|
|
|
|
|
(Mark One)
|
|
[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended March 26, 2017
|
|
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)
|
|
(IRS Employer Identification No.)
|
|
|
|
|
|
|
Page No.
|
|
|
|
|
Item 1.
|
||
|
|
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||
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|
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|
||
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||
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||
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Item 2.
|
||
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Item 3.
|
||
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Item 4.
|
||
|
|
|
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|
|
Item 1.
|
||
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|
|
Item 1A.
|
||
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|
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Item 2.
|
||
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|
|
Item 6.
|
||
|
|
|
|
|
MARCH 26, 2017
|
|
DECEMBER 25, 2016
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
98,383
|
|
|
$
|
127,176
|
|
Current portion of restricted cash and cash equivalents
|
805
|
|
|
7,886
|
|
||
Inventories
|
52,262
|
|
|
65,231
|
|
||
Other current assets, net
|
89,850
|
|
|
190,226
|
|
||
Total current assets
|
241,300
|
|
|
390,519
|
|
||
Restricted cash
|
—
|
|
|
1,124
|
|
||
Long-term portion of assets held for sale
|
36,402
|
|
|
803
|
|
||
Property, fixtures and equipment, net
|
1,194,969
|
|
|
1,237,148
|
|
||
Goodwill
|
316,498
|
|
|
310,055
|
|
||
Intangible assets, net
|
535,313
|
|
|
535,523
|
|
||
Deferred income tax assets
|
56,104
|
|
|
38,764
|
|
||
Other assets, net
|
130,390
|
|
|
128,343
|
|
||
Total assets
|
$
|
2,510,976
|
|
|
$
|
2,642,279
|
|
|
|
|
|
||||
|
(CONTINUED...)
|
|
|
MARCH 26, 2017
|
|
DECEMBER 25, 2016
|
||||
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
197,629
|
|
|
$
|
195,371
|
|
Accrued and other current liabilities
|
216,322
|
|
|
204,415
|
|
||
Unearned revenue
|
284,081
|
|
|
388,543
|
|
||
Current portion of long-term debt
|
48,756
|
|
|
35,079
|
|
||
Total current liabilities
|
746,788
|
|
|
823,408
|
|
||
Deferred rent
|
146,882
|
|
|
151,130
|
|
||
Deferred income tax liabilities
|
17,407
|
|
|
16,709
|
|
||
Long-term liabilities held for sale
|
12,792
|
|
|
—
|
|
||
Long-term debt, net
|
953,620
|
|
|
1,054,406
|
|
||
Deferred gain on sale-leaseback transactions, net
|
186,131
|
|
|
181,696
|
|
||
Other long-term liabilities, net
|
227,711
|
|
|
219,030
|
|
||
Total liabilities
|
2,291,331
|
|
|
2,446,379
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
Mezzanine Equity
|
|
|
|
||||
Redeemable noncontrolling interests
|
497
|
|
|
547
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Bloomin’ Brands Stockholders’ Equity
|
|
|
|
||||
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of March 26, 2017 and December 25, 2016
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 475,000,000 shares authorized; 101,480,260 and 103,922,110 shares issued and outstanding as of March 26, 2017 and December 25, 2016, respectively
|
1,015
|
|
|
1,039
|
|
||
Additional paid-in capital
|
1,077,473
|
|
|
1,079,583
|
|
||
Accumulated deficit
|
(781,673
|
)
|
|
(786,780
|
)
|
||
Accumulated other comprehensive loss
|
(89,681
|
)
|
|
(111,143
|
)
|
||
Total Bloomin’ Brands stockholders’ equity
|
207,134
|
|
|
182,699
|
|
||
Noncontrolling interests
|
12,014
|
|
|
12,654
|
|
||
Total stockholders’ equity
|
219,148
|
|
|
195,353
|
|
||
Total liabilities, mezzanine equity and stockholders’ equity
|
$
|
2,510,976
|
|
|
$
|
2,642,279
|
|
|
|||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
THIRTEEN WEEKS ENDED
|
||||||
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Revenues
|
|
|
|
||||
Restaurant sales
|
$
|
1,135,488
|
|
|
$
|
1,158,052
|
|
Franchise and other revenues
|
8,335
|
|
|
6,136
|
|
||
Total revenues
|
1,143,823
|
|
|
1,164,188
|
|
||
Costs and expenses
|
|
|
|
|
|||
Cost of sales
|
364,748
|
|
|
375,288
|
|
||
Labor and other related
|
324,398
|
|
|
322,805
|
|
||
Other restaurant operating
|
247,940
|
|
|
253,571
|
|
||
Depreciation and amortization
|
46,590
|
|
|
47,651
|
|
||
General and administrative
|
71,941
|
|
|
75,025
|
|
||
Provision for impaired assets and restaurant closings
|
19,076
|
|
|
3,164
|
|
||
Total costs and expenses
|
1,074,693
|
|
|
1,077,504
|
|
||
Income from operations
|
69,130
|
|
|
86,684
|
|
||
Loss on defeasance, extinguishment and modification of debt
|
—
|
|
|
(26,580
|
)
|
||
Other expense, net
|
(51
|
)
|
|
(19
|
)
|
||
Interest expense, net
|
(9,141
|
)
|
|
(12,875
|
)
|
||
Income before provision for income taxes
|
59,938
|
|
|
47,210
|
|
||
Provision for income taxes
|
15,015
|
|
|
11,327
|
|
||
Net income
|
44,923
|
|
|
35,883
|
|
||
Less: net income attributable to noncontrolling interests
|
1,013
|
|
|
1,408
|
|
||
Net income attributable to Bloomin’ Brands
|
$
|
43,910
|
|
|
$
|
34,475
|
|
|
|
|
|
||||
Net income
|
$
|
44,923
|
|
|
$
|
35,883
|
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustment
|
20,489
|
|
|
(7,285
|
)
|
||
Unrealized gain (loss) on derivatives, net of tax
|
101
|
|
|
(2,735
|
)
|
||
Reclassification of adjustment for loss on derivatives included in Net income, net of tax
|
784
|
|
|
988
|
|
||
Comprehensive income
|
66,297
|
|
|
26,851
|
|
||
Less: comprehensive income attributable to noncontrolling interests
|
925
|
|
|
2,106
|
|
||
Comprehensive income attributable to Bloomin’ Brands
|
$
|
65,372
|
|
|
$
|
24,745
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.43
|
|
|
$
|
0.29
|
|
Diluted
|
$
|
0.41
|
|
|
$
|
0.29
|
|
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
103,074
|
|
|
117,930
|
|
||
Diluted
|
106,413
|
|
|
120,776
|
|
||
|
|
|
|
||||
Cash dividends declared per common share
|
$
|
0.08
|
|
|
$
|
0.07
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|||||||||||||||||||||
|
COMMON STOCK
|
|
ADDITIONAL
PAID-IN CAPITAL |
|
ACCUM-ULATED
DEFICIT |
|
ACCUMULATED
OTHER COMPREHENSIVE LOSS |
|
NON-
CONTROLLING INTERESTS |
|
TOTAL
|
|||||||||||||||
|
SHARES
|
|
AMOUNT
|
|
|
|
|
|
||||||||||||||||||
Balance, December 25, 2016
|
103,922
|
|
|
$
|
1,039
|
|
|
$
|
1,079,583
|
|
|
$
|
(786,780
|
)
|
|
$
|
(111,143
|
)
|
|
$
|
12,654
|
|
|
$
|
195,353
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
43,910
|
|
|
—
|
|
|
1,068
|
|
|
44,978
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,462
|
|
|
(93
|
)
|
|
21,369
|
|
||||||
Cash dividends declared, $0.08 per common share
|
—
|
|
|
—
|
|
|
(8,254
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,254
|
)
|
||||||
Repurchase and retirement of common stock
|
(2,887
|
)
|
|
(29
|
)
|
|
—
|
|
|
(53,024
|
)
|
|
—
|
|
|
—
|
|
|
(53,053
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
5,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,990
|
|
||||||
Common stock issued under stock plans (1)
|
445
|
|
|
5
|
|
|
225
|
|
|
(143
|
)
|
|
—
|
|
|
—
|
|
|
87
|
|
||||||
Purchase of noncontrolling interests, net of tax of $45
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
59
|
|
|
(12
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,013
|
)
|
|
(2,013
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
339
|
|
|
339
|
|
||||||
Cumulative-effect from a change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
14,364
|
|
|
—
|
|
|
—
|
|
|
14,364
|
|
||||||
Balance, March 26, 2017
|
101,480
|
|
|
$
|
1,015
|
|
|
$
|
1,077,473
|
|
|
$
|
(781,673
|
)
|
|
$
|
(89,681
|
)
|
|
$
|
12,014
|
|
|
$
|
219,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(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 27, 2015
|
119,215
|
|
|
$
|
1,192
|
|
|
$
|
1,072,861
|
|
|
$
|
(518,360
|
)
|
|
$
|
(147,367
|
)
|
|
$
|
13,574
|
|
|
$
|
421,900
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
34,475
|
|
|
—
|
|
|
1,097
|
|
|
35,572
|
|
||||||
Other comprehensive (loss) income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,730
|
)
|
|
6
|
|
|
(9,724
|
)
|
||||||
Cash dividends declared, $0.07 per common share
|
—
|
|
|
—
|
|
|
(8,238
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,238
|
)
|
||||||
Repurchase and retirement of common stock
|
(4,399
|
)
|
|
(44
|
)
|
|
—
|
|
|
(74,956
|
)
|
|
—
|
|
|
—
|
|
|
(75,000
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
|
|
|
5,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,890
|
|
||||||
Tax shortfall from stock-based compensation
|
—
|
|
|
—
|
|
|
(838
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(838
|
)
|
||||||
Common stock issued under stock plans (1)
|
209
|
|
|
2
|
|
|
(1,103
|
)
|
|
(176
|
)
|
|
—
|
|
|
—
|
|
|
(1,277
|
)
|
||||||
Purchase of noncontrolling interests, net of tax of $522
|
—
|
|
|
—
|
|
|
538
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|
702
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,025
|
)
|
|
(2,025
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
240
|
|
|
240
|
|
||||||
Balance, March 27, 2016
|
115,025
|
|
|
$
|
1,150
|
|
|
$
|
1,069,110
|
|
|
$
|
(559,017
|
)
|
|
$
|
(157,097
|
)
|
|
$
|
13,056
|
|
|
$
|
367,202
|
|
(1)
|
Net of forfeitures and shares withheld for employee taxes.
