Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  03/23/2010
 
BRINKER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  1-10275
 
Delaware
  
75-1914582
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
6820 LBJ FREEWAY
DALLAS, TX 75240
(Address of principal executive offices, including zip code)
 
(972) 980-9917
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 2.02.    Results of Operations and Financial Condition
 
The information contained in this Current Report on Form 8-K, including the Exhibit attached hereto, is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

On March 26, 2010, the Registrant issued a Press Release announcing its preliminary estimates of earnings per share and comparable restaurant sales for the third quarter fiscal 2010. The Registrant also announced it revised earnings per share outlook for the full year fiscal 2010. A copy of this Press Release is attached hereto as Exhibit 99.1 ("Press Release #1").

 
 
Item 7.01.    Regulation FD Disclosure
 
In Press Release #1, the Registrant announced that on March 23, 2010, the Board of Directors declared a quarterly dividend to common stock shareholders in the amount of $0.14 per share. The dividend will be payable on July 1, 2010 to shareholders of record at the close of business on June 17, 2010.

Also, the Registrant will hold an analyst and investor meeting on Friday, March 26, 2010, in Dallas, Texas starting at 8:30 am CDT. This meeting will be broadcast live over the Internet. The Registrant will discuss its current business strategy and future expectations. The subjects to be covered may also include additional forward-looking information. Participants at the meeting may pose questions to management and in response; the Registrant may disclose additional material information. To listen to the meeting live, please go to the Registrant's website (www.brinker.com) at least fifteen minutes early to register and download and install any necessary audio software. For those who cannot listen to the liv e broadcast, a replay will be available shortly after the meeting.

 
 
Item 8.01.    Other Events
 
On March 25, 2010, the Registrant issued a Press Release announcing that on March 23, 2010, the Board of Directors approved an agreement with OTB Acquisition LLC, an affiliate of Golden Gate Capital, to sell the On The Border Mexican Grill and Cantina restaurant brand. A copy of this Press Release is attached hereto as Exhibit 99.2 ("Press Release #2").

Also, in Press Release #1, the Registrant announced that on March 23, 2010, the Board of Directors increased the Registrant's share repurchase authorization by $250.0 million.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d)        Exhibits.

99.1 Press Release, dated March 26, 2010.

99.2 Press Release, dated March 25, 2010.
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
           
BRINKER INTERNATIONAL, INC.
 
 
Date: March 26, 2010
     
By:
 
/s/    Douglas H. Brooks

               
Douglas H. Brooks
               
Chairman of the Board, President & Chief Executive Officer
 
 


 

EXHIBIT INDEX
 
Exhibit No.

  
Description

EX-99.1
  
Press Release #1
EX-99.2
  
Press Release #2
DRAFT 4 - Thursday, April 19

Contacts: Stacey Sullivan, Media Relations: (800) 775-7290

Marie Perry, Investor Relations: (972) 770-1276

BRINKER INTERNATIONAL INCREASES FISCAL 2010 OUTLOOK, RAISES DIVIDEND AND AUTHORIZES ADDITIONAL $250 MILLION FOR SHARE REPURCHASES

DALLAS, (Mar. 26, 2010) - Brinker International, Inc. (NYSE: EAT) today estimates earnings per diluted share, before special items, of $0.41 to $0.44 for the company's third quarter ended Mar. 24, 2010 as compared to earnings per diluted share, before special items, of $0.45 for the third quarter of fiscal 2009 (reconciliation included in Table 2). On a GAAP basis, earnings per diluted share are estimated to be $0.38 to $0.41 for the third quarter of fiscal 2010 as compared to $0.34 for the third quarter of fiscal 2009. Comparable restaurant sales are estimated to decline between 3.5 to 4.5 percent for the third quarter (see Table 1). For the third quarter of fiscal 2010, special items of approximately ($0.03) per diluted share consist primarily of lease termination charges related to the company's decision in the second quarter of fiscal 2010 to close underperforming restaurants. For the third quarter of fiscal 2009, special items of ($0.11) per diluted share were primarily related to lease termination charges and severance.

For the third quarter of fiscal 2010, earnings before special items were impacted by costs related to the rollout of the new menu at Chili's, significant weather events and lower than expected tax expense. The costs associated with implementing the new Chili's menu lowered earnings by approximately $5.0 million before tax, weather negatively impacted comparable restaurant sales by approximately 100 basis points, mostly in the month of February, and the resolution of certain tax positions resulted in a positive impact of approximately $3.0 million to tax expense. Excluding the impact of weather, the company experienced an improvement of approximately 150 basis points in March comparable restaurant sales as compared to January and February combined.

