Yum Brands Inc 10-Q for FY2020 Q2
Yum Brands Inc (YUM)
10-Q
2020-08-05
For: 2020-06-30
View Original
Added on
April 11, 2026
About this 10-Q
Yum Brands Inc filed this 10-Q on August 5, 2020, covering the quarter ended June 30, 2020 (FY2020 Q2).
Headline figures
Quarter ended June 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.2B
- down 8.5% from $1.31B a year earlier
- Net income
- $206M
- down 28.7% from net income of $289M a year earlier
- Diluted EPS
- $0.67
- down 27.2% from $0.92 a year earlier
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D. C. 20549 |
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES | |||
EXCHANGE ACT OF 1934 for the quarterly period ended | |||
OR | |||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
For the transition period from ____________ to _________________
Commission file number 1-13163
________________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer | |||||
incorporation or organization) | Identification No.) | |||||
(Address of principal executive offices) | (Zip Code) | |||||
Registrant’s telephone number, including area code: | ||||||
Securities registered pursuant to Section 12(b) of the Act | |||
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated Filer | ☐ | ||
Non-accelerated Filer | ☐ | Smaller Reporting Company | ||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
The number of shares outstanding of the registrant’s Common Stock as of July 29, 2020 was 301,399,629 shares.
YUM! BRANDS, INC.
INDEX
Page | ||
No. | ||
Part I. | Financial Information | |
Item 1 - Financial Statements | ||
Condensed Consolidated Statements of Income | ||
Condensed Consolidated Statements of Comprehensive Income | ||
Condensed Consolidated Statements of Cash Flows | ||
Condensed Consolidated Balance Sheets | ||
Condensed Consolidated Statements of Shareholders' Deficit | ||
Notes to Condensed Consolidated Financial Statements | ||
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||
Item 3 - Quantitative and Qualitative Disclosures About Market Risk | ||
Item 4 – Controls and Procedures | ||
Report of Independent Registered Public Accounting Firm | ||
Part II. | Other Information and Signatures | |
Item 1 – Legal Proceedings | ||
Item 1A – Risk Factors | ||
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds | ||
Item 6 – Exhibits | ||
Signatures | ||
2
PART I - FINANCIAL INFORMATION
Item 1. | Financial Statements |
3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) | |||||||||||||||
YUM! BRANDS, INC. AND SUBSIDIARIES | |||||||||||||||
(in millions, except per share data) | |||||||||||||||
Quarter ended | Year to date | ||||||||||||||
Revenues | 6/30/2020 | 6/30/2019 | 6/30/2020 | 6/30/2019 | |||||||||||
Company sales | $ | $ | $ | $ | |||||||||||
Franchise and property revenues | |||||||||||||||
Franchise contributions for advertising and other services | |||||||||||||||
Total revenues | |||||||||||||||
Costs and Expenses, Net | |||||||||||||||
Company restaurant expenses | |||||||||||||||
General and administrative expenses | |||||||||||||||
Franchise and property expenses | |||||||||||||||
Franchise advertising and other services expense | |||||||||||||||
Refranchising (gain) loss | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Other (income) expense | ( | ) | |||||||||||||
Total costs and expenses, net | |||||||||||||||
Operating Profit | |||||||||||||||
Investment (income) expense, net | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Other pension (income) expense | |||||||||||||||
Interest expense, net | |||||||||||||||
Income Before Income Taxes | |||||||||||||||
Income tax provision | |||||||||||||||
Net Income | $ | $ | $ | $ | |||||||||||
Basic Earnings Per Common Share | $ | $ | $ | $ | |||||||||||
Diluted Earnings Per Common Share | $ | $ | $ | $ | |||||||||||
Dividends Declared Per Common Share | $ | $ | $ | $ | |||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements. | |||||||||||||||
4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) | |||||||||||||||
YUM! BRANDS, INC. AND SUBSIDIARIES | |||||||||||||||
(in millions) | |||||||||||||||
Quarter ended | Year to date | ||||||||||||||
6/30/2020 | 6/30/2019 | 6/30/2020 | 6/30/2019 | ||||||||||||
Net Income | $ | $ | $ | $ | |||||||||||
Other comprehensive income (loss), net of tax | |||||||||||||||
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature | |||||||||||||||
Adjustments and gains (losses) arising during the period | ( | ) | ( | ) | |||||||||||
( | ) | ( | ) | ||||||||||||
Tax (expense) benefit | |||||||||||||||
( | ) | ( | ) | ||||||||||||
Changes in pension and post-retirement benefits | |||||||||||||||
Unrealized gains (losses) arising during the period | — | — | — | — | |||||||||||
Reclassification of (gains) losses into Net Income | |||||||||||||||
Tax (expense) benefit | ( | ) | ( | ) | ( | ) | |||||||||
Changes in derivative instruments | |||||||||||||||
Unrealized gains (losses) arising during the period | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Reclassification of (gains) losses into Net Income | ( | ) | ( | ) | |||||||||||
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Tax (expense) benefit | |||||||||||||||
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Other comprehensive income (loss), net of tax | ( | ) | ( | ) | ( | ) | |||||||||
Comprehensive Income (Loss) | $ | $ | $ | $ | |||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements. | |||||||||||||||
5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) | |||||||
YUM! BRANDS, INC. AND SUBSIDIARIES | |||||||
(in millions) | |||||||
Year to date | |||||||
6/30/2020 | 6/30/2019 | ||||||
Cash Flows – Operating Activities | |||||||
Net Income | $ | $ | |||||
Depreciation and amortization | |||||||
Impairment and closure (income) expenses | |||||||
Refranchising (gain) loss | ( | ) | ( | ) | |||
Investment (income) expense, net | ( | ) | ( | ) | |||
Contributions to defined benefit pension plans | ( | ) | ( | ) | |||
Deferred income taxes | ( | ) | |||||
Share-based compensation expense | |||||||
Changes in accounts and notes receivable | |||||||
Changes in prepaid expenses and other current assets | ( | ) | ( | ) | |||
Changes in accounts payable and other current liabilities | ( | ) | ( | ) | |||
Changes in income taxes payable | ( | ) | ( | ) | |||
Other, net | |||||||
Net Cash Provided by Operating Activities | |||||||
Cash Flows – Investing Activities | |||||||
Capital spending | ( | ) | ( | ) | |||
Acquisition of The Habit Restaurants, Inc., net of cash acquired | ( | ) | |||||
Proceeds from refranchising of restaurants | |||||||
Other, net | ( | ) | |||||
Net Cash Used in Investing Activities | ( | ) | ( | ) | |||
Cash Flows – Financing Activities | |||||||
Proceeds from long-term debt | |||||||
Repayments of long-term debt | ( | ) | ( | ) | |||
Revolving credit facility, three months or less, net | |||||||
Short-term borrowings by original maturity | |||||||
More than three months - proceeds | |||||||
More than three months - payments | ( | ) | ( | ) | |||
Three months or less, net | |||||||
Repurchase shares of Common Stock | ( | ) | |||||
Dividends paid on Common Stock | ( | ) | ( | ) | |||
Debt issuance costs | ( | ) | |||||
Other, net | ( | ) | ( | ) | |||
Net Cash Provided by (Used in) Financing Activities | ( | ) | |||||
Effect of Exchange Rates on Cash and Cash Equivalents | ( | ) | ( | ) | |||
Net Increase (Decrease) in Cash and Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | ( | ) | |||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents - Beginning of Period | |||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents - End of Period | $ | $ | |||||
See accompanying Notes to Condensed Consolidated Financial Statements. | |||||||
6
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
YUM! BRANDS, INC. AND SUBSIDIARIES | |||||||
(in millions) | |||||||
(Unaudited) 6/30/2020 | 12/31/2019 | ||||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ | $ | |||||
Accounts and notes receivable, net | |||||||
Prepaid expenses and other current assets | |||||||
Total Current Assets | |||||||
Property, plant and equipment, net | |||||||
Goodwill | |||||||
Intangible assets, net | |||||||
Other assets | |||||||
Deferred income taxes | |||||||
Total Assets | $ | $ | |||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |||||||
Current Liabilities | |||||||
Accounts payable and other current liabilities | $ | $ | |||||
Income taxes payable | |||||||
Short-term borrowings | |||||||
Total Current Liabilities | |||||||
Long-term debt | |||||||
Other liabilities and deferred credits | |||||||
Total Liabilities | |||||||
Shareholders’ Deficit | |||||||
Common Stock, no par value, 750 shares authorized; 301 shares issued in 2020 and 300 issued in 2019 | |||||||
Accumulated deficit | ( | ) | ( | ) | |||
Accumulated other comprehensive loss | ( | ) | ( | ) | |||
Total Shareholders’ Deficit | ( | ) | ( | ) | |||
Total Liabilities and Shareholders’ Deficit | $ | $ | |||||
See accompanying Notes to Condensed Consolidated Financial Statements. | |||||||
7
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (Unaudited) | |||||||||||||||||||
YUM! BRANDS, INC. AND SUBSIDIARIES | |||||||||||||||||||
Quarters and years to date ended June 30, 2020 and 2019 | |||||||||||||||||||
(in millions) | |||||||||||||||||||
Yum! Brands, Inc. | |||||||||||||||||||
Issued Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Shareholders' Deficit | ||||||||||||||||
Shares | Amount | ||||||||||||||||||
Balance at March 31, 2020 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
Net Income | |||||||||||||||||||
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature | |||||||||||||||||||
Pension and post-retirement benefit plans (net of tax impact of $1 million) | |||||||||||||||||||
Net loss on derivative instruments (net of tax impact of $4 million) | ( | ) | ( | ) | |||||||||||||||
Comprehensive Income | |||||||||||||||||||
Dividends declared | ( | ) | ( | ) | |||||||||||||||
Repurchase of shares of Common Stock | |||||||||||||||||||
Employee share-based award exercises | ( | ) | ( | ) | |||||||||||||||
Share-based compensation events | |||||||||||||||||||
Balance at June 30, 2020 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
Balance at December 31, 2019 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
Net Income | |||||||||||||||||||
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature | ( | ) | ( | ) | |||||||||||||||
Pension and post-retirement benefit plans (net of tax impact of $2 million) | |||||||||||||||||||
Net loss on derivative instruments (net of tax impact of $24 million) | ( | ) | ( | ) | |||||||||||||||
Comprehensive Income | |||||||||||||||||||
Dividends declared | ( | ) | ( | ) | |||||||||||||||
Repurchase of shares of Common Stock | |||||||||||||||||||
Employee share-based award exercises | ( | ) | ( | ) | |||||||||||||||
Share-based compensation events | |||||||||||||||||||
Adoption of accounting standard | ( | ) | ( | ) | |||||||||||||||
Balance at June 30, 2020 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
Balance at March 31, 2019 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
Net Income | |||||||||||||||||||
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature (net of tax impact of $4 million) | ( | ) | ( | ) | |||||||||||||||
Pension and post-retirement benefit plans | |||||||||||||||||||
Net loss on derivative instruments (net of tax impact of $11 million) | ( | ) | ( | ) | |||||||||||||||
Comprehensive Income | |||||||||||||||||||
Dividends declared | ( | ) | ( | ) | |||||||||||||||
Repurchase of shares of Common Stock | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
Employee share-based award exercises | ( | ) | ( | ) | |||||||||||||||
Share-based compensation events | |||||||||||||||||||
Balance at June 30, 2019 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
Balance at December 31, 2018 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
Net Income | |||||||||||||||||||
Translation adjustments and gains (losses) from intra-entity transactions of a long-term investment nature | |||||||||||||||||||
Pension and post-retirement benefit plans (net of tax impact of $1 million) | |||||||||||||||||||
Net loss on derivative instruments (net of tax impact of $19 million) | ( | ) | ( | ) | |||||||||||||||
Comprehensive Income | |||||||||||||||||||
Dividends declared | ( | ) | ( | ) | |||||||||||||||
Repurchase of shares of Common Stock | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
Employee share-based award exercises | ( | ) | ( | ) | ( | ) | |||||||||||||
Share-based compensation events | |||||||||||||||||||
Adoption of accounting standard | ( | ) | ( | ) | |||||||||||||||
Balance at June 30, 2019 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements. | |||||||||||||||||||
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Tabular amounts in millions, except per share data)
Note 1 - Financial Statement Presentation
We have prepared our accompanying unaudited Condensed Consolidated Financial Statements (“Financial Statements”) in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by Generally Accepted Accounting Principles in the United States (“GAAP”) for complete financial statements. Therefore, we suggest that the accompanying Financial Statements be read in conjunction with the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (“2019 Form 10-K”).
Yum! Brands, Inc. and its Subsidiaries (collectively referred to herein as the “Company,” “YUM,” “we,” “us” or “our”) franchise or operate a system of over 50,000 restaurants in more than 150 countries and territories. As of June 30, 2020, 98 % of these restaurants were owned and operated by franchisees. The Company’s KFC, Pizza Hut and Taco Bell brands are global leaders of the chicken, pizza and Mexican-style food categories, respectively. The Habit Burger Grill, a concept we acquired on March 18, 2020, is a fast-casual restaurant concept specializing in made-to-order chargrilled burgers, sandwiches and more.
