|
(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 27, 2015
|
|
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
|
|
PART II
|
|
PART III
|
|
PART IV
|
|
(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)
|
Consumer reactions to public health and food safety issues;
|
(iv)
|
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, including tax laws and unanticipated liabilities;
|
(v)
|
Minimum wage increases and additional mandated employee benefits;
|
(vi)
|
Fluctuations in the price and availability of commodities;
|
(vii)
|
Our ability to implement our expansion, remodeling and relocation plans due to uncertainty in locating and acquiring attractive sites on acceptable terms, obtaining required permits and approvals, recruiting and training necessary personnel, obtaining adequate financing and estimating the performance of newly opened, remodeled or relocated restaurants;
|
(viii)
|
Our ability to protect our information technology systems from interruption or security breach and to protect consumer data and personal employee information;
|
(ix)
|
The effects of international economic, political and social conditions and legal systems on our foreign operations and on foreign currency exchange rates;
|
(x)
|
Our ability to preserve and grow the reputation and value of our brands;
|
(xi)
|
Seasonal and periodic fluctuations in our results and the effects of significant adverse weather conditions and other disasters or unforeseen events;
|
(xii)
|
Our ability to effectively respond to changes in patterns of consumer traffic, consumer tastes and dietary habits;
|
(xiii)
|
Strategic actions, including acquisitions and dispositions, and our success in integrating any acquired or newly created businesses.
|
(xiv)
|
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; and
|
(xv)
|
The adequacy of our cash flow and earnings and other conditions which may affect our ability to pay dividends and repurchase shares of our common stock.
|
SEGMENT
|
|
CONCEPT
|
|
GEOGRAPHIC LOCATION
|
U.S.
|
|
Outback Steakhouse
|
|
United States of America, including Puerto Rico
|
|
Carrabba’s Italian Grill
|
|
||
|
Bonefish Grill
|
|
||
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
||
International
|
|
Outback Steakhouse (1)
|
|
Brazil, South Korea, Hong Kong, China
|
|
Carrabba’s Italian Grill (Abbraccio)
|
|
Brazil
|
(1)
|
Includes international franchise locations in
18
countries and Guam.
|
|
U.S.
|
|
INTERNATIONAL
|
||||||||||||||||||||
|
Outback
Steakhouse
|
|
Carrabba’s
Italian Grill
|
|
Bonefish Grill
|
|
Fleming’s
Prime Steakhouse & Wine Bar |
|
Outback
Steakhouse
Brazil
|
|
Outback
Steakhouse
South Korea
|
||||||||||||
Food & non-alcoholic beverage
|
89
|
%
|
|
85
|
%
|
|
78
|
%
|
|
72
|
%
|
|
82
|
%
|
|
98
|
%
|
||||||
Alcoholic beverage
|
11
|
%
|
|
15
|
%
|
|
22
|
%
|
|
28
|
%
|
|
18
|
%
|
|
2
|
%
|
||||||
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average check per person ($USD)
|
$
|
22
|
|
|
$
|
21
|
|
|
$
|
25
|
|
|
$
|
72
|
|
|
$
|
15
|
|
|
$
|
17
|
|
Average check per person (LC)
|
|
|
|
|
|
|
|
|
R$
|
48
|
|
|
₩
|
19,589
|
|
|
DECEMBER 27, 2015
|
|
DECEMBER 28, 2014
|
|
DECEMBER 31, 2013
|
||||||||||||
|
WEEKEND
|
|
WEEKDAY
|
|
WEEKEND
|
|
WEEKDAY
|
|
WEEKEND
|
|
WEEKDAY
|
||||||
Outback Steakhouse
|
100
|
%
|
|
79
|
%
|
|
100
|
%
|
|
61
|
%
|
|
100
|
%
|
|
35
|
%
|
Carrabba’s Italian Grill
|
100
|
%
|
|
62
|
%
|
|
100
|
%
|
|
55
|
%
|
|
100
|
%
|
|
40
|
%
|
|
DECEMBER 28,
2014 |
|
2015 ACTIVITY
|
|
DECEMBER 27,
2015 |
|
U.S. STATE
|
||||||
|
|
OPENED
|
|
CLOSED
|
|
|
COUNT
|
||||||
Number of restaurants:
|
|
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
|
|
|
|
|
|
|
||||
Outback Steakhouse
|
|
|
|
|
|
|
|
|
|
||||
Company-owned
|
648
|
|
|
6
|
|
|
(4
|
)
|
|
650
|
|
|
|
Franchised
|
105
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
|
Total
|
753
|
|
|
6
|
|
|
(4
|
)
|
|
755
|
|
|
48
|
Carrabba’s Italian Grill
|
|
|
|
|
|
|
|
|
|
||||
Company-owned
|
242
|
|
|
2
|
|
|
—
|
|
|
244
|
|
|
|
Franchised
|
1
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
|
Total
|
243
|
|
|
4
|
|
|
—
|
|
|
247
|
|
|
32
|
Bonefish Grill
|
|
|
|
|
|
|
|
|
|
||||
Company-owned
|
201
|
|
|
10
|
|
|
(1
|
)
|
|
210
|
|
|
|
Franchised
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
|
Total
|
206
|
|
|
10
|
|
|
(1
|
)
|
|
215
|
|
|
38
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
|
|
|
|
|
|
|
|
||||
Company-owned
|
66
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
28
|
Roy’s (1)
|
|
|
|
|
|
|
|
|
|
||||
Company-owned
|
20
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
|
International
|
|
|
|
|
|
|
|
|
|
||||
Company-owned
|
|
|
|
|
|
|
|
|
|
||||
Outback Steakhouse - Brazil (2)
|
63
|
|
|
12
|
|
|
—
|
|
|
75
|
|
|
|
Outback Steakhouse - South Korea (3)
|
91
|
|
|
5
|
|
|
(21
|
)
|
|
75
|
|
|
|
Other
|
11
|
|
|
9
|
|
|
(4
|
)
|
|
16
|
|
|
|
Franchised
|
55
|
|
|
3
|
|
|
—
|
|
|
58
|
|
|
|
Total
|
220
|
|
|
29
|
|
|
(25
|
)
|
|
224
|
|
|
|
System-wide total
|
1,508
|
|
|
49
|
|
|
(50
|
)
|
|
1,507
|
|
|
|
(1)
|
On January 26, 2015, we sold our Roy’s concept.
|
(2)
|
The restaurant counts for Brazil are reported as of November 30, 2015 and 2014, respectively, to correspond with the balance sheet dates of this subsidiary.
|
(3)
|
In the first quarter of 2015, we adopted a policy that relocated international restaurants closed more than 30 days and relocated U.S. restaurants closed more than 60 days are considered a closure. Prior periods for South Korea have been revised to conform to the current year presentation.
|
|
ROYALTY PERCENTAGE
|
|
LOCATIONS
AS OF DECEMBER 27, 2015 |
||
U.S. sales, except for qualifying lunch sales, as described below
|
1.0%
|
-
|
1.5%
|
|
235
|
U.S. lunch sales for new restaurants opened on or after June 1, 2014 (1)
|
0.5%
|
|
6
|
||
U.S. lunch sales for existing restaurants that began serving weekday lunch on or after June 1, 2014 (2)
|
0.5%
|
|
36
|
(1)
|
Lunch sales for new restaurants are defined as sales occurring prior to 4 pm local time Monday through Saturday.
|
(2)
|
Weekday lunch sales for existing restaurants are defined as sales occurring prior to 4 pm local time Monday through Friday.
|
(as a % of gross Restaurant sales)
|
MONTHLY FEES (1)
|
|||
ROYALTY
|
|
ADMIN.
|
||
Outback Steakhouse-U.S. (2)
|
3.00% - 5.00%
|
|
0.50
|
%
|
Outback Steakhouse-international (3)
|
3.00% - 6.00%
|
|
n/a
|
|
Bonefish Grill
|
2.50% - 4.00%
|
|
0.50
|
%
|
Carrabba’s Italian Grill (2)
|
5.75%
|
|
n/a
|
|
(1)
|
Under U.S. franchise agreements executed prior to 2013, each U.S. franchisee is 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 U.S. franchise agreements executed in 2013 or after, a U.S. franchisee must contribute a percentage of gross sales for national marketing programs and must also spend a certain amount of gross sales on local advertising, up to a maximum of 8.0% of gross restaurant sales for combined national marketing and local advertising.
|
(2)
|
Outback Steakhouse and Carrabba’s Italian Grill franchisees with restaurants located in airports pay royalties on gross restaurant sales of 5.00% and 5.75%, respectively, in exchange for increased operational support at those locations. All non-airport Outback Steakhouse franchisees pay royalties on gross restaurant sales of 3.00% to 3.50%. As of
December 27, 2015
, two franchised Outback Steakhouse restaurants and all franchised Carrabba’s Italian Grill restaurants were located in airports.
|
(3)
|
Royalties under international franchise agreements vary by market.
|
•
|
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, 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
|
|
52
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
David J. Deno
|
|
58
|
|
Executive Vice President and Chief Financial and Administrative Officer
|
Donagh M. Herlihy
|
|
52
|
|
Executive Vice President, Digital and Chief Information Officer
|
Joseph J. Kadow
|
|
59
|
|
Executive Vice President, Chief Legal Officer and Assistant Secretary
|
Michael Kappitt
|
|
46
|
|
Executive Vice President and President of Carrabba’s Italian Grill
|
Patrick C. Murtha
|
|
57
|
|
Executive Vice President and President of Bloomin’ Brands International
|
Gregg Scarlett
|
|
54
|
|
Executive Vice President and President of Bonefish Grill
|
Sukhdev Singh
|
|
52
|
|
Executive Vice President, Chief Development Officer and Franchising
|
Jeffrey S. Smith
|
|
53
|
|
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 (the “Senior Secured Credit Facility”) and the mortgage loan (the “PRP Mortgage Loan”) 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
|
22
|
|
|
Ohio
|
48
|
|
|
Alabama
|
1
|
|
Arizona
|
29
|
|
|
Maryland
|
42
|
|
|
Oklahoma
|
11
|
|
|
Alaska
|
1
|
|
Arkansas
|
11
|
|
|
Massachusetts
|
22
|
|
|
Pennsylvania
|
47
|
|
|
California
|
63
|
|
California
|
15
|
|
|
Michigan
|
37
|
|
|
Puerto Rico
|
2
|
|
|
Florida
|
2
|
|
Colorado
|
30
|
|
|
Minnesota
|
9
|
|
|
Rhode Island
|
4
|
|
|
Georgia
|
1
|
|
Connecticut
|
15
|
|
|
Mississippi
|
2
|
|
|
South Carolina
|
39
|
|
|
Idaho
|
6
|
|
Delaware
|
3
|
|
|
Missouri
|
16
|
|
|
South Dakota
|
2
|
|
|
Mississippi
|
7
|
|
Florida
|
222
|
|
|
Montana
|
1
|
|
|
Tennessee
|
36
|
|
|
Montana
|
2
|
|
Georgia
|
49
|
|
|
Nebraska
|
7
|
|
|
Texas
|
73
|
|
|
Ohio
|
1
|
|
Hawaii
|
6
|
|
|
Nevada
|
16
|
|
|
Utah
|
6
|
|
|
Oregon
|
7
|
|
Illinois
|
26
|
|
|
New Hampshire
|
3
|
|
|
Vermont
|
1
|
|
|
Tennessee
|
3
|
|
Indiana
|
23
|
|
|
New Jersey
|
44
|
|
|
Virginia
|
61
|
|
|
Virginia
|
1
|
|
Iowa
|
7
|
|
|
New Mexico
|
6
|
|
|
West Virginia
|
8
|
|
|
Washington
|
18
|
|
Kansas
|
7
|
|
|
New York
|
46
|
|
|
Wisconsin
|
12
|
|
|
|
|
|
Kentucky
|
17
|
|
|
North Carolina
|
65
|
|
|
Wyoming
|
2
|
|
|
|
|
|
Total U.S. company-owned
|
1,170
|
|
|
Total U.S. franchise
|
113
|
|
||||||||
INTERNATIONAL
|
||||||||||||||
COMPANY-OWNED
|
|
FRANCHISE
|
||||||||||||
Brazil (1)
|
78
|
|
|
Australia
|
7
|
|
|
Guam
|
1
|
|
|
Saudi Arabia
|
5
|
|
China (Mainland)
|
5
|
|
|
Bahamas
|
1
|
|
|
Indonesia
|
4
|
|
|
Singapore
|
2
|
|
Hong Kong
|
8
|
|
|
Canada
|
3
|
|
|
Japan
|
10
|
|
|
Taiwan
|
5
|
|
South Korea
|
75
|
|
|
Chile
|
1
|
|
|
Malaysia
|
2
|
|
|
Thailand
|
1
|
|
|
|
|
Costa Rica
|
1
|
|
|
Mexico
|
6
|
|
|
United Arab Emirates
|
1
|
|
|
|
|
|
Dominican Republic
|
2
|
|
|
Philippines
|
4
|
|
|
|
|
||
|
|
|
Ecuador
|
1
|
|
|
Qatar
|
1
|
|
|
|
|
||
Total International company-owned
|
166
|
|
|
Total International franchise
|
58
|
|
(1)
|
The restaurant count for Brazil is reported as of November 2015 to correspond with the balance sheet date of this subsidiary.
|
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
|
|
SALES PRICE
|
|
DIVIDENDS DECLARED
AND PAID (1)
|
||||||||||||||||
|
2015
|
|
2014
|
|
|||||||||||||||
|
HIGH
|
|
LOW
|
|
HIGH
|
|
LOW
|
|
2015
|
||||||||||
First Quarter
|
$
|
26.25
|
|
|
$
|
22.91
|
|
|
$
|
26.45
|
|
|
$
|
21.59
|
|
|
$
|
0.06
|
|
Second Quarter
|
24.53
|
|
|
20.86
|
|
|
24.96
|
|
|
20.16
|
|
|
0.06
|
|
|||||
Third Quarter
|
23.83
|
|
|
18.00
|
|
|
22.81
|
|
|
15.01
|
|
|
0.06
|
|
|||||
Fourth Quarter
|
19.44
|
|
|
15.90
|
|
|
24.05
|
|
|
17.45
|
|
|
0.06
|
|
(1)
|
See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations -
DIVIDENDS AND SHARE REPURCHASES
.”
|
(dollars 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
|
|
9,718
|
|
|
$
|
12.99
|
|
|
2,552
|
|
(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. On the first business day of each fiscal year, the aggregate number of shares that may be issued pursuant to our 2012 Incentive Plan automatically increases by
two
percent of the total shares then issued and outstanding.
|
|
AUGUST 8,
2012 |
|
DECEMBER 31,
2012 |
|
DECEMBER 31,
2013 |
|
DECEMBER 28,
2014 |
|
DECEMBER 27,
2015 |
||||||||||
Bloomin’ Brands, Inc. (BLMN)
|
$
|
100.00
|
|
|
$
|
126.03
|
|
|
$
|
193.47
|
|
|
$
|
191.38
|
|
|
$
|
139.38
|
|
Standard & Poor’s 500
|
100.00
|
|
|
102.72
|
|
|
135.96
|
|
|
156.76
|
|
|
157.94
|
|
|||||
Standard & Poor’s Consumer Discretionary
|
100.00
|
|
|
107.53
|
|
|
153.58
|
|
|
168.55
|
|
|
186.16
|
|
PERIOD
|
|
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
|
||||||
September 28, 2015 through October 25, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
40,001,198
|
|
October 26, 2015 through November 22, 2015
|
|
601,779
|
|
|
$
|
16.60
|
|
|
601,779
|
|
|
$
|
30,001,222
|
|
November 23, 2015 through December 27, 2015
|
|
2,651
|
|
|
$
|
16.90
|
|
|
—
|
|
|
$
|
30,001,222
|
|
Total
|
|
604,430
|
|
|
|
|
601,779
|
|
|
|
|
(1)
|
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 August 4, 2015 (the “2015 Share Repurchase Program”). Common shares repurchased during the
thirteen weeks ended December 27, 2015
represented shares repurchased under the 2015 Share Repurchase Program and 2,651 shares withheld for tax payments due upon vesting of employee restricted stock awards. On February 12, 2016, the Company’s Board of Directors canceled the remaining authorization under the 2015 Share Repurchase Program and approved a new $250.0 million authorization (the “2016 Share Repurchase Program”), as announced publicly in our press release issued on February 17, 2016. The 2016 Share Repurchase Program will expire on
August 12, 2017
.
|
|
FISCAL YEAR
|
||||||||||||||||||
(dollars in thousands, except per share data)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Restaurant sales
|
$
|
4,349,921
|
|
|
$
|
4,415,783
|
|
|
$
|
4,089,128
|
|
|
$
|
3,946,116
|
|
|
$
|
3,803,252
|
|
Other revenues
|
27,755
|
|
|
26,928
|
|
|
40,102
|
|
|
41,679
|
|
|
38,012
|
|
|||||
Total revenues (1)
|
4,377,676
|
|
|
4,442,711
|
|
|
4,129,230
|
|
|
3,987,795
|
|
|
3,841,264
|
|
|||||
Income from operations (2)
|
230,925
|
|
|
191,964
|
|
|
225,357
|
|
|
181,137
|
|
|
213,452
|
|
|||||
Net income including noncontrolling interests (2) (3)
|
131,560
|
|
|
95,926
|
|
|
214,568
|
|
|
61,304
|
|
|
109,179
|
|
|||||
Net income attributable to Bloomin’ Brands (2) (3)
|
$
|
127,327
|
|
|
$
|
91,090
|
|
|
$
|
208,367
|
|
|
$
|
49,971
|
|
|
$
|
100,005
|
|
Basic earnings per share
|
$
|
1.04
|
|
|
$
|
0.73
|
|
|
$
|
1.69
|
|
|
$
|
0.45
|
|
|
$
|
0.94
|
|
Diluted earnings per share
|
$
|
1.01
|
|
|
$
|
0.71
|
|
|
$
|
1.63
|
|
|
$
|
0.44
|
|
|
$
|
0.94
|
|
Cash dividends declared per common share
|
$
|
0.24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets (4)
|
$
|
3,032,569
|
|
|
$
|
3,338,240
|
|
|
$
|
3,267,421
|
|
|
$
|
3,003,214
|
|
|
$
|
3,337,783
|
|
Total debt, net (4)
|
1,316,864
|
|
|
1,309,797
|
|
|
1,408,088
|
|
|
1,481,101
|
|
|
2,093,137
|
|
|||||
Total stockholders’ equity (5)
|
421,900
|
|
|
556,449
|
|
|
482,709
|
|
|
220,205
|
|
|
40,297
|
|
|||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
210,263
|
|
|
$
|
237,868
|
|
|
$
|
237,214
|
|
|
$
|
178,720
|
|
|
$
|
120,906
|
|
Repurchase of common stock
|
170,769
|
|
|
930
|
|
|
436
|
|
|
—
|
|
|
—
|
|
(1)
|
Total revenues in fiscal year
2015
include
$24.3 million
of higher restaurant sales due to a change in our fiscal year end. Total revenues in fiscal
2014
year include
$46.0 million
of lower restaurant sales due to a change in our fiscal year end.
|
(2)
|
Fiscal year
2015
results include
$4.9 million
of higher income from operations due to a change in our fiscal year end and
$31.8 million
of asset impairments and restaurant closing costs related to our Bonefish Restructuring and our International and Domestic Restaurant Closure Initiatives (each as defined later). Fiscal year
2014
results include
$9.2 million
of lower 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 initial public offering (“IPO”) and $7.4 million of legal and other professional fees, primarily related to a lease amendment between OSI and PRP. Fiscal years 2012 and 2011 results include management fees and other reimbursable expenses of $13.8 million and $9.4 million, respectively, related to a management agreement with our sponsors and founders, which terminated at the time of our IPO.
|
(3)
|
Fiscal years 2015, 2014, 2013 and 2012 include
$3.0 million
,
$11.1 million
,
$14.6 million
and $21.0 million, respectively, of loss on extinguishment and modification of debt for: (i) the refinancing in 2015 and 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 2012 CMBS loan in 2012. Fiscal year 2013 includes a
$36.6 million
gain on remeasurement of a previously held equity investment related to our Brazil acquisition. Fiscal year 2013 includes a $52.0 million income tax benefit for a U.S. valuation allowance release. Fiscal year 2011 includes a $33.2 million gain related to the recovery of a note receivable from an affiliated entity.
|
(4)
|
Total assets and Total debt, net for fiscal years 2014, 2013, 2012, and 2011 include the reclassification of deferred debt issuance costs due to the adoption of ASU 2015-03 and ASU 2015-15. See Note
2
-
Summary of Significant Accounting Policies
of our Notes to Consolidated Financial Statements in Part II, Item 8 for more information.
|
(5)
|
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.
|
•
|
A decrease in total revenues of
1.5%
to
$4.4 billion
in
2015
as compared to
2014
, driven primarily by the effect of foreign currency translation, partially offset by the net benefit of restaurant openings and closures. The decrease from foreign currency translation was due to the depreciation of the Brazil Real and South Korea Won.
|
•
|
An increase in combined U.S. comparable restaurant sales of
0.5%
in
2015
, primarily due to increases from pricing and product mix, partially offset by decreases in traffic.
|
•
|
Outback International in Brazil (“Outback Brazil”) comparable restaurant sales increased by
6.3%
in
2015
due to increases in menu prices and traffic, partially offset by decreases from product mix.
|
•
|
Operating margin at the restaurant level improved
0.4%
in
fiscal year 2015
as compared to
fiscal year 2014
primarily due to: (i) the impact of certain cost saving initiatives, (ii) higher average unit volumes and (iii) lower marketing expenses. This increase was partially offset by: (i) commodity inflation, (ii) higher kitchen and labor costs due to higher wage rates and lunch expansion across certain concepts and (iii) product mix.
|
•
|
Income from operations of
$230.9 million
in
2015
compared to
$192.0 million
in
2014
, which was primarily due to lower impairments and restaurant closing costs, lower general and administrative expense and an increase in operating margin at the restaurant-level, as described above.
|
•
|
Productivity and cost management initiatives provided savings of $70.4 million in
2015
.
|
•
|
Domestically, the ongoing impacts of reduced or stagnant disposable consumer income, underemployment, national, regional and local regulatory and economic conditions and consumer confidence have had a negative effect on discretionary consumer spending.
|
•
|
We have experienced significant foreign currency impact during 2015 due primarily to fluctuations of the Brazil Real and South Korean Won relative to the U.S. dollar. During
fiscal year 2015
, restaurant sales and operating income were negatively impacted by
$119.3 million
and
$11.0 million
, respectively, from changes in foreign currency rates. When the U.S. dollar strengthens compared to other currencies, the effect is a reduction in revenues and expenses denominated in currencies other than the U.S. dollar. We anticipate continued foreign currency volatility in fiscal year 2016, primarily with respect to the Brazil Real.
|
•
|
Grow U.S. Sales and Profitability.
