20-F 1 dp105200_20f.htm FORM 20-F

  

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

 

(Mark One)

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report

For the transition period from ________________ to ________________

 

Commission file number: 001-35129

 

ARCOS DORADOS HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

 

British Virgin Islands

(Jurisdiction of incorporation or organization)

 

Dr. Luis Bonavita 1294, Office 501

Montevideo, Uruguay, 11300 WTC Free Zone

(Address of principal executive offices)

 

Juan David Bastidas

Chief Legal Officer

Arcos Dorados Holdings Inc.

Dr. Luis Bonavita 1294, 5th floor, Office 501, WTC Free Zone

Montevideo, Uruguay 11300

Telephone: +598 2626-3000

Fax: +598 2626-3018

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

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

 

Title of each class

Name of each exchange on which registered

Class A shares, no par value New York Stock Exchange

 

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

None

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report.

Class A shares: 125,232,247

Class B shares: 80,000,000

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

    Yes       No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

  Yes      ☒  No

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

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, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   Accelerated filer  ☐ Non-accelerated filer  ☐ Emerging growth company  

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP   International Financial Reporting Standards as issued by the International Accounting Standards Board   Other  

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

  Item 17        Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

  Yes     No 

 

 

 

 

ARCOS DORADOS HOLDINGS INC.

 

table of contents

 

 

Page

 

PRESENTATION OF FINANCIAL AND OTHER INFORMATION iii
FORWARD-LOOKING STATEMENTS iv
ENFORCEMENT OF JUDGMENTS v
PART I 1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1
A.   Directors and Senior Management 1
B.   Advisers 1
C.   Auditors 1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1
A.   Offer Statistics 1
B.   Method and Expected Timetable 1
ITEM 3. KEY INFORMATION 1
A.   Selected Financial Data 1
B.   Capitalization and Indebtedness 9
C.   Reasons for the Offer and Use of Proceeds 9
D.   Risk Factors 9
ITEM 4. INFORMATION ON THE COMPANY 26
A.   History and Development of the Company 26
B.   Business Overview 28
C.    Organizational Structure 47
D.   Property, Plants and Equipment 47
ITEM 4A. UNRESOLVED STAFF COMMENTS 48
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 48
A.   Operating Results 48
B.   Liquidity and Capital Resources 74
C.   Research and Development, Patents and Licenses, etc. 80
D.   Trend Information 80
E.   Off-Balance Sheet Arrangements 81
F.   Tabular Disclosure of Contractual Obligations 81
G.   Safe Harbor 82
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 82
A.   Directors and Senior Management 82
B.   Compensation 87
C.   Board Practices 88
D.   Employees 89
E.   Share Ownership 91
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 92
A.   Major Shareholders 92
B.   Related Party Transactions 93
C.   Interests of Experts and Counsel 95
ITEM 8. FINANCIAL INFORMATION 95
A.   Consolidated Statements and Other Financial Information 95
B.   Significant Changes 98
ITEM 9. THE OFFER AND LISTING 98
A.   Offering and Listing Details 98
B.   Plan of Distribution 98
C.   Markets 98
D.   Selling Shareholders 99
E.   Dilution 99
F.   Expenses of the Issue 99
ITEM 10. ADDITIONAL INFORMATION 99

 

i

 

 

A.   Share Capital 99
B.   Memorandum and Articles of Association 99
C.   Material Contracts 108
D.   Exchange Controls 115
E.   Taxation 115
F.   Dividends and Paying Agents 118
G.   Statement by Experts 118
H.   Documents on Display 118
I.   Subsidiary Information 118
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 119
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 121
A.   Debt Securities 121
B.   Warrants and Rights 121
C.   Other Securities 121
D.   American Depositary Shares 121
PART II 122
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 122
A.   Defaults 122
B.   Arrears and Delinquencies 122
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 122
A.   Material Modifications to Instruments 122
B.   Material Modifications to Rights 122
C.   Withdrawal or Substitution of Assets 122
D.   Change in Trustees or Paying Agents 122
E.   Use of Proceeds 122
ITEM 15. CONTROLS AND PROCEDURES 122
A.   Disclosure Controls and Procedures 122
B.   Management’s Annual Report on Internal Control over Financial Reporting 122
C.   Attestation Report of the Registered Public Accounting Firm 123
D.   Changes in Internal Control over Financial Reporting 124
ITEM 16. [RESERVED] 125
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 125
ITEM 16B. CODE OF ETHICS 125
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 125
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 126
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 126
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 126
ITEM 16G. CORPORATE GOVERNANCE 126
ITEM 16H. MINE SAFETY DISCLOSURE 127
PART III 128
ITEM 17. FINANCIAL STATEMENTS 128
ITEM 18. FINANCIAL STATEMENTS 128
ITEM 19. EXHIBITS 128

 

ii

 

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

 

All references to “U.S. dollars,” “dollars,” “U.S.$” or “$” are to the U.S. dollar. All references to “Argentine pesos” or “ARS$” are to the Argentine peso. All references to “Brazilian reais” or “R$” are to the Brazilian real. All references to “Mexican pesos” or “Ps.” are to the Mexican peso. All references to “Venezuelan bolívares” or “Bs.” are to the Venezuelan bolívar, the legal currency of Venezuela. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates and Exchange Controls” for information regarding exchange rates for the Argentine, Brazilian and Mexican currencies since January 1, 2014.

 

Definitions

 

In this annual report, unless the context otherwise requires, all references to “Arcos Dorados,” the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to Arcos Dorados Holdings Inc., together with its subsidiaries. All references to “systemwide” refer only to the system of McDonald’s-branded restaurants operated by us or our franchisees in 20 countries and territories in Latin America and the Caribbean, including Argentina, Aruba, Brazil, Chile, Colombia, Costa Rica, Curaçao, Ecuador, French Guiana, Guadeloupe, Martinique, Mexico, Panama, Peru, Puerto Rico, Trinidad and Tobago, Uruguay, the U.S. Virgin Islands of St. Croix and St. Thomas, and Venezuela, which we refer to as the “Territories,” and do not refer to the system of McDonald’s-branded restaurants operated by McDonald’s Corporation, its affiliates or its franchisees (other than us).

 

We own our McDonald’s franchise rights pursuant to a Master Franchise Agreement for all of the Territories, except Brazil, which we refer to as the MFA, and a separate, but substantially identical, Master Franchise Agreement for Brazil, which we refer to as the Brazilian MFA. We refer to the MFA and the Brazilian MFA, as amended or otherwise modified to date, collectively as the MFAs. We commenced operations on August 3, 2007, as a result of our purchase of McDonald’s operations and real estate in the Territories (except for Trinidad and Tobago), which we refer to collectively as the “McDonald’s LatAm” business, and the acquisition of McDonald’s franchise rights pursuant to the MFAs, which together with the purchase of the McDonald’s LatAm business, we refer to as the “Acquisition.”

 

Financial Statements

 

We maintain our books and records in U.S. dollars and prepare our financial statements in accordance with accounting principles and standards generally accepted in the United States, or “U.S. GAAP.”

 

The financial information contained in this annual report includes our consolidated financial statements at December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016, which have been audited by Pistrelli, Henry Martin y Asociados S.R.L., member firm of Ernst & Young Global, as stated in their report included elsewhere in this annual report.

 

We were incorporated on December 9, 2010 as a direct, wholly owned subsidiary of Arcos Dorados Limited, the prior holding company for the Arcos Dorados business. On December 13, 2010, Arcos Dorados Limited effected a downstream merger into and with us, with us as the surviving entity. The merger was accounted for as a reorganization of entities under common control in a manner similar to a pooling of interest and the consolidated financial statements reflect the historical consolidated operations of Arcos Dorados Limited as if the reorganization structure had existed since Arcos Dorados Limited was incorporated in July 2006.

 

Our fiscal year ends December 31. References in this annual report to a fiscal year, such as “fiscal year 2018,” relate to our fiscal year ended on December 31 of that calendar year.

 

Operating Data

 

Our operating segments are composed of four geographic regions of operation: (i) the South Latin American division, or “SLAD”, which is comprised of Argentina, Chile, Ecuador, Peru and Uruguay, (ii) the Caribbean division, which is comprised of Aruba, Colombia, Curaçao, French Guiana, Guadeloupe, Martinique, Puerto Rico, Trinidad and Tobago, the U.S. Virgin Islands of St. Croix and St. Thomas, and Venezuela, (iii) Brazil and (iv) the North Latin American division, or “NOLAD,” which is comprised of Costa Rica, Mexico and Panama.

 

iii

 

We operate McDonald’s-branded restaurants under two different operating formats: those directly operated by us, or “Company-operated” restaurants, and those operated by franchisees, or “franchised” restaurants. All references to “restaurants” are to our freestanding, food court, in-store and mall store restaurants and do not refer to our McCafé locations or Dessert Centers. Systemwide data represents measures for both our Company-operated restaurants and our franchised restaurants.

 

We are the majority stakeholder in two joint ventures with third parties that collectively own 15 restaurants. We consider these restaurants to be Company-operated restaurants. We also have granted developmental licenses to 11 restaurants. Developmental licensees own or lease the land and buildings on which their restaurants are located and pay a franchise fee to us in addition to the continuing franchise fee due to McDonald’s. We consider these restaurants to be franchised restaurants.

 

Market Share and Other Information

 

Market data and certain industry forecast data used in this annual report were obtained from internal reports and studies, where appropriate, as well as estimates, market research, publicly available information (including information available from the United States Securities and Exchange Commission, or the SEC, website) and industry publications, including the United Nations Economic Commission for Latin America and the Caribbean and the CIA World Factbook. Industry publications generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal reports and studies, estimates and market research, which we believe to be reliable and accurately extracted by us for use in this annual report, have not been independently verified. However, we believe such data is accurate and agree that we are responsible for the accurate extraction of such information from such sources and its correct reproduction in this annual report.

 

Basis of Consolidation

 

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting and include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

 

Rounding

 

We have made rounding adjustments to some of the figures included in this annual report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

 

FORWARD-LOOKING STATEMENTS

 

This annual report contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Many of the forward-looking statements contained in this annual report can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others.

 

Forward-looking statements appear in a number of places in this annual report and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to of various factors, including, but not limited to, those identified in “Item 3. Key Information—D. Risk Factors” in this annual report. These risks and uncertainties include factors relating to:

 

·general economic, political, demographic and business conditions in Latin America and the Caribbean;

 

·fluctuations in inflation and exchange rates in Latin America and the Caribbean;

 

·our ability to implement our growth strategy;

 

iv

 

·the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors;

 

·our ability to compete and conduct our business in the future;

 

·changes in consumer tastes and preferences, including changes resulting from concerns over nutritional or safety aspects of beef, poultry, french fries or other foods or the effects of health pandemics and food-borne illnesses such as “mad cow” disease and avian influenza or “bird flu,” and changes in spending patterns and demographic trends, such as the extent to which consumers eat meals away from home;

 

·the availability, location and lease terms for restaurant development;

 

·our intention to focus on our restaurant reimaging plan;

 

·our franchisees, including their business and financial viability and the timely payment of our franchisees’ obligations due to us and to McDonald’s;

 

·our ability to comply with the requirements of the MFAs, including McDonald’s standards;

 

·our decision to own and operate restaurants or to operate under franchise agreements;

 

·the availability of qualified restaurant personnel for us and for our franchisees, and the ability to retain such personnel;

 

·changes in commodity costs, labor, supply, fuel, utilities, distribution and other operating costs;

 

·changes in labor laws;

 

·our ability, if necessary, to secure alternative distribution of supplies of food, equipment and other products to our restaurants at competitive rates and in adequate amounts, and the potential financial impact of any interruptions in such distribution;

 

·changes in government regulation;

 

·material changes in tax legislation;

 

·other factors that may affect our financial condition, liquidity and results of operations; and

 

·other risk factors discussed under “Item 3. Key Information—D. Risk Factors.”

 

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

 

ENFORCEMENT OF JUDGMENTS

 

We are incorporated under the laws of the British Virgin Islands with limited liability. We are incorporated in the British Virgin Islands because of certain benefits associated with being a British Virgin Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of exchange control or currency restrictions, and the availability of professional and support services. However, the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a significantly lesser extent. In addition, British Virgin Islands companies may not have standing to sue before the federal courts of the United States.

 

A majority of our directors and officers, as well as certain of the experts named herein, reside outside of the United States. A substantial portion of our assets and several of such directors, officers and experts are located principally in Argentina, Brazil and Uruguay. As a result, it may not be possible for investors to effect service of process outside Argentina, Brazil and Uruguay upon such directors or officers, or to enforce against us or such

 

v

 

parties in courts outside Argentina, Brazil and Uruguay judgments predicated solely upon the civil liability provisions of the federal securities laws of the United States or other non-Argentine, Brazilian or Uruguayan regulations, as applicable. In addition, local counsel to the Company have advised that there is doubt as to whether the courts of Argentina, Brazil or Uruguay would enforce in all respects, to the same extent and in as timely a manner as a U.S. court or non-Argentine, Brazilian or Uruguayan court, an original action predicated solely upon the civil liability provisions of the U.S. federal securities laws or other non-Argentine, Brazilian or Uruguayan regulations, as applicable; and that the enforceability in Argentine, Brazilian or Uruguayan courts of judgments of U.S. courts or non-Argentine, Brazilian or Uruguayan courts predicated upon the civil liability provisions of the U.S. federal securities laws or other non-Argentine, Brazilian or Uruguayan regulations, as applicable, will be subject to compliance with certain requirements under Argentine, Brazilian or Uruguayan law, including the condition that any such judgment does not violate Argentine, Brazilian or Uruguayan public policy.

 

We have been advised by Maples and Calder, our counsel as to British Virgin Islands law, that the United States and the British Virgin Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be automatically enforceable in the British Virgin Islands. We have been advised by Maples and Calder that a final and conclusive judgment obtained in U.S. federal or state courts under which a sum of money is payable (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be the subject of an action on a debt in the court of the British Virgin Islands under British Virgin Islands common law.

 

vi

 

PART I

 

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

A.Directors and Senior Management

 

Not applicable.

 

B.Advisers

 

Not applicable.

 

C.Auditors

 

Not applicable.

 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

 

A.Offer Statistics

 

Not applicable.

 

B.Method and Expected Timetable

 

Not applicable.

 

ITEM 3. KEY INFORMATION

 

A.Selected Financial Data

 

The selected balance sheet data as of December 31, 2018 and 2017 and the income statement data for the years ended December 31, 2018, 2017 and 2016 of Arcos Dorados Holdings Inc. are derived from the consolidated financial statements included elsewhere in this annual report, which have been audited by Pistrelli, Henry Martin y Asociados S.R.L., member firm of Ernst & Young Global. The selected balance sheet data as of December 31, 2016, 2015 and 2014 and the income statement data for the years ended December 31, 2015 and 2014 of Arcos Dorados Holdings Inc. are derived from consolidated financial statements audited by Pistrelli, Henry Martin y Asociados S.R.L., which are not included herein.

 

Our operating segments are composed of four geographic regions of operation: (i) the South Latin American division, or “SLAD”, which is comprised of Argentina, Chile, Ecuador, Peru and Uruguay, (ii) the Caribbean division which is comprised of Aruba, Colombia, Curaçao, French Guiana, Guadeloupe, Martinique, Puerto Rico, Trinidad and Tobago, the U.S. Virgin Islands of St. Croix and St. Thomas and Venezuela (iii) Brazil and (iv) the North Latin American division, or “NOLAD”, which is comprised of Costa Rica, Mexico and Panama.

 

We were incorporated on December 9, 2010 as a direct, wholly-owned subsidiary of Arcos Dorados Limited, the prior holding company for the Arcos Dorados business. On December 13, 2010, Arcos Dorados Limited effected a downstream merger into and with us, with us as the surviving entity. The merger was accounted for as a reorganization of entities under common control in a manner similar to a pooling of interest and the consolidated financial statements reflect the historical consolidated operations of Arcos Dorados Limited as if the reorganization structure had existed since Arcos Dorados Limited was incorporated in July 2006. We did not commence operations until the Acquisition on August 3, 2007.

 

We maintain our books and records in U.S. dollars and prepare our consolidated financial statements in accordance with U.S. GAAP. This financial information should be read in conjunction with “Presentation of Financial and Other Information,” “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements, including the notes thereto, included elsewhere in this annual report.

 

1 

 

    For the Years Ended December 31,
    2018   2017   2016   2015   2014
    (in thousands of U.S. dollars, except for per share data)
Income Statement Data:                    
Sales by Company-operated restaurants   $ 2,932,609     $ 3,162,256     $ 2,803,334     $ 2,930,379     $ 3,504,302  
Revenues from franchised restaurants   148,962     157,269     125,296     122,361     146,763  
Total revenues   3,081,571     3,319,525     2,928,630     3,052,740     3,651,065  
Company-operated restaurant expenses:                    
Food and paper   (1,030,499 )   (1,110,240 )   (1,012,976 )   (1,037,487 )   (1,243,907 )
Payroll and employee benefits   (607,793 )   (683,954 )   (607,082 )   (660,773 )   (791,677 )
Occupancy and other operating   (803,539 )   (842,519 )   (752,428 )   (793,622 )   (939,481 )
Royalty fees   (157,886 )   (163,954 )   (142,777 )   (149,089 )   (173,663 )
Franchised restaurants—occupancy   (67,927 )   (69,836 )   (55,098 )   (54,242 )   (63,939 )
General and administrative expenses   (229,324 )   (244,664 )   (221,075 )   (270,680 )   (272,065 )
Other operating (expenses) income, net   (61,145 )   68,577     41,386     6,560     (95,476 )
Total operating costs and expenses   (2,958,113 )   (3,046,590 )   (2,750,050 )   (2,959,333 )   (3,580,208 )
Operating income   123,458     272,935     178,580     93,407     70,857  
Net interest expense   (52,868 )   (68,357 )   (66,880 )   (64,407 )   (72,750 )
Loss from derivative instruments   (565 )   (7,065 )   (3,065 )   (2,894 )   (685 )
Foreign currency exchange results   14,874     (14,265 )   32,354     (54,032 )   (74,117 )
Other non-operating income (expenses), net   270     (435 )   (2,360 )   (627 )   146  
Income (loss) before income taxes   85,169     182,813     138,629     (28,553 )   (76,549 )
Income tax expense   (48,136 )   (53,314 )   (59,641 )   (22,816 )   (32,479 )
Net income (loss)   37,033     129,499     78,988     (51,369 )   (109,028 )
Less: Net income attributable to non-controlling interests   (186 )   (333 )   (178 )   (264 )   (305 )
Net income (loss) attributable to Arcos Dorados Holdings Inc.   36,847     129,166     78,810     (51,633 )   (109,333 )
Earnings (Loss) per share:                    
Basic net income (loss) per common share attributable to Arcos Dorados   $ 0.18     $ 0.61     $ 0.37     $ (0.25 )   $ (0.52 )
Diluted net income (loss) per common share attributable to Arcos Dorados   $ 0.18     $ 0.61     $ 0.37     $ (0.25 )   $ (0.52 )

 

2 

 

    As of December 31,
    2018   2017   2016   2015   2014
    (in thousands of U.S. dollars, except for share data)
Balance Sheet Data:                    
Cash and cash equivalent   $ 197,282     $ 308,491     $ 194,803     $ 112,519     $ 139,030  
Total current assets   464,562     653,037     445,190     378,996     447,196  
Property and equipment, net   856,192     890,736     847,966     833,357     1,092,994  
Total non-current assets   1,113,477     1,150,706     1,059,863     1,024,206     1,347,584  
Total assets   1,578,039     1,803,743     1,505,053     1,403,202     1,794,780  
Accounts payable   242,455     303,452     217,914     187,685     220,337  
Short-term debt and current portion of long-term debt   4,192     4,359     28,099     163,740     38,684  
Total current liabilities   493,312     605,583     548,308     577,314     542,066  
Long-term debt, excluding current portion   626,424     629,142     551,580     491,327     761,080  
Total non-current liabilities   691,968     702,018     605,169     538,998     795,127  
Total liabilities   1,185,280     1,307,601     1,153,477     1,116,312     1,337,193  
Total common stock   512,760     509,647     506,884     504,772     498,616  
Total equity   392,759     496,142     351,576     286,890     457,587  
Total liabilities and equity   1,578,039     1,803,743     1,505,053     1,403,202     1,794,780  
Shares outstanding   205,232,247     211,072,508     210,711,224     210,538,896     210,216,043  

 

3 

 

    For the Years Ended December 31,
    2018   2017   2016   2015   2014
    (in thousands of U.S. dollars, except percentages)
Other Data:                    
Total Revenues                    
Brazil   $ 1,345,453     $ 1,496,573     $ 1,333,237     $ 1,361,989     $ 1,816,046  
Caribbean division(1)   483,743     474,822     409,671     398,144     594,220  
NOLAD   406,848     386,874     363,965     367,364     385,114  
SLAD   845,527     961,256     821,757     925,243     855,685  
Total   3,081,571     3,319,525     2,928,630     3,052,740     3,651,065  
Operating Income                    
Brazil   $ 159,511     $ 160,608     $ 122,636     $ 116,820     $ 155,799  
Caribbean division(1)   (49,567 )   1,538     (12,392 )   (40,102 )   (91,859 )
NOLAD   7,726     99,152     45,145     8,710     (9,150 )
SLAD   53,777     71,718     66,359     78,022     62,768  
Corporate and others and purchase price allocation   (47,989 )   (60,081 )   (43,168 )   (70,043 )   (46,701 )
Total   123,458     272,935     178,580     93,407     70,857  
Operating Margin(2)                    
Brazil   11.9 %   10.7 %   9.2 %   8.6 %   8.6 %
Caribbean division(1)   (10.2 )   0.3     (3.0 )   (10.1 )   (15.5)  
NOLAD   1.9     25.6     12.4     2.4     (2.4)  
SLAD   6.4     7.5     8.1     8.4     7.3  
Total   4.0     8.2     6.1     3.1     1.9  
Adjusted EBITDA(3)                    
Brazil   $ 218,391     $ 218,172     $ 168,076     $ 174,102     $ 220,711  
Caribbean division(1)   (8,281 )   40,844     18,049     2,059     (11,284 )
NOLAD   32,313     33,717     36,288     31,424     25,035  
SLAD   73,670     87,083     76,327     100,718     82,859  
Corporate and others   (58,096 )   (74,879 )   (60,295 )   (78,132 )   (65,647 )
Total   257,997     304,937     238,445     230,171     251,674  
Adjusted EBITDA Margin(4)                    
Brazil   16.2 %   14.6 %   12.6 %   12.8 %   12.2 %
Caribbean division(1)   (1.7 )   8.6     4.4     0.5     (1.9 )
NOLAD   7.9     8.7     10.0     8.6     6.5  
SLAD   8.7     9.1     9.3     10.9     9.7  
Total   8.4     9.2     8.1     7.5     6.9  
Other Financial Data:                    
Working capital(5)   $ (28,750 )   $ 47,454     $ (103,118 )   $ (198,318 )   $ (94,870 )
Capital expenditures(6)   197,041     175,636     92,282     92,055     170,638  
Dividends declared per common share $ 0.10 $ $ $ $ 0.24

 

 

4 

 

    As of December 31,
    2018   2017   2016   2015   2014
Number of systemwide restaurants   2,223     2,188     2,156     2,141     2,121  
Brazil   968     929     902     883     866  
Caribbean division   337     350     353     356     359  
NOLAD   524     519     517     518     513  
SLAD   394     390     384     384     383  
Number of Company-operated restaurants   1,540     1,546     1,553     1,588     1,577  
Brazil   584     579     584     615     614  
Caribbean division   251     263     266     267     270  
NOLAD   362     363     365     364     352  
SLAD   343     341     338     342     341  
Number of franchised restaurants   683     642     603     553     544  
Brazil   384     350     318     268     252  
Caribbean division   86     87     87     89     89  
NOLAD   162     156     152     154     161  
SLAD   51     49     46     42     42  

 

 

(1)Currency devaluations in Venezuela have had a significant effect on our income statements and have impacted the comparability of our income statements. See “Item 5. Operating and Financial Review and Prospects-A. Operating Results-Foreign Currency Translation-Venezuela.”

 

(2)Operating margin is operating income divided by total revenues, expressed as a percentage.

 

(3)Adjusted EBITDA is a measure of our performance that is reviewed by our management. Adjusted EBITDA does not have a standardized meaning and, accordingly, our definition of Adjusted EBITDA may not be comparable to Adjusted EBITDA as used by other companies. Total Adjusted EBITDA is a non-GAAP measure. For our definition of Adjusted EBITDA, see “Item 5. Operating and Financial Review and Prospects-A. Operating Results-Key Business Measures.”

 

(4)Adjusted EBITDA margin is Adjusted EBITDA divided by total revenues, expressed as a percentage.

 

(5)Working capital equals current assets minus current liabilities.

 

(6)Includes property and equipment expenditures and purchase of restaurant businesses paid at the acquisition date.

 

Presented below is the reconciliation between net income and Adjusted EBITDA on a consolidated basis:

 

5 

 

    For the Years Ended December 31,

Consolidated Adjusted EBITDA Reconciliation

  2018   2017   2016   2015   2014
    (in thousands of U.S. dollars)
Net income (loss) attributable to Arcos Dorados Holdings Inc.   $ 36,847     $ 129,166     $ 78,810     $ (51,633 )   $ (109,333 )
Plus (Less):                    
Net interest expense   52,868     68,357     66,880     64,407     72,750  
Loss from derivative instruments   565     7,065     3,065     2,894     685  
Foreign currency exchange results   (14,874 )   14,265     (32,354 )   54,032     74,117  
Other non-operating (income) expenses, net   (270 )   435     2,360     627     (146 )
Income tax expense   48,136     53,314     59,641     22,816     32,479  
Net income attributable to non-controlling interests   186     333     178     264     305  
Operating income   123,458     272,935     178,580     93,407     70,857  
Plus (Less):                    
Items excluded from computation that affect operating income:                    
Depreciation and amortization   105,800     99,382     92,969     110,715     116,811  

Gains from sale or insurance recovery of property and equipment 

  (4,973 )   (95,081 )   (57,244 )   (12,308 )   (3,379 )
Write-offs of property and equipment   4,167     8,528     5,776     6,038     7,111  
Impairment of long-lived assets   18,950     17,564     7,697     12,343     50,886  
Impairment of goodwill   167     200     5,045     679     2,029  
Stock-based compensation related to the special awards in connection with the initial public offering under the 2011 Plan               210     2,503  
Reorganization and optimization plan   11,003         5,341     18,346     4,707  
2008 Long-Term Incentive Plan incremental compensation from modification

  (575 )   1,409     281     741     149  
Adjusted EBITDA   257,997     304,937     238,445     230,171     251,674  

 

Exchange Rates and Exchange Controls

 

In 2018, 65.6% of our total revenues were derived from our restaurants in Argentina, Brazil and Mexico. While we maintain our books and records in U.S. dollars, our revenues are conducted in the local currency of the territories in which we operate, and as such may be affected by changes in the local exchange rate to the U.S. dollar. The exchange rates discussed in this section have been obtained from each country’s central bank. However, in most cases, for consolidation purposes, we use a foreign currency to U.S. dollar exchange rate provided by Bloomberg that differs slightly from that reported by the aforementioned central banks.

 

Argentina

 

Exchange Rates

 

The Argentine peso depreciated 30.7% against the U.S. Dollar in 2014, 51.7% in 2015, 21.9% in 2016, 17.7% in 2017, 49.7% in 2018 and depreciated 15.10% in the first quarter of 2019. As of April 24, 2019, the exchange rate for the purchase of U.S. dollars as reported by the Central Bank of Argentina was ARS$43.47 per U.S. dollar.

 

6 

 

Exchange Controls

 

During 2001 and 2002, Argentina went through a period of severe political, economic and social crisis. Among other consequences, the crisis resulted in Argentina defaulting on its foreign debt obligations and the introduction of numerous changes in economic policies, including currency controls that tightened restrictions on capital flows, exchange controls, an official U.S. dollar exchange and transfer restrictions that substantially limited the ability of companies to retain foreign currency or make payments abroad. These foreign exchange controls were eased in a series of measures introduced by President Mauricio Macri’s administration starting in December 2015.

 

For instance, on May 19, 2017, the Central Bank of Argentina issued Communication “A” 6244, effective as of July 1, 2017, which structurally modified the exchange regulations in force, establishing a new foreign exchange regime that significantly eased the access to the exchange market (“MULC”, Mercado Único y Libre de Cambios).

 

In addition, on January 11, 2018, with the aim of providing more flexibility to the foreign exchange system, as well as promoting competition, allowing the entrance of new players to the system, a free floating foreign exchange market (Mercado Libre de Cambios, “MLC”) was established by means of Executive Decree No. 27/2018 (as Amended by Law No. 27,444), thus replacing the MULC.

 

Within the MLC, exchange operations shall be carried out both by financial entities and also by any other person which has been duly authorized by the Central Bank of Argentina to engage in permanent or customary trade in the purchase and sale of foreign coins and banknotes, gold coins or bars and traveler's checks, money orders, transfers or similar operations in foreign currency.

 

By virtue of Communication “A” 6443 of the Central Bank of Argentina, which came into force on March 1, 2018, companies from any sector that operate in the MLC may operate as an exchange agency, solely by registering via an electronic form entitled “Registry of Foreign Exchange Operators” (Registro de Operadores de Cambio).

 

On September 28, 2018, the Monetary Policy Committee of the Central Bank of Argentina introduced an exchange rate range, effective as of October 1, 2018, as part of the terms and conditions of a revised agreement with the International Monetary Fund approved on June 20, 2018. The Argentine peso’s exchange rate with the U.S. dollar will be allowed to fluctuate between Ps. 34.00 and Ps. 44.00 per $1.00 without the Central Bank’s intervention. The band was adjusted at a 3% monthly rate until the end of 2018 and will be adjusted at a monthly rate of 2% for 2019. If the exchange rate fluctuates over or below the range, the Central Bank of Argentina may intervene the MLC by selling or purchasing foreign currency, as the case may be, in order to maintain the exchange rate within the range.

 

As of the date of this annual report, in accordance with current regulations, all individuals and legal entities may freely operate in the exchange market and foreign exchange transactions may be carried out at the exchange rate freely agreed upon between the parties. All exchange and/or arbitrage operations shall be carried out through financial or exchange entities authorized by the Central Bank of Argentina, and shall comply in all cases with the provisions applicable to each transaction. Transactions that do not fall within the scope of the foreign exchange regulations will be subject to the Foreign Exchange Regime Law.

 

Notwithstanding the above mentioned measures recently adopted by the Macri administration, the Central Bank of Argentina and the federal government in the future may impose additional exchange controls that may impact our ability to transfer funds abroad and may prevent or delay payments that our Argentine subsidiaries are required to make outside Argentina.

 

Brazil

 

Exchange Rates

 

The Brazilian real depreciated 11.3% against the U.S. dollar in 2014, 47.0% in 2015, and appreciated 19.4% in 2016, 1.7% in 2017, depreciated 19% in 2018 and 3.54% in the first quarter of 2019. As of April 24, 2019, the exchange rate for the purchase of U.S. dollars as reported by the Central Bank of Brazil was R$3.96 per U.S. dollar.

 

 

7 

Exchange Controls

 

Brazilian Resolution 3,568 establishes that, without prejudice to the duty of identifying customers, operations of foreign currency purchase or sale up to $3,000 or its equivalent in other currencies are not required to submit documentation relating to legal transactions underlying these foreign exchange operations. According to Resolution 3,568, the Central Bank of Brazil may define simplified forms to record operations of foreign currency purchases and sales of up to $3,000 or its equivalent in other currencies.

 

The Brazilian Monetary Council may issue further regulations in relation to foreign exchange transactions, as well as on payments and transfers of Brazilian currency between Brazilian residents and non-residents (such transfers being commonly known as the international transfer of reais), including those made through so-called non-resident accounts.

 

Brazilian law also imposes a tax on foreign exchange transactions, or “IOF/Exchange,” on the conversion of reais into foreign currency and on the conversion of foreign currency into reais. As of October 7, 2014, the general IOF/Exchange rate applicable to almost all foreign currency exchange transactions was increased from zero to 0.38%, although other rates may apply in particular operations, such as the below transactions which are currently not taxed:

 

·inflow related to transactions carried out in the Brazilian financial and capital markets, including investments in our common shares by investors which register their investment under Resolution No. 4,373;

 

·outflow related to the return of the investment mentioned under the first bulleted item above; and

 

·outflow related to the payment of dividends and interest on shareholders’ equity in connection with the investment mentioned under the first bulleted item above.

 

Notwithstanding these rates of the IOF/Exchange, in force as of the date hereof, the Minister of Finance is legally entitled to increase the rate of the IOF/Exchange to a maximum of 25% of the amount of the currency exchange transaction, but only on a prospective basis.

 

Although the Central Bank of Brazil has intervened occasionally to control movements in the foreign exchange rates, the exchange market may continue to be volatile as a result of capital movements or other factors, and, therefore, the Brazilian real may substantially decline or appreciate in value in relation to the U.S. dollar in the future.

 

Brazilian law further provides that whenever there is a significant imbalance in Brazil’s balance of payments or reasons to foresee such a significant imbalance, the Brazilian government may, and has done so in the past, impose temporary restrictions on the remittance of funds to foreign investors of the proceeds of their investments in Brazil. The likelihood that the Brazilian government would impose such restricting measures may be affected by the extent of Brazil’s foreign currency reserves, the availability of foreign currency in the foreign exchange markets on the date a payment is due, the size of Brazil’s debt service burden relative to the economy as a whole and other factors. We cannot assure you that the Central Bank will not modify its policies or that the Brazilian government will not institute restrictions or delays on cross-border remittances in respect of securities issued in the international capital markets.

 

Mexico

 

Exchange Rates

 

The Mexican peso depreciated 0.27% against the U.S. dollar in 2018 and appreciated 1.54% in the first quarter of 2019. As of April 24, 2019, the free-market exchange rate for the purchase of U.S. dollars as reported by the Central Bank of Mexico in the Federal Official Gazette as the rate of payment of obligations denominated in non-Mexican currency payable in Mexico was Ps. 18.83 per U.S. dollar.

 

 

8 

Exchange Controls

 

For the last few years, the Mexican government has maintained a policy of non-intervention in the foreign exchange markets, other than conducting periodic auctions for the purchase of U.S. dollars, and has not had in effect any exchange controls (although these controls have existed and have been in effect in the past). However, the new Mexican government has recently indicated that it may make changes to current monetary policy and exchange controls or other interventions affecting the exchange rate may be instituted in the future. We cannot assure you that the Mexican government will maintain its current policies with regard to the Mexican peso or that the Mexican peso will not further depreciate or appreciate significantly in the future.

  

B.Capitalization and Indebtedness

 

Not applicable.

 

C.Reasons for the Offer and Use of Proceeds

 

Not applicable.

 

D.Risk Factors

 

Our business, financial condition and results of operations could be materially and adversely affected if any of the risks described below occur. As a result, the market price of our class A shares could decline, and you could lose all or part of your investment. This annual report also contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including the risks facing our company or investments in Latin America and the Caribbean described below and elsewhere in this annual report.

 

Certain Factors Relating to Our Business

 

Our rights to operate and franchise McDonald’s-branded restaurants are dependent on the MFAs, the expiration of which would adversely affect our business, results of operations, financial condition and prospects.

