(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices) | (Zip Code) | |||||
(Registrant’s telephone number, including area code) |
Title of Each Class | Trading Symbol(s) | Name of exchange on which registered | ||
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., a Delaware corporation | |||
Dated: January 29, 2020 | By: | /s/ WYMAN T. ROBERTS | |
Wyman T. Roberts, | |||
President and Chief Executive Officer | |||
and President of Chili’s Grill & Bar | |||
(Principal Executive Officer) |
• | Earnings per diluted share, on a GAAP basis, in the second quarter of fiscal 2020 decreased 12.0% to $0.73 compared to $0.83 in the second quarter of fiscal 2019 primarily due to changes in special items, partially offset by improved operating performance |
• | Earnings per diluted share, excluding special items, in the second quarter of fiscal 2020 increased 13.5% to $1.01 compared to $0.89 in the second quarter of fiscal 2019 primarily due to improved operating performance (see non-GAAP reconciliation below) |
• | Operating income, as a percentage of Total revenues, was 5.0% in the second quarter of fiscal 2020 compared to 6.3% in the second quarter of fiscal 2019 primarily due to changes in special items, partially offset by improved operating performance |
• | Restaurant operating margin, as a percentage of Company sales, was 12.7% in the second quarter of fiscal 2020 compared to 12.4% in the second quarter of fiscal 2019 (see non-GAAP reconciliation below) |
• | Brinker International’s Company sales in the second quarter of fiscal 2020 increased 11.3% to $847.5 million compared to the second quarter of fiscal 2019 primarily due to increased capacity from the 116 Chili’s restaurants acquired in the first quarter of fiscal 2020 and increased comparable restaurant sales. Total revenues in the second quarter of fiscal 2020 increased 9.9% to $869.3 million compared to the second quarter of fiscal 2019 |
• | Chili’s company-owned comparable restaurant sales increased 2.0% in the second quarter of fiscal 2020 compared to the second quarter of fiscal 2019 |
• | Maggiano’s company-owned comparable restaurant sales decreased 1.4% in the second quarter of fiscal 2020 compared to the second quarter of fiscal 2019 |
• | Chili’s international franchise comparable restaurant sales decreased 0.9% in the second quarter of fiscal 2020 compared to the second quarter of fiscal 2019 |
• | Cash flows provided by operating activities in the twenty-six week period ended December 25, 2019 were $142.3 million and capital expenditures totaled $51.4 million resulting in free cash flow of $90.9 million (see non-GAAP reconciliation below) |
• | The Company’s Board of Directors approved a quarterly dividend of $0.38 per share on the common stock of the Company. The dividend will be payable March 26, 2020 to shareholders of record as of March 6, 2020 |
(1) | Restaurant operating margin is defined as Company sales less Cost of sales, Restaurant labor and Restaurant expenses and excludes Depreciation and amortization expenses (see non-GAAP reconciliation below). |
(2) | Royalty revenues are recognized based on the sales generated and reported to the Company by franchisees. |
• | Earnings per diluted share, excluding special items, is estimated to be in the range of $4.25 to $4.45 |
• | Restaurant operating margin is expected to be flat to fiscal 2019 |
• | Free cash flow is expected to be $175.0 million to $190.0 million |
• | Revenues are expected to be up approximately 9.0% to 10.0% primarily due to the acquisition of the 116 Chili’s restaurants |
• | Comparable restaurant sales at company-owned restaurants are expected to be up 1.75% to 2.50% |
• | Capital expenditures are expected to be $140.0 million to $150.0 million |
• | General and administrative expense is expected to remain flat |
• | Effective income tax rate, excluding the impact of special items, is expected to be approximately 10.5% to 11.5% |
Comparable Restaurant Sales(1) | Price Impact | Mix-Shift(2) | Traffic | ||||||||||||||||||||
Q2: 20 vs 19 | Q2: 19 vs 18 | Q2: 20 vs 19 | Q2: 19 vs 18 | Q2: 20 vs 19 | Q2: 19 vs 18 | Q2: 20 vs 19 | Q2: 19 vs 18 | ||||||||||||||||