We plan to continue to remodel and relocate restaurants, introduce innovative menu items that match evolving consumer preferences and use limited-time offers and multimedia marketing campaigns to drive traffic and increase awareness of lunch. We will also focus on development opportunities for our concepts in the U.S. by opportunistically investing in new Outback and Fleming’s locations.
|
•
|
Accelerate International Growth.
We continue to focus on existing geographic regions in Latin America and Asia, with strategic expansion in selected emerging and high growth developed markets. Specifically, we are focusing our existing market growth in Brazil and new market growth in China. We expect to open between
40
and
50
system-wide locations in
2016
, with over half expected to be international locations.
|
•
|
Drive Long-Term Shareholder Value.
We plan to drive long-term shareholder value by reinvesting operational cash flow in our business, improving our credit profile and returning excess cash to shareholders through share repurchases and dividends.
|
•
|
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 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
—non-GAAP financial measures utilized to evaluate our operating performance, which definitions, usefulness and reconciliations are described in more detail in the “Non-GAAP Financial Measures” section below; and
|
•
|
Consumer satisfaction scores
—measurement of our consumers’ experiences in a variety of key areas.
|
FISCAL YEAR
|
|
FISCAL YEAR CHANGE IMPACT
(in operating days) |
|
INCREASE/(DECREASE) (dollars in millions)
|
||||||
|
|
RESTAURANT SALES
|
|
NET INCOME ATTRIBUTABLE TO BLOOMIN’ BRANDS
|
||||||
2015
|
|
2
|
|
$
|
24.3
|
|
|
$
|
4.9
|
|
2014
|
|
(3)
|
|
$
|
(46.0
|
)
|
|
$
|
(9.2
|
)
|
|
DECEMBER 27,
2015 |
|
DECEMBER 28,
2014 |
|
DECEMBER 31,
2013 |
|||
Number of restaurants (at end of the period):
|
|
|
|
|
|
|||
U.S.
|
|
|
|
|
|
|||
Outback Steakhouse
|
|
|
|
|
|
|||
Company-owned
|
650
|
|
|
648
|
|
|
663
|
|
Franchised
|
105
|
|
|
105
|
|
|
105
|
|
Total
|
755
|
|
|
753
|
|
|
768
|
|
Carrabba’s Italian Grill
|
|
|
|
|
|
|||
Company-owned
|
244
|
|
|
242
|
|
|
239
|
|
Franchised
|
3
|
|
|
1
|
|
|
1
|
|
Total
|
247
|
|
|
243
|
|
|
240
|
|
Bonefish Grill
|
|
|
|
|
|
|||
Company-owned
|
210
|
|
|
201
|
|
|
187
|
|
Franchised
|
5
|
|
|
5
|
|
|
7
|
|
Total
|
215
|
|
|
206
|
|
|
194
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
|
|
|
|
|||
Company-owned
|
66
|
|
|
66
|
|
|
65
|
|
Roy’s (1)
|
|
|
|
|
|
|||
Company-owned
|
—
|
|
|
20
|
|
|
21
|
|
International
|
|
|
|
|
|
|||
Company-owned
|
|
|
|
|
|
|||
Outback Steakhouse - Brazil (2)
|
75
|
|
|
63
|
|
|
48
|
|
Outback Steakhouse - South Korea (3)
|
75
|
|
|
91
|
|
|
110
|
|
Other
|
16
|
|
|
11
|
|
|
11
|
|
Franchised
|
58
|
|
|
55
|
|
|
51
|
|
Total
|
224
|
|
|
220
|
|
|
220
|
|
System-wide total
|
1,507
|
|
|
1,508
|
|
|
1,508
|
|
(1)
|
On January 26, 2015, we sold our Roy’s concept.
|
(2)
|
The restaurant counts for Brazil are reported as of November 30, 2015, 2014 and 2013, respectively, to correspond with the balance sheet dates of this subsidiary.
|
(3)
|
In the first quarter of 2015, we adopted a policy that relocated international restaurants closed more than 30 days and relocated U.S. restaurants closed more than 60 days are considered a closure. Prior periods for South Korea have been revised to conform to the current year presentation.
|
|
FISCAL YEAR
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Revenues
|
|
|
|
|
|
|||
Restaurant sales
|
99.4
|
%
|
|
99.4
|
%
|
|
99.0
|
%
|
Other revenues
|
0.6
|
|
|
0.6
|
|
|
1.0
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Costs and expenses
|
|
|
|
|
|
|||
Cost of sales (1)
|
32.6
|
|
|
32.5
|
|
|
32.6
|
|
Labor and other related (1)
|
27.7
|
|
|
27.6
|
|
|
28.3
|
|
Other restaurant operating (1)
|
23.1
|
|
|
23.8
|
|
|
23.6
|
|
Depreciation and amortization
|
4.3
|
|
|
4.3
|
|
|
4.0
|
|
General and administrative
|
6.6
|
|
|
6.9
|
|
|
6.5
|
|
Provision for impaired assets and restaurant closings
|
0.8
|
|
|
1.2
|
|
|
0.6
|
|
Income from operations of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
Total costs and expenses
|
94.7
|
|
|
95.7
|
|
|
94.5
|
|
Income from operations
|
5.3
|
|
|
4.3
|
|
|
5.5
|
|
Loss on extinguishment and modification of debt
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
Gain on remeasurement of equity method investment
|
—
|
|
|
—
|
|
|
0.9
|
|
Other expense, net
|
(*)
|
|
|
(*)
|
|
|
(*)
|
|
Interest expense, net
|
(1.3
|
)
|
|
(1.3
|
)
|
|
(1.8
|
)
|
Income before provision (benefit) for income taxes
|
3.9
|
|
|
2.7
|
|
|
4.2
|
|
Provision (benefit) for income taxes
|
0.9
|
|
|
0.5
|
|
|
(1.0
|
)
|
Net income
|
3.0
|
|
|
2.2
|
|
|
5.2
|
|
Less: net income attributable to noncontrolling interests
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
Net income attributable to Bloomin’ Brands
|
2.9
|
%
|
|
2.1
|
%
|
|
5.0
|
%
|
(1)
|
As a percentage of Restaurant sales.
|
*
|
Less than 1/10
th
of one percent of Total revenues.
|
|
FISCAL YEAR
|
||||||
(dollars in millions):
|
2015
|
|
2014 (1)
|
||||
For fiscal years 2014 and 2013
|
$
|
4,415.8
|
|
|
$
|
4,089.1
|
|
Change from:
|
|
|
|
||||
Effect of foreign currency translation
|
(119.3
|
)
|
|
(20.8
|
)
|
||
Restaurant closings (2)
|
(99.2
|
)
|
|
(61.7
|
)
|
||
Divestiture of Roy’s
|
(63.2
|
)
|
|
—
|
|
||
Restaurant openings (3)
|
153.8
|
|
|
144.3
|
|
||
Comparable restaurant sales (2)(3)
|
37.7
|
|
|
31.9
|
|
||
Change in fiscal year
|
24.3
|
|
|
(46.0
|
)
|
||
Brazil acquisition
|
—
|
|
|
279.0
|
|
||
For fiscal years 2015 and 2014
|
$
|
4,349.9
|
|
|
$
|
4,415.8
|
|
(1)
|
Activity for fiscal year 2014 has been recast to separately present the effect of foreign currency translation.
|
(2)
|
In the first quarter of 2015, we adopted a policy that relocated international restaurants closed more than 30 days and relocated U.S. restaurants closed more than 60 days are considered a closure. Prior period amounts for Restaurant closings and Comparable restaurant sales have been revised to conform to the current year presentation.
|
(3)
|
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
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Comparable restaurant sales (stores open 18 months or more) (1) (2) (3):
|
|
|
|
|
|
|||
U.S.
|
|
|
|
|
|
|||
Outback Steakhouse
|
1.8
|
%
|
|
3.1
|
%
|
|
1.6
|
%
|
Carrabba’s Italian Grill
|
(0.7
|
)%
|
|
(1.0
|
)%
|
|
(0.2
|
)%
|
Bonefish Grill
|
(3.3
|
)%
|
|
0.5
|
%
|
|
—
|
%
|
Fleming’s Prime Steakhouse & Wine Bar
|
1.3
|
%
|
|
3.2
|
%
|
|
4.5
|
%
|
Combined U.S.
|
0.5
|
%
|
|
2.0
|
%
|
|
1.2
|
%
|
International
|
|
|
|
|
|
|||
Outback Steakhouse - Brazil (4)
|
6.3
|
%
|
|
7.6
|
%
|
|
n/a
|
|
Outback Steakhouse - South Korea
|
(2.0
|
)%
|
|
(17.7
|
)%
|
|
(6.4
|
)%
|
|
|
|
|
|
|
|||
Year over year percentage change:
|
|
|
|
|
|
|
||
Menu price increases (5):
|
|
|
|
|
|
|
||
U.S.
|
|
|
|
|
|
|||
Outback Steakhouse
|
3.3
|
%
|
|
2.9
|
%
|
|
2.5
|
%
|
Carrabba’s Italian Grill
|
2.1
|
%
|
|
2.7
|
%
|
|
2.2
|
%
|
Bonefish Grill
|
2.9
|
%
|
|
2.9
|
%
|
|
2.1
|
%
|
Fleming’s Prime Steakhouse & Wine Bar
|
2.9
|
%
|
|
3.1
|
%
|
|
3.4
|
%
|
International
|
|
|
|
|
|
|||
Outback Steakhouse - Brazil (4)
|
6.4
|
%
|
|
7.1
|
%
|
|
n/a
|
|
Outback Steakhouse - South Korea
|
1.8
|
%
|
|
1.1
|
%
|
|
0.8
|
%
|
(1)
|
Comparable restaurant sales exclude the effect of fluctuations in foreign currency rates. Relocated international restaurants closed more than 30 days and relocated U.S. restaurants closed more than 60 days are excluded from comparable restaurant sales until at least 18 months after reopening.
|
(2)
|
Fiscal years
2015
and
2014
include
$24.3 million
higher restaurant sales and
$46.0 million
lower restaurant sales, respectively, due to a change in our fiscal year end.
|
(3)
|
Traffic for the fourth quarter of 2015 was as follows:
Outback Steakhouse
(4.9%),
Carrabba’s Italian Grill
(1.9%),
Bonefish Grill
(8.4%),
Fleming’s Prime Steakhouse & Wine Bar
(2.6%),
Combined U.S.
(4.6%), Outback Steakhouse Brazil (0.6%) and Outback Steakhouse South Korea 4.0%.
|
(4)
|
Effective November 1, 2013, we acquired a controlling interest in the Brazil Joint Venture resulting in the consolidation of 47 restaurants.
|
(5)
|
The stated menu price changes exclude the impact of product mix shifts to new menu offerings and discounts.
|
|
FISCAL YEAR
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Average restaurant unit volumes (dollars in thousands):
|
|
|
|
|
|
||||||
U.S.
|
|
|
|
|
|
||||||
Outback Steakhouse
|
$
|
3,430
|
|
|
$
|
3,329
|
|
|
$
|
3,230
|
|
Carrabba’s Italian Grill
|
$
|
2,954
|
|
|
$
|
2,945
|
|
|
$
|
2,998
|
|
Bonefish Grill
|
$
|
3,019
|
|
|
$
|
3,135
|
|
|
$
|
3,131
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
$
|
4,247
|
|
|
$
|
4,163
|
|
|
$
|
4,082
|
|
International
|
|
|
|
|
|
||||||
Outback Steakhouse - Brazil (1) (2)
|
$
|
4,137
|
|
|
$
|
5,659
|
|
|
n/a
|
|
|
Outback Steakhouse - South Korea (3)
|
$
|
2,266
|
|
|
$
|
2,256
|
|
|
$
|
2,677
|
|
Operating weeks:
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
|
|
|
|
||||||
Outback Steakhouse
|
33,758
|
|
|
33,687
|
|
|
34,600
|
|
|||
Carrabba’s Italian Grill
|
12,678
|
|
|
12,467
|
|
|
12,284
|
|
|||
Bonefish Grill
|
10,731
|
|
|
10,047
|
|
|
9,238
|
|
|||
Fleming’s Prime Steakhouse & Wine Bar
|
3,432
|
|
|
3,411
|
|
|
3,389
|
|
|||
International
|
|
|
|
|
|
||||||
Outback Steakhouse - Brazil (2)
|
3,563
|
|
|
2,859
|
|
|
n/a
|
|
|||
Outback Steakhouse - South Korea
|
3,939
|
|
|
5,474
|
|
|
5,641
|
|
(1)
|
Translated at average exchange rates of
3.19
and
2.33
for fiscal years 2015 and 2014, respectively.
|
(2)
|
Effective November 1, 2013, we acquired a controlling interest in the Brazil Joint Venture resulting in the consolidation 47 restaurants.
|
(3)
|
Translated at average exchange rates of
1,130.81
,
1,053.78
and
1,087.95
for fiscal years 2015, 2014 and 2013, respectively.
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||
(dollars in millions):
|
2015
|
|
2014
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Cost of sales
|
$
|
1,419.7
|
|
|
$
|
1,435.4
|
|
|
|
|
$
|
1,435.4
|
|
|
$
|
1,333.8
|
|
|
|
||
% of Restaurant sales
|
32.6
|
%
|
|
32.5
|
%
|
|
0.1
|
%
|
|
32.5
|
%
|
|
32.6
|
%
|
|
(0.1
|
)%
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||
(dollars in millions):
|
2015
|
|
2014
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Labor and other related
|
$
|
1,205.6
|
|
|
$
|
1,219.0
|
|
|
|
|
$
|
1,219.0
|
|
|
$
|
1,157.6
|
|
|
|
||
% of Restaurant sales
|
27.7
|
%
|
|
27.6
|
%
|
|
0.1
|
%
|
|
27.6
|
%
|
|
28.3
|
%
|
|
(0.7
|
)%
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||
(dollars in millions):
|
2015
|
|
2014
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Other restaurant operating
|
$
|
1,006.8
|
|
|
$
|
1,049.1
|
|
|
|
|
$
|
1,049.1
|
|
|
$
|
964.3
|
|
|
|
||
% of Restaurant sales
|
23.1
|
%
|
|
23.8
|
%
|
|
(0.7
|
)%
|
|
23.8
|
%
|
|
23.6
|
%
|
|
0.2
|
%
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||
(dollars in millions):
|
2015
|
|
2014
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Depreciation and amortization
|
$
|
190.4
|
|
|
$
|
190.9
|
|
|
|
|
$
|
190.9
|
|
|
$
|
164.1
|
|
|
|
||
% of Total revenues
|
4.3
|
%
|
|
4.3
|
%
|
|
—
|
%
|
|
4.3
|
%
|
|
4.0
|
%
|
|
0.3
|
%
|
|
FISCAL YEAR
|
||||||
(dollars in millions):
|
2015
|
|
2014
|
||||
For fiscal years 2014 and 2013
|
$
|
304.4
|
|
|
$
|
268.9
|
|
Change from:
|
|
|
|
||||
Severance
|
(7.7
|
)
|
|
9.2
|
|
||
Compensation, benefits and payroll tax
|
(7.2
|
)
|
|
4.8
|
|
||
Foreign currency exchange
|
(6.5
|
)
|
|
(1.6
|
)
|
||
Life insurance investments
|
(0.8
|
)
|
|
3.2
|
|
||
Deferred compensation
|
(0.4
|
)
|
|
(0.2
|
)
|
||
Legal & professional fees
|
3.2
|
|
|
1.2
|
|
||
Employee stock-based compensation
|
2.9
|
|
|
3.1
|
|
||
Termination of split dollar life insurance policies
|
1.9
|
|
|
2.8
|
|
||
Incentive compensation
|
0.3
|
|
|
(6.1
|
)
|
||
Brazil general and administrative
|
—
|
|
|
20.5
|
|
||
Other
|
(2.5
|
)
|
|
(1.4
|
)
|
||
For fiscal years 2015 and 2014
|
$
|
287.6
|
|
|
$
|
304.4
|
|
•
|
Severance expense was lower due to expenses associated with an organizational realignment of certain functions during fiscal 2014, partially offset by severance incurred in fiscal 2015 in connection with the International Restaurant Closure Initiative.
|
•
|
Employee compensation, benefits and payroll tax was lower primarily due to lower headcount resulting from our organizational realignment in fiscal 2014 and the International Restaurant Closure Initiative, partially offset by higher costs related to additional plan benefits.
|
•
|
The effects of foreign currency exchange, primarily the depreciation of the Brazil Real.
|
•
|
Legal and professional fees were higher due to: (i) certain technology projects supporting the growth of our operations, (ii) legal costs primarily associated with a litigation settlement and (iii) certain other professional service fees.
|
•
|
Employee stock-based compensation increased due to new grants, partially offset by grants fully vesting and forfeitures.
|
•
|
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 compensation, benefits and payroll tax were higher primarily due to higher capitalized costs in fiscal year 2013 due to a financial system project.
|
•
|
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.
|
•
|
A net decrease in the cash surrender value of life insurance investments related to our partner deferred compensation programs.
|
•
|
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.
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||||
(dollars in millions):
|
2015
|
|
2014
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||||
Provision for impaired assets and restaurant closings
|
$
|
36.7
|
|
|
$
|
52.1
|
|
|
$
|
(15.4
|
)
|
|
$
|
52.1
|
|
|
$
|
22.8
|
|
|
$
|
29.3
|
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||
(dollars in millions):
|
2015
|
|
2014
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Income from operations
|
$
|
230.9
|
|
|
$
|
192.0
|
|
|
|
|
$
|
192.0
|
|
|
$
|
225.4
|
|
|
|
||
% of Total revenues
|
5.3
|
%
|
|
4.3
|
%
|
|
1.0
|
%
|
|
4.3
|
%
|
|
5.5
|
%
|
|
(1.2
|
)%
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||
(dollars in millions)
|
2015
|
|
2014
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||
Loss on extinguishment and modification of debt
|
3.0
|
|
|
11.1
|
|
|
(8.1
|
)
|
|
11.1
|
|
|
14.6
|
|
|
(3.5
|
)
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||||
(dollars in millions):
|
2015
|
|
2014
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||||
Other expense, net
|
$
|
(0.9
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
0.3
|
|
|
$
|
(1.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(1.0
|
)
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||||||||
(dollars in millions):
|
2015
|
|
2014
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||||
Interest expense, net
|
$
|
56.2
|
|
|
$
|
59.7
|
|
|
$
|
(3.5
|
)
|
|
$
|
59.7
|
|
|
$
|
74.8
|
|
|
$
|
(15.1
|
)
|
|
FISCAL YEAR
|
|
|
|
FISCAL YEAR
|
|
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||
Effective income tax rate
|
23.0
|
%
|
|
20.0
|
%
|
|
3.0
|
%
|
|
20.0
|
%
|
|
(24.5
|
)%
|
|
44.5
|
%
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Segment income from operations
|
|
|
|
|
|
||||||
U.S.