 

Our rights to operate and franchise McDonald’s-branded restaurants in the Territories, and therefore our ability to conduct our business, derive exclusively from the rights granted to us by McDonald’s in two MFAs through 2027. As a result, our ability to continue operating in our current capacity is dependent on the renewal of our contractual relationship with McDonald’s.

 

McDonald’s has the right, in its reasonable business judgment based on our satisfaction of certain criteria set forth in the MFAs, to grant us an option to extend the term of the MFAs with respect to all Territories for an additional period of 10 years after the expiration in 2027 of the initial term of the MFAs upon such terms as McDonald’s may determine. Pursuant to the MFAs, McDonald’s will determine whether to grant us the option to renew between August 2020 and August 2024. If McDonald’s grants us the option to renew and we elect to exercise the option, then we and McDonald’s will amend the MFAs to reflect the terms of such renewal option, as appropriate. We cannot assure you that McDonald’s will grant us an option to extend the term of the MFAs or that the terms of any renewal option will be acceptable to us, will be similar to those contained in the MFAs or will not be less favorable to us than those contained in the MFAs.

 

If McDonald’s elects not to grant us the renewal option or we elect not to exercise the renewal option, we will have a three-year period in which to solicit offers for our business, which offers would be subject to McDonald’s approval. Upon the expiration of the MFAs, McDonald’s has the option to acquire all of our non-public shares and all of the equity interests of our wholly owned subsidiary Arcos Dourados Comercio de Alimentos Ltda., the master franchisee of McDonald’s for Brazil, at their fair market value.

 

In the event McDonald’s does not exercise its option to acquire LatAm, LLC and Arcos Dourados Comercio de Alimentos Ltda., the MFAs would expire and we would be required to cease operating McDonald’s-branded restaurants, identifying our business with McDonald’s and using any of McDonald’s intellectual property. Although we would retain our real estate and infrastructure, the MFAs prohibit us from engaging in certain competitive businesses, including Burger King, Subway, KFC or any other quick-service restaurant, or QSR, business, or duplicating the McDonald’s system at another restaurant or business during the two-year period following the expiration of the MFAs. As the McDonald’s brand and our relationship with McDonald’s are among our primary competitive strengths, the expiration of the MFAs for any of the reasons described above would materially and adversely affect our business, results of operations, financial condition and prospects.

 

9 

 

Our business depends on our relationship with McDonald’s and changes in this relationship may adversely affect our business, results of operations and financial condition.

 

Our rights to operate and franchise McDonald’s-branded restaurants in the Territories, and therefore our ability to conduct our business, derive exclusively from the rights granted to us by McDonald’s in the MFAs. As a result, our revenues are dependent on the continued existence of our contractual relationship with McDonald’s.

 

Pursuant to the MFAs, McDonald’s has the ability to exercise substantial influence over the conduct of our business. For example, under the MFAs, we are not permitted to operate any other QSR chains, we must comply with McDonald’s high quality standards, we must own and operate at least 50% of all McDonald’s-branded restaurants in each of the Territories, we must maintain certain guarantees in favor of McDonald’s, including a standby letter of credit (or other similar financial guarantee acceptable to McDonald’s) in an amount of $80.0 million, to secure our payment obligations under the MFAs and related credit documents, we cannot incur debt above certain financial ratios, we cannot transfer the equity interests of our subsidiaries, any significant portion of their assets or certain of the real estate properties that we own without McDonald’s consent, and McDonald’s has the right to approve the appointment of our chief executive officer and chief operating officer. In addition, the MFAs require us to reinvest a significant amount of money, including through reimaging our existing restaurants, opening new restaurants and advertising, which plans McDonald’s has the right to approve. Under the 2017-2019 restaurant opening and reinvestment plan, we are required to open 180 restaurants and to reinvest $292 million in existing restaurants from 2017 through 2019. We cannot assure you that we will have available the funds necessary to finance these commitments, and their satisfaction may require us to incur additional indebtedness, which could adversely affect our financial condition. Moreover, we may not be able to obtain additional indebtedness on favorable terms, or at all. Failure to comply with these commitments could constitute a material breach of the MFAs and may lead to a termination by McDonald’s of the MFAs. In addition, on January 25, 2017, McDonald’s Corporation agreed to provide growth support for the same period. The impact of this support resulted in an effective royalty rate of 5.2% in 2017 and of 5.4% in 2018, and we project that it could result in an effective royalty rate of 5.9% in 2019.

 

Notwithstanding the foregoing, McDonald’s has no obligation to fund our operations. In addition, McDonald’s does not guarantee any of our financial obligations, including trade payables or outstanding indebtedness, and has no obligation to do so.

 

If the terms of the MFAs excessively restrict our ability to operate our business or if we are unable to satisfy our restaurant opening and reinvestment commitments under the MFAs, our business, results of operations and financial condition would be materially and adversely affected.

 

For certain periods of 2014, 2015 and 2016, McDonald’s Corporation granted us limited waivers for our non-compliance with certain quarterly financial ratios specified in the MFA; a failure to comply with our original commitments could result in a material breach of the MFA.

 

During certain periods of 2014, 2015 and 2016, we were not in compliance with certain quarterly financial ratios specified in the MFA. We obtained a limited waiver from McDonald’s Corporation through and including June 30, 2016. During the waiver period we were not required to maintain these quarterly financial ratios. We have been in compliance with these quarterly ratios since the expiration of the waiver. However, if we are unable to comply with our original commitments under the MFA or to obtain a waiver for any non-compliance in the future, we could be in material breach. If we breach the MFA, McDonald’s will have certain rights, including the ability to acquire all or portions of our business. See “Item 10. Additional Information—C. Material Contracts—The MFAs.”

 

McDonald’s has the right to acquire all or portions of our business upon the occurrence of certain events and, in the case of a material breach of the MFAs, may acquire our non-public shares or our interests in one or more Territories at 80% of their fair market value.

 

Pursuant to the MFAs, McDonald’s has the right to acquire our non-public shares or our interests in one or more Territories upon the occurrence of certain events, including the death or permanent incapacity of our controlling shareholder or a material breach of the MFAs. In the event McDonald’s were to exercise its right to acquire all of our non-public shares, McDonald’s would become our controlling shareholder.

 

McDonald’s has the option to acquire all, but not less than all, of our non-public shares at 100% of their fair market value during the twelve-month period following the eighteen-month anniversary of the death or permanent

 

10 

 

incapacity of Mr. Woods Staton, our Executive Chairman and controlling shareholder. In addition, if there is a material breach that relates to one or more Territories in which there are at least 100 restaurants in operation, McDonald’s has the right either to acquire all of our non-public shares or our interests in our subsidiaries in such Territory or Territories. By contrast, if the initial material breach of the MFAs affects or is attributable to any of the Territories in which there are less than 100 restaurants in operation, McDonald’s only has the right to acquire the equity interests of any of our subsidiaries in the relevant Territory. For example, since we have more than 100 restaurants in Mexico, if a Mexican subsidiary were to materially breach the MFA, McDonald’s would have the right either to acquire our entire business throughout Latin America and the Caribbean or just our Mexican operations, whereas upon a similar breach by our Ecuadorean subsidiary, which has less than 100 restaurants in operation, McDonald’s would only have the right to acquire our interests in our operations in Ecuador.

 

McDonald’s was granted a perfected security interest in the equity interests of LatAm, LLC, Arcos Dourados Comercio de Alimentos Ltda. and certain of their subsidiaries to protect this right. In the event this right is exercised as a result of a material breach of the MFAs, the amount to be paid by McDonald’s would be equal to 80% of the fair market value of the acquired equity interests. If McDonald’s exercises its right to acquire our interests in one or more Territories as a result of a material breach, our business, results of operations and financial condition would be materially and adversely affected. See “Item 10. Additional Information—C. Material Contracts—The MFAs—Termination” for more details about fair market value calculation.

 

The failure to successfully manage our future growth may adversely affect our results of operations.

 

Our business has grown significantly since the Acquisition, largely due to the opening of new restaurants in existing and new markets within the Territories, and also from an increase in comparable store sales. Our total number of restaurant locations has increased from 1,569 at the date of the Acquisition to 2,223 restaurants as of December 31, 2018.

 

Our growth is, to a certain extent, dependent on new restaurant openings and therefore may not be constant from period to period; it may accelerate or decelerate in response to certain factors. There are many obstacles to opening new restaurants, including determining the availability of desirable locations, securing reliable suppliers, hiring and training new personnel and negotiating acceptable lease terms, and, in times of adverse economic conditions, franchisees may be more reluctant to provide the investment required to open new restaurants. In addition, our growth in comparable store sales is dependent on continued economic growth in the countries in which we operate as well as our ability to continue to predict and satisfy changing consumer preferences.

 

We plan our capital expenditures on an annual basis, taking into account historical information, regional economic trends, restaurant opening and reimaging plans, site availability and the investment requirements of the MFAs in order to maximize our returns on invested capital. The success of our investment plan may, however, be harmed by factors outside our control, such as changes in macroeconomic conditions, changes in demand and construction difficulties that could jeopardize our investment returns and our future results and financial condition.

 

We depend on oral agreements with third-party suppliers and distributors for the provision of products that are necessary for our operations.

 

Supply chain management is an important element of our success and a crucial factor in optimizing our profitability. We use McDonald’s centralized supply chain management model, which relies on approved third-party suppliers and distributors for goods, and we generally use several suppliers to satisfy our needs for goods. This system encompasses selecting and developing suppliers of core products—beef, chicken, buns, produce, cheese, dairy mixes, beverages and toppings—who are able to comply with McDonald’s high quality standards, and establishing sustainable relationships with these suppliers. McDonald’s standards include cleanliness, product consistency, timeliness, following internationally recognized manufacturing practices, meeting or exceeding all local food regulations and compliance with our Hazard Analysis Critical Control Plan, a systematic approach to food safety that emphasizes protection within the processing facility, rather than detection, through analysis, inspection and follow-up.

 

Our 34 largest suppliers account for approximately 70.7 % of our purchases excluding Venezuela. Very few of our suppliers have entered into written contracts with us as we only have pricing protocols with a vast majority of them. Our supplier approval process is thorough and lengthy in order to ensure compliance with McDonald’s high quality standards. We therefore tend to develop strong relationships with approved suppliers and, given our importance to them, have found that pricing protocols with them are generally sufficient to ensure a reliable supply

 

11 

 

of quality products. While we source our supplies from many approved suppliers in Latin America and the Caribbean, thereby reducing our dependence on any one supplier, the informal nature of the majority of our relationships with suppliers means that we may not be assured of long-term or reliable supplies of products from those suppliers.

 

In addition, certain supplies, such as beef, must often be locally sourced due to restrictions on their importation. In light of these restrictions, as well as the MFAs’ requirement to purchase certain core supplies from approved suppliers, we may not be able to quickly find alternate or additional supplies in the event a supplier is unable to meet our orders.

 

If our suppliers fail to provide us with products in a timely manner due to unanticipated demand, production or distribution problems, financial distress or shortages, if our suppliers decide to terminate their relationship with us or if McDonald’s determines that any product or service offered by an approved supplier is not in compliance with its standards and we are obligated to terminate our relationship with such supplier, we may have difficulty finding appropriate or compliant replacement suppliers. As a result, we may face inventory shortages that could negatively affect our operations.

 

Our financial condition and results of operations depend, to a certain extent, on the financial condition of our franchisees and their ability to fulfill their obligations under their franchise agreements.

 

As of December 31, 2018, 30.7% of our restaurants were franchised. Under our franchise agreements, we receive monthly payments which are, in most cases, the greater of a fixed rent or a certain percentage of the franchisee’s gross sales. Franchisees are independent operators with whom we have franchise agreements. We typically own or lease the real estate upon which franchisees’ restaurants are located and franchisees are required to follow our operating manual that specifies items such as menu choices, permitted advertising, equipment, food handling procedures, product quality and approved suppliers. Our operating results depend to a certain extent on the restaurant profitability and financial viability of our franchisees. The concurrent failure by a significant number of franchisees to meet their financial obligations to us could jeopardize our ability to meet our obligations.

 

In addition, we are liable for our franchisees’ monthly payment of a continuing franchise fee to McDonald’s, which represents a percentage of those franchised restaurants’ gross sales. To the extent that our franchisees fail to pay this fee in full, we are responsible for any shortfall. As such, the concurrent failure by a significant number of franchisees to pay their continuing franchise fees could have a material adverse effect on our results of operations and financial condition.

 

We do not have full operational control over the businesses of our franchisees.

 

We are dependent on franchisees to maintain McDonald’s quality, service and cleanliness standards, and their failure to do so could materially affect the McDonald’s brand and harm our future growth. Although we exercise significant influence over franchisees through the franchise agreements, franchisees have some flexibility in their operations, including the ability to set prices for our products in their restaurants, hire employees and select certain service providers. In addition, it is possible that some franchisees may not operate their restaurants in accordance with our quality, service, cleanliness, health or product standards. Although we take corrective measures if franchisees fail to maintain McDonald’s quality, service and cleanliness standards, we may not be able to identify and rectify problems with sufficient speed and, as a result, our image and operating results may be negatively affected.

 

Ownership and leasing of a broad portfolio of real estate exposes us to potential losses and liabilities.

 

As of December 31, 2018, we owned the land for 496 of our 2,223 restaurants and the buildings for all but 11 of our restaurants. The value of these assets could decrease or rental costs could increase due to changes in local demographics, the investment climate and increases in taxes.

 

The majority of our restaurant locations, or those operated by our franchisees, are subject to long-term leases. We may not be able to renew leases on acceptable terms or at all, in which case we would have to find new locations to lease or be forced to close the restaurants. If we are able to negotiate a new lease at an existing location, we may be subject to a rent increase. In addition, current restaurant locations may become unattractive due to changes in neighborhood demographics or economic conditions, which may result in reduced sales at these locations.

 

12 

 

The success of our business is dependent on the effectiveness of our marketing strategy.

 

Market awareness is essential to our continued growth and financial success. Pursuant to the MFAs, we create, develop and coordinate marketing plans and promotional activities throughout the Territories, and franchisees contribute a percentage of their gross sales to our marketing plan. In addition, we are required under the MFAs to spend at least 5% of our sales on advertising and promotional activities in the majority of our markets. Pursuant to the MFAs, McDonald’s has the right to review and approve our marketing plans in advance and may request that we cease using the materials or promotional activities at any time if McDonald’s determines that they are detrimental to its brand image. We also participate in global and regional marketing activities undertaken by McDonald’s and pay McDonald’s approximately 0.1% of our sales in order to fund such activities.

 

If our advertising programs are not effective, or if our competitors begin spending significantly more on advertising than we do, we may be unable to attract new customers or existing customers may not return to our restaurants and our operating results may be negatively affected.

 

We use non-committed lines of credit to partially finance our working capital needs.

 

We use non-committed lines of credit to partially finance our working capital needs. Given the nature of these lines of credit, they could be withdrawn and no longer be available to us, or their terms, including the interest rate, could change to make the terms no longer acceptable to us. The availability of these lines of credit depends on the level of liquidity in financial markets, which can vary based on events outside of our control, including financial or credit crises. Any inability to draw upon our non-committed lines of credit could have an adverse effect on our working capital, financial condition and results of operations.

 

Covenants and events of default in the agreements governing our outstanding indebtedness could limit our ability to undertake certain types of transactions and adversely affect our liquidity.

 

As of December 31, 2018, we had $589.8 million in total outstanding indebtedness, consisting of $630.3 million in long-term debt, $0.4 million in short-term debt and $(40.9) million related to the fair market value of our outstanding derivative instruments. The agreements governing our outstanding indebtedness contain covenants and events of default that may limit our financial flexibility and ability to undertake certain types of transactions. For instance, we are subject to negative covenants that restrict some of our activities, including restrictions on:

 

·creating liens;

 

·paying dividends;

 

·maintaining certain leverage ratios;

 

·entering into sale and lease-back transactions; and

 

·consolidating, merging or transferring assets.

 

During certain periods of 2014, we were not in compliance with certain quarterly financial ratios specified in our revolving credit facility with Bank of America, N.A. We were able to successfully negotiate an amendment to the credit facility to increase these financial ratios, and we are currently in compliance with the revised ratios. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Net Cash (used in) Financing Activities—Revolving Credit Facilities”.

 

If we fail to satisfy the covenants set forth in these agreements or another event of default occurs under the agreements, our outstanding indebtedness under the agreements could become immediately due and payable. If our outstanding indebtedness becomes immediately due and payable and we do not have sufficient cash on hand to pay all amounts due, we could be required to sell assets, to refinance all or a portion of our indebtedness or to obtain additional financing. Refinancing may not be possible and additional financing may not be available on commercially acceptable terms, or at all.

 

13 

 

Uncertainty relating to the calculation of LIBOR and other reference rates and their potential discontinuance may materially adversely affect the value of our indebtedness and as a result our business, results of operations, financial condition and prospects.

 

As of December 31, 2018, we had no outstanding indebtedness tied to variable interest rates. However, we may take out loans in the future pursuant to our revolving credit facilities, some of which are tied to variable interest rates, primarily LIBOR. In recent years, national and international regulators and law enforcement agencies have conducted investigations into a number of rates or indices, such as LIBOR, which are deemed to be “reference rates.” Actions by such regulators and law enforcement agencies may result in changes to the manner in which certain reference rates are determined, their discontinuance, or the establishment of alternative reference rates. In particular, on July 27, 2017, the Chief Executive of the U.K. Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. Such announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. Notwithstanding the foregoing, it appears highly likely that LIBOR will be discontinued or modified by 2021.

 

At this time, it is not possible to predict the effect that these developments, any discontinuance, modification or other reforms to LIBOR or any other reference rate, or the establishment of alternative reference rates may have on LIBOR, other benchmarks or floating rate debt securities, including the floating rate notes. Uncertainty as to the nature of such potential discontinuance, modification, alternative reference rates or other reforms may materially adversely affect the value of certain of our credit agreements that are tied to LIBOR. Furthermore, the use of alternative reference rates or other reforms could cause the interest rate calculated for such indebtedness to be materially different than expected. Any of the foregoing could have a material adverse effect on our business, results of operations, financial condition and prospects.

 

Our inability to attract and retain qualified personnel may affect our growth and results of operations.

 

We have a strong management team with broad experience in human resources, product development, supply chain management, operations, finance, marketing, real estate development and training. Our growth plans place substantial demands on our management team, and future growth could increase those demands. In addition, pursuant to the MFAs, McDonald’s is entitled to approve the appointment of our chief executive officer and chief operating officer. Our ability to manage future growth will depend on the adequacy of our resources and our ability to continue to identify, attract and retain qualified personnel. Failure to do so could have a material adverse effect on our business, financial condition and results of operations.

 

Also, the success of our operations depends in part on our ability to attract and retain qualified regional and restaurant managers and general staff. If we are unable to recruit and retain our employees, or fail to motivate them to provide quality food and service, our image, operations and growth could be adversely affected.

 

The resignation, termination, permanent incapacity or death of our Executive Chairman could adversely affect our business, results of operations, financial condition and prospects.

 

Due to Mr. Woods Staton’s unique experience and leadership capabilities, it would be difficult to find a suitable successor for him if he were to cease serving as Executive Chairman for any reason. In the event of Mr. Woods Staton’s death or permanent incapacity, pursuant to the MFA, McDonald’s has the right to acquire all of our non-public shares during the twelve-month period beginning on the eighteen-month anniversary of his death or incapacity.

 

In addition, in the event that we need to appoint a new CEO, pursuant to the MFA, we must submit to McDonald’s the name of such proposed successor for McDonald’s approval. If we and McDonald’s have not agreed upon a successor CEO after six months, McDonald’s may designate a temporary CEO in its sole discretion pending our submission of information relating to a further candidate and McDonald’s approval of that candidate. A delay in finding a suitable successor CEO could adversely affect our business, results of operations, financial condition and prospects.

 

Labor shortages or increased labor costs could harm our results of operations.

 

Our operations depend in part on our ability to attract and retain qualified restaurant managers and crew. While the turnover rate varies significantly among categories of employees, due to the nature of our business we

 

14 

 

traditionally experience a high rate of turnover among our crew and we may not be able to replace departing crew with equally qualified or motivated staff.

 

As of December 31, 2018, we had 78,691 employees in our Company-operated restaurants and staff. Controlling labor costs is critical to our results of operations, and we closely monitor those costs. Some of our employees are paid minimum wages; any increases in minimum wages or changes to labor regulations in the Territories could increase our labor costs. For example, during 2018, Venezuela implemented six increases in the minimum wage. Similarly, in Argentina, a law enacted in November 2010 requires companies to pay overtime to all employees (except directors and managers). In addition, certain proposed bills have attempted to implement additional payments for weekends and mandatory employee profit-sharing, but none of those have been enacted by Congress. These or similar regulations, if adopted, may have an adverse impact on our results of operations. Competition for employees could also cause us to pay higher wages.

 

Some of our employees are represented by unions and are working under agreements that are subject to annual salary negotiations. We cannot guarantee the results of any such collective bargaining negotiations or whether any such negotiations will result in a work stoppage. In addition, employees may strike for reasons unrelated to our union arrangements. Any future work stoppage could, depending on the affected operations and the length of the work stoppage, have a material adverse effect on our financial position, results of operations or cash flows.

 

A failure by McDonald’s to protect its intellectual property rights, including its brand image, could harm our results of operations.

 

The profitability of our business depends in part on consumers’ perception of the strength of the McDonald’s brand. Under the terms of the MFAs, we are required to assist McDonald’s with protecting its intellectual property rights in the Territories. Nevertheless, any failure by McDonald’s to protect its proprietary rights in the Territories or elsewhere could harm its brand image, which could affect our competitive position and our results of operations.

 

Under the MFAs, we may use, and grant rights to franchisees to use, McDonald’s intellectual property in connection with the development, operation, promotion, marketing and management of our restaurants. McDonald’s has reserved the right to use, or grant licenses to use, its intellectual property in Latin America and the Caribbean for all other purposes, including to sell, promote or license the sale of products using its intellectual property. If we or McDonald’s fail to identify unauthorized filings of McDonald’s trademarks and imitations thereof, and we or McDonald’s do not adequately protect McDonald’s trademarks and copyrights, the infringement of McDonald’s intellectual property rights by others may cause harm to McDonald’s brand image and decrease our sales.

 

Non-compliance with anti-terrorism and anti-corruption regulations could harm our reputation and have an adverse effect on our business, results of operations and financial condition.

 

A material breach under the MFAs would occur if we, or our subsidiaries that are a party to the MFAs, materially breached any of the representations or warranties or obligations under the MFAs (not cured within 30 days after receipt of notice thereof from McDonald’s) relating to or otherwise in connection with any aspect of the master franchise business, the franchised restaurants or any other matter in or affecting any one or more Territories, including by failing to comply with anti-terrorism or anti-corruption policies and procedures required by applicable law.

 

We maintain policies and procedures that require our employees to comply with anti-corruption laws, including the Foreign Corrupt Practices Act of 1977 (the “FCPA”), and our corporate standards of ethical conduct. However, we cannot ensure that these policies and procedures will always protect us from intentional, reckless or negligent acts committed by our employees or agents. If we are not in compliance with the FCPA and other applicable anti-corruption laws, we may be subject to criminal and civil penalties and other remedial measures, which could have an adverse impact on our business, financial condition, and results of operations. Any investigation of any potential violations of the FCPA or other anti-corruption laws by U.S. or other governmental authorities could adversely impact our reputation, cause us to lose or become disqualified from bids, and lead to other adverse impacts on our business, financial condition and results of operations.

 

Any tax increase or change in tax legislation may adversely affect our results of operations.

 

Since we conduct our business in many countries in Latin America and the Caribbean, we are subject to the application of multiple tax laws and multinational tax conventions. Our effective tax rate therefore depends on these

 

15 

 

tax laws and multinational tax conventions, as well as on the effectiveness of our tax planning abilities. Our income tax position and effective tax rate are subject to uncertainty as our income tax position for each year depends on the profitability of Company-operated restaurants and on the profitability of franchised restaurants operated by our franchisees in tax jurisdictions that levy income tax at a broad range of rates. It is also dependent on changes in the valuation of deferred tax assets and liabilities, the impact of various accounting rules, changes to these rules and tax laws and examinations by various tax authorities. If our actual tax rate differs significantly from our estimated tax rate, this could have a material impact on our financial condition. In addition, any increase in the rates of taxes, such as income taxes, excise taxes, value added taxes, import and export duties, and tariff barriers or enhanced economic protectionism could negatively affect our business. Fiscal measures that target either QSRs or any of our products could also be taken.

 

We cannot assure you that any governmental authority in any country in which we operate will not increase taxes or impose new taxes on our operations or products in the future.

 

Tax assessments in any of the jurisdictions in which we operate may negatively affect our business and results of operations.

 

As part of the ordinary course of business, we are subject to inspections by federal, municipal and state tax authorities in Latin America. These inspections may generate tax assessments which, depending on their results, may have an adverse effect on our financial results. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.”

 

Litigation and other pressure tactics could expose our business to financial and reputational risk.

 

Given that we conduct our business in many countries, we may be subject to multi-jurisdictional private and governmental lawsuits, including but not limited to lawsuits relating to labor and employment practices, taxes, trade and business practices, franchising, intellectual property, consumer, real property, landlord/tenant, environmental, advertising, nutrition and antitrust matters. In the past, QSR chains have been subject to class-action lawsuits claiming that their food products and promotional strategies have contributed to the obesity of some customers. We cannot guarantee that we will not be subject to these types of lawsuits in the future. We may also be the target of pressure tactics such as strikes, boycotts and negative publicity from government officials, suppliers, distributors, employees, unions, special interest groups and customers that may negatively affect our reputation.

 

Information technology system failures or interruptions or breaches of our network security may interrupt our operations, exposing us to increased operating costs and to litigation.

 

We rely heavily on our computer systems and network infrastructure across our operations including, but not limited to, point-of-sale processing at our restaurants. As of the date of this annual report, we have not experienced any information security problems. However, despite our implementation of security measures and controls that provide reasonable assurance regarding our security posture, there remains the risk that our technology systems are vulnerable to damage, disability or failures due to physical theft, fire, power loss, telecommunications failure or other catastrophic events. If those systems were to fail or otherwise be unavailable, and we were unable to recover in a timely way, we could experience an interruption in our operations.  Moreover, security breaches involving our systems may occur in the future. These include internal and external security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers. Our information technology systems contain personal, financial and other information that is entrusted to us by our customers, our employees and other third parties, as well as financial, proprietary and other confidential information related to our business. Moreover, our increasing reliance on third party systems also present the risks faced by the third party’s business, including the operational, security and credit risks of those parties. An actual or alleged security breach could result in disruptions, shutdowns, theft or unauthorized disclosure of personal, financial, proprietary or other confidential information. The occurrence of any of these incidents could result in reputational damage, adverse publicity, loss of consumer confidence, reduced sales and profits, complications in executing our growth initiatives and criminal penalties or civil liabilities.

 

Our insurance may not be sufficient to cover certain losses.

 

We face the risk of loss or damage to our properties, machinery and inventories due to fire, theft and natural disasters such as earthquakes and floods. While our insurance policies cover some losses in respect of damage or

 

16 

 

loss of our properties, machinery and inventories, our insurance may not be sufficient to cover all such potential losses. In the event that such loss exceeds our insurance coverage or is not covered by our insurance policies, we will be liable for the excess in losses. In addition, even if such losses are fully covered by our insurance policies, such fire, theft or natural disaster may cause disruptions or cessations in its operations and adversely affect our financial condition and results of operations.

 

Certain Factors Relating to Our Industry

 

The food services industry is intensely competitive and we may not be able to continue to compete successfully.

 

Although competitive conditions in the QSR industry vary in each of the countries in which we conduct our operations, we compete with many well-established restaurant companies on price, brand image, quality, sales promotions, new product development and restaurant locations. Since the restaurant industry has few barriers to entry, our competitors are diverse and range from national and international restaurant chains to individual, local restaurant operators. Our largest competitors include Burger King, Yum! Brands (which operates KFC restaurants, Taco Bell and Pizza Hut and Pizza Hut Express restaurants), Carl’s Junior and Subway. In Brazil, we also compete with Habib’s, a Brazilian QSR chain that focuses on Middle Eastern food, and Bob’s, a primarily Brazilian QSR chain that focuses on hamburger product offerings. We also face strong competition from new businesses targeting the same clients we serve, as well as from street vendors of limited product offerings, including hamburgers, hot dogs, pizzas and other local food items. We expect competition to increase as our competitors continue to expand their operations, introduce new products and market their brands.

 

If any of our competitors offers products that are better priced or more appealing to the tastes of consumers, increases its number of restaurants, obtains more desirable restaurant locations, provides more attractive financial incentives to management personnel, franchisees or hourly employees or has more effective marketing initiatives than we do in any of the markets in which we operate, this could have a material adverse effect on our results of operations.

 

Increases in commodity prices or other operating costs could harm our operating results.

 

Food and paper costs represented 35.1% of our total sales by Company-operated restaurants in 2018, and 21.1% of our food and paper raw materials cost is exposed to fluctuations in foreign exchange rates. We rely on, among other commodities, beef, chicken, produce, dairy mixes, beverages and toppings. The cost of food and supplies depends on several factors, including global supply and demand, new product offerings, weather conditions, fluctuations in energy costs and tax incentives, all of which makes us susceptible to substantial price and currency fluctuations and other increased operating costs. Our hedging strategies on the imported portion of our food and paper raw materials may not be successful in fully offsetting cost increases due to currency fluctuations. Furthermore, due to the competitive nature of the restaurant industry, we may be unable to pass increased operating costs on to our customers, which could have an adverse effect on our results of operations.

 

Demand for our products may decrease due to changes in consumer preferences or other factors.

 

Our competitive position depends on our continued ability to offer items that have a strong appeal to consumers. If consumer dining preferences change due to shifts in consumer demographics, dietary inclinations, trends in food sourcing or food preparation and our consumers begin to seek out alternative restaurant options, our financial results might be adversely affected. In addition, negative publicity surrounding our products could also materially affect our business and results of operations.

 

Our success in responding to consumer demands depends in part on our ability to anticipate consumer preferences and introduce new items to address these preferences in a timely fashion.

 

Our investments to enhance the customer experience, including through technology, may not generate the expected returns.

 

We are engaged in various efforts to improve our customers’ experience in our restaurants. In particular, in partnership with McDonald’s, we have invested in Experience of the Future (“EOTF”), which focuses on restaurant modernization and technology and digital engagement in order to transform the restaurant experience. As we accelerate our pace of converting restaurants to EOTF, we are placing renewed emphasis on improving our service model and strengthening relationships with customers, in part through digital channels and loyalty initiatives and payment systems.

 

17 

 

 

We are also developing a mobile ordering platform, which we expect to be available in the short term. In addition, we continue to build on mobile ordering and delivery initiatives, which may not generate expected returns. We may not fully realize the intended benefits of these significant investments, or these initiatives may not be well executed, and therefore our business results may suffer.

 

Our business activity may be negatively affected by disruptions, catastrophic events or health pandemics.

 

Unpredictable events beyond our control, including war, terrorist activities, political and social unrest and natural disasters, could disrupt our operations and those of our franchisees, suppliers or customers, have a negative effect on consumer spending or result in political or economic instability. These events could reduce demand for our products or make it difficult to ensure the regular supply of products through our distribution chain.

 

In addition, incidents of health pandemics, food-borne illnesses or food tampering could reduce sales in our restaurants. Widespread illnesses such as avian influenza, the H1N1 influenza virus, e-coli, bovine spongiform encephalopathy (or “mad cow” disease), hepatitis A or salmonella could cause customers to avoid meat or fish products. For example, the H1N1 influenza virus outbreak in Argentina and Mexico in 2009 significantly impacted our sales in those countries. Furthermore, our reliance on third-party food suppliers and distributors increases the risk of food-borne illness incidents being caused by third-party food suppliers and distributors who operate outside of our control and/or multiple locations being affected rather than a single restaurant. In addition, recurrent events in our region related to the Dengue, Yellow Fever and Zika viruses have resulted in heightened health concerns in the region, which could reduce the visits to our restaurants if these cases are not controlled. The latest reports of the Panamerican Health Organization related to Processed and Ultra Processed Foods put fast-food related products on their list of recommended products to avoid consuming, or on which to apply additional taxes or advertising-related restrictions.

 

Food safety events involving McDonald’s outside of Latin America or other well-known QSR chains could negatively impact our business industry. Another extended issue in our region is the use of social media to post complaints against the QSR segment and the use of mobile phones to capture any deviation in our processes, products or facilities. Media reports of health pandemics or food-borne illnesses found in the general public or in any QSR could dramatically affect restaurant sales in one or several countries in which we operate, or could force us to temporarily close an undetermined number of restaurants. As a restaurant company, we depend on consumer confidence in the quality and safety of our food. Any illness or death related to food that we serve could substantially harm our operations. While we maintain extremely high standards for the quality of our food products and dedicate substantial resources to ensure that these standards are met and well communicated publicly the spread of these illnesses is often beyond our control and we cannot assure you that new illnesses resistant to any precautions we may take will not develop in the future.

 

In addition, our industry has long been subject to the threat of food tampering by suppliers, employees or customers, such as the addition of foreign objects to the food that we sell. Reports, whether true or not, of injuries caused by food tampering have in the past negatively affected the reputations of QSR chains and could affect us in the future. Instances of food tampering, even those occurring solely at competitor restaurants, could, by causing negative publicity about the restaurant industry, adversely affect our sales on a local, regional, national or systemwide basis. A decrease in customer traffic as a result of public health concerns or negative publicity could materially affect our business, results of operations and financial condition.

 

Restrictions on promotions and advertisements directed at families with children and regulations regarding the nutritional content of children’s meals may harm McDonald’s brand image and our results of operations.

 

A significant portion of our business depends on our ability to make our product offerings appealing to families with children. Argentina, Brazil, Chile, Colombia, Mexico, Peru and Uruguay are considering imposing, or have already imposed, restrictions on the ways in which we market our products, including proposals restricting our ability to advertise directly to children through the use of toys and to sell toys in conjunction with food.

 

In June 2012, Chile passed a law banning the inclusion of toys in children's meals with certain nutritional characteristics (Law Nº 20,606). This law came into effect on June 26, 2016. The ban in Chile also restricts

 

18 

 

advertisements to children under the age of 14. As a result of these laws, we modified our children's meals in order to continue offering toys in them. The measures adopted allowed us to continue selling children's meals at similar levels as before the Law Nº 20,606 came into effect. However, we were subject to several audits by the Chilean authorities. Chilean Law Nº 20,869, which also came into effect on June 26, 2016, restricts advertisements on television and in movie theaters between 6:00 a.m. and 10:00 p.m. This law affects food products that exceed certain standards of nutritional quality set by the Chilean authorities. These restrictions on advertisements did not affect or have any impact on our sales. On June 26, 2019, strict standards of nutritional quality set by the Chilean authorities will come into effect and we have already modified the contents of some of our products in order to continue offering toys in children’s meals.

