Annual Report Provided
ABOUT RESTAURANT BRANDS
Restaurant Brands New Zealand Limited
operates the KFC, Pizza Hut, Taco Bell and
Carl’s Jr. brands in New Zealand, the KFC
and Taco Bell brands in Australia, the KFC
and Taco Bell brands in California, and the
Taco Bell and Pizza Hut brands in Hawaii
and Guam. These brands – four of the
world’s most famous – are distinguished
for their product, look, style, ambience
and service and for the total experience
they deliver to their customers around
the world.
As one door closes on an era so another opens.
Arif Khan, Restaurant Brands’ Acting Group
CEO is full of praise for the achievements of
CEO Russel Creedy and CFO Grant Ellis who
both retire this year. Yet at the same time, he
is quick to assert their legacy is not just about
the past. “Great leadership is great because
of how it sets people and organisations up for
the future. It’s a winning spirit that runs deeply
throughout the company today. It’s a mindset
and can-do attitude amongst all our interna-
tional leaders towards problem solving and
envisioning what’s possible,” says Khan.
For his own part, Khan is extremely enthu-
siastic about the next stage of the company’s
growth and to working closely with the com-
pany’s new incoming Group CFO, Julio Valdés.
“The organisation is vastly different from the
domestic business it used to be, though some
of the challenges are familiar. The GFC and
more recently COVID have, in different ways,
taught the company a lot about itself and its
ability to adapt, pivot and take advantage of
the opportunities that emerge from economic
pressure,” says Khan. “Julio and I have a great
team of leaders working across the business
– people who make us and this company proud
every day. And we have some of the most
amazing, globally recognised power brands.
Combining these two factors sets us up to
unlock more growth opportunities as we lead
the business into the future.”
Read more about Arif Khan’s and Julio
Valdés’ ambitions for Restaurant Brands’
future on page 12
Leadership for
the times —
Fresh opportunities
and familiar challenges
Experienced international leadership team in good place for
post-COVID era says Restaurant Brands new Acting Group CEO.
THE ANNUAL REPORT
31 DECEMBER 2022
STORYPAG E
Leadership for the times1
Highlights2
Financial highlights2
The year at a glance4
Chairman & CEO's report6
Restaurant Brands’ leadership12
Q&A with Arif Khan & Julio Valdés12
Leading is in the Group’s DNA16
Sustainability report24
Caring about people & communities26
Environmental consciousness34
Leading in food quality40
Operations Report44
New Zealand44
Australia46
Hawaii48
California50
Restaurant Brands’ Board of Directors52
Consolidated income statement 54
Non-GAAP financial measures55
Financial statements56
Notes to financial statements64
Auditor's report93
Shareholder information99
Statutory information101
Statement of corporate governance104
Corporate directory112
Financial calendar112
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022HIGHLIGHTS
Financial highlightsKey pointsOur brands
Year in review
TOTAL SALES
A $170.8 million increase in total sales for the
year to $1,239.0 million, 16.0% up against the
previous year, with all four operating divisions
showing growth.
TOTAL EBITDA
1
Combined store EBITDA (pre-NZ IFRS 16) for
the period was $180.2 million, up 4.3% on the
previous year.
TOTAL STORES
Total store numbers increased by 17 to 376
including the acquisition of two KFC stores,
one in New Zealand and one in California.
All figures in $NZ millions unless stated
52 weeks
25 Feb 2019
44 weeks
31 Dec 2019
52 weeks
31 Dec 2020
52 weeks
31 Dec 2021
52 weeks
31 Dec 2022
FINANCIAL PERFORMANCE
Sales*
New Zealand 419.8 3 6 7. 5 410.4 461.1 529.2
Australia 191.5 169.1 214.9 244.1 283.4
Hawaii 1 8 2 .7 168.9 215.1 206.5 2 47. 5
California - - 51.9 156.5 17 9.0
Total sales 794.0 705.5 892.4 1,068.2 1,239.0
Concept EBITDA before G&A*
New Zealand 76.4 6 7. 9 76.3 83.3 89.5
Australia 29.1 25.2 28.6 31.6 31.2
Hawaii 2 3 .7 22.9 32.633.9 42.3
California - - 8.5 23.8 17. 1
Total EBITDA 129.2 116.0 146.017 2 .7180.2
Operating profit 56.2 64.4 74.8 102.1 8 6 .7
NPAT (reported) 3 5 .7 30.1 30.6 51.9 32.1
FINANCIAL POSITION/CASH FLOW
Share capital 154.6 154.6 154.6 154.6 154.6
To t a l e q u i t y 2 2 4 .7 208.0 229.8 2 8 9 .7 293.2
To t a l a s s e t s 460.3 879.9 1,180.2 1,329.8 1 , 417. 3
Operating cash flows 71.3 8 7. 6 111.2 126.4 121.6
SHARES
Shares on issue (year end)124,758,523124,758,523124,758,523124,758,523124,758,523
Number of shareholders (year end)7, 1 2 76,0265,4285,1805,225
Basic earnings per share
(full year reported)
28.8c24.1c24.6c41.6c25.8c
Ordinary dividend per share0c0c0c32.0c16.0c
OTHER
Number of stores (year end)
New Zealand142148137137143
Australia 6165707983
Hawaii8074727375
California--697075
Total stores283287348359376
Number of employees
New Zealand3,4843,7774,5823 ,74 84,041
Australia3,3603,8874,0554,5264 ,7 1 9
Hawaii2,0071,9352,0551 ,7 6 41,687
California--1,3811,4021,542
Total employees8,8519,59912,07311,44011,989
* Sales and concept EBITDA for each of the concepts may not aggregate to the total due to rounding.
Highlights
DIVIDENDS
Directors have declared a fully imputed final
dividend of 16.0 cents per ordinary share,
payable on 20 April to all shareholders on the
register on 6 April 2023.
NET PROFIT AFTER TAX
Reported net profit after tax of $32.1 million
for the year, which was down $19.8 million
on the last year, due to the ongoing adverse
impact of inflation and the FY21 results re-
cording forgiveness of the $11.4 million US
Government loan.
TOTAL EBITDA ($NZ M)
Feb
19
129.2
Dec
19
116.0
20
146.0
21
17 2 .7
22
180.2
TOTAL SALES ($NZ M)
Feb
19
794.0
Dec
19
705.5
20
892.4
21
1,068.2
22
1.239.0
Feb
19
460.3
Dec
19
879.9
20
1,180.2
21
1,329.8
22
1 , 417. 3
TOTAL ASSETS ($NZ M)
Feb
19
3 5 .7
Dec
19
30.1
20
30.6
21
51.9
22
32.1
NPAT (REPORTED) ($NZ M)
FRANCHISOR: CKE
RESTAURANTS INC.
FRANCHISOR:
YUM! BRANDS INC.
FRANCHISOR:
YUM! BRANDS INC.
FRANCHISOR:
YUM! BRANDS INC.
1
EBITDA is earnings before interest, tax, depreciation and amortisation. It is a non-GAAP financial measure and is not
prepared in accordance with NZ IFRS.
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022HIGHLIGHTS
Highlights
The year at a glance
GroupDivisions
YEAR ENDED
31 DECEMBER 2022
11,989 EMPLOYEES
488 STORES
376
112
OWNED
FRANCHISED
NEW ZEALAND
4,041
1
255
143
10961315
1124108
EMPLOYEES
STORES
OWNED
SUPPORT
OFFICE
SUPPLY CHAIN
Managed by
New Zealand logistics team
FRANCHISED
AUSTRALIA
1
83
7211
4 ,7 1 9
EMPLOYEES
STORES
ALL OWNED
SUPPORT
OFFICE
SUPPLY CHAIN
Managed by Yum!
10
CALIFORNIA
1
75
65
1,542
EMPLOYEES
STORES
ALL OWNED
SUPPORT
OFFICE
SUPPLY CHAIN
Managed by Yum!
HAWAII (INC. GUAM AND SAIPAN)
1
1
75
1,687
EMPLOYEES
STORES
ALL OWNED
SUPPORT
OFFICE
CALL
CENTRE
SUPPLY CHAIN
Managed by Yum!
36
Inc.
5 in Guam
1 in Saipan
39
Inc.
7 in Guam
5 7. 9
MILLION
HAPPY
CUSTOMERS
$1.2b
SALES
$ 3 2 .1m
N PAT
$180.2m
EBITDA
$1.4b
ASSETS
FINANCIAL RESULTS
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022CHAIRMAN AND CEO’S REPORT
Overview
After successfully riding out the COVID
challenges during the 2020 and 2021 years,
Restaurant Brands faced an even bigger
challenge in 2022, that of sudden significant
inflation pressures across all operating di-
visions. Food inflation has been particularly
high, being well above the overall consumer
price index (CPI) inflation rates in each of the
company’s markets. Price increases have
been taken to mitigate some of the impact of
rising costs where possible.
The result was once again adversely
affected by COVID, particularly in the first
quarter of the year with disruptions across
all the company’s operations primarily due to
staffing issues caused by isolation require-
ments. Staffing shortages continue to be a
challenge with high levels of vacancies across
all divisions.
In the FY21 year the company saw its
federal PPP loan in Hawaii forgiven, resulting
in an additional $11.4 million in income. This
was a one-off gain which, when normalised,
reduces the FY21 result to $40.5 million.
The resulting FY22 reported NPAT of
$32.1 million is down 38.2% or $19.8 million
on the prior year. Normalised for the gain on
the PPP loan forgiveness the result is down
$8.4 million or 20.7%.
Group operating results
Directors wish to report that during these
high inflationary times Restaurant Brands
has produced a reported net profit after tax
(NPAT) for the year ended 31 December 2022
(FY22) of $32.1 million.
Direct comparisons between the FY21
and FY22 years remain difficult as both years
have been affected by COVID. In addition
this year’s result has been severely impacted
by inflation whilst last year’s result included
the benefit of the $11.4 million US PPP loan
forgiveness.
Total brand sales for the Company were
$1,239.0 million, up $170.8 million on the pre-
vious year. This is due to the reduced sales
levels in 2021 arising from the extended lock
down in New Zealand (with an estimated
$26 million of lost sales) and the inclusion
of 17 new stores opened between December
2021 and December 2022. All four divisions
produced positive total sales growth over
the year. Same store sales were also positive
for all divisions except California which saw
reduced consumer spending in the face of
high inflation levels and the withdrawal of gov-
ernment stimulus payments to households.
Combined store EBITDA (pre-NZ IFRS
16 and Other Items) of $180.2 million was
up $7.5 million or +4.3% on the prior year.
Sales growth was assisted by a significant
turnaround in the New Zealand business
(with store closures significantly impacting
2021 performance) and a strong result in the
Hawaii division. EBITDA margins (as a % of
sales) reduced from 16.2% to 14.5% due to
continued cost pressures across all divisions.
Restaurant Brands’ store numbers at the
end of December 2022 totalled 376, compris-
ing 143 in New Zealand, 83 stores in Australia,
75 in Hawaii and 75 stores in California.
Guiding business success
through global challenges
$32.1 MILLION
NET PROFIT AFTER TAX
$NZm
Dec 2022Dec 2021Change ($)Change (%)
Total sales
1,239.01,068.2+17 0. 8+16.0
Net profit after tax
32.151.9-1 9.8-38.2
Total store numbers increased
by 17 to 376 including the
acquisition of two KFC stores,
one in New Zealand and one
in California.
Chairman and CEO’s report
Russel Creedy
Outgoing Group CEO
José Parés
Chairman
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022CHAIRMAN AND CEO’S REPORT
Chairman and CEO’s report
New Zealand operations
Total store sales in New Zealand were $529.2
million, up $68.1 million or +14.8% on the
December 2021 year. This was largely from
strong sales in the KFC brand, along with
growing store numbers in the KFC and Taco
Bell networks. The favourable prior year
comparison was also partly because the 2021
result was adversely affected by major COV-
ID-related store closures across the country
(including an extended lockdown in the major
Auckland region which resulted in lost sales
of approximately $26 million).
The New Zealand KFC and Pizza Hut busi-
nesses both delivered some of the strongest
sales in their respective brands’ histories.
With price increases and the continued intro-
duction of great new products including Hot
& Crispy Boneless Chicken (KFC) and Detroit
Pizza (Pizza Hut) weekly sales reached new
highs for both brands.
Carl’s Jr. continues to perform well with
sales up on last year, even with reduced
store numbers.
Although Taco Bell remains a small portion of
the New Zealand business, with three stores
opened during the year, overall sales more
than doubled during 2022. An e-commerce
website has been launched for Taco Bell
which allows customers to order online.
Store EBITDA for NZ operations was $89.5
million, up $6.2 million with some leverage
from the higher sales. This was despite the
underlying EBITDA as a percentage of sales
reducing to 16.9% from 18.1%. Inflation had a
substantial impact on margins with ingredient
and labour input costs rising significantly and
well above the level of CPI.
COVID isolation requirements for staff
and ongoing tightness in the New Zealand
labour market adversely impacted the result,
particularly in the first half of FY22. This con-
sequently restricted the ability to operate full
trading hours across all stores and channels.
However, the situation is slowly being reme-
died with some growth in staff numbers.
Whilst plant and equipment constraints
have slowed development, the NZ division
continued to build and develop new stores
with three KFC outlets opening at Whangarei
South, Richmond and Ruakura. The busi-
ness also acquired the KFC in the Auckland
Airport International Terminal. Three Taco
Bells were opened at Cuba Mall, Wellington,
Botany Downs, Auckland and
Christchurch Airport.
The Pizza Hut store network
has also continued to grow
with nine new independently
franchised stores opening over
the year. This brought the total
number of Pizza Hut stores to
114, of which 108 are operated by
independent franchisees under
a master franchise agreement
with Restaurant Brands.
31 December
2022
31 December
2021
Change ($)Change (%)
Store sales ($NZm)
529.2461.1+68.1+14. 8
EBITDA ($NZm)
89.583.3+6.2+7. 4
EBITDA as a % of sales
16.918.1
Store numbers
143137
31 December
2022
31 December
2021
Change ($)Change (%)
Store sales ($USm)
156.4146.3+10.1+6.9
EBITDA ($USm)
26.824.4+2.4+9.8
EBITDA as a % of sales
17. 116.4
Store numbers
7573
31 December
2022
31 December
2021
Change ($)Change (%)
Store sales ($USm)
113.2110.3+2.9+2.6
EBITDA ($USm)
10.916.8-5.9-35.1
EBITDA as a % of sales
9.615.2
Store numbers
7570
Hawaiian operations
In $NZ terms, Hawaiian operations contrib-
uted $NZ247.5 million in sales and $NZ42.3
million in store EBITDA for the year. This was
significantly higher than FY21 with sales up
$NZ41.0 million and EBITDA up $NZ8.4 mil-
lion, partly helped by a favourable NZD/USD
exchange rate.
Total sales in Hawaii in USD
terms for the period were $US156.4
million, up 5.4%. Store level EBIT-
DA was $US26.8 million (17.1% as
a percentage of sales vs 16.4% in
the prior period). Taco Bell sales
topped $US100 million for the first
time in the division’s history.
The strong sales growth (up
$US10.1 million) was primarily
due to the continued outstanding
recovery by Taco Bell after it was severely
affected by COVID. Same store sales growth
for Hawaii was 2.9% for the year, following on
from an increase of 9.1% in same store sales
growth in FY21.
Taco Bell’s strong performance was un-
derpinned by strong promotional activities
and product innovation. Sales for the Mexican
Pizza were particularly strong, with the initial
promotion selling out of product in less than
a week. A relaunch later in the year proved
equally successful. Delivery aggregators also
continue to grow in volume.
Taco Bell also opened two new restau-
rants at Kilauea (on the island of Hawaii) and
Ho’okele (on Maui).
Although Pizza Hut achieved more mod-
erate growth, innovative product offers such
as Pizza Melts, which targeted lunchtime
diners were very successful. During the year
Californian operations
In $NZ terms California operations contrib-
uted $NZ179.0 million (up $22.5 million) in
revenue. However, store EBITDA was down
$6.7 million to $NZ17.1 million. The reported
revenue increase in $NZ terms is largely due
to a strong $US exchange rate.
Total sales were up $2.9 million to $113.2
million primarily due to store growth from
four new KFC stores opened during the year
and the acquisition of an existing KFC store
in the Palm Valley area. Same store sales
were down 2.9% for the year due to reduced
California consumer spending in the face of
high inflation levels and the withdrawal of
government stimulus payments that were
made to households in 2020 and 2021.
Store EBITDA was $US10.9 million (9.6%
as a percentage of sales). The reduction in %
EBITDA margin was the result of significant
cost pressures which continue to impact the
business into 2023.
There were four new KFC store openings
during the FY22 year with the first three new
stores since acquisition of the California
business in September 2020 opening over
an intensive period of six weeks. KFC San
Bernardino opened in February 2022. KFC
Perris (opened March 2022) and KFC Bar-
stow (opened April 2022) were both new
format ‘American Showman Next Generation’
store formats.
The sales from these stores continue
to track above expectations. A fourth new
store at Ridgecrest opened in August 2022.
Opening day trading in both the Ridgecrest
and Barstow stores were in the top 10 opening
days ever for any US KFC outlet.
Overall, store numbers grew by five with
the four new store openings, and one ac-
quired store. The store, acquired in January
2022, has tracked to expectation and is being
remodelled in early 2023 to improve back of
house operations and present a more con-
temporary customer offering consistent with
our existing stores.
$529.2 MILLION
NEW ZEALAND TOTAL STORE SALES ($NZm)
$156.4 MILLION
HAWAII TOTAL STORE
SALES ($USm)
$113.2 MILLION
CALIFORNIA TOTAL
STORE SALES ($USm)
31 December
2022
31 December
2021
Change ($)Change (%)
Store sales ($Am)
259.0230+29.0+1 2 .6
EBITDA ($Am)
28.629.8-1. 2-4.0
EBITDA as a % of sales
11.013.0
Store numbers
8379
Australian operations
In $NZ terms the Australian business con-
tributed total sales of $NZ283.4 million (up
16.1%) and a store EBITDA of $NZ31.2 million
(down 1.3%).
Total sales in Australia were $A259.0
million, up $A29.0 million (or +12.6%) on last
year, due to same store sales growth of +7.4%
along with additional store openings and
the full annualised effect of stores opened
throughout FY21.
Store EBITDA of $A28.6 million (11.0% of
sales) was down $A1.2 million or -4.0% on
last year. This was because of a number of
challenges during the year, including further
COVID outbreaks, extreme weather events,
major supply chain disruptions, and signif-
icant inflationary pressures. With the lower
EBITDA, the % margin dropped from 13.0%
to 11.0%.
Despite these challenges the business
has continued to grow with four new Taco Bell
stores and one new KFC store opening during
the year and ongoing upgrades to existing fa-
cilities including further investment in digital
technology (kiosks & digital drive thru menu
boards) improving customer experience.
There has also been further expansion of the
delivery channels with the launch of Uber Eats
as a delivery partner.
$259 MILLION
AUSTRALIAN TOTAL
STORE SALES ($Am)
DoorDash also rolled out a delivery service
in the State. This allowed Pizza Hut to still
deliver orders generated from the Pizza Hut
proprietary systems despite facing delivery
driver staffing shortages.
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022CHAIRMAN AND CEO’S REPORT
Chairman and CEO’s report
Corporate & other
General and administration (G&A) costs were
$61.4 million, up $11.4 million from last year
reflecting the effect of inflation on salary
costs as well as the continued expansion of
the business, particularly the growth of Taco
Bell in New Zealand and Australia. G&A as a
% of total revenue was 4.7% which is up from
4.5% for FY21.
Depreciation charges of $85.2 million for
the year ended 31 December 2022 were $10.1
million higher than the prior year primarily
due to the impact of continued high capital
expenditure on new stores and refurbish-
ments of existing stores. Of the $85.2 million,
$41.3 million related to right of use asset
depreciation incurred under NZ IFRS 16.
Financing costs of $44.5 million were
up $8.2 million on prior year, reflecting the
impact of both increased debt levels and
higher interest rates. Interest on bank debt
for the period ended 31 December 2022 was
$11.1 million, up $4.3 million on last year. The
additional debt arose from continued heavy
reinvestment in property, plant and equip-
ment and the payment of the first dividend
since 2018.
Tax expense was $10.1 million, $3.8 million
lower than the prior year reflecting the lower
level of profitability for the year. The effective
tax rate was 23.9% (21.1% for FY21) due to the
higher level of non-assessable income in
FY21 which included the forgiveness of the
US PPP Loan.
Other items
Other net expenses of $2.9 million are down
from a net income of $7.2 million for the prior
year. The prior year positive income arose
primarily due to the forgiveness of the US PPP
loan of $11.4 million. This year’s expenditure
primarily was a further $4.0 million in systems
development costs (FY21 $4.2 million) which
were incurred as part of a major overhaul
of the company’s financial systems. Other
items in other income and expenses in FY22
were $1.2 million in store closure and asset
impairment costs, insurance recovery on a
flood damaged store under a full replacement
insurance policy and a gain on acquisition
relating to a store in California acquired for a
value lower than its net assets.
Cash flow &
balance sheet
Total assets were $1,417.3 million, up $87.4
million on FY21 primarily because of new
store acquisitions and store builds which in-
creased the value of both property, plant and
equipment as well as lease assets. Equally,
there has been an increase of $84.0 million
in liabilities, primarily reflecting the future
discounted lease liability on leases acquired
and an increase in debt.
Operating cash flows (adjusted by $27.0
million for NZ IFRS 16) were down $7.3 million
to $94.6 million, reflecting the lower margins
from the effects of inflation.
Net investing cash outflows were $91.6
million (vs $109.6 million in FY21). FY21 was
higher than the current year because of the
acquisition of seven stores (for a total of
$28.0 million). Payments for property, plant
and equipment were $90.5 million, compared
with $82.6 million in the prior year. Much of
the expenditure was on new stores with four
new KFC and seven new Taco Bell stores in
New Zealand and Australia (together with
significant KFC refurbishment expenditure
in both those markets). There were also four
new KFC stores opened in California and two
Taco Bell stores opened in Hawaii.
Debt refinancing
Over the year the company renewed its bank
lending facilities with Westpac, JPMorgan,
Rabobank and Bank of China – the majority
of which were due to expire in April 2023.
The refinancing was with bi-lateral com-
mitted bank debt facilities under the existing
global negative pledge arrangement, totalling
approximately $370 million (NZD equivalent).
The facilities are split between NZD, USD and
AUD tranches with a mix of four and five-
year tenors.
The lending facilities are on similar terms
to RBD’s previous banking arrangements and
were activated in December 2022.
Dividend
Directors have assessed at balance date
the current and projected financial position
of the company and in particular its cash
flows, capital expenditure demands and debt
levels. A final dividend has been declared for
16.0 cents per ordinary share, payable on 20
April 2023 to all shareholders on the register
on 6 April 2023. The dividend will be paid
as fully imputed to all New Zealand resident
shareholders. In addition, a supplementary
dividend of 2.8235 cents per share will be
paid to all overseas shareholders at the same
time. There is no dividend reinvestment plan
in place for this dividend.
Sustainability reporting
Restaurant Brands is continuing its journey
into taking more accountability for its envi
-
ronmental, social and governance outcomes.
With the appointment of dedicated ESG
resource at a senior level and a wider accept-
ance of these non-financial performance
measures and associated activities at all
levels in the organisation, we are confident in
institutionalising sustainable outcomes in all
our activities.
Further details on progress in our sustain-
ability journey are elsewhere in this report.
Future strategies
Despite the short-term headwinds faced by
the business over the past twelve months, we
remain focussed on the longer-term growth
strategies that will deliver enhanced share-
holder value.
Much of this growth is built around new
store builds and major refurbishments. All
four markets will see some increase in new
store numbers, but California is seen as our
greatest network growth opportunity with
both new store builds and targeted acquisi
-
tions driving expansion over the coming years.
We also remain focussed on building a
profitable Taco Bell business in Australia and
New Zealand. To that end we are slowing the
pace of our new Taco Bell store builds while
we review menus, cost structures and mar-
ket opportunities to establish a firm base for
future expansion.
We continue to be open to acquiring new
brands, but as already seen with Taco Bell,
this is a long and carefully managed process
and will always take time and patience.
With proven returns from existing brands
in existing markets we will continue to
re-invest in store refurbishments and infill
opportunities to ensure continued same store
sales growth.
Staff appreciation
The past twelve months have provided little
relief to our 11,989 people in terms of con-
tinued COVID-related pressures. Further
periodic COVID outbreaks, together with
continued in-store vacancies has meant often
long working hours for our dedicated staff.
We acknowledge the considerable pres-
sures on them and their families and remain
Russel Creedy
Outgoing Group CEO
Grant Ellis
Outgoing Group CFO
Julio Valdés
Incoming Group CFO
Arif Khan
Acting Group CEO
Despite the short-term headwinds
faced by the business over the
past twelve months, we remain
focussed on the longer-term
growth strategies that will deliver
enhanced shareholder value.
16
CENTS
FINAL
DIVIDEND
DECLARED
Directors & shareholders
We would like to thank our board for their
constant support and involvement over
this past year. Their guidance has been
sincerely appreciated.
And finally we thank our shareholders
for their trust in us as we continue to steer
the company through what have been
trying times.
Annual Shareholders’
Meeting
The Annual Shareholders’ Meeting of the
company will be held in Auckland on Thursday
18 May 2023.
Authorised by:
José Parés
Chairman of the Board
Russel Creedy
Group CEO
grateful for their dedication and “can-do”
approach to keeping the business going and
our stores open over these difficult times.
Change of management
The board acknowledges the retirement
of Russel Creedy as Group CEO and Grant
Ellis as Group CFO in March and May of this
year respectively. Russel (with 22 years of
service) and Grant (with 26 years) have been
instrumental in growing Restaurant Brands to
a billion-dollar company, operating in a truly
international environment.
Arif Khan has been appointed Acting
Group CEO and Julio Valdés will be taking over
as Group CFO. Both are well experienced in
their particular fields. Further details about
the new senior management team are else
-
where in this annual report.
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022RESTAURANT BRANDS’ LEADERSHIP
Restaurant Brands’ leadership
Leadership on knowledge,
experience & the future
Arif, you joined RBD in 2018 as
CEO for New Zealand, but this
wasn’t your first time joining the
company was it?
Arif: Absolutely not. I first joined the company
back in the Nineties while studying. I was a
restaurant team member working in KFC and
also spent time delivering pizzas for Pizza Hut.
I have been working with these brands based
in the Middle East – working with Yum! – and
Asia including a coffee chain (in Australia),
and latterly in SE Asia I was with Jardines
Group before returning to New Zealand as
CEO of RBD New Zealand.
Did you find a very different
company compared to the
one you left?
Arif: Hugely. Everything was done on paper
back then; there was no internet, so orders
were taken on paper pads. Pizza Hut was
served all you can eat pizzas and pastas and
desserts at $9.90 and KFC had a simple menu
with single lane small Drive-thru format stores.
Whereas now the pace of change is very
rapid with a big focus on digital technologies
so customers can engage with our brands
and enter our brands via multiple channels,
making it easy and convenient to consumers!
And there’s also been significant international
growth, with acquisitions in Australia, Hawaii,
and more recently California making us one of
Yum!’s larger franchises.
Julio: Well I wouldn’t exactly say I have a fa-
vourite as I love all of them. But yeah, there’s
a new Mexican in town and he’s definitely a
supporter of Taco Bell.
You both have broad experience
of international markets which
is a clearly an advantage for
RBD going forward. What are
some of the key differences and
implications between one QSR
market and another?
Arif: I’ve worked in mostly emerging markets
where our consumers were much younger,
living in multi-generational families than in
mature markets like here and Australia. Take
Vietnam, where they’re a lot younger gener-
ally, extremely enthusiastic for our food yet
with less in their pocket to spend. Developing
brand love and repeat purchase with distinc-
tive value offers was a very different challenge
in those economies – keeping the brand
younger and more everyday so to speak!
Though having said that, there are paral-
lels right now, specifically in this post-COVID
inflationary environment with the pressure on
restricted consumer spending. We’ll be look-
ing more towards lower capital expenditure
models for our store builds across the year in
future. This means we’ll be effectively value
engineering the success of each store from
the start. It makes a big difference if we are to
build 10-20 stores going forwards.
Julio, the experience you bring
is not purely from QSR. You
spent the best part of 30 years
with PwC with responsibliity for
multinational/multi-geography
companies like RBD. How is your
broader industry experience
going to be an advantage in this
QSR leadership role?
Julio: Throughout my career I’ve learned that
the core of all businesses across different
cultures from professional services, to man
-
ufacturing, to retail, consumer and QSR are
not that different. They all focus on offering
value to customers requiring an in-depth
understanding of their different needs and
expectations, on attracting, retaining and de-
veloping talent, as well as responding to their
key communities like investors, for example.
It adds up to a breadth and depth of insight
and experience that I’m confident will bring a
lot to the company.
Arif: We’ll definitely get you into the stores for
some experience of washing up and making
some tacos and pizzas!
Julio: Yes, I’m looking forward to it! I actually
already have a training schedule mapped out
for me that involves a bit of that. Can’t promise
I’ll naturally be a good cook, but I’ll do my best
for sure.
The Annual Report team caught up with the company’s new
leadership, Arif Khan and Julio Valdés, Acting Group CEO
and incoming Group CFO respectively, to get to know them
a little better and to learn more about how they see the
Group growing in the future.
Presumably, Julio, being a
numbers man, it’s the kind of
growth trajectory that attracted
Grupo Finaccess to acquiring a
majority stake in 2019. What was
your involvement in that?
Julio: Yes I am into the numbers, thanks for the
compliment. I was part of the Finaccess ac-
quisition team that first visited New Zealand
to get to grips with all of the fun reporting
stuff – like the infamous IFRS 16 accounting
protocols. But as enthusiastic as we were
about the history of growth and solid fi
-
nancial performance, we were very excited
about the culture of the place and the work
ethic. Getting out to visit the stores here, in
Hawaii and California was a real highlight for
me personally – seeing the operation and
enthusiasm behind every piece of chicken,
pizza, taco and burger made me fall in love
with this organisation and its brands.
