|
(Mark One)
|
|
[X]
|
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the fiscal year ended:
December 28, 2014
|
|
Or
|
[ ]
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the transition period from ______ to ______
|
Delaware
|
|
|
|
20-8023465
|
(State or other jurisdiction of incorporation or organization)
|
|
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
|
|
|
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
|
|
|
PAGE NO.
|
PART I
|
|
5
|
|
15
|
|
24
|
|
25
|
|
26
|
|
26
|
|
PART II
|
|
27
|
|
30
|
|
31
|
|
59
|
|
61
|
|
107
|
|
107
|
|
108
|
|
PART III
|
|
109
|
|
109
|
|
109
|
|
109
|
|
110
|
|
PART IV
|
|
111
|
|
118
|
(i)
|
Economic conditions and their effects on consumer confidence and discretionary spending, consumer traffic, the cost and availability of credit and interest rates;
|
(ii)
|
Our ability to compete in the highly competitive restaurant industry with many well-established competitors and new market entrants;
|
(iii)
|
Our ability to preserve and grow the reputation and value of our brands;
|
(iv)
|
Our ability to acquire attractive sites on acceptable terms, obtain required permits and approvals, recruit and train necessary personnel and obtain adequate financing in order to develop new restaurants as planned, and difficulties in estimating the performance of newly opened restaurants;
|
(v)
|
The effects of international economic, political, social and legal conditions on our foreign operations and on foreign currency exchange rates;
|
(vi)
|
Our ability to effectively respond to changes in patterns of consumer traffic, consumer tastes and dietary habits;
|
(vii)
|
Seasonal and periodic fluctuations in our results and the effects of significant adverse weather conditions and other disasters or unforeseen events;
|
(viii)
|
Our ability to comply with governmental laws and regulations, the costs of compliance with such laws and regulations and the effects of changes to applicable laws and regulations;
|
(ix)
|
Minimum wage increases and additional mandated employee benefits;
|
(x)
|
Fluctuations in the price and availability of commodities;
|
(xi)
|
Consumer reactions to public health and food safety issues;
|
(xii)
|
Our ability to protect our information technology systems from interruption or security breach and to protect consumer data and personal employee information; and
|
(xiii)
|
The effects of our substantial leverage and restrictive covenants in our various credit facilities on our ability to raise additional capital to fund our operations, to make capital expenditures to invest in new or renovate restaurants and to react to changes in the economy or our industry, and our exposure to interest rate risk in connection with our variable-rate debt.
|
|
DECEMBER 31,
|
|
2014 ACTIVITY
|
|
DECEMBER 28,
|
|
U.S. STATE
|
||||
|
2013
|
|
OPENED
|
|
CLOSED
|
|
2014
|
|
COUNT
|
||
Number of restaurants:
|
|
|
|
|
|
|
|
|
|
||
Outback Steakhouse
|
|
|
|
|
|
|
|
|
|
||
Company-owned—U.S.
|
663
|
|
3
|
|
|
(18
|
)
|
|
648
|
|
|
Company-owned—international (1) (2) (3)
|
169
|
|
24
|
|
|
(26
|
)
|
|
167
|
|
|
Franchised—U.S.
|
105
|
|
1
|
|
|
(1
|
)
|
|
105
|
|
|
Franchised—international (2)
|
51
|
|
5
|
|
|
(1
|
)
|
|
55
|
|
|
Total
|
988
|
|
33
|
|
|
(46
|
)
|
|
975
|
|
48
|
Carrabba’s Italian Grill
|
|
|
|
|
|
|
|
|
|
||
Company-owned
|
239
|
|
6
|
|
|
(3
|
)
|
|
242
|
|
|
Franchised
|
1
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Total
|
240
|
|
6
|
|
|
(3
|
)
|
|
243
|
|
32
|
Bonefish Grill
|
|
|
|
|
|
|
|
|
|
||
Company-owned (4)
|
187
|
|
17
|
|
|
(3
|
)
|
|
201
|
|
|
Franchised (4)
|
7
|
|
—
|
|
|
(2
|
)
|
|
5
|
|
|
Total
|
194
|
|
17
|
|
|
(5
|
)
|
|
206
|
|
37
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
|
|
|
|
|
|
|
|
||
Company-owned
|
65
|
|
1
|
|
|
—
|
|
|
66
|
|
28
|
Roy’s
|
|
|
|
|
|
|
|
|
|
||
Company-owned
|
21
|
|
—
|
|
|
(1
|
)
|
|
20
|
|
7
|
System-wide total
|
1,508
|
|
57
|
|
|
(55
|
)
|
|
1,510
|
|
|
(1)
|
The restaurant count for Brazil is reported as of November 30,
2014
and excludes
one
restaurant opened in December
2014
.
|
(2)
|
Effective December 28, 2014, we sold one Company-owned Outback Steakhouse location in Mexico to an existing franchisee.
|
(3)
|
The restaurant count as of
December 28, 2014
includes
21
locations scheduled to close during 2015, including
20
in South Korea.
|
(4)
|
Effective March 1, 2014, we acquired
two
Bonefish Grill restaurants from a franchisee.
|
|
Outback
Steakhouse
(U.S.)
|
|
Carrabba’s
Italian Grill
|
|
Bonefish Grill
|
|
Fleming’s
Prime Steakhouse & Wine Bar |
||||||||
Food & non-alcoholic beverage
|
89
|
%
|
|
84
|
%
|
|
77
|
%
|
|
71
|
%
|
||||
Alcoholic beverage
|
11
|
%
|
|
16
|
%
|
|
23
|
%
|
|
29
|
%
|
||||
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Average check per person
|
$
|
21
|
|
|
$
|
21
|
|
|
$
|
24
|
|
|
$
|
71
|
|
|
DECEMBER 28, 2014
|
|
DECEMBER 31, 2013
|
|
DECEMBER 31, 2012
|
||||||||||||
|
WEEKEND
|
|
WEEKDAY
|
|
WEEKEND
|
|
WEEKDAY
|
|
WEEKEND
|
|
WEEKDAY
|
||||||
Outback Steakhouse
|
100
|
%
|
|
61
|
%
|
|
100
|
%
|
|
35
|
%
|
|
100
|
%
|
|
19
|
%
|
Carrabba’s Italian Grill
|
100
|
%
|
|
55
|
%
|
|
100
|
%
|
|
40
|
%
|
|
100
|
%
|
|
9
|
%
|
|
ROYALTY PERCENTAGE
|
|
LOCATIONS
AS OF DECEMBER 28, 2014
|
||
U.S. sales, except for qualifying lunch sales, as described below
|
1.0%
|
-
|
1.5%
|
|
230
|
U.S. lunch sales for new restaurants opened on or after June 1, 2014 (1)
|
0.5%
|
|
4
|
||
U.S. lunch sales for existing restaurants that began serving weekday lunch on or after June 1, 2014 (2)
|
0.5%
|
|
14
|
(1)
|
Lunch sales for new locations are defined as sales occurring prior to 4 pm local time Monday through Saturday.
|
(2)
|
Weekday lunch sales for existing locations are defined as sales occurring prior to 4 pm local time Monday through Friday.
|
(all fees in thousands or as a % of gross Restaurant sales)
|
FRANCHISED
LOCATIONS |
|
INITIAL
FRANCHISE FEE |
|
MONTHLY FEES (2)
|
|||
|
|
ROYALTY
|
|
ADMIN.
|
||||
Outback Steakhouse-U.S.
|
105
|
|
|
$40
|
|
3.00% - 3.50%
|
|
0.50%
|
Outback Steakhouse-international (1)
|
55
|
|
|
$40 - $200
|
|
3.00% - 6.00%
|
|
n/a
|
Bonefish Grill
|
5
|
|
|
$50
|
|
3.50% - 4.00%
|
|
0.50%
|
Carrabba’s Italian Grill
|
1
|
|
|
$40
|
|
3.50% - 5.75%
|
|
n/a
|
(1)
|
Initial fees and royalties for international franchisees vary by market. Includes one franchised location in Guam.
|
(2)
|
Under the previous franchise agreement, a U.S. franchisee typically pays a monthly royalty fee, which varies by concept, and certain U.S. franchisees pay an additional marketing administration fee. Each U.S. franchisee is also generally required to expend or contribute, on a monthly basis, a minimum of 1.5% to 3.5% of each restaurant’s monthly gross sales for local and national advertising. Under the new U.S. franchise agreement, a U.S. franchisee typically pays a monthly royalty of 3.5% of the restaurant’s gross sales and is no longer required to pay a monthly administration fee. In addition, U.S. franchisees must contribute a percentage of gross sales for national marketing programs and must spend a certain amount of gross sales on local advertising, up to a maximum of 8.0% of gross restaurant sales.
|
•
|
immigration, employment, minimum wages, overtime, tip credits, worker conditions and health care;
|
•
|
nutritional labeling, nutritional content, menu labeling and food safety;
|
•
|
the Americans with Disabilities Act (“ADA”), which, among other things, requires our restaurants to meet federally mandated requirements for the disabled; and
|
•
|
information security, privacy, cashless payments, gift cards and consumer credit, protection and fraud.
|
NAME
|
|
AGE
|
|
POSITION
|
Elizabeth A. Smith
|
|
51
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
David J. Deno
|
|
57
|
|
Executive Vice President and Chief Financial and Administrative Officer
|
Donagh M. Herlihy
|
|
51
|
|
Executive Vice President, Digital and Chief Information Officer
|
Stephen K. Judge
|
|
46
|
|
Executive Vice President and President of Bonefish Grill
|
Joseph J. Kadow
|
|
58
|
|
Executive Vice President, Chief Legal Officer and Secretary
|
Patrick C. Murtha
|
|
57
|
|
Executive Vice President and President of Bloomin’ Brands International
|
David A. Pace
|
|
55
|
|
Executive Vice President and President of Carrabba’s Italian Grill
|
Amanda L. Shaw
|
|
43
|
|
Senior Vice President, Chief Accounting Officer and International Finance
|
Jeffrey S. Smith
|
|
52
|
|
Executive Vice President and President of Outback Steakhouse
|
•
|
the availability of attractive sites for new restaurants;
|
•
|
acquiring or leasing those sites at acceptable prices and other terms;
|
•
|
funding or financing our development;
|
•
|
obtaining all required permits, approvals and licenses on a timely basis;
|
•
|
recruiting and training skilled management and restaurant employees and retaining those employees on acceptable terms;
|
•
|
weather, natural disasters and other events or factors beyond our control resulting in construction or other delays; and
|
•
|
consumer tastes in new geographic regions and acceptance of our restaurant concepts and awareness of our brands in those regions.
|
•
|
making it more difficult for us to make payments on indebtedness;
|
•
|
increasing our vulnerability to general economic, industry and competitive conditions and the various risks we face in our business;
|
•
|
increasing our cost of borrowing;
|
•
|
requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures, dividend payments, share repurchases and future business opportunities;
|
•
|
exposing us to the risk of increased interest rates because certain of our borrowings under our senior secured credit facilities and commercial mortgage-backed securities loans are at variable rates of interest;
|
•
|
restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
|
•
|
limiting our ability to obtain additional financing for working capital, capital expenditures, restaurant development, debt service requirements, acquisitions and general corporate or other purposes; and
|
•
|
limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who may not be as highly leveraged.
|
U.S.
|
||||||||||||||
COMPANY-OWNED
|
|
FRANCHISE
|
||||||||||||
Alabama
|
20
|
|
|
Louisiana
|
21
|
|
|
Ohio
|
48
|
|
|
Alabama
|
1
|
|
Arizona
|
30
|
|
|
Maryland
|
42
|
|
|
Oklahoma
|
11
|
|
|
Alaska
|
1
|
|
Arkansas
|
11
|
|
|
Massachusetts
|
20
|
|
|
Pennsylvania
|
45
|
|
|
California
|
63
|
|
California
|
22
|
|
|
Michigan
|
37
|
|
|
Puerto Rico
|
1
|
|
|
Florida
|
2
|
|
Colorado
|
30
|
|
|
Minnesota
|
9
|
|
|
Rhode Island
|
4
|
|
|
Idaho
|
6
|
|
Connecticut
|
15
|
|
|
Mississippi
|
2
|
|
|
South Carolina
|
39
|
|
|
Mississippi
|
7
|
|
Delaware
|
3
|
|
|
Missouri
|
16
|
|
|
South Dakota
|
2
|
|
|
Montana
|
2
|
|
Florida
|
224
|
|
|
Montana
|
1
|
|
|
Tennessee
|
36
|
|
|
Ohio
|
1
|
|
Georgia
|
49
|
|
|
Nebraska
|
7
|
|
|
Texas
|
73
|
|
|
Oregon
|
7
|
|
Hawaii
|
6
|
|
|
Nevada
|
17
|
|
|
Utah
|
6
|
|
|
Tennessee
|
3
|
|
Illinois
|
27
|
|
|
New Hampshire
|
2
|
|
|
Vermont
|
1
|
|
|
Washington
|
18
|
|
Indiana
|
23
|
|
|
New Jersey
|
44
|
|
|
Virginia
|
62
|
|
|
|
|
|
Iowa
|
7
|
|
|
New Mexico
|
6
|
|
|
West Virginia
|
8
|
|
|
|
|
|
Kansas
|
8
|
|
|
New York
|
46
|
|
|
Wisconsin
|
12
|
|
|
|
|
|
Kentucky
|
17
|
|
|
North Carolina
|
65
|
|
|
Wyoming
|
2
|
|
|
|
|
|
Total U.S. company-owned
|
1,177
|
|
|
Total U.S. franchise
|
111
|
|
||||||||
INTERNATIONAL
|
||||||||||||||
COMPANY-OWNED
|
|
FRANCHISE
|
||||||||||||
Brazil (1)
|
63
|
|
|
Australia
|
7
|
|
|
Guam
|
1
|
|
|
Qatar
|
1
|
|
China (Mainland)
|
3
|
|
|
Bahamas
|
1
|
|
|
Indonesia
|
3
|
|
|
Saudia Arabia
|
4
|
|
Hong Kong
|
8
|
|
|
Canada
|
3
|
|
|
Japan
|
10
|
|
|
Singapore
|
2
|
|
South Korea (2)
|
93
|
|
|
Costa Rica
|
1
|
|
|
Malaysia
|
2
|
|
|
Taiwan
|
5
|
|
|
|
|
Dominican Republic
|
2
|
|
|
Mexico
|
6
|
|
|
Thailand
|
1
|
|
|
|
|
|
Ecuador
|
1
|
|
|
Philippines
|
4
|
|
|
United Arab Emirates
|
1
|
|
|
Total International company-owned
|
167
|
|
|
Total International franchise
|
55
|
|
(1)
|
The restaurant count for Brazil is reported as of November 30,
2014
and excludes
one
restaurant opened in December
2014
.
|
(2)
|
The restaurant count as of
December 28, 2014
includes
21
locations, primarily in South Korea, scheduled to close during 2015.
|
LOCATION
|
|
USE
|
|
SQUARE FEET
|
|
LEASE EXPIRATION
|
|
Tampa, Florida
|
|
Corporate Headquarters
|
|
168,000
|
|
|
1/31/2025
|
Newport Beach, California
|
|
Fleming’s Operations Center
|
|
3,941
|
|
|
2/28/2017
|
Seoul, Korea
|
|
Korea Operations Center
|
|
6,174
|
|
|
6/30/2017
|
São Paulo, Brazil
|
|
Brazil Operations Center
|
|
11,722
|
|
|
6/30/2019
|
|
2014
|
|
2013
|
||||||||||||
|
HIGH
|
|
LOW
|
|
HIGH
|
|
LOW
|
||||||||
First Quarter
|
$
|
26.45
|
|
|
$
|
21.59
|
|
|
$
|
18.99
|
|
|
$
|
15.86
|
|
Second Quarter
|
24.96
|
|
|
20.16
|
|
|
26.08
|
|
|
17.41
|
|
||||
Third Quarter
|
22.81
|
|
|
15.01
|
|
|
26.71
|
|
|
21.73
|
|
||||
Fourth Quarter
|
24.05
|
|
|
17.45
|
|
|
27.27
|
|
|
20.91
|
|
(in thousands, except exercise price)
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
PLAN CATEGORY
|
|
NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
|
|
WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
|
|
NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) (1)
|
||||
Equity compensation plans approved by security holders
|
|
9,777
|
|
|
$
|
11.59
|
|
|
5,253
|
|
(1)
|
The shares remaining available for issuance may be issued in the form of restricted stock, restricted stock units or other stock awards under the 2012 Incentive Plan.
|
|
|
AUGUST 8, 2012
|
|
DECEMBER 31, 2012
|
|
DECEMBER 31, 2013
|
|
DECEMBER 28, 2014
|
||||||||
Bloomin’ Brands, Inc. (BLMN)
|
|
$
|
100.00
|
|
|
$
|
126.03
|
|
|
$
|
193.47
|
|
|
$
|
191.38
|
|
Standard & Poor’s 500
|
|
100.00
|
|
|
102.72
|
|
|
135.96
|
|
|
156.76
|
|
||||
Standard & Poor’s Consumer Discretionary
|
|
100.00
|
|
|
107.53
|
|
|
153.58
|
|
|
168.55
|
|
MONTH
|
|
TOTAL NUMBER OF SHARES PURCHASED (1)
|
|
AVERAGE PRICE PAID PER SHARE
|
|
TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS
|
|
APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (2)
|
||||||
September 29, 2014 through October 26, 2014
|
|
—
|
|
|
$
|
—
|
|
|
*
|
|
*
|
|||
October 27, 2014 through November 23, 2014
|
|
—
|
|
|
$
|
—
|
|
|
*
|
|
*
|
|||
November 24, 2014 through December 28, 2014
|
|
2,652
|
|
|
$
|
23.02
|
|
|
—
|
|
|
$
|
100,000,000
|
|
Total
|
|
2,652
|
|
|
|
|
—
|
|
|
$
|
100,000,000
|
|
*
|
Not applicable as we did not have a share repurchase plan in effect until December 2014.
|
(1)
|
Common stock purchased during the
thirteen weeks ended December 28, 2014
represented shares which were withheld for tax payments due upon the vesting of employee restricted stock awards.
|
(2)
|
The Board of Directors authorized the repurchase of
$100.0 million
of our outstanding common stock as announced publicly in our press release issued on December 16, 2014. As of December 28, 2014,
no
shares had been repurchased under the program. The authorization expires on
June 12, 2016
.
|
|
FISCAL YEAR
|
||||||||||||||||||
(in thousands, except per share data)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Restaurant sales
|
$
|
4,415,783
|
|
|
$
|
4,089,128
|
|
|
$
|
3,946,116
|
|
|
$
|
3,803,252
|
|
|
$
|
3,594,681
|
|
Other revenues
|
26,928
|
|
|
40,102
|
|
|
41,679
|
|
|
38,012
|
|
|
33,606
|
|
|||||
Total revenues (1)
|
4,442,711
|
|
|
4,129,230
|
|
|
3,987,795
|
|
|
3,841,264
|
|
|
3,628,287
|
|
|||||
Income from operations (2)
|
191,964
|
|
|
225,357
|
|
|
181,137
|
|
|
213,452
|
|
|
168,911
|
|
|||||
Net income including noncontrolling interests (2) (3)
|
95,926
|
|
|
214,568
|
|
|
61,304
|
|
|
109,179
|
|
|
59,176
|
|
|||||
Net income attributable to Bloomin’ Brands (2) (3)
|
$
|
91,090
|
|
|
$
|
208,367
|
|
|
$
|
49,971
|
|
|
$
|
100,005
|
|
|
$
|
52,968
|
|
Basic earnings per share
|
$
|
0.73
|
|
|
$
|
1.69
|
|
|
$
|
0.45
|
|
|
$
|
0.94
|
|
|
$
|
0.50
|
|
Diluted earnings per share
|
$
|
0.71
|
|
|
$
|
1.63
|
|
|
$
|
0.44
|
|
|
$
|
0.94
|
|
|
$
|
0.50
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
3,344,286
|
|
|
$
|
3,278,476
|
|
|
$
|
3,016,553
|
|
|
$
|
3,353,936
|
|
|
$
|
3,243,411
|
|
Total debt, net
|
1,315,843
|
|
|
1,419,143
|
|
|
1,494,440
|
|
|
2,109,290
|
|
|
2,171,524
|
|
|||||
Total stockholders’ equity (deficit) (4)
|
556,449
|
|
|
482,709
|
|
|
220,205
|
|
|
40,297
|
|
|
(55,911
|
)
|
|||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
237,868
|
|
|
$
|
237,214
|
|
|
$
|
178,720
|
|
|
$
|
120,906
|
|
|
$
|
60,476
|
|
(1)
|
Total revenues in fiscal 2014 include
$46.0 million
of less restaurant sales due to a change in our fiscal year end.
|
(2)
|
Fiscal 2014 results include
$9.2 million
of less income from operations due to a change in our fiscal year end,
$26.8 million
of asset impairments and restaurant closing costs related to our International and Domestic Restaurant Closure Initiatives,
$24.0 million
of asset impairments related to our Roy’s concept and corporate airplanes and
$9.0 million
of severance related to our organizational realignment.
Fiscal year 2013
results include
$18.7 million
of asset impairments due to our Domestic Restaurant Closure Initiative.