|
$
|
342,224
|
|
|
$
|
320,561
|
|
|
$
|
314,525
|
|
International
|
34,597
|
|
|
25,020
|
|
|
57,409
|
|
|||
Total segment income from operations
|
376,821
|
|
|
345,581
|
|
|
371,934
|
|
|||
Unallocated corporate operating expense - Cost of sales, Labor and other related and Other restaurant operating
|
13,067
|
|
|
14,452
|
|
|
(5,701
|
)
|
|||
Unallocated corporate operating expense - Depreciation and amortization and General and administrative
|
(158,963
|
)
|
|
(168,069
|
)
|
|
(140,876
|
)
|
|||
Unallocated corporate operating expense
|
(145,896
|
)
|
|
(153,617
|
)
|
|
(146,577
|
)
|
|||
Total income from operations
|
230,925
|
|
|
191,964
|
|
|
225,357
|
|
|||
Loss on extinguishment and modification of debt
|
(2,956
|
)
|
|
(11,092
|
)
|
|
(14,586
|
)
|
|||
Gain on remeasurement of equity method investment
|
—
|
|
|
—
|
|
|
36,608
|
|
|||
Other expense, net
|
(939
|
)
|
|
(1,244
|
)
|
|
(246
|
)
|
|||
Interest expense, net
|
(56,176
|
)
|
|
(59,658
|
)
|
|
(74,773
|
)
|
|||
Income before provision (benefit) for income taxes
|
$
|
170,854
|
|
|
$
|
119,970
|
|
|
$
|
172,360
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
||||||
Restaurant sales
|
$
|
3,857,162
|
|
|
$
|
3,832,373
|
|
|
$
|
3,745,071
|
|
Other revenues
|
22,581
|
|
|
21,906
|
|
|
24,282
|
|
|||
Total revenues
|
$
|
3,879,743
|
|
|
$
|
3,854,279
|
|
|
$
|
3,769,353
|
|
Restaurant-level operating margin
|
15.8
|
%
|
|
15.4
|
%
|
|
15.5
|
%
|
|||
Income from operations
|
342,224
|
|
|
320,561
|
|
|
314,525
|
|
|||
Operating income margin
|
8.8
|
%
|
|
8.3
|
%
|
|
8.3
|
%
|
|
FISCAL YEAR
|
||||||
(dollars in millions)
|
2015
|
|
2014
|
||||
For fiscal years 2014 and 2013
|
$
|
3,832.4
|
|
|
$
|
3,745.1
|
|
Change from:
|
|
|
|
||||
Restaurant openings (1)
|
66.1
|
|
|
96.1
|
|
||
Change in fiscal year
|
22.8
|
|
|
(43.8
|
)
|
||
Comparable restaurant sales (1)
|
20.1
|
|
|
75.1
|
|
||
Divestiture of Roy’s
|
(63.2
|
)
|
|
—
|
|
||
Restaurant closings
|
(21.1
|
)
|
|
(40.1
|
)
|
||
For fiscal years 2015 and 2014
|
$
|
3,857.1
|
|
|
$
|
3,832.4
|
|
(1)
|
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
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
||||||
Restaurant sales
|
$
|
492,759
|
|
|
$
|
583,410
|
|
|
$
|
344,058
|
|
Other revenues
|
5,174
|
|
|
5,022
|
|
|
15,819
|
|
|||
Total revenues
|
$
|
497,933
|
|
|
$
|
588,432
|
|
|
$
|
359,877
|
|
Restaurant-level operating margin
|
19.3
|
%
|
|
18.4
|
%
|
|
17.4
|
%
|
|||
Income from operations
|
34,597
|
|
|
25,020
|
|
|
57,409
|
|
|||
Operating income margin
|
6.9
|
%
|
|
4.3
|
%
|
|
16.0
|
%
|
|
FISCAL YEAR
|
||||||
(dollars in millions)
|
2015
|
|
2014 (1)
|
||||
For fiscal years 2014 and 2013
|
$
|
583.4
|
|
|
$
|
344.1
|
|
Change from:
|
|
|
|
||||
Effect of foreign currency translation
|
(119.3
|
)
|
|
(20.8
|
)
|
||
Restaurant closings (2)
|
(78.1
|
)
|
|
(21.6
|
)
|
||
Brazil acquisition (3)
|
—
|
|
|
279.0
|
|
||
Restaurant openings (4)
|
87.7
|
|
|
48.2
|
|
||
Comparable restaurant sales (2)(4)
|
17.6
|
|
|
(43.2
|
)
|
||
Change in fiscal year
|
1.5
|
|
|
(2.2
|
)
|
||
For fiscal years 2015 and 2014
|
$
|
492.8
|
|
|
$
|
583.5
|
|
(1)
|
Activity for fiscal year 2014 has been recast to separately present the effect of foreign currency translation.
|
(2)
|
In the first quarter of 2015, we adopted a policy that relocated international restaurants closed more than 30 days and relocated U.S. restaurants closed more than 60 days are considered a closure. Prior period amounts for Restaurant closings and Comparable restaurant sales have been revised to conform to the current year presentation.
|
(3)
|
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.
|
(4)
|
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
|
||||||||||
COMPANY-OWNED RESTAURANT SALES (dollars in millions):
|
2015
|
|
2014
|
|
2013
|
||||||
U.S.
|
|
|
|
|
|
||||||
Outback Steakhouse
|
$
|
2,226
|
|
|
$
|
2,168
|
|
|
$
|
2,142
|
|
Carrabba’s Italian Grill
|
720
|
|
|
710
|
|
|
706
|
|
|||
Bonefish Grill
|
623
|
|
|
609
|
|
|
555
|
|
|||
Fleming’s Prime Steakhouse & Wine Bar
|
280
|
|
|
275
|
|
|
265
|
|
|||
Other
|
8
|
|
|
71
|
|
|
77
|
|
|||
Total
|
3,857
|
|
|
3,833
|
|
|
3,745
|
|
|||
International
|
|
|
|
|
|
||||||
Outback Steakhouse-Brazil
|
283
|
|
|
310
|
|
|
24
|
|
|||
Outback Steakhouse-South Korea
|
172
|
|
|
239
|
|
|
289
|
|
|||
Other
|
38
|
|
|
34
|
|
|
31
|
|
|||
Total
|
493
|
|
|
583
|
|
|
344
|
|
|||
Total Company-owned restaurant sales
|
$
|
4,350
|
|
|
$
|
4,416
|
|
|
$
|
4,089
|
|
|
FISCAL YEAR
|
||||||||||
FRANCHISE SALES (dollars in millions): (1)
|
2015
|
|
2014
|
|
2013
|
||||||
Outback Steakhouse
|
|
|
|
|
|
||||||
U.S.
|
$
|
340
|
|
|
$
|
323
|
|
|
$
|
317
|
|
International
|
115
|
|
|
122
|
|
|
335
|
|
|||
Total
|
455
|
|
|
445
|
|
|
652
|
|
|||
Carrabba’s Italian Grill
|
9
|
|
|
4
|
|
|
4
|
|
|||
Bonefish Grill
|
12
|
|
|
13
|
|
|
18
|
|
|||
Total franchise sales (1)
|
$
|
476
|
|
|
$
|
462
|
|
|
$
|
674
|
|
Income from franchise and unconsolidated joint ventures (2)
|
$
|
17
|
|
|
$
|
19
|
|
|
$
|
41
|
|
(1)
|
Franchise sales are not included in Total revenues in the
Consolidated Statements of Operations and Comprehensive Income
.
|
(2)
|
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
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
U.S. GAAP
|
|
ADJUSTED (1)
|
|
U.S. GAAP
|
|
ADJUSTED (2)
|
|
U.S. GAAP
|
|
ADJUSTED (3)
|
||||||
Restaurant sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
32.6
|
%
|
|
32.6
|
%
|
|
32.5
|
%
|
|
32.5
|
%
|
|
32.6
|
%
|
|
32.6
|
%
|
Labor and other related
|
27.7
|
%
|
|
27.8
|
%
|
|
27.6
|
%
|
|
27.6
|
%
|
|
28.3
|
%
|
|
27.9
|
%
|
Other restaurant operating
|
23.1
|
%
|
|
23.1
|
%
|
|
23.8
|
%
|
|
24.0
|
%
|
|
23.6
|
%
|
|
23.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Restaurant-level operating margin
|
16.5
|
%
|
|
16.5
|
%
|
|
16.1
|
%
|
|
15.9
|
%
|
|
15.5
|
%
|
|
15.9
|
%
|
(1)
|
Includes adjustments for the favorable resolution of payroll tax audit contingencies of $5.6 million, offset by legal settlement costs of $4.0 million, primarily related to the Cardoza litigation. The payroll audit adjustment was recorded in Labor and other related and the legal settlement was recorded in Other restaurant operating.
|
(2)
|
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.
|
(3)
|
Includes an adjustment of $17.0 million for payroll tax audit contingencies, which were recorded in Labor and other related.
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands, except per share amounts)
|
2015
|
|
2014
|
|
2013
|
||||||
Income from operations
|
$
|
230,925
|
|
|
$
|
191,964
|
|
|
$
|
225,357
|
|
Operating income margin
|
5.3
|
%
|
|
4.3
|
%
|
|
5.5
|
%
|
|||
Adjustments:
|
|
|
|
|
|
||||||
Restaurant impairments and closing costs (1)
|
33,507
|
|
|
26,841
|
|
|
18,695
|
|
|||
Payroll tax audit contingency (2)
|
(5,587
|
)
|
|
—
|
|
|
17,000
|
|
|||
Purchased intangibles amortization (3)
|
4,334
|
|
|
5,952
|
|
|
560
|
|
|||
Restaurant relocations, remodels and related costs (4)
|
3,625
|
|
|
249
|
|
|
—
|
|
|||
Asset impairments and related costs (5)
|
746
|
|
|
24,490
|
|
|
—
|
|
|||
Transaction-related expenses (6)
|
1,294
|
|
|
1,347
|
|
|
3,888
|
|
|||
Legal and contingent matters (7)
|
5,843
|
|
|
(6,070
|
)
|
|
—
|
|
|||
Severance (8)
|
—
|
|
|
9,045
|
|
|
—
|
|
|||
Total income from operations adjustments
|
$
|
43,762
|
|
|
$
|
61,854
|
|
|
$
|
40,143
|
|
Adjusted income from operations
|
$
|
274,687
|
|
|
$
|
253,818
|
|
|
$
|
265,500
|
|
Adjusted operating income margin
|
6.3
|
%
|
|
5.7
|
%
|
|
6.4
|
%
|
|||
|
|
|
|
|
|
||||||
Net income attributable to Bloomin’ Brands
|
$
|
127,327
|
|
|
$
|
91,090
|
|
|
$
|
208,367
|
|
Adjustments:
|
|
|
|
|
|
||||||
Income from operations adjustments
|
43,762
|
|
|
61,854
|
|
|
40,143
|
|
|||
Loss on disposal of business and disposal of assets (9)
|
1,328
|
|
|
770
|
|
|
—
|
|
|||
Loss on extinguishment and modification of debt (10)
|
2,956
|
|
|
11,092
|
|
|
14,586
|
|
|||
Gain on remeasurement of equity method investment (11)
|
—
|
|
|
—
|
|
|
(36,608
|
)
|
|||
Total adjustments, before income taxes
|
48,046
|
|
|
73,716
|
|
|
18,121
|
|
|||
Adjustment to provision for income taxes (12)
|
(15,314
|
)
|
|
(23,996
|
)
|
|
(84,114
|
)
|
|||
Net adjustments
|
32,732
|
|
|
49,720
|
|
|
(65,993
|
)
|
|||
Adjusted net income
|
$
|
160,059
|
|
|
$
|
140,810
|
|
|
$
|
142,374
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
$
|
1.01
|
|
|
$
|
0.71
|
|
|
$
|
1.63
|
|
Adjusted diluted earnings per share
|
$
|
1.27
|
|
|
$
|
1.10
|
|
|
$
|
1.11
|
|
|
|
|
|
|
|
||||||
Diluted weighted average common shares outstanding
|
125,585
|
|
|
128,317
|
|
|
128,074
|
|
(1)
|
Represents expenses incurred for the Bonefish Restructuring and the International and Domestic Restaurant Closure Initiatives.
|
(2)
|
Relates to a payroll tax audit contingency adjustment, for the employer’s share of FICA taxes related to cash tips allegedly received and unreported by our employees during calendar years 2011 and 2012, which is recorded in Labor and other related expenses. In addition, a deferred income tax adjustment has been recorded for the allowable income tax credits for the employer’s share of FICA taxes expected to be paid, which is included in Provision (benefit) for income taxes and offsets the adjustment to Labor and other related expenses. As a result, there is no impact to Net income from this adjustment. See footnote 12 to this table.
|
(3)
|
Represents non-cash intangible amortization recorded as a result of the acquisition of our Brazil operations.
|
(4)
|
Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation and remodel programs.
|
(5)
|
Represents asset impairment charges and related costs associated with our decision to sell the Roy’s concept and corporate aircraft.
|
(6)
|
Relates primarily to the following: (i) costs incurred with the secondary offerings of our common stock in March 2015, November 2014, March 2014 and May 2013; (ii) costs incurred in 2015 with our sale-leaseback initiative and (iii) costs incurred in 2013 to acquire a controlling ownership interest in our Brazil operations.
|
(7)
|
Fees and expenses related to certain legal and contingent matters, including the Cardoza litigation, in fiscal year 2015. During fiscal year 2014, we recognized a gain on a legal settlement.
|
(8)
|
Relates to severance expense incurred as a result of our organizational realignment.
|
(9)
|
Primarily represents loss on the sale of: (i) our Roy
’
s business in fiscal 2015 and (ii) one Company-owned Outback Steakhouse location in Mexico in fiscal 2014.
|
(10)
|
Relates to the refinancing of our Senior Secured Credit Facility in December 2015, March 2015 and May 2014 and the repricing in 2013.
|
(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 2015 and 2014, respectively, are calculated based on the statutory rate applicable to jurisdictions in which the above non-GAAP adjustments relate. Additionally, for fiscal year 2015, a deferred income tax adjustment has been recorded for the allowable income tax credits for the employer’s share of FICA taxes expected to be paid. See footnote 2 to this table. 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.
|
|
SENIOR SECURED CREDIT FACILITY
|
|
2012 CMBS LOAN (1)
|
|
|
||||||||||||||||||||||||||
(dollars in thousands)
|
TERM LOAN A
|
|
TERM LOAN A-1
|
|
TERM LOAN B
|
|
REVOLVING FACILITY
|
|
FIRST MORTGAGE LOAN
|
|
FIRST MEZZANINE LOAN
|
|
SECOND MEZZANINE LOAN
|
|
TOTAL CREDIT FACILITIES
|
||||||||||||||||
Balance as of
December 31, 2013 |
$
|
—
|
|
|
—
|
|
|
$
|
935,000
|
|
|
$
|
—
|
|
|
$
|
311,644
|
|
|
$
|
86,131
|
|
|
$
|
86,704
|
|
|
$
|
1,419,479
|
|
|
2014 new debt (2)
|
300,000
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700,000
|
|
||||||||
2014 payments (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
|
|
||||||||
2015 new debt (3)
|
—
|
|
|
150,000
|
|
|
—
|
|
|
565,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
715,300
|
|
||||||||
2015 payments (3)(4)
|
(18,750
|
)
|
|
—
|
|
|
(225,000
|
)
|
|
(458,300
|
)
|
|
(10,177
|
)
|
|
(1,099
|
)
|
|
(714
|
)
|
|
(714,040
|
)
|
||||||||
Balance as of
December 27, 2015 |
$
|
277,500
|
|
|
$
|
150,000
|
|
|
$
|
—
|
|
|
$
|
432,000
|
|
|
$
|
289,588
|
|
|
$
|
84,028
|
|
|
$
|
85,353
|
|
|
$
|
1,318,469
|
|
(1)
|
See Note
22
-
Subsequent Events
for additional details regarding the extinguishment of the 2012 CMBS loan.
|
(2)
|
Includes $700.0 million related to a refinancing of our Senior Secured Credit Facility, which did not increase total indebtedness.
|
(3)
|
Includes $215.0 million related to a refinancing of our Senior Secured Credit Facility to repay the remaining Term loan B balance and $150.0 million for an incremental Term loan A-1, which was used to repay a portion of the outstanding revolving credit facility.
|
(4)
|
Subsequent to
December 27, 2015
, we made payments of
$70.0 million
on our revolving credit facility. On February 11, 2016, we drew
$185.0 million
on our revolving credit facility. The drawdowns, together with the proceeds from the PRP Mortgage Loan, were used to prepay a portion, and fully defease the remainder, of the 2012 CMBS loan.
|
|
|
|
|
|
|
|
OUTSTANDING
|
|||||||||
(dollars in thousands)
|
INTEREST RATE
DECEMBER 27, 2015 |
|
ORIGINAL FACILITY
|
|
PRINCIPAL MATURITY DATE
|
|
DECEMBER 27,
2015 |
|
DECEMBER 28,
2014 |
|||||||
Term loan A, net of discount of $2.9 million (1)
|
2.26
|
%
|
|
$
|
300,000
|
|
|
May 2019
|
|
$
|
277,500
|
|
|
$
|
296,250
|
|
Term loan A-1 (2)
|
2.34
|
%
|
|
150,000
|
|
|
May 2019
|
|
150,000
|
|
|
—
|
|
|||
Term loan B, net of discount of $10.0 million
|
—
|
%
|
|
225,000
|
|
|
—
|
|
—
|
|
|
225,000
|
|
|||
Revolving credit facility (1) (3)
|
2.29
|
%
|
|
825,000
|
|
|
May 2019
|
|
432,000
|
|
|
325,000
|
|
|||
Total Senior Secured Credit Facility
|
|
|
1,500,000
|
|
|
|
|
859,500
|
|
|
846,250
|
|
||||
First mortgage loan (1)
|
4.13
|
%
|
|
324,800
|
|
|
April 2017
|
|
289,588
|
|
|
299,765
|
|
|||
First mezzanine loan
|
9.00
|
%
|
|
87,600
|
|
|
April 2017
|
|
84,028
|
|
|
85,127
|
|
|||
Second mezzanine loan
|
11.25
|
%
|
|
87,600
|
|
|
April 2017
|
|
85,353
|
|
|
86,067
|
|
|||
Total 2012 CMBS loan
|
|
|
500,000
|
|
|
|
|
458,969
|
|
|
470,959
|
|
||||
Total credit facilities
|
|
|
$
|
2,000,000
|
|
|
|
|
$
|
1,318,469
|
|
|
$
|
1,317,209
|
|
(1)
|
Represents the weighted-average interest rate for the respective period.
|
(2)
|
On December 11, 2015, OSI entered into the Fifth Amendment to its Credit Agreement which provided an incremental Term loan A-1 in an aggregate principal amount of
$150.0 million
.
|
(3)
|
On March 31, 2015, OSI entered into the Fourth Amendment to its Credit Agreement, to effect an increase of OSI’s existing revolving credit facility from
$600.0 million
to
$825.0 million
in order to fully pay down its existing Term loan B on April 2, 2015.
|
PAYMENT DATE
|
|
INITIAL MATURITY
|
|
EXTENSION
|
||||
February 28, 2017
|
|
$
|
90,000
|
|
|
$
|
90,000
|
|
August 31, 2017
|
|
50,000
|
|
|
50,000
|
|
||
February 11, 2018 (1)
|
|
160,000
|
|
|
50,000
|
|
||
August 31, 2018
|
|
—
|
|
|
50,000
|
|
||
February 11, 2019
|
|
—
|
|
|
60,000
|
|
||
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
(1)
|
If the Extension is exercised, the payment date is February 28, 2018.
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by operating activities
|
$
|
397,430
|
|
|
$
|
352,006
|
|
|
$
|
377,264
|
|
Net cash used in investing activities
|
(180,643
|
)
|
|
(240,342
|
)
|
|
(346,137
|
)
|
|||
Net cash used in financing activities
|
(241,001
|
)
|
|
(148,731
|
)
|
|
(87,127
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(9,193
|
)
|
|
(7,060
|
)
|
|
4,181
|
|
|||
Net decrease in cash and cash equivalents
|
$
|
(33,407
|
)
|
|
$
|
(44,127
|
)
|
|
$
|
(51,819
|
)
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Capital expenditures
|
$
|
(210,263
|
)
|
|
$
|
(237,868
|
)
|
|
$
|
(237,214
|
)
|
Acquisition of business, net of cash acquired
|
—
|
|
|
(3,063
|
)
|
|
(100,319
|
)
|
|||
Purchases of life insurance policies
|
(4,753
|
)
|
|
(1,682
|
)
|
|
(4,159
|
)
|
|||
Investment in unconsolidated affiliates
|
(739
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds received from life insurance policies
|
14,942
|
|
|
627
|
|
|
1,239
|
|
|||
Proceeds from sale of a business
|
7,798
|
|
|
—
|
|
|
—
|
|
|||
Net change in restricted cash
|
6,952
|
|
|
(4,101
|
)
|
|
(8,907
|
)
|
|||
Proceeds from disposal of property, fixtures and equipment
|
5,420
|
|
|
5,745
|
|
|
3,223
|
|
|||
Net cash used in investing activities
|
$
|
(180,643
|
)
|
|
$
|
(240,342
|
)
|
|
$
|
(346,137
|
)
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Repayments of debt
|
$
|
(716,376
|
)
|
|
$
|
(925,873
|
)
|
|
$
|
(180,805
|
)
|
Repurchase of common stock
|
(170,769
|
)
|
|
(930
|
)
|
|
(436
|
)
|
|||
Repayments of partner deposits and accrued partner obligations
|
(42,555
|
)
|
|
(24,925
|
)
|
|
(23,286
|
)
|
|||
Cash dividends paid on common stock
|
(29,332
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to noncontrolling interests
|
(4,761
|
)
|
|
(5,062
|
)
|
|
(8,086
|
)
|
|||
Financing fees
|
(2,010
|
)
|
|
(4,492
|
)
|
|
(12,519
|
)
|
|||
Purchase of limited partnership and noncontrolling interests
|
(890
|
)
|
|
(17,211
|
)
|
|
—
|
|
|||
Proceeds from borrowings
|
715,300
|
|
|
816,088
|
|
|
100,000
|
|
|||
Proceeds from exercise of stock options
|
6,024
|
|
|
9,070
|
|
|
27,786
|
|
|||
Contributions from noncontrolling interests
|
3,635
|
|
|
1,872
|
|
|
27
|
|
|||
Excess tax benefits from stock-based compensation
|
733
|
|
|
2,732
|
|
|
4,363
|
|
|||
Repayments of notes receivable due from stockholders
|
—
|
|
|
—
|
|
|
5,829
|
|
|||
Net cash used in financing activities
|
$
|
(241,001
|
)
|
|
$
|
(148,731
|
)
|
|
$
|
(87,127
|
)
|
(dollars in thousands)
|
DECEMBER 27,
2015 |
|
DECEMBER 28,
2014 |
||||
Current assets
|
$
|
418,644
|
|
|
$
|
598,725
|
|
Current liabilities
|
814,166
|
|
|
838,284
|
|
||
Working capital (deficit) (1)
|
$
|
(395,522
|
)
|
|
$
|
(239,559
|
)
|
(1)
|
We adopted ASU No. 2015-17, with prospective application, resulting in the classification of deferred tax assets and liabilities as noncurrent in the Consolidated Balance Sheet as of December 27, 2015. See Note
2
-
Summary of Significant Accounting Policies
for additional detail regarding the adoption of this standard.
