Annual Report Provided
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
RESTAURANTBRANDS.CO.NZ
Ta b l e o f
contents
Page
Highlights02
Key results02
Financial highlights03
The year at a glance04
Chairman and CEO's report06
New Zealand operations09
Australian operations10
Hawaiian operations11
Californian operations12
Our Business14
One Group14
Our strategy16
Our winning recipe18
Environmental, Social and Governance report24
Board of Directors44
Pro forma profit statement48
Non-GAAP financial measures49
Financial statements50
Notes to and forming part of the financial statements57
Independent auditor's report89
Shareholder information95
Statutory information97
Statement of corporate governance100
Corporate directory109
Financial calendar109
ANNUAL REPORT 2023
ABOUT RESTAURANT BRANDS
Restaurant Brands New Zealand Limited (RBNZ) and its subsidiaries (together the Group),
also referred to as Restaurant Brands (RBD), 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, Saipan 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.
Restaurant Brands
B1
Annual Report — 31 December 2023
Year in review
Financial highlights
HISTORICAL SUMMARY
44 Weeks52 Weeks52 Weeks52 Weeks52 Weeks
All figures in $NZm unless stated31 Dec 201931 Dec 202031 Dec 202131 Dec 202231 Dec 2023
Financial performance
Store sales*
New Zealand3 6 7. 5410.4461.1529.2571.8
Australia169.1214.9244.1283.4310.0
Hawaii168.9215.1206.52 47. 52 5 9 .7
California–51.9156.517 9.01 8 0 .7
Total store sales705.5892.31,068.21,239.01,322.2
Store EBITDA* before G&A
New Zealand6 7. 975.983.389.380.5
Australia25.229.531.631.23 7. 8
Hawaii22.933.533.842.345.0
California–8.523.817. 115.1
Total Store EBITDA116.01 47. 417 2 .6180.0178.4
Operating profit64.474.8102.18 6 .778.6
NPAT (reported)30.130.651.932.116.3
Financial position/cash flow
Share capital154.6154.6154.6154.6154.6
Total equity208.0230.52 8 9 .7293.2290.4
Total assets879.91,180.21,329.81 , 4 17. 31,425.8
Operating cash flows8 7. 6111.9126.4121.61 2 7. 8
Shares
Shares on issue124,758,523124,758,523124,758,523124,758,523124,758,523
Number of shareholders6,0265,4285,1805,2255,158
Basic earnings per share24.1c24.6c41.6c25.8c13.0c
Ordinary dividend per share0c0c32.0c16.0c0c
Number of stores (year end)
New Zealand148137137143147
Australia6570798384
Hawaii7472737570
California–69707575
Total stores287348359376376
Number of employees
New Zealand3,7774,5823 ,74 84,0414,422
Australia3,8874,0554,5264 ,7 1 94,698
Hawaii1,9352,0551 ,7 6 41,6871,697
California–1,3811,4021,5421,536
Total employees9,59912,07311,44011,98912,353
* Store sales and Store EBITDA for each of the concepts may not aggregate to the total due to rounding.
Key results
TOTAL STORE SALES
Total Group store sales hit a record
high of $1,322.2 million, an increase
of $83.2 million (6.7%) on FY22, with
all four operating divisions showing
growth in terms of $NZ.
NET PROFIT AFTER TAX (NPAT)
The reported NPAT of $16.3 million for
the year was down $15.8 million on the
prior year. This was primarily driven by
inflationary impact experienced in the
first half of the year.
TOTAL STORE EBITDA*
Total Store EBITDA for the period was
$178.4 million. This was down 0.9%
on the previous year.
TOTAL STORES
Total owned stores as at
31 December 2023 were 376,
unchanged from 31 December 2022.
Pizza Hut stores in New Zealand
reached 124 (118 are operated by
independent franchisees).
TOTAL STORE EBITDA ($NZm)TOTAL ASSETS ($NZm)
178.4
180.0
17 2.6
116.0
1 47. 4
23
22
21
2019
1 ,4 2 5. 8
1 , 4 1 7. 3
1,329.8
879.9
1,180.2
23
22
21
2019
TOTAL STORE SALES ($NZm)NPAT (REPORTED) ($NZm)
1,322.2
16.3
1,239.0
32.1
1,068.2
51.9
705.5
30.1
892.3
30.6
2323
2222
2121
20201919
* Store EBITDA is earnings before interest, tax, depreciation and amortisation. The Store EBITDA amounts referred to throughout this report are before General and Administration
(G&A) expenses, NZ IFRS 16 and Other Items. Store EBITDA is a non-GAAP financial measure and is not in accordance with NZ IFRS.
Restaurant Brands
23
Annual Report — 31 December 2023
HIGHLIGHTSHIGHLIGHTS
FINANCIAL RESULTS
58 .7m
12,353
EMPLOYEES
HAPPY CUSTOMERS SERVED IN FY23
498
STORES
376
122
OWNED
FRANCHISED
$16.3mN PAT
$1.3bSTORE SALES$178.4m
EBITDA
$1.4bASSETS
Year at a glance
Restaurant Brands
45
Annual Report — 31 December 2023
HIGHLIGHTS
We thank our investors for their
support in what was a challenging year
as the Group managed the ongoing
impact of the economic environment,
while ensuring we continue to deliver
long-term shareholder value.
Despite the challenging operating
environment, sales remain strong,
reaching a record high of $1,322.2
million, with growth delivered across
all four operating regions in NZ dollars.
Same store sales were positive in
all divisions, with the exception of
California, where consumer spending
continues to be adversely impacted
by inflation.
All divisions continued to experience
ingredient inflation and minimum
wage increases in FY23, with
New Zealand stores suffering the
most, impacting margins and total
Store EBITDA, particularly in the first
half of the year (1H 2023).
Inflation pressures eased in most
regions in the second half of the year,
and the implementation of strategic
initiatives, including cost control
measures, proved to be successful,
with margin gains achieved in the
second half (2H 2023).
This delivery of record sales growth,
in adverse economic conditions,
demonstrates that our pricing
strategy, which carefully balances the
need to mitigate consumer pressures
while protecting sales volume and
brand health, is working.
Chairman and
CEO’s report
CHAIRMAN AND CEO’S REPORT
JOSÉ PARÉS
CHAIRMAN
ARIF KHAN
GROUP CEO
Welcome to the Restaurant Brands’ Annual Report
for the year ended 31 December 2023 (FY23)
This includes technology investment to
streamline contracting, procurement,
revenue management, hiring, inventory,
point of sale and financial management
processes to drive cost and time
efficiencies.
Alongside diligent margin and cost
controls, we are focused on being
disruptive in the way we bring value
to our customers. This includes
innovation across our menu,
store formats, operations and
customer experience and continued
investment into digital platforms and
marketing programmes to maximise
customer access.
We are confident that these
workstreams place the Group in
a strong position to deliver on its
strategy to achieve improved margins,
increased profit in FY24 and provide
long-term shareholder value.
LOOKING FORWARD:
Our recipe for recovery
and growth
Inflation remains elevated and above
central bank targets, impacting the
Group’s margins. We continue to
monitor the impacts of this closely
on all divisions.
Over the coming 12 months, we will
continue to drive improved margin
and profit levels, while maintaining
momentum on positioning the Group
to deliver sustainable long-term value.
Our strategy is outlined on page 16 of
this report.
We are delivering against business
improvement and innovation
workstreams to ensure our systems
and processes are fit for purpose to
meet the challenges of the current
operating environment and our
growing store network.
Despite the challenging
operating environment,
sales remain strong,
reaching a record high
of $1,322.2 million,
with growth delivered
across all four
operating regions.
Restaurant Brands
67
Annual Report — 31 December 2023
NEW ZEALAND OPERATIONS
The New Zealand business contributed
total store sales of $571.8 million, up
$42.6 million or 8.1% on FY22. Same
store sales increased 6.2%. This was
driven by strong sales for the KFC
brand, along with growing momentum
in the Carl’s Jr. and Taco Bell brands.
The New Zealand business once again
delivered a solid result, despite tough
economic conditions.
Total store sales are up $42.6 million
to $571.8 million, an increase of
8.1% from FY22, showing strong
customer growth.
Positive same store sales growth
of 6.2% (2.4% in FY22) and the
opening of four new stores during
the year drove a strong result in
tough economic conditions.
Store EBITDA for New Zealand
operations was $80.5 million,
down $8.8 million. This was due to
persistent inflation, particularly in
1H 2023. Inflationary pressures are
primarily attributable to ingredient,
labour input, and occupancy costs.
Cost reduction initiatives and
strategic pricing improved the result
in 2H 2023 with Store EBITDA margin
up by 2.0% from 1H 2023. Our strategic
pricing programme is being executed
at a pace and level to ensure both
margin recovery and brand health.
As a result, same store sales growth
was maintained without compromising
sales volumes.
The New Zealand KFC and Pizza
Hut businesses both delivered the
strongest sales in their respective
brand histories. The continued
innovation of new products contributed
to weekly sales records for both brands.
Carl’s Jr. continues to perform well,
with sales up on last year. Two new
delivery and carry-out concept stores
(Auckland and Hamilton) were opened
during the year, further expanding
the network, and continuing to build
brand awareness.
Although Taco Bell remains a small
portion of the New Zealand business,
brand sales are strong and increased
by 13.3% year on year as a result of new
store openings and a refreshed menu.
Management has been realigned
to bring the New Zealand and
Australian Taco Bell divisions under
one leadership team and the brand
continues to further establish itself
in the New Zealand market despite
a slow start.
Store developments slowed
across all brands due to restricted
availability of building materials and
store equipment. The New Zealand
division opened four new stores
in the year: KFC Karaka, Taco Bell
Otahuhu and two Carl’s Jr. in Glenfield
and Hamilton East, increasing total
owned stores to 147.
The Pizza Hut store network has
increased by 10 new independently
franchised stores. This brought the
total number of Pizza Hut stores to
124, of which 118 are operated by
independent franchisees under a
master franchise agreement with
Restaurant Brands.
Significant store enhancements have
been made in FY23, with 22 stores
refurbished over the year. We remain
committed to our development
programme with further new
store builds and refurbishments
planned for FY24.
While the pace of increased input costs
is expected to slow in 2024, inflation is
expected to persist and place pressure
on EBITDA margins.
Our strategy, which includes
investments in new technologies to
drive store efficiencies and customer
access, strategic price increases,
cost reduction measures, and the
innovation of our staff and customer
experience will continue to assist in our
journey to margin and profit recovery.
CHAIRMAN AND CEO’S REPORTCHAIRMAN AND CEO’S REPORT
$571.8M
NEW ZEALAND TOTAL
STORE SALES ($NZm)
31 Dec 202331 Dec 2022Change ($)Change (%)
Store sales ($m)571.8529.2+42.6+8.1
Store EBITDA ($m)80.589.3-8.8-9.9
EBITDA as a % of sales14.116.9
Store numbers147143
GROUP OPERATING RESULTS
Group store sales totalled
$1,322.2 million, up $83.2 million on
the previous year. Same store sales
were positive in all regions except
for California, which was impacted
by an inflation driven reduction in
consumer spending.
NPAT for the year ended 31 December
2023 was $16.3 million. The reduction
of NPAT on the prior year is a result of
continuing inflation pressures, higher
financing costs, and reduced consumer
spending which affected California
throughout the year and New Zealand in
1H 2023. NPAT includes an impairment
of $9.0 million ($6.4 million after-tax).
Total Store EBITDA was $178.4
million, down $1.6 million or 0.9% on
the prior year. EBITDA margins (as a %
of sales) reduced from 14.5% to 13.5%.
The decrease in EBITDA is due to
tighter margins caused by continued
cost pressures across all divisions,
particularly in 1H 2023. Inflationary
pressures eased in the second half
of the year.
STORE NUMBERS
The Group’s owned store numbers
as at 31 December 2023 totalled
376, comprising 147 in New Zealand,
84 stores in Australia, 70 in Hawaii
and 75 in California. Pizza Hut
stores in New Zealand increased
to 124, of which 118 are operated
by independent franchisees.
$NZm31 Dec 202331 Dec 2022Change ($)Change (%)
Total Group store sales1,322.21,239.0+83.2+ 6 .7
Group Net Profit After Tax
(NPAT)16.332.1-1 5 . 8-49.3
Group Store EBITDA178.4180.0-1 .6-0.9
Restaurant Brands
89
Annual Report 31 December 2023
Profitability remained strong for the
Hawaiian division despite continuing
staff shortages and cost pressures,
with both store sales and Store
EBITDA up on the prior year.
In $US terms, total store sales in
Hawaii were $US159.5 million, an
increase of 2% on FY22. Same store
sales increased 3.5% on FY22.
Store EBITDA was $US27.6 million,
a $US0.8 million increase on FY22,
showing a higher margin increase
than sales growth during FY23.
This result is attributable to strong
Taco Bell sales, which were partially
offset by a decline in Pizza Hut
sales growth.
AUSTRALIAN OPERATIONS
In $NZ terms, the Australian business
contributed total store sales of
$NZ310.1 million, up 9.4% on the
previous year, and Store EBITDA
of $NZ37.8 million, up 21.1% on
the previous year.
The Australian business continued
to deliver strong year-on-year sales
growth in FY23, with total sales of
$A286.6 million, up $A27.7 million,
or 10.7% on FY22. The implementation
of value-driven marketing strategies
had a positive impact on store
sales, delivering same store sales
growth of 6.5%.
Continued focus on operational
efficiencies, and sales growth in
Australia has resulted in Store
EBITDA of $A34.9 million (12.2% of
sales), an increase of $A6.3 million
or 22.0% on FY22. The improved
Store EBITDA result is driven by
the strong performance of the KFC
brand and the continued recovery
of the Sydney CBD and mall stores,
which have seen a marked recovery
through sales leverage.
Our strategic focus on staff
development, margin enhancing
initiatives, store upgrades and
investments in eCommerce
technology has further propelled
operational efficiency and helped to
maintain relevance in the Australian
QSR market.
KFC sales growth is driven by a
strategic approach of delivering
consumer value whilst mitigating
the impacts of inflationary pressures
through a measured price increase
programme. Growth was generated
across all channels, and in particular,
online sales, which delivered a
mix increase of 8.6% compared to
the prior year.
The uplift in Taco Bell sales is driven
by the annualised sales growth of
three stores launched during FY22
as well as two new store openings
in FY23 in Bathurst and Cessnock,
which has broadened brand reach in
key growth areas. Taco Bell Tamworth
was closed and will be converted to
a KFC store.
The division will continue to see
benefits from planned investment into
new stores and store refurbishments
in FY24.
The prevailing economic environment,
characterised by inflationary impact,
reduced consumer spending and
geopolitical volatility is expected to
place continued pressure on sales
volume and margins in FY24.
Our mitigation strategy, which
includes labour optimisation and
ongoing cost cutting measures will
continue to be implemented to protect
and improve margins where possible.
$286.6M
AUSTRALIA TOTAL STORE
SALES ($Am)
31 Dec 202331 Dec 2022Change ($)*Change (%)
Store sales ($Am)286.6259.0+ 2 7.7+1 0 .7
Store EBITDA ($Am)34.928.6+6.3+22.0
EBITDA as a % of sales12.211.0
Store numbers8483
31 Dec 202331 Dec 2022Change ($)Change (%)
Store sales ($USm)159.5156.4+3.1+2.0
Store EBITDA ($USm)2 7.626.8+0.8+3.0
EBITDA as a % of sales17. 317. 1
Store numbers7075
CHAIRMAN AND CEO’S REPORTCHAIRMAN AND CEO’S REPORT
$159.5M
HAWAII TOTAL
STORE SALES ($USm)
HAWAIIAN OPE R ATION S
In $NZ terms, Hawaiian operations
contributed $NZ259.7 million in store
sales, an increase of $NZ12.2 million or
4.9% on FY22. Store EBITDA increased
$NZ2.7 million to $NZ45.0 million,
partly supported by a favourable
NZD/USD exchange rate.
* Store sales and NPAT change may not aggregate to the total due to rounding.
The Taco Bell brand continues to
thrive in the Hawaiian market, with new
product innovations, unique customer
experiences and strong marketing
campaigns driving sales growth.
Staffing improvements and cost
cutting measures continue to drive
margin improvements.
Extended store hours in key stores
have been implemented to support an
uplift in Taco Bell’s late-night footprint
and attracted a larger customer base.
While the Pizza Hut brand experienced
a small decline in sales growth, new
product innovation and promotional
offerings supported sales. Hawaii Pizza
Hut also benefited from staffing gains,
which enabled select stores to expand
operating hours to access the late-
night customer market.
Overall Hawaii store numbers
decreased by five during the year,
with the closure of two stores in Pearl
Harbor, in May 2023. Two stores remain
temporarily closed in Lahaina following
the major wildfire in August 2023, and
one store at Johnson Circle was closed
in November 2023.
The Kahului Pizza Hut relocation is
expected to be completed in April 2024
and both the Taco Bell and Pizza Hut
brands will work on minor remodelling
and refurbishment projects to support
the customer and brand experience.
Labour challenges continue in Hawaii
for both brands. Acquisition and
retention of store employees continue
to place pressure on the division, and
the increase of Hawaii’s minimum
wage by 16.7% on 1 January 2024
adds further costs into the business.
Our strategy to mitigate the
margin impacts of labour cost
increases includes our ongoing
strategic pricing programme, cost
controls and marketing initiatives.
We remain confident that similar
strong Store EBITDA margins can
be achieved in FY24.
Restaurant Brands
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Annual Report — 31 December 2023
CORPORATE & OTHER
General and administration (G&A)
expenses were $67.2 million, up
$5.7 million from last year reflecting
the effect of inflation on salary costs,
filling vacancies and upgrade of SaaS*
systems. G&A as a % of total revenue
was 4.8% which is up from 4.7%
for FY22.
Depreciation charges of
$89.3 million for the year ended
31 December 2023 were $4.1 million
higher than the prior year primarily
due to the impact of continued
capital expenditure particularly
on refurbishments of existing
stores. Included in the depreciation
charge was $42.6 million related
to right of use asset depreciation
incurred under NZ IFRS 16.
Financing costs of $56.2 million
(including interest on lease liabilities),
were up $11.7 million on the prior
year. Interest on bank debt for the
period ended 31 December 2023 was
$20.7 million, up $9.6 million on last
year, reflecting the impact of higher
of interest rates.
