|
|
|
|
|
(Mark One)
|
|
[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended September 25, 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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|
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Item 2.
|
||
|
|
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Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
SEPTEMBER 25, 2016
|
|
DECEMBER 27, 2015
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
91,474
|
|
|
$
|
132,337
|
|
Current portion of restricted cash and cash equivalents
|
803
|
|
|
6,772
|
|
||
Inventories
|
66,514
|
|
|
80,704
|
|
||
Other current assets, net
|
91,563
|
|
|
198,831
|
|
||
Total current assets
|
250,354
|
|
|
418,644
|
|
||
Restricted cash
|
—
|
|
|
16,265
|
|
||
Property, fixtures and equipment, net
|
1,418,532
|
|
|
1,594,460
|
|
||
Goodwill
|
314,566
|
|
|
300,861
|
|
||
Intangible assets, net
|
542,240
|
|
|
546,837
|
|
||
Deferred income tax assets
|
3,669
|
|
|
7,631
|
|
||
Other assets, net
|
130,663
|
|
|
147,871
|
|
||
Total assets
|
$
|
2,660,024
|
|
|
$
|
3,032,569
|
|
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
189,662
|
|
|
$
|
193,116
|
|
Accrued and other current liabilities
|
202,351
|
|
|
206,611
|
|
||
Unearned revenue
|
242,442
|
|
|
382,586
|
|
||
Current portion of long-term debt, net
|
39,551
|
|
|
31,853
|
|
||
Total current liabilities
|
674,006
|
|
|
814,166
|
|
||
Deferred rent
|
150,991
|
|
|
139,758
|
|
||
Deferred income tax liabilities
|
23,206
|
|
|
53,546
|
|
||
Long-term debt, net
|
1,186,057
|
|
|
1,285,011
|
|
||
Other long-term liabilities, net
|
360,114
|
|
|
294,662
|
|
||
Total liabilities
|
2,394,374
|
|
|
2,587,143
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
Mezzanine Equity
|
|
|
|
||||
Redeemable noncontrolling interests
|
26,092
|
|
|
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 September 25, 2016 and December 27, 2015
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 475,000,000 shares authorized; 105,194,804 and 119,214,522 shares issued and outstanding as of September 25, 2016 and December 27, 2015, respectively
|
1,052
|
|
|
1,192
|
|
||
Additional paid-in capital
|
1,068,165
|
|
|
1,072,861
|
|
||
Accumulated deficit
|
(747,472
|
)
|
|
(518,360
|
)
|
||
Accumulated other comprehensive loss
|
(94,984
|
)
|
|
(147,367
|
)
|
||
Total Bloomin’ Brands stockholders’ equity
|
226,761
|
|
|
408,326
|
|
||
Noncontrolling interests
|
12,797
|
|
|
13,574
|
|
||
Total stockholders’ equity
|
239,558
|
|
|
421,900
|
|
||
Total liabilities, mezzanine equity and stockholders’ equity
|
$
|
2,660,024
|
|
|
$
|
3,032,569
|
|
|
|||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
$
|
998,806
|
|
|
$
|
1,020,131
|
|
|
$
|
3,229,377
|
|
|
$
|
3,307,700
|
|
Other revenues
|
6,581
|
|
|
6,590
|
|
|
18,786
|
|
|
20,677
|
|
||||
Total revenues
|
1,005,387
|
|
|
1,026,721
|
|
|
3,248,163
|
|
|
3,328,377
|
|
||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
322,080
|
|
|
339,000
|
|
|
1,044,179
|
|
|
1,083,923
|
|
||||
Labor and other related
|
290,032
|
|
|
286,628
|
|
|
921,992
|
|
|
911,653
|
|
||||
Other restaurant operating
|
243,175
|
|
|
243,609
|
|
|
747,189
|
|
|
761,928
|
|
||||
Depreciation and amortization
|
48,551
|
|
|
47,455
|
|
|
145,206
|
|
|
141,316
|
|
||||
General and administrative
|
65,072
|
|
|
69,623
|
|
|
208,663
|
|
|
218,832
|
|
||||
Provision for impaired assets and restaurant closings
|
4,743
|
|
|
1,682
|
|
|
49,183
|
|
|
11,715
|
|
||||
Total costs and expenses
|
973,653
|
|
|
987,997
|
|
|
3,116,412
|
|
|
3,129,367
|
|
||||
Income from operations
|
31,734
|
|
|
38,724
|
|
|
131,751
|
|
|
199,010
|
|
||||
Loss on defeasance, extinguishment and modification of debt
|
(418
|
)
|
|
—
|
|
|
(26,998
|
)
|
|
(2,638
|
)
|
||||
Other income (expense), net
|
2,079
|
|
|
(266
|
)
|
|
2,059
|
|
|
(1,356
|
)
|
||||
Interest expense, net
|
(10,217
|
)
|
|
(14,851
|
)
|
|
(33,394
|
)
|
|
(40,916
|
)
|
||||
Income before provision for income taxes
|
23,178
|
|
|
23,607
|
|
|
73,418
|
|
|
154,100
|
|
||||
Provision for income taxes
|
1,950
|
|
|
6,202
|
|
|
24,372
|
|
|
41,557
|
|
||||
Net income
|
21,228
|
|
|
17,405
|
|
|
49,046
|
|
|
112,543
|
|
||||
Less: net income attributable to noncontrolling interests
|
495
|
|
|
594
|
|
|
3,015
|
|
|
2,918
|
|
||||
Net income attributable to Bloomin’ Brands
|
$
|
20,733
|
|
|
$
|
16,811
|
|
|
$
|
46,031
|
|
|
$
|
109,625
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
21,228
|
|
|
$
|
17,405
|
|
|
$
|
49,046
|
|
|
$
|
112,543
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
45,471
|
|
|
(34,157
|
)
|
|
58,151
|
|
|
(85,801
|
)
|
||||
Unrealized gain (loss) on derivatives, net of tax
|
672
|
|
|
(3,884
|
)
|
|
(4,250
|
)
|
|
(7,052
|
)
|
||||
Reclassification of adjustment for loss on derivatives included in Net income, net of tax
|
947
|
|
|
1,115
|
|
|
2,902
|
|
|
1,115
|
|
||||
Comprehensive income (loss)
|
68,318
|
|
|
(19,521
|
)
|
|
105,849
|
|
|
20,805
|
|
||||
Less: comprehensive income (loss) attributable to noncontrolling interests
|
2,509
|
|
|
(11,380
|
)
|
|
7,435
|
|
|
(9,056
|
)
|
||||
Comprehensive income (loss) attributable to Bloomin’ Brands
|
$
|
65,809
|
|
|
$
|
(8,141
|
)
|
|
$
|
98,414
|
|
|
$
|
29,861
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.19
|
|
|
$
|
0.14
|
|
|
$
|
0.41
|
|
|
$
|
0.89
|
|
Diluted
|
$
|
0.18
|
|
|
$
|
0.13
|
|
|
$
|
0.40
|
|
|
$
|
0.87
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
109,399
|
|
|
121,567
|
|
|
113,553
|
|
|
123,337
|
|
||||
Diluted
|
112,430
|
|
|
124,733
|
|
|
116,516
|
|
|
126,610
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per common share
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
0.21
|
|
|
$
|
0.18
|
|
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
46,031
|
|
|
—
|
|
|
2,420
|
|
|
48,451
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,383
|
|
|
(89
|
)
|
|
52,294
|
|
||||||
Cash dividends declared, $0.21 per common share
|
—
|
|
|
—
|
|
|
(23,981
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,981
|
)
|
||||||
Repurchase and retirement of common stock
|
(14,831
|
)
|
|
(148
|
)
|
|
—
|
|
|
(274,744
|
)
|
|
—
|
|
|
—
|
|
|
(274,892
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
18,390
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,390
|
|
||||||
Tax shortfall from stock-based compensation
|
—
|
|
|
—
|
|
|
(410
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(410
|
)
|
||||||
Common stock issued under stock plans, net of forfeitures and shares withheld for employee taxes
|
811
|
|
|
8
|
|
|
3,654
|
|
|
(399
|
)
|
|
—
|
|
|
—
|
|
|
3,263
|
|
||||||
Change in the redemption value of redeemable interests
|
—
|
|
|
—
|
|
|
(1,349
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,349
|
)
|
||||||
Purchase of noncontrolling interests, net of tax of $1,504
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
|
—
|
|
|
—
|
|
|
581
|
|
|
(419
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,245
|
)
|
|
(4,245
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
556
|
|
|
556
|
|
||||||
Balance, September 25, 2016
|
105,195
|
|
|
$
|
1,052
|
|
|
$
|
1,068,165
|
|
|
$
|
(747,472
|
)
|
|
$
|
(94,984
|
)
|
|
$
|
12,797
|
|
|
$
|
239,558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(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
|
—
|
|
|
—
|
|
|
—
|
|
|
109,625
|
|
|
—
|
|
|
1,984
|
|
|
111,609
|
|
||||||
Other comprehensive (loss) income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,764
|
)
|
|
10
|
|
|
(79,754
|
)
|
||||||
Cash dividends declared, $0.18 per common share
|
—
|
|
|
—
|
|
|
(22,147
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,147
|
)
|
||||||
Repurchase and retirement of common stock
|
(7,043
|
)
|
|
(70
|
)
|
|
—
|
|
|
(159,929
|
)
|
|
—
|
|
|
—
|
|
|
(159,999
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
|
|
|
16,276
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,276
|
|
||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
1,058
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,058
|
|
||||||
Common stock issued under stock plans, net of forfeitures and shares withheld for employee taxes
|
844
|
|
|
9
|
|
|
6,387
|
|
|
(725
|
)
|
|
—
|
|
|
—
|
|
|
5,671
|
|
||||||
Purchase of limited partnership interests, net of tax
|
—
|
|
|
—
|
|
|
(229
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229
|
)
|
||||||
Change in the redemption value of redeemable interests
|
—
|
|
|
—
|
|
|
(11,548
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,548
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,310
|
)
|
|
(3,310
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,442
|
|
|
3,442
|
|
||||||
Balance, September 27, 2015
|
119,751
|
|
|
$
|
1,198
|
|
|
$
|
1,075,424
|
|
|
$
|
(526,023
|
)
|
|
$
|
(140,306
|
)
|
|
$
|
7,225
|
|
|
$
|
417,518
|
|
|
THIRTY-NINE WEEKS ENDED
|
||||||
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||
Cash flows provided by operating activities:
|
|
|
|
||||
Net income
|
$
|
49,046
|
|
|
$
|
112,543
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
145,206
|
|
|
141,316
|
|
||
Amortization of deferred discounts and issuance costs
|
3,862
|
|
|
3,583
|
|
||
Amortization of deferred gift card sales commissions
|
21,146
|
|
|
20,381
|
|
||
Provision for impaired assets and restaurant closings
|
49,183
|
|
|
11,715
|
|
||
Stock-based and other non-cash compensation expense
|
17,646
|
|
|
16,797
|
|
||
Deferred income tax expense
|
1,764
|
|
|
6,053
|
|
||
(Gain) loss on sale of subsidiary or business
|
(2,084
|
)
|
|
1,168
|
|
||
Loss on defeasance, extinguishment and modification of debt
|
26,998
|
|
|
2,638
|
|
||
Excess tax benefit from stock-based compensation
|
(1,214
|
)
|
|
(1,058
|
)
|
||
Other non-cash items, net
|
(4,873
|
)
|
|
(2,058
|
)
|
||
Change in assets and liabilities:
|
|
|
|
|
|
||
Decrease (increase) in inventories
|
14,291
|
|
|
(2,214
|
)
|
||
Decrease in other current assets
|
82,975
|
|
|
71,279
|
|
||
Decrease in other assets
|
6,021
|
|
|
11,414
|
|
||
Decrease in accounts payable and accrued and other current liabilities
|
(56,910
|
)
|
|
(16,932
|
)
|
||
Increase in deferred rent
|
12,206
|
|
|
15,516
|
|
||
Decrease in unearned revenue
|
(138,300
|
)
|
|
(139,672
|
)
|
||
Decrease in other long-term liabilities
|
(3,407
|
)
|
|
(5,175
|
)
|
||
Net cash provided by operating activities
|
223,556
|
|
|
247,294
|
|
||
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
||
Proceeds from disposal of property, fixtures and equipment
|
1,335
|
|
|
5,521
|
|
||
Proceeds from sale-leaseback transactions, net
|
320,287
|
|
|
—
|
|
||
Proceeds from sale of a business, net of cash divested
|
23,009
|
|
|
7,798
|
|
||
Capital expenditures
|
(185,581
|
)
|
|
(166,783
|
)
|
||
Decrease in restricted cash
|
40,977
|
|
|
42,868
|
|
||
Increase in restricted cash
|
(18,739
|
)
|
|
(33,960
|
)
|
||
Other investments, net
|
(5,148
|
)
|
|
9,618
|
|
||
Net cash provided by (used in) investing activities
|
$
|
176,140
|
|
|
$
|
(134,938
|
)
|
|
|
|
|
||||
|
(CONTINUED...)
