10-Q: RBI Reports Q2 Revenue Growth Amid Profitability Decline

Sentiment:

Quarterly Report


Restaurant Brands International Limited Partnership reported a 15.9% increase in Q2 2025 total revenues to $2.41 billion, while net income from continuing operations decreased by 33.8% to $264 million.

Worse than expectedNet income from continuing operations decreased by 33.8% in Q2 2025 and 33.0% for the six months ended June 30, 2025.Diluted earnings per Class A common unit decreased by 34.5% in Q2 2025 and 33.7% for the six months ended June 30, 2025.The significant decline in profitability was primarily driven by the non-recurrence of a $79 million gain from the Carrols Acquisition in the prior year, current year net losses on foreign exchange, and increased income tax expense.

Summary

  • Total revenues for the three months ended June 30, 2025, increased by $330 million to $2,410 million, up from $2,080 million in the prior year period.
  • Net income from continuing operations for Q2 2025 decreased by $135 million to $264 million, compared to $399 million in Q2 2024.
  • Diluted earnings per Class A common unit for Q2 2025 were $0.91, a decrease from $1.39 in Q2 2024.
  • System-wide sales growth (constant currency) for Q2 2025 was 5.3%, an increase from 5.0% in Q2 2024.
  • Comparable sales for Q2 2025 increased to 2.4% from 1.9% in Q2 2024.
  • Adjusted Operating Income for Q2 2025 increased by $36 million to $668 million, up from $632 million in Q2 2024, with all segments showing growth.
  • The company completed the acquisition of substantially all remaining equity interests in BK China on February 14, 2025, for approximately $151 million, classifying it as held for sale (discontinued operations).
  • Finalized acquisition accounting for the Carrols Acquisition in Q1 2025, which contributed to the RH segment's results.
  • Cash and cash equivalents stood at $1,026 million as of June 30, 2025, with $1,248 million available under the Revolving Credit Facility.

Sentiment

Score: 4

Explanation: While revenue and Adjusted Operating Income showed growth, the significant decline in net income and EPS due to non-recurring items and foreign exchange losses, coupled with ongoing litigation and slowing comparable sales growth for the six-month period, indicates a mixed to negative financial performance despite strategic initiatives.

Positives

  • Total revenues increased by 15.9% to $2,410 million for Q2 2025 and by 18.3% to $4,519 million for the six months ended June 30, 2025, primarily driven by acquired restaurants and higher supply chain sales.
  • System-wide sales growth (constant currency) improved to 5.3% in Q2 2025 from 5.0% in Q2 2024.
  • Comparable sales increased to 2.4% in Q2 2025 from 1.9% in Q2 2024.
  • Adjusted Operating Income grew across all segments for both the three and six months ended June 30, 2025, with total Adjusted Operating Income increasing by 6% and 3% respectively.
  • Interest expense, net, decreased by $15 million in Q2 2025 and $33 million for the six months ended June 30, 2025, due to debt restructuring and lower variable interest rates.
  • Cash provided by operating activities increased to $567 million for the six months ended June 30, 2025, from $482 million in the prior year period.

Negatives

  • Net income from continuing operations decreased by 33.8% to $264 million in Q2 2025 and by 33.0% to $487 million for the six months ended June 30, 2025.
  • Diluted earnings per Class A common unit decreased by 34.5% to $0.91 in Q2 2025 and by 33.7% to $1.67 for the six months ended June 30, 2025.
  • Income from operations decreased by 27.1% to $483 million in Q2 2025 and by 23.9% to $918 million for the six months ended June 30, 2025.
  • The decrease in profitability was primarily due to the non-recurrence of a $79 million gain from the Carrols Acquisition in the prior year, current year net losses on foreign exchange ($132 million in Q2 2025), and increased income tax expense.
  • Net restaurant growth slowed to 2.9% in Q2 2025 from 4.0% in Q2 2024.
  • System-wide sales growth (constant currency) for the six months ended June 30, 2025, decreased to 4.1% from 6.5% in the prior year period.
  • Comparable sales for the six months ended June 30, 2025, decreased to 1.3% from 3.2% in the prior year period.
  • Cash used for financing activities increased significantly to $555 million for the six months ended June 30, 2025, from $112 million in the prior year, mainly due to non-recurrence of proceeds from long-term debt.

Risks

  • Indebtedness could adversely affect financial condition and prevent fulfillment of obligations.
  • Global economic or other business conditions (inflation, high unemployment, declines in income, consumer confidence, discretionary spending) may affect consumer purchasing behavior.
  • Financial stability and liquidity of franchisees are critical to the business model.
  • Exposure to significant and rapid fluctuations in interest rates and currency exchange markets, and the effectiveness of hedging activities.
  • Ability to successfully implement domestic and international growth strategies for each brand, including reliance on franchisees for restaurant growth.
  • Changes in applicable tax laws or interpretations, and the ability to accurately predict their impact (e.g., Canada's EIFEL legislation).
  • Evolving legislation and regulations in franchise and labor and employment law.
  • Geopolitical conflicts (Russia-Ukraine, Middle East) and softening consumer environment.
  • Ability to identify and onboard new controlling shareholders/partners for BK China, PLK China, and FHS Brazil.

