FY19 Appendix 4E Annual Report
FY19 Appendix 4E Annual Report
FY19 Appendix 4E Annual Report
PERCENTAGE AMOUNT
CHANGE % $’ MILLION
Profit from ordinary activities after tax attributable to members Down 4.6% to 115.9
Net profit attributable to members Down 4.6% to 115.9
Dividends
Final dividend in respect of full year ended 30 June 2019 - Payable 12 September 2019 52.8 100%
Record date for determining entitlements to the final dividend - 28 August 2019
ADDITIONAL INFORMATION
This report is based on accounts which have been audited. The audit report, which was unqualified, is included within the Annual Financial
Report which accompanies this Appendix 4E. Additional Appendix 4E disclosure requirements can be found in the Annual Financial Report.
domino’s pizza enterprises LIMITED annual report 2019
No bo dy d e l iv e r s like D o m in o ’s
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CONTENTS Chairman’s Message
CEO’s Report
Performance Highlights
Project 3-10
5
6
8
9
Australia
Australia & New Zealand Overview with CEO 10
Australia & New Zealand 2019 Highlights & Achievements 11
Australia & New Zealand Food Innovation 13
Australia & New Zealand Digital Innovation 15
Australia & New Zealand Operational Excellence 17
Australian Franchisee Case Study: Dave Burness 18
New Zealand Franchisee’s Case Study: Kaeyden and Liam Stops 20
Japan
Japan Overview with CEO 22
Japan 2019 Highlights & Achievements 23
Japan Food Innovation 24
Japan Digital Innovation 26
Japan Operational Excellence 27
Japanese Franchisee Case Study: Kazuya Fukumoto 28
Europe
Europe Overview with CEO 30
Europe 2019 Highlights & Achievements 31
Europe Food Innovation 32
Europe Digital Innovation 34
Europe Operational Excellence 36
French Franchisee Case Study: Tahar Chelli 38
German Franchisee Case Study: Philipp Servo 40
Corporate Responsibility 42
- Our People 45
- Our Community 53
- Our Environment 58
- Our Food 60
DIRECTORS’ REPORT 66
FINANCIAL REPORT 94
COWIN
important decisions for the future. communities. From disaster relief to local
doughraisers for community groups and
This year, Domino’s expanded our footprint, supporting educational scholarships,
and future potential, acquiring the rights to through to making meaningful progress
expand into Denmark and Luxembourg, towards reducing our impact on the local
with the first stores in Denmark already environment – Domino’s is committed to
opened. being a good neighbour as well as a great
company.
Our Company has expectations for
ongoing growth as we work to open more Our people are essential to our future.
stores closer to our customers. Now, as The board is confident we have the
the exclusive master franchisee for the people, culture and management depth
Domino’s brand in nine countries, on three to deliver on our growth ambitions. The
continents, with a combined population of franchisees featured in this report speak
more than 340 million people, we have a multiple languages, but in one voice – they
significant opportunity. are investing in our people and nurturing
the future franchisees and leaders of our
We are committed to building out this business. Our history is one of developing
opportunity in all regions, investing in our leaders from within, from store managers
most successful store managers and through to franchisees and executives.
franchisees, those who are eager to take Most recently, the benefits of this
on their first Domino’s store or to expand approach are being demonstrated by the
their existing, successful businesses. In executives and CEOs appointed in the
addition, we are strategically opening past two years in Europe and Asia. Their
more corporate stores to expand our decades of Domino’s experience, and deep
footprint. This strategy helps our understanding of our business and people,
customers, our team members and are already showing in the results they are
our shareholders, as we leverage the delivering.
benefits of scale in procurement,
marketing and operations. I anticipate that the next CEO of our
business is already a Domino’s employee,
The board is also committed to the and the subsequent CEO may already
prudent use of capital in support be delivering our pizzas somewhere in
of this strategy, the success the world, perhaps even working for a
of which can be seen in the franchisee featured within.
returns to our shareholders.
I am pleased that our Domino’s Pizza Enterprises is a business
dividend to shareholders with a bright future, and I am pleased to
will increase again this report on our progress so far.
year, by +7.1% to 115.5c
per share. In the past Jack Cowin
three years, Domino’s Chairman
Pizza Enterprises Ltd’s
dividend has increased
at a compound annual
growth rate of +16.3%.
don meij
This financial year Domino’s Pizza remained strong at $84.9m. Every more opportunities to buy existing
Enterprises Ltd’s long-term vision to team member in Domino’s, from those stores new store openings were
create a truly global business – backed working in stores through to the global muted with 21 newly built stores – but
by the support of our shareholders to leadership team, is Hungry to be Better we achieved a milestone with the
invest in this vision – delivered a strong – continually innovating to improve our opening of Australia’s 700th store. ANZ
financial performance at a group level. digital platforms, our menus, and our underlying EBITDA declined by 4% to
Through the strategic acquisitions of operations. It is this approach that lifted $127.9m, with positive Same Store Sales
new markets, particularly in the past sales across our group on a Same Store growth of +2.4%.
six years entering Japan and Germany, Sales basis by +3.6%. I am very pleased
Domino’s now has a diversified with the performance of management Japan
portfolio of businesses that spans and team members in each region who Our Japan operations performed very
a range of market penetration and have contributed to this performance. strongly this year, with new products
maturity. We remain confident in the building out our barbell menu strategy.
ongoing growth opportunity in all of the Australia/New Zealand This provided new value offerings to
markets in which we operate. Our digital platforms in Australia/New balance our existing premium ranges,
Zealand saw record usage, selling more that have resonated with customers.
With a record underlying EBIT of than 2 million pizzas and sides in one This lifted total network sales by +22.2%
$220.8 million, an increase of +7.2%, week. New products, including our Extra to $591.4m, an increase of +8.4% on a
this strategy has also shown its Large (XL) range, helped deliver value Same Store Sales basis.
resilience. Domino’s has demonstrated for customers and franchisees.
it is a global, portfolio business that can Under new leadership, our digital, menu
continue to grow despite short-term, We continue to invest in helping and operational initiatives are having
local conditions in individual markets. franchisees understand the a positive impact. This has provided
Online sales (increasing +18.2% to $1.9 opportunities for growing profitability renewed confidence in the outlook
billion), delivered total global food sales in their business, as well as in Co- for our business in Japan, heightening
of $2.9 billion (+11.9%). As part of this Pilot initiatives that deliver in-store our expectations of the capacity for
long-term view we provided an outlook efficiencies and associated savings. more Domino’s stores. This Financial
at a group level that, for the next three We recognise our responsibility as one Year we opened an additional +81
to five years, each year we would lift of Australia’s largest franchisors, and stores, passing key milestones of 550
sales by between 3% and 6% on a Same are reviewing the recommendations and 600 stores. The success of this
Store basis, open between 7% and 9% of the Joint Parliamentary inquiry approach has supported our long-
of our network in new stores, with net into franchising to determine which term expectations for our network,
Capex of $60 - $70m. recommendations we can adapt to which have increased from 850 stores
improve our business, even before to 1000 stores.
This year we opened 179 new Domino’s these recommendations are finalised
stores and successfully converted and codified in regulation. I commend this report to you and, on
the remaining Hallo Pizza stores in behalf of the leadership team, thank
Europe to the Domino’s brand. The We made some important decisions for all of our employees, franchisees and
conversion of the former Hallo Pizza the long-term, including strengthening team members for their significant
stores in Germany was, as expected, a our franchisee group by purchasing achievements this year.
large contribution to one-off costs of back some stores into our corporate
$47.4m. Nonetheless, free cash flow network. Because franchisees have
Online Sales
$1,942.9m (+18.2%)
NEW ORGANIC
STORES OPENED
Acquired 179
Luxembourg
and Denmark
UNDERLYING EBIT
$220.8M (+7.2%)
UNDERLYING EPS
165.0 CPS
EUROPE JAPAN
825 105.6m
STORES PIZZAS SOLD
GLOBAL
PROJECT 3TEN
Across three continents, Domino’s than five minutes from the time of Why are records
Pizza Enterprises offers customers order – was considered impossible. important?
unique menu items and ingredients Records show all of our stores what
tailored to local tastes. But worldwide The Groningen Floresstraat store in is possible. By setting records, we
there is one constant – every customer the Netherlands took up the challenge, challenge the status quo and discover
wants their pizza made fresh and hot setting a new benchmark of 3 minutes new and innovative ways to do things.
out of the oven. Throughout our history and 36 seconds. A new, ‘unbeatable’ This drives our business forward and
we have worked hard to deliver on this. benchmark. allows us to push the boundaries of
what’s possible for our customers.
Our goal is to prepare a hot,
freshly made pizza ready How do we make it
for carry-out within three happen?
minutes, or safely delivered The single most important
to our customer’s door within change we can make in our
ten minutes. Project 3TEN stores, is attitude. Investments
is our strategy to deliver in new technology and
on this goal, everything operational improvements
from developing world- are important, but our ability
first technology initiatives, to deliver on Project 3TEN
and increasing training for first requires leadership from
team members, through to our franchisees and store
opening even more stores
closer to our customers. WORLD RECORD DELIVERIES managers.
Why is Project
Groningen Floresstraat STORE To foster this attitude, Domino’s
Pizza Inc filmed a world record
3TEN so NETHERLANDS attempt in the Groningen
important?
JULY 2018 Floresstraat store. Domino’s has
When our customers are
now shared this documentary
hungry, they’re hungry now. 3 MINUTES, 36 SECONDS
as a central part of training and
development roadshows in all
We know from our research ---------- of our regions. Store managers
that time is the enemy of
are challenged to implement
food. The longer it waits, YOTSUYA STORE the proven tactics to reduce
the lower the customer
JAPAN delivery times in a phased
s a t i s f a c ti o n, whi ch
approach.
significantly decreases NOVEMBER 2018
after 20 minutes. Our data 2 MINUTES, 38 SECONDS These phases include steps
shows stores with faster such as utilising Domino’s
delivery times have higher predictive ordering, increasing
customer satisfaction scores; that That is, until the Yotsuya store in Japan the number of e-bike deliveries, and
their customers are more likely to took up the challenge and beat it – having ‘runners’ in peak periods taking
recommend Domino’s to loved ones; setting a new world record for delivery, pizzas out to waiting delivery experts.
and that they record higher sales, with a safe delivery time of 2 minutes Upgrading stores to faster ovens does
including through increased order and 38 seconds for an entire week. reduce cooking and delivery times, but
frequency. That’s a freshly made pizza ordered and Domino’s has found more time savings
delivered to your door almost before can be found simply by eliminating the
Domino’s Pizza Enterprises believes you’ve put down your phone. time meals wait for an available driver.
Project 3TEN is central to delivering on
our customers’ expectations, and our Every Domino’s region is now looking But the largest barrier still remains
future growth. at what is possible, setting their sights the distance from our kitchens to our
on new regional records, with Australia customers, which means to have the
“How did they do that?” targeting the first sub-six minute store fastest, freshest pizzas going out the
This has been a year of breaking in 2019. door at all times, we need to open
records. A five minute store – able to
more stores in every country in which
deliver all week at an average of less
we operate.
AUSTRALIA & NEW Zealand overview WITH CEO
NICK KNIGHT
Every hard working member of the It is not enough to be Australia and New
Domino’s team in Australia and New Zealand’s leading pizza company; to
Zealand should be proud of the be better we must continuously
achievements they have made this year. listen to our customers and
deliver an experience that is
While Australia has seen a number of rewarding. That is why we are
retailers reduce their footprints or close so excited about the launch
their doors, Domino’s has grown our of DOM Pizza Checker, which
network, our share of the pizza market, we believe is an essential tool for
and our share of the fast food business. our team members committed to
That result is due to the team members delivering the best pizzas for
working across our business, especially our customers every
those who put on their Domino’s uniform day.
every day.
We will continue
Every decision we made this year in to deliver on this
Australia and New Zealand was because commitment in the
we are Hungry to be Better. Whether we next 12 months.
have looked for incremental benefits
with the launch of a unique limited time Nick Knight
dessert, or a more expansive launch ANZ CEO
such as the Extra Large pizza range, our
goal is to deliver value for our customers,
improved franchisee profitability, and a
better business for our investors.
2019 highlights
& achievements
DOM Pizza
Checker
a world first
technology to
check the quality of
each pizza; helping
team members make
and bake pizzas to
perfection.
Developed a new size (Extra Large) Provided more data and support
for franchisees, launching 700th Australian Domino’s store,
that delivers customers more value opened by a successful, five
and franchisees additional sales quarterly business reviews
through expanded Operations store franchisee.
and incremental margin.
360 program.
customers.
communities.
& shareholders.
FOOD
INNOVATION
From limited time offers to launching new products
that are becoming mainstays of our menu, Domino’s
Australia and New Zealand delivered continual
menu innovation this year, to offer customers more
of the flavours they enjoy.
DIGITAL
INNOVATION
This year we rolled out the most We know customers value their users, reflects the importance of this
significant innovation for our business time and don’t like waiting. Our team technology to our online offerings.
since launching GPS Driver Tracker in delivered “Notify Me”, which sends an
In stores Domino’s delivered
2015 – DOM Pizza Checker. SMS (opt-in) letting them know exactly
when their order will be ready in store. innovations designed to help our team
DOM Pizza Checker is designed to solve members be even more efficient. In
our largest customer tension point, With smart speakers becoming partnership with Master Franchisor
‘My pizza doesn’t look like it should’. increasingly common in Australian Domino’s Pizza Inc, our team delivered
This world-first technology uses a homes, Domino’s partnered with an iPhone version of the Domino’s
smart scanner above the cut bench Google to ensure our customers can Inventory App, to help reduce the time
to check the quality of every pizza; order their favourite pizza orders needed for this important daily task.
working alongside our team members through the Google assistant, using
We continue to refine our predictive
to help them make and bake pizzas to only their voice.
ordering, using machine learning to help
perfection every time. The technology
Domino’s also launched Augmented team members anticipate likely orders
can recognise, analyse and grade pizzas
Reality (AR) to help customers create as a core component of Project 3TEN.
based on pizza type, correct toppings
their ultimate, favourite pizzas through
and distribution, as well as share real- The team also responded to team
our existing app. At the end of this
time images of pizzas with customers. member feedback from stores, to
Financial Year we started rolling-out our
Our innovation team has delivered new mobile app, the largest upgrade to connect incoming stock orders with
a suite of projects this year to the the Pulse point of sale system, to
this significant customer touchpoint
benefit of our customers, and our team reduce data input errors and help store
since our first app was launched.
members. managers monitor and control their
The new app is designed to be faster,
more intuitive and more engaging, and stock levels.
our staged roll-out, initially to loyal
OPERATIONAL
EXCELLENCE
To deliver the best experience for our strengthen our franchisee base. customer meals on arrival. This has
customers, Domino’s needs the best Our best improvements are driven been particularly important since the
performing kitchens, closer to our by our experienced team members. changes to labour costs associated
customers. This year we delivered a program of with the Modern Fast Food Industry
weekly incremental improvements, Award, which have required operational
Operations 360 is a solution including often identified by team members, to changes to offset higher labour rates
an extensive set of data that allows improve efficiencies and profitability. that appropriately reward our team
franchisees, store managers and For example, our innovation team members.
team members to measure and track automated the ability for franchisees
their performance, benchmarked and store managers to link stock From hiring through to day-to-day
against other stores. This year we ordering to our point of sale system, operations, we are always looking to
added quarterly business reviews to saving time and reducing data-entry deliver improvements for our stores.
Operations 360, with experienced errors.
Domino’s business consultants using We have worked relentlessly this year
the data at hand to work with stores to Project 3TEN underpins everything our to deliver operational improvements
identify areas for improved profitability stores work to achieve, with tangible to drive towards our goal of having
and operational performance. This work on everything from simplifying not only the most efficient, but also
has delivered positive results, with menus and packaging through to the smartest kitchens in our industry.
franchisees sharing their successes reducing the number of times where It’s important that innovation delivers
and lessons learned for the benefit of a team member delivers to more than a customer experience that is more
their peers. Equally it has seen some one customer on a single journey. seamless than ever before. Equally our
franchisees, who no longer have the This focus on single deliveries has goal is to ensure our team members are
passion or the capability to take their increased customer satisfaction scores supported by systems and technology
businesses to the next level, leave the because of the reduction in delivery that delivers a more rewarding and
Domino’s system, which will over time times and the improved quality of efficient working environment.
DAvid
Burness
FRANCHISEE
2007 - 2019
Returned to Australia and bought three stores
on the Sunshine Coast. Doubled sales in those
2006 stores and expanded to two more stores
Sold six stores. Moved to
Netherlands with Domino’s
Pizza Enterprises as Chief 1995-2006
Operating Officer Built and bought more stores to have six in total
Received multiple awards in this time including Big Red for
Highest Average Sales for a franchisee, Silver Challenge,
Gold Challenge, Multiple Rolex Challenge
1993 1995
Corporate roles: Trainer, Franchised first store in Brisbane
Area Manager,
National Training Manager
1991
Started as store manager
with a franchisee
When university student David Burness Key to that growth has been a range of
2018
Became franchisee’s for
Taupo Store
2016
Became franchisee’s for Koutu Store
2010-2011 2013
Kaedyn followed by Liam Became youngest Franchisee’s
became managers at Napier at 18 and 19 years old
Rotorua Store
2006 - 2007
Kaedyn followed by Liam
start working in store at
Hastings as dishwashers and
wobbleboarders
Brothers Liam and Kaedyn Stops did not The road map to their success has
stops
12 years-old washing dishes and ‘wobble enhance their service.
boarding’ outside the Hastings store.
The brothers show a level of leadership
FRANCHISEEs They quickly moved onward and well beyond their years, which was
upwards to other in-store roles; by the recognised at this year’s Domino’s Rally
age of 14 they were running shifts and for Australia/New Zealand where they
then moved into manager roles two were awarded a Leadership Eagle.
years later.
The Stops brothers understand running
Awards The Stops brothers recognise the a successful Domino’s franchise is a
Rotorua Retail Business award important training they received along team effort - not only are they a close
Leadership eagle the way - their first franchisee was an team themselves, but also they have
important mentor, and their father was built a strong team in their stores.
a small business owner himself.
