Table of Contents |
Item 1. Financial Statements |
| RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES |
| | Condensed Consolidated Balance Sheets |
| | (In millions of U.S. dollars, except share data) |
| | | (Unaudited) |
| | | | As of |
| | | | | September 30, | December 31, |
| | | | | | 2022 | 2021 |
| | ASSETS |
Current assets: |
Cash and cash equivalents | | | | | $ | 946 $ | | | 1,087 |
Accounts and notes receivable, net of allowance of $26 and $18, respectively | | | | | | 598 | | | | 547 |
Inventories, net | | | | | | 129 | | | | 96 |
Prepaids and other current assets | | | | | | 251 | | | | 86 |
| | | | | | | | | Total current assets | | 1,924 | | | 1,816 |
Property and equipment, net of accumulated depreciation and amortization of $1,022 and $979, |
respectively | | | | | | 1,913 | | | 2,035 |
Operating lease assets, net | | | | | | 1,056 | | | 1,130 |
Intangible assets, net | | | | | | 10,831 | 11,417 |
Goodwill | | | | | | 5,605 | | | 6,006 |
Net investment in property leased to franchisees | | | | | | 83 | | | | 80 |
Other assets, net | | | | | | 1,145 | | | | 762 |
| | | | | | | | | Total assets | $ | 22,557 $ | 23,246 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
Current liabilities: |
Accounts and drafts payable | | | | | $ | 696 $ | | | | 614 |
Other accrued liabilities | | | | | | 959 | | | | 947 |
Gift card liability | | | | | | 148 | | | | 221 |
Current portion of long-term debt and finance leases | | | | | | 117 | | | | 96 |
| | | | | | | | | Total current liabilities | | 1,920 | | | 1,878 |
Long-term debt, net of current portion | | | | | | 12,853 | 12,916 |
Finance leases, net of current portion | | | | | | 310 | | | | 333 |
Operating lease liabilities, net of current portion | | | | | | 1,003 | | | 1,070 |
Other liabilities, net | | | | | | 1,044 | | | 1,822 |
Deferred income taxes, net | | | | | | 1,388 | | | 1,374 |
| | | | | | | | | Total liabilities | | 18,518 | 19,393 |
Shareholders’ equity: |
Common shares, no par value; Unlimited shares authorized at September 30, 2022 and |
December 31, 2021; 305,859,367 shares issued and outstanding at September 30, 2022; |
309,025,068 shares issued and outstanding at December 31, 2021 | | | | | | 1,964 | | | 2,156 |
Retained earnings | | | | | | 1,062 | | | | 791 |
Accumulated other comprehensive income (loss) | | | | | | (713) | | | | (710) |
| | | | | | | | | Total Restaurant Brands International Inc. shareholders’ equity | | 2,313 | | | 2,237 |
| | | | | | | | | Noncontrolling interests | | 1,726 | | | 1,616 |
| | | | | | | | | Total shareholders’ equity | | 4,039 | | | 3,853 |
| | | | | | | | | Total liabilities and shareholders’ equity | $ | 22,557 $ | 23,246 |
| See accompanying notes to condensed consolidated financial statements. |
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| | | | | | | Table of Contents |
RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES |
| Condensed Consolidated Statements of Operations |
| (In millions of U.S. dollars, except per share data) |
| | (Unaudited) |
| | | Three Months Ended | Nine Months Ended |
| | | September 30, | September 30, |
| | | 2022 | | 2021 | 2022 | | 2021 |
| | | | | | | Revenues: |
| | | | | | | Sales | $ | | | | | 759 $ | 621 $ | 2,076 $ | | 1,718 |
| | | | | | | Franchise and property revenues | | | | | | 698 | 635 | 1,989 | | 1,795 |
| | | | | | | Advertising revenues and other services | | | | | | 269 | 239 | | | | 751 | 680 |
| | | | | | | | | | Total revenues | | 1,726 | | 1,495 | 4,816 | | 4,193 |
| | | | | | | Operating costs and expenses: |
| | | | | | | Cost of sales | | | | | | 615 | 490 | 1,693 | | 1,358 |
| | | | | | | Franchise and property expenses | | | | | | 137 | 121 | | | | 392 | 358 |
| | | | | | | Advertising expenses and other services | | | | | | 276 | 245 | | | | 782 | 725 |
| | | | | | | General and administrative expenses | | | | | | 156 | 115 | | | | 435 | 327 |
| | | | | | | (Income) loss from equity method investments | | | | | | 8 | | | 7 | 30 | | | 12 |
| | | | | | | Other operating expenses (income), net | | | | | | (27) | | | (16) | (68) | | | (50) |
| | | | | | | | | | Total operating costs and expenses | | 1,165 | | 962 | 3,264 | | 2,730 |
| | | | | | | Income from operations | | | | | | 561 | 533 | 1,552 | | 1,463 |
| | | | | | | Interest expense, net | | | | | | 133 | 128 | | | | 389 | 378 |
| | | | | | | Loss on early extinguishment of debt | | | | | | — | | | 11 | — | | | 11 |
| | | | | | | Income before income taxes | | | | | | 428 | 394 | 1,163 | | 1,074 |
| | | | | | | Income tax expense (benefit) | | | | | | (102) | | | 65 | 17 | | | 83 |
| | | | | | | Net income | | | | | | 530 | 329 | 1,146 | | 991 |
| | | | | | | Net income attributable to noncontrolling interests (Note 13) | 170 | 108 | | | | 367 | 332 |
| | | | | | | Net income attributable to common shareholders | $ | | | | | 360 $ | 221 $ | | | | 779 $ | 659 |
| | | | | | | Earnings per common share |
| | | | | | | Basic | $ | | | | | 1.18 $ | 0.71 $ | 2.53 $ | | 2.14 |
| | | | | | | Diluted | $ | | | | | 1.17 $ | 0.70 $ | 2.51 $ | | 2.12 |
| | | | | | | Weighted average shares outstanding (in millions): |
| | | | | | | Basic | | | | | | 306 | 311 | | | | 308 | 308 |
| | | | | | | Diluted | | | | | | 454 | 465 | | | | 455 | 465 |
See accompanying notes to condensed consolidated financial statements. |
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| | | | | Table of Contents |
RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES |
Condensed Consolidated Statements of Comprehensive Income (Loss) |
| (In millions of U.S. dollars) |
| | (Unaudited) |
| | | Three Months Ended | Nine Months Ended |
| | | September 30, | September 30, |
| | | | | | 2022 | | | 2021 | 2022 | | | 2021 |
| | | | | Net income | $ | | | | | 530 $ | 329 $ 1,146 $ | 991 |
| | | | | Foreign currency translation adjustment | | | | | | (727) | (257) | (1,015) | | | (62) |
| | | | | Net change in fair value of net investment hedges, net of tax of $(87), $(31), |
| | | | | $(100) and $10 | | | | | | 384 | 143 | | | 575 | 101 |
| | | | | Net change in fair value of cash flow hedges, net of tax of $(55), $(4), |
| | | | | $(145) and $(32) | | | | | | 150 | 13 | | | 394 | 68 |
| | | | | Amounts reclassified to earnings of cash flow hedges, net of tax of $(2), |
| | | | | $(9), $(15) and $(21) | | | | | | 5 | 24 | | | 42 | 77 |
| | | | | Gain (loss) recognized on other, net of tax of $0, $0, $0 and $0 | | | | | | 1 | — | | | 3 | 2 |
| | | | | Other comprehensive income (loss) | | | | | | (187) | (77) | | | (1) | 186 |
| | | | | Comprehensive income (loss) | | | | | | 343 | 252 | 1,145 | | | 1,177 |
| | | | | Comprehensive income (loss) attributable to noncontrolling interests | | | | | | 110 | 83 | | | 366 | 395 |
| | | | | Comprehensive income (loss) attributable to common shareholders | $ | | | | | 233 $ | 169 $ | | | 779 $ | 782 |
See accompanying notes to condensed consolidated financial statements. |
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| | | Table of Contents |
RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES |
| Condensed Consolidated Statement of Shareholders’ Equity |
| (In millions of U.S. dollars, except shares and per share data) |
| | (Unaudited) |
| | | | | | Accumulated |
| | | | Issued Common Shares | | Other |
| | | | | Retained | Comprehensive | Noncontrolling |
| | | | | Earnings | Income (Loss) | Interest | Total | | Shares | Amount |
| | | Balances at December 31, 2021 | 309,025,068 $ 2,156 $ | | | | | 791 $ | (710) $ | 1,616 $ 3,853 |
| | | Stock option exercises | | | | | | | | | 87,177 | 3 | | | | — | — | | | | — | | 3 |
| | | Share-based compensation | | — | | | | | | | | | | | | 24 | — | — | | | | — | 24 |
| | | Issuance of shares | | 906,260 | | | | | | | | | | 13 | — | — | | | | — | 13 |
| | | Dividends declared ($0.54 per share) | | — | | | | | | | | | | | | — | (167) | | — | | | | — | (167) |
| | | Dividend equivalents declared on restricted |
| | | stock units | | — | | | 3 | | | | (3) | — | | | | — | — |
| | | Distributions declared by Partnership on |
| | | Partnership exchangeable units ($0.54 per unit) | — | | | | | | | | | | | | — | — | — | | | | (78) | (78) |
| | | Exchange of Partnership exchangeable units |
| | | for RBI common shares | | 1,525,900 | | | | | | | | | | 21 | — | (3) | | | | (18) | — |
| | | Repurchase of RBI common shares | (2,860,002) | | | | | | | | | | (161) | — | — | | | | — | (161) |
| | | Restaurant VIE contributions (distributions) | | — | | | | | | | | | | | | — | — | — | | | | (1) | (1) |
| | | Net income | | — | | | | | | | | | | | | — | 183 | — | | | | 87 | 270 |
| | | Other comprehensive income (loss) | | — | | | | | | | | | | | | — | — | 140 | 65 | 205 |
| | | Balances at March 31, 2022 | 308,684,403 $ 2,059 $ | | | | | 804 $ | (573) $ | 1,671 $ 3,961 |
| | | Stock option exercises | | | | | | | | | 25,277 | 1 | | | | — | — | | | | — | | 1 |
| | | Share-based compensation | | — | | | | | | | | | | | | 29 | — | — | | | | — | 29 |
| | | Issuance of shares | | 124,065 | | | | | | | | | | — | — | — | | | | — | — |
| | | Dividends declared ($0.54 per share) | | — | | | | | | | | | | | | — | (166) | | — | | | | — | (166) |
| | | Dividend equivalents declared on restricted |
| | | stock units | | — | | | 3 | | | | (3) | — | | | | — | — |
| | | Distributions declared by Partnership on |
| | | Partnership exchangeable units ($0.54 per unit) | — | | | | | | | | | | | | — | — | — | | | | (77) | (77) |
| | | Exchange of Partnership exchangeable units |
| | | for RBI common shares | | 151,154 | 2 | | | | — | — | | | | (2) | — |
| | | Repurchase of RBI common shares | (3,241,362) | | | | | | | | | | (165) | — | — | | | | — | (165) |
| | | Restaurant VIE contributions (distributions) | | — | | | | | | | | | | | | — | — | — | | | | (1) | (1) |
| | | Net income | | — | | | | | | | | | | | | — | 236 | — | | | | 110 | 346 |
| | | Other comprehensive income (loss) | | — | | | | | | | | | | | | — | — | (13) | (6) | (19) |
| | | Balances at June 30, 2022 | 305,743,537 $ 1,929 $ | | | | | 871 $ | (586) $ | 1,695 $ 3,909 |
| | | Stock option exercises | | | | | | | | | 48,422 | 2 | | | | — | — | | | | — | | 2 |