OTHER EXPENSES
Other net expenses of $6.1 million are
up $3.2 million from $2.9 million for
the prior year. This year’s increase is
primarily driven by a net impairment
charge of $9.0 million partially offset
by $4.7 million of insurance recovery
proceeds following the wildfire
in Lahaina and flood damage in
Australia. Remaining items in other
expenses in FY23 were $0.6 million
relating to a store closure in Australia
and $1.3 million of legal expenses
in California.
CASH FLOW & BALANCE SHEET
Total assets were $1,425.8 million, up
$8.5 million on FY22 primarily driven
by store refurbishments and eight
new stores added across the network
during the year which increased the
value of property, plant and equipment.
The Group also acquired land for new
store development. Total liabilities
were $1,135.4 million up $11.3 million on
the prior year, reflecting the inflationary
impact on trade and other payables,
the Group’s commitment to the store
refurbishment programme, and
higher levels of bank debt.
Operating cash flows supported
by inventory reductions were up
$6.3 million to $127.8 million.
Net investing cash outflows were
$84.7 million ($91.6 million in FY22).
A decrease of $6.9 million is mostly
attributable to a decrease in capital
expenditure and reflects the lower
investment in new store builds
compared with FY22.
DIVIDEND
The Board has assessed at balance
date the current and projected
financial position of the Group and
in particular its cash flows, capital
expenditure demands and debt
levels. Given the demands of the
store development programme on
the Group’s capital resources and
an increased level of debt, directors
believe it is in the best interests of
the Group to retain cash in order
to support growth and maintain
funding flexibility and maintaining
a healthy leverage ratio. No
dividend is declared for FY23.
$1,425.8M
TOTAL ASSETS
ANNUAL SHAREHOLDERS’
MEETING
The Annual Shareholders’ Meeting of
the company will be held in Auckland
on Friday 24 May 2024.
ACKNOWLEDGEMENTS
Restaurant Brands has over 12,000
employees. This amazing team
has done an outstanding job in the
challenging environment. They have
been working very hard to ensure we
continue to deliver top quality product
and service to our customers. We are
also fortunate to have the support and
invaluable trust of an extraordinary
group of shareholders and continues
guidance from the board members.
Our sincere thanks to our customers
and the entire team as we appreciate
the passion and dedication put in by
our staff and leaders, as this is what
makes Restaurant Brands a success.
José Parés
Chairman of the Board
Arif Khan
Group CEO
CALIFORNIAN OPERATIONS
In $NZ terms, the Californian
operations contributed $NZ180.7
million in store sales, up $NZ1.7 million
or 0.9% on FY22, partially offset by a
favourable NZD/USD exchange rate.
In $US terms, store sales were
$US110.9 million, down by
$US2.3 million or 2% on a total basis
compared to FY22.
The Californian division continues to
navigate the impacts of the inflationary
environment on ingredients and
labour costs, alongside a market-wide
reduction in consumer spending.
Although inflation eased in the second
half of FY23, the shift in consumer
preference to a value-orientated menu
and promotional items and competitive
pressure, has hampered the ability
to fully recover.
Mitigation measures implemented to
drive sales and limit impact on margins
are showing progress, however at a
rate slower than expected. As a result,
Store EBITDA was $US9.3 million (8.4%
of sales), down 14.7%, on FY22. Total
store sales were $US110.9 million,
down 2.0% on FY22 and same store
sales were down 4.3% on FY22.
Californian store numbers remained
unchanged during the year overall
compared to prior year. KFC
Paramount was opened in June 2023
and two KFC stores opened in the
Southern California cities of South
Gate and Ontario in December 2023.
This was offset by the closure of three
stores located in challenging trading
locations as part of our portfolio
optimisation plan.
Increased revenues from the two
stores opened in December will
flow into FY24.
During the year, we conducted trials
on enhanced energy management
systems in our stores to drive improved
energy efficiency and costs, primarily
around HVAC and lighting controls.
The trials were successful, and our
first wave of implementation will see
these systems rolled out to a third of
our store portfolio in the first half of
2024. We continue to explore and test
initiatives to make our stores more
efficient and reduce operating costs,
including labour.
Labour conditions remain tight,
and we are preparing for increased
labour costs, with the minimum wage
increasing by 29% to $US20.00
per hour effective 1 April 2024. The
impacts of this are being monitored
carefully, and mitigation measures
are in place to offset additional
margin pressure.
Increasing our market share in
the region remains a key area of
strategic focus, and workstreams are
underway to support this, including
additional investments in technology,
programmes to attract and retain
talent, and the optimisation of the
Californian store portfolio to refocus
on key areas of growth.
While this market remains challenging,
we believe we have the right strategy
in place and the benefits of this will be
realised over the next few years.
$110.9M
CALIFORNIA TOTAL
STORE SALES ($USm)
31 Dec 202331 Dec 2022Change ($)Change (%)
Store sales ($USm)110.9113.2-2.3-2.0
Store EBITDA ($USm)9.310.9-1 .6-1 4 .7
EBITDA as a % of sales8.49.6
Store numbers7575
CHAIRMAN AND CEO’S REPORTCHAIRMAN AND CEO’S REPORT
$8.5M
ON FY22
TOTAL ASSETS UP
* Software as a service (SaaS)
Restaurant Brands
1213
Annual Report — 31 December 2023
$1.3b
SALES
498
STORES
12,353
EMPLOYEES
As we begin to share values, ambitions, capabilities, brand intelligence and
learnings, so we will become more aligned and closer as an organisation. Across
the board, our teams are feeling the reality of belonging to something bigger than
their immediate day-to-day. Technologies and systems are drawing us together and
promising fresh opportunities for our people. It amounts to the potential of a new
Group energy that will enable new growth and value to flow through the business.
$1.4b
ASSETS
AS ONE TEAM
CALIFORNIA
PAGE 12
AUSTRALIA
PAGE 10
NEW
ZEALAND
PAGE 9
HAWAII
PAGE 11
One
Group
With operations spanning two hemispheres, we
are increasingly growing together as a Group.
Restaurant Brands
1415
Annual Report — 31 December 2023
OUR BUSINESSOUR BUSINESS
OUR BUSINESSOUR BUSINESS
Our
strategy
Our strategy is focused on two-key
priority areas: recovery and growth.
We are working to achieve improved
margins and increased profit, while
continuing to position the Group to
deliver sustainable long-term value for
our stakeholders and the best possible
experience for both our staff members
and our customers.
Across all divisions, we are adapting
at pace to respond to the changing
needs of the operating environment,
our customers, and our growing
store network.
We aspire to reach $2 billion in
Group sales and are well on our way
to achieving this through the growth
and optimisation of our portfolio.
We continue to operate winning brands
that are digital-first, younger, more
relevant, and more accessible every
day. Our strategy to achieve this is
enabled by technology, innovation,
operational excellence, and powered
by winning teams.
A recipe for recovery and growth
03
NETWORK EXPANSION
Our growth, and pathway to $2 billion in Group sales,
is fuelled by new stores, innovation of our store formats,
brand development and the optimisation of our portfolio.
We’re expanding our brand reach with the opening of new
company owned stores across all brands, in all markets.
Franchisees play a critical role in our recipe for success and we
have a strong focus on the recruitment of motivated business
owners to join our award-winning Pizza Hut network.
We’re adopting new store formats, including small-format delivery
and carry out models, drive-through, and mall concepts to meet
the changing needs of our customers. Where appropriate, we’re
consolidating our portfolio to focus on key growth areas.
While we believe the biggest near-to-medium term
growth potential lies in our current network, we
continue to explore and assess potential brand
acquisitions to support the growth of the
Restaurant Brands portfolio.
02
TECHNOLOGY INVESTMENT
We are enhancing our systems and processes to meet the
challenges of the current operating environment and support
our growing store network.
Our objective is to deliver significant cost and time efficiencies,
while improving customer access and our staff experience.
Foundational to achieving this is increased alignment across
all divisions and we’re maximising the benefits of combined
capabilities, data and brand intelligence across the Group.
A core component of our strategy is making our brands and products
event more accessible through digital channels to create higher
levels of online engagement and sales.
Our pipeline of technology investments include
enhanced contracting, procurement, pricing, hiring,
inventory, point of sale and financial
management tools.
01
MARGIN IMPROVEMENT
As we continue to navigate volatile economic conditions,
margin improvements are being driven by an ongoing
strategic pricing programme and cost control measures. We are
seeing the benefits of this strategy on our margins, and are proud
to have achieved this without impacting sales volume.
Customer loyalty and brand health remain foundational to
Restaurant Brands’ long-term growth. While the near-term focus is
firmly on managing inflationary pressures, our pricing programme
will continue to be executed at a pace that support sales volumes,
protects our strong customer base and maintains relativity
to competitors into the future.
04
WINNING BRANDS
AND CUSTOMER EXPERIENCES
We are disrupting our brand offering to ensure we deliver
value that goes far beyond price and create new ways
to grow revenue.
Our focus is on building modern, distinctive, relevant,
digital-first brands that deliver a winning experience not only
to our customers, but to the Restaurant Brands team, and our
franchisee network.
A culture of innovation drives our strategy forward.
We are transforming our menus, store formats and
customer experience models, and investing in digital
platforms and marketing programmes to enhance
access to new customers and optimise our
current customer base.
Strategic Drivers
GROWTH
GROWTH
RECOVERY
RECOVERY
ENABLERS
Our People
Technology
Operational excellence
Innovation
FY23 was a challenging year, but one
that saw significant transformation
and progress against key initiatives
that will take the Group into a new era.
The work undertaken to enhance our
systems and innovate our customer
offering is clearly demonstrating its
value and the Group is well placed to
keep growing successfully.
We aspire to reach $2 billion in Group sales and
are well on our way to achieving this through
the growth and optimisation of our portfolio.
Restaurant Brands
1617
Annual Report 31 December 2023
Our winning
recipe
Embracing our diversity and team
culture for unified success.
For Restaurant Brands, the ultimate end game is the very best possible team
and customer experience – every day – across all brands, all markets and all
stores. It’s a Group-wide purpose for which the magic ingredient is the heart
and passion of every single employee right through the business from the
people at head office to the front-line individual team member who greets
and serves the customer.
OUR BUSINESS
TEAMS POWERED BY
TECHNOLOGY
There’s no doubt that in-store
kiosks, digital ordering and delivery
channels work well with sophisticated
always-on social media experiences
to orientate the brands towards
younger customers. Our group-
wide technology is helping to foster
belonging and inclusion among
employees as well, making them feel
a part of something bigger. Online
training, Plate (the Group’s employee
platform) and social media groups all
help to make the Group more visible
and help managers connect better
with team members.
The power of the team working
together as one can be formidable.
Take the Waikato region in NZ for
example. Area Manager, Berny Reid,
who speaks with pride about her team,
who she says embody the Group’s
unique culture and deliver on the
values every day, powered by the
Group’s digital connectivity.
We’re focused on building a winning team and
customer experience by making our brands
younger, more relevant and more accessible
every day. Technology enables us to make
great strides forward in that.
ARIF KHAN, GROUP CEO
“I’m grateful that I have such a
collaborative team. People step up,”
says Berny. The Restaurant Brands
culture fosters an environment of trust
and a strong sense of responsibility.
The technology we have in place
allows us to focus on great team
and customer experiences”.
BERNY REID
AREA MANAGER KFC (NZ)
Culture, ethnicity, language, age, life
experience are the ingredients that
come together to deliver a customer
experience. But because we’re
talking about people, combining
diverse talents and perspectives
makes the task a little more complex.
Everyone is different.
Arif Khan, Group CEO, sets the
tone. “We’re an extraordinarily
diverse company. By looking after
our people and giving them the
best team experience, they will look
after the customer and deliver a
winning customer experience. Get
that equation right, and the business
will always be in good shape.”
Under new leadership, the Group
is becoming more aligned, sharing
ambitions, capabilities, brand
intelligence and learnings. Leaders
are visible, on the ground and
listening with more ‘town hall’ team
gatherings, and field visits. Technology
investments are systematising
processes, making the brands more
accessible to both employees and
consumers alike.
Restaurant Brands
1819
Annual Report — 31 December 2023
OUR BUSINESS
N E W VA LU E S
The new Restaurant Brands Group
values, launched in 2023, have been
well received by all employees in all
markets. They’ve given Area Coaches
and restaurant General Managers
throughout the Group the tools to help
them build strong teams focused on
the company’s number one priority –
a winning customer experience.
Rebecca McLellan, General Manager
(GM) Operations and Customer
Experience (Australia), talks about
how the values represent a common
language to wrap around the
Group’s purpose.
“They help managers get comfortable
with the language so they can translate
our ‘why’ to their team members –
some of whom are young and fresh
out of school,” says Rebecca.
“Much more than this, the values are
helping us to rebuild connection
and belonging among our people –
something we all lost during COVID.
By building an environment of trust and
responsibility we can orientate young
people from all kinds of backgrounds,
TWO-WAY CONVERSATIONS
But it’s not just a one-way, top-down
approach. The annual Employee
Engagement Survey, has facilitates
a healthy and productive dialogue
and opportunity for learning from
the ground up. Employees give their
feedback knowing their voices will
be heard and acted upon – ‘trust is
our strength’ is one of the values.
From market to market, brand to
brand, store to store, and individual
to individual, the feedback is taken
very seriously.
“It’s important for us as leaders
to understand and listen to the
differences in our teams,” says David
Hill, Taco Bell Operations Manager
(NZ). “People respond differently to
the same prompt. Cultural sensitivities,
a mix of ages and languages means we
must actively listen and extra intently
if we are to help our people be the best
they can, to enjoy their work and pass
on that positivity to the customer.”
“Sometimes the improvements we
make, because we listen, can be
small. But they can have a big impact
in the field. Setting up a Help Desk for
managers to call has been a huge help.”
But aside from the survey feedback,
the Group’s operations managers are
instinctively attuned to the needs of
their team members.
“Because we’re one big family, we
can tell someone when something’s
not right,” says Monique. “And when
you have trust and openness, they’ll
tell us what’s wrong. Our culture is
unique like that.”
A WINNING CULTURE
Leaders across the Group play an
empowering role in supporting their
employees. It’s a way of describing
how leaders guide, enable and
empower individuals to shine and
make the best of themselves working
together with a common purpose.
OUR BUSINESSOUR BUSINESS
Restaurant Brands introduced a set of
group-wide values in June/July 2023
to enable everyone in the company
to focus on what matters and the
behaviours necessary for achieving
personal and business success.
Promotional, training and recognition
materials were presented and
shared across the different markets.
teach them life skills, and give them
purpose – all in a safe place. People
are enjoying coming to work.”
“Responsibility is our promise –
that’s my favourite value,” says Berny
Reid, “it helps me talk about taking
ownership and being accountable for
ourselves and our actions. The values
help us all to make good decisions.”
Monique Knight, Area Coach for KFC
in California, applauds the values
communication materials for how they
help her to recognise members of her
team for their values-led behaviours.
“I use the cards to show I value my
team members. They’re very cool and
provide a nice touch – especially when
we display them on the restaurant
notice board and publicly post the
reward achievers up on Plate for
everyone to see.”
Genicar Failano, Taco Bell Area Coach
(Hawaii), believes very strongly in this.
“I’m here to support the restaurant GMs,
every day and every week, however
I can – helping them to achieve their
career ambitions with our brand.
I bring everyone together regularly
through training, and also fun family
days at Thanksgiving and Christmas.
It’s important they feel they are part
of something bigger than their store.”
Rebecca McLellan adds, “I’m here
to make the lives of my teams easier.
It’s about being intentional and visible.
Face to face is so important in building
connections. It’s why I’m on the road
three to four days a week getting to see
as many of the people in the 72 stores
I look after as possible.”
Leanne Too, KFC Marketing
Director (NZ), describes growing
future leaders. “I’m focused on building
capability and empowering people
to make strategy with confidence. It’s
giving our people the right balance of
autonomy and guidance.”
Although Leanne is a recent recruit
in the Group – she came with a
solid international blue chip FMCG
background – she is enthused
and inspired by the Group culture.
“I’m part of a cohort of new blood
to come in with fresh perspectives
Great employee experiences
will always come first....
ARIF KHAN, GROUP CEO
and experiences to contribute, and I
sense a big appetite to share and learn
together as a group. It’s an amazing
forum here for recognition and
empowerment to innovate and create
sustainable growth with global brands.”
Georgina Frances, Digital Marketing
Director (NZ), agrees. “The team
culture here is in the best shape it’s
ever been. Cross functional sharing
and collaboration is at an all time high,
and autonomy and recognition are
very much alive. People are so happy
coming to work. We have a monthly
team marketing award, and our hash
tag ‘#WinWorthSharing’ initiative
applauds everyday achievements
and wins to keep everyone feeling
valued and motivated.”
Marc Gilchrist, GM Operations
for Pizza Hut (NZ), embraces the
teamwork culture principles to the
maximum – and has the metrics to
prove it works. He has to, because
he counts the 81 franchise owners
as customers who look to him and
Restaurant Brands New Zealand for
their return on investment. Marc and
his team, including Irena Uslinova
(Franchise Coach), deploy all of the
available tools they can to help create
a very special Pizza Hut culture.
JP & YASMEEN SAHOTA
INDEPENDENT FRANCHISEES (PH NZ)
Our
Values
The heart
of our culture:
L
E
A
R
N
M
O
R
E
A
T
R
B
D
.
C
S
O
D
.
C
O
M
Demonstrating
commitment to
our community and
environment, with
every decision.
Responsibility
is our
promise
L
E
A
R
N
M
O
R
E
A
T
R
B
D
.
C
S
O
D
.
C
O
M
Loyalty is our
commitment
Respecting our
company, employees
and partners, through
our commitments
and interactions.
L
E
A
R
N
M
O
R
E
A
T
R
B
D
.
C
S
O
D
.
C
O
M
Prudence is on our minds
We act with care,
consideration and
good judgement to
ensure our business
is sustainable
long-term.
L
E
A
R
N
M
O
R
E
A
T
R
B
D
.
C
S
O
D
.
C
O
M
Fairness
is our
foundation
We honour our dues,
live an honest life and
do right by all.
L
E
A
R
N
M
O
R
E
A
T
R
B
D
.
