BRINKER INTERNATIONAL, INC (EAT)
SIC breadcrumb: Retail Trade > Eating And Drinking Places > SIC 5812 Retail-Eating Places
SEC company page: https://www.sec.gov/edgar/browse/?CIK=703351. Latest filing source: 0000703351-25-000035.
Informational only - descriptive public-record data, not investment advice.
Business
Read EAT's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read EAT's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Peer comparisons including EAT
- Restaurants and food-service operators: peer review · market-risk page
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 5,384,200,000 | USD | 2025 | 2025-08-15 |
| Net income | 383,100,000 | USD | 2025 | 2025-08-15 |
| Assets | 2,678,600,000 | USD | 2025 | 2025-08-15 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-08-15. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000703351.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 3,257,489,000 | 3,150,800,000 | 3,135,400,000 | 3,217,900,000 | 3,078,500,000 | 3,337,800,000 | 3,804,100,000 | 4,133,200,000 | 4,415,100,000 | 5,384,200,000 |
| Net income | 200,620,000 | 150,800,000 | 125,900,000 | 154,900,000 | 24,400,000 | 131,600,000 | 117,600,000 | 102,600,000 | 155,300,000 | 383,100,000 |
| Operating income | 317,476,000 | 256,200,000 | 226,100,000 | 230,700,000 | 62,600,000 | 199,300,000 | 159,500,000 | 144,400,000 | 229,600,000 | 512,000,000 |
| Diluted EPS | 3.42 | 2.94 | 2.72 | 3.96 | 0.63 | 2.83 | 2.58 | 2.28 | 3.40 | 8.32 |
| Operating cash flow | 400,160,000 | 315,100,000 | 284,500,000 | 212,700,000 | 245,000,000 | 369,700,000 | 252,200,000 | 256,300,000 | 421,900,000 | 679,000,000 |
| Capital expenditures | 112,788,000 | 102,600,000 | 101,300,000 | 167,600,000 | 104,500,000 | 94,000,000 | 150,300,000 | 184,900,000 | 198,900,000 | 265,300,000 |
| Dividends paid | 74,066,000 | 70,800,000 | 70,000,000 | 60,300,000 | 57,400,000 | 1,500,000 | 1,100,000 | 600,000 | 200,000 | 0.00 |
| Share buybacks | 284,905,000 | 370,900,000 | 303,200,000 | 167,700,000 | 32,400,000 | 4,200,000 | 100,900,000 | 5,000,000 | 25,800,000 | 90,200,000 |
| Assets | 1,458,450,000 | 1,403,633,000 | 1,347,300,000 | 1,258,300,000 | 2,356,000,000 | 2,274,900,000 | 2,484,400,000 | 2,487,000,000 | 2,593,100,000 | 2,678,600,000 |
| Stockholders' equity | -225,500,000 | -493,600,000 | -718,300,000 | -778,200,000 | -479,100,000 | -303,300,000 | -268,100,000 | -144,300,000 | 39,400,000 | 370,900,000 |
| Cash and cash equivalents | 31,400,000 | 9,000,000 | 10,900,000 | 13,400,000 | 43,900,000 | 23,900,000 | 13,500,000 | 15,100,000 | 64,600,000 | 18,900,000 |
| Free cash flow | 287,372,000 | 212,500,000 | 183,200,000 | 45,100,000 | 140,500,000 | 275,700,000 | 101,900,000 | 71,400,000 | 223,000,000 | 413,700,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 6.16% | 4.79% | 4.02% | 4.81% | 0.79% | 3.94% | 3.09% | 2.48% | 3.52% | 7.12% |
| Operating margin | 9.75% | 8.13% | 7.21% | 7.17% | 2.03% | 5.97% | 4.19% | 3.49% | 5.20% | 9.51% |
| Return on equity | 394.16% | 103.29% | ||||||||
| Return on assets | 13.76% | 10.74% | 9.34% | 12.31% | 1.04% | 5.78% | 4.73% | 4.13% | 5.99% | 14.30% |
| Current ratio | 0.41 | 0.33 | 0.36 | 0.42 | 0.45 | 0.36 | 0.36 | 0.34 | 0.38 | 0.31 |
Industry Peer Context
Net margin peer context
Operating margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0000703351-25-000035; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000703351-25-000035; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0000703351-25-000035; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-06-25; accession 0000703351-25-000035; filed 2025-08-15. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-06-25; accession 0000703351-25-000035; filed 2025-08-15. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-06-25; accession 0000703351-25-000035; filed 2025-08-15. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-06-25; accession 0000703351-25-000035; filed 2025-08-15. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-06-25; accession 0000703351-25-000035; filed 2025-08-15. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-06-25; accession 0000703351-25-000035; filed 2025-08-15. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-06-25; accession 0000703351-25-000035; filed 2025-08-15. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-06-25; accession 0000703351-25-000035; filed 2025-08-15. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-06-25; accession 0000703351-25-000035; filed 2025-08-15. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-06-25; accession 0000703351-25-000035; filed 2025-08-15. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-06-25; accession 0000703351-25-000035; filed 2025-08-15. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-06-25; accession 0000703351-25-000035; filed 2025-08-15. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000703351.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2023-Q1 | 2022-09-28 | -0.69 | reported discrete quarter | ||
| 2023-Q2 | 2022-12-28 | 0.62 | reported discrete quarter | ||
| 2023-Q3 | 2023-03-29 | 1.12 | reported discrete quarter | ||
| 2023-Q4 | 2023-06-28 | 1,075,500,000 | 54,200,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2023-09-27 | 1,012,500,000 | 7,200,000 | 0.16 | reported discrete quarter |
| 2024-Q2 | 2023-09-27 | 7,200,000 | reported discrete quarter | ||
| 2024-Q2 | 2023-12-27 | 1,074,100,000 | 0.94 | reported discrete quarter | |
| 2024-Q3 | 2023-12-27 | 42,100,000 | reported discrete quarter | ||
| 2024-Q3 | 2024-03-27 | 1,120,300,000 | 1.08 | reported discrete quarter | |
| 2024-Q4 | 2024-06-26 | 1,208,200,000 | 57,300,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2024-09-25 | 1,139,000,000 | 38,500,000 | 0.84 | reported discrete quarter |
| 2025-Q2 | 2024-09-25 | 38,500,000 | reported discrete quarter | ||
| 2025-Q2 | 2024-12-25 | 1,358,200,000 | 2.61 | reported discrete quarter | |
| 2025-Q3 | 2024-12-25 | 118,500,000 | reported discrete quarter | ||
| 2025-Q3 | 2025-03-26 | 1,425,100,000 | 2.56 | reported discrete quarter | |
| 2025-Q4 | 2025-06-25 | 1,461,900,000 | 107,000,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2025-09-24 | 1,349,200,000 | 99,500,000 | 2.17 | reported discrete quarter |
| 2026-Q2 | 2025-09-24 | 99,500,000 | reported discrete quarter | ||
| 2026-Q2 | 2025-12-24 | 1,452,200,000 | 2.86 | reported discrete quarter | |
| 2026-Q3 | 2025-12-24 | 128,500,000 | reported discrete quarter | ||
| 2026-Q3 | 2026-03-25 | 1,470,200,000 | 2.87 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-25; accession 0000703351-26-000015; filed 2026-04-29. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2025-12-24; accession 0000703351-26-000015; filed 2026-04-29. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-25; accession 0000703351-26-000015; filed 2026-04-29. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0000703351-26-000015.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand our Company, our operations and our current operating environment. For an understanding of the significant factors that influenced our performance during the thirteen and thirty-nine week periods ended March 25, 2026 and March 26, 2025. The MD&A should be read in conjunction with the Consolidated Financial Statements (Unaudited) and related Notes to Consolidated Financial Statements (Unaudited) included in this quarterly report. All amounts within the MD&A are presented in millions unless otherwise specified.
Overview
We own, develop, operate and franchise the Chili’s® Grill & Bar (“Chili’s”) and Maggiano’s Little Italy® (“Maggiano’s”) restaurant brands. As of March 25, 2026, we owned, operated or franchised 1,632 restaurants, consisting of 1,162 Company-owned restaurants and 470 franchised restaurants, located in the United States, 28 other countries and two United States territories. Our operating segments are Chili’s and Maggiano’s.
Operating Environment
Geopolitical and other macroeconomic events have led, and in the future may lead to, wage inflation, staffing challenges, product cost inflation (inclusive of tariffs) and/or disruptions in the supply chain that impact our restaurants’ ability to obtain the products needed to support their operation. Such events could also negatively affect consumer spending potentially reducing guest traffic and/or reducing the average amount guests spend in our restaurants.
Operations Strategy
We are committed to strategies and a Company culture that we believe will grow sales, increase profits, bring back guests and engage team members. Our strategies and culture are intended to strengthen our position in casual dining and grow our core business over time. Our primary brand strategy is to make our guests feel special through great food and quality service so that they return to our restaurants.
Chili’s - Our strategy is to make everyone feel special through a fun atmosphere, delicious food and drinks and Chilihead hospitality. We are making work at Chili’s easier, more fun and more rewarding for our team members so that they are more engaged and provide a better experience for our guests. One way we have done this is by eliminating tasks that were unnecessary and did not add value to our guests. We have also simplified our menu to focus on core equities we believe can help grow sales—burgers, fajitas, Chicken Crispers®, margaritas, and the Triple Dipper®. Our team members can make our core menu items better and more consistently because we have fewer menu items that need to be perfected.
We have a flexible platform of value offerings at both lunch and dinner that we believe is compelling to our guests. Our “3 for Me”® platform allows guests to enjoy a non-alcoholic drink, an appetizer and certain entrées starting at just $10.99. We believe our value offerings will continue to be an important traffic driver in the current economic circumstances and we will continue to highlight this value in our marketing efforts. We have increased menu pricing in other areas in light of the inflationary challenges and we have also improved menu offerings and merchandising to incentivize our guests to purchase higher priced items.
In addition, Chili’s has focused on a seamless digital experience as our guests’ preferences and expectations around dining convenience have evolved in recent years. Investments in our technology and off-premise options have enabled us to provide a faster, more convenient dine-in experience and to offer more To-Go and delivery options for our guests. Our To-Go menu is available through the Chili’s mobile app, chilis.com, our delivery partners DoorDash, Uber Eats and Grubhub, Google Food Ordering or by calling the restaurant directly.
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Table of Contents
In dining rooms, we use tabletop devices with functionality for guests to pay at the table, provide guest feedback and interact with our My Chili’s rewards program. Our My Chili’s rewards program offers free chips and salsa or a non-alcoholic beverage to members any time they visit our restaurants and allows us to communicate and advertise to our guests through email and text. Our servers use handheld tablets to place orders for our guests, increasing the efficiency of our team members and allowing orders to reach our kitchen quicker for better service to our guests.
Maggiano’s - At Maggiano’s, the focus is executing to improve performance and operations through the Company’s Back to Maggiano’s strategy. The strategy includes in-flight initiatives across food, service and atmosphere with the aim of revitalizing the brand’s core, serving Italian American favorites with warm and attentive service. While our dining rooms support the majority of our business, we also offer carry-out and delivery options through partnerships with delivery service providers that have made our restaurants more accessible to guests. Our restaurants also have banquet rooms to host large special events, particularly during the holiday season in the second and third quarters of the fiscal year.
Franchise Partnerships - During the thirty-nine week period ended March 25, 2026, there were 20 new franchise restaurant openings and two new development agreements. We plan to strategically pursue expansion of Chili’s internationally through development agreements with new and existing franchise partners.
Company Development - The following table details the number of restaurant openings during the thirteen and thirty-nine week periods ended March 25, 2026 and March 26, 2025, respectively, total full year projected openings in fiscal 2026 and the total restaurants open at each period end:
| Openings During the | Openings During the | Full Year Projected Openings | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Thirteen Week Periods Ended | Thirty-Nine Week Periods Ended | Total Open Restaurants at | |||||||||||||||||
| March 25, 2026 | March 26, 2025 | March 25, 2026 | March 26, 2025 | Fiscal 2026 | March 25, 2026 | March 26, 2025 | |||||||||||||
| Company-owned restaurants | |||||||||||||||||||
| Chili’s domestic | 2 | 1 | 5 | 2 | 6 | 1,110 | 1,109 | ||||||||||||
| Chili’s international | — | — | — | — | — | 4 | 4 | ||||||||||||
| Maggiano’s domestic | — | — | — | — | — | 48 | 50 | ||||||||||||
| Total Company-owned | 2 | 1 | 5 | 2 | 6 | 1,162 | 1,163 | ||||||||||||
| Franchise restaurants | |||||||||||||||||||
| Chili’s domestic | 3 | — | 3 | 2 | 3 | 100 | 99 | ||||||||||||
| Chili’s international | 7 | 6 | 17 | 24 | 24-27 | 367 | 361 | ||||||||||||
| Maggiano’s domestic | — | — | — | 1 | — | 3 | 3 | ||||||||||||
| Total franchise | 10 | 6 | 20 | 27 | 27-30 | 470 | 463 | ||||||||||||
| Total restaurants | |||||||||||||||||||
| Chili’s domestic | 5 | 1 | 8 | 4 | 9 | 1,210 | 1,208 | ||||||||||||
| Chili’s international | 7 | 6 | 17 | 24 | 24-27 | 371 | 365 | ||||||||||||
| Maggiano’s domestic | — | — | — | 1 | — | 51 | 53 | ||||||||||||
| Total | 12 | 7 | 25 | 29 | 33-36 | 1,632 | 1,626 |
Additionally, the Company is relocating one Maggiano’s restaurant with an expected opening in the current year.
During the thirty-nine week period ended March 25, 2026, we purchased the land and buildings for two restaurants that were previously leased. As of March 25, 2026, we own property for 56 of the 1,162 Company-owned restaurants and one closed restaurant. The net book values associated with these restaurants included land of $46.0 million and buildings of $24.5 million.
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Revenues
Thirteen and Thirty-Nine Week Periods Ended March 25, 2026 compared to March 26, 2025
Revenues are presented in two separate captions in the Consolidated Statements of Comprehensive Income (Unaudited) to provide more clarity around Company-owned restaurant revenues and operating expenses trends:
•Company sales include revenues generated by the operation of Company-owned restaurants including food and beverage sales, net of discounts, delivery service fee income, gift card breakage, digital entertainment revenues, merchandise income, Maggiano’s banquet service charge income, and are net of gift card discount costs from third-party gift card sales.
•Franchise revenues include royalties, franchise advertising fees, franchise and development fees, and other service fees.
The following is a summary of the change in Total revenues:
| Total Revenues | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Chili’s | Maggiano’s | Total Revenues | ||||||||
| Thirteen Week Period Ended March 26, 2025 | $ | 1,304.1 | $ | 121.0 | $ | 1,425.1 | ||||
| Change from: | ||||||||||
| Comparable restaurant sales | 50.7 | (5.2) | 45.5 | |||||||
| Restaurant openings | 9.3 | — | 9.3 | |||||||
| Delivery service fee income | 0.2 | — | 0.2 | |||||||
| Merchandise income | 0.1 | — | 0.1 | |||||||
| Digital entertainment revenues | (0.1) | — | (0.1) | |||||||
| Gift card breakage | (0.9) | (0.1) | (1.0) | |||||||
| Maggiano's banquet income(1) | — | (3.2) | (3.2) | |||||||
| Restaurant closures | (3.4) | (4.9) | (8.3) | |||||||
| Company sales | 55.9 | (13.4) | 42.5 | |||||||
| Franchise revenues(2) | 2.6 | — | 2.6 | |||||||
| Thirteen Week Period Ended March 25, 2026 | $ | 1,362.6 | $ | 107.6 | $ | 1,470.2 |
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Table of Contents
| Total Revenues | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Chili’s | Maggiano’s | Total Revenues | ||||||||
| Thirty-Nine Week Period Ended March 26, 2025 | $ | 3,543.3 | $ | 379.0 | $ | 3,922.3 | ||||
| Change from: | ||||||||||
| Comparable restaurant sales | 366.7 | (14.9) | 351.8 | |||||||
| Restaurant openings | 24.9 | — | 24.9 | |||||||
| Delivery service fee income | 0.6 | — | 0.6 | |||||||
| Digital entertainment revenues | 0.2 | — | 0.2 | |||||||
| Merchandise income | 0.1 | — | 0.1 | |||||||
| Gift card discounts | (0.3) | — | (0.3) | |||||||
| Gift card breakage | (1.6) | (0.2) | (1.8) | |||||||
| Maggiano's banquet income(1) | — | (8.9) | (8.9) | |||||||
| Restaurant closures | (10.2) | (13.1) | (23.3) | |||||||
| Company sales | 380.4 | (37.1) | 343.3 | |||||||
| Franchise revenues(2) | 5.9 | 0.1 | 6.0 | |||||||
| Thirty-Nine Week Period Ended March 25, 2026 | $ | 3,929.6 | $ | 342.0 | $ | 4,271.6 |
(1)Maggiano's banquet income decreased primarily due to management’s decision to substantially eliminate banquet service charges at the end of the first quarter of fiscal 2026.
(2)Franchise revenues increased in the thirteen and thirty-nine week periods ended March 25, 2026 compared to March 26, 2025 primarily because of higher royalties. The table below presents sales from our franchisees:
| Thirteen Week Periods Ended | Thirty-Nine Week Periods Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 25, 2026 | March 26, 2025 | March 25, 2026 | March 26, 2025 | |||||||||||
| Chili's franchisee sales | $ | 274.1 | $ | 237.4 | $ | 817.6 | $ | 700.1 | ||||||
| Maggiano's franchisee sales | 4.3 | 5.0 | 13.0 | 12.2 |
The table below presents the percentage change in comparable restaurant sales and restaurant capacity for the thirteen and thirty-nine week periods ended March 25, 2026 compared to March 26, 2025:
[[GREPCENT_TABLE]]
[["","Percentage Change in the Thirteen Week Pe
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand our Company, our operations and our current operating environment. For an understanding of the significant factors that influenced our performance, the MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes to Consolidated Financial Statements included in Part II, Item 8 - Financial Statements and Supplementary Data of this report. Our MD&A consists of the following sections:
•Overview - a brief description of our business and a discussion on the external trends impacting our business;
•Results of Operations - an analysis of the Consolidated Statements of Comprehensive Income included in the Consolidated Financial Statements;
•Liquidity and Capital Resources - an analysis of cash flows, including capital expenditures, aggregate contractual obligations, financing activity, and known trends that may impact liquidity, including off-balance sheet arrangements; and
•Critical Accounting Estimates - a discussion of accounting policies that require critical judgments and estimates, including recent accounting pronouncements.
The following MD&A includes a discussion comparing our results in fiscal 2025 to fiscal 2024. For a discussion comparing our results from fiscal 2024 to fiscal 2023, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 26, 2024, filed with the SEC on August 21, 2024.
The Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States, and include the accounts of Brinker International, Inc. and our wholly-owned subsidiaries. All
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intercompany accounts and transactions have been eliminated in consolidation. We have a 52 or 53 week fiscal year ending on the last Wednesday in June. We utilize a 13 week accounting period for quarterly reporting purposes, except in years containing 53 weeks when the fourth quarter contains 14 weeks. Fiscal 2025, Fiscal 2024, and Fiscal 2023 which ended on June 25, 2025, June 26, 2024, and June 28, 2023, respectively, each contained 52 weeks. All amounts within the MD&A are presented in millions unless otherwise specified.
OVERVIEW
The Company is principally engaged in the ownership, operation, development, and franchising of the Chili’s® Grill & Bar (“Chili’s”) and Maggiano’s Little Italy® (“Maggiano’s”) restaurant brands. Our two restaurant brands, Chili’s and Maggiano’s, are both operating segments and reporting units. Refer to Part I, Item 1 - Business of this document for additional information about our business and operational strategies.
Operating Environment
During the recent years, our operating results were impacted by geopolitical and other macroeconomic events, leading to higher than usual inflation on wages and food and beverage costs. Geopolitical and other macroeconomic events have led, and in the future may lead to, wage inflation, staffing challenges, product cost inflation and/or disruptions in the supply chain that impact our restaurants’ ability to obtain the products needed to support their operation. Such events could also negatively affect consumer spending potentially reducing guest traffic and/or reducing the average amount guests spend in our restaurants.
RESULTS OF OPERATIONS
The following table sets forth selected operating data:
| Fiscal Years Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 25, 2025 | June 26, 2024 | ||||||||||||
| Dollars | As a percentage(1) | Dollars | As a percentage(1) | ||||||||||
| Revenues | |||||||||||||
| Company sales | $ | 5,335.3 | 99.1 | % | $ | 4,371.1 | 99.0 | % | |||||
| Franchise revenues | 48.9 | 0.9 | % | 44.0 | 1.0 | % | |||||||
| Total revenues | 5,384.2 | 100.0 | % | 4,415.1 | 100.0 | % | |||||||
| Operating costs and expenses | |||||||||||||
| Food and beverage costs | 1,350.6 | 25.3 | % | 1,107.6 | 25.3 | % | |||||||
| Restaurant labor | 1,717.3 | 32.2 | % | 1,467.3 | 33.6 | % | |||||||
| Restaurant expenses | 1,333.9 | 25.0 | % | 1,212.9 | 27.8 | % | |||||||
| Depreciation and amortization | 206.6 | 3.8 | % | 170.8 | 3.9 | % | |||||||
| General and administrative | 222.0 | 4.1 | % | 183.7 | 4.2 | % | |||||||
| Other (gains) and charges | 41.8 | 0.8 | % | 43.2 | 1.0 | % | |||||||
| Total operating costs and expenses | 4,872.2 | 90.5 | % | 4,185.5 | 94.8 | % | |||||||
| Operating income | 512.0 | 9.5 | % | 229.6 | 5.2 | % | |||||||
| Interest expenses | 53.1 | 1.0 | % | 65.0 | 1.5 | % | |||||||
| Other income, net | (1.1) | — | % | (0.3) | — | % | |||||||
| Income before income taxes | 460.0 | 8.5 | % | 164.9 | 3.7 | % | |||||||
| Provision (benefit) for income taxes | 76.9 | 1.4 | % | 9.6 | 0.2 | % | |||||||
| Net income | $ | 383.1 | 7.1 | % | $ | 155.3 | 3.5 | % |
(1)Food and beverage costs, Restaurant labor and Restaurant expenses are calculated based on a percentage of Company sales. All others are calculated as a percentage of Total revenues.
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Revenues
Revenues are presented in two separate captions in the Consolidated Statements of Comprehensive Income to provide more clarity around Company-owned restaurant revenues and operating expenses trends:
•Company sales include revenues generated by the operation of Company-owned restaurants including food and beverage sales, net of discounts, Maggiano’s banquet service charge income, delivery, gift card breakage, digital entertainment revenues, merchandise income and are net of gift card discount costs from third-party gift card sales.
•Franchise revenues include royalties, franchise advertising fees, franchise and development fees, and other service fees.
The following is a summary of the change in Total revenues:
| Total Revenues | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Chili’s | Maggiano’s | Total Revenues | ||||||||
| Fiscal year ended June 26, 2024 | $ | 3,919.3 | $ | 495.8 | $ | 4,415.1 | ||||
| Change from: | ||||||||||
| Comparable restaurant sales(1) | 958.3 | 7.0 | 965.3 | |||||||
| Restaurant openings | 36.3 | — | 36.3 | |||||||
| Maggiano's banquet income | — | (0.3) | (0.3) | |||||||
| Gift card breakage | (1.0) | (0.1) | (1.1) | |||||||
| Merchandise income | 0.1 | — | 0.1 | |||||||
| Digital entertainment revenues | 2.1 | — | 2.1 | |||||||
| Delivery service fee income | 1.0 | 0.1 | 1.1 | |||||||
| Restaurant closures | (38.0) | (1.3) | (39.3) | |||||||
| Company sales | 958.8 | 5.4 | 964.2 | |||||||
| Franchise revenues(2) | 4.8 | 0.1 | 4.9 | |||||||
| Fiscal year ended June 25, 2025 | $ | 4,882.9 | $ | 501.3 | $ | 5,384.2 |
(1)Comparable restaurant sales increased due to higher traffic, favorable menu item mix, and menu price increases.
