Annual Report Provided
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
RESTAURANTBRANDS.CO.NZ
ANNUAL REPORT 2024
Table of
Contents
Page
Highlights4
Year in review4
Year at a glance6
Chairman and CEO’s report8
Our strategy19
Sustainability highlights24
Board of Directors30
Pro Forma Profit Statement33
Non-GAAP Financial Measures34
Financial statements35
Notes to and forming part of the consolidated financial statements42
Independent auditor’s report75
Shareholder information83
Statutory information85
Statement of corporate governance88
Corporate directory and financial calendar97
ABOUT RESTAURANT BRANDS
Restaurant Brands New Zealand Limited (RBNZ) and its subsidiaries (together the
Group), also ref
erred 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.
Annual Report 20243
HIGHLIGHTS
Year in review
Key results
TOTAL STORE SALES
Total Group store sales hit a record
high of $1,
393.6 million, an increase
of $71.4 million (5.4%) on FY23, with
all four operating divisions showing
growth in terms of $NZ.
NET PROFIT AFTER
TAX (NPAT)
The reported NPAT of $26.5 million for
the ye
ar was up $10.2 million (62.6%)
on FY23.
TOTAL STORE EBITDA
1
Total Store EBITDA for the period was
$194
.3 million. This was up 8.9% on the
previous year.
TOTAL ASSETS
Total assets of the Group were
$1,491.5 million, up $65.7 million on
31 December 2023.
TOTAL STORE SALES ($NZM)
892.3
1,068.2
1,239.0
1,322.2
1,393.6
2021222324
TOTAL STORE EBITDA ($NZM)
147.4
172.6
180.0
178.4
194.3
2021222324
NPAT ($NZM)
30.6
51.9
32.1
16.3
26.5
2021222324
TOTAL ASSETS ($NZM)
1,180.2
1,329.8
1,417.3
1,425.8
1,491.5
2021222324
1
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.
4Restaurant Brands
HIGHLIGHTS
Financial highlights
HISTORICAL SUMMARY
All figures in $NZm unless stated31 Dec 202031 Dec 202131 Dec 202231 Dec 202331 Dec 2024
Financial performance
Store sales
1
New Zealand410.4461.1529.2571.8625.9
Australia214.9244.1283.4310.0309.9
Hawaii215.1206.5247.5259.7280.3
California51.9156.5179.0180.7177.4
Total store sales892.31,068.21,239.01,322.21,393.6
Store EBITDA before G&A
1
New Zealand75.983.389.380.5104.0
Australia29.531.631.237.835.2
Hawaii33.533.842.345.047.4
California8.523.817.115.17.7
Total Store EBITDA147.4172.6180.0178.4194.3
Operating profit74.8102.186.778.6
93.9
NPAT (reported)30.651.932.116.326.5
Financial position/cash flow
Share capital154.6154.6154.6154.6154.6
Total equity230.5289.7293.2290.4314.4
Total assets1,180.21,329.81,417.31,425.81,491.5
Operating cash flows111.9126.4121.6127.8132.6
Shares
Shares on issue124,758,523124,758,523124,758,523124,758,523124,758,523
Number of shareholders5,4285,1805,2255,1584,913
Basic earnings per share24.6c41.6c25.8c13.0c21.3c
Ordinary dividend per share0c32.0c16.0c0c18.0c
Number of stores (year end)
New Zealand137137143147155
Australia7079838485
Hawaii7273757070
California6970757571
Total Stores348359376376381
Number of employees
New Zealand4,5823,7484,0414,4224,669
Australia4,0554,5264,7194,6984,512
Hawaii2,0551,7641,6871,6971,955
California1,3811,4021,5421,5361,414
Total employees12,07311,44011,98912,35312,550
1Store sales and Store EBITDA for each of the regions may not aggregate to the total due to rounding.
Annual Report 20245
HIGHLIGHTS
Year at a glance
61.2m
HAPPY CUSTOMERS SERVED IN FY24
521 STORES
381
OWNED
140
FRANCHISED
12,550 EMPLOYEES
FINANCIAL RESULTS
$1.4b
STORE SALES$26.5m NPAT
$194.3m
EBITDA$1.5b ASSETS
6Restaurant Brands
CHAIRMAN AND CEO’S REPORT
Chairman and
C
EO’s report
Welcome to the Restaurant Brands’ Annual Report
for the year ended
31 December 2024 (FY24)
8Restaurant Brands
CHAIRMAN AND CEO’S REPORT
OVERVIEW
We are pleased to report that the
Group achieved record sales of
$1,393.6 million in the 2024 financial
year, representing a 5.4% increase on
the prior year, despite operating in
a challenging economic environment
across our markets. This, together
with our continued cost management
and operational efficiency initiatives,
resulted in a 62.6% year-on-year
increase in our Group NPAT to
$26.5 million.
Same store sales were positive
in the Ne
w Zealand and Hawaii
divisions, with the California and
Australia divisions adversely affected
by cost of living pressures reducing
consumer spending. We continue
to monitor the latter two markets
and introduce renewed actions to
mitigate the impact of the current
trading conditions.
During 2024, we continued to
invest in digital sales channels,
innovative products, and roll-out
unique marketing c
ampaigns. As a
result, FY24 margins increased to
13.9% of sales, from 13.5% in FY23,
demonstrating we are on the right
track to restore the EBITDA margin
levels achieved in FY22.
LOOKING FORWARD
We expect that cost of living pressures
will remain in all regions over the ne
xt
12 months, although we anticipate a
gradual economic recovery towards
the second half of FY25, with projected
interest rates easing in New Zealand
and Australia. On the other hand,
we acknowledge the geopolitical
uncertainty in the United States with
the rapidly changing federal policies,
and their impact on the global
trade markets.
We remain cautiously optimistic as
we continue to closely monitor
trading conditions across all divisions.
W
e believe that ongoing revenue
management and cost optimisation
initiatives will enable us to achieve
gradual margin recovery in the near
future. In this Annual Report, we have
outlined our renewed organisational
strategy including key focus areas
and corporate objectives for the
next three to five years. This
strategy underpins our commitments
to continued innovation in customer-
centric products and technologies,
and unified processes across all
markets to improve efficiency for our
staff. We are confident that the Group
is in a strong position for the next
phase of growth to deliver long-term
sustainable shareholder value.
The Group achieved
record sales, re
aching
a high of
$1,393.6 million, with
sales growth delivered
in New Zealand
and Hawaii.
Annual Report 20249
CHAIRMAN AND CEO’S REPORT
GROUP
O
PERATING RESULTS
Total Group store sales reached
a record $1,
393.6 million for the
year ended 31 December 2024.
Supported by the implementation
of strategic initiatives including
effective revenue management
programmes, cost control measures,
and operational efficiencies, the Group
NPAT of $26.5 million represents
a considerable improvement from
last year.
These initiatives, combined with the
consistent delivery of value through
price and customer e
xperience, have
supported customer loyalty, brand
health, and our competitive position,
while also partially offsetting rising
labour costs and consumer pressures.
Group Store EBITDA increased 8.9%
on the prior year, or $15.9 million,
reaching $194.3 million, with the
implemented measures continuing to
deliver gradual margin recovery for
the Group.
New Zealand and Hawaii
are note
worthy, with improved
performance and solid growth
delivered in 2024. This continues to
offset a slower recovery in Australia
and California. We remain on the
right track to reach Group Store
EBITDA margin levels obtained in
FY22, previously established as the
baseline for future growth.
Market conditions in Australia and
Calif
ornia - including the imposed
29% increase in the minimum wage
$NZm31 Dec 202431 Dec 2023Change ($)Change (%)
Group store sales1,393.61,322.2+71.4+5.4
Group NPAT26.516.3+10.2+62.6
Group Store EBITDA194.3178.4+15.9+8.9
10Restaurant Brands
CHAIRMAN AND CEO’S REPORT
in California in April 2024 - are
still placing signific
ant pressure
on consumer spending and labour
costs. We are monitoring these
trading conditions closely in order to
implement and adapt any necessary
plans to mitigate their impact.
Despite these challenging market
conditions, we ha
ve significantly
advanced our growth strategy in
parallel to our focus on margin and
profit recovery. In all markets we
are investing in digital channels and
increasing digital sales, delivering
enhanced marketing programmes,
launching innovative new products,
and adapting our menus.
Our unique, modern brands continue
to grow and provide winning
e
xperiences to our customers, driven
forward by the highly motivated
Restaurant Brands team and our
franchisee network. The considerable
investments we have made in
technolog
y in recent years are
delivering cost efficiencies that
support our margins and, at the
same time, improve customer access
and the staff experience across
all divisions.
During FY24, we opened nine new
stores, including ne
w, innovative
formats, furthered our store
refurbishment programme, and
optimised the store portfolio, focusing
on key growth areas. New store
openings were offset by four closures
in California.
STORE NUMBERS
As at
31 December 2024, Restaurant
Brands has 521 stores (381 owned
and 140 franchised) distributed as
follows: 155 owned stores in New
Zealand, 85 stores in Australia, 70
in Hawaii and 71 in California. The
Restaurant Brands portfolio includes
14
1 Pizza Hut stores in New Zealand, of
which 135 are owned and operated by
independent franchisees.
$26.5M
GROUP NPAT
↑ 62.6%
GROUP NPAT vs FY23
Annual Report 202411
CHAIRMAN AND CEO’S REPORT
NEW ZEALAND OPERATIONS
31 Dec
2024
31 Dec
2023Change ($)Change (%)
Store sales ($m)625.9571.8+54.1+9.5
Store EBITDA ($m)104.080.5+23.5+29.2
Store EBITDA as a % of sales16.614.1
Store numbers (owned and franchised)295269
Store sales for the New Zealand
business were up $54
.1 million to
$625.9 million, representing a strong
9.5% growth on FY23, primarily driven
by KFC and the opening of new stores.
Despite a slowdown in the economy,
most markedly towards the second
half of the year, same store sales
were up 4.6%, with strong transaction
growth year-on-year as a result of
effective marketing strategies and
new product launches.
In 2024, the New Zealand KFC
business delivered record sales driven
by innovative new products and viral
marketing initiatives that contributed
to weekly sales records. Pizza Hut
marked its 50th anniversary in New
Zealand with special celebrations,
including the limited return of vintage
company favourites such as the
all-you-can-eat buffet and special
menu items aimed at bringing back
core memories f
or both the Pizza Hut
team and our longstanding customers.
Taco Bell continued to grow in terms
of same store sales, transactions, and
new store openings as a result of a
consistent brand message and strong
menu innovation.
Digital sales continued to grow
across all brands, with investments in
digital channels enhancing customer
experience at store level and through
delivery. While KFC remains the
leading contributor to New Zealand
operations, Taco Bell has solidified
its presence in the QSR sector and
Carl’s Jr. continues to perform in line
with expectations.
Store EBITDA was $104.0 million,
a $23.5 million or 29.2% increase
on FY23, reflecting improved sales
performance, cost saving initiatives
and a more stable roster, that enabled
12Restaurant Brands
CHAIRMAN AND CEO’S REPORT
the stores to resume full trading hours.
S
tore EBITDA margin was 16.6%, an
increase on the 14.1% in FY23, again
indicating robust sales growth and
strong margin improvements.
The New Zealand division opened
eight ne
w stores in FY24, bringing
the total number of RBD-owned
stores to 155. The division focused
on developing innovative store
formats designed to boost customer
experience, including a premier
flagship side-by-side opening of KFC,
Taco Bell, and Carl’s Jr. stores in a new
town centre.
The Pizza Hut store network
maintained its strong growth
momentum this ye
ar, opening 17
new stores in FY24, for a total 141
stores, of which 135 are operated
by independent franchisees under
a master franchise agreement with
Restaurant Brands.
We are continuing to deliver proactive,
value
-led marketing strategies in
the first half of 2025, to address
pressure on consumer spending, with
an expected improvement in the New
Zealand retail environment in the
second half.
$625.9M
NEW ZEALAND TOTAL STORE
S
ALES ($NZm)
Annual Report 202413
CHAIRMAN AND CEO’S REPORT
AUSTRALIAN OPERATIONS
31 Dec
2024
31 Dec
2023Change ($)Change (%)
Store sales ($Am)284.2286.6-2.4-0.8
Store EBITDA ($Am)32.334.9-2.6-7.4
Store EBITDA as a % of sales11.412.2
Store numbers (owned)8584
Store sales for the Australia business
were $A284
.2 million, down 0.8%
on FY23.
Same store sales were down 3.3%,
driven b
y a year-on-year reduction
in transaction levels largely due to
continued cost of living pressures
impacting consumers in the market.
Small pricing adjustments were made
throughout the year while enhancing
value-driven offerings to meet the
needs of cost-conscious customers.
Australia continues to face challenging
market conditions, with high
interest rates, ele
vated inflation, and
occupancy costs driving cost of living
pressures. Despite applying pricing
uplifts factoring customer demand
for value offerings, customers have
continued to shift to supermarket
options. Additionally, while input costs
have remained stable, electricity costs
increased markedly. To partially offset
this increase, the Group has invested
in energ
y efficiency initiatives such as
the expansion of rooftop solar and
LED lighting.
Store EBITDA was down $A2.6 million,
to $A32.3 million, and S
tore EBITDA
margins declined from 12.2% to 11.4%,
which is reflective of the ongoing
inflationary cost pressures impacting
consumer spending. Although KFC
delivered a lower Store EBITDA versus
the prior year, it is important to
note that the strong 2023 results
make for a high comparison base.
While Taco Bell performed below
expectations, we remain confident that
the strategy currently in place will
bring the brand to the levels and
momentum we are experiencing in the
New Zealand market.
In $NZ terms, the Australian business
contributed $NZ309.9 million in sales,
and Store EBITDA of $NZ35.2 million
was down 6.8
% on the previous year.
RBD operates 85 stores in Australia.
T
he business opened one new store
during the year, and successfully
converted a Taco Bell store closed in
2023 into a KFC store. We continue
to invest in the store refurbishment
program in this market, with a focus on
elevating brand standards, employee
safety, and customer experiences
with new restaurant equipment and
digital kiosks.
We are optimistic about the outlook for
A
ustralia, with cost of living pressures
expected to ease during the second
half of 2025. We will continue to
invest in the growth of digital channels
and develop new store assets while
building increased brand resilience in
a highly competitive market.