|
|
|||||
|
|
|
|
|
THIRTY-NINE WEEKS ENDED
|
||||||
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||
Cash flows used in financing activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt, net
|
$
|
364,211
|
|
|
$
|
—
|
|
Defeasance, extinguishment and modification of debt
|
(478,906
|
)
|
|
(215,000
|
)
|
||
Repayments of long-term debt
|
(221,266
|
)
|
|
(36,330
|
)
|
||
Proceeds from borrowings on revolving credit facilities, net
|
591,500
|
|
|
522,225
|
|
||
Repayments of borrowings on revolving credit facilities
|
(377,500
|
)
|
|
(193,300
|
)
|
||
Proceeds from the exercise of share-based compensation
|
3,662
|
|
|
6,396
|
|
||
Distributions to noncontrolling interests
|
(4,245
|
)
|
|
(3,310
|
)
|
||
Contributions from noncontrolling interests
|
556
|
|
|
3,442
|
|
||
Purchase of limited partnership and noncontrolling interests
|
(10,778
|
)
|
|
(652
|
)
|
||
Repayments of partner deposits and accrued partner obligations
|
(14,985
|
)
|
|
(35,884
|
)
|
||
Repurchase of common stock
|
(275,291
|
)
|
|
(160,724
|
)
|
||
Excess tax benefit from stock-based compensation
|
1,214
|
|
|
1,058
|
|
||
Cash dividends paid on common stock
|
(23,981
|
)
|
|
(22,147
|
)
|
||
Net cash used in financing activities
|
(445,809
|
)
|
|
(134,226
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
5,250
|
|
|
(8,284
|
)
|
||
Net decrease in cash and cash equivalents
|
(40,863
|
)
|
|
(30,154
|
)
|
||
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
|
$
|
91,474
|
|
|
$
|
135,590
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
32,726
|
|
|
$
|
39,408
|
|
Cash paid for income taxes, net of refunds
|
51,833
|
|
|
18,383
|
|
||
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
|
$
|
17,174
|
|
|
$
|
17
|
|
Purchase of noncontrolling interest included in accrued and other current liabilities
|
1,414
|
|
|
—
|
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Impairment losses
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
5,267
|
|
|
$
|
1,637
|
|
|
$
|
5,348
|
|
|
$
|
3,043
|
|
International
|
—
|
|
|
—
|
|
|
39,636
|
|
|
—
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
746
|
|
||||
Total impairment losses
|
$
|
5,267
|
|
|
$
|
1,637
|
|
|
$
|
44,984
|
|
|
$
|
3,789
|
|
Restaurant closure expenses
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
(524
|
)
|
|
$
|
(20
|
)
|
|
$
|
4,325
|
|
|
$
|
1,754
|
|
International
|
—
|
|
|
65
|
|
|
(126
|
)
|
|
6,172
|
|
||||
Total restaurant closure expenses
|
$
|
(524
|
)
|
|
$
|
45
|
|
|
$
|
4,199
|
|
|
$
|
7,926
|
|
Provision for impaired assets and restaurant closings
|
$
|
4,743
|
|
|
$
|
1,682
|
|
|
$
|
49,183
|
|
|
$
|
11,715
|
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Restaurant sales
|
$
|
11,753
|
|
|
$
|
41,909
|
|
|
$
|
90,455
|
|
|
$
|
128,276
|
|
Income (loss) before income taxes (1)
|
$
|
2,246
|
|
|
$
|
2,124
|
|
|
$
|
(32,348
|
)
|
|
$
|
(1,050
|
)
|
(1)
|
Includes impairment charges of
$39.6 million
for Assets held for sale during the
thirty-nine weeks ended September 25, 2016
. Includes a gain of
$2.1 million
on the sale of Outback Steakhouse South Korea for the thirteen and
thirty-nine weeks ended September 25, 2016
.
|
(dollars in millions)
|
ESTIMATED EXPENSE
|
||||||
Lease-related liabilities, net
|
$
|
3.2
|
|
to
|
$
|
5.2
|
|
Employee severance and other obligations
|
$
|
0.3
|
|
to
|
$
|
0.9
|
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Impairment, facility closure and other expenses
|
|
|
|
|
|
|
|
||||||||
Bonefish Restructuring
|
$
|
(685
|
)
|
|
$
|
—
|
|
|
$
|
3,695
|
|
|
$
|
—
|
|
International Restaurant Closure Initiative
|
—
|
|
|
65
|
|
|
(124
|
)
|
|
6,160
|
|
||||
Domestic Restaurant Closure Initiative
|
—
|
|
|
(20
|
)
|
|
81
|
|
|
1,317
|
|
||||
Provision for impaired assets and restaurant closings
|
$
|
(685
|
)
|
|
$
|
45
|
|
|
$
|
3,652
|
|
|
$
|
7,477
|
|
Severance and other expenses
|
|
|
|
|
|
|
|
||||||||
Bonefish Restructuring
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
601
|
|
|
$
|
—
|
|
International Restaurant Closure Initiative
|
—
|
|
|
140
|
|
|
23
|
|
|
1,713
|
|
||||
General and administrative
|
$
|
—
|
|
|
$
|
140
|
|
|
$
|
624
|
|
|
$
|
1,713
|
|
Reversal of deferred rent liability
|
|
|
|
|
|
|
|
||||||||
Bonefish Restructuring
|
$
|
(609
|
)
|
|
$
|
—
|
|
|
$
|
(3,410
|
)
|
|
$
|
—
|
|
International Restaurant Closure Initiative
|
—
|
|
|
—
|
|
|
—
|
|
|
(198
|
)
|
||||
Other restaurant operating
|
$
|
(609
|
)
|
|
$
|
—
|
|
|
$
|
(3,410
|
)
|
|
$
|
(198
|
)
|
|
$
|
(1,294
|
)
|
|
$
|
185
|
|
|
$
|
866
|
|
|
$
|
8,992
|
|
(dollars in thousands)
|
THIRTY-NINE WEEKS ENDED
|
||
Beginning of the period
|
$
|
5,699
|
|
Charges
|
5,400
|
|
|
Cash payments
|
(4,284
|
)
|
|
Adjustments
|
(1,201
|
)
|
|
End of the period (1)
|
$
|
5,614
|
|
(1)
|
As of
September 25, 2016
, the Company had exit-related accruals of
$1.9 million
recorded in Accrued and other current liabilities and
$3.7 million
recorded in Other long-term liabilities, net in the Consolidated Balance Sheet.
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(in thousands, except per share data)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Net income attributable to Bloomin’ Brands
|
$
|
20,733
|
|
|
$
|
16,811
|
|
|
$
|
46,031
|
|
|
$
|
109,625
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
109,399
|
|
|
121,567
|
|
|
113,553
|
|
|
123,337
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Effect of diluted securities:
|
|
|
|
|
|
|
|
||||||||
Stock options
|
2,720
|
|
|
2,966
|
|
|
2,719
|
|
|
3,071
|
|
||||
Nonvested restricted stock and restricted stock units
|
311
|
|
|
200
|
|
|
242
|
|
|
200
|
|
||||
Nonvested performance-based share units
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Diluted weighted average common shares outstanding
|
112,430
|
|
|
124,733
|
|
|
116,516
|
|
|
126,610
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.19
|
|
|
$
|
0.14
|
|
|
$
|
0.41
|
|
|
$
|
0.89
|
|
Diluted earnings per share
|
$
|
0.18
|
|
|
$
|
0.13
|
|
|
$
|
0.40
|
|
|
$
|
0.87
|
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||
(in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||
Stock options
|
5,530
|
|
|
2,828
|
|
|
5,079
|
|
|
2,616
|
|
Nonvested restricted stock and restricted stock units
|
103
|
|
|
28
|
|
|
285
|
|
|
38
|
|
Nonvested performance-based share units
|
130
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Stock options
|
$
|
2,929
|
|
|
$
|
2,633
|
|
|
$
|
8,971
|
|
|
$
|
7,612
|
|
Restricted stock and restricted stock units
|
2,322
|
|
|
1,823
|
|
|
6,901
|
|
|
4,973
|
|
||||
Performance-based share units
|
21
|
|
|
939
|
|
|
1,773
|
|
|
2,628
|
|
||||
|
$
|
5,272
|
|
|
$
|
5,395
|
|
|
$
|
17,645
|
|
|
$
|
15,213
|
|
|
THIRTY-NINE WEEKS ENDED
|
||
|
SEPTEMBER 25, 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
|
$
|
5.28
|
|
(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
|
$
|
24,451
|
|
|
2.5
|
Restricted stock and restricted stock units
|
$
|
25,241
|
|
|
2.9
|
Performance-based share units
|
$
|
2,187
|
|
|
1.7
|
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
DECEMBER 27, 2015
|
||||
Prepaid expenses
|
$
|
26,787
|
|
|
$
|
30,373
|
|
Accounts receivable - gift cards, net
|
12,864
|
|
|
115,926
|
|
||
Accounts receivable - vendors, net
|
8,693
|
|
|
10,310
|
|
||
Accounts receivable - franchisees, net
|
2,372
|
|
|
1,149
|
|
||
Accounts receivable - other, net
|
22,398
|
|
|
21,158
|
|
||
Assets held for sale
|
469
|
|
|
784
|
|
||
Other current assets, net
|
17,980
|
|
|
19,131
|
|
||
|
$
|
91,563
|
|
|
$
|
198,831
|
|
(dollars in thousands)
|
U.S.
|
|
INTERNATIONAL
|
|
CONSOLIDATED
|
||||||
Balance as of December 27, 2015
|
$
|
172,711
|
|
|
$
|
128,150
|
|
|
$
|
300,861
|
|
Translation adjustments
|
—
|
|
|
15,893
|
|
|
15,893
|
|
|||
Divestiture of business unit (1)
|
—
|
|
|
(1,901
|
)
|
|
(1,901
|
)
|
|||
Transfer to Assets held for sale
|
(287
|
)
|
|
—
|
|
|
(287
|
)
|
|||
Balance as of September 25, 2016
|
$
|
172,424
|
|
|
$
|
142,142
|
|
|
$
|
314,566
|
|
(1)
|
During the
thirty-nine weeks ended September 25, 2016
, the Company disposed of Goodwill in connection with the sale of Outback Steakhouse South Korea.
