|
|
|
|
|
(Mark One)
|
|
[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended June 26, 2016
|
|
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.)
|
|
|
|
|
|
|
Page No.
|
|
|
|
|
Item 1.
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
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|
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Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
JUNE 26, 2016
|
|
DECEMBER 27, 2015
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
102,074
|
|
|
$
|
132,337
|
|
Current portion of restricted cash and cash equivalents
|
802
|
|
|
6,772
|
|
||
Inventories
|
67,682
|
|
|
80,704
|
|
||
Current portion of assets held for sale
|
29,943
|
|
|
784
|
|
||
Other current assets, net
|
95,647
|
|
|
198,047
|
|
||
Total current assets
|
296,148
|
|
|
418,644
|
|
||
Restricted cash
|
—
|
|
|
16,265
|
|
||
Long-term portion of assets held for sale
|
16,884
|
|
|
—
|
|
||
Property, fixtures and equipment, net
|
1,498,342
|
|
|
1,594,460
|
|
||
Goodwill
|
304,613
|
|
|
300,861
|
|
||
Intangible assets, net
|
541,690
|
|
|
546,837
|
|
||
Deferred income tax assets
|
342
|
|
|
7,631
|
|
||
Other assets, net
|
126,360
|
|
|
147,871
|
|
||
Total assets
|
$
|
2,784,379
|
|
|
$
|
3,032,569
|
|
|
|
|
|
||||
|
(CONTINUED...)
|
|
|||||
|
|
|
|
|
JUNE 26, 2016
|
|
DECEMBER 27, 2015
|
||||
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
202,953
|
|
|
$
|
193,116
|
|
Accrued and other current liabilities
|
210,313
|
|
|
206,611
|
|
||
Unearned revenue
|
264,941
|
|
|
382,586
|
|
||
Current portion of liabilities held for sale
|
18,350
|
|
|
—
|
|
||
Current portion of long-term debt, net
|
28,288
|
|
|
31,853
|
|
||
Total current liabilities
|
724,845
|
|
|
814,166
|
|
||
Deferred rent
|
147,004
|
|
|
139,758
|
|
||
Deferred income tax liabilities
|
38,259
|
|
|
53,546
|
|
||
Long-term liabilities held for sale
|
4,077
|
|
|
—
|
|
||
Long-term debt, net
|
1,210,370
|
|
|
1,285,011
|
|
||
Other long-term liabilities, net
|
326,425
|
|
|
294,662
|
|
||
Total liabilities
|
2,450,980
|
|
|
2,587,143
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
Mezzanine Equity
|
|
|
|
||||
Redeemable noncontrolling interests
|
24,134
|
|
|
23,526
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Bloomin’ Brands Stockholders’ Equity
|
|
|
|
||||
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of June 26, 2016 and December 27, 2015
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 475,000,000 shares authorized; 111,865,247 and 119,214,522 shares issued and outstanding as of June 26, 2016 and December 27, 2015, respectively
|
1,119
|
|
|
1,192
|
|
||
Additional paid-in capital
|
1,068,757
|
|
|
1,072,861
|
|
||
Accumulated deficit
|
(633,205
|
)
|
|
(518,360
|
)
|
||
Accumulated other comprehensive loss
|
(140,060
|
)
|
|
(147,367
|
)
|
||
Total Bloomin’ Brands stockholders’ equity
|
296,611
|
|
|
408,326
|
|
||
Noncontrolling interests
|
12,654
|
|
|
13,574
|
|
||
Total stockholders’ equity
|
309,265
|
|
|
421,900
|
|
||
Total liabilities, mezzanine equity and stockholders’ equity
|
$
|
2,784,379
|
|
|
$
|
3,032,569
|
|
|
|||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
$
|
1,072,519
|
|
|
$
|
1,092,759
|
|
|
$
|
2,230,571
|
|
|
$
|
2,287,569
|
|
Other revenues
|
6,069
|
|
|
6,838
|
|
|
12,205
|
|
|
14,087
|
|
||||
Total revenues
|
1,078,588
|
|
|
1,099,597
|
|
|
2,242,776
|
|
|
2,301,656
|
|
||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
346,811
|
|
|
357,455
|
|
|
722,099
|
|
|
744,923
|
|
||||
Labor and other related
|
309,155
|
|
|
301,039
|
|
|
631,960
|
|
|
625,025
|
|
||||
Other restaurant operating
|
250,443
|
|
|
254,281
|
|
|
504,014
|
|
|
518,319
|
|
||||
Depreciation and amortization
|
49,004
|
|
|
47,375
|
|
|
96,655
|
|
|
93,861
|
|
||||
General and administrative
|
68,566
|
|
|
75,962
|
|
|
143,591
|
|
|
149,209
|
|
||||
Provision for impaired assets and restaurant closings
|
41,276
|
|
|
900
|
|
|
44,440
|
|
|
10,033
|
|
||||
Total costs and expenses
|
1,065,255
|
|
|
1,037,012
|
|
|
2,142,759
|
|
|
2,141,370
|
|
||||
Income from operations
|
13,333
|
|
|
62,585
|
|
|
100,017
|
|
|
160,286
|
|
||||
Loss on defeasance, extinguishment and modification of debt
|
—
|
|
|
(2,638
|
)
|
|
(26,580
|
)
|
|
(2,638
|
)
|
||||
Other (expense) income, net
|
(1
|
)
|
|
57
|
|
|
(20
|
)
|
|
(1,090
|
)
|
||||
Interest expense, net
|
(10,302
|
)
|
|
(12,867
|
)
|
|
(23,177
|
)
|
|
(26,065
|
)
|
||||
Income before provision for income taxes
|
3,030
|
|
|
47,137
|
|
|
50,240
|
|
|
130,493
|
|
||||
Provision for income taxes
|
11,095
|
|
|
14,081
|
|
|
22,422
|
|
|
35,355
|
|
||||
Net (loss) income
|
(8,065
|
)
|
|
33,056
|
|
|
27,818
|
|
|
95,138
|
|
||||
Less: net income attributable to noncontrolling interests
|
1,112
|
|
|
830
|
|
|
2,520
|
|
|
2,324
|
|
||||
Net (loss) income attributable to Bloomin’ Brands
|
$
|
(9,177
|
)
|
|
$
|
32,226
|
|
|
$
|
25,298
|
|
|
$
|
92,814
|
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income
|
$
|
(8,065
|
)
|
|
$
|
33,056
|
|
|
$
|
27,818
|
|
|
$
|
95,138
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
19,965
|
|
|
(26,182
|
)
|
|
12,680
|
|
|
(51,644
|
)
|
||||
Unrealized (losses) gains on derivatives, net of tax
|
(2,187
|
)
|
|
844
|
|
|
(4,922
|
)
|
|
(3,168
|
)
|
||||
Reclassification of adjustment for loss on derivatives included in net income, net of tax
|
967
|
|
|
—
|
|
|
1,955
|
|
|
—
|
|
||||
Comprehensive income
|
10,680
|
|
|
7,718
|
|
|
37,531
|
|
|
40,326
|
|
||||
Less: comprehensive income attributable to noncontrolling interests
|
2,820
|
|
|
830
|
|
|
4,926
|
|
|
2,324
|
|
||||
Comprehensive income attributable to Bloomin’ Brands
|
$
|
7,860
|
|
|
$
|
6,888
|
|
|
$
|
32,605
|
|
|
$
|
38,002
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.08
|
)
|
|
$
|
0.26
|
|
|
$
|
0.22
|
|
|
$
|
0.75
|
|
Diluted
|
$
|
(0.08
|
)
|
|
$
|
0.26
|
|
|
$
|
0.21
|
|
|
$
|
0.73
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
113,330
|
|
|
123,046
|
|
|
115,630
|
|
|
124,174
|
|
||||
Diluted
|
113,330
|
|
|
126,242
|
|
|
118,560
|
|
|
127,501
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per common share
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|||||||||||||||||||||
|
COMMON STOCK
|
|
ADDITIONAL
PAID-IN CAPITAL |
|
ACCUM-ULATED
DEFICIT |
|
ACCUMULATED
OTHER COMPREHENSIVE LOSS |
|
NON-
CONTROLLING INTERESTS |
|
TOTAL
|
|||||||||||||||
|
SHARES
|
|
AMOUNT
|
|
|
|
|
|
||||||||||||||||||
Balance, December 27, 2015
|
119,215
|
|
|
$
|
1,192
|
|
|
$
|
1,072,861
|
|
|
$
|
(518,360
|
)
|
|
$
|
(147,367
|
)
|
|
$
|
13,574
|
|
|
$
|
421,900
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
25,298
|
|
|
—
|
|
|
2,139
|
|
|
27,437
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,307
|
|
|
(24
|
)
|
|
7,283
|
|
||||||
Cash dividends declared, $0.14 per common share
|
—
|
|
|
—
|
|
|
(16,216
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,216
|
)
|
||||||
Repurchase and retirement of common stock
|
(7,775
|
)
|
|
(78
|
)
|
|
—
|
|
|
(139,814
|
)
|
|
—
|
|
|
—
|
|
|
(139,892
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
12,854
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,854
|
|
||||||
Tax shortfall from stock-based compensation
|
—
|
|
|
—
|
|
|
(594
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(594
|
)
|
||||||
Common stock issued under stock plans, net of forfeitures and shares withheld for employee taxes
|
425
|
|
|
5
|
|
|
632
|
|
|
(329
|
)
|
|
—
|
|
|
—
|
|
|
308
|
|
||||||
Change in the redemption value of redeemable interests
|
—
|
|
|
—
|
|
|
(1,349
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,349
|
)
|
||||||
Purchase of noncontrolling interests, net of tax of $522
|
—
|
|
|
—
|
|
|
569
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|
733
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,652
|
)
|
|
(3,652
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
453
|
|
|
453
|
|
||||||
Balance, June 26, 2016
|
111,865
|
|
|
$
|
1,119
|
|
|
$
|
1,068,757
|
|
|
$
|
(633,205
|
)
|
|
$
|
(140,060
|
)
|
|
$
|
12,654
|
|
|
$
|
309,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(CONTINUED...)
