10-K 1 form10k02.txt FORM 10K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 26, 2002 Commission File No. 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) Registrant's telephone number, including area code (972) 980-9917 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Common Stock, $0.10 par value Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None 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 ____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ___ The aggregate market value of the voting stock held by persons other than directors and officers of registrant (who might be deemed to be affiliates of registrant) at September 9, 2002 was $2,684,885,934. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class Outstanding at September 9, 2002 Common Stock, $0.10 par value 97,377,571 shares DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Annual Report to Shareholders for the fiscal year ended June 26, 2002, are incorporated by reference into Part II hereof, to the extent indicated herein. Portions of the registrant's Proxy Statement for its annual meeting of shareholders on November 14, 2002, to be dated on or about September 24, 2002, are incorporated by reference into Part III hereof, to the extent indicated herein. PART I Item 1. BUSINESS. General Brinker International, Inc. (the "Company") is principally engaged in the ownership, operation, development and franchising of the Chili's Grill & Bar ("Chili's"), Romano's Macaroni Grill ("Macaroni Grill"), On The Border Mexican Grill & Cantina ("On The Border"), Cozymel's Coastal Grill ("Cozymel's"), Maggiano's Little Italy ("Maggiano's"), Corner Bakery Cafe ("Corner Bakery"), and Big Bowl Asian Kitchen ("Big Bowl") restaurant concepts. In July 2001, the Company acquired a 40% interest in the legal entities owning and developing Rockfish Seafood Grill ("Rockfish"). The Company was organized under the laws of the State of Delaware in September 1983 to succeed to the business operated by Chili's, Inc., a Texas corporation, organized in August 1977. The Company completed the acquisitions of Macaroni Grill, On The Border, Cozymel's, Maggiano's, Corner Bakery and Big Bowl in November 1989, May 1994, July 1995, August 1995, August 1995, and February 2001, respectively. In August 2002, the Company entered into a letter of intent to divest its interest in the Eatzi's Market & Bakery concept. Core Restaurant Concepts Chili's Grill & Bar Chili's is a full-service Southwestern-themed restaurant, featuring a casual atmosphere and a varied menu of chicken, beef and seafood entrees, steaks, hamburgers, ribs, fajitas, sandwiches, salads, appetizers and desserts, all of which are prepared fresh daily according to special Chili's recipes. Chili's restaurants feature quick, efficient and friendly table service designed to minimize customer waiting time and facilitate table turnover, with an average turnover time per table of approximately 45 minutes. Service personnel are dressed casually in jeans, knit shirts and aprons to reinforce the casual, informal environment. The decor of a Chili's restaurant consists of booth seating, tile-top tables, hanging plants and wood and brick walls covered with interesting memorabilia. Emphasis is placed on serving substantial portions of fresh, high quality food at modest prices. Entree selections range in menu price from $5.79 to $13.99, with the average revenue per meal, including alcoholic beverages, approximating $11.15 per person. A full- service bar is available at each Chili's restaurant, with frozen margaritas offered as the concept's specialty drink. During the year ended June 26, 2002, food and non-alcoholic beverage sales constituted approximately 86.1% of the concept's total restaurant revenues, with alcoholic beverage sales accounting for the remaining 13.9%. Romano's Macaroni Grill Macaroni Grill is a casual, fun Italian restaurant full of the sights, sounds and aromas of a traditional Tuscan kitchen. Enjoyed for any occasion, guests enjoy their favorite Italian dishes along with special signature pastas, grilled features, seafood, salads and pizza - all prepared by talented chefs in open kitchens. The restaurant has an old world charm with wood burning ovens, festive string lights, fresh flowers, large selections of wine, and display cooking. Guests are met with a sincere welcome at the door and enjoy warm, knowledgeable service. Additionally, guests enjoy the convenience of Macaroni Grill's Curbside To Go service where delicious, chef- prepared meals are delivered right to their cars for them to share at home with friends and family. Entree selections range in menu price from $5.99 to $16.99 with monthly chef features priced separately. The average revenue per meal, including alcoholic beverages, is approximately $13.84 per person. During the year ended June 26, 2002, food and non-alcoholic beverage sales constituted approximately 87.2% of the concept's total restaurant revenues, with alcoholic beverage sales accounting for the remaining 12.8%. On The Border Mexican Grill & Cantina On The Border restaurants are full-service, casual Mexican restaurants featuring mesquite-grilled favorites and traditional Tex-Mex appetizers, entrees and desserts served in generous portions at modest prices. On The Border restaurants feature a full-service bar, an outdoor patio, booth and table seating in the dining room, and a colorful, festive atmosphere. On The Border restaurants also offer enthusiastic table service to facilitate table turnover while simultaneously providing customers with a satisfying casual dining experience. In addition, On The Border offers To Go service intended to fill the need for speed and convenience while offering a quality take-out experience. Entree selections range in menu price from $5.49 to $13.99, with the average revenue