BRINKER INTERNATIONAL, INC 10-Q

ITEM 1. FINANCIAL STATEMENTS BRINKER INTERNATIONAL, INC. Consolidated Statements of Comprehensive (Loss) Income (Unaudited) (In millions, except per share amounts) Thirteen Week Periods Ended Twenty-Six Week Periods Ended December 28, 2022 December 29, 2021 December 28, 2022 December 29, 2021 Revenues Company sales $ 1,009.4 $ 915.8 $ 1,955.5 $ 1,781.4 Franchise revenues 9.6 10.0 19.0 20.8 Total revenues 1,019.0 925.8 1,974.5 1,802.2 Operating costs and expenses Food and beverage costs 289.4 252.8 578.9 487.1 Restaurant labor 334.6 315.4 665.2 620.3 Restaurant expenses 268.4 236.7 537.2 468.0 Depreciation and amortization 41.8 41.6 83.7 80.9 General and administrative 35.6 33.1 75.1 69.6 Other (gains) and charges 8.5 6.4 13.5 10.9 Total operating costs and expenses 978.3 886.0 1,953.6 1,736.8 Operating income 40.7 39.8 20.9 65.4 Interest expenses 13.9 11.2 26.2 23.7 Other income, net ( 0.3 ) ( 0.5 ) ( 0.7 ) ( 0.8 ) (Loss) Income before income taxes 27.1 29.1 ( 4.6 ) 42.5 (Benefit) Provision for income taxes ( 0.8 ) 1.5 ( 2.3 ) 1.7 Net (loss) income $ 27.9 $ 27.6 $ ( 2.3 ) $ 40.8 Basic net (loss) income per share $ 0.63 $ 0.61 $ ( 0.05 ) $ 0.90 Diluted net (loss) income per share $ 0.62 $ 0.60 $ ( 0.05 ) $ 0.88 Basic weighted average shares outstanding 44.0 45.1 44.0 45.5 Diluted weighted average shares outstanding 44.8 45.9 44.0 46.4 Other comprehensive income (loss) Foreign currency translation adjustment $ 0.1 $ ( 0.1 ) $ ( 0.9 ) $ ( 0.5 ) Other comprehensive income (loss) 0.1 ( 0.1 ) ( 0.9 ) ( 0.5 ) Comprehensive (loss) income $ 28.0 $ 27.5 $ ( 3.2 ) $ 40.3 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 December 28, 2022 June 29, 2022 ASSETS Current assets Cash and cash equivalents $ 14.7 $ 13.5 Accounts receivable, net 92.0 66.4 Inventories 36.9 35.6 Restaurant supplies 55.6 55.5 Prepaid expenses 34.7 25.7 Income taxes receivable, net 3.3 4.5 Total current assets 237.2 201.2 Property and equipment, at cost Land 44.2 43.4 Buildings and leasehold improvements 1,623.4 1,603.9 Furniture and equipment 750.6 793.0 Construction-in-progress 50.5 33.6 2,468.7 2,473.9 Less accumulated depreciation and amortization ( 1,641.8 ) ( 1,657.2 ) Net property and equipment 826.9 816.7 Other assets Operating lease assets 1,142.9 1,160.5 Goodwill 194.8 195.1 Deferred income taxes, net 72.6 62.5 Intangibles, net 25.9 27.4 Other 19.3 21.0 Total other assets 1,455.5 1,466.5 Total assets $ 2,519.6 $ 2,484.4 LIABILITIES AND SHAREHOLDERS’ DEFICIT Current liabilities Accounts payable $ 142.2 $ 134.3 Gift card liability 105.8 83.9 Accrued payroll 91.3 111.0 Operating lease liabilities 112.2 112.7 Other accrued liabilities 122.0 116.1 Total current liabilities 573.5 558.0 Long-term debt and finance leases, less current installments 1,023.3 989.1 Long-term operating lease liabilities, less current portion 1,133.1 1,151.1 Other liabilities 57.2 54.3 Commitments and contingencies (Note 13) Shareholders’ deficit Common stock ( 250.0 million authorized shares; $ 0.10 par value; 60.3 million shares issued and 44.0 million shares outstanding at December 28, 2022, and 70.3 million shares issued and 43.8 million shares outstanding at June 29, 2022) 6.0 7.0 Additional paid-in capital 688.7 690.9 Accumulated other comprehensive loss ( 6.2 ) ( 5.3 ) Accumulated deficit ( 456.8 ) ( 148.4 ) Treasury stock, at cost ( 16.3 million shares at December 28, 2022, and 26.5 million shares at June 29, 2022) ( 499.2 ) ( 812.3 ) Total shareholders’ deficit ( 267.5 ) ( 268.1 ) Total liabilities and shareholders’ deficit $ 2,519.6 $ 2,484.4 See accompanying Notes to Consolidated Financial Statements (Unaudited) 4 Table of Contents BRINKER INTERNATIONAL, INC. Consolidated Statements of Cash Flows (Unaudited) (In millions) Twenty-Six Week Periods Ended December 28, 2022 December 29, 2021 Cash flows from operating activities Net (loss) income $ ( 2.3 ) $ 40.8 Adjustments to reconcile Net (loss) income to Net cash provided by operating activities: Depreciation and