Fiscal year 2012
includes $34.1 million of certain executive compensation costs and non-cash stock compensation charges incurred in connection with the completion of our IPO and $7.4 million of legal and other professional fees, primarily related to a lease amendment between OSI and PRP. Fiscal 2012, 2011 and 2010 results include management fees and other reimbursable expenses of $13.8 million, $9.4 million and $11.6 million, respectively, related to a management agreement with our sponsors and founders, which terminated at the time of our IPO.
|
(3)
|
Fiscal 2014, 2013 and 2012 include
$11.1 million
,
$14.6 million
and
$21.0 million
, respectively, of loss on extinguishment and modification for: (i) the refinancing in 2014, the repricing in 2013 and the refinancing in 2012 of our Senior Secured Credit Facility, (ii) the retirement of OSI’s senior notes in 2012 and (iii) the refinancing of the CMBS loan in 2012. Fiscal 2013 includes a
$36.6 million
gain on remeasurement of a previously held equity investment related to our Brazil acquisition. Fiscal 2013 includes a $52.0 million income tax benefit for a U.S. valuation allowance release. Fiscal 2011 includes a $33.2 million gain related to the recovery of a note receivable from an affiliated entity.
|
(4)
|
On August 13, 2012, we completed an IPO in which we issued and sold an aggregate of 14,196,845 shares of common stock at a price to the public of $11.00 per share. We received net proceeds in the offering of $142.2 million after deducting underwriting discounts and commissions and other offering related expenses.
|
•
|
An increase in total revenues of
7.6%
to
$4.4 billion
in
2014
as compared to
2013
, driven primarily by restaurants in Brazil that were acquired November 1, 2013 and an increase in sales from
100
restaurants not included in our comparable restaurant sales base.
|
•
|
An increase in system-wide sales of
2.4%
in
2014
as compared to
2013
. In addition, we grew blended domestic comparable restaurant sales by
2.0%
in
2014
.
|
•
|
Income from operations of
$192.0 million
in
2014
compared to
$225.4 million
in
2013
, which was primarily due to: (i) impairments and restaurant closing costs related to our International and Domestic Restaurant Closure Initiatives, (ii) asset impairments related to Roy’s and corporate aircraft, (iii) lower average unit volumes at our South Korea restaurants, (iv) higher General and administrative costs, and (v) higher Depreciation and amortization as a percentage of revenue. These decreases were partially offset by an increase in operating margins at the restaurant level.
|
•
|
Productivity and cost management initiatives provided savings of $65.4 million in
2014
; and
|
•
|
During fiscal year 2014, we paid down
$102.3 million
of our debt.
|
•
|
Domestically, the ongoing impacts of reduced disposable consumer income, unemployment or underemployment, access to credit, other national, regional and local regulatory and economic conditions and consumer confidence have had a negative effect on discretionary consumer spending.
|
•
|
In our South Korea market, higher levels of household debt have impacted discretionary consumer spending, particularly in the casual dining environment. As a result of macro-economic conditions, an increasingly competitive market and other factors, we decided to close 36 underperforming international locations, primarily in South Korea. We anticipate the restaurant closings in South Korea will promote a more efficient cost structure and allow us to maintain current levels of profitability in a continued declining market. As a result of these actions, we believe that we have significantly reduced the operational risk and financial impact related to our South Korea operations.
|
•
|
Grow Comparable Restaurant Sales.
We plan to continue to remodel our restaurants, use limited-time offers and multimedia marketing campaigns to drive traffic, selectively expand lunch and introduce innovative menu items that match evolving consumer preferences.
|
•
|
Pursue New Domestic Development Opportunities with Strong Unit Level Economics.
We believe that a substantial development opportunity remains for our concepts in the U.S. Our top domestic development priority is Bonefish Grill unit growth. We expect to open between
40
and
50
system-wide locations in 2015, with
40%
to
50%
expected to be domestic restaurants.
|
•
|
Pursue Strategic International Development in Selected Markets.
We continue to focus on existing geographic regions in Latin America and Asia, with strategic expansion in selected emerging and high growth developed markets. We are focusing our existing market growth in Brazil and new market growth in China. We expect at least
50%
of our new units in 2015 will be international locations.
|
•
|
Average restaurant unit volumes
—average sales per restaurant to measure changes in consumer traffic, pricing and development of the brand;
|
•
|
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;
|
•
|
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;
|
•
|
Adjusted restaurant-level operating margin, Adjusted income from operations, Adjusted net income, Adjusted diluted earnings per share, Adjusted diluted earnings per pro forma share, EBITDA and Adjusted EBITDA
—non-GAAP financial measures utilized to evaluate our operating performance, which
|
•
|
Consumer satisfaction scores
—measurement of our consumers’ experiences in a variety of key areas.
|
FISCAL PERIOD
|
|
2014 REPORTING PERIOD
|
|
2014 FISCAL
PERIOD DAYS
|
|
COMPARABLE
2013 FISCAL
PERIOD DAYS
|
|
FISCAL YEAR CHANGE IMPACT
(in operating days)
|
First fiscal quarter
|
|
January 1, 2014 to March 30, 2014
|
|
89
|
|
90
|
|
(1)
|
Second fiscal quarter
|
|
March 31, 2014 to June 29, 2014
|
|
91
|
|
91
|
|
—
|
Third fiscal quarter
|
|
June 30, 2014 to September 28, 2014
|
|
91
|
|
92
|
|
(1)
|
Fourth fiscal quarter
|
|
September 29, 2014 to December 28, 2014
|
|
91
|
|
92
|
|
(1)
|
Fiscal year
|
|
January 1, 2014 to December 28, 2014
|
|
362
|
|
365
|
|
(3)
|
|
DECEMBER 28, 2014
|
|
DECEMBER 31, 2013
|
|
DECEMBER 31, 2012
|
Number of restaurants (at end of the period):
|
|
|
|
|
|
Outback Steakhouse
|
|
|
|
|
|
Company-owned—U.S.
|
648
|
|
663
|
|
665
|
Company-owned—international (1) (2) (3)
|
167
|
|
169
|
|
115
|
Franchised—U.S.
|
105
|
|
105
|
|
106
|
Franchised and joint venture—international (1) (2)
|
55
|
|
51
|
|
89
|
Total
|
975
|
|
988
|
|
975
|
Carrabba’s Italian Grill
|
|
|
|
|
|
Company-owned
|
242
|
|
239
|
|
234
|
Franchised
|
1
|
|
1
|
|
1
|
Total
|
243
|
|
240
|
|
235
|
Bonefish Grill
|
|
|
|
|
|
Company-owned
|
201
|
|
187
|
|
167
|
Franchised
|
5
|
|
7
|
|
7
|
Total
|
206
|
|
194
|
|
174
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
|
|
|
|
Company-owned
|
66
|
|
65
|
|
65
|
Roy’s (4)
|
|
|
|
|
|
Company-owned
|
20
|
|
21
|
|
22
|
System-wide total
|
1,510
|
|
1,508
|
|
1,471
|
(1)
|
Effective November 1, 2013, we acquired a controlling interest in the Brazil Joint Venture resulting in the consolidation and reporting of 47 restaurants (as of the acquisition date) as Company-owned locations, which are reported as unconsolidated joint venture locations in the historical periods presented.
|
(2)
|
The restaurant count for Brazil is reported as of November 30,
2014
and excludes
one
restaurant opened in December
2014
. Restaurant counts for our Brazil were reported as of December 31
st
in fiscal year 2012.
|
(3)
|
The restaurant count as of
December 28, 2014
includes
21
locations scheduled to close during 2015, including
20
in South Korea.
|
(4)
|
On January 26, 2015, we sold our Roy’s concept.
|
|
FISCAL YEAR
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Revenues
|
|
|
|
|
|
|||
Restaurant sales
|
99.4
|
%
|
|
99.0
|
%
|
|
99.0
|
%
|
Other revenues
|
0.6
|
|
|
1.0
|
|
|
1.0
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Costs and expenses
|
|
|
|
|
|
|||
Cost of sales (1)
|
32.5
|
|
|
32.6
|
|
|
32.5
|
|
Labor and other related (1)
|
27.6
|
|
|
28.3
|
|
|
28.3
|
|
Other restaurant operating (1)
|
23.8
|
|
|
23.6
|
|
|
23.3
|
|
Depreciation and amortization
|
4.3
|
|
|
4.0
|
|
|
3.9
|
|
General and administrative
|
6.9
|
|
|
6.5
|
|
|
8.2
|
|
Provision for impaired assets and restaurant closings
|
1.2
|
|
|
0.6
|
|
|
0.3
|
|
Income from operations of unconsolidated affiliates
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
Total costs and expenses
|
95.7
|
|
|
94.5
|
|
|
95.5
|
|
Income from operations
|
4.3
|
|
|
5.5
|
|
|
4.5
|
|
Loss on extinguishment and modification of debt
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
Gain on remeasurement of equity method investment
|
—
|
|
|
0.9
|
|
|
—
|
|
Other expense, net
|
(*)
|
|
|
(*)
|
|
|
(*)
|
|
Interest expense, net
|
(1.3
|
)
|
|
(1.8
|
)
|
|
(2.2
|
)
|
Income before provision (benefit) for income taxes
|
2.7
|
|
|
4.2
|
|
|
1.8
|
|
Provision (benefit) for income taxes
|
0.5
|
|
|
(1.0
|
)
|
|
0.3
|
|
Net income
|
2.2
|
|
|
5.2
|
|
|
1.5
|
|
Less: net income attributable to noncontrolling interests
|
0.1
|
|
|
0.2
|
|
|
0.3
|
|
Net income attributable to Bloomin’ Brands
|
2.1
|
%
|
|
5.0
|
%
|
|
1.2
|
%
|
(1)
|
As a percentage of Restaurant sales.
|
*
|
Less than 1/10
th
of one percent of Total revenues.
|
|
FISCAL YEAR
|
||||||
(dollars in millions):
|
2014
|
|
2013
|
||||
For fiscal years 2013 and 2012
|
$
|
4,089.1
|
|
|
$
|
3,946.1
|
|
Change from:
|
|
|
|
||||
Brazil acquisition (1)
|
253.8
|
|
|
23.4
|
|
||
Restaurant openings (2)
|
136.4
|
|
|
98.0
|
|
||
Comparable restaurant sales (2)
|
40.5
|
|
|
28.8
|
|
||
Restaurant closings
|
(58.0
|
)
|
|
(7.2
|
)
|
||
Change in fiscal year
|
(46.0
|
)
|
|
—
|
|
||
For fiscal years 2014 and 2013
|
$
|
4,415.8
|
|
|
$
|
4,089.1
|
|
(1)
|
Includes restaurant sales for the 47 formerly unconsolidated joint venture restaurants in Brazil that were acquired November 1, 2013. Sales for restaurants opened in Brazil after November 1, 2013 are included in restaurant openings.
|
(2)
|
Summation of quarterly changes for restaurant openings and comparable restaurant sales will not total to annual amounts as the restaurants that meet the definition of a comparable restaurant will differ each period based on when the restaurant opened.
|
|
FISCAL YEAR
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Comparable restaurant sales (restaurants open 18 months or more):
|
|
|
|
|
|
|||
Outback Steakhouse
|
3.1
|
%
|
|
1.6
|
%
|
|
4.4
|
%
|
Carrabba’s Italian Grill
|
(1.0
|
)%
|
|
(0.2
|
)%
|
|
1.7
|
%
|
Bonefish Grill
|
0.5
|
%
|
|
—
|
%
|
|
3.2
|
%
|
Fleming’s Prime Steakhouse & Wine Bar
|
3.2
|
%
|
|
4.5
|
%
|
|
5.1
|
%
|
Combined (concepts above)
|
2.0
|
%
|
|
1.2
|
%
|
|
3.7
|
%
|
Year over year percentage change:
|
|
|
|
|
|
|
||
Menu price increases: (1)
|
|
|
|
|
|
|
||
Outback Steakhouse
|
2.9
|
%
|
|
2.5
|
%
|
|
2.2
|
%
|
Carrabba’s Italian Grill
|
2.7
|
%
|
|
2.2
|
%
|
|
2.3
|
%
|
Bonefish Grill
|
2.9
|
%
|
|
2.1
|
%
|
|
2.2
|
%
|
Fleming’s Prime Steakhouse & Wine Bar
|
3.1
|
%
|
|
3.4
|
%
|
|
2.0
|
%
|
(1)
|
The stated menu price changes exclude the impact of product mix shifts to new menu offerings.
|
|
FISCAL YEAR
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Average restaurant unit volumes (in thousands):
|
|
|
|
|
|
||||||
Outback Steakhouse
|
$
|
3,329
|
|
|
$
|
3,230
|
|
|
$
|
3,165
|
|
Carrabba’s Italian Grill
|
$
|
2,945
|
|
|
$
|
2,998
|
|
|
$
|
2,999
|
|
Bonefish Grill
|
$
|
3,135
|
|
|
$
|
3,131
|
|
|
$
|
3,162
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
$
|
4,163
|
|
|
$
|
4,082
|
|
|
$
|
3,929
|
|
Operating weeks:
|
|
|
|
|
|
|
|||||
Outback Steakhouse
|
33,687
|
|
|
34,600
|
|
|
34,959
|
|
|||
Carrabba’s Italian Grill
|
12,467
|
|
|
12,284
|
|
|
12,078
|
|
|||
Bonefish Grill
|
10,047
|
|
|
9,238
|
|
|
8,163
|
|
|||
Fleming’s Prime Steakhouse & Wine Bar
|
3,411
|
|
|
3,389
|
|
|
3,350
|
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||
(dollars in millions):
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||
Cost of sales
|
$
|
1,435.4
|
|
|
$
|
1,333.8
|
|
|
|
|
$
|
1,333.8
|
|
|
$
|
1,281.0
|
|
|
|
||
% of Restaurant sales
|
32.5
|
%
|
|
32.6
|
%
|
|
(0.1
|
)%
|
|
32.6
|
%
|
|
32.5
|
%
|
|
0.1
|
%
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||
(dollars in millions):
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||
Labor and other related
|
$
|
1,219.0
|
|
|
$
|
1,157.6
|
|
|
|
|
$
|
1,157.6
|
|
|
$
|
1,117.6
|
|
|
|
||
% of Restaurant sales
|
27.6
|
%
|
|
28.3
|
%
|
|
(0.7
|
)%
|
|
28.3
|
%
|
|
28.3
|
%
|
|
—
|
%
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||
(dollars in millions):
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||
Other restaurant operating
|
$
|
1,049.1
|
|
|
$
|
964.3
|
|
|
|
|
$
|
964.3
|
|
|
$
|
918.5
|
|
|
|
||
% of Restaurant sales
|
23.8
|
%
|
|
23.6
|
%
|
|
0.2
|
%
|
|
23.6
|
%
|
|
23.3
|
%
|
|
0.3
|
%
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||
(dollars in millions):
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||
Depreciation and amortization
|
$
|
190.9
|
|
|
$
|
164.1
|
|
|
|
|
$
|
164.1
|
|
|
$
|
155.5
|
|
|
|
||
% of Total revenues
|
4.3
|
%
|
|
4.0
|
%
|
|
0.3
|
%
|
|
4.0
|
%
|
|
3.9
|
%
|
|
0.1
|
%
|
|
FISCAL YEAR
|
||||||
(dollars in millions):
|
2014
|
|
2013
|
||||
For fiscal years 2013 and 2012
|
$
|
268.9
|
|
|
$
|
326.5
|
|
Change from:
|
|
|
|
||||
Brazil general and administrative
|
18.9
|
|
|
1.7
|
|
||
Severance
|
9.2
|
|
|
0.4
|
|
||
Employee stock-based compensation
|
3.1
|
|
|
8.3
|
|
||
Termination of split dollar life insurance policies
|
2.8
|
|
|
(4.7
|
)
|
||
Deferred compensation
|
3.0
|
|
|
(4.5
|
)
|
||
Compensation, benefits and payroll tax
|
4.8
|
|
|
(4.8
|
)
|
||
Legal & professional fees
|
1.2
|
|
|
(9.6
|
)
|
||
Incentive compensation
|
(6.1
|
)
|
|
(3.3
|
)
|
||
Other
|
(1.4
|
)
|
|
(0.1
|
)
|
||
IPO costs
|
—
|
|
|
(42.1
|
)
|
||
Management fees
|
—
|
|
|
(5.6
|
)
|
||
Gain on sale of a business
|
—
|
|
|
3.5
|
|
||
Legal settlement
|
—
|
|
|
3.2
|
|
||
For fiscal years 2014 and 2013
|
$
|
304.4
|
|
|
$
|
268.9
|
|
•
|
Costs associated with our Brazil operations, which we acquired a majority ownership in November 2013.
|
•
|
Severance increased primarily due to an organizational realignment of certain corporate functions.
|
•
|
Employee stock-based compensation increased due to new grants, partially offset by grants fully vesting and forfeitures.
|
•
|
In fiscal year 2014, we recognized
$1.9 million
of net gains related to the termination of split-dollar agreements with certain of our former executive officers compared to
$4.7 million
of net gains in fiscal year 2013.
|
•
|
Deferred compensation expense was higher due to a net decrease in the cash surrender value (“CSV”) of life insurance investments related to our partner deferred compensation programs.
|
•
|
Employee compensation, benefits and payroll tax were higher primarily due to higher capitalized costs in fiscal year 2013 due to a financial system project.
|
•
|
Legal and professional fees increased due to higher legal and tax fees supporting operational activities.
|
•
|
Incentive compensation decreased due to performance against current year objectives.
|
•
|
Higher costs associated with our Brazil operations, which we acquired a majority ownership in November 2013.
|
•
|
Employee stock-based compensation increased due to new grants, partially offset by grants fully vesting and forfeitures.
|
•
|
In fiscal year 2013, we recognized $4.7 million of net gains related to the termination of split-dollar agreements with certain of our former executive officers.
|
•
|
Deferred compensation expense was lower due to a net increase in the CSV of life insurance investments related to our partner deferred compensation programs.
|
•
|
Employee compensation, benefits and payroll tax decreased primarily due to higher capitalized costs in fiscal year 2013 due to a financial system development project.
|
•
|
Legal and other professional fees were lower primarily due to the amendment and restatement of a lease between OSI and PRP in 2012.
|
•
|
Incentive compensation decreased due to performance against current year objectives.
|
•
|
Expenses associated with our IPO in August 2012 included accelerated bonus expense, non-cash stock compensation expense for the vested portion of outstanding stock options and a management agreement termination fee.
|
•
|
Management fees decreased due to the termination of the management agreement in connection with our IPO.
|
•
|
The gain on sale of a business in fiscal year 2012 related to the collection of proceeds from the 2009 sale of our Cheeseburger in Paradise concept.
|
•
|
In fiscal year 2012, we recognized a gain from the settlement of lawsuits.
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||||
(in millions):
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||||
Provision for impaired assets and restaurant closings
|
$
|
52.1
|
|
|
$
|
22.8
|
|
|
$
|
29.3
|
|
|
$
|
22.8
|
|
|
$
|
13.0
|
|
|
$
|
9.8
|
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||
(dollars in millions):
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||
Income from operations
|
$
|
192.0
|
|
|
$
|
225.4
|
|
|
|
|
$
|
225.4
|
|
|
$
|
181.1
|
|
|
|
||
% of Total revenues
|
4.3
|
%
|
|
5.5
|
%
|
|
(1.2
|
)%
|
|
5.5
|
%
|
|
4.5
|
%
|
|
1.0
|
%
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||
Loss on extinguishment and modification of debt
|
11.1
|
|
|
14.6
|
|
|
(3.5
|
)
|
|
14.6
|
|
|
21.0
|
|
|
(6.4
|
)
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||||
(in millions):
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||||
Other expense, net
|
$
|
(1.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||||
(in millions):
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||||
Interest expense, net
|
$
|
59.7
|
|
|
$
|
74.8
|
|
|
$
|
(15.1
|
)
|
|
$
|
74.8
|
|
|
$
|
86.6
|
|
|
$
|
(11.8
|
)
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||
Effective income tax rate
|
20.0
|
%
|
|
(24.5
|
)%
|
|
44.5
|
%
|
|
(24.5
|
)%
|
|
16.5
|
%
|
|
(41.0
|
)%
|
|
|
FISCAL YEAR
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
COMPANY-OWNED RESTAURANT SALES (in millions):
|
|
|
|
|
|
|
||||||
Outback Steakhouse
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
2,168
|
|
|
$
|
2,142
|
|
|
$
|
2,115
|
|
International
|
|
583
|
|
|
344
|
|
|
315
|
|
|||
Total
|
|
2,751
|
|
|
2,486
|
|
|
2,430
|
|
|||
Carrabba’s Italian Grill
|
|
710
|
|
|
706
|
|
|
693
|
|
|||
Bonefish Grill
|
|
609
|
|
|
555
|
|
|
494
|
|
|||
Fleming’s Prime Steakhouse & Wine Bar
|
|
275
|
|
|
265
|
|
|
252
|
|
|||
Other
|
|
71
|
|
|
77
|
|
|
77
|
|
|||
Total Company-owned restaurant sales
|
|
$
|
4,416
|
|
|
$
|
4,089
|
|
|
$
|
3,946
|
|
|
|
FISCAL YEAR
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
FRANCHISE AND UNCONSOLIDATED JOINT VENTURE SALES (in millions):
|
|
|
|
|
|
|
||||||
Outback Steakhouse
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
323
|
|
|
$
|
317
|
|
|
$
|
281
|
|
International
|
|
122
|
|
|
335
|
|
|
357
|
|
|||
Total
|
|
445
|
|
|
652
|
|
|
638
|
|
|||
Carrabba’s Italian Grill
|
|
4
|
|
|
4
|
|
|
4
|
|
|||
Bonefish Grill
|
|
13
|
|
|
18
|
|
|
18
|
|
|||
Total franchise and unconsolidated joint venture sales
|
|
$
|
462
|
|
|
$
|
674
|
|
|
$
|
660
|
|
Income from franchise and unconsolidated joint ventures (1)
|
|
$
|
19
|
|
|
$
|
41
|
|
|
$
|
41
|
|
(1)
|
Represents franchise royalty and the portion of total income related to restaurant operations included in the Consolidated Statements of Operations and Comprehensive Income in Other revenues and Income from operations of unconsolidated affiliates, respectively. Income from operations of unconsolidated affiliates for fiscal year 2013 includes the results for our Brazil operations for the period from January 1, 2013 to October 31, 2013, which represents the period that such operations were accounted for as an equity method investment.
