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(Mark One)
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[X]
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended June 30, 2012
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Or
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[ ]
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the transition period from ______ to ______
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DELAWARE
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20-8023465
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Page No.
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|
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Item 1.
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3
|
|
|
|
|
|
|
|
|
|
|
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3
|
|
|
|
|
|
5
|
|
|
|
|
|
6
|
|
|
|
|
|
7
|
|
|
|
|
|
9
|
|
|
|
|
Item 2.
|
23
|
|
|
|
|
Item 3.
|
45
|
|
|
|
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Item 4.
|
45
|
|
|
|
|
|
|
|
|
|
|
Item 1A.
|
46
|
|
|
|
|
Item 2.
|
46
|
|
|
|
|
Item 5.
|
46
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|
|
|
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Item 6.
|
47
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|
|
|
|
|
48
|
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA, UNAUDITED)
|
|||||||
|
JUNE 30,
|
|
DECEMBER 31,
|
||||
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
279,954
|
|
|
$
|
482,084
|
|
Current portion of restricted cash
|
24,916
|
|
|
20,640
|
|
||
Inventories
|
74,131
|
|
|
69,223
|
|
||
Deferred income tax assets
|
28,040
|
|
|
31,959
|
|
||
Other current assets, net
|
85,801
|
|
|
104,373
|
|
||
Total current assets
|
492,842
|
|
|
708,279
|
|
||
Restricted cash
|
18,788
|
|
|
3,641
|
|
||
Property, fixtures and equipment, net
|
1,482,437
|
|
|
1,635,898
|
|
||
Investments in and advances to unconsolidated affiliates, net
|
35,256
|
|
|
35,033
|
|
||
Goodwill
|
268,902
|
|
|
268,772
|
|
||
Intangible assets, net
|
558,493
|
|
|
566,148
|
|
||
Other assets, net
|
144,104
|
|
|
136,165
|
|
||
Total assets
|
$
|
3,000,822
|
|
|
$
|
3,353,936
|
|
|
|
|
|
||||
|
(CONTINUED...)
|
|
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA, UNAUDITED)
|
|||||||
|
JUNE 30,
|
|
DECEMBER 31,
|
||||
|
2012
|
|
2011
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
102,351
|
|
|
$
|
97,393
|
|
Accrued and other current liabilities
|
176,255
|
|
|
211,486
|
|
||
Current portion of partner deposits and accrued partner obligations
|
16,828
|
|
|
15,044
|
|
||
Unearned revenue
|
193,512
|
|
|
299,596
|
|
||
Current portion of long-term debt
|
26,580
|
|
|
332,905
|
|
||
Current portion of guaranteed debt
|
24,500
|
|
|
—
|
|
||
Total current liabilities
|
540,026
|
|
|
956,424
|
|
||
Partner deposits and accrued partner obligations
|
91,913
|
|
|
98,681
|
|
||
Deferred rent
|
77,350
|
|
|
70,135
|
|
||
Deferred income tax liabilities
|
189,011
|
|
|
193,262
|
|
||
Long-term debt
|
1,737,210
|
|
|
1,751,885
|
|
||
Guaranteed debt
|
—
|
|
|
24,500
|
|
||
Other long-term liabilities, net
|
259,871
|
|
|
218,752
|
|
||
Total liabilities
|
2,895,381
|
|
|
3,313,639
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ Equity
|
|
|
|
|
|
||
Bloomin’ Brands, Inc. Stockholders’ Equity
|
|
|
|
|
|
||
Common stock, $0.01 par value, 120,000,000 shares authorized; 106,777,584 shares issued and outstanding at June 30, 2012; and 120,000,000 shares authorized; 106,573,193 shares issued and outstanding at December 31, 2011
|
1,068
|
|
|
1,066
|
|
||
Additional paid-in capital
|
877,474
|
|
|
874,753
|
|
||
Accumulated deficit
|
(755,617
|
)
|
|
(822,625
|
)
|
||
Accumulated other comprehensive loss
|
(25,857
|
)
|
|
(22,344
|
)
|
||
Total Bloomin’ Brands, Inc. stockholders’ equity
|
97,068
|
|
|
30,850
|
|
||
Noncontrolling interests
|
8,373
|
|
|
9,447
|
|
||
Total stockholders’ equity
|
105,441
|
|
|
40,297
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,000,822
|
|
|
$
|
3,353,936
|
|
|
|||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
|
|||||||
|
|
|
|
|
THREE MONTHS ENDED JUNE 30,
|
|
SIX MONTHS ENDED JUNE 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
$
|
970,021
|
|
|
$
|
946,033
|
|
|
$
|
2,015,487
|
|
|
$
|
1,939,142
|
|
Other revenues
|
10,845
|
|
|
9,469
|
|
|
21,005
|
|
|
18,209
|
|
||||
Total revenues
|
980,866
|
|
|
955,502
|
|
|
2,036,492
|
|
|
1,957,351
|
|
||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
315,472
|
|
|
305,003
|
|
|
651,331
|
|
|
622,767
|
|
||||
Labor and other related
|
271,400
|
|
|
275,314
|
|
|
564,901
|
|
|
558,121
|
|
||||
Other restaurant operating
|
230,877
|
|
|
224,692
|
|
|
449,842
|
|
|
438,849
|
|
||||
Depreciation and amortization
|
39,247
|
|
|
38,463
|
|
|
78,107
|
|
|
76,751
|
|
||||
General and administrative
|
72,216
|
|
|
69,548
|
|
|
148,218
|
|
|
131,126
|
|
||||
Provision for impaired assets and restaurant closings
|
4,654
|
|
|
3,723
|
|
|
9,089
|
|
|
3,931
|
|
||||
Income from operations of unconsolidated affiliates
|
(1,720
|
)
|
|
(1,995
|
)
|
|
(4,124
|
)
|
|
(5,641
|
)
|
||||
Total costs and expenses
|
932,146
|
|
|
914,748
|
|
|
1,897,364
|
|
|
1,825,904
|
|
||||
Income from operations
|
48,720
|
|
|
40,754
|
|
|
139,128
|
|
|
131,447
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(2,851
|
)
|
|
—
|
|
||||
Other (expense) income, net
|
(183
|
)
|
|
559
|
|
|
(129
|
)
|
|
256
|
|
||||
Interest expense, net
|
(24,037
|
)
|
|
(20,692
|
)
|
|
(45,011
|
)
|
|
(41,885
|
)
|
||||
Income before provision for income taxes
|
24,500
|
|
|
20,621
|
|
|
91,137
|
|
|
89,818
|
|
||||
Provision for income taxes
|
3,936
|
|
|
4,178
|
|
|
16,741
|
|
|
15,260
|
|
||||
Net income
|
20,564
|
|
|
16,443
|
|
|
74,396
|
|
|
74,558
|
|
||||
Less: net income attributable to noncontrolling interests
|
3,124
|
|
|
2,440
|
|
|
6,957
|
|
|
5,663
|
|
||||
Net income attributable to Bloomin’ Brands, Inc.