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|||||||||||||||||||||
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
92,814
|
|
|
—
|
|
|
2,128
|
|
|
94,942
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,812
|
)
|
|
—
|
|
|
(54,812
|
)
|
||||||
Cash dividends declared, $0.12 per common share
|
—
|
|
|
—
|
|
|
(14,814
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,814
|
)
|
||||||
Repurchase and retirement of common stock
|
(4,129
|
)
|
|
(41
|
)
|
|
—
|
|
|
(99,959
|
)
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
|
|
|
10,215
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,215
|
|
||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
1,272
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,272
|
|
||||||
Common stock issued under stock plans, net of forfeitures and shares withheld for employee taxes
|
804
|
|
|
8
|
|
|
6,004
|
|
|
(525
|
)
|
|
—
|
|
|
—
|
|
|
5,487
|
|
||||||
Purchase of limited partnership interests, net of tax
|
—
|
|
|
—
|
|
|
(229
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,729
|
)
|
|
(2,729
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|
167
|
|
||||||
Balance, June 28, 2015
|
122,625
|
|
|
$
|
1,226
|
|
|
$
|
1,088,075
|
|
|
$
|
(482,664
|
)
|
|
$
|
(115,354
|
)
|
|
$
|
4,665
|
|
|
$
|
495,948
|
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||
Cash flows provided by operating activities:
|
|
|
|
||||
Net income
|
$
|
27,818
|
|
|
$
|
95,138
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
96,655
|
|
|
93,861
|
|
||
Amortization of deferred discounts and issuance costs
|
2,542
|
|
|
2,439
|
|
||
Amortization of deferred gift card sales commissions
|
15,832
|
|
|
15,548
|
|
||
Provision for impaired assets and restaurant closings
|
44,440
|
|
|
10,033
|
|
||
Stock-based and other non-cash compensation expense
|
11,454
|
|
|
11,810
|
|
||
Deferred income tax expense
|
3,187
|
|
|
1,931
|
|
||
Loss on defeasance, extinguishment and modification of debt
|
26,580
|
|
|
2,638
|
|
||
Excess tax benefit from stock-based compensation
|
(378
|
)
|
|
(1,272
|
)
|
||
Other non-cash items, net
|
(2,408
|
)
|
|
(1,051
|
)
|
||
Change in assets and liabilities:
|
|
|
|
|
|
||
Decrease in inventories
|
12,085
|
|
|
6,352
|
|
||
Decrease in other current assets
|
81,652
|
|
|
66,321
|
|
||
Decrease in other assets
|
4,418
|
|
|
7,291
|
|
||
Decrease in accounts payable and accrued and other current liabilities
|
(3,458
|
)
|
|
(6,505
|
)
|
||
Increase in deferred rent
|
8,377
|
|
|
13,063
|
|
||
Decrease in unearned revenue
|
(115,507
|
)
|
|
(118,257
|
)
|
||
Decrease in other long-term liabilities
|
(7,873
|
)
|
|
(1,913
|
)
|
||
Net cash provided by operating activities
|
205,416
|
|
|
197,427
|
|
||
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
||
Proceeds from disposal of property, fixtures and equipment
|
527
|
|
|
3,104
|
|
||
Proceeds from sale-leaseback transactions, net
|
160,597
|
|
|
—
|
|
||
Proceeds from sale of a business
|
—
|
|
|
7,798
|
|
||
Capital expenditures
|
(109,319
|
)
|
|
(114,251
|
)
|
||
Decrease in restricted cash
|
35,238
|
|
|
31,694
|
|
||
Increase in restricted cash
|
(12,999
|
)
|
|
(29,216
|
)
|
||
Other investments, net
|
(3,910
|
)
|
|
11,550
|
|
||
Net cash provided by (used in) investing activities
|
$
|
70,134
|
|
|
$
|
(89,321
|
)
|
|
|
|
|
||||
|
(CONTINUED...)
|
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||
Cash flows used in financing activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt, net
|
$
|
294,699
|
|
|
$
|
—
|
|
Defeasance, extinguishment and modification of debt
|
(478,906
|
)
|
|
(215,000
|
)
|
||
Repayments of long-term debt
|
(103,728
|
)
|
|
(29,419
|
)
|
||
Proceeds from borrowings on revolving credit facilities, net
|
414,000
|
|
|
396,101
|
|
||
Repayments of borrowings on revolving credit facilities
|
(233,000
|
)
|
|
(152,300
|
)
|
||
Proceeds from the exercise of share-based compensation
|
637
|
|
|
6,012
|
|
||
Distributions to noncontrolling interests
|
(3,652
|
)
|
|
(2,729
|
)
|
||
Contributions from noncontrolling interests
|
539
|
|
|
167
|
|
||
Purchase of limited partnership and noncontrolling interests
|
(8,983
|
)
|
|
(652
|
)
|
||
Repayments of partner deposits and accrued partner obligations
|
(10,018
|
)
|
|
(27,231
|
)
|
||
Repurchase of common stock
|
(140,221
|
)
|
|
(100,525
|
)
|
||
Excess tax benefit from stock-based compensation
|
378
|
|
|
1,272
|
|
||
Cash dividends paid on common stock
|
(16,216
|
)
|
|
(14,814
|
)
|
||
Net cash used in financing activities
|
(284,471
|
)
|
|
(139,118
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
853
|
|
|
(1,960
|
)
|
||
Transfers of cash and cash equivalents to assets held for sale
|
(22,195
|
)
|
|
—
|
|
||
Net decrease in cash and cash equivalents
|
(30,263
|
)
|
|
(32,972
|
)
|
||
Cash and cash equivalents as of the beginning of the period
|
132,337
|
|
|
165,744
|
|
||
Cash and cash equivalents as of the end of the period
|
$
|
102,074
|
|
|
$
|
132,772
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
23,031
|
|
|
$
|
25,730
|
|
Cash paid for income taxes, net of refunds
|
15,087
|
|
|
10,883
|
|
||
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
|
||
Change in acquisition of property, fixtures and equipment included in accounts payable or capital lease liabilities
|
$
|
15,721
|
|
|
$
|
(3,015
|
)
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Impairment losses
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
81
|
|
|
$
|
111
|
|
|
$
|
81
|
|
|
$
|
1,406
|
|
International
|
39,636
|
|
|
—
|
|
|
39,636
|
|
|
—
|
|
||||
Corporate
|
—
|
|
|
746
|
|
|
—
|
|
|
746
|
|
||||
Total impairment losses
|
$
|
39,717
|
|
|
$
|
857
|
|
|
$
|
39,717
|
|
|
$
|
2,152
|
|
Restaurant closure expenses
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
1,221
|
|
|
$
|
340
|
|
|
$
|
4,849
|
|
|
$
|
1,774
|
|
International
|
338
|
|
|
(297
|
)
|
|
(126
|
)
|
|
6,107
|
|
||||
Total restaurant closure expenses
|
$
|
1,559
|
|
|
$
|
43
|
|
|
$
|
4,723
|
|
|
$
|
7,881
|
|
Provision for impaired assets and restaurant closings
|
$
|
41,276
|
|
|
$
|
900
|
|
|
$
|
44,440
|
|
|
$
|
10,033
|
|
(dollars in thousands)
|
JUNE 26, 2016
|
||
Assets
|
|
||
Cash and cash equivalents
|
$
|
22,195
|
|
Other current assets, net
|
6,907
|
|
|
Property, fixtures and equipment, net
|
26,922
|
|
|
Goodwill
|
1,901
|
|
|
Deferred income tax assets
|
7,252
|
|
|
Other assets, net
|
20,445
|
|
|
Total assets (1)
|
85,622
|
|
|
Impairment on carrying value of assets held for sale (2)
|
(39,636
|
)
|
|
Total assets, net of impairment
|
$
|
45,986
|
|
|
|
||
Liabilities
|
|
||
Accrued and other current liabilities
|
$
|
16,201
|
|
Unearned revenue
|
2,149
|
|
|
Deferred rent
|
1,175
|
|
|
Other long-term liabilities, net
|
2,902
|
|
|
Total liabilities (1)
|
$
|
22,427
|
|
(1)
|
Certain assets and liabilities of Outback South Korea are classified as non-current in the Consolidated Balance Sheet as of
June 26, 2016
, since net proceeds from the sale will be used to make a payment on the revolving credit facility, which is classified as a non-current liability.
|
(2)
|
After considering the effect of foreign currency translation adjustments of
$20.6 million
included in Accumulated other comprehensive loss, the Company recognized an impairment charge of
$39.6 million
.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Restaurant sales
|
$
|
36,690
|
|
|
$
|
36,232
|
|
|
$
|
78,702
|
|
|
$
|
86,367
|
|
Loss before income taxes (1)
|
$
|
(38,601
|
)
|
|
$
|
(151
|
)
|
|
$
|
(34,594
|
)
|
|
$
|
(3,174
|
)
|
(1)
|
Includes impairment charges of
$39.6 million
for Assets held for sale during the
thirteen and twenty-six weeks ended June 26, 2016
.
|
|
ESTIMATED EXPENSE
(dollars in millions)
|
||||||
Lease-related liabilities, net of subleases
|
$
|
2.0
|
|
to
|
$
|
4.0
|
|
Employee severance and other obligations
|
$
|
0.3
|
|
to
|
$
|
0.9
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Property, fixtures and equipment impairments
|
|
|
|
|
|
|
|
||||||||
Domestic Restaurant Closure Initiative
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
81
|
|
|
$
|
—
|
|
Facility closure and other expenses
|
|
|
|
|
|
|
|
||||||||
Bonefish Restructuring
|
807
|
|
|
—
|
|
|
4,380
|
|
|
—
|
|
||||
International Restaurant Closure Initiative
|
338
|
|
|
(309
|
)
|
|
(124
|
)
|
|
6,095
|
|
||||
Domestic Restaurant Closure Initiative
|
—
|
|
|
—
|
|
|
—
|
|
|
1,337
|
|
||||
|
$
|
1,226
|
|
|
$
|
(309
|
)
|
|
$
|
4,337
|
|
|
$
|
7,432
|
|
DESCRIPTION
|
|
LOCATION OF CHARGE IN THE CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||||
Impairments, facility closure and other expenses
|
|
Provision for impaired assets and restaurant closings
|
|
$
|
1,226
|
|
|
$
|
(309
|
)
|
|
$
|
4,337
|
|
|
$
|
7,432
|
|
Severance and other expenses
|
|
General and administrative
|
|
26
|
|
|
246
|
|
|
624
|
|
|
1,573
|
|
||||
Reversal of deferred rent liability
|
|
Other restaurant operating
|
|
(876
|
)
|
|
—
|
|
|
(2,801
|
)
|
|
(198
|
)
|
||||
|
|
|
|
$
|
376
|
|
|
$
|
(63
|
)
|
|
$
|
2,160
|
|
|
$
|
8,807
|
|
|
TWENTY-SIX WEEKS ENDED
|
||
(dollars in thousands)
|
JUNE 26, 2016
|
||
Beginning of the period
|
$
|
5,699
|
|
Charges
|
4,863
|
|
|
Cash payments
|
(3,584
|
)
|
|
Adjustments
|
(140
|
)
|
|
End of the period (1)
|
$
|
6,838
|
|
(1)
|
As of
June 26, 2016
, the Company had exit-related accruals of
$2.2 million
recorded in Accrued and other current liabilities and
$4.6 million
recorded in Other long-term liabilities, net in the Consolidated Balance Sheet.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(in thousands, except per share data)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Net (loss) income attributable to Bloomin’ Brands
|
$
|
(9,177
|
)
|
|
$
|
32,226
|
|
|
$
|
25,298
|
|
|
$
|
92,814
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
113,330
|
|
|
123,046
|
|
|
115,630
|
|
|
124,174
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Effect of diluted securities:
|
|
|
|
|
|
|
|
||||||||
Stock options
|
—
|
|
|
3,025
|
|
|
2,719
|
|
|
3,123
|
|
||||
Nonvested restricted stock and restricted stock units
|
—
|
|
|
171
|
|
|
208
|
|
|
201
|
|
||||
Nonvested performance-based share units
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Diluted weighted average common shares outstanding
|
113,330
|
|
|
126,242
|
|
|
118,560
|
|
|
127,501
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic (loss) earnings per share
|
$
|
(0.08
|
)
|
|
$
|
0.26
|
|
|
$
|
0.22
|
|
|
$
|
0.75
|
|
Diluted (loss) earnings per share
|
$
|
(0.08
|
)
|
|
$
|
0.26
|
|
|
$
|
0.21
|
|
|
$
|
0.73
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||
(in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||
Stock options
|
8,269
|
|
|
2,899
|
|
|
4,854
|
|
|
2,510
|
|
Nonvested restricted stock and restricted stock units
|
587
|
|
|
26
|
|
|
376
|
|
|
43
|
|
Nonvested performance-based share units
|
77
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Stock options
|
$
|
3,301
|
|
|
$
|
2,552
|
|
|
$
|
6,019
|
|
|
$
|
4,979
|
|
Restricted stock and restricted stock units
|
2,518
|
|
|
1,741
|
|
|
4,562
|
|
|
3,150
|
|
||||
Performance-based share units
|
867
|
|
|
940
|
|
|
1,752
|
|
|
1,689
|
|
||||
|
$
|
6,686
|
|
|
$
|
5,233
|
|
|
$
|
12,333
|
|
|
$
|
9,818
|
|
|
TWENTY-SIX WEEKS ENDED
|
||
|
JUNE 26, 2016
|
||
Assumptions:
|
|
||
Weighted-average risk-free interest rate (1)
|
1.3
|
%
|
|
Dividend yield (2)
|
1.6
|
%
|
|
Expected term (3)
|
6.1 years
|
|
|
Weighted-average volatility (4)
|
35.2
|
%
|
|
|
|
||
Weighted-average grant date fair value per option
|
$
|
5.27
|
|
(1)
|
Risk-free interest 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.
