|
|
|
|
|
(Mark One)
|
|
[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended June 25, 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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|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
JUNE 25, 2017
|
|
DECEMBER 25, 2016
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
103,474
|
|
|
$
|
127,176
|
|
Current portion of restricted cash and cash equivalents
|
—
|
|
|
7,886
|
|
||
Inventories
|
52,633
|
|
|
65,231
|
|
||
Other current assets, net
|
97,047
|
|
|
190,226
|
|
||
Total current assets
|
253,154
|
|
|
390,519
|
|
||
Restricted cash
|
—
|
|
|
1,124
|
|
||
Property, fixtures and equipment, net
|
1,194,467
|
|
|
1,237,148
|
|
||
Goodwill
|
312,890
|
|
|
310,055
|
|
||
Intangible assets, net
|
529,677
|
|
|
535,523
|
|
||
Deferred income tax assets
|
56,552
|
|
|
38,764
|
|
||
Other assets, net
|
134,181
|
|
|
129,146
|
|
||
Total assets
|
$
|
2,480,921
|
|
|
$
|
2,642,279
|
|
|
|
|
|
||||
|
(CONTINUED...)
|
|
|||||
|
|
|
|
|
JUNE 25, 2017
|
|
DECEMBER 25, 2016
|
||||
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
187,839
|
|
|
$
|
195,371
|
|
Accrued and other current liabilities
|
222,041
|
|
|
204,415
|
|
||
Unearned revenue
|
269,854
|
|
|
388,543
|
|
||
Current portion of long-term debt
|
44,497
|
|
|
35,079
|
|
||
Total current liabilities
|
724,231
|
|
|
823,408
|
|
||
Deferred rent
|
150,761
|
|
|
151,130
|
|
||
Deferred income tax liabilities
|
16,568
|
|
|
16,709
|
|
||
Long-term debt, net
|
1,082,041
|
|
|
1,054,406
|
|
||
Deferred gain on sale-leaseback transactions, net
|
186,383
|
|
|
181,696
|
|
||
Other long-term liabilities, net
|
219,153
|
|
|
219,030
|
|
||
Total liabilities
|
2,379,137
|
|
|
2,446,379
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
Mezzanine Equity
|
|
|
|
||||
Redeemable noncontrolling interests
|
556
|
|
|
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 June 25, 2017 and December 25, 2016
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 475,000,000 shares authorized; 95,008,173 and 103,922,110 shares issued and outstanding as of June 25, 2017 and December 25, 2016, respectively
|
950
|
|
|
1,039
|
|
||
Additional paid-in capital
|
1,079,749
|
|
|
1,079,583
|
|
||
Accumulated deficit
|
(891,648
|
)
|
|
(786,780
|
)
|
||
Accumulated other comprehensive loss
|
(98,824
|
)
|
|
(111,143
|
)
|
||
Total Bloomin’ Brands stockholders’ equity
|
90,227
|
|
|
182,699
|
|
||
Noncontrolling interests
|
11,001
|
|
|
12,654
|
|
||
Total stockholders’ equity
|
101,228
|
|
|
195,353
|
|
||
Total liabilities, mezzanine equity and stockholders’ equity
|
$
|
2,480,921
|
|
|
$
|
2,642,279
|
|
|
|||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
$
|
1,019,957
|
|
|
$
|
1,072,519
|
|
|
$
|
2,155,445
|
|
|
$
|
2,230,571
|
|
Franchise and other revenues
|
13,025
|
|
|
6,069
|
|
|
21,360
|
|
|
12,205
|
|
||||
Total revenues
|
1,032,982
|
|
|
1,078,588
|
|
|
2,176,805
|
|
|
2,242,776
|
|
||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
323,130
|
|
|
346,811
|
|
|
687,878
|
|
|
722,099
|
|
||||
Labor and other related
|
297,857
|
|
|
309,155
|
|
|
622,255
|
|
|
631,960
|
|
||||
Other restaurant operating
|
244,124
|
|
|
250,443
|
|
|
492,064
|
|
|
504,014
|
|
||||
Depreciation and amortization
|
48,063
|
|
|
49,004
|
|
|
94,653
|
|
|
96,655
|
|
||||
General and administrative
|
77,056
|
|
|
68,566
|
|
|
148,997
|
|
|
143,591
|
|
||||
Provision for impaired assets and restaurant closings
|
598
|
|
|
41,276
|
|
|
19,674
|
|
|
44,440
|
|
||||
Total costs and expenses
|
990,828
|
|
|
1,065,255
|
|
|
2,065,521
|
|
|
2,142,759
|
|
||||
Income from operations
|
42,154
|
|
|
13,333
|
|
|
111,284
|
|
|
100,017
|
|
||||
Loss on defeasance, extinguishment and modification of debt
|
(260
|
)
|
|
—
|
|
|
(260
|
)
|
|
(26,580
|
)
|
||||
Other income (expense), net
|
7,281
|
|
|
(1
|
)
|
|
7,230
|
|
|
(20
|
)
|
||||
Interest expense, net
|
(9,543
|
)
|
|
(10,302
|
)
|
|
(18,684
|
)
|
|
(23,177
|
)
|
||||
Income before provision for income taxes
|
39,632
|
|
|
3,030
|
|
|
99,570
|
|
|
50,240
|
|
||||
Provision for income taxes
|
3,303
|
|
|
11,095
|
|
|
18,318
|
|
|
22,422
|
|
||||
Net income (loss)
|
36,329
|
|
|
(8,065
|
)
|
|
81,252
|
|
|
27,818
|
|
||||
Less: net income attributable to noncontrolling interests
|
699
|
|
|
1,112
|
|
|
1,712
|
|
|
2,520
|
|
||||
Net income (loss) attributable to Bloomin’ Brands
|
$
|
35,630
|
|
|
$
|
(9,177
|
)
|
|
$
|
79,540
|
|
|
$
|
25,298
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
36,329
|
|
|
$
|
(8,065
|
)
|
|
$
|
81,252
|
|
|
$
|
27,818
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(9,118
|
)
|
|
19,965
|
|
|
11,371
|
|
|
12,680
|
|
||||
Unrealized loss on derivatives, net of tax
|
(610
|
)
|
|
(2,187
|
)
|
|
(509
|
)
|
|
(4,922
|
)
|
||||
Reclassification of adjustment for loss on derivatives included in Net income (loss), net of tax
|
643
|
|
|
967
|
|
|
1,427
|
|
|
1,955
|
|
||||
Comprehensive income
|
27,244
|
|
|
10,680
|
|
|
93,541
|
|
|
37,531
|
|
||||
Less: comprehensive income attributable to noncontrolling interests
|
757
|
|
|
2,820
|
|
|
1,682
|
|
|
4,926
|
|
||||
Comprehensive income attributable to Bloomin’ Brands
|
$
|
26,487
|
|
|
$
|
7,860
|
|
|
$
|
91,859
|
|
|
$
|
32,605
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.36
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.79
|
|
|
$
|
0.22
|
|
Diluted
|
$
|
0.35
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.76
|
|
|
$
|
0.21
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
98,852
|
|
|
113,330
|
|
|
100,963
|
|
|
115,630
|
|
||||
Diluted
|
102,421
|
|
|
113,330
|
|
|
104,417
|
|
|
118,560
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per common share
|
$
|
0.08
|
|
|
$
|
0.07
|
|
|
$
|
0.16
|
|
|
$
|
0.14
|
|
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
79,540
|
|
|
—
|
|
|
1,837
|
|
|
81,377
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,319
|
|
|
(38
|
)
|
|
12,281
|
|
||||||
Cash dividends declared, $0.16 per common share
|
—
|
|
|
—
|
|
|
(16,308
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,308
|
)
|
||||||
Repurchase and retirement of common stock
|
(9,917
|
)
|
|
(99
|
)
|
|
—
|
|
|
(198,629
|
)
|
|
—
|
|
|
—
|
|
|
(198,728
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
12,716
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,716
|
|
||||||
Common stock issued under stock plans (1)
|
1,003
|
|
|
10
|
|
|
4,597
|
|
|
(143
|
)
|
|
—
|
|
|
—
|
|
|
4,464
|
|
||||||
Change in the redemption value of redeemable interests
|
—
|
|
|
—
|
|
|
(126
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
||||||
Purchase of noncontrolling interests, net of tax of $45
|
—
|
|
|
—
|
|
|
(713
|
)
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
|
(892
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,754
|
)
|
|
(3,754
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
481
|
|
|
481
|
|
||||||
Cumulative-effect from a change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
14,364
|
|
|
—
|
|
|
—
|
|
|
14,364
|
|
||||||
Balance, June 25, 2017
|
95,008
|
|
|
$
|
950
|
|
|
$
|
1,079,749
|
|
|
$
|
(891,648
|
)
|
|
$
|
(98,824
|
)
|
|
$
|
11,001
|
|
|
$
|
101,228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(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
|
—
|
|
|
—
|
|
|
—
|
|
|
25,298
|
|
|
—
|
|
|
2,139
|
|
|
27,437
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,307
|
|
|
(24
|
)
|
|
7,283
|
|
||||||
Cash dividends declared, $0.14 per common share
|
—
|
|
|
—
|
|
|
(16,216
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,216
|
)
|
||||||
Repurchase and retirement of common stock
|
(7,775
|
)
|
|
(78
|
)
|
|
—
|
|
|
(139,814
|
)
|
|
—
|
|
|
—
|
|
|
(139,892
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
|
|
|
12,854
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,854
|
|
||||||
Tax shortfall from stock-based compensation
|
—
|
|
|
—
|
|
|
(594
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(594
|
)
|
||||||
Common stock issued under stock plans (1)
|
425
|
|
|
5
|
|
|
632
|
|
|
(329
|
)
|
|
—
|
|
|
—
|
|
|
308
|
|
||||||
Change in the redemption value of redeemable interests
|
—
|
|
|
—
|
|
|
(1,349
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,349
|
)
|
||||||
Purchase of noncontrolling interests, net of tax of $522
|
—
|
|
|
—
|
|
|
569
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|
733
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,652
|
)
|
|
(3,652
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
453
|
|
|
453
|
|
||||||
Balance, June 26, 2016
|
111,865
|
|
|
$
|
1,119
|
|
|
$
|
1,068,757
|
|
|
$
|
(633,205
|
)
|
|
$
|
(140,060
|
)
|
|
$
|
12,654
|
|
|
$
|
309,265
|
|
(1)
|
Net of forfeitures and shares withheld for employee taxes.
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||
Cash flows provided by operating activities:
|
|
|
|
||||
Net income
|
$
|
81,252
|
|
|
$
|
27,818
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
94,653
|
|
|
96,655
|
|
||
Amortization of deferred discounts and issuance costs
|
1,637
|
|
|
2,542
|
|
||
Amortization of deferred gift card sales commissions
|
13,756
|
|
|
15,832
|
|
||
Provision for impaired assets and restaurant closings
|
19,674
|
|
|
44,440
|
|
||
Stock-based and other non-cash compensation expense
|
13,901
|
|
|
11,454
|
|
||
Deferred income tax (benefit) expense
|
(989
|
)
|
|
3,187
|
|
||
Gain on sale of a business
|
(7,284
|
)
|
|
—
|
|
||
Loss on defeasance, extinguishment and modification of debt
|
260
|
|
|
26,580
|
|
||
Recognition of deferred gain on sale-leaseback transactions
|
(5,816
|
)
|
|
(1,739
|
)
|
||
Excess tax benefit from stock-based compensation
|
—
|
|
|
(378
|
)
|
||
Other non-cash items, net
|
1,799
|
|
|
(669
|
)
|
||
Change in assets and liabilities
|
(29,708
|
)
|
|
(20,306
|
)
|
||
Net cash provided by operating activities
|
183,135
|
|
|
205,416
|
|
||
Cash flows (used in) provided by investing activities:
|
|
|
|
|
|
||
Proceeds from sale-leaseback transactions, net
|
49,780
|
|
|
160,597
|
|
||
Proceeds from sale of a business
|
33,994
|
|
|
—
|
|
||
Capital expenditures
|
(116,256
|
)
|
|
(109,319
|
)
|
||
Decrease in restricted cash
|
14,969
|
|
|
35,238
|
|
||
Increase in restricted cash
|
(5,957
|
)
|
|
(12,999
|
)
|
||
Other investments, net
|
(1,119
|
)
|
|
(3,383
|
)
|
||
Net cash (used in) provided by investing activities
|
$
|
(24,589
|
)
|
|
$
|
70,134
|
|
|
|
|
|
||||
|
(CONTINUED...)