 

Similar to Chile, in 2013, Peru approved Law No. 30021, which, together with the corresponding Regulatory Decree approved in June 2017, restricts the advertising of processed food products and non-alcoholic beverages intended for children under 16. In addition, regulations establish that advertisements of food products and non-alcoholic beverages containing trans-fat and high levels of sodium, sugar and saturated fat must contain a warning stating that excessive consumption should be avoided. These regulations do not include food prepared on the spot at the request of a customer, and as a result, Arcos Dorados’ products are excluded from the scope of application of such law.

 

Since 2014, the Mexican Ministry of Health empowered the Federal Commission for Prevention of Sanitary Risks (Comisión Federal para la Protección contra Riesgos Sanitarios or COFEPRIS) to regulate advertising directed at families with children. On April 15, 2014, COFEPRIS issued certain regulations which establish the maximum contents of fat, sodium and sugars that every meal advertised to children on television and in cinemas may contain. In February of 2015, COFEPRIS ordered us to stop advertising Happy Meals on television until we disclosed all the nutritional information for Happy Meals to COFEPRIS. We provided this information to COFEPRIS, but we have not yet received any legal authorization to advertise Happy Meals either during the general times when children may be watching television or during any programming geared towards children. Generally, we are prohibited from advertising Happy Meals from 2:30 p.m. to 7:30 p.m., Monday through Friday, and from 7:00 a.m. to 7:00 p.m. on Saturday and Sunday.

 

In Brazil, the Federal Prosecutor’s Office filed suit in 2009 seeking to enjoin various QSRs, including us, from including toys in our children’s meals. The Lower Federal Court in São Paulo ruled that the lawsuit was without merit. The Prosecutor’s Office filed an appeal against this decision, which will be adjudicated by the Regional Federal Court in São Paulo. As of the date of this annual report, this appeal is still pending and the outcome remains uncertain. In addition, the number of proposed laws seeking to restrict the sale of toys with meals increased significantly in Brazil at the federal, state and municipal levels. In April 2013, a consumer protection agency in Brazil fined us $1.6 million for a 2010 advertising campaign relating to our offering of meals with toys from the motion picture Avatar. We filed a lawsuit seeking to annul the fine. The lower court ruled there was no basis for the penalty, which was upheld by the appellate court. The consumer protection agency filed a special appeal against this decision, which is pending final decision. Although similar fines relating to our current and previous advertising campaigns involving the sale of toys may be possible in the future, as of the date of this annual report, we are unaware of any other such fines, and in 2018, our subsidiaries in Brazil and Mexico joined the International Food and Beverage Alliance that regulates advertising for kids to help ensure our ongoing compliance with advertising restrictions.

 

On July 28, 2014, Colombia enacted Decree 975 of 2014, which sets forth certain directives regarding advertising directed at children. These directives include, (i) limiting any insinuation that the food and beverage being advertised is a substitute for any of the principal daily meals; (ii) any advertising directed at children or adolescents, during certain times of the day when children and adolescents are more likely to be consuming such advertising, must include disclosure that the advertisement is not part of the actual program; and (iii) requiring parental approval for any advertisement through a child/adolescent digital platform that requests any download or purchase.

 

Certain jurisdictions in the United States are also considering curtailing or have curtailed food retailers’ ability to sell meals to children including free toys if these meals do not meet certain nutritional criteria.

 

In Argentina, there are currently several bills in Congress aimed at restricting advertising of high-calorie or processed food and beverages, which are being discussed. Although as of the date of this annual report there are currently no federal regulations in force, some of these bills might be enacted in the short term. In addition, at the

 

19 

 

local level, the Province of Santa Fe and the City of Buenos Aires have enacted local regulations, imposing certain restrictions on the advertisement of high-calorie or processed foods and beverages targeting underage consumers.

 

Although we have in many cases been able to mitigate the impact of these types of laws and regulations on our sales, we may not be able to do so in the future and the imposition of similar or stricter laws and regulations in the future in the Territories may have a negative impact on our results of operations. In general, regulatory developments that adversely impact our ability to promote and advertise our business and communicate effectively with our target customers, including restrictions on the use of licensed characters, may have a negative impact on our results of operations.

 

We are subject to increasingly strict data protection laws, which could increase our costs and adversely affect our business.

 

On August 2018, Brazil approved the General Data Protection Law (“Lei Geral de Proteção de Dados” or “LGPD”), federal law 13,709/2018. Very similar to the European Union General Data Protection Regulation (“GDPR”), the LGDP significantly improves Brazil’s existing legal framework by regulating the use of personal data by the private and public sectors. The concept of “data processing” is broad and includes the collection, storage, transfer, deletion and other activities related to personal data; penalties include warnings, single and daily fines, blocking and elimination of the personal data at stake. By the time of its enforcement on August 2020, Arcos Dourados Comercio de Alimentos Ltda. will need to ensure that personal data processing is grounded on at least one legal basis provided for in the LGPD and will need to adopt administrative and technical security measures to protect personal data. The implementation of these and similar laws and regulations in the other countries in which we operate may increase our operation costs, which could have a material adverse effect on our business.

 

Environmental laws and regulations may affect our business.

 

We are subject to various environmental laws and regulations. These laws and regulations govern, among other things, discharges of pollutants into the air and water and the presence, handling, release and disposal of, and exposure to, hazardous substances. These laws and regulations provide for significant fines and penalties for noncompliance. Third parties may also assert personal injury, property damage or other claims against owners or operators of properties associated with release of, or actual or alleged exposure to, hazardous substances at, on or from our properties.

 

Liability from environmental conditions relating to prior, existing or future restaurants or restaurant sites, including franchised restaurant sites, may have a material adverse effect on us. Moreover, the adoption of new or more stringent environmental laws or regulations could result in a material environmental liability to us.

 

In addition, beginning in 2018, Latin America experienced a wave of regulatory attempts to eliminate single use plastic products in the region. In many countries, new laws and regulations, especially in relation to the use of plastic straws, have already been approved and in many cases will carry stiff penalties for violations. We will need to find suitable alternatives before these new laws and regulations become effective. We are working to find alternative products, which may be more expensive than the plastic products we previously used and which may increase our costs and have a material adverse effect on our business.

 

We may be adversely affected by legal actions with respect to our business.

 

We could be adversely affected by legal actions and claims brought by consumers or regulatory authorities in relation to the quality of our products and eventual health problems or other consequences caused by our products or by any of their ingredients. We could also be affected by legal actions and claims brought against us for products made in a jurisdiction outside the jurisdictions where we are operating. An array of legal actions, claims or damaging publicity may affect our reputation as well as have a material adverse effect on our revenues and businesses. See “Item 8. Financial Information─A. Consolidated Statements and Other Information─Legal Proceedings.”

 

Unfavorable publicity or a failure to respond effectively to adverse publicity, particularly on social media platforms, could harm our reputation and adversely impact our business and financial performance.

 

The good reputation of our brand is a key factor in the success of our business. Actual or alleged incidents at any of our restaurants could result in harmful publicity. Even incidents occurring at restaurants operated by our

 

20 

 

competitors or in the supply chain generally could result in negative publicity that could harm the restaurant industry and thus, indirectly, our brand. In particular, in recent years, there has been a marked increase in the use of social media platforms and similar devices which give individuals access to a broad audience of consumers and other interested persons. Many social media platforms immediately publish the content their participants’ posts, often without filters or checks on accuracy of the content posted. A variety of risks are associated with the dissemination of this information online, including the improper disclosure of proprietary information, negative comments about our company, exposure of personally identifiable information, fraud or outdated information. The inappropriate use of social media platforms by our customers, employees or other individuals could increase our costs, lead to litigation or result in negative publicity that could damage our reputation. If we are unable to quickly and effectively respond, we may suffer damage to our reputation or loss of consumer confidence in our products, which could adversely affect our business, results of operations, cash flows and financial condition, as well as require resources to rebuild our reputation.

 

Certain Factors Relating to Latin America and the Caribbean

 

Our business is subject to the risks generally associated with international business operations.

 

We engage in business activities throughout Latin America and the Caribbean. In 2018, 70% of our revenues were derived from Brazil, Argentina, Mexico and Puerto Rico. As a result, our business is and will continue to be subject to the risks generally associated with international business operations, including:

 

·governmental regulations applicable to food services operations;

 

·changes in social, political and economic conditions;

 

·transportation delays;

 

·power, water and other utility shutdowns or shortages;

 

·limitations on foreign investment;

 

·restrictions on currency convertibility and volatility of foreign exchange markets;

 

·inflation;

 

·import-export quotas and restrictions on importation;

 

·changes in local labor conditions;

 

·changes in tax and other laws and regulations;

 

·expropriation and nationalization of our assets in a particular jurisdiction; and

 

·restrictions on repatriation of dividends or profits.

 

Some of the Territories have been subject to social and political instability in the past, and interruptions in operations could occur in the future.

 

Changes in governmental policies in the Territories could adversely affect our business, results of operations, financial condition and prospects.

 

Governments throughout Latin America and the Caribbean have exercised, and continue to exercise, significant influence over the economies of their respective countries. Accordingly, the governmental actions, political developments, regulatory and legal changes or administrative practices in the Territories concerning the economy in general and the food services industry in particular could have a significant impact on us. We cannot assure you that changes in the governmental policies of the Territories will not adversely affect our business, results of operations, financial condition and prospects.

 

21 

 

Latin America has experienced, and may continue to experience, adverse economic conditions that have impacted, and may continue to impact, our business, financial condition and results of operations.

 

The success of our business is dependent on discretionary consumer spending, which is influenced by general economic conditions, consumer confidence and the availability of discretionary income in the countries in which we operate. Latin American countries have historically experienced uneven periods of economic growth, recessions, periods of high inflation and economic instability. Currently, the economic growth rates of the economies of many Latin American countries have slowed and some have entered recessions. Any prolonged economic downturn could result in a decline in discretionary consumer spending. This may reduce the number of consumers who are willing and able to dine in our restaurants, or consumers may make more value-driven and price-sensitive purchasing choices, eschewing our core menu items for our entry-level food options. We may also be unable to sufficiently increase prices of our menu items to offset cost pressures, which may negatively affect our financial condition.

 

In addition, a prolonged economic downturn may lead to higher interest rates, significant changes in the rate of inflation or an inability to access capital on acceptable terms. Our suppliers and service providers could experience cash flow problems, credit defaults or other financial hardships. If our franchisees cannot adequately access the financial resources required to open new restaurants, this could have a material effect on our growth strategy.

 

Many of our customers depend on remittances from family members living overseas. Laws, regulations or events that limit such remittances or any changes to United States immigration policy may adversely affect our financial condition and results of operations.

 

Many of the jurisdictions in which we operate depend on remittances as a source of revenue. Many of our customers rely on remittances from family members living overseas as a primary or secondary source of income. Any law, regulation or event that restricts, taxes or prevents those remittances may adversely affect demand for our products and our customers’ ability to repay their consumer loans, which in turn may adversely affect our financial condition and results of operations. In particular, President Trump’s administration has in the past mentioned the possibility of taxing remittances to Mexico. We cannot assure you that the Trump administration will not implement taxing of remittances to Mexico or the other countries in which we operate. The implementation of any such measure may have a material adverse effect on our financial condition and results of operations.

 

Inflation and government measures to curb inflation may adversely affect the economies in the countries where we operate, our business and results of operations.

 

Many of the countries in which we operate, have experienced, or are currently experiencing, high rates of inflation. For example, as of June 30, 2018, Argentina is considered highly inflationary under U.S. GAAP. In addition, Venezuela has been considered hyperinflationary under U.S. GAAP since 2010. Although inflation rates in many of the other countries in which we operate have been relatively low in the recent past, we cannot assure you that this trend will continue. The measures taken by the governments of these countries to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and retarding economic growth. Inflation, measures to combat inflation and public speculation about possible additional actions have also contributed materially to economic uncertainty in many of these countries and to heightened volatility in their securities markets. Periods of higher inflation may also slow the growth rate of local economies that could lead to reduced demand for our core products and decreased sales. Inflation is also likely to increase some of our costs and expenses, which we may not be able to fully pass on to our customers, which could adversely affect our operating margins and operating income.

 

Exchange rate fluctuations against the U.S. dollar in the countries in which we operate have negatively affected, and could continue to negatively affect, our results of operations.

 

We are exposed to exchange rate risk in relation to the United States dollar. While substantially all of our income is denominated in the local currencies of the countries in which we operate, our supply chain management involves the importation of various products, and some of our imports, as well as some of our capital expenditures and a significant portion of our long-term debt, are denominated in U.S. dollars. As a result, the decrease in the value of the local currencies of the countries in which we operate as compared to the U.S. dollar has increased our costs, and any further decrease in the value of such currencies will further increase our costs. Although we maintain a hedging strategy to attempt to mitigate some of our exchange rate risk, our hedging strategy may not be successful or may not fully offset our losses relating to exchange rate fluctuations.

 

22 

 

As a result, fluctuations in the value of the U.S. dollar with respect to the various currencies of the countries in which we operate or in U.S. dollar interest rates could adversely impact our net income, results of operations and financial condition.

 

Price controls and other similar regulations in certain countries have affected, and may in the future affect, our results of operations.

 

Certain countries in which we conduct operations have imposed, and may continue to impose, price controls that restrict our ability, and the ability of our franchisees, to adjust the prices of our products. For example, there are currently certain price control regulations in effect in Argentina. However, the current administration has not enforced these regulations since 2015, and as a result, we are not in practice subject to price controls in Argentina.

 

Moreover, the Venezuelan market is subject to a regulation establishing a maximum profit margin for companies and maximum prices for certain goods and services. Although we managed to navigate the negative impact of the price controls on our operations from 2013 through 2018, the existence of such laws and regulations continues to present a risk to our business. We continue to closely monitor developments in this dynamic environment. See “Item 4. Information on the Company—B. Business Overview—Regulation.”

 

The imposition and enforcement of these and similar restrictions in the future may place downward pressure on the prices at which our products are sold and may limit the growth of our revenue. We cannot assure you that existing price controls will not be enforced or become more stringent, or that new price controls will not be imposed in the future, or that any such controls may not have an adverse effect on our business. Our inability to control the prices of our products could have an adverse effect on our results of operations.

 

We could be subject to expropriation or nationalization of our assets and government interference with our business in certain countries in which we operate.

 

We face a risk of expropriation or nationalization of our assets and government interference with our business in several of the countries in which we do business. These risks are particularly acute in Venezuela. The current Venezuelan government has promoted a model of increased state participation in the economy through welfare programs, exchange and price controls and the promotion of state-owned companies. We can provide no assurance that Company-operated or franchised restaurants will not be threatened with expropriation and that our operations will not be transformed into state-owned enterprises. In addition, the Venezuelan government may pass laws, rules or regulations which may directly or indirectly interfere with our ability to operate our business in Venezuela which could result in a material breach of the MFAs, in particular if we are unable to comply with McDonald’s operations system and standards. A material breach of the MFAs would trigger McDonald’s option to acquire our non-public shares or our interests in Venezuela. See “—Certain Factors Relating to Our Business—McDonald’s has the right to acquire all or portions of our business upon the occurrence of certain events and, in the case of a material breach of the MFAs, may acquire our non-public shares or our interests in one or more Territories at 80% of their fair market value.”

 

We are subject to significant foreign currency exchange controls and currency devaluation in certain countries in which we operate.

 

Certain Latin American economies have experienced shortages in foreign currency reserves and their respective governments have adopted restrictions on the ability to transfer funds out of the country and convert local currencies into U.S. dollars. This may increase our costs and limit our ability to convert local currency into U.S. dollars and transfer funds out of certain countries, including for the purchase of dollar-denominated inputs, the payment of dividends or the payment of interest or principal on our outstanding debt. In the event that any of our subsidiaries are unable to transfer funds to us due to currency restrictions, we are responsible for any resulting shortfall.

 

For example, in 2018, our subsidiaries in Argentina represented 15.9% of our total revenues. Although the current administration has eased exchange controls, the Argentine government has in the past tightened restrictions on capital flows and imposed exchange controls and transfer restrictions substantially limiting the ability of companies to retain foreign currency or make payments outside of Argentina. Furthermore, in the past, the Central Bank of Argentina exercised a de facto prior approval power for certain foreign exchange transactions otherwise authorized to be carried out under the applicable regulations, such as dividend payments or repayment of principal of inter-company loans as well as the import of goods. Any implementation of such measures in the future could

 

23 

 

impact our ability to transfer funds outside of Argentina and may prevent or delay payments that our Argentine subsidiaries are required to make outside Argentina. As a result, if we are prohibited from transferring funds out of Argentina, or if we become subject to similar restrictions in other countries in which we operate, our results of operations and financial condition could be materially adversely affected.

 

In addition, the continuing devaluation of the Argentine peso since the end of 2015 and the Venezuelan bolivar since 2010 has led to higher inflation levels, has significantly reduced competitiveness, real wages and consumption and has had a negative impact on businesses whose success is dependent on domestic market demand and supplies payable in foreign currency.

 

Moreover, the new Mexican federal government has recently indicated that it may make changes to current monetary policy and exchange controls or other interventions affecting the exchange rate may be instituted in the future. We cannot assure you that the Mexican government will maintain its current policies with regard to the Mexican peso. As a result, if the new Mexican federal government changes its monetary policy or exchange controls, our results of operations and financial condition could be materially adversely affected.

 

Further currency devaluations in any of the countries in which we operate could have a material adverse effect on our results of operations and financial condition. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates and Exchange Controls.”

 

If we fail to comply with, or if we become subject to, more onerous government regulations, our business could be adversely affected.

 

We are subject to various federal, state and municipal laws and regulations in the countries in which we operate, including those related to the food services industry, health and safety standards, importation of goods and services, marketing and promotional activities, nutritional labeling, zoning and land use, environmental standards and consumer protection. We strive to abide by and maintain compliance with these laws and regulations. The imposition of new laws or regulations, including potential trade barriers, may increase our operating costs or impose restrictions on our operations, which could have an adverse impact on our financial condition.

 

For example, Argentine regulations require us to seek permission from the Argentine authorities prior to importing certain goods. Although these regulations do not currently affect us, they may in the future prevent or delay the receipt of goods that we require for our operations, or increase the costs associated with obtaining those goods, and therefore have an adverse impact on our business, results of operations or financial condition. Additionally, in 2017, Venezuela enacted the Productive Foreign Investments Constitutional Act, which replaced the Foreign Investment Act of 2014. This law establishes the requirements and limitations for the transfer of dividends and repatriation of foreign investments. It also establishes a minimum investment sum to be registered with the Ministry of Popular Power with Foreign Investment, limits access to internal financing, modifies the criteria of foreign investments and creates a new penalty system for those who do not comply with the law.

 

Regulations governing the food services industry have become more restrictive. We cannot assure you that new and stricter standards will not be adopted or become applicable to us, or that stricter interpretations of existing laws and regulations will not occur. Any of these events may require us to spend additional funds to gain compliance with the new rules, if possible, and therefore increase our cost of operation.

 

Certain Factors Relating to Our Class A Shares

 

Mr. Woods Staton, our Executive Chairman, controls all matters submitted to a shareholder vote, which will limit your ability to influence corporate activities and may adversely affect the market price of our class A shares.

 

Mr. Woods Staton, our Executive Chairman, owns or controls common stock representing 43.22% and 77.92%, respectively, of our economic and voting interests. As a result, Mr. Woods Staton is and will be able to strongly influence or effectively control the election of our directors, determine the outcome of substantially all actions requiring shareholder approval and shape our corporate and management policies. The MFAs’ requirement that Mr. Woods Staton at all times hold at least 51% of our voting interests likely will have the effect of preventing a change in control of us and discouraging others from making tender offers for our shares, which could prevent shareholders from receiving a premium for their shares. Moreover, this concentration of share ownership may make it difficult for shareholders to replace management and may adversely affect the trading price for our class A shares because investors often perceive disadvantages in owning shares in companies with controlling shareholders. This concentration of control could be disadvantageous to other shareholders with interests different from those of Mr. Woods Staton and the trading price of our class A shares could be adversely affected. See “Item 7. Major Shareholders and Related Party Transactions―A. Major Shareholders” for a more detailed description of our share ownership.

 

24 

 

Furthermore, the MFAs contemplate instances where McDonald’s could be entitled to purchase the shares of Arcos Dorados Holdings Inc. held by Mr. Woods Staton. However, our publicly held class A shares will not be similarly subject to acquisition by McDonald’s.

 

Sales of substantial amounts of our class A shares in the public market, or the perception that these sales may occur, could cause the market price of our class A shares to decline.

 

Sales of substantial amounts of our class A shares in the public market, or the perception that these sales may occur, could cause the market price of our Class A shares to decline. This could also impair our ability to raise additional capital through the sale of our equity securities. Under our articles of association, we are authorized to issue up to 420,000,000 class A shares, of which 125,232,247 class A shares were outstanding as of December 31, 2018 and 6,360,826 class A shares were held in treasury. We cannot predict the size of future issuances of our shares or the effect, if any, that future sales and issuances of shares would have on the market price of our class A shares.

 

As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain NYSE corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of our Class A shares.

 

Section 303A of the New York Stock Exchange, or NYSE, Listed Company Manual requires listed companies to have, among other things, a majority of their board members be independent, and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, however, we are permitted to, and we will, follow home country practice in lieu of the above requirements. British Virgin Islands law, the law of our country of incorporation, does not require a majority of our board to consist of independent directors or the implementation of a nominating and corporate governance committee, and our board thus may not include, or may include fewer, independent directors than would be required if we were subject to these NYSE requirements. Since a majority of our board of directors may not consist of independent directors as long as we rely on the foreign private issuer exemption to these NYSE requirements, our board’s approach may, therefore, be different from that of a board with a majority of independent directors, and as a result, the management oversight of our Company may be more limited than if we were subject to these NYSE requirements.

 

Certain Risks Relating to Investing in a British Virgin Islands Company

 

We are a British Virgin Islands company and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States.

 

We are incorporated under the laws of the British Virgin Islands. Most of our assets are located outside the United States. Furthermore, most of our directors and officers reside outside the United States, and most of their assets are located outside the United States. As a result, you may find it difficult to effect service of process within the United States upon these persons or to enforce outside the United States judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for you to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an action against us or these persons in a British Virgin Islands court predicated upon the civil liability provisions of the U.S. federal securities laws.

 

As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the British Virgin Islands, courts in the British Virgin Islands will not automatically recognize and enforce a final judgment rendered by a U.S. court.

 

Any final and conclusive monetary judgment obtained against us in U.S. courts, for a definite sum, may be treated by the courts of the British Virgin Islands as a cause of action in itself so that no retrial of the issue would be necessary, provided that in respect of the U.S. judgment:

 

·the U.S. court issuing the judgment had jurisdiction in the matter and we either submitted to such jurisdiction or were resident or carrying on business within such jurisdiction and were duly served with process;

 

25 

 

·the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of ours;

 

·in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;

 

·recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; and

 

·the proceedings pursuant to which judgment was obtained were not contrary to public policy.

 

Under our articles of association, we indemnify and hold our directors harmless against all claims and suits brought against them, subject to limited exceptions.

 

You may have more difficulty protecting your interests than you would as a shareholder of a U.S. corporation.

 

Our affairs are governed by the provisions of our memorandum of association and articles of association, as amended and restated from time to time, and by the provisions of applicable British Virgin Islands law. The rights of our shareholders and the responsibilities of our directors and officers under the British Virgin Islands law are different from those applicable to a corporation incorporated in the United States. There may be less publicly available information about us than is regularly published by or about U.S. issuers. Also, the British Virgin Islands regulations governing the securities of British Virgin Islands companies may not be as extensive as those in effect in the United States, and the British Virgin Islands law and regulations in respect of corporate governance matters may not be as protective of minority shareholders as state corporation laws in the United States. Therefore, you may have more difficulty protecting your interests in connection with actions taken by our directors and officers or our principal shareholders than you would as a shareholder of a corporation incorporated in the United States.

 

You may not be able to participate in future equity offerings, and you may not receive any value for rights that we may grant.

 

Under our memorandum and articles of association, existing shareholders are entitled to preemptive subscription rights in the event of capital increases. However, our articles of association also provide that such preemptive subscription rights do not apply to certain issuances of securities by us, including (i) pursuant to any employee compensation plans; (ii) as consideration for (a) any merger, consolidation or purchase of assets or (b) recapitalization or reorganization; (iii) in connection with a pro rata division of shares or dividend in specie or distribution; or (iv) in a bona fide public offering that has been registered with the SEC.

 

ITEM 4. INFORMATION ON THE COMPANY

 

A.History and Development of the Company

 

Overview

 

We were incorporated as Arcos Dorados Holdings Inc. on December 9, 2010 under the laws of the British Virgin Islands as a direct, wholly owned subsidiary of Arcos Dorados Limited, the prior holding company for the Arcos Dorados business. On December 13, 2010, Arcos Dorados Limited effected a downstream merger into and with us, with us as the surviving entity. Following the merger, we replaced Arcos Dorados Limited in the corporate structure and replicated its governance structure.

 

We are a British Virgin Islands company incorporated with limited liability and our affairs are governed by the provisions of our memorandum and articles of association, as amended and restated from time to time, and by the provisions of applicable British Virgin Islands law, including the BVI Business Companies Act, 2004, or the BVI Act. Our company number in the British Virgin Islands is 1619553. As provided in sub-regulation 4.1 of our memorandum of association, subject to British Virgin Islands law, we have full capacity to carry on or undertake any business or activity, do any act or enter into any transaction and, for such purposes, full rights, powers and privileges.

 

Our principal executive offices are located at Dr. Luis Bonavita 1294, Office 501, WTC Free Zone, Montevideo, Uruguay (CP 11300). Our telephone number at this address is +598 2626-3000. Our registered office

 

26 

 

in the British Virgin Islands is Maples Corporate Services (BVI) Limited, Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands.

 

Important Events

 

The Acquisition

 

McDonald’s Corporation has a longstanding history in Latin America and the Caribbean, dating to the opening of its first restaurant in Puerto Rico in 1967. Since then, McDonald’s expanded its presence across the region as consumer markets and opportunities arose, opening its first stores in Brazil in 1979, in Mexico and Venezuela in 1985 and in Argentina in 1986.

 

We commenced operations on August 3, 2007, as a result of the Acquisition of McDonald’s LatAm business. Woods Staton, our Executive Chairman and controlling shareholder, was the joint venture partner of McDonald’s Corporation in Argentina for over 20 years prior to the Acquisition and also served as President of McDonald’s South Latin American division from 2004 until the Acquisition. Our senior management team includes executives who had previously worked in McDonald’s LatAm business or with Mr. Woods Staton.

 

We hold our McDonald’s franchise rights pursuant to the MFA for all of the Territories except Brazil, executed on August 3, 2007, as amended and restated on November 10, 2008 and as further amended on August 31, 2010, June 3, 2011 and March 17, 2016, entered into by us, LatAm, LLC (the “Master Franchisee”), our wholly owned subsidiary Arcos Dorados Coöperatieve U.A., Arcos Dorados B.V., certain subsidiaries of the Master Franchisee, Los Laureles, Ltd. and McDonald’s. On March 21, 2018, Arcos Dorados Group B.V. (together with Arcos Dorados B.V. and us, the “Owner Entities”) replaced Arcos Dorados Coöperatieve U.A. as party to the MFA. On August 3, 2007, our subsidiary Arcos Dourados Comercio de Alimentos Ltda., or the Brazilian Master Franchisee, and McDonald’s entered into the separate, but substantially identical, Brazilian MFA, which was amended and restated on November 10, 2008. See “Item 10. Additional Information―C. Material Contracts―The MFAs.”

 

The Axionlog Split-off

 

We used to own and operate some of the distribution centers in the Territories, which operations and related properties we refer to as Axionlog (formerly known as Axis). As of the date of the split-off, Axionlog operated in Argentina, Chile, Mexico and Venezuela, and its main third-party customers were Sodexho, Eurest, Sadia, WalMart, Carrefour, Subway and Dairy Queen. We effected a split-off of Axionlog to our existing shareholders in March 2011. For additional information about the split-off of Axionlog, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Axionlog Split-off.”

 

Capital Expenditures and Divestitures

 

Under the MFAs, we are required to agree with McDonald’s on a restaurant opening plan and a reinvestment plan for each three-year period during the term of the MFAs. The restaurant opening plan specifies the number and type of new restaurants to be opened in the Territories during the applicable three-year period, while the reinvestment plan specifies the amount we must spend reimaging or upgrading restaurants in the Territories during the applicable three-year period. Prior to the expiration of the then-applicable three-year period we must agree with McDonald’s on a subsequent restaurant opening plan and reinvestment plan. In the event that we are unable to reach an agreement on subsequent plans prior to the expiration of the then-existing plan, the MFAs provide for an automatic increase of 20% in the required amount of reinvestments as compared to the then-existing plan and a number of new restaurants no less than 210 multiplied by a factor that increases each period during the subsequent three-year restaurant opening plan. We may also propose, subject to McDonald’s prior written consent, amendments to any restaurant opening plan or reinvestment plan to adapt to changes in economic or political conditions.

 

Under the 2017-2019 restaurant opening and reinvestment plan, we are required to open 180 restaurants and to reinvest $292 million in existing restaurants from 2017 through 2019. However, for the same three-year period, we now expect to open at least 200 new restaurants and to reinvest at least $390 million in existing restaurants. Total capital expenditures for 2017 to 2019 are now expected to be approximately $660 million.

 

As a result of our previous reinvestment and reopening plans, property and equipment expenditures were $197.0 million, $174.8 million and $92.3 million in 2018, 2017 and 2016 respectively. In 2018, we opened 70 restaurants, reimaged 173 existing restaurants, opened 6 McCafé locations and 375 Dessert Centers (see “—B. Business

 

27 

 

Overview—Our Operations—McCafé Locations and Dessert Centers”). In 2017, we opened 50 restaurants, reimaged 124 existing restaurants and opened 2 McCafé locations and 223 Dessert Centers (see “—B. Business Overview—Our Operations—McCafé Locations and Dessert Centers”). In 2016, we opened 33 restaurants, reimaged 81 existing restaurants and opened one McCafé location and 140 Dessert Centers (see “—B. Business Overview—Our Operations—McCafé Locations and Dessert Centers”). In 2018, 2017 and 2016, we closed 35, 18 and 18 restaurants, respectively.

 

In addition, outflows related to purchases of restaurant businesses paid at acquisition date totaled $0.9 million in 2017. We had no such outflows in 2018 and 2016.

 

Proceeds from the sale of property and equipment and sales of restaurant businesses, including related advances, totaled $13.0 million, $72.4 million and $113.5 million in 2018, 2017 and 2016, respectively.

 

Capital expenditures for 2019 are expected to be between $270.0 million and $300.0 million (including development and non-development capital expenditures), considering between 80 and 85 gross restaurant openings.

 

In March 2015, we announced a plan to monetize certain real estate assets in our portfolio that are either non-core or operating assets where the value significantly exceeds the operating potential of the asset. We have many long-standing assets across our region that have appreciated due to the significant development around those properties. As of December 31, 2018, and since inception, the cumulative redevelopment proceeds we received from the sale of these properties totaled $168.1 million. The main goal of the redevelopment initiative was to reduce debt levels. We have decided not to pursue additional redevelopment deals at this time, as the stated debt reduction targets have been achieved.

 

B.Business Overview

 

Overview

 

We are the world’s largest independent McDonald’s franchisee in terms of systemwide sales and number of restaurants, according to McDonald’s, representing 4.3% of McDonald’s global sales in 2018. We have the exclusive right to own, operate and grant franchises of McDonald’s restaurants in 20 countries and territories in Latin America and the Caribbean, including Argentina, Aruba, Brazil, Chile, Colombia, Costa Rica, Curaçao, Ecuador, French Guiana, Guadeloupe, Martinique, Mexico, Panama, Peru, Puerto Rico, Trinidad and Tobago, Uruguay, the U.S. Virgin Islands of St. Croix and St. Thomas, and Venezuela, which we refer to collectively as the Territories. As of December 31, 2018, we operated or franchised 2,223 McDonald’s-branded restaurants, which represented 6.3% of McDonald’s total franchised restaurants worldwide. In 2018 and 2017, we accrued $157.9 million and $164.0 million, respectively, in royalties to McDonald’s (not including royalties accrued on behalf of our franchisees).

 

We operate in the QSR sub-segment of the fast food segment of the Latin American and Caribbean food service industry. In Latin America and the Caribbean, the fast food segment has benefited from the region’s increasing modernization, as people in more densely populated areas adopt lifestyles that increasingly seek convenience, speed and value.

 

We commenced operations on August 3, 2007, as a result of the Acquisition. We operate McDonald’s-branded restaurants under two different operating formats, Company-operated restaurants and franchised restaurants. As of December 31, 2018, of our 2,223 McDonald’s-branded restaurants in the Territories, 1,540 (or 69.3%) were Company-operated restaurants and 683 (or 30.7%) were franchised restaurants. We generate revenues primarily from two sources: sales by Company-operated restaurants and revenues from franchised restaurants. Revenues from franchised restaurants primarily consist of rental income, which is generally based on the greater of a flat fee or a percentage of sales reported by franchised restaurants. We own the land for 496 of our restaurants (totaling approximately 1.1 million square meters) and the buildings for all but 11 of our restaurants.

 

28 

 

Our business has grown significantly since the Acquisition: we have increased our presence in existing and new markets in the Territories by opening a net total of 35 restaurants (70 total restaurants opened, including 42 Company-operated and 28 franchised, while 35 closed), 6 McCafé locations and 375 Dessert Centers (see “—Our Operations—McCafé Locations and Dessert Centers”).

 

We divide our operations into four geographical divisions: Brazil; the Caribbean division, consisting of Aruba, Colombia, Curaçao, French Guiana, Guadeloupe, Martinique, Puerto Rico, Trinidad and Tobago, the U.S. Virgin Islands of St. Croix and St. Thomas, and Venezuela; NOLAD, consisting of Costa Rica, Mexico and Panama; and SLAD, consisting of Argentina, Chile, Ecuador, Peru and Uruguay.

 

As of December 31, 2018, 43.5% of our restaurants were located in Brazil, 17.7% in SLAD, 23.6% in NOLAD and 15.2% in the Caribbean division. We believe our diversified market presence reduces our dependence on any one market and helps stabilize the impact of individual countries’ economic cycles on our revenues. We focus on our customers by managing operations at the local level, including marketing campaigns and special offers, menu management and monitoring customer satisfaction, while leveraging our size by conducting administrative and strategic functions at the divisional or corporate level, as appropriate.

 

The following table presents a breakdown of total revenues by division:

 

    For the Years Ended December 31,
    2018   2017   2016   2015   2014
    (in thousands of U.S. dollars)
Total Revenues                    
Brazil   $ 1,345,453     $ 1,496,573     $ 1,333,237     $ 1,361,989     $ 1,816,046  
Caribbean division(1)   483,743     474,822     409,671     398,144     594,220  
NOLAD   406,848     386,874     363,965     367,364     385,114  
SLAD   845,527     961,256     821,757     925,243     855,685  
Total   3,081,571     3,319,525     2,928,630     3,052,740     3,651,065  

 

(1)Currency devaluations in Venezuela have had a significant effect on our income statements and have impacted the comparability of our income statements. See “Item 5. Operating and Financial Review and Prospects-A. Operating Results-Foreign Currency Translation-Venezuela.”

 

Our Operations

 

Company-Operated and Franchised Restaurants

 

We operate our McDonald’s-branded restaurants under two basic structures: (i) Company-operated restaurants operated by us and (ii) franchised restaurants operated by franchisees. Under both operating alternatives, the real estate location may either be owned or leased by us.