|
|
UNRECOGNIZED
COMPENSATION EXPENSE (dollars in thousands) |
|
REMAINING WEIGHTED-AVERAGE VESTING PERIOD
(in years) |
||
Stock options
|
$
|
28,092
|
|
|
2.6
|
Restricted stock and restricted stock units
|
$
|
27,615
|
|
|
3.0
|
Performance-based share units
|
$
|
4,607
|
|
|
1.9
|
(dollars in thousands)
|
JUNE 26, 2016
|
|
DECEMBER 27, 2015
|
||||
Prepaid expenses
|
$
|
25,568
|
|
|
$
|
30,373
|
|
Accounts receivable - gift cards, net
|
23,372
|
|
|
115,926
|
|
||
Accounts receivable - vendors, net
|
9,306
|
|
|
10,310
|
|
||
Accounts receivable - franchisees, net
|
1,811
|
|
|
1,149
|
|
||
Accounts receivable - other, net
|
20,299
|
|
|
21,158
|
|
||
Other current assets, net
|
15,291
|
|
|
19,131
|
|
||
|
$
|
95,647
|
|
|
$
|
198,047
|
|
(1)
|
During the twenty-six weeks ended June 26, 2016, the Company reclassified Goodwill associated with Outback South Korea to assets held for sale. Refer to Note
2
-
Impairments, Disposals and Exit Costs
for further discussion.
|
(dollars in thousands)
|
JUNE 26, 2016
|
|
DECEMBER 27, 2015
|
||||
Company-owned life insurance
|
$
|
71,697
|
|
|
$
|
68,950
|
|
Deferred financing fees (1)
|
3,181
|
|
|
3,730
|
|
||
Liquor licenses
|
27,865
|
|
|
27,869
|
|
||
Other assets
|
23,617
|
|
|
47,322
|
|
||
|
$
|
126,360
|
|
|
$
|
147,871
|
|
(1)
|
Net of accumulated amortization of
$2.7 million
and
$2.2 million
as of
June 26, 2016
and
December 27, 2015
, respectively.
|
|
JUNE 26, 2016
|
|
DECEMBER 27, 2015
|
||||||||||
(dollars in thousands)
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||||
Term loan A (1)
|
$
|
270,000
|
|
|
2.44
|
%
|
|
$
|
277,500
|
|
|
2.26
|
%
|
Term loan A-1
|
146,250
|
|
|
2.41
|
%
|
|
150,000
|
|
|
2.34
|
%
|
||
Revolving credit facility (1)
|
613,000
|
|
|
2.43
|
%
|
|
432,000
|
|
|
2.29
|
%
|
||
Total Senior Secured Credit Facility
|
$
|
1,029,250
|
|
|
|
|
$
|
859,500
|
|
|
|
||
PRP Mortgage Loan (2)
|
$
|
212,153
|
|
|
2.91
|
%
|
|
$
|
—
|
|
|
—
|
%
|
2012 CMBS loan:
|
|
|
|
|
|
|
|
||||||
First mortgage loan (1)
|
$
|
—
|
|
|
—
|
%
|
|
$
|
289,588
|
|
|
4.13
|
%
|
First mezzanine loan
|
—
|
|
|
—
|
%
|
|
84,028
|
|
|
9.00
|
%
|
||
Second mezzanine loan
|
—
|
|
|
—
|
%
|
|
85,353
|
|
|
11.25
|
%
|
||
Total 2012 CMBS loan
|
$
|
—
|
|
|
|
|
$
|
458,969
|
|
|
|
||
Capital lease obligations
|
$
|
2,541
|
|
|
|
|
$
|
2,632
|
|
|
|
||
Other long-term debt
|
1,785
|
|
|
0.73% to 7.60%
|
|
|
2,292
|
|
|
0.73% to 7.60%
|
|
||
Less: unamortized debt discount and issuance costs
|
(7,071
|
)
|
|
|
|
(6,529
|
)
|
|
|
||||
|
$
|
1,238,658
|
|
|
|
|
$
|
1,316,864
|
|
|
|
||
Less: current portion of long-term debt, net (2)
|
(28,288
|
)
|
|
|
|
(31,853
|
)
|
|
|
||||
Long-term debt, net
|
$
|
1,210,370
|
|
|
|
|
$
|
1,285,011
|
|
|
|
(1)
|
Represents the weighted-average interest rate for the respective period.
|
(2)
|
Subsequent to
June 26, 2016
, PRP entered into an amendment to its existing PRP Mortgage Loan. See Note
18
-
Subsequent Events
for further discussion.
|
(1)
|
Refer to Note
6
-
Property, Fixtures and Equipment, Net
for discussion of the sale-leaseback transactions.
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||
Balance, beginning of period
|
$
|
23,526
|
|
|
$
|
24,733
|
|
Change in redemption value of Redeemable noncontrolling interests
|
1,349
|
|
|
—
|
|
||
Foreign currency translation attributable to Redeemable noncontrolling interests
|
2,430
|
|
|
—
|
|
||
Net income attributable to Redeemable noncontrolling interests
|
381
|
|
|
196
|
|
||
Purchase of and contributions by Redeemable noncontrolling interests
|
(3,552
|
)
|
|
(459
|
)
|
||
Balance, end of period
|
$
|
24,134
|
|
|
$
|
24,470
|
|
12
.
|
Stockholders’ Equity
|
|
NUMBER OF SHARES
(in thousands) |
|
AVERAGE REPURCHASE PRICE PER SHARE
|
|
AMOUNT
(dollars in thousands) |
|||||
Thirteen weeks ended March 27, 2016
|
4,399
|
|
|
$
|
17.05
|
|
|
$
|
75,000
|
|
Thirteen weeks ended June 26, 2016
|
3,376
|
|
|
$
|
19.22
|
|
|
64,892
|
|
|
Total common stock repurchases
|
7,775
|
|
|
$
|
17.99
|
|
|
$
|
139,892
|
|
|
DIVIDENDS
PER SHARE |
|
AMOUNT
(dollars in thousands) |
||||
Thirteen weeks ended March 27, 2016
|
$
|
0.07
|
|
|
$
|
8,238
|
|
Thirteen weeks ended June 26, 2016
|
0.07
|
|
|
7,978
|
|
||
Total cash dividends declared and paid
|
$
|
0.14
|
|
|
$
|
16,216
|
|
|
NET INCOME ATTRIBUTABLE TO BLOOMIN’ BRANDS AND TRANSFERS TO NONCONTROLLING INTERESTS
|
||
|
TWENTY-SIX WEEKS ENDED
|
||
(dollars in thousands)
|
JUNE 26, 2016
|
||
Net income attributable to Bloomin’ Brands
|
$
|
25,298
|
|
Transfers to noncontrolling interests:
|
|
||
Decrease in Bloomin’ Brands additional paid-in capital for purchase of limited partnership interests
|
(820
|
)
|
|
Change from net income attributable to Bloomin’ Brands and transfers to noncontrolling interests
|
$
|
24,478
|
|
(dollars in thousands)
|
JUNE 26, 2016
|
|
DECEMBER 27, 2015
|
||||
Foreign currency translation adjustment (1)
|
$
|
(130,902
|
)
|
|
$
|
(141,176
|
)
|
Unrealized losses on derivatives, net of tax
|
(9,158
|
)
|
|
(6,191
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(140,060
|
)
|
|
$
|
(147,367
|
)
|
(1)
|
As of June 26, 2016, the Company reclassified the assets and liabilities of Outback South Korea to held for sale. Approximately
$20.6 million
of the foreign currency translation adjustment in Accumulated other comprehensive loss as of June 26, 2016 was associated with Outback South Korea. Refer to Note
2
-
Impairments, Disposals and Exit Costs
for further discussion.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Bloomin’ Brands:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
$
|
18,257
|
|
|
$
|
(26,182
|
)
|
|
$
|
10,274
|
|
|
$
|
(51,644
|
)
|
|
|
|
|
|
|
|
|
||||||||
Unrealized (losses) gains on derivatives, net of tax (1)
|
$
|
(2,187
|
)
|
|
$
|
844
|
|
|
$
|
(4,922
|
)
|
|
$
|
(3,168
|
)
|
Reclassification of adjustment for loss on derivatives included in Net (loss) income, net of tax (2)
|
967
|
|
|
—
|
|
|
1,955
|
|
|
—
|
|
||||
Total unrealized losses on derivatives, net of tax
|
$
|
(1,220
|
)
|
|
$
|
844
|
|
|
$
|
(2,967
|
)
|
|
$
|
(3,168
|
)
|
Other comprehensive income (loss) attributable to Bloomin’ Brands
|
$
|
17,037
|
|
|
$
|
(25,338
|
)
|
|
$
|
7,307
|
|
|
$
|
(54,812
|
)
|
|
|
|
|
|
|
|
|
||||||||
Non-controlling interests:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
$
|
(30
|
)
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
Other comprehensive loss attributable to Non-controlling interests
|
$
|
(30
|
)
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable non-controlling interests:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
$
|
1,738
|
|
|
$
|
—
|
|
|
$
|
2,430
|
|
|
$
|
—
|
|
Other comprehensive income attributable to Redeemable non-controlling interests
|
$
|
1,738
|
|
|
$
|
—
|
|
|
$
|
2,430
|
|
|
$
|
—
|
|
(1)
|
Amounts attributable to Bloomin’ Brands are net of tax benefit (expense) of
$1.4 million
and
($0.5) million
for the
thirteen weeks ended June 26, 2016
and
June 28, 2015
, respectively and tax benefit of
$3.2 million
and
$2.0 million
for the
twenty-six weeks ended June 26, 2016
and
June 28, 2015
, respectively.
|
(2)
|
Amounts attributable to Bloomin’ Brands are net of tax benefit of
$0.6 million
and
$1.3 million
for the
thirteen and twenty-six weeks ended June 26, 2016
.
