UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~March 24,~~September 29, 2021

Commission File Number 1-10275

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

75-1914582

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

3000 Olympus Blvd

Dallas

75019

(Address of principal executive offices)

(Zip Code)

(972)

980-9917

(Registrant’s telephone number, including area code)

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, $0.10 par value

EAT

NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of ~~April 23,~~October 29, 2021: ~~45,750,918~~45,417,512 shares

BRINKER INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


			Page
PART I. FINANCIAL INFORMATION			3
Item 1. Financial Statements			3
Consolidated Statements of Comprehensive Income (Unaudited) - Thirteen ~~and Thirty-Nine~~ Week Periods Ended ~~March 24,~~September 29, 2021 and ~~March 25,~~September 23, 2020			3
Consolidated Balance Sheets - ~~March~~ 2 4 ~~, 202~~1 September 29, 2021 (Unaudited) and June ~~24, 2020~~30, 2021			4
Consolidated Statements of Cash Flows (Unaudited) - ~~Thirty-Nine~~Thirteen Week Periods Ended ~~March 24,~~September 29, 2021 and ~~March 25,~~September 23, 2020			5
Notes to Consolidated Financial Statements (Unaudited)			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2420
Item 3. Quantitative and Qualitative Disclosures About Market Risk			4232
Item 4. Controls and Procedures			4232
PART II. OTHER INFORMATION			4333
Item 1. Legal Proceedings			4333
Item 1A. Risk Factors			4333
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4433
Item 5. Other Information			4434
Item 6. Exhibits			4534
SIGNATURES			4535

Table of Contents

PART I. FINANCIAL INFORMATION

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					Thirteen Week Periods Ended
		March 24, 2021		March 25, 2020		March 24, 2021		March 25, 2020				September 29, 2021		September 23, 2020
Revenues	Revenues									Revenues
Company sales	Company sales	$	813.7	$	840.4	$	2,288.1	$	2,451.8	Company sales		$	859.6	$	728.2
Franchise and other revenues	Franchise and other revenues	14.7		19.6		41.1		63.5		Franchise and other revenues		16.8		11.9
Total revenues	Total revenues	828.4		860.0		2,329.2		2,515.3		Total revenues		876.4		740.1
Operating costs and expenses	Operating costs and expenses									Operating costs and expenses
Food and beverage costs	Food and beverage costs	213.9		226.7		606.3		653.6		Food and beverage costs		234.3		193.5
Restaurant labor	Restaurant labor	270.8		285.9		774.6		846.2		Restaurant labor		304.9		248.0
Restaurant expenses	Restaurant expenses	216.1		220.2		629.9		652.2		Restaurant expenses		231.3		202.5
Depreciation and amortization	Depreciation and amortization	37.4		43.5		112.0		120.9		Depreciation and amortization		39.3		37.4
General and administrative	General and administrative	33.7		23.3		94.2		95.9		General and administrative		36.5		30.5
Other (gains) and charges	Other (gains) and charges	4.3		19.3		13.5		30.7		Other (gains) and charges		4.5		3.8
Total operating costs and expenses	Total operating costs and expenses	776.2		818.9		2,230.5		2,399.5		Total operating costs and expenses		850.8		715.7
Operating income	Operating income	52.2		41.1		98.7		115.8		Operating income		25.6		24.4
Interest expenses	Interest expenses	14.1		14.3		43.1		44.2		Interest expenses		12.5		14.6
Other income, net	Other income, net	(0.3)		(0.4)		(1.2)		(1.4)		Other income, net		(0.3)		(0.4)
Income before income taxes	Income before income taxes	38.4		27.2		56.8		73.0		Income before income taxes		13.4		10.2
Provision (benefit) for income taxes	Provision (benefit) for income taxes	4.5		(3.6)		0.2		(0.6)		Provision (benefit) for income taxes		0.2		(0.5)
Net income	Net income	$	33.9	$	30.8	$	56.6	$	73.6	Net income		$	13.2	$	10.7

Basic net income per share	Basic net income per share	$	0.74	$	0.83	$	1.25	$	1.97	Basic net income per share		$	0.29	$	0.24

Diluted net income per share	Diluted net income per share	$	0.73	$	0.81	$	1.22	$	1.94	Diluted net income per share		$	0.28	$	0.23

Basic weighted average shares outstanding	Basic weighted average shares outstanding	45.5		37.2		45.3		37.3		Basic weighted average shares outstanding		45.9		45.1

Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	46.7		37.8		46.2		38.0		Diluted weighted average shares outstanding		47.0		45.7

Other comprehensive income (loss)	Other comprehensive income (loss)									Other comprehensive income (loss)
Foreign currency translation adjustment	Foreign currency translation adjustment	$	0.3	$	(1.0)	$	1.1	$	(1.1)	Foreign currency translation adjustment		$	(0.4)	$	0.3
Other comprehensive income (loss)	Other comprehensive income (loss)	0.3		(1.0)		1.1		(1.1)		Other comprehensive income (loss)		(0.4)		0.3
Comprehensive income	Comprehensive income	$	34.2	$	29.8	$	57.7	$	72.5	Comprehensive income		$	12.8	$	11.0

See accompanying Notes to Consolidated Financial Statements (Unaudited)

Table of Contents

BRINKER INTERNATIONAL, INC.

Consolidated Balance Sheets

(In millions, except per share amounts)


		Unaudited					Unaudited
		March 24, 2021		June 24, 2020			September 29, 2021		June 30, 2021
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	63.6	$	43.9	Cash and cash equivalents	$	31.2	$	23.9
Accounts receivable, net	Accounts receivable, net	66.6		52.3		Accounts receivable, net	59.5		65.2
Inventories	Inventories	27.1		27.3		Inventories	29.5		28.9
Restaurant supplies	Restaurant supplies	52.0		51.6		Restaurant supplies	53.4		52.6
Prepaid expenses	Prepaid expenses	11.6		13.9		Prepaid expenses	18.1		13.6
Income taxes receivable, net	Income taxes receivable, net	31.5		35.4		Income taxes receivable, net	25.6		23.0
Total current assets	Total current assets	252.4		224.4		Total current assets	217.3		207.2
Property and equipment, at cost	Property and equipment, at cost					Property and equipment, at cost
Land	Land	33.1		34.2		Land	38.3		33.1
Buildings and leasehold improvements	Buildings and leasehold improvements	1,556.8		1,534.4		Buildings and leasehold improvements	1,623.6		1,595.2
Furniture and equipment	Furniture and equipment	804.7		785.7		Furniture and equipment	836.7		818.1
Construction-in-progress	Construction-in-progress	14.5		24.4		Construction-in-progress	15.9		14.9
		2,409.1		2,378.7			2,514.5		2,461.3
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization	(1,657.5)		(1,573.4)		Less accumulated depreciation and amortization	(1,715.1)		(1,686.5)
Net property and equipment	Net property and equipment	751.6		805.3		Net property and equipment	799.4		774.8
Other assets	Other assets					Other assets
Operating lease assets	Operating lease assets	1,025.8		1,054.6		Operating lease assets	1,041.0		1,007.4
Goodwill	Goodwill	188.1		187.6		Goodwill	188.1		188.2
Deferred income taxes, net	Deferred income taxes, net	47.5		38.2		Deferred income taxes, net	42.6		50.9
Intangibles, net	Intangibles, net	21.5		23.0		Intangibles, net	25.3		21.1
Other	Other	22.1		22.9		Other	25.7		25.3
Total other assets	Total other assets	1,305.0		1,326.3		Total other assets	1,322.7		1,292.9
Total assets	Total assets	$	2,309.0	$	2,356.0	Total assets	$	2,339.4	$	2,274.9
LIABILITIES AND SHAREHOLDERS’ DEFICIT	LIABILITIES AND SHAREHOLDERS’ DEFICIT					LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	121.4	$	104.9	Accounts payable	$	112.4	$	127.7
Gift card liability	Gift card liability	110.9		109.9		Gift card liability	102.2		106.4
Accrued payroll	Accrued payroll	112.0		65.2		Accrued payroll	97.6		122.4
Operating lease liabilities	Operating lease liabilities	117.2		117.3		Operating lease liabilities	109.3		97.7
Other accrued liabilities	Other accrued liabilities	116.3		100.6		Other accrued liabilities	125.7		117.4

Total current liabilities	Total current liabilities	577.8		497.9		Total current liabilities	547.2		571.6
Long-term debt and finance leases, less current installments	Long-term debt and finance leases, less current installments	1,017.0		1,208.5		Long-term debt and finance leases, less current installments	999.7		917.9
Long-term operating lease liabilities, less current portion	Long-term operating lease liabilities, less current portion	1,023.7		1,061.6		Long-term operating lease liabilities, less current portion	1,037.2		1,006.7
Other liabilities	Other liabilities	81.1		67.1		Other liabilities	80.8		82.0
Commitments and contingencies (Note 14)	Commitments and contingencies (Note 14)	0		0		Commitments and contingencies (Note 14)	0		0
Shareholders’ deficit	Shareholders’ deficit					Shareholders’ deficit
Common stock (250.0 million authorized shares; $0.10 par value; 70.3 million shares issued and 45.7 million shares outstanding at March 24, 2021, and 70.3 million shares issued and 45.0 million shares outstanding at June 24, 2020)		7.0		7.0
Common stock (250.0 million authorized shares; $0.10 par value; 70.3 million shares issued; and 45.4 million shares outstanding at September 29, 2021, and 45.9 million shares outstanding at June 30, 2021)						Common stock (250.0 million authorized shares; $0.10 par value; 70.3 million shares issued; and 45.4 million shares outstanding at September 29, 2021, and 45.9 million shares outstanding at June 30, 2021)	7.0		7.0
Additional paid-in capital	Additional paid-in capital	677.4		669.4		Additional paid-in capital	679.4		685.4
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(5.1)		(6.2)		Accumulated other comprehensive loss	(5.1)		(4.7)
Accumulated deficit	Accumulated deficit	(340.9)		(397.5)		Accumulated deficit	(252.9)		(266.1)
Treasury stock, at cost (24.6 million shares at March 24, 2021, and 25.3 million shares at June 24, 2020)		(729.0)		(751.8)
Treasury stock, at cost (24.9 million shares at September 29, 2021, and 24.4 million shares at June 30, 2021)						Treasury stock, at cost (24.9 million shares at September 29, 2021, and 24.4 million shares at June 30, 2021)	(753.9)		(724.9)
Total shareholders’ deficit	Total shareholders’ deficit	(390.6)		(479.1)		Total shareholders’ deficit	(325.5)		(303.3)
Total liabilities and shareholders’ deficit	Total liabilities and shareholders’ deficit	$	2,309.0	$	2,356.0	Total liabilities and shareholders’ deficit	$	2,339.4	$	2,274.9

See accompanying Notes to Consolidated Financial Statements (Unaudited)

Table of Contents

BRINKER INTERNATIONAL, INC.

Consolidated Statements of Cash Flows (Unaudited)

(In millions)


		Thirty-Nine Week Periods Ended					Thirteen Week Periods Ended
		March 24, 2021		March 25, 2020			September 29, 2021		September 23, 2020
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income	Net income	$	56.6	$	73.6	Net income	$	13.2	$	10.7
Adjustments to reconcile Net income to Net cash provided by operating activities:	Adjustments to reconcile Net income to Net cash provided by operating activities:					Adjustments to reconcile Net income to Net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	112.0		120.9		Depreciation and amortization	39.3		37.4
Stock-based compensation	Stock-based compensation	11.3		9.0		Stock-based compensation	4.3		3.9
Restructure and impairment charges	Restructure and impairment charges	6.5		24.8		Restructure and impairment charges	1.9		0.5
Net loss on disposal of assets	Net loss on disposal of assets	1.1		1.1		Net loss on disposal of assets	0.7		0.4
Other	Other	2.7		1.7		Other	1.5		0.8
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Accounts receivable, net	Accounts receivable, net	(1.3)		12.8		Accounts receivable, net	12.7		0.6
Inventories	Inventories	(0.4)		(1.2)		Inventories	(0.3)		1.4
Restaurant supplies	Restaurant supplies	(0.4)		(0.3)		Restaurant supplies	(0.3)		—
Prepaid expenses	Prepaid expenses	2.3		10.8		Prepaid expenses	(4.6)		0.4
Operating lease assets, net of liabilities	Operating lease assets, net of liabilities	(9.1)		(6.3)		Operating lease assets, net of liabilities	8.1		(2.2)
Deferred income taxes, net	Deferred income taxes, net	(9.3)		4.2		Deferred income taxes, net	8.2		(0.9)
Other assets	Other assets	(0.2)		(0.4)		Other assets	0.1		—
Accounts payable	Accounts payable	19.0		(1.7)		Accounts payable	(12.7)		(4.9)
Gift card liability	Gift card liability	1.0		5.1		Gift card liability	(4.8)		(2.7)
Accrued payroll	Accrued payroll	46.7		(26.6)		Accrued payroll	(24.8)		(1.9)
Other accrued liabilities	Other accrued liabilities	10.5		11.1		Other accrued liabilities	7.7		16.2
Current income taxes	Current income taxes	6.4		(0.2)		Current income taxes	(9.1)		2.4
Other liabilities	Other liabilities	13.2		(0.6)		Other liabilities	(0.9)		20.7
Net cash provided by operating activities	Net cash provided by operating activities	268.6		237.8		Net cash provided by operating activities	40.2		82.8
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Payments for property and equipment	Payments for property and equipment	(62.4)		(82.0)		Payments for property and equipment	(37.3)		(13.6)
Proceeds from sale of assets		1.6		1.0
Payments for franchise restaurant acquisitions						Payments for franchise restaurant acquisitions	(47.5)		—
Proceeds from sale leaseback transactions, net of related expenses						Proceeds from sale leaseback transactions, net of related expenses	20.5		—

Proceeds from note receivable	Proceeds from note receivable	1.5		2.2		Proceeds from note receivable	—		0.6
Payments for franchise restaurant acquisitions		0		(94.6)

Net cash used in investing activities	Net cash used in investing activities	(59.3)		(173.4)		Net cash used in investing activities	(64.3)		(13.0)
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Borrowings on revolving credit facility						Borrowings on revolving credit facility	285.0		28.4
Payments on revolving credit facility	Payments on revolving credit facility	(210.0)		(630.0)		Payments on revolving credit facility	(205.0)		(75.0)
Borrowings on revolving credit facility		28.4		806.8
Purchases of treasury stock						Purchases of treasury stock	(39.6)		(3.9)
Payments on long-term debt	Payments on long-term debt	(14.3)		(12.4)		Payments on long-term debt	(5.5)		(4.6)
Purchases of treasury stock		(4.1)		(32.3)
Payments for debt issuance costs	Payments for debt issuance costs	(2.2)		(1.0)		Payments for debt issuance costs	(3.0)		(1.5)
Payments of dividends	Payments of dividends	(1.5)		(43.3)		Payments of dividends	(0.8)		(1.3)
Proceeds from issuance of treasury stock	Proceeds from issuance of treasury stock	14.1		1.6		Proceeds from issuance of treasury stock	0.3		3.0
Net cash (used in) provided by financing activities		(189.6)		89.4
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	31.4		(54.9)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	19.7		153.8		Net change in cash and cash equivalents	7.3		14.9
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	43.9		13.4		Cash and cash equivalents at beginning of period	23.9		43.9
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	63.6	$	167.2	Cash and cash equivalents at end of period	$	31.2	$	58.8

See accompanying Notes to Consolidated Financial Statements (Unaudited)

Table of Contents

Footnote Index

BRINKER INTERNATIONAL, INC.

Notes to Consolidated Financial Statements (Unaudited)

Footnote Index

Note #

Description

Page

Note 1

Basis of Presentation

Note 2

~~Effect of New Accounting Standards~~Chili’s Restaurant Acquisition

Note 3

Revenue Recognition

Note 4

Other Gains and Charges

Income Taxes

Net Income Per Share

Segment Information

Fair Value Measurements

Leases

Debt

Accrued and Other Liabilities

1817

Note 12

Shareholders’ Deficit

1917

Note 13

Supplemental Cash Flow Information

Contingencies

~~Fiscal 2020 Chili’s Restaurant Acquisition~~

~~Note 16~~

Subsequent Events

2420

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 24,~~September 29, 2021 and June ~~24, 2020,~~30, 2021, and for the thirteen ~~and thirty-nine~~ week periods ended ~~March 24,~~September 29, 2021 and ~~March 25,~~September 23, 2020, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Fiscal Year

We have a 52 or 53 week fiscal year ending on the last Wednesday in June. We utilize a ~~13-week~~13 week accounting period for quarterly reporting purposes, except in years containing 53 weeks when the fourth quarter contains 14 weeks. Fiscal year ~~2021~~2022 contains 5352 weeks and will end on June ~~30, 2021.~~29, 2022. Fiscal year ~~2020, which~~2021 ended on June ~~24, 2020,~~30, 2021 and contained 5253 weeks.

Use of Estimates

The preparation of the ~~consolidated financial statements~~Consolidated Financial Statements 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,~~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 ~~the~~ Consolidated Financial Statements contained in our June ~~24, 2020~~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).