(2)Franchise revenues increased primarily due to higher royalties. Our Chili’s and Maggiano’s franchisees generated sales of approximately $967.4 million and $16.9 million respectively in fiscal 2025 compared to $856.2 million and $11.8 million respectively in fiscal 2024.
The table below presents the percentage change in comparable restaurant sales and restaurant capacity for fiscal 2025 compared to fiscal 2024:
| ComparableSales(1) | Price Impact | Mix-Shift Impact(2) | Traffic Impact | Restaurant Capacity(3) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company-owned | 22.7 | % | 4.8 | % | 4.4 | % | 13.5 | % | (1.1) | % | ||||
| Chili’s | 25.3 | % | 4.5 | % | 4.8 | % | 16.0 | % | (1.2) | % | ||||
| Maggiano’s | 1.5 | % | 7.8 | % | 1.2 | % | (7.5) | % | (0.3) | % | ||||
| Franchise(4) | 11.7 | % | ||||||||||||
| U.S. | 19.9 | % | ||||||||||||
| International | 6.8 | % | ||||||||||||
| Chili’s domestic(5) | 25.0 | % | ||||||||||||
| System-wide(6) | 21.0 | % |
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(1)Comparable Restaurant Sales include all restaurants that have been in operation for more than 18 full months. Restaurants temporarily closed 14 days or more are excluded from Comparable Restaurant Sales. Percentage amounts are calculated based on the comparable periods year-over-year.
(2)Mix-Shift is calculated as the year-over-year percentage change in Company sales resulting from the change in menu items ordered by guests.
(3)Restaurant Capacity is measured by sales weeks and is calculated based on comparable periods year-over-year. No adjustments have been made to capacity for temporary closures.
(4)Franchise sales generated by franchisees are not included in Total revenues in the Consolidated Statements of Comprehensive Income; however, we generate royalty revenues and advertising fees based on franchisee revenues, where applicable. We believe presenting Franchise Comparable Restaurant Sales provides investors relevant information regarding total brand performance.
(5)Chili’s domestic Comparable Restaurant Sales percentages are derived from sales generated by Company-owned and franchise-operated Chili’s restaurants in the United States.
(6)System-wide Comparable Restaurant Sales are derived from sales generated by Chili’s and Maggiano’s Company-owned and franchise-operated restaurants.
Costs and Expenses
The following is a summary of the changes in Costs and Expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 25, 2025 | June 26, 2024 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 1,350.6 | 25.3 | % | $ | 1,107.6 | 25.3 | % | $ | (243.0) | — | % | ||||||||
| Restaurant labor | 1,717.3 | 32.2 | % | 1,467.3 | 33.6 | % | (250.0) | 1.4 | % | |||||||||||
| Restaurant expenses | 1,333.9 | 25.0 | % | 1,212.9 | 27.8 | % | (121.0) | 2.8 | % | |||||||||||
| Depreciation and amortization | 206.6 | 170.8 | (35.8) | |||||||||||||||||
| General and administrative | 222.0 | 183.7 | (38.3) | |||||||||||||||||
| Other (gains) and charges | 41.8 | 43.2 | 1.4 | |||||||||||||||||
| Interest expenses | 53.1 | 65.0 | 11.9 | |||||||||||||||||
| Other income, net | (1.1) | (0.3) | 0.8 |
As a percentage of Company sales:
•Food and beverage costs were flat, due to 1.5% of favorable menu pricing, offset by 1.1% of unfavorable menu item mix and 0.4% of unfavorable commodity costs driven by poultry, meat, produce, and dairy.
•Restaurant labor was favorable 1.4%, due to 4.0% of sales leverage and 0.2% of lower other labor expenses, partially offset by 2.1% of higher hourly labor driven by increased staffing levels and wage rates, 0.4% of higher manager salaries, and 0.3% of higher manager bonus.
•Restaurant expenses were favorable 2.8%, due to 3.8% of sales leverage and 0.1% of lower other restaurant expenses, partially offset by 0.5% of higher repairs and maintenance, 0.4% of higher advertising, and 0.2% of higher rent.
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Depreciation and amortization increased $35.8 million as follows:
| Depreciation and Amortization | ||
|---|---|---|
| Fiscal year ended June 26, 2024 | $ | 170.8 |
| Change from: | ||
| Additions for existing and new restaurant assets | 28.0 | |
| Finance leases(1) | 11.8 | |
| Corporate assets | 2.2 | |
| Retirements and fully depreciated restaurant assets | (14.5) | |
| Other(2) | 8.3 | |
| Fiscal year ended June 25, 2025 | $ | 206.6 |
(1)Finance lease amortization increased primarily due to new tabletop and tablet devices in our restaurants.
(2)Other includes accelerated depreciation of certain equipment over the remaining expected useful life as a result of management’s decision to abandon and replace the equipment.
General and administrative expenses increased $38.3 million as follows:
| General and Administrative | ||
|---|---|---|
| Fiscal year ended June 26, 2024 | $ | 183.7 |
| Change from: | ||
| Corporate technology initiatives(1) | 8.6 | |
| Payroll expenses | 7.4 | |
| Performance-based compensation | 6.5 | |
| Stock-based compensation | 5.4 | |
| Defined contribution plan employer expenses and other benefits | 4.0 | |
| Professional fees | 3.3 | |
| Other | 3.1 | |
| Fiscal year ended June 25, 2025 | $ | 222.0 |
(1)Corporate technology initiatives increased primarily due to ERP system subscription costs and amortization of software implementation costs.
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Other (gains) and charges consisted of the following (for further details refer to Note 13 - Other Gains and Charges):
| Fiscal Years Ended | ||||||
|---|---|---|---|---|---|---|
| June 25, 2025 | June 26, 2024 | |||||
| Litigation & claims, net(1) | $ | 22.4 | $ | 6.6 | ||
| Enterprise system implementation costs | 14.1 | 14.0 | ||||
| Restaurant-level impairment charges | 4.6 | 12.3 | ||||
| Restaurant closure asset write-offs and charges | 4.1 | 10.1 | ||||
| Severance and other benefit charges | 2.4 | 0.5 | ||||
| Lease contingencies | 1.7 | 0.8 | ||||
| Gain on sale of assets, net | (0.5) | (2.7) | ||||
| Loss from natural disasters, net (of insurance recoveries) | (3.7) | (0.4) | ||||
| Lease modification gain, net | (5.1) | (0.3) | ||||
| Other | 1.8 | 2.3 | ||||
| $ | 41.8 | $ | 43.2 |
(1)Litigation & claims, net in the current year primarily relates to legal contingencies, inclusive of certain extraordinary one-time settlements related to employment and intellectual property claims, and alcohol service-related cases.
Interest expenses decreased $11.9 million primarily due to lower average outstanding debt balances, partially offset by higher interest on financed leased equipment.
Income Taxes
| Fiscal Years Ended | |||||
|---|---|---|---|---|---|
| June 25, 2025 | June 26, 2024 | ||||
| Effective income tax rate | 16.7 | % | 5.8 | % |
The change in the effective income tax rate from fiscal 2024 to fiscal 2025 is primarily due to higher Income before income taxes and the resulting deleverage of the FICA tip tax credit. Refer to Note 9 - Income Taxes for more information.
H.R. 1., also known as the One Big Beautiful Bill Act (“OBBBA”), was enacted on July 4, 2025. The legislation includes several provisions that may impact the timing and magnitude of certain tax deductions. Key provisions include the permanent extension of several business tax benefits originally introduced under the 2017 Tax Cuts and Jobs Act. We are currently evaluating the provisions of the OBBBA to assess their potential impact on our financial position, results of operations and cash flows.
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Segment Results
Chili’s Segment
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 25, 2025 | June 26, 2024 | Dollars | % | |||||||||||
| Company sales | $ | 4,834.8 | $ | 3,876.0 | $ | 958.8 | 24.7 | % | ||||||
| Franchise revenues | 48.1 | 43.3 | 4.8 | 11.1 | % | |||||||||
| Total revenues | $ | 4,882.9 | $ | 3,919.3 | $ | 963.6 | 24.6 | % |
Chili’s Total revenues increased 24.6% primarily due to favorable comparable restaurant sales driven by higher traffic, favorable menu item mix, and menu pricing. Refer to the “Revenues” section above for further details about Chili’s revenues changes.
The following is a summary of the changes in Chili’s operating costs and expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 25, 2025 | June 26, 2024 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 1,233.1 | 25.5 | % | $ | 990.7 | 25.5 | % | $ | (242.4) | — | % | ||||||||
| Restaurant labor | 1,561.4 | 32.3 | % | 1,309.0 | 33.8 | % | (252.4) | 1.5 | % | |||||||||||
| Restaurant expenses | 1,187.8 | 24.6 | % | 1,073.2 | 27.7 | % | (114.6) | 3.1 | % | |||||||||||
| Depreciation and amortization | 182.5 | 147.7 | (34.8) | |||||||||||||||||
| General and administrative | 50.4 | 42.8 | (7.6) | |||||||||||||||||
| Other (gains) and charges | 23.7 | 26.9 | 3.2 |
As a percentage of Company sales:
•Chili’s Food and beverage costs were flat, due to 1.5% of favorable menu pricing, offset by 1.1% of unfavorable menu item mix, and 0.4% of unfavorable commodity costs driven by higher poultry, meat, produce, and dairy.
•Chili’s Restaurant labor was favorable 1.5%, due to 4.5% of sales leverage, partially offset by 2.3% of higher hourly labor driven by increased staffing levels and wage rates and 0.4% of higher manager salaries and 0.3% of higher manager bonus.
•Chili’s Restaurant expenses were favorable 3.1%, due to 4.2% of sales leverage, partially offset by 0.5% of higher repairs and maintenance, 0.4% of higher advertising, and 0.2% of higher rent.
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Chili’s Depreciation and amortization increased $34.8 million as follows:
| Depreciation and Amortization | ||
|---|---|---|
| Fiscal year ended June 26, 2024 | $ | 147.7 |
| Change from: | ||
| Additions for new and existing restaurant assets | 25.1 | |
| Finance leases(1) | 11.9 | |
| Retirements and fully depreciated restaurant assets | (10.6) | |
| Other(2) | 8.4 | |
| Fiscal year ended June 25, 2025 | $ | 182.5 |
(1)Finance lease amortization increased primarily due to new tabletop and tablet devices in our restaurants.
(2)Other includes accelerated depreciation of certain equipment over the remaining expected useful life as a result of management’s decision to abandon and replace the equipment.
Chili’s General and administrative increased $7.6 million as follows:
| General and Administrative | ||
|---|---|---|
| Fiscal year ended June 26, 2024 | $ | 42.8 |
| Change from: | ||
| Performance-based compensation | 2.1 | |
| Defined contribution plan employer expenses and other benefits | 1.9 | |
| Payroll expenses | 1.4 | |
| Stock-based compensation | 1.4 | |
| Other | 0.8 | |
| Fiscal year ended June 25, 2025 | $ | 50.4 |
Chili’s Other (gains) and charges consisted of the following (for further details, refer to Note 13 - Other Gains and Charges):
| Fiscal Years Ended | ||||||
|---|---|---|---|---|---|---|
| June 25, 2025 | June 26, 2024 | |||||
| Litigation & claims, net | $ | 20.0 | $ | 6.2 | ||
| Restaurant-level impairment charges | 4.6 | 11.9 | ||||
| Restaurant closure asset write-offs and charges | 3.6 | 10.1 | ||||
| Loss from natural disasters, net (of insurance recoveries) | (3.5) | (0.4) | ||||
| Lease modification gain, net | (1.6) | (0.3) | ||||
| Gain on sale of assets, net | (0.5) | (2.6) | ||||
| Other | 1.1 | 2.0 | ||||
| $ | 23.7 | $ | 26.9 |
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Maggiano’s Segment
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 25, 2025 | June 26, 2024 | Dollars | % | |||||||||||
| Company sales | $ | 500.5 | $ | 495.1 | $ | 5.4 | 1.1 | % | ||||||
| Franchise revenues | 0.8 | 0.7 | 0.1 | 14.3 | % | |||||||||
| Total revenues | $ | 501.3 | $ | 495.8 | $ | 5.5 | 1.1 | % |
Maggiano’s Total revenues increased 1.1% primarily due to favorable comparable restaurant sales driven by increased menu pricing and favorable menu item mix, partially offset by lower traffic. Refer to the “Revenues” section above for further details about Maggiano’s revenues changes.
The following is a summary of the changes in Maggiano’s operating costs and expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 25, 2025 | June 26, 2024 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 117.5 | 23.5 | % | $ | 116.9 | 23.6 | % | $ | (0.6) | 0.1 | % | ||||||||
| Restaurant labor | 155.9 | 31.2 | % | 158.3 | 32.0 | % | 2.4 | 0.8 | % | |||||||||||
| Restaurant expenses | 145.3 | 29.0 | % | 139.2 | 28.1 | % | (6.1) | (0.9) | % | |||||||||||
| Depreciation and amortization | 14.6 | 13.1 | (1.5) | |||||||||||||||||
| General and administrative | 9.7 | 10.2 | 0.5 | |||||||||||||||||
| Other (gains) and charges | (1.8) | 0.6 | 2.4 |
As a percentage of Company sales:
•Maggiano’s Food and beverage costs were favorable 0.1%, due to 1.3% of favorable menu pricing partially offset by 0.8% of unfavorable commodity costs driven by dairy and poultry and 0.4% of unfavorable menu item mix.
•Maggiano’s Restaurant labor was favorable 0.8%, due to 0.5% of lower hourly labor, 0.4% of lower manager bonus, 0.2% of sales leverage, and 0.1% of lower other labor expenses, partially offset by 0.4% of higher manager salaries.
•Maggiano’s Restaurant expenses were unfavorable 0.9%, due to 0.5% of higher advertising, 0.3% of higher repairs and maintenance, 0.3% higher rent, and 0.1% of higher other restaurant expenses, partially offset by 0.3% of sales leverage.
CRITICAL ACCOUNTING ESTIMATES
Our significant accounting policies are disclosed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies in Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements. The following discussion addresses our most critical accounting estimates, which are those that are most important to the portrayal of our financial condition and results, and that require significant judgment.
Gift Card Revenues Recognition
Proceeds from the sale of gift cards are recorded as deferred revenues and recognized as revenues when the gift cards are redeemed by the holders. Breakage income represents the value associated with the portion of gift cards sold that will most likely never be redeemed and is estimated based on our historical gift card redemption patterns and actuarial estimates. Breakage revenues are recognized proportionate to the pattern of related gift card redemptions. We recognize breakage income in Company sales in the Consolidated Statements of Comprehensive Income.
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We update our breakage rate estimate periodically and, if necessary, adjust the deferred revenues balance accordingly. If actual redemption patterns vary from our estimate, actual gift card breakage income may differ from the amounts recorded. Changing our breakage-rate assumption used to record breakage attributable to gift cards sold in fiscal 2025 by 50 basis points would result in an impact to the Consolidated Statements of Comprehensive Income of approximately $0.6 million on the current year.
Valuation of Long-Lived Assets
We review the carrying amount of property, equipment and lease assets on an annual basis or more often if events or circumstances indicate that the carrying amount may not be recoverable. The impairment test is a two-step process. Step one includes comparing the operating cash flows of each restaurant (asset group) over its remaining service life to the carrying value of the asset group. If the cash flows exceed the carrying value, then the asset group is not impaired, and no further evaluation is required. If the carrying value of the asset group exceeds its cash flows, impairment may exist and performing step two is necessary to determine the impairment loss. If the carrying amount is not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value of the asset group. We determine fair value based on discounted projected future operating cash flows of each restaurant over its remaining service life using a risk adjusted discount rate. This process requires the use of estimates and assumptions, which are subject to a high degree of judgment.
Effect of New Accounting Standards
The impact of new accounting pronouncements can be found at Note 1 - Nature of Operations and Summary of Significant Accounting Policies in Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
Our principal sources of liquidity are net cash provided by operating activities and borrowings if any, under our $1.0 billion revolving credit facility as further discussed below. Our main requirements for liquidity are to support our working capital, capital expenditures for new and existing restaurants, obligations under our operating leases, and interest payments on our debt. Our operations have typically not required significant working capital. Substantially all of our sales are tendered in cash and cash equivalents, which are received before related trade payables for food and beverage products, supplies, labor and services become due.
Changes in our cash flows from operating, investing and financing activities during fiscal 2025 compared to fiscal 2024 are outlined below.
Cash Flows from Operating Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 25, 2025 | June 26, 2024 | |||||||||
| Net cash provided by operating activities | $ | 679.0 | $ | 421.9 | $ | 257.1 |
Net cash provided by operating activities increased due to an increase in operating income partially offset by an increase in payments of income taxes and the timing of other operational receipts and payments.
Cash Flows from Investing Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 25, 2025 | June 26, 2024 | |||||||||
| Net cash used in investing activities | $ | (263.4) | $ | (192.2) | $ | (71.2) |
Net cash used in investing activities increased primarily due to new equipment purchases and increased spend on Chili’s capital maintenance.
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Cash Flows from Financing Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 25, 2025 | June 26, 2024 | |||||||||
| Net cash used in financing activities | $ | (461.3) | $ | (180.2) | $ | (281.1) |
Net cash used in financing activities increased primarily due to the payoff of the $350.0 million 5.00% notes and an increase in share repurchases in fiscal 2025 compared to net repayment activity on the revolving credit facility of $161.3 million in fiscal 2024.
Debt
On May 1, 2025, we amended our $900.0 million revolving credit facility to increase the capacity to $1.0 billion. The Company incurred and capitalized $3.6 million of debt issuance costs associated with the revolving credit facility during fiscal 2025, which are included in Other assets in the Consolidated Balance Sheets.
The $1.0 billion revolving credit facility, as amended, matures on May 1, 2030 and bears interest at a rate of SOFR plus an applicable margin of 1.25% to 2.00% and an undrawn commitment fee of 0.20% to 0.30%, both based on a function of our debt-to-cash-flow ratio. As of June 25, 2025, our interest rate was 5.82% consisting of SOFR of 4.32% plus the applicable margin and spread adjustment of 1.50%. As of June 25, 2025, there were no amounts outstanding under the revolving credit facility.
Our $350.0 million 8.25% notes mature July 15, 2030, and require semi-annual interest payments in arrears, on each January 15 and July 15.
In October 2024, the $350.0 million of 5.00% senior notes matured and were repaid in full using borrowings under the revolving credit facility.
As of June 25, 2025, we were in compliance with our covenants pursuant to the $1.0 billion revolving credit facility and under the terms of the indentures governing our 8.25% notes. Refer to Note 7 - Debt within Part II, Item 8 - Financial Statements and Supplementary Data for further information about our notes and revolving credit facility.
Share Repurchase Program
Our Board of Directors approved a $300.0 million share repurchase program in August 2021. Our share repurchase program is used to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards. We evaluate potential share repurchases under our plan based on several factors, including our cash position, share price, operational liquidity, proceeds from divestitures, borrowings and planned investment and financing needs. As part of our share repurchase program, we repurchased 1.0 million shares of our common stock for $76.0 million in fiscal 2025 and 0.7 million shares of our common stock for $21.0 million in fiscal 2024. As of June 25, 2025, we had $107.0 million of authorized repurchases remaining under the share repurchase program.
Subsequent to fiscal 2025 year end, our Board of Directors authorized an additional $400.0 million under our share repurchase program, allowing for a total available authority of $507.0 million.
Dividend Program
There were no dividends declared in fiscal 2025 or fiscal 2024. The Company’s decision to pay dividends in the future is at the discretion of the Board of Directors and will be dependent on our operating performance, financial condition, capital expenditure requirements, limitations on cash distributions pursuant to the terms and conditions of our revolving credit facility and applicable law, and such other factors that the Board of Directors considers relevant.
Cash Flow Outlook
In light of an unpredictable macroeconomy, including commodity and labor inflation and supply chain disruptions, we continue to focus on cash flow generation and maintaining a solid and flexible financial position to execute our
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long-term strategy of investing in our business. We continue to assess the macro environment and will adjust our overall approach to capital allocation, including share repurchases, based on market conditions and trends.
Based on the current level of operations, we believe that our current cash and cash equivalents, coupled with cash generated from operations and availability under our existing revolving credit facility will be adequate to meet our capital expenditure and working capital needs for at least the next twelve months, including the repayment of current debt obligations.
Future Commitments and Contractual Obligations
Payments due under our contractual obligations for outstanding indebtedness, leases and purchase obligations as of June 25, 2025 are as follows:
| Payments Due by Period | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | Total | ||||||||||||||
| Long-term debt(1) | $ | — | $ | — | $ | — | $ | 350.0 | $ | 350.0 | ||||||||
| Interest(2) | 28.9 | 57.7 | 57.8 | 14.4 | 158.8 | |||||||||||||
| Finance leases(3) | 22.7 | 52.5 | 14.5 | 27.9 | 117.6 | |||||||||||||
| Operating leases(3) | 186.1 | 334.1 | 296.3 | 952.4 | 1,768.9 | |||||||||||||
| Purchase obligations(4) | 21.5 | 22.1 | 2.5 | — | 46.1 |
(1)Long-term debt consists of principal amounts owed on the 8.25% notes which mature on July 15, 2030. As of June 25, 2025, there was no outstanding balance on the $1.0 billion revolving credit facility.
(2)Interest consists of remaining interest payments on the 8.25% fixed rate notes.
(3)Finance leases and Operating leases total future lease payments represent the contractual obligations due under the lease agreements, including cancellable option periods where we are reasonably assured to exercise the options.
(4)Purchase obligations are defined as an agreement to purchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our purchase obligations primarily consist of long-term obligations for software and professional services contracts, as well as non-cancellable insurance premiums, and exclude agreements that are cancellable without significant penalty.
Off -Balance Sheet Arrangements
We have entered into certain pre-commencement leases as disclosed in Note 6 - Leases and have obligations for guarantees on certain lease agreements and letters of credit as disclosed in Note 8 - Commitments and Contingencies included within Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements of this Annual Report on Form 10-K.
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MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0000703351-24-000030.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand our Company, our operations and our current operating environment. For an understanding of the significant factors that influenced our performance, the MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes to Consolidated Financial Statements included in Part II, Item 8 - Financial Statements and Supplementary Data of this report. Our MD&A consists of the following sections:
•Overview - a brief description of our business and a discussion on the external trends impacting our business;
•Results of Operations - an analysis of the Consolidated Statements of Comprehensive Income included in the Consolidated Financial Statements;
•Liquidity and Capital Resources - an analysis of cash flows, including capital expenditures, aggregate contractual obligations, financing activity, and known trends that may impact liquidity, including off-balance sheet arrangements; and
•Critical Accounting Estimates - a discussion of accounting policies that require critical judgments and estimates, including recent accounting pronouncements.
The following MD&A includes a discussion comparing our results in fiscal 2024 to fiscal 2023. For a discussion comparing our results from fiscal 2023 to fiscal 2022, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 28, 2023, filed with the SEC on August 23, 2023.
The Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States, and include the accounts of Brinker International, Inc. and our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. We have a 52 or 53 week fiscal year ending on the last Wednesday in June. We utilize a 13 week accounting period for quarterly reporting purposes,
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except in years containing 53 weeks when the fourth quarter contains 14 weeks. Fiscal 2024, Fiscal 2023 and Fiscal 2022 which ended on June 26, 2024, June 28, 2023 and June 29, 2022 respectively, each contained 52 weeks. All amounts within the MD&A are presented in millions unless otherwise specified.
OVERVIEW
The Company is principally engaged in the ownership, operation, development, and franchising of the Chili’s® Grill & Bar (“Chili’s”) and Maggiano’s Little Italy® (“Maggiano’s”) restaurant brands. Our two restaurant brands, Chili’s and Maggiano’s, are both operating segments and reporting units. Refer to Part I, Item 1 - Business of this document for additional information about our business and operational strategies.
External Impacts to Our Operating Environment
During the recent years, our operating results were impacted by geopolitical and other macroeconomic events, leading to higher than usual inflation on wages and food and beverage costs. Geopolitical and other macroeconomic events have led, and in the future may lead to, wage inflation, staffing challenges, product cost inflation and/ disruptions in the supply chain that impact our restaurants’ ability to obtain the products needed to support their operation. Such events could also negatively affect consumer spending potentially reducing guest traffic and/or reducing the average amount guests spend in our restaurants.
