BRINKER INTERNATIONAL INC
10-Q, 1997-02-10
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<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended December 25, 1996

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 December 25, 1996:
77,631,991

<PAGE>


                      BRINKER INTERNATIONAL, INC.

                               INDEX




Part I   Financial Information

           Condensed Consolidated Balance Sheets -
             December 25, 1996 and June 26, 1996                      3 - 4

           Condensed Consolidated Statements of Operations -
             Thirteen Weeks and Twenty-Six Weeks ended 
             December 25, 1996 and December 27, 1995                      5

           Condensed Consolidated Statements of Cash Flows -
             Twenty-Six Weeks ended December 25, 1996
             and December 27, 1995                                        6

           Notes to Condensed Consolidated Financial Statements           7

           Management's Discussion and Analysis of
             Financial Condition and Results of Operations           8 - 11


Part II  Other Information                                               12









                                       2

<PAGE>

                           BRINKER INTERNATIONAL, INC.
                      Condensed Consolidated Balance Sheets
                                 (In thousands)
                                   (Unaudited)



                                            December 25,        June 26,
                                                1996              1996
ASSETS                                      ------------        --------
- ------

Current Assets:
  Cash and Cash Equivalents                  $ 19,620           $ 27,073
  Accounts Receivable, Net                     19,521             14,142
  Inventories                                  11,603             10,839
  Prepaid Expenses                             27,536             24,648
  Deferred Income Taxes                        11,088             11,653
                                             --------           --------

       Total Current Assets                    89,368             88,355
                                             --------           --------

Property and Equipment, at Cost:
  Land                                        162,351            150,391
  Buildings and Leasehold Improvements        481,421            430,037
  Furniture and Equipment                     266,413            240,880
  Construction-in-Progress                     55,367             31,923
                                             --------           --------

                                              965,552            853,231
  Less Accumulated Depreciation 
       and Amortization                       268,684            242,001
                                             --------           --------

       Net Property and Equipment             696,868            611,230
                                             --------           --------

Other Assets:
  Marketable Securities                        64,349             70,012
  Goodwill                                     79,559             73,250
  Other                                        50,295             45,987
                                             --------           --------

       Total Other Assets                     194,203            189,249
                                             --------           --------

       Total Assets                          $980,439           $888,834
                                             --------           --------
                                             --------           --------

                                                     (continued)


                                       3

<PAGE>

                           BRINKER INTERNATIONAL, INC.
                      Condensed Consolidated Balance Sheets
               (In thousands, except share and per share amounts)
                                   (Unaudited)



                                                  December 25,        June 26,
                                                     1996               1996
                                                  ------------        --------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
  Short-term Debt                                   $ 67,000          $ 15,000
  Current Installments of Long-term Debt                 329               348
  Accounts Payable                                    68,507            58,902
  Accrued Liabilities                                 67,619            64,140
                                                    --------          --------

     Total Current Liabilities                       203,455           138,390
                                                    --------          --------

Long-term Debt, Less Current Installments            102,646           102,801
Deferred Income Taxes                                 14,569            12,900
Other Liabilities                                     20,508            26,573
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; 77,631,991
    and 77,255,783 Shares Issued and 
    Outstanding at December 25, 1996 and 
    June 26, 1996, Respectively                        7,763             7,726
  Additional Paid-In Capital                         268,953           266,561
  Unrealized Gain (Loss) on Marketable Securities         17              (620)
  Retained Earnings                                  362,528           334,503
                                                    --------          --------

     Total Shareholders' Equity                      639,261           608,170
                                                    --------          --------

     Total Liabilities and Shareholders' Equity     $980,439          $888,834
                                                    --------          --------
                                                    --------          --------


See accompanying notes to condensed consolidated financial statements




                                      4

<PAGE>

                           BRINKER INTERNATIONAL, INC.
                 Condensed Consolidated Statements of Operations
                    (In thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                       13 Weeks Ended                          26 Weeks Ended
                              Dec. 25, 1996      Dec. 27, 1995        Dec. 25, 1996      Dec. 27, 1995
                              -------------      -------------        -------------      -------------

<S>                           <C>                 <C>                  <C>                <C>
Revenues                       $  310,925          $  289,656           $  619,590         $  579,116 
                               ----------          ----------           ----------         ---------- 