$284.2M
AUSTRALIA TOTAL STORE
S
ALES ($Am)
14Restaurant Brands
CHAIRMAN AND CEO’S REPORT
HAWAIIAN OPERATIONS
31 Dec
2024
31 Dec
2023Change ($)Change (%)
Store sales ($USm)169.5159.5+10.0+6.3
Store EBITDA ($USm)28.727.6+1.1+4.0
Store EBITDA as a % of sales16.917.3
Store numbers (owned)7070
Store sales for the Hawaii
business were $US169.5 million, up
$US10.0 million and 6.3% on the
prior ye
ar, with solid performance in
Taco Bell once again and moderate
growth in Pizza Hut. Same store sales
increased 4.2% on the prior year.
While Taco Bell continued to deliver
strong sales, supported b
y successful
marketing campaigns and product
innovations, Pizza Hut sales were
below expectations. However, sales
at Pizza Hut did improve over FY23
with the implementation of strategies
to support employee attraction and
retention, which have been successful
in improving staffing conditions. Pizza
Hut’s new offerings, introduced mid-
way through 2024, constituted an
effective step forward for the brand,
and the new products will continue to
be part of the Pizza Hut line-up.
Store EBITDA was $US28.7 million,
equivalent to 16.9% of sales, an
incre
ase of $US1.1m on last year.
However, the margin decreased
slightly, resulting from a year-on-year
inflation increase and high energy
prices that limited consumer
spending, despite the Group’s focus
on value offerings. Store EBITDA
growth is mainly driven by Taco Bell,
with Pizza Hut having similar
performance versus the prior year.
In $NZ terms, the Hawaii business
contributed $NZ28
0.3 million in sales,
up $NZ20.6 million, or 7.9%, on the
prior year. Store EBITDA increased
$NZ2.4 million to $NZ47.4 million,
partly supported by a favourable
NZD/USD exchange rate.
RBD operates 70 stores in Hawaii (with
no openings or closures during FY24
).
We continue to implement unique
marketing campaigns as well as new
offerings and sites to strengthen
brand awareness, while also bringing
back long-time consumers with
favourites from the past.
$169.5M
HAWAII TOTAL STORE
S
ALES ($USm)
Annual Report 202415
CHAIRMAN AND CEO’S REPORT
CALIFORNIAN OPERATIONS
31 Dec
2024
31 Dec
2023Change ($)Change (%)
Store sales ($USm)107.3110.9-3.6-3.2
Store EBITDA ($USm)4.69.3-4.7-50.5
Store EBITDA as a % of sales4.38.4
Store numbers (owned)7175
Store sales for the California business
were $US107.3 million, a decre
ase
of $US3.6 million, or 3.2%, on the
prior year.
Same store sales declined 3.9% on the
prior ye
ar.
The elevated cost of living is still
impacting consumer spending in
this market, where dining at home
continues to make more economic
sense than e
ating out. The average
spend per customer has declined
as customers gravitate to value-
oriented menus and promotional items
in an environment of very strong
competition. However, same store
sales improved during the course of
the fourth quarter, driven in part by
new marketing campaigns for KFC in
the U.S. Changes to in-store kiosks,
as well as local restaurant marketing
efforts - particularly catering offers –
have supported an increase in uptake
and value-oriented promotional efforts
and innovation introduced this year
have delivered strong sales compared
to other operators in our market.
Store EBITDA was down 50.5%, to
$US4
.6 million, mainly impacted by
the 29% increase in the minimum
wage that came into effect on 1 April
2024, despite the implementation of
strategies to mitigate this impact while
maintaining a strong customer base.
However, there were improvements
in key labour indicators regarding
retention and staffing levels and
investments were made into initiatives
to reduce operating costs, improve
operational efficiency, maintain brand
he
alth and support growth.
In $NZ terms, the California business
contributed $NZ177.4 million in sales,
down 1.8
% on FY23, and $NZ7.7 million
in Store EBITDA, a decrease of
49.0%, which was partially offset by a
favourable NZD/USD exchange rate.
RBD operates 71 stores in California.
As part of the ongoing optimisation of
the portf
olio to focus on key growth
areas, four stores were closed over the
course of the year.
Key pillars of our strategy
for California include enhanced
operational efficiencies (including
kiosk rollouts), initiatives to boost our
energy efficiency, and the optimisation
of our store portfolio. While these
and other initiatives have helped to
improve performance and partially
offset increased labour costs, we
anticipate that it will take 12-18 months
to see better trading conditions in
this market.
$107.3M
CALIFORNIA TOTAL STORE
S
ALES ($USm)
16Restaurant Brands
CHAIRMAN AND CEO’S REPORT
CORPORATE & OTHER
Group General and Administration
(G
&A) expenses were $66.6 million,
a decrease of $0.6 million on FY23.
G&A as a percentage of total
revenue was 4.5%, down on FY23
at 4.8%, supported by continuing
initiatives aimed at reducing non-
essential G&A expenses across
the Group. Depreciation charges
of $50.1 million for FY24 were
$3.4 million higher than FY23, due
to the continued new store builds
and store refurbishments, although
at a slower rate than the prior year.
Depreciation of right of use assets
is up $1.0 million, to $43.7 million,
with new stores and lease renewals
increasing the associated right of use
asset depreciation. Financing costs of
$57.0 million were up $0.8 million
on FY23, primarily driven by a
$0.9 million increase in lease interest
to $36.2 million due to both new leases
and existing leases being extended.
This was partially offset by bank debt
servicing costs with lower debt levels
as a result of the improved cash
flows achieved in 2024. Tax expense
was $10.3 million, up $4.1 million on
the back of higher earnings for the
year. The effective tax rate is 28.0%
(FY23 27.5%).
OTHER ITEMS
Other items comprise other income
and e
xpenses and they totalled
$8.0 million (FY23 $6.1 million).
The FY24 amount includes a net
impairment charge of $7.8 million, and
$0.7 million related to the asset write-
downs for store closures in California
and other expenses of $0.5 million.
These charges were partially offset
by $0.9 million of insurance recovery
proceeds following the wildfire in
Lahaina in 2023.
$1,491.5M
TOTAL ASSETS
↑ $65.7M
TOTAL ASSETS UP ON FY23
BALANCE SHEET &
C
ASH FLOW
Total assets of the Group were
$1,
491.5 million, up $65.7 million on
31 December 2023, primarily due to
new store builds and refurbishments
which increased the value of both
property, plant, and equipment as well
as intangibles and right of use assets.
Annual Report 202417
CHAIRMAN AND CEO’S REPORT
Bank debt at the end of FY24
was $284
.5 million compared with
$289.4 million as of 31 December
2023, due to a combination of
net repayments of $27.4 million
offset by $22.5 million of exchange
rate effects. As of 31 December
2024, the Group had bank debt
facilities totalling $405.1 million
($120.7 million undrawn).
In December 2024 the Group paid
a special dividend of $22.5 million,
as a result of the current and
projected financial position supported
b
y the Group’s cash flows and capital
expenditure requirements.
Cash and cash equivalents decreased
b
y $0.8 million since 31 December
2023 with the higher earnings offset
by the dividend payment and the
repayment of bank loans. The Group
remains comfortably within all banking
covenants with a Net Debt to EBITDA
ratio of 1.8:1 (2.2:1 in FY23).
Net operating cash inflows were
$132.6 million, up $4.8 million on
FY23. This increase is mainly driven
by higher sales and is partially
offset by increased payments to
suppliers generating a net cash
inflow. The increase in the interest
payments on bank debt amounted to
$1.4 million, partially offset by lower
income tax payments. Net investing
cash outflows were $53.5 million,
a $31.3 million decrease on FY23,
primarily driven by reductions in
overall capital expenditure.
DIVIDEND
Following the assessment of the
current and projected financial
position and considering the
recent special dividend pa
yment in
December, no additional dividend was
declared for FY24. Directors believe
it is in the best interests of the
Group to retain cash at this time in
order to support growth and maintain
funding fle
xibility.
ANNUAL
S
HAREHOLDERS’ MEETING
The Annual Shareholders’ Meeting of
the Company will be held in A
uckland
on Friday 23 May 2025.
ACKNOWLEDGEMENTS
We would not have achieved our
results without our amazing te
am of
over 12,500 employees. These include
store staff who have been working
tirelessly to ensure we continue to
serve top-quality products to our
customers every day, and our office
staff who provide excellent support
to our frontline to ensure they have
innovative systems and processes to
deliver winning stores. We thank our
board members for their guidance in
the uncertain economic environment,
and our shareholders for their support
and trust during the year. We deeply
appreciate our customers and the
entire team, recognising the passion
and dedication of our staff and
leaders, which is the key to Restaurant
Brands' success.
José Parés
Chairman of the Board
Arif Khan
CEO
18Restaurant Brands
Our strategy
To become the leader who inspires the global restaurant industry
Trust
Our Strength
Fairness
Our Foundation
Loyalty
Our Commitment
Responsibility
Our Promise
Prudence
On Our Minds
Values
Focus Areas
High Performing
Team
Profitable &
Sustainable Growth
Customer
Centricity
Operational Innovation
& Excellence
Revenue
Boost
Margin
Improvement
Network
Expansion
Operational
Excellence
Grow Brand
Equity
Corporate Objectives
Talent
Development
Framework
Emissions
Reduction
Vision
OUR STRATEGY
Annual Report 202419
Advancing our
strategy for growth
Every day, we’re building
something bigger.
A portfolio of leading, digital-first
QSR brands, powered by a team that’s
always looking ahead. Our goal isn’t just
expansion -we’re setting new standards
and proving what’s possible when bold
brand marketing, operational excellence
and winning customer experiences come
together.
Winning experiences drive everything
we do. From game-changing brand
activations to frictionless digital
interactions and new store formats that
meet evolving demand, we’re creating
deeper connections and unlocking new
opportunities for growth.
In FY24, we delivered margin
improvement, expanded our network,
and advanced digital and operational
capabilities. With this momentum, we’re
building a smarter, more sustainable
system and positioning for the next
phase of growth.
Our four focus areas
HIGH-PERFORMING TEAM
When our team wins, our customers
win. People are at the heart of everything
we do. We’re investing in training, tools,
and team connections to create a culture
where our people can succeed. From
leadership development to operational
support, we are building a team that is
ready to perform.
PROFITABLE & SUSTAINABLE
GROWTH
Growth that delivers – $2 billion
and beyond. We are on a path to
$2 billion in Group sales, powered by
smart expansion, stronger margins, and
increased brand access. Growth isn’t just
about scale—it’s about delivering value
for customers, franchisees, and investors
in a sustainable, high-performance way.
CUSTOMER CENTRICITY
Winning customers, earning loyalty,
and creating standout experiences.
Customers are at the heart of everything
we do. Winning in our sector and in
our markets isn’t just about price - it’s
about creating experiences that keep
customers coming back.
We are continuously evolving our
menus, modernising store formats, and
expanding digital capabilities to deliver
seamless, high-quality interactions
that strengthen brand loyalty and
engagement.
OPERATIONAL INNOVATION &
EXCELLENCE
Building a smarter, faster, and more
sustainable system. Behind every
great customer experience is a high-
performance system. We are evolving
our technology, sustainability efforts, and
operational processes to drive stronger
results at every level.
“We’re excited to share our refreshed strategy –
one that sharpens focus, strengthens execution,
and ensures we continue delivering stronger
performance, better experiences, and sustained
value for our customers, our team, our franchisees,
and our shareholders.”
Arif Khan - CEO
OUR STRATEGY
20Restaurant Brands
Focus AreasWe are focused on:FY24 Highlights:Key Priorities for FY25:
High
Performing
Te a m
• An engaged workforce –
continuously gathering
employee feedback
and fostering a safe and
inclusive environment
• People enablement
– dialling up internal
and external employee
engagement and career
development
• Talent management and
development – attracting
and retaining top talent
across all markets
• New Group operating
model to centralise
strategic decision making
• Improved health and safety
platform
• Enhanced culture and team
connection
• A new talent framework
to attract, train, and
retain great people
• Enhanced recognition
programs
• Expanded leadership
pathways to build the
next generation of RBD
leaders
Profitable &
Sustainable
Growth
• Revenue and margin growth
– pricing optimisation, cost
efficiencies, and operational
refinements
• Network expansion – new
stores, digital-first formats,
enhanced convenience,
optimised locations, and
an expanded franchisee
network
• Brand equity and reach
– marketing that pushes
boundaries, digital platforms
and e-commerce channels
to drive sales and increase
brand visibility
• New store formats
designed for speed and
convenience
• Strengthened franchise
recruitment and expansion
• Increased digital sales
• Margin improvements
through smarter pricing
and cost efficiencies
• Expansion of store
network in high-growth
locations
• Revenue and margin
gains
• Strategic revenue
programmes.
Customer
Centricity
• Menu innovation –
consistently evolving
offerings across brands
to stay ahead of changing
customer preferences
• Value beyond price –
enhancing experiences
through service, quality, and
brand connection
• Seamless digital
interactions – improving
ordering, reducing friction,
and increasing access
• Store enhancements –
upgrading locations to meet
demand and elevate the
in-store experience
• Consistent menu and
product innovations
• Enhanced engagement
programs
• The launch of new digital
first compact store formats
• Continued optimisation
of digital channels
• Value-led promotions to
meet customer needs in
the high cost-of-living
environment
• Enhanced brand loyalty
and customer service
programmes
Operational
Innovation &
Excellence
• Scaling automation and
digital capabilities – making
operations faster, smarter,
and more efficient
• Advancing our sustainability
roadmap – reducing
environmental impact while
improving cost efficiencies
• Optimizing systems and
processes – ensuring stores
run at peak performance in a
fast-changing market
• Upgraded point-of-sales
system
• Energy-saving initiatives
across multiple divisions
• Strengthened supply chain
and inventory systems
• Further integrate
automation to
streamline kitchen and
service operations
• Investment in emissions
reduction initiatives
• Greater cross-market
operational alignment
for smarter, more
scalable execution
Our key enablers
No one has more insight into our
business than our people.
Across our stores, customer service,
and restaurant support centres, their
dedication drives winning experiences
for our customers.
Their passion powers our business
forward, and together with these key
enablers brings our strategy to life:
A Winning Culture
that Fuels Growth
A Transformation
Mindset with
Faster Decision
Making
Excellence
through one
RBD System
Elevated
Guest & Team
Member
Experience
Digital
Transformation
A Sharpened
Menu & Asset
Innovation
Strategy
Viral Marketing &
Brand Activations
Innovation, brand engagement, and
customer experience are fuelling our
growth and shaping the future.
Restaurant Brands’ marketing strategy
goes beyond promotions – it’s about
cultural moments, viral engagement, and
unforgettable brand experiences. Key
F24 highlights include:
Pizza Hut’s 50th Anniversary Pop-Up
Hut – a sell-out event bringing back the
all-you-can-eat buffet for a nostalgic
Kiwi experience
KFC Gravy Train – a world-first activation
where a wrapped locomotive delivered
hot KFC chicken to fans en route to the
Blues vs Force game at Eden Park
OUR STRATEGY
22Restaurant Brands
SUSTAINABILITY HIGHLIGHTS
Sustainability
i
n action
Environmental, social and governance principles aren’t a separate strategy
- the
y’re embedded in how we work daily to drive better outcomes and
sustainable profitability.
