Delaware | 1-10275 | 75-1914582 | ||
(State of Incorporation) | (Commission File Number) | (IRS Employment Identification No.) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
BRINKER INTERNATIONAL, INC. | |||
Dated: August 11, 2016 | By: | /s/ Wyman T. Roberts | |
Wyman T. Roberts, | |||
President and Chief Executive Officer |
• | In 2016, the fourth quarter and fiscal year included an additional operating week (53rd week) compared to fiscal 2015 |
• | On a GAAP basis, earnings per diluted share increased 20.7 percent to $1.11 compared to $0.92 for the fourth quarter of fiscal 2015. On a GAAP basis, earnings per diluted share increased 12.1 percent to $3.42 compared to $3.05 for the full year fiscal 2015 |
• | Earnings per diluted share, excluding special items, increased 31.9 percent to $1.24 compared to $0.94 for the fourth quarter of fiscal 2015. Earnings per diluted share, excluding special items, increased 14.9 percent to $3.55 compared to $3.09 for the full year fiscal 2015. (see non-GAAP reconciliation below) |
• | Brinker International total fourth quarter revenues increased 15.4 percent to $881.7 million compared to the fourth quarter of fiscal 2015 and company sales increased 15.8 percent to $855.4 million compared to the fourth quarter of fiscal 2015, primarily attributable to the 103 restaurants acquired with the Pepper Dining transaction in the first quarter of fiscal 2016 as well as the additional operating week in the fourth quarter of fiscal 2016 |
• | Chili’s fourth quarter company-owned comparable restaurant sales1 decreased 1.8 percent |
• | Maggiano’s fourth quarter comparable restaurant sales1 decreased 1.7 percent |
• | Chili's franchise fourth quarter comparable restaurant sales1 decreased 3.4 percent, which includes a 2.1 percent and 5.5 percent decrease for U.S. and international franchise restaurants, respectively |
• | Restaurant operating margin,2 as a percent of company sales, declined approximately 20 basis points to 18.3 percent compared to 18.5 percent for the fourth quarter of fiscal 2015 |
• | For fiscal 2016, cash flows provided by operating activities were $394.7 million and capital expenditures totaled $112.8 million. Free cash flow3 was approximately $281.9 million (see non-GAAP reconciliation below) |
• | The company repurchased approximately 0.4 million shares of its common stock for $18.7 million in the fourth quarter and a total of approximately 5.8 million shares for $284.9 million year-to-date |
• | The company declared a dividend of 32 cents per share which was paid on June 30, 2016, representing a 14.3 percent increase over the prior year |
• | The company plans to increase leverage in the range of $250 to $300 million in the near term subject to market conditions and use the proceeds to return capital to shareholders in the form of share repurchases |
• | The company's Board of Directors authorized an additional $150 million in share repurchases which brings the total available authority to $455 million |
Q4 16 | Q4 15 | FY 16 | FY 15 | |||||||||
Brinker International | (1.8 | ) | (0.7 | ) | (2.4 | ) | 1.7 | |||||
Chili’s Company-Owned2 | ||||||||||||
Comparable Restaurant Sales | (1.8 | ) | (0.8 | ) | (2.6 | ) | 1.9 | |||||
Pricing Impact3 | 1.0 | 1.7 | 1.0 | 1.7 | ||||||||
Mix-Shift3 | 1.3 | (1.8 | ) | 0.1 | 0.2 | |||||||
Traffic3 | (4.1 | ) | (0.7 | ) | (3.7 | ) | 0.0 | |||||
Maggiano’s | ||||||||||||
Comparable Restaurant Sales | (1.7 | ) | (0.1 | ) | (1.3 | ) | 0.8 | |||||
Pricing Impact3 | 1.8 | 2.7 | 1.9 | 2.5 | ||||||||
Mix-Shift3 | (2.5 | ) | (1.0 | ) | (1.6 | ) | (1.5 | ) | ||||
Traffic3 | (1.0 | ) | (1.8 | ) | (1.6 | ) | (0.2 | ) | ||||
Chili's Franchise4 | (3.4 | ) | 1.9 | (0.7 | ) | 2.2 | ||||||
U.S. Comparable Restaurant Sales | (2.1 | ) | 2.1 | (1.2 | ) | 2.9 | ||||||