They are focused on staff development
The brothers decided to purchase their and, with a group of excited staff
Stores first store in Rotorua when they were 18 members who share their passion for
Napier and 19 respectively. With a firm business the business, they expect to be a mentor
Rotorua plan guiding them they have now bought themselves to the next generation of
Koutu a total of three stores in nearly six years, Managers and Franchisees.
and plan to own five stores in five years.
Josh Kilimnik
I am very proud of the hard work and Pizza, while building more customer
commitment from all our franchisees frequency through our Barbell Menu
and team members this year. In stores, Strategy, outlined in more detail in this
in the field, and in our offices, they have report.
delivered an outstanding result for
Domino’s Pizza Japan. Ultimately, Project 3TEN remains as
important in our business as in other
Last year I wrote that we saw in Japan “the Domino’s Pizza Enterprises markets;
opportunity to implement new ideas to our customers value convenience,
grow customer counts and sales, using and their time, and want meals safely
tried and tested promotions and tactics delivered fast, or available for carry-out
that have proved successful in other with no delay. Domino’s Japan was proud
markets.” I am pleased to say this has to set a new benchmark this year,
come to fruition with significant menu with a world record that will be
innovation and technology roll-outs, challenging for any store
including the Coupon App and Just Time to beat.
cooking, driving the most significant lift in
Same Store Sales in many years. We are confident with
the foundations we
All of our team recognise this is not the have put in place this
end of our journey, but the very beginning. year, and the strategy
We have a great opportunity in front of to deliver even
us, and we look forward to building out stronger results in
the Japanese market in the months and the years ahead. I am
years ahead. very pleased that our
franchisees share
Domino’s Pizza Japan passed 600 stores this confidence,
this year – a significant milestone. We and are increasingly
did not believe our original long-term building their small-
store target of 850 stores adequately and medium-
reflected the market opportunity, and sized businesses
have increased our planning to target into multi-unit
1000 stores. We believe this larger franchises.
opportunity reflects the increased carry-
out and delivery customers we can reach I look forward to
by building more stores closer to our delivering even more
customers. progress .
2019 highlights
& achievements
JUST TIME
COOKING
using location-based
technology to give
carry-out customers
a hotter, fresher
meal, straight out of
the oven when they
arrive
A new menu strategy – the barbell – is Delivered The Yotsuya store achieved
providing customers with more choices, Same Store Sales Growth a world record delivery
and value, to extend beyond the of +8.4%. of 2 minutes and 38 seconds.
premium, special occasion market.
FOOD
INNOVATION
japan
FOOD
INNOVATION
A re-focus on our core menu has been occasions, but management recognised
delivering for Domino’s Pizza Japan, and an opportunity in building and meeting
customers, this year. customer demand for other meal
occasions. In the Second Half, Domino’s
At the heart of this approach is the Pizza Japan launched the largest menu
data-driven use of customer insights. upgrade since Domino’s Pizza Enterprises
These insights identified products and acquired the region in 2013, adding a
marketing approaches – particularly value-focused, single-customer targeted
those highlighting Domino’s high-quality range, to add to the existing premium
ingredients – that excite customers. menu offerings.
Using this approach, Domino’s Pizza This Barbell Menu Strategy has been well
Japan launched multiple, successful received by customers, who can now
new products in the First Half, including choose from premium menu options
the Cheese Burst Crust, and the Ultimate including the ‘Superstar’ – with wagyu
Italian pizza range, which lifted Same Store beef and tiger prawns – through to the
Sales. Customers were equally excited by American Classic Range. The new menu
the addition of the authentic New Yorker strategy has also delivered for franchisees,
range in January, mirroring the success of increasing customer frequency without
this product in other markets. losing Domino’s position as a special
occasion meal.
Domino’s Pizza Japan has built a
successful business on delivering
high-quality meals catering for special
DIGITAL
INNOVATION
This Financial Year the benefits of that Domino’s Pizza Japan launched the
investment have started to deliver for Coupon App, offering similar functionality
not only the digital development teams, to the Offers App in Australia and
but also in-store team members and New Zealand. Since September 2018,
customers. more than 700,000 customers have
downloaded the Coupon App, giving
Domino’s has recently launched Just Time customers improved value on individual
Cooking, building on the success of similar menu items and meals. The Coupon
technology in our other markets. Just App provides Domino’s Pizza Japan an
Time Cooking built on the development important, additional marketing channel
of On Time Cooking, which helped team for existing and new customers.
members and customers in Australia.
japan
OPERATIONAL
EXCELLENCE
Domino’s Japan recognises Project implemented to cater for heightened
3TEN is as relevant to delivery and demand – expected to be many multiples
carry-out customers in Japan as in other of typical daily volume – and the Domino’s
international markets. Pizza Japan team delivered. Online
ordering volumes surged to five times the
Just as our customers value our focus normal daily volume of online ordering,
on improved menu offerings, and a more with almost 700,000 pizzas sold online
seamless ordering experience, they also in the week leading up to New Year’s Eve.
value their time – and all team members In all, 128 stores broke their monthly sales
are committed to delivering on that record in December.
expectation. In the prior Financial Year,
Domino’s launched 20 Minute Mission, The planning and execution ensured
demonstrating to customers Domino’s team members were able to deliver for
market-leading ability to target, and our customers during other periods
achieve, deliveries in faster than 20 of high demand, including this year’s
minutes. “Golden Week” celebrations – 10 days of
consecutive national public holidays.
This year a nationwide roadshow –
building on the success of 20 Minute
Mission – focused on safely reducing
delivery times. Franchisees, store
managers and team members learnt
best practice lessons from other regions
and were committed to challenging
themselves to materially reduce delivery
times.
It has taken a whole team effort to D-Pit: A specially branded garage at one of our Tokyo stores, highlighting
respond to this challenge. This year Domino’s expertise in fast, safe deliveries
additional preparation and planning was
Kazuya
Fukumoto
FRANCHISEE
2015-2017
Purchased four more stores
2018
andawardedFranchiseOwnerof the Year
Purchased fifth franchise store
2015
Purchased first franchised store 2014
Nominated manager of the year
2009
Store Manager
2005
Hourly wage driver
Fukumoto
because the hourly wage was higher high achievement. It’s a model that is
than comparable jobs. delivering results.
While the initial pay was what “I am very proud of my store managers.
FRANCHISEE encouraged Kazuya to join Domino’s, it Every single manager has achieved a
has been the opportunities available to 5 star OER rating* and won domestic
him that have kept him in the Company. awards. I really love to see how my
managers exceed my expectations.”
Kazuya worked as a delivery driver
for four years before becoming a Kazuya’s plans for the next stage of his
manager in training, ensuring he had Domino’s journey includes becoming
Awards
the fundamental understanding of what the dominant pizza restaurant in the
Manager of the year nominee
is needed for a high performing store. Kyoto and Nara prefectures, developing
Franchise owner of the year
It was that knowledge that saw him new territories in West Japan and
nominated as Japan’s best manager, supporting his store managers to
and opened up more job opportunities, become franchisees themselves.
including becoming a franchisee himself.
The most important lesson I have
Stores learned within Domino’s:
And it is those opportunities that he CAN DO!!
Moriyama
is delivering to other young managers
Hikone If I could give any advice to a driver
who want to build their own Domino’s
Uzumasa yasui careers. starting their Domino’s career today, it
Nishioji hanayacho would be: Always set your own goals!
Kawaramachi Marutamachi Using his background as a highly- *OER is defined as operations
regarded store manager, Kazuya has evaluation report.
built a successful operational and
ANDREW RENNIE
This year has been one of significant ever before. I am very pleased with the
achievements for the Domino’s Pizza performance in all of our markets this
Enterprises business in Europe. From year delivering on this strategy. From the
setting a new world record for deliveries, successful trial of a loyalty program in
to developing new technology that is the Netherlands, and the development
positioning Domino’s as the favourite of some very popular seasonal menu
pizza brand in all of our markets, and offerings in France, through to the
reducing delivery times as a focus on unrivalled speed in converting 124 Hallo
Project 3TEN – the teams in all of our Pizza stores to Domino’s stores in
countries have delivered innovations they Germany. Our teams are working
can be proud of. hard every day to deliver for
customers, for our franchisees,
This year we passed a significant and for investors.
milestone of 1000 Domino’s branded
stores in Europe. It is perhaps even more In all countries our
significant for our long-term outlook that franchisees are essential
this milestone means we are not even partners in this approach;
at the halfway point to delivering on our building their businesses
plans for the business in Europe, and our while training the next
long-term outlook of 2850 stores. This generation of team
year that outlook was increased following members, store managers
the strategic acquisitions of two smaller and future franchisees who
markets in Luxembourg and Denmark, will help Domino’s deliver our
and because of our positive outlook on planned growth.
the future of our Belgium operations.
I am very pleased to
In the coming years we intend for provide this update on
Domino’s Pizza Enterprises business in the achievements of the
Europe to be the largest single driver of Domino’s Pizza Enterprises
revenue in our business. To get there, European business for this
we will work hard every day to deliver for year, and look forward to
our customers; preparing and delivering continuing to deliver on our
pizzas fast and safely under Project plan in the year ahead.
3TEN, and with ongoing menu and digital
innovation that make our customers’ Andrew Rennie
orders more convenient, and tasty, than CEO Europe
2019 highlights
& achievements
1000 stores
Domino’s Pizza
Enterprises passed
1000 Domino’s
branded stores
in Europe with
the successful
conversion of
acquired Hallo Pizza
stores.
FOOD
INNOVATION
Our approach to food innovation is both consistent,
and localised. Our consistent approach uses high-
quality ingredients at an affordable price, exceeding
customers’ expectations even when delivered
to a home, workplace, or even a park. Our food
innovation is also localised, so that we delight
customers with local flavours, and traditional
favourites they have grown to love. This year our
food innovation has delivered on this approach
across Europe.
In France, Domino’s has delivered After making changes to our core In the Benelux, Domino’s introduced
a range of new menu items, from pizza offering, including enhancing three new pizza range offerings
seasonal limited time offerings, through our pizza sauce in the prior financial including the Winter Warms range
to new crust options, to new sides and year, Domino’s Germany has added – with traditional Dutch flavours
snacks. additional menu offerings aimed at new Boerenkool and Rookworst (kale and
customers, and new menu occasions. smoked sausage).
Our new Cal’z range – Calzone
sandwiches – has added an attractive Our goal is to delivery more options Our customers loved our cheese-
new option, particularly for carry- to customers, so they can choose the focused promotion featuring Beemster
out customers looking for a single- flavours, menu offering, and occasion, (a traditional Dutch cheese) on three
person meal. The Cal’z range includes that suits their appetite and occasion. limited time offer pizzas, and Gouda
Domino’s popular mozzarella, as well cheese nuggets as a tasty side.
as meat and fish choices including roast Domino’s Germany now offers two
chicken, ground beef and tuna. vegan pizzas, adding the Ventura Vegan More recently, customers welcomed
Pizza to the Cape Verde Pizza, which the roasted range, meeting a broad
Our pizza offerings have been built have been well received by this growing range of appetites with pizzas featuring
out with new crusts (including the customer base. roasted chicken and roasted beef, as
Hot Dog crust for a limited time), new well as a new vegan pizza featuring
ingredients including chorizo, and new Our local development team have also roasted vegetables.
recipes including two targeted at our introduced two new wraps, particularly
vegetarian and vegan customers. aimed at the lunch market, with a Our dessert offering continues to be
vegetarian (Greco) wrap, and a spicy strong in the Netherlands and this year
Our development kitchen has also chicken wrap. we launched the Choco Lotta Pizza –
created a uniquely French dessert 15cm, Belgian-chocolate rich dessert,
– Caramel Bread – a delicious treat Domino’s Germany continues to that adds an important option for
delivering great value for both innovate with the core pizza menu, customers sharing a meal.
customers and franchisees. including a Geschmack von Welt (Taste
of the World) range, featuring popular Thickshakes have now been rolled out
Domino’s France this year brought offerings from around the world to all stores in the Netherlands, with
back one of our most popular seasonal including BBQ Chipotle Chicken Pizza. three traditional flavours – Strawberry,
offerings – Raclette – to the menu. Vanilla and Belgian Chocolate – and
The Raclette Pizza, with its trademark With thickshakes adding an important three premium flavours; Iced Coffee,
melted cheese and unique flavour, has additional pillar to our menu offering Triple Chocolate and Creamy Cookie.
been a very popular addition for the in other regions, initial testing of This popular, all-natural product, is now
winter months, and its return this year thickshakes in selected markets have in initial testing in Belgium. Domino’s
was welcomed by customers, coupled shown promising results. Netherlands has also recently launched
with the addition of a new, Fondue Pizza ‘The Big One’ – our largest pizza ever,
to the range. delivering four different recipes in one,
aimed at special events and gatherings.
DIGITAL
INNOVATION
EUROPE Germany Benelux*
DIGITAL A single brand, and single technology
platform, will deliver benefits for our
Our digital development team in the
Benelux continue to lead the way
INNOVATION franchisees and customers. for our European business, and for
Domino’s Pizza Enterprises more
With the successful conversion broadly. After pioneering multiple
Digital innovation continues to deliver
of acquired Hallo Pizza stores to successful digital innovations that have
benefits for Domino’s customers and
Domino’s, our team in Germany delivered dividends in other markets,
in-store team members. Our goal is to
has been able to leverage our own the team are committed to continued
use technology to make our kitchens
marketing channels, delivering positive improvement.
more efficient, and our customers
initial results. These efforts have seen
ordering experience more seamless.
a double-digital increase in email This year the team successfully trialled
subscribers, significant take-up of our a customer loyalty program in the
Key projects in our European business
new web push notification channel, Netherlands, offering customers the
have delivered on this goal this year, but
and delivered a record week of sales ability to earn points for every pizza
we recognise that continued innovation
generated through the Offers App. and be rewarded for their loyalty with
to keep up with, and ahead of, our
free pizzas. Other Domino’s Pizza
customers’ expectations is essential
With a higher store penetration Enterprises countries are working
for our future growth.
and ability to reach more areas of closely with our Netherlands team to
Germany than ever before, Domino’s determine if, and how, a loyalty program
France has launched a local equivalent of would suit their local customers.
“Order Anywhere”, Domino’s Überall.
Our owned digital marketing channels,
With similar functionality to the The Benelux team launched two
particularly email and SMS, give us an
offering in France, and building on initiatives to help customers enjoy
opportunity to provide great value to
the successes from the Benelux and sharing meals even more. Domino’s
our customers – growing both order
Australia/New Zealand, our local stores Netherlands now offers payment
frequency and average ticket – and
expect this will become an increasingly integration with Tikkie – the first
increased sales for franchisees.
popular way customers will order, as platform to allow friends to pay each
The success of this approach was
customers recognise its simplicity and other back quickly and simply over
demonstrated with record breaking
convenience. WhatsApp. The development team
online sales for Black Friday and Cyber
also launched the Domino’s Dating App,
Monday – two traditionally US-based
The speed of orders, for carry-out which matches potential dates using
shopping holidays aimed at value-
and delivery, remains an important one of the most important criteria for
driven consumers that have grown in
differentiator for Domino’s customers, relationship success – their favourite
France.
and Domino’s Germany has reinforced pizza. The Dating App demonstrates
this with the launch of a 15-minute pick- once again Domino’s position as the
Domino’s France broke its own records
up guarantee, launched in the Second brand that delivers for customers. The
for online ordering, order counts,
Half. This guarantee has already proven announcement of the Dating App made
total network sales volume, and the
popular with time-poor customers international news as an innovative and
percentage of orders driven from email.
looking for new lunch options. To fun way to connect pizza lovers.
help give Domino’s kitchens the edge
Domino’s aim is to ensure customers
on delivering to our customers fast, For carry-out customers, the team has
using our app get the best possible
Domino’s unique predictive ordering launched a 15 minute pickup guarantee
experience, and the Company has
has been installed in trial stores in during lunch hours, driving more sales
partnered with Rakuten TV to become
Germany showing positive initial during this important meal occasion.
the official delivery company of chill
results.
nights in with My Movie – offering the
The success of Domino’s investment
possibility for customers to purchase
Together, these digital innovations in continued digital innovation was
movies and television shows with their
helped Domino’s Germany set a new demonstrated in the First Half when
favourite pizzas.
record for online sales in the First Half. more than 95% of deliveries in the
Benelux were placed online.
This year Domino’s France launched
Our digital initiatives are not only
Domino’s My Spot – allowing customers
focused on benefits for our customers.
to drop a location-based pin using their
Domino’s Germany this year rolled out
mobile app to have pizzas delivered
a new print portal, for Franchisees to
wherever they are.
access to deliver local store marketing
faster, and at a lower cost. *Belgium, Netherlands, Luxembourg
OPERATIONAL
EXCELLENCE
Project 3TEN – where stores aim to prepare a carry-out
order in three minutes, and deliver it safely within 10
minutes, is central to our European business. Some
stores have set world records this year, setting the
standard for the rest of Domino’s Pizza Enterprises, as
well as other master franchisees globally. Other stores
have set records for their towns, their regions and their
countries. But what is most important to us is the con-
tinual journey of improvement that all stores are taking.
Even if they have not broken a global record, they are
working each day to safely reduce their delivery times
– impressing their customers, winning new customers
and improving their store operations and profitability.
Tahar
Chelli
FRANCHISEE
2017
Won
Rolex
2016 Challenge
First Franchise
Nantes JulesVerne store 2018
Buys the four stores in Rennes
Won Rolex Challenge
2013
Store Manager oftwostores
2010
Elected French Manager of the Year and
EMEA Manager – WonRolex Challenge
2009 2006
Store Manager Assistant Manager
2005
Pizza Maker
2001
Delivery Driver
Like many successful Domino’s plans for further expansion. The key
Since that time Tahar has progressed “In fact, every time I train a new
from being a delivery driver, to a leader. employee, I think that I may be training
He is determined for his team to follow my replacement. They must be well
Awards in his footsteps. trained.”