~~Risks and Uncertainties~~Impact of COVID-19 Pandemic

In ~~January~~March 2020, ~~the Secretary of Health and Human Services declared the~~a novel strain of coronavirus (“COVID-19”) ~~a public health emergency. Subsequently in March 2020, the World Health Organization~~was declared ~~COVID-19~~ a global pandemic ~~that resulted in~~and a ~~significant reduction in sales at our restaurants due to~~National Public Health Emergency. The spread of COVID-19 has prompted changes in consumer behavior asand social distancing ~~practices,~~preferences as well as dining room closures and ~~other~~dining room capacity restrictions ~~were~~ mandated or encouraged by federal, state and local governments. ~~In response to COVID-19,~~The number of open dining rooms and the ~~Company temporarily closed all Company-owned restaurant~~ dining ~~and banquet rooms at~~room capacity restrictions have fluctuated over the ~~end~~course of the ~~third quarter of fiscal 2020 resulting~~pandemic based on state and local mandates, which has resulted in asignificant

Table of Contents

Footnote Index

~~transition~~impacts to ~~an off-premise business model. In May 2020, we began to reopen certain dining room locations as permitted by state~~our guest traffic and ~~local governments.~~

~~In March 2021, certain state and local governments started easing, and in some cases lifting,~~sales. At the ~~dining room capacity restrictions. We are currently operating substantially~~end of the first quarter of fiscal 2022, all of our ~~dining rooms in some capacity in accordance with state and local mandates in order to ensure the safety of our guests and team members. As of March 24, 2021, substantially all of our~~Company-owned restaurant dining rooms ~~and~~or patios were ~~opened with limited seating~~open in some capacity. ~~The capacity limitations and personal safety preferences~~

We have ~~resulted in reduced traffic in~~been carefully assessing the ~~Company’s restaurants.~~

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. A lack of containment~~virus and could lead to further reduced sales, capacity restrictions, restaurant closures, ~~disruptions~~delays in our supply chain ~~and restaurant staffing~~or impair our ability to staff accordingly which could adversely impact our financial results.

~~2. EFFECT OF NEW ACCOUNTING STANDARDS~~

New Accounting Standards Implemented in Fiscal ~~2021~~

~~In the first quarter of fiscal 2021, we implemented the following new accounting standards:~~

•~~Measurement of Credit Losses on Financial Instruments, ASU No. 2016-13~~

•~~Fair Value Measurement (Topic 820): Disclosure Framework, ASU No. 2018-13~~

•~~Simplifying the Accounting for Income Taxes, ASU No. 2019-12~~

The adoption of these new accounting standards did not have a material impact on our Consolidated Financial Statements. There were no new accounting standards implemented in the third quarter of fiscal 2021.

~~New Accounting Standards That Will Be Implemented In Future Periods~~2022

We reviewed all recently issued accounting pronouncements and determined that they were either not applicable or are not expected to have a material impact on the Consolidated Financial ~~Statements.~~Statements (Unaudited).

2. CHILI’S RESTAURANT ACQUISITION

On September 2, 2021, we completed the acquisition of certain assets and liabilities related to 23 previously franchised Chili’s restaurants located in the Mid-Atlantic region of the United States. Pro-forma financial information of the acquisition is not presented due to the immaterial impact of the financial results of the acquired restaurants in the Consolidated Financial Statements (Unaudited).

The total purchase price of $48.0 million, excluding post-closing adjustments, 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). We accounted for this acquisition as a business combination. The assets and liabilities of these restaurants were recorded at their preliminary fair values and are subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. The final purchase price allocation is expected to be completed during the second 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 date of acquisition.

The fair value of tangible and intangible assets acquired was 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 preliminary amounts recorded for the fair value of acquired assets and liabilities at the acquisition date are as follows:


	Fair Value September 2, 2021
Current assets	$	1.4

Property and equipment(2)	46.2
Operating lease assets(2)	23.6
Reacquired franchise rights(1)	4.7


Current liabilities	(1.4)

Finance lease liabilities, less current portion	(3.7)
Operating lease liabilities, less current portion(2)	(23.1)

Net assets acquired(3)	$	47.7

(1)Reacquired franchise rights have a weighted average amortization period of approximately 15 years.

(2)Refer to Note 9 - Leases for further details.

(3)Net assets acquired at fair value are equal to the total purchase price of $48.0 million, less $0.3 million of closing adjustments.

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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 the 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).

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The following table reflects the changes in deferred franchise and development fees between June ~~24, 2020~~30, 2021 and ~~March 24,~~September 29, 2021:

Deferred Franchise and Development Fees

Balance as of June ~~24, 2020~~30, 2021

~~12.7~~11.4

Additions

~~0.3~~ 0.5

Amount recognized for Chili's restaurant acquisition(1)

(0.3)

Amount recognized to Franchise and other revenues

~~(1.3)~~(0.4)

~~Other~~

~~0.1~~

Balance as of ~~March 24,~~September 29, 2021

~~11.8~~11.2

(1) The remaining deferred franchise and development fee balances associated with the 23 acquired Chili’s restaurants were recognized as of the acquisition date in Other (gains) and charges in the Consolidated Statements of Comprehensive Income (Unaudited). Refer to Note 2 - Chili’s Restaurant Acquisition 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 24,~~September 29, 2021:


Fiscal Year	Fiscal Year	Franchise and Development Fees Revenue Recognition		Fiscal Year	Franchise and Development Fees Revenue Recognition
Remainder of 2021		$	0.3
2022		1.0
Remainder of 2022				Remainder of 2022	$	0.7
2023	2023	1.0		2023	0.9
2024	2024	1.0		2024	0.9
2025	2025	0.9		2025	0.9
2026				2026	0.8
Thereafter	Thereafter	7.6		Thereafter	7.0
		$	11.8		$	11.2

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Deferred Gift Card Revenues

~~Total deferred~~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 ~~24, 2020~~30, 2021 and ~~March 24,~~September 29, 2021:


	Gift Card Liability

Balance as of June ~~24, 2020~~30, 2021	$	~~109.9~~106.4
Gift card sales	~~88.6~~21.2
Gift card redemptions recognized to Company sales	~~(79.8)~~(23.4)
Gift card breakage recognized to Franchise and other revenues	~~(8.0)~~(2.4)
Other	~~0.2~~0.4
Balance as of ~~March 24,~~September 29, 2021	$	~~110.9~~102.2

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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					Thirteen Week Periods Ended
		March 24, 2021		March 25, 2020		March 24, 2021		March 25, 2020				September 29, 2021		September 23, 2020
Remodel-related costs										Remodel-related costs		$	1.5	$	0.2
Loss from natural disasters, net of (insurance recoveries)	Loss from natural disasters, net of (insurance recoveries)	$	1.8	$	(0.9)	$	2.0	$	(0.6)	Loss from natural disasters, net of (insurance recoveries)		0.6		—
Remodel-related costs		0.9		0.6		1.8		2.1
Enterprise system implementation										Enterprise system implementation		0.6		—
COVID-19 related charges	COVID-19 related charges	0.9		16.1		3.1		16.1		COVID-19 related charges		0.3		1.2
Restaurant closure charges	Restaurant closure charges	0.3		0.3		2.2		3.4		Restaurant closure charges		0.2		1.5
Foreign currency transaction (gain) loss		0.1		2.3		(0.3)		2.2
Restaurant impairment charges		0		0		2.5		4.6
Lease modification gain, net		0		0		(0.5)		(3.1)
Acquisition of franchise restaurants costs, net		0		1.1		0		2.6

Other	Other	0.3		(0.2)		2.7		3.4		Other		1.3		0.9
		$	4.3	$	19.3	$	13.5	$	30.7			$	4.5	$	3.8

Fiscal ~~2021~~2022

•Remodel-related costs related to existing fixed asset write-offs associated with the ongoing Chili’s and Maggiano’s remodel projects.

•Loss from natural disasters, net of (insurance recoveries) primarily ~~consists~~consisted of ~~costs incurred~~team member relief pay and inventory spoilage related to ~~Winter Storm Uri in February 2021.~~Hurricane Ida.

•~~Remodel-related costs relate~~Enterprise system implementation primarily consisted of consulting fees and subscription fees related to ~~fixed asset disposals associated with~~ the ongoing ~~Chili’s remodel initiative.~~enterprise system implementation.

•COVID-19 related charges inprimarily consisted of charges for employee assistance and related payroll taxes for certain team members, partially offset by credits received as part of the ~~thirty-nine week period ended March 24,~~ 2021 ~~consists~~New Mexico Senate Bill 1.

Fiscal 2021

•COVID-19 related charges 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~~continue to reopen dining rooms.

•Restaurant closure charges ~~in the thirty-nine week period ended March 24, 2021~~ primarily ~~relates~~related to closure costs ~~and leases~~ associated with certain ~~closed~~ Chili’s ~~restaurants.~~

•~~Foreign currency transaction (gain) loss resulted from the change~~restaurants closed in the ~~value of our Mexican peso denominated note receivable received as consideration from the sale of our equity interest in our Mexico joint venture in the second~~first quarter of fiscal ~~2018.~~

•Restaurant impairment charges during the thirty-nine week period ended March 24, 2021 primarily related to the long-lived and operating lease assets of 10 underperforming Chili’s restaurants and 3 underperforming Maggiano’s restaurants that we continue to operate.

•~~Lease modification gain, net during the thirty-nine week period ended March 24, 2021 relates to lease terminations of certain Chili’s operating lease liabilities.~~

~~Fiscal 2020~~

•Loss from natural disasters, net of (insurance recoveries) during the thirteen and thirty-nine week periods ended March 25, 2020 primarily consists of insurance proceeds received related to a previously filed claim.2021.

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•~~COVID-19 related charges consists of costs related to both Chili’s and Maggiano’s:~~

–employee assistance - $15.5 million of employee assistance payments for the team members that experienced reduced shifts during this pandemic, who would have otherwise not received such payment under our normal compensation practices; and

–~~inventory spoilage - $0.6 million due to the unexpected decline in traffic and dining room closures.~~

~~• Restaurant closure charges during the thirteen and thirty-nine week periods ended March 25, 2020 primarily related to leases on certain closed Chili’s restaurants.~~

•~~Restaurant impairment charges during the thirty-nine week period ended March 25, 2020 primarily related to the long-lived and operating lease assets of 10 underperforming Chili’s restaurants.~~

•Lease modification gain, net during the thirty-nine week period ended March 25, 2020 included the first quarter of fiscal 2020 gain related to the lease termination of a previously impaired Chili’s operating lease.

• Acquisition of franchise restaurants costs, net during the thirteen and thirty-nine week periods ended March 25, 2020 related to the 116 restaurants acquired from a franchisee. Refer to Note 15 - Fiscal 2020 Chili’s Restaurant Acquisition for details.

5. INCOME TAXES

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended
March 24,
2021 March 25,
2020 March 24,
2021 March 25,
2020
Effective income tax rate 11.7 % (13.2) % 0.4 % (0.8) %


	Thirteen Week Periods Ended
		September 29, 2021		September 23, 2020
Effective income tax rate		1.5	%	(4.9)	%

The federal statutory tax rate for the periods presented was 21.0%. Our effective income tax rate for the thirteen ~~and thirty-nine~~ week ~~periods~~period ended ~~March 24,~~September 29, 2021 was lower than the federal statutory rate primarily due to the favorable impact from the FICA tip tax ~~credit. The thirty-nine week period ended March 24, 2021 also included the favorable impact of~~credit and excess tax ~~benefits~~windfalls associated with stock-based compensation.

A reconciliation between the reported Provision (benefit) 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~~Thirteen Week Period Ended
	~~March 24,~~September 29, 2021
Income tax expense at statutory rate - 21.0%	$	~~11.9~~2.8
FICA tip tax credit	~~(12.2)~~(1.8)
Stock-based compensation excess tax benefits	~~(2.0)~~(0.5)
State income taxes, net of federal benefit	~~3.3~~0.8

Other	~~(0.8)~~(1.1)
Provision (benefit) for income taxes - ~~0.4%~~1.5%	$	0.2

Our effective income tax rate for the thirteen ~~and thirty-nine~~ week ~~periods~~period ended ~~March 25,~~September 23, 2020 was lower than the federal statutory rate due to ~~reduced profitability related to the COVID-19 pandemic that resulted in the closure of all dining and banquet rooms by the end of the third quarter of fiscal 2020, and~~ the favorable impact offrom the FICA tip tax credit. The Provision (benefit) for income taxes included a significant reduction for the thirteen week period ended March 25, 2020 necessary to align the year-to-date Provision (benefit) for income taxes to the year-to-date Income before income taxes.credit and excess tax windfalls associated with stock-based compensation.

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

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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			Thirteen Week Periods Ended
		March 24, 2021	March 25, 2020	March 24, 2021	March 25, 2020			September 29, 2021	September 23, 2020
Basic weighted average shares outstanding	Basic weighted average shares outstanding	45.5	37.2	45.3	37.3	Basic weighted average shares outstanding		45.9	45.1
Dilutive stock options	Dilutive stock options	0.5	0.1	0.3	0.1	Dilutive stock options		0.4	0.1
Dilutive restricted shares	Dilutive restricted shares	0.7	0.5	0.6	0.6	Dilutive restricted shares		0.7	0.5
Total dilutive impact	Total dilutive impact	1.2	0.6	0.9	0.7	Total dilutive impact		1.1	0.6
Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	46.7	37.8	46.2	38.0	Diluted weighted average shares outstanding		47.0	45.7

Awards excluded due to anti-dilutive effect	Awards excluded due to anti-dilutive effect	0.0	1.4	0.7	1.3	Awards excluded due to anti-dilutive effect		0.0	1.6

7. SEGMENT INFORMATION

Our operating segments are Chili’s and Maggiano’s. The Chili’s segment includes the results of our ~~Company-owned~~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

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locations in the United States, 2728 countries and 2 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 ~~inclu~~deinclude revenues generated by the operation of Company-owned restaurants including gift card redemptions and revenues from our It’s Just Wings and Maggiano’s Italian Classics virtual ~~brand revenues.~~brands. Franchise and other revenues for each operating segment include royalties, d~~elivery service~~delivery fee income, gift card breakage, ~~franchise advertising fees, digital entertainment revenues,~~ Maggiano’s banquet service charge income, digital entertainment revenue, franchise advertising fees, franchise and development fees, gift card equalization, merchandise income and gift card discount costs from third-party gift card ~~sales and merchandise income~~.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, ~~delivery fees, repairs~~property and equipment maintenance, utilities, ~~property taxes,~~delivery fees, credit card processing fees, property taxes and ~~advertising~~.advertising.

The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP:


	Thirteen Week Period Ended September 29, 2021
	Chili’s(1)		Maggiano’s		Other		Consolidated
Company sales	$	773.3	$	86.3	$	—	$	859.6
Royalties	9.0		0.1		—		9.1
Franchise fees and other revenues	5.3		2.4		—		7.7
Franchise and other revenues	14.3		2.5		—		16.8
Total revenues	787.6		88.8		—		876.4

Food and beverage costs	213.4		20.9		—		234.3
Restaurant labor	273.5		31.4		—		304.9
Restaurant expenses	204.6		26.6		0.1		231.3
Depreciation and amortization	33.0		3.4		2.9		39.3
General and administrative	8.0		2.0		26.5		36.5
Other (gains) and charges	2.8		0.2		1.5		4.5
Total operating costs and expenses	735.3		84.5		31.0		850.8
Operating income (loss)	52.3		4.3		(31.0)		25.6
Interest expenses	1.4		0.1		11.0		12.5
Other income, net	(0.1)		—		(0.2)		(0.3)
Income (loss) before income taxes	$	51.0	$	4.2	$	(41.8)	$	13.4

Segment assets	$	1,973.0	$	227.0	$	139.4	$	2,339.4
Segment goodwill	149.7		38.4		—		188.1
Payments for property and equipment	33.7		1.9		1.7		37.3

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~~The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP:~~

Thirteen Week Period Ended March 24, 2021
Chili’s Maggiano’s Other Consolidated
Company sales $ 749.0 $ 64.7 $ 0 $ 813.7
Royalties 7.7 0 0 7.7
Franchise fees and other revenues 6.3 0.7 0 7.0
Franchise and other revenues 14.0 0.7 0 14.7
Total revenues 763.0 65.4 0 828.4
Food and beverage costs 198.7 15.2 0 213.9
Restaurant labor 248.7 22.1 0 270.8
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 0 12.7 14.1
Other income, net (0.1) 0 (0.2) (0.3)
Income (loss) before income taxes $ 79.0 $ 1.4 $ (42.0) $ 38.4

Thirteen Week Period Ended March 25, 2020
Chili’s Maggiano’s Other Consolidated
Company sales $ 748.7 $ 91.7 $ 0 $ 840.4
Royalties 9.0 0 0 9.0
Franchise fees and other revenues 6.7 3.9 0 10.6
Franchise and other revenues 15.7 3.9 0 19.6
Total revenues 764.4 95.6 0 860.0
Food and beverage costs 204.1 22.6 0 226.7
Restaurant labor 251.1 34.8 0 285.9
Restaurant expenses 193.2 26.9 0.1 220.2
Depreciation and amortization 36.5 3.8 3.2 43.5
General and administrative 5.9 1.1 16.3 23.3
Other (gains) and charges 14.9 2.4 2.0 19.3
Total operating costs and expenses 705.7 91.6 21.6 818.9
Operating income (loss) 58.7 4.0 (21.6) 41.1
Interest expenses 1.1 0 13.2 14.3
Other income, net (0.1) 0 (0.3) (0.4)
Income (loss) before income taxes $ 57.7 $ 4.0 $ (34.5) $ 27.2

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Thirty-Nine Week Period Ended March 24, 2021
Chili’s Maggiano’s Other Consolidated
Company sales $ 2,107.0 $ 181.1 $ 0 $ 2,288.1
Royalties 21.9 0.1 0 22.0
Franchise fees and other revenues 17.0 2.1 0 19.1
Franchise and other revenues 38.9 2.2 0 41.1
Total revenues 2,145.9 183.3 0 2,329.2
Food and beverage costs 563.2 43.1 0 606.3
Restaurant labor 710.3 64.3 0 774.6
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 (0.8) (1.2)
Income (loss) before income taxes $ 182.7 $ (4.3) $ (121.6) $ 56.8
Segment assets $ 1,905.2 $ 219.7 $ 184.1 $ 2,309.0
Segment goodwill 149.7 38.4 0 188.1
Payments for property and equipment 56.3 1.4 4.7 62.4