|
$
|
17,440
|
|
|
$
|
14,003
|
|
|
$
|
67,439
|
|
|
$
|
68,895
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
20,564
|
|
|
$
|
16,443
|
|
|
$
|
74,396
|
|
|
$
|
74,558
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(6,662
|
)
|
|
4,124
|
|
|
(3,513
|
)
|
|
7,144
|
|
||||
Comprehensive income
|
13,902
|
|
|
20,567
|
|
|
70,883
|
|
|
81,702
|
|
||||
Less: comprehensive income attributable to noncontrolling interests
|
3,124
|
|
|
2,440
|
|
|
6,957
|
|
|
5,663
|
|
||||
Comprehensive income attributable to Bloomin’ Brands, Inc.
|
$
|
10,778
|
|
|
$
|
18,127
|
|
|
$
|
63,926
|
|
|
$
|
76,039
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Bloomin’ Brands, Inc. per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.16
|
|
|
$
|
0.13
|
|
|
$
|
0.63
|
|
|
$
|
0.65
|
|
Diluted
|
$
|
0.16
|
|
|
$
|
0.13
|
|
|
$
|
0.63
|
|
|
$
|
0.65
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
106,361
|
|
|
106,135
|
|
|
106,361
|
|
|
106,135
|
|
||||
Diluted
|
107,380
|
|
|
106,214
|
|
|
107,255
|
|
|
106,362
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|||||||||||||||||||||
|
COMMON
STOCK |
|
COMMON
STOCK AMOUNT |
|
ADDITIONAL PAID-IN
CAPITAL |
|
ACCUM- ULATED
DEFICIT |
|
ACCUMULATED
OTHER COMPREHENSIVE LOSS |
|
NON-
CONTROLLING INTERESTS |
|
TOTAL
|
|||||||||||||
Balance,
December 31, 2011 |
106,573
|
|
|
$
|
1,066
|
|
|
$
|
874,753
|
|
|
$
|
(822,625
|
)
|
|
$
|
(22,344
|
)
|
|
$
|
9,447
|
|
|
$
|
40,297
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
67,439
|
|
|
—
|
|
|
6,957
|
|
|
74,396
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,513
|
)
|
|
—
|
|
|
(3,513
|
)
|
||||||
Stock-based compensation
|
261
|
|
|
3
|
|
|
1,460
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,463
|
|
||||||
Repurchase of common stock
|
(56
|
)
|
|
(1
|
)
|
|
316
|
|
|
(431
|
)
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
||||||
Issuance of notes receivable due from stockholders
|
—
|
|
|
—
|
|
|
(518
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(518
|
)
|
||||||
Repayments of notes receivable due from stockholders
|
—
|
|
|
—
|
|
|
1,463
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,463
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,409
|
)
|
|
(8,409
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
378
|
|
|
378
|
|
||||||
Balance,
June 30, 2012 |
106,778
|
|
|
$
|
1,068
|
|
|
$
|
877,474
|
|
|
$
|
(755,617
|
)
|
|
$
|
(25,857
|
)
|
|
$
|
8,373
|
|
|
$
|
105,441
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|||||||||||||||||||||
|
COMMON
STOCK |
|
COMMON
STOCK AMOUNT |
|
ADDITIONAL PAID-IN
CAPITAL |
|
ACCUM- ULATED
DEFICIT |
|
ACCUMULATED
OTHER COMPREHENSIVE LOSS |
|
NON-
CONTROLLING INTERESTS |
|
TOTAL
|
|||||||||||||
Balance,
December 31, 2010 |
106,573
|
|
|
$
|
1,066
|
|
|
$
|
871,963
|
|
|
$
|
(922,630
|
)
|
|
$
|
(19,633
|
)
|
|
$
|
13,323
|
|
|
$
|
(55,911
|
)
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
68,895
|
|
|
—
|
|
|
5,663
|
|
|
74,558
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,144
|
|
|
—
|
|
|
7,144
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,357
|
|
||||||
Issuance of notes receivable due from stockholders
|
—
|
|
|
—
|
|
|
(985
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(985
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
(7,520
|
)
|
|
(7,558
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
26
|
|
||||||
Balance,
June 30, 2011 |
106,573
|
|
|
$
|
1,066
|
|
|
$
|
872,297
|
|
|
$
|
(853,735
|
)
|
|
$
|
(12,489
|
)
|
|
$
|
11,492
|
|
|
$
|
18,631
|
|
|
SIX MONTHS ENDED JUNE 30,
|
||||||
|
2012
|
|
2011
|
||||
Cash flows provided by operating activities:
|
|
|
|
||||
Net income
|
$
|
74,396
|
|
|
$
|
74,558
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
78,107
|
|
|
76,751
|
|
||
Amortization of deferred financing fees
|
4,983
|
|
|
6,276
|
|
||
Amortization of capitalized gift card sales commissions
|
11,193
|
|
|
9,390
|
|
||
Provision for impaired assets and restaurant closings
|
9,089
|
|
|
3,931
|
|
||
Accretion on debt discounts
|
362
|
|
|
325
|
|
||
Stock-based and other non-cash compensation expense
|
16,029
|
|
|
20,420
|
|
||
Income from operations of unconsolidated affiliates
|
(4,124
|
)
|
|
(5,641
|
)
|
||
Change in deferred income taxes
|
(330
|
)
|
|
(57
|
)
|
||
Loss on disposal of property, fixtures and equipment
|
1,001
|
|
|
1,841
|
|
||
Unrealized gain on derivative financial instruments
|
(191
|
)
|
|
(35
|
)
|
||
Gain on life insurance and restricted cash investments
|
(2,208
|
)
|
|
(486
|
)
|
||
Loss on extinguishment of debt
|
2,851
|
|
|
—
|
|
||
Recognition of deferred gain on sale-leaseback transaction
|
(537
|
)
|
|
—
|
|
||
Change in assets and liabilities:
|
|
|
|
|
|
||
(Increase) decrease in inventories
|
(4,949
|
)
|
|
6,043
|
|
||
Decrease (increase) in other current assets
|
6,642
|
|
|
(19,624
|
)
|
||
Decrease in other assets
|
892
|
|
|
3,942
|
|
||
(Decrease) increase in accounts payable and accrued and other current liabilities
|
(38,141
|
)
|
|
20,994
|
|
||
Increase in deferred rent
|
7,208
|
|
|
5,506
|
|
||
Decrease in unearned revenue
|
(106,084
|
)
|
|
(95,292
|
)
|
||
Increase (decrease) in other long-term liabilities
|
1,515
|
|
|
(7,095
|
)
|
||
Net cash provided by operating activities
|
57,704
|
|
|
101,747
|
|
||
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
||
Purchases of Company-owned life insurance
|
(308
|
)
|
|
(789
|
)
|
||
Proceeds from sale of Company-owned life insurance
|
—
|
|
|
2,638
|
|
||
Proceeds from sale of property, fixtures and equipment
|
1,255
|
|
|
688
|
|
||
Proceeds from sale-leaseback transaction
|
192,886
|
|
|
—
|
|
||
Capital expenditures
|
(79,743
|
)
|
|
(49,230
|
)
|
||
Restricted cash received for capital expenditures, property taxes and certain deferred compensation plans
|
50,614
|
|
|
45,569
|
|
||
Restricted cash used to fund capital expenditures, property taxes and certain deferred compensation plans
|
(70,032
|
)
|
|
(70,417
|
)
|
||
Return on investment from unconsolidated affiliates
|
332
|
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
$
|
95,004
|
|
|
$
|
(71,541
|
)
|
|
|
|
|
||||
|
(CONTINUED...)