French manager of the year
3x Rolex awards Tahar’s Domino’s journey started slower The most important lesson I have
than some franchisees, spending eight learned within Domino’s: Before I
years before becoming a store manager, thought that I did not need anyone
first as a delivery driver, then a pizza to move forward but once I arrived, I
maker and assistant manager. But it quickly realised that without my teams I
was that deep understanding of every was just a manager among many others.
aspect of store operations that saw
Stores him recognised as the best manager in A motivational saying I live by:
Cesson Sévigné France when he took the next step, and “The only way to do great work is to love
Rennes Centre won multiple awards along the way. what you do. If you haven’t found it yet,
Rennes Sud keep looking”. - Steve Jobs
Rennes Ouest Tahar has now built a successful multi-
unit franchise business with four stores
in Rennes, which he credits as one of
his greatest achievements so far, with
Philipp
Servo
FRANCHISEE
040 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED
2019
Takeoverof store number five and six
and winnerof the Golden Eagle again
2018 2019
Winnerof the GoldenEagle Takeover of store number seven and eight with
an AWUS of 12.5k in March(sevenstores)
2016
Takeoverof storenumberfour
2015
Awardeda FrannyDFV, becamea member
of the German franchise council and took
over store number three
2011
Opened second store
2008
First franchise with a 7k AWUS store
2006
Started as a delivery driver
forJoey’s, promotionto shift
manager soon followed
Philipp
Philipp Servo didn’t initially choose Phillip has now delivered that
to join Domino’s. He had built a opportunity to other team members,
successful career as a Joey’s pizza developing a management training
OUR
COMMUNITY OUR
FOOD
OUR
ENVIRONMENT
1Domino’s submission to the Parliamentary inquiry into the operation and effectiveness of the Franchising Code of Conduct:
https://www.aph.gov.au/DocumentStore.ashx?id=e66caf74-2150-4b35-98fc-2e7030a80d16&subId=565717
OUR
PEOPLE
Delivery
driver/ rider
safety
For their safety, and that of the program with the Vigi2roues
local community, team members Association. The program increases
are required to demonstrate they manager awareness of risks for
understand and will follow, local riders and adds additional coaching
road rules before they can deliver for including relating to protective
Domino’s. clothing and scooter safety.
This is especially so for our delivery Domino’s policy is clear – the rush is in
drivers and riders, on scooters, the store, not on the street. We do not
motorbikes and electric bicycles, encourage, expect, or tolerate team
delivering hot, freshly prepared meals members breaking local road rules,
each day. including exceeding the speed limit,
for any reason. Our local franchisees
It is a common misunderstanding that and operations team members are
our commitment to delivery quickly best placed to judge local weather
and our delivery guarantees require conditions, and team members can
a team member to speed to deliver opt not to undertake deliveries if they
a meal on time. Instead, customers believe local weather conditions are
are only offered the option of a 15 not safe to do so.
minute or 20 minute guaranteed meal
where our algorithms determine it is Domino’s recognises the potential
possible for this to be delivered safely risk of robbery, in our stores and
by a team member. of our delivery drivers. No money,
or meal, is worth any risk to team
Our GPS Driver Tracker technology member safety. Domino’s has
– available in all countries except extensive risk reduction practices
Germany and France (both of in place to reduce the opportunity
which are planned for upcoming for theft of our drivers and team
roll-out) – measures every delivery, members. For the safety of our
monitoring to track speed and team members, not all of these
harshness of driving, for review by procedures can be outlined here. As
store management and Domino’s one indication, more deliveries than
Operations teams. Even where ever in our history are cashless, with
this technology is not yet in place, the meal ordered and paid for online.
the safety of our team members is
paramount, with Domino’s France
launching a road safety training
OUR PEOPLE
Case study
Rider safety
Australia
Case study
DELIVERY
EXPERT
SAFETY
NETHERLANDS
In Rotterdam, robberies are not only They can even be used for other
an issue for Domino’s, but for other emergencies, where help is needed.
delivery companies, local residents The introduction of body cameras has
and homeowners. been just one part of a drive to reduce
the risk to our Dutch team members.
Domino’s Netherlands was concerned Seven Domino’s stores in Rotterdam
about the risk to drivers from robberies have eliminated cash entirely from
and was determined to take tangible their stores, along with another 11
action to reduce the likelihood of stores nationwide. Other stores have
injury to team members. Domino’s eliminated cash at night, with orders
franchisees Menno van Eijk and Maurijn required to be paid with bank card,
Boelsma worked with police, and local or online. Not only has this increased
government to equip delivery riders team member safety, but also store
with body cameras. efficiency, with less time required to
count money and reconcile cash at
The cameras can be switched on at the end of each shift.
the touch of a button, recording any
person who may be a risk to the team Minister for Justice and Security
member, as well as alerting a central Ferdinand Grapperhaus has
control room of a potential incident. encouraged other cities to monitor
the work being done in Rotterdam,
In addition to GPS Driver Tracker and the lessons they can apply in their
technology, which monitors where local communities. Domino’s is also
every delivery expert is at any time, reviewing the lessons of this approach
the cameras have added another layer for implementing in other cities.
of safety to the Domino’s business.
048 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED
OUR PEOPLE Japan has experienced very low staff. It’s not just about becoming
unemployment, with an ageing an employer of choice for one select
Case study workforce and a tightening labour
market.
group of people. It’s all inclusive.”
OUR PEOPLE For multi-unit Franchisee Rishi Cross to get refugees into work and
Sharma, giving back to his has already hired two new team
NEW ZEALAND business. Recently, after hearing Part-time evening work is perfect
about the plight of refugees trying to for team members who are often
settle in to a new life in New Zealand, not ready to commit to full time
he contacted the Prime Minister’s positions as they settle in to a
office to see what he could do to new country, but they are keen to
help. He is now working with the Red contribute to their new societies.
As a geographically dispersed
company with a young workforce it
can be challenging to create a culture
of “togetherness”.
Case study
TRAINING
Australia
OUR
COMMUNITY
Domino’s vision is to be the leader
of the internet of food in every
neighbourhood. This means
our kitchens can deliver hot,
fresh meals to more than 2500
Neighbourhoods across the eight
countries in which we have stores
(soon to be nine with the opening
of our first stores in Luxembourg).
GIVE FOR
GOOD
Domino’s Give for Good is a
registered charity that collects
donations from Domino’s Pizza
Enterprises Ltd, our customers,
and our head office team
members, to support registered
charities and not-for-profit groups
across Australia. More than one-
third of head office team members
contribute from their wage weekly.
Domino’s has contributed more
than $400,000 and 5000 pizzas
through Give for Good this year.
Our goal is to increase donations
from Give for Good to over $1m by
2020.
Disaster relief,
recovery and
preparedness
Rural
communities
Leadership &
entrepreneurship
054 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED
OUR COMMUNITY Rock’s Cool team members also volunteer their time
Location: Canberra, ACT through the Christmas Toy and Book
Give for Through the Give for Good Franchisee Appeal and Work Inspiration programs.
BIG
from every choc lava cake sold in making a big difference to a number of
Australian stores, with the donations these community-led initiatives.
DIFFERENCE
helping vital charities throughout
the country. But team members The team in Australia aren’t the only
Mahia Lai and Cody Rutherford, and Domino’s stores making a difference
franchisees, David Bird (Muswellbrook through small donations.
and Scone stores), and Chad Cable
(multi-unit franchisee, Canberra) In Belgium and the Netherlands, we
believed a small change could make organised a giving program for a limited
an even bigger difference. time product, apple pie. €0.10 from
every apple pie sold was given to ‘Met
They came up with the idea of allowing je Hart’ (With your Heart), a charity
customers to ‘round up’ their end of that works to address loneliness
order total price to the nearest dollar, among the elderly. Domino’s stores
with the extra small change donated to also invited in local elderly residents
disaster relief and charity. to visit, to make pizza, and to share
conversation.
More than 10 per cent of customers
now choose to round up for charity; It’s a sweet way of helping those who
their small change making a big need our help.
057 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED
In true Dominoid
spirit, our local
franchisees and
team members are
always there when
needed most.
057 // 2019 ANNUAL REPORT DOMINO’ S PIZZA ENTERPRISES LIMITED
OUR
Case study – New Zealand Wastage removal
PERFORMANCE INDICATORS
Earnings per Share (basic) 152.8 cps 165.0 cps 8.0% 135.5 cps
Dividend per Share 107.8 cps 115.5 cps 7.1% 115.5 cps
Directors’ Report 66
Remuneration Report 71
Directors’ declaration 93
Glossary 177
NAME POSITION
Don Meij Managing Director/Group Chief Executive Officer Appointed 24 August 2001
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.
Jack Cowin - - -
Ursula Schreiber - - -
COMPANY SECRETARY
Craig Ryan:
General Counsel & Company Secretary
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 21 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 the Governance Institute Australia.
PRINCIPAL ACTIVITIES
The Group’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 activities and financial performance of the Group and each of its operating segments for the financial year are set out on pages 6 to 7.
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 Group, the results of those operations, or the state of affairs of the Group in future financial years
other than the matters disclosed in note 28.
To the best of the directors’ knowledge the Group complies with its obligations under environmental regulations and holds all licenses required
to undertake its business activities.
CORPORATE GOVERNANCE
A copy of Domino’s Pizza Enterprises full 2019 Corporate Governance Statement, which provides detailed information about governance, and
a copy of Domino’s Pizza Enterprises’ Appendix 4G which sets out the Group’s compliance with the recommendations in the third edition of
the ASX Corporate Governance Council’s Principles and Recommendations (ASX Principles) is available on the corporate governance section
of the Group’s website at https://investors.dominos.com.au/corporate-governance
DIVIDENDS
In respect of the financial year ended 30 June 2019, an interim dividend of 62.7 cents per share franked to 75% at 30% corporate income tax
rate was paid to the holders of fully paid ordinary shares on 14 March 2019. The Company will be paying a final dividend of 52.8 cents per share
franked to 100% at 30% corporate income tax rate to the holders of fully paid ordinary shares on 12 September 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:
NUMBER OF
SHARES ISSUED AMOUNT AMOUNT UNPAID
ISSUING ENTITY SERIES UNDER OPTION CLASS OF SHARES PER SHARE ON SHARES
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, six (6)
board meetings, six (6) nomination and remuneration committee meetings and six (6) audit committee meetings were held.
NOMINATION &
BOARD OF DIRECTORS REMUNERATION COMMITTEE AUDIT COMMITTEE
Jack Cowin 6 6 6 6 - -
Ross Adler 6 6 6 6 6 6
Grant Bourke 6 6 6 6 6 6
Paul Cave 3 3 3 3 3 3
Lynda O'Grady 6 6 6 6 - -
Ursula Schreiber 2 2 2 2 - -
Don Meij 6 6 - - - -
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 32 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 32 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.
ROUNDING OF AMOUNTS
The Company is a company of the kind referred to in ASIC Corporations Legislative Instrument 2016/191 (Rounding in Financial/Directors’
Report), 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.
Remuneration Report
Domino’s Pizza Enterprises Limited is a geographically diverse business with a long history of innovation and growth. The Board remains
committed to ensuring the remuneration frameworks developed for Key Management Personnel (“KMP”) are focused and aligned with
shareholder value creation over the long term.
This Remuneration Report (Audited), which forms part of the Directors’ Report, sets out information about the remuneration of the Company’s
KMP including directors for the financial year ended 30 June 2019.
The prescribed details for each person covered by this report are detailed below under the following headings:
NAME POSITION
Jack Cowin Non-Executive Chairman
Ross Adler Non-Executive Deputy Chairman
Grant Bourke Non-Executive Director
Lynda O’Grady Non-Executive Director
Ursula Schreiber Non-Executive Director (appointed 30 November 2018)
Paul Cave Non-Executive Director (resigned 7 November 2018)
Don Meij Managing Director/Group Chief Executive Officer (Group CEO)
The term KMP is used in this report to refer to the following persons.
REMUNERATION POLICY
The performance of the Company depends upon the quality of its KMP including directors and their support teams. To prosper, the Company
must attract, motivate and retain highly skilled directors and other KMP. The remuneration structure is designed to strike an appropriate
balance between fixed and variable pay, rewarding capability and experience and providing recognition for contribution to the Company’s
overall goals and objectives.
The Board Remuneration Policy is to ensure that KMP remuneration packages properly reflect the individual’s duties and accountabilities
and level of performance; and that remuneration is market competitive in order to attract, retain and motivate people of the highest quality.
The Board has a Nomination and Remuneration Committee (“NRC”). Information about this Committee is set out in the Company’s Corporate
Governance Statement.
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 NRC is responsible for making recommendations to the Board on remuneration policies and packages applicable to the Board members
and the Group CEO. The Group CEO is responsible for preparing recommendations on remuneration packages applicable to the other KMP
of the Company for review and approval of the NRC.
Remuneration packages include a mix of fixed, short-term and long-term performance-based incentives. Executives’ bonus payments reflect
the achievement of specific goals related to performance of the Company’s financial and operational results. The mix of these components
is based on the role the individual performs. In addition to their salaries, the Group also provides non-cash benefits to its KMP and contributes
to a post-employment superannuation plan (or equivalent) on their behalf.
During the year independent remuneration consultants were engaged by the Remuneration Committee to ensure that the reward practices
and levels of remuneration for KMPs are consistent with market practice. A statement of recommendation from the remuneration consultants
has been received for the 2019 financial year. Payment of $118,450 (2018: $52,371) has been made to the remuneration consultant for the
remuneration advisory 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 KMP to
whom the recommendation relates to, the remuneration consultants are not a related party to any KMP. As such, the Committee is satisfied
that the remuneration recommendations were made free from undue influence by the member or members of the KMP to whom the
recommendations relates.
Executive remuneration objectives are delivered through three categories of remuneration, as illustrated in the following table:
Attract, motivate and retain highly Reward capability and experience An appropriate balance between Alignment to shareholder interests
skilled executives across diverse and provide recognition for the fixed and variable remuneration through equity components
geographies contribution to the Company’s
overall objectives
Fixed remuneration is set relative to the Key Performance Indicators (KPIs) are set each LTI targets are linked to EPS growth, EBITDA or
market, reflecting the KMPs accountability, year by the Board reflective of the Group or EBIT depending on whether the role has Group
performance, experience, and geographic Geographically relevant segment and include or segment responsibility
location financial and individual performance targets
relevant to the specific position
Base remuneration which is calculated on Cash or a combination of cash and a deferred Equity in options. All equity is held subject to
a total cost basis and includes any fringe component (equity or cash settled) following service and performance for a minimum of
benefits tax (“FBT” charges related to a review of the audited performance of the 3 years from grant date. The equity is at risk
employee benefits including motor vehicles) Group, the relevant segment and individual until vesting. Performance is tested once at the
as well as employer contributions to performance against the KPIs set at the vesting date
superannuation funds or equivalents beginning of the Financial Year
STRATEGIC INTENT
Fixed remuneration will take into account Short-Term Incentive is directed to achieving LTI’s are intended to reward Executives for
the relevant market data, provided by an Board approved targets, reflective of the sustainable long-term growth aligned to
independent remuneration consultant, or other Group plan shareholder value creation
independent data (e.g. Mercer), considering
the individual’s expertise and performance in
the role
FIXED REMUNERATION
Remuneration levels are reviewed annually by the Nomination and Remuneration Committee and Group CEO through a process that considers
individual, segment and overall performance of the Group. In addition, external consultants provide analysis and advice to ensure the directors
and KMP remuneration is competitive in the marketplace. A KMPs remuneration is also reviewed on promotion. All roles are benchmarked
against comparable market data.
PERFORMANCE-LINKED REMUNERATION
Performance-linked remuneration includes both short-term and long-term incentives and is designed to reward KMP 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 or a combination of
cash and a deferred component (equity or cash settled), 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”).
SHORT-TERM INCENTIVE
Each year the Nomination and Remuneration Committee sets the key performance indicators (“KPI’s”) for the Group CEO and the Group CEO
proposes the KPI’s for the other KMP. The KPI’s generally include measures relating to the Group, the relevant segment, and the individual,
and include financial and operational measures that are audited. The measures are chosen as they directly align the individual’s reward to
the KPI’s of the Group 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, Same Store Sales, “Franchise operations EBITDA”, Net Profit After Tax (“NPAT”),
and Franchisee profitability (EBITDA) compared to budget and last year. The specific targets are not detailed in this report due to their
commercial sensitivity.
LONG-TERM INCENTIVE
Options are issued under the ESOP, and it provides for KMP 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 81.
The Nomination and Remuneration Committee considers this equity performance-linked remuneration structure to be appropriate as KMP
only receive a benefit where there is a corresponding direct benefit to shareholders.
The tables below set out summary information about the Group’s earnings and movements in shareholder wealth for the five years to
30 June 2019:
30 JUNE 2019 01 JULY 2018 02 JULY 2017 03 JULY 2016 28 JUNE 2015
$’000 $’000 $’000 $’000 $’000
30 JUNE 2019 01 JULY 2018 02 JULY 2017 03 JULY 2016 28 JUNE 2015
Share price at start of year ($) 52.22 52.08 68.82 36.16 21.82
Share price at end of year ($) 37.64 52.22 52.08 68.82 36.16
Final dividend per share (cents) (i) (ii) 52.8 49.7 44.9 38.8 27.2
Basic earnings per share (cents) 135.5 139.4 116.0 94.4 74.2
Diluted earnings per share (cents) 135.4 139.0 114.7 92.2 72.8
(i) Interim and final dividends for the year ended 30 June 2019 are franked at 75% and 100% respectively and at 30% corporate income tax
rate. Interim and final dividends for the year ended 01 July 2018 are franked to 40% and 75% respectively at 30% corporate income tax
rate. For the year ended 02 July 2017 interim and final dividends are franked to 50% at 30% corporate income tax rate and prior periods
interim and final dividends were franked to 100% at 30% corporate income tax rate.
(ii) The final dividend for the financial year ended 30 June 2019 was declared after the end of the reporting period and is not reflected in the
financial statements.
Fixed remuneration $1,200,000 per annum, reviewed annually by the Board in accordance with normal
remuneration processes
Performance linked remuneration • Short-term incentive up to $1,000,000, subject to the achievement of KPIs set annually,
and approved by the Board. Paid as 100% cash.
• Long-term Incentive - Options subject to performance conditions were granted on
8 November 2017. These options were approved by Shareholder Resolution on
8 November 2017.
FIRST EXERCISE
SERIES NUMBER GRANTED EXERCISE PRICE FAIR VALUE GRANT DATE DATE
Tranche 1 (Series 28) 220,000 $46.63 $11.22 8 Nov 2017 1 Sept 2020
Tranche 2 (Series 31) 220,000 $51.96 $7.27 23 Jan 2019 1 Sept 2021
(i) The fair value and exercise price for Tranche 3 are indicative values and will be revised at the relevant grant date.