|
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
DECEMBER 27, 2015
|
||||
Company-owned life insurance
|
$
|
74,373
|
|
|
$
|
68,950
|
|
Deferred financing fees (1)
|
2,906
|
|
|
3,730
|
|
||
Liquor licenses
|
27,806
|
|
|
27,869
|
|
||
Assets held for sale
|
1,546
|
|
|
—
|
|
||
Other assets
|
24,032
|
|
|
47,322
|
|
||
|
$
|
130,663
|
|
|
$
|
147,871
|
|
(1)
|
Net of accumulated amortization of
$3.0 million
and
$2.2 million
as of
September 25, 2016
and
December 27, 2015
, respectively.
|
|
SEPTEMBER 25, 2016
|
|
DECEMBER 27, 2015
|
||||||||||
(dollars in thousands)
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||||
Term loan A (1)
|
$
|
264,375
|
|
|
2.51
|
%
|
|
$
|
277,500
|
|
|
2.26
|
%
|
Term loan A-1
|
143,438
|
|
|
2.45
|
%
|
|
150,000
|
|
|
2.34
|
%
|
||
Revolving credit facility (1)
|
646,000
|
|
|
2.48
|
%
|
|
432,000
|
|
|
2.29
|
%
|
||
Total Senior Secured Credit Facility
|
$
|
1,053,813
|
|
|
|
|
$
|
859,500
|
|
|
|
||
PRP Mortgage Loan (2)
|
$
|
172,840
|
|
|
2.96
|
%
|
|
$
|
—
|
|
|
—
|
%
|
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
|
$
|
2,495
|
|
|
|
|
$
|
2,632
|
|
|
|
||
Other long-term debt
|
3,006
|
|
|
0.00% to 7.60%
|
|
|
2,292
|
|
|
0.73% to 7.60%
|
|
||
Less: unamortized debt discount and issuance costs
|
(6,546
|
)
|
|
|
|
(6,529
|
)
|
|
|
||||
|
$
|
1,225,608
|
|
|
|
|
$
|
1,316,864
|
|
|
|
||
Less: current portion of long-term debt, net
|
(39,551
|
)
|
|
|
|
(31,853
|
)
|
|
|
||||
Long-term debt, net
|
$
|
1,186,057
|
|
|
|
|
$
|
1,285,011
|
|
|
|
(1)
|
Represents the weighted-average interest rate for the respective period.
|
(2)
|
Subsequent to
September 25, 2016
, the Company made payments on its PRP Mortgage Loan with proceeds from sale-leaseback transactions. See Note
18
-
Subsequent Events
for further details.
|
(1)
|
Net of accumulated amortization of
$32.0 million
and
$29.8 million
as of
September 25, 2016
and
December 27, 2015
, respectively.
|
(2)
|
Net of accumulated amortization of
$11.4 million
and
$8.1 million
as of
September 25, 2016
and
December 27, 2015
, respectively.
|
|
THIRTY-NINE WEEKS ENDED
|
||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||
Balance, beginning of period
|
$
|
23,526
|
|
|
$
|
24,733
|
|
Change in redemption value of Redeemable noncontrolling interests
|
1,349
|
|
|
2,877
|
|
||
Foreign currency translation attributable to Redeemable noncontrolling interests
|
4,509
|
|
|
(2,752
|
)
|
||
Net income attributable to Redeemable noncontrolling interests
|
595
|
|
|
934
|
|
||
Purchase of Redeemable noncontrolling interests
|
(3,887
|
)
|
|
(459
|
)
|
||
Out-of period adjustment - foreign currency translation attributable to Redeemable noncontrolling interests (1)
|
—
|
|
|
(9,232
|
)
|
||
Out-of period adjustment - change in redemption value of Redeemable noncontrolling interests (1)
|
—
|
|
|
8,671
|
|
||
Balance, end of period
|
$
|
26,092
|
|
|
$
|
24,772
|
|
(1)
|
In the third quarter of 2015, the Company identified and corrected errors in accounting for the allocation of foreign currency translation adjustments to Redeemable noncontrolling interests and fair value adjustments for Redeemable noncontrolling interests.
|
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
|
|
|
Thirteen weeks ended September 25, 2016
|
7,056
|
|
|
$
|
19.13
|
|
|
135,000
|
|
|
Total common stock repurchases
|
14,831
|
|
|
$
|
18.53
|
|
|
$
|
274,892
|
|
|
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
|
|
||
Thirteen weeks ended September 25, 2016
|
0.07
|
|
|
7,765
|
|
||
Total cash dividends declared and paid
|
$
|
0.21
|
|
|
$
|
23,981
|
|
|
NET INCOME ATTRIBUTABLE TO BLOOMIN’ BRANDS AND TRANSFERS TO NONCONTROLLING INTERESTS
|
||||||
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 25, 2016
|
||||
Net income attributable to Bloomin’ Brands
|
$
|
20,733
|
|
|
$
|
46,031
|
|
Transfers to noncontrolling interests:
|
|
|
|
||||
Decrease in Bloomin’ Brands additional paid-in capital for purchase of limited partnership interests
|
(1,655
|
)
|
|
(2,475
|
)
|
||
Change from net income attributable to Bloomin’ Brands and transfers to noncontrolling interests
|
$
|
19,078
|
|
|
$
|
43,556
|
|
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
DECEMBER 27, 2015
|
||||
Foreign currency translation adjustment (1)
|
$
|
(87,445
|
)
|
|
$
|
(141,176
|
)
|
Unrealized losses on derivatives, net of tax
|
(7,539
|
)
|
|
(6,191
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(94,984
|
)
|
|
$
|
(147,367
|
)
|
(1)
|
During the thirteen and thirty-nine weeks ended September 25, 2016, approximately
$16.8 million
of the foreign currency translation adjustment in Accumulated other comprehensive loss was disposed of in connection with the sale of Outback Steakhouse South Korea.
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Bloomin’ Brands:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
$
|
43,457
|
|
|
$
|
(31,415
|
)
|
|
$
|
53,731
|
|
|
$
|
(83,059
|
)
|
Out-of period adjustment - foreign currency translation (1)
|
—
|
|
|
9,232
|
|
|
—
|
|
|
9,232
|
|
||||
Total foreign currency translation adjustment
|
$
|
43,457
|
|
|
$
|
(22,183
|
)
|
|
$
|
53,731
|
|
|
$
|
(73,827
|
)
|
Unrealized gain (loss) on derivatives, net of tax (2)
|
$
|
672
|
|
|
$
|
(3,884
|
)
|
|
$
|
(4,250
|
)
|
|
$
|
(7,052
|
)
|
Reclassification of adjustment for loss on derivatives included in Net income, net of tax (2)
|
947
|
|
|
1,115
|
|
|
2,902
|
|
|
1,115
|
|
||||
Total unrealized gain (loss) on derivatives, net of tax
|
$
|
1,619
|
|
|
$
|
(2,769
|
)
|
|
$
|
(1,348
|
)
|
|
$
|
(5,937
|
)
|
Other comprehensive income (loss) attributable to Bloomin’ Brands
|
$
|
45,076
|
|
|
$
|
(24,952
|
)
|
|
$
|
52,383
|
|
|
$
|
(79,764
|
)
|
|
|
|
|
|
|
|
|
||||||||
Non-controlling interests:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
$
|
(65
|
)
|
|
$
|
10
|
|
|
$
|
(89
|
)
|
|
$
|
10
|
|
Other comprehensive (loss) income attributable to Non-controlling interests
|
$
|
(65
|
)
|
|
$
|
10
|
|
|
$
|
(89
|
)
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable non-controlling interests:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
$
|
2,079
|
|
|
$
|
(2,752
|
)
|
|
$
|
4,509
|
|
|
$
|
(2,752
|
)
|
Out-of period adjustment - foreign currency translation (1)
|
—
|
|
|
(9,232
|
)
|
|
—
|
|
|
(9,232
|
)
|
||||
Total foreign currency translation adjustment
|
$
|
2,079
|
|
|
$
|
(11,984
|
)
|
|
$
|
4,509
|
|
|
$
|
(11,984
|
)
|
Other comprehensive income (loss) attributable to Redeemable non-controlling interests
|
$
|
2,079
|
|
|
$
|
(11,984
|
)
|
|
$
|
4,509
|
|
|
$
|
(11,984
|
)
|
(1)
|
In the third quarter of 2015, the Company identified and corrected errors in accounting for the allocation of foreign currency translation adjustments to Redeemable noncontrolling interests.
|
(2)
|
Amounts attributable to Bloomin’ Brands are net of tax (expense) benefit during the periods presented:
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Tax (expense) benefit from unrealized gain (loss) on derivatives
|
$
|
(424
|
)
|
|
$
|
2,483
|
|
|
$
|
2,735
|
|
|
$
|
4,509
|
|
Tax benefit from reclassification of adjustments for losses on derivatives included in Net income
|
$
|
598
|
|
|
$
|
713
|
|
|
$
|
1,854
|
|
|
$
|
713
|
|
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
DECEMBER 27, 2015
|
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
||||
Interest rate swaps - liability
|
$
|
5,021
|
|
|
$
|
5,142
|
|
|
Accrued and other current liabilities
|
Interest rate swaps - liability
|
7,357
|
|
|
5,007
|
|
|
Other long-term liabilities, net
|
||
Total fair value of derivative instruments (1)
|
$
|
12,378
|
|
|
$
|
10,149
|
|
|
|
|
|
|
|
|
|
||||
Accrued interest
|
$
|
432
|
|
|
$
|
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
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Interest rate swap expense recognized in Interest expense, net (1)
|
$
|
(1,545
|
)
|
|
$
|
(1,828
|
)
|
|
$
|
(4,756
|
)
|
|
$
|
(1,828
|
)
|
Income tax benefit recognized in Provision for income taxes
|
598
|
|
|
713
|
|
|
1,854
|
|
|
713
|
|
||||
Total effects of the interest rate swaps on Net income
|
$
|
(947
|
)
|
|
$
|
(1,115
|
)
|
|
$
|
(2,902
|
)
|
|
$
|
(1,115
|
)
|
(1)
|
During the
thirteen and thirty-nine weeks ended September 25, 2016
and
September 27, 2015
, the Company did not recogni
ze
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
|
|
SEPTEMBER 25, 2016
|
|
DECEMBER 27, 2015
|
||||||||||||||||||||
(dollars in thousands)
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income funds
|
$
|
138
|
|
|
$
|
138
|
|
|
$
|
—
|
|
|
$
|
6,333
|
|
|
$
|
6,333
|
|
|
$
|
—
|
|
Money market funds
|
18,979
|
|
|
18,979
|
|
|
—
|
|
|
7,168
|
|
|
7,168
|
|
|
—
|
|
||||||
Restricted cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income funds
|
552
|
|
|
552
|
|
|
—
|
|
|
551
|
|
|
551
|
|
|
—
|
|
||||||
Money market funds
|
251
|
|
|
251
|
|
|
—
|
|
|
2,681
|
|
|
2,681
|
|
|
—
|
|
||||||
Other current assets, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - foreign currency forward contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
59
|
|
||||||
Total asset recurring fair value measurements
|
$
|
19,920
|
|
|
$
|
19,920
|
|
|
$
|
—
|
|
|
$
|
16,792
|
|
|
$
|
16,733
|
|
|
$
|
59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued and other current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
$
|
5,021
|
|
|
$
|
—
|
|
|
$
|
5,021
|
|
|
$
|
5,142
|
|
|
$
|
—
|
|
|
$
|
5,142
|
|
Derivative instruments - commodities
|
264
|
|
|
—
|
|
|
264
|
|
|
583
|
|
|
—
|
|
|
583
|
|
||||||
Derivative instruments - foreign currency forward contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
703
|
|
|
—
|
|
|
703
|
|
||||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
7,357
|
|
|
—
|
|
|
7,357
|
|
|
5,007
|
|
|
—
|
|
|
5,007
|
|
||||||
Total liability recurring fair value measurements
|
$
|
12,642
|
|
|
$
|
—
|
|
|
$
|
12,642
|
|
|
$
|
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 September 25, 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
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 25, 2016
|
||||||||||||
(dollars in thousands)
|
CARRYING VALUE (1)
|
|
TOTAL IMPAIRMENT
|
|
CARRYING VALUE (1)
|
|
TOTAL IMPAIRMENT
|
||||||||
Assets held for sale
|
$
|
1,356
|
|
|
$
|
3,209
|
|
|
$
|
45,351
|
|
|
$
|
42,926
|
|
Property, fixtures and equipment
|
12,064
|
|
|
2,058
|
|
|
12,064
|
|
|
2,058
|
|
||||
|
$
|
13,420
|
|
|
$
|
5,267
|
|
|
$
|
57,415
|
|
|
$
|
44,984
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 27, 2015
|
||||||||||||
(dollars in thousands)
|
CARRYING VALUE (2)
|
|
TOTAL IMPAIRMENT
|
|
CARRYING VALUE (2)
|
|
TOTAL IMPAIRMENT
|
||||||||
Assets held for sale
|
$
|
185
|
|
|
$
|
44
|
|
|
$
|
3,538
|
|
|
$
|
1,072
|
|
Property, fixtures and equipment
|
1,624
|
|
|
1,593
|
|
|
2,574
|
|
|
2,717
|
|
||||
|
$
|
1,809
|
|
|
$
|
1,637
|
|
|
$
|
6,112
|
|
|
$
|
3,789
|
|
(1)
|
Carrying value approximates fair value with all assets measured using Level 2 inputs for the
thirteen and thirty-nine weeks ended September 25, 2016
. Sale contracts (Level 2) were used to estimate the fair value.