|
(dollars in thousands)
|
DIVIDENDS PAID
|
|
SHARE REPURCHASES
|
|
TAXES RELATED TO SETTLEMENT OF EQUITY AWARDS
|
|
TOTAL
|
||||||||
Thirteen weeks ended March 29, 2015 (1)
|
$
|
7,423
|
|
|
$
|
70,000
|
|
|
$
|
322
|
|
|
$
|
77,745
|
|
Thirteen weeks ended June 28, 2015
|
7,391
|
|
|
30,000
|
|
|
203
|
|
|
37,594
|
|
||||
Thirteen weeks ended September 27, 2015
|
7,333
|
|
|
59,999
|
|
|
200
|
|
|
67,532
|
|
||||
Thirteen weeks ended December 27, 2015
|
7,185
|
|
|
10,000
|
|
|
45
|
|
|
17,230
|
|
||||
Total
|
$
|
29,332
|
|
|
$
|
169,999
|
|
|
$
|
770
|
|
|
$
|
200,101
|
|
(1)
|
Includes the repurchase of
$70.0 million
of our common stock in connection with the secondary public offering by Bain Capital in March 2015.
|
|
PAYMENTS DUE BY PERIOD
|
||||||||||||||||||
|
|
|
LESS THAN
|
|
1-3
|
|
3-5
|
|
MORE THAN
|
||||||||||
(dollars in thousands)
|
TOTAL
|
|
1 YEAR
|
|
YEARS
|
|
YEARS
|
|
5 YEARS
|
||||||||||
Recorded Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt (1)
|
$
|
1,316,864
|
|
|
$
|
31,853
|
|
|
$
|
516,161
|
|
|
$
|
766,946
|
|
|
$
|
1,904
|
|
Deferred compensation and other partner obligations (2)
|
156,297
|
|
|
21,826
|
|
|
56,252
|
|
|
43,358
|
|
|
34,861
|
|
|||||
Other recorded contractual obligations (3)
|
21,110
|
|
|
4,761
|
|
|
4,565
|
|
|
1,884
|
|
|
9,900
|
|
|||||
Unrecorded Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest (4)
|
129,174
|
|
|
57,341
|
|
|
61,873
|
|
|
9,960
|
|
|
—
|
|
|||||
Operating leases
|
960,162
|
|
|
143,866
|
|
|
243,594
|
|
|
178,838
|
|
|
393,864
|
|
|||||
Purchase obligations (5)
|
509,662
|
|
|
216,527
|
|
|
180,790
|
|
|
79,007
|
|
|
33,338
|
|
|||||
Total contractual obligations
|
$
|
3,093,269
|
|
|
$
|
476,174
|
|
|
$
|
1,063,235
|
|
|
$
|
1,079,993
|
|
|
$
|
473,867
|
|
(1)
|
Includes capital lease obligations. Excludes unamortized discount of
$3.5 million
. See Footnote
22
-
Subsequent Events
of our Notes to Consolidated Financial Statements in Part II, Item 8 for additional details regarding the PRP Mortgage Loan, which is excluded from this table.
|
(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 27, 2015
, unrecognized tax benefits of
$19.4 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 27, 2015
and assume only scheduled principal payments. Estimated interest expense includes the impact of our variable-to-fixed interest rate swap agreements. As of
December 27, 2015
, we had a derivative liability of
$10.1 million
for the interest rate swap agreements recorded in our Consolidated Balance Sheet. See Footnote
22
-
Subsequent Events
of our Notes to Consolidated Financial Statements in Part II, Item 8 for additional details regarding the PRP Mortgage Loan interest, which is excluded from this table.
|
(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, restaurant level service contracts, advertising, insurance and technology.
|
(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 19 basis points to 71 basis points.
|
(3)
|
Excludes the floating rate component of the 2012 CMBS loan.
|
|
PAGE NO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 27,
2015 |
|
DECEMBER 28,
2014 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
132,337
|
|
|
$
|
165,744
|
|
Current portion of restricted cash and cash equivalents
|
6,772
|
|
|
6,829
|
|
||
Inventories
|
80,704
|
|
|
80,817
|
|
||
Deferred income tax assets
|
—
|
|
|
123,866
|
|
||
Assets held for sale
|
784
|
|
|
16,667
|
|
||
Other current assets, net
|
198,047
|
|
|
204,802
|
|
||
Total current assets
|
418,644
|
|
|
598,725
|
|
||
Restricted cash
|
16,265
|
|
|
25,451
|
|
||
Property, fixtures and equipment, net
|
1,594,460
|
|
|
1,629,311
|
|
||
Goodwill
|
300,861
|
|
|
341,540
|
|
||
Intangible assets, net
|
546,837
|
|
|
585,432
|
|
||
Deferred income tax assets
|
7,631
|
|
|
6,038
|
|
||
Other assets, net
|
147,871
|
|
|
151,743
|
|
||
Total assets
|
$
|
3,032,569
|
|
|
$
|
3,338,240
|
|
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
193,116
|
|
|
$
|
191,207
|
|
Accrued and other current liabilities
|
206,611
|
|
|
246,243
|
|
||
Unearned revenue
|
382,586
|
|
|
376,696
|
|
||
Current portion of long-term debt, net
|
31,853
|
|
|
24,138
|
|
||
Total current liabilities
|
814,166
|
|
|
838,284
|
|
||
Deferred rent
|
139,758
|
|
|
121,819
|
|
||
Deferred income tax liabilities
|
53,546
|
|
|
181,125
|
|
||
Long-term debt, net
|
1,285,011
|
|
|
1,285,659
|
|
||
Other long-term liabilities, net
|
294,662
|
|
|
330,171
|
|
||
Total liabilities
|
2,587,143
|
|
|
2,757,058
|
|
||
Commitments and contingencies (Note 19)
|
|
|
|
||||
Mezzanine Equity
|
|
|
|
||||
Redeemable noncontrolling interests
|
23,526
|
|
|
24,733
|
|
||
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 27, 2015 and December 28, 2014
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 475,000,000 shares authorized; 119,214,522 and 125,949,870 shares issued and outstanding as of December 27, 2015 and December 28, 2014, respectively
|
1,192
|
|
|
1,259
|
|
||
Additional paid-in capital
|
1,072,861
|
|
|
1,085,627
|
|
||
Accumulated deficit
|
(518,360
|
)
|
|
(474,994
|
)
|
||
Accumulated other comprehensive loss
|
(147,367
|
)
|
|
(60,542
|
)
|
||
Total Bloomin’ Brands stockholders’ equity
|
408,326
|
|
|
551,350
|
|
||
Noncontrolling interests
|
13,574
|
|
|
5,099
|
|
||
Total stockholders’ equity
|
421,900
|
|
|
556,449
|
|
||
Total liabilities, mezzanine equity and stockholders’ equity
|
$
|
3,032,569
|
|
|
$
|
3,338,240
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
FISCAL YEAR
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
||||||
Restaurant sales
|
$
|
4,349,921
|
|
|
$
|
4,415,783
|
|
|
$
|
4,089,128
|
|
Other revenues
|
27,755
|
|
|
26,928
|
|
|
40,102
|
|
|||
Total revenues
|
4,377,676
|
|
|
4,442,711
|
|
|
4,129,230
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Cost of sales
|
1,419,689
|
|
|
1,435,359
|
|
|
1,333,842
|
|
|||
Labor and other related
|
1,205,610
|
|
|
1,218,961
|
|
|
1,157,622
|
|
|||
Other restaurant operating
|
1,006,772
|
|
|
1,049,053
|
|
|
964,279
|
|
|||
Depreciation and amortization
|
190,399
|
|
|
190,911
|
|
|
164,094
|
|
|||
General and administrative
|
287,614
|
|
|
304,382
|
|
|
268,928
|
|
|||
Provision for impaired assets and restaurant closings
|
36,667
|
|
|
52,081
|
|
|
22,838
|
|
|||
Income from operations of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(7,730
|
)
|
|||
Total costs and expenses
|
4,146,751
|
|
|
4,250,747
|
|
|
3,903,873
|
|
|||
Income from operations
|
230,925
|
|
|
191,964
|
|
|
225,357
|
|
|||
Loss on extinguishment and modification of debt
|
(2,956
|
)
|
|
(11,092
|
)
|
|
(14,586
|
)
|
|||
Gain on remeasurement of equity method investment
|
—
|
|
|
—
|
|
|
36,608
|
|
|||
Other expense, net
|
(939
|
)
|
|
(1,244
|
)
|
|
(246
|
)
|
|||
Interest expense, net
|
(56,176
|
)
|
|
(59,658
|
)
|
|
(74,773
|
)
|
|||
Income before provision (benefit) for income taxes
|
170,854
|
|
|
119,970
|
|
|
172,360
|
|
|||
Provision (benefit) for income taxes
|
39,294
|
|
|
24,044
|
|
|
(42,208
|
)
|
|||
Net income
|
131,560
|
|
|
95,926
|
|
|
214,568
|
|
|||
Less: net income attributable to noncontrolling interests
|
4,233
|
|
|
4,836
|
|
|
6,201
|
|
|||
Net income attributable to Bloomin’ Brands
|
$
|
127,327
|
|
|
$
|
91,090
|
|
|
$
|
208,367
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
131,560
|
|
|
$
|
95,926
|
|
|
$
|
214,568
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(96,194
|
)
|
|
(31,731
|
)
|
|
(17,597
|
)
|
|||
Unrealized losses on derivatives, net of tax
|
(6,033
|
)
|
|
(2,393
|
)
|
|
—
|
|
|||
Reclassification of adjustment for loss on derivatives included in net income, net of tax
|
2,235
|
|
|
—
|
|
|
—
|
|
|||
Reclassification of accumulated foreign currency translation adjustment for previously held equity investment
|
—
|
|
|
—
|
|
|
5,980
|
|
|||
Comprehensive income
|
31,568
|
|
|
61,802
|
|
|
202,951
|
|
|||
Less: comprehensive (loss) income attributable to noncontrolling interests
|
(8,934
|
)
|
|
4,836
|
|
|
6,201
|
|
|||
Comprehensive income attributable to Bloomin’ Brands
|
$
|
40,502
|
|
|
$
|
56,966
|
|
|
$
|
196,750
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.04
|
|
|
$
|
0.73
|
|
|
$
|
1.69
|
|
Diluted
|
$
|
1.01
|
|
|
$
|
0.71
|
|
|
$
|
1.63
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
122,352
|
|
|
125,139
|
|
|
122,972
|
|
|||
Diluted
|
125,585
|
|
|
128,317
|
|
|
128,074
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
$
|
0.24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,086
|
)
|
|
(8,086
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
27
|
|
||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,062
|
)
|
|
(5,062
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
436
|
|
|
436
|
|
||||||
Balance, December 28, 2014
|
125,950
|
|
|
$
|
1,259
|
|
|
$
|
1,085,627
|
|
|
$
|
(474,994
|
)
|
|
$
|
(60,542
|
)
|
|
$
|
5,099
|
|
|
$
|
556,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(CONTINUED...)
|
|
|
BLOOMIN’ BRANDS
|
|
|
|
|
|||||||||||||||||||||
|
COMMON STOCK
|
|
ADDITIONAL
PAID-IN CAPITAL |
|
ACCUM- ULATED
DEFICIT |
|
ACCUMULATED
OTHER COMPREHENSIVE LOSS |
|
NON-
CONTROLLING INTERESTS |
|
TOTAL
|
|||||||||||||||
|
SHARES
|
|
AMOUNT
|
|
|
|
|
|
||||||||||||||||||
Balance, December 28, 2014
|
125,950
|
|
|
$
|
1,259
|
|
|
$
|
1,085,627
|
|
|
$
|
(474,994
|
)
|
|
$
|
(60,542
|
)
|
|
$
|
5,099
|
|
|
$
|
556,449
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
127,327
|
|
|
—
|
|
|
3,228
|
|
|
130,555
|
|
||||||
Other comprehensive (loss) income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86,825
|
)
|
|
9
|
|
|
(86,816
|
)
|
||||||
Cash dividends declared, $0.24 per common share
|
—
|
|
|
—
|
|
|
(29,332
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,332
|
)
|
||||||
Repurchase and retirement of common stock
|
(7,645
|
)
|
|
(76
|
)
|
|
—
|
|
|
(169,923
|
)
|
|
—
|
|
|
—
|
|
|
(169,999
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
21,672
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,672
|
|
||||||
Excess tax benefit on stock-based compensation
|
—
|
|
|
—
|
|
|
733
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
733
|
|
||||||
Common stock issued under stock plans, net of forfeitures and shares withheld for employee taxes
|
910
|
|
|
9
|
|
|
6,015
|
|
|
(770
|
)
|
|
—
|
|
|
—
|
|
|
5,254
|
|
||||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(306
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(306
|
)
|
||||||
Change in the redemption value of redeemable interests
|
—
|
|
|
—
|
|
|
(11,548
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,548
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,761
|
)
|
|
(4,761
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,635
|
|
|
3,635
|
|
||||||
Conversion of accrued partner obligations to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,364
|
|
|
6,364
|
|
||||||
Balance, December 27, 2015
|
119,215
|
|
|
$
|
1,192
|
|
|
$
|
1,072,861
|
|
|
$
|
(518,360
|
)
|
|
$
|
(147,367
|
)
|
|
$
|
13,574
|
|
|
$
|
421,900
|
|
|
FISCAL YEAR
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows provided by operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
131,560
|
|
|
$
|
95,926
|
|
|
$
|
214,568
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
190,399
|
|
|
190,911
|
|
|
164,094
|
|
|||
Amortization of deferred financing fees
|
2,944
|
|
|
3,116
|
|
|
3,574
|
|
|||
Amortization of capitalized gift card sales commissions
|
28,205
|
|
|
27,509
|
|
|
23,826
|
|
|||
Provision for impaired assets and restaurant closings
|
36,667
|
|
|
52,081
|
|
|
22,838
|
|
|||
Accretion on debt discounts
|
1,778
|
|
|
2,078
|
|
|
2,451
|
|
|||
Stock-based and other non-cash compensation expense
|
22,725
|
|
|
19,689
|
|
|
21,589
|
|
|||
Income from operations of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(7,730
|
)
|
|||
Deferred income tax expense (benefit)
|
3,996
|
|
|
(13,623
|
)
|
|
(83,603
|
)
|
|||
Loss on disposal of property, fixtures and equipment
|
1,495
|
|
|
3,608
|
|
|
1,441
|
|
|||
Unrealized loss on derivative financial instruments
|
644
|
|
|
—
|
|
|
—
|
|
|||
Gain on life insurance and restricted cash investments
|
(2,101
|
)
|
|
(2,213
|
)
|
|
(5,284
|
)
|
|||
Loss on extinguishment and modification of debt
|
2,956
|
|
|
11,092
|
|
|
14,586
|
|
|||
Gain on remeasurement of equity method investment
|
—
|
|
|
—
|
|
|
(36,608
|
)
|
|||
Loss on disposal of business or subsidiary
|
1,182
|
|
|
770
|
|
|
—
|
|
|||
Recognition of deferred gain on sale-leaseback transaction
|
(2,121
|
)
|
|
(2,140
|
)
|
|
(2,135
|
)
|
|||
Excess tax benefits from stock-based compensation
|
(733
|
)
|
|
(2,732
|
)
|
|
(4,363
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in inventories
|
(3,831
|
)
|
|
(3,126
|
)
|
|
3,768
|
|
|||
Increase in other current assets
|
(43,727
|
)
|
|
(116,828
|
)
|
|
(28,336
|
)
|
|||
Decrease (increase) in other assets
|
16,969
|
|
|
9,459
|
|
|
(259
|
)
|
|||
(Decrease) increase in accounts payable and accrued and other current liabilities
|
(9,141
|
)
|
|
32,182
|
|
|
10,192
|
|
|||
Increase in deferred rent
|
17,983
|
|
|
18,746
|
|
|
20,618
|
|
|||
Increase in unearned revenue
|
6,106
|
|
|
21,030
|
|
|
29,634
|
|
|||
(Decrease) increase in other long-term liabilities
|
(6,525
|
)
|
|
4,471
|
|
|
12,403
|
|
|||
Net cash provided by operating activities
|
397,430
|
|
|
352,006
|
|
|
377,264
|
|
|||
Cash flows used in investing activities:
|
|
|
|
|
|
||||||
Purchases of life insurance policies
|
(4,753
|
)
|
|
(1,682
|
)
|
|
(4,159
|
)
|
|||
Proceeds received from life insurance policies
|
14,942
|
|
|
627
|
|
|
1,239
|
|
|||
Proceeds from disposal of property, fixtures and equipment
|
5,420
|
|
|
5,745
|
|
|
3,223
|
|
|||
Acquisition of business, net of cash acquired
|
—
|
|
|
(3,063
|
)
|
|
(100,319
|
)
|
|||
Proceeds from sale of a business
|
7,798
|
|
|
—
|
|
|
—
|
|
|||
Capital expenditures
|
(210,263
|
)
|
|
(237,868
|
)
|
|
(237,214
|
)
|
|||
Decrease in restricted cash
|
54,782
|
|
|
26,075
|
|
|
29,210
|
|
|||
Increase in restricted cash
|
(47,830
|
)
|
|
(30,176
|
)
|
|
(38,117
|
)
|
|||
Investment in unconsolidated affiliates
|
(739
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
$
|
(180,643
|
)
|
|
$
|
(240,342
|
)
|
|
$
|
(346,137
|
)
|
|
|
|
|
|
|
||||||
|
|
|
(CONTINUED...)
|
|
|
FISCAL YEAR
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows used in financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of senior secured Term loans
|
$
|
150,000
|
|
|
$
|
297,088
|
|
|
$
|
—
|
|
Extinguishment and modification of senior secured term loan
|
(215,000
|
)
|
|
(700,000
|
)
|
|
—
|
|
|||
Repayments of long-term debt
|
(43,076
|
)
|
|
(31,873
|
)
|
|
(80,805
|
)
|
|||
Proceeds from borrowings on revolving credit facilities
|
565,300
|
|
|
519,000
|
|
|
100,000
|
|
|||
Repayments of borrowings on revolving credit facilities
|
(458,300
|
)
|
|
(194,000
|
)
|
|
(100,000
|
)
|
|||
Financing fees
|
(2,010
|
)
|
|
(4,492
|
)
|
|
(12,519
|
)
|
|||
Proceeds from the exercise of stock options, net of tax withholdings
|
6,024
|
|
|
9,070
|
|
|
27,786
|
|
|||
Distributions to noncontrolling interests
|
(4,761
|
)
|
|
(5,062
|
)
|
|
(8,086
|
)
|
|||
Contributions from noncontrolling interests
|
3,635
|
|
|
1,872
|
|
|
27
|
|
|||
Purchase of limited partnership and noncontrolling interests
|
(890
|
)
|
|
(17,211
|
)
|
|
—
|
|
|||
Repayments of partner deposits and accrued partner obligations
|
(42,555
|
)
|
|
(24,925
|
)
|
|
(23,286
|
)
|
|||
Repayments of notes receivable due from stockholders
|
—
|
|
|
—
|
|
|
5,829
|
|
|||
Repurchase of common stock
|
(170,769
|
)
|
|
(930
|
)
|
|
(436
|
)
|
|||
Excess tax benefits from stock-based compensation
|
733
|
|
|
2,732
|
|
|
4,363
|
|
|||
Cash dividends paid on common stock
|
(29,332
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(241,001
|
)
|
|
(148,731
|
)
|
|
(87,127
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(9,193
|
)
|
|
(7,060
|
)
|
|
4,181
|
|
|||
Net decrease in cash and cash equivalents
|
(33,407
|
)
|
|
(44,127
|
)
|
|
(51,819
|
)
|
|||
Cash and cash equivalents as of the beginning of the period
|
165,744
|
|
|
209,871
|
|
|
261,690
|
|
|||
Cash and cash equivalents as of the end of the period
|
$
|
132,337
|
|
|
$
|
165,744
|
|
|
$
|
209,871
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
53,971
|
|
|
$
|
57,241
|
|
|
$
|
71,397
|
|
Cash paid for income taxes, net of refunds
|
31,552
|
|
|
56,216
|
|
|
33,673
|
|
|||
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Conversion of accrued partner obligations to noncontrolling interests
|
$
|
6,364
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Conversion of partner deposits and accrued partner obligations to notes payable
|
—
|
|
|
503
|
|
|
1,875
|
|
|||
Change in acquisition of property, fixtures and equipment included in accounts payable or capital lease liabilities
|
3,396
|
|
|
(1,669
|
)
|
|
3,050
|
|
|||
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
|
|
|
—
|
|
FISCAL YEAR
|
|
FISCAL YEAR CHANGE IMPACT
(in operating days) |
|
INCREASE/(DECREASE) (dollars in millions)
|
||||||
|
|
RESTAURANT SALES
|
|
NET INCOME ATTRIBUTABLE TO BLOOMIN’ BRANDS
|
||||||
2015
|
|
2
|
|
$
|
24.3
|
|
|
$
|
4.9
|
|
2014
|
|
(3)
|
|
$
|
(46.0
|
)
|
|
$
|
(9.2
|
)
|
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
|
Assets:
|
|
||
Other current assets, net
|
$
|
(1,826
|
)
|
Other assets, net
|
$
|
(4,220
|
)
|
|
|
||
Liabilities:
|
|
||
Current portion of long-term debt, net
|
$
|
(1,826
|
)
|
Long-term debt, net
|
$
|
(4,220
|
)
|
|
|
FINANCIAL STATMENT LINE ITEM IMPACT
|
|
IMPACT BY PERIOD
|
|
CUMULATIVE ADJUSTMENT
|
||||||||||||||||
|
|
|
FISCAL YEAR
|
|
|
|
|
|
||||||||||||||
(dollars in thousands)
|
|
|
2013
|
|
2014
|
|
Q1 2015
|
|
Q2 2015
|
|
||||||||||||
Mezzanine equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allocation of CTA to redeemable noncontrolling interests
|
|
Redeemable noncontrolling interests
|
|
$
|
(1,762
|
)
|
|
$
|
(2,677
|
)
|
|
$
|
(2,511
|
)
|
|
$
|
(2,282
|
)
|
|
$
|
(9,232
|
)
|
Adjustment for the change in the redemption value of redeemable interests
|
|
Redeemable noncontrolling interests
|
|
1,715
|
|
|
1,824
|
|
|
1,856
|
|
|
3,276
|
|
|
8,671
|
|
|||||
Net impact to Mezzanine equity
|
|
|
|
$
|
(47
|
)
|
|
$
|
(853
|
)
|
|
$
|
(655
|
)
|
|
$
|
994
|
|
|
$
|
(561
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bloomin’ Brands stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allocation of CTA to redeemable noncontrolling interests
|
|
Accumulated other comprehensive loss
|
|
$
|
1,762
|
|
|
$
|
2,677
|
|
|
$
|
2,511
|
|
|
$
|
2,282
|
|
|
$
|
9,232
|
|
Adjustment for the change in the redemption value of redeemable interests
|
|
Additional paid-in capital
|
|
(1,715
|
)
|
|
(1,824
|
)
|
|
(1,856
|
)
|
|
(3,276
|
)
|
|
(8,671
|
)
|
|||||
Net impact to Bloomin’ Brands stockholders’ equity
|
|
|
|
$
|
47
|
|
|
$
|
853
|
|
|
$
|
655
|
|
|
$
|
(994
|
)
|
|
$
|
561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allocation of CTA to redeemable noncontrolling interests
|
|
Comprehensive income attributable to Bloomin’ Brands
|
|
$
|
1,762
|
|
|
$
|
2,677
|
|
|
$
|
2,511
|
|
|
$
|
2,282
|
|
|
$
|
9,232
|
|
Allocation of CTA to redeemable noncontrolling interests
|
|
Comprehensive (loss) income attributable to noncontrolling interests
|
|
(1,762
|
)
|
|
(2,677
|
)
|
|
(2,511
|
)
|
|
(2,282
|
)
|
|
(9,232
|
)
|
|||||
Net impact to Other comprehensive income
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
FISCAL YEAR
|
||
(dollars in thousands)
|
2013
(1)
|
||
Net revenue from sales
|
$
|
215,050
|
|
Gross profit
|
$
|
148,229
|
|
Income from continuing operations
|
$
|
26,945
|
|
Net income
|
$
|
15,382
|
|
(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.