|
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||
Cash flows used in financing activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt, net
|
$
|
124,438
|
|
|
$
|
294,699
|
|
Defeasance, extinguishment and modification of debt
|
—
|
|
|
(478,906
|
)
|
||
Repayments of long-term debt
|
(64,399
|
)
|
|
(103,728
|
)
|
||
Proceeds from borrowings on revolving credit facilities, net
|
341,000
|
|
|
414,000
|
|
||
Repayments of borrowings on revolving credit facilities
|
(364,500
|
)
|
|
(233,000
|
)
|
||
Proceeds from failed sale-leaseback transactions, net
|
5,942
|
|
|
—
|
|
||
Proceeds from the exercise of share-based compensation
|
4,607
|
|
|
637
|
|
||
Distributions to noncontrolling interests
|
(3,754
|
)
|
|
(3,652
|
)
|
||
Contributions from noncontrolling interests
|
481
|
|
|
539
|
|
||
Purchase of limited partnership and noncontrolling interests
|
(4,024
|
)
|
|
(8,983
|
)
|
||
Repayments of partner deposits and accrued partner obligations
|
(7,862
|
)
|
|
(10,018
|
)
|
||
Repurchase of common stock
|
(198,871
|
)
|
|
(140,221
|
)
|
||
Excess tax benefit from stock-based compensation
|
—
|
|
|
378
|
|
||
Cash dividends paid on common stock
|
(16,308
|
)
|
|
(16,216
|
)
|
||
Net cash used in financing activities
|
(183,250
|
)
|
|
(284,471
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,002
|
|
|
853
|
|
||
Transfer of cash and cash equivalents to assets held for sale
|
—
|
|
|
(22,195
|
)
|
||
Net decrease in cash and cash equivalents
|
(23,702
|
)
|
|
(30,263
|
)
|
||
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
|
$
|
103,474
|
|
|
$
|
102,074
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
17,393
|
|
|
$
|
23,031
|
|
Cash paid for income taxes, net of refunds
|
22,695
|
|
|
15,087
|
|
||
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
|
$
|
(2,564
|
)
|
|
$
|
15,721
|
|
Purchase of noncontrolling interest included in accrued and other current liabilities
|
898
|
|
|
—
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
(dollars in thousands)
|
JUNE 26, 2016
|
|
JUNE 26, 2016
|
||||
Loss before income taxes (1)
|
$
|
(38,601
|
)
|
|
$
|
(34,594
|
)
|
(1)
|
Includes impairment charges of
$39.6 million
for Assets held for sale during the
thirteen and twenty-six weeks ended June 26, 2016
.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Impairment losses
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
12
|
|
|
$
|
81
|
|
|
$
|
932
|
|
|
$
|
81
|
|
International
|
—
|
|
|
39,636
|
|
|
—
|
|
|
39,636
|
|
||||
Total impairment losses
|
$
|
12
|
|
|
$
|
39,717
|
|
|
$
|
932
|
|
|
$
|
39,717
|
|
Restaurant closure expenses
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
586
|
|
|
$
|
1,221
|
|
|
$
|
18,742
|
|
|
$
|
4,849
|
|
International
|
—
|
|
|
338
|
|
|
—
|
|
|
(126
|
)
|
||||
Total restaurant closure expenses
|
$
|
586
|
|
|
$
|
1,559
|
|
|
$
|
18,742
|
|
|
$
|
4,723
|
|
Provision for impaired assets and restaurant closings
|
$
|
598
|
|
|
$
|
41,276
|
|
|
$
|
19,674
|
|
|
$
|
44,440
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Impairment, facility closure and other expenses
|
|
|
|
|
|
|
|
||||||||
2017 Closure Initiative (1)
|
$
|
(244
|
)
|
|
$
|
—
|
|
|
$
|
17,203
|
|
|
$
|
—
|
|
Bonefish Restructuring (2)
|
—
|
|
|
807
|
|
|
809
|
|
|
4,380
|
|
||||
Provision for impaired assets and restaurant closings
|
$
|
(244
|
)
|
|
$
|
807
|
|
|
$
|
18,012
|
|
|
$
|
4,380
|
|
Severance and other expenses
|
|
|
|
|
|
|
|
||||||||
2017 Closure Initiative (1)
|
$
|
766
|
|
|
$
|
—
|
|
|
$
|
2,948
|
|
|
$
|
—
|
|
Bonefish Restructuring (2)
|
—
|
|
|
26
|
|
|
—
|
|
|
601
|
|
||||
General and administrative
|
$
|
766
|
|
|
$
|
26
|
|
|
$
|
2,948
|
|
|
$
|
601
|
|
Reversal of deferred rent liability
|
|
|
|
|
|
|
|
||||||||
2017 Closure Initiative (1)
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
(4,761
|
)
|
|
$
|
—
|
|
Bonefish Restructuring (2)
|
—
|
|
|
(876
|
)
|
|
—
|
|
|
(2,801
|
)
|
||||
Other restaurant operating
|
$
|
180
|
|
|
$
|
(876
|
)
|
|
$
|
(4,761
|
)
|
|
$
|
(2,801
|
)
|
|
$
|
702
|
|
|
$
|
(43
|
)
|
|
$
|
16,199
|
|
|
$
|
2,180
|
|
(1)
|
On February 15, 2017, the Company decided to close
43
underperforming restaurants (the “2017 Closure Initiative”). Most of these restaurants were closed in 2017 to date, 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 and twenty-six weeks ended June 25, 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.
|
Estimated future expense
(dollars in millions)
|
2017 CLOSURE INITIATIVE
|
|
BONEFISH RESTRUCTURING
|
||||||||||||
Lease related liabilities, net of subleases
|
$
|
3.2
|
|
to
|
$
|
4.1
|
|
|
$
|
2.2
|
|
to
|
$
|
5.1
|
|
Employee severance and other obligations
|
0.4
|
|
to
|
0.7
|
|
|
0.3
|
|
to
|
0.6
|
|
||||
Total estimated future expense
|
$
|
3.6
|
|
to
|
$
|
4.8
|
|
|
$
|
2.5
|
|
to
|
$
|
5.7
|
|
|
|
|
|
|
|
|
|
||||||||
Total estimated future cash expenditures (dollars in millions)
|
$
|
25.3
|
|
|
$
|
29.5
|
|
|
$
|
10.1
|
|
to
|
$
|
12.3
|
|
|
TWENTY-SIX WEEKS ENDED
|
||
(dollars in thousands)
|
JUNE 25, 2017
|
||
Beginning of the period
|
$
|
6,557
|
|
Charges
|
19,759
|
|
|
Cash payments
|
(4,850
|
)
|
|
Adjustments
|
(1,017
|
)
|
|
End of the period (1)
|
$
|
20,449
|
|
(1)
|
As of
June 25, 2017
, the Company had exit-related accruals of
$6.5 million
recorded in Accrued and other current liabilities and
$13.9 million
recorded in Other long-term liabilities, net in the Consolidated Balance Sheet.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||
(shares in thousands)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||
Stock options
|
5,359
|
|
|
8,269
|
|
|
5,462
|
|
|
4,854
|
|
Nonvested restricted stock and restricted stock units
|
153
|
|
|
587
|
|
|
172
|
|
|
376
|
|
Nonvested performance-based share units
|
262
|
|
|
77
|
|
|
317
|
|
|
83
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Stock options
|
$
|
2,944
|
|
|
$
|
3,301
|
|
|
$
|
5,699
|
|
|
$
|
6,019
|
|
Restricted stock and restricted stock units
|
2,689
|
|
|
2,518
|
|
|
5,242
|
|
|
4,562
|
|
||||
Performance-based share units
|
820
|
|
|
867
|
|
|
1,236
|
|
|
1,752
|
|
||||
|
$
|
6,453
|
|
|
$
|
6,686
|
|
|
$
|
12,177
|
|
|
$
|
12,333
|
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||
Assumptions:
|
|
|
|
||||
Weighted-average risk-free interest rate (1)
|
1.93
|
%
|
|
1.33
|
%
|
||
Dividend yield (2)
|
1.84
|
%
|
|
1.60
|
%
|
||
Expected term (3)
|
6.3 years
|
|
|
6.1 years
|
|
||
Weighted-average volatility (4)
|
33.73
|
%
|
|
35.20
|
%
|
||
|
|
|
|
||||
Weighted-average grant date fair value per option
|
$
|
5.09
|
|
|
$
|
5.27
|
|
(1)
|
Risk-free interest rate is the U.S. Treasury yield curve in effect as of the grant date for periods within the 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
|
$
|
20,204
|
|
|
2.5
|
Restricted stock and restricted stock units
|
$
|
25,436
|
|
|
2.8
|
Performance-based share units
|
$
|
6,017
|
|
|
2.1
|
(dollars in thousands)
|
JUNE 25, 2017
|
|
DECEMBER 25, 2016
|
||||
Prepaid expenses
|
$
|
26,539
|
|
|
$
|
35,298
|
|
Accounts receivable - gift cards, net
|
18,355
|
|
|
102,664
|
|
||
Accounts receivable - vendors, net
|
7,093
|
|
|
10,107
|
|
||
Accounts receivable - franchisees, net
|
2,739
|
|
|
1,677
|
|
||
Accounts receivable - other, net
|
20,682
|
|
|
20,497
|
|
||
Assets held for sale
|
4,118
|
|
|
1,331
|
|
||
Other current assets, net
|
17,521
|
|
|
18,652
|
|
||
|
$
|
97,047
|
|
|
$
|
190,226
|
|
(dollars in thousands)
|
U.S.
|
|
INTERNATIONAL
|
|
CONSOLIDATED
|
||||||
Balance as of December 25, 2016
|
$
|
172,424
|
|
|
$
|
137,631
|
|
|
$
|
310,055
|
|
Translation adjustments
|
—
|
|
|
4,492
|
|
|
4,492
|
|
|||
Divestitures (1)
|
(1,657
|
)
|
|
—
|
|
|
(1,657
|
)
|
|||
Balance as of June 25, 2017
|
$
|
170,767
|
|
|
$
|
142,123
|
|
|
$
|
312,890
|
|
(1)
|
During the
twenty-six weeks ended June 25, 2017
, the Company disposed of Goodwill in connection with the sale of
54
of its U.S. Company-owned Outback Steakhouse and Carrabba’s Italian Grill locations to existing franchisees.
|
|
JUNE 25, 2017
|
|
DECEMBER 25, 2016
|
||||||||||
(dollars in thousands)
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||||
Term loan A (1)
|
$
|
247,500
|
|
|
3.07
|
%
|
|
$
|
258,750
|
|
|
2.63
|
%
|
Term loan A-1
|
135,000
|
|
|
3.19
|
%
|
|
140,625
|
|
|
2.70
|
%
|
||
Term loan A-2
|
125,000
|
|
|
3.19
|
%
|
|
—
|
|
|
—
|
%
|
||
Revolving credit facility (1)
|
598,500
|
|
|
3.14
|
%
|
|
622,000
|
|
|
2.67
|
%
|
||
Total Senior Secured Credit Facility
|
$
|
1,106,000
|
|
|
|
|
$
|
1,021,375
|
|
|
|
||
PRP Mortgage Loan
|
—
|
|
|
—
|
%
|
|
47,202
|
|
|
3.21
|
%
|
||
Financing obligations
|
19,587
|
|
|
7.45% to 7.60%
|
|
|
19,595
|
|
|
7.45% to 7.60%
|
|
||
Capital lease obligations
|
2,253
|
|
|
|
|
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
|
(2,302
|
)
|
|
|
|
(2,827
|
)
|
|
|
||||
|
$
|
1,126,538
|
|
|
|
|
$
|
1,089,485
|
|
|
|
||
Less: current portion of long-term debt
|
(44,497
|
)
|
|
|
|
(35,079
|
)
|
|
|
||||
Long-term debt, net
|
$
|
1,082,041
|
|
|
|
|
$
|
1,054,406
|
|
|
|
(1)
|
Represents the weighted-average interest rate for the respective period.
|
SCHEDULED QUARTERLY PAYMENT DATES
|
|
TERM LOAN A-2
|
||
September 30, 2017 through June 30, 2018
|
|
$
|
2,344
|
|
September 30, 2018 through March 31, 2019
|
|
$
|
3,125
|
|
(dollars in thousands)
|
JUNE 25, 2017
|
||
Year 1
|
$
|
44,497
|
|
Year 2
|
1,061,176
|
|
|
Year 3
|
519
|
|
|
Year 4
|
444
|
|
|
Year 5
|
416
|
|
|
Thereafter
|
19,486
|
|
|
Total
|
$
|
1,126,538
|
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
(dollars in thousands)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||
Balance, beginning of period
|
$
|
547
|
|
|
$
|
23,526
|
|
Change in redemption value of Redeemable noncontrolling interests
|
126
|
|
|
1,349
|
|
||
Foreign currency translation attributable to Redeemable noncontrolling interests
|
8
|
|
|
2,430
|
|
||
Net (loss) income attributable to Redeemable noncontrolling interests
|
(125
|
)
|
|
381
|
|
||
Purchase of Redeemable noncontrolling interests
|
—
|
|
|
(3,552
|
)
|
||
Balance, end of period
|
$
|
556
|
|
|
$
|
24,134
|
|
11
.