|
|
THIRTEEN WEEKS ENDED
|
||||||
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Cash flows provided by operating activities:
|
|
|
|
||||
Net income
|
$
|
44,923
|
|
|
$
|
35,883
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
46,590
|
|
|
47,651
|
|
||
Amortization of deferred discounts and issuance costs
|
1,004
|
|
|
1,315
|
|
||
Amortization of deferred gift card sales commissions
|
7,902
|
|
|
9,633
|
|
||
Provision for impaired assets and restaurant closings
|
19,076
|
|
|
3,164
|
|
||
Stock-based and other non-cash compensation expense
|
6,672
|
|
|
4,561
|
|
||
Deferred income tax (benefit) expense
|
(794
|
)
|
|
234
|
|
||
Loss on defeasance, extinguishment and modification of debt
|
—
|
|
|
26,580
|
|
||
Recognition of deferred gain on sale-leaseback transactions
|
(2,897
|
)
|
|
(551
|
)
|
||
Excess tax benefit from stock-based compensation
|
—
|
|
|
(81
|
)
|
||
Other non-cash items, net
|
683
|
|
|
(1,659
|
)
|
||
Change in assets and liabilities:
|
|
|
|
|
|
||
Decrease in inventories
|
11,747
|
|
|
5,806
|
|
||
Decrease in other current assets
|
96,930
|
|
|
95,746
|
|
||
(Increase) decrease in other assets
|
(1,328
|
)
|
|
2,424
|
|
||
Increase in accounts payable and accrued and other current liabilities
|
10,493
|
|
|
1,818
|
|
||
(Decrease) increase in deferred rent
|
(1,150
|
)
|
|
6,452
|
|
||
Decrease in unearned revenue
|
(104,519
|
)
|
|
(102,963
|
)
|
||
Increase (decrease) in other long-term liabilities
|
865
|
|
|
(5,288
|
)
|
||
Net cash provided by operating activities
|
136,197
|
|
|
130,725
|
|
||
Cash flows used in investing activities:
|
|
|
|
|
|
||
Proceeds from disposal of property, fixtures and equipment
|
3
|
|
|
2
|
|
||
Proceeds from sale-leaseback transactions, net
|
38,776
|
|
|
8,459
|
|
||
Capital expenditures
|
(58,237
|
)
|
|
(43,566
|
)
|
||
Decrease in restricted cash
|
14,079
|
|
|
29,457
|
|
||
Increase in restricted cash
|
(5,873
|
)
|
|
(10,128
|
)
|
||
Other investments, net
|
(1,123
|
)
|
|
(2,777
|
)
|
||
Net cash used in investing activities
|
$
|
(12,375
|
)
|
|
$
|
(18,553
|
)
|
|
|
|
|
||||
|
(CONTINUED...)
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Cash flows used in financing activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt, net
|
$
|
—
|
|
|
$
|
294,699
|
|
Defeasance, extinguishment and modification of debt
|
—
|
|
|
(478,906
|
)
|
||
Repayments of long-term debt
|
(42,878
|
)
|
|
(9,991
|
)
|
||
Proceeds from borrowings on revolving credit facilities, net
|
115,500
|
|
|
308,500
|
|
||
Repayments of borrowings on revolving credit facilities
|
(160,500
|
)
|
|
(133,000
|
)
|
||
Proceeds from failed sale-leaseback transactions, net
|
5,942
|
|
|
—
|
|
||
Proceeds (payment of taxes) from the exercise of share-based compensation
|
230
|
|
|
(1,101
|
)
|
||
Distributions to noncontrolling interests
|
(2,013
|
)
|
|
(2,025
|
)
|
||
Contributions from noncontrolling interests
|
339
|
|
|
326
|
|
||
Purchase of limited partnership and noncontrolling interests
|
(3,158
|
)
|
|
(4,828
|
)
|
||
Repayments of partner deposits and accrued partner obligations
|
(6,367
|
)
|
|
(4,975
|
)
|
||
Repurchase of common stock
|
(53,196
|
)
|
|
(75,176
|
)
|
||
Excess tax benefit from stock-based compensation
|
—
|
|
|
81
|
|
||
Cash dividends paid on common stock
|
(8,254
|
)
|
|
(8,238
|
)
|
||
Net cash used in financing activities
|
(154,355
|
)
|
|
(114,634
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,740
|
|
|
(1,041
|
)
|
||
Net decrease in cash and cash equivalents
|
(28,793
|
)
|
|
(3,503
|
)
|
||
Cash and cash equivalents as of the beginning of the period
|
127,176
|
|
|
132,337
|
|
||
Cash and cash equivalents as of the end of the period
|
$
|
98,383
|
|
|
$
|
128,834
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
8,334
|
|
|
$
|
13,050
|
|
Cash paid for income taxes, net of refunds
|
4,906
|
|
|
3,551
|
|
||
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
|
$
|
(4,139
|
)
|
|
$
|
7,669
|
|
Purchase of noncontrolling interest included in accrued and other current liabilities
|
—
|
|
|
(2,249
|
)
|
(dollars in thousands)
|
MARCH 26, 2017
|
||
Assets
|
|
||
Current assets, net
|
$
|
1,704
|
|
Property, fixtures and equipment, net
|
31,774
|
|
|
Goodwill
|
1,677
|
|
|
Other assets, net
|
2,143
|
|
|
Total assets (1)
|
$
|
37,298
|
|
|
|
||
Liabilities
|
|
||
Accrued and other current liabilities
|
$
|
217
|
|
Deferred rent
|
3,230
|
|
|
Long-term debt, net (2)
|
5,942
|
|
|
Other long-term liabilities, net
|
3,620
|
|
|
Total liabilities (1)
|
$
|
13,009
|
|
(1)
|
Certain assets and liabilities are classified as non-current in the Consolidated Balance Sheet as of
March 26, 2017
, since net proceeds from the sale will be used to make a payment on the revolving credit facility, which is classified as a non-current liability.
|
(2)
|
Includes a financing obligation related to the sale of a restaurant property that does not qualify for sale-leaseback accounting. See Footnote
7
-
Property, Fixtures and Equipment, Net
for additional details regarding the sale-leaseback transactions.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Income before income taxes
|
$
|
3,495
|
|
|
$
|
3,797
|
|
|
THIRTEEN WEEKS ENDED
|
||
(dollars in thousands)
|
MARCH 27, 2016
|
||
Income before income taxes
|
$
|
4,007
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Impairment losses
|
|
|
|
||||
U.S.