Arif: I hear you fell in love with one of our tacos,
and it’s now your favourite daily staple, is that
right, Julio?
Q&A
With Arif Khan
and Julio Valdés
Julio Valdés
– Incoming Group CFO
Julio Valdés, who has more than 30 years’ experience in accounting, auditing, mergers,
divestitures, and taxes, has provided a diversity of services primarily to companies in the
consumer products, power & utilities, and manufacturing sectors advising both Mexican
and international companies and supporting their comprehensive development. He has
also participated in projects for multinational public companies with diverse statutory
reporting requirements.
Julio Valdés currently serves as CFO for Grupo Finaccess, a post to which he was
appointed in September 2020. Previously, he served as Director of New Business Inte-
gration. Julio also participated in the process through which Grupo Finaccess acquired
a majority stake in RBD.
Prior to joining Grupo Finaccess, Julio worked for more than 29 years at PwC, where
he held several positions including Market Team Leader for the largest audit team in
Mexico, overseeing 18 Audit Partners and a staff of over 300 people. He also served as
either Leading Partner or Manager advising several of the most relevant companies in
Mexico and participated in PwC’s Global Leadership Programs.
Arif Khan – Acting Group CEO
Arif Khan’s extensive career spans more than 25 years in the hospitality and Quick
Service Restaurant (QSR) sectors across both Franchisor and Master Franchisee net-
works. His global experience covers New Zealand, Australia, the Middle East, Southeast
Asia, Pakistan, Turkey, and North Africa. He has a proven track record leading growth
and innovation in large businesses.
Having spent several years at RBD earlier in his career, Arif returned to the company
in 2018 as CEO to lead the New Zealand operations. Under his leadership the New
Zealand operations have continued to grow rapidly, including the launch of Taco Bell
into New Zealand in 2019 and the turnaround of Pizza Hut and Carl’s Jr. brands in New
Zealand. RBD currently has over 250 locations across New Zealand and employs over
4,000 people in that market.
Arif is a strategic and commercially-focused people leader. He has a long history
in both high level national and international managerial positions. He has a strong
business acumen and successfully steered the New Zealand business through the
COVID pandemic.
“Seeing the operation and
enthusiasm behind every piece
of chicken, pizza, taco and burger
made me fall in love with this
organisation and its brands.”
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022RESTAURANT BRANDS’ LEADERSHIP
Restaurant Brands’ leadership
Where do you see the
future growth opportunities
coming from?
Arif: Across the regions throughout our
business we have the most amazing, globally
recognised powerhouse brands and I really
believe there’s a lot more we could do with
them. There’s a lot of opportunity in California
– it’s a white space for us.
We have a great KFC brand in Australia
and it’s encouraging to see that our business
in Australia is starting to bounce back this
year post-COVID. Taco Bell. That’s our new
brand which we started in 2019 just before
the pandemic negatively impacted growth
ambitions. But in both Australia and New
Zealand, we’re very confident about it and
we’re restarting Taco Bell as a growth engine
with a cohesive reset and structure so we can
live and breathe the brand with the right team
and leadership.
Technology is also a means to unlock new
growth within each of our brands in their ge-
ographies. like online ordering and enhanced
e-commerce platforms for all our brands,
which are also supported by RBD NZ’s owned
last mile delivery systems.
Julio: Just as Arif said, there’s a lot more we
can be doing with our existing brands and
technology will play a big part. And we are
closely looking at the opportunities ranging
from new store openings and acquisitions.
But all future growth is a due diligence pro-
cess, and we’re always aiming to make our
investments when we believe we are going to
get them right – at the right time and at the
right location!
What do you consider the
biggest challenges facing
the company in this post-
COVID world?
Arif: Well COVID brought unprecedented
challenges as well as opportunities in how
our teams pivoted and embedded digital
eco-systems to reopen the business and de-
liver our delicious products to our customers.
But going forward post-COVID the challenges
stem from inflation and staff shortages. Sup-
ply chain issues are beginning to stabilise,
however the inflationary pressures remain
around certain input and labour costs, costs
of construction, and also challenges around
site availability and having the staff to fully
operate new units.
Julio: The challenges are plenty right now, but
I am confident this business can deal to them
well. The foundations are solid and have proven
themselves to be resilient through the pan-
demic, as long as we stay focused, diligent and
execute as planned and adapt when we have to.
Arif: Yes adapting, especially to shifts in
consumer behaviour in how they purchase
and engage with our brands. There is a shift
in channel mix as we are starting to see
customers coming back into restaurants,
dining in and picking up orders. The delivery
channels are smoothing out but we need to
Russel and Grant had a
management approach and
style of their own – are you going
to be different?
Arif: Russel and Grant have done an awesome
job in this organisation for more than 20 years.
And I believe the longest serving CEO and
CFO combo in a New Zealand public company.
Both great leaders – commercially-minded
and never miss a beat in how they’ve grown
the business and its people.
I believe great leaders leave a great legacy.
I’ve learned much from Russel over the years
and that will count for a lot in how Julio and
I take the business forward into the future.
But be sure my style will be very different
from Russel’s. I’m just as committed to great
ideas, our growth strategies and growing all
our brands across all the geographies we
operate in. But I am also going to be very
close to the field, being visible and available
on the front line, understanding challenges
and ensuring we deliver to our people and
customer promises!
Julio: I’m liking your style, Arif. For my part I
can say that I’ve been working very closely
with Grant learning a lot from his experience
so am confident of a smooth transition. Yes
I guess I will be different, of course. Up front
I can tell you I am very people and results
oriented driven by the importance of being
prepared, understanding our people, our
customers and our business. Overall I con
-
sider myself an easy person to work with.
Grant has set the bar very high and in that
respect we’re similar. Delivering to the high
expectations of our different audiences – our
shareholders, our customers, our communi-
ties and above all our people – will always be
fundamentally important to me just as it has
always been to Grant.
remain tuned to the inflationary pressures
facing our customers. These brands are built
on having great food, convenient and acces-
sible locations, and everyday great value. We
must remain focussed on this, and be more
adaptive and agile as we grow these brands.
So what’s going to be key in
meeting these challenges?
Arif: Motivated and engaged teams! Our
RGMs (Restaurant General Managers) are
pivotal to our success and so there’s plenty
to do right now around our people strategies
and leadership initiatives. Specifically, having
RGM’s who are highly visible, motivated and
engaged in their businesses. It’s critical they
get the right support from the Customer Ser-
vice Centre here, from the leadership team,
and we equip them with what they need. Get
that right and we see the translation into sales
and profitability from those stores.
Where will you be based for this
role; where is home going to be?
Julio: I start on 1st June and I will be living in
New Zealand. Looking forward to being a
Kiwi! But not only a Kiwi, also an Australian,
Hawaiian and if possible a surfer in California!
We want to be close to our regions and bring
them closer than ever so we achieve not just
regional success, but Group success.
Arif: Well New Zealand is home for us. We’ve
lived in different parts of the country and in-
deed in different countries over the past 20
years. So yeah very much based here.
There’ll be a fair amount of travel
involved. How do you and your
families feel about that?
Julio: Family is always a major consideration
in our organisation with any decision that
might impact them and I am happy to say
that I totally and absolutely appreciate their
support for this opportunity. In fact they’re
really excited and looking forward to moving
to New Zealand for what is going to be an
amazing experience.
Arif: We’ve moved around a fair bit during my
career – Australia, Middle East, Asia – and
there was a lot of travel involved too so in a
way we’re all used to it. We understand the
nature of the job and what comes with it.
Besides I expect just quietly that they’ll quite
like me out of the home for a few days every
now and then.
Julio: Yeah, probably the same for me too.
Just wrapping up, what are you
both looking forward to the most
in your new roles?
Julio: As I said the bar is set high, but I’m look-
ing forward to working with you, Arif, to take
the company on to the next level. Our success
will be driven by making the organisation
a great place to work, a great place for our
customers and a great place for our investors.
Arif: And I am especially looking forward to
working with you too, Julio, my new partner.
It will be great to work with Finaccess and
to align our growth strategies. But I’m also
looking forward to growing our brands and
working with the special people in this organ-
isation who have delivered some awesome
results and done awesome things for us. I’m
looking forward to to helping them to grow as
well as the business.
“These brands
are built on
having great
food, convenient
and accessible
locations, and
everyday great
value. We
must remain
focussed on this,
and be more
adaptive and
agile as we grow
these brands.”
“I’ve been working very closely
with Grant learning a lot from his
experience so am confident of a
smooth transition.”
WAT C H T H E
INTERVIEW
Scan the QR code or visit
restaurantbrands.co.nz/about-us/
future-at-restaurant-brands/
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022RESTAURANT BRANDS’ LEADERSHIP
Leading is in the
Group’s DNA
The Annual Report team spoke with a range of
people from across the business represent-
ing the leadership and middle management
of different functions and geographies.
It is clear from speaking with everybody
that leadership in the company is not an
embodiment of one or two people, but rather
a very healthy and robust state of mind, an
attitude, that runs freely throughout the
organisation. Leadership is at the core of
Restaurant Brands’ DNA.
Here we examine some of those functions
and get to meet the people who drive and lead
them every day.
Property –
Experience by design
Gino Gigliotti (Australia) and Andrew
Buckthought (New Zealand) share similar
pressures when it comes to finding and de
-
veloping sites for new stores.
“Land prices are climbing and competition
is intensifying in highly populated areas like
Sydney,” says Gino. “It’s difficult to get good
sites. Add to that the shifts in considerations
we need to design into our stores these days
and things are not as straightforward as
they once were. COVID accelerated home
delivery and “Click & Collect”, so along with
additional drive-through lanes we’ve flexed
to accommodate more options with our new
builds and refurbs. Parking for scooters and
delivery vehicles for example, designated
areas for helmeted pick up riders, kiosks for
our 20-35 year old digitally savvy consumers.
Ultimately we’re designing for the very best
customer experience.”
Keeping one step ahead to ensure cus-
tomers can happily access their favourite
food via any channel they prefer puts big
pressure on the planning.
Andrew Buckthought sums it up. “We’re
effectively doing more with our stores these
days but with less time and funds to do it,” he
says. “Take our refurbs; when you think we
might be upgrading 30 odd stores a year and
each store has to close then we really need
to minimise that downtime. 30 stores each
closed perhaps for a day and we lose 30 days
trading. Having said that store upgrades are
proving to deliver significant uplift in EDITDA.”
“Our ESG commitments give us the op-
portunity to explore a number of initiatives,
like retrofitting solar panels. Pre-fabrication
is also an option we’re looking at but the
overriding challenge is creating store assets
With two of the industry’s well-known campaigners moving on and
fresh blood coming in to take their place, a question might be asked
about the role of leadership at Restaurant Brands, and especially
how Russel and Grant’s legacy will continue.
IT –
A foundational
game-changer
Thuy Le-Kim provided the steady hand of
leadership to the project team charged with
implementing its new Group-wide ERP sys-
tem. It is probably the largest foundational
project ever undertaken by the company to
bring together all geographies and brands on
to a single platform.
the impacts of necessary upgrade and
maintenance work on customer experience
and store trading. Stores have to be kept safe,
healthy and modern – it’s hospitality after
all and well-designed stores help to grow
the business.
“The company leadership gave me full empow-
erment to drive this project. We had the right
mix of people from across the Group collabo-
rating remotely – we were in lockdown – and
across the different time zones,” says Thuy.
“The success of ‘Project Camino’ – meaning
journey – relied on transparency, agility, prag-
matism, and frank and honest exchanges to
ensure the right issues were addressed and
the right decisions were made at the right
time. We were outcome-focused with no
room given to sweating the small stuff.”
“I’m truly proud of everyone’s
efforts and input into what will
now provide the business with a
tremendous foundation to grow.
We’ve replaced three different
financial systems – all more
than 20 years old – with a cloud-
based, responsive product that
allows us to move faster, share
information, and work better
together as one Group.”
Kenny Thein was a key New Zealand-based
member of the Senior Leadership Team with a
particular focus on evolving technologies and
cyber security while ensuring the business
maintains the best in class approaches to
system implementation.
Says Kenny, “There are many more mov-
ing parts in our business compared with, say,
10 years ago. And fragmented too, with the
uptake of BYOD and laptops. An integral part
of our security posture new system is mov-
ing towards a zero-trust approach to help
manage this. With our multi-faceted cyber
security approach, working 24/7 to analyse,
identify and isolate any threats, we are now
more secure than ever, while being able to
move faster, easier and safer.”
that have long term viability, where we can
optimise savings in the cost of the build.
Tough to do when supply chains are squeezed
and costs of materials are increasing.”
It’s a constant balancing act for the
property teams. Leadership demands close
collaboration with operations to minimise
“We’re effectively
doing more with
our stores these
days but with
less time and
funds to do it...”
Restaurant Brands’ leadership
Andrew Buckthought
Gino Gigliotti
Thuy Le-Kim
Kenny Thein
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022RESTAURANT BRANDS’ LEADERSHIP
Supply Chain –
Plan B, C, D, E...
Pivoting on a dime! That’s how Leonie
Reyneke, New Zealand’s Supply Chain GM,
describes the last two years keeping the
supply of goods flowing to the restaurants.
“No two days are the same these days,” she
says. “What was a complex but nonetheless
well-oiled machine several years ago, has
been confronted by headwinds on all fronts;
COVID, geo-political tensions, commodity
price inflation, labour shortages, transport
disruptions and more recently, floods!”
Contingency planning has been a daily ac-
tivity for the past few years requiring Leonie’s
team to remain agile and adaptable at every
turn. ‘Just in time’ planning has given way to
‘just in case’ contingency strategies.
“It’s made a huge difference to know you
have the trust of the company leadership and
room to act, to make the calls and be account-
able to the business,” says Leonie. “Take the
HR –
Finders keepers
Businesses the world over are struggling to
find good talent and Restaurant Brands is
no exception. While COVID brought a range
of people issues, the post-COVID era is pre
-
senting a new set of challenges requiring the
company’s HR function to shift and adapt, yet
again. Elizabeth (Beth) Fink (California) and
Emma Jones (Australia) are at the forefront.
“COVID was all about the physical and
emotional strain on people and families so
we had to frame our culture around empathy.
That’s still there of course but now the focus
is on building a culture of training, personal
growth and development,” explains Beth,
“Retention is the name of the game, with com-
petency training, upskilling, and leadership
initiatives like our HeartStyles soft skills pro-
gramme is fulfilling the ambitions of a younger
generation.”
Emma points out, meanwhile, that Aus-
tralia’s unemployment rates are at an all time
low. “There are many more opportunities for
employment around the world without ever
having to leave home. Borders have reopened
allowing young people to head off on their OE.
And big brands have entered the Australian
market adding to the competition for talent,”
she says.
“My team
deals with
it effectively
through agility,
perseverance,
passion for the
business, and a
sprinkle of grit.”
“One thing’s for sure these days, if
you cultivate a great happy culture
then this new generation will stay
with you. And a happy crew lifts
the customer experience, which
elevates their brand experience
versus our competitors’, which in
turn builds the business.”
Recruitment difficulties maybe starting to
ease now so energies can get behind identi-
fying and nurturing talent, building leadership
capability and a Group-wide community
and culture.
“Priorities can differ by generation – our
staff are aged anywhere between 15 and 50+.
So while younger team members are hungry
for life’s experiences, older workers value sta-
bility and guaranteed work. It’s about match-
ing their priorities to the right opportunities.
And now with our new HR systems giving us
oversight of all our people we can identify
nurture the gold a lot quicker,” explains Emma.
“One thing’s for sure these days,” Beth
summarises, “If you cultivate a great happy
culture then this new generation will stay
with you. And a happy crew lifts the customer
experience, which elevates their brand expe-
rience versus our competitors’, which in turn
builds the business.”
chillies that go into the Zinger marinade for
example; when our usual source of supply
choked off due to shipping problems, we
had to find an alternative – not just with the
same properties but also one that passes all
of the regulations. Sunflower oil too; prices
have sky-rocketed due to the situation in the
Ukraine, so we had to find another source that
has the same high oleic content. We’re talking
to our suppliers on a daily basis to keep one
step ahead.”
Leonie maintains the confidence and
calm of a leader who’s got things under con-
trol. Commodity prices will eventually settle
back and she is already beginning to see a
softening in the market.
“Managing risk is what we’ve been trained
for – and we’ve been trained well,” she says.
“My team deals with it effectively through agil-
ity, perseverance, passion for the business,
and a sprinkle of grit.”
Restaurant Brands’ leadership
Elizabeth Fink
Emma Jones
Leonie Reyneke
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022RESTAURANT BRANDS’ LEADERSHIP
Restaurant Brands’ leadership
Cynthia Julian
Nancy Franco
Finance –
Fast, detailed
and accurate
The benefits of the new Group ERP system
(‘Project Camino’) have been well-received
across the Group’s geographies.
Elyse Hooper (New Zealand) and Alice Liu
(California), who look after the purse strings
in their respective countries, both had signif-
icant input into the system from a financial
perspective. And, understandably, they are
both full of praise for the new efficiencies.
“Constant change has become the new
normal for us, so automating a lot of what
used to be manual processes, has been a
welcome breath of fresh air,” says Alice. “All
four regions are now aligned working with
the same data on a bigger platform so we can
learn best practice from each other and agree
our decisions as a group.”
Elyse elaborates. “As our needs keep
changing we have to be more agile than ever.
Freeing up manpower, allowing people to
learn new skills and redeploying skills across
different parts of the business is making a
huge difference now – which a lot of the time
helps us to be more productive and ultimately
save money.”
Through these inflationary times the sys-
tem is flexing very efficiently allowing for fast-
er scrutiny of costs and timely, better decision
making right down to individual store level.
“Increases in interest rates means our re-
sults have to be out as fast as possible,” says
Elyse. “The analysis needs to be fast and ac-
curate across all areas of our business – even
including things like couriers and shipping
costs. By noticing shifts in certain cost trends
we can be one step ahead meaning we can
discuss opportunities for savings with man-
agers. It makes us smarter with our resources
while maintaining optimum product quality
and customer experience.”
The new financial agility bodes well for
the business as it navigates the current tur-
bulence. Higher than expected cost increases
for food have hit hospitality and manufactur-
ing hard and, while increases appear to be
easing, the new system is helping to identify
and implement the consumer pricing sweet
spot in double quick time.
“Inflation appears to be easing out of its
climb which is good,” says Alice, “so hopefully
the pattern of constant change might settle.
Oh, but looking out my window, I see we’ve
got snow in LA!”
Alice Liu
Elyse Hooper
Operations –
Providing certainty
Leading the frontline teams through COVID
and now post-COVID has provided huge
learnings, calling on the business to pivot
and shift through the uncertainties. But one
thing’s crystal clear now, putting your people
first and providing them with as much certain-
ty about their future as you can is working well.
Nancy Franco (California), Shahida Khan
(New Zealand) – both with many years
experience working with our brands – and
Cynthia (Cindy) Julian, a QSR veteran in her
own right in Hawaii, all have thing or two to
share about how the dialled up people focus
is delivering results.
“Restaurant Brands has been a phenomenal
partner and owner,” says Nancy, “They care
so much about their employees. The sales
and profits have grown as a consequence.
HR has helped us to develop our restaurant
managers to lead with their heart and connect
with their teams.”
The HeartStyles programme, on-hand
training, weekly face-to-face development
classes and benchmark certification is help-
Both Cindy and Shahida confirm that the la-
bour shortages are leading some restaurants
to engage older workers as long as they fit
with our values and are right for the type of
store and customer community.
Cindy shares her wisdom around the need
for compassion at every step and for every
age group of employee. “The young want
to be heard while the older workers want to
be seen.”
“There’s no doubt,” concludes Shahida,
“that putting our next generation leaders at
the centre of our operations, providing them
with clear development pathways and sup-
porting them in a variety of ways is providing
the future certainty they need. The known will
always pull you through the unknown.”
ing restaurant leaders to be the best they can.
It’s an investment in leadership that identifies
and retains potential as well as showing
other team members by example that there
is a genuine path for career and personal
development.
“The company trusts us to get
on with it which we do and that’s
why it works,” says Nancy.
Shahida concurs. “There’s much more self
awareness these days after COVID. We’ve
grounded our values – like family – and work
together across the business a lot more with
shared purpose.”
“And we’ve focused too on simplifying op-
erations; COVID taught us to rationalise the
menu and tighten our processes in the kitch-
en, the drive through lanes, “Click & Collect”,
and delivery. Also we’ve been able to shape
the operation to suit each store’s customer
profile,” she says.
Cindy acknowledges the continuous chal-
lenge of finding good committed staff.
“Younger people in Hawaii have so much
choice these days about how and when they
want to work. Living at home has given them
more disposable income and more options,”
she says. “So it’s really important we set
ourselves apart as an employer and sell the
personal development dream!”
Shahida Khan
“As our needs
keep changing
we have to be
more agile than
ever. Freeing
up manpower,
allowing people
to learn new skills
and redeploying
skills across
different parts
of the business
is making a
huge difference
now – which a
lot of the time
helps us to be
more productive
and ultimately
save money.”
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022RESTAURANT BRANDS’ LEADERSHIP
Marketing –
Complexity needs agility
COVID drew every area of the business to-
gether for closer, more collaborative and co-
hesive working relationships. Meanwhile, the
market and society in general has fragmented
with the proliferation of choices around what
to eat, what and when to watch on a screen,
even where and when to work.
The implications for marketing have been
extraordinary, especially in the post-COVID in-
flationary environment. Clark Wilson and Leah
Allen head the marketing for New Zealand and
Hawaii respectively. How each has defined
the role of their departments reflects the
challenges they face in their markets.
Clark points to the proliferation of media
compared with, say, 10 years ago. “We’ve a
complex media eco-system now particu
-
larly driven by social media and the array of
video-on-demand channels. Audiences are
segmented more and we need to deploy ap-
propriate strategies to reach them,” he says.
“Activation though sports sponsorships and
PR initiatives are much more common. And
creative has had to evolve too – especially for
those who don’t want to be ‘marketed to’ with
traditional ads.”
The role of digital has evolved
massively such that it’s no longer
a discrete marketing function.
Everybody in Marketing needs
to be digitally upskilled – after
all, digital channels are where
audiences live.
Meanwhile in Hawaii, Marketing’s role has
adapted and expanded too. Only this time as
a resource for managers who often struggle
to resource their shifts.
Alive and thriving
The company has changed significantly from
the earlier days when it was heavily reliant on
KFC’s performance in New Zealand. Russel
Creedy led the successful resurgence of KFC
in New Zealand, and on the back of that the
company has matured enormously with more
geographies and management structures to
reflect the needs of an international Group.
Everybody in the business agrees that
Russel and Grant have been great leaders.
But great leaders build great leaders for the
times to come. It’s clear talking with people
across the Group that leadership is alive and
well as an attitude and state of mind. Arguably,
the business has more great leaders than ever.
Clark Wilson, GM Marketing New Zealand
sums it up. “One of the biggest learnings I got
from Russel is restless creativity – there’s
always room for improvement. Courageous
leadership is about confronting the good-
enough status quo, making a decision and
making things happen. And to keep laying
the tracks for the big red train.”
The first Kentucky Fried Chicken in New Zealand, Royal Oak, Auckland – November, 1974
Copyright: Public Domain / Farrelly Photo
Leah explains. “Consumer demand for Pizza
Hut and Taco Bell products is strong, however
the labour environment is extremely chal-
lenging. For the first time ever, we’ve had to
leverage our marketing relationships to build
our employment brand as way of recruiting
and retaining staff. We work closely with HR
and Operations to incentivise and attract
delivery drivers and restaurant team workers.
The competition for employees is fierce, es-
pecially on Maui where we not only compete
with other restaurants and aggregate meal
delivery drivers like Uber Eats but also with
hotels who offer higher pay.”
Leah describes how Marketing and all oth-
er areas of the business are like one big team
where everyone collaborates across a range
of challenges. “We treat the business like it’s
our own,” she says, “we all have faith in each
other to do our part to ensure the businesses
are successful for many years to come.”
Aside from media fragmentation, Clark
is also focused on maintaining the brands’
appeal for consumers who are facing huge
cost of living pressures.
“It’s a really interesting dynamic,” he says.
“There’s a big consumer focus on value for
money – which is not just about price. We’ve
seen a slight move away from delivery ser-
vices post-COVID as customers weigh up
the cost of convenience versus picking it up
themselves. We’ve had to adapt how we best
offer value as customers shop around for the
best deals and trade across the menu. And
with supermarket prices climbing it’s not
always cheaper to make food at home so that
can work in our favour.”
Across all the company’s brands, cus-
tomers have come to know and love their
distinctive personalities and tastes. “They
still see our food as a treat and when you
have limited money you go with brands you
trust that will deliver on those unique tastes
and flavours. So we expect to navigate the
current climate well, just as we did during the
last GFC”, says Clark.
“They still see our food as a treat and
when you have limited money you go with
brands you trust that will deliver on those
unique tastes and flavours. So we expect
to navigate the current climate well, just
as we did during the last GFC.”
Restaurant Brands’ leadership
Clark Wilson
Leah Allen
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Leading in
food quality
BEYOND
COMPLIANCE
• Food safety and product quality
• Food safety training
• Supply chain food safety
• Nutritional profile
• Nutritional improvements
• Hormone and steroid-free chicken
• Responsible antibiotic use in chicken
ETHICAL
SOURCING
• Supplier code of conduct,
policy and audit programmes
• Animal welfare
• Forest stewardship
Environmental consciousness
PACK AGING &
RESOURCE MANAGEMENT
C L I M AT E
ACTION
• Landfill waste reduction
• Back-of-house waste
reduction and diversion
• Sustainable packaging
• Energy usage
• Refrigerant gas loss
• LED lighting
• Solar energy innovation
• Sustainable restaurants
Caring about people and communities
AN INCLUSIVE & PRODUCTIVE
TEAM FOCUSED ON WELLBEING
SUPPORTING OUR
COMMUNITIES
• A diverse and inclusive workforce
• Competitive remuneration
• First job
• Career progression
• Staff satisfaction and wellbeing
• Lost time injuries
• Workforce relations and monitoring
• Zero tolerance for forced or underage labour
• Charitable donations
• Local sponsorships and partnerships
• Food recovery
• Local procurement
OUR
SUSTAINABILITY
FRAMEWORK
Purpose:
To be a thriving business
built on brands that our
employees and customers
love and trust.
As 2022 gained momentum, the Omicron var-
iant of COVID impacted operations across all
our divisions. This event further highlighted
the critical importance of caring for our team
members and communities. Our resilient
supply chain also played a crucial role in en-
suring that we could continue to provide our
customers with the food they know and love.
We are pleased to share our progress to-
wards greater sustainability, especially in the
area of carbon emissions and managing our
climate-related risk. While we encountered
some challenges in collating the necessary
information to measure our carbon footprint,
we persevered and accomplished much of
what we set out to achieve.
Our journey will continue with dedication
and pace, and we look forward to sharing our
plans for Emission Reduction and Climate
Adaptation in the 2023 Annual Report.
Sustainable success
on the menu
Restaurant Brands’ commitment to sustainable growth is steadfast.
We work hard, every year, to make progress across all three pillars
of our business: our people, our planet, and our food.
Sustainability report – Environmental, Social and Governance
The Restaurant Brands’ Board oversees
sustainability performance and provides stra-
tegic input and governance on our Sustaina-
bility Framework. The Board has convened a
Health, Safety & Sustainability Committee to
assist it in providing leadership and oversight
for environmental, social and governance
policies and disclosure matters across the
Group’s business. The Health, Safety & Sus
-
tainability Committee also assists the Audit
& Risk Committee with collecting, reviewing
and verifying the data that goes into our
sustainability reports, and has oversight of
the Group’s performance and annual targets.
Major initiatives, programmes and policies
under the framework are discussed and
signed off at Board level.
The Audit & Risk Committee of the Board
oversees all significant risks to our business
through the Risk Management Framework
and any sustainability or climate-related risks
that are identified as critical to our business
are closely monitored by management and
reported to the Audit & Risk Committee.
Operational responsibility is with the
newly appointed Group ESG Manager and
oversight for our sustainability strategy falls
to our Executive Sustainability Committee.
Together they develop and support the
Sustainability Framework and its strategic
objectives, and review progress against it.
Input is provided by the Board, Department
Heads and members of staff. It is the role
of the Committee to develop, review, refine
and aid the implementation of sustainability
programmes and policies.
Each of our business units has a com-
mitted Environmental Lead, collating and
providing information on a quarterly basis
and providing valuable local insights to the
Executive Sustainability Committee.
In the new year, as we work
towards aligning with the
Aotearoa New Zealand
Climate Standards issued
by the External Reporting
Board at the end of 2022, our
sustainability governance will
be further reviewed.
Sustainability governance
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
A diverse and inclusive workforce
Restaurant Brands has a strong commitment to diversity and rec-
ognises the value of attracting and retaining people with different
backgrounds, knowledge, experiences and abilities. Not only does di-
versity benefit individuals, customers, teams, shareholders, and other
stakeholders, it also creates a vibrant and thriving work environment.
Our business policies, practices and behaviours promote diversity
and equal opportunity and create an environment where individual dif-
ferences are valued and all employees have the opportunity to realise
their potential and contribute to Restaurant Brands’ success.
Gender diversity
Competitive remuneration
We work to keep salary and wage levels on or above market rates to ensure our employees feel valued and remunerated.
ADULT MINIMUM
WAGE BY DIVISION
As at 31 December 2022
% OF EMPLOYEES
ON COUNTRY
MINIMUM WAGE
RESTAURANT BRANDS
AVERAGE HOURLY WAGE
In New Zealand, our lowest rate of pay is $21.30 per hour – 10 cents above
minimum wage. 31% of our employees are on this entry-level wage.
NEW ZEALAND
($NZ)
$22.38$21.58$21.300%
MALEFEMALE
Australia has a large casual workforce, with 91% of all employees work-
ing on this basis. The majority of that workforce are youth, and both
casual and permanent employees are paid above the minimum Fast
Food Award wage starting from $8.71 at the entry level, and rising to up
to $21.15 for 15-20 year old employees as they progress and become
qualified for work.
