|
|
|
|
|
(Mark One)
|
|
||
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
|
For the quarterly period ended
|
June 30, 2019
|
|
|
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.)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
Common Stock
|
$0.01 par value
|
|
BLMN
|
|
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
|
|
|
|
|
|
Page No.
|
|
|
|
|
Item 1.
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
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|
||
|
|
|
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||
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|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
JUNE 30, 2019
|
|
DECEMBER 30, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
64,653
|
|
|
$
|
71,823
|
|
Restricted cash and cash equivalents
|
2,187
|
|
|
—
|
|
||
Inventories
|
69,238
|
|
|
72,812
|
|
||
Other current assets, net
|
97,821
|
|
|
190,848
|
|
||
Total current assets
|
233,899
|
|
|
335,483
|
|
||
Property, fixtures and equipment, net
|
1,058,938
|
|
|
1,115,929
|
|
||
Operating lease right-of-use assets
|
1,275,303
|
|
|
—
|
|
||
Goodwill
|
294,292
|
|
|
295,427
|
|
||
Intangible assets, net
|
476,470
|
|
|
503,972
|
|
||
Deferred income tax assets, net
|
56,499
|
|
|
92,990
|
|
||
Other assets, net
|
116,325
|
|
|
120,973
|
|
||
Total assets
|
$
|
3,511,726
|
|
|
$
|
2,464,774
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
151,495
|
|
|
$
|
174,488
|
|
Accrued and other current liabilities
|
371,079
|
|
|
246,653
|
|
||
Unearned revenue
|
237,304
|
|
|
342,708
|
|
||
Current portion of long-term debt
|
26,706
|
|
|
27,190
|
|
||
Total current liabilities
|
786,584
|
|
|
791,039
|
|
||
Non-current operating lease liabilities
|
1,284,574
|
|
|
—
|
|
||
Deferred rent
|
—
|
|
|
167,027
|
|
||
Deferred income tax liabilities
|
13,668
|
|
|
14,790
|
|
||
Long-term debt, net
|
1,122,189
|
|
|
1,067,585
|
|
||
Long-term portion of deferred gain on sale-leaseback transactions, net
|
—
|
|
|
177,983
|
|
||
Other long-term liabilities, net
|
146,118
|
|
|
191,533
|
|
||
Total liabilities
|
3,353,133
|
|
|
2,409,957
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
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 30, 2019 and December 30, 2018
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 475,000,000 shares authorized; 86,826,650 and 91,271,825 shares issued and outstanding as of June 30, 2019 and December 30, 2018, respectively
|
868
|
|
|
913
|
|
||
Additional paid-in capital
|
1,099,598
|
|
|
1,107,582
|
|
||
Accumulated deficit
|
(792,341
|
)
|
|
(920,010
|
)
|
||
Accumulated other comprehensive loss
|
(157,346
|
)
|
|
(142,755
|
)
|
||
Total Bloomin’ Brands stockholders’ equity
|
150,779
|
|
|
45,730
|
|
||
Noncontrolling interests
|
7,814
|
|
|
9,087
|
|
||
Total stockholders’ equity
|
158,593
|
|
|
54,817
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,511,726
|
|
|
$
|
2,464,774
|
|
|
|||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
$
|
1,005,687
|
|
|
$
|
1,015,484
|
|
|
$
|
2,117,329
|
|
|
$
|
2,114,487
|
|
Franchise and other revenues
|
16,243
|
|
|
16,330
|
|
|
32,732
|
|
|
33,792
|
|
||||
Total revenues
|
1,021,930
|
|
|
1,031,814
|
|
|
2,150,061
|
|
|
2,148,279
|
|
||||
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
312,679
|
|
|
322,790
|
|
|
664,790
|
|
|
674,922
|
|
||||
Labor and other related
|
301,213
|
|
|
301,921
|
|
|
620,228
|
|
|
612,983
|
|
||||
Other restaurant operating
|
240,895
|
|
|
238,379
|
|
|
491,749
|
|
|
491,724
|
|
||||
Depreciation and amortization
|
49,788
|
|
|
50,782
|
|
|
99,270
|
|
|
100,902
|
|
||||
General and administrative
|
71,955
|
|
|
76,129
|
|
|
142,544
|
|
|
144,825
|
|
||||
Provision for impaired assets and restaurant closings
|
1,940
|
|
|
8,889
|
|
|
5,526
|
|
|
11,628
|
|
||||
Total costs and expenses
|
978,470
|
|
|
998,890
|
|
|
2,024,107
|
|
|
2,036,984
|
|
||||
Income from operations
|
43,460
|
|
|
32,924
|
|
|
125,954
|
|
|
111,295
|
|
||||
Other income (expense), net
|
12
|
|
|
(6
|
)
|
|
(156
|
)
|
|
(5
|
)
|
||||
Interest expense, net
|
(12,448
|
)
|
|
(11,319
|
)
|
|
(23,629
|
)
|
|
(21,629
|
)
|
||||
Income before provision (benefit) for income taxes
|
31,024
|
|
|
21,599
|
|
|
102,169
|
|
|
89,661
|
|
||||
Provision (benefit) for income taxes
|
1,215
|
|
|
(5,124
|
)
|
|
6,711
|
|
|
(3,199
|
)
|
||||
Net income
|
29,809
|
|
|
26,723
|
|
|
95,458
|
|
|
92,860
|
|
||||
Less: net income attributable to noncontrolling interests
|
788
|
|
|
2
|
|
|
2,137
|
|
|
741
|
|
||||
Net income attributable to Bloomin’ Brands
|
$
|
29,021
|
|
|
$
|
26,721
|
|
|
$
|
93,321
|
|
|
$
|
92,119
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
29,809
|
|
|
$
|
26,723
|
|
|
$
|
95,458
|
|
|
$
|
92,860
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(8,476
|
)
|
|
(30,044
|
)
|
|
(2,721
|
)
|
|
(28,695
|
)
|
||||
Unrealized (loss) gain on derivatives, net of tax
|
(7,239
|
)
|
|
296
|
|
|
(11,620
|
)
|
|
1,184
|
|
||||
Reclassification of adjustment for loss (gain) on derivatives included in Net income, net of tax
|
130
|
|
|
71
|
|
|
(234
|
)
|
|
379
|
|
||||
Comprehensive income (loss)
|
14,224
|
|
|
(2,954
|
)
|
|
80,883
|
|
|
65,728
|
|
||||
Less: comprehensive income attributable to noncontrolling interests
|
896
|
|
|
360
|
|
|
2,153
|
|
|
1,081
|
|
||||
Comprehensive income (loss) attributable to Bloomin’ Brands
|
$
|
13,328
|
|
|
$
|
(3,314
|
)
|
|
$
|
78,730
|
|
|
$
|
64,647
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.32
|
|
|
$
|
0.29
|
|
|
$
|
1.03
|
|
|
$
|
1.00
|
|
Diluted
|
$
|
0.32
|
|
|
$
|
0.28
|
|
|
$
|
1.02
|
|
|
$
|
0.97
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
90,194
|
|
|
92,120
|
|
|
90,805
|
|
|
92,194
|
|
||||
Diluted
|
90,953
|
|
|
94,361
|
|
|
91,807
|
|
|
95,072
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|||||||||||||||||||||
|
COMMON STOCK
|
|
ADDITIONAL PAID-IN CAPITAL
|
|
ACCUM-
ULATED DEFICIT |
|
ACCUMULATED OTHER
COMPREHENSIVE LOSS |
|
NON-CONTROLLING INTERESTS
|
|
TOTAL
|
|||||||||||||||
|
SHARES
|
|
AMOUNT
|
|
|
|
|
|
||||||||||||||||||
Balance, March 31, 2019
|
91,647
|
|
|
$
|
916
|
|
|
$
|
1,099,346
|
|
|
$
|
(714,425
|
)
|
|
$
|
(141,653
|
)
|
|
$
|
8,179
|
|
|
$
|
252,363
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
29,021
|
|
|
—
|
|
|
788
|
|
|
29,809
|
|
||||||
Other comprehensive (loss) income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,727
|
)
|
|
142
|
|
|
(15,585
|
)
|
||||||
Cash dividends declared, $0.10 per common share
|
—
|
|
|
—
|
|
|
(9,227
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,227
|
)
|
||||||
Repurchase and retirement of common stock
|
(5,469
|
)
|
|
(55
|
)
|
|
—
|
|
|
(106,937
|
)
|
|
—
|
|
|
—
|
|
|
(106,992
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
5,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,137
|
|
||||||
Common stock issued under stock plans (1)
|
649
|
|
|
7
|
|
|
4,499
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,506
|
|
||||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(157
|
)
|
|
—
|
|
|
34
|
|
|
82
|
|
|
(41
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,578
|
)
|
|
(1,578
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|
201
|
|
||||||
Balance, June 30, 2019
|
86,827
|
|
|
$
|
868
|
|
|
$
|
1,099,598
|
|
|
$
|
(792,341
|
)
|
|
$
|
(157,346
|
)
|
|
$
|
7,814
|
|
|
$
|
158,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, December 30, 2018
|
91,272
|
|
|
$
|
913
|
|
|
$
|
1,107,582
|
|
|
$
|
(920,010
|
)
|
|
$
|
(142,755
|
)
|
|
$
|
9,087
|
|
|
$
|
54,817
|
|
Cumulative-effect from a change in accounting principle, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
141,285
|
|
|
—
|
|
|
—
|
|
|
141,285
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
93,321
|
|
|
—
|
|
|
2,137
|
|
|
95,458
|
|
||||||
Other comprehensive (loss) income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,625
|
)
|
|
50
|
|
|
(14,575
|
)
|
||||||
Cash dividends declared, $0.20 per common share
|
—
|
|
|
—
|
|
|
(18,367
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,367
|
)
|
||||||
Repurchase and retirement of common stock
|
(5,469
|
)
|
|
(55
|
)
|
|
—
|
|
|
(106,937
|
)
|
|
—
|
|
|
—
|
|
|
(106,992
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
9,130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,130
|
|
||||||
Common stock issued under stock plans (1)
|
1,024
|
|
|
10
|
|
|
1,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,420
|
|
||||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(157
|
)
|
|
—
|
|
|
34
|
|
|
82
|
|
|
(41
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,007
|
)
|
|
(4,007
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
465
|
|
|
465
|
|
||||||
Balance, June 30, 2019
|
86,827
|
|
|
$
|
868
|
|
|
$
|
1,099,598
|
|
|
$
|
(792,341
|
)
|
|
$
|
(157,346
|
)
|
|
$
|
7,814
|
|
|
$
|
158,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(CONTINUED...)