 

We own, fully manage and operate Company-operated restaurants and retain any operating profits generated by such restaurants, after paying operating expenses and the franchise and other fees owed to McDonald’s under the MFAs. In Company-operated restaurants, we assume the capital expenditures for the building and equipment of the restaurant and, if we own the real estate location, for the land as well.

 

In contrast to Company-operated restaurants, franchised restaurants are operated and managed by the franchisee with technical and operational support from us as master franchisee, including training programs, operations manuals, access to our supply and distribution network and marketing assistance. Under our conventional franchise arrangements, franchisees provide a portion of the capital required by initially investing in the equipment, signs, seating and decor of their restaurants, and by reinvesting in the business over time. We are required by the MFAs to own the real estate or to secure long-term leases for franchised restaurant sites. We subsequently lease or sublease the property to franchisees. This arrangement allows for long-term occupancy of the property and assists in the alignment of our franchisees’ interests with our own.

 

In exchange for the lease and services, franchisees pay a monthly rent to us, generally based on the greater of a fixed rent or a certain percentage of gross sales. In addition to this monthly rent, we collect the monthly continuing

 

29 

 

franchise fee, which generally is 5% of the U.S. dollar equivalent of the restaurant’s gross sales, and pay these fees to McDonald’s pursuant to the MFAs. However, if a franchisee fails to pay its monthly continuing franchise fee, we remain liable for payment in full of these fees to McDonald’s. Pursuant to the MFAs, franchisees pay an initial franchise fee in connection with the opening of a new franchised restaurant and a transfer fee upon transfer of a franchised restaurant, both of which are subsequently shared by McDonald’s and us. See “Item 10. Additional Information—C. Material Contracts—The MFAs—Franchise Fees.”

 

The chart below illustrates the economics for Company-operated restaurants and franchised restaurants in the case of owned and leased real estate:

 

 

 

Source: Arcos Dorados

 

In addition, we are the majority stakeholder in two joint ventures that collectively own 15 restaurants in Argentina and Chile. We have also granted developmental licenses to 11 restaurants. Pursuant to the developmental licenses, the developmental licensees own or lease the land on and building in which the restaurant is located and pay a franchise fee to us in addition to the continuing franchise fee due to McDonald’s. All of our joint ventures and developmental licenses were in existence at the time of the Acquisition.

 

Restaurant Categories

 

We classify our restaurants into one of four categories: (i) freestanding, (ii) food court, (iii) in-store and (iv) mall stores. Freestanding restaurants are the largest type of restaurant, have ample indoor seating and include a drive-thru area and parking lot. Food court restaurants are located in malls and consist primarily of a front counter and kitchen and do not have their own seating area. In-store restaurants are part of a larger building, but they do not have a drive-thru area or a parking lot. Mall stores are located in malls like food court restaurants, but have their own seating areas. As of December 31, 2018, 1,049 (or 47.2%) of our restaurants (not including non-traditional satellite stores) were freestanding, 581 (or 26.1%) were food courts, 285 (or 12.8%) were in-stores and 308 (or 13.9%) were mall stores. These percentages vary by country, and may shift as opportunities in malls and more densely populated areas become available in some of the Territories.

 

30 

 

Below are examples of each of our restaurant categories:

 

Freestanding In-store
   
Mall Store Food Court

 

Source: Arcos Dorados

 

Returns on investment in each type of restaurant vary significantly due to the different capital expenditures required and their different sales potential; mall stores generally provide the highest return on investment while freestanding restaurants generally provide the lowest. Moreover, returns vary significantly on a country-by-country basis.

 

Reimaging

 

An important component of our development plan is the reimaging of existing restaurants. As of December 31, 2018, we had completed the reimaging of 841 of the 1,569 restaurants we purchased in the Acquisition, an increase of 135 restaurants as compared to December 31, 2017. Our restaurants that have undergone reimaging during the past three years have experienced an additional increase in sales per restaurant over the comparable sales growth experienced by restaurants which have not been reimaged in the same period. Both we and McDonald’s are committed to maintaining an image for our restaurants that creates a contemporary dining experience. Over the last few years, we have invested substantially in the reimaging of our restaurants, and we, pursuant to the MFAs, have committed to a significant reimaging plan. See “Item 10. Additional Information—C. Material Contracts.”

 

Objectives of the reimaging include elevating the customer’s perception of McDonald’s and creating a more sophisticated and highly aspirational environment. We have developed systemwide guidelines for the interior and exterior design of reimaged restaurants. When carrying out a reimaging project, we minimize the impact on the operations and sales of the restaurants by keeping the restaurants open and operating during the renovations and working in specific areas of the location at particular times.

 

31 

 

Below are images of the exterior of a few of our restaurants that have benefited from reimaging:

 

 

 

 

Source: Arcos Dorados

 

McCafé Locations and Dessert Centers

 

Our brand extension efforts focus on the development of additional McCafé locations and Dessert Centers. McCafé locations are stylish, separate areas within restaurants where customers can purchase a variety of customizable beverages, including lattes, cappuccinos, mochas, hot and iced premium coffees and hot chocolate. McCafé locations have been very successful in creating a different customer experience, optimizing the use of our restaurants at all hours of operation and providing a higher profit margin than our regular restaurant operations. We believe the primary benefit of McCafé locations is that they attract new customers by increasing the variety of our product offerings and improving our image.

 

McCafé locations have been a key factor in adding value to our customers’ experience and represented 9.4% of the total transactions and 5.9% of total sales of the restaurants in which they were located in 2018. As of December 31, 2018, there were 266 McCafé locations in the Territories, of which 17.3% were operated by franchisees. Argentina and Brazil, with 82 and 79 locations, respectively, have the greatest number of McCafé locations. The first McCafé in Latin America was opened in Argentina in 1999. Pursuant to the MFAs, we have the right to add McCafé locations to the premises of our restaurants.

 

32 

 

Below are images of the interior of two of our McCafé locations:

 

   

 

 

Dessert Center -Ice Cube

 

 

 

Source: Arcos Dorados

 

In addition to McCafé locations, Dessert Centers have been a very successful brand extension. Dessert Centers operate separately from existing restaurants, but depend on them for supplies and operational support. For example, a mall store restaurant can provide support for several Dessert Centers located in different locations throughout the same mall. Our Dessert Centers are conveniently located to attract customers, thereby serving as important transaction generators and providing an effective method of extending our band presence to non-traditional areas. At Dessert Centers, customers can purchase a variety of dessert items, including the McFlurry and soft-serve ice cream. Dessert Centers require low capital expenditures and provide returns on investment and operating margins that are significantly higher than our regular restaurant operations. As such, we believe they are an important driver in increasing our market penetration.

 

Dessert Centers represented 35.5% of our transactions and 10.9% of our total sales in 2018. As of December 31, 2018, there were 3,089 Dessert Centers in the Territories. Dessert Centers are highly successful in Brazil, where we have 1,795 locations. The first Dessert Center was created in Brazil in 1979.

 

33 

 

The following maps set forth our McCafé locations and Dessert Centers in each of the Territories as of December 31, 2018:

 

Network of McCafé Locations Network of Dessert Centers
266 total McCafé locations 3,089 total Dessert Centers

 

 

Source: Arcos Dorados

 

The McDonald’s Brand

 

Interbrand, a brand consulting firm, ranked McDonald’s tenth among the top twenty global brands in 2018. In addition, we believe that in Latin America and the Caribbean, the McDonald’s brand benefits from an aspirational cachet as a “destination” restaurant with a reputation for safe, fresh and good-tasting food in an attractive setting. McDonald’s strong brand equity stems from the dedicated execution of its brand promise and its ability to associate with the local community where it operates. McDonald’s sets the standard in the restaurant industry worldwide for brand stewardship and marketing leadership.

 

Product Offerings

 

A crucial part of delivering the brand to clients depends on our product offerings, or more specifically, our menu strategy and management. The key objective of our menu strategy is the development and offering of quality food choices that attract customers to our restaurants on a regular basis. The elements we utilize to achieve this goal include offering McDonald’s core menu, our product innovation initiatives and our focus on food safety.

 

Our menus feature three tiers of products: (i) affordable entry-level options, such as our Combo del Día (Combo of the Day), McTrio 3x3 in Mexico and Almuerzos Colombianos (Colombian Lunches) in Colombia, (ii) core menu options, such as the Big Mac, Happy Meal and Quarter Pounder, and (iii) premium options, such as Big Tasty or Signature Collection hamburgers and chicken sandwiches and low-calorie or low-sodium products that are marketed through common platforms rather than as individual items. These platforms can be based on the type of products, such as beef, chicken, salads or desserts, or on the type of customer targeted, such as the children’s menu. We have offered a new menu with fewer calories and less sugar and sodium in the majority of our Territories since 2011.

 

34 

 

Since 2013, we have offered dairy products, fresh fruits or vegetables with our Happy Meals in all of the Territories except Venezuela.

 

Our core menu is the most important element of our menu strategy and includes well-recognized food choices that have global customer acceptance and are what customers repeatedly order at McDonald’s-branded restaurants worldwide. During 2018, we celebrated the fiftieth anniversary of the Big Mac by distributing MacCoins, the first McDonald’s currency, in the majority of our markets. Customers were able to exchange their MacCoins for Big Macs until the end of 2018 in participating markets. We also made extensions of our core products, such as Grand Big Mac and Grand Cheddar McMelt in Brazil, Double Quarter Pounder with Cheese and Bacon in Argentina and Chile and cheddar and bacon fries in Argentina and Brazil.

 

Product Development

 

We have been very innovative in our product development in Latin America and the Caribbean. In key countries, our understanding of the local market has enabled us to successfully introduce new items to appeal to local tastes and to provide our customers with additional food options. Our chicken-based offerings include bone-in chicken in markets such as Colombia, Peru, Panama and Costa Rica. We also offer Signature Collection hamburgers with innovative flavors and premium offerings, such as Club House, Signature Guacamole Crispy Onion Barbecue. Also, we carefully monitor the sales of our products and are able to quickly modify them if necessary. For instance, although we always offer the McFlurry dessert product, we include in this product platform a promotional topping that is offered for a limited period of time, followed by a new promotional topping to maintain the sales momentum (for example, Oreo, Ovomaltine, Hershey’s, Milka and Kit Kat).

 

In 2011, we began the rollout of Made For You, or MFY, a new kitchen operating platform that allows us to improve the quality and freshness of our products, provide faster service and diversify our offerings. MFY’s implementation is funded by cutting waste and productivity gains. As of December 31, 2013, we had implemented MFY in almost all of our Company-operated restaurants in Argentina, Aruba, Brazil, Curaçao, French Guiana, Mexico, Puerto Rico, Trinidad and Tobago, and the U.S. Virgin Islands. During 2014, we implemented MFY in Costa Rica, Panama, seven restaurants in Uruguay and 23 of our new restaurants in Colombia. During 2015, we completed MFY in Martinique, four restaurants in Guadalupe and 32 additional restaurants in Colombia. During 2017, we completed the implementation of MFY in the French West Indies and during 2018, we completed the implementation of MFY in the rest of the territories in which we operate.

 

We work closely with McDonald’s to develop new product offerings and McDonald’s considers our recommendations regarding regional tastes and preferences and works with us to accommodate such tastes and preferences. We continue to benefit from McDonald’s product development efforts following the Acquisition and have access to a library of products developed globally for the McDonald’s system. In addition, we continue to benefit from the Hamburger Universities in the United States and Brazil and the food studio located in Brazil that aims to develop locally relevant products for the region. The Hamburger Universities and the food studio models have been McDonald’s main global source of people and product development. The Hamburger Universities provide restaurant managers, mid-managers and owner/operators with training on best practices in different aspects of the business, like restaurant and people management, sales and accounting, while emphasizing consistent restaurant operations procedures, service, quality and cleanliness.

 

Product and Pricing Strategy

 

Value perceptions change significantly between markets and even between areas within a single market. In order to adjust pricing to meet customers’ expectations in each market, we have developed local expertise aimed at understanding the dynamics of the local marketplace and the characteristics of its customers. We also examine trends in the pricing of raw materials, packaging, product-related operating costs as well as individual item sales volumes to fully understand profitability by item. In addition, we use international consultants with particular experience in this area to understand marketplace dynamics and consumer characteristics. These insights feed into the local markets’ menu, promotional and pricing strategy as well as the marketing plan that is disseminated to both Company-operated and franchised restaurants. Restaurants may then adjust pricing and/or item offerings as they choose in an attempt to optimize sales, profitability and local preferences. This cycle is part of an overall revenue management philosophy and is part of our business management practices utilized throughout the region.

 

35 

 

Advertisement & Promotion

 

We believe that sales in the QSR sub-segment can be significantly affected by the frequency and quality of our advertising and promotional programs. In particular, we benefit from the strength of McDonald’s global resources, including its global alliances with some of the largest multinational conglomerates and sponsorship of sporting events such as the FIFA World Cup and participation in various movie promotions, which provides us with important advertising and promotion opportunities.

 

We promote the McDonald’s brand and our products by advertising in all of the Territories. We create, develop and coordinate marketing plans and promotional activities throughout the Territories; however, pursuant to the MFAs, McDonald’s reserves the right to review and approve any advertising materials and related promotional activities and may request that we cease using the materials or promotional activities at any time if McDonald’s determines that they are detrimental to its brand image. We are required under the MFAs to spend at least 5% of our gross sales, and our franchisees generally are required to pay us a certain percentage of their gross sales for the portion of advertising expenditures related to their restaurants, on advertisement and promotion activities. The only exception to this policy is in Mexico, where both we and our franchisees contribute funds to a cooperative that is responsible for advertisement and promotion activities for Mexico.

 

Our advertisement and promotion activities are guided by our overall marketing plan, which identifies the key strategic platforms that we aim to leverage to drive sales. The advertisement and promotion program is formulated based on the amount of advertisement and promotion support needed for each strategic platform for the year. Our key strategic platforms include menu relevance, by introducing premium products and extending core product lines, convenience and strengthening the kids and family experience. In terms of pricing, we understand that our customers seek great-tasting food at affordable prices and that their perception of value while at the restaurant is a significant factor in determining overall satisfaction and frequency of visits. For example, in 2018, with the goal of increasing our local customer frequency, we launched the fiftieth anniversary of the Big Mac celebration as part of a global activation, in Argentina, Brazil, Chile, Colombia, Ecuador, Peru, Uruguay, Puerto Rico, French Guyana, Martinique and Guadeloupe, where we distributed the MacCoins, the first McDonald’s currency. Customers were able to exchange their MacCoins for Big Macs until the end of 2018 in such markets. Other initiatives included the “books or toys” campaign in all our markets in Latin America, through which we sold more than 15 million books since 2013 and more than 900 thousand books in 2018 alone and which aims to encourage children’s creativity. We also continued our premium platform through which we offered new, premium dishes, such as the Pico Guacamole, Blue Cheese and Bacon, Mushroom Swiss, Chipotle, Egg & Bacon, McPicanha and McVeggie preparations of our Signature Collection burgers.

 

Through the execution of these initiatives, we work to enhance the McDonald’s experience for customers throughout the Territories, and increase our sales and customer counts. We aim to position ourselves as a “forever young” brand by delivering a youthfully energetic, distinctly casual, personally engaging and delightful dining/brand experience.

 

Regional Operations

 

The Company is divided into four geographical divisions: Brazil, the Caribbean division, NOLAD and SLAD. Except for Brazil, the divisions are subsequently divided into sub-groups comprised of individual Territories. The presidents of the divisions report directly to our chief operating officer.

 

36 

 

The following map sets forth the number of our restaurants in each of our operating divisions as of December 31, 2018:

 

 

 

 

Source: Arcos Dorados

 

We remain close to customers by managing operations at the local level, including implementing recruiting centers, conducting marketing campaigns and promotions, monitoring consumer perception and managing menu offerings. We conduct administrative and strategic activities at either the divisional level or at our headquarters, as appropriate. In addition, we have designed standardized crew recruiting manuals and have implemented an online communication platform for crew and managers. These centralized operations help us maintain consistent procedures, quality control and brand management across all of our markets.

 

Set forth below is a summary of our restaurant portfolio as of December 31, 2018.

 

   Ownership 

Store Type(1)

 

Real Property(2)

Portfolio by Division 

Company-

Operated

  Joint Venture  Franchised  Developmental License  Total  Freestanding Food Court  In-Store  Mall Store  Dessert Centers  McCafé Locations  Owned  Leased
Brazil    584    0    384    0    968    432    340    85    111    1,795    79    108    860 
Caribbean Division    251    0    85    1    337    225    21    37    54    321    37    129    207 
NOLAD    362    0    152    10    524    272    145    50    56    615    20    162    352 
SLAD    328    15    51    0    394    120    74    112    87    358    130    97    297 
Total    1,525    15    672    11    2,223    1,049    580    284    308    3,089    266    496    1,716 

 

(1)Non-traditional satellite restaurants are not included in these figures.

 

(2)Developmental licenses and mobile stores are not included in these figures.

 

37 

 

Brazil

 

Brazil is our largest division in terms of restaurants, with 968 restaurants as of December 31, 2018 and $1,345.5 million in revenues in 2018, representing 43.5% and 43.7% of our total restaurants and revenues, respectively. Our operations in Brazil are based in Sao Paulo and McDonald’s has been present in Brazil since opening its first restaurant in Rio de Janeiro in 1979.

 

Caribbean Division

 

The Caribbean division includes eleven territories with 337 restaurants as of December 31, 2018 and $483.7 million in revenues in 2018, representing 15.2% and 15.7% of our total restaurants and revenues, respectively. Its primary market in terms of number of restaurants is Venezuela, representing 35.6% of the Caribbean division’s restaurants. Venezuela is our fourth-largest market in terms of restaurants. McDonald’s has been present in Venezuela since opening its first restaurant in Caracas in 1985. In terms of revenues, however, our primary market in this region is Puerto Rico, accounting for 30.0% of the Caribbean division’s revenues.

 

NOLAD

 

NOLAD includes three countries with 524 restaurants as of December 31, 2018 and $406.8 million in revenues in 2018, representing 23.6% and 13.2% of our total restaurants and revenues, respectively. Its primary market is Mexico, where the division’s management is based. McDonald’s has been present in Mexico since opening its first restaurant in Mexico City in 1985. Mexico represents 74.0% of NOLAD’s restaurants and 45.7% of NOLAD’s revenues, and Mexico is our second-largest market in terms of restaurants.

 

SLAD

 

SLAD includes five countries with 394 restaurants as of December 31, 2018 and $845.5 million in revenues in 2018, representing 17.7% and 27.4% of our total restaurants and revenues, respectively. Its primary market is Argentina, where the division’s management is based. McDonald’s has been present in Argentina since opening its first restaurant in Buenos Aires in 1986. As of December 31, 2018, Argentina represented 57.6% of SLAD’s restaurants and 58.1% of SLAD’s revenues in 2018. Argentina is our third-largest market in terms of restaurants.

 

Seasonality

 

Our sales and revenues are generally greater in the second half of the year than in the first half. Although the impact on our results of operations is relatively small, this impact is due to increased consumption of our products during the winter and summer holiday seasons, affecting July and December, respectively.

 

Supply and Distribution

 

Supply chain management is an important element of our success and a crucial factor in optimizing our profitability. Currently, we have an integrated and centralized supply chain management system that focuses on (i) the highest possible quality and food safety, (ii) competitive market pricing that is predictable and sustainable over time, and (iii) leveraging of local, regional and global sourcing strategies to obtain a competitive advantage. This system consists of the selection and development of suppliers that are able to comply with McDonald’s high quality standards and the establishment of the appropriate type of relationships with these suppliers. These standards, which are based on the highest industry standards, such as International Organization for Standardization (ISO) standards, British Retail Consortium (BRC) standards and others, include cleanliness, product consistency and timeliness, meeting or exceeding all local food regulations and compliance with our Hazard Analysis Critical Control Plan, or HACCP, a systematic approach to food safety that emphasizes protection within the processing facility, rather than detection, through analysis, inspection and follow-up. Due to our supply chain management and high quality standards, we believe our products have a competitive advantage because they have many attributes that make them appealing to our customers. For instance, our McNuggets are made of 100% white meat; our frying oil is 100% free of trans fatty acids; the dairy mix for our sundaes and the McFlurry undergo aseptic processes to rid them of bacteria; our vegetables are washed and sanitized; and our hamburger patties are made with 100% beef and do not contain additives.

 

38 

 

 

Pursuant to the MFAs, we purchase core products and services, such as beef, chicken, buns, produce, cheese, dairy mixes and toppings, from approved suppliers and distributors who satisfy the above requirements. If McDonald’s determines that any product or service offered by an approved supplier is not in compliance with its standards, it may terminate the supplier’s approved status. Beyond the purchase of core products and services, we have no restrictions on which suppliers or distributors we may use. We have largely continued the supply relationships that McDonald’s had established prior to the Acquisition, and we develop relationships with new suppliers in accordance with McDonald’s product and supplier protocols, including the following: Supplier Quality Management System, (SQMS), Social Workplace Accountability (SWA), Distributor Quality Management Program (DQMP), Animal Health and Welfare (AHW) or Packaging Quality Management Systems (PQMS).

 

Since the process to become an approved supplier is lengthy, expensive and requires proof of compliance with McDonald’s high quality standards, we have found that oral agreements with our approved suppliers generally are sufficient to ensure a reliable supply of quality food products, and we have developed long-term relationships with many of our suppliers. In addition, we enter into written agreements with most of our suppliers regarding the cost of such goods, which can be based on pricing protocols, formula costing, benchmarking or open bidding, as appropriate. Our 34 largest suppliers account for approximately 70.7% of our supplies excluding Venezuela, and no single supplier or group of related suppliers account for more than 11% of our total food and paper costs. Among our main suppliers are McCain Foods Limited, HAVI Group L.P., JBS S.A., Reyes Holdings L.L.C., BRF S.A., The Coca-Cola Company, Campo del Tesoro S.A., Polenghi Industrias Alimenticias Ltda., Bimbo S.A., Arytza S.A., Axionlog B.V., Bemis Company Inc., Eco Axial S.A., Frima S.A., Tyson Foods, Golden State Foods, Kerry Group plc., Schreiber Foods Inc., Griffith Foods Worldwide Inc., Granja Tres Arroyos SRL, Panifresh S.A., Lactalis, Cargill S.A., Brasilgrafica S.A., Productos Alimenticios Kelly's S.A., Sergesa, Lacteos de Poblet S.A, Danone S.A., Fortunato Mangravita SA, Watts S.A., Terbium Industrial S.A. de C.V., BO Packaging S.A., Nestle S.A., Marfrig Global Foods S/A e Industrial and American Beef S.A.

 

Our integrated supply chain management optimizes value as we work with suppliers to develop pricing protocols, inventory, planning and product quality. As of December 31, 2018, approximately 22.6% of the food and paper products used in our restaurants were exposed to fluctuations in foreign exchange rates. This percentage varies among the Territories; for example, 30.5% of the products consumed in Mexico are exposed to fluctuations in foreign exchange rates, while 16.1% and 48.6% of the products consumed in Brazil and Colombia, respectively, are exposed. This includes the toys distributed in our restaurants, which are imported from China. Certain supplies, such as beef, must often be locally sourced in 2018 due to restrictions on their importation. Combined with the MFAs’ requirement to purchase certain core supplies from approved suppliers, although we maintain contingency plans to back up restaurant supplies, we may not be able to quickly find alternate or additional supplies in the event a supplier is unable to meet our orders. See “Item 3. Key Information—D. Risk Factors—Certain Factors Relating to Our Business—We depend on oral agreements with third-party suppliers and distributors for the provision of products that are necessary for our operations.” The suppliers send almost all of their products to distribution centers that are in charge of transportation, warehousing, financial administration, demand and inventory planning and customer service. The distribution centers interact directly with our Company-operated and franchised restaurants.

 

Until March 16, 2011, we owned and operated some of the distribution centers in the Territories, which operations and related properties we refer to as Axionlog (formerly known as Axis). See “—A. History and Development of the Company—Important Events—The Axionlog Split-off.” In 2011, we entered into a master commercial agreement with Axionlog on arm’s-length terms pursuant to which Axionlog provides us with distribution inventory, storage (dry, frozen and chilled) and transportation services in Argentina, Chile, Colombia, Mexico, Uruguay, Peru, Venezuela and Ecuador. For additional information about our transactions with Axionlog, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Axionlog Split-off.”

 

Supply Chain Management and Quality Assurance

 

All products that we sell meet McDonald’s specifications, including new products and promotions. We work with our suppliers to implement key standards testing at each stage of our supply chain, including raw materials, processing and distribution. With respect to raw materials, we verify that produce suppliers undergo verification audits. All protein suppliers also undergo Animal Welfare Policy, “mad cow” disease and HACCP audits. At the

 

39 

 

processing stage, we implement a supplier quality management system that encourages continuous improvement in each key product category. We conduct seminars annually with all key suppliers on topics such as standards calibration, product sensory evaluation and best practices, and all suppliers are audited annually by a third party for compliance with McDonalds’s SQMS. As members of the Global Food Safety Initiative (GFSI), we encourage our suppliers to adopt any norm under the umbrella of GFSI that is recognized globally. We measure compliance through visits to processing plants, supplier summits, regularly scheduled audits and sensory testing that is achieved through a combination of product, equipment and operational procedures. At the distribution stage, we have implemented the Distribution Quality Management Program, which includes a shelf-life management system, strict temperature controls for receiving and storage of food products, a sophisticated stock recovery program and a quality inspection program. In 2017, we complemented our audit process with the implementation of unannounced checks at the facilities of high-risk suppliers.

 

Our quality testing extends to restaurant operations. The Quality Program that includes Across The Counter Quality (ATCQ), Behind The Counter Quality (BTCQ) and Field Service Support is designed for restaurant improvement and food safety verification processes that allow us to track the implementation of changes in restaurant operations, new products, procedures and equipment. Moreover, in 2017 we introduced a Food Safety Restaurants audit, which is an audit of our vendors run by a third-party contractor. We participate in the restaurant operations improvement process designed by McDonald’s, under which Company-operated and franchised restaurants are visited at least three times in any 21-month cycle to identify system opportunities to continuously improve our operations. Visits are conducted by our operation consultants, who assess restaurants based on food quality, service and cleanliness. We also participate in the worldwide mystery shopper program designed by McDonald’s, where all restaurants are visited twice a month by a third-party vendor who provides us with feedback from a customer perspective. This feedback, called customer satisfaction opportunity reports, is sent to a centralized monitoring system that evaluates key operations indicators. Our multidisciplinary teams, which include members of our Supply Chain and Marketing and Operations teams, work to improve quality and efficiency at the restaurant level throughout the Territories.

 

Our Competition

 

We compete with international, national, regional and local retailers of food products. We compete on the basis of price, convenience, service, menu variety and product quality. Our competition in the broadest perspective includes restaurants, quick-service eating establishments, pizza parlors, coffee shops, street vendors, ice cream vendors, convenience food stores, delicatessens and supermarkets.

 

Our Customers

 

We aim to provide our customers with safe, fresh and good-tasting food at a good value and a favorable dining experience in the family friendly environment demanded by our target demographic of young adults and families with children. Based on data from the United Nations Economic Commission for Latin America and the Caribbean, the Territories represented a market of approximately 555 million people in 2018—equivalent to the combined population of the United States, Germany, France and the United Kingdom—of which approximately 25.1% are under 14 years old and 42.0% are under 25 years old. As a business focused on young adults in the 14 to 35 age range and families with children, our operations have benefited, and we expect to continue to benefit, from our Territories’ population size, age profile when compared to more developed markets and improving socio-economic conditions.

 

The McDonald’s brand in Latin America is positioned as an aspirational experience and a destination for our guests. In order to maintain that brand positioning, we have implemented several initiatives focused on providing our guests with a differentiated customer experience. EOTF provides an innovative experience with a noticeable change in the areas of service, hospitality, and atmosphere in the restaurant. We will evolve to an integrated vision, based on 5 fundamental pillars to transversally deliver the expected experience for our guest: atmosphere, people, family, menu and technology.

 

Despite ongoing risks generally associated with international business operations, the confluence of favorable factors throughout many of the Territories, including growth in our target demographic markets, offer an opportunity of profitable growth and the ability to serve an ever-increasing number of customers.

 

40 

 

Regulation

 

We are subject to various multi-jurisdictional federal, regional and local laws in the countries in which we operate affecting the operation of our business, as are our franchisees and suppliers. Each restaurant is subject to licensing and regulation by a number of governmental authorities, which include zoning, health, safety, sanitation, tax, operating, building and fire agencies in the jurisdiction in which the restaurant is located. Difficulties in obtaining, or the failure to obtain, required licenses or approvals can delay or prevent the opening of a new restaurant in a particular area. Restaurant operations are also subject to federal and local laws governing matters such as wages, working conditions and overtime. We are also subject to tariffs and regulations on imported commodities and equipment and laws regulating foreign investment.

 

Substantive laws that regulate the franchisor/franchisee relationship presently exist in several of the countries in which we operate, including Brazil. These laws often limit, among other things, the duration and scope of non-competition provisions, the ability of a franchisor to terminate or refuse to renew a franchise and the ability of a franchisor to designate sources of supply and regulate franchise sales communications.

 

Certain countries in which we conduct operations have imposed, and may continue to impose, price controls that restrict our ability, and the ability of our franchisees, to adjust the prices of our products.

 

For example, in September 2014, Argentina passed: (i) Law No. 26,991, the “Regulation on Production and Consumption Relationships Act,” which reformed a 1974 Act (Law on Supply of Goods and Services); and (ii) Law No. 26,992, the “Creation of the Observatory of Prices and Availability of Inputs, Goods and Services Act.”

 

The Regulation on Production and Consumption Relationships Act empowers the Secretary of Commerce to, among other things: (i) establish profit margins and set price levels (setting maximum, minimum and benchmark prices); (ii) issue regulations on commerce, intermediation, distribution or production of goods and services; (iii) impose the continuance of production, industrialization, commercialization, transport, distribution or rendering of services or impose the production of goods; (iv) set subsidies; (v) request any kind of documentation and correspondence related to commercial activities or the management of the businesses and impose the publication of prices and availability of goods and services and seize such documentation for up to 30 working days; (vi) impose registration and recordkeeping requirements; and (vii) impose licensing regimes for commercial activities. In addition, the Secretary of Commerce is entitled to impose certain penalties for failure to comply with the Regulation on Production and Consumption Relationships Act, including fines, temporary closure of businesses, seizure of goods and products and loss of fiscal benefits.

 

The Creation of the Observatory of Prices and Availability of Inputs, Goods and Services Act created a technical agency under the Secretary of Commerce (the Observatory of Prices and Availability of Inputs, Goods and Services) to control and systematize prices. Under the current administration, the Argentine government has not enforced the aforementioned regulations and neither this agency nor those regulations has had an adverse impact on us. As of the date of this annual report, we are not aware of any measures carried out implementing the abovementioned regulations in Argentina, but we cannot assure you that such regulations will not impact our business and results of operations in the future.

 

Similarly, in Venezuela, the Fair Price Act has been in force since 2013, which seeks to lower high inflation by controlling prices and costs in the chain of production. The Fair Price Act generally sets forth a profit cap of 30% on the cost structure of goods and services, thus reducing management’s ability to freely determine final prices. According to regulations passed under the Fair Price Act, to determine a final and fair price, management must observe and consider all of the costs of production, including (i) acquisition costs of raw materials, the determination of which must comply with existing regulations on transfer pricing (i.e., price, freight, primary storage, non-recoverable taxes and other costs directly attributable to the acquisition of raw materials), (ii) labor costs, and (iii) indirect costs of production.

 

The Fair Price Act also empowers the National Agency for the Defense of Socio-economic Rights to implement provisions and regulations on “fair pricing” and to oversee and audit businesses in Venezuela. Breaches of the Fair Price Act can result in criminal charges against merchants or business people. See “Item 3. Key Information—D. Risk Factors—Certain Factors Relating to Latin America and the Caribbean—Price controls and other similar regulations in certain countries have affected and may continue to affect our results of operations.” Although we managed to navigate the negative impact of the price controls on our operations from 2013 through

 

41 

 

2018, the existence of such laws and regulations continues to present a risk to our business. We continue to closely monitor developments in this dynamic environment.

 

We are also subject to the labor laws applicable in the countries in which we operate. The adoption of new or more stringent labor laws or regulations could result in a material liability to us. For example, during 2018, Venezuela implemented six increases in the minimum wage and the United States Virgin Islands approved the final wage increase in a three-stage increase started in 2015. In Argentina, a law enacted in November 2010 requires companies to pay overtime to all employees (except directors and managers). In addition, certain proposed bills have attempted to implement additional payments for weekends and mandatory employee profit-sharing, but none of those have been enacted by Congress. See “Item 3. Key Information—D. Risk Factors—Certain Factors Relating to Our Business—Labor shortages or increased labor costs could harm our results of operations.”

 

New interpretations or unexpected applications of existing labor laws or regulations may also affect our business practices or results of operations. In August 2015, UGT (União Geral dos Trabalhadores), a Brazilian labor union, filed a complaint before the Federal Prosecutor’s Office claiming that we breached tax, labor, franchise and antitrust laws. The Prosecutor’s Office dismissed the complaint related to labor law and ordered the investigation to be split between the tax and franchise/antitrust law accusations. On November 2016, the Prosecutor’s Office dismissed the complaint concerning franchise/antitrust law accusations and the investigation was closed in 2017. However, although we have not been formally notified, we understand that a preliminary inquiry is in progress to examine the complaint related to the tax claim. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Retained Lawsuits and Contingent Liabilities.”

  

In September 2014, Argentina enacted Law No. 26,993 (the “Prior Conciliation Service in Consumer Relations”). The Prior Conciliation Service in Consumer Relations is an administrative dispute resolution service within the Argentine Ministry of Production, by which consumers may freely submit their claims, with the purpose of reaching a settlement enforceable before the courts in case of noncompliance before a mediator within 30 days from the filing of the relevant claim. Consumers may only carry out proceedings before this administrative entity when the claims do not exceed a value equivalent to 55 times the minimum wage. Pursuant to Law No. 26,993, companies that are summoned to, but do not appear before, the Prior Conciliation Service in Consumer Relations may be subject to a fine equivalent to one minimum wage.

 

In addition, we may become subject to legislation or regulation seeking to regulate high-fat and/or high-sodium foods, particularly in Argentina, Brazil, Chile and Uruguay. Moreover, restrictions on advertising by food retailers and QSRs have been proposed or adopted in Argentina, Brazil, Chile, Colombia, Mexico, Peru and Uruguay, including proposals to restrict our ability to sell toys in conjunction with food. Certain jurisdictions in the United States are considering curtailing or have curtailed McDonald’s ability to sell children’s meals including free toys if these meals do not meet certain nutritional criteria. Similar restrictions, if imposed in the Latin American countries where we do business, may have a negative impact on our results of operations. We will comply with any laws or regulations that may be enacted, and we can provide no assurance of the effect that any possible future laws and regulations will have on our operating results. See “Item 3. Key Information—D. Risk Factors—Certain Factors Relating to Our Industry—Restrictions on promotions and advertisements directed at families with children and regulations regarding the nutritional content of children’s meals may harm McDonald’s brand image and our results of operations.”