|
|
|
SIX MONTHS ENDED JUNE 30,
|
||||||
|
2012
|
|
2011
|
||||
Cash flows used in financing activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
$
|
495,186
|
|
|
$
|
—
|
|
Repayments of long-term debt
|
(12,211
|
)
|
|
(9,598
|
)
|
||
Extinguishment of debt
|
(777,563
|
)
|
|
—
|
|
||
Repayments of borrowings on revolving credit facilities
|
(33,000
|
)
|
|
(78,072
|
)
|
||
Deferred financing fees
|
(5,442
|
)
|
|
(52
|
)
|
||
Contributions from noncontrolling interests
|
378
|
|
|
26
|
|
||
Distributions to noncontrolling interests
|
(8,409
|
)
|
|
(7,558
|
)
|
||
Repayments of partner deposits and accrued partner obligations
|
(15,306
|
)
|
|
(21,188
|
)
|
||
Issuance of notes receivable due from stockholders
|
(83
|
)
|
|
(985
|
)
|
||
Repayments of notes receivable due from stockholders
|
1,463
|
|
|
—
|
|
||
Net cash used in financing activities
|
(354,987
|
)
|
|
(117,427
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
149
|
|
|
2,062
|
|
||
Net decrease in cash and cash equivalents
|
(202,130
|
)
|
|
(85,159
|
)
|
||
Cash and cash equivalents at the beginning of the period
|
482,084
|
|
|
365,536
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
279,954
|
|
|
$
|
280,377
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
39,923
|
|
|
$
|
36,328
|
|
Cash paid for income taxes, net of refunds
|
15,916
|
|
|
16,356
|
|
||
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
|
||
Conversion of partner deposits and accrued partner obligations to notes payable
|
$
|
3,932
|
|
|
$
|
3,814
|
|
Acquisitions of property, fixtures and equipment through accounts payable or capital lease liabilities
|
1,577
|
|
|
2,846
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
JUNE 30,
|
|
JUNE 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Net income attributable to Bloomin’ Brands, Inc.
|
$
|
17,440
|
|
|
$
|
14,003
|
|
|
$
|
67,439
|
|
|
$
|
68,895
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
106,360,717
|
|
|
106,134,814
|
|
|
106,360,717
|
|
|
106,134,814
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Effect of diluted securities:
|
|
|
|
|
|
|
|
||||||||
Stock options
|
900,623
|
|
|
42,856
|
|
|
804,517
|
|
|
212,687
|
|
||||
Unvested restricted stock
|
118,348
|
|
|
36,677
|
|
|
89,551
|
|
|
14,267
|
|
||||
Diluted weighted average common shares outstanding
|
107,379,688
|
|
|
106,214,347
|
|
|
107,254,785
|
|
|
106,361,768
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income attributable to Bloomin’ Brands, Inc. per common share
|
$
|
0.16
|
|
|
$
|
0.13
|
|
|
$
|
0.63
|
|
|
$
|
0.65
|
|
Diluted net income attributable to Bloomin’ Brands, Inc. per common share
|
$
|
0.16
|
|
|
$
|
0.13
|
|
|
$
|
0.63
|
|
|
$
|
0.65
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||
|
JUNE 30,
|
|
JUNE 30,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Stock options
|
550,000
|
|
|
1,488,000
|
|
|
550,000
|
|
|
1,488,000
|
|
|
|
JUNE 30,
|
|
DECEMBER 31,
|
||||
|
|
2012
|
|
2011
|
||||
Prepaid expenses
|
|
$
|
28,718
|
|
|
$
|
18,113
|
|
Accounts receivable - vendors, net
|
|
33,350
|
|
|
48,568
|
|
||
Accounts receivable - franchisees, net
|
|
2,787
|
|
|
2,396
|
|
||
Accounts receivable - other, net
|
|
6,018
|
|
|
11,869
|
|
||
Other current assets, net
|
|
14,928
|
|
|
23,427
|
|
||
|
|
$
|
85,801
|
|
|
$
|
104,373
|
|
|
|
JUNE 30,
|
|
DECEMBER 31,
|
||||
|
|
2012
|
|
2011
|
||||
Land
|
|
$
|
265,244
|
|
|
$
|
329,143
|
|
Buildings and building improvements
|
|
906,922
|
|
|
1,013,618
|
|
||
Furniture and fixtures
|
|
279,854
|
|
|
263,266
|
|
||
Equipment
|
|
388,356
|
|
|
362,649
|
|
||
Leasehold improvements
|
|
381,627
|
|
|
369,726
|
|
||
Construction in progress
|
|
32,208
|
|
|
22,011
|
|
||
Less: accumulated depreciation
|
|
(771,774
|
)
|
|
(724,515
|
)
|
||
|
|
$
|
1,482,437
|
|
|
$
|
1,635,898
|
|
|
|
JUNE 30,
|
|
DECEMBER 31,
|
||||
|
|
2012
|
|
2011
|
||||
Accrued payroll and other compensation
|
|
$
|
91,064
|
|
|
$
|
117,013
|
|
Accrued insurance
|
|
21,459
|
|
|
19,284
|
|
||
Other current liabilities
|
|
63,732
|
|
|
75,189
|
|
||
|
|
$
|
176,255
|
|
|
$
|
211,486
|
|
|
JUNE 30,
|
|
DECEMBER 31,
|
||||
|
2012
|
|
2011
|
||||
Senior secured term loan facility, interest rates of 2.56% and 2.63% at June 30, 2012 and December 31, 2011, respectively (1) (2)
|
$
|
1,007,850
|
|
|
$
|
1,014,400
|
|
Senior secured pre-funded revolving credit facility, interest rate of 2.63% at December 31, 2011 (2)
|
—
|
|
|
33,000
|
|
||
Mortgage loan, weighted average interest rate of 3.96% at June 30, 2012 (3)
|
323,530
|
|
|
—
|
|
||
First mezzanine loan, interest rate of 9.00% at June 30, 2012 (3)
|
87,465
|
|
|
—
|
|
||
Second mezzanine loan, interest rate of 11.25% at June 30, 2012 (3)
|
87,520
|
|
|
—
|
|
||
Note payable, weighted average interest rate of 0.98% at December 31, 2011 (3)