AUSTRALIA
($A)
$19.43$19.71$21.380%
MALEFEMALE
In Hawaii, 85% of our employees earn above State minimum wage. Our
employee ‘package’ includes medical benefits and a retirement plan.
HAWAII
($US)
$14.09$14.33$12.0015%
MALEFEMALE
California pays the State or applicable local jurisdiction minimum
wage at point of entry.
CALIFORNIA
($US)
$15.59$15.97$15.0051%
MALEFEMALE
($16.04 IN CITY
OF LOS ANGELES
METROPOLITAN AREA)
Caring about people
& communities
An inclusive and productive
team focused on wellbeing
MALEFEMALENOT SPECIFIED
29%
33%
71%
67%
GROUP
BOARD
KEY MANAGEMENT
43%
43%
57%
56%1%
HAWAII
SENIOR LEADERSHIP
ALL EMPLOYEES
60%
52%
40%
48%
CALIFORNIA
SENIOR LEADERSHIP
ALL EMPLOYEES
40%
53%
60%
47 %
AUSTRALIA
SENIOR LEADERSHIP
ALL EMPLOYEES
25%
75%
1%
NEW ZEALAND
SENIOR LEADERSHIP
ALL EMPLOYEES
52%47 %
Sustainability report – Environmental, Social and Governance
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Sustainability report – Environmental, Social and Governance
SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
First job
For some of our new team members,
a job at Restaurant Brands is their
first. This year we have captured data
to better understand the percentage
of employees that make up this group
and our initial findings confirm the
importance of specific programmes
to get these employees off to the best
possible start.
Career progression
We want our people to be their best selves.
To achieve this, it is important that we under-
stand an employee’s career aspirations and
provide the direction, support, and training to
help them realise their potential.
To do this we:
•
Ask employees to tell us their career aspi-
rations and where geographically they’d
like to work when completing their online
employee profiles.
• Link into the above information during
succession activities and performance
reviews, giving managers insight into an
employee’s aspirations and allowing them
to actively discuss how they can progress
towards them.
•
Publish clear, easy-to-understand role
career pathways, so all employees can see
the various store career pathways available
to them.
This approach also has benefits for Res-
taurant Brands. By identifying employees
who want a career with us, we can focus on
developing the potential of these individuals
and grow our own talent pool – an asset in a
tight labour market.
To measure Restaurant Brands’ success in
supporting our people to be the best they can
be, we look at the percentage of employees
that make a ‘job step’, or are promoted, within
the year.
% OF EMPLOYEES FOR WHOM THEIR JOB
AT RESTAURANT BRANDS IS THEIR FIRST
* of the new employees who answered the question
NEW ZEALAND
AUSTRALIA
HAWAII
CALIFORNIA
34.2%
12.9%
43%*
NA
(not measured this year)
JOB STEP MOVES
(as a % of total headcount)
NEW ZEALAND
AUSTRALIA
HAWAII
CALIFORNIA
12.8%
8.4%
1 1.4%
9.0%
2022
2022
2022
20222021 – 8.8%
2021 – 10.2%
2021 – 7.4%
2021 – 13.3%
comes for themselves and others on a long-
term basis. All Restaurant General Managers
and Above Restaurant Leaders complete the
Leading with Heart leadership and personal
development training and we look forward to
seeing the benefits of this in the future.
STAFF TURNOVER
(as a % of average total staff)
(6 % involuntary)
(1 % involuntary)
(11 % involuntary)
(4 % involuntary)
(2% involuntary)
(2% involuntary)
(5% involuntary)
NEW ZEALAND
AUSTRALIA
HAWAII
CALIFORNIA
2022 : 89%
2022 : 68%
2022 : 77%
2022 : 72%
2021 : 75%
2021 : 49%
2021 : 79%
2021 : 86%
Involuntary turnover is any instance where Restaurant
Brands has decided to terminate an employee. This includes
restaurant closure and employment abandonment.
The Quick Service Restaurant (QSR) industry
is known for its high staff turnover rate.* This
can be attributed to a variety of reasons,
including the fact that many employees are
either students, new to the workforce, or
simply seeking temporary employment. As a
result, high turnover is a systemic feature of
our business.
Staff satisfaction
and wellbeing
Restaurant Brands is committed to fostering
an inclusive, rewarding, and safe environment
in which our people can thrive.
To measure employee satisfaction and our
performance consistently across the Group,
we have recently launched a company-wide
Restaurant Brands Engagement Survey. The
findings of this are presented below.
STAFF ENGAGEMENT
PARTICIPATION RATE
PARTICIPATION RATE
PARTICIPATION RATE
PARTICIPATION RATE
ENGAGEMENT SCORE
ENGAGEMENT SCORE
ENGAGEMENT SCORE
ENGAGEMENT SCORE
77%
79%
85%
88%
26%
10%
5 4%
5 4%
NEW ZEALAND
AUSTRALIA
HAWAII
CALIFORNIA
To grow active participation and encourage
all employees to ‘have their say’, we will be
launching a campaign in July 2023 that will
encompass our restaurants and internal social
channels. Our aim is to create a collaborative
work environment where all team members
feel empowered to share their thoughts, ideas,
and opinions. We look forward to engaging
with everyone in the company and creating a
culture of open communication and feedback.
Going forward, the survey will be complet-
ed in September and the results will feed into
our people planning and specific action plans
for the following year.
In addition to the Engagement Survey,
we have also launched New Starter and Exit
Surveys. These will be rolled out through all
divisions in 2023 and will provide valuable
insights into what we are doing well, and
what we can improve, to cultivate a positive
working environment for all.
In other new developments, a programme
called Heartstyles is now company wide. Its
underlying philosophy is to give individuals
and teams the ability to create positive out
-
Lost time injuries (LTIs)
(per million hours worked)
2019202020212022
NEW ZEALAND
6.35.210.49.1
AUSTRALIA
10.011.917. 19.2
HAWAII
6.22.54.13.6
CALIFORNIA
n/a5.29.1 9.7
The safety of our employees is of utmost
importance and a measure of this is the time
lost to injuries.
Of note this year, Australia has seen a
40% reduction in LTIs as the team continued
to build an operations-led safety culture pro-
moting safety lead metrics.
Hawaii also had a decrease which can be at-
tributed, in part, to a new program for Driver
Safety Trainers which has seen accidents
reduced by 25% as compared to the same
period last year.
Across the business, we will continue to
have a strong focus on injury prevention to
improve our performance and mitigate the
number of injuries.
Workforce relations
and monitoring
New Zealand operates under both collective
and individual employment agreements
which provide for fixed shifts for employees.
All restaurant employees are required to
record their hours of work and are paid ac-
cordingly. We are also compliant in paying to
the collective and individual rates of pay.
The Australian division operates under
the KFC National Enterprise Agreement 2020
and Taco Bell Team Members Enterprise
Agreement 2020. Employees in restaurants
are required to record their hours of work and
are paid accordingly to the hours worked. Pay
records are audited annually to ensure com-
pliance with the Enterprise Agreements.
Enterprise agreements are not a feature
of the Hawaiian and Californian QSR markets,
but nevertheless, our policies and processes
are designed to comply with local labour laws.
Restaurant Brands has a zero-tolerance policy for forced or
underage labour in effect across our business and wider supply
chain. There were no known breaches of this policy in the last
year, and we will continue to be vigilant in the monitoring of this.
ZERØ TOLERANCE FOR FORCED OR UNDERAGE LABOUR
Committed
to fostering
an inclusive,
rewarding,
and safe
environment
in which our
people can
thrive.
*Over 70% for the U.S. Accommodation and Food Services
industry (monthly turnover rate of between 5.4% and 6.2%
in 2022, published by the U.S. Bureau of Labour Statistics).
(1% involuntary)
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Sustainability report – Environmental, Social and Governance
SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Charitable donations
Restaurant Brands established the Restau-
rant Brands Charitable Fund in 2019. The Fund
is committed to supporting youth-orientated
New Zealand charities that focus their activ-
ities on improving access to education. As a
large employer of young people, this cause is
close to our hearts.
In February 2023, $100,000 was contrib-
uted to the fund for the FY22 period. Of the to-
tal contributions made to date, $225,000 has
been donated to the communities we serve.
This year’s beneficiaries of the fund are Ma-
naiakalani Education Fund and First Foundation.
Local sponsorships and partnerships
Each year, across our divisions, we assist key community organisations, offering
financial, marketing and promotional support. This year is no exception!
Supporting our communities
$35,000
TO THE
MANAIAKALANI
EDUCATION TRUST
$30,000
TO THE
FIRST FOUNDATION
The Manaiakalani Education Trust provides support to New Zealand school children, families,
and whanau in challenged, stressed, and isolated communities, with a particular focus on Decile
1 and 2 school areas. Their goal is to provide access to local, global, and digital citizenship to
those who may not have the resources to do so.
Despite the challenges posed by COVID, the Manaiakalani Programme continued to make
strides in lifting the learning engagement and achievement of students across New Zealand.
Their seamless transition between physical and online learning helped maintain the connection
between home and school, and resulted in a 20% increase in participation in 2022.
Through our partnership with the First Foundation, Restaurant Brands is supporting talented
young Kiwis who face financial and other barriers to attending university. Our funding of five
scholars attending universities in Auckland and Waikato covers four years of study and includes
financial assistance and an offer of paid work experience. This programme gives each student
access to the support and professional networks they need to succeed in their studies and
careers, dramatically improving their opportunities in life.
The Restaurant Brands Charitable Fund is
managed by a panel responsible for review-
ing the allocation of funds on an ongoing
basis to ensure that they remain relevant
and valuable to our communities. It includes
Restaurant Brands’ executive management
and Board members.
*The total of this year’s fundraising was disappointingly impacted by the spread of the COVID Omicron variant in the
community hampering fundraising initiatives planned for January–March 2022.
RESTAURANT BRANDS
CHARITABLE FUND
NEW ZEALAND
We are excited to announce the launch
of the KFC Foundation for Good this year,
formalising our commitment to give back
to the communities we serve, as well as our
3000-strong team across the country. Our
mission is to champion causes that equip
young Kiwi adults with the skills and support
they need to enhance their wellbeing, so they
can be free to be themselves.
KFC’s partnership with Surf Life Saving
New Zealand (SLSNZ ) is now part of the KFC
Foundation for Good. This partnership is an
essential part of our commitment to deliver-
ing a meaningful and positive impact on the
lives of New Zealanders.
Over the past 10 years we have raised a
total of $1.58m for SLSNZ and our donations
have been instrumental in educating, training,
and supporting the 4,500 Surf Lifeguards who
patrol 92 beaches across New Zealand every
summer. 9,584 people have qualified as Surf
Lifeguards since the partnership began Oc-
tober 2012. As a result of their tireless efforts
and dedication, they have delivered over two
million hours of patrolling and saved 9,709
lives over our decade-long collaboration.
In 2020, Pizza Hut became an official part-
ner of St John, New Zealand’s leading provider
of event health services, and we are delighted
to report that this year we raised $97,105 for
this worthy organisation.
The funds raised are used to purchase es-
sential equipment and supplies, including
uniforms, medical kits and golf carts that
allow paramedics to quickly respond to emer-
gencies during high-profile sports events and
small community fairs alike. We are proud to
support St John in its efforts to keep New
Zealanders safe and healthy, and we look
forward to continuing our partnership in the
years to come.
AUSTRALIA
With over 90% of our team members being
under the age of 25, supporting Aussie
youth is something we’re deeply passionate
about. Together with us on this journey, we
have three charity partners: The Black Dog
Institute, ReachOut Australia and Whitelion.
In 2022 we proudly launched cashless and
round-up donations nationally, which saw an
over 30% increase in donations.
CALIFORNIA
Each year, with every case of Secret Recipe
Fries sold, our California restaurants donate
to the KFC Foundation. This allows us to par-
ticipate in the Kentucky Fried Wishes grant
programme and to make a tangible impact in
our communities.
In 2022, two of our stores were successful
in nominating local non-profit organisations
to be the recipient of one of 50 grants na-
tionwide. Future Leaders of America, which
provides leadership training, educational
$A62,866
KFC Youth
Foundation
$US33,543
experiences, and personal development
for youth, and My Friends House LA, which
supports the needs of the homeless and other
marginalised populations in and around the
Downtown Los Angeles Area known as Skid
Row, were both deserving recipients.
In addition to supporting our communi-
ties, the KFC Foundation is also committed
to investing in the education of our California
restaurant team members. We’re proud to
partner with Western Governors University to
WATCH THE ADVERT
Scan the QR code or visit
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$62,517*
Surf Lifesaving
New Zealand – KFC
$102,000
KFC For Good
Foundation
$ 9 7,1 0 5
St John
– Pizza Hut
$9,390
Community donations
– All brands
offer tuition fee-free online university courses
toward more than 60 different degrees. This
initiative will help our team members achieve
their educational goals, further their careers,
and achieve their dreams.
KFC Foundation/Kentuck y Fried Wishes/
Reach Grant
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Sustainability report – Environmental, Social and Governance
SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
HAWAII
The Taco Bell Foundation, our largest dona-
tion recipient, is focused on youth empower-
ment by helping young people explore their
career passion with scholarships, experience
and community support. Funds are raised via
national Taco Bell fundraisers like ‘Round Up’
where customers can donate a small amount
by rounding up their check to the nearest
dollar. These small donations add up quickly
and fund valuable scholarships to many
future leaders.
This year, we were delighted that two em-
ployees from Taco Bell Hawaii were awarded
$US10,000 Live Más Scholarships to advance
their education. These scholarships are de-
signed to support creative and innovative stu-
dents aged 16-26 with a passion for creating
a better future and making a positive impact
on their community.
$US20,000
Red Cross
$US45,733
Taco Bell
Foundation
$US10,500
Taco Bell
Owners Giving
$US3,855
Other
Food recovery
Restaurant Brands is proud to work with food
recovery partners in New Zealand, Australia
and California, reducing the negative impacts
of food waste on our environment and nour-
ishing those in need.
NEW ZEALAND
This year we were pleased to secure local
supply of our Potato & Gravy tubs and to
report that of all protein sourced, only three
ingredients are imported. They are pepper-
oni, string cheese for our Stuffed Crust®, and
beef patties.
AUSTRALIA
In the past year, KFC has donated 3.37 tonnes of cooked chicken to
partner, OZHarvest. This has been converted to 6,734 meals, feeding
almost three times as many people as in the 2021.
2022 : 3.4 TONNES2021 : 1.1
CALIFORNIA
Our California restaurants donate surplus food in partnership with
Food Donation Connection through the KFC Harvest Program, KFC’s
prepared food donation programme.
During 2022, each of our restaurants appointed a ‘store champion’
to lead the initiative ensuring surplus food donations are collated and
regularly donated to non-profit organisations that help Americans
facing food insecurity. This has led to an 18.6% increase from the
previous year.
2022 : 46.5 TONNES2021 : 39.2
NEW ZEALAND
‘Feed more, waste less’ is the motto of our New Zealand food recovery
partner KiwiHarvest and we are proud to play our part in this mission.
The decrease in tonnage reflects less COVID related lockdown dona-
tions and a more consistent supply chain.
2022 : 16.3 TONNES2021 : 26.9
HAWAII
We are yet to partner with a food rescue organisation in Hawaii and will
be exploring this in the coming year.
FOOD DISTRIBUTED IN 2022
AUSTRALIA
Outside of New Zealand procurement is
managed by our franchisor Yum! and we
are dependent on their supply chain for
each brand, but we are able to share the
following insights:
CALIFORNIA AND HAWAII
In the US, the supply chain is managed by
Restaurant Supply Chain Solutions; a Yum!
Brands co-operative. Whilst they do not
track domestic vs international spend, they
only look to international supply if there isn’t
a domestic supply option.
For packaging, a small amount of paper
bags is sourced internationally along with res-
in, gloves, straws, and cutlery. That equates
to < 15% of our total packaging spend coming
from international sources.
Local procurement
In New Zealand, we manage procurement and the supply chain for all brands and restaurants
and it is our policy to purchase locally where possible, to both support the community and
reduce our impact on the planet.
PROTEIN SOURCED
IN AUSTRALIA
% of the total weight
2022 : 100%
2021 : N/A
LOCAL BASED SUPPLIER
PARTNERSHIPS
% of the total spend
2022 : 91% 2021 : 92%
2022 : 35% 2021 : N/A
PACKAGING MANUFACTURED
IN AUSTRALIA
% of the total weight
PACKAGING MANUFACTURED
IN NEW ZEALAND
% of the total weight
2022 : 5% 2021 : N/A
PROTEIN SOURCED
IN NEW ZEALAND
% of the total weight
2022 : 93% 2021 : N/A
LOCAL BASED SUPPLIER
PARTNERSHIPS
% of the total spend
2022 : 81% 2021 : 76%
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Environmental
consciousness
Sustainability report – Environmental, Social and Governance
Packaging and
resource management
Landfill waste reduction
One of the key areas of focus for Restaurant
Brands is reducing the amount of all waste
going to the landfill. From packaging used to
serve and transport our food to our custom-
ers, to supplier packaging, food waste, con-
struction waste and e-waste. All contribute to
our greenhouse gas emissions, and all have a
role to play in reducing our carbon footprint
and our impact on the environment.
Over the past year, we have continued with
our quest to better understand the levels of
waste being sent to landfill not only by us, but
by our customers too, and the complexities of
this remain. It is our aim to share some data
across all areas of waste in our next report,
and for our management of waste to play a
part in the emissions reduction plan we’ve
been working on.
In Australia, KFC continues to partner with
industry, waste service providers, and pack-
aging suppliers to innovate on solutions that
will take a full life cycle approach, including
options for end-of-life upcycling initiatives.
In California, it is mandatory to have
separate waste recycling containers in each
restaurant. Currently, this waste is then
measured in cubic feet but we are working
on a way to extrapolate this into tonnage
to allow us to measure greenhouse gas
emissions. We are also considering
options for reducing the quantity sent
to landfill.
In Hawaii, waste is in part mitigat-
ed by H-Power which incinerates sol-
id waste from around O‘ahu and turns
it into electricity, thus preventing
items such as pizza boxes and food
packaging from occupying landfills.
CONSTRUCTION WASTE
REDUCTION
Restaurant Brands New Zealand has part-
nered with Waste Management to handle
waste from new builds and refurbishments
in the past year and, in Australia, they are
working with their build partners to explore
and manage ways to minimise this waste.
In Hawaii and California, Yum! is responsi-
ble for the management of construction waste.
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–
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Sustainability report – Environmental, Social and Governance
SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Emissions
Reduction Plan
Over the past 12 months, we have:
1. Conducted a series of workshops with
key internal team members and major
franchisor Yum! to enable us to define
Restaurant Brands’ carbon footprint scope
and commit to a 2022 base year for bench-
marking, and
2. Developed the tools, and worked with
suppliers, to collect the necessary data to
report our carbon footprint each year.
Throughout these initial stages, it was evident
that each division has some data collection
challenges. These have, and may continue to,
influence our final agreed scope.
The next steps are as follows:
1.
Complete calculation of the 2022 Base
Year footprint,
2.
Obtain third-party verification to assure
compliance with the ISO standards,
3.
Improve data collection systems for 2023
and get underway with data collection, and
4. Set reduction targets and develop an Emis-
sions Reduction Plan.
Climate action
Climate
Adaptation Plan
In our next Annual Report, we will share with
you details of our Climate Adaptation Plan,
which will be undergoing revision in 2023
in preparation to meet the newly launched
Aotearoa NZ Climate Standard requirements.
Recent weather events in New Zealand
are a stark reminder that our climate is
changing, and we need to be prepared. The
impacts from the physical, transitional and
financial risks associated with climate change
are significant and will only increase with time.
As an enduring business, we need to mitigate
the risks, and benefit from the opportunities
that lie ahead through sound strategy and
good governance. This will be a big focus for
us in 2023.
Whilst we are not able to share
our 2022 carbon emissions
at this time, we are pleased
with the progress we have
made and grateful to internal
teams and external partners
for their ongoing support of our
commitment.
Back-of-house waste
reduction and diversion
CARDBOARD
All back-of-house cardboard waste is recy-
cled In New Zealand, Australia and California.
Hawaii has achieved an estimated 50% level
of recycling, limited by the access or space to
store cardboard in some restaurants.
COOKING OIL RECYCLING
We continue to recycle 100% of expired oil in
all our divisions. This recycled oil then goes
into the production of bio-diesel – a renewa-
ble, clean-burning diesel with lower emissions.
Sustainable packaging
All customer-facing packaging will be used
and either get recycled or end up as waste.
The challenge is that we can’t know the fate of
the packaging once it leaves our restaurants.
Over the past year, as the best measure of
packaging waste, we have been working with
our suppliers to capture its weight and we will
include this in our 2023 report.
In New Zealand, we have updated the
packaging for our Potato & Gravy to a poly-
propylene material that can be recycled, and
we continue to work with suppliers to develop
a sustainable fit-for-purpose chicken bucket.
Our Australian division is working to re-
move unnecessary plastics from Go Bucket
lids and shifting to alternative options and
increased recyclable plastics for menu items
such as frozen drinks and Potato & Gravy.
To deliver on our commitment to reducing Restaurant Brands’ carbon
footprint, and in preparation for New Zealand’s mandatory reporting
requirements from 2023 onwards, Climate Action has been a major
focus for the business in the past year.
YUM! HAS COMMITTED TO DIVERT 50%
OF BACK-OF-HOUSE OPERATIONAL WASTE,
MEASURED BY WEIGHT, GENERATED IN U.S.
RESTAURANTS BY 2025.
OUR GOAL:
TO PHASE OUT
PLASTIC BAGS,
STRAWS AND
LIDS BY 2025.
PLASTIC REDUCTION
% PHASED OUT PLASTIC BAGS,
STRAWS AND LIDS IN 2022
NEW ZEALAND
100%
AUSTRALIA
100%
HAWAII
87%
CALIFORNIA
N/A
New Zealand and Australia are delighted to
achieve our target ahead of time.
Hawaii continues to work towards the tar-
get and will also achieve this ahead of time and
in compliance with the States’ plastics ban.
California follows the Yum! Brands Sus-
tainable Packaging Policy with its own plastic
related 2025 goals.
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Sustainability report – Environmental, Social and Governance
SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Here we look at the progress we have made
on our existing key performance indicators
and the additional areas of Natural Gas usage
and refrigerant gas loss.
Energy usage
MWH OF ELECTRICITY USED
20212022
NEW ZEALAND
3 7, 8 8 93 9,7 2 9
AUSTRALIA
21,67623,610
HAWAII
12,03113,004
CALIFORNIA
15,02215,650
MWH OF ELECTRICITY USED
PER $MILLION SALES
(local currency $)
20212022
NEW ZEALAND
8275
AUSTRALIA
9491
HAWAII
8283
CALIFORNIA
136138
Restaurant Brands achieved a reduction in
electricity consumption per $ million of sales
in both New Zealand and Australia, with a
respective decrease of 9% and 3%.
Following the restatement of FY21 fig-
ures based on the updated consumption
inputs, Hawaii and California’s performance
remained relatively unchanged.
MWH NATURAL GAS USED
2022
NEW ZEALAND
3,354
AUSTRALIA
Nil
HAWAII
7, 9 5 3
CALIFORNIA
11,321
MWH NATURAL GAS USED
PER $MILLION SALES
(local currency $)
2022
NEW ZEALAND
6
AUSTRALIA
Nil
HAWAII
51
CALIFORNIA
100
Natural gas is only used in New Zealand,
Hawaii and California operations. In these
locations, it is used predominantly for cook-
ing, with some use as a heating fuel. Given
natural gas has a higher carbon footprint
than electricity in New Zealand, opportuni-
ties to switch from gas to electricity across
the restaurant network will likely be a focus
of the decarbonisation strategy.
Refrigerant gas loss
TOTAL REFRIGERANT GAS LOST (KGS)
2022
NEW ZEALAND
120
AUSTRALIA
215
HAWAII
N/A
CALIFORNIA
N/A
As a handler of fresh and frozen produce, we
rely heavily on refrigeration. All stores have
large freezers and cold stores which require
the use of refrigerant gases to maintain
temperature. Failing systems and even small
leaks can result in the release of kilograms of
these gases into the atmosphere. As green-
house gases that have high “global warming
potentials” in some cases, losses will contrib-
ute significantly to our carbon footprint.
Our future Emissions Reduction Plan will
focus on having well-maintained modern
refrigeration systems that utilise refriger
-
ant gases with low or zero global warming
potential. We will talk about this more in
future reports as the plan is developed and
implemented.
LED lighting
We continue to transition to LED lighting
across the business and are making good
progress against our target of having 100%
LED lights by the end of 2023.
% OF RESTAURANTS WITH LED LIGHTING
20212022
NEW ZEALAND
47 %90%
AUSTRALIA
45%60%
HAWAII
47 %52%
CALIFORNIA
33%44%
Excluding the planned 2023 refurbishments,
all restaurants in New Zealand have been up-
graded to LED and we are on track to reach
the target.
In Australia, LED lighting is being deployed
at each refurbishment and currently, all dining
room, and over half of back-of-house, lighting
is converted. External signage lighting will
follow as part of refurbishments.
Hawaii is confident they are on track to
reach the target.
Our Californian restaurants comply with
the State’s energy efficiency standards
for lighting which requires the use of LEDs.
However most of the kitchen areas still use
fluorescent tubes and parking lot lights are
yet to be converted. An accurate measure of
lighting use will be made in 2023 as we con-
tinue to work towards a full transition through
back-of-house conversions and new builds.
Solar energy innovation
Across Restaurant Brands, 13 restaurants
are currently piloting the use of solar energy:
three in New Zealand and ten in Australia.
The data collected in New Zealand to date
has been encouraging and we are working on
a plan to roll out this initiative across at least
two more stores in 2023. Our target is to re-
place up to 20% of the electricity consumed
in these restaurants with self-generated
solar power.
Across the ten Australian sites, the aver-
age electricity yield was 10.6% of the restau-
rants’ consumption and a total of 69.9Mwh
was generated.
In California we commenced discussions
with providers around parking lot solar panels
and further research is underway. The new
Paramount restaurant, opening in 2023, will
be the first with rooftop solar. We are also
exploring further solar panel and EV charging
station installations at selected restaurants.
Our target:
100% LED lights
by the end
of 2023
Sustainable restaurants
In New Zealand, consideration has been
given to “Green” certification for every new
build, but more work is required to set up a
framework and we aim to get this underway
this year. We are also exploring the opportu-
nity of using our recyclable plastic to produce
store furniture and interior decorations we
are looking to upgrade power consumption
readers in pilot stores, to assess the saving
opportunities.
In a QSR restaurant-first, KFC Australia
has introduced carbon-negative upcycled in-
ternal walls and ceiling tiles in one restaurant.
These will become standard products for new
and refurbished restaurants going forward.
California is excited to be opening its first
LEED Certified Restaurant (New Build) in Par-
amount in early 2023. LEED certification is a
globally recognised symbol of sustainability
achievement and leadership, and its frame-
work informs all building types including
new construction, interiors, operations and
maintenance, and core and shell.
The division is also trialling on-demand
electricity management to assist restaurants
to reduce peak period consumption, usually
supplemented by thermal generation.
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Sustainability Report
SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Food safety and product quality
The safety and quality of our food is fundamental to our business. All restaurants are inspected
by the relevant local food safety bodies and have a Food Control Plan in place to ensure food
sold is safe and suitable.
In addition to local inspections, all Yum! restaurants; KFC, Pizza Hut, Taco Bell, are subject to
brand audits. Brand audits include a food safety component along with brand standards (includ-
ing health and safety) and restaurants are audited by a 3rd party, approved by Yum! globally.
Our aim is to exceed an 85% rating on the Yum! Standard, significantly above the food safety
standards prescribed by local food safety regulations.
Here’s how we performed:
202020212022
NEW ZEALAND*
98%98%97%
AUSTRALIA
85%92%81%
HAWAII
93%95%78%
CALIFORNIA
Not available93%95%
*AsureQuality audit on behalf of Ministry for Primary Industries.
Note: there were no food safety audits carried out in California between 2 September and 31 December 2020 (the first four
months of our ownership).
Hawaii and Australia have identified the areas of improvement and are currently working on
additional staff training options to maintain the required store safety and food quality levels
and lift the score up back to above the 90% mark in 2023.
Food safety training
All staff must complete our food safety training programme before they commence working in
a restaurant. This is part of the restaurant staff induction programme as well as a requirement
for all other staff before they spend time in a restaurant.
100%
OF RESTAURANT STAFF COMPLETE
FOOD SAFETY TRAINING
Supply chain food safety
In Australia, Hawaii and California, Yum!
manages the supply chain and they uphold
an industry-leading food safety programme
including processes for auditing suppliers
and mitigating risk across their global
supply chain.
Food safety audit outcomes are reported
as a performance Tier, ranging from Tier 1
(top Tier) to Tier 4. The 85% Yum! Standard
represents the % of supplier audits achieving
Tier 1 & Tier 2.
In New Zealand, in addition to all achiev-
ing the local standards, 74% of our suppliers
achieved Tier 1 and 2 of the Yum! standard this
year, an increase from 68% in 2021.
Nutritional profile
Nutritional information, including the amount
of fats, sodium and sugar in our core menu
items, is listed on our brand websites with
the exception of Taco Bell in Australia. This
is something we aim to address in the
coming year.
New Zealand also has nutritional informa-
tion for all its short-term promotional menu
items available by request and in Australia,
Hawaii and California, kilojoules are available
on restaurant menus.
Beyond compliance
Leading in
food quality
Sustainability report – Environmental, Social and Governance
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Sustainability report – Environmental, Social and Governance
SUSTAINABILITY REPORT – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Supplier code of
conduct, policy and
audit programmes
In New Zealand, all suppliers are carefully se-
lected, undergo due diligence and are audited
on an annual basis to ensure they meet our
ethical standards. Our standards are based
on the combination of the Yum! Supplier Code
of Conduct and other best practice guidelines.
Australia, Hawaii and California are part
of the Yum! supply chain and all their sup-
pliers must adhere to their Supplier Code of
Conduct which sets basic requirements of all
suppliers whether they provide food or bever-
ages, packaging or equipment. All suppliers
are audited on a regular basis.