C
S
O
D
.
C
O
M
Trust
is our
strength
We offer certainty to
customers, employees,
investors and partners
through reliable and
consistent outcomes.
L
E
A
R
N
M
O
R
E
A
T
R
B
D
.
C
S
O
D
.
C
O
M
GEORGINA FRANCES
DIGITAL MARKETING DIRECTOR (NZ)
Restaurant Brands
2021
Annual Report 31 December 2023
says Irena. “We adapt the modules
for Pizza Hut and use the customer
satisfaction metrics to create the
tools and build the skills necessary
for franchisee success.”
Marc, who started his career as a
KFC brand manager and subsequently
became Marketing Manager for Carl’s
Jr., definitely feels a change in how the
Group is operating. “We’re giving our
franchisees more autonomy to take
initiatives and responsibility.”
For Pizza Hut in New Zealand, this has
worked exceptionally well given the
incredibly price-competitive pizza
market. The brand is appealing much
more to a younger audience nowadays,
and sales have risen accordingly
for three years in a row. It reflects a
performance that compelled the global
Pizza Hut leaders in Dallas to visit
New Zealand to see what they might
learn from this shining light downunder.
A WINNING TEAM
While Pizza Hut NZ has every right to
feel proud, so too are the many leaders
across the Group who see their teams
performing to their best. Because
when it comes to service the final
judge is, of course, our customer.
2023 was a tough year for Hawaii.
The wildfires brought havoc and
devastation for many. But her team
dug deep and played their part by
packing and delivering 700 food
boxes to the victims. Going above and
beyond saw three restaurant GMs,
selected to go to the Golden Bell Best
of the Best Awards. A joyful moment
for Genicar and her team.
Berny Reid can also feel the pride for
her team since one of her managers
has been selected to go through to
the international KFC Champions Club
– a brand wide recognition programme
culminating this year on Australia’s
Gold Coast – as one of the top 10 KFC
store managers from New Zealand.
Ultimately, a quality team experience
delivers a quality customer experience.
The two go hand in hand. Values,
new technologies and channels, and
impassioned ever-present leaders,
can combine to unlock a group-wide
potential to deliver even greater value
than ever. It’s a new beginning for the
Group – the foundations are in place,
and a new energy is flowing.
Arif vows to visit every store. “While
I’ve met every Area Manager and
Operations Manager, I want to meet
every single Restaurant GM across
every single store that we operate.
I’m getting there.”
“But it’s like everything we strive to
do – encouraging, instilling, coaching
and inspiring our people so they can
pass on their passion to the customer
experience. We can do all of that
– but none of it is real until it’s real
in the store.”
The pride, passion, optimism and
energy levels are getting stronger
across the Group.
And that customer
bell rings yet again.
Witnessing the Taco Bell that is rung by
satisfied patrons when they leave the
store feels good. “It rings a lot,” says
David Hill. “It’s loud too!” Manpreet
Kaur is a District Manager who takes
customer hospitality seriously. Her
six Carl’s Jr. stores achieved 90%
customer satisfaction. “Carl’s Jr. is
about table service and front of house.
It’s a superstar customer service
model that has no room for mistakes.”
Manpreet and her team’s passion for
customer service has seen the Carl’s Jr.
Takanini store winning the International
Restaurant of the Year award for three
years in a row.
Nothing gives area managers greater
pride than seeing their team members
recognised by the wider Group or
global brand operation.
Genicar Failano, Area Coach for Taco
Bell in Hawaii, was once a restaurant
GM herself and, at the time, the only
one from Hawaii to ever be selected
to attend the awards ceremony for
the top 100 performers out of 7,000
Taco Bell stores. She vowed that if she
became an Area Coach, she would
help one of her store managers to
be recognised and go as well.
“Because most of the stores are owned
by franchisees, our conversations
focus on how investing in culture leads
to increased sales and greater profit,”
says Marc.
“We combine online training with
in-store workshops on just about
everything. Not only on operational
specifics, but also creating community
and belonging by bringing people from
across all of the Pizza Hut stores. They
get to meet each other and share their
love of the brand.”
“Our Customer Mania workshops
focus on customer experience,”
MANPREET KAUR
DISTRICT MANAGER CARL’S JR. (NZ)
OUR BUSINESSOUR BUSINESS
RECOGNITION
Arif Khan leads the Restaurant Brands’s culture of employee recognition by
example, making it a priority to personally meet with as many frontline team
members as he can when he is visiting the Group’s international markets.
This is a culture he fosters among the entire Restaurant Brand’s leadership
team, and he says that customer experience will never exceed the team
experience at Restaurant Brands.
“No one has more insight into our business than our employees on the store
floor who are serving our customers, and utilising our systems and processes
every day. Great employee experiences will always come first. When we take
care of our people, and recognise their value, we know they will look after our
customers and we’ll see the results as a business.”
IRENA USLINOVA
FRANCHISE BUSINESS COACH (PH NZ)
MARC GILCHRIST
GM OPERATIONS FOR PIZZA HUT (NZ)
There’s a fresh energy coming into our
business and it’s driving better metrics.
MARC GILCHRIST, GM OPERATIONS PIZZA HUT (NZ)
DAVID HILL
OPERATIONS MANAGER TACO BELL (NZ)
Restaurant Brands
2223
Annual Report — 31 December 2023
Our ingredients
for sustainability
In the unfolding narrative of environmental, social, and
governance responsibility, Restaurant Brands re-affirms
its commitment to sustainable growth through equity,
inclusion, ethical governance and environmental
responsibility across every aspect of its operations.
Restaurant Brands
2425
Annual Report — 31 December 2023
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORTENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORTENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
MATERIALITY ASSESSMENT AND FRAMEWORK UPDATE
2023 was the first post-COVID year not
materially disrupted by the pandemic.
It was also our first year of the
mandatory climate-related disclosures.
With the new ESG manager permanent
role filled at the beginning of the year,
it was perfect timing for Restaurant
Brands to take an inventory of its
sustainability pathway, re-set our
ESG goals and align them with the
Group strategy.
The first step in the process of
reviewing and updating our ESG
framework was to gain a better
understanding of what was
important to our stakeholders, what
environmental, social and governance
areas needed to be prioritised, and how
we were positioned in our sustainability
journey compared to the main
industry peers. The Group engaged
an independent consulting firm to
complete a materiality assessment via
a set of individual and group interviews
and questionnaires with our main
stakeholder groups – customers,
employees, suppliers, partners,
investors, lenders, and communities.
The main questions we asked our
stakeholders to share with us were
around the main ESG issues, risks
and opportunities the Group may
be facing or should be addressing
in the upcoming years.
All the answers were grouped by
topic, ranked by the importance to
our stakeholders and mapped to
the materiality matrix.
The matrix then was reviewed by
Restaurant Brands’ executive team
and assessed through the double-
materiality lens: the importance of
those topics and their impact on
the Group, and our impact on the
environment and society in each of
those areas/topics.
Below is the Restaurant Brands
2023 double-materiality matrix. It
is an insightful summary of what is
paramount to our internal and external
stakeholders (top right quartile), as well
as a good reflection of the areas within
our greater influence and control (the
smaller circle in the top right corner).
INTRODUCTION
The turn of the year marked a great milestone in our nation’s decarbonisation
journey. Legislation for mandatory climate-related disclosure was formalised
with Aotearoa New Zealand Climate Standards issued in December 2022.
Around 200 large companies meeting certain criteria are now required to publish
their climate-related disclosures annually. Restaurant Brands meets the definition
of a Climate Reporting Entity in the Financial Markets Conduct Act (2013), and
hence 2023 was the the first year of our climate-related disclosures.
Our environmental report provides the summary of the main highlights and
milestones we have achieved in 2023, with more detailed information regarding
our greenhouse gas inventory, emissions reduction targets and plans described
in the Group’s climate-related disclosures.
Environmental report and climate-related disclosures will be issued as a
separate document on or before 30 April 2024 as required by the Financial
Markets Authority (FMA), and will be available on the Group ESG web page:
https://www.restaurantbrands.co.nz/community-and-sustainability
SOCIAL
ENVIRONMENT
GOVERNANCE
IMPACT OF THE BUSINESS ON PEOPLE AND THE ENVIRONMENT
IMPORTANCE AND IMPACT ON BUSINESS SUCCESS
MINIMAL
MINIMAL
INFORMATIVE
INFORMATIVE
IMPORTANT
IMPORTANT
SIGNIFICANT
SIGNIFICANT
CRITICAL
CRITICAL
CULTURE
& TALENT
CORPORATE
RESPONSIBILITY
HEALTH, SAFETY &
EMPLOYEE WELLBEING
SOCIAL
RESPONSIBILITY
NUTRITION
FOOD QUALITY
& SAFETY
ANIMAL WELFARE
SUPPLY CHAIN
RESPONSIBILITY
COMPLIANCE &
GOVERNANCE
SECURIT Y &
DATA P R I VAC Y
CIRCULAR ECONOMY &
WASTE MANAGEMENT
CARBON
FOOTPRINT
CLIMATE CHANGE
ENERGY
MANAGEMENT
RESTAURANT BRANDS DOUBLE-MATERIALITY MATRIX
Materiality:
Materiality Assessment with
our stakeholders
Group framework:
Updated ESG* Framework
Group emissions:
Group greenhouse gas
emissions are measured
Group targets:
Approved emissions
reduction targets
Reporting and compliance:
Climate-related disclosure
* Environmental, Social and Governance
Restaurant Brands
2627
Annual Report 31 December 2023
The double-materiality matrix then
was used as a foundation to revise
the Group ESG Framework as
shown above.
In addition to the main three areas in
our sustainability report – Product,
People and Planet, we have added
Governance, which is considered an
important fourth pillar to support our
main overarching goal – Sustainable
Growth. Each of the four main pillars
include the most important areas of
focus identified during the materiality
assessment exercise mapped on the
double-materiality matrix.
Each area was then assessed in terms
of the key performance indicators
(KPIs) which can be used to track our
performance against the benchmark
or with a specific target set against
each KPI.
Some of the KPIs have been used by
the Group historically, while others
are new metrics or initiatives aiming
to improve or maintain high standards
in the areas critical to our success
and reputation.
Initiatives to support our KPIs and
targets are being put in place with
the progress to be reported annually
going forward.
GOALGOAL STATEMENT
KEY PERFORMANCE
INDICATORTARGET
PRODUCT
Food Safety
& Quality
Supreme food safety
and quality
Assure Quality audit score %
GFSI certification
90% or higher audit score.
100% suppliers GFSI*-
certified by 2025
Nutritional BalanceContinuous nutritional
improvement of our menu
Year-on-year reduction
is sodium, sugar and
saturated fats
Actively work with suppliers
to reduce sugar sodium and
saturated fats and disclose
nutritional improvements
Animal WelfareAnimal welfare and
biosecurity compliance
All chicken suppliers
are certified
Maintain 100% SPCA** or
5 Freedoms certification for
our chicken suppliers (NZ)
PEOPLE
Safety & WellbeingHealth, Safety & Wellbeing of
our employees is top priority
Lost time injuries
(per million hours worked)
To be confirmed in 2024
Culture & TalentCulture built on support and
inclusion, attracting and
retaining talent
Staff engagement
Job step moves
To be confirmed in 2024
Social
Responsibility
Working together with
partners and communities
Donations & Sponsorship
Paid Volunteer Day
Maintain current level
of partnership
Volunteer day (trial in 2024)
PLANET
Energy
Management
Optimizing and reducing
energy consumption
Purchased energy reduction
and replacement with
renewable electricity
10% reduction by 2030
Circular EconomyReducing waste and
increasing recoveries
Waste reduction
Packaging
To be confirmed in 2024
Packaging initiatives in
place in 2024
Greenhouse Gas
(GHG) Emissions
Reducing our GHG emissions
across all regions and brands
Scope 1-2 GHG
emissions reduction
30% reduction by 2030
GOVERNANCE
Corporate
Responsibility
Living our values,
promoting our brand
and sharing our story
Customer satisfactionInternal targets only***
Supply ChainWorking with our suppliers
on cost optimisation and
de-carbonisation
Supplier code of conduct
Cost optimisation
GHG reduction
In place by 2025
To be confirmed in 2024
ComplianceStrong governance
through effective policies
and compliance
Updated code of conduct
Cyber-security checks
In place by 2025
Suppliers to complete cyber-
security survey by 2025
TRUST + LOYALTY + RESPONSIBILITY + PRUDENCE + FAIRNESS
GROUP ESG FRAMEWORK
Our company
values are
important enablers
supporting us in our
sustainability journey.
* Global Food Safety Initiative
** Royal New Zealand Society for the Prevention of Cruelty to Animals
* ** Internal targets are set based on the international industry benchmarks normalised for each market, with the performance reviewed regularly by senior management.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORTENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
Restaurant Brands
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Annual Report — 31 December 2023
SCOPE 1
SCOPE 2
SCOPE 3
DIRECT EMISSIONS FROM
SOURCES OWNED OR
CONTROLLED BY THE GROUP
INDIRECT EMISSIONS FROM THE
GENERATION OF PURCHASED
ENERGY USED BY THE GROUP
ALL OTHER INDIRECT EMISSIONS
GREENHOUSE GAS
EMISSIONS:
SCOPE 1 AND 2 EMISSIONS PROFILE
A big milestone in measuring,
understanding and reducing our
carbon footprint has been achieved
by the Group in 2023. We have
implemented a cloud-based carbon
footprint tracking and reporting tool
and started measuring our greenhouse
gas emissions consistently across
all divisions. We are using 2023 as
the base year for modelling and
setting up carbon reduction targets
for our direct Scope 1, and indirect
Scope 2 emissions.
The majority of our Scope 1 and
2 emissions are coming from
electricity, which is one of our main
opportunities in terms of reducing our
direct emissions while also keeping
our electricity costs down.
Our targets were modelled with the
help of external experts and compared
against the science-based target
(SBTi) showing the CO2e emissions
reduction levels required to keep the
global warming capped at 1.5°C by the
end of the century. Considering the
current challenges and opportunities
we are facing, while being prudent
and diligent in our environmental
journey, the Group target for Scope 1
and 2 emissions has been set at 30%
reduction by the end of 2030 reporting
period from the current 2023 base.
We believe our target is both a
challenging and an aspirational first
step in our decarbonisation journey.
Projects that will allow us to meet
our targets include, among others:
• fleet replacement plan
• refrigerant gas loss reduction
• solar panel installation and
increased share of the renewable
electricity consumed
Technology will need to play its part
as well, particularly in Australia and
Hawaii where electricity generation is
more reliant on fossil fuels, impacting
our overall Scope 2 emissions.
Our performance against the GHG
emissions reduction target will be
reviewed and reported annually.
The target may be re-assessed
based on internal or external
factors, such as the changes in the
emission factors released by the
respective authorities, updated
climate projections or changes in
the technology or legislation.
Restaurant Brands indirect Scope 3
emissions and reduction targets will be
determined and reported in our 2024
climate-related disclosures.
A DIVERSE AND INCLUSIVE WORKFORCE
Our commitment to diversity and inclusion continues to be a key driver behind our
success. We recognise that people from different backgrounds and experiences
not only bring value to customers and other stakeholders, but also create a work
culture that encourages individuals to realise their potential at Restaurant Brands.
Our practices, policies and structure promote diversity at all levels of the Group
and ensures that employees adopt a collaborative approach in the workplace.
We create a work culture that encourages
individuals to realise their potential.
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GENDER DIVERSITY
20232022
RegionMaleFemaleNot SpecifiedMaleFemaleNot Specified
GroupBoard71%29%–71%29%–
Key Management75%25%–67%33%–
New ZealandSenior Leadership67%33%–75%25%–
All Employees46%52%2%47%52%1%
AustraliaSenior Leadership60%40%–60%40%–
All Employees54%45%1%53%47%–
HawaiiSenior Leadership43%57%–57%43%–
All Employees44%55%1%43%56%1%
CaliforniaSenior Leadership50%50%–40%60%–
All Employees51%49%–52%48%–
COMPETITIVE REMUNERATION
We place a strong emphasis on maintaining competitive salary and wage levels to ensure our employees feel valued.
RegionCurrencyHourly Wage (Male)
Hourly Wage
(Female)
Group Adult
Minimum Wage
% of Employees on
Minimum Wage
New Zealand$NZ24.0024.3222.800%
In New Zealand, our lowest rate of pay is $22.80 – 10 cents above minimum wage.
Australia$A20.9420.7424.850%*
Australia has a large casual workforce, with majority of all employees working on
this basis. Most of that workforce are under 25, and the average age of our team
members is 17.1.
Hawaii$US13.6413.4212.006%
Guam minimum $9.75. Saipan minimum $7.75. Significant reduction in employees on
minimum wage as compared with 2022.
California$US16.2016.6715.500%
California minimum wage is $15.50. City of Los Angeles minimum wage is $16.78.
Unincorporated area of LA County is $16.90.
* adult rate in Australia is applicable from 21 years old
FIRST JOB
JOB STEP MOVES
% of Total headcount
Region20232022
New Zealand5%13%
Australia9%8%
Hawaii 11%11%
California7%9%
As a business in the Quick Service Restaurants (QSR) industry, Restaurant
Brands often represents the first formal job for many of our employees. Last
year we began tracking this data to better understand how we can help our
inexperienced employees that are new to the workforce.
% of employees for
whom their job at
RBD is their first
Region20232022
New Zealand44%34%
Australia44%13%
Hawaii 43%43%
California49%n /a
CAREER PROGRESSION
We want to empower our people to fulfil their potential. Key areas we focus on
to achieve this goal are:
• Encourage employees to share their vision for their career at Restaurant
Brands and beyond, including which region they would like to be based in.
• Collaborate with employees as to how to progress towards their
stated aspirations.
• Provide a comprehensive and easily digestible framework that enables
employees to consider available career pathways.
To measure 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.
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STAFF SATISFACTION AND WELLBEING
A strong commitment to staff wellbeing and satisfaction underpins our success.
We recognise that our people are our strength. To measure employee satisfaction,
we conduct an annual engagement survey across all divisions.
STAFF ENGAGEMENT
RegionEngagement ScoreParticipation Rate
New Zealand77%63%
Australia80%39%
Hawaii84%66%
California89%65%
We think it is critical that we have clearly stated Group values. This ensures
transparency and demonstrates our commitment to both consumers and staff.