The options were granted under the terms and conditions of the Company’s Executive Share and Option Plan. The plan rules are available for
inspection on the ASX’s announcements platform.
TRANCHE 1 TRANCHE 2
(SERIES 28) (SERIES 31) TRANCHE 3
ANNUAL COMPOUND
EPS GROWTH DURING CUMULATIVE CUMULATIVE PROPORTION NUMBER OF NUMBER OF NUMBER OF
THE PERFORMANCE EPS TARGET EPS TARGET OF OPTIONS OPTIONS OPTIONS OPTIONS
PERIOD (TRANCHE 1 ONLY) (TRANCHE 2 ONLY) WHICH VEST WHICH VEST WHICH VEST WHICH VEST
20% or over 5.836 or over 6.674 or over 100% 220,000 220,000 297,000
For options which do not vest they automatically lapse and are cancelled.
POST-
EMPLOYMENT
SHORT-TERM BENEFITS BENEFITS TOTAL
NON-MONETARY
FEES BENEFITS(i) SUPERANNUATION
$ $ $ $
Non-executive directors
(i) The 2018 non-monetary benefits relate to directors and officer’s insurance premiums. For 2019 the Company has revised its position
that such insurance premiums do not constitute non-monetary benefits provided to directors and officers given the insurance contact
provides coverage to the Company.
(ii) On the 30 November 2018, Ursula Schreiber was appointed to the board.
(iii) On the 7 November 2018, Paul Cave resigned from the board.
continued
Directors’ Report
POST- PERFOR-
LONG-TERM EMPLOYMENT MANCE
SHORT-TERM BENEFITS BENEFITS BENEFITS SHARE BASED-PAYMENTS(IV) TOTAL RELATED
OTHER NON- LONG DEFERRED
SHORT-TERM MONETARY SERVICE SUPER- COMPONENT OPTIONS
SALARIES BONUS(i) BENEFITS(vi) BENEFITS(vii) LEAVE ANNUATION (STI)(i) (viii) (LTI)
$ $ $ $ $ $ $ $ $ %
Executive Director
Don Meij 2019(v) 1,181,028 150,000 - - 28,513 20,540 - (429,233) 950,848 (29.4)%
Executive Officers
Richard Coney 2019(v) 468,208 67,059 - - 11,106 20,540 17,336 42,508 626,757 20.2%
2018 (ii)
476,862 - 442,072 - 5,484 - - 1,626,990 2,551,408 63.8%
Josh Kilimnik 2019 655,375 311,873 260,007 - - 50,890 - 45,881 1,324,026 27.0%
2018 (v)
362,345 24,905 - 24,667 6,404 20,049 - (28,976) 409,394 (1.0)%
Allan Collins 2019(v) 461,023 29,684 - - 15,140 20,540 7,674 26,727 560,788 11.4%
2018 (v)
428,854 29,292 - 24,667 7,293 20,049 - (3,399) 506,756 5.1%
Michael Gillespie 2019(v) 444,059 74,420 - - 24,052 20,540 19,239 (6,032) 576,278 15.2%
Total 2019 4,419,393 633,036 758,774 - 107,170 153,590 44,249 881,960 6,998,172 22.3%
2018 4,210,960 161,632 864,308 118,117 53,959 119,089 - 1,151,207 6,679,272 19.7%
Directors’ Report
continued
INCENTIVES AND SHARE-BASED PAYMENTS GRANTED AS REMUNERATION FOR THE FINANCIAL YEAR
INCENTIVES
On 20 August 2019, Don Meij, Richard Coney, Josh Kilimnik, Allan Collins and Michael Gillespie were granted a cash or a combination of cash
and a deferred component (equity or cash) incentive for their performance during the year ended 30 June 2019. The incentive 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.
No other incentives were granted during the financial year ended 30 June 2019.
SHORT-TERM INCENTIVE
DEFERRED
COMPONENT TO AMOUNT
INCLUDED IN BE RECOGNISED IN FORFEITED IN PERCENTAGE PERCENTAGE
COMPENSATION FUTURE PERIODS YEAR AWARDED IN YEAR FORFEITED IN YEAR
$(i) $ $ %(ii) %(iii)
(i) Amounts included in remuneration for the financial year represent the amount that vested in the financial year based on achievement
of satisfaction of specified performance criteria.
(ii) Percentage awarded in the year is inclusive of full fair value of the deferred STI payable equity or cash, of the short-term incentive awarded
for the year ended 30 June 2019.
(iii) The amounts forfeited are due to the performance or service criteria not being met in relation to the financial year ended 30 June 2019.
LONG-TERM INCENTIVES
There were no long-term cash incentives granted for the financial year ended 30 June 2019.
(i) Options and shares issued on the exercise of options to Don Meij and Andrew Rennie are subject to an escrow. Don Meij’s escrow period
commencing on the date of issue and ending on 28 October 2019. Andrew Rennie’s escrow period commencing on the date of issue and
ending on 01 January 2019.
Less than 9% 0%
(€) More than 90% but less than 100% Between 25% and 100% on a pro-rata basis
(¥) More than 96% but less than 100% Between 25% and 100% on a pro-rata basis
EXERCISED OPTIONS
During the year, the following KMP exercised options that were granted to them as part of their remuneration. Each option converts into one
ordinary share of DPE Limited.
NO. OF ORDINARY
NO. OF OPTIONS SHARES OF DPE
NAME EXERCISED LIMITED ISSUED AMOUNT PAID AMOUNT UNPAID
The following table summarises the value of options exercised or lapsed during the financial year to directors and senior management:
Don Meij - - -
Andrew Rennie - - -
Josh Kilimnik - - -
(i) The value of options granted during the period is recognised in remuneration over the vesting period of the grant, in accordance with
Australian accounting standards.
(ii) Determined at the time of exercise at the intrinsic value, being the share price at the date of exercise less the exercise price, multiplied
by the number of shares exercised.
(iii) 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.
2019
Jack Cowin - - - - - -
Ross Adler 201,796 - - (1,796) 200,000 -
Grant Bourke 1,778,344 - - (150,000) 1,628,344 -
Paul Cave 369,166 - - - 369,166 -
Ursula Schreiber - - - - - -
Lynda O’Grady 2,000 - - - 2,000 -
Don Meij 1,843,344 - - - 1,843,344 -
Richard Coney 25,454 - 30,000 (30,000) 25,454 -
Andrew Rennie 900,225 - - (200,000) 700,225 -
Nick Knight(i) 61,942 - 500 (62,058) 384 -
Josh Kilimnik 2,600 - - - 2,600 -
Allan Collins 262 - 38,500 (38,570) 192 -
Michael Gillespie - - 8,000 (8,000) - -
2018
Jack Cowin - - - - - -
Ross Adler 205,796 - - (4,000) 201,796 -
2019
2018
NOTICE NOTICE
TERM OF CONTRACT TERMINATION – TERMINATION – TERMINATION PAYMENT -
NAME CONTRACT COMMENCEMENT BY COMPANY BY EXECUTIVE AMOUNT EQUAL TO
Andrew Rennie 5 years 1 January 2018 12 months 12/6 months 12/6 months remuneration
The directors believe that the remuneration for each of the KMP is appropriate given their allocated accountabilities, the scale of the Company’s
business and the industry in which the Company operates. The service contracts outline the components of remuneration paid to the executive
directors and KMP but do not prescribe how the remuneration levels are modified year to year. Remuneration levels are reviewed each year
to take into account cost-of-living changes, any change in the scope of the role performed by the KMP and any changes required to meet the
principles of the Remuneration Policy.
Each of the KMP 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 8 November 2017. The
contract specifies the duties and obligations to be fulfilled by the Group CEO and provides that the Board and 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 12 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 have 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.
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 remuneration 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 remuneration of executive directors and other non-director services provided by directors) is $1,400,000 per annum. The non-
executive directors may divide that remuneration 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 remuneration. Directors’ fees cover all main Board activities.
Current fees, with the effect from 01 December 2018 for a non-executive director was $127,853 per director per annum (2018: $100,000),
Chairman of the Board was $270,000 per annum (2018: $250,000), Deputy Chairman of the Board/ Chairman of the Audit Committee was
$170,000 (2018: $160,000) and Director/Chairman of the Nomination & Remuneration Committee was $135,000 (2018: $112,000), plus
superannuation where applicable.
Signed in accordance with a resolution of the directors made pursuant to s.298(2) of the Corporations Act 2001.
20 August 2019
The Directors
Domino’s Pizza Enterprises Limited
Level 1, KSD1
485 Kingsford Smith Drive
HAMILTON QLD 4007
Dear Directors
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 financial year ended 30 June 2019, 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 faithfully
Matthew Donaldson
Partner
Chartered Accountants
Opinion
We have audited the financial report of Domino’s Pizza Enterprises Limited (the “Company”) and its
subsidiaries (the “Group”), which comprises the consolidated statement of financial position as at
30 June 2019, the consolidated statement of profit or loss, consolidated statement of other
comprehensive income, the consolidated statement of cash flows and the consolidated statement of
changes in equity for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies, and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2019 and of their
financial performance for the year then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have
also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has
been given to the directors of the Company, would be in the same terms if given to the directors as
at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial report for the current period. These matters were addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key Audit Matter How the scope of our audit responded to the
Key Audit Matter
Carrying Value of Goodwill and Indefinite Life In conjunction with our valuation specialists, our
Intangible Assets in the Japan, Germany and procedures included, but were not limited to:
France/Belgium Cash Generating Units (CGUs)
Evaluating the Group’s identification of
As at 30 June 2019, the carrying value of the CGUs and the allocation of goodwill to the
Japan CGU included goodwill of $271.5 million carrying value of CGUs based on our
and indefinite life intangible assets of $46.0 understanding of the Group’s business;
million. The carrying value of the German CGU Evaluating the appropriateness of the
included goodwill of $84.3 million and indefinite methodology applied by management in
life intangible assets of $174.8 million. The calculating the recoverable amounts of the
carrying value of the France/Belgium CGU CGUs;
included goodwill of $49.4 million and indefinite Challenging the assumptions used to
life intangible assets of $49.4 million, as calculate the discount rates and
disclosed in Note 9. recalculating these rates;
Agreeing the projected cash flows to Board
Management is required to exercise significant approved budgets and assessing the cash
judgement in estimating future cash flows, flows, operating margins, expected growth
market growth rates and discount rates, which rates during the 5 year budget period and
are used to determine the recoverable amount terminal growth rates against historical
of the CGUs. performance and published industry
economic data;
Testing the mathematical accuracy of the
models used to calculate recoverable
amount; and
Performing sensitivity analysis on the
recoverable amount of the CGU’s in relation
to the assumed growth rates during the 5
year budget period, terminal growth rates
and discount rates.
AASB 16 Leases: Presentation and Disclosure Our procedures included, but were not limited
to:
As disclosed in Note 33, the Group is required
to apply AASB 16 from 1 July 2019. The Testing the completeness of the identified
adoption of AASB 16 is expected to have a lease contracts by disaggregating operating
material impact on the Group’s financial expenses by their nature to identify
statements. categories that may contain a lease
arrangement. Using the disaggregated
As at 30 June 2019 the preliminary assessment population, we inspected a sample of
of the impact of the standard on the financial contracts determined by management to
statements for the year commencing 1 July include a lease and a sample of contracts
2019 as disclosed in Note 33 is: that management did not assess as
containing a lease;
Lease Liability ranging from ($694m) For a sample of leases, agreeing the lease
to ($758m) terms used in management’s calculation of
Right of use asset ranging from $311m the expected impact of AASB 16 to the lease
to $340m contract;
Net investment in lease asset ranging Challenging the incremental borrowing rate
from $377m to $411m used by management in the calculation of
Deferred tax ranging from $1m to $2m the lease liability, with the assistance of our
Retained earnings ranging from $4m to Treasury and Capital Market specialists;
$5m
Key Audit Matter How the scope of our audit responded to the
Key Audit Matter
In estimating the expected impact of AASB 16, Assessing the appropriateness of the
management is required to analyse their assumptions and key judgements applied
contractual arrangements to conclude whether by management in determining the
they include a lease, and exercise significant expected lease period for each lease,
judgement in determining key assumptions including the likely exercise of renewal
used to calculate the lease liability, right of use options;
asset and financial asset, including the Recalculating the lease liability, right of use
incremental borrowing rates and the likely asset and financial asset on a sample basis
exercise of renewal options. to test the mathematical accuracy of
management’s lease calculations.
Valuation of the put option related to the future In conjunction with our valuation specialists, our
exit of the non-controlling interest in the procedures included, but were not limited to:
German component
Assessing the appropriateness of the
As at 30 June 2019, the put option relating to methodology applied by management in
the non-controlling interest in Germany is valuing the option;
valued at $87.8 million as disclosed in Notes 21 Challenging the key assumptions used in
and 22. valuing the option, including expected
future earnings of the component, the
The put option financial liability is classified as expected timing of exercise of the put
Level 3 on the fair value hierarchy due to option and the discount rate;
significant unobservable inputs. Consequently, Confirming that the assumptions used in the
management are required to make significant valuation model are in accordance with the
judgements in respect of valuation inputs terms of the put options as prescribed by
relating to market growth rates, the expected the shareholders’ agreement; and
timing of exercise of the put option and the Testing the mathematical accuracy of the
discount rates. put option calculation.
Other Information
The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 30 June 2019, but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
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 preparing the financial report, the directors are responsible for assessing the ability of the Group
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial report, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
Conclude on the appropriateness of the director’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and
events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the financial report.
We are responsible for the direction, supervision and performance of the Group’s audit. We
remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
We have audited the Remuneration Report included in pages 71 to 86 of the Director’s Report for
the year ended 30 June 2019.
In our opinion, the Remuneration Report of Domino’s Pizza Enterprises Limited, for the year ended
30 June 2019 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of Domino’s Pizza Enterprises Limited 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.
Matthew Donaldson
Partner
Chartered Accountants
Brisbane, 20 August 2019
(a) 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;
(b) in the directors’ opinion, the attached financial statements are in compliance with International Financial Reporting Standards, as stated
in the basis of preparation note to the financial statements;
(c) 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 Group; 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.
Don Meij
financial report
FINANCIAL REPORT
23 SUBSIDIARIES 157
KEY NUMBERS 103 24 PARENT ENTITY INFORMATION 159
25 INVESTMENT IN JOINT VENTURE 160
1 SEGMENT INFORMATION 103
2 REVENUE 105
UNRECOGNISED ITEMS 161
3 OTHER GAINS AND LOSSES 107
4 EXPENSES 107 26 COMMITMENTS 161
5 CASH AND CASH EQUIVALENTS 108 27 CONTINGENT LIABILITIES 163
6 TAX 110 28 SUBSEQUENT EVENTS 164
7 ACQUISITION OF BUSINESSES 114
8 PROPERTY, PLANT AND EQUIPMENT 118 OTHER INFORMATION 165
9 GOODWILL AND OTHER INTANGIBLES 120
29 RETIREMENT BENEFIT PLANS 165
10 TRADE, OTHER RECEIVABLES
AND OTHER ASSETS 125 30 KEY MANAGEMENT PERSONNEL
COMPENSATION 167
11 TRADE AND OTHER PAYABLES 127
31 RELATED PARTY TRANSACTIONS 167
12 PROVISIONS 127
32 REMUNERATION OF AUDITORS 169
13 INVENTORY 128
33 OTHER ITEMS 169
CAPITAL 129
14 EQUITY 129
15 NON-CONTROLLING INTERESTS 131
16 DIVIDENDS 132
17 EARNINGS PER SHARE 133
18 SHARE-BASED PAYMENTS 134
Continuing operations
Cents Cents
This statement should be read in accompaniment with the notes to the financial statements.
2019 2018
$’000 $’000
Other comprehensive gain/(loss) for the period, net of tax 24,157 13,181
Net other comprehensive income not to be reclassified to profit or loss in subsequent periods for the period (30) (96)
Other comprehensive income/(loss) for the year, net of tax 24,127 13,085
This statement should be read in accompaniment with the notes to the financial statements.
This statement should be read in accompaniment with the notes to the financial statements.
Restated equity at 02 July 2018 192,808 (3,945) 17,206 (89,632) 177,272 (17) 293,692
Profit for the period - - - - 115,912 (1,533) 114,379
Other comprehensive income - (2,769) 25,655 (30) - 1,271 24,127
Total comprehensive income for the period - (2,769) 25,655 (30) 115,912 (262) 138,506
Transactions with non-controlling interests - - - - - (4,708) (4,708)
Dividends provided for or paid - - - - (96,124) - (96,124)
Employee share scheme 12,617 - - - - - 12,617
Issue of share capital for acquisition of businesses 793 - - - - - 793
Share options trust - - - (1,318) - - (1,318)
Recognition of share-based payments - - - (1,072) - - (1,072)
Non-controlling interest put option - - - (1,366) - 4,987 3,621
Balance at 30 June 2019 206,218 (6,714) 42,861 (93,418) 197,060 - 346,007
This statement should be read in accompaniment with the notes to the financial statements.
Consolidated statement of cash flows
for the year ended 30 June 2019
2019 2018
NOTE $’000 $’000
Cash and cash equivalents at the beginning of the period 75,996 50,454
Effects of exchange rate changes on the balance of cash held in foreign currencies 4,930 2,216
Cash and cash equivalents at the end of the period 5 101,404 75,996
This statement should be read in accompaniment with the notes to the financial statements.
BASIS OF PREPARATION
Domino’s Pizza Enterprises Limited (Domino’s) is a for-profit public company limited by shares incorporated and domiciled in Australia
whose shares are publicly traded on the Australian Securities Exchanges and trading under the symbol ‘DMP’. The nature of the operations
and principal activities of Domino’s and its subsidiaries (the Group) are described in the segment information.
The consolidated general purpose financial report of the Group for the year ended 30 June 2019 was authorised for issue in accordance with
a resolution of the directors on 20 August 2019. The directors have the power to amend and reissue the financial report.