As of June 30, 2020, YUM consisted of four operating segments:
• | The KFC Division which includes our worldwide operations of the KFC concept |
• | The Pizza Hut Division which includes our worldwide operations of the Pizza Hut concept |
• | The Taco Bell Division which includes our worldwide operations of the Taco Bell concept |
• | The Habit Burger Grill Division which includes our worldwide operations of the Habit Burger Grill concept |
YUM's fiscal year begins on January 1 and ends December 31 of each year, with each quarter comprised of three months. The majority of our U.S. subsidiaries and certain international subsidiaries operate on a weekly periodic calendar where the first three quarters of each fiscal year consists of 12 weeks and the fourth quarter consists of 16 weeks in fiscal years with 52 weeks and 17 weeks in fiscal years with 53 weeks. Our remaining international subsidiaries operate on a monthly calendar similar to that on which YUM operates. Our Habit Burger Grill Division operates on a weekly periodic calendar where each quarter consists of 13 weeks, except in fiscal years with 53 weeks when the fourth quarter consists of 14 weeks.
Our preparation of the accompanying Financial Statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
The accompanying Financial Statements include all normal and recurring adjustments considered necessary to present fairly, when read in conjunction with our 2019 Form 10-K, the results of the interim periods presented. Our results of operations, comprehensive income, cash flows and changes in shareholders' deficit for these interim periods are not necessarily indicative of the results to be expected for the full year.
Our significant interim accounting policies include the recognition of advertising and marketing costs, generally in proportion to revenue, and the recognition of income taxes using an estimated annual effective tax rate.
We have reclassified certain other items in the Financial Statements for the prior periods to be comparable with the classification for the quarter and year to date ended June 30, 2020. These reclassifications had no effect on previously reported Net Income.
COVID-19
In late 2019 a novel strain of coronavirus, COVID-19, was first detected. In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of COVID-19, including restrictions on travel outside the home and other limitations on business and other activities as well as encouraging social distancing. As a result of COVID-19, we and our franchisees have experienced significant store closures and instances of reduced store-level operations, including reduced operating hours and dining-room closures. Recently, COVID-19 cases have been increasing in the U.S. and certain other regions of the world, which has resulted in some governmental authorities re-imposing restrictions on business and other activities that were previously lifted or reduced. The impacts of COVID-19 significantly impacted our results in the quarter and year to date ended June 30, 2020.
9
As a result of the impact of COVID-19 on the Habit Burger Grill's results as well as general market conditions, we recognized an after-tax goodwill impairment charge of $107 million during the quarter ended March 31, 2020 related to our Habit Burger Grill reporting unit (See Note 2). There were no other significant impairments recorded during the year to date ended June 30, 2020. Due to the uncertainty surrounding our current assumptions regarding the expected severity and duration of the impact of COVID-19 on our and our franchisees' operations, we currently believe it is reasonably possible that certain significant estimates underlying long- lived asset and goodwill impairment evaluations as well as expected credit loss assessments within these Financial Statements will change in the near term. The effect of such a change may be material.
Recently Adopted Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued a standard that requires measurement and recognition of expected versus incurred credit losses for financial assets held. As required, we adopted this standard on January 1, 2020 which resulted in the recording of a cumulative adjustment to Accumulated deficit of $8 million primarily to establish an expected credit loss liability for the contingent aspect of our financial guarantees. Substantially all of our financial guarantees relate to lease payments that our franchisees are primarily liable for and for which we are secondarily liable. See Note 14.
Upon adoption of the standard the Company's accounting policy for the measurement of credit losses related to our primary financial asset, our receivables from our franchisees, is as shown below.
Expected credit losses for uncollectible franchisee receivable balances consider both current conditions and reasonable and supportable forecasts of future conditions. Current conditions we consider include pre-defined aging criteria as well as specified events that indicate we may not collect the balance due. Reasonable and supportable forecasts used in determining the probability of future collection consider publicly available data regarding default probability.
Note 2 - Habit Burger Grill Acquisition
On March 18, 2020, we completed the acquisition of all of the issued and outstanding common shares of The Habit Restaurants, Inc. As of the date of acquisition, The Habit Restaurants, Inc. operated 245 company-owned and 31 franchised Habit Burger Grill restaurants across the U.S. and in China, offering a flavor-forward variety of made-to-order items chargrilled over an open flame. We expect Habit Burger Grill to benefit from the global scale and resources of YUM and that the acquisition will accelerate and diversify YUM's growth.
Total cash consideration paid in connection with the acquisition was $408 million, net of acquired cash of $20 million. This included $9 million for the settlement of existing share-based awards previously issued to The Habit Restaurants, Inc. employees and $53 million associated with an obligation to former shareholders of The Habit Restaurants, Inc. related to a tax receivable agreement entered into in connection with its initial public offering in 2014.
The acquisition was accounted for as a business combination using the acquisition method of accounting. The preliminary allocation of the purchase price is based on management's analysis, including preliminary work performed by third party valuation specialists, as of March 18, 2020. We will continue to obtain information to assist in determining the fair value of net assets acquired during the measurement period. There were no changes to this preliminary purchase price allocation during the quarter ended June 30, 2020.
10
The components of the preliminary purchase price allocation upon the March 18, 2020 acquisition were as follows:
Total Current Assets | $ | |||
Property, plant and equipment, net | ||||
Habit Burger Grill brand (included in Intangible assets, net) | ||||
Operating lease right-of-use assets (included in Other assets) | ||||
Other assets | ||||
Total Assets | ||||
Total Current Liabilities | ( | ) | ||
Operating lease liabilities (included in Other liabilities and deferred credits) | ( | ) | ||
Other liabilities | ( | ) | ||
Total Liabilities | ( | ) | ||
Total identifiable net assets | ||||
Goodwill | ||||
Net consideration transferred | $ | |||
The Habit Burger Grill brand, which includes the related trademarks, was valued by applying the income approach through a relief from royalty analysis and it has been assigned an indefinite life and, therefore, will not be amortized. The brand asset will be tested for impairment on an annual basis as of the beginning of our fourth quarter or more often if an event occurs or circumstances change that indicate impairment might exist.
The excess of the purchase price over the preliminary estimated fair value of the net, identifiable assets acquired was recorded as goodwill. The factors contributing to the recognition of goodwill were several strategic and synergistic benefits that are expected to be realized by Habit Burger Grill from the acquisition. These benefits include leveraging YUM's scale and resources in unit development, primarily through franchising, supply chain and global brand-building. Goodwill determined through the purchase price allocation will be entirely allocated to the Habit Burger Grill Division and goodwill of approximately $200 million is expected to be deductible for tax purposes.
Habit's total operating lease liabilities represent the present value of minimum lease payments, including rental payments for lease renewal options we are reasonably certain to exercise. The nominal value of these minimum lease payments as of June 30, 2020 approximated $225 million. Additionally, the nominal value of minimum lease payments associated with Habit leases that have not yet commenced approximated $35 million as of June 30, 2020. The pro forma impact on our results of operations if the acquisition had been completed as of the beginning of 2019 would not have been significant.
11
Note 3 - Earnings Per Common Share (“EPS”)
Quarter ended | Year to date | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Net Income | $ | $ | $ | $ | ||||||||||||
Weighted-average common shares outstanding (for basic calculation) | ||||||||||||||||
Effect of dilutive share-based employee compensation | ||||||||||||||||
Weighted-average common and dilutive potential common shares outstanding (for diluted calculation) | ||||||||||||||||
Basic EPS | $ | $ | $ | $ | ||||||||||||
Diluted EPS | $ | $ | $ | $ | ||||||||||||
Unexercised employee stock options and stock appreciation rights (in millions) excluded from the diluted EPS computation(a) | ||||||||||||||||
(a) | These unexercised employee stock options and stock appreciation rights were not included in the computation of diluted EPS because to do so would have been antidilutive for the periods presented. |
12
Note 4 - Accumulated Other Comprehensive Loss (“AOCI”)
Translation Adjustments and Gains (Losses) From Intra-Entity Transactions of a Long-Term Nature | Pension and Post-Retirement Benefits | Derivative Instruments | Total | |||||||||||||
Balance at March 31, 2020, net of tax | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
OCI, net of tax | ||||||||||||||||
Gains (losses) arising during the period classified into AOCI, net of tax | ( | ) | ||||||||||||||
(Gains) losses reclassified from AOCI, net of tax | ||||||||||||||||
( | ) | |||||||||||||||
Balance at June 30, 2020, net of tax | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Balance at December 31, 2019, net of tax | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
OCI, net of tax | ||||||||||||||||
Gains (losses) arising during the period classified into AOCI, net of tax | ( | ) | ( | ) | ( | ) | ||||||||||
(Gains) losses reclassified from AOCI, net of tax | ( | ) | ||||||||||||||
( | ) | ( | ) | ( | ) | |||||||||||
Balance at June 30, 2020, net of tax | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Note 5 - Other (Income) Expense
Quarter ended | Year to date | |||||||||||||||
6/30/2020 | 6/30/2019 | 6/30/2020 | 6/30/2019 | |||||||||||||
Foreign exchange net (gain) loss and other(a) | $ | ( | ) | $ | $ | $ | ||||||||||
Closure and impairment expense(b) | ||||||||||||||||
Other (income) expense | $ | ( | ) | $ | $ | $ | ||||||||||
(a) | The quarter and year to date ended June 30, 2019 includes the settlement of contingent consideration associated with our 2013 acquisition of the KFC Turkey and Pizza Hut Turkey businesses of $ |
(b) | The year to date ended June 30, 2020 includes a charge of $ |
13
Note 6 - Supplemental Balance Sheet Information
Accounts and Notes Receivable, net
The Company’s receivables are primarily generated from ongoing business relationships with our franchisees as a result of franchise and lease agreements. Trade receivables consisting of royalties from franchisees are generally due within 30 days of the period in which the corresponding sales occur and are classified as Accounts and notes receivable, net in our Condensed Consolidated Balance Sheets. Accounts and notes receivable, net also includes receivables generated from advertising cooperatives that we consolidate.
6/30/2020 | 12/31/2019 | ||||||
Accounts and notes receivable, gross | $ | $ | |||||
Allowance for doubtful accounts | ( | ) | ( | ) | |||
Accounts and notes receivable, net | $ | $ | |||||
Property, Plant and Equipment, net
6/30/2020 | 12/31/2019 | ||||||
Property, plant and equipment, gross | $ | $ | |||||
Accumulated depreciation and amortization | ( | ) | ( | ) | |||
Property, plant and equipment, net | $ | $ | |||||
Assets held-for-sale totaled $16 million and $25 million, respectively, as of June 30, 2020 and December 31, 2019 and are included in Prepaid expenses and other current assets in our Condensed Consolidated Balance Sheets.
Other Assets | 6/30/2020 | 12/31/2019 | |||||
Operating lease right-of-use assets | $ | $ | |||||
Investment in Grubhub, Inc. common stock(a) | |||||||
Franchise incentives | |||||||
Other | |||||||
Other assets | $ | $ | |||||
(a) | Our investment in Grubhub, Inc. common stock is presented within Prepaid expenses and other current assets as of June 30, 2020 (see Note 13). |
Reconciliation of Cash and Cash Equivalents for Condensed Consolidated Statements of Cash Flows
6/30/2020 | 12/31/2019 | ||||||
Cash and cash equivalents as presented in Condensed Consolidated Balance Sheets | $ | $ | |||||
Restricted cash included in Prepaid expenses and other current assets(a) | |||||||
Restricted cash and restricted cash equivalents included in Other assets(b) | |||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents as presented in Condensed Consolidated Statements of Cash Flows | $ | $ | |||||
(a) | Restricted cash within Prepaid expenses and other current assets reflects Taco Bell Securitization interest reserves and the cash related to advertising cooperatives which we consolidate that can only be used to settle obligations of the respective cooperatives. |
(b) | Primarily trust accounts related to our self-insurance program. |
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Note 7 - Income Taxes
Quarter ended | Year to date | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Income tax provision | $ | $ | $ | $ | |||||||||||
Effective tax rate | % | % | % | % | |||||||||||
Note 8 - Revenue Recognition
Disaggregation of Total Revenues
The following tables disaggregate revenue by Concept, for our two most significant markets based on Operating Profit and for all other markets. We believe this disaggregation best reflects the extent to which the nature, amount, timing and uncertainty of our revenues and cash flows are impacted by economic factors.
