DOMINO’S PIZZA ENTERPRISES LIMITED
ANNUAL
REPORT
FINANCIAL YEAR ENDED 3 JULY 2016
GROUP HIGHLIGHTS
2
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDUNDERLYING 2013$ MILUNDERLYING 2014$ MIL2015$ MILUNDERLYING 2016$ MIL+/(-) 2015UNDERLYINGNetwork Sales848.6 1,249.3 1,479.8 1,964.1 32.7%Revenue294.9 588.7 702.4 930.2 32.4%EBITDA55.9 95.1 127.8 180.0 40.9% Depreciation & amortisation(12.8)(21.7)(27.5)(36.4)32.6%EBIT43.1 73.4 100.3 143.6 43.1% Interest(0.4)(2.5)(2.5)(3.3)34.5%NPBT42.7 70.9 97.8 140.3 43.4% Tax(12.3)(22.2)(29.4)(42.6)44.7%NPAT BEFORE MINORITY INTEREST30.4 48.7 68.4 97.7 42.8%Minority Interest0.0 (3.0)(4.4)(5.7)NPAT30.4 45.8 64.0 92.0 43.6%Earnings per Share (Basic)41.5 cps54.6 cps74.2 cps105.4 cps41.9%Dividends per Share30.9 cps36.7 cps51.8 cps73.5 cps41.9%KEY OPERATING DATANetwork Sales Growth %5.4%47.2%18.5%32.7%Revenue Growth %11.3%99.6%19.3%32.4%EBITDA Growth %16.2%70.1%34.4%40.9%EBITDA Margin %19.0%16.2%18.2%19.3%EBIT Margin %14.6%12.5%14.3%15.4%Franchised stores83197411171535Corporate stores139359389448Total network stores970133315061983Corporate store %14.3%26.9%25.8%22.6%The above table has not been audited. Underlying profit is the Statutory profit contained in the Appendix 4E of the Domino’s FY16, FY14 and FY13 Annual Report adjusted for significant items specific to the Financial Years. We note that the above 2015 figures have not been adjusted for any significant charges and therefore equals the statutory result. CORPORATE GOVERNANCE STATEMENT
OVERVIEW
Corporate Governance is an important matter to Domino’s Pizza Enterprises Limited (“DPE Limited”, “Consolidated entity” or the “Company”) and the Board
of Directors (the “Board”). The Board endorses the 3rd edition of the Australian Securities Exchange (“ASX”) Corporate Governance Council’s Corporate
Governance Principles and Recommendations with 2014 Amendments (“ASX Principles”) originally issued by the ASX Corporate Governance Council in
August 2007.
Set out below is a table describing the various ASX Principles and statements as to the Company’s compliance or otherwise with them. Terms used in the
table have the meanings given to them in the ASX Principles unless otherwise defined.
Principle No. Best practice recommendation
Principle 1 – Lay solid foundations for management and oversight
1.1
A listed entity should disclose:
• the respective roles and responsibilities of its board and management; and
• those matters expressly reserved to the board and those delegated to management.
1.2
A listed entity should:
• undertake appropriate checks before appointing a person, or putting forward to
security holders a candidate for election, as a director; and
• provide security holders with all material information in its possession relevant to a
decision on whether or not to elect or re-elect a director.
Compliance
Yes.
Refer to page 7
Reason for
non-compliance
Not applicable
Yes.
Refer to page 8-9
Not applicable
Not applicable
Not applicable
Not applicable
1.3
1.4
1.5
A listed entity should have a written agreement with each director and senior executive
setting out the terms of their appointment.
Yes.
Refer to page 8
The company secretary of a listed entity should be accountable directly to the board,
through the chair, on all matters to do with the proper functioning of the board.
Yes.
Refer to page 7-8
Yes.
Refer to page 11-12
A listed entity should:
• have a diversity policy which includes requirements for the board or a relevant
committee of the board to set measurable objectives for achieving gender diversity
and to assess annually both the objectives and the entity’s progress in achieving
them;
• disclose that policy or a summary of it; and
• disclose as at the end of each reporting period the measurable objectives for
achieving gender diversity set by the board or a relevant committee of the board
in accordance with the entity’s diversity policy and its progress towards achieving
them, and either:
- the respective proportions of men and women on the board, in senior executive
positions and across the whole organisation (including how the entity has defined
“senior executive” for these purposes); or
- if the entity is a “relevant employer” under the Workplace Gender Equality Act,
the entity’s most recent “Gender Equality Indicators”, as defined in and published
under that Act.
1.6
A listed entity should:
• have and disclose a process for periodically evaluating the performance of the board,
its committees and individual directors; and
• disclose, in relation to each reporting period, whether a performance evaluation was
undertaken in the reporting period in accordance with that process.
1.7
A listed entity should:
• have and disclose a process for periodically evaluating the performance of its senior
executives; and
• disclose, in relation to each reporting period, whether a performance evaluation was
undertaken in the reporting period in accordance with that process.
Yes.
Refer to page 11
Not applicable
Yes.
Refer to page 11
Not applicable
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2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED
Reason for
non-compliance
Not applicable
Compliance
The Company is currently
in compliance with this
recommendation.
Refer to pages 9-10
Principle No. Best practice recommendation
Principle 2 – Structure the Board to add value
2.1
The board of a listed entity should:
• have a nomination committee which:
- has at least three members, a majority of whom are independent directors; and
- is chaired by an independent director,
• and disclose:
- the charter of the committee;
- the members of the committee; and
- as at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
• if it does not have a nomination committee, disclose that fact and the processes it
employs to address board succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience, independence and diversity to
enable it to discharge its duties and responsibilities effectively.
2.2
2.3
2.4
2.5
2.6
A listed entity should have and disclose a board skills matrix setting out the mix of skills
and diversity that the board currently has or is looking to achieve in its membership.
Yes.
Refer to page 8
Not applicable
A listed entity should disclose:
• the names of the directors considered by the board to be independent directors;
• if a director has an interest, position, association or relationship of the type
described in Box 2.3 of the ASX Principles, however the board is of the opinion that
it does not compromise the independence of the director, the nature of the interest,
position, association or relationship in question and an explanation of why the board
is of that opinion; and
• the length of service of each director.
Yes.
Refer to page 8, 9 and 14
Not applicable
A majority of the board of a listed entity should be independent directors.
Yes. Refer to page 8
Not applicable
The chair of the board of a listed entity should be an independent director and, in
particular, should not be the same person as the CEO of the entity.
Mr Cowin, a non-
independent director
chairs the board.
Refer to page 8
A listed entity should have a program for inducting new directors and provide appropriate
professional development opportunities for directors to develop and maintain the skills
and knowledge needed to perform their role as directors effectively.
Yes.
Refer to page 8
The benefits of Mr
Cowin’s extensive
food retailing
and corporate
governance
experience
outweighed the
disadvantages of any
lack of independence
–Refer to page 7
Not applicable
Principle 3 – Promote ethical and responsible decision-making
3.1
A listed entity should:
• have a code of conduct for its directors, senior executives and employees; and
• disclose that code or a summary of it.
Yes.
Refer to page 10-11
Not applicable
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2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDCORPORATE GOVERNANCE STATEMENT continued Principle No. Best practice recommendation
Principle 4 – Safeguard integrity in financial reporting
4.1
The board of a listed entity should:
• have an audit committee which:
Compliance
Yes.
Refer to page 10
Reason for
non-compliance
Not applicable
- has at least three members, all of whom are non-executive directors and a
majority of whom are independent directors; and
- is chaired by an independent director, who is not the chair of the board,
• and disclose:
- the charter of the committee;
- the relevant qualifications and experience of the members of the committee; and
- in relation to each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
• if it does not have an audit committee, disclose that fact and the processes it
employs that independently verify and safeguard the integrity of its corporate
reporting, including the processes for the appointment and removal of the external
auditor and the rotation of the audit engagement partner.
The board of a listed entity should, before it approves the entity’s financial statements
for a financial period, receive from its CEO and CFO a declaration that, in their opinion,
the financial records of the entity have been properly maintained and that the financial
statements comply with the appropriate accounting standards and give a true and fair
view of the financial position and performance of the entity and that the opinion has
been formed on the basis of a sound system of risk management and internal control
which is operating effectively.
Yes.
The Board has received
the declaration
Not applicable
A listed entity that has an AGM should ensure that its external auditor attends its AGM
and is available to answer questions from security holders relevant to the audit.
Yes.
Refer to page 13
Not applicable
4.2
4.3
Principle 5 – Make timely and balanced disclosure
5.1
A listed entity should:
• have a written policy for complying with its continuous disclosure obligations under
Yes.
Refer to page 12
Not applicable
the Listing Rules; and
• disclose that policy or a summary of it
Principle 6 – Respect the rights of shareholders
6.1
6.2
6.3
6.4
A listed entity should provide information about itself and its governance to investors via
its website.
Yes.
Refer to page 12-13
A listed entity should design and implement an investor relations program to facilitate
effective two-way communication with investors.
Yes.
Refer to page 12-13
A listed entity should disclose the policies and processes it has in place to facilitate and
encourage participation at meetings of security holders.
Yes.
Refer to page 12-13
A listed entity should give security holders the option to receive communications from,
and send communications to, the entity and its security registry electronically.
Yes.
Refer to page 12-13
Not applicable
Not applicable
Not applicable
Not applicable
5
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED CORPORATE GOVERNANCE STATEMENT continued Compliance
The audit committee
performs this function,
and refer to page 10 and 13
Reason for
non-compliance
Not applicable
Principle No. Best practice recommendation
Principle 7 – Recognise and manage risk
7.1
The board of a listed entity should:
• have a committee or committees to oversee risk, each of which:
- has at least three members, a majority of whom are independent directors; and
- is chaired by an independent director,
• and disclose:
- the charter of the committee;
- the members of the committee; and
- as at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
• if it does not have a risk committee or committees that satisfy above, disclose that
fact and the processes it employs for overseeing the entity’s risk management
framework.
7.2
The board or a committee of the board should:
• review the entity’s risk management framework at least annually to satisfy itself that
it continues to be sound; and
• disclose, in relation to each reporting period, whether such a review has taken place.
7.3
A listed entity should disclose:
• if it has an internal audit function, how the function is structured and what role it
performs; or
• if it does not have an internal audit function, that fact and the processes it employs
for evaluating and continually improving the effectiveness of its risk management
and internal control processes.
Yes.
Refer to page 10 and 13
Not applicable
Yes.
Refer to page 10
Not applicable
7.4
A listed entity should disclose whether it has any material exposure to economic,
environmental and social sustainability risks and, if it does, how it manages or intends
to manage those risks.
Yes.
Refer to page 16
Not applicable
Principle 8 – Remunerate fairly and responsibly
8.1
The board of a listed entity should:
• have a remuneration committee which:
- has at least three members, a majority of whom are independent directors; and
- is chaired by an independent director,
• and disclose:
- the charter of the committee;
- the members of the committee; and
- as at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
• if it does not have a remuneration committee, disclose that fact and the processes it
employs for setting the level and composition of remuneration for directors and senior
executives and ensuring that such remuneration is appropriate and not excessive.
Yes.
Refer to pages 9 and
18-19
Not applicable
A listed entity should separately disclose its policies and practices regarding the
remuneration of non-executive directors and the remuneration of executive directors
and other senior executives.
Yes.
Refer to pages 18-19
Not applicable
A listed entity which has an equity-based remuneration scheme should:
• have a policy on whether participants are permitted to enter into transactions
(whether through the use of derivatives or otherwise) which limit the economic risk
of participating in the scheme; and
• disclose that policy or a summary of it.
Yes.
Refer to page 19
Not applicable
8.2
8.3
6
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDCORPORATE GOVERNANCE STATEMENT continued Those matters not specifically reserved for the
Board are the responsibility of management,
but are subject to oversight by the Board.
The Corporate Governance of the Company is
carried out through delegation of appropriate
authority to the Group Chief Executive Officer
and, through the Group Chief Executive Officer,
to management of the Company.
Management
Management is specifically responsible for:
• implementing the strategic objectives and
operating within the risk appetite set by the
Board and for all other aspects of the day to
day running of the Company; and
• Providing the Board with accurate, timely
and clear information to enable the Board to
perform its responsibilities.
Company Secretary
The Company Secretary is responsible for:
• advising the Board and its committee
members on governance matters;
• monitoring that board and committee policies
and procedures are followed;
• co-ordinating the timely completion and
despatch of board and committee papers;
• ensuring that the business at board and
committee meetings is accurately captured in
the minutes; and
• helping to organise and facilitate the induction
and professional development of directors.
The Company Secretary is accountable directly
to the Board, through the Chair. Each director is
able to communicate directly with the Company
Secretary and vice versa.
The Board has adopted a Corporate Governance
Charter, a Code of Conduct for all staff, a
comprehensive set of Board policies regarding:
Independence and Conflicts of Interest, Risk
Management, Board Performance Evaluation,
Group Chief Executive Officer Performance
Evaluation, Continuous Disclosure, Diversity,
External Communications and Securities
Trading, Investor Relations, a Nomination and
Remuneration Charter and an Audit Committee
Charter to assist in the discharge of its Corporate
Governance responsibilities. Copies are available
from the Company’s registered office or may be
downloaded from the Company’s website under
the investor section.
The Board has in place Corporate Governance
practices that it considers to be the most
appropriate for DPE Limited. The Board also
recognises that Corporate Governance is not a
static matter, and needs reviewing regularly as
DPE Limited evolves. This statement describes
the main Corporate Governance practices in
place during the year.
ROLES OF THE BOARD, MANAGEMENT
AND COMPANY SECRETARY
Board
The Board is responsible for guiding and
monitoring DPE Limited on behalf of
shareholders. While at all times the Board
retains full responsibility, in discharging its
stewardship it makes use of committees.
Specialist committees are able to focus on a
particular responsibility and provide informed
feedback to the Board. The Board seeks to
identify the expectations of shareholders, as
well as other regulatory obligations. In addition,
the Board is also responsible for identifying
areas of significant business risk and ensuring
arrangements are in place to adequately manage
those risks.
The Board is responsible, and primarily
accountable to the shareholders, for the effective
Corporate Governance of the Company. The
Board is responsible for directing management
to optimise the Company’s performance and
increase shareholder wealth by:
• providing leadership and strategic direction;
• overseeing management’s implementation of
the Company’s strategic objectives;
• approving the annual operating budget;
• appointing the chair a deputy chair (or a senior
independent director);
• appointing and appraising, and where
necessary, replacing the Managing Director/
Group Chief Executive Officer and other
senior executives;
• ensuring that there are adequate plans and
procedures for succession planning;
• ensuring a clear relationship between
performance and executive directors’ and
executives’ compensation;
• ensuring that the performance of senior
executives (including executive directors)
is monitored and evaluated;
• approving and monitoring major capital
expenditure programs;
• monitoring the operating and financial
performance of the Company;
• overseeing the integrity of the Company’s
accounting and corporate reporting systems,
including the external audit;
• overseeing the Company and developing key
Company policies, including its control and
accountability systems;
• ensuring compliance with laws, regulations,
appropriate accounting standards and
corporate policies (including the Code of
Conduct);
• ensuring that the Company has in place an
appropriate risk management framework
and setting the risk appetite within which the
Board expects management to operate;
• ensuring that the market and shareholders
are fully informed of all material developments
concerning the Company that a reasonable
person would expect to have a material
effect on the price or value of the Company’s
securities; and
• recognising the legitimate interests of
stakeholders.
7
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED CORPORATE GOVERNANCE STATEMENT continued Letters of appointment
Non-executive directors receive formal letters
of appointment setting out the key terms,
conditions, the term of appointment, time
commitment, special duties, remuneration,
superannuation entitlement, the requirement
to disclose the directors’ interests and matter
affecting independence, requirement to comply
with key corporate policies, the Company’s
policy on when directors may seek independent
professional advice, circumstances in which
the director’s office becomes vacant, indemnity
and insurance arrangements, ongoing right
of access to corporate information, ongoing
confidentiality obligations and expectations of
their appointment.
Executive directors and senior executives are
engaged under written employment agreements
setting out the terms as outlined above and their
roles and responsibilities, the person or body to
whom they report, the circumstances in which
their service may be terminated and termination
entitlements.
Board and Committee Meetings
The Board held 12 formal meetings during
the year. Attendance at the 2016 Board and
Committee meetings is detailed on page 17 of
the Annual Report.
BOARD SKILLS MATRIX
Collectively, the Board has an extensive range of
commercial skills and other relevant experience
which are vital for the effective management
of the business. Board members, including
some who are also directors of other ASX-listed
companies, together have a combination of
experience in the following areas:
• retail and food sectors
• corporate and business strategy
• business growth and development, both
organically and by acquisition
• international business
• product development, sales and marketing
• corporate governance and executive
leadership
• corporate finance
The Board considers that its current members
have an appropriate mix of skills that enable the
Board to discharge its responsibilities and deliver
the Company’s strategy and corporate objectives.
8
CRITERIA FOR BOARD MEMBERSHIP
For directors appointed by the Board, the Board
will consider the range of skills and experience
required in light of:
• the strategic direction and progress of the
Company;
• the current composition of the Board; and
• the need for independence.
A director appointed by the Board must stand
for election at the next Annual General Meeting
(“AGM”). Apart from the Managing Director, all
directors are subject to re-election by rotation at
least once every three years. The Company will
undertake appropriate checks before appointing
a person, or putting forward to security holders a
candidate for election, as a director and provide
security holders with all material information in
its possession relevant to a decision on whether
or not to elect or re-elect a director.
The Board has a program for inducting new
directors and provides appropriate professional
development opportunities for directors to
develop and maintain the skills and knowledge
needed to perform their role as directors
effectively.
STRUCTURE OF THE BOARD
At the date of this report the Board comprises six
directors and includes:
• one non-executive director (Chairman); one
executive director (Managing Director); and
• four independent non-executive directors.
The qualifications, skills, experience and dates of
appointment of each Board member are detailed
on the Corporate Directory page of the Annual
Report. The compensation paid to DPE Limited’s
directors for the year ended 03 July 2016 is set
out in the Remuneration Report on pages 18 to 27.
Independence of Directors
The Board has adopted a definition of
independence based on that set out in Box 2.3
of the ASX Principles.
The Board comprises a majority of independent
non-executive directors who have extensive
commercial experience and bring independence,
accountability and judgement to the Board’s
deliberations to ensure maximum benefit to
shareholders and employees.
At each Board meeting the Board requires
each independent director to disclose any new
information which could, or could reasonably be
perceived to, impair the director’s independence.
In devising its policy on independence, the
Board’s emphasis is to encourage independent
judgement amongst all directors, at all times,
irrespective of their background. Nonetheless,
the Nominations and Remuneration Committee
will assess annually the ‘independence’ of each
director in light of the ASX Principles.
The Board is cognisant of the need to monitor
the effect of length of tenure on a director’s
actual or perceived independence. However, the
Board does not believe that it should establish an
arbitrary limit on tenure.
In assessing the independence of Mr Ross
Adler, Mr Paul Cave and Mr Grant Bourke, the
Board (without any of those directors present)
considered whether their tenure had impacted
on their independence. It was determined that
each of those directors remained able to bring
an independent mind to bear on issues before
the Board and to act in the best interests of the
Company and its shareholders generally. The
valuable contribution of each director based on
their expertise, judgement, industry knowledge and
understanding of the Company’s operations was
also noted and considered a significant asset of the
Board. Accordingly, each of Messrs Adler, Cave
and Bourke have been assessed as independent.
Mr Jack Cowin does not satisfy one of the
criteria under the ASX Principles to be considered
independent because of his relationship with
the major shareholder, Somad Holdings Pty Ltd,
which is the trustee of a trust for the benefit of Mr
Cowin’s adult children. Mr Cowin does not control
the trust, however, the family relationship with the
ultimate trust beneficiaries may be perceived as
impacting on Mr Cowin’s independence.
The Board (excluding Mr Cowin due to his
personal interest) unanimously considers that
the benefits of Mr Cowin’s involvement as a
director and Chairman, significantly outweighs
non-compliance with this aspect of the ASX
Principles. Mr Cowin has extensive food retailing
and corporate governance experience and makes
an invaluable contribution to the Company.
The Board has appointed independent director,
Mr Ross Adler, as the Deputy Chairman, who
can fulfil the role of chairman whenever Mr
Cowin is conflicted.
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDCORPORATE GOVERNANCE STATEMENT continued BOARD COMMITTEES
The Board has established a number of
committees to assist in the execution of its
responsibilities. The following committees were
in place at the date of this report:
• Nomination and Remuneration Committee, and
• Audit Committee.
Details of these committees are discussed below.
NOMINATION AND
REMUNERATION COMMITTEE
The Board has established a Nomination and
Remuneration Committee, which comprises
each of the directors except the Managing
Director. The majority of the Committee are
independent directors.
Committee Charter
The Committee has a Charter to govern its
operations – see http://www.dominos.com.au/
corporate/investors. The Charter is reviewed
every two years, and, if appropriate, updated
by the Board on recommendation from the
Committee.
Membership of the Committee
Committee members are appointed by the Board.
The members of the Committee are Messrs
Cowin, Adler, Cave, Bourke and Ms O’Grady.
The chair is held by Mr Bourke, an independent
director. Details of the qualifications and
experience of the members and their attendance
at Committee meetings during the reporting
period are detailed in the Directors’ Report and
Corporate Directory.
Purpose of the Committee
The purpose of the committee is to review,
evaluate and make recommendations to the
Board in relation to the selection, appointment
and remuneration practices of the Company.
Duties and Responsibilities of the Committee
The principal responsibilities of the Committee
are:
In relation to nominations:
• Board succession planning generally
• induction and continuing professional
development
• development and implementation of a process
for evaluating the performance of the board,
its committee and directors
• the process of recruiting a new director
• the appointment and re-election of directors
• succession planning of Group CEO and other
senior executive
• set out the committee’s role and powers
• In relation to remuneration, to review and
make recommendations to the Board in
relation to:
• The remuneration framework for directors,
including the process by which any pool of
director’s fees approved by security holders is
allocated to directors
• The remuneration packages to be awarded to
senior executive and other employees
• Equity-based remuneration plans for senior
executive and other employees
• Superannuation arrangements for directors,
senior executives and other employees
• Whether there is any gender or other
inappropriate bias in remuneration for directors,
senior executives or other employees.
Each member of the Committee has the right
to seek advice from external consultants or
specialists.
Independent Advice
To enable DPE Limited’s Board and its
committees to fulfil their roles, it is considered
appropriate that independent experts’ advice
may be obtained at DPE Limited’s expense, after
first indicating to the Chairman the nature of the
advice to be sought and the party from whom
the advice is to be sought. The Chairman will
ensure that the party from whom the advice is
to be sought has no conflict with DPE Limited in
providing that advice.
Re-election of Directors
In accordance with DPE Limited’s Constitution,
at each AGM of DPE Limited, one third of the
directors (excluding the Managing Director) must
stand for re-election. If their number is not three
or a multiple of three, then the number nearest
but not exceeding one third must stand for re-
election. The directors to retire in every year are
those who have been longest in office since their
last election and, as between directors appointed
on the same day, must (unless otherwise agreed
between themselves) be determined by lot. In
addition, no director other than the Managing
Director may hold office for more than three
years without standing for re-election, and any
director appointed by the Board since the last
AGM must stand for re-election at the next AGM.
All retiring directors are eligible for re-election.
BOARD’S ACCESS TO INFORMATION
All Directors have unrestricted access to the
Company Secretary. Directors may meet
independently with management at any time to
discuss areas of interest or concern.
Agendas for Board meetings include all matters
operational, financial, strategic and compliance
which are important to DPE Limited. Whilst
most agenda items have a degree of detail
and background information included in the
pre-meeting papers, a few items may be listed
on the agenda as discussion points. Papers
are distributed to Board members in a timely
manner prior to each meeting of the Board.
The minutes of each meeting of the Board
record the place, date, time of commencement
and conclusion, along with the names of all
attendees and any apologies. The Company
Secretary prepares the minutes of each meeting
of the Board and is expected to use language
which is non-emotive and impartial. All draft
minutes will be set down for review and approval
at the next meeting of the Board. The Company
Secretary maintains a file copy of all papers
circulated to the Board prior to Board meetings,
along with any documents tabled at meetings
and a signed copy of all minutes. These records
are held in a secure manner so as to prevent any
unauthorised amendments or alterations.
9
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED CORPORATE GOVERNANCE STATEMENT continued AUDIT COMMITTEE
DPE Limited has a Board convened Audit
Committee which is comprised of:
• at least three members;
• entirely of non-executive independent
directors of DPE Limited; and
• has a Chairman, who is not Chairman of the
Board of DPE Limited.
• Committee Charter
The Committee has a Charter to govern its
operations – see http://www.dominos.com.au/
corporate/investors. The Charter is reviewed
every two years, and, if appropriate, updated
by the Board on recommendation from the
Audit Committee.
Membership of the Committee
Committee members are appointed by the Board.
Under the Committee’s Charter, members will
have a range of diverse and yet complementary
skills and will be financially literate. The
members of the Committee are Messrs Adler,
Cave, and Bourke. The chair is Mr Adler, an
independent director. Particulars of their
qualifications and experience are set out in the
Corporate Directory section of the Annual Report.
Membership of the Committee, details of
their qualifications and experience and their
attendance at Committee meetings during the
reporting period are detailed in the Directors’
Report on page 17.
Purpose of the Committee
The purpose of the Audit Committee is to review
and make recommendations to the Board in
relation to:
• accurate and reliable financial information
prepared for use by the Board; and
• the integrity of the Company’s internal
controls affecting the preparation and
provision of that financial information in
determining policies or for inclusion in the
financial statements.
10
Duties and Responsibilities of the Committee
The Committee advises the Board on all aspects
of internal and external audit, the adequacy of
accounting and risk management procedures,
systems, control and financial reporting. Specific
responsibilities include:
• recommending to the Board the
appointment, re-appointment and removal
of external auditors;
• monitoring the independence of the
external auditors;
• recommending and supervising the
engagement of the external auditors and
monitoring auditor performance;
• reviewing the effectiveness of
management information and other
systems of internal control;
• reviewing all areas of significant financial risk
and arrangements in place to contain those to
acceptable levels;
• reviewing significant transactions that are not
a normal part of the Company’s business;
• monitoring the internal controls and
accounting compliance with the Corporations
Act 2001, ASX Listing Rules, reviewing
external audit reports and ensuring prompt
remedial action; and
• reviewing the Company’s full year ASX
Appendix 4E, Annual Report and half-year
Appendix 4D, prior to submission to the Board.
In carrying out these functions, the Committee
maintains unobstructed lines of communication
between the Committee, the internal auditors,
the external auditors, and DPE Limited’s
management and has the power to seek advice
from external consultants or specialists where
the committee believes it is appropriate.
Rotation of the External Audit
Engagement Partners
The Corporations Act 2001 has introduced a
five-year rotation requirement for audit partners.
DPE Limited’s external auditor, Deloitte Touche
Tohmatsu has an internal policy which is
consistent with this requirement.
Independence of the external auditors
The Committee will consider annually any
non-audit services provided by the external
auditors to determine whether the provision of
those non-audit services is compatible with the
independence of the external auditors. Policies are
in place to restrict the type of non-audit services
which can be provided by the external auditors.
Internal audit
Ernst & Young has been engaged to undertake,
on a periodic basis, an independent and objective
internal audit review function charged with
evaluating, testing and reporting on the adequacy
and effectiveness of management’s control of
operational risk. The internal auditors provide
reports to the Audit Committee.
Group Chief Executive Officer and Group Chief
Financial Officer sign-off to the Board in respect
of DPE Limited’s financial statements
The sign-off required from the Group Chief
Executive Officer (“Group CEO”) and the Group
Chief Financial Officer (“Group CFO”) that
DPE Limited’s financial statements present a
true and fair view of DPE Limited’s financial
position and performance in accordance with
the relevant Accounting Standards, is contained
within the representations required as part of
Recommendation 7.2 of the ASX Principles.
The experience and qualifications of
members of the Audit Committee are set out
in Corporate Directory section of the Annual
Report. Membership of and attendance at
2016 Committee meetings are detailed in the
Directors’ Report on page 17.
ETHICAL VALUES
The Board has a Code of Conduct which sets
the standards to which each director executive
and employee will adhere whilst conducting their
duties. The Code requires directors, executives
and employees, amongst other things, to:
• act honestly, in good faith and in the best
interests of the Company as a whole;
• act with high standards of personal integrity;
• comply with the laws and regulations that
apply to the Company and its operations;
• not knowingly participate in any illegal or
unethical activity;
• not enter into any arrangements or
participate in any activity that would conflict
with the Company’s best interests or that
would be likely to negatively affect the
Company’s reputation;
• not take advantage of the property or
information of the Company or its customers
for personal gain or to cause detriment to the
Company or its customers; and
• not take advantage of their position or
the opportunities arising therefrom for
personal gain.
All directors and officers of the Company must,
as far as possible, act with the utmost integrity
and objectivity, striving at all times to enhance
the reputation and performance of the Company,
and where possible, to act in accordance with
the interests of the shareholders, staff, clients
and all other stakeholders in the Company.
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDCORPORATE GOVERNANCE STATEMENT continued BOARD AND BOARD COMMITTEE AND SENIOR EXECUTIVE PERFORMANCE EVALUATION
A formal review of Board, individual director and Committee performance is undertaken annually by the Chairman. The Deputy Chairman undertakes an
annual performance evaluation of the Chairman. All reviews include open discussions by the Board of the results of the evaluations.
The performance of senior executives (except the Group CEO) is periodically evaluated and monitored by Group CEO and measured against agreed key
performance indicators. The performance of the Group CEO is periodically reviewed and monitored by the Chairman and measured against agreed key
performance indicators.
Performance evaluations of the Board, each director, the Board Committees and senior executives (including the Group CEO) have occurred in the reporting
period in accordance with the procedures described above. No governance changes arose from the evaluations.
DIVERSITY POLICY
Diversity is an important aspect of the Company’s success. DPE Limited has adopted a Diversity Policy which aims to ensure that:
• employment decisions are transparent, equitable and fair;
• a safe and supportive workplace is provided in which differences are valued and respected;
• recruitment decisions take account of the diversity of the community; and
• employees have the ability to contribute and access opportunities based on merit.
In accordance with its Diversity Policy, the Board has adopted measurable objectives for achieving gender diversity in Australia. Those measurable objectives,
and the performance against those objectives for the 2016 financial year, are outlined in the following table:
OBJECTIVE
Maintain a fair and balanced level of participation
by women in Corporate Services. (ii)
INITIATIVES TO FACILITATE
ACHIEVEMENT OF THE OBJECTIVE
A diversity support program has been initiated
by DPE Limited.
STATUS OF THE OBJECTIVE (i)
Ongoing – as at 03 July 2016, 45% of the
Corporate Services staff were women.
Maintain a balanced level of participation
by women as in-store staff.
As part of the program equal employment
treatment is to be given without regard to
gender.
Increase the level of participation
by women in management at regional
and store level.
Under the diversity support program, equal
treatment is to be given in training and
promotion.
Ongoing – as at 03 July 2016, 52% of the
in-store staff were women, 12% of delivery
drivers were women and 12% of our e-bike
riders were women.
Ongoing – as at 03 July 2016, the following
proportions of women are in management:
• State Managers – 33%;
• Regional Managers – 29%; and
• Store Managers – 18%
Achieve a high parental leave return rate.
The Company has implemented a parental
leave policy for full and part-time employees in
Corporate Services.
Ongoing – For the year ending 03 July 2016,
the Company achieved a 100% parental leave
return rate.
(i)
(ii)
The statistics are in respect of Australia only.
Corporate Services means staff working at the Company’s Australian head office.
The following table shows the proportional representation of men and women at various levels within the Company’s Australian workforce in 2016:
ROLE
Non-executive directors
Leadership team members
Other
Total in the whole organisation
WOMEN (%)
20%
8%
30%
30%
The members of the Leadership teams comprise the senior executives at Group level and at in each of the Company’s markets, who are responsible for the
key functions in those markets including finance, marketing, information technology, human resources, corporate, operations and business development.
The Company understands that diversity is a larger dimension than just gender and includes matters of age, disability, ethnicity, material or family status,
religious or cultural background. The Company ensures that the recruitment and selection practices (from the Board downwards) are appropriately structured
so that a diverse range of candidates are considered and that there are no conscious or unconscious biases that might discriminate against certain candidates.
11
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED CORPORATE GOVERNANCE STATEMENT continued WORKPLACE GENDER EQUALITY
The Workplace Gender Equality Act 2012
(the WGE Act) puts a focus on promoting and
improving gender equality and outcomes for both
women and men in the workplace. All non-public
sector employers with 100 or more employees are
required to report annually under the WGE Act.
The Company has submitted its 2016 report
to the Workplace Gender Equality Agency.
A copy of this report can be found in the
Investors section of the Company’s website
http://www.dominos.com.au/corporate/
investors/workplace-gender-equality).
SECURITIES TRADING POLICY
The Company has adopted a policy that imposes
certain restrictions on officers, employees
and franchisees trading in the securities of the
Company. The restrictions have been imposed to
prevent inadvertent contraventions of the insider
trading provisions of the Corporations Act 2001.
The key aspects of the policy are:
• trading whilst in the possession of material
price-sensitive information is prohibited;
• trading is permitted without approval in the
three-week period after the release to the ASX
of the half-yearly and annual results, the end
of the AGM or at any time the Company has
a prospectus open, but only if they have no
inside information and the trading is not for
short-term or speculative gain; and
• trading in other circumstances is only
permitted if the person is personally satisfied
that they are not in possession of inside
information and they have obtained approval.
Permission will be given for such trading only
if the approving person is satisfied that the
transaction would not be contrary to law,
for speculative gain or to take advantage of
inside information.
DPE Limited’s price-sensitive information is
information which a reasonable person would
expect to have a material effect on the price or
value of DPE Limited’s securities.
CONTINUOUS DISCLOSURE POLICY
The Company has adopted a Continuous
Disclosure policy so as to comply with its
continuous disclosure obligations. The policy
aims to:
• assess new information and co-ordinate any
disclosure or releases to the ASX, or any
advice required in relation to that information,
in a timely manner;
• provide an audit trail of the decisions
regarding disclosure to substantiate
compliance with the Company’s continuous
disclosure obligations; and
• ensure that employees, consultants,
associated entities and advisers of the
Company understand the obligations to bring
material information to the attention of the
Company Secretary.
Accountabilities and responsibilities
For administrative convenience, DPE Limited
has nominated the Company Secretary as the
person responsible for communications with
the ASX. In addition, the Company Secretary
has responsibility for overseeing and co-
ordinating disclosure of information to the ASX
and communicating with the Group CEO and
Group CFO in relation to continuous disclosure
matters. The Company Secretary and Group
CFO are also responsible for overseeing and
co-ordinating disclosure of information to the
media and to analysts, brokers and shareholders
and communicating with the Board in relation to
continuous disclosure matters.
Disclosure principle
In order to ensure DPE Limited meets its
obligations of timely disclosure of such information,
DPE Limited adheres to the following practice:
• immediate notification to the ASX of
information concerning DPE Limited that
a reasonable person would expect to have
a material effect on the price or value of
DPE Limited’s securities as prescribed
under Listing Rule 3.1, except where such
information is not required to be disclosed in
accordance with the exception provisions of
the ASX Listing Rules.