|
—
|
|
|
466,319
|
|
||
First mezzanine note, interest rate of 3.28% at December 31, 2011 (3)
|
—
|
|
|
88,900
|
|
||
Second mezzanine note, interest rate of 3.53% at December 31, 2011 (3)
|
—
|
|
|
123,190
|
|
||
Third mezzanine note, interest rate of 3.54% at December 31, 2011 (3)
|
—
|
|
|
49,095
|
|
||
Fourth mezzanine note, interest rate of 4.53% at December 31, 2011 (3)
|
—
|
|
|
48,113
|
|
||
Senior notes, interest rate of 10.00% at June 30, 2012 and December 31, 2011 (2)
|
248,075
|
|
|
248,075
|
|
||
Other notes payable, uncollateralized, interest rates ranging from 0.73% to 7.00% and from 0.76% to 7.00% at June 30, 2012 and December 31, 2011, respectively (2)
|
9,213
|
|
|
9,094
|
|
||
Sale-leaseback obligations (2)
|
2,375
|
|
|
2,375
|
|
||
Capital lease obligations (2)
|
2,382
|
|
|
2,520
|
|
||
Guaranteed debt, interest rate of 2.67% and 2.65% at June 30, 2012 and December 31, 2011, respectively (2)
|
24,500
|
|
|
24,500
|
|
||
|
1,792,910
|
|
|
2,109,581
|
|
||
Less: current portion of long-term debt
|
(26,580
|
)
|
|
(332,905
|
)
|
||
Less: guaranteed debt
|
(24,500
|
)
|
|
(24,500
|
)
|
||
Less: debt discount
|
(4,620
|
)
|
|
(291
|
)
|
||
Long-term debt, net
|
$
|
1,737,210
|
|
|
$
|
1,751,885
|
|
(1)
|
At
December 31, 2011
,
$61.9 million
of the Company’s outstanding senior secured term loan facility was at an interest rate of
4.50%
.
|
(2)
|
Represents obligations of OSI.
|
(3)
|
Represents obligations of New PRP (as defined below) at June 30, 2012 and obligations of PRP at December 31, 2011.
|
•
|
50%
of its “annual excess cash flow” (with step-downs to
25%
and
0%
based upon its rent-adjusted leverage ratio), as defined in the credit agreement and subject to certain exceptions;
|
•
|
100%
of its “annual minimum free cash flow,” as defined in the credit agreement, not to exceed
$75.0 million
for each fiscal year, if its rent-adjusted leverage ratio exceeds a certain minimum threshold;
|
•
|
100%
of the net proceeds of certain assets sales and insurance and condemnation events, subject to reinvestment rights and certain other exceptions; and
|
•
|
100%
of the net proceeds of any debt incurred, excluding permitted debt issuances.
|
|
|
JUNE 30,
|
|
DECEMBER 31,
|
||||
|
|
2012
|
|
2011
|
||||
Accrued insurance liability
|
|
$
|
40,542
|
|
|
$
|
39,575
|
|
Unfavorable leases, net of accumulated amortization of $20,083 and $18,891 at June 30, 2012 and December 31, 2011, respectively
|
|
59,918
|
|
|
62,012
|
|
||
Partner Equity Plan obligation
|
|
81,492
|
|
|
77,642
|
|
||
Supplemental Partner Equity Plan obligation
|
|
14,926
|
|
|
16,235
|
|
||
Deferred gain on Sale-Leaseback Transaction, net of accumulated amortization of $537 at June 30, 2012
|
|
40,255
|
|
|
—
|
|
||
Other long-term liabilities
|
|
22,738
|
|
|
23,288
|
|
||
|
|
$
|
259,871
|
|
|
$
|
218,752
|
|
|
|
JUNE 30, 2012
|
||||||||||||||
|
|
|
|
FAIR VALUE
|
||||||||||||
|
|
CARRYING VALUE
|
|
LEVEL 1
|
|
LEVEL 2
|
|
LEVEL 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds - cash equivalents
|
|
$
|
208
|
|
|
$
|
208
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Money market funds - restricted cash
|
|
23,084
|
|
|
23,084
|
|
|
—
|
|
|
—
|
|
||||
Total recurring fair value measurements
|
|
$
|
23,292
|
|
|
$
|
23,292
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
DECEMBER 31, 2011
|
||||||||||||||
|
|
|
|
FAIR VALUE
|
||||||||||||
|
|
CARRYING VALUE
|
|
LEVEL 1
|
|
LEVEL 2
|
|
LEVEL 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds - cash equivalents
|
|
$
|
30,208
|
|
|
$
|
30,208
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Money market funds - restricted cash
|
|
7,499
|
|
|
7,499
|
|
|
—
|
|
|
—
|
|
||||
Total recurring fair value measurements
|
|
$
|
37,707
|
|
|
$
|
37,707
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
JUNE 30, 2012
|
|
|
||||||||||||||||
|
|
|
|
REMAINING FAIR VALUE
|
|
THREE MONTHS ENDED
JUNE 30, 2012
|
||||||||||||||
|
|
CARRYING VALUE
|
|
LEVEL 1
|
|
LEVEL 2
|
|
LEVEL 3
|
|
TOTAL
LOSSES |
||||||||||
Long-lived assets held and used
|
|
$
|
2,075
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,075
|
|
|
$
|
4,654
|
|
|
|
JUNE 30, 2012
|
|
|
||||||||||||||||
|
|
|
|
REMAINING FAIR VALUE
|
|
SIX MONTHS ENDED
JUNE 30, 2012
|
||||||||||||||
|
|
CARRYING VALUE
|
|
LEVEL 1
|
|
LEVEL 2
|
|
LEVEL 3
|
|
TOTAL
LOSSES |
||||||||||
Long-lived assets held and used
|
|
$
|
2,933
|
|
|
$
|
—
|
|
|
$
|
650
|
|
|
$
|
2,283
|
|
|
$
|
9,088
|
|
UNOBSERVABLE INPUT
|
|
RANGE
|
Weighted-average costs of capital (1)
|
|
10.4% - 11.2%
|
Long-term growth rate
|
|
3.0%
|
Annual revenue growth rates (2)
|
|
(8.7)% - 4.3%
|
(1)
|
Weighted average of the costs of capital unobservable input range for the
six months ended June 30, 2012
was
10.9%
.