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|||||||||||||||||||||
|
COMMON STOCK
|
|
ADDITIONAL PAID-IN CAPITAL
|
|
ACCUM-
ULATED DEFICIT |
|
ACCUMULATED OTHER
COMPREHENSIVE LOSS |
|
NON-CONTROLLING INTERESTS
|
|
TOTAL
|
|||||||||||||||
|
SHARES
|
|
AMOUNT
|
|
|
|
|
|
||||||||||||||||||
Balance, April 1, 2018
|
91,416
|
|
|
$
|
914
|
|
|
$
|
1,092,147
|
|
|
$
|
(898,768
|
)
|
|
$
|
(96,636
|
)
|
|
$
|
10,778
|
|
|
$
|
108,435
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
26,721
|
|
|
—
|
|
|
245
|
|
|
26,966
|
|
||||||
Other comprehensive (loss) income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,036
|
)
|
|
359
|
|
|
(29,677
|
)
|
||||||
Cash dividends declared, $0.09 per common share
|
—
|
|
|
—
|
|
|
(8,363
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,363
|
)
|
||||||
Repurchase and retirement of common stock
|
(1,288
|
)
|
|
(13
|
)
|
|
—
|
|
|
(29,991
|
)
|
|
—
|
|
|
—
|
|
|
(30,004
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
6,057
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,057
|
|
||||||
Common stock issued under stock plans (1)
|
2,309
|
|
|
23
|
|
|
19,417
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,440
|
|
||||||
Change in the redemption value of redeemable interests
|
—
|
|
|
—
|
|
|
(243
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(243
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,303
|
)
|
|
(2,303
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,162
|
|
|
1,162
|
|
||||||
Balance, July 1, 2018
|
92,437
|
|
|
$
|
924
|
|
|
$
|
1,109,015
|
|
|
$
|
(902,038
|
)
|
|
$
|
(126,672
|
)
|
|
$
|
10,241
|
|
|
$
|
91,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, December 31, 2017
|
91,913
|
|
|
$
|
919
|
|
|
$
|
1,081,813
|
|
|
$
|
(913,191
|
)
|
|
$
|
(99,199
|
)
|
|
$
|
10,889
|
|
|
$
|
81,231
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
92,119
|
|
|
—
|
|
|
1,063
|
|
|
93,182
|
|
||||||
Other comprehensive (loss) income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,473
|
)
|
|
341
|
|
|
(27,132
|
)
|
||||||
Cash dividends declared, $0.18 per common share
|
—
|
|
|
—
|
|
|
(16,734
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,734
|
)
|
||||||
Repurchase and retirement of common stock
|
(3,404
|
)
|
|
(34
|
)
|
|
—
|
|
|
(80,966
|
)
|
|
—
|
|
|
—
|
|
|
(81,000
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
|
|
11,178
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,178
|
|
|||||||
Common stock issued under stock plans (1)
|
3,928
|
|
|
39
|
|
|
33,080
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,119
|
|
||||||
Change in the redemption value of redeemable interests
|
—
|
|
|
—
|
|
|
(322
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(322
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,372
|
)
|
|
(3,372
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,320
|
|
|
1,320
|
|
||||||
Balance, July 1, 2018
|
92,437
|
|
|
$
|
924
|
|
|
$
|
1,109,015
|
|
|
$
|
(902,038
|
)
|
|
$
|
(126,672
|
)
|
|
$
|
10,241
|
|
|
$
|
91,470
|
|
(1)
|
Net of forfeitures and shares withheld for employee taxes.
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||
Cash flows provided by operating activities:
|
|
|
|
||||
Net income
|
$
|
95,458
|
|
|
$
|
92,860
|
|
Adjustments to reconcile Net income to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
99,270
|
|
|
100,902
|
|
||
Amortization of deferred discounts and issuance costs
|
1,255
|
|
|
1,288
|
|
||
Amortization of deferred gift card sales commissions
|
14,089
|
|
|
15,219
|
|
||
Provision for impaired assets and restaurant closings
|
5,526
|
|
|
11,628
|
|
||
Non-cash operating lease costs
|
36,096
|
|
|
—
|
|
||
Stock-based and other non-cash compensation expense
|
12,854
|
|
|
13,263
|
|
||
Deferred income tax benefit
|
(945
|
)
|
|
(264
|
)
|
||
Loss on sale of a business or subsidiary
|
214
|
|
|
—
|
|
||
Recognition of deferred gain on sale-leaseback transactions
|
—
|
|
|
(6,142
|
)
|
||
Other, net
|
(4,299
|
)
|
|
1,257
|
|
||
Change in assets and liabilities
|
(127,075
|
)
|
|
(129,928
|
)
|
||
Net cash provided by operating activities
|
132,443
|
|
|
100,083
|
|
||
Cash flows used in investing activities:
|
|
|
|
|
|
||
Proceeds from disposal of property, fixtures and equipment
|
1,717
|
|
|
6,164
|
|
||
Proceeds from sale-leaseback transactions, net
|
3,052
|
|
|
4,695
|
|
||
Capital expenditures
|
(80,773
|
)
|
|
(92,528
|
)
|
||
Other investments, net
|
2,150
|
|
|
(275
|
)
|
||
Net cash used in investing activities
|
$
|
(73,854
|
)
|
|
$
|
(81,944
|
)
|
|
|
|
|
||||
|
(CONTINUED...)
|
|
|||||
|
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||
Cash flows used in financing activities:
|
|
|
|
||||
Repayments of long-term debt
|
$
|
(14,031
|
)
|
|
$
|
(12,876
|
)
|
Proceeds from borrowings on revolving credit facilities, net
|
408,000
|
|
|
266,829
|
|
||
Repayments of borrowings on revolving credit facilities
|
(321,200
|
)
|
|
(234,500
|
)
|
||
Proceeds from the exercise of share-based compensation, net
|
1,420
|
|
|
33,119
|
|
||
Distributions to noncontrolling interests
|
(4,007
|
)
|
|
(3,372
|
)
|
||
Contributions from noncontrolling interests
|
465
|
|
|
1,320
|
|
||
Purchase of limited partnership and noncontrolling interests
|
(41
|
)
|
|
(1,443
|
)
|
||
Repayments of partner deposits and accrued partner obligations
|
(8,662
|
)
|
|
(9,646
|
)
|
||
Repurchase of common stock
|
(106,992
|
)
|
|
(81,000
|
)
|
||
Cash dividends paid on common stock
|
(18,367
|
)
|
|
(16,734
|
)
|
||
Net cash used in financing activities
|
(63,415
|
)
|
|
(58,303
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(157
|
)
|
|
(3,164
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(4,983
|
)
|
|
(43,328
|
)
|
||
Cash, cash equivalents and restricted cash as of the beginning of the period
|
71,823
|
|
|
129,543
|
|
||
Cash, cash equivalents and restricted cash as of the end of the period
|
$
|
66,840
|
|
|
$
|
86,215
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
25,263
|
|
|
$
|
20,488
|
|
Cash paid for income taxes, net of refunds
|
11,309
|
|
|
6,675
|
|
||
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
|
||
Leased assets obtained in exchange for new operating lease liabilities
|
$
|
33,679
|
|
|
$
|
—
|
|
Leased assets obtained in exchange for new finance lease liabilities
|
194
|
|
|
—
|
|
||
(Decrease) increase in liabilities from the acquisition of property, fixtures and equipment or capital leases
|
(5,494
|
)
|
|
1,430
|
|
(i)
|
recording of right-of-use assets of $1.3 billion and lease liabilities of $1.5 billion;
|
(ii)
|
a credit to the beginning balance of Accumulated Deficit of $190.4 million to derecognize deferred gains on sale-leaseback transactions and a debit to the beginning balance of Accumulated Deficit of $49.2 million to derecognize the related deferred tax assets; and
|
(iii)
|
derecognition of existing debt obligations of $19.6 million and existing fixed assets of $16.1 million related to restaurant properties sold and leased back from third parties that previously did not qualify for sale accounting, with gains or losses associated with this change recognized in Accumulated Deficit.
|
ACCOUNT
|
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION UNDER ASC 840
|
Favorable leases
|
|
Intangible assets, net
|
Deferred rent
|
|
Deferred rent
|
Unfavorable leases
|
|
Other long-term liabilities, net
|
Exit-related lease accruals
|
|
Other long-term liabilities, net
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
$
|
1,005,687
|
|
|
$
|
1,015,484
|
|
|
$
|
2,117,329
|
|
|
$
|
2,114,487
|
|
Franchise and other revenues:
|
|
|
|
|
|
|
|
||||||||
Franchise revenue
|
$
|
12,792
|
|
|
$
|
13,134
|
|
|
$
|
26,554
|
|
|
$
|
27,349
|
|
Other revenue
|
3,451
|
|
|
3,196
|
|
|
6,178
|
|
|
6,443
|
|
||||
Total Franchise and other revenues
|
$
|
16,243
|
|
|
$
|
16,330
|
|
|
$
|
32,732
|
|
|
$
|
33,792
|
|
Total revenues
|
$
|
1,021,930
|
|
|
$
|
1,031,814
|
|
|
$
|
2,150,061
|
|
|
$
|
2,148,279
|
|
|
THIRTEEN WEEKS ENDED
|
||||||||||||||
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||||||
(dollars in thousands)
|
RESTAURANT SALES
|
|
FRANCHISE REVENUE
|
|
RESTAURANT SALES
|
|
FRANCHISE REVENUE
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
$
|
527,049
|
|
|
$
|
9,586
|
|
|
$
|
521,719
|
|
|
$
|
10,157
|
|
Carrabba’s Italian Grill (1)
|
150,000
|
|
|
626
|
|
|
163,454
|
|
|
157
|
|
||||
Bonefish Grill
|
148,065
|
|
|
200
|
|
|
149,054
|
|
|
233
|
|
||||
Fleming’s Prime Steakhouse & Wine Bar
|
74,397
|
|
|
—
|
|
|
73,312
|
|
|
—
|
|
||||
Other
|
1,105
|
|
|
—
|
|
|
1,398
|
|
|
—
|
|
||||
U.S. Total
|
$
|
900,616
|
|
|
$
|
10,412
|
|
|
$
|
908,937
|
|
|
$
|
10,547
|
|
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse-Brazil
|
$
|
83,985
|
|
|
$
|
—
|
|
|
$
|
87,809
|
|
|
$
|
—
|
|
Other
|
21,086
|
|
|
2,380
|
|
|
18,738
|
|
|
2,587
|
|
||||
International Total
|
$
|
105,071
|
|
|
$
|
2,380
|
|
|
$
|
106,547
|
|
|
$
|
2,587
|
|
Total
|
$
|
1,005,687
|
|
|
$
|
12,792
|
|
|
$
|
1,015,484
|
|
|
$
|
13,134
|
|
|
|
|
|
|
|
|
|
||||||||
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||||
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||||||
(dollars in thousands)
|
RESTAURANT SALES
|
|
FRANCHISE REVENUE
|
|
RESTAURANT SALES
|
|
FRANCHISE REVENUE
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
$
|
1,113,820
|
|
|
$
|
20,187
|
|
|
$
|
1,093,198
|
|
|
$
|
21,231
|
|
Carrabba’s Italian Grill (1)
|
323,475
|
|
|
797
|
|
|
337,381
|
|
|
304
|
|
||||
Bonefish Grill
|
304,499
|
|
|
410
|
|
|
305,903
|
|
|
473
|
|
||||
Fleming’s Prime Steakhouse & Wine Bar
|
157,423
|
|
|
—
|
|
|
154,302
|
|
|
—
|
|
||||
Other
|
2,212
|
|
|
—
|
|
|
2,497
|
|
|
—
|
|
||||
U.S. Total
|
$
|
1,901,429
|
|
|
$
|
21,394
|
|
|
$
|
1,893,281
|
|
|
$
|
22,008
|
|
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse-Brazil
|
$
|
173,550
|
|
|
$
|
—
|
|
|
$
|
182,932
|
|
|
$
|
—
|
|
Other
|
42,350
|
|
|
5,160
|
|
|
38,274
|
|
|
5,341
|
|
||||
International Total
|
$
|
215,900
|
|
|
$
|
5,160
|
|
|
$
|
221,206
|
|
|
$
|
5,341
|
|
Total
|
$
|
2,117,329
|
|
|
$
|
26,554
|
|
|
$
|
2,114,487
|
|
|
$
|
27,349
|
|
(dollars in thousands)
|
JUNE 30, 2019
|
|
DECEMBER 30, 2018
|
||||
Other current assets, net
|
|
|
|
||||
Deferred gift card sales commissions
|
$
|
10,488
|
|
|
$
|
16,431
|
|
|
|
|
|
||||
Unearned revenue
|
|
|
|
||||
Deferred gift card revenue
|
$
|
227,372
|
|
|
$
|
333,794
|
|
Deferred loyalty revenue
|
9,448
|
|
|
8,424
|
|
||
Deferred franchise fees - current
|
484
|
|
|
490
|
|
||
Total Unearned revenue
|
$
|
237,304
|
|
|
$
|
342,708
|
|
|
|
|
|
||||
Other long-term liabilities, net
|
|
|
|
||||
Deferred franchise fees - non-current
|
$
|
4,737
|
|
|
$
|
4,531
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Balance, beginning of period
|
$
|
11,195
|
|
|
$
|
10,039
|
|
|
$
|
16,431
|
|
|
$
|
16,231
|
|
Deferred gift card sales commissions amortization
|
(5,682
|
)
|
|
(5,804
|
)
|
|
(14,089
|
)
|
|
(15,219
|
)
|
||||
Deferred gift card sales commissions capitalization
|
5,399
|
|
|
5,400
|
|
|
9,232
|
|
|
9,258
|
|
||||
Other
|
(424
|
)
|
|
(460
|
)
|
|
(1,086
|
)
|
|
(1,095
|
)
|
||||
Balance, end of period
|
$
|
10,488
|
|
|
$
|
9,175
|
|
|
$
|
10,488
|
|
|
$
|
9,175
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Balance, beginning of period
|
$
|
240,923
|
|
|
$
|
227,783
|
|
|
$
|
333,794
|
|
|
$
|
323,628
|
|
Gift card sales
|
75,658
|
|
|
78,837
|
|
|
131,130
|
|
|
135,122
|
|
||||
Gift card redemptions
|
(84,942
|
)
|
|
(88,496
|
)
|
|
(226,401
|
)
|
|
(233,052
|
)
|
||||
Gift card breakage
|
(4,267
|
)
|
|
(4,838
|
)
|
|
(11,151
|
)
|
|
(12,412
|
)
|
||||
Balance, end of period
|
$
|
227,372
|
|
|
$
|
213,286
|
|
|
$
|
227,372
|
|
|
$
|
213,286
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Impairment losses
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
165
|
|
|
$
|
284
|
|
|
$
|
3,629
|
|
|
$
|
395
|
|
International
|
1,767
|
|
|
4,437
|
|
|
1,785
|
|
|
6,597
|
|
||||
Total impairment losses
|
$
|
1,932
|
|
|
$
|
4,721
|
|
|
$
|
5,414
|
|
|
$
|
6,992
|
|
Restaurant closure expenses
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
8
|
|
|
$
|
674
|
|
|
$
|
95
|
|
|
$
|
1,022
|
|
International
|
—
|
|
|
3,494
|
|
|
17
|
|
|
3,614
|
|
||||
Total restaurant closure expenses
|
$
|
8
|
|
|
$
|
4,168
|
|
|
$
|
112
|
|
|
$
|
4,636
|
|
Provision for impaired assets and restaurant closings
|
$
|
1,940
|
|
|
$
|
8,889
|
|
|
$
|
5,526
|
|
|
$
|
11,628
|
|
|
TWENTY-SIX WEEKS ENDED
|
||
(dollars in thousands)
|
JUNE 30, 2019
|
||
Balance, beginning of the period
|
$
|
18,094
|
|
Additions (1)
|
1,288
|
|
|
Cash payments
|
(3,594
|
)
|
|
Accretion
|
663
|
|
|
Adjustments
|
(406
|
)
|
|
Balance, end of the period (2)
|
$
|
16,045
|
|
(1)
|
Includes closure initiative related lease liabilities recognized as a result of the adoption of ASU No. 2016-02.
