New Segments Provide Enhanced Disclosure on International and
Home Market Businesses
RBI to Report Under New Segments Beginning with Year-End 2023
Results on February 13, 2024
TORONTO, Jan. 8, 2024
/PRNewswire/ - Restaurant Brands International Inc. ("RBI", "the
Company") (TSX: QSR) (NYSE: QSR) (TSX: QSP) today announced details
of its shift in reportable segments and definition of segment
income.
Beginning with the fourth quarter and year ended December 31, 2023, RBI will report results under
five reportable segments: (1) Tim Hortons ("TH"); (2) Burger
King ("BK"); (3) Popeyes Louisiana Kitchen ("PLK"); (4) Firehouse
Subs ("FHS"); and (5) International ("INTL"). The TH, BK, PLK and
FHS segments include results from each brands' operations in
the United States and Canada. INTL includes consolidated results
from each brands' operations outside of the United States and Canada. This shift in reportable segments
reflects how RBI's leadership intends to oversee and manage the
business going forward.
In addition, RBI has transitioned its definition of segment
income from Adjusted EBITDA to Adjusted Operating Income ("AOI").
Unlike Adjusted EBITDA, AOI includes depreciation and amortization
(excluding franchise agreement amortization) as well as share-based
compensation and non-cash incentive compensation expense. RBI will
continue to report Adjusted EBITDA on a consolidated and segment
level basis for supplemental purposes.
Josh Kobza, Chief Executive Officer of RBI commented, "Our
announcement today reflects how I plan to oversee and manage our
business moving forward. We have four amazing brands being led by
five ambitious leaders across our home markets and international. I
am excited to provide them with even greater autonomy over their
strategic decisions so they can move quickly to accelerate
growth."
Matthew Dunnigan, Chief Financial
Officer added, "Our business leaders are prioritizing investments
that will drive long-term growth and attractive returns for our
shareholders. Our transition to Adjusted Operating Income will
provide increased focus on all the operating expenses associated
with these investments and add greater accountability for
delivering strong returns through profitability growth over
time."
The Company has included supplemental unaudited information
containing 11 quarters of historical financial and operational
metrics (from the first quarter of 2021 through the third quarter
of 2023) for these five reportable segments in this press release,
in a Form 8-K published today and in an excel file posted
to rbi.com/investors. Additional details on each segment are
included in the supplemental information below. The supplemental
unaudited historical business segment information does not
represent a restatement or reissuance of previously issued
financial statements and relates entirely to segment presentation
with no effect on previously reported consolidated results.
The Company will report under these segments and with its new
segment income definition beginning with its results for the fourth
quarter and year ended December 31,
2023 which will be announced before market open on
February 13, 2024.
About Restaurant Brands International Inc.
Restaurant
Brands International Inc. is one of the world's largest quick
service restaurant companies with over $40
billion in annual system-wide sales and over 30,000
restaurants in more than 100 countries. RBI owns four of the
world's most prominent and iconic quick service restaurant brands –
TIM HORTONS®, BURGER
KING®, POPEYES®, and FIREHOUSE
SUBS®. These independently operated brands have been
serving their respective guests, franchisees and communities for
decades. Through its Restaurant Brands for Good
framework, RBI is improving sustainable outcomes related to its
food, the planet, and people and communities. To learn more about
RBI, please visit the company's website at www.rbi.com.
For further information: Contacts: Investors: investor@rbi.com;
Media: media@rbi.com
Forward-Looking Statements
This press release contains
certain forward-looking statements and information, which reflect
management's current beliefs and expectations regarding future
events and operating performance and speak only as of the date
hereof. These forward-looking statements are not guarantees of
future performance and involve a number of risks and uncertainties.
