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 September 29, 1999 Commission File Number 1-10275 BRINKER INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-1914582 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6820 LBJ FREEWAY, DALLAS, TEXAS 75240 (Address of principal executive offices) (Zip Code) (972) 980-9917 (Registrant's telephone number, including area code) 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 X No Number of shares of common stock of registrant outstanding at September 29, 1999: _65,420,737 BRINKER INTERNATIONAL, INC. INDEX Part I - Financial Information Condensed Consolidated Balance Sheets - September 29, 1999 (Unaudited) and June 30, 1999 3 - 4 Condensed Consolidated Statements of Income (Unaudited) - Thirteen-week periods ended September 29, 1999 and September 23, 1998 5 Condensed Consolidated Statements of Cash Flows (Unaudited) - Thirteen-week periods ended September 29, 1999 and September 23, 1998 6 Notes to Condensed Consolidated Financial Statements (Unaudited) 7 - 8 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 - 15 Part II - Other Information 16 - 18 PART I. FINANCIAL INFORMATION BRINKER INTERNATIONAL, INC. Condensed Consolidated Balance Sheets (In thousands) September 29, June 30, 1999 1999 ASSETS (Unaudited) Current Assets: Cash and Cash Equivalents $ 17,718 $ 12,597 Accounts Receivable 18,453 21,390 Inventories 15,075 15,050 Prepaid Expenses 45,035 46,431 Deferred Income Taxes 3,377 5,585 Other 3,779 2,097 Total Current Assets 103,437 103,150 Property and Equipment, at Cost: Land 173,999 169,368 Buildings and Leasehold Improvements 666,835 650,000 Furniture and Equipment 359,216 351,729 Construction-in-Progress 62,699 46,186 1,262,749 1,217,283 Less Accumulated Depreciation and Amortization 423,370 403,907 Net Property and Equipment 839,379 813,376 Other Assets: Goodwill 73,625 74,190 Other 94,815 94,928 Total Other Assets 168,440 169,118 Total Assets $ 1,111,256 $ 1,085,644 (continued) BRINKER INTERNATIONAL, INC. Condensed Consolidated Balance Sheets (In thousands, except share and per share amounts) September 29, June 30, 1999 1999 LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited) Current Liabilities: Current Installments of Long-term Debt $ 14,635 $ 14,635 Accounts Payable 87,423 74,100 Accrued Liabilities 91,620 101,384 Total Current Liabilities 193,678 190,119 Long-term Debt, Less Current Installments 191,574 183,158 Deferred Income Taxes 8,875 9,140 Other Liabilities 42,701 41,788 Commitments and Contingencies Shareholders' Equity: Preferred Stock - 1,000,000 Authorized Shares; $1.00 Par Value; No Shares Issued - - Common Stock - 250,000,000 Authorized Shares; $.10 Par Value; 78,150,054 Shares Issued and 65,420,737 Shares Outstanding at September 29, 1999, and 78,150,054 Shares Issued and 65,899,445 Shares Outstanding at June 30, 1999 7,815 7,815 Additional Paid-In Capital 285,628 285,448 Retained Earnings 570,024 542,918 863,467 836,181 Less Treasury Stock, at Cost (12,729,317 shares at September 29, 1999 and 12,250,609 shares at June 30, 1999) 189,039 174,742 Total Shareholders' Equity 674,428 661,439 Total Liabilities and Shareholders' Equity $ 1,111,256 $ 1,085,644 See accompanying notes to condensed consolidated financial statements. BRINKER INTERNATIONAL, INC. Condensed Consolidated Statements of Income (In thousands, except per share amounts) (Unaudited) Thirteen-Week Periods Ended September 29, September 23, 1999 1998 Revenues $ 511,033 $ 432,101 Operating Costs and Expenses: Cost of Sales 136,190 117,760 Restaurant Expenses 284,725 240,190 Depreciation and Amortization 22,117 18,993 General and Administrative 23,507 21,351 Total Operating Costs and Expenses 466,539 398,294 Operating Income 44,494 33,807 Interest Expense 2,398 2,062 Other, Net 586 1,087 Income Before Provision for Income Taxes and Cumulative Effect of Accounting Change 41,510 30,658 Provision for Income Taxes 14,404 10,638 Income Before Cumulative Effect of Accounting Change 27,106 20,020 Cumulative Effect of Accounting Change - 6,407 Net Income $ 27,106 $ 13,613 Basic Earnings Per Share: Income Before Cumulative Effect of Accounting Change $ .41 $ .31 Cumulative Effect of Accounting Change - .10 Basic Net Income Per Share $ .41 $ .21 Diluted Earnings Per Share: Income Before Cumulative Effect of Accounting Change $ .40 $ .30 Cumulative Effect of Accounting Change - .10 Diluted Net Income Per Share $ .40 $ .20 Basic Weighted Average Shares Outstanding 65,786 65,774 Diluted Weighted Average Shares Outstanding 67,772 67,596 See accompanying notes to condensed consolidated financial statements. BRINKER INTERNATIONAL, INC. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Thirteen-Week Periods Ended September 29, September 23, 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 27,106 $ 13,613 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization of Property and Equipment 21,227 18,115 Amortization of Goodwill and Other Assets 890 878 Cumulative Effect of Accounting Change - 6,407 Deferred Income Taxes 1,943 1,436 Changes in Assets and Liabilities: Receivables 1,255 5,465 Inventories (25) (1,284) Prepaid Expenses 3,888 (184) Other Assets (212) 778 Accounts Payable 13,323 11,757 Accrued Liabilities (9,764) (3,168) Other Liabilities 913 1,531 Net Cash Provided by Operating Activities 60,544 55,344 CASH FLOWS FROM INVESTING ACTIVITIES: Payments for Property and Equipment (49,722) (47,741) Proceeds from Sales of Marketable Securities - 51 Net Advances to Affiliates - (7,429) Net Cash Used in Investing Activities (49,722) (55,119) CASH FLOWS FROM FINANCING ACTIVITIES: Net Borrowings on Credit Facilities 8,416 10,425 Proceeds from Issuances of Treasury Stock 3,392 757 Purchases of Treasury Stock (17,509) (9,514) Net Cash (Used in) Provided by Financing Activities (5,701) 1,668 Net Increase in Cash and Cash Equivalents 5,121 1,893 Cash and Cash Equivalents at Beginning of Period 12,597 9,382 Cash and Cash Equivalents at End of Period $ 17,718 $ 11,275 CASH PAID (RECEIVED) DURING THE PERIOD: Interest, Net of Amounts Capitalized $ 633 $ 84 Income Taxes, Net of Refunds $ (484) $ 2,263 See accompanying notes to condensed consolidated financial statements. BRINKER INTERNATIONAL, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Basis of Presentation The condensed consolidated financial statements of Brinker International, Inc. and its wholly-owned subsidiaries (collectively, the "Company") as of September 29, 1999 and for the thirteen-week periods ended September 29, 1999 and September 23, 1998 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Company owns and operates or franchises various restaurant concepts under the names of Chili's Grill & Bar ("Chili's"), Romano's Macaroni Grill ("Macaroni Grill"), On The Border Mexican Grill & Cantina ("On The Border"), Cozymel's Coastal Mexican Grill ("Cozymel's"), Maggiano's Little Italy ("Maggiano's"), and Corner Bakery Cafe ("Corner Bakery"). In addition, the Company is involved in the operation and development of the Eatzi's Market and Bakery ("Eatzi's"), Big Bowl ("Big Bowl"), and Wildfire ("Wildfire") concepts. The information furnished herein reflects all adjustments (consisting only of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly state the operating results 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 generally accepted accounting principles have been omitted pursuant to SEC rules and regulations. The notes to the condensed consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the June 30, 1999 Form 10-K. Company management believes that the disclosures are sufficient for interim financial reporting purposes. Certain prior year amounts have been reclassified in the accompanying condensed consolidated financial statements to conform with current year presentation. 2. Commitments In September 1999, the Company entered into a $25 million equipment leasing facility. During the first quarter of fiscal 2000, the Company utilized $8.5 million of the facility. The facility, which is accounted for as an operating lease, expires in fiscal 2006. The Company guarantees a residual value related to the equipment of approximately 87% at inception of the facility. At the end of the lease term, the Company has the option to purchase all of the leased equipment for an amount equal to the unamortized lease balance, which amount will be no more than 75% of the total amount funded under the facility. The Company believes that the future cash flows related to the equipment support the unamortized lease balance. In September 1999, the Company also entered into a $50 million real estate leasing facility of which no amounts were utilized during the first quarter of fiscal 2000. The facility, which will be accounted for as an operating lease, expires in fiscal 2007. The Company guarantees the residual value related to the properties, which will be approximately 87% of the total amount funded under the facility. At the end of the lease term, the Company has the option to purchase all of the leased real estate for an amount equal to the unamortized lease balance. 3. Preopening Costs The Company elected early adoption of Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of Start-Up Activities," retroactive to the first quarter of fiscal 1999. This new accounting standard requires the Company to expense all start-up and preopening costs as they are incurred. The Company previously deferred such costs and amortized them over the twelve-month period following the opening of each restaurant. The Condensed Consolidated Statement of Income for the thirteen-week period ended September 23, 1998 has been restated to reflect the cumulative effect of this accounting change, net of related income tax benefit. 