|
|
NET INCOME ATTRIBUTABLE TO BLOOMIN’ BRANDS AND TRANSFERS TO NONCONTROLLING INTERESTS
|
||
|
FISCAL YEAR
|
||
(dollars in thousands)
|
2014
|
||
Net income attributable to Bloomin’ Brands
|
$
|
91,090
|
|
Transfers to noncontrolling interests:
|
|
||
Decrease in Bloomin’ Brands additional paid-in capital for purchase of limited partnership interests
|
(11,662
|
)
|
|
Change from net income attributable to Bloomin’ Brands and transfers to noncontrolling interests
|
$
|
79,428
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Impairment losses
|
|
|
|
|
|
||||||
U.S.
|
$
|
27,408
|
|
|
$
|
13,822
|
|
|
$
|
19,761
|
|
International
|
—
|
|
|
12,690
|
|
|
—
|
|
|||
Corporate
|
746
|
|
|
10,559
|
|
|
—
|
|
|||
Total impairment losses
|
$
|
28,154
|
|
|
$
|
37,071
|
|
|
$
|
19,761
|
|
Restaurant closure expenses
|
|
|
|
|
|
||||||
U.S.
|
$
|
2,460
|
|
|
$
|
7,334
|
|
|
$
|
3,077
|
|
International
|
6,053
|
|
|
7,676
|
|
|
—
|
|
|||
Total restaurant closure expenses
|
$
|
8,513
|
|
|
$
|
15,010
|
|
|
$
|
3,077
|
|
Provision for impaired assets and restaurant closings
|
$
|
36,667
|
|
|
$
|
52,081
|
|
|
$
|
22,838
|
|
|
ESTIMATED EXPENSE
(dollars in millions)
|
||||||
Lease related liabilities, net of subleases
|
$
|
4.0
|
|
to
|
$
|
6.0
|
|
Employee severance and other obligations
|
$
|
0.5
|
|
to
|
$
|
1.5
|
|
DESCRIPTION
|
|
LOCATION OF CHARGE IN THE CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
|
|
FISCAL YEAR
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||
Property, fixtures and equipment impairments
|
|
Provision for impaired assets and restaurant closings
|
|
$
|
24,204
|
|
|
$
|
11,573
|
|
|
$
|
18,695
|
|
Facility closure and other expenses
|
|
Provision for impaired assets and restaurant closings
|
|
7,643
|
|
|
14,137
|
|
|
—
|
|
|||
Severance and other expenses
|
|
General and administrative
|
|
1,858
|
|
|
4,042
|
|
|
—
|
|
|||
Reversal of deferred rent liability
|
|
Other restaurant operating
|
|
(198
|
)
|
|
(2,911
|
)
|
|
—
|
|
|||
|
|
|
|
$
|
33,507
|
|
|
$
|
26,841
|
|
|
$
|
18,695
|
|
DESCRIPTION
|
|
LOCATION OF CHARGE IN THE CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|
|
RESTAURANT CLOSURE INITIATIVES AND RESTRUCTURING
|
||||||||||||||
|
|
DOMESTIC
|
|
BONEFISH
|
|
INTERNATIONAL
|
|
TOTAL
|
||||||||||
Property, fixtures and equipment impairments
|
|
Provision for impaired assets and restaurant closings
|
|
$
|
18,695
|
|
|
$
|
24,204
|
|
|
$
|
11,573
|
|
|
$
|
54,472
|
|
Facility closure and other expenses
|
|
Provision for impaired assets and restaurant closings
|
|
7,574
|
|
|
—
|
|
|
14,206
|
|
|
21,780
|
|
||||
Severance and other expenses
|
|
General and administrative
|
|
1,035
|
|
|
143
|
|
|
4,722
|
|
|
5,900
|
|
||||
Reversal of deferred rent liability
|
|
Other restaurant operating
|
|
(2,078
|
)
|
|
—
|
|
|
(1,031
|
)
|
|
(3,109
|
)
|
||||
|
|
|
|
$
|
25,226
|
|
|
$
|
24,347
|
|
|
$
|
29,470
|
|
|
$
|
79,043
|
|
(dollars in thousands)
|
2015
|
|
2014
|
||||
Beginning of the year
|
$
|
11,000
|
|
|
$
|
2,232
|
|
Charges
|
10,358
|
|
|
12,644
|
|
||
Cash payments
|
(13,814
|
)
|
|
(4,086
|
)
|
||
Adjustments (1)
|
(1,845
|
)
|
|
210
|
|
||
End of the year (2)
|
$
|
5,699
|
|
|
$
|
11,000
|
|
(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 27, 2015
and
December 28, 2014
, the Company had exit-related accruals of
$2.0 million
and
$4.7 million
, respectively, recorded in Accrued and other current liabilities and
$3.7 million
and
$6.3 million
, respectively, recorded in Other long-term liabilities, net.
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015 (1)
|
|
2014 (2)
|
|
2013
|
||||||
Restaurant sales
|
$
|
5,729
|
|
|
$
|
68,575
|
|
|
$
|
73,945
|
|
Loss before income taxes
|
$
|
(831
|
)
|
|
$
|
(13,612
|
)
|
|
$
|
(1,844
|
)
|
(1)
|
Loss before income taxes includes loss on sale of
$0.9 million
in fiscal year 2015.
|
(2)
|
Loss before income taxes includes impairment charges of
$13.4 million
in fiscal year 2014 for Assets held for sale.
|
|
FISCAL YEAR
|
||||||||||
(in thousands, except per share amounts)
|
2015
|
|
2014
|
|
2013
|
||||||
Net income attributable to Bloomin’ Brands
|
$
|
127,327
|
|
|
$
|
91,090
|
|
|
$
|
208,367
|
|
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
122,352
|
|
|
125,139
|
|
|
122,972
|
|
|||
|
|
|
|
|
|
||||||
Effect of diluted securities:
|
|
|
|
|
|
||||||
Stock options
|
2,992
|
|
|
3,079
|
|
|
4,902
|
|
|||
Nonvested restricted stock and restricted stock units
|
216
|
|
|
91
|
|
|
191
|
|
|||
Nonvested performance-based share units
|
25
|
|
|
8
|
|
|
9
|
|
|||
Diluted weighted average common shares outstanding
|
125,585
|
|
|
128,317
|
|
|
128,074
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
1.04
|
|
|
$
|
0.73
|
|
|
$
|
1.69
|
|
Diluted earnings per share
|
$
|
1.01
|
|
|
$
|
0.71
|
|
|
$
|
1.63
|
|
|
FISCAL YEAR
|
|||||||
(shares in thousands)
|
2015
|
|
2014
|
|
2013
|
|||
Stock options
|
2,670
|
|
|
3,090
|
|
|
1,348
|
|
Nonvested restricted stock and restricted stock units
|
27
|
|
|
206
|
|
|
12
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Stock options
|
$
|
10,041
|
|
|
$
|
11,946
|
|
|
$
|
11,168
|
|
Restricted stock and restricted stock units
|
6,758
|
|
|
3,857
|
|
|
2,026
|
|
|||
Performance-based share units
|
3,596
|
|
|
1,190
|
|
|
663
|
|
|||
|
$
|
20,395
|
|
|
$
|
16,993
|
|
|
$
|
13,857
|
|
(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 28, 2014
|
9,777
|
|
|
$
|
11.59
|
|
|
6.2
|
|
$
|
120,461
|
|
Granted
|
1,184
|
|
|
25.26
|
|
|
|
|
|
|||
Exercised
|
(804
|
)
|
|
9.58
|
|
|
|
|
|
|||
Forfeited or expired
|
(439
|
)
|
|
21.40
|
|
|
|
|
|
|||
Outstanding as of December 27, 2015
|
9,718
|
|
|
$
|
12.99
|
|
|
5.6
|
|
$
|
59,427
|
|
Vested and expected to vest as of December 27, 2015
|
9,662
|
|
|
$
|
12.93
|
|
|
5.6
|
|
$
|
59,417
|
|
Exercisable as of December 27, 2015
|
6,790
|
|
|
$
|
9.21
|
|
|
4.5
|
|
$
|
57,226
|
|
|
FISCAL YEAR
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Assumptions:
|
|
|
|
|
|
||||||
Weighted-average risk-free interest rate (1)
|
1.64
|
%
|
|
1.82
|
%
|
|
1.22
|
%
|
|||
Dividend yield (2)
|
1.00
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected term (3)
|
6.3 years
|
|
|
6.3 years
|
|
|
6.3 years
|
|
|||
Weighted-average volatility (4)
|
43.4
|
%
|
|
48.4
|
%
|
|
48.6
|
%
|
|||
|
|
|
|
|
|
||||||
Weighted-average grant date fair value per option
|
$
|
10.11
|
|
|
$
|
11.37
|
|
|
$
|
9.14
|
|
(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 to 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 is based on the historical volatilities of the Company’s stock and the stock of comparable peer companies.
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Intrinsic value of options exercised
|
$
|
11,843
|
|
|
$
|
19,474
|
|
|
$
|
42,661
|
|
Excess tax benefits for tax deductions related to the exercise of stock options
|
$
|
702
|
|
|
$
|
2,405
|
|
|
$
|
4,304
|
|
Cash received from option exercises, net of tax withholding
|
$
|
7,440
|
|
|
$
|
9,540
|
|
|
$
|
27,786
|
|
Fair value of stock options vested
|
$
|
26,643
|
|
|
$
|
36,614
|
|
|
$
|
47,468
|
|
Tax benefits for stock option compensation expense
|
$
|
4,594
|
|
|
$
|
7,576
|
|
|
$
|
4,381
|
|
|
|
|
|
|
|
||||||
Unrecognized stock option expense
|
$
|
21,060
|
|
|
|
|
|
||||
Remaining weighted-average vesting period
|
2.5 years
|
|
|
|
|
|
(shares in thousands)
|
NUMBER OF RESTRICTED STOCK & RESTRICTED STOCK UNIT AWARDS
|
|
WEIGHTED-AVERAGE
GRANT DATE FAIR VALUE PER AWARD |
|||
Outstanding as of December 28, 2014
|
946
|
|
|
$
|
20.08
|
|
Granted
|
606
|
|
|
22.80
|
|
|
Vested
|
(271
|
)
|
|
19.68
|
|
|
Forfeited
|
(136
|
)
|
|
21.44
|
|
|
Outstanding as of December 27, 2015
|
1,145
|
|
|
$
|
21.48
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Fair value of restricted stock vested
|
$
|
5,339
|
|
|
$
|
2,680
|
|
|
$
|
1,597
|
|
Tax benefits for restricted stock compensation expense
|
$
|
2,303
|
|
|
$
|
1,298
|
|
|
$
|
817
|
|
|
|
|
|
|
|
||||||
Unrecognized restricted stock expense
|
$
|
18,638
|
|
|
|
|
|
||||
Remaining weighted-average vesting period
|
2.8 years
|
|
|
|
|
|
|
|
TARGET NO. OF PSUs REMAINING TO GRANT (1)
(shares in thousands)
|
|
MAXIMUM PAYOUT
(AS A % OF TARGET
NO. OF PSUs) (2)
|
||||
AWARD DATE
|
|
PROGRAM
|
|
|
||||
2/26/2013
|
|
2013 Program
|
|
29
|
|
|
200
|
%
|
4/24/2013
|
|
2013 Grant
|
|
6
|
|
|
100
|
%
|
2/27/2014
|
|
2014 Program
|
|
96
|
|
|
200
|
%
|
2/26/2015
|
|
2015 Program
|
|
179
|
|
|
200
|
%
|
3/2/2015
|
|
2015 Int’l Program
|
|
15
|
|
|
100
|
%
|
|
|
|
|
324
|
|
|
|
(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 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 Adjusted Net Income goals for the Company or Adjusted Earnings Before Interest, Taxes (“Adjusted EBIT”) for the respective concepts for the 2013 Program or 2013 Grant, achievement of target threshold of the Adjusted EPS goal for the Company for the 2014 Program and 2015 program. Assumes achievement of target threshold of Adjusted EBIT for certain international markets for the 2015 Programs.
|
(shares in thousands)
|
PERFORMANCE-BASED SHARE UNITS
|
|
WEIGHTED-AVERAGE
GRANT DATE FAIR VALUE PER AWARD |
|||
Outstanding as of December 28, 2014
|
92
|
|
|
$
|
25.08
|
|
Granted (1)
|
184
|
|
|
24.23
|
|
|
Vested
|
(67
|
)
|
|
24.72
|
|
|
Forfeited
|
(43
|
)
|
|
24.65
|
|
|
Outstanding as of December 27, 2015
|
166
|
|
|
$
|
24.11
|
|
(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.
|
|
FISCAL YEAR
|
||
(dollars in thousands)
|
2015
|
||
Tax benefits for PSU compensation expense (1)
|
$
|
636
|
|
Unrecognized PSU expense
|
$
|
871
|
|
Remaining weighted-average vesting period
|
0.3 years
|
|
(1)
|
The Company recognized nominal tax benefits for PSU compensation expense during fiscal years 2014 and 2013.
|
(dollars in thousands)
|
DECEMBER 27,
2015 |
|
DECEMBER 28,
2014 (1)
|
||||
Prepaid expenses
|
$
|
30,373
|
|
|
$
|
30,260
|
|
Accounts receivable - gift cards, net
|
115,926
|
|
|
90,090
|
|
||
Accounts receivable - vendors, net
|
10,310
|
|
|
20,582
|
|
||
Accounts receivable - franchisees, net
|
1,149
|
|
|
1,159
|
|
||
Accounts receivable - other, net
|
21,158
|
|
|
23,846
|
|
||
Other current assets, net
|
19,131
|
|
|
38,865
|
|
||
|
$
|
198,047
|
|
|
$
|
204,802
|
|
(1)
|
The Company elected to adopt ASU No. 2015-03 and ASU No. 2015-15 as of December 27, 2015 resulting in the reclassification of certain unamortized deferred financing fees from Other current assets, net to the Current portion of long-term debt, net in the Company’s Consolidated Balance Sheet as of
December 28, 2014
. See Note
2
-
Summary of Significant Accounting Policies
for additional detail regarding the adoption of these standards.
|
(dollars in thousands)
|
DECEMBER 27,
2015 |
|
DECEMBER 28,
2014 |
||||
Land
|
$
|
256,906
|
|
|
$
|
262,141
|
|
Buildings and building improvements
|
1,043,699
|
|
|
998,787
|
|
||
Furniture and fixtures
|
392,849
|
|
|
368,638
|
|
||
Equipment
|
543,842
|
|
|
531,117
|
|
||
Leasehold improvements
|
492,628
|
|
|
457,623
|
|
||
Construction in progress
|
23,842
|
|
|
46,025
|
|
||
Less: accumulated depreciation
|
(1,159,306
|
)
|
|
(1,035,020
|
)
|
||
|
$
|
1,594,460
|
|
|
$
|
1,629,311
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation expense
|
$
|
178,855
|
|
|
$
|
177,504
|
|
|
$
|
156,015
|
|
Repair and maintenance expense
|
107,960
|
|
|
108,392
|
|
|
103,613
|
|
|
DECEMBER 27, 2015
|
|
DECEMBER 28, 2014
|
|
DECEMBER 31, 2013
|
||||||||||||||||||
(dollars in thousands)
|
GROSS CARRYING AMOUNT
|
|
ACCUMULATED IMPAIRMENTS
|
|
GROSS CARRYING AMOUNT
|
|
ACCUMULATED IMPAIRMENTS
|
|
GROSS CARRYING AMOUNT
|
|
ACCUMULATED IMPAIRMENTS
|
||||||||||||
U.S.
|
$
|
840,881
|
|
|
$
|
(668,170
|
)
|
|
$
|
840,881
|
|
|
$
|
(668,170
|
)
|
|
$
|
838,441
|
|
|
$
|
(668,170
|
)
|
International
|
244,616
|
|
|
(116,466
|
)
|
|
285,295
|
|
|
(116,466
|
)
|
|
298,313
|
|
|
(116,466
|
)
|
||||||
Total goodwill
|
$
|
1,085,497
|
|
|
$
|
(784,636
|
)
|
|
$
|
1,126,176
|
|
|
$
|
(784,636
|
)
|
|
$
|
1,136,754
|
|
|
$
|
(784,636
|
)
|
|
WEIGHTED AVERAGE AMORTIZATION PERIOD
(IN YEARS) |
|
DECEMBER 27, 2015
|
|
DECEMBER 28, 2014
|
||||||||||||||||||||
(dollars 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
|
|
|
$
|
414,000
|
|
|
|
|
$
|
414,000
|
|
||||
Trademarks
|
13
|
|
82,131
|
|
|
$
|
(32,662
|
)
|
|
49,469
|
|
|
83,991
|
|
|
$
|
(30,656
|
)
|
|
53,335
|
|
||||
Favorable leases
|
8
|
|
80,909
|
|
|
(42,882
|
)
|
|
38,027
|
|
|
87,655
|
|
|
(43,083
|
)
|
|
44,572
|
|
||||||
Franchise agreements
|
5
|
|
14,881
|
|
|
(9,777
|
)
|
|
5,104
|
|
|
14,881
|
|
|
(8,633
|
)
|
|
6,248
|
|
||||||
Reacquired franchise rights
|
12
|
|
46,447
|
|
|
(7,745
|
)
|
|
38,702
|
|
|
70,023
|
|
|
(6,072
|
)
|
|
63,951
|
|
||||||
Other intangibles
|
1
|
|
9,099
|
|
|
(7,564
|
)
|
|
1,535
|
|
|
9,099
|
|
|
(5,773
|
)
|
|
3,326
|
|
||||||
Total intangible assets
|
10
|
|
$
|
647,467
|
|
|
$
|
(100,630
|
)
|
|
$
|
546,837
|
|
|
$
|
679,649
|
|
|
$
|
(94,217
|
)
|
|
$
|
585,432
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Amortization expense (1)
|
$
|
16,852
|
|
|
$
|
19,807
|
|
|
$
|
14,405
|
|
(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
.
|
(dollars in thousands)
|
DECEMBER 27,
2015 |
|
DECEMBER 28,
2014 (2)
|
||||
Company-owned life insurance
|
$
|
68,950
|
|
|
$
|
64,067
|
|
Deferred financing fees (1)
|
3,730
|
|
|
2,697
|
|
||
Liquor licenses
|
27,869
|
|
|
27,844
|
|
||
Other assets
|
47,322
|
|
|
57,135
|
|
||
|
$
|
147,871
|
|
|
$
|
151,743
|
|
(1)
|
Net of accumulated amortization of
$2.2 million
and
$1.2 million
at
December 27, 2015
and
December 28, 2014
, respectively.
|
(2)
|
The Company elected to adopt ASU No. 2015-03 and ASU No. 2015-15 as of December 27, 2015 resulting in the reclassification of certain unamortized deferred financing fees from Other assets, net to Long-term debt, net in the Company’s Consolidated Balance Sheet as of
December 28, 2014
. See Note
2
-
Summary of Significant Accounting Policies
for additional detail regarding the adoption of these standards.