Quarter ended 6/30/2020 | ||||||||||||||||||||
KFC Division | Pizza Hut Division | Taco Bell Division | Habit Burger Grill Division | Total | ||||||||||||||||
U.S. | ||||||||||||||||||||
Company sales | $ | $ | $ | $ | $ | |||||||||||||||
Franchise revenues | ||||||||||||||||||||
Property revenues | ||||||||||||||||||||
Franchise contributions for advertising and other services | ||||||||||||||||||||
China | ||||||||||||||||||||
Franchise revenues | ||||||||||||||||||||
Other | ||||||||||||||||||||
Company sales | ||||||||||||||||||||
Franchise revenues | ||||||||||||||||||||
Property revenues | ||||||||||||||||||||
Franchise contributions for advertising and other services | ||||||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||
15
Quarter ended 6/30/2019 | ||||||||||||||||
KFC Division | Pizza Hut Division | Taco Bell Division | Total | |||||||||||||
U.S. | ||||||||||||||||
Company sales | $ | $ | $ | $ | ||||||||||||
Franchise revenues | ||||||||||||||||
Property revenues | ||||||||||||||||
Franchise contributions for advertising and other services | ||||||||||||||||
China | ||||||||||||||||
Franchise revenues | ||||||||||||||||
Other | ||||||||||||||||
Company sales | ||||||||||||||||
Franchise revenues | ||||||||||||||||
Property revenues | ||||||||||||||||
Franchise contributions for advertising and other services | ||||||||||||||||
$ | $ | $ | $ | |||||||||||||
Year to date ended 6/30/2020 | ||||||||||||||||||||
KFC Division | Pizza Hut Division | Taco Bell Division | Habit Burger Grill Division | Total | ||||||||||||||||
U.S. | ||||||||||||||||||||
Company sales | $ | $ | $ | $ | $ | |||||||||||||||
Franchise revenues | ||||||||||||||||||||
Property revenues | ||||||||||||||||||||
Franchise contributions for advertising and other services | ||||||||||||||||||||
China | ||||||||||||||||||||
Franchise revenues | ||||||||||||||||||||
Other | ||||||||||||||||||||
Company sales | ||||||||||||||||||||
Franchise revenues | ||||||||||||||||||||
Property revenues | ||||||||||||||||||||
Franchise contributions for advertising and other services | ||||||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||
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Year to date ended 6/30/2019 | ||||||||||||||||
KFC Division | Pizza Hut Division | Taco Bell Division | Total | |||||||||||||
U.S. | ||||||||||||||||
Company sales | $ | $ | $ | $ | ||||||||||||
Franchise revenues | ||||||||||||||||
Property revenues | ||||||||||||||||
Franchise contributions for advertising and other services | ||||||||||||||||
China | ||||||||||||||||
Franchise revenues | ||||||||||||||||
Other | ||||||||||||||||
Company sales | ||||||||||||||||
Franchise revenues | ||||||||||||||||
Property revenues | ||||||||||||||||
Franchise contributions for advertising and other services | ||||||||||||||||
$ | $ | $ | $ | |||||||||||||
Contract Liabilities
Our contract liabilities are comprised of unamortized upfront fees received from franchisees. A summary of significant changes to the contract liability balance during 2020 is presented below.
Deferred Franchise Fees | ||||
Balance at December 31, 2019 | $ | |||
Revenue recognized that was included in unamortized upfront fees received from franchisees at the beginning of the period | ( | ) | ||
Increase for upfront fees associated with contracts that became effective during the period, net of amounts recognized as revenue during the period | ||||
Other(a) | ( | ) | ||
Balance at June 30, 2020 | $ | |||
(a) | Primarily includes impact of foreign currency translation. |
We expect to recognize contract liabilities as revenue over the remaining term of the associated franchise agreement as follows:
Less than 1 year | $ | |||
1 - 2 years | ||||
2 - 3 years | ||||
3 - 4 years | ||||
4 - 5 years | ||||
Thereafter | ||||
Total | $ | |||
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Note 9 - Reportable Operating Segments
We identify our operating segments based on management responsibility. The following tables summarize Revenues and Operating Profit for each of our reportable operating segments:
Quarter ended | Year to date | ||||||||||||||
Revenues | 2020 | 2019 | 2020 | 2019 | |||||||||||
KFC Division | $ | $ | $ | $ | |||||||||||
Pizza Hut Division | |||||||||||||||
Taco Bell Division | |||||||||||||||
Habit Burger Grill Division | |||||||||||||||
$ | $ | $ | $ | ||||||||||||
Quarter ended | Year to date | ||||||||||||||
Operating Profit | 2020 | 2019 | 2020 | 2019 | |||||||||||
KFC Division | $ | $ | $ | $ | |||||||||||
Pizza Hut Division | |||||||||||||||
Taco Bell Division | |||||||||||||||
Habit Burger Grill Division | ( | ) | ( | ) | |||||||||||
Corporate and unallocated G&A expenses(a) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Unallocated Company restaurant expenses | ( | ) | |||||||||||||
Unallocated Franchise and property expenses | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Unallocated Refranchising gain (loss) | |||||||||||||||
Unallocated Other income (expense) (See Note 5) | ( | ) | ( | ) | ( | ) | |||||||||
Operating Profit | $ | $ | $ | $ | |||||||||||
Investment income (expense), net(b) | |||||||||||||||
Other pension income (expense) (See Note 10) | ( | ) | ( | ) | ( | ) | |||||||||
Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Income before income taxes | $ | $ | $ | $ | |||||||||||
Our chief operating decision maker (“CODM”) does not consider the impact of Corporate and unallocated amounts when assessing Divisional segment performance. As such, we do not allocate such amounts to our Divisional segments for performance reporting purposes.
(a) | Includes a $ |
(b) |
Note 10 - Pension Benefits
We sponsor qualified and supplemental (non-qualified) noncontributory defined benefit pension plans covering certain full-time salaried and hourly U.S. employees. The most significant of these plans, the YUM Retirement Plan (the “Plan”), is funded. We fund our other U.S. plan as benefits are paid. The Plan and our non-qualified plan in the U.S. are closed to new salaried participants.
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The components of net periodic benefit cost associated with our U.S. pension plans are as follows:
Quarter ended | Year to date | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Service cost | $ | $ | $ | $ | |||||||||||
Interest cost | |||||||||||||||
Expected return on plan assets | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Amortization of net loss | |||||||||||||||
Amortization of prior service cost | |||||||||||||||
Net periodic benefit cost | $ | $ | $ | $ | |||||||||||
Additional loss recognized due to settlements(a) | $ | $ | $ | $ | |||||||||||
(a) | Loss is a result of settlement transactions which exceeded the sum of annual service and interest costs for the applicable plan. These losses were recorded in Other pension (income) expense. |
Note 11 - Short-term Borrowings and Long-term Debt
Short-term Borrowings | 6/30/2020 | 12/31/2019 | ||||||
Current maturities of long-term debt | $ | $ | ||||||
Other | ||||||||
Less current portion of debt issuance costs and discounts | ( | ) | ( | ) | ||||
Short-term borrowings | $ | $ | ||||||
Long-term Debt | ||||||||
Securitization Notes | $ | $ | ||||||
Subsidiary Senior Unsecured Notes | ||||||||
Revolving Facility | ||||||||
Term Loan A Facility | ||||||||
Term Loan B Facility | ||||||||
YUM Senior Unsecured Notes | ||||||||
Finance lease obligations | ||||||||
$ | $ | |||||||
Less debt issuance costs and discounts | ( | ) | ( | ) | ||||
Less current maturities of long-term debt | ( | ) | ( | ) | ||||
Long-term debt | $ | $ | ||||||
Details of our short-term borrowings and long-term debt as of December 31, 2019 can be found within our 2019 Form 10-K. Cash paid for interest during the years to date ended June 30, 2020 and 2019 was $243 million and $253 million, respectively. On March 24, 2020 we borrowed $525 million under our Revolving Facility in order to increase our liquidity position in light of the impacts on our business from the COVID-19 pandemic. This borrowing, together with $425 million borrowed under the Revolving Facility on March 18, 2020 to fund amounts associated with the acquisition of The Habit Restaurants, Inc., resulted in an aggregate of $950 million outstanding under the Revolving Facility as of March 31, 2020. In the second quarter, we made repayments of $375 million under the Revolver Facility that resulted in an outstanding balance of $575 million as of June 30, 2020.
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YUM Senior Unsecured Note Issuance
Note 12 - Derivative Instruments
We use derivative instruments to manage certain of our market risks related to fluctuations in interest rates and foreign currency exchange rates.
Interest Rate Swaps
We have entered into interest rate swaps with the objective of reducing our exposure to interest rate risk for a portion of our variable-rate debt interest payments under our Term Loan B Facility. At both June 30, 2020 and December 31, 2019, our interest rate swaps expiring in July 2021 had notional amounts of $1.55 billion and our interest rate swaps expiring in March 2025 had notional amounts of $1.5 billion. These interest rate swaps are designated cash flow hedges as the changes in the future cash flows of the swaps are expected to offset changes in expected future interest payments on the related variable-rate debt. There were no other interest rate swaps outstanding as of June 30, 2020 or December 31, 2019.
Gains or losses on the interest rate swaps are reported as a component of AOCI and reclassified into Interest expense, net in our Condensed Consolidated Statements of Income in the same period or periods during which the related hedged interest payments affect earnings. Through June 30, 2020, the swaps were highly effective cash flow hedges.
Foreign Currency Contracts
We have entered into foreign currency forward and swap contracts with the objective of reducing our exposure to earnings volatility arising from foreign currency fluctuations associated with certain foreign currency denominated intercompany receivables and payables. The notional amount, maturity date, and currency of these contracts match those of the underlying intercompany receivables or payables. Our foreign currency contracts are designated cash flow hedges as the future cash flows of the contracts are expected to offset changes in intercompany receivables and payables due to foreign currency exchange rate fluctuations.
Gains or losses on the foreign currency contracts are reported as a component of AOCI. Amounts are reclassified from AOCI each quarter to offset foreign currency transaction gains or losses recorded within Other (income) expense when the related intercompany receivables and payables affect earnings due to their functional currency remeasurements. Through June 30, 2020, all foreign currency contracts related to intercompany receivables and payables were highly effective cash flow hedges.
As of June 30, 2020 and December 31, 2019, outstanding foreign currency contracts related to intercompany receivables and payables had total notional amounts of $53 million and $20 million, respectively. These foreign currency forward contracts all have durations that expire in 2020.
As a result of the use of interest rate swaps and foreign currency contracts, the Company is exposed to risk that the counterparties will fail to meet their contractual obligations. To mitigate the counterparty credit risk, we only enter into contracts with major financial institutions carefully selected based upon their credit ratings and other factors, and continually assess the creditworthiness of counterparties. At June 30, 2020, all of the counterparties to our interest rate swaps and foreign currency contracts had investment grade ratings according to the three major ratings agencies. To date, all counterparties have performed in accordance with their contractual obligations.
20
Gains and losses on derivative instruments designated as cash flow hedges recognized in OCI and reclassifications from AOCI into Net Income:
Quarter ended | Year to date | ||||||||||||||||||||||||||||||
Gains/(Losses) Recognized in OCI | (Gains)/Losses Reclassified from AOCI into Net Income | Gains/(Losses) Recognized in OCI | (Gains)/Losses Reclassified from AOCI into Net Income | ||||||||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||
Interest rate swaps | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||
Foreign currency contracts | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
Income tax benefit/(expense) | ( | ) | |||||||||||||||||||||||||||||
As of June 30, 2020, the estimated net loss included in AOCI related to our cash flow hedges that will be reclassified into earnings in the next 12 months is $11 million, based on current LIBOR interest rates.
See Note 13 for the fair value of our derivative assets and liabilities.
Note 13 - Fair Value Disclosures
As of June 30, 2020, the carrying values of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, short-term borrowings, accounts payable and borrowings under our Revolving Facility approximated their fair values because of the short-term nature of these instruments. The fair value of notes receivable, net of allowances, and lease guarantees, less reserves for expected losses, approximates their carrying value. The following table presents the carrying value and estimated fair value of the Company’s debt obligations:
6/30/2020 | 12/31/2019 | ||||||||||||||
Carrying Value | Fair Value (Level 2) | Carrying Value | Fair Value (Level 2) | ||||||||||||
Securitization Notes(a) | $ | $ | $ | $ | |||||||||||
Subsidiary Senior Unsecured Notes(b) | |||||||||||||||
Term Loan A Facility(b) | |||||||||||||||
Term Loan B Facility(b) | |||||||||||||||
YUM Senior Unsecured Notes(b) | |||||||||||||||
(a) | We estimated the fair value of the Securitization Notes by obtaining broker quotes from two separate brokerage firms that are knowledgeable about and, at times, trade these notes. The markets in which the Securitization Notes trade are not considered active markets. |
(b) | We estimated the fair value of the YUM and Subsidiary Senior Unsecured Notes, Term Loan A Facility, and Term Loan B Facility using market quotes and calculations based on market rates. |
Recurring Fair Value Measurements
The Company has interest rate swaps, foreign currency contracts, an investment in Grubhub, Inc. common stock and other investments, all of which are required to be measured at fair value on a recurring basis (See Note 12 for discussion regarding derivative instruments). The following table presents fair values for those assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which the measurements fall.
