BRINKER INTERNATIONAL, INC 10-Q

ITEM 1. FINANCIAL STATEMENTS BRINKER INTERNATIONAL, INC. Consolidated Statements of Comprehensive Income (Unaudited) (In millions, except per share amounts) Thirteen Week Periods Ended Thirty-Nine Week Periods Ended March 30, 2022 March 24, 2021 March 30, 2022 March 24, 2021 Revenues Company sales $ 960.6 $ 813.7 $ 2,724.7 $ 2,288.1 Franchise and other revenues 19.8 14.7 57.9 41.1 Total revenues 980.4 828.4 2,782.6 2,329.2 Operating costs and expenses Food and beverage costs 270.3 213.9 757.4 606.3 Restaurant labor 329.1 270.8 949.4 774.6 Restaurant expenses 244.1 216.1 712.1 629.9 Depreciation and amortization 42.2 37.4 123.1 112.0 General and administrative 39.2 33.7 108.8 94.2 Other (gains) and charges 6.1 4.3 17.0 13.5 Total operating costs and expenses 931.0 776.2 2,667.8 2,230.5 Operating income 49.4 52.2 114.8 98.7 Interest expenses 11.1 14.1 34.8 43.1 Other income, net ( 0.4 ) ( 0.3 ) ( 1.2 ) ( 1.2 ) Income before income taxes 38.7 38.4 81.2 56.8 Provision for income taxes 2.1 4.5 3.8 0.2 Net income $ 36.6 $ 33.9 $ 77.4 $ 56.6 Basic net income per share $ 0.82 $ 0.74 $ 1.71 $ 1.25 Diluted net income per share $ 0.81 $ 0.73 $ 1.68 $ 1.22 Basic weighted average shares outstanding 44.4 45.5 45.2 45.3 Diluted weighted average shares outstanding 45.1 46.7 46.0 46.2 Other comprehensive income (loss) Foreign currency translation adjustment $ 0.4 $ 0.3 $ ( 0.1 ) $ 1.1 Other comprehensive income (loss) 0.4 0.3 ( 0.1 ) 1.1 Comprehensive income $ 37.0 $ 34.2 $ 77.3 $ 57.7 See accompanying Notes to Consolidated Financial Statements (Unaudited) 3 Table of Contents BRINKER INTERNATIONAL, INC. Consolidated Balance Sheets (In millions, except per share amounts) Unaudited March 30, 2022 June 30, 2021 ASSETS Current assets Cash and cash equivalents $ 12.9 $ 23.9 Accounts receivable, net 60.0 65.2 Inventories 33.6 28.9 Restaurant supplies 55.5 52.6 Prepaid expenses 20.4 13.6 Income taxes receivable, net 5.6 23.0 Total current assets 188.0 207.2 Property and equipment, at cost Land 43.4 33.1 Buildings and leasehold improvements 1,621.8 1,595.2 Furniture and equipment 795.7 818.1 Construction-in-progress 23.0 14.9 2,483.9 2,461.3 Less accumulated depreciation and amortization ( 1,665.5 ) ( 1,686.5 ) Net property and equipment 818.4 774.8 Other assets Operating lease assets 1,152.9 1,007.4 Goodwill 195.1 188.2 Deferred income taxes, net 54.4 50.9 Intangibles, net 28.5 21.1 Other 21.5 25.3 Total other assets 1,452.4 1,292.9 Total assets $ 2,458.8 $ 2,274.9 LIABILITIES AND SHAREHOLDERS’ DEFICIT Current liabilities Accounts payable $ 131.4 $ 127.7 Gift card liability 104.8 106.4 Accrued payroll 108.2 122.4 Operating lease liabilities 113.5 97.7 Other accrued liabilities 125.2 117.4 Total current liabilities 583.1 571.6 Long-term debt and finance leases, less current installments 987.9 917.9 Long-term operating lease liabilities, less current portion 1,143.3 1,006.7 Other liabilities 55.7 82.0 Commitments and contingencies (Note 14) Shareholders’ deficit Common stock ( 250.0 million authorized shares; $ 0.10 par value; 70.3 million shares issued; and 43.8 million shares outstanding at March 30, 2022, and 45.9 million shares outstanding at June 30, 2021) 7.0 7.0 Additional paid-in capital 687.8 685.4 Accumulated other comprehensive loss ( 4.8 ) ( 4.7 ) Accumulated deficit ( 188.7 ) ( 266.1 ) Treasury stock, at cost ( 26.5 million shares at March 30, 2022, and 24.4 million shares at June 30, 2021) ( 812.5 ) ( 724.9 ) Total shareholders’ deficit ( 311.2 ) ( 303.3 ) Total liabilities and shareholders’ deficit $ 2,458.8 $ 2,274.9 See accompanying Notes to Consolidated Financial Statements (Unaudited) 4 Table of Contents BRINKER INTERNATIONAL, INC. Consolidated Statements of Cash Flows (Unaudited) (In millions) Thirty-Nine Week Periods Ended March 30, 2022 March 24, 2021 Cash flows from operating activities Net income $ 77.4 $ 56.6 Adjustments to reconcile Net income to Net cash provided by operating activities: Depreciation and amortization 123.1 112.0 Stock-based compensation 15.2 11.3 Restructure and impairment charges 8.7 6.5 Net loss on disposal of assets 2.3 1.1 Other 2.6 2.7 Changes in assets and liabilities, net of the impact of acquisitions: Accounts receivable, net 8.0 ( 1.3 ) Inventories ( 3.4 ) ( 0.4 ) Restaurant supplies ( 1.1 ) ( 0.4 ) Prepaid expenses ( 6.9 ) 2.3 Operating lease assets, net of liabilities 5.2 ( 9.1 ) Deferred income taxes, net ( 3.5 ) ( 9.3 ) Other assets 0.2 ( 0.2 ) Accounts payable 4.9 19.0 Gift card liability ( 2.6 ) 1.0 Accrued payroll ( 14.3 ) 46.7 Other accrued liabilities 3.5 10.5 Current income taxes 19.6 6.4 Other liabilities ( 27.3 ) 13.2 Net cash provided by operating activities 211.6 268.6 Cash flows from investing activities Payments for property and equipment ( 109.0 ) ( 62.4 ) Payments for franchise restaurant acquisitions ( 106.0 ) — Proceeds from sale leaseback transactions, net of related expenses 20.5 — Proceeds from note receivable 1.0 1.5 Proceeds from sale of assets 0.1 1.6 Net cash used in investing activities ( 193.4 ) ( 59.3 ) Cash flows from financing activities Borrowings on revolving credit facility 595.5 28.4 Payments on revolving credit facility ( 502.5 ) ( 210.0 ) Purchases of treasury stock ( 100.8 ) ( 4.1 ) Payments on long-term debt ( 17.6 ) ( 14.3 ) Payments for debt issuance costs ( 3.1 ) ( 2.2 ) Payments of dividends ( 1.1 ) ( 1.5 ) Proceeds from issuance of treasury stock 0.4 14.1 Net cash used in financing activities ( 29.2 ) ( 189.6 ) Net change in cash and cash equivalents ( 11.0 ) 19.7 Cash and cash equivalents at beginning of period 23.9 43.9 Cash and cash equivalents at end of period $ 12.9 $ 63.6 See accompanying Notes to Consolidated Financial Statements (Unaudited) 5 Table of Contents Footnote Index BRINKER INTERNATIONAL, INC. Notes to Consolidated Financial Statements (Unaudited) Footnote Index Note # Description Page Note 1 Basis of Presentation 7 Note 2 Chili’s Restaurant Acquisitions 8 Note 3 Revenue Recognition 9 Note 4 Other Gains and Charges 11 Note 5 Income Taxes 12 Note 6 Net Income Per Share 12 Note 7 Segment Information 13 Note 8 Fair Value Measurements 16 Note 9 Leases 17 Note 10 Debt 19 Note 11 Accrued and Other Liabilities 20 Note 12 Shareholders’ Deficit 21 Note 13 Supplemental Cash Flow Information 23 Note 14 Contingencies 23 6 Table of Contents Footnote Index 1. BASIS OF PRESENTATION References to “Brinker,” the “Company,” “we,” “us,” and “our” in this Form 10-Q refer to Brinker International, Inc. and its subsidiaries and any predecessor companies of Brinker International, Inc. Our Consolidated Financial Statements (Unaudited) as of March 30, 2022 and June 30, 2021, and for the thirteen and thirty-nine week periods ended March 30, 2022 and March 24, 2021, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). 