• has been prepared on a going concern basis in accordance with the requirements of the Corporations Act 2001, Australian Accounting
Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and also comply with
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB);
• has been prepared on a historical cost basis, except for certain financial instruments which have been measured at fair value (refer to
note 22) and equity-settled share-based payments (refer to note 18). The carrying values of recognised assets and liabilities that are the
hedged items in fair value hedge relationships, which are otherwise carried at amortised costs, are adjusted to record changes in the fair
values attributable to the risks that are being hedged;
• is presented in Australian dollars with all values rounded to the nearest thousand dollars ($’000) unless otherwise stated which is in
accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191;
• presents reclassified comparative information where required for consistency with the current year’s presentation;
• adopts all new and amended Accounting Standards and Interpretations issued by the AASB that are relevant to the Group and effective
for reporting periods beginning on or before 02 July 2018 as listed in note 33;
• does not early adopt Accounting Standards and Interpretations that have been issued or amended but are not yet effective; and
• accounts for associates and joint ventures using the equity method as listed in note 25.
BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of the Group. A list of controlled entities (subsidiaries) at year-end
is contained in note 23.
Subsidiaries are entities over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries
are fully consolidated from the date on which control is transferred to the Group using the acquisition method of accounting described in
note 7. They are deconsolidated from the date that control ceases.
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting
policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist.
In preparing the consolidated financial statements all inter-company balances and transactions, income and expenses and profits and losses
resulting from intra-Group transactions have been eliminated.
FOREIGN CURRENCY
The functional currency of Domino’s Pizza Enterprises Limited is Australian dollars (‘$’), the functional currencies of overseas subsidiaries are
listed in note 23. As at the reporting date, the assets and liabilities of overseas subsidiaries are translated into Australian dollars at the rate of
exchange ruling at the balance sheet date and the income statements are translated at the average exchange rates for the year. The exchange
differences arising on the retranslation of overseas subsidiaries are taken directly to a separate component of equity.
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet 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 arising from the application of these procedures are taken to the income statement, with the exception of differences
on foreign currency borrowings that provide a hedge against a net investment in a foreign entity, which are taken directly to equity until the
disposal of the net investment and are then recognised in the income statement. Tax charges and credits attributable to exchange differences
on those borrowings are also recognised in equity.
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.
COMPARATIVE INFORMATION
Comparative amounts have, where necessary and immaterial, been reclassified or adjusted so as to be consistent with current year disclosures.
The estimates and judgements which involve a higher degree of complexity or that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next period are included in the following notes:
Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period; or in the
period and future periods if the revision affects both current and future periods.
KEY NUMBERS
Key numbers provides a breakdown of individual line items in the financial statements that the directors consider most relevant and summarises
the accounting policies, judgements and estimates relevant to understanding these items.
1 SEGMENT INFORMATION
RECOGNITION AND MEASUREMENT
The Group’s operating segments are organised and managed separately according to the market in which they operate.
The Group operates predominantly franchise networks and retail pizza stores. The Managing Director and Group Chief Executive Officer (the
chief operating decision-maker) considers, organises and manages the business from a geographic perspective, being the geographical region
where the goods and services are provided. Discrete financial information about each of these operating businesses is reported monthly to
the Managing Director and Group Chief Executive Officer, via a Group financial report for the purpose of making decisions about resource
allocation and performance assessment.
Continuing operations
Continuing operations
Revenue reported above represents revenue generated from external customers and franchisees. There were no inter-segment sales during
the period (2018: Nil).
The accounting policies of the reportable segments are the same as the Group’s policies described throughout the financial report. 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.
ASSETS LIABILITIES
2019 $’000 $’000
Continuing operations
Unallocated liabilities - -
ASSETS LIABILITIES
2018 $’000 $’000
Continuing operations
Unallocated liabilities - -
2 REVENUE
RECOGNITION AND MEASUREMENT
Revenue is recognised when or as the performance obligation under the relevant customer contract is completed. Performance obligations
may be completed at a point in time or over time.
Refer to note 33, which outlines the previous reporting period revenue recognition and measurement policies and the impact of the adoption
of AASB 15 Revenue from Contracts with Customers.
SALE OF GOODS
The revenue from the sale of food and beverages is recognised when the performance obligation has been satisfied. The performance
obligation is assessed to be satisfied when control of the goods is passed to the customer (at a point in time).
FRANCHISE REVENUE
Initial fees are recognised as revenue on a straight-line basis over the term of the respective franchise agreement. This is on the basis that
the Group has determined that the services provided in exchange for the initial fees are highly interrelated with the franchise right and are not
individually distinct from the ongoing services provided to the franchisees.
Revenue associated with continuing sales-based royalties and marketing fund royalties is recognised when the related franchisee sale occurs.
The Group considers there to be one performance obligation, being the franchise right.
SERVICE REVENUE
The Group provides services to franchisees and other third parties which are carried out in accordance with the contract. Service revenue is
recognised on satisfaction of the performance obligation which is when the services are rendered.
INTEREST REVENUE
Interest revenue is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured
reliably. Interest is determined using the effective interest rate method, which accrues interest 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.
2 REVENUE (Continued)
YEAR ENDED 30 JUNE 2019
Revenue
Revenue from sale of goods - point in time 127,569 361,530 448,646 937,745
Revenue from rendering of services - over time 10,563 424 - 10,987
Franchise services, supplier fees & other - point in time 148,389 53,321 4,583 206,293
Royalties, franchise services, supplier fees & other - over time 125,143 121,791 28,535 275,469
Interest revenue 2,636 348 1,932 4,916
Total revenue 414,300 537,414 483,696 1,435,410
2018
$’000
Revenue
Revenue from sale of goods 776,269
Revenue from rendering of services 17,803
Interest revenue - bank deposits 244
Interest revenue - other loans and receivables 3,506
Store asset rental revenue 7,156
Royalties, franchise service & supplier fees 326,333
Other revenue 22,641
Total revenue 1,153,952
CONTRACT LIABILITIES
Contract liabilities consist of deferred franchise fees. The Group’s franchise agreements typically require certain one-off fees. These fees
include initial fees paid upon executing a franchise agreement, renewal of the franchise right and fees paid in the event the franchise agreement
is transferred to another franchisees (collectively termed initial fees). Upon adoption of AASB 15, the Group has determined that the initial
fees are highly interrelated with the franchise right and are not individually distinct from the ongoing services provided to the franchisees. As a
result, upon adoption of AASB 15, initial fees are recognised as revenue over the term of each respective franchise agreement, which generally
ranges from a 5 to 10 year period. Revenue from these initial franchise fees are recognised on straight-line basis with the franchisee’s right to
use and benefit from the intellectual property.
Contract liabilities
Within one year 3,051
More than one year 15,645
Total 18,696
Contract liabilities at the beginning of the period was $20.1 million. The Group recognised $4.5 million of revenue related to contract liabilities.
Management expects to recognise $3.1 million related to deferred franchise fees during the next reporting period.
The Group has applied the sales-based royalty exemption which permits exclusion of variable consideration in the form of sales-based royalties
from the disclosure of remaining performance obligations.
Net gain on disposal of property, plant & equipment, goodwill and other non-current assets 17,433 18,079
Other - 1,450
No other gains or losses have been recognised in respect of loans and receivables other than as disclosed in note 2 and impairment losses
recognised/reversed in respect of trade and other receivables (see note 10).
4 EXPENSES
RECOGNITION AND MEASUREMENT
EMPLOYEE BENEFITS
The Group’s accounting policy for liabilities associated with employee benefits is set out in note 12. The policy relating to share-based payments
is set out in note 18.
The majority of employees in Australia and New Zealand are party to defined contribution schemes and fixed contributions from Group
companies and the Group’s legal or constructive obligation is limited to these contributions. Contributions to defined contribution funds are
recognised as an expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or a
reduction in the future payment is available.
OCCUPANCY EXPENSES
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. Operating lease incentives are
recognised as a liability when received and released to the income statement on a straight-line basis over the lease term.
Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.
An asset or liability is recognised for the difference between the amount paid and the lease expense recognised in earnings on a straight-line
basis.
FINANCE COSTS
Finance costs are recognised as an expense when they are incurred, except for interest charges attributable to major projects with substantial
development and construction phases that are capitalised.
Provisions and other payables are discounted to their present value when the effect of the time value of money is significant. The impact of
the unwinding of these discounts and any changes to the discounting is shown as a discount rate adjustment in finance costs.
4 EXPENSES (Continued)
2019 2018
NOTE $’000 $’000
(i) Net rental expenditure includes $27.9m (2018: $26.0m) rental receipts arising under sublease arrangements.
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:
2019 2018
$’000 $’000
101,404 75,996
RECONCILIATION OF PROFIT FOR THE PERIOD TO NET CASH FLOWS FROM OPERATING ACTIVITIES
2019 2018
$’000 $’000
164,395 162,161
2019 2018
MOVEMENT IN WORKING CAPITAL $’000 $’000
(Increase)/decrease in assets:
Increase/(decrease) in liabilities:
2019 2018
$’000 $’000
FINANCE FINANCE
LEASES DUE LEASES BORROW. BORROW.
WITHIN DUE AFTER DUE WITHIN DUE AFTER
CASH 1 YEAR 1 YEAR 1 YEAR 1 YEAR TOTAL
$’000 $’000 $’000 $’000 $’000 $’000
Net debt as at 03 July 2017 50,454 (3,537) (12,541) (14,373) (298,789) (278,786)
FINANCE FINANCE
LEASES DUE LEASES DUE BORROWINGS BORROWINGS
WITHIN 1 AFTER DUE WITHIN 1 DUE AFTER
CASH YEAR 1 YEAR YEAR 1 YEAR TOTAL
$’000 $’000 $’000 $’000 $’000 $’000
6 TAX
RECOGNITION AND MEASUREMENT
Income tax expense represents the sum of the tax currently payable and deferred tax.
CURRENT TAXES
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to taxation authorities at the tax rates
and tax laws enacted or substantively enacted by the balance sheet date in respective jurisdictions.
DEFERRED TAXES
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary
differences, carried forward unused tax assets and unused tax losses, to the extent that it is probable that taxable profits will be available to
utilise them.
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 balance sheet date.
6 TAX (Continued)
Deferred income tax is provided on temporary differences at balance sheet date between accounting carrying amounts and the tax bases of
assets and liabilities, other than for the following:
• where they arise from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and
• where taxable temporary differences relate to investments in subsidiaries, associates and interests in joint ventures:
Deferred tax liabilities are not recognised if the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are not recognised if it is not probable that the temporary differences will reverse in the foreseeable future and taxable
profit will not be available to utilise the temporary differences.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.
2019 2018
$’000 $’000
Adjustments recognised in the current year in relation to the current tax of prior years 330 (1,144)
Other - 584
50,103 45,775
Deferred tax expense/(income) relating to the origination and reversal of temporary differences (5,069) 8,443
Deferred tax expense/(income) relating to the origination in relation to change in tax rate in other jurisdiction - (1,159)
Other - (276)
6 TAX (Continued)
2019 2018
$’000 $’000
Effect of different tax rates of subsidiaries operating in other jurisdictions 610 1,008
Effect of tax concessions (research and development and other allowances) (1,445) (585)
45,188 53,384
Adjustments recognised in the current year in relation to the current tax of prior year 330 (1,269)
Adjustments recognised in the current year in relation to the deferred tax of prior year (484) 1,071
The tax rate used for the 2019 and 2018 reconciliation above is the corporate tax rate of 30% payable by Australian corporate entities on
taxable profits under Australian tax law.
2019 2018
$’000 $’000
711 1,021
2019 2018
$’000 $’000
1,579 767
(25,944) (18,945)
6 TAX (Continued)
RESTATED
OPENING OPENING CHARGED CHARGED ACQUISITIONS/ EXCHANGE CLOSING
BALANCE BALANCE (i) TO P&L TO EQUITY DISPOSALS DIFFERENCE BALANCE
2019 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Temporary differences
(57,470)
(i) The Group adopted the modified retrospective approach to the implementation of AASB 15. The new standard has therefore been
applied to contracts that remain in force at 02 July 2018. A transition adjustment has been recognised on transition at 02 July 2018,
without adjustment of the comparative. The Group has recognised a deferred tax asset of $6,196 thousand as at 02 July 2018 relating
to the contract liability on adoption of AASB 15. Refer to note 33 for the impact of the adoption of AASB 15 on the Group.
6 TAX (Continued)
OPENING CHARGED CHARGED ACQUISITIONS / EXCHANGE CLOSING
BALANCE TO P&L TO EQUITY DISPOSALS DIFFERENCE BALANCE
2018 $’000 $’000 $’000 $’000 $’000 $’000
Temporary differences
(68,181)
7 ACQUISITION OF BUSINESSES
RECOGNITION AND MEASUREMENT
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 acquired, liabilities incurred or assumed, and equity instruments issued
by the Group 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.
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 9, with the corresponding gain or loss being recognised in the statement
of profit or loss.
Where a business combination is achieved in stages, the Group’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 Group 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
Group 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 Group obtains complete information about facts and
circumstances that existed as of the acquisition date and is subject to a maximum of one year.
During the year the Group acquired a number of Domino’s Pizza branded stores from former and current franchisees, as well as other minor
acquisitions of businesses. The below provides a summary of these acquisitions during the year by segment:
Less fair value of net identifiable assets (6,492) (2,560) (1,518) (10,570)
(i) included in ANZ are the acquisition of two minor businesses for $1,703 thousand of consideration.
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 Group has paid a premium for the acquiree as it
believes the acquisitions will introduce additional synergies to its existing operations.
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.
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.
FAIR VALUE ON
ACQUISITION
$’000
Assets
Cash 7,592
Trade and other receivables 1,908
Other current assets 2,543
Property, plant and equipment 217
Other intangible assets 34,725
Other non-current financial assets 24
Total identifiable assets 47,009
Liabilities
Trade and other payables (6,228)
Non-current borrowings (124)
Deferred tax liability (10,846)
Total identifiable liabilities (17,198)
Total identifiable net assets at fair value 29,811
Total consideration 54,171
Less identifiable net assets at fair value (29,811)
Goodwill 24,360
Total consideration
Cash 52,324
Working capital adjustment 1,847
Total consideration 54,171
Net cash outflow arising on acquisition
Cash consideration 52,324
Less: cash and cash equivalent balances acquired (7,592)
44,732
During the period, the Group has finalised its acquisition accounting of Hallo Pizza with no revisions to the provisional acquisition accounting.
Goodwill arose on 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 Hallo Pizza. These benefits are not recognised separately from goodwill because they do not meet the recognition
criteria for identifiable intangible assets.
In determining the fair value of intangible assets arising on the acquisition of Hallo Pizza, judgements and estimates are required to be applied.
These estimates and judgements are detailed in note 9.
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.
DERECOGNITION
An item of property, plant and equipment is derecognised when it is sold or otherwise disposed of, or when its use is expected to bring no future
economic benefits. Any gain or loss from derecognising the asset, being the difference between the proceeds of disposal and the carrying
amount of the asset, is included in the income statement in the period the item is derecognised.
IMPAIRMENT
At the end of each reporting period, the Group reviews the carrying amounts of its property plant and equipment 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 Group 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.
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 or 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 or 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 or 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.
EQUIPMENT
UNDER
PLANT & FINANCE
EQUIPMENT LEASE AT
AT COST COST TOTAL
$’000 $’000 $’000
There was no depreciation during the period that was capitalised as part of the cost of other assets.
GOODWILL
Goodwill acquired in a business combination is initially measured at cost. Cost is measured as the cost of the business combination minus
the net fair value of the acquired and identifiable assets, liabilities and contingent liabilities. Following initial recognition, Goodwill is measured
at cost less any accumulated impairment losses.
INTANGIBLE ASSETS
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business
combination is their fair value at the date of acquisition.
Following initial recognition, intangible assets are carried at cost less amortisation and any impairment losses. Intangible assets with finite lives
are amortised on a straight-line basis over their useful lives and tested for impairment whenever there is an indication that they may be impaired.
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.
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.
IMPAIRMENT
The Group tests intangibles and goodwill for impairment:
Assets are impaired if their carrying value exceeds their recoverable amount. The recoverable amount of an asset or CGU is determined as
the higher of its fair value less costs of disposal (FVLCOD) or value in use (VIU). An impairment loss recognised for goodwill is not reversed in
subsequent periods.
IMPAIRMENT CALCULATIONS
In assessing VIU, 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 or CGU. In determining FVLCOD, a discounted cash flow model is
used based on a methodology consistent with that applied by the Group in determining the value of potential acquisition targets, maximising
the use of market observed inputs. These calculations, classified as Level 3 on the fair value hierarchy, are compared to valuation multiples
or other fair value indicators where available to ensure reasonableness.
On determining FVLCOD, the valuation model incorporates the cash flows projected over the duration of the current corporate plan period.
These projections are discounted using a risk adjusted discount rate commensurate with a typical market participant’s assessment of the
risk associated with the projected cash flows.
For both the VIU and FVLCOD models, cash flows beyond the corporate plan period are extrapolated using estimated growth rates, which are
based on Group estimates, taking into consideration historical performance as well as expected long-term operating conditions. Growth rates
do not exceed the consensus forecasts of the long-term average rate for the industry in which the CGU operates.
Discount rates used in both calculations are based on the weighted average cost of capital determined by prevailing or benchmarked market
inputs, risk adjusted where necessary. Other assumptions are determined with reference to external sources of information and use consistent,
reasonable estimates for variables such as terminal cash flow multiples. Increases in discount rates or changes in other key assumptions, such
as operating conditions or financial performance, may cause the recoverable amounts to reduce.
RECOGNISED IMPAIRMENT
There was no impairment recognised during the 2019 financial year (2018: nil).
The liability associated with the Franchise Network Assets for Germany is valued using a multi-period excess earnings method income approach
taking into account forecast revenue and EBITDA margin with a discount rate applied. These inputs are not observable therefore the liability
is considered a level 3 in the hierarchy of fair value as disclosed in note 22.