|
(dollars in thousands)
|
JUNE 26, 2016
|
|
DECEMBER 27, 2015
|
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
||||
Interest rate swaps - liability
|
$
|
5,709
|
|
|
$
|
5,142
|
|
|
Accrued and other current liabilities
|
Interest rate swaps - liability
|
9,311
|
|
|
5,007
|
|
|
Other long-term liabilities, net
|
||
Total fair value of derivative instruments (1)
|
$
|
15,020
|
|
|
$
|
10,149
|
|
|
|
|
|
|
|
|
|
||||
Accrued interest
|
$
|
470
|
|
|
$
|
556
|
|
|
Accrued and other current liabilities
|
(1)
|
See Note
14
-
Fair Value Measurements
for fair value discussion of the interest rate swaps.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 26, 2016
|
||||
Interest rate swap expense recognized in Interest expense, net (1)
|
$
|
(1,597
|
)
|
|
$
|
(3,211
|
)
|
Income tax benefit recognized in Provision for income taxes
|
630
|
|
|
1,256
|
|
||
Total effects of the interest rate swaps on Net (loss) income
|
$
|
(967
|
)
|
|
$
|
(1,955
|
)
|
(1)
|
During the
thirteen and twenty-six weeks ended June 26, 2016
and
June 28, 2015
, the Company did not recognize
any
gain or loss as a result of hedge ineffectiveness.
|
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
|
|
JUNE 26, 2016
|
|
DECEMBER 27, 2015
|
||||||||||||||||||||
(dollars in thousands)
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income funds
|
$
|
206
|
|
|
$
|
206
|
|
|
$
|
—
|
|
|
$
|
6,333
|
|
|
$
|
6,333
|
|
|
$
|
—
|
|
Money market funds
|
18,461
|
|
|
18,461
|
|
|
—
|
|
|
7,168
|
|
|
7,168
|
|
|
—
|
|
||||||
Restricted cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income funds
|
551
|
|
|
551
|
|
|
—
|
|
|
551
|
|
|
551
|
|
|
—
|
|
||||||
Money market funds
|
251
|
|
|
251
|
|
|
—
|
|
|
2,681
|
|
|
2,681
|
|
|
—
|
|
||||||
Other current assets, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - foreign currency forward contracts
|
606
|
|
|
—
|
|
|
606
|
|
|
59
|
|
|
—
|
|
|
59
|
|
||||||
Total asset recurring fair value measurements
|
$
|
20,075
|
|
|
$
|
19,469
|
|
|
$
|
606
|
|
|
$
|
16,792
|
|
|
$
|
16,733
|
|
|
$
|
59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued and other current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
$
|
5,709
|
|
|
$
|
—
|
|
|
$
|
5,709
|
|
|
$
|
5,142
|
|
|
$
|
—
|
|
|
$
|
5,142
|
|
Derivative instruments - commodities
|
371
|
|
|
—
|
|
|
371
|
|
|
583
|
|
|
—
|
|
|
583
|
|
||||||
Derivative instruments - foreign currency forward contracts
|
354
|
|
|
—
|
|
|
354
|
|
|
703
|
|
|
—
|
|
|
703
|
|
||||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
9,311
|
|
|
—
|
|
|
9,311
|
|
|
5,007
|
|
|
—
|
|
|
5,007
|
|
||||||
Total liability recurring fair value measurements
|
$
|
15,745
|
|
|
$
|
—
|
|
|
$
|
15,745
|
|
|
$
|
11,435
|
|
|
$
|
—
|
|
|
$
|
11,435
|
|
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, 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 June 26, 2016 and December 27, 2015, the Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
|
JUNE 26, 2016
|
|
JUNE 26, 2016
|
||||||||||||
(dollars in thousands)
|
CARRYING VALUE (1)
|
|
TOTAL
IMPAIRMENT |
|
CARRYING VALUE (1)
|
|
TOTAL
IMPAIRMENT |
||||||||
Assets held for sale
|
$
|
43,995
|
|
|
$
|
39,717
|
|
|
$
|
43,995
|
|
|
$
|
39,717
|
|
|
$
|
43,995
|
|
|
$
|
39,717
|
|
|
$
|
43,995
|
|
|
$
|
39,717
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
|
JUNE 28, 2015
|
|
JUNE 28, 2015
|
||||||||||||
(dollars in thousands)
|
CARRYING VALUE (2)
|
|
TOTAL
IMPAIRMENT |
|
CARRYING VALUE (2)
|
|
TOTAL
IMPAIRMENT |
||||||||
Assets held for sale
|
$
|
3,353
|
|
|
$
|
857
|
|
|
$
|
3,353
|
|
|
$
|
1,028
|
|
Property, fixtures and equipment
|
—
|
|
|
—
|
|
|
950
|
|
|
1,124
|
|
||||
|
$
|
3,353
|
|
|
$
|
857
|
|
|
$
|
4,303
|
|
|
$
|
2,152
|
|
(1)
|
Carrying value approximates fair value with all assets measured using Level 2 inputs for the
thirteen and twenty-six weeks ended June 26, 2016
. Executed sale contracts (Level 2) were used to estimate the fair value. Refer to Note
2
-
Impairments, Disposals and Exit Costs
for discussion of impairment related to Outback South Korea.
|
(2)
|
Carrying value approximates fair value with all assets measured using Level 2 inputs for the
thirteen and twenty-six weeks ended June 28, 2015
. A third-party market appraisal (Level 2) and a purchase contract (Level 2) were used to estimate the fair value.
|
|
JUNE 26, 2016
|
|
DECEMBER 27, 2015
|
||||||||||||||||||||
|
|
|
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
|
$
|
270,000
|
|
|
$
|
268,988
|
|
|
$
|
—
|
|
|
$
|
277,500
|
|
|
$
|
276,459
|
|
|
$
|
—
|
|
Term loan A-1
|
146,250
|
|
|
145,702
|
|
|
—
|
|
|
150,000
|
|
|
149,438
|
|
|
—
|
|
||||||
Revolving credit facility
|
613,000
|
|
|
609,169
|
|
|
—
|
|
|
432,000
|
|
|
429,300
|
|
|
—
|
|
||||||
PRP Mortgage Loan
|
212,153
|
|
|
—
|
|
|
212,153
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2012 CMBS loan:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage loan
|
—
|
|
|
—
|
|
|
—
|
|
|
289,588
|
|
|
—
|
|
|
293,222
|
|
||||||
First mezzanine loan
|
—
|
|
|
—
|
|
|
—
|
|
|
84,028
|
|
|
—
|
|
|
83,608
|
|
||||||
Second mezzanine loan
|
—
|
|
|
—
|
|
|
—
|
|
|
85,353
|
|
|
—
|
|
|
85,780
|
|
||||||
Other notes payable
|
429
|
|
|
—
|
|
|
421
|
|
|
931
|
|
|
—
|
|
|
918
|
|
DEBT FACILITY
|
|
METHODS AND ASSUMPTIONS
|
Senior Secured Credit Facility
|
|
Quoted market prices in inactive markets.
|
PRP Mortgage Loan
|
|
Assumptions derived from current conditions in the real estate and credit markets, changes in the underlying collateral and expectations of management.
|
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.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Income before provision for income taxes
|
$
|
3,030
|
|
|
$
|
47,137
|
|
|
$
|
50,240
|
|
|
$
|
130,493
|
|
Provision for income taxes
|
$
|
11,095
|
|
|
$
|
14,081
|
|
|
$
|
22,422
|
|
|
$
|
35,355
|
|
Effective income tax rate
|
366.2
|
%
|
|
29.9
|
%
|
|
44.6
|
%
|
|
27.1
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Legal settlements
|
$
|
936
|
|
|
$
|
(95
|
)
|
|
$
|
1,247
|
|
|
$
|
132
|
|
(1)
|
Includes international franchise locations.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Total revenues
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
958,981
|
|
|
$
|
982,978
|
|
|
$
|
2,002,760
|
|
|
$
|
2,044,992
|
|
International
|
119,607
|
|
|
116,619
|
|
|
240,016
|
|
|
256,664
|
|
||||
Total revenues
|
$
|
1,078,588
|
|
|
$
|
1,099,597
|
|
|
$
|
2,242,776
|
|
|
$
|
2,301,656
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Segment income (loss) from operations
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
89,010
|
|
|
$
|
96,192
|
|
|
$
|
206,849
|
|
|
$
|
224,460
|
|
International
|
(34,573
|
)
|
|
5,727
|
|
|
(23,224
|
)
|
|
14,606
|
|
||||
Total segment income from operations
|
54,437
|
|
|
101,919
|
|
|
183,625
|
|
|
239,066
|
|
||||
Unallocated corporate operating expense
|
(41,104
|
)
|
|
(39,334
|
)
|
|
(83,608
|
)
|
|
(78,780
|
)
|
||||
Total income from operations
|
13,333
|
|
|
62,585
|
|
|
100,017
|
|
|
160,286
|
|
||||
Loss on defeasance, extinguishment and modification of debt
|
—
|
|
|
(2,638
|
)
|
|
(26,580
|
)
|
|
(2,638
|
)
|
||||
Other expense, net
|
(1
|
)
|
|
57
|
|
|
(20
|
)
|
|
(1,090
|
)
|
||||
Interest expense, net
|
(10,302
|
)
|
|
(12,867
|
)
|
|
(23,177
|
)
|
|
(26,065
|
)
|
||||
Income before provision for income taxes
|
$
|
3,030
|
|
|
$
|
47,137
|
|
|
$
|
50,240
|
|
|
$
|
130,493
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
38,960
|
|
|
$
|
37,670
|
|
|
$
|
77,162
|
|
|
$
|
74,385
|
|
International
|
6,954
|
|
|
6,690
|
|
|
13,501
|
|
|
13,526
|
|
||||
Corporate
|
3,090
|
|
|
3,015
|
|
|
5,992
|
|
|
5,950
|
|
||||
Total depreciation and amortization
|
$
|
49,004
|
|
|
$
|
47,375
|
|
|
$
|
96,655
|
|
|
$
|
93,861
|
|
PAYMENT DATE
|
|
INITIAL MATURITY
|
|
EXTENSION
|
||||
February 28, 2017
|
|
$
|
38,813
|
|
|
$
|
38,813
|
|
August 31, 2017
|
|
59,943
|
|
|
59,943
|
|
||
February 11, 2018
|
|
160,000
|
|
|
50,000
|
|
||
August 31, 2018
|
|
—
|
|
|
50,000
|
|
||
February 11, 2019
|
|
—
|
|
|
60,000
|
|
||
|
|
$
|
258,756
|
|
|
$
|
258,756
|
|
(i)
|
Our ability to preserve and grow the reputation and value of our brands;
|
(ii)
|
Economic conditions and their effects on consumer confidence and discretionary spending, consumer traffic, the cost and availability of credit and interest rates;
|
(iii)
|
Our ability to compete in the highly competitive restaurant industry with many well-established competitors and new market entrants;
|
(iv)
|
Consumer reactions to public health and food safety issues;
|
(v)
|
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;
|
(vi)
|
Minimum wage increases and additional mandated employee benefits;
|
(vii)
|
Fluctuations in the price and availability of commodities;
|
(viii)
|
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;
|
(ix)
|
Our ability to protect our information technology systems from interruption or security breach and to protect consumer data and personal employee information;
|
(x)
|
The effects of international economic, political and social conditions and legal systems on our foreign operations and on foreign currency exchange rates;
|
(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 newly 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;
|
(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; and
|
(xvi)
|
Such other factors as discussed in Part I, Item IA. Risk Factors of our Annual Report on Form 10-K for the year ended December 27, 2015.
|
•
|
A decrease in total revenues of
1.9%
to
$1.1 billion
in the
second quarter of 2016
, as compared to the
second quarter of 2015
, was primarily due to: (i) a
2.3%
decrease in U.S. comparable restaurant sales, primarily due to a decline in customer traffic, (ii) the effect of foreign currency translation, due to the depreciation of the Brazil Real, and (iii) the closing of
23
restaurants since
March 29, 2015
. The
decrease
in restaurant sales was partially offset by the opening of
67
new restaurants not included in our comparable restaurant sales base.