|
|
FISCAL YEAR
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||
|
U.S. GAAP
|
|
ADJUSTED (1)
|
|
U.S. GAAP
|
|
ADJUSTED (2)
|
|
U.S. GAAP (3)
|
|||||
Restaurant sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
32.5
|
%
|
|
32.5
|
%
|
|
32.6
|
%
|
|
32.6
|
%
|
|
32.5
|
%
|
Labor and other related
|
27.6
|
%
|
|
27.6
|
%
|
|
28.3
|
%
|
|
27.9
|
%
|
|
28.3
|
%
|
Other restaurant operating
|
23.8
|
%
|
|
24.0
|
%
|
|
23.6
|
%
|
|
23.6
|
%
|
|
23.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Restaurant-level operating margin
|
16.1
|
%
|
|
15.9
|
%
|
|
15.5
|
%
|
|
15.9
|
%
|
|
15.9
|
%
|
(1)
|
Includes adjustments primarily related to a
$6.1 million
legal settlement gain and the reversal of
$2.9 million
of deferred rent liabilities associated with the International and Domestic Restaurant Closure Initiatives, which were recorded in Other restaurant operating.
|
(2)
|
Includes an adjustment of
$17.0 million
for payroll tax audit contingencies, which were recorded in Labor and other related.
|
(3)
|
No adjustments impacted Restaurant-level operating margin during fiscal
2012
.
|
|
FISCAL YEAR
|
||||||||||
(in thousands, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
Income from operations
|
$
|
191,964
|
|
|
$
|
225,357
|
|
|
$
|
181,137
|
|
Operating income margin
|
4.3
|
%
|
|
5.5
|
%
|
|
4.5
|
%
|
|||
Adjustments:
|
|
|
|
|
|
||||||
Transaction-related expenses (1)
|
1,347
|
|
|
3,888
|
|
|
45,495
|
|
|||
Management fees and expenses (2)
|
—
|
|
|
—
|
|
|
13,776
|
|
|||
Severance (3)
|
9,045
|
|
|
—
|
|
|
—
|
|
|||
Asset impairments and related costs (4)
|
24,490
|
|
|
—
|
|
|
—
|
|
|||
Restaurant relocations and related costs (5)
|
249
|
|
|
—
|
|
|
—
|
|
|||
Restaurant impairments and closing costs (6)
|
26,841
|
|
|
18,695
|
|
|
—
|
|
|||
Gain on disposal of business (7)
|
—
|
|
|
—
|
|
|
(3,500
|
)
|
|||
Payroll tax audit contingency (8)
|
—
|
|
|
17,000
|
|
|
—
|
|
|||
Legal settlement
|
(6,070
|
)
|
|
—
|
|
|
—
|
|
|||
Purchased intangibles amortization (9)
|
5,952
|
|
|
560
|
|
|
—
|
|
|||
Adjusted income from operations
|
$
|
253,818
|
|
|
$
|
265,500
|
|
|
$
|
236,908
|
|
Adjusted operating income margin
|
5.7
|
%
|
|
6.4
|
%
|
|
5.9
|
%
|
|||
|
|
|
|
|
|
||||||
|
|
|
(CONTINUED...)
|
|
|||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
FISCAL YEAR
|
||||||||||
(in thousands, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
Net income attributable to Bloomin’ Brands
|
$
|
91,090
|
|
|
$
|
208,367
|
|
|
$
|
49,971
|
|
Transaction-related expenses (1)
|
1,347
|
|
|
3,888
|
|
|
45,495
|
|
|||
Management fees and expenses (2)
|
—
|
|
|
—
|
|
|
13,776
|
|
|||
Severance (3)
|
9,045
|
|
|
—
|
|
|
—
|
|
|||
Asset impairments and related costs (4)
|
24,490
|
|
|
—
|
|
|
—
|
|
|||
Restaurant relocations and related costs (5)
|
249
|
|
|
—
|
|
|
—
|
|
|||
Restaurant impairments and closing costs (6)
|
26,841
|
|
|
18,695
|
|
|
—
|
|
|||
Loss (gain) on disposal of business (7)
|
770
|
|
|
—
|
|
|
(3,500
|
)
|
|||
Payroll tax audit contingency (8)
|
—
|
|
|
17,000
|
|
|
—
|
|
|||
Legal settlement
|
(6,070
|
)
|
|
—
|
|
|
—
|
|
|||
Purchased intangibles amortization (9)
|
5,952
|
|
|
560
|
|
|
—
|
|
|||
Loss on extinguishment and modification of debt (10)
|
11,092
|
|
|
14,586
|
|
|
20,956
|
|
|||
Gain on remeasurement of equity method investment (11)
|
—
|
|
|
(36,608
|
)
|
|
—
|
|
|||
Total adjustments, before income taxes
|
73,716
|
|
|
18,121
|
|
|
76,727
|
|
|||
Adjustment to provision (benefit) for income taxes (12)
|
(23,996
|
)
|
|
(84,114
|
)
|
|
(12,660
|
)
|
|||
Net adjustments
|
49,720
|
|
|
(65,993
|
)
|
|
64,067
|
|
|||
Adjusted net income
|
$
|
140,810
|
|
|
$
|
142,374
|
|
|
$
|
114,038
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
$
|
0.71
|
|
|
$
|
1.63
|
|
|
$
|
0.44
|
|
Adjusted diluted earnings per share
|
$
|
1.10
|
|
|
$
|
1.11
|
|
|
$
|
0.99
|
|
Adjusted diluted earnings per pro forma share (13)
|
$
|
1.10
|
|
|
$
|
1.11
|
|
|
$
|
0.92
|
|
|
|
|
|
|
|
||||||
Diluted weighted average common shares outstanding
|
128,317
|
|
|
128,074
|
|
|
114,821
|
|
|||
Pro forma IPO adjustment (13)
|
—
|
|
|
—
|
|
|
8,684
|
|
|||
Pro forma diluted weighted average common shares outstanding (13)
|
128,317
|
|
|
128,074
|
|
|
123,505
|
|
(1)
|
Transaction-related expenses primarily relate to the following: (i) secondary offerings of our common stock completed in November 2014, March 2014 and May 2013; (ii) the refinancings of the Senior Secured Credit Facility in May 2014 and March 2012 and the CMBS Loan in 2012; (iii) costs incurred in 2013 to acquire a controlling ownership interest in our Brazil operations, and (iv) costs incurred in connection with the IPO completed in 2012, which includes certain executive and stock compensation costs.
|
(2)
|
Represents management fees and certain reimbursable expenses paid to a management company owned by our sponsors and founders.
|
(3)
|
Relates to severance incurred as a result of our organizational realignment.
|
(4)
|
Represents asset impairment charges and related costs associated with our decision to sell the Roy’s concept and corporate aircraft.
|
(5)
|
Represents accelerated depreciation incurred in connection with the Outback Steakhouse relocation program.
|
(6)
|
Represents impairments and expenses incurred for the Domestic and International Restaurant Closure Initiatives.
|
(7)
|
Represents a loss recognized on the 2014 sale of one Company-owned Outback Steakhouse location in Mexico to an existing franchisee and a gain associated with the 2012 collection of amounts due to us in connection with the 2009 sale of Cheeseburger in Paradise.
|
(8)
|
Related to an IRS payroll tax audit for the employer’s share of FICA taxes for cash tips.
|
(9)
|
Represents non-cash intangible amortization recorded as a result of the acquisition of our Brazil operations.
|
(10)
|
Related to: (i) the refinancing in April 2014, repricing in 2013 and refinancing in 2012 of our senior secured credit facility; (ii) the retirement of our senior notes in 2012, and (iii) the extinguishment of the previous CMBS Loan in 2012.
|
(11)
|
Represents recognition of a gain on remeasurement of the previously held equity investment in connection with the Brazil acquisition.
|
(12)
|
Income tax effect of adjustments for
fiscal year 2014
was calculated based on the statutory rate applicable to jurisdictions in which the above non-GAAP adjustments relate. For fiscal year 2013, we utilized a normalized annual effective tax rate of 22.0%, which excludes the income tax benefit of the valuation allowance release. For fiscal year 2012, adjustments were calculated using our full-year effective tax rate of 16.5%.
|
(13)
|
Gives pro forma effect in fiscal year 2012 to the issuance of shares in the IPO as if they were all outstanding on January 1, 2012. There is no effect of this adjustment for fiscal years 2014 and 2013.
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Net income attributable to Bloomin’ Brands
|
$
|
91,090
|
|
|
$
|
208,367
|
|
|
$
|
49,971
|
|
Provision (benefit) for income taxes
|
24,044
|
|
|
(42,208
|
)
|
|
12,106
|
|
|||
Interest expense, net
|
59,658
|
|
|
74,773
|
|
|
86,642
|
|
|||
Depreciation and amortization
|
190,911
|
|
|
164,094
|
|
|
155,482
|
|
|||
EBITDA
|
365,703
|
|
|
405,026
|
|
|
304,201
|
|
|||
Impairments, closings and disposals (1)
|
26,610
|
|
|
3,716
|
|
|
7,945
|
|
|||
Transaction-related expenses (2)
|
1,347
|
|
|
3,888
|
|
|
29,495
|
|
|||
Stock-based compensation expense
|
16,107
|
|
|
13,857
|
|
|
21,526
|
|
|||
Other (gains) losses (3)
|
(477
|
)
|
|
328
|
|
|
1,906
|
|
|||
Severance (4)
|
9,045
|
|
|
—
|
|
|
—
|
|
|||
Restaurant impairment and closing costs (5)
|
26,841
|
|
|
18,695
|
|
|
—
|
|
|||
Payroll tax audit contingency (6)
|
—
|
|
|
17,000
|
|
|
—
|
|
|||
Management fees and expenses (7)
|
—
|
|
|
—
|
|
|
13,776
|
|
|||
Loss (gain) on disposal of business (8)
|
770
|
|
|
—
|
|
|
(3,500
|
)
|
|||
Legal settlement
|
(6,070
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment and modification of debt (9)
|
11,092
|
|
|
14,586
|
|
|
20,957
|
|
|||
Gain on remeasurement of equity method investment (10)
|
—
|
|
|
(36,608
|
)
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
450,968
|
|
|
$
|
440,488
|
|
|
$
|
396,306
|
|
(1)
|
Represents non-cash impairment charges for fixed assets and intangible assets, cash and non-cash expense from restaurant closings and net gains or losses on the disposal of fixed assets. Includes asset impairment charges associated with our decision to sell the Roy’s concept and corporate aircraft.
|
(2)
|
Transaction-related expenses primarily relate to the following: (i) secondary offerings of our common stock completed in November 2014, March 2014 and May 2013; (ii) refinancings of the Senior Secured Credit Facility in May 2014 and March 2012 and the CMBS loan in 2012; (iii) costs incurred in 2013 to acquire a controlling ownership interest in our Brazil operations and (iv) costs incurred in connection with the IPO completed in 2012.
|
(3)
|
Represents (income) expense incurred as a result of (losses) gains on our partner deferred compensation participant investment accounts, foreign currency loss (gain) and the loss (gain) on the cash surrender value of executive life insurance.
|
(4)
|
Relates to severance expense incurred as a result of our organizational realignment.
|
(5)
|
Represents impairments and expenses incurred for the Domestic and International Restaurant Closure Initiatives.
|
(6)
|
Relates to an IRS payroll tax audit for the employer’s share of FICA taxes for cash tips.
|
(7)
|
Represents management fees and certain reimbursable expenses paid to a management company owned by our sponsors and founders.
|
(8)
|
Represents a loss recognized on the 2014 sale of one Company-owned Outback Steakhouse location in Mexico to an existing franchisee and a gain associated with the 2012 collection of amounts due to us in connection with the 2009 sale of Cheeseburger in Paradise.
|
(9)
|
Relates to the (i) refinancing in May 2014, repricing in 2013, and refinancing in 2012 of our Senior Secured Credit Facility; (ii) the retirement of our Senior Notes in 2012, and (iii) the extinguishment of the previous CMBS loan in 2012.
|
(10)
|
Represents recognition of a gain on remeasurement of the previously held equity investment in connection with the Brazil acquisition.
|
|
SENIOR SECURED CREDIT FACILITY
|
|
2012 CMBS LOAN
|
|
|
||||||||||||||||||||||
(in thousands)
|
TERM LOAN A
|
|
TERM LOAN B
|
|
REVOLVING FACILITY
|
|
FIRST MORTGAGE LOAN
|
|
FIRST MEZZANINE LOAN
|
|
SECOND MEZZANINE LOAN
|
|
TOTAL CREDIT FACILITIES
|
||||||||||||||
Balance as of December 31, 2012
|
$
|
—
|
|
|
$
|
1,000,000
|
|
|
$
|
—
|
|
|
$
|
319,574
|
|
|
$
|
87,048
|
|
|
$
|
87,273
|
|
|
$
|
1,493,895
|
|
2013 payments
|
—
|
|
|
(65,000
|
)
|
|
—
|
|
|
(7,930
|
)
|
|
(917
|
)
|
|
(569
|
)
|
|
(74,416
|
)
|
|||||||
Balance as of December 31, 2013
|
—
|
|
|
935,000
|
|
|
—
|
|
|
311,644
|
|
|
86,131
|
|
|
86,704
|
|
|
1,419,479
|
|
|||||||
2014 new debt issued (1)
|
300,000
|
|
|
—
|
|
|
400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700,000
|
|
|||||||
2014 payments (1) (2)
|
(3,750
|
)
|
|
(710,000
|
)
|
|
(75,000
|
)
|
|
(11,879
|
)
|
|
(1,004
|
)
|
|
(637
|
)
|
|
(802,270
|
)
|
|||||||
Balance as of
December 28, 2014 |
$
|
296,250
|
|
|
$
|
225,000
|
|
|
$
|
325,000
|
|
|
$
|
299,765
|
|
|
$
|
85,127
|
|
|
$
|
86,067
|
|
|
$
|
1,317,209
|
|
(1)
|
$700.0 million relates to the refinancing of our Senior Secured Credit Facility, which did not increase total indebtedness.
|
(2)
|
Subsequent to
December 28, 2014
we made payments of
$3.8 million
,
$10.0 million
and
$60.0 million
on our Term loan A, Term loan B and revolving credit facility, respectively.
|
|
INTEREST RATE
|
|
|
|
|
|
OUTSTANDING
|
|||||||||
(in thousands, except interest rate)
|
DECEMBER 28, 2014
|
|
ORIGINAL FACILITY
|
|
PRINCIPAL MATURITY DATE
|
|
DECEMBER 28, 2014
|
|
DECEMBER 31, 2013
|
|||||||
Term loan A, net of discount of $2.9 million
|
2.16
|
%
|
|
$
|
300,000
|
|
|
May 2019
|
|
$
|
296,250
|
|
|
$
|
—
|
|
Term loan B, net of discount of $10.0 million
|
3.50
|
%
|
|
225,000
|
|
|
October 2019
|
|
225,000
|
|
|
935,000
|
|
|||
Revolving credit facility
|
2.16
|
%
|
|
600,000
|
|
|
May 2019
|
|
325,000
|
|
|
—
|
|
|||
Total Senior Secured Credit Facility
|
|
|
1,125,000
|
|
|
|
|
846,250
|
|
|
935,000
|
|
||||
First mortgage loan (1)
|
4.08
|
%
|
|
324,800
|
|
|
April 2017
|
|
299,765
|
|
|
311,644
|
|
|||
First mezzanine loan
|
9.00
|
%
|
|
87,600
|
|
|
April 2017
|
|
85,127
|
|
|
86,131
|
|
|||
Second mezzanine loan
|
11.25
|
%
|
|
87,600
|
|
|
April 2017
|
|
86,067
|
|
|
86,704
|
|
|||
Total 2012 CMBS loan
|
|
|
500,000
|
|
|
|
|
470,959
|
|
|
484,479
|
|
||||
Total credit facilities
|
|
|
$
|
1,625,000
|
|
|
|
|
$
|
1,317,209
|
|
|
$
|
1,419,479
|
|
(1)
|
Represents the weighted-average interest rate for the respective period.
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by operating activities
|
$
|
352,006
|
|
|
$
|
377,264
|
|
|
$
|
340,091
|
|
Net cash (used in) provided by investing activities
|
(240,342
|
)
|
|
(346,137
|
)
|
|
19,944
|
|
|||
Net cash used in financing activities
|
(148,731
|
)
|
|
(87,127
|
)
|
|
(586,219
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(7,060
|
)
|
|
4,181
|
|
|
5,790
|
|
|||
Net decrease in cash and cash equivalents
|
$
|
(44,127
|
)
|
|
$
|
(51,819
|
)
|
|
$
|
(220,394
|
)
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Capital expenditures
|
$
|
(237,868
|
)
|
|
$
|
(237,214
|
)
|
|
$
|
(178,720
|
)
|
Acquisition of business, net of cash acquired
|
(3,063
|
)
|
|
(100,319
|
)
|
|
—
|
|
|||
Purchases of life insurance policies
|
(1,682
|
)
|
|
(4,159
|
)
|
|
(6,451
|
)
|
|||
Net change in restricted cash
|
(4,101
|
)
|
|
(8,907
|
)
|
|
4,200
|
|
|||
Proceeds from sale of life insurance policies
|
627
|
|
|
1,239
|
|
|
—
|
|
|||
Proceeds from disposal of property, fixtures and equipment
|
5,745
|
|
|
3,223
|
|
|
4,529
|
|
|||
Proceeds from sale-leaseback transaction
|
—
|
|
|
—
|
|
|
192,886
|
|
|||
Proceeds from sale of a business
|
—
|
|
|
—
|
|
|
3,500
|
|
|||
Net cash (used in) provided by investing activities
|
$
|
(240,342
|
)
|
|
$
|
(346,137
|
)
|
|
$
|
19,944
|
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Repayments of debt
|
$
|
(925,873
|
)
|
|
$
|
(180,805
|
)
|
|
$
|
(2,227,666
|
)
|
Purchase of limited partnership interests
|
(17,211
|
)
|
|
—
|
|
|
(40,582
|
)
|
|||
Repayments of partner deposits and accrued partner obligations
|
(24,925
|
)
|
|
(23,286
|
)
|
|
(25,397
|
)
|
|||
Financing fees
|
(4,492
|
)
|
|
(12,519
|
)
|
|
(18,983
|
)
|
|||
Distributions to noncontrolling interests
|
(3,190
|
)
|
|
(8,059
|
)
|
|
(13,977
|
)
|
|||
Proceeds from borrowings
|
816,088
|
|
|
100,000
|
|
|
1,596,186
|
|
|||
Proceeds from exercise of stock options, net of shares withheld for employee taxes
|
8,140
|
|
|
27,350
|
|
|
884
|
|
|||
Excess tax benefits from stock-based compensation
|
2,732
|
|
|
4,363
|
|
|
—
|
|
|||
Repayments of notes receivable due from stockholders
|
—
|
|
|
5,829
|
|
|
1,661
|
|
|||
Proceeds from the issuance of common stock in connection with initial public offering
|
—
|
|
|
—
|
|
|
142,242
|
|
|||
Issuance of notes receivable due from stockholders
|
—
|
|
|
—
|
|
|
(587
|
)
|
|||
Net cash used in financing activities
|
$
|
(148,731
|
)
|
|
$
|
(87,127
|
)
|
|
$
|
(586,219
|
)
|
|
DECEMBER 28,
|
|
DECEMBER 31,
|
||||
(in thousands)
|
2014
|
|
2013
|
||||
Current assets
|
$
|
600,551
|
|
|
$
|
483,396
|
|
Current liabilities
|
840,110
|
|
|
747,270
|
|
||
Working capital (deficit)
|
$
|
(239,559
|
)
|
|
$
|
(263,874
|
)
|
|
PAYMENTS DUE BY PERIOD
|
||||||||||||||||||
|
|
|
LESS THAN
|
|
1-3
|
|
3-5
|
|
MORE THAN
|
||||||||||
(in thousands)
|
TOTAL
|
|
1 YEAR
|
|
YEARS
|
|
YEARS
|
|
5 YEARS
|
||||||||||
Recorded Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt (1)
|
$
|
1,321,916
|
|
|
$
|
27,601
|
|
|
$
|
501,130
|
|
|
$
|
791,927
|
|
|
$
|
1,258
|
|
Deferred compensation and other partner obligations (2)
|
202,805
|
|
|
42,921
|
|
|
71,976
|
|
|
46,672
|
|
|
41,236
|
|
|||||
Other recorded contractual obligations (3)
|
25,031
|
|
|
6,508
|
|
|
6,664
|
|
|
2,888
|
|
|
8,971
|
|
|||||
Unrecorded Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest (4)
|
195,256
|
|
|
55,928
|
|
|
96,126
|
|
|
43,202
|
|
|
—
|
|
|||||
Operating leases
|
1,012,906
|
|
|
146,855
|
|
|
245,068
|
|
|
176,941
|
|
|
444,042
|
|
|||||
Purchase obligations (5)
|
563,175
|
|
|
303,470
|
|
|
104,071
|
|
|
92,700
|
|
|
62,934
|
|
|||||
Total contractual obligations
|
$
|
3,321,089
|
|
|
$
|
583,283
|
|
|
$
|
1,025,035
|
|
|
$
|
1,154,330
|
|
|
$
|
558,441
|
|
(1)
|
Includes capital lease obligations. Excludes unamortized discount of
$6.1 million
.
|
(2)
|
Includes deferred compensation obligations, deposits and other accrued obligations due to our restaurant partners. Timing and amounts of payments may vary significantly based on employee turnover, return of deposits and changes to buyout values.
|
(3)
|
Includes other long-term liabilities primarily consisting of non-partner deferred compensation obligations, restaurant closing cost liabilities and asset retirement obligations. As of
December 28, 2014
, unrecognized tax benefits of
$17.6 million
were excluded from the table since it is not possible to estimate when these future payments will occur.