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™. At March 30, 2022, we owned, operated or franchised 1,650 restaurants, consisting of 1,187 Company-owned restaurants and 463 franchised restaurants, located in the United States, 28 countries and two United States territories. Fiscal Year 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 year 2022 contains 52 weeks and will end on June 29, 2022. Fiscal year 2021 ended on June 30, 2021 and contained 53 weeks. Use of Estimates The preparation of the Consolidated Financial Statements (Unaudited) is in conformity with generally accepted accounting principles in the United States (“GAAP”) and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements (Unaudited), and the reported amounts of revenues and costs and expenses in the reporting periods. Actual results could differ from those estimates. The information furnished herein reflects all adjustments (consisting only of normal recurring accruals and adjustments) which are, in our opinion, necessary to fairly state the interim operating results, financial position and cash flows for the respective periods. However, these operating results are not necessarily indicative of the results expected for the full fiscal year. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with GAAP, have been omitted pursuant to SEC rules and regulations. The Notes to Consolidated Financial Statements (Unaudited) should be read in conjunction with the Notes to Consolidated Financial Statements contained in our June 30, 2021 Form 10-K. We believe the disclosures are sufficient for interim financial reporting purposes. All amounts in the Notes to Consolidated Financial Statements (Unaudited) are presented in millions unless otherwise specified. Foreign Currency Translation The foreign currency translation adjustment included in Comprehensive income in the Consolidated Statements of Comprehensive Income (Unaudited) represents the unrealized impact of translating the financial statements of our Canadian restaurants from Canadian dollars to United States dollars. This amount is not included in Net income and would only be realized upon disposition of our Canadian restaurants. The related Accumulated other comprehensive loss is presented in the Consolidated Balance Sheets (Unaudited). 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. The spread of COVID-19 has 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. 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. 7 Table of Contents Footnote Index We have been carefully assessing the effect of COVID-19 on our business as conditions continue to evolve throughout the communities we serve. At this time, the ultimate impact of COVID-19 cannot be reasonably estimated due to the uncertainty about the extent and the duration of the spread of the virus and could lead to further reduced sales, capacity restrictions, restaurant closures, delays in our supply chain or impair our ability to staff accordingly which could adversely impact our financial results. New Accounting Standards Implemented in Fiscal 2022 We reviewed all accounting pronouncements that became effective for our fiscal 2022 and determined that either they were not applicable or they did not have a material impact on the Consolidated Financial Statements (Unaudited). We also reviewed all recently issued accounting pronouncements to be adopted in future periods and determined that they are not expected to have a material impact on the Consolidated Financial Statements (Unaudited). 2. CHILI’S RESTAURANT ACQUISITIONS During the first three quarters of fiscal 2022, we completed three acquisitions of certain assets and liabilities related to previously franchised Chili’s locations, as follows: • Mid-Atlantic Region Acquisition - On September 2, 2021, we acquired 23 previously franchised Chili’s restaurants located in the Mid-Atlantic region of the United States for a total purchase price of $ 47.7 million, including post-closing adjustments. The acquisition was funded with borrowings from our existing credit facility and proceeds from a sale leaseback transaction completed simultaneously with the acquisition (refer to Note 9 - Leases for further details on the sale leaseback transaction). • Great Lakes Region Acquisition - On October 31, 2021, we acquired 37 previously franchised Chili’s restaurants located in the Great Lakes and Northeast region of the United States for a total purchase price of $ 56.0 million, excluding post-closing adjustments, funded with borrowings from our existing credit facility. • Northwest Region Acquisition - On February 1, 2022, we acquired six previously franchised Chili’s restaurants located in the Northwest region of the United States for a total purchase price of $ 1.3 million, excluding post-closing adjustments, funded with borrowings from our existing credit facility. Pro-forma financial information for these acquisitions are not presented due to the immaterial impact of the financial results of the acquired restaurants in the Consolidated Financial Statements (Unaudited). We accounted for each of these acquisitions as a business combination. The assets and liabilities of the Mid-Atlantic Region Acquisition restaurants were recorded at their fair values. The assets and liabilities of the Great Lakes Region Acquisition and Northwest Region Acquisition restaurants were recorded based on preliminary estimates of their fair values and are subject to revision. The final purchase price allocations are expected to be completed during the fourth quarter of fiscal 2022. The results of operations, and assets and liabilities, of these restaurants are included in the Consolidated Financial Statements (Unaudited) from the acquisition dates. The