4. Treasury Stock The Company's Board of Directors previously approved a plan to repurchase up to $85.0 million of the Company's common stock. During the first quarter of fiscal 2000, the Company's Board of Directors authorized a $25.0 million increase in the plan. Pursuant to the plan and in accordance with applicable securities regulations, the Company repurchased approximately 698,000 shares of its common stock for approximately $17.5 million during the first quarter of fiscal 2000, resulting in a cumulative repurchase total of 3,678,000 shares of its common stock for approximately $82.7 million. The repurchased common stock was used by the Company to increase shareholder value, offset the dilutive effect of stock option exercises, and for other corporate purposes. The repurchased common stock is reflected as a reduction of shareholders' equity. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table sets forth selected operating data as a percentage of total revenues for the periods indicated. All information is derived from the accompanying condensed consolidated statements of income. Thirteen-Week Periods Ended September 29, September 23, 1999 1998 Revenues 100.0% 100.0% Operating Costs and Expenses: Cost of Sales 26.6% 27.3% Restaurant Expenses 55.7% 55.6% Depreciation and Amortization 4.3% 4.4% General and Administrative 4.6% 4.9% Total Operating Costs and Expenses 91.3% 92.2% Operating Income 8.7% 7.8% Interest Expense 0.5% 0.5% Other, Net 0.1% 0.3% Income Before Provision for Income Taxes and Cumulative Effect of Accounting Change 8.1% 7.1% Provision for Income Taxes 2.8% 2.5% Income Before Cumulative Effect of Accounting Change 5.3% 4.6% Cumulative Effect of Accounting Change - 1.5% Net Income 5.3% 3.2% The following table details the number of restaurant openings during the first quarter and total restaurants open at the end of the first quarter. First Quarter Openings Total Open at End of First Quarter Fiscal Fiscal Fiscal Fiscal 2000 1999 2000 1999 Chili's: Company-owned 12 10 448 424 Franchised 7 4 193 163 Total 19 14 641 587 Macaroni Grill: Company-owned 6 5 134 116 Franchised -- -- 3 2 Total 6 5 137 118 On The Border: Company-owned 5 5 73 55 Franchised 2 3 25 18 Total 7 8 98 73 Cozymel's -- -- 13 12 Maggiano's -- 1 10 8 Corner Bakery 2 4 51 34 Eatzi's -- 1 5 4 Wildfire -- 1 3 2 Big Bowl -- -- 4 2 Grand total 34 34 962 840 REVENUES Revenues for the first quarter of fiscal 2000 increased to $511.0 million, 18.3% over the $432.1 million generated for the same quarter of fiscal 1999. The increases are primarily attributable to a net increase of 80 company-owned restaurants since September 23, 1998 and an increase in comparable store sales for the first quarter of fiscal 2000 compared to the same quarter of fiscal 1999. The Company increased its capacity (as measured in sales weeks) for the first quarter of fiscal 2000 by 13.1% compared to the same quarter of fiscal 1999. Comparable store sales increased for the quarter compared to the same quarter of fiscal 1999 by 5.3%, including increases of 6.7% at Chili's, 3.1% at Macaroni Grill, and 1.7% at On The Border. Menu prices in the aggregate increased 1.4% in the first quarter of fiscal 2000 as compared to the same quarter of fiscal 1999. COSTS AND EXPENSES (as a percent of Revenues) Cost of sales decreased for the first quarter of fiscal 2000 as compared to the same quarter of fiscal 1999. Improved purchasing leverage, menu price increases, and favorable commodity price variances for poultry and dairy attributed to the decrease in cost of sales for the quarter. These favorable variances were partially offset by unfavorable product mix changes. Restaurant expenses increased in the first quarter of fiscal 2000 compared to the same quarter of fiscal 1999 primarily due to higher labor costs. Restaurant labor wage rates were higher than in the prior year, but were partially offset by increased sales leverage, improvements in labor productivity, and menu price increases. Depreciation and amortization decreased for the first quarter of fiscal 2000 compared to the same quarter of fiscal 1999. Depreciation and amortization decreases resulted from the continued utilization of the equipment leasing facilities, increased sales leverage and a declining depreciable asset base for older units. Partially offsetting these decreases were increases in depreciation related to new unit construction and ongoing remodel costs. General and administrative expenses decreased for the first quarter of fiscal 2000 compared to the same quarter of fiscal 1999 as a result of the Company's continued focus on controlling corporate expenditures relative to increasing revenues and number of restaurants and increased