific cash flows reflected in the 2022 budget. Management believe that these growth percentages are reasonable considering the growth that has been seen in this operating segment during the 2021, prior to COVID-19, in prior reporting periods, and in the weeks since year-end. ● Cost of sales percentage is estimated to remain reasonably consistent over the cash flow period. Cost of labour percentage is estimated to steadily decrease with the increase in sales volumes. ● An indefinite terminal cash flow calculation has been applied for cash flows beyond 2026 and 2041, for the cash generating unit and the store assets, respectively. These projections used those years’ cash flows as a base. The growth rate of 2.5% (2020: 1.5%) has been used in determining the terminal value, which does not exceed the long-term average growth rate for the industry segment in which the restaurants operate. ● A post-tax discount rate of 7.5% has been calculated for the KFC Australia segment (2020: 10.3% post tax). The reduction in the post-tax discount rate applied to store assets in the current year is the result of the discount rates applied to each individual store being adjusted by the incremental borrowing rate (IBR) applied to each AASB 16 lease. This has resulted in post-tax discount rates in the range of 5.5 - 8.5% for the individual stores assessed for impairment. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 79 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 91 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G5/ Intangible assets (continued) Significant estimate: Impact of possible changes in key assumptions Management recognises that a significant change in one of the assumptions applied to the discount rates or growth rates could result in a material impairment of some of the Group’s KFC Australia store assets. However, management has considered the likelihood of these possible changes and believe that strong revenue growth achieved in the operating segment historically, during the current financial year and in the weeks since year-end, supports the growth percentages applied in the cash flows and that the discount rates applied are appropriate having been assessed against current market factors. 92 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 80 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G5/ Intangible assets (continued) KFC EUROPE RESTAURANTS Value in use recoverable amount valuations were performed at the cash generating unit level and at the individual store level for the purpose of testing goodwill and store specific assets, respectively. Store assets include Property, Plant & Equipment and Right of Use assets. Management determined that the impacts of the COVID-19 pandemic in Europe resulted in an impairment indicator across all the KFC Europe stores. Accordingly, detailed impairment models were prepared for the cash generating unit and for each of the KFC Europe stores, resulting in the full impairment of 4 stores, totalling $4.9m, of which 3 stores had previously been partially impaired. The impairment models have been prepared as follows: ● The cash flow estimate for the cash generating unit has been prepared based on a period of five years. ● The cash flows estimates for the individual restaurant assets have been estimated after applying growth rates from the commencement date of FY 2022 through to the end of 2041. The value in use calculations were based on a 20 year-period due to the analysis required to conform with the AASB 16 Leasing standard. ● The year one projections have been aligned to the division's specific cash flows reflected in the 2022 budget. In addition, the annual growth rates applied in the first 5 years are reflective of store specific plans which assume a steady recovery in sales volumes to pre-COVID-19 levels, resulting in certain restaurants having additional growth expectations (the average annual revenue growth is 4.8% in the first five years) due to a number of transactions driving initiatives that have been launched across these restaurants. Management believe that these growth percentages are reasonable considering the growth that has been seen in this operating segment, prior to COVID-19 and in the weeks since year-end, together with initiatives intended to improve operating margins. ● Cost of sales percentage is estimated to remain reasonably consistent over the cash flow period. Cost of labour percentage is estimated to steadily decrease with the increase in sales volumes. ● Annual growth rates of 1.5% have been applied from year 6 onwards (2020: 2.5% applied across to the 20-year cash flow period). ● An indefinite terminal cash flow calculation has been applied for cash flows beyond 2026 and 2041, for the cash generating unit and the store assets, respectively. These projections used those years’ cash flows as a base. The growth rate of 1.5% (2020: 1.5%) has been used in determining the terminal value, which does not exceed the long-term average growth rate for the industry segment in which the restaurants operate. ● A post-tax discount rate of 7.1% has been calculated for the KFC Europe segment (2020: 6.9% post tax). The reduction in the post-tax discount rate applied to store assets in the current year is the result of the discount rates applied to each individual store being adjusted by the IBR applied to each AASB 16 lease. This has resulted in post-tax discount rates in the range of 5.5 - 7.8% for the individual stores assessed for impairment. Significant estimate: Impact of possible changes in key assumptions Management recognises that a change in one of the assumptions applied to the discount rates or growth rates could result in further impairment of the Group’s KFC Europe store assets. However, management has considered the likelihood of these possible changes and believe that strong revenue growth achieved in this operating segment historically and prior to COVID-19 supports the growth percentages applied in the cash flows and that the discount rates applied are appropriate having assessed against current market factors. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 81 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 93 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G5/ Intangible assets (continued) TACO BELL Value in use recoverable amount valuations were not performed at the Taco Bell cash generating unit level as there is no goodwill or other indefinite life intangible assets for Taco Bell. However, each of the individual stores represents a cash generating unit for the purpose of testing Property, Plant & Equipment, Right of Use assets and other store specific assets. Accordingly, impairment models were prepared for all Taco Bell stores where indicators of impairment were identified. Management identified indicators of impairment amongst the Taco Bell stores network due to their financial performance compared to the individual store forecasts. Detailed impairment models were prepared, resulting in the full impairment of 2 stores, totalling $4.6m. The store specific impairment models have been prepared as follows: ● The cash flows estimates for the individual restaurant assets have been estimated after applying growth rates from the commencement date of FY 2022 through to the end of 2041. The value in use calculations were based on a 20 year-period due to the analysis required to conform with the AASB 16 Leasing standard. ● The year one projections have been aligned to the division's specific cash flows reflected in the 2022 budget. Management believes that these growth percentages are reasonable considering the growth that has been seen in existing restaurants since opening and the overall growth of QSR sector and the Mexican category. ● The annual growth rates applied in the first 5 years are reflective of significant growth expected for the Taco brand in Australia, with the opening of new stores and marketing-focused campaigns. 