ThZeal - The Zeal

qsr-20210602

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2021

RESTAURANT BRANDS INTERNATIONAL INC.

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Canada

001-36786

98-1202754

Ontario

001-36787

98-1206431

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation)

File Number)

Identification No.)


130 King Street West, Suite 300		M5X 1E1
Toronto,	Ontario
(Address of Principal Executive Offices)		(Zip Code)

(905) 339-6011

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common Shares, without par value

QSR

New York Stock Exchange

Toronto Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Class B exchangeable limited partnership units

QSP

Toronto Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD.

Restaurant Brands International Inc. (the Company) intends to share the following information, or portions thereof, with investors.

As disclosed in Note 2 to the Company’s Form 10-Q filed on April 30, 2021 for period ended March 31, 2021, certain prior year amounts in the statement of operations and accompanying segment results have been reclassified in order to be comparable with the current year classifications. These consist of the reclassification of advertising fund contributions from Franchise and property revenues to Advertising revenues and advertising fund expenses from Selling, general and administrative expenses to Advertising expenses, with General and administrative expenses now presented separately. Depreciation and amortization expenses related to the advertising funds have also been reclassified from Franchise and property expenses to Advertising expenses. These reclassifications did not arise as a result of any changes to accounting policies and relate entirely to presentation with no effect on previously reported net income. The following information reflects these reclassifications in the results of operations for each quarter of 2020 and for the full year 2020.

Results of Operations for each quarter of 2020 and full year 2020

Tabular amounts in millions of U.S. dollars unless noted otherwise. Segment income may not calculate exactly due to rounding.


Consolidated	Three months ended								Year ended
	Mar. 31		June 30		Sep. 30		Dec. 31		Dec. 31
Revenues:
Sales	$	503	$	406	$	541	$	563	$	2,013
Franchise and property revenues	525		450		577		569		2,121
Advertising revenues	197		192		219		226		834
Total revenues	1,225		1,048		1,337		1,358		4,968
Operating costs and expenses:
Cost of sales	399		339		418		454		1,610
Franchise and property expenses	123		132		125		135		515
Advertising expenses	226		203		209		232		870
General and administrative expenses	102		94		96		115		407
(Income) loss from equity method investments	2		16		18		3		39
Other operating expenses (income), net	(16)		21		54		46		105
Total operating costs and expenses	836		805		920		985		3,546
Income from operations	389		243		417		373		1,422
Interest expense, net	119		128		129		132		508
Loss on early extinguishment of debt	—		—		—		98		98
Income before income taxes	270		115		288		143		816
Income tax expense	46		(49)		65		4		66
Net income	$	224	$	164	$	223	$	139	$	750


TH Segment	Three months ended								Year ended
	Mar. 31		June 30		Sep. 30		Dec. 31		Dec. 31
Revenues:
Sales	$	465	$	374	$	506	$	531	$	1,876
Franchise and property revenues	188		154		205		198		745
Advertising revenues	46		39		51		53		189
Total revenues	699		567		762		782		2,810
Cost of sales	366		307		388		423		1,484
Franchise and property expenses	81		81		80		86		328
Advertising expenses	65		43		46		50		204
Segment G&A	25		20		20		28		93
Segment depreciation and amortization (a)	26		28		28		31		113
Segment income (b)	189		147		258		229		823

(a)Segment depreciation and amortization consists of depreciation and amortization included in cost of sales, franchise and property expenses and advertising expenses.

(b)TH segment income includes $2 million, $2 million, $2 million and $3 million of cash distributions received from equity method investments for the three months ended March 31, June 30, September 30 and December 31, 2020, respectively, and $9 million for the full year 2020.


BK Segment	Three months ended								Year ended
	Mar. 31		June 30		Sep. 30		Dec. 31		Dec. 31
Revenues:
Sales	$	17	$	15	$	17	$	15	$	64
Franchise and property revenues	273		233		305		302		1,113
Advertising revenues	98		99		111		117		425
Total revenues	388		347		433		434		1,602
Cost of sales	17		16		16		16		65
Franchise and property expenses	39		48		42		47		176
Advertising expenses	108		105		105		124		442
Segment G&A	37		30		37		42		146
Segment depreciation and amortization (a)	12		12		13		12		49
Segment income	200		160		245		218		823


PLK Segment	Three months ended								Year ended
	Mar. 31		June 30		Sep. 30		Dec. 31		Dec. 31
Revenues:
Sales	$	21	$	17	$	18	$	17	$	73
Franchise and property revenues	64		63		67		69		263
Advertising revenues	53		54		57		56		220
Total revenues	138		134		142		142		556
Cost of sales	16		16		14		15		61
Franchise and property expenses	3		3		3		2		11
Advertising expenses	53		55		58		58		224
Segment G&A	13		10		12		14		49
Segment depreciation and amortization (a)	2		2		2		2		8
Segment income	55		51		58		54		218

General and Administrative Expenses

Our general and administrative expenses consisted of the following:


	Three months ended								Year ended
	Mar. 31		June 30		Sep. 30		Dec. 31		Dec. 31
Segment G&A:
TH	$	25	$	20	$	20	$	28	$	93
BK	37		30		37		42		146
PLK	13		10		12		14		49
Share-based compensation and non-cash incentive compensation expense	21		23		19		21		84
Depreciation and amortization	5		4		5		5		19
Corporate restructuring and tax advisory fees	1		7		3		5		16
General and administrative expenses	$	102	$	94	$	96	$	115	$	407

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	RESTAURANT BRANDS INTERNATIONAL INC. RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP, by its general partner RESTAURANT BRANDS INTERNATIONAL INC.

Date: June 2, 2021	/s/ Jill Granat
	Name:	Jill Granat
	Title:	General Counsel and Corporate Secretary