sales leverage. Interest expense remained flat in the first quarter of fiscal 2000 compared with the same quarter of fiscal 1999 as a result of increased sales leverage offset by increased interest expense due to increased borrowings on the Company's credit facilities primarily used to fund the Company's continuing stock repurchase plan. Other, net decreased for the first quarter of fiscal 2000 compared to the same quarter of fiscal 1999 primarily due to a decrease in the Company's share of net losses in unconsolidated equity method investees. CUMULATIVE EFFECT OF ACCOUNTING CHANGE The cumulative effect of accounting change is the result of the Company's early adoption of SOP 98-5 retroactive to the first quarter of fiscal 1999 as discussed previously in the "Notes to Condensed Consolidated Financial Statements" section. The cumulative effect of this accounting change, net of income tax benefit, was $6.4 million or $0.10 per diluted share. This new accounting standard accelerates the Company's recognition of preopening costs, but will benefit the post-opening results of new restaurants. NET INCOME AND NET INCOME PER SHARE Net income and diluted net income per share for the first quarter of fiscal 2000 increased 99.1% and 100.0%, respectively, compared to the same quarter of fiscal 1999. Excluding the effects of the adoption of SOP 98-5 in the first quarter of fiscal 1999, net income for the first quarter of fiscal 2000 increased 35.4% from $20.0 million to $27.1 million and diluted net income per share increased 33.3% from $.30 to $.40. The increase in both net income and diluted net income per share before consideration of the adoption of SOP 98-5 was mainly due to an increase in revenues resulting from increases in capacity (as measured in sales weeks), comparable store sales, and menu prices and decreases in commodity prices and general and administrative expenses. IMPACT OF INFLATION The Company has not experienced a significant overall impact from inflation. As operating expenses increase, the Company, to the extent permitted by competition, recovers increased costs by either increasing menu prices or reviewing, then implementing, alternative products or processes. LIQUIDITY AND CAPITAL RESOURCES The working capital deficit increased from $87.0 million at June 30, 1999 to $90.2 million at September 29, 1999. Net cash provided by operating activities increased to $60.5 million for the first quarter of fiscal 2000 from $55.3 million during the same period in fiscal 1999 due to increased profitability, partially offset by the timing of operational receipts and payments. Long-term debt outstanding at September 29, 1999 consisted of $71.4 million of unsecured senior notes, $118.5 million of borrowings on credit facilities, and obligations under capital leases. The Company has credit facilities totaling $370.0 million. At September 29, 1999, the Company had $249.8 million in available funds from credit facilities. During the first quarter of fiscal 2000, the Company entered into a $25.0 million equipment leasing facility. As of September 29, 1999, $8.5 million of the facility had been utilized. The remaining $16.5 million will be used to lease equipment for new restaurant openings for the remainder of fiscal 2000. In addition, the Company entered into a $50.0 million real estate leasing facility. The entire facility will be used to lease real estate during the remainder of fiscal year 2000 and all of fiscal year 2001. Capital expenditures consist of purchases of land for future restaurant sites, new restaurants under construction, purchases of new and replacement restaurant furniture and equipment, and ongoing remodeling programs. Capital expenditures, net of amounts funded under the respective equipment and real estate leasing facilities, were $49.7 million for the first quarter of fiscal 2000 as compared to $47.7 million for the same quarter of fiscal 1999. The amount of capital expenditures in the first quarter of fiscal 2000 was essentially flat compared to the same quarter in fiscal 1999 due to an almost equal number of restaurants being constructed or opened during the respective periods. The Company estimates that its capital expenditures during the second quarter will approximate $50 million. These capital expenditures will be funded from internal operations, cash equivalents, and drawdowns on the Company's available lines of credit. The Company is not aware of any other event or trend which would potentially affect its liquidity. In the event such a trend develops, the Company believes that there are sufficient funds available under its lines of credit and that it has strong internal cash generating capabilities to adequately manage the expansion of business. YEAR 2000 The Year 2000 will have a broad impact on the business environment in