fair values of tangible and intangible assets acquired were primarily based on significant inputs not observable in an active market, including estimates of replacement costs, future cash flows and discount rates. These inputs 8 Table of Contents Footnote Index represent Level 3 fair value measurements as defined under GAAP. The amounts recorded for the fair value of acquired assets and liabilities at the acquisition dates are as follows: Mid-Atlantic Region Great Lakes Region (Preliminary) Current assets $ 1.4 $ 2.1 Property and equipment 46.2 43.9 Operating lease assets (2) 23.6 45.1 Reacquired franchise rights (1) 4.7 4.6 Goodwill (3) — 6.9 Current liabilities ( 1.4 ) ( 0.3 ) Finance lease liabilities, less current portion ( 3.7 ) — Operating lease liabilities, less current portion (2) ( 23.1 ) ( 45.2 ) Net assets acquired (4) $ 47.7 $ 57.1 (1) Reacquired franchise rights related to the Mid-Atlantic Region acquisition and Great Lakes Region acquisition both have weighted average amortization periods of approximately 15 years. (2) Refer to Note 9 - Leases for further details. (3) Goodwill is expected to be deductible for tax purposes. The portion of the purchase price attributable to goodwill represents the benefits expected as a result of the acquisition, including sales and unit growth opportunities, and the benefit of the assembled workforce of the acquired restaurants. (4) Net assets acquired at fair value related to the Mid-Atlantic Region acquisition are equal to the total purchase price of $ 48.0 million, less $ 0.3 million of closing adjustments. Net assets acquired at fair value related to the Great Lakes Region acquisition are equal to the total purchase price of $ 56.0 million, plus $ 1.1 million of closing adjustments. 3. REVENUE RECOGNITION Deferred Franchise and Development Fees Our deferred franchise and development fees consist of the unrecognized fees received from franchisees. Recognition of these fees in subsequent periods is based on satisfaction of the contractual performance obligations of our active contracts with franchisees. We also expect to earn subsequent period royalties and advertising fees related to our franchise contracts; however, due to the variability and uncertainty of these future revenues based upon a sales-based measure, these future revenues are not yet estimable as the performance obligations remain unsatisfied. Deferred franchise and development fees are classified within Other accrued liabilities for the current portion expected to be recognized within the next 12 months, and Other liabilities for the long-term portion in the Consolidated Balance Sheets (Unaudited). 9 Table of Contents Footnote Index The following table reflects the changes in deferred franchise and development fees between June 30, 2021 and March 30, 2022: Deferred Franchise and Development Fees Balance as of June 30, 2021 $ 11.4 Additions 0.8 Amount recognized for Chili's restaurant acquisitions (1) ( 0.8 ) Amount recognized to Franchise and other revenues ( 1.3 ) Balance as of March 30, 2022 $ 10.1 (1) The remaining deferred franchise and development fee balances associated with the 66 acquired Chili’s restaurants were recognized as of the acquisition dates in Other (gains) and charges in the Consolidated Statements of Comprehensive Income (Unaudited). Refer to Note 2 - Chili’s Restaurant Acquisitions for further details. The following table illustrates franchise and development fees expected to be recognized in the future related to performance obligations that were unsatisfied or partially unsatisfied as of March 30, 2022: Fiscal Year Franchise and Development Fees Revenue Recognition Remainder of 2022 $ 0.2 2023 0.9 2024 0.8 2025 0.8 2026 0.8 Thereafter 6.6 $ 10.1 Deferred Gift Card Revenues Deferred revenues related to our gift cards include the full value of unredeemed gift card balances less recognized breakage and the unamortized portion of third party fees. The following table reflects the changes in the Gift card liability between June 30, 2021 and March 30, 2022: Gift Card Liability Balance as of June 30, 2021 $ 106.4 Gift card sales 107.2 Gift card redemptions recognized to Company sales ( 93.0 ) Gift card breakage recognized to Franchise and other revenues ( 16.5 ) Other 0.7 Balance as of March 30, 2022 $ 104.8 10 Table of Contents Footnote Index 4. OTHER GAINS AND CHARGES Other (gains) and charges in the Consolidated Statements of Comprehensive Income (Unaudited) consist of the following: Thirteen Week Periods Ended Thirty-Nine Week Periods Ended March 30, 2022 March 24, 2021 March 30, 2022 March 24, 2021 Restaurant closure charges $ 1.2 $ 0.3 $ 1.7 $ 2.2 Remodel-related costs 0.9 0.9 4.0 1.8 COVID-19 related charges 0.7 0.9 0.2 3.1 Acquisition-related costs, net 0.6 — 1.5 — Enterprise system implementation costs 0.5 — 1.4 — Loss from natural disasters, net of (insurance recoveries) — 1.8 0.8 2.0 Lease contingencies — — 2.9 — Restaurant impairment charges — — — 2.5 Other 2.2 0.4 4.5 1.9 $ 6.1 $ 4.3 $ 17.0 $ 13.5 Fiscal 2022 • Restaurant closure charges related to closure costs and leases associated with certain closed Chili’s restaurants. • Remodel-related costs related to existing fixed asset write-offs associated with ongoing Chili’s and Maggiano’s remodel projects. • COVID-19 related charges primarily consisted of charges for employee assistance and related payroll taxes for certain team members partially offset by an employee retention credit as allowed under the CARES Act in the second quarter and credits received as part of the 2021 New Mexico Senate Bill 1 in the first quarter. • Acquisition-related costs, net primarily related to the 66 restaurants acquired from franchisees during the first three quarters. Refer to Note 2 - Chili’s Restaurant Acquisitions for further details. • Enterprise system implementation costs primarily consisted of consulting and subscription fees related to the ongoing enterprise system implementation. • Lease contingencies were recorded for potential lease defaults on certain lease guarantees and subleases. Refer to Note 14 - Contingencies for additional information about our secondarily liable lease guarantees. Fiscal 2021 • Restaurant closure charges in the thirty-nine week period related to closure costs and leases associated with certain closed Chili’s restaurants. • Remodel-related costs related to fixed asset disposals associated with the ongoing Chili’s remodel initiative. • COVID-19 related charges in the thirty-nine week period ended March 24, 2021 consisted of the following costs related to both Chili’s and Maggiano’s: – 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. 