Brinker previously announced that it has entered into a purchase agreement with OTB Acquisition LLC, an affiliate of Golden Gate Capital, to sell its On The Border Mexican Grill & Cantina® brand. The company expects the transaction to close by the end of fiscal 2010 and anticipates recording a gain upon completion of the transaction. Due to the pending sale, the results of On The Border will be presented as discontinued operations in the company's financial statements beginning with the third quarter fiscal 2010 Form 10-Q filing. Brinker has agreed to provide transitional corporate support services to On The Border through the end of fiscal 2011 which will generate additional fees to offset the internal cost of providing the services.

Earnings per diluted share, before special items and On The Border, are estimated to be $0.36 to $0.39 for the third quarter of fiscal 2010 as compared to earnings per diluted share, before special items and On The Border, of $0.40 for the third quarter of fiscal 2009 (reconciliation included in Table 2). Comparable restaurant sales excluding On The Border are estimated to decline between 3.5 to 4.5 percent for the third quarter.

Quarterly Revenues

Table 1: Q3 comparable restaurant sales

Q3 10 estimated and Q3 09 actual, company and three reported brands; percentage

Q3 10 Comparable Sales

Q3 09

Comparable Sales

Brinker International 1

(3.5) - (4.5)

(5.6)

Chili's

(4.5) - (5.5)

(5.2)

On The Border

(2.5) - (3.5)

(5.0)

Maggiano's

1.5 - 2.5

(9.5)

  1. Brinker International comparable restaurant sales excluding On The Border are estimated at (3.5) to (4.5) for Q3 10 and (5.7) for Q3 09 actual.

Special Items

Table 2: Reconciliation of preliminary earnings per share, before special items 1

Q3 10 and Q3 09; $ per diluted share after-tax

Item

EPS

Q3 10

EPS

Q3 09

Net Income

0.38 - 0.41

0.34

Other (Gains) and Charges

0.03 - 0.03

0.11

Net Income before Special Items

0.41 - 0.44

0.45

On The Border Net Income before Special Items

(0.05 - 0.05)

(0.05)

Adjusted Net Income before Special Items

0.36 - 0.39

0.40

    1. The company believes excluding other gains and charges and On The Border from its financial results provides investors with a clearer perspective of the company's ongoing operating performance and a more relevant comparison to prior period results.

Fiscal 2010 Outlook

For the full-year fiscal 2010, the company estimates earnings per diluted share, before special items, to range from a three percent decline to flat compared to fiscal 2009, or $1.40 to $1.44 as compared to $1.44 in the prior year, before special items and excluding Macaroni Grill. Current expectations of fiscal 2010 earnings per diluted share, before special items, are higher than the previous guidance of a range of $1.15 to $1.30 presented in connection with the release of the company's fourth quarter fiscal 2009 results. The revised outlook is based on a projected decrease in comparable restaurant sales of approximately one to two percent for fiscal 2010. This compares to the company's previous estimate of a decrease of two to four percent. Fiscal 2010 includes a 53rd week versus 52 weeks in fiscal 2009.

Earnings per diluted share, before special items and On The Border, are projected to range from a six to three percent decline compared to fiscal 2009, before special items and excluding On The Border and Macaroni Grill, or $1.20 to $1.24 for fiscal 2010 compared to $1.28 in the prior year. Excluding On The Border, comparable restaurant sales are expected to decline one to two percent for the fiscal year.

The company believes that providing fiscal 2010 earnings per diluted share guidance excluding other gains and charges and On The Border from its financial results provides a clearer perspective for investors into the company's ongoing operating performance.

Capital Allocation

The company remains committed to returning capital to shareholders through the payment of quarterly dividends and ongoing share repurchases while maintaining an investment grade rating. Effective with the fourth quarter fiscal 2010 payment, the company will increase the quarterly dividend by 27 percent from $0.11 to $0.14 per share. Brinker will use a 40 percent dividend payout ratio as a guideline to provide additional return to shareholders. The fourth quarter dividend will be paid on July 1, 2010 to shareholders of record as of June 17, 2010. Brinker's Board of Directors has also authorized an additional $250 million of share repurchases, which brings the total available authorization to $310 million. Management will repurchase shares with the proceeds stemming from the On The Border divestiture as well as with excess free cash flow over time as the business results permit.

Forward Calendar

Forward-Looking Statements

The statements contained in this release that are not historical facts are forward-looking statements. These forward-looking statements involve risks and uncertainties and, consequently, could be affected by general business and economic conditions, financial and credit market conditions, reduced disposable income, the impact of competition, the impact of mergers, acquisitions, divestitures and other strategic transactions, the seasonality of the company's business, adverse weather conditions, future commodity prices, product availability, fuel and utility costs and availability, terrorists acts, consumer perception of food safety, changes in consumer taste, health epidemics or pandemics, changes in demographic trends, availability of employees, unfavorable publicity, the company's ability to meet its growth plan, acts of God, governmental regulations, and inflation.