		Thirty-Nine Week Period Ended March 25, 2020									Thirteen Week Period Ended September 23, 2020
		Chili’s(1)		Maggiano’s		Other		Consolidated			Chili’s		Maggiano’s		Other		Consolidated
Company sales	Company sales	$	2,154.6	$	297.2	$	0	$	2,451.8	Company sales	$	675.0	$	53.2	$	—	$	728.2
Royalties	Royalties	30.7		0.1		0		30.8		Royalties	6.6		0.0		—		6.6
Franchise fees and other revenues	Franchise fees and other revenues	17.8		14.9		0		32.7		Franchise fees and other revenues	4.9		0.4		—		5.3
Franchise and other revenues	Franchise and other revenues	48.5		15.0		0		63.5		Franchise and other revenues	11.5		0.4		—		11.9
Total revenues	Total revenues	2,203.1		312.2		0		2,515.3		Total revenues	686.5		53.6		—		740.1

Food and beverage costs	Food and beverage costs	581.6		72.0		0		653.6		Food and beverage costs	180.8		12.7		—		193.5
Restaurant labor	Restaurant labor	735.2		111.0		0		846.2		Restaurant labor	228.2		19.8		—		248.0
Restaurant expenses	Restaurant expenses	568.2		83.6		0.4		652.2		Restaurant expenses	181.4		20.8		0.3		202.5
Depreciation and amortization	Depreciation and amortization	99.3		11.8		9.8		120.9		Depreciation and amortization	30.6		3.6		3.2		37.4
General and administrative	General and administrative	23.5		4.3		68.1		95.9		General and administrative	5.4		1.3		23.8		30.5
Other (gains) and charges	Other (gains) and charges	23.9		2.5		4.3		30.7		Other (gains) and charges	3.6		0.1		0.1		3.8
Total operating costs and expenses	Total operating costs and expenses	2,031.7		285.2		82.6		2,399.5		Total operating costs and expenses	630.0		58.3		27.4		715.7
Operating income (loss)	Operating income (loss)	171.4		27.0		(82.6)		115.8		Operating income (loss)	56.5		(4.7)		(27.4)		24.4
Interest expenses	Interest expenses	3.1		0		41.1		44.2		Interest expenses	1.4		—		13.2		14.6
Other income, net	Other income, net	(0.4)		0		(1.0)		(1.4)		Other income, net	(0.1)		—		(0.3)		(0.4)
Income (loss) before income taxes	Income (loss) before income taxes	$	168.7	$	27.0	$	(122.7)	$	73.0	Income (loss) before income taxes	$	55.2	$	(4.7)	$	(40.3)	$	10.2

Payments for property and equipment	Payments for property and equipment	$	68.9	$	6.2	$	6.9	$	82.0	Payments for property and equipment	$	11.6	$	0.5	$	1.5	$	13.6

(1)Chili’s segment information for fiscal ~~2020~~2022 includes the results of operations and the preliminary fair value of assets related to the ~~116~~23 restaurants purchased from a former franchisee subsequent to the ~~September 5, 2019~~ acquisition date. Refer to Note 152 - ~~Fiscal 2020~~ Chili’s Restaurant Acquisition for details.

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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 semi-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 24,~~September 29, 2021 and June ~~24, 2020,~~30, 2021, of ~~$9.2~~$10.1 million and ~~$7.5~~$9.6 million, respectively.

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Definite Lived Assets Impairment

Definite lived assets include property and equipment, including finance lease assets, operating lease assets and reacquired franchise rights. During the ~~thirty-nine~~thirteen week ~~period~~periods ended ~~March 24,~~September 29, 2021 ~~we impaired certain long-lived assets~~ and ~~operating lease assets primarily related to 10 underperforming Chili’s and 3 underperforming Maggiano’s restaurants. During the thirty-nine week period ended March 25,~~September 23, 2020, we impaired certain long-lived assets primarily related to 10 underperforming Chili’s restaurants. Additionally, we impaired certain finance and operating lease assets related to previously closed Chili’s restaurants.

~~We determined the fair value~~no indicators of ~~these assets based on Level 3 fair value measurements. The table below presents the carrying values and related~~ impairment ~~expenses recorded on these impaired restaurants for the periods presented.~~

Impairment Charges
Pre-Impairment Carrying Value Thirty-Nine Week Periods Ended
March 24,
2021 March 25,
2020 March 24,
2021 March 25,
2020
Underperforming restaurants
Long-lived assets $ 2.2 $ 4.5 $ 2.2 $ 4.5
Reacquired franchise rights assets 0.1 0 0.1 0
Operating lease assets 1.1 0 0.2 0
Finance lease assets 0 0.1 0 0.1
Total underperforming restaurants $ 3.4 $ 4.6 $ 2.5 $ 4.6
Closed restaurants
Operating lease assets $ 0 $ 6.4 $ 0 $ 1.8
Finance lease assets 0 5.8 0 1.4
Total closed restaurants $ 0 $ 12.2 $ 0 $ 3.2
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 24,~~September 29, 2021 and ~~March 25,~~September 23, 2020, no indicators of impairment were identified.

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~~Footnote Index~~

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 a detailed quantitative assessment in the third quarter of fiscal 2020 of our goodwill balances associated with both reporting units. This assessment was performed in response to observed declines in operating cash flows and market capitalization that were primarily driven by the impact of the COVID-19 pandemic on our business. Based on this assessment, we concluded that our goodwill and indefinite-lived intangible assets were not impaired at that time. We updated this assessment in the fourth quarter of fiscal 2020 and again concluded no impairment triggering event existed based on improved market capitalization and operating results compared to projections in the quantitative assessment prepared in the third quarter of fiscal 2020.

Our operating results and operating cash flows for the thirteen and thirty-nine week periods ended March 24, 2021 have continued to outperform our initial quantitative assessment. Our stock price and market capitalization have also increased to levels greater than before the COVID-19 pandemic began in the United States. We performed our annual goodwill impairment analysis in the second quarter of fiscal 2021 using a qualitative approach based on these factors and no indicators of impairment were identified. During the thirteen ~~and thirty-nine~~ week ~~periods~~period ended ~~March 25, 2020,~~September 29, 2021, management concluded that no ~~indicators of impairment were identified based on our assessments.~~triggering event occurred.

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 Acquisition

In the first quarter of fiscal 2022, we completed the acquisition of 23 Chili’s restaurants from a former franchisee. 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 Acquisition 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 ~~the amended~~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, ~~carrying amounts, which are~~ net of unamortized debt issuance costs and discounts, ~~and fair values~~ are as follows:


		March 24, 2021				June 24, 2020					September 29, 2021				June 30, 2021
		Carrying Amount		Fair Value		Carrying Amount		Fair Value			Carrying Amount		Fair Value		Carrying Amount		Fair Value
3.875% notes	3.875% notes	$	299.2	$	303.4	$	299.0	$	282.8	3.875% notes	$	299.4	$	308.3	$	299.3	$	309.0
5.000% notes	5.000% notes	347.3		363.1		346.7		330.8		5.000% notes	347.6		369.3		347.5		369.3

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~~Footnote Index~~

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.

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Footnote Index

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					Thirteen Week Periods Ended
		March 24, 2021		March 25, 2020		March 24, 2021		March 25, 2020				September 29, 2021		September 23, 2020
Operating lease cost	Operating lease cost	$	41.9	$	41.8	$	125.6	$	121.0	Operating lease cost		$	41.4	$	41.7
Variable lease cost	Variable lease cost	14.6		15.6		43.5		43.9		Variable lease cost		15.1		14.0
Finance lease amortization	Finance lease amortization	4.2		8.0		12.4		13.7		Finance lease amortization		5.6		4.0
Finance lease interest	Finance lease interest	1.4		1.2		4.3		3.2		Finance lease interest		1.6		1.5
Short-term lease cost	Short-term lease cost	0.2		0.5		0.4		1.2		Short-term lease cost		0.1		0.1
Sublease income	Sublease income	(1.0)		(1.2)		(3.2)		(3.5)		Sublease income		(1.1)		(1.0)
Total lease costs, net	Total lease costs, net	$	61.3	$	65.9	$	183.0	$	179.5	Total lease costs, net		$	62.7	$	60.3

Pre-Commencement Leases

In the first quarter of fiscal 2022, we executed 16 leases for new Chili’s locations with undiscounted fixed payments over the initial term of $24.7 million. 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 restaurant acquisition, we assumed 11 new real estate operating leases included in the balances at September 29, 2021. The leases were recorded net of prepaid rent at the date of acquisition. At September 29, 2021, the balances associated with these new leases in the Consolidated Balance Sheets (Unaudited) include Operating lease assets of $23.6 million, Operating lease liabilities of $0.6 million, and Long-term operating lease liabilities, less current portion of $23.0 million. The leases were recorded net of purchase price accounting adjustments and prepaid rent. Refer to Note 2 - Chili’s Restaurant Acquisition for further details.

Restaurant Properties Sale Leaseback Transaction

In the first quarter of fiscal 2022, simultaneous with the acquisition of the 23 Chili’s restaurants, we completed sale leaseback transactions on 6 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 September 29, 2021, the balances associated with these new leases in the Consolidated Balance Sheets (Unaudited) include Operating lease assets of $18.2 million, Operating lease liabilities of $0.4 million, and Long-term operating lease liabilities, less current portion of $17.8 million.

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Footnote Index

10. DEBT

Long-term debt consists of the following:


		March 24, 2021		June 24, 2020			September 29, 2021		June 30, 2021
Revolving credit facility	Revolving credit facility	$	291.3	$	472.9	Revolving credit facility	$	251.3	$	171.3
5.000% notes	5.000% notes	350.0		350.0		5.000% notes	350.0		350.0
3.875% notes	3.875% notes	300.0		300.0		3.875% notes	300.0		300.0
Finance lease obligations	Finance lease obligations	97.0		102.1		Finance lease obligations	124.8		121.3
Total long-term debt and finance leases	Total long-term debt and finance leases	1,038.3		1,225.0		Total long-term debt and finance leases	1,026.1		942.6
Less: unamortized debt issuance costs and discounts	Less: unamortized debt issuance costs and discounts	(3.5)		(4.3)		Less: unamortized debt issuance costs and discounts	(3.0)		(3.2)
Total long-term debt, less unamortized debt issuance costs and discounts	Total long-term debt, less unamortized debt issuance costs and discounts	1,034.8		1,220.7		Total long-term debt, less unamortized debt issuance costs and discounts	1,023.1		939.4
Less: current installments of long-term debt(1)	Less: current installments of long-term debt(1)	(17.8)		(12.2)		Less: current installments of long-term debt(1)	(23.4)		(21.5)
Long-term debt and finance leases less current installments		$	1,017.0	$	1,208.5
Long-term debt and finance leases, less current installments						Long-term debt and finance leases, less current installments	$	999.7	$	917.9

(1)Current installments of long-term debt consist only of finance leases for the periods presented 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~~thirteen week period ended ~~March 24,~~September 29, 2021, net ~~repayments~~borrowings of ~~$181.6~~$80.0 million were ~~made~~drawn on the ~~$1.0 billion~~ revolving credit facility. As of ~~March 24,~~September 29, 2021, ~~$708.7~~$548.7 million of credit was available under the new revolving credit facility.

~~Amended Revolving Credit Agreement~~

~~In the first quarter of fiscal 2021, we executed the seventh amendment to our~~The $800.0 million revolving credit facility ~~extending the maturity date to December 12, 2022. This amendment included a capacity reduction to $900.0 million from $1.0 billion which will occur~~matures on ~~September 12, 2021. The issuance of certain debt or preferred equity interests will result in an immediate capacity reduction, an interest rate reduction of 0.250% on the spread~~August 18, 2026 and ~~0.100% reduction on the undrawn fee if the issuance exceeds $250.0 million pursuant to the terms of the agreement.~~

~~Table of Contents~~

~~Footnote Index~~

~~The revolving credit facility~~ bears interest of LIBOR plus an applicable margin of ~~2.250%~~1.500% to ~~3.000%~~2.250% and an undrawn commitment fee of ~~0.350%~~0.250% to ~~0.500%~~0.350%, both based on a function of our debt-to-cash-flow ratio. As of ~~March 24,~~September 29, 2021, our interest rate was ~~3.750%~~1.875% consisting of ~~the~~ LIBOR ~~floor~~ of ~~0.750%~~0.125% plus the applicable margin of ~~3.000%~~1.750%.

In the ~~thirty-nine~~thirteen week period ended ~~March 24,~~September 29, 2021, we incurred and capitalized ~~$2.2~~$3.0 million of debt issuance costs associated with the new revolver, ~~amendment,~~ 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 and fixed charge coverage ratios. As of ~~March 24,~~September 29, 2021, we were in compliance with our covenants pursuant to the ~~amended~~$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 ~~2021.~~2022.

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11. ACCRUED AND OTHER LIABILITIES

Other accrued liabilities consist of the following:


		March 24, 2021		June 24, 2020			September 29, 2021		June 30, 2021
Property tax						Property tax	$	27.7	$	22.4
Current installments of finance leases						Current installments of finance leases	23.4		21.5
Insurance	Insurance	$	22.6	$	20.7	Insurance	21.4		21.7
Property tax		19.7		22.9
Sales tax	Sales tax	19.5		13.3		Sales tax	17.2		23.2
Current installments of finance leases		17.8		12.2
Interest	Interest	14.3		7.5		Interest	13.5		6.9
Utilities and services	Utilities and services	8.5		8.3		Utilities and services	8.7		8.4
Cyber security incident		3.4		3.4
State income tax payable		0.4		0

Other(1)	Other(1)	10.1		12.3		Other(1)	13.8		13.3
		$	116.3	$	100.6		$	125.7	$	117.4

(1)Other primarily consists of ~~rent-related expenses, banquet~~guest deposits for Maggiano’s ~~events,~~banquets, rent-related accruals, certain exit-related lease accruals, deferred franchise and development fees, charitable donations and other various accruals.

Other liabilities consist of the following:


		March 24, 2021		June 24, 2020			September 29, 2021		June 30, 2021
Insurance	Insurance	$	34.6	$	33.7	Insurance	$	35.4	$	35.0
Deferred payroll taxes(1)	Deferred payroll taxes(1)	27.2		12.9		Deferred payroll taxes(1)	27.2		27.2
Deferred franchise fees		10.8		11.6
Deferred franchise and development fees						Deferred franchise and development fees	10.2		10.4
Unrecognized tax benefits	Unrecognized tax benefits	2.1		2.1		Unrecognized tax benefits	2.7		3.5
Other	Other	6.4		6.8		Other	5.3		5.9
		$	81.1	$	67.1		$	80.8	$	82.0

(1) Deferred payroll taxes ~~consist~~consists of the second installment of the deferral of the employer portion of certain payroll related taxes as allowed under the CARES Act which is due on December 31, 2022. The first installment of $27.2 million, which is due on December 31, 2021, is recorded within Accrued payroll in the Consolidated Balance Sheets (Unaudited).