|
(2)
|
Weighted average of the annual revenue growth rate unobservable input range for the
six months ended June 30, 2012
was
2.6%
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JUNE 30, 2012
|
||||||||||||||
|
|
|
|
FAIR VALUE
|
||||||||||||
|
|
CARRYING VALUE
|
|
LEVEL 1
|
|
LEVEL 2
|
|
LEVEL 3
|
||||||||
Senior secured term loan facility (1)
|
|
$
|
1,007,850
|
|
|
$
|
—
|
|
|
$
|
990,213
|
|
|
$
|
—
|
|
Mortgage loan (2)
|
|
323,530
|
|
|
—
|
|
|
—
|
|
|
323,530
|
|
||||
First mezzanine loan (2)
|
|
87,465
|
|
|
—
|
|
|
—
|
|
|
87,465
|
|
||||
Second mezzanine loan (2)
|
|
87,520
|
|
|
—
|
|
|
—
|
|
|
87,520
|
|
||||
Senior notes (1)
|
|
248,075
|
|
|
—
|
|
|
254,897
|
|
|
—
|
|
||||
Other notes payable (1)
|
|
9,213
|
|
|
—
|
|
|
—
|
|
|
8,585
|
|
||||
Guaranteed debt (1)
|
|
24,500
|
|
|
—
|
|
|
—
|
|
|
22,790
|
|
(1)
|
Represents obligations of OSI.
|
(2)
|
Represents obligations of New PRP.
|
|
DECEMBER 31, 2011
|
||||||
|
CARRYING VALUE
|
|
FAIR VALUE
|
||||
Senior secured term loan facility
|
$
|
1,014,400
|
|
|
$
|
953,536
|
|
Senior secured pre-funded revolving credit facility
|
33,000
|
|
|
31,020
|
|
||
Senior notes
|
248,075
|
|
|
254,277
|
|
(i)
|
The restaurant industry is a highly competitive industry with many well-established competitors;
|
(ii)
|
Challenging economic conditions may affect our liquidity by adversely impacting numerous items that include, but are not limited to: consumer confidence and discretionary spending; the availability of credit presently arranged from our revolving credit facilities; the future cost and availability of credit; interest rates; foreign currency exchange rates; and the liquidity or operations of our third-party vendors and other service providers;
|
(iii)
|
Our ability to expand is dependent upon various factors such as the availability of attractive sites for new restaurants; our ability to obtain appropriate real estate sites at acceptable prices; our ability to obtain all required governmental permits including zoning approvals and liquor licenses on a timely basis; the impact of government moratoriums or approval processes, which could result in significant delays; our ability to obtain all necessary contractors and subcontractors; union activities such as picketing and hand billing that could delay construction; our ability to generate or borrow funds; our ability to negotiate suitable lease terms; the ability to recruit and train skilled management and restaurant employees; and our ability to receive the premises from the landlord’s developer without any delays;
|
(iv)
|
Our results can be impacted by changes in consumer tastes and the level of consumer acceptance of our restaurant concepts (including consumer tolerance of our prices); local, regional, national and international economic and political conditions; the seasonality of our business; demographic trends; traffic patterns and our ability to effectively respond in a timely manner to changes in traffic patterns; changes in consumer dietary habits; employee availability; the cost of advertising and media; government actions and policies; inflation or deflation; unemployment rates; interest rates; exchange rates; and increases in various costs, including construction, real estate and health insurance costs;
|
(v)
|
Weather, natural disasters and other disasters could result in construction delays and also adversely affect the results of one or more restaurants for an indeterminate amount of time;
|
(vi)
|
Our results can be impacted by tax and other legislation and regulation in the jurisdictions in which we operate and by accounting standards or pronouncements;
|
(vii)
|
Minimum wage increases and mandated employee benefits could cause a significant increase in our labor costs;
|
(viii)
|
Commodities, including but not limited to, such items as beef, chicken, shrimp, pork, seafood, dairy, potatoes, onions and energy supplies, are subject to fluctuation in price and availability and price could increase or decrease more than we expect;
|
(ix)
|
Our results can be affected by consumer reaction to public health issues;
|
(x)
|
Our results can be affected by consumer perception of food safety;
|
(xi)
|
Inability to protect customer credit and debit card data; and
|
(xii)
|
Our substantial leverage and significant restrictive covenants in our various credit facilities could adversely affect our ability to raise additional capital to fund our operations, limit our ability to make capital expenditures to invest in new or renovate restaurants, limit our ability to react to changes in the economy or our industry and expose us to interest rate risk in connection with our variable-rate debt.
|
•
|
Grow Comparable Restaurant Sales.
We plan to continue our efforts to remodel our Outback Steakhouse and Carrabba’s Italian Grill restaurants, use limited-time offers and multimedia marketing campaigns to drive traffic, grow beyond our traditional weekend dinner traffic and introduce innovative menu items that match evolving consumer preferences.
|
•
|
Pursue New Domestic and International Development With Strong Unit Level Economics.
We believe that a substantial development opportunity remains for our concepts in the U.S. and internationally. We added significant resources in site selection, construction and design in 2010 and 2011 to support the opening of new restaurants. We expect to open 30 or more restaurants in 2012 and increase the pace thereafter.
|
•
|
Drive Margin Improvement.