amortization 83.7 80.9 Stock-based compensation 5.9 9.9 Restructure and impairment charges 7.2 5.4 Net loss on disposal of assets 2.1 1.6 Other 0.9 2.1 Changes in assets and liabilities, net of the impact of acquisitions: Accounts receivable, net ( 28.4 ) ( 24.6 ) Inventories ( 2.0 ) ( 2.7 ) Restaurant supplies ( 0.4 ) ( 0.5 ) Prepaid expenses ( 9.2 ) ( 5.0 ) Operating lease assets, net of liabilities ( 1.5 ) 6.4 Deferred income taxes, net ( 10.3 ) ( 2.8 ) Other assets ( 0.1 ) ( 0.1 ) Accounts payable 5.0 ( 5.7 ) Gift card liability 22.0 28.0 Accrued payroll ( 20.2 ) ( 49.0 ) Other accrued liabilities 9.3 6.3 Current income taxes 4.0 16.4 Other liabilities 2.3 0.0 Net cash provided by operating activities 68.0 107.4 Cash flows from investing activities Payments for property and equipment ( 95.3 ) ( 74.1 ) Proceeds from note receivable 2.1 — Payments for franchise restaurant acquisitions — ( 104.5 ) Proceeds from sale leaseback transactions, net of related expenses — 20.5 Net cash used in investing activities ( 93.2 ) ( 158.1 ) Cash flows from financing activities Borrowings on revolving credit facility 280.0 487.5 Payments on revolving credit facility ( 240.0 ) ( 355.0 ) Payments on long-term debt ( 11.3 ) ( 11.7 ) Purchases of treasury stock ( 2.1 ) ( 74.7 ) Payments of dividends ( 0.2 ) ( 1.0 ) Payments for debt issuance costs — ( 3.1 ) Proceeds from issuance of treasury stock 0.0 0.4 Net cash provided by financing activities 26.4 42.4 Net change in cash and cash equivalents 1.2 ( 8.3 ) Cash and cash equivalents at beginning of period 13.5 23.9 Cash and cash equivalents at end of period $ 14.7 $ 15.6 See accompanying Notes to Consolidated Financial Statements (Unaudited) 5 Table of Contents BRINKER INTERNATIONAL, INC. Consolidated Statements of Shareholders’ Deficit (Unaudited) (In millions) Twenty-Six Week Period Ended December 28, 2022 Common Stock Additional Paid-In Capital Accumulated Deficit Treasury Stock Accumulated Other Comprehensive Loss Total Balances at June 29, 2022 $ 7.0 $ 690.9 $ ( 148.4 ) $ ( 812.3 ) $ ( 5.3 ) $ ( 268.1 ) Net loss — — ( 30.2 ) — — ( 30.2 ) Other comprehensive loss — — — — ( 1.0 ) ( 1.0 ) Dividends — — 0.0 — — 0.0 Stock-based compensation — 4.7 — — — 4.7 Purchases of treasury stock — 0.2 — ( 2.2 ) — ( 2.0 ) Issuances of treasury stock — ( 7.8 ) — 7.8 — — Retirement of stock ( 1.0 ) — ( 306.1 ) 307.1 — — Balances at September 28, 2022 $ 6.0 $ 688.0 $ ( 484.7 ) $ ( 499.6 ) $ ( 6.3 ) $ ( 296.6 ) Net income — — 27.9 — — 27.9 Other comprehensive income — — — — 0.1 0.1 Dividends — — — — — — Stock-based compensation — 1.2 — — — 1.2 Purchases of treasury stock — 0.0 — ( 0.1 ) — ( 0.1 ) Issuances of treasury stock — ( 0.5 ) — 0.5 — 0.0 Balances at December 28, 2022 $ 6.0 $ 688.7 $ ( 456.8 ) $ ( 499.2 ) $ ( 6.2 ) $ ( 267.5 ) Twenty-Six Week Period Ended December 29, 2021 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 ) See accompanying Notes to Consolidated Financial Statements (Unaudited) 6 Table of Contents Footnote Index BRINKER INTERNATIONAL, INC. Notes to Consolidated Financial Statements (Unaudited) Footnote Index Note # Description Page Note 1 Basis of Presentation 8 Note 2 Revenue Recognition 9 Note 3 Other Gains and Charges 10 Note 4 Income Taxes 11 Note 5 Net (Loss) Income Per Share 11 Note 6 Segment Information 11 Note 7 Fair Value Measurements 14 Note 8 Leases 15 Note 9 Debt 15 Note 10 Accrued Liabilities 16 Note 11 Shareholders’ Deficit 16 Note 12 Supplemental Cash Flow Information 17 Note 13 Contingencies 17 Note 14 Fiscal 2022 Chili’s Restaurant Acquisitions 18 7 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 December 28, 2022 and June 29, 2022, and for the thirteen and twenty-six week periods ended December 28, 2022 and December 29, 2021, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Effective for the first quarter of fiscal 2023, we are presenting certain revenue streams related to gift cards, digital entertainment, Maggiano’s banquet service charges and delivery fees within Company sales to better align with the presentation used within the casual dining industry. Our presentation of Franchise revenues will now include only revenues related to the ongoing franchise-operated restaurants. Comparative figures in prior years have been adjusted to conform to the current year’s presentation. These reclassifications have no effect on Total revenues or Net income previously reported. 