|
(2)
|
As of June 30, 2019, the Company had exit-related accruals related to certain closure initiatives of $3.3 million recorded in Accrued and other current liabilities and $12.7 million recorded in Non-current operating lease liabilities on its Consolidated Balance Sheet.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(in thousands, except per share data)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Net income attributable to Bloomin’ Brands
|
$
|
29,021
|
|
|
$
|
26,721
|
|
|
$
|
93,321
|
|
|
$
|
92,119
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
90,194
|
|
|
92,120
|
|
|
90,805
|
|
|
92,194
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Effect of diluted securities:
|
|
|
|
|
|
|
|
||||||||
Stock options
|
561
|
|
|
1,861
|
|
|
676
|
|
|
2,406
|
|
||||
Nonvested restricted stock units
|
198
|
|
|
380
|
|
|
278
|
|
|
452
|
|
||||
Nonvested performance-based share units
|
—
|
|
|
—
|
|
|
48
|
|
|
20
|
|
||||
Diluted weighted average common shares outstanding
|
90,953
|
|
|
94,361
|
|
|
91,807
|
|
|
95,072
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.32
|
|
|
$
|
0.29
|
|
|
$
|
1.03
|
|
|
$
|
1.00
|
|
Diluted earnings per share
|
$
|
0.32
|
|
|
$
|
0.28
|
|
|
$
|
1.02
|
|
|
$
|
0.97
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||
(shares in thousands)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||
Stock options
|
4,214
|
|
|
2,133
|
|
|
3,799
|
|
|
2,041
|
|
Nonvested restricted stock units
|
200
|
|
|
16
|
|
|
211
|
|
|
63
|
|
Nonvested performance-based share units
|
330
|
|
|
197
|
|
|
295
|
|
|
180
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Stock options
|
$
|
1,413
|
|
|
$
|
1,628
|
|
|
$
|
2,572
|
|
|
$
|
3,526
|
|
Restricted stock units
|
2,410
|
|
|
2,455
|
|
|
4,159
|
|
|
4,787
|
|
||||
Performance-based share units
|
1,254
|
|
|
1,874
|
|
|
2,257
|
|
|
2,470
|
|
||||
|
$
|
5,077
|
|
|
$
|
5,957
|
|
|
$
|
8,988
|
|
|
$
|
10,783
|
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||
Assumptions:
|
|
|
|
||||
Weighted-average risk-free interest rate (1)
|
2.39
|
%
|
|
2.66
|
%
|
||
Dividend yield (2)
|
1.92
|
%
|
|
1.50
|
%
|
||
Expected term (3)
|
4.7 years
|
|
|
5.8 years
|
|
||
Weighted-average volatility (4)
|
30.96
|
%
|
|
32.76
|
%
|
||
|
|
|
|
||||
Weighted-average grant date fair value per option
|
$
|
5.11
|
|
|
$
|
7.23
|
|
(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 Company estimates the expected term based on historical exercise experience for its stock options.
|
(4)
|
Based on the historical volatility of the Company’s stock.
|
|
UNRECOGNIZED COMPENSATION EXPENSE
(dollars in thousands) |
|
REMAINING WEIGHTED-AVERAGE VESTING PERIOD (in years)
|
||
Stock options
|
$
|
10,583
|
|
|
2.3
|
Restricted stock units
|
$
|
19,055
|
|
|
2.4
|
Performance-based share units
|
$
|
8,601
|
|
|
1.7
|
(dollars in thousands)
|
JUNE 30, 2019
|
|
DECEMBER 30, 2018
|
||||
Prepaid expenses
|
$
|
21,213
|
|
|
$
|
38,117
|
|
Accounts receivable - gift cards, net
|
16,485
|
|
|
91,242
|
|
||
Accounts receivable - vendors, net
|
10,494
|
|
|
10,029
|
|
||
Accounts receivable - franchisees, net
|
1,628
|
|
|
1,303
|
|
||
Accounts receivable - other, net
|
17,094
|
|
|
19,688
|
|
||
Deferred gift card sales commissions
|
10,488
|
|
|
16,431
|
|
||
Assets held for sale
|
16,669
|
|
|
5,143
|
|
||
Other current assets, net
|
3,750
|
|
|
8,895
|
|
||
|
$
|
97,821
|
|
|
$
|
190,848
|
|
(dollars in thousands)
|
JUNE 30, 2019
|
|
DECEMBER 30, 2018
|
||||
Accrued rent and current operating lease liabilities
|
$
|
173,335
|
|
|
$
|
2,850
|
|
Accrued payroll and other compensation
|
88,121
|
|
|
101,249
|
|
||
Accrued insurance
|
24,253
|
|
|
22,055
|
|
||
Other current liabilities
|
85,370
|
|
|
120,499
|
|
||
|
$
|
371,079
|
|
|
$
|
246,653
|
|
|
JUNE 30, 2019
|
|
DECEMBER 30, 2018
|
||||||||||
(dollars in thousands)
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||||
Term loan A (1)
|
$
|
462,500
|
|
|
4.14
|
%
|
|
$
|
475,000
|
|
|
4.14
|
%
|
Revolving credit facility (1)
|
686,300
|
|
|
4.18
|
%
|
|
599,500
|
|
|
4.17
|
%
|
||
Total Senior Secured Credit Facility
|
$
|
1,148,800
|
|
|
|
|
$
|
1,074,500
|
|
|
|
||
Finance lease liabilities
|
3,127
|
|
|
|
|
—
|
|
|
|
||||
Financing obligations
|
—
|
|
|
|
|
19,562
|
|
|
7.58% to 7.82%
|
|
|||
Capital lease obligations
|
—
|
|
|
|
|
3,297
|
|
|
|
||||
Other
|
50
|
|
|
2.18
|
%
|
|
918
|
|
|
0.00% to 2.18%
|
|
||
Less: unamortized debt discount and issuance costs
|
(3,082
|
)
|
|
|
|
(3,502
|
)
|
|
|
||||
Total debt, net
|
$
|
1,148,895
|
|
|
|
|
$
|
1,094,775
|
|
|
|
||
Less: current portion of long-term debt
|
(26,706
|
)
|
|
|
|
(27,190
|
)
|
|
|
||||
Long-term debt, net
|
$
|
1,122,189
|
|
|
|
|
$
|
1,067,585
|
|
|
|
(1)
|
Interest rate represents the weighted-average interest rate for the respective periods.
|
(dollars in thousands)
|
JUNE 30, 2019
|
|
DECEMBER 30, 2018
|
||||
Accrued insurance liability
|
$
|
33,617
|
|
|
$
|
33,771
|
|
Unfavorable leases (1)
|
—
|
|
|
32,120
|
|
||
Chef and Restaurant Managing Partner deferred compensation obligations and deposits
|
53,614
|
|
|
64,766
|
|
||
Other long-term liabilities
|
58,887
|
|
|
60,876
|
|
||
|
$
|
146,118
|
|
|
$
|
191,533
|
|
(1)
|
Net of accumulated amortization of $36.2 million as of December 30, 2018.
|
11.
|
Stockholders’ Equity
|
(in thousands, except per share data)
|
NUMBER OF SHARES
|
|
AVERAGE REPURCHASE PRICE PER SHARE
|
|
AMOUNT
|
|||||
Second fiscal quarter
|
5,469
|
|
|
$
|
19.56
|
|
|
$
|
106,992
|
|
(in thousands, except per share data)
|
DIVIDENDS PER SHARE
|
|
AMOUNT
|
||||
First fiscal quarter
|
$
|
0.10
|
|
|
$
|
9,140
|
|
Second fiscal quarter
|
0.10
|
|
|
9,227
|
|
||
Total cash dividends declared and paid
|
$
|
0.20
|
|
|
$
|
18,367
|
|
(dollars in thousands)
|
JUNE 30, 2019
|
|
DECEMBER 30, 2018
|
||||
Foreign currency translation adjustment
|
$
|
(137,886
|
)
|
|
$
|
(135,149
|
)
|
Unrealized loss on derivatives, net of tax
|
(19,460
|
)
|
|
(7,606
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(157,346
|
)
|
|
$
|
(142,755
|
)
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Foreign currency translation adjustment
|
$
|
(8,584
|
)
|
|
$
|
(30,402
|
)
|
|
$
|
(2,737
|
)
|
|
$
|
(29,036
|
)
|
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain on derivatives, net of tax (1)
|
$
|
(7,239
|
)
|
|
$
|
296
|
|
|
$
|
(11,620
|
)
|
|
$
|
1,184
|
|
Reclassification of adjustments for loss (gain) on derivatives included in Net income, net of tax (2)
|
130
|
|
|
71
|
|
|
(234
|
)
|
|
379
|
|
||||
Total unrealized (loss) gain on derivatives, net of tax
|
$
|
(7,109
|
)
|
|
$
|
367
|
|
|
$
|
(11,854
|
)
|
|
$
|
1,563
|
|
Other comprehensive loss attributable to Bloomin’ Brands
|
$
|
(15,693
|
)
|
|
$
|
(30,035
|
)
|
|
$
|
(14,591
|
)
|
|
$
|
(27,473
|
)
|
(1)
|
Unrealized (loss) gain on derivatives is net of tax of $(2.5) million and $0.1 million for the thirteen weeks ended June 30, 2019 and July 1, 2018, respectively, and $(4.0) million and $0.4 million for the twenty-six weeks ended June 30, 2019 and July 1, 2018, respectively.