| | | Share-based compensation | | — | | | | | | | | | | | | 29 | — | — | | | | — | 29 |
| | | Issuance of shares | | | | | | | | | 49,603 | | — | — | — | | | | — | — |
| | | Dividends declared ($0.54 per share) | | — | | | | | | | | | | | | — | (165) | | — | | | | — | (165) |
| | | Dividend equivalents declared on restricted |
| | | stock units | | — | | | 4 | | | | (4) | — | | | | — | — |
| | | Distributions declared by Partnership on |
| | | Partnership exchangeable units ($0.54 per unit) | — | | | | | | | | | | | | — | — | — | | | | (77) | (77) |
| | | Exchange of Partnership exchangeable units |
| | | for RBI common shares | | | | | | | | | 17,805 | | — | — | — | | | | — | — |
| | | Restaurant VIE contributions (distributions) | | — | | | | | | | | | | | | — | — | — | | | | (2) | (2) |
| | | Net income | | — | | | | | | | | | | | | — | 360 | — | | | | 170 | 530 |
| | | Other comprehensive income (loss) | | — | | | | | | | | | | | | — | — | (127) | (60) | (187) |
| | | Balances at September 30, 2022 | 305,859,367 $ 1,964 $ | 1,062 $ | | | | | (713) $ | 1,726 $ 4,039 |
See accompanying notes to condensed consolidated financial statements. |
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| | | | | | | | Table of Contents |
RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES |
| Condensed Consolidated Statement of Shareholders’ Equity |
| (In millions of U.S. dollars, except shares and per share data) |
| | (Unaudited) |
| | | | | Accumulated |
| | | Issued Common Shares | | Other |
| | | | Retained | Comprehensive | Noncontrolling |
| | | | Earnings | Income (Loss) | Interest | Total | Shares | Amount |
| | | | | | | | Balances at December 31, 2020 | 304,718,749 $ 2,399 $ | | | | | | 622 $ | (854) $ | 1,554 $ 3,721 |
| | | | | | | | Stock option exercises | | 530,963 | | | | | | | | | 20 | — | — | | | | | — | 20 |
| | | | | | | | Share-based compensation | | — | | | | | | | | | | 22 | — | — | | | | | — | 22 |
| | | | | | | | Issuance of shares | | 1,636,858 | 9 | | | | | — | — | | | | | — | | 9 |
| | | | | | | | Dividends declared ($0.53 per share) | | — | | | | | | | | | | — | (163) | | — | | | | | — | (163) |
| | | | | | | | Dividend equivalents declared on restricted |
| | | | | | | | stock units | | — | | 3 | | | | | (3) | — | | | | | — | — |
| | | | | | | | Distributions declared by Partnership on |
| | | | | | | | Partnership exchangeable units ($0.53 per unit) | — | | | | | | | | | | — | — | — | | | | | (82) | (82) |
| | | | | | | | Exchange of Partnership exchangeable units |
| | | | | | | | for RBI common shares | | | | | | | | | | | | 72,671 | 1 | | | | | — | — | | | | | (1) | — |
| | | | | | | | Restaurant VIE contributions (distributions) | | — | | | | | | | | | | — | — | — | | | | | 1 | | 1 |
| | | | | | | | Net income | | — | | | | | | | | | | — | 179 | — | | | | | 92 | 271 |
| | | | | | | | Other comprehensive income (loss) | | — | | | | | | | | | | — | — | 135 | 68 | 203 |
| | | | | | | | Balances at March 31, 2021 | 306,959,241 $ 2,454 $ | | | | | | 635 $ | (719) $ | 1,632 $ 4,002 |
| | | | | | | | Stock option exercises | | 958,671 | | | | | | | | | 37 | — | — | | | | | — | 37 |
| | | | | | | | Share-based compensation | | — | | | | | | | | | | 18 | — | — | | | | | — | 18 |
| | | | | | | | Issuance of shares | | | | | | | | | | | | 34,858 | — | — | — | | | | | — | — |
| | | | | | | | Dividends declared ($0.53 per share) | | — | | | | | | | | | | — | (164) | | — | | | | | — | (164) |
| | | | | | | | Dividend equivalents declared on restricted |
| | | | | | | | stock units | | — | | 2 | | | | | (2) | — | | | | | — | — |
| | | | | | | | Distributions declared by Partnership on |
| | | | | | | | Partnership exchangeable units ($0.53 per unit) | — | | | | | | | | | | — | — | — | | | | | (82) | (82) |
| | | | | | | | Exchange of Partnership exchangeable units |
| | | | | | | | for RBI common shares | | | | | | | | | | | | 87,767 | 1 | | | | | — | — | | | | | (1) | — |
| | | | | | | | Restaurant VIE contributions (distributions) | | — | | | | | | | | | | — | — | — | | | | | (3) | (3) |
| | | | | | | | Net income | | — | | | | | | | | | | — | 259 | — | | | | | 132 | 391 |
| | | | | | | | Other comprehensive income (loss) | | — | | | | | | | | | | — | — | 40 | | | | | 20 | 60 |
| | | | | | | | Balances at June 30, 2021 | 308,040,537 $ 2,512 $ | | | | | | 728 $ | (679) $ | 1,698 $ 4,259 |
| | | | | | | | Stock option exercises | | | | | | | | | | | | 93,012 | 4 | | | | | — | — | | | | | — | | 4 |
| | | | | | | | Share-based compensation | | — | | | | | | | | | | 22 | — | — | | | | | — | 22 |
| | | | | | | | Issuance of shares | | | | | | | | | | | | 92,888 | — | — | — | | | | | — | — |
| | | | | | | | Dividends declared ($0.53 per share) | | — | | | | | | | | | | — | (167) | | — | | | | | — | (167) |
| | | | | | | | Dividend equivalents declared on restricted |
| | | | | | | | stock units | | — | | 3 | | | | | (3) | — | | | | | — | — |
| | | | | | | | Distributions declared by Partnership on |
| | | | | | | | Partnership exchangeable units ($0.53 per unit) | — | | | | | | | | | | — | — | — | | | | | (77) | (77) |
| | | | | | | | Exchange of Partnership exchangeable units |
| | | | | | | | for RBI common shares | | 9,682,964 | | | | | | | | | 131 | — | (22) | (109) | — |
| | | | | | | | Repurchase of RBI common shares | (2,843,562) | | | | | | | | | (182) | — | — | | | | | — | (182) |
| | | | | | | | Restaurant VIE contributions (distributions) | | — | | | | | | | | | | — | — | — | | | | | (3) | (3) |
| | | | | | | | Net income | | — | | | | | | | | | | — | 221 | — | | | | | 108 | 329 |
| | | | | | | | Other comprehensive income (loss) | | — | | | | | | | | | | — | — | (52) | (25) | (77) |
| | | | | | | | Balances at September 30, 2021 | 315,065,839 $ 2,490 $ | | | | | | 779 $ | (753) $ | 1,592 $ 4,108 |
See accompanying notes to condensed consolidated financial statements. |
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| | | | Table of Contents |
RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES |
| Condensed Consolidated Statements of Cash Flows |
| | (In millions of U.S. dollars) |
| | | (Unaudited) |
| | | | | Nine Months Ended |
| | | | | September 30, |
| | | | | 2022 | 2021 |
| | | | Cash flows from operating activities: |
| | | | Net income | $ | 1,146 $ | | 991 |
| | | | Adjustments to reconcile net income to net cash provided by operating activities: |
| | | | | | | | Depreciation and amortization | | | | | 143 | 150 |
| | | | | | | | Premiums paid and non-cash loss on early extinguishment of debt | | | | | — | 11 |
| | | | | | | | Amortization of deferred financing costs and debt issuance discount | | | | | 21 | 20 |
| | | | | | | | (Income) loss from equity method investments | | | | | 30 | 12 |
| | | | | | | | (Gain) loss on remeasurement of foreign denominated transactions | | | | | (82) | (58) |
| | | | | | | | Net (gains) losses on derivatives | | | | | 17 | 65 |
| | | | | | | | Share-based compensation and non-cash incentive compensation expense | | | | | 93 | 71 |
| | | | | | | | Deferred income taxes | | | | | (29) | 35 |
| | | | | | | | Other | | | | | 8 | (14) |
| | | | Changes in current assets and liabilities, excluding acquisitions and dispositions: |
| | | | | | | | Accounts and notes receivable | | | | | (93) | 11 |
| | | | | | | | Inventories and prepaids and other current assets | | | | | (67) | (3) |
| | | | | | | | Accounts and drafts payable | | | | | 113 | 129 |
| | | | | | | | Other accrued liabilities and gift card liability | | | | | (74) | (87) |
| | | | Tenant inducements paid to franchisees | | | | | (13) | (5) |
| | | | Other long-term assets and liabilities | | (146) | | (73) |
| | | | | | | | | | Net cash provided by operating activities | | 1,067 | 1,255 |
| | | | Cash flows from investing activities: |
| | | | Payments for property and equipment | | | | | (52) | (70) |
| | | | Net proceeds from disposal of assets, restaurant closures, and refranchisings | | | | | 11 | 14 |
| | | | Net payments in connection with purchase of Firehouse Subs | | | | | (12) | — |
| | | | Settlement/sale of derivatives, net | | | | | 22 | 2 |
| | | | Other investing activities, net | | | | | (35) | (15) |
| | | | | | | | | | Net cash (used for) provided by investing activities | | | | | (66) | (69) |
| | | | Cash flows from financing activities: |
| | | | Proceeds from long-term debt | | | | | 2 | 802 |
| | | | Repayments of long-term debt and finance leases | | | | | (71) | (865) |
| | | | Payment of financing costs | | | | | — | (7) |
| | | | Payment of dividends on common shares and distributions on Partnership exchangeable |
| | | | units | | (728) | (730) |
| | | | Repurchase of common shares | | (326) | (182) |
| | | | Proceeds from stock option exercises | | | | | 7 | 60 |
| | | | (Payments) proceeds from derivatives | | | | | 8 | (45) |
| | | | Other financing activities, net | | | | | (3) | (3) |
| | | | | | | | | | Net cash (used for) provided by financing activities | | (1,111) | (970) |
| | | | Effect of exchange rates on cash and cash equivalents | | | | | (31) | (3) |
| | | | Increase (decrease) in cash and cash equivalents | | (141) | | 213 |
| | | | Cash and cash equivalents at beginning of period | | 1,087 | 1,560 |
| | | | Cash and cash equivalents at end of period | $ | | | | 946 $ | 1,773 |
| | | | Supplemental cash flow disclosures: |
| | | | Interest paid | $ | | | | 318 $ | 281 |
| | | | Income taxes paid | $ | | | | 177 $ | 189 |
See accompanying notes to condensed consolidated financial statements. |
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| | | Table of Contents |
RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES |
| Notes to Condensed Consolidated Financial Statements |
| | (Unaudited) |
| | | Note 1. Description of Business and Organization |
| | | | Restaurant Brands International Inc. (the “Company”, “RBI”, “we”, “us” or “our”) is a Canadian corporation that serves |