Costs and Expenses:
  Cost of Sales                    88,898              83,675              176,363            167,333 
  Restaurant Expenses             169,906             156,109              332,428            309,014 
  Depreciation and 
    Amortization                   18,716              16,201               36,450             32,273 
  General and 
    Administrative                 15,975              13,578               31,517             26,575 
  Interest Expense                  1,669                 892                3,205              1,659 
  Gain on Sales of 
    Concepts                            -              (9,262)                   -             (9,262)
  Restructuring Charge                  -              50,000                    -             50,000
  Other, Net                       (1,750)               (687)              (2,515)            (1,593)
                               ----------          ----------           ----------          ---------

    Total Costs and 
    Expenses                      293,414             310,506              577,448            575,999 
                               ----------          ----------           ----------         ----------

Income (Loss) Before 
  Provision (Benefit) 
  for Income Taxes                 17,511             (20,850)              42,142              3,117

Provision (Benefit) for 
  Income Taxes                      5,866              (7,297)              14,117              1,091
                               ----------            ----------           ----------       ----------

  Net Income (Loss)            $   11,645          $  (13,553)          $   28,025         $    2,026
                               ----------          ----------           ----------         ----------
                               ----------          ----------           ----------         ----------

Primary and Fully Diluted
  Net Income (Loss) 
  Per Share                    $     0.15          $    (0.18)          $     0.35         $     0.03
                               ----------          ----------           ----------         ----------
                               ----------          ----------           ----------         ----------


Primary Weighted Average
  Shares Outstanding               79,636              76,626               79,343             76,932
                               ----------          ----------           ----------         ----------
                               ----------          ----------           ----------         ----------

Fully Diluted Weighted
  Average Shares 
  Outstanding                      79,636              76,626               79,396           76,987
                               ----------          ----------           ----------       ----------
                               ----------          ----------           ----------       ----------
</TABLE>

See accompanying notes to condensed consolidated financial statements




                                      5

<PAGE>

                           BRINKER INTERNATIONAL, INC.
                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)

                                                      Twenty-Six Weeks Ended 
                                                    December 25,   December 27, 
                                                       1996           1995   
                                                    ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                           $  28,025      $  2,026
Adjustments to Reconcile Net Income 
  to Net Cash Provided by Operating Activities: 
    Depreciation and Amortization of 
      Property and Equipment                            29,801        27,417
    Amortization of Goodwill and Other Assets            6,649         4,856
    Gain on Sales of Concepts                                -        (9,262)
    Restructuring Charge                                     -        50,000
    Changes in Assets and Liabilities, 
      Excluding Effects of Acquisitions
        and Dispositions: 
        (Increase) Decrease in Accounts 
          Receivable                                    (5,576)        4,432
        Increase in Inventories                           (516)       (1,325)
        Increase in Prepaid Expenses                    (2,804)       (2,988)
        Increase in Other Assets                       (10,185)       (8,000)
        Increase (Decrease) in Accounts Payable          9,605       (10,462)
        Increase (Decrease) in Accrued
          Liabilities                                    2,798        (7,559)
        Increase in Deferred Income Taxes                1,907            48
        Decrease in Other Liabilities                   (6,242)         (281)
    Other                                                 (181)          597
                                                     ---------     ---------
      Net Cash Provided by Operating Activities         53,281        49,499  
                                                     ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES: 
Payments for Property and Equipment                   (104,863)     (100,339) 
Payments for Purchase of Restaurants                   (15,863)            -   
Purchases of Marketable Securities                     (18,489)      (13,923) 
Proceeds from Sales of Marketable Securities            24,226        15,479
Proceeds from Sales of Concepts                              -        73,115
Other                                                        -           375
                                                     ---------     ---------
      Net Cash Used in Investing Activities           (114,989)      (25,293)
                                                     ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES: 
Borrowings of Short-term Debt                           52,000             -
Payments of Long-term Debt                                (174)       (1,502) 
Proceeds from Issuances of Common Stock                  2,429         1,095
                                                     ---------     ---------
      Net Cash Provided (Used) by 
        Financing Activities                            54,255          (407) 
                                                     ---------     ---------
Net Increase (Decrease) in Cash and Cash 
    Equivalents                                         (7,453)       23,799
Cash and Cash Equivalents at Beginning 
  of Period                                             27,073        44,911 
                                                     ---------     ---------
Cash and Cash Equivalents at End 
  of Period                                          $  19,620     $  68,710 
                                                     ---------     ---------
                                                     ---------     ---------
CASH PAID DURING THE PERIOD: 
Income Taxes                                         $  14,055     $  15,003
Interest, Net of Amounts Capitalized                 $   3,035     $   1,594