|
(2)
|
Reclassifications of adjustments for loss (gain) on derivatives are net of tax. See Note 12 - Derivative Instruments and Hedging Activities for discussion of the tax impact of reclassifications.
|
(dollars in thousands)
|
JUNE 30, 2019
|
|
DECEMBER 30, 2018
|
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
||||
Interest rate swaps - asset (1)
|
$
|
—
|
|
|
$
|
765
|
|
|
Other current assets, net
|
|
|
|
|
|
|
||||
Interest rate swaps - liability
|
$
|
6,524
|
|
|
$
|
1,393
|
|
|
Accrued and other current liabilities
|
Interest rate swaps - liability
|
19,803
|
|
|
9,723
|
|
|
Other long-term liabilities, net
|
||
Total fair value of derivative instruments - liabilities (1)
|
$
|
26,327
|
|
|
$
|
11,116
|
|
|
|
(1)
|
See Note 14 - Fair Value Measurements for fair value discussion of the interest rate swaps.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Interest rate swap (expense) benefit recognized in Interest expense, net
|
$
|
(175
|
)
|
|
$
|
(95
|
)
|
|
$
|
316
|
|
|
$
|
(510
|
)
|
Income tax benefit (expense) recognized in Provision (benefit) for income taxes
|
45
|
|
|
24
|
|
|
(82
|
)
|
|
131
|
|
||||
Total effects of the interest rate swaps on Net income
|
$
|
(130
|
)
|
|
$
|
(71
|
)
|
|
$
|
234
|
|
|
$
|
(379
|
)
|
(1)
|
Net of accumulated amortization of $0.7 million.
|
(2)
|
Excludes accrued contingent percentage rent.
|
|
CONSOLIDATED INCOME STATEMENT CLASSIFICATION
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
(dollars in thousands)
|
|
JUNE 30, 2019
|
|
JUNE 30, 2019
|
|||||
Operating leases (1)
|
Other restaurant operating
|
|
$
|
45,079
|
|
|
$
|
90,312
|
|
Variable lease cost
|
Other restaurant operating
|
|
746
|
|
|
1,565
|
|
||
Finance leases
|
|
|
|
|
|
||||
Amortization of leased assets
|
Depreciation and amortization
|
|
360
|
|
|
684
|
|
||
Interest on lease liabilities
|
Interest expense, net
|
|
72
|
|
|
145
|
|
||
Sublease revenue (2)
|
Franchise and other revenues
|
|
(1,792
|
)
|
|
(3,106
|
)
|
||
Lease costs, net (3)
|
|
|
$
|
44,465
|
|
|
$
|
89,600
|
|
(1)
|
Excludes rent expense for office facilities and Company-owned closed or subleased properties for the thirteen and twenty-six weeks ended June 30, 2019 of $3.7 million and $7.2 million, respectively, which is included in General and administrative expense and certain supply chain related rent expense of $0.3 million and $0.6 million, respectively, which is included in Cost of sales.
|
(2)
|
Excludes rental income from Company-owned properties for the thirteen and twenty-six weeks ended June 30, 2019 of $0.7 million and $1.4 million, respectively.
|
(3)
|
During the thirteen and twenty-six weeks ended July 1, 2018, the Company recorded rent expense of $45.7 million and $93.0 million, respectively, including variable rent expense of $1.0 million and $2.3 million, respectively, and sublease revenue of $1.5 million and $3.1 million, respectively.
|
(dollars in thousands)
|
OPERATING LEASES
|
|
FINANCE LEASES
|
|
SUBLEASE REVENUES
|
||||||
Year 1 (1)
|
$
|
178,680
|
|
|
$
|
1,705
|
|
|
$
|
(5,956
|
)
|
Year 2
|
192,056
|
|
|
1,202
|
|
|
(6,050
|
)
|
|||
Year 3
|
187,827
|
|
|
521
|
|
|
(5,980
|
)
|
|||
Year 4
|
184,545
|
|
|
7
|
|
|
(5,967
|
)
|
|||
Year 5
|
179,329
|
|
|
5
|
|
|
(5,908
|
)
|
|||
Thereafter
|
1,753,411
|
|
|
3
|
|
|
(66,453
|
)
|
|||
Total minimum lease payments (receipts) (2)
|
$
|
2,675,848
|
|
|
$
|
3,443
|
|
|
$
|
(96,314
|
)
|
Less: Interest
|
(1,220,011
|
)
|
|
(316
|
)
|
|
|
||||
Present value of future lease payments (receipts)
|
$
|
1,455,837
|
|
|
$
|
3,127
|
|
|
|
(1)
|
Net of operating lease prepaid rent of $14.7 million.
|
(2)
|
Includes $1.0 billion related to options to extend operating lease terms and excludes $112.3 million of signed operating leases that have not yet commenced.
|
(1)
|
Based on the Company’s incremental borrowing rate at lease commencement.
|
|
TWENTY-SIX WEEKS ENDED
|
||
(dollars in thousands)
|
JUNE 30, 2019
|
||
Cash flows from operating activities:
|
|
||
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
95,532
|
|
(dollars in thousands)
|
JUNE 30, 2019
|
||
Land (1)
|
$
|
15,247
|
|
|
|
||
Buildings and building improvements
|
$
|
23,120
|
|
Less: accumulated depreciation
|
(10,210
|
)
|
|
Buildings and building improvements, net (1)
|
$
|
12,910
|
|
(1)
|
Includes $5.6 million of Land and $6.5 million of Building and building improvements, net recorded within assets held for sale as of June 30, 2019.
|
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 30, 2019
|
|
DECEMBER 30, 2018
|
||||||||||||||||||||
(dollars in thousands)
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income funds
|
$
|
511
|
|
|
$
|
511
|
|
|
$
|
—
|
|
|
$
|
627
|
|
|
$
|
627
|
|
|
$
|
—
|
|
Money market funds
|
6,655
|
|
|
6,655
|
|
|
—
|
|
|
17,827
|
|
|
17,827
|
|
|
—
|
|
||||||
Restricted cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
2,187
|
|
|
2,187
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other current assets, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
765
|
|
|
—
|
|
|
765
|
|
||||||
Total asset recurring fair value measurements
|
$
|
9,353
|
|
|
$
|
9,353
|
|
|
$
|
—
|
|
|
$
|
19,219
|
|
|
$
|
18,454
|
|
|
$
|
765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued and other current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
$
|
6,524
|
|
|
$
|
—
|
|
|
$
|
6,524
|
|
|
$
|
1,393
|
|
|
$
|
—
|
|
|
$
|
1,393
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
19,803
|
|
|
—
|
|
|
19,803
|
|
|
9,723
|
|
|
—
|
|
|
9,723
|
|
||||||
Total liability recurring fair value measurements
|
$
|
26,327
|
|
|
$
|
—
|
|
|
$
|
26,327
|
|
|
$
|
11,116
|
|
|
$
|
—
|
|
|
$
|
11,116
|
|
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. 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 also considers its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. As of June 30, 2019 and December 30, 2018, the Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.
|
|
THIRTEEN WEEKS ENDED
|
||||||||||||||
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||||||
(dollars in thousands)
|
CARRYING VALUE
|
|
TOTAL IMPAIRMENT
|
|
CARRYING VALUE (2)
|
|
TOTAL IMPAIRMENT
|
||||||||
Operating lease right-of-use assets (1)
|
$
|
114
|
|
|
$
|
1,770
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Property, fixtures and equipment (1)
|
466
|
|
|
162
|
|
|
1,060
|
|
|
4,721
|
|
||||
|
$
|
580
|
|
|
$
|
1,932
|
|
|
$
|
1,060
|
|
|
$
|
4,721
|
|
|
|
|
|
|
|
|
|
||||||||
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||||
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||||||
(dollars in thousands)
|
CARRYING VALUE
|
|
TOTAL IMPAIRMENT
|
|
CARRYING VALUE (2)
|
|
TOTAL IMPAIRMENT
|
||||||||
Assets held for sale (2)
|
$
|
2,149
|
|
|
$
|
215
|
|
|
$
|
50
|
|
|
$
|
50
|
|
Operating lease right-of-use assets (1)
|
2,356
|
|
|
2,366
|
|
|
—
|
|
|
—
|
|
||||
Property, fixtures and equipment (1)
|
956
|
|
|
2,833
|
|
|
1,380
|
|
|
6,942
|
|
||||
|
$
|
5,461
|
|
|
$
|
5,414
|
|
|
$
|
1,430
|
|
|
$
|
6,992
|
|
(1)
|
Carrying value approximates fair value. Carrying values for Operating lease right-of-use assets and Property, fixtures and equipment measured using Level 3 inputs to estimate fair value totaled $0.1 million and $0.5 million, respectively, during the thirteen weeks ended June 30, 2019 and $2.1 million and $1.0 million, respectively, during the twenty-six weeks ended June 30, 2019. Level 2 inputs were used to estimate the fair value for all other assets measured in the periods presented. Third-party market appraisals (Level 2) and discounted cash flow models (Level 3) were used to estimate fair value.
|
(2)
|
Carrying value approximates fair value with all assets measured using third-party market appraisals or executed sales contracts (Level 2).
|
|
JUNE 30, 2019
|
|
DECEMBER 30, 2018
|
||||||||||||
|
CARRYING VALUE
|
|
FAIR VALUE LEVEL 2
|
|
CARRYING VALUE
|
|
FAIR VALUE LEVEL 2
|
||||||||
(dollars in thousands)
|
|
|
|
||||||||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||||||
Term loan A
|
$
|
462,500
|
|
|
$
|
462,500
|
|
|
$
|
475,000
|
|
|
$
|
464,906
|
|
Revolving credit facility
|
$
|
686,300
|
|
|
$
|
683,726
|
|
|
$
|
599,500
|
|
|
$
|
590,508
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||
Effective income tax rate
|
3.9
|
%
|
|
(23.7
|
)%
|
|
6.6
|
%
|
|
(3.6
|
)%
|
(1)
|
Includes franchise locations.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Total revenues
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
914,219
|
|
|
$
|
922,355
|
|
|
$
|
1,928,726
|
|
|
$
|
1,921,062
|
|
International
|
107,711
|
|
|
109,459
|
|
|
221,335
|
|
|
227,217
|
|
||||
Total revenues
|
$
|
1,021,930
|
|
|
$
|
1,031,814
|
|
|
$
|
2,150,061
|
|
|
$
|
2,148,279
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Segment income (loss) from operations
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
78,814
|
|
|
$
|
76,913
|
|
|
$
|
191,849
|
|
|
$
|
186,047
|
|
International
|
6,909
|
|
|
(2,049
|
)
|
|
20,629
|
|
|
6,276
|
|
||||
Total segment income from operations
|
85,723
|
|
|
74,864
|
|
|
212,478
|
|
|
192,323
|
|
||||
Unallocated corporate operating expense
|
(42,263
|
)
|
|
(41,940
|
)
|
|
(86,524
|
)
|
|
(81,028
|
)
|
||||
Total income from operations
|
43,460
|
|
|
32,924
|
|
|
125,954
|
|
|
111,295
|
|
||||
Other income (expense), net
|
12
|
|
|
(6
|
)
|
|
(156
|
)
|
|
(5
|
)
|
||||
Interest expense, net
|
(12,448
|
)
|
|
(11,319
|
)
|
|
(23,629
|
)
|
|
(21,629
|
)
|
||||
Income before provision (benefit) for income taxes
|
$
|
31,024
|
|
|
$
|
21,599
|
|
|
$
|
102,169
|
|
|
$
|
89,661
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
38,916
|
|
|
$
|
39,993
|
|
|
$
|
77,702
|
|
|
$
|
79,267
|
|
International
|
6,749
|
|
|
6,714
|
|
|
13,205
|
|
|
13,446
|
|
||||
Corporate
|
4,123
|
|
|
4,075
|
|
|
8,363
|
|
|
8,189
|
|
||||
Total depreciation and amortization
|
$
|
49,788
|
|
|
$
|
50,782
|
|
|
$
|
99,270
|
|
|
$
|
100,902
|
|
(dollars in thousands)
|
JUNE 30, 2019
|
|
DECEMBER 30, 2018
|
||||
U.S.