Company-owned | 1.5 | % | 2.7 | % | 1.4 | % | 1.0 | % | 0.3 | % | (1.1 | )% | (0.2 | )% | 2.8 | % | |||||||
Chili’s | 2.0 | % | 2.9 | % | 1.4 | % | 0.9 | % | 0.5 | % | (0.9 | )% | 0.1 | % | 2.9 | % | |||||||
Maggiano’s | (1.4 | )% | 1.8 | % | 1.4 | % | 1.2 | % | 0.0 | % | (0.7 | )% | (2.8 | )% | 1.3 | % | |||||||
Chili’s franchise(3) | (0.4 | )% | (0.8 | )% | |||||||||||||||||||
U.S. | 0.2 | % | 3.4 | % | |||||||||||||||||||
International | (0.9 | )% | (6.5 | )% | |||||||||||||||||||
Chili’s domestic(4) | 1.7 | % | 3.0 | % | |||||||||||||||||||
System-wide(5) | 1.0 | % | 1.8 | % |
(1) | Comparable Restaurant Sales include all restaurants that have been in operation for more than 18 months, except restaurants acquired by the Company from franchisees are not included until they have been Company-owned for more than 12 months. Amounts are calculated based on comparable current period versus same period a year ago. |
(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) | Chili’s Franchise sales generated by franchisees are not included in revenues in the Consolidated Statements of Comprehensive Income; however, we generate royalty revenues 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. |
(4) | 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. |
(5) | 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 Chili’s restaurants. |
Q2 20 | EPS Q2 20 | Q2 19 | EPS Q2 19 | ||||||||||||
Net income | $ | 27.9 | $ | 0.73 | $ | 32.0 | $ | 0.83 | |||||||
Special items(1) | 13.8 | 0.36 | 3.2 | 0.08 | |||||||||||
Income tax effect related to special items(2) | (3.3 | ) | (0.08 | ) | (0.8 | ) | (0.02 | ) | |||||||
Special items, net of taxes | 10.5 | 0.28 | 2.4 | 0.06 | |||||||||||
Adjustment for special tax items(3) | 0.0 | 0.0 | (0.1 | ) | 0.0 | ||||||||||
Net income excluding special items | $ | 38.4 | $ | 1.01 | $ | 34.3 | $ | 0.89 |
(1) | Special items in the second quarter of fiscal 2020 consist of $12.3 million in Other (gains) and charges and $1.5 million of incremental depreciation expenses associated with a change in estimated useful life of certain restaurant-level long-lived assets. |
(2) | Income tax effect related to special items is based on the statutory tax rate in effect at the end of each period presented. |
(3) | Adjustment for special tax items in the second quarter of fiscal 2020 was negligible. Adjustment for special tax items in the second quarter of fiscal 2019 are primarily related to the tax impact of excess tax windfalls associated with stock-based compensation. |
Q2 20 | Q2 19 | ||||||
Operating income - GAAP | $ | 43.5 | $ | 49.6 | |||
Operating income as a percentage of Total revenues | 5.0 | % | 6.3 | % | |||
Operating income - GAAP | $ | 43.5 | $ | 49.6 | |||
Less: Franchise and other revenues | (21.8 | ) | (29.2 | ) | |||
Plus: Depreciation and amortization | 39.3 | 36.1 | |||||
General and administrative | 34.6 | 35.4 | |||||
Other (gains) and charges | 12.3 | 2.2 | |||||
Restaurant operating margin - non-GAAP | $ | 107.9 | $ | 94.1 | |||
Restaurant operating margin as a percentage of Company sales | 12.7 | % | 12.4 | % |
Twenty-Six Week Period Ended December 25, 2019 | |||
Cash flows provided by operating activities - GAAP | $ | 142.3 | |
Capital expenditures | (51.4 | ) | |
Free cash flow - non-GAAP | $ | 90.9 |
• | SEC Form 10-Q for the second quarter of fiscal 2020 filing on or before February 3, 2020 |
• | Earnings release call for the third quarter of fiscal 2020 on April 29, 2020 |
Thirteen Week Periods Ended | Twenty-Six Week Periods Ended | ||||||||||||||
December 25, 2019 | December 26, 2018 | December 25, 2019 | December 26, 2018 | ||||||||||||
Revenues | |||||||||||||||
Company sales | $ | 847.5 | $ | 761.5 | $ | 1,611.4 | $ | 1,489.8 | |||||||
Franchise and other revenues(1) | 21.8 | 29.2 | 43.9 | 54.7 | |||||||||||
Total revenues | 869.3 | 790.7 | 1,655.3 | 1,544.5 | |||||||||||
Operating costs and expenses | |||||||||||||||
Company restaurants (excluding depreciation and amortization) | |||||||||||||||
Cost of sales | 223.1 | 200.9 | 426.9 | 392.8 | |||||||||||