Future Outlook

The company plans to hold its controlling interest in BK China temporarily and is in discussions with potential partners to acquire the controlling interest and inject primary capital within twelve months. RBI intends to refranchise the vast majority of the Carrols Burger King restaurants and find new partners for PLK China and new investors for FHS Brazil. The Burger King 'Reclaim the Flame' plan continues with up to $550 million planned for 'Royal Reset' investments through year-end 2028, of which $152 million has been funded. The company expects to receive $56 million in quarterly fixed-rate interest payments from cross-currency swaps in the next twelve months. Canada's EIFEL legislation is expected to increase cash taxes for the current and next fiscal years. The company is evaluating the full effects of the recently enacted One Big Beautiful Bill Act (OBBBA) on its financial statements, but does not expect a material impact.

Management Comments

  • RBI plans to maintain the franchisor dynamics in its TH, BK, PLK, FHS, and INTL segments to report results consistent with how the business will be managed long-term, given plans to refranchise the vast majority of Carrols Burger King restaurants and to find new partners for PLK China and new investors for FHS Brazil.
  • We are working to identify a new controlling shareholder for BK China which aligns with our long-term strategy of partnering with experienced local operators while maintaining a primarily franchised business.

Industry Context

The company operates as one of the world's largest quick service restaurant (QSR) companies, leveraging its global scale and sharing best practices across its four iconic brands (Tim Hortons, Burger King, Popeyes, Firehouse Subs) which have complementary daypart mixes and product platforms. The strategic shift towards a primarily franchised business model, including refranchising acquired company-owned restaurants and seeking partners for international operations, aligns with a capital-light growth strategy common in the mature QSR industry.

Legal Proceedings

  • A consolidated class action complaint against Burger King (BKW and BKC) alleging violation of Section 1 of the Sherman Act due to an employee no-solicitation and no-hiring clause in franchise agreements. The court denied BKC's motion to dismiss on April 9, 2025, and BKC filed its answer to the amended complaint on May 21, 2025.
  • A complaint filed by purported former shareholders of Carrols against RBI and two individual directors, alleging breach of fiduciary duty and unjust enrichment by RBI in connection with the Carrols acquisition. The court denied RBI's motion to dismiss on July 22, 2025.

Related Party Transactions

  • Revenues from affiliates (equity method investments) totaled $93 million for Q2 2025 and $177 million for the six months ended June 30, 2025, including royalties, advertising, property, franchise fees, and supply chain sales.
  • Accounts receivable, net, from equity method investments were $47 million as of June 30, 2025.
  • Distributions received from the TIMWEN Partnership (50% joint venture with The Wendy's Company) were $4 million in Q2 2025 and $7 million for the six months ended June 30, 2025.
  • Rent expense associated with the TIMWEN Partnership was $6 million in Q2 2025 and $10 million for the six months ended June 30, 2025.

Stakeholder Impact

  • Shareholders: Impacted by lower net income and EPS, but also by ongoing dividend payments ($0.62 per unit/share) and a new $1,000 million share repurchase authorization.
  • Franchisees: Affected by system-wide sales growth, comparable sales, and the 'Reclaim the Flame' plan investments, as well as ongoing litigation regarding no-solicitation clauses.
  • Employees: Goodwill recognized in acquisitions includes value associated with the workforce; compensation for CFO Sami Siddiqui includes a significant RSU award.
  • Customers: Benefit from brand awareness efforts and 'Royal Reset' remodels and enhancements at Burger King restaurants.
  • Creditors: The company remains in compliance with all financial debt covenants, but significant indebtedness and ongoing debt service requirements are noted.

Next Steps

  • Identify a new controlling shareholder for BK China within twelve months of the February 14, 2025 acquisition.
  • Continue to refranchise the majority of Burger King restaurants acquired as part of the Carrols Acquisition.
  • Find a new partner for PLK China and new investors for FHS Brazil.
  • Continue funding 'Royal Reset' investments under the Burger King 'Reclaim the Flame' plan, with up to $398 million remaining out of the $550 million planned.
  • Evaluate the full effects of the One Big Beautiful Bill Act (OBBBA) on financial statements.
  • Prepare a timely response to the plaintiff's amended complaint in the Carrols lawsuit following the court's denial of RBI's motion to dismiss on July 22, 2025.