5-year store specific plans have been developed for the Taco Bell restaurants based on the underlying drivers of expected sales in each market and location, resulting in most stores having high average growth expectations during this period (the average annual revenue growth is 9.3% in the first five years). ● Cost of sales percentage is estimated to remain reasonably consistent over the cash flow period. Cost of labour percentage is estimated to steadily decrease with the increase in sales volumes. ● Annual growth rates of 2.5% have been applied from year 6 onwards (2020: store specific plans plus 2.5% growth rates from year 6 onwards). ● An indefinite terminal cash flow calculation has been applied for cash flows beyond 2041, using that year’s cash flow as a base. The growth rate of 2.5% (2020: 1.5%) has been used in determining the terminal value, which does not exceed the long-term average growth rate for the industry segment in which the restaurants operate. ● A post-tax discount rate of 8.0% has been calculated for the Taco Bell segment (2020: 10.3% post tax). The reduction in the post-tax discount rate in the current year is the result of the discount rates applied to each individual store being adjusted by the IBR applied to each AASB 16 lease. This has resulted in post-tax discount rates in the range of 6.3 - 9.3% for the individual stores assessed for impairment. Significant estimate: Impact of possible changes in key assumptions The business is still in the growth phase, with a further 9-12 stores planned to open in FY 2022 and a significant investment in marketing campaigns to increase brand awareness. Therefore, the revenue growth rates for Years 1 - 5are the most significant assumptions underpinning the Taco Bell impairment analysis. Management recognises that a change in this assumption could result in further impairment of the Group’s Taco Bell store assets. However, management has considered the likelihood of the assumed growth rates and believe that the strong revenue growth is achievable based on the current strategy for the Taco Bell business, which includes the increase in marketing efforts and continued introduction of new stores. 94 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 82 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G5/ Intangible assets (continued) SIZZLER ASIA The cash flows for the Sizzler Asia cash generating unit have been estimated after applying growth rates from the commencement of 2022 through to the end of the 2026 reporting period which average 3.0% (2020: 3.0%). The year one projections have been aligned to the cash flows reflected in the 2022 budget. The growth rate of 3.0% (2020: 3.0%) has been used in determining the terminal rate, which does not exceed the long-term average growth rate for the casual dining industry segment. An indefinite terminal cash flow calculation has been applied for cash flows beyond 2026, using that year’s cash flow as a base. A pre-tax discount rate of 14.0% (2020: 14.0%) has been applied to the cash flows. Management believe that these growth percentages are reasonable considering the growth that has been seen in this cash generating unit during the 2021, prior to COVID-19 and prior reporting periods. ACCOUNTING POLICY 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. 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. FRANCHISE RIGHTS Costs associated with franchise licences which provide a benefit for more than one reporting period are amortised over the remaining term of the franchise licence. Capitalised costs associated with renewal options for franchise licences are 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. SOFTWARE Software consists of both externally acquired software programmes and capitalised development costs of internally generated software. The Group amortises software using a straight-line method over 3-8 years. Costs associated with maintaining software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised as intangible assets where the criteria within AASB 138 is met. Directly attributable costs that are capitalised as part of the software include employee costs, installation costs and associated expenditure. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. 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. This brand is continued to be used by Sizzler Asia. 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. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 83 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 95 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G6/ Leases This note provides information for leases where the Group is a lessee. AMOUNTS RECOGNISED IN THE BALANCE SHEET The balance sheet shows the following amounts relating to leases: Right-of-use assets Property Motor vehicles Lease liabilities Current Non-current 2021 $'000 2020 $'000 358,388 712 359,100 368,167 1,237 369,404 31,654 363,601 395,255 28,890 360,970 389,860 Additions to the right-of-use assets during the 2021 financial period were $40,037,000 (2020: $55,746,000). AMOUNTS RECOGNISED IN THE INCOME STATEMENT The income statement shows the following amounts relating to leases: Depreciation charge of right-of-use assets Property Motor vehicles Impairment charge of right-of-use assets Properties Notes 2021 $'000 2020 $'000 40,415 700 41,115 37,761 687 38,448 4,803 4,803 4,526 4,526 Interest expense (included in finance costs) (1) Expense relating to short-term leases (included in selling marketing and royalty, occupancy, and administrative expenses) Expense relating to variable lease payments not included in lease liabilities (included in occupancy expenses) 20,614 21,155 519 2,649 2,764 2,490 (1) Finance costs of $7,000 (2020:$43,000) in relation to Sizzler Australia have been excluded. 96 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 84 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G6/ Leases (continued) Lease Liabilities Reconciliation This section sets out the movements in lease liabilities for each of the periods presented. Beginning of the reporting period Lease additions and modifications Interest for the period Disposals Cash flows Foreign exchange adjustments End of the reporting period 2021 $'000 2020 $'000 389,860 40,308 20,621 (238) (50,671) (4,624) 395,256 364,654 54,042 21,198 (867) (52,903) 3,736 389,860 THE GROUP’S LEASING ACTIVITIES AND HOW THESE ARE ACCOUNTED FOR The Group leases various restaurant sites, offices, and motor vehicles. Rental contracts, particularly for restaurants, are typically made for fixed periods of 5 to 20 years, but may have extension options as described further below. Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes. Until the 2020 financial period, leases of property, plant and equipment were classified as either finance leases or operating leases. From 29 April 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: • fixed payments (including in-substance fixed payments), less any lease incentives receivable • variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date • amounts expected to be payable by the Group under residual value guarantees • the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and • payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate, the Group: • where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received • uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group, which does not have recent third party financing, and • makes adjustments specific to the lease, eg term, country, currency and security. ANNUAL REPORT 2021 COLLINS FOODS LIMITED 97 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 85 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G6/ Leases (continued) If a readily observable amortising loan rate is available to the individual lessee (through recent financing or market data) which has a similar payment profile to the lease, then the Group entities use that rate as a starting point to determine the incremental borrowing rate. In the current reporting period, the weighted average lessee’s incremental borrowing rate applied to the Europe lease liabilities was 7.45%, the increase due to Covid stress on the market (2020: 5.45%). The rate applied to the Australian lease liabilities was 2.19% (2020: 2.57%). Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are measured at cost comprising the following: • the amount of the initial measurement of lease liability • any lease payments made at or before the commencement date less any lease incentives received • any initial direct costs, and • make good obligation costs. Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. While the Group revalues its land and buildings that are presented within property, plant and equipment, it has chosen not to do so for the right-of-use buildings held by the Group. Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture. VARIABLE LEASE PAYMENTS Some property leases contain variable payment terms that are linked to sales generated from a store. For individual stores, up to 80% of lease payments are on the basis of variable payment terms with a wide range of sales percentages applied. Variable payment terms are used for a variety of reasons, including minimising the fixed costs base for newly established stores. Variable lease payments that depend on sales are recognised in profit or loss in the period in which the condition that triggers those payments occurs. EXTENSION AND TERMINATION OPTIONS Extension and termination options are included in a number of leases across the Group. These are used to maximise operational flexibility in terms of managing the assets used in the Group’s operations. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor. Critical judgements in determining the lease term In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). For leases of restaurant sites, the following factors are normally the most relevant: • If there are significant penalty payments to terminate (or not extend), the Group is typically reasonably certain to extend (or not terminate). • If any leasehold improvements are expected to have a significant remaining value, the Group is typically reasonably certain to extend (or not terminate). • Otherwise, the Group considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset. Most extension options in offices and motor vehicles leases have not been included in the lease liability, because the Group could replace the assets without significant cost or business disruption. 98 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 86 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G6/ Leases (continued) More than 90% of the Group's leases are of stores or restaurant sites. These leases range in primary terms of 5 - 20 years, with multiple 5 - 10 year options available, anywhere up to a total available lease term of 50 years. The Group has applied the below lease term assumptions to the store and restaurant lease portfolios of each segment, as it is considered representative of the Group's reasonably certain position. Specific leases are considered on a case-by-case basis when additional knowledge is available that would result in a different lease term to these assumptions. Segment Lease Term Assumption KFC Australia KFC Europe Taco Bell Other Primary term of the lease, plus options, to an upper limit of 20 years. Primary term of the lease, plus next option term where renewal process has commenced. Primary term of the lease, plus next option term where renewal process has commenced. Primary term of the lease, plus next option term where renewal process has commenced. The lease term is reassessed if an option is actually exercised (or not exercised) or the Group becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee. MATURITIES OF LEASE LIABILITIES The table below shows the Group's lease liabilities in relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows. 2021 Less than 1 year $'000 Between 1 and 2 years $'000 Between 2 and 5 years $'000 Over 5 years $'000 Total contractual cash flows $'000 Carrying amount $'000 Lease liabilities 52,908 49,052 135,644 326,618 564,222 395,256 2020 Lease liabilities Less than 1 year $'000 Between 1 and 2 years $'000 Between 2 and 5 years $'000 Over 5 years $'000 Total contractual cash flows $'000 Carrying amount $'000 48,762 48,962 131,599 323,705 553,028 389,860 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 87 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 99 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G7/ Trade and other payables Current liabilities Trade payables and accruals - unsecured Other payables Total payables ACCOUNTING POLICY 2021 $'000 2020 $'000 79,255 17,640 96,895 70,069 18,030 88,099 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. 100 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 88 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G8/ Provisions 2021 Non- current $'000 4,292 2,684 - 6,976 Current $'000 5,838 202 191 6,231 2020 Non- current $'000 3,682 2,518 - 6,200 Total $'000 9,691 2,839 119 12,649 Total $'000 Current $'000 10,130 2,886 191 13,207 6,009 321 119 6,449 Employee entitlements Make good provision Other provisions Total provisions ACCOUNTING POLICY Employee Entitlements Provision has been made in the accounts for benefits accruing to employees up to balance date, such as long service leave and incentives. The current portion of this liability includes the unconditional entitlements to long service leave where employees have completed the required period of service. The provisions are measured at their nominal amounts using the remuneration rates expected to apply at the time of settlement. Long service leave provisions relating to employees who have not yet completed the required period of service are classified as non-current. All other employee provisions are classified as a current liability. All on-costs, including superannuation, payroll tax and workers’ compensation premiums are included in the determination of provisions. Make Good Provision 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. The Group is required to restore the leased premises of certain retail stores to their original condition upon exit. 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. An annual review of leased sites is conducted to determine the present value of the estimated expenditure required to remove any leasehold improvements and decommission the restaurant. Onerous Contracts Each reporting period, the Group assesses whether any of their contracts are considered to be onerous. The present obligations arising under any onerous contracts identified are recognised and measured as provisions. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 89 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 101 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G9/ Reserves Hedging - cash flow hedges Share-based payments Foreign currency translation Movements: Cash flow hedges Opening balance Revaluation - gross Deferred tax Transfer to net profit - gross Deferred tax Closing Balance Share-based payments Opening balance Valuation of performance rights Performance rights vested Closing Balance Foreign currency translation Opening balance Exchange fluctuations arising on net investment in hedge Exchange fluctuations arising on net assets of foreign operations Closing Balance NATURE AND PURPOSE OF RESERVES Hedging Reserve - Cash Flow Hedges 2021 $'000 (1,565) 1,493 10,828 10,756 2020 $'000 (2,923) 292 16,719 14,088 Notes 2021 $'000 2020 $'000 G10 G10 (2,923) 2,089 (627) (149) 45 (1,565) 292 1,201 - 1,493 16,719 6,756 (12,647) 10,828 (1,994) (1,531) 459 204 (61) (2,923) 1,009 (424) (293) 292 11,756 (5,602) 10,565 16,719 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. Amounts are recognised in profit and loss when the associated hedged transaction affects profit and loss. Share Based Payments Reserve - Performance Rights The share based payments reserve is used to recognise the issuance date fair value of performance rights issued to employees under the Long Term Incentive Plan but not yet vested. Foreign Currency Translation Reserve Exchange differences arising on translation and of a hedge of the net investment in foreign operations are recognised in other comprehensive income and accumulated in a separate reserve within equity. Refer to note C3 for details on the Group's accounting policy for hedge accounting. 