24Restaurant Brands
SUSTAINABILITY HIGHLIGHTS
Our company values of
T
rust, Fairness, Loyalty,
Responsibility and
Prudence are
important elements
supporting us on our
sustainability journey.
Our approach to ESG is grounded in
action - reducing emissions,
improving energy efficiency,
supporting our people, strengthening
governance and investing in our
communities – in support of
sustainable profitability.
Our ESG framework guides this work
and is structured around four pillars:
Planet, Governance, Product and
People. Each has been a focus for
meaningful progress in 2024.
PLANET
Lower impact, smarter systems
We continued to take practical,
me
asurable steps to reduce our
environmental footprint in 2024, with a
focus on energy use, emissions and
store design. We remain committed to
reducing our purchased electricity
consumption and direct greenhouse
gas emissions.
•Rolled out GridPoint energy
optimisation to 24 Calif
ornia stores,
building on a three-store trial.
Rollout to the rest of the California
network is planned for 2025. A
number of stores using GridPoint
have recorded energy savings of
more than 10 percent.
•The California GridPoint results
have prompted a group-wide
project for 2025 to assess the case
for early replacement of inefficient
HVAC systems.
•Trialled small-format store
designs with lower ra
w material
requirements and a smaller
carbon footprint.
•Achieved 100 percent LED lighting
across all New Zealand stores in
2023, with progress continuing in
other regions.
•Continued to transition our vehicle
fleet to lower-emission models,
including the rollout of EROAD fleet
management software in Australia
to improve tracking and visibility.
•Improved our ability to measure
and manage greenhouse gas
emissions, supported b
y better
supplier data and more
integrated systems.
Our 2024 Climate-Related Disclosure
Report will be published at:
www.restaurantbrands.co.nz/
community-and-sustainability
Annual Report 202425
SUSTAINABILITY HIGHLIGHTS
GOVERNANCE
Stronger structure,
clearer accountability
In 2024, we implemented a
ne
w group-wide operating model
to improve governance, simplify
decision-making and support
future growth.
•Moved to a group-led structure,
consolidating core corporate
functions including finance, people,
marketing and property under
single functional leaders.
•Appointed local Presidents to
lead store operations in each
region, allowing clearer focus on
operational delivery.
•Updated our delegated authority
polic
y to clarify responsibilities and
strengthen financial controls across
the Group.
•Established a Procurement
Council to oversee major
procurement activity, promote
best practice and support supply
chain integrity.
These changes have created clearer
lines of responsibility and enabled
more consistent perf
ormance across
our operating divisions.
Food safety is
fundamental to
our business.
PRODUCT
Quality, safety, ethics
We maintain strict controls to ensure
f
ood safety, ethical sourcing and
supplier accountability across all
our regions.
•In New Zealand, all suppliers are
subject to due diligence and annual
audits by Restaurant Brands, based
on the Yum! Supplier Code of
Conduct and industry best practice.
•In Australia, Hawaii and California,
suppliers operate under the Yum!
global supply chain and must
adhere to the Yum! Supplier Code
of Conduct, with regular audits
in place.
•All New Zealand meat suppliers
must comply with the A
nimal
Welfare Act and are audited by
SPCA and AsureQuality.
26Restaurant Brands
SUSTAINABILITY HIGHLIGHTS
•Key poultry suppliers Tegel
and Inghams f
ollow recognised
welfare codes and guidelines for
humane treatment.
•All restaurants operate under
a local food control plan
and are regularly inspected by
local authorities.
•Restaurants also undergo frequent
third-party brand audits, covering
food safety and compliance with
brand standards.
•Nutritional information for core
menu items is available on all
brand websites (excluding Taco
Bell in Australia), with additional
information for promotional
items available by request in
New Zealand.
In Australia, Hawaii and California,
kilojoule inf
ormation is provided on
restaurant menus.
PEOPLE
Safe, fair, inclusive
With more than 12,500 team members
across the Group, our people are
central to our success. A strong
commitment to social responsibility
continues to be a ke
y driver in
attracting and retaining talent across
the organisation.
•We operate a zero-tolerance policy
for forced or underage labour
across our business and supply
chain. There were no known
breaches of this policy in 2024.
We are currently transitioning our
sustainability data to a ne
w dedicated
section of our website. We expect
this to be launched when our FY24
climate-related disclosures report is
released and can be found here:
www.restaurantbrands.co.nz/
community-and-sustainability
Our people are central
to our success.
Annual Report 202427
SUSTAINABILITY HIGHLIGHTS
SPONSORSHIPS
A
ND PARTNERSHIPS
Local support, lasting impact
Restaurant Brands is committed to
supporting our communities be
yond
our restaurants. Across all our
markets, we contribute through
charitable donations, sponsorships
and partnerships that make
a difference.
New Zealand
2024 marked the 12th year of
partnership between KF
C and Surf
Life Saving NZ, an organisation that
relies heavily on volunteers and
community funding to deliver water
safety education and keep beaches
safe over the busy summer period.
2024 fundraising initiatives included:
•Donations from every bucket sold
over summer.
•Support through Black Clash and
Super Smash cricket e
vents.
•Proceeds from the Mr Sanders pop-
up restaurant.
Pizza Hut continued to strengthen its
partnership with Hato Hone S
t John,
which began in 2020 to support health
services, volunteer training and mental
health first aid programmes.
•$1 was donated from every Limo
pizza delivered in collaboration with
our franchisees.
•Contributions were doubled during
the June annual appe
al.
•All ticket sales from the return of
the P
izza Hut buffet were donated.
California
•We support the KFC Foundation
through a per-c
ase levy on
Secret Recipe fries and guest
donations, including Round Up
at checkout. The KFC Foundation
supports charitable organisations,
provides hardship grants, tuition-
free college access, counselling,
savings incentives and GED testing.
•In 2024, 27 KFC team members
received scholarships ranging from
USD $2,500 to $20,000, many as
the first in their families to attend
university or trade school.
•Our California restaurants also
participate in the KFC Harvest
Programme, donating surplus
food to charities supporting
people experiencing homelessness
and hardship.
28Restaurant Brands
SUSTAINABILITY HIGHLIGHTS
Australia
•We continue to support the KFC
Y
outh Foundation, which delivers
programmes that help young
people thrive in their communities.
As a major employer of under-25s,
we are proud of this long-standing
commitment to youth development
in Australia.
We are proud
to support
loc
al communities
and organisations.
Hawaii
•Through the Taco Bell Foundation’s
R
ound Up programme, we help
fund youth organisations focused
on career readiness.
–In 2024, grants were awarded to
the Boys and Girls Club of Hawaii
and Junior Achievement of
Hawaii.
–One of our Hawaiian team
members received a Live Más
scholarship.
The Hawaii Pizza Hut Literacy Fund,
administered b
y the Hawaii
Community Foundation, awarded
grants to support reading and literacy
programmes across the state.
Annual Report 202429
BOARD OF DIRECTORS
Board of
Directors
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
F
inaccess Capital, S.A. de C.V. 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 (Me
xico), 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
P
anamericana, 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.
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 e
xperience 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
R
isk Committee of AmRest Holdings SE.
Emilio graduated from ITAM, Mexico (Public
A
ccountant) and completed his MBA at the
same institution as well as the Executive
Management (AD) Program at IPADE, Mexico.
30Restaurant Brands
BOARD OF DIRECTORS
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 CE
O (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
S
antander, 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 F
inaccess 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 IP
ADE 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,
A
udit Committee Member and Investment
Committee Member of Grupo 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
dif
ferent 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 A
mRest 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 IP
ADE
Business School (Instituto Panamericano de
Alta Dirección de Empresa).
Huei Min (Lyn) Lim, MNZM
Independent Non-Executive Director
TERM OF OFFICE
Appointed Director
10 July 2019. Last re-
elected 2022 Annual Meeting.
BOARD COMMITTEES
Chairman of the Health, Safety & Sustainability
Committee, Member of the Audit and
Risk Committee and the Remuneration and
Nominations Committee.
Lyn Lim has diverse board and committee
Chair e
xperience. 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 A
uckland 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 P
te.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 ye
ars of legal
practice specialising in commercial, corporate
and governance issues and dispute resolution.
In 2017, Lyn was appointed as a Member
of the Ne
w 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, and a
member of the New Zealand Law Society.
Annual Report 202431
BOARD OF DIRECTORS
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 e
xperience 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
S
ecureFuture 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 Ne
w Zealand
Law Society and is a Chartered Member of the
New Zealand Institute of Directors.
Maria Elena (Malena) Pato-Castel
Independent Non-Executive Director
TERM OF OFFICE
Appointed Director
1 April 2021. Last re-
elected 2024 Annual Meeting.
Malena has over 33 year of experience in
the F
ast 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 P
izza 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 A
dministration and
Management (ADE) degree from the ICADE
School of Business and Economics.
32Restaurant Brands
PRO FORMA PROFIT STATEMENT
f
or the year ended 31 December 2024
$NZ000's31 Dec 2024vs Prior %31 Dec 2023
Store sales
New Zealand625,9049.5571,771
Australia309,930(0.0)310,050
Hawaii280,3177.9259,677
California177,447(1.8)180,689
Total sales1,393,5985.41,322,187
Other revenue81,14511.173,064
Total operating revenue1,474,7435.71,395,251
Cost of goods sold
1
(1,224,463)(5.1)(1,165,352)
Gross profit250,2808.9229,899
Distribution expenses
2
(9,897)(4.1)(9,509)
Marketing expenses
3
(71,899)(5.0)(68,461)
General and administration expenses
4
(66,587)0.9(67,186)
Other items(8,022)(30.8)(6,131)
Operating profit93,87519.478,612
Financing expenses(57,042)(1.5)(56,193)
Net profit before taxation36,83364.322,419
Taxation expense(10,305)(67.4)(6,156)
NPAT26,52863.116,263
% sales% sales
Store EBITDA before G&A, NZ IFRS 16 and
other items
New Zealand104,03316.629.380,48214.1
Australia35,21811.4(6.8)37,79612.2
Hawaii47,38816.95.245,04017.3
California7,6734.3(49.0)15,0598.3
Total Store EBITDA before G&A, NZ IFRS 16
and other items194,31213.98.9178,37713.5
Ratios
Net tangible assets per security (net
tangible assets divided by number of
shares) in cents36.424.2
1Cost of goods sold are direct costs of operating stores: food, paper, freight, labour and store overheads.
2Distribution expenses are costs of distributing product from store.
3Marketing expenses are order centre, advertising and local store marketing expenses.
4General and administration expenses (G&A) are non-store related overheads.
Annual Report 202433
NON-GAAP FINANCIAL MEASURES
f
or the year ended 31 December 2024
The Group results are prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”)
and comply with International F
inancial Reporting Standards Accounting Standards ("IFRS Accounting Standards") and
New Zealand International Financial Reporting Standards (“NZ IFRS”). These financial statements include a non-NZ GAAP
financial measure that is not prepared in accordance with NZ IFRS. The non-NZ GAAP financial measure used in this
presentation is as follows:
Store EBITDA before General and Administration (G&A) expenses, NZ IFRS 16 and other items. The Group calculates
E
arnings 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.
The term Store refers to the Group’s 10 operating divisions comprising the four 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.
The Group believes that this non-NZ GAAP measure provides useful information to readers to assist in the understanding of
the financial perf
ormance and position of the Group, but it should not be viewed in isolation, nor considered as a substitute
for measures reported in accordance with IFRS and NZ IFRS. This non-NZ GAAP measure as reported by the Group may not
be comparable to similarly titled amounts reported by other companies.
The following is a reconciliation between this non-GAAP measure and net profit after taxation:
$NZ000's31 Dec 202431 Dec 2023
Store EBITDA before G&A, NZ IFRS 16 and other items194,312178,377
Depreciation(50,118)(46,717)
Net loss on sale of property, plant and equipment (included in depreciation)(1,364)(909)
Lease depreciation(43,669)(42,615)
Lease costs68,17765,558
Amortisation (included in cost of sales)(9,701)(10,071)
G&A expenses(56,625)(58,880)
Gain on lease termination885-
Net impairment(7,845)(8,985)
Other items(177)2,854
Operating profit93,87578,612
Financing expenses(57,042)(56,193)
Net profit before taxation36,83322,419
Taxation expense(10,305)(6,156)
NPAT26,52816,263
34Restaurant Brands
Financial
st
atements
for the year ended 31 December 2024
ContentsPage
Directors’ statement36
Consolidated statement of comprehensive income37
Consolidated statement of changes in equity38
Consolidated statement of financial position39
Consolidated statement of cash flows40
Notes to and forming part of the consolidated financial statements42
Independent auditor’s report75
Restaurant Brands New Zealand Limited is pleased to present its financial statements.
The results are for the year ended 31 December 2024 as compared to the year ended 31 December 2023.
Note disclosures are grouped into five sections which the Directors consider most relevant when evaluating the financial
perf
ormance and position of the Group.
SectionNote Reference
Performance1 to
4
Funding and equity5 to 8
Working capital9 to 13
Long term assets14 to 16
Other notes17 to 26
Material accounting policies which are relevant to an understanding of the financial statements and which summarise the
me
asurement basis used are provided throughout the notes and are denoted by the highlight surrounding the text.
Annual Report 202435
Directors’ statement
for the year ended 31 December 2024
The Directors of Restaurant Brands New Zealand Limited (the Company) are pleased to present
the consolidated financial statements f
or Restaurant Brands and its subsidiaries (together the
Group) for the year ended 31 December 2024 contained on pages 37- 74.
Consolidated financial statements for each financial period fairly present the consolidated
financial position of the Group and its consolidated financial perf
ormance 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 performance and 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 ye
ar ended 31 December 2024.
For and on behalf of the Board:
José Parés
Chairman
Emilio Fullaondo
Director
27 February
202527 February 2025
36Restaurant Brands
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
f
or the year ended 31 December 2024
$NZ000'sNote31 Dec 202431 Dec 2023
Store sales revenue1
,21,393,5981,322,187
Other revenue1
,2
81,14573,064
Total operating revenue1,474,7431,395,251
Cost of goods sold(1,224,463)(1,165,352)
Gross profit250,280229,899
Distribution expenses(9,897)(9,509)
Marketing expenses(71,899)(68,461)
General and administration expenses(66,587)(67,186)
Other income21,0214,700
Other expenses2(9,043)(10,831)
Operating profit93,87578,612
Financing expenses(57,042)(56,193)
Profit before taxation36,83322,419
Taxation expense17(10,305)(6,156)
Profit after taxation attributable to shareholders26,52816,263
Other comprehensive income:
Exchange differences on translating foreign operations19,899955
Other comprehensive income19,899955
Total comprehensive income attributable to shareholders46,42717,218
Basic and diluted earnings per share (cents)321.2613.04
The accompanying material accounting policy information and notes form an integral part of the consolidated
financial statements.