Key Dates

DateDescription
March 24, 2020Court granted Burger King Worldwide, Inc. (BKW) and Burger King Company (BKC) motion to dismiss a class action complaint.
April 20, 2020Plaintiffs filed a motion for leave to amend their class action complaint against BKW and BKC.
August 2020Court denied plaintiffs' motion for leave to amend their class action complaint.
August 2022Federal appellate court reversed the lower court's decision to dismiss the class action case and remanded it for further proceedings.
October 1, 2023Canada's tax legislation to restrict the deduction of excessive interest and financing expenses (EIFEL) became effective for taxation years beginning on or after this date.
December 2023Financial Accounting Standards Board (FASB) issued guidance expanding income tax disclosures, effective for annual disclosures for fiscal years beginning after December 15, 2024.
December 2024RBI filed a motion to dismiss the complaint filed by purported former shareholders of Carrols.
December 31, 2024End of prior fiscal year for balance sheet comparison.
February 2025Plaintiffs filed an amended complaint in the Carrols lawsuit.
February 14, 2025Acquired substantially all of the remaining equity interests of Pangaea Foods (China) Holdings Ltd. (BK China).
February 21, 2025Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC.
March 2025RBI filed an amended motion to dismiss the Carrols lawsuit.
April 9, 2025Court denied BKC's motion to dismiss the class action complaint regarding employee no-solicitation clauses.
April 30, 2025Plaintiffs filed an amended complaint in the no-solicitation class action.
May 2, 2025Plaintiffs filed their opposition to RBI's amended motion to dismiss the Carrols lawsuit.
May 15, 2025Sami Siddiqui, CFO of RBI, received a target award of 73,507 performance-based RSUs.
May 16, 2024Acquired the remaining 85% of Carrols Restaurant Group, Inc. (Carrols).
May 21, 2025BKC filed its answer to the amended complaint in the no-solicitation class action.
June 20, 2024Canada enacted tax legislation to restrict the deduction of excessive interest and financing expenses (EIFEL).
June 24, 2025Record date for the cash dividend of $0.62 per RBI common share paid on July 8, 2025.
June 28, 2024Acquired the Popeyes China (PLK China) business from Tims China.
June 30, 2025End of the quarterly period covered by this report.
July 4, 2025The One Big Beautiful Bill Act (OBBBA) was enacted into law, providing modifications to U.S. tax law.
July 8, 2025RBI paid a cash dividend of $0.62 per RBI common share.
July 22, 2025Court denied RBI's motion to dismiss the Carrols lawsuit.
July 31, 2025Outstanding Class B exchangeable limited partnership units were 126,983,115 and Class A common units were 208,620,716.
August 6, 2025RBI's board of directors approved a share repurchase authorization of up to $1,000 million of RBI common shares.
August 7, 2025Filing date of the Form 10-Q.
September 15, 2025Effective date for RBI's new share repurchase authorization.
September 23, 2025Record date for the cash dividend of $0.62 per RBI common share to be paid on October 7, 2025.
September 30, 2025Termination date for RBI's prior two-year share repurchase authorization.
October 4, 2025Maturity date of the TH Facility.
October 7, 2025Payment date for the declared cash dividend of $0.62 per RBI common share.
September 30, 2026Maturity date for $500 million notional value interest rate swaps.
August 17, 2026Latest maturity date for outstanding forward currency contracts with a notional value of $202 million.
October 31, 2026Maturity date for $1,400 million notional value Euro/U.S. dollar cross-currency rate swaps.
October 31, 2027Maturity date for $700 million notional value Canadian dollar/U.S. dollar cross-currency rate swaps.
October 31, 2028Maturity date for $3,500 million notional value interest rate swaps, $1,950 million notional value Canadian dollar/U.S. dollar cross-currency rate swaps, and $150 million notional value Euro/U.S. dollar cross-currency rate swaps.
November 30, 2028Maturity date for $1,200 million notional value Euro/U.S. dollar cross-currency rate swaps.
October 31, 2029Maturity date for $1,400 million notional value Canadian dollar/U.S. dollar cross-currency rate swaps.
May 21, 2030Cliff vesting date for Sami Siddiqui's performance-based RSUs.
October 31, 2030Maturity date for $1,650 million notional value Canadian dollar/U.S. dollar cross-currency rate swaps.

Recommendation

hold

The filing presents a mixed financial picture. While revenue growth and Adjusted Operating Income are positive, driven by strategic acquisitions and underlying operational improvements, the significant decline in net income and EPS is a concern. This decline is largely attributed to non-recurring gains in the prior year, foreign exchange losses, and higher tax expenses, rather than core operational weakness. The ongoing strategic initiatives, such as the 'Reclaim the Flame' plan and refranchising efforts, could unlock future value. However, the slowing comparable sales growth for the six-month period and unresolved legal proceedings introduce uncertainty. A 'hold' recommendation is appropriate as investors should monitor the execution of strategic plans and the resolution of legal and tax matters before making further commitments, balancing the growth potential against current profitability headwinds.

Keywords

Restaurant Brands International, RBI, QSR, Tim Hortons, Burger King, Popeyes, Firehouse Subs, SEC filing, 10-Q, financial results, revenue, net income, EPS, system-wide sales, comparable sales, acquisitions, refranchising, Carrols, BK China, PLK China, debt, liquidity, share repurchase, dividends

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