|
•
|
Income from operations of
$13.3 million
in the
second quarter of 2016
, as compared to income from operations of
$62.6 million
in the
second quarter of 2015
, decreased primarily due to impairment charges related to the sale of Outback South Korea and lower operating margin at the restaurant-level, partially offset by lower general and administrative expense.
|
•
|
Average restaurant unit volumes
—average sales per restaurant to measure changes in customer 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 and franchise restaurants, regardless of ownership, to interpret the overall health of our brands;
|
•
|
Adjusted restaurant-level operating margin, Adjusted income from operations, Adjusted net income and Adjusted diluted earnings per share
—non-GAAP financial measures utilized to evaluate our operating performance, and for which definitions, usefulness and reconciliations are described in more detail in the “Non-GAAP Financial Measures” section below; and
|
•
|
Customer satisfaction scores
—measurement of our customers’ experiences in a variety of key attributes.
|
Number of restaurants (at end of the period):
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||
U.S.
|
|
|
|
||
Outback Steakhouse
|
|
|
|
||
Company-owned
|
650
|
|
|
649
|
|
Franchised
|
105
|
|
|
105
|
|
Total
|
755
|
|
|
754
|
|
Carrabba’s Italian Grill
|
|
|
|
||
Company-owned
|
244
|
|
|
244
|
|
Franchised
|
3
|
|
|
2
|
|
Total
|
247
|
|
|
246
|
|
Bonefish Grill
|
|
|
|
||
Company-owned
|
204
|
|
|
207
|
|
Franchised
|
6
|
|
|
5
|
|
Total
|
210
|
|
|
212
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
|
|
||
Company-owned
|
66
|
|
|
66
|
|
International
|
|
|
|
||
Company-owned
|
|
|
|
||
Outback Steakhouse - Brazil (1)
|
78
|
|
|
69
|
|
Outback Steakhouse - South Korea (2)
|
74
|
|
|
76
|
|
Other
|
19
|
|
|
12
|
|
Franchised
|
52
|
|
|
57
|
|
Total
|
223
|
|
|
214
|
|
System-wide total
|
1,501
|
|
|
1,492
|
|
(1)
|
The restaurant counts for Brazil are reported as of May 31, 2016 and 2015, respectively, to correspond with the balance sheet dates of this subsidiary.
|
(2)
|
Subsequent to June 26, 2016, we entered into an agreement to sell our restaurant locations in South Korea, converting all restaurants in that market to franchised locations.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||
Revenues
|
|
|
|
|
|
|
|
|
|||
Restaurant sales
|
99.4
|
%
|
|
99.4
|
%
|
|
99.5
|
%
|
|
99.4
|
%
|
Other revenues
|
0.6
|
|
|
0.6
|
|
|
0.5
|
|
|
0.6
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (1)
|
32.3
|
|
|
32.7
|
|
|
32.4
|
|
|
32.6
|
|
Labor and other related (1)
|
28.8
|
|
|
27.5
|
|
|
28.3
|
|
|
27.3
|
|
Other restaurant operating (1)
|
23.4
|
|
|
23.3
|
|
|
22.6
|
|
|
22.7
|
|
Depreciation and amortization
|
4.5
|
|
|
4.3
|
|
|
4.3
|
|
|
4.1
|
|
General and administrative
|
6.4
|
|
|
6.9
|
|
|
6.4
|
|
|
6.5
|
|
Provision for impaired assets and restaurant closings
|
3.8
|
|
|
0.1
|
|
|
2.0
|
|
|
0.4
|
|
Total costs and expenses
|
98.8
|
|
|
94.3
|
|
|
95.5
|
|
|
93.0
|
|
Income from operations
|
1.2
|
|
|
5.7
|
|
|
4.5
|
|
|
7.0
|
|
Loss on defeasance, extinguishment and modification of debt
|
—
|
|
|
(0.2
|
)
|
|
(1.2
|
)
|
|
(0.1
|
)
|
Other (expense) income, net
|
(*)
|
|
|
*
|
|
|
(*)
|
|
|
(*)
|
|
Interest expense, net
|
(0.9
|
)
|
|
(1.2
|
)
|
|
(1.1
|
)
|
|
(1.2
|
)
|
Income before provision for income taxes
|
0.3
|
|
|
4.3
|
|
|
2.2
|
|
|
5.7
|
|
Provision for income taxes
|
1.0
|
|
|
1.3
|
|
|
1.0
|
|
|
1.6
|
|
Net (loss) income
|
(0.7
|
)
|
|
3.0
|
|
|
1.2
|
|
|
4.1
|
|
Less: net income attributable to noncontrolling interests
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
Net (loss) income attributable to Bloomin’ Brands
|
(0.9
|
)%
|
|
2.9
|
%
|
|
1.1
|
%
|
|
4.0
|
%
|
(1)
|
As a percentage of Restaurant sales.
|
*
|
Less than 1/10
th
of one percent of Total revenues.
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
For the period ending June 28, 2015
|
$
|
1,092.8
|
|
|
$
|
2,287.6
|
|
Change from:
|
|
|
|
||||
Comparable restaurant sales
|
(16.7
|
)
|
|
(28.2
|
)
|
||
Effect of foreign currency translation
|
(14.3
|
)
|
|
(50.6
|
)
|
||
Restaurant closings
|
(12.5
|
)
|
|
(25.2
|
)
|
||
Divestiture of Roy’s
|
—
|
|
|
(5.7
|
)
|
||
Restaurant openings
|
23.2
|
|
|
52.7
|
|
||
For the period ending June 26, 2016
|
$
|
1,072.5
|
|
|
$
|
2,230.6
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||
Year over year percentage change:
|
|
|
|
|
|
|
|
||||
Comparable restaurant sales (stores open 18 months or more) (1):
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
|
|
|
|
|
|
||||
Outback Steakhouse
|
(2.5
|
)%
|
|
4.0
|
%
|
|
(1.9
|
)%
|
|
4.5
|
%
|
Carrabba’s Italian Grill
|
(4.8
|
)%
|
|
0.9
|
%
|
|
(3.3
|
)%
|
|
1.4
|
%
|
Bonefish Grill
|
0.9
|
%
|
|
(4.6
|
)%
|
|
(1.0
|
)%
|
|
(1.7
|
)%
|
Fleming’s Prime Steakhouse & Wine Bar
|
(0.8
|
)%
|
|
3.2
|
%
|
|
0.3
|
%
|
|
3.1
|
%
|
Combined U.S.
|
(2.3
|
)%
|
|
2.0
|
%
|
|
(1.9
|
)%
|
|
2.9
|
%
|
International
|
|
|
|
|
|
|
|
||||
Outback Steakhouse - Brazil (2)
|
3.9
|
%
|
|
3.4
|
%
|
|
6.4
|
%
|
|
4.8
|
%
|
Outback Steakhouse - South Korea
|
10.8
|
%
|
|
(11.8
|
)%
|
|
1.4
|
%
|
|
(7.0
|
)%
|
|
|
|
|
|
|
|
|
||||
Traffic:
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
|
|
|
|
|
|
||||
Outback Steakhouse
|
(5.9
|
)%
|
|
(0.8
|
)%
|
|
(4.4
|
)%
|
|
(0.1
|
)%
|
Carrabba’s Italian Grill
|
(4.8
|
)%
|
|
1.4
|
%
|
|
(1.6
|
)%
|
|
2.4
|
%
|
Bonefish Grill
|
(2.8
|
)%
|
|
(7.8
|
)%
|
|
(4.0
|
)%
|
|
(4.8
|
)%
|
Fleming’s Prime Steakhouse & Wine Bar
|
(3.7
|
)%
|
|
3.1
|
%
|
|
(1.2
|
)%
|
|
1.9
|
%
|
Combined U.S.
|
(5.2
|
)%
|
|
(1.1
|
)%
|
|
(3.7
|
)%
|
|
(0.2
|
)%
|
International
|
|
|
|
|
|
|
|
||||
Outback Steakhouse - Brazil
|
(1.5
|
)%
|
|
(0.7
|
)%
|
|
(0.4
|
)%
|
|
0.3
|
%
|
Outback Steakhouse - South Korea
|
20.7
|
%
|
|
(12.6
|
)%
|
|
6.8
|
%
|
|
(8.3
|
)%
|
|
|
|
|
|
|
|
|
||||
Average check per person increases (decreases) (3):
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
|
|
|
|
|
||||
Outback Steakhouse
|
3.4
|
%
|
|
4.8
|
%
|
|
2.5
|
%
|
|
4.6
|
%
|
Carrabba’s Italian Grill
|
—
|
%
|
|
(0.5
|
)%
|
|
(1.7
|
)%
|
|
(1.0
|
)%
|
Bonefish Grill
|
3.7
|
%
|
|
3.2
|
%
|
|
3.0
|
%
|
|
3.1
|
%
|
Fleming’s Prime Steakhouse & Wine Bar
|
2.9
|
%
|
|
0.1
|
%
|
|
1.5
|
%
|
|
1.2
|
%
|
Combined U.S.
|
2.9
|
%
|
|
3.1
|
%
|
|
1.8
|
%
|
|
3.1
|
%
|
International
|
|
|
|
|
|
|
|
||||
Outback Steakhouse - Brazil
|
6.3
|
%
|
|
4.5
|
%
|
|
6.7
|
%
|
|
4.6
|
%
|
Outback Steakhouse - South Korea
|
(9.9
|
)%
|
|
0.8
|
%
|
|
(5.4
|
)%
|
|
1.3
|
%
|
(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)
|
Includes the trading day impact from calendar period reporting of (0.9%) and (0.4%) for the thirteen weeks ended June 26, 2016 and June 28, 2015, respectively and 0.1% and (0.1%) for the twenty-six weeks ended June 26, 2016 and June 28, 2015, respectively.
|
(3)
|
Average check per person increases (decreases) includes the impact of menu pricing changes, product mix and discounts.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Average restaurant unit volumes (weekly):
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
$
|
65,158
|
|
|
$
|
66,794
|
|
|
$
|
67,978
|
|
|
$
|
69,218
|
|
Carrabba’s Italian Grill
|
$
|
55,396
|
|
|
$
|
58,462
|
|
|
$
|
58,267
|
|
|
$
|
60,684
|
|
Bonefish Grill
|
$
|
60,136
|
|
|
$
|
59,389
|
|
|
$
|
61,462
|
|
|
$
|
62,034
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
$
|
80,432
|
|
|
$
|
81,015
|
|
|
$
|
85,171
|
|
|
$
|
84,940
|
|
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse - Brazil (1)
|
$
|
68,534
|
|
|
$
|
80,312
|
|
|
$
|
68,289
|
|
|
$
|
88,789
|
|
Outback Steakhouse - South Korea (2)
|
$
|
38,500
|
|
|
$
|
36,961
|
|
|
$
|
41,000
|
|
|
$
|
43,454
|
|
Operating weeks:
|
|
|
|
|
|
|
|
|
|||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
8,440
|
|
|
8,437
|
|
|
16,884
|
|
|
16,870
|
|
||||
Carrabba’s Italian Grill
|
3,172
|
|
|
3,172
|
|
|
6,344
|
|
|
6,334
|
|
||||
Bonefish Grill
|
2,653
|
|
|
2,668
|
|
|
5,362
|
|
|
5,305
|
|
||||
Fleming’s Prime Steakhouse & Wine Bar
|
858
|
|
|
858
|
|
|
1,716
|
|
|
1,716
|
|
||||
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse - Brazil
|
1,008
|
|
|
869
|
|
|
1,984
|
|
|
1,692
|
|
||||
Outback Steakhouse - South Korea
|
953
|
|
|
981
|
|
|
1,920
|
|
|
1,988
|
|
(1)
|
Translated at an average exchange rate of
3.59
and
3.08
for the
thirteen weeks ended June 26, 2016
and
June 28, 2015
, respectively, and
3.77
and
2.87
for the
twenty-six weeks ended June 26, 2016
and
June 28, 2015
, respectively.
|
(2)
|
Translated at an average exchange rate of
1,164.12
and
1,095.41
for the
thirteen weeks ended June 26, 2016
and
June 28, 2015
, respectively, and
1,184.00
and
1,097.61
for the
twenty-six weeks ended June 26, 2016
and
June 28, 2015
, respectively.