GOODWILL
$’000
Cost 475,005
Movement
Cost 428,804
Movement
Additions 322
Movement
Net carrying amount at the beginning of the year 71,493 13,715 91,411 189,088 365,707
Other including foreign exchange movement 1,352 503 4,605 5,301 11,761
Net carrying amount at the end of the year 80,842 15,785 77,781 194,389 368,797
Movement
Net carrying amount at the beginning of the year 60,732 6,816 89,352 145,845 302,745
Net carrying amount at the end of the year 71,493 13,715 91,411 189,088 365,707
Goodwill
Goodwill impairment
2019 - - - - - -
2018 - - - - - -
2019 - - - - - -
2018 - - - - - -
ESTIMATES AND JUDGEMENTS IN DETERMINING THE RECOVERABLE AMOUNT OF THE CASH GENERATING UNITS
In assessing the recoverable amount of CGUs, the calculations necessarily require estimates and assumptions around future cashflows, growth
rates and discount rates. The resulting recoverable amount can be sensitive to these outputs. Key assumptions used are detailed further below.
All CGUs have adopted the VIU valuation methodology to determine the recoverable amount. EBIT growth over the forecast period is based
on past experience and expectations of average sale percentages growth rates. The post-tax discount rates incorporate a risk-adjustment
relative to the risks associated with the net post-tax cash flows being achieved, whilst the terminal growth rates are based on market estimates
of the long-term average industry growth rate.
(i) Compound annual growth rate (CAGR) for the corporate plan period has been calculated based on the compound EBITDA growth over
the forecast period adjusted for any non-recurring costs.
The FR & BE CGU has been adversely impacted by discretionary franchisee support provided during 2019; with this cost not forecast to
continue over the longer term. Therefore this has increased the 2019 disclosed CAGR for the FR & BE CGU.
The Group 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. The sensitivity tests applied were to
reduce the forecasted EBITDA growth rates by 2% and an increase to the post-tax discount rates by 1% for each cash-generating unit, which
did not result in the cash-generating units carrying amounts exceeding the recoverable amounts.
TRADE RECEIVABLES
At initial recognition, trade receivables and other debtors that do not have a significant financing component are recognised at their transaction
price.
Trade receivables generally have terms of up 30 days. They are recognised initially at fair value and subsequently at amortised cost using the
effective interest method, less an allowance for impairment. Allowance for impairment is determined using an expected credit loss approach.
Before accepting any new franchisees and business partners, the Group uses extensive credit verification procedures. Receivable balances
are monitored on an ongoing basis and the Group’s exposure to bad debts is not significant. With respect to trade receivables that are neither
impaired nor past due, there are no indications as of the reporting date that the debtors will not meet their payment obligations.
FAIR VALUE
Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair value.
CREDIT RISK
Credit risk arises from exposure to retail customers and franchisees, including outstanding receivables and committed transactions.
Collectability and impairment are assessed on an ongoing basis at a regional level. Impairment is recognised in the income statement when
there is objective evidence that the Group will not be able to collect the debts.
The Group applies the ‘simplified approach’ to measuring expected credit losses (“ECL”) which uses a lifetime expected loss allowance for all
trade receivables. The ECL is estimated using a provision matrix based on the Group’s historical credit loss experiences
The Group writes off trade receivables when there is information indicating the debtor is in severe financial difficulty and there is no realistic
prospect of recovery, e.g. when the debtor has been placed in liquidation or has entered bankruptcy proceedings. Trade receivables written
off may still be subject to enforcement activities under the Group’s recovery processes, considering legal advice where appropriate. Any
recoveries made are recognised in profit and loss.
2019 2018
$’000 $’000
2019 2018
$’000 $’000
2019 2018
$’000 $’000
Included in the Group’s trade receivables balance are debtors with a carrying amount of $5,707 thousand (2018: $4,280 thousand), which
are past due at the reporting date.
2019 2018
$’000 $’000
Current
Goods and services tax (GST)/ Value added tax (VAT) payable 9,733 9,980
(i) The average credit period on purchases of goods is 30 days. The Group has financial risk management policies in place to ensure that
all payables are paid within the credit timeframe.
12 PROVISIONS
RECOGNITION AND MEASUREMENT
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the
Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
EMPLOYEE BENEFITS
The provision for employee benefits represents annual leave, long service leave entitlements and incentives accrued by employees.
LEGAL PROVISION
The provision for legal costs relate to claims that were brought against the company by a number of former and current Pizza Sprint franchisees.
12 PROVISIONS (Continued)
Other provisions
STRAIGHT- LEGAL
MAKE GOOD LINE LEASING PROVISIONS TOTAL
$’000 $’000 $’000 $’000
Balance at 03 July 2017 1,713 189 6,000 7,902
Recognised in profit or loss 45 - (1,444) (1,399)
Additional provisions recognised 379 16 60 455
Reductions arising from payments (342) - (1,733) (2,075)
Movements resulting from remeasurement 96 - 364 460
Balance at 02 July 2018 1,891 205 3,247 5,343
Recognised in profit or loss (93) (79) (60) (232)
Reductions arising from payments 138 - (569) (431)
Movements resulting from remeasurement - - 90 90
Balance at 30 June 2019 1,936 126 2,708 4,770
13 INVENTORY
RECOGNITION AND MEASUREMENT
Inventories are valued 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 is the estimated selling price in the ordinary course of business less estimated costs to sell.
2019 2018
$’000 $’000
Raw materials 5,219 4,154
Finished goods 16,891 15,117
Total inventory 22,110 19,271
There are no inventories (2018: $nil) expected to be recovered after more than 12 months. Expenses relating to inventories are recorded under
Food, equipment and packaging expenses.
CAPITAL
Capital provides information about the capital management practices of the Group.
14 EQUITY
ISSUED CAPITAL
2019 2018
$’000 $’000
85,634,040 fully paid ordinary shares (01 July 2018: 85,368,040) 206,218 192,808
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.
Shares issued:
Issue of shares under executive share option plan 248 12,617 839 36,094
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
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. Refer to note 18.
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, 248,350 options were exercised (2018: 839,250). A total of $12,616,763 was received as consideration for 248,350 fully paid
ordinary shares of Domino’s Pizza Enterprises Limited on exercise of the options in the current financial year (2018: $36,094,377).
14 EQUITY (Continued)
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 30 June 2019
will be paid in cash only.
RESERVES
FOREIGN CURRENCY TRANSLATION
Exchange differences relating to the translation of the net assets of the Group’s foreign operations from their functional currencies to the Group’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 weakening of the Australian
Dollar verse Japanese Yen and Euro.
HEDGING RESERVE
The hedging reserve represents hedging gains and losses recognised on the effective portion of net investment and cash flow hedges.
OTHER RESERVES
The equity settled share-based benefits reserve arises on the grant of share options to executives under the Executive Share and Option Plan
(ESOP). Further information about ESOP is made in note 18 to the financial statements. The Group settled the Domino’s Pizza Enterprises
Limited Employee Share Trust to manage the share option plan.
2019 2018
$’000 $’000
Foreign currency translation 42,861 17,206
Hedging (6,714) (3,945)
Other (93,418) (89,632)
Balance at the end of the year (57,271) (76,371)
Hedging reserve
Balance at beginning of financial year (3,945) (158)
Net investment hedge (2,230) (5,869)
Cash flow hedge (2,551) 614
Income tax related to gain/(loss) on hedging items 2,012 1,468
Balance at the end of the year (6,714) (3,945)
14 EQUITY (Continued)
2019 2018
$’000 $’000
Other Reserves
RETAINED EARNINGS
2019 2018
NOTE $’000 $’000
15 NON-CONTROLLING INTERESTS
RECOGNITION AND MEASUREMENT
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 Group’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 method (equity 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, the accounting treatment is as follows:
(a) The amount that would have been recognised for the non-controlling interest, including an update to reflect allocations of profit or loss,
allocations of changes in other comprehensive income and dividends declared for the reporting period, as required by AASB 10;
(b) The non-controlling interest is derecognised as if it was acquired at that date;
(c) A financial liability at the present value of the amount payable on exercise of the non-controlling put in accordance with AASB 9. There is
no impact on the profit or loss from the unwinding of the discount due to the passage of time; and
(d) The difference between (b) and (c) as an equity transaction in other reserves.
If the non-controlling interest put or call is exercised, the same treatment is applied up to the date of exercise. The amount recognised as the
financial liability at that date is extinguished by the payment of the exercise price.
The non-controlling interest relates to a 33.3% interest in the Group’s operations in Germany.
16 DIVIDENDS
2019 2018
Recognised amounts
Interim partially franked dividend for half-year ended 62.7 53,693 58.1 50,904
Partially franked dividend for full year ended 49.7 42,431 44.9 39,904
Unrecognised amounts
Partially franked dividend for full year ended 52.8 45,215 49.7 42,431
On 20 August 2019, the directors declared a final dividend of 52.8 cents per share to the holders of fully paid ordinary shares in respect of
the financial year ended 30 June 2019, to be paid to shareholders on 12 September 2019. The dividend will be paid to all shareholders on the
Register of Members on 28 August 2019. The total estimated dividend to be paid is $45,215 thousand.
FRANKED DIVIDENDS
The franked portions of the final dividends determined after 30 June 2019 will be franked out of existing franking credits or out of franking
credits arising from the payment of income tax in the financial year ended 30 June 2019.
2019 2018
$’000 $’000
Franking credits available for subsequent financial years based on a tax rate of 30.0% 24,057 17,025
The above amounts are calculated from the balance of the franking account as at the end of the reporting period, adjusted for franking credits
and debits that will arise from the settlement of liabilities or receivables for income tax and dividends after the end of the year.
2019 2018
CENTS CENTS
From continuing operations attributable to the ordinary equity holders of the Company 135.5 139.4
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.
2019 2018
CENTS CENTS
From continuing operations attributable to the ordinary equity holders of the Company 135.4 139.0
2019 2018
$’000 $’000
Profit attributable to the ordinary equity shareholders of the Company used in calculating basic and
diluted earnings per share 115,912 121,466
2019 2018
NO.’000 NO.’000
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 85,531 87,134
Weighted average number of ordinary and potential ordinary shares used as the denominator in
calculating diluted earnings per share 85,611 87,367
18 SHARE-BASED PAYMENTS
RECOGNITION AND MEASUREMENT
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 Black Scholes 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.
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 Group’s estimate of equity instruments that will eventually vest. At each reporting period, the Group 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.
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.
2019
GRANTED
DURING LAPSED /
BALANCE AT AND IN EXERCISED FORFEITED BALANCE EXERCISABLE
START OF RESPECT OF DURING DURING AT END OF AT END OF
ISSUE & THE YEAR THE YEAR THE YEAR THE YEAR THE YEAR THE YEAR
OPTIONS GRANT EXPIRY
SERIES DATE DATE NUMBER NUMBER NUMBER NUMBER NUMBER NUMBER
GRANTED
DURING LAPSED /
BALANCE AT AND IN EXERCISED FORFEITED BALANCE EXERCISABLE
START OF RESPECT OF DURING DURING AT END OF AT END OF
ISSUE & THE YEAR THE YEAR THE YEAR THE YEAR THE YEAR THE YEAR
OPTIONS GRANT EXPIRY
SERIES DATE DATE NUMBER NUMBER NUMBER NUMBER NUMBER NUMBER
(18) 29 Oct 14 28 Oct 20 300,000 - (300,000) - - -
(19) 29 Oct 14 31 Aug 18 319,250 - (318,750) - 500 -
(20) 27 Jan 15 31 Aug 18 150,000 - (150,000) - - -
(21) 3 Feb 15 31 Aug 18 43,000 - (39,000) - 4,000 -
(22) 20 Jun 15 31 Aug 18 37,100 - (31,500) - 5,600 -
(23) 3 Sep 15 28 Oct 20 300,000 - - - 300,000 -
(24) 3 Sep 15 31 Aug 19 579,250 - - (141,750) 437,500 -
(24) 3 Sep 15 31 Aug 20 150,000 - - - 150,000 -
(25) 1 Sep 16 28 Oct 20 400,000 - - - 400,000 -
(26) 1 Sep 16 31 Aug 20 200,000 - - - 200,000 -
(27) 1 Sep 16 31 Aug 20 692,750 - - (269,750) 423,000 -
(28) 8 Nov 17 31 Aug 21 - 220,000 - - 220,000 -
(29) 19 Apr 18 31 Aug 21 - 629,500 - (13,500) 616,000 -
TOTAL 3,171,350 849,500 (839,250) (425,000) 2,756,600 -
The weighted average exercise price at the date of the exercise of options during the 2019 financial year was $40.81 (2018: $21.44).
The weighted average remaining contractual life of options outstanding at the end of the 2019 financial year was 1.92 years (2018: 2.34 years)
The model inputs for options granted during 2019 financial year include:
The model inputs for options granted during 2018 financial year include:
SHARE PRICE AT
2019 OPTION SERIES NUMBER EXERCISED EXERCISE DATE EXERCISE DATE ($)
FINANCIAL MANAGEMENT
Financial management provides information about the debt management practices of the Group as well as the Group’s exposure to various
financial risks, how these affect the Group’s financial position and performance and what the Group does to manage these risks.
19 BORROWINGS
RECOGNITION AND MEASUREMENT
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost.
Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period
of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs
of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw
down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a
prepayment for liquidity services and amortised over the period of the facility to which it relates.
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.
FINANCE LEASES
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.
Assets held under finance leases are initially recognised as assets of the Group 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 Group’s general policy on borrowing costs. 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.
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.
During the current financial year, the Group acquired $8.6 million of assets under finance lease (2018: $4.3 million).
19 BORROWINGS (Continued)
2019 2018
NOTE $’000 $’000
Loan from other entities
Loans from other entities 35,786 32,839
Total from other entities 35,786 32,839
Committed
Bank loans(i) 599,031 552,524
Finance lease liabilities (ii)
16,632 13,136
Total committed borrowings 615,663 565,660
(ii) Secured by the assets leased, the current market value of each exceeds the value of the finance lease liability.
The unused facilities available on the Group’s bank overdraft are $5,868 thousand (2018: $5,752 thousand). For further information in respect
of the Group’s borrowings, refer to note 22.
20 FINANCIAL ASSETS
RECOGNITION AND MEASUREMENT
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 time frame 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.
Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (FVPL) or through
other comprehensive income (FVOCI) and those held at amortised cost.
Classification depends on the business model for managing the financial assets and the contractual terms of the cash flows. Management
determines the classification of financial assets at initial recognition. Generally, the Group does not acquire financial assets for the purpose
of selling in the short-term. When the Group enters into derivative contracts, these transactions are designed to reduce exposures relating
to assets and liabilities, firm commitments or anticipated transactions.
Refer to note 33 for impact of AASB 9 Financial Instruments and previous recognition and measurement policies.
Income is recognised on an effective interest rate basis for financial assets held at amortised cost.
• Debt instruments that are held under a business model where they are held for the collection of contractual cash flows and also for sale
(‘collect and sell’) and which have cash flows that meet the SPPI criteria.
All movements in the fair value of these financial assets are taken through other comprehensive income, except for the recognition of
impairment gains or losses, interest revenue (including transaction costs by applying the effective interest method), gains or losses
arising on derecognition and foreign exchange gains and losses which are recognised in the income statement. When the financial assets
are derecognised, the cumulative fair value gain or loss previously recognised in other comprehensive income is reclassified to the
income statement.
• Equity investment where the Group has irrevocably elected to present fair value gains and losses on revaluation in other comprehensive
income. The election can be made for each individual investment however it is not applicable to equity investments held for trading.
Fair value gains or losses on revaluation of such equity investments, including any foreign exchange components, are recognised in other
comprehensive income. When the equity investment is derecognised, there is no reclassification of fair value gains or losses previously
recognised in other comprehensive income to the income statement. Dividends are recognised in the income statement when the right
to receive payment is established.
• Debt instruments that do not meet the criteria of amortised cost or fair value through other comprehensive income.
Subsequent fair value gains or losses are taken to the income statement.
• Equity investments which are held for trading or where the FVOCI election has not been applied. All fair value gains or losses are related
dividend income are recognised in the income statement.
• Derivatives which are not designated as a hedging instrument. All subsequent fair value gains or losses are recognised in the income
statement.
Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to
their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is
designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the
hedge relationship.
As permitted by AASB 9, the Group applies the ‘simplified approach’ to trade receivable balances and the ‘general approach’ to all other
financial assets (refer to note 10). The general approach incorporates a review for any significant increase in counterparty credit risk since
inception. The ECL reviews include assumptions about the risk of default and expected loss rates.
2019 2018
$’000 $’000
Financial Assets
Current
Loans to franchisees 16,528 26,705
Foreign exchange forward contracts - 150
Total current financial assets 16,528 26,855
Non-current
Loans to franchisees 50,081 61,159
Allowance for doubtful loans (1,141) (1,232)
Financial guarantee receivable 1,494 195
Long-term store rental security deposits 19,979 15,314
Total non-current financial assets 70,413 75,436
Current 16,528 26,855
Non-current 70,413 75,436
Total financial assets 86,941 102,291
IMPAIRMENT
Before providing any new loans to franchisees, the Group 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 was 6.7% (2018: 7%) in Australia and New Zealand, the average interest charged in France is 5.61% (2018: 6.41%),
in the Netherlands is 7.79% (2018: 7.88%), in Germany is 4.78% (2018: 4.87%) and the average interest charged in Japan is 5.0% (2018: 5.0%).
The Group applies the ‘general approach’ to measuring expected credit losses which uses a lifetime expected loss allowance for franchisee
loans. The general approach incorporates a review for any significant increase in counterparty credit risk since inception. The ECL review
includes assumptions about the risk of default and expected credit loss rates.
2019 2018
$’000 $’000
2019 2018
$’000 $’000
21 FINANCIAL LIABILITIES
RECOGNITION AND MEASUREMENT
Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement.
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.
Financial guarantee contract liabilities are measured initially at their fair values and, if not designated as at FVPL, 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 Note 2.
FINANCIAL LIABILITIES
Financial liabilities are classified as either financial liabilities ‘at FVPL’ or ‘other financial liabilities’.
• 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 Group 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 FVPL 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 9 ‘Financial Instruments’ permits the entire combined
contract (asset or liability) to be designated as at FVPL.
Financial liabilities at FVPL 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.
FINANCIAL BORROWINGS
Borrowing and other financial liabilities (including trade payables but excluding derivative liabilities) are recognised initially at fair
value, net of transaction costs incurred, and are subsequently measured at amortised cost.
Non-current
(i) Market access right arising in respect of the Group’s contractual arrangements with DPG.