21
Fair Value | |||||||||||||
Condensed Consolidated Balance Sheet | Level | 6/30/2020 | 12/31/2019 | ||||||||||
Assets | |||||||||||||
Interest Rate Swaps | Prepaid expenses and other current assets | 2 | $ | $ | |||||||||
Foreign Currency Contracts | Prepaid expenses and other current assets | 2 | |||||||||||
Investment in Grubhub, Inc. Common Stock | Prepaid expenses and other current assets | 1 | |||||||||||
Interest Rate Swaps | Other assets | 2 | |||||||||||
Investment in Grubhub, Inc. Common Stock | Other assets | 1 | |||||||||||
Other Investments | Other assets | 1 | |||||||||||
Liabilities | |||||||||||||
Interest Rate Swaps | Accounts payable and other current liabilities | 2 | |||||||||||
Interest Rate Swaps | Other liabilities and deferred credits | 2 | |||||||||||
The fair value of the Company’s foreign currency contracts and interest rate swaps were determined based on the present value of expected future cash flows considering the risks involved, including nonperformance risk, and using discount rates appropriate for the duration based on observable inputs. The fair value of our investment in 2.8 million shares of Grubhub, Inc. common stock we own was determined primarily based on closing market prices for the shares. The other investments primarily include investments in mutual funds, which are used to offset fluctuations for a portion of our deferred compensation liabilities and whose fair values were determined based on the closing market prices of the respective mutual funds as of June 30, 2020 and December 31, 2019.
Note 14 - Contingencies
Lease Guarantees
As a result of having assigned our interest in obligations under real estate leases as a condition to the refranchising of certain Company-owned restaurants, and guaranteeing certain other leases, we are frequently secondarily liable on lease agreements. These leases have varying terms, the latest of which expires in 2065. As of June 30, 2020, the potential amount of undiscounted payments we could be required to make in the event of non-payment by the primary lessee was approximately $450 million. The present value of these potential payments discounted at our pre-tax cost of debt at June 30, 2020, was approximately $375 million. Our franchisees are the primary lessees under the vast majority of these leases. We generally have cross-default provisions with these franchisees that would put them in default of their franchise agreement in the event of non-payment under the lease. We believe these cross-default provisions significantly reduce the risk that we will be required to make payments under these leases, although such risk may not be reduced in the context of a bankruptcy or other similar restructuring of a large franchisee or group of franchisees. The liability recorded for our expected losses under such leases as of June 30, 2020 was not material.
Legal Proceedings
We are subject to various claims and contingencies related to lawsuits, real estate, environmental and other matters arising in the normal course of business. An accrual is recorded with respect to claims or contingencies for which a loss is determined to be probable and reasonably estimable.
Yum! Restaurants India Private Limited (“YRIPL”), a Yum subsidiary that operates KFC and Pizza Hut restaurants in India, is the subject of a regulatory enforcement action in India (the “Action”). The Action alleges, among other things, that KFC International Holdings, Inc. and Pizza Hut International failed to satisfy certain conditions imposed by the Secretariat for Industrial Approval in 1993 and 1994 when those companies were granted permission for foreign investment and operation in India. The conditions at issue include an alleged minimum investment commitment and store build requirements as well as limitations on the remittance of fees outside of India.
The Action originated with a complaint and show cause notice filed in 2009 against YRIPL by the Deputy Director of the Directorate of Enforcement (“DOE”) of the Indian Ministry of Finance following an income tax audit for the years 2002 and 2003. The matter was argued at various hearings in 2015, but no order was issued. Following a change in the incumbent official holding the position of Special Director of DOE (the “Special Director”), the matter resumed in 2018 and several additional hearings were conducted.
22
We are currently engaged in various other legal proceedings and have certain unresolved claims pending, the ultimate liability for which, if any, cannot be determined at this time. However, based upon consultation with legal counsel, we are of the opinion that such proceedings and claims are not expected to have a material adverse effect, individually or in the aggregate, on our Condensed Consolidated Financial Statements.
23
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Introduction and Overview
The following Management's Discussion and Analysis (“MD&A”), should be read in conjunction with the unaudited Condensed Consolidated Financial Statements (“Financial Statements”), the Forward-Looking Statements and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (“2019 Form 10-K”). All Note references herein refer to the Notes to the Financial Statements. Tabular amounts are displayed in millions of U.S. dollars except per share and unit count amounts, or as otherwise specifically identified. Percentages may not recompute due to rounding.
Yum! Brands, Inc. and its Subsidiaries (collectively referred to herein as the “Company,” “YUM,” “we,” “us” or “our”) franchise or operate a system of over 50,000 restaurants in more than 150 countries and territories. At June 30, 2020, 98% of these restaurants were owned and operated by franchisees. The Company’s KFC, Pizza Hut and Taco Bell brands are global leaders of the chicken, pizza and Mexican-style food categories, respectively. The Habit Burger Grill, a concept we acquired on March 18, 2020, is a fast-casual restaurant concept specializing in made-to-order chargrilled burgers, sandwiches and more.
YUM currently consists of four operating segments:
• | The KFC Division which includes our worldwide operations of the KFC concept |
• | The Pizza Hut Division which includes our worldwide operations of the Pizza Hut concept |
• | The Taco Bell Division which includes our worldwide operations of the Taco Bell concept |
• | The Habit Burger Grill Division which includes our worldwide operations of the Habit Burger Grill concept |
Through our Recipe for Growth and Good we intend to unlock the growth potential of our Concepts and YUM, drive increased collaboration across our Concepts and geographies and consistently deliver better customer experiences, improved economics and higher rates of growth. Key enablers include accelerated use of technology and better leverage of our systemwide scale.
Our Recipe for Growth is based on four key drivers:
• | Unrivaled Culture and Talent: Leverage our culture and people capability to fuel brand performance and franchise success |
• | Unmatched Operating Capability: Recruit and equip the best restaurant operators in the world to deliver great customer experiences |
• | Relevant, Easy and Distinctive Brands: Innovate and elevate iconic restaurant brands people trust and champion |
• | Bold Restaurant Development: Drive market and franchise expansion with strong economics and value |
Our Recipe for Good reflects our global citizenship and sustainability strategy and practices, while reinforcing our public commitment to drive socially responsible growth, risk management and sustainable stewardship of our food, planet and people.
We intend for this MD&A to provide the reader with information that will assist in understanding our results of operations, including performance metrics that management uses to assess the Company's performance. Throughout this MD&A, we commonly discuss the following performance metrics:
• | Same-store sales growth is the estimated percentage change in sales of all restaurants that have been open and in the YUM system for one year or more (with the exception of Habit Burger Grill restaurants we recently acquired), including those temporarily closed. From time-to-time restaurants may be temporarily closed due to remodeling or image enhancement, rebuilding, natural disasters, health epidemic or pandemic, landlord disputes or other issues. During the first two quarters of 2020 we had a significant number of restaurants that were temporarily closed including restaurants closed due to government restrictions as of a result of COVID-19. The sales of restaurants we deem temporarily closed remain in our base for purposes of determining same-store sales growth and the restaurants remain in our unit count (see below). We believe same-store sales growth is useful to investors because our results are heavily dependent on the results of our Concepts' existing store base. Additionally, same-store sales growth is reflective of the strength of our Brands, the effectiveness of our operational and advertising initiatives and local economic and consumer trends. |
• | Net new unit growth reflects new unit openings offset by store closures, by us and our franchisees. To determine whether a restaurant meets the definition of a unit we consider whether the restaurant has operations that are ongoing and independent from another YUM unit, serves the primary product of one of our Concepts, operates under a separate franchise agreement (if operated by a franchisee) and has substantial and sustainable sales. We believe net new unit growth is useful to investors because we depend on net new units for a significant portion of our growth. Additionally, net new unit growth is generally reflective of the economic returns to us and our franchisees from opening and operating our Concept restaurants. |
24
• | System sales and System sales excluding the impacts of foreign currency translation (“FX”) reflect the results of all restaurants regardless of ownership, including Company-owned and franchise restaurants. Sales at franchise restaurants typically generate ongoing franchise and license fees for the Company at a rate of 3% to 6% of sales. Franchise restaurant sales are not included in Company sales on the Condensed Consolidated Statements of Income; however, the franchise and license fees are included in the Company’s revenues. We believe System sales growth is useful to investors as a significant indicator of the overall strength of our business as it incorporates our primary revenue drivers, Company and franchise same-store sales as well as net unit growth. |
• | Company restaurant profit (“Restaurant profit”) is defined as Company sales less expenses incurred directly by our Company-owned restaurants in generating Company sales. Company restaurant margin as a percentage of sales is defined as Restaurant profit divided by Company sales. Restaurant profit is useful to investors as it provides a measure of profitability for our Company-owned restaurants. |
In addition to the results provided in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”), the Company provides the following non-GAAP measurements:
• | Diluted Earnings Per Share excluding Special Items (as defined below); |
• | Effective Tax Rate excluding Special Items; |
• | Core Operating Profit. Core Operating Profit excludes Special Items and FX and we use Core Operating Profit for the purposes of evaluating performance internally. |
These non-GAAP measurements are not intended to replace the presentation of our financial results in accordance with GAAP. Rather, the Company believes that the presentation of these non-GAAP measurements provide additional information to investors to facilitate the comparison of past and present operations.
Special Items are not included in any of our Division segment results as the Company does not believe they are indicative of our ongoing operations due to their size and/or nature. Our chief operating decision maker does not consider the impact of Special Items when assessing segment performance.
Certain performance metrics and non-GAAP measurements are presented excluding the impact of FX. These amounts are derived by translating current year results at prior year average exchange rates. We believe the elimination of the FX impact provides better year-to-year comparability without the distortion of foreign currency fluctuations.
Results of Operations
Summary
All comparisons within this summary are versus the same period a year ago.
For the quarter ended June 30, 2020, GAAP diluted EPS decreased 27% to $0.67 per share, and diluted EPS, excluding Special Items, decreased 12% to $0.82 per share.
For the year to date ended June 30, 2020, GAAP diluted EPS decreased 46% to $0.94 per share, and diluted EPS, excluding Special Items, decreased 17% to $1.46 per share.