|
Stockholders’ Equity
|
|
NUMBER OF SHARES
(in thousands) |
|
AVERAGE REPURCHASE PRICE PER SHARE
|
|
AMOUNT
(dollars in thousands) |
|||||
First fiscal quarter
|
2,887
|
|
|
$
|
18.37
|
|
|
$
|
53,053
|
|
Second fiscal quarter (1)
|
7,030
|
|
|
$
|
20.72
|
|
|
145,675
|
|
|
Total common stock repurchases
|
9,917
|
|
|
$
|
20.04
|
|
|
$
|
198,728
|
|
(1)
|
Subsequent to
June 25, 2017
, the Company repurchased
1.6 million
shares of its common stock for
$34.0 million
under a Rule 10b5-1 plan.
|
|
DIVIDENDS PER SHARE
|
|
AMOUNT
(dollars in thousands) |
||||
First fiscal quarter
|
$
|
0.08
|
|
|
$
|
8,254
|
|
Second fiscal quarter
|
0.08
|
|
|
8,054
|
|
||
Total cash dividends declared and paid
|
$
|
0.16
|
|
|
$
|
16,308
|
|
(dollars in thousands)
|
JUNE 25, 2017
|
|
DECEMBER 25, 2016
|
||||
Foreign currency translation adjustment
|
$
|
(96,108
|
)
|
|
$
|
(107,509
|
)
|
Unrealized losses on derivatives, net of tax
|
(2,716
|
)
|
|
(3,634
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(98,824
|
)
|
|
$
|
(111,143
|
)
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Bloomin’ Brands:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
$
|
(9,176
|
)
|
|
$
|
18,257
|
|
|
$
|
11,401
|
|
|
$
|
10,274
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized loss on derivatives, net of tax (1)
|
$
|
(610
|
)
|
|
$
|
(2,187
|
)
|
|
$
|
(509
|
)
|
|
$
|
(4,922
|
)
|
Reclassification of adjustment for loss on derivatives included in Net income (loss), net of tax (2)
|
643
|
|
|
967
|
|
|
1,427
|
|
|
1,955
|
|
||||
Total unrealized gain (loss) on derivatives, net of tax
|
$
|
33
|
|
|
$
|
(1,220
|
)
|
|
$
|
918
|
|
|
$
|
(2,967
|
)
|
Other comprehensive (loss) income attributable to Bloomin’ Brands
|
$
|
(9,143
|
)
|
|
$
|
17,037
|
|
|
$
|
12,319
|
|
|
$
|
7,307
|
|
|
|
|
|
|
|
|
|
||||||||
Non-controlling interests:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
$
|
55
|
|
|
$
|
(30
|
)
|
|
$
|
(38
|
)
|
|
$
|
(24
|
)
|
Other comprehensive income (loss) attributable to Non-controlling interests
|
$
|
55
|
|
|
$
|
(30
|
)
|
|
$
|
(38
|
)
|
|
$
|
(24
|
)
|
|
|
|
|
|
|
|
|
||||||||
Redeemable non-controlling interests:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
$
|
3
|
|
|
$
|
1,738
|
|
|
$
|
8
|
|
|
$
|
2,430
|
|
Other comprehensive income attributable to Redeemable non-controlling interests
|
$
|
3
|
|
|
$
|
1,738
|
|
|
$
|
8
|
|
|
$
|
2,430
|
|
(1)
|
Unrealized loss on derivatives is net of tax of
$0.4 million
and
$1.4 million
for the thirteen weeks ended
June 25, 2017
and
June 26, 2016
, respectively, and
$0.3 million
and
$3.2 million
for the twenty-six weeks ended
June 25, 2017
and
June 26, 2016
, respectively.
|
(2)
|
Reclassifications of adjustments for losses on derivatives are net of tax of
$0.4 million
and
$0.6 million
for the thirteen weeks ended
June 25, 2017
and
June 26, 2016
, respectively, and
$0.9 million
and
$1.3 million
for the twenty-six weeks ended
June 25, 2017
and
June 26, 2016
, respectively.
|
(dollars in thousands)
|
JUNE 25, 2017
|
|
DECEMBER 25, 2016
|
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
||||
Interest rate swaps - liability
|
$
|
2,641
|
|
|
$
|
3,968
|
|
|
Accrued and other current liabilities
|
Interest rate swaps - liability
|
1,845
|
|
|
1,999
|
|
|
Other long-term liabilities, net
|
||
Total fair value of derivative instruments (1)
|
$
|
4,486
|
|
|
$
|
5,967
|
|
|
|
|
|
|
|
|
|
||||
Accrued interest
|
$
|
282
|
|
|
$
|
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
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Interest rate swap expense recognized in Interest expense, net (1)
|
$
|
(1,036
|
)
|
|
$
|
(1,597
|
)
|
|
$
|
(2,301
|
)
|
|
$
|
(3,211
|
)
|
Income tax benefit recognized in Provision for income taxes
|
393
|
|
|
630
|
|
|
874
|
|
|
1,256
|
|
||||
Total effects of the interest rate swaps on Net income (loss)
|
$
|
(643
|
)
|
|
$
|
(967
|
)
|
|
$
|
(1,427
|
)
|
|
$
|
(1,955
|
)
|
(1)
|
During the
thirteen and twenty-six weeks ended June 25, 2017
and
June 26, 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
|
|
JUNE 25, 2017
|
|
DECEMBER 25, 2016
|
||||||||||||||||||||
(dollars in thousands)
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income funds
|
$
|
86
|
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
90
|
|
|
$
|
90
|
|
|
$
|
—
|
|
Money market funds
|
23,396
|
|
|
23,396
|
|
|
—
|
|
|
18,607
|
|
|
18,607
|
|
|
—
|
|
||||||
Restricted cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income funds
|
—
|
|
|
—
|
|
|
—
|
|
|
552
|
|
|
552
|
|
|
—
|
|
||||||
Money market funds
|
—
|
|
|
—
|
|
|
—
|
|
|
2,518
|
|
|
2,518
|
|
|
—
|
|
||||||
Total asset recurring fair value measurements
|
$
|
23,482
|
|
|
$
|
23,482
|
|
|
$
|
—
|
|
|
$
|
21,767
|
|
|
$
|
21,767
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued and other current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
$
|
2,641
|
|
|
$
|
—
|
|
|
$
|
2,641
|
|
|
$
|
3,968
|
|
|
$
|
—
|
|
|
$
|
3,968
|
|
Derivative instruments - commodities
|
105
|
|
|
—
|
|
|
105
|
|
|
157
|
|
|
—
|
|
|
157
|
|
||||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
1,845
|
|
|
—
|
|
|
1,845
|
|
|
1,999
|
|
|
—
|
|
|
1,999
|
|
||||||
Total liability recurring fair value measurements
|
$
|
4,591
|
|
|
$
|
—
|
|
|
$
|
4,591
|
|
|
$
|
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 June 25, 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
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
|
JUNE 25, 2017
|
|
JUNE 25, 2017
|
||||||||||||
(dollars in thousands)
|
CARRYING VALUE
|
|
TOTAL IMPAIRMENT
|
|
CARRYING VALUE (1)
|
|
TOTAL IMPAIRMENT
|
||||||||
Assets held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400
|
|
|
$
|
70
|
|
Property, fixtures and equipment
|
—
|
|
|
12
|
|
|
1,067
|
|
|
862
|
|
||||
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
1,467
|
|
|
$
|
932
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
|
JUNE 26, 2016
|
|
JUNE 26, 2016
|
||||||||||||
(dollars in thousands)
|
CARRYING VALUE (2)
|
|
TOTAL IMPAIRMENT
|
|
CARRYING VALUE (2)
|
|
TOTAL IMPAIRMENT
|
||||||||
Assets held for sale
|
$
|
43,995
|
|
|
$
|
39,717
|
|
|
$
|
43,995
|
|
|
$
|
39,717
|
|
|
$
|
43,995
|
|
|
$
|
39,717
|
|
|
$
|
43,995
|
|
|
$
|
39,717
|
|
(1)
|
Carrying value approximates fair value with all assets measured using third-party market appraisals (Level 2).
|
(2)
|
Carrying value approximates fair value with all assets measured using executed sales contracts (Level 2).
|
|
JUNE 25, 2017
|
|
DECEMBER 25, 2016
|
||||||||||||||||||||
|
CARRYING VALUE
|
|
FAIR VALUE
|
|
CARRYING VALUE
|
|
FAIR VALUE
|
||||||||||||||||
(dollars in thousands)
|
|
LEVEL 2
|
|
LEVEL 3
|
|
|
LEVEL 2
|
|
LEVEL 3
|
||||||||||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term loan A
|
$
|
247,500
|
|
|
$
|
246,572
|
|
|
$
|
—
|
|
|
$
|
258,750
|
|
|
$
|
257,780
|
|
|
$
|
—
|
|
Term loan A-1
|
135,000
|
|
|
134,494
|
|
|
—
|
|
|
140,625
|
|
|
140,098
|
|
|
—
|
|
||||||
Term loan A-2
|
125,000
|
|
|
124,531
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Revolving credit facility
|
598,500
|
|
|
594,011
|
|
|
—
|
|
|
622,000
|
|
|
617,335
|
|
|
—
|
|
||||||
PRP Mortgage Loan
|
—
|
|
|
—
|
|
|
—
|
|
|
47,202
|
|
|
—
|
|
|
47,202
|
|
||||||
Other notes payable
|
1,000
|
|
|
—
|
|
|
983
|
|
|
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
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||
Effective income tax rate
|
8.3
|
%
|
|
366.2
|
%
|
|
18.4
|
%
|
|
44.6
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Total revenues
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
917,369
|
|
|
$
|
958,981
|
|
|
$
|
1,949,987
|
|
|
$
|
2,002,760
|
|
International
|
115,613
|
|
|
119,607
|
|
|
226,818
|
|
|
240,016
|
|
||||
Total revenues
|
$
|
1,032,982
|
|
|
$
|
1,078,588
|
|
|
$
|
2,176,805
|
|
|
$
|
2,242,776
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Segment income (loss) from operations
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
75,068
|
|
|
$
|
89,010
|
|
|
$
|
176,014
|
|
|
$
|
206,849
|
|
International
|
9,679
|
|
|
(34,573
|
)
|
|
18,481
|
|
|
(23,224
|
)
|
||||
Total segment income from operations
|
84,747
|
|
|
54,437
|
|
|
194,495
|
|
|
183,625
|
|
||||
Unallocated corporate operating expense
|
(42,593
|
)
|
|
(41,104
|
)
|
|
(83,211
|
)
|
|
(83,608
|
)
|
||||
Total income from operations
|
42,154
|
|
|
13,333
|
|
|
111,284
|
|
|
100,017
|
|
||||
Loss on defeasance, extinguishment and modification of debt
|
(260
|
)
|
|
—
|
|
|
(260
|
)
|
|
(26,580
|
)
|
||||
Other income (expense), net
|
7,281
|
|
|
(1
|
)
|
|
7,230
|
|
|
(20
|
)
|
||||
Interest expense, net
|
(9,543
|
)
|
|
(10,302
|
)
|
|
(18,684
|
)
|
|
(23,177
|
)
|
||||
Income before provision for income taxes
|
$
|
39,632
|
|
|
$
|
3,030
|
|
|
$
|
99,570
|
|
|
$
|
50,240
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
37,406
|
|
|
$
|
38,960
|
|
|
$
|
74,006
|
|
|
$
|
77,162
|
|
International
|
7,014
|
|
|
6,954
|
|
|
13,514
|
|
|
13,501
|
|
||||
Corporate
|
3,643
|
|
|
3,090
|
|
|
7,133
|
|
|
5,992
|
|
||||
Total depreciation and amortization
|
$
|
48,063
|
|
|
$
|
49,004
|
|
|
$
|
94,653
|
|
|
$
|
96,655
|
|
(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
4.2%
to
$1.0 billion
in the
second quarter of 2017
, as compared to the
second quarter of 2016
, was primarily due to refranchising internationally and domestically and the net impact of restaurant closings and new restaurant openings, partially offset by the effect of foreign currency translation and increases in franchise revenues.
|
•
|
Income from operations of
$42.2 million
in the
second quarter of 2017
, as compared to
$13.3 million
in the
second quarter of 2016
, increased primarily due to impairment related to the sale of Outback Steakhouse South Korea in 2016 and increases in franchise revenues, partially offset by a decrease in restaurant-level operating margin and the timing of our annual partner’s conference which occurred in Q2 of 2017 and Q1 of 2016.
|
•
|
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;
|
•
|
Restaurant-level operating margin, Income from operations, Net income and Diluted earnings per share
—financial measures utilized to evaluate our operating performance.
|
(i)
|
Franchise and other revenues which are earned primarily from franchise royalties and other non-food and beverage revenue streams, such as rental and sublease income.