We will continue to build on this momentum into 2024 as we listen to staff input
and action changes that maximise their experience at Restaurant Brands.
STAFF TURNOVER (AS A % OF TOTAL STAFF)
Region2023 % (involuntary)2022 % (involuntary)
New Zealand78% (2%)89% (2%)
Australia58% (3%)68% (1%)
Hawaii70% (2%)77% (2%)
California75% (6%)72% (5%)
The 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.
Notwithstanding the above, we are proud to report that voluntary staff turnover
has dropped in every region except California, where it remains steady. This
reflects the progress we have made in making staff feel valued which is in line
with our stated value of Loyalty.
ZERO TOLERANCE
FOR FORCED OR
UNDERAGE LABOUR
We have 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 2023, and
we will continue to be vigilant in the
monitoring of this.
LOST TIME INJURIES (LTIs)
(PER MILLION HOURS WORKED)
Region20232022
New Zealand13.99.1
Australia12.09.2
Hawaii6.43.6
California11.99.7
2023 saw an increase in Lost Time
Injuries for all divisions, however,
there were no incidents requiring
notification to safety regulators.
Safety of our employees continues
to be of paramount importance as
it relates to our business. We are
continuously training our staff in
proactive injury prevention measures,
as well as continuing to promote the
reporting of all safety events.
We have successfully rolled out
Clever First Aid equipment across our
New Zealand and Australian networks
has given us greater insights into safety
in stores. This has helped us improve
our incident management protocols
and procedures.
These initiatives are being rolled out
in tandem with the introduction of
a new group wide health and safety
management system.
Responsibility
is our promise
Loyalty is
our commitment
Prudence is on
our minds
Fairness is our
foundation
Trust is our
strength
Living
Our
Values
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SUPPORTING OUR
COMMUNITIES
THE RESTAURANT BRANDS
CHARITABLE FUND*
Restaurant Brands is embedded in
our communities beyond serving
high quality delicious food. The
Restaurant Brands Charitable Fund
was established in 2019 to support
local communities and charitable
organisations in many initiatives.
As a large employer of young people,
these causes are particularly close to
our hearts as we support access to
education for the younger generation.
LOCAL SPONSORSHIPS AND PARTNERSHIPS
Each year, across our divisions, we assist key community organisations,
offering financial, marketing and promotional support.
$30,000
FIRST FOUNDATION
$NZ208,356
SURF LIFE SAVING NZ
$NZ119,789
ST JOHN
SURPLUS
COOKED
CHICKEN
THE GRACE FOUNDATION
$20,000
EASTERN & CENTRAL
COMMUNITY TRUST
$20,000
KIDSCAN
First Foundation
First Foundation supports talented young Kiwis who face financial and other
barriers to attending university. We have donated $30,000 to this organisation
this year which will fund five students during their first year of university and also
offer paid work experience to these students. 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. This is the
third year of a four-year sponsorship commitment, and our total donation by the
end of 2024 will be $110,000.
Manaiakalani
The Manaiakalani Education Trust provides support to New Zealand
school children, families, and whānau 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. The Restaurant Brands Charitable Fund supported
this organisation with a $35,000 donation to continue their great work.
Cyclone Gabrielle Relief
Cyclone Gabrielle devastated our communities in early 2023 and the effects of
the damage continue to be felt by families across the country. The Restaurant
Brands Charitable Fund supported communities and families in need with a
$20,000 donation to the Eastern and Central Community Trust and $20,000
to the Kids Can Appeal.
The Eastern and Central Community Trust are a local community trust that
provide funding to charities and community groups across the Hawkes Bay,
Gisborne Tairawhiti. They assessed the local needs and provided funding
out into the community to those that needed it most.
KidsCan provided clothing and food supplies to kids and their families via the
schools and early childhood centres it supports.
* The Restaurant Brands Charitable Fund is managed by a panel responsible for reviewing 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.
$35,000
MANAIAKALANI EDUCATION TRUST
NEW ZEALAND
Surf Life Saving NZ (SLSNZ)
2023 marked the 11th summer of
partnership between KFC and SLSNZ,
and the ongoing support from KFC
has made a huge impact in raising
public awareness about water safety
and supporting the vital work of Surf
Lifeguards who patrol our beaches.
SLSNZ relies entirely on grants,
donations and sponsorship as all
their life guards are volunteers. In
2023 KFC won an award at the Sport
& Leisure Awards for Best Commercial
Partnership through its work with
SLSNZ. Some of the fundraising
initiatives include Bucket Fundraiser,
Summer Merch Sale, Surfboard
Sale, donations to Piha and Orewa,
and donations arising out of cricket
events in 2023.
St John
Since becoming an official partner in
2020, Pizza Hut continues to support
St John as they do incredible work
treating and transporting over 450,000
people every year. As a brand that is
all about big social gatherings and
experiences, our support goes directly
to Event Health Services – the team
that go to large events and concerts
to keep people safe. In 2023, Pizza Hut
donated $1 for every Limo product sold
via Delivery and $2 during the June
Annual Appeal. Funds raised from the
latter will be used to help provide a new
Major Incidents Vehicle, generators,
volunteer training, and other support
to the Hawkes Bay region.
The Grace Foundation
The Grace Foundation seeks to
empower and assist marginalised
members of our community to live
healthy, sustainable lives by providing
education, housing, employment and
other services. Restaurant Brands
works with the Grace Foundation
to provide surplus cooked chicken
product unsold at close of business
each day that is frozen before
collection. This is currently being
trialled in two KFC stores and we
look forward to expanding this
program in 2024.
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AUSTRALIA
KFC Youth Foundation
We have a longstanding commitment
to supporting young Australians.
The vast majority of our team are
under 25 so this is something we will
always care deeply for. The donations
from the KFC Youth Foundation
continue to provide support to
young people in the community.
Suburban Sporting Club Sponsorships
In Australia we also sponsored several
suburban sporting clubs across
cricket, rugby and rugby league, as
we continue to promote participation
in the community.
CALIFORNIA
This year, our California restaurants
donated to the KFC Foundation
through our Secret Recipe campaign
and ‘Round Up’ campaign. We are
incredibly proud to have raised
over $US72,000 from the Round
Up campaign, which is $US60,000
more than we raised in 2022.
26 KFC Foundation Scholarships
were awarded to our team
members in stores ranging from
$US2,500 to $US20,000 toward
tertiary education ($US132,500 in
total). Most recipients were also
first in family to attend university.
In 2023 five local non-profit
organisations were recipients
of $US10,000 KFC Foundation
Kentucky Fried Wishes grants.
$US107,873
KFC FOUNDATION DONATIONS
$US3,500
TACO BELL OWNERS GIVING
$US15,000
AMERICAN RED CROSS
$ U S 9 7,6 8 2
TAC O B E L L F O U N DAT I O N
$US 56,19 0
OTHER
$A37,000
SPORT CLUBS SPONSORSHIPS
$A50,501
KFC YOUTH FOUNDATION
HAWAII
Our communities in Hawaii, Guam
and Saipan had to face devastating
weather events in 2023, including the
Maui wildfires and Typhoon Mawar.
The Taco Bell Foundation’s
Round Up program raises money to
support community grants to youth
organisations focused on education
and career readiness as well as
funding for Live Mas Scholarships
which connects students with
opportunities to learn and succeed.
In 2023, two non-profit organizations
in Hawaii received community grants
from the Taco Bell Foundation.
This years recipients are the Boys
and Girls Club of Hawaii and Junior
Achievement of Hawaii. Both of
these organisations are focused on
supporting and empowering youth
in our community to succeed. The
Taco Bell Foundation also awarded
scholarships to two of our Taco Bell
team members. It is wonderful to
see that 100% of the funds raised
through our campaigns are being
used to support local communities.
There was also a $US45,000 one-off
donation to charitable organisations
helping communities on various social
and educational matters.
These include ABC Hopes supporting
persons with intellectual disabilities;
Pacific Lifeline empowering women
and children facing chronic
homelessness; Riverside Area
Rape Crisis Center and Special
Needs Network supporting autism
and other development disabilities
in underserved communities.
We are also proud to partner with
KFC Foundation and Western
Governors University to offer tuition-
free online university courses toward
more than 60 different degrees.
FOOD
FOOD RECOVERY
Restaurant Brands has a proud
commitment to reduce the negative
impacts of food waste on our
environment and supporting those
in need. Our work with food recovery
partners continued in 2023 in
New Zealand, Australia and California.
FOOD DONATED IN TONNES
Region20232022
New Zealand–16.3
Australia6.43.4
Hawaiin /an /a
California49.546.5
Australia
In the last year, KFC has donated
6.4 tonnes of cooked chicken to
partner, OZHarvest. This was able to
be repurposed into over 12,000 meals
to families in need.
California
Our California restaurants donate
surplus food in partnership with
Food Donation Connection through
the KFC Harvest Program. Last year,
we introduced a ‘store champion’ for
each restaurant to lead the initiative in
excess food collection and donation.
We continue to see the effectiveness of
this initiative with 49.5 tonnes of food
being donated in 2023.
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C L I M AT E R E L AT E D
DISCLOSURE
For our electricity, natural gas and fuel
consumption, as well as refrigerant
gas losses (Scope 1 and 2 emissions)
please refer to our Climate-Related
Disclosure Report.
LED LIGHTING
% OF RESTAURANTS
WITH LED LIGHTING
Region20232022
New Zealand100%90%
Australia60%60%
Hawaii84%52%
California48%44%
We continue to transition to LED
lighting across our business and are
making good progress towards this
goal. We are pleased to report that
New Zealand has achieved 100%
LED usage in 2023. Other divisions
have faced logistical challenges that
we continue to work through as we
trend towards 100% LED lighting
in all regions.
SOLAR ENERGY
INNOVATION
As part of our commitment to using
renewables to reduce our emissions,
we are rolling out installation of
solar panels across our network.
Now that we have announced our
emissions reduction targets, we will
be accelerating this process in the
upcoming years.
New Zealand has six sites with solar
panel installation and two more
in production.
11 restaurants in Australia generated
a total of 253 MWh of solar energy
in 2023; enough to power a KFC
restaurant for a year. This is more
than triple the solar generation
in 2022, and we look forward to
building on this progress in 2024.
In California, we are proud to report
that solar panels are successfully
installed at KFC Paramount – one of
the new stores built in 2023. We are
at the beginning of this journey in the
region, and will continue to install
solar panels as we progress towards
a full transition.
SUSTAINABLE FLEET
Our business requires the use of
vehicles in our day to day operations.
As hybrid, electric and other more fuel
efficient vehicles emerge globally,
Restaurant Brands is embracing the
new technology as we look to reduce
our GHG emissions.
Across all regions, we aim to
transition our fleet to hybrids and
fully electric vehicles. In Australia and
California, half of our fleet are already
hybrid vehicles.
LOCAL PROCUREMENT
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 local community and reduce our impact on the planet.
RegionLocal Based Supplier
Partnerships
Packaging
Manufactured Locally
Protein sourced locally
202320222023202220232022
New Zealand82%81%21%18%*93%93%
Australia89%91%35%35%100%100%
Hawaii n /an /an /an /an /an /a
California95%n /a88%n /a100%n /a
* Restated
Australia: Procurement is managed by our franchisor Yum! and we are dependent
on their supply chain for each brand.
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 resin, gloves, straws, and cutlery. That equates to <15% of our total
packaging spend coming from international sources.
PLASTIC REDUCTION
AND PACK AGING
New Zealand and Australia have
phased out 100% plastic bags,
straws and lids. Hawaii also continues
to approach this target. California
follows the Yum! Brands Sustainable
Packaging Policy with its own plastic
2025 related goals.
We will announce Scope 3 emissions
targets in the 2024 annual report. As
we look to 2024, our focus will be on
introducing new initiatives to reduce
our packaging and waste emissions.
These include introducing more
recycled content into our packaging
and removing all hard to recycle
plastics from within the supply chain.
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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 (including 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:
Region20232022
New Zealand*95%97%
Australia83%81%
Hawaii 97%78%
California96%95%
* AsureQuality audit on behalf of
Ministry for Primary Industries
We are proud to see improvement in
most regions, particularly in Hawaii
where there has been significant uplift
due to improved training of staff and
process optimisation.
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.
SUPPLIER CODE OF
CONDUCT, POLICY AND
AUDIT PROGRAMMES
In New Zealand, all suppliers are
carefully selected, undergo due
diligence and are audited on an annual
basis to ensure they meet our ethical
standards. Our standards are based
on a combination of the Yum! Supplier
Code of Conduct and other best
practice guidelines. Our Australia,
Hawaii and California divisions are part
of the Yum! supply chain and all their
suppliers must adhere to their Supplier
Code of Conduct. All suppliers are
audited on a regular basis.
Nutritional Profile
All 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.
New Zealand division also has
nutritional information for all its short
term promotional menu items available
by request and in Australia, Hawaii and
California, kilojoules are available on
restaurant menus.
NUTRITIONAL
IMPROVEMENTS AND
ETHICAL SOURCING
Nutritional Improvements
Our New Zealand division works
actively to reduce the levels of fat,
sodium and sugar in our food. We plan
to focus on this in 2024 working with
our suppliers to continually improve.
Animal Welfare
All New Zealand manufacturing sites
that produce meat and meat products
for Restaurant Brands must meet the
requirements of the Animal Welfare
Act and are audited by both SPCA
and Asure Quality. Our two largest,
long-standing chicken suppliers are
Tegel and Inghams. 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! supply
chain controls as outlined in their
Global Animal Welfare website. Their
commitment to animal health and well-
being remains steadfast and guided
by holistic, science-based Sustainable
Animal Protein Principles.
Our New Zealand
division works actively
to reduce the levels of
fat, sodium and sugar
in our food.
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Board of
Directors
BOARD OF DIRECTORS
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,
Safety & Sustainability 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
resignation in January 2019.
Emilio is currently a member of the Audit and
Control Committee of AmRest 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.
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, Safety & Sustainability
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 was on the Boards of General Capital
Limited and Auckland Regional Amenities
Funding Board. She was also a trustee of the
Asia New Zealand Foundation.
Lyn had previously served on the Boards of
SP Corporation Pte.Ltd (Singapore), AUT,
New Zealand Shareholders’ Association,
Public Trust (and chaired the Human
Resources and Remuneration 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 University of
Canterbury and has 30 years of legal practice
specialising in commercial, corporate and
governance issues and dispute 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.
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 national
and international companies, including 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
Financiero 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 Honorary
Charmain of the Board of Directors of AmRest
Holdings SE. He is also a Proprietary Director
of Inmobiliaria Colonial, S.A. and a member of
their Executive Committee.
Carlos is an industrial engineer and has also
studied on senior management programmes
at the IPADE Business School (Instituto
Panamericano 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
Committee Member and Investment
Committee Member of Finaccess, S.A.P.I.
de C.V. (since 2013). He is also the Founder
& CEO of Compitalia, S.A. de C.V., a family
investment company business which primarily
invests directly in target companies through
equity holdings and real estate investments,
primarily in sectors such as: consumer
goods, restaurants, real estate projects
and financial funds.
For over 25 years Luis Miguel occupied
different positions within several Grupo
Modelo entities (including the Vertical
Companies director of Grupo Modelo,
S.A.B. de C.V., President & General Manager
of Gmodelo Agriculture, 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 Impulsora 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 Panamericano de
Alta Dirección de Empresa).
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 Finaccess
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
Panamericana, 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 Wharton, San Francisco.
Restaurant Brands
4445
Annual Report — 31 December 2023
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, Safety &
Sustainability 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
commercial lawyer in New Zealand.
Stephen is the non-executive Chair of
SecureFuture Wiri Limited. He is also a
non-executive director of Huntington
Commercial Finance New Zealand Limited
and Renaissance Holdings (NZ) Limited.
Stephen is the Independent Chair of the
Advisory Council for the Financial Dispute
Resolution Service and a consultant of
Simpson Grierson.
Stephen holds an LLB from the University of
Canterbury, is a member of the New Zealand
Law Society and is a Chartered Member of
the New Zealand Institute of Directors.
BOARD 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 Committee). Her appointments included
President for AmRest Spain and, most
recently Chief Proprietary Brands Officer with
responsibilities 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
restaurant 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 Administration and
Management (ADE) degree from the ICADE
School of Business and Economics.
Restaurant Brands
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Annual Report — 31 December 2023
48
Restaurant Brands
49
Annual Report — 31 December 2023
$NZ000’s 31 Dec 2023
vs Prior
% 31 Dec 2022
Store sales
New Zealand571,7718.1529,158
Australia310,0509.4283,397
Hawaii259,6774.92 47, 4 5 9
California180,6890.9179,035
Total sales1,322,1876 .71,239,048
Other revenue73,06423.55 9,17 0
Total operating revenue1,395,2517. 51,298,218
Cost of goods sold(1,165,352)(8.2)(1,077,075)
Gross margin229,8994.0221,143
Distribution expenses(9,509)(15.3)(8,244)
Marketing expenses(68,461)( 1 0 .7 )(61,849)
General and administration expenses( 6 7, 1 8 6 )(9.3)(61,445)
Other items(6,131)(111.4)(2,900)
Operating profit78,612(9.3)8 6 ,7 0 5
Financing expenses(56,193)(26.2)(44,528)
Net profit before taxation22,419(46.8)42 , 17 7
Taxation expense(6,156)39.0(10,094)
Total profit after taxation (NPAT)16,263(49.3)32,083
% sales% sales
Store EBITDA before G&A,
NZ IFRS 16 and other items
New Zealand80,48214.1(9.9)89,34216.9
Australia3 7,7 9 612.221.131,20511.0
Hawaii45,04017. 36.442,32217. 1
California15,0598.3(12.2)17, 1 479.6
Total Store EBITDA before G&A,
NZ IFRS 16 and other items17 8 ,3 7 713.5(0.9)180,01614.5
Ratios
Net tangible assets per security (net tangible assets
divided by number of shares) in cents24.211.9
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. Store sales and Store EBITDA for each of the concepts may not
aggregate to the total due to rounding.