International Comparable Restaurant Sales | (5.5 | ) | 1.2 | 0.2 | 0.4 | |||||||
Chili's Domestic5 | (1.8 | ) | 0.1 | (2.2 | ) | 2.2 | ||||||
System-wide6 | (2.2 | ) | 0.2 | (1.9 | ) | 1.9 |
1 | Amounts are calculated based on comparable 13 weeks in each fiscal quarter. | |
2 | Chili's company-owned comparable restaurant sales includes 103 Chili's restaurants acquired from a franchisee in the first quarter of fiscal 2016. | |
3 | Reclassifications have been made between pricing impact, mix-shift and traffic in the prior year to conform with current year classification. | |
4 | Revenues generated by franchisees are not included in revenues on the consolidated statements of comprehensive income; however, we generate royalty revenue and advertising fees based on franchisee revenues, where applicable. We believe including franchise comparable restaurant sales provides investors information regarding brand performance that is relevant to current operations and may impact future restaurant development. | |
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 company-owned Chili’s and Maggiano’s restaurants in addition to the sales generated at franchise operated restaurants. |
Q4 16 | EPS Q4 16 | Q4 15 | EPS Q4 15 | |||||||||
Net Income | 62.3 | 1.11 | 57.2 | 0.92 | ||||||||
Special items1 | 11.7 | 4.0 | ||||||||||
Income tax effect related to special items | (4.4 | ) | (1.3 | ) | ||||||||
Special items, net of taxes | 7.3 | 0.13 | 2.7 | 0.04 | ||||||||
Adjustment for tax items2 | 0.2 | 0.00 | (1.1 | ) | (0.02 | ) | ||||||
Net Income excluding Special Items | 69.8 | 1.24 | 58.8 | 0.94 |
FY 16 | EPS FY 16 | FY 15 | EPS FY 15 | |||||||||
Net Income | 200.7 | 3.42 | 196.7 | 3.05 | ||||||||
Special items1 | 17.2 | 4.8 | ||||||||||
Income tax effect related to special items | (6.5 | ) | (1.7 | ) | ||||||||
Special items, net of taxes | 10.7 | 0.18 | 3.1 | 0.05 | ||||||||
Adjustment for tax items2 | (3.2 | ) | (0.05 | ) | (1.1 | ) | (0.01 | ) | ||||
Net Income excluding Special Items | 208.2 | 3.55 | 198.7 | 3.09 |
1 | See footnote "b" to the consolidated statements of comprehensive income for additional details on the composition of these amounts. | |
2 | Adjustments for tax items result from the benefit associated with the release of the valuation allowance for state net operating losses as well as the resolution of certain tax positions which directly impacts tax expense. |
FY 16 | ||||
Cash flows provided by operating activities | 394.7 | |||
Capital expenditures | (112.8 | ) | ||
Free cash flow | 281.9 |
• | Revenues are expected to be down approximately one half percent to up one percent (an increase of 1.0 to 2.5 percent excluding the 53rd week in fiscal 2016) |
• | Comparable restaurant sales are expected to increase one half to two percent |
• | Company-owned new restaurant development is expected to add year-over-year capacity growth of about one half percent (excluding the 53rd week in fiscal 2016) |
• | Restaurant operating margin is expected to be down approximately 50 basis points year-over-year |
• | Depreciation expense is expected to increase $3 to $5 million, assuming capital expenditures of $110 to $120 million |
• | General and administrative expense is expected to be $16 to $18 million higher on a dollar basis due to planning incentive compensation at target as well as information technology expenses related to sales driving initiatives, partially offset by the lack of the 53rd week |
• | Interest expense is expected to increase $15 million to $22 million due to a higher debt balance and a higher anticipated average interest rate in fiscal 2017 |
• | Excluding the impact of special items, the effective income tax rate is projected to be approximately 29 to 31 percent |
• | Free cash flow is expected to be $230 to $240 million |