|
$
|
1,035,172
|
|
|
$
|
1,107,679
|
|
International
|
|
|
|
||||
Brazil
|
124,811
|
|
|
115,560
|
|
||
Other
|
15,280
|
|
|
13,663
|
|
||
Total assets
|
$
|
1,175,263
|
|
|
$
|
1,236,902
|
|
(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)
|
Economic conditions and their effects on consumer confidence and discretionary spending, consumer traffic, the cost and availability of credit and interest rates;
|
(v)
|
Our ability to protect our information technology systems from interruption or security breach, including cyber security threats, and to protect consumer data and personal employee information;
|
(vi)
|
Fluctuations in the price and availability of commodities;
|
(vii)
|
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;
|
(viii)
|
Our ability to effectively respond to changes in patterns of consumer traffic, consumer tastes and dietary habits;
|
(ix)
|
Our ability to implement our remodeling, relocation and expansion plans due to uncertainty in locating and acquiring attractive sites on acceptable terms, obtaining required permits and approvals, recruiting and training necessary personnel, obtaining adequate financing and estimating the performance of newly opened, remodeled or relocated restaurants;
|
(x)
|
The effects of international economic, political and social conditions and legal systems on our foreign operations and on foreign currency exchange rates;
|
(xi)
|
Our ability to preserve and grow the reputation and value of our brands, particularly in light of changes in consumer engagement with social media platforms;
|
(xii)
|
Any impairment in the carrying value of our goodwill or other intangible or long-lived assets and its effect on our financial condition and results of operations;
|
(xiii)
|
Strategic actions, including acquisitions and dispositions, and our success in implementing these initiatives or integrating any acquired or newly created businesses;
|
(xiv)
|
Seasonal and periodic fluctuations in our results and the effects of significant adverse weather conditions and other disasters or unforeseen events;
|
(xv)
|
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;
|
(xvi)
|
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
|
(xvii)
|
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 30, 2018.
|
•
|
A decrease in Total revenues of 1.0% in the second quarter of 2019, as compared to the second quarter of 2018, primarily due to foreign currency translation and domestic refranchising, partially offset by higher comparable restaurant sales and the net impact of restaurant openings and closures.
|
•
|
Income from operations of $43.5 million in the second quarter of 2019, as compared to $32.9 million in the second quarter of 2018, increased primarily due to higher comparable restaurant sales and the impact of certain cost savings initiatives. These increases were partially offset by labor and commodity inflation, and the impact of deferred gain amortization no longer recognized upon adoption of the new lease standard.
|
•
|
Average restaurant unit volumes—average sales (excluding gift card breakage) per restaurant to measure changes in customer traffic, pricing and development of the brand;
|
•
|
Comparable restaurant sales—year-over-year comparison of sales volumes (excluding gift card breakage) 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.
|
•
|
Customer satisfaction scores—measurement of our customers’ experiences in a variety of key areas.
|
Number of restaurants (at end of the period):
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||
U.S.
|
|
|
|
||
Outback Steakhouse
|
|
|
|
||
Company-owned
|
579
|
|
|
583
|
|
Franchised
|
148
|
|
|
154
|
|
Total
|
727
|
|
|
737
|
|
Carrabba’s Italian Grill
|
|
|
|
||
Company-owned (1)
|
205
|
|
|
224
|
|
Franchised (1)
|
21
|
|
|
3
|
|
Total
|
226
|
|
|
227
|
|
Bonefish Grill
|
|
|
|
||
Company-owned
|
190
|
|
|
192
|
|
Franchised
|
7
|
|
|
7
|
|
Total
|
197
|
|
|
199
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
|
|
||
Company-owned
|
69
|
|
|
70
|
|
Other
|
|
|
|
||
Company-owned
|
3
|
|
|
5
|
|
U.S. Total
|
1,222
|
|
|
1,238
|
|
International
|
|
|
|
||
Company-owned
|
|
|
|
||
Outback Steakhouse - Brazil (2)
|
97
|
|
|
92
|
|
Other
|
27
|
|
|
31
|
|
Franchised
|
|
|
|
|
|
Outback Steakhouse - South Korea
|
70
|
|
|
74
|
|
Other
|
51
|
|
|
55
|
|
International Total
|
245
|
|
|
252
|
|
System-wide total
|
1,467
|
|
|
1,490
|
|
(1)
|
In March 2019, we sold 18 Carrabba’s Italian Grill locations, which are now operated as franchises.
|
(2)
|
The restaurant counts for Brazil are reported as of May 31, 2019 and 2018, respectively, to correspond with the balance sheet dates of this subsidiary.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||
Revenues
|
|
|
|
|
|
|
|
|
|||
Restaurant sales
|
98.4
|
%
|
|
98.4
|
%
|
|
98.5
|
%
|
|
98.4
|
%
|
Franchise and other revenues
|
1.6
|
|
|
1.6
|
|
|
1.5
|
|
|
1.6
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (1)
|
31.1
|
|
|
31.8
|
|
|
31.4
|
|
|
31.9
|
|
Labor and other related (1)
|
30.0
|
|
|
29.7
|
|
|
29.3
|
|
|
29.0
|
|
Other restaurant operating (1)
|
24.0
|
|
|
23.5
|
|
|
23.2
|
|
|
23.3
|
|
Depreciation and amortization
|
4.9
|
|
|
4.9
|
|
|
4.6
|
|
|
4.7
|
|
General and administrative
|
7.0
|
|
|
7.4
|
|
|
6.6
|
|
|
6.7
|
|
Provision for impaired assets and restaurant closings
|
0.2
|
|
|
0.9
|
|
|
0.3
|
|
|
0.5
|
|
Total costs and expenses
|
95.7
|
|
|
96.8
|
|
|
94.1
|
|
|
94.8
|
|
Income from operations
|
4.3
|
|
|
3.2
|
|
|
5.9
|
|
|
5.2
|
|
Other income (expense), net
|
*
|
|
|
(*)
|
|
|
(*)
|
|
|
(*)
|
|
Interest expense, net
|
(1.3
|
)
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|
(1.0
|
)
|
Income before provision (benefit) for income taxes
|
3.0
|
|
|
2.1
|
|
|
4.8
|
|
|
4.2
|
|
Provision (benefit) for income taxes
|
0.1
|
|
|
(0.5
|
)
|
|
0.4
|
|
|
(0.1
|
)
|
Net income
|
2.9
|
|
|
2.6
|
|
|
4.4
|
|
|
4.3
|
|
Less: net income attributable to noncontrolling interests
|
0.1
|
|
|
*
|
|
|
0.1
|
|
|
*
|
|
Net income attributable to Bloomin’ Brands
|
2.8
|
%
|
|
2.6
|
%
|
|
4.3
|
%
|
|
4.3
|
%
|
(1)
|
As a percentage of Restaurant sales.
|
*
|
Less than 1/10th of one percent of Total revenues.
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
For the periods ended July 1, 2018
|
$
|
1,015.4
|
|
|
$
|
2,114.5
|
|
Change from:
|
|
|
|
||||
Effect of foreign currency translation
|
(12.6
|
)
|
|
(28.9
|
)
|
||
Divestiture of restaurants through refranchising transactions
|
(10.8
|
)
|
|
(11.4
|
)
|
||
Restaurant closings
|
(8.6
|
)
|
|
(18.8
|
)
|
||
Restaurant openings
|
12.3
|
|
|
25.3
|
|
||
Comparable restaurant sales
|
10.0
|
|
|
36.6
|
|
||
For the periods ended June 30, 2019
|
$
|
1,005.7
|
|
|
$
|
2,117.3
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Average restaurant unit volumes (weekly):
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
$
|
69,497
|
|
|
$
|
68,290
|
|
|
$
|
73,344
|
|
|
$
|
71,366
|
|
Carrabba’s Italian Grill
|
$
|
56,285
|
|
|
$
|
56,131
|
|
|
$
|
58,188
|
|
|
$
|
57,809
|
|
Bonefish Grill
|
$
|
60,018
|
|
|
$
|
59,642
|
|
|
$
|
61,833
|
|
|
$
|
60,923
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
$
|
81,754
|
|
|
$
|
80,563
|
|
|
$
|
86,496
|
|
|
$
|
85,344
|
|
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse - Brazil (1)
|
$
|
66,829
|
|
|
$
|
74,225
|
|
|
$
|
70,754
|
|
|
$
|
79,324
|
|
Operating weeks:
|
|
|
|
|
|
|
|
|
|||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
7,538
|
|
|
7,586
|
|
|
15,065
|
|
|
15,180
|
|
||||
Carrabba’s Italian Grill
|
2,665
|
|
|
2,912
|
|
|
5,559
|
|
|
5,836
|
|
||||
Bonefish Grill
|
2,467
|
|
|
2,499
|
|
|
4,925
|
|
|
5,021
|
|
||||
Fleming’s Prime Steakhouse & Wine Bar
|
910
|
|
|
910
|
|
|
1,820
|
|
|
1,808
|
|
||||
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse - Brazil
|
1,257
|
|
|
1,183
|
|
|
2,453
|
|
|
2,306
|
|
(1)
|
Translated at average exchange rates of 3.91 and 3.43 for the thirteen weeks ended June 30, 2019 and July 1, 2018, respectively, and 3.85 and 3.34 for the twenty-six weeks ended June 30, 2019 and July 1, 2018, respectively.
|
(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.
|
(3)
|
Average check per person includes the impact of menu pricing changes, product mix and discounts.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in millions)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Franchise revenues (1)
|
$
|
12.8
|
|
|
$
|
13.1
|
|
|
$
|
26.6
|
|
|
$
|
27.4
|
|
Other revenues
|
3.4
|
|
|
3.2
|
|
|
6.1
|
|
|
6.4
|
|
||||
Franchise and other revenues
|
$
|
16.2
|
|
|
$
|
16.3
|
|
|
$
|
32.7
|
|
|
$
|
33.8
|
|
(1)
|
Represents franchise royalties, advertising fees and initial franchise fees.
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||
(dollars in millions)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
Change
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
Change
|
||||||||||
Cost of sales
|
$
|
312.7
|
|
|
$
|
322.8
|
|
|
|
|
$
|
664.8
|
|
|
$
|
674.9
|
|
|
|
||
% of Restaurant sales
|
31.1
|
%
|
|
31.8
|
%
|
|
(0.7
|
)%
|
|
31.4
|
%
|
|
31.9
|
%
|
|
(0.5
|
)%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||
(dollars in millions)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
Change
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
Change
|
||||||||||
Labor and other related
|
$
|
301.2
|
|
|
$
|
301.9
|
|
|
|
|
$
|
620.2
|
|
|
$
|
613.0
|
|
|
|
||
% of Restaurant sales
|
30.0
|
%
|
|
29.7
|
%
|
|
0.3
|
%
|
|
29.3
|
%
|
|
29.0
|
%
|
|
0.3
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||
(dollars in millions)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
Change
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
Change
|
||||||||||
Other restaurant operating
|
$
|
240.9
|
|
|
$
|
238.4
|
|
|
|
|
$
|
491.7
|
|
|
$
|
491.7
|
|
|
|
||
% of Restaurant sales
|
24.0
|
%
|
|
23.5
|
%
|
|
0.5
|
%
|
|
23.2
|
%
|
|
23.3
|
%
|
|
(0.1
|
)%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
Change
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
Change
|
||||||||||||
Provision for impaired assets and restaurant closings
|
$
|
1.9
|
|
|
$
|
8.9
|
|
|
$
|
(7.0
|
)
|
|
$
|
5.5
|
|
|
$
|
11.6
|
|
|
$
|
(6.1
|
)
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
Change
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
Change
|
||||||||||||
Income from operations
|
$
|
43.5
|
|
|
$
|
32.9
|
|
|
$
|
10.6
|
|
|
$
|
126.0
|
|
|
$
|
111.3
|
|
|
$
|
14.7
|
|
% of Total revenues
|
4.3
|
%
|
|
3.2
|
%
|
|
1.1
|
%
|
|
5.9
|
%
|
|
5.2
|
%
|
|
0.7
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||||||||
(dollars in millions)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
Change
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
Change
|
||||||||||||
Interest expense, net
|
$
|
12.4
|
|
|
$
|
11.3
|
|
|
$
|
1.1
|
|
|
$
|
23.6
|
|
|
$
|
21.6
|
|
|
$
|
2.0
|
|
|
THIRTEEN WEEKS ENDED
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
|
|
||||||||||
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
Change
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
Change
|
||||||
Effective income tax rate
|
3.9
|
%
|
|
(23.7
|
)%
|
|
27.6
|
%
|
|
6.6
|
%
|
|
(3.6
|
)%
|
|
10.2
|
%
|
REPORTABLE SEGMENT (1)
|
|
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
|
(1)
|
Includes franchise locations.