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-
GAAP financial measures that are not prepared in accordance with NZ IFRS. The non-GAAP financial measures used in this
presentation are as follows:
1. Store EBITDA before General and Administration (G&A) expenses, NZ IFRS 16 and other items. The Group calculates
Earnings Before Interest, Tax, Depreciation and Amortisation (“EBITDA”) before G&A, NZ IFRS 16 and other items
by taking net profit before taxation and adding back (or deducting) financing expenses, other items, depreciation,
amortisation, NZ IFRS 16 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.
2. Total NPAT excluding the impact of NZ IFRS 16. Total Net Profit After Taxation (“NPAT”) excluding the impact of NZ IFRS 16
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-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-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-GAAP measures and net profit after taxation:
$NZ000’s Note* 31 Dec 202331 Dec 2022
Store EBITDA before G&A, NZ IFRS 16 and other items117 8 ,3 7 7180,016
Depreciation(4 6 ,7 17 )(43,935)
Net loss on sale of property, plant and equipment (included in depreciation)(909)(952)
Lease depreciation(42,615)(41,282)
Lease costs65,55860,473
Amortisation (included in cost of sales)(10,071)(10,119)
General and administration costs - area managers, general managers and support
centre(58,880)(54,596)
Net impairment(8,985)(162)
Other items2,854( 2 ,7 3 8 )
Operating profit78,6128 6 ,7 0 5
Financing expenses(56,193)(44,528)
Net profit before taxation22,41942 , 17 7
Taxation expense(6,156)(10,094)
Net profit after taxation16,26332,083
Add back NZ IFRS 16 impact12,35914,208
Income tax on NZ IFRS 16 impact( 2 ,7 9 2 )(3,934)
Total NPAT excluding the impact of NZ IFRS 16
225,83042,357
* Refers to the list of non-GAAP measures as listed above.
PRO FORMA PROFIT STATEMENT
for the year ended 31 December 2023
NON-GAAP FINANCIAL MEASURES
for the year ended 31 December 2023
Restaurant Brands
5051
Annual Report 31 December 2023
Financial
statements
ContentsPage
Directors’ statement51
Consolidated statement of comprehensive income52
Consolidated statement of changes in equity53
Consolidated statement of financial position54
Consolidated statement of cash flows55
Notes to and forming part of the financial statements57
Restaurant Brands New Zealand Limited is pleased to present its financial statements.
The results are for the year ended 31 December 2023 as compared to the year ended 31 December 2022.
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
Material 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 highlight surrounding the text.
31 December 2023
The Directors of Restaurant Brands New Zealand Limited (Restaurant Brands or the Company)
are pleased to present the consolidated financial statements for Restaurant Brands and
its subsidiaries (together the Group) for the year ended 31 December 2023 contained
on pages 52-88.
Consolidated financial statements for each financial period fairly present the consolidated
financial position of the Group and its consolidated financial performance and cash flows for
that period and have been prepared using appropriate accounting policies, consistently applied
and supported by reasonable judgements 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 consolidated financial position of the Group and facilitate compliance
of the consolidated 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 consolidated financial
statements for the year ended 31 December 2023.
For and on behalf of the Board:
José Parés Emilio Fullaondo
Chairman Director
26 February 2024 26 February 2024
Directors’ statement
for the year ended 31 December 2023
Restaurant Brands
5253
Annual Report 31 December 2023
$NZ000’s Note 31 Dec 202331 Dec 2022
Store sales revenue1, 21,322,187 1,239,048
Other revenue
1, 273,064 5 9,17 0
Total revenue1,395,2511,298,218
Cost of goods sold(1,165,352)(1,077,075)
Gross profit229,899221,143
Distribution expenses(9,509)(8,244)
Marketing expenses(68,461)(61,849)
General and administration expenses( 6 7, 1 8 6 )(61,445)
Other income
24 ,7 0 0 2,465
Other expenses
2(10,831)(5,365)
Operating profit78,6128 6 ,7 0 5
Financing expenses
4(56,193)(44,528)
Profit before taxation22,41942 , 17 7
Taxation expense
16(6,156)(10,094)
Profit after taxation attributable to shareholders16,26332,083
Other comprehensive income:
Exchange differences on translating foreign operations95510,515
Derivative hedging reserve–954
Income tax relating to components of other comprehensive income–(182)
Other comprehensive income for the period, net of tax95511,287
Total comprehensive income for the period attributable to shareholders17, 2 1 843,370
Basic and diluted earnings per share (cents)
313.042 5 .7 2
The accompanying material accounting policy information and notes form an integral part of the consolidated financial statements.
$NZ000’s Note
Share
capital
Foreign
currency
translation
reserve
Derivative
hedging
reserve
Retained
earningsTotal
For the year ended 31 December 2022
Balance at 1 January 2022154,565(1,480)(872)1 3 7, 5 2 42 8 9,7 3 7
Profit
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
7154,5658,935–129,684293,184
For the year ended 31 December 2023
Balance at 1 January 2023154,5658,935–129,684293,184
Profit
Profit after taxation attributable
to shareholders–– – 16,26316,263
Other comprehensive income
Movement in foreign currency translation reserve–955––955
Total other comprehensive income –955––955
Total comprehensive income – 955–16,26317, 2 1 8
Transactions with owners
Net dividend distributed–––(19,961)(19,961)
Total transactions with owners–––(19,961)(19,961)
Balance as at 31 December 2023
7154,5659,890–125,986290,441
The accompanying material accounting policy information and notes form an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2023
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2023
Restaurant Brands
5455
Annual Report 31 December 2023
$NZ000’s Note 31 Dec 202331 Dec 2022
Non-current assets
Property, plant and equipment
133 41 ,7 7 3 319,302
Land held for development
1112,431 7,0 8 4
Right of use assets
145 8 7,6 4 9 607,765
Sub-lease receivable878 962
Intangible assets
15349,216 358,336
Deferred tax asset
1654,187 43,627
Total non-current assets1,346,134 1,337,076
Current assets
Inventories
81 9,7 6 1 25,140
Trade and other receivables
92 3 ,7 3 9 15,570
Income tax receivable4,600 9,616
Cash and cash equivalents
1031,584 29,869
Total current assets79,68480,195
Total assets1,425,8181 , 417, 2 7 1
Equity attributable to shareholders
Share capital
7154,565 154,565
Reserves
79,890 8,935
Retained earnings125,986 129,684
Total equity attributable to shareholders290,441293,184
Non-current liabilities
Provisions
175,354 4,858
Deferred income
18477 804
Loans
4288,962 280,281
Lease liabilities
146 74,3 0 4 685,332
Total non-current liabilities969,097971,275
Current liabilities
Income tax payable–1,480
Trade and other payables
12131,339 119,290
Provisions
171,689 1,866
Lease liabilities
1431,984 29,599
Deferred income
181,268 577
Total current liabilities166,280152,812
Total liabilities1,135,3771,124,087
Total equity and liabilities1,425,8181 , 417, 2 7 1
The accompanying material accounting policy information and notes form an integral part of the consolidated financial statements.
$NZ000’s Note 31 Dec 202331 Dec 2022
Cash flow from operating activities
Cash was provided by / (applied to):
Receipts from customers1,394,1681,295,520
Payments to suppliers and employees( 1 , 1 9 7,7 0 5 )(1,109,499)
Interest paid(20,071)(10,901)
Interest paid on leases
14(35,303)(33,429)
Payment of income tax(13,252)(20,097)
Net cash from operating activities1 2 7, 8 3 7121,594
Cash flow from investing activities
Cash was provided by / (applied to):
Acquisition of business
25–(1,087)
Payments for intangible assets(1,562)(1,559)
Purchase of property, plant and equipment(79,359)(83,431)
Purchase of land held for development
11(5,347 )( 7,0 8 4 )
Proceeds from the disposal of property, plant and equipment1,5451,591
Net cash used in investing activities(8 4 ,7 2 3)(91,570)
Cash flow from financing activities
Cash was provided by / (applied to):
Proceeds from loans444,535 5 2 7, 8 3 4
Repayment of loans(436,876)(506,397)
Dividend paid to shareholders(19,961)(39,923)
Payments for lease principal
14(29,462)( 2 7,0 4 4 )
Net cash used in financing activities(41,764)(45,530)
Net increase / (decrease) in cash and cash equivalents1,350(15,506)
Cash and cash equivalents at beginning of the year29,86945,155
Foreign exchange movements365220
Cash and cash equivalents at the end of the year31,58429,869
Cash and cash equivalents comprise:
Cash on hand
10691678
Cash at bank
1030,89329,191
31,58429,869
The accompanying material accounting policy information and notes form an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2023
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2023
Restaurant Brands
56
Annual Report 31 December 2023
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
for the year ended 31 December 2023
57
$NZ000’s Note 31 Dec 202331 Dec 2022
Reconciliation of profit after taxation with net cash from operating activities:
Total profit after taxation attributable to shareholders16,26332,083
Add items classified as investing activities:
Gain on acquisition of business
2–(842)
Loss on disposal of property, plant and equipment
131,948949
1,948107
Add/(less) non-cash items:
Depreciation
13, 1489,33285,220
Lease termination(792)–
Increase in provisions667941
Amortisation
1510,07110,118
Impairment of property, plant and equipment
136,8611,209
Impairment of intangible assets
152,124–
Net increase in deferred tax asset
16(10,520)(6, 217 )
9 7,74 391,271
Add/(less) movement in working capital:
Decrease / (Increase) in inventories5,388(2,648)
(Increase) / Decrease in trade and other receivables( 7, 1 6 7 )1,265
Increase in trade and other payables10,2393,303
Increase / (Decrease) in income tax payable3,423(3 ,7 8 7 )
11,883(1,867)
Net cash from operating activities1 2 7, 8 3 7121,594
Reconciliation of movement in loans
Opening balance280,281246,887
Net proceeds from loans7,6 5 921,437
Decrease / (Increase) in prepaid facility costs143(92)
Foreign exchange movement87912,049
Closing balance288,962280,281
The accompanying material accounting policy information and notes form an integral part of the consolidated financial statements.
Notes to and forming part of
the financial statements
for the year ended 31 December 2023
NotePage
Basis of preparation58
Performance
1. Segmental reporting61
2. Revenue and expenses64
3. Earnings per share66
Funding and equity
4. Loans66
5. Financial assets and financial liabilities69
6. Financial risk management70
7. Equities and reserves72
Working capital
8. Inventories73
9. Trade and other receivables73
10. Cash and cash equivalents74
11. Land held for development74
12. Trade and other payables74
Long term assets
13. Property, plant and equipment75
14. Leases78
15. Intangible assets79
Other notes
16. Taxation82
17. Provisions84
18. Deferred income85
19. Related party transactions85
20. Commitments86
21. Contingent liabilities86
22. Subsequent events86
23. Fees paid to auditor86
24. Donations87
25. Business combinations87
26. Deed of Cross Guarantee87
Annual Report — 31 December 2023
Restaurant Brands
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Annual Report 31 December 2023
BASIS OF PREPARATION (CONTINUED)
for the year ended 31 December 2023
BASIS OF PREPARATION
for the year ended 31 December 2023
Reporting entity
The reporting entity is the consolidated group (the “Group”) comprising the parent 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 an 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:
Name Nature
Restaurant Brands Limited Restaurant operating
Restaurant Brands Australia Pty Limited Restaurant operating
QSR Pty Limited Restaurant 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 Limited Restaurant operating
RBD US Holdings Limited Investment holding
Pacific Islands Restaurants Inc. Investment holding
TD Food Group Inc. Investment holding
RB Holdings Limited Investment holding
RBP Holdings Limited Investment holding
RBDNZ Holdings Limited Investment holding
RBN Holdings Limited Investment holding
Restaurant Brands Australia Holdings Pty Limited Investment holding
Restaurant Brands Properties Limited Property holding
Restaurant Brands Nominees Limited Employee share option plan trustee
Restaurant Brands Pizza Limited Non-trading
Basis of preparation
The consolidated 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 consolidated
financial statements comply with International Financial Reporting Standards Accounting Standards (“IFRS Accounting
Standards”) as issued by the IASB.
The measurement basis adopted in the preparation of these consolidated financial statements is historical cost, modified
by the revaluation of certain financial instruments as identified in the accompanying notes. The consolidated financial
statements are presented in New Zealand dollars, rounded where necessary to the nearest thousand dollars. The material
accounting policies applied in the preparation of these consolidated 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 material. These policies have been consistently applied to all the periods presented, unless otherwise stated.
Certain comparative amounts have been reclassified to conform with the current year’s presentation.
New disclosure requirements and changes in accounting policies
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
Accounting Standards that are effective for the first time for the financial year beginning on or after 1 January 2023 that
had a material impact on the consolidated financial statements.
On 14th of December 2022 the External Reporting Board (XRB) published its climate-related disclosure standards. The
mandatory reporting regime for disclosing risk in the annual report is for reporting periods beginning after 1 January 2023.
Climate-related Disclosures will be reported at the time of the issuance of the annual report.
Expected changes to income tax legislation
On 8 October 2021, 136 countries reached an agreement for a two-pillar approach to international tax reform (“OECD
agreement”). In May 2023 the New Zealand Government has announced that New Zealand will adopt the OECD-led global tax
initiative aimed at ensuring large multinationals pay a minimum tax rate of 15 per cent in participating countries. The OECD
agreement is likely to see changes in corporate tax rates in a number of countries in the next few years.
Applying the OECD Pillar Two model rules and determining their impact on the IFRS financial statements is complex
and poses a number of practical challenges. It is not immediately apparent how entities would apply the principles and
requirements in IAS 12 Income Taxes in accounting for top-up tax arising from the Pillar Two model rules – specifically,
whether the recognition and measurement of deferred tax assets and liabilities would be impacted. If deferred tax assets
and liabilities would be impacted by the rules, this would be from the date when the relevant national legislation is enacted
or substantively enacted.
As at 31 December 2023, the Pillar Two requirements have not been enacted in any of the territories in which the Group
operates and as a result there is no impact on these consolidated financial statements.
Use of non-GAAP measures within the consolidated financial statements
The consolidated financial statements include non-GAAP financial measures that are not prepared in accordance with NZ
IFRS. The non-GAAP financial measures used in the consolidated 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/(loss) 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 consolidated financial statements also view the performance of the business.
• EBITDA – Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) 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.
• EBITDAL - Earnings Before Interest, Tax, Depreciation, Amortisation and Lease costs. This is another measure used by the
banks, with the Group’s total fixed charge coverage ratio based on this figure.
• EBITDA before general and administration expenses, NZ IFRS 16 and other items – The Group calculates 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.
• Net profit after taxation excluding NZ IFRS 16 – This is calculated by taking profit after taxation attributable to shareholders
and excluding 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 intangible assets – 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.
Restaurant Brands
6061
Annual Report 31 December 2023
References to, 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 consolidated 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: however, 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 management in making the business decisions for the Group as
shown in note 1.
These audited consolidated financial statements were authorised for issue on 26 February 2024 by the Board of Directors
who do not have the power to amend afterwards.
Judgements and estimates
Material accounting policy information 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 judgements are continually assessed, 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.
Climate change
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 Environmental, Social and Governance (ESG) Management Committee to assess the
relevant climate risks that impact the business in conjunction with climate-related disclosure requirements that became
effective in 2023. The impacts of climate risks on the consolidated 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 the location of the restaurants
and other key operations in each region that it operates in. This included considering whether there are any short to medium
term impact on the recognised assets of the Group arising from climate-related risks. The Group concluded that there is
no material impact on the consolidated financial statements.
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 stores.
The Group evaluates performance and allocates resources to its operating segments on the basis of segment assets,
segment revenues, Store EBITDA before general and administration expenses, NZ IFRS 16 and operating profit before
other items. Operating profit refers to earnings before interest and taxation. 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.
BASIS OF PREPARATION (CONTINUED)
for the year ended 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
for the year ended 31 December 2023
Restaurant Brands
6263
Annual Report 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
31 December 2023
$NZ000’s New ZealandAustraliaHawaiiCalifornia
Corporate
support
functionTotal
Business segment
Store sales revenue571,771310,050259,677180,689–1,322,187
Other revenue71,0394231,493109–73,064
Total revenue642,810310,473261,1701 8 0,7 9 8–1,395,251
Store EBITDA before general and administration
expenses, NZ IFRS 16 and other items80,4823 7,7 9 645,04015,059–17 8 ,3 7 7
General and administration expenses(15,389)(15,298)(11,922)(10,934)(5,337)(58,880)
65,09322,49833,1184,125(5,337)119,497
Other income–1,5293,171––4 ,7 0 0
Other expenses–(595)–(1,251)–(1,846)
Impairment charges13(2,596)(559)(5,843)–(8,985)
Depreciation(20,677 )(13,570)(8,947 )(4,414)(18)( 47,6 2 6 )
Amortisation(1,095)(1,165)(1,405)(6,252)(154)(10,071)
Operating profit / (loss) before NZ IFRS 1643,3346,10125,378(13,635)(5,509)55,669
Adjustment for NZ IFRS 169,9606,3252,8213,837–22,943
Operating profit / (loss)53,29412,42628,199(9,7 9 8)(5,509)78,612
Financing expenses(15,143)(16,187)( 7,0 2 4 )( 17, 8 0 3 )(36)(56,193)
Taxation expenses(11,379)530(5,486)8,6261,553(6,156)
Net profit / (loss) after taxation (NPAT)2 6 ,7 7 2(3,231)15,689(18,975)(3,992)16,263
Current assets34,80517, 4 0 217, 3 7 010,107–79,684
Non-current assets excluding deferred tax351,5643 6 7, 5 472 8 7, 1 1 2285,724–1,291,947
Total assets excluding deferred tax386,369384,949304,482295,831–1,371,631
Capital expenditure including intangible assets42,81320,62310, 1741 2 , 17 0–8 5,7 8 0
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 revenue586,1182 8 4 ,7 2 6248,33917 9,0 3 5–1,298,218
Store EBITDA before general and administration
expenses, NZ IFRS 16 and other items89,40531,18442,30417, 1 2 3–180,016
General and administration expenses(16,521)(14,293)(10,862)(9,024)(3,896)(54,596)
72,88416,89131,4428,099(3,896)125,420
Other income–1,622–843–2,465
Other expenses–(667)–(1)(4,535)(5,203)
Impairment charges(698)(380)–916–(162)
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 / (loss) 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 profit / (loss)59,8658,62324,5382,244(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 / (loss) 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 assets excluding deferred tax334,8783 6 7, 4 51286,843304,277–1,293,449
Total assets excluding deferred tax371,922384,415303,823313,484–1,373,644
Capital expenditure including intangible assets43,07823,10514,40210,7 2 5–91,310
The general and administrative expenses in the segmental reporting note include EBITDA related to transactions with
Independent Franchisees of $7.7 million (Dec 2022: $6.1 million) and exclude depreciation and amortisation expense
of $0.9 million (Dec 2022: $1.0 million) and NZ IFRS 16 adjustments of $0.3 million (Dec 2022: $0.3 million).