| | | as the sole general partner of Restaurant Brands International Limited Partnership (“Partnership”). We franchise and operate quick service restaurants serving premium coffee and other beverage and food products under the Tim Hortons® brand (“Tim Hortons” or “TH”), fast food hamburgers principally under the Burger King® brand (“Burger King” or “BK”), chicken principally under the Popeyes® brand (“Popeyes” or “PLK”) and sandwiches under the Firehouse Subs® brand (“Firehouse” or “FHS”). We are one of the world’s largest quick service restaurant, or QSR, companies as measured by total number of restaurants. As of September 30, 2022, we franchised or owned 5,405 Tim Hortons restaurants, 19,401 Burger King restaurants, 3,928 Popeyes restaurants and 1,234 Firehouse Subs restaurants, for a total of 29,968 restaurants, and operate in more than 100 countries. Approximately 100% of current system-wide restaurants are franchised. |
| | | | All references to “$” or “dollars” are to the currency of the United States unless otherwise indicated. All references to |
| | | “Canadian dollars” or “C$” are to the currency of Canada unless otherwise indicated. |
| | | Note 2. Basis of Presentation and Consolidation |
| | | | We have prepared the accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) |
| | | in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, the Financial Statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC and Canadian securities regulatory authorities on February 23, 2022. |
| | | | The Financial Statements include our accounts and the accounts of entities in which we have a controlling financial |
| | | interest, the usual condition of which is ownership of a majority voting interest. Investments in other affiliates that are owned 50% or less where we have significant influence are accounted for by the equity method. All material intercompany balances and transactions have been eliminated in consolidation. |
| | | | We are the sole general partner of Partnership and, as such we have the exclusive right, power and authority to manage, |
| | | control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of Partnership, subject to the terms of the amended and restated limited partnership agreement of Partnership (the “partnership agreement”) and applicable laws. As a result, we consolidate the results of Partnership and record a noncontrolling interest in our condensed consolidated balance sheets and statements of operations with respect to the remaining economic interest in Partnership we do not hold. |
| | | | We also consider for consolidation entities in which we have certain interests, where the controlling financial interest may |
| | | be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that possesses the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to it. Our maximum exposure to loss resulting from involvement with VIEs is attributable to accounts and notes receivable balances, outstanding loan guarantees and future lease payments, where applicable. |
| | | | As our franchise and master franchise arrangements provide the franchise and master franchise entities the power to |
| | | direct the activities that most significantly impact their economic performance, we do not consider ourselves the primary beneficiary of any such entity that might be a VIE. |
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Tim Hortons has historically entered into certain arrangements in which an operator acquires the right to operate a |
| restaurant, but Tim Hortons owns the restaurant’s assets. We perform an analysis to determine if the legal entity in which operations are conducted is a VIE and consolidate a VIE entity if we also determine Tim Hortons is the entity’s primary beneficiary (“Restaurant VIEs”). As of September 30, 2022 and December 31, 2021, we determined that we are the primary beneficiary of 44 and 46 Restaurant VIEs, respectively, and accordingly, have consolidated the results of operations, assets and liabilities, and cash flows of these Restaurant VIEs in our Financial Statements. Material intercompany accounts and transactions have been eliminated in consolidation. |
In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair |
| presentation have been included in the Financial Statements. The results for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the full year. |
The preparation of consolidated financial statements in conformity with U.S. GAAP and related rules and regulations of |
| the SEC requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. |
The carrying amounts for cash and cash equivalents, accounts and notes receivable and accounts and drafts payable |
| approximate fair value based on the short-term nature of these amounts. |
Certain prior year amounts in the accompanying Financial Statements and notes to the Financial Statements have been |
| reclassified in order to be comparable with the current year classification. These consist of the reclassification of technology fee revenues from Franchise and property revenues to Advertising revenues and other services of $4 million and $6 million for the three and nine months ended September 30, 2021 and technology expenses from General and administrative expenses to Advertising expenses and other services of $8 million and $14 million for the three and nine months ended September 30, 2021, respectively. These reclassifications did not arise as a result of any changes to accounting policies and relate entirely to presentation with no effect on previously reported net income. |
| Note 3. New Accounting Pronouncements |
Accounting Relief for the Transition Away from LIBOR and Certain other Reference Rates – In March 2020 and as |
| clarified in January 2021, the Financial Accounting Standards Board (“FASB”) issued guidance which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This amendment is effective as of March 12, 2020 through December 31, 2022. The expedients and exceptions provided by this new guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationships. During the third quarter of 2021, we adopted certain of the expedients as it relates to hedge accounting as certain of our debt agreements and hedging relationships bear interest at variable rates, primarily U.S. dollar LIBOR. The adoption of and future elections under this new guidance did not and are not expected to have a material impact on our Financial Statements. We will continue to monitor the discontinuance of LIBOR on our debt agreements and hedging relationships. |
Lessors—Certain Leases with Variable Lease Payments – In July 2021, the FASB issued guidance that requires lessors to |
| classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if (a) the lease would have been classified as a sales-type lease or a direct financing lease in accordance with lease classification criteria and (b) the lessor would have otherwise recognized a day-one loss. This amendment is effective in 2022 with early adoption permitted. This guidance may be applied either retrospectively to leases that commenced or were modified on or after the adoption of lease guidance we adopted in 2019 or prospectively to leases that commence or are modified on or after the date that this new guidance is applied. The adoption of this new guidance during the first quarter of 2022 did not have a material impact on our Financial Statements. |
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Liabilities—Supplier Finance Programs – In September 2022, the FASB issued guidance that requires buyers in a |
| supplier finance program to disclose sufficient information about the program to allow investors to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. These disclosures would include the key terms of the program, as well as the obligation amount that the buyer has confirmed as valid to the third party that is outstanding at the end of the reporting period, a rollforward of that amount, and a description of where that amount is presented in the balance sheet. This amendment is effective in 2023, except for the amendment on rollforward information which is effective in 2024, with early adoption permitted. This guidance should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. We are currently evaluating the impact that the adoption of this new guidance will have on our Financial Statements and will add necessary disclosures upon adoption. |
| Note 4. Firehouse Acquisition |
We acquired Firehouse Subs on December 15, 2021 (the “Firehouse Acquisition”) which complements RBI's existing |
| portfolio. Like RBI's other brands, the Firehouse Subs brand is managed independently, while benefiting from the global scale and resources of RBI. The Firehouse Acquisition was accounted for as a business combination using the acquisition method of accounting. |
Total consideration in connection with the Firehouse Acquisition was $1,016 million. The consideration was funded |
| through cash on hand and $533 million of incremental borrowings under our senior secured term loan facility. |
Fees and expenses related to the Firehouse Acquisition and related financings totaled approximately $1 million during the |
| nine months ended September 30, 2022, consisting of professional fees and compensation related expenses which are classified as general and administrative expenses in the accompanying condensed consolidated statements of operations. |
During the nine months ended September 30, 2022, we adjusted our preliminary estimate of the fair value of net assets |
| acquired. The preliminary allocation of consideration to the net tangible and intangible assets acquired is presented in the table below (in millions): |
| | December 15, 2021 |
Total current assets | | $ | 21 |
Property and equipment | | | 4 |
Firehouse Subs brand | | | 816 |
Franchise agreements | | | 19 |
Operating lease assets | | | 9 |
Total liabilities | | | (48) |
Total identifiable net assets | | | 821 |
Goodwill | | | 195 |
Total consideration | | $ | 1,016 |
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The adjustments to the preliminary estimate of net assets acquired and a decrease in total consideration resulted in a |
| corresponding decrease in estimated goodwill due to the following changes to preliminary estimates of fair values and allocation of purchase price (in millions): |