These forward-looking statements include statements about our
expectations regarding our future structure, growth, positioning,
plans and strategies for each of our brands and international
markets, timing and content of future reporting, future investments
in technology, development and operations, our aspiration to
deliver strong returns through profitability growth over time, and
our ability to enhance operations and drive long-term growth and
shareholder returns. The factors that could cause actual results to
differ materially from RBI's expectations are detailed in filings
of RBI with the Securities and Exchange Commission and applicable
Canadian securities regulatory authorities, such as its annual and
quarterly reports and current reports on Form 8-K, and include the
following: future restructurings and strategic initiatives that RBI
undertakes, risks related to unforeseen events such as pandemics,
geopolitical conflicts and macroeconomic conditions; risks related
to the supply chain; risks related to ownership and leasing of
properties; risks related to our franchisees financial stability
and their ability to access and maintain the liquidity necessary to
operate their business; risks related to our fully franchised
business model; risks related to RBI's ability to successfully
implement its domestic and international growth strategy and risks
related to its international operations; risks related to RBI's
ability to compete domestically and internationally in an intensely
competitive industry; risks related to technology; evolving
legislation and regulations in the area of franchise and labor and
employment law; our ability to address environmental and social
sustainability issues and changes in applicable tax and other laws
and regulations or interpretations thereof. Other than as required
under U.S. federal securities laws or Canadian securities laws, we
do not assume a duty to update these forward-looking statements,
whether as a result of new information, subsequent events or
circumstances, change in expectations or otherwise.
SUPPLEMENTAL INFORMATION
RBI's Reportable Segments
We have five reportable
segments: (1) Tim Hortons ("TH");
(2) Burger King ("BK"); (3) Popeyes Louisiana Kitchen ("PLK"); (4)
Firehouse Subs ("FHS"); and (5) International ("INTL"). The TH, BK,
PLK and FHS segments include results from each brands' operations
in the United States (U.S.) and
Canada. INTL includes consolidated results from each brands'
operations outside of the U.S. and Canada, collectively representing over 120
countries and territories globally.
|
Franchised
Restaurants
|
Company
Restaurants
|
LTM Revenue
($s mm)
|
LTM
AOI ($s
mm)
|
Tim
Hortons
|
4,495
|
7
|
$3,940
|
$953
|
Burger
King
|
7,174
|
50
|
$1,263
|
$404
|
Popeyes
|
3,288
|
41
|
$671
|
$217
|
Firehouse
Subs
|
1,212
|
39
|
$172
|
$38
|
International
|
14,069
|
0
|
$844
|
$585
|
TOTAL
RBI
|
30,238
|
137
|
$6,891
|
$2,197
|
Restaurant count as of September
30, 2023. LTM represents last twelve months ended
September 30, 2023 and can be
calculated using the trending schedules attached to this release by
summing results from the 3 months ended December 31, 2022, March
31, 2023, June 30, 2023, and
September 30, 2023.
Segment Contribution: LTM September
30, 2023
Key Revenue Drivers by Segment
Our business generates revenues from the following sources: (i)
sales, consisting primarily of supply chain sales, which represent
sales of products, supplies and restaurant equipment to
franchisees, as well as sales of consumer packaged goods ("CPG") to
retailers and sales at Company restaurants; (ii) franchise
revenues, consisting primarily of royalties based on a percentage
of sales reported by franchise restaurants and franchise fees paid
by franchisees; (iii) property revenues from properties we lease or
sublease to franchisees; and (iv) advertising revenues and other
services, consisting primarily of advertising fund contributions
based on a percentage of sales from franchised restaurants.