• | Diluted weighted average shares outstanding is expected to be 50 to 53 million |
Fourteen Week Period Ended | Thirteen Week Period Ended | Fifty-Three Week Period Ended | Fifty-Two Week Period Ended | |||||||||||||
June 29, 2016 | June 24, 2015 | June 29, 2016 | June 24, 2015 | |||||||||||||
Revenues: | ||||||||||||||||
Company sales | $ | 855,361 | $ | 738,378 | $ | 3,166,659 | $ | 2,904,746 | ||||||||
Franchise and other revenues (a) | 26,320 | 25,769 | 90,830 | 97,532 | ||||||||||||
Total revenues | 881,681 | 764,147 | 3,257,489 | 3,002,278 | ||||||||||||
Operating costs and expenses: | ||||||||||||||||
Company restaurants (excluding depreciation and amortization) | ||||||||||||||||
Cost of sales | 224,440 | 192,556 | 840,204 | 775,063 | ||||||||||||
Restaurant labor | 279,131 | 234,092 | 1,036,005 | 929,206 | ||||||||||||
Restaurant expenses | 195,614 | 175,287 | 762,663 | 703,334 | ||||||||||||
Company restaurant expenses | 699,185 | 601,935 | 2,638,872 | 2,407,603 | ||||||||||||
Depreciation and amortization | 39,033 | 37,029 | 156,368 | 145,242 | ||||||||||||
General and administrative | 32,403 | 32,979 | 127,593 | 133,467 | ||||||||||||
Other gains and charges (b) | 11,726 | 4,017 | 17,180 | 4,764 | ||||||||||||
Total operating costs and expenses | 782,347 | 675,960 | 2,940,013 | 2,691,076 | ||||||||||||
Operating income | 99,334 | 88,187 | 317,476 | 311,202 | ||||||||||||
Interest expense | 8,497 | 7,297 | 32,574 | 29,006 | ||||||||||||
Other, net | (375 | ) | (513 | ) | (1,485 | ) | (2,081 | ) | ||||||||
Income before provision for income taxes | 91,212 | 81,403 | 286,387 | 284,277 | ||||||||||||
Provision for income taxes | 28,870 | 24,180 | 85,642 | 87,583 | ||||||||||||
Net income | $ | 62,342 | $ | 57,223 | $ | 200,745 | $ | 196,694 | ||||||||
Basic net income per share | $ | 1.12 | $ | 0.94 | $ | 3.47 | $ | 3.12 | ||||||||
Diluted net income per share | $ | 1.11 | $ | 0.92 | $ | 3.42 | $ | 3.05 | ||||||||
Basic weighted average shares outstanding | 55,657 | 61,132 | 57,895 | 63,072 | ||||||||||||
Diluted weighted average shares outstanding | 56,394 | 62,294 | 58,684 | 64,404 | ||||||||||||
Other comprehensive income (loss): | ||||||||||||||||
Foreign currency translation adjustment (c) | $ | 330 | $ | (507 | ) | $ | (2,964 | ) | $ | (7,690 | ) | |||||
Other comprehensive income (loss) | 330 | (507 | ) | (2,964 | ) | (7,690 | ) | |||||||||
Comprehensive income | $ | 62,672 | $ | 56,716 | $ | 197,781 | $ | 189,004 | ||||||||
(a) | Franchise and other revenues primarily includes royalties, development fees, franchise fees, banquet service charge income, gift card activity (breakage and discounts), tabletop device revenue, Chili's retail food product royalties and delivery fee income. |
(b) | Other gains and charges include: |
Fourteen Week Period Ended | Thirteen Week Period Ended | Fifty-Three Week Period Ended | Fifty-Two Week Period Ended | |||||||||||||
June 29, 2016 | June 24, 2015 | June 29, 2016 | June 24, 2015 | |||||||||||||
Restaurant impairment charges | $ | 6,714 | $ | 1,508 | $ | 10,651 | $ | 2,255 | ||||||||
Restaurant closure charges | 3,691 | 279 | 3,780 | 1,736 | ||||||||||||
Severance | 936 | 894 | 3,304 | 1,182 | ||||||||||||
Impairment of intangible assets | 392 | 470 | 392 | 645 | ||||||||||||
Litigation | (1,159 | ) | — | (3,191 | ) | (2,753 | ) | |||||||||
Acquisition costs | — | 1,100 | 700 | 1,100 | ||||||||||||
(Gain) Loss on the sale of assets, net | — | — | (2,858 | ) | 1,093 | |||||||||||
Impairment of investment | — | — | 1,000 | — | ||||||||||||
Other | 1,152 | (234 | ) | 3,402 | (494 | ) | ||||||||||
$ | 11,726 | $ | 4,017 | $ | 17,180 | $ | 4,764 |