|
(ii)
|
Depreciation and amortization which, although substantially all of which is related to restaurant-level assets, represent historical sunk costs rather than cash outlays for the restaurants.
|
(iii)
|
General and administrative expense which includes primarily non-restaurant-level costs associated with support of the restaurants and other activities at our corporate offices.
|
(iv)
|
Asset impairment charges and restaurant closing costs which are not reflective of ongoing restaurant performance in a period.
|
•
|
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):
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||
U.S.
|
|
|
|
||
Outback Steakhouse
|
|
|
|
||
Company-owned (1)
|
584
|
|
|
650
|
|
Franchised (1)
|
158
|
|
|
105
|
|
Total
|
742
|
|
|
755
|
|
Carrabba’s Italian Grill
|
|
|
|
||
Company-owned (1)
|
227
|
|
|
244
|
|
Franchised (1)
|
3
|
|
|
3
|
|
Total
|
230
|
|
|
247
|
|
Bonefish Grill
|
|
|
|
||
Company-owned
|
196
|
|
|
204
|
|
Franchised
|
7
|
|
|
6
|
|
Total
|
203
|
|
|
210
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
|
|
||
Company-owned
|
67
|
|
|
66
|
|
International
|
|
|
|
||
Company-owned
|
|
|
|
||
Outback Steakhouse - Brazil (2)
|
85
|
|
|
78
|
|
Outback Steakhouse - South Korea (3)
|
—
|
|
|
74
|
|
Other
|
33
|
|
|
19
|
|
Franchised
|
|
|
|
|
|
Outback Steakhouse - South Korea (3)
|
74
|
|
|
—
|
|
Other
|
54
|
|
|
52
|
|
Total
|
246
|
|
|
223
|
|
System-wide total
|
1,488
|
|
|
1,501
|
|
(1)
|
In April 2017, we sold 53 Outback Steakhouse restaurants and one Carrabba’s Italian Grill restaurant which are now operated as franchises under agreements with the Buyers.
|
(2)
|
The restaurant counts for Brazil are reported as of May 31, 2017 and 2016, respectively, to correspond with the balance sheet dates of this subsidiary.
|
(3)
|
On July 25, 2016, we sold our restaurant locations in South Korea, converting all restaurants in that market to franchised locations.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||
Revenues
|
|
|
|
|
|
|
|
|
|||
Restaurant sales
|
98.7
|
%
|
|
99.4
|
%
|
|
99.0
|
%
|
|
99.5
|
%
|
Franchise and other revenues
|
1.3
|
|
|
0.6
|
|
|
1.0
|
|
|
0.5
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (1)
|
31.7
|
|
|
32.3
|
|
|
31.9
|
|
|
32.4
|
|
Labor and other related (1)
|
29.2
|
|
|
28.8
|
|
|
28.9
|
|
|
28.3
|
|
Other restaurant operating (1)
|
23.9
|
|
|
23.4
|
|
|
22.8
|
|
|
22.6
|
|
Depreciation and amortization
|
4.7
|
|
|
4.5
|
|
|
4.3
|
|
|
4.3
|
|
General and administrative
|
7.5
|
|
|
6.4
|
|
|
6.8
|
|
|
6.4
|
|
Provision for impaired assets and restaurant closings
|
0.1
|
|
|
3.8
|
|
|
0.9
|
|
|
2.0
|
|
Total costs and expenses
|
95.9
|
|
|
98.8
|
|
|
94.9
|
|
|
95.5
|
|
Income from operations
|
4.1
|
|
|
1.2
|
|
|
5.1
|
|
|
4.5
|
|
Loss on defeasance, extinguishment and modification of debt
|
(*)
|
|
|
—
|
|
|
(*)
|
|
|
(1.2
|
)
|
Other income (expense), net
|
0.7
|
|
|
(*)
|
|
|
0.3
|
|
|
(*)
|
|
Interest expense, net
|
(1.0
|
)
|
|
(0.9
|
)
|
|
(0.8
|
)
|
|
(1.1
|
)
|
Income before provision for income taxes
|
3.8
|
|
|
0.3
|
|
|
4.6
|
|
|
2.2
|
|
Provision for income taxes
|
0.3
|
|
|
1.0
|
|
|
0.8
|
|
|
1.0
|
|
Net income (loss)
|
3.5
|
|
|
(0.7
|
)
|
|
3.8
|
|
|
1.2
|
|
Less: net income attributable to noncontrolling interests
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
Net income (loss) attributable to Bloomin’ Brands
|
3.4
|
%
|
|
(0.9
|
)%
|
|
3.7
|
%
|
|
1.1
|
%
|
(1)
|
As a percentage of Restaurant sales.
|
*
|
Less than 1/10
th
of one percent of Total revenues.
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
For the period ending June 26, 2016
|
$
|
1,072.5
|
|
|
$
|
2,230.6
|
|
Change from:
|
|
|
|
||||
Divestiture of restaurants through refranchising transactions
|
(68.4
|
)
|
|
(110.7
|
)
|
||
Restaurant closings
|
(23.0
|
)
|
|
(40.1
|
)
|
||
Restaurant openings
|
21.3
|
|
|
41.7
|
|
||
Effect of foreign currency translation
|
12.2
|
|
|
30.1
|
|
||
Comparable restaurant sales
|
5.4
|
|
|
3.8
|
|
||
For the period ending June 25, 2017
|
$
|
1,020.0
|
|
|
$
|
2,155.4
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||
Year over year percentage change:
|
|
|
|
|
|
|
|
||||
Comparable restaurant sales (stores open 18 months or more) (1):
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
|
|
|
|
|
|
||||
Outback Steakhouse
|
0.3
|
%
|
|
(2.5
|
)%
|
|
0.9
|
%
|
|
(1.9
|
)%
|
Carrabba’s Italian Grill
|
0.4
|
%
|
|
(4.8
|
)%
|
|
(1.8
|
)%
|
|
(3.3
|
)%
|
Bonefish Grill
|
(2.6
|
)%
|
|
0.9
|
%
|
|
(1.6
|
)%
|
|
(1.0
|
)%
|
Fleming’s Prime Steakhouse & Wine Bar
|
(1.3
|
)%
|
|
(0.8
|
)%
|
|
(2.1
|
)%
|
|
0.3
|
%
|
Combined U.S.
|
(0.3
|
)%
|
|
(2.3
|
)%
|
|
(0.3
|
)%
|
|
(1.9
|
)%
|
International
|
|
|
|
|
|
|
|
||||
Outback Steakhouse - Brazil (2)
|
12.6
|
%
|
|
3.9
|
%
|
|
8.2
|
%
|
|
6.4
|
%
|
|
|
|
|
|
|
|
|
||||
Traffic:
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
|
|
|
|
|
|
||||
Outback Steakhouse
|
(0.8
|
)%
|
|
(5.9
|
)%
|
|
(1.5
|
)%
|
|
(4.4
|
)%
|
Carrabba’s Italian Grill
|
(2.0
|
)%
|
|
(4.8
|
)%
|
|
(4.7
|
)%
|
|
(1.6
|
)%
|
Bonefish Grill
|
(3.1
|
)%
|
|
(2.8
|
)%
|
|
(2.6
|
)%
|
|
(4.0
|
)%
|
Fleming’s Prime Steakhouse & Wine Bar
|
(5.5
|
)%
|
|
(3.7
|
)%
|
|
(6.5
|
)%
|
|
(1.2
|
)%
|
Combined U.S.
|
(1.5
|
)%
|
|
(5.2
|
)%
|
|
(2.5
|
)%
|
|
(3.7
|
)%
|
International
|
|
|
|
|
|
|
|
||||
Outback Steakhouse - Brazil
|
3.2
|
%
|
|
(1.5
|
)%
|
|
0.7
|
%
|
|
(0.4
|
)%
|
|
|
|
|
|
|
|
|
||||
Average check per person increases (decreases) (3):
|
|
|
|
|
|
|
|
||||
U.S.
|
|
|
|
|
|
|
|
||||
Outback Steakhouse
|
1.1
|
%
|
|
3.4
|
%
|
|
2.4
|
%
|
|
2.5
|
%
|
Carrabba’s Italian Grill
|
2.4
|
%
|
|
—
|
%
|
|
2.9
|
%
|
|
(1.7
|
)%
|
Bonefish Grill
|
0.5
|
%
|
|
3.7
|
%
|
|
1.0
|
%
|
|
3.0
|
%
|
Fleming’s Prime Steakhouse & Wine Bar
|
4.2
|
%
|
|
2.9
|
%
|
|
4.4
|
%
|
|
1.5
|
%
|
Combined U.S.
|
1.2
|
%
|
|
2.9
|
%
|
|
2.2
|
%
|
|
1.8
|
%
|
International
|
|
|
|
|
|
|
|
||||
Outback Steakhouse - Brazil
|
8.2
|
%
|
|
6.3
|
%
|
|
7.3
|
%
|
|
6.7
|
%
|
(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 trading day impact from calendar period reporting of 1.2% and (0.9%) for the thirteen weeks ended June 25, 2017 and June 26, 2016, respectively and 0.2% and 0.1% for the twenty-six weeks ended June 25, 2017 and June 26, 2016, respectively.
|
(3)
|
Increases (decreases) in average check per person includes the impact of menu pricing changes, product mix and discounts.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Average restaurant unit volumes:
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
$
|
66,065
|
|
|
$
|
65,158
|
|
|
$
|
69,165
|
|
|
$
|
67,978
|
|
Carrabba’s Italian Grill
|
$
|
57,114
|
|
|
$
|
55,396
|
|
|
$
|
58,362
|
|
|
$
|
58,267
|
|
Bonefish Grill
|
$
|
59,431
|
|
|
$
|
60,136
|
|
|
$
|
61,227
|
|
|
$
|
61,462
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
$
|
80,707
|
|
|
$
|
80,432
|
|
|
$
|
84,571
|
|
|
$
|
85,171
|
|
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse - Brazil (1)
|
$
|
86,653
|
|
|
$
|
68,534
|
|
|
$
|
85,925
|
|
|
$
|
68,289
|
|
Operating weeks:
|
|
|
|
|
|
|
|
|
|||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
7,821
|
|
|
8,440
|
|
|
16,193
|
|
|
16,884
|
|
||||
Carrabba’s Italian Grill
|
2,956
|
|
|
3,172
|
|
|
6,024
|
|
|
6,344
|
|
||||
Bonefish Grill
|
2,548
|
|
|
2,653
|
|
|
5,148
|
|
|
5,362
|
|
||||
Fleming’s Prime Steakhouse & Wine Bar
|
871
|
|
|
858
|
|
|
1,749
|
|
|
1,716
|
|
||||
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse - Brazil
|
1,106
|
|
|
1,008
|
|
|
2,173
|
|
|
1,984
|
|
(1)
|
Translated at an average exchange rate of
3.16
and
3.59
for the
thirteen weeks ended June 25, 2017
and
June 26, 2016
, respectively and
3.19
and
3.77
for the
twenty-six weeks ended June 25, 2017
and
June 26, 2016
, respectively.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in millions)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Franchise revenues (1)
|
$
|
9.3
|
|
|
$
|
4.5
|
|
|
$
|
15.9
|
|
|
$
|
9.1
|
|
Other revenues
|
3.7
|
|
|
1.6
|
|
|
5.5
|
|
|
3.1
|
|
||||
Franchise and other revenues
|
$
|
13.0
|
|
|
$
|
6.1
|
|
|
$
|
21.4
|
|
|
$
|
12.2
|
|
(1)
|
Represents franchise royalties and initial franchise fees.
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||
(dollars in millions)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
||||||||||
Cost of sales
|
$
|
323.1
|
|
|
$
|
346.8
|
|
|
|
|
$
|
687.9
|
|
|
$
|
722.1
|
|
|
|
||
% of Restaurant sales
|
31.7
|
%
|
|
32.3
|
%
|
|
(0.6
|
)%
|
|
31.9
|
%
|
|
32.4
|
%
|
|
(0.5
|
)%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||
(dollars in millions)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
||||||||||
Labor and other related
|
$
|
297.9
|
|
|
$
|
309.2
|
|
|
|
|
$
|
622.3
|
|
|
$
|
632.0
|
|
|
|
||
% of Restaurant sales
|
29.2
|
%
|
|
28.8
|
%
|
|
0.4
|
%
|
|
28.9
|
%
|
|
28.3
|
%
|
|
0.6
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||
(dollars in millions)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
||||||||||
Other restaurant operating
|
$
|
244.1
|
|
|
$
|
250.4
|
|
|
|
|
$
|
492.1
|
|
|
$
|
504.0
|
|
|
|
||
% of Restaurant sales
|
23.9
|
%
|
|
23.4
|
%
|
|
0.5
|
%
|
|
22.8
|
%
|
|
22.6
|
%
|
|
0.2
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
||||||||||||
Depreciation and amortization
|
$
|
48.1
|
|
|
$
|
49.0
|
|
|
$
|
(0.9
|
)
|
|
$
|
94.7
|
|
|
$
|
96.7
|
|
|
$
|
(2.0
|
)
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
For the period ended June 26, 2016
|
$
|
68.6
|
|
|
$
|
143.6
|
|
Change from:
|
|
|
|
||||
Conference expense (1)
|
4.2
|
|
|
(0.2
|
)
|
||
Legal and professional fees (2)
|
1.3
|
|
|
2.3
|
|
||
Foreign currency exchange (3)
|
1.2
|
|
|
2.6
|
|
||
Compensation, benefits and payroll tax (4)
|
(0.5
|
)
|
|
(2.7
|
)
|
||
Other
|
2.3
|
|
|
3.4
|
|
||
For the period ended June 25, 2017
|
$
|
77.1
|
|
|
$
|
149.0
|
|
(1)
|
Conference expense was higher during the
second quarter of 2017
due to the timing of our annual managing partner conference.
|
(2)
|
Legal and professional fees were higher primarily due to certain tax projects.
|
(3)
|
Foreign currency exchange primarily includes appreciation of the Brazil Real.
|
(4)
|
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 corporate functions in 2016.