1.1 Reconciliation between operating profit and net profit after taxation excluding NZ IFRS 16
$NZ000’s 31 Dec 202331 Dec 2022
Operating profit78,612 8 6 ,7 0 5
Financing expenses(56,193)(44,528)
Net profit before taxation22,419 42 , 17 7
Taxation expense(6,156)(10,094)
Net profit after taxation16,26332,083
Add back net financing impact of NZ IFRS 1612,359 14,208
Less taxation expense on NZ IFRS 16( 2 ,7 9 2 )(3,934)
Net profit after taxation excluding NZ IFRS 1625,83042,357
Restaurant Brands
6465
Annual Report 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
2. REVENUE AND EXPENSES
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 202331 Dec 2022
Royalties paid78,12672,393
Royalties are recognised as an expense as revenue is earned.
Wages and salaries
$NZ000’s 31 Dec 202331 Dec 2022
Wages and salaries373,8603 47, 9 5 7
Decrease / (Increase) in liability for long service leave58(455)
373,9183 47, 5 0 2
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.
Lease expenses
$NZ000’s 31 Dec 202331 Dec 2022
Lease expenses10,9547, 9 6 0
This relates to short term and variable lease costs included in the consolidated statement of comprehensive income not
included in NZ IFRS 16 costs.
Other income
$NZ000’s 31 Dec 202331 Dec 2022
Net insurance recovery4 ,7 0 01,623
Gain on business acquisition–842
4,7002,465
Insurance recovery
This relates to the insurance proceeds received in 2023 following the Maui wildfires in Hawaii and flood damage in Australia.
The insurance proceeds were higher than the carrying value of assets. Proceeds of $5.1 million was received off-set
by $0.4 million of asset write-offs.
Gain on business acquisition
There were no acquisitions in 2023. The amount of $0.8 million recorded in 2022 is the result of the net assets included in an
acquisition of a store in California in 2022 being higher than the net consideration paid.
Other expenses
$NZ000’s 31 Dec 202331 Dec 2022
ERP system implementation–4,014
Store closures5961,0 47
Net impairment expense on property, plant, and equipment,
intangible assets and right of use assets8,985162
Other1,250142
Total other expenses10,8315,365
Store closures
Costs relating to the closure of a Taco Bell store in Australia in 2023 and 2022 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 expense
An impairment review of property, plant and equipment, intangible assets and right of use assets of stores at year end
resulted in a number of stores with impairment indicators. Based on further analysis an impairment charge of $9.0 million
was recognised during the year (Dec 2022: $0.2 million, net of impairment reversals). This included two stores in Australia
with an impairment charge of $2.6 million, one store in Hawaii of $0.6 million and nine stores in California of $5.8 million.
Refer to Notes 13 and 15.
Other
Periodically, the Group is involved in disputes and court proceedings resulting from the Group’s on-going operations. In 2023,
the Group incurred expenses related to legal proceedings which amounted to $1.3 million (Dec 2022: nil).
Restaurant Brands
6667
Annual Report 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
3. EARNINGS PER SHARE
31 Dec 202331 Dec 2022
Basic and diluted earnings per share
Profit after taxation attributable to the shareholders ($NZ000’s)16,263 32,083
Weighted average number of shares on issue (000’s)124,759 124,759
Basic earnings per share (cents)13.04 2 5 .7 2
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.
FUNDING AND EQUITY
4. LOANS
$NZ000’s 31 Dec 202331 Dec 2022
Secured bank loans denominated in:
NZD 34,000 29,000
AUD9 5 ,7 3 0 92,821
USD159,684 159,055
Secured bank loans289,414280,876
A loan is classified as current if it is due for repayment within 12 months of the Group’s year end.
Current––
Non-current289,414280,876
Secured bank loans289,414280,876
$NZ000’s
Secured bank loans289,414280,876
Less prepaid facility fees(452)(595)
Loan balance288,962280,281
Included in the loans balance in the consolidated statement of financial position is $0.5 million (Dec 2022: $0.6 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 $376.1 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
The Group’s AUD, USD and NZD loan facilities are supported by a Common Terms Deed entered into by Restaurant Brands
New Zealand Limited and its subsidiary companies. The Common Terms Deed includes a negative pledge and cross
guarantees between the guaranteeing subsidiaries in favour of qualifying lenders.
The Group also has indemnity guarantees of $4.5 million across various properties leased in 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 specific covenants relating to financial ratios the Group is required to meet under the facility 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 but include lease payments treated as operating expenses (as was
the treatment prior to the adoption of NZ IFRS 16).
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 current financial year (Dec 2022: no breaches). There are also
no forecast breaches of covenants.
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.
Restaurant Brands
6869
Annual Report 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
Financing expense
$NZ000’s 31 Dec 202331 Dec 2022
Financing expense – leases (NZ IFRS 16)35,30233,399
Financing expense – bank20,89111,129
Financing expenses56,19344,528
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. FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Financial Assets
The Group classifies its financial assets as those to be measured at amortised cost (loans, receivables, and
cash), 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 statement of
financial position 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 once a year 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 liabilities
Loans and borrowings are 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.
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.
Derivative financial instruments
The Group might use 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. Derivatives that do not qualify for hedge accounting
are accounted for at fair value through profit or loss. The Group did not have any derivative financial instrument as at
31 December 2023 (Dec 2022: nil).
Financial assets and financial liabilities at amortised cost by category
$NZ000’s 31 Dec 202331 Dec 2022
Loans and receivables at amortised cost
Trade receivables12,135 6,023
Other receivables3,372 3,416
Cash and cash equivalents31,584 29,869
47,0 9 139,308
Financial liabilities at amortised cost
Loans (excluding prepaid facility fees)289,414 280,876
Trade and other payables (excluding indirect and other taxes and employee benefits)89,58381,497
378,997362,373
Restaurant Brands
7071
Annual Report 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
6. FINANCIAL RISK MANAGEMENT
Exposure to market risk (credit, interest rate and foreign currency risk) as well as liquidity and capital risk, 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
property, plant and equipment and some franchise fee payments. Where any one item is significant, and considering specific
circumstances, the Group may assess hedging its currency risk 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.
The Group has a foreign currency risk on its assets and liabilities that are denominated in Australian and US dollars as part
of its Australia and US investments.
There is currently no hedging cover in place.
(b) Interest rate risk
The Group’s main interest rate risk arises from bank loans. The Group’s loans are at fixed interest rates with terms up to
90 days. The interest rates are reset at the end of each term. As such, at balance date, the Group’s loans of $289.4 million
(Dec 2022: $280.9 million) are exposed to repricing within the next 12 months. 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 may hedge 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. The Group did not have any derivative financial instruments
as at 31 December 2023 (Dec 2022: nil).
(c) Liquidity risk
In respect of the Group’s cash balances and non-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 ratesTotal
Less than
1 year
Between
1 and 5 years
31 Dec 2023
Cash on hand–691691–
Cash at bank0.35%30,89330,893–
Bank term loan – principal (NZD)8.28%(34,000)–(34,000)
Bank term loan – principal (AUD)6.50%( 9 5 ,7 3 0 )–( 9 5 ,7 3 0 )
Bank term loan – principal (USD)7. 3 4 %(159,684)–(159,684)
Bank term loan – expected interest7. 17 %(79,396)(20,522)(58,874)
Trade and other payables (excluding indirect
and other taxes and employee benefits)–(89,583)(89,583)–
–(426,809)(78,521)(348,288)
$NZ000’s
Effective
interest ratesTotal
Less than
1 year
Between
1 and 5 years
31 Dec 2022
Cash on hand–678678–
Cash at bank0.35%29,19129,191–
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)
Trade and other payables (excluding indirect
and other taxes and employee benefits)–(81,497)(81,497)–
–(414,827)(68,551)(346,276)
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 $376.1 million (Dec 2022: $374.9 million)
available at variable rates. The amount undrawn at 31 December 2023 was $86.7 million (Dec 2022: $94.0 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’s 31 Dec 202331 Dec 2022
Within one year65,827 62,909
One to five years252,695 243,425
Beyond 5 years838,967 870,703
1 , 1 5 7, 4 8 91 , 17 7,0 3 7
This includes future lease options that the Group currently expects to exercise and is not discounted for the future nature
of payments, therefore, the amounts in the table do 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. The Group’s bankers are used for investing and cash
handling purposes.
There were no financial assets past due nor impaired at the balance date (Dec 2022: nil).
At 31 December 2023 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 (Dec 2022: nil).
Restaurant Brands
7273
Annual Report 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
(e) Fair values and set-off
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 2023 it is estimated that a general increase of one percentage point in interest rates would decrease the
Group profit before income tax by approximately $2.9 million (Dec 2022: $2.8 million), however equity would decrease
$2.2 million (Dec 2022: $2.1 million). A one percentage point decrease in interest rates would increase the Group profit
before income tax by approximately $2.9 million (Dec 2022: $2.8 million), however equity would increase by $2.2 million
(Dec 2022: $2.1 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.
(f) Capital risk management
The Group’s capital comprises share capital, reserves, retained earnings.
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, or issue new shares.
7. EQUITY AND RESERVES
Share capital
31 Dec 2023
Number
31 Dec 2023
$NZ000’s
31 Dec 2022
Number
31 Dec 2022
$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 2022: 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’s 31 Dec 202331 Dec 2022
9,8908,935
The foreign currency translation reserve comprises all exchange rate differences arising from translating the financial
statements of the foreign currency operations.
WORKING CAPITAL
8. INVENTORIES
$NZ000’s 31 Dec 202331 Dec 2022
Raw materials and consumables1 9,7 6 125,140
Inventories recognised as an expense during the period ended 31 December 2023 amounted to $403.5 million (Dec 2022:
$368.4 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.
9. TRADE AND OTHER RECEIVABLES
$NZ000’s 31 Dec 202331 Dec 2022
Trade receivables12,1356,023
Prepayments8,2326,131
Other receivables3,3723,416
2 3 ,7 3 915,570
The carrying amount of the Group’s trade and other receivables are denominated in the following currencies:
NZD10,2058,969
AUD6,9602,677
USD6,5743,924
2 3 ,7 3 915,570
The carrying value of trade and other receivables approximates fair value.
Trade and other receivables are initially recognised at fair value. They are subsequently adjusted for impairment losses
when required. Discounting is not applied to receivables where collection is expected to occur within the next twelve
months. The Group currently does not have trade receivables where collection is expected to occur beyond the next
twelve months.
Restaurant Brands
7475
Annual Report 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
10. CASH AND CASH EQUIVALENTS
$NZ000’s 31 Dec 202331 Dec 2022
Cash on hand691678
Cash at bank30,89329,191
31,58429,869
The carrying amount of the Group’s cash and cash equivalents are denominated in the following currencies:
NZD8,4946 ,7 0 2
AUD8,1478,634
USD14,94314,533
31,58429,869
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’s 31 Dec 202331 Dec 2022
Land held for development12,4317,0 8 4
Relates 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’s 31 Dec 202331 Dec 2022
Trade payables55,23654,099
Other payables and accruals34,3472 7, 3 9 8
Employee benefits31,43829,467
Indirect and other taxes10,3188,326
131,339119,290
The carrying amount of the Group’s trade and other payables are denominated in the following currencies:
NZD74,859 63,869
AUD23,507 22,494
USD32,973 32,927
131,339119,290
The carrying value of trade payables and other payables approximates fair value.
Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method.
LONG TERM ASSETS
13. PROPERTY, PLANT AND EQUIPMENT
$NZ000’s Land
Leasehold
improvements
Plant,
equipment
and fittings
Motor
vehicles
Capital
work in
progressTotal
Cost
Balance as at 31 December 20214,452325,029121,2852 , 17 230,459483,397
Additions––––82,57282,572
Acquisition of business––90–96186
Transfers from work in progress–59,02132,623304(91,948)–
Disposals–(5,227)(3,250)(207)–(8,684)
Movement in exchange rates426,6272,5792875210,028
Balance as at 31 December 20224,494385,450153,3272,29721,9315 6 7, 4 9 9
Additions––––78,87178,871
Transfers from work in progress–51,04926,005330( 7 7, 3 8 4 )–
Disposals–( 7, 1 0 7 )(4,192)(316)(212)(11,827)
Movement in exchange rates 133915015460
Balance as at 31 December 20234,5074 2 9,7 8 3175, 1 9 02,31223,211635,003
Accumulated depreciation
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–3,4292,651175–6,255
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)
Charge–(28,551)( 17,7 8 6 )(380)–(4 6 ,7 17 )
Disposals–4,5112,258281–7,0 5 0
Movement in exchange rates–1532(1)–46
Balance as at 31 December 2023–(185,930)(96,879)(1,664)–(284,473)
Impairment
Balance as at 31 December 2021–(2,155)(305)––(2,460)
Utilised/disposed–2,44613––2,459
Impairment–(3,301)–––(3,301)
Movement in exchange rates–(164)121––(43)
Balance as at 31 December 2022–(3, 174)(17 1 )––(3,345)
Utilised/disposed–1,3686–(56)1,318
Impairment–( 5 ,7 0 1 )(1,085)–(75)(6,861)
Movement in exchange rates–9631–4131
Balance as at 31 December 2023–(7,411)(1,219)–(127)(8 ,7 5 7 )
Carrying amounts
Balance as at 31 December 20214,452186,72054,26884930,4592 7 6 ,74 8
Balance as at 31 December 20224,494220,3717 1 ,7 7 373321,931319,302
Balance as at 31 December 20234,507236,4427 7,0 9 264823,0843 41 ,7 7 3
Restaurant Brands
7677
Annual Report 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
Depreciation expense
$NZ000’s 31 Dec 202331 Dec 2022
Depreciation expense4 6 ,7 1743,935
Disposal of property, plant and equipment
Net loss on disposal of property, plant and equipment (included in depreciation expense)(909)(949)
Net loss on disposal of property, plant and equipment (included in other items)(1,039)–
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 property, plant and equipment 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 – 10 years
Depreciation methods, useful lives and residual values are reassessed at the reporting date within cost of sale and
general and administration expenses.
Depreciation expense is included in the consolidated statement of comprehensive income within cost of goods sold, and
general and administration expenses.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit
or loss in the consolidated statement comprehensive income.
Significant judgements and estimates – store impairment testing
Impairment testing involves significant estimates and judgements. The outcome of impairment tests may result
in a material adjustment to the carrying amounts of the Group’s assets.
Store assets include property, plant and equipment, right of use assets and intangible assets. The Group reviews store
assets for impairment indicators at each reporting period. Impairment is assessed at the assets’ cash-generating unit
(CGU) level, which is the smallest group of assets that generates independent cash inflows. Management has determined
that individual stores are cash generating units for the purpose of assessing impairment for store assets. An impairment
loss is recognised in the consolidated statement of comprehensive income when the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is based on the CGU’s fair value less costs of disposal or value in use.
The stores showing an impairment using the value in use method are retested using fair value less cost of disposal
and the higher result of the two is applied. The value in use calculation evaluates recoverability based on the store’s
forecasted cash flows, which incorporate estimated sales growth and expected margin based upon the latest plans
for the store. Fair value less costs of disposal was determined by discounting the future net cash flows generated
from the continuing use of the CGUs, less disposal cost of 1% of the recoverable amount. If, in a subsequent period,
the amount of the impairment decreases due to an increase in the service potential of an asset after the impairment
was recognised, the reversal of the previously recognised impairment is recognised in the consolidated statement
of comprehensive income.
Key assumptions in the determination of recoverable amount are:
• the estimate of future cash flows of the store incorporating estimated sales growth and expected margin.
• the discount rate based on the weighted average cost of capital reflecting the current market assessment of the time
value of money and the business risk of the cash generating units.
• The terminal growth rate assumption reflects the long-term projected inflation relevant to the specific region/market.
Estimates of future cash flows are highly subjective being based on management’s judgement and can be significantly
impacted by changes in the business or economic conditions.
Following a review of store performance and consideration of other impairment indicators, the Group determined
that there were stores across all four segments that required a calculation of the recoverable amount as there were
impairment indicators that mainly arose due to inflationary pressures on the financial performance.
The key assumptions used for the value in use and fair value less cost of disposal calculation are as follows:
31 Dec 202331 Dec 2022
Key assumptions
Percentage
used %
Percentage
used %
Percentage
used %
Percentage
used %
Percentage
used %
Percentage
used %
Percentage
used %
Percentage
used %
NZAustraliaHawaiiCaliforniaNZAustraliaHawaiiCalifornia
Sales growth2.7 – 20.4-4.0 – 14.8-24.0 – 10.53.0 – 15.01.9 – 44.62.5 – 17.2-8.5 – 21.9-19.7 – 20.0
EBITDA margin-18.6 – 9.6-38.4 – 10.0-12.0 – 8.8-62.2 – 8.8-11.2 – 11.51.6 – 6.90.8 – 6.4-8.1 – 3.2
EBITDA margin
terminal year
-14.1 – 13.2-15.1 – 12.10.9 – 9.3-12.8 – 9.53.5 – 16.511.06.8 – 9.33.5 – 8.2
Terminal growth rate2.12.52.32.31.92.52.32.3
Discount rate*8.5 – 9.47. 39.17. 59.6 – 11.58.911.011.0
Number of stores
impaired
–2195244
Impairment value
$NZ millions**
–$2.60$0.60$5.80$1.40$0.40–$1.50
*The post tax discount rate in the prior year is on a pre-IFRS 16 basis while the current year is on a post-IFRS 16 basis.
**Included in the impairment value of $9.0 million in 2023 is $2.1 million relating to the impairment of intangible assets.
Based on the calculations, impairment of $9.0 million was recognised during the financial year (Dec 2022: $3.3 million)
against property, plant and equipment and intangible assets in the consolidated statement of comprehensive income as
part of other expenses. This comprised seven stores with recoverable amounts lower than their respective carrying value
of assets, and five stores impaired due to closure.