~~Table of Contents~~

~~Footnote Index~~

12. SHAREHOLDERS’ DEFICIT

The changes in Total shareholders’ deficit during the ~~thirty-nine~~thirteen week periods ended ~~March 24,~~September 29, 2021 and ~~March 25,~~September 23, 2020, respectively, were as follows:


		Thirty-Nine Week Period Ended March 24, 2021													Thirteen Week Period Ended September 29, 2021
		Common Stock		Additional Paid-In Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Loss		Total			Common Stock		Additional Paid-In Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Loss		Total
Balance at June 24, 2020		$	7.0	$	669.4	$	(397.5)	$	(751.8)	$	(6.2)	$	(479.1)
Balance at June 30, 2021														Balance at June 30, 2021	$	7.0	$	685.4	$	(266.1)	$	(724.9)	$	(4.7)	$	(303.3)
Net income	Net income	0		0		10.7		0		0		10.7		Net income	—		—		13.2		—		—		13.2
Other comprehensive income		0		0		0		0		0.3		0.3
Other comprehensive loss														Other comprehensive loss	—		—		—		—		(0.4)		(0.4)
Dividends	Dividends	0		0		0.0		0		0		0.0		Dividends	—		—		0.0		—		—		0.0
Stock-based compensation	Stock-based compensation	0		3.9		0		0		0		3.9		Stock-based compensation	—		4.3		—		—		—		4.3
Purchases of treasury stock	Purchases of treasury stock	0		(1.1)		0		(2.8)		0		(3.9)		Purchases of treasury stock	—		(2.0)		—		(37.6)		—		(39.6)
Issuances of common stock		0		(9.0)		0		12.0		0		3.0
Balance at September 23, 2020		$	7.0	$	663.2	$	(386.8)	$	(742.6)	$	(5.9)	$	(465.1)
Net income		0		0		12.0		0		0		12.0
Other comprehensive income		0		0		0		0		0.5		0.5
Dividends		0		0		0.0		0		0		0.0
Stock-based compensation		0		3.0		0		0		0		3.0
Purchases of treasury stock		0		0.0		0		0.0		0		0.0
Issuances of common stock		0		1.2		0		4.3		0		5.5
Issuances of treasury stock														Issuances of treasury stock	—		(8.3)		—		8.6		—		0.3
Balance at September 29, 2021														Balance at September 29, 2021	$	7.0	$	679.4	$	(252.9)	$	(753.9)	$	(5.1)	$	(325.5)

Balance at December 23, 2020		$	7.0	$	667.4	$	(374.8)	$	(738.3)	$	(5.4)	$	(444.1)
Net income		0		0		33.9		0		0		33.9
Other comprehensive income		0		0		0		0		0.3		0.3
Dividends		0		0		0.0		0		0		0.0
Stock-based compensation		0		4.4		0		0		0		4.4
Purchases of treasury stock		0		(0.1)		0		(0.1)		0		(0.2)
Issuances of common stock		0		5.7		0		9.4		0		15.1
Balance at March 24, 2021		$	7.0	$	677.4	$	(340.9)	$	(729.0)	$	(5.1)	$	(390.6)

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Footnote Index

Thirty-Nine Week Period Ended March 25, 2020
Common Stock Additional
Paid-In
Capital Retained
Earnings (Accumulated Deficit) Treasury
Stock Accumulated
Other
Comprehensive
Loss Total
Balance at June 26, 2019 $ 17.6 $ 522.0 $ 2,771.2 $ (4,083.4) $ (5.6) $ (778.2)
Effect of ASC 842 adoption — — 195.9 — — 195.9
Net income 0 0 14.9 0 0 14.9
Other comprehensive loss 0 0 0 0 (0.2) (0.2)
Dividends ($0.38 per share) 0 0 (14.6) 0 0 (14.6)
Stock-based compensation 0 7.1 0 0 0 7.1
Purchases of treasury stock 0 (0.3) 0 (11.0) 0 (11.3)
Issuances of common stock 0 (3.7) 0 5.0 0 1.3
Balance at September 25, 2019 $ 17.6 $ 525.1 $ 2,967.4 $ (4,089.4) $ (5.8) $ (585.1)
Net income 0 0 27.9 0 0 27.9
Other comprehensive income 0 0 0 0 0.1 0.1
Dividends ($0.38 per share) 0 0 (14.6) 0 0 (14.6)
Stock-based compensation 0 2.6 0 0 0 2.6
Purchases of treasury stock 0 0.0 0 0.0 0 0.0
Issuances of common stock 0 (0.4) 0 0.6 0 0.2
Retirement of treasury stock (11.4) 0 (3,345.4) 3,356.8 0 0
Balance at December 25, 2019 $ 6.2 $ 527.3 $ (364.7) $ (732.0) $ (5.7) $ (568.9)
Net income 0 0 30.8 0 0 30.8
Other comprehensive loss 0 0 0 0 (1.0) (1.0)
Dividends ($0.38 per share) 0 0 (14.0) 0 0 (14.0)
Stock-based compensation 0 (0.7) 0 0 0 (0.7)
Purchases of treasury stock 0 0.0 0 (21.0) 0 (21.0)
Issuances of common stock 0 (0.5) 0 0.6 0 0.1
Balance at March 25, 2020 $ 6.2 $ 526.1 $ (347.9) $ (752.4) $ (6.7) $ (574.7)


	Thirteen Week Period Ended September 23, 2020
	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Loss		Total
Balance 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
Balance at September 23, 2020	$	7.0	$	663.2	$	(386.8)	$	(742.6)	$	(5.9)	$	(465.1)

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 thirteen week period ended September 29, 2021, we repurchased 0.8 million shares of our common stock for $39.6 million, including 0.7 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 September 29, 2021, approximately $265.0 million was available under our share repurchase authorizations.

Stock-based Compensation

The following table presents the restricted share awards granted and related weighted average fair value per share amounts.


	Thirteen Week Periods Ended
	September 29, 2021		September 23, 2020
Restricted share awards
Restricted share awards granted	0.4		0.5
Weighted average fair value per share	$	53.76	$	39.76

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. ~~Before this suspension, we paid dividends of $0.38 per share quarterly.~~ In the ~~thirty-nine~~thirteen week ~~period~~periods ended ~~March 24,~~September 29, 2021 and September 23, 2020, dividends paid were solely related to the ~~previously~~ 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.I~~n the thirty-nine week period ended March 25, 2020, we paid dividends of $43.3 million to common stock shareholders.~~

~~Table of Contents~~

~~Footnote Index~~

~~Stock-based Compensation~~

~~The following table presents the stock options and restricted share awards granted, and related weighted average exercise price and fair value per share amounts.~~

Thirty-Nine Week Periods Ended
March 24,
2021 March 25,
2020
Stock options
Stock options granted 0 0.3
Weighted average exercise price per share $ 0 $ 38.51
Weighted average fair value per share $ 0 $ 6.83
Restricted share awards
Restricted share awards granted 0.5 0.3
Weighted average fair value per share $ 40.49 $ 38.68

~~Share Repurchases~~

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. Prior to the suspension, our share repurchase program was used to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards. We evaluated 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 thirty-nine week period ended March 24, 2021, we repurchased 0.1 million shares from team members to satisfy tax withholding obligations on the vesting of restricted shares. Before the suspension of our repurchase program, i~~n the thirty-nine week period ended March 25, 2020, we repurchased 0.8 million shares of our common stock for $32.3 million.~~

~~Effect of Adoption of ASC 842~~

In the first quarter of fiscal 2020, we adopted the lease accounting standard, ASC 842, and recorded a $195.9 million cumulative effect adjustment to Retained earnings (accumulated deficit) for the change in accounting principle.

~~Retirement of Treasury Stock~~

~~In the second quarter of fiscal 2020, the Board of Directors approved the retirement of 114 million shares of Treasury stock for a weighted average price per share of $29.45.~~

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Footnote Index

13. SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for income taxes and interest is as follows:


		Thirty-Nine Week Periods Ended					Thirteen Week Periods Ended
		March 24, 2021		March 25, 2020			September 29, 2021		September 23, 2020
Income taxes, net of (refunds)	Income taxes, net of (refunds)	$	2.8	$	(4.7)	Income taxes, net of (refunds)	$	1.9	$	(2.1)
Interest, net of amounts capitalized	Interest, net of amounts capitalized	30.8		32.6		Interest, net of amounts capitalized	3.1		5.5

Non-cash operating, investing and financing activities are as follows:


		Thirty-Nine Week Periods Ended					Thirteen Week Periods Ended
		March 24, 2021		March 25, 2020			September 29, 2021		September 23, 2020
Operating lease additions(1)	Operating lease additions(1)	$	51.4	$	216.4	Operating lease additions(1)	$	60.0	$	14.5
Finance lease additions						Finance lease additions	8.9		3.5
Accrued capital expenditures	Accrued capital expenditures	4.3		14.7		Accrued capital expenditures	6.2		6.4
Retirement of fully depreciated assets	Retirement of fully depreciated assets	13.1		14.0		Retirement of fully depreciated assets	7.9		2.5
Dividends declared but not paid		0.0		14.8

(1)~~Operating lease additions include new operating lease assets obtained in exchange for new operating lease liabilities.~~ The ~~thirty-nine~~thirteen week period ended ~~March 25, 2020~~September 29, 2021 primarily included operating lease additions associated with the ~~116~~23 restaurants purchased from a former ~~franchisee on September 5, 2019 acquisition date.~~franchisee. Refer to Note 152 - ~~Fiscal 2020~~ Chili’s Restaurant Acquisition and to Note 9 - Leases for details.

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 24,~~September 29, 2021 and June ~~24, 2020,~~30, 2021, we have outstanding lease guarantees or are secondarily liable for an estimated ~~$33.8~~$28.4 million and ~~$39.7~~$29.2 million, respectively. These amounts represent the known potential liability of future 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 ~~2021~~2022 through fiscal 2027. 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.

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. These lessees are in communication with the landlords to defer or resolve payments. We will continue to closely monitor this situation.

Letters of Credit

We provide letters of credit to various insurers to collateralize obligations for outstanding claims. As of ~~March 24,~~September 29, 2021, we had ~~$29.5~~$5.9 million in undrawn standby letters of credit outstanding. All standby letters of credit are renewable within the next ~~1 to 13~~12 months.

Cyber Security ~~Incident~~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.

~~Cyber Security Related Charges~~

To limit our exposure to cyber security events, we maintain cyber liability insurance coverage. Our cyber liability insurance policy contains a $2.0 million insurance retention that was fully accrued during fiscal 2018. Since the incident, through March 24, 2021, we have incurred total cumulative costs of $8.9 million related to the cyber security incident. This includes the $2.0 million retention recorded, $2.6 million in costs that have been reimbursed by our insurance carriers, $3.8 million of receivables for costs incurred that we believe are reimbursable and probable of recovery under our insurance coverage and $0.5 million of costs not reimbursable by our insurance

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~~Footnote Index~~

~~carriers.~~ We ~~have~~ settled all claims from ~~three~~ payment card companies related to this incident and ~~the settlement amounts are included in these costs. We~~ do not expect material claims ~~from payment card companies~~ in the future.

~~Cyber Security Litigation~~

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 ~~styled In re: Brinker Data Incident Litigation, Case No. 18-cv-00686-TJC-MCR~~ (the “Litigation”) relating to ~~the cyber security incident described above.~~this incident. In the Litigation, plaintiffs assert various claims ~~stemming from the cyber security incident~~ 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.

~~Mediation was held on November 18, 2020 but was unsuccessful.~~

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Footnote Index

On April 14, 2021, the district court issued an order granting in part and deferring in part ~~the plaintiffs’~~Plaintiffs’ motion for class certification. The court certified a class on Plaintiffs’ negligence claim and a separate class on Plaintiffs’ California state Unfair Competition Law claims. On September 16, 2021, the Eleventh Circuit Court of Appeals granted Brinker’s petition seeking immediate discretionary review of the district court’s certification orders.

We believe we have defenses and intend to continue defending the Litigation. As such, as of ~~March 24,~~September 29, 2021, 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 ~~complex~~ process involving ~~subjective~~ 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 0no 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.

15. ~~FISCAL 2020 CHILI’S RESTAURANT ACQUISITION~~SUBSEQUENT EVENTS

~~In the first quarter of fiscal 2020, on September 5, 2019,~~Chili’s Restaurant Acquisition

On October 31, 2021, we ~~completed the acquisition of certain assets and liabilities related to 116 previously franchised~~acquired 36 Chili’s restaurants located in the ~~Midwest United States. Pro-forma financial information~~Great Lakes and Northeast region of the ~~acquisition is not presented due to the immaterial impact~~United States that were owned by a franchisee. The purchase price of ~~the financial results of the acquired restaurants in the Consolidated Financial Statements (Unaudited).~~

~~Total cash consideration of $96.0~~$55 million, ~~including~~excluding post-closing adjustments, was funded with ~~borrowings from~~availability under our existing revolving credit facility. ~~We accounted for this acquisition as a business combination.~~ The results of operations ~~and~~of these restaurants will be included in the consolidated financial statements from the date of acquisition beginning in the second quarter of fiscal 2022. We will evaluate the fair value of the assets and liabilities of ~~these~~the acquired restaurants ~~are included~~through internal studies and third-party valuations, and we expect to complete a preliminary purchase price allocation in the ~~Consolidated Financial Statements (Unaudited) from the date of acquisition. The assets and liabilities of these restaurants were recorded at their fair values.~~

Net acquisition-related charges of $1.1 million and $2.6 million were recorded during the thirteen and thirty-nine week periods ended March 25, 2020, respectively, to Other (gains) and charges in the Consolidated Statements of Comprehensive Income (Unaudited). In the thirteen week period ended March 25, 2020, the net charges consisted of $1.1 million for professional services, transaction and transition related costs. In the thirty-nine week period ended March 25, 2020, the net charges consisted of $4.1 million for professional services, transaction and transition related costs and $1.1 million of related franchise straight-line rent balances, net of market leasehold improvement adjustments that were fully recognized at the date of the acquisition. These charges were partially offset by $2.6 million of franchise deferred revenue balances that were fully recognized at the date of the acquisition.

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~~Footnote Index~~

~~The final purchase price accounting was completed in the third~~second quarter of fiscal ~~2020, and the final amounts recorded for the fair value of acquired assets and liabilities at the acquisition date were as follows:~~


	~~Fair Value September 5, 2019~~
~~Current assets(1)~~	$	~~7.3~~
~~Property and equipment~~	~~60.3~~
~~Operating lease assets~~	~~163.5~~
~~Reacquired franchise rights(2)~~	~~6.9~~
~~Goodwill(3)~~	~~22.4~~
~~Total assets acquired~~	~~260.4~~
~~Current liabilities(4)~~	~~9.1~~
~~Operating lease liabilities, less current portion~~	~~158.3~~
~~Total liabilities assumed~~	~~167.4~~
~~Net assets acquired(5)~~	$	~~93.0~~

~~(1)Current assets included petty cash, inventory, and restaurant supplies.~~

~~(2)Reacquired franchise rights have a weighted average amortization period of approximately 8 years.~~

~~(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)Current liabilities included the current portion of operating lease liabilities, gift card liability and accrued property tax.~~

~~(5)~~Net assets acquired at fair value are equal to the total purchase price of $99.0 million, less $3.2 million of closing adjustments and $2.8 million allocated to the prepayment of leases entered into with the franchisee.2022.

~~16. SUBSEQUENT EVENTS~~

~~Subsequent to the end of the third quarter of fiscal 2021, $20.0 million of payments were made on the revolving credit facility.~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand our Company, our operations, and our current operating environment. For an understanding of the significant factors that influenced our performance during the thirteen ~~and thirty-nine~~ week periods ended ~~March 24,~~September 29, 2021 and ~~March 25,~~September 23, 2020, the MD&A should be read in conjunction with the Consolidated Financial Statements (Unaudited) and related Notes to Consolidated Financial Statements (Unaudited) included in this quarterly report. All amounts within the MD&A are presented in millions unless otherwise specified.

Overview

We 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.~~brands, as well as virtual brands including It’s Just Wings® and Maggiano’s Italian Classics™. At ~~March 24,~~September 29, 2021, we owned, operated or franchised ~~1,657~~1,650 restaurants, consisting of ~~1,120~~1,145 Company-owned restaurants and ~~537~~505 franchised restaurants, located in the United States, 2728 countries and two United States territories. Our restaurant brands, Chili’s and Maggiano’s, are both operating segments and reporting units. ~~Our Chili’s and Maggiano’s locations also support our virtual brand offerings through our partnerships with DoorDash and Google Food Ordering.~~

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Impact of COVID-19 Pandemic

~~The COVID-19~~In March 2020, a novel strain of coronavirus (“COVID-19”) was declared a global pandemic ~~caused~~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, which has resulted in significant ~~decrease in~~impacts to our guest traffic and sales since March 2020. In fiscal 2020, we temporarily closed all Company-owned restaurant dining and banquet rooms and transitioned to an off-premise business model by leveraging our carryout and delivery capabilities. We began opening dining rooms again in May 2020 and have maintained dining room capacities in accordance with state and local government mandates since then.sales. At the end of the ~~third~~first quarter of fiscal ~~2021, substantially~~2022, all of our Company-owned restaurant dining ~~and banquet~~ rooms or patios were open in some capacity.

~~To enhance~~Chili’s and Maggiano’s ability to continue serving guests during the ~~safety~~COVID-19 pandemic is the result of our ~~team members~~strategic decision to invest in technology, virtual brands, and ~~guests, we~~off-premise capabilities including online ordering, mobile app ordering, curbside service and third-party delivery.

We have ~~implemented mandatory table distancing~~experienced limited material shortages and service disruptions in our ~~dining rooms,~~supply chain and ~~we increased~~in the availability of labor to operate our ~~already strict sanitation requirements.~~restaurants. We ~~conduct daily health~~also experienced an increase in employee turnover in the first quarter of fiscal 2022. We recognize there is significant demand for talent and ~~temperature checks~~are actively working to safeguard, engage, attract and retain our employees. It is possible that shortages or disruptions could increase during fiscal 2022 as demand for ~~all employees before they begin their shift~~goods, transportation and require face coverings to be worn by all restaurant employees at all times. In March 2021, certain state and local governments began lifting the mask mandates, however, we will continue to follow our enhanced safety measures to ensure the safety of our guests and team members. Our priority is to protect the health and safety of team members and guests while continuing to serve our communities.labor increases.

Impact on Financial Outlook

The ultimate impact of the COVID-19 pandemic ~~in both the short and long term is not currently estimable~~cannot be reasonably estimated due to the uncertainty ~~surrounding~~about the extent and duration of the ~~pandemic,~~spread of the virus, the availability, acceptance and ~~acceptance~~efficacy of preventative vaccines, the emergence and impact of new COVID-19 variants and changing government restrictions. Additional impacts to the business may arise that we are not aware of currently. We cannot predict whether, when or the manner in which COVID-19 may impact our business, including the capacity of our dining rooms, what operational restrictions may be imposed, and our ability to fully staff reopened dining rooms. As such, we have taken a number of proactive measures to adapt our business to lower demand levels during the pandemic, including measures to significantly reduce costs, capital expenditures, and maintain liquidity. We will continue to closely monitor and adapt to the evolving situation.

Operations Strategy

We are committed to strategies and a Company culture that we believe will improve guest traffic, grow sales and ~~profit,~~profits, and engage team ~~members and work to return our business to pre-pandemic levels.~~members. Our strategies and culture are intended to differentiate our brands from the competition and to focus on the guest experience. We are effectively and efficiently managing our restaurants to establish a lasting presence for our brands in key markets around the world.

Our primary strategy ~~remains~~is to make our guests feel special through great food and quality service so that they return to our restaurants. Our guest survey scores on food quality and service reached an all-time high last fiscal year and remain consistent with pre-pandemic levels as we continue to provide great food and service. We believe our enhanced safety training and systems have also created a safer environment for our team members and guests.