25
Quarterly Financial highlights:
% Change | |||||
System Sales, ex FX | Same-Store Sales | Net New Units | GAAP Operating Profit | Core Operating Profit | |
KFC Division | (18) | (21) | +6 | (41) | (40) |
Pizza Hut Division | (10) | (9) | (1) | (9) | (8) |
Taco Bell Division | (6) | (8) | +4 | (3) | (3) |
Worldwide(1) | (12) | (15) | +3 | (36) | (25) |
Year to date Financial highlights
% Change | |||||
System Sales, ex FX | Same-Store Sales | Net New Units | GAAP Operating Profit | Core Operating Profit | |
KFC Division | (10) | (15) | +6 | (24) | (22) |
Pizza Hut Division | (10) | (10) | (1) | (15) | (14) |
Taco Bell Division | (1) | (4) | +4 | Even | Even |
Worldwide(1) | (8) | (11) | +3 | (39) | (16) |
(1) | Worldwide system sales ex F/X and net-new units include the benefit of our acquisition of Habit Burger Grill on March 18, 2020. Same-store sales reflects the inclusion of Habit Burger Grill in the prior year base. Operating profit results of Habit Burger Grill for the period subsequent to our acquisition are reflected in the consolidated figures. |
Additionally:
• | Net units declined by 118 for the quarter and increased 223 for the year to date (including our acquisition of Habit Burger Grill in the first quarter of 2020). |
• | During the quarter, we recognized pre-tax income of $84 million related to the change in fair value of our investment in Grubhub, Inc. common stock (“Grubhub”), which added $0.21 to diluted EPS for the quarter. When coupled with $24 million of pre-tax investment income recorded in the second quarter of 2019, which added $0.06 to EPS, our Grubhub investment favorably impacted year-over-year EPS growth by $0.15. |
• | For the year to date ended June 30, 2020, we recognized pre-tax income of $62 million related to the change in fair value of our investment in Grubhub, Inc. common stock, which added $0.15 to diluted EPS for the year to date. When coupled with $4 million of pre-tax investment income for the year to date ended June 30, 2019, which added $0.01 to EPS, our Grubhub investment favorably impacted year-over-year EPS growth by $0.14. |
• | Foreign currency translation unfavorably impacted Divisional Operating Profit for the quarter and year to date by $6 million and $12 million, respectively. |
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Worldwide
GAAP Results
Quarter ended | Year to date | ||||||||||||||||||||||
2020 | 2019 | % B/(W) | 2020 | 2019 | % B/(W) | ||||||||||||||||||
Company sales | $ | 403 | $ | 359 | 12 | $ | 758 | $ | 692 | 10 | |||||||||||||
Franchise and property revenues | 525 | 633 | (17 | ) | 1,121 | 1,245 | (10 | ) | |||||||||||||||
Franchise contributions for advertising and other services | 270 | 318 | (15 | ) | 582 | 627 | (7 | ) | |||||||||||||||
Total revenues | $ | 1,198 | $ | 1,310 | (9 | ) | $ | 2,461 | $ | 2,564 | (4 | ) | |||||||||||
Restaurant profit | $ | 54 | $ | 73 | (25 | ) | $ | 111 | $ | 134 | (16 | ) | |||||||||||
Restaurant margin % | 13.4 | % | 20.0 | % | (6.6 | ) | ppts. | 14.7 | % | 19.2 | % | (4.5 | ) | ppts. | |||||||||
G&A expenses | $ | 259 | $ | 198 | (30 | ) | $ | 467 | $ | 409 | (14 | ) | |||||||||||
Franchise and property expenses | 36 | 38 | 5 | 94 | 81 | (17 | ) | ||||||||||||||||
Franchise advertising and other services expense | 264 | 315 | 16 | 574 | 616 | 7 | |||||||||||||||||
Refranchising (gain) loss | (8 | ) | (4 | ) | 82 | (21 | ) | (10 | ) | NM | |||||||||||||
Other (income) expense | (2 | ) | 6 | NM | 150 | 6 | NM | ||||||||||||||||
Operating Profit | $ | 300 | $ | 471 | (36 | ) | $ | 550 | $ | 904 | (39 | ) | |||||||||||
Investment (income) expense, net | $ | (91 | ) | $ | (25 | ) | NM | $ | (57 | ) | $ | (9 | ) | NM | |||||||||
Other pension (income) expense | 2 | — | NM | 5 | 3 | (57 | ) | ||||||||||||||||
Interest expense, net | 132 | 119 | (10 | ) | 250 | 234 | (7 | ) | |||||||||||||||
Income tax provision | 51 | 88 | 42 | 63 | 125 | 50 | |||||||||||||||||
Net Income | $ | 206 | $ | 289 | (29 | ) | $ | 289 | $ | 551 | (48 | ) | |||||||||||
Diluted EPS(a) | $ | 0.67 | $ | 0.92 | (27 | ) | $ | 0.94 | $ | 1.75 | (46 | ) | |||||||||||
Effective tax rate | 19.8 | % | 23.3 | % | 3.5 | ppts. | 17.8 | % | 18.5 | % | 0.7 | ppts. | |||||||||||
(a) | See Note 3 for the number of shares used in this calculation. |
Performance Metrics
Unit Count | 6/30/2020 | 6/30/2019 | % Increase (Decrease) | ||||||
Franchise | 49,249 | 47,910 | 3 | ||||||
Company-owned | 1,144 | 859 | 33 | ||||||
Total | 50,393 | 48,769 | 3 | ||||||
Quarter ended | Year to date | ||||||||
2020 | 2019 | 2020 | 2019 | ||||||
Same-store Sales Growth (Decline) % | (15 | ) | 5 | (11 | ) | 4 | |||
System Sales Growth (Decline) %, reported | (14 | ) | 7 | (9 | ) | 5 | |||
System Sales Growth (Decline) %, excluding FX | (12 | ) | 10 | (8 | ) | 9 | |||
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Our system sales breakdown by Company and franchise sales was as follows:
Quarter ended | Year to date | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Consolidated | ||||||||||||||||
Company sales(a) | $ | 403 | $ | 359 | $ | 758 | $ | 692 | ||||||||
Franchise sales | 10,312 | 12,114 | 21,651 | 23,965 | ||||||||||||
System sales | 10,715 | 12,473 | 22,409 | 24,657 | ||||||||||||
Foreign Currency Impact on System sales(b) | (214 | ) | N/A | (391 | ) | N/A | ||||||||||
System sales, excluding FX | $ | 10,929 | $ | 12,473 | $ | 22,800 | $ | 24,657 | ||||||||
KFC Division | ||||||||||||||||
Company sales(a) | $ | 86 | $ | 135 | $ | 216 | $ | 260 | ||||||||
Franchise sales | 5,202 | 6,513 | 11,359 | 12,935 | ||||||||||||
System sales | 5,288 | 6,648 | 11,575 | 13,195 | ||||||||||||
Foreign Currency Impact on System sales(b) | (172 | ) | N/A | (314 | ) | N/A | ||||||||||
System sales, excluding FX | $ | 5,460 | $ | 6,648 | $ | 11,889 | $ | 13,195 | ||||||||
Pizza Hut Division | ||||||||||||||||
Company sales(a) | $ | 19 | $ | 11 | $ | 37 | $ | 22 | ||||||||
Franchise sales | 2,734 | 3,087 | 5,517 | 6,207 | ||||||||||||
System sales | 2,753 | 3,098 | 5,554 | 6,229 | ||||||||||||
Foreign Currency Impact on System sales(b) | (40 | ) | N/A | (74 | ) | N/A | ||||||||||
System sales, excluding FX | $ | 2,793 | $ | 3,098 | $ | 5,628 | $ | 6,229 | ||||||||
Taco Bell Division | ||||||||||||||||
Company sales(a) | $ | 194 | $ | 213 | $ | 392 | $ | 410 | ||||||||
Franchise sales | 2,370 | 2,514 | 4,768 | 4,823 | ||||||||||||
System sales | 2,564 | 2,727 | 5,160 | 5,233 | ||||||||||||
Foreign Currency Impact on System sales(b) | (2 | ) | N/A | (3 | ) | N/A | ||||||||||
System sales, excluding FX | $ | 2,566 | $ | 2,727 | $ | 5,163 | $ | 5,233 | ||||||||
Habit Burger Grill Division | ||||||||||||||||
Company sales(a) | $ | 104 | N/A | $ | 113 | N/A | ||||||||||
Franchise sales | 6 | N/A | 7 | N/A | ||||||||||||
System sales | 110 | N/A | 120 | N/A | ||||||||||||
Foreign Currency Impact on System sales(b) | — | N/A | — | N/A | ||||||||||||
System sales, excluding FX | $ | 110 | N/A | $ | 120 | N/A | ||||||||||
(a) | Company sales represents sales from our Company-operated stores as presented on our Condensed Consolidated Statements of Income. |
(b) | The foreign currency impact on System sales is presented in relation only to the immediately preceding year presented. When determining applicable System sales growth percentages, the System sales excluding FX for the current year should be compared to the prior year System sales. |
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Non-GAAP Items | ||||||||||||
Non-GAAP Items, along with the reconciliation to the most comparable GAAP financial measure, as presented below. | ||||||||||||
Quarter ended | Year to date | |||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||
Core Operating Profit Growth (Decline) % | (25 | ) | 18 | (16 | ) | 15 | ||||||
Diluted EPS Growth (Decline) %, excluding Special Items | (12 | ) | 15 | (17 | ) | 2 | ||||||
Effective Tax Rate excluding Special Items | 18.8 | % | 23.7 | % | 18.7 | % | 18.7 | % | ||||
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Quarter ended | Year to date | |||||||||||||||
Detail of Special Items | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Refranchising gain (loss)(a) | $ | 3 | $ | 4 | $ | 6 | $ | 10 | ||||||||
Costs associated with acquisition and integration of Habit Burger Grill (See Note 2) | (3 | ) | — | (9 | ) | — | ||||||||||
Impairment of Habit Burger Grill goodwill (See Note 2) | — | — | (139 | ) | — | |||||||||||
Unlocking Opportunity Initiative contribution(b) | (50 | ) | — | (50 | ) | — | ||||||||||
Other Special Items Expense(c) | (4 | ) | (9 | ) | (7 | ) | (11 | ) | ||||||||
Special Items Expense - Operating Profit | (54 | ) | (5 | ) | (199 | ) | (1 | ) | ||||||||
Interest expense, net(c) | — | (2 | ) | — | (2 | ) | ||||||||||
Special Items Expense before Income Taxes | (54 | ) | (7 | ) | (199 | ) | (3 | ) | ||||||||
Tax Benefit on Special Items(d) | 7 | 3 | 40 | 2 | ||||||||||||
Special Items Expense, net of tax | $ | (47 | ) | $ | (4 | ) | $ | (159 | ) | $ | (1 | ) | ||||
Average diluted shares outstanding | 307 | 314 | 307 | 314 | ||||||||||||
Special Items diluted EPS | $ | (0.15 | ) | $ | (0.01 | ) | $ | (0.52 | ) | $ | (0.01 | ) | ||||
Reconciliation of GAAP Operating Profit to Core Operating Profit | ||||||||||||||||
Consolidated | ||||||||||||||||
GAAP Operating Profit | $ | 300 | $ | 471 | $ | 550 | $ | 904 | ||||||||
Special Items Expense | (54 | ) | (5 | ) | (199 | ) | (1 | ) | ||||||||
Foreign Currency Impact on Divisional Operating Profit(e) | (6 | ) | N/A | (12 | ) | N/A | ||||||||||
Core Operating Profit | $ | 360 | $ | 476 | $ | 761 | $ | 905 | ||||||||
KFC Division | ||||||||||||||||
GAAP Operating Profit | $ | 153 | $ | 261 | $ | 377 | $ | 497 | ||||||||
Foreign Currency Impact on Divisional Operating Profit(e) | (5 | ) | N/A | (10 | ) | N/A | ||||||||||
Core Operating Profit | $ | 158 | $ | 261 | $ | 387 | $ | 497 | ||||||||
Pizza Hut Division | ||||||||||||||||
GAAP Operating Profit | $ | 87 | $ | 96 | $ | 163 | $ | 193 | ||||||||
Foreign Currency Impact on Divisional Operating Profit(e) | (1 | ) | N/A | (2 | ) | N/A | ||||||||||
Core Operating Profit | $ | 88 | $ | 96 | $ | 165 | $ | 193 | ||||||||
Taco Bell Division | ||||||||||||||||
GAAP Operating Profit | $ | 154 | $ | 159 | $ | 298 | $ | 297 | ||||||||
Foreign Currency Impact on Divisional Operating Profit(e) | — | N/A | — | N/A | ||||||||||||
Core Operating Profit | $ | 154 | $ | 159 | $ | 298 | $ | 297 | ||||||||
Habit Burger Grill Division | ||||||||||||||||
GAAP Operating Profit | $ | (6 | ) | N/A | $ | (8 | ) | N/A | ||||||||
Foreign Currency Impact on Divisional Operating Profit(e) | — | N/A | — | N/A | ||||||||||||
Core Operating Profit | $ | (6 | ) | N/A | $ | (8 | ) | N/A | ||||||||
Reconciliation of Diluted EPS to Diluted EPS excluding Special Items | ||||||||||||||||
Diluted EPS | $ | 0.67 | $ | 0.92 | $ | 0.94 | $ | 1.75 | ||||||||
Special Items Diluted EPS | (0.15 | ) | (0.01 | ) | (0.52 | ) | (0.01 | ) | ||||||||
Diluted EPS excluding Special Items | $ | 0.82 | $ | 0.93 | $ | 1.46 | $ | 1.76 | ||||||||
Reconciliation of GAAP Effective Tax Rate to Effective Tax Rate excluding Special Items | ||||||||||||||||
GAAP Effective Tax Rate | 19.8 | % | 23.3 | % | 17.8 | % | 18.5 | % | ||||||||
Impact on Tax Rate as a result of Special Items(d) | 1.0 | % | (0.4 | )% | (0.9 | )% | (0.2 | )% | ||||||||
Effective Tax Rate excluding Special Items | 18.8 | % | 23.7 | % | 18.7 | % | 18.7 | % | ||||||||
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(a) | We have reflected as Special Items those refranchising gains and losses that were recorded in connection with our previously announced plans to have at least 98% franchise restaurant ownership by the end of 2018. As such, refranchising gains and losses recorded during the quarters and years to date ended June 30, 2020 and 2019 as Special Items primarily include true-ups to refranchising gains and losses recorded prior to December 31, 2018. |
During the quarters ended June 30, 2020 and 2019, we recorded net refranchising gains of $3 million and $4 million, respectively, that have been reflected as Special Items. During the years to date ended June 30, 2020 and 2019, we recorded net refranchising gains of $6 and $10 million, respectively, that have been reflected as Special Items.
Additionally, during the quarter and year to date ended June 30, 2020 we recorded refranchising gains of $5 million and $15 million, respectively, that have not been reflected as a Special Item. These gains relate to refranchising of restaurants in 2020 that were not part of our aforementioned plans to achieve 98% franchise ownership.
(b) | On June 24, 2020, the YUM! Brands, Inc. Board of Directors approved the establishment of the Company’s new global “Unlocking Opportunity Initiative” including a $100 million investment over the next five years to fight inequality by unlocking opportunities for employees, restaurant team members and communities. The Company contributed $50 million in the quarter ended June 30, 2020 to Yum! Brands Foundation, Inc. (a stand-alone, not-for-profit organization that is not consolidated in the Company's results) as part of these efforts and investment. As a result of the size and specific nature of this contribution we have reflected the associated expense as a Special Item. |
(c) | During the quarter ended June 30, 2019, we recorded charges of $8 million and $2 million to Other (income) expense and Interest expense, net, respectively, related to cash payments in excess of our recorded liability to settle contingent consideration associated with our 2013 acquisition of the KFC Turkey and Pizza Hut Turkey businesses. Consistent with prior adjustments to the recorded contingent consideration, we have reflected this as a Special Item. |
(d) | Tax Expense on Special Items was determined based upon the impact of the nature, as well as the jurisdiction of the respective individual components within Special Items. Additionally, we increased our Income tax provision by $5 million in the quarter ended June 30, 2020 to record a reserve against the tax recorded on a prior year divestiture, the effects of which were previously recorded as a Special Item. |
(e) | The foreign currency impact on reported Operating Profit is presented in relation only to the immediately preceding year presented. When determining applicable Core Operating Profit growth percentages, the Core Operating Profit for the current year should be compared to the prior year GAAP Operating Profit adjusted only for any prior year Special Items Income (Expense). |
Items Impacting Current Quarter and Expected to Impact Future Results
The following items impacted reported results in 2020 and/or 2019 and/or are expected to impact future results. See also the Detail of Special Items section of this MD&A for other items similarly impacting results.