As of September 30, 2023, the
primary revenue drivers for each segment were:
Revenue
Drivers
|
Sales
|
Royalties1
|
Property2
|
Franchise Fees
& Other4
|
Advertising
&
Other
Services
|
Tim
Hortons
|
Supply Chain
& CPG
|
~Mid~4%
Average Varies by US vs. CA
and
Property
Control
|
Rental Income
on
~75% of
System3
|
Amortized
Franchise
Agreement Fees
|
Ad Fund: 4%
SWS
|
Burger
King
|
Company
Restaurants
|
~4.5%
|
Rental Income
on
~20% of
System3
|
Ad Fund: 4%
SWS5 Tech: Fee
Per
Digital Ticket
|
Popeyes
|
~5.0%
|
Rental Income
on
<3% of
System3
|
Ad Fund: 4% SWS
Tech: $2.4k Fee
+
1% Digital
Sales6
|
Firehouse
Subs
|
~6.0%
|
None
|
Ad Fund: 5%
SWS
|
International
|
None
|
Mid-4%
Average Varies
by Market &
Master
Franchisee
|
Not
Meaningful
|
Ad Fund: up to
0.5% SWS7 &
Tech Revenue
|
(1)
|
Actual royalty rates
may be impacted by development incentive programs for new builds
and remodels. TH rates vary depending on property control. TH
franchisees who lease land and/or buildings from us typically pay a
royalty of 3.0% to 4.5% of gross sales while franchisees who
do not lease from us typically pay a higher royalty up to 6% of
gross sales. INTL varies by market and master
franchisee.
|
(2)
|
Represents percent
of restaurants (all formats) that pay rental income as of September
30, 2023. For TH, represents range of rental income percentages
received for Standard format restaurants, excluding Petrol and
Non-Standard restaurants. INTL receives rental income from 10
stores.
|
(3)
|
Rental income
typically comprised of the greater of fixed monthly payments or
rental payments based on percentage (8.5% to 10%) of gross
sales.
|
(4)
|
Each segment
recognizes convention related revenues in the period in which they
occur within Franchise Fees and Other Revenues.
|
(5)
|
Potential for
advertising fund to increase to 4.5% from January 1, 2025 to
December 31, 2028, should certain average profitability thresholds
be met.
|
(6)
|
Beginning January 1,
2024, digital technology fee equals 1% of all digital sales. During
2023, digital technology fee equaled 1% of first party digital
sales only. For both periods, the digital technology fee includes a
$2,400 annual fixed fee with total digital technology fees capped
at $6,500 per year.
|
(7)
|
INTL advertising
funds are generally managed by franchisees in their respective
markets. In addition, franchisees contribute to a global
advertising fund managed by the franchisor. These contributions
vary by brand and market and are typically up to 0.5% of
system-wide sales.
|
International Segment Foreign Currency Information
For the nine months ended September 30,
2023, the International segment system-wide sales were
primarily derived from the following currencies: Euro (~37% of
system-wide sales), British pound (~6%), Australian dollar (~6%),
Chinese yuan (~6%), Brazilian real (~5%) and Turkish Lira (~5%). We
also derived approximately 1.5% of system-wide sales from the
Argentine peso.
For the vast majority of International franchise agreements,
system-wide sales are converted to either US dollar, European Euro,
British pound or Australian dollar ("main currencies") at month-end
foreign exchange rates and royalties are paid to RBI in main
currencies.
Key Expense Drivers by Segment
Our primary business expenses are related to the following: (i)
cost of sales, consisting primarily of costs associated with the
management of our TH supply chain, cost of products sold to
retailers, and food, paper and labor costs of Company restaurants;
(ii) franchise and property expenses, consisting primarily of
depreciation of properties leased to franchisees, and rental
expense associated with properties subleased to franchisees and
(iii) advertising expenses and other services consisting primarily
of expenses relating to marketing, advertising and promotion,
technology initiatives and depreciation and amortization. As a
reminder, we generally manage advertising expenses to equal
advertising revenues in the long term, however in some periods
there may be a mismatch in the timing of revenues and expenses or
higher expenses due to our support of certain marketing program
initiatives – such as our C$80
million investment behind the Tim Hortons Canada advertising
fund in 2021 and our current (Q4 2022 through Q4 2024) $120 million advertising investment in Burger
King US as part of the brand's multi-year Reclaim the Flame
program.