102 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 90 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G10/ Tax INCOME TAX EXPENSE Income tax expense Current tax Deferred tax (Over) / under provided in prior reporting periods Income tax expense is attributable to: Profit from continuing operations Loss from discontinued operation Aggregate income tax expense Deferred income tax expense / (benefit) included in income tax expense comprises: Decrease / (increase) in deferred tax assets (Decrease) / increase in deferred tax liabilities Numerical reconciliation of income tax expense / (benefit) to prima facie tax payable Profit from continuing operations before income tax expense Loss from discontinued operation before income tax expense Tax at the Australian tax rate of 30.0% (2020: 30.0%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Other non-deductible expenses Difference in foreign taxation rates Provision transfers Non-assessable income received Changes in tax laws and / or tax rates Derecognition of previously recognised carried forward tax losses Current year tax losses for which no deferred income tax was recognised Amounts (over) / under provided in prior reporting periods Income tax expense 2021 $'000 2020 $'000 29,332 (6,234) (559) 22,539 23,633 (1,094) 22,539 20,825 1,469 93 22,387 22,716 (329) 22,387 17 (6,251) (6,234) 13,295 (11,826) 1,469 2021 $'000 61,245 (5,757) 55,488 16,646 2,770 1,635 - 100 (1,335) 876 2,406 23,098 (559) 22,539 2020 $'000 54,907 (1,257) 53,650 16,095 2,285 (58) 19 (81) (190) 2,662 1,562 22,294 93 22,387 Tax expense relating to items of other comprehensive income Cash flow hedges G9 (582) 398 (78,027) (76,037) Notes 2021 $'000 2020 $'000 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 91 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 103 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G10/ Tax (continued) Tax losses Unused revenue tax losses for which no deferred tax asset has been recognised Unused capital tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 30.0% DEFERRED TAX BALANCES Deferred tax assets (DTA) The balance comprises temporary differences attributable to: Depreciation Employee benefits Provisions Lease liabilities Carried forward revenue losses Capitalised costs Cash flow hedges Set-off of deferred tax liabilities pursuant to set-off provisions Net deferred tax assets 2021 $'000 2020 $'000 50,603 66,083 35,006 33,241 65,961 29,760 2021 $'000 2020 $'000 28,464 5,137 4,838 27,087 5,001 4,994 110,007 110,153 1,371 259 706 150,782 2,468 357 1,333 151,393 (109,653) 41,129 (114,858) 36,535 All movements in the DTA were recognised in the Consolidated Income Statement and the Consolidated Statement of Comprehensive Income. Deferred tax liabilities (DTL) The balance comprises temporary differences attributable to: Right-of-use assets Inventories Intangibles Financial assets at fair value through profit or loss Other Set-off of deferred tax liabilities pursuant to set-off provisions Net deferred tax liabilities 2021 $'000 2020 $'000 103,764 107,775 923 9,844 336 (634) 114,233 867 11,119 391 332 120,484 (109,653) 4,580 (114,858) 5,626 All movements in the DTL were recognised in the Consolidated Income Statement and the Consolidated Statement of Comprehensive Income. 104 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 92 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G10/ Tax (continued) ACCOUNTING POLICY 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 in the respective jurisdiction. 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 to settle on a net basis. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. Tax Consolidation 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. The entities in the 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 Tax Consolidated Group in the case of a default by the Company. The entities in the Tax Consolidated Group have also entered into a 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. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 93 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 105 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G11/ Auditor’s remuneration 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: AUDIT AND OTHER 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 Network firm of PricewaterhouseCoopers 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 Network firm of PricewaterhouseCoopers Government subsidy audit Whole Dollars 2021 $ 2020 $ 579,747 42,432 518,434 40,800 506,824 1,129,003 541,638 1,100,872 29,478 7,650 129,620 166,748 12,240 23,460 - 35,700 Total remuneration for assurance services 1,295,751 1,136,572 TAXATION SERVICES PricewaterhouseCoopers Australian firm Tax compliance services, including review of tax returns and allowance claims International tax consulting Network firm of PricewaterhouseCoopers Tax compliance services, including review of company tax returns Total remuneration for taxation services 58,160 - 56,675 114,835 57,000 6,324 5,665 68,989 OTHER SERVICES PricewaterhouseCoopers Australian firm Acquisition related due diligence Total remuneration for other services 276,787 276,787 - - TOTAL REMUNERATION FOR SERVICES 1,687,373 1,205,561 It is the Group's policy to employ PricewaterhouseCoopers on assignments additional to their statutory audit duties where PricewaterhouseCoopers's expertise and experience with the Group are important. These assignments are principally tax advice, due diligence reporting on acquisitions and capital raising, 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. 106 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 94 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) G12/ Contingencies The parent entity and certain controlled entities, indicated in note H1, have entered into a Deed of Cross Guarantee (Amended and Restated) under which the parent entity has guaranteed any deficiencies of funds on winding up of the controlled entities which are party to the Deed. 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 Deed. As described in note B2, 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. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 95 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 107 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) H/ Group Structure H1/ Subsidiaries and Deed of Cross Guarantee (Amended and Restated) H2/ Parent entity financial information H1/ Subsidiaries and Deed of Cross Guarantee (Amended and Restated) The Consolidated Financial Statements at 2 May 2021 include the following subsidiaries. The reporting period end of all subsidiaries is the same as that of the parent entity (a). Name of entity Notes Place of business/ country of incorporation Acronym % of shares held 2021 % 2020 % 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. Collins Restaurants West Pty. Ltd. Fiscal Nominees Company Pty. Ltd. Sizzler Restaurants Group Pty. Ltd. Collins Restaurants Management Pty. Ltd. Collins Restaurants South Pty. Ltd. Collins Foods Subsidiary Pty Ltd Snag Stand Leasing Pty Ltd Snag Stand Corporate Pty Limited Snag Stand Franchising Pty Ltd Snag Stand International Pty Ltd Snag Holdings Pty Ltd (b) (b) (b) (b) (b) (b) (b) (b) (b) (b) (b) (b) (b) (b) (b) (b) (b) Collins Property Development Pty. Ltd (b) Club Sizzler Pty. Ltd. Collins Foods Australia Pty. Ltd. Collins Finance and Management 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 Collins Foods Europe Limited (b) (b) (b) (c) (c) (c) (c) (d) (c) (d) (c) (d) (c) Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Singapore Delaware, USA Delaware, USA Delaware, USA Delaware, USA Delaware, USA United Kingdom Collins Foods Europe Services Limited (c) United Kingdom Collins Foods Europe Finco Limited Collins Foods Germany Limited (c) (c) United Kingdom United Kingdom 108 ANNUAL REPORT 2021 COLLINS FOODS LIMITED CFGF CFH CFF CFG CRQ CRN CRW FNC SRG CRM CRS CFS SSL SSC SSF SSI SNG CPD CSP CFA CFM SingCo SIM SAH SSEA SNZ SRS CFEL CFESL CFEFL CFGL 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 96 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) H1/ Subsidiaries and Deed of Cross Guarantee (Amended and Restated) (continued) Name of entity Notes Place of business/ country of incorporation Acronym % of shares held Collins Foods Netherlands Limited (c) United Kingdom CFNL MAAS KFC Amersfoort B.V. MAAS KFC Utrecht B.V. MAAS KFC Veenendaal B.V. (c) (e) (c) (e) (c) (e) Netherlands Netherlands Netherlands AMF UTR VDL 2021 % 100 100 100 100 2020 % 100 - - - (a) Collins Foods Limited is incorporated and domiciled in Australia. The Registered office is located at Level 3, KSD1, 485 Kingsford Smith Drive, Hamilton Queensland 4007. (b) These companies have entered into a Deed of Cross Guarantee (Amended and Restated), dated 27 April 2017, 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 the new ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 (ASIC Instrument 2016/785) which has replaced ASIC Class Order CO 98/1418, these companies are relieved from the requirement to prepare financial statements. (c) These companies are not Australian registered companies and are not covered by the ASIC Instrument 2016/785. (d) Originally incorporated in Nevada, upon conversion to a Limited Liability Company (LLC) became registered in Delaware. (e) On 1 February 2021 Collins Foods Netherlands Limited acquired 3 KFC restaurants from MAAS Holdings B.V. located in the Netherlands, Europe. The Consolidated Income Statement, Consolidated Statement of Comprehensive Income and Summary of Movements in Consolidated Retained Earnings of the entities in the ASIC Instrument 2016/785 ‘Closed Group’ are as follows. As there are no other parties to the Deed of Cross Guarantee (Amended and Restated), that are controlled by Collins Foods Limited, the below also represents the ‘Extended Closed Group’. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 97 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 109 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) H1/ Subsidiaries and Deed of Cross Guarantee (Amended and Restated) (continued) CONSOLIDATED INCOME STATEMENT Sales revenue Cost of sales Gross profit Closed Group 2021 $'000 2020 Restated* $'000 928,450 (439,267) 489,183 809,310 (382,443) 426,867 Selling, marketing and royalty expenses (199,925) (175,362) Occupancy expenses Restaurant related expenses Administration expenses Other expenses Other income Finance income Finance costs Profit from continuing operations before income tax Income tax expense Profit from continuing operations Loss from discontinued operation Net profit attributable to the Closed Group (59,938) (70,393) (50,428) (6,776) 468 - (26,084) 76,107 (23,544) 52,563 (52,466) (64,443) (40,430) (6,217) 4,188 272 (28,995) 63,414 (19,746) 43,668 (4,663) 47,900 (928) 42,740 * Comparative figures have been restated to present the impacts of the current period discontinued operations. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Profit from continuing operations Other comprehensive income: 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 Closed Group 47,900 42,740 1,940 (582) 1,358 49,258 (1,327) 398 (929) 41,811 Total comprehensive income for the reporting period is attributable to: Owners of the parent 49,258 41,811 110 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 98 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) H1/ Subsidiaries and Deed of Cross Guarantee (Amended and Restated) (continued) SUMMARY OF MOVEMENTS IN CONSOLIDATED RETAINED EARNINGS Retained earnings at the beginning of the reporting period Change in accounting policy – adoption of AASB 16 Profit for the period Dividends provided for or paid Retained earnings at the end of the reporting period Closed Group 2021 $'000 2020 $'000 70,931 - 47,900 (16,444) 102,387 51,637 (130) 42,740 (23,316) 70,931 The Consolidated Balance Sheet of all entities in the ASIC Instrument 2016/785 ‘Closed Group’ as at the end of the reporting period is as follows: Current assets Cash and cash equivalents Receivables Inventories Other assets Total current assets Non-current assets Property, plant and equipment Intangible assets Right-of-use assets Deferred tax assets Other financial assets Total non-current assets TOTAL ASSETS Current liabilities Trade and other payables Lease liabilities Current tax liabilities Derivative financial instruments Provisions Total current liabilities Closed Group 2021 $'000 2020 $'000 68,684 9,141 6,082 2,159 86,066 155,043 340,818 319,196 41,130 134,244 990,431 78,305 745 5,792 1,288 86,130 150,452 339,476 318,215 36,453 134,244 978,840 1,076,497 1,064,970 81,866 20,846 7,077 1,536 6,141 117,466 74,442 20,396 6,994 2,641 6,409 110,882 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 99 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 111 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) H1/ Subsidiaries and Deed of Cross Guarantee (Amended and Restated) (continued) Non-current liabilities Borrowings Lease liabilities Derivative financial instruments Provisions Total non-current liabilities TOTAL LIABILITIES NET ASSETS Equity Contributed equity Reserves Retained earnings TOTAL EQUITY Closed Group 2021 $'000 2020 $'000 241,895 321,509 819 6,139 570,362 290,092 308,958 1,803 5,366 606,219 687,828 717,101 388,669 347,869 290,788 (4,507) 102,388 388,669 290,788 (13,850) 70,931 347,869 112 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 100 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) H2/ Parent entity financial information 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 Shareholders' equity Issued capital (1) Reserves Retained earnings Profit or loss for the period Total comprehensive income 2021 $'000 2020 $'000 487,484 440,023 208 487,692 139,682 23 305 440,328 104,171 45 139,705 104,216 347,987 (347,987) 336,112 (336,112) 337,119 1,493 9,375 347,987 337,119 292 (1,299) 336,112 35,156 21,248 35,156 21,248 (1) Represents share capital of the parent entity. This differs from the share capital of the Group due to the capital reconstruction of the Group treated as a reverse acquisition in the 2012 reporting period. GUARANTEES ENTERED INTO BY THE PARENT ENTITY The parent entity has provided unsecured financial guarantees in respect of bank loan facilities amounting to $270 million and €60 million as stated in note B2. There are cross guarantees given by the parent entity as described in note H1. 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 (Amended and Restated) dated 27 April 2017. The parent entity has guaranteed to financially support a number of its international subsidiaries until July 2021. No liability was recognised by the parent entity in relation to these guarantees, as their fair value is considered immaterial. 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 2 May 2021 (2020: nil). Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 101 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 113 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) I/ Basis of Preparation and Other Accounting Policies I1/ Basis of preparation I2/ Changes in accounting policies I3/ Other accounting policies I1/ Basis of preparation COMPLIANCE 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 financial statements. The consolidated financial statements of the Group comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). MEASUREMENT Collins Foods Limited is a for profit entity for the purpose of preparing the Consolidated Financial Statements. The financial statements have also been prepared under the historical cost convention, as modified by the revaluation of financial assets and liabilities (including derivative instruments). GOING CONCERN The financial report has been prepared on a going concern basis. The Directors are of the opinion that the Group will be able to continue to operate as a going concern having regard to available non-current debt facilities and the Group’s internally generated cash resources. In the current reporting period, the Group has a net current liability position of $32.56 million. The predominant reason for this net current liability position is the introduction of AASB 16 Leases in the prior reporting period, with lease payments due in the next financial year now recognised as current liabilities. The Group does not deem this to be a risk to its’ going concern, as without the introduction of AASB 16 the Group would be in a net current liability position of $0.91 million with undrawn bank loan facilities of $90.24 million and undrawn working capital facilities of $25.39 million due for repayment by 31 October 2022. The Group’s loan covenants are based on results excluding the impact of AASB 16. The current covenant ratios have significant headroom at current performance and there are sufficient undrawn facilities available, both within the Working Capital Facility and Bank Loan Facility, should the Group require access to additional funds, all repayable beyond 12 months (refer to note B2). CONSOLIDATION The Consolidated Financial Statements include the financial statements of the parent entity, Collins Foods Limited (the Company) and its subsidiaries (together referred to as the Group) (see Note H1 on subsidiaries). All transactions and balances between companies in the Group are eliminated on consolidation. Subsidiaries are all those entities over which the Company has the power to govern the financial and operating results and policies and often accompanies a shareholding of more than one-half of the voting rights. The results of subsidiaries acquired or disposed of during the reporting period are included in the Consolidated Statement of Comprehensive Income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Consistent accounting policies are employed in the preparation and presentation of the consolidated financial statements. REPORTING PERIOD The Group utilises a fifty-two, fifty-three week reporting period ending on the Sunday nearest to 30 April. The 2021 reporting period comprised the fifty-two weeks which ended on 2 May 2021 (2020 was a fifty-three week reporting period which ended on 3 May 2020). 