 

Environmental Issues

 

To the best of our knowledge, there are currently no international, federal, state or local environmental laws, rules or regulations that we expect will materially affect our results of operations or our position with respect to our competitors. However, we can provide no assurance of the effect that any possible future environmental laws will have on our operating results.

 

For example, in 2018, there was increased attention on single-use plastic products, such as plastic straws, and various countries and big cities in Puerto Rico, Uruguay and Brazil began implementing regulations prohibiting or restricting the use of certain plastic products. The implementation of these and similar laws and regulations may increase our supply costs if we are required to change the types of disposable products that we use in our restaurants, which could have a material effect on our business. See “Item 3. Key Information—D. Risk Factors— Certain Factors Relating to Our Industry— Environmental laws and regulations may affect our business.”

 

42 

 

Insurance

 

We maintain insurance policies in accordance with the requirements of the MFAs and as appropriate beyond those requirements, to the extent we believe additional coverage is necessary. Our insurance policies include commercial general liability, workers compensation, “all risk” property and business interruption insurance, among others. See “Item 10. Additional Information—C. Material Contracts—The MFAs—Insurance.”

 

Social Initiatives and Charitable Activities

 

The well-being of the communities where we operate is of considerable importance to us and we are engaged in a wide range of programs focused on positively impacting those communities. In addition to the current support we give to Ronald McDonald House Charities, we expanded our social reach in 2018 by strengthening our initiatives in the areas of Youth Employment and Sustainable Development.

 

The following paragraphs summarize some of our principal programs and contributions.

 

Youth Employment

 

Youth unemployment is one of the most critical issues facing countries in Latin America. Through our Youth Employment initiative, we promote social mobility by providing employment opportunities to young people in Latin America that help them develop valuable customer service and leadership skills that can be applied to a wide range of career paths in the future. We are implementing this initiative through strategic alliances and by leveraging our trajectory and experience in this field. We are also developing projects for labor participation that include technical training and programs to support the employment of people with disabilities. For instance, we partnered with the Ministries of Labor of Mexico, Argentina, Costa Rica, Puerto Rico and Ecuador to promote employment participation of certain minority groups.

 

We increased our focus on Youth Employment because it has been one of the most significant problems facing Latin American countries in recent years. Being one of the largest employers in Latin America and the Caribbean, over 80% of our new hires during 2018 were young adults.

 

Another initiative is Empleo con Apoyo, which aims to provide employment opportunities to youth with disabilities, encouraging the development of their skills and raise awareness with respect to the needs of individuals with disabilities. During 2018, approximately 2,000 employees were part of this program. In addition and related to Empleo con Apoyo, in 2018 we received the Global Recognition Award from the United Nations for our exemplary employment practices for disabled people in the State of Sao Paulo, Brazil. We maintain these practices in several of our markets through alliances with local organizations, such as the one with DISCAR in Argentina, which offer formal job opportunities to people with disabilities.

 

In addition, in April 2012, we became one of the founders and partners of the New Employment Opportunities (NEO) Program developed by the Inter-American Development Bank and the International Youth Foundation, which promotes the employability of the region’s youth. As of December 2018, NEO has reached approximately 250,000 youth in 7 countries within the region. We have strengthened this alliance by working with NEO in Mexico, Chile, and Panama.

 

One of our most important soft skills training programs is Creating Your Future, a program supported by the Ministry of Education in Argentina that provides opportunities for skills development for our employees. This program was implemented with Kuepa, an organization dedicated to providing professional and soft skills training in Latin America, and the Global Fairness Initiative, an international non-profit organization focused on economic development. Since its launch on September 2016, more than 110 employees have participated in the program, and of those, more than 60 have already graduated. The program lasts two to three months and combines online and classroom education in three main areas: guidance for work; technical skills in either hospitality, customer service or computers; personal finances, math and Spanish.

 

Additionally, we have continued to strengthen our partnerships with other organizations that focus on soft skills training, such as the Forge Foundation (including its branches in Argentina, Mexico, Uruguay, Peru and Mexico), Aldeas SOS and Movimiento Nueva Generación Instituto Ayrton Senna (Brazil), among others in Latin America. In 2018, we donated over $9.0 million in connection with Gran Dia and McHappy Day. Those funds were transferred

 

43 

 

to non-governmental organizations that support the development of soft skills and the employability skills of young people across the region as well as supporting the local chapters of the Ronald McDonald Foundation.

 

In addition, in partnership with the JPMorgan Chase Foundation and IOS (Institute of Social Opportunities) in Brazil, we signed an alliance to develop a certified academic program in IT, Talentos del Futuro. Approximately 100 young people from our crew graduated from the program after studying to acquire technical knowledge in programming, networks and system languages.

 

We have also worked on helping those who have more difficulty in finding a formal job. For example, Trabalho Novo in Brazil a public/private partnership that helps homeless people start a job in our restaurants. In 2018, we helped 97 people through this program.

 

We also participate in programs in Mexico and Colombia, including the Jovenes Construyendo el Futuro program in Mexico, which helps teach life skills such as financial planning to young people, and the 40,000 Employees initiative in Colombia, which has created a consortium of companies with the goal of providing job opportunities to 40,000 people.

 

Community

 

In 2017, we began the Gran Dia campaign, which seeks to broaden the social impact of Arcos Dorados. Through this campaign, funds raised through the sale of Big Macs were donated to local organizations supporting youth employment and the Ronald McDonald House Charities. We also celebrated the McHappy Day, a day on which McDonald’s restaurants across Latin America raise money for various community causes by donating the proceeds from the sales of Big Macs on that day. All our restaurants as well as their community volunteers, franchisees and suppliers participated in both campaigns. We raised more than $9.0 million.

 

We primarily contribute to the communities in which we operate through the Ronald McDonald House Charities, which is dedicated to creating, finding and supporting programs that directly improve the health and well-being of children by providing “a home away from home” to children undergoing medical treatment in hospitals and their families. As of December 31, 2018, there were 57 Ronald McDonald House Charities programs in 13 countries in Latin America and the Caribbean, including 25 Ronald McDonald Houses, 30 Ronald McDonald Family Rooms and 2 Ronald McDonald Care Mobiles, which were built to deliver pediatric care services to remote locations.

 

In addition, in Brazil, since 2014, we have been developing the Bom Vizinho (Good Neighbor) program in over 500 restaurants across the country. The project consists in engaging our restaurant crew to take part in activities to serve the community close to restaurants. These activities include sidewalk maintenance, painting of street walls, blood donation, food donation, and using the restaurant as the hub for social activities. In 2018, over 8,000 activities were carried out.

 

Nutrition and Well-Being

 

As part of our commitment to offering nutritious and high quality products to our customers, we are dedicated to actively promoting a balanced lifestyle. This includes providing reliable, accessible information to guide educated nutritional decisions. We were the first restaurant chain in Latin America to provide full nutritional and calorie information about our menu on our websites in every country, as well as giving consumers within the restaurants full printed nutritional information on every tray liner. In 2014 we added a nutritional calculator on our websites to complement nutritional transparency with a personalized tool to enable our customers to make the right nutritional choices for their lifestyle. In addition, in 2017, we developed our Receta para el Futuro initiative in partnership with McDonald’s. This initiative focuses on leveraging the scale and presence of Arcos Dorados in Latin America, to support McDonald’s Scale for Good initiative, which focuses on offering balanced meals that meet certain criteria regarding saturated fat, added sugar and sodium. Receta para el Futuro meet our sustainability goals with respect to climate change, sustainable beef sourcing and packaging and recycling. See “—Sustainable Development.”

 

From a safety and quality perspective, we only use products that have passed strict quality and hygiene controls throughout the production chain, inside our restaurants and up to the moment they are served to our customers. These products are sourced from our approved supplier network for all McDonald’s restaurants. We seek to adhere to the strictest food safety standards in the industry and we pay special attention to the enforcement of those standards. All of our restaurants are audited on a yearly basis by a third party entity.

 

44 

 

We also run the so called “Puertas Abiertas” program in the region, in which customers and key stakeholders are invited to visit our behind-the-counter operations. This program is aimed at greater transparency and has hosted over 10 million customers across the region since 2015 when the program was created. In 2018, 3.2 million customers visited our kitchens.

 

We also participate in several educational, sports and well-being programs throughout Latin America and the Caribbean, promoting our brand and encouraging our employees and customers to participate. One such event is the McDonald’s 5K Women’s Run (Las Mujeres Corremos), a regional race held annually since 2010 that brought together nearly 20,000 women in 2018, running in 6 cities in Latin America.

 

Sustainable Development

 

We strive to be an environmental steward dedicated to conserving natural resources and minimizing waste. We have developed sustainability initiatives with a focus on sustainable supplies, and energy and water efficiency. To carry out these initiatives, we have developed strategic partnerships with prestigious organizations such as the World Wildlife Fund (“WWF”), the Nature Conservancy, the Rainforest Alliance the Forest Stewardship Council and the Marine Stewardship Council. For the ninth consecutive year, together with the WWF, all restaurants in our 20 markets have participated in Earth Hour by switching off their external lights and canopies.

 

One of our most important values is to preserve and care for an increasingly limited resource: water. We have made a tangible commitment to this value through the Natal Program, which was started at Arcos Dorados Brazil and aims to minimize water waste so that more water is available to local communities, especially in regions with limited access to water or at risk of water rationing. Through this initiative, we have reduced water consumption in our restaurants by 15% and as of 2018 we have implemented the initiative in over 500 restaurants throughout Latin America.

 

We are also committed to recycling. In order to align our efforts on recycling, we adopted CEMPRE (Compromiso Empresarial para el Reciclaje), an initiative started by leading companies from different industries, such as Coca Cola, Nestle, Unilever, that are dedicated to working on environmental issues in Latin America, in certain of our markets (Brazil, Colombia, Argentina and Chile). We are also active members of CEADS (Consejo Empresario Argentino para el Desarrollo Sustentable) in Argentina as well as similar organizations in other countries.

 

We are also leading campaigns to address the disposal of plastic goods, an area of recent focus by environmental groups and social media. For example, in August 2018, we started a campaign to discourage the usage of plastic straws at our restaurants, which includes consumer education on how to properly dispose of plastic straws and a new policy to only provide straws upon customer request (not applicable to Drive-thrus and Delivery). As a result of this action, we reduced the consumption of plastic straws across Latin America in our restaurants by 50%. See “Item 3. Key Information—D. Risk Factors— Certain Factors Relating to Our Industry— Environmental laws and regulations may affect our business.”

 

To improve the sustainability of our supplies, we defined six priority items for our business with WWF’s support: beef, chicken, fish, palm oil, coffee and the packaging we use. Today, coffee, fish and packaging are certified as 100% sustainable in Brazil, and we continue to work with the certification plans in order to achieve sustainability certifications for our supplies in all our markets in Latin America. In 2017, in partnership with Forest Stewardship Counsel, we also celebrated FSC Friday in Brazil and Argentina, a global initiative that aims to reinforce the importance of responsible forest management, with the participation of partners, suppliers, collaborators and the community.

 

Arcos Dorados Brazil and Arcos Dorados Puerto Rico are also improving the sustainability of their supplies by only selling Filet-o-Fish certified by the Marine Stewardship Council (MSC). In addition, 100% of the coffee that we buy in Brazil comes from certified sources and we are working to replicate this model in the rest of our markets.

 

We strive to work with suppliers that have strong standards of animal welfare and that meet McDonald’s standards and policies. We have committed to ensuring that all pork used in our restaurants will be sourced by producers that can demonstrate plans to promote group housing for their sows. We are actively working with our pork suppliers, producers and other stakeholders to transition over time to this standard. The responsible use of antibiotics is important for animal health, as well as to ensure the future effectiveness of antimicrobial medicines. In

 

45 

 

March 2015, we announced that we will only source from suppliers who can guarantee that their animals (i) are raised without growth-stimulating antibiotics; (ii) have only received antibiotics to cure or prevent disease under veterinary supervision; (iii) are only administered antibiotics approved for veterinary use; and (iv) are raised in environments that encourage healthy animal welfare and husbandry conditions to help reduce the need for antibiotic use. We are continuously working with our suppliers and producers to achieve this goal for the responsible use of antibiotics. Based on the premise that our customers deserve high quality products originating from healthy animals, together with McDonald's, we have been pioneers in prioritizing animal welfare. We have a specific committee for animal welfare issues, which acts under the guidelines of the Professional Animal Auditor Certification Organization (PAACO), an animal welfare organization.

 

In addition, in October, 2016, we announced that we will begin sourcing only cage free eggs in various countries, with the goal of having 100% of the eggs served at our restaurants coming from cage free eggs by 2025.

 

Protecting the Forests is a top priority. All of our suppliers have committed to ending procurement of any supplies from the Amazon. In 2017, McDonald’s publicly announced its Commitment on Forests, which aims to eliminate deforestation from our supply chains and promote responsible forestry and production practices that benefit people, communities and the planet. This commitment includes the Amazon, the Cerrado and the Chaco, a province in Argentina. In October 2011, McDonald’s signed a global moratorium against harvesting soy from the Amazon region and has maintained this commitment every year since, including actively supporting the 2014 renewal of the Brazilian Soy Moratorium. In August 2016, we sourced the first sustainable beef in Latin America from the Novo Campo Project, an initiative that complies with the standards of the Brazilian Roundtable for Sustainable Beef. With this initiative, we were the first restaurant in the QSR industry in Brazil to acquire the product from production cycles that meet global principles and criteria established by the Global Roundtable for Sustainable Beef. Among other criteria, this meets our commitment to zero deforestation, not source products within Conservancy and/or Indian areas, ensure that child labor or slavery conditions do not occur and pass through a third-party verification audit. Arcos Dorados is an active member of several working groups and has a leadership position regarding the development of sustainable agricultural practices in the region.

 

By working very closely and sharing best practices across Latin America, we are reducing our carbon footprint and greenhouse gas (GHG) emissions in our operations. In addition, many of our suppliers participate in the CDP (Carbon Disclosure Project), which focuses on reducing the carbon footprint generated by participating members’ operations.

 

As of December 31, 2018, we had 4 LEED-certified restaurants and 1 LEED-certified corporate university. Leadership in Energy & Environmental Design, or LEED-certified buildings are more environmentally responsible and resource-efficient buildings throughout their life-cycle. In December 2008, we opened the first LEED-certified restaurant in Latin America in Bertioga on the coast of São Paulo, Brazil. This restaurant received its LEED certification in September 2009, becoming the first McDonald’s restaurant in Latin America to receive such certification. In August 2010, we opened our second LEED-certified restaurant in Pilar, Argentina. In July 2011, we re-inaugurated the McDonald’s at Parque Hundido, in Mexico DF, as our third LEED-certified restaurant. In January 2013, we opened the fourth LEED-certified restaurant in Guaynabo, Puerto Rico, which obtained its LEED certification in November 2013. The McDonald’s University in São Paulo, Brazil, was remodeled and reopened in April 2011 as a LEED-certified building. This McDonald’s University, one of seven such units in the world, is the corporate education center for employees from all over Latin America and the Caribbean. Among the programs offered at the McDonald’s University in São Paulo is an MBA in Strategies for Sustainable Development, the only educational program of its kind at this level in Latin America.

 

The know-how accumulated in the construction of these ecological buildings is being used for the development of new McDonald’s restaurants, such as our High Efficiency Restaurants, developed in Brazil in compliance with McDonald’s standards as required by the MFAs, at which efficiencies have been achieved by implementing sustainability measures for, among others, the reuse of water and the use of more efficient lightning technics and using a more efficient architectural design with regard to the amount of equipment, kitchen and support areas. These architectural changes allow a reduction in carbon footprint associated to building process.

 

Finally, we survey our key suppliers in Latin America and the Caribbean to ensure their operations meet the highest standards possible and partner with them in reducing our impact on the environment. This includes implementing and sharing best practices throughout the supply chain for sustainable sourcing, transportation, resource use, residue disposal and energy consumption, among other matters, using CDP as our strategic partner.

 

46 

 

C.Organizational Structure

 

We conduct substantially all of our business through our indirect, wholly owned Dutch subsidiary Arcos Dorados B.V. Our controlling shareholder is Los Laureles Ltd., a British Virgin Islands company, which is beneficially owned by Mr. Woods Staton, our Executive Chairman. Under the MFAs, Los Laureles Ltd. is required to hold at all times at least 51% of our voting interests, which is accomplished through its ownership of 100% of the class B shares of Arcos Dorados Holdings Inc., each having five votes per share. Los Laureles Ltd. has established a voting trust with respect to the voting interests in us held by Los Laureles Ltd. Los Laureles Ltd. is the beneficiary of the voting trust. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Los Laureles Ltd.” Arcos Dorados B.V. owns all the equity interests of LatAm, LLC, the master franchisee, and owns, directly or indirectly, all the equity interests of the subsidiaries operating our restaurants in the Territories.

 

The following chart shows our corporate structure as of April 2019.

 

 

 

(1)Includes class A shares and class B shares beneficially owned by Mr. Woods Staton, our Executive Chairman. Los Laureles Ltd. is beneficially owned by Mr. Woods Staton. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Los Laureles Ltd.”

 

(2)Includes operating subsidiaries held directly and, in some cases, indirectly through certain intermediate subsidiaries.

 

Other than as described above, all of our significant subsidiaries are wholly owned by us, except Arcos Dorados Argentina S.A., of which Mr. Woods Staton owns 0.003%.

 

D.Property, Plants and Equipment

 

Property Operations

 

Our long-standing presence in Latin America and the Caribbean has allowed us to build a significant property portfolio with hard-to-replicate locations in key markets across the region that enhance our customers’ experience and ultimately support our brand and market position. As of December 31, 2018, we owned the land for 497 of our 2,223 restaurants (totaling approximately 1.1 million square meters). We owned the buildings for all but 11 of our stand-alone restaurants, all of which are under developmental licenses, whereby the licensees own or lease the land

 

47 

 

on and buildings in which the restaurants are located. We lease the remaining real estate property where we operate. Accordingly, we are able to charge rent on the real estate that we own and lease to our franchisees. The rental payments generally are based on the greater of a flat fee or a percentage of sales reported by franchised restaurants. When we lease land, we match the term of our sublease to the term of the franchise. We may charge a higher rent to franchisees than that which we pay on our leases, therefore deriving additional rental income.

 

The selection, construction and maintenance of restaurant locations and other related real estate assets, which is a key element of our performance, is determined based on an evaluation of expected returns on investment and the most efficient allocation of our capital expenditures. In addition to our restaurant property, we have (i) corporate offices in Montevideo, Uruguay; Buenos Aires, Argentina; and Sao Paulo, Brazil; and regional offices in Mexico City, Mexico and Bogota, Colombia; (ii) manufacturing and logistics centers in Sao Paulo, Brazil; and (iii) training centers in Sao Paulo, Brazil and Buenos Aires, Argentina.

 

ITEM 4A. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

A.Operating Results

 

The following discussion of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016, and the notes thereto, included elsewhere in this annual report, as well as the information presented under “Presentation of Financial and Other Information” and “Item 3. Key Information—A. Selected Financial Data.”

 

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in “Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors.”

 

Segment Presentation

 

We divide our operations into four geographical divisions: Brazil; the Caribbean division, consisting of Aruba, Colombia, Curaçao, French Guiana, Guadeloupe, Martinique, Puerto Rico, Trinidad and Tobago, the U.S. Virgin Islands of St. Croix and St. Thomas and Venezuela; the North Latin American division, or NOLAD, consisting of Costa Rica, Mexico and Panama; and the South Latin American division, or SLAD, consisting of Argentina, Chile, Ecuador, Peru and Uruguay. As of December 31, 2018, 43.5% of our restaurants were located in Brazil, 17.7% in SLAD, 23.6% in NOLAD and 15.2% in the Caribbean division. We focus on our customers by managing operations at the local level, including marketing campaigns and special offers, menu management and monitoring customer satisfaction, while leveraging our size by conducting administrative and strategic functions at the divisional or corporate level, as appropriate.

 

We are required to report information about operating segments in our financial statements in accordance with ASC 280. Operating segments are components of a company about which separate financial information is available that is regularly evaluated by the chief operating decision maker(s) in deciding how to allocate resources and assess performance. We have determined that our reportable segments are those that are based on our method of internal reporting, and we manage our business and operations through our four geographical divisions (Brazil, the Caribbean division, NOLAD and SLAD). The accounting policies of the segments are the same as those for the Company on a consolidated basis.

 

Principal Income Statement Line Items

 

Revenues

 

We generate revenues primarily from two sources: sales by Company-operated restaurants and revenue from franchised restaurants, which primarily consists of rental income, typically based on the greater of a flat fee or a percentage of sales reported by our franchised restaurants. This rent, along with occupancy and operating rights, is stipulated in our franchise agreements. These agreements typically have a 20-year term but may be shorter if

 

48 

 

necessary to mirror the term of the real estate lease. In 2018, sales by Company-operated restaurants and revenues from franchised restaurants represented 95.2% and 4.8% of our total revenues, respectively. In 2017 and 2016, sales by Company-operated restaurants and revenues from franchised restaurants represented 95.3% and 4.7% and 95.7% and 4.3% of our total revenues, respectively.

 

Operating Costs & Expenses

 

Our sales are heavily influenced by brand advertising, menu selection and initiatives to improve restaurant operations. Sales are also affected by the timing of restaurant openings and closures. We do not record sales from our franchised restaurants as revenues.

 

Company-operated restaurants incur four types of operating costs and expenses:

 

food and paper costs, which represent the costs of the products that we sell to customers in Company-operated restaurants;

 

payroll and employee benefit costs, which represent the wages paid to Company-operated restaurant managers and crew, as well as the costs of benefits and training, and which tend to increase as we increase sales;

 

occupancy and other operating expenses, which represent all other direct costs of our Company-operated restaurants, including advertising and promotional expenses, the costs of outside rent, which are generally tied to sales and therefore increase as we increase our sales, outside services, such as security and cash collection, building and leasehold improvement depreciation, depreciation on equipment, repairs and maintenance, insurance, restaurant operating supplies and utilities; and

 

royalty fees, representing the continuing franchise fees we pay to McDonald’s pursuant to the MFAs, which are determined as a percentage of gross product sales.

 

Franchised restaurant occupancy expenses include, mainly, as applicable, the costs of depreciating and maintaining the land and buildings upon which franchised restaurants are situated or the cost of leasing that property. A significant portion of our leases establish that rent payments are based on the greater of a flat fee or a specified percentage of the restaurant’s sales.

 

We promote the McDonald’s brand and our products by advertising in all of the Territories. Pursuant to the MFAs, we are required to spend at least 5% of our sales on advertisement and promotion activities annually. These activities are guided by our overall marketing plan, which identifies the key strategic platforms that we leverage to drive sales. Our franchisees are generally required to pay us a certain percentage of their sales to cover advertising expenditures related to their restaurants. We account for these payments as a deduction to our advertising expenses. As a result, our advertising expenses only reflect the expenditures related to Company-operated restaurants. Advertising expenses are recorded within the “Occupancy and other operating expenses” line item in our consolidated income statement. The only exception to this policy is in Mexico, where both we and our franchisees contribute funds to a cooperative that is responsible for advertisement and promotion activities for Mexico.

 

General and administrative expenses include the cost of overhead, including salaries and facilities, travel expenses, depreciation of office equipment, buildings and vehicles, amortization of intangible assets, occupancy costs, professional services and the cost of field management for Company-operated and franchised restaurants, among others.

 

Other operating income (expenses), net, include gains and losses on asset acquisitions and dispositions, gains related to sales of restaurant businesses, write-offs of property and equipment, insurance recovery, impairment charges, rental income and depreciation expenses of excess properties, accrual for contingencies, write-offs and write-downs of inventory, recovery of taxes and other miscellaneous items.

 

 

49 

 

Other Line Items

 

Net interest expense primarily includes interest expense on our short-term and long-term debt as well as the amortization of deferred financing costs. Loss from derivative instruments relates primarily to the ineffective portion of derivative instruments.

 

Foreign currency exchange results relate to the impact of remeasuring monetary assets and liabilities denominated in currencies other than our functional currencies. See “—Foreign Currency Translation.”

 

Other non-operating income (expenses), net, primarily include certain results related to tax credits, asset taxes and income tax adjustments related to prior years that we are required to pay in certain countries and other non-operating charges.

 

Income tax expense includes both current and deferred income taxes. Current income taxes represent the amount accrued during the period to be paid to the tax authorities while deferred income taxes represent the earnings impact of the change in deferred tax assets and liabilities that are recognized in our balance sheet for future income tax consequences.

 

Net income attributable to non-controlling interests relate to the participation of non-controlling interests in the net income of certain subsidiaries that collectively owned 15 restaurants at December 31, 2018 (15 restaurants at December 31, 2017).

 

Impact of Inflation and Changing Prices

 

Some of the countries in which we operate have experienced, or are currently experiencing, high rates of inflation. In general, we believe that, over time, we have demonstrated the ability to manage inflationary environments effectively. During 2018 and 2017, our revenues were favorably impacted by our pricing strategy in many of these inflationary environments, as we were able to increase average check to keep pace with inflation.

 

The Venezuelan market is also subject to price controls, which limit our ability to increase prices to offset the impact of continuing high inflation on our operating costs. Although we managed to navigate the negative impact of the price controls on our operations from 2015 through 2018, the existence of such laws and regulations continues to present a risk to our business. We continue to closely monitor developments in this dynamic environment.

 

Key Business Measures

 

We track our results of operations and manage our business by using three key business measures: comparable sales growth, average restaurant sales and sales growth.

 

In analyzing business trends, management considers a variety of performance and financial measures which are considered to be non-GAAP including: Adjusted EBITDA, comparable sales growth, systemwide data and constant currency measures.

 

Comparable Sales

 

Comparable sales is a key performance indicator used within the retail industry and is indicative of the success of our initiatives as well as local economic, competitive and consumer trends. Comparable sales are driven by changes in traffic and average check, which is affected by changes in pricing and product mix. Increases or decreases in comparable sales represent the percent change in sales from the prior year for all restaurants in operation for at least thirteen months, including those temporarily closed. Some of the reasons restaurants may close temporarily include reimaging or remodeling, rebuilding, road construction and natural disasters. With respect to restaurants where there are changes in ownership, all previous months’ sales are reclassified according to the new ownership category when reporting comparable sales. As a result, there will be discrepancies between the sales figures used to calculate comparable sales and our results of operations. We report on a calendar basis, and therefore the comparability of the same month, quarter and year with the corresponding period for the prior year is impacted by the mix of days. The number of weekdays, weekend days and timing of holidays in a period can impact comparable sales positively or negatively. We refer to these impacts as calendar shift/trading day adjustments. These impacts vary geographically due to consumer spending patterns and have the greatest effect on monthly comparable sales while annual impacts are typically minimal.

 

50 

 

We calculate and analyze comparable sales and average check in our divisions and systemwide on a constant currency basis, which means that sales in local currencies, including the Argentine peso and Venezuelan bolivar, are converted to U.S. dollar using the same exchange rate in the applicable division or systemwide, as applicable, over the periods under comparison to remove the effects of currency fluctuations from the analysis. We believe these constant currency measures, which are considered to be non-GAAP measures, provide a more meaningful analysis of our business by identifying the underlying business trend, without distortion from the effect of foreign currency fluctuations.

 

Company-operated comparable sales growth refers to comparable sales growth for Company-operated restaurants and franchised comparable sales growth refers to comparable sales growth for franchised restaurants. We believe comparable sales growth is a key indicator of our performance, as influenced by our strategic initiatives and those of our competitors.

 

Average Restaurant Sales

 

Average restaurant sales, or ARS, is an important measure of the financial performance of our systemwide restaurants and changes in the overall direction and trends of sales. ARS is calculated by dividing the sales for the relevant period by the arithmetic mean of the number of restaurants at the beginning and end of such period. ARS is influenced mostly by comparable sales performance and restaurant openings and closures. As ARS is provided in nominal terms, it is affected by movements in foreign currency exchange rates.

 

Sales Growth

 

Sales growth refers to the change in sales by all restaurants, whether operated by us or by franchisees, from one period to another. We present sales growth both in nominal terms and on a constant currency basis, which means the latter is calculated by converting sales in local currencies, including the Argentine peso and Venezuelan bolivar, to U.S. dollar using the same exchange rate over the periods under comparison to remove the effects of currency fluctuations from the analysis.

 

Adjusted EBITDA

 

We use Adjusted EBITDA to facilitate operating performance comparisons from period to period. Adjusted EBITDA is defined as our operating income plus depreciation and amortization plus/minus the following losses/gains included within other operating income (expenses), net, and within general and administrative expenses in our statement of income: gains from sale or insurance recovery of property and equipment; write-offs of property and equipment; impairment of long-lived assets and goodwill; stock-based compensation related to the special awards in connection with the initial public offering, under the 2011 Equity Incentive Plan; reorganization and optimization plan expenses; and incremental compensation related to the modification of our 2008 long-term incentive plan. See “Item 3. Key Information—A. Selected Financial Data.”

 

We believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures (affecting net interest expense and other financial charges), taxation (affecting income tax expense) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance. In addition, we exclude gains from sale or insurance recovery of property and equipment not related to our core business; write-offs of property and equipment and impairment of long-lived assets and goodwill that do not result in cash payments; stock-based compensation related to the special awards under the 2011 Equity Incentive Plan; reorganization and optimization plan expenses; bonuses granted in connection with our initial public offering due to its special nature; and incremental compensation expense related to the modification of our 2008 long-term incentive plan. While a GAAP measure for purposes of our segment reporting, Adjusted EBITDA is a non-GAAP measure for reporting our total Company performance. Our management believes, however, that disclosure of Adjusted EBITDA provides useful information to investors, financial analysts and the public in their evaluation of our operating performance.

 

Systemwide data

 

Systemwide data represents measures for both Company-operated and franchised restaurants. While sales by franchisees are not recorded as revenues by us, management believes the information is important in understanding our financial performance because these sales are the basis on which we calculate and record franchised restaurant revenues and are indicative of the financial health of our franchisee base. Systemwide results are driven primarily by our Company-operated restaurants, as 69.3% of our systemwide restaurants are Company-operated as of December 31, 2018.

 

51 

 

Foreign Currency Translation

 

The financial statements of our foreign operating subsidiaries are translated in accordance with guidance in ASC 830, Foreign Currency Matters. Except for our Venezuelan and Argentine operations, the functional currencies of our foreign operating subsidiaries are the local currencies of the countries in which we conduct our operations. Therefore, the assets and liabilities of these subsidiaries are translated into U.S. dollars at the exchange rates as of the balance sheet date, and revenues and expenses are translated at the average exchange rates prevailing during the period. Translation adjustments are included in the “Accumulated other comprehensive loss” component of shareholders’ equity. We record foreign currency exchange results related to monetary assets and liabilities transactions, including intercompany transactions, denominated in currencies other than our functional currencies in our consolidated income statement.

 

Under U.S. GAAP, an economy is considered to be highly inflationary when its three-year cumulative rate of inflation meets or exceeds 100%. Since January 1, 2010 and July 1, 2018, Venezuela and Argentina, respectively, were considered to be highly inflationary, and as such, the financial statements of each of these subsidiaries are remeasured as if its functional currency was the reporting currency of the relevant subsidiary’s immediate parent company (U.S. dollars for Venezuelan operations and Brazilian reais (“BRL”) for Argentine operations). As a result, remeasurement gains and losses are recognized in earnings rather than in the cumulative translation adjustment component of “Accumulated other comprehensive loss” within shareholders’ equity.

 

Venezuela

 

Venezuela’s exchange rate system is administered by the Central Bank of Venezuela and the Venezuelan Ministry of Finance, and currently consists of a unified foreign exchange market called NEW DICOM, which operates through an auction mechanism and which was introduced in February 2018, replacing the previous dual exchange rate system. The first auction was published on February 5, 2018, with an exchange rate of 25,000 VEF per U.S. dollar. This new mechanism was considered for remeasurement purposes.

 

On August 20, 2018, the Venezuelan government announced the removal of five zeros from the Venezuelan currency and renamed it the “Sovereign Bolivar” (VES). In addition, the new currency experienced devaluation from 2.48 to 59.93 VES per U.S. dollar.

 

Although we have participated in several auctions since the new mechanism was put in place, on June 1, 2018 we were, granted with $20 for the first time at an exchange rate of 600,000 VEF per US dollar. Afterwards, we participated in auctions in July and December. Those transactions occurred at an exchange rate greater than the one published by the governmental authorities. Considering that under ASC 830, foreign currency transactions are required to be remeasured at the applicable rate at which a particular transaction could be settled, each time we access to the new DICOM at an exchange rate greater than the one published, that higher rate is used for remeasurements purposes.

 

As of December 31, 2018, our local currency-denominated net monetary position in Venezuela, that would be subject to remeasurement in the event of further changes in the exchange rate, was net liability $0.1 million. In addition, our Venezuelan subsidiary’s non-monetary assets were $16.8 million (mainly fixed assets).

 

Currency devaluations in Venezuela have had a significant effect on our income statements and have impacted the comparability of our income statements. For more details about the Venezuelan exchange rate used for financial reporting, see Note 22 to our consolidated financial statements. 

 

Critical Accounting Policies and Estimates

 

This management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses as well as related disclosures. On an ongoing basis, we evaluate our estimates and judgments based on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under varying assumptions or conditions.

 

We consider an accounting estimate to be critical if:

 

52 

 

·the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and

 

·the impact of the estimates and assumptions on our financial condition or operating performance is material.

 

We believe that of our significant accounting policies, the following encompass a higher degree of judgment and/or complexity.

 

Depreciation of Property and Equipment

 

Accounting for property and equipment involves the use of estimates for determining the useful lives of the assets over which they are to be depreciated. We believe that the estimates we make to determine an asset’s useful life are critical accounting estimates because they require our management to make estimates about technological evolution and competitive uses of assets. We depreciate property and equipment on a straight-line basis over their useful lives based on management’s estimates of the period over which these assets will generate revenue (not to exceed the lease term plus renewal options for leased property). The useful lives are estimated based on historical experience with similar assets, taking into account anticipated technological or other changes. We periodically review these lives relative to physical factors, economic considerations and industry trends. If there are changes in the planned use of property and equipment, or if technological changes occur more rapidly than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation and amortization expense or write-offs in future periods. No significant changes to useful lives have been recorded in the past. A significant change in the facts and circumstances that we relied upon in making our estimates may have a material impact on our operating results and financial condition.

 

Impairment of Long-Lived Assets and Goodwill

 

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We review goodwill for impairment annually, primarily during the fourth quarter. In assessing the recoverability of our long-lived assets and goodwill, we consider changes in economic conditions and make assumptions regarding, among other factors, estimated future cash flows by market and by restaurant, discount rates by country and the fair value of the assets. Estimates of future cash flows are highly subjective judgments based on our experience and knowledge of our operations. These estimates can be significantly impacted by many factors, including changes in global and local business and economic conditions, operating costs, inflation, competition, and consumer and demographic trends. A key assumption impacting estimated future cash flows is the estimated change in comparable sales.

 

See Note 3 to our consolidated financial statements for a detail of markets for which we performed impairment tests of our long-lived assets and goodwill, as well as impairment charges recorded.

 

If our estimates or underlying assumptions change in the future, we may be required to record additional impairment charges.