11 Table of Contents Footnote Index • Loss from natural disasters, net of (insurance recoveries) primarily consisted of costs incurred related to Winter Storm Uri in February 2021. • Restaurant impairment charges primarily related to the long-lived and operating lease assets of 10 underperforming Chili’s restaurants and three underperforming Maggiano’s restaurants. 5. INCOME TAXES Thirteen Week Periods Ended Thirty-Nine Week Periods Ended March 30, 2022 March 24, 2021 March 30, 2022 March 24, 2021 Effective income tax rate 5.4 % 11.7 % 4.7 % 0.4 % The federal statutory tax rate for the periods presented was 21.0 %. A reconciliation between the reported Provision for income taxes and the amount computed by applying the statutory federal income tax rate to Income before income taxes is as follows: Thirty-Nine Week Period Ended March 30, 2022 Income tax expense at statutory rate - 21.0 % $ 17.1 FICA tip tax credit ( 16.4 ) Stock-based compensation excess tax benefits ( 0.7 ) State income taxes, net of federal benefit 5.0 Other ( 1.2 ) Provision for income taxes - 4.7 % $ 3.8 6. NET INCOME PER SHARE Basic net income per share is computed by dividing Net income by the Basic weighted average shares outstanding for the reporting period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For the calculation of Diluted net income per share, the Basic weighted average shares outstanding is increased by the dilutive effect of stock options and restricted share awards. Stock options and restricted share awards with an anti-dilutive effect are not included in the Diluted net income per share calculation. Basic weighted average shares outstanding are reconciled to Diluted weighted average shares outstanding as follows: Thirteen Week Periods Ended Thirty-Nine Week Periods Ended March 30, 2022 March 24, 2021 March 30, 2022 March 24, 2021 Basic weighted average shares outstanding 44.4 45.5 45.2 45.3 Dilutive stock options 0.1 0.5 0.2 0.3 Dilutive restricted shares 0.6 0.7 0.6 0.6 Total dilutive impact 0.7 1.2 0.8 0.9 Diluted weighted average shares outstanding 45.1 46.7 46.0 46.2 Awards excluded due to anti-dilutive effect 1.1 0.0 0.7 0.7 12 Table of Contents Footnote Index 7. SEGMENT INFORMATION Our operating segments are Chili’s and Maggiano’s. The Chili’s segment includes the results of our Company-owned Chili’s restaurants, which are principally located in the United States, within the full-service casual dining segment of the industry. The Chili’s segment also has Company-owned restaurants in Canada, and franchised locations in the United States, 28 countries and two United States territories. The Maggiano’s segment includes the results of our Company-owned Maggiano’s restaurants in the United States as well as the results from our domestic franchise business. The Other segment includes costs related to our restaurant support teams for the Chili’s and Maggiano’s brands, including operations, finance, franchise, marketing, human resources and culinary innovation. The Other segment also includes costs related to the common and shared infrastructure, including accounting, information technology, purchasing, guest relations, legal and restaurant development. Company sales for each segment include revenues generated by the operation of Company-owned restaurants including gift card redemptions and revenues from our virtual brands. Franchise and other revenues for each operating segment include royalties, gift card breakage, delivery income, Maggiano’s banquet service charge income, digital entertainment revenue, franchise advertising fees, franchise and development fees, gift card equalization and gift card discount costs from third-party gift card sales. We do not rely on any major customers as a source of sales, and the customers and long-lived assets of our operating segments are predominantly located in the United States. There were no material transactions amongst our operating segments. Our chief operating decision maker uses Operating income as the measure for assessing performance of our segments. Operating income includes revenues and expenses directly attributable to segment-level results of operations. Restaurant expenses during the periods presented primarily included restaurant rent, supplies, property and equipment maintenance, delivery fees, utilities, credit card processing fees, property taxes, supervision expenses, and worker’s comp and general liability insurance. 13 Table of Contents Footnote Index The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP: Thirteen Week Period Ended March 30, 2022 Chili’s (1) Maggiano’s Other Consolidated Company sales $ 863.3 $ 97.3 $ — $ 960.6 Royalties 7.8 0.1 — 7.9 Franchise fees and other revenues 8.5 3.4 — 11.9 Franchise and other revenues 16.3 3.5 — 19.8 Total revenues 879.6 100.8 — 980.4 Food and beverage costs 245.6 24.7 — 270.3 Restaurant labor 295.0 34.1 — 329.1 Restaurant expenses 215.2 28.7 0.2 244.1 Depreciation and amortization 35.9 3.4 2.9 42.2 General and administrative 9.5 2.3 27.4 39.2 Other (gains) and charges 5.2 0.0 0.9 6.1 Total operating costs and expenses 806.4 93.2 31.4 931.0 Operating income (loss) 73.2 7.6 ( 31.4 ) 49.4 Interest expenses 1.2 0.1 9.8 11.1 Other income, net — — ( 0.4 ) ( 0.4 ) Income (loss) before income taxes $ 72.0 $ 7.5 $ ( 40.8 ) $ 38.7 Thirteen Week Period Ended March 24, 2021 Chili’s Maggiano’s Other Consolidated Company sales $ 749.0 $ 64.7 $ — $ 813.7 Royalties 7.7 — — 7.7 Franchise fees and other revenues 6.3 0.7 — 7.0 Franchise and other revenues 14.0 0.7 — 14.7 Total revenues 763.0 65.4 — 828.4 Food and beverage costs 198.7 15.2 — 213.9 Restaurant labor 248.7 22.1 — 270.8 Restaurant expenses 194.2 21.7 0.2 216.1 Depreciation and amortization 31.0 3.4 3.0 37.4 General and administrative 7.0 1.3 25.4 33.7 Other (gains) and charges 3.1 0.3 0.9 4.3 Total operating costs and expenses 682.7 64.0 29.5 776.2 Operating income (loss) 80.3 1.4 ( 29.5 ) 52.2 Interest expenses 1.4 — 12.7 14.1 Other income, net ( 0.1 ) — ( 0.2 ) ( 0.3 ) Income (loss) before income taxes $ 79.0 $ 1.4 $ ( 42.0 ) $ 38.4 14 Table of Contents Footnote Index Thirty-Nine Week Period Ended March 30, 2022 Chili’s (1) Maggiano’s Other Consolidated Company sales $ 2,428.5 $ 296.2 $ — $ 2,724.7 Royalties 25.4 0.3 — 25.7 Franchise fees and other revenues 21.5 10.7 — 32.2 Franchise and other revenues 46.9 11.0 — 57.9 Total revenues 2,475.4 307.2 — 2,782.6 Food and beverage costs 683.8 73.6 — 757.4 Restaurant labor 846.1 103.3 — 949.4 Restaurant expenses 624.8 86.8 0.5 712.1 Depreciation and amortization 104.3 10.2 8.6 123.1 General and administrative 24.7 6.2 77.9 108.8 Other (gains) and charges 10.2 0.2 6.6 17.0 Total operating costs and expenses 2,293.9 280.3 93.6 2,667.8 Operating income (loss) 181.5 26.9 ( 93.6 ) 114.8 Interest expenses 4.0 0.3 30.5 34.8 Other income, net ( 0.3 ) — ( 0.9 ) ( 1.2 ) Income (loss) before income taxes $ 177.8 $ 26.6 $ ( 123.2 ) $ 81.2 Segment assets $ 2,120.7 $ 227.6 $ 110.5 $ 2,458.8 Segment goodwill 156.7 38.4 — 195.1 Payments for property and equipment 96.7 6.8 5.5 109.0 Thirty-Nine Week Period Ended March 24, 2021 Chili’s Maggiano’s Other Consolidated Company sales $ 2,107.0 $ 181.1 $ — $ 2,288.1 Royalties 21.9 0.1 — 22.0 Franchise fees and other revenues 17.0 2.1 — 19.1 Franchise and other revenues 38.9 2.2 — 41.1 Total revenues 2,145.9 183.3 — 2,329.2 Food and beverage costs 563.2 43.1 — 606.3 Restaurant labor 710.3 64.3 — 774.6 Restaurant expenses 564.6 64.6 0.7 629.9 Depreciation and amortization 92.4 10.4 9.2 112.0 General and administrative 17.8 3.9 72.5 94.2 Other (gains) and charges 11.1 1.2 1.2 13.5 Total operating costs and expenses 1,959.4 187.5 83.6 2,230.5 Operating income (loss) 186.5 ( 4.2 ) ( 83.6 ) 98.7 Interest expenses 4.2 0.1 38.8 43.1 Other income, net ( 0.4 ) — ( 0.8 ) ( 1.2 ) Income (loss) before income taxes $ 182.7 $ ( 4.3 ) $ ( 121.6 ) $ 56.8 Payments for property and equipment $ 56.3 $ 1.4 $ 4.7 $ 62.4 15 Table of Contents Footnote Index (1) Chili’s segment information for fiscal 2022 includes the results of operations and the fair values of assets related to the 66 restaurants purchased from three former franchisees subsequent to the acquisition dates. Refer to Note 2 - Chili’s Restaurant Acquisitions for further details. 8. FAIR VALUE MEASUREMENTS Fair value is the price that would be received for an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants on the measurement date. Fair value measurements are categorized in three levels based on the types of significant inputs used, as follows: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 Observable inputs available at measurement date other than quote prices included in Level 1 Level 3 Unobservable inputs that cannot be corroborated by observable market data Non-Financial Assets Measured on a Non-Recurring Basis We review the carrying amounts of long-lived property and equipment including finance lease assets, operating lease assets, reacquired franchise rights and transferable liquor licenses annually or when events or circumstances indicate that the fair value may not substantially exceed the carrying amount. We record an impairment charge for the excess of the carrying amount over the fair value. All impairment charges were included in Other (gains) and charges in the Consolidated Statements of Comprehensive Income (Unaudited) for the periods presented. Intangibles, net in the Consolidated Balance Sheets (Unaudited) includes both indefinite-lived intangible assets such as transferable liquor licenses and definite-lived intangible assets such as reacquired franchise rights and trademarks. Intangibles, net included accumulated amortization associated with definite-lived intangible assets at March 30, 2022 and June 30, 2021, of $ 11.8 million and $ 9.6 million, respectively. Definite Lived Assets Impairment Definite lived assets include property and equipment, including finance lease assets, operating lease assets and reacquired franchise rights. During the thirteen and thirty-nine week periods ended March 30, 2022, no indicators of impairment were identified. Indefinite Lived Assets Impairment The fair values of transferable liquor licenses are based on prices in the open market for licenses in the same or similar jurisdictions, and are categorized as Level 2. During the thirteen and thirty-nine week periods ended March 30, 2022 and March 24, 2021, no indicators of impairment were identified. Goodwill We review the carrying amounts of goodwill annually or when events or circumstances indicate that the carrying amount may not be recoverable. We may elect to perform a qualitative assessment for our reporting units to determine whether it is more likely than not that the fair value of the reporting unit is greater than its carrying value. If a qualitative assessment is not performed, or if the result of the qualitative assessment indicates a potential impairment, then the fair value of the reporting unit is compared to its carrying value. If the carrying amount is not recoverable, we record an impairment charge for the excess of the carrying amount over the implied fair value of the goodwill. Related to the qualitative assessment, changes in circumstances existing at the measurement date or at other times in the future, such as declines in our market capitalization, as well as in the market capitalization of other companies in the restaurant industry, declines in sales at our restaurants, and significant adverse changes in the operating environment for the restaurant industry could result in an impairment loss of all or a portion of our goodwill. We performed our annual goodwill impairment analysis in the second quarter of fiscal 2022 using a qualitative approach based on these factors and no indicators of impairment were identified. During the thirteen and thirty-nine week periods ended March 30, 2022, management concluded that no triggering event occurred. 