114 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 102 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) I1/ Basis of preparation (continued) FOREIGN CURRENCIES 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. The foreign currency results and financial position of foreign operations are translated into Australian dollars as follows: • assets and liabilities at the exchange rate at the end of the reporting period; • income and expenses at the average exchange rates for the reporting period; with • all resulting exchange differences recognised in other comprehensive income and accumulated in equity. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the exchange rate at the end of the reporting period. 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 included in the following Notes: • Note A2 Business combination; • Note G4 Property, plant and equipment; • Note G5 Intangible assets; • Note G6 Leases; and • Note G8 Provisions. ROUNDING OF AMOUNTS The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191, 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 the instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. COMPARATIVES AND RESTATEMENTS OF PRIOR YEAR BALANCES Comparatives have been restated where appropriate to exclude the discontinued operations of Sizzler Australia for comparability purposes. NEW AND AMENDED STANDARDS ADOPTED BY THE GROUP The Group has not applied any new standards or amendments for the first time for their annual reporting period commencing 4 May 2020. ANNUAL REPORT 2021 COLLINS FOODS LIMITED 115 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 103 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) I1/ Basis of preparation (continued) NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED Certain new accounting standards and interpretations have been published that are not mandatory for 2 May 2021 reporting periods and have not been early adopted by the Group. The Group's assessment of these new standards and interpretations is that the impact to the Group is immaterial. At this stage the Group does not intend to adopt any of the standards before the effective dates. With reference to the final agenda decision issued by the IFRS Interpretations Committee (IFRIC) in April 2021 on Cloud computing arrangements, management have completed a preliminary assessment and does not consider these to be material to the Group. A detailed assessment will be completed in the next 6 months. I2/ Changes in accounting policies The accounting policies adopted in this report have been consistently applied to each entity in the Group and are consistent with those of the prior reporting period. I3/ Other accounting policies GOODS AND SERVICES TAX Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST) except: • 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 • 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 G7). 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. 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. 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 (owned and leased) located in restaurants and amortisation of franchise rights. 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. GOVERNMENT GRANTS Grants from Australian and overseas governments are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate. The grant is recognised under the profit or loss by deducting the value from the related expense the grant was received for. Previously the Group recognised traineeship grants as other income. However management now consider that grants are more appropriately accounted for as a reduction of the related expense and have been treated accordingly in the financial statements. 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 104 of 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) I3/ Other accounting policies (continued) Government grants were received by the Group in the current year for traineeships and support in relation to the impacts of COVID-19, the latter being from both Australian and overseas governments, amounting to $6.3 million. Of the $6.3 million, $4.2 million was received in Australia by Sizzler Australia, with the total amount being passed on to employees. $2.4 million was a direct pass through to employees (top up to the minimum fortnightly wage of $1,500), with balance of $1.8 million covering wages for hours worked by employees. In March 2021, the Group repaid the $1.8 million of JobKeeeper to the Australian Government. Net grant receipts of $4.5 million have been offset against the expense to which they relate under the profit or loss. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 105 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 117 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) J/ Events occurring after the reporting period J1/ Subsequent Events J1/ Subsequent Events On 17 March 2021, Collins Foods Netherlands Limited entered into a Share Purchase Agreement for €2,250,000 to buy 1 KFC restaurant from Kia Ora Holding B.V. The deal settled on 1 June 2021. The Group is not aware of any other matters or circumstances that have arisen since the end of the financial year which have significantly or may significantly affect the operations and results of the Group. 118 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 106 of 116 DIRECTORS’ DECLARATION DIRECTORS' DECLARATION In the Directors' opinion: • the financial statements and notes set out on pages 51 to 118 are in accordance with the Corporations Act 2001, including: - - 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 2 May 2021 and of its performance for the financial period ended on that date, and • • 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 H1 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 (Amended and Restated) described in Note H1. Note I1 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 chief financial officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. This report is made in accordance with a resolution of the Directors. Robert Kaye SC Chairman Brisbane 29 June 2021 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 107 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 119 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS Independent auditor’s report Independent auditor’s report To the members of Collins Foods Limited To the members of Collins Foods Limited Report on the audit of the financial report Report on the audit of the financial report Our opinion Our opinion In our opinion: The accompanying financial report of Collins Foods Limited (the Company) and its controlled entities (together In our opinion: the Group) is in accordance with the Corporations Act 2001, including: The accompanying financial report of Collins Foods Limited (the Company) and its controlled entities (together the Group) is in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the Group's financial position as at 2 May 2021 and of its financial performance for the period from 4 May 2020 to 2 May 2021 (the reporting period) then ended (a) giving a true and fair view of the Group's financial position as at 2 May 2021 and of its financial (b) complying with Australian Accounting