per meal, including alcoholic beverages, approximating $13.14 per person. During the year ended June 26, 2002, food and non- alcoholic beverage sales constituted approximately 77.8% of the concept's total restaurant revenues, with alcoholic beverage sales accounting for the remaining 22.2%. Cozymel's Coastal Grill Cozymel's restaurants are casual, upscale coastal restaurants featuring a daily fresh fish feature, grilled chicken and beef entrees, appetizers, desserts and a full- service bar featuring a wide variety of signature margaritas and specialty frozen beverages. Cozymel's restaurants offer a "tropical, not typical" atmosphere, which includes an outdoor patio, intended to evoke the atmosphere of a tropical island. Entree selections range in menu price from $6.49 to $15.99 with the average revenue per meal, including alcoholic beverages, approximating $15.70 per person. During the year ended June 26, 2002, food and non- alcoholic beverage sales constituted approximately 75.5% of the concept's total restaurant revenues, with alcoholic beverages accounting for the remaining 24.5%. Maggiano's Little Italy Maggiano's restaurants are classic re-creations of dinner houses found in New York's Little Italy in the 1940s. Each of the Maggiano's restaurants is a casual, full-service Italian restaurant with a family-style menu as well as a full lunch and dinner menu offering Southern Italian appetizers, homemade bread, bountiful portions of pasta, chicken, seafood, veal and prime steaks, as well as a full range of alcoholic beverages. Most Maggiano's restaurants also feature extensive banquet facilities. Entree selections range in menu price from $6.95 to $32.95, with the average revenue per meal, including alcoholic beverages, approximating $25.24 per person. During the year ended June 26, 2002, food and non- alcoholic beverage sales constituted approximately 78.6% of the concept's total restaurant revenues, with alcoholic beverage sales accounting for the remaining 21.4%. Corner Bakery Cafe Corner Bakery Cafe is a retail bakery cafe serving breakfast, lunch and dinner in the emerging quick-casual dining segment. Corner Bakery Cafe is committed to providing a variety of menu selections. Featured in the cafes are specialty sandwiches, fresh salads, hot soups, panini and pastas. While retaining a relaxed atmosphere, Corner Bakery Cafe exemplifies casual elegance, with most bakeries having both indoor and outdoor seating. Savory foods, breads and sweets are created seasonally to take advantage of the highest quality ingredients available. Corner Bakery Catering offers a wide range of gift baskets, breakfast and sandwich trays and lunch boxes for any size meeting or social event. Prices for menu items range from $1.00 to $6.99 with the average revenue per meal, including alcoholic beverages, approximating $7.41 per person. During the year ended June 26, 2002, food and non- alcoholic beverage sales constituted over 99% of the concept's total restaurant revenues. Catering sales constituted approximately 19.5% of such food and non- alcoholic beverage sales. Big Bowl Asian Kitchen Big Bowl features contemporary Asian cuisine prepared with fresh ingredients in a casual, vibrant atmosphere. Big Bowl is distinguished by its authentic, full-flavored menu that features five kinds of fresh noodles, chicken pot stickers and dumplings, hand-rolled summer rolls, seasonal stir-fry dishes featuring local produce, wok- seared fish, and signature beverages, such as "homemade" fresh ginger ale and tropical cocktails. Big Bowl's focus on quality means garlic, ginger and lemon grass are chopped daily, lemon juice is hand squeezed, and peanut sauce is prepared with home-roasted peanuts. Big Bowl's flavorful broths, curry pastes, dip sauces and condiments are made from scratch. Big Bowl's interactive stir-fry bar allows the guests to help themselves to a "Farmers' Market" array of vegetables to be wok-cooked with their own choice of sauces and meats with noodles or rice. While honoring its Asian culinary tradition, Big Bowl strives to deliver fine quality at great value, assisted by a service team carefully trained to guide guests through this new culinary experience. Entree selections range in menu price from $6.95 to $12.95, with the average revenue per meal, including alcoholic beverages, approximating $14.00 per person. During the year ended June 26, 2002, food and non-alcoholic beverage sales constituted approximately 87.8% of the concept's total restaurant revenues, with alcoholic beverage sales accounting for the remaining 12.2%. Jointly-Developed Concept Rockfish Seafood Grill Rockfish offers its guests fresh, flavorful seafood dishes served in a lively environment. Reminiscent of a fly- fishing camp, the Rockfish decor features piney wood tables, river rock fireplaces and an open kitchen with chefs preparing the catch of the day. The restaurant serves a wide variety of reasonably priced seafood ranging from salmon and trout to catfish, shrimp and crab. Daily blackboard specials are also very popular with diners. Friendly, attentive servers clad in hunter green polo shirts and jeans add to the casual backdrop. All locations feature full-service bars and most have patio seating availability. Entree selections range in menu price from $5.53 to $13.42 with certain specialty items priced on a daily basis. The average revenue per meal, including alcoholic beverages, is approximately $14.32 per person. During the year ended June 26, 2002, food and non-alcoholic beverage sales constituted approximately 85.0% of the concept's total revenues, with alcoholic beverage sales accounting for the remaining 15.0%. Business Development The Company's long-term objective is to continue expansion of its restaurant concepts by opening Company-operated units in strategically desirable markets. The