16 Table of Contents Footnote Index Our ability to operate dining and banquet rooms and generate off-premise sales at our restaurants is critical to avoiding a future triggering event as the impact of the COVID-19 pandemic continues. Management’s judgments about the impact of the pandemic could change as additional developments occur. We will continue to monitor and evaluate our results in future periods to determine if a more detailed assessment is necessary. Chili’s Restaurant Acquisitions In the first three quarters of fiscal 2022, we completed the acquisition of 66 Chili’s restaurants from three former franchisees. The preliminary fair value of assets acquired and liabilities assumed for these restaurants utilized Level 3 inputs. The fair values of intangible assets acquired were primarily based on significant inputs not observable in an active market, including estimates of replacement costs, future cash flows, and discount rates. Refer to Note 2 - Chili’s Restaurant Acquisitions for further details. Other Financial Instruments Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The fair values of cash and cash equivalents, accounts receivable and accounts payable approximate their carrying amounts because of the short maturity of these items. Long-Term Debt The carrying amount of debt outstanding related to our revolving credit facility approximates fair value as the interest rate on this instrument approximates current market rates (Level 2). The fair values of the 3.875 % and 5.000 % notes are based on quoted market prices and are considered Level 2 fair value measurements. The carrying amounts and fair values of the 3.875 % notes and 5.000 % notes, net of unamortized debt issuance costs and discounts, are as follows: March 30, 2022 June 30, 2021 Carrying Amount Fair Value Carrying Amount Fair Value 3.875 % notes $ 299.6 $ 301.2 $ 299.3 $ 309.0 5.000 % notes 348.0 352.5 347.5 369.3 9. LEASES We typically lease our restaurant facilities through ground leases (where we lease land only, but construct the building and improvements) or retail leases (where we lease the land/retail space and building). In addition to our restaurant facilities, we also lease our corporate headquarters location and certain equipment. Lease Amounts Included in the Consolidated Statements of Comprehensive Income (Unaudited) The components of lease expenses included in the Consolidated Statements of Comprehensive Income (Unaudited) were as follows: Thirteen Week Periods Ended Thirty-Nine Week Periods Ended March 30, 2022 March 24, 2021 March 30, 2022 March 24, 2021 Operating lease cost $ 44.1 $ 41.9 $ 128.7 $ 125.6 Variable lease cost 13.9 14.6 44.1 43.5 Finance lease amortization 5.9 4.2 17.6 12.4 Finance lease interest 1.3 1.4 4.3 4.3 Short-term lease cost 0.1 0.2 0.4 0.4 Sublease income ( 0.9 ) ( 1.0 ) ( 3.3 ) ( 3.2 ) Total lease costs, net $ 64.4 $ 61.3 $ 191.8 $ 183.0 17 Table of Contents Footnote Index Pre-Commencement Leases As of the end of the third quarter of fiscal 2022, we have 18 pre-commencement leases for new Chili’s locations with undiscounted fixed payments of $ 25.5 million over the initial term. These leases are expected to commence in the next 12 months and are expected to have an economic lease term of 20 years. These leases will commence when the landlords make the property available to us for new restaurant construction. We will assess the reasonably certain lease term at the lease commencement date. Significant Changes in Leases during the Period In the first quarter of fiscal 2022, as part of the Chili’s Mid-Atlantic Region Acquisition, we assumed 11 new real estate operating leases. At March 30, 2022, the balances associated with these new leases in the Consolidated Balance Sheets (Unaudited) include Operating lease assets of $ 23.1 million, Operating lease liabilities of $ 0.6 million, and Long-term operating lease liabilities, less current portion of $ 22.7 million. The leases were recorded net of prepaid rent at the date of acquisition. In the second quarter of fiscal 2022, as part of the Chili’s Great Lakes Region Acquisition, we assumed 26 new real estate operating leases. At March 30, 2022, the balances associated with these new leases in the Consolidated Balance Sheets (Unaudited) include Operating lease assets of $ 46.6 million, Operating lease liabilities of $ 1.6 million, and Long-term operating lease liabilities, less current portion of $ 45.8 million. The leases were recorded net of purchase price accounting adjustments and prepaid rent at the date of acquisition. In the third quarter of fiscal 2022, as part of the Chili’s Northwest Region Acquisition, we assumed 3 new real estate operating leases. At March 30, 2022, the balances associated with these new leases in the Consolidated Balance Sheets (Unaudited) include Operating lease assets of $ 5.5 million, Operating lease liabilities of $ 0.1 million, and Long-term operating lease liabilities, less current portion of $ 5.4 million. The leases were recorded net of prepaid rent at the date of acquisition. Refer to Note 2 - Chili’s Restaurant Acquisitions for further details. In the third quarter of fiscal 2022, we completed lease modifications related to 25 real estate leases that were previously classified as finance leases. As a result of the modifications, the lease terms are for 20 years and the leases were reassessed as operating leases. At March 30, 2022, the balances associated with these leases in the Consolidated Balance Sheets (Unaudited) include Operating lease assets of $ 48.3 million, Operating lease liabilities of $ 1.0 million, and Long-term operating lease liabilities, less current portion of $ 47.6 million. Also, as a result of these modifications, the finance lease asset and lease liability balances decreased in the Consolidated Balance Sheets (Unaudited) including decreases to Buildings and leasehold improvements of $ 17.4 million, Other accrued liabilities of $ 2.8 million and Long-term debt and finance leases, less current installments of $ 15.0 million. Restaurant Properties Sale Leaseback Transaction In the first quarter of fiscal 2022, simultaneous with the Mid-Atlantic Region Acquisition, we completed sale leaseback transactions on six of the acquired restaurants. The properties were sold at their acquisition cost resulting in proceeds of $ 20.5 million with no gain or loss. The initial terms of all leases we entered into as part of the sale leaseback transactions are for 15 years, plus renewal options at our discretion. All of the leases were determined to be operating leases. Rent expenses associated with these operating leases are recognized on a straight-line basis over the lease terms under ASC 842. At March 30, 2022, the balances associated with these new leases in the Consolidated Balance Sheets (Unaudited) include Operating lease assets of $ 17.9 million, Operating lease liabilities of $ 0.4 million, and Long-term operating lease liabilities, less current portion of $ 17.6 million. 