Standards and the Corporations Regulations 2001. performance for the period from 4 May 2020 to 2 May 2021 (the reporting period) then ended (b) complying with Australian Accounting Standards and the Corporations Regulations 2001. the consolidated balance sheet as at 2 May 2021 What we have audited The Group financial report comprises: What we have audited ● The Group financial report comprises: ● ● ● ● ● ● ● ● ● ● the consolidated statement of changes in equity for the reporting period then ended the consolidated balance sheet as at 2 May 2021 the consolidated statement of cash flows for the reporting period then ended the consolidated statement of changes in equity for the reporting period then ended the consolidated income statement for the reporting period then ended the consolidated statement of cash flows for the reporting period then ended the consolidated statement of comprehensive income for the reporting period then ended the consolidated income statement for the reporting period then ended the notes to the consolidated financial statements, which include significant accounting policies and other the consolidated statement of comprehensive income for the reporting period then ended explanatory information the notes to the consolidated financial statements, which include significant accounting policies and other the directors’ declaration. explanatory information ● ● ● Basis for opinion the directors’ declaration. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those report. standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the auditor independence requirements of the Corporations Independence Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code We are independent of the Group in accordance with the auditor independence requirements of the Corporations of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our with the Code. audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. PricewaterhouseCoopers, ABN 52 780 433 757 480 Queen Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001 PricewaterhouseCoopers, ABN 52 780 433 757 T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au 480 Queen Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001 T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. Liability limited by a scheme approved under Professional Standards Legislation. 120 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 108 of 116 108 of 116 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS (CONTINUED) Our audit approach An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic and management structure of the Group, its accounting processes and controls and the industry in which it operates. Materiality Audit scope Key audit matters ● Amongst other relevant topics, we communicated the following key audit matters to the Audit and Risk Committee: − − − Assessment of the carrying value of goodwill Carrying value of non-current assets Accounting for AASB16 Leases ● These are further described in the Key audit matters section of our report. Our audit focused on where the Group made subjective judgements; for example, significant accounting estimates involving assumptions and inherently uncertain future events. In establishing the overall approach to the Group audit, we determined the type of audit work that needed to be performed. Full scope audit procedures were performed over the Australian, Asian and the European operations, assisted by local team auditors in the Netherlands. Site visits were conducted at selected KFC and Taco Bell Restaurants in Queensland. ● For the purpose of our audit we used overall Group materiality of $3.5 million, which represents approximately 5% of the Group’s profit before tax from continuing operations adjusted for the impairment charge recognised in the reporting period. ● We applied this threshold, ● ● together with qualitative considerations, to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the financial report as a whole. ● We chose Group profit before tax from continuing operations because, in our view, it is the benchmark against which the performance of the Group is most commonly measured. We adjusted it for impairment as it is an unusual or infrequently occurring item impacting profit and loss. ● We utilised a 5% threshold based on our professional judgement, noting it is within the range of commonly acceptable thresholds. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 109 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 121 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS (CONTINUED) Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context. Key audit matter How our audit addressed the key audit matter Assessment of the carrying value of goodwill Goodwill $426.6m (Refer to note G5) Our procedures relating to impairment assessment of goodwill included, amongst others: Collins Foods Limited recognised goodwill of $426.6 million as at 2 May 2021, allocated to KFC Restaurants Australia ($327.0m), KFC Restaurants Europe ($98.4m) and Sizzler Asia ($1.2m). As required by Australian Accounting Standards, as at 2 May 2021, the Group performed an impairment assessment over the goodwill balance by estimating the value in use for each cash generating unit (CGU) using a discounted cash flow model. Refer to Note G5 for details of the impairment tests and assumptions. No impairment charge was recorded by the Group in respect of Goodwill in the current reporting period. We considered this a key audit matter given the significant level of judgements and estimates involved in determining the value in use calculation for each CGU as well as the financial significance of the asset balances on the Group’s Balance sheet. ● ● ● ● ● ● Assessing the appropriateness of the Group’s determination of CGUs, including the allocation of assets to CGUs. Testing the mathematical accuracy of the models. Comparing the cash flow forecasts for FY2022 in the models to the Board approved budget. Comparing the FY2021 reporting period and FY2022 reporting period to date actual results with corresponding reporting period forecasts to assess the historical accuracy of the Group’s forecasting processes. Evaluating the appropriateness of the discount rate, short term and long term growth rate assumptions in the models with the support of PwC valuation specialists by comparing them to historical company data and market observable inputs. Evaluated the reasonableness of the disclosures made in Note G5 to the financial report, in light of the requirements of Australian Accounting Standards. Carrying value of non-current assets Property plant & Equipment $188.9m (Refer to note G4), Franchise Rights $11.4m (Refer to note G5), and Right of Use assets $359.1m (Refer to note G6) The Group assesses impairment of store assets on a restaurant-by-restaurant basis, by preparing models with estimates of future cash flows discounted to their present value. Following the Group’s assessment, a pre-tax impairment of $9.5m was recorded (mainly comprising $4.5m for Property Plant & Equipment, $0.2m for Franchise Rights and $4.8m for Right of Use Assets). We considered this a key audit matter given the significant level of judgements and estimates involved in determining the value in use calculation for each restaurant with indicators of impairment as well as the financial significance of the asset balances on the Group’s Balance sheet. We performed the following audit procedures in relation to the Group’s review of each restaurant, amongst others: ● ● ● ● ● Testing the mathematical accuracy of the underlying calculations in the discounted cash flow valuation models. Comparing the cash flow forecasts for FY2022 in the calculations to the Board approved budget. Comparing the FY2021 reporting period and FY2022 reporting period to date actual results with corresponding reporting period forecasts to assess the historical accuracy of the Group’s forecasting processes. Evaluating the appropriateness of the discount rate, short term and long term growth rate assumptions in the models with the support of PwC valuation specialists by comparing them to historical company data and market observable inputs. Evaluated the reasonableness of the disclosures made in Note G4, G5 and G6 to the financial report, in light of the requirements of Australian Accounting Standards. 