Company intends to concentrate on the development of certain identified markets to achieve penetration levels deemed desirable by the Company, thereby improving the Company's competitive position, marketing potential and profitability. Expansion efforts will be focused not only on major metropolitan areas in the United States but also on smaller market areas and nontraditional locations (such as airports, kiosks and food courts) which can adequately support any of the Company's restaurant concepts. The Company considers the restaurant site selection process critical to its long-term success and devotes significant effort to the investigation of new locations utilizing a variety of sophisticated analytical techniques. The site selection process evaluates a variety of factors: trade area demographics, such as target population density and household income levels; physical site characteristics such as visibility, accessibility and traffic volume; relative proximity to activity centers such as shopping centers, hotel and motel complexes and office buildings; and supply and demand trends, such as proposed infrastructure improvements, new developments, and potential competition. Members of management inspect, review and approve each restaurant site prior to its acquisition. The Company periodically reevaluates restaurant sites to ensure that site selection attributes have not deteriorated below minimum standards. In the event site deterioration were to occur, the Company makes a concerted effort to improve the restaurant's performance by providing physical, operating and marketing enhancements unique to each restaurant's situation. If efforts to restore the restaurant's performance to acceptable minimum standards are unsuccessful, the Company considers relocation to a proximate, more desirable site, or evaluates closing the restaurant if the Company's measurement criteria, such as return on investment and area demographic trends, do not support relocation. Since inception, the Company has closed forty-one restaurants, including four in fiscal 2002, which were performing below the Company's standards primarily due to declining trade area demographics. The Company operates pursuant to a strategic plan targeted to support the Company's long-term growth objectives, with a focus on continued development of those restaurant concepts that have the greatest return potential for the Company and its shareholders. The following table illustrates the system-wide restaurants opened in fiscal 2002 and the planned openings in fiscal 2003: Fiscal 2002 Fiscal 2003 Openings Projected Openings Chili's: Company-Operated 53 62-65 Franchise 23 18-21 Macaroni Grill: Company-Operated 18 18-20 Franchise 0 2-4 On The Border: Company-Operated 10 3-5 Franchise 2 1 Corner Bakery 13 10-12 Cozymel's 2 0-1 Maggiano's 6 4-5 Big Bowl 3 5-7 Rockfish 4 6-8 Total 134 129-149 The Company anticipates that some of the fiscal 2003 projected restaurant openings may be constructed pursuant to "build-to-suit" agreements, in which the lessor contributes some of the land cost and all, or substantially all, of the building construction costs. In other cases, the Company may either lease or own the land (paying for any owned land from its own funds) and either lease or own the building, furniture, fixtures and equipment (paying for any owned items from its own funds). The following table illustrates the approximate average capital investment for a typical unit in the Company's primary restaurant concepts: Chili's Macaroni On The Cozymel's Maggiano's Corner Grill Border Bakery Land $ 690,000 $ 870,000 $ 820,000 $1,100,000 $2,220,000 $ 700,000 Building 1,110,000 1,200,000 1,360,000 1,400,000 2,200,000 450,000 Furniture 440,000 385,000 590,000 665,000 895,000 220,000 & Equipment Other 60,000 80,000 80,000 160,000 70,000 30,000 Total $2,300,000 $2,535,000 $2,850,000 $3,325,000 $5,385,000 $1,400,000 The specific rate at which the Company is able to open new restaurants is determined by its success in locating satisfactory sites, negotiating acceptable lease or purchase terms, securing appropriate local governmental permits and approvals, and by its capacity to supervise construction and recruit and train management personnel. Franchise Operations The Company intends to continue its expansion through franchise development, both domestically and internationally. At June 26, 2002, thirty-seven total joint venture or franchise development agreements existed. During the year ended June 26, 2002, twenty-three Chili's and two On The Border franchised restaurants were opened. During the year ended June 26, 2002, the first Chili's restaurants opened in Qatar (July 2001), Taiwan (November 2001), and Oman (December 2001). Additionally, the first Chili's restaurant opened in Alaska (May 2002) in the 2002 fiscal year. The Company intends to selectively pursue international expansion and is currently contemplating development in other countries. A typical franchise development agreement provides for payment of area development and initial franchise fees in addition to subsequent royalty and advertising fees based on the gross sales of each restaurant. Future franchise development agreements are expected to remain limited to enterprises having significant experience as restaurant operators and proven financial ability to develop multi-unit operations. Jointly-Developed Operations From time to time, the Company enters into agreements for research and development activities related to the testing of new restaurant concepts, typically acquiring a significant equity interest in such ventures. In July 2001, the Company acquired a 40% interest in the legal entities owning the Rockfish restaurants. At June 26, 2002, twelve Rockfish restaurants were operating, all located in the state of Texas. Restaurant Management The Company's