RESULTS OF OPERATIONS
The following table sets forth selected operating data:
| Fiscal Years Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 26, 2024 | June 28, 2023 | ||||||||||||
| Dollars | As a percentage(1) | Dollars | As a percentage(1) | ||||||||||
| Revenues | |||||||||||||
| Company sales | $ | 4,371.1 | 99.0 | % | $ | 4,093.2 | 99.0 | % | |||||
| Franchise revenues | 44.0 | 1.0 | % | 40.0 | 1.0 | % | |||||||
| Total revenues | 4,415.1 | 100.0 | % | 4,133.2 | 100.0 | % | |||||||
| Operating costs and expenses | |||||||||||||
| Food and beverage costs | 1,107.6 | 25.3 | % | 1,146.3 | 28.0 | % | |||||||
| Restaurant labor | 1,467.3 | 33.6 | % | 1,389.3 | 34.0 | % | |||||||
| Restaurant expenses | 1,212.9 | 27.8 | % | 1,097.5 | 26.8 | % | |||||||
| Depreciation and amortization | 170.8 | 3.9 | % | 168.5 | 4.1 | % | |||||||
| General and administrative | 183.7 | 4.2 | % | 154.5 | 3.7 | % | |||||||
| Other (gains) and charges | 43.2 | 1.0 | % | 32.7 | 0.8 | % | |||||||
| Total operating costs and expenses | 4,185.5 | 94.8 | % | 3,988.8 | 96.5 | % | |||||||
| Operating income | 229.6 | 5.2 | % | 144.4 | 3.5 | % | |||||||
| Interest expenses | 65.0 | 1.5 | % | 54.9 | 1.3 | % | |||||||
| Other income, net | (0.3) | 0.0 | % | (1.3) | 0.0 | % | |||||||
| Income before income taxes | 164.9 | 3.7 | % | 90.8 | 2.2 | % | |||||||
| Provision (benefit) for income taxes | 9.6 | 0.2 | % | (11.8) | (0.3) | % | |||||||
| Net income | $ | 155.3 | 3.5 | % | $ | 102.6 | 2.5 | % |
(1)Food and beverage costs, Restaurant labor and Restaurant expenses are calculated based on a percentage of Company sales. All others are calculated as a percentage of Total revenues.
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Revenues
Revenues are presented in two separate captions in the Consolidated Statements of Comprehensive Income to provide more clarity around Company-owned restaurant revenues and operating expenses trends:
•Company sales include revenues generated by the operation of Company-owned restaurants including food and beverage sales, net of discounts, Maggiano’s banquet service charge income, gift card breakage, delivery, digital entertainment revenues, merchandise income and are net of gift card discount costs from third-party gift card sales.
•Franchise revenues include royalties, franchise advertising fees, franchise and development fees and gift card equalization.
The following is a summary of the change in Total revenues:
| Total Revenues | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Chili’s | Maggiano’s | Total Revenues | ||||||||
| Fiscal year ended June 28, 2023 | $ | 3,646.1 | $ | 487.1 | $ | 4,133.2 | ||||
| Change from: | ||||||||||
| Comparable restaurant sales(1) | 264.2 | 16.4 | 280.6 | |||||||
| Restaurant openings | 45.8 | — | 45.8 | |||||||
| Restaurant acquisitions | 0.6 | — | 0.6 | |||||||
| Gift card discounts | 0.4 | 0.2 | 0.6 | |||||||
| Maggiano's banquet income | — | 0.2 | 0.2 | |||||||
| Delivery service fee income | (0.5) | 0.4 | (0.1) | |||||||
| Merchandise income | (0.1) | (0.1) | (0.2) | |||||||
| Digital entertainment revenues | (0.4) | — | (0.4) | |||||||
| Gift card breakage(2) | (4.7) | (0.7) | (5.4) | |||||||
| Restaurant closures | (36.0) | (7.8) | (43.8) | |||||||
| Company sales | 269.3 | 8.6 | 277.9 | |||||||
| Franchise revenues(3) | 3.9 | 0.1 | 4.0 | |||||||
| Fiscal year ended June 26, 2024 | $ | 3,919.3 | $ | 495.8 | $ | 4,415.1 |
(1)Comparable restaurant sales increased due to menu price increases and favorable menu item mix, partially offset by lower traffic.
(2)Gift card breakage decreased primarily due to a change in estimate related to a higher forecasted gift card redemption rates.
(3)Franchise revenues increased primarily due to higher franchise advertising fees. Our Chili’s and Maggiano’s franchisees generated sales of approximately $856.2 million and $11.8 million respectively in fiscal 2024 compared to $876.0 million and $10.6 million respectively in fiscal 2023.
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The table below presents the percentage change in comparable restaurant sales and restaurant capacity for fiscal 2024 compared to fiscal 2023:
| ComparableSales(1) | Price Impact | Mix-Shift Impact(2) | Traffic Impact | Restaurant Capacity(3) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company-owned | 7.0 | % | 7.6 | % | 0.6 | % | (1.2) | % | (0.6) | % | ||||
| Chili’s | 7.4 | % | 7.4 | % | 0.6 | % | (0.6) | % | (0.6) | % | ||||
| Maggiano’s | 3.5 | % | 9.4 | % | 0.6 | % | (6.5) | % | (1.8) | % | ||||
| Franchise(4) | 1.2 | % | ||||||||||||
| U.S. | 7.1 | % | ||||||||||||
| International | (2.0) | % | ||||||||||||
| Chili’s domestic(5) | 7.4 | % | ||||||||||||
| System-wide(6) | 6.1 | % |
(1)Comparable Restaurant Sales include all restaurants that have been in operation for more than 18 full months. Restaurants temporarily closed 14 days or more are excluded from Comparable Restaurant Sales. Percentage amounts are calculated based on the comparable periods year-over-year.
(2)Mix-Shift is calculated as the year-over-year percentage change in Company sales resulting from the change in menu items ordered by guests.
(3)Restaurant Capacity is measured by sales weeks and is calculated based on comparable periods year-over-year. No adjustments have been made to capacity for temporary closures.
(4)Franchise sales generated by franchisees are not included in Total revenues in the Consolidated Statements of Comprehensive Income; however, we generate royalty revenues and advertising fees based on franchisee revenues, where applicable. We believe presenting Franchise Comparable Restaurant Sales provides investors relevant information regarding total brand performance.
(5)Chili’s domestic Comparable Restaurant Sales percentages are derived from sales generated by Company-owned and franchise-operated Chili’s restaurants in the United States.
(6)System-wide Comparable Restaurant Sales are derived from sales generated by Chili’s and Maggiano’s Company-owned and franchise-operated restaurants.
Costs and Expenses
The following is a summary of the changes in Costs and Expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 26, 2024 | June 28, 2023 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 1,107.6 | 25.3 | % | $ | 1,146.3 | 28.0 | % | $ | 38.7 | 2.7 | % | ||||||||
| Restaurant labor | 1,467.3 | 33.6 | % | 1,389.3 | 34.0 | % | (78.0) | 0.4 | % | |||||||||||
| Restaurant expenses | 1,212.9 | 27.8 | % | 1,097.5 | 26.8 | % | (115.4) | (1.0) | % | |||||||||||
| Depreciation and amortization | 170.8 | 168.5 | (2.3) | |||||||||||||||||
| General and administrative | 183.7 | 154.5 | (29.2) | |||||||||||||||||
| Other (gains) and charges | 43.2 | 32.7 | (10.5) | |||||||||||||||||
| Interest expenses | 65.0 | 54.9 | (10.1) | |||||||||||||||||
| Other income, net | (0.3) | (1.3) | (1.0) |
As a percentage of Company sales:
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•Food and beverage costs were favorable 2.7%, due to 2.1% from increased menu pricing, 0.4% of favorable commodity costs driven by lower poultry and meat costs, and 0.2% of favorable menu item mix.
•Restaurant labor was favorable 0.4%, due to 1.9% of sales leverage and 0.3% of lower other restaurant labor costs, partially offset by 1.1% of higher hourly labor driven by both wage rates and staffing levels, 0.4% of increased manager salaries, and 0.3% of higher manager bonus expense.
•Restaurant expenses were unfavorable 1.0%, due to 1.7% of higher advertising, 0.7% of higher repairs and maintenance, 0.2% of higher workers’ compensation and general liability insurance, and 0.5% of higher other restaurant expenses, partially offset by 1.3% of sales leverage and 0.8% of lower delivery fees and to-go supplies.
Depreciation and amortization increased $2.3 million as follows:
| Depreciation and Amortization | ||
|---|---|---|
| Fiscal year ended June 28, 2023 | $ | 168.5 |
| Change from: | ||
| Additions for existing and new restaurant assets | 26.3 | |
| Corporate assets | 2.7 | |
| Finance leases | (5.5) | |
| Retirements and fully depreciated restaurant assets | (21.2) | |
| Fiscal year ended June 26, 2024 | $ | 170.8 |
General and administrative expenses increased $29.2 million as follows:
| General and Administrative | ||
|---|---|---|
| Fiscal year ended June 28, 2023 | $ | 154.5 |
| Change from: | ||
| Performance-based compensation(1) | 13.0 | |
| Stock-based compensation(2) | 11.7 | |
| Payroll expenses | 2.5 | |
| Corporate technology initiatives | 1.8 | |
| Recruiting | (1.6) | |
| Other | 1.8 | |
| Fiscal year ended June 26, 2024 | $ | 183.7 |
(1)Performance-based compensation increased in fiscal 2024 due to higher business performance compared to targets in the current fiscal year.
(2)Stock-based compensation increased primarily due to an increase in expense related to the fiscal 2023 performance share grant, as business performance is expected to exceed the plan target. Additionally, incremental expenses were incurred in fiscal 2024 related to the fiscal 2022 performance share grant as business performance above expectations resulted in achievement of the minimum performance target for the grant. The cumulative expense for this grant was reversed in fiscal 2023 based on forecasted business performance being well below the minimum target.
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Other (gains) and charges consisted of the following (for further details refer to Note 13 - Other Gains and Charges):
| Fiscal Years Ended | ||||||
|---|---|---|---|---|---|---|
| June 26, 2024 | June 28, 2023 | |||||
| Enterprise system implementation costs | $ | 14.0 | $ | 4.7 | ||
| Restaurant level impairment charges | 12.3 | 12.1 | ||||
| Restaurant closure asset write-offs and charges | 10.1 | 8.3 | ||||
| Litigation & claims, net | 6.6 | 2.5 | ||||
| Lease contingencies | 0.8 | 2.0 | ||||
| Severance | 0.5 | 3.7 | ||||
| Remodel-related asset write-offs | 0.5 | 1.1 | ||||
| Gain on sale of assets, net | (2.7) | (3.7) | ||||
| Other | 1.1 | 2.0 | ||||
| $ | 43.2 | $ | 32.7 |
Interest expenses increased $10.1 million primarily due to a higher interest rate on the 8.250% notes issued on June 27, 2023, compared to the interest rate on the 3.875% notes which matured and were repaid on May 15, 2023, partially offset by the lower average revolver balance during fiscal 2024.
Income Taxes
| Fiscal Years Ended | |||||
|---|---|---|---|---|---|
| June 26, 2024 | June 28, 2023 | ||||
| Effective income tax rate | 5.8 | % | (13.0) | % |
The change in the effective income tax rate from fiscal 2023 to fiscal 2024 is primarily due to higher Income before income taxes and the resulting deleverage of the FICA tip tax credit, which did not change significantly in fiscal 2024 compared to fiscal 2023. Refer to Note 9 - Income Taxes for more information.
Segment Results
Chili’s Segment
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 26, 2024 | June 28, 2023 | Dollars | % | |||||||||||
| Company sales | $ | 3,876.0 | $ | 3,606.7 | $ | 269.3 | 7.5 | % | ||||||
| Franchise revenues | 43.3 | 39.4 | 3.9 | 9.9 | % | |||||||||
| Total revenues | $ | 3,919.3 | $ | 3,646.1 | $ | 273.2 | 7.5 | % |
Chili’s Total revenues increased 7.5% primarily due to favorable comparable restaurant sales driven by increased menu pricing and favorable menu item mix, partially offset by lower traffic. Refer to the “Revenues” section above for further details about Chili’s revenues changes.
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The following is a summary of the changes in Chili’s operating costs and expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 26, 2024 | June 28, 2023 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 990.7 | 25.5 | % | $ | 1,022.9 | 28.3 | % | $ | 32.2 | 2.8 | % | ||||||||
| Restaurant labor | 1,309.0 | 33.8 | % | 1,232.3 | 34.2 | % | (76.7) | 0.4 | % | |||||||||||
| Restaurant expenses | 1,073.2 | 27.7 | % | 966.2 | 26.8 | % | (107.0) | (0.9) | % | |||||||||||
| Depreciation and amortization | 147.7 | 145.3 | (2.4) | |||||||||||||||||
| General and administrative | 42.8 | 35.5 | (7.3) | |||||||||||||||||
| Other (gains) and charges | 26.9 | 22.0 | (4.9) |
As a percentage of Company sales:
•Chili’s Food and beverage costs were favorable 2.8%, due to 2.2% from increased menu pricing, 0.4% of lower commodity costs driven by poultry and meat, and 0.2% of favorable menu item mix.
•Chili’s Restaurant labor was favorable 0.4%, due to 2.2% of sales leverage and 0.3% of lower other restaurant labor costs, partially offset by 1.3% of higher restaurant hourly labor driven by both wage rates and staffing levels and 0.5% of higher manager salaries and 0.3% of higher manager bonus expenses.
•Chili’s Restaurant expenses were unfavorable 0.9%, due to 2.0% of higher advertising, 0.7% of higher repairs and maintenance, 0.2% of higher workers’ compensation and general liability insurance, and 0.2% of higher other restaurant expense, partially offset by 1.4% of sales leverage and 0.8% of lower delivery fees and to-go supplies.
Chili’s Depreciation and amortization increased $2.4 million as follows:
| Depreciation and Amortization | ||
|---|---|---|
| Fiscal year ended June 28, 2023 | $ | 145.3 |
| Change from: | ||
| Additions for new and existing restaurant assets | 23.2 | |
| Finance leases | (5.5) | |
| Retirements and fully depreciated restaurant assets | (15.6) | |
| Other | 0.3 | |
| Fiscal year ended June 26, 2024 | $ | 147.7 |
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Chili’s General and administrative increased $7.3 million as follows:
| General and Administrative | ||
|---|---|---|
| Fiscal year ended June 28, 2023 | $ | 35.5 |
| Change from: | ||
| Performance-based compensation(1) | 3.6 | |
| Stock-based compensation | 1.9 | |
| Defined contribution plan employer expenses and other benefits | 1.7 | |
| Payroll expenses | 0.8 | |
| Recruiting | (1.0) | |
| Other | 0.3 | |
| Fiscal year ended June 26, 2024 | $ | 42.8 |
(1)Performance-based compensation increased in fiscal 2024 due to higher business performance compared to targets in the current fiscal year.
Chili’s Other (gains) and charges consisted of the following (for further details, refer to Note 13 - Other Gains and Charges):
| Fiscal Years Ended | ||||||
|---|---|---|---|---|---|---|
| June 26, 2024 | June 28, 2023 | |||||
| Restaurant level impairment charges | $ | 11.9 | $ | 12.1 | ||
| Restaurant closure asset write-offs and charges | 10.1 | 7.3 | ||||
| Litigation & claims, net | 6.2 | 2.0 | ||||
| Remodel-related asset write-offs | — | 1.1 | ||||
| Severance | 0.1 | 1.9 | ||||
| Gain on sale of assets, net | (2.6) | (3.7) | ||||
| Other | 1.2 | 1.3 | ||||
| $ | 26.9 | $ | 22.0 |
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Maggiano’s Segment
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 26, 2024 | June 28, 2023 | Dollars | % | |||||||||||
| Company sales | $ | 495.1 | $ | 486.5 | $ | 8.6 | 1.8 | % | ||||||
| Franchise revenues | 0.7 | 0.6 | 0.1 | 16.7 | % | |||||||||
| Total revenues | $ | 495.8 | $ | 487.1 | $ | 8.7 | 1.8 | % |
Maggiano’s Total revenues increased 1.8% primarily due to favorable comparable restaurant sales driven by increased menu pricing partially offset by lower traffic. Refer to the “Revenues” section above for further details about Maggiano’s revenues changes.
The following is a summary of the changes in Maggiano’s operating costs and expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 26, 2024 | June 28, 2023 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 116.9 | 23.6 | % | $ | 123.4 | 25.3 | % | $ | 6.5 | 1.7 | % | ||||||||
| Restaurant labor | 158.3 | 32.0 | % | 157.0 | 32.3 | % | (1.3) | 0.3 | % | |||||||||||
| Restaurant expenses | 139.2 | 28.1 | % | 130.4 | 26.8 | % | (8.8) | (1.3) | % | |||||||||||
| Depreciation and amortization | 13.1 | 13.0 | (0.1) | |||||||||||||||||
| General and administrative | 10.2 | 7.8 | (2.4) | |||||||||||||||||
| Other (gains) and charges | 0.6 | 1.4 | 0.8 |
As a percentage of Company sales:
•Maggiano’s Food and beverage costs were favorable 1.7%, due to 1.7% from increased menu pricing and 0.2% of favorable commodity pricing partially offset by 0.2% of unfavorable menu item mix.
•Maggiano’s Restaurant labor was favorable 0.3%, due to 0.4% of sales leverage and 0.1% of lower other restaurant labor costs, partially offset by 0.2% of higher manager bonus.
•Maggiano’s Restaurant expenses were unfavorable 1.3%, due to 0.8% of higher repairs and maintenance, 0.4% of higher supplies, 0.2% of higher workers’ compensation and general liability insurance, 0.2% of higher advertising, and 0.4% of higher other restaurant expenses partially offset by 0.4% of sales leverage and 0.3% of lower delivery fees and to-go supplies.
CRITICAL ACCOUNTING ESTIMATES
Our significant accounting policies are disclosed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies in Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements. The following discussion addresses our most critical accounting estimates, which are those that are most important to the portrayal of our financial condition and results, and that require significant judgment.
Gift Card Revenues Recognition
Proceeds from the sale of gift cards are recorded as deferred revenues and recognized as revenues when the gift cards are redeemed by the holders. Breakage income represents the value associated with the portion of gift cards sold that will most likely never be redeemed and is estimated based on our historical gift card redemption patterns and actuarial estimates. Breakage revenues are recognized proportionate to the pattern of related gift card redemptions. We recognize breakage income in Franchise revenues in the Consolidated Statements of Comprehensive Income.
We update our breakage rate estimate periodically and, if necessary, adjust the deferred revenues balance accordingly. If actual redemption patterns vary from our estimate, actual gift card breakage income may differ from
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the amounts recorded. Changing our breakage-rate assumption used to record breakage attributable to gift cards sold in fiscal 2024 by 50 basis points would result in an impact to the Consolidated Statements of Comprehensive Income of approximately $0.6 million on the current year.
Valuation of Long-Lived Assets
We review the carrying amount of property, equipment and lease assets on an annual basis or more often if events or circumstances indicate that the carrying amount may not be recoverable. The impairment test is a two-step process. Step one includes comparing the operating cash flows of each restaurant (asset group) over its remaining service life to the carrying value of the asset group. If the cash flows exceed the carrying value, then the asset group is not impaired, and no further evaluation is required. If the carrying value of the asset group exceeds its cash flows, impairment may exist and performing step two is necessary to determine the impairment loss. If the carrying amount is not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value of the asset group. We determine fair value based on discounted projected future operating cash flows of each restaurant over its remaining service life using a risk adjusted discount rate. This process requires the use of estimates and assumptions, which are subject to a high degree of judgment.
Effect of New Accounting Standards
The impact of new accounting pronouncements can be found at Note 1 - Nature of Operations and Summary of Significant Accounting Policies in Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
Our principal sources of liquidity are net cash provided by operating activities and borrowings if any, under our $900.0 million revolving credit facility as further discussed below. Our main requirements for liquidity are to support our working capital, capital expenditures for new and existing restaurants, obligations under our operating leases, and interest payments on our debt. Our operations have typically not required significant working capital. Substantially all of our sales are tendered in cash and cash equivalents, which are received before related trade payables for food and beverage products, supplies, labor and services become due.
Changes in our cash flows from operating, investing and financing activities during fiscal 2024 compared to fiscal 2023 are outlined below.
Cash Flows from Operating Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 26, 2024 | June 28, 2023 | |||||||||
| Net cash provided by operating activities | $ | 421.9 | $ | 256.3 | $ | 165.6 |
Net cash provided by operating activities increased due to an increase in operating income and the timing of other operational receipts and payments, partially offset by an increase in the payment of income taxes in the current year.
Cash Flows from Investing Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 26, 2024 | June 28, 2023 | |||||||||
| Net cash used in investing activities | $ | (192.2) | $ | (174.2) | $ | (18.0) |
Net cash used in investing activities increased compared to the prior year. Increased spend on Chili’s capital maintenance, new equipment purchases and Maggiano’s remodels were partially offset by decreased spend on Chili’s remodels and construction of new restaurants.
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Cash Flows from Financing Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 26, 2024 | June 28, 2023 | |||||||||
| Net cash used in financing activities | $ | (180.2) | $ | (80.5) | $ | (99.7) |
Net cash used in financing activities increased primarily due to $161.3 million of net repayment activity in fiscal 2024 compared to $110.0 million of net repayment activity in fiscal 2023 on the revolving credit facility. Additionally in fiscal 2023, proceeds from issuance of the $350.0 million 8.250% notes were partially offset by the payoff of the $300.0 million 3.875% notes.
Debt
On June 27, 2023, we issued $350.0 million of 8.250% senior notes due July 15, 2030. The 2030 Notes require semi-annual interest payments in arrears, on each January 15 and July 15.
Our $900.0 million revolving credit facility, as amended, matures on August 18, 2026 and bears interest at a rate of SOFR plus an applicable margin of 1.60% to 2.35% and an undrawn commitment fee of 0.25% to 0.35%, both based on a function of our debt-to-cash-flow ratio. As of June 26, 2024, there was $900.0 million of borrowing capacity under the revolving credit facility.
On October 1, 2024, our $350.0 million of 5.000% senior notes will mature. As a result of our intent and ability to refinance these notes through our existing revolving credit facility, the notes are classified as long-term debt in the Consolidated Balance Sheets on June 26, 2024.
As of June 26, 2024, we were in compliance with our covenants pursuant to the $900.0 million revolving credit facility and under the terms of the indentures governing our 5.000% and 8.250% notes. Refer to Note 7 - Debt within Part II, Item 8 - Financial Statements and Supplementary Data for further information about our notes and revolving credit facility.
Share Repurchase Program
Our Board of Directors approved a $300.0 million share repurchase program in August 2021. Our share repurchase program is used to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards. We evaluate potential share repurchases under our plan based on several factors, including our cash position, share price, operational liquidity, proceeds from divestitures, borrowings and planned investment and financing needs. The Company repurchased 0.7 million shares of our common stock for $21.0 million in fiscal 2024. The Company did not repurchase any shares under the repurchase program in fiscal 2023. On June 26, 2024, we had $183.0 million of authorized repurchases remaining under the share repurchase program.
Dividend Program
There were no dividends declared in fiscal 2024 or fiscal 2023. The Company’s decision to pay dividends in the future is at the discretion of the Board of Directors and will be dependent on our operating performance, financial condition, capital expenditure requirements, limitations on cash distributions pursuant to the terms and conditions of our revolving credit facility and applicable law, and such other factors that the Board of Directors considers relevant.
Cash Flow Outlook
As a result of uncertainties in the near-term macro environment, including supply chain challenges, and commodity and labor inflation, we continue to focus on cash flow generation and maintaining a solid and flexible financial position to execute our long-term strategy of investing in our business. We continue to monitor the macro environment and will adjust our overall approach to capital allocation, including share repurchases, as events and macroeconomic trends unfolds.
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Based on the current level of operations, we believe that our current cash and cash equivalents, coupled with cash generated from operations and availability under our existing revolving credit facility will be adequate to meet our capital expenditure and working capital needs for at least the next twelve months, including the repayment of current debt obligations.