|
$
|
920
|
|
|
$
|
—
|
|
Total impairment losses
|
$
|
920
|
|
|
$
|
—
|
|
Restaurant closure expenses
|
|
|
|
||||
U.S.
|
$
|
18,156
|
|
|
$
|
3,628
|
|
International
|
—
|
|
|
(464
|
)
|
||
Total restaurant closure expenses
|
$
|
18,156
|
|
|
$
|
3,164
|
|
Provision for impaired assets and restaurant closings
|
$
|
19,076
|
|
|
$
|
3,164
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Impairment, facility closure and other expenses
|
|
|
|
||||
2017 Closure Initiative (1)
|
$
|
17,447
|
|
|
$
|
—
|
|
Bonefish Restructuring (2)
|
809
|
|
|
3,573
|
|
||
International Restaurant Closure Initiative (3)
|
—
|
|
|
(462
|
)
|
||
Provision for impaired assets and restaurant closings
|
$
|
18,256
|
|
|
$
|
3,111
|
|
Severance and other expenses
|
|
|
|
||||
2017 Closure Initiative (1)
|
$
|
2,182
|
|
|
$
|
—
|
|
Bonefish Restructuring (2)
|
—
|
|
|
575
|
|
||
International Restaurant Closure Initiative (3)
|
—
|
|
|
23
|
|
||
General and administrative
|
$
|
2,182
|
|
|
$
|
598
|
|
Reversal of deferred rent liability
|
|
|
|
||||
2017 Closure Initiative (1)
|
$
|
(4,941
|
)
|
|
$
|
—
|
|
Bonefish Restructuring (2)
|
—
|
|
|
(1,925
|
)
|
||
Other restaurant operating
|
$
|
(4,941
|
)
|
|
$
|
(1,925
|
)
|
|
$
|
15,497
|
|
|
$
|
1,784
|
|
(1)
|
On February 15, 2017, the Company decided to close
43
underperforming restaurants (the “2017 Closure Initiative”). Most of these restaurants will close in 2017, with the balance closing as leases and certain operating covenants expire or are amended or waived. Expenses related to the 2017 Closure Initiative for the thirteen weeks ended March 26, 2017, are recognized within the U.S. segment.
|
(2)
|
On February 12, 2016, the Company decided to close
14
Bonefish Grill restaurants (“Bonefish Restructuring”). The Company expects to substantially complete these restaurant closings through the first quarter of 2019. Expenses related to the Bonefish Restructuring are recognized within the U.S. segment.
|
(3)
|
During 2014, the Company decided to close
36
underperforming international locations, primarily in South Korea (the “International Restaurant Closure Initiative”).
|
Estimated future expense
(dollars in millions)
|
2017 CLOSURE INITIATIVE
|
|
BONEFISH RESTRUCTURING
|
||||||||||||
Lease related liabilities, net of subleases
|
$
|
4.0
|
|
to
|
$
|
5.7
|
|
|
$
|
2.0
|
|
to
|
$
|
5.1
|
|
Employee severance and other obligations
|
0.5
|
|
to
|
0.8
|
|
|
0.3
|
|
to
|
0.6
|
|
||||
Total estimated future expense
|
$
|
4.5
|
|
to
|
$
|
6.5
|
|
|
$
|
2.3
|
|
to
|
$
|
5.7
|
|
|
|
|
|
|
|
|
|
||||||||
Total estimated future cash expenditures (dollars in millions)
|
$
|
30.4
|
|
|
$
|
34.6
|
|
|
$
|
10.1
|
|
to
|
$
|
12.3
|
|
|
THIRTEEN WEEKS ENDED
|
||
(dollars in thousands)
|
MARCH 26, 2017
|
||
Beginning of the period
|
$
|
6,557
|
|
Charges
|
18,467
|
|
|
Cash payments
|
(2,338
|
)
|
|
Adjustments
|
(311
|
)
|
|
End of the period (1)
|
$
|
22,375
|
|
(1)
|
As of
March 26, 2017
, the Company had exit-related accruals of
$7.2 million
recorded in Accrued and other current liabilities and
$15.2 million
recorded in Other long-term liabilities, net in the Consolidated Balance Sheet.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(in thousands, except per share data)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Net income attributable to Bloomin’ Brands
|
$
|
43,910
|
|
|
$
|
34,475
|
|
|
|
|
|
||||
Basic weighted average common shares outstanding
|
103,074
|
|
|
117,930
|
|
||
|
|
|
|
||||
Effect of diluted securities:
|
|
|
|
||||
Stock options
|
2,933
|
|
|
2,653
|
|
||
Nonvested restricted stock and restricted stock units
|
354
|
|
|
188
|
|
||
Nonvested performance-based share units
|
52
|
|
|
5
|
|
||
Diluted weighted average common shares outstanding
|
106,413
|
|
|
120,776
|
|
||
|
|
|
|
||||
Basic earnings per share
|
$
|
0.43
|
|
|
$
|
0.29
|
|
Diluted earnings per share
|
$
|
0.41
|
|
|
$
|
0.29
|
|
|
THIRTEEN WEEKS ENDED
|
||||
(in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||
Stock options
|
5,566
|
|
|
4,224
|
|
Nonvested restricted stock and restricted stock units
|
191
|
|
|
393
|
|
Nonvested performance-based share units
|
371
|
|
|
—
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Stock options
|
$
|
2,755
|
|
|
$
|
2,718
|
|
Restricted stock and restricted stock units
|
2,553
|
|
|
2,044
|
|
||
Performance-based share units
|
416
|
|
|
885
|
|
||
|
$
|
5,724
|
|
|
$
|
5,647
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Assumptions:
|
|
|
|
||||
Weighted-average risk-free interest rate (1)
|
1.93
|
%
|
|
1.31
|
%
|
||
Dividend yield (2)
|
1.85
|
%
|
|
1.61
|
%
|
||
Expected term (3)
|
6.3 years
|
|
|
6.1 years
|
|
||
Weighted-average volatility (4)
|
33.74
|
%
|
|
35.21
|
%
|
||
|
|
|
|
||||
Weighted-average grant date fair value per option
|
$
|
5.05
|
|
|
$
|
5.21
|
|
(1)
|
Risk-free interest rate is the U.S. Treasury yield curve in effect as of the grant date for periods within the expected term 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
|
$
|
23,176
|
|
|
2.6
|
Restricted stock and restricted stock units
|
$
|
27,308
|
|
|
2.9
|
Performance-based share units
|
$
|
7,278
|
|
|
2.0
|
(dollars in thousands)
|
MARCH 26, 2017
|
|
DECEMBER 25, 2016
|
||||
Prepaid expenses
|
$
|
20,669
|
|
|
$
|
35,298
|
|
Accounts receivable - gift cards, net
|
11,534
|
|
|
102,664
|
|
||
Accounts receivable - vendors, net
|
5,402
|
|
|
10,107
|
|
||
Accounts receivable - franchisees, net
|
2,242
|
|
|
1,677
|
|
||
Accounts receivable - other, net
|
27,679
|
|
|
20,497
|
|
||
Assets held for sale
|
3,732
|
|
|
1,331
|
|
||
Other current assets, net
|
18,592
|
|
|
18,652
|
|
||
|
$
|
89,850
|
|
|
$
|
190,226
|
|
(dollars in thousands)
|
U.S.
|
|
INTERNATIONAL
|
|
CONSOLIDATED
|
||||||
Balance as of December 25, 2016
|
$
|
172,424
|
|
|
$
|
137,631
|
|
|
$
|
310,055
|
|
Translation adjustments
|
—
|
|
|
8,120
|
|
|
8,120
|
|
|||
Transfer to Assets held for sale
|
(1,677
|
)
|
|
—
|
|
|
(1,677
|
)
|
|||
Balance as of March 26, 2017
|
$
|
170,747
|
|
|
$
|
145,751
|
|
|
$
|
316,498
|
|
|
MARCH 26, 2017
|
|
DECEMBER 25, 2016
|
||||||||||
(dollars in thousands)
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||||
Term loan A (1)
|
$
|
253,125
|
|
|
2.82
|
%
|
|
$
|
258,750
|
|
|
2.63
|
%
|
Term loan A-1
|
137,813
|
|
|
2.95
|
%
|
|
140,625
|
|
|
2.70
|
%
|
||
Revolving credit facility (1)
|
577,000
|
|
|
2.89
|
%
|
|
622,000
|
|
|
2.67
|
%
|
||
Total Senior Secured Credit Facility
|
$
|
967,938
|
|
|
|
|
$
|
1,021,375
|
|
|
|
||
PRP Mortgage Loan (2)
|
13,670
|
|
|
3.45
|
%
|
|
47,202
|
|
|
3.21
|
%
|
||
Financing obligations
|
19,591
|
|
|
7.45% to 7.60%
|
|
|
19,595
|
|
|
7.45% to 7.60%
|
|
||
Capital lease obligations
|
2,276
|
|
|
|
|
2,364
|
|
|
|
||||
Other notes payable
|
1,000
|
|
|
0.00% to 2.18%
|
|
|
1,776
|
|
|
0.00% to 7.00%
|
|
||
Less: unamortized debt discount and issuance costs
|
(2,099
|
)
|
|
|
|
(2,827
|
)
|
|
|
||||
|
$
|
1,002,376
|
|
|
|
|
$
|
1,089,485
|
|
|
|
||
Less: current portion of long-term debt, net
|
(48,756
|
)
|
|
|
|
(35,079
|
)
|
|
|
||||
Long-term debt, net
|
$
|
953,620
|
|
|
|
|
$
|
1,054,406
|
|
|
|
(1)
|
Represents the weighted-average interest rate for the respective period.