About Brinker International

Brinker, International Inc. is one of the world's leading casual dining restaurant companies. Founded in 1975 and based in Dallas, Texas, Brinker currently owns, operates, or franchises 1704 restaurants under the names Chili's® Grill & Bar (1,499 restaurants), On The Border Mexican Grill & Cantina® (160 restaurants) and Maggiano's Little Italy® (45 restaurants). Brinker also holds a minority investment in Romano's Macaroni Grill®.

 

FOR ADDITIONAL INFORMATION, CONTACT:

MEDIA RELATIONS

(800) 775-7290

or

MARIE PERRY

INVESTOR RELATIONS

BOTH OF BRINKER INTERNATIONAL

(972) 770-1276

6820 LBJ FREEWAY

DALLAS, TEXAS 75240

###

DRAFT 4 - Thursday, April 19

Contacts: Stacey Sullivan, Media Relations: (800) 775-7290

Marie Perry, Investor Relations: (972) 770-1276

BRINKER INTERNATIONAL ANNOUNCES AGREEMENT TO SELL ON THE BORDER MEXICAN GRILL & CANTINA®

DALLAS, (Mar. 25, 2010) - Brinker International, Inc. (NYSE: EAT) has entered into a purchase agreement with OTB Acquisition LLC, an affiliate of Golden Gate Capital, to sell its On The Border Mexican Grill & Cantina brand. Terms of the transaction were not disclosed.

Brinker expects the transaction to close by the end of fiscal 2010, subject to the completion of customary closing procedures. Brinker anticipates recording a gain upon completion of the transaction.

Brinker has agreed to provide transitional corporate support services to On The Border through the end of fiscal 2011, which will generate additional fees to offset the internal cost of providing the services. Moelis & Company LLC, is acting as Brinker's exclusive financial advisor in connection with this transaction.

"On The Border is well positioned to build on its current success and we are confident it will be a great addition to the Golden Gate portfolio," said Doug Brooks, Chairman and Chief Executive Officer of Brinker International. "This decision enhances long term value for our shareholders and we believe that On The Border will continue to thrive under new ownership."

"On The Border is a strong leader in Mexican Casual Dining," said Joshua Olshansky, a Managing Director at Golden Gate Capital. "We are enthusiastic about the Company's significant growth opportunities and we are very pleased to partner with the On The Border team to continue the success of the brand."

Golden Gate Capital is a San Francisco-based private equity firm. Over the last five years, Golden Gate has completed over 20 acquisitions in the specialty retail and restaurant sectors with combined annual revenue in excess of $4 billion, including such well known brands as Romano's Macaroni Grill, Express, Eddie Bauer, and J.Jill.

About Brinker International

Brinker, International Inc. is one of the world's leading casual dining restaurant companies. Founded in 1975 and based in Dallas, Texas, Brinker currently owns, operates, or franchises 1704 restaurants under the names Chili's® Grill & Bar (1,499 restaurants), On The Border Mexican Grill & Cantina® (160 restaurants) and Maggiano's Little Italy® (45 restaurants). Brinker also holds a minority investment in Romano's Macaroni Grill®.

About On The Border Grill & Cantina

On The Border is a full-service, casual dining Mexican restaurant brand with 160 restaurants. The menu offers a wide variety of Mexican favorites, with a focus on fresh, signature and value-oriented Mexican items. The menu includes fresh new salads like the Citrus Chipotle Chicken Salad; a new, signature OTB Fresh Grill; a Fajita Grill with new, customizable, top-quality fajitas; and a refreshed OTB Taco Stand introducing indulgent items like Taco Melts and fresh classics like Grilled Mahi Mahi Tacos. The menu is complemented by a full offering of beverages like the Perfect Patron margarita, the fresh, Shaken Margarita and the new Sangria. On The Border offers full bar service, in-restaurant dining and signature patio dining in all locations. On The Border also offers the convenience of a To-Go menu and To-Go entrance to expedite take-out service. In addition to To-Go, On The Border offers catering service, from simple drop-off delivery to full-service event planning. For more informa tion, visit http://www.ontheborder.com.

About Golden Gate Capital

Golden Gate Capital is a San Francisco-based private equity investment firm with approximately $8 billion of assets under management. Golden Gate is dedicated to partnering with world class management teams and targets investments in situations where there is a demonstrable opportunity to significantly enhance a company's value. The principals of Golden Gate Capital have a long and successful history of investing across a wide range of industries and transaction types. For more information, visit http://www.goldengatecap.com.

 

###

FOR ADDITIONAL INFORMATION, CONTACT:

STACEY SULLIVAN

BRINKER MEDIA RELATIONS

(800) 775-7290

MARIE PERRY

BRINKER INVESTOR RELATIONS

(972) 770-1276

DAVID OLSEN

COLTRIN & ASSOCIATES
(212) 221-1616

FOR GOLDEN GATE