Annual Report 202437
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
f
or the year ended 31 December 2024
$NZ000'sNoteShare capital
Foreign currency
translation reserveRetained earningsTotal
For the year ended 31 December 2023
Balance at
1 January 2023154,5658,935129,684293,184
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-95516,26317,218
Transactions with owners
Net dividends distributed--(19,961)(19,961)
Total transactions with owners--(19,961)(19,961)
Balance as at
31 December 2023
8154,5659,890125,986290,441
For the year ended 31 December 2024
Balance at
1 January 2024154,5659,890125,986290,441
Profit
Profit after taxation attributable
to shareholders--26,52826,528
Other comprehensive income
Movement in foreign currency
translation reserve-19,899-19,899
Total other comprehensive income-19,899-19,899
Total comprehensive income-19,89926,52846,427
Transactions with owners
Net dividends distributed--(22,457)(22,457)
Total transactions with owners--(22,457)(22,457)
Balance as at
31 December 2024
8154,56529,789130,057314,411
The accompanying material accounting policy information and notes form an integral part of the consolidated
financial statements.
38Restaurant Brands
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2024
$NZ000'sNote31 Dec 202431 Dec 2023
Non-current assets
Property, plant and equipment14358,286341,773
Land held for development128,46112,431
Right of use assets15608,015587,649
Sub-lease receivable2,971878
Intangible assets16368,883349,216
Deferred tax assets1763,37754,187
Total non-current assets1,409,9931,346,134
Current assets
Inventories919,02219,761
Trade and other receivables1026,40423,739
Income tax receivable5,2464,600
Cash and cash equivalents1130,83431,584
Total current assets81,50679,684
Total assets1,491,4991,425,818
Equity attributable to shareholders
Share capital8154,565154,565
Reserves829,7899,890
Retained earnings130,057125,986
Total equity attributable to shareholders314,411290,441
Non-current liabilities
Provisions186,0275,354
Deferred income19188477
Loans5284,120288,962
Lease liabilities15708,646674,304
Total non-current liabilities998,981969,097
Current liabilities
Income tax payable5,895-
Trade and other payables13134,938131,339
Provisions181,8711,689
Lease liabilities1534,50931,984
Deferred income198941,268
Total current liabilities178,107166,280
Total liabilities1,177,0881,135,377
Total equity and liabilities1,491,4991,425,818
The accompanying material accounting policy information and notes form an integral part of the consolidated
financial statements.
Annual Report 202439
CONSOLIDATED STATEMENT OF CASH FLOWS
f
or the year ended 31 December 2024
$NZ000'sNote31 Dec 202431 Dec 2023
Cash flow from operating activities
Cash was provided by / (applied to):
Receipts from customers1,471,5071,394,168
Payments to suppliers and employees(1,269,222)(1,197,705)
Interest paid(21,483)(20,071)
Interest paid on leases15(36,227)(35,303)
Payment of income tax(11,942)(13,252)
Net cash from operating activities132,633127,837
Cash flow from investing activities
Cash was provided by / (applied to):
Payment for intangible assets(588)(1,562)
Purchase of property, plant and equipment(56,914)(79,359)
Purchase of land held for development-(5,347)
Proceeds from disposal of property, plant and equipment4,0491,545
Net cash used in investing activities(53,453)(84,723)
Cash flow from financing activities
Cash was provided by / (applied to):
Proceeds from loans181,702444,535
Repayment of loans(209,127)(436,876)
Dividends paid to shareholders4(22,457)(19,961)
Payments for lease principal(31,950)(29,462)
Net cash used in financing activities(81,832)(41,764)
Net (decrease)/increase in cash and cash equivalents(2,652)1,350
Foreign exchange movements1,902365
Cash and cash equivalents at beginning of the year31,58429,869
Cash and cash equivalents at the end of the year30,83431,584
Cash and cash equivalents comprise:
Cash on hand11728691
Cash at bank1130,10630,893
30,83431,584
The accompanying material accounting policy information and notes form an integral part of the consolidated
financial statements.
40Restaurant Brands
CONSOLIDATED STATEMENT OF CASH FLOWS
(CONTINUED)
for the year ended 31 December 2024
$NZ000'sNote31 Dec 202431 Dec 2023
Reconciliation of profit after taxation with net cash from operating activities:
Total profit after taxation attributable to shareholders26,52816,263
Add items classified as investing activities:
Loss on disposal of property, plant and equipment146211,948
Loss on disposal of intangibles468-
1,0891,948
Add / (less) non-cash items:
Depreciation14
, 1593,78789,332
Lease termination(885)(792)
Increase in provisions856667
Amortisation of intangible assets169,70110,071
Impairment on property, plant and equipment147,3856,861
Impairment on intangible assets164602,124
Net increase in deferred tax assets17(7,295)(10,520)
104,00997,743
Add / (less) movement in working capital:
Decrease in inventories1,0385,388
Increase in trade and other receivables(1,424)(7,167)
(Decrease)/increase in trade and other payables(4,265)10,239
Increase in income tax payable5,6583,423
1,00711,883
Net cash from operating activities132,633127,837
Reconciliation of movement in loans
Opening balance288,962280,281
Net (repayments)/proceeds from loans(27,425)7,659
Decrease in prepaid facility costs121143
Foreign exchange movement22,462879
Closing balance5284,120288,962
The accompanying material accounting policy information and notes form an integral part of the consolidated
financial statements.
Annual Report 202441
Notes to and forming
p
art of the consolidated
financial statements
for the year ended 31 December 2024
NotePage
Basis of preparation44
Performance
1. Segmental reporting46
2. Revenue and expenses48
3. Earnings per share50
4. Dividend distributions50
Funding and equity
5. Loans51
6. Financial assets and financial liabilities53
7. Financial risk management54
8. Equity and reserves56
Working capital
9. Inventories57
10. Trade and other receivables57
11. Cash and cash equivalents57
12. Land held for development58
13. Trade and other payables58
Long term assets
14. Property, plant and equipment59
15. Leases62
16. Intangible assets64
Other notes
17. Taxation68
18. Provisions70
19. Deferred income71
20. Related party transactions71
21. Commitments72
22. Contingent liabilities72
23. Subsequent events72
24. Fees paid to auditor72
25. Donations72
26. Deed of Cross Guarantee73
42Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
The reporting entity is the consolidated group (the “Group”) comprising the parent entity Restaurant Brands New Zealand
Limited (the “Company”) and its subsidiaries. R
estaurant Brands New Zealand Limited 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
P
art 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:
NameNature
Restaurant Brands LimitedRestaurant operating
Restaurant Brands Australia Pty LimitedRestaurant operating
QSR Pty LimitedRestaurant operating
Taco Aloha Inc.Restaurant operating
Hawaii Pizza Hut Inc.Restaurant operating
Pizza Hut of Guam, Inc.Restaurant operating
Pizza Hut of Saipan, Inc.Restaurant operating
TB Guam Inc.Restaurant operating
RBD California Restaurants LimitedRestaurant operating
RBD US Holdings LimitedInvestment holding
Pacific Island Restaurants Inc.Investment holding
TD Food Group Inc.Investment holding
RB Holdings LimitedInvestment holding
RBP Holdings LimitedInvestment holding
RBDNZ Holdings LimitedInvestment holding
RBN Holdings LimitedInvestment holding
Restaurant Brands Australia Holdings Pty LimitedInvestment holding
Restaurant Brands Properties LimitedProperty holding
Restaurant Brands Nominees LimitedNon-trading
Restaurant Brands Pizza LimitedNon-trading
Annual Report 202443
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
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 applic
able 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, and
when applic
able 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.
These audited consolidated financial statements were authorised for issue on 27 February 2025 by the Board of Directors
who do not have the power to amend afterwards.
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 ha
ving 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 2024 that had
a material impact on these consolidated financial statements.
In May 2024, the External Reporting Board introduced NZ IFRS 18 Presentation and Disclosure in Financial Statements (NZ
IFRS 18) (ef
fective for annual reporting periods beginning on or after 1 January 2027). This standard replaces NZ IAS 1 and
primarily introduces a defined structure for the statement of comprehensive income, disclosure of management-defined
performance measures (a subset of non-GAAP measures) in a single note, together with reconciliation requirements. The
Group has not early adopted this standard and is yet to assess its impacts.
On 14 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 on or before 30 April 2025 as per the blanket exemption issued during
the reporting period.
Expected changes to income tax legislation
On
8 October 2021, 136 countries, which are part of the OECD/G20 Inclusive Framework (IF), 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 15.0% 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 NZ IFRS financial statements is complex
and poses a number of practic
al challenges. It is not immediately apparent how entities would apply the principles and
requirements in NZ 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
44Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
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 2024, the Pillar Two requirements have been enacted in Australia and New Zealand. However in New
Zealand the rules are effective from 1 January 2025. The Group is closely monitoring the enaction process in jurisdictions
where it operates and its potential impact on the Group operations and the consolidated financial statements. Further
details are disclosed in note 17.
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:
•Store EBITDA before General and Administration expenses (G&A), NZ IFRS 16 and other items. The Group calculates
E
arnings Before Interest, Tax, Depreciation, 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.
•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.
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.
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. E
stimates 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
are
a. The Group continues to monitor its exposure to climate related risk and related regulatory requirements. The Group's
Environmental, Social and Governance (ESG) Management Committee assesses 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.
Annual Report 202445
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
PERFORMANCE
1. SEGMENTAL REPORTING
The Group is organised into five operating segments, depicting the four geographically distinct operating divisions: New
Z
ealand, Australia, Hawaii and California, and the corporate support function located in New Zealand. Operating segments
are reported in a manner consistent with the internal reporting provided to the chief operating decision makers. The chief
operating decision makers, responsible for allocating resources and assessing performance of the operating segments,
have been identified as the Chief Executive Officer (CEO) and Chief Financial Officer (CFO). The chief operating decision
makers consider the performance of the business from a geographic perspective, while the performance of the corporate
support function is assessed separately.
The Group evaluates performance and allocates resources to its operating segments on the basis of segment assets,
segment revenues, Store EBITDA before G&A, NZ IFRS 16, other items, and operating profit. Operating profit refers to
earnings before financing expenses and taxation expense. Revenue is from external customers.
Segment assets include items directly attributable to the segment. Segment capital expenditure is the total cost
incurred during the period to acquire property, plant and equipment and intangible assets other than goodwill. T
he
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.
46Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
31 December
2024
$NZ000'sNew ZealandAustraliaHawaiiCalifornia
Corporate
support
functionTotal
Business segment
Store sales revenue625,904309,930280,317177,447-1,393,598
Other revenue78,449-2,6906-81,145
Total operating revenue704,353309,930283,007177,453-1,474,743
Store EBITDA before G&A
expenses, NZ IFRS 16 and
other items104,03335,21847,3887,673-194,312
G&A expenses(14,858)(14,275)(12,579)(11,411)(3,502)(56,625)
89,17520,94334,809(3,738)(3,502)137,687
Other income--903118-1,021
Other expenses-(453)-(745)-(1,198)
Impairment charges(306)(6,011)(346)(1,182)-(7,845)
Depreciation(23,644)(14,046)(9,045)(4,732)(15)(51,482)
Amortisation(1,024)(1,194)(1,539)(5,790)(154)(9,701)
Adjustments for NZ IFRS 1610,8066,9163,0744,597-25,393
Operating profit/(loss)75,0076,15527,856(11,472)(3,671)93,875
Financing expenses(15,249)(16,490)(6,300)(19,002)(1)(57,042)
Taxation expense(18,005)3,337(2,470)5,8051,028(10,305)
Net profit/(loss) after
taxation (NPAT)41,753(6,998)19,086(24,669)(2,644)26,528
Current assets38,60812,28014,33916,279-81,506
Non-current assets
e
xcluding deferred tax
369,202360,110314,036303,268-1,346,616
Total assets excluding
deferred tax407,810372,390328,375319,547-1,428,122
Capital expenditure
including intangible assets35,94612,8006,0931,930-56,769
Annual Report 202447
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
31 December
2023
$NZ000'sNew ZealandAustraliaHawaiiCalifornia
Corporate
support
functionTotal
Business segment
Store sales revenue571,771310,050259,677180,689-1,322,187
Other revenue71,0394231,493109-73,064
Total operating revenue642,810310,473261,170180,798-1,395,251
Store EBITDA before G&A
expenses, NZ IFRS 16 and
other items80,48237,79645,04015,059-178,377
G&A 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--4,700
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)(47,626)
Amortisation(1,095)(1,165)(1,405)(6,252)(154)(10,071)
Adjustments for NZ IFRS 169,9606,3252,8213,837-22,943
Operating profit/(loss)53,29412,42628,199(9,798)(5,509)78,612
Financing expenses(15,143)(16,187)(7,024)(17,803)(36)(56,193)
Taxation expense(11,379)530(5,486)8,6261,553(6,156)
NPAT26,772(3,231)15,689(18,975)(3,992)16,263
Current assets34,80517,40217,37010,107-79,684
Non-current assets
e
xcluding deferred tax
351,564367,547287,112285,724-1,291,947
Total assets excluding
deferred tax386,369384,949304,482295,831-1,371,631
Capital expenditure
including intangible assets42,81320,62310,17412,170-85,780
The G&A expenses in the segmental reporting note include EBITDA related to transactions with Independent Franchisees
of $9.5 million (Dec 2023: $7.7 million) and e
xclude depreciation and amortisation expense of $0.8 million (Dec 2023:
$0.9 million) and NZ IFRS 16 adjustments of $0.3 million (Dec 2023: $0.3 million).
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 e
xcluding Goods and Services Tax (GST), and Sales Tax in California and Hawaii.
48Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
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 enf
orceable 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's31 Dec 202431 Dec 2023
Royalties paid82,25078,126
Royalties are recognised as an expense as revenue is earned.
Wages and salaries
$NZ000's31 Dec 202431 Dec 2023
Wages and salaries400,715373,860
(Decrease) / increase in liability for long service leave(224)58
400,491373,918
Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave, that are expected to
be settled wholly within 12 months af
ter 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's31 Dec 202431 Dec 2023
Lease expenses9,54810,954
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's31 Dec 202431 Dec 2023
Net insurance recovery9034,700
Other118-
Total other income1,0214,700
Annual Report 202449
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
Insurance Recovery
The current year amount relates to additional insurance proceeds received in 2024 regarding the Maui wildfires in Hawaii.