philosophy to maintain and operate each concept as a distinct and separate entity ensures that the culture, recruitment and training programs and unique operating environments are preserved. These factors are critical to the viability of each concept. Each concept is directed by a president and one or more concept vice presidents and senior vice presidents. The Company's restaurant management structure varies by concept. The individual restaurants themselves are led by a management team including a general manager and between two to five additional managers. The level of restaurant supervision depends upon the operating complexity and sales volume of each concept. An area director/supervisor is responsible for the supervision of, on average, three to seven restaurants. For those concepts with a significant number of units within a geographical region, additional levels of management may be provided. The Company believes that there is a high correlation between the quality of restaurant management and the long- term success of a concept. In that regard, the Company encourages increased tenure at all management positions through various short and long-term incentive programs, including equity ownership. These programs, coupled with a general management philosophy emphasizing quality of life, have enabled the Company to attract and retain management employees at levels above the industry norm. The Company ensures consistent quality standards in all concepts through the issuance of operations manuals covering all elements of operations and food and beverage manuals, which provide guidance for preparation of Company- formulated recipes. Routine visitation to the restaurants by all levels of supervision enforces strict adherence to Company standards. The director of training for each concept is responsible for maintaining each concept's operational training program. The training program includes a three to four month training period for restaurant management trainees, a continuing management training process for managers and supervisors, and training teams consisting of groups of employees experienced in all facets of restaurant operations that train employees to open new restaurants. The training teams typically begin on-site training at a new restaurant seven to ten days prior to opening and remain on location one to two weeks following the opening to ensure the smooth transition to operating personnel. Purchasing The Company's ability to maintain consistent quality of products throughout each of its restaurant concepts depends upon acquiring food and beverage products and related items from reliable sources. Suppliers are pre- approved by the Company and are required, along with the restaurants, to adhere to strict product specifications established through the Company's quality assurance program to ensure that high quality, wholesome food and beverage products are served in the restaurants. The Company negotiates directly with the major suppliers to obtain competitive prices and uses purchase commitment contracts to stabilize the potentially volatile pricing associated with certain commodity items. All essential food and beverage products are available, or upon short notice can be made available, from alternative qualified suppliers in all cities in which the Company's restaurants are located. Because of the relatively rapid turnover of perishable food products, inventories in the restaurants, consisting primarily of food, beverages and supplies, have a modest aggregate dollar value in relation to revenues. Advertising and Marketing The Company's concepts generally focus on the eighteen to fifty-four year old age group, which constitutes approximately half of the United States population. Members of this population segment grew up on fast food, but the Company believes that, with increasing maturity, they prefer a more adult, upscale dining experience. To attract this target group, the Company relies primarily on television, radio, direct mail advertising and word-of-mouth information communicated by customers. The Company's franchise agreements require advertising contributions to the Company to be used exclusively for the purpose of maintaining, directly administering and preparing standardized advertising and promotional activities. Franchisees spend additional amounts on local advertising when approved by the Company. Employees At June 26, 2002, the Company employed approximately 90,000 persons, of whom approximately 1,100 were corporate personnel, 5,300 were restaurant area directors, managers or trainees and 83,600 were employed in non-management restaurant positions. The executive officers of the Company have an average of over twenty-two years of experience in the restaurant industry. The Company considers its employee relations to be good and believes that its employee turnover rate compares favorably with the industry average. Most employees, other than restaurant management and corporate personnel, are paid on an hourly basis. The Company believes that it provides working conditions and wages that compare favorably with those of its competition. The Company's employees are not covered by any collective bargaining agreements. Trademarks The Company has registered, among other marks, "Big Bowl", "Brinker International", "Chili's", "Chili's Bar & Bites", "Chili's Grill & Bar", "Chili's Margarita Bar", "Chili's Southwest Grill & Bar", "Chili's Too", "Corner Bakery", "Corner Bakery Cafe", "Cozymel's", "Cozymel's Coastal Mexican Grill", "Romano's Macaroni Grill", "Macaroni Grill", "Maggiano's Little Italy", "On The Border", "On The Border Mexican Cafe", and "Pizzaahhh!" as trademarks with the United States Patent and Trademark Office. Risk Factors/Forward-Looking Statements The Company wishes to caution readers that the following important factors, among