| | Increase (Decrease) |
| | in Goodwill |
Change in:Operating lease assets |
| | $ | (9) |
Firehouse Subs brand | | | (48) |
Franchise agreements | | | (19) |
Total liabilities | | | 35 |
Total consideration | | | (17) |
Total decrease in goodwill | | $ | (58) |
The purchase price allocation reflects preliminary fair value estimates based on management's analysis, including |
| preliminary work performed by third-party valuation specialists. We will continue to obtain information to assist in determining the fair value of net assets acquired during the measurement period. |
The Firehouse Subs brand has been assigned an indefinite life and, therefore, will not be amortized, but rather tested |
| annually for impairment. Franchise agreements have a weighted average amortization period of 18 years. Goodwill attributable to the Firehouse Acquisition will be amortized and deductible for tax purposes. Goodwill is considered to represent the value associated with the workforce and synergies anticipated to be realized as a combined company. We have not yet allocated goodwill related to the Firehouse Acquisition to reporting units for goodwill impairment testing purposes. Goodwill will be allocated to reporting units when the purchase price allocation is finalized during the measurement period. |
The results of operations of Firehouse Subs have been included in our unaudited condensed consolidated financial |
| statements for the three and nine months ended September 30, 2022. The Firehouse Acquisition is not material to our unaudited condensed consolidated financial statements, and therefore, supplemental pro forma financial information for 2021 related to the acquisition is not included herein. |
| Note 5. Leases |
Property revenues consist primarily of lease income from operating leases and earned income on direct financing leases |
| and sales-type leases with franchisees as follows (in millions): |
| | | | Three Months Ended | Nine Months Ended |
| | | September 30, | | September 30, |
| | | 2022 | | | 2021 | 2022 | | 2021 |
| Lease income - operating leases |
Minimum lease payments | | | | $ | 100 $ | | | | | 113 $ | 314 $ | 343 |
Variable lease payments | | | | | 112 | | | | | 91 | 291 | 241 |
Amortization of favorable and unfavorable income lease |
contracts, net | | | | | — | | | | | 1 | 1 | 3 |
Subtotal - lease income from operating leases | | | | | 212 | | | | | 205 | 606 | 587 |
| Earned income on direct financing and sales-type leases | | | | 2 | | | | | 1 | 5 | 4 |
Total property revenues | | | | $ | 214 $ | | | | | 206 $ | 611 $ | 591 |
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Note 6. Revenue Recognition |
Contract Liabilities |
| Contract liabilities consist of deferred revenue resulting from initial and renewal franchise fees paid by franchisees, as |
well as upfront fees paid by master franchisees, which are generally recognized on a straight-line basis over the term of the underlying agreement. We may recognize unamortized franchise fees and upfront fees when a contract with a franchisee or master franchisee is modified and is accounted for as a termination of the existing contract. We classify these contract liabilities as Other liabilities, net in our condensed consolidated balance sheets. The following table reflects the change in contract liabilities between December 31, 2021 and September 30, 2022 (in millions): |
Contract Liabilities | | TH | BK | PLK | FHS | Consolidated |
Balance at December 31, 2021 | | $ | | | | | 65 $ | 410 $ | | | | | 56 $ | — $ | | | 531 |
Effect of business combination | | | | | | | — | | | — | — | 8 | | | 8 |
Recognized during period and included in the |
contract liability balance at the beginning of the year | | | | | | | (8) | (29) | | | | | (4) | (1) | | | (42) |
Increase, excluding amounts recognized as revenue |
during the period | | | | | | | 9 | | | 23 | 11 | 1 | | | 44 |
Impact of foreign currency translation | | | | | | | (3) | (24) | | | | | — | — | | | (27) |
Balance at September 30, 2022 | | $ | | | | | 63 $ | 380 $ | | | | | 63 $ | 8 $ | | | 514 |
| The following table illustrates estimated revenues expected to be recognized in the future related to performance |
obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2022 (in millions): |
Contract liabilities expected to be recognized in | | TH | BK | PLK | FHS | Consolidated |
Remainder of 2022 | | $ | | | | | 3 $ | | | 9 $ | 1 $ | | | — $ | 13 |
2023 | | | 10 | 33 | | | | | 4 | 2 | | | 49 |
2024 | | | | | | | 9 | 32 | | | | | 4 | 1 | | | 46 |
2025 | | | | | | | 8 | 31 | | | | | 4 | 1 | | | 44 |
2026 | | | | | | | 7 | 30 | | | | | 4 | 1 | | | 42 |
Thereafter | | | 26 | 245 | | | | | 46 | 3 | | | 320 |
Total | | $ | 63 $ | 380 $ | | | | | 63 $ | 8 $ | | | 514 |
Disaggregation of Total Revenues |
| Total revenues consist of the following (in millions): |
| | | | | | | Three Months Ended | Nine Months Ended |
| | | September 30, | | September 30, |
| | | | | | | 2022 | 2021 | 2022 | 2021 |
Sales | | $ | 759 $ | 621 $ | 2,076 $ | | | | 1,718 |
Royalties | | | 451 | 414 | 1,292 | | | | 1,149 |
Property revenues | | | 214 | 206 | 611 | | | | 591 |
Franchise fees and other revenue | | | 33 | 15 | | | | | | | 86 | 55 |
Advertising revenues and other services | | | 269 | 239 | 751 | | | | 680 |
Total revenues | | $ | 1,726 $ | 1,495 $ | 4,816 $ | | | | 4,193 |
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Note 7. Earnings per Share |
| An economic interest in Partnership common equity is held by the holders of Class B exchangeable limited partnership |
units (the “Partnership exchangeable units”), which is reflected as a noncontrolling interest in our equity. See Note 13, Shareholders’ Equity. |
| Basic and diluted earnings per share is computed using the weighted average number of shares outstanding for the period. |
We apply the treasury stock method to determine the dilutive weighted average common shares represented by outstanding equity awards, unless the effect of their inclusion is anti-dilutive. The diluted earnings per share calculation assumes conversion of 100% of the Partnership exchangeable units under the “if converted” method. Accordingly, the numerator is also adjusted to include the earnings allocated to the holders of noncontrolling interests. |
| The following table summarizes the basic and diluted earnings per share calculations (in millions, except per share |
amounts): |
| | Three Months Ended | Nine Months Ended |
| | September 30, | September 30, |
| | 2022 | | 2021 | 2022 | | 2021 |
Numerator:Net income attributable to common shareholders - basic |
| | $ | | | | 360 $ | 221 $ | 779 $ | 659 |
Add: Net income attributable to noncontrolling interests | | | | | | 169 | 107 | 364 | 329 |
Net income available to common shareholders and |
noncontrolling interests - diluted | | $ | | | | 529 $ | 328 $ | 1,143 $ | | | | | | 988 |
Denominator:Weighted average common shares - basic |
| | | | | | 306 | 311 | 308 | 308 |
Exchange of noncontrolling interests for common shares |
(Note 13) | | | | | | 143 | 151 | 144 | 154 |
Effect of other dilutive securities | | | | | | 5 | 3 | 3 | 3 |
Weighted average common shares - diluted | | | | | | 454 | 465 | 455 | 465 |
Basic earnings per share (a) | | $ | | | | 1.18 $ | 0.71 $ | 2.53 $ | | 2.14 |
Diluted earnings per share (a) | | $ | | | | 1.17 $ | 0.70 $ | 2.51 $ | | 2.12 |
Anti-dilutive securities outstanding | | | | | | 4 | 5 | 4 | 5 |
(a) Earnings per share may not recalculate exactly as it is calculated based on unrounded numbers. |
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Note 8. Intangible Assets, net and Goodwill |
| Intangible assets, net and goodwill consist of the following (in millions): |
| | As of |
| | | September 30, 2022 | December 31, 2021 |
| | | Accumulated | Accumulated |
| | | | | Gross | Amortization | | | Net | Gross | Amortization | | | | Net |
Identifiable assets subject to |
amortization: Franchise agreements |
| | | | | $ | 705 $ | | | | | | (298) $ | 407 $ | | 722 $ | | | | | | (290) $ | 432 |
Favorable leases | | | | | | 90 | | | | | | (56) | 34 | | 104 | | | | | | (63) | 41 |
Subtotal | | | | | | 795 | | | | | | (354) | 441 | | 826 | | | | | | (353) | 473 |
Indefinite-lived intangible assets: Tim Hortons brand |
| | | | | $ | 6,182 $ | | | | | | — $ | 6,182 $ | | | | | 6,695 $ | | | — $ | 6,695 |
Burger King brand | | | | | | 2,037 | | | | | | — | 2,037 | | | | | 2,126 | | | — | 2,126 |
Popeyes brand | | | | | | 1,355 | | | | | | — | 1,355 | | | | | 1,355 | | | — | 1,355 |
Firehouse Subs brand | | | | | | 816 | | | | | | — | 816 | | 768 | | | | | | — | 768 |
Subtotal | | | | | | 10,390 | | | | — | 10,390 | 10,944 | | | — | 10,944 |
Intangible assets, net | | | | | | $ | 10,831 | | $ | 11,417 |
Goodwill Tim Hortons segment |
| | | | | $ | 3,991 | $ | | | | | 4,306 |
Burger King segment | | | | | | 576 | | | 601 |
Popeyes segment | | | | | | 846 | | | 846 |
Firehouse Subs segment | | | | | | 192 | | | 253 |
Total | | | | | $ | 5,605 | $ | | | | | 6,006 |
| Amortization expense on intangible assets totaled $9 million and $10 million for the three months ended September 30, |
2022 and 2021, respectively. Amortization expense on intangible assets totaled $29 million and $31 million for the nine months ended September 30, 2022 and 2021, respectively. The change in the franchise agreements, brands and goodwill balances during the nine months ended September 30, 2022 was due to the impact of foreign currency translation and the impact of adjustments to the preliminary allocation of consideration to the net tangible and intangible assets acquired in the Firehouse Acquisition. |
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Note 9. Equity Method Investments |
| The aggregate carrying amounts of our equity method investments were $179 million and $194 million as of |
September 30, 2022 and December 31, 2021, respectively, and are included as a component of Other assets, net in our accompanying condensed consolidated balance sheets. |