NON-CASH TRANSACTIONS DURING THE PERIOD: 
Common Stock Issued in Connection 
  with Acquisitions                                  $       -     $  66,362
Notes Received in Connection with Sales 
    of Concepts                                      $       -     $   9,800

See accompanying notes to condensed consolidated financial statements 

                                     6
<PAGE>

                           BRINKER INTERNATIONAL, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

1.   BASIS OF PRESENTATION

     The condensed consolidated financial statements of Brinker International,
Inc. ("Company") as of December 25, 1996 and June 26, 1996 and for the thirteen
weeks and twenty-six weeks ended December 25, 1996 and December 27, 1995 have
been prepared by the Company, pursuant to the rules and regulations of the
Securities and Exchange Commission. The Company owns or franchises over 650
restaurants under the names of Chili's Grill & Bar ("Chili's"), Romano's
Macaroni Grill ("Macaroni Grill"), On The Border Cafes ("On The Border"),
Cozymel's Coastal Mexican Grill ("Cozymel's"), Maggiano's Little Italy
("Maggiano's"), Corner Bakery ("Corner Bakery"), and Eatzi's Market & Bakery
("Eatzi's").

     The information furnished herein reflects all adjustments (consisting of
normal recurring accruals and adjustments) which are, in the opinion of
management, necessary to fairly state the operating results for the respective
periods. Certain information and footnote disclosures normally included in
annual financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such 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 26, 1996 Form 10-K. Company management believes that the disclosures
are sufficient for interim financial reporting purposes.

     Certain prior year amounts in the accompanying condensed consolidated
financial statements have been reclassified to conform to the current year
presentation.

2.   NET INCOME (LOSS) PER SHARE

     Both primary and fully diluted net income (loss) per share are based on the
weighted average number of shares outstanding during the period increased by
common equivalent shares (stock options) determined using the treasury stock
method. Primary weighted average equivalent shares are determined based on the
average market price exceeding the exercise price of the stock options. Fully
diluted weighted average equivalent shares are determined based on the higher of
the average or ending market price exceeding the exercise price of the stock
options. Common equivalent shares for the second quarter of fiscal 1996 are
excluded from the net loss per share computation because they were anti-
dilutive.

3.   SUBSEQUENT EVENT

     On January 23, 1997, the Board of Directors approved a plan to repurchase
up to $150 million of the Company's common stock.  Repurchases will be made from
time to time in open market transactions. All repurchases will be made in
accordance with applicable securities regulations, and the timing of the
repurchases will be dependent upon market conditions, share price, and other
factors. The repurchased common stock may be used by the Company to satisfy
obligations under its savings plans, to meet the needs of its various stock
option plans, or for other corporate purposes.

                                     7

<PAGE>
                     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 operations.

<TABLE>
                                                    13 Weeks Ended                    26 Weeks Ended
                                             Dec. 25, 1996   Dec. 27, 1995     Dec. 25, 1996   Dec. 27, 1995
                                             -------------   -------------     -------------   -------------
<S>                                              <C>            <C>               <C>             <C>
Revenues                                         100.0 %        100.0 %           100.0 %         100.0 %
                                                 -----          -----             -----           -----
Costs and Expenses: 
  Cost of Sales                                   28.6 %         28.9 %            28.4 %          28.9 %
  Restaurant Expenses                             54.7 %         53.9 %            53.7 %          53.4 %
  Depreciation and Amortization                    6.0 %          5.6 %             5.9 %           5.6 %
  General and Administrative                       5.1 %          4.7 %             5.1 %           4.6 %
  Interest Expense                                 0.5 %          0.3 %             0.5 %           0.3 %
  Gain on Sales of Concepts                          - %         (3.2)%               - %          (1.6)%
  Restructuring Charge                               - %         17.2 %               - %           8.6 %
  Other, Net                                      (0.5)%         (0.2)%            (0.4)%          (0.3)%
                                                 -----          -----             -----           -----
    Total Costs and Expenses                      94.4 %        107.2 %            93.2 %          99.5 %
                                                 -----          -----             -----           -----
Income (Loss) Before Provision 
  (Benefit) for Income Taxes                       5.6 %         (7.2)%             6.8 %           0.5 %

Provision (Benefit) for Income 
  Taxes                                            1.9 %         (2.5)%             2.3 %           0.2 %
                                                 -----          -----             -----           -----
Net Income (Loss)                                  3.7 %         (4.7)%             4.5 %           0.3 %
                                                 -----          -----             -----           -----
                                                 -----          -----             -----           -----
</TABLE>

The following table details the number of restaurant openings during the 
second quarter and year-to-date, as well as total restaurants open at the end 
of the second quarter. 