 

Accounting for Taxes

 

We record a valuation allowance to reduce the carrying value of deferred tax assets if it is more likely than not that some portion or all of our deferred assets will not be realized. Our valuation allowance as of December 31, 2018, 2017 and 2016 amounted to $219.9 million, $271.7 million and $290.6 million, respectively. We have considered future taxable income and ongoing prudent and feasible tax strategies in assessing the need for the valuation allowance. This assessment is carried out on the basis of internal projections, which are updated to reflect our most recent operating trends, such as the expiration date for tax loss carryforwards. Because of the imprecision inherent in any forward-looking data, the further into the future our estimates project, the less objectively verifiable they become. Therefore, we apply judgment to define the period of time to include projected future income to support the future realization of the tax benefit of an existing deductible temporary difference or carryforward and whether there is sufficient evidence to support the projections at a more-likely-than-not level for this period of time. Determining whether a valuation allowance for deferred tax assets is necessary often requires an extensive analysis of positive (e.g., a history of accurately projecting income) and negative evidence (e.g., historic operating losses) regarding realization of the deferred tax assets and inherent in that, an assessment of the likelihood of sufficient future taxable income. In 2018, 2017 and 2016, we recognized net gains amounting to $24.6 million, $19.1 million

 

53 

 

and $17.0 million, respectively. If these estimates and assumptions change in the future, we may be required to adjust the valuation allowance. This could result in a charge to, or an increase in, income in the period this determination is made.

 

In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. The Company assesses the likelihood of any adverse judgments or outcomes on its tax positions, including income tax and other taxes, based on the technical merits of a tax position derived from authorities such as legislation and statutes, legislative intent, regulations, rulings and case law and their applicability to the facts and circumstances of the tax position.

 

As of December 31, 2018, there are certain matters related to the interpretation of income tax laws for which there is a possibility that a loss may have been incurred, as of the date of the financial statements in accordance with ASC 740, in an amount of $181 million, related to assessments for the fiscal years 2009 to 2014. No formal claim has been made for fiscal years within the statute of limitations by tax authorities in any of the mentioned matters. However, those years are still subject to audit and claims may be asserted in the future.

 

It is reasonably possible that, as a result of audit progression within the next 12 months, there may be new information that causes the Company to reassess its tax positions because the outcome of tax audits cannot be predicted with certainty. While the Company cannot estimate the impact that new information may have on its unrecognized tax benefit balance, it believes that the liabilities recorded are appropriate and adequate as determined under ASC 740.

 

Provision for Contingencies

 

We have certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving labor, tax and other matters. Accounting for contingencies involves the use of estimates for determining the probability of each contingency and the estimated amount to settle the obligation, including related costs. We accrue liabilities when it is probable that future costs will be incurred and the costs can be reasonably estimated. The accruals are based on all the information available at the issuance date of the financial statements, including our estimates of the outcomes of these matters and our lawyers’ experience in contesting, litigating and settling similar matters. If we are unable to reliably measure the obligation, no provision is recorded and information is then presented in the notes to our consolidated financial statements. As the scope of the liabilities becomes better defined, there may be changes in the estimates of future costs. Because of the inherent uncertainties in this estimation, actual expenditures may be different from the originally estimated amount recognized. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings” for a description of significant claims, lawsuits and other proceedings.

 

See Note 18 to our consolidated financial statements.

 

Results of Operations

 

We have based the following discussion on our consolidated financial statements. You should read it along with these financial statements, and it is qualified in its entirety by reference to them.

 

In a number of places in this annual report, in order to analyze changes in our business from period to period, we present our results of operations and financial condition on a constant currency basis, which is considered to be a non-GAAP measure. Constant currency results isolate the effects of foreign exchange rates on our results of operations and financial condition. In particular, we have isolated the effects of appreciation and depreciation of local currencies in the Territories against the U.S. dollar because we believe that doing so is useful in understanding the development of our business. For these purposes, we eliminate the effect of movements in the exchange rates by converting the balances in local currency for both periods being compared from their local currencies to the U.S. dollar using the same exchange rate.

 

Key Business Measures

 

The following tables present sales, sales growth, sales growth on a constant currency basis, comparable sales growth and average restaurant sales increases/(decreases):

 

54 

 

   Sales  Sales growth 

Sales growth in

constant currency

  Comparable sales growth
  

For the Years Ended

December 31,

  For the Years Ended December 31,  For the Years Ended December 31,  For the Years Ended December 31,
    2018    2017    2016    2018(1)   2017(3)   2018(1)   2017(3)   2018(2)   2017(4)
    (in thousands of U.S. dollars, except percentages)
Sales by Company-operated restaurants   2,932,609    3,162,256    2,803,334    (7.3)%   12.8%   1,244.5%   21.4%   1,270.4%   22.2%
Franchised
sales(5)
   1,200,112    1,250,606    990,220    (4.0)%   26.3%   3,100.2%   45.9%   2,983%   36.9%
Systemwide sales   4,132,721    4,412,862    3,793,554    (6.3)%   16.3%   1,770.4%   27.8%   1,778.1%   26.3%

 

 
(1)In nominal terms, sales decreased during 2018 due to the negative impact of the depreciation of currencies mainly in Venezuela, Argentina and Brazil against the U.S. dollar. This was partially offset by comparable sales growth of 1,778.1%, as a result of hyperinflation in Venezuela. We had 1,540 Company-operated restaurants and 683 franchised restaurants as of December 31, 2018, compared to 1,546 Company-operated restaurants and 642 franchised restaurants as of December 31, 2017.

 

(2)Our comparable sales growth on a systemwide basis in 2018 was driven by the increase in average check, which resulted mainly from price increases in Venezuela (driven by the hyperinflation) and in Argentina and from increased traffic at our restaurants.

 

(3)In nominal terms, sales increased during 2017 due to comparable sales growth of 26.3%, mainly as a result of hyperinflation in Venezuela, the net addition of 47 restaurants systemwide since January 1, 2016 and the appreciation of the Brazilian real against the U.S. dollar. We had 1,546 Company-operated restaurants and 642 franchised restaurants as of December 31, 2017, compared to 1,553 Company-operated restaurants and 603 franchised restaurants as of December 31, 2016. This was partially offset by the negative impact of the depreciation of currencies mainly in Venezuela and Argentina against the U.S. dollar.

 

(4)Our comparable sales growth on a systemwide basis in 2017 was driven by the increase in average check, which resulted mainly from price increases.

 

(5)Franchised sales correspond to sales generated by franchised restaurants, which we do not collect. Revenues from franchised restaurants primarily consist of rental income.

 

55 

 

By division

 

    Sales   Sales growth  

Sales growth in

constant currency

  Comparable sales growth
   

For the Years Ended

December 31,

 

For the Years Ended

December 31,

 

For the Years Ended

December 31,

 

For the Years Ended

December 31,

    2018   2017   2016   2018   2017   2018   2017   2018  

2017

    (in thousands of U.S. dollars, except percentages)
Sales by Company-operated restaurants:                                    
Brazil   $ 1,251,458     $ 1,396,411     $ 1,254,684     (10.4 )%   11.3 %   2.0 %   2.8 %   1.1 %   4.8 %
Caribbean division   467,352     457,033     396,807     2.3 %   15.2 %   8,559.0 %   85.3 %   8,719.4 %   84.6 %
NOLAD   388,233     370,457     349,190     4.8 %   6.1 %   6.3 %   7.9 %   6.4 %   6.8 %
SLAD   825,566     938,355     802,653     (12 )%   16.9 %   19.7 %   24.7 %   19.6 %   24.1 %
Total Sales by Company-operated restaurants   2,932,609     3,162,256     2,803,334     (7.3 )%   12.8 %   1,244.5 %   21.4 %   1,270.4 %   22.2 %
                                     
Franchised-sales:(3)                                    
Brazil   773,908     815,184     630,706     (5.1 )%   29.2 %   8.1 %   19.5 %   2.3 %   9.0 %
Caribbean division   120,702     127,599     96,646     (5.4 )%   32.0 %   30,277.9 %   279.2 %   30,716.2 %   283.3 %
NOLAD   159,180     142,657     132,745     11.6 %   7.5 %   13.5 %   7.8 %   6.8 %   7.5 %
SLAD   146,322     165,166     130,123     (11.4 )%   26.9 %   31.3 %   38.9 %   22.3 %   31.7 %
Total Franchised sales   1,200,112     1,250,606     990,220     (4.0 )%   26.3 %   3,100.2 %   45.9 %   2,983.0 %   36.9 %
                                     
Systemwide sales:                                    
Brazil   2,025,366     2,211,595     1,885,390     (8.4 )%   17.3 %   4.3 %   8.4 %   1.6 %   6.3 %
Caribbean division   588,054     584,632     493,453     0.6 %   18.5 %   13,299.2 %   123.2 %   13,557.8 %   123.4 %
NOLAD   547,414     513,114     481,935     6.7 %   6.5 %   8.3 %   7.8 %   6.5 %   7.0 %
SLAD   971,887     1,103,521     932,776     (11.9 )%   18.3 %   21.4 %   26.7 %   20.1 %   25.3 %
Total Systemwide sales   4,132,721     4,412,862     3,793,554     (6.3 )%   16.3 %   1,770.4 %   27.8 %   1,778.1 %   26.3 %

 

 

 

   Sales  Number of restaurants  Average restaurant sales
   For the Years Ended December 31,  For the Years Ended December 31,  For the Years Ended December 31,
    2018    2017    2016    2018    2017    2016    2015    2018(1)   2017(2)   2016 
    (in thousands of U.S. dollars, except for number of restaurants) 
Sales by Company-operated restaurants  $2,932,609   $3,162,256   $2,803,334    1,540    1,546    1,553    1,588   $1,901   $2,041   $1,785 
Franchised sales(3)  $1,200,112   $1,250,606   $990,220    683    642    603    553   $1,811   $2,009   $1,713 
Systemwide sales  $4,132,721   $4,412,862   $3,793,554    2,223    2,188    2,156    2,141   $1,874   $2,032   $1,766 

 

(1)Our ARS decreased in 2018 due to the negative impact of the depreciation of currencies, mainly in Venezuela, Argentina and Brazil, against the U.S. dollar. This was partially offset by comparable sales growth of 1,778.1%, mainly driven by Venezuela’s hyperinflation.

 

56 

 

(2)Our ARS increased in 2017 due to the comparable sales growth of 26.3%, mainly as a result of hyperinflation in Venezuela and the appreciation of the Brazilian real against the U.S. dollar, partially offset by the depreciation of currencies, mainly in Venezuela and Argentina, against the U.S. dollar.

 

(3)Franchised sales correspond to sales generated by franchised restaurants, which we do not collect. Revenues from franchised restaurants primarily derive from rental income.

 

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

 

Set forth below are our results of operations for the years ended December 31, 2018 and 2017.

 

   For the Years Ended December 31, 

%

Increase

(Decrease)

   2018  2017   
   (in thousands of U.S. dollars)   
Sales by Company-operated restaurants  $2,932,609   $3,162,256    (7.3)%
Revenues from franchised restaurants  $148,962   $157,269    (5.3)%
Total revenues  $3,081,571   $3,319,525    (7.2)%
Company-operated restaurant expenses:               
Food and paper  $(1,030,499)  $(1,110,240)   (7.2)%
Payroll and employee benefits  $(607,793)  $(683,954)   (11.1)%
Occupancy and other operating expenses  $(803,539)  $(842,519)   (4.6)%
Royalty fees  $(157,886)  $(163,954)   (3.7)%
Franchised restaurants – occupancy expenses  $(67,927)  $(69,836)   (2.7)%
General and administrative expenses  $(229,324)  $(244,664)   (6.3)%
Other operating (expenses) income, net  $(61,145)  $68,577    (189.2)%
Total operating costs and expenses  $(2,958,113)  $(3,046,590)   (2.9)%
Operating income  $123,458   $272,935    (54.8)%
Net interest expense  $(52,868)  $(68,357)   (22.7)%
Loss from derivative instruments  $(565)  $(7,065)   (92.0)%
Foreign currency exchange results  $14,874   $(14,265)   (204.3)%
Other non-operating income (expenses), net  $270   $(435)   (162.1)%
Income before income taxes  $85,169   $182,813    (53.4)%
Income tax expense  $(48,136)  $(53,314)   (9.7)%
Net income  $37,033   $129,499    (71.4)%
Less: Net income attributable to non-controlling interests  $(186)  $(333)   (44.1)%
Net income attributable to Arcos Dorados Holdings Inc  $36,847   $129,166    (71.5)%

 

Set forth below is a summary of changes to our systemwide, Company-operated and franchised restaurant portfolios in 2018 and 2017.

 

57 

Systemwide Restaurants

 

 

For the Years Ended

December 31,

   2018  2017
Systemwide restaurants at beginning of period   2,188    2,156 
Restaurant openings   70    50 
Restaurant closings   (35)   (18)
Systemwide restaurants at end of period   2,223    2,188 

 

Company-Operated Restaurants 

For the Years Ended

December 31,

   2018  2017
Company-operated restaurants at beginning of period   1,546    1,553 
Restaurant openings   42    31 
Restaurant closings   (28)   (16)
Net conversions of franchised restaurants to Company-operated restaurants   (20)   (22)
Company-operated restaurants at end of period   1,540    1,546 

 

Franchised Restaurants

 

 

For the Years Ended

December 31,

   2018  2017
Franchised restaurants at beginning of period   642    603 
Restaurant openings   28    19 
Restaurant closings   (7)   (2)
Net conversions of franchised restaurants to Company-operated restaurants   20    22 
Franchised restaurants at end of period   683    642 

 

58 

 

Revenues

 

  

For the Years Ended

December 31, 

   
   2018  2017  % Increase
   (in thousands of U.S. dollars)   
Sales by Company-operated restaurants         
Brazil  $1,251,458   $1,396,411    (10.4)%
Caribbean division  $467,352   $457,033    2.3%
NOLAD  $388,233   $370,457    4.8%
SLAD  $825,566   $938,355    (12.0)%
Total  $2,932,609   $3,162,256    (7.3)%
Revenues from franchised restaurants               
Brazil  $93,995   $100,162    (6.2)%
Caribbean division  $16,391   $17,789    (7.9)%
NOLAD  $18,615   $16,417    13.4%
SLAD  $19,961   $22,901    (12.8)%
Total  $148,962   $157,269    (5.3)%
Total revenues               
Brazil  $1,345,453   $1,496,573    (10.1)%
Caribbean division  $483,743   $474,822    1.9%
NOLAD  $406,848   $386,874    5.2%
SLAD  $845,527   $961,256    (12.0)%
Total  $3,081,571   $3,319,525    (7.2)%

 

Sales by Company-operated Restaurants

 

Total sales by Company-operated restaurants decreased by $229.7 million, or 7.3%, from $3,162.3 million in 2017 to $2,932.6 million in 2018. In Brazil and Argentina, sales by Company-operated restaurants decreased by $281.1 million mainly due to depreciation of currencies against the U.S. dollar, which caused sales to decrease by $466.6 million. This was partially offset by comparable sales growth of 9.0%, which caused sales in these two markets to increase by $175.0 million, mostly due to price increases related to the hyperinflation in Argentina. Additionally, the sharp currency depreciation in Venezuela caused a $21.0 million net negative impact on sales by Company-operated restaurants in 2018 compared to 2017. Moreover, in the other markets, sales by Company-operated restaurants increased by $72.4 million mainly due to comparable sales growth of 6.9%, which caused sales to increase by $71.9 million.

  

In Brazil, sales by Company-operated restaurants decreased by $145.0 million, or 10.4%, to $1,251.5 million. This was primarily a consequence of the depreciation of the Brazilian real against the U.S. dollar, which caused sales to decrease by $173.6 million. This was partially offset by 32 net restaurants openings since January 1, 2017, partially offset by the conversion of 32 Company-operated restaurants into franchised restaurants since January 1, 2017, which caused sales to increase by $13.3 million. Additionally, comparable sales growth of 1.1%, caused sales to increase by $15.3 million and was mainly driven by traffic increase.

 

In the Caribbean division, sales by Company-operated restaurants increased by $10.3 million, or 2.3%, to $467.4 million. The hyperinflationary environment in Venezuela caused a $21.0 million net negative impact on sales by Company-operated restaurants in 2018 compared to 2017. In the other markets in the Caribbean division, sales by Company-operated restaurants increased by $31.3 million mainly due to comparable sales growth of 7.8%, which caused sales to increase by $28.3 million, and due to appreciation of currencies against the U.S. dollar, which caused sales to increase by $3.4 million.

 

59 

 

In NOLAD, sales by Company-operated restaurants increased by $17.8 million, or 4.8%, to $388.2 million. This was a consequence of comparable sales growth of 6.4%, driven by traffic increase, which contributed $22.9 million to the increase in sales, and 4 net restaurant openings, partially offset by the conversion of 7 Company-operated restaurants into franchised restaurants since January 1, 2017, which contributed $0.8 million to sales. This was partially offset by the depreciation of local currencies, which had a negative impact of $5.9 million in sales.

 

In SLAD, sales by Company-operated restaurants decreased by $112.8 million, or 12.0%, to $825.6 million. This was a consequence of the depreciation of currencies against the U.S. dollar, in particular the Argentine peso, which caused sales to decrease by $298.2 million. This was partially offset by 19.6% growth in comparable sales, which caused sales to increase by $180.4 million, driven by an increase in average check, mainly related with Argentine inflation. Additionally, the opening of 15 restaurants, partially offset by the conversion of 3 Company-operated restaurants into franchised restaurants and the closing of 7 restaurants since January 1, 2017, contributed $5.0 million to the increase in sales.

 

Revenues from Franchised Restaurants

 

Our total revenues from franchised restaurants decreased by $8.3 million, or 5.3%, from $157.3 million in 2017 to $149.0 million in 2018. In Brazil and Argentina, revenues from franchised restaurants decreased by $9.7 million mainly due to depreciation of currencies against the U.S. dollar, which caused sales to decrease by $22.6 million. This was partially offset by comparable sales growth of 5.6%, which caused sales in these two markets to increase by $7.3 million, along with the conversion of 34 Company-operated restaurants into franchised restaurants and the net opening of 36 franchised restaurants since January 1, 2017, which caused revenues from franchised restaurants to increase by $7.3 million. Additionally, sharp currency depreciation in Venezuela caused a $1.7 million net negative impact on revenues from franchised restaurants. Moreover, in the other markets, revenues from franchised restaurants increased by $3.1 million mainly due to comparable sales growth of 8.7%, which caused sales to increase by $2.5 million.

 

In Brazil, revenues from franchised restaurants decreased by $6.2 million, or 6.2%, to $94.0 million primarily due to depreciation of the real against the U.S. dollar that decreased revenues by $13.0 million, and a decrease in rental income as a percentage of sales, which resulted in a decrease in revenues of $1.2 million. This was partially offset by the conversion of 32 Company-operated restaurants into a franchised restaurants and the net opening of 34 franchised restaurants, since January 1, 2017, which caused revenues from franchised restaurants to increase in $5.6 million, and comparable sales growth of 2.3%, which increased sales by $2.4 million.

 

In the Caribbean division, revenues from franchised restaurants decreased by $1.4 million, or 7.9%, to $16.4 million. The hyperinflationary environment in Venezuela caused a $1.7 million net negative impact on revenues from franchised restaurants. In Puerto Rico, the other market in this division with franchised restaurants, revenues increased by $0.3 million mainly due to comparable sales growth of 12.9%, which contributed to increase in sales by $0.9 million. This was partially offset by a decrease in rental income as percentage of sales, which caused sales to decrease by $0.5 million.

 

In NOLAD, revenues from franchised restaurants increased by $2.2 million, or 13.4%, to 18.6 million. This increase was a result of comparable sales growth of 6.8%, which resulted in a $1.2 million increase in revenues, coupled with the conversion of 7 Company-operated restaurants into franchised restaurants and the net opening of 3 restaurants since January 1, 2017, which caused revenues to increase in $1.0 million.

 

In SLAD, revenues from franchised restaurants decreased by $2.9 million, or 12.8%, to $20.0 million. This decrease is explained by the depreciation of the Argentine peso against the U.S. dollar, which represented a decrease in revenues of $9.6 million. This was partially offset by comparable sales growth of 22.3%, which resulted in a $5.3 million increase in revenues, driven by an increase in average check strongly related with the inflation in Argentina, coupled with the opening of 2 restaurants and the conversion of 3 Company-operated restaurants into franchised restaurants since January 1, 2017, which caused revenues to increase by $1.7 million.

 

60 

Operating Costs and Expenses

 

Food and Paper

 

Our total food and paper costs decreased by $79.7 million, or 7.2%, to $1,030.5 million in 2018, as compared to 2017. As a percentage of our total sales by Company-operated restaurants, food and paper costs remained unchanged at 35.1%.

 

In Brazil, food and paper costs decreased by $53.1 million, or 11.6% to $406.4 million. As a percentage of the division’s sales by Company-operated restaurants, food and paper costs decreased by 0.4 percentage points to 32.5%, primarily as a result of cost increases below price increases, both below inflation mainly in beef and potatoes.

 

In the Caribbean division, food and paper costs increased by $0.5 million, or 0.3%, to $170.2 million. As a percentage of the division’s sales by Company-operated restaurants, food and paper costs decreased by 0.7 percentage points to 36.4%, primarily due to price increases above cost increases and operational efficiencies in Colombia.

 

In NOLAD, food and paper costs increased by $7.0 million, or 4.9%, to $151.1 million. As a percentage of the division’s sales by Company-operated restaurants, food and paper costs remained unchanged at 38.9%.

 

In SLAD, food and paper costs decreased by $34.2 million, or 10.1%, to $302.8 million. As a percentage of the division’s sales by Company-operated restaurants, food and paper costs increased by 0.8 percentage points to 36.7%, mainly due to price increases below cost increases, related to the effect of the depreciation of the Argentine peso against the U.S. dollar in imported products and an increase in the cost of beef.

 

Payroll and Employee Benefits

 

Our total payroll and employee benefits costs decreased by $76.2 million, or 11.1%, to $607.8 million in 2018, as compared to 2017. As a percentage of our total sales by Company-operated restaurants, payroll and employee benefits costs decreased 0.9 percentage points to 20.7%. The decrease is mostly attributable to lower contingencies in Brazil, tax reform in Argentina and operational efficiencies in almost all markets.

 

In Brazil, payroll and employee benefits costs decreased by $46.8 million, or 14.5%, to $275.7 million. As a percentage of the division’s sales by Company-operated restaurants, payroll and employee benefits costs decreased by 1.1 percentage points to 22.0%, mainly as a result of lower contingencies in response to legal reforms that are expected to discourage the bringing of claims by employees as well as reforms relating to efficiencies in managing certain labor claims. In addition, there were operational improvements.

 

In the Caribbean division, payroll and employee benefits costs increased by $3.0 million, or 3.5%, to $88.3 million. As a percentage of the division’s sales by Company-operated restaurants, payroll and employee benefits costs increased by 0.2 percentage points to 18.9%, mainly due to lower income related to government benefits in Colombia. This was partially offset by operational improvements in Colombia and Puerto Rico, along with higher sales increase as compared to salaries increase in Venezuela.

 

In NOLAD, payroll and employee benefits costs increased by $2.9 million, or 4.7%, to $63.8 million. As a percentage of the division’s sales by Company-operated restaurants, payroll and employee benefits costs decreased 0.1 percentage points to 16.4%.

 

In SLAD, payroll and employee benefits costs decreased by $35.3 million, or 16.4%, to $180.0 million. As a percentage of the division’s sales by Company-operated restaurants, payroll and employee benefits decreased by 1.1 percentage points to 21.8% mainly as a result of tax benefits in Argentina and Uruguay.

 

Occupancy and Other Operating Expenses

 

Our total occupancy and other operating expenses decreased by $39.0 million, or 4.6%, to $803.5 million in 2018, as compared to 2017. As a percentage of our total sales by Company-operated restaurants, occupancy and other operating expenses increased 0.8 percentage points to 27.4%, mainly due to higher delivery costs, utilities and

 

61 

IT expenses in Brazil and Argentina. Additionally, there were higher depreciation and amortization expenses in Brazil, Argentina and Uruguay related to the reinvestment plan, along with restaurants and dessert centers openings.

 

In Brazil, occupancy and other operating expenses decreased by $29.1 million, or 8.0%, to $336.7 million. As a percentage of the division’s sales by Company-operated restaurants, occupancy and other operating expenses increased by 0.7 percentage points to 26.9%, explained by a decrease in sales, which was higher than the decrease in costs. In addition, higher depreciation and amortization related to the reinvestment plan and to restaurants and dessert centers openings, along with higher utilities, IT expenses and delivery costs which also contributed to the increase.

 

In the Caribbean division, occupancy and other operating expenses increased by $1.3 million, or 1.0%, to $134.2 million. As a percentage of the division’s sales by Company-operated restaurants, occupancy and other operating expenses decreased 0.4 percentage points to 28.7%, mainly due to lower depreciation and amortization expenses in Puerto Rico and Venezuela, along with lower maintenance and repairs costs in Venezuela, Colombia and Puerto Rico. This was partially offset by higher insurance expenses in Venezuela and higher utilities expenses in Colombia.

 

In NOLAD, occupancy and other operating expenses increased by $6.6 million, or 5.6%, to $124.6 million. As a percentage of the division’s sales by Company-operated restaurants, occupancy and other operating expenses increased by 0.2 percentage points to 32.1% due to delivery costs, partially offset by lower depreciation and amortization expenses in Mexico.

 

In SLAD, occupancy and other operating expenses decreased by $21.5 million, or 8.9%, to $219.9 million. As a percentage of the division’s sales by Company-operated restaurants, occupancy and other operating expenses increased by 0.9 percentage points to 26.6%, explained by a decrease in sales, which was higher than the decrease in costs. Higher depreciation and amortization expenses in Argentina and Uruguay, coupled with higher utilities and IT expenses in Argentina, also contributed to the increase.

 

Royalty Fees

 

Our total royalty fees decreased by $6.1 million, or 3.7%, to $157.9 million in 2018, as compared to 2017. As a percentage of sales, royalty fees increased by 0.2 percentage points to 5.4% due to the scheduled increase in the royalty fees we owe to McDonald’s under the MFA agreement effective as of August 2017, partially offset by the growth support funding that Mc Donald’s began providing us in August 2017.

 

In Brazil, royalty fees decreased by $7.6 million, or 10.2%, to $66.6 million in 2018. As a percentage of sales, royalty fees remained unchanged at 5.3%.

 

In the Caribbean division, royalty fees increased by $0.04 million, or 0.2%, to $22.1 million in 2018, as compared to 2017. As a percentage of sales, royalty fees decreased by 0.1 percentage points to 4.7%, as a result of a waiver of royalty fees for our Venezuela operations granted by McDonald’s in June, 2018, partially offset by the scheduled increase in royalty fees we owe to McDonald’s in all our markets under the MFA agreement as of August 2017.

 

In NOLAD, royalty fees increased by $3.1 million, or 16.0%, to $22.7 million in 2018, as compared to 2017. As a percentage of sales, royalty fees increased by 0.5 percentage points to 5.8%, due to the scheduled increase in royalty fees we owe to McDonald’s under the MFA agreement as of August 2017.

 

In SLAD, royalty fees decreased by $1.7 million, or 3.5%, to $46.5 million in 2018, as compared to 2017. As a percentage of sales, royalty fees increased by 0.5 percentage points to 5.6%, as a result of the scheduled increase in royalty fees under the MFA agreement as of August 2017. This was partially offset by growth support funding that McDonald’s Corporation began providing in August 2017.

 

Franchised Restaurants—Occupancy Expenses

 

Occupancy expenses from franchised restaurants decreased by $1.9 million or 2.7%, to $67.9 million in 2018, as compared to 2017, mainly due to depreciation of currencies, mainly in Venezuela, Brazil and Argentina, against the U.S. dollar. This was partially offset by higher rent expenses for leased properties, as a consequence of the

 

62 

increase in comparable sales from franchised restaurants, the conversion of Company-operated restaurants into franchised restaurants and store openings.

 

In Brazil, occupancy expenses from franchised restaurants decreased by $2.9 million, or 6.2%, to $44.4 million in 2018, as compared to 2017, primarily due to depreciation of the Brazilian real against de U.S. dollar. This was partially offset by higher rent expenses for leased properties, as a consequence of the increase in comparable sales from franchised restaurants, the conversion of Company-operated restaurants into franchised restaurants and store openings.

 

In the Caribbean division, occupancy expenses from franchised restaurants increased by $0.1 million, or 1.3% to $10.9 million. This was mainly due to higher rent expenses for leased properties, as a consequence of the increase in sales from franchised restaurants, caused by the hyperinflation in Venezuela, coupled with higher allowances for doubtful accounts in Puerto Rico. This was offset by the depreciation of the Venezuelan bolivar against the U.S. dollar.

 

In NOLAD, occupancy expenses from franchised restaurants increased by $0.6 million, or 7.6%, to $8.5 million in 2018, as compared to 2017, mainly due to higher rent expenses for leased properties, as a consequence of the increase in comparable sales from franchised restaurants and the conversion of Company-operated restaurants into franchised restaurants and stores openings. This was partially offset by the depreciation of the Mexican peso against the U.S. dollar.

 

In SLAD, occupancy expenses from franchised restaurants decreased by $0.3 million, or 5.4%, to $5.5 million in 2018, as compared to 2017, mainly due to the depreciation of the Argentinean peso against the U.S. dollar. This was partially offset by higher rent expenses for leased properties, as a consequence of the increase in comparable sales from franchised restaurants and store openings.

 

Set forth below are the margins for our franchised restaurants in 2018, as compared to 2017. The margin for our franchised restaurants is expressed as a percentage and is equal to the difference between revenues from franchised restaurants and occupancy expenses from franchised restaurants, divided by revenues from franchised restaurants.

 

  

For the Years Ended

December 31, 

   2018  2017
Brazil   52.8%   52.8%
Caribbean Division   33.2%   39.3%
NOLAD   54.3%   51.9%
SLAD   72.3%   74.5%
Total   54.4%   55.6%

63 

General and Administrative Expenses

 

General and administrative expenses decreased by $15.3 million, or 6.3%, to $229.3 million in 2018. In Corporate and Argentina, general and administrative expenses decreased by $20.6 million, due to depreciation of the Argentine peso against the U.S. dollar, which represented a decrease of $29.4 million, coupled with lower bonuses and other variable compensation provisions, for an amount of $7.8 million. This was partially offset by higher payroll amounting to $7.5 million, along with higher occupancy, outside services, travel and other expenses related to the hyperinflation in Argentina, which represented an increase of $6.4 million. Furthermore, in Corporate and Argentina there were severance payment of $2.7 million. The sharp currency depreciation in Venezuela also caused general and administrative expenses to decrease by $1.4 million. Moreover, in the other markets, general and administrative expenses increased by $6.7 million mainly due to severance payment of $10.1 million, higher payroll for an amount of $5.5 million and higher occupancy and travel expenses amounting to $3.9 million. This was partially compensated by depreciation of currencies against the U.S. dollar, mainly the Brazilian real, for an amount of $11.2 million, along with lower bonuses and other variable compensation provisions amounting to $1.3 million.

  

In Brazil, general and administrative expenses increased by $3.1 million, or 4.2%, to $77.2 million in 2018, as compared to 2017. The increase resulted from severance payment and higher payroll amounting to $6.1 million and $4.3 million, respectively, higher occupancy expenses for an amount of $2.6 million and outside services and travel expenses amounting to $2.1 million. This was partially offset by depreciation of the Brazilian real against the U.S. dollar amounting to $10.9 million and by a decrease of $1.2 million in bonuses and other variable compensation.

 

In the Caribbean division, general and administrative expenses increased by $0.2 million, or 0.6%, to $32.6 million in 2018. The sharp currency depreciation in Venezuela caused general and administrative expenses to decrease by $1.4 million. Moreover, in the other markets in this division, general and administrative expenses increased by $1.6 million as compared to 2017 mainly due to severance payments of $1.9 million and higher bonuses and other variable compensation for an amount of $0.4 million, which was partially offset by a decrease of $0.8 million in outside services.

  

In NOLAD, general and administrative expenses increased by $1.4 million, or 5.9%, to $25.2 million in 2018, as compared to 2017. This increase is a result of severance payment for an amount of $1.4 million and higher payroll amounting to $0.4 million. This was partially offset by the depreciation of the Costa Rica colón and the Mexican peso against the U.S. dollar amounting to $0.4 million.

 

In SLAD, general and administrative expenses decreased by $2.4 million, or 6.8%, to $32.4 million in 2018, as compared to 2017. This decrease was mostly due to the depreciation of the Argentine peso and Uruguayan peso against the U.S. dollar amounting to $8.9 million, and lower bonuses and other variable compensation for an amount of $1.0 million. This was partially offset by higher payroll, mainly as a result of inflation in Argentina, coupled with severance payment amounting to $3.8 million and $2.6 million, respectively. In addition, there were higher outside services and travel expenses for an amount of $1.0 million.

 

General and administrative expenses for Corporate and others decreased by $17.7 million, or 22.2%, to $62.0 million in 2018, as compared to 2017. This decrease was mostly due to the depreciation of the Argentine peso against the U.S. dollar amounting to $20.8 million, coupled with lower bonuses and other variable compensation provisions, for an amount of $7.5 million. This was partially offset by higher payroll related to Argentina’s inflation, as a portion of our corporate expenses are located in Argentina, amounting to $4.5 million. Additionally, higher occupancy, other and travel expenses for an amount of $5.3 million and severance payment for an amount of $0.8 million.

 

Other Operating (Expense) Income, net

 

Other operating (expenses) income, net decreased by $129.7 million, to a loss of $61.1 million in 2018 from a gain of $68.6 million in 2017. This decrease was primarily attributable to lower sales of properties related to our asset monetization plan of approximately $91.5 million in 2017 and higher inventory write down in Venezuela of approximately $56.9 million.

 

 

64 

 

Operating Income

 

  

For the Years Ended 

December 31,

   
   2018  2017  % Decrease
   (in thousands of U.S. dollars)   
Brazil  $159,511   $160,608    (0.7)%
Caribbean division  $(49,567)  $1,538    (3,322.8)%
NOLAD  $7,726   $99,152    (92.2)%
SLAD  $53,777   $71,718    (25.0)%
Corporate and other and purchase price allocation  $(47,989)  $(60,081)   (20.1)%
Total  $123,458   $272,935    (54.8)%

 

Operating income decreased by $149.5 million, or 54.8%, to $123.5 million in 2018, as compared to 2017, as a result of the foregoing.

 

Net Interest Expense

 

Net interest expense decreased by $15.5 million, or 22.7%, to $52.9 million in 2018, as compared to 2017. The decrease was primarily explained by higher expenses in 2017 related to the restructuring of our long-term debt, amounting to $15.0 million.

 

Loss from Derivative Instruments

 

Loss from derivative instruments decreased by $6.5 million to $0.6 million in 2018, as compared to $7.1 million in 2017, mainly attributable to higher losses related to the ineffective portion of derivative instruments amounting to $4.9 million in 2017.