Future Commitments and Contractual Obligations
Payments due under our contractual obligations for outstanding indebtedness, leases and purchase obligations as of June 26, 2024 are as follows:
| Payments Due by Period | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | Total | ||||||||||||||
| Long-term debt(1) | $ | 350.0 | $ | — | $ | — | $ | 350.0 | $ | 700.0 | ||||||||
| Interest(2) | 55.6 | 85.8 | 57.8 | 43.3 | 242.5 | |||||||||||||
| Finance leases(3) | 19.8 | 45.7 | 31.3 | 33.4 | 130.2 | |||||||||||||
| Operating leases(3) | 180.7 | 332.4 | 267.9 | 917.0 | 1,698.0 | |||||||||||||
| Purchase obligations(4) | 33.4 | 49.7 | 8.5 | — | 91.6 |
(1)Long-term debt consists of principal amounts owed on the 5.000% and 8.250% notes and the revolving credit facility. The $350.0 million 5.000% notes mature on October 1, 2024, and the $350.0 million 8.250% notes mature on July 15, 2030. As of June 26, 2024, there was no outstanding balance on the $900.0 million credit facility.
(2)Interest consists of remaining interest payments on the 5.000% and 8.250% fixed rate notes totaling $196.5 million and remaining interest payments on the variable rate revolver totaling $46.0 million. We have assumed that there will be no outstanding balance on the revolver until October 1, 2024 when the 5.000% notes will be paid using availability under the revolver, increasing the outstanding balance to $350.0 million until the maturity date of August 18, 2026 using our variable interest rate of 6.94% as of June 26, 2024.
(3)Finance leases and Operating leases total future lease payments represent the contractual obligations due under the lease agreements, including cancellable option periods where we are reasonably assured to exercise the options.
(4)Purchase obligations are defined as an agreement to purchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our purchase obligations primarily consist of long-term obligations for the purchase of fountain beverages, software and professional services contracts, as well as non-cancellable insurance premiums, and exclude agreements that are cancellable without significant penalty.
Off -Balance Sheet Arrangements
We have entered into certain pre-commencement leases as disclosed in Note 6 - Leases and have obligations for guarantees on certain lease agreements and letters of credit as disclosed in Note 8 - Commitments and Contingencies included within Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements of this Annual Report on Form 10-K.
FY 2023 10-K MD&A
SEC filing source: 0000703351-23-000043.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand our Company, our operations and our current operating environment. For an understanding of the significant factors that influenced our performance, the MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes to Consolidated Financial Statements included in Part II, Item 8 - Financial Statements and Supplementary Data of this report. Our MD&A consists of the following sections:
•Overview - a brief description of our business and a discussion on the financial impact of COVID-19 and other trends impacting our business;
•Results of Operations - an analysis of the Consolidated Statements of Comprehensive Income included in the Consolidated Financial Statements;
•Liquidity and Capital Resources - an analysis of cash flows, including capital expenditures, aggregate contractual obligations, financing activity, and known trends that may impact liquidity, including off-balance sheet arrangements; and
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•Critical Accounting Estimates - a discussion of accounting policies that require critical judgments and estimates, including recent accounting pronouncements.
The following MD&A includes a discussion comparing our results in fiscal 2023 to fiscal 2022. For a discussion comparing our results from fiscal 2022 to fiscal 2021, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 29, 2022, filed with the SEC on August 26, 2022.
The Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States, and include the accounts of Brinker International, Inc. and our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. We have a 52 or 53 week fiscal year ending on the last Wednesday in June. We utilize a 13 week accounting period for quarterly reporting purposes, except in years containing 53 weeks when the fourth quarter contains 14 weeks. Fiscal 2023 and Fiscal 2022, which ended on June 28, 2023 and June 29, 2022, respectively, each contained 52 weeks. Fiscal 2021, which ended on June 30, 2021, contained 53 weeks. All amounts within the MD&A are presented in millions unless otherwise specified.
OVERVIEW
The Company is principally engaged in the ownership, operation, development, and franchising of the Chili’s® Grill & Bar (“Chili’s”) and Maggiano’s Little Italy® (“Maggiano’s”) restaurant brands. Our two restaurant brands, Chili’s and Maggiano’s, are both operating segments and reporting units. Refer to Part I, Item 1 - Business of this document for additional information about our business and operational strategies.
External impacts to Our Operating Environment
During both fiscal 2022 and fiscal 2023, our operating results were impacted by geopolitical and other macroeconomic events, leading to higher than usual inflation on wages and food and beverage costs. Geopolitical and other macroeconomic events could lead to wage inflation, staffing challenges, product cost inflation and disruptions in the supply chain that impact our restaurants’ ability to obtain the products needed to support their operation. Such events could also negatively affect consumer spending potentially reducing guest traffic and/or reducing the average amount guests spend in our restaurants.
During fiscal 2023, all our domestic Company-owned and franchise restaurants operated with no restrictions. During fiscal 2022, the continuing spread of COVID-19 cases (particularly the Omicron variant), significantly impacted our guest traffic and sales. Many of our restaurants had face mask requirements and some of our restaurants had proof of vaccination requirements for our customers, team members or both.
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RESULTS OF OPERATIONS
The following table sets forth selected operating data:
| Fiscal Years Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 28, 2023 | June 29, 2022 | ||||||||||||
| Dollars | As a percentage(1) | Dollars | As a percentage(1) | ||||||||||
| Revenues | |||||||||||||
| Company sales | $ | 4,093.2 | 99.0 | % | $ | 3,764.5 | 99.0 | % | |||||
| Franchise revenues | 40.0 | 1.0 | % | 39.6 | 1.0 | % | |||||||
| Total revenues | 4,133.2 | 100.0 | % | 3,804.1 | 100.0 | % | |||||||
| Operating costs and expenses | |||||||||||||
| Food and beverage costs | 1,146.3 | 28.0 | % | 1,048.5 | 27.9 | % | |||||||
| Restaurant labor | 1,389.3 | 34.0 | % | 1,288.1 | 34.2 | % | |||||||
| Restaurant expenses | 1,097.5 | 26.8 | % | 968.3 | 25.7 | % | |||||||
| Depreciation and amortization | 168.5 | 4.1 | % | 164.4 | 4.3 | % | |||||||
| General and administrative | 154.5 | 3.7 | % | 144.1 | 3.8 | % | |||||||
| Other (gains) and charges | 32.7 | 0.8 | % | 31.2 | 0.8 | % | |||||||
| Total operating costs and expenses | 3,988.8 | 96.5 | % | 3,644.6 | 95.8 | % | |||||||
| Operating income | 144.4 | 3.5 | % | 159.5 | 4.2 | % | |||||||
| Interest expenses | 54.9 | 1.3 | % | 46.1 | 1.2 | % | |||||||
| Other income, net | (1.3) | 0.0 | % | (1.8) | 0.0 | % | |||||||
| Income before income taxes | 90.8 | 2.2 | % | 115.2 | 3.0 | % | |||||||
| (Benefit) Provision for income taxes | (11.8) | (0.3) | % | (2.4) | (0.1) | % | |||||||
| Net income | $ | 102.6 | 2.5 | % | $ | 117.6 | 3.1 | % |
(1)Food and beverage costs, Restaurant labor and Restaurant expenses are calculated based on a percentage of Company sales. All others are calculated as a percentage of Total revenues.
Revenues
Revenues are presented in two separate captions in the Consolidated Statements of Comprehensive Income to provide more clarity around Company-owned restaurant revenues and operating expenses trends:
•Company sales include revenues generated by the operation of Company-owned restaurants including food and beverage sales, net of discounts, gift card breakage, Maggiano’s banquet service charge income, delivery, digital entertainment revenues, merchandise income and gift card discount costs from third-party gift card sales.
•Franchise revenues include royalties, franchise advertising fees, gift card equalization, and franchise and development fees.
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The following is a summary of the change in Total revenues:
| Total Revenues | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Chili’s | Maggiano’s | Total Revenues | ||||||||
| Fiscal year ended June 29, 2022 | $ | 3,379.6 | $ | 424.5 | $ | 3,804.1 | ||||
| Change from: | ||||||||||
| Comparable restaurant sales(1) | 220.3 | 68.3 | 288.6 | |||||||
| Restaurant acquisitions(2) | 52.6 | — | 52.6 | |||||||
| Restaurant openings | 27.7 | — | 27.7 | |||||||
| Maggiano's banquet income | — | 4.3 | 4.3 | |||||||
| Gift card discount costs | 0.9 | 0.2 | 1.1 | |||||||
| Gift card breakage(3) | (17.2) | (2.4) | (19.6) | |||||||
| Merchandise income | 0.2 | — | 0.2 | |||||||
| Digital entertainment revenues | 2.7 | — | 2.7 | |||||||
| Delivery service fee income | (3.1) | 0.6 | (2.5) | |||||||
| Restaurant closures | (17.9) | (8.5) | (26.4) | |||||||
| Company sales | 266.2 | 62.5 | 328.7 | |||||||
| Franchise revenues(4) | 0.3 | 0.1 | 0.4 | |||||||
| Fiscal year ended June 28, 2023 | $ | 3,646.1 | $ | 487.1 | $ | 4,133.2 |
(1)Comparable restaurant sales increased due to menu price increases and favorable menu item mix, partially offset by lower traffic.
(2)We acquired 68 Chili’s restaurants from three former franchisees in fiscal 2022. Restaurant acquisitions includes revenues of acquired restaurants until the restaurant has been in operation for more than 18 months.
(3)Gift card breakage decreased primarily due to a prior year change in estimate to increase the breakage rate on certain aged sales years.
(4)Our Chili’s and Maggiano’s franchisees generated sales of approximately $876.0 million and $10.6 million respectively in fiscal 2023 compared to $806.2 million and $8.5 million respectively in fiscal 2022.
The table below presents the percentage change in comparable restaurant sales and restaurant capacity for fiscal 2023 compared to fiscal 2022:
| ComparableSales(1) | Price Impact | Mix-Shift Impact(2) | Traffic Impact | Restaurant Capacity(3) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company-owned | 8.1 | % | 9.0 | % | 4.4 | % | (5.3) | % | 1.7 | % | ||||
| Chili’s | 7.0 | % | 9.2 | % | 4.7 | % | (6.9) | % | 1.8 | % | ||||
| Maggiano’s | 17.3 | % | 7.9 | % | 2.8 | % | 6.6 | % | (2.1) | % | ||||
| Franchise(4) | 9.6 | % | ||||||||||||
| U.S. | 3.3 | % | ||||||||||||
| International | 13.3 | % | ||||||||||||
| Chili’s domestic(5) | 6.5 | % | ||||||||||||
| System-wide(6) | 8.4 | % |
(1)Comparable Restaurant Sales include all restaurants that have been in operation for more than 18 full months. Restaurants temporarily closed 14 days or more are excluded from Comparable Restaurant Sales. Percentage amounts are calculated based on the comparable periods year-over-year.
(2)Mix-Shift is calculated as the year-over-year percentage change in Company sales resulting from the change in menu items ordered by guests.
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(3)Restaurant Capacity is measured by sales weeks and is calculated based on comparable periods year-over-year, including the effect of the acquisitions completed during fiscal 2022. No adjustments have been made to capacity for temporary closures.
(4)Chili’s and Maggiano’s franchise sales generated by franchisees are not included in Total revenues in the Consolidated Statements of Comprehensive Income; however, we generate royalty revenues and advertising fees based on franchisee revenues, where applicable. We believe presenting Franchise Comparable Restaurant Sales provides investors relevant information regarding total brand performance.
(5)Chili’s domestic Comparable Restaurant Sales percentages are derived from sales generated by Company-owned and franchise-operated Chili’s restaurants in the United States.
(6)System-wide Comparable Restaurant Sales are derived from sales generated by Chili’s and Maggiano’s Company-owned and franchise-operated restaurants.
Costs and Expenses
The following is a summary of the changes in Costs and Expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 28, 2023 | June 29, 2022 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 1,146.3 | 28.0 | % | $ | 1,048.5 | 27.9 | % | $ | (97.8) | (0.1) | % | ||||||||
| Restaurant labor | 1,389.3 | 34.0 | % | 1,288.1 | 34.2 | % | (101.2) | 0.2 | % | |||||||||||
| Restaurant expenses | 1,097.5 | 26.8 | % | 968.3 | 25.7 | % | (129.2) | (1.1) | % | |||||||||||
| Depreciation and amortization | 168.5 | 164.4 | (4.1) | |||||||||||||||||
| General and administrative | 154.5 | 144.1 | (10.4) | |||||||||||||||||
| Other (gains) and charges | 32.7 | 31.2 | (1.5) | |||||||||||||||||
| Interest expenses | 54.9 | 46.1 | (8.8) | |||||||||||||||||
| Other income, net | (1.3) | (1.8) | (0.5) |
As a percentage of Company sales:
•Food and beverage costs increased 0.1%, including 3.3% of higher poultry, meat, produce and other commodity costs resulting from inflationary pressures, partially offset by 2.4% of favorable menu pricing and 0.8% of favorable menu item mix.
•Restaurant labor decreased 0.2%, including 2.5% of sales leverage and 0.2% of lower other restaurant labor, partially offset by 1.4% of higher hourly restaurant wages due to increased staffing levels and higher wage rates and 1.1% of higher manager salaries and bonus expenses.
•Restaurant expenses increased 1.1%, driven by 0.8% of higher repairs and maintenance, 0.5% of higher advertising, 0.3% of higher utilities, 0.3% of higher workers’ compensation and general liability insurance, 0.2% of higher rent and 0.5% of higher other restaurant expenses. These increases were partially offset by 1.5% of sales leverage.
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Depreciation and amortization increased $4.1 million as follows:
| Depreciation and Amortization | ||
|---|---|---|
| Fiscal year ended June 29, 2022 | $ | 164.4 |
| Change from: | ||
| Additions for existing and new restaurant assets | 22.0 | |
| Acquisition of Chili’s restaurants(1) | 3.2 | |
| Corporate assets | 1.8 | |
| Finance leases | (3.2) | |
| Retirements and fully depreciated restaurant assets | (19.2) | |
| Other | (0.5) | |
| Fiscal year ended June 28, 2023 | $ | 168.5 |
(1)Represents the incremental depreciation and amortization of the assets and finance leases related to the 68 Chili’s restaurants acquired in fiscal 2022.
General and administrative expenses increased $10.4 million as follows:
| General and Administrative | ||
|---|---|---|
| Fiscal year ended June 29, 2022 | $ | 144.1 |
| Change from: | ||
| Performance-based compensation(1) | 7.3 | |
| Defined contribution plan employer expenses and other benefits | 2.4 | |
| Payroll expenses | 1.5 | |
| Travel and entertainment expenses | 0.4 | |
| Stock-based compensation(2) | (4.4) | |
| Other(3) | 3.2 | |
| Fiscal year ended June 28, 2023 | $ | 154.5 |
(1)Performance-based compensation increased in fiscal 2023 due to higher business performance metrics compared to targets.
(2)Stock-based compensation decreased primarily due to the reversal in the second quarter of fiscal 2023 of performance-based award expense as certain performance targets are no longer expected to be achieved.
(3)Other increased primarily due to an increase in professional consulting fees and costs related to IT initiatives.
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Other (gains) and charges consisted of the following (for further details, refer to Note 14 - Other Gains and Charges):
| Fiscal Years Ended | ||||||
|---|---|---|---|---|---|---|
| June 28, 2023 | June 29, 2022 | |||||
| Restaurant level impairment charges | $ | 12.1 | $ | 8.5 | ||
| Restaurant closure asset write-offs and charges | 8.3 | 3.7 | ||||
| Enterprise system implementation costs | 4.7 | 2.4 | ||||
| Severance and other benefit charges | 3.7 | — | ||||
| Lease contingencies | 2.0 | 3.1 | ||||
| Remodel-related asset write-off | 1.1 | 4.9 | ||||
| Loss from natural disasters, net of (insurance recoveries) | 0.8 | 1.1 | ||||
| Gain on sale of assets, net | (3.7) | — | ||||
| Other | 3.7 | 7.5 | ||||
| $ | 32.7 | $ | 31.2 |
Interest expenses increased $8.8 million primarily due to higher interest rates and average borrowing balances on our revolving credit facility in fiscal 2023.
Income Taxes
| Fiscal Years Ended | |||||
|---|---|---|---|---|---|
| June 28, 2023 | June 29, 2022 | ||||
| Effective income tax rate | (13.0) | % | (2.1) | % |
The federal statutory tax rate was 21.0% for both fiscal 2023 and 2022. Our effective income tax rates for fiscal 2023 and 2022 were lower than the federal statutory tax rate primarily due to the leverage of the FICA tip tax credit relative to Income before income taxes. The higher tax benefit in fiscal 2023 is primarily due to an increased leverage of the FICA tip tax credit against a lower Income before incomes taxes compared to fiscal 2022.
Segment Results
Chili’s Segment
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 28, 2023 | June 29, 2022 | Dollars | % | |||||||||||
| Company sales | $ | 3,606.7 | $ | 3,340.5 | $ | 266.2 | 8.0 | % | ||||||
| Franchise and other revenues | 39.4 | 39.1 | 0.3 | 0.8 | % | |||||||||
| Total revenues | $ | 3,646.1 | $ | 3,379.6 | $ | 266.5 | 7.9 | % |
Chili’s Total revenues increased 7.9% primarily due to increased menu pricing, favorable menu item mix and the acquisition of 68 Chili’s restaurants from three former franchisees, partially offset by lower traffic. Refer to the “Revenues” section above for further details about Chili’s revenues changes.
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The following is a summary of the changes in Chili’s operating costs and expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 28, 2023 | June 29, 2022 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 1,022.9 | 28.3 | % | $ | 945.9 | 28.4 | % | $ | (77.0) | 0.1 | % | ||||||||
| Restaurant labor | 1,232.3 | 34.2 | % | 1,146.5 | 34.3 | % | (85.8) | 0.1 | % | |||||||||||
| Restaurant expenses | 966.2 | 26.8 | % | 849.8 | 25.4 | % | (116.4) | (1.4) | % | |||||||||||
| Depreciation and amortization | 145.3 | 139.8 | (5.5) | |||||||||||||||||
| General and administrative | 35.5 | 33.3 | (2.2) | |||||||||||||||||
| Other (gains) and charges | 22.0 | 23.3 | 1.3 |
As a percentage of Company sales:
•Chili’s Food and beverage costs decreased 0.1%, including 2.5% of favorable menu pricing and 1.0% of favorable menu item mix, partially offset by 3.4% of higher poultry, meat, produce and other commodity costs resulting from inflationary pressures.
•Chili’s Restaurant labor decreased 0.1%, including 2.4% of sales leverage and 0.1% of lower other restaurant labor, partially offset by 1.2% of higher restaurant hourly wages and 1.2% of higher manager salaries and bonus expenses.
•Chili’s Restaurant expenses increased 1.4%, driven by 0.8% of higher repairs and maintenance, 0.6% of higher advertising, 0.3% of higher workers’ compensation and general liability insurance, 0.2% of higher utilities, 0.2% of higher rent, and 0.5% of higher other restaurant expense. These increases were partially offset by 1.2% of sales leverage.
Chili’s Depreciation and amortization increased $5.5 million as follows:
| Depreciation and Amortization | ||
|---|---|---|
| Fiscal year ended June 29, 2022 | $ | 139.8 |
| Change from: | ||
| Additions for new and existing restaurant assets | 20.3 | |
| Acquisition of Chili’s restaurants(1) | 3.2 | |
| Finance leases | (3.0) | |
| Retirements and fully depreciated restaurant assets | (14.7) | |
| Other | (0.3) | |
| Fiscal year ended June 28, 2023 | $ | 145.3 |
(1) Represents the incremental depreciation and amortization of the assets and finance leases related to the 68 Chili’s restaurants acquired in fiscal 2022.
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Chili’s General and administrative increased $2.2 million as follows:
| General and Administrative | ||
|---|---|---|
| Fiscal year ended June 29, 2022 | $ | 33.3 |
| Change from: | ||
| Performance-based compensation | 2.0 | |
| Payroll expenses | 0.9 | |
| Defined contribution plan employer expenses and other benefits | 0.7 | |
| Stock-based compensation | (1.2) | |
| Other | (0.2) | |
| Fiscal year ended June 28, 2023 | $ | 35.5 |
Chili’s Other (gains) and charges consisted of the following (for further details, refer to Note 14 - Other Gains and Charges):
| Fiscal Years Ended | ||||||
|---|---|---|---|---|---|---|
| June 28, 2023 | June 29, 2022 | |||||
| Restaurant level impairment charges | $ | 12.1 | $ | 8.3 | ||
| Restaurant closure asset write-offs and charges | 7.3 | 3.6 | ||||
| Severance and other benefit charges | 1.9 | — | ||||
| Remodel-related asset write-off | 1.1 | 4.8 | ||||
| Loss from natural disasters, net of (insurance recoveries) | 0.8 | 1.1 | ||||
| Gain on sale of assets, net | (3.7) | — | ||||
| Other | 2.5 | 5.5 | ||||
| $ | 22.0 | $ | 23.3 |
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Maggiano’s Segment
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 28, 2023 | June 29, 2022 | Dollars | % | |||||||||||
| Company sales | $ | 486.5 | $ | 424.0 | $ | 62.5 | 14.7 | % | ||||||
| Franchise revenues | 0.6 | 0.5 | 0.1 | 20.0 | % | |||||||||
| Total revenues | $ | 487.1 | $ | 424.5 | $ | 62.6 | 14.7 | % |
Maggiano’s Total revenues increased 14.7% primarily due to increased menu pricing, favorable menu item mix and higher traffic. Total banquet income increased $4.3 million in fiscal 2023 compared to fiscal 2022 as our banquet business recovered from the effects of the COVID-19 pandemic. Refer to the “Revenues” section above for further details about Maggiano’s revenues changes.
The following is a summary of the changes in Maggiano’s operating costs and expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 28, 2023 | June 29, 2022 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 123.4 | 25.3 | % | $ | 102.6 | 24.2 | % | $ | (20.8) | (1.1) | % | ||||||||
| Restaurant labor | 157.0 | 32.3 | % | 141.6 | 33.4 | % | (15.4) | 1.1 | % | |||||||||||
| Restaurant expenses | 130.4 | 26.8 | % | 117.9 | 27.8 | % | (12.5) | 1.0 | % | |||||||||||
| Depreciation and amortization | 13.0 | 13.4 | 0.4 | |||||||||||||||||
| General and administrative | 7.8 | 8.0 | 0.2 | |||||||||||||||||
| Other (gains) and charges | 1.4 | — | (1.4) |
As a percentage of Company sales:
•Maggiano’s Food and beverage costs increased 1.1%, including 2.1% of unfavorable commodity pricing and 0.2% of unfavorable menu item mix, partially offset by 1.2% of favorable menu pricing.
•Maggiano’s Restaurant labor decreased 1.1%, including 4.2% of sales leverage, 0.2% of lower manager bonus and 0.1% of other restaurant labor, partially offset by 2.8% of higher restaurant hourly wages and 0.6% of higher manager salaries.
•Maggiano’s Restaurant expenses decreased 1.0%, driven by 2.5% of sales leverage, partially offset by 0.5% of higher delivery fees and to-go supplies, 0.4% of higher repairs and maintenance, 0.2% of higher workers’ compensation and general liability insurance and 0.4% of higher other restaurant expenses.
Maggiano’s Other (gains) and charges primarily consisted of restaurant closure asset write offs and charges, refer to Note 14 - Other Gains and Charges)
CRITICAL ACCOUNTING ESTIMATES
Our significant accounting policies are disclosed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies in Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements. The following discussion addresses our most critical accounting estimates, which are those that are most important to the portrayal of our financial condition and results, and that require significant judgment.
Gift Card Revenues Recognition
Proceeds from the sale of gift cards are recorded as deferred revenues and recognized as revenues when the gift cards are redeemed by the holders. Breakage income represents the value associated with the portion of gift cards sold that will most likely never be redeemed and is estimated based on our historical gift card redemption patterns and actuarial estimates. Breakage revenues are recognized proportionate to the pattern of related gift card
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redemptions. We recognize breakage income in Franchise revenues in the Consolidated Statements of Comprehensive Income.