Guest Engagement Through Technology - We ~~continue to invest~~have invested in our technology and off-premise options as more guests are opting for ~~to-go~~To-Go and delivery. ~~Our to-go menu is available through our~~ Chili’s mobile app, on our Chili’s and Maggiano’s brand websites, Google Food Ordering, and through our exclusive delivery partner DoorDash, or by calling the restaurant. Since fiscal 2018, our off-premise business has grown by 275%. Our partnership with DoorDash has been instrumental in ~~connecting with~~growing off-premise business and offering our guests ~~and providing convenience, especially~~continued service during the COVID-19 pandemic. We leveraged technology so that DoorDash orders are sent directly into our point of sale system, ~~which has facilitated~~creating efficiencies and a ~~streamlined integration~~system that allows us to better serve our ~~kitchens.~~guests. We believe that guests will continue to prefer convenience and off-premise ~~options after the pandemic concerns dissipate.~~options. We plan to continue ~~investing~~investments in our technology systems to support our ~~carryout~~To-Go and delivery capabilities.

In dining rooms, we use tabletop devices to engage our guests at the table. ~~In fiscal 2020, we rolled out a new tabletop device at Chili’s to enhance this experience.~~ These devices allow guests to pay at the table, reordering, digital entertainment, guest feedback and interaction with our My Chili’s Rewards program. Our My Chili’s Rewards loyalty ~~database includes more than 8 million~~program offers free chips and salsa or a non-alcoholic beverage to members ~~and allows us to~~based on their visit frequency. We customize offerings for these guests based on their purchase ~~behavior. We plan~~behavior, and we continue to ~~continue focusing~~shift more of our overall marketing spend onto these customized

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channels and promotions. We believe this strategy gives us a sustained competitive advantage over independent restaurants and the majority of our competitors.

Chili’s - Chili’s strategy is to differentiate from our competitors with a flexible platform of value offerings at both lunch and dinner and to connect with our guests through our My Chili’s Rewards loyalty program. We are committed to offering consistent, quality products at a price point that is compelling to our guests. Our ~~“3 for $10” platform allows~~value platforms allow guests to ~~combine~~mix and match select menu items at a ~~starter, a non-alcoholic drink and an entrée for just $10.00~~discounted price as part of the every-day base menu. Additionally, we have continued our Margarita of the Month promotion that features a premium-liquor margarita

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every month at an every-day value price of $5.00. Most of our value propositions are available for guests to enjoy in our dining rooms or off-premise.

Chili’s off-premise dining options, including our virtual ~~brand~~brands It’s Just Wings and Maggiano’s Italian Classics, are also a critical part of our strategy. In the ~~third~~first quarter of fiscal ~~2021,~~2022, Chili’s off-premise sales, including both to-go and delivery, were approximately ~~45%~~35% of Company sales, with approximately ~~59%~~55% coming from ~~to-go~~To-Go and ~~41%~~45% from delivery. We regularly evaluate our processes and menu at Chili’s to identify opportunities where we can improve our service quality and food. We continue to focus on our core equities and improving guest satisfaction with our food and service by improving execution of our operations standards.

Maggiano’s - At Maggiano’s, we believe our focus on operating fundamentals and technology provide the foundation for future efficiencies and growth. For example, Maggiano’s ~~exclusive~~ delivery partnership with DoorDash ~~creates a more affordable rate structure, making~~makes third party delivery more sustainable and efficient for the brand to operate. In addition to the DoorDash platform, our guests have the ability to order delivery directly through the Maggiano’s website. During the pandemic, Maggiano’s has leveraged off-premise dining options, including ~~our virtual brand~~ It’s Just Wings, to sustain ~~revenues and to partially mitigate a decline in its banquet business caused by restrictions on large social gatherings.~~revenues. Maggiano’s historically hosts a significant portion of its banquets in the holiday season ~~which occurred~~ during ~~our~~the second and third quarters of the fiscal ~~2021.~~year.

Virtual ~~Opportunities~~Brands - ~~It’s Just Wings is a~~We are investing in virtual ~~brand offering launched on June 23, 2020~~brands, restaurant-like menu offerings that isare only available ~~through DoorDash~~for purchase digitally, to drive restaurant traffic and ~~Google Food Ordering. This platform allows~~sales growth. We expect that our virtual brands will enable us to capitalize on the growth in off-premise dining and to leverage excess kitchen capacity in our existing restaurant infrastructure, while adding minimal complexity in ~~the restaurants.~~ our restaurants’ kitchens.

It’s Just Wings, launched on June 23, 2020, is a no-frills offering that consists of chicken wings available in 11a variety of different sauces and rubs, curly fries, ranch dressing, ~~and~~ fried Oreos and hand pies for a value price. Maggiano’s Italian Classics offers a select group of items from the full menu of Maggiano’s Little Italy including several appetizers, salads, pastas, entrées, mac & cheese and hand pies.

They are available for purchase through DoorDash, Google Food Ordering and their respective websites - itsjustwings.com and maggianosclassics.com. The operating results for the virtual brands are included in the results of our Chili’s and Maggiano’s brands, based on the restaurants that prepared and processed the food orders. We ~~will~~plan to continue to ~~identify opportunities~~test and strategically launch additional virtual brands in the future to further drive ~~restaurant growth by utilizing~~ our ~~existing restaurant infrastructure, DoorDash partnership and Google Food Ordering.~~growth.

Franchise Partnerships - Our franchisees continue to grow our brands around the world, opening ~~ten~~three restaurants and entering into ~~two~~one new development agreement for the ~~thirty-nine~~thirteen week period ended ~~March 24,~~September 29, 2021. We plan to strategically pursue expansion of Chili’s internationally through development agreements with new and existing franchise partners. We are also supporting our franchise partners with opportunities to expand sales through our virtual brand offerings.

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Company Development - The following table details the number of restaurant openings during the thirteen ~~and thirty-nine~~ week periods ended ~~March 24,~~September 29, 2021 and ~~March 25,~~September 23, 2020, respectively, total full year projected openings in fiscal ~~2021,~~2022, and the total restaurants open at each period end:


	Openings During the		Full Year Projected Openings
	Thirteen Week Periods Ended			Total Open Restaurants at
		September 29, 2021	September 23, 2020	Fiscal 2022	September 29, 2021	September 23, 2020
Company-owned restaurants
Chili’s domestic		1	3	8	1,088	1,059
Chili’s international		—	—	—	5	5
Maggiano’s domestic		—	—	—	52	52
Total Company-owned		1	3	8	1,145	1,116
Franchise restaurants
Chili’s domestic		—	1	3	146	172
Chili’s international		3	3	9-12	357	371
Maggiano’s domestic		—	—	—	2	1
Total franchise		3	4	12-15	505	544
Total restaurants
Chili’s domestic		1	4	11	1,234	1,231
Chili’s international		3	3	9-12	362	376
Maggiano’s domestic		—	—	—	54	53
Total		4	7	20-23	1,650	1,660

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Openings During the Openings During the Full Year Projected Openings
Thirteen Week Periods Ended Thirty-Nine Week Periods Ended Total Open Restaurants at
March 24, 2021 March 25, 2020 March 24, 2021 March 25, 2020 Fiscal 2021 March 24, 2021 March 25, 2020
Company-owned restaurants
Chili’s domestic 2 1 6 6 8 1,063 1,060
Chili’s international — — — — — 5 5
Maggiano’s domestic — — — — — 52 52
Total Company-owned 2 1 6 6 8 1,120 1,117
Franchise restaurants
Chili’s domestic 2 — 3 2 3 172 178
Chili’s international 2 7 6 23 7 363 379
Maggiano’s domestic — — 1 — 1 2 1
Total franchise 4 7 10 25 11 537 558
Total restaurants
Chili’s domestic 4 1 9 8 11 1,235 1,238
Chili’s international 2 7 6 23 7 368 384
Maggiano’s domestic — — 1 — 1 54 53
Total 6 8 16 31 19 1,657 1,675

~~Relocations are not included in~~During the ~~table above. In the thirty-nine~~thirteen week period ended ~~March 24,~~September 29, 2021, we ~~relocated two~~acquired 23 Chili’s ~~domestic~~restaurants located in the Mid-Atlantic region of the United States owned by a franchisee. The acquisition of these restaurants is not reflected in Openings during the thirteen week period ended September 29, 2021 or Full Year Projected Openings total as they are existing restaurant locations transitioning ownership. These acquired restaurants are included in Total Open Restaurants at September 29, 2021 within the total for Company-owned restaurants ~~with no additional relocations planned for the remainder of fiscal 2021.~~Chili’s domestic.

At ~~March 24,~~September 29, 2021, we own property for 4246 of the ~~1,120~~1,145 Company-owned restaurants. The net book values associated with these restaurants included land of ~~$33.1~~$38.3 million and buildings of ~~$11.6~~$13.2 million.

Revenues

Thirteen ~~and Thirty-Nine~~ Week ~~Periods~~Period Ended ~~March 24,~~September 29, 2021 compared to ~~March 25,~~September 23, 2020

Revenues are presented in two separate captions in the Consolidated Statements of Comprehensive Income (Unaudited) to provide more clarity around Company-owned restaurant revenues and operating expenses trends:

•Company sales ~~inclu~~deinclude revenues generated by the operation of Company-owned restaurants including gift card redemptions and revenues from our It’s Just Wings and Maggiano’s Italian Classics virtual ~~brand revenues.~~brands.

•Franchise and other revenues include ~~Royalties,~~ royalties, delivery ~~service~~fee income, gift card breakage, ~~franchise advertising fees, digital entertainment revenues,~~ Maggiano’s banquet service charge income, digital entertainment revenue, franchise advertising fees, franchise and development fees, gift card equalization, merchandise income and gift card discount costs from third-party gift card ~~sales and merchandise income~~.sales.

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The following is a summary of the change in Total revenues:

Total Revenues
Chili’s Maggiano’s Total Revenues
Thirteen Week Period Ended March 25, 2020 $ 764.4 $ 95.6 $ 860.0
Change from:
Comparable restaurant sales(1)
0.0 (27.0) (27.0)
Restaurant closures(2)
(4.6) — (4.6)
Restaurant openings 4.4 — 4.4
Restaurant relocations 0.5 — 0.5
Company sales 0.3 (27.0) (26.7)
Royalties(4)
(1.3) — (1.3)
Franchise fees and other revenues (0.4) (3.2) (3.6)
Franchise and other revenues (1.7) (3.2) (4.9)
Thirteen Week Period Ended March 24, 2021 $ 763.0 $ 65.4 $ 828.4


		Total Revenues							Total Revenues
		Chili’s		Maggiano’s		Total Revenues			Chili’s		Maggiano’s		Total Revenues
Thirty-Nine Week Period Ended March 25, 2020		$	2,203.1	$	312.2	$	2,515.3
Thirteen Week Period Ended September 23, 2020								Thirteen Week Period Ended September 23, 2020	$	686.5	$	53.6	$	740.1
Change from:	Change from:							Change from:
Comparable restaurant sales~~(1)~~	Comparable restaurant sales~~(1)~~	(91.9)		(116.1)		(208)		Comparable restaurant sales~~(1)~~	87.7		33.1		120.8
Restaurant openings								Restaurant openings	5.4		—		5.4
Restaurant acquisitions~~(3)~~(1)								Restaurant acquisitions~~(3)~~(1)	4.1		—		4.1
Restaurant closures(2)	Restaurant closures(2)	(21.1)		—		(21.1)		Restaurant closures(2)	0.6		—		0.6
Restaurant acquisitions~~(3)~~(1)		49.7		—		49.7
Restaurant openings		13.9		—		13.9
Restaurant relocations	Restaurant relocations	1.8		—		1.8		Restaurant relocations	0.5		—		0.5

Company sales	Company sales	(47.6)		(116.1)		(163.7)		Company sales	98.3		33.1		131.4
Royalties~~(4)~~(3)	Royalties~~(4)~~(3)	(8.8)		—		(8.8)		Royalties~~(4)~~(3)	2.4		0.1		2.5
Franchise fees and other revenues	Franchise fees and other revenues	(0.8)		(12.8)		(13.6)		Franchise fees and other revenues	0.4		2.0		2.4
Franchise and other revenues	Franchise and other revenues	(9.6)		(12.8)		(22.4)		Franchise and other revenues	2.8		2.1		4.9
Thirty-Nine Week Period Ended March 24, 2021		$	2,145.9	$	183.3	$	2,329.2
Thirteen Week Period Ended September 29, 2021								Thirteen Week Period Ended September 29, 2021	$	787.6	$	88.8	$	876.4

(1)~~Comparable restaurant~~We acquired 23 Chili’s restaurants from a franchisee on September 2, 2021. The revenues generated by these restaurants since the date of the acquisition are included in Company sales were negatively impacted by lower dining room guest traffic resulting from temporary dining room closures, capacity limitations and our guests’ personal safety preferences, offset by increased off-premise sales.for the thirteen week period ended September 29, 2021.

(2)Restaurant closures include the ~~impact of permanently closed locations and~~change in Company sales resulting from temporary closures longer than 14 consecutive ~~days.~~days that occurred in the previous 18 months, partially offset by permanently closed locations.

(3)~~We acquired 116 Chili’s restaurants from a franchisee effective~~Our franchisees generated sales of approximately $211.9 million for the thirteen week period ended September ~~5, 2019. This amount represents the change~~29, 2021 compared to $163.5 million in ~~Company~~ sales ~~attributed to these restaurants over~~for the thirteen week period ended September 23, 2020. ~~Beginning in the second quarter of fiscal 2021, the change in Company sales attributed to these restaurants is included in Comparable restaurant sales.~~

~~(4)~~Lower royalties in the thirteen and thirty-nine week periods ended March 24, 2021 are primarily due to lower sales by our franchisees due to the COVID-19 pandemic. Our franchisees generated sales of approximately $190.8 million and $543.7 million for the thirteen and thirty-nine week periods ended March 24, 2021, respectively, compared to $218.0 million and $742.6 million in sales for the thirteen and thirty-nine week periods ended March 25, 2020, respectively.

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The table below presents the percentage change in comparable restaurant sales and restaurant capacity for the thirteen ~~and thirty-nine~~ week ~~periods~~period ended ~~March 24,~~September 29, 2021 compared to ~~March 25,~~September 23, 2020:

Percentage Change in the Thirteen Week Period Ended March 24, 2021 versus March 25, 2020
Comparable Restaurant Sales(1)(2)
Price Impact
Mix-Shift Impact(3)
Traffic Impact
Restaurant Capacity(4)
Company-owned (3.3) % 0.6 % (6.2) % 2.3 % 0.0 %
Chili’s 0.0 % 0.5 % (4.5) % 4.0 % 0.0 %
Maggiano’s (29.6) % 1.2 % (9.2) % (21.6) % 0.0 %
Chili’s Franchise(5)
0.2 %
U.S. 5.2 %
International (8.8) %
Chili’s Domestic(6)
0.6 %
System-wide(7)
(2.8) %


		Percentage Change in the Thirty-Nine Week Period Ended March 24, 2021 versus March 25, 2020											Percentage Change in the Thirteen Week Period Ended September 29, 2021 versus September 23, 2020
		Comparable Restaurant Sales(1)(2)		Price Impact		Mix-Shift Impact(3)		Traffic Impact		Restaurant Capacity(4)			Comparable Restaurant Sales(1)		Price Impact		Mix-Shift Impact(2)		Traffic Impact		Restaurant Capacity(3)
Company-owned	Company-owned	(8.7)	%	0.4	%	(6.7)	%	(2.4)	%	2.5	%	Company-owned	17.0	%	0.6	%	5.6	%	10.8	%	2.1	%
Chili’s	Chili’s	(4.4)	%	0.3	%	(4.5)	%	(0.2)	%	2.6	%	Chili’s	13.4	%	0.6	%	3.4	%	9.4	%	2.2	%
Maggiano’s	Maggiano’s	(39.2)	%	1.4	%	(10.5)	%	(30.1)	%	0.0	%	Maggiano’s	62.6	%	0.2	%	23.3	%	39.1	%	0.0	%
Chili’s Franchise~~(5)~~(4)	Chili’s Franchise~~(5)~~(4)	(6.9)	%									Chili’s Franchise~~(5)~~(4)	23.1	%
U.S.	U.S.	(1.7)	%									U.S.	17.8	%
International	International	(15.9)	%									International	32.0	%
Chili’s Domestic~~(6)~~(5)	Chili’s Domestic~~(6)~~(5)	(4.0)	%									Chili’s Domestic~~(6)~~(5)	13.8	%
System-wide~~(7)~~(6)	System-wide~~(7)~~(6)	(8.5)	%									System-wide~~(7)~~(6)	17.8	%

(1)Comparable Restaurant Sales include all restaurants that have been in operation for more than 18 months except acquired restaurants which are included after 12 months of ownership. Restaurants temporarily closed 14 days or more are excluded from ~~comparable restaurant sales.~~Comparable Restaurant Sales. Percentage amounts are calculated based on the comparable periods year-over-year.

(2)~~Comparable Restaurant Sales for Chili’s and Maggiano’s include the results of It’s Just Wings, a virtual brand launched nationally in June 2020.~~

~~(3)~~Mix-Shift is calculated as the year-over-year percentage change in Company sales resulting from the change in menu items ordered by guests.

~~(4)~~(3)Restaurant Capacity is measured by sales weeks and is calculated based on comparable periods ~~year-over-year. The COVID-19 related restaurant closures are temporary and therefore no adjustment has been made to capacity.~~year-over-year, including the effect of the acquisition of 23 Chili’s restaurants in the first quarter of fiscal 2022.