|
(4)
|
Projected future interest payments on long-term debt are based on interest rates in effect as of
December 28, 2014
and assume only scheduled principal payments. Estimated interest expense includes the impact of our variable-to-fixed interest rate swap agreements. As of
December 28, 2014
, we had a derivative liability of
$3.9 million
for the interest rate swap agreements recorded in our Consolidated Balance Sheet.
|
(5)
|
Purchase obligations include agreements to purchase goods or services that are enforceable, are legally binding and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. We have purchase obligations with various vendors that consist primarily of inventory, advertising, technology and store level service contracts.
|
(1)
|
The potential change from a hypothetical 100 basis point increase in short-term interest rates.
|
(2)
|
The potential change from a hypothetical basis point decrease in short-term interest rates based on the LIBOR curve with a floor of zero. The curve ranges from our current interest rate of 16 basis points to 71 basis points.
|
(3)
|
Excludes the floating rate component of the 2012 CMBS Loan.
|
|
PAGE NO.
|
|
|
62
|
|
|
|
63
|
|
|
|
65
|
|
|
|
66
|
|
|
|
68
|
|
|
|
70
|
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
|
|||||||
|
DECEMBER 28,
|
|
DECEMBER 31,
|
||||
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
165,744
|
|
|
$
|
209,871
|
|
Current portion of restricted cash and cash equivalents
|
6,829
|
|
|
3,364
|
|
||
Inventories
|
80,817
|
|
|
80,613
|
|
||
Deferred income tax assets
|
123,866
|
|
|
70,802
|
|
||
Assets held for sale
|
16,667
|
|
|
1,034
|
|
||
Other current assets, net
|
206,628
|
|
|
117,712
|
|
||
Total current assets
|
600,551
|
|
|
483,396
|
|
||
Restricted cash
|
25,451
|
|
|
25,055
|
|
||
Property, fixtures and equipment, net
|
1,629,311
|
|
|
1,633,263
|
|
||
Goodwill
|
341,540
|
|
|
352,118
|
|
||
Intangible assets, net
|
585,432
|
|
|
617,133
|
|
||
Deferred income tax assets
|
6,038
|
|
|
2,392
|
|
||
Other assets, net
|
155,963
|
|
|
165,119
|
|
||
Total assets
|
$
|
3,344,286
|
|
|
$
|
3,278,476
|
|
|
|
|
|
||||
|
(CONTINUED...)
|
|
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
|
|||||||
|
DECEMBER 28,
|
|
DECEMBER 31,
|
||||
|
2014
|
|
2013
|
||||
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
191,207
|
|
|
$
|
164,619
|
|
Accrued and other current liabilities
|
237,844
|
|
|
197,114
|
|
||
Current portion of partner deposits and accrued partner obligations
|
8,399
|
|
|
12,548
|
|
||
Unearned revenue
|
376,696
|
|
|
359,443
|
|
||
Current portion of long-term debt
|
25,964
|
|
|
13,546
|
|
||
Total current liabilities
|
840,110
|
|
|
747,270
|
|
||
Partner deposits and accrued partner obligations
|
69,766
|
|
|
78,116
|
|
||
Deferred rent
|
121,819
|
|
|
105,963
|
|
||
Deferred income tax liabilities
|
181,125
|
|
|
150,051
|
|
||
Long-term debt, net
|
1,289,879
|
|
|
1,405,597
|
|
||
Other long-term liabilities, net
|
260,405
|
|
|
286,786
|
|
||
Total liabilities
|
2,763,104
|
|
|
2,773,783
|
|
||
Commitments and contingencies (Note 19)
|
|
|
|
||||
Mezzanine Equity
|
|
|
|
||||
Redeemable noncontrolling interests
|
24,733
|
|
|
21,984
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Bloomin’ Brands Stockholders’ Equity
|
|
|
|
||||
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of December 28, 2014 and December 31, 2013
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 475,000,000 shares authorized; 125,949,870 and 124,784,124 shares issued and outstanding as of December 28, 2014 and December 31, 2013, respectively
|
1,259
|
|
|
1,248
|
|
||
Additional paid-in capital
|
1,085,627
|
|
|
1,068,705
|
|
||
Accumulated deficit
|
(474,994
|
)
|
|
(565,154
|
)
|
||
Accumulated other comprehensive loss
|
(60,542
|
)
|
|
(26,418
|
)
|
||
Total Bloomin’ Brands stockholders’ equity
|
551,350
|
|
|
478,381
|
|
||
Noncontrolling interests
|
5,099
|
|
|
4,328
|
|
||
Total stockholders’ equity
|
556,449
|
|
|
482,709
|
|
||
Total liabilities, mezzanine equity and stockholders’ equity
|
$
|
3,344,286
|
|
|
$
|
3,278,476
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
FISCAL YEAR
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
|
|
|
|
||||||
Restaurant sales
|
$
|
4,415,783
|
|
|
$
|
4,089,128
|
|
|
$
|
3,946,116
|
|
Other revenues
|
26,928
|
|
|
40,102
|
|
|
41,679
|
|
|||
Total revenues
|
4,442,711
|
|
|
4,129,230
|
|
|
3,987,795
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Cost of sales
|
1,435,359
|
|
|
1,333,842
|
|
|
1,281,002
|
|
|||
Labor and other related
|
1,218,961
|
|
|
1,157,622
|
|
|
1,117,624
|
|
|||
Other restaurant operating
|
1,049,053
|
|
|
964,279
|
|
|
918,522
|
|
|||
Depreciation and amortization
|
190,911
|
|
|
164,094
|
|
|
155,482
|
|
|||
General and administrative
|
304,382
|
|
|
268,928
|
|
|
326,473
|
|
|||
Provision for impaired assets and restaurant closings
|
52,081
|
|
|
22,838
|
|
|
13,005
|
|
|||
Income from operations of unconsolidated affiliates
|
—
|
|
|
(7,730
|
)
|
|
(5,450
|
)
|
|||
Total costs and expenses
|
4,250,747
|
|
|
3,903,873
|
|
|
3,806,658
|
|
|||
Income from operations
|
191,964
|
|
|
225,357
|
|
|
181,137
|
|
|||
Loss on extinguishment and modification of debt
|
(11,092
|
)
|
|
(14,586
|
)
|
|
(20,957
|
)
|
|||
Gain on remeasurement of equity method investment
|
—
|
|
|
36,608
|
|
|
—
|
|
|||
Other expense, net
|
(1,244
|
)
|
|
(246
|
)
|
|
(128
|
)
|
|||
Interest expense, net
|
(59,658
|
)
|
|
(74,773
|
)
|
|
(86,642
|
)
|
|||
Income before provision (benefit) for income taxes
|
119,970
|
|
|
172,360
|
|
|
73,410
|
|
|||
Provision (benefit) for income taxes
|
24,044
|
|
|
(42,208
|
)
|
|
12,106
|
|
|||
Net income
|
95,926
|
|
|
214,568
|
|
|
61,304
|
|
|||
Less: net income attributable to noncontrolling interests
|
4,836
|
|
|
6,201
|
|
|
11,333
|
|
|||
Net income attributable to Bloomin’ Brands
|
$
|
91,090
|
|
|
$
|
208,367
|
|
|
$
|
49,971
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
95,926
|
|
|
$
|
214,568
|
|
|
$
|
61,304
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(31,731
|
)
|
|
(17,597
|
)
|
|
7,543
|
|
|||
Reclassification of accumulated foreign currency translation adjustment for previously held equity investment
|
—
|
|
|
5,980
|
|
|
—
|
|
|||
Unrealized losses on derivatives, net of tax
|
(2,393
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
61,802
|
|
|
202,951
|
|
|
68,847
|
|
|||
Less: comprehensive income attributable to noncontrolling interests
|
4,836
|
|
|
6,201
|
|
|
11,333
|
|
|||
Comprehensive income attributable to Bloomin’ Brands
|
$
|
56,966
|
|
|
$
|
196,750
|
|
|
$
|
57,514
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.73
|
|
|
$
|
1.69
|
|
|
$
|
0.45
|
|
Diluted
|
$
|
0.71
|
|
|
$
|
1.63
|
|
|
$
|
0.44
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
125,139
|
|
|
122,972
|
|
|
111,999
|
|
|||
Diluted
|
128,317
|
|
|
128,074
|
|
|
114,821
|
|
|
BLOOMIN’ BRANDS
|
|
|
|
|
|||||||||||||||||||||
|
COMMON STOCK
|
|
ADDITIONAL
PAID-IN CAPITAL |
|
ACCUM- ULATED
DEFICIT |
|
ACCUMULATED
OTHER COMPREHENSIVE LOSS |
|
NON-
CONTROLLING INTERESTS |
|
TOTAL
|
|||||||||||||||
|
SHARES
|
|
AMOUNT
|
|
|
|
|
|
||||||||||||||||||
Balance, December 31, 2011
|
106,573
|
|
|
$
|
1,066
|
|
|
$
|
874,753
|
|
|
$
|
(822,625
|
)
|
|
$
|
(22,344
|
)
|
|
$
|
9,447
|
|
|
$
|
40,297
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
49,971
|
|
|
—
|
|
|
11,333
|
|
|
61,304
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,543
|
|
|
—
|
|
|
7,543
|
|
||||||
Issuance of common stock in connection with initial public offering
|
14,197
|
|
|
142
|
|
|
142,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142,242
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
21,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,671
|
|
||||||
Common stock issued under stock plans, net of forfeitures and shares withheld for employee taxes
|
378
|
|
|
3
|
|
|
1,061
|
|
|
(431
|
)
|
|
—
|
|
|
—
|
|
|
633
|
|
||||||
Issuance of notes receivable due from stockholders
|
—
|
|
|
—
|
|
|
(587
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(587
|
)
|
||||||
Repayments of notes receivable due from stockholders
|
—
|
|
|
—
|
|
|
1,661
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,661
|
|
||||||
Purchase of limited partnership and joint venture interests
|
—
|
|
|
—
|
|
|
(39,696
|
)
|
|
—
|
|
|
—
|
|
|
(886
|
)
|
|
(40,582
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,977
|
)
|
|
(13,977
|
)
|
||||||
Balance, December 31, 2012
|
121,148
|
|
|
$
|
1,211
|
|
|
$
|
1,000,963
|
|
|
$
|
(773,085
|
)
|
|
$
|
(14,801
|
)
|
|
$
|
5,917
|
|
|
$
|
220,205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(CONTINUED...)
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BLOOMIN’ BRANDS
|
|
|
|
|
|||||||||||||||||||||
|
COMMON STOCK
|
|
ADDITIONAL
PAID-IN CAPITAL |
|
ACCUM- ULATED
DEFICIT |
|
ACCUMULATED
OTHER COMPREHENSIVE LOSS |
|
NON-
CONTROLLING INTERESTS |
|
TOTAL
|
|||||||||||||||
|
SHARES
|
|
AMOUNT
|
|
|
|
|
|
||||||||||||||||||
Balance, December 31, 2012
|
121,148
|
|
|
$
|
1,211
|
|
|
$
|
1,000,963
|
|
|
$
|
(773,085
|
)
|
|
$
|
(14,801
|
)
|
|
$
|
5,917
|
|
|
$
|
220,205
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
208,367
|
|
|
—
|
|
|
6,470
|
|
|
214,837
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,617
|
)
|
|
—
|
|
|
(11,617
|
)
|
||||||
Release of valuation allowance related to purchases of limited partnerships and joint venture interests
|
—
|
|
|
—
|
|
|
15,669
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,669
|
|
||||||
Stock-based compensation
|
—
|
|
|
|
|
|
14,185
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,185
|
|
||||||
Excess tax benefit on stock-based compensation
|
—
|
|
|
—
|
|
|
4,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,363
|
|
||||||
Common stock issued under stock plans, net of forfeitures and shares withheld for employee taxes
|
3,636
|
|
|
37
|
|
|
27,696
|
|
|
(436
|
)
|
|
—
|
|
|
—
|
|
|
27,297
|
|
||||||
Repayments of notes receivable due from stockholders
|
—
|
|
|
—
|
|
|
5,829
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,829
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,059
|
)
|
|
(8,059
|
)
|
||||||
Balance, December 31, 2013
|
124,784
|
|
|
$
|
1,248
|
|
|
$
|
1,068,705
|
|
|
$
|
(565,154
|
)
|
|
$
|
(26,418
|
)
|
|
$
|
4,328
|
|
|
$
|
482,709
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
91,090
|
|
|
—
|
|
|
4,161
|
|
|
95,251
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,124
|
)
|
|
—
|
|
|
(34,124
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
17,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,420
|
|
||||||
Excess tax benefit on stock-based compensation
|
—
|
|
|
—
|
|
|
2,732
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,732
|
|
||||||
Common stock issued under stock plans, net of forfeitures and shares withheld for employee taxes
|
1,166
|
|
|
11
|
|
|
9,059
|
|
|
(930
|
)
|
|
—
|
|
|
—
|
|
|
8,140
|
|
||||||
Purchase of limited partnership interests, net of tax of $6,785
|
—
|
|
|
—
|
|
|
(11,662
|
)
|
|
—
|
|
|
—
|
|
|
1,236
|
|
|
(10,426
|
)
|
||||||
Transfer to redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
(627
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(627
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,626
|
)
|
|
(4,626
|
)
|
||||||
Balance, December 28, 2014
|
125,950
|
|
|
$
|
1,259
|
|
|
$
|
1,085,627
|
|
|
$
|
(474,994
|
)
|
|
$
|
(60,542
|
)
|
|
$
|
5,099
|
|
|
$
|
556,449
|
|
|
FISCAL YEAR
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows provided by operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
95,926
|
|
|
$
|
214,568
|
|
|
$
|
61,304
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
190,911
|
|
|
164,094
|
|
|
155,482
|
|
|||
Amortization of deferred financing fees
|
3,116
|
|
|
3,574
|
|
|
8,222
|
|
|||
Amortization of capitalized gift card sales commissions
|
27,509
|
|
|
23,826
|
|
|
21,136
|
|
|||
Provision for impaired assets and restaurant closings
|
52,081
|
|
|
22,838
|
|
|
13,005
|
|
|||
Accretion on debt discounts
|
2,078
|
|
|
2,451
|
|
|
880
|
|
|||
Stock-based and other non-cash compensation expense
|
19,689
|
|
|
21,589
|
|
|
44,778
|
|
|||
Income from operations of unconsolidated affiliates
|
—
|
|
|
(7,730
|
)
|
|
(5,450
|
)
|
|||
Deferred income tax benefit
|
(13,623
|
)
|
|
(83,603
|
)
|
|
(7,442
|
)
|
|||
Loss on disposal of property, fixtures and equipment
|
3,608
|
|
|
1,441
|
|
|
2,141
|
|
|||
Gain on life insurance and restricted cash investments
|
(2,213
|
)
|
|
(5,284
|
)
|
|
(5,150
|
)
|
|||
Loss on extinguishment and modification of debt
|
11,092
|
|
|
14,586
|
|
|
20,957
|
|
|||
Gain on remeasurement of equity method investment
|
—
|
|
|
(36,608
|
)
|
|
—
|
|
|||
Loss (gain) on disposal of business or subsidiary
|
770
|
|
|
—
|
|
|
(3,500
|
)
|
|||
Recognition of deferred gain on sale-leaseback transaction
|
(2,140
|
)
|
|
(2,135
|
)
|
|
(1,610
|
)
|
|||
Excess tax benefits from stock-based compensation
|
(2,732
|
)
|
|
(4,363
|
)
|
|
—
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in inventories
|
(3,126
|
)
|
|
3,768
|
|
|
(8,577
|
)
|
|||
Increase in other current assets
|
(116,828
|
)
|
|
(28,336
|
)
|
|
(13,746
|
)
|
|||
Decrease (increase) in other assets
|
9,459
|
|
|
(259
|
)
|
|
4,034
|
|
|||
Increase in accounts payable and accrued and other current liabilities
|
32,182
|
|
|
10,192
|
|
|
4,687
|
|
|||
Increase in deferred rent
|
18,746
|
|
|
20,618
|
|
|
17,064
|
|
|||
Increase in unearned revenue
|
21,030
|
|
|
29,634
|
|
|
29,621
|
|
|||
Increase in other long-term liabilities
|
4,471
|
|
|
12,403
|
|
|
2,255
|
|
|||
Net cash provided by operating activities
|
352,006
|
|
|
377,264
|
|
|
340,091
|
|
|||
Cash flows (used in) provided by investing activities:
|
|
|
|
|
|
||||||
Purchases of life insurance policies
|
(1,682
|
)
|
|
(4,159
|
)
|
|
(6,451
|
)
|
|||
Proceeds from sale of life insurance policies
|
627
|
|
|
1,239
|
|
|
—
|
|
|||
Proceeds from disposal of property, fixtures and equipment
|
5,745
|
|
|
3,223
|
|
|
4,529
|
|
|||
Proceeds from sale-leaseback transaction
|
—
|
|
|
—
|
|
|
192,886
|
|
|||
Acquisition of business, net of cash acquired
|
(3,063
|
)
|
|
(100,319
|
)
|
|
—
|
|
|||
Proceeds from sale of a business
|
—
|
|
|
—
|
|
|
3,500
|
|
|||
Capital expenditures
|
(237,868
|
)
|
|
(237,214
|
)
|
|
(178,720
|
)
|
|||
Decrease in restricted cash
|
26,075
|
|
|
29,210
|
|
|
84,270
|
|
|||
Increase in restricted cash
|
(30,176
|
)
|
|
(38,117
|
)
|
|
(80,070
|
)
|
|||
Net cash (used in) provided by investing activities
|
$
|
(240,342
|
)
|
|
$
|
(346,137
|
)
|
|
$
|
19,944
|
|
|
|
|
|
|
|
||||||
|
|
|
(CONTINUED...)
|
|
|
FISCAL YEAR
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows used in financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of senior secured debt
|
$
|
297,088
|
|
|
$
|
—
|
|
|
$
|
990,000
|
|
Extinguishment and modification of senior secured term loan
|
(700,000
|
)
|
|
—
|
|
|
(1,004,575
|
)
|
|||
Proceeds from issuance of 2012 CMBS Loan
|
—
|
|
|
—
|
|
|
495,186
|
|
|||
Repayments of long-term debt
|
(31,873
|
)
|
|
(80,805
|
)
|
|
(46,868
|
)
|
|||
Extinguishment of CMBS loan
|
—
|
|
|
—
|
|
|
(777,563
|
)
|
|||
Extinguishment of senior notes
|
—
|
|
|
—
|
|
|
(254,660
|
)
|
|||
Proceeds from borrowings on revolving credit facilities
|
519,000
|
|
|
100,000
|
|
|
111,000
|
|
|||
Repayments of borrowings on revolving credit facilities
|
(194,000
|
)
|
|
(100,000
|
)
|
|
(144,000
|
)
|
|||
Financing fees
|
(4,492
|
)
|
|
(12,519
|
)
|
|
(18,983
|
)
|
|||
Proceeds from the issuance of common stock in connection with initial public offering
|
—
|
|
|
—
|
|
|
142,242
|
|
|||
Proceeds from the exercise of stock options
|
9,540
|
|
|
27,786
|
|
|
884
|
|
|||
Distributions to noncontrolling interests
|
(3,190
|
)
|
|
(8,059
|
)
|
|
(13,977
|
)
|
|||
Purchase of limited partnership interests
|
(17,211
|
)
|
|
—
|
|
|
(40,582
|
)
|
|||
Repayments of partner deposits and accrued partner obligations
|
(24,925
|
)
|
|
(23,286
|
)
|
|
(25,397
|
)
|
|||
Issuance of notes receivable due from stockholders
|
—
|
|
|
—
|
|
|
(587
|
)
|
|||
Repayments of notes receivable due from stockholders
|
—
|
|
|
5,829
|
|
|
1,661
|
|
|||
Repurchase of common stock
|
(930
|
)
|
|
(436
|
)
|
|
—
|
|
|||
Excess tax benefits from stock-based compensation
|
2,732
|
|
|
4,363
|
|
|
—
|
|
|||
Tax withholding on performance-based share units
|
(470
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(148,731
|
)
|
|
(87,127
|
)
|
|
(586,219
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(7,060
|
)
|
|
4,181
|
|
|
5,790
|
|
|||
Net decrease in cash and cash equivalents
|
(44,127
|
)
|
|
(51,819
|
)
|
|
(220,394
|
)
|
|||
Cash and cash equivalents as of the beginning of the period
|
209,871
|
|
|
261,690
|
|
|
482,084
|
|
|||
Cash and cash equivalents as of the end of the period
|
$
|
165,744
|
|
|
$
|
209,871
|
|
|
$
|
261,690
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
57,241
|
|
|
$
|
71,397
|
|
|
$
|
78,216
|
|
Cash paid for income taxes, net of refunds
|
56,216
|
|
|
33,673
|
|
|
24,276
|
|
|||
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Conversion of partner deposits and accrued partner obligations to notes payable
|
$
|
503
|
|
|
$
|
1,875
|
|
|
$
|
6,434
|
|
Change in acquisition of property, fixtures and equipment included in accounts payable or capital lease liabilities
|
(1,669
|
)
|
|
3,050
|
|
|
8,006
|
|
|||
Release of valuation allowance through additional paid-in capital related to purchases of limited partnerships and joint venture interests
|
—
|
|
|
15,669
|
|
|
—
|
|
|||
Deferred tax effect of purchase of noncontrolling interests
|
6,785
|
|
|
—
|
|
|
—
|
|
Level 1
|
Unadjusted quoted market prices in active markets for identical assets or liabilities
|
Level 2
|
Observable inputs available at measurement date other than quoted prices included in Level 1
|
Level 3
|
Unobservable inputs that cannot be corroborated by observable market data
|
Buildings and building improvements
|
20 to 30 years
|
Furniture and fixtures
|
5 to 7 years
|
Equipment
|
2 to 7 years
|
Leasehold improvements
|
5 to 20 years
|
Capitalized software
|
3 to 7 years
|
(in thousands)
|
AMOUNTS PREVIOUSLY RECORDED AS OF NOVEMBER 1, 2013
|
|
MEASUREMENT PERIOD ADJUSTMENTS
|
|
ADJUSTED ACQUISITION DATE AMOUNTS
|
||||||
Cash and cash equivalents
|
$
|
10,124
|
|
|
$
|
—
|
|
|
$
|
10,124
|
|
Inventories
|
6,607
|
|
|
—
|
|
|
6,607
|
|
|||
Other current assets, net
|
14,984
|
|
|
(676
|
)
|
|
14,308
|
|
|||
Property, fixtures and equipment
|
81,038
|
|
|
(923
|
)
|
|
80,115
|
|
|||
Goodwill (1)
|
135,701
|
|
|
6,241
|
|
|
141,942
|
|
|||
Intangible assets, net
|
86,623
|
|
|
—
|
|
|
86,623
|
|
|||
Other assets, net
|
4,535
|
|
|
(64
|
)
|
|
4,471
|
|
|||
Accounts payable
|
(7,782
|
)
|
|
—
|
|
|
(7,782
|
)
|
|||
Accrued and other current liabilities
|
(17,486
|
)
|
|
(2,946
|
)
|
|
(20,432
|
)
|
|||
Current portion of partner deposits and accrued partner obligations
|
(729
|
)
|
|
—
|
|
|
(729
|
)
|
|||
Long-term portion of partner deposits and accrued partner obligations
|
(4,482
|
)
|
|
—
|
|
|
(4,482
|
)
|
|||
Deferred income taxes
|
(26,881
|
)
|
|
565
|
|
|
(26,316
|
)
|
|||
Other long-term liabilities, net
|
(11,390
|
)
|
|
(2,197
|
)
|
|
(13,587
|
)
|
|||
|
270,862
|
|
|
—
|
|
|
270,862
|
|
|||
Fair value of previously held equity investment
|
(138,054
|
)
|
|
—
|
|
|
(138,054
|
)
|
|||
Remaining redeemable noncontrolling interests
|
(22,365
|
)
|
|
—
|
|
|
(22,365
|
)
|
|||
Total purchase price
|
$
|
110,443
|
|
|
$
|
—
|
|
|
$
|
110,443
|
|
(1)
|
The goodwill recognized is attributable primarily to the potential for strategic future growth. The carrying value of historical goodwill associated with the Company’s former equity investment in this entity of
$52.6 million
was disposed in connection with the acquisition. Goodwill recognized included
$80.1 million
that is expected to be deductible for tax purposes.