We update our breakage rate estimate periodically and, if necessary, adjust the deferred revenues balance accordingly. If actual redemption patterns vary from our estimate, actual gift card breakage income may differ from the amounts recorded. Changing our breakage-rate assumption used to record breakage attributable to gift cards sold in fiscal 2023 by 50 basis points would result in an impact to the Consolidated Statements of Comprehensive Income of approximately $0.6 million on the current year.
Valuation of Long-Lived Assets
We review the carrying amount of property, equipment and lease assets on an annual basis or more often if events or circumstances indicate that the carrying amount may not be recoverable. The impairment test is a two-step process. Step one includes comparing the operating cash flows of each restaurant over its remaining service life to the carrying value of the asset group. If the cash flows exceed the carrying value, then the asset group is not impaired, and no further evaluation is required. If the carrying value of the asset group exceeds its cash flows, impairment may exist and performing step two is necessary to determine the impairment loss. If the carrying amount is not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value of the asset group. We determine fair value based on discounted projected future operating cash flows of each restaurant over its remaining service life using a risk adjusted discount rate. This process requires the use of estimates and assumptions, which are subject to a high degree of judgment.
Leases
At the inception of each lease, we evaluate the lease agreement to determine whether it is an operating or finance lease. The evaluation requires significant judgments in determining the fair value of the lease asset and the lease liability and the appropriate reasonably certain lease term. Given that our lease agreements generally do not provide an implicit interest rate, we estimate our fully collateralized incremental borrowing rate corresponding with the lease terms for the purposes of determining the fair value of initial liability for each lease.
We also estimate the reasonably certain lease term at inception. The lease term commences on the date when the lessor makes the underlying property available, irrespective of the contractual lease payments schedule. When determining the length of the lease term at commencement, we consider both termination and renewal option periods available. The renewal periods included in the lease term at the inception are those during which failure to renew the lease imposes a significant penalty on us.
Lease accounting requires the application of significant judgements by management. Variation in judgements applied could result in a change of lease classification and materially different expenses such as rent, depreciation and amortization in a given reporting period; fair value of lease asset and lease liability at inception; or reasonably certain lease terms at inception.
Income Taxes
We make certain estimates and judgments in the calculation of tax expenses, the resulting tax liabilities, and in the recoverability of deferred tax assets that arise from temporary differences between the tax and financial statement carrying amounts of existing assets and liabilities and their respective tax bases. When considered necessary, we record a valuation allowance to reduce deferred tax assets to a balance that is more likely than not to be recognized. We use an estimate of our annual effective tax rate at each interim period based on the facts and circumstances available at that time while the actual effective tax rate is calculated at year-end.
We have recorded deferred tax assets reflecting the benefit of income tax credits and state loss carryforwards, which expire in varying amounts. Realization is dependent on generating sufficient taxable income in the relevant jurisdiction prior to expiration of the income tax credits and state loss carryforwards. Although realization is not assured, management believes it is more likely than not that the recognized deferred tax assets will be realized. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income in the carryforward period are reduced.
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We record a liability for unrecognized tax benefits resulting from tax positions taken, or expected to be taken, in an income tax return. We recognize any interest and penalties related to unrecognized tax benefits in (Benefit) Provision for income taxes. Significant judgment is required in assessing, among other factors, the timing and amounts of deductible and taxable items. Tax reserves are evaluated and adjusted as appropriate, while taking into account the progress of audits of various taxing jurisdictions.
In addition to the risks related to the effective tax rate described above, the effective tax rate reflected in forward-looking statements is based on current tax law. Any significant changes in the tax laws could affect these estimates.
Insurance Reserves
We are self-insured for certain losses related to health, general liability and workers’ compensation. We maintain stop loss coverage with third-party insurers to limit our total exposure. We record a liability for all unresolved claims and for an estimate of incurred but not reported claims at the anticipated cost that falls below our specified retention levels or per-claim deductible amounts. This liability represents an estimate of the ultimate cost of claims incurred and unpaid as of the balance sheet date.
In establishing our reserves, we consider certain actuarial assumptions and judgments regarding economic conditions, the frequency and severity of claims and claim development history and settlement practices. The estimated liability is not discounted and is established based upon analysis of historical data and actuarial estimates and is reviewed on a quarterly basis to ensure that the liability is appropriate. If actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.
Effect of New Accounting Standards
The impact of new accounting pronouncements can be found at Note 1 - Nature of Operations and Summary of Significant Accounting Policies in Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Cash Flows from Operating Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 28, 2023 | June 29, 2022 | |||||||||
| Net cash provided by operating activities | $ | 256.3 | $ | 252.2 | $ | 4.1 |
Net cash provided by operating activities increased due to a decrease in payments of performance-based compensation in the current year and the timing of operational receipts and payments, partially offset by an increase in income tax payments, net of refunds received and a decrease in operating income.
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Cash Flows from Investing Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 28, 2023 | June 29, 2022 | |||||||||
| Cash flows from investing activities | ||||||||||
| Payments for property and equipment | $ | (184.9) | $ | (150.3) | $ | (34.6) | ||||
| Payments for franchise restaurant acquisitions | — | (106.6) | 106.6 | |||||||
| Proceeds from sale leaseback transactions, net of related expenses | — | 20.5 | (20.5) | |||||||
| Proceeds from note receivable | 4.5 | 2.1 | 2.4 | |||||||
| Proceeds from sale of assets | 5.5 | 0.1 | 5.4 | |||||||
| Insurance recoveries | 0.7 | — | 0.7 | |||||||
| Net cash used in investing activities | $ | (174.2) | $ | (234.2) | $ | 60.0 |
Net cash used in investing activities decreased primarily due to $106.6 million of cash consideration paid for the purchase of 68 Chili’s restaurants in fiscal 2022, partially offset by proceeds of $20.5 million received from the sale leaseback transactions on six of the acquired restaurants in fiscal 2022. Additionally, capital expenditures increased in fiscal 2023 primarily for construction of new restaurants, new equipment purchases, and increased capital maintenance, partially offset by the reduction in scope of the Chili’s remodel initiative and reduced technology spend.
Cash Flows from Financing Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 28, 2023 | June 29, 2022 | |||||||||
| Cash flows from financing activities | ||||||||||
| Borrowings on revolving credit facility | $ | 765.0 | $ | 720.5 | $ | 44.5 | ||||
| Payments on revolving credit facility | (875.0) | (620.5) | (254.5) | |||||||
| Proceeds from issuance of long-term debt | 350.0 | — | 350.0 | |||||||
| Payments on long-term debt | (322.1) | (23.7) | (298.4) | |||||||
| Purchases of treasury stock | (5.0) | (100.9) | 95.9 | |||||||
| Proceeds from issuance of treasury stock | 12.5 | 0.4 | 12.1 | |||||||
| Payments for debt issuance costs | (5.3) | (3.1) | (2.2) | |||||||
| Payments of dividends | (0.6) | (1.1) | 0.5 | |||||||
| Net cash used in financing activities | $ | (80.5) | $ | (28.4) | $ | (52.1) |
Net cash used in financing activities increased primarily due to the payoff of the $300.0 million 3.875% notes and $110.0 million of net repayment activity in fiscal 2023 compared to $100.0 million of net borrowing activity in fiscal 2022 on the revolving credit facility, partially offset by proceeds from issuance of the $350.0 million 8.250% notes (the “2030 Notes”), a decrease in share repurchases and an increase in proceeds from employee stock option exercises.
Revolving Credit Facility
On May 2, 2023, we amended our $800.0 million revolving credit facility to increase the capacity to $900.0 million and to adopt SOFR as the new benchmark rate, replacing LIBOR. During fiscal 2023, we incurred and capitalized $0.5 million of debt issuance costs associated with the revolving credit facility, which are included in Other assets in the Consolidated Balance Sheets.
The $900.0 million revolving credit facility, as amended, matures on August 18, 2026 and bears interest of SOFR plus an applicable margin of 1.500% to 2.250% and an undrawn commitment fee of 0.250% to 0.350%, both based on a function of our debt-to-cash-flow ratio. As of June 28, 2023, our interest rate was 6.952% consisting of SOFR
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of 5.102% plus the applicable margin and spread adjustment of 1.850%. As of June 28, 2023, there was $738.7 million of borrowing capacity under the revolving credit facility.
On May 15, 2023, our $300.0 million 3.875% notes matured and the payoff was funded with borrowings from our revolving credit facility.
On June 27, 2023, we issued $350.0 million of 8.250% senior notes due July 15, 2030 and used $340.0 million of the proceeds to reduce outstanding borrowings on the revolver. The 2030 Notes require semi-annual interest payments in arrears, on each January 15 and July 15, beginning on January 15, 2024. During fiscal 2023, we incurred and capitalized $5.7 million of debt issuance costs associated with the 2030 Notes, which are included in Long-term debt and finance leases, less current installments in the Consolidated Balance Sheets.
As of June 28, 2023, we were in compliance with our covenants pursuant to the $900.0 million revolving credit facility and under the terms of the indentures governing our 2024 Notes and 2030 Notes. Refer to Note 8 - Debt within Part II, Item 8 - Financial Statements and Supplementary Data for further information about our notes and revolving credit facility.
Share Repurchase Program
In fiscal 2022, our Board of Directors approved a $300.0 million share repurchase program, and the Company repurchased 2.3 million shares of our common stock for $96.0 million. The Company did not repurchase any shares under the repurchase program in fiscal 2023. Our share repurchase program is used to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards. We evaluate potential share repurchases under our plan based on several factors, including our cash position, share price, operational liquidity, proceeds from divestitures, borrowings and planned investment and financing needs. Repurchased shares are reflected as an increase in Treasury stock within Shareholders’ deficit in the Consolidated Balance Sheets.
In fiscal 2023, we repurchased 0.1 million shares of our common stock for $5.0 million, all of which were purchased from team members to satisfy tax withholding obligations on the vesting of restricted shares. These withheld shares of common stock are not considered common stock repurchases under our authorized common stock repurchase plan. On June 28, 2023, we had $204.0 million of authorized repurchases remaining under the share repurchase program.
Dividend Program
In the fourth quarter of fiscal 2020, our Board of Directors voted to suspend the quarterly cash dividend due to uncertainty surrounding the duration of closures of our dining rooms and other restrictions mandated by state and local governments in response to the COVID-19 pandemic.
Future decisions to reinstate the dividend program to pay, or to increase or decrease dividends, are at the discretion of the Board of Directors and will be dependent on our operating performance, financial condition, capital expenditure requirements, limitations on cash distributions pursuant to the terms and conditions of our revolving credit facility and applicable law, and such other factors that the Board of Directors considers relevant.
Cash Flow Outlook
Cash flow from operations typically provides the company with a significant source of liquidity. During fiscal 2023, all our domestic Company-owned and franchise restaurants operated with no state or local restrictions. Additionally, during fiscal 2023, we increased the capacity under our revolving credit facility by $100.0 million and issued new $350.0 million senior notes that mature in 2030.
As a result of uncertainties in the near-term macro environment, including supply chain challenges, and commodity and labor inflation, we continue to focus on cash flow generation and maintaining a solid and flexible financial position to execute our long-term strategy of investing in our business. We continue to monitor the macro environment and will adjust our overall approach to capital allocation, including share repurchases, as events and macroeconomic trends unfolds.
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Based on the current level of operations, we believe that our current cash and cash equivalents, coupled with cash generated from operations and availability under our existing revolving credit facility will be adequate to meet our capital expenditure and working capital needs for at least the next twelve months, including the repayment of current debt obligations.
Future Commitments and Contractual Obligations
Payments due under our contractual obligations for outstanding indebtedness, leases and purchase obligations as of June 28, 2023 are as follows:
| Payments Due by Period | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | Total | ||||||||||||||
| Long-term debt(1) | $ | — | $ | 350.0 | $ | 161.3 | $ | 350.0 | $ | 861.3 | ||||||||
| Interest(2) | 44.9 | 88.9 | 59.2 | 72.2 | 265.2 | |||||||||||||
| Finance leases(3) | 13.7 | 20.4 | 15.1 | 40.1 | 89.3 | |||||||||||||
| Operating leases(3) | 179.4 | 342.4 | 277.0 | 944.5 | 1,743.3 | |||||||||||||
| Purchase obligations(4) | 30.0 | 38.3 | 2.5 | — | 70.8 |
(1)Long-term debt consists of principal amounts owed on the 5.000% and 8.250% notes and the revolving credit facility. As of June 28, 2023, $738.7 million of credit is available under the revolving credit facility. The revolving credit facility is due in August 2026.
(2)Interest consists of remaining interest payments on the 5.000% and 8.250% notes totaling $230.2 million and remaining interest payments on the revolver totaling $35.0 million. The interest rates on the notes are fixed whereas the interest rate on the revolver is variable based on SOFR and our applicable margin. We have assumed that the revolver balance carried will be $161.3 million until the maturity date of August 18, 2026 using the interest rate of 6.952%, which is the total of SOFR plus our applicable margin as of June 28, 2023.
(3)Finance leases and Operating leases total future lease payments represent the contractual obligations due under the lease agreements, including cancellable option periods where we are reasonably assured to exercise the options. As of June 28, 2023, these total future lease payments included non-cancelable lease commitments of $63.6 million for finance leases and $1,067.6 million for operating leases.
(4)Purchase obligations are defined as an agreement to purchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our purchase obligations primarily consist of long-term obligations for the purchase of fountain beverages, software and professional services contracts, as well as non-cancellable insurance premiums, and exclude agreements that are cancellable without significant penalty.
Off -Balance Sheet Arrangements
We have entered into certain pre-commencement leases as disclosed in Note 7 - Leases and have obligations for guarantees on certain lease agreements and letters of credit as disclosed in Note 9 - Commitments and Contingencies included within Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements of this Annual Report on Form 10-K.
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FY 2022 10-K MD&A
SEC filing source: 0000703351-22-000036.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand our Company, our operations and our current operating environment. For an understanding of the significant factors that influenced our performance, the MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes to Consolidated Financial Statements included in Part II, Item 8 - Financial Statements and Supplementary Data of our Annual Report. Our MD&A consists of the following sections:
•Overview - a brief description of our business and a discussion on the financial impact of the COVID-19 pandemic and other trends impacting our business
•Results of Operations - an analysis of the Consolidated Statements of Comprehensive Income included in the Consolidated Financial Statements
•Liquidity and Capital Resources - an analysis of cash flows, including capital expenditures, aggregate contractual obligations, share issuance and repurchase activity, and known trends that may impact liquidity
•Off-Balance Sheet Arrangements - a discussion of the off-balance sheet arrangements entered into by us
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•Critical Accounting Estimates - a discussion of accounting policies that require critical judgments and estimates including recent accounting pronouncements
The following MD&A includes a discussion comparing our results in fiscal 2022 to fiscal 2021. For a discussion comparing our results from fiscal 2021 to fiscal 2020, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, filed with the SEC on August 26, 2021.
The Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States, and include the accounts of Brinker International, Inc. and our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. We have a 52 or 53 week fiscal year ending on the last Wednesday in June. We utilize a 13 week accounting period for quarterly reporting purposes, except in years containing 53 weeks when the fourth quarter contains 14 weeks. Fiscal 2022 and Fiscal 2020, which ended on June 29, 2022 and June 24, 2020, respectively, each contained 52 weeks. Fiscal 2021, which ended on June 30, 2021, contained 53 weeks. All amounts within the MD&A are presented in millions unless otherwise specified.
OVERVIEW
We are principally engaged in the ownership, operation, development, and franchising of the Chili’s® Grill & Bar (“Chili’s”) and Maggiano’s Little Italy® (“Maggiano’s”) restaurant brands, as well as virtual brands including It’s Just Wings® and Maggiano’s Italian Classics®. Our two restaurant brands, Chili’s and Maggiano’s, are both operating segments and reporting units. Refer to Part I, Item 1 - Business of this document for additional information about our business and operational strategies.
Impact of COVID-19 Pandemic
The number of open dining rooms and the dining room capacity restrictions have fluctuated over the course of the pandemic based on state and local mandates and has resulted in significant adverse impacts to our guest traffic and sales primarily in fiscal 2021 and fiscal 2020. In fiscal 2022, we have experienced limited product shortages and service disruptions in our supply chain, limited availability of labor to operate our restaurants due to a tight labor market and an increase in employee turnover. It is possible that supply chain and labor shortages or disruptions could continue or increase in future periods if demand for goods, transportation and labor remains high. Additional impacts to the business may arise that we are not aware of currently. We will continue to closely monitor and adapt to the evolving situation.
Impact of Inflation
In fiscal 2022, inflation did have a material impact on our operations resulting in an increase of high single digits to Food and beverage costs and Restaurant labor and we reasonably expect inflation to be in the mid-teens in fiscal 2023. Increases in inflation could have a severe impact on the United States or global economies and have an adverse impact on our business, financial condition and results of operations. If commodity pricing and labor costs increase significantly, we may not be able to adjust menu prices to sufficiently offset the effect of the various cost increases without negatively impacting consumer demand.
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RESULTS OF OPERATIONS
The following table sets forth selected operating data:
| Fiscal Years Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 29, 2022 | June 30, 2021(2) | ||||||||||||
| Dollars | As a percentage(1) | Dollars | As a percentage(1) | ||||||||||
| Revenues | |||||||||||||
| Company sales | $ | 3,712.1 | 97.6 | % | $ | 3,279.0 | 98.2 | % | |||||
| Franchise and other revenues | 92.0 | 2.4 | % | 58.8 | 1.8 | % | |||||||
| Total revenues | 3,804.1 | 100.0 | % | 3,337.8 | 100.0 | % | |||||||
| Operating costs and expenses | |||||||||||||
| Food and beverage costs | 1,048.5 | 28.2 | % | 867.8 | 26.4 | % | |||||||
| Restaurant labor | 1,288.1 | 34.7 | % | 1,108.2 | 33.8 | % | |||||||
| Restaurant expenses | 968.3 | 26.1 | % | 858.5 | 26.2 | % | |||||||
| Depreciation and amortization | 164.4 | 4.3 | % | 150.2 | 4.5 | % | |||||||
| General and administrative | 144.1 | 3.8 | % | 134.8 | 4.0 | % | |||||||
| Other (gains) and charges | 31.2 | 0.8 | % | 19.0 | 0.6 | % | |||||||
| Total operating costs and expenses | 3,644.6 | 95.8 | % | 3,138.5 | 94.0 | % | |||||||
| Operating income | 159.5 | 4.2 | % | 199.3 | 6.0 | % | |||||||
| Interest expenses | 46.1 | 1.2 | % | 56.2 | 1.7 | % | |||||||
| Other income, net | (1.8) | 0.0 | % | (2.1) | (0.1) | % | |||||||
| Income before income taxes | 115.2 | 3.0 | % | 145.2 | 4.4 | % | |||||||
| Provision (benefit) for income taxes | (2.4) | (0.1) | % | 13.6 | 0.5 | % | |||||||
| Net income | $ | 117.6 | 3.1 | % | $ | 131.6 | 3.9 | % |
(1)Food and beverage costs, Restaurant labor and Restaurant expenses are calculated based on a percentage of Company sales. All others are calculated as a percentage of Total revenues.
(2)Fiscal 2021, which ended on June 30, 2021, contained 53 weeks. The impact of the 53rd week in fiscal 2021 resulted in an increase in Total revenues. While certain expenses increased in direct relationship to additional revenues from the 53rd week, other expenses, such as fixed costs, are incurred on a calendar month basis.
Revenues
Revenues are presented in two separate captions in the Consolidated Statements of Comprehensive Income to provide more clarity around Company-owned restaurant revenues and operating expenses trends:
•Company sales include revenues generated by the operation of Company-owned restaurants including sales from gift card redemptions and virtual brands.
•Franchise and other revenues include gift card breakage, royalties, Maggiano’s banquet service charge income, delivery income, digital entertainment revenue, advertising revenue, franchise and development fees, gift card equalization, merchandise income and gift card discount costs from third-party gift card sales.
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The following is a summary of the change in Total revenues:
| Total Revenues | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Chili’s | Maggiano’s | Total Revenues | ||||||||
| Fiscal year ended June 30, 2021 | $ | 3,059.9 | $ | 277.9 | $ | 3,337.8 | ||||
| Change from: | ||||||||||
| Comparable restaurant sales(1) | 239.5 | 140.3 | 379.8 | |||||||
| 53rd week in Fiscal 2021 | (62.5) | (6.9) | (69.4) | |||||||
| Restaurant acquisitions(2) | 108.0 | — | 108.0 | |||||||
| Restaurant openings | 13.5 | — | 13.5 | |||||||
| Restaurant relocations | 0.5 | — | 0.5 | |||||||
| Restaurant closures | 0.7 | — | 0.7 | |||||||
| Company sales | 299.7 | 133.4 | 433.1 | |||||||
| Royalties(3) | 3.7 | 0.2 | 3.9 | |||||||
| Franchise fees and other revenues(4) | 16.3 | 13.0 | 29.3 | |||||||
| Franchise and other revenues | 20.0 | 13.2 | 33.2 | |||||||
| Fiscal year ended June 29, 2022 | $ | 3,379.6 | $ | 424.5 | $ | 3,804.1 |
(1)Comparable restaurant sales increased due to higher dining room and delivery sales and traffic during fiscal 2022 partially offset by lower To-Go sales.
(2)We acquired 68 Chili’s restaurants from three former franchisees in fiscal 2022. The revenues generated by these restaurants since each respective acquisition date are included in Company sales.
(3)Royalties are based on franchise sales and our franchisees generated sales of approximately $814.7 million in fiscal 2022 and $780.7 million including $18.1 million from the additional operating week in fiscal 2021.
(4)Franchise fees and other revenues increased primarily due to incremental gift card breakage resulting from a change in estimate.
The table below presents the percentage change in comparable restaurant sales and restaurant capacity for fiscal 2022 compared to fiscal 2021:
| ComparableSales(1) | Price Impact | Mix-Shift Impact(2) | Traffic Impact | Restaurant Capacity(3) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company-owned | 12.3 | % | 3.3 | % | 4.7 | % | 4.3 | % | 4.7 | % | ||||
| Chili’s | 8.6 | % | 3.3 | % | 2.6 | % | 2.7 | % | 4.9 | % | ||||
| Maggiano’s | 53.0 | % | 2.9 | % | 16.4 | % | 33.7 | % | 0.0 | % | ||||
| Franchise(4) | 19.2 | % | ||||||||||||
| U.S. | 7.5 | % | ||||||||||||
| International | 28.9 | % | ||||||||||||
| Chili’s domestic(5) | 8.3 | % | ||||||||||||
| System-wide(6) | 13.2 | % |
(1)Comparable Restaurant Sales include all restaurants that have been in operation for more than 18 months. Restaurants temporarily closed 14 days or more are excluded from Comparable Restaurant Sales. Percentage amounts are calculated based on the comparable periods year-over-year.
(2)Mix-Shift is calculated as the year-over-year percentage change in Company sales resulting from the change in menu items ordered by guests.
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(3)Restaurant Capacity is measured by sales weeks and is calculated based on comparable periods year-over-year, including the effect of the acquisition of 68 Chili’s restaurants in fiscal 2022. No adjustments have been made to capacity for temporary closures.
(4)Chili’s and Maggiano’s franchise sales generated by franchisees are not included in Total revenues in the Consolidated Statements of Comprehensive Income; however, we generate royalty revenues and advertising fees based on franchisee revenues, where applicable. We believe presenting Franchise Comparable Restaurant Sales provides investors relevant information regarding total brand performance.
(5)Chili’s domestic Comparable Restaurant Sales percentages are derived from sales generated by Company-owned and franchise-operated Chili’s restaurants in the United States.
(6)System-wide Comparable Restaurant Sales are derived from sales generated by Chili’s and Maggiano’s Company-owned and franchise-operated restaurants.