~~(5)~~

Table of Contents

(4)Chili’s franchise sales generated by franchisees are not included in Total revenues in the Consolidated Statements of Comprehensive Income (Unaudited); however, we generate royalty revenues and advertising fees based on franchisee revenues, where applicable. We believe presenting Chili’s franchise comparable restaurant sales provides investors relevant information regarding total brand performance.

~~(6)~~(5)Chili’s domestic Comparable Restaurant Sales percentages are derived from sales generated by Company-owned and franchise-operated Chili’s restaurants in the United States.

~~(7)~~(6)System-wide Comparable Restaurant Sales are derived from sales generated by Company-owned Chili’s and Maggiano’s restaurants ~~in addition to the~~and sales generated at franchise-operated Chili’s restaurants.

~~Table of Contents~~

Costs and Expenses

Thirteen Week Period Ended ~~March 24,~~September 29, 2021 compared to ~~March 25,~~September 23, 2020

The following is a summary of the changes in Costs and Expenses:


		Thirteen Week Periods Ended								Favorable (Unfavorable) Variance					Thirteen Week Periods Ended								Favorable (Unfavorable) Variance
		March 24, 2021				March 25, 2020									September 29, 2021				September 23, 2020
		Dollars		% of Company Sales		Dollars		% of Company Sales		Dollars		% of Company Sales			Dollars		% of Company Sales		Dollars		% of Company Sales		Dollars		% of Company Sales
Food and beverage costs	Food and beverage costs	$	213.9	26.3	%	$	226.7	27.0	%	$	12.8	0.7	%	Food and beverage costs	$	234.3	27.2	%	$	193.5	26.6	%	$	(40.8)	(0.6)	%
Restaurant labor	Restaurant labor	270.8		33.3	%	285.9		34.0	%	15.1		0.7	%	Restaurant labor	304.9		35.5	%	248.0		34.0	%	(56.9)		(1.5)	%
Restaurant expenses	Restaurant expenses	216.1		26.5	%	220.2		26.2	%	4.1		(0.3)	%	Restaurant expenses	231.3		26.9	%	202.5		27.8	%	(28.8)		0.9	%
Depreciation and amortization	Depreciation and amortization	37.4				43.5				6.1				Depreciation and amortization	39.3				37.4				(1.9)
General and administrative	General and administrative	33.7				23.3				(10.4)				General and administrative	36.5				30.5				(6.0)
Other (gains) and charges	Other (gains) and charges	4.3				19.3				15.0				Other (gains) and charges	4.5				3.8				(0.7)
Interest expenses	Interest expenses	14.1				14.3				0.2				Interest expenses	12.5				14.6				2.1
Other income, net	Other income, net	(0.3)				(0.4)				(0.1)				Other income, net	(0.3)				(0.4)				(0.1)

As a percentage of Company sales:

•Food and beverage costs ~~decreased 0.7%~~increased 0.6%, including ~~0.6%~~1.0% of unfavorable commodity pricing due to supply chain constraints and inflationary pressures resulting in higher poultry and other commodity costs, partially offset by 0.2% of favorable menu pricing and 0.2% of favorable menu item mix, 0.3% of favorable commodity pricing primarily related to beef and produce and 0.1% of increased menu pricing, partially offset by 0.3% of unfavorable commodity pricing primarily related to dairy, poultry and other.mix.

•Restaurant labor ~~decreased 0.7%~~increased 1.5%, including ~~1.3%~~4.0% of ~~favorable hourly~~higher restaurant labor ~~expenses due to reduced staffing requirements~~costs primarily including wage rates, training and ~~labor shortages~~overtime and 0.3% of ~~lower~~higher other labor expenses, partially offset by ~~0.6% of higher manager bonus expenses due to improved operational performance metrics and 0.3%~~2.8% of sales ~~deleverage.~~leverage.

•Restaurant expenses ~~increased 0.3%~~decreased 0.9%, including ~~3.3%~~3.2% of ~~higher expenses related to~~sales leverage and 0.8% of lower delivery fees and To-Go supplies, ~~driven by the growth in off-premise sales and 0.5% of sales deleverage,~~ partially offset by ~~2.2%~~1.4% of ~~lower advertising expenses, 0.4% of lower~~higher repairs and maintenance expenses, 0.6% of higher utilities expenses, 0.3% of ~~lower miscellaneous~~higher advertising expenses, 0.3% of higher restaurant supplies ~~expenses, 0.2%~~and 0.5% of ~~lower credit card fees and 0.4% of lower~~higher other restaurant expenses.

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Depreciation and amortization ~~decreased $6.1~~increased $1.9 million as follows:


	Depreciation and Amortization
Thirteen Week Period Ended ~~March 25,~~September 23, 2020	$	~~43.5~~37.4
Change from:
Retirements and fully depreciated restaurant assets	~~(5.3)~~(4.1)
Finance leases	~~(3.8)~~1.5
Additions for ~~new~~existing and ~~existing~~new restaurant assets	~~1.9~~3.9
Acquisition of ~~franchise~~Chili’s restaurants(1)	~~0.5~~0.2
Corporate assets	0.4
~~Other~~	~~0.2~~
Thirteen Week Period Ended ~~March 24,~~September 29, 2021	$	~~37.4~~39.3

(1)

~~Table~~Represents the incremental depreciation and amortization of ~~Contents~~the assets and finance leases of the 23 Chili’s restaurants acquired on September 2, 2021.

General and administrative expenses increased ~~$10.4~~$6.0 million as follows:


	General and Administrative
Thirteen Week Period Ended ~~March 25,~~September 23, 2020	$	~~23.3~~30.5
Change from:
~~Performance-based compensation(1)~~	~~6.9~~
~~Stock-based compensation(2)~~	~~5.0~~
Defined contribution plan employer expenses(1)	~~(1.0)~~2.9
Professional fees	1.5
Payroll-related expenses	~~(1.0)~~1.0
Travel and entertainment expenses	~~(0.4)~~0.4
~~Professional fees~~Stock-based compensation	~~(0.2)~~0.2
Performance-based compensation	(1.0)
Other	~~1.1~~1.0
Thirteen Week Period Ended ~~March 24,~~September 29, 2021	$	~~33.7~~36.5

(1)Performance-based compensation increased due to improved business performance metrics in fiscal 2021, and due to a prior year expense reduction to reflect a decline in the expected payout for fiscal 2020 caused by the negative impact of the COVID-19 pandemic.

~~Other (gains) and charges~~ ~~consisted of the following (for further details, refer to Note 4 - Other Gains and Charges):~~

Thirteen Week Periods Ended
March 24,
2021 March 25,
2020
Loss from natural disasters, net of (insurance recoveries) $ 1.8 $ (0.9)
Remodel-related costs 0.9 0.6
COVID-19 related charges 0.9 16.1
Restaurant closure charges 0.3 0.3
Foreign currency transaction (gain) loss 0.1 2.3
Acquisition of franchise restaurants costs, net — 1.1
Other 0.3 (0.2)
$ 4.3 $ 19.3

~~Table of Contents~~

~~Thirty-Nine Week Period Ended March 24, 2021 compared to March 25, 2020~~

~~The following is a summary of the changes in Costs and Expenses:~~

Thirty-Nine Week Periods Ended Favorable (Unfavorable) Variance
March 24, 2021 March 25, 2020
Dollars % of Company Sales Dollars % of Company Sales Dollars % of Company Sales
Food and beverage costs $ 606.3 26.5 % $ 653.6 26.7 % $ 47.3 0.2 %
Restaurant labor 774.6 33.9 % 846.2 34.5 % 71.6 0.6 %
Restaurant expenses 629.9 27.5 % 652.2 26.6 % 22.3 (0.9) %
Depreciation and amortization 112.0 120.9 8.9
General and administrative 94.2 95.9 1.7
Other (gains) and charges 13.5 30.7 17.2
Interest expenses 43.1 44.2 1.1
Other income, net (1.2) (1.4) (0.2)

~~As a percentage of Company sales:~~

•~~Food and beverage costs~~ ~~decreased 0.2%, including 0.2% of favorable menu item mix and 0.1% of increased menu pricing, partially offset by 0.1% of unfavorable commodity pricing related to dairy.~~

•~~Restaurant labor~~ decreased 0.6%, including 1.3% favorable hourly labor expenses and 0.4% of favorable manager salaries expenses, both due to reduced staffing requirements and 0.1% of lower other labor expenses, partially offset by 1.0% of sales deleverage and 0.2% of higher manager bonus expenses due to improved operational performance metrics.

•~~Restaurant expenses~~ increased 0.9%, including 3.3% of higher expenses related to delivery fees and supplies in connection with the growth in off-premise sales and 1.6% of sales deleverage, partially offset by 2.2% of lower advertising expenses, 0.9% of lower repairs and maintenance expenses, 0.3% of lower credit card fees, 0.2% of lower utilities expenses and 0.4% of lower other restaurant expenses.

~~Depreciation and amortization decreased $8.9 million as follows:~~


	~~Depreciation and Amortization~~
~~Thirty-Nine Week Period Ended March 25, 2020~~	$	~~120.9~~
~~Change from:~~
~~Retirements and fully depreciated restaurant assets~~	~~(17.5)~~
~~Finance leases~~	~~(1.9)~~
~~Additions for existing and new restaurant assets~~	~~6.1~~
~~Acquisition of Chili’s restaurants(1)~~	~~2.8~~
~~Corporate assets~~	~~1.2~~
~~Other~~	~~0.4~~
~~Thirty-Nine Week Period Ended March 24, 2021~~	$	~~112.0~~

~~(1)~~Acquisition of Chili’s restaurants represents the change in depreciation and amortization of the assets and finance leases of the 116 Chili’s restaurants acquired on September 5, 2019. The increase resulted primarily from the timing of the acquisition.

~~Table of Contents~~

~~General and administrative expenses increased $1.7 million as follows:~~


	~~General and Administrative~~
~~Thirty-Nine Week Period Ended March 25, 2020~~	$	~~95.9~~
~~Change from:~~
~~Performance-based compensation(1)~~	~~9.1~~
~~Stock-based compensation(2)~~	~~2.2~~
~~Defined contribution plan employer expenses(3)~~	~~(6.0)~~
~~Payroll-related expenses~~	~~(3.1)~~
~~Travel and entertainment expenses~~	~~(1.8)~~
~~Professional fees~~	~~(1.7)~~
~~Other~~	~~(0.4)~~
~~Thirty-Nine Week Period Ended March 24, 2021~~	$	~~94.2~~

~~(1)~~Performance-based compensation increased due to improved business performance metrics in fiscal 2021 and due to a prior year expense reduction to reflect a decline in the expected payout for fiscal 2020 caused by the negative impact of the COVID-19 pandemic.

~~(2)~~Stock-based compensation increased primarily due to the prior year expense reduction to reflect a decline in the expected achievement for grants vesting at the end of fiscal 2020. The expected achievement for those awards was negatively impacted by the COVID-19 pandemic. Additionally, stock-based compensation increased during the third quarter of 2021 to reflect a higher expected achievement for grants vesting at the end of fiscal 2021. These increases were partially offset by a decrease primarily due to the acceleration of stock-based compensation expenses in the first quarter of fiscal 2020 for retirement eligible executives.

~~(3)~~Defined contribution plan employer expenses ~~decreased~~increased due to the temporary suspension of employer matching contributions related to the Company’s 401(k) plan from May 2020 through December 2020. Employer matching contributions were reinstated beginning January 1, 2021.

Other (gains) and charges consisted of the following (for further details, refer to Note 4 - Other Gains and Charges):


		Thirty-Nine Week Periods Ended					Thirteen Week Periods Ended
		March 24, 2021		March 25, 2020			September 29, 2021		September 23, 2020
Remodel-related costs						Remodel-related costs	$	1.5	$	0.2
Enterprise system implementation						Enterprise system implementation	0.6		—
Loss from natural disasters, net of (insurance recoveries)						Loss from natural disasters, net of (insurance recoveries)	0.6		—
COVID-19 related charges	COVID-19 related charges	$	3.1	$	16.1	COVID-19 related charges	0.3		1.2
Restaurant impairment charges		2.5		4.6
Restaurant closure charges	Restaurant closure charges	2.2		3.4		Restaurant closure charges	0.2		1.5
Loss from natural disasters, net of (insurance recoveries)		2.0		(0.6)
Remodel-related costs		1.8		2.1
Lease modification gain, net		(0.5)		(3.1)
Foreign currency transaction (gain) loss		(0.3)		2.2
Acquisition of franchise restaurants costs, net		—		2.6
Other	Other	2.7		3.4		Other	1.3		0.9
		$	13.5	$	30.7		$	4.5	$	3.8

Interest expenses decreased ~~$1.1~~$2.1 million due to lower interest rates and average borrowing balances on our revolving credit facility ~~partially offset by higher interest rates on our revolving credit facility~~ in ~~2021 and higher interest expenses for the Chili’s tabletop device finance lease which rolled out to restaurants beginning in the second quarter of~~ fiscal ~~2020 and completed in the fourth quarter of fiscal 2020.~~

2022.

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~~Segment Results~~Income Taxes


	Thirteen Week Periods Ended
		September 29, 2021		September 23, 2020		Favorable / (Unfavorable) Variance
Effective income tax rate		1.5	%	(4.9)	%	(6.4)	%

The ~~third~~federal statutory tax rate was 21.0% for the thirteen week periods ended September 29, 2021 and September 23, 2020.

The effective income tax rate in the thirteen week period ended September 29, 2021 increased compared to the thirteen week period ended September 23, 2020 primarily due to a reduced favorable impact from the FICA tip tax credit and the excess tax benefits associated with stock-based compensation in the first quarter of fiscal 2021 results for the thirteen and thirty-nine week periods include the continued impact from the COVID-19 pandemic. Dining room restrictions and our guests’ personal safety preferences have resulted in a shift to our off-premise dining options, which has changed our staffing requirements. Expenses associated with off-premise and other operational expenses are noted below.2022.

Segment Results

Chili’s Segment

Thirteen Week Period Ended ~~March 24,~~September 29, 2021 compared to ~~March 25,~~September 23, 2020


		Thirteen Week Periods Ended				Favorable (Unfavorable) Variance					Variance as percentage			Thirteen Week Periods Ended								Favorable (Unfavorable) Variance			Variance as percentage
		March 24, 2021		March 25, 2020						September 29, 2021					September 23, 2020
Company sales	Company sales	$	749.0	$	748.7			$	0.3					0.0		%	Company sales	$	773.3		$	675.0		$	98.3		14.6	%
Royalties	Royalties	7.7		9.0		(1.3)					(14.4)	%	Royalties	9.0					6.6			2.4			36.4	%
Franchise fees and other revenues	Franchise fees and other revenues	6.3		6.7		(0.4)					(6.0)	%	Franchise fees and other revenues	5.3					4.9			0.4			8.2	%
Franchise and other revenues	Franchise and other revenues	14.0		15.7		(1.7)					(10.8)	%	Franchise and other revenues	14.3					11.5			2.8			24.3	%
Total revenues	Total revenues	$	763.0	$	764.4	$	(1.4)				(0.2)	%	Total revenues	$	787.6				$	686.5		$	101.1		14.7	%

Chili’s Total revenues ~~decreased by 0.2%~~increased 14.7% primarily due to ~~lower~~higher dining room guest sales and traffic, six restaurant openings and ~~lower royalties,~~the acquisition of 23 Chili’s restaurants on September 2, 2021, partially offset by ~~increased~~decreased off-premise ~~sales including It’s Just Wings.~~sales. Refer to “Revenues” section above for further details about Chili’s revenues changes.

The following is a summary of the changes in Chili’s operating costs and expenses:


		Thirteen Week Periods Ended								Favorable (Unfavorable) Variance					Thirteen Week Periods Ended								Favorable (Unfavorable) Variance
		March 24, 2021				March 25, 2020									September 29, 2021				September 23, 2020
		Dollars		% of Company Sales		Dollars		% of Company Sales		Dollars		% of Company Sales			Dollars		% of Company Sales		Dollars		% of Company Sales		Dollars		% of Company Sales
Food and beverage costs	Food and beverage costs	$	198.7	26.6	%	$	204.1	27.3	%	$	5.4	0.7	%	Food and beverage costs	$	213.4	27.6	%	$	180.8	26.8	%	$	(32.6)	(0.8)	%
Restaurant labor	Restaurant labor	248.7		33.2	%	251.1		33.5	%	2.4		0.3	%	Restaurant labor	273.5		35.3	%	228.2		33.8	%	(45.3)		(1.5)	%
Restaurant expenses	Restaurant expenses	194.2		25.9	%	193.2		25.8	%	(1.0)		(0.1)	%	Restaurant expenses	204.6		26.5	%	181.4		26.9	%	(23.2)		0.4	%
Depreciation and amortization	Depreciation and amortization	31.0				36.5				5.5				Depreciation and amortization	33.0				30.6				(2.4)
General and administrative	General and administrative	7.0				5.9				(1.1)				General and administrative	8.0				5.4				(2.6)
Other (gains) and charges	Other (gains) and charges	3.1				14.9				11.8				Other (gains) and charges	2.8				3.6				0.8

As a percentage of Company sales:

•Chili’s Food and beverage costs ~~decreased 0.7%~~increased 0.8%, including ~~0.5% of favorable menu item mix, 0.4% of favorable commodity pricing related to beef and produce and 0.1% of increased menu pricing, partially offset by 0.3%~~0.9% of unfavorable commodity pricing ~~primarily related~~due to ~~dairy~~supply chain constraints and ~~poultry.~~inflationary pressures resulting in higher poultry and other commodity costs and 0.1% of unfavorable menu item mix, partially offset by 0.2% of increased menu pricing.