 

Foreign Currency Exchange Results

 

Foreign currency exchange results increased by $29.1 million to a gain of $14.9 million in 2018 from a loss of $14.3 million in 2017. The variation is primarily attributable to (i) a gain of $9.3 million related to the devaluation of the Venezuelan bolívar against U.S dollars that was over 2,000,000% year over year; (ii) the impact of a slight appreciation of the Mexican peso in 2018 in comparison with a significant depreciation in 2017 on intercompany receivables denominated in U.S. dollars that represented a gain of $7.6 million; and (iii) the depreciation of approximately 13% in the Uruguayan peso that impacted intercompany receivables denominated in U.S. dollars, leading to a gain of $6.3 million.

 

Other Non-operating Income (Expenses), Net

 

Other non-operating income (expenses), net increased by $0.7 million to a $0.3 million gain in 2018, as compared to a $0.4 million loss in 2017.

 

Income Tax Expense

 

Income tax expense decreased by $5.2 million, from $53.3 million in 2017 to $48.1 million in 2018. The consolidated effective tax rate was 56.5% in 2018, as compared to 29.2% in 2017, primarily explained by Venezuela remeasurement and inflationary impacts (amounting to $16.9 million) and expiration and changes in tax loss carryforwards (amounting to $18.6 million, mainly generated by certain holding companies of the group and the Caribbean division); each representing an increase in the consolidated effective tax rate of 19.8% and 21.8% in 2018 with respect to the weighted-average statutory income tax rate, compared to an increase of 1.5% and 7% in 2017, respectively.

  

See Note 16 to our consolidated financial statements for additional information

 

Net Income Attributable to Non-controlling Interests

 

Net income attributable to non-controlling interests for 2018 decreased by $0.1 million to $0.2 million.

 

65 

Net Income Attributable to Arcos Dorados Holdings Inc.

 

As a result of the foregoing, net income attributable to Arcos Dorados Holdings Inc. decreased by $92.3 million, or 71.5% from $129.2 million in 2017 to $36.8 million in 2018.

 

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

 

Set forth below are our results of operations for the years ended December 31, 2017 and 2016.

 

   For the Years Ended
December 31,
  %
Increase
   2017  2016  (Decrease)
   (in thousands of U.S. dollars)   
Sales by Company-operated restaurants   $3,162,256   $2,803,334    12.8%
Revenues from franchised restaurants   $157,269   $125,296    25.5%
Total revenues   $3,319,525   $2,928,630    13.3%
Company-operated restaurant expenses:               
Food and paper   $(1,110,240)  $(1,012,976)   9.6%
Payroll and employee benefits   $(683,954)  $(607,082)   12.7%
Occupancy and other operating expenses   $(842,519)  $(752,428)   12.0%
Royalty fees   $(163,954)  $(142,777)   14.8%
Franchised restaurants – occupancy expenses   $(69,836)  $(55,098)   26.7%
General and administrative expenses   $(244,664)  $(221,075)   10.7%
Other operating income, net   $68,577   $41,386    65.7%
Total operating costs and expenses   $(3,046,590)  $(2,750,050)   10.8%
Operating income   $272,935   $178,580    52.8%
Net interest expense   $(68,357)  $(66,880)   2.2%
Loss from derivative instruments   $(7,065)  $(3,065)   130.5%
Foreign currency exchange results   $(14,265)  $32,354    (144.1)%
Other non-operating income (expenses), net   $(435)  $(2,360)   (81.6)%
Income before income taxes   $182,813   $138,629    31.9%
Income tax expense   $(53,314)  $(59,641)   (10.6)%
Net income   $129,499   $78,988    63.9%
Less: Net income attributable to non-controlling interests   $(333)  $(178)   87.1%
Net income attributable to Arcos Dorados Holdings Inc.   $129,166   $78,810    63.9%

 

Set forth below is a summary of changes to our systemwide, Company-operated and franchised restaurant portfolios in 2017 and 2016.

 

66 

Systemwide Restaurants  For the Years Ended
December 31,
   2017  2016
Systemwide restaurants at beginning of period    2,156    2,141 
Restaurant openings    50    33 
Restaurant closings    (18)   (18)
Systemwide restaurants at end of period    2,188    2,156 

 

Company-Operated Restaurants  For the Years Ended
December 31,
   2017  2016
Company-operated restaurants at beginning of period    1,553    1,588 
Restaurant openings    31    17 
Restaurant closings    (16)   (11)
Net conversions of franchised restaurants to Company-operated restaurants    (22)   (41)
Company-operated restaurants at end of period    1,546    1,553 

 

Franchised Restaurants  For the Years Ended
December 31,
   2017  2016
Franchised restaurants at beginning of period    603    553 
Restaurant openings    19    16 
Restaurant closings    (2)   (7)
Net conversions of franchised restaurants to Company-operated restaurants    22    41 
Franchised restaurants at end of period    642    603 

 

Revenues

 

   For the Years Ended
December 31,
   
   2017  2016  % Increase
   (in thousands of U.S. dollars)   
Sales by Company-operated restaurants         
Brazil   $1,396,411   $1,254,684    11.3%
Caribbean division   $457,033   $396,807    15.2%
NOLAD   $370,457   $349,190    6.1%
SLAD   $938,355   $802,653    16.9%
Total   $3,162,256   $2,803,334    12.8%
Revenues from franchised restaurants               
Brazil   $100,162   $78,553    27.5%
Caribbean division   $17,789   $12,864    38.3%
NOLAD   $16,417   $14,775    11.1%
SLAD   $22,901   $19,104    19.9%
Total   $157,269   $125,296    25.5%
Total revenues               
Brazil   $1,496,573   $1,333,237    12.3%
Caribbean division   $474,822   $409,671    15.9%
NOLAD   $386,874   $363,965    6.3%
SLAD   $961,256   $821,757    17.0%
Total   $3,319,525   $2,928,630    13.3%

67 

Sales by Company-operated Restaurants

 

Total sales by Company-operated restaurants increased by $358.9 million, or 12.8%, from $2,803.3 million in 2016 to $3,162.3 million in 2017, mainly due to 22.2% growth in comparable sales, which caused sales to increase by $603.9 million. This increase in comparable sales was mostly due to the hyperinflation in Venezuela, partially offset by the depreciation of currencies, mainly in Venezuela and Argentina, against the U.S. dollar ($240.2 million) and the net conversion of 63 Company-operated restaurants into franchised restaurants, partially offset by 21 net restaurant openings since January 1, 2016, which caused sales to decrease by $4.8 million.

 

In Brazil, sales by Company-operated restaurants increased by $141.7 million, or 11.3%, to $1,396.4 million. This was a consequence of the appreciation of the real against the U.S. dollar, which caused sales to increase by $106.7 million, and comparable sales growth of 4.8%, or $57.7 million, which was driven by average check and traffic increases. This was partially offset by the conversion of 54 Company-operated restaurants into franchised restaurants (partially offset by 18 net restaurant openings) since January 1, 2016, which caused sales to decrease by $22.7 million.

 

In the Caribbean division, sales by Company-operated restaurants increased by $60.2 million, or 15.2%, to $457.0 million. This was a consequence of 84.6% growth in comparable sales, mainly resulting from a higher average check, related to Venezuela’s hyperinflation, which caused sales to increase by $333.3 million. Additionally, the opening of 3 restaurants, partially offset by the closing of 7 restaurants since January 1, 2016, contributed $5.0 million to sales increase. This increase was partially offset by the depreciation of the Venezuelan bolivar against the U.S. dollar, which caused sales to decrease by $278.1 million, and the negative impact of hurricanes in Puerto Rico, St. Thomas and St. Croix, during September 2017.

 

In NOLAD, sales by Company-operated restaurants increased by $21.3 million, or 6.1%, to $370.5 million. This was a consequence of comparable sales growth of 6.8%, driven by traffic increase, which contributed $23.3 million to the increase in sales, and 3 net restaurant openings, partially offset by the conversion of 4 Company-operated restaurants into franchised restaurants since January 1, 2016, which contributed $4.1 million to sales increase. This was partially offset by the depreciation of local currencies, which caused sales to decrease by $6.2 million.

 

In SLAD, sales by Company-operated restaurants increased by $135.7 million, or 16.9%, to $938.4 million. This was a consequence of 24.1% growth in comparable sales, which caused sales to increase by $189.6 million, driven by an increase in average check, mainly related with Argentine inflation, and traffic increase. Additionally, the opening of 9 restaurants, partially offset by the conversion of 5 Company-operated restaurants into franchised restaurants and the closing of 5 restaurants since January 1, 2016, contributed $8.7 million to the increase in sales. This was partially offset by the depreciation of the Argentine peso against the U.S. dollar, which caused sales to decrease by $62.6 million.

 

Revenues from Franchised Restaurants

 

Our total revenues from franchised restaurants increased by $32.0 million, or 25.5%, from $125.3 million in 2016 to $157.3 million in 2017. The main contributor to this increase was comparable sales growth of 36.9%, mainly due to Venezuela’s hyperinflation, which resulted in an increase in revenues of $52.7 million, coupled with the conversion of 63 Company-operated restaurants into franchised restaurants and the net opening of 26 franchised restaurants since January 1, 2016, which caused revenues from franchised restaurants to increase by $8.3 million. This was partially offset by the depreciation of currencies, mainly in Venezuela and Argentina, against the U.S. dollar, by $28.0 million and lower rental income as a percentage of sales, which decreased from 12.7% in 2016 to 12.6% in 2017 and contributed $1.0 million to the decrease in revenues.

 

In Brazil, revenues from franchised restaurants increased by $21.6 million, or 27.5%, to $100.2 million primarily as a result of the conversion of 54 Company-operated restaurants into franchised restaurants and the net opening of 28 franchised restaurants, since January 1, 2016, which caused revenues from franchised restaurants to increase by $7.7 million, and comparable sales growth of 9.0%, which contributed $7.5 million of the increase. In addition, the appreciation of the real against the U.S. dollar made a positive impact on revenues in the region by $7.5 million. This was partially offset by a decrease in rental income as a percentage of sales, which resulted in a decrease in revenues of $1.1 million.

 

68 

In the Caribbean division, revenues from franchised restaurants increased by $4.9 million, or 38.3%, to $17.8 million. This increase was driven by comparable sales growth of 283.3%, mainly affected by Venezuela’s hyperinflation, resulting in $37.8 million increase in revenues, and an increase in rental income as a percentage of sales, which contributed $0.6 million. This was partially offset by the depreciation of the Venezuelan bolivar against the U.S. dollar and the closing of 2 restaurants since January 1, 2016, negatively affecting revenues by $33.3 million and $0.2 million, respectively. Franchised sales were also negatively affected by the impact of hurricanes in Puerto Rico, during September 2017.

 

In NOLAD, revenues from franchised restaurants increased by $1.6 million, or 11.1%, to 16.4 million. This increase was a result of comparable sales growth of 7.5%, which resulted in a $1.2 million increase in revenues, and an increase in rental income as a percentage of sales, which contributed $0.5 million to the increase. These effects were partially offset by the depreciation of the Mexican peso against the U.S. dollar, which caused revenues to decrease by $0.1 million. In addition, the conversion of 4 franchised restaurants into Company-operated restaurants was partially offset by the net closing of 2 restaurant since January 1, 2016.

 

In SLAD, revenues from franchised restaurants increased by $3.8 million, or 19.9%, to $22.9 million. This increase resulted mainly from comparable sales growth of 31.7%, which accounted for $6.3 million increase in revenues, coupled with the opening of 2 restaurants and the conversion of 5 Company-operated restaurants into franchised restaurants since January 1, 2016, which caused revenues to increase by $0.7 million. This was partially offset by the depreciation of the Argentine peso against the U.S. dollar and lower rental income as a percentage of sales, which represented a decrease in revenues of $2.2 million and $1.1 million, respectively. The growth in comparable sales was driven by an increase in average check, mainly related to Argentinean inflation and traffic increase.

 

Operating Costs and Expenses

 

Food and Paper

 

Our total food and paper costs increased by $97.3 million, or 9.6%, to $1,110.2 million in 2017, as compared to 2016. As a percentage of our total sales by Company-operated restaurants, food and paper costs decreased by 1.0 percentage points to 35.1%, primarily as a result of raw materials cost increases below price increases and operational efficiencies in Brazil and SLAD.

 

In Brazil, food and paper costs increased by $25.9 million to $459.5 million. As a percentage of the division’s sales by Company-operated restaurants, food and paper costs decreased by 1.7 percentage points to 32.9%, primarily as a result of raw materials cost increases below price increases, mainly with respect to beef, coupled with operational efficiencies.

 

In the Caribbean division, food and paper costs increased by $20.9 million, or 14.0%, to $169.7 million. As a percentage of the division’s sales by Company-operated restaurants, food and paper costs decreased by 0.4 percentage points to 37.1%, primarily due to a favorable change in the product mix in Venezuela.

 

In NOLAD, food and paper costs decreased by $10.1 million, or 7.5%, to $144.1 million. As a percentage of the division’s sales by Company-operated restaurants, food and paper costs increased by 0.5 percentage points to 38.9%, resulting primarily from lower price increases as compared to cost increases related to the Company’s focus on promotional activities in order to regain traffic in Mexico.

 

In SLAD, food and paper costs increased by $40.4 million, or 13.6%, to $337.0 million. As a percentage of the division’s sales by Company-operated restaurants, food and paper costs decreased by 1.0 percentage points to 35.9%, mainly due to raw materials cost increases below price increases and operational efficiencies.

 

Payroll and Employee Benefits

 

Our total payroll and employee benefits costs increased by $76.9 million, or 12.7%, to $684.0 million in 2017, as compared to 2016. As a percentage of our total sales by Company-operated restaurants, payroll and employee benefits costs decreased 0.1 percentage points to 21.6%. The decrease is mostly attributable to higher sales increase as compared to salaries increase in Venezuela. This was partially offset by higher contingencies in Brazil and salaries increase in SLAD, related to Argentina’s inflation.

 

69 

In Brazil, payroll and employee benefits costs increased by $35.9 million, or 12.5%, to $322.4 million. As a percentage of the division’s sales by Company-operated restaurants, payroll and employee benefits costs increased by 0.3 percentage points to 23.1%, mainly as a result of higher contingencies in response to the increased efficiency of Brazilian courts in managing certain labor claims, which was partially offset by operational efficiencies.

 

In the Caribbean division, payroll and employee benefits costs decreased by $0.3 million, or 0.3%, to $85.3 million. As a percentage of the division’s sales by Company-operated restaurants, payroll and employee benefits costs decreased by 2.9 percentage points to 18.7%, as a result of higher sales increase as compared to salaries increase in Venezuela and higher government incentives for employers. Moreover, in connection with the negative impact of the hurricanes in Puerto Rico in September 2017, and like many other companies in the region, we recorded lower bonuses in Puerto Rico.

 

In NOLAD, payroll and employee benefits costs increased by $4.3 million, or 7.5%, to $61.0 million. As a percentage of the division’s sales by Company-operated restaurants, payroll and employee benefits costs increase by 0.2 percentage points to 16.5% as a result of higher bonuses in Mexico.

 

In SLAD, payroll and employee benefits costs decreased by $37.0 million, or 20.8%, to $215.2 million. As a percentage of the division’s sales by Company-operated restaurants, payroll and employee benefits increased by 0.7 percentage points to 22.9% as a result of salaries increase related to Argentina’s inflation.

 

Occupancy and Other Operating Expenses

 

Our total occupancy and other operating expenses increased by $90.1 million, or 12.0%, to $842.5 million in 2017, as compared to 2016. As a percentage of our total sales by Company-operated restaurants, occupancy and other operating expenses decreased 0.2 percentage points to 26.6%, mainly due to lower depreciation and amortization expenses in Venezuela, coupled with lower outside services and utilities in Brazil. Additionally, insurance payments related to the hurricanes that occurred in September 2017 in Puerto Rico, St. Croix and St. Thomas also contributed.

 

In Brazil, occupancy and other operating expenses increased by $35.5 million, or 10.7%, to $365.8 million. As a percentage of the division’s sales by Company-operated restaurants, occupancy and other operating expenses decreased by 0.1 percentage points to 26.2%, mainly due to lower outside services and utilities.

 

In the Caribbean division, occupancy and other operating expenses increased by $12.6 million, or 10.4%, to $132.9 million. As a percentage of the division’s sales by Company-operated restaurants, occupancy and other operating expenses decreased 1.3 percentage points to 29.1%, mainly due to lower depreciation and amortization expenses in Venezuela and lower advertising and promotion expenses at the division level. Additionally, occupancy and other operating expenses includes insurance payments related to the hurricanes that occurred in September 2017 in Puerto Rico, St. Croix and St. Thomas.

 

In NOLAD, occupancy and other operating expenses increased by $6.8 million, or 6.1%, to $118.0 million. As a percentage of the division’s sales by Company-operated restaurants, occupancy and other operating expenses remained unchanged at 31.9%.

 

In SLAD, occupancy and other operating expenses increased by $35.2 million, or 17.1%, to $241.4 million. As a percentage of the division’s sales by Company-operated restaurants, occupancy and other operating expenses remained unchanged at 25.7%.

 

Royalty Fees

 

Our total royalty fees increased by $21.2 million, or 14.8%, to $164.0 million in 2017, as compared to 2016. As a percentage of sales, royalty fees increased by 0.1 percentage points to 5.2% due to the scheduled increase in the royalty fees we owe to McDonald’s under the MFA agreement effective as of August 2017, partially offset by the growth support funding that McDonald’s began providing us in August 2017.

 

In Brazil, royalty fees increased by $7.0 million, or 10.5%, to $74.2 million in 2017. As a percentage of sales, royalty fees decreased by 0.1 percentage points to 5.3% as a result of growth support funding that McDonald’s began providing us in August 2017, partially offset by the scheduled increase in royalty fees we owe to McDonald’s under the MFA agreement as of August 2017.

 

70 

In the Caribbean division, royalty fees increased by $2.4 million, or 12.5%, to $22.1 million in 2017, as compared to 2016. As a percentage of sales, royalty fees decreased by 0.1 percentage points to 4.8% as a result of a waiver granted by McDonald’s Corporation in Venezuela, partially offset by the scheduled increase in royalty fees we owe to McDonald’s under the MFA agreement as of August 2017.

 

In NOLAD, royalty fees increased by $2.6 million, or 15.5%, to $19.5 million in 2017, as compared to 2016. As a percentage of sales, royalty fees increased by 0.4 percentage points to 5.3%, due to the scheduled increase in royalty fees we owe to McDonald’s under the MFA agreement as of August 2017.

 

In SLAD, royalty fees increased by $9.1 million, or 23.2%, to $48.2 million in 2017, as compared to 2016. As a percentage of sales, royalty fees increased by 0.3 percentage points to 5.1%, as a result of the scheduled increase in royalty fees under the MFA agreement as of August 2017. This was partially offset by growth support funding that McDonald’s began providing in August 2017.

 

Franchised Restaurants—Occupancy Expenses

 

Occupancy expenses from franchised restaurants increased by $14.7 million, or 26.7%, to $69.8 million in 2017, as compared to 2016, mainly due to higher rent expenses for leased properties, as a consequence of the increase in comparable sales from franchised restaurants, the conversion of Company-operated restaurants into franchised restaurants and store openings. This was partially offset by the depreciation of a number of local currencies in the Territories against the U.S. dollar.

 

In Brazil, occupancy expenses from franchised restaurants increased by $10.5 million, or 28.6%, to $47.3 million in 2017, as compared to 2016, primarily due to higher rent expenses for leased properties, as a consequence of the increase in comparable sales from franchised restaurants, the conversion of Company-operated restaurants into franchised restaurants, store openings and the negative effect of the appreciation of the Brazilian real against de U.S. dollar.

 

In the Caribbean division, occupancy expenses from franchised restaurants increased by $2.9 million, or 36.9%, to $10.8 million. This was mainly due to higher rent expenses for leased properties, as a consequence of the increase in sales from franchised restaurants caused by Venezuela’s hyperinflation, coupled with higher allowances for doubtful accounts in Puerto Rico. This was partially offset by the depreciation of the Venezuelan bolivar against the U.S. dollar.

 

In NOLAD, occupancy expenses from franchised restaurants increased by $0.2 million, or 1.9%, to $7.9 million in 2017, as compared to 2016, mainly due to higher rent expenses for leased properties, as a consequence of the increase in comparable sales from franchised restaurants and the conversion of Company-operated restaurants into franchised restaurants. This was partially offset by the depreciation of the Mexican peso against the U.S. dollar.

 

In SLAD, occupancy expenses from franchised restaurants increased by $1.3 million, or 29.6%, to $5.8 million in 2017, as compared to 2016, mainly due to higher rent expenses for leased properties, as a consequence of the increase in comparable sales from franchised restaurants, the conversion of Company-operated restaurants into franchised restaurants and store openings. This was partially offset by the depreciation of the Argentine peso against the U.S. dollar.

 

Set forth below are the margins for our franchised restaurants in 2017, as compared to 2016. The margin for our franchised restaurants is expressed as a percentage and is equal to the difference between revenues from franchised restaurants and occupancy expenses from franchised restaurants, divided by revenues from franchised restaurants.

 

   For the Years Ended
December 31,
   2017  2016
Brazil    52.8%   53.2%
Caribbean Division    39.3%   38.7%
NOLAD    51.9%   47.5%
SLAD    74.5%   76.4%
Total    55.6%   56.0%

71 

General and Administrative Expenses

 

General and administrative expenses increased by $23.6 million, or 10.7%, to $244.7 million in 2017. This increase was mostly due to higher payroll, mainly related to inflation, amounting to $17.5 million and higher bonuses and other variable compensation provisions amounting to $10.6 million, coupled with higher outside services and higher travel expenses, amounting to $7.5 million and $2.5 million, respectively. A decrease of management fees charged to McDonald’s Corporation for services rendered to other markets that do not involve Arcos Dorados, amounting to $1.2 million, also contributed. This was partially offset by depreciation of currencies in the Territories against the U.S. dollar, mainly the Venezuelan bolivar, amounting to $11.3 million and lower severance payment amounting to $5.3 million.

 

In Brazil, general and administrative expenses increased by $6.7 million, or 9.9%, to $74.1 million in 2017, as compared to 2016. The increase resulted from the appreciation of the Brazilian real against the U.S. dollar amounting to $5.7 million, higher payroll amounting to $1.8 million and higher bonuses and other variable compensation amounting $0.5 million. This was partially offset by a decrease in outside services amounting to $1.0 million.

 

In the Caribbean division, general and administrative expenses increased by $0.1 million, or 0.3%, to $32.4 million in 2017, as compared to 2016 mainly as a result of Venezuela’s hyperinflation. The increase resulted from higher payroll, amounting to $5.7 million, higher travel expenses, amounting to $1.9 million, bonuses and other variable compensation, amounting to $1.6 million, higher other expenses, amounting to $1.0 million, outside services, amounting to $0.6 million, and occupancy expenses, amounting to $0.3 million. This was offset by the depreciation of the Venezuelan bolívar and other currencies in the division against the U.S. dollar, amounting to $11.0 million.

 

In NOLAD, general and administrative expenses increased by $2.1 million, or 9.7%, to $23.8 million in 2017, as compared to 2016. This increase is a result of lower management fees charged to McDonald’s Corporation for services rendered to other markets that do not involve Arcos Dorados, amounting to $0.9 million, higher payroll amounting to $0.8 million and higher bonuses and other variable compensation amounting to $0.5 million. Higher outside services amounting to $0.4 million also contributed. This was partially offset by the depreciation of the Costa Rica colón and the Mexican peso against the U.S. dollar amounting to $0.3 million.

 

In SLAD, general and administrative expenses increased by $3.7 million, or 12.0%, to $34.7 million in 2017, as compared to 2016. This increase was mostly due to higher payroll, mainly as a result of Argentina’s inflation, amounting to $3.9 million, and higher bonuses and other variable compensation, amounting to $1.6 million. This was partially offset by the depreciation of the Argentine peso against the U.S. dollar amounting to $1.6 million coupled with lower outside services and travel expenses, amounting to $0.3 million and $0.2 million, respectively.

 

General and administrative expenses for Corporate and others increased by $11.0 million, or 16.1%, to $79.7 million in 2017, as compared to 2016. This increase was mostly due to higher outside services amounting to $7.8 million. In addition, higher bonuses and other variable compensation provisions, amounting to $6.4 million, higher payroll linked to Argentina’s inflation, as a portion of our corporate expenses are located in Argentina, amounting to $5.4 million and higher travel expenses amounting to $0.9 million, also contributed. This was partially offset by lower severance payment amounting to $5.3 million and the depreciation of the Argentine peso against the U.S. dollar amounting to $4.1 million.

 

Other Operating Income, net

 

Other operating income, net increased by $27.2 million, to $68.6 million in 2017, as compared to 2016. This increase was primarily attributable to $37.0 million related to our asset monetization plan, offset by higher impairment of long-lived assets and goodwill of $5.0 million.

 

72 

Operating Income

 

   For the Years Ended
December 31,
  % Increase
   2017  2016  (Decrease)
   (in thousands of U.S. dollars)   
Brazil   $160,608   $122,636    31.0%
Caribbean division   $1,538   $(12,392)   (112.4)%
NOLAD   $99,152   $45,145    119.6%
SLAD   $71,718   $66,359    8.1%
Corporate and other and purchase price allocation   $(60,081)  $(43,168)   39.2%
Total   $272,935   $178,580    52.8%

 

Operating income increased by $94.4 million, or 52.8%, to $272.9 million in 2017, as compared to 2016.

 

Net Interest Expense

 

Net interest expense increased by $1.5 million, or 2.2%, to $68.4 million in 2017, as compared to 2016. The increase was primarily explained by the net impact of restructuring our long-term debt ($11.5 million related to 2027 notes, offset by lower interest expenses, amounting to $10.5 million, related to the repayment of the 2016 Secured Loan Agreement).

 

Loss from Derivative Instruments

 

Loss from derivative instruments increased by $4.0 million to $7.1 million in 2017, as compared to $3.1 million in 2016 attributable to higher losses related to the ineffective portion of derivative instruments amounting to $2.6 million and the results of derivatives that are not designated for hedge accounting amounting to $1.4 million.

 

Foreign Currency Exchange Results

 

Foreign currency exchange results decreased by $46.6 million, from a gain of $32.4 million in 2016 to a loss of $14.3 million in 2017, mainly due to the fluctuation of the Brazilian real and the Mexican peso. The Brazilian real had a significant appreciation during previous year in contrast to a slight depreciation in 2017 (gain of $20.1 million and loss of $0.5, respectively). The Mexican peso had a significant depreciation in 2016 in contrast to an appreciation in 2017 (loss of $7.4 million and gain of $13.8 million, respectively).

 

Other Non-operating Income (Expenses), Net

 

Other non-operating income (expenses), net decreased by $1.9 million to a $0.4 million loss in 2017, as compared to a $2.4 million loss in 2016, primarily related to a decrease in asset tax results.

 

Income Tax Expense

 

Income tax expense decreased by $6.3 million, from $59.6 million in 2016 to $53.3 million in 2017. The consolidated effective tax rate was 29.2% in 2017, as compared to 43.0% in 2016, mainly explained by lower withholding tax expenses in 2017 due to lower payments of intercompany financial balances due from operating subsidiaries to holding companies in the group related to the repayment of the 2016 Notes, amounting to $18.2 million (representing an increase in the consolidated effective tax rate of 3.7% in 2017 as compared to 16.1% in 2016).

 

See Note 16 to our consolidated financial statements for additional information.

 

Net Income Attributable to Non-controlling Interests

 

Net income attributable to non-controlling interests for 2017 decreased by $0.2 million to $0.3 million.

 

73 

Net Income Attributable to Arcos Dorados Holdings Inc.

 

As a result of the foregoing, net income attributable to Arcos Dorados Holdings Inc. increased by $50.4 million, or 63.9%, from $78.8 million in 2016 to $129.2 million in 2017.

 

B.Liquidity and Capital Resources

 

Our financial condition and liquidity are and will continue to be influenced by a variety of factors, including:

 

·our ability to generate cash flows from our operations;

 

·the level of our outstanding indebtedness and the interest we pay on this indebtedness;

 

·our dividend policy;

 

·changes in exchange rates which will impact our generation of cash flows from operations when measured in U.S. dollars; and

 

·our capital expenditure requirements.

 

Under the MFAs, we are required to agree with McDonald’s on a restaurant opening plan and a reinvestment plan for each three-year period during the term of the MFAs. The restaurant opening plan specifies the number and type of new restaurants to be opened in the Territories during the applicable three-year period, while the reinvestment plan specifies the amount we must spend reimaging or upgrading restaurants during the applicable three-year period. Under the 2017-2019 restaurant opening and reinvestment plan, we are required to open 180 restaurants and to reinvest $292 million in existing restaurants. However, for the same three-year period, we now expect to open at least 200 new restaurants and to reinvest at least $390 million in existing restaurants. Total capital expenditures for 2017 to 2019 are now expected to be approximately $660 million. We expect to fund these commitments using cash flow from operations. However, we cannot assure you that we will generate enough cash flow from operations to fund these commitments, and their satisfaction may require us to incur future debt and/or equity financing.

 

Our management believes in our ability to obtain the sources of liquidity and capital resources that are necessary in this challenging economic environment and also believes that our liquidity and capital resources, including working capital, are adequate for our present requirements and business operations and will be adequate to satisfy our currently anticipated requirements during at least the next twelve months for working capital, capital expenditures and other corporate needs.

 

Overview

 

Net cash provided by operations decreased by $75.4 million, from $255.2 million in 2017 to $179.7 million in 2018. Cash used in our investing activities was $163.8 million in 2018, compared to $124.5 million in 2017. Cash used in financing activities was $73.4 million in 2018, compared to $3.4 million in 2017. Cash used in financing activities was primarily used for the purchase of treasury stock amounting to $46.0 million and the payments of dividends of $20.9 million.

 

Net cash provided by operations increased by $91.0 million, from $164.2 million in 2016 to $255.2 million in 2017. Cash used in our investing activities was $124.5 million in 2017, compared to an inflow of $23.0 million in 2016. Cash used in financing activities was $3.4 million in 2017, compared to $113.0 million in 2016. Cash used in financing activities was primarily used for the repayment in 2017 of the 2016 Secured Loan Agreement, repayment of $48.9 million of the 2023 notes in connection with the 2017 Tender Offer, the repayment of the 2016 notes during 2016 and an increase in net payments of derivative instruments of $34.6 million, partially offset by cash inflows of $265.0 million from the issuance of the 2027 notes in 2017.

 

At December 31, 2018, our total financial debt was $589.8 million, consisting of  (i) $630.3 million in long-term debt (of which $346.1 million related to the 2023 notes, including the original issue discount, $265.0 million related to 2027 notes, $16.7 million in other long-term borrowings, and $6.5 million in capital lease obligations) the amount of which was offset by $40.9 million related to the fair market value of our outstanding derivative instruments, (ii) $4.0 million related to deferred financing costs and (iii) $0.4 million in short-term debt.

 

74 

At December 31, 2017, our total financial debt was $621.5 million, consisting of $633.5 million in long-term debt (of which $345.7 million related to the 2023 notes, including the original issue discount, $265.0 million related to 2027 notes, $22.9 million in other long-term borrowings and $4.5 million in capital lease obligations) the amount of which was offset by $12.0 million related to the fair market value of our outstanding derivative instruments and $4.6 million related to deferred financing costs.

 

Cash and cash equivalents were $197.3 million at December 31, 2018 and $308.5 million at December 31, 2017.

 

Comparative Cash Flows

 

The following table sets forth our cash flows for the periods indicated:

 

    For the Years Ended December 31,
    2018   2017   2016
    (in thousands of U.S. dollars)
Net cash provided by operating activities   $ 179,731     $ 255,170     $ 164,189  
Net cash (used in) provided by investing activities   (163,784 )   (124,480 )   23,018  
Net cash used in financing activities   (73,442 )   (3,353 )   (112,995 )
Effect of exchange rate changes on cash and cash equivalents   (53,714 )   (13,649 )   8,072  
(Decrease) increase in cash and cash equivalents   (111,209 )   113,688     82,284  

 

Operating Activities

 

    For the Years Ended December 31,
    2018   2017   2016
    (in thousands of U.S. dollars)
Net income attributable to Arcos Dorados Holdings Inc.   $ 36,847     $ 129,166     $ 78,810  
Non-cash charges and credits   121,448     60,926     29,160  
Changes in assets and liabilities   21,436     65,078     56,219  
Net cash provided by operating activities   179,731     255,170     164,189  

 

For the year ended December 31, 2018, net cash provided by operating activities was $179.7 million, compared to $255.2 million in 2017. The $75.4 million decrease is attributable to the decrease in net income and non-cash charges of $31.8 million and a negative change in assets and liabilities of $43.6 million.

 

For the year ended December 31, 2017, net cash provided by operating activities was $255.2 million, compared to $164.2 million in 2016. The $91.0 million increase is mainly attributable to the increase in net income, non-cash charges of $82.1 million and the positive change in assets and liabilities of $8.9 million.

 

Investing Activities

 

Investments in new restaurants and the modernization of existing restaurants are primarily concentrated in markets with opportunities for long-term growth and returns on investment above a pre-defined threshold that is significantly above our cost of capital. Average development costs vary widely by market depending on the types of restaurants built and the real estate and construction costs within each market and are affected by foreign currency fluctuations. These costs, which include land, buildings and equipment, are managed through the use of optimally sized restaurants, construction and design efficiencies and the leveraging of best practices.

 

The following table presents our cash (used in) provided by investing activities by type:

 

75 

    For the Years Ended December 31,
    2018   2017   2016
    (in thousands of U.S. dollars)
Property and equipment expenditures   $ (197,041 )   $ (174,766 )   $ (92,282 )
Purchases of restaurant businesses paid at acquisition date       (870 )    
Proceeds from sales of property and equipment and related advances   2,891     61,983     88,380  
Proceeds from sales of restaurant businesses and related advances   10,158     10,407     25,090  
Recovery (acquisitions) of short-term investments   19,588     (19,588 )    
Others, net   620     (1,646 )   1,830  
Net cash (used in) provided by investing activities   (163,784 )   (124,480 )   23,018  

 

The following table presents our property and equipment expenditures by type:

 

    For the Years Ended December 31,
    2018   2017   2016
    (in thousands of U.S. dollars)
New restaurants   $ 55,982     $ 41,557     $ 27,756  
Existing restaurants   107,202     105,396     47,198  
Other(1)   33,857     27,813     17,328  
Total property and equipment expenditures   197,041     174,766     92,282  

 

(1)Primarily corporate equipment and other office expenditures.

 

In 2018, net cash used in investing activities was $163.8 million, compared to $124.5 million in 2017. This $39.3 million increase was primarily attributable to an increase in property and equipment expenditures of $22.3 million, a decrease in proceeds from sales of property and equipment and related advances of $59.1 million, partially offset by the collection of short-term investments, made during 2017, amounting to $39.2 million.

 

Property and equipment expenditures increased by $22.3 million, from $174.8 million in 2017 to $197.0 million in 2018. The increase in property and equipment expenditures is explained by an increase in investment in new restaurants of $14.4 million, as well as in existing restaurants, $1.8 million, and an increase in corporate equipment and other office expenditures of $6.0 million. In 2018, we opened 70 restaurants and closed 35 restaurants.

 

Proceeds from sales of property and equipment and related advances decreased by $59.1 million to $2.9 million in 2018, as compared to 2017, primarily as a consequence of a decrease in sales from the Company’s asset monetization plan.