|
(2)
|
In April 2017, the Company paid the remaining balance on its PRP Mortgage Loan.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Balance, beginning of period
|
$
|
547
|
|
|
$
|
23,526
|
|
Foreign currency translation attributable to Redeemable noncontrolling interests
|
5
|
|
|
692
|
|
||
Net (loss) income attributable to Redeemable noncontrolling interests
|
(55
|
)
|
|
311
|
|
||
Purchase of Redeemable noncontrolling interests
|
—
|
|
|
(3,522
|
)
|
||
Balance, end of period
|
$
|
497
|
|
|
$
|
21,007
|
|
11
.
|
Stockholders’ Equity
|
|
NUMBER OF SHARES
(in thousands) |
|
AVERAGE REPURCHASE PRICE PER SHARE
|
|
AMOUNT
(dollars in thousands) |
|||||
First fiscal quarter (1)(2)
|
2,887
|
|
|
$
|
18.37
|
|
|
$
|
53,053
|
|
(1)
|
On
July 26, 2016
, the Board of Directors (“the Board”) approved a new
$300.0 million
authorization (the “July 2016 Share Repurchase Program”).
|
(2)
|
Excludes the repurchase of
1.3 million
shares for
$24.7 million
pursuant to trades executed in, but not settled until after, the thirteen weeks ended
March 26, 2017
.
|
|
DIVIDENDS
PER SHARE |
|
AMOUNT
(dollars in thousands) |
||||
First fiscal quarter
|
$
|
0.08
|
|
|
$
|
8,254
|
|
(dollars in thousands)
|
MARCH 26, 2017
|
|
DECEMBER 25, 2016
|
||||
Foreign currency translation adjustment
|
$
|
(86,932
|
)
|
|
$
|
(107,509
|
)
|
Unrealized losses on derivatives, net of tax
|
(2,749
|
)
|
|
(3,634
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(89,681
|
)
|
|
$
|
(111,143
|
)
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Bloomin’ Brands:
|
|
|
|
||||
Foreign currency translation adjustment
|
$
|
20,577
|
|
|
$
|
(7,983
|
)
|
|
|
|
|
||||
Unrealized gain (loss) on derivatives, net of tax (1)
|
$
|
101
|
|
|
$
|
(2,735
|
)
|
Reclassification of adjustment for loss on derivatives included in Net income, net of tax (2)
|
784
|
|
|
988
|
|
||
Total unrealized gain (loss) on derivatives, net of tax
|
$
|
885
|
|
|
$
|
(1,747
|
)
|
Other comprehensive income (loss) attributable to Bloomin’ Brands
|
$
|
21,462
|
|
|
$
|
(9,730
|
)
|
|
|
|
|
||||
Non-controlling interests:
|
|
|
|
||||
Foreign currency translation adjustment
|
$
|
(93
|
)
|
|
$
|
6
|
|
Other comprehensive (loss) income attributable to Non-controlling interests
|
$
|
(93
|
)
|
|
$
|
6
|
|
|
|
|
|
||||
Redeemable non-controlling interests:
|
|
|
|
||||
Foreign currency translation adjustment
|
$
|
5
|
|
|
$
|
692
|
|
Other comprehensive income attributable to Redeemable non-controlling interests
|
$
|
5
|
|
|
$
|
692
|
|
(1)
|
Unrealized loss on derivatives is net of tax of
($0.1) million
and
$1.7 million
for the thirteen weeks ended
March 26, 2017
and
March 27, 2016
, respectively.
|
(2)
|
Reclassifications of adjustments for losses on derivatives are net of tax of
$0.5 million
and
$0.6 million
for the thirteen weeks ended
March 26, 2017
and
March 27, 2016
, respectively.
|
(dollars in thousands)
|
MARCH 26, 2017
|
|
DECEMBER 25, 2016
|
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
||||
Interest rate swaps - liability
|
$
|
3,081
|
|
|
$
|
3,968
|
|
|
Accrued and other current liabilities
|
Interest rate swaps - liability
|
1,457
|
|
|
1,999
|
|
|
Other long-term liabilities, net
|
||
Total fair value of derivative instruments (1)
|
$
|
4,538
|
|
|
$
|
5,967
|
|
|
|
|
|
|
|
|
|
||||
Accrued interest
|
$
|
372
|
|
|
$
|
408
|
|
|
Accrued and other current liabilities
|
(1)
|
See Note
13
-
Fair Value Measurements
for fair value discussion of the interest rate swaps.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Interest rate swap expense recognized in Interest expense, net (1)
|
$
|
(1,265
|
)
|
|
$
|
(1,614
|
)
|
Income tax benefit recognized in Provision for income taxes
|
481
|
|
|
626
|
|
||
Total effects of the interest rate swaps on Net income
|
$
|
(784
|
)
|
|
$
|
(988
|
)
|
(1)
|
During the
thirteen weeks ended March 26, 2017
and
March 27, 2016
, the Company did not recognize
any
gain or loss as a result of hedge ineffectiveness.
|
Level 1
|
|
Unadjusted quoted market prices in active markets for identical assets or liabilities
|
Level 2
|
|
Observable inputs available at measurement date other than quoted prices included in Level 1
|
Level 3
|
|
Unobservable inputs that cannot be corroborated by observable market data
|
|
MARCH 26, 2017
|
|
DECEMBER 25, 2016
|
||||||||||||||||||||
(dollars in thousands)
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income funds
|
$
|
88
|
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
90
|
|
|
$
|
90
|
|
|
$
|
—
|
|
Money market funds
|
15,946
|
|
|
15,946
|
|
|
—
|
|
|
18,607
|
|
|
18,607
|
|
|
—
|
|
||||||
Restricted cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income funds
|
553
|
|
|
553
|
|
|
—
|
|
|
552
|
|
|
552
|
|
|
—
|
|
||||||
Money market funds
|
252
|
|
|
252
|
|
|
—
|
|
|
2,518
|
|
|
2,518
|
|
|
—
|
|
||||||
Total asset recurring fair value measurements
|
$
|
16,839
|
|
|
$
|
16,839
|
|
|
$
|
—
|
|
|
$
|
21,767
|
|
|
$
|
21,767
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued and other current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
$
|
3,081
|
|
|
$
|
—
|
|
|
$
|
3,081
|
|
|
$
|
3,968
|
|
|
$
|
—
|
|
|
$
|
3,968
|
|
Derivative instruments - commodities
|
171
|
|
|
—
|
|
|
171
|
|
|
157
|
|
|
—
|
|
|
157
|
|
||||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
1,457
|
|
|
—
|
|
|
1,457
|
|
|
1,999
|
|
|
—
|
|
|
1,999
|
|
||||||
Total liability recurring fair value measurements
|
$
|
4,709
|
|
|
$
|
—
|
|
|
$
|
4,709
|
|
|
$
|
6,124
|
|
|
$
|
—
|
|
|
$
|
6,124
|
|
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 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 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 March 26, 2017 and December 25, 2016, the Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.
|
|
THIRTEEN WEEKS ENDED
|
||||||
|
MARCH 26, 2017
|
||||||
(dollars in thousands)
|
CARRYING VALUE (1)
|
|
TOTAL IMPAIRMENT
|
||||
Assets held for sale
|
$
|
400
|
|
|
$
|
70
|
|
Property, fixtures and equipment
|
1,067
|
|
|
850
|
|
||
|
$
|
1,467
|
|
|
$
|
920
|
|
(1)
|
Carrying value approximates fair value with all assets measured using third-party market appraisals (Level 2).