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||
(dollars in millions)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
||||||||||
Cost of sales
|
$
|
346.8
|
|
|
$
|
357.5
|
|
|
|
|
$
|
722.1
|
|
|
$
|
744.9
|
|
|
|
||
% of Restaurant sales
|
32.3
|
%
|
|
32.7
|
%
|
|
(0.4
|
)%
|
|
32.4
|
%
|
|
32.6
|
%
|
|
(0.2
|
)%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||
(dollars in millions)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
||||||||||
Labor and other related
|
$
|
309.2
|
|
|
$
|
301.0
|
|
|
|
|
$
|
632.0
|
|
|
$
|
625.0
|
|
|
|
||
% of Restaurant sales
|
28.8
|
%
|
|
27.5
|
%
|
|
1.3
|
%
|
|
28.3
|
%
|
|
27.3
|
%
|
|
1.0
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||
(dollars in millions)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
||||||||||
Other restaurant operating
|
$
|
250.4
|
|
|
$
|
254.3
|
|
|
|
|
$
|
504.0
|
|
|
$
|
518.3
|
|
|
|
||
% of Restaurant sales
|
23.4
|
%
|
|
23.3
|
%
|
|
0.1
|
%
|
|
22.6
|
%
|
|
22.7
|
%
|
|
(0.1
|
)%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||
(dollars in millions)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
||||||||||
Depreciation and amortization
|
$
|
49.0
|
|
|
$
|
47.4
|
|
|
|
|
$
|
96.7
|
|
|
$
|
93.9
|
|
|
|
|
|
% of Total revenues
|
4.5
|
%
|
|
4.3
|
%
|
|
0.2
|
%
|
|
4.3
|
%
|
|
4.1
|
%
|
|
0.2
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
(dollars in millions)
|
JUNE 26, 2016
|
|
JUNE 26, 2016
|
||||
For the period ended June 28, 2015
|
$
|
76.0
|
|
|
$
|
149.2
|
|
Change from:
|
|
|
|
||||
Conference expense (1)
|
(4.1
|
)
|
|
—
|
|
||
Life insurance and deferred compensation (2)
|
(3.3
|
)
|
|
(4.7
|
)
|
||
Foreign currency exchange (3)
|
(1.7
|
)
|
|
(4.1
|
)
|
||
Legal and professional fees
|
(1.1
|
)
|
|
(3.1
|
)
|
||
Employee stock-based compensation
|
1.3
|
|
|
2.1
|
|
||
Severance
|
1.1
|
|
|
1.3
|
|
||
Incentive compensation
|
0.7
|
|
|
1.3
|
|
||
Other
|
(0.3
|
)
|
|
1.6
|
|
||
For the period ended June 26, 2016
|
$
|
68.6
|
|
|
$
|
143.6
|
|
(1)
|
Conference expense was lower due to the timing of our annual managing partner conference.
|
(2)
|
Life insurance and deferred compensation decreased primarily due to the acquisition of a managing partner’s interests in certain Outback Steakhouse restaurants
|
(3)
|
Foreign exchange primarily includes the depreciation of the Brazil Real.
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
||||||||||||
Provision for impaired assets and restaurant closings
|
$
|
41.3
|
|
|
$
|
0.9
|
|
|
$
|
40.4
|
|
|
$
|
44.4
|
|
|
$
|
10.0
|
|
|
$
|
34.4
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in millions)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Property, fixtures and equipment impairments
|
|
|
|
|
|
|
|
||||||||
Domestic Restaurant Closure Initiative
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Facility closure and other expenses
|
|
|
|
|
|
|
|
||||||||
Bonefish Restructuring
|
0.8
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
||||
International Restaurant Closure Initiative
|
0.3
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
6.1
|
|
||||
Domestic Restaurant Closure Initiative
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
||||||||||||
Income from operations
|
$
|
13.3
|
|
|
$
|
62.6
|
|
|
$
|
(49.3
|
)
|
|
$
|
100.0
|
|
|
$
|
160.3
|
|
|
$
|
(60.3
|
)
|
% of Total revenues
|
1.2
|
%
|
|
5.7
|
%
|
|
(4.5
|
)%
|
|
4.5
|
%
|
|
7.0
|
%
|
|
(2.5
|
)%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
||||||||||||
Interest expense, net
|
$
|
10.3
|
|
|
$
|
12.9
|
|
|
$
|
(2.6
|
)
|
|
$
|
23.2
|
|
|
$
|
26.1
|
|
|
$
|
(2.9
|
)
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
Change
|
||||||
Effective income tax rate
|
366.2
|
%
|
|
29.9
|
%
|
|
336.3
|
%
|
|
44.6
|
%
|
|
27.1
|
%
|
|
17.5
|
%
|
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.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Segment income (loss) from operations
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
89,010
|
|
|
$
|
96,192
|
|
|
$
|
206,849
|
|
|
$
|
224,460
|
|
International
|
(34,573
|
)
|
|
5,727
|
|
|
(23,224
|
)
|
|
14,606
|
|
||||
Total segment income from operations
|
54,437
|
|
|
101,919
|
|
|
183,625
|
|
|
239,066
|
|
||||
Unallocated corporate operating expense
|
(41,104
|
)
|
|
(39,334
|
)
|
|
(83,608
|
)
|
|
(78,780
|
)
|
||||
Total income from operations
|
13,333
|
|
|
62,585
|
|
|
100,017
|
|
|
160,286
|
|
||||
Loss on defeasance, extinguishment and modification of debt
|
—
|
|
|
(2,638
|
)
|
|
(26,580
|
)
|
|
(2,638
|
)
|
||||
Other expense, net
|
(1
|
)
|
|
57
|
|
|
(20
|
)
|
|
(1,090
|
)
|
||||
Interest expense, net
|
(10,302
|
)
|
|
(12,867
|
)
|
|
(23,177
|
)
|
|
(26,065
|
)
|
||||
Income before provision for income taxes
|
$
|
3,030
|
|
|
$
|
47,137
|
|
|
$
|
50,240
|
|
|
$
|
130,493
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
$
|
953,992
|
|
|
$
|
977,260
|
|
|
$
|
1,992,741
|
|
|
$
|
2,033,364
|
|
Other revenues
|
4,989
|
|
|
5,718
|
|
|
10,019
|
|
|
11,628
|
|
||||
Total revenues
|
$
|
958,981
|
|
|
$
|
982,978
|
|
|
$
|
2,002,760
|
|
|
$
|
2,044,992
|
|
Restaurant-level operating margin
|
15.5
|
%
|
|
15.9
|
%
|
|
16.5
|
%
|
|
17.0
|
%
|
||||
Income from operations
|
89,010
|
|
|
96,192
|
|
|
$
|
206,849
|
|
|
$
|
224,460
|
|
||
Operating income margin
|
9.3
|
%
|
|
9.8
|
%
|
|
10.3
|
%
|
|
11.0
|
%
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
For the period ending June 28, 2015
|
$
|
977.3
|
|
|
$
|
2,033.4
|
|
Change from:
|
|
|
|
||||
Comparable restaurant sales
|
(21.9
|
)
|
|
(36.8
|
)
|
||
Restaurant closings
|
(7.0
|
)
|
|
(12.4
|
)
|
||
Divestiture of Roy’s
|
—
|
|
|
(5.7
|
)
|
||
Restaurant openings
|
5.6
|
|
|
14.3
|
|
||
For the period ending June 26, 2016
|
$
|
954.0
|
|
|
$
|
1,992.8
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
$
|
118,527
|
|
|
$
|
115,499
|
|
|
$
|
237,830
|
|
|
$
|
254,205
|
|
Other revenues
|
1,080
|
|
|
1,120
|
|
|
2,186
|
|
|
2,459
|
|
||||
Total revenues
|
$
|
119,607
|
|
|
$
|
116,619
|
|
|
$
|
240,016
|
|
|
$
|
256,664
|
|
Restaurant-level operating margin
|
16.2
|
%
|
|
16.8
|
%
|
|
17.8
|
%
|
|
19.5
|
%
|
||||
(Loss) income from operations
|
$
|
(34,573
|
)
|
|
$
|
5,727
|
|
|
$
|
(23,224
|
)
|
|
$
|
14,606
|
|
Operating (loss) income margin
|
(28.9
|
)%
|
|
4.9
|
%
|
|
(9.7
|
)%
|
|
5.7
|
%
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
For the period ending June 28, 2015
|
$
|
115.5
|
|
|
$
|
254.2
|
|
Change from:
|
|
|
|
||||
Restaurant openings
|
17.6
|
|
|
38.4
|
|
||
Comparable restaurant sales
|
5.2
|
|
|
8.6
|
|
||
Effect of foreign currency translation
|
(14.3
|
)
|
|
(50.6
|
)
|
||
Restaurant closings
|
(5.5
|
)
|
|
(12.8
|
)
|
||
For the period ending June 26, 2016
|
$
|
118.5
|
|
|
$
|
237.8
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
COMPANY-OWNED RESTAURANT SALES (dollars in millions)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
$
|
550
|
|
|
$
|
563
|
|
|
$
|
1,148
|
|
|
$
|
1,167
|
|
Carrabba’s Italian Grill
|
176
|
|
|
185
|
|
|
370
|
|
|
384
|
|
||||
Bonefish Grill
|
159
|
|
|
158
|
|
|
329
|
|
|
329
|
|
||||
Fleming’s Prime Steakhouse & Wine Bar
|
69
|
|
|
70
|
|
|
146
|
|
|
146
|
|
||||
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
7
|
|
||||
Total
|
$
|
954
|
|
|
$
|
977
|
|
|
$
|
1,993
|
|
|
$
|
2,033
|
|
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse-Brazil
|
$
|
69
|
|
|
$
|
70
|
|
|
$
|
135
|
|
|
$
|
151
|
|
Outback Steakhouse-South Korea
|
37
|
|
|
36
|
|
|
79
|
|
|
86
|
|
||||
Other
|
13
|
|
|
10
|
|
|
24
|
|
|
18
|
|
||||
Total
|
$
|
119
|
|
|
$
|
116
|
|
|
$
|
238
|
|
|
$
|
255
|
|
Total Company-owned restaurant sales
|
$
|
1,073
|
|
|
$
|
1,093
|
|
|
$
|
2,231
|
|
|
$
|
2,288
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
FRANCHISE SALES (dollars in millions) (1)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Outback Steakhouse
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
83
|
|
|
$
|
86
|
|
|
$
|
175
|
|
|
$
|
174
|
|
International
|
28
|
|
|
29
|
|
|
56
|
|
|
58
|
|
||||
Total
|
111
|
|
|
115
|
|
|
231
|
|
|
232
|
|
||||
Carrabba’s Italian Grill
|
3
|
|
|
2
|
|
|
6
|
|
|
3
|
|
||||
Bonefish Grill
|
4
|
|
|
3
|
|
|
7
|
|
|
6
|
|
||||
Total franchise sales (1)
|
$
|
118
|
|
|
$
|
120
|
|
|
$
|
244
|
|
|
$
|
241
|
|
Income from franchise sales (2)
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
9
|
|
(1)
|
Franchise sales are not included in Total revenues in the
Consolidated Statements of Operations and Comprehensive Income
.