<TABLE>
                                                                           Total Open at End
                        2nd Quarter Openings     Year-to-Date Openings     of Second Quarter
                        --------------------     ---------------------     -----------------
                          Fiscal    Fiscal         Fiscal     Fiscal       Fiscal     Fiscal
                           1997      1996           1997       1996         1997       1996
                          ------    ------         ------     ------       ------     ------
<S>                       <C>       <C>            <C>        <C>          <C>        <C>
Chili's: 
  Company-owned              9        11             19         25          383         339
  Franchised                 6         7             12         15          135         123
                           ---       ---            ---        ---          ---         ---
     Total                  15        18             31         40          518         462

Macaroni Grill: 
  Company-owned              7         7             13         11           82          61
  Franchised                --         1             --          1            2           2
                           ---       ---            ---        ---          ---         ---
     Total                   7         8             13         12           84          63

On The Border: 
  Company-owned              1         2              3          4           26          19
  Franchised                 1        --              2         --            4           4
                           ---       ---            ---        ---          ---         ---
     Total                   2         2              5          4           30          23

Cozymel's                    1         2              1          3           12           6

Maggiano's                  --        --              1         --            4           3

Corner Bakery                1         1              3          2           11           6

Eatzi's                     --        --             --         --            1          --

Concepts sold               --         3             --         12           --           8
                           ---       ---            ---        ---          ---         ---
</TABLE>
<PAGE>
<TABLE>
<S>                       <C>       <C>            <C>        <C>          <C>        <C>
     Grand total            26        34             54         73          660         571
                           ---       ---            ---        ---          ---         ---
                           ---       ---            ---        ---          ---         ---
</TABLE>





                                       8

<PAGE>

REVENUES

Revenues for the second quarter of fiscal 1997 increased to $310.9 million, 
7.3% over the $289.7 million generated for the same quarter of fiscal 1996. 
Revenues for the twenty-six weeks ended December 25, 1996 rose 7.0% to $619.6 
million from the $579.1 million generated for the same period of fiscal 1996. 
The increase is primarily attributable to the 76 Company-operated restaurants 
opened or acquired since December 27, 1995. The Company increased its 
capacity (as measured in sales weeks) for the second quarter and year-to-date 
of fiscal 1997 by 7.1% and 5.5%, respectively, compared to the respective 
prior year periods. Average weekly sales increased 0.2% and 1.3% for the 
second quarter and year-to-date, respectively, from the same periods of 
fiscal 1996.

COSTS AND EXPENSES (AS A PERCENT OF REVENUES) 

Cost of sales decreased for the second quarter and year-to-date of fiscal 
1997 as compared to the respective periods for fiscal 1996. Favorable 
commodity prices for seafood and other food items (e.g., shortening, rice, 
and ketchup) as well as menu price increases contributed to the decrease. 
Cost of sales continued to increase in the second quarter as compared to the 
first quarter of fiscal 1997 due to unfavorable commodity prices for dairy, 
poultry, produce, and meat.

Restaurant expenses increased on both a comparative second quarter and 
year-to-date basis, primarily as a result of increases in management and 
hourly labor. The increase in management labor is due to increases in base 
pay to remain competitive in the industry. At the restaurant level, hourly 
labor costs are up due to increases in the minimum wage as well as wage rate 
increases for non-minimum wage employees in order to meet industry 
competition and retain quality employees. In addition, hourly labor costs 
increased as a result of training costs associated with the second quarter 
roll-out of new products and new inventory management programs. Partially 
offsetting the labor increases were reduced insurance costs resulting from an 
aggressive safety program and claims management strategies put in place by 
the Company over the last 18 to 24 months.

Depreciation and amortization increased for both the second quarter and 
year-to-date of fiscal 1997. Depreciation and amortization increases related 
to fiscal 1996 acquisitions, new unit construction costs, and ongoing remodel 
costs were partially offset by a declining depreciable asset base for older 
units.