We believe we have the opportunity to increase our margins through cost reductions in labor, food cost, supply chain and restaurant facilities.
|
•
|
Average restaurant unit volumes
- average sales per restaurant to measure changes in customer traffic, pricing and development of the brand;
|
•
|
System-wide sales
- total restaurant sales volume for all Company-owned, franchise and unconsolidated joint venture restaurants, regardless of ownership, to interpret the overall health of our brands;
|
•
|
Comparable restaurant sales
- year-over-year comparison of sales volumes for domestic, Company-owned restaurants that are open 18 months or more in order to remove the impact of new restaurant openings in comparing the operations of existing restaurants; and
|
•
|
Customer satisfaction scores
- measurement of our customers’ experiences in a variety of key attributes.
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||
|
JUNE 30,
|
|
JUNE 30,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Revenues
|
|
|
|
|
|
|
|
||||
Restaurant sales
|
98.9
|
%
|
|
99.0
|
%
|
|
99.0
|
%
|
|
99.1
|
%
|
Other revenues
|
1.1
|
|
|
1.0
|
|
|
1.0
|
|
|
0.9
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (1)
|
32.5
|
|
|
32.2
|
|
|
32.3
|
|
|
32.1
|
|
Labor and other related (1)
|
28.0
|
|
|
29.1
|
|
|
28.0
|
|
|
28.8
|
|
Other restaurant operating (1)
|
23.8
|
|
|
23.8
|
|
|
22.3
|
|
|
22.6
|
|
Depreciation and amortization
|
4.0
|
|
|
4.0
|
|
|
3.8
|
|
|
3.9
|
|
General and administrative
|
7.4
|
|
|
7.3
|
|
|
7.3
|
|
|
6.7
|
|
Provision for impaired assets and restaurant closings
|
0.5
|
|
|
0.4
|
|
|
0.4
|
|
|
0.2
|
|
Income from operations of unconsolidated affiliates
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
Total costs and expenses
|
95.0
|
|
|
95.7
|
|
|
93.2
|
|
|
93.3
|
|
Income from operations
|
5.0
|
|
|
4.3
|
|
|
6.8
|
|
|
6.7
|
|
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
Other (expense) income, net
|
(*)
|
|
|
0.1
|
|
|
(*)
|
|
|
*
|
|
Interest expense, net
|
(2.5
|
)
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|
(2.1
|
)
|
Income before provision for income taxes
|
2.5
|
|
|
2.2
|
|
|
4.5
|
|
|
4.6
|
|
Provision for income taxes
|
0.4
|
|
|
0.5
|
|
|
0.8
|
|
|
0.8
|
|
Net income
|
2.1
|
|
|
1.7
|
|
|
3.7
|
|
|
3.8
|
|
Less: net income attributable to noncontrolling interests
|
0.3
|
|
|
0.2
|
|
|
0.4
|
|
|
0.3
|
|
Net income attributable to Bloomin’ Brands, Inc.
|
1.8
|
%
|
|
1.5
|
%
|
|
3.3
|
%
|
|
3.5
|
%
|
|
|
|
|
|
|
|
|
||||
Net income
|
2.1
|
|
|
1.7
|
|
|
3.7
|
|
|
3.8
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment
|
(0.7
|
)
|
|
0.4
|
|
|
(0.2
|
)
|
|
0.4
|
|
Comprehensive income
|
1.4
|
|
|
2.1
|
|
|
3.5
|
|
|
4.2
|
|
Less: comprehensive income attributable to noncontrolling interests
|
0.3
|
|
|
0.2
|
|
|
0.4
|
|
|
0.3
|
|
Comprehensive income attributable to Bloomin’ Brands, Inc.
|
1.1
|
%
|
|
1.9
|
%
|
|
3.1
|
%
|
|
3.9
|
%
|
(1)
|
As a percentage of Restaurant sales.
|
*
|
Less than 1/10
th
of one percent of Total revenues.
|
|
JUNE 30,
|
||||
|
2012
|
|
2011
|
||
Number of restaurants (at end of the period):
|
|
|
|
||
Outback Steakhouse
|
|
|
|
||
Company-owned - domestic
|
669
|
|
|
670
|
|
Company-owned - international
|
113
|
|
|
120
|
|
Franchised - domestic
|
106
|
|
|
107
|
|
Franchised and development joint venture - international
|
83
|
|
|
68
|
|
Total
|
971
|
|
|
965
|
|
Carrabba’s Italian Grill
|
|
|
|
|
|
Company-owned
|
230
|
|
|
231
|
|
Franchised
|
1
|
|
|
1
|
|
Total
|
231
|
|
|
232
|
|
Bonefish Grill
|
|
|
|
|
|
Company-owned
|
155
|
|
|
145
|
|
Franchised
|
7
|
|
|
7
|
|
Total
|
162
|
|
|
152
|
|
Fleming’s Prime Steakhouse and Wine Bar
|
|
|
|
|
|
Company-owned
|
64
|
|
|
64
|
|
Roy’s
|
|
|
|
|
|
Company-owned
|
22
|
|
|
22
|
|
System-wide total
|
1,450
|
|
|
1,435
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
JUNE 30,
|
|
JUNE 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
COMPANY-OWNED RESTAURANT SALES (in millions):
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
|
|
|
|
|
|
|
||||||||
Domestic
|
$
|
526
|
|
|
$
|
514
|
|
|
$
|
1,086
|
|
|
$
|
1,046
|
|
International
|
65
|
|
|
70
|
|
|
148
|
|
|
153
|
|
||||
Total
|
591
|
|
|
584
|
|
|
1,234
|
|
|
1,199
|
|
||||
Carrabba’s Italian Grill
|
173
|
|
|
172
|
|
|
360
|
|
|
352
|
|
||||
Bonefish Grill
|
124
|
|
|
113
|
|
|
251
|
|
|
227
|
|
||||
Fleming’s Prime Steakhouse and Wine Bar
|
61
|
|
|
57
|
|
|
128
|
|
|
120
|
|
||||
Other
|
21
|
|
|
20
|
|
|
42
|
|
|
41
|
|
||||
Total Company-owned restaurant sales
|
$
|
970
|
|
|
$
|
946
|
|
|
$
|
2,015
|
|
|
$
|
1,939
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
JUNE 30,
|
|
JUNE 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
FRANCHISE AND UNCONSOLIDATED JOINT VENTURE SALES (in millions) (1):
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
|
|
|
|
|
|
|
||||||||
Domestic
|
$
|
78
|
|
|
$
|
77
|
|
|
$
|
160
|
|
|
$
|
157
|
|
International
|
86
|
|
|
76
|
|
|
173
|
|
|
145
|
|
||||
Total
|
164
|
|
|
153
|
|
|
333
|
|
|
302
|
|
||||
Carrabba’s Italian Grill
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Bonefish Grill
|
4
|
|
|
5
|
|
|
9
|
|
|
9
|
|
||||
Total franchise and unconsolidated joint venture sales (1)
|
$
|
169
|
|
|
$
|
159
|
|
|
$
|
344
|
|
|
$
|
313
|
|
Income from franchise and unconsolidated joint ventures (2)
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
21
|
|
|
$
|
19
|
|
(1)
|
Franchise and unconsolidated joint venture sales are not included in revenues in the Consolidated Statements of Operations and Comprehensive Income.