External communications
Under this Policy, only those DPE Limited
employees who have been authorised by the
Chairman or Group CEO can speak on behalf of
the Company to the media, analysts or investors.
DPE Limited will not disclose price-sensitive
information to any investor or analyst before
formally disclosing the information to the market.
Release of briefing materials/media releases
All draft DPE Limited media releases and
external presentations are reviewed by senior
management to determine if they are subject
to the continuous disclosure requirements. The
purpose of that review is to ensure:
• the factual accuracy of any information;
• there is no material omission of information; and
• that the information will be disclosed in a
timely manner.
As a result of that review, any written material
containing price-sensitive information to be
used in briefing media, institutional investors or
analysts, must be lodged with the ASX prior to
the brief commencing. As soon as practicable
after confirmation of receipt by the ASX, the
briefing material is posted to DPE Limited’s
corporate website.
COMMUNICATIONS POLICY
The Board aims to ensure that DPE Limited’s
shareholders are informed of all major
developments affecting the Company’s state
of affairs. Information is communicated to
shareholders through:
• The full Annual Report. All shareholders have
to elect to receive a copy of the full Annual
Report, unless they have elected not to receive
one, and a copy is available, on request.
Current Corporations’ legislation allows for
the default option of receiving annual reports
via the internet. Shareholders must be given
notification of this change and be given the
opportunity to elect to receive a hard copy of
the Annual Report;
• Disclosures made to the ASX. DPE Limited
endeavours to post announcements on its
corporate website the same day they are
released to the ASX;
• Notices and Explanatory Memoranda of each
AGM or other meeting of shareholders;
• The AGM. DPE Limited encourages
shareholders to attend and participate in
DPE Limited’s AGM to canvass relevant
issues of interest by scheduling the AGM
at an appropriate time and CBD location. If
shareholders are unable to attend the AGM
personally, they are encouraged to participate
through the appointment of a proxy or proxies;
• Its investor relations program which is
designed to facilitate effective two–way
communication with investors; and
• The Company’s website.
12
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDCORPORATE GOVERNANCE STATEMENT continued ASX Corporate Governance Recommendations
At the date of this report the Company considers
that the above Corporate Governance practices
comply with the ASX Principles, except for
the independence of the Chairman. The
information required to be disclosed by those
recommendations is found both in this Corporate
Governance Statement and in the Directors’
Report on pages 14 to 27.
The corporate website is located at http://www.
dominos.com.au and contains:
• the full financial statements of DPE Limited;
• all media releases made to the ASX by DPE
Limited. Each media release posted to the
website clearly shows the date it was released
to the market;
• a Company profile;
• contact details for DPE Limited’s head office;
and
• copies of corporate governance policies.
• This website has a dedicated investor
information section which is intended to facilitate
quick and easy access for shareholders.
Attendance of the external auditor at the
DPE Limited AGM
It is both DPE Limited’s policy and the policy of
the auditor for the lead engagement partner to be
present at the AGM to answer questions about
the conduct of the audit and the preparation and
content of the Auditors’ Report. These policies
are consistent with the Corporations Act 2001.
Shareholders attending the AGM are made aware
they can ask questions of the auditor concerning
the conduct of the audit.
RISK MANAGEMENT POLICY
The Board adopts a framework for risk
management which recognises that the Company
is engaged in activities, which necessarily
demand that the Company take certain usual
business, entrepreneurial and operational
risks. Accordingly, and in the interests of the
enhanced performance of the Company, the
Board embraces a responsible approach to risk
management, as a risk-aware Company, but not
necessarily a risk-averse one.
Specifically in managing risk, the Company and
the Board adopts a framework which adheres to
the following principles:
• When considering new strategies or
projects, management analyse the major
risks of those opportunities being secured
or being lost and considers appropriate
strategies for minimising those risks where
they are identified;
• The Company will, when thought prudent by
the Group CEO or the Board, take appropriate
external advice to determine the best way to
manage a particular risk;
• Financial risk will be managed by the whole of
the Board working closely with the Group CEO
and the Group CFO to ensure that the financial
statements and other financial reporting are
rigorously tested prior to submission to audit;
• To complement risk management by the
Company, appropriate insurances are put in
place and advice taken from the Company’s
brokers or insurers where necessary to cover
the usual extraordinary risks which arise in
the circumstances of the Company; and
• The Company’s approach to risk management,
and the effectiveness of its implementation,
is reported by exception to the Board at least
annually and as such has been undertaken
during this reporting period.
Through the use of its internal review function,
the management of the Company has reported
to the Board that the risk management policies
adopted by the Company are the best to manage
the material business risks of each part of the
Company’s business operations.
The Board has received formal assurance from the
Group CEO and the Group CFO in the declaration
provided in accordance with section 295A of the
Corporations Act that the financial statements give
a true and fair view of the financial position and
performance of the Company.
13
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED CORPORATE GOVERNANCE STATEMENT continued DIRECTORS’ REPORT
The directors of Domino’s Pizza Enterprises Limited (“DPE Limited”, or the “Company”) submit herewith the annual financial report of the Company and its
controlled entities (“Consolidated entity”) for the financial year ended 03 July 2016. In order to comply with the provisions of the Corporations Act 2001, the
Directors Report as follows:
Information about the directors and senior management
The names and particulars of the directors of the Company during or since the end of the financial year are:
NAME
Jack Cowin
Ross Adler
Grant Bourke
Paul Cave
Lynda O’Grady
Don Meij
POSITION
Non-Executive Chairman
Non-Executive Deputy Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Managing Director/Group Chief Executive Officer
Appointed 20 March 2014
Appointed 23 March 2005
Appointed 24 August 2001
Appointed 23 March 2005
Appointed 16 April 2015
Appointed 24 August 2001
Directorships of other listed companies
Mr Jack Cowin is currently a director of Ten Network Holdings, Fairfax Media Limited and Chandler Macleod Group Ltd. Mr Grant Bourke is currently a
director of Pacific Smiles Group Limited. Paul Cave is currently a director and chairman of Lovisa Holdings Limited. There were no other directorships of other
listed companies held by directors in the 3 years immediately before the end of the financial year.
Directors’ shareholdings
The following table sets out each director’s relevant interest in shares, debentures, and rights or options in shares or debentures of the Company as at the
date of this report.
DIRECTORS
Jack Cowin
Ross Adler
Grant Bourke
Paul Cave
Lynda O'Grady
Don Meij
DOMINO'S PIZZA ENTERPRISES LIMITED
FULLY PAID
ORDINARY
SHARES
NUMBER
-
205,796
1,798,344
369,166
2,000
2,138,360
SHARE
OPTIONS
NUMBER
CONVERTIBLE
NOTES
NUMBER
-
-
-
-
-
1,200,000
-
-
-
-
-
-
Remuneration of directors and senior management
Information about the remuneration of directors and senior management is set out in the Remuneration Report of this Directors’ Report on pages 18 to 27.
Share options granted to directors and senior management
During and since the end of the financial year, an aggregate 703,500 share options were granted to the following directors and senior management of the
Company as part of their remuneration.
DIRECTORS AND SENIOR MANAGEMENT
Don Meij
Richard Coney
Andrew Rennie
Scott Oelkers
Nick Knight
Allan Collins
John Harney
Wayne McMahon
Craig Ryan
Andrew Megson
NUMBER
OF OPTIONS
GRANTED
300,000
54,000
150,000
60,000
47,000
38,500
27,000
27,000
27,000
29,500
ISSUING
ENTITY
DPE Limited
DPE Limited
DPE Limited
DPE Limited
DPE Limited
DPE Limited
DPE Limited
DPE Limited
DPE Limited
DPE Limited
NUMBER OF
ORDINARY
SHARES
UNDER
OPTION
1,200,000
188,000
633,334
60,000
114,000
134,500
79,000
94,000
79,000
29,500
Craig is a solicitor of the Supreme Court of Queensland, Australian Capital Territory and New South Wales and a Solicitor of the High Court of
Australia with over 20 years’ experience. Craig joined the Company as General Counsel on 8 August 2006 and was appointed to the position
of Company Secretary on 18 September 2006. Craig holds a Bachelor of Arts and a Bachelor of Laws from the University of Queensland and
a Masters of Laws from the University of New South Wales. Craig is also a Chartered Secretary with Governance Institute Australia.
Company Secretary
Craig Ryan
General Counsel
14
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED
Principal activities
The Consolidated entity’s principal activities in the course of the financial year were the operation of retail food outlets and the operation of franchise
services. During the financial year there were no significant changes in the nature of those activities.
Review of operations
The result for the financial year ended 03 July 2016 was as follows:
Profit before related income tax expense
Income tax expense
Profit after related income tax expense
The following are the key operational highlights
for the year.
Consolidated entity:
The Consolidated entity achieved a statutory
profit after tax (NPAT) of $86.6 million for the year
ending 03 July 2016 which represents growth
from the prior year of 26.6%. This result was
primarily driven by continued strong sales and
new store openings across all regions. Same store
sales (SSS) grew by 14.8% in ANZ and 8.2% in
Europe (EU). Japan had a negative 2.1% SSS.
In ANZ, this is mainly due to effective marketing,
new technologies and digital innovation. In
EU, the growth is attributable to continued
economies of scales, targeted promotional
marketing and integration of quicker and easier
order platforms. Japan profitability was resilient,
despite the challenging economic environment.
The Consolidated entity’s NPAT was impacted by
one-off significant charges totalling $12.7 million,
pre-tax, relating to the acquisition of Joey’s
Pizza, Domino’s Germany and Pizza Sprint, as
well as one-off redundancy costs incurred as a
result of relocating the Paris Commissary.
Cash flows from operating activities have
increased by $22.4m or 21.2% from FY15, due
to increased revenue across all regions. 182
new stores were opened during year in existing
regions and an additional 302 where acquired
through the successful acquisition of Joey’s
Pizza, Domino’s Germany and Pizza Sprint. This
has resulted in a total network store count of 714
in ANZ, 816 in Europe and 453 in Japan as at 03
July 2016 (including 7 store closures).
Australia and New Zealand:
ANZ achieved EBITDA of $91.6 million which
represents an increase of 27.9% from prior year.
Revenue increased by 23.6% which was driven
by SSS growth of 14.8% for the year. Highlights
for the ANZ market, included operational
initiatives that focussed on preparation and
delivery time through the Company’s pursuit
of project 3-10 (pick up order completed in 5
minutes and delivery in under 10 minutes) to
provide a hotter-fresher pizza to customers.
There was an increased focus on product,
including the successful campaign “More Than
Just Pizza”, reminding customers of the wider
range of products and technology offered.
Digital innovation included launching DPE’s first
ever technology series “Abacus” to showcase
our digital development. Other digital innovations
included launching “On-time Cooking”, which
enables our pick-up customers to always receive
hotter, fresher, pizzas. The new 15/20-minute
service guarantee technology was developed to
offer customers faster and safer deliveries.
ANZ unveiled DRU (Domino’s robotic unit) during
the year, undertaking customer trials to make
improvements and working with relevant regulators.
ANZ opened 49 new stores in the ANZ network and
achieved record sales weeks across 576 stores.
Europe
Europe EBITDA increased by 53.5% and revenue
increased by 52.4%, compared with FY15, while
underlying EBITDA increased by 122.8%. This
was driven by strong SSS of 8.2% for the year, the
opening of 64 new organic stores, 302 acquired
stores and continuing economies of scale, as the
Company’s footprint into Europe expands.
Online sales continue to break records in all
three countries, with the Netherlands achieving
73% of sales from online sale orders. The record
online sale orders were achieved through the
use of targeted online specific promotions, the
introduction of Domino’s Live Pizza Tracker via
the Apple Watch and the launch of OneDigital in
the Netherlands. The Netherlands implemented
the GPS Driver Tracker and new digital payment
methods offered to customers.
Further contributors to the strong SSS include
product innovations such as specialty pizzas
and a wider range of chicken and desserts being
offered in the acquired German Stores.
2016
$’000
125,819
(39,227)
86,592
2015
$’000
97,840
(29,419)
68,421
Japan
Japan EBITDA increased by 25.5% and
revenue rose by 27.7%, compared with FY15.
Contributing towards the increase in revenue
were the opening of 69 new store as well as
the benefit from a stronger exchange rate.
Franchised stores now comprise 29% of the
network, up from 17% at the time of the DPE
acquisition (September 2013) and 26% at the
end of FY15. Stores were opened in five new
markets during the fiscal year and continue to
relocate stores to pick-up friendly locations and
remodel existing stores, which further assisted in
profit growth.
This year Japan saw the highest carry-out sales
percentage in DPJ history and the launch of the
new Mugen 3.0 store design, featuring a face-to
face transparent makeline rolled out across 73
stores to date.
Changes in state of affairs
On 26 January 2016, the Consolidated entity
acquired 100% interest of Sprint Pizza. Pizza
Sprint is a chain of 89 pizza stores in France,
comprising 12 corporate stores and 77 franchise
stores. This acquisition is expected to reinforce
DPE’s position as the largest pizza chain in the
French market.
On 2 February 2016, the Consolidated entity
through its 66.7% controlled joint venture
company Daytona JV (UK) Limited (Daytona)
acquired 100% of the issued share capital of
interest in Joey’s Pizza (Joey’s Pizza). Joey’s
Pizza is the largest pizza chain in Germany with
a store network of 212 stores, comprising 209
franchise stores and 3 corporate owned stores.
This is expected to provide the Consolidated
entity with substantial growth into the future.
Apart from this, there were no other significant
changes in the state of affairs of the Consolidated
entity that occurred during the financial year.
Subsequent events
There has not been any matter or circumstance
occurring subsequent to the end of the
financial year that has significantly affected,
or may significantly affect, the operations of
the Consolidated entity, the results of those
operations, or the state of affairs of the
Consolidated entity in future financial years other
than the matters disclosed in note 44.
15
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED DIRECTORS’ REPORT continued Future developments
In ANZ, we will be unveiling our biggest menu launch since 2008 and driving product innovation through the introduction of new food categories and delivering
a menu, free of preservatives and artificial colouring. Further development of DRU (Domino’s automated robotic unit) and the launch of “Zero Click” ordering
will continue to drive our digital innovation allowing for continued focus on maximising online sales and sustained increase in our network of stores.
We have upgraded our future store network guidance in ANZ to 1,200 stores by 2025, up from 900, on the basis of continued demand.
In Europe, we will continue to focus on delivering a number of new initiatives that have been put in place to optimise logistics and drive operational efficiencies.
The logistics optimization will include the opening of the new Paris (France) commissary and is expected to be the most automated Domino’s commissary
in the world, yielding substantial cost savings through production benefits. Operational efficiencies include the continuing rollout of the global point of sale
(“POS”) and “One Digital” online ordering systems in France. The GPS Driver Tracker will be fully rolled out in the Netherlands and we are expecting record
organic new store growth in the FY17 year.
Joey’s stores will be fully converted to Domino’s by the end of the first half of the financial year and integration of OneDigital, Pizza Tracker, Apps and other
DPE innovation are being rolled out in Germany. Pizza Sprint stores will be fully converted to Domino’s by the end of the financial year. Converted stores are
trading well above expectations and Online Order % post conversion has increased significantly. Pizza Sprint is transitioning to PULSE and leveraging DPE
technology. DPE expects significant economic benefits in the future from the acquisitions, leveraging the operational and management expertise of DPE in the
Netherlands, Belgium and France as well as facilities in these existing territories.
In Japan, the key areas of focus in FY17 will be the continuation of new store rollouts. Stores will also be relocated to pick up friendly locations and the new
Point of sale (POS) system will be rolled out. “One Digital” online ordering system will be rolled out within FY17 and we will continue to seek further expansion
opportunities into new regional markets in FY17.
Environmental and social sustainability risks
The Consolidated entity is not subject to any significant environmental regulation or mandatory emissions reporting and does not consider that it has material
exposure to environmental and social sustainability risks.
To the best of the directors’ knowledge the Consolidated entity complies with its obligations under environmental regulations and holds all licences required to
undertake its business activities.
Dividends
In respect of the financial year ended 28 June 2015, as detailed in the Directors’ Report for the financial year, a final dividend of 27.2 cents per share franked
to 100% at 30% corporate income tax rate was paid to the holders of fully paid ordinary shares on 11 September 2015.
In respect of the financial year ended 03 July 2016, an interim dividend of 34.7 cents per share franked to 70% at 30% corporate income tax rate was paid
to the holders of fully paid ordinary shares on 16 February 2016. The Company will be paying a final dividend of 38.8 cents per share franked to 70% at 30%
corporate income tax rate to the holders of fully paid ordinary shares on 7 September 2016.
Shares under option or issued on exercise of options
Details of unissued shares or interests under option as at the date of this report are:
ISSUING ENTITY
DPE Limited
DPE Limited
DPE Limited
DPE Limited
DPE Limited
DPE Limited
DPE Limited
DPE Limited
DPE Limited
DPE Limited
NUMBER OF
SHARES
UNDER
OPTION
166,667
600,000
456,667
300,000
319,250
150,000
50,500
37,100
300,000
751,750
CLASS OF
SHARES
EXERCISE
PRICE
OF OPTION
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
$9.13
$14.90
$13.74
$22.89
$22.89
$16.52
$22.89
$36.31
$40.95
$40.95
EXPIRY DATE OF
OPTIONS
31 August 2016
2 November 2017
31 August 2017
28 October 2020
31 August 2018
1 August 2017
1 August 2017
31 August 2018
28 October 2020
31 August 2019
The holders of these options do not have the right, by virtue of the option, to participate in any share issue or interest issue of the Company or of any other
body corporate or registered scheme. Details of shares or interests issued during or since the end of the financial year as a result of exercise of an option are:
ISSUING ENTITY
DPE Limited
DPE Limited
DPE Limited
16
NUMBER OF
SHARES
ISSUED
189,167
250,000
500,000
CLASS OF
SHARES
AMOUNT PAID
FOR SHARES
AMOUNT OF
UNPAID SHARES
Ordinary
Ordinary
Ordinary
$5.83
$9.13
$8.97
$nil
$nil
$nil
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDDIRECTORS’ REPORT continued Indemnification of officers and auditors
The Company has entered into deeds of indemnity, insurance and access with each director. To the extent permitted by law and subject to the restrictions in
s.199A of the Corporations Act 2001, the Company must continuously indemnify each director against liability (including liability for costs and expenses) for
an act or omission in the capacity of director. However, this does not apply in respect of any of the following:
• a liability to the Company or a related body corporate;
• a liability to some other person that arises from conduct involving a lack of good faith;
• a liability for costs and expenses incurred by the director in defending civil or criminal proceedings in which judgment is given against the officer or in
which the officer is not acquitted; or
• a liability for costs and expenses incurred by the director in connection with an unsuccessful application for relief under the Corporations Act 2001 in
connection with the proceedings referred to above.
The Company has also agreed to provide the directors with access to Board documents circulated during the directors’ term in office.
During the financial year, the Company paid a premium in respect of a contract insuring the directors of the Company, the Company Secretary and all senior
management of the Company and of any related body corporate against a liability incurred as such a director, secretary or senior management to the extent
permitted by the Corporations Act 2001.
The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or auditor of the Company or of any related
body corporate against a liability incurred as such an officer or auditor. The directors have not included details of the nature of the liabilities covered or the
amount of the premium paid in respect of the directors’ and officers’ liability and legal expenses insurance contract as such disclosure is prohibited under the
terms of the contract.
Directors’ meetings
The following table sets out the number of directors’ meetings (including meetings of committees of directors) held during the financial year and the number
of meetings attended by each director (while they were a director or committee member). During the financial year, ten board meetings, seven nomination
and remuneration committee meetings and eight audit committee meetings were held.
DIRECTORS
Jack Cowin
Ross Adler
Grant Bourke
Paul Cave
Lynda O'Grady
Don Meij
BOARD OF DIRECTORS
NOMINATION &
REMUNERATION COMMITTEE
AUDIT COMMITTEE
HELD
ATTENDED
HELD
ATTENDED
HELD
ATTENDED
12
12
12
12
12
12
12
12
12
11
12
12
5
5
5
5
5
-
5
5
5
5
5
-
-
5
5
5
-
-
-
5
5
5
-
-
Non-audit services
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note 43 to the financial
statements. The directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the auditor’s
behalf) is compatible with the general standard of independence of auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 43 to the financial statements do not compromise the external auditor’s independence,
based on the advice received from the Audit Committee, for the following reasons:
• all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor, and
• none of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for
Professional Accountants issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting
in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.
Auditor’s independence declaration
The auditor’s independence declaration is included on page 30 of the Annual Report.
Rounding off of amounts
The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Report) Instrument 2016/191, dated
24 March 2016, and in accordance with that Corporations Instrument amounts in the financial report are rounded off to the nearest thousand dollars,
unless otherwise indicated.
17
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED DIRECTORS’ REPORT continued REMUNERATION REPORT
This Remuneration Report (Audited), which forms
part of the Directors’ Report, sets out information
about the remuneration of the Company’s
directors and its senior management for the
financial year ended 03 July 2016.
On 13 July 2015, Nick Knight was appointed as
Chief Executive Officer ANZ, as a result of this
appointment Andrew Megson ceased to meet
the definition as a Key Management Personnel.
On 16 November 2015 Wayne McMahon was
appointed as Group Chief Information Officer.
The prescribed details for each person covered
by this report are detailed below under the
following headings:
• director and senior management details
• remuneration policy
• relationship between the remuneration policy
and Company performance
• remuneration of directors and senior
management
• key terms of employment contracts
Director and senior management details
The following persons acted as directors of the
Company during or since the end of the financial
year:
NAME
Jack Cowin
Ross Adler
Grant Bourke
Paul Cave
Lynda O’Grady
Don Meij
POSITION
Non-Executive Chairman
Non-Executive
Deputy Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Managing Director/
Group Chief Executive Officer
(Group CEO)
The term ‘senior management’ is used in this
Remuneration Report to refer to the following
persons. Except as noted, the named persons held
their current position for the whole of the financial
year and since the end of the financial year:
• Richard Coney, Group Chief Financial Officer
• Andrew Rennie, Chief Executive Officer
Europe and CEO France
• Scott Oelkers, President and Chief Executive
Officer of Japan
• Nick Knight, Chief Executive Officer ANZ
(appointed 13 July 2015)
• John Harney, Group Chief Procurement Officer
• Allan Collins, Chief Marketing Officer ANZ and
Group Marketing Director
• Craig Ryan, General Counsel and
Company Secretary
• Wayne McMahon, Group Chief Information
Officer (appointed 16 November 2015)
• Andrew Megson, Chief Operating Officer ANZ
(ceased 13 July 2015)
Remuneration Policy
The performance of the Company depends upon
the quality of its directors, and its secretaries and
other key management personnel. To prosper, the
Company must attract, motivate and retain highly
skilled directors and other key management
personnel. The compensation structure is
designed to strike an appropriate balance
between fixed and variable remuneration,
rewarding capability and experience and
providing recognition for contribution to the
Company’s overall goals and objectives.
The Board Remuneration Policy is to ensure
the compensation package properly reflects
the person’s duties and responsibilities and
level of performance; and that compensation
is competitive in attracting, retaining and
motivating people of the highest quality.
The Board has a Nomination and Remuneration
Committee. Information about this Committee is
set out on page 9.
Non-executive director remuneration
Non-executive directors are remunerated by way
of cash fees and superannuation contributions.
The level of directors fees should reflect the time
commitment and responsibilities of the role and
market standards. During the reporting period,
non-executive directors did not receive any
performance based remuneration or equity-
based remuneration. Non-executive directors are
not entitled to receive any termination payments
on ceasing to be a director.
Executive remuneration
The Board of Directors (“The Board”),
in conjunction with its Nomination and
Remuneration Committee, is responsible for
approving the performance objectives and
measures for the Group CEO and providing input
into the evaluation of performance against them.
The Nomination and Remuneration Committee is
responsible for making recommendations to the
Board on compensation policies and packages
applicable to the Board members and the Group
CEO. The Managing Director / Group CEO is
responsible for making recommendations on
compensation packages applicable to the other
key management personnel of the Company.
Relationship between the Remuneration
Policy and Company performance
The compensation structures explained below
are designed to attract suitably qualified
candidates, reward the achievement of strategic
objectives, and achieve the broader outcome
of creation of value for shareholders. The
compensation structures take into account:
• the capability and experience of the key
management personnel;
• the key management personnel’s ability to
control the relevant segments’ performance;
• the Consolidated entity’s performance
including:
- the Consolidated entity’s earnings;
- the growth in earnings per share and return
on shareholder wealth, and
• the amount of incentives within each key
management personnel’s compensation.
Compensation packages include a mix of
fixed and variable compensation and short-
term and long-term performance-based
incentives. Executives may receive bonuses
on the achievement of specific goals related
to the performance of the Company (including
operational results). The mix of these
components is based on the role the individual
performs. In addition to their salaries, the
Consolidated entity also provides non-cash
benefits to its key management personnel,
and contributes to a post-employment
superannuation plan on their behalf.
Egan & Associates, an independent remuneration
consultant is engaged by the Remuneration
Committee to ensure that the reward practices
and levels for senior management are
consistent with market practice. A statement
of recommendation from the remuneration
consultant has been received for the 2016
financial year. Payment of $36,960 (2015:
$38,220) has been made to the remuneration
consultant for the services provided on the
remuneration recommendation. No other
advice has been provided by the remuneration
consultant for the financial year. In order to
ensure that the remuneration recommendation
would be free from undue influence by members
of the key management personnel to whom the
recommendation relates to, the remuneration
consultant is not a related party to any member
of the key management personnel. As such, the
Committee is satisfied that the remuneration
recommendation was made free from undue
influence by the member or members of the
key management personnel to whom the
recommendation relates.
18
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDDIRECTORS’ REPORT continued Fixed compensation
Fixed compensation consists of base
compensation (which is calculated on a total
cost basis and includes any fringe benefits tax
(“FBT”) charges related to employee benefits
including motor vehicles), as well as employer
contributions to superannuation funds.
Compensation levels are reviewed annually by
the Nomination and Remuneration Committee
and Managing Director/Group Chief Executive
Officer through a process that considers
individual, segment and overall performance of the
Consolidated entity. In addition, external consultants
provide analysis and advice to ensure the directors
and executives’ compensation is competitive in the
marketplace. An executive’s compensation is also
reviewed on promotion. All roles are benchmarked
against comparable market data.
Performance-linked compensation
Performance-linked compensation includes
both short-term and long-term incentives and is
designed to reward key management personnel
for meeting or exceeding their financial and
personal objectives. The short-term incentive
(“STI”) is an ‘at risk’ bonus provided in the form
of cash, while the long-term incentive (“LTI”) is
provided as options over ordinary shares of the
Company under the rules of the employee share
options plan (“ESOP”). The quantum of STI is set
as a maximum amount by the Nomination and
Remuneration Committee on a yearly basis.
Short-term incentive bonus
Each year the Nomination and Remuneration
Committee sets the key performance indicators
(“KPI’s”) for the Managing Director/Group
CEO and the Managing Director/Group CEO
proposes the KPI’s for the other key management
personnel. The KPI’s generally include measures
relating to the Consolidated entity, the relevant
segment, and the individual, and include
financial, people, customer, strategy and risk
measures. The measures are chosen as they
directly align the individual’s reward to the KPI’s
of the Consolidated entity and to its strategy
and performance. The Company undertakes a
rigorous and detailed annual forecasting and
budget process. The Board believes achievement
of the annual forecast and budget is therefore the
most relevant short-term performance condition.
The financial performance objectives include
but are not limited to “Earnings before Interest,
Tax, Depreciation and Amortisation” (“EBITDA”),
Earnings before Interest and Tax (“EBIT”) in local
currencies, “Corporate store EBITDA”, “Franchise
operations EBITDA” and Net Profit After Tax
(“NPAT”), compared to budget and last year.
The non-financial objectives vary with position
and responsibility and include measures such
as achieving strategic outcomes, percentage
savings, customer satisfaction, hygiene and
training and staff development.
The below provides the structure of the short
term incentive plan for the Managing Director /
Group CEO:
• Group NPAT – budgeted and stretch targets $
• Australia and New Zealand budgeted EBIT $
• Europe budgeted EBIT €
• Japan budgeted EBIT ¥
• New store openings – Group target
At the end of the financial year the Nomination
and Remuneration Committee and Managing
Director/Group CEO assess the audited
performance of the Consolidated entity, the
relevant segment and individual against the KPI’s
set at the beginning of the financial year. No
bonus is awarded where performance objectives
are not achieved.
Long-term incentive
Options are issued under the ESOP, and it
provides for key management personnel to
receive a number of options, as determined by
the Board, over ordinary shares. Options issued
under the ESOP will be subject to performance
conditions that are detailed on page 22-23.
The Nomination and Remuneration Committee
considers this equity performance-linked
compensation structure to be appropriate as
key management personnel only receive a
benefit where there is a corresponding direct
benefit to shareholders.
The tables below set out summary information about the Consolidated entity’s earnings and movements in shareholder wealth for the five years to 03 July 2016:
Revenue
Net profit before tax
Net profit after tax
Share price at start of year
Share price at end of year
Interim dividend per share (1)
Final dividend per share (1)
Basic earnings per share
Diluted earnings per share
03 JULY 2016
$’000
28 JUNE 2015
$’000
29 JUNE 2014
$’000
30 JUNE 2013
$’000
1 JULY 2012
$’000
930,218
125,819
86,592
702,437
97,840
68,421
588,673
66,560
45,296
294,890
40,765
28,657
264,887
37,644
26,936
03 JULY 2016
28 JUNE 2015
29 JUNE 2014
30 JUNE 2013
1 JULY 2012
36.16
68.82
34.7 cents
38.8 cents
94.4 cents
92.2 cents
21.82
36.16
24.6 cents
27.2 cents
74.2 cents
72.8 cents
11.17
21.82
17.7 cents
19.0 cents
50.5 cents
49.8 cents
10.05
11.17
15.5 cents
15.4 cents
39.1 cents
38.7 cents
6.22
10.05
13.0 cents
14.1 cents
37.2 cents
36.7 cents
1
Interim and final dividends for the year ended 03 July 2016 are franked to 70% at 30% corporate income tax rate and prior periods interim and final dividends were franked to 100% at 30% corporate
income tax rate.
Policy on hedging equity incentive schemes
Participants are not permitted, without the prior written consent of the Chairman, to enter into transactions (whether through the use of derivatives or
otherwise) which limit the economic risk of participating the scheme.
19
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED DIRECTORS’ REPORT continued
Executive director
Don Meij
Executive officers
Richard Coney
Andrew Rennie
Scott Oelkers
Nick Knight (iv)
Allan Collins
John Harney
Wayne McMahon (v)
Craig Ryan
Remuneration of directors and senior management
SHORT TERM EMPLOYEE BENEFITS
POST-
EMPLOY-
MENT
BENEFITS
SUPER-
ANNUA-
TION
$
OTHER
LONG-
TERM
EMPLOYEE
BENE-
FITS(ii)
$
SHARE-
BASED
PAYMENT
TERMI-
NATION
BENEFITS
$
OPTIONS
& RIGHTS
$
NON-
MONE-
TARY
$
BONUS
$
OTHER (V)
$
-
-
-
-
-
4,504
4,504
4,504
4,504
4,504
-
-
-
-
-
18,701
15,492
9,830
9,208
9,208
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
PERCENT-
AGE OF
COMPEN-
SATION
FOR THE
YEAR CON-
SISTING OF
OPTIONS
%
-
-
-
-
-
TOTAL
$
236,282
183,073
118,334
110,635
110,635
SALARY &
FEES
$
2016(i)
Non-executive directors
Jack Cowin
Ross Adler
Grant Bourke
Paul Cave
Lynda O'Grady
213,077
163,077
104,000
96,923
96,923
1,010,544
765,000
4,504
-
19,679
21,659
- 2,175,919
3,997,305
54.4%
31.9%
56.0%
7.8%
29.7%
27.1%
24.9%
26.1%
25.8%
-
36.8%
416,302
695,579
805,390
339,226
411,090
292,842
204,123
284,276
210,375
217,929
326,808
109,500
186,000
123,200
92,120
109,936
45,791
-
127,503
4,417
4,504
4,504
2,858
4,504
-
-
201,556
-
-
-
-
-
19,679
-
-
18,598
19,679
19,679
12,253
19,679
11,115
6,188
-
-
11,128
5,889
-
6,002
-
329,655
- 1,168,503
123,261
-
199,053
-
235,555
-
147,887
-
110,102
-
147,887
-
1,032,917
2,088,199
1,584,518
670,794
867,956
594,001
421,456
572,284
Previous Executive Officers
Andrew Megson (iv)
12,826
-
5,146,198 2,140,868
148
221,253
-
201,556
743
192,428
362
62,343
2,268
-
- 4,640,090 12,604,736
16,347
The short-term bonus and long-term bonus and the options are dependent on satisfaction of performance conditions.
“Other” in short term employee benefits includes amounts relating to tax equalization.
(i)
(ii)
(iii) Relates to long term empl oyee entitlements expense.
(iv)
On 13 July 2015, Nick Knight was appointed as Chief Executive Officer ANZ, as a result of this appointment Nick Knight is considered a Key Management Personnel and Andrew Megson ceased to meet
this definition. The remuneration for Nick Knight and Andrew Megson is for the period the individuals were considered KMP.
On 16 November 2015 Wayne McMahon was appointed as Group Chief Information Officer as a result of this appointment he meets the definition of a KMP; accordingly the remuneration in the above table
is for the period Wayne McMahon is considered a KMP.
(v)
20
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDDIRECTORS’ REPORT continued SHORT TERM EMPLOYEE BENEFITS
NON-
MONE-
TARY
$
BONUS
$
OTHER (V)
$
POST-
EMPLOY-
MENT
BENEFITS
SUPER-
ANNUA-
TION
$
OTHER
LONG-
TERM
EMPLOYEE
BENE-
FITS(ii)
$
SHARE-
BASED
PAYMENT
TERMI-
NATION
BENEFITS
$
OPTIONS
& RIGHTS
$
SALARY &
FEES
$
2015(i)
Non-executive directors
Jack Cowin
Ross Adler
Grant Bourke
Paul Cave
Lynda O'Grady (iii)
160,000
160,000
80,000
80,000
16,000
-
-
-
-
-
4,178
4,178
4,178
4,178
849
-
-
-
-
-
15,200
15,200
7,468
7,600
1,520
-
-
-
-
-
-
-
-
-
-
-
-
Former non-executive directors
Barry Alty (iii)
30,785
-
1,389
-
2,925
PERCENT-
AGE OF
COMPEN-
SATION
FOR THE
YEAR CON-
SISTING OF
OPTIONS
%
-
-
-
-
-
-
TOTAL
$
179,378
179,378
91,646
91,778
18,369
-
-
-
-
-
-
35,098
Executive director
Don Meij
Executive officers
Richard Coney
Andrew Rennie
Scott Oelkers
Allan Collins
John Harney
Craig Ryan
892,505
765,000
4,178
-
18,783
19,125
- 1,415,766 3,115,357
45.44%
346,156
661,887
513,959
371,863
276,845
273,708
212,500
185,264
323,138
113,900
120,000
120,000
59,361
0
92,170
4,178
4,178
4,178
-
-
405,407
-
-
-
18,783
0
0
18,783
18,783
18,783
9,651
6,088
-
12,687
37,569
7,839
-
-
-
-
-
-
854,126
207,675
538,689 1,391,928
- 1,334,674
672,025
538,829
505,962
150,614
81,454
81,454
24.31%
38.70%
-
22.41%
15.12%
16.10%
Former Executive Officers
Andrew Megson
313,436
40,500
4,177,144 1,880,302
4,178
191,374
-
405,407
18,783
162,613
4,838
97,796
45,913
427,648
-
- 2,521,566 9,436,197
10.74%
26.72%
The short-term bonus and long-term bonus and the options are dependent on satisfaction of performance conditions.