General and administrative expenses increased in the second quarter and 
year-to-date of fiscal 1997 compared to the respective fiscal 1996 periods.  
Incremental costs in the second quarter and year-to-date are primarily 
attributable to additional staff and support as the Company continues the 
expansion of its restaurant concepts.  Additionally, year-to-date expenses 
increased due to the accrual of profit sharing.

Interest expense increased in the second quarter and year-to-date of fiscal 
1997 compared to the respective fiscal 1996 periods due to incremental 
borrowings on the Company's credit facilities combined with a decline in the 
construction-in-progress balances subject to interest capitalization. 

Other, net, increased slightly for both the second quarter and year-to-date 
of fiscal 1997 primarily due to gains on sales of land in the second quarter.

INCOME TAXES

The Company's effective income tax rate was 33.5% for the second quarter and 
year-to-date of fiscal 1997 compared to 35.0% for the same periods of fiscal 
1996. The fiscal 1997 effective income tax rate has decreased as a result of 
the Congressional enactment of the work opportunity tax credit and an 
increase in the Federal FICA tax credits for tipped wages.



                                      9
<PAGE>

NET INCOME AND NET INCOME PER SHARE

Operating results before restructuring related items (gain on sales of 
concepts and restructuring charge in fiscal 1996) for the second quarter and 
year-to-date are summarized as follows (in millions, except per share 
amounts):

                                        13 Weeks Ended          26 Weeks Ended
                                      -------------------    -------------------
                                      Dec. 25,   Dec. 27,    Dec. 25,   Dec. 27,
                                        1996       1995        1996       1995
                                      -------    -------     -------    -------
Income Before Restructuring
  Related Items and Income Taxes       $ 17.5     $ 19.9      $ 42.1     $ 43.8

Income Taxes Before Restructuring
  Related Items                           5.9        7.0        14.1       15.3
                                       ------     ------      ------     ------

Net Income Before Restructuring
  Related Items                        $ 11.6     $ 12.9      $ 28.0     $ 28.5
                                       ------     ------      ------     ------
                                       ------     ------      ------     ------

Net Income Per Share Before
  Restructuring Related Items          $ 0.15     $ 0.17      $ 0.35     $ 0.37
                                       ------     ------      ------     ------
                                       ------     ------      ------     ------

Net income before restructuring related items for the second quarter and 
year-to-date declined 9.9% and 1.7%, respectively, compared to fiscal 1996. 
Primary net income per share before restructuring related items for the 
second quarter and year-to-date declined 11.8% and 5.4%, respectively. The 
decrease in net income before restructuring related items in light of the 
increase in revenues was due to the increases in costs and expenses mentioned 
above.

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 raising menu prices. 

LIQUIDITY AND CAPITAL RESOURCES

The working capital deficit increased from $50.0 million at June 26, 1996 to 
$114.1 million at December 25, 1996, due primarily to the Company's capital 
expenditures as discussed below. Net cash provided by operating activities 
increased to $53.3 million for the first half of fiscal 1997 from $49.5 
million during the same period in fiscal 1996 due to timing of operational 
receipts and payments. 

Long-term debt outstanding at December 25, 1996 consisted of $100 million of 
unsecured senior notes and obligations under capital leases. At December 25, 
1996, the Company had $209.9 million in available funds from credit 
facilities. 

Capital expenditures were $104.9 million for the first half of fiscal 1997 as 
compared to $100.3 million in the first half of fiscal 1996. 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 the ongoing remodeling program.  The Company 
estimates that its capital expenditures during the third quarter will 
approximate $68 million. These capital expenditures will be funded from 
internal operations, cash equivalents, income earned from investments, 
build-to-suit lease agreements with landlords, proceeds from the sales of 
restaurants closed in conjunction with the strategic plan approved in fiscal 
1996, and drawdowns on the Company's available lines of credit. 



                                      10
<PAGE>

On January 23, 1997, the Board of Directors approved a plan to repurchase up 
to $150 million of the Company's common stock. Repurchases will be made from 
time to time in open market transactions. All repurchases will be made in 
accordance with applicable securities regulations, and the timing of the 
repurchases will be dependent upon market conditions, share price, and other 
factors. The repurchased common stock may be used by the Company to satisfy 
obligations under its savings plans, to meet the needs of its various stock 
option plans, or for other corporate purposes. The Company intends to 
finance the repurchase program through the combination of cash provided by 
operations, the liquidation of its marketable securities portfolio, and the 
disposition of a portion of its real estate portfolio pursuant to 
sale-leaseback transactions.