|
(2)
|
Represents the franchise royalty and the portion of total income related to restaurant operations included in the Consolidated Statements of Operations and Comprehensive Income in the line items “Other revenues” and “
Income from operations of unconsolidated affiliates
,” respectively.
|
|
THREE MONTHS ENDED
|
|
|
|
|
|
SIX MONTHS ENDED
|
|
|
|
|
||||||||||||||||||
|
JUNE 30,
|
|
|
|
|
|
JUNE 30,
|
|
|
|
|
||||||||||||||||||
(dollars in millions):
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
||||||||||||||
Restaurant sales
|
$
|
970.0
|
|
|
$
|
946.0
|
|
|
$
|
24.0
|
|
|
2.5
|
%
|
|
$
|
2,015.5
|
|
|
$
|
1,939.1
|
|
|
$
|
76.4
|
|
|
3.9
|
%
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
JUNE 30,
|
|
JUNE 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Average restaurant unit volumes (weekly):
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
$
|
60,556
|
|
|
$
|
59,088
|
|
|
$
|
62,480
|
|
|
$
|
60,429
|
|
Carrabba’s Italian Grill
|
$
|
57,979
|
|
|
$
|
57,033
|
|
|
$
|
60,245
|
|
|
$
|
58,720
|
|
Bonefish Grill
|
$
|
62,417
|
|
|
$
|
60,031
|
|
|
$
|
63,634
|
|
|
$
|
60,501
|
|
Fleming’s Prime Steakhouse and Wine Bar
|
$
|
73,136
|
|
|
$
|
68,362
|
|
|
$
|
76,824
|
|
|
$
|
72,742
|
|
Operating weeks:
|
|
|
|
|
|
|
|
|
|||||||
Outback Steakhouse
|
8,697
|
|
|
8,710
|
|
|
17,394
|
|
|
17,324
|
|
||||
Carrabba’s Italian Grill
|
2,990
|
|
|
3,011
|
|
|
5,981
|
|
|
5,994
|
|
||||
Bonefish Grill
|
1,985
|
|
|
1,885
|
|
|
3,943
|
|
|
3,749
|
|
||||
Fleming’s Prime Steakhouse and Wine Bar
|
832
|
|
|
832
|
|
|
1,664
|
|
|
1,655
|
|
||||
Year over year percentage change:
|
|
|
|
|
|
|
|
|
|||||||
Menu price increases: (1)
|
|
|
|
|
|
|
|
|
|||||||
Outback Steakhouse
|
2.1
|
%
|
|
1.5
|
%
|
|
2.1
|
%
|
|
1.6
|
%
|
||||
Carrabba’s Italian Grill
|
2.0
|
%
|
|
1.8
|
%
|
|
2.2
|
%
|
|
1.5
|
%
|
||||
Bonefish Grill
|
2.2
|
%
|
|
1.8
|
%
|
|
2.5
|
%
|
|
1.4
|
%
|
||||
Fleming’s Prime Steakhouse and Wine Bar
|
2.2
|
%
|
|
2.8
|
%
|
|
2.3
|
%
|
|
2.4
|
%
|
||||
Comparable restaurant sales (stores open 18 months or more):
|
|
|
|
|
|
|
|
|
|||||||
Outback Steakhouse
|
2.3
|
%
|
|
1.8
|
%
|
|
3.8
|
%
|
|
3.1
|
%
|
||||
Carrabba’s Italian Grill
|
1.5
|
%
|
|
4.8
|
%
|
|
2.9
|
%
|
|
4.4
|
%
|
||||
Bonefish Grill
|
2.1
|
%
|
|
10.2
|
%
|
|
4.2
|
%
|
|
9.8
|
%
|
||||
Fleming’s Prime Steakhouse and Wine Bar
|
6.8
|
%
|
|
9.9
|
%
|
|
6.1
|
%
|
|
10.7
|
%
|
||||
Combined (concepts above)
|
2.4
|
%
|
|
4.0
|
%
|
|
3.8
|
%
|
|
4.7
|
%
|
|
|
THREE MONTHS ENDED
|
|
|
|
SIX MONTHS ENDED
|
|
|
||||||||||||||
|
|
JUNE 30,
|
|
|
|
JUNE 30,
|
|
|
||||||||||||||
(dollars in millions):
|
|
2012
|
|
2011
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||||||
Cost of sales
|
|
$
|
315.5
|
|
|
$
|
305.0
|
|
|
|
|
$
|
651.3
|
|
|
$
|
622.8
|
|
|
|
||
% of Restaurant sales
|
|
32.5
|
%
|
|
32.2
|
%
|
|
0.3
|
%
|
|
32.3
|
%
|
|
32.1
|
%
|
|
0.2
|
%
|
|
|
THREE MONTHS ENDED
|
|
|
|
SIX MONTHS ENDED
|
|
|
||||||||||||||
|
|
JUNE 30,
|
|
|
|
JUNE 30,
|
|
|
||||||||||||||
(dollars in millions):
|
|
2012
|
|
2011
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||||||
Labor and other related
|
|
$
|
271.4
|
|
|
$
|
275.3
|
|
|
|
|
$
|
564.9
|
|
|
$
|
558.1
|
|
|
|
||
% of Restaurant sales
|
|
28.0
|
%
|
|
29.1
|
%
|
|
(1.1
|
)%
|
|
28.0
|
%
|
|
28.8
|
%
|
|
(0.8
|
)%
|
|
|
THREE MONTHS ENDED
|
|
|
|
SIX MONTHS ENDED
|
|
|
||||||||||||||
|
|
JUNE 30,
|
|
|
|
JUNE 30,
|
|
|
||||||||||||||
(dollars in millions):
|
|
2012
|
|
2011
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||||||
Other restaurant operating
|
|
$
|
230.9
|
|
|
$
|
224.7
|
|
|
|
|
$
|
449.8
|
|
|
$
|
438.8
|
|
|
|
||
% of Restaurant sales
|
|
23.8
|
%
|
|
23.8
|
%
|
|
—
|
%
|
|
22.3
|
%
|
|
22.6
|
%
|
|
(0.3
|
)%
|
|
|
THREE MONTHS ENDED
|
|
|
|
SIX MONTHS ENDED
|
|
|
||||||||||||||||
|
|
JUNE 30,
|
|
|
|
JUNE 30,
|
|
|
||||||||||||||||
(in millions):
|
|
2012
|
|
2011
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||||||||
General and administrative
|
|
$
|
72.2
|
|
|
$
|
69.5
|
|
|
$
|
2.7
|
|
|
$
|
148.2
|
|
|
$
|
131.1
|
|
|
$
|
17.1
|
|
|
|
THREE MONTHS ENDED
|
|
|
|
SIX MONTHS ENDED
|
|
|
||||||||||||||||
|
|
JUNE 30,
|
|
|
|
JUNE 30,
|
|
|
||||||||||||||||
(in millions):
|
|
2012
|
|
2011
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||||||||
Provision for impaired assets and restaurant closings
|
|
$
|
4.7
|
|
|
$
|
3.7
|
|
|
$
|
1.0
|
|
|
$
|
9.1
|
|
|
$
|
3.9
|
|
|
$
|
5.2
|
|
|
|
THREE MONTHS ENDED