122 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 110 of 116 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS (CONTINUED) Accounting for AASB 16 Leases Right of Use assets $359.1m, Lease Liabilities $395.3m (Refer to note G6) We performed the following audit procedures, amongst others: The Group adopted Australian Accounting Standard AASB 16 Leases (AASB 16) in the prior period. As a result, Right of Use assets and Lease Liabilities are recognised in the balance sheet. ● ● Assessed whether the Group’s accounting policies are in accordance with the requirements of AASB 16. Evaluated the adequacy of the disclosures made in Note G6 in light of the requirements of Australian Accounting Standards. This was considered key audit matter due to the: ● ● ● Financial significance of the balances included in the financial report The critical judgements used in determining the lease term assumptions in the lease calculations The significant amount of audit effort in auditing the balances. For a sample of lease agreements, we: ● ● ● Evaluated the lease calculations against the terms of the lease agreement and the requirements of Australian Accounting Standard Tested the mathematical accuracy of the lease calculations Assessed the evidence for critical judgements made, including historical practices of the Group around lease term option renewals. Other information The directors are responsible for the other information. The other information comprises the information included in the annual report for the reporting period ended 2 May 2021, but does not include the financial report and our auditor’s report thereon. Prior to the date of this auditor's report, the other information we obtained included the Directors Report, Shareholder Information and Corporate Directory. We expect the remaining other information to be made available to us after the date of this auditor's report. Our opinion on the financial report does not cover the other information and we do not and will not express an opinion or any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. When we read the other information not yet received, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action to take. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 111 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 123 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS (CONTINUED) In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our auditor's report. Report on the remuneration report Our opinion on the remuneration report We have audited the remuneration report included in pages 25 to 46 of the directors’ report for the reporting period ended 2 May 2021. In our opinion, the remuneration report of Collins Foods Limited for the period 4 May 2020 to 2 May 2021 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. PricewaterhouseCoopers Michael Crowe Partner 124 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 Brisbane 29 June 2021 112 of 116 SHAREHOLDER INFORMATION SHAREHOLDER INFORMATION Shareholder information that has not been stated elsewhere in the Annual Report is set out below. The shareholder information set out below was applicable as at the close of trading on 18 June 2021. Distribution of equity securities Analysis of the number of equity security holders by size of holding and the total percentage of securities in that class held by the holders in each category: Holding 1 - 1000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over TOTAL TOTAL ORDINARY SHARES ON ISSUE TOTAL UNQUOTED PERFORMANCE RIGHTS ON ISSUE (1) Number of shareholders of ordinary shares Percentage of total ordinary shares on issue % Number of holders of performance rights Percentage of total performance rights on issue % 4,780 3,319 634 403 45 9,181 - - 1.79 6.78 3.94 7.87 79.62 100.00 .00 .00 1 7 13 3 3 27 - - .15 2.48 10.96 25.68 60.73 100.00 116,581,244 648,598 (1) Total performance rights on issue differs from note D2 due to the forfeit of rights by eligible holders after year end. There were 249 holders of less than a marketable parcel of ordinary shares. Equity security holders The names of the 20 largest holders of the only class of quoted equity securities are listed below: Name HSBC Custody Nominees (Australia) Limited J P Morgan Nominees Australia Pty Limited Citicorp Nominees Pty Limited National Nominees Limited Mr Kevin Perkins BNP Paribas Nominees Pty Ltd BNP Paribas Noms Pty Ltd HSBC Custody Nominees (Australia) Limited Chrikim Pty Ltd Mrs Heather Lynnette Grace ORDINARY SHARES Percentage of issued shares % Number held 22,338,735 22,287,941 13,042,260 11,855,135 6,850,574 4,623,173 3,011,241 1,123,825 732,610 429,801 19.16 19.12 11.19 10.17 5.88 3.97 2.58 0.96 0.63 0.37 Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 113 of 116 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 125 SHAREHOLDER INFORMATION SHAREHOLDER INFORMATION (CONTINUED) Equity security holders (continued) Name Chrikim Pty Ltd Perkins Family Investment Corporation Pty Ltd BNP Paribas Nominees Pty Ltd HUB24 Custodial Serv Ltd DRP BNP Paribas Nominees Pty Ltd Six Sis Ltd Michael Kemp Pty Ltd AMP Life Limited Ms Deborah Lee Chow + Mr Edward Chow Citicorp Nominees Pty Limited Michele Taylor Pty Ltd Adrian Mark Argent TOTAL Substantial holders ORDINARY SHARES Percentage of issued shares % Number held 369,421 327,273 323,981 319,313 300,910 280,913 272,703 270,008 261,819 260,000 89,281,636 0.32 0.28 0.28 0.27 0.26 0.24 0.23 0.23 0.22 0.22 76.58 Substantial holders (including associate holdings) in the Company, based on the most recent substantial holder notices lodged with the Company and ASX, are set out below: Kevin Perkins Challenger Limited Milford Asset Management Limited Restricted Securities and share buy-backs ORDINARY SHARES Number held Percentage % 7,221,484 7,517,257 6,107,950 6.54 6.45 5.24 A voluntary holding lock will be applied to 23,591 fully paid ordinary shares for a period of 12 months, 29,065 fully ordinary shares for a period of 24 months, 21,808 fully paid ordinary shares for a period of 36 months and 24,221 fully paid ordinary shares for a period of 48 months, if they are issued, upon the vesting of 98,685 performance rights in accordance with the rules of the LTIP. The Company is not currently conducting an on-market share buy-back. Voting rights FULLY PAID ORDINARY SHARES 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. 126 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 114 of 116 SHAREHOLDER INFORMATION (CONTINUED) Voting rights (continued) PERFORMANCE RIGHTS The performance rights do not have any voting rights. The fully paid ordinary shares to be allotted on the exercise of the performance rights will have the voting rights noted above for fully paid ordinary shares. Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 ANNUAL REPORT 2021 COLLINS FOODS LIMITED 127 115 of 116 CORPORATE DIRECTORY CORPORATE DIRECTORY Di Directors Company Secretary Principal registered office in Australia Share and debenture register Auditor Robert Kaye SC Chairman Drew O’Malley Managing Director & CEO Christine Holman Newman Manion Bronwyn Morris AM Kevin Perkins Russell Tate Frances Finucan Level 3, KSD1, 485 Kingsford Smith Drive Hamilton QLD 4007 ++61 7 3352 080 Computershare Investor Services Pty Ltd Level 1, 200 Mary Street Brisbane QLD 4000 Telephone number: 1300 850 505 Outside Australia: +61 3 9415 4000 PricewaterhouseCoopers 480 Queen Street Brisbane QLD 4000 Stock exchange listings Collins Foods Limited shares are listed on the Australian Securities Exchange. (ASX: CKF) Website address www.collinsfoods.com The Collins Foods Corporate Governance Statement is located in the Corporate Governance section on the Company's website. 128 ANNUAL REPORT 2021 COLLINS FOODS LIMITED Collins Foods Limited ACN 151 420 781 I Financial Report - for the reporting period ended 2 May 2021 116 of 116 ecoStar+ is an environmentally responsible paper made Carbon Neutral and the fibre source is FSC (CoC) Recycled certified. ecoStar+ is manufactured from 100% post consumer recycled paper in a process chlorine free environment under the ISO 14001 environmental management system. ANNUAL REPORT 2021 COLLINS FOODS LIMITED 129 

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