Future focus
Restaurant Brands recognise that sus-
tainability is not only important for the fu-
ture of our planet, but also for the success
of our business. With the guidance of the
Executive Sustainability Committee and
the addition of our Group ESG Manager,
we are well-positioned to drive advance-
ments and ensure success across the
pillars of our business.
The upcoming mandatory climate
standards will have a significant impact
on what and how we report, but we are
prepared for the challenge. We have the
team and plans in place to deliver, and
whilst there is still much to be done, we
are confident that by working together,
we can make a positive impact on our
environment and communities.
Nutritional improvements
Restaurant Brands is committed to providing
food that our customers can love and trust,
that tastes good and is good.
In New Zealand, where we have the great-
est control over our menu and supply chain,
we actively drive reductions in sodium, sugar
and saturated fats through a programme of
continuous improvement.
Here’s how we did:
SODIUM
10%
KFC CHICKEN
SNACK PATTIES
10%
CARL’S JR. BIG
CHICKEN FILLET
1 1%
PIZZA HUT
HAM TOPPING
SUGAR
10%
KFC ARBY BURGER
BUNS AND BREAD ROLLS
35%
FA NTA
POST-MIX
S AT U R AT E D FAT
5%
PIZZA HUT
HAM TOPPING
Both KFC and Taco Bell Australia also strive
to improve the nutrition of their menu. KFC
has reduced the sodium in core chicken
menu options by 20% and fillets and strips
are now MSG free. Taco Bell has also stripped
MSG from all food ingredients, including the
chicken and beef seasoning, and reduced the
sodium in tortillas.
Hormone and steroid
free chicken
All our chicken is hormone and steroid free.
Our suppliers must comply with this policy,
to ensure our customers enjoy the highest
quality product.
Responsible antibiotic
use in chicken
In New Zealand, our chicken is antibiotic free.
In other divisions, animal health may neces-
sitate the use of antibiotics to maintain or
restore health. In these instances, antibiotics
are used only for this purpose and at levels
that are not significant in human medicines.
Animal welfare
All New Zealand manufacturing sites that
produce meat and meat products supplied
to Restaurant Brands must meet the require-
ments of the Animal Welfare Act and are
audited by both SPCA and Asure Quality.
Our two largest, long-standing chicken
suppliers are Tegel and Ingham’s. Both
companies are committed to following all the
right animal welfare codes and guidelines and
ensuring the humane treatment of their birds.
Further information on their standards can be
found on the KFC New Zealand website.
The other divisions – Australia, Hawaii and
California – rely on Yum!’s supply chain con-
trols as outlined in their Global Animal Welfare
Policy which can be found on the yum.com
website. Their commitment to animal health
and well-being remains steadfast and guided
by holistic, science-based Sustainable Ani-
mal Protein Principles.
Restaurant
Brands is
committed
to providing
food that our
customers can
love and trust,
that tastes good
and is good.
In New Zealand,
our chicken is
antibiotic free
Ethical sourcing
Forest stewardship
The supply of beef, soy, palm oil and paper
is a focus for major franchisor Yum! as they
seek to address climate change by reducing
deforestation. As active members of the New
York Declaration on Forests, Tropical Forest
Alliance, and UK Roundtable on Sustain-
able Soya, they are monitoring legislation
worldwide and participating in discussions
about how governments and businesses can
protect forests. We look forward to seeing
an increase in disclosure and progress in
the future.
Across the Group, palm oil has either
been removed or is sourced from responsi-
bly managed sources, with third-party certi-
fication from the Roundtable on Sustainable
Palm Oil (RSPO).
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022OPERATIONS REPORT
Operations report
The New Zealand division’s total
store sales were up $68.1 million
to $529.2 million, an increase
of 14.8%. KFC continued to
be the prime driver of total
sales growth, with a further
contribution from Taco Bell.
The increase in revenue was
driven by new store numbers
(a net six stores opening
over the year), together with
continued positive same store
sales growth. The growth
comparison was assisted by
the rolling over of store closures
under the extended lockdown
during 2021, the impact of
which has been estimated as
approximately $26 million.
Same store sales were +2.4% for the year,
rolling over the +9.1% growth achieved last
year, a pleasing result in sometimes difficult
trading conditions.
KFC remains the key contributor to the
New Zealand operations. The brand once
again delivered a strong result with both sales
and profit performance up on last year’s re-
ported numbers and some weeks producing
record sales levels. Price increases to meet
inflationary challenges, together with some
successful new product roll outs (Hot & Crispy
Boneless Chicken) drove same store sales
growth and assisted in margin recovery.
Carl’s Jr. also saw strong revenue growth with
same store sales significantly up on last year.
The brand continued to benefit from the use
of third-party delivery providers. Carl’s Jr. will
see some network growth with plans to begin
opening new stores in the FY23 year.
The Pizza Hut brand also continued to
grow, with nine new independently franchised
stores opening over the year, bringing the
entire network up to 114 Pizza Huts, of which
108 are owned by independent franchisees.
A further four KFC stores are also owned by
independent franchisees.
Taco Bell now has 13 stores open in New
Zealand. This is despite the adverse impact
of COVID lockdowns and effect of inflation
on building costs. The brand continues to
gain momentum with store sales more than
doubling from FY21.
With immediate COVID pressures now
behind us, the new challenges facing the
business were substantial cost increases in
both ingredients and wages. These inflation-
ary stresses, together with staff shortages
from COVID disruption and a singularly low
unemployment rate placed considerable
pressure on margins.
The business responded well with im-
proved efficiencies and targeted price in-
creases recovering some of these costs, with
the balance expected to be made up over the
coming months.
Consequently, whilst store EBITDA for
the New Zealand business was $89.5 million,
(up $6.2 million) flowing through from the
increased sales, it was adversely impacted
by cost inflation. The EBITDA margin for New
Zealand was 16.9%, which is down on last
year ’s 18.1%.
Total company owned stores increased
by six to 143. This includes four new KFC
stores (including the purchase of the KFC at
the Auckland International Airport) and three
new Taco Bell stores, off-set by the closure of
one Carl’s Jr. store.
The New Zealand business has also seen
significant store reinvestment with 18 stores
remodelled over the year and another 25
store refurbishments planned during FY23.
Whilst the pace of increased costs has
slowed somewhat as we begin the new finan-
cial year, these will continue to put pressure
on EBITDA margins in FY23. Store efficiencies
and price increases will however assist a re-
turn to full margin recovery over the coming
year. A limited number of new store builds is
expected in the coming year (three Taco Bell
and two KFC stores).
New Zealand
143 STORES
4,041
S TA FF
(+112 FRANCHISED)
Pleasing results in difficult
trading conditions
The business responded well
with improved efficiencies
and targeted price increases
recovering some of these costs,
with the balance expected to be
made up over the coming months.
TOTAL EBITDA ($NZ m)
Feb
19
76.4
Dec
19
6 7. 9
20
76.3
21
83.3
22
89.5
TOTAL SALES ($NZ m)
Feb
19
419.8
Dec
19
3 6 7. 5
20
410.4
21
461.1
22
529.2
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022OPERATIONS REPORT
Operations report
A strong sales recovery in the
Australian business helped
mitigate the negative effects
of inflation. Same store sales
rebounded strongly at 7.4%,
reflecting the solid turnaround
of the CBD and mall stores in
the network. Both these groups
of stores were hit hard by the
COVID closures but are now
outperforming the rest of the
business in terms of recovering
from that downturn. In AUD
terms, total sales were up
$A29.0 million (12.6%) on
prior year to $A259.0 million.
In NZD terms sales were $NZ283.4 million
(up 16.1% or $NZ39.3 million).
Growth in store numbers assisted in
building sales with four new Taco Bell stores
and one KFC store opening during the year.
Despite the difficult trading conditions, the
Australian business continued its store refur-
bishment programme, together with making
further investment in digital experience
in-store (kiosks in store and digital drive thru
menu boards).
Delivery sales received a boost with the
introduction of Uber Eats as a delivery partner.
Despite the strong sales performance,
margins fell with the impact of increased
ingredient and labour costs. Store EBITDA
was $NZ31.2 million ($A28.6 million), down
$A1.2 million due to continued cost pressures,
supply chain disruptions and labour short-
ages resulting in stores operating reduced
hours particularly in the first quarter of 2022.
As a % of sales, store EBITDA was 11.0%, which
is down from 13.0% last year. Once again this
was a direct effect of ingredient inflation
through the company’s supply chain, together
with labour cost escalation.
A focus on enhanced trading performance
from the Taco Bell business will be a priority
for the FY23 year, together with returning
margins to pre-COVID levels through con-
tinued pricing adjustments and cost control.
Store refurbishments in the KFC business will
continue, together with one anticipated new
KFC store opening, plus three more Taco Bells.
Australia
Leading recovery with
returning margins
4 ,7 1 9 S TA F F
TOTAL EBITDA ($NZ m)
Feb
19
29.1
Dec
19
25.2
20
28.6
21
31.6
22
31.2
TOTAL SALES ($NZ m)
Feb
19
191.5
Dec
19
169.1
20
214.9
21
24 4.1
22
283.4
83
STORES
Delivery sales
received a
boost with the
introduction of
Uber Eats as a
delivery partner.
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022OPERATIONS REPORT
Operations report
The Hawaiian business, despite
experiencing continuing staff
shortages and the major food
cost escalation seen in other
divisions, had a good year. Its
USD sales were up 6.9% to
$US156.4 million. Same store
sales were up 2.9% (rolling
over +9.1% in FY21).
The Taco Bell operations went from strength
to strength with a sound promotional pro-
gramme and some innovative new product
releases (including the Mexican Pizza). Pizza
Hut also enjoyed some success with strong
product offers such as Pizza Melts. The intro-
duction of a third party delivery service (Door
Dash) helped maintain delivery volumes, de-
spite continued driver shortages. With both
same store sales and unit growth, Taco Bell
Hawaii exceeded $US100 million in annual
sales for the first time in its history.
In NZD terms, total store sales were up $41.0
million to $247.5 million (19.8%), primarily
due to the strengthening of the USD/NZD
exchange rate.
Total store numbers increased by two to
75 with two new Taco Bell stores at Ho’okele
on Maui and Kilauea on the Big Island. Both
stores are performing significantly above
expectations. Store refurbishments also
continue to generate excellent returns.
Profitability also remained strong, with
store EBITDA of $US26.8 million ($NZ42.3
million), up 9.8% on prior year. As a % of
sales, EBITDA was 17.1%, up from 16.4%. The
increase is driven largely by the success of
Taco Bell which has improved both in sales
volume and EBITDA margin over last year.
This performance is expected to continue
with margins being maintained into the new
year. Two relocations and two rebuilds are
also expected to be completed over FY23
(planning consents permitting).
Hawaii
100 million reasons
to celebrate
75 STORES
Total store numbers increased
by two to 75 with two new Taco
Bell stores at Ho’okele on Maui
and Kilauea on the Big Island.
Both stores are performing
significantly above expectations.
1,687
S TA FF
TOTAL EBITDA ($NZ m)
Feb
19
2 3 .7
Dec
19
22.9
20
32.6
21
33.9
22
42.3
TOTAL SALES ($NZ m)
Feb
19
1 8 2 .7
Dec
19
168.9
20
215.1
21
206.5
22
2 47. 5
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022OPERATIONS REPORT
Operations report
The recent economic
disruptions were particularly
hard on our California business
in the FY22 year. Inflation levels
served to both limit customer
demand and add considerable
premiums to food cost. Cost
escalation for this business was
rapid and significant with some
key ingredients experiencing
(temporary) price hikes of more
than 30%. Several initiatives
were undertaken to mitigate
the impact, including improved
store efficiencies and selling
price increases. Unfortunately,
the pace of selling price
increases lagged the cost
escalation, with resultant short
term margin deterioration.
With the price increases and an additional
five stores being added to the network, sales
in USD terms increased by $US3.0 million to
$US113.2 million. However, on a same store
sales basis they were down 2.9%. The prior
year comparisons were aggravated by the
fact that the business was rolling over the
strong sales growth last year driven by two
stimulus payments, from the US Federal Gov-
ernment, in January and March 2021.
In NZD terms the strengthening of the
USD over the year saw total sales up to $179.0
million, an increase of 14.4%.
One KFC store was acquired during the
year from an independent franchisee. Four
new stores opened in San Bernadino, Perris,
Barstow and Ridgecrest. They are all built
to the American Showman Next Generation
new store design format. The California store
network now comprises 75 stores.
Despite the current trading
difficulties in the California
market, all four new stores are
trading well above expectations.
Store EBITDA was $NZ17.1 million, $6.7 million
down on last year, reflecting the impact of
significant cost increases incurred. As a
percentage of sales this was 9.6%, which was
down from 15.2% last year. The drop in EBITDA
as a percentage of sales reflects supply chain
issues as well as increased cost pressures
which are expected to continue into 2023.
As with 2022, the challenges of 2023 re-
main, dealing with the effects of inflation and
continuing shortages in the labour market.
Solid further growth will come from bringing
on new stores with our full development
programme, introducing some innovations
in store design.
California
1,542
S TA FF
New initiatives, innovations
and improved store efficiencies
Solid further growth will come from
bringing on new stores with our full
development programme, introducing
innovations in store design.
75
STORES
TOTAL EBITDA ($NZ m)
20
8.5
21
23.8
22
17. 1
TOTAL SALES ($NZ m)
20
51.9
21
156.5
22
17 9.0
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022LEADERSHIP FOR THE TIMES
Restaurant Brands’ Board of Directors
Ability & experience
José Parés
Chairman and Non-Executive Director
TERM OF OFFICE
Appointed Director 1 April 2019 and
appointed Chairman 10 July 2019.
Last re-elected 2022 Annual Meeting.
BOARD COMMITTEES
Member of the Audit and Risk Committee.
José is the Chief Executive Officer of Finac-
cess Capital. He is also the Chairman of the
Board and an Executive Chairman of AmRest
Holdings SE. During his professional career
he has been director of the Board of Crown
Imports, Chicago, Il, the Vice Chairman of the
Board of MMI, Toronto, Canada, director of the
Board of DIFA, Mexico and former member of
the Beer Chamber of Mexico.
Previously, José worked for 19 years at
Grupo Modelo (Mexico), in various positions,
including as the Vice President of Marketing
and Sales International where he oversaw
growth of Grupo Modelo’s annual revenues
from USD 1 billion to USD 3 billion.
José graduated from Universidad Pan-
americana, Mexico (Business and Finance)
and completed his MBA at ITAM, Mexico as
well as the Business D-1 Program at IPADE,
Mexico and Executive Programme at Whar
-
ton, San Francisco.
Emilio
Fullaondo
Independent Non-Executive Director
TERM OF OFFICE
Appointed Director 1 April 2019.
Last re-elected 2022 Annual Meeting.
BOARD COMMITTEES
Chairman of the Audit and Risk Committee,
Member of the Remuneration and
Nominations Committee and the Health
and Safety Committee.
Emilio is a senior executive with over 23
years of experience in the beer industry.
Emilio worked in a number of finance roles
for Grupo Modelo, including four years
as Chief Financial Officer. Following the
acquisition of Grupo Modelo by AB InBev in
2013, Emilio oversaw significant cultural and
organisational changes at AB InBev (Mexico)
as Vice President, Human Resources (to 2017)
and Vice President, Projects until his resigna-
tion in January 2019.
Emilio is currently a director and Chairman
of the Audit and Control Committee of Am-
Rest Holdings SE.
Emilio graduated from ITAM, Mexico
(Public Accountant) and completed his MBA
at the same institution as well as the Executive
Management (AD) Program at IPADE, Mexico.
Carlos
Fernández
Non-Executive Director
TERM OF OFFICE
Appointed Director 10 July 2019.
Last re-elected 2022 Annual Meeting.
Over the last 30 years, Carlos Fernandez has
held positions in various business sectors.
He was the CEO (1997-2013) and Chairman
of the Board of Directors (2005-2013) of
Grupo Modelo. From the time he was named
CEO, up to 2013, this group consolidated its
position as the leading brewing company in
Mexico, the seventh biggest worldwide and
the world’s biggest beer exporter.
He has also served on the boards of na-
tional and international companies, includ-
ing Banco Santander, SA (Spain), Anheuser
Bucsh (US), Emerson Electric Co. (US), Seeger
Industrial (Spain), Grupo Televisa (Mexico),
Crown Imports Ltd. (US), Inbursa (Mexico) and
Mexican Stock Exchange (Bolsa Mexicana de
Valores). He has served on the advisory board
of Grupo Modelo and has also been a member
of the international advisory board at Banco
Santander, S.A. and a director of Grupo Finan-
ciero Santander Mexico S.A.B de C.V.
Carlos is currently Chairman of the Board
of Directors of Grupo Finaccess S.A.P.I. de
C.V. – a company of which he was founder
and which controls 75% of Restaurant
Brands ordinary shares and is also active in
Mexico, Europe, Asia and the US. He is also a
Proprietary Director of AmRest Holdings SE,
and a non-executive director of Inmobiliaria
Colonial, S.A.
Carlos is an industrial engineer and has also
studied on senior management programmes
at the IPADE Business School (Instituto Pan-
americano de Alta Direccion de Empresa).
Luis Miguel
Álvarez
Non-Executive Director
TERM OF OFFICE
Appointed Director 10 July 2019.
Last re-elected 2022 Annual Meeting
BOARD COMMITTEES
Member of the Remuneration and
Nominations Committee.
Luis Miguel is a Board Member, Audit Com-
mittee Member and Investment Committee
Member of Finaccess, S.A.P.I. de C.V. (since
2013). He is also the Founder & CEO of Compi-
talia, S.A. de C.V., a family investment compa-
ny business which primarily invests directly
in target companies through equity holdings
and real estate investments, primarily in sec-
tors such as: consumer goods, restaurants,
real estate projects and financial funds.
For over 25 years Luis Miguel occupied dif-
ferent positions within several Grupo Modelo
entities (including the Vertical Companies
director of Grupo Modelo, S.A.B. de C.V., Pres-
ident & General Manager of Gmodelo Agricul-
ture, LLC., Idaho Falls, Idaho, Vice President
& General Manager of Gmodelo Agriculture,
Inc.). During his time at Grupo Modelo, Luis
Miguel held various board positions within the
Group, including: Alternate Board Member
and Executive Committee Member of Grupo
Modelo, S.A.B. de C.V., Board Member and
Executive Committee Member of InteGrow
Malt, LLC., as well as Board Member of Im
-
pulsora Agricola, S.A. and International CO2
Extraction LLC.
Luis Miguel is currently a Proprietary director
of AmRest Holdings SE and a member of the
Appointments & Remuneration Committee.
He also serves as a board member of other
private and not for profit organisations.
He is an industrial engineer with studies
on senior management programmes at the
IPADE Business School (Instituto Panameri
-
cano de Alta Dirección de Empresa).
Huei Min
(Lyn) Lim
MNZM
Independent Non-Executive Director
TERM OF OFFICE
Appointed Director 10 July 2019.
Last re-elected 2022 Annual Meeting.
BOARD COMMITTEES
Chairman of the Health and Safety
Committee, Member of the Audit and Risk
Committee and the Remuneration and
Nominations Committee.
Lyn Lim has diverse board and committee
Chair experience. She is experienced in
investment structures, risk management,
HR, HSW, AML, dispute management
and resolution.
She is on the Boards of General Capital
Limited and Auckland Regional Amenities
Funding Board. She is also a trustee of the
Asia New Zealand Foundation.
Lyn has served on the Boards of SP Corpo-
ration Pte.Ltd (Singapore), AUT, New Zealand
Shareholders’ Association, Public Trust (and
chaired the Human Resources and Remu-
neration Committee), the New Zealand China
Trade Association, the Hong Kong and New
Zealand Business Association, New Zealand
Chinese Youth Trust (Chair), Foundation North
(the biggest and leading philanthropic entity
in New Zealand – Chair) and Middlemore
Foundation (Chair). She was a member of ANZ
Private Bank External Advisory Board and has
served as a council member of the Auckland
District Law Society Inc.
Lyn holds an LLB (Hons) from the Uni-
versity of Canterbury and has 30 years of
legal practice specialising in commercial,
corporate and governance issues and dis
-
pute resolution.
In 2017, Lyn was appointed as a Member
of the New Zealand Order of Merit for her
services to New Zealand-Asia relations and
governance. Lyn is a Chartered Member of
the New Zealand Institute of Directors, a
member of the New Zealand Law Society
and a member and Vice Chair of the Women
in Business Committee of the Inter-Pacific
Bar Association.
Stephen Ward
Independent Non-Executive Director
TERM OF OFFICE
Appointed Director 10 July 2019.
Last re-elected 2022 Annual Meeting.
BOARD COMMITTEES
Chairman of the Remuneration and
Nominations Committee, Member of the
Audit and Risk Committee and the Health
and Safety Committee.
Stephen Ward is a professional director with
diverse corporate governance experience
in New Zealand and Australia together with
extensive expertise as a corporate and com-
mercial lawyer in New Zealand.
Stephen is the non-executive Chair of Se-
cureFuture Wiri Limited. He is also a non-ex-
ecutive director of Huntington Commercial
Finance New Zealand Limited and Renais
-
sance Holdings (NZ) Limited. Stephen is the
Independent Chair of the Advisory Council for
the Financial Dispute Resolution Service and
a consultant of Simpson Grierson. He holds
voluntary positions on the Boards of Welling-
ton Free Ambulance, and The Life Flight Trust.
Stephen holds an LLB from the University
of Canterbury, is a member of the New Zea-
land Law Society and is a Chartered Member
of the New Zealand Institute of Directors.
Maria Elena
(Malena)
Pato-Castel
Independent Non-Executive Director
TERM OF OFFICE
Appointed Director 1 April 2021.
Last re-elected 2021 Annual Meeting.
Malena has over 33 year of experience in the
Fast Moving Consumer Goods and Retail
Hospitality industries in the US and Europe,
including senior regional roles at Unilever and
Yum! Brands. Prior to her retirement from the
company in 2020, Malena spent nine years in
various roles at AmRest Holdings SE (six of
which as a member of the AmRest Exec Com-
mittee). Her appointments included President
for AmRest Spain and, most recently Chief
Proprietary Brands Officer with responsibili-
ties extending across markets in Spain, China,
France, Portugal and Germany.
Malena served on the board of various
Yum! Brands subsidiaries that operated
Pizza Hut and KFC stores in Spain and has
extensive experience as an owner/operator
of KFC branded restaurants in Europe as a
co-founder and managing director of a res
-
taurant operating company that grew from 14
to more than 130 restaurants prior to being
acquired by AmRest.
Malena is fluent in English, French and
Spanish and holds a Business Administra-
tion and Management (ADE) degree from the
ICADE School of Business and Economics.
PAGE 52RESTAURANT BRANDS’ BOARD OF DIRECTORSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022NON-GAAP FINANCIAL MEASURES
$NZ000’s
31 Dec 2022
52 weeks
vs Prior
%
31 Dec 2021
52 weeks
Sales
Total New Zealand sales529,15814.8461,120
Total Australia sales283,39716.1244,104
Total Hawaii sales2 47, 4 5 919.8206,506
Total California sales17 9,0 3 514.4156,516
Total sales1,239,04816.01,068,246
Other revenue5 9, 17 028.146,195
Total operating revenue1,298,21816.51,114,441
Cost of goods sold(1,077,075)(18.1)(912,359)
Gross margin221,1439.4202,082
Distribution expenses (8,244)3.6(8,555)
Marketing expenses(61,849)(10.8)(55,8 41)
General and administration expenses(61,445)(23.0)(49,974)
Government grants–n/a7, 1 6 5
Loan forgiveness–n/a11,419
Other items(2,900)31.3(4,219)
Operating profit 8 6 ,7 0 5(15.1)102,077
Financing expenses(44,528)( 2 2 .7 )(36,284)
Net profit before taxation42 , 17 7(35.9)65,793
Taxation expense (10,094)2 7. 4(13,912)
Total profit after taxation (NPAT)32,083(38.2)51,881
Concept EBITDA before G&A including
Government grants
% sales% sales
Total New Zealand89,54516.97. 583,31918.1
Total Australia31,20511.0(1.3)31,61413.0
Total Hawaii42,32217. 12 4 .733,93216.4
Total California17, 1 479.6(28.1)23,84915.2
Total concept EBITDA before G&A180,21914.54.317 2 ,7 1 416.2
Ratios
Net tangible assets per security (net tangible
assets divided by number of shares) in cents11.98.4
Cost of goods sold are direct costs of operating stores: food, paper, freight, labour and store overheads. Distribution expenses are
costs of distributing product from store. Marketing expenses are order centre, advertising and local store marketing expenses.
General and administration expenses (G&A) are non-store related overheads. Sales and concept EBITDA for each of the concepts
may not aggregate to the total due to rounding.
Consolidated income statement
FOR THE YEAR ENDED 31 DECEMBER 2022
The Group results are prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”) and comply with
New Zealand International Financial Reporting Standards (“NZ IFRS”). These financial statements include non-NZ GAAP financial measures
that are not prepared in accordance with NZ IFRS. The non-NZ GAAP financial measures used in this presentation are as follows:
– EBITDA including Government grants, G&A and other items. The Group calculates Earnings Before Interest, Tax, Depreciation and Amortisation
(“EBITDA”) before G&A (general and administration expenses) and other items by taking net profit before taxation and adding back (or deducting)
financing expenses, other items, depreciation, amortisation and G&A. The Group also refers to this measure as Store EBITDA before G&A and
other items. This measure provides the results of the Group’s core operating business and excludes those costs not directly attributable to
stores. This is believed to be a useful measure to assist in the understanding of the financial performance of the Group.
The term Store refers to the Group’s 10 operating divisions comprising the New Zealand brands (KFC, Pizza Hut, Taco Bell and Carl’s Jr.), the two
Australia brands (KFC and Taco Bell), the two Hawaii brands (Taco Bell and Pizza Hut), and the two California brands (KFC and Taco Bell). The
term G&A represents non-store related overheads.
– Total NPAT excluding the impact of NZ IFRS 16. Total Net Profit After Taxation (“NPAT”) excluding the impact of NZ IFRS16 is calculated by taking
profit after taxation attributable to shareholders and adding back (or deducting) lease items whilst also allowing for any tax impact of those
items. This measure reflects the performance of the business, excluding costs associated with the adoption of NZ IFRS 16 and is considered a
useful measure to assist with understanding the financial performance of the Group.
The Group believes that these non-NZ GAAP measures provide useful information to readers to assist in the understanding of the financial
performance and position of the Group but that they should not be viewed in isolation, nor considered as a substitute for measures reported
in accordance with IFRS. Non-NZ GAAP measures as reported by the Group may not be comparable to similarly titled amounts reported by
other companies.
The following is a reconciliation between these non-NZ GAAP measures and net profit after taxation:
$NZ000’s Note* 31 Dec 202231 Dec 2021
EBITDA including Government grants, before G&A and other items1180,01617 2 ,7 1 4
Depreciation(43,935)(36,94 4)
Net loss on sale of property, plant and equipment (included in depreciation)(952)(3,619)
Lease depreciation(41,282)(38,129)
Lease costs60,47353,993
Amortisation (included in cost of sales)(10,119)(9,231)
General and administration costs - area managers, general managers and support centre(54,596)(43,907)
Loan forgiveness-11,419
Other expenses(2,900)(4,219)
Operating profit8 6 ,7 0 5102,077
Financing expenses(44,528)(36,284)
Net profit before taxation 42 , 17 765,793
Taxation expense(10,094)(13,912)
Net profit after taxation32,08351,881
Add back IFRS 16 impact14,20813,586
Taxation expense on IFRS 16 impact(3,934)(3,986)
Total NPAT excluding the impact of NZ IFRS 16
242,35761,482
* Refers to the list of non-NZ GAAP measures as listed above.
Non-GAAP financial measures
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGE 56PAGE 57FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
FINANCIAL
STATEMENTS
DECEMBER 2022CONTENTS
Restaurant Brands New Zealand Limited is pleased to present its financial statements.
The results are for the year ended 31 December 2022 as compared to the year ended
31 December 2021.
Note disclosures are grouped into five sections which the Directors consider most relevant
when evaluating the financial performance of the Group.
SectionNote Reference
Performance1–3
Funding and equity4–7
Working capital8–12
Long term assets13–15
Other notes16–26
Significant accounting policies which are relevant to an understanding of the financial
statements and which summarise the measurement basis used are provided throughout the
notes and are denoted by the highlighted text surrounding them.
Directors’ statement58
Consolidated statement
of comprehensive income
59
Consolidated statement
of changes in equity
60
Consolidated statement
of financial position
61
Consolidated statement
of cash flows
62
Notes to and forming part
of the financial statements
64
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Financial Statements December 2022
Consolidated statement of comprehensive income
FOR THE YEAR ENDED 31 DECEMBER 2022
Directors’ statement
FOR THE YEAR ENDED 31 DECEMBER 2022
$NZ000’s Note 31 Dec 202231 Dec 2021
Store sales revenue1,21,239,0481,068,246
Other revenue
1,25 9, 17 046,195
Total operating revenue1,298,2181,114,441
Cost of goods sold(1,077,075)(912,359)
Gross profit221,143202,082
Distribution expenses(8,244)(8,555)
Marketing expenses(61,849)(55,8 41)
General and administration expenses(61,445)(49,974)
Government grants
2-7, 1 6 5
Loan forgiveness
2-11,419
Other income
22,465945
Other expenses
2(5,365)(5,164)
Operating profit8 6 ,7 0 5102,077
Financing expenses
4(44,528)(36,284)
Profit before taxation42 , 17 765,793
Taxation expense
16(10,094)(13,912)
Profit after taxation attributable to shareholders32,08351,881
Other comprehensive income:
Exchange differences on translating foreign operations10,5156,558
Derivative hedging reserve9541,820
Income tax relating to components of other comprehensive income(182)(370)
Other comprehensive income for the period, net of tax11,2878,008
Total comprehensive income for the period attributable to shareholders43,37059,889
Basic and diluted earnings per share (cents)
32 5.7 241.58
The accompanying accounting policies and notes form an integral part of the financial statements.