|
(dollars in thousands)
|
DECEMBER 27,
2015 |
|
DECEMBER 28,
2014 |
||||
Accrued payroll and other compensation
|
$
|
95,994
|
|
|
$
|
121,548
|
|
Accrued insurance
|
20,824
|
|
|
19,455
|
|
||
Other current liabilities
|
89,793
|
|
|
105,240
|
|
||
|
$
|
206,611
|
|
|
$
|
246,243
|
|
|
DECEMBER 27, 2015
|
|
DECEMBER 28, 2014
|
||||||||||
(dollars in thousands)
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||||
Term loan A (1)
|
$
|
277,500
|
|
|
2.26
|
%
|
|
$
|
296,250
|
|
|
2.16
|
%
|
Term loan A-1
|
150,000
|
|
|
2.34
|
%
|
|
—
|
|
|
—
|
%
|
||
Term loan B
|
—
|
|
|
—
|
%
|
|
225,000
|
|
|
3.50
|
%
|
||
Revolving credit facility (1) (2)
|
432,000
|
|
|
2.29
|
%
|
|
325,000
|
|
|
2.16
|
%
|
||
Total Senior Secured Credit Facility
|
859,500
|
|
|
|
|
846,250
|
|
|
|
||||
2012 CMBS loan:
|
|
|
|
|
|
|
|
||||||
First mortgage loan (1)
|
289,588
|
|
|
4.13
|
%
|
|
299,765
|
|
|
4.08
|
%
|
||
First mezzanine loan
|
84,028
|
|
|
9.00
|
%
|
|
85,127
|
|
|
9.00
|
%
|
||
Second mezzanine loan
|
85,353
|
|
|
11.25
|
%
|
|
86,067
|
|
|
11.25
|
%
|
||
Total 2012 CMBS loan
|
458,969
|
|
|
|
|
470,959
|
|
|
|
||||
Capital lease obligations
|
2,632
|
|
|
|
|
634
|
|
|
|
||||
Other long-term debt
|
2,292
|
|
|
0.73% to 7.60%
|
|
|
4,073
|
|
|
0.52% to 7.00%
|
|
||
Less: unamortized debt discount
|
(3,061
|
)
|
|
|
|
(6,073
|
)
|
|
|
||||
Less: unamortized debt issuance costs
|
(3,468
|
)
|
|
|
|
(6,046
|
)
|
|
|
||||
Total debt, net
|
1,316,864
|
|
|
|
|
1,309,797
|
|
|
|
||||
Less: current portion of long-term debt, net
|
(31,853
|
)
|
|
|
|
(24,138
|
)
|
|
|
||||
Long-term debt, net
|
$
|
1,285,011
|
|
|
|
|
$
|
1,285,659
|
|
|
|
(1)
|
Represents the weighted-average interest rate for the respective period.
|
(2)
|
Subsequent to
December 27, 2015
, the Company made payments of
$70.0 million
on its revolving credit facility. On February 11, 2016, the Company drew
$185.0 million
. The drawdowns, together with the proceeds from the PRP Mortgage Loan, were used to prepay a portion, and fully defease the remainder, of the 2012 CMBS loan. See Note
22
-
Subsequent Events
for additional details regarding the PRP Mortgage Loan.
|
|
BASE RATE ELECTION
|
|
EUROCURRENCY RATE ELECTION
|
Term loan A, Term loan A-1 and revolving credit facility
|
75 to 125 basis points over Base Rate
|
|
175 to 225 basis points over the Eurocurrency Rate
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015 (1)
|
|
2014 (2)
|
|
2013 (3)
|
||||||
Refinancing of Senior Secured Credit Facility
|
$
|
2,956
|
|
|
$
|
11,092
|
|
|
$
|
—
|
|
Repricing of Term loan B
|
—
|
|
|
—
|
|
|
14,586
|
|
|||
Loss on extinguishment and modification of debt
|
$
|
2,956
|
|
|
$
|
11,092
|
|
|
$
|
14,586
|
|
(1)
|
The loss was comprised of write-offs of
$1.4 million
of deferred financing fees,
$1.2 million
of unamortized debt discount and third-party financing costs of
$0.3 million
.
|
(2)
|
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
.
|
(3)
|
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.
|
|
FISCAL YEAR 2015
|
|
FISCAL YEAR 2014
|
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
||||||||
(dollars in thousands)
|
FIFTH AMENDMENT
|
|
FOURTH AMENDMENT
|
|
THIRD AMENDMENT
|
|
|||||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
1,260
|
|
|
$
|
2,507
|
|
|
Other assets, net
|
Term loan A
|
—
|
|
|
—
|
|
|
1,253
|
|
|
Long-term debt, net
|
|||
Term loan A-1
|
750
|
|
|
—
|
|
|
—
|
|
|
Long-term debt, net
|
|||
|
$
|
750
|
|
|
$
|
1,260
|
|
|
$
|
3,760
|
|
|
|
(dollars in thousands)
|
DECEMBER 27,
2015 |
||
Year 1
|
$
|
31,853
|
|
Year 2
|
479,176
|
|
|
Year 3
|
36,985
|
|
|
Year 4
|
766,507
|
|
|
Year 5
|
439
|
|
|
Thereafter
|
1,904
|
|
|
Total (1)
|
$
|
1,316,864
|
|
(1)
|
See Note
22
-
Subsequent Events
for additional details regarding the payment schedule for the PRP Mortgage Loan.
|
SCHEDULED QUARTERLY PAYMENT DATES
|
|
TERM LOAN A
|
|
TERM LOAN A-1
|
||||
March 31, 2016 through June 30, 2016
|
|
$
|
3,750
|
|
|
$
|
1,875
|
|
September 30, 2016 through June 30, 2018
|
|
$
|
5,625
|
|
|
$
|
2,813
|
|
September 30, 2018 through March 31, 2019
|
|
$
|
7,500
|
|
|
$
|
3,750
|
|
(dollars in thousands)
|
DECEMBER 27,
2015 |
|
DECEMBER 28,
2014 |
||||
Accrued insurance liability
|
$
|
40,649
|
|
|
$
|
42,922
|
|
Unfavorable leases, net of accumulated amortization
|
45,375
|
|
|
49,492
|
|
||
Chef and Restaurant Managing Partner deferred compensation obligations and deposits
|
134,470
|
|
|
160,330
|
|
||
Deferred gain on sale-leaseback transaction, net of accumulated amortization
|
33,154
|
|
|
35,864
|
|
||
Other long-term liabilities
|
41,014
|
|
|
41,563
|
|
||
|
$
|
294,662
|
|
|
$
|
330,171
|
|
|
FISCAL YEAR
|
||||||
(dollars in thousands)
|
2015
|
|
2014
|
||||
Balance, beginning of period
|
$
|
24,733
|
|
|
$
|
21,984
|
|
Change in redemption value of Redeemable noncontrolling interests
|
2,877
|
|
|
—
|
|
||
Net income attributable to Redeemable noncontrolling interests
|
1,005
|
|
|
666
|
|
||
Contributions by noncontrolling shareholders
|
—
|
|
|
1,456
|
|
||
Foreign currency translation attributable to Redeemable noncontrolling interests
|
(3,944
|
)
|
|
—
|
|
||
Purchase of Redeemable noncontrolling interests (1)
|
(584
|
)
|
|
—
|
|
||
Transfer to redeemable noncontrolling interest
|
—
|
|
|
627
|
|
||
Out-of period adjustment - foreign currency translation attributable to Redeemable noncontrolling interests (2)
|
(9,232
|
)
|
|
—
|
|
||
Out-of period adjustment - change in redemption value of Redeemable noncontrolling interests (2)
|
8,671
|
|
|
—
|
|
||
Balance, end of period
|
$
|
23,526
|
|
|
$
|
24,733
|
|
(1)
|
In April 2015, certain former equity holders of PGS Par exercised options to sell their remaining interests in the Brazil Joint Venture. See Note
3
-
Acquisitions
for further information.
|
(2)
|
In the third quarter of 2015, the Company identified and corrected errors in accounting for the allocation of foreign currency translation adjustments to Redeemable noncontrolling interests and fair value adjustments for Redeemable noncontrolling interests. See Note
2
-
Summary of Significant Accounting Policies
for further details.
|
|
NUMBER OF SHARES
(in thousands) |
|
AVERAGE REPURCHASE PRICE PER SHARE
|
|
AMOUNT
(dollars in thousands) |
|||||
Thirteen weeks ended March 29, 2015 (1)
|
2,759
|
|
|
$
|
25.37
|
|
|
$
|
70,000
|
|
Thirteen weeks ended June 28, 2015
|
1,370
|
|
|
$
|
21.90
|
|
|
30,000
|
|
|
Thirteen weeks ended September 27, 2015
|
2,914
|
|
|
$
|
20.59
|
|
|
59,999
|
|
|
Thirteen weeks ended December 27, 2015
|
602
|
|
|
$
|
16.60
|
|
|
10,000
|
|
|
Total common stock repurchases
|
7,645
|
|
|
$
|
22.24
|
|
|
$
|
169,999
|
|
(1)
|
Includes the repurchase of
$70.0 million
of the Company’s common stock in connection with the secondary public offering by Bain Capital in March 2015.
|
|
DIVIDENDS
PER SHARE |
|
AMOUNT
(dollars in thousands) |
||||
Thirteen weeks ended March 29, 2015
|
$
|
0.06
|
|
|
$
|
7,423
|
|
Thirteen weeks ended June 28, 2015
|
0.06
|
|
|
7,391
|
|
||
Thirteen weeks ended September 27, 2015
|
0.06
|
|
|
7,333
|
|
||
Thirteen weeks ended December 27, 2015
|
0.06
|
|
|
7,185
|
|
||
Total cash dividends declared and paid
|
$
|
0.24
|
|
|
$
|
29,332
|
|
(dollars in thousands)
|
DECEMBER 27, 2015
|
|
DECEMBER 28, 2014
|
||||
Foreign currency translation adjustment
|
$
|
(141,176
|
)
|
|
$
|
(58,149
|
)
|
Unrealized losses on derivatives, net of tax
|
(6,191
|
)
|
|
(2,393
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(147,367
|
)
|
|
$
|
(60,542
|
)
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Bloomin’ Brands, Inc.:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
$
|
(92,259
|
)
|
|
$
|
(31,731
|
)
|
|
$
|
(17,597
|
)
|
Out-of period adjustment - foreign currency translation (1)
|
9,232
|
|
|
—
|
|
|
—
|
|
|||
Total foreign currency translation adjustment
|
$
|
(83,027
|
)
|
|
$
|
(31,731
|
)
|
|
$
|
(17,597
|
)
|
Unrealized losses on derivatives, net of tax (2)
|
$
|
(6,033
|
)
|
|
$
|
(2,393
|
)
|
|
$
|
—
|
|
Reclassification of adjustment for loss on derivatives included in net income, net of tax (3)
|
2,235
|
|
|
—
|
|
|
—
|
|
|||
Total unrealized losses on derivatives, net of tax
|
$
|
(3,798
|
)
|
|
$
|
(2,393
|
)
|
|
$
|
—
|
|
Reclassification of accumulated foreign currency translation adjustment for previously held equity investment
|
—
|
|
|
—
|
|
|
5,980
|
|
|||
Other comprehensive loss attributable to Bloomin’ Brands, Inc.
|
$
|
(86,825
|
)
|
|
$
|
(34,124
|
)
|
|
$
|
(11,617
|
)
|
|
|
|
|
|
|
||||||
Non-controlling interests:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive income attributable to Non-controlling interests
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Redeemable non-controlling interests:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
$
|
(3,944
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Out-of period adjustment - foreign currency translation (1)
|
(9,232
|
)
|
|
—
|
|
|
—
|
|
|||
Total foreign currency translation adjustment
|
$
|
(13,176
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive (loss) attributable to Redeemable non-controlling interests
|
$
|
(13,176
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
In the third quarter of 2015, the Company identified and corrected errors in accounting for the allocation of foreign currency translation adjustments to Redeemable noncontrolling interests. See Note
2
-
Summary of Significant Accounting Policies
for further details.
|
(2)
|
Amounts attributable to Bloomin’ Brands, Inc. are net of tax benefit of
$3.9 million
and
$1.5 million
for the fiscal years
2015
and
2014
, respectively.
|
(3)
|
Amounts attributable to Bloomin’ Brands, Inc. are net of tax benefit of
$1.4 million
for
fiscal year 2015
.
|
(dollars in thousands)
|
DECEMBER 27,
2015 |
|
DECEMBER 28,
2014 |
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
||||
Interest rate swaps - liability
|
$
|
5,142
|
|
|
$
|
2,617
|
|
|
Accrued and other current liabilities
|
Interest rate swaps - liability
|
5,007
|
|
|
1,307
|
|
|
Other long-term liabilities, net
|
||
Total fair value of derivative instruments (1)
|
$
|
10,149
|
|
|
$
|
3,924
|
|
|
|
|
|
|
|
|
|
||||
Accrued interest
|
$
|
556
|
|
|
$
|
—
|
|
|
Accrued and other current liabilities
|
|
FISCAL YEAR
|
||
(dollars in thousands)
|
2015
|
||
Interest rate swap expense recognized in Interest expense, net (1)
|
$
|
(3,664
|
)
|
Income tax benefit recognized in Provision (benefit) for income taxes
|
1,429
|
|
|
Total effects of the interest rate swaps on Net income
|
$
|
(2,235
|
)
|
(1)
|
During fiscal years
2015
and
2014
, the Company did
not
recognize
any
gain or loss as a result of hedge ineffectiveness.
|
(dollars in thousands)
|
DECEMBER 27, 2015
|
|
DECEMBER 28, 2014
|
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
||||
Derivative assets:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
$
|
59
|
|
|
$
|
—
|
|
|
Other current assets, net
|
|
|
|
|
|
|
||||
Derivative liabilities:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
$
|
703
|
|
|
$
|
—
|
|
|
Accrued and other current liabilities
|
Commodities
|
583
|
|
|
566
|
|
|
Accrued and other current liabilities
|
||
|
$
|
1,286
|
|
|
$
|
566
|
|
|
|
|
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME CLASSIFICATION
|
|
FISCAL YEAR
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|||||||
Foreign currency forward contracts
|
General and administrative
|
|
$
|
(644
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodities
|
Other restaurant operating expense
|
|
(455
|
)
|
|
(629
|
)
|
|
(59
|
)
|
|||
Total
|
|
|
$
|
(1,099
|
)
|
|
$
|
(629
|
)
|
|
$
|
(59
|
)
|
|
DECEMBER 27, 2015
|
|
DECEMBER 28, 2014
|
||||||||||||||||||||
(dollars in thousands)
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income funds
|
$
|
6,333
|
|
|
$
|
6,333
|
|
|
$
|
—
|
|
|
$
|
4,602
|
|
|
$
|
4,602
|
|
|
$
|
—
|
|
Money market funds
|
7,168
|
|
|
7,168
|
|
|
—
|
|
|
7,842
|
|
|
7,842
|
|
|
—
|
|
||||||
Restricted cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income funds
|
551
|
|
|
551
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Money market funds
|
2,681
|
|
|
2,681
|
|
|
—
|
|
|
3,360
|
|
|
3,360
|
|
|
—
|
|
||||||
Other current assets, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - foreign currency forward contracts
|
59
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total asset recurring fair value measurements
|
$
|
16,792
|
|
|
$
|
16,733
|
|
|
$
|
59
|
|
|
$
|
15,804
|
|
|
$
|
15,804
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued and other current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
$
|
5,142
|
|
|
$
|
—
|
|
|
$
|
5,142
|
|
|
$
|
2,617
|
|
|
$
|
—
|
|
|
$
|
2,617
|
|
Derivative instruments - commodities
|
583
|
|
|
—
|
|
|
583
|
|
|
566
|
|
|
—
|
|
|
566
|
|
||||||
Derivative instruments - foreign currency forward contracts
|
703
|
|
|
—
|
|
|
703
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
5,007
|
|
|
—
|
|
|
5,007
|
|
|
1,307
|
|
|
—
|
|
|
1,307
|
|
||||||
Total liability recurring fair value measurements
|
$
|
11,435
|
|
|
$
|
—
|
|
|
$
|
11,435
|
|
|
$
|
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
|
|
The Company’s derivative instruments include interest rate swaps, interest rate caps, foreign currency forward contracts and commodities. Fair value measurements are based on the contractual terms of the derivatives and use observable market-based inputs. The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads. The foreign currency forwards are valued by comparing the contracted forward exchange rate to the current market exchange rate. Key inputs for the valuation of the foreign currency forwards are spot rates, foreign currency forward rates, and the interest rate curve of the domestic currency. 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 27, 2015 and December 28, 2014, the Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
(dollars in thousands)
|
CARRYING VALUE
|
|
TOTAL IMPAIRMENT
|
|
CARRYING VALUE
|
|
TOTAL IMPAIRMENT
|
|
CARRYING VALUE
|
|
TOTAL IMPAIRMENT
|
||||||||||||
Assets held for sale (1)
|
$
|
4,136
|
|
|
$
|
1,028
|
|
|
$
|
9,613
|
|
|
$
|
23,974
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Property, fixtures and equipment (2)
|
3,634
|
|
|
27,126
|
|
|
2,429
|
|
|
13,097
|
|
|
9,990
|
|
|
19,761
|
|
||||||
|
$
|
7,770
|
|
|
$
|
28,154
|
|
|
$
|
12,042
|
|
|
$
|
37,071
|
|
|
$
|
9,990
|
|
|
$
|
19,761
|
|
(1)
|
Carrying value approximates fair value with all assets measured using Level 2 inputs. Third-party market appraisals (Level 2) and purchase contracts (Level 2) were used to estimate the fair value. 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
$2.5 million
,
$1.8 million
and
$8.3 million
for fiscal years
2015
,
2014
and
2013
, respectively. Assets measured using Level 3 inputs, had carrying values of
$1.1 million
,
$0.6 million
and
$1.6 million
for fiscal years
2015
,
2014
and
2013
, respectively. Third-party market appraisals (Level 2) and discounted cash flow models (Level 3) were used to estimate the fair value. Refer to Note
4
-
Impairments, Disposals and Exit Costs
for discussion of impairments related to restaurant closure initiatives and the Bonefish Restructuring.
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
|
|
FAIR VALUE
|
|
|
|
FAIR VALUE
|
||||||||||||||||
(dollars in thousands)
|
CARRYING VALUE
|
|
LEVEL 2
|
|
LEVEL 3
|
|
CARRYING VALUE
|
|
LEVEL 2
|
|
LEVEL 3
|
||||||||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term loan A
|
$
|
277,500
|
|
|
$
|
276,459
|
|
|
$
|
—
|
|
|
$
|
296,250
|
|
|
$
|
294,769
|
|
|
$
|
—
|
|
Term loan A-1
|
150,000
|
|
|
149,438
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Term loan B
|
—
|
|
|
—
|
|
|
—
|
|
|
225,000
|
|
|
222,188
|
|
|
—
|
|
||||||
Revolving credit facility
|
432,000
|
|
|
429,300
|
|
|
—
|
|
|
325,000
|
|
|
322,563
|
|
|
—
|
|
||||||
2012 CMBS loan:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage loan
|
289,588
|
|
|
—
|
|
|
293,222
|
|
|
299,765
|
|
|
—
|
|
|
308,563
|
|
||||||
First mezzanine loan
|
84,028
|
|
|
—
|
|
|
83,608
|
|
|
85,127
|
|
|
—
|
|
|
85,187
|
|
||||||
Second mezzanine loan
|
85,353
|
|
|
—
|
|
|
85,780
|
|
|
86,067
|
|
|
—
|
|
|
86,988
|
|
||||||
Other notes payable
|
931
|
|
|
—
|
|
|
918
|
|
|
2,722
|
|
|
—
|
|
|
2,625
|
|
DEBT FACILITY
|
|
METHODS AND ASSUMPTIONS
|
Senior Secured Credit Facility
|
|
Quoted market prices in inactive markets.