|
(2)
|
Carrying value approximates fair value with all assets measured using Level 2 inputs for the
thirteen and thirty-nine weeks ended September 27, 2015
. A third-party market appraisal (Level 2) and a purchase contract (Level 2) were used to estimate the fair value.
|
|
SEPTEMBER 25, 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
|
$
|
264,375
|
|
|
$
|
263,384
|
|
|
$
|
—
|
|
|
$
|
277,500
|
|
|
$
|
276,459
|
|
|
$
|
—
|
|
Term loan A-1
|
143,438
|
|
|
142,900
|
|
|
—
|
|
|
150,000
|
|
|
149,438
|
|
|
—
|
|
||||||
Revolving credit facility
|
646,000
|
|
|
641,155
|
|
|
—
|
|
|
432,000
|
|
|
429,300
|
|
|
—
|
|
||||||
PRP Mortgage Loan
|
172,840
|
|
|
—
|
|
|
172,840
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
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
|
1,653
|
|
|
—
|
|
|
1,572
|
|
|
931
|
|
|
—
|
|
|
918
|
|
DEBT FACILITY
|
|
METHODS AND ASSUMPTIONS
|
Senior Secured Credit Facility
|
|
Quoted market prices in inactive markets.
|
PRP Mortgage Loan and
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
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Income before provision for income taxes
|
$
|
23,178
|
|
|
$
|
23,607
|
|
|
$
|
73,418
|
|
|
$
|
154,100
|
|
Provision for income taxes
|
$
|
1,950
|
|
|
$
|
6,202
|
|
|
$
|
24,372
|
|
|
$
|
41,557
|
|
Effective income tax rate
|
8.4
|
%
|
|
26.3
|
%
|
|
33.2
|
%
|
|
27.0
|
%
|
(1)
|
Includes international franchise locations.
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Total revenues
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
893,906
|
|
|
$
|
902,453
|
|
|
$
|
2,896,666
|
|
|
$
|
2,947,445
|
|
International
|
111,481
|
|
|
124,268
|
|
|
351,497
|
|
|
380,932
|
|
||||
Total revenues
|
$
|
1,005,387
|
|
|
$
|
1,026,721
|
|
|
$
|
3,248,163
|
|
|
$
|
3,328,377
|
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Segment income (loss) from operations
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
61,905
|
|
|
$
|
63,476
|
|
|
$
|
268,754
|
|
|
$
|
287,936
|
|
International
|
8,277
|
|
|
9,770
|
|
|
(14,947
|
)
|
|
24,376
|
|
||||
Total segment income from operations
|
70,182
|
|
|
73,246
|
|
|
253,807
|
|
|
312,312
|
|
||||
Unallocated corporate operating expense
|
(38,448
|
)
|
|
(34,522
|
)
|
|
(122,056
|
)
|
|
(113,302
|
)
|
||||
Total income from operations
|
31,734
|
|
|
38,724
|
|
|
131,751
|
|
|
199,010
|
|
||||
Loss on defeasance, extinguishment and modification of debt
|
(418
|
)
|
|
—
|
|
|
(26,998
|
)
|
|
(2,638
|
)
|
||||
Other income (expense), net
|
2,079
|
|
|
(266
|
)
|
|
2,059
|
|
|
(1,356
|
)
|
||||
Interest expense, net
|
(10,217
|
)
|
|
(14,851
|
)
|
|
(33,394
|
)
|
|
(40,916
|
)
|
||||
Income before provision for income taxes
|
$
|
23,178
|
|
|
$
|
23,607
|
|
|
$
|
73,418
|
|
|
$
|
154,100
|
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
39,346
|
|
|
$
|
38,025
|
|
|
$
|
116,508
|
|
|
$
|
112,410
|
|
International
|
5,978
|
|
|
6,507
|
|
|
19,479
|
|
|
20,033
|
|
||||
Corporate
|
3,227
|
|
|
2,923
|
|
|
9,219
|
|
|
8,873
|
|
||||
Total depreciation and amortization
|
$
|
48,551
|
|
|
$
|
47,455
|
|
|
$
|
145,206
|
|
|
$
|
141,316
|
|
(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
2.1%
to
$1.0 billion
in the
third quarter of 2016
, as compared to the
third quarter of 2015
, was primarily due to the sale of 72 Outback Steakhouse South Korea restaurants in July 2016, partially offset by the net benefit of new restaurant openings and closings.
|
•
|
Income from operations of
$31.7 million
in the
third quarter of 2016
, as compared to
$38.7 million
in the
third quarter of 2015
, decreased primarily due to lower operating margin at the restaurant-level and impairment charges related to our Puerto Rico subsidiary.
|
•
|
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):
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||
U.S.
|
|
|
|
||
Outback Steakhouse
|
|
|
|
||
Company-owned
|
651
|
|
|
649
|
|
Franchised
|
105
|
|
|
105
|
|
Total
|
756
|
|
|
754
|
|
Carrabba’s Italian Grill
|
|
|
|
||
Company-owned
|
243
|
|
|
244
|
|
Franchised
|
2
|
|
|
3
|
|
Total
|
245
|
|
|
247
|
|
Bonefish Grill
|
|
|
|
||
Company-owned
|
204
|
|
|
208
|
|
Franchised
|
6
|
|
|
5
|
|
Total
|
210
|
|
|
213
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
|
|
||
Company-owned
|
67
|
|
|
66
|
|
International
|
|
|
|
||
Company-owned
|
|
|
|
||
Outback Steakhouse - Brazil (1)
|
81
|
|
|
71
|
|
Outback Steakhouse - South Korea (2)
|
—
|
|
|
75
|
|
Other
|
24
|
|
|
14
|
|
Franchised
|
|
|
|
|
|
Outback Steakhouse - South Korea (2)
|
72
|
|
|
—
|
|
Other
|
52
|
|
|
57
|
|
Total
|
229
|
|
|
217
|
|
System-wide total
|
1,507
|
|
|
1,497
|
|
(1)
|
The restaurant counts for Brazil are reported as of August 31, 2016 and 2015, respectively, to correspond with the balance sheet dates of this subsidiary.
|
(2)
|
On July 25, 2016, we sold our restaurant locations in South Korea, converting all restaurants in that market to franchised locations.
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||
Revenues
|
|
|
|
|
|
|
|
|
|||
Restaurant sales
|
99.3
|
%
|
|
99.4
|
%
|
|
99.4
|
%
|
|
99.4
|
%
|
Other revenues
|
0.7
|
|
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (1)
|
32.2
|
|
|
33.2
|
|
|
32.3
|
|
|
32.8
|
|
Labor and other related (1)
|
29.0
|
|
|
28.1
|
|
|
28.6
|
|
|
27.6
|
|
Other restaurant operating (1)
|
24.3
|
|
|
23.9
|
|
|
23.1
|
|
|
23.0
|
|
Depreciation and amortization
|
4.8
|
|
|
4.6
|
|
|
4.5
|
|
|
4.2
|
|
General and administrative
|
6.5
|
|
|
6.8
|
|
|
6.4
|
|
|
6.6
|
|
Provision for impaired assets and restaurant closings
|
0.5
|
|
|
0.2
|
|
|
1.5
|
|
|
0.4
|
|
Total costs and expenses
|
96.8
|
|
|
96.2
|
|
|
95.9
|
|
|
94.0
|
|
Income from operations
|
3.2
|
|
|
3.8
|
|
|
4.1
|
|
|
6.0
|
|
Loss on defeasance, extinguishment and modification of debt
|
(*)
|
|
|
—
|
|
|
(0.8
|
)
|
|
(0.1
|
)
|
Other income (expense), net
|
0.2
|
|
|
(*)
|
|
|
*
|
|
|
(*)
|
|
Interest expense, net
|
(1.1
|
)
|
|
(1.5
|
)
|
|
(1.0
|
)
|
|
(1.3
|
)
|
Income before provision for income taxes
|
2.3
|
|
|
2.3
|
|
|
2.3
|
|
|
4.6
|
|
Provision for income taxes
|
0.2
|
|
|
0.6
|
|
|
0.8
|
|
|
1.2
|
|
Net income
|
2.1
|
|
|
1.7
|
|
|
1.5
|
|
|
3.4
|
|
Less: net income attributable to noncontrolling interests
|
*
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
Net income attributable to Bloomin’ Brands
|
2.1
|
%
|
|
1.6
|
%
|
|
1.4
|
%
|
|
3.3
|
%
|
(1)
|
As a percentage of Restaurant sales.
|
*
|
Less than 1/10
th
of one percent of Total revenues.