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 ® . As of December 28, 2022, we owned, operated or franchised 1,648 restaurants, consisting of 1,182 Company-owned restaurants and 466 franchised restaurants, located in the United States, 28 countries and two United States territories. 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 29, 2022 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 (loss) income in the Consolidated Statements of Comprehensive (Loss) 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 (loss) 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). COVID-19 Pandemic and Other Impacts to Our Operating Environment During fiscal 2022, increasing COVID-19 cases in the United States, including 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. During 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. The ongoing effects of COVID-19 and its variants, along with other geopolitical and macroeconomic events could lead to further capacity restrictions, mask and 8 Table of Contents Footnote Index vaccine mandates, 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. New Accounting Standards Implemented in Fiscal 2023 We reviewed accounting pronouncements that became effective for our fiscal 2023 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 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. 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). The following table reflects the changes in deferred franchise and development fees between June 29, 2022 and December 28, 2022: Deferred Franchise and Development Fees Balance as of June 29, 2022 $ 10.1 Additions 1.7 Amount recognized to Franchise revenues ( 0.5 ) Balance as of December 28, 2022 $ 11.3 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 December 28, 2022: Fiscal Year Franchise and Development Fees Revenue Recognition Remainder of 2023 $ 0.4 2024 0.9 2025 0.8 2026 0.8 2027 0.7 Thereafter 7.7 $ 11.3 9 Table of Contents Footnote Index 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 29, 2022 and December 28, 2022: Gift Card Liability Balance as of June 29, 2022 $ 83.9 Gift card sales 80.3 Gift card redemptions recognized to Company sales ( 50.2 ) Gift card breakage recognized to Company sales ( 6.6 ) Other ( 1.6 ) Balance as of December 28, 2022 $ 105.8 3. OTHER GAINS AND CHARGES Other (gains) and charges in the Consolidated Statements of Comprehensive (Loss) Income (Unaudited) consist of the following: Thirteen Week Periods Ended Twenty-Six Week Periods Ended December 28, 2022 December 29, 2021 December 28, 2022 December 29, 2021 Restaurant closure charges $ 3.3 $ 0.3 $ 4.8 $ 0.5 Severance and other benefit charges 2.4 — 2.9 — Loss from natural disasters, net of (insurance recoveries) 1.1 0.2 0.9 0.8 Enterprise system implementation costs 1.0 0.3 2.0 0.9 Remodel-related costs 0.2 1.6 1.0 3.1 Lease contingencies — 2.9 — 2.9 Other 0.5 1.1 1.9 2.7 $ 8.5 $ 6.4 $ 13.5 $ 10.9 • Restaurant closure charges relates to closure costs and leases associated with certain closed Chili’s restaurants for all periods presented and one closed Maggiano’s in the first quarter of fiscal 2023. • Severance and other benefit charges relates to changes in our management team and organizational structure. • Loss from natural disasters, net of (insurance recoveries) in the current year primarily consists of costs incurred related to Hurricane Ian and the Winter Storm in December 2022. • Enterprise system implementation costs primarily consists of consulting fees and subscription fees related to the ongoing enterprise system implementation for all periods presented. • Remodel-related costs relates to existing fixed asset write-offs associated with the ongoing Chili’s and Maggiano’s remodel projects for all periods presented. • Lease contingencies in the prior year were recorded for potential lease defaults on certain lease guarantees and subleases. 