| Except for the following equity method investments, no quoted market prices are available for our other equity method |
investments. The aggregate market value of our 15% equity interest in Carrols Restaurant Group, Inc. based on the quoted market price on September 30, 2022 was approximately $15 million. The aggregate market value of our 9.4% equity interest in BK Brasil Operação e Assessoria a Restaurantes S.A. based on the quoted market price on September 30, 2022 was approximately $33 million. The aggregate market value of our 8% equity interest in TH International Limited based on the quoted market price on September 30, 2022 was approximately $71 million. We have evaluated recent declines in the market value of these equity method investments and concluded they are not other than temporary and as such no impairments have been recognized in the current period. |
| We have equity interests in entities that own or franchise Tim Hortons, Burger King and Popeyes restaurants. Sales, |
franchise and property revenues recognized from franchisees that are owned or franchised by entities in which we have an equity interest consist of the following (in millions): |
| | Three Months Ended | Nine Months Ended |
| | September 30, | September 30, |
| | 2022 | | 2021 | 2022 | | 2021 |
Revenues from affiliates: |
Royalties | | $ | | | | 92 $ | 111 $ | 266 $ | 254 |
Advertising revenues and other services | | | | | | 20 | 22 | 54 | 50 |
Property revenues | | | | | | 8 | 8 | 23 | 24 |
Franchise fees and other revenue | | | | | | 3 | 4 | 12 | 12 |
Sales | | | | | | 4 | 2 | 12 | 7 |
Total | | $ | | | | 127 $ | 147 $ | 367 $ | 347 |
| At September 30, 2022 and December 31, 2021, we had $41 million and $48 million, respectively, of accounts |
receivable, net from our equity method investments which were recorded in Accounts and notes receivable, net in our condensed consolidated balance sheets. |
| With respect to our TH business, the most significant equity method investment is our 50% joint venture interest with |
The Wendy’s Company (the “TIMWEN Partnership”), which jointly holds real estate underlying Canadian combination restaurants. Distributions received from this joint venture were $5 million and $3 million during the three months ended September 30, 2022 and 2021, respectively. Distributions received from this joint venture were $10 million and $9 million during the nine months ended September 30, 2022 and 2021, respectively. |
| Associated with the TIMWEN Partnership, we recognized $5 million of rent expense during the three months ended |
September 30, 2022 and 2021, and recognized $14 million and $13 million of rent expense during the nine months ended September 30, 2022 and 2021, respectively. |
| (Income) loss from equity method investments reflects our share of investee net income or loss and non-cash dilution |
gains or losses from changes in our ownership interests in equity investees. |
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Note 10. Other Accrued Liabilities and Other Liabilities, net |
| Other accrued liabilities (current) and Other liabilities, net (noncurrent) consist of the following (in millions): |
| | As of |
| | | September 30, | December 31, |
| | | | 2022 | 2021 |
Current: |
Dividend payable | | | $ | 243 $ | | | | 241 |
Interest payable | | | | 96 | | | | 63 |
Accrued compensation and benefits | | | | 90 | | | | 99 |
Taxes payable | | | | 150 | | | | 106 |
Deferred income | | | | 57 | | | | 48 |
Accrued advertising expenses | | | | 45 | | | | 43 |
Restructuring and other provisions | | | | 20 | | | | 90 |
Current portion of operating lease liabilities | | | | 134 | | | | 140 |
Other | | | | 124 | | | | 117 |
Other accrued liabilities | | | $ | 959 $ | | | | 947 |
Noncurrent: |
Taxes payable | | | $ | 360 $ | | | | 533 |
Contract liabilities | | | | 514 | | | | 531 |
Derivatives liabilities | | | | — | | | | 575 |
Unfavorable leases | | | | 52 | | | | 65 |
Accrued pension | | | | 46 | | | | 47 |
Deferred income | | | | 45 | | | | 37 |
Other | | | | 27 | | | | 34 |
Other liabilities, net | | | $ | 1,044 $ | | | 1,822 |
Note 11. Long-Term Debt |
| Long-term debt consists of the following (in millions): |
| | As of |
| | | September 30, | December 31, |
| | | | 2022 | 2021 |
Term Loan B | | | $ | 5,203 $ | | | 5,243 |
Term Loan A | | | | 1,250 | | | 1,250 |
3.875% First Lien Senior Notes due 2028 | | | | 1,550 | | | 1,550 |
3.50% First Lien Senior Notes due 2029 | | | | 750 | | | | 750 |
5.75% First Lien Senior Notes due 2025 | | | | 500 | | | | 500 |
4.375% Second Lien Senior Notes due 2028 | | | | 750 | | | | 750 |
4.00% Second Lien Senior Notes due 2030 | | | | 2,900 | | | 2,900 |
TH Facility and other | | | | 154 | | | | 173 |
Less: unamortized deferred financing costs and deferred issue discount | | | | (118) | | | | (138) |
Total debt, net | | | | 12,939 | 12,978 |
Less: current maturities of debt | | | | (86) | | | | (62) |
Total long-term debt | | | $ | 12,853 $ | 12,916 |
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Revolving Credit Facility |
As of September 30, 2022, we had no amounts outstanding under our senior secured revolving credit facility (the |
| “Revolving Credit Facility”), had $2 million of letters of credit issued against the Revolving Credit Facility, and our borrowing availability under our Revolving Credit Facility was $998 million. Funds available under the Revolving Credit Facility may be used to repay other debt, finance debt or equity repurchases, fund acquisitions or capital expenditures and for other general corporate purposes. We have a $125 million letter of credit sublimit as part of the Revolving Credit Facility, which reduces our borrowing availability thereunder by the cumulative amount of outstanding letters of credit. |
TH Facility |
One of our subsidiaries entered into a non-revolving delayed drawdown term credit facility in a total aggregate principal |
| amount of C$225 million with a maturity date of October 4, 2025 (the “TH Facility”). The interest rate applicable to the TH Facility is the Canadian Bankers’ Acceptance rate plus an applicable margin equal to 1.40% or the Prime Rate plus an applicable margin equal to 0.40%, at our option. Obligations under the TH Facility are guaranteed by four of our subsidiaries, and amounts borrowed under the TH Facility are secured by certain parcels of real estate. As of September 30, 2022, we had approximately C$205 million outstanding under the TH Facility with a weighted average interest rate of 5.10%. |
RE Facility |
One of our subsidiaries entered into a non-revolving delayed drawdown term credit facility in a total aggregate principal |
| amount of $50 million with a maturity date of October 12, 2028 (the “RE Facility”). The interest rate applicable to the RE Facility is, at our option, either (i) a base rate, subject to a floor of |
| | 0.50%, plus an applicable margin of 0.50% or (ii) Adjusted |
| Term SOFR (Adjusted Term SOFR is calculated as Term SOFR plus a margin based on duration), subject to a floor of 0.00%, plus an applicable margin of 1.50%. Obligations under the RE Facility are guaranteed by four of our subsidiaries, and amounts borrowed under the RE Facility are secured by certain parcels of real estate. As of September 30, 2022, we had approximately $2 million outstanding under the RE Facility with a weighted average interest rate of 4.05%. |
Restrictions and Covenants |
As of September 30, 2022, we were in compliance with all applicable financial debt covenants under our senior secured |
| term loan facilities and Revolving Credit Facility (together the "Credit Facilities"), the TH Facility, the RE Facility, and the indentures governing our Senior Notes. |
Fair Value Measurement |
The following table presents the fair value of our variable rate term debt and senior notes, estimated using inputs based on |
| bid and offer prices that are Level 2 inputs, and principal carrying amount (in millions): |
| | | As of |
| | | | September 30, | December 31, |
| | | | | 2022 | 2021 |
| Fair value of our variable term debt and senior notes | | | $ | 11,568 $ | 12,851 |
| Principal carrying amount of our variable term debt and senior notes | | | | 12,903 | 12,943 |
Interest Expense, net |
Interest expense, net consists of the following (in millions): |
| | Three Months Ended | | | Nine Months Ended |
| | | | | | | September 30, | September 30, |
| | 2022 | | | | | | 2021 | 2022 | | | 2021 |
| Debt (a) | $ | | | | | 124 $ | 117 $ | 357 $ | | | | | | 345 |
| Finance lease obligations | | | | | | 4 | 5 | 14 | | | | | | 15 |
| Amortization of deferred financing costs and debt issuance |
| discount | | | | | | 7 | 7 | 21 | | | | | | 20 |
| Interest income | | | | | | (2) | (1) | (3) | | | | | | (2) |
| Interest expense, net | $ | | | | | 133 $ | 128 $ | 389 $ | | | | | | 378 |
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(a) Amount includes $17 million and $11 million benefit during the three months ended September 30, 2022 and 2021, |
respectively, and $40 million and $34 million benefit during the nine months ended September 30, 2022 and 2021, respectively, related to the quarterly net settlements of our cross-currency rate swaps and amortization of the Excluded Component as defined in Note 14, Derivatives. |
Note 12. Income Taxes |
Our effective tax rate was (23.8)% and 1.5% for the three and nine months ended September 30, 2022, respectively. The |
effective tax rate during these periods included a net decrease in tax reserves of $171 million related primarily to expiring statutes of limitations for certain prior tax years which decreased the effective tax rate by 39.9% and 14.7% for the three and nine months ended September 30, 2022, respectively. The effective tax rate during these periods also reflects the mix of income from multiple tax jurisdictions, the impact of internal financing arrangements and favorable structural changes. |
Our effective tax rate was 16.7% and 7.7% for the three and nine months ended September 30, 2021, respectively. The |