Other expenses
$NZ000's31 Dec 202431 Dec 2023
Net impairment of property, plant and equipment, and intangible assets7,8458,985
Store closures746596
Other4521,250
Total other expenses9,04310,831
Store closures and net impairment of property, plant, and equipment and intangible assets
The Group continued to face challenges in the California and Australia divisions as a result of reduced household spending
impacting sales and margins, and the 29% incre
ase in the minimum wage in California. As part of the portfolio optimisation
plan, four stores were closed in California which resulted in net assets write down of $0.7 million (Dec 2023: $0.6 million
relating to one store closure in Australia). A detailed review of property, plant and equipment, intangible assets, and right
of use assets of stores at the year end identified impairment indicators in several stores. Based on further analysis a net
impairment charge of $7.8 million was recognised during the year (Dec 2023: $9.0 million).
3. EARNINGS PER SHARE
31 Dec 202431 Dec 2023
Basic and diluted earnings per share
Profit after taxation attributable to the shareholders ($NZ000's)26,52816,263
Weighted average number of shares on issue (000's)124,759124,759
Basic earnings per share (cents)21.2613.04
Basic earnings per share (EPS) is calculated by dividing the profit or loss attributable to ordinary shareholders of the
Company b
y 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.
4. DIVIDEND DISTRIBUTIONS
$NZ000's31 Dec 202431 Dec 2023
Final dividend paid April 2023 (16 cents per share)-19,961
Special dividend paid December 2024 (18 cents per share)22,457-
22,45719,961
50Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
FUNDING AND EQUITY
5. LOANS
$NZ000's31 Dec 202431 Dec 2023
Secured bank loans denominated in:
NZD22,00034,000
AUD94,41495,730
USD168,037159,684
Secured bank loans284,451289,414
A loan is classified as current if it is due for repayment within 12 months of the Group's year end.
As at
31 December 2024 the Group's loans are non-current.
Non-current284,451289,414
Secured bank loans284,451289,414
$NZ000's
Secured bank loans284,451289,414
Less prepaid facility fees(331)(452)
Loan balance284,120288,962
Included in the loans balance in the consolidated statement of financial position is $0.3 million (Dec 2023: $0.5 million)
relating to prepaid facility f
ees that are being amortised over the term of the loan facilities.
Facilities
On
15 December 2022 the Group renewed its bank facilities.
The facilities are split between NZD, USD and AUD tranches, most of the tranches are four-year terms with the remainder
e
xpiring in five years.
The Group has loan facilities in place totalling $405.1 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
Ne
w 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 $4.0 million across various properties leased in Australia and an obligation to
provide standb
y letters of credit totalling $4.5 million in California. The California letters of credit expired in April 2024 and
have not yet been renewed.
The Group is subject to a number of externally imposed bank covenants as part of the terms of its secured bank
loan facilities.
Annual Report 202451
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
The most significant covenants relating directly to capital management are the ratio of total debt to earnings before
interest, tax, depreciation and amortisation (EBITD
A) 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
1
to fixed charges), with EBITDAL being EBITDA before lease costs, fixed charges
comprising interest and le
ase 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 tre
atment 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 2023: no breaches). There are also no
f
orecast breaches of covenants.
For more information about the Group’s exposure to interest rate and foreign currency risk see note 7.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated
at amortised cost; any dif
ference between the proceeds (net of transaction costs) and the redemption value, if any,
is recognised in the consolidated statement of comprehensive income over the period of the borrowings using the
effective interest method.
Financing expenses
$NZ000's31 Dec 202431 Dec 2023
Financing expenses - leases (NZ IFRS 16)36,22735,302
Financing expenses - bank20,81520,891
Financing expenses57,04256,193
Financing expenses comprise: interest payable on borrowings calculated using the effective interest rate method;
interest received on funds invested c
alculated using the effective interest rate method; lease interest (note 15); 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.
1
Earnings Before Interest, Tax, Depreciation, Amortisation and Lease costs. EBITDAL measure is used by the banks, with the Group’s total fixed charge
coverage ratio based on this figure.
52Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
6. 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 me
asured subsequently at fair value either through OCI or through profit or loss.
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. T
hey are included in current assets, except for maturities greater than 12 months after the
consolidated statement of financial position date. These are classified as non-current assets. The Group’s loans and
receivables comprise trade receivables, other receivables 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 e
vidence 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 pa
yables 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.
F
inancial 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
currenc
y 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 instruments as at
31 December 2024 (Dec 2023: nil).
Financial assets and financial liabilities at amortised cost by category
$NZ000's31 Dec 202431 Dec 2023
Loans and receivables at amortised cost
Trade receivables11,60812,135
Other receivables4,5003,372
Cash and cash equivalents30,83431,584
46,94247,091
Financial liabilities at amortised cost
Loans (excluding prepaid facility fees)284,451289,414
Trade and other payables (excluding indirect and other taxes and employee benefits)91,72489,583
376,175378,997
Annual Report 202453
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
7. 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 ma
y 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. T
he 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 ha
ve 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 A
ustralia 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 da
ys. The interest rates are reset at the end of each term. As such, at balance date, the Group’s loans of $284.5 million
(Dec 2023: $289.4 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. T
here 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 2024 (Dec 2023: nil).
(c) Liquidity risk
In respect of the Group’s cash balances and non-derivative financial liabilities, the following table analyses the amounts into
rele
vant 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 2024
Cash on hand-728728-
Cash at bank3.75%30,10630,106-
Bank term loan - principal (NZD)7.63%(22,000)-(22,000)
Bank term loan - principal (AUD)6.47%(94,414)-(94,414)
Bank term loan - principal (USD)6.37%(168,037)-(168,037)
Bank term loan - expected interest6.50%(52,119)(18,141)(33,978)
Trade and other payables (excluding indirect and other taxes
and employee benefits)
-(91,724)(91,724)-
(397,460)(79,031)(318,429)
54Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
$NZ000's
Effective
interest ratesTotal
Less than
1 year
Between
1 and 5 years
31 Dec 2023
Cash on hand-691691-
Cash at bank5.00%30,89330,893-
Bank term loan - principal (NZD)8.28%(34,000)-(34,000)
Bank term loan - principal (AUD)6.50%(95,730)-(95,730)
Bank term loan - principal (USD)7.34%(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)
Prudent liquidity risk management implies the availability of funding through adequate amounts of committed credit
facilities. T
he 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
c
ash basis. The Group has bank funding facilities, excluding overdraft facilities, of $405.1 million (Dec 2023: $376.1 million)
available at variable rates. The amount undrawn at 31 December
2024 was $120.7 million (Dec 2023: $86.7 million) and
therefore the Group has the ability to fully pay debts as they fall due.
The Group has lease liabilities with future cash payments as disclosed in the table below:
$NZ000's31 Dec 202431 Dec 2023
Within one year71,08365,827
One to five years290,985252,695
Beyond five years872,128838,967
1,234,1961,157,489
This includes future lease options that the Group currently expects to exercise and is not discounted for the future nature of
pa
yments, 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. T
he 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 2023: nil).
At
31 December 2024 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 2023: nil).
(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 b
y 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
e
arnings. Over the longer term, however, permanent changes in foreign exchange and interest rates on a weighted average
balance will have an impact on profit.
Annual Report 202455
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
At
31 December 2024 it is estimated that a general increase of one percentage point in interest rates would decrease the
Group profit before income tax by approximately $2.8 million (Dec 2023: $2.9 million), however equity would decrease by
$2.1 million (Dec 2023: $2.2 million). A one percentage point decrease in interest rates would increase the Group profit
before income tax by approximately $2.8 million (Dec 2023: $2.9 million), however equity would increase by $2.1 million (Dec
2023: $2.2 million).
A general increase of one percentage point in the value of the New Zealand dollar against other foreign currencies would
ha
ve minimal impact on the cost of the Group’s directly imported ingredients denominated in foreign currencies.
(f) Capital risk management
The Group’s capital comprises share capital, reserves and retained earnings.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue to operate as a going
concern, and to maintain an optimal c
apital structure commensurate with risk and return and reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return c
apital to shareholders, or issue new shares.
8. EQUITY AND RESERVES
Share capital
31 Dec 202431 Dec 202431 Dec 202331 Dec 2023
Number$NZ000'sNumber$NZ000's
Share capital124,758,523154,565124,758,523154,565
The issued and authorised capital of the Company represents ordinary fully paid up shares. The par value is nil (Dec
2023: nil).
All issued shares carry equal rights in respect of voting and the receipt of dividends, and upon winding up rank equally with
regards to the Company’s residual assets.
Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.
Foreign currency translation reserve
$NZ000's31 Dec 202431 Dec 2023
Foreign currency translation reserve29,7899,890
The foreign currency translation reserve comprises all exchange rate differences arising from translating the financial
statements of the f
oreign currency operations.
56Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
WORKING CAPITAL
9. INVENTORIES
$NZ000's31 Dec 202431 Dec 2023
Raw materials and consumables19,02219,761
Inventories recognised as an expense during the period ended
31 December 2024 amounted to $405.8 million (Dec 2023:
$403.5 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. T
he 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.
10. TRADE AND OTHER RECEIVABLES
$NZ000's31 Dec 202431 Dec 2023
Trade receivables11,60812,135
Prepayments10,2968,232
Other receivables4,5003,372
26,40423,739
The carrying amount of the Group’s trade and other receivables are denominated in the
f
ollowing currencies:
NZD13,68610,205
AUD4,5876,960
USD8,1316,574
26,40423,739
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 e
xpected 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, therefore all are classified as current.
11. CASH AND CASH EQUIVALENTS
$NZ000's31 Dec 202431 Dec 2023
Cash on hand728691
Cash at bank30,10630,893
30,83431,584
The carrying amount of the Group’s cash and cash equivalents are denominated in the
f
ollowing currencies:
NZD9,8208,494
AUD6,1538,147
USD14,86114,943
30,83431,584
Annual Report 202457
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
Included in cash and cash equivalents are credit card receipts and delivery receipts that are in transit at balance date.
T
he cash and cash equivalents disclosed above also include $2.0 million held by the Accident Fund Insurance Company
of America. These funds are subject to regulatory restrictions and are therefore not available for general use by the
Group entities.
12. LAND HELD FOR DEVELOPMENT
$NZ000's31 Dec 202431 Dec 2023
Land held for development8,46112,431
As at 31 December 2024 there was $8.5 million relating to land in New Zealand that has been purchased for use in
developing new stores in the future (Dec 2023: $12.4 million).
13. TRADE AND OTHER PAYABLES
$NZ000's31 Dec 202431 Dec 2023
Trade payables59,08155,236
Other payables and accruals32,64334,347
Employee benefits30,53131,438
Indirect and other taxes12,68310,318
134,938131,339
The carrying amount of the Group’s trade and other payables are denominated in the
f
ollowing currencies:
NZD74,66874,859
AUD22,20423,507
USD38,06632,973
134,938131,339
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
ef
fective interest method.
58Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
LONG TERM ASSETS
14. PROPERTY, PLANT AND EQUIPMENT
$NZ000'sLand
Leasehold
improvements
Plant,
equipment
and fittingsMotor vehicles
Capital work in
progressTotal
Cost
Balance as at
31 December 20224,494385,450153,3272,29721,931567,499
Additions----78,87178,871
Transfers from work in progress-51,04926,005330(77,384)-
Disposals-(7,107)(4,192)(316)(212)(11,827)
Movement in exchange rates133915015460
Balance as at 31 December 20234,507429,783175,1902,31223,211635,003
Additions----58,85158,851
Transfers from work in progress2,67023,45929,634315(56,078)-
Disposals-(25,739)(17,814)(213)(129)(43,895)
Movement in exchange rates10518,4277,2688167526,556
Balance as at 31 December 20247,282445,930194,2782,49526,530676,515
Accumulated depreciation
Balance as at 31 December 2022-(161,905)(81,383)(1,564)-(244,852)
Charge-(28,551)(17,786)(380)-(46,717)
Disposals-4,5112,258281-7,050
Movement in exchange rates-1532(1)-46
Balance as at 31 December 2023-(185,930)(96,879)(1,664)-(284,473)
Charge-(31,578)(18,255)(285)-(50,118)
Disposals-21,50516,760211-38,476
Movement in exchange rates-(5,424)(3,837)(58)-(9,319)
Balance as at 31 December 2024-(201,427)(102,211)(1,796)-(305,434)
Impairment
Balance as at 31 December 2022-(3,174)(171)--(3,345)
Utilised/disposed-1,3686-(56)1,318
Impairment created-(5,701)(1,085)-(75)(6,861)
Movement in exchange rates-9631-4131
Balance as at 31 December 2023-(7,411)(1,219)-(127)(8,757)
Utilised/disposed-2,5111,348-1313,990
Impairment created-(7,209)(176)--(7,385)
Movement in exchange rates-(590)(49)-(4)(643)
Balance as at 31 December 2024-(12,699)(96)--(12,795)
Carrying amounts
Balance as at 31 December 20224,494220,37171,77373321,931319,302
Balance as at 31 December 20234,507236,44277,09264823,084341,773
Balance as at 31 December 20247,282231,80491,97169926,530358,286
Depreciation expense
$NZ000's31 Dec 202431 Dec 2023
Depreciation expense50,11846,717
Disposal of property, plant and equipment
Net loss on disposal of property, plant and equipment (included in depreciation expense)(1,364)(909)
Net gain/(loss) on disposal of property, plant and equipment (included in other expenses)743(1,039)
Annual Report 202459
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
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 lif
e.
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.
Depreciation expense is included in the consolidated statement of comprehensive income within cost of goods sold,
and general and administration e
xpenses.
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
.
60Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
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.
Impairment charge is recognised in other expenses in the consolidated statement of the comprehensive income.
Store assets include property, plant and equipment, right of use assets and intangible assets. The Group reviews
store assets f
or 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. T
he 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 mone
y and the business risk of the cash generating unit.
•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 b
y 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 f
our 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.