|
(2)
|
Represents the franchise royalty and the portion of total income related to restaurant operations included in the
Consolidated Statements of Operations and Comprehensive Income
in Other revenues.
|
|
THIRTEEN WEEKS ENDED
|
||||||||||
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
|
U.S. GAAP
|
|
ADJUSTED (1)
|
|
U.S. GAAP
|
|
ADJUSTED (3)
|
||||
Restaurant sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
32.3
|
%
|
|
32.3
|
%
|
|
32.7
|
%
|
|
32.7
|
%
|
Labor and other related
|
28.8
|
%
|
|
28.8
|
%
|
|
27.5
|
%
|
|
27.8
|
%
|
Other restaurant operating
|
23.4
|
%
|
|
23.3
|
%
|
|
23.3
|
%
|
|
23.3
|
%
|
|
|
|
|
|
|
|
|
||||
Restaurant-level operating margin
|
15.5
|
%
|
|
15.5
|
%
|
|
16.5
|
%
|
|
16.2
|
%
|
|
|
|
|
|
|
|
|
||||
|
TWENTY-SIX WEEKS ENDED
|
||||||||||
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
|
U.S. GAAP
|
|
ADJUSTED (2)
|
|
U.S. GAAP
|
|
ADJUSTED (3)
|
||||
Restaurant sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
32.4
|
%
|
|
32.4
|
%
|
|
32.6
|
%
|
|
32.6
|
%
|
Labor and other related
|
28.3
|
%
|
|
28.3
|
%
|
|
27.3
|
%
|
|
27.4
|
%
|
Other restaurant operating
|
22.6
|
%
|
|
22.7
|
%
|
|
22.7
|
%
|
|
22.7
|
%
|
|
|
|
|
|
|
|
|
||||
Restaurant-level operating margin
|
16.7
|
%
|
|
16.6
|
%
|
|
17.5
|
%
|
|
17.3
|
%
|
(1)
|
Includes adjustments, primarily for a loss of $0.3 million on the sale of certain properties related to our sale lease-back initiative, recorded in Other restaurant operating for the thirteen and twenty-six weeks ended June 26, 2016.
|
(2)
|
Includes adjustments, primarily for the write-off of $1.9 million of deferred rent liabilities associated with the Bonefish Restructuring recorded in Other restaurant operating for the twenty-six weeks ended June 26, 2016.
|
(3)
|
Includes a $2.7 million adjustment for payroll tax audit contingencies, which was recorded in Labor and other related for the thirteen and twenty-six weeks ended June 28, 2015.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(in thousands, except per share data)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||||||
Income from operations
|
$
|
13,333
|
|
|
$
|
62,585
|
|
|
$
|
100,017
|
|
|
$
|
160,286
|
|
Operating income margin
|
1.2
|
%
|
|
5.7
|
%
|
|
4.5
|
%
|
|
7.0
|
%
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Asset impairments and related costs (1)
|
39,677
|
|
|
746
|
|
|
40,023
|
|
|
746
|
|
||||
Restaurant relocations, remodels and related costs (2)
|
1,124
|
|
|
122
|
|
|
1,764
|
|
|
1,291
|
|
||||
Purchased intangibles amortization (3)
|
949
|
|
|
1,123
|
|
|
1,809
|
|
|
2,406
|
|
||||
Severance (4)
|
737
|
|
|
—
|
|
|
1,872
|
|
|
—
|
|
||||
Restaurant impairments and closing costs (5)
|
335
|
|
|
(63
|
)
|
|
2,120
|
|
|
8,807
|
|
||||
Transaction-related expenses (6)
|
242
|
|
|
40
|
|
|
814
|
|
|
315
|
|
||||
Payroll tax audit contingency (7)
|
—
|
|
|
(2,671
|
)
|
|
—
|
|
|
(2,671
|
)
|
||||
Amortization of deferred gains from sale-leaseback transactions (8)
|
(348
|
)
|
|
—
|
|
|
(348
|
)
|
|
—
|
|
||||
Total income from operations adjustments
|
42,716
|
|
|
(703
|
)
|
|
48,054
|
|
|
10,894
|
|
||||
Adjusted income from operations
|
$
|
56,049
|
|
|
$
|
61,882
|
|
|
$
|
148,071
|
|
|
$
|
171,180
|
|
Adjusted operating income margin
|
5.2
|
%
|
|
5.6
|
%
|
|
6.6
|
%
|
|
7.4
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to Bloomin’ Brands
|
$
|
(9,177
|
)
|
|
$
|
32,226
|
|
|
$
|
25,298
|
|
|
$
|
92,814
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Income from operations adjustments
|
42,716
|
|
|
(703
|
)
|
|
48,054
|
|
|
10,894
|
|
||||
Loss on defeasance, extinguishment and modification of debt (9)
|
—
|
|
|
2,638
|
|
|
26,580
|
|
|
2,638
|
|
||||
Loss on disposal of business and disposal of assets (10)
|
—
|
|
|
(121
|
)
|
|
—
|
|
|
1,030
|
|
||||
Total adjustments, before income taxes
|
42,716
|
|
|
1,814
|
|
|
74,634
|
|
|
14,562
|
|
||||
Adjustment to provision for income taxes (11)
|
1,525
|
|
|
1,047
|
|
|
(8,177
|
)
|
|
(2,580
|
)
|
||||
Net adjustments
|
44,241
|
|
|
2,861
|
|
|
66,457
|
|
|
11,982
|
|
||||
Adjusted net income
|
$
|
35,064
|
|
|
$
|
35,087
|
|
|
$
|
91,755
|
|
|
$
|
104,796
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted (loss) earnings per share
|
$
|
(0.08
|
)
|
|
$
|
0.26
|
|
|
$
|
0.21
|
|
|
$
|
0.73
|
|
Adjusted diluted earnings per share
|
$
|
0.30
|
|
|
$
|
0.28
|
|
|
$
|
0.77
|
|
|
$
|
0.82
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
113,330
|
|
|
123,046
|
|
|
115,630
|
|
|
124,174
|
|
||||
Diluted weighted average common shares outstanding (12)
|
116,343
|
|
|
126,242
|
|
|
118,560
|
|
|
127,501
|
|
(1)
|
Represents asset impairment charges and related costs associated with the decision to sell our Outback South Korea subsidiary in 2016 and our corporate aircraft in 2015.
|
(2)
|
Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation and remodel programs.
|
(3)
|
Represents intangible amortization recorded as a result of the acquisition of our Brazil operations.
|
(4)
|
Relates to severance expense incurred primarily as a result of the relocation of our Fleming’s operations center to the corporate home office.
|
(5)
|
Represents expenses incurred for the Bonefish Restructuring and the International and Domestic Restaurant Closure Initiatives.
|
(6)
|
Relates primarily to the following: (i) costs incurred with our sale-leaseback initiative in 2016 and (ii) costs incurred with the secondary offering of our common stock in March 2015.
|
(7)
|
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 year 2011, 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 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.
|
(8)
|
Represents amortization of deferred gains related to our sale-leaseback initiative.
|
(9)
|
Relates to the defeasance of the 2012 CMBS loan in 2016 and the refinancing of our Senior Secured Credit Facility in 2015.
|
(10)
|
Primarily represents loss on the sale of our Roy’s business in 2015.
|
(11)
|
Represents income tax effect of the adjustments, on a jursidiction basis, for the thirteen and twenty-six weeks ended June 26, 2016 and June 28, 2015, respectively.
Included in the adjustments for the thirteen weeks and twenty-six weeks ended June 26, 2016 is $3.5 million related to deferred tax liabilities for the Outback South Korea sale.
|
(12)
|
Due to the GAAP net loss, the effect of dilutive securities was excluded from the calculation of GAAP diluted (loss) earnings per share for the thirteen weeks ended June 26, 2016. For adjusted diluted earnings per share, the calculation includes dilutive shares of 3,013 for the thirteen weeks ended June 26, 2016.
|
|
SENIOR SECURED CREDIT FACILITY
|
|
2012 CMBS LOAN
|
|
PRP MORTGAGE LOAN
|
|
TOTAL CREDIT FACILITIES
|
||||||||||||||||||||||||
|
TERM LOANS
|
|
REVOLVING FACILITY
|
|
FIRST MORTGAGE LOAN
|
|
MEZZANINE LOANS
|
|
|
||||||||||||||||||||||
(dollars in thousands)
|
A
|
|
A-1
|
|
|
|
FIRST
|
|
SECOND
|
|
|
||||||||||||||||||||
Balance as of
December 27, 2015 |
$
|
277,500
|
|
|
$
|
150,000
|
|
|
$
|
432,000
|
|
|
$
|
289,588
|
|
|
$
|
84,028
|
|
|
$
|
85,353
|
|
|
$
|
—
|
|
|
$
|
1,318,469
|
|
2016 new debt
|
—
|
|
|
—
|
|
|
414,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
714,000
|
|
||||||||
2016 payments
|
(7,500
|
)
|
|
(3,750
|
)
|
|
(233,000
|
)
|
|
(289,588
|
)
|
|
(84,028
|
)
|
|
(85,353
|
)
|
|
(87,847
|
)
|
|
(791,066
|
)
|
||||||||
Balance as of
June 26, 2016 |
$
|
270,000
|
|
|
$
|
146,250
|
|
|
$
|
613,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
212,153
|
|
|
$
|
1,241,403
|
|
|
|
|
|
|
|
|
OUTSTANDING
|
|||||||||
(dollars in thousands)
|
INTEREST RATE
JUNE 26, 2016 |
|
ORIGINAL FACILITY
|
|
PRINCIPAL MATURITY DATE
|
|
JUNE 26, 2016
|
|
DECEMBER 27, 2015
|
|||||||
Term loan A, net of discount of $2.9 million (1)
|
2.44
|
%
|
|
$
|
300,000
|
|
|
May 2019
|
|
$
|
270,000
|
|
|
$
|
277,500
|
|
Term loan A-1
|
2.41
|
%
|
|
150,000
|
|
|
May 2019
|
|
146,250
|
|
|
150,000
|
|
|||
Revolving credit facility (1)
|
2.43
|
%
|
|
825,000
|
|
|
May 2019
|
|
613,000
|
|
|
432,000
|
|
|||
Total Senior Secured Credit Facility
|
|
|
$
|
1,275,000
|
|
|
|
|
$
|
1,029,250
|
|
|
$
|
859,500
|
|
|
PRP Mortgage Loan (2)
|
2.91
|
%
|
|
$
|
300,000
|
|
|
February 2018
|
|
$
|
212,153
|
|
|
$
|
—
|
|
First mortgage loan
|
—
|
%
|
|
$
|
324,800
|
|
|
|
|
$
|
—
|
|
|
$
|
289,588
|
|
First mezzanine loan
|
—
|
%
|
|
87,600
|
|
|
|
|
—
|
|
|
84,028
|
|
|||
Second mezzanine loan
|
—
|
%
|
|
87,600
|
|
|
|
|
—
|
|
|
85,353
|
|
|||
Total 2012 CMBS loan
|
|
|
$
|
500,000
|
|
|
|
|
$
|
—
|
|
|
$
|
458,969
|
|
|
Total credit facilities
|
|
|
$
|
2,075,000
|
|
|
|
|
$
|
1,241,403
|
|
|
$
|
1,318,469
|
|
(1)
|
Represents the weighted-average interest rate.