effective tax rate during these periods reflects the mix of income from multiple tax jurisdictions and the impact of internal financing arrangements. Additionally, the effective tax rate for the nine months ended September 30, 2021 included a net decrease in tax reserves of $87 million related primarily to expiring statutes of limitations for certain prior tax years which decreased the effective tax rate by 8.1%. |
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (“IRA”) which contains |
provisions effective January 1, 2023, including a 15% corporate alternative minimum tax based on adjusted financial statement income. While we do not currently expect the IRA to have a material impact on our Financial Statements, we will continue to evaluate its effect as further guidance becomes available. |
Note 13. Shareholders’ Equity |
Noncontrolling Interests |
The holders of Partnership exchangeable units held an economic interest of approximately 31.9% in Partnership common |
equity through the ownership of 143,298,599 and 144,993,458 Partnership exchangeable units as of September 30, 2022 and December 31, 2021, respectively. |
During the nine months ended September 30, 2022, Partnership exchanged 1,694,859 Partnership exchangeable units, |
pursuant to exchange notices received. In accordance with the terms of the partnership agreement, Partnership satisfied the exchange notices by exchanging these Partnership exchangeable units for the same number of newly issued RBI common shares. The exchanges represented increases in our ownership interest in Partnership and were accounted for as equity transactions, with no gain or loss recorded in the accompanying condensed consolidated statement of operations. Pursuant to the terms of the partnership agreement, upon the exchange of Partnership exchangeable units, each such Partnership exchangeable unit is automatically deemed cancelled concurrently with the exchange. |
Share Repurchases |
On July 28, 2021, our Board of Directors approved a share repurchase program that allows us to purchase up to $1,000 |
million of our common shares until August 10, 2023. For the nine months ended September 30, 2022, we repurchased and cancelled 6,101,364 of common shares for $326 million and as of September 30, 2022 had $123 million remaining under the authorization. |
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Accumulated Other Comprehensive Income (Loss) |
The following table displays the changes in the components of accumulated other comprehensive income (loss) (“AOCI”) |
| (in millions): |
| | | | | Accumulated |
| | | | Foreign | Other |
| | | | Currency | Comprehensive |
| | Derivatives | Pensions | Translation | Income (Loss) |
| Balance at December 31, 2021 | $ | | | | 136 $ | (21) $ | (825) $ | | | | (710) |
Foreign currency translation adjustment | | | | | | — | — | (1,015) | | | | (1,015) |
Net change in fair value of derivatives, net of tax | | | | | | 969 | — | | — | 969 |
Amounts reclassified to earnings of cash flow hedges, net of tax | | | | | | 42 | — | | — | 42 |
Gain (loss) recognized on other, net of tax | | | | | | — | 3 | | — | 3 |
Amounts attributable to noncontrolling interests | | | | | | (321) | (1) | | 320 | (2) |
| Balance at September 30, 2022 | $ | | | | 826 $ | (19) $ | (1,520) $ | | | | (713) |
| Note 14. Derivative Instruments |
Disclosures about Derivative Instruments and Hedging Activities |
We enter into derivative instruments for risk management purposes, including derivatives designated as cash flow hedges |
| and derivatives designated as net investment hedges. We use derivatives to manage our exposure to fluctuations in interest rates and currency exchange rates. |
Interest Rate Swaps |
At September 30, 2022, we had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of |
| $3,500 million to hedge the variability in the interest payments on a portion of our senior secured term loan facilities (the “Term Loan Facilities”), including any subsequent refinancing or replacement of the Term Loan Facilities, beginning August 31, 2021 through the termination date of October 31, 2028. Additionally, at September 30, 2022, we also had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of $500 million to hedge the variability in the interest payments on a portion of our Term Loan Facilities effective September 30, 2019 through the termination date of September 30, 2026. At inception, all of these interest rate swaps were designated as cash flow hedges for hedge accounting. The unrealized changes in market value are recorded in AOCI, net of tax, and reclassified into interest expense during the period in which the hedged forecasted transaction affects earnings. The net amount of pre-tax gains in connection with these net unrealized gains in AOCI as of September 30, 2022 that we expect to be reclassified into interest expense within the next 12 months is $69 million. |
Cross-Currency Rate Swaps |
To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange |
| rates, we hedge a portion of our net investment in one or more of our foreign subsidiaries by using cross-currency rate swaps. At September 30, 2022, we had outstanding cross-currency rate swap contracts between the Canadian dollar and U.S. dollar and the Euro and U.S. dollar that have been designated as net investment hedges of a portion of our equity in foreign operations in those currencies. The component of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates are economically partly offset by movements in the fair value of our cross-currency swap contracts. The fair value of the swaps is calculated each period with changes in fair value reported in AOCI, net of tax. Such amounts will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations. |
At September 30, 2022, we had U.S. dollar notional amount of $5,000 million outstanding cross-currency rate swaps to |
| partially hedge the net investment in our Canadian subsidiaries (the “CAD swaps”). We have contracts to exchange quarterly fixed-rate interest payments we make on the Canadian dollar notional amount of C$6,754 million for quarterly fixed-rate interest payments we receive on the U.S. dollar notional amount of $5,000 million through the maturity date of June 30, 2023, of which only $2,500 million of notional amount are designated as a hedge and are accounted for as net investment hedges as of September 30, 2022. We also entered into contracts in September 2022 in which we receive quarterly fixed-rate interest payments on the U.S. dollar notional amount of $2,500 million through the maturity date of September 30, 2028, all of which have been designated as a hedge and are accounted for as net investment hedges as of September 30, 2022. |
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In October 2022, we entered into new cross-currency rate swaps in which we receive quarterly fixed-rate interest |
| payments on the U.S. dollar aggregate notional amount of $2,500 million through the maturity date of September 30, 2028. At inception, these cross-currency rate swaps were designated as hedges and are accounted for as net investment hedges. At all times, we have had $5,000 million of notional amount designated as hedges. |
In connection with our CAD swaps entered during September 2022 and October 2022, we de-designated existing hedges |
| of $2,500 million of notional amount in September 2022 and de-designated the remaining $2,500 million of notional amount in October 2022 for hedge accounting. As a result of these de-designations, changes in fair value of these un-designated hedges will be recognized in earnings through the maturity date of June 30, 2023. Concurrently with these de-designations and to offset the changes in fair value recognized in earnings, we entered into off-setting cross-currency rate swaps, with a total notional amount of $5,000 million and a maturity date of June 30, 2023, that were not designated as a hedge for hedge accounting and as such changes in fair value are recognized in earnings. The balances in AOCI associated with the de-designated $2,500 million CAD swaps in September 2022 and the de-designated $2,500 million CAD swaps in October 2022 will remain in AOCI and will only be reclassified into earnings if and when the net investment in our Canadian subsidiaries is sold or substantially sold. |
At September 30, 2022, the fair values of the CAD swaps that were de-designated in September 2022 and October 2022 |
| were included within Prepaids and other current assets and the fair value of the off-setting cross-currency rate swaps was included within Other accrued liabilities as all of these instruments were cash settled in October 2022 for approximately $35 million in net proceeds. |
At September 30, 2022, we had outstanding cross-currency rate swaps in which we pay quarterly fixed-rate interest |
| payments on the Euro notional value of €1,108 million and receive quarterly fixed-rate interest payments on the U.S. dollar notional value of $1,200 million. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as a net investment hedge. During 2018, we extended the term of the swaps from March 31, 2021 to the maturity date of February 17, 2024. The extension of the term resulted in a re-designation of the hedge and the swaps continue to be accounted for as a net investment hedge. Additionally, at September 30, 2022, we also had outstanding cross-currency rate swaps in which we receive quarterly fixed-rate interest payments on the U.S. dollar notional value of $400 million, entered during 2018, and $500 million, entered during 2019, through the maturity date of February 17, 2024 and $150 million, entered during 2021, through the maturity date of October 31, 2028. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as a net investment hedge. |
The fixed-to-fixed cross-currency rate swaps hedging Canadian dollar and Euro net investments utilized the forward |