|
|
MARCH 26, 2017
|
|
DECEMBER 25, 2016
|
||||||||||||||||||||
|
|
|
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
|
$
|
253,125
|
|
|
$
|
252,176
|
|
|
$
|
—
|
|
|
$
|
258,750
|
|
|
$
|
257,780
|
|
|
$
|
—
|
|
Term loan A-1
|
137,813
|
|
|
137,296
|
|
|
—
|
|
|
140,625
|
|
|
140,098
|
|
|
—
|
|
||||||
Revolving credit facility
|
577,000
|
|
|
572,673
|
|
|
—
|
|
|
622,000
|
|
|
617,335
|
|
|
—
|
|
||||||
PRP Mortgage Loan
|
13,670
|
|
|
—
|
|
|
13,670
|
|
|
47,202
|
|
|
—
|
|
|
47,202
|
|
||||||
Other notes payable
|
1,000
|
|
|
—
|
|
|
981
|
|
|
1,776
|
|
|
—
|
|
|
1,659
|
|
DEBT FACILITY
|
|
METHODS AND ASSUMPTIONS
|
Senior Secured Credit Facility
|
|
Quoted market prices in inactive markets.
|
PRP Mortgage Loan
|
|
Assumptions derived from current conditions in the real estate and credit markets, changes in the underlying collateral and expectations of management.
|
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
|
||||
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||
Effective income tax rate
|
25.1
|
%
|
|
24.0
|
%
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Total revenues
|
|
|
|
||||
U.S.
|
$
|
1,032,618
|
|
|
$
|
1,043,779
|
|
International
|
111,205
|
|
|
120,409
|
|
||
Total revenues
|
$
|
1,143,823
|
|
|
$
|
1,164,188
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Segment income from operations
|
|
|
|
||||
U.S.
|
$
|
100,946
|
|
|
$
|
117,839
|
|
International
|
8,802
|
|
|
11,349
|
|
||
Total segment income from operations
|
109,748
|
|
|
129,188
|
|
||
Unallocated corporate operating expense
|
(40,618
|
)
|
|
(42,504
|
)
|
||
Total income from operations
|
69,130
|
|
|
86,684
|
|
||
Loss on defeasance, extinguishment and modification of debt
|
—
|
|
|
(26,580
|
)
|
||
Other expense, net
|
(51
|
)
|
|
(19
|
)
|
||
Interest expense, net
|
(9,141
|
)
|
|
(12,875
|
)
|
||
Income before provision for income taxes
|
$
|
59,938
|
|
|
$
|
47,210
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Depreciation and amortization
|
|
|
|
||||
U.S.
|
$
|
36,600
|
|
|
$
|
38,202
|
|
International
|
6,500
|
|
|
6,547
|
|
||
Corporate
|
3,490
|
|
|
2,902
|
|
||
Total depreciation and amortization
|
$
|
46,590
|
|
|
$
|
47,651
|
|
(i)
|
Consumer reactions to public health and food safety issues;
|
(ii)
|
Our ability to compete in the highly competitive restaurant industry with many well-established competitors and new market entrants;
|
(iii)
|
Minimum wage increases and additional mandated employee benefits;
|
(iv)
|
Our ability to comply with governmental laws and regulations, the costs of compliance with such laws and regulations and the effects of changes to applicable laws and regulations, including tax laws and unanticipated liabilities;
|
(v)
|
Economic conditions and their effects on consumer confidence and discretionary spending, consumer traffic, the cost and availability of credit and interest rates;
|
(vi)
|
Fluctuations in the price and availability of commodities;
|
(vii)
|
Our ability to implement our expansion, remodeling and relocation plans due to uncertainty in locating and acquiring attractive sites on acceptable terms, obtaining required permits and approvals, recruiting and training
|
(viii)
|
Our ability to protect our information technology systems from interruption or security breach and to protect consumer data and personal employee information;
|
(ix)
|
The effects of international economic, political and social conditions and legal systems on our foreign operations and on foreign currency exchange rates;
|
(x)
|
Our ability to preserve and grow the reputation and value of our brands;
|
(xi)
|
Seasonal and periodic fluctuations in our results and the effects of significant adverse weather conditions and other disasters or unforeseen events;
|
(xii)
|
Our ability to effectively respond to changes in patterns of consumer traffic, consumer tastes and dietary habits;
|
(xiii)
|
Strategic actions, including acquisitions and dispositions, and our success in integrating any 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 25, 2016.
|
•
|
A decrease in total revenues of
1.7%
to
$1.1 billion
in the
first quarter of 2017
, as compared to the
first quarter of 2016
, was primarily due to the sale of Outback Steakhouse South Korea in 2016, partially offset by the effect of foreign currency translation and the net benefit of new restaurant openings and closings.
|
•
|
Income from operations of
$69.1 million
in the
first quarter of 2017
, as compared to
$86.7 million
in the
first quarter of 2016
, decreased primarily due to restaurant closing costs related to the 2017 Closure Initiative and lower operating margin at the restaurant-level, partially offset by lower general and administrative expense.
|
•
|
Average restaurant unit volumes
—average sales per restaurant to measure changes in customer traffic, pricing and development of the brand;
|
•
|
Comparable restaurant sales
—year-over-year comparison of sales volumes for Company-owned restaurants that are open 18 months or more in order to remove the impact of new restaurant openings in comparing the operations of existing restaurants;
|
•
|
System-wide sales
—total restaurant sales volume for all Company-owned and franchise restaurants, regardless of ownership, to interpret the overall health of our brands;
|
•
|
Adjusted restaurant-level operating margin, Adjusted income from operations, Adjusted net income and Adjusted diluted earnings per share
—non-GAAP financial measures utilized to evaluate our operating performance, and for which definitions, usefulness and reconciliations are described in more detail in the “Non-GAAP Financial Measures” section below; and
|
•
|
Customer satisfaction scores
—measurement of our customers’ experiences in a variety of key areas.
|
Number of restaurants (at end of the period):
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||
U.S.
|
|
|
|
||
Outback Steakhouse
|
|
|
|
||
Company-owned
|
637
|
|
|
649
|
|
Franchised
|
105
|
|
|
105
|
|
Total
|
742
|
|
|
754
|
|
Carrabba’s Italian Grill
|
|
|
|
||
Company-owned
|
228
|
|
|
244
|
|
Franchised
|
2
|
|
|
3
|
|
Total
|
230
|
|
|
247
|
|
Bonefish Grill
|
|
|
|
||
Company-owned
|
196
|
|
|
205
|
|
Franchised
|
7
|
|
|
6
|
|
Total
|
203
|
|
|
211
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
|
|
||
Company-owned
|
67
|
|
|
66
|
|
International
|
|
|
|
||
Company-owned
|
|
|
|
||
Outback Steakhouse - Brazil (1)
|
83
|
|
|
76
|
|
Outback Steakhouse - South Korea
|
—
|
|
|
74
|
|
Other
|
31
|
|
|
17
|
|
Franchised
|
|
|
|
|
|
Outback Steakhouse - South Korea
|
75
|
|
|
—
|
|
Other
|
55
|
|
|
57
|
|
Total
|
244
|
|
|
224
|
|
System-wide total
|
1,486
|
|
|
1,502
|
|
(1)
|
The restaurant counts for Brazil are reported as of February 28, 2017 and February 29, 2016, respectively, to correspond with the balance sheet dates of this subsidiary.
|
|
THIRTEEN WEEKS ENDED
|
||||
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||
Revenues
|
|
|
|
||
Restaurant sales
|
99.3
|
%
|
|
99.5
|
%
|
Other revenues
|
0.7
|
|
|
0.5
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
Costs and expenses
|
|
|
|
|
|
Cost of sales (1)
|
32.1
|
|
|
32.4
|
|
Labor and other related (1)
|
28.6
|
|
|
27.9
|
|
Other restaurant operating (1)
|
21.8
|
|
|
21.9
|
|
Depreciation and amortization
|
4.1
|
|
|
4.1
|
|
General and administrative
|
6.3
|
|
|
6.4
|
|
Provision for impaired assets and restaurant closings
|
1.7
|
|
|
0.3
|
|
Total costs and expenses
|
94.0
|
|
|
92.6
|
|
Income from operations
|
6.0
|
|
|
7.4
|
|
Loss on defeasance, extinguishment and modification of debt
|
—
|
|
|
(2.3
|
)
|
Other expense, net
|
(*)
|
|
|
(*)
|
|
Interest expense, net
|
(0.8
|
)
|
|
(1.0
|
)
|
Income before provision for income taxes
|
5.2
|
|
|
4.1
|
|
Provision for income taxes
|
1.3
|
|
|
1.0
|
|
Net income
|
3.9
|
|
|
3.1
|
|
Less: net income attributable to noncontrolling interests
|
0.1
|
|
|
0.1
|
|
Net income attributable to Bloomin’ Brands
|
3.8
|
%
|
|
3.0
|
%
|
(1)
|
As a percentage of Restaurant sales.
|
*
|
Less than 1/10
th
of one percent of Total revenues.