Costs and Expenses
The following is a summary of the changes in Costs and Expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 29, 2022 | June 30, 2021 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 1,048.5 | 28.2 | % | $ | 867.8 | 26.4 | % | $ | (180.7) | (1.8) | % | ||||||||
| Restaurant labor | 1,288.1 | 34.7 | % | 1,108.2 | 33.8 | % | (179.9) | (0.9) | % | |||||||||||
| Restaurant expenses | 968.3 | 26.1 | % | 858.5 | 26.2 | % | (109.8) | 0.1 | % | |||||||||||
| Depreciation and amortization | 164.4 | 150.2 | (14.2) | |||||||||||||||||
| General and administrative | 144.1 | 134.8 | (9.3) | |||||||||||||||||
| Other (gains) and charges | 31.2 | 19.0 | (12.2) | |||||||||||||||||
| Interest expenses | 46.1 | 56.2 | 10.1 | |||||||||||||||||
| Other income, net | (1.8) | (2.1) | (0.3) |
As a percentage of Company sales:
•Food and beverage costs increased 1.8%, consisting of 2.4% of higher poultry, meat and other commodity costs due to supply chain constraints and inflationary pressures and 0.3% of unfavorable menu item mix, partially offset by 0.9% of favorable menu pricing.
•Restaurant labor increased 0.9%, consisting of 1.6% of higher hourly restaurant labor costs primarily due to increased wage rates, training and overtime and 0.5% of higher manager salaries and training resulting from merit increases and greater than normal manager turnover, partially offset by 1.0% of sales leverage and 0.2% of lower manager bonus expenses.
•Restaurant expenses decreased 0.1%, consisting of 1.6% of sales leverage and 0.4% of lower delivery fee expenses due to changes in sales channel mix, partially offset by 0.5% of higher repairs and maintenance expenses, 0.4% of higher utilities expenses, 0.3% of higher advertising expenses, 0.2% of higher workers’ compensation and general liability expenses and 0.5% of higher other restaurant expenses.
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Depreciation and amortization increased $14.2 million as follows:
| Depreciation and Amortization | ||
|---|---|---|
| Fiscal year ended June 30, 2021 | $ | 150.2 |
| Change from: | ||
| Additions for existing and new restaurant assets | 20.5 | |
| Acquisition of Chili’s restaurants(1) | 6.0 | |
| Finance leases | 4.9 | |
| Corporate assets | 1.8 | |
| Retirements and fully depreciated restaurant assets | (18.6) | |
| Other | (0.4) | |
| Fiscal year ended June 29, 2022 | $ | 164.4 |
(1)Represents the incremental depreciation and amortization of the assets and finance leases related to the 68 Chili’s restaurants acquired in fiscal 2022.
General and administrative expenses increased $9.3 million as follows:
| General and Administrative | ||
|---|---|---|
| Fiscal year ended June 30, 2021 | $ | 134.8 |
| Change from: | ||
| Defined contribution plan employer expenses(1) | 6.4 | |
| Payroll-related expenses | 3.2 | |
| Professional fees | 3.2 | |
| Travel and entertainment expenses | 1.4 | |
| Recruiting | 1.3 | |
| Stock-based compensation | 1.1 | |
| Performance-based compensation(2) | (10.3) | |
| Other | 3.0 | |
| Fiscal year ended June 29, 2022 | $ | 144.1 |
(1)Defined contribution plan employer expenses increased due to the reinstatement of employer matching contributions related to the Company’s 401(k) plan that were temporarily suspended from May 2020 through December 2020. Employer matching contributions were reinstated beginning January 1, 2021.
(2)Performance based compensation decreased in fiscal 2022 due to lower business performance metrics compared to targets.
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Other (gains) and charges consisted of the following (for further details, refer to Note 5 - Other Gains and Charges):
| Fiscal Years Ended | ||||||
|---|---|---|---|---|---|---|
| June 29, 2022 | June 30, 2021 | |||||
| Restaurant impairment charges | $ | 8.3 | $ | 3.0 | ||
| Remodel-related costs | 4.9 | 2.3 | ||||
| Restaurant closure charges | 3.7 | 2.4 | ||||
| Lease contingencies | 3.1 | 2.2 | ||||
| Enterprise system implementation costs | 2.4 | — | ||||
| Acquisition-related costs, net | 1.6 | — | ||||
| Loss from natural disasters, net of (insurance recoveries) | 1.1 | 2.9 | ||||
| COVID-19 related charges | 0.5 | 3.3 | ||||
| Other | 5.6 | 2.9 | ||||
| $ | 31.2 | $ | 19.0 |
Interest expenses decreased $10.1 million due to lower interest rates and average borrowing balances on our revolving credit facility in fiscal 2022.
Income Taxes
| Fiscal Years Ended | |||||
|---|---|---|---|---|---|
| June 29, 2022 | June 30, 2021 | ||||
| Effective income tax rate | (2.1) | % | 9.4 | % |
The federal statutory tax rate was 21.0% for both fiscal 2022 and 2021. Our effective income tax rates for fiscal 2022 and 2021 were lower than the federal statutory tax rate primarily due to the leverage of the FICA tip tax credit relative to Income before income taxes.
Segment Results
Chili’s Segment
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 29, 2022 | June 30, 2021(1) | Dollars | % | |||||||||||
| Company sales | $ | 3,305.4 | $ | 3,005.7 | $ | 299.7 | 10.0 | % | ||||||
| Royalties | 34.0 | 30.3 | 3.7 | 12.2 | % | |||||||||
| Franchise fees and other revenues | 40.2 | 23.9 | 16.3 | 68.2 | % | |||||||||
| Franchise and other revenues | 74.2 | 54.2 | 20.0 | 36.9 | % | |||||||||
| Total revenues | $ | 3,379.6 | $ | 3,059.9 | $ | 319.7 | 10.4 | % |
(1)Fiscal 2021, which ended on June 30, 2021, contained 53 weeks. The impact of the 53rd week in fiscal 2021 resulted in an increase in Total revenues. While certain expenses increased in direct relationship to additional revenues from the 53rd week, other expenses, such as fixed costs, are incurred on a calendar month basis.
Chili’s Total revenues increased 10.4% primarily due to dining room sales growth, the acquisition of 68 Chili’s restaurants from three former franchisees, higher delivery sales, and five new restaurant openings, partially offset by decreased To-Go sales. Refer to the “Revenues” section above for further details about Chili’s revenues changes.
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The following is a summary of the changes in Chili’s operating costs and expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 29, 2022 | June 30, 2021 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 945.9 | 28.6 | % | $ | 803.5 | 26.7 | % | $ | (142.4) | (1.9) | % | ||||||||
| Restaurant labor | 1,146.5 | 34.7 | % | 1,014.2 | 33.7 | % | (132.3) | (1.0) | % | |||||||||||
| Restaurant expenses | 849.8 | 25.7 | % | 765.6 | 25.5 | % | (84.2) | (0.2) | % | |||||||||||
| Depreciation and amortization | 139.8 | 124.3 | (15.5) | |||||||||||||||||
| General and administrative | 33.3 | 27.4 | (5.9) | |||||||||||||||||
| Other (gains) and charges | 23.3 | 12.7 | (10.6) |
As a percentage of Company sales:
•Chili’s Food and beverage costs increased 1.9%, including 2.7% of higher poultry, meat and other commodity costs resulting from supply chain constraints and inflationary pressures, partially offset by 0.8% of increased menu pricing.
•Chili’s Restaurant labor increased 1.0%, including 1.5% of higher restaurant hourly labor costs primarily due to increased wage rates, training and overtime and 0.6% of higher manager salaries and training due to merit increases and greater than normal manager turnover, partially offset by 0.7% of sales leverage, 0.3% of lower manager bonus expenses and 0.1% of lower other restaurant labor costs.
•Chili’s Restaurant expenses increased 0.2%, including 0.4% of higher repairs and maintenance expenses, 0.4% of higher utilities expenses, 0.3% of higher rent expenses, 0.3% of higher advertising expenses and 0.3% of higher other restaurant expense. These increases were partially offset by 1.1% of sales leverage, and 0.4% of lower delivery fee expenses due to changes in sales channel mix.
Chili’s Depreciation and amortization increased $15.5 million as follows:
| Depreciation and Amortization | ||
|---|---|---|
| Fiscal year ended June 30, 2021 | $ | 124.3 |
| Change from: | ||
| Additions for new and existing restaurant assets | 19.4 | |
| Acquisition of Chili’s restaurants(1) | 6.0 | |
| Finance leases | 4.6 | |
| Retirements and fully depreciated restaurant assets | (14.1) | |
| Other | (0.4) | |
| Fiscal year ended June 29, 2022 | $ | 139.8 |
(1) Represents the incremental depreciation and amortization of the assets and finance leases related to the 68 Chili’s restaurants acquired in fiscal 2022.
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Chili’s General and administrative increased $5.9 million as follows:
| General and Administrative | ||
|---|---|---|
| Fiscal year ended June 30, 2021 | $ | 27.4 |
| Change from: | ||
| Defined contribution plan employer expenses(1) | 5.1 | |
| Recruiting | 1.2 | |
| Payroll-related expenses | 0.9 | |
| Travel and entertainment expenses | 0.7 | |
| Professional fees | 0.1 | |
| Stock-based compensation | 0.1 | |
| Performance-based compensation | (2.7) | |
| Other | 0.5 | |
| Fiscal year ended June 29, 2022 | $ | 33.3 |
(1) Defined contribution plan employer expenses increased due to the reinstatement of employer matching contributions related to the Company’s 401(k) plan that were temporarily suspended from May 2020 through December 2020. Employer matching contributions were reinstated beginning January 1, 2021.
Chili’s Other (gains) and charges consisted of the following (for further details, refer to Note 5 - Other Gains and Charges):
| Fiscal Years Ended | ||||||
|---|---|---|---|---|---|---|
| June 29, 2022 | June 30, 2021 | |||||
| Restaurant impairment charges | $ | 8.1 | $ | 2.6 | ||
| Remodel-related costs | 4.8 | 2.3 | ||||
| Restaurant closure charges | 3.6 | 2.2 | ||||
| Acquisition of franchise restaurants-related costs | 1.6 | — | ||||
| Loss from natural disasters, net of (insurance recoveries) | 1.1 | 1.5 | ||||
| COVID-19 related charges | 0.3 | 2.7 | ||||
| Other | 3.8 | 1.4 | ||||
| $ | 23.3 | $ | 12.7 |
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Maggiano’s Segment
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 29, 2022 | June 30, 2021(1) | Dollars | % | |||||||||||
| Company sales | $ | 406.7 | $ | 273.3 | $ | 133.4 | 48.8 | % | ||||||
| Royalties | 0.4 | 0.2 | 0.2 | 100.0 | % | |||||||||
| Franchise fees and other revenues | 17.4 | 4.4 | 13.0 | 295.5 | % | |||||||||
| Franchise and other revenues | 17.8 | 4.6 | 13.2 | 287.0 | % | |||||||||
| Total revenues | $ | 424.5 | $ | 277.9 | $ | 146.6 | 52.8 | % |
(1)Fiscal 2021, which ended on June 30, 2021, contained 53 weeks. The impact of the 53rd week in fiscal 2021 resulted in an increase in Total revenues. While certain expenses increased in direct relationship to additional revenues from the 53rd week, other expenses, such as fixed costs, are incurred on a calendar month basis.
Maggiano’s Total revenues increased 52.8% primarily due to higher dining and banquet room sales and traffic. Refer to the “Revenues” section above for further details about Maggiano’s revenues changes.
The following is a summary of the changes in Maggiano’s operating costs and expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 29, 2022 | June 30, 2021 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 102.6 | 25.2 | % | $ | 64.3 | 23.5 | % | $ | (38.3) | (1.7) | % | ||||||||
| Restaurant labor | 141.6 | 34.8 | % | 94.0 | 34.4 | % | (47.6) | (0.4) | % | |||||||||||
| Restaurant expenses | 117.9 | 29.0 | % | 92.1 | 33.7 | % | (25.8) | 4.7 | % | |||||||||||
| Depreciation and amortization | 13.4 | 13.8 | 0.4 | |||||||||||||||||
| General and administrative | 8.0 | 5.8 | (2.2) | |||||||||||||||||
| Other (gains) and charges | 0.0 | 1.4 | 1.4 |
As a percentage of Company sales:
•Maggiano’s Food and beverage costs increased 1.7%, including 2.2% of unfavorable commodity pricing, partially offset by 0.4% of increased menu pricing and 0.1% of favorable menu item mix.
•Maggiano’s Restaurant labor increased 0.4%, including 3.1% of higher restaurant hourly labor costs primarily due to increased wage rates, training and overtime, and 1.9% of higher manager salaries, training and bonus expenses, partially offset by 4.6% of sales leverage.
•Maggiano’s Restaurant expenses decreased 4.7%, including 8.8% of sales leverage, partially offset by 1.4% of higher supervision expenses, 0.9% of higher repairs and maintenance expenses, 0.9% of higher advertising expenses, 0.6% of higher utilities expenses and 0.3% of higher rent expenses.
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LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Cash Flows from Operating Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 29, 2022 | June 30, 2021 | |||||||||
| Net cash provided by operating activities | $ | 252.2 | $ | 369.7 | $ | (117.5) |
Net cash provided by operating activities decreased due to the current year repayment of the first installment of $27.2 million of payroll taxes that were previously deferred under the CARES Act, an increase in payments of performance based compensation and bonuses in the current year, and the timing of operational receipts and payments.
Cash Flows from Investing Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 29, 2022 | June 30, 2021 | |||||||||
| Cash flows from investing activities | ||||||||||
| Payments for property and equipment | $ | (150.3) | $ | (94.0) | $ | (56.3) | ||||
| Payments for franchise restaurant acquisitions | (106.6) | — | (106.6) | |||||||
| Proceeds from sale leaseback transactions, net of related expenses | 20.5 | — | 20.5 | |||||||
| Proceeds from note receivable | 2.1 | 1.5 | 0.6 | |||||||
| Proceeds from sale of assets | 0.1 | 1.6 | (1.5) | |||||||
| Net cash used in investing activities | $ | (234.2) | $ | (90.9) | $ | (143.3) |
Net cash used in investing activities increased primarily due to $106.6 million of cash consideration paid for the purchase of 68 Chili’s restaurants from three former franchisees, partially offset by proceeds of $20.5 million received from the sale leaseback transactions on six of the acquired restaurants. Additionally, capital expenditures increased in fiscal 2022 primarily for equipment purchases and an increase in the pace of the Chili’s remodel initiative.
Cash Flows from Financing Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 29, 2022 | June 30, 2021 | |||||||||
| Cash flows from financing activities | ||||||||||
| Borrowings on revolving credit facility | $ | 720.5 | $ | 43.4 | $ | 677.1 | ||||
| Payments on revolving credit facility | (620.5) | (345.0) | (275.5) | |||||||
| Purchases of treasury stock | (100.9) | (4.2) | (96.7) | |||||||
| Payments on long-term debt | (23.7) | (20.0) | (3.7) | |||||||
| Payments of dividends | (1.1) | (1.5) | 0.4 | |||||||
| Proceeds from issuance of treasury stock | 0.4 | 30.7 | (30.3) | |||||||
| Payments for debt issuance costs | (3.1) | (2.2) | (0.9) | |||||||
| Net cash used in financing activities | $ | (28.4) | $ | (298.8) | $ | 270.4 |
Net cash used in financing activities decreased primarily due to $100.0 million of net borrowing activity in fiscal 2022 compared to $301.6 million of net repayment activity in fiscal 2021 on the revolving credit facility, partially
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offset by an increase in share repurchases following the reinstatement of the share repurchase program in August 2021 and a decrease in proceeds from employee stock option exercises.
Revolving Credit Facility
On August 18, 2021, we amended our existing $1.0 billion revolving credit facility to an $800.0 million revolving credit facility. Net borrowings of $100.0 million were drawn during fiscal 2022 on the revolving credit facility. As of June 29, 2022, $528.7 million was available under the new revolving credit facility.
The $800.0 million revolving credit facility, as amended, matures on August 18, 2026 and bears interest of LIBOR plus an applicable margin of 1.500% to 2.250% and an undrawn commitment fee of 0.250% to 0.350%, both based on a function of our debt-to-cash-flow ratio. As of June 29, 2022, our interest rate was 3.375% consisting of LIBOR of 1.625% plus the applicable margin of 1.750%. During fiscal 2022, we incurred and capitalized $3.1 million of debt issuance costs associated with the new revolver, which are included in Other assets in the Consolidated Balance Sheets.
As of June 29, 2022, we were in compliance with our covenants pursuant to the $800.0 million revolving credit facility and under the terms of the indentures governing our 3.875% notes and 5.000% notes. Refer to Note 10 - Debt within Part II, Item 8 - Financial Statements and Supplementary Data for further information about our notes and revolving credit facility.
Share Repurchase Program
Our share repurchase program is used to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards. We evaluate potential share repurchases under our plan based on several factors, including our cash position, share price, operational liquidity, proceeds from divestitures, borrowings and planned investment and financing needs. Repurchased shares are reflected as an increase in Treasury stock within Shareholders’ deficit in the Consolidated Balance Sheets.
In the fourth quarter of fiscal 2020, our share repurchase program was suspended in response to the business downturn caused by the COVID-19 pandemic. In August 2021, our Board of Directors reinstated the share repurchase program, allowing for a total available repurchase authority of $300 million. In fiscal 2022, we repurchased 2.4 million shares of our common stock for $100.9 million, including 2.3 million shares purchased as part of our share repurchase program and 0.1 million shares purchased from team members to satisfy tax withholding obligations on the vesting of restricted shares. On June 29, 2022, we had $204.0 million of authorized repurchases remaining under the share repurchase program.
Dividend Program
In the fourth quarter of fiscal 2020, our Board of Directors voted to suspend the quarterly cash dividend in response to liquidity needs created by the COVID-19 pandemic. In fiscal 2022 and fiscal 2021, dividends paid were solely related to the accrued dividends for restricted share awards that were granted prior to the suspension and vested in the applicable period. Restricted share award dividends were recorded in Other accrued liabilities for the current portion to vest within 12 months, and Other liabilities for the portion that will vest after one year. Refer to Note 13 - Shareholders’ Deficit included within Part II, Item 8 - Financial Statements and Supplementary Data for details.
Cash Flow Outlook
We believe that our various sources of capital, including future cash flows from operating activities and availability under our existing credit facility are adequate to finance operations as well as the repayment of current debt obligations within the next year. We continue to serve guests at all of our locations through our dining rooms and off-premise offerings and have resumed normal business operations in accordance with state and local mandates.
We are not aware of any other event or trend that would potentially materially affect our liquidity. In the event such a trend develops, we believe that there are sufficient funds available under our credit facility and from our internal cash generating capabilities to adequately manage our ongoing business.
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Future Commitments and Contractual Obligations
Payments due under our contractual obligations for outstanding indebtedness, leases and purchase obligations as defined by the Securities and Exchange Commission (“SEC”) as of June 29, 2022 are as follows:
| Payments Due by Period | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | Total | ||||||||||||||
| Long-term debt(1) | $ | 300.0 | $ | 350.0 | $ | 271.3 | $ | — | $ | 921.3 | ||||||||
| Interest(2) | 39.5 | 64.8 | 21.7 | — | 126.0 | |||||||||||||
| Finance leases(3) | 24.5 | 28.0 | 15.8 | 47.5 | 115.8 | |||||||||||||
| Operating leases(3) | 177.6 | 343.2 | 288.7 | 950.6 | 1,760.1 | |||||||||||||
| Purchase obligations(4) | 37.6 | 44.7 | 15.3 | — | 97.6 |
(1)Long-term debt consists of principal amounts owed on the 3.875% and 5.000% notes and the revolving credit facility. The $300.0 million 3.875% notes mature in May 2023 and are expected to be paid using availability under the revolving credit facility. As a result of our intent and ability to refinance these notes through our existing revolving credit facility, the notes are classified as long-term debt in the Consolidated Balance Sheets on June 29, 2022. As of June 29, 2022, $528.7 million of credit is available under the revolving credit facility. The revolving credit facility is due in August 2026.
(2)Interest consists of remaining interest payments on the 3.875% and 5.000% notes totaling $55.4 million and remaining interest payments on the revolver totaling $70.6 million. The interest rates on the notes are fixed whereas the interest rate on the revolver is variable based on LIBOR and our applicable margin. We have assumed that the revolver balance carried will be $271.3 million until May 2023 when the 3.875% notes will be paid using availability under the revolver, and then will increase to $571.3 million until the maturity date of August 18, 2026 using the interest rate of 3.375%, which is the total of LIBOR plus our applicable margin as of June 29, 2022.
(3)Finance leases and Operating leases total future lease payments represent the contractual obligations due under the lease agreements, including cancellable option periods where we are reasonably assured to exercise the options. As of June 29, 2022, these total future lease payments included non-cancelable lease commitments of $90.1 million for finance leases and $1,110.4 million for operating leases.
(4)Purchase obligations are defined as an agreement to purchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our purchase obligations primarily consist of long-term obligations for the purchase of fountain beverages, software, professional services contracts and electricity, and exclude agreements that are cancellable without significant penalty.
OFF-BALANCE SHEET ARRANGEMENTS
An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated entity under which the Company has: (1) made guarantees, (2) a retained or a contingent interest in transferred assets, (3) an obligation under derivative instruments classified as equity or (4) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or that engages in leasing, hedging or research and development arrangements with us.
We have entered into certain pre-commencement leases as disclosed in Note 9 - Leases and have obligations for guarantees on certain lease agreements and letters of credit as disclosed in Note 16 - Commitments and Contingencies included within Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements of this Annual Report on Form 10-K. Other than these items, we do not have any off-balance sheet arrangements.
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CRITICAL ACCOUNTING ESTIMATES
Our significant accounting policies are disclosed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies in Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements. The following discussion addresses our most critical accounting estimates, which are those that are most important to the portrayal of our financial condition and results, and that require significant judgment.
Gift Card Revenues Recognition
Proceeds from the sale of gift cards are recorded as deferred revenues and recognized as revenues when the gift cards are redeemed by the holders. Breakage income represents the value associated with the portion of gift cards sold that will most likely never be redeemed and is estimated based on our historical gift card redemption patterns and actuarial estimates. Breakage revenues are recognized proportionate to the pattern of related gift card redemptions. We recognize breakage income in Franchise and other revenues in the Consolidated Statements of Comprehensive Income.
We update our breakage rate estimate periodically and, if necessary, adjust the deferred revenues balance accordingly. If actual redemption patterns vary from our estimate, actual gift card breakage income may differ from the amounts recorded. Changing our breakage-rate assumption used to record breakage attributable to gift cards sold in fiscal 2022 by 50 basis points would result in an impact to the Consolidated Statements of Comprehensive Income of approximately $0.7 million on the current year.
Valuation of Goodwill
We assess the recoverability of goodwill related to our restaurant brands on an annual basis or more often if circumstances or events indicate impairment may exist. We may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. In considering the qualitative approach, we evaluate factors including, but not limited to, macro-economic conditions, market and industry conditions, commodity cost fluctuations, competitive environment, share price performance, results of prior impairment tests, operational stability and the overall financial performance of the reporting units.
If the qualitative assessment is not performed or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds the carrying value, the fair value of the reporting unit is calculated. We determine fair value based on a combination of market-based values and discounted projected future operating cash flows of the reporting units using a risk adjusted discount rate that is commensurate with the risk inherent in our current business model. We make assumptions regarding future revenues and cash flows, expected growth rates, terminal values and other factors which could significantly impact the fair value calculations. The carrying value of the reporting unit is compared to its estimated fair value, with any excess of carrying value over fair value deemed to be an indicator of impairment. In the event that these assumptions change in the future, we may be required to record impairment charges related to goodwill.
We consider our restaurants brands, Chili’s and Maggiano’s, to be both our operating segments and reporting units. The carrying value of goodwill as of June 29, 2022 was $195.1 million, which related to both of our reporting units. We performed our annual impairment test in the second quarter of fiscal 2022 by utilizing the qualitative approach and determined that there were no events or circumstances to indicate that it was more likely than not that the fair value of our reporting units was less than their carrying values. Additionally, no indicators of impairment were identified through the end of fiscal 2022.