others, could cause the actual results of the Company to differ materially from those indicated by forward-looking statements made in this report and from time to time in news releases, reports, proxy statements, registration statements and other written communications, as well as oral forward-looking statements made from time to time by representatives of the Company. Such forward-looking statements involve risks and uncertainties that may cause the Company's or the restaurant industry's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that might cause actual events or results to differ materially from those indicated by these forward-looking statements may include matters such as future economic performance, restaurant openings, operating margins, the availability of acceptable real estate locations for new restaurants, the sufficiency of the Company's cash balances and cash generated from operating and financing activities for the Company's future liquidity and capital resource needs, and other matters, and are generally accompanied by words such as "believes," "anticipates," "estimates," "predicts," "expects" and similar expressions that convey the uncertainty of future events or outcomes. An expanded discussion of various risk factors follows. Competition may adversely affect the Company's operations and financial results. The restaurant business is highly competitive with respect to price, service, restaurant location and food quality, and is often affected by changes in consumer tastes, economic conditions, population and traffic patterns. The Company competes within each market with locally-owned restaurants as well as national and regional restaurant chains, some of which operate more restaurants and have greater financial resources and longer operating histories than the Company. There is active competition for management personnel and for attractive commercial real estate sites suitable for restaurants. In addition, factors such as inflation, increased food, labor and benefits costs, and difficulty in attracting hourly employees may adversely affect the restaurant industry in general and the Company's restaurants in particular. The Company's sales volumes generally decrease in winter months. The Company's sales volumes fluctuate seasonally, and are generally higher in the summer months and lower in the winter months, which may cause seasonal fluctuations in the Company's operating results. Changes in governmental regulation may adversely affect the Company's ability to open new restaurants and the Company's existing and future operations. Each of the Company's restaurants is subject to licensing and regulation by alcoholic beverage control, health, sanitation, safety and fire agencies in the state, county and/or municipality in which the restaurant is located. The Company has not encountered any difficulties or failures in obtaining the required licenses or approvals that could delay or prevent the opening of a new restaurant and although the Company does not, at this time, anticipate any occurring in the future, there can be no assurance that the Company will not experience material difficulties or failures that could delay the opening of restaurants in the future. The Company is subject to federal and state environmental regulations, and although these have not had a material negative effect on the Company's operations, there can be no assurance that there will not be a material negative effect in the future. More stringent and varied requirements of local and state governmental bodies with respect to zoning, land use and environmental factors could delay or prevent development of new restaurants in particular locations. The Company is subject to the Fair Labor Standards Act, which governs such matters as minimum wages, overtime and other working conditions, along with the Americans With Disabilities Act and various family leave mandates. Although the Company expects increases in payroll expenses as a result of federal and state mandated increases in the minimum wage, and although such increases are not expected to be material, there can be no assurance that there will not be material increases in the future. However, the Company's vendors may be affected by higher minimum wage standards, which may result in increases in the price of goods and services supplied to the Company. Inflation may increase the Company's operating expenses. 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 increasing menu prices, by reviewing, then implementing, alternative products or processes, or by implementing other cost-reduction procedures. There can be no assurance, however, that the Company will be able to continue to recover increases in operating expenses due to inflation in this manner. Increased energy costs may adversely affect the Company's profitability. The Company's success depends in part on its ability to absorb increases in utility costs. Various regions of the United States in which the Company operates multiple restaurants, particularly California, experienced significant increases in utility prices during the 2001 fiscal year. If these increases should recur, they will have an adverse effect on the Company's profitability. If the Company is unable to meet its growth plan, the Company's profitability in the future may be adversely affected. The Company's ability to meet its growth plan is dependent upon, among other things, its ability to identify available, suitable and economically viable locations for new restaurants, obtain all required governmental permits (including zoning approvals and liquor licenses) on a timely basis, hire all necessary contractors and subcontractors, and meet construction schedules. The costs related to restaurant and concept development include purchases and leases of land, buildings and equipment and