(ii) Put / call option liability arises in respect of the minority interest in Domino’s Germany.
The capital structure of the Group consists of net debt, which includes borrowings, cash and cash equivalents and equity attributable to equity
holders of the parent, comprising issued capital, reserves, retained earnings and non-controlling interest.
The Group operates globally, primarily through subsidiary companies established in the markets in which the Group trades, these companies
are not subject to externally imposed capital requirements.
Operating cash flows are used to maintain and expand the Groups assets, as well as to make routine outflows of tax, dividends and repayment
of maturing debt. The Group policy is to control borrowing centrally; using a variety of capital market issues and borrowing facilities, to meet
anticipated funding requirements.
The Group’s management and board of directors review the capital structure formally on an annual basis. The board of directors consider
the cost of capital and associated risk. Based on recommendations from management and the board of directors, the Group will balance its
overall capital structure through payment of dividends, new share issues and issue or redemption of debt.
GEARING RATIO
The gearing ratio at the end of the reporting period was as follows:
2019 2018
$’000 $’000
Equity (ii)
346,007 307,664
(i) Debt is defined as long-term and short-term borrowings, as detailed in note 19.
(ii) Equity includes all capital and reserves that are managed as capital.
2019 2018
INTEREST INTEREST
FINANCIAL ASSETS CLASSIFICATION NOTE RATE %(I) $’000 RATE %(I) $’000
2019 2018
INTEREST INTEREST
FINANCIAL LIABILITIES CLASSIFICATION NOTE RATE %(I) $’000 RATE %(I) $’000
Loans from other entities Amortised cost 19 2.70 35,786 3.00 32,839
(i) Interest rates represent the weighted average effective interest rate.
• Liquidity risk
• Market risk, including foreign currency, interest rate and commodity price risk; and
• Credit risk
The Group seeks to manage and minimise its exposure to these financial risks by using derivative financial instruments to hedge the risk,
governed by the approved Group policies, which provides written principles on foreign exchange risk, interest rate risk, credit risk and the use
of derivatives and investment of excess liquidity. Compliance with policies and exposure limits are reviewed by the board of directors. The
Group does not enter into or trade financial instruments, including derivative instruments, for speculative purposes.
LIQUIDITY RISK
FINANCING FACILITIES
2019 2018
$’000 $’000
Amount used - -
Expected future interest payments on loans and borrowings exclude accruals already recognised in trade and other payables.
For foreign exchange derivatives and cross-currency interest rate swaps, the amounts disclosed are the gross contractual cash flows to be paid.
01 JULY 2018
Financial assets
Trade and other receivables 78,181 - -
Loans receivable 26,705 36,823 23,104
Cash and cash equivalents 75,996 - -
Financial guarantee contracts - 195 -
Deposits - 15,314 -
Financial liabilities
Trade and other payables (156,045) - -
Derivative instruments in designated hedge accounting relationships (49) - -
Bank loans - (552,524) -
Loans from other entities - (32,839) -
Finance lease liability (3,700) (9,436) -
Market access right (4,270) (28,228) -
Put option liability - (88,900) -
Contingent consideration (625) (1,500) -
Deferred consideration (650) (2,065) -
Rent incentive liability (121) (1,222) -
Other financial liabilities (6,931) - -
Net Settled
Gross Settled
2018
Net Settled
Gross Settled
8 (12) 105 -
MARKET RISK
The Group enters into a variety of derivative and non-derivative financial instruments to manage its exposure to interest rate and foreign
currency risk, including;
EXPOSURE
The Group’s exposure, before hedging arrangements, to the NZ dollar, Euro and Japanese Yen at the balance sheet date were as follows:
ASSETS LIABILITIES
The objective of the Group’s policy on foreign exchange hedging is to protect the Group from adverse currency fluctuations.
The following exchange rates have been used in performing the sensitivity analysis:
The impact on profit and equity is estimated by relating the hypothetical changes in the NZ Dollar, Japanese Yen and Euro exchange rate to
the balance of financial instruments at the reporting date. Foreign currency risks, as defined by AASB 7 Financial Instruments: disclosure, arise
on account of the financial instruments being denominated in a currency that is not the functional currency in which the financial instruments
are measured.
• The impact of applying the above foreign exchange movements to financial instruments that are not in hedge relationships will be recognised
directly in profit or loss;
• Tothe extent that the foreign currency denominated derivatives on balance sheet form part of an effective cash flow hedge relationship,
any fair value movements caused by applying the above sensitivity movements will be deferred in equity and will not affect profit or loss; and
• Movements in financial instruments forming part of an effective fair value hedge relationship will be recognised in profit or loss. However,
as a corresponding entry will be recognised for the hedged item, the net effect on profit or loss will be nil.
The below table details the impact of the Group’s profit after tax and other equity had there been a movement in the NZ dollar, Japanese Yen
and Euro with all other variables held constant.
TOTAL IMPACT
2019 2018
$’000 $’000
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 8,707 10,404
If there was a 10% decrease in exchange rates with all other variables held constant (10,642) (12,715)
From a Group perspective, any internal contracts are eliminated as part of the consolidation process, leaving only external contracts.
EXPOSURE
As at the balance sheet date, the Group had financial assets and liabilities with exposure to interest rate risk. Interest on financial instruments
classified as floating rate, is repriced at intervals of less than one year. Interest on financial instruments, classified as fixed rate, is fixed until
maturity of the instrument. The classification between fixed and floating interest takes into account applicable hedge instruments. Other
financial instruments of the Group that are not included in the following table are non-interest bearing and are therefore not subject to interest
rate risk.
If interest rates had moved by 100 basis points and with all other variables held constant, profit before tax and equity would be affected as
follows:
2019 2018
$’000 $’000
The methods and assumptions used to estimate the fair value of financial instruments are as follows:
CASH
The carrying amount is the fair value due to the asset’s liquid nature.
RECEIVABLES/PAYABLES
Due to the short-term nature of these financial rights and obligations, carrying amounts represent the fair values.
DERIVATIVES
The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade
credit ratings. Foreign exchange forward contracts, interest rate swap contracts and cross-currency interest rate swaps are all valued using
forward pricing techniques. This includes the use of market observable inputs, such as foreign exchange spot and forward rates, yield curves
of the respective currencies, interest rate curves and forward rate curves of the underlying commodity. Accordingly, these derivatives are
classified as Level 2.
• Level 1: the fair value is calculated using quoted prices in active markets.
• Level 2: the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly (as prices) or indirectly (derived from prices).
• Level 3: the fair value is estimated using inputs for the asset or liability that are not based on observable market data.
The following table presents the Group’s assets and liabilities measured and recognised at fair value at the reporting date.
Financial liabilities
01 JULY 2018
Financial assets
Financial liabilities
The only financial liabilities subsequently measured at fair value on Level 3 fair value measurement represent the fair value of the put option
and market access right relating to the acquisition of Domino’s Pizza Germany and contingent consideration for previous acquisitions.
No gain or loss for the year relating to these liabilities has been recognised in profit or loss.
The opening balance for the put option liabilities was $88.9 million and has a closing balance at year end of $87.8 million. The movement of
the put liability is recorded in reserves.
No gain or loss relating to level 3 liabilities has been recognised in profit or loss.
The level 2 financial instruments have been valued using the discounted cash flow technique. 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.
The valuation technique used is the unlevered price/earnings multiple which requires future earnings to be estimated. The significant
unobservable inputs include adjusted unlevered price/earnings multiple and the put option is exercisable 4 years (January 2020) from date
of the joint venture agreement (December 2015). The call option is exercisable 6 years (January 2022) from the date of the joint venture
agreement. The earnings and margins are based on management’s experience and knowledge of the market conditions of the industry, with
the higher earnings resulting in a higher fair value and the shorter the time period resulting in a lower fair value.
The valuation technique used is the income approach. In this approach the discounted cash flows are used to capture the future cost of
the asset. The significant unobservable inputs include adjusted unlevered price/earnings multiples. The earnings and margins are based on
management’s experience and knowledge of the market conditions of the industry, with the higher earnings resulting in a higher fair value.
The discounted cash flow method was used to calculate the present value of the expected future economic benefits that will flow out of
the Group arising from the contingent consideration. The significant unobservable inputs include the projected gross margin based on
management’s experience and knowledge of market and industry conditions. Significant increase/(decrease) in the gross profit would result
in a higher/(lower) fair value of the contingent consideration liability.
The amounts set out in note 20 and 21 represent the derivative financial assets and liabilities of the Group, that are subject to the above
arrangements and are presented on a gross basis.
HEDGING
The Group designates certain derivatives as hedging instruments in respect of foreign currency risk and interest rate risk in fair value hedges,
cash flow hedges, or hedges of net investment in foreign operations as appropriate. Hedges of foreign exchange risk on firm commitments
are accounted for as cash flow hedges.
At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along
with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge
and on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting changes in fair values or cash flows
of the hedged item attributable to the hedged risk, which is when the hedge relationship meet all of the hedge effectiveness requirements
prescribed in AASB 9. There has been no material change to the Group’s hedging policies as a result of the adoption of AASB 9.
If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge ratio but the risk management objective
for that designated hedging relationship remains the same, the Group adjust the hedge ratio for the hedging relationship (i.e. rebalances the
hedge) so that it meets the qualifying criteria again.
Contracts denominated in US dollar to hedge highly probable sale and purchase transactions (cash flow hedges).
To optimise the Group’s exposure to fixed and floating interest rates arising from borrowings. These hedges incorporate cash hedges, which
fix future interest payments, and fair value hedges, which reduce the Group’s exposure to changes in the value of its assets and liabilities
arising from interest rate movements
To either reduce the Group’s exposure to exchange rate variability in its interest repayments of foreign currency denominated debt (cash flow
hedges) or to hedge against movements in the fair value of those liabilities due to exchange and interest rate movements (fair value hedges).
The borrowing margin on the Group’s cross-currency interest rate swap has been treated as a cost of hedging and deferred into equity. These
costs are then amortised to the profit and loss as a finance cost over the remaining life of the borrowing.
The Group discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria. This
includes instances when the hedging instrument expires or is sold, terminated or exercised. The discontinuation is accounted for prospectively.
Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is recognised when
the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur the gain or loss
accumulated in equity is recognised immediately in profit or loss.
The Group uses cash flow hedges to mitigate the risk of variability of future cash flows attributable to foreign currency fluctuations over the
hedging period associated with foreign currency borrowings and ongoing business activities, predominantly where there are highly probable
purchases or settlement commitments in foreign currencies. The Group also uses cash flow hedges to hedge variability in cash flows due to
interest rates associated with borrowings.
At 30 June 2019, the Group have interest rate swap agreements in place with a notional amount of €131 million and ¥12 billion, whereby the
Group receives a fixed rate of interest of EURIBOR (floored at 0%) and TIBOR +0% and pays interest at rate equal to 0.168% and 0.242% on
the notional amount. The swap is being used to hedge the exposure to changes in the fair value of its fixed rate secured loans.
Under interest rate swap contracts, the Group agrees to exchange the difference between fixed and floating rate interest amounts calculated
on agreed notional principal amounts. Such contracts enable the Group to mitigate the risk of changing interest rates on the fair value of issued
fixed rate debt held and the cash flow exposures on the issued variable rate debt held. The fair value of interest rate swaps at the reporting
date is determined by discounting the future cash flows using the curves at the reporting date 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 financial year.
As the critical terms of the interest rate swap contracts and their corresponding hedged items are the same, the Group performs a qualitative
assessment of effectiveness and it is expected that the value of the interest rate swap contracts and the value of the corresponding hedged
items will systematically change in opposite direction in response to movements in the underlying interest rates. The main source of hedge
ineffectiveness in these hedge relationships is the effect of the counterparty and the Group’s own credit risk on the fair value of the interest
rate swap contracts, which is not reflected in the fair value of the hedged item attributable to the change in interest rates. No other sources
of ineffectiveness emerged from these hedging relationships.
2019
‘000
Change in intrinsic value of outstanding hedging instrument since 02 July 2018 (AUD) (715)
Change in value of hedged item used to determine hedge effectiveness (AUD) 715
Change in intrinsic value of outstanding hedging instrument since 02 July 2018 (AUD) (1,634)
Change in value of hedged item used to determine hedge effectiveness (AUD) 1,634
The line item in the statement of financial position which is impacted by the hedging instrument is current financial liabilities.
Amounts recognised in equity are transferred to income statement when the hedged transaction affects profit or loss, such as when hedged
income or expenses are recognised or when a forecast sale occurs or the asset is consumed. When the hedged item is the cost of a non-
financial asset or liability, the amounts taken to equity are transferred to the initial carrying amount of the non-financial asset or liability.
If the forecast transaction is no longer expected to occur, amounts previously recognised in equity are transferred to the income statement. If
the hedging instrument expires or is sold, terminated or exercised without replacement or roll over, or if its designation as a hedge is revoked,
amounts previously recognised in equity remain in equity until the forecast transaction occurs.
Gains and losses on the hedging instrument relating to the effective portion of the hedge accumulated in the foreign currency translation
reserve are reclassified to profit or loss on the disposal or partial disposal of the foreign operations.
Included in borrowings at 30 June 2019 is borrowings of $150,164 thousand, which has been designated as hedge of the net investments in
the Group’s European subsidiaries. These borrowings are being used to hedge the Group’s exposure to the foreign exchange risk on these
investments.
There are economic relationships between the hedged items and the hedging instruments as the net investment creates a transaction risk
that will match the foreign exchange risk on the Euro borrowings. The Group has established a hedge ratio of 1:1 as the underlying risk of the
hedging instruments are identical to the hedged risk component. The hedge ineffectiveness will arise when the amount of the investment in
the foreign subsidiary become lower than the amount of the fixed rate borrowing.
The impact of the hedging instruments on the statement of financial position is, as follows:
2019
‘000
Change in intrinsic value of outstanding hedging instrument since 02 July 2018 (AUD) (4,059)
Change in value of hedged item used to determine hedge effectiveness (AUD) 4,059
HEDGING RESERVES
The Group’s hedging reserves are disclosed in note 14.
CREDIT RISK
Franchisee’s and customers who trade on credit terms are subject to credit verification procedures, including an assessment of financial
position, past experience and industry reputation. In addition, receivable balances are monitored on an ongoing basis with the result that the
Group’s exposure to bad debts is not significant. In the event that a loan defaults, the Group’s policy is to purchase and operate the store as
a corporate store.
The credit quality of trade receivables and loans neither past due nor impaired has been assessed as high based on information on counterparty
and historical counter party default. The carrying value of the Groups trade, other receivables and loans are denominated in Australian dollars,
NZ dollars, Japanese Yen and Euros.
EXPOSURE
The Group’s maximum credit exposure to current receivables, finance advances and loans are shown below:
2019 2018
$’000 $’000
The carrying amount of financial assets represents the maximum credit exposure. There is also exposure to credit risk when the Group
provides a guarantee to another party. Details of contingent liabilities are disclosed in note 27. There are no significant concentrations of
credit risk within the Group.
GROUP STRUCTURE
Group structure explains aspects of the Group structure and how changes have affected the financial position and performance of the Group.
23 SUBSIDIARIES
Details of the Company’s subsidiaries at 30 June 2019 are as follows:
PROPORTION
PLACE OF OF OWNERSHIP
INCORPORATION FUNCTIONAL AND VOTING
AND OPERATION CURRENCY POWER HELD
2019 2018
NAME OF ENTITY % %
Domino’s Development Fund Pty Ltd (i) Australia AUD 100 100
Catering Service & Supply Pty Ltd(i) Australia AUD 100 100
Domino’s Pizza Enterprises Ltd Employee Share Trust Australia AUD 100 100
Construction, Supply & Service Pty Ltd (i) Australia AUD 100 100
Domino’s Pizza New Zealand Limited New Zealand NZD 100 100
23 SUBSIDIARIES (Continued)
PROPORTION
PLACE OF OF OWNERSHIP
INCORPORATION FUNCTIONAL AND VOTING
AND OPERATION CURRENCY POWER HELD
2019 2018
NAME OF ENTITY % %
Domino’s Pizza Deutschland GmbH (previously Joey’s Pizza International GmbH) Germany EUR 67 67
(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.
(ii) Entities have been legally merged into Domino’s Pizza Deutschland GmbH
(iii) Entities have been legally merged into Hallo Pizza GmbH.
FINANCIAL POSITION
2019 2018
$’000 $’000
Assets
Current assets 46,203 63,914
Non-current assets 678,589 627,416
Total assets 724,792 691,330
Liabilities
Current liabilities 73,290 59,599
Non-current liabilities 467,066 439,113
Total liabilities 540,356 498,712
Equity
FINANCIAL PERFORMANCE
Profit for the year 86,156 86,610
Other comprehensive income (966) 1,346
Total comprehensive income 85,190 87,956
A tax-consolidated group was formed with effect from 1 July 2003 and is 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 23.
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 Group’s share of the profit or
loss and other comprehensive income of the joint venture. When the Group’s share of losses of a joint venture exceeds the Group’s interest
in that joint venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the joint venture),
the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group 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 Group’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 Group’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.
The requirements of AASB 9 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’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 Group 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 Group retains an interest in the former joint venture and the retained interest is a financial asset, the
Group 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 9. 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 Group 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 Group reclassifies the gain or loss from equity to profit or loss (as a reclassification
adjustment) when the equity method is discontinued.
The Group 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 Group reduces its ownership interest in a joint venture but the Group continues to use the equity method, the Group 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 Group transacts with a joint venture of the group, profits and losses resulting from the transactions with the joint venture are recognised
in the Group’s consolidated financial statements only to the extent of interests in the joint venture that are not related to the Group.
On 24 November 2014, the Group 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 30 March 2015, the Group acquired 50% equity of a joint venture called Triumphant Pizza Pty
Ltd / Hot Cell Partnership.
On 4 April 2016, the Group 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.
As per February 3, 2017 Domino’s Pizza Netherlands B.V. entered into a joint venture named Domino’s Pizza GEO B.V. with a franchisee, Mr.
Steenks (50% each). Upon establishing this joint venture a total of three corporate stores previously owned by Domino’s and two stores owned
by the franchisee were transferred to the legal entity.