•Chili’s Restaurant labor ~~decreased 0.3%~~increased 1.5%, including ~~0.8%~~3.6% of ~~favorable hourly~~higher restaurant labor ~~expenses due to reduced staffing requirements~~costs primarily including wage rates, training and ~~labor shortages~~overtime and ~~0.1%~~0.2% of ~~lower~~higher other labor expenses, partially offset by ~~0.6% of higher manager bonus expenses due to improved operational performance metrics.~~

•~~Chili’s Restaurant expenses increased 0.1%, including 3.4% of higher expenses related to delivery fees and supplies driven by the growth in off-premise sales, partially offset by~~ 2.3% of ~~lower advertising expenses, 0.4% of lower miscellaneous restaurant supplies, 0.3% of lower repairs and maintenance expenses and 0.3% of lower other restaurant expenses.~~sales leverage.

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•Chili’s Restaurant expenses decreased 0.4%, including 2.5% of sales leverage and 0.6% of lower delivery fees and To-Go supplies, partially offset by 1.3% of higher repairs and maintenance expenses, 0.6% of higher utilities expenses and 0.8% of higher other restaurant expenses.

Chili’s Depreciation and amortization ~~decreased $5.5~~increased $2.4 million as follows:


	Depreciation and Amortization
Thirteen Week Period Ended ~~March 25,~~September 23, 2020	$	~~36.5~~30.6
Change from:
Additions for existing and new restaurant assets	3.8
Finance leases	1.4
Acquisition of Chili’s restaurants(1)	0.2
Retirements and fully depreciated restaurant assets	~~(4.3)~~(3.0)
~~Finance leases~~	~~(3.7)~~
~~Additions for new and existing restaurant assets~~	~~1.9~~
~~Acquisition of franchise restaurants~~	~~0.5~~
~~Other~~	~~0.1~~
Thirteen Week Period Ended ~~March 24,~~September 29, 2021	$	~~31.0~~33.0

(1)Represents the incremental depreciation and amortization of the assets and finance leases of the 23 Chili’s restaurants acquired on September 2, 2021.

Chili’s General and administrative increased ~~$1.1~~$2.6 million as follows:


	General and Administrative
Thirteen Week Period Ended ~~March 25,~~September 23, 2020	$	~~5.9~~
~~Change from:~~
~~Performance-based compensation~~	~~2.0~~
~~Stock-based compensation~~	~~0.9~~
~~Defined contribution plan employer expenses~~	~~(0.7)~~
~~Payroll-related expenses~~	~~(0.7)~~
~~Other~~	~~(0.4)~~
~~Thirteen Week Period Ended March 24, 2021~~	$	~~7.0~~

~~Chili’s Other (gains) and charges~~ ~~consisted of the following (for further details, refer to Note 4 - Other Gains and Charges):~~

Thirteen Week Periods Ended
March 24,
2021 March 25,
2020
Loss from natural disasters, net of (insurance recoveries) $ 1.1 $ (0.9)
Remodel-related costs 0.9 0.6
COVID-19 related charges 0.8 13.8
Restaurant closure charges 0.3 0.3
Acquisition of franchise restaurants-related costs — 1.1
$ 3.1 $ 14.9

~~Thirty-Nine Week Period Ended March 24, 2021 compared to March 25, 2020~~

Thirty-Nine Week Periods Ended Favorable (Unfavorable) Variance Variance as percentage
March 24,
2021 March 25,
2020
Company sales $ 2,107.0 $ 2,154.6 $ (47.6) (2.2) %
Royalties 21.9 30.7 (8.8) (28.7) %
Franchise fees and other revenues 17.0 17.8 (0.8) (4.5) %
Franchise and other revenues 38.9 48.5 (9.6) (19.8) %
Total revenues $ 2,145.9 $ 2,203.1 $ (57.2) (2.6) %

Chili’s Total revenues decreased 2.6% primarily due lower dining room guest traffic and lower royalties, partially offset by increased off-premise sales including It’s Just Wings and the acquisition of 116 Chili’s restaurants on September 5, 2019. Refer to “Revenues” section above for further details about Chili’s revenues changes.

~~Table of Contents~~

~~The following is a summary of the changes in Chili’s operating costs and expenses:~~

Thirty-Nine Week Periods Ended Favorable (Unfavorable) Variance
March 24, 2021 March 25, 2020
Dollars % of Company Sales Dollars % of Company Sales Dollars % of Company Sales
Food and beverage costs $ 563.2 26.7 % $ 581.6 27.0 % $ 18.4 0.3 %
Restaurant labor 710.3 33.7 % 735.2 34.1 % 24.9 0.4 %
Restaurant expenses 564.6 26.8 % 568.2 26.4 % 3.6 (0.4) %
Depreciation and amortization 92.4 99.3 6.9
General and administrative 17.8 23.5 5.7
Other (gains) and charges 11.1 23.9 12.8

~~As a percentage of Company sales:~~

•Chili’s Food and beverage costs decreased 0.3%, including 0.3% of favorable menu item mix and 0.1% of increased menu pricing, partially offset by 0.1% of unfavorable commodity pricing primarily related to dairy.

•Chili’s Restaurant labor decreased 0.4%, including 1.0% of favorable hourly labor and manager expenses due to reduced staffing requirements, partially offset by 0.5% of sales deleverage and 0.1% of higher other labor expenses.

•Chili’s Restaurant expenses increased 0.4%, including 3.4% of higher expenses related to delivery fees and supplies driven by the growth in off-premise sales and 0.9% of sales deleverage, partially offset by 2.4% of lower advertising expenses, 0.7% of lower repairs and maintenance expenses, 0.2% of lower credit card fees and 0.6% of lower other restaurant expenses.

~~Chili’s Depreciation and amortization decreased $6.9 million as follows:~~


	~~Depreciation and Amortization~~
~~Thirty-Nine Week Period Ended March 25, 2020~~	$	~~99.3~~
~~Change from:~~
~~Retirements and fully depreciated restaurant assets~~	~~(14.1)~~
~~Finance leases~~	~~(1.8)~~
~~Additions for existing and new restaurant assets~~	~~5.8~~
~~Acquisition of Chili’s restaurants(1)~~	~~2.8~~
~~Other~~	~~0.4~~
~~Thirty-Nine Week Period Ended March 24, 2021~~	$	~~92.4~~

~~Table of Contents~~

~~Chili’s General and administrative decreased $5.7 million as follows:~~


	~~General and Administrative~~
~~Thirty-Nine Week Period Ended March 25, 2020~~	$	~~23.5~~5.4
Change from:
Defined contribution plan employer expenses(1)	~~(4.7)~~2.1
~~Payroll-related expenses~~Professional fees	~~(1.7)~~0.3
Stock-based compensation	0.3
Travel and entertainment expenses	~~(0.8)~~0.1

Performance-based compensation	(0.3)
~~Professional fees~~	~~(0.4)~~
~~Performance-based compensation(2)~~	~~2.4~~
~~Stock-based compensation~~Other	0.1
~~Other~~	~~(0.6)~~
~~Thirty-Nine~~Thirteen Week Period Ended ~~March 24,~~September 29, 2021	$	~~17.8~~8.0

(1)Defined contribution plan employer expenses ~~decreased~~increased due to the temporary suspension of employer matching contributions related to the Company’s 401(k) plan from May 2020 through December 2020. Employer matching contributions were reinstated beginning January 1, 2021.

~~(2)~~Performance-based compensation increased due to improved business performance metrics in fiscal 2021 and due to a prior year expense reduction to reflect a decline in the expected payout for fiscal 2020 caused by the negative impact of the COVID-19 pandemic.

~~Chili’s Other (gains) and charges consisted of the following (for further details, refer to Note 4 - Other Gains and Charges):~~

Thirty-Nine Week Periods Ended
March 24,
2021 March 25,
2020
COVID-19 related charges $ 2.9 $ 13.8
Restaurant impairment charges 2.1 4.6
Restaurant closure charges 2.1 3.4
Remodel-related costs 1.8 2.1
Loss from natural disasters, net of (insurance recoveries) 1.3 (0.6)
Lease modification gain, net (0.5) (3.1)
Acquisition of franchise restaurants-related costs — 2.6
Other 1.4 1.1
$ 11.1 $ 23.9

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Maggiano’s Segment

Thirteen Week Period Ended ~~March 24,~~September 29, 2021 compared to ~~March 25,~~September 23, 2020


		Thirteen Week Periods Ended				Favorable (Unfavorable) Variance					Variance as a percentage			Thirteen Week Periods Ended								Favorable (Unfavorable) Variance			Variance as a percentage
		March 24, 2021		March 25, 2020						September 29, 2021					September 23, 2020
Company sales	Company sales	$	64.7	$	91.7			$	(27.0)					(29.4)		%	Company sales	$	86.3		$	53.2		$	33.1		62.2	%
Royalties	Royalties	0.0		0.0		0.0					100.0	%	Royalties	0.1					0.0			0.1			100.0	%
Franchise fees and other revenues	Franchise fees and other revenues	0.7		3.9		(3.2)					(82.1)	%	Franchise fees and other revenues	2.4					0.4			2.0			500.0	%
Franchise and other revenues	Franchise and other revenues	0.7		3.9		(3.2)					(82.1)	%	Franchise and other revenues	2.5					0.4			2.1			525.0	%
Total revenues	Total revenues	$	65.4	$	95.6	$	(30.2)				(31.6)	%	Total revenues	$	88.8				$	53.6		$	35.2		65.7	%

Maggiano’s Total revenues ~~decreased 31.6%~~increased 65.7% primarily due to ~~lower~~higher dining and banquet room ~~guest~~sales and traffic, and higher delivery sales, including ~~lower banquet volumes driven by the COVID-19 pandemic,~~virtual brands, partially offset by ~~increased off-premise~~a decrease in To-Go sales. Refer to “Revenues” section above for further details about Maggiano’s revenues changes.

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The following is a summary of the changes in Maggiano’s operating costs and expenses:


		Thirteen Week Periods Ended								Favorable (Unfavorable) Variance					Thirteen Week Periods Ended								Favorable (Unfavorable) Variance
		March 24, 2021				March 25, 2020									September 29, 2021				September 23, 2020
		Dollars		% of Company Sales		Dollars		% of Company Sales		Dollars		% of Company Sales			Dollars		% of Company Sales		Dollars		% of Company Sales		Dollars		% of Company Sales
Food and beverage costs	Food and beverage costs	$	15.2	23.5	%	$	22.6	24.6	%	$	7.4	1.1	%	Food and beverage costs	$	20.9	24.2	%	$	12.7	23.9	%	$	(8.2)	(0.3)	%
Restaurant labor	Restaurant labor	22.1		34.2	%	34.8		37.9	%	12.7		3.7	%	Restaurant labor	31.4		36.4	%	19.8		37.2	%	(11.6)		0.8	%
Restaurant expenses	Restaurant expenses	21.7		33.5	%	26.9		29.4	%	5.2		(4.1)	%	Restaurant expenses	26.6		30.8	%	20.8		39.1	%	(5.8)		8.3	%
Depreciation and amortization	Depreciation and amortization	3.4				3.8				0.4				Depreciation and amortization	3.4				3.6				0.2
General and administrative	General and administrative	1.3				1.1				(0.2)				General and administrative	2.0				1.3				(0.7)
Other (gains) and charges	Other (gains) and charges	0.3				2.4				2.1				Other (gains) and charges	0.2				0.1				(0.1)

As a percentage of Company sales:

•Maggiano’s Food and beverage costs ~~decreased 1.1%~~increased 0.3%, including ~~2.4%~~0.6% of unfavorable commodity pricing due to supply chain constraints and inflationary pressures resulting in higher seafood and other commodity costs, partially offset by 0.3% of favorable menu item ~~mix related to steak, produce and other items from menu changes, partially offset by 1.3% of unfavorable menu item mix related to poultry and non-alcoholic beverages.~~mix.

•Maggiano’s Restaurant labor decreased ~~3.7%~~0.8%, including ~~7.1%~~9.0% of ~~favorable hourly labor expenses and 1.1% of favorable manager expenses both due to reduced staffing requirements and 0.4% of lower other labor expenses,~~sales leverage, partially offset by ~~3.8%~~7.0% of ~~sales deleverage, 0.7%~~higher restaurant labor costs primarily including wage rates, training and overtime, 1.1% of higher manager bonus expenses and ~~0.4%~~0.1% of higher ~~employee health insurance~~other labor expenses.

•Maggiano’s Restaurant expenses ~~increased 4.1%~~decreased 8.3%, including ~~6.9%~~12.5% of sales ~~deleverage~~leverage and ~~2.0% of higher expenses related to~~0.9% lower delivery fees and To-Go supplies, ~~driven~~partially offset by ~~the growth in off-premise sales. Partial offsets include 1.5%~~2.2% of ~~lower~~higher repairs and maintenance expenses, ~~0.8%~~1.4% of ~~lower variable rent expenses, 0.5% of lower banquet expenses, 0.5% of lower credit card fees, 0.5% of lower utilities, 0.4% of lower~~higher advertising expenses, 1.4% of higher supervision expenses and ~~0.6%~~0.1% of ~~lower~~higher other restaurant expenses.

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~~Thirty-Nine Week Period Ended March 24, 2021 compared to March 25, 2020~~

Thirty-Nine Week Periods Ended Favorable (Unfavorable) Variance Variance as a percentage
March 24,
2021 March 25,
2020
Company sales $ 181.1 $ 297.2 $ (116.1) (39.1) %
Royalties 0.1 0.1 0.0 — %
Franchise fees and other revenues 2.1 14.9 (12.8) (85.9) %
Franchise and other revenues 2.2 15.0 (12.8) (85.3) %
Total revenues $ 183.3 $ 312.2 $ (128.9) (41.3) %

Maggiano’s Total revenues decreased 41.3% primarily driven by reduced dining and banquet room traffic due to the COVID-19 pandemic, partially offset by increased off-premise sales. Refer to “Revenues” section above for further details about Maggiano’s revenues changes.

~~The following is a summary of the changes in Maggiano’s operating costs and expenses:~~

Thirty-Nine Week Periods Ended Favorable (Unfavorable) Variance
March 24, 2021 March 25, 2020
Dollars % of Company Sales Dollars % of Company Sales Dollars % of Company Sales
Food and beverage costs $ 43.1 23.8 % $ 72.0 24.2 % $ 28.9 0.4 %
Restaurant labor 64.3 35.5 % 111.0 37.4 % 46.7 1.9 %
Restaurant expenses 64.6 35.7 % 83.6 28.1 % 19.0 (7.6) %
Depreciation and amortization 10.4 11.8 1.4
General and administrative 3.9 4.3 0.4
Other (gains) and charges 1.2 2.5 1.3

~~As a percentage of Company sales:~~

•Maggiano’s Food and beverage costs decreased 0.4%, including 1.9% of favorable menu item mix from menu changes and 0.1% of increased menu pricing, partially offset by 1.4% of unfavorable menu item mix related to poultry and non-alcoholic beverages and 0.2% of unfavorable commodity pricing.

•Maggiano’s Restaurant labor decreased 1.9%, including 6.2% of favorable hourly labor expenses and 1.1% of favorable manager expenses both due to reduced staffing requirements, partially offset by 5.0% of sales deleverage and 0.4% of higher employee health insurance expenses.

•Maggiano’s Restaurant expenses increased 7.6%, including 10.0% of sales deleverage and 2.0% of higher expenses related to delivery fees and supplies driven by the growth in off-premise sales, partially offset by 1.6% of lower repairs and maintenance expenses, 0.6% of lower credit card fees, 0.6% of lower advertising expenses, 0.5% lower banquet expenses, 0.4% of lower utilities, 0.2% of lower variable rent expenses and 0.5% of lower other restaurant expenses.

~~Income Taxes~~

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended
March 24,
2021 March 25,
2020 Change March 24,
2021 March 25,
2020 Change
Effective income tax rate 11.7 % (13.2) % 24.9 % 0.4 % (0.8) % 1.2 %

~~The federal statutory tax rate was 21.0% for the thirteen and thirty-nine week periods ended March 24, 2021 and March 25, 2020.~~

The effective income tax rate in the thirteen and thirty-nine week periods ended March 24, 2021 increased compared to the thirteen and thirty-nine week periods ended March 25, 2020 primarily due to leverage of the FICA

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~~tip tax credit, partially offset by the favorable impact of excess tax benefits associated with stock-based compensation.~~

Liquidity and Capital Resources

COVID-19 Impact on Liquidity

Cash flows generated from operating activities are our principal source of liquidity, which we use to finance capital expenditures, such as remodels, maintaining existing restaurants and constructing new restaurants, to pay dividends and to repurchase shares of our common stock when authorized. Our strategic decision to enhance our off-premise business has enabled us to conveniently serve a significantly higher volume of off-premise guests during this pandemic compared to other industry competitors.

~~Due to~~At the ~~uncertainty~~outset of the COVID-19 pandemic in ~~the economy~~fiscal 2020 and ~~to preserve liquidity,~~into early fiscal 2021, we took proactive precautionary measures to ~~raise additional capital,~~preserve liquidity, reduce costs and pause non-critical projects that dodid not significantly impact our current operations. ~~These measures during~~In the second half of fiscal 2021, ~~included:~~our operational results and liquidity returned to pre-pandemic levels. Beginning in the first quarter of fiscal 2022, we took or plan to take the following actions:

•~~Amended~~Revised our revolving credit facility during the first quarter of fiscal ~~2021~~2022 to extend the maturity date and provide additional ~~flexibility during this time;~~flexibility;

•~~Reduced capital expenditures, although we have begun to strategically resume~~Resumed the Chili’s and Maggiano’s remodel program and construction of ~~certain~~ new restaurants;

•~~Reduced~~Selectively increased marketing ~~general and administrative~~ and restaurant ~~expenses;~~expenses

•~~Continued the suspension of the quarterly cash dividend and~~Reinstated the share repurchase program; and

•~~Amended the fiscal 2018 and fiscal 2019 U.S. Consolidated Income tax returns in order to claim the increased depreciation deductions for Brinker’s qualified improvement property~~Will repay $54.5 million of payroll taxes deferred in accordance with the CARES Act ~~which resulted~~ in ~~an anticipated refund~~two equal installments on December 31, 2021 and December 31, 2022.