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
||||||||||||
Provision for impaired assets and restaurant closings
|
$
|
0.6
|
|
|
$
|
41.3
|
|
|
$
|
(40.7
|
)
|
|
$
|
19.7
|
|
|
$
|
44.4
|
|
|
$
|
(24.7
|
)
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in millions)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Impairment, facility closure and other expenses
|
|
|
|
|
|
|
|
||||||||
2017 Closure Initiative (1)
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
17.2
|
|
|
$
|
—
|
|
Bonefish Restructuring (2)
|
—
|
|
|
0.8
|
|
|
0.8
|
|
|
4.4
|
|
||||
Impairment, facility closure and other expense for Closure Initiatives
|
$
|
(0.2
|
)
|
|
$
|
0.8
|
|
|
$
|
18.0
|
|
|
$
|
4.4
|
|
(1)
|
We expect to incur additional charges of approximately
$3.2 million
to
$4.1 million
for the 2017 Closure Initiative over the next
two years
, including costs associated with lease obligations and other closure related obligations.
|
(2)
|
We expect to incur additional charges of approximately
$2.2 million
to
$5.1 million
for the Bonefish Restructuring over the next
three years
, including costs associated with lease obligations and other closure related obligations.
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
||||||||||||
Income from operations
|
$
|
42.2
|
|
|
$
|
13.3
|
|
|
$
|
28.9
|
|
|
$
|
111.3
|
|
|
$
|
100.0
|
|
|
$
|
11.3
|
|
% of Total revenues
|
4.1
|
%
|
|
1.2
|
%
|
|
2.9
|
%
|
|
5.1
|
%
|
|
4.5
|
%
|
|
0.6
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
||||||||||||
Interest expense, net
|
$
|
9.5
|
|
|
$
|
10.3
|
|
|
$
|
(0.8
|
)
|
|
$
|
18.7
|
|
|
$
|
23.2
|
|
|
$
|
(4.5
|
)
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
Change
|
||||||
Effective income tax rate
|
8.3
|
%
|
|
366.2
|
%
|
|
(357.9
|
)%
|
|
18.4
|
%
|
|
44.6
|
%
|
|
(26.2
|
)%
|
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
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Segment income (loss) from operations
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
75,068
|
|
|
$
|
89,010
|
|
|
$
|
176,014
|
|
|
$
|
206,849
|
|
International
|
9,679
|
|
|
(34,573
|
)
|
|
18,481
|
|
|
(23,224
|
)
|
||||
Total segment income from operations
|
84,747
|
|
|
54,437
|
|
|
194,495
|
|
|
183,625
|
|
||||
Unallocated corporate operating expense
|
(42,593
|
)
|
|
(41,104
|
)
|
|
(83,211
|
)
|
|
(83,608
|
)
|
||||
Total income from operations
|
42,154
|
|
|
13,333
|
|
|
111,284
|
|
|
100,017
|
|
||||
Loss on defeasance, extinguishment and modification of debt
|
(260
|
)
|
|
—
|
|
|
(260
|
)
|
|
(26,580
|
)
|
||||
Other income (expense), net
|
7,281
|
|
|
(1
|
)
|
|
7,230
|
|
|
(20
|
)
|
||||
Interest expense, net
|
(9,543
|
)
|
|
(10,302
|
)
|
|
(18,684
|
)
|
|
(23,177
|
)
|
||||
Income before provision for income taxes
|
$
|
39,632
|
|
|
$
|
3,030
|
|
|
$
|
99,570
|
|
|
$
|
50,240
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
$
|
907,037
|
|
|
$
|
953,992
|
|
|
$
|
1,934,249
|
|
|
$
|
1,992,741
|
|
Franchise and other revenues
|
10,332
|
|
|
4,989
|
|
|
15,738
|
|
|
10,019
|
|
||||
Total revenues
|
$
|
917,369
|
|
|
$
|
958,981
|
|
|
$
|
1,949,987
|
|
|
$
|
2,002,760
|
|
Restaurant-level operating margin
|
14.1
|
%
|
|
15.5
|
%
|
|
15.8
|
%
|
|
16.5
|
%
|
||||
Income from operations
|
$
|
75,068
|
|
|
$
|
89,010
|
|
|
$
|
176,014
|
|
|
$
|
206,849
|
|
Operating income margin
|
8.2
|
%
|
|
9.3
|
%
|
|
9.0
|
%
|
|
10.3
|
%
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
For the period ending June 26, 2016
|
$
|
954.0
|
|
|
$
|
1,992.8
|
|
Change from:
|
|
|
|
||||
Divestiture of restaurants through refranchising transactions
|
(31.7
|
)
|
|
(32.0
|
)
|
||
Restaurant Closings
|
(22.6
|
)
|
|
(39.1
|
)
|
||
Comparable restaurant sales
|
(2.2
|
)
|
|
(6.0
|
)
|
||
Restaurant openings
|
9.6
|
|
|
18.5
|
|
||
For the period ending June 25, 2017
|
$
|
907.1
|
|
|
$
|
1,934.2
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
$
|
112,920
|
|
|
$
|
118,527
|
|
|
$
|
221,196
|
|
|
$
|
237,830
|
|
Franchise and other revenues
|
2,693
|
|
|
1,080
|
|
|
5,622
|
|
|
2,186
|
|
||||
Total revenues
|
$
|
115,613
|
|
|
$
|
119,607
|
|
|
$
|
226,818
|
|
|
$
|
240,016
|
|
Restaurant-level operating margin
|
21.1
|
%
|
|
16.2
|
%
|
|
20.7
|
%
|
|
17.8
|
%
|
||||
Income (loss) from operations
|
$
|
9,679
|
|
|
$
|
(34,573
|
)
|
|
$
|
18,481
|
|
|
$
|
(23,224
|
)
|
Operating income (loss) margin
|
8.4
|
%
|
|
(28.9
|
)%
|
|
8.1
|
%
|
|
(9.7
|
)%
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
For the period ending June 26, 2016
|
$
|
118.5
|
|
|
$
|
237.8
|
|
Change from:
|
|
|
|
||||
Refranchising of Outback Steakhouse South Korea
|
(36.7
|
)
|
|
(78.7
|
)
|
||
Restaurant closings
|
(0.4
|
)
|
|
(1.0
|
)
|
||
Effect of foreign currency translation
|
12.2
|
|
|
30.1
|
|
||
Restaurant openings
|
11.7
|
|
|
23.2
|
|
||
Comparable restaurant sales
|
7.6
|
|
|
9.8
|
|
||
For the period ending June 25, 2017
|
$
|
112.9
|
|
|
$
|
221.2
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
COMPANY-OWNED RESTAURANT SALES (dollars in millions)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse (1)
|
$
|
517
|
|
|
$
|
550
|
|
|
$
|
1,120
|
|
|
$
|
1,148
|
|
Carrabba’s Italian Grill (1)
|
168
|
|
|
176
|
|
|
351
|
|
|
370
|
|
||||
Bonefish Grill
|
151
|
|
|
159
|
|
|
315
|
|
|
329
|
|
||||
Fleming’s Prime Steakhouse & Wine Bar
|
71
|
|
|
69
|
|
|
148
|
|
|
146
|
|
||||
Total
|
$
|
907
|
|
|
$
|
954
|
|
|
$
|
1,934
|
|
|
$
|
1,993
|
|
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse-Brazil
|
$
|
96
|
|
|
$
|
69
|
|
|
$
|
187
|
|
|
$
|
135
|
|
Outback Steakhouse-South Korea (2)
|
—
|
|
|
37
|
|
|
—
|
|
|
79
|
|
||||
Other
|
17
|
|
|
13
|
|
|
34
|
|
|
24
|
|
||||
Total
|
$
|
113
|
|
|
$
|
119
|
|
|
$
|
221
|
|
|
$
|
238
|
|
Total Company-owned restaurant sales
|
$
|
1,020
|
|
|
$
|
1,073
|
|
|
$
|
2,155
|
|
|
$
|
2,231
|
|
(1)
|
In April 2017, we sold 53 Outback Steakhouse restaurants and one Carrabba’s Italian Grill restaurant which are now operated as franchises under agreements with the Buyers.
|
(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
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
FRANCHISE SALES (dollars in millions) (1)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse (2)
|
$
|
114
|
|
|
$
|
83
|
|
|
$
|
204
|
|
|
$
|
175
|
|
Carrabba's Italian Grill (2)
|
2
|
|
|
3
|
|
|
4
|
|
|
6
|
|
||||
Bonefish Grill
|
4
|
|
|
4
|
|
|
8
|
|
|
7
|
|
||||
Total
|
120
|
|
|
90
|
|
|
216
|
|
|
188
|
|
||||
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse-South Korea (3)
|
40
|
|
|
—
|
|
|
84
|
|
|
—
|
|
||||
Other
|
28
|
|
|
28
|
|
|
57
|
|
|
56
|
|
||||
Total
|
68
|
|
|
28
|
|
|
141
|
|
|
56
|
|
||||
Total franchise sales (1)
|
$
|
188
|
|
|
$
|
118
|
|
|
$
|
357
|
|
|
$
|
244
|
|
Income from franchise sales (4)
|
$
|
9
|
|
|
$
|
4
|
|
|
$
|
16
|
|
|
$
|
9
|
|
(1)
|
Franchise sales are not included in Total revenues in the
Consolidated Statements of Operations and Comprehensive Income
.
|
(2)
|
In April 2017, we sold 53 Outback Steakhouse restaurants and one Carrabba’s Italian Grill restaurant which are now operated as franchises under agreements with the Buyers.
|
(3)
|
On July 25, 2016, we sold our restaurant locations in South Korea, converting all restaurants in that market to franchised locations.
|
(4)
|
Represents franchise royalties and initial franchise fees included in the
Consolidated Statements of Operations and Comprehensive Income
in Franchise and other revenues.
|
|
THIRTEEN WEEKS ENDED
|
||||||||||
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
|
U.S. GAAP
|
|
ADJUSTED
|
|
U.S. GAAP
|
|
ADJUSTED (1)
|
||||
Restaurant sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
31.7
|
%
|
|
31.7
|
%
|
|
32.3
|
%
|
|
32.3
|
%
|
Labor and other related
|
29.2
|
%
|
|
29.2
|
%
|
|
28.8
|
%
|
|
28.8
|
%
|
Other restaurant operating
|
23.9
|
%
|
|
23.9
|
%
|
|
23.4
|
%
|
|
23.3
|
%
|
|
|
|
|
|
|
|
|
||||
Restaurant-level operating margin
|
15.2
|
%
|
|
15.2
|
%
|
|
15.5
|
%
|
|
15.5
|
%
|
|
|
|
|
|
|
|
|
||||
|
TWENTY-SIX WEEKS ENDED
|
||||||||||
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
|
U.S. GAAP
|
|
ADJUSTED (2)
|
|
U.S. GAAP
|
|
ADJUSTED (1)(3)
|
||||
Restaurant sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
31.9
|
%
|
|
31.9
|
%
|
|
32.4
|
%
|
|
32.4
|
%
|
Labor and other related
|
28.9
|
%
|
|
28.9
|
%
|
|
28.3
|
%
|
|
28.3
|
%
|
Other restaurant operating
|
22.8
|
%
|
|
23.1
|
%
|
|
22.6
|
%
|
|
22.7
|
%
|
|
|
|
|
|
|
|
|
||||
Restaurant-level operating margin
|
16.4
|
%
|
|
16.1
|
%
|
|
16.7
|
%
|
|
16.6
|
%
|
(1)
|
Includes adjustments for loss of $0.3 million on the sale of certain properties, recorded in Other restaurant operating.
|
(2)
|
Includes adjustments for the write-off of $5.3 million of deferred rent liabilities associated with the 2017 Closure Initiative and our relocation program, recorded in Other restaurant operating.