|
2012 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
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
146,331
|
|
|
$
|
124,157
|
|
|
$
|
112,674
|
|
Foreign
|
24,523
|
|
|
(4,187
|
)
|
|
59,686
|
|
|||
|
$
|
170,854
|
|
|
$
|
119,970
|
|
|
$
|
172,360
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Current provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
17,952
|
|
|
$
|
13,364
|
|
|
$
|
21,518
|
|
State
|
5,962
|
|
|
7,687
|
|
|
10,196
|
|
|||
Foreign
|
11,384
|
|
|
16,616
|
|
|
9,681
|
|
|||
|
35,298
|
|
|
37,667
|
|
|
41,395
|
|
|||
Deferred provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
2,514
|
|
|
(8,842
|
)
|
|
(83,437
|
)
|
|||
State
|
626
|
|
|
688
|
|
|
(347
|
)
|
|||
Foreign
|
856
|
|
|
(5,469
|
)
|
|
181
|
|
|||
|
3,996
|
|
|
(13,623
|
)
|
|
(83,603
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
39,294
|
|
|
$
|
24,044
|
|
|
$
|
(42,208
|
)
|
|
FISCAL YEAR
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Income taxes at federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal benefit
|
2.3
|
|
|
3.2
|
|
|
3.6
|
|
Valuation allowance on deferred income tax assets
|
1.7
|
|
|
1.5
|
|
|
(30.6
|
)
|
Employment-related credits, net
|
(15.8
|
)
|
|
(24.2
|
)
|
|
(22.3
|
)
|
Net life insurance expense
|
(0.3
|
)
|
|
(0.8
|
)
|
|
(1.6
|
)
|
Noncontrolling interests
|
(0.8
|
)
|
|
(1.2
|
)
|
|
(2.8
|
)
|
Tax settlements and related adjustments
|
(0.1
|
)
|
|
1.7
|
|
|
0.7
|
|
Gain on remeasurement of equity method investment
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
Foreign rate differential
|
0.6
|
|
|
2.7
|
|
|
(1.4
|
)
|
Other, net
|
0.4
|
|
|
2.1
|
|
|
1.7
|
|
Total
|
23.0
|
%
|
|
20.0
|
%
|
|
(24.5
|
)%
|
(dollars in thousands)
|
DECEMBER 27,
2015 |
|
DECEMBER 28,
2014 |
||||
Deferred income tax assets:
|
|
|
|
||||
Deferred rent
|
$
|
53,426
|
|
|
$
|
46,226
|
|
Insurance reserves
|
22,716
|
|
|
22,082
|
|
||
Unearned revenue
|
18,029
|
|
|
16,248
|
|
||
Deferred compensation
|
65,100
|
|
|
70,849
|
|
||
Net operating loss carryforwards
|
8,176
|
|
|
9,193
|
|
||
Federal tax credit carryforwards
|
148,447
|
|
|
160,266
|
|
||
Partner deposits and accrued partner obligations
|
13,248
|
|
|
18,026
|
|
||
Other, net
|
12,658
|
|
|
11,585
|
|
||
Gross deferred income tax assets
|
341,800
|
|
|
354,475
|
|
||
Less: valuation allowance
|
(4,088
|
)
|
|
(5,658
|
)
|
||
Net deferred income tax assets
|
337,712
|
|
|
348,817
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Less: property, fixtures and equipment basis differences
|
(198,449
|
)
|
|
(198,532
|
)
|
||
Less: intangible asset basis differences
|
(150,997
|
)
|
|
(155,741
|
)
|
||
Less: deferred gain on extinguishment of debt
|
(34,181
|
)
|
|
(45,782
|
)
|
||
Net deferred income tax liabilities
|
$
|
(45,915
|
)
|
|
$
|
(51,238
|
)
|
(dollars in thousands)
|
EXPIRATION DATE
|
|
AMOUNT
|
||||
United States state loss carryforwards
|
2019
|
-
|
2034
|
|
$
|
10,605
|
|
United States federal tax credit carryforwards
|
2032
|
-
|
2035
|
|
$
|
156,708
|
|
Foreign loss carryforwards
|
2017
|
-
|
Indefinite
|
|
$
|
34,035
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Balance as of beginning of year
|
$
|
17,563
|
|
|
$
|
17,068
|
|
|
$
|
13,591
|
|
Additions for tax positions taken during a prior period
|
3,022
|
|
|
2,177
|
|
|
73
|
|
|||
Reductions for tax positions taken during a prior period
|
(848
|
)
|
|
(422
|
)
|
|
(26
|
)
|
|||
Additions for tax positions taken during the current period
|
2,305
|
|
|
2,649
|
|
|
1,960
|
|
|||
Additions for tax positions on acquisition
|
—
|
|
|
—
|
|
|
2,799
|
|
|||
Settlements with taxing authorities
|
(1,078
|
)
|
|
(3,935
|
)
|
|
(488
|
)
|
|||
Lapses in the applicable statutes of limitations
|
(540
|
)
|
|
(120
|
)
|
|
(841
|
)
|
|||
Translation adjustments
|
(994
|
)
|
|
146
|
|
|
—
|
|
|||
Balance as of end of year
|
$
|
19,430
|
|
|
$
|
17,563
|
|
|
$
|
17,068
|
|
|
OPEN AUDIT YEARS
|
||
United States federal
|
2007
|
-
|
2014
|
United States states
|
2001
|
-
|
2014
|
Foreign
|
2008
|
-
|
2014
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Rent expense (1)
|
$
|
164,754
|
|
|
$
|
169,701
|
|
|
$
|
156,720
|
|
(1)
|
Includes contingent rent expense of
$7.4 million
,
$8.0 million
and
$6.5 million
for fiscal years
2015
,
2014
and
2013
, respectively.
|
(1)
|
Total minimum lease payments have not been reduced by minimum sublease rentals of
$1.8 million
due in future periods under non-cancelable subleases.
|
(dollars in thousands)
|
|
||
2016
|
$
|
20,909
|
|
2017
|
12,182
|
|
|
2018
|
8,481
|
|
|
2019
|
5,196
|
|
|
2020
|
2,861
|
|
|
Thereafter
|
14,162
|
|
|
|
$
|
63,791
|
|
(dollars in thousands)
|
DECEMBER 27,
2015 |
|
DECEMBER 28,
2014 |
||||
Undiscounted reserves
|
$
|
63,791
|
|
|
$
|
64,157
|
|
Discount
|
(2,318
|
)
|
|
(1,780
|
)
|
||
Discounted reserves
|
$
|
61,473
|
|
|
$
|
62,377
|
|
|
|
|
|
||||
Discounted reserves recognized in the Company
’
s Consolidated Balance Sheets:
|
|
|
|
||||
Accrued and other current liabilities
|
$
|
20,824
|
|
|
$
|
19,455
|
|
Other long-term liabilities, net
|
40,649
|
|
|
42,922
|
|
||
|
$
|
61,473
|
|
|
$
|
62,377
|
|
SEGMENT
|
|
CONCEPT
|
|
GEOGRAPHIC LOCATION
|
U.S.
|
|
Outback Steakhouse
|
|
United States of America, including Puerto Rico
|
|
Carrabba’s Italian Grill
|
|
||
|
Bonefish Grill
|
|
||
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
||
International
|
|
Outback Steakhouse (1)
|
|
Brazil, South Korea, Hong Kong, China
|
|
Carrabba’s Italian Grill (Abbraccio)
|
|
Brazil
|
(1)
|
Includes international franchise locations in
18
countries and Guam.
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Total revenues
|
|
|
|
|
|
||||||
U.S.
|
$
|
3,879,743
|
|
|
$
|
3,854,279
|
|
|
$
|
3,769,353
|
|
International
|
497,933
|
|
|
588,432
|
|
|
359,877
|
|
|||
Total revenues
|
$
|
4,377,676
|
|
|
$
|
4,442,711
|
|
|
$
|
4,129,230
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Segment income from operations
|
|
|
|
|
|
||||||
U.S.
|
$
|
342,224
|
|
|
$
|
320,561
|
|
|
$
|
314,525
|
|
International
|
34,597
|
|
|
25,020
|
|
|
57,409
|
|
|||
Total segment income from operations
|
376,821
|
|
|
345,581
|
|
|
371,934
|
|
|||
Unallocated corporate operating expense
|
(145,896
|
)
|
|
(153,617
|
)
|
|
(146,577
|
)
|
|||
Total income from operations
|
230,925
|
|
|
191,964
|
|
|
225,357
|
|
|||
Loss on extinguishment and modification of debt
|
(2,956
|
)
|
|
(11,092
|
)
|
|
(14,586
|
)
|
|||
Gain on remeasurement of equity method investment
|
—
|
|
|
—
|
|
|
36,608
|
|
|||
Other expense, net
|
(939
|
)
|
|
(1,244
|
)
|
|
(246
|
)
|
|||
Interest expense, net
|
(56,176
|
)
|
|
(59,658
|
)
|
|
(74,773
|
)
|
|||
Income before provision (benefit) for income taxes
|
$
|
170,854
|
|
|
$
|
119,970
|
|
|
$
|
172,360
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
U.S.
|
$
|
151,868
|
|
|
$
|
147,686
|
|
|
$
|
139,657
|
|
International
|
26,736
|
|
|
29,705
|
|
|
12,496
|
|
|||
Corporate
|
11,795
|
|
|
13,520
|
|
|
11,941
|
|
|||
Total depreciation and amortization
|
$
|
190,399
|
|
|
$
|
190,911
|
|
|
$
|
164,094
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
U.S.
|
$
|
153,445
|
|
|
$
|
174,952
|
|
|
$
|
186,575
|
|
International
|
46,803
|
|
|
55,594
|
|
|
24,116
|
|
|||
Corporate
|
10,015
|
|
|
7,322
|
|
|
26,523
|
|
|||
Total capital expenditures
|
$
|
210,263
|
|
|
$
|
237,868
|
|
|
$
|
237,214
|
|
(dollars in thousands)
|
DECEMBER 27, 2015
|
|
DECEMBER 28, 2014
|
||||
Assets
|
|
|
|
||||
U.S.
|
$
|
2,405,196
|
|
|
$
|
2,376,331
|
|
International
|
472,518
|
|
|
622,866
|
|
||
Corporate
|
154,855
|
|
|
339,043
|
|
||
Total assets
|
$
|
3,032,569
|
|
|
$
|
3,338,240
|
|
(dollars in thousands)
|
DECEMBER 27, 2015
|
|
DECEMBER 28, 2014
|
||||
U.S.
|
$
|
1,601,691
|
|
|
$
|
1,619,931
|
|
International
|
156,905
|
|
|
186,574
|
|
||
|
$
|
1,758,596
|
|
|
$
|
1,806,505
|
|
2015 FISCAL QUARTERS
(dollars in thousands, except per share data) |
FIRST (1)
|
|
SECOND (1)
|
|
THIRD (1)
|
|
FOURTH (1)
|
||||||||
Total revenues
|
$
|
1,202,059
|
|
|
$
|
1,099,597
|
|
|
$
|
1,026,721
|
|
|
$
|
1,049,299
|
|
Income from operations
|
97,701
|
|
|
62,585
|
|
|
38,724
|
|
|
31,915
|
|
||||
Net income
|
62,082
|
|
|
33,056
|
|
|
17,405
|
|
|
19,017
|
|
||||
Net income attributable to Bloomin’ Brands
|
60,588
|
|
|
32,226
|
|
|
16,811
|
|
|
17,702
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.48
|
|
|
$
|
0.26
|
|
|
$
|
0.14
|
|
|
$
|
0.15
|
|
Diluted
|
$
|
0.47
|
|
|
$
|
0.26
|
|
|
$
|
0.13
|
|
|
$
|
0.14
|
|
2014 FISCAL QUARTERS
(dollars in thousands, except per share data) |
FIRST (2)
|
|
SECOND (2)
|
|
THIRD (2)
|
|
FOURTH (2)
|
||||||||
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
|
|
(1)
|
Total revenues in the first quarter of 2015 include
$24.3 million
higher restaurant sales due to a change in the Company’s fiscal year end. Income from operations in the first quarter of 2015 includes
$7.7 million
of pre-tax impairments and restaurant closing costs incurred in connection with the Domestic and International Restaurant Closure Initiatives. Income from operations in the fourth quarter of 2015 includes
$24.2 million
of pre-tax asset impairments incurred in connection with the Bonefish Restructuring. Net income for the second quarter of 2015 includes
$2.6 million
of loss in connection with a refinancing of the Company’s Senior Secured Credit Facility. Net income in the first quarter of 2015 includes
$4.9 million
of less net income due to a change in the Company’s fiscal year end.
|
(2)
|
Total revenues in the first, third and fourth quarters of 2014 include
$7.5 million
,
$6.9 million
and
$31.6 million
, respectively, of lower restaurant sales due to a change in the Company’s fiscal year end. Income (loss) 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 (loss) 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 (loss) 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
|
PAYMENT DATE
|
|
INITIAL MATURITY
|
|
EXTENSION
|
||||
February 28, 2017
|
|
$
|
90,000
|
|
|
$
|
90,000
|
|
August 31, 2017
|
|
50,000
|
|
|
50,000
|
|
||
February 11, 2018 (1)
|
|
160,000
|
|
|
50,000
|
|
||
August 31, 2018
|
|
—
|
|
|
50,000
|
|
||
February 11, 2019
|
|
—
|
|
|
60,000
|
|
||
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
(1)
|
If the Extension is exercised, the payment date is February 28, 2018.
|
•
|
Consolidated Balance Sheets -
December 27, 2015
and
December 28, 2014
|
•
|
Consolidated Statements of Operations and Comprehensive Income
– Fiscal years
2015
,
2014
, and
2013
|
•
|
Consolidated Statements of Changes in Stockholders’ Equity – Fiscal years
2015
,
2014
, and
2013
|
•
|
Consolidated Statements of Cash Flows – Fiscal years
2015
,
2014
, and
2013
|
•
|
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
|
|
Fourth Amendment to Credit Agreement and Incremental Amendment dated as of March 31, 2015, among OSI Restaurant Partners, LLC, OSI Holdco, Inc., the Subsidiary Guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent
|
|
March 29, 2015 Form 10-Q, Exhibit 10.1
|
|
|
|
|
|
10.6
|
|
Fifth Amendment to Credit Agreement and Incremental Amendment dated as of December 11, 2015, among OSI Restaurant Partners, LLC, OSI Holdco, Inc., the Subsidiary Guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent
|
|
Filed herewith
|
|
|
|
|
|
10.7
|
|
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
|
|
|
|
|
|
10.8
|
|
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
|
|
|
|
|
|
10.9
|
|
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
|
|
|
|
|
|
10.10
|
|
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
|
|
|
|
|
|
10.11
|
|
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
|
|
|
|
|
|
10.12
|
|
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
|
|
|
|
|
|
10.13
|
|
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
|
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
|
10.14
|
|
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
|
|
|
|
|
|
10.15
|
|
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
|
|
|
|
|
|
10.16
|
|
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
|
|
|
|
|
|
10.17
|
|
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
|
|
|
|
|
|
10.18
|
|
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
|
|
|
|
|
|
10.19
|
|
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
|
|
|
|
|
|
10.20
|
|
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
|
|
|
|
|
|
10.21
|
|
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
|
|
|
|
|
|
10.22
|
|
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
|
|
|
|
|
|
10.23
|
|
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
|
|
|
|
|
|
10.24
|
|
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
|
|
|
|
|
|
10.25
|
|
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
|
|
|
|
|
|
10.26
|
|
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
|
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
|
10.27
|
|
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
|
|
|
|
|
|
10.28
|
|
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
|
|
|
|
|
|
10.29
|
|
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
|
|
|
|
|
|
10.30
|
|
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
|
|
|
|
|
|
10.31
|
|
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
|
|
|
|
|
|
10.32
|
|
Lease, dated January 21, 2014, between OS Southern, LLC and MVP LRS, LLC
|
|
December 31, 2013 Form 10-K, Exhibit 10.28
|
|
|
|
|
|
10.33*
|
|
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
|
|
|
|
|
|
10.34*
|
|
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
|
|
|
|
|
|
10.35*
|
|
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
|
|
|
|
|
|
10.36*
|
|
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
|
|
|
|
|
|
10.37*
|
|
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
|
|
|
|
|
|
10.38*
|
|
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
|
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
|
10.39*
|
|
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
|
|
|
|
|
|
10.40*
|
|
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
|
|
|
|
|
|
10.41*
|
|
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
|
|
|
|
|
|
10.42*
|
|
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
|
|
|
|
|
|
10.43*
|
|
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
|
|
|
|
|
|
10.44*
|
|
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
|
|
|
|
|
|
10.45*
|
|
Bloomin’ Brands, Inc. Executive Change in Control Plan, effective December 6, 2012
|
|
December 7, 2012 Form 8-K, Exhibit 10.1
|
|
|
|
|
|
10.46*
|
|
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
|
|
|
|
|
|
10.47*
|
|
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
|
|
|
|
|
|
10.48*
|
|
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
|
|
|
|
|
|
10.49*
|
|
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
|
|
|
|
|
|
10.50*
|
|
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
|
|
|
|
|
|
10.51*
|
|
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
|
|
|
|
|
|
10.52*
|
|
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
|
|
|
|
|
|
10.53*
|
|
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
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
|
|
|
|
|
|
10.54*
|
|
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
|
|
|
|
|
|
10.55*
|
|
Employment Offer Letter Agreement, dated as of July 30, 2014, between Bloomin’ Brands, Inc. and Donagh Herlihy
|
|
December 28, 2014 Form 10-K, Exhibit 10.58
|
|
|
|
|
|
10.56*
|
|
Employment Offer Letter Agreement, dated as of March 12, 2015, between Bloomin’ Brands, Inc. and Gregg Scarlett
|
|
Filed herewith
|
|
|
|
|
|
10.57*
|
|
Employment Offer Letter Agreement, dated as of May 4, 2015, between Bloomin’ Brands, Inc. and Sukhdev Singh
|
|
Filed herewith
|
|
|
|
|
|
10.58
|
|
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
|
|
|
|
|
|
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, 2016
|
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, 2016
|
|
|
|
|
|
|
/s/ David J. Deno
|
|
Executive Vice President and Chief Financial and Administrative Officer
(Principal Financial and Accounting Officer)
|
|
|
David J. Deno
|
|
|
February 24, 2016
|
|
|
|
|
|
|
/s/ Andrew B. Balson
|
|
|
|
|
Andrew B. Balson
|
|
Director
|
|
February 24, 2016
|
|
|
|
|
|
/s/ James R. Craigie
|
|
|
|
|
James R. Craigie
|
|
Director
|
|
February 24, 2016
|
|
|
|
|
|
/s/ David R. Fitzjohn
|
|
|
|
|
David R. Fitzjohn
|
|
Director
|
|
February 24, 2016
|
|
|
|
|
|
/s/ Mindy Grossman
|
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Mindy Grossman
|
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Director
|
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February 24, 2016
|
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/s/ Tara Walpert Levy
|
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Tara Walpert Levy
|
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Director
|
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February 24, 2016
|
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/s/ John J. Mahoney
|
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John J. Mahoney
|
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Director
|
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February 24, 2016
|
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/s/ Chris T. Sullivan
|
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|
|
Chris T. Sullivan
|
|
Director
|
|
February 24, 2016
|
|
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OSI RESTAURANT PARTNERS, LLC, as Borrower
|
|
||||
|
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By:
|
/s/ Tian Zhang
|
|
|||
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Name: Tian Zhang
|
|
||
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Title: Authorized Agent
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||
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OSI HOLDCO, INC., as Holdings
|
|
||||
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|
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By:
|
/s/ Elizabeth Smith
|
|
|||
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|
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Name: Elizabeth Smith
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|
||
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|
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Title: Director
|
|
||
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|
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BLOOMIN’ BRANDS GIFT CARD SERVICES, LLC
|
|||||
|
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OS RESTAURANT SERVICES, LLC
|
|
||||
|
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OUTBACK DESIGNATED PARTNER, LLC
|
|
||||
|
|
OUTBACK KANSAS LLC
|
|
||||
|
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|
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By: OUTBACK STEAKHOUSE OF FLORIDA, LLC,
|
|||||
|
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its member
|
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||
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By: OSI RESTAURANT PARTNERS, LLC, its
|
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|||
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member
|
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|||
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By:
|
/s/ Tian Zhang
|
|
||
|
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|
|
Name: Tian Zhang
|
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|
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Title: Authorized Agent
|
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BONEFISH GRILL GULF COAST OF LOUISIANA,
|
|||||
|
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LLC
|
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By: BONEFISH/GULF COAST, LIMITED
|
|||||
|
|
PARTNERSHIP, its managing member
|
|||||
|
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By: BONEFISH GRILL, LLC, its general
|
||||
|
|
|
partner
|
||||
|
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|
|
By: OSI RESTAURANT PARTNERS,
|
|||
|
|
|
|
LLC, its managing member
|
|||
|
|
|
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|
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|
|
By:
|
/s/ Tian Zhang
|
|
|
|
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
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|
|
BONEFISH OF BEL AIR, LLC
|
|||||
|
|
BONEFISH GRILL OF FLORIDA, LLC
|
|||||
|
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|
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|
|
By: BONEFISH GRILL, LLC, its managing member
|
|||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
||||
|
|
|
managing member
|
||||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
BONEFISH GRILL, LLC
|
|||||
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|||||
|
|
managing member
|
|
||||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
|||
|
|
|
|
Name: Tian Zhang
|
|
||
|
|
|
|
Title: Authorized Agent
|
|
||
|
|
|
|
|
|
|
|
|
|
BONEFISH KANSAS DESIGNATED PARTNER,
|
|
||||
|
|
LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: BONEFISH KANSAS LLC, its member
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: BONEFISH GRILL, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS,
|
|
||
|
|
|
|
LLC, its managing member
|
|
||
|
|
|
|
|
|
||
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
|
|
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BONEFISH/ASHEVILLE, LIMITED PARTNERSHIP
|
|||||
|
|
BONEFISH/CAROLINAS, LIMITED PARTNERSHIP
|
|||||
|
|
BONEFISH/COLUMBUS-I, LIMITED
|
|||||
|
|
PARTNERSHIP
|
|
||||
|
|
BONEFISH/CRESCENT SPRINGS, LIMITED
|
|
||||
|
|
PARTNERSHIP
|
|
||||
|
|
BONEFISH/GREENSBORO, LIMITED
|
|
||||
|
|
PARTNERSHIP
|
|
|
|||
|
|
BONEFISH/GULF COAST, LIMITED PARTNERSHIP
|
|||||
|
|
BONEFISH/HYDE PARK, LIMITED PARTNERSHIP
|
|||||
|
|
BONEFISH/SOUTHERN, LIMITED PARTNERSHIP
|
|||||
|
|
|
|
|
|
|
|
|
|
By: BONEFISH GRILL, LLC, its general partner
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
||||
|
|
|
managing member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BONEFISH/SOUTH FLORIDA-I, LIMITED
|
|
||||
|
|
PARTNERSHIP
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: BONEFISH GRILL OF FLORIDA, LLC, its
|
|
||||
|
|
general partner
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By: BONEFISH GRILL, LLC, its managing
|
|
|||
|
|
|
member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS,
|
|
||
|
|
|
|
LLC, its managing member
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
|
|
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BONEFISH BEVERAGES, LLC
|
|
||||
|
|
BONEFISH HOLDINGS, LLC
|
|
||||
|
|
CIGI BEVERAGES OF TEXAS, LLC
|
|
||||
|
|
CIGI HOLDINGS, LLC
|
|
||||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
|||
|
|
|
|
Name: Joseph J. Kadow
|
|
||
|
|
|
|
Title: Manager
|
|
||
|
|
|
|
|
|
|
|
|
|
OUTBACK BEVERAGES OF TEXAS, LLC
|
|
||||
|
|
OBTEX HOLDINGS, LLC
|
|
||||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
|||
|
|
|
|
Name: Joseph J. Kadow
|
|
||
|
|
|
|
Title: Manager
|
|
||
|
|
|
|
|
|
|
|
|
|
BONEFISH BRANDYWINE, LLC
|
|
||||
|
|
BONEFISH DESIGNATED PARTNER, LLC
|
|
||||
|
|
BONEFISH KANSAS LLC
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: BONEFISH GRILL, LLC, its member
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
|||
|
|
|
managing member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BONEFISH GRILL OF FLORIDA DESIGNATED
|
|
||||
|
|
PARTNER, LLC
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: BONEFISH GRILL OF FLORIDA, LLC, its
|
|
||||
|
|
member
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By: BONEFISH GRILL, LLC, its managing
|
|
|||
|
|
|
member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS,
|
|
||
|
|
|
|
LLC, its managing member
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
|
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BFG NEBRASKA, INC.