 

In 2017, net cash used in investing activities was $124.5 million, compared to an inflow of $23.0 million in 2016. This $147.5 million increase was primarily attributable to an increase in property and equipment expenditures of $82.5 million, the acquisition of short-term investment amounting to $19.6 million, the purchases of restaurant businesses in 2017 for $0.9 million, a decrease in proceeds from sales of property and equipment and related advances of $26.4 million, a decrease in proceeds from sale of restaurant businesses and related advances of $14.7 million, a decrease in collection from loans of related parties of $1.8 million and a decrease in other investing activities of $1.7 million.

 

Property and equipment expenditures increased by $82.5 million, from $92.3 million in 2016 to $174.8 million in 2017. The increase in property and equipment expenditures is explained by an increase in investment in new restaurants of $13.8 million, as well as in existing restaurants, $46.2 million, and an increase in corporate equipment and other office expenditures of $22.5 million. In 2017, we opened 50 restaurants and closed 18 restaurants.

 

Proceeds from sales of restaurant businesses and related advances decreased $14.7 million, mainly as a result of a lower rate of conversion of Company-operated restaurants into franchised restaurants in 2017 compared with 2016.

 

76 

Proceeds from sales of property and equipment and related advances decreased $26.4 million to $62.0 million in 2017, as compared to 2016, primarily as a consequence of advances received in 2016 for sales performed in 2017.

 

Financing Activities

 

    For the Years Ended December 31,
    2018   2017   2016
    (in thousands of U.S. dollars)
(Repayment of) / proceeds from 2016 Secured Loan Agreement   $     $ (169,511 )   $ 167,262  
Dividend payments to Arcos Dorados Holdings Inc. shareholders   (20,937 )        
Net (payment) collection of derivative instruments       (40,822 )   (6,268 )
Purchase of 2023 Notes       (48,885 )   (80,800 )
Purchase and repayment of 2016 Notes           (181,156 )
Issuance of 2027 notes       265,000      
Treasury stock purchases   (46,035 )        
Other financing activities   (6,470 )   (9,135 )   (12,033 )
Net cash used in financing activities   (73,442 )   (3,353 )   (112,995 )

 

Net cash used in financing activities was $73.4 million in 2018, compared to $3.4 million used in 2017. The $70.1 million increase in the amount of cash used in financing activities was primarily attributable to the purchase of treasury stock amounting to $46.0 million and the payments of dividends of $20.9 million.

 

Net cash used in financing activities was $3.4 million in 2017, compared to $113.0 million used in 2016. The $109.6 million decrease in the amount of cash used in financing activities was primarily attributable to the repayment in 2017 of the 2016 Secured Loan Agreement, repayment of $48.9 million of the 2023 notes in connection with the 2017 Tender Offer, the repayment of the 2016 notes during 2016 and an increase in net payments of derivative instruments of $34.6 million, partially offset by cash inflows of $265.0 million from the issuance of the 2027 notes in 2017.

 

The 2016 Secured Loan Agreement

 

On March 29, 2016, our Brazilian subsidiary, Arcos Dourados Comércio de Alimentos Ltda. (“Arcos Comércio”), entered into a secured loan agreement with Citibank N.A., Bank of America N.A., Itau BBA International plc, JPMorgan Chase Bank, N.A. and Banco Santander (Brasil) S.A., Cayman Islands Branch, as initial lenders, under which Arcos Comércio received total proceeds of $167.3 million (R$613.9 million as of the signing date). Each loan under the 2016 Secured Loan Agreement bore interest at the following annual interest rates:

 

Lender

Annual Interest Rate

Citibank N.A. 3M LIBOR + 2.439%
Itau BBA International plc 5.26%
Banco Santander (Brasil) S.A., Cayman Islands Branch 4.7863%
Bank of America N.A. 3M LIBOR + 4.00%
JPMorgan Chase Bank, N.A. 3M LIBOR + 3.92%

 

In order to fully convert each loan under the second loan agreement into Brazilian reais, Arcos Comércio entered into five cross-currency interest rate swap agreements with the local subsidiaries of the same lenders, to fully hedge the principal and interest cash flows of each of the loans under the secured loan agreement. Consequently, the loan was fully converted into Brazilian reais at a rate of 3.67 reais per U.S. dollar, amounting to R$613.9 million. All the terms of the cross-currency interest rate swap agreements matched the terms of the secured loan agreement. Considering the cross currency interest rate swap agreements, the final interest rate of the secured loan agreement was the Interbank Market reference interest rate (or “CDI” in Brazil), plus 4.50% per year. Interest payments were made quarterly, beginning June 2016.

 

77 

The loan was fully and unconditionally guaranteed on a senior secured basis by certain subsidiaries, and secured by (i) certain credit and debit card receivables arising from sales in certain Brazilian restaurants operated by Arcos Comércio; and (ii) the positive mark to market of the cross currency interest rate swap agreements.

 

The loan proceeds were primarily used to repay the Company’s 2016 notes. We incurred $3.2 million of financing costs related to the 2016 Secured Loan Agreement, which were capitalized as deferred financing costs and are being amortized over the life of the loan. For more information on the 2016 notes, see “—The 2016 Notes”.

 

On April 11, 2017, we repaid the Secured Loan Agreement, plus accrued and unpaid interest and certain transaction costs for a total of $169.7 million. In addition, on April 13, 2017 and April 17, 2017, we unwound the related derivative instruments for a total of R$122.7 million. These payments were made using the proceeds of the offering of the 2027 notes. For more information on the 2027 notes, see “—The 2027 Notes”.

 

Revolving Credit Facilities

 

Arcos Dorados B.V. entered into revolving credit facilities in order to borrow money from time to time to cover our working capital needs and for other lawful general corporate purposes. Interest on each loan under these facilities is payable on the date of any prepayment, at maturity and on a quarterly basis, beginning with the date that is three calendar months following the date on which the applicable loan was made.

 

On August 3, 2011, our subsidiary, Arcos Dorados B.V., entered into a committed revolving credit facility with Bank of America, N.A., as lender, for $50 million. On July 30, 2015, we renewed this facility for $50 million maturing on August 3, 2016. On August 1, 2016, we renewed this revolving credit facility for $25 million maturing on August 3, 2017. On August 1, 2017, we renewed this revolving credit facility for $25 million maturing on August 3, 2018. On August 3, 2018, we renewed this facility again for $25 million maturing on August 3, 2019, with an annual interest rate equal to LIBOR plus 2.40%.

 

As a result of the Company’s decision to change the exchange rates used for remeasurement of its bolivar-denominated assets and liabilities and operating results in Venezuela, we were not in compliance with the indebtedness to EBITDA ratio under the revolving credit facility as of June 30, 2014. At such date our consolidated indebtedness to EBITDA ratio was 2.73. However, on July 28, 2014, we reached an agreement with Bank of America, N.A. to change the consolidated net indebtedness to EBITDA ratio from 2.5 to 1 to 3.0 to 1. On July 30, 2015, we further amended the Revolving Credit Facility to change such ratio from 3.0 to 1 to 3.5 to 1.

 

On November 10, 2016, Arcos Dorados B.V. entered into a revolving credit facility with JPMorgan Chase Bank, N.A. for up to $25 million maturing on November 10, 2017. On November 1, 2017, we renewed this revolving credit facility again for $25 million maturing on November 10, 2018 and on November 1, 2018, we extended the maturity date to November 10, 2019. Each loan made to Arcos Dorados B.V. under this agreement will bear interest at an annual rate equal to LIBOR plus 2.25%.

 

The obligations of Arcos Dorados B.V. under the revolving credit facilities are jointly and severally guaranteed by certain of the Company’s subsidiaries on an unconditional basis. Furthermore, the agreements include customary covenants including, among others, restrictions on the ability of Arcos Dorados B.V., the guarantors and certain material subsidiaries to: (i) incur liens, (ii) enter into any merger, consolidation or amalgamation; (iii) sell, assign, lease or transfer all or substantially all of the borrower’s or guarantor’s business or property; (iv) enter into transactions with affiliates; (v) engage in substantially different lines of business; (vi) engage in transactions that violate certain anti-terrorism laws; and (vii) permit the consolidated net indebtedness to EBITDA ratio to be greater than 3.0 to 1 as of the last day of the fiscal quarter ended December 31, 2016 and thereafter. The revolving credit facilities provide for customary events of default, which, if any of them occurs, would permit or require the relevant lender to terminate its obligation to provide loans under the relevant revolving credit facility and/or to declare all sums outstanding under the loan documents immediately due and payable.

 

As of December 31, 2018, the mentioned ratio was 0.97 and thus we are currently in compliance with the ratio under both revolving credit facilities.

 

2016 Notes

 

In July 2011, we issued R$400 million aggregate principal amount of notes due 2016 bearing interest of 10.25% per year, payable in U.S. dollars, which we refer to as the 2016 notes. In addition, on April 24, 2012, we issued an

 

78 

additional R$275 million aggregate principal amount of the 2016 notes at a price of 102.529%. The 2016 notes are denominated in reais, but payment of principal and interest will be made in U.S. dollars. The 2016 notes matured on July 13, 2016. Interest was paid semiannually in arrears on January 13 and July 13 of each year.

 

The 2016 notes were listed on the Luxembourg Stock Exchange and traded on the Euro MTF Market.

 

During November 2015 and January 2016, we redeemed a portion of the outstanding principal amount of its 2016 notes. Furthermore, on April 8, 2016, we launched a cash tender offer for any and all of the outstanding 2016 notes at a redemption price equal to 97%, which expired on May 5, 2016. The holders who tendered their 2016 notes prior to April 21, 2016 received a redemption price equal to 100%. The results related to the cash tender offer and the accelerated amortization of the related to deferred financing cost were recognized as interest expense in the income statement. On July 13, 2016, the remaining 2016 notes matured and we paid the outstanding principal amount of R$200,991 (equivalent to $60,965) plus accrued and unpaid interest amounting to R$10,301 (equivalent to $3,124) related to the Notes.

 

The following table presents information related to the purchase and repayments of the principal of the 2016 Notes:

 

      Amount
Date  Redemption price  R$  $
November 25, 2015    93.75%   40,000    9,995 
November 30, 2015    93.75%   7,039    1,715 
January 29, 2016    97.75%   1,180    288 
April 21, 2016    100.00%   421,765    118,797 
May 5, 2016    97.00%   4,025    1,106 
July 13, 2016    100.00%   200,991    60,965 
Total         675,000    192,866 

 

2023 Notes

 

In September 2013, we issued senior notes for an aggregate principal amount of $473.8 million under an indenture dated September 27, 2013, which we refer to as the 2023 notes. The total aggregate principal amount of the 2023 notes consists of $375 million issued for cash and $98.8 million issued in exchange for the 7.5% senior notes due 2019 issued by Arcos Dorados B.V. in October 2009 (the “2019 notes”) that were properly tendered (and not validly withdrawn) pursuant to a tender offer, exchange offer and consent solicitation we launched in September 2013 (the “2013 Tender and Exchange Offer”). The 2023 notes mature on September 27, 2023 and bear interest of 6.625% per year. Interest is paid semiannually on March 27 and September 27. The proceeds from the issuance of the 2023 notes were used to pay the principal and premium on the 2019 notes in connection with the 2013 Tender and Exchange Offer, to repay certain of the short-term indebtedness we had with Banco Itaú BBA S.A., to unwind a cross-currency interest rate swap with Bank of America, N.A. and for general corporate purposes.

 

The 2023 notes are redeemable at our option at any time at the applicable redemption price set forth in the indenture.

 

The 2023 notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our subsidiaries. The 2023 notes and guarantees (i) are senior unsecured obligations and rank equal in right of payment with all of our and the guarantors’ existing and future senior unsecured indebtedness; (ii) will be effectively junior to all of our and the guarantors’ existing and future secured indebtedness to the extent of the assets securing that indebtedness; and (iii) are structurally subordinated to all obligations of our subsidiaries that are not guarantors.

 

The indenture governing the 2023 notes limits our and our subsidiaries’ ability to, among other things, (i) create certain liens; (ii) enter into sale and lease-back transactions; and (iii) consolidate, merge or transfer assets. These covenants are subject to important qualifications and exceptions. The indenture governing the 2023 notes also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, and interest on all of the then-outstanding 2023 notes to be due and payable immediately.

 

79 

On June 1, 2016, we launched a cash tender offer to purchase up to $80 million of the outstanding 2023 Notes (the “2016 Tender Offer”) at a redemption price equal to 98%, which expired on June 28, 2016. The holders who tendered their 2023 Notes prior to June 14, 2016 received a redemption price equal to 101%. As a result of the 2016 Tender Offer, we redeemed 16.89% of the outstanding principal amount of the 2023 notes. The total payment was $80.8 million (including $0.8 million of early tender payment) plus accrued and unpaid interest. The results related to the 2016 Tender Offer and the accelerated amortization of the related deferred financing cost were recognized as interest expense in the income statement.

 

On March 16, 2017, we announced the commencement of a second tender offer to purchase for cash up to $80 million aggregate principal amount of the properly tendered (and not validly withdrawn) outstanding 2023 notes (the “2017 Tender Offer”). As a result of the early settlement of the 2017 Tender Offer, we repurchased $45.3 million of the 2023 notes on April 5, 2017. The 2017 Tender Offer expired on April 12, 2017. As a result of the final settlement of the 2017 Tender Offer, we repurchased an additional $0.4 million of the 2023 notes on April 19, 2017. As of December 31, 2018, $348.1 million aggregate principal amount of the 2023 notes was outstanding.

  

The 2023 notes are listed on the Luxembourg Stock Exchange and trade on the Euro MTF Market.

 

We may issue additional 2023 notes from time to time pursuant to the indenture governing the 2023 notes.

 

2027 Notes

 

In April 2017, we issued senior notes for an aggregate principal amount of $265.0 million under an indenture dated April 4, 2017, which we refer to as the 2027 notes. The 2027 notes mature on April 4, 2027 and bear interest of 5.875% per year. Interest is paid semiannually on April 4 and October 4, commencing on October 4, 2017. The proceeds from the issuance of the 2027 notes were used to repay the 2016 Secured Loan Agreement and unwind the related derivative instruments, to pay the principal and premium on the 2023 notes in connection with the 2017 Tender Offer and for general corporate purposes.

 

The 2027 notes are redeemable at our option under certain circumstances as set forth in the indenture at the applicable redemption prices set forth therein.

 

The 2027 notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our subsidiaries. The 2027 notes and guarantees (i) are senior unsecured obligations and rank equal in right of payment with all of our and the guarantors’ existing and future senior unsecured indebtedness; (ii) will be effectively junior to all of our and the guarantors’ existing and future secured indebtedness to the extent of the assets securing that indebtedness; and (iii) are structurally subordinated to all obligations of our subsidiaries that are not guarantors.

 

The indenture governing the 2027 notes limits our and our subsidiaries’ ability to, among other things, (i) incur additional indebtedness; (ii) make certain restricted payments; (iii) create certain liens; (iv) enter into sale and lease-back transactions; and (v) consolidate, merge or transfer assets. These covenants are subject to important qualifications and exceptions. The indenture governing the 2027 notes also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, and interest on all of the then-outstanding 2027 notes to be due and payable immediately.

 

C.Research and Development, Patents and Licenses, etc.

 

We have not had significant research and development activities for the past three years because we rely primarily on McDonald’s research and development. McDonald’s operates research and development facilities in the United States, Europe and Asia, and independent suppliers also conduct research activities that benefit McDonald’s and us. Nevertheless, we have developed certain menu items, such as Almuerzos Colombianos in Colombia or McPicanha in Brazil, to better tailor our product offerings to local tastes and to provide our customers with additional food options.

 

D.Trend Information

 

Our business and results of operations have recently experienced the following trends, which we expect will continue in the near term:

 

80 

·Social upward mobility in Latin America and the Caribbean: Historically, our sales have benefited, and we expect to continue to benefit, from our Territories’ population size, younger age profile and improving socio-economic conditions when compared to more developed markets. This has led to a modernization of consumption patterns and increased affordability of our products across socio-economic segments, leading to greater demand for our products. While consumer behavior will continue to be cyclical and dependent on macroeconomic activity, we expect to continue to benefit from this trend in the long term.

 

·Decline in free time: More single-parent and dual-earner households have increased the demand for the convenience offered by eating out and takeout food.

 

·Product offerings: Our beverages, core meals, desserts, breakfast, reduced calorie and sodium products, and value menu item offerings have been popular among customers and—combined with our revenue management—have helped us remain relevant with our customers.

 

·Increased competition in some markets: The popularity of the QSR concept in Latin America has attracted new competitors. Even though we have been able to protect our market share in many of these markets, we have seen a reduction in pricing flexibility and have increased the focus of our marketing efforts on value offerings.

 

·Macroeconomic deterioration and increasing uncertainty in Latin America and the Caribbean: Our business and results of operations have been impacted by increasingly negative macroeconomic and consumer trends in some of our main markets. The lower rate of economic growth and reduced rates of consumption are expected to continue in the short term.

 

·Inflationary environment: Over the last few years, we have been able through our revenue management strategy to partially mitigate cost increase tied to inflation. However, inflation has been, and will continue to be, an important factor affecting our results of operations, specifically impacting our labor costs, food and paper costs, occupancy and other operating expenses and general administrative expenses.

 

·Increased volatility of foreign exchange rates and impact of currency controls: Our results of operations have been impacted by increased volatility in foreign exchange rates in many of the Territories, particularly the significant devaluation of local currencies against the U.S. dollar. We expect that foreign exchange rates will continue to be an important factor affecting our foreign currency exchange results and the “Accumulated other comprehensive loss” component of shareholders’ equity and, consequently, our results of operations and financial condition.

 

E.Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

F.Tabular Disclosure of Contractual Obligations

 

The following table presents information relating to our contractual obligations as of December 31, 2018.

 

   Payment Due by Period
Contractual Obligations  Total  2019  2020  2021  2022  2023  Thereafter
   (in thousands of U.S. dollars)
Capital lease obligations(1)   $10,983   $1,396   $887   $815   $942   $441   $6,502 
Operating lease obligations   $975,865   $143,476   $128,253   $111,188   $93,447   $80,036   $419,465 
Contractual purchase obligations(2)   $124,268   $63,774   $19,416   $15,348   $11,793   $8,357   $5,580 
2023 and 2027 notes(1) (3)   $860,705   $38,629   $38,629   $38,629   $38,629   $386,698   $319,491 
Other long-term borrowings(1)   $21,368   $4,348   $4,082   $3,795   $3,520   $3,249   $2,374 
Derivative instruments   $-40,857   $10,687   $9,371   $7,731   $6,116   $-48,870   $-25,892 
Total   $1,952,332   $262,310   $200,638   $177,506   $154,447   $429,911   $727,520 
                                    

 

(1)Includes interest payments.

 

(2)Includes automatic annual renewals, which contains only enforceable and legally binding unconditional obligations corresponding to prevailing agreements without considering future undefined renewals when the agreement is cancellable by us. This type of purchase obligation represents $23.2 million of contractual obligations for 2019 only.

 

(3)Does not include the impact of the deferred financing costs and the net discount related to the issue of the 2023 notes.

 

81 

The table set forth above excludes projected payments on our restaurant opening and reinvestment plans pursuant to the MFAs in respect of which we do not yet have any contractual commitments.

 

G.Safe Harbor

 

See “Forward-Looking Statements.”

 

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

A.Directors and Senior Management

 

Board of Directors

 

Our Board of Directors currently consists of nine members, three of whom are independent directors. We have one additional seat on the Board of Directors which is currently vacant, as further described below. In case of a tie vote by the Board of Directors, the Executive Chairman will have the deciding vote. Our memorandum and articles of association authorize us to have eight members, and the number of authorized members may be increased or decreased by a resolution of shareholders or by a resolution of directors.

 

Pursuant to our articles of association, our Board of Directors is divided into three classes. There is no distinction in the voting or other powers and authorities of directors of different classes. The members of each class serve staggered, three-year terms. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of shareholders in the year in which their term expires. At our most recent annual general meeting of shareholders, held on April 22, 2019, our shareholders re-elected Mr. Hernández-Artigas and Mrs. Franqui to serve as Class II directors.

 

The classes are currently composed as follows:

 

·Mr. Woods Staton, Mr. Gutiérrez, Mr. Alonso and Mr. Francisco Staton are Class I directors, whose term will expire at the annual meeting of shareholders to be held in 2021;

 

·Mr. Hernández-Artigas and Mrs. Franqui are Class II directors, whose term will expire at the annual meeting of shareholders to be held in 2022; and

 

·Mr. Chu, Mr. Vélez and Mr. Fernández are Class III directors, whose term will expire at the annual meeting of shareholders to be held in 2020.

 

Any additional directorships resulting from an increase in the number of directors and any directors elected to fill vacancies on the board will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of our directors. This classification of our Board of Directors may have the effect of delaying or preventing changes in control of our company. Any director may be removed, with or without cause, by a resolution of shareholders or a resolution of directors. Our directors do not have a retirement age requirement under our memorandum and articles of association.

 

The following table presents the names of the members of our Board of Directors:

 

Name

Position

Age

Woods Staton Executive Chairman 69
Sergio Alonso CEO 55
Annette Franqui Director 57
Carlos Hernández-Artigas Director 54
Michael Chu Director 70
José Alberto Vélez Director 69
José Fernández Director 56
Ricardo Gutiérrez Muñoz Director 75
Francisco Staton Director 38

82 

The following is a brief summary of the business experience of our directors. Unless otherwise indicated, the current business addresses for our directors is Dr. Luis Bonavita 1294, Office 501, WTC Free Zone, Montevideo, Uruguay (CP 11300) and Roque Saenz Peña 432, Olivos, Buenos Aires, Argentina (B1636 FFB).

 

Woods Staton. Mr. Staton is our Executive Chairman. He was our Chairman and Chief Executive Officer from 2007 through October 2015. Mr. Staton holds an MBA from the International Institute for Management Development (IMD) in Switzerland and a Bachelor’s degree in economics from Emory University in Atlanta. As McDonald’s joint venture partner, Mr. Staton opened the first McDonald’s restaurant in Argentina in 1986 and later served as President of McDonald’s South Latin American Division. He founded Arcos Dorados in 2007 when he led a consortium of investors in the purchase of McDonald’s operations in Latin America. Mr. Staton is co-founder of Endeavor Argentina, an organization for promoting entrepreneurship. He is a member of the Latin America Advisory Board of Harvard Business School and is also a Board Member of the IMD Foundation in Lausanne, Switzerland. In addition, he serves as Chair of the Advisory Board of the Latin American Program at the Woodrow Wilson International Center for Scholars, and is also on the Chairman’s International Advisory Council of the Americas Society/Council of the Americas.

 

Sergio Alonso. Mr. Alonso is our Chief Executive Officer since 2015 and was, prior to his appointment as such, our Chief Operating Officer. Prior to that, he was McDonald’s Divisional President in Brazil. He graduated with a degree in Accounting from Universidad de Buenos Aires in 1986. He began his career at McDonald’s as Accounting Manager and subsequently moved to the operations area, eventually being promoted to Vice President of Operations in six years. From 1999 until 2003, Mr. Alonso was involved in the development of the Aroma Café brand in Argentina. In addition, in July 2017, Mr. Alonso was appointed as a member of the board of directors of Loma Negra Compañía Industrial Argentina S.A., a leading cement producer in Argentina.

 

Annette Franqui. Mrs. Franqui has been a member of our board of directors since 2007 and is a member of the Compensation and Nomination Committee. She graduated with a Bachelor of Science degree in Economics from the Wharton School of the University of Pennsylvania in 1984 and an MBA from the Stanford Graduate School of Business in 1986. She is also a Chartered Financial Analyst. Mrs. Franqui began her career in 1986 with J.P. Morgan and joined Goldman Sachs in 1989. In 1994, she returned to J.P. Morgan where she became a Managing Director and the Head of the Latin America Research Department. Mrs. Franqui joined Panamco in 2001 as Vice President of Corporate Finance and became the Chief Financial Officer in 2002. She is one of the founding partners of Forrestal Capital and is a board member of many of its portfolio companies as well as of LatAm, LLC, and, on a volunteer basis, AARP.

 

Carlos Hernández-Artigas. Mr. Hernández-Artigas has been a member of our board of directors since 2007 and is a member of the Compensation and Nomination Committee. He graduated from the Escuela de Derecho at Universidad Panamericana, in 1987 and University of Texas at Austin, School of Law in 1988. He received an MBA from IPADE in Mexico City in 1996. Mr. Hernández-Artigas worked as a lawyer for several years in Mexico and as a foreign attorney in Dallas, Texas and New York. He served as the General Counsel, Chief Legal Officer and Secretary of Panamco for ten years. He is an advisor at Big Sur Partners in Miami, Florida and is currently a board member of MAC Hospitales in Mexico and a technology company in Anaheim, California.

 

Michael Chu. Mr. Chu has been an independent member of our board of directors since April 2011 and is a member of our Audit Committee. He graduated with honors from Dartmouth College in 1968 and received an MBA with highest distinction from the Harvard Business School in 1976. From 1989 to 1993, Mr. Chu served as an executive and limited partner in the New York office of the private equity fund Kohlberg Kravis Roberts & Co. From 1993 to 2000, Mr. Chu was with ACCION International, a nonprofit corporation dedicated to microfinance, where he served as President and CEO and participated in the founding and governance of various banks in Latin America. Mr. Chu currently holds an appointment as Senior Lecturer at the Harvard Business School, where he is the Faculty Chair for Latin America, and is Managing Director and cofounder of the IGNIA Fund, an investment firm dedicated to investing in commercial enterprises serving the emerging middle class and low-income populations in Mexico. He was a founding partner of, and continues to serve as Senior Advisor to, Pegasus Group, a private equity firm in Buenos Aires. He also serves on the board of Sealed Air Corporation (NYSE:SEE) and Takeoff Technologies, Inc, a private company in Boston, Massachusetts.

 

83 

José Alberto Vélez. Mr. Vélez has been an independent member of our board of directors since June 2011 and is a member of our Audit Committee. Mr. Vélez received a Master of Science degree in Engineering from the University of California, Los Angeles, and a degree in Administrative Engineering from Universidad Nacional de Colombia. Mr. Vélez previously served as the CEO of Suramericana de Seguros, the leading insurance company in Colombia, and as the CEO of Inversura, a holding company that integrates the leading insurance and social security companies in Colombia. He was the Chief Executive Officer of Cementos Argos S.A. between 2003 and 2012. From 2012 until March 2016, he was the President of Grupo Argos, a holding group with investments in cement, energy and infrastructure concessions (roads and airports). He is currently a member of the Boards of Directors of Grupo Crystal and Grupo Daabon in Colombia. He also is Chairman of the Board of Trustees of the Universidad EAFIT. In addition, he is member of the Latin American Chapter of the Wilson Center in Washington D.C.

 

José Fernández. Mr. Fernandez has been a member of our board of directors since October 1, 2013 and is a member of the Compensation and Nomination Committee. Mr. Fernández was the Divisional President of operations for SLAD until 2013. Mr. Fernández is a Mechanical Engineer from Instituto Tecnológico Buenos Aires and began his career at McDonald’s in 1986. He held the positions of Development Director, Development Vice President and Managing Director of McDonald’s Argentina before becoming the Divisional President of operations of SLAD.

 

Ricardo Gutiérrez Muñoz. Mr. Gutiérrez Muñoz is an independent member of our board of directors since July 1, 2016 and is a member of our Audit Committee. He graduated with a Bachelor’s Degree in Accounting from the Instituto Politécnico Nacional (Mexico City) and a Master’s Degree in Financing from the Universidad Lasalle (Mexico City). He also pursued postgraduate studies in Mexico and in the USA. Mr. Gutiérrez Muñoz was CEO of Mexichem from 1994 to 2010. Before joining Mexichem, he was Vice-President of Empresas Lanzagorta, CEO and board member of Industrias Synkro and CFO of the Indetel/Alcatel Company. Currently he is the CEO of the CP Latina Company, a drilling Pemex contractor. In addition, he is also board member of Grupo Kaluz, Cinépolis (Organización Ramírez), Empresas ICA, Genommalab e Industria Mexicana del Aluminio (IMASA).

 

Francisco Staton. Mr. Francisco Staton has been a member of our board of directors since April 2018. Mr. Francisco Staton is Arcos Dorados’ Managing Director for Colombia, Aruba, Curaçao and Trinidad & Tobago. He joined the Arcos Dorados executive team in 2013 as Senior Manager of Business Development for our NOLAD Division. Prior to serving as Senior Manager of Business Development for our NOLAD Division, he held different operating roles within the organization and also worked as a consultant at the Boston Consulting Group office in Buenos Aires. He completed his undergraduate studies at Princeton University in 2003, and subsequently earned an MBA from Columbia Business School in 2010. He has served on the board of Princeton in Latin America since 2015. Mr. Francisco Staton is the son of our Executive Chairman, Woods Staton.

 

Executive Officers

 

Our executive officers are responsible for the management and representation of our company. We have a strong centralized management team led by Mr. Alonso, our CEO, with broad experience in development, revenue, supply chain management, operations, finance, marketing, legal affairs, human resources, communications and training. Most of our executive officers have worked in the food service industry for several years. Many of the members of the management team have a long history with McDonald’s operations in Latin America and the Caribbean and with Mr. Alonso, and have worked together as a team for many years. Our executive officers were appointed by our Board of Directors for an indefinite term.

 

The following table lists our current executive officers:

 

Name

Position

Initial Year of Appointment

At Arcos Dorados Since

Sergio Alonso Chief Executive Officer 2015 1987
Marcelo Rabach Chief Operating Officer 2015 1990
Mariano Tannenbaum Chief Financial Officer 2017 2008
Juan David Bastidas Chief Legal Counsel 2010 2010
Paulo Camargo Divisional President—Brazil 2015 2011
Alejandro Yapur Divisional President—SLAD 2013 1986
Rogério Barreira Divisional President—NOLAD 2015 1984
Luis Raganato Divisional President—Caribbean 2014 1991
Sebastian Magnasco Vice President of Development 2007 1994
Santiago Blanco Chief Marketing and Digital Officer 2019 2019
Diego Benenzon Vice President of Human Resources 2014 2009
José Valledor Rojo Vice President of Supply Chain 2015 1990
Marlene Fernandez del Granado Vice President of Government Relations 2011 2009
David Grinberg

Vice President of Corporate

Communications and Investor Relations 

2018 2010

84 

The following is a brief summary of the business experience of our executive officers who are not also directors. Unless otherwise indicated, the current business addresses for our executive officers is Roque Saenz Peña 432, Olivos, Buenos Aires, Argentina (B1636 FFB) and Dr. Luis Bonavita 1294, Office 501, WTC Free Zone, Montevideo, Uruguay.

 

Marcelo Rabach. Mr. Rabach, 49, is our Chief Operating Officer, and prior to his appointment as such in August 2015, Divisional President for NOLAD since 2013, Vice President of Operations Development since 2012 and Divisional President in Brazil since 2008. He graduated with a degree in Business Administration from Universidad Argentina de la Empresa in 2002. He began his career at McDonald’s Argentina in 1990 and has over 17 years of line operations experience, starting as a crew employee and steadily advancing into larger operational roles. From 1999 until his appointment as McDonald’s Chief Operating Officer in Venezuela in 2005, Mr. Rabach was responsible for the operations, real estate, construction, human resources, local store marketing, and training and franchising of a region within Argentina, holding the positions of Operations Manager and Operations Director. He was the Chief Operating Officer in Venezuela from 2005 until 2008.

 

Mariano Tannenbaum. Mr. Tannenbaum, 45, is our Chief Financial Officer. He joined Arcos Dorados in 2008 and has held several positions at the corporate level, with his last position being Senior Director of Corporate Finance. Previously, Mr. Tannenbaum had a long international career in Europe and the United States. He worked for the IFG Group in Switzerland, for Tyco International in Switzerland and Princeton, New Jersey and for Sabre Holdings in London. He began his career working for an economic consulting firm in Argentina as well as for the Argentine government, as part of the Ministry of Treasury and Public Finances. Mr. Tannenbaum has an economics degree from the Universidad de Buenos Aires, a Master’s in finance from the Universidad Torcuato Di Tella and an MBA with a concentration in finance from the London Business School.

 

Juan David Bastidas. Mr. Bastidas, 51, is our Chief Legal Counsel. He attended Universidad Pontificia Bolivariana in Colombia, where he received a Law Degree in 1989. He graduated in 1990 as a Business Law Specialist from the same university. He also pursued postgraduate studies in Business Administration at New York University, which he completed in 1994, International Business at Eafit University, which he completed in 2000 and Senior Management at Los Andes University, which he completed in 2009 in Colombia. He also attended the Executive Directors Training Program from IAE Business School in Argentina (2017). Mr. Bastidas worked from 1994 to 1995 as an international operations lawyer for Banco Industrial Colombiano (Bancolombia). He served as Chief Legal Counsel and Secretary of the board of directors of Interconexión Electrica S.A. E.S.P.–ISA from 1995 to 2010 before joining us in July 2010.

 

Paulo Camargo. Mr. Camargo, 50, was appointed Divisional President for Brazil in October 2015. Prior to Mr. Camargo’s promotion, he served as Vice President of Operations for the Brazil Division for four years. Mr. Camargo has over 20 years of experience in the consumer, retail and services industry. He has worked for companies such as PepsiCo, FASA Corporation and Iron Mountain across a variety of geographies. Before joining Arcos Dorados in 2011, he was President of the Spain Division at Iron Mountain. Mr. Camargo holds a postgraduate degree in Business Administration from Mackenzie University in São Paulo, and also holds an MBA from Universidad Europea de Madrid.

 

Alejandro Yapur. Mr. Yapur, 50, was appointed Divisional President of SLAD in July 2013. He began his career in 1986 as a crew member at the first McDonald’s restaurant in Argentina and had the opportunity to serve as Manager in the Marketing, Operations and Corporate Communications areas of Arcos Dorados in Argentina. In 2005 he was promoted to Managing Director of Uruguay and in 2007 became responsible for the Company’s Chilean operations. In 2011, Mr. Yapur became Regional Managing Director for the Southern Cone Region (Argentina, Chile and Uruguay) until 2013 when he was promoted to his current position. He holds a Master’s degree in Communications from Universidad Austral in Buenos Aires, Argentina. He has also received executive

 

85 

training from IAE Business School in Argentina, IPADE Business School in Mexico and IESE Business School in Spain.

 

Rogério Barreira. Mr. Barreira, 50, was appointed Divisional President for NOLAD in October 2015. Prior to Mr. Barreira’s promotion, he served as Vice President of Operations for the Brazil Division for four years. Mr. Barreira has over 32 years of experience in Arcos Dorados, acting in different key positions role in Brazil. Mr. Barreira has a Master in Business Administration from Foundation Getulio Vargas in Brazil and, and also holds a degree in Marketing and Business Planning from Anhembi-Morumbi University in Brazil.

 

Luis Raganato. Mr. Raganato, 49, is our Divisional President for the Caribbean. Prior to his appointment as such, he was the General Director of Arcos Dorados in Peru. Mr. Raganato began his career at Arcos Dorados in 1991 as a Trainee in the Nuevocentro Shopping location in the province of Córdoba, Argentina and has held various positions in Operations Management over the years. Mr. Raganato holds a Bachelor’s degree in Business Administration from Instituto Aeronáutico de Argentina and a Master’s degree in Marketing and Business Development from Escuela Superior de Estudios de Marketing de Madrid.