Emilio Fullaondo
Director
28 February 2023
The Directors of Restaurant Brands New Zealand Limited (Restaurant Brands)
are pleased to present the financial statements for Restaurant Brands and its
subsidiaries (together the Group) for the year ended 31 December 2022 contained
on pages 59 to 92.
Financial statements for each financial period fairly present the financial position
of the Group and its financial performance and cash flows for that period and have
been prepared using appropriate accounting policies, consistently applied and
supported by reasonable judgments and estimates and all relevant consolidated
financial reporting and accounting standards have been followed.
Proper accounting records have been kept that enable, with reasonable accuracy,
the determination of the financial position of the Group and facilitate compliance of
the financial statements with the Financial Markets Conduct Act 2013.
Adequate steps have been taken to safeguard the assets of the Group to prevent
and detect fraud and other irregularities.
The Directors hereby approve and authorise for issue the financial statements for
the year ended 31 December 2022.
For and on behalf of the Board:
José Parés
Chairman
28 February 2023
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
$NZ000’s Note 31 Dec 202231 Dec 2021
Non-current assets
Property, plant and equipment
13319,3022 7 6 ,74 8
Land held for development
117,0 8 4-
Right of use assets
146 0 7,7 6 5576,527
Sub-lease receivable962993
Other receivables-765
Intangible assets
15358,336348,216
Deferred tax asset
1643,62738,711
Total non-current assets1,337,0761,241,960
Current assets
Inventories
825,14022,261
Trade and other receivables
915,57011,012
Income tax receivable9,6169,452
Cash and cash equivalents
1029,86945,155
Total current assets80,1958 7, 8 8 0
Total assets1 , 417, 2 7 1 1,329,840
Equity attributable to shareholders
Share capital
7154,565154,565
Reserves
78,935(2,352)
Retained earnings129,6841 3 7, 5 2 4
Total equity attributable to shareholders293,1842 8 9,7 3 7
Non-current liabilities
Provisions
174,8584,479
Deferred income
1880417 3
Loans
4280,281246,887
Lease liabilities
14685,332643,072
Deferred tax liabilities
16-1,136
Total non-current liabilities971,2758 9 5 ,747
Current liabilities
Income tax payable1,4805,280
Trade and other payables
12119,290110,476
Provisions
171,8661,304
Lease liabilities
1429,59925,609
Deferred income
18577770
Derivative financial instruments
5-917
Total current liabilities152,812144,356
Total liabilities1,124,0871,040,103
Total equity and liabilities1 , 417, 2 7 11,329,840
The accompanying accounting policies and notes form an integral part of the financial statements.
Consolidated statement of financial position
AS AT 31 DECEMBER 2022
Consolidated statement of changes in equity
FOR THE YEAR ENDED 31 DECEMBER 2022
$NZ000’s Note
Share
capital
Foreign
currency
translation
reserve
Derivative
hedging
reserve
Retained
earningsTotal
For the year ended 31 December 2021
Balance at 1 January 2021154,565(8,038)(2,322)85,643 229,848
Comprehensive income
Profit after taxation attributable to shareholders – – – 51,88151,881
Other comprehensive income
Movement in foreign currency translation reserve – 6,558 – – 6,558
Movement in derivative hedging reserve – – 1,450 – 1,450
Total other comprehensive income – 6,5581,450 – 8,008
Total comprehensive income – 6,5581,45051,881 59,889
Balance as at 31 December 2021
7154,565(1,480)(872)1 3 7, 5 2 42 8 9,7 3 7
For the year ended 31 December 2022
Balance at 1 January 2022154,565 (1,480)(872)1 3 7, 5 2 4 2 8 9,7 3 7
Comprehensive income
Profit after taxation attributable to shareholders–– – 32,08332,083
Other comprehensive income
Movement in foreign currency translation reserve–10,415100–10,515
Movement in derivative hedging reserve – –772–772
Total other comprehensive income – 10,415872 – 11,287
Total comprehensive income – 10,41587232,08343,370
Transactions with owners
Net dividend distributed–––(39,923)(39,923)
Total transactions with owners–––(39,923)(39,923)
Balance as at 31 December 2022
7154,565 8,935–129,684293,184
The accompanying accounting policies and notes form an integral part of the financial statements.
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Consolidated statement of cash flows (continued)
Consolidated statement of cash flows
FOR THE YEAR ENDED 31 DECEMBER 2022
$NZ000’s Note 31 Dec 202231 Dec 2021
Cash flow from operating activities
Cash was provided by/(applied to):
Receipts from customers 1,295,5201,114,474
Receipts from Government grants
2 -7, 1 6 5
Payments to suppliers and employees(1,109,499)(940,494)
Interest paid(10,901)( 6 ,7 0 1 )
Interest paid on leases
14(33,429)(29,450)
Payment of income tax(20,097)(18,619)
Net cash from operating activities 121,594126,375
Cash flow from investing activities
Cash was (applied to)/provided by:
Acquisition of business
25(1,087)( 2 7, 9 9 2 )
Payments for intangibles(1,559)(2,889)
Purchase of property, plant and equipment(90,515)(82,564)
Proceeds from the disposal of property, plant and equipment1,5912,620
Landlord contributions received -1,257
Net cash used in investing activities(91,570)(109,568)
Cash flow from financing activities
Cash was provided by/(applied to):
Proceeds from loans5 2 7, 8 3 4370,529
Repayment of loans(506,397)(356,046)
Dividend paid to shareholders(39,923)-
Payments for lease principal
14( 2 7,0 4 4)(24,543)
Net cash used in financing activities(45,530)(10,060)
Net (decrease) / increase in cash and cash equivalents(15,506)6 ,747
Cash and cash equivalents at beginning of the year45,15535,666
Opening cash balances acquired on acquisition-1,264
Foreign exchange movements2201,478
Cash and cash equivalents at the end of the year29,86945,155
Cash and cash equivalents comprise:
Cash on hand
10678640
Cash at bank
1029,1914 4,515
29,86945,155
The accompanying accounting policies and notes form an integral part of the financial statements.
$NZ000’s Note 31 Dec 202231 Dec 2021
Reconciliation of profit after taxation with net cash from
operating activities:
Total profit after taxation attributable to shareholders 32,08351,881
Add items classified as investing activities
Gain on acquisition
2 (842)-
Loss on disposal of property, plant and equipment 9492,673
107 2,673
Add/(less) non-cash items
Depreciation 85,22075,931
Loan forgiveness
2 -(11,419)
Lease termination -(233)
Increase/(decrease) in provisions 941(145)
Amortisation 10,1189,231
Impairment of property, plant and equipment 1,209 -
Net (increase) / decrease in deferred tax asset (6, 217 )536
91,27173,901
Add/(less) movement in working capital
Increase in inventories (2,648)(5,526)
Decrease in trade and other receivables 1,2651,094
Increase in trade and other payables 3,3037, 5 9 7
Decrease in income tax payable (3 ,7 8 7 )(5,245)
(1,867)(2,080)
Net cash from operating activities 121,594126,375
Reconciliation of movement in loans
Opening balance246,887235,639
Net cash flow from financing activities 21,43714,483
(Increase) / decrease in prepaid facility costs (92)256
Loan forgiveness -(11,419)
Foreign exchange movement12,0497, 9 2 8
Closing balance
280,281246,887
The accompanying accounting policies and notes form an integral part of the financial statements.
FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTS
Notes to and forming
part of the financial
statements
FOR THE YEAR ENDED 31 DECEMBER 2022
NOTEPAGE
Basis of preparation65
Performance
1. Segmental reporting67
2. Revenue and expenses69
3. Earnings per share71
Funding and equity
4. Loans72
5. Derivatives and hedge accounting73
6. Financial risk management75
7. Equity and reserves77
Working capital
8. Inventories77
9. Trade and other receivables78
10. Cash and cash equivalents78
11. Land held for development79
12. Trade and other payables79
Long term assets
13. Property, plant and equipment80
14. NZ IFRS 16 - Leases82
15. Intangibles83
Other notes
16. Taxation86
17. Provisions88
18. Deferred income88
19. Related party transactions89
20. Commitments89
21. Contingent liabilities89
22. Subsequent events90
23. Fees paid to auditor90
24. Donations90
25. Business combinations90
26. Deed of Cross Guarantee91
Reporting entity
The reporting entity is the consolidated group (the “Group”) comprising the economic entity Restaurant Brands New Zealand Limited (the
“Company”) and its subsidiaries. Restaurant Brands New Zealand is a limited liability company incorporated and domiciled in New Zealand.
The principal activity of the Group is the operation of quick service and takeaway restaurant concepts in New Zealand, Australia, California,
and Hawaii (including Saipan and Guam).
Restaurant Brands New Zealand Limited is registered under the Companies Act 1993 and is a FMC reporting entity under Part 7 of the
Financial Markets Conduct Act 2013. The address of its registered office is Level 3, Building 7, Central Park, 666 Great South Road, Penrose,
Auckland. The Company is listed on the New Zealand Stock Exchange (“NZX”) and the Australian Securities Exchange (“ASX”). The Group is
designated as a for-profit entity for financial reporting purposes.
Subsidiaries of the Company are as follows:
NAMEN AT U R E
Restaurant Brands LimitedRestaurant operating
Restaurant Brands Australia Pty LimitedRestaurant operating
QSR Pty LimitedRestaurant operating
Taco Aloha Inc.Restaurant operating
Hawaii Pizza Hut Inc.Restaurant operating
Pizza Hut of Guam, Inc.Restaurant operating
Pizza Hut of Saipan, Inc.Restaurant operating
TB Guam Inc.Restaurant operating
RBD California Restaurants LimitedRestaurant operating
RBD US Holdings LimitedInvestment holding
Pacific Island Restaurants Inc.Investment holding
TD Food Group Inc.Investment holding
RB Holdings LimitedInvestment holding
RBP Holdings LimitedInvestment holding
RBDNZ Holdings LimitedInvestment holding
RBN Holdings LimitedInvestment holding
Restaurant Brands Australia Holdings Pty LimitedInvestment holding
Restaurant Brands Properties LimitedProperty holding
Restaurant Brands Nominees LimitedEmployee share option plan trustee
Restaurant Brands Pizza LimitedNon-trading
Basis of preparation
The financial statements of the Group have been prepared in accordance with:
–New Zealand Generally Accepted Accounting Practice (“NZ GAAP”)
–Part 7 of the Financial Markets Conduct Act 2013
–NZX Main Board Listing Rules
They comply with New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”), NZ IFRIC interpretations, and other
applicable Financial Reporting Standards, as appropriate for a for-profit entity. The financial statements comply with International Financial
Reporting Standards (“IFRS”) as issued by the IASB.
The measurement basis adopted in the preparation of these financial statements is historical cost, modified by the revaluation of certain
investments and financial instruments as identified in the accompanying notes. The financial statements are presented in New Zealand
dollars, rounded where necessary to the nearest thousand dollars. The principal accounting policies applied in the preparation of these
financial statements are set out in the accompanying notes including where an accounting policy choice is provided by NZ IFRS, is new or
has changed, is specific to the Group’s operations or is significant or material. These policies have been consistently applied to all the periods
presented, unless otherwise stated.
PAGE 64
Basis of preparation
FOR THE YEAR ENDED 31 DECEMBER 2022
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Performance
1. SEGMENTAL REPORTING
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers.
The Group is split into four geographically distinct operating divisions; New Zealand, Australia, Hawaii and California. The chief operating
decision makers, responsible for allocating resources and assessing performance of the operating segments, have been identified as the
Group Chief Executive Officer (Group CEO) and Group Chief Financial Officer (Group CFO). The chief operating decision makers consider
the performance of the business from a geographic perspective, being New Zealand, Australia, Hawaii (including Guam and Saipan) and
California while the performance of the corporate support function is assessed separately.
The Group is therefore organised into four operating segments, depicting the four geographic regions the Group operates in and the
corporate support function located in New Zealand. All segments operate quick service and takeaway restaurant concepts. All operating
revenue is from external customers.
The Group evaluates performance and allocates resources to its operating segments on the basis of segment assets, segment revenues,
concept EBITDA before general and administration expenses, NZ IFRS 16 and operating profit before other items. Operating profit refers to
earnings before interest and taxation. Operating revenue is from external customers.
Segment assets include items directly attributable to the segment (i.e. property, plant and equipment, intangible assets and inventories).
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets other
than goodwill. The Group has not disclosed segment liabilities as the chief operating decision makers evaluate performance and allocate
resources purely on the basis of aggregated Group liabilities.
31 December 2022
$NZ000’s New ZealandAustraliaHawaiiCalifornia
Corporate
support
functionTotal
Business segment
Store sales revenue529,157283,3972 47, 4 5 9179,035-1,239,048
Other revenue56,9611,329880--5 9,17 0
Total operating revenue 586,1182 8 4 ,7 2 6248,33917 9,0 3 5-1,298,218
EBITDA before general and administration expenses,
NZ IFRS 16 and other items
89,405 31,18442,30417, 1 2 3 –180,016
General and administration expenses (16,521)(14,293)(10,862)(9,024)(3,896)(54,596)
72,884 16,891 31,442 8,099(3,896) 125,420
Other income -1,622-843-2,465
Other expenses(698)(1,0 47 )-915(4,535)(5,365)
Depreciation(20,235)(12,480)(7,976)(4,17 2 )(24)(44,887)
Amortisation(1,538)(1,308)(1,378)( 5 ,7 8 4)(110)(10,118)
Operating profit before NZ IFRS 1650,4133,67822,088(99)(8,565)6 7, 51 5
Adjustment for NZ IFRS 169,4524,9452,4502,343–19,190
Operating profit59,8658,62324,5382,244 (8,565)8 6 ,7 0 5
Financing expenses(13,496)(12,838)(6,092)(12,090)(12)(44,528)
Taxation expenses(12,113)1,329(4,758)3,1552,293(10,094)
Net profit after taxation (NPAT)34,256(2,886)13,688(6,691)(6,284)32,083
Current assets3 7,0 4 416,96416,9809,207–80,195
Non-current assets17 7,6 2 7224,925197,6201 2 8 ,17 7-728,349
Non-current lease assets
(excluding lease deferred tax)187,777155,35588,55417 7,0 41-6 0 8 ,7 2 7
Total assets402,4483 9 7, 2 4 4303,154314,425-1 , 417, 2 7 1
Capital expenditure including intangibles43,07823,10514,4021 0 ,7 2 5–91,310
New standards and amendments
There are various standards, amendments and interpretations which are published but not yet effective and were assessed as having an
immaterial impact on the Group. There are no NZ IFRS, NZ IFRIC interpretations or other applicable IFRS that are effective for the first time
for the financial year beginning on or after 1 January 2022 that had a material impact on the financial statements.
Use of non-GAAP measures within the financial statements
The financial statements include non-GAAP financial measures that are not prepared in accordance with NZ IFRS. The non-GAAP financial
measures used in the financial statements are referenced below along with an explanation as to why these measures provide relevant and
reliable information for investors and how the Group uses the information internally:
– Operating profit before NZ IFRS 16 - Operating profit before NZ IFRS 16 is used by the Group to review the underlying operating profit without the
non-cash adjustment relating to NZ IFRS 16 - Leases. This is how many of the external users of the financial statements also view the performance
of the business.
– EBITDA - Earnings Before Interest, Tax, Depreciation and Amortisation is a key business measure that provides information on the business on
a cash basis before funding and tax costs. This is a key measure used by the banks, with the Group’s debt covenants based on this figure, and
also is a key assumption within the impairment testing because it reflects how management evaluates and manages the performance of its cash
generating units.
– EBITDA before general and administration expenses, NZ IFRS 16 and other items - The Group calculates Earnings Before Interest, Tax,
Depreciation and Amortisation (“EBITDA”) before G&A (general and administration expenses) and other items by taking net profit before
taxation and adding back (or deducting) financing expenses, other items, depreciation, amortisation and G&A. The Group also refers to
this measure as Concept EBITDA before G&A and other items. This measure provides the results of the Group’s core operating business
and excludes those costs not directly attributable to stores. This is believed to be a useful measure to assist in the understanding of the
financial performance of the Group.
– Net profit after taxation excluding NZ IFRS 16 - This is calculated by taking profit after taxation attributable to shareholders and adding back (or
deducting) lease items whilst also allowing for any tax impact of those items. This measure reflects the performance of the business, excluding
costs associated with NZ IFRS 16 and is considered a useful measure to assist with understanding the financial performance of the Group.
– Capital expenditure including intangibles - This represents additions to property, plant and equipment and intangible assets. This measure
represents the amount of investment in the business and is therefore a useful measure to assist the understanding of the Group’s financial position.
– Other items - These relate to non-core business items disclosed as other income and other expenses as set out in note 2.
References to EBITA, EBITDA and EBITDAL within note 4 relate to the debt covenants specified by the banks and therefore these constitute
non-GAAP measures used by the Group within the financial statements.
The Group believes that these non-GAAP measures provide useful information to readers to assist in the understanding of the financial
performance and position of the Group but that they should not be viewed in isolation, nor considered as a substitute for measures reported
in accordance with NZ IFRS. The non-GAAP measures presented do not have a standardised meaning prescribed by GAAP and therefore may
not be comparable to similar financial information presented by other entities. These non-GAAP measures are used by the key management
in making the business decisions for the Group as shown in note 1.
These audited financial statements were authorised for issue on 28 February 2023 by the Board of Directors who do not have the power to
amend afterwards.
Judgments and estimations
Significant accounting policies and critical estimates and assumptions are disclosed in the relevant notes to the consolidated financial
statements and identified using coloured boxes. By definition these will seldom equal the actual results. Estimates and judgments are
continually verified, and are based on professional experience and various factors, including expectations of future events, that are deemed
to be justified in given circumstances. Revisions to estimates are recognised prospectively. These policies have been consistently applied to
all the years presented, unless otherwise stated.
All companies face risks and opportunities derived from the climate and are having to make strategic decisions in this area. In 2022, the
Group established an ESG Management Committee to assess the relevant climate risks that impact the business in conjunction with climate-
related disclosure requirements that will be applicable in the future. The impacts of climate risks on financial statements are broad and
potentially complex and will depend on the specific risks of the sector.
When the future is analysed, probability scenarios are presented where not only the physical consequences of climate change are assessed,
but also the changes in environmental regulations to face it. Both physical risks such as susceptibility of stores and other key locations
to rising sea levels and flooding, and transitional risks pose a number of threats and opportunities to overall financial stability, potentially
influencing financial markets in the future.
The Group has performed an initial assessment of potential climate-related risks and considered the location of the restaurants and other
key operations in each region that it operates in and concluded that there is no material impact on the current financial statements. Climate
risk has been incorporated into the estimates and judgments in relation to the future use of assets for accounting purposes, there is no
material impact on the current financial statements.
Notes to and forming part of the
financial statements
FOR THE YEAR ENDED 31 DECEMBER 2022
Basis of preparation (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
2. REVENUE AND EXPENSES
OPERATING REVENUE
Store sales revenue
Store sales revenue from the sale of goods is recognised at point of sale, measured at the fair value of the consideration received, net of
returns, discounts, and excluding GST.
Other revenue
Other revenue includes sale of goods and services to independent franchisees. Sale of goods, including cost of freight, are recognised similar
to store sales revenue. Sale of services is recognised over time as the independent franchisee simultaneously receives and consumes the
benefit provided by the Group. Royalties received are based on the revenue generated by the independent franchisees, recognised over time.
Also included in other revenue is revenue related to the sale of new stores developed and constructed under contract to franchisees. Under
the terms of the contracts, the Group is contractually restricted from redirecting the properties to another customer and has an enforceable
right to payment for work done. Revenue from construction of stores is therefore recognised over time using a cost-to-cost method i.e. based
on the portion of the contracted costs incurred for work performed to date relative to the estimated total cost.
OPERATING EXPENSES
Royalties paid
$NZ000’s 31 Dec 202231 Dec 2021
Royalties paid72,39362,533
Royalties are recognised as an expense as revenue is earned.
Wages and salaries
$NZ000’s 31 Dec 202231 Dec 2021
Wages and salaries3 47, 9 5 7310,654
(Increase)/decrease in liability for long service leave(455)259
3 47, 5 0 2310,913
Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave, that are expected to be settled wholly within
12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up
to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
31 December 2021
$NZ000’s New ZealandAustraliaHawaiiCalifornia
Corporate
support
functionTotal
Business segment
Store sales revenue461,120244,104206,506156,516-1,068,246
Other revenue46,195----46,195
Total operating revenue 5 0 7, 3 1 5244,104206,506156,516-1,114,441
EBITDA before general and administration expenses,
NZ IFRS 16 and other items
76,15431,61433,93223,849–165,549
Government grants7, 1 6 5----7, 1 6 5
General and administration expenses(13,853)(10,870)(8,940)(8,146)( 2,417 )(44,226)
69,4662 0,74 424,9921 5,7 0 3( 2 , 417 )128,488
Other income945-11,419--12,364
Other expenses95(726)-(641)(3,892)(5,164)
Depreciation(18,446)(10,357)( 7,7 7 9 )(3,643)(17 )(40,242)
Amortisation( 1 ,7 0 7 )(1,198)(1,266)(5,060)-(9,231)
Operating profit before NZ IFRS 1650,3538,4632 7, 3 6 66,359(6,326)86,215
Adjustment for NZ IFRS 168,1874,2791,8601,536–15,862
Operating profit58,5401 2 ,74 229,2267, 8 9 5(6,326)102,077
Financing expenses(12,470)(10,921)(4,854)(8,295)256(36,284)
Taxation expenses(12,200)(4 47 )(3,423)4581 ,7 0 0(13,912)
Net profit after taxation (NPAT)33,8701 ,37420,94958(4,370)51,881
Current assets49,60612,60814,9011 0 ,7 6 5–8 7, 8 8 0
Non-current assets155,956213,67217 9,7 6 4115,048-664,440
Non-current lease assets
(excluding lease deferred tax)184,393151,65978,643162,825–5 7 7, 5 2 0
Total assets389,955377,939273,308288,638-1,329,840
Capital expenditure including intangibles40,31221,51817,7 0 65 ,7 9 8–85,334
1.1 RECONCILIATION BETWEEN OPERATING PROFIT AND NET PROFIT AFTER TAXATION EXCLUDING NZ IFRS 16
$NZ000’s 31 Dec 202231 Dec 2021
Operating profit8 6 ,7 0 5102,077
Financing expenses(44,528)(36,284)
Net profit before taxation42 , 17 765,793
Taxation expense(10,094)(13,912)
Net profit after taxation32,08351,881
Add back net financing impact of NZ IFRS 1614,20813,586
Less taxation expense on NZ IFRS 16(3,934)(3,985)
Net profit after taxation excluding NZ IFRS 1642,35761,482
Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Government grants
$NZ000’s 31 Dec 202231 Dec 2021
Government grants-7, 1 6 5
During 2021 as part of the New Zealand Government’s response to COVID-19 the Group received a Government wage subsidy of $7.2 million
due to an Alert Level 4 lockdown initiated in August 2021. This has been included as a separate line item on the consolidated statement of
comprehensive income. The Group views these as a credit against wage and salaries costs, however due to the material nature of the subsidy
it has been disclosed separately. It has been included as receipts from Government grants in the consolidated statement of cash flows.
Government grants are recognised when there is reasonable assurance that the company will comply with the conditions attached to the grant
and the grant will be received. A forgivable loan from the government is treated as a government grant when there is reasonable assurance that
the company will meet the terms for forgiveness of the loan.
The Group will recognise a grant using the income approach with the grant recognised in profit and loss over the period in which the company
recognises as expenses the related costs for which the grant is intended to compensate.
Lease expenses
$NZ000’s 31 Dec 202231 Dec 2021
Lease expenses7, 9 6 05,222
This relates to short term and variable lease costs included in the consolidated statement of comprehensive income not included in NZ IFRS
16 costs. Included in the above is rent relief of $0.2 million (Dec 2021: $0.5 million) which has been received during the year and has been
included as a negative variable rent within the consolidated statement of comprehensive income. Contracts with abatement clauses total
$0.1 million (Dec 2021: $0.3 million) whilst those without abatement clauses total $0.1 million (Dec 2021: $0.2 million).
Other income
$NZ000’s 31 Dec 202231 Dec 2021
Insurance recovery1,623-
Gain on acquisition842-
Net gain on the sale of stores-945
Loan forgiveness-11,419
2,46512,364
Insurance recovery
This relates to the value of assets replaced following flood damage in Australia being higher than the carrying value of the assets being replaced
under a full replacement insurance policy. Proceeds of $2.0 million was received off-set by $0.4 million of assets write-offs.
Gain on acquisition
This is the result of the net assets included in an acquisition of a store in California being higher than the net consideration paid, refer note 25.
Net gain on the sale of stores
During 2021 the Group sold five Pizza Hut stores to independent franchisees resulting in a gain of $0.9 million.
Loan forgiveness
In June 2021 the Hawaii Paycheck Protection Programme loan was forgiven by the US Small Business Association. This amount is shown on a
separate line in the consolidated statement of comprehensive income due to its material nature. The loan forgiveness has been shown as a non-cash
item in the cash flow reconciliation of profit after taxation with net cash from operating activities.
Other expenses
$NZ000’s 31 Dec 202231 Dec 2021
Acquisition costs-(715)
IT system implementation (4,014)(4,189)
Unused franchise rights-(260)
Store closure(1,047 )-
Net impairment of fixed assets(162)-
Other(142)-
Total other expenses(5,365)(5,164)
IT system implementation
As a result of an agenda decision issued in 2021 by the International Financial Reporting Interpretation Committee (IFRIC) clarifying the
accounting treatment for software implementation costs in cloud computing arrangements, the Group expensed $4.0 million in relation to
its group-wide IT system implementation during the year (Dec 2021: $4.2 million).
Store closure
Costs relating to the closure of a Taco Bell store in Australia following the decision to permanently close the store including the write-off of
the net book value of the store’s fixed assets.
Net impairment of fixed assets
Following a detailed review of all operating stores, previous asset impairments provisions of $3.1 million relating to stores in New Zealand and
California were released whilst $3.3 million of new impairments on stores in New Zealand, Australia and California were taken up. The Group
has $3.6 million in asset impairment provisions at 31 December 2022, refer note 13.
3. EARNINGS PER SHARE
31 Dec 202231 Dec 2021
Basic earnings per share
Profit after taxation attributable to the shareholders ($NZ000’s)32,08351,881
Weighted average number of shares on issue (000’s)1 2 4 ,7 5 9124,759
Basic earnings per share (cents)2 5.7 241.58
Diluted earnings per share
Profit after taxation attributable to the shareholders ($NZ000’s)32,08351,881
Weighted average number of shares on issue (000’s)1 2 4 ,7 5 9124,759
Basic earnings per share (cents)2 5.7 241.58
Basic earnings per share (EPS) is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the period. Diluted EPS reflects any commitments the Company has to issue shares in
the future that would decrease EPS. There are no commitments of this nature currently in place.
Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Funding And Equity
4. LOANS
$NZ000’s31 Dec 202231 Dec 2021
Secured bank loans denominated in:
NZD29,00010,000
AUD92,82180,671
USD159,0551 5 6 ,7 1 9
Secured bank loans 280,8762 47, 3 9 0
A loan is classified as current if it is due for repayment within 12 months of the Group’s year end.
Current--
Non-current280,876 2 47, 3 9 0
Secured bank loans 280,8762 47, 3 9 0
$NZ000’s
Secured bank loans280,8762 47, 3 9 0
Less prepaid facility fees(595)(503)
Loan balance280,281246,887
Included in the loans balance in the consolidated statement of financial position is $0.6 million (Dec 2021: $0.5 million) relating to prepaid
facility fees that are being amortised over the term of the loan facilities.
Facilities
On 15 December 2022 the Group renewed its bank facilities as the majority of the 2020 facility was expiring on 1 May 2023. The facilities are
split between NZD, USD and AUD tranches, most of the tranches are four year terms with the remainder expiring in five years.
The Group has loan facilities in place totalling $374.9 million with the following financial institutions:
– Westpac Banking Corporation - $NZ20.0 million and $A70.0 million facility with $NZ12.0 million and $A42.0 million expiring on 14 December
2026 with the remaining $NZ8.0 million and $A28.0 million expiring on 14 December 2027,
– Bank of China - $NZ20.0 million and $A40.0 million facility with $NZ12.0 million and $A24.0 million expiring on 14 December 2026 with the
remaining $NZ8.0 million and $A16.0 million expiring on 14 December 2027,
– J P Morgan - $US75.0 million facility with $US45.0 million expiring on 14 December 2026 with the remaining $US30.0 million expiring on
14 December 2027, and
– Rabobank - $NZ20.0 million and $US50.0 million facility with $NZ12.0 million and $US30.0 million expiring on 14 December 2026 with the
remaining $NZ8.0 million and $US20.0 million expiring on 14 December 2027.
Security
As security over the AUD and NZD loans, banks hold a negative pledge deed between Restaurant Brands New Zealand Limited and all its
Australian and New Zealand subsidiary companies. The negative pledge deed includes all obligations and cross guarantees between the
guaranteeing subsidiaries.
As security over the USD debt facility, the bank holds guarantees and security over the USA businesses (Hawaii and California).
The Group also has indemnity guarantees of $3.5 million across various properties leased in New Zealand and Australia, a standby letter of
credit of $4.0 million in California, and a standby letter of credit in Hawaii of $0.5 million.
The Group is subject to a number of externally imposed bank covenants as part of the terms of its secured bank loan facilities.
The most significant covenants relating directly to capital management are the ratio of total debt to earnings before interest, tax and
amortisation (EBITA) and restrictions relating to acquiring its own shares. The covenants are unchanged from the previous facility.
The specific covenants relating to financial ratios the Group is required to meet under the new agreements are:
–debt coverage ratio (i.e. net debt to EBITDA),
– fixed charge coverage ratio (EBITDAL to fixed charges), with EBITDAL being EBITDA before lease costs, fixed charges comprising interest
and lease costs,
–guaranteeing Group assets ratio (i.e. total guaranteeing Group tangible assets to total consolidated Group tangible assets), and
–guaranteeing Group earnings ratio (i.e. non-guaranteeing Group EBITDA to the consolidated Group EBITDA).