|
(3)
|
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
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(in thousands, except per share data)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||||||
Income from operations
|
$
|
42,154
|
|
|
$
|
13,333
|
|
|
$
|
111,284
|
|
|
$
|
100,017
|
|
Operating income margin
|
4.1
|
%
|
|
1.2
|
%
|
|
5.1
|
%
|
|
4.5
|
%
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Restaurant relocations and related costs (1)
|
2,251
|
|
|
550
|
|
|
4,358
|
|
|
906
|
|
||||
Transaction-related expenses (2)
|
1,240
|
|
|
(106
|
)
|
|
1,447
|
|
|
466
|
|
||||
Restaurant impairments and closing costs (3)
|
702
|
|
|
335
|
|
|
16,199
|
|
|
2,120
|
|
||||
Asset impairments and related costs (4)
|
—
|
|
|
39,677
|
|
|
—
|
|
|
40,023
|
|
||||
Severance (5)
|
—
|
|
|
737
|
|
|
—
|
|
|
1,872
|
|
||||
Total income from operations adjustments
|
4,193
|
|
|
41,193
|
|
|
22,004
|
|
|
45,387
|
|
||||
Adjusted income from operations
|
$
|
46,347
|
|
|
$
|
54,526
|
|
|
$
|
133,288
|
|
|
$
|
145,404
|
|
Adjusted operating income margin
|
4.5
|
%
|
|
5.1
|
%
|
|
6.1
|
%
|
|
6.5
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Bloomin’ Brands
|
$
|
35,630
|
|
|
$
|
(9,177
|
)
|
|
$
|
79,540
|
|
|
$
|
25,298
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Income from operations adjustments
|
4,193
|
|
|
41,193
|
|
|
22,004
|
|
|
45,387
|
|
||||
Gain on disposal of business (6)
|
(7,284
|
)
|
|
—
|
|
|
(7,284
|
)
|
|
—
|
|
||||
Loss on defeasance, extinguishment and modification of debt (7)
|
260
|
|
|
—
|
|
|
260
|
|
|
26,580
|
|
||||
Total adjustments, before income taxes
|
(2,831
|
)
|
|
41,193
|
|
|
14,980
|
|
|
71,967
|
|
||||
Adjustment to provision for income taxes (8)
|
(4,525
|
)
|
|
2,032
|
|
|
(8,944
|
)
|
|
(7,044
|
)
|
||||
Net adjustments
|
(7,356
|
)
|
|
43,225
|
|
|
6,036
|
|
|
64,923
|
|
||||
Adjusted net income
|
$
|
28,274
|
|
|
$
|
34,048
|
|
|
$
|
85,576
|
|
|
$
|
90,221
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share
|
$
|
0.35
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.76
|
|
|
$
|
0.21
|
|
Adjusted diluted earnings per share
|
$
|
0.28
|
|
|
$
|
0.29
|
|
|
$
|
0.82
|
|
|
$
|
0.76
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
98,852
|
|
|
113,330
|
|
|
100,963
|
|
|
115,630
|
|
||||
Diluted weighted average common shares outstanding (9)
|
102,421
|
|
|
116,343
|
|
|
104,417
|
|
|
118,560
|
|
(1)
|
Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation program.
|
(2)
|
Relates primarily to the following: (i) professional fees related to certain income tax items in which the associated tax benefit is adjusted in Adjustments to provision for income taxes, as described in footnote 8 to this table, and (ii) costs incurred in connection with our sale-leaseback initiative.
|
(3)
|
Represents expenses incurred for approved closure and restructuring initiatives.
|
(4)
|
Represents asset impairment charges and related costs associated with the decision to sell Outback Steakhouse South Korea in 2016.
|
(5)
|
Relates to severance expense incurred primarily as a result of the relocation of our Fleming’s operations center to the corporate home office in 2016.
|
(6)
|
Primarily relates to the sale of 54 U.S. Company-owned restaurants to existing franchisees.
|
(7)
|
Relates to modification of our Credit Agreement in 2017 and the defeasance of the 2012 CMBS loan in 2016.
|
(8)
|
Represents income tax effect of the adjustments for the thirteen and twenty-six weeks ended June 25, 2017 and June 26, 2016. Adjustments include the impact of excluding $4.6 million of discrete income tax items for the thirteen and twenty-six weeks ended June 25, 2017.
|
(9)
|
Due to the GAAP net loss in the thirteen weeks ended June 26, 2016, the effect of dilutive securities was excluded from the calculation of GAAP diluted loss per share for that period. For adjusted diluted earnings per share, the calculation includes dilutive shares of 3,013 for the thirteen weeks ended June 26, 2016.
|
|
SENIOR SECURED CREDIT FACILITY
|
|
PRP MORTGAGE LOAN
|
|
TOTAL CREDIT FACILITIES
|
||||||||||||||||||
|
TERM LOANS
|
|
REVOLVING FACILITY
|
|
|
||||||||||||||||||
(dollars in thousands)
|
A
|
|
A-1
|
|
A-2
|
|
|
|
|||||||||||||||
Balance as of December 25, 2016
|
$
|
258,750
|
|
|
$
|
140,625
|
|
|
$
|
—
|
|
|
$
|
622,000
|
|
|
$
|
47,202
|
|
|
$
|
1,068,577
|
|
2017 new debt (1)
|
—
|
|
|
—
|
|
|
125,000
|
|
|
341,000
|
|
|
—
|
|
|
466,000
|
|
||||||
2017 payments
|
(11,250
|
)
|
|
(5,625
|
)
|
|
—
|
|
|
(364,500
|
)
|
|
(47,202
|
)
|
|
(428,577
|
)
|
||||||
Balance as of June 25, 2017
|
$
|
247,500
|
|
|
$
|
135,000
|
|
|
$
|
125,000
|
|
|
$
|
598,500
|
|
|
$
|
—
|
|
|
$
|
1,106,000
|
|
(1)
|
On
May 22, 2017
, OSI entered into an Amendment to its Credit Agreement which provided an incremental Term loan A-2 in an aggregate principal amount of
$125.0 million
. A portion of the proceeds from Term loan A-2 were used to repay $25.0 million of our outstanding revolving credit facility.
|
|
INTEREST RATE
JUNE 25, 2017 |
|
ORIGINAL FACILITY
|
|
PRINCIPAL MATURITY DATE
|
|
OUTSTANDING
|
|||||||||
(dollars in thousands)
|
|
|
|
JUNE 25,
2017 |
|
DECEMBER 25,
2016 |
||||||||||
Term loan A, net of discount of $1.0 million (1)
|
3.07
|
%
|
|
$
|
300,000
|
|
|
May 2019
|
|
$
|
247,500
|
|
|
$
|
258,750
|
|
Term loan A-1
|
3.19
|
%
|
|
150,000
|
|
|
May 2019
|
|
135,000
|
|
|
140,625
|
|
|||
Term loan A-2
|
3.19
|
%
|
|
125,000
|
|
|
May 2019
|
|
125,000
|
|
|
—
|
|
|||
Revolving credit facility (1)
|
3.14
|
%
|
|
825,000
|
|
|
May 2019
|
|
598,500
|
|
|
622,000
|
|
|||
Total Senior Secured Credit Facility
|
|
|
$
|
1,400,000
|
|
|
|
|
$
|
1,106,000
|
|
|
$
|
1,021,375
|
|
|
PRP Mortgage Loan
|
—
|
%
|
|
$
|
369,512
|
|
|
|
|
$
|
—
|
|
|
$
|
47,202
|
|
Total credit facilities
|
|
|
$
|
1,769,512
|
|
|
|
|
$
|
1,106,000
|
|
|
$
|
1,068,577
|
|
(1)
|
Represents the weighted-average interest rate.
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
(dollars in thousands)
|
JUNE 25, 2017
|
|
JUNE 26, 2016
|
||||
Net cash provided by operating activities
|
$
|
183,135
|
|
|
$
|
205,416
|
|
Net cash (used in) provided by investing activities
|
(24,589
|
)
|
|
70,134
|
|
||
Net cash used in financing activities
|
(183,250
|
)
|
|
(284,471
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,002
|
|
|
853
|
|
||
Transfer of cash and cash equivalents to assets held for sale
|
—
|
|
|
(22,195
|
)
|
||
Net decrease in cash and cash equivalents
|
$
|
(23,702
|
)
|
|
$
|
(30,263
|
)
|
(dollars in thousands)
|
JUNE 25, 2017
|
|
DECEMBER 25, 2016
|
||||
Current assets
|
$
|
253,154
|
|
|
$
|
390,519
|
|
Current liabilities
|
724,231
|
|
|
823,408
|
|
||
Working capital (deficit)
|
$
|
(471,077
|
)
|
|
$
|
(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
|
8,254
|
|
|
53,053
|
|
|
143
|
|
|
61,450
|
|
||||
Second fiscal quarter 2017 (1)
|
8,054
|
|
|
145,675
|
|
|
—
|
|
|
153,729
|
|
||||
Total
|
$
|
77,019
|
|
|
$
|
678,614
|
|
|
$
|
1,360
|
|
|
$
|
756,993
|
|
(1)
|
Subsequent to
June 25, 2017
, we repurchased
1.6 million
shares of our common stock for
$34.0 million
under a Rule 10b5-1 plan.
|
REPORTING PERIOD
|
|
TOTAL NUMBER OF SHARES PURCHASED
|
|
AVERAGE PRICE PAID PER SHARE
|
|
TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS
|
|
APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (1)
|
||||||
March 27, 2017 through April 23, 2017
|
|
1,283,784
|
|
|
$
|
19.23
|
|
|
1,283,784
|
|
|
$
|
52,268,413
|
|
April 24, 2017 through May 21, 2017
|
|
2,261,558
|
|
|
$
|
21.66
|
|
|
2,261,558
|
|
|
$
|
201,018,592
|
|
May 22, 2017 through June 25, 2017
|
|
3,484,427
|
|
|
$
|
20.67
|
|
|
3,484,427
|
|
|
$
|
129,007,899
|
|
Total (2)
|
|
7,029,769
|
|
|
|
|
7,029,769
|
|
|
|
|
(1)
|
On
July 26, 2016
, the Board of Directors authorized the repurchase of
$300.0 million
of our outstanding common stock as announced in our press release issued on July 29, 2016 (the “July 2016 Share Repurchase Program”). On
April 21, 2017
, the Board of Directors canceled the remaining
$52.3 million
of authorization under the July 2016 Share Repurchase Program and authorized the repurchase of
$250.0 million
of our outstanding common stock as announced in our press release issued on April 26, 2017 (the “2017 Share Repurchase Program”). The 2017 Share Repurchase Program will expire on
October 21, 2018
. As of the date of this filing,
$95.0 million
remains available for repurchase under the 2017 Share Repurchase Program.
|
(2)
|
Common stock repurchased during the
thirteen weeks ended June 25, 2017
represent shares repurchased under the 2017 Share Repurchase Program and July 2016 Share Repurchase Program.
|
EXHIBIT
NUMBER |
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE |
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10.1
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Filed herewith
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10.2
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Filed herewith
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31.1
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Filed herewith
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31.2
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Filed herewith
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32.1
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Filed herewith
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32.2
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Filed herewith
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101.INS
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XBRL Instance Document
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Filed herewith
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101.SCH
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XBRL Taxonomy Extension Schema Document
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Filed herewith
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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Filed herewith
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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Filed herewith
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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Filed herewith
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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Filed herewith
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Date:
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August 1, 2017
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BLOOMIN’ BRANDS, INC.
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(Registrant)
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By: /s/ David J. Deno
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David J. Deno
Executive Vice President and Chief Financial and
Administrative Officer
(Principal Financial and Accounting Officer)
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A.
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The parties entered into that certain Royalty Agreement dated April 1995, as amended by: (i) First Amendment to Royalty Agreement dated January 1997, (ii) Second Amendment to Royalty Agreement dated April 7, 2010, and (iii) Third Amendment to Royalty Agreement dated effective June 1, 2014 (as may be further amended and revised, the “Royalty Agreement”); and
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B.
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The parties desire to further amend the Royalty Agreement to: (i) exclude delivery sales from the definition of Net Restaurant Sales, (ii) provide for a fixed royalty percentage for delivery sales, and (iii) remove such delivery sales from the sales volumes used to calculate Restaurant royalty rates (iv) remove the requirement to develop additional restaurants, as set forth in Section 8.6 of the Royalty Agreement.
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1.
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Amendment to Section 1.14
. Section 1.14 of the Royalty Agreement is hereby amended by adding thereto a clause (d) to read as follows:
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2.
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Amendment to Section 1.17
. Section 1.17 of the Royalty Agreement is hereby amended in its entirety to read as follows:
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3.
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New Section 1.21
. There is hereby added to the Royalty Agreement a new Section 1.21 to read as follows:
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4.
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Amendment to Section 1.10
. Section 1.10 of the Royalty Agreement (definition of Net Restaurant Sales) is hereby amended by deleting the last sentence thereof and substituting in its place the following sentence:
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5.