Table of ~~$4.6 million.~~Contents

Cash Flows

Cash Flows from Operating Activities

Thirty-Nine Week Periods Ended Favorable (Unfavorable) Variance
March 24,
2021 March 25,
2020
Net cash provided by operating activities $ 268.6 $ 237.8 $ 30.8


	Thirteen Week Periods Ended				Favorable (Unfavorable) Variance
	September 29, 2021		September 23, 2020
Net cash provided by operating activities	$	40.2	$	82.8	$	(42.6)

Net cash provided by operating activities ~~increased~~decreased primarily due to an increase in payments of performance based compensation and bonuses in the current year and to the impact of the deferral of payroll tax payments as allowed under the CARES Act ~~and higher accounts payable due to the timing of other operational receipts and payments, partially offset by lower net income~~ in the ~~thirty-nine week period ended March 24, 2021.~~prior year.

Cash Flows from Investing Activities


		Thirty-Nine Week Periods Ended				Favorable (Unfavorable) Variance			Thirteen Week Periods Ended				Favorable (Unfavorable) Variance
		March 24, 2021		March 25, 2020					September 29, 2021		September 23, 2020
Cash flows from investing activities	Cash flows from investing activities							Cash flows from investing activities
Payments for property and equipment	Payments for property and equipment	$	(62.4)	$	(82.0)	$	19.6	Payments for property and equipment	$	(37.3)	$	(13.6)	$	(23.7)
Proceeds from sale of assets		1.6		1.0		0.6
Payments for franchise restaurant acquisitions								Payments for franchise restaurant acquisitions	(47.5)		—		(47.5)
Proceeds from sale leaseback transactions, net of related expenses								Proceeds from sale leaseback transactions, net of related expenses	20.5		—		20.5
Proceeds from note receivable	Proceeds from note receivable	1.5		2.2		(0.7)		Proceeds from note receivable	—		0.6		(0.6)
Payments for franchise restaurant acquisitions		—		(94.6)		94.6

Net cash used in investing activities	Net cash used in investing activities	$	(59.3)	$	(173.4)	$	114.1	Net cash used in investing activities	$	(64.3)	$	(13.0)	$	(51.3)

Net cash used in investing activities ~~decreased~~increased primarily due to ~~$94.6~~$47.5 million of cash consideration ~~and related transactional charges~~ paid for the purchase of ~~116~~23 Chili’s restaurants from a ~~franchisee~~franchisee. Simultaneous with the acquisition, we completed sale leaseback transactions on six of the acquired restaurants resulting in $20.5 million in proceeds received. Additionally, capital expenditures increased in fiscal 2022 primarily for equipment purchases and an increase in the ~~prior year.~~pace of the Chili’s remodel initiative.

Subsequent to the end of the first quarter of fiscal 2022, we acquired 36 Chili’s restaurants located in the Great Lakes and Northeast region of the United States that were owned by a franchisee. The purchase price of $55 million, excluding post-closing adjustments, was funded with availability under our existing revolving credit facility.

Cash Flows from Financing Activities


	Thirteen Week Periods Ended				Favorable (Unfavorable) Variance
	September 29, 2021		September 23, 2020
Cash flows from financing activities
Borrowings on revolving credit facility	$	285.0	$	28.4	$	256.6
Payments on revolving credit facility	(205.0)		(75.0)		(130.0)
Purchases of treasury stock	(39.6)		(3.9)		(35.7)
Payments on long-term debt	(5.5)		(4.6)		(0.9)
Payments for debt issuance costs	(3.0)		(1.5)		(1.5)
Payments of dividends	(0.8)		(1.3)		0.5
Proceeds from issuance of treasury stock	0.3		3.0		(2.7)
Net cash provided by (used in) financing activities	$	31.4	$	(54.9)	$	86.3

Net cash from financing activities increased primarily due to $80.0 million of net borrowing activity in fiscal 2022 compared to $46.6 million of net repayment activity in fiscal 2021 on the revolving credit facility, partially offset by an increase in share repurchases following the reinstatement of the share repurchase program in August 2021.

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~~Additionally, capital expenditures decreased in fiscal~~Revolving Credit Facility

On August 18, 2021, ~~primarily due to a decline in the pace of the Chili’s remodel initiative, the timing of spend on new restaurants, and a reduction in spend for routine capital purchases.~~

~~Cash Flows from Financing Activities~~

Thirty-Nine Week Periods Ended Favorable (Unfavorable) Variance
March 24,
2021 March 25,
2020
Cash flows from financing activities
Payments on revolving credit facility $ (210.0) $ (630.0) $ 420.0
Borrowings on revolving credit facility 28.4 806.8 (778.4)
Payments on long-term debt (14.3) (12.4) (1.9)
Purchases of treasury stock (4.1) (32.3) 28.2
Payments for debt issuance costs (2.2) (1.0) (1.2)
Payments of dividends (1.5) (43.3) 41.8
Proceeds from issuance of treasury stock 14.1 1.6 12.5
Net cash (used in) provided by financing activities $ (189.6) $ 89.4 $ (279.0)

~~Net cash used in financing activities increased primarily due to $181.6 million of net repayment activity in fiscal 2021 compared to $176.8 million of net borrowing activity in fiscal 2020 on the~~we revised our existing $1.0 billion revolving credit facility ~~partially offset by the impact~~to an $800.0 million revolving credit facility. Net borrowings of ~~suspending the dividend payments and share repurchases, and by an increase in proceeds from stock option exercises.~~

~~Revolving Credit Facility~~

~~Net repayments of $181.6~~$80.0 million were ~~made~~drawn during the ~~thirty-nine~~thirteen week period ended ~~March 24,~~September 29, 2021 on the ~~$1.0 billion~~ revolving credit facility. As of ~~March 24,~~September 29, 2021, ~~$708.7~~$548.7 million of credit was available under the ~~revolving credit facility. Additionally, subsequent to the end of the third quarter of fiscal 2021, $20.0 million of net payments were made on 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 24,~~September 29, 2021, our interest rate was 1.875% consisting of LIBOR of 0.125% plus the applicable margin of 1.750%. In the thirteen week period ended September 29, 2021, we incurred and capitalized $3.0 million of debt issuance costs associated with the new revolver, which are included in Other assets in the Consolidated Balance Sheets (Unaudited).

As of September 29, 2021, we were in compliance with our covenants pursuant to the ~~amended~~$800.0 million revolving credit facility and under the terms of the indentures governing our 3.875% notes and 5.000% notes. Refer to Note 10 - Debt for further information about our notes and revolving credit facility.

Share Repurchase Program

~~In the fourth quarter of fiscal 2020, our~~Our share repurchase program ~~was suspended in response to the liquidity needs created by the COVID-19 pandemic. Prior to the suspension, our share repurchase program was~~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 ~~thirty-nine week period ended March 24, 2021, we repurchased 0.1 million shares related to shares repurchased to satisfy team member tax withholding obligations on the vesting~~fourth quarter of ~~restricted shares. Before the suspension of~~fiscal 2020, our share repurchase program inwas suspended in response to the ~~thirty-nine~~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 thirteen week period ended ~~March 25, 2020,~~September 29, 2021, we repurchased 0.8 million shares of our common stock for ~~$32.3 million.~~$39.6 million, including 0.7 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 September 29, 2021, approximately $265.0 million was available under our share repurchase authorizations.

Dividend Program

In the fourth quarter of fiscal 2020, our Board of Directors voted to suspend the quarterly cash dividend ~~was suspended~~ in response to the liquidity needs created by the COVID-19 pandemic. In the ~~thirty-nine~~thirteen week ~~period~~periods ended ~~March 24,~~September 29, 2021 and September 23, 2020, dividends paid related to the previously 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. ~~In the thirty-nine week period ended March 25, 2020, we paid dividends of $43.3 million to common stock shareholders.~~

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Cash Flow Outlook

We believe that our various sources of capital, including future cash flow from operating activities and availability under our existing credit facility are adequate to finance operations as well as the repayment of current debt obligations within the next year. We continue to serve ~~customers~~guests at ~~substantially~~ all of our locations through our dining rooms and off-premise ~~offerings. We will continue to monitor the situation~~offerings, and have resumed normal business operations in accordance with state and local mandates.

We are not aware of any other event or trend that would potentially materially affect our liquidity. In the event such a trend develops, we believe that there are sufficient funds available under our credit facility and from our internal cash generating capabilities to adequately manage our ongoing business.

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Off-Balance Sheet Arrangements

An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated entity under which the Company has: (1) made guarantees, (2) a retained or a contingent interest in transferred assets, (3) an obligation under derivative instruments classified as equity or (4) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or that engages in leasing, hedging or research and development arrangements with us. We have entered into certain pre-commencement leases as disclosed in Note 9 - Leases and have obligations for guarantees on certain lease agreements and letters of credit as disclosed in Note 14 - Contingencies, in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I, Item 1 of this Form 10-Q report. Other than these items, we do not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

The impact of recent accounting pronouncements can be found at Note 21 - ~~Effect~~Basis of ~~New Accounting Standards~~Presentation in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I, Item 1 of this Form 10-Q report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our quantitative and qualitative market risks set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended June ~~24, 2020.~~30, 2021.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective.

INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting during the thirteen week period ended ~~March 24,~~September 29, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

Information and statements contained in this Form 10-Q, in our other filings with the SEC or in our written and verbal communications that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are generally accompanied by words like “believes,” “anticipates,” “estimates,” “predicts,” “expects,” “plans,” “intends,” “projects,” “continues” and other similar expressions that convey uncertainty about future events or outcomes. Forward-looking statements are based on our current plans and expectations and involve risks and uncertainties which could cause actual results to differ materially from our historical results or from those projected

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in forward-looking statements. These risks and uncertainties are, in many instances, beyond our control. We wish to caution you against placing undue reliance on forward-looking statements because of these risks and uncertainties. Except as required by law, we expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

The forward-looking statements contained in this Form 10-Q report are subject to the risks and uncertainties described in Part I, Item IA “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June ~~24, 2020,~~30, 2021, and below in Part II, Item 1A “Risk Factors” in this report on Form 10-Q, as well as the risks and uncertainties that generally apply to all businesses. We further caution that it is not possible to identify all risks and uncertainties, and you should not consider the identified factors as a complete list of all risks and uncertainties.

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Among the factors that could cause actual results to differ materially are: disruptions from COVID-19 pandemic, the impact of competition, changes in consumer preferences, consumer perception of food safety, reduced disposable income, unfavorable publicity, increased minimum wages, governmental regulations, the Company’s ability to meet its business strategy plan, third party delivery risks, loss of key management personnel, failure to hire and retain high-quality restaurant management, the impact of social media, failure to protect the security of data of our guests and team members, product availability, regional business and economic conditions, litigation, franchisee success, changes in interest rates due to phase out of LIBOR, downgrades in our credit ratings, inflation, changes in the retail industry, technology failures, failure to protect our intellectual property, outsourcing, impairment of goodwill or assets, failure to maintain effective internal control over financial reporting, actions of activist shareholders, adverse weather conditions, terrorist acts, health epidemics or pandemics (such as COVID-19), tax reform, changes in financial and credit markets, ~~weather,~~ inadequate insurance coverage and limitations imposed by our credit agreements.

It is possible that there could be a material adverse impact on our revenues, results of operations and cash flows in connection with COVID-19. The ~~situation is still evolving as~~fully vaccinated population in the United States ~~is in~~remains limited to a less than significant majority and the ~~process~~vaccination rates are increasing only at a gradual rate. Lack of ~~distributing vaccines beginning in December 2020 in an effort to reduce the spread of the virus. However, lack of successful distribution and/or effectiveness~~continued public acceptance of the vaccines, ~~over a large population size~~their on-going efficacy and emergence of new variants of COVID-19 could have adverse effects on the situation. Therefore, additional impacts to the business may arise that we are not aware of currently. We cannot predict whether, when or the manner in which the conditions surrounding COVID-19 will change, including the duration or re-emergence of restrictions and dining room closure requirements, staffing levels for reopened dining rooms, supply chain disruptions and customer re-engagement with our brands.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information regarding legal proceedings is incorporated by reference from Note 14 - Contingencies to the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I, Item 1 of this Form 10-Q report.

ITEM 1A. RISK FACTORS

In addition to the other information in this Form 10-Q report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June ~~24, 2020,~~30, 2021, which could materially affect our business, financial condition or results of operations. It is not possible to predict or identify all risk factors. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business, financial condition or results of operations. Therefore, the risks identified are not intended to be a complete discussion of all potential risks or uncertainties.

During the thirteen week period ended ~~March 24,~~September 29, 2021, there have been no material changes in the risk factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June ~~24, 2020.~~

30, 2021.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~During~~In the fourth quarter of fiscal 2020, our share repurchase program was suspended ~~due~~in response to the ~~impacts of~~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.

During the thirteen week period ended ~~March 24,~~September 29, 2021, we repurchased shares~~solely to satisfy team member tax withholding obligations on the vesting of restricted shares~~ as follows (in millions, except per share amounts, unless otherwise noted):

Total Number of Shares Purchased(1)
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program
Approximate Dollar Value that May Yet be Purchased Under the Program(2)
December 24, 2020 through January 27, 2021 0.0 $ 51.17 — $ 166.8
January 28, 2021 through February 24, 2021 0.0 59.94 — 166.8
February 25, 2021 through March 24, 2021 — — — 166.8
Total 0.0 52.37 —

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	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value that May Yet be Purchased Under the Program(2)
July 1, 2021 through August 4, 2021	—	$	—	—	$	166.8
August 5, 2021 through September 1, 2021	0.1	51.42		—	300.0
September 2, 2021 through September 29, 2021	0.7	52.21		0.7	265.0
Total	0.8	52.12		0.7

(1)These amounts include shares purchased as part of our publicly announced programs and shares owned and tendered by team members to satisfy tax withholding obligations on the vesting of restricted share awards, which are not deducted from shares available to be purchased under publicly announced programs. Unless otherwise indicated, shares owned and tendered by team members to satisfy tax withholding obligations were purchased at the average of the high and low prices of the Company’s shares on the date of vesting. During the thirteen week period ended ~~March 24,~~September 29, 2021, ~~3,660~~90,332 shares were tendered by team members at an average price of $~~52.37~~51.42.

(2)The final amount shown is as of ~~March 24,~~September 29, 2021.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS


Exhibit						Description
3.1						Certificate of Incorporation of Registrant, as amended(1)
3.2						Bylaws of Registrant(2)
10(a)						First amendment to Credit Agreement dated October 27, 2021*
31(a)						Certification by Wyman T. Roberts, President and Chief Executive Officer of the Registrant and President of Chili’s Grill & Bar, pursuant to 17 CFR 240.13a – 14(a) or 17 CFR 240.15d – 14(a)*
31(b)						Certification by Joseph G. Taylor, Executive Vice President and Chief Financial Officer of the Registrant, pursuant to 17 CFR 240.13a – 14(a) or 17 CFR 240.15d – 14(a)*
32(a)						Certification by Wyman T. Roberts, President and Chief Executive Officer of the Registrant and President of Chili’s Grill & Bar, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32(b)						Certification by Joseph G. Taylor, Executive Vice President and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH						XBRL Schema Document
101.CAL						XBRL Calculation Linkbase Document
101.DEF						XBRL Definition Linkbase Document
101.LAB						XBRL Label Linkbase Document
101.PRE						XBRL Presentation Linkbase
104						The cover page from the Registrant's Quarterly Report on Form 10-Q for the thirteen week period ended ~~March 24,~~September 29, 2021 is formatted in Inline XBRL.

* Filed herewith.

(1)Filed as an exhibit to Annual Report on Form 10-K for fiscal year ended June 28, 1995 and incorporated herein by reference.

(2)Filed as an exhibit to Annual Report on Form 10-K for fiscal year ended June 27, 2018 and incorporated herein by reference.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	BRINKER INTERNATIONAL, INC., a Delaware corporation

Date: ~~April 28,~~November 3, 2021	By:	/S/ WYMAN T. ROBERTS
		Wyman T. Roberts,
		President and Chief Executive Officer
		of Brinker International, Inc.
		and President of Chili’s Grill & Bar
		(Principal Executive Officer)

Date: ~~April 28,~~November 3, 2021	By:	/S/ JOSEPH G. TAYLOR
		Joseph G. Taylor,
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

4535


					Impairment Charges
	Pre-Impairment Carrying Value				Thirty-Nine Week Periods Ended
	March 24, 2021		March 25, 2020		March 24, 2021		March 25, 2020
Underperforming restaurants
Long-lived assets	$	2.2	$	4.5	$	2.2	$	4.5
Reacquired franchise rights assets	0.1		0		0.1		0
Operating lease assets	1.1		0		0.2		0
Finance lease assets	0		0.1		0		0.1
Total underperforming restaurants	$	3.4	$	4.6	$	2.5	$	4.6
Closed restaurants
Operating lease assets	$	0	$	6.4	$	0	$	1.8
Finance lease assets	0		5.8		0		1.4
Total closed restaurants	$	0	$	12.2	$	0	$	3.2