Relates to long term employee entitlements expense.
(i)
(ii)
(iii) Barry Alty ceased being a Non-Executive director on 28 October 2014 and Lynda O’Grady was appointed as a Non-Executive Director on 16 April 2015.
(iv) Nick Knight joined senior management on 13 July 2015. As this date is after the financial year end date, his remuneration is not included above.
“Other” in short term employee benefits includes amounts relating to tax equalization for the period 1 January 2009 to 31 December 2013.
(v)
No director or senior management person appointed during the period received a payment as part of his or her consideration for agreeing to hold the position.
21
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED DIRECTORS’ REPORT continued
BONUSES AND SHARE-BASED PAYMENTS GRANTED AS COMPENSATION FOR THE FINANCIAL YEAR
Bonuses
On 15 August 2016, Don Meij, Richard Coney, Andrew Rennie, Nick Knight, Scott Oelkers, Allan Collins, John Harney Wayne McMahon and Craig Ryan
were granted a cash bonus for their performance during the year ended 03 July 2016. The bonus conditions were agreed by the Board during the year.
The amounts were determined and approved by the Board based on a recommendation by the Nomination and Remuneration Committee.
Craig Ryan received a $20,000 cash bonus relating to his outstanding contribution to the business in regards to the successful completion of the two
European acquisitions during the year.
No other bonuses were granted during 2016.
Short-term incentive bonus
Directors
Don Meij
Key management personnel
Richard Coney
Andrew Rennie
Scott Oelkers
Nick Knight
Allan Collins
John Harney
Wayne McMahon
Craig Ryan (iii)
INCLUDED IN
COMPEN-
SATION
$ (I)
PERCENTAGE
VESTED IN
YEAR
%
PERCENTAGE
FORFEITED IN
YEAR
% (II)
765,000
90
210,375
217,929
326,808
109,500
186,000
123,200
92,120
89,936
90
70
90
60
100
100
70
73
10
10
30
10
40
-
-
30
27
(i)
(ii)
(iii)
Amounts included in compensation for the financial year represent the amount that vested in the financial year based on achievement of satisfaction of specified performance criteria. No amounts vest in
future financial years in respect of the bonus schemes for the current financial year.
The amounts forfeited are due to the performance or service criteria not being met in relation to the current financial year.
Craig Ryan received a $20,000 cash bonus relating to his outstanding contribution to the business in regards to the successful completion of the two European acquisitions during the year. This bonus was
in addition to the STI.
Long term bonuses
There were no long term cash bonuses granted for the financial year ended 03 July 2016.
Executive share and option plan (ESOP)
The Company established the ESOP to assist in the recruitment, reward, retention and motivation of directors and executives of the Company (“the participants”).
In accordance with the provisions of the scheme, executives within the Company, to be determined by the Board, are granted options for no consideration to
purchase parcels of shares at various exercise prices. Each option confers an entitlement to subscribe for and be issued one share, credited as fully paid, at
the exercise price.
Options issued under the ESOP may not be transferred unless the Board determines otherwise. The Company has no obligation to apply for quotation of the
options on the ASX. However, the Company must apply to the ASX for official quotation of shares issued on the exercise of the options.
Effective 30 April 2009, the Company must not issue any shares or grant any option under this plan if, immediately after the issue or grant, the sum of the
total number of unissued shares over which options, rights or other options (which remain outstanding) have been granted under this plan and any other Group
employee incentive scheme would exceed 7.5% of the total number of shares on issue on a Fully Diluted Basis at the time of the proposed issue or grant.
Fully Diluted Basis means the number of shares which would be on issue if all those securities of the Company which are capable of being converted into
shares, were converted into shares. If the number of shares into which the securities are capable of being converted cannot be calculated at the relevant
time, those shares will be disregarded.
22
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDDIRECTORS’ REPORT continued During the prior and current financial year, the following share-based payment arrangements were in existence:
OPTIONS SERIES
(15) Issued 07 November 2012
(16) Issued 01 November 2013
(17) Issued 29 October 2013
(18) Issued 29 October 2014
(19) Issued 29 October 2014
(20) Issued 27 January 2015
(21) Issued 03 February 2015
(22) Issued 20 June 2015
(23) Issued 03 September 2015
(24) Issued 03 September 2015
OPTIONS SERIES
(15) Issued 7 November 2012
(16) Issued 1 November 2013
(17) Issued 29 October 2013
(18) Issued 29 October 2014
(19) Issued 29 October 2014
(20) Issued 27 January 2015
(21) Issued 3 February 2015
(22) Issued 20 June 2015
(23) Issued 03 September 2015
(24) Issued 03 September 2015
GRANT DATE
07 November 2012
01 November 2013
29 October 2013
29 October 2014
29 October 2014
27 January 2015
03 February 2015
20 June 2015
03 September 2015
03 September 2015
EXPIRY DATE
31 August 2016
2 November 2017
31 August 2017
28 October 2020
31 August 2018
31 August 2020
31 August 2018
31 August 2018
31 August 2020
31 August 2019
GRANT DATE
FAIR VALUE
$1.16
$3.14
$3.23
$7.16
$7.39
$10.51
$7.11
$7.03
$8.20
$8.28
EXERCISE
PRICE
$9.13
$14.90
$13.74
$22.89
$22.89
$16.52
$22.89
$36.31
$40.95
$40.95
VESTING DATE
31 August 2015
31 August 2016
31 August 2016
1 September 2017
1 September 2017
1 September 2017
1 September 2017
1 September 2017
31 August 2018
31 August 2018
PERFORMANCE CONDITIONS
Proportion of options based on EPS growth performance
Proportion of options based on EPS growth performance
Proportion of options based on EPS growth performance
Proportion of options based on EPS growth performance
Proportion of options based on EPS growth performance
Proportion of options based on EBIT growth performance of region
Proportion of options based on EBIT growth performance of region
Proportion of options based on EBIT growth performance of region
Proportion of options based on EPS growth performance
Proportion of options based on: ANZ EPS growth performance /
JPN: EBITDA growth performance / EUR: EBIT growth performance
Options and shares issued on the exercise of series (14) and (16) will be subject to an escrow period commencing on the date of issue and ending on
2 November 2016. Options and shares issued on the exercise of series (18) will be subject to an escrow period commencing on the date of issue and ending
on 28 October 2019. Options and shares issued on the exercise of series (20) will be subject to an escrow period commencing on the 2 January 2014 and
ending on 1 January 2019. Options and shares issued on the exercise of series (23) will be subject to an escrow period commencing on the date of issue
and ending on 28 October 2019. There are no further services or performance criteria that need to be met in relation to options granted before the beneficial
interest vests for the recipient.
During the year, the following directors and senior management exercised options that were granted to them as part of their compensation. Each option
converts into one ordinary share of DPE Limited.
NAME
Don Meij
Richard Coney
Andrew Rennie
Allan Collins
John Harney
Wayne McMahon
Craig Ryan
NO. OF
ORDINARY
SHARES OF
DPE LIMITED
ISSUED
500,000
80,000
166,667
57,500
25,000
40,000
25,000
NO. OF
OPTIONS
EXERCISED
500,000
80,000
166,667
57,500
25,000
40,000
25,000
AMOUNT PAID
AMOUNT
UNPAID
$4,485,000
$730,400
$971,669
$524,975
$228,250
$365,200
$228,250
$nil
$nil
$nil
$nil
$nil
$nil
$nil
23
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED DIRECTORS’ REPORT continued The following table summarises the value of options granted, exercised or lapsed during the financial year to directors and senior management:
NAME
Don Meij
Richard Coney
Andrew Rennie
Scott Oelkers
Nick Knight
Allan Collins
John Harney
Wayne McMahon
Craig Ryan
VALUE OF
OPTIONS
GRANTED
AT THE
GRANT DATE (I)
$
VALUE OF
OPTIONS
EXERCISED
AT THE
EXERCISE DATE
$
VALUE OF
OPTIONS
LAPSED
AT THE DATE
OF LAPSE (II)
$
2,460,000
441,720
1,285,500
490,800
384,460
314,930
220,860
220,860
220,860
19,205,000
2,441,600
5,883,345
-
-
1,754,900
768,250
1,220,800
763,000
-
-
-
-
-
-
-
-
-
(i)
(ii)
The value of options granted during the period is recognised in compensation over the vesting period of the grant, in accordance with Australian accounting standards.
The value of options lapsing during the period due to the failure to satisfy a vesting condition is determined assuming the vesting condition had been satisfied.
24
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDDIRECTORS’ REPORT continued Fully paid ordinary shares of Domino’s Pizza Enterprises Limited
BALANCE AT
BEGINNING
OF FINANCIAL
YEAR
NO.
GRANTED AS
COMPEN-
SATION
NO.
RECEIVED ON
EXERCISE OF
OPTIONS
NO.
NET OTHER
CHANGE
NO.
BALANCE AT
THE END OF
FINANCIAL
YEAR
NO.
BALANCE
HELD
NOMINALLY
NO.
2016
Ross Adler
Grant Bourke
Paul Cave
Lynda O'Grady
Don Meij
Richard Coney
Andrew Rennie
Nick Knight
Allan Collins
John Harney
Wayne McMahon
Craig Ryan
2015
Ross Adler
Barry Alty
Grant Bourke
Paul Cave
Don Meij
Richard Coney
Allan Collins
John Harney
Andrew Megson
Andrew Rennie
Craig Ryan
215,796
1,798,344
369,166
-
1,849,506
25,719
689,305
42,700
117,500
19,000
4,390
285
232,704
83,148
1,798,344
369,166
1,573,260
719
60,000
-
93,079
739,305
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
500,000
80,000
166,667
-
57,500
25,000
40,000
25,000
-
-
-
-
400,000
50,000
57,500
25,000
-
-
25,000
(10,000)
-
-
2,000
(211,146)
(80,000)
398
-
-
(23,850)
-
(24,530)
(16,908)
(83,148)
-
-
(123,754)
(25,000)
-
(6,000)
3,500
(50,000)
(24,715)
205,796
1,798,344
369,166
2,000
2,138,360
25,719
856,370
42,700
175,000
20,150
44,390
755
215,796
-
1,798,344
369,166
1,849,506
25,719
117,500
19,000
96,579
689,305
285
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
25
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED DIRECTORS’ REPORT continued Executive share options of Domino’s Pizza Enterprises Limited
BALANCE
AT BEGIN-
NING OF
FINANCIAL
YEAR
NO.
GRANTED
AS
COMPEN-
SATION
NO.
NET
OTHER
CHANGE
NO.
EXERCISED
NO.
BALANCE
AT THE
END OF
FINANCIAL
YEAR
NO.
BALANCE
VESTED AT
THE END OF
FINANCIAL
YEAR
NO.
VESTED
BUT NOT
EXERCISE-
ABLE
NO.
VESTED
AND
EXERISE-
ABLE
NO.
OPTIONS
VESTED
DURING
YEAR
NO.
2016(i)
Don Meij
Richard Coney
Andrew Rennie
Nick Knight
Scott Oelkers
Allan Collins
John Harney
Craig Ryan
Wayne McMahon
2015(ii)
Don Meij
Richard Coney
Andrew Megson
Andrew Rennie
Allan Collins
John Harney
Craig Ryan
1,400,000
214,000
650,001
67,000
-
153,500
77,000
77,000
107,000
1,500,000
210,000
-
500,001
172,500
75,000
75,000
300,000
54,000
150,000
47,000
60,000
38,500
27,000
27,000
27,000
300,000
54,000
29,500
150,000
38,500
27,000
27,000
(500,000)
(80,000)
(166,667)
-
-
(57,500)
(25,000)
(25,000)
(40,000)
(400,000)
(50,000)
-
-
(57,500)
(25,000)
(25,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,200,000
188,000
633,334
114,000
60,000
134,500
79,000
79,000
94,000
1,400,000
214,000
29,500
650,001
153,500
77,000
77,000
-
-
166,667
-
-
-
-
-
-
-
-
-
166,667
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
166,667
-
-
-
-
-
-
-
-
-
166,667
-
-
-
500,000
80,000
166,667
-
-
57,500
25,000
25,000
40,000
400,000
50,000
-
166,667
57,500
25,000
25,000
(i)
During the financial year, Don Meij and other executives were granted share options under the ESOP on 3 February 2015 and September 2015. In addition, 894,167 options (2015: 557,500 options)
were exercised by key management personnel for 894,167 ordinary shares in the Company (2015: 557,500 ordinary shares). No amounts remain unpaid on the options exercised during the financial
year at year end.
Contracts for services of key management personnel
Executive service contracts
TERM OF
CONTRACT
CONTRACT
COMMENCEMENT
NOTICE
TERMINATION –
BY COMPANY
NOTICE
TERMINATION –
BY EXECUTIVE
Ongoing
Ongoing
Ongoing
5 years
5 years
Ongoing
5 years
Ongoing
Ongoing
16 May 2005
8 August 2012
8 January 2013
2 November 2011
2 January 2014
2 July 2010
3 September 2013
1 October 2012
23 May 2011
6 months
3 months
3 months
12 months
6 months
3 months
3 months
3 months
6 months
6 months
3 months
3 months
TERMINATION PAYMENT
Amount equal to 6 months compensation
Amount equal to 3 months compensation
Amount equal to 3 months compensation
12 months
Amount equal to 12 months compensation
6 months
3 months
3 months
3 months
6 months
Amount equal to 6 months compensation
Amount equal to 3 months compensation
Amount equal to 3 months compensation
Amount equal to 3 months compensation
Amount equal to 6 months compensation
NAME
Richard Coney
Craig Ryan
Allan Collins
Don Meij
Andrew Rennie
John Harney
Scott Oelkers
Nick Knight
Wayne McMahon
26
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDDIRECTORS’ REPORT continued Signed in accordance with a resolution of the
directors made pursuant to s.298(2) of the
Corporations Act 2001.
On behalf of the Directors
Jack Cowin
Chairman
Sydney, 15 August 2016
Don Meij
Managing Director/ Group Chief Executive Officer
Sydney, 15 August 2016
A change in control occurs when any shareholder
(either alone or together with its associates)
having a relevant interest in less than 50% of the
issued shares in the Company acquires a relevant
interest in 50% or more of the shares on issue
at any time in the capital of the Company or the
composition of a majority of the Board changes
for a reason other than retirement in the normal
course of business or death.
Non-executive directors
The Constitution of the Company provides
that non-executive directors are entitled to
receive compensation for their services as
determined by the Company in a general
meeting. The Company has resolved that the
maximum aggregate amount of directors’
fees (which does not include compensation
of executive directors and other non-director
services provided by directors) is $1,000,000
per annum. The non-executive directors may
divide that compensation among themselves
as they decide. Non–executive directors are
entitled to be reimbursed for their reasonable
expenses incurred in connection with the affairs
of the Company. A non-executive director may
also be compensated as determined by the
directors if that director performs additional or
special duties for the Company. A former director
may also receive a retirement benefit of an
amount determined by the Board of Directors in
recognition of past services, subject to the ASX
Listing Rules and the Corporations Act 2001.
Non-executive directors do not receive
performance-based compensation. Directors’
fees cover all main Board activities.
Fees for the current financial year for the
non-executive directors were $100,000 per
director per annum (2015: $80,000), Chairman
of the Board was $250,000 per annum (2015:
$160,000) and $160,000 per annum for the
Deputy Chairman, who is also the Chairman of
the Audit Committee.
The directors believe that the compensation
for each of the key management personnel is
appropriate for the duties allocated to them,
the size of the Company’s business and the
industry in which the Company operates. The
service contracts outline the components of
compensation paid to the executive directors and
key management personnel but do not prescribe
how compensation levels are modified year to
year. Compensation levels are reviewed each
year to take into account cost-of-living changes,
any change in the scope of the role performed
by the key management personnel and any
changes required to meet the principles of the
Remuneration Policy.
Each of the key management personnel has
agreed that during their employment and for a
period of up to six months afterwards, they will
not compete with the Company, canvass, solicit,
induce or encourage any person who is or was
an employee of the Company at any time during
the employment period to leave the Company
or interfere in any way with the relationship
between the Company and its clients, customers,
employees, consultants or suppliers.
Don Meij, Managing Director/Group CEO, has
a contract of employment with Domino’s Pizza
Enterprises Limited dated 2 November 2011.
The contract specifies the duties and obligations
to be fulfilled by the Managing Director/
Group CEO and provides that the Board and
Managing Director/Group CEO will, early in each
financial year, consult and agree objectives for
achievement during that year.
Don Meij’s contract provides that he may
terminate the agreement by giving twelve
month’s written notice. He may also resign on
one month’s notice if there is a change in control
of the Company, and he forms the reasonable
opinion that there has been material changes
to the policies, strategies or future plans of
the Board and, as a result, he will not be able
to implement his strategy or plans for the
development of the Company or its projects.
If Don Meij resigns for this reason, then in
recognition of his past service to the Company,
on the date of termination, in addition to any
payment made to him during the notice period or
by the Company in lieu of notice, the Company
must pay him an amount equal to the salary
component and superannuation that would have
been paid to him in the 12 months after the date
of termination.
27
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED DIRECTORS’ REPORT continued AUDITOR’S INDEPENDENCE DECLARATION
Domino’s Pizza Enterprises Limited
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Riverside Centre
Level 25
123 Eagle Street
Brisbane QLD 4000
GPO Box 1463
Brisbane QLD 4001 Australia
DX 115
Tel: +61 (0) 7 3308 7000
Fax: +61 (0) 7 3308 7001
www.deloitte.com.au
15 August 2016
The Directors
Domino’s Pizza Enterprises Limited
Level 5, KSD1
485 Kingsford Smith Drive
HAMILTON QLD 4007
Dear Directors,
Domino’s Pizza Enterprises Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence
to the directors of Domino’s Pizza Enterprises Limited.
As lead audit partner for the audit of the financial statements of Domino’s Pizza Enterprises Limited for the period ended 3 July 2016,
I declare that to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely
DELOITTE TOUCHE TOHMATSU
Stephen Tarling
Partner
Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited
28
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED INDEPENDENT AUDITOR’S REPORT
to the members of Domino’s Pizza Enterprises Limited
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Riverside Centre
Level 25
123 Eagle Street
Brisbane QLD 4000
GPO Box 1463
Brisbane QLD 4001 Australia
DX 115
Tel: +61 (0) 7 3308 7000
Fax: +61 (0) 7 3308 7001
www.deloitte.com.au
REPORT ON THE FINANCIAL REPORT
We have audited the accompanying financial report of Domino’s Pizza Enterprises Limited, which comprises the statement of financial position as at
3 July 2016, the statement of profit or loss and other comprehensive income, the statement of cash flows and the statement of changes in equity for the
period ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration
of the consolidated entity, comprising the Company and the entities it controlled at the period end or from time to time during the financial year as set out on
pages 34 to 94.
Directors’ Responsibility for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair 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. In Note 3, the directors also state,
in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the consolidated financial statements comply with International
Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing
Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to
obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend
on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making
those risk assessments, the auditor considers internal control, relevant to the Company’s preparation of the financial report that gives a true and fair view,
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited
29
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED
INDEPENDENT AUDITOR’S REPORT
to the members of Domino’s Pizza Enterprises Limited - continued
Auditor’s Independence Declaration
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration
required by the Corporations Act 2001, which has been given to the directors of Domino’s Pizza Enterprises Limited, would be in the same terms if given to
the directors as at the time of this auditor’s report.
Opinion
In our opinion:
a)
the financial report of Domino’s Pizza Enterprises Limited is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Consolidated entity’s financial position as at 3 July 2016 and of its performance
for the period ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001;
b)
the consolidated financial statements also comply with International Financial Reporting Standards as disclosed in Note 3.
REPORT ON THE REMUNERATION REPORT
We have audited the Remuneration Report included in pages 18 to 27 of the directors’ report for the period ended 3 July 2016. 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.
Opinion
In our opinion the Remuneration Report of Domino’s Pizza Enterprises Limited for the period ended 3 July 2016, complies with section 300A of the
Corporations Act 2001.
Yours sincerely
DELOITTE TOUCHE TOHMATSU
Stephen Tarling
Partner
Chartered Accountants
Brisbane, 15 August 2016
30
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED
DIRECTORS’ DECLARATION
The directors declare that:
(a)
(b)
(c)
in the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable;
in the directors’ opinion, the attached financial statements are in compliance with International Financial Reporting Standards, as stated in note 3.1
to the financial statements;
in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance
with accounting standards and giving a true and fair view of the financial position and performance of the Consolidated entity; and
(d)
the directors have been given the declarations required by s.295A of the Corporations Act 2001.
Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001.
On behalf of the Directors
Don Meij
Managing Director/Group Chief Executive Officer
Sydney, 15 August 2016
31
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED
32
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED CONTENTS
Consolidated statement of profit or loss
and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the Financial Statements
1. General information
2. Application of new and revised Accounting Standards
3. Significant accounting policies
4.
Critical accounting judgements and
key sources of estimation uncertainty
5. Revenue
6. Segment information
7. Other revenue
8. Other gains and losses
9.
Finance costs
10.
Income taxes
11. Profit for the year from continuing operations
12. Earnings per share
13. Trade and other receivables
14. Other financial assets
15.
Inventories
16.
investment in joint venture
17. Subsidiaries
18. Property, plant and equipment
19. Goodwill
20. Other intangible assets
21. Other assets
22. Trade and other payables
34
35
36
37
38
38
40
50
51
52
54
54
55
55
58
59
60
61
62
62
63
64
65
67
68
68
23. Borrowings
24. Other financial liabilities
25. Provisions
26. Other provisions
27. Retirement benefit plans
28. Obligations under finance leases
29.
Issued capital
30. Reserves
31. Retained earnings
32. Non-controlling interest
33. Dividends
34. Financial Instruments
35. Share-based payments
36. Key management personnel compensation
37. Related party transactions
38. Acquisition of businesses
39. Cash and cash equivalents
40. Operating lease arrangements
41. Commitments for expenditure
42. Contingent liabilities and contingent assets
43. Remuneration of auditors
44. Events after the reporting period
45. Parent entity information
46. Acquisition of subsidiaries
47. Approval of financial statements
Additional security exchange information
Glossary
Corporate Directory
68
69
69
69
70
71
72
73
74
74
75
75
84
86
87
88
89
89
90
90
91
91
91
92
94
95
97
98
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED
33
33
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED CONSOLIDATED STATEMENT OF PROFIT
OR LOSS AND OTHER COMPREHENSIVE INCOME
for the year ended 03 July 2016
Revenue
Other revenue
Other gains and losses
Food and paper expenses
Employee benefits expense
Plant and equipment costs
Depreciation and amortisation expense
Occupancy expenses
Finance costs
Marketing expenses
Royalties
Store related expenses
Communication expenses
Acquisition and integration related costs
Other expenses
Profit before tax
Income tax expense
Profit for the year from continuing operations
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations
Gain/(loss) on cash flow hedges taken to equity
Gain/(loss) on net investment hedge taken to equity
Income tax relating to components of other comprehensive income
Net other other comprehensive income to be reclassified to
profit or loss in subsequent periods for the period
Items not to be reclassified to profit or loss:
Remeasurement of defined benefit obligation
Income tax relating to components of other comprehensive income
Net other other comprehensive income not to be reclassified to
profit or loss in subsequent periods for the period
Other comprehensive income / (loss) for the year, net of tax
Total comprehensive income for the year
Profit attributable to:
Owners of the parent
Non-controlling interests
Total comprehensive income attributable to:
Owners of the parent
Non-controlling interests
Notes to the financial statements are included on pages 38-94.
34
NOTE
5
7
8
11
11
9
10
11
2016
$’000
705,702
224,516
9,758
(286,069)
(217,703)
(19,225)
(38,129)
(36,683)
(3,297)
(48,251)
(46,655)
(19,785)
(15,486)
(12,735)
(70,139)
125,819
(39,227)
2015
$’000
539,138
163,299
6,444
(213,059)
(172,112)
(18,278)
(27,480)
(27,252)
(2,451)
(43,733)
(37,640)
(16,841)
(10,927)
-
(41,268)
97,840
(29,419)
86,592
68,421
61,838
(5,489)
(11,575)
(151)
926
183
421
(520)
44,623
1,010
(323)
100
(223)
44,400
130,992
82,427
4,165
86,592
115,517
15,475
130,992
104
(37)
67
1,077
69,498
64,048
4,373
68,421
64,843
4,655
69,498
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 03 July 2016
NOTE
2016
$’000
2015
$’000
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Inventories
Current tax assets
Other assets
Total current assets
Non-current assets
Other financial assets
Investment in joint ventures
Property, plant and equipment
Deferred tax assets
Goodwill
Other intangible assets
Other assets
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Other financial liabilities
Current tax liabilities
Provisions
Total current liabilities
Non-current liabilities
Borrowings
Other financial liabilities
Provisions
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Capital and reserves
Issued capital
Reserves
Retained earnings
Total equity
Notes to the financial statements are included on pages 38-94.
39
13
14
15
10
21
14
16
18
10
19
20
21
22
23
24
10
25
23
24
25
10
29
30
31
60,334
72,143
13,117
16,675
592
19,565
182,426
40,400
2,405
188,050
14,754
407,716
289,927
50
943,302
1,125,728
150,665
36,285
55,893
13,133
4,979
260,955
285,507
121,018
10,971
52,731
470,227
731,182
394,546
248,554
11,194
134,798
394,546
43,174
43,883
6,812
12,282
295
10,101
116,547
31,265
1,626
121,612
7,255
283,496
68,740
59
514,053
630,600
108,826
1,920
3,262
12,765
4,358
131,131
122,912
54,048
9,655
7,798
194,413
325,544
305,056
198,291
390
106,375
305,056
35
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 03 July 2016
ISSUED
CAPITAL
$’000
HEDGING
RESERVE
$’000
FOREIGN
CURRENCY
TRANSLATION
RESERVE
$’000
OTHER
RESERVE
$’000
RETAINED
EARNINGS
$’000
MINORITY
INTEREST
$’000
TOTAL
$’000
Balance at 29 June 2014
194,193
4,094
(18,015)
(831)
79,948
-
259,389
Profit for the period
Other comprehensive income
Total comprehensive
income for the period
Other shares issued
Capital costs related to
Japan acquisition
Share options trust
Recognition of share
based payments
Non-controlling interest
Non-controlling interest
put option adjustment
Payment of dividends
Balance at 28 June 2015
-
-
-
3,568
530
-
-
-
-
423
423
-
-
-
-
-
-
321
321
-
-
-
-
-
-
-
198,291
-
-
4,517
-
-
(17,694)
-
41
41
-
-
8,768
2,944
-
2,645
-
13,567
64,048
-
4,373
292
68,421
1,077
64,048
4,665
69,498
-
-
-
-
-
-
-
-
-
-
3,568
530
8,768
2,944
-
-
(37,621)
106,375
(4,665)
-
-
(2,020)
(37,621)
305,056
Balance at 28 June 2015
198,291
4,517
(17,694)
13,567
106,375
-
305,056
82,427
-
4,165
11,310
86,592
44,400
82,427
15,475
130,992
-
-
-
-
-
-
-
-
-
38,038
38,038
-
-
-
-
-
41,433
8,830
19,894
(27,650)
-
(68,042)
(54,004)
394,546
-
(54,004)
134,798
(53,512)
-
-
Profit for the period
Other comprehensive income
Total comprehensive
income for the period
Shares issued related
to Japan acquisition
Issue of shares to non-
controlling interest
Issue of share capital under
employee share option plan
Issue of share capital for
acquisition of a business
Share options trust
Recognition of share
based payments
Non-controlling interest
Non-controlling interest
put option adjustment
Payment of dividends
Balance at 03 July 2016
-
-
-
(13,298)
-
46,555
-
(13,298)
46,555
-
-
41,433
8,830
-
-
-
-
-
248,554
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(8,781)
-
-
28,861
-
(168)
(168)
-
-
-
-
19,894
(27,650)
-
(14,530)
-
(8,887)
Notes to the financial statements are included on pages 38-94.
36
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 03 July 2016
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest and other costs of finance paid
Income taxes paid
Net cash generated by operating activities
Cash flows from investing activities
Payments for investments and business operations, net of cash and inventory acquired
Net cash outflow on investment in joint ventures
Loans to third parties and franchisees
Payment for property, plant & equipment
Proceeds from sale of businesses and other non-current assets
Payments for intangible assets
Net cash outflow on acquisition of subsidiaries
Net cash used in investing activities
Cash flows from financing activities
Proceeds from borrowings
Repayment of borrowings
Dividends paid
Issue of shares to non-controlling interest
Proceeds from issue of equity securities
Net cash generated (used in) / from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effects of exchange rate changes on the balance of cash held in foreign currencies
Cash and cash equivalents at the end of the year
NOTE
2016
$’000
2015
$’000
39
38
46
1,021,623
(857,771)
1,479
(3,297)
(33,562)
128,472
(17,411)
(779)
4,337
(86,768)
20,849
(27,106)
(157,090)
(263,968)
201,620
(27,027)
(54,004)
22,082
7,870
150,541
780,199
(652,481)
756
(2,452)
(19,984)
106,038
(12,168)
(1,626)
(3,162)
(59,686)
18,851
(14,851)
-
(72,642)
27,831
(24,831)
(37,621)
-
3,568
(31,053)
15,045
2,343
43,174
42,283
2,115
(1,452)
39
60,334
43,174
Notes to the financial statements are included on pages 38-94.
37
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Domino’s Pizza Enterprises Limited (“DPE Limited”, or the “Company”) is a public company listed on the Australian Stock Exchange (trading under the
symbol ‘DMP’), incorporated and operating in Australia, New Zealand, France, Belgium, The Netherlands, Germany and Japan. The ultimate parent company
is Domino’s Pizza Enterprises Limited.
Domino’s Pizza Enterprises Limited’s registered office and its principal place of business are as follows:
Registered office
KSD1, L5
485 Kingsford Smith Drive
Hamilton
Brisbane
Queensland 4007
Tel: +61 (0)7 3633 3333
Principal place of business
KSD1, L5
485 Kingsford Smith Drive
Hamilton
Brisbane
Queensland 4007
Tel: +61 (0)7 3633 333
The entity’s principal activities are the operation of retail food outlets and operation of franchise services.
2. APPLICATION OF NEW AND REVISED ACCOUNTING STANDARDS
2.1 Amendments to AASBs and the new Interpretation that are mandatorily effective for the current year
In the current year, the Consolidated entity has applied a number of amendments to AASBs and a new Interpretation issued by the Australian Accounting
Standards Board (‘AASB’) that are mandatorily effective for an accounting period that begins on or after 1 July 2015, and therefore relevant for the current
year end.
Standards affecting presentation and disclosure
AASB 2015-3 ‘Amendments to
Australian Accounting Standards
arising from the Withdrawal of
AASB 1031 Materiality’
This amendment completes the withdrawal of references to AASB 1031 in all Australian Accounting Standards and
Interpretations, allowing that Standard to effectively be withdrawn.
AASB 2015-4 ‘Amendments to
Accounting Standards – Financial
reporting Requirements for Australian
Groups with a Foreign Parent’
The amendments to AASB 128 align the relief available in AASB 10 and AASB128 in respect of the financial reporting
requirements for Australian groups with a foreign parent. The amendments require that the ultimate Australian entity
shall apply the equity method in accounting for interests in associates and joint ventures if either the entity or the
group is a reporting entity, or both the entity and group are reporting entities.
The application of these amendments does not have any material impact any material impact on the disclosures or the amounts recognised in the
Consolidated entity financial statements.
There is no impact on basic and diluted earnings per share as a result of the application of the new and revised Standards.
38
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED 2.2 Standards and Interpretations in issue not yet adopted
At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but not yet effective. We are currently
undertaking an assessment of the standards.
STANDARD/INTERPRETATION
AASB 9
‘Financial Instruments’, and the relevant amending standards
AASB 15
‘Revenue from Contracts with Customers’, AASB 2014-5 ‘Amendments to Australian
Accounting Standards arising from AASB 15‘, AASB 2015-8 ‘Amendments to Australian
Accounting Standards – Effective date of AASB 15’
AASB 16
‘Leases’
AASB 2014-3
‘Amendments to Australian Accounting Standards
– Accounting for Acquisitions of Interests in Joint Operations’
AASB 2014-4
‘Amendments to Australian Accounting Standards
– Clarification of Acceptable Methods of Depreciation and Amortisation’
AASB 2015-1
‘Amendments to Australian Accounting Standards
– Annual Improvements to Australian Accounting Standards 2012-2014 Cycle’
AASB 2015-2
‘Amendments to Australian Accounting Standards
– Disclosure Initiative: Amendments to AASB 101’
AASB 2016-1
‘Amendments to Australian Accounting Standards
– Recognition of Deferred Tax Assets for Unrealised Losses’
AASB 2016-2
‘Amendments to Australian Accounting Standards
– Disclosure Initiative Amendments to AASB 107’
Amendments to Australian Accounting Standards
– Clarifications to AASB 15
EFFECTIVE FOR ANNUAL
REPORTING PERIODS
BEGINNING ON OR AFTER
1 January 2018
EXPECTED TO BE
INITIALLY APPLIED IN THE
FINANCIAL YEAR ENDING
30 June 2019
1 January 2018
30 June 2019
1 January 2019
30 June 2020
1 January 2016
30 June 2017
1 January 2016
30 June 2017
1 January 2016
30 June 2017
1 January 2016
30 June 2017
1 January 2017
30 June 2018
1 January 2017
30 June 2018
1 January 2018
30 June 2019
39
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 3.
SIGNIFICANT
ACCOUNTING POLICIES
3.1 Statement of compliance
These financial statements are general purpose
financial statements which have been prepared
in accordance with the Corporations Act 2001,
Accounting Standards and Interpretations, and
comply with other requirements of the law. The
financial statements comprise the consolidated
financial statements of the Consolidated entity for
the 53-week period ended 03 July 2016. For the
purposes of preparing the consolidated financial
statements, the Company is a for-profit entity.
Accounting Standards include Australian
Accounting Standards. Compliance with Australian
Accounting Standards ensures that the financial
statements and notes of the Company and the
Consolidated entity comply with International
Financial Reporting Standards (‘IFRS’).
The financial statements were authorised for
issue by the directors on 15 August 2016.
3.2 Basis of preparation
The consolidated financial statements have been
prepared on the basis of historical cost, except
for certain properties and financial instruments
that are measured at revalued amounts or fair
values at the end of each reporting period, as
explained in the accounting policies below.
Historical cost is generally based on the fair
values of the consideration given in exchange for
goods and services. All amounts are presented
in Australian dollars, unless otherwise noted.