Annual Report 202461
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
The key assumptions used for the value in use and fair value less cost of disposal calculation are as follows:
31 Dec 202431 Dec 2023
Key assumptions
Percentage
used %
Percentage
used %
Percentage
used %
Percentage
used %
Percentage
used %
Percentage
used %
Percentage
used %
Percentage
used %
NZAustraliaHawaiiCaliforniaNZAustraliaHawaiiCalifornia
Store sales growth2.1 – 5.70.1 – 6.01.2 – 4.51.0 – 25.02.7 – 20.4-4.0 – 14.8-24.0 – 10.53.0 – 15.0
Store
EBITD
A margin
-4.6 – 8.6-38.2 – 10.0-5.4 – 7.2-23.9 – 6.4-18.6 – 9.6-38.4 – 10.0-12.0 – 8.8-62.2 – 8.8
Store EBITDA
margin
terminal year
1.0 – 8.6-1.0 – 10.00.9 – 7.2-14.4 – 6.4-14.1 – 13.2-15.1 – 12.10.9 – 9.3-12.8 – 9.5
Terminal
growth rate
2.12.52.12.12.12.52.32.3
Discount rate7.2 – 10.67.0 - 7.28.26.68.5 – 9.47.39.17.5
Number of
stores impaired
2513-219
Impairment value
$NZ millions*
$0.30$6.00$0.30$1.20-$2.60$0.60$5.80
*Included in the net impairment value of $7.8 million in 2024 is $1.5 million relating to the impairment of intangible assets
(Dec 2023: $2.1 million).
Based on the calculations, an impairment of $7.8 million was recognised during the financial year (Dec 2023: $9.0 million)
against property, plant and equipment and intangible assets in the consolidated statement of comprehensive income as
part of other e
xpenses. This comprised eleven stores with recoverable amounts lower than their respective carrying value
of assets.
The Group also evaluated stores’ assets which have been previously impaired to determine whether the conditions that
ga
ve rise to the initial impairments still existed at the balance date. A recalculation is performed to reassess the recoverable
amount and determine if 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 due to the improved performance for the year ended 31 December 2024 (Dec 2023: nil).
15. 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 rene
wal 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.
62Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
Right of use assets (ROU assets)
$NZ000's31 Dec 202431 Dec 2023
Opening balance587,649607,765
Depreciation(43,669)(42,615)
Modifications to existing right of use assets8,0164,215
Additions20,38516,388
Foreign exchange movement35,6341,896
Closing balance608,015587,649
Additions relate to new leases entered into by the Group.
The Group's 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 with a corresponding lease liability. Each lease
pa
yment 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
re
view, 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 le
ases.
Payments associated with short term leases and leases of low value assets are recognised on a straight line basis as an
e
xpense 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.
Annual Report 202463
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
Lease liabilities
$NZ000's31 Dec 202431 Dec 2023
Opening balance706,288714,931
Cash flow payments(68,165)(65,381)
Interest36,22735,117
Modifications to existing lease liabilities8,6573,493
Additions19,83916,340
Foreign exchange movement40,3091,788
Closing balance743,155706,288
Current lease liabilities34,50931,984
Non-current lease liabilities708,646674,304
743,155706,288
The weighted average incremental borrowing rate applied to lease additions during the year was 7.1% (Dec 2023: 7.4%).
16. INTANGIBLE ASSETS
$NZ000'sGoodwillFranchise fees
Concept
development
costs
Acquired
software costsTotal
Cost
Balance as at
31 December 2022286,411101,78580112,372401,369
Additions-813-7491,562
Disposals-(372)-(1,427)(1,799)
Movement in exchange rates1,029416-71,452
Balance as at
31 December 2023
287,440102,64280111,701402,584
Additions-583-5588
Disposals-(3,904)-(6,532)(10,436)
Movement in exchange rates23,78510,767-1034,562
Balance as at
31 December 2024
311,225110,0888015,184427,298
Accumulated amortisation and impairment
Balance as at
31 December 2022(831)(30,148)(746)(11,308)(43,033)
Charge-(9,497)-(574)(10,071)
Disposals-409-1,3571,766
Impairment-(2,124)--(2,124)
Movement in exchange rates-95-(1)94
Balance as at
31 December 2023
(831)(41,265)(746)(10,526)(53,368)
Charge-(9,223)-(478)(9,701)
Disposals-3,198-6,5329,730
Impairment-(460)--(460)
Movement in exchange rates-(4,610)-(6)(4,616)
Balance as at
31 December 2024
(831)(52,360)(746)(4,478)(58,415)
Carrying amounts
Balance as at
31 December 2022285,58071,637551,064358,336
Balance as at
31 December 2023
286,60961,377551,175349,216
Balance as at
31 December 2024
310,39457,72855706368,883
64Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
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 lif
e. 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. T
hey 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 lif
e 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 take
away 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 lif
e of 3-8 years.
Amortisation
Amortisation charge is recognised in cost of goods sold in the consolidated statement of comprehensive income.
Impairment
Impairment charge is recognised in other expenses in the consolidated statement of comprehensive income.
$NZ000's31 Dec 202431 Dec 2023
Amortisation of intangible assets9,70110,071
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 c
arrying 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 f
or internal management purposes.
Annual Report 202465
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
Allocation of goodwill by CGU:
$NZ000's31 Dec 202431 Dec 2023
KFC Australia117,554114,434
KFC New Zealand6,5996,599
Pizza Hut New Zealand7,4347,434
Pizza Hut and Taco Bell Hawaii144,836128,097
KFC and Taco Bell California33,97130,045
Total goodwill310,394286,609
In 2024 the recoverable amount of each CGU was based on fair value less costs of disposal approach. Fair value less
costs of disposal was determined b
y discounting the future net cash flows generated from the continuing use of the CGU,
less disposal cost of 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 the
2025–2028 financial plan as approved by the Board of Directors.
The key assumptions used in the impairment testing are as follows:
31 Dec 202431 Dec 202431 Dec 202431 Dec 202331 Dec 202331 Dec 2023
Brand
Store sales
growth
2025-2028
%
Store EBITDA
margin
2025-2028
%
Discount rate
%
Store sales
growth
2024-2026
%
Store EBITDA
margin
2024-2027
%
Discount rate
%
KFC Australia6.8 - 11.714.8 - 15.47.18.6 - 9.414.8 - 15.97.3
KFC New Zealand3.8 - 6.517.8 - 20.17.76.2 - 7.117.5 - 20.79.0
Pizza Hut New Zealand4.0 - 8.55.410.63.8 - 6.95.111.3
Pizza Hut and Taco
Bell Hawaii4.1 - 6.117.8 - 19.08.23.7 - 6.016.9 - 17.79.1
KFC and Taco
Bell California1.7 - 8.36.7 - 10.36.61.8 - 10.16.0 - 11.07.5
The terminal growth rate is calculated on a CGU basis, based on the 2028 year and assumes a continuous sales growth
equal to the minimum of projected inflation estimates of 2.1% to 2.5% (Dec 2023: 2.1% 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 e
xternal sources and internal sources including Board approved forecasts (historical data). The key
assumptions are detailed below:
•Store Sales growth – Average annual growth rate over the four-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.
•Store EBITDA margin 2025–2028. Based on past performance and management’s expectations for the future. Store
EBITD
A 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 e
xpected long-term inflation for each territory in which the CGU operates.
•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 following CGUs any reasonably possible change in the key assumptions used in the calculations would not
c
ause the carrying amount to exceed its recoverable amount:
•New Zealand KFC
•New Zealand Pizza Hut
66Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
•Hawaii Taco Bell and Pizza Hut
•Australia KFC
No impairment was recognised in this financial year for the California CGU goodwill, however, a decrease to 3.7%-7.3%
for the Store EBITDA margin percentage assumption would result in the carrying amount being equal to the recoverable
amount (breakeven point).
Annual Report 202467
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
OTHER NOTES
17. TAXATION
Current and deferred taxes are calculated on the basis of tax rates enacted or substantially enacted at reporting date
and are recognised in profit or loss e
xcept 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 tax is recognised in respect of temporary differences between the tax bases of assets and liabilities
and their c
arrying amounts in the consolidated financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the
balance date and are e
xpected to apply when the related deferred income tax asset is realised or the deferred tax
liability is settled. Deferred income tax 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
af
ter 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
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'sNote31 Dec 202431 Dec 2023
Total profit before taxation for the period136,83322,419
Taxation expense1(10,305)(6,156)
Net profit after income tax26,52816,263
Taxation expense using the Company’s domestic tax rate(28.0%)(10,313)(28.0%)(6,277)
Other3.0%1,103(2.6%)(585)
Adjustments due to different jurisdictions(3.0%)(1,095)3.1%706
Taxation expense(28.0%)(10,305)(27.5%)(6,156)
Taxation expense comprises:
Current tax expense(17,600)(16,676)
Deferred tax expense7,29510,520
(10,305)(6,156)
68Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
OECD Pillar Two model rules
The Group is within the scope of the OECD Pillar Two model rules, also referred to as GloBE (Global anti-Base Erosion). As of
31 December
2024 the Pillar Two legislation was enacted in New Zealand, the jurisdiction in which Restaurant Brands New
Zealand Limited is incorporated. The rules will come into effect in New Zealand from 1 January 2025. The Group applies the
NZ IAS 12 exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two
income taxes. Under the legislation, the Group is liable to pay a top-up tax for the difference between the GloBE effective
tax rate for each jurisdiction and the 15% minimum rate. Pillar Two is effective in Australia from 1 January 2024 and although
the legislation has not yet been enacted in the USA, the Group has effective tax rates that exceed 15% in all jurisdictions in
which it operates. Based on the status of the implementation process and the effective tax rate above 15% the rules are not
expected to have a material impact.
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%
f
or California, and 26% for Hawaii (Dec 2023: 28% New Zealand, 30% Australia, 28% for California and 26% for Hawaii).
$NZ000's31 Dec 202431 Dec 2023
Imputation credits available for subsequent reporting periods42,79135,801
Taxation – consolidated statement of financial position
The following are the major deferred tax assets and deferred tax liabilities recognised by the Group and movements thereon
during the current and prior ye
ar:
AssetsLiabilitiesNet
$NZ000's31 Dec 202431 Dec 202331 Dec 202431 Dec 202331 Dec 202431 Dec 2023
Property, plant
and equipment17,52915,646(4,037)(4,456)13,49211,190
Inventory7551--7551
Trade and
other receivables--(391)(394)(391)(394)
Provisions6,8836,3653481097,2316,474
Intangible assets76-(2,347)(3,244)(2,271)(3,244)
ROU assets and
le
ase liabilities209,367203,693(171,833)(170,275)37,53433,418
Other7,7076,692--7,7076,692
241,637232,447(178,260)(178,260)63,37754,187
Annual Report 202469
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
$NZ000's
Balance
31 Dec 2022
Recognised in
consolidated
statement of
comprehensive
income
Foreign currency
translation
Balance
31 Dec 2023
Property, plant and equipment7,0794,124(13)11,190
Inventory59(8)-51
Trade and other receivables(288)(106)-(394)
Provisions4,9011,561126,474
Intangible assets(2,264)(967)(13)(3,244)
Other3,6663,054(28)6,692
Lease liabilities202,856343494203,693
ROU assets(172,382)2,519(412)(170,275)
43,62710,5204054,187
$NZ000's
Balance
31 Dec 2023
Recognised in
consolidated
statement of
comprehensive
income
Foreign currency
translation
Balance
31 Dec 2024
Property, plant and equipment11,1902,588(286)13,492
Inventory5124-75
Trade and other receivables(394)14(11)(391)
Provisions6,4745871707,231
Intangible assets(3,244)1,175(202)(2,271)
Other6,6921328837,707
Lease liabilities203,693(5,408)11,082209,367
ROU assets(170,275)8,183(9,741)(171,833)
54,1877,2951,89563,377
18. PROVISIONS
$NZ000's
Employee
entitlements
Make
good provisionsTotal
Balance at 31 December 20232,3804,6637,043
Created during the period256600856
Used during the period(80)(45)(125)
Foreign exchange movements4876124
Balance at 31 December 20242,6045,2947,898
31 December 2024
Current1,871-1,871
Non-current7335,2946,027
Total2,6045,2947,898
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 le
ase term. The make good provision is classified as non-current.
70Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
19. DEFERRED INCOME
$NZ000's
Balance at
31 December 2023
1,745
Created during the period2,987
Realised during the period(3,738)
Foreign exchange movement88
Balance at
31 December 2024
1,082
31 December
2024
Current894
Non-current188
Total1,082
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 lif
e of the associated contracts.
20. 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 key management or entities related to them
Apart from directors’ fees and key management remuneration, there were no other related party transactions with key
management or any Directors or entities associated with them (Dec 2023: $0.04 million).
Key management and director compensation
Key management personnel comprises the Chief Executive Officer and his direct reports, including the Chief Financial
O
fficer, the four divisional Presidents, Chief Human Resources Officer, Chief Legal & Compliance Officer, and Chief
Development Officer.
$NZ000's31 Dec 202431 Dec 2023
Key management - total benefits5,7466,074
Key management - short term incentive benefit658-
Directors' fees510510
Key management – total benefits of $5.7 million (Dec 2023: $6.1 million) relate to salaries and short-term employee benefits
recognised during the year.
The short term incentive disclosed above of $0.7 million (Dec 2023: nil) was unpaid as at year end 31 December
2024 and is
included in other payables.
Total CEO remuneration
$NZ000'sSalary
Short
term incentive
Long
term incentiveTotal remuneration
31 December
2024838253-1,091
31 December
2023
843636-1,479
In addition to the amounts disclosed above for 2023, there was a one-time compensation benefit awarded to the former
CE
O, Russel Creedy, 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.
Annual Report 202471
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
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 f
or 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 CEO is 50% of base salary.
In 2024, no long term incentive scheme has been agreed (Dec 2023: nil).
21. COMMITMENTS
Capital commitments
The Group has capital commitments which are not provided for in these consolidated financial statements, as follows:
$NZ000's31 Dec 202431 Dec 2023
Store development10,13722,447
Point of sale system8185,569
10,95528,016
22. CONTINGENT LIABILITIES
In December 2023, Gordon Legal and Shine Lawyers filed two class actions in the Federal Court of Australia on behalf of
certain KF
C employees naming the franchisor, QSR Pty Limited (the Group’s Australian operating subsidiary) and 88 other
franchisees as respondents. The two class actions were subsequently combined into a single proceeding. It is expected that
mediation proceedings will commence in relation to the claim in 2025 with an initial trial process to follow in the event that
the parties fail to reach an agreement to resolve the matter during mediation. As at balance date, there was no material
impact to the consolidated financial statements, however the Group will continue to assess the claim and will update the
market in the event that the claim is expected to have a material impact on the Group.
23. SUBSEQUENT EVENTS
There were no subsequent events that would have a material effect on these consolidated financial statements.