As of September 30, 2023, the
primary expense drivers for each segment were:
Expense
Drivers1
|
Cost of
Sales
|
Franchise &
Property Expense2
|
Advertising
&
Other Services4
|
Tim
Hortons
|
Supply Chain, CPG,
Depreciation
& Amortization
|
Depreciation, Rent for
Leased
Properties & Amortization3
|
Ad Fund, Tech Expenses,
Digital
Expenses & CPG Marketing
|
Burger
King
|
Company
Restaurants
|
Ad Fund, Tech Expenses
&
Digital Expenses
|
Popeyes
|
Firehouse
Subs
|
Minimal
|
International
|
None
|
Minimal
|
(1)
|
Each segment
may recognize bad debt expenses (recoveries) within the line item
in which the aged receivable occurs.
|
(2)
|
Each segment
recognizes convention related expenses in the period in which they
occur within Franchise and Property Expenses.
|
(3)
|
Related to franchise
agreements and tenant inducements (primarily contributions towards
remodels in which we have property control).
|
(4)
|
Includes
depreciation and amortization related to technology and digital
assets.
|
In addition to the above, we report segment general and
administrative expenses ("Segment G&A") which consist primarily
of salary and employee-related costs for non-restaurant employees,
share-based compensation and non-cash incentive compensation
expense ("SBC"), professional fees, information technology systems,
general overhead for our corporate offices and depreciation and
amortization of assets related to our corporate functions. Segment
G&A excludes FHS Transaction costs and Corporate restructuring
and advisory fees.
Key Operating Metrics
We evaluate our restaurants and assess our business based on the
following operating metrics.
System-wide sales growth refers to the percentage change in
sales at all franchised restaurants and Company restaurants
(referred to as system-wide sales) in one period from the same
period in the prior year. Comparable sales refers to the percentage
change in restaurant sales in one period from the same prior year
period for restaurants that have been open for 13 months or longer
for Tim Hortons, Burger King and
Firehouse Subs and 17 months or longer for Popeyes Louisiana
Kitchen. Additionally, if a restaurant is closed for a significant
portion of a month (such as during a renovation), the restaurant is
excluded from the monthly comparable sales calculation. System-wide
sales growth and comparable sales are measured on a constant
currency basis, which means that results exclude the effect of
foreign currency translation ("FX Impact") and are calculated by
translating prior year results at current year monthly average
exchange rates. We analyze key operating metrics on a constant
currency basis as this helps identify underlying business trends,
without distortion from the effects of currency movements.
System-wide sales represent sales at all franchise restaurants
and company-owned restaurants. We do not record franchise sales as
revenues; however, our royalty revenues and advertising fund
contributions are calculated based on a percentage of franchise
sales.
Net restaurant growth refers to the net increase in restaurant
count (openings, net of permanent closures) over a trailing
twelve-month period, divided by the restaurant count at the
beginning of the trailing twelve-month period.
These metrics are important indicators of the overall direction
of our business, including trends in sales and the effectiveness of
each brand's marketing, operations and growth initiatives.
In our 2022 financial reports, our key business metrics included
results from our franchised Burger King restaurants in Russia, with supplemental disclosure provided
excluding these restaurants. We did not generate any new profits
from restaurants in Russia in 2022
and do not expect to generate any new profits in 2023.
Consequently, beginning in the first quarter of 2023, our reported
key business metrics exclude the results from Russia for all periods after December 31, 2021.
Non-GAAP Measures
Below, we define the non-GAAP financial measures included in the
trending schedules and recast financial statements. In addition, we
discuss the reasons why we believe this information is useful to
management and may be useful to investors. These measures do not
have standardized meanings under GAAP and may differ from similarly
captioned measures of other companies in our industry.
To supplement our condensed consolidated financial statements
presented on a GAAP basis, RBI reports the following non-GAAP
financial measures: Adjusted Operating Income ("AOI"), EBITDA,
Adjusted EBITDA, LTM Adjusted EBITDA, Adjusted Net Income, Adjusted
Diluted Earnings per Share ("Adjusted Diluted EPS"), Organic
revenue growth, Organic Adjusted EBITDA growth, Organic Adjusted
Net Income growth, Organic Adjusted Diluted EPS growth, Free Cash
Flow, LTM Free Cash Flow, Net Interest Paid, and Adjusted EBITDA
Net Leverage. We believe that these non-GAAP measures are useful to
investors in assessing our operating performance or liquidity, as
they provide them with the same tools that management uses to
evaluate our performance or liquidity and are responsive to
questions we receive from both investors and analysts. By
disclosing these non-GAAP measures, we intend to provide investors
with a consistent comparison of our operating results and trends
for the periods presented.