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Amendment to Section 3.1
. Section 3.1 of the Royalty Agreement is hereby amended in its entirety to read as follows:
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a.
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For each Restaurant owned by CIGI or a franchisee/licensee of CIGI (other than the Joint Ventures, Cl or CWI) located in U.S. and which is not a New U.S. Restaurant or a New U.S. Lunch Restaurant, CIGI shall pay to MBI2, as provided in Section 3.2 hereof, an annual royalty fee during the term of this Agreement as follows:
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i.
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For such Restaurants, whose annual Net Restaurant Sales are Two Million Seven Hundred Thousand ($2,700,000) or less, a royalty fee of
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ii.
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For such Restaurants, whose annual Net Restaurant Sales exceed Two Million Seven Hundred Thousand ($2,700,000) but are less than Three Million Dollars ($3,000,000), a royalty fee of one and one quarter percent (1.25%) of Net Restaurant Sales and one half percent (.5%) of Net Delivery Sales;
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iii.
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For such Restaurants, whose annual Net Restaurant Sales exceed Three Million Dollars ($3,000,000), a royalty fee of one and one half percent (1.50%) of Net Restaurant Sales and one half percent (.5%) of Net Delivery Sales.
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b.
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For each New U.S. Restaurant owned by CIGI or a Franchisee/licensee of CIGI (other than the Joint Ventures, CI or CWI), CIGI shall pay to MBI2, as provided in Section 3.2 hereof, an annual royalty fee during the term of this Agreement as follows:
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i.
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For New U.S. Restaurants whose annual Net Restaurant Sales are Two Million Seven Hundred Thousand ($2,700,000) or less, a royalty fee of one percent (1%) of Net Restaurant Sales and one half percent (.5%) of Net Weekly Lunch Sales and Net Delivery Sales;
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ii.
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For New U.S. Restaurants whose annual Net Restaurant Sales exceed Two Million Seven Hundred Thousand ($2,700,000) but are less than Three Million Dollars ($3,000,000), a royalty fee of one and one quarter percent (1.25%) of Net Restaurant Sales and one half percent (.5%) of Net Weekly Lunch Sales and Net Delivery Sales;
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iii.
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For New U.S. Restaurants whose annual Net Restaurant Sales exceed Three Million Dollars ($3,000,000), a royalty fee of one and one half percent (1.50%) of Net Restaurant Sales and one half percent (.5%) of Net Weekly Lunch Sales and Net Delivery Sales.
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c.
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For each New U.S. Lunch Restaurant owned by CIGI or a Franchisee/licensee of CIGI (other than Joint Ventures, CI or CWI), CIGI shall pay to MB12, as provided in Section 3.2 hereof, an annual royalty fee during the term of this Agreement as follows:
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i.
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For New U.S. Lunch Restaurants whose annual Net Restaurant Sales are Two Million Seven Hundred Thousand ($2,700,000) or less, a royalty fee of one percent (1%) of Net Restaurant Sales and one half percent (.5%) of Net Weekday Lunch Sales and Net Delivery Sales;
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ii.
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For New U.S. Lunch Restaurants whose annual Net Restaurant Sales exceed Two Million Seven Hundred Thousand ($2,700,000) but are less than Three Million Dollars ($3,000,000), a royalty fee of one and one quarter percent (1.25%) of Net Restaurant Sales and one half percent (.5%) of Net Weekday Lunch Sales and Net Delivery Sales;
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iii.
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For New U.S. Lunch Restaurants whose annual Net Restaurant Sales
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d.
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For each Restaurant owned by CIGI or a franchisee/licensee of CIGI and located outside the U.S., CIGI shall pay to MBI2 a one-time royalty fee as follows:
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i.
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For Restaurants of 5,000 square feet and larger, a royalty fee of One Hundred Thousand Dollars ($100,000);
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ii.
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For Restaurants of 3,500 square feet and larger, but less than 5,000 square feet, a royalty fee of Seventy-Five Thousand Dollars ($75,000);
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iii.
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For Restaurants of less than 3,500 square feet, a royalty fee of Fifty Thousand Dollars ($50,000).
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iv.
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The parties acknowledge that CIGI paid to MBl2, upon execution of the Third Amendment to Royalty Agreement, the sum of one Million Dollars ($1,000,000) as a non-refundable pre-payment of the royalty fees for the first ten (10) Restaurants of 5,000 square feet or more. Thereafter, CIGI shall pay to MBl2 the one-time royalty fees provided for in this subsection (d) not less than thirty (30) days prior to opening to the public of the applicable Restaurant. As an example, if CIGI shall first open a Restaurant located outside the U.S. which is 5,500 square feet, such Restaurant shall count as the first of the ten (10) Restaurants for which a pre-payment of royalty fees has been made. If CIGI shall next open a Restaurant located outside the U.S. which is 4,000 square feet, CIGI shall pay a $75,000 royalty fee to MBl2 not less than thirty (30) days prior to the opening to the public of such Restaurant.
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e.
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For the avoidance of doubt, no royalty fee based on Net Restaurant Sales shall be payable for any Restaurant located outside the U.S., and the royalty fee provided for in subsection (d) of this Section 3.1 shall be the only royalty fee payable under Section 3.1 for Restaurants located outside the U.S.
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6.
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Amendment to Section 3.2
. The first sentence only of Section 3.2 of the Royalty Agreement is deleted and the following is substituted therefore:
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7.
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Deletion of Section 8.6
. Section 8.6 of the Royalty Agreement is hereby deleted in its entirety. For the avoidance of doubt, CIGI shall be deemed to have fulfilled all obligations to develop the System and shall not be required to open additional Restaurants. The failure to open additional Restaurants shall not give any rights to any Carrabba’s Entity to the System or to own or operate Restaurants utilizing the System.
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8.
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Ratification
. The Royalty Agreement, as previously amended by the First Amendment, Second Amendment and Third Amendment, is hereby ratified and conformed and shall remain in full force and effect as amended hereby.
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CARRABBA’S ITALIAN GRILL, LLC
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By its
sole
manager-member
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OSI Restaurant Partners, LLC
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By:
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/s/ Joseph J. Kadow
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Joseph J. Kadow, Executive Vice President
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OSI RESTAURANT PARTNERS, LLC
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By:
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/s/ Joseph J. Kadow
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Joseph J. Kadow, Executive Vice President
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MANGIA BEVE II, INC.
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By:
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/s/ John C. Carrabba, III
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Title:
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President
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ORIGINAL, INC.
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By:
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/s/ John C. Carrabba, III
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Title:
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President
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VOSS, INC.
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By:
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/s/ John C. Carrabba, III
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Title:
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President
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/s/ John C. Carrabba, III
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JOHN C. CARRABBA, III, individually
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/s/ Damian C. Mandola
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DAMIAN C. MANDOLA, individually
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/s/ John C. Carrabba, Jr.
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JOHN C. CARRABBA, JR, individually
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OSI RESTAURANT PARTNERS, LLC, as Borrower
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By:
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/s/ Joseph J. Kadow
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Name: Joseph J. Kadow
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Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
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OSI HOLDCO, INC., as Holdings
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By:
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/s/ Elizabeth Smith
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Name: Elizabeth Smith
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Title: Director
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BLOOMIN’ BRANDS GIFT CARD SERVICES, LLC
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|||||
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OS RESTAURANT SERVICES, LLC
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OUTBACK DESIGNATED PARTNER, LLC
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OUTBACK KANSAS LLC
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By: OUTBACK STEAKHOUSE OF FLORIDA, LLC, its member
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By: OSI RESTAURANT PARTNERS, LLC, its member
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By:
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/s/ Joseph J. Kadow
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Name: Joseph J. Kadow
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Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
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BONEFISH OF BEL AIR LLC
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BONEFISH GRILL OF FLORIDA, LLC
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By: BONEFISH GRILL, LLC, its managing member
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By: OSI RESTAURANT PARTNERS, LLC, its member
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By:
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/s/ Joseph J. Kadow
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Name: Joseph J. Kadow
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Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
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BONEFISH GRILL, LLC
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By: OSI RESTAURANT PARTNERS, LLC, its members
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By:
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/s/ Joseph J. Kadow
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Name: Joseph J. Kadow
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Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
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BONEFISH KANSAS DESIGNATED PARTNER, LLC
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By: BONEFISH KANSAS LLC, its member
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By: BONEFISH GRILL, LLC, its member
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By: OSI RESTAURANT PARTNERS, LLC, its member
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By:
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/s/ Joseph J. Kadow
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Name: Joseph J. Kadow
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Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
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BONEFISH/ASHEVILLE, LIMITED PARTNERSHIP
|
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BONEFISH/CAROLINAS, LIMITED PARTNERSHIP
|
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BONEFISH/COLUMBUS-I, LIMITED PARTNERSHIP
|
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BONEFISH/CRESCENT SPRINGS, LIMITED PARTNERSHIP
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BONEFISH/GREENSBORO, LIMITED PARTNERSHIP
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BONEFISH/HYDE PARK, LIMITED PARTNERSHIP
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BONEFISH/SOUTHERN, LIMITED PARTNERSHIP
|
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By: BONEFISH GRILL, LLC, its general partner
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By: OSI RESTAURANT PARTNERS, LLC, its member
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||||
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By:
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/s/ Joseph J. Kadow
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Name: Joseph J. Kadow
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Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
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BONEFISH/SOUTH FLORIDA-I, LIMITED PARTNERSHIP
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By: BONEFISH GRILL OF FLORIDA, LLC, its general partner
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By: BONEFISH GRILL, LLC, its managing member
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By: OSI RESTAURANT PARTNERS, LLC, its member
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By:
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/s/ Joseph J. Kadow
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Name: Joseph J. Kadow
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Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
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BONEFISH BEVERAGES, LLC
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|
||||
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BONEFISH HOLDINGS, LLC
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||||
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CIGI BEVERAGES OF TEXAS, LLC
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|
||||
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CIGI HOLDINGS, LLC
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||||
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By:
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/s/ Joseph J. Kadow
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|
|||
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Name: Joseph J. Kadow
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Title: Manager
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OUTBACK BEVERAGES OF TEXAS, LLC
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|
||||
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OBTEX HOLDINGS, LLC
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||||
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By:
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/s/ Joseph J. Kadow
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|||
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Name: Joseph J. Kadow
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Title: Manager
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BONEFISH BRANDYWINE, LLC
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|
||||
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BONEFISH DESIGNATED PARTNER, LLC
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|
||||
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BONEFISH KANSAS, LLC
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|
||||
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By: BONEFISH GRILL, LLC, its member
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|
||||
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By: OSI RESTAURANT PARTNERS, LLC, its member
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By:
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/s/ Joseph J. Kadow
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||
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Name: Joseph J. Kadow
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||
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Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
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BONEFISH GRILL OF FLORIDA DESIGNATED PARTNER, LLC
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|
||||
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By: BONEFISH GRILL OF FLORIDA, LLC, its member
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By: BONEFISH GRILL, LLC, its managing member
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By: OSI RESTAURANT PARTNERS, LLC, its member
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By:
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/s/ Joseph J. Kadow
|
||
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Name: Joseph J. Kadow
|
||
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Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
||
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BFG NEBRASKA, INC.
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|
||||
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BFG OKLAHOMA, INC.
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|
||||
|
|
BOOMERANG AIR, INC.
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|
||||
|
|
CIGI NEBRSKA, INC.
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|
||||
|
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CIGI OKLAHOMA, INC.
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|
||||
|
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OS MANAGEMENT, INC.
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|
||||
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OS MORTGAGE HOLDINGS, INC.
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|
||||
|
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OSF NEBRASKA, INC.
|
|
||||
|
|
OSF OKLAHOMA, INC.
|
|
||||
|
|
OUTBACK ALABAMA, INC.
|
|
||||
|
|
OUTBACK CATERING, INC.
|
|
||||
|
|
OUTBACK & CARRABBA’S OF NEW MEXICO, INC.
|
|||||
|
|
|
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|
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|
|
By:
|
/s/ David J. Deno
|
|
|||
|
|
|
|
Name: David J. Deno
|
|
||
|
|
|
|
Title: Chief Financial and Administrative Officer, Executive Vice President
|
|
||
|
|
|
|
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|
||
|
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|
|
OSI CO-ISSUER, INC.
|
|
||||
|
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|
|
By:
|
/s/ Elizabeth Smith
|
|
|||
|
|
|
|
Name: Elizabeth Smith
|
|
||
|
|
|
|
Title: Director
|
|
||
|
|
|
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|
|
CARRABBA’S DESIGNATED PARTNER, LLC
CARRABBA’S KANSAS LLC |
|
||||
|
|
|
|
|
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|
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|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its member
|
|
||||
|
|
|
|
|
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|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
||
|
|
|
|
Name: Joseph J. Kadow
|
|
||
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
|
||
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|
|
CARRABBA’S ITALIAN GRILL OF HOWARD COUNTY, INC.
|
|
||||
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|
|
By:
|
/s/ Malcolm Mordue
|
|
|||
|
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|
|
Name: Malcolm Mordue
|
|
||
|
|
|
|
Title: Secretary, Treasurer & President
|
|
||
|
|
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|
|
CARRABBA’S ITALIAN GRILL, LLC
|
|
||||
|
|
OS REALTY, LLC
|
|
||||
|
|
OUTBACK STEAKHOUSE OF FLORIDA, LLC
|
|
||||
|
|
PRIVATE RESTAURANT MASTER LESSEE, LLC
|
|
||||
|
|
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|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
||||
|
|
|
|
|
|
||
|
|
By:
|
/s/ Joseph J. Kadow
|
|
|||
|
|
|
|
Name: Joseph J. Kadow
|
|
||
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
|
|
|
CARRABBA’S KANSAS DESIGNATED PARTNER, LLC
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S KANSAS LLC, its member
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
|
|
|
|
|
|
Name: Joseph J. Kadow
|
|
|
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CARRABBA’S OF BOWIE, LLC
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its managing member
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
||
|
|
|
|
|
Name: Joseph J. Kadow
|
|
|
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CARRABBA’S OF GERMANTOWN, INC.
|
|
||||
|
|
CARRABBA’S OF WALDORF, INC.