These ratios exclude the impact of NZ IFRS 16 - Leases.
The covenants are reported to the bank on a six monthly basis, whilst the Board reviews covenant compliance on a monthly basis.
There have been no breaches of the covenants during the period (Dec 2021: no breaches). There are also no forecast breaches of covenants.
The carrying value equates to fair value. For more information about the Group’s exposure to interest rate and foreign currency risk
see note 6.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any
difference between the proceeds (net of transaction costs) and the redemption value, if any, is recognised in the consolidated statement of
comprehensive income over the period of the borrowings using the effective interest method.
Financing expense
$NZ000’s31 Dec 202231 Dec 2021
Financing expense – lease33,39929,450
Finance expense – bank11,1296,834
Financing expenses44,52836,284
Included within the period ended 31 December 2022 is $33.4 million (Dec 2021: $29.5 million) of interest relating to leases recognised in
accordance with NZ IFRS 16.
Financing expenses comprise: interest payable on borrowings calculated using the effective interest rate method; interest received on funds
invested calculated using the effective interest rate method; lease interest (note 14); foreign exchange gains and losses; gains and losses on
certain financial instruments that are recognised in profit or loss in the consolidated statement of comprehensive income; unwinding of the
discount on provisions and impairment losses on financial assets.
5. DERIVATIVES AND HEDGE ACCOUNTING
$NZ000’s31 Dec 202231 Dec 2021
Term
Fair value of interest rate swaps-917
Derivative financial instruments-917
Change in fair value of interest rate swaps-1 ,7 8 1
Change in value of hedge item used to determine hedge effectiveness-( 1 ,7 8 1 )
The Group currently does not hold any interest rate swaps with a number of previously held swaps maturing during the year not being replaced.
Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Financial Assets
The Group classifies its financial assets as those to be measured at amortised cost (loans, receivables and non-derivative financial instruments),
and those to be measured subsequently at fair value either through OCI or through profit or loss (derivative financial instruments).
Financial assets held at amortised cost
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They
are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current
assets. The Group’s loans and receivables comprise trade receivables, other debtors and cash and cash equivalents in the consolidated
statement of financial position.
Financial assets that are stated at cost or amortised cost are reviewed individually at balance date to determine whether there is objective
evidence of impairment. Any impairment losses are recognised in profit or loss in the consolidated statement of comprehensive income.
Financial instruments
A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets
are derecognised when the Group’s contractual rights to the cash flows from the financial assets expire or when the Group transfers the
financial asset to another party without retaining control or substantially all risks and rewards of the asset. Regular way purchases and sales of
financial assets are accounted for at trade date, i.e. the date that the Group commits itself to purchase or sell the asset. Financial liabilities are
derecognised when the Group’s obligations specified in the contract expire or are discharged or cancelled.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade receivables and other debtors, which are initially recognised at fair value plus transaction
costs and subsequently measured at amortised cost, cash and cash equivalents, loans and borrowings (initially recognised at fair value plus
transaction costs and subsequently measured at amortised cost), and trade and other payables which are initially recognised at fair value and
subsequently measured at amortised cost.
Derivative financial instruments
The Group uses derivative financial instruments to manage the exposures that arise due to movements in foreign currency exchange rates
and interest rates arising from operational, financing and investment activities. The Group does not hold derivative financial instruments
for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for at fair value through profit or loss.
Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host
contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would
meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss.
Financial assets and financial liabilities by category
$NZ000’s31 Dec 202231 Dec 2021
Loans and receivables
Trade receivables6,0233 ,7 17
Other receivables3,4161,332
Cash and cash equivalents 29,86945,155
39,30850,204
Derivatives used for hedging
Derivative financial instruments – liabilities -917
-917
Financial liabilities at amortised cost
Loans (excluding prepaid facility fees)280,8762 47, 3 9 0
Trade and other payables (excluding indirect and other taxes and employee benefits)81,46977,677
362,372325,067
6. FINANCIAL RISK MANAGEMENT
Exposure to credit, interest rate and foreign currency risks arises in the normal course of the Group’s business. Derivative financial
instruments may be used to hedge exposure to fluctuations in foreign currency exchange rates and interest rates.
(a) Foreign currency risk
The Group is exposed to foreign currency risk on purchases that are denominated in a currency other than the New Zealand dollar. The
currencies giving rise to this risk are primarily Australian dollars and United States dollars.
The direct exposure to foreign currency risk is small and is primarily confined to raw material purchases, some items of capital equipment
and some franchise fee payments. Where any one item is significant, the Group will specifically hedge its exposure.
The Group has an indirect exposure to foreign currency risk on some of its locally sourced ingredients, where those ingredients in turn have
a high imported component. Where this is significant the Group contracts to a known purchase price with its domestic supplier based on a
forward cover position taken by that supplier on its imported components. There is currently no hedging cover in place.
The Group has a foreign currency risk on its assets and liabilities that are denominated in Australian and US dollars as part of its Australian
and US investments.
(b) Interest rate risk
The Group’s main interest rate risk arises from bank loans. Based on a number of scenarios, the Group calculates the impact on profit or loss
of a defined interest rate shift. Based on these scenarios the maximum loss potential is assessed by management as to whether it is within
acceptable limits.
Where necessary the Group hedges its exposure to changes in interest rates primarily through the use of interest rate swaps. There are
guidelines as to the minimum prescribed level of hedging (zero to 100 percent), set out by the Board, however the Board reviews all swaps
before they are entered into.
(c) Liquidity risk
In respect of the Group’s cash balances, non-derivative financial liabilities and derivative financial liabilities, the following table analyses the
amounts into relevant maturity groupings based on the remaining period at balance date to the contractual maturity date, along with their
effective interest rates at balance date. The amounts disclosed in the table are the contractual undiscounted cash flows.
$NZ000’s
Effective
interest rateTotal
Less than
1 year
Between
1 and 5 years
31 Dec 2022
Cash on hand-678678-
Cash at bank0.35%29,19129,191-
Money market deposit----
Bank term loan – principal (NZD)7. 2 7 %(29,000)-(29,000)
Bank term loan – principal (AUD)5.25%(92,821)-(92,821)
Bank term loan – principal (USD)6.34%(159,055)-(159,055)
Bank term loan – expected interest6.07%(82,323)(16,923)(65,400)
Derivative financial instruments----
Trade and other payables (excluding indirect and
other taxes and employee benefits)-(80,970)(80,970)-
(414,300)(68,024)(346,276)
31 Dec 2021
Cash on hand-640640-
Cash at bank0.25%24,11524,115-
Money market deposit0 .7 0 %20,40020,400-
Bank term loan – principal (NZD)7. 8 3 %(10,000)-(10,000)
Bank term loan – principal (AUD)3.13%(80,671)-(80,671)
Bank term loan – principal (USD)2.25%( 1 5 6 ,7 1 9 )-( 1 5 6 ,7 1 9 )
Bank term loan – expected interest2 .7 6 %(8,0 47 )(4,858)(3,189)
Derivative financial instruments-(762)(762)-
Trade and other payables (excluding indirect and
other taxes and employee benefits)-( 7 7,0 8 7 )( 7 7,0 8 7 )-
(288,131)(3 7, 5 5 2 )(250,579)
Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Prudent liquidity risk management implies the availability of funding through adequate amounts of committed credit facilities. The Group
aims to maintain flexibility in funding by keeping committed credit lines available.
The Group has a negative working capital balance as the nature of the business results in most sales conducted on a cash basis. The Group
has bank funding facilities, excluding overdraft facilities, of $374.9 million (Dec 2021: $359.8 million) available at variable rates. The amount
undrawn at balance date was $94.0 million (Dec 2021: $112.5 million) and therefore the Group has the ability to fully pay debts as they fall due.
The Group has lease liabilities with future cash payments as disclosed in the table below:
$NZ000’s31 Dec 202231 Dec 2021
Within one year62,90956,801
One to five years243,425224,436
Beyond 5 years870,703802,240
1 , 17 7,0 3 71,083,477
This includes future lease options that the Group currently expects to exercise and is not discounted for the future nature of payments. This
does not reflect the Group’s future contractual minimum payments.
(d) Credit risk
Credit risk arises from cash deposits with banks and financial institutions and outstanding trade and other receivables.
No collateral is required in respect of financial assets. Management has a credit policy in place and the exposure to credit risk is monitored
on an ongoing basis. The nature of the business results in most sales being conducted on a cash basis that significantly reduces the risk that
the Group is exposed to. Reputable financial institutions are used for investing and cash handling purposes.
There were no financial assets past due nor impaired at balance date (Dec 2021: nil).
At 31 December 2022 there were no significant concentrations of credit risk and the maximum exposure to credit risk is represented by the
carrying value of each financial asset in the consolidated statement of financial position.
(e) Fair values
The carrying values of bank loans are the fair value of these liabilities. A Group set-off arrangement is in place between certain bank accounts
operated by the Group.
Sensitivity analysis
In managing interest rate and currency risks the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings.
Over the longer term, however, permanent changes in foreign exchange and interest rates on a weighted average balance will have an impact
on profit.
At 31 December 2022 it is estimated that a general increase of one percentage point in interest rates would decrease the Group profit before
income tax by approximately $2.8 million (Dec 2021: $1.7 million), however equity would decrease $2.1 million (Dec 2021: $0.1 million). A one
percentage point decrease in interest rates would increase the Group profit before income tax by approximately $2.8 million (Dec 2021: $2.4
million), however equity would increase by $2.1 million (Dec 2021 $1.8 million).
A general increase of one percentage point in the value of the New Zealand dollar against other foreign currencies would have minimal
impact on the cost of the Group’s directly imported ingredients denominated in foreign currencies.
Capital risk management
The Group’s capital comprises share capital, reserves, retained earnings and debt.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue to operate as a going concern, and to maintain
an optimal capital structure commensurate with risk and return and reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares, sell assets to reduce debt or draw down more debt.
7. EQUITY AND RESERVES
Share capital
31 Dec 2022
Number
31 Dec 2022
$NZ000’s
31 Dec 2021
Number
31 Dec 2021
$NZ000’s
1 2 4 ,7 5 8 , 5 2 3154,565124,758,523154,565
The issued and authorised capital of the Company represents ordinary fully paid up shares. The par value is nil (Dec 2021: nil). All issued
shares carry equal rights in respect of voting and the receipt of dividends, and upon winding up rank equally with regards to the Company’s
residual assets.
Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.
Foreign currency translation reserve
$NZ000’s31 Dec 202231 Dec 2021
8,935(1,480)
The foreign currency translation reserve comprises all exchange rate differences arising from translating the financial statements of the
foreign currency operations.
Derivative hedging reserve
$NZ000’s31 Dec 202231 Dec 2021
-(872)
The derivative hedging reserve represents the fair value of outstanding derivatives.
Working capital
8. INVENTORIES
$NZ000’s31 Dec 202231 Dec 2021
Raw materials and consumables25,14022,261
Inventories recognised as an expense during the period ended 31 December 2022 amounted to $368.4 million (Dec 2021: $269.9 million).
This is included in cost of goods sold.
Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price less the estimated
costs of marketing, selling and distribution. The cost of inventories is based on the first-in first-out method and includes expenditure incurred
in acquiring the inventories and bringing them to their existing condition and location. The cost of inventories consumed is recognised as an
expense and included in cost of goods sold in the consolidated statement of comprehensive income.
Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
9. TRADE AND OTHER RECEIVABLES
$NZ000’s31 Dec 202231 Dec 2021
Trade receivables6,0233 ,7 17
Prepayments6,1315,963
Other receivables3,4161,332
15,57011,012
The carrying amount of the Group’s trade and other receivables are denominated in the following currencies:
NZD8,9697,0 1 6
AUD2,677 1 ,7 8 1
USD3,9242,215
15,57011,012
The Group’s exposure to credit risk is minimal as the Group’s primary source of revenue is from sales made on a cash basis. The carrying
value of trade and other receivables approximates fair value.
Receivables are initially recognised at fair value. They are subsequently adjusted for impairment losses. Discounting is not applied to
receivables where collection is expected to occur within the next twelve months.
10. CASH AND CASH EQUIVALENTS
$NZ000’s31 Dec 202231 Dec 2021
Cash on hand678640
Cash at bank29,1914 4,515
29,86945,155
The carrying amount of the Group’s cash and cash equivalents are denominated in the following currencies:
NZD6 ,7 0 223,829
AUD8,6346,944
USD14,53314,382
29,86945,155
Included in cash and cash equivalents are credit card receipts and delivery receipts that are in transit at balance date.
11. LAND HELD FOR DEVELOPMENT
$NZ000’s31 Dec 202231 Dec 2021
Land held for development7,0 8 4-
There was $7.1 million relating to land that has been purchased for use in developing new stores in the future. Land held for development is
measured at cost.
12. TRADE AND OTHER PAYABLES
$NZ000’s31 Dec 202231 Dec 2021
Trade payables54,09945,443
Other payables and accruals2 7, 3 9 832,234
Employee benefits29,46724,476
Indirect and other taxes8,3268,323
119,290110,476
The carrying amount of the Group’s trade and other payables are denominated in the following currencies:
NZD63,86960,944
AUD22,49420,890
USD32,92728,642
119,290110,476
The carrying value of trade payables and other payables approximates fair value.
Payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method.
Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Long Term Assets
13. PROPERTY, PLANT AND EQUIPMENT
$NZ000’s Land
Leasehold
improvements
Plant,
equipment
and fittings
Motor
vehicles
Leased
plant and
equipment
Capital
work in
progressTotal
Cost
Balance as at 31 December 20204,467280,1201 2 7,0 0 32,09919618,915 432,800
Additions––––– 82,445 82,445
Acquisition of business–3,418832––– 4,250
Transfers from work in progress–5 4 ,7 1716,102487–(71,306)–
Disposals–(18,246) ( 2 0 ,7 8 5 )(426) (196)– (39,653)
Reclassifications – 1,264 (3,385) – – – (2,121)
Movement in exchange rates (15) 3 ,7 5 6 1,518 12 – 405 5,676
Balance as at 31 December 20214,452 325,029121,2852 , 17 2–30,459 483,397
Additions ––––– 82,572 82,572
Acquisition of business––90––96 186
Transfers from work in progress–59,021 32,623304–(91,948)–
Disposals–(5,227) (3,250) (207)–– (8,684)
Movement in exchange rates 42 6,627 2,579 28 – 752 10,028
Balance as at 31 December 20224,494 385,450 153,3272,297 –21,931 5 6 7, 4 9 9
Accumulated depreciation
Balance as at 31 December 2020–(126,024)(73,450)(1,208)(196)– (200,878)
Charge–(23,413)(13,636) (410)–– (3 7, 4 5 9 )
Disposals– 14,56718,421 299196–33,483
Reclassification– (582)2 ,7 0 3–––2,121
Movement in exchange rates– (702) (750) (4)––(1,456)
Balance as at 31 December 2021– (136,154) (6 6 ,7 1 2 ) (1,323) –– (204,189)
Charge– ( 2 7, 9 2 2 )(16,116)(403)––(44,441)
Disposals– 3,4292,651 175 ––6,255
Movement in exchange rates–(1,258)(1,206) (13)––(2,477 )
Balance as at 31 December 2022–(161,905) (81,383)(1,564)––(244,852)
Impairment provision
Balance as at 31 December 2020–( 2 ,7 8 5 )(428)–––(3,213)
Charge –(17 0)(17 3) – – – (343)
Utilised/disposed –914316 – – – 1,230
Movement in exchange rates – (114) (20) – – – (134)
Balance as at 31 December 2021–(2,155) (305)–––(2,460)
Charge–506–––– 506
Utilised/disposed–(4,662)13––– (4,649)
Impairment created – 3,301 – – – – 3,301
Movement in exchange rates – (164) 121 – – – (43)
Balance as at 31 December 2022–(3, 174) (17 1 )––– (3,345)
Carrying amounts
Balance as at 31 December 20204,467151,31153,125891–18,9152 2 8 ,7 0 9
Balance as at 31 December 20214,452186,72054,268849–30,4592 7 6 ,74 8
Balance as at 31 December 20224,494220,3717 1 ,7 7 3733–21,931319,302
Depreciation expense
$NZ000’s31 Dec 202231 Dec 2021
Depreciation expense 43,935 36,623
Sale of property, plant and equipment
Net loss on disposal of property, plant and equipment (included in depreciation expense) (952)(3,619)
Net gain on disposal of property, plant and equipment (included in other expenses) -945
Property, plant and equipment is measured at cost less accumulated depreciation and impairment losses.
Depreciation is calculated on a straight line basis to allocate the cost of an asset, less any residual value, over its estimated useful life.
Leased assets are depreciated over the shorter of the lease term and their useful lives. The estimated useful lives of fixed assets are
as follows:
Leasehold improvements 5 - 25 years
Plant and equipment 3 - 12.5 years
Motor vehicles 4 - 5 years
Furniture and fittings 3 - 10 years
Computer equipment 3 - 5 years
Depreciation methods, useful lives and residual values are reassessed at the reporting date.
Depreciation expense is included in the consolidated statement of comprehensive income.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss in the
consolidated statement of comprehensive income.
Significant judgments and estimates
Impairment testing is an area where estimates and judgments have a significant risk of causing a material adjustment to the carrying amount
of the Group’s tangible asset balances. Estimates of future cash flows are highly subjective judgments and can be significantly impacted by
changes in the business or economic conditions.
Property, plant and equipment and right of use assets are reviewed for impairment semi-annually, or whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An impairment loss is recognised in the consolidated statement of comprehensive
income for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s
fair value less costs to sell and value in use. When assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows; a restaurant’s assets is the relevant cash generating unit. If, in a subsequent period, the amount of the impairment loss
decreases and it can be related objectively to an event occurring after the impairment was recognised, the reversal of the previously recognised
impairment loss is recognised in the consolidated statement of comprehensive income.
The value in use calculation evaluates recoverability based on the restaurant’s forecasted discounted cash flows, which incorporate
estimated sales growth and margin improvement based upon current plans for the store and actual results at comparable restaurants.
Key assumptions in the determination of recoverable amount are:
–the estimate of future cash flows of the restaurant incorporating reasonable sales growth and margin improvement
–the discount rate incorporating the rates of return based on the risk and uncertainty inherent in the forecast cash flows
– the terminal growth rate is calculated based on continuous sales growth at a minimum projected inflation estimated at 1.9% to 2.5% across the
four regions.
Management has assessed individual restaurant assets to identify whether impairment indicators existed as at balance date for associated
property, plant and equipment and right of use assets. Following a review of store performance and consideration of other impairment indicators,
the Group determined that there were restaurants across all four segments that required a calculation of the recoverable amount as there were
impairment indicators that mainly arose due to inflationary pressures and the ongoing impact of COVID-19 on the financial performance. The key
assumptions used in the value in use calculations were as follows:
Key assumptionsPercentage used %Percentage used %Percentage used %Percentage used %
NZAustraliaHawaiiCalifornia
Sales growth1.9 – 44.62.5 – 17.2-8.5 – 21.9-19.7 – 20.0
EBITDA margin-11.2 – 11.51.6 – 6.90.8 – 6.4-8.1 – 3.2
EBITDA margin terminal year3.5 – 16.511.06.8 – 9.33.5 – 8.2
Terminal growth rate1.9 2.52.32.3
Discount rate9.6 – 11.58.911.011.0
Number of stores impaired5244
Impairment value $NZ millions$1.4$0.4-$1.5
Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
The sales growth and EBITDA margin assumptions are based on management’s best estimate of the future cash flow forecasts for each of the
individual restaurants.
The terminal growth rate assumption reflects the long-term projected inflation relevant to the specific region/market while the discount rate is based
on the post-tax discount rate for each brand.
Based on the calculations, six stores showed a recoverable amount lower than their respective carrying value of assets, resulting in $3.3 million
impairment recognised in the Consolidated Statement of Comprehensive Income as part of other expenses. The impairment is taken up as a
property, plant and equipment provision.
The Group also evaluated restaurant assets which have been previously impaired to determine whether the conditions that gave rise to the initial
impairments still existed at balance date. Where the restaurants have achieved at least two years of consistent positive results, management have
concluded there is sufficient evidence to support an impairment reversal. As a result of this process, four Carl’s Jr. stores in New Zealand and one KFC
California store with a previously recognised impairment of $1.4 million was reversed and released to the Consolidated Statement of Comprehensive
Income as part of other expenses. The Group also adjusted the impairment provision by $1.7 million relating to two stores in California and reduced
it to their current asset carrying value.
A full impairment test was performed as required by IAS 36 for the goodwill balance, refer to note 15 for further detail over assumptions utilised.
14. NZ IFRS 16 – LEASES
Key estimates and judgements
There are several judgments and estimates in calculating the future lease liabilities and right of use asset value. These include:
– incremental borrowing rate. The Group engages an independent valuation expert to establish the incremental borrowing rates applied
during the period.
– lease terms, including any rights of renewal expected to be exercised. The Group has assumed that all rights of renewal are expected to be
exercised which is consistent with the Group’s strategy and previous leases. This judgment has been applied unless a store closure or a decision
to relocate a store is known when valuing the lease.
–foreign exchange conversion rates.
Right of use assets (ROU assets)
$NZ000’s 31 Dec 202231 Dec 2021
Opening balance576,527517,0 8 5
Right of use assets acquired on acquisition of businesses -19,072
Depreciation (41,282)(38,194)
Adjustments to existing right of use assets(984)2 7,0 7 0
Additions53,83439,838
Foreign exchange movement19,67011,656
Closing balance6 0 7,7 6 5576,527
Additions relate to new leases entered into by the Group.
The Group leases relate to land and buildings. Rental contracts are typically made for fixed periods of 1 to 50 years but may have extension
options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements
do not impose any covenants, but leased assets may not be used as security for borrowing purposes.
Under NZ IFRS 16, leases are recognised as a right of use asset and a corresponding lease liability. Each lease payment is allocated between
the lease liability and the finance cost. The finance cost is charged to the statement of comprehensive income over the lease period so as to
produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is depreciated over
the shorter of the asset’s useful life and the lease term on a straight line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of fixed
payments and known fixed lease increases, less any lease incentives receivable. Right of use assets are measured at cost comprising the
amount of the initial measurement of lease liability and any restoration costs. These assets are subsequently depreciated using the straight
line method from the commencement date to the end of the lease term.
The Group is exposed to potential future increases in variable lease payments based on an index, rate or market rent review, which are not
included in the lease liability or right of use asset until they take effect.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental
borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a
similar economic environment with similar terms and conditions.
The Group has applied the recognition exemption allowed by the standard in respect short-term and low value leases. Payments associated
with short term leases and leases of low value assets are recognised on a straight line basis as an expense in the statement of comprehensive
income. Short term leases are leases with a lease term of 12 months or less. Low value assets comprise IT equipment and small items
of office furniture.
Lease liabilities
$NZ000’s 31 Dec 202231 Dec 2021
Opening balance 668,681595,614
Lease liabilities acquired on acquisition of businesses -19,072
Cash flow payments (61,331)(54,857)
Interest33,03428,993
Adjustments to existing lease liabilities(106)2 7,7 8 6
Additions53,64239,510
Foreign exchange movement21,01112,563
Closing balance
714,931 668,681
Current lease liabilities 29,59925,609
Non-current lease liabilities 685,332643,072
Closing balance 714,931 668,681
The weighted average incremental borrowing rate applied to lease additions during the year was 6.4% (Dec 2021: 4.2%).
15. INTANGIBLES
$NZ000’s NoteGoodwill
Franchise
fees
Concept
development
costs
Acquired
software
costsTotal
Cost
Balance as at 31 December 2020249,27882,405 801 10,595 343,079
Additions – 2,689 – 200 2,889
Acquisition of business 18,1525,840 – – 23,992
Disposals (327) (1,583) – (552)(2,462)
Reclassification from property, plant and Equipment –––2,1212,121
Movement in exchange rates 6,992 3 ,7 6 5 –– 1 0 ,7 5 7
Balance as at 31 December 2021 274,09593,116 801 12,364 380,376
Additions – 1,523 – 1311,654
Acquisition of business
25 63 1 ,7 7 8 – –1,8 41
Disposals – (283) –
(28)(311)
Reclassification from property, plant and Equipment –––(95)(95)
Movement in exchange rates 12,253 5,651 ––17, 9 0 4
Balance as at 31 December 2022286,411 10 1 ,7 8 5 801 12,372401,369
Accumulated amortisation
Balance as at 31 December 2020(831)(13,061) (736)
( 7, 4 6 5 ) (22,093)
Charge–(8,151) (5) (1,076)(9,232)
Disposals–1,392 –3501 ,74 2
Reclassification from property, plant and equipment–––(2,121)(2,121)
Movement in exchange rates–(456) – –(456)
Balance as at 31 December 2021 (831)(20,276) ( 741) (10,312) (32,160)
Charge –(9,092)(5)(1,023)(10,120)
Disposals –221 – 28249
Movement in exchange rates –(1,001)–(1)(1,002)
Balance as at 31 December 2022 (831)(30,148) ( 74 6) (11,308)(43,033)
Impairment charges are recognised in other expenses in the consolidated statement of comprehensive income.
Carrying amounts
Balance as at 31 December 2020 24 8,4 4769,34 4 653,130320,986
Balance as at 31 December 2021 273,264 72,840 602,052 348,216
Balance as at 31 December 2022 285,580 71,637 55 1,064 358,336
Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Goodwill
Goodwill arises on the acquisition of subsidiaries and business combinations. Goodwill is measured at cost less accumulated impairment
losses and has an indefinite useful life. Goodwill is allocated to cash generating units and is tested annually for impairment. Where the Group
disposes of an operation within a cash generating unit, the goodwill associated with the operation disposed of is part of the gain or loss on
disposal. Goodwill disposed of in this manner is measured based on the relative values of the operation disposed of and the portion of the cash
generating unit retained.
Franchise fees
Franchise costs are those incurred in obtaining franchise rights or licences to operate quick service and takeaway restaurant concepts.
They include for example, the initial fee paid to a system franchisor when a new store is opened. These are measured at cost less
accumulated amortisation and accumulated impairment costs. Amortisation is on a straight line basis over the life of the applicable
franchise or licence agreement.
Concept development costs
Concept development costs include certain costs, other than the direct cost of obtaining the franchise, associated with the establishment
of quick service and takeaway restaurant concepts. These include, for example, professional fees and consulting costs associated with the
establishment of a new brand or business acquisition. These costs are capitalised where the concept is proven to be commercially feasible
and the related future economic benefits are expected to exceed those costs with reasonable certainty. These are subsequently measured at
cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight line basis over the period
which future economic benefits are reasonably expected to be derived.
Acquired software costs
Software costs have a finite useful life. Software costs are capitalised and amortised on a straight line basis over the estimated economic
life of 3-8 years.
Amortisation
Amortisation charge is recognised in cost of sales and other expenses in the consolidated statement of comprehensive income.
$NZ000’s 31 Dec 202231 Dec 2021
Amortisation of intangibles 10,120 9,232
Significant judgments and estimates – impairment testing
Impairment testing is an area where estimates and judgments have a significant risk of causing a material adjustment to the carrying amount
of the Group’s goodwill balances.
For the purpose of impairment testing, goodwill is allocated to the Group’s operating brands which represent the lowest level of cash
generating unit within the Group at which the goodwill is monitored for internal management purposes.
Allocation of goodwill by cash generating unit:
$NZ000’s 31 Dec 202231 Dec 2021
KFC Australia 114,034 112,800
KFC New Zealand 6,593 6,528
Pizza Hut New Zealand 7, 4 3 4 7, 4 3 3
Pizza Hut and Taco Bell Hawaii 127,592 118,669
KFC and Taco Bell California 29,927 2 7, 8 3 4
Total goodwill 285,580 273,264
The recoverable amount of each cash generating unit was based on its value in use. Value in use was determined by discounting the future
cash flows generated from the continuing use of the brand. Cash flows were projected based on a four year financial plan as approved by the
Board of Directors.
The key assumptions used for the value in use calculation are as follows:
31 Dec 2022
Sales growth
2023-2025
%
31 Dec 2022
EBITDA margin
2023-2025
%
31 Dec 2022
EBITDA margin
terminal year
%
31 Dec 2021
Sales growth
2022-2024
%
31 Dec 2021
EBITDA margin
2022-2024
%
31 Dec 2021
EBITDA margin
terminal year
%Brand
KFC Australia4.1 – 5.513.0 - 14.11 4 .74.1 - 5.114.4 – 15.215.5
KFC New Zealand4.1 – 6.2 18.7 – 20.021.04.1 - 5.220.8 - 21.3 21.3
Pizza Hut New Zealand3.1 – 3.28.0 – 10.010.03.0 - 5.18.3 – 9.510.0
Pizza Hut and Taco Bell Hawaii2.5 – 8.9 7.7 – 21.17.9 – 21.33.0 - 6.910.3 – 20.010.6 – 20.2
KFC and Taco Bell California2.6 – 3.6 12.4 – 14.215.3(4.7) - 3.515.0 – 17.018.0
The key assumption on sales growth in each cash-generating unit are broadly consistent with the prior year. The Group lowered its
assumptions on the EBITDA margins, due to current inflationary effects which are expected to continue to impact the results into 2023.
The terminal growth rate is calculated on a CGU basis, based on the 2026 year and assumes a continuous sales growth of a minimum of
projected inflation estimates of 1.9% to 2.5% (Dec 2021: 2.0%).
The weighted average post-tax cost of capital discount rate for each cash generating unit is set out below:
31 Dec 2022
Weighted
average post-
tax cost of
capital
%
31 Dec 2021
Weighted
average post-
tax cost of
capital
%Brand
KFC Australia8.97. 8
KFC New Zealand9.67. 8
Pizza Hut New Zealand12.510.9
Pizza Hut and Taco Bell Hawaii11.08.0
KFC and Taco Bell California11.08.0
The weighted average cost of capital calculation was reviewed in 2022 based on the capital asset pricing model (CAPM) methodology using
market inputs at the time.