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
$
|
900,616
|
|
|
$
|
908,937
|
|
|
$
|
1,901,429
|
|
|
$
|
1,893,281
|
|
Franchise and other revenues
|
13,603
|
|
|
13,418
|
|
|
27,297
|
|
|
27,781
|
|
||||
Total revenues
|
$
|
914,219
|
|
|
$
|
922,355
|
|
|
$
|
1,928,726
|
|
|
$
|
1,921,062
|
|
Restaurant-level operating margin
|
14.5
|
%
|
|
14.5
|
%
|
|
15.6
|
%
|
|
15.4
|
%
|
||||
Income from operations
|
$
|
78,814
|
|
|
$
|
76,913
|
|
|
$
|
191,849
|
|
|
$
|
186,047
|
|
Operating income margin
|
8.6
|
%
|
|
8.3
|
%
|
|
9.9
|
%
|
|
9.7
|
%
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
For the periods ended July 1, 2018
|
$
|
908.9
|
|
|
$
|
1,893.3
|
|
Change from:
|
|
|
|
||||
Divestiture of restaurants through refranchising transactions
|
(10.8
|
)
|
|
(11.4
|
)
|
||
Restaurant closings
|
(6.3
|
)
|
|
(13.9
|
)
|
||
Comparable restaurant sales
|
5.4
|
|
|
27.3
|
|
||
Restaurant openings
|
3.4
|
|
|
6.1
|
|
||
For the periods ended June 30, 2019
|
$
|
900.6
|
|
|
$
|
1,901.4
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in thousands)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Restaurant sales
|
$
|
105,071
|
|
|
$
|
106,547
|
|
|
$
|
215,900
|
|
|
$
|
221,206
|
|
Franchise and other revenues
|
2,640
|
|
|
2,912
|
|
|
5,435
|
|
|
6,011
|
|
||||
Total revenues
|
$
|
107,711
|
|
|
$
|
109,459
|
|
|
$
|
221,335
|
|
|
$
|
227,217
|
|
Restaurant-level operating margin
|
18.4
|
%
|
|
17.7
|
%
|
|
20.4
|
%
|
|
18.6
|
%
|
||||
Income (loss) from operations
|
$
|
6,909
|
|
|
$
|
(2,049
|
)
|
|
$
|
20,629
|
|
|
$
|
6,276
|
|
Operating income (loss) margin
|
6.4
|
%
|
|
(1.9
|
)%
|
|
9.3
|
%
|
|
2.8
|
%
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
For the periods ended July 1, 2018
|
$
|
106.5
|
|
|
$
|
221.2
|
|
Change from:
|
|
|
|
||||
Effect of foreign currency translation
|
(12.6
|
)
|
|
(28.9
|
)
|
||
Restaurant closings
|
(2.3
|
)
|
|
(4.9
|
)
|
||
Restaurant openings
|
8.9
|
|
|
19.2
|
|
||
Comparable restaurant sales
|
4.6
|
|
|
9.3
|
|
||
For the periods ended June 30, 2019
|
$
|
105.1
|
|
|
$
|
215.9
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(dollars in millions)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
$
|
125
|
|
|
$
|
129
|
|
|
$
|
263
|
|
|
$
|
269
|
|
Carrabba’s Italian Grill (1)
|
14
|
|
|
2
|
|
|
17
|
|
|
5
|
|
||||
Bonefish Grill
|
3
|
|
|
4
|
|
|
7
|
|
|
8
|
|
||||
U.S. Total
|
$
|
142
|
|
|
$
|
135
|
|
|
$
|
287
|
|
|
$
|
282
|
|
International
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse-South Korea
|
$
|
47
|
|
|
$
|
49
|
|
|
$
|
104
|
|
|
$
|
102
|
|
Other
|
26
|
|
|
27
|
|
|
53
|
|
|
55
|
|
||||
International Total
|
$
|
73
|
|
|
$
|
76
|
|
|
$
|
157
|
|
|
$
|
157
|
|
Total franchise sales (2)
|
$
|
215
|
|
|
$
|
211
|
|
|
$
|
444
|
|
|
$
|
439
|
|
(1)
|
In March 2019, we sold 18 Carrabba’s Italian Grill locations, which are now operated as franchises.
|
(2)
|
Franchise sales are not included in Total revenues in the Consolidated Statements of Operations and Comprehensive Income (Loss).
|
|
THIRTEEN WEEKS ENDED
|
||||||||||
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
|
U.S. GAAP
|
|
ADJUSTED
|
|
U.S. GAAP
|
|
ADJUSTED (1)
|
||||
Restaurant sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
31.1
|
%
|
|
31.1
|
%
|
|
31.8
|
%
|
|
31.8
|
%
|
Labor and other related
|
30.0
|
%
|
|
30.0
|
%
|
|
29.7
|
%
|
|
29.7
|
%
|
Other restaurant operating
|
24.0
|
%
|
|
23.9
|
%
|
|
23.5
|
%
|
|
23.6
|
%
|
|
|
|
|
|
|
|
|
||||
Restaurant-level operating margin
|
15.0
|
%
|
|
15.0
|
%
|
|
15.0
|
%
|
|
14.9
|
%
|
|
|
|
|
|
|
|
|
||||
|
TWENTY-SIX WEEKS ENDED
|
||||||||||
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
|
U.S. GAAP
|
|
ADJUSTED
|
|
U.S. GAAP
|
|
ADJUSTED (1)
|
||||
Restaurant sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
31.4
|
%
|
|
31.4
|
%
|
|
31.9
|
%
|
|
31.9
|
%
|
Labor and other related
|
29.3
|
%
|
|
29.3
|
%
|
|
29.0
|
%
|
|
29.0
|
%
|
Other restaurant operating
|
23.2
|
%
|
|
23.2
|
%
|
|
23.3
|
%
|
|
23.4
|
%
|
|
|
|
|
|
|
|
|
||||
Restaurant-level operating margin
|
16.1
|
%
|
|
16.1
|
%
|
|
15.8
|
%
|
|
15.7
|
%
|
(1)
|
Includes unfavorable adjustments recorded in Other restaurant operating for the following activities, as described in the Adjusted income from operations, Adjusted net income and Adjusted diluted earnings per share table below for the periods indicated:
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||
(dollars in millions)
|
JULY 1, 2018
|
|
JULY 1, 2018
|
||||
Restaurant and asset impairments and closing costs
|
$
|
1.4
|
|
|
$
|
2.2
|
|
Restaurant relocations and related costs
|
0.2
|
|
|
0.4
|
|
||
|
$
|
1.6
|
|
|
$
|
2.6
|
|
|
THIRTEEN WEEKS ENDED
|
|
TWENTY-SIX WEEKS ENDED
|
||||||||||||
(in thousands, except per share data)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||||||
Income from operations
|
$
|
43,460
|
|
|
$
|
32,924
|
|
|
$
|
125,954
|
|
|
$
|
111,295
|
|
Operating income margin
|
4.3
|
%
|
|
3.2
|
%
|
|
5.9
|
%
|
|
5.2
|
%
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Restaurant and asset impairments and closing costs (1)
|
$
|
2,039
|
|
|
$
|
7,886
|
|
|
$
|
4,170
|
|
|
$
|
9,181
|
|
Restaurant relocations and related costs (2)
|
952
|
|
|
1,353
|
|
|
1,984
|
|
|
3,078
|
|
||||
Severance (3)
|
748
|
|
|
—
|
|
|
3,603
|
|
|
965
|
|
||||
Legal and contingent matters
|
—
|
|
|
288
|
|
|
—
|
|
|
758
|
|
||||
Total income from operations adjustments
|
$
|
3,739
|
|
|
$
|
9,527
|
|
|
$
|
9,757
|
|
|
$
|
13,982
|
|
Adjusted income from operations
|
$
|
47,199
|
|
|
$
|
42,451
|
|
|
$
|
135,711
|
|
|
$
|
125,277
|
|
Adjusted operating income margin
|
4.6
|
%
|
|
4.1
|
%
|
|
6.3
|
%
|
|
5.8
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Bloomin’ Brands
|
$
|
29,021
|
|
|
$
|
26,721
|
|
|
$
|
93,321
|
|
|
$
|
92,119
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Income from operations adjustments
|
3,739
|
|
|
9,527
|
|
|
9,757
|
|
|
13,982
|
|
||||
Total adjustments, before income taxes
|
3,739
|
|
|
9,527
|
|
|
9,757
|
|
|
13,982
|
|
||||
Adjustment to provision for income taxes (4)
|
(413
|
)
|
|
(438
|
)
|
|
(1,232
|
)
|
|
(2,119
|
)
|
||||
Net adjustments
|
3,326
|
|
|
9,089
|
|
|
8,525
|
|
|
11,863
|
|
||||
Adjusted net income
|
$
|
32,347
|
|
|
$
|
35,810
|
|
|
$
|
101,846
|
|
|
$
|
103,982
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share
|
$
|
0.32
|
|
|
$
|
0.28
|
|
|
$
|
1.02
|
|
|
$
|
0.97
|
|
Adjusted diluted earnings per share
|
$
|
0.36
|
|
|
$
|
0.38
|
|
|
$
|
1.11
|
|
|
$
|
1.09
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted weighted average common shares outstanding
|
90,953
|
|
|
94,361
|
|
|
91,807
|
|
|
95,072
|
|
(1)
|
Represents asset impairment charges and related costs primarily associated with approved closure and restructuring initiatives, and the restructuring of certain international markets.
|
(2)
|
Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation program.
|
(3)
|
Relates to severance expense incurred as a result of restructuring activities.
|
(4)
|
Represents income tax effect of the adjustments for the periods presented.
|
|
SENIOR SECURED CREDIT FACILITY
|
|
TOTAL CREDIT FACILITIES
|
||||||||
(dollars in thousands)
|
TERM LOAN A
|
|
REVOLVING FACILITY
|
|
|||||||
Balance as of December 30, 2018
|
$
|
475,000
|
|
|
$
|
599,500
|
|
|
$
|
1,074,500
|
|
2019 new debt
|
—
|
|
|
408,000
|
|
|
408,000
|
|
|||
2019 payments
|
(12,500
|
)
|
|
(321,200
|
)
|
|
(333,700
|
)
|
|||
Balance as of June 30, 2019
|
$
|
462,500
|
|
|
$
|
686,300
|
|
|
$
|
1,148,800
|
|
|
|
|
|
|
|
||||||
Weighted-average interest rate, as of June 30, 2019
|
4.14
|
%
|
|
4.18
|
%
|
|
|
|
|||
Principal maturity date
|
November 2022
|
|
|
November 2022
|
|
|
|
|
|
TWENTY-SIX WEEKS ENDED
|
||||||
(dollars in thousands)
|
JUNE 30, 2019
|
|
JULY 1, 2018
|
||||
Net cash provided by operating activities
|
$
|
132,443
|
|
|
$
|
100,083
|
|
Net cash used in investing activities
|
(73,854
|
)
|
|
(81,944
|
)
|
||
Net cash used in financing activities
|
(63,415
|
)
|
|
(58,303
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(157
|
)
|
|
(3,164
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
$
|
(4,983
|
)
|
|
$
|
(43,328
|
)
|
(dollars in thousands)
|
JUNE 30, 2019
|
|
DECEMBER 30, 2018
|
||||
Current assets
|
$
|
233,899
|
|
|
$
|
335,483
|
|
Current liabilities
|
786,584
|
|
|
791,039
|
|
||
Working capital (deficit) (1)
|
$
|
(552,685
|
)
|
|
$
|
(455,556
|
)
|
(1)
|
During the twenty-six weeks ended June 30, 2019 net working capital (deficit) was negatively impacted by the recognition of approximately $170 million of current lease liabilities as a result of the adoption of ASU No. 2016-02.