Restaurant labor | 291.8 | 260.8 | 560.3 | 517.1 | |||||||||||
Restaurant expenses | 224.7 | 205.7 | 432.0 | 404.7 | |||||||||||
Company restaurant expenses | 739.6 | 667.4 | 1,419.2 | 1,314.6 | |||||||||||
Depreciation and amortization | 39.3 | 36.1 | 77.4 | 73.1 | |||||||||||
General and administrative | 34.6 | 35.4 | 72.6 | 69.2 | |||||||||||
Other (gains) and charges(2) | 12.3 | 2.2 | 11.4 | (8.9 | ) | ||||||||||
Total operating costs and expenses | 825.8 | 741.1 | 1,580.6 | 1,448.0 | |||||||||||
Operating income | 43.5 | 49.6 | 74.7 | 96.5 | |||||||||||
Interest expenses | 15.0 | 15.4 | 29.9 | 31.0 | |||||||||||
Other (income), net | (0.5 | ) | (0.8 | ) | (1.0 | ) | (1.6 | ) | |||||||
Income before provision for income taxes | 29.0 | 35.0 | 45.8 | 67.1 | |||||||||||
Provision for income taxes | 1.1 | 3.0 | 3.0 | 8.7 | |||||||||||
Net income | $ | 27.9 | $ | 32.0 | $ | 42.8 | $ | 58.4 | |||||||
Basic net income per share | $ | 0.75 | $ | 0.84 | $ | 1.14 | $ | 1.49 | |||||||
Diluted net income per share | $ | 0.73 | $ | 0.83 | $ | 1.12 | $ | 1.46 | |||||||
Basic weighted average shares outstanding | 37.4 | 38.1 | 37.4 | 39.2 | |||||||||||
Diluted weighted average shares outstanding | 38.1 | 38.8 | 38.1 | 39.9 | |||||||||||
Other comprehensive income (loss) | |||||||||||||||
Foreign currency translation adjustments(3) | $ | 0.1 | $ | (0.6 | ) | $ | (0.1 | ) | $ | (0.3 | ) | ||||
Other comprehensive income (loss) | 0.1 | (0.6 | ) | (0.1 | ) | (0.3 | ) | ||||||||
Comprehensive income | $ | 28.0 | $ | 31.4 | $ | 42.7 | $ | 58.1 |
(1) | Franchise and other revenues include Royalties and Franchise fees and other revenues. Franchise fees and other revenues include Maggiano’s banquet service charge income, advertising fees, gift card breakage, gift card equalization, gift card discount costs from third-party gift card sales, digital entertainment revenues, delivery fee income, franchise and development fees, retail royalty revenues, and merchandise income. |
(2) | Other (gains) and charges included in the Consolidated Statements of Comprehensive Income included (in millions): |
Thirteen Week Periods Ended | Twenty-Six Week Periods Ended | ||||||||||||||
December 25, 2019 | December 26, 2018 | December 25, 2019 | December 26, 2018 | ||||||||||||
Restaurant impairment charges | $ | 4.6 | $ | 1.0 | $ | 4.6 | $ | 1.0 | |||||||
Restaurant closure charges | 2.9 | 2.1 | 3.1 | 3.8 | |||||||||||
Acquisition of franchise restaurants costs, net of (gains) | 2.0 | — | 1.5 | — | |||||||||||
Remodel-related costs | 0.8 | 2.6 | 1.5 | 3.1 | |||||||||||
Lease modification net charge (gain) | — | — | (3.1 | ) | — | ||||||||||
Sale leaseback (gain), net of transaction charges | — | (4.4 | ) | — | (17.7 | ) | |||||||||
Other | 2.0 | 0.9 | 3.8 | 0.9 | |||||||||||
$ | 12.3 | $ | 2.2 | $ | 11.4 | $ | (8.9 | ) |
(3) | Foreign currency translation adjustment included in our Comprehensive income in the Consolidated Statements of Comprehensive Income represents the unrealized impact of translating the financial statements of our Canadian restaurants from Canadian dollars to U.S. dollars. This amount is not included in Net income and would only be realized upon disposition of these restaurants. |
December 25, 2019(1) | June 26, 2019 | ||||||
ASSETS | |||||||
Total current assets | $ | 224.3 | $ | 177.0 | |||
Net property and equipment(2) | 823.0 | 755.1 | |||||
Operating lease assets(3) | 1,175.9 | — | |||||
Deferred income taxes, net(3)(4) | 40.3 | 112.0 | |||||
Other assets | 240.2 | 214.2 | |||||
Total assets | $ | 2,503.7 | $ | 1,258.3 | |||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |||||||
Total current liabilities(3)(4) | $ | 552.4 | $ | 421.6 | |||
Long-term debt and finance leases, less current installments | 1,290.2 | 1,206.6 | |||||
Long-term operating lease liabilities, less current portion(3) | 1,172.1 | — | |||||
Deferred gain on sale leaseback transactions(4) | — | 255.3 | |||||
Other liabilities | 57.9 | 153.0 | |||||
Total shareholders’ deficit(3)(4) | (568.9 | ) | (778.2 | ) | |||
Total liabilities and shareholders’ deficit | $ | 2,503.7 | $ | 1,258.3 |