Fair value is the price that would be received to
sell an asset or paid to transfer a liability in an
orderly transaction between market participants
at the measurement date, regardless of whether
that price is directly observable or estimated
using another valuation technique. In estimating
the fair value of an asset or a liability, the
Consolidated entity takes into account the
characteristics of the asset or liability if market
participants would take those characteristics
into account when pricing the asset or liability at
the measurement date.
Fair value for measurement and/or disclosure
purposes in these consolidated financial
statements is determined on such a basis, except
for share-based payment transactions that are
within the scope of AASB 2, leasing transactions
that are within the scope of AASB 117, and
measurements that have some similarities to fair
value but are not fair value, such as net realisable
value in AASB 102 or value in use in AASB 136.
In addition, for financial reporting purposes, fair
value measurements are categorised into Level
1, 2 or 3 based on the degree to which the inputs
to the fair value measurements are observable
and the significance of the inputs to the fair value
measurement in its entirety, which are described
as follows:
• Level 1 inputs are quoted prices (unadjusted)
in active markets for identical assets or
liabilities that the entity can access at the
measurement date;
• Level 2 inputs are inputs, other than quoted
prices included within Level 1, that are
observable for the asset or liability, either
directly or indirectly; and
• Level 3 inputs are unobservable inputs for the
asset or liability.
The Company is a company of the kind referred
to in ASIC Corporations (Rounding in Financial/
Directors’ Report) Instrument 2016/191, dated
24 March 2016, and in accordance with that
Corporations Instrument amounts in the financial
report are rounded off to the nearest thousand
dollars, unless otherwise indicated.
The principal accounting policies are set out below.
Basis of going concern
The financial statements have been prepared
on the basis that the Consolidated entity
will continue as a going concern. The
Consolidated entity has a net current liability
position of $78.5 million at 03 July 2016
(2015: $14.6 million) which is primarily due
to the Japan non-controlling interest put /
call liability of $43.7 million being classified
as current and a short term working capital
facility of $28.7 million being drawn as
at 03 July 2016. The Consolidated entity
will extend existing debt facilities and / or
enter into new debt facilities to extinguish
these liability as and when they fall due.
The directors are of the opinion that no material
uncertainties exist in relation to events or
conditions which cast doubt on the Consolidated
entity’s ability to continue as a going concern.
3.3 Basis of consolidation
The consolidated financial statements
incorporate the financial statements of the
Company and entities controlled by the Company
(its subsidiaries) (referred to as ‘the Consolidated
entity’ in these financial statements). Control is
achieved when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns
from its involvement with the investee; and,
• has the ability to use its power to affect
its returns.
The Company reassesses whether or not it
controls an investee if facts and circumstances
indicate that there are changes to one or more of
the three elements of control listed above.
When the Company has less than a majority of
the voting rights of an investee, it has power
over the investee when the voting rights are
sufficient to give it the practical ability to direct
the relevant activities of the investee unilaterally.
The Company considers all relevant facts and
circumstances in assessing whether or not
the Company’s voting rights in an investee are
sufficient to give it power, including:
• the size of the Company’s holding of voting
rights relative to the size and dispersion of
holdings of the other vote holders;
• potential voting rights held by the Company,
other vote holders or other parties;
• rights arising from other contractual
arrangements; and
• any additional facts and circumstances that
indicate that the Company has, or does not
have, the current ability to direct the relevant
activities at the time that decisions need to be
made, including voting patterns at previous
shareholders’ meetings.
Consolidation of a subsidiary begins when the
Company obtains control over the subsidiary and
ceases when the Company loses control of the
subsidiary. Specifically, income and expenses of
a subsidiary acquired or disposed of during the
year are included in the consolidated statement
of profit or loss and other comprehensive income
from the date the Company gains control until
the date when the Company ceases to control
the subsidiary.
40
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued Where the consideration transferred by the
Consolidated entity in a business combination
includes assets or liabilities resulting from a
contingent consideration arrangement, the
contingent consideration is measured at its
acquisition-date fair value. Changes in the
fair value of the contingent consideration that
qualify as measurement period adjustments are
adjusted retrospectively, with corresponding
adjustments against goodwill. Measurement
period adjustments are adjustments that arise
from additional information obtained during the
‘measurement period’ (which cannot exceed one
year from the acquisition date) about facts and
circumstances that existed at the acquisition date.
The subsequent accounting for changes in the
fair value of contingent consideration that do
not qualify as measurement period adjustments
depends on how the contingent consideration
is classified. Contingent consideration that
is classified as equity is not remeasured at
subsequent reporting dates and its subsequent
settlement is accounted for within equity.
Contingent consideration that is classified as an
asset or liability is remeasured at subsequent
reporting dates in accordance with AASB 139,
with the corresponding gain or loss being
recognised in profit or loss.
Where a business combination is achieved in
stages, the Consolidated entity’s previously held
equity interest in the acquiree is remeasured to
its acquisition date fair value and the resulting
gain or loss, if any, is recognised in profit or loss.
Amounts arising from interests in the acquiree
prior to the acquisition date that have previously
been recognised in other comprehensive income
are reclassified to profit or loss where such
treatment would be appropriate if that interest
were disposed of.
At the acquisition date, the identifiable assets
acquired and the liabilities assumed are
recognised at their fair value, except that:
• deferred tax assets or liabilities and liabilities
or assets related to employee benefit
arrangements are recognised and measured
in accordance with AASB 112 Income Taxes
and AASB 119 Employee Benefits respectively;
• liabilities or equity instruments related to the
replacement by the Consolidated entity of an
acquiree’s share-based payment awards are
measured in accordance with AASB 2 Share-
based Payment; and
• assets (or disposal groups) that are
classified as held for sale in accordance with
AASB 5 Non-current Assets Held for Sale and
Discontinued Operations are measured in
accordance with that Standard.
If the initial accounting for a business
combination is incomplete by the end of the
reporting period in which the combination occurs,
the Consolidated entity reports provisional
amounts for the items for which the accounting
is incomplete. Those provisional amounts are
adjusted during the measurement period (see
above), or additional assets or liabilities are
recognised, to reflect new information obtained
about facts and circumstances that existed as of
the acquisition date that, if known, would have
affected the amounts recognised as of that date.
The measurement period is the period from the
date of acquisition to the date the Consolidated
entity obtains complete information about
facts and circumstances that existed as of the
acquisition date – and is subject to a maximum
of one year.
Profit or loss and each component of other
comprehensive income are attributed to the
owners of the Company and to the non-
controlling interests. Total comprehensive income
of subsidiaries is attributed to the owners of the
Company and to the non-controlling interests
even if this results in the non-controlling interests
having a deficit balance. When necessary,
adjustments are made to the financial statements
of subsidiaries to bring their accounting
policies into line with the Consolidated entity’s
accounting policies. All intragroup assets and
liabilities, equity, income, expenses and cash
flows relating to transactions between members
of the Consolidated entity are eliminated in full on
consolidation.
3.4 Business combinations
Acquisitions of subsidiaries and businesses are
accounted for using the acquisition method. The
consideration for each acquisition is measured
at the aggregate of the fair values (at the date
of exchange) of assets given, liabilities incurred
or assumed, and equity instruments issued by
the Consolidated entity in exchange for control
of the acquiree. Acquisition-related costs are
recognised in profit or loss as incurred.
Goodwill is measured as the excess of the sum of
the consideration transferred, the amount of any
non-controlling interests in the acquiree, and the
fair value of the acquirer’s previously held equity
interest in the acquiree (if any) over the net of
the acquisition-date amounts of the identifiable
assets acquired and the liabilities assumed. If,
after reassessment, the net of the acquisition-
date amounts of the identifiable assets acquired
and liabilities assumed exceeds the sum of the
consideration transferred, the amount of any
non-controlling interests in the acquiree and
the fair value of the acquirer’s previously held
interest in the acquiree (if any), the excess is
recognised immediately in profit or loss as a
bargain purchase gain.
Non-controlling interests that are present
ownership interests and entitle their holders to a
proportionate share of the entity’s net assets in
the event of liquidation may be initially measured
either at fair value or at the non-controlling
interests’ proportionate share of the recognised
amounts of the acquiree’s identifiable net assets.
The choice of measurement basis is made on a
transaction-by-transaction basis. Other types
of non-controlling interests are measured at fair
value or, when applicable, on the basis specified
in another Standard.
41
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued In preparing the financial statements of the
individual entities, transactions in currencies
other than the entity’s functional currency
(foreign currencies) are recognised at the
rates of exchange prevailing on the dates of
the transactions. At the end of each reporting
period, monetary items denominated in foreign
currencies are retranslated at the rates prevailing
at that date. Non-monetary items carried at fair
value that are denominated in foreign currencies
are retranslated at the rates prevailing on the
date when the fair value was determined. Non-
monetary items that are measured in terms
of historical cost in a foreign currency are not
retranslated.
Exchange differences are recognised in profit or
loss in the period in which they arise except for:
• exchange differences on transactions entered
into in order to hedge certain foreign currency
risks (see [3.24] below for hedge accounting
policies); and
• exchange differences on monetary items
receivable from or payable to a foreign
operation for which settlement is neither
planned or likely to occur, (therefore forming
part of the net investment in a foreign
operation), which are recognised initially in
other comprehensive income and reclassified
from equity to profit and loss on disposal or
partial disposal of the net investment.
For the purpose of presenting the consolidated
financial statements, the assets and liabilities of
the Consolidated entity’s foreign operations are
expressed in Australian dollars using exchange
rates prevailing at the end of the reporting period.
Income and expense items are translated at the
average exchange rates for the period, unless
exchange rates fluctuated significantly during
the period, in which case the exchange rates at
the date of the transactions are used. Exchange
differences arising, if any, are recognised in
other comprehensive income and accumulated in
equity (attributed to non-controlling interests as
appropriate).
On disposal of a foreign operation (i.e. a disposal
of the Consolidated entity’s entire interest in
a foreign operation, or a disposal involving
loss of control over a subsidiary that includes
a foreign operation, loss of joint control over a
jointly controlled entity that includes a foreign
operation, or loss of significant influence over an
associate that includes a foreign operation), all of
the accumulated exchange differences in respect
of that operation attributable to the Consolidated
entity are reclassified to profit or loss. Any
exchange differences that have previously
been attributed to non-controlling interests are
derecognised, but they are not reclassified to
profit or loss.
In the case of a partial disposal (i.e. no loss
of control) of a subsidiary that includes a
foreign operation, the proportionate share of
accumulated exchange differences are re-
attributed to non-controlling interests and are
not recognised in profit or loss. For all other
partial disposals (i.e. of associates or jointly
controlled entities not involving a change of
accounting basis), the proportionate share of the
accumulated exchange differences is reclassified
to profit or loss.
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 closing rate. Exchange
differences arising are recognised in other
comprehensive income.
3.7 Goods and services tax
Revenues, expenses and assets are recognised
net of the amount of goods and services tax
(“GST”), except:
i. where the amount of GST incurred is not
recoverable from the taxation authority, it is
recognised as part of the cost of acquisition of
an asset or as part of an item of expense; or
ii. for receivables and payables which are
recognised inclusive of GST.
The net amount of GST recoverable from, or
payable to, the taxation authority is included as
part of receivables or payables.
Cash flows are included in the cash flow
statement 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 within
operating cash flows.
3.5
Investments in associates
An associate is an entity over which the
Consolidated entity has significant influence.
Significant influence is the power to participate in
the financial and operating policy decisions of the
investee but has no control or joint control over
those policies.
The results and assets and liabilities of
associates are incorporated in these financial
statements using the equity method of
accounting, except when the investment is
classified as held for sale, in which case it is
accounted for in accordance with AASB 5 ‘Non-
current Assets Held for Sale and Discontinued
Operations. Under the equity method,
investments in associates are carried in the
consolidated balance sheet at cost and adjusted
for post-acquisition changes in the Consolidated
entity’s share of associate. When losses of an
associate exceeds the Consolidated entity’s
interest in that associate (which includes any
long-term interests that, in substance, form part
of the Consolidated entity’s net investment in the
associate), the Consolidated entity discontinues
recognising its share of further losses. Additional
losses are recognised only to the extent that
the Consolidated entity’s has incurred legal or
constructive obligations or made payments on
behalf of the associate or joint venture.
Any excess of the cost of acquisition over the
Consolidated entity’s share of the net fair value of
the identifiable assets, liabilities and contingent
liabilities of the associate recognised at the date
of the acquisition is recognised as goodwill. The
goodwill is included within the carrying amount
of the investment and is assessed for impairment
as part of that investment. Any excess of the
Consolidated entity’s share of the net fair value of
the identifiable assets, liabilities and contingent
liabilities over the cost of the acquisition, after
reassessment, is recognised immediately in
profit or loss.
Where a group entity transacts with an associate
of the Consolidated entity, profits and losses
are eliminated to the extent of the Consolidated
entity’s interest in the relevant associate.
3.6 Foreign currencies
The individual financial statements of each group
entity are presented in its functional currency
being the currency of the primary economic
environment in which the entity operates
(its functional currency). For the purpose of
the consolidated financial statements, the
results and financial position of each entity are
expressed in Australian dollars (‘$’), which is the
functional currency of Domino’s Pizza Enterprises
Limited and the presentation currency for the
consolidated financial statements.
42
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 3.8 Revenue recognition
Revenue is measured at the fair value of the
consideration received or receivable.
3.8.1 Sale of goods
Revenue from the sale of goods is recognised
when the Consolidated entity has transferred to
the buyer the significant risks and rewards of
ownership of the goods.
3.8.2 Franchise income
Franchise income is recognised on an accrual
basis in accordance with the substance of the
relevant agreement.
3.8.3 Rendering of services
Service revenue relates primarily to store building
services and is recognised by reference to the
stage of completion of the contract.
3.8.4 Royalties
Royalty revenue is recognised on an accrual
basis in accordance with the substance of the
relevant agreement (provided that it is probable
that the economic benefits will flow to the
Consolidated entity and the amount of revenue
can be measured reliably). Royalties determined
on a time basis are recognised on a straight-line
basis over the period of the agreement. Royalty
arrangements that are based on sales and other
measures are recognised by reference to the
underlying arrangement.
3.8.5 Dividend and interest revenue
Dividend revenue from investments is recognised
when the shareholder’s right to receive payment
has been established (provided that it is probable
that the economic benefits will flow to the
Consolidated entity and the amount of revenue
can be reliably measured).
Interest revenue is recognised when it is
probable that the economic benefits will flow
to the Consolidated entity and the amount of
revenue can be measured reliably. Interest
revenue is accrued on a time basis, with
reference to the principal outstanding and at the
effective interest rate applicable, which is the
rate that exactly discounts estimated future cash
receipts through the expected life of the financial
asset to that asset’s net carrying amount on
initial recognition.
3.9 Share-based payments
Equity-settled share-based payments to
employees and others providing similar services
are measured at the fair value of the equity
instrument at the grant date. The fair value
is measured by use of a binomial model. The
expected life used in the model has been
adjusted, based on management’s best estimate,
for the effects of non-transferability, exercise
restrictions, and behavioural considerations.
Details regarding the determination of the fair
value of equity-settled share-based transactions
are set out in note 35.
The fair value determined at the grant date
of the equity-settled share-based payments
is expensed on a straight-line basis over the
vesting period, based on the Consolidated
entity’s estimate of equity instruments that
will eventually vest. At each reporting period,
the Consolidated entity revises its estimate of
the number of equity instruments expected to
vest. The impact of the revision of the original
estimates, if any, is recognised in profit or
loss over the remaining vesting period, with
corresponding adjustment to the equity-settled
employee benefits reserve.
Equity-settled share-based payment transactions
with other parties are measured at the fair value
of the goods and services received, except where
the fair value cannot be estimated reliably, in
which case they are measured at the fair value
of the equity instruments granted, measured
at the date the entity obtains the goods or the
counterparty renders the service.
3.10 Taxation
Income tax expense represents the sum of the
tax currently payable and deferred tax.
3.10.1 Current tax
The tax currently payable is based on taxable
profit for the year. Taxable profit differs from
profit as reported in the consolidated statement
of profit and loss and other comprehensive
income because of items of income or expense
that are taxable or deductible in other years
and items that are never taxable or deductible.
The Consolidated entity’s liability for current
tax is calculated using tax rates that have been
enacted or substantively enacted by the end of
this reporting period.
3.10.2 Deferred tax
Deferred tax is recognised on temporary
differences between the carrying amounts of
assets and liabilities in the financial statements
and the corresponding tax bases used in the
computation of taxable profit. Deferred tax
liabilities are generally recognised for all taxable
temporary differences. Deferred tax assets are
generally for all deductible temporary differences
to the extent that it is probable that taxable
profits will be available against which those
deductible temporary differences can be utilised.
Such deferred tax assets and liabilities are not
recognised if the temporary difference arises
from goodwill or from the initial recognition
of goodwill or other assets and liabilities in a
transaction that affects neither the taxable profit
nor the accounting profit.
Deferred tax liabilities are recognised for
taxable temporary differences associated with
investments in subsidiaries and associates and
interests in joint ventures except where the
Consolidated entity is able to control the reversal
of the temporary differences and it is probable
that the temporary differences will not reverse
in the foreseeable future. Deferred tax assets
arising from deductible temporary differences
associated with these investments and interests
are only recognised to the extent that it is
probable that there will be sufficient taxable
profits against which to utilise the benefits of
the temporary differences they are expected to
reverse in the foreseeable future.
The carrying amount of deferred tax assets is
reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to
allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured
at the tax rates that are expected to apply in
the period in which the liability is settled or the
asset is realised, based on tax rates (and tax
laws) that have been enacted or substantively
enacted by the end of the reporting period.
The measurement of deferred tax liabilities
and assets reflects the tax consequences that
would follow from the manner in which the
Consolidated entity expects, at the end of the
reporting period, to recover or settle the carrying
amount of its assets and liabilities.
Deferred tax assets and liabilities are offset
when there is a legally enforceable right to set off
current tax assets against current tax liabilities
and when they related to income taxes levied by
the same taxation authority and the Consolidated
entity intends to settle its current tax assets and
liabilities on a net basis.
43
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 3.10.3 Current and deferred tax for the period
Current and deferred tax is recognised as an
expense or income in the profit or loss, except
when they relate to items that are recognised
outside the profit or loss (whether in other
comprehensive income or directly in equity),
in which case the tax is also recognised outside
the profit or loss, or where they arise from the
initial accounting for a business combination.
In the case of a business combination, the tax
effect is included in the accounting for the
business combination.
3.10.4 Tax consolidation
The Company and all its wholly-owned
Australian resident entities are part of a tax
consolidated group under Australian taxation
law. Domino’s Pizza Enterprises Limited
is the head entity in the tax-consolidated
group. Tax expense/income, deferred tax
liabilities and deferred tax assets arising from
temporary differences of the members of the
tax-consolidated group are recognised in the
separate financial statements of the members of
the tax-consolidated group using the ‘separate
taxpayer within group approach’ by reference to
the carrying amounts in the separate financial
statements of each entity and the tax values
applying under tax consolidation. Current tax
liabilities and assets and deferred tax assets
arising from unused tax losses and relevant tax
credits of the members of the tax-consolidated
group are recognised by the Company (as head
entity in the tax-consolidated group).
The entities in the tax-consolidated group have
not entered into a tax sharing agreement or
tax funding agreement. Income tax liabilities
payable to the tax authorities in respect of the
tax-consolidated group are recognised in the
financial statements of the parent entity.
3.11 Cash and cash equivalents
Cash comprises cash on hand and demand
deposits. Cash equivalents are short-term, highly
liquid investments that are readily convertible
to known amounts of cash, which are subject
to an insignificant risk of changes in value and
have a maturity of three months or less at the
date of acquisition. Bank overdrafts are shown
within borrowings in current liabilities in the
consolidated statement of financial position.
3.12 Financial assets
All financial assets are recognised and
derecognised on trade date where the purchase
or sale of a financial asset is under a contract
whose terms require delivery of the financial
asset within the timeframe established by the
market concerned, and are initially measured
at fair value, plus transaction costs, except
for those financial assets classified as at fair
value through profit or loss, which are initially
measured at fair value.
44
Financial assets are classified into the following
specified categories: financial assets ‘at fair
value through profit or loss’ (FVTPL), ‘held-to-
maturity investments’, ‘available-for-sale’ (AFS)
‘financial assets’, and ‘loans and receivables’.
The classification depends on the nature and
purpose of the financial assets and is determined
at the time of initial recognition.
3.12.1 Effective interest method
The effective interest method is a method
of calculating the amortised cost of a debt
instrument and of allocating interest income
over the relevant period. The effective interest
rate is the rate that exactly discounts estimated
future cash receipts (including all fees on points
paid or received that form an integral part of
the effective interest rate, transaction costs
and other premiums or discounts) through the
expected life of the debt instrument, or (where
appropriate) a shorter period, to the net carrying
amount on initial recognition.
Income is recognised on an effective interest
rate basis for debt instruments other than those
financial assets as at FVTPL.
3.12.2 Financial assets at FVTPL
Financial assets are classified as at FVTPL when
the financial asset is either held for trading or it is
designated as at FVTPL.
A financial asset is classified as held for trading if:
• It has been acquired principally for the
purpose of selling it in the near term; or
• on initial recognition it is a part of an identified
portfolio of financial instruments that the
Consolidated entity manages together and has
a recent actual pattern of short-term profit-
taking; or
• it is a derivative that is not designated and
effective as a hedging instrument.
A financial asset other than a financial asset held
for trading may be designated as at FVTPL upon
initial recognition if:
• such designation eliminates or significantly
reduces a measurement or recognition
inconsistency that would otherwise arise; or
• the financial asset forms part of a
Consolidated entity of financial assets
or financial liabilities or both, which is
managed and its performance is evaluated
on a fair value basis, in accordance with
the Consolidated entity’s documented risk
management or investment strategy, and
information about the grouping is provided
internally on that basis; or
• it forms part of a contract containing one
or more embedded derivatives, and AASB
139 Financial Instruments: Recognition and
Measurement permits the entire combined
contract (asset or liability) to be designated as
at FVTPL.
Financial assets at FVTPL are stated at fair
value, with any gains or losses arising on
re-measurement recognised in profit or loss.
The net gain or loss recognised in profit or loss
incorporates any dividend or interest earned on
the financial asset and is included in the ‘other
gains and losses’ line item in the statement of
comprehensive income. Fair value is determined
in the manner described in note 34.
3.12.3 Held-to-maturity investments
Bills of exchange and debentures with fixed or
determinable payments and fixed maturity dates
where the Consolidated entity has the positive
intent and ability to hold to maturity are classified
as held-to-maturity investments. Held-to-
maturity investments are recorded at amortised
cost using the effective interest method less
impairment, with revenue recognised on an
effective yield basis.
3.12.4 Available-for-sale financial assets
Financial assets held by the Consolidated entity
are classified as being AFS and are stated at fair
value. Fair value is determined in the manner
described in note 34. Gains and losses arising
from changes in fair value are recognised directly
in other comprehensive income and accumulated
in the investments revaluation reserve, with
the exception of impairment losses, interest
calculated using the effective interest method,
and foreign exchange gains and losses on
monetary assets, which are recognised in profit
or loss. Where the investment is disposed of or
is determined to be impaired, the cumulative
gain or loss previously accumulated in the
investments revaluation reserve is reclassified to
profit or loss.
Dividends on AFS equity instruments are
recognised in profit and loss when the
Consolidated entity’s right to receive the
dividends is established.
The fair value of AFS monetary assets
denominated in a foreign currency is determined
in that foreign currency and translated at the
spot rate at the end of the reporting period.
The foreign exchange gains and losses that are
recognised in profit or loss are determined based
on the amortised cost of the monetary asset.
Other foreign exchange gains and losses are
recognised in other comprehensive income.
3.12.5 Loans and receivables
Trade receivables, loans and other receivables
that have fixed or determinable payments that
are not quoted in an active market are classified
as ‘loans and receivables’. Loans and receivables
are measured at amortised cost using the
effective interest method less impairment.
Interest income is recognised by applying the
effective interest rate, except for short-term
receivables when the recognition of interest
would be immaterial.
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 3.12.6 Impairment of financial assets
Financial assets, other than those at FVTPL,
are assessed for indicators of impairment at the
end of each reporting period. Financial assets
are considered to be impaired where there is
objective evidence that, as a result of one or more
events that occurred after the initial recognition
of the financial asset, the estimated future cash
flows of the investment have been affected.
For certain categories of financial asset, such
as trade receivables, assets that are assessed
not to be impaired individually are, in addition,
assessed for impairment on a collective basis.
Objective evidence of impairment for a portfolio
of receivables could include the Consolidated
entity’s past experience of collecting payments,
an increase in the number of delayed payments
in the portfolio past the average credit period
of 30 days, as well as observable changes
in national or local economic conditions that
correlate with default on receivables.
For financial assets carried at amortised cost,
the amount of the impairment recognised is the
difference between the asset’s carrying amount
and the present value of estimated future cash
flows, discounted at the original effective interest
rate. For financial assets that are carried at cost,
the amount of the impairment loss is measured
as the difference between the asset’s carrying
amount and the present value of the estimated
future cash flows discounted at the current
market rate of return for a similar financial asset.
Such impairment loss will not be reversed in
subsequent periods.
The carrying amount of financial assets is
reduced by the impairment loss directly for all
financial assets with the exception of trade
receivables, where the carrying amount is
reduced through the use of an allowance
account. When a trade receivable is considered
uncollectible, it is written off against the
allowance account. Subsequent recoveries of
amounts previously written off are credited
against the allowance account. Changes in the
carrying amount of the allowance account are
recognised in profit or loss.
When an AFS financial asset is considered to be
impaired, cumulative gains or losses previously
recognised in other comprehensive income are
reclassified to profit or loss in the period.
With the exception of AFS equity instruments,
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 previously
recognised impairment loss is reversed through
profit or loss to the extent the carrying amount
of the investment at the date the impairment is
reversed does not exceed what the amortised
cost would have been had the impairment not
been recognised.
In respect of AFS equity securities, impairment
losses previously recognised in profit or loss are
not reversed through profit or loss. Any increase
in fair value subsequent to an impairment loss is
recognised in other comprehensive income.
3.12.7 Derecognition of financial assets
The Consolidated entity derecognises a financial
asset only when the contractual rights to the
cash flows from the asset expire, or it transfers
the financial asset and substantially all the
risks and rewards of ownership of the asset to
another entity. If the Consolidated entity neither
transfers nor retains substantially all the risks and
rewards of ownership and continues to control
the transferred asset, the Consolidated entity
recognises its retained interest in the asset and
an associated liability for amounts it may have to
pay. If the Consolidated entity retains substantially
all the risks and rewards of ownership of a
transferred financial asset, the Consolidated
entity continues to recognise the financial asset
and also recognises a collateralised borrowing for
the proceeds received.
3.13 Inventories
Inventories are stated at the lower of cost and net
realisable value. Costs, including an appropriate
portion of fixed and variable overhead expenses,
are assigned to inventories by the method most
appropriate to each particular class of inventory,
with the majority being valued on a first in
first out basis. Net realisable value represents
the estimated selling price for inventories less
all estimated costs of completion and costs
necessary to make the sale.
3.14 Non-current assets held for sale
Non-current assets and disposal groups are
classified as held for sale if their carrying amount
will be recovered principally through a sale
transaction rather than through continuing use.
This condition is regarded as met only when
the sale is highly probable and the asset (or
disposal group) is available for immediate sale
in its present condition. Management must be
committed to the sale, which should be expected
to qualify for recognition as a completed sale
within one year from the date of classification.
When the Consolidated entity is committed to
a sale plan involving the loss of control of a
subsidiary, all of the assets and liabilities of that
subsidiary are classified as held for sale when
the criteria described above are met, regardless
of whether the Consolidated entity will retain a
non-controlling interest in its former subsidiary
after the sale. When an asset is reclassified to
Property, Plant & Equipment, depreciation is
applied for the period from when it was first
reclassified as held for sale.
Non-current assets (and disposal groups)
classified as held for sale are measured at the
lower of their previous carrying amount and fair
value less costs to sell.
3.15 Property, plant and equipment
Plant and equipment, leasehold improvements
and equipment under finance leases are stated
at cost less accumulated depreciation and
impairment. Cost includes expenditure that
is directly attributable to the acquisition of an
item. In the event that settlement of all or part of
the purchase consideration is deferred, cost is
determined by discounting the amounts payable
in the future to their present value as at the date
of acquisition.
Depreciation is provided on property, plant
and equipment excluding land. Depreciation is
calculated on a straight-line basis so as to write
off the cost of each asset over its expected useful
life to its estimated residual value. Leasehold
improvements are depreciated over the period
of the lease or estimated useful life, whichever
is the shorter, using the straight-line method.
The estimated useful lives, residual values and
depreciation method are reviewed at the end of
each annual reporting period, with the effect of
any changes recognised on a prospective basis.
Assets held under finance leases are depreciated
over their expected useful lives on the same
basis as owned assets or, where shorter, the
term of the relevant lease.
The gain or loss arising on disposal or retirement
of an item of property, plant and equipment is
determined as the difference between the sales
proceeds and the carrying amount of the asset
and is recognised in profit or loss.
The following useful lives are used in the
calculation of depreciation:
• Plant and equipment
1 – 10 years
• Equipment under finance leases 3 – 10 years
3.16 Borrowing costs
Borrowing costs directly attributable to the
acquisition, construction or production of
qualifying assets, which are assets that
necessarily take a substantial period of time
to get ready for their intended use or sale, are
added to the cost of those assets, until such time
as the assets are substantially ready for their
intended use or sale.
Investment income earned on the temporary
investment of specific borrowings pending their
expenditure on qualifying assets is deducted from
the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit
or loss in the period in which they are incurred.
45
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued If, after reassessment, the Consolidated entity’s
interest in the fair value of the acquiree’s
identifiable net assets exceeds the sum of the
consideration transferred, the amount of any
non-controlling interests in the acquiree and
the fair value of the acquirer’s previously held
equity interest in the acquiree (if any), the
excess is recognised immediately in profit or
loss as a bargain purchase gain. On disposal of a
subsidiary, the attributable amount of goodwill is
included in the determination of the profit or loss
on disposal.
Review of potential impairment:
Goodwill is not amortised but is reviewed for
impairment at least annually. For the purpose of
impairment testing, goodwill is allocated to each
of the Consolidated entity’s cash-generating
units expected to benefit from the synergies
of the combination. Cash-generating units to
which goodwill has been allocated are tested
for impairment annually or more frequently
when there is an indication that the unit may
be impaired. If the recoverable amount of the
cash-generating unit is less than the carrying
amount, the impairment loss is allocated first
to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets
of the unit pro-rata on the basis of the carrying
amount of each asset in the unit. An impairment
loss recognised for goodwill is not reversed in a
subsequent periods.
3.19 Intangible assets
3.19.1 Intangible assets acquired separately
Intangible assets acquired separately are carried
at cost less accumulated amortisation and
accumulated impairment losses. Amortisation
is recognised on a straight-line basis over their
estimated useful lives. The estimated useful life
and amortisation method are reviewed at the end
of each annual reporting period, with the effect
of any changes in estimates being accounted for
on a prospective basis.
3.19.2 Internally-generated intangible assets
– research and development expenditure
Expenditure on research activities is recognised
as an expense in the period in which it is incurred.
An internally-generated intangible asset arising
from development (or from the development phase
of an internal project) is recognised if, and only if,
all of the following have been demonstrated:
• the technical feasibility of completing the
intangible asset so that it will be available for
use or sale;
• the intention to complete the intangible asset
and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate
probable future economic benefits;
• the availability of adequate technical,
financial and other resources to complete the
development and to use or sell the intangible
asset; and
• the ability to measure reliably the
expenditure attributable to the intangible
asset during its development.
The amount initially recognised for internally-
generated intangible assets is the sum of the
expenditure incurred from the date when the
intangible asset first meets the recognition
criteria listed above. Where no internally-
generated intangible asset can be recognised,
development expenditure is recognised in profit
or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-
generated intangible assets are reported at cost
less accumulated amortisation and accumulated
impairment losses, on the same basis as
intangible assets acquired separately.
The following useful lives are used in the
calculation of amortisation:
• Capitalised development intangibles 2 – 10 years
2 – 10 years
• Licenses
3.19.3 Intangible assets acquired in a
business combination
Intangible assets acquired in a business
combination are identified and recognised
separately from goodwill and are initially
recognised at their fair value at the acquisition
date (which is regarded as their cost).
Subsequent to initial recognition, intangible
assets acquired in a business combination are
reported at cost less accumulated amortisation
and accumulated impairment losses, on the same
basis as intangible assets acquired separately.
3.17 Leasing
Leases are classified as finance leases whenever
the terms of the lease transfer substantially all
the risks and rewards incidental to ownership of
the leased asset to the lessee. All other leases
are classified as operating leases.
3.17.1 Consolidated entity as lessee
Assets held under finance leases are initially
recognised as assets of the Consolidated entity
at their fair value at the inception date of the
lease or, if lower, at the present value of the
minimum lease payments. The corresponding
liability to the lessor is included in the statement
of financial position as a finance lease obligation.
Lease payments are apportioned between
finance expenses and reduction of the lease
obligation so as to achieve a constant rate
of interest on the remaining balance of the
liability. Finance expenses are recognised
immediately in profit or loss, unless they are
directly attributable to qualifying assets, in
which case they are capitalised in accordance
with the Consolidated entity’s general policy on
borrowing costs ([see 3.16] above). Contingent
rentals are recognised as an expense in the
periods in which they are incurred.
Finance leased assets are amortised on a
straight-line basis over the estimated useful life
of the asset.
Operating lease payments are recognised as an
expense on a straight-line basis over the lease
term, except where another systematic basis
is more representative of the time pattern in
which economic benefits from the leased asset
are consumed. Contingent rentals arising under
operating leases are recognised as an expense in
the period in which they are incurred.
In the event that lease incentives are received to
enter into operating leases, such incentives are
recognised as a liability. The aggregate benefits of
incentives are recognised as a reduction of rental
expense on a straight-line basis, except where
another systematic basis is more representative
of the time pattern in which economic benefits
from the leased asset are consumed.
3.18 Goodwill
At cost less accumulated impairment losses,
if any:
Goodwill arising in a business combination
is recognised as an asset at the date that
the control is acquired (the acquisition date).
Goodwill is measured as the excess of the sum of
the consideration transferred, the amount of any
non-controlling interests in the acquiree, and the
fair value of the acquirer’s previously held equity
interest in the acquiree (if any) over the net of
the acquisition-date amounts of the identifiable
assets acquired and the liabilities assumed.
46
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 3.20 Impairment of tangible and intangible
assets excluding goodwill
At the end of each reporting period, the
Consolidated entity reviews the carrying amounts
of its tangible and intangible assets to determine
whether there is any indication that those assets
have suffered an impairment loss. If any such
indication exists, the recoverable amount of
the asset is estimated in order to determine the
extent of the impairment loss (if any). Where
it is not possible to estimate the recoverable
amount of an individual asset, the Consolidated
entity estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
Where a reasonable and consistent basis of
allocation can be identified, corporate assets
are also allocated to individual cash-generating
units, or otherwise they are allocated to the
smallest group of cash-generating units for
which a reasonable and consistent allocation
basis can be identified. Intangible assets with
indefinite useful lives and intangible assets not
yet available for use are tested for impairment
annually and whenever there is an indication that
the asset may be impaired. Refer to note 19 for
our detailed assessment of impairment.