The Group also evaluated stores’ assets which have been previously impaired to determine whether the conditions that
gave rise to the initial impairments still existed at the balance date. A recalculation is performed to reassess the recoverable
amount and check the headroom exists. For the stores that have demonstrated positive sustainable trading results,
management may conclude there is sufficient evidence to support an impairment reversal. There was no impairment
reversal recognised for the year ended 31 December 2023 (Dec 2022: $3.1 million).
Restaurant Brands
7879
Annual Report 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
14. LEASES
Key estimates and judgements
There are several judgements 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 judgement has
been applied unless a store closure or a decision to relocate a store is known when valuing the lease.
Right of use assets (ROU assets)
$NZ000’s 31 Dec 202331 Dec 2022
Opening balance607,765576,527
Depreciation(42,615)(41,282)
Modifications to existing right of use assets4,215(984)
Additions16,38853,834
Foreign exchange movement1,89619,670
Closing balance5 8 7,6 4 96 0 7,7 6 5
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 of 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 202331 Dec 2022
Opening balance714,931668,681
Cash flow payments(65,381)(61,331)
Interest35,11733,034
Modifications to existing lease liabilities3,493(106)
Additions16,34053,642
Foreign exchange movement1 ,7 8 821,011
Closing balance706,288714,931
Current lease liabilities31,98429,599
Non-current lease liabilities6 74,3 0 4685,332
Closing balance706,288714,931
The weighted average incremental borrowing rate applied to lease additions during the year was 7.4% (Dec 2022: 6.4%).
15. INTANGIBLE ASSETS
31 December 2023
$NZ000’s Goodwill
Franchise
fees
Concept
development
costs
Acquired
software
costsTotal
Cost
Balance as at 31 December 2021274,09593,11680112,364380,376
Additions–1,523–1311,654
Acquisition of business631 ,7 7 8––1,8 41
Disposals–(283)–(28)(311)
Reclassification from property, plant and Equipment–––(95)(95)
Movement in exchange rates12,2535,651––17, 9 0 4
Balance as at 31 December 2022286,41110 1 ,7 8 580112,372401,369
Additions–813–74 91,562
Disposals–(372)–(1,427)( 1 ,7 9 9 )
Movement in exchange rates1,029416–71,452
Balance as at 31 December 20232 8 7, 4 4 0102,64280111,701402,584
Accumulated amortisation and impairment
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)
Charge–(9,497 )–(574)(10,071)
Disposals–409–1,3571 ,7 6 6
Impairment–(2,124)––(2,124)
Movement in exchange rates–95–(1)94
Balance as at 31 December 2023(831)(41,265)( 74 6)(10,526)(53,368)
Impairment charges are recognised in other expenses in the consolidated statement of comprehensive income.
Carrying amounts
Balance as at 31 December 2021273,26472,840602,052348,216
Balance as at 31 December 2022285,58071,637551,064358,336
Balance as at 31 December 2023286,60961,377551 , 175349,216
Restaurant Brands
8081
Annual Report 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
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 CGU, 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 CGU retained.
Franchise fees
Franchise fees are costs 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 goods sold in the consolidated statement of comprehensive income.
$NZ000’s 31 Dec 202331 Dec 2022
Amortisation of intangible assets 10,071 10,120
Significant judgements and estimates – impairment testing
Impairment testing involves significant estimates and judgements. The outcome of impairment tests can result
in 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
CGU within the Group at which the goodwill is monitored for internal management purposes.
Allocation of goodwill by CGU:
$NZ000’s 31 Dec 202331 Dec 2022
KFC Australia114,434114,034
KFC New Zealand6,5996,593
Pizza Hut New Zealand7, 4 3 47, 4 3 4
Pizza Hut and Taco Bell Hawaii128,097127,592
KFC and Taco Bell California30,04529,927
Total goodwill286,609285,580
In 2023 the recoverable amount of each CGU was based on fair value less costs of disposal approach. Fair value less costs
of disposal was determined by discounting the future net cash flows generated from the continuing use of the CGU, less
disposal cost of 1–2% of the recoverable amount. The cash flow inputs are classified as level 3 fair values in the fair value
hierarchy due to the use of unobservable inputs, including own credit risk. Cash flows were projected based on a 2024–2027
financial plan as approved by the Board of Directors.
The key assumptions used in the impairment testing are as follows:
31 Dec 202331 Dec 202331 Dec 202331 Dec 202231 Dec 202231 Dec 2022
Sales growth
2024–2026
%
EBITDA margin
2024–2027
%
Discount rate
%
Sales growth
2023–2025
%
EBITDA margin
2023–2026
%
Discount rate*
%Brand
KFC Australia8.6 – 9.414.8 – 15.97. 34.1 – 5.513.0 - 14.78.9
KFC New Zealand6.2 – 7.117.5 – 20.79.04.1 – 6.218.7 – 21.09.6
Pizza Hut New Zealand3.8 – 6.95.111.33.1 – 3.28.0 – 10.012.5
Pizza Hut and Taco Bell Hawaii3.7 – 6.016.9 – 17.79.12.5 – 8.97.7 – 16.911.0
KFC and Taco Bell California1.8 – 10.1 6.0 – 11.07. 52.6 – 3.6 12.4 – 15.311.0
*The post tax discount rate in the prior year is on a pre-IFRS 16 basis while the current year is on a post-IFRS 16 basis.
The terminal growth rate is calculated on a CGU basis, based on the 2027 year and assumes a continuous sales growth
of a minimum of projected inflation estimates of 2.1% to 2.5% (Dec 2022: 1.9% to 2.5%).
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 2024–2027. 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.
• 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 declined in 2023 because of reduced California consumer spending
in the face of high inflation levels. EBITDA margins reduced due to cost pressures which we expect will continue to impact the
business into 2024.
No impairment was recognised in this financial year for the California CGU goodwill, however the changes to the below key
assumptions would result in the carrying amount being equal to the recoverable amount (breakeven point).
Key AssumptionSensitivity to Breakeven
Sales turnoverA decrease of 15.5%
EBITDA marginA decrease of 1.6%
Discount rateAn increase of 1.8%
Restaurant Brands
8283
Annual Report 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
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 consolidated financial statements.
Deferred income taxation is determined using tax rates (and laws) that have been enacted or substantially enacted by the
balance 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.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off
current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes
levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either
to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously,
in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled
or recovered.
Tax returns for the Group and the detailed calculations that are required for filing tax returns are not prepared until
after the consolidated 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 are inclusive of GST.
Taxation – consolidated statement of comprehensive income
The taxation expense is analysed as follows:
$NZ000’s Note31 Dec 202331 Dec 2022
Total profit before taxation for the period122,41942,17 7
Taxation expense
1(6,156)(10,094)
Net profit after income tax16,26332,083
Taxation expense using the Company’s domestic tax rate(28.0%)(6,277)(28.0%)(11,810)
Other(2.6% )(585)2.4%1,025
Adjustments due to different jurisdictions3.1%7061.6%691
Taxation expense( 2 7. 5 % )(6,156)(23.9%)(10,094)
Taxation expense comprises:
Current tax expense(16,676)(16,311)
Deferred tax expense10,5206, 217
(6,156)(10,094)
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 rates of 28% for New Zealand, 30% for Australia,
28% for California, and 26% for Hawaii (Dec 2022: 28% New Zealand, 30% Australia, 28% for California and 26% for Hawaii).
$NZ000’s 31 Dec 202331 Dec 2022
Imputation credits available for subsequent reporting periods35,80131,905
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:
AssetsLiabilitiesNet
$NZ000’s31 Dec 202331 Dec 202231 Dec 202331 Dec 202231 Dec 202331 Dec 2022
Property, plant and equipment15,64614,509(4,456)(7,430)11,1907,0 7 9
Inventory5159––5159
Trade and other receivable––(394)(288)(394)(288)
Provisions6,3654,901109–6,4744,901
Intangible assets–1,232(3,24 4)(3,496)(3,24 4)(2,264)
ROU assets and lease liabilities203,693202,856(17 0, 2 75 )(172,382)33,4183 0,474
Other6,6923,666––6,6923,666
232,447227,223(17 8 , 2 6 0)(183,596)54,18743,627
$NZ000’s
Balance
31 Dec 2021
Opening balance
on acquisition
Recognised in
consolidated
statement of
comprehensive
income
Recognised
in equity
Foreign currency
translation
Balance
31 Dec 2022
Property, plant and equipment4 ,74 6–2 ,7 2 0–(387)7,0 7 9
Inventory39–20––59
Trade and other receivables(2 74)–(11)–(3)(288)
Provisions6,995–(2,197)–1034,901
Intangible assets(2,200)–103–(167)(2,264)
Other2,507–1,180(182)1613,666
Lease liabilities186,932–14,877–1,0 47202,856
ROU assets(16 1,17 0)–(10,475)–(737)(172,382)
37,575–6, 217(182)1743,627
Restaurant Brands
8485
Annual Report 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
Recognised in
consolidated
statement of
comprehensive
income$NZ000’s
Balance
31 Dec 2022
Opening balance
on acquisition
Recognised
in equity
Foreign currency
translation
Balance
31 Dec 2023
Property, plant and equipment7,0 7 9–4,124–(13)11,190
Inventory59–(8)––51
Trade and other receivable(288)–(106)––(394)
Provisions4,901–1,561–126,474
Intangible assets(2,264)–(967)–(13)(3,24 4)
Other3,666–3,054–(28)6,692
Lease liabilities202,856–343–494203,693
ROU assets(172,382)–2,519–(412)(17 0, 2 75 )
43,627–10,520–4054,187
$NZ000’s 31 Dec 202331 Dec 2022
Deferred tax assets54,18743,627
Deferred tax liabilities––
54,18743,627
17. PROVISIONS
$NZ000’s Employee entitlements Make good provisionsTotal
Balance at 31 December 20222,4384,2866 ,7 2 4
Created during the period288416704
Used during the period(353)(10)(363)
Released during the period–(37)(37)
Foreign exchange movement7815
Balance at 31 December 20232,3804,6637,0 4 3
31 December 2023
Current1,689–1,689
Non-current6914,6635,354
Total2,3804,6637,0 4 3
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 provision represents 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 20221,381
Created during the period4,023
Realised during the period(3,639)
Foreign exchange movement(20)
Balance at 31 December 20231 ,74 5
31 December 2023
Current 1,268
Non-current 477
Total1 ,74 5
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 incurred $30,000 of travel related expenses for Julio Valdés, whilst employed as CFO of Grupo
Finaccess S.A.P.I de C.V. (the ultimate parent company of the Group), prior to his appointment as Group Chief Financial Officer
of Restaurant Brands New Zealand Limited on 1 June 2023. During 2022 the Group received internal audit services totalling
$14,000 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. In both years these transactions were on normal commercial terms. 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 Marketing Officer.
$NZ000’s 31 Dec 202331 Dec 2022
Key management – total benefits6,0 746,021
Directors’ fees510510
Key management - total benefits relates to short-term employee benefits paid during the year.
Total Group CEO Remuneration
$NZ000’s Salary
Short term
incentive
Long term
incentives
Total
remuneration
31 December 2023843636–1,479
31 December 20221,013616–1,629
The Group CEO remuneration comprises of the former Group CEO, Russel Creedy, and the current Group CEO, Arif
Khan. Arif Khan was formally appointed as the Acting Group CEO effective 1 April 2023 and appointed as permanent role
of Group CEO on 1 September 2023.
In addition to the amounts disclosed above, in September 2022 the former Group CEO was awarded a one-time
compensation benefit due to his retirement in March 2023. The total amount of the one-time award was $1.3 million and
was paid upon his retirement on 31 March 2023. The amount recognised in 2023 was $0.6 million (Dec 2022: $0.7 million).
Restaurant Brands
8687
Annual Report 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
Incentive schemes
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. Incentive payment to employees is at the discretion of the Remuneration and
Nominations Committee. The maximum that can be received by the Group CEO is 50% of base salary.
In May 2022 a payment of $0.4 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.
In 2023 no long term incentive scheme has been agreed (Dec 2022 nil).
20. COMMITMENTS
Capital commitments
The Group has capital commitments which are not provided for in these consolidated financial statements, as follows:
$NZ000’s 31 Dec 202331 Dec 2022
Store development 22,4 477, 8 7 7
Point of sale system 5,569 –
21. CONTINGENT LIABILITIES
In December 2023, Gordon Legal and Shine Lawyers have filed two class actions in the Federal Court of Australia on behalf of
certain KFC employees naming the franchisor, QSR Pty Limited (the Group’s Australian operating subsidiary) and eighty-eight
other franchisees as respondents. As at balance date, there was no impact to the consolidated financial statements, however
the Group will continue to assess the claims and will update the market in the event that the claims are expected to have
a material impact on the Group.
22. SUBSEQUENT EVENTS
There are no subsequent events that would have a material effect on these consolidated financial statements.
23. FEES PAID TO AUDITOR
$NZ000’s 31 Dec 202331 Dec 2022
Audit and review of consolidated financial statements
Audit and review of consolidated financial statements – PwC1,1801,241
Other services – performed by PwC
Specified procedures on landlord certificates67
Yum! Advertising co-operative report assurance services1213
Greenhouse gas emissions assurance services89–
Greenhouse gas emissions assurance readiness assessment1610
Total other services12330
Total fees paid to auditors1,3031,271
Included in the 2023 audit fee costs are out of pocket expenses of $30,000 relating to visits to overseas divisions.
Included in the 2022 audit fee is $24,000 relating to the 2021 audit.
24. DONATIONS
$NZ000’s 31 Dec 202331 Dec 2022
Donations116 572
The Group did not make any donations to political parties.
25. BUSINESS COMBINATIONS
There were no business combinations during 2023.
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 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 2023 of the closed group consisting of
Restaurant Brands New Zealand Limited, QSR, Restaurant Brands Australia Holdings Pty Limited and Restaurant Brands
Australia Pty Limited.
$NZ000’s 31 Dec 202331 Dec 2022
Financial information in relation to:
(i)Statement of comprehensive income
Revenue310,050283,397
Earnings before interest and taxation6,91758
Finance expense(16,223)(12,850)
Loss before taxation(9,306)(12,792)
Taxation expense2,0833,622
Loss after taxation( 7, 2 2 3 )(9, 17 0)
Items that may be reclassified subsequently to the statement of comprehensive income:
Exchange differences on translating foreign operations3661,189
Derivative hedge reserve–622
Taxation expense relating to components of comprehensive income–(183)
Other comprehensive income3661,628
Total comprehensive income(6,857)( 7, 5 4 2 )
(ii)Summary of movements in retained earnings
Retained earnings at the beginning of the period109,4761 17,0 1 8
Total comprehensive income(6,857)( 7, 5 4 2 )
Retained earnings at the end of the year102,619109,476
89
Annual Report 31 December 2023Restaurant Brands
88
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONTINUED)
for the year ended 31 December 2023
$NZ000’s 31 Dec 202331 Dec 2022
(iii)Statement of financial position
Non-current assets
Property, plant and equipment9 4 ,7 0 3 90,800
Right of use assets152,064 155,355
Intangible assets1 2 0 ,7 8 0 121,297
Deferred tax asset14,234 13,961
Investment in subsidiaries239,353 239,353
Total non-current assets621,1346 2 0,7 6 6
Current assets
Inventories1,877 1,596
Trade and other receivables7,6 1 0 3,185
Income tax receivable2,223 5,898
Cash and cash equivalents6,626 (155)
Total current assets18,33610,524
Total assets639,470631,290
Equity attributable to shareholders
Share capital154,565154,565
Reserves(2,456)(2,822)
Retained earnings(49,490)(42,267)
Total equity attributable to shareholders102,619109,476
Non-current liabilities
Provisions3,0542 ,7 2 5
Lease liabilities168,6791 6 7, 4 5 6
Loans95,54692,499
Total non-current liabilities2 6 7, 2 7 9262,680
Current liabilities
Trade and other payables25,26524,148
Provisions1,3771,433
Lease liabilities10,83511,369
Amounts payable to subsidiaries232,095222,184
Total current liabilities269,572259,134
Total liabilities536,851521,814
Total equity and liabilities639,470631,290
Independent auditor’s report
To the shareholders of Restaurant Brands New Zealand Limited
OUR OPINION
In our opinion, the accompanying consolidated 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
2023, 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 Accounting Standards
(IFRS Accounting Standards).
What we have audited
The Group’s consolidated financial statements comprise:
• the consolidated statement of financial position as at 31 December 2023;
• 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 consolidated financial statements, comprising material accounting policy information 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, a greenhouse gas
emissions assurance readiness assessment, and assurance services over greenhouse gas emissions and the Yum! Advertising co-
operative report. Subsequent to 31 December 2023, we have been engaged to provide a whistleblower line call service. 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. The provision of these other services and relationships have 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 consolidated
financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Restaurant Brands
9091
Annual Report 31 December 2023
Description of the key audit matterHow our audit addressed the key audit matter
Goodwill impairment assessment – KFC and
Taco Bell California
Goodwill recognised in relation to KFC and Taco Bell California
cash-generating unit (CGU) amounted to $30.0 million (2022:
$29.9 million) as at 31 December 2023. During the year, this
CGU incurred a net loss after tax of $19.0 million (refer to note 1
of the consolidated financial statements).
Assessing the carrying amount of goodwill for the KFC and
Taco Bell California CGU was an area of focus for the audit due
to the impacts of inflationary costs on financial results and the
inherent judgement involved in estimating future business
performance.
Management performed an annual impairment assessment
using a discounted cash flow model under a Fair Value Less
Cost of Disposal (FVLCOD) approach which was based on the
strategic plan 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 FVLCOD model) was
higher than the carrying value and as a result, no impairment
expense was recognised. However, management identified
certain scenarios where a reasonably possible change in the
key assumptions of sales turnover, EBITDA margin and the
discount rate would result in the carrying amount being equal
to its recoverable amount.