Our assessment is predicated on our ability to continue to operate dining and banquet rooms and generate off-premise sales at our restaurants. Management’s judgment about the short and long term impacts of the COVID-19 pandemic could change as additional facts become known and therefore affect these conclusions. We will continue to monitor and evaluate our results and evaluate the likelihood of any potential impairment charges at our restaurants and reporting units. Sales declines at our restaurants, unplanned increases in commodity or labor costs, deterioration in overall economic conditions and challenges in the restaurant industry may result in future impairment charges. It is possible that changes in circumstances or changes in our judgments, assumptions and estimates could result in an impairment charge of a portion or all of our goodwill or other intangible assets.
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Valuation of Long-Lived Assets
We review the carrying amount of property, equipment and lease assets on an annual basis or more often if events or circumstances indicate that the carrying amount may not be recoverable. The impairment test is a two-step process. Step one includes comparing the operating cash flows of each restaurant over its remaining service life to the carrying value of the asset group. If the cash flows exceed the carrying value, then the asset group is not impaired, and no further evaluation is required. If the carrying value of the asset group exceeds its cash flows, impairment may exist and performing step two is necessary to determine the impairment loss. If the carrying amount is not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value of the asset group. We determine fair value based on discounted projected future operating cash flows of each restaurant over its remaining service life using a risk adjusted discount rate. This process requires the use of estimates and assumptions, which are subject to a high degree of judgment.
Leases
At the inception of each lease, we evaluate the lease agreement to determine whether it is an operating or finance lease. The evaluation requires significant judgments in determining the fair value of the lease asset and the lease liability and the appropriate reasonably certain lease term. Given that our lease agreements generally do not provide an implicit interest rate, we estimate our fully collateralized incremental borrowing rate corresponding with the lease terms for the purposes of determining the fair value of initial liability for each lease.
We also estimate the reasonably certain lease term at inception. The lease term commences on the date when the lessor makes the underlying property available, irrespective of the contractual lease payments schedule. When determining the length of the lease term at commencement, we consider both termination and renewal option periods available. The renewal periods included in the lease term at the inception are those during which failure to renew the lease imposes a significant penalty on us.
Lease accounting requires the application of significant judgements by management. Variation in judgements applied could result in a change of lease classification and materially different:
•Expenses such as rent, depreciation and amortization in a given reporting period
•Fair value of lease asset and lease liability at inception
•Reasonably certain lease term at inception
Income Taxes
We make certain estimates and judgments in the calculation of tax expenses, the resulting tax liabilities, and in the recoverability of deferred tax assets that arise from temporary differences between the tax and financial statement carrying amounts of existing assets and liabilities and their respective tax bases. When considered necessary, we record a valuation allowance to reduce deferred tax assets to a balance that is more likely than not to be recognized. We use an estimate of our annual effective tax rate at each interim period based on the facts and circumstances available at that time while the actual effective tax rate is calculated at year-end.
We have recorded deferred tax assets reflecting the benefit of income tax credits and state loss carryforwards, which expire in varying amounts. Realization is dependent on generating sufficient taxable income in the relevant jurisdiction prior to expiration of the income tax credits and state loss carryforwards. Although realization is not assured, management believes it is more likely than not that the recognized deferred tax assets will be realized. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income in the carryforward period are reduced.
We record a liability for unrecognized tax benefits resulting from tax positions taken, or expected to be taken, in an income tax return. We recognize any interest and penalties related to unrecognized tax benefits in Provision (benefit) for income taxes. Significant judgment is required in assessing, among other factors, the timing and amounts of deductible and taxable items. Tax reserves are evaluated and adjusted as appropriate, while taking into account the progress of audits of various taxing jurisdictions.
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In addition to the risks related to the effective tax rate described above, the effective tax rate reflected in forward-looking statements is based on current tax law. Any significant changes in the tax laws could affect these estimates.
Insurance Reserves
We are self-insured for certain losses related to health, general liability and workers’ compensation. We maintain stop loss coverage with third-party insurers to limit our total exposure. We record a liability for all unresolved claims and for an estimate of incurred but not reported claims at the anticipated cost that falls below our specified retention levels or per-claim deductible amounts. This liability represents an estimate of the ultimate cost of claims incurred and unpaid as of the balance sheet date.
In establishing our reserves, we consider certain actuarial assumptions and judgments regarding economic conditions, the frequency and severity of claims and claim development history and settlement practices. The estimated liability is not discounted and is established based upon analysis of historical data and actuarial estimates and is reviewed on a quarterly basis to ensure that the liability is appropriate. If actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.
Legal Contingencies
We are subject to various lawsuits, administrative proceedings, audits and claims arising in the ordinary course of business. Some of these lawsuits purport to be class actions and/or seek substantial damages. The outcomes of legal proceedings and claims brought against us are subject to significant uncertainty. An estimated loss from a loss contingency such as a legal proceeding or claim is accrued if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued, we evaluate, among other factors, the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our consolidated financial statements.
Effect of New Accounting Standards
The impact of new accounting pronouncements can be found at Note 1 - Nature of Operations and Summary of Significant Accounting Policies in Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements.
FY 2021 10-K MD&A
SEC filing source: 0000703351-21-000031.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand our Company, our operations and our current operating environment. For an understanding of the significant factors that influenced our performance, the MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes to Consolidated Financial Statements included in Part II, Item 8 - Financial Statements and Supplementary Data of our Annual Report. Our MD&A consists of the following sections:
•Overview - a brief description of our business and a discussion on the financial impact of the COVID-19 pandemic
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•Results of Operations - an analysis of the Consolidated Statements of Comprehensive Income included in the Consolidated Financial Statements
•Liquidity and Capital Resources - an analysis of cash flows, including capital expenditures, aggregate contractual obligations, share issuance and repurchase activity, and known trends that may impact liquidity
•Impact of Inflation - a discussion of the effect of inflation on our business
•Off-Balance Sheet Arrangements - a discussion of the off-balance sheet arrangements entered into by us
•Critical Accounting Estimates - a discussion of accounting policies that require critical judgments and estimates including recent accounting pronouncements
The following MD&A includes a discussion comparing our results in fiscal 2021 to fiscal 2020. For a discussion comparing our results from fiscal 2020 to fiscal 2019, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 24, 2020, filed with the SEC on August 24, 2020.
The Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States, and include the accounts of Brinker International, Inc. and our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. We have a 52 or 53 week fiscal year ending on the last Wednesday in June. We utilize a 13 week accounting period for quarterly reporting purposes, except in years containing 53 weeks when the fourth quarter contains 14 weeks. Fiscal 2021 ended on June 30, 2021 and contained 53 weeks. Fiscal 2020 and 2019, which ended on June 24, 2020 and June 26, 2019, respectively, each contained 52 weeks. All amounts within the MD&A are presented in millions unless otherwise specified.
OVERVIEW
We are principally engaged in the ownership, operation, development, and franchising of the Chili’s® Grill & Bar (“Chili’s”) and Maggiano’s Little Italy® (“Maggiano’s”) restaurant brands, as well as virtual brands including It’s Just Wings® and Maggiano’s Italian Classics. Our two restaurant brands, Chili’s and Maggiano’s, are both operating segments and reporting units. Refer to Part I, Item 1 - Business of this document for additional information about our business and operational strategies.
Impact of COVID-19 Pandemic
In March 2020, a novel strain of coronavirus (“COVID-19”) was declared a global pandemic and a National Public Health Emergency. Beginning in March 2020, our restaurants experienced a significant decrease in guest traffic and sales due to the spread of COVID-19, which prompted changes in consumer behavior and social distancing preferences as well as dining room closures and dining room capacity restrictions mandated or encouraged by federal, state and local governments.
In March 2020, we temporarily closed all Company-owned restaurant dining and banquet rooms, transitioned to an off-premise business model and temporarily delayed our expansion plans. Beginning on April 27, 2020, we reopened certain dining room locations as permitted by state and local mandates. For the remainder of fiscal 2020 and throughout fiscal 2021, the number of open dining rooms, and the dining room capacity restrictions fluctuated based on state and local mandates. The following table shows the percentages of our Company-owned restaurant dining rooms or patios that were open in at least a limited capacity at the end of each fiscal quarter since the beginning of the pandemic:
| Fiscal quarters ended on | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2021 | March 24, 2021 | December 23, 2020 | September 23, 2020 | June 24, 2020 | March 25, 2020 | ||||||||||||
| Open dining rooms or patios | 100.0 | % | 99.7 | % | 84.3 | % | 98.2 | % | 94.9 | % | — | % |
Chili’s and Maggiano’s ability to continue serving guests during the COVID-19 pandemic is the result of our strategic decision to invest in technology, virtual brands, and off-premise capabilities including online ordering,
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mobile app ordering, curbside service and third-party delivery. Our off-premise sales grew significantly during the COVID-19 pandemic and partially offset the lost dining room sales due to the capacity restrictions and closures. During fiscal 2021, off-premise sales represented approximately 42.2% of Company sales compared to 26.4% in fiscal 2020.
During the COVID-19 pandemic, our franchise partners also experienced regulated closures both domestically and internationally, which negatively impacted our franchise royalties.
COVID-19 Impact to Results of Operations, Liquidity and Capital Resources in Fiscal 2021
We incurred $3.3 million of net charges in Other (gains) and charges which are recorded in the Consolidated Statements of Comprehensive Income in fiscal 2021, including the following:
•employee assistance and related payroll taxes for certain team members,
•conversion of certain parking lots into dining areas, and
•initial purchases of restaurant and personal protective supplies such as face masks and hand sanitizers required to maintain open dining rooms.
We also took the following proactive precautionary measures in fiscal 2021 to preserve liquidity, reduce costs and pause non-critical projects that did not significantly impact our current operations:
•Amended our revolving credit facility in the first quarter of fiscal 2021 to extend the maturity date and provide additional borrowing flexibility.
•Temporarily reduced capital expenditures, although we have begun to strategically resume the Chili’s remodel program and construction of certain new restaurants.
•Reduced marketing, general and administrative and restaurant expenses.
•Continued the suspension of the quarterly cash dividend and the share repurchase program;
•Amended our fiscal 2018 and fiscal 2019 U.S. Income Tax Returns in order to claim additional depreciation deductions related to qualified improvement property of $4.6 million in accordance with the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). We also were able to include a benefit in our fiscal 2020 U.S. Income Tax Return related to the additional depreciation on qualified improvement property of approximately $2.0 million.
•Deferred the employer portion of certain payroll taxes, totaling $54.5 million, in accordance with the CARES Act. These taxes will be repaid in two equal installments on December 31, 2021, and December 31, 2022.
Impact on Financial Outlook
The ultimate impact of the COVID-19 pandemic cannot be reasonably estimated due to the uncertainty about the extent and duration of the spread of the virus, the availability, acceptance and efficacy of preventative vaccines, the emergence and impact of new COVID-19 variants and changing government restrictions. Additional impacts to the business may arise that we are not aware of currently. We will continue to closely monitor and adapt to the evolving situation.
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RESULTS OF OPERATIONS
The following table sets forth selected operating data:
| Fiscal Years Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2021 | June 24, 2020 | ||||||||||||
| Dollars | As a percentage(1) | Dollars | As a percentage(1) | ||||||||||
| Revenues | |||||||||||||
| Company sales | $ | 3,279.0 | 98.2 | % | $ | 3,004.9 | 97.6 | % | |||||
| Franchise and other revenues | 58.8 | 1.8 | % | 73.6 | 2.4 | % | |||||||
| Total revenues | 3,337.8 | 100.0 | % | 3,078.5 | 100.0 | % | |||||||
| Operating costs and expenses | |||||||||||||
| Food and beverage costs | 867.8 | 26.4 | % | 798.6 | 26.6 | % | |||||||
| Restaurant labor | 1,108.2 | 33.8 | % | 1,045.5 | 34.8 | % | |||||||
| Restaurant expenses | 858.5 | 26.2 | % | 825.8 | 27.5 | % | |||||||
| Depreciation and amortization | 150.2 | 4.5 | % | 162.3 | 5.3 | % | |||||||
| General and administrative | 134.8 | 4.0 | % | 136.3 | 4.4 | % | |||||||
| Other (gains) and charges | 19.0 | 0.6 | % | 47.4 | 1.5 | % | |||||||
| Total operating costs and expenses | 3,138.5 | 94.0 | % | 3,015.9 | 98.0 | % | |||||||
| Operating income | 199.3 | 6.0 | % | 62.6 | 2.0 | % | |||||||
| Interest expenses | 56.2 | 1.7 | % | 59.6 | 1.9 | % | |||||||
| Other income, net | (2.1) | (0.1) | % | (1.9) | (0.1) | % | |||||||
| Income before income taxes | 145.2 | 4.4 | % | 4.9 | 0.2 | % | |||||||
| Provision (benefit) for income taxes | 13.6 | 0.5 | % | (19.5) | (0.6) | % | |||||||
| Net income | $ | 131.6 | 3.9 | % | $ | 24.4 | 0.8 | % |
(1)Food and beverage costs, Restaurant labor and Restaurant expenses are calculated based on a percentage of Company sales. All others are calculated as a percentage of Total revenues.
Revenues
Revenues are presented in two separate captions in the Consolidated Statements of Comprehensive Income to provide more clarity around Company-owned restaurant revenues and operating expenses trends:
•Company sales include revenues generated by the operation of Company-owned restaurants including sales from gift card redemptions and virtual brands.
•Franchise and other revenues include franchise royalties, delivery fee income, gift card breakage, digital entertainment revenues, Maggiano’s banquet service charge income, franchise advertising fees, franchise and development fees, gift card equalization, merchandise income and gift card discount costs from third-party gift card sales.
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The following is a summary of the change in Total revenues:
| Total Revenues | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Chili’s | Maggiano’s | Total Revenues | ||||||||
| Fiscal year ended June 24, 2020 | $ | 2,731.7 | $ | 346.8 | $ | 3,078.5 | ||||
| Change from: | ||||||||||
| Comparable restaurant sales(1) | 215.1 | (65.0) | 150.1 | |||||||
| 53rd week in Fiscal 2021 | 62.5 | 6.9 | 69.4 | |||||||
| Restaurant openings | 21.4 | — | 21.4 | |||||||
| Restaurant relocations | 2.8 | — | 2.8 | |||||||
| Restaurant closures(2) | (19.3) | — | (19.3) | |||||||
| Restaurant acquisitions(3) | 49.7 | — | 49.7 | |||||||
| Company sales | 332.2 | (58.1) | 274.1 | |||||||
| Royalties(4) | (3.4) | — | (3.4) | |||||||
| Franchise fees and other revenues | (0.6) | (10.8) | (11.4) | |||||||
| Franchise and other revenues | (4.0) | (10.8) | (14.8) | |||||||
| Fiscal year ended June 30, 2021 | $ | 3,059.9 | $ | 277.9 | $ | 3,337.8 |
(1)Comparable restaurant sales increased due to higher off-premise sales and higher dining room guest sales and traffic during the fourth quarter of fiscal 2021. These increases were partially offset by lower dining room guest traffic during the first three quarters of fiscal 2021 resulting from temporary dining room closures, capacity limitations and our guests’ personal safety preferences related to the pandemic.
(2)Restaurant closures include the impact of permanently closed locations and temporary closures longer than 14 consecutive days.
(3)We acquired 116 Chili’s restaurants from a franchisee effective September 5, 2019. Restaurant acquisitions include the change in Company sales attributed to these restaurants over the first ten weeks of fiscal 2021. For the remainder of fiscal 2021, the change in Company sales attributed to these restaurants is included in Comparable restaurant sales.
(4)Lower royalties in fiscal 2021 were primarily due to lower dining room sales by our domestic and global franchisees due to the impacts of the COVID-19 pandemic. Royalties are based on franchise sales and our franchisees generated sales of approximately $780.7 million in fiscal 2021 including $18.1 million from the additional operating week, and $833.7 million in fiscal 2020.
The table below presents the percentage change in comparable restaurant sales and restaurant capacity for fiscal 2021 compared to fiscal 2020:
| ComparableSales(1)(2) | Price Impact | Mix-Shift Impact(3) | Traffic Impact | Restaurant Capacity(4) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company-owned | 5.1 | % | 0.6 | % | (4.3) | % | 8.8 | % | 2.2 | % | ||||
| Chili’s | 8.3 | % | 0.4 | % | (2.6) | % | 10.5 | % | 2.3 | % | ||||
| Maggiano’s | (19.8) | % | 2.3 | % | (7.7) | % | (14.4) | % | 0.0 | % | ||||
| Chili’s franchise(5) | 12.5 | % | ||||||||||||
| U.S.(4) | 13.8 | % | ||||||||||||
| International | 9.7 | % | ||||||||||||
| Chili’s domestic(6) | 8.9 | % | ||||||||||||
| System-wide(7) | 6.0 | % |
(1)Comparable Restaurant Sales include all restaurants that have been in operation for more than 18 months except acquired restaurants which are included after 12 months of ownership. Restaurants temporarily
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closed 14 days or more are excluded from comparable restaurant sales. Percentage amounts are calculated based on the comparable periods year-over-year.
(2)Comparable Restaurant Sales for Chili’s and Maggiano’s include the results of It’s Just Wings, which was launched nationally in June 2020.
(3)Mix-Shift is calculated as the year-over-year percentage change in Company sales resulting from the change in menu items ordered by guests.
(4)Restaurant Capacity is measured by sales weeks and is calculated based on comparable periods year-over-year. No adjustments have been made to capacity for temporary closures.
(5)Chili’s franchise sales generated by franchisees are not included in Total revenues in the Consolidated Statements of Comprehensive Income; however, we generate royalty revenues and advertising fees based on franchisee revenues, where applicable. We believe presenting Chili’s franchise comparable restaurant sales provides investors relevant information regarding total brand performance.
(6)Chili’s domestic Comparable Restaurant Sales percentages are derived from sales generated by Company-owned and franchise-operated Chili’s restaurants in the United States.
(7)System-wide Comparable Restaurant Sales are derived from sales generated by Company-owned Chili’s and Maggiano’s restaurants and sales generated at franchise-operated Chili’s restaurants.
Costs and Expenses
The following is a summary of the changes in Costs and Expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2021 | June 24, 2020 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 867.8 | 26.4 | % | $ | 798.6 | 26.6 | % | $ | (69.2) | 0.2 | % | ||||||||
| Restaurant labor | 1,108.2 | 33.8 | % | 1,045.5 | 34.8 | % | (62.7) | 1.0 | % | |||||||||||
| Restaurant expenses | 858.5 | 26.2 | % | 825.8 | 27.5 | % | (32.7) | 1.3 | % | |||||||||||
| Depreciation and amortization | 150.2 | 162.3 | 12.1 | |||||||||||||||||
| General and administrative | 134.8 | 136.3 | 1.5 | |||||||||||||||||
| Other (gains) and charges | 19.0 | 47.4 | 28.4 | |||||||||||||||||
| Interest expenses | 56.2 | 59.6 | 3.4 | |||||||||||||||||
| Other income, net | (2.1) | (1.9) | 0.2 |
As a percentage of Company sales:
•Food and beverage costs decreased 0.2%, consisting of 0.3% of favorable menu item mix and 0.1% of increased menu pricing, partially offset by 0.2% of unfavorable commodity pricing primarily related to cheese and poultry.
•Restaurant labor decreased 1.0%, consisting of 0.6% of lower hourly labor expenses due to reduced staffing requirements, 0.6% of sales leverage, inclusive of the impact of the additional operating week in fiscal 2021, and 0.1% of lower other labor expenses, partially offset by 0.3% of higher manager bonus expenses resulting from improved operational performance metrics compared to targets.
•Restaurant expenses decreased 1.3%, consisting of 2.0% of lower advertising expenses, 1.5% of sales leverage, inclusive of the impact of the additional operating week in fiscal 2021, and 0.3% of lower repairs and maintenance expenses, partially offset by 2.5% of higher delivery fees and supplies driven by the growth in off-premise sales.
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Depreciation and amortization decreased $12.1 million as follows:
| Depreciation and Amortization | ||
|---|---|---|
| Fiscal year ended June 24, 2020 | $ | 162.3 |
| Change from: | ||
| Retirements and fully depreciated restaurant assets | (21.8) | |
| Finance leases | (4.3) | |
| Additions for existing and new restaurant assets | 8.3 | |
| Acquisition of franchise restaurants(1) | 3.3 | |
| Corporate assets | 1.6 | |
| Other | 0.8 | |
| Fiscal year ended June 30, 2021 | $ | 150.2 |
(1)Acquisition of franchise restaurants represents the incremental depreciation and amortization of the assets and finance leases of the 116 Chili’s restaurants acquired on September 5, 2019.
General and administrative expenses decreased $1.5 million as follows:
| General and Administrative | ||
|---|---|---|
| Fiscal year ended June 24, 2020 | $ | 136.3 |
| Change from: | ||
| Defined contribution plan employer expenses(1) | (5.3) | |
| Payroll-related expenses | (1.6) | |
| Travel and entertainment expenses | (1.6) | |
| Professional fees | (0.6) | |
| Performance-based compensation(2) | 4.5 | |
| Stock-based compensation | 1.6 | |
| Other | 1.5 | |
| Fiscal year ended June 30, 2021 | $ | 134.8 |
(1) Defined contribution plan employer expenses decreased due to the temporary suspension of employer matching contributions related to the Company’s 401(k) plan from May 2020 through December 2020. Employer matching contributions were reinstated beginning January 1, 2021.
(2) Performance-based compensation increased in fiscal 2021 due to improved business performance metrics compared to targets.
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Other (gains) and charges consisted of the following (for further details, refer to Note 5 - Other Gains and Charges):
| Fiscal Years Ended | ||||||
|---|---|---|---|---|---|---|
| June 30, 2021 | June 24, 2020 | |||||
| COVID-19 related charges | $ | 3.3 | $ | 12.2 | ||
| Restaurant impairment charges | 3.0 | 19.1 | ||||
| Loss from natural disasters, net of (insurance recoveries) | 2.9 | (0.7) | ||||
| Restaurant closure charges | 2.4 | 3.8 | ||||
| Remodel-related costs | 2.3 | 3.2 | ||||
| Loss on lease contingencies | 2.2 | — | ||||
| Severance and other benefit charges | 0.5 | 3.2 | ||||
| Foreign currency transaction (gain) loss | (0.6) | 1.4 | ||||
| Other | 3.0 | 5.2 | ||||
| $ | 19.0 | $ | 47.4 |
Interest expenses decreased $3.4 million due to lower average borrowing balances on our revolving credit facility, partially offset by higher interest rates on our revolving credit facility and finance leases in fiscal 2021.
Income Taxes
| Fiscal Years Ended | |||||
|---|---|---|---|---|---|
| June 30, 2021 | June 24, 2020 | ||||
| Effective income tax rate | 9.4 | % | (398.0) | % |
The federal statutory tax rate was 21.0% for both fiscal 2021 and 2020. Our fiscal 2021 effective income tax rate of 9.4% was lower than the federal statutory tax rate primarily due to the leverage of the FICA tip tax credit relative to Income before income taxes in fiscal 2021. Our fiscal 2020 effective income tax rate benefit of 398.0% was lower than the federal statutory tax rate primarily due to near break-even Income before income taxes and a tax benefit driven by leverage of the FICA tip tax credit.
Segment Results
Chili’s Segment
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2021 | June 24, 2020 | Dollars | % | |||||||||||
| Company sales | $ | 3,005.7 | $ | 2,673.5 | $ | 332.2 | 12.4 | % | ||||||
| Royalties | 30.3 | 33.7 | (3.4) | (10.1) | % | |||||||||
| Franchise fees and other revenues | 23.9 | 24.5 | (0.6) | (2.4) | % | |||||||||
| Franchise and other revenues | 54.2 | 58.2 | (4.0) | (6.9) | % | |||||||||
| Total revenues | $ | 3,059.9 | $ | 2,731.7 | $ | 328.2 | 12.0 | % |
(1)Company restaurant expenses include Food and beverage costs, Restaurant labor, and Restaurant expenses, including advertising.
Chili’s Total revenues increased 12.0% primarily due to higher off-premise sales and higher dining room guest sales and traffic during the fourth quarter of fiscal 2021. These increases were partially offset by lower dining room guest traffic during the first three quarters of fiscal 2021 resulting from temporary dining room closures, capacity limitations and our guests’ personal safety preferences related to the pandemic. Refer to the “Revenues” section above for further details about Chili’s revenues changes.