The Company is not aware of any other event or trend which would potentially 
affect its liquidity. In the event such a trend would develop, the Company 
believes that there are sufficient funds available to it under the lines of 
credit and strong internal cash generating capabilities to adequately manage 
the expansion of business. 

SUBSEQUENT EVENT

Subsequent to December 25, 1996, the Company announced that it is 
implementing a realignment of its management structure to more directly 
support its various restaurant concepts. This realignment will include 
upgrading certain strategic functions and decentralizing certain functions 
that are more efficiently done at the concept level. In conjunction with the 
realignment certain positions were eliminated at the corporate offices.

FORWARD-LOOKING STATEMENTS

The Company wishes to caution readers that various factors could cause the 
actual results of the Company to differ materially from those indicated by 
forward-looking statements made from time to time in news releases, reports, 
proxy statements, registration statements and other written communications 
(including the preceding sections of this Management's Discussion and 
Analysis), as well as oral statements made from time to time by 
representatives of the Company. Except for historical information, matters 
discussed in such oral and written communications are forward-looking 
statements that involve risks and uncertainties, including but not limited to 
general business conditions, the impact of competition, the seasonality of 
the Company's business, taxes, inflation, and governmental regulations.





                                      11

<PAGE>

                      PART II.  OTHER INFORMATION



Item 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's Proxy Statement dated September 24, 1996 for the Annual Meeting 
of Shareholders held on November 7, 1996, as filed with the Securities and 
Exchange Commission on September 24, 1996, is incorporated herein by 
reference.

(a)  The Annual Meeting of Shareholders of the Company was held on November 7, 
     1996.

(b)  Each of the management's nominees, as described in the Proxy Statement 
     referenced above, was elected a director to hold office until the next 
     annual meeting of shareholders or until his or her successor is elected 
     and qualified.

     Number of Affirmative Votes Cast   Number of Withhold Authority Votes Cast

               52,476,106                                    13,128,435
               ----------                                    ----------

(c)   The following matters were also voted upon at the meeting and approved by 
      the shareholders:

     (i)   approval of an amendment to the Company's 1992 Incentive Stock
           Option Plan

     Number of Affirmative Votes Cast              Number of Negative Votes Cast

               48,393,822                                    16,842,647
               ----------                                    ----------

                         Number of Abstain Votes Cast

                                     153,187
                                     -------

     (ii)  approval of an amendment to the Company's 1991 Stock Option Plan for
           Non-Employee Directors and Consultants

     Number of Affirmative Votes Cast              Number of Negative Votes Cast

               52,868,212                                    12,345,795
               ----------                                    ----------

                         Number of Abstain Votes Cast

                                    175,649
                                    -------

Item 6: EXHIBITS

Exhibit 27  Financial Data Schedule.  Filed with EDGAR version. 



                                      12

<PAGE>


                                  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:  February 7, 1996      By: /s/ Ronald A. McDougall
                                --------------------------------------------
                                Ronald A. McDougall, President and 
                                Chief Executive Officer 
                                (Duly Authorized Signatory) 



Date:  February 7, 1996      By: /s/ Debra Smithart
                                --------------------------------------------
                                Debra Smithart, Executive Vice President and 
                                Chief Financial Officer
                                (Principal Financial and Accounting Officer) 















                                      13


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-25-1997
<PERIOD-START>                             JUL-27-1996
<PERIOD-END>                               DEC-25-1996
<CASH>                                          19,620
<SECURITIES>                                         0
<RECEIVABLES>                                   19,796
<ALLOWANCES>                                       275
<INVENTORY>                                     11,603
<CURRENT-ASSETS>                                89,368
<PP&E>                                         965,552
<DEPRECIATION>                                 268,684
<TOTAL-ASSETS>                                 980,439
<CURRENT-LIABILITIES>                          203,455
<BONDS>                                        102,646
                                0
                                          0
<COMMON>                                         7,763
<OTHER-SE>                                     631,498
<TOTAL-LIABILITY-AND-EQUITY>                   980,439
<SALES>                                        612,576
<TOTAL-REVENUES>                               619,590
<CGS>                                          176,363
<TOTAL-COSTS>                                  545,060
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   181
<INTEREST-EXPENSE>                               3,205
<INCOME-PRETAX>                                 42,142
<INCOME-TAX>                                    14,117
<INCOME-CONTINUING>                             28,025
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    28,025
<EPS-PRIMARY>                                     0.35
<EPS-DILUTED>                                     0.35
        

</TABLE>


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