10 Table of Contents Footnote Index 4. INCOME TAXES Thirteen Week Periods Ended Twenty-Six Week Periods Ended December 28, 2022 December 29, 2021 December 28, 2022 December 29, 2021 Effective income tax rate ( 3.0 ) % 5.2 % 50.0 % 4.0 % The federal statutory tax rate was 21.0 % for the thirteen and twenty-six week periods ended December 28, 2022 and December 29, 2021. The change in the effective income tax rate in the twenty-six week period ended December 28, 2022 to the twenty-six week period ended December 29, 2021, is primarily due to lower Income before income taxes and leverage of the FICA tip credit, partially offset by the excess tax shortfalls associated with stock-based compensation. 5. NET (LOSS) INCOME PER SHARE Basic net (loss) income per share is computed by dividing Net (loss) income by the Basic weighted average shares outstanding for the reporting period. Diluted net (loss) 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 (loss) 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 (loss) income per share calculation. Basic weighted average shares outstanding are reconciled to Diluted weighted average shares outstanding as follows: Thirteen Week Periods Ended Twenty-Six Week Periods Ended December 28, 2022 December 29, 2021 December 28, 2022 December 29, 2021 Basic weighted average shares outstanding 44.0 45.1 44.0 45.5 Dilutive stock options (1) 0.0 0.2 — 0.3 Dilutive restricted shares (1) 0.8 0.6 — 0.6 Total dilutive impact 0.8 0.8 — 0.9 Diluted weighted average shares outstanding 44.8 45.9 44.0 46.4 Awards excluded due to anti-dilutive effect 1.4 0.9 2.8 0.5 (1) Due to the net loss for the twenty-six week period ended December 28, 2022, zero incremental shares are included because the effect would be anti-dilutive. 6. 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 food and beverage sales, net of discounts, Maggiano’s banquet service charge income, gift card breakage, delivery income, digital entertainment revenues, merchandise income and gift card discount costs from third-party gift card sales. Franchise revenues for each operating segment include royalties, franchise advertising fees, franchise and development fees and gift card equalization. 11 Table of Contents Footnote Index 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, repair and maintenance expenses, delivery fees, utilities, credit card processing fees, property taxes, and workers’ compensation and general liability expenses. The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP: Thirteen Week Period Ended December 28, 2022 Chili’s Maggiano's Corporate Consolidated Company sales $ 869.3 $ 140.1 $ — $ 1,009.4 Franchise revenues 9.4 0.2 — 9.6 Total revenues 878.7 140.3 — 1,019.0 Food and beverage costs 253.7 35.7 — 289.4 Restaurant labor 292.3 42.3 — 334.6 Restaurant expenses 234.1 34.2 0.1 268.4 Depreciation and amortization 36.0 3.3 2.5 41.8 General and administrative 8.5 1.5 25.6 35.6 Other (gains) and charges 5.7 0.3 2.5 8.5 Total operating costs and expenses 830.3 117.3 30.7 978.3 Operating income (loss) 48.4 23.0 ( 30.7 ) 40.7 Interest expenses 0.9 0.1 12.9 13.9 Other income, net — — ( 0.3 ) ( 0.3 ) Income (loss) before income taxes $ 47.5 $ 22.9 $ ( 43.3 ) $ 27.1 Thirteen Week Period Ended December 29, 2021 Chili's (1) Maggiano's Corporate Consolidated Company sales (2) $ 798.4 $ 117.4 $ — $ 915.8 Franchise revenues (2) 9.8 0.2 — 10.0 Total revenues 808.2 117.6 — 925.8 Food and beverage costs 224.8 28.0 — 252.8 Restaurant labor 277.6 37.8 — 315.4 Restaurant expenses 205.0 31.5 0.2 236.7 Depreciation and amortization 35.4 3.4 2.8 41.6 General and administrative 7.2 1.9 24.0 33.1 Other (gains) and charges 2.2 — 4.2 6.4 Total operating costs and expenses 752.2 102.6 31.2 886.0 Operating income (loss) 56.0 15.0 ( 31.2 ) 39.8 Interest expenses 1.4 0.1 9.7 11.2 Other income, net ( 0.2 ) — ( 0.3 ) ( 0.5 ) Income (loss) before income taxes $ 54.8 $ 14.9 $ ( 40.6 ) $ 29.1 12 Table of Contents Footnote Index Twenty-Six Week Period Ended December 28, 2022 Chili’s Maggiano's Corporate Consolidated Company sales $ 1,709.9 $ 245.6 $ — $ 1,955.5 Franchise revenues 18.7 0.3 — 19.0 Total revenues 1,728.6 245.9 — 1,974.5 Food and beverage costs 514.6 64.3 — 578.9 Restaurant labor 586.7 78.5 — 665.2 Restaurant expenses 471.0 65.9 0.3 537.2 Depreciation and amortization 72.0 6.5 5.2 83.7 General and administrative 18.0 4.0 53.1 75.1 Other (gains) and charges 8.7 0.8 4.0 13.5 Total operating costs and expenses 1,671.0 220.0 62.6 1,953.6 Operating income (loss) 57.6 25.9 ( 62.6 ) 20.9 Interest expenses 1.9 0.2 24.1 26.2 Other income, net — — ( 0.7 ) ( 0.7 ) Income (loss) before income taxes $ 55.7 $ 25.7 $ ( 86.0 ) $ ( 4.6 ) Segment assets $ 2,128.5 $ 230.0 $ 161.1 $ 2,519.6 Segment goodwill 156.4 38.4 — 194.8 Payments for property and equipment 85.1 6.1 4.1 95.3 Twenty-Six Week Period Ended December 29, 2021 Chili’s (1) Maggiano's Corporate Consolidated Company sales (2) $ 1,575.3 $ 206.1 $ — $ 1,781.4 Franchise revenues (2) 20.5 0.3 — 20.8 Total revenues 1,595.8 206.4 — 1,802.2 Food and beverage costs 438.2 48.9 — 487.1 Restaurant labor 551.1 69.2 — 620.3 Restaurant expenses 409.6 58.1 0.3 468.0 Depreciation and amortization 68.4 6.8 5.7 80.9 General and administrative 15.2 3.9 50.5 69.6 Other (gains) and charges 5.0 0.2 5.7 10.9 Total operating costs and expenses 1,487.5 187.1 62.2 1,736.8 Operating income (loss) 108.3 19.3 ( 62.2 ) 65.4 Interest expenses 2.8 0.2 20.7 23.7 Other income, net ( 0.3 ) — ( 0.5 ) ( 0.8 ) Income (loss) before income taxes $ 105.8 $ 19.1 $ ( 82.4 ) $ 42.5 Payments for property and equipment $ 65.4 $ 5.0 $ 3.7 $ 74.1 (1) Chili’s segment information includes the results of operations and the fair values of assets related to the 68 restaurants purchased from three former franchisees subsequent to the various acquisition dates during fiscal 2022. Refer to Note 14 - Fiscal 2022 Chili’s Restaurant Acquisitions for further details. (2) Certain changes in presentation have been made to fiscal 2022 revenue amounts to enhance comparability to the fiscal 2023 presentation. These reclassifications have no effect on Total revenues or Net income previously reported. Refer to Note 1 - Basis of Presentation for further details. 13 Table of Contents Footnote Index 7. FAIR VALUE MEASUREMENTS Fair value is the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date under market conditions. Fair value measurements are categorized in three levels based on the types of significant inputs used, as follows: Level 1 Quoted prices in active markets for identical assets or liabilities Level 2 Observable inputs other than quoted prices in active markets for identical assets or liabilities Level 3 Unobservable inputs that cannot be corroborated by observable market data 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. 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 3.875 % notes and 5.000 % notes carrying amounts, which are net of unamortized debt issuance costs and discounts, and fair values are as follows: December 28, 2022 June 29, 2022 Carrying Amount Fair Value Carrying Amount Fair Value 3.875 % notes $ 299.9 $ 296.4 $ 299.7 $ 295.4 5.000 % notes 348.6 338.9 348.2 329.0 Non-Financial Assets 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. The fair values of other non-financial assets are determined based on appraisals, sales prices of comparable assets or estimates of discounted cash flow and are categorized as Level 3. We review the carrying amounts of non-financial assets, primarily long-lived property and equipment, finance lease assets, operating lease assets, reacquired franchise rights, goodwill 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. Any impairment charges are included in Other (gains) and charges in the Consolidated Statements of Comprehensive (Loss) Income (Unaudited). During the thirteen and twenty-six week periods ended December 28, 2022 and December 29, 2021, no indicators of impairment were identified. 