Recoverable amount is the higher of fair value
less costs to sell and value in use. In assessing
the value in use, the estimated future cash flows
are discounted to their present value using a
pre-tax discount rate that reflects current market
assessments of the time value of money and the
risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-
generating unit) is estimated to be less than
its carrying amount, the carrying amount of
the asset (cash-generating unit) is reduced to
its recoverable amount. An impairment loss is
recognised immediately in profit or loss, unless
the relevant asset is carried at the revalued
amount, in which case the impairment loss is
treated as a revaluation decrease.
Where an impairment loss subsequently
reverses, the carrying amount of the asset
(cash-generating unit) is increased to the
revised estimate of its recoverable amount, but
so that the increased carrying amount does not
exceed the carrying amount that would have
been determined had no impairment loss been
recognised for the asset (cash-generating unit)
in prior years. A reversal of an impairment loss is
recognised immediately in profit or loss, unless
the relevant asset is carried at fair value, in
which case the reversal of the impairment loss is
treated as a revaluation increase.
3.21 Employee benefits
A liability is recognised for benefits accruing to
employees in respect of wages and salaries,
annual leave, long service leave, and sick
leave when it is probable that settlement will
be required and they are capable of being
measured reliably.
Liabilities recognised in respect of short-term
employee benefits, are measured at their nominal
values using the remuneration rate expected to
apply at the time of settlement.
Liabilities recognised in respect of long term
employee benefits are measured as the present
value of the estimated future cash outflows to
be made by the Consolidated entity in respect
of services provided by employees up to
reporting date.
3.21.1 Retirement benefit costs
Payments to defined contribution retirement
benefit plans are recognised as an expense when
employees have rendered service entitling them
to the contributions.
For defined benefit retirement benefit plans,
the cost of providing benefits is determined
using the projected unit credit method,
with actuarial valuations being carried out
at the end of each annual reporting period.
Remeasurement, comprising actuarial gains
and losses, the effect of the changes to the
asset ceiling (if applicable) and the return on
plan assets (excluding interest), is reflected
immediately in the statement of financial
position with a charge or credit recognised in
other comprehensive income in the period in
which they occur. Remeasurement recognised
in other comprehensive income is reflected
immediately in retained earnings and will not be
reclassified to profit or loss. Past service cost
is recognised in profit or loss in the period of a
plan amendment. Net interest is calculated by
applying the discount rate at the beginning of the
period to the net defined benefit liability or asset.
Defined benefit costs are categorised as follows:
• Service cost (including current service cost,
past service cost, as well as gains and losses
on curtailments and settlements);
• Net interest expense or income; and
• Re-measurement
The Consolidated entity presents the first two
components of defined benefit costs in profit or
loss in the line item employee benefits expense.
Curtailment gains and losses are accounted for
as past service costs.
The retirement benefit obligation recognised in
the consolidated statement of financial position
represents the actual deficit or surplus in the
Consolidated entity’s defined benefit plans.
Any surplus resulting from this calculation is
limited to the present value of any economic
benefits available.
3.22 Provisions
Provisions are recognised when the
Consolidated entity has a present obligation
(legal or constructive) as a result of a past
event, it is probable that the Consolidated entity
will be required to settle the obligation, and a
reliable estimate can be made of the amount of
the obligation.
The amount recognised as a provision is the
best estimate of the consideration required to
settle the present obligation at reporting date,
taking into account the risks and uncertainties
surrounding the obligation. Where a provision
is measured using the cash flows estimated to
settle the present obligation, its carrying amount
is the present value of those cash flows.
When some or all of the economic benefits
required to settle a provision are expected to be
recovered from a third party, the receivable is
recognised as an asset if it is virtually certain that
reimbursement will be received and the amount
of the receivable can be measured reliably.
3.22.1 Onerous contracts
Present obligations arising under onerous
contracts are recognised and measured as a
provision. An onerous contract is considered
to exist where the Consolidated entity 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.
3.22.2 Make good obligations
A provision is recognised for the make good
obligations in respect of restoring sites to their
original condition when the premises are vacated.
Management has estimated the provision based
on historical data in relation to store closure
numbers and costs, as well as future trends that
could differ from historical amounts.
3.22.3 Contingent liabilities acquired in a
business combination
Contingent liabilities acquired in a business
combination are initially measured at fair
value at the date of acquisition. At subsequent
reporting periods, such contingent liabilities are
measured at the higher of the amount that would
be recognised in accordance with AASB 137
‘Provisions, Contingent Liabilities and Contingent
Assets’ and the amount initially recognised
less cumulative amortisation recognised in
accordance with AASB 118 ‘Revenue’.
3.23 Financial liability and Equity Instruments
3.23.1 Classification as debt and equity
Debt and equity instruments are classified as
either liabilities or as equity in accordance with
the substance of the contractual arrangement.
47
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 3.23.2 Equity instruments
An equity instrument is any contract that
evidences a residual interest in the assets of an
entity after deducting all of its liabilities. Equity
instruments issued by the Consolidated entity are
recorded at the proceeds received, net of direct
issue costs.
3.23.3 Financial guarantee contract liabilities
A financial guarantee contract is a contract
that requires the issuer to make specified
payments to reimburse the holder for a loss it
incurs because a specified debtor fails to make
payments when due in accordance with the
terms of a debt instrument.
Financial guarantee contract liabilities are
measured initially at their fair values and, if not
designated as at FVTPL, are subsequently at the
higher of:
• the amount of the obligation under the
contract, as determined in accordance with
AASB 137 ‘Provisions, Contingent Liabilities
and Contingent Assets’; and
• the amount initially recognised less, where
appropriate, cumulative amortisation in
accordance with the revenue recognition
policies set out in 3.8 above.
3.23.4 Financial liabilities
Financial liabilities are classified as either financial
liabilities ‘at FVTPL’ or ‘other financial liabilities’.
3.23.5 Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL
when the financial liability is either held for
trading or it is designated as at FVTPL.
A financial liability is classified as held for
trading if:
• it has been acquired principally for the
purpose of repurchasing in the near term; or
• on initial recognition it is a part of an identified
portfolio of financial instruments that the
Consolidated entity manages together and has
a recent actual pattern of short-term profit-
taking; or
• it is a derivative that is not designated and
effective as a hedging instrument.
A financial liability other than a financial liability
held for trading is designated as at FVTPL upon
initial recognition if:
• such designation eliminates or significantly
reduces a measurement or recognition
inconsistency that would otherwise arise; or
• the financial liability forms part of a group
of financial assets or financial liabilities or
both, which is managed and its performance
evaluated on a fair value basis, in accordance
with the Consolidated entity’s documented
risk management or investment strategy, and
information about the grouping is provided
internally on that basis; or
• it forms part of a contract containing one
or more embedded derivatives, and AASB
139 ‘Financial Instruments: Recognition and
Measurement’ permits the entire combined
contract (asset or liability) to be designated as
at FVTPL.
Financial liabilities at FVTPL are stated at
fair value, with any gains or losses arising
on re-measurement recognised in profit or
loss. The net gain or loss recognised in profit
or loss incorporates any interest paid on the
financial liability and is included in the ‘other
gains and losses’ line item in the statement of
comprehensive income. Fair value is determined
in the manner described in note 34.
3.23.6 Other financial liabilities
Other financial liabilities, including borrowings,
are initially measured at fair value, net of
transaction costs.
Other financial liabilities are subsequently
measured at amortised cost using the effective
interest method, with interest expense
recognised on an effective yield basis.
The effective interest method is a method of
calculating the amortised cost of a financial
liability and of allocating interest expense over the
relevant period. The effective interest rate is the
rate that exactly discounts estimated future cash
payments through the expected life of the financial
liability, or, where appropriate, a shorter period.
3.23.7 Derecognition of financial liabilities
The Consolidated entity derecognises financial
liabilities when, and only when, the Consolidated
entity’s obligations are discharged, cancelled or
they expire. The difference between the carrying
amount of the financial liability derecognised and
the consideration paid and payable is recognised
in profit or loss.
3.24 Derivative financial instruments
The Consolidated entity enters into a variety of
derivative financial instruments to manage its
exposure to interest rate and foreign exchange
rate risk, including foreign exchange forward
contracts and interest rate swaps. Further details
of derivative financial instruments are disclosed
in note 34.
Derivatives are initially recognised at fair value
at the date a derivative contract is entered into
and are subsequently remeasured to their fair
value at 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. The Consolidated entity designates
certain derivatives as either hedges of the fair
value of recognised assets or liabilities or firm
commitments (fair value hedges), hedges of
highly probable forecast transactions or hedges
of foreign currency risk of firm commitments
(cash flow hedges), or hedges of net investments
in foreign operations.
A derivative with a positive fair value is
recognised as a financial asset; a derivative
with a negative fair value is recognised as a
financial liability. A derivative is presented as
a non-current asset or a non-current liability
if the remaining maturity of the instrument is
more than 12 months and it is not expected to
be realised or settled within 12 months. Other
derivatives are presented as current assets or
current liabilities.
3.24.1 Hedge accounting
The Consolidated entity designates certain
hedging instruments, which include derivatives,
embedded derivatives and non-derivatives, in
respect of foreign currency risk, as either fair
value hedges, cash flow hedges, or hedges of
net investments in foreign operations. Hedges of
foreign exchange risk on firm commitments are
accounted for as cash flow hedges.
At the inception of the hedge relationship, the
entity documents the relationship between the
hedging instrument and 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 Consolidated entity
documents whether the hedging instrument
that is used in a hedging relationship is highly
effective in offsetting changes in fair values or
cash flows of the hedged item.
Note 34 sets out details of the fair values of the
derivative instruments used for hedging purposes.
48
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 3.24.2 Fair value hedge
Changes in the fair value of derivatives that are
designated and qualify as fair value hedges are
recognised in profit or loss immediately, together
with any changes in the fair value of the hedged
item that is attributable to the hedged risk.
The change in the fair value of the hedging
instrument and the change in the hedged item
attributable to the hedged risk are recognised
in the line of the statement of comprehensive
income relating to the hedged item.
Hedge accounting is discontinued when the
Consolidated entity revokes the hedging
relationship, when the hedging instrument
expires or is sold, terminated, or exercised, or
when it no longer qualifies for hedge accounting.
The fair value adjustment to the carrying amount
of the hedged item arising from the hedged risk
is amortised to profit or loss from that date.
3.24.3 Cash flow hedge
The effective portion of changes in the fair
value of derivatives that are designated and
qualify as cash flow hedges are recognised in
other comprehensive income. The gain or loss
relating to the ineffective portion is recognised
immediately in profit or loss, and is included in
the ‘other gains and losses’ line item.
Amounts previously recognised in other
comprehensive income and accumulated in
equity are reclassified to profit or loss in the
periods when the hedged item is recognised in
profit or loss in the same line of the statement of
comprehensive income as the recognised hedged
item. However, when the forecast transaction
that is hedged results in the recognition of a
non-financial asset or a non-financial liability, the
gains and losses previously deferred in equity are
transferred from equity and included in the initial
measurement of the cost of the asset or liability.
Hedge accounting is discontinued when the
Consolidated entity revokes the hedging
relationship, when the hedging instrument
expires or is sold, terminated, or exercised, or
no longer qualifies for hedge accounting. Any
gains or losses 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 cumulative gain
or loss that was deferred in equity is recognised
immediately in profit or loss.
3.24.4 Hedges in 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 in the foreign currency translation
reserve. The gain or loss relating to the
ineffective portion is recognised immediately in
profit or loss and included in the ’other gains and
losses’ line item.
Gains and losses on hedging instruments relating
to the effective portion of the hedge accumulated
in the foreign currency translation reserve are
reclassified to profit or loss in the same way
as exchange differences relating to the foreign
operation as described at 3.6 above.
3.25 Non-Controlling Interest
Income and expenses of subsidiaries acquired
or disposed of during the year are included in
the consolidated statement of profit or loss
and other comprehensive income from the
effective date of acquisition and up to the
effective date of disposal, as appropriate.
Total comprehensive income of subsidiaries
is attributed to the owners of the Company
and to the non-controlling interests even if
this results in the non-controlling interests
having a deficit balance. The carrying amounts
of the Consolidated entity’s interests and the
non-controlling interests are adjusted to reflect
the changes in their relative interests in the
subsidiaries. Any difference between the amount
by which the non-controlling interests are
adjusted and the fair value of the consideration
paid or received is recognised directly in equity
and attributed to owners of the Company.
We have applied the partial recognition of the
non-controlling interest (equity method) method
when accounting for the put option liability
and non-controlling interest. This approach is
appropriate given the company has no present
ownership of the minority interest shares. While
the non-controlling interest remains unexercised,
the accounting is as follows:
• The non-controlling interest receives an
allocation of the profit or loss for the period;
• A put option liability is recognised at fair value
in accordance with IAS 39;
• The non-controlling interest is de-recognised
at that date; and
• The difference between the recognising of
the put option liability and de-recognising the
non-controlling interest is recorded through
equity in the parent company.
The put options held by non-controlling interests
are classified as a financial liability and are
measured at fair value. The non-controlling
interests continue to have access to voting rights
and dividends in the subsidiaries and continue
to be attributed a share of profits. Subsequent
changes in the financial liability are recorded
directly in equity.
3.26 Investment in Joint Ventures
A joint venture is a joint arrangement whereby
the parties that have joint control of the
arrangement have rights to the net assets
of the joint arrangement. Joint control is the
contractually agreed sharing of control of an
arrangement, which exists only when decisions
about the relevant activities require unanimous
consent of the parties sharing control.
The results, assets and liabilities of the joint
ventures are incorporated in these consolidated
financial statements using the equity method
of accounting, except when the investment, or
a portion thereof, is classified as held for sale,
in which case it is accounted for in accordance
with AASB 5 non-current assets held for Sale
and Discontinued Operations. Under the equity
method, an investment in a joint venture is
initially recognised in the consolidated statement
of financial position at cost and adjusted
thereafter to recognise the Consolidated
entity’s share of the profit or loss and other
comprehensive income of the joint venture. When
the Consolidated entity’s share of losses of a
joint venture exceeds the Consolidated entity’s
interest in that joint venture (which includes
any long-term interests that, in substance, form
part of the Consolidated entity ‘s net investment
in the joint venture), the Consolidated entity
discontinues recognising its share of further
losses. Additional losses are recognised only
to the extent that the Consolidated entity has
incurred legal or constructive obligations or made
payments on behalf of the joint venture.
An investment in a joint venture is accounted
for using the equity method from the date on
which the investee becomes a joint venture. On
acquisition of the investment in a joint venture,
any excess of the cost of the investment over
the Consolidated entity’s share of the net fair
value of the identifiable assets and liabilities of
the investee is recognised as goodwill, which
is included within the carrying amount of the
investment. Any excess of the Consolidated
entity’s share of the net fair value of the
identifiable assets and liabilities over the cost
of the investment, after reassessment, is
recognised immediately in profit or loss in the
period in which the investment is acquired.
49
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued The requirements of AASB 139 are applied
to determine whether it is necessary to
recognise any impairment loss with respect to
the Consolidated entity’s investment in a joint
venture. When necessary, the entire carrying
amount of the investment (including goodwill)
is tested for impairment in accordance with
AASB 136 as a single asset by comparing its
recoverable amount (higher of value in use and
fair value less costs to sell) with its carrying
amount, Any impairment loss recognised forms
part of the carrying amount of the investment.
Any reversal of that impairment loss is
recognised in accordance with AASB 136 to
the extent that the recoverable amount of the
investment subsequently increases.
The Consolidated entity discontinues the use
of the equity method from the date when the
investment ceases to be a joint venture, or when
the investment is classified as held for sale.
When the Consolidated entity retains an interest
in the former joint venture and the retained
interest is a financial asset, the Consolidated
entity measures the retained interest at fair value
at that date and the fair value is regarded as its
fair value on initial recognition in accordance with
AASB 139. The difference between the carrying
amount of the joint venture at the date the equity
method was discontinued, and the fair value
of any retained interest and any proceeds from
disposing of a part interest in the joint venture
is included in the determination of the gain or
loss on disposal of the joint venture. In addition,
the Consolidated entity accounts for all amounts
previously recognised in other comprehensive
income in relation to that joint venture on the
same basis as would be required if that joint
venture had directly disposed of the related
assets or liabilities. Therefore, if a gain or loss
previously recognised in other comprehensive
income by that joint venture would be reclassified
to profit or loss on the disposal of the related
assets or liabilities, the Consolidated entity
reclassifies the gain or loss from equity to profit
or loss (as a reclassification adjustment) when
the equity method is discontinued.
The Consolidated entity continues to use the
equity method when an investment in an
associate becomes an investment in a joint
venture or an investment in a joint venture
becomes an investment in an associate. There
is no remeasurement to fair value upon such
changes in ownership interests.
When the Consolidated entity reduces its
ownership interest in joint venture but the
Consolidated entity continues to use the equity
method, the Consolidated entity reclassifies to
profit or loss the proportion of the gain or loss
that had previously been recognised in other
comprehensive income relating to that reduction
in ownership interest if that gain or loss would be
reclassified to profit or loss on the disposal of the
related assets or liabilities.
When a Consolidated entity transacts with a joint
venture of the group, profits and losses resulting
from the transactions with the joint venture
are recognised in the Consolidated entity’s
consolidated financial statements only to the
extent of interests in the joint venture that are not
related to the group.
3.27 Comparative information
Comparative amounts have, where necessary,
been reclassified so as to be consistent with
current year disclosures.
4. CRITICAL ACCOUNTING
JUDGEMENTS AND KEY SOURCES OF
ESTIMATION UNCERTAINTY
In the application of the Consolidated entity’s
accounting policies, which are described in
note 3, the directors are required to make
judgements, estimates and assumptions about
the carrying amounts of assets and liabilities that
are not readily apparent from other sources. The
estimates and associated assumptions are based
on historical experience and other factors that
are considered to be relevant. Actual results may
differ from these estimates.
The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the
period in which the estimates are revised if the
revision affects only that period, or in the period
of the revision and future periods if the revision
affects both current and future periods.
4.1 Key sources of estimation uncertainty
and critical judgements in applying the
entity’s accounting policies
The following are the key assumptions and
critical judgements concerning the future, and
other key sources of estimation of uncertainty
at the end of the reporting period, that have a
significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities
within the next financial year:
4.1.1 Impairment of non-financial assets
(including goodwill and indefinite life assets)
Impairment exists when the carrying value of
an asset or cash generating unit exceeds its
recoverable amount, which is the higher of its
fair value less costs of disposal and its value
in use. The fair value less costs of disposal
calculation is based on available data from
binding sales transactions, conducted at arm’s
length, for similar assets or observable market
prices less incremental costs for disposing of the
asset. The value in use calculation is based on
a discounted cash flow model. The cash flows
are derived from the budget for the next 5 years
and do not include restructuring activities that
the Consolidated entity is not yet committed
to or significant future investments that will
enhance the asset’s performance of the CGU
being tested. The recoverable amount is sensitive
to the discount rate used for the DCF model
as well as the expected future cash-inflows
and the growth rate used for extrapolation
purposes. These estimates are most relevant
to goodwill and other intangibles with indefinite
useful lives recognised. The key assumptions
used to determine the recoverable amount for
the different CGUs are disclosed and further
explained in Note 19.
At the end of each reporting period, the Group
reviews the carrying value of its tangible and
intangible assets to determine whether there is
any indication that those assets have suffered an
impairment loss. Determining whether goodwill
and indefinite life assets are impaired requires
an estimation of the value in use as well as fair
value less costs to sell of the cash-generating
units to which the assets relate. The value in
use and fair value less costs to sell calculations
require the entity to estimate the future cash
flows expected to arise from the cash-generating
unit and a suitable discount rate in order to
calculate present value.
The carrying amount of goodwill and indefinite
life assets at the end of the reporting period
was $407,716 thousand and $97,083 thousand
respectively. Refer to note 19 and 20 for
further details.
50
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 4.1.7 Put Option Liabilities
The put option associated with Domino’s Pizza
Japan and Domino’s Pizza Germany (refer to
note 46) liabilities are valued by management
by taking into account adjusted unlevered price/
earnings multiple rates and estimate of the
timing of the put. This is based on management’s
experience and knowledge of market conditions
of the Japan and Germany Pizza industries and
dealings with the sellers of Domino’s Japan and
Joey’s Pizza.
4.1.8 Discount rate used to determine the
carrying amount of the Consolidated entity’s
defined benefit obligation
The Consolidated entity’s defined benefit
obligation is discounted at a rate set by reference
to market yields at the end of the reporting period
on high quality corporate bonds. Significant
judgement is required when setting the criteria
for bonds to be included in the population from
which the yield curve is derived. The most
significant criteria considered for the selection
of bonds include the issue size of the corporate
bonds, quality of the bonds and the identification
of outliers which are excluded.
4.1.2 Fair value of derivatives and other
financial instruments
As described in note 34, management uses
their judgement in selecting an appropriate
valuation technique for financial instruments not
quoted in an active market. Valuation techniques
commonly used by market practitioners are
applied. For derivative financial instruments,
assumptions are made based on quoted market
rates adjusted for specific features of the
instrument. Other financial instruments are
valued using a discounted cash flow analysis
based on assumptions supported, where
possible, by observable market prices or rates.
Details of assumptions are provided in note 34.
4.1.3 Employee benefits
Management judgement is applied in determining
the following key assumptions used in the
calculation of long service leave and annual leave
at balance date:
• future increases in wages and salaries;
• future on-cost rates; and
• experience of employee departures and period
of service.
4.1.4 Useful lives of other intangibles
As described in note 3.19.2, management uses
their judgement to assess the useful lives of
capitalised development intangibles and licenses.
This is based on the estimated life of the asset
and future economic benefits of the asset. The
majority of these assets have a life of between
2 – 10 years.
4.1.5 Impairment of loans and receivables
As described in note 3.12.5, management
assesses impairment based on objective
evidence including the Consolidated entity’s past
experience of collecting payments, an increase in
the number of delayed payments in the portfolio
past the average credit period of 30 days, as
well as observable changes in national or local
economic conditions that correlate with default
on loans and receivables.
4.1.6 Master Franchise Rights & Franchise
Network Assets acquired in a business
combination
The Consolidated entity estimates the fair value
of the Domino’s German Master Franchise
Rights (MFA) (refer note 20) and the Franchise
Network Assets (FNAs) acquired in the Joey’s
Pizza and Pizza Sprint acquisitions (refer note
46). The Master Franchise Rights are valued
using the Cost approach taking into account
forecast EBITDA and a discount rate applied.
The Franchise Network Assets are valued using
a Multi-Period Excess Earnings Method income
approach taking into account forecast revenue
and EBITDA margin and a discount rate applied.
The fair value of both the MFA and FNAs are
sensitive to the above noted inputs.
Management has determined that the MFA
relating to Domino’s Pizza Germany and the FNAs
related to Joey’s Pizza and Pizza Sprint are to
be treated as indefinite life intangible assets. In
addition, the same treatment has been applied
to the MFA and associated franchise agreements
recognised on the acquisition of Domino’s
Pizza Japan. This judgement is based on the
sufficiency of available evidence supporting the
ability of the Consolidated entity to renew the
underlying agreements beyond their initial terms
without incurring significant cost.
5. REVENUE
The following is an analysis of the Consolidated entity’s revenue for the year, from continuing operations (excluding other revenue – see note 7).
Revenue from the sale of goods
Revenue from rendering of services
2016
$’000
688,189
17,513
705,702
2015
$’000
527,269
11,869
539,138
51
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 6. SEGMENT INFORMATION
6.1 Products and services from which reportable segments derive their revenues
The Consolidated entity has identified its operating segments on the basis of internal reports about components of the Consolidated entity that are regularly
reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.
Information reported to the Consolidated entity’s Group Chief Executive Officer for the purpose of resource allocation and assessment of performance is
specifically focused on the geographical location the Consolidated entity operates in. The Consolidated entity’s reportable segments under AASB 8 are
therefore as follows:
• Australia / New Zealand
• Europe (includes non-controlling interest, refer to note 32)
• Japan (includes non-controlling interest, refer to note 32)
6.2 Segment revenues and results
YEAR ENDED 03 JULY 2016
YEAR ENDED 28 JUNE 2015
AUSTRALIA /
NEW
ZEALAND
$’000
EUROPE
$’000
JAPAN
$0’00
TOTAL
$’000
AUSTRALIA /
NEW
ZEALAND
$’000
EUROPE
$’000
JAPAN
$0’00
TOTAL
$’000
Continuing operations
Revenue and other revenue
267,958
260,895
401,365
930,218
216,811
171,283
314,343
702,437
EBITDA
91,640
28,085
47,520
167,245
71,623
18,295
37,853
127,771
Depreciation and
amortisation
(13,150)
(10,259)
(14,720)
(38,129)
(11,797)
(6,939)
(8,744)
(27,480)
EBIT
78,490
17,826
32,800
129,116
59,826
11,356
29,109
100,291
Interest
Net profit before tax
(3,297)
125,819
(2,451)
97,840
The following is an analysis of the Consolidated entity’s revenue and results from continuing operations by reportable segment.
Revenue reported above represents revenue generated from external customers and franchisees. There were no inter-segment sales during the period (2015: Nil).
The accounting policies of the reportable segments are the same as the Consolidated entity’s policies described in note 3. Segment net profit before tax
represents the profit earned by each segment using the measure reported to the chief operating decision maker for the purpose of resource allocation and
assessment of segment performance.
52
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 6.3 Segment assets and liabilities
Segment assets
Australia / New Zealand
Europe
Japan
Total segment assets
Unallocated assets
Consolidated assets
Segment liabilities
Australia / New Zealand
Europe
Japan
Total segment liabilities
Unallocated liabilities
Consolidated liabilities
2016
$’000
2015
$’000
191,611
420,228
513,889
147,357
95,515
387,728
1,125,728
630,600
-
-
1,125,728
630,600
2016
$’000
2015
$’000
(203,451)
(285,986)
(241,745)
(99,532)
(42,492)
(183,520)
(731,182)
(325,544)
-
-
(731,182)
(325,544)
Accounting Policy:
Refer to note 3.25 on the consolidated entities accounting policy on monitoring segment performance and allocation of resources between segments.
6.4 Other segment information
Australia / New Zealand
Europe
Japan
DEPRECIATION AND
AMORTISATION
ADDITIONS TO
NON-CURRENT ASSETS
2016
$’000
13,151
10,258
14,720
2015
$’000
11,797
6,939
8,744
2016
$’000
38,630
311,842
54,790
2015
$’000
32,660
19,982
33,344
38,129
27,480
405,262
85,986
53
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 6. SEGMENT INFORMATION (CONTINUED)
6.5 Geographical information
The Consolidated entity operates in three principal geographical areas – Australia (country of domicile)/New Zealand, Europe and Japan.
The Consolidated entity’s revenue from continuing operations from external customers and franchisees can be found in note 6.2. The non-current assets by
geographical location are detailed below.
Australia / New Zealand
Europe
Japan
Goodwill by geographical location can be found in note 19.
Information about major customers
6.6
There are no major customers that contribute an amount that is 10% or greater of total revenue.
7. OTHER REVENUE
Interest revenue:
Bank deposits
Other loans and receivables
Rental revenue:
Store asset rental revenue
Royalties
Franchise services
Other revenue
The following is an analysis of other revenue earned on assets by category of asset:
Loans and receivables (including cash and bank balances)
Other income earned on non-financial assets
8. OTHER GAINS AND LOSSES
Net gain on disposal of property, plant & equipment, goodwill and other non-current assets
Other
NON-CURRENT ASSETS
2016
$’000
126,269
349,928
467,105
2015
$’000
110,237
56,377
347,439
943,302
514,053
2016
$’000
2015
$’000
362
1,128
1,490
131
631
762
5,064
3,862
155,554
113,123
46,279
34,674
16,129
224,516
10,878
163,299
2016
$’000
1,490
223,026
224,516
2015
$’000
762
162,537
163,299
2016
$’000
2015
$’000
9,660
98
9,758
6,375
69
6,444
No other gains or losses have been recognised in respect of loans and receivables other than as disclosed in note 7 and impairment losses recognised/
reversed in respect of trade and other receivables (see note 13).
54
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 9. FINANCE COSTS
Interest on commercial bill and loans
Interest on obligations under finance leases
The weighted average interest rate on funds borrowed is 1.37% per annum (2015: 1.64%).
10. INCOME TAXES
10.1 Income tax recognised in profit or loss
Tax expense comprises:
Current tax expense in respect of the current year
Adjustments recognised in the current year in relation to the current tax of prior years
Deferred tax expense/(income) relating to the origination and reversal of temporary differences
Deferred tax expense/(income) in relation to previously unrecognised deferred tax assets
Deferred tax expense/(income) in relation to change in tax rate in other jurisdiction
Total tax expense relating to continuing operations
The expense for the year can be reconciled to the accounting profit as follows:
Profit before tax from continuing operations
Income tax expense calculated at 30%
Effect of expenses that are not deductible in determining taxable profit
Other assessable/(deductible) amounts
Effect of different tax rates of subsidiaries operating in other jurisdictions
Effect of tax concessions (research and development and other allowances)
Adjustments recognised in the current year in relation to the deferred tax of prior years
Adjustments recognised in the current year in relation to the current tax of prior years
Effect of change in tax rate in other jurisdictions
Income tax expense recognised in profit or loss
2016
$’000
2015
$’000
3,297
-
3,297
2,450
1
2,451
2016
$’000
2015
$’000
28,467
(62)
28,405
10,849
150
(177)
39,227
29,320
(42)
29,278
482
(341)
-
29,419
2016
$’000
2015
$’000
125,819
97,840
37,746
29,352
1,121
156
2,607
(2,314)
39,316
150
(62)
(177)
39,227
56
64
1,482
(598)
30,356
(341)
(41)
(555)
29,419
The tax rate used for the 2016 and 2015 reconciliation above is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits
under Australian tax law.
55
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 10. INCOME TAXES (CONTINUED)
10.2 Income tax recognised in equity
Arising on income and expenses in other comprehensive income:
(Gain)/Loss on cashflow hedge taken to equity
(Gain)/Loss on net investment hedge taken to equity
Share options trust
10.3 Current tax assets and liabilities
Current tax assets
Income tax refund receivable
Current tax liabilities
Income tax payable
2016
$’000
(1,879)
1,630
19,895
19,646
2015
$’000
(56)
(502)
8,767
8,209
2016
$’000
2015
$’000
592
592
295
295
(13,133)
(13,133)
(12,765)
(12,765)
56
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 10.4 Deferred tax balances
2016
Temporary differences
Property, plant & equipment
Intangible assets
Provision for employee entitlements
Other provisions
Doubtful debts
Other financial liabilities
Options reserve
Unearned income
Other
Unused tax losses and credits
Tax losses
2015
Temporary differences
Property, plant & equipment
Intangible assets
Provision for employee entitlements
Other provisions
Doubtful debts
Other financial liabilities
Options reserve
Unearned income
Other
Unused tax losses and credits
Tax losses
OPENING
BALANCE
$’000
CHARGED TO
INCOME
$’000
CHARGED TO
EQUITY
$’000
ACQUISITIONS
/ DISPOSALS
$’000
EXCHANGE
DIFFERENCE
$’000
CLOSING
BALANCE
$’000
560
(18,125)
3,980
177
337
588
9,804
(29)
835
(1,873)
1,330
1,330
(543)
(2,273)
(4,704)
1,545
45
477
478
(8,551)
(3)
1,103
(11,883)
1,033
1,033
(10,850)
-
-
-
-
-
(248)
19,894
-
-
19,646
-
-
19,646
1,229
(50,552)
-
-
-
-
-
-
(49,323)
-
-
(49,323)
(379)
4,419
(684)
-
(3)
(46)
-
-
65
3,372
(279)
(279)
3,093
(863)
(68,962)
4,841
222
811
772
21,147
(32)
2,003
(40,061)
2,084
2,084
(37,977)
OPENING
BALANCE
$’000
CHARGED TO
INCOME
$’000
CHARGED TO
EQUITY
$’000
ACQUISITIONS
/ DISPOSALS
$’000
EXCHANGE
DIFFERENCE
$’000
CLOSING
BALANCE
$’000
1,557
(16,886)
4,385
133
188
1,195
-
26
(36)
(9,438)
825
(8,613)
(985)
(1,305)
(389)
44
149
(48)
1,037
(55)
861
(691)
505
(186)
-
-
-
-
-
(559)
8,767
-
-
8,208
-
8,208
-
-
-
-
-
-
-
-
-
-
-
Deferred tax balances are presented in the statement of financial position as follows:
Deferred tax assets
Deferred tax liabilities
(12)
66
(16)
-
-
-
-
-
10
48
-
48
560
(18,125)
3,980
177
337
588
9,804
(29)
835
(1,873)
1,330
(543)
2016
$’000
14,754
(52,731)
(37,977)
2015
$’000
7,255
(7,798)
(543)
57
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 10. INCOME TAXES (CONTINUED)
10.5 Unrecognised deferred tax assets
The taxation benefits of tax losses and timing differences not brought to account will only be obtained if:
(a) assessable income is derived of a nature and of an amount sufficient to enable the benefit from the deductions to be realised;
(b) conditions for deductibility imposed by the law are compiled with; and
(c) no changes in tax legislation adversely affect the realisation of the benefit from the deductions.
10.6 Unrecognised taxable temporary differences associated with investments and interests
At the end of the financial year, an aggregate deferred tax liability of $85,474 thousand (2015: $49,896 thousand) was not recognised in relation to
investments in subsidiaries as the parent Company is able to control the timing of the reversal of the temporary differences and it is not probable that the
temporary difference will reverse in the foreseeable future.
10.7 Tax consolidation
Relevance of tax consolidation to the Consolidated entity
The Company and its wholly-owned Australian resident entities formed a tax-consolidated group with effect from 1 July 2003 and are therefore taxed as a
single entity from that date. The head entity within the tax-consolidated group is Domino’s Pizza Enterprises Limited. The members of the tax-consolidated
group are identified at note 17.
Nature of tax funding arrangements and tax sharing arrangements
The entities in the tax-consolidated group have not entered into a tax sharing agreement or tax funding agreement. Income tax liabilities payable to the
taxation authorities in respect of the tax-consolidated group are recognised in the financial statements of the parent entity.
11. PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS
Profit for the year from continuing operations is attributable to:
Profit from continuing operations
Profit for the year from continuing operations was arrived at after charging (crediting):
11.1 Depreciation and amortisation expenses
Depreciation of property, plant and equipment
Amortisation of intangible and other assets
11.2 Employee benefits expense
Employee benefit expense:
Post employment benefits:
Defined contribution plans
Retirement benefit plans (see note 27)
Share-based payments:
Equity settled share-based payments
Other employee benefits
Total employee benefits expense
58
2016
$’000
2015
$’000
86,592
68,421
(25,414)
(12,715)
(38,129)
(18,144)
(9,336)
(27,480)
(4,731)
(932)
(4,024)
(790)
(5,883)
(2,762)
(206,157)
(217,703)
(164,536)
(172,112)
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 12. EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
12.1
Basic earnings per share
2016
CENTS PER
SHARE
2015
CENTS PER
SHARE
94.4
92.2
74.2
72.8
The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:
Profit for the year attributable to owners of the Company
Earnings used in the calculation of basic EPS from continuing operations
Weighted average number of ordinary shares for the purposes of basic earnings per share (all measures)
12.2 Diluted earnings per share
The earnings used in the calculation of diluted earnings per share are as follows:
Profit for the year attributable to owners of the Company
Earnings used in the calculation of diluted EPS from continuing operations
2016
$’000
82,427
82,428
2015
$’000
64,048
64,048
2016
No.’000
87,319
2015
No.’000
86,266
2016
$’000
82,428
82,428
2015
$’000
64,048
64,048
The weighted average number of ordinary shares for the purposes of diluted earnings per share reconciles to the weighted average number of ordinary shares
used in the calculation of basic earnings per share as follows:
Weighted average number of ordinary shares used in the calculation of basic EPS
Shares deemed to be issued for no consideration in respect of:
- Options on issue
Weighted average number of ordinary shares used in the calculation of diluted EPS (all measures)
2016
No.’000
87,319
2015
No.’000
86,266
2,083
89,402
1,654
87,920
The diluted earnings per share calculation takes into account all options issued under the ESOP, as in accordance with AASB 133 Earnings per Share,
the average market price of ordinary shares during the period exceeds the exercise price of the options or warrants.
59
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 13. TRADE AND OTHER RECEIVABLES
Trade receivables
Allowance for doubtful debts
Other receivables
2016
$’000
67,419
(2,780)
64,639
7,504
72,143
2015
$’000
42,547
(3,178)
39,369
4,514
43,883
13.1 Trade receivables
Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.
The average credit period on sales of goods and rendering of services is 30 days. No interest is charged on the outstanding balance. An allowance has been
made for estimated irrecoverable amounts from the past sale of goods and rendering of services, determined by reference to past default experience. Trade
receivables 60 days and over are provided for based on the estimated irrecoverable amounts from the sale of goods and rendering of services, determined by
reference to past default experience.
Before accepting any new franchisees and business partners, the Consolidated entity uses a system to assess the potential franchisee’s and business
partner’s credit quality and defines credit limits. Limits attributed to franchisees and business partners are reviewed twice a year.
Included in the Consolidated entity’s trade receivables balance are debtors with a carrying amount of $1,142 thousand (2015: $1,020 thousand), which are
past due at the reporting date for which the Consolidated entity has not provided as there has not been a significant change in credit quality and the amounts
are still considered recoverable. The Consolidated entity does not hold any collateral over these balances.
Ageing of receivables that are past due but not impaired
30 - 60 days
60 - 90 days
90 days and over
Total
Movement in the allowance for doubtful debts
Balance at the beginning of the year
Impairment losses recognised on receivables
Amounts written off as uncollectible
Amounts recovered during the year
Effect of foreign currency
Balance at the end of the year
2016
$’000
431
196
515
1,142
2016
$’000
3,178
1,106
(907)
(665)
68
2,780
2015
$’000
74
138
808
1,020
2015
$’000
2,863
1,540
(821)
(419)
15
3,178
In determining the recoverability of a trade receivable, the Consolidated entity considers any change in the credit quality of the trade receivable from the
date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and unrelated.
Accordingly, the directors believe that there is no further allowance required in excess of the allowance for doubtful debts.
Included in the allowance for doubtful debts are individually impaired trade receivables with a balance of $2,780 thousand (2015: $3,178 thousand) for the
Consolidated entity. The impairment recognised represents the difference between the carrying amount of these trade receivables and the present value of
the expected recoverable proceeds. The Consolidated entity does not hold any collateral over these balances.
Ageing of impaired trade receivables
0 - 30 days
30 - 60 days
60 - 90 days
90 days and over
Total
60
2016
$’000
107
63
15
2,595
2,780
2015
$’000
97
38
76
2,967
3,178
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 14. OTHER FINANCIAL ASSETS
INVESTMENTS CARRIED AT FAIR VALUE:
Non-current
Other
LOANS CARRIED AT AMORTISED COST:
Current
Loans to franchisees (i)
Non-current
Loans to franchisees (i)
Allowance for doubtful loans
FINANCIAL GUARANTEE CONTRACTS:
Non-current
Financial guarantee receivable
DERIVATIVES:
Current
Cross currency swap
Foreign exchange forward contracts
Non-current
Cross currency swap
Foreign exchange forward contracts
OTHER LONG TERM DEPOSITS:
Non-current
Long term store rental security deposits
Current
Non-current
2016
$’000
2014
$’000
17
17
13
13
11,682
11,682
25,849
(1,445)
24,404
186
186
1,435
-
1,435
-
-
-
3,763
3,763
16,586
(949)
15,637
148
148
1,707
1,342
3,049
2,868
3
2,871
15,793
15,793
12,596
12,596
53,517
38,077
13,117
40,400
53,517
6,812
31,265
38,077
(i)
Before providing any new loans to franchisees, the Consolidated entity reviews the potential franchisee’s credit quality, which is determined by reviewing a business plan and the projected future cash
flows for that store, to ensure the franchisee is able to meet its interest repayments on the loan. On average the interest charged is based on the Westpac Indicator Lending Rate (‘WILR’) plus 3% (2015:
3%) margin in Australia and New Zealand, the average interest charged in France is 5.5% (2015: 4.1%), in The Netherlands is 7.1% (2015: 9.0%) in Germany is 4.3% and the average interest charged in
Japan is 5.0% (2015: 5.0%). Included in the Consolidated entity’s balance are loans to franchisees with a carrying amount of $1,445 thousand (2015: $949 thousand), which are past due at reporting date
and the Consolidated entity has provided for these amounts. The Consolidated entity holds the respective franchisee’s store assets as collateral over these balances.
61
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 14. OTHER FINANCIAL ASSETS (CONTINUED)
Franchisee Loans
Allowance for doubtful loans
2016
$’000
37,531
(1,445)
36,086
2015
$’000
20,349
(949)
19,400
In determining the recoverability of the loans to franchisees, the Consolidated entity considers any amount that has been outstanding at reporting date.
Accordingly, management believe that there is no further allowance required in excess of the allowances for doubtful loans.
Included in the allowance for the loans are individually impaired loans to franchisees with a balance of $1,445 thousand (2015: $949 thousand) for the
Consolidated entity. The impairment recognised represents the difference between the carrying amount of these loan balances and the present value of the
expected recoverable proceeds. The Consolidated entity holds collateral of the stores assets over these balances.
Ageing of loans to franchisees
Amounts not yet due
Movement in allowance for doubtful loans
Balance at the beginning of the year
Impairment losses recognised on loans
Impairment losses reversed
Effect of foreign currency
Balance at the end of the year
15. INVENTORIES
Raw materials
Finished goods
2016
$’000
36,086
36,086
2016
$’000
949
623
(127)
-
1,445
2015
$’000
19,400
19,400
2015
$’000
854
108
(16)
3
949
2016
$’000
4,168
12,507
16,675
2015
$’000
3,006
9,276
12,282
There are no inventories (2015: $nil) expected to be recovered after more than 12 months. Expenses relating to inventories are recorded under Food &
paper expenses.
16. INVESTMENT IN JOINT VENTURE
On the 24th November 2014, the Consolidated entity acquired 50% equity of a joint venture called Stuart Preston Pty Ltd as Trustee for the Preston Holdings
Family Trust / Hot Cell Pty Ltd Partnership. On the 30th March 2015, the Consolidated entity acquired 50% equity of a joint venture called Triumphant Pizza
Pty Ltd / Hot Cell Partnership.
On the 4th April 2016, the consolidated equity acquired 50% equity of a joint venture called Northern Beaches Enterprises Pty Ltd as trustee for the Northern
Beaches Trust/ Hot Cell Pty Ltd Partnership.
The result has not been separately presented in the consolidated statement of profit or loss and other comprehensive income due to it being below materiality.
62
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 17. SUBSIDIARIES
Details of the Company’s subsidiaries at 03 July 2016 are as follows:
NAME OF ENTITY
Ashbourke Pty Ltd (i)
Domino’s Development Fund Pty Ltd (i)
Hot Cell Pty Ltd (i)
MFT – DPA JV Nominee Pty Ltd
Reel (NT) Pty Ltd (i)
Shear Pizza Pty Ltd (i)
Silvio’s Dial-a-Pizza Pty Ltd (i)
Twenty/Twenty Pizza Pty Ltd (i)
Twenty/Twenty Pizza Pty Ltd & Domino’s Pizza Australia Pty Ltd Partnership (i)
Nisco Trading Pty Ltd (i)
Domino’s Pizza New Zealand Limited
DPH NZ Holdings Limited
DPEU Holdings S.A.S.
Domino’s Pizza France S.A.S.
HVM Pizza S.A.R.L.
Domino’s Pizza Europe B.V.
Domino’s Pizza Netherlands B.V.
DOPI Vastgoed B.V.
Domino’s Pizza Corporate Stores and Distributie B.V.
Domino’s Pizza Belgium S.P.R.L.
Catering Service & Supply Pty Ltd (i)
DPE Japan Co., Ltd.
Domino's Pizza Japan, Inc.
K.K. DPJ Holdings 1
Global Mogul PTC Limited
Mogul (B.V.I.) Unit Trust
Domino's Pizza Enterprises Ltd Employee Share Trust
Daytona Holdco Limited (UK)
Daytona JV Limited (UK)
Daytona Germany HRB
Joey's Pizza International GmbH
Joey's Pizza Services (Deutschland) GmbH
Agentur fur Wertbung und Etatverwaltung GmbH
Joey's Filial und Pacht GmbH
Fra-Ma-Pizz SAS
Pizza Center France SAS
Emma Pizz Sarl
FP Ille Et Vilaine SARL
FP Nord SARL
FP Sud SARL
FP Centre SARL
Mayenne Pizz SARL
Morlaix Pizz SARL
PV Pizz SARL
FP Le Mans SARL
FP La Chapelle SARL
FP Saint Gregoire SARL
PLACE OF
INCORPORATION
AND OPERATION
PORTION OF
OWNERSHIP INTEREST
AND VOTING POWER HELD
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
New Zealand
New Zealand
France
France
France
The Netherlands
The Netherlands
The Netherlands
The Netherlands
Belgium
Australia
Japan
Japan
Japan
British Virgin Islands
British Virgin Islands
Australia
UK
UK
Germany
Germany
Germany
Germany
Germany
France
France
France
France
France
France
France
France
France
France
France
France
France
2016
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
75%
75%
75%
100%
100%
100%
100%
67%
67%
67%
67%
67%
67%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
2015
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
75%
75%
75%
100%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
63
(i)
This entity is a member of the tax-consolidated group where Domino’s Pizza Enterprises Limited is the head entity within the tax-consolidated group.
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 18. PROPERTY, PLANT AND EQUIPMENT
Cost
Accumulated depreciation and impairment
Plant and equipment
Equipment under finance lease
Cost
Balance at 29 June 2014
Additions
Disposals
Acquisitions through business combinations (note 38)
Net foreign currency exchange differences
Balance at 28 June 15
Additions
Acquisitions through business combinations (note 38)
Disposals
Acquisitions of subsidiaries (note 46)
Reclassification
Net foreign currency exchange differences
Balance at 03 July 2016
Accumulated depreciation and impairment
Balance at 29 June 2014
Disposals
Depreciation expense
Net foreign currency exchange differences
Balance at 28 June 2015
Disposals
Depreciation expense
Net foreign currency exchange differences
Balance at 03 July 2016
2016
$’000
241,157
(53,107)
188,050
177,137
10,913
188,050
PLANT &
EQUIPMENT
AT COST
$’000
EQUIPMENT
UNDER
FINANCE LEASE
AT COST
$’000
120,983
56,545
(27,539)
3,315
269
153,573
84,166
4,073
(36,760)
1,555
(770)
17,445
223,282
(32,032)
10,788
(16,351)
(52)
(37,647)
15,580
(22,381)
(1,697)
(46,145)
5,480
3,141
-
-
35
8,656
6,522
-
-
-
-
2,697
17,875
(1,168)
-
(1,793)
(9)
(2,970)
-
(3,033)
(959)
(6,962)
2015
$’000
162,229
(40,617)
121,612
115,926
5,686
121,612
TOTAL
$’000
126,463
59,686
(27,539)
3,315
304
162,229
90,688
4,073
(36,760)
1,555
(770)
20,142
241,157
(33,200)
10,788
(18,144)
(61)
(40,617)
15,580
(25,414)
(2,656)
(53,107)
There was no depreciation during the period that was capitalised as part of the cost of other assets.
18.1 Assets pledged as security
In accordance with the security arrangements of liabilities, as disclosed in note 23 to the financial statements, all non-current assets of the Consolidated
entity, except goodwill and deferred tax assets, have been pledged as security. The holder of the security does not have the right to sell or re-pledge the
assets other than in an event of default. The Consolidated entity does not hold title to the equipment under finance lease pledged as security.
64
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 19. GOODWILL
Cost
Accumulated impairment losses
Cost
Balance at beginning of financial year
Additional amounts recognised from business combinations occurring during the period (note 38)
Acquired through subsidiaries (note 46)
Amounts disposed of during the period
Effects of foreign currency exchange differences
Other
Balance at end of financial year
Accumulated impairment losses
Balance at beginning of financial year
Impairment losses for the year
Balance at end of financial year
2016
$’000
407,716
-
407,716
2016
$’000
283,497
13,338
68,264
(9,503)
51,739
380
407,716
2015
$’000
283,496
-
283,496
2015
$’000
278,113
8,854
-
(4,953)
1,209
273
283,496
-
-
-
-
-
-
19.1 Allocation of goodwill to cash-generating units
Goodwill has been allocated for impairment testing purposes to the following cash generating units:
Australia and New Zealand markets
• Australian Capital Territory (ACT)
• New South Wales (NSW)
• Queensland & Northern Territory (QLD & NT)
• South Australia, Western Australia and Tasmania (SA, WA & TAS)
• Victoria (VIC)
• New Zealand (NZ)
Europe market
• The Netherlands & Belgium stores located in the region of Antwerp (NL)
• France & the rest of Belgium (FR)
• Germany (DE)
Japanese market
• Japan
The carrying amount of goodwill was allocated to the following cash-generating units:
Australia & New Zealand
QLD & NT
NSW
SA, WA & TAS
VIC
ACT
NZ
Europe
FR
NL
DE
Japan
CONSOLIDATED
2016
$’000
14,881
9,794
2,898
8,924
2,204
4,535
33,060
9,362
49,346
272,712
407,716
2015
$’000
13,694
10,124
4,374
8,586
2,705
3,657
11,947
7,912
-
220,497
283,496
65
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued Japanese cash-generating unit
The goodwill amount allocated to the cash-
generating units in this market relates to the
acquisition of the Domino’s Pizza master
franchise of Japan on 3 September 2013.
The recoverable amount of the cash-generating
unit is determined based on a fair value less
costs to sell model which includes future
cash flows over a 5-year period based on
management’s expectations on the market
growth rates and further investment in store
rollout. A post-tax discount rate of 8.79% has
been applied and a growth rate of 1.5% has been
used in determining the terminal value. Based on
this analysis, no impairment has been identified
since the acquisition of the market.
Management has reviewed sensitivity on the key
assumptions on which the recoverable amounts
are based and believes that any reasonably
possible change of the key assumptions would
not cause the cash-generating unit’s carrying
amount to exceed its recoverable amount.
19. GOODWILL (CONTINUED)
Key assumptions
The key assumptions used in the value in use
and fair value less costs to sell calculations for
the various significant cash-generating units are
budgeted store cash flows which are assumed
to continue to increase, driven by higher sales
and increased market share. These assumptions
reflect prior experience and management’s
plan to focus on store level efficiencies and
to leverage market share for higher overall
profitability. Management has reviewed
sensitivity on the key assumptions on which the
recoverable amounts are based and believes
that any reasonable change would not cause the
cash-generating units carrying amount to exceed
its recoverable amount.
NSW, QLD & NT, SA, WA & TAS, VIC and ACT
cash-generating unit
The operations in the NSW, QLD & NT, SA, WA
& TAS, VIC and ACT markets are similar, and
their recoverable amounts are based on similar
assumptions. The recoverable amounts of the
cash-generating units are based primarily on
a value in use calculation which uses cash
flow projections based on the financial budget
approved by the Board for the 2017 financial year
as the year one cash flow.
The cash flows for years one to five are based
on the expected average sales percentage
growth across corporate and franchise markets,
which has been estimated at 4.0% per annum
nationally (2015: 4.0% per annum nationally).
These figures are based on management’s
estimate of forecast cash flow by store after
considering the 2015 and 2016 financial years
with the 2017 budget year. Management believes
that these growth percentages are reasonable
considering forecast sales growth and economies
of scale. A post-tax discount rate of 8.79% has
been applied to years one to five. An indefinite
terminal cash flow calculation has been applied
for cash flows beyond year five, using the year
five cash flow as a base. A growth rate of 3.0%
has been used in determining the terminal value.
NZ cash-generating unit
The recoverable amount of the goodwill is based
primarily on a value in use calculation which
uses cash flow projections based on the financial
budget approved by the Board for the 2017
financial year as the year one cash flow for the
NZ franchise stores.
The cash flows for years one to five are based on
the expected sales revenues to be received from net
franchise royalties of the NZ franchise stores, after
applying a growth rate which has been estimated
at 4.0% per annum (2015: 4.0% per annum).
This figure is based on the growth in forecast
average franchise weekly sales from the 2015
and 2016 financial years to the 2017 budget year.
Management believes that this growth percentage
is reasonable considering the sales growth that has
been seen in this market during the 2016 financial
year. A post-tax discount rate of 8.79% has been
applied to years one to five. An indefinite terminal
cash flow calculation has been applied for cash
flows beyond year five, using the year five cash flow
as a base. A growth rate of 3.0% has been used in
determining the terminal value.
European cash-generating units
The recoverable amount of the cash-generating
units is determined based on a value in use
which uses a five-year financial plan that has
been prepared, including the growth of the store
network. The cash flows for years one to five
are based on the expected sales growth rates,
which represent a compound annual growth
rate of 19.9% for The Netherlands and 14.4%
for France/Belgium. A post-tax discount rate of
8.79% has been used for The Netherlands and
a pre-tax discount rate of 12.5% for France/
Belgium has been applied to the years one to
five. A growth rate of 3.0% has been used in
determining the terminal value.
The recoverable amount of the German
cash-generating unit is determined based
on a fair value less costs to sell model which
includes future cash flows over a 5-year period
based on management’s expectations on the
market growth rates and further investment
in store rollout. A cost of equity discount rate
of 10% has been applied and a compound
annual growth rate of 9.3% has been used in
determining the terminal value. Based on this
analysis, no impairment has been identified
since the acquisition.
66
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 20. OTHER INTANGIBLE ASSETS
Cost
Accumulated amortisation and impairment losses
2016
$’000
330,967
(41,040)
289,927
2015
$’000
97,037
(28,297)
68,740
FINITE LIFE
INDEFINITE LIFE
CAPITALISED
DEVELOP-
MENT
$’000
LICENCES
$’000
OTHER FINITE
LIFE
INTANGIBLES
$’000
OTHER
INDEFINITE
LIFE
INTANGIBLES
$’000
FRANCHISE
NETWORK
ASSET
$’000
Gross carrying amount
Balance at 29 June 2014
Additions
Additions from internal developments
Disposals
Reclassification
Net foreign currency exchange differences
Balance at 28 June 2015
Additions (i)
Acquisitions of subsidiaries (note 46)
Additions from internal developments
Disposals
Net foreign currency exchange differences
Balance at 3 July 16
Accumulated amortisation and impairment
Balance at 29 June 2014
Amortisation expense (ii)
Disposals
Net foreign currency exchange differences
Balance at 28 June 2015
Amortisation expense (ii)
Disposals
Reclassification
Net foreign currency exchange differences
Balance at 3 July 16
36,185
3,706
7,508
(460)
600
74
47,613
5,424
-
16,218
(358)
219
69,116
(14,893)
(7,401)
299
(29)
(22,025)
(8,340)
90
(110)
(30,386)
11,188
2,644
-
(945)
-
48
12,935
3,637
-
-
(43)
1,399
17,928
(4,900)
(1,363)
8
(19)
(6,274)
(2,492)
30
3
(535)
(9,268)
-
-
-
-
-
-
-
-
3,922
-
-
(98)
3,824
-
-
-
-
-
(1,426)
-
-
38
(1,390)
36,310
-
-
-
-
175
36,485
50,055
-
-
-
7,543
94,083
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
151,781
-
-
(5,765)
146,015
-
-
-
-
-
-
-
-
-
-
TOTAL
$’000
83,683
6,350
7,508
(1,404)
600
297
97,034
59,116
155,703
16,218
(401)
3,298
330,967
(19,792)
(8,764)
307
(48)
(28,297)
(12,258)
120
3
(608)
(41,040)
(i)
During the year the consolidated entity has entered into a joint venture arrangement with DPG. The consolidated entity has agreed to pay a maximum of $25 million as compensation for DPG to forfeit
66.67% of their exclusive rights to the German market and entry into a new Master Franchise Agreement for Germany. In 100% terms the total value of the Master Access Right is $37.5 million if the
maximum amount is paid. The difference between the asset value and the consolidated entity’s liability represents an equity contribution by DPG into the Daytona Joint Venture which is has been recorded
in Non-controlling interest, refer to note 32.
The consolidated entity’s liability is based on the estimated profitability of the Daytona Joint Venture operations and will be paid over future periods. A liability of $31.6 million (refer note 24) has been
recorded based on the present value of the estimated cash flows based on the EBITDA of the Daytona Joint Venture discounted based on the Consolidated entity incremental borrowing rate. The liability is
level 3 liability under the Fair Value Hierarchy, refer to note 34.10.
(ii)
Amortisation expense is included in the line item ‘depreciation and amortisation expense’ in the statement of comprehensive income.
Refer to note 3.19 and 3.20 to the financial statements for descriptions on intangible assets, their useful life and impairment. For details of the impairment
assessment performed, refer to note 19.
67
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued
21. OTHER ASSETS
Current
Prepayments
Work in progress – store builds
Other
Non-current
Other
22. TRADE AND OTHER PAYABLES
Trade payables (i)
Goods and services tax (GST)/Value added tax (VAT) payable
Other creditors and accruals
2016
$’000
14,247
1,698
3,620
19,565
50
50
2016
$’000
77,026
5,678
67,961
150,665
2015
$’000
7,189
624
2,288
10,101
59
59
2015
$’000
67,485
5,513
35,828
108,826
(i)
The average credit period on purchases of goods is 30 days. The Consolidated entity has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.
Included within Other creditors and accruals is a liability of $9.3 million (2015: $0.8 million), which relates to the surplus held in relation to the National Advertising
Fund (“AdFund”). In addition to franchise fees, franchisees pay contributions which are collected by the Group for specific use within the AdFund. The Group operates
the funds on behalf of the franchisees with the objective of driving revenues for their stores. The fund is specifically used to pay for marketing and advertising. As all
AdFund contributions are designated for specific purposes and do not result in a profit or loss for the Group, the revenue and expenditure are presented net within the
Consolidated Statement of Profit or Loss. Total contributions made to the fund during the 53 weeks ended 03 July 2016 were $108.3 million (2015: $75.8 million).
23. BORROWINGS
Unsecured
Loans from other entities
Secured
Finance lease liabilities (i) (note 28)
Euro loan (ii) (iii)
Japan acquisition - Australian Dollar loan (v)
Japan acquisition - Japanese Yen loan (v)
Other Bank Loans (iv)
Current
Non-current
2016
$’000
20,546
20,546
10,913
150,202
50,627
58,916
30,588
301,246
36,285
285,507
321,792
2015
$’000
-
-
5,582
18,559
50,436
47,256
3,000
124,832
1,920
122,912
124,832
23.1 Summary of borrowing arrangements:
During the year ending 03 July 2016 the Company secured additional funding through the execution of multicurrency facility agreements with multiple
institutions. This included an extension to existing secured variable rate loan with the expiry date now being 03 September 2020.
(i) Secured by the assets leased, the current market value of each exceeds the value of the finance lease liability.
(ii) Variable rate loan with Rabobank Australia with maturity periods exceeding 1 year.
(iii) Variable rate loan with HSBC with maturity periods exceeding 1 year.
(iv) Variable rate loans with:
• Westpac Banking Corporation with maturity periods exceeding 1 year (2015: exceeds 1 year).
• SMBC – working capital facility with maturity periods less than 1 year
• BTMU – working capital facility with maturity periods less than 1 year
• Mizuho – working capital facility with maturity periods less than 1 year
(v) Variable rate loans with SMBC and Westpac with maturity periods exceeding 1 year (2015: exceeds 1 year), secured over the shares held in Domino’s Japan
The unused facilities available on the Consolidated entity’s bank overdraft are $5,495 thousand (2015: $11,973 thousand).
68
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 24. OTHER FINANCIAL LIABILITIES
Non-current
Financial guarantee contracts
Rent incentive liabilities
Interest rate swaps
Cross currency swaps
Market access right (ii)
Put / call minority interest liability (i)
Current
Interest rate swaps
Foreign currency forward contracts
Rent incentive liabilities
Security deposits
Other
Other (contingent consideration)
Put / call minority interest liability (i)
Current
Non-current
(i)
Put / call option liabilities arise in respect of the consolidated entity’s acquisition of DPJ and DPG (see note 34.10)
(ii) Market access right arising in respect of the consolidated entity contractual arrangements with DPG (see note 34.10)
25. PROVISIONS
Employee benefits (i)
Defined benefit plan (note 27) (i)
Other (note 26)
Current
Non-current
2016
$’000
2015
$’000
148
1,338
3,091
9,224
31,619
75,598
121,018
903
3,288
121
4,117
17
3,713
43,734
55,893
55,893
121,018
176,911
2016
$’000
5,502
7,733
2,715
15,950
4,979
10,971
15,950
148
1,422
1,188
-
-
51,290
54,048
926
-
121
2,198
17
-
-
3,262
3,262
54,048
57,310
2015
$’000
4,927
6,113
2,973
14,013
4,358
9,655
14,013
TOTAL
$’000
2,973
182
(440)
2,715
(i)
The provision for employee benefits represents annual leave and vested long service leave entitlements accrued.
26. OTHER PROVISIONS
Balance at 28 June 2015
Additional provisions recognised
Reductions resulting from remeasurement
Balance at 03 July 2016
MAKE GOOD (ii)
$’000
STRAIGHT LINE
LEASING (iii)
$’000
2,804
138
(440)
2,502
169
44
-
213
(ii)
The provision for the make good is in respect of restoring sites to their original condition when the premises are vacated. Management has estimated the provision based on historical data in relation to
the store closure numbers and costs, as well as future trends that could differ from historical amounts.
(iii) The provision for straight line leasing arises as fixed percentage increases in operating leases are recognised as an expense on a straight line basis, over the period of the lease.
69
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 27. RETIREMENT BENEFIT PLANS
27.1 Defined benefit plans
Domino’s Pizza Japan, Inc.
The Consolidated entity operates an unfunded retirement benefit plan where a lump-sum amount is paid out to eligible full-time employees of Domino’s Pizza
Japan with more than three years of service as of retirement.
The lump-sum amount is calculated as monthly salary as of retirement multiplied by a multiple. The multiple is based on years of service up to a maximum of
41 years and whether retirement is voluntary or involuntary.
The plan typically exposes the Consolidated entity to actuarial risks such as: interest rate risk, retention risk and salary risk.
Interest rate risk
A decrease in the bond interest rate in Japan will increase the plan liability by reducing the discount rate. The rate used at last valuation was 0.7%.
Retention risk
The present value of the defined benefit plan liability is calculated by reference to the expected length of service of full-time staff. As such, an increase in the
length of service above the expected length will increase the plan’s liability.
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of
the plan participants will increase the plan’s liability.
The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at 03 July 2016 by Mr. K
Taniguchi, Fellow of the Institute of Actuaries of Japan.
The principal assumptions used for the purposes of the actuarial valuations were as follows.
Discount rate
Expected rate of salary increase
Number of employees
Average service years
Expected service years
Amounts recognised in other comprehensive income in respect of these defined benefit plans are as follows.
Service cost:
Current service cost
Net interest expense
Components of defined benefit costs recognised in profit or loss
Remeasurement on the net defined benefit liability:
Actuarial gains and losses arising from changes in financial assumptions
Components of defined benefit costs recognised in other comprehensive income
Total
VALUATION AT
2016
0.70%
3.04%
465
4.9 yrs
7.4 yrs
2015
1.00%
3.04%
406
5.8 yrs
7.5 yrs
2016
$’000
2015
$’000
884
48
932
224
224
1,156
730
60
790
(104)
(104)
686
Of the expense for the year, an amount of $932 thousand has been included in profit or loss as administration expenses. (2015: $790 thousand).
The re-measurement of the net defined benefit liability is included in other comprehensive income.
70
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued The amount included in the consolidated statement of financial position arising from the entity’s obligation in respect of its defined benefit plans is as follows.
Present value of unfunded defined benefit obligation
Fair value of plan assets
Unfunded status
Net liability arising from defined benefit obligation
Movements in the present value of the defined benefit obligation in the current year were as follows.
Opening defined benefit obligation
Current service cost
Net interest expense
Remeasurement (gains)/losses:
Actuarial gains and losses arising from changes in financial assumptions
Benefits paid
Exchange differences on foreign plans
2016
$’000
7,733
-
2015
$’000
6,113
-
7,733
6,113
7,733
6,113
2016
$’000
6,113
885
48
224
(1,058)
1,521
2015
$’000
5,993
730
60
(104)
(566)
-
Closing defined benefit obligation
7,733
6,113
There are no plan assets of the defined benefit obligation.
The Consolidated entity expects to make a contribution of $1,120 thousand (2015: $806 thousand) to the defined benefit plans during the next financial year.
28. OBLIGATIONS UNDER FINANCE LEASES
28.1 Leasing arrangements
Finance leases relate to plant & equipment with lease terms between three and ten years, and motor vehicles with lease terms between three and five years.
The Consolidated entity has options to purchase the leased assets for a nominal amount at the completion of the lease arrangements.
28.2 Finance lease liabilities
No later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
Minimum lease payments (i)
Less future finance charges
MINIMUM
FUTURE LEASE PAYMENTS
PRESENT VALUE OF MINIMUM
FUTURE LEASE PAYMENTS
2016
$’000
3,767
7,146
-
10,913
-
2015
$’000
1,920
3,662
-
5,582
-
2016
$’000
3,767
7,146
-
10,913
-
2015
$’000
1,920
3,662
-
5,582
-
Present value of minimum lease payments
10,913
5,582
10,913
5,582
Included in the financial statements as: (note 23)
Current borrowings
Non-current borrowings
(i) Minimum future lease payments include the aggregate of all lease payments and any guaranteed residual value.
28.3 Fair value
The fair value of the finance lease liabilities is approximately equal to their carrying amount.
3,767
7,146
10,913
1,920
3,662
5,582
71
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued
29. ISSUED CAPITAL
87,648,158 fully paid ordinary shares (2015: 86,560,773)
2016
$’000
2015
$’000
248,554
198,291
Changes to the Corporations Law abolished the authorised capital and par value concept in relation to share capital from 1 July 1998.
Therefore, the Company does not have a limited amount of authorised capital and issued shares do not have a par value.
29.1 Fully paid ordinary shares
Balance at beginning of financial year
Shares issued:
Issue of shares under executive share option plan
Issue of shares related to Joey's Pizza Acquisition
Capital costs associated with equity raising
Balance at end of financial year
NOTE
(a)
2016
2015
NUMBER OF
SHARES
$’000
SHARE
CAPITAL
$’000
NUMBER OF
SHARES
$’000
SHARE
CAPITAL
$’000
86,561
198,291
85,933
194,193
939
148
-
87,648
41,433
8,830
-
248,554
628
-
-
86,561
3,568
-
530
198,291
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
Share options on issue
Options
Unexercised options at 03 July 2016
Unexercised options at 03 July 2016
Unexercised options at 03 July 2016
Unexercised options at 03 July 2016
Unexercised options at 03 July 2016
Unexercised options at 03 July 2016
Unexercised options at 03 July 2016
Unexercised options at 03 July 2016
Unexercised options at 03 July 2016
Unexercised options at 03 July 2016
TOTAL
NUMBER
NUMBER
QUOTED
EXERCISE
PRICE
EXPIRY DATE
NOTE
(a)
166,667
600,000
456,667
300,000
323,750
150,000
46,000
37,100
300,000
741,750
-
-
-
-
-
-
-
-
-
-
$9.13
$14.90
$13.74
$22.89
$22.89
$16.52
$22.89
$36.31
$40.95
$40.95
31 August 2016
2 November 2017
31 August 2017
28 October 2020
31 August 2018
1 August 2017
1 August 2017
31 August 2018
28 October 2020
31 August 2019
72
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued (a) Options
The Company approved the establishment of the Executive Share and Option Plan (“ESOP”) to assist in the recruitment, reward and retention of its directors
and executives. The Company will not apply for quotation of the options on the ASX.
Subject to any adjustment in the event of a bonus issue, rights issue or reconstruction of capital, each option is convertible into one ordinary share.
Terms and conditions of the ESOP
The Company must not issue any shares or grant any option under this plan if, immediately after the issue or grant, the sum of the total number of unissued
shares over which options, rights or other options (which remain outstanding) have been granted under this plan and any other Group employee incentive
scheme would exceed 7.5% of the total number of shares on issue on a Fully Diluted Basis at the time of the proposed issue or grant.
Fully Diluted Basis means the number of shares which would be on issue if all those securities of the Company which are capable of being converted into
shares, were converted into shares. If the number of shares into which the securities are capable of being converted cannot be calculated at the relevant
time, those shares will be disregarded.
During the year, 939,179 options were exercised (2015: 627,500). A total of $41,433,564 was received as consideration for 939,179 fully paid ordinary
shares of Domino’s Pizza Enterprises Limited on exercise of the options in the current financial year (2015: $3,568,325).
(b) Dividend reinvestment plan
On listing, the Board adopted but did not commence operation of a Dividend Reinvestment Plan (“DRP”). The DRP provides shareholders the choice of
reinvesting some or all of their dividends in shares rather than receiving those dividends in cash.
The Board of Directors resolved to activate the DRP on 17 August 2006 with a commencement date of 21 August 2006. Shareholders with registered
addresses in Australia or New Zealand are eligible to participate in the DRP. Shareholders outside Australia and New Zealand are not able to participate due to
legal requirements applicable in their place of residence.
Shares allocated under the DRP rank equally with existing shares. Shares will be issued under the DRP at a price equal to the average of the daily volume
weighted average market price of the Company’s shares (rounded to the nearest cent) traded on the ASX during a period of ten trading days commencing on
the second business day following the relevant record date, discounted by an amount determined by the Board.
Domino’s Pizza Enterprises Limited entered into an Underwriting Agreement with Goldman Sachs JBWere for its first four dividend payments commencing
with the final dividend for the year ended 2 July 2006. The Board decided to continue the DRP Underwriting and entered into a renewed agreement with
Goldman Sachs JBWere for the next four dividends commencing with the final dividend for the year ended 29 June 2008.