The values assigned to the key assumptions represent management’s assessment of future trends in the industry and are based on both
external sources and internal sources including Board approved forecasts (historical data). The key assumptions are detailed below:
– Sales growth - Average annual growth rate over the three-year forecast period based on past performance, management’s expectations of
market development, current industry trends and including long-term inflation forecasts for each territory.
– EBITDA margin 2023-2025 and EBITDA margin terminal year - Based on past performance and management’s expectations for the future.
EBITDA growth has been disclosed as a key assumption as a number of costs are variable and link directly to revenue levels, such as the cost of
labour, and food costs. Other fixed costs of the CGUs, which do not vary significantly with revenue changes, are forecast based on the current
structure of the business, adjusting for inflationary increases but not reflecting any future restructurings or cost-saving measures.
– Terminal growth rate - This is the growth rate used to extrapolate cash flows beyond the budget period. The rates are consistent with expected
long-term inflation for each territory in which the CGU operates.
–The discount rate - The rate used to reflect specific risks relating to the relevant segments and the countries in which they operate.
In respect of the New Zealand KFC and Pizza Hut brands any reasonably possible change in the key assumptions used in the calculations
would not cause the carrying amount to exceed its recoverable amount.
In respect of the Hawaii brands of Taco Bell and Pizza Hut, any reasonably possible change in the key assumptions used in the calculations
would not cause the carrying amount to exceed its recoverable amount.
In respect of the Australian KFC brand, any reasonably possible change in the key assumptions used in the calculations would not cause the
carrying amount to exceed its recoverable amount.
The financial performance of the California segment has dropped in 2022 because of reduced California consumer spending in the face of
high inflation levels and the absence of government stimulus payments from the prior year. EBITDA margins reduced due to significant cost
pressures which continue to impact the business into 2023. As such, for the California KFC and Taco Bell brands, which were acquired in
September 2020, an impairment test was carried out using a value in use model which resulted in some reasonably possible changes in the
key assumptions that would result in the carrying amount exceeding its recoverable amount. Therefore a fair value less cost of disposal model
was undertaken which resulted in a higher recoverable amount. The key assumptions used in the California fair value less cost of disposal
calculation are the same as those noted above. The fair value less cost of disposal model however, includes the impact of future stores on
sales and EBITDA and a 1.5% cost of disposal based on the total calculated enterprise value. This resulted in management concluding that
any reasonably possible change in the key assumptions used in the calculations would not result in an impairment adjustment.
Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Other Notes
1 6 . TA X AT I O N
Current and deferred taxation are calculated on the basis of tax rates enacted or substantially enacted at reporting date, and are recognised
in profit or loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is
also recognised in other comprehensive income or directly in equity, respectively.
Deferred income taxation is recognised in respect of temporary differences between the tax bases of assets and liabilities and their carrying
amounts in the financial statements.
Deferred income taxation is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date
and are expected to apply when the related deferred income tax asset is realised or the deferred tax liability is settled.
Deferred income taxation assets are only recognised to the extent that it is probable that future taxable amounts will be available against
which to utilise those temporary differences.
Tax returns for the Group and the detailed calculations that are required for filing tax returns are not prepared until after the financial
statements are prepared. Estimates of these calculations are made for the purpose of calculating income tax expense, current tax and
deferred tax balances. Any difference between the final tax outcomes and the estimations made in previous years will affect current
year balances.
The consolidated statement of comprehensive income and statements of cash flows have been prepared exclusive of Goods and Services
Taxation (GST). All items in the consolidated statement of financial position are stated net of GST, with the exception of receivables and
payables, which include GST invoiced.
Taxation – consolidated statement of comprehensive income
The total taxation expense is analysed as follows:
$NZ000’s Note31 Dec 202231 Dec 2021
Total profit before taxation for the period1 42 , 17 7 65,793
Taxation expense
1(10,094)(13,912)
Net profit after income tax 32,083 51,881
Taxation expense using the Company’s domestic tax rate(28.0%) (11,810) (28.0%) (18,422)
Non-assessable income - - 6.0% 3,094
Other 2.4% 1,025 1.8% 978
Adjustments due to different jurisdictions 1.6% 691 0.8% 437
(23.9%) (10,094) (26.8%) (13,912)
Taxation expense comprises:
Current tax expense (16,311) (13,257)
Deferred tax expense 6, 217 (655)
(10,094) (13,912)
Imputation credits
The below amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:
–Imputation credits that will arise from the payment of the amount of the provision for income tax
–Imputation credits that will be utilised from the payment of dividends recognised as a liability at the reporting date; and
–Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
The current and deferred tax rates for the period were calculated using the rate of 28% for New Zealand, 30% for Australia and 21% for USA
(Dec 2021: 28% New Zealand, 30% Australia and 21% USA).
$NZ000’s 31 Dec 202231 Dec 2021
Imputation credits available for subsequent reporting periods 31,90535,435
Taxation – consolidated statement of financial position
The following are the major deferred taxation liabilities and assets recognised by the Group and movements thereon during the current and
prior year:
Assets Liabilities Net
$NZ000’s31 Dec 202231 Dec 202131 Dec 202231 Dec 202131 Dec 202231 Dec 2021
Property, plant and equipment14,50910,354( 7, 4 3 0 )(5,608) 7,0 7 94 ,74 6
Inventory5939-- 5939
Accounts receivable--(288)(2 74)(288)(2 74)
Provisions4,9016,995-- 4,9016,995
Intangibles1,2321,214(3,496)(3,414) (2,264)(2,200)
Leases3 0,4742 5 ,7 6 2-- 3 0,4742 5 ,7 6 2
Other3,6662,507-- 3,6662,507
54,84146,871(11,214)(9,296) 43,6273 7, 5 7 5
$NZ000’s
Balance
31 December
2020
Opening
balance on
acquisition
Recognised in
consolidated
statement of
comprehensive
income
Recognised
in equity
Foreign
currency
translation
Balance
31 December
2021
Property, plant and equipment9,592-(4,817)-(29) 4 ,74 6
Inventory57- (18)-- 39
Accounts receivable(287)- 12-1(2 74)
Provisions6,830- 119-466,995
Intangibles(1,920)(1,290) 1,304-(294)(2,200)
Leases22,054- 3,619-892 5 ,7 6 2
Other3,585- (874) (370) 1662,507
39,911(1,290) (655) (370)(21)3 7, 5 7 5
$NZ000’s
Balance
31 December
2021
Opening
balance on
acquisition
Recognised
in consolidated
statement of
comprehensive
income
Recognised
in equity
Foreign
currency
translation
Balance
31 December
2022
Property, plant and equipment 4 ,74 6- 2 ,7 2 0-(387) 7,0 7 9
Inventory 39- 20-- 59
Accounts receivable(2 74)- (11)-(3)(288)
Provisions6,995- (2,197)-103 4,901
Intangibles(2,200)- 103-(167) (2,264)
Leases2 5 ,7 6 2- 4,402- 310 3 0,474
Other2,507- 1,180 (182) 161 3,666
3 7, 5 7 5- 6, 217(182) 17 43,627
In 2021 the Hawaii and California divisions have a net deferred tax liability of $1.1 million which cannot be offset against the deferred tax
assets held in the other divisions, therefore this is classified as a non-current liability in the consolidated statement of financial position.
$NZ000’s 31 Dec 202231 Dec 2021
Deferred tax assets 43,6273 8 ,7 1 1
Deferred tax liabilities -(1,136)
43,627 37,575
Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
17. PROVISIONS
$NZ000’s
Employee
provisions
Make good
provisionsTotal
Balance at 31 December 20211,984 3 ,7 9 9 5,7 8 3
Created during the period 926 5651,491
Used during the period(343) (75)(418)
Released during the period(135)(15) (150)
Foreign exchange movement612 18
Balance at 31 December 2022 2,438 4,286 6 ,7 2 4
31 December 2022
Non-current 572 4,286 4,858
Current1,866 - 1,866
Total 2,438 4,286 6 ,7 2 4
The provision for employee entitlements relates to long service leave obligations. The provision is affected by a number of estimates,
including the expected length of service of employees and the timing of benefits being taken. Once an employee attains the required length
of service, the employee has a period of five years in which to take this leave.
The make good provisions represent the contractual obligations for the estimated future store restoration costs at the completion of the
property lease term. The make good provision is classified as non-current.
18. DEFERRED INCOME
$NZ000’s
Balance at 31 December 2021943
Created during the period 3,515
Used during the period(3,108)
Foreign exchange movement 31
Balance at 31 December 2022 1,381
31 December 2022
Non-current 804
Current 577
Total 1,381
Deferred income relates to rebates from suppliers and is recognised in profit or loss in the consolidated statement of comprehensive income
on a systematic basis over the life of the associated contract.
19. RELATED PARTY TRANSACTIONS
Parent and ultimate controlling party
The immediate parent of the Group is Finaccess Restauración, S.L. and the ultimate parent company is Grupo Finaccess S.A.P.I de C.V.
Transactions with entities with key management or entities related to them
During the period the Group received internal audit services from Finaccess Servicios Corporativos S.A. de C.V. a subsidiary of Grupo
Finaccess S.A.P.I de C.V., the ultimate parent company of the Group. Acquired services totalling $14,000 have been included in the
consolidated statement of comprehensive income of which no amount remains owing at 31 December 2022. These transactions were at
arm’s length and performed on normal commercial terms.
Apart from directors’ fees and key management remuneration, there were no other related party transactions with key management or any
Directors or entities associated with them.
Key management and director compensation
Key management personnel comprises the Group CEO and his direct reports, the Group CFO and the four Divisional CEO’s, Group Chief
People Officer, Chief Legal and Compliance Officer, and Group Chief Integration Officer.
$NZ000’s 31 Dec 202231 Dec 2021
Key management – total benefits 6,021 5,556
Directors fees 510 488
Key management - total benefits relates to short-term employee benefits paid during the year. In addition to these amounts, a total amount
of $1.0 million has been accrued pertaining to one-time compensation benefits due to be paid in FY23.
Total Group CEO remuneration
$NZ000’s Salary
Short term
incentive
Long term
incentives
Total
remuneration
31 December 20221,013616-1,629
31 December 20211,147553-1 ,7 0 0
In addition to the amounts disclosed above, in September 2022 the Group CEO was awarded a one-time compensation benefit due to his
upcoming retirement in March 2023. The total amount of the one-time award is $1.3 million and is payable upon his retirement on 31 March
2023, after certain conditions are met. This award has been accrued on a straight-line basis from the period when the award was agreed and
the retirement date. As of 31 December 2022, the total accrual for this benefit was $0.7 million.
Short term incentive scheme
A short term incentive scheme is in place for all support office employees. The incentive is based on achieving in excess of planned results
for the specific financial year. Any bonus payment to employees is at the discretion of the Appointments and Remuneration Committee. The
maximum that can be received by the CEO is 50% of base salary.
In May 2022 a payment of $0.4 million (Dec 21: $0.6 million) was paid in lieu of a share price based incentive scheme, as no long term incentive
scheme has been agreed. This is included as part of the short term incentives.
Long term incentive scheme
There is currently no other long term incentive plan in place.
20. COMMITMENTS
Capital commitments
The Group has capital commitments which are not provided for in these financial statements, as follows:
$NZ000’s 31 Dec 202231 Dec 2021
Store development 7, 8 7 717, 9 6 6
21. CONTINGENT LIABILITIES
There are no contingent liabilities that the directors consider will have a significant impact on the financial position of the Group (Dec 2021: nil).
Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
FINANCIAL STATEMENTSRESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
22. SUBSEQUENT EVENTS
The significant weather events that occurred in New Zealand during January and February 2023 have not materially impacted the Group.
The directors have declared a fully imputed final dividend of 16.0 cents per share for the year ended 31 December 2022. There are no other
subsequent events that would have a material effect on these financial statements.
23. FEES PAID TO AUDITOR
$NZ000’s 31 Dec 202231 Dec 2021
Audit of financial statements
Audit and review of financial statements – PwC 1,241 977
Other services – performed by PwC
Specified procedures on landlord certificates 7 6
Review of Yum! advertising co-operative report 13 11
Greenhouse gas emissions assurance readiness assessment 10-
Total other services 30 17
Total fees paid to auditors 1,271 994
Included in the 2022 audit fee costs are out of pocket expenses relating to visits to overseas divisions, which have not been possible in recent
years due to COVID-19. Also included in the audit fee is $24,000 relating to the 2021 audit.
24. DONATIONS
$NZ000’s 31 Dec 202231 Dec 2021
Donations 572 549
The Group did not make any political donations.
25. BUSINESS COMBINATIONS
KFC California acquisitions
During the year the Group acquired a KFC store in California for a total of $0.9 million. The store contributed sales of $2.3 million resulting in a
net loss after tax of $0.1 million in the consolidated statement of comprehensive income. The acquisition gives rise to $1.7 million of intangible
assets which resulted in a $0.8 million gain on acquisition, refer note 2.
KFC New Zealand acquisition
In December 2022 the Group acquired a KFC store in New Zealand for a total of $0.1 million, The store contributed sales of $0.1 million in the
consolidated statement of comprehensive income. The fair value of the assets acquired were $0.1 million therefore no goodwill.
26. DEED OF CROSS GUARANTEE
Pursuant to the Australian Securities and Investment Commission (ASIC) Class Order 98/1418, the wholly owned subsidiary, QSR Pty Limited
(QSR), is relieved from the Corporations Act 2001 requirement for the preparation, audit and lodgement of financial reports.
It is a condition of that class order that Restaurant Brands New Zealand Limited (RBNZ) and QSR enter into a Deed of Cross Guarantee (Deed).
On 9 February 2017 a Deed was executed between RBNZ, QSR, Restaurant Brands Australia Pty Limited and Restaurant Brands Australia
Holdings Pty Limited under which each company guarantees the debts of the others.
Set out below is the consolidated information for the year ended 31 December 2022 of the closed group consisting of RBNZ, QSR, Restaurant
Brands Australia Holdings Pty Limited and Restaurant Brands Australia Pty Limited.
$NZ000’s 31 Dec 202231 Dec 2021
Financial information in relation to:
(i) Statement of profit and loss and other comprehensive income
Operating revenue283,397 244,104
Earnings before interest and taxation 58 6,405
Financing expenses(12,850)(10,666)
Loss before taxation(12,792)(4,261)
Taxation expense 3,622 1,267
Loss after taxation (9, 17 0)(2,994)
Items that may be reclassified subsequently to the statement of comprehensive income:
Exchange differences on translating foreign operations1,189
(418)
Derivative hedge reserve6221,253
Taxation expense relating to components of other comprehensive income(183)(370)
Other comprehensive income1,628465
Total comprehensive income( 7, 5 4 2 )(2,529)
(ii) Summary of movements in retained earnings
Retained earnings at the beginning of the period117,018119,547
Total comprehensive income( 7, 5 4 2 ) (2,529)
Retained earnings at the end of the year109,4761 17,0 1 8
Notes to and forming part of the financial statements (continued)Notes to and forming part of the financial statements (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022INDEPENDENT AUDITOR’S REPORT
$NZ000’s 31 Dec 202231 Dec 2021
(iii) Statement of financial position
Non-current assets
Property, plant and equipment90,80081,883
Right of use assets155,355151,859
Intangible assets121,297120,846
Deferred tax asset13,9611 0 ,7 9 9
Investment in subsidiaries239,353239,353
Total non-current assets6 2 0,7 6 66 0 4 ,74 0
Current assets
Inventories1,5961,432
Trade and other receivables3,1852,249
Income tax receivable5,8983,209
Cash and cash equivalents(155)2 7,74 5
Total current assets10,52434,635
Total assets 631,290 639,375
Equity attributable to shareholders
Share capital 154,565 154,565
Reserves (2,822) (4,450)
Retained earnings (42,267) (33,097)
Total equity attributable to shareholders109,4761 17,0 1 8
Non-current liabilities
Provisions 2 ,7 2 5 2,312
Lease liabilities16 7, 4 5 6 16 1 ,7 6 2
Loans 92,499 90,671
Derivative financial instruments - -
Total non-current liabilities 262,680 254,775
Current liabilities
Trade and other payables 24,148 22,962
Provisions 1,433 950
Derivative financial instruments - 622
Lease liabilities 11,369 9,105
Amounts payable to subsidiaries 222,184 233,943
Total current liabilities 259,134 2 6 7, 5 8 2
Total liabilities 521,814 522,357
Total equity and liabilities 631,290 639,375
Last year’s comparatives have been changed to correct a late tax adjustment that was not reflected in this note correctly.
Notes to and forming part of the financial statements (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022
Independent auditor’s report
TO THE SHAREHOLDERS OF RESTAURANT BRANDS NEW ZEALAND LIMITED
OUR OPINION
In our opinion, the accompanying financial statements of Restaurant Brands New Zealand Limited (the Company), including its subsidiaries
(the Group), present fairly, in all material respects, the financial position of the Group as at 31 December 2022, its financial performance and
its cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
What we have audited
The Group’s financial statements comprise:
–the consolidated statement of financial position as at 31 December 2022;
–the consolidated statement of comprehensive income for the year then ended;
–the consolidated statement of changes in equity for the year then ended;
–the consolidated statement of cash flows for the year then ended; and
–the notes to the financial statements, which include significant accounting policies and other explanatory information.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International Standards on
Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance
Practitioners (including International Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance
Standards Board and the International Code of Ethics for Professional Accountants (including International Independence Standards)
issued by the International Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Our firm carries out other services for the Group in the areas of specified procedures on landlord certificates, review of the Yum! Advertising
co-operative report and Greenhouse gas emissions assurance readiness assessment. In addition, certain partners and employees of our
firm may deal with the Group on normal terms within the ordinary course of trading activities of the Group. These relationships and provision
of other services has not impaired our independence as auditor of the Group.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of
the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000, www.pwc.co.nz
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022INDEPENDENT AUDITOR’S REPORT
Description of the key audit matterHow our audit addressed the key audit matter
Goodwill impairment assessment - KFC and Taco Bell California
As at balance date, goodwill recognised in relation to KFC and Taco
Bell California amounted to $29.9 million (2021: $27.8 million). The net
loss after tax of the California segment (refer to note 1 of the financial
statements) was $6.7 million as a result of reduced consumer
spending, and significant cost pressures that impacted the business.
The California segment is also relatively new to the Group, being
acquired in September 2020.
Our audit focussed on the KFC and Taco Bell California cash
generating unit (CGU) due to the impacts of inflationary cost and
the inherent judgement involved in estimating future business
performance, which includes certain key assumptions such as sales
growth, EBITDA margin, EBITDA margin terminal year, terminal
growth rate and the discount rate.
Management performed an annual impairment assessment using a
discounted cash flow value in use (VIU) model, which is based on the
four year budgets approved by the Board of Directors, to determine
whether the carrying value of assets held by the KFC and Taco Bell
California CGU are recoverable.
The recoverable amount based on the VIU model was higher than the
carrying value and as a result, no impairment charge was recognised.
However, management identified certain scenarios where a
reasonably possible change in the key assumptions would result in
the carrying amount exceeding its recoverable amount.
Management therefore also prepared a fair value less cost of disposal
(FVLCOD) model which resulted in adequate headroom despite any
reasonably possible changes in the key assumptions.
Refer to note 15 of the financial statements.
In addressing the risk of goodwill impairment for the KFC and
Taco Bell California CGU, our audit procedures included:
– Updating our understanding of the business process applied by
management in preparing the impairment assessment;
– Reviewing the prior year (which was the first full year of
operation for this CGU) actual restaurant sales and profitability
against the original budgeted performance to determine the
reliability of the budgeting process and consider the impact on
forecast performance;
– Agreeing forecast future performance included in the VIU
and FVLCOD impairment assessments to four year budgets
approved by the Board of Directors;
– Challenging key assumptions used in the VIU and FVLCOD
models in relation to sales growth, EBITDA margins, EBITDA
margin terminal year, terminal growth rate and discount rate,
and assessing whether these are reasonable by understanding
strategic and operational initiatives underway, along with
reviewing recent monthly performance trends to assess
management’s plans to mitigate cost increases and maintain or
grow EBITDA margins;
– Evaluating whether corporate costs had been allocated
appropriately and included in the cash flows for the CGU;
– With the assistance of our auditor’s valuation expert, assessing
the appropriateness of the terminal growth and discount rates;
– Reviewing industry trends and external market forecasts for the
industry to determine the reasonableness of the forecasts;
– Testing the mathematical accuracy of the carrying amount of
the CGU assets and the models;
– Performing a sensitivity analysis over key assumptions to
determine whether reasonably possible changes would result in
impairment of goodwill; and
– Reviewing the financial statements to ensure appropriate
identification and disclosure of key assumptions.
Description of the key audit matterHow our audit addressed the key audit matter
Impairment assessment of restaurant property, plant and
equipment and right of use assets - Australia, California and
New Zealand regions
Our audit procedures included:
– Where impairment indicators existed, considered whether
the group of assets identified by management as a CGU is
appropriate and the relevant carrying value for each CGU has
been correctly calculated;
– Gaining an understanding of the business process applied by
management in preparing the impairment assessment;
– Reviewing restaurant performance data to analyse how
restaurants have performed for the year and in recent months,
to identify whether an impairment indicator existed at period
end, such as an EBITDA loss;
– Reviewing the last two years’ actual restaurant EBITDA against
the current year result to assess whether each CGU has
performed significantly worse than expected;
– Challenging key assumptions used in the VIU model in relation
to sales growth, EBITDA margin, EBITDA margin terminal year,
terminal growth rate and discount rate by performing sensitivity
analyses and assessing whether management’s assumptions
are reasonable when taking into account ongoing uncertainty
from COVID-19 and inflationary pressures. This includes
considering the potential for future restaurant closures and the
impact of this on future sales and recovery of costs;
– Evaluating the feasibility of management’s plans to improve
restaurant profitability;
– Reviewing the last two years’ actual EBITDA of the restaurants
for which impairment was reversed by management to validate
that the conditions that originally gave rise to the previous
impairment no longer existed;
– Checking the mathematical accuracy of the impairment reversal
recorded by management to release previously recognised
impairments and adjust the carrying value of property, plant
and equipment of specific restaurants in Carl’s Jr New Zealand
and KFC California;
– Considering whether the disclosures in the financial statements
complied with the requirements of the accounting standards.
As disclosed in note 13, the Group has recognised impairment of $3.3
million in relation to certain restaurants in the Australia, New Zealand
and California regions. The Group also recognised impairment
reversals for specific restaurants in Carl’s Jr New Zealand and KFC
California of $3.1 million.
Accounting standards require an entity to assess at the end of each
reporting period whether there is any indication that an asset may
be impaired. For the purposes of restaurant property, plant and
equipment and right of use asset impairment testing, each individual
restaurant is considered to be a separate CGU.
The Group has identified impairment indicators for certain
restaurants which have experienced continued losses due to
inflationary pressures and the ongoing impact of COVID-19. For
these restaurants, management has performed VIU calculations to
assess whether the associated carrying amounts of property, plant
and equipment and right of use assets are recoverable.
The key assumptions used in management’s discounted cash flow
model for restaurants identified to have impairment indicators are
sales growth, EBITDA margin, EBITDA margin terminal year, terminal
growth rate and discount rate.
This area is a key focus of our audit due to the inherent judgement
in assumptions used in impairment testing including the uncertainty
as to the ongoing impact of COVID-19 on forecast sales, costs
and EBITDA margins for each restaurant as well as the impact
of inflationary pressures on the future financial performance of
each CGU.
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022INDEPENDENT AUDITOR’S REPORT
Materiality
Group
Scoping
Key Audit
Matters
OUR AUDIT APPROACH
Overview
Overall group materiality: $3.6 million, which represents approximately 2% of EBITDA.
We chose this benchmark because, in our view, it provides a more stable measure and better reflects the
performance of the Group.
Following our assessment of the risk of material misstatement, we:
– Performed full scope audits for all the Group’s principal business units which correspond to its market
segments in New Zealand, Australia, Hawaii and California based on their financial significance;
– Performed specified audit procedures and analytical procedures over the remaining entities and on
consolidation entries.
As reported above, we have two key audit matters, being:
–Goodwill impairment assessment - KFC and Taco Bell California
– Impairment assessment of restaurant property, plant and equipment and right of use assets - Australia,
California and New Zealand regions.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In
particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates
that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the
risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that
represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance about whether
the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material
if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the
financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality
for the financial statements as a whole as set out above. These, together with qualitative considerations, helped us to determine the scope
of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in
aggregate, on the financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a
whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
We performed full scope audits for all of the Group’s principal business units in New Zealand, Australia, Hawaii and California.
The materiality levels applied in the full scope audits of the principal business units were calculated by reference to a portion of Group
materiality appropriate to the relative scale of the business concerned.
OTHER INFORMATION
The Directors are responsible for the other information. The other information comprises the information included in the Annual report,
but does not include the financial statements and our auditor’s report thereon. The other information we obtained prior to the date of this
auditor’s report comprised the Historical Summary, Consolidated Income Statement, Non-GAAP Financial Measures and the Directors’
statement. The remaining other information is expected to be made available to us after that date.
Our opinion on the financial statements does not cover the other information and we do not express any form of audit opinion or assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears
to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
When we read the other information not yet received, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to the Directors and use our professional judgement to determine the appropriate action to take.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in accordance
with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either
intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state those
matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for
this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Philippa (Pip) Cameron.
For and on behalf of:
Chartered Accountants Auckland
28 February 2023
SHAREHOLDER INFORMATION
1. STOCK EXCHANGE LISTINGS
The Company’s ordinary shares are dual listed on the main board equity securities markets operated by the NZX and ASX.
2. DISTRIBUTION OF SECURITY HOLDERS AND SECURITY HOLDINGS
Size of HoldingNumber of security holdersNumber of securities
1 to 4992,46246.99%495,8320.40%
500 to 9998 4716.17 %577,9590.46%
1,000 to 4,9991,57930.14%3,094,5412.48%
5,000 to 9,9991993.80%1,309,3531.05%
10,000 to 49,9991252.39%2,427,9211.95%
50,000 to 99,999110.21%7 5 7, 5 6 90.61%
100,000 to 499,99960.11%1,691,5351.36%
500,000 to 999,99920.04%1,376,2481.10%
1,000,000 and over80.15%1 1 3 ,0 2 7, 5 6 590.61%
5,239100.00%1 2 4 ,7 5 8 , 5 2 3100.02%
Geographic distribution
New Zealand4,99795.38%120,505,79096.59%
Australia1603.05%4,095,1143.28%
Rest of World821.57%157,6190.13%
5,239100.00%1 2 4 ,7 5 8 , 5 2 3100.00%
3. 20 LARGEST REGISTERED HOLDERS OF QUOTED EQUITY SECURITIES
Number of
ordinary shares
Percentage of
ordinary shares
HSBC Nominees (New Zealand) Limited - NZCSD <HKBN90>
1
96,939,5677 7.7 0 %
Custodial Services Limited <A/C 4>3,673,7492.94%
JPMorgan Chase Bank NA NZ Branch-Segregated Clients <A/C - NZCSD <Cham24>3,272,6232.62%
Citibank Nominees (New Zealand) Limited - NZCSD <CNOM90>2,661,5392.13%
Hobson Wealth Custodian Limited <Resident cash A/C>1,953,0951.57%
Accident Compensation Corporation - NZCSD <ACCI40>1,823,3041.46%
National Nominees Limited - NZCSD <NNLZ90>1,525,9201.22%
BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>1 , 17 7,7 6 80.94%
New Zealand Depository Nominee Limited <A/C 1 cash account>874,14 00 .7 0 %
HSBC Nominees (New Zealand) Limited A/C State Street - NZCSD <HKBN45>502,1080.40%
BNP Paribas Nominees (NZ) Limited - NZCSD <COGN40>365,4080.29%
FNZ Custodians Limited 352,8 410.28%
Simplicity Nominees Limited - NZCSD300,8120.24%
BNP Paribas Nominees (NZ) Limited - NZCSD 261,2370.21%
Tea Custodians Limited Client Property Trust Account - NZCSD <TEAC40>251,2370.20%
JA Hong Koo & Pyung Keum Koo160,0000.13%
Hobson Wealth Custodians Limited <Equities DTA A/C>93,9190.08%
Forsyth Barr Custodians Limited <1-CUSTODY>89,5720.07%
Hobson Wealth Custodians Limited <Resident DRP account>8 7,0 5 20.07%
Leveraged Equities Finance Limited76,6050.06%
116,442,49693.31%
1
Included in HSBC Nominees (New Zealand) Limited is 93,568,919 shares owned by Finaccess Restauración, S.L. (formerly Global Valar, S.L.)
Other Information
CONTENTSPAGE
Shareholder information99
Statutory information101
Statement of corporate governance104
Corporate directory112
Financial calendar112
PAGE 98
Shareholder information
AS AT 27 FEBRUARY 2023 (UNLESS OTHERWISE STATED)
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022STATUTORY INFORMATION
4. SUBSTANTIAL PRODUCT HOLDERS
The following shareholder had given notices as at 31 December 2022, in accordance with subpart 5 of part 5 of the New Zealand Finance Market
Conduct Act 2013 that they were substantial product holders in the Company and held a relevant interest in the number of ordinary shares
shown below.
Date of
notice
Number of
ordinary shares
Percentage
of voting
securities
Finaccess Restauración, S.L. (formerly Global Valar, S.L.)27 March 201993,568,89275.00%
5. SHARES ON ISSUE
As at 31 December 2022, the total number of ordinary shares of the company was 124,758,523.
6. DIRECTORS’ SECURITY HOLDINGS
As at 31 December 2022, Stephen Ward has an interest in 15,000 fully paid ordinary shares in RBD. As at 31 December 2022, Lyn Lim has an
interest in 7,500 fully paid shares in RBD.
7. NZX WAIVERS
No waivers have been granted by the NZX during the financial year ended 31 December 2022.
1. DIRECTORSHIPS
The names of the directors of the Company as at 31 December 2022 are set out on pages 52-53 of this annual report.
Grant Ellis and Russel Creedy are Directors of all subsidiary companies.
Arif Khan is a Director of Restaurant Brands Limited, RB Holdings Limited, RBDNZ Holdings Limited, Restaurant Brands Properties Limited,
RBP Holdings Limited, Restaurant Brands Pizza Limited, RBN Holdings Limited and Restaurant Brands Nominees Limited.