|
|
||||
|
|
BFG OKLAHOMA, INC.
|
|
||||
|
|
BOOMERANG AIR, INC.
|
|
||||
|
|
CIGI NEBRSKA, INC.
|
|
||||
|
|
CIGI OKLAHOMA, INC.
|
|
||||
|
|
OS MANAGEMENT, INC.
|
|
||||
|
|
OS MORTGAGE HOLDINGS, INC.
|
|
||||
|
|
OSF NEBRASKA, INC.
|
|
||||
|
|
OSF OKLAHOMA, INC.
|
|
||||
|
|
OUTBACK ALABAMA, INC.
|
|
||||
|
|
OUTBACK CATERING, INC.
|
|
||||
|
|
OUTBACK & CARRABBA’S OF NEW MEXICO, INC.
|
|||||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David J. Deno
|
|
|||
|
|
|
|
Name: David J. Deno
|
|
||
|
|
|
|
Title: Chief Financial and Administrative
|
|
||
|
|
|
|
Officer & Executive Vice President
|
|
||
|
|
|
|
|
|
|
|
|
|
OSI CO-ISSUER, INC.
|
|
||||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Elizabeth Smith
|
|
|||
|
|
|
|
Name: Elizabeth Smith
|
|
||
|
|
|
|
Title: Director
|
|
||
|
|
|
|
|
|
|
|
|
|
OS ASSET, INC.
|
|
||||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
|||
|
|
|
|
Name: Joseph J. Kadow
|
|
||
|
|
|
|
Title: Executive Vice President, Chief
|
|
||
|
|
|
|
Legal Officer, Secretary & President
|
|
||
|
|
|
|
|
|
|
|
|
|
CARRABBA’S DESIGNATED PARTNER, LLC
|
|
||||
|
|
CARRABBA’S KANSAS LLC
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its
|
|
||||
|
|
member
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
|||
|
|
|
member
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
CARRABBA’S ITALIAN GRILL OF HOWARD
|
|
||||
|
|
COUNTY, INC.
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kenneth Russo
|
|
|||
|
|
|
|
Name: Kenneth Russo
|
|
||
|
|
|
|
Title: Secretary, Treasurer & President
|
|
||
|
|
|
|
|
|
|
|
|
|
CARRABBA’S ITALIAN GRILL, LLC
|
|
||||
|
|
OS REALTY, LLC
|
|
|
|||
|
|
OUTBACK STEAKHOUSE OF FLORIDA, LLC
|
|
||||
|
|
PRIVATE RESTAURANT MASTER LESSEE, LLC
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
||||
|
|
member
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
|||
|
|
|
|
Name: Tian Zhang
|
|
||
|
|
|
|
Title: Authorized Agent
|
|
||
|
|
|
|
|
|
|
|
|
|
CARRABBA’S KANSAS DESIGNATED PARTNER,
|
|||||
|
|
LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S KANSAS LLC, its member
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its
|
||||
|
|
|
member
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS,
|
|
||
|
|
|
|
LLC, its member
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
|
|
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
CARRABBA’S OF BOWIE, LLC
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its
|
|
||||
|
|
managing member
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
|||
|
|
|
member
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CARRABBA’S OF GERMANTOWN, INC.
|
|
||||
|
|
CARRABBA’S OF WALDORF, INC.
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its
|
|
||||
|
|
managing member
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|||||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
|||
|
|
|
|
Name: Tian Zhang
|
|
||
|
|
|
|
Title: Authorized Agent
|
|
||
|
|
|
|
|
|
|
|
|
|
CARRABBA’S/BIRMINGHAM 280, LIMITED
|
|
||||
|
|
PARTNERSHIP
|
|
||||
|
|
CARRABBA’S/COOL SPRINGS, LIMITED
|
|
||||
|
|
PARTNERSHIP
|
|
|
|||
|
|
CARRABBA’S/DEERFIELD TOWNSHIP, LIMITED PARTNERSHIP
|
|||||
|
|
CARRABBA’S/GREEN HILLS, LIMITED
|
|
||||
|
|
PARTNERSHIP
|
|
|
|||
|
|
CARRABBA’S/LEXINGTON, LIMITED
|
|
||||
|
|
PARTNERSHIP
|
|
|
|||
|
|
CARRABBA’S/LOUISVILLE, LIMITED
|
|
||||
|
|
PARTNERSHIP
|
|
|
|||
|
|
CARRABBA’S/METRO, LIMITED PARTNERSHIP
|
|
||||
|
|
CARRABBA’S/MICHIGAN, LIMITED
|
|
||||
|
|
PARTNERSHIP
|
|
|
|||
|
|
CARRABBA’S/MONTGOMERY, LIMITED
|
|
||||
|
|
PARTNERSHIP
|
|
|
|||
|
|
CARRABBA’S/ROCKY TOP, LIMITED
|
|
||||
|
|
PARTNERSHIP
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its general
|
|||||
|
|
partner
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
|||
|
|
|
member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S DESIGNATED PARTNER, LLC,
|
|||||
|
|
its general partner
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its
|
|
|||
|
|
|
member
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS,
|
|
||
|
|
|
|
LLC, its member
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
|
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
CARRABBA’S/DC-I, LIMITED PARTNERSHIP
|
|
||||
|
|
CARRABBA’S/MID ATLANTIC-I, LIMITED
|
|
||||
|
|
PARTNERSHIP
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its general
|
|||||
|
|
partner
|
|
|
|||
|
|
|
|
|
|||
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
|||
|
|
|
member
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CIGI/BFG OF EAST BRUNSWICK PARTNERSHIP
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its general
|
|||||
|
|
partner
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
|||
|
|
|
member
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: BONEFISH GRILL, LLC, its general partner
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
|||
|
|
|
managing member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OUTBACK OF ASPEN HILL, INC.
|
|
||||
|
|
OUTBACK OF GERMANTOWN, INC.
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: OUTBACK STEAKHOUSE OF FLORIDA, LLC
|
|||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
|||
|
|
|
managing member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FREDERICK OUTBACK, INC.
|
|
||||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Stephen S. Newton
|
|
|||
|
|
|
|
Name: Stephen S. Newton
|
|
||
|
|
|
|
Title: Treasurer, President & Secretary
|
|
||
|
|
|
|
|
|
|
|
|
|
OSF/BFG OF DEPTFORD PARTNERSHIP
|
|
||||
|
|
OSF/BFG OF LAWRENCEVILLE PARTNERSHIP
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: OUTBACK STEAKHOUSE OF FLORIDA, LLC,
|
|||||
|
|
its general partner
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
|||
|
|
|
member
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: BONEFISH GRILL, LLC, its general partner
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
|||
|
|
|
managing member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
OSF/CIGI OF EVESHAM PARTNERSHIP
|
|
||||
|
|
OUTBACK/CARRABBA’S PARTNERSHIP
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: OUTBACK STEAKHOUSE OF FLORIDA, LLC,
|
|||||
|
|
its general partner
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
|||
|
|
|
member
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its general
|
|||||
|
|
partner
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
|||
|
|
|
member
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OUTBACK KANSAS DESIGNATED PARTNER, LLC
|
|||||
|
|
|
|
|
|
|
|
|
|
By: OUTBACK KANSAS LLC, its member
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: OUTBACK STEAKHOUSE OF
|
|
|||
|
|
|
FLORIDA, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS,
|
|
||
|
|
|
|
LLC, its member
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
|
|
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
OUTBACK STEAKHOUSE WEST VIRGINIA, INC.
|
|||||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
|||
|
|
|
|
Name: Joseph J. Kadow
|
|
||
|
|
|
|
Title: Director, Secretary, Vice President &
|
|
||
|
|
|
|
|
Treasurer
|
|
|
|
|
OUTBACK STEAKHOUSE-NYC, LTD.
|
|
||||
|
|
OUTBACK/DC, LIMITED PARTNERSHIP
|
|
||||
|
|
OUTBACK/MID ATLANTIC-I, LIMITED
|
|
||||
|
|
PARTNERSHIP
|
|
||||
|
|
OUTBACK/STONE-II, LIMITED PARTNERSHIP
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: OUTBACK STEAKHOUSE OF FLORIDA, LLC,
|
|||||
|
|
its general partner
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
|||
|
|
|
member
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OUTBACK CATERING DESIGNATED PARTNER,
|
|||||
|
|
LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: OUTBACK CATERING, INC., its member
|
|
||||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David J. Deno
|
|
|||
|
|
|
|
Name: David J. Deno
|
|
||
|
|
|
|
Title: Chief Financial and Administrative
|
|
||
|
|
|
|
Officer & Executive Vice President
|
|
||
|
|
|
|
|
|
|
|
|
|
OUTBACK OF LAUREL, LLC
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: OUTBACK STEAKHOUSE OF FLORIDA, LLC,
|
|||||
|
|
the Sole Manager
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its
|
|
|||
|
|
|
members
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tian Zhang
|
|
||
|
|
|
|
|
Name: Tian Zhang
|
|
|
|
|
|
|
|
Title: Authorized Agent
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
|||||
|
|
as Administrative Agent, Swing Line Lender, Collateral
|
|||||
|
|
Agent, an L/C Issuer, a Consenting Lender and
|
|
||||
|
|
Incremental Term A-1 Loan Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Darcy McLaren
|
|
|||
|
|
|
Name:
|
Darcy McLaren
|
|
||
|
|
|
Title:
|
Director
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BANK OF AMERICA, N.A., as an Incremental Term
|
|
||||
|
|
A-1 Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Aron Frey
|
|
|||
|
|
|
Name:
|
Aron Frey
|
|
||
|
|
|
Title:
|
Assistant Vice President
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPMORGAN CHASE BANK, N.A., as an Incremental
|
|||||
|
|
Term A-1 Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Lauren Baker
|
|
|||
|
|
|
|
Lauren Baker
|
|
||
|
|
|
|
Vice President
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COÖPERATIEVE CENTRALE RAIFFEISEN-
|
|
||||
|
|
BOERENLEENBANK B.A. "RABOBANK
|
|
||||
|
|
NEDERLAND", NEW YORK BRANCH, as an
|
|
||||
|
|
Incremental Term A-1 Loan Lender and a Consenting
|
|
||||
|
|
Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Adriaan Weststrate
|
|
|||
|
|
|
Name:
|
Adriaan Weststrate
|
|
||
|
|
|
Title:
|
Managing Director
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Claire Laury
|
|
|||
|
|
|
Name:
|
Claire Laury
|
|
||
|
|
|
Title:
|
Executive Director
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US BANK NATIONAL ASSOCIATION, as an
|
|
||||
|
|
Incremental Term A-1 Loan Lender and a Consenting
|
|
||||
|
|
Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Steven L. Sawyer
|
|
|||
|
|
|
Name:
|
Steven L. Sawyer
|
|
||
|
|
|
Title:
|
Senior Vice President
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REGIONS BANK, as an Incremental Term A-1 Loan
|
|
||||
|
|
Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Scott C. Tocci
|
|
|||
|
|
|
Name:
|
Scott C. Tocci
|
|
||
|
|
|
Title:
|
Managing Director
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CITIZENS BANK N.A., as an Incremental Term A-1
|
|
||||
|
|
Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ John P. Dysart
|
|
|||
|
|
|
|
John P. Dysart
|
|
||
|
|
|
|
Sr. Vice President
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HSBC BANK USA, NATIONAL ASSOCIATION, as an
|
|||||
|
|
Incremental Term A-1 Loan Lender and a Consenting Lender
|
|||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Rafael De Paoli
|
|
|||
|
|
|
Name:
|
Rafael De Paoli
|
|
||
|
|
|
Title:
|
Senior Vice President
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIFTH THIRD BANK, as an Incremental Term A-1
|
|
||||
|
|
Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ John A. Marian
|
|
|||
|
|
|
Name:
|
John A. Marian
|
|
||
|
|
|
Title:
|
Vice President
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PNC BANK N.A as an Incremental Term A-1 Loan
|
|
||||
|
|
Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ John Astrab
|
|
|||
|
|
|
Name:
|
John Astrab
|
|
||
|
|
|
Title:
|
Vice President, Relationship Manager
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TD BANK N.A., as an Incremental Term A-1 Loan
|
|
||||
|
|
Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Alan Garson
|
|
|||
|
|
|
Name:
|
Alan Garson
|
|
||
|
|
|
Title:
|
Senior Vice President
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CADENCE BANK NA, as an Incremental Term A-1
|
|
||||
|
|
Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ John M. Huss
|
|
|||
|
|
|
Name:
|
John M. Huss
|
|
||
|
|
|
Title:
|
Managing Director
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd., as an
|
|
||||
|
|
Incremental Term A-1 Loan Lender and a Consenting
|
|
||||
|
|
Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Christine Howatt
|
|
|||
|
|
|
Name:
|
Christine Howatt
|
|
||
|
|
|
Title:
|
Authorized Signatory
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUMITOMO MITSUI BANKING CORPORATION, as
|
|
||||
|
|
an Incremental Term A-1 Loan Lender and a Consenting
|
|
||||
|
|
Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ David W. Kee
|
|
|||
|
|
|
Name:
|
David W. Kee
|
|
||
|
|
|
Title:
|
Managing Director
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIRST TENNESSEE BANK, NATIONAL
|
|
||||
|
|
ASSOCIATION, an Incremental Term A-1 Loan
|
|
||||
|
|
Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ John R. Schmitt
|
|
|||
|
|
|
Name:
|
John R. Schmitt
|
|
||
|
|
|
Title:
|
Senior Vice President
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USAMERIBANK, as an Incremental Term A-1 Loan
|
|
||||
|
|
Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Ronald L. Ciganek
|
|
|||
|
|
|
Name:
|
Ronald L. Ciganek
|
|
||
|
|
|
Title:
|
Senior Vice President
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[FLORIDA COMMUNITY BANK, N.A.], as a
|
|
||||
|
|
Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Jonathan Simoens
|
|
|||
|
|
|
Name:
|
Jonathan Simoens
|
|
||
|
|
|
Title:
|
SVP
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GOLDMAN SACHS BANK USA, as a Consenting Lender
|
|||||
|
|
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Michelle Latzoni
|
|
|||
|
|
|
Name:
|
MICHELLE LATZONI
|
|
||
|
|
|
Title:
|
AUTHORIZED SIGNATORY
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MORGAN STANLEY BANK, N.A.,
|
|
||||
|
|
as a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ John Durland
|
|
|||
|
|
|
Name:
|
John Durland
|
|
||
|
|
|
Title:
|
Authorized Signatory
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEUTSCHE BANK AG NEW YORK BRANCH, as a
|
|||||
|
|
Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Dusan Lazarov
|
|
|||
|
|
|
Name:
|
Dusan Lazarov
|
|
||
|
|
|
Title:
|
Director
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Anca Trifan
|
|
|||
|
|
|
Name:
|
Anca Trifan
|
|
||
|
|
|
Title:
|
Managing Director
|
|
|
|
RAYMOND JAMES BANK, N.A., as a Consenting
|
|
||||
|
|
Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Mike Pelletier
|
|
|||
|
|
|
Name:
|
Mike Pelletier
|
|
||
|
|
|
Title:
|
Senior Vice President
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incremental Term A-1 Loan Lender
|
Incremental Term A-1 Loan Commitment
|
Wells Fargo Bank, National Association
|
$15,000,000.00
|
Bank of America, N.A.
|
$30,000,000.00
|
JPMorgan Chase Bank, N.A.
|
$5,000,000.00
|
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch
|
$15,000,000.00
|
U.S. Bank, National Association
|
$10,000,000.00
|
Regions Bank
|
$9,000,000.00
|
Citizens Bank, N.A.
|
$7,500,000.00
|
HSBC Bank USA, National Association
|
$7,500,000.00
|
Fifth Third Bank
|
$10,000,000.00
|
PNC Bank, National Association
|
$10,000,000.00
|
TD Bank, N.A.
|
$10,000,000.00
|
Cadence Bank NA
|
$5,500,000.00
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
$5,000,000.00
|
Sumitomo Mitsui Banking Corporation
|
$5,000,000.00
|
First Tennessee Bank National Association
|
$3,500,000.00
|
USAmeriBank
|
$2,000,000.00
|
Total
|
$150,000,000.00
|
|
|
Exhibit 10.56
|
|
|
•
|
Medical Benefits Plan
|
•
|
Annual Executive Medical Check-Up
|
•
|
Salaried Short-Term Disability Insurance
|
•
|
Salaried Long-Term Disability Insurance
|
•
|
Company Paid Group Term Life Insurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gregg Scarlett
|
|
3-12-2015
|
|
Gregg Scarlett
|
|
Date
|
|
|
|
|
|
|
|
|
Exhibit 10.57
|
|
|
•
|
Medical Benefits Plan
|
•
|
Annual Executive Medical Check-Up
|
•
|
Salaried Short-Term Disability Insurance
|
•
|
Salaried Long-Term Disability Insurance
|
•
|
Company Paid Group Term Life Insurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Suk Singh
|
|
May 4, 2015
|
|
Suk Singh
|
|
Date
|
|
|
|
|
|
|
SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
Annapolis Outback, LLC
|
|
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 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 Group Restaurants, B.V.
|
|
NL
|
Bloom Group Restaurants, LLC
|
|
FL
|
Bloom No.1 Limited
|
|
HK
|
Bloom No.2 Limited
|
|
HK
|
Bloom Participações, Ltda.
|
|
BR
|
Bloom Restaurantes Brasil S.A.
|
|
BR
|
Bloomin’ Brands Gift Card Services, LLC
|
|
FL
|
Bloomin’ Brands International, LLC
|
|
FL
|
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 International, LLC
|
|
FL
|
Bonefish Grill of Florida Designated Partner, LLC
|
|
DE
|
Bonefish Grill of Florida, LLC
|
|
DE
|
Bonefish Grill of Rogers, Inc.
|
|
AR
|
Bonefish Grill, 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
|
SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
Bonefish/Anne Arundel, LLC
|
|
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
|
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 Beverages of Texas, LLC
|
|
TX
|
CIGI Florida Services, Ltd
|
|
FL
|
CIGI Holdings, LLC
|
|
TX
|
CIGI Louisiana Services, Ltd
|
|
FL
|
CIGI Maryland Services, Ltd
|
|
FL
|
CIGI Nebraska, Inc.
|
|
FL
|
CIGI New York Services, Limited Partnership
|
|
FL
|
CIGI North Carolina Services, Ltd
|
|
FL
|
CIGI Oklahoma, Inc.
|
|
FL
|
SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
CIGI Pennsylvania Services, Ltd
|
|
FL
|
CIGI South Carolina Services, Ltd
|
|
FL
|
CIGI Tennessee Services, Ltd
|
|
FL
|
CIGI Virginia Services, Limited Partnership
|
|
FL
|
CIGI/BFG of East Brunswick Partnership
|
|
FL
|
Dutch Holdings I, LLC
|
|
FL
|
Fleming’s Beverages, LLC
|
|
TX
|
Fleming’s International, LLC
|
|
FL
|
Fleming’s of Baltimore, LLC
|
|
MD
|
Flemings Restaurantes do Brasil Ltda.
|
|
BR
|
Fleming’s/Outback Holdings, Inc.
|
|
TX
|
FPS Florida Services, Ltd
|
|
FL
|
FPS NEBRASKA, INC.
|
|
FL
|
FPS Oklahoma, Inc.
|
|
FL
|
Frederick Outback, Inc.
|
|
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
|
Ocean City Outback, Inc.
|
|
MD
|
OS Asset, Inc.
|
|
FL
|
OS Management, Inc.
|
|
FL
|
OS Mortgage Holdings, Inc.
|
|
DE
|
OS Niagara Falls, 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 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 Nebraska, Inc.
|
|
FL
|
OSF Nevada Services, Limited Partnership
|
|
FL
|
OSF New Jersey Services, Limited Partnership
|
|
FL
|
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
|
SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
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/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
|
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
|
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 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
|
SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
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
|
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
|
Snyderman Restaurant Group Inc
|
|
NJ
|
Williamsburg Square Joint Venture
|
|
PA
|
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, 2016
|
/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, 2016
|
/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, 2016
|
/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, 2016
|
/s/ David J. Deno
|
|
|
David J. Deno
|
|
|
Executive Vice President and Chief Financial and Administrative Officer
(Principal Financial Officer)
|