which the Company operates due to the possibility that many computerized systems across all industries will be unable to process information containing dates beginning in the Year 2000. The Company has established an enterprise-wide program to prepare its computer systems and applications for the Year 2000 and is utilizing both internal and external resources to identify, correct and test the systems for Year 2000 compliance. The Company's domestic reprogramming and testing efforts have been substantially completed. The Company expects that all mission- critical systems will be Year 2000 ready prior to November 30, 1999. The nature of the Company's business is such that the business risks associated with the Year 2000 can be reduced by assessing the vendors supplying the Company's restaurants with food and related products and also assessing the Company's franchise and joint venture business partners to ensure that they are aware of the Year 2000 business risks and are appropriately addressing them. Because third party failures could have a material impact on the Company's ability to conduct business, questionnaires have been sent to substantially all of the Company's critical vendors to obtain reasonable assurance that plans are being developed to address the Year 2000 issue. The returned questionnaires have been assessed by the Company, categorized based upon readiness for the Year 2000 issues, and prioritized in order of significance to the business of the Company. The Company has established contingency plans (including continued efforts to evaluate Year 2000 readiness of existing vendors or identification of alternative vendors) responding to those high risk, critical vendors which have not provided the Company with satisfactory evidence of their readiness to handle Year 2000 issues. Furthermore, the Company will continue to monitor all critical vendors to ensure their Year 2000 readiness. Based upon questionnaires returned by the Company's franchise business partners and direct communications with the Company's joint venture business partners, the Company has assessed the Year 2000 readiness of these business partners and has implemented an action plan involving direct communication and the sharing of information associated with the Year 2000 issue. The Company has completed the inventory and assessment phases of its evaluation of all information technology and non-information technology equipment. Based upon results of the assessment, all mission-critical equipment is Year 2000 ready. The enterprise-wide program, including testing and remediation of all of the Company's systems and applications, the cost of external consultants, the purchase of software and hardware, and the compensation of internal employees working on Year 2000 projects, is expected to cost approximately $3.0 to $3.5 million (except for fringe benefits of internal employees, which are not separately tracked) from inception in calendar year 1997 through completion in fiscal 2000. Of these costs, approximately $2.5 million has been incurred through the end of the first quarter of fiscal 2000. The remaining costs will be incurred prior to the end of fiscal 2000. All estimated costs have been budgeted and are expected to be funded by the Company's available cash. The Company anticipates timely completion of the internal Year 2000 readiness efforts and does not believe the costs related to the Year 2000 readiness project will be material to its financial position or results of operations. However, if unanticipated problems arise from systems or equipment, there could be material adverse effects on the Company's consolidated financial position, results of operations and cash flows. As part of the Year 2000 readiness efforts, the Company has developed contingency plans which will need to be activated in the event of internal systems failures, but may be modified as additional information becomes available. Although the questionnaires and other communications received by the Company from its significant vendors have not disclosed any material Year 2000 issues, there is no assurance that these vendors will be Year 2000 ready on a timely basis. Unanticipated failures or significant delays in furnishing products or services by significant vendors could have a material adverse effect on the Company's consolidated financial position, results of operations and cash flows. Where predictable, the Company is assessing and attempting to mitigate its risks with respect to the failure of its significant vendors to be Year 2000 ready as part of its ongoing contingency planning. Despite the Company's diligent preparation, some of the Company's internal systems or equipment may fail to operate properly, and some of its significant vendors may fail to perform effectively or may fail to timely or