(1) | The Condensed Consolidated Balance Sheet at December 25, 2019 includes the preliminary purchase price allocation for the 116 Chili’s restaurants assets acquired and liabilities assumed on September 5, 2019. |
(2) | Of the 1,117 company-owned restaurant locations, at December 25, 2019, we own both building and land for 43 restaurant locations. The related book values associated with these restaurants included land of $34.1 million and buildings of $15.8 million. |
(3) | Effective June 27, 2019, we adopted ASC 842, the new lease accounting standard that required us to recognize operating lease assets and liabilities in the balance sheet. Under our historical accounting, operating leases were not recognized in the balance sheet. Prior results have not been restated for the impact of this accounting change. The impact of the new lease accounting standard did not significantly impact our results of operations or cash flows. |
(4) | Deferred gain on sale leaseback transactions balance of $255.3 million, the related short-term deferred gain balance recorded within Total current liabilities of $19.3 million, and the associated Deferred income taxes, net balance of $68.6 million, were eliminated upon adoption of ASC 842 into Total shareholders’ deficit as required by ASC 842. |
Twenty-Six Week Periods Ended | |||||||
December 25, 2019 | December 26, 2018 | ||||||
Cash flows from operating activities | |||||||
Net income | $ | 42.8 | $ | 58.4 | |||
Adjustments to reconcile Net income to Net cash provided by operating activities: | |||||||
Depreciation and amortization | 77.4 | 73.1 | |||||
Stock-based compensation | 9.7 | 7.2 | |||||
Restructure charges and other impairments | 6.1 | 8.4 | |||||
Net loss (gain) on disposal of assets | 0.5 | (18.3 | ) | ||||
Other | 1.3 | 1.3 | |||||
Changes in assets and liabilities | 4.5 | (73.9 | ) | ||||
Net cash provided by operating activities | 142.3 | 56.2 | |||||
Cash flows from investing activities | |||||||
Payments for property and equipment | (51.4 | ) | (78.7 | ) | |||
Payments for franchise restaurant acquisitions | (96.2 | ) | — | ||||
Proceeds from sale of assets | 0.3 | 1.2 | |||||
Proceeds from note receivable | 1.4 | 1.3 | |||||
Insurance recoveries | — | 1.4 | |||||
Proceeds from sale leaseback transactions, net of related expenses | — | 458.0 | |||||
Net cash (used in) provided by investing activities | (145.9 | ) | 383.2 | ||||
Cash flows from financing activities | |||||||
Borrowings on revolving credit facility | 463.0 | 479.0 | |||||
Payments on revolving credit facility | (416.0 | ) | (713.0 | ) | |||
Purchases of treasury stock | (11.3 | ) | (167.6 | ) | |||
Payments of dividends | (29.0 | ) | (31.6 | ) | |||
Payments on long-term debt | (5.0 | ) | (3.7 | ) | |||
Proceeds from issuances of treasury stock | 1.5 | 2.8 | |||||
Payments for debt issuance costs | (1.0 | ) | — | ||||
Net cash provided by (used in) financing activities | 2.2 | (434.1 | ) | ||||
Net change in cash and cash equivalents | (1.4 | ) | 5.3 | ||||
Cash and cash equivalents at beginning of period | 13.4 | 10.9 | |||||
Cash and cash equivalents at end of period | $ | 12.0 | $ | 16.2 |
Total Restaurants Open at December 25, 2019 | Fiscal 2020 | ||||||||||
Second Quarter Openings | Fiscal Year Openings | Full Year Projected Openings | |||||||||
New Openings | |||||||||||
Company-owned restaurants | |||||||||||
Chili’s domestic | 1,060 | 4 | 5 | 9-11 | |||||||
Chili’s international | 5 | — | — | — | |||||||
Maggiano’s | 52 | — | — | — | |||||||
Total company-owned | 1,117 | 4 | 5 | 9-11 | |||||||
Franchise restaurants | |||||||||||
Chili’s domestic | 180 | 1 | 2 | 2-3 | |||||||
Chili’s international | 377 | 5 | 16 | 27-32 | |||||||
Maggiano’s | 1 | — | — | 1 | |||||||
Total franchise | 558 | 6 | 18 | 30-36 | |||||||
Total company-owned and franchise restaurants | |||||||||||
Chili’s domestic | 1,240 | 5 | 7 | 11-14 | |||||||
Chili’s international | 382 | 5 | 16 | 27-32 | |||||||
Maggiano’s | 53 | — | — | 1 | |||||||
Total | 1,675 | 10 | 23 | 39-47 | |||||||
Relocation Openings | |||||||||||
Chili’s domestic company-owned relocations | 0 | 0 | 0-2 |