On 18 August 2009, the Board resolved to suspend the DRP until further notice. Therefore, the final dividend for the year ended 03 July 2016 will be paid in
cash only.
30. RESERVES
Foreign currency translation
Other
Hedging
30.1 Foreign currency translation
Balance at beginning of financial year
Translation of foreign operations
Balance at end of financial year
2016
$’000
28,861
(8,887)
(8,781)
11,193
2016
$’000
(17,694)
46,555
28,861
2015
$’000
(17,694)
13,567
4,517
390
2015
$’000
(18,015)
321
(17,694)
Exchange differences relating to the translation of the net assets of the Consolidated entity’s foreign operations from their functional currencies to the Consolidated
entity’s presentation currency (i.e. Australian dollars) are recognised directly in other comprehensive income and accumulated in the foreign currency translation
reserve. The significant movement in the translation of the foreign operations has arisen as a result of the strengthening of the Japanese Yen.
73
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 30. RESERVES (CONTINUED)
30.2 Other reserve
Balance at beginning of financial year
Share-based payment
Movement in put option liability and non controlling interest
Share options trust
Remeasurement of defined benefit plan
Balance at end of financial year
2016
$’000
13,567
(27,650)
(14,530)
19,894
(168)
(8,887)
2015
$’000
(831)
2,944
2,645
8,768
41
13,567
The equity settled share-based benefits reserve arises on the grant of share options to executives under the Executive Share and Option. Further information
about ESOP is made in note 35 to the financial statements. The Consolidated entity settled the Domino’s Pizza Enterprises Ltd Employee Share Trust to
manage the share option plan.
30.3 Hedging reserve
Balance at beginning of financial year
Gain/(loss) recognised:
Net investment hedge
Cash flow hedge
Income tax related to gain/loss on hedging items
Balance at end of financial year
The hedging reserve represents hedging gains and losses recognised on the effective portion of net investment hedges.
31. RETAINED EARNINGS
Balance at beginning of year
Net profit attributable to members of the Company
Payment of dividends (note 33)
Balance at end of year
32. NON-CONTROLLING INTEREST
Balance at beginning of year
Non-controlling interest contributions during the period
Non-controlling interest MAF contribution (refer to note 20)
Share of profit
Foreign currency translation
Remeasurement of defined benefit plan
Non-controlling interest put option adjustment
Balance at end of year
2016
$’000
4,517
(11,575)
(5,489)
3,766
(8,781)
2016
$’000
106,375
82,427
(54,004)
134,798
2016
$’000
-
22,228
15,809
4,165
11,366
(56)
(53,512)
-
2015
$’000
4,094
295
128
-
4,517
2015
$’000
79,948
64,048
(37,621)
106,375
2015
$’000
-
-
-
4,373
266
26
(4,665)
-
The non-controlling interest relates to a 25% interest in the Consolidated entity’s operations in Japan and 33.3% non-controlling interest in Germany.
During the year the consolidated entity acquired Joey’s Pizza to which Domino’s Pizza Group plc (DPG) was a non-controlling interest in the acquisition.
Refer to note 46 for the acquisition of the business.
74
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 33. DIVIDENDS
RECOGNISED AMOUNTS
Fully paid ordinary shares
Interim dividend
Final dividend
UNRECOGNISED AMOUNTS
Fully paid ordinary shares
Final dividend
2016
2015
CENTS
PER SHARE
TOTAL
$’000
CENTS
PER SHARE
TOTAL
$’000
34.7
27.2
61.9
30,414
23,590
54,004
24.6
19.0
43.6
21,294
16,327
37,621
38.8
34,031
27.2
23,590
On 15 August 2016, the directors declared a fully franked final dividend of 38.8 cents per share to the holders of fully paid ordinary shares in respect of
the financial year ended 03 July 2016, to be paid to shareholders on 07 September 2016. The dividend will be paid to all shareholders on the Register of
Members on 23 August 2016. The total estimated dividend to be paid is $34,031 thousand.
Adjusted franking account balance
2016
$’000
1,435
2015
$’000
1,408
34. FINANCIAL INSTRUMENTS
34.1 Capital risk management
The Consolidated entity manages its capital to ensure that entities in the Consolidated entity will be able to continue as a going concern while maximising
the return to stakeholders through the optimisation of the debt and equity balances. The Consolidated entity’s overall strategy remains unchanged from 2015.
The capital structure of the Consolidated entity consists of net debt, which includes the borrowings disclosed in note 23, cash and cash equivalents and
equity attributable to equity holders of the parent, comprising issued capital, reserves, retained earnings and non-controlling interest as disclosed in notes
29, 30, 31 and 32 respectively.
The Consolidated entity is not subject to any externally imposed capital requirements.
The Consolidated entity operates globally, primarily through subsidiary companies established in the markets in which the Consolidated entity trades.
None of the Consolidated entity’s subsidiaries are subject to externally imposed capital requirements.
Operating cash flows are used to maintain and expand the Consolidated entity’s assets, as well as to make the routine outflows of tax, dividends and
repayment of maturing debt. The Consolidated entity’s policy is to borrow centrally; using a variety of capital market issues and borrowing facilities, to meet
anticipated funding requirements.
The Consolidated entity’s management and board of directors review the capital structure formally on an annual basis. As part of this review, management
and the board of directors consider the cost of capital and the risks associated with each class of capital. Based on recommendations of management and
the Board of Directors, the Consolidated entity will balance its overall capital structure through the payment of dividends, and new share issues as well as the
issue of new debt or the redemption of existing debt.
34.1.1 Gearing ratio
Debt (i)
Cash and cash equivalents
Net debt
Equity (ii)
Net debt to equity ratio
The gearing ratio at the end of the reporting period was as follows:
(i)
(ii)
Debt is defined as long-term and short-term borrowings, as detailed in note 23.
Equity includes all capital and reserves that are managed as capital.
2016
$’000
321,792
(60,334)
261,458
394,546
66.3%
2015
$’000
124,832
(43,174)
81,658
305,056
26.8%
75
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 34. FINANCIAL INSTRUMENTS (CONTINUED)
34.2 Significant accounting policies
Details of the significant accounting policies and methods adopted (including the criteria for recognition, the bases for recognition of income and expenses)
for each class of financial asset, financial liability and equity instrument are disclosed in note 3.
34.3 Categories of financial assets and liabilities
2016
NOTE
INTEREST
RATE* %
Financial assets
Trade and other receivables
Loans receivables
Other financial assets
Cash and cash equivalents
Financial guarantee contracts
Deposits
Financial liabilities
Euro loans
Loans from other entities
Other financial liabilities
Finance lease liability
Other Finance lease liabilities
Other bank loans
Financial guarantee contracts
AUD denominated loan
YEN denominated loan
* Weighted average effective interest rate
Loans and receivables
Loans and receivables
Available for sale financial asset
Cash and bank balances
Loans and receivables
Cash and bank balances
Other
Other
Amortised cost
Other
Other
Other
Financial guarantee contracts
Other
Other
13
14
14
39
14
14
23
23
22
23
23
23
24
23
23
-
5.76
-
0.66
6.25
-
1.19
3.00
-
7.86
-
1.88
6.25
1.52
1.26
2015
INTEREST
RATE* %
-
6.15
-
0.28
6.25
-
1.49
-
-
7.86
-
3.70
6.25
1.77
1.73
$’000
43,883
19,399
13
43,174
148
12,596
18,559
-
103,313
32
5,550
3,000
148
50,436
47,256
$’000
72,143
36,084
17
60,334
186
15,793
150,202
20,546
144,852
32
10,881
30,588
148
50,627
58,916
34.4 Financial risk management objectives
The Consolidated entity’s finance department co-ordinates access to domestic and international financial markets, monitors and manages the financial risks
relating to the operations of the Consolidated entity in line with the Consolidated entity’s policies. These risks include market risk (including currency risk,
interest rate risk and price risk), credit risk and liquidity risk.
The Consolidated entity seeks to minimise the effects of the above mentioned risks, by using derivative financial instruments to hedge these risk exposures.
The use of financial derivatives is governed by the Consolidated entity’s policies approved by the Board of Directors, which provide written principles on
foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess
liquidity. Compliance with policies and exposure limits is reviewed by the Board of Directors. The Consolidated entity does not enter into or trade financial
instruments, including derivative financial instruments, for speculative purposes.
The Consolidated entity’s management and Board of Directors’ review annually the risks and policies implemented to mitigate risk exposures.
34.5 Market risk
The Consolidated entity’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (refer to note 34.6) and interest
rates (refer to note 34.7). The Consolidated entity enters into a variety of derivative and non-derivative financial instruments to manage its exposure to
interest rate and foreign currency risk, including:
• Interest rate swaps to mitigate risk of rising interest rates.
• Cross currency interest rate swap to mitigate rising interest rates and foreign exchange fluctuation.
• Debt to manage currency risk.
• Forward foreign exchange contracts to hedge the exchange rate risk of purchases.
Market risk exposures are measured using sensitivity analysis. There has been no change to the Consolidated entity’s manner in which it manages and
measures the risk from previous period.
Hedging activities
The Consolidated entity holds financial instruments to hedge risks relating to underlying transactions. The major exposure to interest rate risk and foreign
currency risk arises from investment in foreign operations. Details of hedging activities are provided below.
76
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued Cashflow hedge
• The Consolidated entity uses JPY
denominated interest rate swaps to hedge
variability in the cash flows arising from
future changes in floating rates on the Japan
Acquisition Loan AUD and Japan Acquisition
Loan JPY debt facility. The hedge strategy is
to designate the interest rate swap as a hedge
against the variability in the cashflow arising
from future changes in interest rates. This is a
Cash Flow Hedge.
Net investment hedge
• The Consolidated entity designated the
Euro loan as a hedge of a net investment
in foreign operations. As at 03 July 2016,
no ineffectiveness has been recognised in
profit or loss arising from hedging the net
investment in Europe. For further details,
refer to note 3.24.
• The Consolidated entity designated the
Japan Acquisition Loan Yen as a hedge of
a net investment in foreign operations. The
Consolidated entity’s presentation currency
is Australian dollars and foreign currency
risk arises from net investments in foreign
operations. The strategy is to hedge the
foreign currency translation risk arising on
the net investment in its foreign operations.
As at 03 July 2016, no ineffectiveness has
been recognised in profit or loss arising from
hedging the net investment in Europe.
• The Consolidated entity uses a cross currency
interest rate swap to hedge the foreign
currency translation risk arising on the net
investment in its foreign operations. There
is foreign currency risk arising between the
functional currency of the foreign operation and
the presentation currency of the Consolidated
entity. This is a net investment hedge.
34.6 Foreign currency risk management
As DPE Limited’s Australian operations are
predominantly conducted in Australian dollars,
there is limited foreign currency exchange risk
associated with the Australian business.
DPE Limited also has operations in New Zealand,
Europe and Japan. The operations and revenues
of these businesses are predominantly transacted
in New Zealand dollars, Euros and Japanese Yen
respectively. DPE Limited intends to mitigate
its foreign currency translation risk exposure
by denominating a portion of its senior debt in
Euros and Japanese Yen. This creates a natural
hedge and mitigates the potential for currency
movements to negatively impact DPE Limited.
DPE Limited also purchases some equipment
in a range of currencies, but predominantly
USD, and has an exchange rate exposure due to
delays between entering into a contract and final
payment. DPE Limited will only enter into a hedge
position (forward contract) in respect of equipment
purchase once it has committed to the purchase.
The Consolidated entity undertakes certain
transactions denominated in foreign currencies,
hence exposures to exchange rate fluctuations
arise. Exchange rate exposures are managed
within approved policy parameters. The
Consolidated entity has designated cash flow
and net investment hedges are noted above to
mitigate these risks.
The carrying amount of the Consolidated entity’s foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows:
Cash and cash equivalents
Trade and other receivables
Loan receivables
Trade and other payables
Other financial liabilities
Loan payables
Assets
Liabilities
2016
$’000
33,872
49,140
26,853
-
-
-
2015
$’000
39,490
25,457
12,329
-
-
-
2016
$’000
-
-
-
116,548
150,951
271,070
2015
$’000
-
-
-
83,800
51,290
71,397
34.6.1 Foreign currency sensitivity analysis
Hedges of net investments in foreign operations
The Consolidated entity is mainly exposed to
Euros and Japanese Yen.
The foreign currency risk exposure recognised
from assets and liabilities arises primarily
from the borrowings denominated in foreign
currencies. There is no significant impact on the
Consolidated entity’s profit from foreign currency
movements associated with these borrowings as
they are effectively designated as a hedge of the
net investment in foreign operations. At balance
date, all hedges were considered effective.
For the Consolidated entity, the foreign currency
translation risk associated with the foreign
investment results in some volatility to the
foreign currency translation reserve. The impact
on the foreign currency translation reserve
relates to translation of the net assets of the
foreign controlled entities including the impact of
any hedging transactions.
In the consolidated financial statements the
exposure to foreign currency translation risk is
a result of the investment in offshore activities
with Europe and Japan where any exchange
gains and losses on translation of the foreign
denominated loans are taken to the net investment
hedge reserve (in the foreign currency translation
reserve) only to the extent of the gains and losses
on the value of the foreign net assets, including
any intercompany loans. Exchange differences
on the excess between the loans and net assets,
including any intercompany loans payable, if any,
are recognised in the consolidated statement of
profit and loss.
The effectiveness of the hedging relationship
is tested using prospective and retrospective
effectiveness tests. In a retrospective
effectiveness test, the changes in the value of the
hedging instrument and the change in the value of
the hedged net investment from spot
rate changes are calculated.
If the calculation is between 80 and 125 per cent,
then the hedge is considered effective.
Any gains or losses on re-measurement of
derivative or non-derivative financial instruments
designated as hedges of foreign investments are
recognised in the net investment hedge reserve
in equity only to the extent that the hedging
relationship is effective. The accumulation of the
recognised gains or losses recorded in equity is
transferred to the income statement when the
foreign operation is sold.
Any gains or losses of the ineffective portion
of the hedge are recognised in the income
statement within other revenue or other
expenses. During the year there was no hedge
ineffectiveness attributable to the net investment
hedges.
During the year net gains/(losses) after tax of
$11,285 thousand (2015: $294 thousand) on the
hedging instruments were taken directly to equity
in the consolidated balance sheet.
77
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 34. FINANCIAL INSTRUMENTS (CONTINUED)
The following table details the value of the instrument designated and the impact on the hedge reserve.
Euro loan
Designated hedge of net foreign investment (EUR)
Japan acquisition - Japanese Yen loan
Designated hedge of net foreign investment (JPY)
Liabilities
Equity
2016
$’000
149,958
-
50,776
-
200,734
2015
$’000
18,559
-
50,776
-
69,335
2016
$’000
-
1,001
-
(5,594)
(4,593)
2015
$’000
-
1,199
-
4,117
5,316
The following details the Consolidated entity’s sensitivity to a 10% increase and decrease in the Australian Dollar against the relevant foreign currencies.
10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of
the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items. Adjustments
have only been made for transactions outstanding at period end using a 10% change in foreign currency rates. A positive number indicates an increase in
profit or loss and other equity where the Australian Dollar strengthens against the respective currency.
Profit or (loss)
If there was a 10% increase in exchange
rates with all other variables held constant
If there was a 10% decrease in exchange
rates with all other variables held constant
Other equity
If there was a 10% increase in exchange
rates with all other variables held constant
If there was a 10% decrease in exchange
rates with all other variables held constant
Euros Impact (i)
Japanese Yen Impact
2016
$’000
2015
$’000
2016
$’000
2015
$’000
-
-
-
-
-
-
-
-
3,390
1,200
3,035
3,481
(4,144)
(1,467)
(3,709)
(4,254)
(i)
This is mainly as a result of changes in fair value of borrowings designated as net investment of foreign operation hedges.
34.7 Interest rate risk management
The Consolidated entity is exposed to interest
rate risk because entities in the Consolidated
entity borrow funds at both fixed and floating
interest rates. The risk is managed by
the Consolidated entity by maintaining an
appropriate mix between fixed and floating rate
borrowings, and by the use of interest rate swap.
Hedging activities are evaluated regularly to align
with interest rate views and defined risk appetite,
ensuring the most cost-effective hedging
strategies are applied.
34.7.1 Interest rate sensitivity analysis
The sensitivity analyses below have been
determined based on the exposure to interest
rates for both derivative and non-derivative
instruments at the reporting date and the
stipulated change taking place at the beginning
of the financial year and held constant throughout
the reporting period. A 100 basis point increase
or decrease is used when reporting interest rate
risk internally to key management personnel and
represents management’s assessment of the
possible change in interest rates. At reporting
date, if interest rates had been 100 basis points
higher or lower and all other variables were held
constant, the Consolidated entity’s:
• Net profit would increase by $551 thousand
and decrease by $438 thousand (2015:
increase by $466 thousand and decrease by
$216 thousand). This is mainly attributable to
the Consolidated entity’s exposure to interest
rates on its variable rate borrowings.
34.6.2 Forward foreign exchange contracts
It is the policy of the Consolidated entity to enter
into forward foreign exchange contracts to
hedge specific foreign currency payments and
receipts. A forward foreign exchange contract is
only entered into once the Consolidated entity
has committed to the purchase transaction.
At 03 July 2016, the notional amount of these
contracts is $26,895,794. These contracts
are held in USD and are used by the Japanese
business. The notional value in USD is $16,252
thousand and the notional value in Yen is ¥1,792
million. The value that is less than 3 months is
$5,117 thousand and over 3 months is $14,950
thousand. The aggregate amount of gains under
forward foreign exchange contracts recognised
in other comprehensive income and accumulated
in the cash flow hedging reserve relating to the
exposure on these anticipated future transactions
is $2,694 thousand. At 03 July 2016, no
ineffectiveness has been recognised in profit and
loss arising from these contracts.
78
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 34.7.2 Interest rate swap contracts
Under interest rate swap contracts, the Consolidated entity agrees to exchange the difference between fixed and floating rate interest amounts calculated
on agreed notional principal amounts. Such contracts enable the Consolidated entity to mitigate the risk of changing interest rates on the fair value of
issued fixed rate debt and the cash flow exposures on the issued variable rate debt. The fair value of interest rate swaps at the end of the reporting period
is determined by discounting the future cash flows using the curves at the end of the reporting period and the credit risk inherent in the contract, and is
disclosed below. The average interest rate is based on the outstanding balances at the end of the reporting period. The following tables detail the notional
principal amounts and remaining terms of interest rate swap contracts outstanding at the end of the reporting period.
AVERAGE CONTRACTED
FIXED INTEREST RATE
2016
$’000
2015
$’000
Interest rate swap - less than 5 years
1.39%
1.75%
NOTIONAL
PRINCIPAL VALUE
FAIR VALUE
2016
$’000
109,424
109,424
2015
$’000
98,035
98,035
2016
$’000
(4,022)
(4,022)
2015
$’000
(2,127)
(2,127)
The interest rate swaps settle on a quarterly basis. The floating rate on the interest rate swaps is the local interbank rate of Australia. The Consolidated entity
will settle the difference between the fixed and floating interest rate on a net basis. Refer to note 34.9.1 for the current and non-current split.
All interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as cash flow hedges in order to
reduce the Consolidated entity’s cash flow exposure resulting from variable interest rates on borrowings. The interest rate swaps and the interest payments
on the loan occur simultaneously and the amount accumulated in equity is reclassified to profit or loss over the period that the floating rate interest payments
on debt affect profit or loss.
34.7. Cross currency interest rate swap contract
Under a cross currency interest rate swap contract, the Consolidated entity agrees to exchange the difference between fixed and floating rate interest and
foreign currency amounts calculated on agreed notional principal amounts. Such contracts enable the Consolidated entity to mitigate the risk of changing
interest and foreign exchange rates on the fair value of issued fixed rate debt and the cash flow exposures on the issued variable rate debt. The fair value of
swap at the end of the reporting period is determined by discounting the future cash flows using the curves at the end of the reporting period and the credit
risk inherent in the contract, and is disclosed below. The average interest rate is based on the outstanding balances at the end of the reporting period. The
swap in existence has a fixed rate of 1.16% on a notional value of $50,776 thousand and has a fair value of $7,827 thousand at balance date. The swap
settles on a quarterly basis. The swaps and the interest payments on the loan occur simultaneously and the amount accumulated in equity is reclassified to
profit or loss over the period that the floating rate interest payments on debt affect profit or loss.
79
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 34. FINANCIAL INSTRUMENTS (CONTINUED)
34.8 Credit risk management
Credit risk refers to the risk that a franchisee or business partner will default on its contractual obligations resulting in financial loss to the Consolidated
entity. The Consolidated entity has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate,
as a means of mitigating the risk of financial loss from defaults. Credit exposure is controlled by limits that are continually reviewed. The credit risk on liquid
funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating
agencies. Except as detailed in the following table, the carrying amount of financial assets recorded in the financial statements, net of any allowances for
losses, represents the Consolidated entity’s maximum exposure to credit risk without taking account of the value of any collateral obtained:
34.8.1 Financial assets and other credit exposures
Consolidated
Guarantee provided under deed of guarantee
2016
$’000
2015
$’000
12,889
13,233
The Consolidated entity provides guarantees to third party financiers in order to enable internal candidates (i.e. franchisees and managers) to fund the
purchase of DPE stores. The Consolidated entity’s policy in this regard is to predominantly support internal candidates who have displayed strong operational
expertise. Further, the Consolidated entity generally provides guarantees to internal candidates in the metropolitan markets where it has operated or is
operating corporate stores. In the event that a loan defaults, the Consolidated entity’s policy is to purchase and operate the failed store as a corporate store.
The Consolidated entity has also provided a guarantee to third party financial institutions in relation to borrowings of the European subsidiary.
34.9 Liquidity risk management
The Consolidated entity manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously
monitoring forecast and actual cash flows, and matching the maturity profiles of financial assets and liabilities. Ultimate responsibility for liquidity risk
management rests with the board of directors, which has established in an appropriate liquidity management framework for the management of the
Consolidated entity’s short medium and long term funding and liquidity management requirements. Included in note 34.9.2 is a listing of additional undrawn
facilities that the Consolidated entity has at its disposal to further reduce liquidity risk.
80
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 34.9.1 Liquidity and interest risk tables
The following tables detail the Consolidated entity’s remaining contractual maturity for its financial assets and liabilities and non-derivative financial assets
and liabilities. The tables have been drawn up based on the undiscounted cash flows of financial assets and financial liabilities based on the earliest date on
which the Consolidated entity can be required to pay. The table includes both interest and principal cash flows.
LESS THAN
1 YEAR
$’000
1 - 5
YEARS
$’000
MORE THAN
5 YEARS
$’000
03 JULY 2016
Financial assets
Trade and other receivables
Derivative instruments in designated hedge accounting relationships
Loans receivables
Other financial assets
Cash and cash equivalents
Financial guarantee contracts
Deposits
Financial Liabilities
Trade payables
Derivative instruments in designated hedge accounting relationships
Other payables
Commercial bills
Euro loan
Loans from other entities
Finance lease liability
Other liabilities
Japan acquisition - Australian Dollar loan
Japan acquisition - Japanese Yen loan
Financial guarantee contracts
Put Option Liability
Lease Incentive Liability
28 JUNE 2015
Financial assets
Trade and other receivables
Derivative instruments in designated hedge accounting relationships
Loans receivables
Other financial assets
Cash and cash equivalents
Financial guarantee contracts
Deposits
Financial Liabilities
Trade payables
Derivative instruments in designated hedge accounting relationships
Other payables
Euro loan
Finance lease liability
Japan acquisition - Australian Dollar loan
Japan acquisition - Japanese Yen loan
Financial guarantee contracts
Put Option Liability
Lease Incentive Liability
72,143
1,396
3,600
17
60,334
-
-
(76,335)
(4,191)
(108,377)
-
-
-
(32)
-
-
-
-
(43,734)
(121)
43,883
1,707
4,453
13
43,174
-
-
(67,485)
(926)
(57,899)
-
(32)
-
-
-
-
(121)
-
-
7,382
-
-
186
15,793
-
(11,994)
-
-
(149,958)
(20,546)
-
-
(50,776)
(59,065)
(31,788)
(75,598)
(1,300)
-
1,679
5,882
-
-
148
12,596
-
(1,188)
-
(18,559)
-
(50,776)
(47,596)
(148)
(51,290)
(1,422)
-
-
2,040
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,746
-
-
-
-
-
-
-
-
-
-
-
-
-
81
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 34. FINANCIAL INSTRUMENTS (CONTINUED)
The following table details the Consolidated entity’s liquidity analysis for its derivative financial instruments. The table has been drawn up based on the
undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis, and the undiscounted gross inflows and outflows
on those derivatives that require gross settlement. When the amount payable or receivable is not fixed, the amount disclosed has been determined by
reference to the projected interest rates as illustrated by the yield curves at the end of the reporting period.
Net Settled
Interest rate swaps
Cross currency interest rate swaps
Gross Settled
Foreign exchange forward contracts
34.9.2 Financing facilities
Secured bank overdraft facility, reviewed annually and payable at call:
Amount used
Amount unused
Secured commercial bill facility, reviewed annually:
Amount used
Amount unused
LESS THAN
1 MONTH
$’000
1 - 3
MONTHS
$’000
3 MONTHS TO
1 YEAR
$’000
1 TO 5
YEARS
$’000
-
-
-
1,706
1,706
-
371
-
8,804
9,175
(903)
1,025
-
9,557
9,679
(3,092)
(9,223)
-
-
(12,315)
2016
$’000
2015
$’000
-
3,354
3,354
133
11,793
11,926
290,333
103,814
394,147
116,931
71,034
187,965
The Consolidated entity has access to financing facilities at reporting date as indicated above and expects to meet its other obligations from operating cash
flows and proceeds of maturing financial assets. The Consolidated entity expects to maintain a current debt to equity ratio approved by the Board.
82
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 34.10 Fair value of financial instruments
This note provides information about how the Consolidated entity determines fair values of various financial assets and financial liabilities. Some of the
Consolidated entity’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information
about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used).
FINANCIAL
ASSETS/
FINANCIAL
LIABILITIES
1) Interest Rate
and Cross
Currency Swaps
2) Forward foreign
exchange
contracts
FAIR VALUE AS AT
2016
$’000
Current asset
$1,435,
non current liability
of $9,224,
current liability
$903 and
non current liability
$3,091
(As recognised
in other financial
assets and
financial liabilities)
Current liability of
$3,288
(As recognised
in other financial
assets).
2015
$’000
Current asset
$1,707,
non current assets
$2,868,
current liability
$925 and
non current liability
$1,188
(As recognised
in other financial
assets and
financial liabilities)
Current asset
$1,342 and
non current asset
$3
(As recognised
in other financial
assets).
FAIR VALUE
HIERARCHY
Level 2
Level 2
3) Put option over
non-controlling
interest
Liability - $75,598
(Europe) and
$43,734 (Japan)
(As recognised in
other financial non
current liabilities)
Level 3
Liability - $51,290
(As recognised in
other financial non
current liabilities)
VALUATION
TECHNIQUE(S) AND
KEY INPUT(S)
Discounted cash flow.
Future cash flows are
estimated based on
forward interest rates
(from observable yield
curves at the end of the
reporting period) and
contract interest rates,
discounted at a rate that
reflects the credit risk of
various counterparties.
Discounted cash flow.
Future cash flows are
estimated based on
forward interest rates
(from observable yield
curves at the end of the
reporting period) and
contractual interest
rates, discounted at a
rate that reflects the
credit risk of various
counterparties.
Estimating future put
obligation taking into
account future earnings.
4) Market Access
Right
Liability - $31,619
(As recognised in
other financial non
current liabilities)
-
Level 3
Estimating future put
obligation taking into
account future earnings.
SIGNIFICANT
UNOBSERVABLE
INPUT(S)
RELATIONSHIP OF
UNOBSERVABLE
INPUTS TO FAIR
VALUE
N/A
N/A
N/A
N/A
The higher the
earnings, the
higher the fair value.
The shorter the
time period, the
lower the fair value.
The higher the
earnings, the
higher the fair value.
Adjusted unlevered
price/earnings
multiple rates.
The earnings
used are based
on management’s
experience and
knowledge of
market conditions
of the industry.
The Put option is
exercisable after
3 years from the
acquisition date.
Adjusted unlevered
price/earnings
multiple rates.
The earnings
used are based
on management’s
experience and
knowledge of
market conditions
of the industry.
Management consider that the financial instruments previously disclosed are classified as Level 2, and there have been no transfers between Level 1
and Level 2. The put option was previously recognised as Level 2 and has been transferred to Level 3. The fair values of the financial assets and financial
liabilities included in the level 2 and 3 category above has been determined in accordance with generally accepted pricing models based on a discounted
cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.
The only financial liabilities subsequently measured at fair value on Level 3 fair value measurement represent the fair value of the put option liability
relating to the acquisition of Domino’s Pizza Japan and Domino’s Pizza Germany (see note 46). No gain or loss for the year relating to this contingent
consideration has been recognised in profit or loss. The opening balance for this put option liability was $51.3m and has a value at year end of $117.4m
with the movement recorded in other reserves. No reasonable change in the key inputs would result in a material change of this value.
83
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 35. SHARE-BASED PAYMENTS
35.1 Equity-settled share-based benefits
The Company has one share plan and one share
and option plan available for employees and
directors and executives of the Company: the
Domino’s Pizza Exempt Employee Share Plan
(“Plan”) and the Domino’s Pizza Executive
Share and Option Plan. Both plans were
approved by a resolution of the Board of
Directors on 11 April 2005. Fully paid ordinary
shares issued under these plans rank equally
with all other existing fully paid ordinary shares,
in respect of voting and dividend rights and
future bonus and rights issues.
35.2 Executive Share and Option Plan
The Company established the ESOP to assist
in the recruitment, reward, retention and
motivation of directors and executives of the
Company (“the participants”).
In accordance with the provisions of the scheme,
executives within the Company, to be determined
by the Board, are granted options to purchase
parcels of shares at various exercise prices. Each
option confers an entitlement to subscribe for
and be issued one share, credited as fully paid, at
the exercise price.
Options issued under the ESOP may not be
transferred unless the Board determines
otherwise. The Company has no obligation to
apply for quotation of the options on the ASX.
However, the Company must apply to the ASX for
official quotation of shares issued on the exercise
of the options.
The Company must not issue any shares or grant
any option under this plan if, immediately after
the issue or grant, the sum of the total number
of unissued shares over which options, rights
or other options (which remain outstanding)
have been granted under this plan and any other
Group employee incentive scheme would exceed
7.5% of the total number of shares on issue on
a Fully Diluted Basis at the time of the proposed
issue or grant.
Fully Diluted Basis means the number of shares
which would be on issue if all those securities
of the Company which are capable of being
converted into shares, were converted into
shares. If the number of shares into which the
securities are capable of being converted cannot
be calculated at the relevant time, those shares
will be disregarded.
The following share-based payment arrangements were in existence during the current and comparative reporting period:
OPTIONS SERIES
(15) Issued 07 November 2012
(16) Issued 01 November 2013
(17) Issued 29 October 2013
(18) Issued 29 October 2014
(19) Issued 29 October 2014
(20) Issued 27 January 2015
(21) Issued 03 February 2015
(22) Issued 20 June 2015
(23) Issued 03 September 2015
(24) Issued 03 September 2015
GRANT DATE
07 November 2012
01 November 2013
29 October 2013
29 October 2014
29 October 2014
27 January 2015
03 February 2015
20 June 2015
03 September 2015
03 September 2015
EXPIRY DATE
31 August 2016
2 November 2017
31 August 2017
28 October 2020
31 August 2018
31 August 2020
31 August 2018
31 August 2018
31 August 2020
31 August 2019
GRANT DATE
FAIR VALUE
$1.16
$3.14
$3.23
$7.16
$7.39
$10.51
$7.11
$7.03
$8.20
$8.28
EXERCISE
PRICE (i)
$9.13
$14.90
$13.74
$22.89
$22.89
$16.52
$22.89
$36.31
$40.95
$40.95
VESTING DATE
31 August 2015
31 August 2016
31 August 2016
1 September 2017
1 September 2017
1 September 2017
1 September 2017
1 September 2017
31 August 2018
31 August 2018
(i)
The exercise price reduced due to the acquisition of Domino’s Pizza Enterprises Japan and the Capital payment.
35.3 Fair value of share options granted in the year
The weighted average fair value of the options granted during the 2016 year is $8.26 (2015: $7.86). Options were priced using a binominal option pricing
model. Where relevant, the expected life used in the model has been adjusted based on management’s best estimate for the effects of non-transferability,
exercise restrictions and behavioural conditions. Expected volatility is based on the historical share price volatility since listing on 16 May 2005.
Inputs into the model
Grant date share price
Exercise price (ii)
Expected volatility
Option life years (i)
Dividend yield
Risk-free interest rate
OPTION SERIES
SERIES
15
$9.10
$9.13
22.90%
3.31
2.98%
2.73%
SERIES
16
$15.28
$14.90
30.00%
3.42
3.23%
3.05%
SERIES
17
$14.74
$13.74
30.00%
3.42
3.23%
2.97%
SERIES
18
$26.53
$22.89
30.00%
4.40
1.50%
2.74%
SERIES
19
$26.53
$22.89
30.00%
3.30
1.50%
2.56%
SERIES
20
$26.76
$16.52
30.00%
4.10
1.50%
1.85%
SERIES
21
$26.76
$22.89
30.00%
3.10
1.50%
1.80%
SERIES
22
$36.44
$36.31
30.00%
2.70
1.50%
1.89%
SERIES
23
$37.50
$40.95
35.00%
3.49
1.10%
1.90%
SERIES
24
$37.50
$40.95
35.00%
3.49
1.10%
1.90%
(i)
(ii)
This is based on a normal 365-day year.
The exercise price on issue has reduced due to the acquisition of Domino’s Japan and effect of capital return in 2013.
84
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 35.4 Movement in share options in the period
The following share options granted under the ESOP were exercised during the year:
Balance at beginning of the year
Granted during the financial year
Forfeited during the financial year
Exercised during the financial year
Expired during the financial year
Balance at end of the year
Exercisable at end of the year
2016
2015
WEIGHTED
AVERAGE
EXERCISE
PRICE
$
14.58
40.95
30.92
8.38
-
25.27
9.13
NUMBER OF
OPTIONS
2,790,001
884,400
(1,000)
(627,500)
-
3,045,901
189,167
WEIGHTED
AVERAGE
EXERCISE
PRICE
$
10.10
22.42
22.89
5.69
-
14.58
5.83
NUMBER OF
OPTIONS
3,045,901
1,069,250
(44,050)
(939,167)
-
3,131,934
166,667
The following reconciles the outstanding share options granted under the ESOP at the beginning and end of the year:
35.5
Share options exercised during the year
2016
OPTION SERIES
(13) Issued 4 November 2011
(13) Issued 4 November 2011
(15) Issued 15 November 2013
(15) Issued 15 November 2013
(15) Issued 15 November 2013
(15) Issued 15 November 2013
(15) Issued 15 November 2013
(15) Issued 15 November 2013
(14) Issued 7 November 2012
2015
OPTION SERIES
(11) Issued 30 April 2009
(13) Issued 4 November 2011
(13) Issued 4 November 2011
(13) Issued 4 November 2011
(13) Issued 4 November 2011
(13) Issued 4 November 2011
(12) Issued 4 November 2011
NUMBER
EXERCISED
166,667
22,500
80,000
25,000
40,000
57,500
25,000
22,500
500,000
NUMBER
EXERCISED
30,000
25,000
50,000
40,000
25,000
57,500
400,000
EXERCISE DATE
13 August 2015
28 August 2015
31 August 2015
31 August 2015
31 August 2015
31 August 2015
1 September 2015
1 September 2015
6 November 2015
EXERCISE DATE
27 August 2014
1 September 2014
1 September 2014
1 September 2014
1 September 2014
1 September 2014
16 February 2015
SHARE PRICE
AT EXERCISE
DATE ($)
41.13
40.07
39.65
39.65
39.65
39.65
39.86
39.86
47.38
SHARE PRICE
AT EXERCISE
DATE ($)
25.67
25.60
25.60
25.60
25.60
25.60
35.89
85
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 35. SHARE-BASED PAYMENTS (CONTINUED)
35.6 Share options outstanding at end of the year
2016
The share options outstanding at the end of the year consist of:
• 166,667 options with an exercise price of $9.13, and a weighted average remaining contractual life of 0.16 years.