Refer to note 15 of the consolidated 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 prior year actual store sales and profitability
against the original budgeted performance to determine the
reliability of the budgeting process;
• agreeing forecast future performance included in the
FVLCOD impairment assessment to the strategic plan
approved by the Board of Directors;
• challenging key assumptions used in the FVLCOD model in
relation to: sales growth, EBITDA margin, terminal growth
rate and discount rate and assessing whether these are
reasonable by understanding management initiatives
underway to mitigate cost increases and maintain or grow
EBITDA margin and reviewing recent monthly performance;
• 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 rate
and discount rate;
• reviewing industry trends and external market forecasts
for the industry to determine the reasonableness of
management’s forecast;
• testing the mathematical accuracy of the carrying amount of
the CGU that is compared against the recoverable amount in
the impairment model;
• performing a sensitivity analysis over key assumptions to
determine whether reasonably possible changes would
result in an impairment of goodwill; and
• reviewing financial statement disclosures.
Description of the key audit matterHow our audit addressed the key audit matter
Impairment assessment of store property, plant and
equipment, intangible assets and right of use assets
For the period ended 31 December 2023, the Group recognised
impairment of $9.0 million (2022: $3.3 million) in relation to
CGUs in the Australia, Hawaii and California regions (refer
to note 2 of the consolidated financial statements). For the
purposes of store property, plant, and equipment, intangible
assets and right of use asset impairment testing, each
individual store is considered to be a separate CGU.
An assessment was performed by management to identify
impairment indicators for stores including those that have
experienced continued losses due to inflationary pressures.
For these stores, management has performed Value In Use
(VIU) and/or FVLCOD calculations to assess whether the
associated carrying amounts of property, plant and equipment,
intangible assets and right of use assets are recoverable.
The key assumptions used in management’s discounted cash
flow model for stores are sales growth, EBITDA margin, EBITDA
margin terminal year, terminal growth rate and discount rate.
This is a key focus of our audit due to the impact of inflationary
pressures on the future financial performance and recoverable
amount of each CGU given the value of property, plant and
equipment, intangible assets and right of use assets held by
the Group.
Refer to notes 13 and 15 of the consolidated financial
statements.
Our audit procedures included:
• considering whether the group of assets identified by
management as a CGU is appropriate;
• where impairment indicators existed, recalculating the
carrying value for each CGU and testing the impairment
models prepared by management;
• gaining an understanding of the business process applied by
management in preparing the impairment assessments;
• reviewing store profit or loss performance data to analyse
how each store has performed historically and for the past
year, to identify whether an impairment indicator existed in
addition to those identified by management;
• challenging key assumptions used in the VIU and/or FVLCOD
models for each store in respect to: sales growth, EBITDA
margin and EBITDA margin terminal year by assessing
whether management’s assumptions are reasonable against
historical performance and industry trends and whether
they take account of ongoing uncertainty from inflationary
pressures. This includes considering the potential for future
store closures and the impact of closures on remaining lease
terms in respect of right of use assets recognised;
• with the assistance of our auditor’s valuation expert,
assessing the appropriateness of the terminal growth rates
and discount rates;
• evaluating the feasibility of management’s plans to improve
store profitability;
• performing a sensitivity analysis over key assumptions to
determine whether reasonably possible changes would
result in an impairment of property, plant and equipment,
intangible assets and right of use assets; and
• reviewing financial statement disclosures.
Revenue recognition
Total revenue for the year amounted to $1.4 billion (2022:
$1.3 billion). The Group primarily earns revenue from store
sales, which accounts for approximately 95% of total revenue,
while other revenue includes sale of goods and services to
independent franchisees.
Refer to notes 1 and 2 of the consolidated financial statements.
Given the volume and significance of revenue recognised
across four regions, this required significant auditor attention
and is a key area of focus for the audit.
Our audit approach to test revenue is a combination of controls
and substantive testing and included the following procedures:
• updating our understanding of the systems, processes
and controls in place over the recognition of revenue in
each region;
• testing, on a sample basis, management’s controls over the
reconciliations of the point-of-sale-systems, general ledger
and bank statements;
• verifying the completeness of revenue recognised, on
a sample basis, by agreeing daily cash received to the
general ledger;
• for store sales revenue, evaluating the flow of revenue
journals to validate that revenue transactions are settled in
cash. For those not settled in cash, agreeing the accounting
entries to supporting documents, on a sample basis;
• for a sample of other revenue transactions, examining
invoices issued to independent franchisees and cash
remittances, where paid;
• testing bank and bank clearing account reconciliations
at year end by agreeing material reconciling items to
supporting documents; and
• reviewing the appropriateness of disclosures in the
financial statements.
Restaurant Brands
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Annual Report 31 December 2023
OUR AUDIT APPROACH
Overview
Overall group materiality: $6.7 million, which represents approximately 0.5% of total revenue.
We chose revenue as the benchmark because, in our view, it is the benchmark against which
the performance of the Group is most commonly measured by users, and is a generally
accepted benchmark.
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; and
• performed specified audit procedures and analytical procedures over the remaining entities
and on consolidation entries.
As reported above, we have three key audit matters, being:
• Goodwill impairment assessment - KFC and Taco Bell California
• Impairment assessment of store property, plant and equipment, intangible assets and right
of use assets
• Revenue recognition
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated
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 consolidated 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 consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group
materiality for the consolidated 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 consolidated financial statements as a whole.
Materiality
Group
Scoping
Key Audit
Matters
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 consolidated 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 consolidated 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, Group Pro Forma Profit Statement, Non-GAAP
Financial Measures and the Directors’ Report. The remaining other information included in the Annual Report is expected to be
made available to us after the date of this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of audit
opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.
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 CONSOLIDATED FINANCIAL STATEMENTS
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the consolidated financial
statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the Directors determine is
necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the consolidated 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 CONSOLIDATED FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated 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 Karen Shires.
For and on behalf of:
Chartered Accountants Auckland
26 February 2024
95
Annual Report 31 December 2023Restaurant Brands
94
Other
information
ContentsPage
Shareholder information 95
Statutory information 97
Statement of corporate governance100
Corporate directory 109
Financial calendar 109
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 holding Number of security holders Number of securities
1 to 4992,36645.87%473,9150.38%
500 to 9998101 5 .7 0 %550,8520.44%
1,000 to 1,9999371 8 .17 %1,229,2330.99%
2,000 to 4,9996551 2 .7 0 %1,953,9581.57%
5,000 to 9,9992114.09%1,377,3431.10%
10,000 to 49,9991573.04%2,962,6262.37%
50,000 to 99,99990.17 %570,9670.46%
100,000 to 499,99940.08%735,0430.59%
500,000 to 999,99930.06%2,032,1421.63%
1,000,000 and over60.12%112,872,44490.47 %
5,158100.00%1 2 4 ,7 5 8 , 5 2 3100.00%
Geographic distribution
New Zealand4,8869 4 .7 3 %120,501,64596.59%
Australia1963.80%4,106,4523.29%
Rest of world761.47 %150,4260.12%
5,158100.00%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
100,674,1698 0 .7 0 %
Custodial Services Limited <A/C 4>3,492,4392.80%
Citibank Nominees (New Zealand) Limited - NZCSD <CNOM90>2,554,2892.05%
JPMorgan Chase Bank NA NZ Branch-Segregated Clients <A/C - NZCSD <CHAM24>2,530,5882.03%
Accident Compensation Corporation - NZCSD <ACCI40>2,043,4261.64%
Hobson Wealth Custodian Limited <Resident cash A/C>1,577,5331.26%
New Zealand Depository Nominee Limited <A/C 1 cash account>795,6780.64%
BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>6 7 7,0 6 20.54%
JP Morgan Nominees Australia Limited559,4020.45%
FNZ Custodians Limited235,4820.19%
BNP Paribas Nominees (NZ) Limited - NZCSD218,8370.18%
JA Hong Koo & Pyung Keum Koo160,0000.13%
Guobang Liiu1 2 0 ,7 2 40.10%
Hobson Wealth Custodian Limited <Resident DRP account>94,2410.08%
Custodial Services Limited <A/C 12>74,3 610.06%
Forsyth Barr Custodians Limited <1-CUSTODY>68,2120.05%
Margarete Freeland61,0840.05%
Russel Ernest George Creedy61,0690.05%
Te Iwi Carving Limited58,0000.05%
Graham Paul Vincent & Barbara Margaret Vincent54,0000.04%
116,110,59693.07%
1
Included in HSBC Nominees (New Zealand) Limited is 93,568,919 shares owned by Finaccess Restauración, S.L. (formerly Global Valar, S.L.)
SHAREHOLDER INFORMATION
as at 29 February 2024 (unless otherwise stated)
Restaurant Brands
9697
Annual Report 31 December 2023
SHAREHOLDER INFORMATION (CONTINUED)
as at 29 February 2024 (unless otherwise stated)
STATUTORY INFORMATION
for the year ended 31 December 2023
4. SUBSTANTIAL PRODUCT HOLDERS
The following person had given notices as at 31 December 2023, 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.
Size of holdingDate of notice
Number of
ordinary shares
Percentage of
voting securities
Finaccess Restauracion, S.L. (formerly Global Valar, S.L.)27 March 201993,568,89275.00%
5. SHARES ON ISSUE
As at 31 December 2023, the total number of ordinary shares of the company was 124,758,523.
6. DIRECTORS’ SECURITY HOLDINGS
As at 31 December 2023, Stephen Ward has an interest in 30,000 full paid ordinary shares in RBD.
As at 31 December 2023, Huei Min Lim has an interest in 10,000 fully paid ordinary shares in RBD.
7. NZX WAIVERS
No waivers have been granted by the NZX during the financial year ended 31 December 2023.
1. DIRECTORSHIPS
The names of the Directors of the Company as at 31 December 2023 are set out on pages 44-46 of this annual report.
Grant Ellis and Russel Creedy ceased directorship of all subsidiary companies during 2023.
Julio Valdés and Arif Khan are Directors of all subsidiary companies.
Ashley Jones is a Director of Restaurant Brands Australia Pty Limited, Restaurant Brands Australia Holdings Pty Limited
and QSR Pty Limited.
Kevin Kurihara is a Director of RBD US Holdings Limited, Pacific Islands Restaurants Inc., TD Food 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’s 31 Dec 2023
J Parés75
E Fullaondo90
C Fernández–
LM Álvarez75
H M Lim90
S Ward90
M Pato–Castel90
510
3. ENTRIES RECORDED IN THE INTEREST REGISTER
The following entries were recorded in the interest register of the Company and its subsidiaries during the year ended
31 December 2023:
(a) Share dealings of Directors
Transaction dateNumber of shares acquired
S Ward06/03/2023719
S Ward0 7/ 0 3 / 2 0 2 3692
S Ward08/03/202312,589
S Ward09/03/20231,000
H M Lim29/03/20232,500
(b) Loans to Directors
There were no loans to Directors during the year ended 31 December 2023.
Restaurant Brands
9899
Annual Report 31 December 2023
STATUTORY INFORMATION (CONTINUED)
for the year ended 31 December 2023
STATUTORY INFORMATION (CONTINUED)
for the year ended 31 December 2023
(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
DirectorGrupo 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.
Honorary ChairmanAmRest Holdings SE
DirectorLevadura Azteca SA de C.V.
DirectorInmobiliaria Colonial, S.A.
ChairmanSolidaridad y Trabajo Virgen del Camino SL
ChairmanCinia de Mexico SA de C.V.
LM ÁlvarezChairmanCompitalia, S.A. de C.V.
DirectorFinaccess, S.A.P.I. de C.V.
DirectorGlobal Beverage Team
DirectorAmRest Holdings SE
H M LimHonorary AdviserAsia New Zealand Foundation
DirectorAuckland Regional Amenities Funding Board - ceased 31 August 2023
DirectorGeneral Capital Limited - ceased 31 May 2023
S WardChairmanSecureFuture Wiri Limited
DirectorHuntington Commercial Finance
ChairmanAdvisory Council to the Financial Dispute Resolution Service
DirectorWindoma Holdings Limited
TrusteeWellington Free Ambulance Trust
DirectorRenaissance Holdings (NZ) Limited
ConsultantSimpson Grierson
Deputy ChairmanLife Flight Trust - ceased 30 June 2023
Board MemberWellington Free Ambulance - ceased 30 June 2023
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 2023Dec 2022
$100,000–$109,9994036
$110,000–$119,9992933
$120,000–$129,9992423
$130,000–$139,9991110
$140,000–$149,99999
$150,000–$159,9991011
$160,000–$169,999129
$170,000–$179,99966
$180,000–$189,99933
$190,000–$199,99952
$200,000–$209,99932
$210,000–$219,99911
$220,000–$229,99942
$230,000–$239,99935
$240,000–$249,99951
$250,000–$259,99942
$260,000–$269,99912
$270,000–$279,999–2
$280,000–$289,99922
$290,000–$299,99911
$300,000–$309,999–2
$310,000–$319,9991–
$320,000–$329,999–2
$330,000–$339,999–1
$340,000–$349,9991–
$380,000–$389,9991–
$390,000–$399,9991–
$400,000–$409,999–1
$420,000–$429,99911
$430,000–$439,999–1
$530,000–$539,99911
$570,000–$579,999–1
$640,000–$649,999–1
$670,000–$679,9991–
$790,000–$799,9991–
$820,000–$829,999–1
$860,000–$869,9991–
$900,000–$909,999–1
$1,600,000–$1,609,9991–
$1,620,000–$1,629,999–1
183176
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.
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, Fairness, Loyalty, Responsibility, and Prudence. 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 17 June
2022 version of 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 2023, 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 101.
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 (i.e. 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 2023, 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 2023, 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 2023 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 (i.e. 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 CEO are exercised by separate persons. In addition to committee responsibilities (below),
individual board members work directly with management in major initiatives such as acquisitions and asset rationalisations.
Shareholding
There is no prescribed minimum shareholding for directors, 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.
Restaurant Brands
100101
Annual Report 31 December 2023
STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)
for the year ended 31 December 2023
STATEMENT OF CORPORATE GOVERNANCE
for the year ended 31 December 2023
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.
As at 31 December 2023, the gender balance of the Company’s directors, officers and all employees is as follows:
Directors Officers* Employees
Dec 2023 Dec 2022 Dec 2023 Dec 2022 Dec 2023 Dec 2022
Female229%229%333%330%5,88448%5,98050%
Male571%571%667%770%6,34851%5,93749%
Not specified1211%721%
Total7100%7100%9100%10100%12,353100%11,989100%
* “ 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 2023, the Group CEO is the only direct report to the board and the Group CFO, Chief People Officer, Chief Legal
Compliance Officer, Chief Marketing Officer 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 2023 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 2023 financial
year, no director sought their own independent professional advice, but the board sought external advice and/or assistance
with respect to the retirement and replacement of the Group CEO and Group 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.
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 2023 was as follows:
Name
Board
meetings
held
Board
meetings
attended
Audit
& Risk
Committee
meetings
held
Audit
& Risk
Committee
meetings
attended
Health
& Safety
Committee
meetings
held
Health
& Safety
Committee
meetings
attended
Remuneration
& Nominations
Committee
meetings
held
Remuneration
& Nominations
Committee
meetings
attended
José Parés9933n/an/an/an/a
Carlos Fernández99n/an/an/an/an/an/a
Emilio Fullaondo99333333
Luis Miguel Álvarez99n/an/an/an/a33
Stephen Ward99333333
Huei Min (Lyn) Lim99333333
Malena Pato-Castel99n/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 2023, 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 2023, 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.
Restaurant Brands
102103
Annual Report — 31 December 2023
STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)
for the year ended 31 December 2023
STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)
for the year ended 31 December 2023
Health, Safety & Sustainability Committee
As at 31 December 2023, the members of the Health, Safety & Sustainability 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, safety and wellbeing governance duties. In particular, the Health, Safety & Sustainability Committee
is responsible for administering the Company’s Health, Safety and Wellbeing Framework, monitoring and assessing the
Company’s Health, Safety and Wellbeing performance and developing Health, Safety and Wellbeing targets/objectives
for the business.
In addition, the board has appointed the 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.
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, Group Diversity
Policy, Group Continuous Disclosure Policy, Group Director and Senior Executive Remuneration Policy, Group Code of Ethical
Conduct and Group 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 has set out
its climate-related disclosures separately to this annual report in accordance with the Financial Markets Conduct Act 2013.
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 Company’s 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 CEO 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 previous Group CEO was awarded a one-time compensation benefit due to his retirement
in March 2023. The amount recognised in 2023 was $0.6 million. Details of the Group CEO remuneration arrangements
(including the amounts paid in 2022 and 2023 financial periods) are set out in Note 19 to the 31 December 2023 financial
statements in this annual report.
Restaurant Brands
104105
Annual Report — 31 December 2023
STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)
for the year ended 31 December 2023
STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)
for the year ended 31 December 2023
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 Risk and Audit 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, safety and wellbeing
The Company’s Health, Safety & Sustainability 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.
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.
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 external auditor 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.
Restaurant Brands
106107
Annual Report — 31 December 2023
STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)
for the year ended 31 December 2023
STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)
for the year ended 31 December 2023
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.
109
Annual Report — 31 December 2023Restaurant Brands
108
STATEMENT OF CORPORATE GOVERNANCE (CONTINUED)
for the year ended 31 December 2023
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
Auditor
PricewaterhouseCoopers
Solicitors
Bell Gully
Harmos Horton Lusk
Meredith Connell
Squire Patton Boggs
Corrs Chambers Westgarth
Cades Schutte
Bankers
Westpac Banking Corporation
J.P. Morgan
Rabobank
Bank of China
Contact details
Postal Address:
P O Box 22 749
Otahuhu
Auckland 1640
New Zealand
T: +64 9 525 8700
Email: investor@rbd.co.nz
Annual meeting
24 May 2024
Financial year end
31 December 2024
Annual profit announcement
February 2025
Corporate directory
Financial calendar
RESTAURANTBRANDS.CO.NZ
---
NZX/ASX
28 March 2024
RESTAURANT BRANDS NEW ZEALAND LIMITED (RBD): ASX LISTING RULE 1.15.3
Restaurant Brands New Zealand Limited (a foreign exempt entity on ASX) confirms that, for the
purposes of ASX Listing Rule 1.15.3, it has and will comply with the Listing Rules of NZX Limited, which
is its overseas home exchange.
Authorised by
Callum Webb
Company Secretary
Restaurant Brands New Zealand Limited
Phone: 09 525 8700
ENDS.
RESTAURANT BRANDS NEW ZEALAND LIMITED
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.