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||
For the period ending September 27, 2015
|
$
|
1,020.1
|
|
|
$
|
3,307.7
|
|
Change from:
|
|
|
|
||||
Divestitures
|
(30.2
|
)
|
|
(43.5
|
)
|
||
Restaurant closings
|
(7.5
|
)
|
|
(25.4
|
)
|
||
Comparable restaurant sales
|
(1.5
|
)
|
|
(31.0
|
)
|
||
Effect of foreign currency translation
|
(0.8
|
)
|
|
(45.3
|
)
|
||
Restaurant openings
|
18.7
|
|
|
66.9
|
|
||
For the period ending September 25, 2016
|
$
|
998.8
|
|
|
$
|
3,229.4
|
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||
Year over year percentage change:
|
|
|
|
|
|
|
|
||||
Comparable restaurant sales (stores open 18 months or more) (1):
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
|
|
|
|
|
|
||||
Outback Steakhouse
|
(0.7
|
)%
|
|
0.1
|
%
|
|
(1.6
|
)%
|
|
3.1
|
%
|
Carrabba’s Italian Grill
|
(2.1
|
)%
|
|
(2.0
|
)%
|
|
(2.9
|
)%
|
|
0.4
|
%
|
Bonefish Grill
|
1.7
|
%
|
|
(6.1
|
)%
|
|
(0.1
|
)%
|
|
(2.8
|
)%
|
Fleming’s Prime Steakhouse & Wine Bar
|
(1.9
|
)%
|
|
(0.6
|
)%
|
|
(0.3
|
)%
|
|
2.0
|
%
|
Combined U.S.
|
(0.7
|
)%
|
|
(1.3
|
)%
|
|
(1.5
|
)%
|
|
1.6
|
%
|
International
|
|
|
|
|
|
|
|
||||
Outback Steakhouse - Brazil (2)
|
7.3
|
%
|
|
6.1
|
%
|
|
6.9
|
%
|
|
4.9
|
%
|
|
|
|
|
|
|
|
|
||||
Traffic:
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
|
|
|
|
|
|
||||
Outback Steakhouse
|
(6.5
|
)%
|
|
(0.9
|
)%
|
|
(5.1
|
)%
|
|
(0.4
|
)%
|
Carrabba’s Italian Grill
|
(4.5
|
)%
|
|
(3.7
|
)%
|
|
(2.5
|
)%
|
|
0.5
|
%
|
Bonefish Grill
|
(2.0
|
)%
|
|
(8.5
|
)%
|
|
(3.3
|
)%
|
|
(5.5
|
)%
|
Fleming’s Prime Steakhouse & Wine Bar
|
(2.9
|
)%
|
|
(2.3
|
)%
|
|
(1.6
|
)%
|
|
0.9
|
%
|
Combined U.S.
|
(5.4
|
)%
|
|
(2.6
|
)%
|
|
(4.2
|
)%
|
|
(1.0
|
)%
|
International
|
|
|
|
|
|
|
|
||||
Outback Steakhouse - Brazil
|
1.4
|
%
|
|
0.6
|
%
|
|
0.2
|
%
|
|
0.1
|
%
|
|
|
|
|
|
|
|
|
||||
Average check per person increases (decreases) (3):
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
|
|
|
|
|
||||
Outback Steakhouse
|
5.8
|
%
|
|
1.0
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
Carrabba’s Italian Grill
|
2.4
|
%
|
|
1.7
|
%
|
|
(0.4
|
)%
|
|
(0.1
|
)%
|
Bonefish Grill
|
3.7
|
%
|
|
2.4
|
%
|
|
3.2
|
%
|
|
2.7
|
%
|
Fleming’s Prime Steakhouse & Wine Bar
|
1.0
|
%
|
|
1.7
|
%
|
|
1.3
|
%
|
|
1.1
|
%
|
Combined U.S.
|
4.7
|
%
|
|
1.3
|
%
|
|
2.7
|
%
|
|
2.6
|
%
|
International
|
|
|
|
|
|
|
|
||||
Outback Steakhouse - Brazil
|
6.0
|
%
|
|
6.2
|
%
|
|
6.6
|
%
|
|
5.1
|
%
|
(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 (0.1%) and (0.7%) for the thirteen weeks ended September 25, 2016 and September 27, 2015, respectively and 0.1% and (0.3%) for the thirty-nine weeks ended September 25, 2016 and September 27, 2015, respectively.
|
(3)
|
Average check per person increases (decreases) includes the impact of menu pricing changes, product mix and discounts.
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Average restaurant unit volumes (weekly):
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
$
|
61,588
|
|
|
$
|
62,152
|
|
|
$
|
65,845
|
|
|
$
|
66,862
|
|
Carrabba’s Italian Grill
|
$
|
51,374
|
|
|
$
|
52,650
|
|
|
$
|
55,974
|
|
|
$
|
58,003
|
|
Bonefish Grill
|
$
|
55,125
|
|
|
$
|
54,323
|
|
|
$
|
59,365
|
|
|
$
|
59,434
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
$
|
68,510
|
|
|
$
|
69,045
|
|
|
$
|
79,561
|
|
|
$
|
79,641
|
|
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse - Brazil (1)
|
$
|
79,133
|
|
|
$
|
76,169
|
|
|
$
|
72,022
|
|
|
$
|
84,335
|
|
Operating weeks:
|
|
|
|
|
|
|
|
|
|||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
8,463
|
|
|
8,438
|
|
|
25,347
|
|
|
25,308
|
|
||||
Carrabba’s Italian Grill
|
3,163
|
|
|
3,172
|
|
|
9,507
|
|
|
9,506
|
|
||||
Bonefish Grill
|
2,652
|
|
|
2,698
|
|
|
8,014
|
|
|
8,003
|
|
||||
Fleming’s Prime Steakhouse & Wine Bar
|
871
|
|
|
858
|
|
|
2,587
|
|
|
2,574
|
|
||||
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse - Brazil
|
1,042
|
|
|
923
|
|
|
3,026
|
|
|
2,615
|
|
(1)
|
Translated at an average exchange rate of
3.30
and
3.27
for the
thirteen weeks ended September 25, 2016
and
September 27, 2015
, respectively, and
3.59
and
3.00
for the
thirty-nine weeks ended September 25, 2016
and
September 27, 2015
, respectively.
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
THIRTY-NINE WEEKS ENDED
|
|
|
||||||||||||||
(dollars in millions)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
||||||||||
Cost of sales
|
$
|
322.1
|
|
|
$
|
339.0
|
|
|
|
|
$
|
1,044.2
|
|
|
$
|
1,083.9
|
|
|
|
||
% of Restaurant sales
|
32.2
|
%
|
|
33.2
|
%
|
|
(1.0
|
)%
|
|
32.3
|
%
|
|
32.8
|
%
|
|
(0.5
|
)%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
THIRTY-NINE WEEKS ENDED
|
|
|
||||||||||||||
(dollars in millions)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
||||||||||
Labor and other related
|
$
|
290.0
|
|
|
$
|
286.6
|
|
|
|
|
$
|
922.0
|
|
|
$
|
911.7
|
|
|
|
||
% of Restaurant sales
|
29.0
|
%
|
|
28.1
|
%
|
|
0.9
|
%
|
|
28.6
|
%
|
|
27.6
|
%
|
|
1.0
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
THIRTY-NINE WEEKS ENDED
|
|
|
||||||||||||||
(dollars in millions)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
||||||||||
Other restaurant operating
|
$
|
243.2
|
|
|
$
|
243.6
|
|
|
|
|
$
|
747.2
|
|
|
$
|
761.9
|
|
|
|
||
% of Restaurant sales
|
24.3
|
%
|
|
23.9
|
%
|
|
0.4
|
%
|
|
23.1
|
%
|
|
23.0
|
%
|
|
0.1
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
THIRTY-NINE WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
||||||||||||
Depreciation and amortization
|
$
|
48.6
|
|
|
$
|
47.5
|
|
|
$
|
1.1
|
|
|
$
|
145.2
|
|
|
$
|
141.3
|
|
|
$
|
3.9
|
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||
For the period ended September 27, 2015
|
$
|
69.6
|
|
|
$
|
218.8
|
|
Change from:
|
|
|
|
||||
Life insurance and deferred compensation (1)
|
(3.5
|
)
|
|
(8.2
|
)
|
||
Legal and professional fees (2)
|
(1.6
|
)
|
|
(4.7
|
)
|
||
Employee stock-based compensation
|
(0.3
|
)
|
|
1.9
|
|
||
Incentive compensation
|
1.2
|
|
|
2.5
|
|
||
Foreign currency exchange (3)
|
0.2
|
|
|
(3.9
|
)
|
||
Other
|
(0.5
|
)
|
|
2.3
|
|
||
For the period ended September 25, 2016
|
$
|
65.1
|
|
|
$
|
208.7
|
|
(1)
|
Life insurance and deferred compensation decreased primarily due to: (i) an increase in the cash surrender value of life insurance investments related to our partner deferred compensation programs during the
thirteen and thirty-nine weeks ended September 25, 2016
and (ii) the acquisition of managing partners’ interests in certain Outback Steakhouse restaurants during the
thirty-nine weeks ended September 25, 2016
.
|
(2)
|
Legal and professional fees were lower due to legal costs in 2015 associated with the Cardoza litigation and certain professional service fees and technology projects incurred in 2015 that supported our planned operational growth.
|
(3)
|
Foreign exchange primarily includes the depreciation of the Brazil Real.
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
THIRTY-NINE WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
||||||||||||
Provision for impaired assets and restaurant closings
|
$
|
4.7
|
|
|
$
|
1.7
|
|
|
$
|
3.0
|
|
|
$
|
49.2
|
|
|
$
|
11.7
|
|
|
$
|
37.5
|
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in millions)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Impairment, facility closure and other expenses
|
|
|
|
|
|
|
|
||||||||
Bonefish Restructuring
|
$
|
(0.7
|
)
|
|
$
|
—
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
International Restaurant Closure Initiative
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
6.2
|
|
||||
Domestic Restaurant Closure Initiative
|
—
|
|
|
—
|
|
|
0.1
|
|
|
1.3
|
|
||||
Provision for impaired assets and restaurant closings
|
$
|
(0.7
|
)
|
|
$
|
0.1
|
|
|
$
|
3.7
|
|
|
$
|
7.5
|
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
THIRTY-NINE WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
||||||||||||
Income from operations
|
$
|
31.7
|
|
|
$
|
38.7
|
|
|
$
|
(7.0
|
)
|
|
$
|
131.8
|
|
|
$
|
199.0
|
|
|
$
|
(67.2
|
)
|
% of Total revenues
|
3.2
|
%
|
|
3.8
|
%
|
|
(0.6
|
)%
|
|
4.1
|
%
|
|
6.0
|
%
|
|
(1.9
|
)%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
THIRTY-NINE WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
||||||||||||
Other income (expense), net
|
$
|
2.1
|
|
|
$
|
(0.3
|
)
|
|
$
|
2.4
|
|
|
$
|
2.1
|
|
|
$
|
(1.4
|
)
|
|
$
|
3.5
|
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
THIRTY-NINE WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
||||||||||||
Interest expense, net
|
$
|
10.2
|
|
|
$
|
14.9
|
|
|
$
|
(4.7
|
)
|
|
$
|
33.4
|
|
|
$
|
40.9
|
|
|
$
|
(7.5
|
)
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
THIRTY-NINE WEEKS ENDED
|
|
|
||||||||||
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
Change
|
||||||
Effective income tax rate
|
8.4
|
%
|
|
26.3
|
%
|
|
(17.9
|
)%
|
|
33.2
|
%
|
|
27.0
|
%
|
|
6.2
|
%
|
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
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Segment income (loss) from operations
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
61,905
|
|
|
$
|
63,476
|
|
|
$
|
268,754
|
|
|
$
|
287,936
|
|
International
|
8,277
|
|
|
9,770
|
|
|
(14,947
|
)
|
|
24,376
|
|
||||
Total segment income from operations