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The following is a summary of the changes in Chili’s operating costs and expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2021 | June 24, 2020 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 803.5 | 26.7 | % | $ | 718.7 | 26.9 | % | $ | (84.8) | 0.2 | % | ||||||||
| Restaurant labor | 1,014.2 | 33.7 | % | 920.8 | 34.4 | % | (93.4) | 0.7 | % | |||||||||||
| Restaurant expenses | 765.6 | 25.5 | % | 723.7 | 27.1 | % | (41.9) | 1.6 | % | |||||||||||
| Depreciation and amortization | 124.3 | 133.9 | 9.6 | |||||||||||||||||
| General and administrative | 27.4 | 32.1 | 4.7 | |||||||||||||||||
| Other (gains) and charges | 12.7 | 35.3 | 22.6 |
As a percentage of Company sales:
•Chili’s Food and beverage costs decreased 0.2%, including 0.2% of favorable menu item mix and 0.1% of increased menu pricing, partially offset by 0.1% of unfavorable commodity pricing.
•Chili’s Restaurant labor decreased 0.7%, including 0.9% of sales leverage, inclusive of the impact of the additional operating week in fiscal 2021, and 0.2% of lower other labor expenses, partially offset by 0.2% of higher manager expenses and 0.2% of higher manager bonus expenses due to improved operational performance metrics compared to targets.
•Chili’s Restaurant expenses decreased 1.6%, including 2.2% of lower advertising expenses, 2.1% of sales leverage, inclusive of the impact of the additional operating week in fiscal 2021, and 0.2% of lower repairs and maintenance expenses, partially offset by 2.6% of higher delivery fees and supplies driven by the growth in off-premise sales and 0.3% of higher other restaurant expenses.
Chili’s Depreciation and amortization decreased $9.6 million as follows:
| Depreciation and Amortization | ||
|---|---|---|
| Fiscal year ended June 24, 2020 | $ | 133.9 |
| Change from: | ||
| Retirements and fully depreciated restaurant assets | (17.2) | |
| Finance leases | (4.2) | |
| Additions for new and existing restaurant assets | 7.9 | |
| Acquisition of franchise restaurants(1) | 3.3 | |
| Other | 0.6 | |
| Fiscal year ended June 30, 2021 | $ | 124.3 |
(1) Acquisition of Chili’s restaurants represents the incremental depreciation and amortization of the assets and finance leases of the 116 Chili’s restaurants acquired on September 5, 2019.
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Chili’s General and administrative decreased $4.7 million as follows:
| General and Administrative | ||
|---|---|---|
| Fiscal year ended June 24, 2020 | $ | 32.1 |
| Change from: | ||
| Defined contribution plan employer expenses(1) | (3.7) | |
| Payroll-related expenses | (1.5) | |
| Travel and entertainment expenses | (0.7) | |
| Performance-based compensation | 1.0 | |
| Professional fees | 0.2 | |
| Stock-based compensation | 0.1 | |
| Other | (0.1) | |
| Fiscal year ended June 30, 2021 | $ | 27.4 |
(1) Defined contribution plan employer expenses decreased due to the temporary suspension of employer matching contributions related to the Company’s 401(k) plan from May 2020 through December 2020. Employer matching contributions were reinstated beginning January 1, 2021.
Chili’s Other (gains) and charges consisted of the following (for further details, refer to Note 5 - Other Gains and Charges):
| Fiscal Years Ended | ||||||
|---|---|---|---|---|---|---|
| June 30, 2021 | June 24, 2020 | |||||
| COVID-19 related charges | $ | 2.7 | $ | 10.1 | ||
| Restaurant impairment charges | 2.6 | 15.4 | ||||
| Remodel-related costs | 2.3 | 3.2 | ||||
| Restaurant closure charges | 2.2 | 3.7 | ||||
| Loss from natural disasters, net of (insurance recoveries) | 1.5 | (0.8) | ||||
| Acquisition of franchise restaurants-related costs | — | 2.9 | ||||
| Other | 1.4 | 0.8 | ||||
| $ | 12.7 | $ | 35.3 |
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Maggiano’s Segment
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2021 | June 24, 2020 | Dollars | % | |||||||||||
| Company sales | $ | 273.3 | $ | 331.4 | $ | (58.1) | (17.5) | % | ||||||
| Royalties | 0.2 | 0.2 | — | — | % | |||||||||
| Franchise fees and other revenues | 4.4 | 15.2 | (10.8) | (71.1) | % | |||||||||
| Franchise and other revenues | 4.6 | 15.4 | (10.8) | (70.1) | % | |||||||||
| Total revenues | $ | 277.9 | $ | 346.8 | $ | (68.9) | (19.9) | % |
Maggiano’s Total revenues decreased 19.9% primarily driven by reduced dining room traffic in the first three quarters of fiscal 2021 and reduced banquet room traffic due to the COVID-19 pandemic. These declines were partially offset by higher off-premise sales and higher dining room traffic during the fourth quarter of fiscal 2021. Refer to the “Revenues” section above for further details about Maggiano’s revenues changes.
The following is a summary of the changes in Maggiano’s operating costs and expenses:
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2021 | June 24, 2020 | |||||||||||||||||||
| Dollars | % of Company Sales | Dollars | % of Company Sales | Dollars | % of Company Sales | |||||||||||||||
| Food and beverage costs | $ | 64.3 | 23.5 | % | $ | 79.9 | 24.1 | % | $ | 15.6 | 0.6 | % | ||||||||
| Restaurant labor | 94.0 | 34.4 | % | 124.7 | 37.7 | % | 30.7 | 3.3 | % | |||||||||||
| Restaurant expenses | 92.1 | 33.7 | % | 101.5 | 30.6 | % | 9.4 | (3.1) | % | |||||||||||
| Depreciation and amortization | 13.8 | 15.4 | 1.6 | |||||||||||||||||
| General and administrative | 5.8 | 5.7 | (0.1) | |||||||||||||||||
| Other (gains) and charges | 1.4 | 6.8 | 5.4 |
As a percentage of Company sales:
•Maggiano’s Food and beverage costs decreased 0.6%, including 0.4% of favorable menu item mix and 0.3% of increased menu pricing, partially offset by 0.1% of unfavorable commodity pricing.
•Maggiano’s Restaurant labor decreased 3.3%, including 4.9% of favorable hourly labor expenses and 0.4% of favorable manager expenses both due to reduced staffing requirements, partially offset by 1.7% of sales deleverage and 0.3% of higher manager bonus expenses.
•Maggiano’s Restaurant expenses increased 3.1%, including 4.0% of sales deleverage and 1.5% of higher delivery fees and supplies driven by the growth in off-premise sales. These increases were partially offset by 0.7% of lower repairs and maintenance expenses, 0.5% of lower credit card fees, 0.4% of lower utilities, 0.2% of lower banquet expenses, 0.2% of lower property tax expenses and 0.4% of lower other restaurant expenses.
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LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Cash Flows from Operating Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2021 | June 24, 2020 | |||||||||
| Net cash provided by operating activities | $ | 369.7 | $ | 245.0 | $ | 124.7 |
Net cash from operating activities increased primarily due to an increase in Net income and the deferral of payroll tax payments as allowed under the CARES Act in fiscal 2021. These increases were partially offset by an increase in operating lease payments due to the payment of rent from fiscal 2020 that was deferred to fiscal 2021 and rent that was prepaid at the end of fiscal 2021.
Cash Flows from Investing Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2021 | June 24, 2020 | |||||||||
| Cash flows from investing activities | ||||||||||
| Payments for property and equipment | $ | (94.0) | $ | (104.5) | $ | 10.5 | ||||
| Payments for franchise restaurant acquisitions | — | (94.6) | 94.6 | |||||||
| Proceeds from sale of assets | 1.6 | 1.2 | 0.4 | |||||||
| Insurance recoveries | — | 1.1 | (1.1) | |||||||
| Proceeds from note receivable | 1.5 | 2.8 | (1.3) | |||||||
| Net cash used in investing activities | $ | (90.9) | $ | (194.0) | $ | 103.1 |
Net cash used in investing activities decreased primarily due to cash outflows related to the acquisition of 116 Chili’s restaurants from a franchisee in fiscal 2020. Additionally, capital expenditures decreased in fiscal 2021 primarily due to lower spending on new restaurant construction, a decline in the pace of the Chili’s remodel initiative and a reduction in spend for routine capital purchases.
Cash Flows from Financing Activities
| Fiscal Years Ended | Favorable (Unfavorable) Variance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2021 | June 24, 2020 | |||||||||
| Cash flows from financing activities | ||||||||||
| Borrowings on revolving credit facility | $ | 43.4 | $ | 808.4 | $ | (765.0) | ||||
| Payments on revolving credit facility | (345.0) | (858.8) | 513.8 | |||||||
| Purchases of treasury stock | (4.2) | (32.4) | 28.2 | |||||||
| Payments on long-term debt | (20.0) | (17.8) | (2.2) | |||||||
| Payments of dividends | (1.5) | (57.4) | 55.9 | |||||||
| Proceeds from issuance of common stock | — | 146.9 | (146.9) | |||||||
| Proceeds from issuance of treasury stock | 30.7 | 1.6 | 29.1 | |||||||
| Payments for common stock issuance costs | — | (7.8) | 7.8 | |||||||
| Payments for debt issuance costs | (2.2) | (3.2) | 1.0 | |||||||
| Net cash used in financing activities | $ | (298.8) | $ | (20.5) | $ | (278.3) |
Net cash from financing activities decreased primarily due to higher net repayment activity on the revolving credit facility in fiscal 2021 and the absence of cash proceeds from the issuance of common stock in fiscal 2020. Partial
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offsets included the impact of suspending the quarterly cash dividend payments and the share repurchase program, and an increase in proceeds from stock option exercises.
Revolving Credit Facility
Net repayments of $301.6 million were made during fiscal 2021 on the $1.0 billion revolving credit facility. As of June 30, 2021, $828.7 million was available under the revolving credit facility. As of June 30, 2021, our interest rate was 3.250% consisting of the LIBOR floor of 0.750% plus the applicable margin of 2.500%.
In fiscal 2021, we executed the seventh amendment to our revolving credit facility, extending the maturity date to December 12, 2022. This amendment included a capacity reduction to $900.0 million from $1.0 billion which will occur on September 12, 2021. Under the terms of the amendment, the issuance of certain debt or preferred equity interests will result in an immediate capacity reduction, an interest rate reduction of 0.250% on the spread and 0.100% reduction on the undrawn fee if the issuance exceeds $250.0 million. During fiscal 2021, we incurred $2.2 million of debt issuance costs, associated with this amendment, which are included in Other assets in the Consolidated Balance Sheets.
As of June 30, 2021, we were in compliance with our covenants pursuant to the amended revolving credit facility and under the terms of the indentures governing our 3.875% notes and 5.000% notes. Refer to Note 10 - Debt within Part II, Item 8 - Financial Statements and Supplementary Data for further information about our notes and revolving credit facility.
On August 18, 2021, we replaced our existing $1.0 billion revolving credit facility with an $800.0 million revolving credit facility that matures on August 18, 2026. The new facility is guaranteed by certain of our subsidiaries, includes covenant restrictions relating to leverage that are similar to our prior arrangement, and contains customary events of default terms. As of August 18, 2021, $211.3 million was drawn from the new revolver.
Share Repurchase Program
In the fourth quarter of fiscal 2020, our share repurchase program was suspended in response to the business downturn caused by the COVID-19 pandemic. In fiscal 2021, we repurchased 0.1 million shares of our common stock for $4.2 million to satisfy team member tax withholding obligations on the vesting of restricted shares. Before the suspension of our share repurchase program, in fiscal 2020, we repurchased 0.8 million shares of our common stock for $32.4 million.
Repurchased shares are reflected as an increase in Treasury stock within Shareholders’ deficit in the Consolidated Balance Sheets. Our share repurchase program has been used to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards. At June 30, 2021, we had $166.8 million of authorized repurchases remaining under the suspended share repurchase program.
Subsequent to fiscal 2021 year-end, our Board of Directors reinstated the share repurchase program, allowing for a total available repurchase authority of $300 million.
Dividend Program
In the fourth quarter of fiscal 2020, our Board of Directors voted to suspend the quarterly cash dividend due to uncertainty surrounding the duration of closures of our dining rooms and other restrictions mandated by state and local governments in response to COVID-19. Before this suspension, we paid dividends of $57.4 million in fiscal 2020 to common stock shareholders. Refer to Note 13 - Shareholders’ Deficit included within Part II, Item 8 - Financial Statements and Supplementary Data for details.
Cash Flow Outlook
We believe that our various sources of capital, including future cash flows from operating activities and availability under our existing credit facility are adequate to finance operations as well as the repayment of current debt obligations within the next year. We continue to serve guests at all of our locations through our dining rooms and off-premise offerings, and have resumed normal business operations in accordance with state and local mandates.
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In the fourth quarter of fiscal 2021, S&P upgraded our corporate credit rating to BB- with stable outlook. Moody’s affirmed our B1 corporate family rating and changed the outlook to positive. Refer to Part I, Item 1A. Risk Factors for further details.
We are not aware of any other event or trend that would potentially materially affect our liquidity. In the event such a trend develops, we believe that there are sufficient funds available under our credit facility and from our internal cash generating capabilities to adequately manage our ongoing business.
Future Commitments and Contractual Obligations
Payments due under our contractual obligations for outstanding indebtedness, leases and purchase obligations as defined by the Securities and Exchange Commission (“SEC”) as of June 30, 2021 are as follows:
| Payments Due by Period | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | Total | ||||||||||||||
| Long-term debt(1) | $ | — | $ | 471.3 | $ | 350.0 | $ | — | $ | 821.3 | ||||||||
| Interest(2) | 34.7 | 49.1 | 8.8 | — | 92.6 | |||||||||||||
| Finance leases(3) | 27.4 | 43.6 | 25.7 | 56.3 | 153.0 | |||||||||||||
| Operating leases(3) | 155.9 | 317.1 | 274.2 | 770.5 | 1,517.7 | |||||||||||||
| Purchase obligations(4) | 27.9 | 44.2 | 33.8 | — | 105.9 |
(1)Long-term debt consists of principal amounts owed on the revolving credit facility, 3.875% and 5.000% notes. As of June 30, 2021, $828.7 million of credit is available under the revolving credit facility. The revolving credit facility is due in December 2022. The impact of the new revolving credit facility entered into in August 2021 is not reflected in the table because it occurred after June 30, 2021.
(2)Interest consists of remaining interest payments on the 3.875% and 5.000% notes totaling $84.5 million and remaining interest payments on the revolver totaling $8.1 million. The interest rates on the notes are fixed whereas the interest rate on the revolver is variable based on LIBOR and our applicable margin. We have assumed that the revolver balance carried will be $171.3 million in fiscal 2022 and fiscal 2023 until the maturity date of December 12, 2022 using the interest rate of 3.250%, which is the total of LIBOR plus our applicable margin as of June 30, 2021. The impact of the new revolving credit facility entered into in August 2021 is not reflected in the table because it occurred after June 30, 2021.
(3)Finance leases and Operating leases total future lease payments represent the contractual obligations due under the lease agreements, including cancellable option periods where we are reasonably assured to exercise the options. As of June 30, 2021, these total future lease payments included non-cancelable lease commitments of $132.7 million for finance leases and $1,044.9 million for operating leases.
(4)Purchase obligations are defined as an agreement to purchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our purchase obligations primarily consist of long-term obligations for the purchase of fountain beverages, software, and professional services contracts and exclude agreements that are cancellable without significant penalty.
IMPACT OF INFLATION
From time to time, we experience the impacts of inflation, which cause increased food, labor and benefits costs and higher operating expenses. To the extent permitted by competition, increased costs are recovered through a combination of menu price increases and reviewing, then implementing, alternative products or processes, or by implementing other cost reduction procedures.
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OFF-BALANCE SHEET ARRANGEMENTS
An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated entity under which the Company has: (1) made guarantees, (2) a retained or a contingent interest in transferred assets, (3) an obligation under derivative instruments classified as equity or (4) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or that engages in leasing, hedging or research and development arrangements with us.
We have entered into certain pre-commencement leases as disclosed in Note 9 - Leases and have obligations for guarantees on certain lease agreements and letters of credit as disclosed in Note 16 - Commitments and Contingencies included within Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements of this Annual Report on Form 10-K. Other than these items, we do not have any off-balance sheet arrangements.
CRITICAL ACCOUNTING ESTIMATES
Our significant accounting policies are disclosed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies in Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements. The following discussion addresses our most critical accounting estimates, which are those that are most important to the portrayal of our financial condition and results, and that require significant judgment.
Gift Card Revenues Recognition
Proceeds from the sale of gift cards are recorded as deferred revenues and recognized as revenues when the gift cards are redeemed by the holders. Breakage income represents the value associated with the portion of gift cards sold that will most likely never be redeemed. Breakage revenues are recognized proportionate to the pattern of related gift card redemptions. We recognize breakage income in Franchise and other revenues in the Consolidated Statements of Comprehensive Income.
We update our breakage rate estimate periodically and, if necessary, adjust the deferred revenues balance accordingly. If actual redemption patterns vary from our estimate, actual gift card breakage income may differ from the amounts recorded. Changing our breakage-rate assumption used to record fiscal 2021 breakage by 25 basis points would result in an impact to the Consolidated Statements of Comprehensive Income of approximately $0.3 million.
Valuation of Goodwill
We assess the recoverability of goodwill related to our restaurant brands on an annual basis or more often if circumstances or events indicate impairment may exist. We may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. In considering the qualitative approach, we evaluate factors including, but not limited to, macro-economic conditions, market and industry conditions, commodity cost fluctuations, competitive environment, share price performance, results of prior impairment tests, operational stability and the overall financial performance of the reporting units.
If the qualitative assessment is not performed or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds the carrying value, the fair value of the reporting unit is calculated. We determine fair value based on a combination of market-based values and discounted projected future operating cash flows of the reporting units using a risk adjusted discount rate that is commensurate with the risk inherent in our current business model. We make assumptions regarding future revenues and cash flows, expected growth rates, terminal values and other factors which could significantly impact the fair value calculations. The carrying value of the reporting unit is compared to its estimated fair value, with any excess of carrying value over fair value deemed to be an indicator of impairment. In the event that these assumptions change in the future, we may be required to record impairment charges related to goodwill.
We consider our restaurants brands, Chili’s and Maggiano’s, to be both our operating segments and reporting units. The carrying value of goodwill as of June 30, 2021 was $188.2 million, which related to both of our reporting units. We performed our annual impairment test in the second quarter of fiscal 2021 by utilizing the qualitative approach
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and determined that there were no events or circumstances to indicate that it was more likely than not that the fair value of our reporting units was less than their carrying values. Additionally, no indicators of impairment were identified through the end of fiscal 2021.
During the third quarter of fiscal 2020, we performed a quantitative assessment of our goodwill due to the impact of the COVID-19 pandemic on our operations and on the market. Based on our assessment as of March 25, 2020, we determined that our goodwill and indefinite-lived intangible assets were not impaired. Additionally, we updated the assessment during the fourth quarter of fiscal 2020 and determined no triggering event existed based on improved market value and actual results compared to projections in the quantitative assessment prepared in the third quarter. This assessment is predicated on our ability to continue to operate dining and banquet rooms, and generate off-premise sales at our restaurants. Management’s judgment about the short and long term impacts of the pandemic could change as additional facts become known and therefore affect these conclusions. We will continue to monitor and evaluate our results and evaluate the likelihood of any potential impairment charges at our restaurants and reporting units. Sales declines at our restaurants, unplanned increases in commodity or labor costs, deterioration in overall economic conditions and challenges in the restaurant industry may result in future impairment charges. It is possible that changes in circumstances or changes in our judgments, assumptions and estimates could result in an impairment charge of a portion or all of our goodwill or other intangible assets.
Valuation of Long-Lived Assets
We review the carrying amount of property, equipment and lease assets semi-annually or when events or circumstances indicate that the carrying amount may not be recoverable. The impairment test is a two-step process. Step one includes comparing the operating cash flows of each restaurant over its remaining service life to the carrying value of the asset group. If the cash flows exceed the carrying value, then the asset group is not impaired and no further evaluation is required. If the carrying value of the asset group exceeds its cash flows, impairment may exist and performing step two is necessary to determine the impairment loss. If the carrying amount is not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value of the asset group. We determine fair value based on discounted projected future operating cash flows of each restaurant over its remaining service life using a risk adjusted discount rate. This process requires the use of estimates and assumptions, which are subject to a high degree of judgment.
Leases
At the inception of each lease, we evaluate the lease agreement to determine whether it is an operating or finance lease. The evaluation requires significant judgments in determining the fair value of the leased asset and the lease liability and the appropriate reasonably certain lease term. Given that our lease agreements generally do not provide an implicit interest rate, we estimate our fully collateralized incremental borrowing rate corresponding with the lease terms for the purposes of determining the fair value of initial liability for each lease.
We also estimate the reasonably certain lease term at inception. The lease term commences on the date when the lessor makes the underlying property available, irrespective of the contractual lease payments schedule. When determining the length of the lease term at commencement, we consider both termination and renewal option periods available. The renewal periods included in the lease term at the inception are those during which failure to renew the lease imposes a significant penalty on us.
Lease accounting requires the application of significant judgements by management. Variation in judgements applied could result in a change of lease classification and materially different:
•Expenses such as rent, depreciation and amortization in a given reporting period
•Fair value of leased asset and lease liability at inception
•Reasonably certain lease term at inception
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Income Taxes
We make certain estimates and judgments in the calculation of tax expenses, the resulting tax liabilities, and in the recoverability of deferred tax assets that arise from temporary differences between the tax and financial statement carrying amounts of existing assets and liabilities and their respective tax bases. When considered necessary, we record a valuation allowance to reduce deferred tax assets to a balance that is more likely than not to be recognized. We use an estimate of our annual effective tax rate at each interim period based on the facts and circumstances available at that time while the actual effective tax rate is calculated at year-end.
We have recorded deferred tax assets reflecting the benefit of income tax credits and state loss carryforwards, which expire in varying amounts. Realization is dependent on generating sufficient taxable income in the relevant jurisdiction prior to expiration of the income tax credits and state loss carryforwards. Although realization is not assured, management believes it is more likely than not that the recognized deferred tax assets will be realized. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income in the carryforward period are reduced.
We record a liability for unrecognized tax benefits resulting from tax positions taken, or expected to be taken, in an income tax return. We recognize any interest and penalties related to unrecognized tax benefits in Provision (benefit) for income taxes. Significant judgment is required in assessing, among other factors, the timing and amounts of deductible and taxable items. Tax reserves are evaluated and adjusted as appropriate, while taking into account the progress of audits of various taxing jurisdictions.
In addition to the risks related to the effective tax rate described above, the effective tax rate reflected in forward-looking statements is based on current tax law. Any significant changes in the tax laws could affect these estimates.
Insurance Reserves
We are self-insured for certain losses related to health, general liability and workers’ compensation. We maintain stop loss coverage with third-party insurers to limit our total exposure. We record a liability for all unresolved claims and for an estimate of incurred but not reported claims at the anticipated cost that falls below our specified retention levels or per-claim deductible amounts. This liability represents an estimate of the ultimate cost of claims incurred and unpaid as of the balance sheet date.
In establishing our reserves, we consider certain actuarial assumptions and judgments regarding economic conditions, the frequency and severity of claims and claim development history and settlement practices. The estimated liability is not discounted and is established based upon analysis of historical data and actuarial estimates and is reviewed on a quarterly basis to ensure that the liability is appropriate. If actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.
Legal Contingencies
We are subject to various lawsuits, administrative proceedings, audits and claims arising in the ordinary course of business. Some of these lawsuits purport to be class actions and/or seek substantial damages. The outcomes of legal proceedings and claims brought against us are subject to significant uncertainty. An estimated loss from a loss contingency such as a legal proceeding or claim is accrued if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued, we evaluate, among other factors, the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our consolidated financial statements.
Effect of New Accounting Standards
The impact of new accounting pronouncements can be found at Note 2 - Effect of New Accounting Standards in Part II, Item 8 - Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements.
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