UNRECOGNISED ITEMS
Unrecognised items provides information about items that are not recognised in the financial statements but could potentially have a significant
impact on the Group’s financial position and performance.
26 COMMITMENTS
RECOGNITION AND MEASUREMENT
OPERATING LEASES
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 Group exercises its options to renew. The Group does not have an option to purchase the leased asset
at the expiry of the lease period.
Longer than 1 year and not longer than 5 years 221,823 189,835
The operating lease commitments above include leases of franchised stores under sublease arrangements representing a future payment
and future receivable to the Group. Future lease payments receivable under sub-leases as end of the financial year are as follows:
2019 2018
$’000 $’000
Longer than 1 year and not longer than 5 years 98,031 104,878
26 COMMITMENTS (Continued)
In respect of non-cancellable operating leases the following liabilities have been recognised:
2019 2018
NOTE $’000 $’000
Current
Non-current
FINANCE LEASES
FAIR VALUE
The fair value of the finance lease liabilities is approximately equal to their carrying amount.
2019 2018
$’000 $’000
Later than 1 year and not later than 5 years 11,259 9,436
(i) Minimum future lease payments include the aggregate of all lease payments and any guaranteed residual value.
27 CONTINGENT LIABILITIES
RECOGNITION AND MEASUREMENT
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.
2019 2018
$’000 $’000
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.
Included in the above are contingent liabilities of the parent entity of $4,703 thousand.
SRP filed an appeal to these decisions in the Court of Appeal, which dismissed the appeal of SRP in the main claim on 25 October 2017 and the
appeal of SRP and/or SRP franchisees in five local claims on 12 December 2018. SRP has filed an appeal from the decision in the main claim and
in 2 local claims to the Cour de Cassation. It is not yet clear when a decision will be handed down by the Cour de Cassation in the main claim,
but it is expected to be by the end of 2019. For the sixth local claim, the Court found in favour of DPF at first instance in September 2016, and
SRP filed an appeal from this decision to the Court of Appeal. On 30 January 2018, the Court of Appeal dismissed the appeal of SRP in the
sixth local claim. The two SRP franchisees have filed an appeal from that decision to the Cour de Cassation. The seventh local claim has yet
to be heard by the Court at first instance.
DPE denies all claims made and is vigorously defending the proceedings brought against it. DPE is confident of its legal and commercial position.
Accordingly, no provision has been recognised as at 30 June 2019.
PIZZA SPRINT
In May 2016, proceedings were brought against Fra-Ma Pizz SAS and Pizza Center France SAS, the Pizza Sprint entities, by a number of former
and current franchisees whom allege a significant imbalance in the rights and obligations by the franchisor. The alleged practices predated
the acquisition of Pizza Sprint by the company, accordingly during the re-measurement period the company has adjusted the purchase price
accounting to recognise a contingent liability and asset in relation to the above matter. A number of the claims by franchisees have been
settled on a commercial basis.
The French Ministry for the Economy and Finance has also brought proceedings involving the same facts against Fra-Ma Pizza SAS, Pizza Center
France SAS and Domino’s Pizza France SAS. The claims are being defended. The franchisees have sought to have their proceedings joined to
the proceedings brought by the Ministry, which DPF, Fra-Ma-Pizz SAS and Pizza Center France SAS have opposed. The decision handed down
on this matter on 15 February 2018 has rejected this claim.
Hearing of the claims at the first instance has taken place on 24 June 2019 for all the Pizza Sprint proceedings (brought by the former and
current franchisees and by the French Ministry for the Economy and Finance). Decisions will be handed down on 1 October 2019.
PRECISION TRACKING
During the current period DPE has settled its dispute with Precision Tracking Pty Ltd, Delivery Command Pty Ltd and the three directors of
these two companies, agreeing to discontinue against each other their general respective claims. Therefore, this matter is no longer considered
a contingent matter.
CLASS ACTION
On 25 June 2019, Riley Gall, as the representative Applicant, commenced a representative proceeding (class action) against the Company in
the Federal Court of Australia on behalf of Australian franchisee employees who were employed as delivery drivers or in-store workers between
24 June 2013 and 23 January 2018. The Company was formally served with the proceeding on 1 July 2019.
The statement of claim alleges, amongst other things, that Domino’s misled its franchisees by advising them to pay delivery drivers and in-
store workers under a series of industrial instruments and not the Fast Food Industry Award 2010. The statement of claim does not quantify
the damages the claimants will seek in the proceedings for all or any part of the claim period.
The Company rejects the allegation and intends to defend the action.
At this early stage of the proceedings, the Company is unable to determine any possible obligation or financial impact of this matter.
GENERAL CONTINGENCIES
As a global business, from time to time DPE is also subject to various claims and litigation from third parties during the ordinary course of its
business. The directors of DPE have considered such matters which are or may be subject to claims or litigation at 30 June 2019 and unless
specific provisions have been made are of the opinion that no material contingent liability for such claims of litigation exist. The group had no
other material contingent assets or liabilities.
28 SUBSEQUENT EVENTS
On 20 August 2019, the directors declared a final dividend for the financial year ended 30 June 2019 as set out in note 16.
Other than the above, there has been no further matters or circumstance occurring subsequent to the end of the financial year that has
significantly affected, the operations of the Group, the results of those operations, or the state of affairs.
OTHER INFORMATION
29 RETIREMENT BENEFIT PLANS
RECOGNITION AND MEASUREMENT
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. Re-measurement, 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. Re-measurement
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.
• 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 Group 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
Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available.
DISCOUNT RATE USED TO DETERMINE THE CARRYING AMOUNT OF THE GROUP’S DEFINED BENEFIT OBLIGATION
The Group’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.
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 Group to actuarial risks such as: interest rate risk, retention risk and salary risk which impacts the plan as follows:
• Interest rate risk: A decrease in the bond interest rate in Japan will increase the plan liability by reducing the discount rate;
• 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; and
• 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 30 June 2019
by Mr. K. Takeda, Certified Pension Actuary.
The principal assumptions used for the purposes of the actuarial valuations were as follows:
2019 2018
Amounts recognised in other comprehensive income in respect of these defined benefit plans are as follows:
2019 2018
$’000 $’000
Service cost:
Of the expense for the year, an amount of $935 thousand has been included in profit or loss as administration expenses. (2018: $877 thousand).
Movements in the present value of the defined benefit obligation in the current year were as follows:
2019 2018
$’000 $’000
Remeasurements (gains)/losses:
Actuarial gains and losses arising from changes in financial assumptions 68 116
The Group expects to make a contribution of $1.1 million (2018: $945 thousand) to the defined benefit plans during the next financial year.
The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of
individuals and market trends.
During the year independent remuneration consultants were engaged by the Remuneration Committee to ensure that the reward practices
and levels of remuneration for KMPs are consistent with market practice. A statement of recommendation from the remuneration consultants
has been received for the 2019 financial year. Payment of $118,450 (2018: $52,371) has been made to the remuneration consultant for the
remuneration advisory 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 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.
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 18 to the financial statements.
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.
• associates;
• directors of related parties and their director-related entities; and
• other related parties.
The wholly-owned Australian entities within the Group 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 23 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 year the Company extended or had in place loans to Joint Venture partnerships of which the Group has a 50% interest. The balance
of these loans as at 30 June 2019 is $9.4 million and interest is charged based on commercial rates and terms.
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.
32 REMUNERATION OF AUDITORS
The auditor of Domino’s Pizza Enterprises Limited is Deloitte Touche Tohmatsu.
2019 2018
GROUP AUDITOR(I) $ $
(i) All amounts were paid to Deloitte Touche Tohmatsu by the Company and its subsidiaries. Fees are billed in local currencies and converted
into AUD at average rates. The auditor of the parent entity is Deloitte Touche Tohmatsu Australia.
(ii) Other assurance services relate principally to the Domino’s Franchisee Wage Supervision Framework review and compliance activities
payable to the parent company auditor.
(iii) Taxation services relate to tax compliance services and tax advisory services relating to acquisitions paid to related overseas practices
of the parent company auditor.
(iv) Other non-audit services relate principally to digital advisory services payable to the parent company auditor.
33 OTHER ITEMS
NEW ACCOUNTING STANDARDS AND INTERPRETATIONS
In the current year, the Group has applied a number of amendments to Australian accounting standards and new interpretations issued by
the Australian Accounting Standards Board (‘AASB’) that are mandatorily effective for an accounting period that begins on or after 02 July
2018 and therefore relevant for the current year end.
Impact of Adoption
As the Group has adopted the modified transitional approach to implementation and the new standard has therefore been applied only to
contracts that remain in force at 02 July 2018. A transition adjustment has been recognised in retained earnings on transition at 02 July 2018
without adjustment to comparatives.
Set out below are the amounts by which each financial statement line item is affected as at and for the year ended 30 June 2019 as a result
of the adoption of AASB 15. The adoptions of AASB 15 did not have a material impact on profit, or OCI or the Group’s operating, investing and
financing cash flows. The first column shows amounts prepared under AASB 118, had AASB 15 not been adopted and the second column
shows the amount under AASB 15, which the Group has adopted.
SALE OF GOODS
In the previous reporting period, revenue from the sale of good was recognised when the Group had transferred to the buyer the significant
risk and rewards of ownership. In applying AASB 15, revenue associated with the sale of goods is recognised when the performance obligation
of the sale has been made and control of the goods has been transferred to the customer. Therefore, the adoption of AASB 15 has not had a
material impact on the revenue recognition in relation to the sale of goods.
SERVICE REVENUE
The Group provides services to franchisees and other third parties which are carried out under the instructions of the customer. Prior to the
adoption of AASB 15, revenue from the provision of services was recognised when the services were rendered and based on reference to the
stage of completion of the contract. In adoption AASB 15, no adjustments have been made to when the Group recognises revenue relating
the rendering of services as the Group recognises revenue over the period in which the services are being rendered.
FRANCHISE ROYALTIES
Franchise agreements entitle the contracted party to access the Domino’s name and associated intellectual property (the ‘franchise right’) in
exchange for fees. The majority of this fee is based on a percentage of the applicable franchisee’s stores sales. Continuing sale-based royalties
represent substantial majority of the consideration the Group receives under the Group’s franchise agreements. Continuing sale-based royalties
are generally invoiced and paid on a weekly basis and were recognised as the related sale occurred. The timing and the amount of revenue
recognised relating to continuing sales-based royalties were not impacted by the adoption of AASB 15 on the basis that the recognition of the
sales-based royalty continues to be recognised when the related franchisee sales occur as this reasonably depicts the Group’s performance
toward the complete satisfaction of the franchise license performance obligation to which the sales-based royalty has been allocated.
The Group’s franchise agreements also typically include certain less significant, one-off fees. These fees include initial fees paid upon executing
a franchise agreement, renewal of the term of the franchise right and fees paid in the event the franchise agreement is transferred to another
franchisee (collectively termed initial fees). Under AASB 118 revenue relating to initial fees were recognised when the related upfront services
were provided. Upon adoption of AASB 15, the Group has determined that the initial fees are highly interrelated with the franchise right and are
not individually distinct from the ongoing services provided to franchisees. As a result, upon adoption of AASB 15, initial fees are recognised
over the term of each respective franchise agreement. Revenue from these initial franchise fees are recognised on straight-line basis, which
is consistent with the franchisee’s right to use and benefit from the intellectual property. This resulted in an increase in revenue of $1,423
thousand, recognition of contract liabilities of $18,696 thousand and deferred tax asset of $5,784 thousand. An opening retained earnings
adjustment of $17 thousand was recognised by Non-Controlling Interests on adoption of AASB 15.
IMPACT OF ADOPTION
The Group adopted AASB 9 on 02 July 2018, which resulted in changes in accounting policies. Amounts recognised in the financial statements
as at this date did not require any material adjustments on application of the new accounting policies. The standard replaced the provisions of
AASB 139 that relate to the recognition, classification and measurement of financial assets and financial liabilities; derecognition of financial
instruments; impairment of financial assets; and hedge accounting.
The Group applies the new forward-looking expected credit loss (ECL) model required by AASB 9, using the simplified approach for its trade
receivables portfolio review and the general approach for all other financial assets as required by the standard. There was an insignificant
impact on transition to AASB 9 on the Group’s opening balances as at 02 July 2018.
• The effect of vesting and non-vesting conditions on the measurement of cash-settled share-based payments
• Share-based payment transactions with a net settlement feature for withholding tax obligations
• A modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash settled
to equity settled.
• AASB 1 First-time Adoption of Australian Accounting Standards - deletion of exemptions for first-time adopters and addition of an exemption
arising from AASB Interpretation 22 Foreign Currency Transactions and Advance Consideration
• AASB 12 Disclosure of Interests in Other Entities - clarification of scope
• AASB 128 Investment in Associates and Joint Ventures - measuring an associate or joint venture at fair value
• AASB 140 Investment Property - change in use.
The adoption of these amendments did not have any impact on the amounts recognised in prior periods and will also not affect the current
or future periods.
AASB 16 Leases
AASB 16 Leases specifies how to recognise, measure and disclosure leases. It will result in almost all leases being recognised on the balance
sheet, as the distinction between operating and finance leases has been removed. Under the new standard, an asset (the right to use the
leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases. The accounting
for lessors will not significantly change.
IMPACT
AASB 16 will require the recognition of a right of use asset and a lease liability based on the discounted value of committed lease payments as
lessee. These lease payments are currently expensed within occupancy expenses, will be replaced by the straight-line depreciation expense
of the right of use asset and will reduce the lease liability. As the lease liability will be carried at present value, an interest expense will arise over
the duration of the lease term. The principal component of lease payments will be classified in the statement of cash flows from operating to
financing activities. In assessing the adoption of AASB 16, the Group has made certain assumptions and judgements in relation to economic
conditions including but not limited to borrowing rates, composition of lease portfolio and likely exercise of renewal options that may cause
the actual output to differ from that concluded at 30 June 2019.
In the income statement, net rental expense will be replaced by net interest expense and a straight-lined depreciation expense (currently
operating leases are expensed within occupancy expenses). As the lease liability will be carried at the present value, an interest expense
will arise over the duration of the lease term. This is expected to impact the Group’s earnings before interest and tax (‘EBIT’), which is a key
measure used by the business. The principal component of lease payments will be reclassified in the statement of cash flows from operating
to financing activities.
The Group will elect to use the exemptions in the standard on lease contracts for which the underlying asset is of low value and if the lease
term is less than 12 months.
Subleases arrangements
The Group has a portfolio of long-term ‘back-to-back’ property leases which secure competitive store locations on behalf of franchisees.
Cash flows under these arrangements substantially offset each other.
For back-to-back leases, the adoption of AASB 16 will result in the recognition of a financial asset and financial liability, representing the present
value of future cash flows receivable on the sublease and payable on the head lease respectively. Both categories of financial instruments
are expected to generate interest (income and expense, respectively), resulting from the unwinding of the discount over the lease term. The
impact of interest income and expense, which will be presented on a gross basis (compared to a net basis for the year ended 30 June 2019),
is expected to materially offset within the income statement.
The recoverability of the financial asset will be assessed at each reporting date.
$M
Deferred tax 1 to 2
Retained earnings 4 to 5
OPTIONS
• 3,471,750 options are held by 124 individual option holders.
• Options do not carry a right to vote
CONVERTING CONVERTING
FULLY PAID PARTLY PAID CUMULATIVE REDEEMABLE NON-PARTICIPATING
ORDINARY ORDINARY PREFERENCE PREFERENCE PREFERENCE CONVERTIBLE
SHARES SHARES SHARES SHARES SHARES NOTES OPTIONS
10,001 - 100,000 76 - - - - 1
5,001 - 10,000 89 - - - - -
SUBSTANTIAL SHAREHOLDERS
Mr Grant Bryce Bourke & Mrs Sandra Eileen Bourke 698,516 .82% - -%
ASX means Australian Securities Exchange Limited EBITDA means earnings before interest expense, tax, depreciation
(ABN 98 008 624 691). and amortisation.
Australian Store Network means the network of Corporate Stores Franchised Store means a pizza store owned and operated
and Franchised Stores located in Australia. by a Franchisee and Franchise Network means the network of
Franchised Stores.
Board or Board of Directors or Directors means the Board of
Directors of the Company. Franchisees means persons and entities who hold a franchise from
the Company to operate a pizza store under the terms of a sub-
CAGR means Compound Annual Growth Rate.
franchise agreement.
Capital Reduction means the selective reduction of capital
Listing Rules means the Listing Rules of the ASX.
described in Section 11.4 of the prospectus.
Network or Domino’s Pizza Network or Network Stores means
Company or Consolidated entity means Domino’s Pizza
the network of Corporate Stores and Franchised Stores.
Enterprises Limited (ACN 010 489 326).
Network Sales means the total sales generated by the Network.
Corporate Store means a Domino’s Pizza store owned and
operated by the Company. New Zealand Network means the network of Corporate Stores
and Franchised Stores located in New Zealand.
Corporate Store Network means the network of Corporate Stores.
NPAT means net profit after tax.
Corporations Act means the Corporations Act 2001 (Clth).
Related Bodies Corporate has the meaning given to it by section
Directors means the Directors of the Company from time to time.
50 of the Corporations Act.
Director and Executive Share and Option Plan or ESOP means
Registry means Link Market Services Pty Limited.
the Domino’s Pizza Director and Executive Share and Option Plan
summarised in note 23 to the financial statements. Same Store Sales Growth means comparable growth in sales
across Domino’s stores that were in operation for at least 24 months
Domino’s means the Domino’s Pizza brand and network, owned
prior to the date of the reporting period. Non-Domino’s stores that
by Domino’s Pizza, Inc.
have been acquired (e.g. Joey’s, Pizza Sprint and Hallo) are included
Domino’s Pizza means the Company and each of its subsidiaries. in the Same Store Sales Growth calculation upon conversion to
Domino’s Pizza Stores means Corporate Stores and Franchised Domino’s for at least 12 months.
Stores. Share means any fully paid ordinary share in the capital of the
DPE Limited means Domino’s Pizza Enterprises Limited Company.
(ACN 010 489 326) Underlying EBITDA and Underlying NPAT excludes transaction
Earnings Per Share or EPS means NPAT divided by the total and integration related costs associated with the acquisition and
number of Shares on issue. one-off costs relating to the relation of the Paris Commissary.