|
70,182
|
|
|
73,246
|
|
|
253,807
|
|
|
312,312
|
|
||||
Unallocated corporate operating expense
|
(38,448
|
)
|
|
(34,522
|
)
|
|
(122,056
|
)
|
|
(113,302
|
)
|
||||
Total income from operations
|
31,734
|
|
|
38,724
|
|
|
131,751
|
|
|
199,010
|
|
||||
Loss on defeasance, extinguishment and modification of debt
|
(418
|
)
|
|
—
|
|
|
(26,998
|
)
|
|
(2,638
|
)
|
||||
Other income (expense), net
|
2,079
|
|
|
(266
|
)
|
|
2,059
|
|
|
(1,356
|
)
|
||||
Interest expense, net
|
(10,217
|
)
|
|
(14,851
|
)
|
|
(33,394
|
)
|
|
(40,916
|
)
|
||||
Income before provision for income taxes
|
$
|
23,178
|
|
|
$
|
23,607
|
|
|
$
|
73,418
|
|
|
$
|
154,100
|
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
$
|
889,350
|
|
|
$
|
897,280
|
|
|
$
|
2,882,091
|
|
|
$
|
2,930,644
|
|
Other revenues
|
4,556
|
|
|
5,173
|
|
|
14,575
|
|
|
16,801
|
|
||||
Total revenues
|
$
|
893,906
|
|
|
$
|
902,453
|
|
|
$
|
2,896,666
|
|
|
$
|
2,947,445
|
|
Restaurant-level operating margin
|
14.1
|
%
|
|
13.8
|
%
|
|
15.7
|
%
|
|
16.0
|
%
|
||||
Income from operations
|
61,905
|
|
|
63,476
|
|
|
$
|
268,754
|
|
|
$
|
287,936
|
|
||
Operating income margin
|
6.9
|
%
|
|
7.0
|
%
|
|
9.3
|
%
|
|
9.8
|
%
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||
For the period ending September 27, 2015
|
$
|
897.3
|
|
|
$
|
2,930.6
|
|
Change from:
|
|
|
|
||||
Comparable restaurant sales
|
(6.6
|
)
|
|
(42.9
|
)
|
||
Restaurant closings
|
(5.2
|
)
|
|
(17.6
|
)
|
||
Divestiture of Roy’s
|
—
|
|
|
(5.7
|
)
|
||
Restaurant openings
|
3.9
|
|
|
17.7
|
|
||
For the period ending September 25, 2016
|
$
|
889.4
|
|
|
$
|
2,882.1
|
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
$
|
109,456
|
|
|
$
|
122,851
|
|
|
$
|
347,286
|
|
|
$
|
377,056
|
|
Other revenues
|
2,025
|
|
|
1,417
|
|
|
4,211
|
|
|
3,876
|
|
||||
Total revenues
|
$
|
111,481
|
|
|
$
|
124,268
|
|
|
$
|
351,497
|
|
|
$
|
380,932
|
|
Restaurant-level operating margin
|
18.2
|
%
|
|
18.0
|
%
|
|
17.9
|
%
|
|
19.0
|
%
|
||||
Income (loss) from operations
|
$
|
8,277
|
|
|
$
|
9,770
|
|
|
$
|
(14,947
|
)
|
|
$
|
24,376
|
|
Operating income (loss) margin
|
7.4
|
%
|
|
7.9
|
%
|
|
(4.3
|
)%
|
|
6.4
|
%
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||
For the period ending September 27, 2015
|
$
|
122.9
|
|
|
$
|
377.1
|
|
Change from:
|
|
|
|
||||
Divestiture of Outback Steakhouse South Korea
|
(30.2
|
)
|
|
(37.8
|
)
|
||
Restaurant closings
|
(2.3
|
)
|
|
(7.8
|
)
|
||
Effect of foreign currency translation
|
(0.8
|
)
|
|
(45.3
|
)
|
||
Restaurant openings
|
14.8
|
|
|
49.2
|
|
||
Comparable restaurant sales
|
5.1
|
|
|
11.9
|
|
||
For the period ending September 25, 2016
|
$
|
109.5
|
|
|
$
|
347.3
|
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
COMPANY-OWNED RESTAURANT SALES
(dollars in millions)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
$
|
521
|
|
|
$
|
524
|
|
|
$
|
1,668
|
|
|
$
|
1,691
|
|
Carrabba’s Italian Grill
|
162
|
|
|
167
|
|
|
532
|
|
|
551
|
|
||||
Bonefish Grill
|
147
|
|
|
147
|
|
|
476
|
|
|
476
|
|
||||
Fleming’s Prime Steakhouse & Wine Bar
|
60
|
|
|
59
|
|
|
206
|
|
|
205
|
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Total
|
$
|
890
|
|
|
$
|
897
|
|
|
$
|
2,882
|
|
|
$
|
2,930
|
|
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse-Brazil
|
$
|
83
|
|
|
$
|
70
|
|
|
$
|
218
|
|
|
$
|
221
|
|
Outback Steakhouse-South Korea (1)
|
11
|
|
|
42
|
|
|
90
|
|
|
128
|
|
||||
Other
|
15
|
|
|
11
|
|
|
39
|
|
|
29
|
|
||||
Total
|
$
|
109
|
|
|
$
|
123
|
|
|
$
|
347
|
|
|
$
|
378
|
|
Total Company-owned restaurant sales
|
$
|
999
|
|
|
$
|
1,020
|
|
|
$
|
3,229
|
|
|
$
|
3,308
|
|
(1)
|
On July 25, 2016, we sold our restaurant locations in South Korea, converting all restaurants in that market to franchised locations.
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
FRANCHISE SALES (dollars in millions) (1)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
$
|
85
|
|
|
$
|
83
|
|
|
$
|
260
|
|
|
$
|
257
|
|
Carrabba's Italian Grill
|
3
|
|
|
3
|
|
|
9
|
|
|
6
|
|
||||
Bonefish Grill
|
3
|
|
|
3
|
|
|
10
|
|
|
9
|
|
||||
Total
|
91
|
|
|
89
|
|
|
279
|
|
|
272
|
|
||||
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse-South Korea (2)
|
30
|
|
|
—
|
|
|
30
|
|
|
—
|
|
||||
Other
|
28
|
|
|
30
|
|
|
84
|
|
|
88
|
|
||||
Total
|
58
|
|
|
30
|
|
|
114
|
|
|
88
|
|
||||
Total franchise sales (1)
|
$
|
149
|
|
|
$
|
119
|
|
|
$
|
393
|
|
|
$
|
360
|
|
Income from franchise sales (3)
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
14
|
|
|
$
|
13
|
|
(1)
|
Franchise sales are not included in Total revenues in the
Consolidated Statements of Operations and Comprehensive Income (Loss)
.
|
(2)
|
On July 25, 2016, we sold our restaurant locations in South Korea, converting all restaurants in that market to franchised locations.
|
(3)
|
Represents the franchise royalty income included in the
Consolidated Statements of Operations and Comprehensive Income (Loss)
in Other revenues.
|
|
THIRTEEN WEEKS ENDED
|
||||||||||
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
|
U.S. GAAP
|
|
ADJUSTED
|
|
U.S. GAAP
|
|
ADJUSTED (1)
|
||||
Restaurant sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
32.2
|
%
|
|
32.2
|
%
|
|
33.2
|
%
|
|
33.2
|
%
|
Labor and other related
|
29.0
|
%
|
|
29.0
|
%
|
|
28.1
|
%
|
|
28.4
|
%
|
Other restaurant operating
|
24.3
|
%
|
|
24.4
|
%
|
|
23.9
|
%
|
|
23.9
|
%
|
|
|
|
|
|
|
|
|
||||
Restaurant-level operating margin
|
14.4
|
%
|
|
14.4
|
%
|
|
14.8
|
%
|
|
14.5
|
%
|
|
|
|
|
|
|
|
|
||||
|
THIRTY-NINE WEEKS ENDED
|
||||||||||
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
|
U.S. GAAP
|
|
ADJUSTED (2)
|
|
U.S. GAAP
|
|
ADJUSTED (1)
|
||||
Restaurant sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
32.3
|
%
|
|
32.3
|
%
|
|
32.8
|
%
|
|
32.8
|
%
|
Labor and other related
|
28.6
|
%
|
|
28.6
|
%
|
|
27.6
|
%
|
|
27.7
|
%
|
Other restaurant operating
|
23.1
|
%
|
|
23.2
|
%
|
|
23.0
|
%
|
|
23.0
|
%
|
|
|
|
|
|
|
|
|
||||
Restaurant-level operating margin
|
16.0
|
%
|
|
15.9
|
%
|
|
16.6
|
%
|
|
16.5
|
%
|
(1)
|
Includes adjustments for payroll tax audit contingencies of $2.9 million and $5.6 million for the thirteen and thirty-nine weeks ended September 27, 2015, respectively, which were recorded in Labor and other related.
|
(2)
|
Includes adjustments, primarily the write-off of $1.9 million of deferred rent liabilities associated with the Bonefish Restructuring for the thirty-nine weeks ended September 25, 2016, which were recorded in Other restaurant operating.
|
|
THIRTEEN WEEKS ENDED
|
|
THIRTY-NINE WEEKS ENDED
|
||||||||||||
(in thousands, except per share data)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||||||
Income from operations
|
$
|
31,734
|
|
|
$
|
38,724
|
|
|
$
|
131,751
|
|
|
$
|
199,010
|
|
Operating income margin
|
3.2
|
%
|
|
3.8
|
%
|
|
4.1
|
%
|
|
6.0
|
%
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Asset impairments and related costs (1)
|
3,208
|
|
|
—
|
|
|
43,231
|
|
|
746
|
|
||||
Restaurant relocations, remodels and related costs (2)
|
1,808
|
|
|
1,872
|
|
|
3,572
|
|
|
3,163
|
|
||||
Transaction-related expenses (3)
|
1,047
|
|
|
750
|
|
|
1,513
|
|
|
1,065
|
|
||||
Purchased intangibles amortization (4)
|
1,032
|
|
|
1,047
|
|
|
2,841
|
|
|
3,453
|
|
||||
Severance (5)
|
—
|
|
|
—
|
|
|
1,872
|
|
|
—
|
|
||||
Restaurant impairments and closing costs (6)
|
(685
|
)
|
|
185
|
|
|
1,435
|
|
|
8,992
|
|
||||
Legal and contingent matters (7)
|
—
|
|
|
1,239
|
|
|
—
|
|
|
1,239
|
|
||||
Payroll tax audit contingency (8)
|
—
|
|
|
(2,916
|
)
|
|
—
|
|
|
(5,587
|
)
|
||||
Total income from operations adjustments
|
6,410
|
|
|
2,177
|
|
|
54,464
|
|
|
13,071
|
|
||||
Adjusted income from operations
|
$
|
38,144
|
|
|
$
|
40,901
|
|
|
$
|
186,215
|
|
|
$
|
212,081
|
|
Adjusted operating income margin
|
3.8
|
%
|
|
4.0
|
%
|
|
5.7
|
%
|
|
6.4
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Bloomin’ Brands
|
$
|
20,733
|
|
|
$
|
16,811
|
|
|
$
|
46,031
|
|
|
$
|
109,625
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Income from operations adjustments
|
6,410
|
|
|
2,177
|
|
|
54,464
|
|
|
13,071
|
|
||||
Loss on defeasance, extinguishment and modification of debt (9)
|
418
|
|
|
—
|
|
|
26,998
|
|
|
2,638
|
|
||||
(Gain) loss on disposal of business (10)
|
(2,084
|
)
|
|
298
|
|
|
(2,084
|
)
|
|
1,328
|
|
||||
Total adjustments, before income taxes
|
4,744
|
|
|
2,475
|
|
|
79,378
|
|
|
17,037
|
|
||||
Adjustment to provision for income taxes (8) (11)
|
(2,930
|
)
|
|
(665
|
)
|
|
(11,107
|
)
|
|
(3,245
|
)
|
||||
Net adjustments
|
1,814
|
|
|
1,810
|
|
|
68,271
|
|
|
13,792
|
|
||||
Adjusted net income
|
$
|
22,547
|
|
|
$
|
18,621
|
|
|
$
|
114,302
|
|
|
$
|
123,417
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share
|
$
|
0.18
|
|
|
$
|
0.13
|
|
|
$
|
0.40
|
|
|
$
|
0.87
|
|
Adjusted diluted earnings per share
|
$
|
0.20
|
|
|
$
|
0.15
|
|
|
$
|
0.98
|
|
|
$
|
0.97
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted weighted average common shares outstanding
|
112,430
|
|
|
124,733
|
|
|
116,516
|
|
|
126,610
|
|
(1)
|
Represents asset impairment charges and related costs associated with our Puerto Rico subsidiary and sale of Outback Steakhouse South Korea in 2016 and our Roy’s concept and corporate aircraft in 2015.