|
(in thousands, or as otherwise indicated)
|
FAIR VALUE AMOUNT AS OF NOVEMBER 1, 2013
|
|
WEIGHTED-AVERAGE AMORTIZATION PERIOD (IN YEARS)
|
||
Reacquired franchise rights (1)
|
$
|
82,389
|
|
|
14
|
Favorable leases (2)
|
4,234
|
|
|
9
|
|
Unfavorable leases (2) (3)
|
(1,798
|
)
|
|
10
|
|
Total identified intangible assets
|
$
|
84,825
|
|
|
14
|
(1)
|
Reacquired franchise rights are amortized on a straight-line basis over the remaining life of each restaurants’ franchise agreement, without consideration of renewal.
|
(2)
|
Favorable and unfavorable leases are amortized on a straight-line basis over the remaining lease term.
|
(3)
|
Unfavorable leases are included in Other long-term liabilities, net.
|
|
FISCAL YEAR
|
||||||
(in thousands)
|
2013
(1)
|
|
2012
|
||||
Net revenue from sales
|
$
|
215,050
|
|
|
$
|
246,819
|
|
Gross profit
|
$
|
148,229
|
|
|
$
|
172,011
|
|
Income from continuing operations
|
$
|
26,945
|
|
|
$
|
24,268
|
|
Net income
|
$
|
15,382
|
|
|
$
|
11,151
|
|
(1)
|
Summarized financial information for fiscal year 2013 includes results for January 1, 2013 to October 31, 2013, when the Brazil Joint Venture was accounted for as an equity method investment.
|
|
PRO FORMA (1)
|
||||||
|
FISCAL YEAR
|
||||||
|
2013
|
|
2012
|
||||
(in thousands, except per share data)
|
(unaudited)
|
|
(unaudited)
|
||||
Total revenues
|
$
|
4,360,571
|
|
|
$
|
4,223,393
|
|
Net income attributable to Bloomin’ Brands
|
$
|
174,769
|
|
|
$
|
49,623
|
|
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
1.42
|
|
|
$
|
0.44
|
|
Diluted
|
$
|
1.36
|
|
|
$
|
0.43
|
|
(1)
|
These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting for the following items: (i) fair value and depreciable lives adjustments to property and equipment, (ii) elimination of royalty revenue and expense, (iii) reversal of equity method income in the Company’s operating results, (iv) reversal of professional fees associated with the acquisition and (v) the related tax effects of these adjustments. These unaudited pro forma results of operations do not reflect the one-month reporting lag.
|
|
NET INCOME ATTRIBUTABLE TO BLOOMIN’ BRANDS AND TRANSFERS TO NONCONTROLLING INTERESTS
|
||||||||||
|
|||||||||||
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Net income attributable to Bloomin’ Brands
|
$
|
91,090
|
|
|
$
|
208,367
|
|
|
$
|
49,971
|
|
Transfers to noncontrolling interests:
|
|
|
|
|
|
||||||
Decrease in Bloomin’ Brands additional paid-in capital for purchase of
|
|
|
|
|
|
||||||
joint venture and limited partnership interests
|
(11,662
|
)
|
|
—
|
|
|
(39,696
|
)
|
|||
Change from net income attributable to Bloomin’ Brands and transfers
|
$
|
79,428
|
|
|
$
|
208,367
|
|
|
$
|
10,275
|
|
to noncontrolling interests
|
|
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Impairment losses
|
$
|
37,071
|
|
|
$
|
19,761
|
|
|
$
|
10,584
|
|
Restaurant closure expenses
|
15,010
|
|
|
3,077
|
|
|
2,421
|
|
|||
Provision for impaired assets and restaurant closings
|
$
|
52,081
|
|
|
$
|
22,838
|
|
|
$
|
13,005
|
|
DESCRIPTION
|
|
LOCATION OF CHARGE IN THE CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
|
|
FISCAL YEAR
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||||
Property, fixtures and equipment impairments
|
|
Provision for impaired assets and restaurant closings
|
|
$
|
11,573
|
|
|
$
|
18,695
|
|
|
$
|
—
|
|
Facility closure and other expenses
|
|
Provision for impaired assets and restaurant closings
|
|
14,137
|
|
|
—
|
|
|
—
|
|
|||
Severance and other liabilities
|
|
General and administrative
|
|
4,042
|
|
|
—
|
|
|
—
|
|
|||
Reversal of deferred rent liability
|
|
Other restaurant operating
|
|
(2,911
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
$
|
26,841
|
|
|
$
|
18,695
|
|
|
$
|
—
|
|
(in thousands)
|
2014
|
|
2013
|
||||
Beginning of the year
|
$
|
2,232
|
|
|
$
|
990
|
|
Charges
|
12,644
|
|
|
1,573
|
|
||
Cash payments
|
(4,086
|
)
|
|
(1,203
|
)
|
||
Adjustments (1)
|
210
|
|
|
872
|
|
||
End of the year (2)
|
$
|
11,000
|
|
|
$
|
2,232
|
|
(1)
|
Adjustments to facility closure and other costs represent changes in sublease assumptions and reductions in the Company’s remaining lease obligations.
|
(2)
|
As of
December 28, 2014
and
December 31, 2013
, the Company had exit-related accruals of
$4.7 million
and
$1.2 million
, respectively, recorded in Accrued and other current liabilities and
$6.3 million
and
$1.1 million
, respectively, recorded in Other long-term liabilities, net.
|
(in thousands)
|
DECEMBER 28, 2014
|
||
Assets
|
|
||
Current assets
|
$
|
2,818
|
|
Property, fixtures and equipment, net
|
16,274
|
|
|
Intangible assets, net
|
5,812
|
|
|
Other non-current assets
|
591
|
|
|
Total assets (1)
|
$
|
25,495
|
|
Liabilities
|
|
||
Current liabilities
|
$
|
3,743
|
|
Non-current liabilities
|
3,105
|
|
|
Total liabilities (2)
|
$
|
6,848
|
|
(1)
|
The impairment charge of
$13.4 million
is excluded from the amount presented.
|
(2)
|
Liabilities held for sale are included with Accrued and other current liabilities in the Consolidated Balance Sheet.
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Restaurant sales
|
$
|
68,575
|
|
|
$
|
73,945
|
|
|
$
|
75,721
|
|
(Loss) income before income taxes (1)
|
$
|
(13,612
|
)
|
|
$
|
(1,844
|
)
|
|
$
|
923
|
|
(1)
|
Includes impairment charges of
$13.4 million
for Assets held for sale during the fiscal year
2014
.
|
|
FISCAL YEAR
|
||||||||||
(in thousands, except per share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
Net income attributable to Bloomin’ Brands
|
$
|
91,090
|
|
|
$
|
208,367
|
|
|
$
|
49,971
|
|
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
125,139
|
|
|
122,972
|
|
|
111,999
|
|
|||
|
|
|
|
|
|
||||||
Effect of diluted securities:
|
|
|
|
|
|
||||||
Stock options
|
3,079
|
|
|
4,902
|
|
|
2,738
|
|
|||
Nonvested restricted stock and restricted stock units
|
91
|
|
|
191
|
|
|
84
|
|
|||
Nonvested performance-based share units
|
8
|
|
|
9
|
|
|
—
|
|
|||
Diluted weighted average common shares outstanding
|
128,317
|
|
|
128,074
|
|
|
114,821
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
0.73
|
|
|
$
|
1.69
|
|
|
$
|
0.45
|
|
Diluted earnings per share
|
$
|
0.71
|
|
|
$
|
1.63
|
|
|
$
|
0.44
|
|
|
FISCAL YEAR
|
|||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
|||
Stock options
|
3,090
|
|
|
1,348
|
|
|
1,092
|
|
Nonvested restricted stock and restricted stock units
|
206
|
|
|
12
|
|
|
—
|
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Stock options
|
$
|
11,946
|
|
|
$
|
11,168
|
|
|
$
|
20,148
|
|
Restricted stock and restricted stock units
|
3,857
|
|
|
2,026
|
|
|
1,392
|
|
|||
Performance-based share units
|
1,190
|
|
|
663
|
|
|
—
|
|
|||
|
$
|
16,993
|
|
|
$
|
13,857
|
|
|
$
|
21,540
|
|
(in thousands, except exercise price and contractual life)
|
OPTIONS
|
|
WEIGHTED-
AVERAGE EXERCISE PRICE |
|
WEIGHTED-
AVERAGE REMAINING CONTRACTUAL LIFE (YEARS) |
|
AGGREGATE
INTRINSIC VALUE |
|||||
Outstanding as of December 31, 2013
|
10,010
|
|
|
$
|
9.54
|
|
|
6.6
|
|
$
|
144,813
|
|
Granted
|
1,541
|
|
|
23.38
|
|
|
|
|
|
|||
Exercised
|
(1,260
|
)
|
|
7.53
|
|
|
|
|
|
|||
Forfeited or expired
|
(514
|
)
|
|
17.07
|
|
|
|
|
|
|||
Outstanding as of December 28, 2014
|
9,777
|
|
|
$
|
11.59
|
|
|
6.2
|
|
$
|
120,461
|
|
Vested and expected to vest as of December 28, 2014
|
9,716
|
|
|
$
|
11.54
|
|
|
6.2
|
|
$
|
120,193
|
|
Exercisable as of December 28, 2014
|
6,427
|
|
|
$
|
7.84
|
|
|
5.2
|
|
$
|
102,367
|
|
|
FISCAL YEAR
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Assumptions:
|
|
|
|
|
|
||||||
Weighted-average risk-free interest rate (1)
|
1.82
|
%
|
|
1.22
|
%
|
|
1.11
|
%
|
|||
Dividend yield (2)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected term (3)
|
6.3 years
|
|
|
6.3 years
|
|
|
6.5 years
|
|
|||
Weighted-average volatility (4)
|
48.4
|
%
|
|
48.6
|
%
|
|
48.6
|
%
|
|||
|
|
|
|
|
|
||||||
Weighted-average grant date fair value per option
|
$
|
11.37
|
|
|
$
|
9.14
|
|
|
$
|
6.93
|
|
(1)
|
Risk-free rate is the U.S. Treasury yield curve in effect as of the grant date for periods within the contractual life of the option.
|
(2)
|
Dividend yield is the level of dividends expected be paid on the Company’s common stock over the expected term of the option.
|
(3)
|
Expected term represents the period of time that the options are expected to be outstanding. The simplified method of estimating the expected term is used since the Company does not have significant historical exercise experience for its stock options.
|
(4)
|
Volatility for fiscal years 2014 and 2013 is based on the historical volatilities of the Company’s stock and the stock of comparable peer companies. Volatility for fiscal year 2012 is based on the historical volatilities of the stock of comparable peer companies.
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Intrinsic value of options exercised
|
$
|
19,474
|
|
|
$
|
42,661
|
|
|
$
|
523
|
|
Excess tax benefits for tax deductions related to the exercise of stock options (1)
|
$
|
2,405
|
|
|
$
|
4,304
|
|
|
$
|
—
|
|
Cash received from option exercises
|
$
|
9,540
|
|
|
$
|
27,786
|
|
|
$
|
884
|
|
Fair value of stock options vested (2)
|
$
|
36,614
|
|
|
$
|
47,468
|
|
|
$
|
66,467
|
|
Tax benefits for stock option compensation expense (1)
|
$
|
7,576
|
|
|
$
|
4,381
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Unrecognized stock option expense
|
$
|
24,164
|
|
|
|
|
|
||||
Remaining weighted-average vesting period
|
2.8 years
|
|
|
|
|
|
(1)
|
Excess tax benefits for tax deductions related to the exercise of stock options and tax benefits for stock option compensation expense were not recognized in fiscal year 2012 due to a valuation allowance and other available tax credits.
|
(2)
|
The fair value of stock options that vested during fiscal year 2012 included
$39.3 million
of stock options that would have vested in prior years without the management call option.
|
(in thousands, except grant date fair value)
|
NUMBER OF RESTRICTED STOCK & RESTRICTED STOCK UNIT AWARDS
|
|
WEIGHTED-AVERAGE
GRANT DATE FAIR VALUE PER AWARD |
|||
Outstanding as of December 31, 2013
|
581
|
|
|
$
|
18.43
|
|
Granted
|
669
|
|
|
20.88
|
|
|
Vested
|
(146
|
)
|
|
18.32
|
|
|
Forfeited
|
(158
|
)
|
|
19.40
|
|
|
Outstanding as of December 28, 2014
|
946
|
|
|
$
|
20.08
|
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Fair value of restricted stock vested
|
$
|
2,680
|
|
|
$
|
1,597
|
|
|
$
|
2,839
|
|
Tax benefits for restricted stock compensation expense (1)
|
$
|
1,298
|
|
|
$
|
817
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Unrecognized restricted stock expense
|
$
|
15,327
|
|
|
|
|
|
||||
Remaining weighted-average vesting period
|
3.2 years
|
|
|
|
|
|
(1)
|
Excess tax benefits for tax deductions related to restricted stock compensation expense were not recognized in fiscal year 2012 due to a valuation allowance and other available tax credits.
|
|
|
|
|
TARGET NO. OF PSUs AWARDED AND REMAINING TO GRANT (1)
|
|
TARGET NO. OF GRANTED AND OUTSTANDINGPSUs (2)
|
|
ESTIMATED PAYOUT OF GRANTED AND OUTSTANDING PSUs AS OF DECEMBER 28, 2014
|
|
|
|
MAXIMUM PAYOUT (AS A % OF TARGET NO. OF PSUs)
|
|||||
(units in thousands)
|
|
|
|
|
MINIMUM PAYOUT
|
|
|||||||||||
AWARD DATE
|
|
PROGRAM
|
|
|
|
|
|
||||||||||
2/26/2013
|
|
2013 Program
|
|
103
|
|
|
32
|
|
|
19
|
|
|
—
|
%
|
|
200
|
%
|
4/24/2013
|
|
2013 Grant
|
|
12
|
|
|
6
|
|
|
6
|
|
|
—
|
%
|
|
100
|
%
|
2/27/2014
|
|
2014 Program
|
|
174
|
|
|
54
|
|
|
34
|
|
|
—
|
%
|
|
200
|
%
|
|
|
|
|
289
|
|
|
92
|
|
|
59
|
|
|
|
|
|
(1)
|
Represents target PSUs awarded under each of the identified programs that have not been granted for accounting purposes. These PSUs do not result in the recognition of stock-based compensation expense until the performance target has been set by the Board of Directors as of the beginning of each fiscal year. There is no effect of these PSUs on the Company’s basic or diluted shares outstanding.
|
(2)
|
Assumes achievement of target threshold of the Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) goals for the Company or respective concepts for the 2013 Programs and achievement of target threshold of the Adjusted EPS goal for the 2014 Program.
|
(in thousands, except grant date fair value)
|
PERFORMANCE-BASED SHARE UNITS
|
|
WEIGHTED-AVERAGE
GRANT DATE FAIR VALUE PER AWARD |
|||
Outstanding as of December 31, 2013
|
49
|
|
|
$
|
17.85
|
|
Granted (1)
|
110
|
|
|
25.07
|
|
|
Vested (2)
|
(56
|
)
|
|
16.70
|
|
|
Forfeited
|
(11
|
)
|
|
23.10
|
|
|
Outstanding as of December 28, 2014
|
92
|
|
|
$
|
25.08
|
|
(1)
|
Share unit amounts include the number of PSUs at the target threshold in the current period grant and additional shares earned above target due to exceeding prior period performance criteria.
|
(2)
|
In February 2014,
44,996
PSUs vested based upon satisfaction of the 2013 Company performance criteria, representing the achievement of
114%
of the annual target threshold.
|
|
DECEMBER 28,
|
|
DECEMBER 31,
|
||||
(in thousands)
|
2014
|
|
2013
|
||||
Prepaid expenses
|
$
|
30,260
|
|
|
$
|
27,652
|
|
Accounts receivable - vendors, net
|
27,340
|
|
|
23,218
|
|
||
Accounts receivable - franchisees, net
|
1,159
|
|
|
1,394
|
|
||
Accounts receivable - other, net
|
107,178
|
|
|
33,086
|
|
||
Other current assets, net
|
40,691
|
|
|
32,362
|
|
||
|
$
|
206,628
|
|
|
$
|
117,712
|
|
|
DECEMBER 28,
|
|
DECEMBER 31,
|
||||
(in thousands)
|
2014
|
|
2013
|
||||
Land
|
$
|
262,141
|
|
|
$
|
263,989
|
|
Buildings and building improvements
|
998,787
|
|
|
959,102
|
|
||
Furniture and fixtures
|
368,638
|
|
|
345,040
|
|
||
Equipment
|
531,117
|
|
|
487,276
|
|
||
Leasehold improvements
|
457,623
|
|
|
443,376
|
|
||
Construction in progress
|
46,025
|
|
|
79,526
|
|
||
Less: accumulated depreciation
|
(1,035,020
|
)
|
|
(945,046
|
)
|
||
|
$
|
1,629,311
|
|
|
$
|
1,633,263
|
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Depreciation expense
|
$
|
177,504
|
|
|
$
|
156,015
|
|
|
$
|
147,768
|
|
Repair and maintenance expense
|
108,392
|
|
|
103,613
|
|
|
98,039
|
|
(in thousands)
|
2014
|
|
2013
|
||||
Balance as of beginning of year
|
$
|
352,118
|
|
|
$
|
270,972
|
|
Acquisitions (1)
|
2,461
|
|
|
141,942
|
|
||
Translation adjustments
|
(13,039
|
)
|
|
(8,165
|
)
|
||
Disposals (1)
|
—
|
|
|
(52,631
|
)
|
||
Balance as of end of year
|
$
|
341,540
|
|
|
$
|
352,118
|
|
(1)
|
Effective November 1, 2013, the Company acquired a controlling interest in the Brazil Joint Venture. Refer to Note
3
-
Acquisitions
for discussion of goodwill associated with the Brazil acquisition.