COVID-19
In late 2019, a novel strain of coronavirus, COVID-19, was first detected. In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of COVID-19 including restrictions on travel outside the home and other limitations on business and other activities as well as encouraging social distancing. As a result of COVID-19, we and our franchisees have experienced significant store closures and instances of reduced store-level operations, including reduced operating hours and dining-room closures.
Our results were significantly impacted by the impacts of COVID-19 in the quarter and year to date ended June 30, 2020 as evidenced by our worldwide same-store sales declines of 15% and 11%, respectively. The impact on our sales in each of our markets was dependent on the timing, severity and duration of the outbreak, as well as our reliance on dine-in sales in the market. Overall, our sales declines have been primarily driven by temporary store closures, which peaked in early April at about 11,000 restaurants. We then experienced a consistent pace of reopening until mid-June when approximately 5,000 restaurants, or 10% of our global system, remained closed. As of the date of this filing less than 2,500 restaurants remain fully closed, which means roughly 95% of our system is open for business in full or limited capacity. These closed restaurants are dispersed around the globe, with about 70% located in malls, transportation centers, airports and other, similar locations.
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Our KFC Division was most impacted by COVID-19 in the quarter ended June 30, 2020, experiencing a 21% same-store sales decline largely due to temporary store closures. KFC started the quarter with 5,000 restaurants temporarily closed due to the COVID-19 pandemic, peaked in mid-April with about 6,000 closures, and ended the second quarter with about 95% of stores open. Sales trends improved from early April through the second quarter generally in line with the rate of store reopens.
The Pizza Hut Division experienced a 9% same-store sales decline during the quarter ended June 30, 2020. Pizza Hut started the quarter with over 3,500 restaurants temporarily closed due to the COVID-19 pandemic. Closures then peaked in mid-April with about 4,000 restaurants temporarily closed. By the end of the second quarter, about 87% of Pizza Hut restaurants were open, with Pizza Hut U.S. Express stores representing half of the remaining closures. In general, Pizza Hut markets that operate a dine-in segment, have significant stores in malls or transport hubs, or have Express units, have been most impacted by closures and government restrictions. While the effect has been partly offset by increases in delivery and carry-out demand, the net impact globally to Pizza Hut Division has been a headwind.
The Taco Bell Division experienced an 8% same-store sales decline during the quarter ended June 30, 2020 largely due to store closures as well as lower breakfast and late-night sales. Taco Bell temporary closures peaked at 500 at the end of the first quarter and 100 restaurants had reopened by mid-April. By the end of the second quarter, about 97% of Taco Bell units were at least partially open.
Overall, same-store sales for open stores stabilized in June a few points short of flat, despite the majority of our dining rooms still remaining closed. Those trends have continued through the date of this filing. The COVID-19 situation is ongoing, and its dynamic nature makes it difficult to forecast any impacts on the Company’s remaining 2020 results. Recently, COVID-19 cases have been increasing in the U.S. and certain other regions of the world, which has resulted in some governmental authorities re-imposing restrictions on business and other activities that were previously lifted or reduced. The ultimate pace of recovery will largely depend on the pace of restaurant reopenings and the continuation of current sales trends and we expect continuing adverse impacts from COVID-19.
In light of COVID-19 we have taken steps to bolster our cash and liquidity positions as discussed in the Liquidity and Capital Resources section of this MD&A. We have also enacted programs to assess and refine our non-essential expenses and capital spend, including eliminating most travel and in-person meetings and instituting a hiring freeze. As 98% of our restaurants are operated by approximately 2,000 independent franchisees across the world, we are also closely monitoring the impact of COVID-19 on our franchisees’ financial condition. We are assisting our franchisees with navigating business continuity and assisting them with access to all available sources of economic support, including but not limited to YUM-provided sources. To help our franchise partners, we are providing assistance to those who are in good standing and need more access to capital, primarily through deferrals of capital obligations for remodels and new development. Additionally, where necessary we are providing grace periods for certain near-term payments due to YUM. The grace periods generally provide franchisees who face cash flow constraints an additional 60 days to pay certain of their period or monthly royalty payments. As of June 30, 2020, outstanding payments due to YUM under these grace periods were approximately $60 million with the vast majority of these amounts coming due in the current year.
The Habit Restaurants, Inc. Acquisition
On March 18, 2020 we acquired The Habit Restaurants, Inc. for total cash consideration of $408 million, net of cash acquired. We have reflected the ongoing results of Habit Burger Grill’s operations from March 18, 2020 through June 30, 2020 in our Financial Statements. These ongoing results had an insignificant impact on our consolidated results of operations. Additionally, we have included the system sales of Habit Burger Grill for the period from March 18, 2020 through June 30, 2020 in our consolidated system sales and reflected Habit Burger Grill’s same-store sales results for this same period in our consolidated same-store sales results, as applicable, for both the quarter and year to date ended June 30, 2020. Second quarter consolidated system sales growth increased 1% due to the inclusion of Habit Burger Grill while same-store sales results were not significantly impacted.
As a result of the impacts of COVID-19 on the results of Habit Burger Grill’s operations, as well as general market conditions, we recorded an after-tax impairment charge of $107 million in the first quarter of 2020 related to the goodwill arising from the preliminary purchase price allocation associated with the acquisition. We have reflected this impairment as a Special Item, resulting in a Special Item EPS charge for the year to date ended June 30, 2020 of approximately $0.35. See Note 2.
32
Franchise Bad Debt Expense
During the quarter and year to date ended June 30, 2020 we recognized bad debt expense of $13 million and $42 million, respectively, related to short-term accounts receivable due from our franchisees for royalties, rent and other services we provide. These amounts represented increases versus the quarter and year to date ended June 30, 2019 of $11 million and $33 million, respectively. The increases, primarily reflected within Franchise and property expenses, were primarily attributable to our KFC Division due to financial hardships encountered by certain franchisees located outside the U.S., largely due to temporary store closures.
Within our Pizza Hut Division, we saw significant recoveries of previously reserved receivables from our U.S. franchisees in the quarter ended June 30, 2020 as franchisee sales and profitability levels improved. These recoveries were partially offset by reserves on amounts due from NPC International, Inc. (“NPC”). NPC, our largest Pizza Hut U.S. franchisee, who owns approximately 1,200 units or 17% of the Pizza Hut U.S. system as of June 30, 2020, filed voluntary petitions on July 1, 2020 to restructure under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas.
We continue to believe that the transition of the Pizza Hut U.S. system to a more delivery-focused and modern estate will optimize our ability to grow the Pizza Hut U.S. system going forward. However, we could see impacts to our near-term results as we work through the NPC bankruptcy and other transitions of the estate and of certain franchise stores to new franchisees. It is uncertain as to how COVID-19 will ultimately impact these transitions and our Pizza Hut U.S. system. These impacts could include expense related to further bad debts and payments we may be required to make with regard to franchisee lease obligations for which we remain secondarily liable. Additionally, Pizza Hut U.S. system sales could be negatively impacted by decreased system advertising spend due to lower franchisee contributions and closures of underperforming units, including certain units that are largely dine-in focused. Given the fluid nature of issues surrounding our Pizza Hut U.S. franchisees the potential impact to the Company’s 2020 results is difficult to forecast.
While we continue to pursue payments from any franchisee whose receivables we have currently reserved, the amount, if any, and timing of such payments is uncertain, particularly in light of the potential impacts on their financial condition from COVID-19.
Investment in Grubhub, Inc. (“Grubhub”)
For the quarters ended June 30, 2020 and 2019, we recognized pre-tax income of $84 million and $24 million, respectively, related to changes in fair value in our investment in Grubhub common stock. For the years to date ended June 30, 2020 and 2019, we recognized pre-tax income of $62 million and $4 million, respectively, related to changes in fair value in our investment in Grubhub. See Note 13 for further discussion of our investment in Grubhub.
KFC Division
The KFC Division has 24,390 units, 84% of which are located outside the U.S. Additionally, 99% of the KFC Division units were operated by franchisees as of June 30, 2020.
33
Quarter ended | Year to date | |||||||||||||||||||||||||||||||
% B/(W) | % B/(W) | |||||||||||||||||||||||||||||||
2020 | 2019 | Reported | Ex FX | 2020 | 2019 | Reported | Ex FX | |||||||||||||||||||||||||
System Sales | $ | 5,288 | $ | 6,648 | (20 | ) | (18 | ) | $ | 11,575 | $ | 13,195 | (12 | ) | (10 | ) | ||||||||||||||||
Same-Store Sales Growth (Decline) % | (21 | ) | 6 | N/A | N/A | (15 | ) | 5 | N/A | N/A | ||||||||||||||||||||||
Company sales | $ | 86 | $ | 135 | (36 | ) | (31 | ) | $ | 216 | $ | 260 | (17 | ) | (13 | ) | ||||||||||||||||
Franchise and property revenues | 251 | 332 | (24 | ) | (22 | ) | 566 | 655 | (14 | ) | (11 | ) | ||||||||||||||||||||
Franchise contributions for advertising and other services | 72 | 117 | (38 | ) | (35 | ) | 193 | 235 | (18 | ) | (15 | ) | ||||||||||||||||||||
Total revenues | $ | 409 | $ | 584 | (30 | ) | (27 | ) | $ | 975 | $ | 1,150 | (15 | ) | (12 | ) | ||||||||||||||||
Restaurant profit | $ | 3 | $ | 22 | (89 | ) | (90 | ) | $ | 18 | $ | 39 | (55 | ) | (54 | ) | ||||||||||||||||
Restaurant margin % | 2.7 | % | 15.8 | % | (13.1 | ) | ppts. | (13.5 | ) | ppts. | 8.1 | % | 15.0 | % | (6.9 | ) | ppts. | (7.1 | ) | ppts. | ||||||||||||
G&A expenses | $ | 70 | $ | 75 | 6 | 3 | $ | 143 | $ | 153 | 6 | 4 | ||||||||||||||||||||
Franchise and property expenses | 29 | 19 | (52 | ) | (61 | ) | 62 | 47 | (32 | ) | (37 | ) | ||||||||||||||||||||
Franchise advertising and other services expense | 70 | 116 | 40 | 37 | 190 | 232 | 18 | 15 | ||||||||||||||||||||||||
Operating Profit | $ | 153 | $ | 261 | (41 | ) | (40 | ) | $ | 377 | $ | 497 | (24 | ) | (22 | ) | ||||||||||||||||
% Increase (Decrease) | ||||||||||||
Unit Count | 6/30/2020 | 6/30/2019 | ||||||||||
Franchise | 24,063 | 22,789 | 6 | |||||||||
Company-owned | 327 | 329 | (1 | ) | ||||||||
Total | 24,390 | 23,118 | 6 | |||||||||
34
Company sales and Restaurant margin percentage
The quarterly and year to date decreases in Company sales, excluding the impacts of foreign currency translation, were driven by company same-store sales declines of 31% and 14% for the quarter and year to date, respectively, and refranchising, partially offset by net new unit growth.
The quarterly and year to date decreases in Restaurant margin percentage were driven by same-store sales declines and increased cost of labor, including one-time bonuses and other costs incurred as a result of COVID-19.
Franchise and property revenues
The quarterly and year to date decreases in Franchise and property revenues, excluding the impacts of foreign currency translation, were driven by franchise same-store sales declines of 21% and 15% for the quarter and year to date, respectively, partially offset by net new unit growth.
G&A
The quarterly decrease in G&A, excluding the impacts of foreign currency translation, was driven by lower travel related costs.
The year to date decrease in G&A, excluding the impacts of foreign currency translation, was driven by lower travel related costs and lower expense related to our deferred and incentive compensation programs.
Operating Profit
The quarterly and year to date decreases in Operating Profit, excluding the impacts of foreign currency translation, were driven by same-store sales declines, higher Franchise and property expenses due to increased provisions for past due receivables and the write-off of software no longer being used, partially offset by net new unit growth and lower G&A.
Pizza Hut Division
The Pizza Hut Division has 18,326 units, 61% of which are located outside the U.S. The Pizza Hut Division uses multiple distribution channels including delivery, dine-in and express (e.g. airports) and includes units operating under both the Pizza Hut and Telepizza brands. Additionally, over 99% of the Pizza Hut Division units were operated by franchisees as of June 30, 2020.
