RESTAURANT BRANDS, INC. – (QSR) – THREE WELL KNOWN BRANDS, THE LAWYERS GO TO WORK!

WE PRESENT BOTH THE BULL AND THE BEAR CASES

BACKGROUND

Restaurant Brands, Inc. (QSR) – is a relatively “pure” franchising companies, owning three well known brands, Burger King, Tim Horton’s, and recently purchased Popeye’s Louisiana Kitchen. The largest cash flow generator (55% of total EBITDA) in the last twelve months has been Tim Horton’s, a 75 year old Canadian based brand named after the legendary hockey player. Burger King generated the balance, since Popeye’s was acquired at the very end of Q1’17. As of 3/31/17 there were 4,644 systemwide TH units (up 4.6% YTY), 15,768 BK locations (up 5.1% YTY) and 2,743 PLK stores (up 5.8% YTY). All three chains are virtually 100% franchised.

We published a rather full description of QSR at www.rogerlipton.com in April, which we suggest you peruse, though we did not update the writeup to reflect Q1’17 results.  We deal here with the implications of the recently filed Tim Horton’s franchisee class action lawsuit, as it may affect future growth in earnings, cash flow, and the valuation of QSR. This is especially so since TH generates 55% of trailing twelve month EBITDA for the Company as a whole.  Suffice to say, regarding Q1’17, that results were “in line”, sales trends were sluggish again, just as in Q4’16 (and reflecting industry wide trends), unit growth was steady, the company was enthusiastic about growing the Popeye’s footprint on a worldwide basis, and improving the operating margins at PLK as they had done at BK and TH. An accelerated pace of pace of expansion at PLK is also expected to improve the overall net unit growth for QSR. However, “Business as usual”, as described during Q`17 may become a footnote, as further details and eventual “disposition” of the TH franchisee litigation takes place.

Over the last two years, the Company has gained credibility not only by the strong operating results, largely driven by improved operating margins at TH, but from Berkshire Hathaway’s purchase of $3 billion of a 9% Preferred stock (with warrants attached to buy about 3.5% of QSR for $.01/share) which helped finance the Tim Horton’s acquisition. Other major shareholders are 3G Capital, the Brazilian private equity firm that purchased Burger King in 2010, which still controls 42.5% of the shareholder vote through “Partnership Exchangeable Units” as well as Berkshire’s 12.9% voting rights, and William Ackman’s Pershing Square Funds with 43M shares representing 18.3% of the common shares and 8.4% of the vote. Ackman’s interest derives mostly from the public vehicle he helped create that purchased Burger King from 3G Capital, as well as 1 million open market shares purchased in early 2016.

Based on the operating record of 3G and then QSR, the investment attractiveness of “asset light” free cash flow generating franchise companies, and perhaps the “affiliation” with Warren Buffet, QSR has attained an enviable valuation. There are currently nineteen sell side restaurant analysts that cover the stock, according to Bloomberg. Eleven currently rank QSR a BUY, eight say HOLD, none say SELL. Target prices for the analysts that say buy range from $60 to $70/share.

THE DEBATE BEGINS!

THE BULL CASE

On June 14, 2017, Oppenheimer & Co, Inc.’s restaurant analyst upgraded QSR to “Outperform”, with a $70.00 price target. The key points cited were:

• EPS upside from consensus ’18 estimates ($2.70 vs. $2.42 consensus) largely based on redemption of the Berkshire 9% Preferred. No operational improvement is assumed.
• Accelerated growth, and improved margins at Popeye’s, maintaining and perhaps improving the overall growth in earnings and cash flow for QSR.
• Possibility of same store sales improvement at all three brands, vs. current industry malaise.
• Free Cash Flow Yield of 5.5% based on ’18 estimates, vs. peers at 4.5%.
• P/E multiple of 21x based on new above consensus $2.72. The price target of $70. Is based on a 4.5% FCF yield and 26x P/E, modestly higher than peers, slightly lower than QSR’s history.

In summary, this latest upgrade reflects the assumption that the historical success of management in improving margins at Burger King, and most recently Tim Horton’s will continue, and be augmented by similar success at Popeye’s.

THE BEAR CASE

One June 2, Grant’s Interest Rate Observer, provided a “bearish analysis” (their term) on QSR common stock. The quotes are as stated by Grant. We have not confirmed every number, but have spot checked to confirm that they are at least generally correct. The key points cited were:

• After paying top dollar for BK, TH, and PLKI, QSR is highly leveraged with debts of $12 Billion, representing 6.1 times trailing pro forma EBITDA.
• TH (representing 55% of QSR’s total EBITDA) generates revenues from franchisees in the form of royalties (3-5% of sales), rents (as high as 10% of store sales), and, most concerning at this juncture, a markup on sales of food, paper, and other consumable supplies.
• Grant spoke to TH franchisees that claimed prices had been raised substantially on required purchases from TH parent. In fact, over the 24 months from Q1’15 to Q1’17, margins on those sales increased from 13.3% to 23.7%. For the five years under previous ownership, gross margins on those sales ranged between 11.9% and 14%.
• Franchisees further complained that the required 3.5% contribution to the national marketing fund had been used by TH parent for “non-marketing endeavors” contending that the company is “misdirecting advertising funds”. Grant’s points out that G&A expense at TH, after declining in 2016, rose in Q1’17 to $25.1M, up from $16.2M in Q1’16, “after franchises started raising issues with the advertising fund”. FYI, Total G&A for TH during calendar 2016 declined to $78.9M from $93.2M in ’15.
• TH franchisees complained to Grant’s that TH inspections have become unnecessarily harsh and provide a pressure to report profit margins that are inflated. As Grant’s writer Lorenz relates: “Three franchisees tell me that RBI rejects P&L statements if profit margins are too low. 129 TH franchisees responded to an anonymous online survey in Alberta. They reported an average 6.29% operating margin, roughly half the 13-14% margin that the company claims that franchisees earn company-wide.”
• Grant’s points out that the low tax rate of 2016, at 20.3%, as a result of QSR’s Canadian domicile, is cited as a “risk factor” in the annual 10-K report, saying that ‘Future changes in U.S and non U.S. tax laws could materially affect the Company’. Grant’s implication, obviously, is that the tax rate is more likely to go up than down.
• Franchisees told Grant’s that the “Great White North” franchisee group has engaged a Toronto law firm to represent a case they were building against QSR.
• Grant’s related that “the recruiting site, Glassdoor.com had 31 reviews from Restaurant Brand (QSR) employees that gives the Company 1.8 out of a possible five starts. ‘RBI has cut costs to the bone by getting rid of all the professionals…..and hiring kids’ says a comment dated March 24. ‘Turnover rate is at nearly 50%….there is no meritocracy and process goes out the window. Decisions are made by a couple of key decision makers usually based on cost, not what’s best….they have destroyed not only the corporation but the many small franchisees….in the Burger King brand….the same thing at Tim Horton’s. Popeye’s is next.’”

Grant’s concludes: “The criticism seems not to accord with the fancy RBI multiple.”.

JUNE 19^TH BLOOMBERG HEADLINE READ: “TIM HORTONS’ FRANCHISEES FILE LAUNCH $500M CLASS-ACTION LAWSUIT AGAINST RESTAURANT BRANDS, INC.

To quote portions of the release: Franchisees claim their costs have increased but they haven’t been allowed to raise prices to recoup their costs. “Since the acquisition, RBI has used various strategies to extract more money out of the TH franchise system at the expense of the franchisees” Among the allegations is that the parent company is misusing the millions of dollars that franchisees pay for marketing. (3.5% of franchisee sales). The claim says that “RBI has funneled this money to itself, TDL(?), and the individual defendants at the wrongful expense of the franchisees”.

The Company responded by saying “it is very disappointing that a few restaurant owners have opted to take actions against us when our focus remains on protecting and enhancing the brand. We vehemently disagree with and deny all allegations….we remain committed to working together with our restaurant owners to ensure the incredible TH brand continues to be strong for many years to come.”

Grant’s at the very least proved to be accurate in terms of describing the disaffection of Tim Horton’s franchisees. Above we have provided the bull and bear cases. In terms of making a contribution to the debate, however, we should at least summarize the potential financial impact of the suggested “misallocation” of advertising funds to “other purposes” as well as the higher markup on supplies provided by TH to franchisees.

A FEW FINANCIAL FACTS

According to the 2016 10K, total revenues from the TH segment were $3001M, up 1.4% from $2957M. The segment income for Tim Horton’s was $1,072M, an increase of $165M from 907M in calendar ’15. SG&A expenses were down about $14M, from $93.2M to $78.9M. Cost of goods was 78.0% versus 83.3% in ’15. Had the cost of goods, on $2,112M of sales to franchisees been 83.3% in ’16, segment income would have been $112M lower. Summarizing, $126M, or 76% of the $165M improvement at TH in ’16 came from the combination of improvement in supply chain margin and a reduction in G&A. At a 20% tax rate, the effect would be $100M or $0.43/share.

OUR CONCLUSION

We are not trying to take sides in this debate. The only reason our bear case description is longer is because the bull case is pretty well entrenched and well known by the investment community. Cynics, in this case “Grant’s”, always have the burden of proof, at least at the beginning, so we provide more details regarding their argument. Notwithstanding the red flags provided by Grant’s,  QSR is a strong company and no doubt will grow further through the years. We have no way to know to what extent the franchisee complaints are valid, but certainly such a dramatic increase in margins from sales to franchisees is worthy of explanation. There are always some franchisees that are less happy than others. The lawsuit will play out over time. We do suggest, however, that this “cloud” over the division that provides 55% of trailing EBITDA will not enhance the valuation in the short run. It is probably safe to say that the next $0.43 of earnings contribution from lower G&A and better supply chain margins will not be so easily achieved. Whether or not the franchisee claims are valid, no doubt the low hanging fruit has already been picked in terms of improving the earnings contribution from Tim Horton’s.