Ashley Jones is a Director of Restaurant Brands Australia Pty Limited, Restaurant Brands Australia Holdings Pty Limited, QSR Pty Limited.
Kevin Kurihara is a Director of Restaurant Brands US Holdings Limited, Pacific Island Restaurant Inc., TD Foods Group Inc., Taco Aloha Inc.,
Hawaii Pizza Hut Inc. Pizza Hut of Guam, Inc., Pizza Hut of Saipan, Inc. and TB Guam, Inc.
2. DIRECTORS AND REMUNERATION
$NZ000’sTotal remuneration
J Parés75
E Fullaondo90
C Fernández -
LM Álvarez75
H M Lim90
S Ward90
M Pato-Castel90
510
3. ENTRIES RECORDED IN THE INTERESTS REGISTER
The follow entries were recorded in the interest register of the Company and its subsidiaries during the year ended 31 December 2022.
(a) Share dealings of Directors
No shares were bought or sold by directors during the year ended 31 December 2022.
(b) Loans to Directors
There were no loans to directors during the year ended 31 December 2022.
Statutory information
FOR THE YEAR ENDED 31 DECEMBER 2022
Shareholder information (continued)
AS AT 27 FEBRUARY 2023 (UNLESS OTHERWISE STATED)
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022STATUTORY INFORMATION
(c) General disclosure of interest
In accordance with section 140 (2) of the Companies Act 1993, directors of the Company have made general disclosures of interest in writing
to the board of positions held in other named companies or parties as follows:
NamePositionParty
J ParésExecutive chairmanAmRest Holdings SE
Director Grupo Finaccess S.A.P.I de C.V
PresidentFinaccess Capital USA
E FullaondoDirectorAmRest Holdings SE
C FernándezChairmanGrupo Finaccess S.A.P.I de C.V
DirectorAmRest Holdings SE
DirectorInmobiliaria Colonial, S.A.
ChairmanSolidaridad y Trabajo Virgen del Camino SL
ChairmanCinia de Mexico SA de CV
LM ÁlvarezChairmanCompitalia, S.A. de C.V.
DirectorFinaccess, S.A.P.I. de C.V.
DirectorGlobal Beverage Team
DirectorAmRest Holdings SE
H M LimDirectorAsia New Zealand Foundation
DirectorAuckland Regional Amenities Funding Board
DirectorGeneral Capital Limited
DirectorSP Corporation Limited – ceased 31 December 2022
ChairMiddlemore Foundation – ceased 4 December 2022
S WardChairmanSecureFuture Wiri Limited
DirectorHuntington Commercial Finance
ChairmanAdvisory Council to the Financial Dispute Resolution Service
Deputy ChairNational Provident Fund – ceased 30 June 2022
DirectorWindoma Holdings Limited
Deputy ChairmanLife Flight Trust
Board memberWellington Free Ambulance
TrusteeWellington Free Ambulance Trust
DirectorRenaissance Holdings (NZ) Limited
ConsultantSimpson Grierson
DirectorSydney Airport Limited – ceased 9 March 2022
M Pato-CastelExternal AdvisorKR Project SL
External AdvisorRosendo Mila SL
(d) Directors’ indemnity and insurance
The Company has insured all its directors and the directors of its subsidiaries against liabilities to other parties (except the Company
or a related party of the Company) that may arise from their position as directors. The insurance does not cover liabilities arising from
criminal actions.
The Company has executed a deed of indemnity indemnifying all Directors to the extent permitted by section 162 of the Companies Act 1993.
4. EMPLOYEES’ REMUNERATION
During the period the following number of employees or former employees received remuneration of at least $100,000.
Number of employees
Dec 2022Dec 2021
$100,000–$109,9993622
$110,000–$119,9993311
$120,000–$129,999238
$130,000–$139,999103
$140,000–$149,999913
$150,000–$159,999117
$160,000–$169,99993
$170,000–$179,99962
$180,000–$189,99932
$190,000–$199,99924
$200,000–$209,99923
$210,000–$219,99912
$220,000–$229,9992 -
$230,000–$239,99954
$240,000–$249,99914
$250,000–$259,99921
$260,000–$269,99922
$270,000–$279,99921
$280,000–$289,99921
$290,000–$299,9991 -
$300,000–$309,99923
$320,000–$329,9992 -
$330,000–$339,9991 -
$370,000–$379,999 - 1
$380,000–$389,999 - 1
$400,000–$409,9991 -
$420,000–$429,9991 -
$430,000–$439,9991 -
$480,000–$489,999 - 1
$530,000–$539,9991 -
$570,000–$579,9991 -
$580,000–$589,999 - 1
$640,000–$649,99911
$820,000–$829,9991 -
$900,000–$909,9991 -
$930,000–$939,999 - 1
$1,620,000–$1,629,9991 -
$1,700,000–$1,709,999 - 1
176103
5. SUBSIDIARY COMPANY DIRECTORS
No employee of the Company appointed as a Director of the Company or its subsidiaries receives, or retains any remuneration or benefit,
as a Director. The remuneration and other benefits of such employees, received as employees, are included in the relevant bandings for
remuneration disclosure under note 4 above.
Statutory information (continued)Statutory information (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022STATEMENT OF CORPORATE GOVERNANCE
OVERVIEW
Restaurant Brands New Zealand Limited (the “Company”) is listed on the NZX Main Board and as a Foreign Exempt Listing on the ASX (both
under the ticker code “RBD”).
The board is committed to having best-practice governance structures and principles and to following the guiding values of the Company:
Trust, Prudence, Fairness and Responsibility. In this part of the annual report, we provide an overview of the Company’s corporate governance
framework. It is structured to follow the recommendations set out in the NZX Corporate Governance Code (the “NZX Code”) and discloses
how the Company is applying these recommendations.
The board considers that as at 31 December 2022, the corporate governance practices it has adopted are in compliance with the NZX Code
other than Recommendation 2.9 (stating that an issuer should have an independent chair of the board).
An explanation as to why this Recommendation has not been adopted is provided under Principle 2 on page 105.
PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being
followed throughout the organisation.”
RBD Ethical Conduct Policy
The RBD Ethical Conduct Policy sets out the ethical standards the board expects all directors, officers, employees, contractors and
agents to adhere to when they represent the Company and its subsidiaries. The policy covers a wide range of areas including: standards of
professional behaviour, compliance with laws and policies, conflicts of interest, gifts and entertainment and proper use of Company assets
and information. The policy requires the reporting of breaches (or suspected breaches) of the policy.
In addition, each geographic business unit of the Company (ie New Zealand, Australia, Hawaii and California) (referred to as a Local Operating
Division) is empowered to adopt specific policies and/or procedures that complement, enhance or supplement the general standards set
out in the RBD Ethical Conduct Policy if appropriate for that Local Operating Division.
The RBD Ethical Conduct Policy is available on the Company’s website and is subject to biennial reviews.
Interests register
The board maintains an interests register. In considering matters affecting the Company, directors are required to disclose any actual or
potential conflicts. Where a conflict or potential conflict has been disclosed, the director takes no further part in receipt of information or
participation in discussions on that matter.
RBD Securities (Insider Trading) Policy
The RBD Securities (Insider Trading) Policy details the Company’s securities trading policy and includes restrictions on and procedures for directors
and employees trading in the Company’s financial products. In particular, the policy:
–prohibits trading by an individual holding non-public material information about the Company;
–requires all directors, officers, employees and contractors of the Company to obtain permission before trading can occur; and
– prohibits directors, the Group CEO, Group CFO and direct reports to the Group CEO and Group CFO from trading outside of set 8 week trading
windows that follow:
›the release of half and full year results; or
›the issuance of a “cleansing statement” under the Financial Markets Conduct Act 2013.
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE
“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
Responsibilities of the Board
The board is responsible for the proper direction and control of the Company’s activities and is the ultimate decision-making body of the
Company. The board has adopted a formal Board Charter detailing its authority, responsibilities, membership and operation. The Board
Charter is available for viewing on the Company’s website.
The key responsibilities of the Board under the Board Charter include setting strategic direction, approval of significant expenditures,
policy determination, stewardship of the Company’s assets, identification of significant business risks, legal compliance and monitoring
management performance.
Delegation
The board has delegated responsibility for the day-to-day leadership and management of the Company to the Group Chief Executive Officer
(Group CEO) who is required to do so in accordance with board direction. The Group CEO’s performance is reviewed each year by the board.
The review includes a formal performance appraisal against measured objectives together with a qualitative review.
The board has approved a schedule of delegated authorities affecting all aspects of the Company’s operation. This is reviewed from time to
time as to appropriateness and levels of delegation.
Composition and focus
The Company’s constitution prescribes a minimum of three directors and, as at 31 December 2022, the board comprised seven non-executive
directors (including the Chairman).
Profiles of the current directors, together with a summary of skill sets included in the “Board of Directors” section of this annual report and
on the Company’s website.
As at 31 December 2022, Emilio Fullaondo, Huei Min (Lyn) Lim, Maria Elena (Malena) Pato-Castel and Stephen Ward were considered by
the board to be independent under the NZX Listing Rules as they are not executives of the Company and do not have any direct or indirect
interests or relationships that could reasonably influence, in a material way, their decisions in relation to the Company. José Parés, Carlos
Fernández and Luis Miguel Álvarez were considered to not be independent as they represent a significant shareholding. Per the Company’s
Constitution, in the case of an equality of votes when a resolution of the board is tabled, the chair of the board has a casting vote.
The board does not have a policy on a minimum number of independent directors.
The board elected to not adopt Recommendation 2.9 (stating that an issuer should have an independent chair of the board) of the NZX
Corporate Governance Code during 2022 on the basis that, with the board consisting of a majority of independent directors, it is appropriate
for a shareholder holding 75% of the Company’s shares (ie Finaccess) to be represented by the chair of the board. The chairs of all sub-
committees of the board (being the Audit & Risk, Health & Safety and Remuneration & Nominations Committees) are independent directors.
The roles of Chairman and Group Chief Executive Officer are exercised by separate persons. In addition to committee responsibilities (below),
individual board members work from time to time directly with management on major initiatives such as acquisitions and asset rationalisations.
Shareholding
There is no prescribed minimum shareholding but some directors do hold shares, refer to the “Shareholder Information” section of this annual
report for more detail.
Directors may purchase shares upon providing proper notice of their intention to do so and in compliance with the operation of the RBD Securities
(Insider Trading) Policy (see above).
Nomination and appointment
The board has adopted a Director Nomination and Appointment Procedure. This procedure is administered by the Remuneration and
Nominations Committee and includes guidelines relating to board composition, considerations for new director appointments and the
process by which potential directors are nominated and assessed.
Written agreement
The Director Nomination and Appointment Procedure requires the terms of appointment for all new directors to be set out in a formal
letter of appointment and also stipulates that new directors are to receive induction training regarding the Company’s values and culture,
governance framework, the RBD Ethical Conduct Policy, Board and Committee policies, processes and key issues, financial management
and business operations.
Diversity
The Company and the board are committed to promoting a diverse and inclusive workplace. This is outlined in the RBD Diversity Policy which is
available on the Company’s website. The Company endeavours to ensure diversity at all levels of the organisation to ensure a balance of skills
and perspectives are available in the service of its shareholders and customers.
Statement of corporate governance (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022
Statement of corporate governance
FOR THE YEAR ENDED 31 DECEMBER 2022
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022STATEMENT OF CORPORATE GOVERNANCE
As at 31 December 2022, the gender balance of the Company’s directors, officers and all employees is as follows:
Directors Officers* Employees
Dec 2022 Dec 2021 Dec 2022 Dec 2021 Dec 2022 Dec 2021
Female229%2 29%330%330%5,98050%5,17145%
Male5 71%5 71%770%7 70%5,937 49%5,579 49%
Not specified721% 6906%
Total7 100%7 100%10100%10 100%11,989 100%11,440 100%
* “Officers” is defined in the NZX Listing Rules as only including those members of management who report directly to the board or report directly to a person who
reports to the board. As at 31 December 2022, the Group CEO is the only direct report to the board and the Group CFO, COO, CPO, CLCO, CMO and four Local
Operating Division CEOs are the only direct reports to the Group CEO.
The RBD Diversity Policy requires the Remuneration and Nominations Committee to develop and recommend to the board a set of measurable
goals for the Company to drive achievement of the objectives of the policy. The board considers that the performance of the Company during
the period ended 31 December 2022 in relation to most of the systemic elements of the RBD Diversity Policy was satisfactory.
Board appraisal and training
The board has adopted a performance appraisal programme by which it biennially monitors and assesses individual and board performance.
The Company does not impose any specific training requirements on its directors but does expect all directors to carry out appropriate training
to enable them to effectively perform their duties. New directors complete an induction programme with Company senior management.
Access to resources and advice
Directors may seek their own independent professional advice to assist with their responsibilities. During the 2022 financial year, no director
sought their own independent professional advice, but the board sought external advice and/or assistance with respect to the impending
retirement of the Group CEO and CFO.
Re-election
Pursuant to the requirements of the NZX Listing Rules, directors of the Company must not hold office (without re-election) past the third
Annual Shareholders’ Meeting following their appointment or three years (whichever is later) but may seek re-election at that meeting. At
the 2022 Annual Shareholder Meeting José Parés, Carlos Fernández, Emilio Fullaondo, Stephen Ward, Huei Min (Lyn) Lim and Luis Miguel
Álvarez were re-elected as directors of the company.
Meetings
The board normally meets eight to ten times a year and, in addition to reviewing normal operations of the Company, approves a strategic
plan and annual budget each year.
Board meetings are usually scheduled annually in advance, although additional meetings may be called at shorter notice.
Directors receive formal proposals, management reports and accounts in advance of all meetings.
The Group CEO and Group CFO are regularly invited to attend board meetings and participate in board discussion. Directors also meet with
other senior executives on items of particular interest.
Board and committee meeting attendance for the period ended 31 December 2022 was as follows:
Name
Board
meetings
held
Board
meetings
attended
Audit
and Risk
Committee
meetings
held
Audit
and Risk
Committee
meetings
attended
Health
and Safety
Committee
meetings
held
Health
and Safety
Committee
meetings
attended
Remuneration
and Nominations
Committee
meetings held
Remuneration
and Nominations
Committee
meetings attended
L M Álvarez 109n/an/a n/an/a33
J Parés101033n/an/an/a n/a
E Fullaondo1010333333
C Fernández1010n/an/a n/an/an/a n/a
S Ward1010333333
H M Lim1010333333
M Pato-Castel1010n/an/an/an/an/an/a
PRINCIPLE 3 – BOARD COMMITTEES
“The Board should use committees where this will enhance effectiveness in key areas, while retaining board responsibility.”
From amongst its own members, the board has appointed the following permanent committees:
Audit and Risk Committee
As at 31 December 2022, the members of the Audit and Risk Committee were Emilio Fullaondo (Chair), José Parés, Stephen Ward and Huei
Min (Lyn) Lim. This committee is constituted to monitor the veracity of the financial data produced by the Company, ensure controls are
in place to minimise the opportunities for fraud or for material error in the accounts and to oversee the operation of the Company’s Risk
Management Framework (discussed in more detail in the “Risk Management Framework” section under Principle 6). A majority of the
committee’s members must be independent directors and executive directors may not be members of the committee.
The Audit and Risk Committee meets two to four times a year. External auditors of the Company, senior management and executives
performing internal audit management from within the Company attend by invitation. The external auditors also meet separately with the
Audit and Risk Committee with no members of management present.
The Audit and Risk Committee has adopted a charter setting out the parameters of its relationship with internal and external audit functions.
The charter (which is available on the Company’s website) requires, among other things, five yearly reviews of the external audit relationship
and audit partner rotation.
Remuneration and Nominations Committee
As at 31 December 2022, the members of the Remuneration and Nominations Committee were Stephen Ward (Chair), Huei Min (Lyn) Lim,
Emilio Fullaondo and Luis Miguel Álvarez. This committee is constituted to administer the Director Nomination and Appointment Procedure,
approve appointments of senior executives of the Company (principally the Group CEO and those reporting directly to the Group CEO) and
make recommendations to the board in relation to terms of remuneration for non-executive directors and senior executives. It also reviews any
company-wide incentive and share option schemes as required and recommends remuneration packages for directors to the shareholders.
The Remuneration and Nominations Committee has adopted a written charter which is available on the Company’s website.
Health and Safety Committee
As at 31 December 2022, the members of the Health and Safety Committee were Huei Min (Lyn) Lim (Chair), Stephen Ward and Emilio Fullaondo.
This committee is constituted to assist the board to provide leadership and policy in discharging its health and safety governance duties. In
particular, the Health and Safety Committee is responsible for administering the Company’s Health and Safety Framework, monitoring and
assessing the Company’s Health and Safety performance and developing Health and Safety targets/objectives for the business.
The Terms of Reference for the Health and Safety Committee are set out in the Board Health and Safety Charter which is available on the
Company’s website.
At the time of this report’s publication, the board has appointed the (newly renamed) Health, Safety & Sustainability Committee to assist
the board in fulfilling Restaurant Brands’ environmental, social and governance responsibilities and objectives by providing leadership
and oversight for environmental, social and governance policies and disclosure matters. The Health, Safety and Sustainability Committee
also assists the Audit & Risk Committee with collecting, reviewing and verifying the data that goes into our sustainability reports, and has
oversight of Restaurant Brands’ ESG performance and annual targets.
The Health, Safety & Sustainability Committee has adopted a revised written charter which is available on the Company’s website.
Other sub-committees may be constituted and meet for specific ad-hoc purposes as required.
Takeover protocols
The board has adopted a set of Takeover Procedures and Protocols to be followed if there is a takeover offer for the Company. The Takeover
Procedures and Protocols provides for the formation of a committee of independent directors to consider and manage a takeover offer in
accordance with the Takeovers Code.
Statement of corporate governance (continued)Statement of corporate governance (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022STATEMENT OF CORPORATE GOVERNANCE
PRINCIPLE 4 – REPORTING AND DISCLOSURE
“The Board should demand integrity in financial and non-financial reporting and in the timeliness and balance of corporate disclosures.”
Continuous Disclosure Policy
The board and Company are committed to promoting shareholder and market confidence through open, timely and accurate communication
in compliance with the Company’s continuous disclosure obligations under the NZX and ASX Listing Rules and the Financial Markets
Conduct Act 2013. The RBD Continuous Disclosure Policy contains processes and procedures for ensuring that there is full and timely
disclosure of market sensitive information to all shareholders and other market participants and also outlines the responsibilities in relation
to the identification, reporting, review and disclosure of material information. The board has appointed a Disclosure Officer to administer
this policy.
Charters and policies
Copies of the Company’s key governance documents (including the Board Charter, Committee Charters, RBD Diversity Policy, RBD
Continuous Disclosure Policy, RBD Director and Senior Executive Remuneration Policy, RBD Code of Ethical Conduct, RBD Human Rights
Policy and RBD Securities (Insider Trading) Policy are available in the “Governance” section of the Company’s website.
Financial reporting
The board is committed to ensuring integrity and timeliness in its financial reporting and providing information to shareholders and the
wider market which reflects a considered view on the present and future prospects of the Company.
The Audit and Risk Committee oversees the quality and integrity of the Company’s external financial reporting including the accuracy,
completeness, balance and timeliness of financial statements. It reviews the Company’s full and half year financial statements and makes
recommendations to the board concerning the application of accounting policies and practice, areas of judgement, compliance with
accounting standards, stock exchange and legal requirements as well as the results of the external audit.
While the Audit and Risk Committee ultimately oversees the quality of the Company’s external financial reporting, the Company’s management
also provides confirmation in writing to the board that the Company’s external financial reports represent a true and fair representation of the
financial performance of the Company.
Non-financial reporting
The Company’s Environmental, Social and Governance Report is set out earlier in this annual report. The Company continues to develop its
environmental, social and governance reporting framework.
PRINCIPLE 5 – REMUNERATION
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Board remuneration
The Company’s approach to the remuneration of directors and senior executives is set out in the RBD Director and Senior Executives
Remuneration Policy. The board’s Remuneration and Nominations Committee reviews director and senior executive remuneration and
makes recommendations to the board after taking into account the requirements of the policy. The Remuneration and Nominations
Committee’s membership and role are set out in more detail under Principle 3 above.
The total pool of director fees authorised at the Annual Shareholders’ Meeting on 21 June 2018 was $475,000 per annum. At the time the total
pool was authorised, the Company had five directors. On 24 June 2021, the board resolved to increase the directors’ fees pool in accordance
with NZX Listing Rule 2.11.3 by $172,500 to $647,500 per annum to allow for directors’ fees to be paid to the two additional directors that joined
the board since the pool was last increased on 21 June 2018.
No directors currently take a portion of their remuneration under a performance-based equity compensation plan, although a number of
directors do hold shares in the Company. Directors do not receive additional remuneration or benefits in connection with any directorship
they may hold of subsidiaries of the Company.
The terms of any retirement payments to directors are prescribed in the Company’s constitution and require prior approval of shareholders
at a general meeting. No retirement payments have been made to any director.
The Company has insured all of its directors and the directors of its subsidiaries against liabilities to other parties (except the Company or a related
party of the Company) that may arise from their position as directors. The insurance does not cover liabilities arising from criminal actions.
The Company has executed a Deed of Indemnity, indemnifying all directors to the extent permitted by section 162 of the Companies Act 1993.
Group Chief Executive Officer remuneration
The remuneration arrangements in place for the Group CEO consist of a base salary and a short term incentive scheme. In addition, in
September 2022 the Group CEO was awarded a one-time compensation benefit due to his impending retirement in March 2023. Details of
the Group CEO remuneration arrangements (including the amounts paid in 2021 and 2022 financial periods) are set out in Note 19 to the 31
December 2022 financial statements in this annual report.
PRINCIPLE 6 – RISK MANAGEMENT
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should regularly
verify that the issuer has appropriate processes that identify and manage potential and material risks.”
Risk management framework
The Company has a Risk Management Framework for identifying, monitoring, managing and controlling the material risks faced by the
business. While the board is ultimately responsible for the effectiveness of the Company’s Risk Management Framework, the Audit and Risk
Committee administers the Risk Management Framework and:
–receives and reviews regular risk reporting from management;
–provides recommendations to the board in relation to:
›key/material risk identification and appetite levels;
›whether the Company’s processes for managing risks are sufficient; and
›incidents involving serious fraud or other material break-down/failing of the Company’s internal controls;
–periodically reviews:
›key/material risks that have been identified and the controls in place to manage them; and
›the Company’s business activities to identify likely sources of new risks; and
–confirms the robustness of the Risk Management Framework to the board on an annual basis.
The Committee is required to review the Risk Management framework at least biennially and conduct regular deep dive assessments of
each key/material risk to the Company’s business and the associated business controls management have put in place to manage/mitigate
these risks.
In managing the Company’s business risks, the board approves and monitors additional policies and processes in such areas as:
–Internal Audit – regular checks are conducted by operations and financial staff on all aspects of store operations.
–Treasury Management – exposure to interest rate and foreign exchange risks is managed in accordance with the Company’s treasury policy.
– Financial Performance – full sets of management accounts are presented to the board at every meeting. Performance is measured against an
annual budget with periodic forecast updates.
– Capital Expenditure – all capital expenditure is subject to relevant approval levels with significant items approved by the board. The board
also monitors expenditure against approved projects and approves the capital plan.
Insurance
The Company has insurance policies in place covering most areas of risk to its assets and business. These include material damage and business
interruption cover at all of its sites. Policies are reviewed and renewed annually with reputable insurers.
Health and safety
The Company’s Health and Safety Committee is responsible for reviewing and making recommendations to the board in respect of the
Company’s health, safety and wellbeing policies, procedures and performance. The Committee’s primary responsibility is to ensure that the
systems used to identify and manage health, safety and wellbeing risks are fit for purpose and are being effectively implemented, reviewed
and continuously improved. The Committee is also responsible for developing health and safety targets/objectives for the business. At the
time of this report’s publication, the Committee has been renamed as the Health, Safety & Sustainability Committee.
Management and the Committee receive detailed reporting on lead and lag indicators of health, safety and wellbeing performance including
health and safety incidents, injury rates by severity and mechanism, identified hazards and outputs from local, area and regional employee
health and safety forum meetings. The Company has dedicated health and safety experts who investigate incidents, analyse hazard/incident
trends to identify and mitigate potential health, safety and wellbeing risks and review, develop and monitor compliance with health, safety
and wellbeing processes and procedures.
At an individual store level, comprehensive policies and procedures for carrying out tasks in a safe manner are in place and regularly reviewed
to ensure they remain fit-for-purpose. Staff are trained in these policies and procedures as part of their induction. Registers are kept of
potential hazards at each store and regular reviews/audits of compliance with health, safety and wellbeing processes and procedures are
carried out by internal staff and external providers.
Reporting of lag indicators of health, Safety and wellbeing performance is contained in the Environmental, Social and Governance Section
of this annual report.
Statement of corporate governance (continued)Statement of corporate governance (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022STATEMENT OF CORPORATE GOVERNANCE
PRINCIPLE 7 – AUDITORS
“The board should ensure the quality and independence of the external audit process.”
External auditor
Oversight of the Company’s external audit arrangements is the responsibility of the Audit and Risk Committee. The Committee operates
under the Audit and Risk Committee Charter which (among other things) requires the Committee to:
–recommend the appointment of the external auditor;
–set the remuneration and review the performance of the external auditor;
–ensure the relationship with the external auditor is reviewed every five years and that the audit partner is rotated after five years;
–set the scope and work plan of the annual audit and half year review (along with the external auditor and management);
–ensure that no unreasonable restrictions are placed on the external auditor by the board or management;
–ensure that open lines of communication are maintained between the board, internal audit, management and the external auditor; and
–ensure the independence of the external auditor by:
› reviewing the nature and scope of professional services outside of the external statutory audit role proposed to be provided by the external
auditor and approving or declining their use in light of the requirement for external auditor independence;
› monitoring any approved services outside of the external statutory audit role provided by the external auditors to ensure that the nature
and scope of such professional services does not change in a manner that could be perceived as impacting on the external auditor’s
independence;
› reviewing the nature and scope of professional audit services proposed to be provided by firms other than the external auditor and
approving or declining their use in light of the requirement for external auditor independence; and
› reviewing and approving or declining any proposed employment by the Company or its subsidiaries of any former audit partner or
audit manager.
The Audit and Risk Committee receives an annual confirmation from the external auditor as to their independence from the Company. The
external auditor regularly meets with the Committee (including meetings without management present) and attends the Company’s Annual
Shareholders’ Meeting where the lead audit partner is available to answer questions from shareholders.
PwC have been the Company’s auditors since 2008.
Internal audit
The Audit and Risk Committee is responsible for the integrity and effectiveness of the Company’s internal audit function. The Company has
an internal audit team that performs assurance and compliance reviews across the Company’s operations as part of an annual programme
of work agreed with the Audit and Risk Committee.
PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS
“The Board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage
with the issuer.”
Shareholder communication
The board places importance on effective shareholder communication. Half year and annual reports are published each year and posted
on the Company’s website, together with quarterly sales releases, profiles of directors and key members of management, key governance
documents and copies of investor presentations. From time to time the board may communicate with shareholders outside this regular
reporting regime.
Shareholders are provided with the option of receiving communications from the Company electronically.
Consistent with best practice and of the Company’s continuous disclosure obligations under the NZX Listing Rules, external communications
that may contain market sensitive data are released through NZX and ASX in the first instance. Further communication is encouraged with
press releases through mainstream media. The board formally reviews its proceedings at the conclusion of each meeting to determine
whether there may be a requirement for a disclosure announcement.
Shareholder meetings
Shareholder attendance at annual meetings is encouraged and the board allows extensive shareholder debate on all matters affecting the
Company. The Company complies with its obligations under the Companies Act 1993 and the NZX Listing Rules in relation to obtaining
shareholder approval for major decisions/actions that may change the nature of the company shareholders have invested in.
Notice of the Company’s Annual Shareholders’ Meeting will be available at least 20 working days prior to the date of the meeting.
In accordance with the requirements of Rule 6.1.1 of the NZX Listing Rules, voting at the Annual Shareholders’ Meeting will be carried out by
way of a poll on the basis of one share, one vote.
Statement of corporate governance (continued)Statement of corporate governance (continued)
FOR THE YEAR ENDED 31 DECEMBER 2022FOR THE YEAR ENDED 31 DECEMBER 2022
RESTAURANT BRANDS – THE ANNUAL REPORT 31 DECEMBER 2022
Corporate directory
DIRECTORS
José Parés (Chairman)
Emilio Fullaondo
Carlos Fernández
Luis Miguel Álvarez
Stephen Ward
Huei Min (Lyn) Lim
Maria Elena (Malena) Pato-Castel
REGISTERED OFFICE
Level 3
Building 7
Central Park
666 Great South Road
Penrose
Auckland 1051
New Zealand
SHARE REGISTRAR
New Zealand
Computershare Investor Services Limited
Level 2
159 Hurstmere Road
Takapuna
Private Bag 92 119
Auckland 1142
New Zealand
T: 64 9 488 8700
E: enquiry@computershare.co.nz
Australia
Computershare Investor Services Limited
Yarra Falls
452 Johnston Street
Abbotsford, VIC 3067
GPO Box 3329
Melbourne, VIC 3001
Australia
T: 1 800 501 366 (within Australia)
T: 61 3 9415 4083
F: 61 3 9473 2500
E: enquiry@computershare.co.nz
Annual meeting
18 May 2023
Financial year end
31 December 2023
Annual profit announcement
February 2024
Financial calendar
AUDITORS
PricewaterhouseCoopers
SOLICITORS
Bell Gully
Harmos Horton Lusk
Meredith Connell
Squire Patton Boggs
Corrs Chambers Westgarth
Cades Schutte
BANKERS
Westpac Banking Corporation
J . P. M o r g a n
Rabobank
Bank of China
C O N TAC T D E TA I L S
Postal Address:
P O Box 22 749
Otahuhu
Auckland 1640
New Zealand
Telephone: 64 9 525 8700
Fax: 64 9 525 8711
Email: investor@rbd.co.nz
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.