| method of effectiveness assessment prior to March 15, 2018. On March 15, 2018, we de-designated and subsequently re-designated the outstanding fixed to fixed cross-currency rate swaps to prospectively use the spot method of hedge effectiveness assessment. Additionally, as a result of adopting new hedge accounting guidance during 2018, we elected to exclude the interest component (the “Excluded Component”) from the accounting hedge without affecting net investment hedge accounting and elected to amortize the Excluded Component over the life of the derivative instrument. The amortization of the Excluded Component is recognized in Interest expense, net in the condensed consolidated statement of operations. The change in fair value that is not related to the Excluded Component is recorded in AOCI and will be reclassified to earnings when the foreign subsidiaries are sold or substantially liquidated. |
Foreign Currency Exchange Contracts |
We use foreign exchange derivative instruments to manage the impact of foreign exchange fluctuations on U.S. dollar |
| purchases and payments, such as coffee purchases made by our Canadian Tim Hortons operations. At September 30, 2022, we had outstanding forward currency contracts to manage this risk in which we sell Canadian dollars and buy U.S. dollars with a notional value of $202 million with maturities to November 2023. We have designated these instruments as cash flow hedges, and as such, the unrealized changes in market value of effective hedges are recorded in AOCI and are reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. |
Credit Risk |
By entering into derivative contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of |
| the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with investment grade credit ratings and regularly monitoring our market position with each counterparty. |
Credit-Risk Related Contingent Features |
Our derivative instruments do not contain any credit-risk related contingent features. |
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Quantitative Disclosures about Derivative Instruments and Fair Value Measurements |
The following tables present the required quantitative disclosures for our derivative instruments, including their estimated |
| fair values (all estimated using Level 2 inputs) and their location on our condensed consolidated balance sheets (in millions): |
| | Gain or (Loss) Recognized in Other Comprehensive |
| | | Income (Loss) |
| | Three Months Ended | | Nine Months Ended |
| | September 30, | | September 30, |
| | 2022 | 2021 | 2022 | 2021 |
| Derivatives designated as cash flow hedges(1) |
Interest rate swaps | | $ | | | | 191 $ | 15 $ | | | | 521 $ | 100 |
Forward-currency contracts | | $ | | | | 14 $ | 2 $ | | | | 18 $ | — |
| Derivatives designated as net investment hedges |
Cross-currency rate swaps | | $ | | | | 471 $ | 174 $ | | | | 675 $ | 91 |
(1) We did not exclude any components from the cash flow hedge relationships presented in this table. |
| | | | | | Gain or (Loss) Reclassified from |
| | | | | | | | | Location of Gain or |
| | | AOCI into Earnings |
| | | | | | | | | (Loss) Reclassified |
| | | | | | | | | from AOCI into | Three Months Ended | | Nine Months Ended |
| | | | | | | | | | Earnings | September 30, | | September 30, |
| | 2022 | 2021 | 2022 | 2021 |
| Derivatives designated as cash |
| flow hedges |
Interest rate swaps | | | | | | | | | Interest expense, net | $ | | | | (8) $ | (31) $ | | | | (60) $ | (92) |
Forward-currency contracts | | | | | | | | | Cost of sales | $ | | | | 1 $ | (2) $ | | | | 3 $ | (6) |
| | | | | | Gain or (Loss) Recognized in Earnings |
| | (Amount Excluded from Effectiveness Testing) |
| | | | | | | | | Location of Gain or |
| | | | | | | | | (Loss) Recognized in | Three Months Ended | | Nine Months Ended |
| | | | | | | | | | Earnings | September 30, | | September 30, |
| | 2022 | 2021 | 2022 | 2021 |
| Derivatives designated as net |
| investment hedges |
Cross-currency rate swaps | | | | | | | | | Interest expense, net | $ | | | | 17 $ | 11 $ | | | | 40 $ | 34 |
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Fair Value as of |
| September 30, | December 31, |
2022 | | 2021 | Balance Sheet Location |
| | | | Assets:Derivatives designated as cash flow hedges |
| | | | Interest rate | $ | 314 $ | | | | | — Other assets, net |
| | | | Foreign currency | | 16 | | | | | 2 Prepaids and other current assets |
| | | | Derivatives designated as net investment hedges |
| | | | Foreign currency | | 261 | | | | | 23 Other assets, net |
| | | | Foreign currency | | 56 $ | | | | | — Prepaids and other current assets |
| | | | Derivatives not designated as hedging instruments |
| | | | Foreign currency | | 56 | | | | | — Prepaids and other current assets |
| | | | | | Total assets at fair value | $ | 703 $ | | | | | 25 |
| | | | Liabilities:Derivatives designated as cash flow hedges |
| | | | Interest rate | $ | — $ | | | | | 220 Other liabilities, net |
| | | | Derivatives designated as net investment hedges |
| | | | Foreign currency | | — | | | | | 355 Other liabilities, net |
| | | | Derivatives not designated as hedging instruments |
| | | | Foreign currency | | 30 | | | | | — Other accrued liabilities |
| | | | | | Total liabilities at fair value | $ | 30 $ | | | | | 575 |
| | | | Note 15. Other Operating Expenses (Income), net |
| | | | | | Other operating expenses (income), net consist of the following (in millions): |
Three Months Ended | | | Nine Months Ended |
| | September 30, | | | | | September 30, |
2022 | | | | | 2021 | 2022 | | | | | 2021 |
| | | | Net losses (gains) on disposal of assets, restaurant closures, |
| | | | and refranchisings | $ | | 1 $ | 2 $ | | | | 2 $ | | 1 |
| | | | Litigation settlements (gains) and reserves, net | | | — | 4 | | | | 3 | | 7 |
| | | | Net losses (gains) on foreign exchange | | | (30) | | | (23) | | (82) | | (58) |
| | | | Other, net | | | 2 | 1 | | | | 9 | | — |
| | | | Other operating expenses (income), net | $ | | (27) $ | | | (16) $ | | (68) $ | | (50) |
| | | | | | Net losses (gains) on disposal of assets, restaurant closures, and refranchisings represent sales of properties and other |
| | | | costs related to restaurant closures and refranchisings. Gains and losses recognized in the current period may reflect certain costs related to closures and refranchisings that occurred in previous periods. |
| | | | | | Net losses (gains) on foreign exchange is primarily related to revaluation of foreign denominated assets and liabilities, |
| | | | primarily those denominated in Euros and Canadian dollars. |
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Note 16. Commitments and Contingencies |
Litigation |
| From time to time, we are involved in legal proceedings arising in the ordinary course of business relating to matters |
including, but not limited to, disputes with franchisees, suppliers, employees and customers, as well as disputes over our intellectual property. |
| On October 5, 2018, a class action complaint was filed against Burger King Worldwide, Inc. (“BKW”) and Burger King |
Corporation (“BKC”) in the U.S. District Court for the Southern District of Florida by Jarvis Arrington, individually and on behalf of all others similarly situated. On October 18, 2018, a second class action complaint was filed against RBI, BKW and BKC in the U.S. District Court for the Southern District of Florida by Monique Michel, individually and on behalf of all others similarly situated. On October 31, 2018, a third class action complaint was filed against BKC and BKW in the U.S. District Court for the Southern District of Florida by Geneva Blanchard and Tiffany Miller, individually and on behalf of all others similarly situated. On November 2, 2018, a fourth class action complaint was filed against RBI, BKW and BKC in the U.S. District Court for the Southern District of Florida by Sandra Muster, individually and on behalf of all others similarly situated. These complaints have been consolidated and allege that the defendants violated Section 1 of the Sherman Act by incorporating an employee no-solicitation and no-hiring clause in the standard form franchise agreement all Burger King franchisees are required to sign. Each plaintiff seeks injunctive relief and damages for himself or herself and other members of the class. On March 24, 2020, the Court granted BKC’s motion to dismiss for failure to state a claim and on April 20, 2020 the plaintiffs filed a motion for leave to amend their complaint. On April 27, 2020, BKC filed a motion opposing the motion for leave to amend. The court denied the plaintiffs motion for leave to amend their complaint in August 2020 and the plaintiffs appealed this ruling. In August 2022, the federal appellate court reversed the lower court's decision to dismiss the case and remanded the case to the lower court for further proceedings. While we currently believe these claims are without merit, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any. |
| On June 30, 2020, a class action complaint was filed against RBI, Partnership and The TDL Group Corp. in the Quebec |
Superior Court by Steve Holcman, individually and on behalf of all Quebec residents who downloaded the Tim Hortons mobile application. On July 2, 2020, a Notice of Action related to a second class action complaint was filed against RBI, in the Ontario Superior Court by Ashley Sitko and Ashley Cadeau, individually and on behalf of all Canadian residents who downloaded the Tim Hortons mobile application. On August 31, 2020, a notice of claim was filed against RBI in the Supreme Court of British Columbia by Wai Lam Jacky Law on behalf of all persons in Canada who downloaded the Tim Hortons mobile application or the Burger King mobile application. On September 30, 2020, a notice of action was filed against RBI, Partnership, The TDL Group Corp., BKW and Popeyes Louisiana Kitchen, Inc. in the Ontario Superior Court of Justice by William Jung on behalf of a to be determined class. All of the complaints allege that the defendants violated the plaintiff’s privacy rights, the Personal Information Protection and Electronic Documents Act, consumer protection and competition laws or app-based undertakings to users, in each case in connection with the collection of geolocation data through the Tim Hortons mobile application, and in certain cases, the Burger King and Popeyes mobile applications. Each plaintiff seeks injunctive relief and monetary damages for himself or herself and other members of the class. The parties have reached a national settlement of all cases, subject to court approval, pursuant to which The TDL Group Corp. will provide each member of the class one hot beverage and one baked good and will pay plaintiffs legal fees, in an amount which we believe will be immaterial. On September 22, 2022, the Quebec Court issued a judgment approving the settlement in the Holcman case. The British Columbia Courts have dismissed the Law case and the settlement will be effective upon the Ontario Courts dismissing or permanently staying the Sitko and Jung actions. |