|
(2)
|
Subsequent to
June 26, 2016
, PRP entered into an amendment to its existing PRP Mortgage Loan. See Note
18
-
Subsequent Events
for further discussion.
|
PAYMENT DATE
|
|
INITIAL MATURITY
|
|
EXTENSION
|
||||
February 28, 2017
|
|
$
|
38,813
|
|
|
$
|
38,813
|
|
August 31, 2017
|
|
59,943
|
|
|
59,943
|
|
||
February 11, 2018
|
|
160,000
|
|
|
50,000
|
|
||
August 31, 2018
|
|
—
|
|
|
50,000
|
|
||
February 11, 2019
|
|
—
|
|
|
60,000
|
|
||
|
|
$
|
258,756
|
|
|
$
|
258,756
|
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||
Net cash provided by operating activities
|
$
|
205,416
|
|
|
$
|
197,427
|
|
Net cash provided by (used in) investing activities
|
70,134
|
|
|
(89,321
|
)
|
||
Net cash used in financing activities
|
(284,471
|
)
|
|
(139,118
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
853
|
|
|
(1,960
|
)
|
||
Transfers of cash and cash equivalents to assets held for sale
|
(22,195
|
)
|
|
—
|
|
||
Net decrease in cash and cash equivalents
|
$
|
(30,263
|
)
|
|
$
|
(32,972
|
)
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||
Proceeds from sale-leaseback transactions, net
|
$
|
160,597
|
|
|
$
|
—
|
|
Net change in restricted cash
|
22,239
|
|
|
2,478
|
|
||
Proceeds from disposal of property, fixtures and equipment
|
527
|
|
|
3,104
|
|
||
Proceeds from sale of a business
|
—
|
|
|
7,798
|
|
||
Capital expenditures
|
(109,319
|
)
|
|
(114,251
|
)
|
||
Other investments, net
|
(3,910
|
)
|
|
11,550
|
|
||
Net cash provided by (used in) investing activities
|
$
|
70,134
|
|
|
$
|
(89,321
|
)
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 28, 2015
|
||||
Repayments of debt
|
$
|
(815,634
|
)
|
|
$
|
(396,719
|
)
|
Repurchase of common stock
|
(140,221
|
)
|
|
(100,525
|
)
|
||
Cash dividends paid on common stock
|
(16,216
|
)
|
|
(14,814
|
)
|
||
Repayments of partner deposits and accrued partner obligations
|
(10,018
|
)
|
|
(27,231
|
)
|
||
Purchase of limited partnership and noncontrolling interests
|
(8,983
|
)
|
|
(652
|
)
|
||
Distributions to noncontrolling interests
|
(3,652
|
)
|
|
(2,729
|
)
|
||
Proceeds from borrowings, net
|
708,699
|
|
|
396,101
|
|
||
Proceeds from the exercise of share-based compensation
|
637
|
|
|
6,012
|
|
||
Contributions from noncontrolling interests
|
539
|
|
|
167
|
|
||
Excess tax benefit from stock-based compensation
|
378
|
|
|
1,272
|
|
||
Net cash used in financing activities
|
$
|
(284,471
|
)
|
|
$
|
(139,118
|
)
|
(dollars in thousands)
|
JUNE 26, 2016
|
|
DECEMBER 27, 2015
|
||||
Current assets
|
$
|
296,148
|
|
|
$
|
418,644
|
|
Current liabilities
|
724,845
|
|
|
814,166
|
|
||
Working capital (deficit)
|
$
|
(428,697
|
)
|
|
$
|
(395,522
|
)
|
(dollars in thousands)
|
DIVIDENDS PAID
|
|
OPEN MARKET SHARE REPURCHASES
|
|
TAXES RELATED TO SETTLEMENT OF EQUITY AWARDS
|
|
TOTAL
|
||||||||
Thirteen weeks ended June 26, 2016
|
$
|
7,978
|
|
|
$
|
64,892
|
|
|
$
|
153
|
|
|
$
|
73,023
|
|
Thirteen weeks ended March 27, 2016
|
8,238
|
|
|
75,000
|
|
|
176
|
|
|
83,414
|
|
||||
Fiscal year 2015
|
29,332
|
|
|
169,999
|
|
|
770
|
|
|
200,101
|
|
||||
Total
|
$
|
45,548
|
|
|
$
|
309,891
|
|
|
$
|
1,099
|
|
|
$
|
356,538
|
|
REPORTING PERIOD
|
|
TOTAL NUMBER OF SHARES PURCHASED
|
|
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 (1)
|
||||||
March 28, 2016 through April 24, 2016
|
|
8,454
|
|
|
$
|
18.02
|
|
|
—
|
|
|
$
|
175,000,004
|
|
April 25, 2016 through May 22, 2016
|
|
3,375,809
|
|
|
$
|
19.22
|
|
|
3,375,809
|
|
|
$
|
110,108,046
|
|
May 23, 2016 through June 26, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
110,108,046
|
|
Total
|
|
3,384,263
|
|
|
|
|
3,375,809
|
|
|
|
|
(1)
|
On February 12, 2016, our Board approved a $250.0 million authorization as announced publicly in our press release issued on February 17, 2016 (the “2016 Share Repurchase Program”). The 2016 Share Repurchase Program will expire on August 12, 2017. Common shares repurchased during the
thirteen weeks ended June 26, 2016
represented shares repurchased under the 2016 Share Repurchase Program and
8,454
shares withheld for tax payments due upon vesting of employee restricted stock awards. On
July 26, 2016
, the Board approved a new
$300.0 million
authorization as announced publicly in our press release issued on July 29, 2016 (the “July 2016 Share Repurchase Program”) and canceled the remaining
$110.1 million
of authorization under the 2016 Share Repurchase Program. The July 2016 Share Repurchase Program will expire on
January 26, 2018
.
|
EXHIBIT
NUMBER |
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE |
|
|
|
|
|
10.1*
|
|
Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan
|
|
March 11, 2016 Definitive Proxy Statement
|
|
|
|
|
|
10.2*
|
|
Form of Nonqualified Stock Option Award Agreement for options granted to executive management under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan
|
|
Filed herewith
|
|
|
|
|
|
10.3*
|
|
Form of Restricted Stock Unit Award Agreement for restricted stock granted to directors under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan
|
|
Filed herewith
|
|
|
|
|
|
10.4*
|
|
Form of Restricted Stock Unit Award Agreement for restricted stock granted to executive management under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan
|
|
Filed herewith
|
|
|
|
|
|
10.5*
|
|
Form of Performance Award Agreement for performance units granted under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan
|
|
Filed herewith
|
|
|
|
|
|
10.6*
|
|
Employment Offer Letter Agreement, dated as of April 15, 2016, between Bloomin’ Brands, Inc. and Christopher Brandt
|
|
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
1
|
|
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
1
|
|
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:
|
August 3, 2016
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By: /s/ David J. Deno
|
|
|
|
David J. Deno
Executive Vice President and Chief Financial and
Administrative Officer
(Principal Financial and Accounting Officer)
|
Name/Participant
:
|
|
<name >
|
|
Type of Grant
:
|
|
Nonqualified Stock Options
|
|
Date of Grant
:
|
|
<date>
|
|
Total Options Granted
:
|
|
<options >
|
|
Option Price
:
|
|
<FMV>
|
|
Vesting Date
|
Vesting Percentage
|
First Anniversary of Date of Grant
|
25%
|
Second Anniversary of Date of Grant
|
25%
|
Third Anniversary of Date of Grant
|
25%
|
Fourth Anniversary of Date of Grant
|
25%
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|
By:_____ELECTRONIC SIGNATURE
|
|
|
Elizabeth Smith, Chief Executive Officer
|
|
|
(or Kelly Lefferts, Group Vice President, Legal)
|
|
Director Name/Participant
:
|
|
<name >
|
|
Type of Grant
:
|
|
Restricted Stock Unit
|
|
Date of Grant
:
|
|
<date>
|
|
Total Shares Granted
:
|
|
<shares >
|
|
Vesting Date
|
Vesting Percentage
|
First Anniversary of Date of Grant
|
33%
|
Second Anniversary of Date of Grant
|
33%
|
Third Anniversary of Date of Grant
|
33%
|
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
ELECTRONIC SIGNATURE
|
|
|
|
|
|
|
|
|
Elizabeth Smith, Chief Executive Officer
|
|||
|
|
|||
|
(or Kelly Lefferts, Group Vice President, Legal)
|
Name/Participant
:
|
|
<name >
|
|
Type of Grant
:
|
|
Restricted Stock Unit
|
|
Date of Grant
:
|
|
<date>
|
|
Total Shares Granted
:
|
|
<shares >
|
|
Vesting Date
|
Vesting Percentage
|
First Anniversary of Date of Grant
|
25%
|
Second Anniversary of Date of Grant
|
25%
|
Third Anniversary of Date of Grant
|
25%
|
Fourth Anniversary of Date of Grant
|
25%
|
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
ELECTRONIC SIGNATURE
|
|
|
|
|
|
|
|
|
Elizabeth Smith, Chief Executive Officer
|
|||
|
|
|||
|
(or Kelly Lefferts, Group Vice President, Legal)
|
Name/Participant
:
|
|
<name >
|
|
Type of Grant
:
|
|
Performance Awards
|
|
Date of Grant
:
|
|
<date>
|
|
Total Shares Granted
:
|
|
<shares >
|
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
ELECTRONIC SIGNATURE
|
|
|
|
|
|
|
|
|
|
Elizabeth Smith, Chief Executive Officer
|
||||
|
|
|
|||
|
(or Kelly Lefferts, Group Vice President, Legal)
|
Bloomin’ Brands, Inc. [Performance Goal]
|
Payout Adjustment Percentage
|
X%
|
200%
|
X%
|
150%
|
X%
|
125%
|
X%
|
100%
|
X%
|
75%
|
X%
|
50%
|
<X%
|
0%
|
For percentage achievement of Plan between listed Performance Goals, the Payout Adjustment Percentage will be interpolated between Performance Goals, except that anything below the lowest listed Performance Goal results in no payout.
|
|
|
EXHIBIT 10.6
|
|
|
|
•
|
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/ Chris Brandt
|
|
04/21/16
|
Chris Brandt
|
|
Date
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Bloomin’ Brands, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) 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(s) 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:
|
August 3, 2016
|
/s/ Elizabeth A. Smith
|
|
|
Elizabeth A. Smith
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Bloomin’ Brands, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) 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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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The registrant’s other certifying officer(s) 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):
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(a)
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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
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(b)
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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.
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Date:
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August 3, 2016
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/s/ David J. Deno
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David J. Deno
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Executive Vice President and Chief Financial and Administrative Officer
(Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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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.
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Date:
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August 3, 2016
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/s/ Elizabeth A. Smith
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Elizabeth A. Smith
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Chief Executive Officer
(Principal Executive Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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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.
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Date:
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August 3, 2016
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/s/ David J. Deno
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David J. Deno
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Executive Vice President and Chief Financial and Administrative Officer
(Principal Financial Officer)
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