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Quarter ended | Year to date | |||||||||||||||||||||||||||||||
% B/(W) | % B/(W) | |||||||||||||||||||||||||||||||
2020 | 2019 | Reported | Ex FX | 2020 | 2019 | Reported | Ex FX | |||||||||||||||||||||||||
System Sales | $ | 2,753 | $ | 3,098 | (11 | ) | (10 | ) | $ | 5,554 | $ | 6,229 | (11 | ) | (10 | ) | ||||||||||||||||
Same-Store Sales Growth (Decline) % | (9 | ) | 2 | N/A | N/A | (10 | ) | 1 | N/A | N/A | ||||||||||||||||||||||
Company sales | $ | 19 | $ | 11 | 71 | 76 | $ | 37 | $ | 22 | 66 | 70 | ||||||||||||||||||||
Franchise and property revenues | 126 | 143 | (12 | ) | (11 | ) | 259 | 288 | (10 | ) | (10 | ) | ||||||||||||||||||||
Franchise contributions for advertising and other services | 90 | 92 | (1 | ) | — | 174 | 179 | (2 | ) | (2 | ) | |||||||||||||||||||||
Total revenues | $ | 235 | $ | 246 | (4 | ) | (3 | ) | $ | 470 | $ | 489 | (4 | ) | (3 | ) | ||||||||||||||||
Restaurant profit | $ | 1 | $ | 1 | NM | NM | $ | — | $ | 1 | (49 | ) | (49 | ) | ||||||||||||||||||
Restaurant margin % | 4.5 | % | 1.6 | % | 2.9 | ppts. | 2.8 | ppts. | 0.8 | % | 2.7 | % | (1.9 | ) | ppts. | (1.9 | ) | ppts. | ||||||||||||||
G&A expenses | $ | 44 | $ | 44 | (2 | ) | (3 | ) | $ | 90 | $ | 91 | — | — | ||||||||||||||||||
Franchise and property expenses | 1 | 9 | 89 | 86 | 13 | 14 | 6 | 3 | ||||||||||||||||||||||||
Franchise advertising and other services expense | 87 | 89 | 2 | 2 | 171 | 172 | 1 | 1 | ||||||||||||||||||||||||
Operating Profit | $ | 87 | $ | 96 | (9 | ) | (8 | ) | $ | 163 | $ | 193 | (15 | ) | (14 | ) | ||||||||||||||||
% Increase (Decrease) | ||||||||||||
Unit Count | 6/30/2020 | 6/30/2019 | ||||||||||
Franchise | 18,229 | 18,459 | (1 | ) | ||||||||
Company-owned | 97 | 56 | 73 | |||||||||
Total | 18,326 | 18,515 | (1 | ) | ||||||||
Company sales
The quarterly and year to date increases in Company sales, excluding the impacts of foreign currency translation, were driven by the acquisition of stores in the UK in the quarter ended September 30, 2019 and company same-store sales growth of 2%, partially offset by refranchising.
Franchise and property revenues
The quarterly and year to date decreases in Franchise and property revenues, excluding the impacts of foreign currency translation, were driven by franchise same-store sales declines of 9% and 10%, respectively.
G&A
The quarterly increase in G&A, excluding the impacts of foreign currency translation, was driven by higher headcount and higher expenses related to our deferred compensation program, partially offset by lower travel related costs and lower expenses related to our incentive compensation program.
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G&A was flat for the year to date with prior year as the impact of lower expenses related to our deferred and incentive compensation programs and lower travel related costs was offset by the unfavorable impact of higher headcount.
Operating Profit
The quarterly decrease in Operating Profit, excluding the impacts of foreign currency translation, was driven by same-store sales declines and net new unit declines, partially offset by recoveries on past due receivables.
The year to date decrease in Operating Profit, excluding the impacts of foreign currency translation, was driven by same-store sales declines, net new unit declines, and higher provisions for past due receivables.
Taco Bell Division
The Taco Bell Division has 7,400 units, the vast majority of which are in the U.S. The Company owned 7% of the Taco Bell units in the U.S. as of June 30, 2020.
Quarter ended | Year to date | |||||||||||||||||||||||||||||||
% B/(W) | % B/(W) | |||||||||||||||||||||||||||||||
2020 | 2019 | Reported | Ex FX | 2020 | 2019 | Reported | Ex FX | |||||||||||||||||||||||||
System Sales | $ | 2,564 | $ | 2,727 | (6 | ) | (6 | ) | $ | 5,160 | $ | 5,233 | (1 | ) | (1 | ) | ||||||||||||||||
Same-Store Sales Growth % | (8 | ) | 7 | N/A | N/A | (4 | ) | 6 | N/A | N/A | ||||||||||||||||||||||
Company sales | $ | 194 | $ | 213 | (9 | ) | (9 | ) | $ | 392 | $ | 410 | (4 | ) | (4 | ) | ||||||||||||||||
Franchise and property revenues | 147 | 158 | (7 | ) | (6 | ) | 295 | 302 | (2 | ) | (2 | ) | ||||||||||||||||||||
Franchise contributions for advertising and other services | 108 | 109 | (2 | ) | (2 | ) | 215 | 213 | — | — | ||||||||||||||||||||||
Total revenues | $ | 449 | $ | 480 | (7 | ) | (7 | ) | $ | 902 | $ | 925 | (3 | ) | (2 | ) | ||||||||||||||||
Restaurant profit | $ | 47 | $ | 50 | (6 | ) | (6 | ) | $ | 92 | $ | 94 | (2 | ) | (2 | ) | ||||||||||||||||
Restaurant margin % | 24.5 | % | 23.6 | % | 0.9 | ppts. | 0.9 | ppts. | 23.5 | % | 22.8 | % | 0.7 | ppts. | 0.7 | ppts. | ||||||||||||||||
G&A expenses | $ | 37 | $ | 41 | 10 | 10 | $ | 75 | $ | 84 | 11 | 11 | ||||||||||||||||||||
Franchise and property expenses | 5 | 8 | 38 | 38 | 16 | 17 | 5 | 5 | ||||||||||||||||||||||||
Franchise advertising and other services expense | 107 | 110 | 3 | 3 | 213 | 212 | (1 | ) | (1 | ) | ||||||||||||||||||||||
Operating Profit | $ | 154 | $ | 159 | (3) | (3) | $ | 298 | $ | 297 | — | — | ||||||||||||||||||||
% Increase (Decrease) | ||||||||||||
Unit Count | 6/30/2020 | 6/30/2019 | ||||||||||
Franchise | 6,927 | 6,662 | 4 | |||||||||
Company-owned | 473 | 474 | — | |||||||||
Total | 7,400 | 7,136 | 4 | |||||||||
Company sales and Restaurant margin percentage
The quarterly and year to date decreases in Company sales were driven by same-store sales declines of 9% and 5% for the quarter and year to date, respectively, and refranchising partially offset by net new unit growth.
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The quarterly and year to date increases in restaurant margin percentage were driven by the favorable impact of higher guest check, lower restaurant operating costs such as labor costs and repairs and maintenance due to dining room closures as a result of COVID-19, partially offset by transaction declines and a COVID-19 related bonus for restaurant employees in the quarter ended June 30, 2020.
Franchise and property revenues
The quarterly and year to date decreases in Franchise and property revenues were driven by franchise same-store sales declines of 8% and 4%, respectively, offset by net new unit growth.
G&A
The quarterly decrease in G&A was driven by lower travel related costs and lower expenses related to our incentive compensation program offset by higher expenses related to our deferred compensation program.
The year to date decrease in G&A was driven by lower travel related costs and lower expenses related to our deferred and incentive compensation programs.
Operating Profit
The quarterly decrease in Operating Profit, excluding the impact of foreign currency translation, was driven by same-store sales declines offset by lower G&A, net new unit growth and lower franchise and property expenses.
Operating Profit was flat for the year, excluding the impact of foreign currency translation, driven by lower G&A and net new unit growth offset by same-store sales declines.
Habit Burger Grill Division
The Habit Burger Grill Division has 277 units, the vast majority of which are in the U.S. The Company owned 91% of the Habit Burger Grill units in the U.S. as of June 30, 2020. During the quarter ended June 30, 2020 we opened 2 gross new restaurants in the U.S. and reported a same-store sales decline of 18%. Total revenues and Operating loss were $105 million and $6 million, respectively, for the quarter ended June 30, 2020.
Corporate & Unallocated
Quarter ended | Year to date | |||||||||||||||||||||||
(Expense) / Income | 2020 | 2019 | % B/(W) | 2020 | 2019 | % B/(W) | ||||||||||||||||||
Corporate and unallocated G&A | $ | (98 | ) | $ | (38 | ) | (151 | ) | $ | (148 | ) | $ | (81 | ) | (81 | ) | ||||||||
Unallocated Company restaurant expenses | — | — | NM | (1 | ) | — | NM | |||||||||||||||||
Unallocated Franchise and property expenses | (1 | ) | (2 | ) | 26 | (3 | ) | (3 | ) | (7 | ) | |||||||||||||
Unallocated Refranchising gain (loss) | 8 | 4 | 82 | 21 | 10 | NM | ||||||||||||||||||
Unallocated Other income (expense) | 3 | (9 | ) | NM | (149 | ) | (9 | ) | NM | |||||||||||||||
Investment income (expense), net (See Note 9) | 91 | 25 | NM | 57 | 9 | NM | ||||||||||||||||||
Other pension income (expense) (See Note 10) | (2 | ) | — | NM | (5 | ) | (3 | ) | (57 | ) | ||||||||||||||
Interest expense, net | (132 | ) | (119 | ) | (10) | (250 | ) | (234 | ) | (7 | ) | |||||||||||||
Income tax provision (See Note 7) | (51 | ) | (88 | ) | 42 | (63 | ) | (125 | ) | 50 | ||||||||||||||
Effective tax rate (See Note 7) | 19.8 | % | 23.3 | % | 3.5 | ppts. | 17.8 | % | 18.5 | % | 0.7 | ppts. | ||||||||||||
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Corporate and unallocated G&A
The quarterly increase in Corporate and unallocated G&A expense was driven by a charitable contribution of $50 million related to our “Unlocking Opportunity Initiative,” (see Note 9), professional fees associated with the acquisition of The Habit Burger Grill and higher expenses related to our deferred compensation program.
The year to date increase in Corporate and unallocated G&A expense was driven by a charitable contribution of $50 million related to our “Unlocking Opportunity Initiative,” higher professional fees associated with the acquisition of The Habit Burger Grill, partially offset by lower expenses related to our deferred compensation program.
Unallocated Other income (expense)
Quarterly Unallocated Other income (expense) includes a settlement of contingent consideration associated with our 2013 acquisition of the KFC Turkey and Pizza Hut Turkey businesses (see Note 5) that was recorded in the second quarter of 2019 and foreign exchange gains (losses). Additionally, year to date includes a goodwill impairment charge of $139 million for Habit Burger Grill that was recorded in the first quarter of 2020 (see Note 5).
Interest expense, net
The quarterly and year to date increases in Interest expense, net were driven by increased outstanding borrowings.
Consolidated Cash Flows
Net cash provided by operating activities was $362 million in 2020 versus $461 million in 2019. The decrease was largely driven by a decrease in Operating profit before Special Items, the $50 million contribution related to our "Unlocking Opportunity Initiative" and higher incentive compensation payments, partially offset by the timing of advertising spending and lower income tax payments.
Net cash used in investing activities was $472 million in 2020 versus $52 million in 2019. The increase was primarily driven by the acquisition of Habit Burger Grill and lower refranchising proceeds in the current year, partially offset by lower capital spending.
Net cash provided by financing activities was $808 million in 2020 versus net cash used in financing activities of $492 million in 2019. The change was primarily driven by higher net borrowings and lower share repurchases.
Consolidated Financial Condition
Our Condensed Consolidated Balance Sheet was impacted by the issuance of the 2025 Notes (see Note 11), borrowings under our Revolving Facility and the acquisition of The Habit Restaurants, Inc. (See Note 2).
Liquidity and Capital Resources
Our primary sources of liquidity are cash on hand, cash generated by operations and our revolving facilities. We have historically generated substantial cash flows from the operations of our Company-owned stores and from our extensive franchise operations, which require a limited YUM investment. Our annual operating cash flows have historically been in excess of $1 billion. Decreases in operating cash flows from the operation of fewer Company-owned stores due to refranchising have been offset, and are expected to continue to be offset, with savings generated from decreased capital investment and G&A required to support company operations.
In light of the impacts on our business from the COVID-19 pandemic, the Company has taken the following steps to bolster our cash balance and increase our liquidity position during 2020.