facility and equipment maintenance, repair and replacement. The labor and materials costs involved vary geographically and are subject to general price increases. As a result, future capital expenditure costs of restaurant development may increase, reducing profitability. There can be no assurance that the Company will be able to expand its capacity in accordance with its growth objectives or that the new restaurants and concepts opened or acquired will be profitable. Unfavorable publicity relating to one or more of the Company's restaurants in a particular brand may taint public perception of the brand. Multi-unit restaurant businesses can be adversely affected by publicity resulting from poor food quality, illness or other health concerns or operating issues stemming from one or a limited number of restaurants. In particular, since the Company depends heavily on the "Chili's" brand for a majority of its revenues, unfavorable publicity relating to one or more Chili's restaurants could have a material adverse effect on the Company's business, results of operations, and financial condition. Other risk factors may adversely affect the Company's financial performance. Other risk factors that could cause the Company's actual results to differ materially from those indicated in the forward-looking statements include, without limitation, changes in economic conditions, consumer perceptions of food safety, changes in consumer tastes, governmental monetary policies, changes in demographic trends, availability of employees, terrorist acts, and weather and other acts of God. Item 2. PROPERTIES. Restaurant Locations At June 26, 2002, the Company's system of company- operated, jointly-developed and franchised units included 1,268 restaurants located in forty-nine states, Washington, D.C., Australia, Bahrain, Canada, Egypt, Great Britain, Guatemala, Indonesia, Kuwait, Lebanon, Malaysia, Mexico, Oman, Panama, Peru, Philippines, Puerto Rico, Qatar, Saudi Arabia, South Korea, Taiwan, United Arab Emirates, and Venezuela. The Company's portfolio of restaurants is illustrated below: Chili's: Company-Operated 629 Franchise 191 Macaroni Grill: Company-Operated 177 Franchise 6 On The Border: Company-Operated 111 Franchise 18 Corner Bakery: Company-Operated 74 Franchise 2 Cozymel's 16 Maggiano's 20 Big Bowl 12 Rockfish 12 Total 1,268 The 820 Chili's restaurants include domestic locations in forty-nine states and foreign locations in 22 countries. The 183 Macaroni Grill restaurants include domestic locations in 38 states and foreign locations in Canada, Great Britain, Mexico and Puerto Rico. The On The Border, Cozymel's, Maggiano's, Corner Bakery, and Big Bowl restaurants are located exclusively within the United States in 30, 9, 10 (and the District of Columbia), 8 (and the District of Columbia), and 5 states, respectively. Restaurant Property Information The following table illustrates the approximate average dining capacity for each current prototypical unit in the Company's primary restaurant concepts: Chili's Macaroni On The Cozymel Maggiano's Grill Border Square 4,500-5,500 6,800-7,600 6,500-7,200 9,400 14,000-18,000 Feet Dining 145-215 250-275 220-240 380 500-725 Seats Dining 35-50 55-70 55-60 85 100-150 Tables Corner Bakery's size and dining capacity varies based upon whether it is an in-line or kiosk location. For a Corner Bakery located in a kiosk, the square footage ranges from 80 to 200 square feet, the number of dining seats varies from 0 to 40, and the number of dining tables varies from 0 to 15. For in-line Corner Bakery locations, the square footage ranges from 1,971 to 5,347, the number of dining seats ranges from 60 to 150, and the number of dining tables ranges from 20 to 50. Certain of the Company's restaurants are leased for an initial term of five to thirty years, with renewal terms of one to thirty years. The leases typically provide for a fixed rental plus percentage rentals based on sales volume. At June 26, 2002, the Company owned the land and/or building for 728 of the 1,039 Company-operated restaurants. The Company considers that its properties are suitable, adequate, well-maintained and sufficient for the operations contemplated. Other Properties The Company leases warehouse space totalling approximately 39,150 square feet in Carrollton, Texas, which it uses for storage of equipment and supplies. The Company purchased an office building containing approximately 105,000 square feet for its corporate headquarters in July 1989. This office building was expanded in May 1997 by the addition of a 2,470 square foot facility used for menu development activities. In January 1996, the Company purchased an additional office complex containing three buildings and approximately 198,000 square feet for the expansion of its corporate headquarters. Approximately 151,860 square feet of this complex is currently utilized by the Company, with the remaining 46,140 square feet under lease, listed for lease to third party tenants, or reserved for future expansion of the Company headquarters. In November 1997, the Company sold the office complex and is leasing it back under a twenty year operating lease. The Company also leases office space in Arizona, California, Florida, Illinois, Missouri, New Jersey, North Carolina, Rhode Island and Texas for use as regional operation or real estate/construction offices. The size of these office leases range from 144 square feet to 3,600 square feet. The Company owns or leases warehouse space in California, Georgia, Illinois and Texas for use as commissaries for the preparation of bread and other food products for its Corner Bakery stores. The size of these commissaries range from 11,383 square feet to 20,000 square feet. Item 3. LEGAL PROCEEDINGS. The Company is engaged in various legal proceedings and has certain unresolved claims pending. The ultimate liability, if any, for the aggregate amounts claimed cannot be determined at this time. However, management of the Company, based upon consultation with legal counsel, is of the opinion that there are no matters pending or threatened which are expected to have a material adverse effect, individually or in the aggregate, on the Company's consolidated financial condition or results of operations. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS. The Company's common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "EAT". Bid prices quoted represent interdealer prices without adjustment for retail markup, markdown and/or commissions, and may not necessarily represent actual transactions. The following table sets forth the quarterly high and low closing sales prices of the common stock, as reported by the NYSE. Fiscal Year ended June 26, 2002: High Low First Quarter $27.41 $22.45 Second Quarter $30.04 $22.51 Third Quarter $35.45 $29.39 Fourth Quarter $35.10 $30.03 Fiscal year ended June 27, 2001: High Low First Quarter $23.08 $19.04 Second Quarter $28.25 $20.08 Third Quarter $31.00 $23.25 Fourth Quarter $29.38 $21.56 On December 8, 2000, the Company declared a stock split, effected in the form of a 50% stock dividend ("Stock Dividend") to shareholders of record on January 3, 2001, payable on January 16, 2001. Stock prices in the preceding table and share numbers included or incorporated in this report have been restated to reflect the Stock Dividend. As of September 9, 2002, there were 1,126 holders of record of the Company's common stock. The Company has never paid cash dividends on its common stock and does not currently intend to do so as profits are reinvested into the Company to fund expansion of its restaurant business. Payment of dividends in the future will depend upon the Company's growth, profitability, financial condition and other factors, which the Board of Directors may deem relevant. In October 2001, the Company issued $431.7 million aggregate principal amount at maturity of Zero Coupon Convertible Senior Debentures Due 2021 (the "Debentures"). The Debentures and the common stock issuable upon conversion of the Debentures were not registered under the Securities Act of 1933, as amended. Banc of America Securities LLC and Salomon Smith Barney Inc. served as the joint book-running managers for the offering. The Debentures were offered and sold only to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act of 1933, as amended). The aggregate offering price for the Debentures was approximately $250.0 million and the aggregate underwriting discount of 2.125% was approximately $5.3 million. The Debentures are redeemable at the Company's option on October 10, 2004, and the holders of the Debentures may require the Company to redeem the Debentures on October 10, 2003, 2005, 2011 or 2016, and in certain other circumstances. In addition, each $1,000 Debenture is convertible into 18.08 shares of the Company's common stock if the stock's market price exceeds 120% of the accreted conversion price at specified dates, the Company exercises its option to redeem the Debentures, a credit rating of the Debentures is reduced below Baa3 and BBB-, or upon the occurrence of certain specified corporate transactions. The accreted conversion price is equal to the issue price of the Debenture plus accrued original issue discount divided by 18.08 shares. The proceeds of the offering were used for repayment of existing indebtedness, restaurant acquisitions, purchases of outstanding common stock under the Company's stock repurchase plan, and for general corporate purposes. Except as described in the immediately preceding paragraph, during the three-year period ended on September 9, 2002, the Company issued no securities which were not registered under the Securities Act of 1933, as amended. Item 6. SELECTED FINANCIAL DATA. "Selected Financial Data" is incorporated herein by reference from the 2002 Annual Report to Shareholders and is presented on page F-1 of Exhibit 13 to this report. Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. "Management's Discussion and Analysis of Financial Condition and Results of Operations" is incorporated herein by reference from the 2002 Annual Report to Shareholders and is presented on pages F-2 through F-9 of Exhibit 13 to this report. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. "Quantitative and Qualitative Disclosures About Market Risk" contained within "Management's Discussion and Analysis of Financial Condition and Results of Operations" is incorporated herein by reference from the 2002 Annual Report to Shareholders and is presented on page F-5 of Exhibit 13 to this report. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Reference is made to the Index to Financial Statements attached hereto on page 19 for a listing of all financial statements incorporated by reference from the 2002 Annual Report to Shareholders attached as part of Exhibit 13 to this report. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable. PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. "Election of Directors - Information About Nominees", "Board Organization", "Executive Officers", and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement to be dated on or about September 24, 2002, for the annual meeting of shareholders on November 14, 2002, are incorporated herein by reference. Item 11. EXECUTIVE COMPENSATION. "Executive Compensation" and "Report of the Compensation Committee" in the Company's Proxy Statement to be dated on or about September 24, 2002, for the annual meeting of shareholders on November 14, 2002, are incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. "Election of Directors - Stock Ownership of Directors", "Executive Compensation - Equity Compensation Plan Information", and "Stock Ownership of Certain Persons" in the Company's Proxy Statement to be dated on or about September 24, 2002, for the annual meeting of shareholders on November 14, 2002, are incorporated herein by reference. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. "Compensation Committee Interlocks and Insider Participation" in the Company's Proxy Statement to be dated on or about September 24, 2002, for the annual meeting of shareholders on November 14, 2002, is incorporated herein by reference. PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) (1) Financial Statements. Reference is made to the Index to Financial Statements attached hereto on page 19 for a listing of all financial statements attached as Exhibit 13 to this report. (a) (2) Financial Statement Schedules. None. (a) (3) Exhibits. Reference is made to the Exhibit Index preceding the exhibits attached hereto on page E-1 for a list of all exhibits filed as a part of this report. (b) Reports on Form 8-K The Company was not required to file a current report on Form 8-K during the fiscal quarter ended June 26, 2002. 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 By: /s/ Charles M. Sonsteby Charles M. Sonsteby, Executive Vice President and Chief Financial Officer Dated: September 24, 2002 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons of the registrant and in the capacities indicated on September 24, 2002. Name Title /s/ Ronald A. McDougall Chairman of the Board and Ronald A. McDougall Chief Executive Officer (Principal Executive Officer) /s/ Charles M. Sonsteby Executive Vice President and Chief Charles M. Sonsteby Financial Officer (Principal Financial and Accounting Officer) /s/ Douglas H. Brooks President, Chief Operating Officer Douglas H. Brooks and Director /s/ Dan W. Cook, III Director Dan W. Cook, III /s/ Marvin G. Girouard Director Marvin J. Girouard /s/ Frederick S. Humphries Director Frederick S. Humphries /s/ Ronald Kirk Director Ronald Kirk /s/ Jeffrey A. Marcus Director Jeffrey A. Marcus /s/ James E. Oesterreicher Director James E. Oesterreicher /s/ Cece Smith Director Cece Smith /s/ Roger T. Staubach Director Roger T. Staubach CERTIFICATIONS I, Ronald A. McDougall, certify that: 1. I have reviewed this annual report on Form 10-K of Brinker International, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. Date: September 24, 2002 /s/ Ronald A. McDougall Ronald A. McDougall, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) I, Charles M. Sonsteby, certify that: 1. I have reviewed this annual report on Form 10-K of Brinker International, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. Date: September 24, 2002 /s/ Charles M. Sonsteby Executive Vice President and Chief Financial Officer (Principal Financial Officer) INDEX TO FINANCIAL STATEMENTS The following is a listing of the financial statements which are attached hereto as part of Exhibit 13. Page Selected Financial Data F-1 Management's Discussion and Analysis of Financial Condition and Results of Operations F-2 Consolidated Statements of Income - F-10 Fiscal Years Ended June 26, 2002, June 27, 2001, and June 28, 2000 Consolidated Balance Sheets - F-11 June 26, 2002 and June 27, 2001 Consolidated Statements of Shareholders' F-12 Equity - Fiscal Years Ended June 26, 2002, June 27, 2001, and June 28, 2000 Consolidated Statements of Cash Flows - F-13 Fiscal Years Ended June 26, 2002, June 27, 2001, and June 28, 2000 Notes to Consolidated Financial Statements F-14 Independent Auditors' Report F-27 Management's Responsibility for Consolidated F-28 Financial Statements All schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes. INDEX TO EXHIBITS Exhibit 3(a) Certificate of Incorporation of the Registrant, as amended. (1) 3(b) Bylaws of the Registrant. (1) 4(a) Form of Zero Coupon Convertible Senior Debenture Due 2021. (2) 4(b) Indenture between the Registrant and SunTrust Bank, as Trustee. (2) 4(c) Registration Rights Agreement by and among the Registrant and the initial purchasers of the Debentures. (3) 10(a) Registrant's 1983 Incentive Stock Option Plan. (4) 10(b) Registrant's 1991 Stock Option Plan for Non-Employee Directors and Consultants. (5) 10(c) Registrant's 1992 Incentive Stock Option Plan. (5) 10(d) Registrant's Stock Option and Incentive Plan. (6) 10(e) Registrant's 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants. (7) 13 2002 Annual Report to Shareholders. (8) 21 Subsidiaries of the Registrant. (9) 23 Independent Auditors' Consent. (9) 99(a) Proxy Statement of Registrant. (10) 99(b) Certification by Ronald A. McDougall, Chairman of the Board and Chief Executive 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. (9) 99(c) Certification by Charles M. Sonsteby, 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. (9) _______________________ (1) Filed as an exhibit to annual report on Form 10-K for year ended June 28, 1995, and incorporated herein by reference. (2) Filed as an exhibit to registration statement on Form S- 3 filed December 11, 2001, SEC File No. 333-74902, and incorporated herein by reference. (3) Filed as an exhibit to quarterly report on Form 10-Q for the quarterly period ended September 26, 2001, and incorporated herein by reference. (4) Filed as an exhibit to annual report on Form 10-K for the year ended June 26, 1996, and incorporated herein by reference. (5) Filed as an exhibit to annual report on Form 10-K for the year ended June 25, 1997, and incorporated herein by reference. (6) Filed as an exhibit to annual report on Form 10-K for the year ended June 30, 1999 and incorporated herein by reference. (7) Filed as an exhibit to annual report on Form 10-K for the year ended June 28, 2000, and incorporated herein by reference. (8) Portions filed herewith, to the extent indicated herein. (9) Filed herewith. (10) To be filed on or about September 24, 2002.