|
|
|
|
SIX MONTHS ENDED
|
|
|
||||||||||||||
|
|
JUNE 30,
|
|
|
|
JUNE 30,
|
|
|
||||||||||||||
(dollars in millions):
|
|
2012
|
|
2011
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||||||
Income from operations
|
|
$
|
48.7
|
|
|
$
|
40.8
|
|
|
|
|
|
$
|
139.1
|
|
|
$
|
131.4
|
|
|
|
|
% of Total revenues
|
|
5.0
|
%
|
|
4.3
|
%
|
|
0.7
|
%
|
|
6.8
|
%
|
|
6.7
|
%
|
|
0.1
|
%
|
|
|
THREE MONTHS ENDED
|
|
|
|
SIX MONTHS ENDED
|
|
|
||||||||||
|
|
JUNE 30,
|
|
|
|
JUNE 30,
|
|
|
||||||||||
|
|
2012
|
|
2011
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||
Effective income tax rate
|
|
16.1
|
%
|
|
20.3
|
%
|
|
(4.2
|
)%
|
|
18.4
|
%
|
|
17.0
|
%
|
|
1.4
|
%
|
|
|
SIX MONTHS ENDED JUNE 30,
|
||||||
|
|
2012
|
|
2011
|
||||
Net cash provided by operating activities
|
|
$
|
57,704
|
|
|
$
|
101,747
|
|
Net cash provided by (used in) investing activities
|
|
95,004
|
|
|
(71,541
|
)
|
||
Net cash used in financing activities
|
|
(354,987
|
)
|
|
(117,427
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
149
|
|
|
2,062
|
|
||
Net decrease in cash and cash equivalents
|
|
$
|
(202,130
|
)
|
|
$
|
(85,159
|
)
|
•
|
50%
of its “annual excess cash flow” (with step-downs to
25%
and
0%
based upon its rent-adjusted leverage ratio), as defined in the credit agreement and subject to certain exceptions;
|
•
|
100%
of its “annual minimum free cash flow,” as defined in the credit agreement, not to exceed
$75.0 million
for each fiscal year, if its rent-adjusted leverage ratio exceeds a certain minimum threshold;
|
•
|
100%
of the net proceeds of certain assets sales and insurance and condemnation events, subject to reinvestment rights and certain other exceptions; and
|
•
|
100%
of the net proceeds of any debt incurred, excluding permitted debt issuances.
|
UNOBSERVABLE INPUT
|
|
RANGE
|
Weighted-average costs of capital (1)
|
|
10.4% - 11.2%
|
Long-term growth rate
|
|
3.0%
|
Annual revenue growth rates (2)
|
|
(8.7)% - 4.3%
|
(1)
|
Weighted average of the costs of capital unobservable input range for the
six months ended June 30, 2012
was
10.9%
.
|
(2)
|
Weighted average of the annual revenue growth rate unobservable input range for the
six months ended June 30, 2012
was
2.6%
.
|
Number
|
|
Description
|
|
|
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation of Bloomin’ Brands, Inc. (included as an exhibit to Registrant’s Form S-8 filed on August 13, 2012 and incorporated herein by reference)
|
|
|
|
3.2
|
|
Second Amended and Restated Bylaws of Bloomin’ Brands, Inc. (included as an exhibit to Registrant’s Form S-8 filed on August 13, 2012 and incorporated herein by reference)
|
|
|
|
10.1*
|
|
Amended and Restated Employment Agreement made and entered into September 4, 2012 by and between Elizabeth A. Smith and Bloomin’ Brands, Inc. (filed herewith)
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
1
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
1
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Date:
|
September 5, 2012
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|
|
|
By: /s/ David J. Deno
|
|
|
|
David J. Deno
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
THE EXECUTIVE:
|
|
|
|
THE COMPANY:
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Elizabeth A. Smith
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
||
|
Elizabeth A. Smith
|
|
|
|
|
Name: Joseph J. Kadow
|
||
|
|
|
|
|
|
Title: Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
Signature:
|
|
|
|
|
Date signed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bloomin' Brands, Inc.
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
Date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Bloomin’ Brands, Inc.;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(c)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
September 5, 2012
|
/s/ Elizabeth A. Smith
|
|
|
Elizabeth A. Smith
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Bloomin’ Brands, Inc.;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(c)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
September 5, 2012
|
/s/ David J. Deno
|
|
|
David J. Deno
|
|
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report.
|
Date:
|
September 5, 2012
|
/s/ Elizabeth A. Smith
|
|
|
Elizabeth A. Smith
|
|
|
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report.
|
Date:
|
September 5, 2012
|
/s/ David J. Deno
|
|
|
David J. Deno
|
|
|
Executive Vice President and Chief Financial Officer
|