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its sole shareholder
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
||||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
|||
|
|
|
|
Name: Joseph J. Kadow
|
|
||
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
|
|
|
CARRABBA’S/BIRMINGHAM 280, LIMITED PARTNERSHIP
|
|
||||
|
|
CARRABBA’S/COOL SPRINGS, LIMITED PARTNERSHIP
|
|
||||
|
|
CARRABBA’S/DEERFIELD TOWNSHIP, LIMITED PARTNERSHIP
|
|||||
|
|
CARRABBA’S/GREEN HILLS, LIMITED PARTNERSHIP
|
|
||||
|
|
CARRABBA’S/LEXINGTON, LIMITED PARTNERSHIP
|
|
||||
|
|
CARRABBA’S/LOUISVILLE, LIMITED PARTNERSHIP
|
|
||||
|
|
CARRABBA’S/MONTGOMERY, LIMITED PARTNERSHIP
|
|
||||
|
|
CARRABBA’S/ROCKY TOP, LIMITED PARTNERSHIP
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its general partner
|
|||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
||
|
|
|
|
|
Name: Joseph J. Kadow
|
||
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S DESIGNATED PARTNER, LLC, its general partner
|
|||||
|
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
||
|
|
|
|
|
Name: Joseph J. Kadow
|
||
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
|
|
CARRABBA’S/DC-I, LIMITED PARTNERSHIP
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its general partner
|
|||||
|
|
|
|
|
|||
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
|||
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
||
|
|
|
|
|
Name: Joseph J. Kadow
|
||
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CIGI/BFG OF EAST BRUNSWICK PARTNERSHIP
|
|||||
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its partner
|
|||||
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
||
|
|
|
|
|
Name: Joseph J. Kadow
|
||
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: BONEFISH GRILL, LLC, its partner
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
||
|
|
|
|
|
Name: Joseph J. Kadow
|
||
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
||
|
|
|
|
|
|
|
|
|
|
OUTBACK OF ASPEN HILL, INC.
|
|
||||
|
|
OUTBACK OF GERMANTOWN, INC.
|
|
||||
|
|
FREDERICK OUTBACK, INC.
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Steven S. Newton
|
|
||
|
|
|
|
|
Name: Steven S. Newton
|
|
|
|
|
|
|
|
Title: Treasurer, President & Secretary
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OSF/BFG OF DEPTFORD PARTNERSHIP
|
|
||||
|
|
OSF/BFG OF LAWRENCEVILLE PARTNERSHIP
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: OUTBACK STEAKHOUSE OF FLORIDA, LLC, its partner
|
|||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
||
|
|
|
|
|
Name: Joseph J. Kadow
|
|
|
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: BONEFISH GRILL, LLC, its partner
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
||
|
|
|
|
|
Name: Joseph J. Kadow
|
|
|
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
|
|
OSF/CIGI OF EVESHAM PARTNERSHIP
|
|
||||
|
|
OUTBACK/CARRABBA’S PARTNERSHIP
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: OUTBACK STEAKHOUSE OF FLORIDA, LLC, its partner
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
||
|
|
|
|
|
Name: Joseph J. Kadow
|
|
|
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
By: CARRABBA’S ITALIAN GRILL, LLC, its partner
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
||
|
|
|
|
|
Name: Joseph J. Kadow
|
|
|
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OUTBACK KANSAS DESIGNATED PARTNER, LLC
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: OUTBACK KANSAS LLC, its member
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
By: OUTBACK STEAKHOUSE OF FLORIDA, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
|
|
|
|
|
|
|
Name: Joseph J. Kadow
|
|
|
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
OUTBACK STEAKHOUSE WEST VIRGINIA, INC.
|
|||||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
|||
|
|
|
|
Name: Joseph J. Kadow
|
|
||
|
|
|
|
Title: Director
|
|
||
|
|
|
|
|
|
|
|
|
|
OUTBACK STEAKHOUSE-NYC, LTD.
|
|
||||
|
|
OUTBACK/DC, LIMITED PARTNERSHIP
|
|
||||
|
|
OUTBACK/STONE-II, LIMITED PARTNERSHIP
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: OUTBACK STEAKHOUSE OF FLORIDA, LLC, its general partner
|
|||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
||
|
|
|
|
|
Name: Joseph J. Kadow
|
|
|
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OUTBACK CATERING DESIGNATED PARTNER, LLC
|
|||||
|
|
|
|
|
|
|
|
|
|
By: OUTBACK CATERING, INC., its member
|
|
||||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David J. Deno
|
|
|||
|
|
|
|
Name: David J. Deno
|
|
||
|
|
|
|
Title: Chief Financial and Administrative Officer, Executive Vice President
|
|
||
|
|
|
|
|
|
|
|
|
|
OUTBACK OF LAUREL, LLC
|
|
||||
|
|
|
|
|
|
|
|
|
|
By: OUTBACK STEAKHOUSE OF FLORIDA, LLC, the Sole Manager
|
|||||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
||
|
|
|
|
|
Name: Joseph J. Kadow
|
|
|
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DOORSIDE, LLC
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By: OSI RESTAURANT PARTNERS, LLC, its Sole Member
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph J. Kadow
|
|
||
|
|
|
|
|
Name: Joseph J. Kadow
|
|
|
|
|
|
|
|
Title: Executive Vice President, Chief Legal Officer & Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender, Collateral Agent, an L/C Issuer, a Consenting Lender and Incremental Term A-2 Loan Lender
|
|||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Maureen S. Malphus
|
|
|||
|
|
|
Name: Maureen S. Malphus
|
|
|||
|
|
|
Title: Vice President
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BANK OF AMERICA, N.A., as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Aron Frey
|
|
|||
|
|
|
Name: Aron Frey
|
|
|||
|
|
|
Title: Vice President
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPMORGAN CHASE BANK, N.A., as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Tony Yung
|
|
|||
|
|
|
Name: Tony Yung
|
|
|||
|
|
|
Title:
Executive Director
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PNC BANK, NA, as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Misty C. Johnson
|
|
|||
|
|
|
Name: Misty C. Johnson
|
|
|||
|
|
|
Title: SVP, Credit Products
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIFTH THIRD BANK, as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ John A. Marian
|
|
|||
|
|
|
Name: John A. Marian
|
|
|||
|
|
|
Title: Vice President
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CITIZENS BANK, NA, as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ William Bulger
|
|
|||
|
|
|
Name: William Bulger
|
|
|||
|
|
|
Title: Vice President
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HSBC BANK USA, NATIONAL ASSOCIATION, as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Rafael De Paoli
|
|
|||
|
|
|
Name: Rafael De Paoli
|
|
|||
|
|
|
Title: Director
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
||||
|
|
By:
|
/s/ Chris Grimes
|
|
|||
|
|
|
Name: Chris Grimes
|
|
|||
|
|
|
Title: Executive Vice President
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Erin MacEachern
|
|
|||
|
|
|
Name: Erin MacEachern
|
|
|||
|
|
|
Title: Vice President
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REGIONS BANK, as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Scott C. Tocci
|
|
|||
|
|
|
Name: Scott C. Tocci
|
|
|||
|
|
|
Title: Managing Director
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TD BANK, N.A., as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Alan Garson
|
|
|||
|
|
|
Name: Alan Garson
|
|
|||
|
|
|
Title: Senior Vice President
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. BANK NATIONAL ASSOCIATION, as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Steven L. Sawyer
|
|
|||
|
|
|
Name: Steven L. Sawyer
|
|
|||
|
|
|
Title: Senior Vice President
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUMITOMO MITSUI BANKING CORPORATION, as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ James D. Weinstein
|
|
|||
|
|
|
Name: James D. Weinstein
|
|
|||
|
|
|
Title: Managing Director
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIRSTBANK PUERTO RICO D/B/A FIRSTBANK FLORIDA, as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Jose M. Lacasa
|
|
|||
|
|
|
Name: Jose M. Lacasa
|
|
|||
|
|
|
Title: SVP Corporate Banking
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IBERIABANK, as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ John Garthwaite
|
|
|||
|
|
|
Name: John Garthwaite
|
|
|||
|
|
|
Title: Commercial Group Manager, EVP
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIRST TENNESSEE BANK, NATIONAL ASSOCIATION, as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Jamie M. Swisher
|
|
|||
|
|
|
Name: Jamie M. Swisher
|
|
|||
|
|
|
Title: Vice President
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RAYMOND JAMES BANK, N.A., as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Daniel Gendron
|
|
|||
|
|
|
Name: Daniel Gendron
|
|
|||
|
|
|
Title: Vice President
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CITY NATIONAL BANK OF FLORIDA, as an Incremental Term A-2 Loan Lender and a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ William H. Lutes
|
|
|||
|
|
|
Name: William H. Lutes
|
|
|||
|
|
|
Title: Wholesale Market Executive, Tampa
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CADENCE BANK N.A. as a Consenting Lender
|
|
||||
|
|
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Vance Waldron
|
|
|||
|
|
|
Name: Vance Waldron
|
|
|||
|
|
|
Title: Vice President
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MORGAN STANLEY BANK, N.A., as a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Jonathan Kerner
|
|
|||
|
|
|
Name: Jonathan Kerner
|
|
|||
|
|
|
Title: Authorized Signatory
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARK STERLING BANK, as a Consenting Lender
|
|
||||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
By:
|
/s/ Randy Royther
|
|
|||
|
|
|
Name: Randy Royther
|
|
|||
|
|
|
Title: Managing Director/Capital Markets
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Consenting Lender
|
|
||||
|
|
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Christine Howatt
|
|
|||
|
|
|
Name: Christine Howatt
|
|
|||
|
|
|
Title: Authorized Signatory
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USAMERIBANK, as a Consenting Lender
|
|
||||
|
|
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Ronald L. Ciganek
|
|
|||
|
|
|
Name: Ronald L. Ciganek
|
|
|||
|
|
|
Title: Executive Vice President
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEBSTER BANK, N.A., as a Consenting Lender
|
|
||||
|
|
|
|
||||
|
|
|
|
|
|||
|
|
By:
|
/s/ Carol A. Pirek
|
|
|||
|
|
|
Name: Carol A. Pirek
|
|
|||
|
|
|
Title: Vice President
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incremental Term A-2 Loan Lender
|
Incremental Term A-2 Loan Commitment
|
Wells Fargo Bank, National Association
|
$19,000,000.00
|
Bank of America, N.A.
|
$14,000,000.00
|
JPMorgan Chase Bank, N.A.
|
$14,000,000.00
|
PNC Bank, National Association
|
$14,000,000.00
|
Fifth Third Bank
|
$10,000,000.00
|
Citizens Bank, N.A.
|
$6,500,000.00
|
HSBC Bank USA, National Association
|
$6,500,000.00
|
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch
|
$6,500,000.00
|
Regions Bank
|
$6,500,000.00
|
TD Bank, N.A.
|
$6,500,000.00
|
U.S. Bank, National Association
|
$6,500,000.00
|
Sumitomo Mitsui Banking Corporation
|
$5,500,000.00
|
FirstBank Puerto Rico
|
$3,500,000.00
|
IberiaBank
|
$1,900,000.00
|
First Tennessee Bank National Association
|
$1,800,000.00
|
Raymond James Bank
|
$1,600,000.00
|
City National Bank of Florida
|
$700,000.00
|
Total
|
$125,000,000.00
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Bloomin’ Brands, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
August 1, 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:
|
August 1, 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:
|
August 1, 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:
|
August 1, 2017
|
/s/ David J. Deno
|
|
|
David J. Deno
|
|
|
Executive Vice President and Chief Financial and Administrative Officer
(Principal Financial Officer)
|