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. Accumulated amortization associated with definite-lived intangible assets at December 28, 2022 and June 29, 2022, was $ 13.9 million and $ 12.6 million, respectively. Chili’s Restaurant Acquisitions In fiscal 2022, we completed the acquisition of 68 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 14 - Fiscal 2022 Chili’s Restaurant Acquisitions for further details. 14 Table of Contents Footnote Index 8. 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. The components of lease expenses included in the Consolidated Statements of Comprehensive (Loss) Income (Unaudited) were as follows: Thirteen Week Periods Ended Twenty-Six Week Periods Ended December 28, 2022 December 29, 2021 December 28, 2022 December 29, 2021 Operating lease cost $ 45.1 $ 43.2 $ 90.2 $ 84.6 Variable lease cost 15.2 15.1 30.8 30.2 Finance lease amortization 4.9 6.1 10.1 11.7 Finance lease interest 1.0 1.4 2.1 3.0 Short-term lease cost 0.1 0.2 0.2 0.3 Sublease income ( 0.6 ) ( 1.3 ) ( 1.5 ) ( 2.4 ) Total lease costs, net $ 65.7 $ 64.7 $ 131.9 $ 127.4 9. DEBT Long-term debt consists of the following: December 28, 2022 June 29, 2022 Revolving credit facility $ 311.3 $ 271.3 5.000% notes 350.0 350.0 3.875% notes (1) 300.0 300.0 Finance lease obligations 78.9 90.2 Total long-term debt and finance leases 1,040.2 1,011.5 Less: unamortized debt issuance costs and discounts ( 1.5 ) ( 2.1 ) Total long-term debt, less unamortized debt issuance costs and discounts 1,038.7 1,009.4 Less: current installments of long-term debt and finance leases (2) ( 15.4 ) ( 20.3 ) Long-term debt and finance leases, less current installments $ 1,023.3 $ 989.1 (1) Obligations under our 3.875% notes, which will mature in May 2023, have been classified as long-term, reflecting our intent and ability to refinance these notes through our existing revolving credit facility. (2) 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 10 - Accrued Liabilities for further details. Revolving Credit Facility In the twenty-six week period ended December 28, 2022, net borrowings of $ 40.0 million were drawn on our revolving credit facility. As of December 28, 2022, $ 488.7 million of credit was available under the 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 December 28, 2022, our interest rate was 6.438 % consisting of LIBOR of 4.438 % plus the applicable margin of 2.000 %. 15 Table of Contents Footnote Index Financial Covenants Our debt agreements contain various financial covenants that, among other things, require the maintenance of certain leverage ratios. As of December 28, 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 2023. 10. ACCRUED LIABILITIES Other accrued liabilities consist of the following: December 28, 2022 June 29, 2022 Property tax $ 25.3 $ 23.3 Insurance 24.8 23.5 Sales tax 20.5 14.4 Current installments of long-term debt and finance leases 15.4 20.3 Utilities and services 10.3 9.6 Interest 7.2 6.5 Other 18.5 18.5 $ 122.0 $ 116.1 11. SHAREHOLDERS’ DEFICIT Retirement of Common Stock During the first quarter of fiscal 2023, the Board of Directors approved the retirement of 10.0 million shares of Treasury stock for a weighted average price per share of $ 30.71 . As of December 28, 2022, 16.3 million shares remain in treasury. Share Repurchases Our Board of Directors approved a $ 300.0 million share repurchase program during fiscal 2022. 