|
(2)
|
Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation and remodel programs.
|
(3)
|
Relates primarily to the following: (i) costs incurred with our sale-leaseback initiative in 2016 and 2015 and (ii) costs incurred with the secondary offering of our common stock in March 2015. For the thirty-nine weeks ended September 25, 2016, includes an adjustment of $0.3 million for amortization of deferred gains related to our sale-leaseback initiative from our second fiscal quarter. Subsequent to the second quarter, based on an ongoing review of our non-GAAP presentations, we determined not to adjust for this item on a prospective basis commencing with the thirteen weeks ended September 25, 2016. We do not consider this change material to the historical periods presented.
|
(4)
|
Represents intangible amortization recorded as a result of the acquisition of our Brazil operations.
|
(5)
|
Relates primarily to the following: (i) as a result of the relocation of our Fleming’s operations center to the corporate home office in 2016 and (ii) our organizational realignment in 2015.
|
(6)
|
Represents expenses incurred for the Bonefish Restructuring and the International and Domestic Restaurant Closure Initiatives.
|
(7)
|
Fees and expenses related to certain legal and contingent matters, including the Cardoza litigation.
|
(8)
|
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.
|
(9)
|
Relates to the amendment of the PRP Mortgage Loan in July 2016, defeasance of the 2012 CMBS loan in February 2016 and the refinancing of our Senior Secured Credit Facility in 2015.
|
(10)
|
Primarily relates to the sale of Outback Steakhouse South Korea in 2016 and Roy’s in 2015.
|
(11)
|
Represents income tax effect of the adjustments, on a jurisdiction basis, for the thirteen and thirty-nine weeks ended September 25, 2016 and September 27, 2015, respectively. Included in the adjustments for the thirteen weeks and thirty-nine weeks ended September 25, 2016 is ($1.1) million and $2.4 million, respectively, for taxes related to the Outback Steakhouse South Korea sale.
|
|
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
|
—
|
|
|
—
|
|
|
591,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
369,511
|
|
|
961,011
|
|
||||||||
2016 payments
|
(13,125
|
)
|
|
(6,562
|
)
|
|
(377,500
|
)
|
|
(289,588
|
)
|
|
(84,028
|
)
|
|
(85,353
|
)
|
|
(196,671
|
)
|
|
(1,052,827
|
)
|
||||||||
Balance as of
September 25, 2016 |
$
|
264,375
|
|
|
$
|
143,438
|
|
|
$
|
646,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
172,840
|
|
|
$
|
1,226,653
|
|
|
INTEREST RATE
SEPTEMBER 25, 2016 |
|
ORIGINAL FACILITY
|
|
PRINCIPAL MATURITY DATE
|
|
OUTSTANDING
|
|||||||||
(dollars in thousands)
|
|
|
|
SEPTEMBER 25, 2016
|
|
DECEMBER 27, 2015
|
||||||||||
Term loan A, net of discount of $1.4 million (1)
|
2.51
|
%
|
|
$
|
300,000
|
|
|
May 2019
|
|
$
|
264,375
|
|
|
$
|
277,500
|
|
Term loan A-1
|
2.45
|
%
|
|
150,000
|
|
|
May 2019
|
|
143,438
|
|
|
150,000
|
|
|||
Revolving credit facility (1)
|
2.48
|
%
|
|
825,000
|
|
|
May 2019
|
|
646,000
|
|
|
432,000
|
|
|||
Total Senior Secured Credit Facility
|
|
|
$
|
1,275,000
|
|
|
|
|
$
|
1,053,813
|
|
|
$
|
859,500
|
|
|
PRP Mortgage Loan (2)
|
2.96
|
%
|
|
$
|
369,512
|
|
|
February 2018
|
|
$
|
172,840
|
|
|
$
|
—
|
|
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
|
|
|
$
|
2,144,512
|
|
|
|
|
$
|
1,226,653
|
|
|
$
|
1,318,469
|
|
(1)
|
Represents the weighted-average interest rate.
|
(2)
|
During the
thirteen weeks ended September 25, 2016
, PRP entered into an amendment to its existing PRP Mortgage Loan. See Note
9
-
Long-term Debt, Net
for further discussion.
|
|
THIRTY-NINE WEEKS ENDED
|
||||||
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
SEPTEMBER 27, 2015
|
||||
Net cash provided by operating activities
|
$
|
223,556
|
|
|
$
|
247,294
|
|
Net cash provided by (used in) investing activities
|
176,140
|
|
|
(134,938
|
)
|
||
Net cash used in financing activities
|
(445,809
|
)
|
|
(134,226
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
5,250
|
|
|
(8,284
|
)
|
||
Net decrease in cash and cash equivalents
|
$
|
(40,863
|
)
|
|
$
|
(30,154
|
)
|
(dollars in thousands)
|
SEPTEMBER 25, 2016
|
|
DECEMBER 27, 2015
|
||||
Current assets
|
$
|
250,354
|
|
|
$
|
418,644
|
|
Current liabilities
|
674,006
|
|
|
814,166
|
|
||
Working capital (deficit)
|
$
|
(423,652
|
)
|
|
$
|
(395,522
|
)
|
(dollars in thousands)
|
DIVIDENDS PAID
|
|
SHARE REPURCHASES
|
|
TAXES RELATED TO SETTLEMENT OF EQUITY AWARDS
|
|
TOTAL
|
||||||||
Fiscal year 2015
|
$
|
29,332
|
|
|
$
|
169,999
|
|
|
$
|
770
|
|
|
$
|
200,101
|
|
Thirteen weeks ended March 27, 2016
|
8,238
|
|
|
75,000
|
|
|
176
|
|
|
83,414
|
|
||||
Thirteen weeks ended June 26, 2016
|
7,978
|
|
|
64,892
|
|
|
153
|
|
|
73,023
|
|
||||
Thirteen weeks ended September 25, 2016
|
7,765
|
|
|
135,000
|
|
|
70
|
|
|
142,835
|
|
||||
Total
|
$
|
53,313
|
|
|
$
|
444,891
|
|
|
$
|
1,169
|
|
|
$
|
499,373
|
|
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)
|
||||||
June 27, 2016 through July 24, 2016
|
|
344
|
|
|
$
|
18.00
|
|
|
—
|
|
|
$
|
110,108,046
|
|
July 25, 2016 through August 21, 2016
|
|
3,054,599
|
|
|
$
|
18.68
|
|
|
3,054,481
|
|
|
$
|
242,927,436
|
|
August 22, 2016 through September 25, 2016
|
|
4,004,736
|
|
|
$
|
19.47
|
|
|
4,001,596
|
|
|
$
|
165,000,032
|
|
Total
|
|
7,059,679
|
|
|
|
|
7,056,077
|
|
|
|
|
(1)
|
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”). The July 2016 Share Repurchase Program will expire on
January 26, 2018
. Common shares repurchased during the
thirteen weeks ended September 25, 2016
represented shares repurchased under the July 2016 Share Repurchase Program and 3,602 shares withheld for tax payments due upon vesting of employee restricted stock awards.
|
EXHIBIT
NUMBER |
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE |
|
|
|
|
|
10.1
|
|
First Amendment to Loan Agreement, dated July 27, 2016, between New Private Restaurant Properties, LLC as borrower, and Wells Fargo Bank, National Association, as lender.
1
|
|
Filed herewith
|
|
|
|
|
|
10.2*
|
|
Employment Offer Letter Agreement, dated as of July 29, 2016, between Bloomin’ Brands, Inc. and Gregg Scarlett
|
|
Filed herewith
|
|
|
|
|
|
10.3*
|
|
Employment Offer Letter Agreement, dated as of July 29, 2016, between Bloomin’ Brands, Inc. and David Schmidt
|
|
Filed herewith
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial and Administrative Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
2
|
|
Filed herewith
|
|
|
|
|
|
32.2
|
|
Certification of Chief Financial and Administrative Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
2
|
|
Filed herewith
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
Date:
|
November 2, 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)
|
“(d)
|
if after the end of the twelfth (12th) full calendar month of the Initial Term beginning with the first (1st) day of the thirteenth (13th) full calendar month thereof the then Outstanding Loan Balance exceeds the following maximum thresholds (“
Maximum Threshold
”); provided, however, if the Extension Option is not exercised, the then Outstanding Loan Balance and all other amounts then due and payable hereunder and under the other Loan Documents shall be payable
|
Months 13-18:
|
$219,942,600.00
|
Months 19-24:
|
$160,000,000.00
|
Months 25-30:
|
$110,000,000.00
|
Months 31-35:
|
$60,000,000.00
|
Maturity
|
$0.00
|
|
|
BORROWER:
|
||
|
|
|
NEW PRIVATE RESTAURANT PROPERTIES, LLC,
a Delaware limited liability company |
||
|
|
|
By:
|
/s/ Michael A’Hearn
|
|
Name:
|
Michael A’Hearn
|
|
Title:
|
Vice President and Treasurer
|
|
LENDER:
|
|
||||
|
|
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
|
|
||||
|
|
|
|
|
|
By:
|
/s/ Stephen Leon
|
|
|||
Name:
|
Stephen Leon
|
|
|||
Title:
|
Managing Director
|
|
GUARANTOR:
|
|
|||
|
|
|
|
|
OSI HOLDCO I, INC., a Delaware corporation
|
|
|||
|
|
|
|
|
By:
|
/s/ Kelly B. Lefferts
|
|
||
Name:
|
Kelly B. Lefferts
|
|
||
Title:
|
Assistant Secretary
|
|
Unit #
|
Brand
|
Address
|
City
|
ST
|
Allocated Loan Amount
|
1264
|
OBS
|
2925 Ross Clark Drive
|
Dothan
|
AL
|
[***]
|
0314
|
OBS
|
1650 South Clearview
|
Mesa
|
AZ
|
[***]
|
0325
|
OBS
|
99 South Highway 92
|
Sierra Vista
|
AZ
|
[***]
|
0326
|
OBS
|
1860 E. McKellips Road
|
Mesa
|
AZ
|
[***]
|
5301
|
CIG
|
1740 South Clearview
|
Mesa
|
AZ
|
[***]
|
1001
|
CIG
|
12990 S. Cleveland Avenue
|
Fort Myers
|
FL
|
[***]
|
1002
|
CIG
|
4320 N. Tamiami Trail
|
Naples
|
FL
|
[***]
|
1008
|
CIG
|
2700 SE Federal Highway
|
Stuart
|
FL
|
[***]
|
1022
|
OBS
|
3215 SW College Road
|
Ocala
|
FL
|
[***]
|
1023
|
OBS
|
11308 N. 56th Street
|
Temple Terrace
|
FL
|
[***]
|
1025
|
OBS
|
170 Cypress Gardens Blvd.
|
Winter Haven
|
FL
|
[***]
|
1028
|
OBS
|
4905 Commerical Way
|
Spring Hill
|
FL
|
[***]
|
1029
|
OBS
|
5710 Oakley Boulevard
|
Wesley Chapel
|
FL
|
[***]
|
1030
|
OBS
|
9773 San Jose Boulevard
|
Jacksonville
|
FL
|
[***]
|
1033
|
OBS
|
1775 Wells Road
|
Orange Park
|
FL
|
[***]
|
1036
|
OBS
|
861 W. 23rd Street
|
Panama City
|
FL
|
[***]
|
1061
|
OBS
|
180 Hickman Drive
|
Sanford
|
FL
|
[***]
|
1063
|
OBS
|
9600 U.S. Highway 441
|
Leesburg
|
FL
|
[***]