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
||
For the period ending March 27, 2016
|
$
|
1,158.1
|
|
Change from:
|
|
||
Divestitures
|
(42.0
|
)
|
|
Restaurant closings
|
(18.3
|
)
|
|
Comparable restaurant sales
|
(0.5
|
)
|
|
Restaurant openings
|
20.2
|
|
|
Effect of foreign currency translation
|
18.0
|
|
|
For the period ending March 26, 2017
|
$
|
1,135.5
|
|
|
THIRTEEN WEEKS ENDED
|
||||
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||
Year over year percentage change:
|
|
|
|
||
Comparable restaurant sales (stores open 18 months or more) (1):
|
|
|
|
|
|
U.S.
|
|
|
|
||
Outback Steakhouse
|
1.4
|
%
|
|
(1.3
|
)%
|
Carrabba’s Italian Grill
|
(3.8
|
)%
|
|
(2.0
|
)%
|
Bonefish Grill
|
(0.8
|
)%
|
|
(2.7
|
)%
|
Fleming’s Prime Steakhouse & Wine Bar
|
(2.9
|
)%
|
|
1.3
|
%
|
Combined U.S.
|
(0.2
|
)%
|
|
(1.5
|
)%
|
International
|
|
|
|
||
Outback Steakhouse - Brazil (2)
|
3.6
|
%
|
|
8.8
|
%
|
|
|
|
|
||
Traffic:
|
|
|
|
|
|
U.S.
|
|
|
|
||
Outback Steakhouse
|
(2.1
|
)%
|
|
(3.0
|
)%
|
Carrabba’s Italian Grill
|
(7.2
|
)%
|
|
1.5
|
%
|
Bonefish Grill
|
(2.2
|
)%
|
|
(5.2
|
)%
|
Fleming’s Prime Steakhouse & Wine Bar
|
(7.5
|
)%
|
|
1.2
|
%
|
Combined U.S.
|
(3.3
|
)%
|
|
(2.2
|
)%
|
International
|
|
|
|
||
Outback Steakhouse - Brazil
|
(1.8
|
)%
|
|
0.3
|
%
|
|
|
|
|
||
Average check per person increases (decreases) (3):
|
|
|
|
||
U.S.
|
|
|
|
||
Outback Steakhouse
|
3.5
|
%
|
|
1.7
|
%
|
Carrabba’s Italian Grill
|
3.4
|
%
|
|
(3.5
|
)%
|
Bonefish Grill
|
1.4
|
%
|
|
2.5
|
%
|
Fleming’s Prime Steakhouse & Wine Bar
|
4.6
|
%
|
|
0.1
|
%
|
Combined U.S.
|
3.1
|
%
|
|
0.7
|
%
|
International
|
|
|
|
||
Outback Steakhouse - Brazil
|
6.2
|
%
|
|
7.3
|
%
|
(1)
|
Comparable restaurant sales exclude the effect of fluctuations in foreign currency rates. Relocated international restaurants closed more than 30 days and relocated U.S. restaurants closed more than 60 days are excluded from comparable restaurant sales until at least 18 months after reopening.
|
(2)
|
Includes the trading day impact from calendar period reporting of
(0.8%)
and 1.3% for the thirteen weeks ended March 26, 2017 and March 27, 2016, respectively.
|
(3)
|
Average check per person increases (decreases) includes the impact of menu pricing changes, product mix and discounts.
|
|
THIRTEEN WEEKS ENDED
|
||||||
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Average restaurant unit volumes (dollars in thousands):
|
|
|
|
||||
U.S.
|
|
|
|
||||
Outback Steakhouse
|
$
|
72,061
|
|
|
$
|
70,797
|
|
Carrabba’s Italian Grill
|
$
|
59,565
|
|
|
$
|
61,138
|
|
Bonefish Grill
|
$
|
62,987
|
|
|
$
|
62,761
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
$
|
88,402
|
|
|
$
|
89,910
|
|
International
|
|
|
|
||||
Outback Steakhouse - Brazil (1)
|
$
|
85,171
|
|
|
$
|
68,036
|
|
Operating weeks:
|
|
|
|
|
|||
U.S.
|
|
|
|
||||
Outback Steakhouse
|
8,372
|
|
|
8,444
|
|
||
Carrabba’s Italian Grill
|
3,068
|
|
|
3,172
|
|
||
Bonefish Grill
|
2,600
|
|
|
2,709
|
|
||
Fleming’s Prime Steakhouse & Wine Bar
|
878
|
|
|
858
|
|
||
International
|
|
|
|
||||
Outback Steakhouse - Brazil
|
1,067
|
|
|
976
|
|
(1)
|
Translated at an average exchange rate of
3.23
and
3.96
for the
thirteen weeks ended March 26, 2017
and
March 27, 2016
, respectively.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in millions)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Franchise revenues
|
$
|
6.6
|
|
|
$
|
4.6
|
|
Other revenues
|
1.7
|
|
|
1.5
|
|
||
Franchise and other revenues
|
$
|
8.3
|
|
|
$
|
6.1
|
|
|
THIRTEEN WEEKS ENDED
|
|
|
|||||||
(dollars in millions)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
|
Change
|
|||||
Cost of sales
|
$
|
364.7
|
|
|
$
|
375.3
|
|
|
|
|
% of Restaurant sales
|
32.1
|
%
|
|
32.4
|
%
|
|
(0.3
|
)%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|||||||
(dollars in millions)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
|
Change
|
|||||
Labor and other related
|
$
|
324.4
|
|
|
$
|
322.8
|
|
|
|
|
% of Restaurant sales
|
28.6
|
%
|
|
27.9
|
%
|
|
0.7
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|||||||
(dollars in millions)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
|
Change
|
|||||
Other restaurant operating
|
$
|
247.9
|
|
|
$
|
253.6
|
|
|
|
|
% of Restaurant sales
|
21.8
|
%
|
|
21.9
|
%
|
|
(0.1
|
)%
|
|
THIRTEEN WEEKS ENDED
|
|
|
||||||||
(dollars in millions)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
|
Change
|
||||||
Depreciation and amortization
|
$
|
46.6
|
|
|
$
|
47.7
|
|
|
$
|
(1.1
|
)
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
||
For the period ended March 27, 2016
|
$
|
75.0
|
|
Change from:
|
|
||
Conference expense (1)
|
(4.4
|
)
|
|
Compensation, benefits and payroll tax (2)
|
(2.2
|
)
|
|
Foreign currency exchange (3)
|
1.4
|
|
|
Other
|
2.1
|
|
|
For the period ended March 26, 2017
|
$
|
71.9
|
|
(1)
|
Conference expense was lower due to the timing of our annual managing partner conference.
|
(2)
|
Employee compensation, benefits and payroll tax was lower primarily due to lower headcount resulting from the sale of Outback Steakhouse South Korea and the restructuring of certain functions in 2016.
|
(3)
|
Foreign currency exchange primarily includes appreciation of the Brazil Real.
|
|
THIRTEEN WEEKS ENDED
|
|
|
||||||||
(dollars in millions)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
|
Change
|
||||||
Provision for impaired assets and restaurant closings
|
$
|
19.1
|
|
|
$
|
3.2
|
|
|
$
|
15.9
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in millions)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Impairment, facility closure and other expenses
|
|
|
|
||||
2017 Closure Initiative (1)
|
$
|
17.5
|
|
|
$
|
—
|
|
Bonefish Restructuring (2)
|
0.8
|
|
|
3.6
|
|
||
International Restaurant Closure Initiative
|
—
|
|
|
(0.5
|
)
|
||
Impairment, facility closure and other expense for Closure Initiatives
|
$
|
18.3
|
|
|
$
|
3.1
|
|
(1)
|
On February 15, 2017, we decided to close 43 underperforming restaurants. We expect to incur additional charges of approximately
$4.0 million
to
$5.7 million
for the 2017 Closure Initiative over the next
three years
, including costs associated with lease obligations and other closure related obligations.