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. In the twenty-six week period ended December 28, 2022, we repurchased 0.1 million shares of our common stock for $ 2.1 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. As of December 28, 2022, approximately $ 204.0 million of share repurchase authorization remains under the current share repurchase program. Stock-based Compensation The following table presents the restricted share awards granted and related weighted average fair value per share amounts. Twenty-Six Week Periods Ended December 28, 2022 December 29, 2021 Restricted share awards Restricted share awards granted 0.7 0.4 Weighted average fair value per share $ 29.48 $ 53.27 16 Table of Contents Footnote Index 12. SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for income taxes and interest is as follows: Twenty-Six Week Periods Ended December 28, 2022 December 29, 2021 Income taxes, net $ 4.4 $ ( 11.2 ) Interest, net of amounts capitalized 23.6 20.7 Non-cash operating, investing and financing activities are as follows: Twenty-Six Week Periods Ended December 28, 2022 December 29, 2021 Operating lease additions (1) $ 45.5 $ 141.8 Finance lease additions 0.2 11.9 Accrued capital expenditures 17.9 5.6 Retirement of fully depreciated assets 84.5 14.5 (1) The twenty-six week period ended December 29, 2021 primarily included operating lease additions associated with the 60 restaurants purchased from two former franchisees. Refer to Note 14 - Fiscal 2022 Chili’s Restaurant Acquisitions for further details. 13. 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 December 28, 2022 and June 29, 2022, we have outstanding lease guarantees or are secondarily liable for an estimated $ 22.8 million and $ 26.3 million, respectively. These amounts represent the maximum known 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 2023 through fiscal 2028. 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 an 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 December 28, 2022, we have contingent liabilities of $ 1.1 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 December 28, 2022, we had $ 5.8 million in undrawn standby letters of credit outstanding. All standby letters of credit are renewable within the next 10 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 from payment card companies in the future. In connection with this event, 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. 17 Table of Contents Footnote Index Oral argument of our appeal of the district court’s class certification order was held before the Eleventh Circuit Court of Appeals on June 8, 2022 in Jacksonville, Florida. We await the court’s ruling. In the interim, all matters at the district court have been stayed. We believe we have defenses and intend to continue defending the Litigation. As such, as of December 28, 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. 14. FISCAL 2022 CHILI’S RESTAURANT ACQUISITIONS During 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. • 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 $ 57.1 million, including 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 and on May 5, 2022, we acquired two additional previously franchised Chili’s restaurants located in the Northwest region of the United States for a total purchase price of $ 2.0 million, including 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 acquired restaurants were recorded at their fair values. The results of operations, and assets and liabilities, of these restaurants are included in the Consolidated Financial Statements (Unaudited) from the acquisition dates. 18 Table of Contents Footnote Index 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 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 for the material acquisitions are as follows: Mid-Atlantic Region Great Lakes Region Fair Value September 2, 2021 Fair Value October 31, 2021 Current assets $ 1.4 $ 2.1 Property and equipment 46.2 43.6 Operating lease assets 23.6 47.8 Reacquired franchise rights (1) 4.7 4.6 Goodwill (2) — 7.2 Current liabilities ( 1.4 ) ( 1.4 ) Finance lease liabilities, less current portion ( 3.7 ) — Operating lease liabilities, less current portion ( 23.1 ) ( 46.8 ) Net assets acquired (3) $ 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) 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. (3) 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.