18 Table of Contents Footnote Index 10. DEBT Long-term debt consists of the following: March 30, 2022 June 30, 2021 Revolving credit facility $ 264.3 $ 171.3 5.000% notes 350.0 350.0 3.875% notes 300.0 300.0 Finance lease obligations 97.1 121.3 Total long-term debt and finance leases 1,011.4 942.6 Less: unamortized debt issuance costs and discounts ( 2.4 ) ( 3.2 ) Total long-term debt, less unamortized debt issuance costs and discounts 1,009.0 939.4 Less: current installments of long-term debt and finance leases (1) ( 21.1 ) ( 21.5 ) Long-term debt and finance leases, less current installments $ 987.9 $ 917.9 (1) Current installments of long-term debt consist of finance leases and are recorded within Other accrued liabilities in the Consolidated Balance Sheets (Unaudited). Refer to Note 11 - Accrued and Other Liabilities for further details. Revolving Credit Facility On August 18, 2021, we revised our existing $ 1.0 billion revolving credit facility to an $ 800.0 million revolving credit facility to extend the maturity date and provide additional flexibility. In the thirty-nine week period ended March 30, 2022, net borrowings of $ 93.0 million were drawn on the revolving credit facility. As of March 30, 2022, $ 535.7 million of credit was available under the new revolving credit facility. The $ 800.0 million revolving credit facility 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 March 30, 2022, our interest rate was 2.250 % consisting of LIBOR of 0.500 % plus the applicable margin of 1.750 %. In the thirty-nine week period ended March 30, 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 (Unaudited). Financial Covenants Our debt agreements contain various financial covenants that, among other things, require the maintenance of certain leverage ratios. As of March 30, 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 . We expect to remain in compliance with our covenants during the remainder of fiscal 2022. 19 Table of Contents Footnote Index 11. ACCRUED AND OTHER LIABILITIES Other accrued liabilities consist of the following: March 30, 2022 June 30, 2021 Insurance $ 21.7 $ 21.7 Current installments of long-term debt and finance leases 21.1 21.5 Property tax 19.0 22.4 Sales tax 18.8 23.2 Interest 13.6 6.9 Utilities and services 9.3 8.4 Other (1) 21.7 13.3 $ 125.2 $ 117.4 (1) Other primarily consists of guest deposits for Maggiano’s banquets, state income taxes payable, contingent lease liabilities related to our lease guarantees, rent-related accruals, deferred franchise and development fees, charitable donations and other various accruals. Refer to Note 14 - Contingencies for additional information about our lease guarantees. Other liabilities consist of the following: March 30, 2022 June 30, 2021 Insurance $ 38.6 $ 35.0 Deferred franchise and development fees 9.1 10.4 Unrecognized tax benefits 2.7 3.5 Deferred payroll taxes (1) — 27.2 Other 5.3 5.9 $ 55.7 $ 82.0 (1) Deferred payroll taxes consisted of the employer portion of certain payroll related taxes that were deferred as allowed under the CARES Act. The first installment, due on December 31, 2021, was paid during the second quarter of fiscal 2022. The second installment, due on December 31, 2022, is classified within Accrued payroll in the Consolidated Balance Sheets (Unaudited). 20 Table of Contents Footnote Index 12. SHAREHOLDERS’ DEFICIT The changes in Total shareholders’ deficit during the thirty-nine week periods ended March 30, 2022 and March 24, 2021, respectively, were as follows: Thirty-Nine Week Period Ended March 30, 2022 Common Stock Additional Paid-In Capital Accumulated Deficit Treasury Stock Accumulated Other Comprehensive Loss Total Balances at June 30, 2021 $ 7.0 $ 685.4 $ ( 266.1 ) $ ( 724.9 ) $ ( 4.7 ) $ ( 303.3 ) Net income — — 13.2 — — 13.2 Other comprehensive loss — — — — ( 0.4 ) ( 0.4 ) Dividends — — 0.0 — — 0.0 Stock-based compensation — 4.3 — — — 4.3 Purchases of treasury stock — ( 2.0 ) — ( 37.6 ) — ( 39.6 ) Issuances of treasury stock — ( 8.3 ) — 8.6 — 0.3 Balances at September 29, 2021 $ 7.0 $ 679.4 $ ( 252.9 ) $ ( 753.9 ) $ ( 5.1 ) $ ( 325.5 ) Net income — — 27.6 — — 27.6 Other comprehensive loss — — — — ( 0.1 ) ( 0.1 ) Dividends — — 0.0 — — 0.0 Stock-based compensation — 5.6 — — — 5.6 Purchases of treasury stock — 0.0 — ( 35.1 ) — ( 35.1 ) Issuances of treasury stock — ( 1.3 ) — 1.4 — 0.1 Balances at December 29, 2021 $ 7.0 $ 683.7 $ ( 225.3 ) $ ( 787.6 ) $ ( 5.2 ) $ ( 327.4 ) Net income — — 36.6 — — 36.6 Other comprehensive income — — — — 0.4 0.4 Dividends — — — — — — Stock-based compensation — 5.3 — — — 5.3 Purchases of treasury stock — — — ( 26.1 ) — ( 26.1 ) Issuances of treasury stock — ( 1.2 ) — 1.2 — — Balances at March 30, 2022 $ 7.0 $ 687.8 $ ( 188.7 ) $ ( 812.5 ) $ ( 4.8 ) $ ( 311.2 ) 21 Table of Contents Footnote Index Thirty-Nine Week Period Ended March 24, 2021 Common Stock Additional Paid-In Capital Accumulated Deficit Treasury Stock Accumulated Other Comprehensive Loss Total Balances at June 24, 2020 $ 7.0 $ 669.4 $ ( 397.5 ) $ ( 751.8 ) $ ( 6.2 ) $ ( 479.1 ) Net income — — 10.7 — — 10.7 Other comprehensive income — — — — 0.3 0.3 Dividends — — 0.0 — — 0.0 Stock-based compensation — 3.9 — — — 3.9 Purchases of treasury stock — ( 1.1 ) — ( 2.8 ) — ( 3.9 ) Issuances of treasury stock — ( 9.0 ) — 12.0 — 3.0 Balances at September 23, 2020 $ 7.0 $ 663.2 $ ( 386.8 ) $ ( 742.6 ) $ ( 5.9 ) $ ( 465.1 ) Net income — — 12.0 — — 12.0 Other comprehensive income — — — — 0.5 0.5 Dividends — — 0.0 — — 0.0 Stock-based compensation — 3.0 — — — 3.0 Purchases of treasury stock — 0.0 — 0.0 — 0.0 Issuances of treasury stock — 1.2 — 4.3 — 5.5 Balances at December 23, 2020 $ 7.0 $ 667.4 $ ( 374.8 ) $ ( 738.3 ) $ ( 5.4 ) $ ( 444.1 ) Net income — — 33.9 — — 33.9 Other comprehensive income — — — — 0.3 0.3 Dividends — — 0.0 — — 0.0 Stock-based compensation — 4.4 — — — 4.4 Purchases of treasury stock — ( 0.1 ) — ( 0.1 ) — ( 0.2 ) Issuances of treasury stock — 5.7 — 9.4 — 15.1 Balances at March 24, 2021 $ 7.0 $ 677.4 $ ( 340.9 ) $ ( 729.0 ) $ ( 5.1 ) $ ( 390.6 ) Share Repurchases 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 (Unaudited). 