|
(2)
|
In February 2016, we decided to close 14 Bonefish Grill restaurants. We expect to incur additional charges of approximately
$2.0 million
to
$5.1 million
for the Bonefish Restructuring over the next
two years
, including costs associated with lease obligations and other closure related obligations.
|
|
THIRTEEN WEEKS ENDED
|
|
|
||||||||
(dollars in millions)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
|
Change
|
||||||
Income from operations
|
$
|
69.1
|
|
|
$
|
86.7
|
|
|
$
|
(17.6
|
)
|
% of Total revenues
|
6.0
|
%
|
|
7.4
|
%
|
|
(1.4
|
)%
|
|
THIRTEEN WEEKS ENDED
|
|
|
||||||||
(dollars in millions)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
|
Change
|
||||||
Interest expense, net
|
$
|
9.1
|
|
|
$
|
12.9
|
|
|
$
|
(3.8
|
)
|
|
THIRTEEN WEEKS ENDED
|
|
|
|||||
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
|
Change
|
|||
Effective income tax rate
|
25.1
|
%
|
|
24.0
|
%
|
|
1.1
|
%
|
SEGMENT
|
|
CONCEPT
|
|
GEOGRAPHIC LOCATION
|
U.S.
|
|
Outback Steakhouse
|
|
United States of America
|
|
Carrabba’s Italian Grill
|
|
||
|
Bonefish Grill
|
|
||
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
||
International
|
|
Outback Steakhouse
|
|
Brazil, Hong Kong, China
|
|
Carrabba’s Italian Grill (Abbraccio)
|
|
Brazil
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Segment income from operations
|
|
|
|
||||
U.S.
|
$
|
100,946
|
|
|
$
|
117,839
|
|
International
|
8,802
|
|
|
11,349
|
|
||
Total segment income from operations
|
109,748
|
|
|
129,188
|
|
||
Unallocated corporate operating expense
|
(40,618
|
)
|
|
(42,504
|
)
|
||
Total income from operations
|
69,130
|
|
|
86,684
|
|
||
Loss on defeasance, extinguishment and modification of debt
|
—
|
|
|
(26,580
|
)
|
||
Other expense, net
|
(51
|
)
|
|
(19
|
)
|
||
Interest expense, net
|
(9,141
|
)
|
|
(12,875
|
)
|
||
Income before provision for income taxes
|
$
|
59,938
|
|
|
$
|
47,210
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Revenues
|
|
|
|
||||
Restaurant sales
|
$
|
1,027,212
|
|
|
$
|
1,038,749
|
|
Franchise and other revenues
|
5,406
|
|
|
5,030
|
|
||
Total revenues
|
$
|
1,032,618
|
|
|
$
|
1,043,779
|
|
Restaurant-level operating margin
|
17.2
|
%
|
|
17.3
|
%
|
||
Income from operations
|
$
|
100,946
|
|
|
$
|
117,839
|
|
Operating income margin
|
9.8
|
%
|
|
11.3
|
%
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
||
For the period ending March 27, 2016
|
$
|
1,038.8
|
|
Change from:
|
|
||
Restaurant closings
|
(17.7
|
)
|
|
Comparable restaurant sales
|
(3.0
|
)
|
|
Restaurant openings
|
9.1
|
|
|
For the period ending March 26, 2017
|
$
|
1,027.2
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Revenues
|
|
|
|
||||
Restaurant sales
|
$
|
108,276
|
|
|
$
|
119,303
|
|
Franchise and other revenues
|
2,929
|
|
|
1,106
|
|
||
Total revenues
|
$
|
111,205
|
|
|
$
|
120,409
|
|
Restaurant-level operating margin
|
20.3
|
%
|
|
19.5
|
%
|
||
Income from operations
|
$
|
8,802
|
|
|
$
|
11,349
|
|
Operating income margin
|
7.9
|
%
|
|
9.4
|
%
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
||
For the period ending March 27, 2016
|
$
|
119.3
|
|
Change from:
|
|
||
Divestiture of Outback Steakhouse South Korea
|
(42.0
|
)
|
|
Restaurant closings
|
(0.6
|
)
|
|
Effect of foreign currency translation
|
18.0
|
|
|
Restaurant openings
|
11.1
|
|
|
Comparable restaurant sales
|
2.5
|
|
|
For the period ending March 26, 2017
|
$
|
108.3
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
COMPANY-OWNED RESTAURANT SALES (dollars in millions)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
U.S.
|
|
|
|
||||
Outback Steakhouse
|
$
|
603
|
|
|
$
|
598
|
|
Carrabba’s Italian Grill
|
183
|
|
|
194
|
|
||
Bonefish Grill
|
164
|
|
|
170
|
|
||
Fleming’s Prime Steakhouse & Wine Bar
|
77
|
|
|
77
|
|
||
Total
|
$
|
1,027
|
|
|
$
|
1,039
|
|
International
|
|
|
|
||||
Outback Steakhouse-Brazil
|
$
|
91
|
|
|
$
|
66
|
|
Outback Steakhouse-South Korea (1)
|
—
|
|
|
42
|
|
||
Other
|
17
|
|
|
11
|
|
||
Total
|
$
|
108
|
|
|
$
|
119
|
|
Total Company-owned restaurant sales
|
$
|
1,135
|
|
|
$
|
1,158
|
|
(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
|
||||||
FRANCHISE SALES (dollars in millions) (1)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
U.S.
|
|
|
|
||||
Outback Steakhouse
|
$
|
90
|
|
|
$
|
92
|
|
Carrabba's Italian Grill
|
2
|
|
|
3
|
|
||
Bonefish Grill
|
4
|
|
|
3
|
|
||
Total
|
96
|
|
|
98
|
|
||
International
|
|
|
|
||||
Outback Steakhouse-South Korea (2)
|
44
|
|
|
—
|
|
||
Other
|
29
|
|
|
28
|
|
||
Total
|
73
|
|
|
28
|
|
||
Total franchise sales (1)
|
$
|
169
|
|
|
$
|
126
|
|
Income from franchise sales (3)
|
$
|
7
|
|
|
$
|
5
|
|
(1)
|
Franchise sales are not included in Total revenues in the
Consolidated Statements of Operations and Comprehensive Income
.
|
(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
in Other revenues.
|
|
THIRTEEN WEEKS ENDED
|
||||||||||
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||||||
|
U.S. GAAP
|
|
ADJUSTED (1)
|
|
U.S. GAAP
|
|
ADJUSTED (2)
|
||||
Restaurant sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
32.1
|
%
|
|
32.1
|
%
|
|
32.4
|
%
|
|
32.4
|
%
|
Labor and other related
|
28.6
|
%
|
|
28.6
|
%
|
|
27.9
|
%
|
|
27.9
|
%
|
Other restaurant operating
|
21.8
|
%
|
|
22.3
|
%
|
|
21.9
|
%
|
|
22.1
|
%
|
|
|
|
|
|
|
|
|
||||
Restaurant-level operating margin
|
17.5
|
%
|
|
17.0
|
%
|
|
17.8
|
%
|
|
17.6
|
%
|
(1)
|
Includes adjustments for the write-off of $5.1 million of deferred rent liabilities, primarily associated with the 2017 Closure Initiative
, recorded in Other restaurant operating
.
|
(2)
|
Includes adjustments for the write-off of $1.9 million of deferred rent liabilities, primarily associated with the Bonefish Restructuring, recorded in Other restaurant operating.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(in thousands, except per share data)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Income from operations
|
$
|
69,130
|
|
|
$
|
86,684
|
|
Operating income margin
|
6.0
|
%
|
|
7.4
|
%
|
||
Adjustments:
|
|
|
|
||||
Restaurant impairments and closing costs (1)
|
15,497
|
|
|
2,131
|
|
||
Restaurant relocations and related costs (2)
|
2,107
|
|
|
356
|
|
||
Transaction-related expenses (3)
|
207
|
|
|
572
|
|
||
Severance (4)
|
—
|
|
|
1,135
|
|
||
Total income from operations adjustments
|
17,811
|
|
|
4,194
|
|
||
Adjusted income from operations
|
$
|
86,941
|
|
|
$
|
90,878
|
|
Adjusted operating income margin
|
7.6
|
%
|
|
7.8
|
%
|
||
|
|
|
|
||||
Net income attributable to Bloomin’ Brands
|
$
|
43,910
|
|
|
$
|
34,475
|
|
Adjustments:
|
|
|
|
||||
Income from operations adjustments
|
17,811
|
|
|
4,194
|
|
||
Loss on defeasance, extinguishment and modification of debt (5)
|
—
|
|
|
26,580
|
|
||
Total adjustments, before income taxes
|
17,811
|
|
|
30,774
|
|
||
Adjustment to provision for income taxes (6)
|
(4,419
|
)
|
|
(9,076
|
)
|
||
Net adjustments
|
13,392
|
|
|
21,698
|
|
||
Adjusted net income
|
$
|
57,302
|
|
|
$
|
56,173
|
|
|
|
|
|
||||
Diluted earnings per share
|
$
|
0.41
|
|
|
$
|
0.29
|
|
Adjusted diluted earnings per share
|
$
|
0.54
|
|
|
$
|
0.47
|
|
|
|
|
|
||||
Diluted weighted average common shares outstanding
|
106,413
|
|
|
120,776
|
|
(1)
|
Represents expenses incurred for the 2017 Closure Initiative, Bonefish Restructuring and International Restaurant Closure Initiative.