| On October 26, 2020, City of Warwick Municipal Employees Pension Fund, a purported stockholder of RBI, individually |
and putatively on behalf of all other stockholders similarly situated, filed a lawsuit in the Supreme Court of the State of New York County of New York naming RBI and certain of our officers, directors and shareholders as defendants alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended, in connection with certain offerings of securities by an affiliate in August and September 2019. The complaint alleges that the shelf registration statement used in connection with such offering contained certain false and/or misleading statements or omissions. The complaint seeks, among other relief, class certification of the lawsuit, unspecified compensatory damages, rescission, pre-judgement and post-judgement interest, costs and expenses. On December 18, 2020 the plaintiffs filed an amended complaint and on February 16, 2021 RBI filed a motion to dismiss the complaint. The plaintiffs filed a brief in opposition to the motion on April 19, 2021 and RBI filed a reply in May 2021. The motion to dismiss was heard in April 2022 and the motion to dismiss was denied in May 2022. On June 6, 2022, we filed an answer to the complaint and on July 8, 2022, we filed an appeal of the denial of the motion to dismiss. Oral arguments were heard on the appeal in September 2022 and the parties await a ruling on the appeal. We intend to vigorously defend. While |
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we believe these claims are without merit, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any. |
| In April 2022, BKC was served with two separate purported class action complaints relating to per- and polyfluoroalkyl |
(“PFAS”) in packaging. Hussain vs. BKC was filed on April 13, 2022 in the U.S. District Court for the Northern District of California, and Cooper v. BKC was filed on April 14, 2022 in the U.S. District Court for the Southern District of Florida. Both complaints allege that certain food products sold by BKC are not safe for human consumption due to the packaging containing allegedly unsafe PFAS and that consumers were misled by the labelling, marketing and packaging claims asserted by BKC regarding the safety and sustainability of the packaging and are seeking compensatory, statutory and punitive damages, injunctive relief, corrective action, and attorneys’ fees. Hussain voluntarily dismissed the case on August 22, 2022. In June 2022, Cooper voluntarily dismissed the case and then refiled their complaint in state court only on behalf of Florida consumers. We filed a motion to dismiss on October 17, 2022. While we currently believe this claim is without merit, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any. |
Other Disputes |
| In early 2022, we entered into negotiations to resolve business disputes that arose during 2021 with counterparties to the |
master franchise agreements for Burger King and Popeyes in China. Based on these discussions, we have paid approximately $100 million, $72 million of which was recorded as Litigation settlements and reserves, net in 2021. The majority of this amount relates to Popeyes, resolves our disputes and allows us to move forward in the market with a new master franchisee. Additionally, pursuant to this agreement we and our partner have made equity contributions to the Burger King business in China. |
Note 17. Segment Reporting |
| As stated in Note 1, Description of Business and Organization, we manage four brands. Under the Tim Hortons brand, we |
operate in the donut/coffee/tea category of the quick service segment of the restaurant industry. Under the Burger King brand, we operate in the fast food hamburger restaurant category of the quick service segment of the restaurant industry. Under the Popeyes brand, we operate in the chicken category of the quick service segment of the restaurant industry. Under the Firehouse Subs brand, we operate in the specialty subs category of the quick service segment of the restaurant industry. Our business generates revenue from the following sources: (i) franchise and advertising revenues and other services, consisting primarily of royalties and advertising fund contributions based on a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees; (ii) property revenues from properties we lease or sublease to franchisees; and (iii) sales at restaurants owned by us (“Company restaurants”). In addition, our TH business generates revenue from sales to franchisees related to our supply chain operations, including manufacturing, procurement, warehousing and distribution, as well as sales to retailers. We manage each of our brands as an operating segment and each operating segment represents a reportable segment. |
| The following tables present revenues, by segment and by country (in millions): |
| | Three Months Ended | Nine Months Ended |
| | September 30, | September 30, |
| | 2022 | | 2021 | 2022 | | 2021 |
Revenues by operating segment: TH |
| | $ | 1,033 $ | | | | 885 $ | 2,830 $ | | 2,426 |
BK | | | | | | | 491 | 467 | 1,407 | | 1,333 |
PLK | | | | | | | 164 | 143 | | 477 | 434 |
FHS | | | | | | | 38 | — | | 102 | — |
Total revenues | | $ | 1,726 $ | | 1,495 $ | 4,816 $ | | 4,193 |
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Three Months Ended | Nine Months Ended |
September 30, | September 30, |
2022 | | 2021 | 2022 | | 2021 |
| | | | Revenues by country (a): Canada |
$ | | | | | 940 $ | 808 $ | 2,565 $ | | 2,200 |
| | | | United States | | | | | | 587 | 500 | 1,679 | | 1,493 |
| | | | Other | | | | | | 199 | 187 | 572 | 500 |
| | | | Total revenues | $ | 1,726 $ | | 1,495 $ | 4,816 $ | | 4,193 |
| | | | (a) Only Canada and the United States represented 10% or more of our total revenues in each period presented. |
| | | | | | | | | Our measure of segment income is Adjusted EBITDA. Adjusted EBITDA represents earnings (net income or loss) before |
| | | | interest expense, net, loss on early extinguishment of debt, income tax (benefit) expense, and depreciation and amortization, adjusted to exclude (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/expenses from non-recurring projects and non-operating activities. For the periods referenced, 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) costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements, including services related to significant tax reform legislation, regulations and related restructuring initiatives (“Corporate restructuring and tax advisory fees”). |
| | | | Adjusted EBITDA is used by management to measure operating performance of the business, excluding these non-cash |
| | | | and other specifically identified items that management believes are not relevant to management’s assessment of our operating performance. A reconciliation of segment income to net income consists of the following (in millions): |
Three Months Ended | Nine Months Ended |
September 30, | September 30, |
2022 | | 2021 | 2022 | | 2021 |
| | | | Segment income: TH |
$ | | | | | 305 $ | 278 $ | 810 $ | 738 |
| | | | BK | | | | | | 262 | 272 | 761 | 755 |
| | | | PLK | | | | | | 62 | 57 | 179 | 171 |
| | | | FHS | | | | | | 13 | — | 40 | — |
| | | | Adjusted EBITDA | | | | | | 642 | 607 | 1,790 | | 1,664 |
| | | | Share-based compensation and non-cash incentive |
| | | | compensation expense | | | | | | 34 | 25 | 93 | 71 |
| | | | FHS Transaction costs | | | | | | 3 | — | 8 | — |
| | | | Corporate restructuring and tax advisory fees | | | | | | 12 | 4 | 21 | 8 |
| | | | Impact of equity method investments (a) | | | | | | 13 | 11 | 41 | 22 |
| | | | Other operating expenses (income), net | | | | | | (27) | (16) | (68) | (50) |
| | | | EBITDA | | | | | | 607 | 583 | 1,695 | | 1,613 |
| | | | Depreciation and amortization | | | | | | 46 | 50 | 143 | 150 |
| | | | Income from operations | | | | | | 561 | 533 | 1,552 | | 1,463 |
| | | | Interest expense, net | | | | | | 133 | 128 | 389 | 378 |
| | | | Loss on early extinguishment of debt | | | | | | — | 11 | — | 11 |
| | | | Income tax expense (benefit) | | | | | | (102) | 65 | 17 | 83 |
| | | | Net income | $ | | | | | 530 $ | 329 $ | 1,146 $ | | | | | | | 991 |
| | | | (a) Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity |
| | | | | | | | | method investments. Cash distributions received from our equity method investments are included in segment income. |
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Note 18. Subsequent Events |
| Dividends |
| On October 5, 2022, we paid a cash dividend of $0.54 per common share to common shareholders of record on |
September 21, 2022. On such date, Partnership also made a distribution in respect of each Partnership exchangeable unit in the amount of $0.54 per exchangeable unit to holders of record on September 21, 2022. |
| Subsequent to September 30, 2022, our board of directors declared a cash dividend of $0.54 per common share, which |
will be paid on January 4, 2023 to common shareholders of record on December 21, 2022. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.54 per Partnership exchangeable unit, and the record date and payment date for distributions on Partnership exchangeable units are the same as the record date and payment date set forth above. |
| Derivatives |
| We executed various derivative transactions during October 2022 as detailed in Note 14 – Derivative Instruments. |
| | ***** |
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