|
|
DECEMBER 28, 2014
|
|
DECEMBER 31, 2013
|
|
DECEMBER 31, 2012
|
||||||||||||||||||
(in thousands)
|
GROSS CARRYING AMOUNT
|
|
ACCUMULATED IMPAIRMENTS
|
|
GROSS CARRYING AMOUNT
|
|
ACCUMULATED IMPAIRMENTS
|
|
GROSS CARRYING AMOUNT
|
|
ACCUMULATED IMPAIRMENTS
|
||||||||||||
Goodwill
|
$
|
1,126,176
|
|
|
$
|
(784,636
|
)
|
|
$
|
1,136,754
|
|
|
$
|
(784,636
|
)
|
|
$
|
1,055,608
|
|
|
$
|
(784,636
|
)
|
|
WEIGHTED AVERAGE AMORTIZATION PERIOD
(IN YEARS) |
|
DECEMBER 28, 2014
|
|
DECEMBER 31, 2013
|
||||||||||||||||||||
(in thousands)
|
|
GROSS CARRYING VALUE
|
|
ACCUMULATED AMORTIZATION
|
|
NET CARRYING VALUE
|
|
GROSS CARRYING VALUE
|
|
ACCUMULATED AMORTIZATION
|
|
NET CARRYING VALUE
|
|||||||||||||
Trade names
|
Indefinite
|
|
$
|
414,000
|
|
|
|
|
$
|
414,000
|
|
|
$
|
413,000
|
|
|
|
|
$
|
413,000
|
|
||||
Trademarks
|
14
|
|
83,991
|
|
|
$
|
(30,656
|
)
|
|
53,335
|
|
|
88,581
|
|
|
$
|
(26,619
|
)
|
|
$
|
61,962
|
|
|||
Favorable leases
|
9
|
|
87,655
|
|
|
(43,083
|
)
|
|
44,572
|
|
|
92,511
|
|
|
(39,759
|
)
|
|
$
|
52,752
|
|
|||||
Franchise agreements
|
6
|
|
14,881
|
|
|
(8,633
|
)
|
|
6,248
|
|
|
14,881
|
|
|
(7,488
|
)
|
|
$
|
7,393
|
|
|||||
Reacquired franchise rights
|
13
|
|
70,023
|
|
|
(6,072
|
)
|
|
63,951
|
|
|
77,418
|
|
|
(516
|
)
|
|
$
|
76,902
|
|
|||||
Other intangibles
|
2
|
|
9,099
|
|
|
(5,773
|
)
|
|
3,326
|
|
|
9,099
|
|
|
(3,975
|
)
|
|
$
|
5,124
|
|
|||||
Total intangible assets
|
12
|
|
$
|
679,649
|
|
|
$
|
(94,217
|
)
|
|
$
|
585,432
|
|
|
$
|
695,490
|
|
|
$
|
(78,357
|
)
|
|
$
|
617,133
|
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Amortization expense (1)
|
$
|
19,807
|
|
|
$
|
14,405
|
|
|
$
|
14,550
|
|
(1)
|
Amortization expense is recorded in Depreciation and amortization and Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income.
|
(in thousands)
|
|
||
2015
|
$
|
18,256
|
|
2016
|
17,229
|
|
|
2017
|
15,336
|
|
|
2018
|
14,940
|
|
|
2019
|
14,465
|
|
|
DECEMBER 28,
|
|
DECEMBER 31,
|
||||
(in thousands)
|
2014
|
|
2013
|
||||
Company-owned life insurance
|
$
|
64,067
|
|
|
$
|
66,749
|
|
Deferred financing fees (1)
|
6,917
|
|
|
12,354
|
|
||
Liquor licenses
|
27,844
|
|
|
27,793
|
|
||
Other assets
|
57,135
|
|
|
58,223
|
|
||
|
$
|
155,963
|
|
|
$
|
165,119
|
|
(1)
|
Net of accumulated amortization of
$6.1 million
and
$11.4 million
at
December 28, 2014
and
December 31, 2013
, respectively.
|
|
DECEMBER 28,
|
|
DECEMBER 31,
|
||||
(in thousands)
|
2014
|
|
2013
|
||||
Accrued payroll and other compensation
|
$
|
121,548
|
|
|
$
|
100,955
|
|
Accrued insurance
|
19,455
|
|
|
20,710
|
|
||
Other current liabilities
|
96,841
|
|
|
75,449
|
|
||
|
$
|
237,844
|
|
|
$
|
197,114
|
|
|
DECEMBER 28,
|
|
DECEMBER 31,
|
||||
(in thousands)
|
2014
|
|
2013
|
||||
Accrued and other current liabilities
|
$
|
12,000
|
|
|
$
|
5,000
|
|
Other long-term liabilities, net
|
—
|
|
|
12,000
|
|
||
|
$
|
12,000
|
|
|
$
|
17,000
|
|
|
DECEMBER 28, 2014
|
|
DECEMBER 31, 2013
|
||||||||||
(in thousands, except interest rate)
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
||||||
Senior Secured Credit Facility (1):
|
|
|
|
|
|
|
|
||||||
Term loan A
|
$
|
296,250
|
|
|
2.16
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Term loan B
|
225,000
|
|
|
3.50
|
%
|
|
935,000
|
|
|
3.50
|
%
|
||
Revolving credit facility
|
325,000
|
|
|
2.16
|
%
|
|
—
|
|
|
—
|
%
|
||
Total Senior Secured Credit Facility
|
846,250
|
|
|
|
|
935,000
|
|
|
|
||||
2012 CMBS loan:
|
|
|
|
|
|
|
|
||||||
First mortgage loan (2)
|
299,765
|
|
|
4.08
|
%
|
|
311,644
|
|
|
4.02
|
%
|
||
First mezzanine loan
|
85,127
|
|
|
9.00
|
%
|
|
86,131
|
|
|
9.00
|
%
|
||
Second mezzanine loan
|
86,067
|
|
|
11.25
|
%
|
|
86,704
|
|
|
11.25
|
%
|
||
Total 2012 CMBS Loan
|
470,959
|
|
|
|
|
484,479
|
|
|
|
||||
Capital lease obligations
|
634
|
|
|
|
|
1,255
|
|
|
|
||||
Other long-term debt (3)
|
4,073
|
|
|
0.52% to 7.00%
|
|
|
8,561
|
|
|
0.58% to 7.00%
|
|
||
|
1,321,916
|
|
|
|
|
1,429,295
|
|
|
|
||||
Less: current portion of long-term debt
|
(25,964
|
)
|
|
|
|
(13,546
|
)
|
|
|
||||
Less: unamortized debt discount
|
(6,073
|
)
|
|
|
|
(10,152
|
)
|
|
|
||||
Long-term debt, net
|
$
|
1,289,879
|
|
|
|
|
$
|
1,405,597
|
|
|
|
(1)
|
Subsequent to
December 28, 2014
, the Company made payments of
$3.8 million
,
$10.0 million
and
$60.0 million
on its Term loan A, Term loan B and revolving credit facility, respectively.
|
(2)
|
Represents the weighted-average interest rate for the respective period.
|
(3)
|
Balance is comprised of sale-leaseback obligations and uncollateralized notes payable. Interest rates presented relate to the notes payable.
|
|
|
BASE RATE ELECTION
|
|
EUROCURRENCY RATE ELECTION
|
Term loan A and revolving credit facility
|
|
75 to 125 basis points over Base Rate
|
|
175 to 225 basis points over the Eurocurrency Rate
|
Term loan B
|
|
150 basis points over Base Rate
|
|
250 basis points over the Eurocurrency Rate
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014 (1)
|
|
2013 (2)
|
|
2012
|
||||||
2012 CMBS Loan refinancing
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,852
|
|
Retirement of OSI senior notes
|
—
|
|
|
—
|
|
|
8,956
|
|
|||
Refinancing of Senior Secured Credit Facility
|
11,092
|
|
|
—
|
|
|
9,149
|
|
|||
Repricing Term loan B
|
—
|
|
|
14,586
|
|
|
—
|
|
|||
Loss on extinguishment and modification of debt
|
$
|
11,092
|
|
|
$
|
14,586
|
|
|
$
|
20,957
|
|
(1)
|
The loss was comprised of write-offs of
$5.5 million
of deferred financing fees and
$4.9 million
of unamortized debt discount and a prepayment penalty of
$0.7 million
.
|
(2)
|
The loss was comprised of a prepayment penalty of
$9.8 million
, third-party financing costs of
$2.4 million
and the write-down of
$1.2 million
each of deferred financing fees and unamortized debt discount.
|
(in thousands)
|
DECEMBER 28, 2014
|
||
Year 1 (1)
|
$
|
27,601
|
|
Year 2
|
40,147
|
|
|
Year 3
|
460,983
|
|
|
Year 4
|
24,403
|
|
|
Year 5
|
767,524
|
|
|
Thereafter
|
1,258
|
|
|
Total
|
$
|
1,321,916
|
|
(1)
|
Excludes unamortized discount of
$1.6 million
.
|
SCHEDULED QUARTERLY PAYMENT DATES
|
|
(in thousands)
|
||
December 31, 2014 through June 30, 2016
|
|
$
|
3,750
|
|
September 30, 2016 through June 30, 2018
|
|
$
|
5,625
|
|
September 30, 2018 through March 31, 2019
|
|
$
|
7,500
|
|
|
DECEMBER 28,
|
|
DECEMBER 31,
|
||||
(in thousands)
|
2014
|
|
2013
|
||||
Accrued insurance liability
|
$
|
42,922
|
|
|
$
|
43,635
|
|
Unfavorable leases, net of accumulated amortization
|
49,492
|
|
|
54,843
|
|
||
Chef and managing partner deferred compensation obligations
|
90,564
|
|
|
109,529
|
|
||
Deferred gain on sale-leaseback transaction, net of accumulated amortization
|
35,864
|
|
|
36,910
|
|
||
Other long-term liabilities
|
41,563
|
|
|
41,869
|
|
||
|
$
|
260,405
|
|
|
$
|
286,786
|
|
|
FISCAL YEAR
|
||
(in thousands)
|
2014
|
||
Balance, beginning of period
|
$
|
21,984
|
|
Net income attributable to Redeemable noncontrolling interests
|
666
|
|
|
Contributions by noncontrolling shareholders
|
1,456
|
|
|
Transfer to redeemable noncontrolling interest
|
627
|
|
|
Balance, end of period
|
$
|
24,733
|
|
(in thousands)
|
FOREIGN CURRENCY TRANSLATION ADJUSTMENT
|
|
UNREALIZED LOSSES ON DERIVATIVES
|
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
||||||
Balances as of December 31, 2013
|
$
|
(26,418
|
)
|
|
$
|
—
|
|
|
$
|
(26,418
|
)
|
Other comprehensive loss, net of tax
|
(31,731
|
)
|
|
(2,393
|
)
|
|
(34,124
|
)
|
|||
Balances as of December 28, 2014
|
$
|
(58,149
|
)
|
|
$
|
(2,393
|
)
|
|
$
|
(60,542
|
)
|
(in thousands)
|
DECEMBER 28, 2014
|
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
||
Interest rate swaps - liability
|
$
|
2,617
|
|
|
Accrued and other current liabilities
|
Interest rate swaps - liability
|
1,307
|
|
|
Other long-term liabilities, net
|
|
Total fair value of derivative instruments - liability (1)
|
$
|
3,924
|
|
|
|
(in thousands)
|
|
AMOUNT OF (LOSS) GAIN RECOGNIZED IN OTHER COMPREHENSIVE INCOME
|
||
Interest rate swaps
|
|
$
|
(3,924
|
)
|
Income tax benefit
|
|
1,531
|
|
|
Net of income taxes
|
|
$
|
(2,393
|
)
|
(in thousands)
|
DECEMBER 28, 2014
|
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
||
Commodities - liability
|
$
|
566
|
|
|
Accrued and other current liabilities
|
Total fair value of derivative instruments - liability
|
$
|
566
|
|
|
|
(in thousands)
|
|
LOCATION OF (LOSS) GAIN RECOGNIZED IN INCOME ON DERIVATIVE
|
|
AMOUNT OF (LOSS) GAIN RECOGNIZED IN INCOME ON DERIVATIVE
|
||
Commodities
|
|
Other restaurant operating expense
|
|
$
|
(629
|
)
|
Total
|
|
|
|
$
|
(629
|
)
|
|
2014
|
|
2013
|
||||||||||||||||||||
(in thousands)
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income funds
|
$
|
4,602
|
|
|
$
|
4,602
|
|
|
$
|
—
|
|
|
$
|
9,849
|
|
|
$
|
9,849
|
|
|
$
|
—
|
|
Money market funds
|
7,842
|
|
|
7,842
|
|
|
—
|
|
|
1,988
|
|
|
1,988
|
|
|
—
|
|
||||||
Restricted cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
3,360
|
|
|
3,360
|
|
|
—
|
|
|
68
|
|
|
68
|
|
|
—
|
|
||||||
Total asset recurring fair value measurements
|
$
|
15,804
|
|
|
$
|
15,804
|
|
|
$
|
—
|
|
|
$
|
11,905
|
|
|
$
|
11,905
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued and other current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
$
|
2,617
|
|
|
$
|
—
|
|
|
$
|
2,617
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments - commodities
|
566
|
|
|
—
|
|
|
566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
1,307
|
|
|
—
|
|
|
1,307
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total liability recurring fair value measurements
|
$
|
4,490
|
|
|
$
|
—
|
|
|
$
|
4,490
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
FINANCIAL INSTRUMENT
|
|
METHODS AND ASSUMPTIONS
|
Fixed income funds and
Money market funds
|
|
Carrying value approximates fair value because maturities are less than three months.
|
Derivative instruments
|
|
Derivative instruments primarily relate to the interest rate swaps, interest rate cap and commodities. Fair value measurements are based on a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives and uses observable market-based inputs, including interest rate curves and credit spreads. The Company incorporates credit valuation adjustments to reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. As of December 28, 2014, the Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
(in thousands)
|
CARRYING VALUE
|
|
TOTAL IMPAIRMENT
|
|
CARRYING VALUE
|
|
TOTAL IMPAIRMENT
|
|
CARRYING VALUE
|
|
TOTAL IMPAIRMENT
|
||||||||||||
Assets held for sale (1)
|
$
|
9,613
|
|
|
$
|
23,974
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Property, fixtures and equipment (2)
|
2,429
|
|
|
13,097
|
|
|
9,990
|
|
|
19,761
|
|
|
6,178
|
|
|
10,584
|
|
||||||
|
$
|
12,042
|
|
|
$
|
37,071
|
|
|
$
|
9,990
|
|
|
$
|
19,761
|
|
|
$
|
6,178
|
|
|
$
|
10,584
|
|
(1)
|
Carrying value approximates fair value with all assets measured using Level 2 inputs. Refer to Note
4
-
Impairments, Disposals and Exit Costs
for discussion of impairments related to corporate airplanes and Roy’s.
|
(2)
|
Carrying value approximates fair value. Carrying values for assets measured using Level 2 inputs totaled
$1.8 million
,
$8.3 million
and
$3.6 million
for fiscal years
2014
,
2013
and
2012
, respectively. Assets measured using Level 3 inputs, had carrying values of
$0.6 million
,
$1.6 million
and
$2.6 million
for fiscal years
2014
,
2013
and
2012
, respectively. Refer to Note
4
-
Impairments, Disposals and Exit Costs
for discussion of impairments related to restaurant closure initiatives.
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
|
|
FAIR VALUE
|
|
|
|
FAIR VALUE
|
||||||||||||||||
(in thousands)
|
CARRYING VALUE
|
|
LEVEL 2
|
|
LEVEL 3
|
|
CARRYING VALUE
|
|
LEVEL 2
|
|
LEVEL 3
|
||||||||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term loan A
|
$
|
296,250
|
|
|
$
|
294,769
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loan B
|
225,000
|
|
|
222,188
|
|
|
—
|
|
|
935,000
|
|
|
936,169
|
|
|
—
|
|
||||||
Revolving credit facility
|
325,000
|
|
|
322,563
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
CMBS loan:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage loan
|
299,765
|
|
|
—
|
|
|
308,563
|
|
|
311,644
|
|
|
—
|
|
|
318,787
|
|
||||||
First mezzanine loan
|
85,127
|
|
|
—
|
|
|
85,187
|
|
|
86,131
|
|
|
—
|
|
|
86,131
|
|
||||||
Second mezzanine loan
|
86,067
|
|
|
—
|
|
|
86,988
|
|
|
86,704
|
|
|
—
|
|
|
87,571
|
|
||||||
Other notes payable
|
2,722
|
|
|
—
|
|
|
2,625
|
|
|
6,186
|
|
|
—
|
|
|
5,912
|
|
DEBT FACILITY
|
|
METHODS AND ASSUMPTIONS
|
Senior Secured Credit Facility
|
|
Quoted market prices in inactive markets.
|
CMBS loan
|
|
Assumptions derived from current conditions in the real estate and credit markets, changes in the underlying collateral and expectations of management.
|
Other notes payable
|
|
Discounted cash flow approach. Discounted cash flow inputs primarily include cost of debt rates which are used to derive the present value factors for the determination of fair value.
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic
|
$
|
124,157
|
|
|
$
|
112,674
|
|
|
$
|
43,744
|
|
Foreign
|
(4,187
|
)
|
|
59,686
|
|
|
29,666
|
|
|||
|
$
|
119,970
|
|
|
$
|
172,360
|
|
|
$
|
73,410
|
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Current provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
13,364
|
|
|
$
|
21,518
|
|
|
$
|
15
|
|
State
|
7,687
|
|
|
10,196
|
|
|
10,896
|
|
|||
Foreign
|
16,616
|
|
|
9,681
|
|
|
8,637
|
|
|||
|
37,667
|
|
|
41,395
|
|
|
19,548
|
|
|||
Deferred (benefit) provision:
|
|
|
|
|
|
||||||
Federal
|
(8,842
|
)
|
|
(83,437
|
)
|
|
397
|
|
|||
State
|
688
|
|
|
(347
|
)
|
|
(8,118
|
)
|
|||
Foreign
|
(5,469
|
)
|
|
181
|
|
|
279
|
|
|||
|
(13,623
|
)
|
|
(83,603
|
)
|
|
(7,442
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
24,044
|
|
|
$
|
(42,208
|
)
|
|
$
|
12,106
|
|
|
FISCAL YEAR
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Income taxes at federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal benefit
|
3.2
|
|
|
3.6
|
|
|
2.2
|
|
Valuation allowance on deferred income tax assets
|
1.5
|
|
|
(30.6
|
)
|
|
24.2
|
|
Employment-related credits, net
|
(24.2
|
)
|
|
(22.3
|
)
|
|
(31.0
|
)
|
Net life insurance expense
|
(0.8
|
)
|
|
(1.6
|
)
|
|
(1.3
|
)
|
Noncontrolling interests
|
(1.2
|
)
|
|
(2.8
|
)
|
|
(7.8
|
)
|
Tax settlements and related adjustments
|
1.7
|
|
|
0.7
|
|
|
(1.0
|
)
|
Gain on remeasurement of equity method investment
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
Foreign rate differential
|
2.7
|
|
|
(1.4
|
)
|
|
(4.5
|
)
|
Other, net
|
2.1
|
|
|
1.7
|
|
|
0.7
|
|
Total
|
20.0
|
%
|
|
(24.5
|
)%
|
|
16.5
|
%
|
|
DECEMBER 28,
|
|
DECEMBER 31,
|
||||
(in thousands)
|
2014
|
|
2013
|
||||
Deferred income tax assets:
|
|
|
|
||||
Deferred rent
|
$
|
46,226
|
|
|
$
|
40,555
|
|
Insurance reserves
|
22,082
|
|
|
23,226
|
|
||
Unearned revenue
|
16,248
|
|
|
13,494
|
|
||
Deferred compensation
|
70,849
|
|
|
66,607
|
|
||
Net operating loss carryforwards
|
9,193
|
|
|
5,612
|
|
||
Federal tax credit carryforwards
|
160,266
|
|
|
155,321
|
|
||
Partner deposits and accrued partner obligations
|
18,026
|
|
|
22,586
|
|
||
Other, net
|
11,585
|
|
|
2,594
|
|
||
Gross deferred income tax assets
|
354,475
|
|
|
329,995
|
|
||
Less: valuation allowance
|
(5,658
|
)
|
|
(4,526
|
)
|
||
Net deferred income tax assets
|
348,817
|
|
|
325,469
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Less: property, fixtures and equipment basis differences
|
(198,532
|
)
|
|
(184,984
|
)
|
||
Less: intangible asset basis differences
|
(155,741
|
)
|
|
(160,111
|
)
|
||
Less: deferred gain on extinguishment of debt
|
(45,782
|
)
|
|
(57,231
|
)
|
||
Net deferred income tax liabilities
|
$
|
(51,238
|
)
|
|
$
|
(76,857
|
)
|
(in thousands)
|
EXPIRATION DATE
|
|
AMOUNT
|
||||
United States state loss carryforwards
|
2020
|
-
|
2033
|
|
$
|
13,631
|
|
United States federal tax credit carryforwards
|
2031
|
-
|
2034
|
|
$
|
156,794
|
|
Foreign loss carryforwards
|
2017
|
-
|
indefinite
|
|
$
|
31,482
|
|
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Balance as of beginning of year
|
$
|
17,068
|
|
|
$
|
13,591
|
|
|
$
|
14,039
|
|
Additions for tax positions taken during a prior period
|
2,177
|
|
|
73
|
|
|
416
|
|
|||
Reductions for tax positions taken during a prior period
|
(422
|
)
|
|
(26
|
)
|
|
(291
|
)
|
|||
Additions for tax positions taken during the current period
|
2,649
|
|
|
1,960
|
|
|
2,153
|
|
|||
Additions for tax positions on acquisition
|
—
|
|
|
2,799
|
|
|
—
|
|
|||
Settlements with taxing authorities
|
(3,935
|
)
|
|
(488
|
)
|
|
(1,788
|
)
|
|||
Lapses in the applicable statutes of limitations
|
(120
|
)
|
|
(841
|
)
|
|
(938
|
)
|
|||
Translation adjustments
|
146
|
|
|
—
|
|
|
—
|
|
|||
Balance as of end of year
|
$
|
17,563
|
|
|
$
|
17,068
|
|
|
$
|
13,591
|
|
|
OPEN AUDIT YEARS
|
||
United States federal
|
2007
|
-
|
2013
|
United States states
|
2001
|
-
|
2013
|
Foreign
|
2007
|
-
|
2013
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Rent expense (1)
|
$
|
169,701
|
|
|
$
|
156,720
|
|
|
$
|
140,866
|
|
(1)
|
Includes contingent rent expense of
$8.0 million
,
$6.5 million
and
$6.1 million
for fiscal years
2014
,
2013
and
2012
, respectively.
|
(1)
|
Total minimum lease payments have not been reduced by minimum sublease rentals of
$2.1 million
due in future periods under non-cancelable subleases.