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 $ 300.0 million. In the thirty-nine week period ended March 30, 2022, we repurchased 2.4 million shares of our common stock for $ 100.8 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. As of March 30, 2022, approximately $ 204.0 million was available under our share repurchase authorizations. 22 Table of Contents Footnote Index Stock-based Compensation The following table presents the restricted share awards granted and related weighted average fair value per share amounts. Thirty-Nine Week Periods Ended March 30, 2022 March 24, 2021 Restricted share awards Restricted share awards granted 0.4 0.5 Weighted average fair value per share $ 52.89 $ 40.49 Dividends 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 the thirty-nine week periods ended March 30, 2022 and March 24, 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 period. Restricted share award dividends are accrued 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. 13. SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for income taxes and interest is as follows: Thirty-Nine Week Periods Ended March 30, 2022 March 24, 2021 Income taxes, net of (refunds) $ ( 11.6 ) $ 2.8 Interest, net of amounts capitalized 23.5 30.8 Non-cash operating, investing and financing activities are as follows: Thirty-Nine Week Periods Ended March 30, 2022 March 24, 2021 Operating lease additions (1) $ 214.7 $ 51.4 Finance lease additions 12.6 6.1 Accrued capital expenditures 7.6 4.3 Retirement of fully depreciated assets (2) 120.9 13.1 (1) The thirty-nine week period ended March 30, 2022 primarily included operating lease additions associated with the 66 restaurants purchased from three former franchisees and the modifications of 25 leases. Refer to Note 2 - Chili’s Restaurant Acquisitions and to Note 9 - Leases for further details. (2) The thirty-nine week period ended March 30, 2022 included the retirement of fully depreciated assets no longer in use based on a periodic review performed during fiscal 2022. 14. CONTINGENCIES Lease Commitments We have, in certain cases, divested brands or sold restaurants to franchisees and have not been released from lease guarantees for the related restaurants. As of March 30, 2022 and June 30, 2021, we have outstanding lease guarantees or are secondarily liable for an estimated $ 28.7 million and $ 29.2 million, respectively. These amounts represent the maximum potential liability of rent payments under the leases. These leases have been assigned to the buyers and expire at the end of the respective lease terms, which range from fiscal 2022 through fiscal 2032. 23 Table of Contents Footnote Index We have received notices of default and have been named a party in lawsuits pertaining to some of these leases in circumstances where the current lessee did not pay its rent obligations. In the event of default under a lease by a franchisee or owner of a divested brand, the indemnity and default clauses in our agreements with such third parties and applicable laws govern our ability to pursue and recover amounts we may pay on behalf of such parties. As of March 30, 2022, we have contingent liabilities of $ 3.2 million for our estimated exposure of the lease defaults related to these lease guarantees. These contingent liabilities are classified within Other accrued liabilities in the Consolidated Balance Sheets (Unaudited). Letters of Credit We provide letters of credit to various insurers to collateralize obligations for outstanding claims. As of March 30, 2022, we had $ 5.8 million in undrawn standby letters of credit outstanding. All standby letters of credit are renewable within the next 7 months. Cyber Security Litigation In fiscal 2018, we discovered malware at certain Chili’s restaurants that may have resulted in unauthorized access or acquisition of customer payment card data. We settled all claims from payment card companies related to this incident and do not expect material claims in the future. The Company was also named as a defendant in a putative class action lawsuit in the United States District Court for the Middle District of Florida (the “Litigation”) relating to this incident. In the Litigation, plaintiffs assert various claims at the Company’s Chili’s restaurants involving customer payment card information and seek monetary damages in excess of $ 5.0 million, injunctive and declaratory relief, and attorney’s fees and costs. Briefing of our appeal to the 11 th Circuit Court of Appeals seeking to overturn the district court’s class certification orders is complete. Oral argument of the appeal is scheduled for June 8, 2022 in Jacksonville, Florida. We believe we have defenses and intend to continue defending the Litigation. As such, as of March 30, 2022, we have concluded that a loss, or range of loss, from this matter is not determinable, therefore, we have not recorded a liability related to the Litigation. We will continue to evaluate this matter based on new information as it becomes available. Legal Proceedings Evaluating contingencies related to litigation is a process involving judgment on the potential outcome of future events, and the ultimate resolution of litigated claims may differ from our current analysis. Accordingly, we review the adequacy of accruals and disclosures pertaining to litigated matters each quarter in consultation with legal counsel and we assess the probability and range of possible losses associated with contingencies for potential accrual in the Consolidated Financial Statements. We are engaged in various legal proceedings and have certain unresolved claims pending. Liabilities have been established based on our best estimates of our potential liability in certain of these matters. Based upon consultation with legal counsel, management is of the opinion that there are no matters pending or threatened which are expected to have a material adverse effect, individually or in the aggregate, on the consolidated financial condition or results of operations.