(c) | The foreign currency translation adjustment included in comprehensive income on the consolidated statements of comprehensive income represents the unrealized impact of translating the financial statements of the Canadian restaurants and the Mexican joint venture from their respective functional currencies to U.S. dollars. This amount is not included in net income and would only be realized upon disposition of the businesses. |
June 29, 2016 | June 24, 2015 | |||||||
ASSETS | ||||||||
Current assets | $ | 176,774 | $ | 187,224 | ||||
Net property and equipment (a) | 1,043,152 | 1,032,044 | ||||||
Total other assets | 252,790 | 216,605 | ||||||
Total assets | $ | 1,472,716 | $ | 1,435,873 | ||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
Current installments of long-term debt | $ | 3,563 | $ | 3,439 | ||||
Other current liabilities | 428,880 | 415,036 | ||||||
Long-term debt, less current installments | 1,113,949 | 970,825 | ||||||
Other liabilities | 139,423 | 125,033 | ||||||
Total shareholders’ deficit | (213,099 | ) | (78,460 | ) | ||||
Total liabilities and shareholders’ deficit | $ | 1,472,716 | $ | 1,435,873 |
(a) | At June 29, 2016, the company owned the land and buildings for 190 of the 1,001 company-owned restaurants. The net book value of the land totaled $141.7 million and the buildings totaled $105.6 million associated with these restaurants. |
Fifty-Three Week Period Ended | Fifty-Two Week Period Ended | |||||||
June 29, 2016 | June 24, 2015 | |||||||
Cash Flows From Operating Activities: | ||||||||
Net income | $ | 200,745 | $ | 196,694 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 156,368 | 145,242 | ||||||
Stock-based compensation | 15,159 | 14,802 | ||||||
Restructure charges and other impairments | 17,445 | 5,636 | ||||||
Net loss on disposal of assets | 87 | 4,523 | ||||||
Changes in assets and liabilities | 4,896 | 1,714 | ||||||
Net cash provided by operating activities | 394,700 | 368,611 | ||||||
Cash Flows from Investing Activities: | ||||||||
Payments for property and equipment | (112,788 | ) | (140,262 | ) | ||||
Payment for purchase of restaurants | (105,577 | ) | — | |||||
Proceeds from sale of assets | 4,256 | 1,950 | ||||||
Net cash used in investing activities | (214,109 | ) | (138,312 | ) | ||||
Cash Flows from Financing Activities: | ||||||||
Purchases of treasury stock | (284,905 | ) | (306,255 | ) | ||||
Borrowings on revolving credit facility | 256,500 | 480,750 | ||||||
Payments of dividends | (74,066 | ) | (70,832 | ) | ||||
Payments on revolving credit facility | (110,000 | ) | (177,000 | ) | ||||
Excess tax benefits from stock-based compensation | 5,460 | 15,893 | ||||||
Payments on long-term debt | (3,402 | ) | (189,177 | ) | ||||
Proceeds from issuances of treasury stock | 6,147 | 16,259 | ||||||
Payments for deferred financing costs | — | (2,501 | ) | |||||
Net cash used in financing activities | (204,266 | ) | (232,863 | ) | ||||
Net change in cash and cash equivalents | (23,675 | ) | (2,564 | ) | ||||
Cash and cash equivalents at beginning of period | 55,121 | 57,685 | ||||||
Cash and cash equivalents at end of period | $ | 31,446 | $ | 55,121 |
Fourth Quarter Openings Fiscal 2016 (a) | Total Restaurants June 29, 2016 | Openings Fiscal 2016 (a) | Projected Openings Fiscal 2017 | |||||||||
Company-Owned Restaurants: | ||||||||||||
Chili’s Domestic | 4 | 937 | 12 | 5-6 | ||||||||
Chili’s International | — | 13 | — | 1 | ||||||||
Maggiano’s | — | 51 | 2 | 2 | ||||||||
4 | 1,001 | 14 | 8-9 | |||||||||
Franchise Restaurants: | ||||||||||||
Chili’s Domestic | 1 | 322 | 7 | 5-8 | ||||||||
Chili's International | 12 | 337 | 36 | 35-40 | ||||||||
13 | 659 | 43 | 40-48 | |||||||||
Total Restaurants: | ||||||||||||
Chili’s Domestic | 5 | 1,259 | 19 | 10-14 | ||||||||
Chili's International | 12 | 350 | 36 | 36-41 | ||||||||
Maggiano’s | — | 51 | 2 | 2 | ||||||||
17 | 1,660 | 57 | 48-57 |
(a) | Fourth quarter and fiscal 2016 restaurant openings excludes relocated restaurants. |