|
|
DECEMBER 28,
|
|
DECEMBER 31,
|
||||
(in thousands)
|
2014
|
|
2013
|
||||
Undiscounted reserves
|
$
|
64,157
|
|
|
$
|
66,109
|
|
Discount
|
$
|
(1,780
|
)
|
|
$
|
(1,764
|
)
|
Discounted reserves recognized in the Consolidated Balance Sheets:
|
|
|
|
||||
Accrued and other current liabilities
|
$
|
19,455
|
|
|
$
|
20,710
|
|
Other long-term liabilities, net
|
42,922
|
|
|
43,635
|
|
||
|
$
|
62,377
|
|
|
$
|
64,345
|
|
2014 FISCAL QUARTERS
(in thousands, except per share data) |
FIRST (1)
|
|
SECOND (1)
|
|
THIRD (1)
|
|
FOURTH (1)
|
||||||||
Total revenues
|
$
|
1,157,859
|
|
|
$
|
1,110,912
|
|
|
$
|
1,065,454
|
|
|
$
|
1,108,486
|
|
Income (loss) from operations
|
90,026
|
|
|
62,391
|
|
|
(1,121
|
)
|
|
40,668
|
|
||||
Net income (loss)
|
55,100
|
|
|
27,722
|
|
|
(10,830
|
)
|
|
23,934
|
|
||||
Net income (loss) attributable to Bloomin’ Brands
|
53,733
|
|
|
26,391
|
|
|
(11,443
|
)
|
|
22,409
|
|
||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.43
|
|
|
$
|
0.21
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.18
|
|
Diluted
|
$
|
0.42
|
|
|
$
|
0.21
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.17
|
|
2013 FISCAL QUARTERS
(in thousands, except per share data) |
FIRST (2)
|
|
SECOND (2)
|
|
THIRD (2)
|
|
FOURTH (2)
|
||||||||
Total revenues
|
$
|
1,092,250
|
|
|
$
|
1,018,856
|
|
|
$
|
967,569
|
|
|
$
|
1,050,555
|
|
Income from operations
|
96,860
|
|
|
67,886
|
|
|
29,510
|
|
|
31,101
|
|
||||
Net income
|
65,056
|
|
|
76,464
|
|
|
12,134
|
|
|
60,914
|
|
||||
Net income attributable to Bloomin’ Brands
|
63,223
|
|
|
74,868
|
|
|
11,294
|
|
|
58,982
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.52
|
|
|
$
|
0.61
|
|
|
$
|
0.09
|
|
|
$
|
0.48
|
|
Diluted
|
$
|
0.50
|
|
|
$
|
0.58
|
|
|
$
|
0.09
|
|
|
$
|
0.46
|
|
(1)
|
Total revenues in the first, third and fourth quarters of 2014 include
$7.5 million
,
$6.9 million
and
$31.6 million
, respectively, of less restaurant sales due to a change in the Company’s fiscal year end. Income from operations in the first quarter of 2014 includes
$4.9 million
of pre-tax restaurant closing charges incurred in connection with the Domestic Restaurant Closure Initiative. Income from operations in the third and fourth quarters of 2014 includes asset impairment charges of
$16.6 million
and
$7.4 million
, respectively, associated with the Company’s decision to sell its Roy’s concept and corporate aircraft. Income from operations in the third and fourth quarters of 2014 includes
$11.6 million
and
$10.3 million
, respectively, of pre-tax impairments and restaurant closing costs incurred in connection with the International Restaurant Closure Initiative and
$5.4 million
and
$3.6 million
, respectively, of severance expense incurred as a result of the Company’s organizational realignment. Net income in the first, third and fourth quarters of 2014 includes
$1.5 million
,
$1.4 million
and
$6.3 million
, respectively, of less net income due to a change in the Company’s fiscal year end. Net
|
(2)
|
Income from operations in the third and fourth quarters of 2013 includes
$5.0 million
and
$12.0 million
, respectively, of expenses associated with a payroll tax contingency. Income from operations in the fourth quarter of 2013 includes impairment charges of
$18.7 million
incurred in connection with the Domestic Restaurant Closure Initiative. Net income in the second quarter of 2013 includes an income tax benefit of
$52.0 million
related to a reduction of the U.S. valuation allowance and a
$14.6 million
loss related to the repricing of the Company’s Term Loan B. As a result of the Company’s acquisition of a controlling interest in the Brazil Joint Venture, net income in the fourth quarter of 2013 includes a gain of
$36.6 million
from the remeasurement of the previously held equity investment.
|
•
|
Consolidated Balance Sheets -
December 28, 2014
and
December 31, 2013
|
•
|
Consolidated Statements of Operations and Comprehensive Income – Fiscal years
2014
,
2013
, and
2012
|
•
|
Consolidated Statements of Changes in Stockholders’ Equity – Fiscal years
2014
,
2013
, and
2012
|
•
|
Consolidated Statements of Cash Flows – Fiscal years
2014
,
2013
, and
2012
|
•
|
Notes to Consolidated Financial Statements
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
|
|
|
|
|
|
2.1
|
|
Quota Purchase and Sale Agreement dated October 31, 2013 and effective November 1, 2013, by and between Bloomin’ Brands, Inc., Outback Steakhouse Restaurantes Brasil S.A. (formerly known as Bloom Holdco Participações Ltda.), PGS Participações Ltda., the equity holders of PGS Participações Ltda., PGS Consultoria e Serviços Ltda., and Bloom Participações Ltda.
1
|
|
December 31, 2013 Form 10-K, Exhibit 2.1
|
|
|
|
|
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation of Bloomin’ Brands, Inc.
|
|
Registration Statement on Form S-8, File No. 333-183270, filed on August 13, 2012, Exhibit 4.1
|
|
|
|
|
|
3.2
|
|
Second Amended and Restated Bylaws of Bloomin’ Brands, Inc.
|
|
Registration Statement on Form S-8, File No. 333-183270, filed on August 13, 2012, Exhibit 4.2
|
|
|
|
|
|
4.1
|
|
Form of Common Stock Certificate
|
|
Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 4.1
|
|
|
|
|
|
10.1
|
|
Credit Agreement dated October 26, 2012 among OSI Restaurant Partners, LLC, OSI HoldCo, Inc., the Lenders and Deutsche Bank Trust Company Americas, as administrative agent for the Lenders
1
|
|
September 30, 2012 Form 10-Q, Exhibit 10.1
|
|
|
|
|
|
10.2
|
|
First Amendment to Credit Agreement, Guaranty and Security Agreement dated as of April 10, 2013 among OSI Restaurant Partners, LLC, OSI HoldCo, Inc., the Subsidiary Guarantors, the Lenders and Deutsche Bank Trust Company Americas, as administrative agent for the Lenders
|
|
March 31, 2013 Form 10-Q, Exhibit 10.1
|
|
|
|
|
|
10.3
|
|
Second Amendment to Credit Agreement dated as of January 3, 2014 among OSI Restaurant Partners, LLC, OSI HoldCo, Inc., the Subsidiary Guarantors and Deutsche Bank Trust Company Americas, as administrative agent
|
|
December 31, 2013 Form 10-K, Exhibit 10.3
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
|
|
|
|
|
|
10.4
|
|
Third Amendment to Credit Agreement dated as of May 16, 2014 among OSI Restaurant Partners, LLC, OSI HoldCo, Inc., the Subsidiary Guarantors, Deutsche Bank Trust Company Americas, as administrative agent, collateral agent, L/C issuer, swing line lender and assigning Lender, Deutsche Bang AG New York Branch, as assignee and Wells Fargo Bank, National Association, as successor administrative agent
|
|
June 29, 2014 Form 10-Q, Exhibit 10.5
|
|
|
|
|
|
10.5
|
|
Loan and Security Agreement, dated March 27, 2012, between New Private Restaurant Properties, LLC, as borrower, and German American Capital Corporation and Bank of America, N.A., collectively as lender
1
|
|
Amendment No. 1 to Registration Statement on Form S-1, File No. 333-180615, filed on May 17, 2012, Exhibit 10.10
|
|
|
|
|
|
10.6
|
|
First Amendment to Loan and Security Agreement, dated effective January 1, 2014, by and among New Private Restaurant Properties, LLC, as borrower, OSI HoldCo I, Inc., as guarantor and Wells Fargo Bank, N.A., as trustee for the registered holders of BAMLL-DB 2012-OSI Trust, Commercial Mortgage Pass-Through Certificates, Series 2012-OSI, as lender
|
|
December 31, 2013 Form 10-K, Exhibit 10.5
|
|
|
|
|
|
10.7
|
|
Mezzanine Loan and Security Agreement (First Mezzanine), dated March 27, 2012, between New PRP Mezz 1, LLC, as borrower, and German American Capital Corporation and Bank of America, N.A., collectively as lender
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.11
|
|
|
|
|
|
10.8
|
|
First Amendment to Mezzanine Loan and Security Agreement (First Mezzanine), dated as of January 3, 2014, between New PRP Mezz 1, LLC, as borrower, OSI HoldCo I, Inc., as guarantor, and Athene Annuity & Life Assurance Company, Thornburg Strategic Income Fund, Thornburg Investment Income Builder Fund and Newcastle CDO IX, 1 Limited, collectively as lender
|
|
December 31, 2013 Form 10-K, Exhibit 10.7
|
|
|
|
|
|
10.9
|
|
Mezzanine Loan and Security Agreement (Second Mezzanine), dated March 27, 2012, between New PRP Mezz 2, LLC, as borrower, and German American Capital Corporation and Bank of America, N.A., collectively, as lender
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.12
|
|
|
|
|
|
10.10
|
|
First Amendment to Mezzanine Loan and Security Agreement (Second Mezzanine), dated as of January 3, 2014, between New PRP Mezz 2, LLC, as borrower, OSI HoldCo I, Inc., as guarantor, and Annaly CRE Holdings LLC, as lender
|
|
December 31, 2013 Form 10-K, Exhibit 10.9
|
|
|
|
|
|
10.11
|
|
Environmental Indemnity, dated March 27, 2012, by OSI HoldCo I, Inc. for the benefit of German American Capital Corporation and Bank of America, N.A.
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.13
|
|
|
|
|
|
10.12
|
|
Environmental Indemnity, dated March 27, 2012, by OSI Restaurant Partners, LLC and Private Restaurant Master Lessee, LLC for the benefit of German American Capital Corporation and Bank of America, N.A.
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.14
|
|
|
|
|
|
10.13
|
|
Environmental Indemnity, dated March 27, 2012, by PRP Holdings, LLC for the benefit of German American Capital Corporation and Bank of America, N.A.
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.15
|
|
|
|
|
|
10.14
|
|
Environmental Indemnity (First Mezzanine), dated March 27, 2012, by OSI HoldCo I, Inc. for the benefit of German American Capital Corporation and Bank of America, N.A.
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.16
|
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
|
10.15
|
|
Environmental Indemnity (First Mezzanine), dated March 27, 2012, by OSI Restaurant Partners, LLC and Private Restaurant Master Lessee, LLC for the benefit of German American Capital Corporation and Bank of America, N.A.
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.17
|
|
|
|
|
|
10.16
|
|
Environmental Indemnity (First Mezzanine), dated March 27, 2012, by PRP Holdings, LLC for the benefit of German American Capital Corporation and Bank of America, N.A.
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.18
|
|
|
|
|
|
10.17
|
|
Environmental Indemnity (Second Mezzanine), dated March 27, 2012, by OSI HoldCo I, Inc. for the benefit of German American Capital Corporation and Bank of America, N.A.
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.19
|
|
|
|
|
|
10.18
|
|
Environmental Indemnity (Second Mezzanine), dated March 27, 2012, by OSI Restaurant Partners, LLC and Private Restaurant Master Lessee, LLC for the benefit of German American Capital Corporation and Bank of America, N.A.
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.20
|
|
|
|
|
|
10.19
|
|
Environmental Indemnity (Second Mezzanine), dated March 27, 2012, by PRP Holdings, LLC for the benefit of German American Capital Corporation and Bank of America, N.A.
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.21
|
|
|
|
|
|
10.20
|
|
Guaranty of Recourse Obligations, dated March 27, 2012, by OSI HoldCo I, Inc. to and for the benefit of German American Capital Corporation and Bank of America, N.A.
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.22
|
|
|
|
|
|
10.21
|
|
Guaranty of Recourse Obligations (First Mezzanine), dated March 27, 2012, by OSI HoldCo I, Inc. to and for the benefit of German American Capital Corporation and Bank of America, N.A.
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.23
|
|
|
|
|
|
10.22
|
|
Guaranty of Recourse Obligations (Second Mezzanine), dated March 27, 2012, by OSI HoldCo I, Inc. to and for the benefit of German American Capital Corporation and Bank of America, N.A.
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.24
|
|
|
|
|
|
10.23
|
|
Amended and Restated Guaranty, dated March 27, 2012, by OSI Restaurant Partners, LLC to and for the benefit of New Private Restaurant Properties, LLC
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.27
|
|
|
|
|
|
10.24
|
|
Subordination, Non-Disturbance and Attornment Agreement (New Private Restaurant Properties, LLC), dated March 27, 2012, by and between Bank of America, N.A., German American Capital Corporation, Private Restaurant Master Lessee, LLC and New Private Restaurant Properties, LLC, with the acknowledgement, consent and limited agreement of OSI Restaurant Partners, LLC
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.25
|
|
|
|
|
|
10.25
|
|
Royalty Agreement dated April 1995 among Carrabba’s Italian Grill, Inc., Outback Steakhouse, Inc., Mangia Beve, Inc., Carrabba, Inc., Carrabba Woodway, Inc., John C. Carrabba, III, Damian C. Mandola, and John C. Carrabba, Jr., as amended by First Amendment to Royalty Agreement dated January 1997 and Second Amendment to Royalty Agreement made and entered into effective April 7, 2010 by and among Carrabba’s Italian Grill, LLC, OSI Restaurant Partners, LLC, Mangia Beve, Inc., Mangia Beve II, Inc., Original, Inc., Voss, Inc., John C. Carrabba, III, Damian C. Mandola, and John C. Carrabba, Jr.
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.6
|
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
|
10.26
|
|
Third Amendment to Royalty Agreement made and entered into effective June 1, 2014, by and among Carrabba’s Italian Grill, LLC, OSI Restaurant Partners, LLC, Mangia Beve, Inc., Mangia Beve II, Inc., Original, Inc., Voss, Inc., John C. Carrabba, III, Damian C. Mandola, and John C. Carrabba, Jr.
|
|
June 29, 2014 Form 10-Q, Exhibit 10.6
|
|
|
|
|
|
10.27
|
|
Amended and Restated Operating Agreement for OSI/Fleming’s, LLC made as of June 4, 2010 by and among OS Prime, LLC, a wholly-owned subsidiary of OSI Restaurant Partners, LLC, FPSH Limited Partnership and AWA III Steakhouses, Inc.
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.8
|
|
|
|
|
|
10.28
|
|
Amended and Restated Master Lease Agreement, dated March 27, 2012, between New Private Restaurant Properties, LLC, as landlord, and Private Restaurant Master Lessee, LLC, as tenant
1
|
|
Amendment No. 1 to Registration Statement on Form S-1, File No. 333-180615, filed on May 17, 2012, Exhibit 10.26
|
|
|
|
|
|
10.29
|
|
Lease, dated June 14, 2007, between OS Southern, LLC and Selmon’s/Florida-I, Limited Partnership (predecessor to MVP LRS, LLC), as amended May 27, 2010
|
|
Amendment No. 1 to Registration Statement on Form S-1, File No. 333-180615, filed on May 17, 2012, Exhibit 10.52
|
|
|
|
|
|
10.30
|
|
Lease, dated January 21, 2014, between OS Southern, LLC and MVP LRS, LLC
|
|
December 31, 2013 Form 10-K, Exhibit 10.28
|
|
|
|
|
|
10.31*
|
|
Employee Rollover Agreement for conversion of OSI Restaurant Partners, Inc. restricted stock to Kangaroo Holdings, Inc. restricted stock entered into by the individuals listed on Schedule 1 thereto
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.4
|
|
|
|
|
|
10.32*
|
|
OSI Restaurant Partners, LLC HCE Deferred Compensation Plan effective October 1, 2007
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.46
|
|
|
|
|
|
10.33*
|
|
Kangaroo Holdings, Inc. 2007 Equity Incentive Plan, as amended
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.1
|
|
|
|
|
|
10.34*
|
|
Form of Option Agreement for Options under the Kangaroo Holdings, Inc. 2007 Equity Incentive Plan
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.42
|
|
|
|
|
|
10.35*
|
|
Bloomin’ Brands, Inc. 2012 Incentive Award Plan
|
|
Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 10.2
|
|
|
|
|
|
10.36*
|
|
Form of Nonqualified Stock Option Award Agreement for options granted under the Bloomin’ Brands, Inc. 2012 Incentive Award Plan
|
|
December 7, 2012 Form 8-K, Exhibit 10.2
|
|
|
|
|
|
10.37*
|
|
Form of Restricted Stock Award Agreement for restricted stock granted to directors under the Bloomin’ Brands, Inc. 2012 Incentive Award Plan
|
|
December 7, 2012 Form 8-K, Exhibit 10.3
|
|
|
|
|
|
10.38*
|
|
Form of Restricted Stock Award Agreement for restricted stock granted to employees and consultants under the Bloomin’ Brands, Inc. 2012 Incentive Award Plan
|
|
December 7, 2012 Form 8-K, Exhibit 10.4
|
|
|
|
|
|
10.39*
|
|
Form of Restricted Stock Unit Award Agreement for restricted stock granted to directors under the Bloomin’ Brands, Inc. 2012 Incentive Award Plan
|
|
September 30, 2013 Form 10-Q, Exhibit 10.1
|
|
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
|
10.40*
|
|
Form of Restricted Stock Unit Award Agreement for restricted stock granted to employees and consultants under the Bloomin’ Brands, Inc. 2012 Incentive Award Plan
|
|
September 30, 2013 Form 10-Q, Exhibit 10.2
|
|
|
|
|
|
10.41*
|
|
Form of Performance Unit Award Agreement for performance units granted under the Bloomin’ Brands, Inc. 2012 Incentive Award Plan
|
|
December 7, 2012 Form 8-K, Exhibit 10.5
|
|
|
|
|
|
10.42*
|
|
Form of Bloomin’ Brands, Inc. Indemnification Agreement by and between Bloomin’ Brands, Inc. and each member of its Board of Directors and each of its executive officers
|
|
Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 10.39
|
|
|
|
|
|
10.43*
|
|
Bloomin’ Brands, Inc. Executive Change in Control Plan, effective December 6, 2012
|
|
December 7, 2012 Form 8-K, Exhibit 10.1
|
|
|
|
|
|
10.44*
|
|
Amended and Restated Employment Agreement made and entered into September 4, 2012 by and between Elizabeth A. Smith and Bloomin’ Brands, Inc.
|
|
June 30, 2012 Form 10-Q, Exhibit 10.1
|
|
|
|
|
|
10.45*
|
|
Option Agreement, dated November 16, 2009, by and between Kangaroo Holdings, Inc. and Elizabeth A. Smith, as amended December 31, 2009
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.40
|
|
|
|
|
|
10.46*
|
|
Option Agreement, dated July 1, 2011, by and between Kangaroo Holdings, Inc. and Elizabeth A. Smith
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.41
|
|
|
|
|
|
10.47*
|
|
Officer Employment Agreement, made and entered into effective May 7, 2012, by and among David Deno and OSI Restaurant Partners, LLC
|
|
Amendment No. 1 to Registration Statement on Form S-1, File No. 333-180615, filed on May 17, 2012, Exhibit 10.53
|
|
|
|
|
|
10.48*
|
|
Amendment, dated July 16, 2014, to the Officer Employment Agreement, made and entered into effective May 7, 2012, by and among David Deno and OSI Restaurant Partners, LLC
|
|
June 29, 2014 Form 10-Q, Exhibit 10.7
|
|
|
|
|
|
10.49*
|
|
Officer Employment Agreement dated January 23, 2008 and effective April 12, 2007 by and among Jeffrey S. Smith and Outback Steakhouse of Florida, LLC, as amended on January 1, 2009 and January 1, 2012
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.32
|
|
|
|
|
|
10.50*
|
|
Amended and Restated Employment Agreement dated June 14, 2007, between Joseph J. Kadow and OSI Restaurant Partners, LLC, as amended on January 1, 2009, June 12, 2009, December 30, 2010 and December 16, 2011
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.29
|
|
|
|
|
|
10.51*
|
|
Split-Dollar Agreement dated August 12, 2008 and effective March 30, 2006, by and between OSI Restaurant Partners, LLC (formerly known as Outback Steakhouse, Inc.) and Joseph J. Kadow
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.48
|
|
|
|
|
|
10.52*
|
|
Officer Employment Agreement made and entered into August 16, 2010 by and among David A. Pace and OSI Restaurant Partners, LLC
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.37
|
|
|
|
|
|
10.53*
|
|
Amendment, dated July 30, 2014, to the Officer Employment Agreement made and entered into August 16, 2010 by and among David A. Pace and OSI Restaurant Partners, LLC
|
|
June 29, 2014 Form 10-Q, Exhibit 10.8
|
|
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
|
10.54*
|
|
Employment Offer Letter Agreement, dated as of November 27, 2012, between Bloomin’ Brands, Inc. and Stephen K. Judge
|
|
December 31, 2012 Form 10-K, Exhibit 10.52
|
|
|
|
|
|
10.55*
|
|
Officer Employment Agreement, made and entered into effective August 7, 2013, by and among Amanda L. Shaw and Bloomin’ Brands, Inc. and OS Management, Inc.
|
|
December 31, 2013 Form 10-K, Exhibit 10.54
|
|
|
|
|
|
10.56*
|
|
Amendment, dated September 16, 2014, to the Officer Employment Agreement made and entered into August 7, 2013 and effective for all purposes as of August 16, 2010 by and among Amanda L. Shaw and Bloomin’ Brands, Inc.