Adjusted Operating Income ("AOI") represents income from
operations adjusted to exclude (i) franchise agreement amortization
("FAA") as a result of acquisition accounting, (ii) (income)
loss from equity method investments, net of cash distributions
received from equity method investments, (iii) other operating
expenses (income), net and, (iv) income/expenses from non-recurring
projects and non-operating activities. For the periods referenced
in the following financial results, income/expenses from
non-recurring projects and non-operating activities included (i)
non-recurring fees and expense incurred in connection with the
Firehouse Acquisition consisting of professional fees,
compensation-related expenses and integration costs ("FHS
Transaction costs"); and (ii) non-operating costs from professional
advisory and consulting services associated with certain
transformational corporate restructuring initiatives that
rationalize our structure and optimize cash movements as well as
services related to significant tax reform legislation and
regulations ("Corporate restructuring and advisory fees").
Management believes that these types of expenses are either not
related to our underlying profitability drivers or not likely to
re-occur in the foreseeable future and the varied timing, size and
nature of these projects may cause volatility in our results
unrelated to the performance of our core business that does not
reflect trends of our core operations. AOI is used by management to
measure operating performance of the business, excluding these
other specifically identified items that management believes are
not relevant to management's assessment of our operating
performance. AOI, as defined above, also represents our measure of
segment income for each of our five operating segments.
EBITDA is defined as earnings (net income or loss) before
interest expense, net, (gain) loss on early extinguishment of debt,
income tax (benefit) expense, and depreciation and amortization and
is used by management to measure operating performance of the
business. Adjusted EBITDA is defined as EBITDA excluding (i) the
non-cash impact of share-based compensation and non-cash incentive
compensation expense, (ii) (income) loss from equity method
investments, net of cash distributions received from equity method
investments, (iii) other operating expenses (income), net, and (iv)
income or expense from non-recurring projects and non-operating
activities (as described above).
LTM Adjusted EBITDA is defined as Adjusted EBITDA for the last
twelve-month period to the date reported.
Adjusted Net Income is defined as net income excluding (i)
franchise agreement amortization as a result of acquisition
accounting, (ii) amortization of deferred financing costs and debt
issuance discount, (iii) loss on early extinguishment of debt and
interest expense, which represents non-cash interest expense
related to losses reclassified from accumulated comprehensive
income (loss) into interest expense in connection with interest
rate swaps de-designated in May 2015,
November 2019 and September 2021, (iv) (income) loss from equity
method investments, net of cash distributions received from equity
method investments, (v) other operating expenses (income), net, and
(vi) income or expense from non-recurring projects and
non-operating activities (as described above).
Adjusted Diluted EPS is calculated by dividing Adjusted Net
Income by the weighted average diluted shares outstanding of RBI
during the reporting period. Adjusted Net Income and Adjusted
Diluted EPS are used by management to evaluate the operating
performance of the business, excluding certain non-cash and other
specifically identified items that management believes are not
relevant to management's assessment of operating performance.
Free Cash Flow is the total of Net cash provided by operating
activities minus Payments for property and equipment. Free Cash
Flow is a liquidity measure used by management as one factor in
determining the amount of cash that is available for working
capital needs or other uses of cash, however, it does not represent
residual cash flows available for discretionary expenditures. LTM
Free Cash Flow is defined as Free Cash Flow for the last
twelve-month period to the date reported.
Net Interest Paid is the total of cash interest paid in the
period, cash proceeds (payments) related to derivatives, net from
both investing activities and financing activities and cash
interest income received. This liquidity measure is used by
management to understand the net effect of interest paid, received
and related hedging payments and receipts.
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SOURCE Restaurant Brands International Inc.