|
(dollars in thousands)
|
DIVIDENDS PAID
|
|
SHARE REPURCHASES (1)
|
|
TOTAL
|
||||||
Fiscal year 2015
|
$
|
29,332
|
|
|
$
|
169,999
|
|
|
$
|
199,331
|
|
Fiscal year 2016
|
31,379
|
|
|
309,887
|
|
|
341,266
|
|
|||
Fiscal year 2017
|
30,988
|
|
|
272,736
|
|
|
303,724
|
|
|||
Fiscal year 2018
|
33,312
|
|
|
113,967
|
|
|
147,279
|
|
|||
First fiscal quarter 2019
|
9,140
|
|
|
—
|
|
|
9,140
|
|
|||
Second fiscal quarter 2019
|
9,227
|
|
|
106,992
|
|
|
116,219
|
|
|||
Total
|
$
|
143,378
|
|
|
$
|
973,581
|
|
|
$
|
1,116,959
|
|
(1)
|
Excludes share repurchases for the settlement of taxes related to equity awards of $180, $447, and $770 for fiscal years 2017, 2016 and 2015, respectively.
|
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)
|
||||||
April 1, 2019 through April 28, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
150,000,000
|
|
April 29, 2019 through May 26, 2019
|
|
1,956,844
|
|
|
$
|
20.41
|
|
|
1,956,844
|
|
|
$
|
110,065,788
|
|
May 27, 2019 through June 30, 2019
|
|
3,512,443
|
|
|
$
|
19.09
|
|
|
3,512,443
|
|
|
$
|
43,008,008
|
|
Total
|
|
5,469,287
|
|
|
|
|
5,469,287
|
|
|
|
(1)
|
On February 12, 2019, the Board of Directors authorized the repurchase of $150.0 million of our outstanding common stock as announced in our press release issued on February 14, 2019 (the “2019 Share Repurchase Program”). The 2019 Share Repurchase Program will expire on August 12, 2020.
|
EXHIBIT
NUMBER |
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE |
|
|
|
|
|
10.1*
|
|
|
March 31, 2019 Form 10-Q, Exhibit 10.2
|
|
|
|
|
|
|
10.2*
|
|
|
March 31, 2019 Form 10-Q, Exhibit 10.3
|
|
|
|
|
|
|
10.3*
|
|
|
Filed herewith
|
|
|
|
|
|
|
10.4*
|
|
|
Filed herewith
|
|
|
|
|
|
|
10.5*
|
|
|
Filed herewith
|
|
|
|
|
|
|
31.1
|
|
|
Filed herewith
|
|
|
|
|
|
|
31.2
|
|
|
Filed herewith
|
|
|
|
|
|
|
32.1
|
|
|
Furnished herewith
|
|
|
|
|
|
|
32.2
|
|
|
Furnished herewith
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
Date:
|
August 2, 2019
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By: /s/ Christopher Meyer
|
|
|
|
Christopher Meyer
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
EXHIBIT 10.3
|
•
|
Medical Benefits Plan
|
•
|
Salaried Short-Term Disability Insurance
|
•
|
Salaried Long-Term Disability Insurance
|
•
|
Company Paid Group Term Life Insurance
|
•
|
Company Paid Accidental Death and Dismemberment Insurance
|
/s/ Michael L. Stutts
|
|
5/8/19
|
Michael L. Stutts
|
|
Date
|
1.
|
Your failure to perform the material duties required of you in a manner satisfactory to the Employer, in its reasonable discretion after the Employer follows the following procedures: (a) the Employer gives you a written notice (''Notice of Deficiency") which shall specify the deficiencies in your performance of duties; (b) you shall have a period of thirty (30) days, commencing on receipt of the Notice of Deficiency, in which to cure the deficiencies contained in the Notice of Deficiency; and (c) in the event you do not cure the deficiencies to the satisfaction of the Employer, in its reasonable discretion, within such thirty (30) day period (or if during such thirty (30) day period the Employer determines that you are not making reasonable, good faith efforts to cure the deficiencies to the reasonable satisfaction of the Employer), the Employer shall have the right to immediately terminate your employment for Cause. The provisions of this paragraph (1) may be invoked by the Employer any number of times and cure of deficiencies contained in any Notice of Deficiency shall not be construed as a waiver of this paragraph (1) nor prevent the Employer from issuing any subsequent Notices of Deficiency; or
|
2.
|
Any willful dishonesty by you in your dealings with the Company, the Employer or their affiliates; your commission of fraud, negligence in the performance of your duties; insubordination; willful misconduct; or your conviction (or plea of guilty or nolo contendere), indictment or charge with respect to, any felony, or any other crime involving dishonesty or moral turpitude; or
|
3.
|
Any material violation of the restrictive covenants of this agreement or
|
4.
|
Any material violation of any current or future material published policy of the Employer or its Affiliates (material published policies include, but are not limited to, the Employer's discrimination and harassment policy, management dating policy, responsible alcohol policy, insider trading policy, ethics policy and security policy); or
|
5.
|
For all purposes of this Agreement, termination for Cause shall be deemed to have occurred in the event of the Employee's resignation when, because of existing facts and circumstances, subsequent termination for Cause can be reasonably foreseen.
|
|
|
EXHIBIT 10.4
|
•
|
Medical Benefits Plan
|
•
|
Salaried Short-Term Disability Insurance
|
•
|
Salaried Long-Term Disability Insurance
|
•
|
Company Paid Group Term Life Insurance
|
•
|
Company Paid Accidental Death and Dismemberment Insurance
|
•
|
Dental Benefits Plan
|
•
|
Vision Benefits Plan
|
•
|
Non-Qualified Deferred Compensation Plan
|
•
|
Comp Meal Benefit Program
|
/s/ Kelly M. Lefferts
|
|
6/26/19
|
Kelly M. Lefferts
|
|
Date
|
1.
|
Your failure to perform the material duties required of you in a manner satisfactory to the Employer, in its reasonable discretion after the Employer follows the following procedures: (a) the Employer gives you a written notice (''Notice of Deficiency") which shall specify the deficiencies in your performance of duties; (b) you shall have a period of thirty (30) days, commencing on receipt of the Notice of Deficiency, in which to cure the deficiencies contained in the Notice of Deficiency; and (c) in the event you do not cure the deficiencies to the satisfaction of the Employer, in its reasonable discretion, within such thirty (30) day period (or if during such thirty (30) day period the Employer determines that you are not making reasonable, good faith efforts to cure the deficiencies to the reasonable satisfaction of the Employer), the Employer shall have the right to immediately terminate your employment for Cause. The provisions of this paragraph (1) may be invoked by the Employer any number of times and cure of deficiencies contained in any Notice of Deficiency shall not be construed as a waiver of this paragraph (1) nor prevent the Employer from issuing any subsequent Notices of Deficiency; or
|
2.
|
Any willful dishonesty by you in your dealings with the Company, the Employer or their affiliates; your commission of fraud, negligence in the performance of your duties; insubordination; willful misconduct; or your conviction (or plea of guilty or nolo contendere), indictment or charge with respect to, any felony, or any other crime involving dishonesty or moral turpitude; or
|
3.
|
Any material violation of the restrictive covenants of this agreement or
|
4.
|
Any material violation of any current or future material published policy of the Employer or its Affiliates (material published policies include, but are not limited to, the Employer's discrimination and harassment policy, management dating policy, responsible alcohol policy, insider trading policy, ethics policy and security policy); or
|
5.
|
For all purposes of this Agreement, termination for Cause shall be deemed to have occurred in the event of the Employee's resignation when, because of existing facts and circumstances, subsequent termination for Cause can be reasonably foreseen.
|
|
|
EXHIBIT 10.5
|
1.
|
Employer will provide Employee with good and valuable consideration as specified below in return for Employee’s execution of this Separation Agreement.
|
2.
|
Employee promises and obligates himself to perform the following covenants under this Separation Agreement:
|
a.)
|
Employee agrees his employment with Employer is severed effective July 15, 2019 (“Separation Date”) and that certain Officer Employment Agreement by and between the Employee and the Employer dated effective June 14, 2007, as amended (“Employment Agreement”), is terminated as of the Separation Date.
|
b.)
|
Employee was awarded 9,272 Bloomin’ Brands, Inc. (formerly Kangaroo Holdings, Inc.) (“BBI”) performance share units (the “2017 Performance Share Units”) pursuant to that certain Agreement with a grant date of February 24, 2017 (the “2017 Agreement”). Employee agrees none of the 2017 Performance Share Units are vested and all are hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date. The 2017 Agreement is hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date.
|
c.)
|
Employee was awarded 6,573 BBI performance share units (the “2018 Performance Share Units”) pursuant to that certain Agreement with a grant date of February 23, 2018 (the “2018 Agreement”). Employee agrees none of the 2018 Performance Share Units are vested and all are hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date. The 2018 Agreement is hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date.
|
d.)
|
Employee was awarded 8,942 BBI performance share units (the “2019 Performance Share Units”) pursuant to that certain Agreement with a grant date of February 19, 2019 (the “2019 Agreement”). Employee agrees none of the 2019 Performance Share Units are vested and all are hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date. The 2019 Agreement is hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date.
|
e.)
|
Employee was granted the option to purchase 24,331 shares of the common stock of BBI (the “2014 Options”) pursuant to that certain Option Agreement with a grant date of February 27, 2014 (the “2014 Option Agreement”). Employee agrees all 24,331 shares of the 2014 Options are vested and unexercised, and shall
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Page 1 of 10
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Employee Initials: /s/ JK
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f.)
|
Employee was granted the option to purchase 24,510 shares of the common stock of BBI (the “2015 Options”) pursuant to that certain Option Agreement with a grant date of February 26, 2015 (the “2015 Option Agreement”). Employee agrees all 24,510 shares of the 2015 Options are vested and unexercised, and shall remain vested and exercisable for 365 calendar days following the Separation Date. Employee agrees the 2015 Option Agreement is hereby cancelled, terminated and deemed null and void ab initio effective as of 12:01 a.m. (Tampa time) on the one-year anniversary of the Separation Date.
|
g.)
|
Employee was granted the option to purchase 35,165 shares of the common stock of BBI (the “2016 Options”) pursuant to that certain Option Agreement with a grant date of February 25, 2016 (the “2016 Option Agreement”). Employee agrees that 17,582 shares of the 2016 Options were previously vested and exercised. Employee agrees that 8,791 shares of the 2016 Options are vested and which are unexercised shall remain vested and exercisable for 365 calendar days following the Separation Date. Employee agrees the remaining 8,792 shares of the 2016 Options are unvested and hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date. Employee agrees the 2016 Option Agreement is hereby cancelled, terminated and deemed null and void ab initio effective as of 12:01 a.m. (Tampa time) on the one-year anniversary of the Separation Date. For clarification, the 2016 Option Agreement will continue only with respect to the 8,791 vested and unexercised shares of the 2016 Options and only until the one-year anniversary of the Separation Date.
|
h.)
|
Employee was granted the option to purchase 30,000 shares of the common stock of BBI (the “2017 Options”) pursuant to that certain Option Agreement with a grant date of February 24, 2017 (the “2017 Option Agreement”). Employee agrees 7,500 shares of the 2017 Options were previously vested and exercised. Employee agrees that 7,500 shares of the 2017 Options are vested and which are unexercised shall remain vested and exercisable for 365 calendar days following the Separation Date. Employee agrees the remaining 15,000 shares of the 2017 Options are unvested and hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date. Employee agrees the 2017 Option Agreement is hereby cancelled, terminated and deemed null and void ab initio effective as of 12:01 a.m. (Tampa time) on the one-year anniversary of the Separation Date. For clarification, the 2017 Option Agreement will continue only with respect to the 7,500 vested and unexercised shares of the 2017 Options and only until the one-year anniversary of the Separation Date.