24. FEES PAID TO AUDITOR
$NZ000's31 Dec 202431 Dec 2023
Audit and review of consolidated financial statements
Audit and review of consolidated financial statements - PwC1,2011,180
Other assurance services and other agreed-upon procedures engagements - performed
by PwC
Agreed specified procedures on landlord certificates76
Yum! Advertising co-operative report assurance services1412
Greenhouse gas emissions assurance services9389
Greenhouse gas emissions assurance readiness assessment-16
Total other assurance services and other agreed-upon procedures engagements114123
Other services - performed by PwC
Whistleblower services12-
Total other services12-
Total fees paid to auditor1,3271,303
Included in the 2024 audit fee costs are out of pocket expenses of $0.03 million (Dec 2023: $0.03 million) relating to visits to
overse
as divisions.
25. DONATIONS
$NZ000's31 Dec 202431 Dec 2023
Donations99116
72Restaurant Brands
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
The Group did not make any donations to political parties.
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 2024 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's31 Dec 202431 Dec 2023
Financial information in relation to:
(i) Statement of comprehensive income
Revenue309,930310,050
Earnings before interest and taxation2,4846,917
Finance expense(16,491)(16,223)
Loss before taxation(14,007)(9,306)
Taxation expense4,3652,083
Loss after taxation(9,642)(7,223)
Items that may be reclassified subsequently to the statement of comprehensive income:
Exchange differences on translating foreign operations2,537366
Other comprehensive income2,537366
Total comprehensive loss(7,105)(6,857)
(ii) Summary of movements in retained earnings
Retained earnings at the beginning of the year102,619109,476
Total comprehensive loss(7,105)(6,857)
Retained earnings at the end of the year95,514102,619
$NZ000's31 Dec 202431 Dec 2023
(iii) Statement of financial position
Non-current assets
Property, plant and equipment89,84594,703
Right of use assets147,332152,064
Intangible assets122,933120,780
Deferred tax assets19,59014,234
Investment in subsidiaries239,353239,353
Total non-current assets619,053621,134
Current assets
Inventories2,0511,877
Trade and other receivables5,4537,610
Income tax receivable9082,223
Cash and cash equivalents4,7906,626
Total current assets13,20218,336
Annual Report 202473
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
f
or the year ended 31 December 2024
$NZ000's31 Dec 202431 Dec 2023
Total assets632,255639,470
Equity attributable to shareholders
Share capital154,565154,565
Reserves81(2,456)
Retained earnings(59,132)(49,490)
Total equity attributable to shareholders95,514102,619
Non-current liabilities
Provisions3,2403,054
Lease liabilities167,925168,679
Loans94,28095,546
Total non-current liabilities265,445267,279
Current liabilities
Trade and other payables23,90125,265
Provisions1,5411,377
Lease liabilities11,06510,835
Amounts payable to subsidiaries234,789232,095
Total current liabilities271,296269,572
Total liabilities536,741536,851
Total equity and liabilities632,255639,470
74Restaurant Brands
INDEPENDENT AUDITOR’S REPORT
T
o the shareholders of Restaurant Brands New Zealand Limited
OUR OPINION
In our opinion, the accompanying consolidated financial statements (the financial statements) of Restaurant Brands New
Z
ealand Limited (the Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 31 December 2024, 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 financial statements comprise:
•the consolidated statement of financial position as at 31 December 2024;
•the consolidated statement of comprehensive income for the year then ended;
•the consolidated statement of changes in equity for the year then ended;
•the consolidated statement of cash flows for the year then ended; and
•the notes to the financial statements, comprising material accounting policy information and other
e
xplanatory information.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and
International S
tandards 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
A
uditing 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.
In our capacity as auditor and assurance practitioner, our firm provides other assurance services and agreed-upon
procedures. Our firm also provides another service relating to the provision of a whistleblower line
. The firm has no other
relationship with, or interests in, the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current ye
ar. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Annual Report 202475
INDEPENDENT AUDITOR’S REPORT
(CONTINUED)
To the shareholders of Restaurant Brands New Zealand Limited
Description of the key audit matter
Goodwill impairment assessment - KFC and Taco
B
ell California
Goodwill recognised in relation to the KFC and Taco
B
ell California cash-generating unit (CGU) amounted to
$34.0 million as at 31 December 2024 (2023: $30.0 million).
During the year, this CGU incurred a net loss after tax
of $24.7 million (refer to note 1 of the consolidated
financial statements).
Our audit focused on this CGU as its financial performance
has continued to be adversely impacted by cost pressures
combined with the inherent judgement involved in
estimating future business performance.
Management performed an annual impairment assessment
to determine the recoverable amount using a discounted
c
ash flow model under a Fair Value Less Cost of Disposal
(FVLCOD) approach. This was based on the 4-year financial
plan approved by the Board of Directors. The output was
compared to the carrying amount of the associated net
assets, including goodwill held by the KFC and Taco Bell
California CGU.
The recoverable amount (based on the FVLCOD model)
was higher than the c
arrying value and as a result,
no impairment expense was recognised. However,
management identified a certain scenario where a
reasonably possible change in the store EBITDA margin
would result in the carrying amount being equal to its
recoverable amount.
Refer to note 16 of the consolidated financial statements.
How our audit addressed the key audit matter
Our procedures in relation to management’s assessment of
goodwill impairment f
or the KFC and Taco Bell California
CGU, included the following:
•updating our understanding of the business
process applied by management in performing the
impairment test;
•reviewing prior year actual store sales and profitability
against the original budgeted performance to assess
management’s ability to accurately forecast;
•agreeing forecast future performance included in the
FVL
COD impairment assessment to the 4-year financial
plan approved by the Board of Directors;
•challenging key estimates and assumptions used in
the FVLCOD model in relation to: store sales growth,
store EBITDA margin, terminal growth rate and discount
rate and assessing whether these are reasonable with
reference to management initiatives and strategies,
recent monthly financial performance and the risks for
the CGU;
•evaluating whether corporate costs had been allocated
appropriately and included in the cash flows for the CGU;
•engaging our auditor’s valuation expert to assess
the reasonableness 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 calculations and mathematical accuracy of
the FVLCOD model, including the inputs and compared
the recoverable amount to the carrying value of the
CGU’s assets;
•evaluating management’s sensitivity analysis to
ascertain the impact of reasonably possible changes in
key assumptions;
•performing sensitivity analysis and stress testing based
on changes in certain assumptions to evaluate whether
there was an impairment; and
•assessing the adequacy of disclosures in the
consolidated financial statements.
76Restaurant Brands
INDEPENDENT AUDITOR’S REPORT
(CONTINUED)
To the shareholders of Restaurant Brands New Zealand Limited
Description of the key audit matter
Impairment assessment of store property, plant and
equipment, intangible a
ssets and right of use assets
For the year ended
31 December 2024, the Group
recognised impairment of $7.8 million (2023: $9.0 million)
in relation to CGUs in the New Zealand, 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
stores with impairment indic
ators. This included those
that have experienced continued losses. For these stores,
management 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 were recoverable.
Key assumptions used in management’s discounted cash
flow model are store sales growth, store EBITDA margin,
store EBITDA margin terminal year, terminal growth rate
and discount rate.
This is a key focus of our audit due to the value of property,
plant and equipment, intangible assets and right of use
assets held b
y the Group.
Refer to notes 14 and 16 of the consolidated
financial statements.
How our audit addressed the key audit matter
Our audit procedures included:
•considering whether the group of assets identified by
management as a CGU is appropriate and rec
alculating
the carrying value of each CGU;
•updating our understanding of the process applied by
management in identifying stores with potential for
impairment and the resulting impairment assessments;
•in addition to stores identified by management, we
developed independent risk assessment criteria to
identify stores with a greater risk of impairment such as
larger asset carrying value stores experiencing sustained
losses and compared to those identified by management
for impairment testing;
•for a sample of stores identified above, we tested
the mathematic
al accuracy of the VIU and/or FVLCOD
impairment models prepared by management and
challenged key assumptions used: store sales growth,
store EBITDA margin and store EBITDA margin terminal
year, by assessing whether management’s assumptions
were reasonable against historical performance and
whether they take account of ongoing uncertainty from
economic challenges. 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;
•engaging our own auditor’s valuation expert to assess
the reasonableness of the terminal growth rates and
discount rates;
•evaluating the feasibility of management’s plans to
improve store profitability;
•evaluating management’s sensitivity analysis to
ascertain the impact of reasonably possible changes in
key assumptions on the recoverable amount; and
•assessing the adequacy of disclosures in the
consolidated financial statements.
Annual Report 202477
INDEPENDENT AUDITOR’S REPORT
(CONTINUED)
To the shareholders of Restaurant Brands New Zealand Limited
Description of the key audit matter
Revenue recognition
The Group’s revenue totalled $1.5 billion (2023: $1.4 billion)
f
or the year ended 31 December 2024. 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 of transactions and significance of
re
venue recognised across four regions, this required
significant auditor attention and was considered to be a key
audit matter.
How our audit addressed the key audit matter
Our audit approach to test revenue is a combination
of controls and substantive testing and included the
f
ollowing procedures:
•updating our understanding of the systems, processes
and controls in place underpinning the accounting and
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, b
y 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
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;
•performing analytics on franchise fees and royalties to
verify completeness of other revenue transactions;
•testing bank and bank clearing account reconciliations
at year end by agreeing material reconciling items to
supporting documents; and
•assessing the adequacy of disclosures in the
consolidated financial statements.
78Restaurant Brands
INDEPENDENT AUDITOR’S REPORT
(CONTINUED)
To the shareholders of Restaurant Brands New Zealand Limited
OUR AUDIT APPROACH
Overview
Overall group materiality: $7.4 million, which represents approximately 0.5%
of total re
venue.
We chose total 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 Ne
w 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 financial
statements. In particular, we considered where management made subjective judgements; f
or example, in respect of
significant accounting estimates that involved making assumptions and considering future events that are inherently
uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among
other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due
to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance
about whether the financial statements are free from material misstatement. Misstatements ma
y arise due to fraud or
error. They 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 the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall
Group materiality f
or the financial statements as a whole as set out above. These, together with qualitative considerations,
helped us to determine the scope of our audit, the nature, timing and extent of our audit procedures, and to evaluate the
effect of misstatements, both individually and in the aggregate, on the financial statements as a whole.
Annual Report 202479
INDEPENDENT AUDITOR’S REPORT
(CONTINUED)
To the shareholders of Restaurant Brands New Zealand Limited
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial
statements as a whole
, taking into account the structure of the Group, the accounting processes and controls, and the
industry in which the Group operates.
We performed full scope audits for all of the Group’s principal business units in New Zealand, Australia, Hawaii
and California.
The materiality levels applied in the full scope audits of the principal business units were calculated by reference to a portion
of Group materiality appropriate to the relative sc
ale of the business concerned.
OTHER INFORMATION
The Directors are responsible for the other information. The other information comprises the information included in the
A
nnual Report, but does not include the financial statements and our auditor’s report thereon. The other information we
obtained prior to the date of this auditor’s report comprised the Historical Summary, Group Pro Forma Profit Statement,
Non-GAAP Financial Measures and the Directors’ Report. The remaining other information comprising the Annual Report is
expected to be made available to us after that date.
Our opinion on the financial statements does not cover the other information and we do not and will not express any form of
audit opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other inf
ormation is materially inconsistent with the financial statements or our knowledge obtained in
the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report,
we conclude that there is a material misstatement of this other inf
ormation, we are required to report that fact. We have
nothing to report in this regard.
When we read the other information not yet received, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to the Directors and use our professional judgement to determine the appropriate
action to take.
RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial
statements in accordance with NZ IFRS and IFRS A
ccounting Standards, and for such internal control as the Directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going
concern, disclosing, as applic
able, 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.
80Restaurant Brands
INDEPENDENT AUDITOR’S REPORT
(CONTINUED)
To the shareholders of Restaurant Brands New Zealand Limited
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. R
easonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External Reporting
B
oard’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
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 f
or 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:
PricewaterhouseCoopers
27 February 2025
Auckland
Annual Report 202481
Other information
ContentsPage
Shareholder information83
Statutory information85
Statement of corporate governance88
Corporate directory and financial calendar97
82Restaurant Brands
SHAREHOLDER INFORMATION
as at 28 F
ebruary 2025
1. STOCK EXCHANGE LISTINGS
The Company’s ordinary shares are dual listed on the main board equity securities markets operated by the NZX and ASX.
2. DISTRIBUTION OF SECURITY HOLDERS AND SECURITY HOLDINGS
Size of holdingNumber of security holdersNumber of securities
1 to 4992,24445.68%444,7620.36%
500 to 99975615.39%515,0630.41%
1,000 to1,99989618.24%1,173,9900.94%
2,000 to 4,99961812.58%1,840,6261.48%
5,000 to 9,9992074.21%1,341,6451.08%
10,000 to 49,9991633.32%3,069,2172.46%
50,000 to 99,999130.26%757,1200.61%
100,000 to 499,99960.12%1,235,5010.99%
500,000 to 999,99930.06%2,337,4981.87%
1,000,000 and over70.14%112,043,10189.80%
4,913100.00%124,758,523100.00%
Geographic distribution
New Zealand4,63494.32%118,500,49794.99%
Australia2044.15%6,105,3974.89%
Rest of world751.53%152,6290.12%
4,913100.00%124,758,523100.00%
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
100,360,29580.45%
JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct - NZCSD <CHAM24>3,273,0692.62%
Citibank Nominees (New Zealand) Limited - NZCSD <CNOM90>3,079,2572.47%
Custodial Services Limited <A/C 4>2,140,3221.72%
New Zealand Depository Nominee Limited <A/C 1 cash account>1,072,8530.86%
Forsyth Barr Custodians Limited <1-CUSTODY>1,066,1210.85%
HSBC Custody Nominees (Australia) Limited1,051,1840.84%
JP Morgan Nominees Australia Limited873,0810.70%
Accident Compensation Corporation - NZCSD <ACCI40>871,0600.70%
BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>593,3570.48%
BNP Paribas Nominees (NZ) Limited - NZCSD426,2820.34%
FNZ Custodians Limited280,0890.22%
JA Hong Koo & Pyung Keum Koo160,0000.13%
Guobang Liiu145,2240.12%
BNP Paribas Nominees (NZ) Limited - NZCSD119,1830.10%
NZX WT Nominees Limited <NRWT cash account DTA>104,7230.08%
Adminis Custodial Nominees Limited78,4340.06%
Forsyth Barr Custodians Limited <account 1E>68,6090.05%
Te Iwi Carving Limited63,0000.05%
Stephen Mark Merlicek & Karen Joy Merlicek <Marle super fund A/C>62,0020.05%
115,888,14592.89%
1Included in HSBC Nominees (New Zealand) Limited is 93,591,419 shares owned by Finaccess Restauración, S.L.