|
(2)
|
Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation program.
|
(3)
|
Represents costs incurred in connection with our sale-leaseback initiative.
|
(4)
|
Relates to severance expense incurred as a result of the relocation of our Fleming’s operations center to the corporate home office in 2016.
|
(5)
|
Relates to the defeasance of the 2012 CMBS loan in 2016.
|
(6)
|
Represents income tax effect of the adjustments for the thirteen weeks ended March 26, 2017 and March 27, 2016.
|
|
SENIOR SECURED CREDIT FACILITY
|
|
PRP MORTGAGE LOAN
|
|
TOTAL CREDIT FACILITIES
|
||||||||||||||
|
TERM LOANS
|
|
REVOLVING FACILITY
|
|
|
||||||||||||||
(dollars in thousands)
|
A
|
|
A-1
|
|
|
|
|||||||||||||
Balance as of December 25, 2016
|
$
|
258,750
|
|
|
$
|
140,625
|
|
|
$
|
622,000
|
|
|
$
|
47,202
|
|
|
$
|
1,068,577
|
|
2017 new debt
|
—
|
|
|
—
|
|
|
115,500
|
|
|
—
|
|
|
115,500
|
|
|||||
2017 payments
|
(5,625
|
)
|
|
(2,812
|
)
|
|
(160,500
|
)
|
|
(33,532
|
)
|
|
(202,469
|
)
|
|||||
Balance as of March 26, 2017
|
$
|
253,125
|
|
|
$
|
137,813
|
|
|
$
|
577,000
|
|
|
$
|
13,670
|
|
|
$
|
981,608
|
|
|
INTEREST RATE
MARCH 26, 2017 |
|
ORIGINAL FACILITY
|
|
PRINCIPAL MATURITY DATE
|
|
OUTSTANDING
|
|||||||||
(dollars in thousands)
|
|
|
|
MARCH 26,
2017 |
|
DECEMBER 25, 2016
|
||||||||||
Term loan A, net of discount of $1.1 million (1)
|
2.82
|
%
|
|
$
|
300,000
|
|
|
May 2019
|
|
$
|
253,125
|
|
|
$
|
258,750
|
|
Term loan A-1
|
2.95
|
%
|
|
150,000
|
|
|
May 2019
|
|
137,813
|
|
|
140,625
|
|
|||
Revolving credit facility (1)
|
2.89
|
%
|
|
825,000
|
|
|
May 2019
|
|
577,000
|
|
|
622,000
|
|
|||
Total Senior Secured Credit Facility
|
|
|
$
|
1,275,000
|
|
|
|
|
$
|
967,938
|
|
|
$
|
1,021,375
|
|
|
PRP Mortgage Loan
|
3.45
|
%
|
|
$
|
369,512
|
|
|
February 2018
|
|
$
|
13,670
|
|
|
$
|
47,202
|
|
Total credit facilities
|
|
|
$
|
1,644,512
|
|
|
|
|
$
|
981,608
|
|
|
$
|
1,068,577
|
|
(1)
|
Represents the weighted-average interest rate.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 26, 2017
|
|
MARCH 27, 2016
|
||||
Net cash provided by operating activities
|
$
|
136,197
|
|
|
$
|
130,725
|
|
Net cash used in investing activities
|
(12,375
|
)
|
|
(18,553
|
)
|
||
Net cash used in financing activities
|
(154,355
|
)
|
|
(114,634
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,740
|
|
|
(1,041
|
)
|
||
Net decrease in cash and cash equivalents
|
$
|
(28,793
|
)
|
|
$
|
(3,503
|
)
|
(dollars in thousands)
|
MARCH 26, 2017
|
|
DECEMBER 25, 2016
|
||||
Current assets
|
$
|
241,300
|
|
|
$
|
390,519
|
|
Current liabilities
|
746,788
|
|
|
823,408
|
|
||
Working capital (deficit)
|
$
|
(505,488
|
)
|
|
$
|
(432,889
|
)
|
(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
|
|
Fiscal year 2016
|
31,379
|
|
|
309,887
|
|
|
447
|
|
|
341,713
|
|
||||
First fiscal quarter 2017 (1)
|
8,254
|
|
|
53,053
|
|
|
143
|
|
|
61,450
|
|
||||
Total
|
$
|
68,965
|
|
|
$
|
532,939
|
|
|
$
|
1,360
|
|
|
$
|
603,264
|
|
(1)
|
Excludes the repurchase of
1.3 million
shares for
$24.7 million
pursuant to trades executed in, but not settled until after, the thirteen weeks ended
March 26, 2017
.
|
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)(2)
|
||||||
December 26, 2016 through January 22, 2017
|
|
1,113,625
|
|
|
$
|
17.96
|
|
|
1,113,625
|
|
|
$
|
110,007,070
|
|
January 23, 2017 through February 19, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
110,007,070
|
|
February 20, 2017 through March 26, 2017
|
|
1,782,122
|
|
|
$
|
18.63
|
|
|
1,773,782
|
|
|
$
|
76,951,899
|
|
Total
|
|
2,895,747
|
|
|
|
|
2,887,407
|
|
|
|
|
(1)
|
On
July 26, 2016
, the Board of Directors authorized the repurchase of
$300.0 million
of our outstanding common stock as announced publicly in our press release issued on July 29, 2016 (the “July 2016 Share Repurchase Program”). Common stock repurchased during the
thirteen weeks ended March 26, 2017
represented shares repurchased under the July 2016 Share Repurchase Program and 8,340 shares withheld for tax payments due upon vesting of employee restricted stock awards. Excludes the repurchase of
1.3 million
shares for
$24.7 million
pursuant to trades executed in, but not settled until after, the thirteen weeks ended
March 26, 2017
.
|
(2)
|
On
April 21, 2017
, the Board of Directors authorized the repurchase of
$250.0 million
of our outstanding common stock as announced publicly in our press release issued on April 26, 2017 (the “2017 Share Repurchase Program”) and canceled the remaining
$52.3 million
of authorization under the July 2016 Share Repurchase Program. The 2017 Share Repurchase Program will expire on
October 21, 2018
.
|
EXHIBIT
NUMBER |
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE |
|
|
|
|
|
10.1*
|
|
Form of Restricted Cash Award Agreement for cash awards granted under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan
|
|
Filed herewith
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial and Administrative Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
1
|
|
Filed herewith
|
|
|
|
|
|
32.2
|
|
Certification of Chief Financial and Administrative Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
1
|
|
Filed herewith
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
Date:
|
May 2, 2017
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By: /s/ David J. Deno
|
|
|
|
David J. Deno
Executive Vice President and Chief Financial and
Administrative Officer
(Principal Financial and Accounting Officer)
|
Name/Participant
:
|
|
<name >
|
|
Type of Grant
:
|
|
Restricted Cash Award
|
|
Date of Grant
:
|
|
<date>
|
|
Total Amount Granted
:
|
|
<awards >
|
|
Vesting Date
|
Vesting Percentage
|
First Anniversary of Date of Grant
|
25%
|
Second Anniversary of Date of Grant
|
25%
|
Third Anniversary of Date of Grant
|
25%
|
Fourth Anniversary of Date of Grant
|
25%
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|
|
By:
|
ELECTRONIC SIGNATURE
|
|
|
Elizabeth Smith, Chief Executive Officer
|
||
|
(or Kelly Lefferts, Group Vice President, Legal)
|
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:
|
May 2, 2017
|
/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:
|
May 2, 2017
|
/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:
|
May 2, 2017
|
/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:
|
May 2, 2017
|
/s/ David J. Deno
|
|
|
David J. Deno
|
|
|
Executive Vice President and Chief Financial and Administrative Officer
(Principal Financial Officer)
|