• | During the first quarter of 2020, we suspended our share repurchase program, pursuant to which the Company's Board of Directors previously authorized repurchases of up to $2 billion of the Company's common stock through June 30, 2021 (the “Share Repurchase Program”). We ended this suspension in July of 2020. We may resume share repurchases should business trends persist and should we continue to gain confidence in the timeline for achieving a healthy balance sheet including continued repayment of borrowings under our Revolving Facility and growing back into our ~5.0x EBITDA consolidated net leverage target over time. As of the date of this filing, no shares have been repurchased under the Share Repurchase Program. |
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• | On March 24, 2020, Pizza Hut Holdings, LLC, KFC Holding Co. and Taco Bell of America, LLC (collectively, the “Borrowers”), each a wholly-owned subsidiary of YUM! Brands, Inc., borrowed $525 million under our existing Revolving Facility. This borrowing, together with $425 million borrowed under the Revolving Facility on March 18, 2020 to fund amounts associated with the acquisition of The Habit Restaurants, Inc., resulted in an aggregate of $950 million outstanding under the Revolving Facility as of March 31, 2020. In the second quarter of 2020 we made repayments of $375 million under the Revolving Facility that resulted in an outstanding balance of $575 million as of June 30, 2020. The current interest rate for borrowings under the Revolving Facility is LIBOR plus 1.50%. |
• | On April 1, 2020, YUM! Brands, Inc. issued $600 million aggregate principal amount of 7.75% YUM Senior Unsecured Notes due April 1, 2025. See Note 11 for more detail. |
Debt Instruments
As of June 30, 2020, approximately 88%, including the impact of interest rate swaps, of our $11.7 billion of total debt outstanding, excluding finance leases, is fixed with an effective overall interest rate of approximately 4.7%. We are currently managing towards a capital structure which reflects consolidated leverage, net of available cash, in-line with our target of ~5.0x EBITDA, and which we believe provides an attractive balance between optimized interest rates, duration and flexibility with diversified sources of liquidity and maturities spread over multiple years. We have credit ratings of BB (Standard & Poor's)/Ba2 (Moody's) with a balance sheet consistent with highly-levered peer restaurant franchise companies.
The following table summarizes the future maturities of our outstanding long-term debt, excluding finance leases and debt issuance costs and discounts, as of June 30, 2020.
2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2030 | 2037 | 2043 | Total | ||||||||||||||||||||||||||||||||||||||||
Securitization Notes | $ | 14 | $ | 29 | $ | 29 | $ | 1,281 | $ | 16 | $ | 16 | $ | 921 | $ | 6 | $ | 571 | $ | 2,883 | ||||||||||||||||||||||||||||||||
Credit Agreement | 29 | 76 | 970 | 20 | 20 | 1,836 | 2,951 | |||||||||||||||||||||||||||||||||||||||||||||
Subsidiary Senior Unsecured Notes | 1,050 | 1,050 | 750 | 2,850 | ||||||||||||||||||||||||||||||||||||||||||||||||
YUM Senior Unsecured Notes | 350 | 350 | 325 | 600 | $ | 800 | $ | 325 | $ | 275 | 3,025 | |||||||||||||||||||||||||||||||||||||||||
Total | $ | 393 | $ | 455 | $ | 999 | $ | 1,626 | $ | 1,086 | $ | 2,452 | $ | 1,971 | $ | 756 | $ | 571 | $ | 800 | $ | 325 | $ | 275 | $ | 11,709 | ||||||||||||||||||||||||||
Securitization Notes include four series of senior secured notes issued by Taco Bell Funding, LLC (the “Issuer”) totaling $2.9 billion with fixed interest rates ranging from 4.318% to 4.970%. The Securitization Notes are secured by substantially all of the assets of the Issuer and the Issuer’s special purpose, wholly-owned subsidiaries (collectively with the Issuer, the “Securitization Entities”), and include a lien on all existing and future U.S. Taco Bell franchise and license agreements and the royalties payable thereunder, existing and future U.S. Taco Bell intellectual property, certain transaction accounts and a pledge of the equity interests in asset-owning Securitization Entities. The Securitization Notes contain cross-default provisions whereby the failure to pay principal on any outstanding Securitization Notes will constitute an event of default under any other Securitization Notes.
Credit Agreement includes senior secured credit facilities consisting of a $450 million Term Loan A facility (the “Term Loan A Facility"), a $1.9 billion Term Loan B facility (the “Term Loan B Facility”) and a $1.0 billion revolving facility (the “Revolving Facility”) issued by the Borrowers. Our Revolving Facility had an outstanding balance of $575 million as of June 30, 2020. The interest rates applicable to the Credit Agreement range from 1.25% to 1.75% plus LIBOR or from 0.25% to 0.75% plus the Base Rate, at the Borrowers’ election, based upon the total net leverage ratio of the Borrowers and the Specified Guarantors (as defined in the Credit Agreement). Our Term Loan A Facility and Term Loan B Facility contain cross-default provisions whereby the failure to pay principal of or otherwise perform any agreement or condition under indebtedness of certain subsidiaries with a principal amount in excess of $100 million will constitute an event of default under the Credit Agreement.
Subsidiary Senior Unsecured Notes include three series of senior unsecured notes issued by the Borrowers totaling $2.9 billion with fixed interest rates ranging from 4.75% to 5.25%. Our Subsidiary Senior Unsecured Notes contain cross-default provisions whereby the acceleration of the maturity of the indebtedness of certain subsidiaries with a principal amount in excess of $100 million or the failure to pay principal of such indebtedness will constitute an event of default under the Subsidiary Senior Unsecured Notes.
YUM Senior Unsecured Notes include seven series of senior unsecured notes issued by Yum! Brands, Inc. totaling $3.0 billion with fixed interest rates ranging from 3.75% to 7.75%. Our YUM Senior Unsecured Notes contain cross-default provisions whereby the acceleration of the maturity of any of our indebtedness or the failure to pay principal of such indebtedness above
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certain thresholds will constitute an event of default under the YUM Senior Unsecured Notes unless such indebtedness is discharged, or the acceleration of the maturity of that indebtedness is annulled, within 30 days after notice.
New Accounting Pronouncements Not Yet Adopted
In March 2020, the FASB issued guidance related to reference rate reform. The pronouncement provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. We are currently evaluating the impact of the transition from LIBOR to alternative reference rates, including the impact on our interest rate swaps. As of June 30, 2020, our interest rate swaps expiring in July 2021 had notional amounts of $1.55 billion and our interest rate swaps expiring in March 2025 had notional amounts of $1.5 billion. These interest rate swaps are designated cash flow hedges. We do not anticipate the impact of adopting this standard will be material to our Financial Statements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There were no material changes during the quarter ended June 30, 2020 to the disclosures made in Item 7A of the Company’s 2019 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on the evaluation, performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (the “CEO”) and the Chief Financial Officer (the “CFO”), the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by the report.
Changes in Internal Control
There were no changes with respect to the Company’s internal control over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter ended June 30, 2020.
Forward-Looking Statements
Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and by the use of forward-looking words such as “expect,” “expectation,” “believe,” “anticipate,” “may,” “could,” “intend,” “belief,” “plan,” “estimate,” “target,” “predict,” “likely,” “seek,” “project,” “model,” “ongoing,” “will,” “should,” “forecast,” “outlook” or similar terminology. Forward-looking statements are based on our current expectations, estimates, assumptions and/or projections, our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the circumstances. Forward-looking statements are neither predictions nor guarantees of future events, circumstances or performance and are inherently subject to known and unknown risks, uncertainties and assumptions that could cause our actual results to differ materially from those indicated by those statements. There can be no assurance that our expectations, estimates, assumptions and/or projections will be achieved. Factors that could cause actual results and events to differ materially from our expectations and forward-looking statements include (i) the factors described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part I, Item 2 of this report, (ii) any risks and uncertainties described in the Risk Factors included in Part II, Item 1A of this report, (iii) the factors described in the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of our Form 10-K for the year ended December 31, 2019 and (iv) the risks and uncertainties described in the Risk Factors included in Part I, Item 1A of our Form 10-K for the year ended December 31, 2019. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. We are not undertaking to update any of these statements.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Yum! Brands, Inc.:
Results of Review of Interim Financial Information
We have reviewed the condensed consolidated balance sheet of Yum! Brands, Inc. and subsidiaries (YUM) as of June 30, 2020, the related condensed consolidated statements of income, comprehensive income and shareholders’ deficit for the quarter and year-to-date periods ended June 30, 2020 and 2019, the related condensed consolidated statements of cash flows for the year-to-date periods ended June 30, 2020 and 2019, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of YUM as of December 31, 2019, and the related consolidated statements of income, comprehensive income, shareholders’ deficit, and cash flows for the year then ended (not presented herein); and in our report dated February 19, 2020, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2019, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This consolidated interim financial information is the responsibility of YUM’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to YUM in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ KPMG LLP
Louisville, Kentucky
August 5, 2020
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PART II – OTHER INFORMATION AND SIGNATURES
Item 1. Legal Proceedings
Information regarding legal proceedings is incorporated by reference from Note 14 to the Company’s Condensed Consolidated Financial Statements set forth in Part I of this report.
Item 1A. Risk Factors
We face a variety of risks that are inherent in our business and our industry, including operational, legal, regulatory and product risks. Such risks could cause our actual results to differ materially from our forward-looking statements, expectations and historical trends. Information about our most significant risk factors is disclosed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019. At June 30, 2020, there has been no material change to this information, except for the updated discussion related to the novel coronavirus, COVID-19, included below.
The novel coronavirus (COVID-19) global pandemic has had and is expected to continue to have an adverse effect on our business and results of operations.
In late 2019, COVID-19 was first detected. In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world implemented measures to reduce the spread of COVID-19, including restrictions on travel outside the home or other limitations on business and other activities and encouraging social distancing. As a result of COVID-19, we and our franchisees have experienced significant store closures and instances of reduced store-level operations, including reduced operating hours and dining-room closures. Recently, COVID-19 cases have been increasing in the U.S. and certain other regions of the world, which has resulted in some governmental authorities re-imposing restrictions on business and other activities that were previously lifted or reduced.
We are unable to accurately predict the impact that COVID-19 will have on our and our franchisees’ operations going forward due to uncertainties including the severity and duration of the outbreak, additional actions that may be taken by governmental authorities, and the length and severity of ongoing negative economic conditions in the U.S. and globally arising from the pandemic. However, while it is premature to accurately predict the ultimate full impact of these developments, we expect continuing adverse impacts. These potential impacts include the loss of revenues due to continued or increased dining room closures and other restrictions on our business, continued delays in reopening or permanent closures of the approximately 2,500 restaurants that are currently closed due to COVID-19. The closed restaurants are dispersed around the globe, with the majority located in malls, transportation centers, airports and other, similar locations which may remain closed for longer or permanently. Additionally, we and our franchisees have made operational changes in response to COVID-19, including installing counter screens and purchasing personal protective equipment, which have and may continue to increase restaurant operating costs. It is also possible that our and our franchisees’ restaurants may experience interruptions of food and other supplies as well as labor shortages as a result of COVID-19, disrupting our and our franchisee’s operations and impacting same-store sales negatively.
Our success is heavily reliant on our Concepts’ franchisees and the COVID-19 pandemic has caused and may continue to cause financial distress for certain franchisees that have been or will be impacted. As a result of this distress, our franchisees may not be able to meet their financial obligations as they come due, including the payment of royalties, rent, or other amounts due to the Company. This has led to, and may continue to lead to, write-offs of amounts we have currently due from our franchisees beyond amounts we have reserved, as well as decreased future collections from franchisees. Additionally, in certain instances, we have offered grace periods for certain near-term payments due to us to our franchisees who need more access to capital and are in good standing with the Company. Such grace periods will negatively impact the Company’s cash flows in the near-term and there is no guarantee that our franchisees will ultimately pay amounts due. Additionally, our franchisees may not be able to make payments to landlords, distributors and key suppliers, as well as payments to service any debt they may have outstanding. Franchisee financial distress has also led to, and may continue to lead to, permanent store closures and delayed or reduced new franchisee development which would further harm our results and liquidity going forward. Further, in some cases, we are contingently liable for franchisee lease obligations, and a failure by a franchisee to perform its obligations under such lease could result in direct payment obligations for YUM.
Moreover, if conditions related to the pandemic result in significant disruptions to capital and financial markets, or negatively impact our credit ratings, our cost of borrowing, our ability to access capital on favorable terms and our overall liquidity could be adversely impacted. Finally, if negative economic conditions arising from the pandemic persist and continue to adversely affect our business, this could give rise to an impairment in the value of our tangible or intangible assets, in addition to the goodwill impairment charge recognized by us with respect to our Habit Burger Grill reporting unit in the first quarter of 2020.
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To the extent the COVID-19 pandemic continues to adversely affect the business and financial results of us and our franchisees, it may also have the effect of heightening many of the other risks described in our annual report on Form 10-K for the year ended December 31, 2019, such as those relating to our high level of indebtedness, cybersecurity and our increasing dependence on digital commerce, supply chain interruptions and changes in labor and other operating costs.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter ended June 30, 2020 we did not repurchase shares of Common Stock. During the first quarter of 2020 and as a result of the ongoing uncertainty regarding the evolving COVID-19 pandemic, the Company suspended its previously announced Share Repurchase Program, pursuant to which the Company's Board of Directors authorized repurchases of up to $2 billion of the Company's Common Stock through June 30, 2021. We ended this suspension in July of 2020.
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Item 6. Exhibits
(a) | Exhibit Index | ||||
Exhibit No. | Exhibit Description | ||||
15 | |||||
31.1 | |||||
31.2 | |||||
32.1 | |||||
32.2 | |||||
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
101.SCH | XBRL Taxonomy Extension Schema Document | ||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized officer of the registrant.
YUM! BRANDS, INC. | |
(Registrant) | |
Date: | August 5, 2020 | /s/ David E. Russell |
Senior Vice President, Finance and Corporate Controller | ||
(Principal Accounting Officer) | ||
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