Annual Report 202483
SHAREHOLDER INFORMATION
(CONTINUED)
as at 28 February 2025
4. SUBSTANTIAL PRODUCT HOLDERS
The following person had given notices as at
31 December 2024, in accordance with subpart 5 of part 5 of the New Zealand
Financial Markets 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.27 March
2019
93,591,41975.02%
5. SHARES ON ISSUE
As at
31 December 2024, the total number of ordinary shares of the Company was 124,758,523.
6. DIRECTORS’ SECURITY HOLDINGS
As at
31 December 2024, Stephen Ward has an interest in 30,000 fully paid ordinary shares in RBD.
As at 31 December
2024, 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 2024.
84Restaurant Brands
STATUTORY INFORMATION
f
or the year ended 31 December 2024
1. DIRECTORSHIPS
The names of the Directors of the Company as at 31 December 2024 are set out on pages 30-32
of this Annual Report.
Arif Khan is a Director of all subsidiary companies.
Julio Valdés is a Director of Restaurant Brands Limited, RBN Holdings Limited, Restaurant Brands Nominees Limited,
RBDNZ Holdings Limited, R
estaurant Brands Properties Limited, RB Holdings Limited, RBP Holdings Limited, Restaurant
Brands Pizza Limited, Restaurant Brands Australia Pty Limited, Restaurant Brands Australia Holdings Pty Limited,
QSR Pty Limited, RBD US Holdings Limited, Pacific Islands Restaurants Inc., TD Food Group Inc., and RBD California
Restaurants Limited.
Ashley Jones is a Director of Restaurant Brands Australia Pty Limited, Restaurant Brands Australia Holdings Pty Limited and
QSR P
ty Limited.
Kevin Kurihara is a Director of RBD US Holdings Limited, Pacific Islands Restaurants Inc. and TD Food Group Inc.
2. DIRECTORS AND REMUNERATION
$NZ000's31 Dec 2024
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
2024:
(a) Share dealings of Directors
There were no share dealings by Directors during the year ended 31 December 2024.
(b) Loans to Directors
There were no loans to Directors during the year ended
31 December 2024.
Annual Report 202485
STATUTORY INFORMATION
(CONTINUED)
for the year ended 31 December 2024
(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 f
ollows:
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.
DirectorGrupo Finaccess, S.A.P.I. de C.V.
DirectorGlobal Beverage Team - ceased 1 March 2024
DirectorAmRest Holdings SE
H M LimHonorary AdviserAsia New Zealand Foundation
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
ChairmanXoria Limited
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 ma
y 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 A
ct 1993.
86Restaurant Brands
STATUTORY INFORMATION
(CONTINUED)
for the year ended 31 December 2024
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 2024Dec 2023
$100,000-$109,9996040
$110,000-$119,9992729
$120,000-$129,9992424
$130,000-$139,9992211
$140,000-$149,99999
$150,000-$159,9991110
$160,000-$169,999612
$170,000-$179,99986
$180,000-$189,99993
$190,000-$199,99945
$200,000-$209,99933
$210,000-$219,99931
$220,000-$229,999-4
$230,000-$239,99963
$240,000-$249,99935
$250,000-$259,99964
$260,000-$269,99931
$270,000-$279,9992-
$280,000-$289,999-2
$290,000-$299,99911
$300,000-$309,9991-
$310,000-$319,99911
$320,000-$329,9991-
$330,000-$339,9992-
$340,000-$349,999-1
$360,000-$369,9991-
$380,000-$389,999
-1
$390,000-$399,999-1
$400,000-$409,9991-
$410,000-$419,9991-
$420,000-$429,99911
$530,000-$539,999-1
$550,000-$559,9991-
$620,000-$629,9991-
$670,000-$679,999-1
$770,000-$779,9991-
$790,000-$799,999-1
$820,000-$829,9991-
$860,000-$869,999-1
$1,600,000-$1,609,999-1
220183
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. T
he remuneration and other benefits of such employees, received as employees,
are included in the relevant bandings for remuneration disclosure under note 4 above.
Annual Report 202487
STATEMENT OF CORPORATE GOVERNANCE
f
or the year ended 31 December 2024
OVERVIEW
Restaurant Brands New Zealand Limited (the Company) is listed on the NZX Main Board and as a Foreign Exempt Listing on
the A
SX (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 31 January 2025 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
2024, 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 89.
PRINCIPLE 1 – ETHICAL STANDARDS
“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 the
y 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 operating division) is empowered to adopt specific policies and/or procedures that complement, enhance or supplement
the general standards set out in the RBD E
thical Conduct Policy if appropriate for that 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. W
here 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 f
or 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 CEO, CFO and direct reports to the CEO and 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.
88Restaurant Brands
STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)
for the year ended 31 December 2024
PRINCIPLE 2 – BOARD COMPOSITION AND 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
e
xpenditures, 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 Chief
Executive O
fficer (CEO) who is required to do so in accordance with board direction. The 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
re
viewed 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 2024, the board comprised
se
ven non-executive directors (including the Chairman).
Profiles of the current directors, together with a summary of skill sets are included in the “Board of Directors” section of this
Annual Report and on the Company’s website.
As at 31 December
2024, 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, positions, associations or relationships that could reasonably influence, or could
reasonably be perceived to influence, in a material way, their capacity to bring an independent view to decisions in relation
to, act in the best interests of or represent the interests of shareholders of the Company. While Emilio Fullaondo is also
an independent director of AmRest Holdings SE (an entity that is indirectly majority owned by Grupo Finaccess S.A.P.I de
C.V.), the board does not consider this appointment to constitute an “association” between Emilio and a substantial product
holder of the Company for the purposes of the Corporate Governance Code and is satisfied that holding this position does
not influence Emilio’s capacity to bring an independent view, act in the best interests of the Company or represent the
interests of the Company’s shareholders generally. 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 G
overnance Code during 2024 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 and Risk, Health,
Safety and Sustainability, and Remuneration and Nominations Committees) are independent directors.
The roles of Chairman and 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.
Annual Report 202489
STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)
for the year ended 31 December 2024
Shareholding
There is no prescribed minimum shareholding for directors but some directors do (directly or indirectly) have interests in
RBD shares - ref
er 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
R
emuneration and Nominations Committee and includes guidelines relating to board composition, considerations for new
director appointments and the process by which potential directors are nominated and assessed.
Written agreement
The Director Nomination and Appointment Procedure requires the terms of appointment for all new directors to be set
out in a f
ormal 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 P
olicy 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 2024, the gender balance of the Company’s directors, officers and all employees is as follows:
DirectorsOfficers
1
Employees
Dec 2024Dec 2023Dec 2024Dec 2023Dec 2024Dec 2023
Female229%229%222%333%6,14449%5,88448%
Male571%571%778%667%6,22950%6,34851%
Not specified1771%1211%
Total7100%7100%9100%9100%12,550100%12,353100%
1“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.
During 2024 the Group completed a restructure which resulted in changes to some reporting lines. As of 31 December
2024 Officers comprises the CEO, who reports directly to the board, and the CEO's direct reports - Chief Financial
O
fficer, Chief Human Resources Officer, Chief Legal & Compliance Officer, Chief Development Officer and four Operating
Division Presidents.
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. During 2024, the board
implemented a set of measurable goals for the 2025 reporting period and progress against these goals will be reported
at the end of that reporting period. The board considers that the performance of the Company during the period ended
31 December 2024 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 perf
ormance. The board utilised an external facilitator to carry out a performance review of its directors, the board
and its Committees during 2024.
90Restaurant Brands
STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)
for the year ended 31 December 2024
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 ef
fectively 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 2024 financial
ye
ar, no director sought their own independent professional advice.
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 A
nnual 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 e
ach 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 CEO and CFO are regularly invited to attend board meetings and participate in board discussions. Directors also meet
with other senior e
xecutives on items of particular interest.
Board and committee meeting attendance for the period ended 31 December
2024 was as follows:
Name
Board
meetings
held
Board
meetings
attended
Audit & Risk
Committee
meetings held
Audit & Risk
Committee
meetings
attended
Health, Safety &
Sustainability
Committee
meetings held
Health, Safety &
Sustainability
Committee
meetings
attended
Remuneration
& Nominations
Committee
meetings held
Remuneration
& Nominations
Committee
meetings
attended
José Parés9944n/an/an/an/a
Carlos Fernández99n/an/an/an/an/an/a
Emilio Fullaondo99444444
Luis Miguel Álvarez99n/an/an/an/a44
Stephen Ward99444444
Huei Min (Lyn) Lim99444444
Malena Pato-Castel99n/an/an/an/an/an/a
PRINCIPLE 3 – BOARD COMMITTEES
“The Board should use committees where this will enhance its effectiveness in key areas, while still retaining
board responsibility.”
From amongst its own members, the board has appointed the following permanent committees:
Audit and Risk Committee
As at
31 December 2024, 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.
Annual Report 202491
STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)
for the year ended 31 December 2024
The Audit and Risk Committee meets two to four times a year. External auditors of the Company, senior management and
e
xecutives 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. T
he 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 2024, 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 CEO
and those reporting directly to the 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 schemes as required and
recommends remuneration packages for directors to the shareholders.
The Remuneration and Nominations Committee has adopted a written charter which is available on the Company’s website.
Health, Safety and Sustainability Committee
As at
31 December 2024, the members of the Health, Safety and 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 and 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 and Sustainability Committee to assist the board in fulfilling
R
estaurant 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 and Risk Committee with collecting, reviewing and verifying the data that goes into
the Company’s climate-related disclosures and Environmental, Social and Governance Report, and has oversight of the
Company’s associated performance and annual targets.
The Health, Safety and 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 procedures and protocols to be followed if there is a ’control transaction offer’ for the
Company. T
hese procedures and protocols provide for the formation of a committee of independent directors to consider
and manage a control transaction offer.
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 communic
ation 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
92Restaurant Brands
STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)
for the year ended 31 December 2024
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 identific
ation, 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
P
olicy, 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 vie
w 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 e
xternal 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 for 2024 is set out earlier in this Annual Report. The
Company has elected to set out its climate
-related disclosures separately to this annual report and these will be made
available on the Company's website when published.
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
S
enior 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.
A
t 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 pa
yments have been made to any director.
Annual Report 202493
STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)
for the year ended 31 December 2024
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 ma
y 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 A
ct 1993.
Executive remuneration
During the reporting period, the CEO and other senior executive remuneration comprised of a fixed base salary and a
discretionary annual variable short term c
ash incentive (STI). The STI is an at-risk cash payment made at the discretion
of the board and is designed to motivate and reward for financial and safety performance during the financial year. The
target value of an individual’s STI payment is based on a specified percentage of that participant’s annual base salary
(ranging from 10% to 40% depending on role), with the ultimate payout being scaled from 0% to 125% of the target
value based on the degree of achievement of key performance indicators (KPIs). The board (with assistance from the
Remuneration and Nominations Committee) approves the KPIs for senior executives and the STI payments to be made to
senior executives at the end of the financial year. The KPIs for all employees who participate in the STI scheme are based
on a combination of Company or operating division financial performance (i.e. NPAT or EBITDA target achievement) and
non-financial performance (i.e. people and health & safety target achievement). The weightings applied to the financial and
non-financial KPIs were consistent throughout the Company for roles participating in the STI scheme.
Details of the CEO remuneration arrangements (including the amounts paid in the 2023 financial period) are set out in Note
20
to the 31 December 2024 financial statements in this Annual Report. In addition, in September 2022 the previous CEO
was awarded a one-time compensation benefit due to his retirement in March 2023 and the amount recognised in 2023 was
$0.6 million.
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 b
y the business. While the board is ultimately responsible for the effectiveness of the Company’s Risk Management
Framework, the Audit and Risk Committee administers the Risk Management Framework and:
•receives and reviews regular risk reporting from management;
•provides recommendations to the board in relation to:
–key/material risk identification and appetite levels;
–whether the Company’s processes for managing risks are sufficient; and
–incidents involving serious fraud or other material break-down/failing of the Company’s internal controls;
•periodically reviews:
–key/material risks that have been identified and the controls in place to manage them; and
–the Company’s business activities to identify likely sources of new risks; and
•confirms the robustness of the Risk Management Framework to the board.
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
are
as as:
•Internal Audit – regular checks are conducted by operations and financial staff on all aspects of store operations.
94Restaurant Brands
STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)
for the year ended 31 December 2024
•Treasury Management – exposure to interest rate and foreign exchange risks is managed in accordance with the
Company’s tre
asury 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 where such cover is of
fered by reputable insurers. Policies are
reviewed and renewed annually with reputable insurers.
Health, safety and wellbeing
The Company’s Health, Safety and Sustainability Committee is responsible for reviewing and making recommendations to
the board in respect of the Company’s he
alth, 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 re
viewed 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.
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 A
udit 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 ye
ars;
•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 b
y the external auditor and approving or declining their use in light of the requirement for external
auditor independence;
Annual Report 202495
STATEMENT OF CORPORATE GOVERNANCE
(CONTINUED)
for the year ended 31 December 2024
–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 prof
essional 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. T
he 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 overseeing the integrity and effectiveness of the Company’s internal audit
function. T
he Company has an internal audit and risk team that conducts assurance and compliance reviews across its
operations, as part of an annual work program agreed upon with the Audit and Risk Committee.
PRINCIPLE 8 – SHAREHOLDER RIGHTS AND 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
ye
ar and posted on the Company’s website, together with profiles of directors and key members of management and
key governance documents. 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
communic
ations 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 af
fecting 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 c
arried out by way of a poll on the basis of one share, one vote.
96Restaurant Brands
CORPORATE DIRECTORY
Directors
José Parés (Chairman)
Emilio Fullaondo
Carlos Fernández
Luis Miguel Álvarez
Stephen Ward
Huei Min (Lyn) Lim
Maria Elena (Malena) Pato-Castel
Registered office
Level 3
Building 7
Central Park
666 Great South Road
Penrose Auckland 1051
New Zealand
Share registrar
New Zealand
Computershare Investor
S
ervices 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
S
ervices Limited
Yarra Falls
452 Johnston Street
Abbotsford, VIC 3067
GPO Box 3329
Melbourne, VIC 3001
Australia T: 1 800 501 366
(within A
ustralia)
T: 61 3 9415 4083
F: 61 3 9473 2500
E:
enquiry@computershare.co.nz
Auditors
PricewaterhouseCoopers
Solicitors
Bell Gully
Harmos Horton Lusk
Meredith Connell
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
Telephone: 64 9 525 8700
Fax: 64 9 525 8711
Email: investor@rbd.co.nz
FINANCIAL CALENDAR
Annual meeting
23 May
2025
Financial year end
31 December
2025
Annual profit announcement
February 2026
Annual Report 202497
RESTAURANTBRANDS.CO.NZ
---
NZX/ASX
31 March 2025
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
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