|
2001
|
FPS
|
4322 W. Boy Scout Blvd.
|
Tampa
|
FL
|
[***]
|
2015
|
OBS
|
2225 Highway 44 West
|
Inverness
|
FL
|
[***]
|
6006
|
CIG
|
2501 University Drive
|
Coral Springs
|
FL
|
[***]
|
6007
|
CIG
|
60 Palmetto Avenue
|
Merritt Island
|
FL
|
[***]
|
6013
|
CIG
|
4829 S. Florida Avenue
|
Lakeland
|
FL
|
[***]
|
6020
|
CIG
|
3530 Tyrone Boulevard
|
Saint Petersburg
|
FL
|
[***]
|
Unit #
|
Brand
|
Address
|
City
|
ST
|
Allocated Loan Amount
|
6029
|
CIG
|
1285 US Highway 1
|
Vero Beach
|
FL
|
[***]
|
6035
|
CIG
|
910 3rd Street SW
|
Winter Haven
|
FL
|
[***]
|
2014/6052
|
OBS/CIG
|
1203-1205 Townsgate Court
|
Plant City
|
FL
|
[***]
|
2017/6048
|
OBS/CIG
|
11902-11950 Sheldon Road
|
Tampa
|
FL
|
[***]
|
1101
|
CIG
|
3913 River Place Drive
|
Macon
|
GA
|
[***]
|
1102
|
CIG
|
1160 Ernest Barrett Pkwy.
|
Kennesaw
|
GA
|
[***]
|
1108
|
CIG
|
1887 Mount Zion Road
|
Morrow
|
GA
|
[***]
|
1119
|
OBS
|
810 Ernest Barrett Pkwy.
|
Kennesaw
|
GA
|
[***]
|
1125
|
OBS
|
3 Reinhardt College Pkwy.
|
Canton
|
GA
|
[***]
|
1134
|
OBS
|
823 N. Westover Boulevard
|
Albany
|
GA
|
[***]
|
1135
|
OBS
|
1824 Club House Drive
|
Valdosta
|
GA
|
[***]
|
1611
|
OBS
|
3939 1st Avenue SE
|
Cedar Rapids
|
IA
|
[***]
|
1414
|
OBS
|
2855 W. Ogden Avenue
|
Naperville
|
IL
|
[***]
|
1416
|
OBS
|
15608 S. Harlem Avenue
|
Orland Park
|
IL
|
[***]
|
1418
|
OBS
|
6007 E. State Street
|
Rockford
|
IL
|
[***]
|
1516
|
OBS
|
3201 W. 3rd Street
|
Bloomington
|
IN
|
[***]
|
1520
|
OBS
|
2315 Post Drive
|
Indianapolis
|
IN
|
[***]
|
1521
|
OBS
|
3730 S. Reed Road
|
Kokomo
|
IN
|
[***]
|
1813
|
OBS
|
6520 Signature Drive
|
Louisville
|
KY
|
[***]
|
1851
|
OBS
|
3260 Scottsville Road
|
Bowling Green
|
KY
|
[***]
|
1961
|
OBS
|
2715 Village Lane
|
Bossier City
|
LA
|
[***]
|
6903
|
CIG
|
2010 Kaliste Saloom Road
|
Lafayette
|
LA
|
[***]
|
2139
|
OBS
|
4420 Long Gate Parkway
|
Ellicott City
|
MD
|
[***]
|
7101
|
CIG
|
4430 Long Gate Parkway
|
Ellicott City
|
MD
|
[***]
|
2315
|
OBS
|
3650 28th Street SE
|
Kentwood
|
MI
|
[***]
|
2320
|
OBS
|
1515 W. 14 Mile Road
|
Madison Heights
|
MI
|
[***]
|
2321
|
OBS
|
1501 Boardman Road
|
Jackson
|
MI
|
[***]
|
Unit #
|
Brand
|
Address
|
City
|
ST
|
Allocated Loan Amount
|
2325
|
OBS
|
6435 Dixie Highway
|
Clarkston
|
MI
|
[***]
|
2326
|
OBS
|
7873 Conference Center Dr
|
Brighton
|
MI
|
[***]
|
2411
|
OBS
|
8880 Springbrook Drive NW
|
Coon Rapids
|
MN
|
[***]
|
2619
|
OBS
|
3110 E. 36th Street
|
Joplin
|
MO
|
[***]
|
3402
|
CIG
|
10408 E Independence Blvd
|
Matthews
|
NC
|
[***]
|
3420
|
CIG
|
4821 Capital Boulevard
|
Raleigh
|
NC
|
[***]
|
3448
|
OBS
|
501 N. New Hope Road
|
Gastonia
|
NC
|
[***]
|
3458
|
OBS
|
8280 Valley Boulevard
|
Blowing Rock
|
NC
|
[***]
|
3460
|
OBS
|
250 Mitchelle Drive
|
Hendersonville
|
NC
|
[***]
|
3102
|
CIG
|
500 Route 38 East
|
Maple Shade
|
NJ
|
[***]
|
3110
|
OBS
|
230 Lake Drive East
|
Cherry Hill
|
NJ
|
[***]
|
3114
|
OBS
|
1397 U.S. Route 9 North
|
Old Bridge
|
NJ
|
[***]
|
3214
|
OBS
|
8671 W. Sahara Avenue
|
Las Vegas
|
NV
|
[***]
|
3217
|
OBS
|
2625 W. Craig Road
|
North Las Vegas
|
NV
|
[***]
|
3220
|
OBS
|
7380 S. Las Vegas Blvd.
|
Las Vegas
|
NV
|
[***]
|
3633
|
OBS
|
6950 Ridge Road
|
Parma
|
OH
|
[***]
|
3662
|
OBS
|
930 Interstate Drive
|
Findlay
|
OH
|
[***]
|
3915
|
OBS
|
3527 N. Union Deposit Rd.
|
Harrisburg
|
PA
|
[***]
|
3951
|
OBS
|
9395 McKnight Road
|
Pittsburgh
|
PA
|
[***]
|
3952
|
OBS
|
100 Sheraton Drive
|
Altoona
|
PA
|
[***]
|
3917/8908
|
OBS/CIG
|
100 North Pointe Blvd.
|
Lancaster
|
PA
|
[***]
|
4117
|
OBS
|
110 Interstate Boulevard
|
Anderson
|
SC
|
[***]
|
4318
|
OBS
|
1390 Interstate Drive
|
Cookeville
|
TN
|
[***]
|
4319
|
OBS
|
2790 Wilma Rudolph Blvd.
|
Clarksville
|
TN
|
[***]
|
4324
|
OBS
|
1125 Franklin Road
|
Lebanon
|
TN
|
[***]
|
4350
|
OBS
|
536 Paul Huff Parkway
|
Cleveland
|
TN
|
[***]
|
9301
|
CIG
|
324 N. Peter's Road
|
Knoxville
|
TN
|
[***]
|
Unit #
|
Brand
|
Address
|
City
|
ST
|
Allocated Loan Amount
|
4401
|
CIG
|
11339 Katy Freeway
|
Houston
|
TX
|
[***]
|
4403
|
CIG
|
11590 Research Boulevard
|
Austin
|
TX
|
[***]
|
4404
|
CIG
|
2335 Highway 6
|
Sugar Land
|
TX
|
[***]
|
4405
|
CIG
|
12507 W. Interstate 10
|
San Antonio
|
TX
|
[***]
|
4406
|
CIG
|
25665 Interstate 45 North
|
The Woodlands
|
TX
|
[***]
|
4418
|
OBS
|
2102 South Texas Avenue
|
College Station
|
TX
|
[***]
|
4422
|
OBS
|
11600 Research Boulevard
|
Austin
|
TX
|
[***]
|
4424
|
OBS
|
2060 I-10 South
|
Beaumont
|
TX
|
[***]
|
4429
|
OBS
|
4205 South IH 35
|
San Marcos
|
TX
|
[***]
|
4454
|
OBS
|
3903 Towne Crossing Blvd.
|
Mesquite
|
TX
|
[***]
|
4461
|
OBS
|
2211 S. Stemmons Freeway
|
Lewisville
|
TX
|
[***]
|
4462
|
OBS
|
2314 W. Loop 250 North
|
Midland
|
TX
|
[***]
|
4463
|
OBS
|
7101 W. Interstate Hwy 40
|
Amarillo
|
TX
|
[***]
|
4464
|
OBS
|
4015 South Loop 289
|
Lubbock
|
TX
|
[***]
|
4466
|
OBS
|
300 South I-35 East
|
Denton
|
TX
|
[***]
|
4467
|
OBS
|
501 East Loop 281
|
Longview
|
TX
|
[***]
|
4469
|
OBS
|
2701 E. Central Texas Expwy
|
Killeen
|
TX
|
[***]
|
4470
|
OBS
|
11875 Gateway West
|
El Paso
|
TX
|
[***]
|
4473
|
OBS
|
4505 Sherwood Way
|
San Angelo
|
TX
|
[***]
|
4474
|
OBS
|
4142 Ridgemont Drive
|
Abilene
|
TX
|
[***]
|
4478
|
OBS
|
13265 South Freeway
|
Fort Worth
|
TX
|
[***]
|
4716
|
OBS
|
7917 W. Broad Street
|
Richmond
|
VA
|
[***]
|
4717
|
OBS
|
1101 Seminole Trail
|
Charlottesville
|
VA
|
[***]
|
4724
|
OBS
|
261 University Boulevard
|
Harrisonburg
|
VA
|
[***]
|
4762
|
OBS
|
3121 Albert Lankford Dr.
|
Lynchburg
|
VA
|
[***]
|
4813
|
OBS
|
311 Hampton Court
|
Onalaska
|
WI
|
[***]
|
4961
|
OBS
|
111 Hylton Lane
|
Beckley
|
WV
|
[***]
|
|
|
EXHIBIT 10.2
|
•
|
Medical Benefits Plan
|
•
|
Annual Executive Medical Check-Up
|
•
|
Salaried Short-Term Disability Insurance
|
•
|
Salaried Long-Term Disability Insurance
|
•
|
Company Paid Group Term Life Insurance
|
•
|
Company Paid Accidental Death and Dismemberment
|
•
|
Dental Benefits Plan
|
•
|
Vision Benefits Plan
|
•
|
Non-Qualified Deferred Compensation Plan
|
•
|
Comp Meal Benefit Program
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gregg Scarlett
|
|
08/03/16
|
Gregg Scarlett
|
|
Date
|
|
|
|
|
|
EXHIBIT 10.3
|
•
|
Medical Benefits Plan
|
•
|
Annual Executive Medical Check-Up
|
•
|
Salaried Short-Term Disability Insurance
|
•
|
Salaried Long-Term Disability Insurance
|
•
|
Company Paid Group Term Life Insurance
|
•
|
Company Paid Accidental Death and Dismemberment
|
•
|
Dental Benefits Plan
|
•
|
Vision Benefits Plan
|
•
|
Non-Qualified Deferred Compensation Plan
|
•
|
Comp Meal Benefit Program
|
/s/ David Schmidt
|
|
7/29/2016
|
David Schmidt
|
|
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:
|
November 2, 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:
|
(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:
|
November 2, 2016
|
/s/ David J. Deno
|
|
|
David J. Deno
|
|
|
Executive Vice President and Chief Financial and Administrative Officer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report.
|
Date:
|
November 2, 2016
|
/s/ Elizabeth A. Smith
|
|
|
Elizabeth A. Smith
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report.
|
Date:
|
November 2, 2016
|
/s/ David J. Deno
|
|
|
David J. Deno
|
|
|
Executive Vice President and Chief Financial and Administrative Officer
(Principal Financial Officer)
|