completely deliver products. In those circumstances, the Company expects to be able to conduct necessary business operations and to obtain necessary products from alternative vendors, and business operations would generally continue; however, there would be some disruption which could have a material adverse effect on the Company's consolidated financial position, results of operations and cash flows. Similarly, if the Company's franchise and joint venture business partners sustain disruptions in their business operations or there are any unanticipated general public infrastructure failures, there could be a material adverse effect on the Company's consolidated financial position, results of operations and cash flows. The Company has no basis upon which to reasonably analyze the direct or indirect effects on its guests from Year 2000 issues or experiences. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk from changes in interest rates on debt and changes in commodity prices. The Company's net exposure to interest rate risk consists of floating rate instruments that are benchmarked to U.S. and European short-term interest rates. The Company may from time to time utilize interest rate swaps and forwards to manage overall borrowing costs and reduce exposure to adverse fluctuations in interest rates. The Company does not use derivative instruments for trading purposes and the Company has procedures in place to monitor and control derivative use. The impact on the Company's results of operations of a one-point interest rate change on the outstanding balance of the variable rate debt as of September 29, 1999 would be immaterial. The Company purchases certain commodities such as beef, chicken, flour and cooking oil. These commodities are generally purchased based upon market prices established with vendors. The purchase arrangements may contain contractual features that limit the price paid by establishing certain price floors or caps. The Company does not use financial instruments to hedge commodity prices because these purchase arrangements help control the ultimate cost paid and any commodity price aberrations that are not covered by contracts are generally short term in nature. This market risk discussion contains forward-looking statements. Actual results may differ materially from this discussion based upon general market conditions and changes in domestic and global financial markets. NEW ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 133 ("SFAS No. 133"), "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 establishes accounting and reporting standards for derivative instruments and hedging activities. In June 1999, the FASB issued Statement of Financial Accounting Standards No. 137 ("SFAS No. 137"), "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133," which defers the effective date of SFAS No. 133 until the Company's first quarter financial statements in fiscal 2001. The Company is currently not involved in derivative instruments or hedging activities, and therefore, will measure the impact of SFAS No. 133 as it becomes necessary. FORWARD-LOOKING STATEMENTS Certain statements contained herein are forward-looking regarding future economic performance, restaurant openings, operating margins, the availability of acceptable real estate locations for new restaurants, the sufficiency of cash balances and cash generated from operating and financing activities for future liquidity and capital resource needs, and other matters. These forward-looking statements involve risks and uncertainties and, consequently, could be affected by general business conditions, the impact of competition, the seasonality of the Company's business, governmental regulations, inflation, changes in economic conditions, consumer perceptions of food safety, changes in consumer tastes, governmental monetary policies, changes in demographic trends, identification and availability of suitable and economically viable locations for new restaurants, impact of the Year 2000, food and labor costs, availability of materials and employees, or weather and other acts of God. PART II. OTHER INFORMATION Item 6: EXHIBITS Exhibit 27 Financial Data Schedules. Filed with EDGAR version. I. Financial Data Schedule as of and for the 13-week period ended September 29, 1999. II. Restated Financial Data Schedule as of and for the 13-week period ended September 23, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BRINKER INTERNATIONAL, INC. Date: November 12, 1999 By:__________________________________ Ronald A. McDougall, Vice Chairman and Chief Executive Officer (Duly Authorized Signatory) Date: November 12, 1999 By:____________________________________ Russell G. Owens, Executive Vice President and Chief Financial and Strategic Officer (Principal Financial and Accounting Officer)