• 600,000 options with an exercise price of $14.90, and a weighted average remaining contractual life of 1.33 years.
• 456,667 options with an exercise price of $13.74, and a weighted average remaining contractual life of 1.16 years.
• 300,000 options with an exercise price of $22.89, and a weighted average remaining contractual life of 4.32 years.
• 319,250 options with an exercise price of $22.89, and a weighted average remaining contractual life of 2.16 years.
• 150,000 options with an exercise price of $16.52, and a weighted average remaining contractual life of 1.08 years.
• 50,500 options with an exercise price of $22.89, and a weighted average remaining contractual life of 1.26 years.
• 37,100 options with an exercise price of $36.31, and a weighted average remaining contractual life of 2.16 years.
• 300,000 options with an exercise price of $40.95, and a weighted average remaining contractual life of 4.32 years.
• 751,750 options with an exercise price of $40.95, and a weighted average remaining contractual life of 3.17 years.
2015
The share options outstanding at the end of the year consist of:
• 189,167 options with an exercise price of $5.83, and a weighted average remaining contractual life of 0.34 years.
• 500,000 options with an exercise price of $8.97, and a weighted average remaining contractual life of 1.34 years.
• 416,667 options with an exercise price of $9.13, and a weighted average remaining contractual life of 1.11 years.
• 600,000 options with an exercise price of $14.90, and a weighted average remaining contractual life of 2.34 years.
• 456,667 options with an exercise price of $13.74, and a weighted average remaining contractual life of 2.11 years.
• 300,000 options with an exercise price of $22.89, and a weighted average remaining contractual life of 5.34 years.
• 343,000 options with an exercise price of $22.89, and a weighted average remaining contractual life of 3.11 years.
• 150,000 options with an exercise price of $16.52, and a weighted average remaining contractual life of 5.34 years.
• 50,500 options with an exercise price of $22.89, and a weighted average remaining contractual life of 3.11 years.
• 39,900 options with an exercise price of $36.31, and a weighted average remaining contractual life of 3.11 years.
36. KEY MANAGEMENT PERSONNEL COMPENSATION
The aggregate compensation made to key management personnel of the Consolidated entity, is set out below:
Short-term employee benefits
Post-employment benefits
Other long-term employee benefits
Termination benefits
Equity settled share-based payments
2016
$
7,709,875
192,428
62,343
-
4,640,090
12,604,736
2015
$
6,654,224
162,611
97,796
-
2,521,565
9,436,196
The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.
Egan & Associates, an independent remuneration consultant is engaged by the Remuneration Committee to ensure that the reward practices and levels
for senior management are consistent with market practice. A statement of recommendation from the remuneration consultant has been received by the
board for the 2016 financial year. Payment of $38,220 (2015: $38,220) has been made to the remuneration consultant for the services provided on the
remuneration recommendation. Additional services provided in the current year were in relation to the issuing of options under the ESOP. No other advice has
been provided by the remuneration consultant for the financial year.
In order to ensure that the remuneration recommendation would be free from undue influence by members of the key management personnel to whom
the recommendation relates to, the board has ensured that the remuneration consultant is not a related party to any member of the key management
personnel. As such, the Board is satisfied that the remuneration recommendation was made free from undue influence by the member or members of the
key management personnel to whom the recommendation relates.
86
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 37. RELATED PARTY TRANSACTIONS
37.1 Other related party transactions
37.1.1 Equity interests in related parties
(i) Equity interest in subsidiaries
Details of the percentage of ordinary shares held
in subsidiaries are disclosed in note 17 to the
financial statements.
(ii) Equity interests in other related parties
There are no equity interests in other related parties.
37.1.2 Transactions with key
management personnel
(i) Key management personnel compensation
Details of key management personnel
compensation are disclosed in note 36 to the
financial statements.
(ii) Loans to key management personnel
There were no loans outstanding at any time
during the financial year to key management
personnel or to their related parties.
All executive share options issued to the directors
and key management personnel were made in
accordance with the provisions of the ESOP. Each
share option converts on exercise to one ordinary
share of Domino’s Pizza Enterprises Limited. No
amounts are paid or payable by the recipient on
receipt of the option.
Further details of the ESOP are contained in note
35 to the financial statements.
(iii) Other transactions with directors of the
Consolidated entity
During 2016 the consolidated entity provided
marketing services to the value of $3,391 to
Pacific Smiles Group Limited which is an entity
related to Grant Bourke. Fees were negotiated
at arms-length and were based on normal
commercial terms and conditions.
In addition to the above, directors and their
related parties purchased goods, which were
domestic or trivial in nature, from the Company
on the same terms and conditions available to
employees and customers.
(iv) Transactions with key
management personnel of Domino’s
Pizza Enterprises Limited
During the financial year, key management
personnel and their related parties purchased
goods, which were domestic or trivial in nature,
from the Company on the same terms and
conditions available to employees and customers.
(v) Transactions with other related parties
Other related parties include:
• associates;
• directors of related parties and their
director-related entities; and
• other related parties.
The wholly-owned Australian entities within the
Consolidated entity are taxed as a single entity
effective from 1 July 2003. The entities in the
tax-consolidated group have not entered into a
tax sharing agreement or tax funding agreement.
Income tax liabilities payable to the taxation
authorities in respect of the tax-consolidated
group are recognised in the financial statements
of the parent entity. Refer to note 17 to the
financial statements for members of the
tax-consolidated group.
The Company provided accounting, marketing,
legal and administration services to entities in
the wholly-owned group during the financial year.
The Company also paid costs on behalf of entities
in the wholly-owned group and subsequently
on-charged these amounts to them.
During the financial year, Domino’s Pizza
New Zealand Limited provided management,
franchisee and store development services to
the Company. Domino’s Pizza New Zealand
Limited also collected debtor receipts on behalf
of the Company.
During the financial year, services were provided
between entities in the group in accordance with
the relevant Service Agreements. All transaction
were at arm’s length.
(vii) Parent entities
Where applicable, details of dividend and interest
revenue from other related parties are disclosed
in note 7 to the financial statements.
The parent entity and the ultimate parent entity
in the Consolidated entity is Domino’s Pizza
Enterprises Limited.
(vi) Transactions within the group
The group includes:
• the ultimate parent entity of the group;
• controlled entities; and
• other entities in the wholly-owned group.
87
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 38. ACQUISITION OF BUSINESSES
NAME OF BUSINESSES ACQUIRED
PRINCIPAL
ACTIVITY
DATE OF ACQUISITION
PROPORTION
OF SHARE
ACQUIRED
(%)
COST OF
ACQUISITION
IN 2016
$’000
COST OF
ACQUISITION
IN 2015
$’000
Acquisition of stores
2016
14 stores in aggregate (AU)
2 stores in aggregate (NZ)
1 store (JPY)
30 stores in aggregate (EUR)
Pizza stores
Pizza stores
Pizza stores
Pizza stores
July - June 2016
July - June 2016
July - June 2016
July - June 2016
100%
100%
100%
100%
6,712
1,109
447
9,265
During the prior year: Significant contract acquisitions for Australia and New Zealand
2015
7 European stores
Pizza stores
July 2014
100%
5,047
During the prior year: Other store acquisitions
2015
11 stores in aggregate (AU)
5 stores in aggregate (NZ)
3 Japan stores (JPY)
3 stores in aggregate (EU)
Pizza stores
Pizza stores
Pizza stores
Pizza stores
July - June 2015
July - June 2015
July - June 2015
July - June 2015
100%
100%
100%
100%
3,840
2,143
483
719
Total store acquisitions during full year ended
17,534
12,232
The above acquisitions relate to stores purchased for the purpose of expanding the operations.
Goodwill arising on acquisition of stores in Europe is expected to be deductible for tax purposes. For the other jurisdictions, Goodwill arising on acquisitions
is not deductible for tax purposes.
The cost of acquisitions comprise cash for all of the acquisitions. In each acquisition, the Consolidated entity has paid a premium for the acquiree as it
believes the acquisitions will introduce additional synergies to its existing operations.
NET ASSETS ACQUIRED
Current assets:
Cash and cash equivalents
Inventories
Non-current assets
Plant & equipment
Net assets
Goodwill on acquisition
FAIR VALUE ON ACQUISITION
2016
$’000
2015
$’000
9
114
123
4,073
4,073
5
58
63
3,315
3,315
4,196
3,378
13,338
17,534
8,854
12,232
Goodwill arose in the business combination as the consideration paid included a premium. In addition, the consideration paid for the stores effectively
included amounts in relation to benefits from expected synergies, revenue growth and future market development. These benefits are not recognised
separately from goodwill as the future economic benefits arising from them cannot be reliably measured.
88
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 39. CASH AND CASH EQUIVALENTS
For the purpose of the statement of cash flows, cash and cash equivalents includes cash on hand and in banks net of outstanding bank overdrafts. Cash
and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the statement of
financial position as follows:
Cash and cash equivalents
39.1 Reconciliation of profit for the period to net cash flows from operating activities
Profit for the year
(Gain) on sale or disposal of non-current assets
Equity settled share-based payments
Depreciation and amortisation
Other
Movement in working capital:
(Increase)/decrease in assets:
Trade and other receivables
Inventories
Other current assets
Increase/(decrease) in liabilities:
Trade and other payables
Provisions
Tax liability
Deferred tax balances
Net cash generated from operating activities
2016
$’000
60,334
60,334
2016
$’000
86,590
(9,660)
5,884
38,129
3,671
124,613
(17,216)
(3,469)
(5,239)
17,142
(500)
(295)
13,435
128,472
2015
$’000
43,174
43,174
2015
$’000
68,421
(6,375)
2,645
27,480
3,366
95,537
(7,217)
(543)
(413)
8,047
1,676
8,286
665
106,038
Included in the movement of other financial assets are non-cash transactions of $9.5m (2015: $8.5m) for loans to Franchisees.
39.2 Businesses acquired
Acquisition of stores
During the financial year, 47 businesses were acquired in Australia, New Zealand, Japan and Europe (2015: 29 businesses). The net cash outflow on
acquisition in the financial statements was $16,764 thousand (2015: $12,232 thousand).
39.3 Non-cash financing and investing activities
During the current financial year, the Consolidated entity acquired $6.1 million under finance lease (2015: $3.1 million).
40. OPERATING LEASE ARRANGEMENTS
40.1 Leasing arrangements
Operating leases relate to both property leases with lease terms of between five and ten years, the majority of which have an option to renew for a further
five-year period, and motor vehicles with lease terms of three years. All store related operating lease contracts contain market review clauses in the event
that the Consolidated entity exercises its options to renew. The Consolidated entity does not have an option to purchase the leased asset at the expiry of the
lease period.
40.1.1 Non-cancellable operating lease commitments
Not longer than 1 year
Longer than 1 year and not longer than 5 years
Longer than 5 years
2016
$’000
53,685
126,194
51,517
231,396
2015
$’000
43,924
95,331
36,817
176,072
89
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 40. OPERATING LEASE ARRANGEMENTS (CONTINUED)
In respect of non-cancellable operating leases the following liabilities have been recognised:
Current
Make good (note 25)
Non-current
Straight line leasing (note 25)
Make good (note 25)
41. COMMITMENTS FOR EXPENDITURE
41.1 Capital expenditure commitments
Plant & Equipment
2016
$’000
2015
$’000
192
25
183
2,339
2,714
168
2,779
2,972
2016
$’000
2015
$’000
4,603
553
41.2 Lease commitments
Finance lease liabilities and non-cancellable operating lease commitments are disclosed in note 28 and 40 to the financial statements.
42. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
42.1 Contingent liabilities
Guarantees - franchisee loans and leases
2016
$’000
2015
$’000
5,463
5,984
Included above are guarantees provided to third party financial institutions in relation to franchisee loans. This is a contingent liability representing the
amounts guaranteed in respect of franchisees that would not, without the guarantee, have been granted the loans. The directors believe that if the
guarantees are ever called on, the Company will be able to recover the amounts paid upon disposal of the stores.
Guarantees – parent entity guarantee over subsidiary borrowings
2016
$’000
2015
$’000
7,426
7,250
Included above are guarantees provided by the Company to third party financial institutions in relation to borrowings of the European subsidiary.
Other
Set out below are details of significant claims against the Consolidated entity. The Company believes that no provision is required as it is not probable that a
sacrifice of future economic benefit will be required or the amount is not capable of reliable measurement.
Speed Rabbit Pizza
There are various separate French legal proceedings by a competitor, Speed Rabbit Pizza (SRP) against subsidiary, Domino’s Pizza France (DPF) (the main
claim) and seven SRP franchisees against DPF and the relevant DPF franchisees (the local claims). The allegations are that DPF and its franchisees breached
French laws governing payment time limitations and lending, thereby giving DPF and its franchisees an unfair competitive advantage. SRP claimed significant
damages for impediment of the development of its franchise network, lost royalty income from SRP franchisees and harm to SRP’s image. DPF and its
franchisees denied liability and vigorously defended the claims. On 7 July 2014 the Court handed down its decision in the main claim, as well as in five of the
local claims. All of the claims of SRP and the relevant SRP franchisees were dismissed. SRP has filed an appeal to these decisions which is scheduled to be
heard on 17 February 2017. The two remaining local claims have yet to be heard at first instance.
Pizza Sprint
Shortly before year end, the Consolidated entity became aware of a legal matter in relation to Fra-Ma Pizz SAS, the Pizza Sprint entity acquired in France in 2016.
The Consolidated entity is currently assessing its legal position on this matter, as the claim is in relation to alleged practices predating the acquisition and will
therefore be considered as part of finalisation of acquisition accounting. Refer note 46 for provisional accounting considerations in respect of the acquisitions.
90
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued 43. REMUNERATION OF AUDITORS
43.1 Auditor of the parent entity
Audit or review of the consolidated financial statements
- other asssurance services
- other advisory services
43.2 Network firm of parent entity auditor
Audit of the financial statements:
Europe
Japan
Other non audit services - Europe - transaction services
- Europe - taxation compliance services
- Japan - transaction services
2016
$
365,285
10,000
109,775
485,060
319,126
252,054
-
30,922
45,698
647,800
2015
$
266,084
7,500
30,000
303,584
178,059
195,689
201,034
53,848
5,026
633,656
The auditor of Domino’s Pizza Enterprises Limited is Deloitte Touche Tohmatsu.
44. EVENTS AFTER THE REPORTING PERIOD
On 15 August 2016, the directors declared a final dividend for the financial year ended 03 July 2016 as set out in note 33.
Other than the matters discussed above and in note 42 relating to SRP, there has not arisen in the interval between the end of the financial year and the date
of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the
operations of the Consolidated entity, the results of those operations, or the state of affairs of the Consolidated entity, in future financial years.
45. PARENT ENTITY INFORMATION
45.1 Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilites
Total liabilities
Equity
Issued capital
Retained earnings
Reserves
Equity-settled share-based benefits
Hedging
Total equity
2016
$’000
58,995
609,874
668,869
46,175
303,335
349,510
2015
$’000
35,745
389,236
424,981
35,141
123,214
158,355
248,554
70,507
198,291
51,138
7,915
(7,617)
319,359
15,706
1,491
266,626
91
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued
45. PARENT ENTITY INFORMATION (CONTINUED)
45.2 Financial performance
Profit for the year
Other comprehensive income
Total comprehensive income
2016
$’000
73,548
(13,297)
60,251
2015
$’000
47,090
423
47,513
45.3 Contingent liabilities of the parent entity
Guarantees are provided to third party financial institutions in relation to franchisee loans. The amount disclosed as a contingent liability represents
the amounts guaranteed in respect of franchisees that would not, without the guarantee, have been granted the loans. The directors believe that if the
guarantees are ever called on, the Company will be able to recover the amounts paid upon disposal of the stores.
46. ACQUISITION OF SUBSIDIARIES
Acquisition of Pizza Sprint
On the 26 January 2016, the Consolidated entity acquired 100% interest of Pizza Sprint. Pizza Sprint is a chain of 89 pizza stores in France, comprising
12 corporate stores and 77 franchise stores. This acquisition is expected to reinforce DPE’s position as the largest pizza chain in the French market. The
acquisition was funded through debt raising.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are set out in the table below.
BOOK VALUE
$’000
FAIR VALUE
ADJUSTMENT
$’000
FAIR VALUE
ON
ACQUISITION
$’000
4,700
2,800
1,192
1,679
303
99
(3,564)
(1,101)
-
6,108
-
-
(310)
(734)
47,134
-
(484)
-
(15,117)
30,489
4,700
2,800
882
945
47,437
99
(4,048)
(1,101)
(15,117)
36,595
55,663
(36,595)
19,068
51,816
3,847
55,663
51,816
(4,700)
47,116
Cash and cash equivalents
Trade and other receivables
Other current assets
Property, plant & equipment
Other intangible assets
Other non-current financial assets
Trade and other payables
Non-current borrowings
Deferred tax liabilities
Total identifiable assets
Total consideration
Less Identifiable assets
Goodwill
Total consideration
Cash
Contingent consideration
Total consideration
Net cash outflow arising on acquisition
Cash consideration
Less: cash and cash equivalent balances acquired
92
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued The initial accounting for the acquisition of Pizza
Sprint has only been provisionally determined
at the end of the reporting period. At the date
of finalisation of the consolidated financial
statements, the necessary market valuations
and other calculations had not been finalised
and have therefore only been provisionally
determined based on the directors’ best estimate
of the likely fair values.
Contingent consideration has been provided to
the vendors of a maximum of 3.5 million based
on the conversion of Pizza Sprint franchises to
Dominos franchises. $3.9 million (2.5 million)
represents the estimated fair value of this
obligation at the acquisition date.
Shortly before year end, the Consolidated entity
became aware of a legal matter in relation to
Fra-Ma Pizz SAS, the Pizza Sprint acquired
entity. The Consolidated entity is currently
assessing its legal position on this matter, as the
claim is in relation to alleged practices predating
the acquisition and will therefore be considered
as part of finalisation of acquisition accounting.
No provision has been recognised in the above
provisional acquisition accounting.
Acquisition-related costs amounting to
$1,890 thousand have been excluded from
the consideration transferred and have been
recognised as an expense in the consolidated
profit and loss in the current year within the
‘acquisition and integration related costs’ line
item. The revenue and results from continuing
operations has been included in the Europe
segment in Note 6.
The fair value of the receivables is the same
as the carrying amount and there were no
uncollectible amounts recorded.
Goodwill arose in the acquisition because the
cost of the combination included a control
premium. In addition, the consideration paid for
the combination effectively included amounts
in relation to the benefit of expected synergies,
revenue growth, future market development
and the assembled workforce of Pizza Sprint.
These benefits are not recognised separately
from goodwill because they do not meet the
recognition criteria for identifiable intangible
assets. No amount of goodwill is expected to be
deductible for income tax purposes.
Impact of acquisitions on the results of the
Consolidated group.
Included in the profit for the year is $309
thousand attributable to the acquisition of Pizza
Sprint. This profit was impacted by acquisition
and integration related costs. Revenues for the
year includes $9,201 thousand in respect of
Pizza Sprint. The Pizza Sprint results exclude
profit and revenues from stores that have been
converted to Domino’s.
Acquisition of Joey’s Pizza
On 2 February 2016, the Consolidated entity
through its 66.7% controlled joint venture
company Daytona JV (UK) Limited (Daytona)
acquired 100% of the issued share capital of
interest in Joey’s Pizza (Joey’s Pizza). Joey’s Pizza
is the largest pizza chain in Germany with a store
network of 212 stores, comprising 209 franchise
stores and 3 corporate owned stores. This
acquisition is expected to provide the Consolidated
entity with substantial growth into the future. The
acquisition was funded through both debt and
issue of equity securities. The remaining 33.3%
of Daytona is owned by UK-listed Domino’s Pizza
Group plc (DPG), refer to note 32.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are set out in the table below, which is on a 100% basis.
BOOK VALUE
$’000
3,172
5,348
3,428
610
363
1,375
(8,772)
(1,257)
(1,046)
-
3,221
Cash and cash equivalents
Trade and other receivables
Other current assets
Property, plant & equipment
Other non current assets
Other intangible assets
Trade and other payables
Current tax liabilities
Other financial liabilities
Deferred tax liabilities
Total identifiable assets
Total consideration
Less Identifiable assets
Goodwill
Total consideration:
Cash
Equity issued (i)
Contingent consideration (ii)
Total consideration transferred
Net cash outflow arising on acquisition
Cash consideration
Less: cash and cash equivalent balances acquired
(i)
Represents 148,206 DPE share issued at market rate on date of acquisition.
(ii) Net cash outflow on acquisition of subsidiaries includes cash consideration and contingent consideration converted at relevant foreign currency rate at date of payment.
FAIR VALUE
ADJUSTMENT
$’000
FAIR VALUE
ON
ACQUISITION
$’000
-
(46)
-
-
-
106,891
(734)
(49)
-
(34,207)
71,855
3,172
5,301
3,428
610
363
108,266
(9,505)
(1,306)
(1,046)
(34,207)
75,076
124,272
(75,076)
49,196
62,649
9,081
52,542
124,272
62,649
(3,172)
59,477
93
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED NOTES TO THE FINANCIAL STATEMENTS continued 47. APPROVAL OF
FINANCIAL STATEMENTS
The financial statements were approved by the
Board of Directors and authorised for issue on
15 August 2016.
Impact of acquisitions on the results of the
Consolidated group.
Included in the profit for the year is
$2,882 thousand loss attributable to acquisition
of Joey’s Pizza. This loss was impacted by
acquisition and integration related costs.
Revenues for the year includes $24,560
thousand in respect of Joey’s Pizza.
Market Access Fee & acquisition of Master
Franchise Rights
As part of the joint venture arrangement with
DPG, the consolidated entity has agreed to pay
a maximum of 25 million as compensation for
DPG to forfeit 66.6% of their exclusive rights to
the German market and entry into a new Master
Franchise Agreement for Germany.
The market access fee liability and asset
has been excluded from the above business
combinations as this was separate to the Joey’s
Pizza sale and purchase agreement. The market
access fee has been treated as a separate asset
acquisition, refer to note 20.
46. ACQUISITION OF SUBSIDIARIES
(CONTINUED)
The initial accounting for the acquisition of
Daytona has only been provisionally determined
at the end of the reporting period, with the
intangible assets and associated liabilities to be
confirmed. At the date of finalisation of these
consolidated financial statements, the necessary
market valuations and other calculations had not
been finalised (as well as associated tax impacts)
and have therefore only been provisionally
determined based on the director’s best estimate
of the likely fair values.
Contingent consideration has been provided
to the vendors of a maximum of 34 million
based on the conversion of Joey’s franchises to
Dominos franchises. All contingent consideration
was paid by 03 July 2016.
Acquisition related costs to date amount to $3,160
thousand and have been included as an expense in
profit or loss in the full-year within the acquisition
and integration related costs. The revenue and
results from continuing operations has been
included in the Europe segment in Note 6.
The above represents the fair value of the
receivables and there were no uncollectible
amounts recorded.
Goodwill arose in the acquisition because the
cost of the combination included a control
premium. In addition, the consideration paid for
the combination effectively included amounts
in relation to the benefit of expected synergies,
revenue growth, future market development and
the assembled workforce of Joey’s Pizza. These
benefits are not recognised separately from
goodwill because they do not meet the recognition
criteria for identifiable intangible assets.
94
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITEDNOTES TO THE FINANCIAL STATEMENTS continued ADDITIONAL SECURITY EXCHANGE INFORMATION
as at 29 July 2016
NUMBER OF HOLDERS OF EQUITY SECURITIES
Ordinary share capital
• 87,648,158 fully paid ordinary shares are held by 7,353 individual shareholders.
• All issued ordinary shares carry one vote per share, however partly paid shares do not carry the rights to dividends.
Options
• 3,121,934 options are held by 89 individual option holders.
• Options do not carry a right to vote.
Distribution of holders of equity securities
FULLY PAID
ORDINARY
SHARES
PARTLY PAID
ORDINARY
SHARES
CONVERTING
CUMULATIVE
PREFERENCE
SHARES
REDEEMABLE
PREFERENCE
SHARES
CONVERTING
NON-
PARTICIPATING
PREFERENCE
SHARES
CONVERTIBLE
NOTES
OPTIONS
27
106
115
1,057
6,048
7,353
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5
6
9
36
33
89
100,001 and over
10,001 – 100,000
5,001 – 10,000
1,001 – 5,000
1 – 1,000
Substantial shareholders
ORDINARY SHAREHOLDERS
NUMBER
PERCENTAGE
NUMBER
PERCENTAGE
Somad Holdings Pty Ltd
FIL Investment Management (Australia) Limited and FIL Limited
Hyperion Asset Management Limited
23,050,966
10,553,244
7,918,045
41,522,255
26.30%
12.04%
9.03%
47.37%
-
-
-
-
-
-
-
-
FULLY PAID
PARTLY PAID
95
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED
ADDITIONAL SECURITY EXCHANGE INFORMATION
as at 29 July 2016 - continued
TWENTY LARGEST HOLDERS OF QUOTED EQUITY SECURITIES
ORDINARY SHAREHOLDERS
NUMBER
PERCENTAGE
NUMBER
PERCENTAGE
FULLY PAID
PARTLY PAID
SOMAD HOLDINGS PTY LTD
J P MORGAN NOMINEES AUSTRALIA LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
NATIONAL NOMINEES LIMITED
RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED
CITICORP NOMINEES PTY LIMITED
BNP PARIBAS NOMS PTY LTD
MR DONALD JEFFREY MEIJ
MRS ESME FRANCESCA MEIJ
MR GRANT BRYCE BOURKE
MR GRANT BRYCE BOURKE & MRS SANDRA EILEEN BOURKE
MR DONALD JEFFREY MEIJ
CITICORP NOMINEES PTY LIMITED
MR ANDREW CHARLES RENNIE
BNP PARIBAS NOMINEES PTY LTD
SUCCESS PIZZAS PTY LTD
CLYDE BANK HOLDINGS (AUST) PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
PIZZA PEOPLE ENTERPRISES PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
23,050,966
18,498,936
14,601,388
6,281,112
4,577,041
3,597,636
1,663,370
900,000
814,280
718,523
718,516
569,868
517,655
509,742
397,017
340,149
308,296
281,481
280,000
259,540
78,885,516
26.30%
21.11%
16.66%
7.17%
5.22%
4.10%
1.90%
1.03%
0.93%
0.82%
0.82%
0.65%
0.59%
0.58%
0.45%
0.39%
0.35%
0.32%
0.32%
0.30%
90.00%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
96
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED GLOSSARY
ASIC means the Australian Securities
& Investments Commission.
Earnings Per Share or EPS means NPAT
divided by the total number of Shares on issue.
Registry means Link Market
Services Pty Limited.
Same Store Sales Growth means comparable
growth in sales across those stores that were in
operation at least 12 months prior to the date of
the reported period.
Share means any fully paid ordinary share in the
capital of the Company.
Underlying EBITDA and Underlying NPAT
for 2016 exclude transaction and integration
related costs associated with the acquisition
and one-off costs relating to the relation of the
Paris Commissary.
ASX means Australian Securities Exchange
Limited (ABN 98 008 624 691).
EBIT means earnings before interest expense
and tax.
Australian Store Network means the network
of Corporate Stores and Franchised Stores
located in Australia.
Board or Board of Directors or Directors
means the Board of Directors of the Company.
CAGR means Compound Annual Growth Rate.
Capital Reduction means the selective
reduction of capital described in
Section 11.4 of the prospectus.
Company or Consolidated entity means
Domino’s Pizza Enterprises Limited
(ACN 010 489 326).
Corporate Store means a Domino’s Pizza store
owned and operated by the Company.
Corporate Store Network means the network
of Corporate Stores.
Corporations Act means the
Corporations Act 2001 (Clth).
Directors means the Directors of the Company
from time to time.
Director and Executive Share and Option Plan
or ESOP means the Domino’s Pizza Director and
Executive Share and Option Plan summarised in
note 35 to the financial statements.
Domino’s means the Domino’s Pizza brand and
network, owned by Domino’s Pizza, Inc.
Domino’s Pizza means the Company and each
of its subsidiaries.
EBITDA means earnings before interest expense,
tax, depreciation and amortisation.
Existing Store Sales Growth means sales
growth of stores that have been trading for
54 weeks or more.
European Same Store Sales Growth
means comparable growth in sales across
those European stores that were in operation
at least 12 months prior to the date of the
reported period.
Franchised Store means a pizza store
owned and operated by a Franchisee and
Franchise Network means the network of
Franchised Stores.
Franchisees means persons and entities
who hold a franchise from the Company to
operate a pizza store under the terms of a
sub-franchise agreement.
Listing Rules means the Listing Rules
of the ASX.
Network or Domino’s Pizza Network or
Network Stores means the network of
Corporate Stores and Franchised Stores.
Network Sales means the total sales
generated by the Network.
New Zealand Network means the network of
Corporate Stores and Franchised Stores located
in New Zealand.
NPAT means net profit after tax.
Domino’s Pizza Stores means Corporate Stores
and Franchised Stores.
Related Bodies Corporate has the meaning
given to it by section 50 of the Corporations Act.
DPE Limited means Domino’s Pizza
Enterprises Limited (ACN 010 489 326)
97
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED
CORPORATE DIRECTORY
DIRECTORS
Jack Cowin
Non-Executive Chairman
Jack has extensive experience in the quick
restaurant service industry and is the founder
and Executive Chairman of Competitive Foods
Australia Pty Ltd. Competitive Foods was
founded in 1969 and owns and operates over
350 Hungry Jack’s fast food restaurants in
Australia, while also operating several food
manufacturing plants for the supermarket and
food service industries. Jack holds a Bachelor of
Arts from the University of Western Ontario.
Ross Adler
Non-Executive Deputy Chairman
Ross has held numerous Directorships including
Non-Executive Director of the Commonwealth
Bank of Australia from 1991 to 2004 and
Director of Telstra from 1995 to 2001. His other
appointments include Chief Executive Officer
of Santos Limited from 1984 to 2000 and
Chairman of AUSTRADE from 2001 to 2006.
Ross is currently Executive Chairman of Amtrade
International Pty Ltd and holds a Bachelor of
Commerce from Melbourne University as well as
an MBA from Columbia University.
Grant Bourke
Non-Executive Director
Grant joined Domino’s Pizza in 1993 as a
franchisee and in 2001 sold his eight stores
to Domino’s Pizza. In 2001, Grant became a
Director for Domino’s Pizza and from 2001 to
2004 he managed the Company’s Corporate
Store Operations. In July 2006, Grant was
appointed Managing Director, Europe. Grant has
been a Non-Executive Director since September
2007. Grant holds a Bachelor of Science (Food
Technology) from the University of NSW and an
MBA from The University of Newcastle.
Paul Cave
Non-Executive Director
Paul is the Chairman and Founder of
BridgeClimb, which he started in 1998.
Paul and the BridgeClimb business have been
highly recognised by the tourism and business
community in Australia. Made a Member of
the Order of Australia, in the Queen’s Birthday
Honours 2010, for his services to the tourism
industry. Awarded the National Entrepreneur
of the Year (Business Award) in 2001, and the
Australian Export Heroes Award in 2002-03.
Worked in marketing and general management
roles for B&D Roll-A-Door and also founded the
Amber Group in 1974, which he sold in 1996.
Director of Chris O’Brien Lifehouse at RPA, and
founding Director of InterRisk Australia Pty Ltd.
Paul holds a Bachelor of Commerce from the
University of NSW.
Lynda O’Grady
Non-Executive Director
Lynda has extensive experience in executive
roles in IT, telecommunications and media
organisations including Executive Director and
Chief of Product at Telstra and Commercial
Director of the publishing division of PBL. She is
a Fellow of the Australian Institute of Company
Directors and is Chair of the Aged Care Financing
Authority. Lynda holds a Bachelor of Commerce
(Hons) from the University of Queensland.
Don Meij
Group Chief Executive Officer / Managing Director
Don started as a delivery driver in 1987 and
held various management positions with Silvio’s
Dial-a-Pizza and Domino’s Pizza until 1996.
Don then became a Domino’s Pizza franchisee,
owning and operating 17 stores before selling
them to Domino’s Pizza in 2001. At that time,
Don became Chief Operating Officer and Group
Chief Executive Officer / Managing Director in
2002. Don was Ernst & Young’s Australian
Young Entrepreneur of the Year in 2004.
COMPANY SECRETARY
Mr C.A. Ryan BA LLB LLM AGIS
REGISTERED OFFICE
Domino’s Pizza Enterprises Ltd
ABN 16 010 489 326
KSD1, L5
485 Kingsford Smith Drive
Hamilton
Brisbane QLD 4007
Tel: +61 (7) 3633 3333
PRINCIPAL ADMINISTRATION OFFICE
KSD1, L5
485 Kingsford Smith Drive
Hamilton
Brisbane QLD 4007
Tel: +61 (7) 3633 3333
AUDITORS
Deloitte Touche Tohmatsu
Level 25, Riverside Centre
123 Eagle Street
Brisbane QLD 4000
SOLICITORS
Thomson Geer Lawyers
Level 16, Waterfront Place
1 Eagle Street
Brisbane QLD 4000
DLA Piper Australia
Level 9,
480 Queen Street
Brisbane QLD 4000
SHARE REGISTRY
Link Market Services Limited
Level 15, 324 Queen Street
Brisbane QLD 4000
Tel: 1300 554 474 (in Australia)
Tel: +61 (0) 2 8280 7111 (overseas)
SECURITIES EXCHANGE
Domino’s Pizza Enterprises Limited shares are
listed on the Australian Securities Exchange
ASX CODE
DMP
WEBSITE ADDRESS
dominos.com.au
98
2016 ANNUAL REPORT DOMINO’S PIZZA ENTERPRISES LIMITED
DOMINO’S PIZZA ENTERPRISES LIMITED
ACN 010 489 326
Level 5 KSD1 485 Kingsford Smith Drive Hamilton QLD 4007
TELEPHONE +61 (0) 7 3633 3333
DOMINOS.COM.AU
DOMINOSPIZZA.CO.NZ
DOMINOSPIZZA.BE
DOMINOS.NL
DOMINOS.FR
DOMINOS.DE
DOMINOS.JP
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