|
|
September 28, 2014 Form 10-Q, Exhibit 10.2
|
|
|
|
|
|
10.57*
|
|
Employment Offer Letter Agreement, dated as of November 1, 2013, between Bloomin’ Brands, Inc. and Patrick Murtha
|
|
December 31, 2013 Form 10-K, Exhibit 10.55
|
|
|
|
|
|
10.58*
|
|
Employment Offer Letter Agreement, dated as of July 30, 2014, between Bloomin’ Brands, Inc. and Donagh Herlihy
|
|
Filed herewith
|
|
|
|
|
|
10.59
|
|
Registration Rights Agreement among Bloomin’ Brands, Inc. and certain stockholders of Bloomin’ Brands, Inc. made as of April 29, 2014
|
|
May 1, 2014 Form 8-K, Exhibit 10.3
|
|
|
|
|
|
10.60
|
|
Stockholders Agreement among Bloomin’ Brands, Inc. and certain stockholders of Bloomin’ Brands, Inc. made as of April 29, 2014
|
|
May 1, 2014 Form 8-K, Exhibit 10.4
|
|
|
|
|
|
21.1
|
|
List of Subsidiaries
|
|
Filed herewith
|
|
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP
|
|
Filed herewith
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial and Administrative Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
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
2
|
|
Filed herewith
|
|
|
|
|
|
32.2
|
|
Certification of Chief Financial and Administrative Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
2
|
|
Filed herewith
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
|
Date:
|
February 24, 2015
|
Bloomin’ Brands, Inc.
|
|
|
|
|
|
|
|
By: /s/ Elizabeth A. Smith
|
|
|
|
Elizabeth A. Smith
Chief Executive Officer
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Elizabeth A. Smith
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
Elizabeth A. Smith
|
|
|
February 24, 2015
|
|
|
|
|
|
|
/s/ David J. Deno
|
|
Executive Vice President and Chief Financial and Administrative Officer (Principal Financial Officer)
|
|
|
David J. Deno
|
|
|
February 24, 2015
|
|
|
|
|
|
|
/s/ Amanda L. Shaw
|
|
Senior Vice President, Chief Accounting Officer and International Finance (Principal Accounting Officer)
|
|
|
Amanda L. Shaw
|
|
|
February 24, 2015
|
|
|
|
|
|
|
/s/ Andrew B. Balson
|
|
|
|
|
Andrew B. Balson
|
|
Director
|
|
February 24, 2015
|
|
|
|
|
|
/s/ James R. Craigie
|
|
|
|
|
James R. Craigie
|
|
Director
|
|
February 24, 2015
|
|
|
|
|
|
/s/ David R. Fitzjohn
|
|
|
|
|
David R. Fitzjohn
|
|
Director
|
|
February 24, 2015
|
|
|
|
|
|
/s/ Mindy Grossman
|
|
|
|
|
Mindy Grossman
|
|
Director
|
|
February 24, 2015
|
|
|
|
|
|
/s/ David Humphrey
|
|
|
|
|
David Humphrey
|
|
Director
|
|
February 24, 2015
|
|
|
|
|
|
/s/ Tara Walpert Levy
|
|
|
|
|
Tara Walpert Levy
|
|
Director
|
|
February 24, 2015
|
|
|
|
|
|
/s/ John J. Mahoney
|
|
|
|
|
John J. Mahoney
|
|
Director
|
|
February 24, 2015
|
|
|
|
|
|
/s/ Chris T. Sullivan
|
|
|
|
|
Chris T. Sullivan
|
|
Director
|
|
February 24, 2015
|
•
|
Medical, Dental and Vision Benefits Plan
|
•
|
Annual Executive Medical Check-Up
|
•
|
Salaried Short-Term Disability Insurance
|
•
|
Salaried Long-Term Disability Insurance
|
•
|
Company Paid Group Term Life Insurance
|
•
|
Company Paid Accidental Death and Dismemberment
|
•
|
Non-Qualified Deferred Compensation Plan
|
•
|
Comp Meal Benefit Program
|
/s/ Donagh Herlihy
|
|
8/1/2014
|
|
Donagh Herlihy
|
|
Date
|
|
SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
Annapolis Outback, Inc.
|
|
MD
|
BBI International Holdings, Inc.
|
|
FL
|
BBI Ristorante Italiano, LLC
|
|
FL
|
Bel Air Outback, Inc.
|
|
MD
|
BFG Alabama Services, Ltd
|
|
FL
|
BFG Arkansas Services, Ltd
|
|
FL
|
BFG Colorado Services, Ltd
|
|
FL
|
BFG Florida Services, Ltd
|
|
FL
|
BFG Georgia Services, Ltd
|
|
FL
|
BFG Indiana Services, Limited Partnership
|
|
FL
|
BFG Louisiana Services, Ltd
|
|
FL
|
BFG Maryland Services, Ltd
|
|
FL
|
BFG Michigan Services, Ltd
|
|
FL
|
BFG Mississippi Services, Limited Partnership
|
|
FL
|
BFG Nebraska, Inc.
|
|
FL
|
BFG New Jersey Services, Limited Partnership
|
|
FL
|
BFG New York Services, Limited Partnership
|
|
FL
|
BFG North Carolina Services, Ltd
|
|
FL
|
BFG Oklahoma, Inc.
|
|
FL
|
BFG Pennsylvania Services, Ltd
|
|
FL
|
BFG South Carolina Services, Ltd
|
|
FL
|
BFG Tennessee Services, Ltd
|
|
FL
|
BFG Virginia Services, Limited Partnership
|
|
FL
|
BFG/FPS of Marlton Partnership
|
|
FL
|
Bloom Brands Holdings I C.V.
|
|
NL
|
Bloom Brands Holdings II C.V.
|
|
NL
|
Bloom Group Holdings B.V.
|
|
NL
|
Bloom Group Holdings II, B.V.
|
|
NL
|
Bloom No.1 Limited
|
|
HK
|
Bloom No.2 Limited
|
|
HK
|
Bloom Participações, Ltda.
|
|
BR
|
Bloomin’ Brands Gift Card Services, LLC
|
|
FL
|
Bloomin’ Brands International, LLC
|
|
FL
|
Bloomin’ Brands, Inc.
|
|
DE
|
Bloomin Canada Inc.
|
|
ON
|
Bloomin Hong Kong Limited
|
|
HK
|
Bloomin Korea Holding
|
|
CI
|
Bloomin Puerto Rico L.P.
|
|
CI
|
Bonefish Baltimore County, LLC
|
|
MD
|
Bonefish Beverages, LLC
|
|
TX
|
Bonefish Brandywine, LLC
|
|
MD
|
Bonefish Designated Partner, LLC
|
|
DE
|
Bonefish Grill Gulf Coast of Louisiana, LLC
|
|
FL
|
Bonefish Grill of Florida Designated Partner, LLC
|
|
DE
|
Bonefish Grill of Florida, LLC
|
|
DE
|
SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
Bonefish Grill of Rogers, Inc.
|
|
AR
|
Bonefish Grill, LLC
|
|
FL
|
Bonefish Grill International, LLC
|
|
FL
|
Bonefish Holdings, LLC
|
|
TX
|
Bonefish Kansas Designated Partner, LLC
|
|
DE
|
Bonefish Kansas LLC
|
|
KS
|
Bonefish of Bel Air, LLC
|
|
MD
|
Bonefish of Gaithersburg, Inc.
|
|
MD
|
Bonefish/Anne Arundel, Inc.
|
|
MD
|
Bonefish/Asheville, Limited Partnership
|
|
FL
|
Bonefish/Carolinas, Limited Partnership
|
|
FL
|
Bonefish/Centreville, Limited Partnership
|
|
FL
|
Bonefish/Columbus-I, Limited Partnership
|
|
FL
|
Bonefish/Crescent Springs, Limited Partnership
|
|
FL
|
Bonefish/Fredericksburg, Limited Partnership
|
|
FL
|
Bonefish/Glen Burnie, LLC
|
|
MD
|
Bonefish/Greensboro, Limited Partnership
|
|
FL
|
Bonefish/Gulf Coast, Limited Partnership
|
|
FL
|
Bonefish/Hyde Park, Limited Partnership
|
|
FL
|
Bonefish/Newport News, Limited Partnership
|
|
FL
|
Bonefish/Richmond, Limited Partnership
|
|
FL
|
Bonefish/South Florida-I, Limited Partnership
|
|
FL
|
Bonefish/Southern Virginia, Limited Partnership
|
|
FL
|
Bonefish/Southern, Limited Partnership
|
|
FL
|
Bonefish/Virginia, Limited Partnership
|
|
FL
|
Boomerang Air, Inc.
|
|
FL
|
Carrabba’s Designated Partner, LLC
|
|
DE
|
Carrabba’s Italian Grill of Howard County, Inc.
|
|
MD
|
Carrabba’s Italian Grill of Overlea, Inc.
|
|
MD
|
Carrabba’s Italian Grill of Rogers, Inc.
|
|
AR
|
Carrabba’s Italian Grill, LLC
|
|
FL
|
Carrabba’s Kansas Designated Partner, LLC
|
|
DE
|
Carrabba’s Kansas LLC
|
|
KS
|
Carrabba’s of Bowie, LLC
|
|
MD
|
Carrabba’s of Germantown, Inc.
|
|
MD
|
Carrabba’s of Ocean City, Inc.
|
|
MD
|
Carrabba’s of Pasadena, Inc.
|
|
MD
|
Carrabba’s of Waldorf, Inc.
|
|
MD
|
Carrabba’s/Birmingham 280, Limited Partnership
|
|
FL
|
Carrabba’s/Cool Springs, Limited Partnership
|
|
FL
|
Carrabba’s/DC-I, Limited Partnership
|
|
FL
|
Carrabba’s/Deerfield Township, Limited Partnership
|
|
FL
|
Carrabba’s/Green Hills, Limited Partnership
|
|
FL
|
Carrabba’s/Lexington, Limited Partnership
|
|
FL
|
Carrabba’s/Louisville, Limited Partnership
|
|
FL
|
SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
Carrabba’s/Metro, Limited Partnership
|
|
FL
|
Carrabba’s/Miami Beach, Limited Partnership
|
|
FL
|
Carrabba’s/Michigan, Limited Partnership
|
|
FL
|
Carrabba’s/Mid Atlantic-I, Limited Partnership
|
|
FL
|
Carrabba’s/Montgomery, Limited Partnership
|
|
FL
|
Carrabba’s/Rocky Top, Limited Partnership
|
|
FL
|
CIGI Alabama Services, Ltd
|
|
FL
|
CIGI Arizona Services, Limited Partnership
|
|
FL
|
CIGI Beverages of Texas, LLC
|
|
TX
|
CIGI Florida Services, Ltd
|
|
FL
|
CIGI Georgia Services, Ltd
|
|
FL
|
CIGI Holdings, LLC
|
|
TX
|
CIGI Illinois Services, Ltd
|
|
FL
|
CIGI Kentucky Services, Ltd
|
|
FL
|
CIGI Louisiana Services, Ltd
|
|
FL
|
CIGI Maryland Services, Ltd
|
|
FL
|
CIGI Michigan Services, Ltd
|
|
FL
|
CIGI Nebraska, Inc.
|
|
FL
|
CIGI Nevada Services, Limited Partnership
|
|
FL
|
CIGI New Jersey Services, Limited Partnership
|
|
FL
|
CIGI New York Services, Limited Partnership
|
|
FL
|
CIGI North Carolina Services, Ltd
|
|
FL
|
CIGI Ohio Services, Ltd
|
|
FL
|
CIGI Oklahoma, Inc.
|
|
FL
|
CIGI Pennsylvania Services, Ltd
|
|
FL
|
CIGI South Carolina Services, Ltd
|
|
FL
|
CIGI Tennessee Services, Ltd
|
|
FL
|
CIGI Texas Services, Ltd
|
|
FL
|
CIGI Virginia Services, Limited Partnership
|
|
FL
|
CIGI/BFG of East Brunswick Partnership
|
|
FL
|
Dutch Holdings I, LLC
|
|
FL
|
Fleming’s International, LLC
|
|
FL
|
Fleming’s Beverages, LLC
|
|
TX
|
Fleming’s of Baltimore, LLC
|
|
MD
|
Fleming’s/Northeast-I, Limited Partnership
|
|
FL
|
Fleming’s/Outback Holdings, Inc.
|
|
TX
|
FPS Arizona Services, Limited Partnership
|
|
FL
|
FPS California Services, Limited Partnership
|
|
FL
|
FPS Connecticut Services, Limited Partnership
|
|
FL
|
FPS Florida Services, Ltd
|
|
FL
|
FPS Illinois Services, Ltd
|
|
FL
|
FPS Indiana Services, Limited Partnership
|
|
FL
|
FPS NEBRASKA, INC.
|
|
FL
|
FPS Nevada Services, Limited Partnership
|
|
FL
|
FPS New Jersey Services, Limited Partnership
|
|
FL
|
SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
FPS North Carolina Services, Ltd
|
|
FL
|
FPS Oklahoma, Inc.
|
|
FL
|
FPS Rhode Island Services, Limited Partnership
|
|
FL
|
FPS Texas Services, Ltd
|
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FL
|
FPS Utah Services, Ltd
|
|
FL
|
FPS Virginia Services, Limited Partnership
|
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FL
|
Frederick Outback, Inc.
|
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MD
|
Hagerstown Outback, Inc.
|
|
MD
|
New Private Restaurant Properties, LLC
|
|
DE
|
New PRP Mezz 1, LLC
|
|
DE
|
New PRP Mezz 2, LLC
|
|
DE
|
OBTex Holdings, LLC
|
|
TX
|
OCC Florida (A La Catering) Services, Ltd
|
|
FL
|
Ocean City Outback, Inc.
|
|
MD
|
OS Asset, Inc.
|
|
FL
|
OS Management, Inc.
|
|
FL
|
OS Mortgage Holdings, Inc.
|
|
DE
|
OS Niagara Falls, LLC
|
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FL
|
OS Pacific, LLC
|
|
FL
|
OS Prime, LLC
|
|
FL
|
OS Realty, LLC
|
|
FL
|
OS Restaurant Services, LLC
|
|
FL
|
OS Southern, LLC
|
|
FL
|
OS Tropical, LLC
|
|
FL
|
OSF Alabama Services, Ltd
|
|
FL
|
OSF Arizona Services, Limited Partnership
|
|
FL
|
OSF Arkansas Services, Ltd
|
|
FL
|
OSF Colorado Services, Ltd
|
|
FL
|
OSF Connecticut Services, Limited Partnership
|
|
FL
|
OSF Delaware Services, Ltd
|
|
FL
|
OSF Florida Services, Ltd
|
|
FL
|
OSF Georgia Services, Ltd
|
|
FL
|
OSF Illinois Services, Ltd
|
|
FL
|
OSF Indiana Services, Limited Partnership
|
|
FL
|
OSF Kentucky Services, Ltd
|
|
FL
|
OSF Louisiana Services, Ltd
|
|
FL
|
OSF Maryland Services, Ltd
|
|
FL
|
OSF Massachusetts Services, Ltd
|
|
FL
|
OSF Michigan Services, Ltd
|
|
FL
|
OSF Minnesota Services, Limited Partnership
|
|
FL
|
OSF Missouri Services, Limited Partnership
|
|
FL
|
OSF Nebraska, Inc.
|
|
FL
|
OSF Nevada Services, Limited Partnership
|
|
FL
|
OSF New Jersey Services, Limited Partnership
|
|
FL
|
OSF New Mexico Services, Limited Partnership
|
|
FL
|
SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
OSF New York Services, Limited Partnership
|
|
FL
|
OSF North Carolina Services, Ltd
|
|
FL
|
OSF Ohio Services, Ltd
|
|
FL
|
OSF Oklahoma Services, Limited Partnership
|
|
FL
|
OSF Oklahoma, Inc.
|
|
FL
|
OSF Pennsylvania Services, Ltd
|
|
FL
|
OSF South Carolina Services, Ltd
|
|
FL
|
OSF Tennessee Services, Ltd
|
|
FL
|
OSF Texas Services, Ltd
|
|
FL
|
OSF Utah Services, Ltd
|
|
FL
|
OSF Virginia Services, Limited Partnership
|
|
FL
|
OSF West Virginia Services, Ltd
|
|
FL
|
OSF Wisconsin Services, Ltd
|
|
FL
|
OSF/BFG of Deptford Partnership
|
|
FL
|
OSF/BFG of Lawrenceville Partnership
|
|
FL
|
OSF/CIGI of Evesham Partnership
|
|
FL
|
OSI China Venture
|
|
CI
|
OSI Co-Issuer, Inc.
|
|
DE
|
OSI HoldCo I, Inc.
|
|
DE
|
OSI HoldCo II, Inc.
|
|
DE
|
OSI HoldCo, Inc.
|
|
DE
|
OSI International, LLC
|
|
FL
|
OSI Restaurant Partners, LLC
|
|
DE
|
OSI/Fleming’s, LLC
|
|
DE
|
OSIN Hawaii Services, Ltd
|
|
FL
|
OSIN Puerto Rico Services, Ltd
|
|
FL
|
OSSIVT, LLC
|
|
VT
|
Outback & Carrabba’s of New Mexico, Inc.
|
|
NM
|
Outback Alabama, Inc.
|
|
AL
|
Outback Beverages of Texas, LLC
|
|
TX
|
Outback Catering Designated Partner, LLC
|
|
DE
|
Outback Catering, Inc.
|
|
FL
|
Outback Designated Partner, LLC
|
|
DE
|
Outback International Designated Partner, LLC
|
|
DE
|
Outback Kansas Designated Partner, LLC
|
|
DE
|
Outback Kansas LLC
|
|
KS
|
Outback of Aspen Hill, Inc.
|
|
MD
|
Outback of Calvert County, Inc.
|
|
MD
|
Outback of Conway, Inc.
|
|
AR
|
Outback of Germantown, Inc.
|
|
MD
|
Outback of La Plata, Inc.
|
|
MD
|
Outback of Laurel, LLC
|
|
MD
|
Outback of Waldorf, Inc.
|
|
MD
|
Outback Philippines Development Holdings Corporation
|
|
PI
|
Outback Puerto Rico Designated Partner, LLC
|
|
DE
|
SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
Outback Steakhouse Brasil Participações Ltda.
|
|
BR
|
Outback Steakhouse International Investments, Co.
|
|
CI
|
Outback Steakhouse International Services, LLC
|
|
FL
|
Outback Steakhouse International, L.P.
|
|
GA
|
Outback Steakhouse International, LLC
|
|
FL
|
Outback Steakhouse Japan Co., Ltd.
|
|
JN
|
Outback Steakhouse Korea, Ltd. (f/k/a/ Aussie Chung Ltd.)
|
|
KO
|
Outback Steakhouse of Bowie, Inc.
|
|
MD
|
Outback Steakhouse of Canton, Inc.
|
|
MD
|
Outback Steakhouse of Florida, LLC
|
|
FL
|
Outback Steakhouse of Howard County, Inc.
|
|
MD
|
Outback Steakhouse of Jonesboro, Inc.
|
|
AR
|
Outback Steakhouse of Rogers, Inc.
|
|
AR
|
Outback Steakhouse of Salisbury, Inc.
|
|
MD
|
Outback Steakhouse of St. Mary’s County, Inc.
|
|
MD
|
Outback Steakhouse Restaurantes Brasil, S.A. (f/k/a Bloom Holdco)
|
|
BR
|
Outback Steakhouse West Virginia, Inc.
|
|
WV
|
Outback Steakhouse-NYC, Ltd.
|
|
FL
|
Outback/Carrabba’s Partnership
|
|
FL
|
Outback/DC, Limited Partnership
|
|
FL
|
Outback/Fleming’s Designated Partner, LLC
|
|
DE
|
Outback/Hampton, Limited Partnership
|
|
FL
|
Outback/Maryland-I, Limited Partnership
|
|
FL
|
Outback/Memphis, Limited Partnership
|
|
FL
|
Outback/Mid Atlantic-I, Limited Partnership
|
|
FL
|
Outback/Southfield, Limited Partnership
|
|
FL
|
Outback/Stone-II, Limited Partnership
|
|
FL
|
Outback-Carrabba’s of Hunt Valley, Inc.
|
|
MD
|
Owings Mills Incorporated
|
|
MD
|
Pacific Designated Partner, LLC
|
|
DE
|
Perry Hall Outback, Inc.
|
|
MD
|
Prime Designated Partner, LLC
|
|
DE
|
Prince George’s County Outback, Inc.
|
|
MD
|
Private Restaurant Master Lessee, LLC
|
|
DE
|
Private Restaurant Properties, LLC
|
|
DE
|
PRP Holdings, LLC
|
|
DE
|
Roy’s Beverages, LLC
|
|
TX
|
ROYS Florida Services, Ltd
|
|
FL
|
ROYS Maryland Services, Ltd
|
|
FL
|
Roy’s of Baltimore, LLC
|
|
MD
|
Roy’s/Calione, Limited Partnership
|
|
FL
|
Roy’s/East Atlantic-I, Limited Partnership
|
|
FL
|
Roy’s/Outback Designated Partner, LLC
|
|
DE
|
Snyderman Restaurant Group Inc
|
|
NJ
|
Williamsburg Square Joint Venture
|
|
PA
|
SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
Xuanmei Food and Beverage (Shanghai) Co., Ltd.
|
|
CN
|
1.
|
I have reviewed this Annual Report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
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
|
(d)
|
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:
|
February 24, 2015
|
/s/ Elizabeth A. Smith
|
|
|
Elizabeth A. Smith
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
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
|
(d)
|
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:
|
February 24, 2015
|
/s/ David J. Deno
|
|
|
David J. Deno
|
|
|
Executive Vice President and Chief Financial and Administrative Officer
(Principal 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:
|
February 24, 2015
|
/s/ Elizabeth A. Smith
|
|
|
Elizabeth A. Smith
|
|
|
Chief Executive Officer
(Principal 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:
|
February 24, 2015
|
/s/ David J. Deno
|
|
|
David J. Deno
|
|
|
Executive Vice President and Chief Financial and Administrative Officer
(Principal Financial Officer)
|