|
i.)
|
Employee was granted the option to purchase 20,840 shares of the common stock of BBI (the “2018 Options”) pursuant to that certain Option Agreement with a grant date of February 23, 2018 (the “2018 Option Agreement”). Employee
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Page 2 of 10
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Employee Initials: /s/ JK
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|
|
j.)
|
Employee was granted the option to purchase 30,982 shares of the common stock of BBI (the “2019 Options”) pursuant to that certain Option Agreement with a grant date of February 19, 2019 (the “2019 Option Agreement”). Employee agrees none of the 2019 Options are vested and all are hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date. The 2019 Option Agreement is hereby cancelled, terminated and deemed null and void ab initio as of the Separation Date.
|
k.)
|
Employee was awarded 15,085 BBI restricted stock units (the “2016 Restricted Stock”) pursuant to that certain Restricted Stock Agreement with a grant date of February 25, 2016 (the “2016 Restricted Stock Agreement”). Employee agrees 11,313 shares of the 2016 Restricted Stock units were previously vested and distributed. Employee agrees 3,772 of the 2016 Restricted Stock units are unvested and hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date. The 2016 Restricted Stock Agreement is hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date.
|
l.)
|
Employee was awarded 12,594 BBI restricted stock units (the “2017 Restricted Stock”) pursuant to that certain Restricted Stock Agreement with a grant date of February 24, 2017 (the “2017 Restricted Stock Agreement”). Employee agrees 6,297 of the 2017 Restricted Stock units were previously vested and distributed. Employee agrees 1,216 of the 2017 Restricted Stock units will vest on the Separation Date and be distributed. Employee agrees the remaining 5,081 of the 2017 Restricted Stock units are and will remain unvested and are hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date. The 2017 Restricted Stock Agreement is hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date.
|
m.)
|
Employee was awarded 8,889 BBI restricted stock units (the “2018 Restricted Stock”) pursuant to that certain Restricted Stock Agreement with a grant date of February 23, 2018 (the “2018 Restricted Stock Agreement”). Employee agrees 2,224 of the 2018 Restricted Stock units were previously vested and distributed. Employee agrees 866 of the 2018 Restricted Stock units will vest on the Separation Date and be distributed. Employee agrees the remaining 5,809 of the 2018 Restricted Stock units are and will remain unvested and are hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date.
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Page 3 of 10
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Employee Initials: /s/ JK
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|
|
|
n.)
|
Employee was awarded 11,923 BBI restricted stock units (the “2019 Restricted Stock”) pursuant to that certain Restricted Stock Agreement with a grant date of February 19, 2019 (the “2019 Restricted Stock Agreement”). Employee agrees 1,590 of the 2019 Restricted Stock units will vest on the Separation Date and be distributed. Employee agrees the remaining 10,333 of the 2019 Restricted Stock units are and will remain unvested and are hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date. The 2019 Restricted Stock Agreement is hereby forfeited, cancelled, terminated and deemed null and void ab initio as of the Separation Date.
|
o.)
|
Employee waives and relinquishes any rights that Employee may have to claim reimbursement from Employer and its Releasees (as defined below) for attorney’s fees, litigation costs or expenses that Employee may have incurred in the course of obtaining legal advice on any matter related to Employer, except as otherwise expressly provided for in Section 3(e).
|
p.)
|
Employee waives and disclaims any right to any damages, compensation, or other personal relief that may be recovered at any time after the execution of this Separation Agreement as a result of any proceeding arising out of or related to the employment relationship that is brought under the jurisdiction or authority of the Equal Employment Opportunity Commission (“EEOC”), the Florida Commission on Human Relations, the U.S. Department of Labor, or any other local, state, or federal court or agency. If any such agency or court assumes jurisdiction of or files any complaint, charge, or proceeding against Employer or its Releasees, Employee shall request such agency or court to dismiss or withdraw from the matter. Notwithstanding any other term or provision of this Separation Agreement, nothing in this Separation Agreement is intended or shall be construed to prohibit Employee, with or without notice to the Employer or Employer’s Releasees, from filing a charge with, directly communicating with or participating in any investigation or proceeding conducted by any local, state or federal agency regarding any possible law violation. Employee acknowledges and agrees, however, that, except with respect to any award pursuant to Section 21F of the Securities Exchange Act of 1934, as amended, or any award administered by the U.S. Occupational Safety and Health Administration, Employee waives any right to monetary damages, attorneys’ fees, costs and equitable remedies related to or arising from any such charge, or ensuing complaint or lawsuit, filed by Employee or on Employee’s behalf.
|
q.)
|
Employee agrees that he will not disparage Employer or its Releasees in any way to any person or entity. Notwithstanding this provision, in the unlikely event that Employee is subpoenaed as part of a government entity’s investigation of Employer, Employee may provide truthful information about his employment to the government entity without violating this Separation Agreement.
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Page 4 of 10
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Employee Initials: /s/ JK
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|
|
r.)
|
For a two-year period commencing on the date Employee executes this Separation Agreement, except as is the result of a broad solicitation that is not targeting employees of Employer or any of its affiliates or their franchisees, Employee shall not offer employment to, or hire, any employee of Employer or any of its affiliates or their franchisees, or otherwise directly or indirectly solicit or induce any employee of Employer or any of its affiliates or their franchisees to terminate his or her employment with the Employer or any of its affiliates or their franchisees; nor shall Employee act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor, owner or part owner, or in any other capacity, of or for any person or entity that solicits or otherwise induces any employee of Employer or any of its affiliates or their franchisees to terminate his or her employment with Employer or any of its affiliates or their franchisees. This prohibition on solicitation shall include but not be limited to any employee of Employer or its affiliates assigned to Employer’s Restaurant Support Center in Tampa, Florida, except for non-management personnel recruited through general solicitations in print or other media.
|
s.)
|
Employee agrees to submit all requests for reimbursement no later than two weeks after the Separation Date. Employer reserves the right to deny requests for reimbursement made more than two weeks after the Separation Date. Reimbursement eligibility will be determined consistent with Employer’s usual policies and procedures.
|
t.)
|
Employee agrees this Separation Agreement shall serve as Employee’s resignation from any and all director, officer or other positions Employee has held at any time for or on behalf of the Employer and/or Employer’s affiliates.
|
u.)
|
Employee shall comply with all other terms of this Separation Agreement as provided for herein.
|
3.
|
As consideration for the promises made by Employee in this Separation Agreement, Employer promises and obligates itself to perform the following covenants under this Separation Agreement:
|
a.)
|
Employer shall pay Employee a lump sum severance payment in the gross amount of $955,000 (the “Cash Payment”) less legal deductions and withholdings, subject to Section 12 below.
|
b.)
|
Employer shall pay Employee a lump sum of $18,291.24, after taxes, which reflects an amount equivalent to the premium payments for Employee to elect 18 months of continuing coverage of his benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), which amount shall be payable irrespective of whether Employee elects such coverage.
|
c.)
|
Employer shall send the payments described in Sections 3(a) and 3(b) above to Employee’s home address within 10 days after the expiration of the Revocation Period referenced in Section 5 below.
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Page 5 of 10
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Employee Initials: /s/ JK
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|
|
|
d.)
|
Employer agrees that Employer will not disparage Employee in any way to any person or entity. Notwithstanding this provision, in the unlikely event that Employer is subpoenaed as part of a government entity’s investigation, Employer may provide truthful information to the government entity without violating this Separation Agreement.
|
e.)
|
Subject to applicable law, Employer or its affiliate shall indemnify Employee to the maximum extent permitted by BBI’s Bylaws and Certificate of Incorporation, including, if applicable, under any directors and officers insurance policies, for any acts or decisions of Employee made in good faith while performing services in Employee’s capacity as an officer of the Employer.
|
f.)
|
Employer shall comply with all other terms of this Separation Agreement as provided for herein.
|
4.
|
Employee shall have a period of 21 calendar days (the “Consideration Period”) from the date he is presented with this Separation Agreement to consider the Separation Agreement’s terms and consequences before executing the Separation Agreement. Employee is not required to let the full Consideration Period elapse before executing the Separation Agreement; rather, the Separation Agreement may be executed on any date within the Consideration Period, and any changes to this Separation Agreement, whether material or immaterial, will not re-start the Consideration Period.
|
5.
|
Employee and Employer agree that Employee may revoke the Separation Agreement for any reason at any time during the seven calendar days immediately following Employee’s execution of the Separation Agreement (the “Revocation Period”). To revoke this Separation Agreement, Employee must cause written notice of his intent to revoke this Separation Agreement to be delivered to Pablo Brizi at Employer’s Restaurant Support Center, 2202 N. Westshore Boulevard, 5th Floor, Tampa, FL 33607 within the Revocation Period. This Separation Agreement shall not become effective or enforceable until the Revocation Period has expired without such notice having been delivered to Employer in the specified manner.
|
6.
|
Acting for himself, his heirs, personal representatives, administrators and anyone claiming by or through him or them, except as provided in Section 3(e) above and with respect to the Policy and Policy Agreement (each as defined in Section 15), Employee unconditionally and irrevocably releases, acquits and forever discharges Employer and its Releasees (as defined below) from any and all Claims (as defined below) that Employee (or any person or entity claiming through Employee) may have against Employer or its Releasees as of the date of this Separation Agreement.
|
7.
|
Acting for itself, and anyone claiming by or through it or them, Employer unconditionally and irrevocably releases, acquits and forever discharges Employee and his heirs, personal representatives and administrators, from any and all Claims (as defined below) that Employer (or any person or entity claiming through Employer) may have against Employee as of the date of this Separation Agreement.
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Page 6 of 10
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Employee Initials: /s/ JK
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|
|
|
8.
|
Definitions.
|
a.)
|
The phrases “Employer” or “Employer and its Releasees” shall mean OSI Restaurant Partners, LLC and all of its parents (including, but not limited to, Bloomin’ Brands, Inc.), affiliates (including, but not limited to, OS Management, Inc., Outback Steakhouse of Florida, LLC, OS Restaurant Services, LLC, Bonefish Grill, LLC, Carrabba’s Italian Grill, LLC, OS Prime, LLC, and OS Pacific, LLC), and all of the past and present directors, officers, partners, shareholders, supervisors, employees, representatives, successors, assigns, subsidiaries, parents, and insurers of OSI Restaurant Partners, LLC and its parents and affiliates.
|
b.)
|
The term “Claims” shall include lawsuits, causes of action, liabilities, losses, damages, debts, demands, controversies, agreements, duties, obligations, promises and rights of every kind. The term “Claims” shall include Claims arising from any source, including but not limited to contracts, statutes, regulations, ordinances, codes, or the common law, including claims arising under the Civil Rights Act of 1964 (42 U.S.C. § 2000e et seq., as amended), the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq., as amended), the Family Medical Leave Act of 1993 (29 U.S.C. § 2601, et seq., as amended), the Fair Labor Standards Act of 1938 (29 U.S.C. 201 et seq., as amended), the Lilly Ledbetter Fair Pay Act of 2009 (Pub.L. 111-2, S. 181), the Employee Retirement Income Security Act of 1974 (ERISA) (29 U.S.C. § 1001 et seq., as amended), 42 U.S.C. § 1981, the Age Discrimination in Employment Act of 1967 (as amended), the continuation coverage provisions of the Omnibus Budget Reconciliation Act of 1986 (29 U.S.C. § 623 et seq., as amended), the Florida Civil Rights Act of 1992 (§ 760.01 et seq., Florida Statutes, as amended), and all other federal, state, and local laws dealing with discrimination, retaliation, wages, leave, benefits, or workplace policies, as well as claims for unpaid wages, unpaid commissions, breach of contract, wrongful termination, retaliation, intentional infliction of emotional distress, negligent hiring, invasion of privacy, defamation, slander, assault, battery, or any other tort arising out of or connected in any way to the employment relationship. The term “Claims” shall include injuries or damage of any nature, regardless of whether such injuries or damage arise from accident, illness, occupational disease, negligence, intentional act, or some other origin. The term “Claims” specifically includes third-party claims for indemnity or contribution against Employer or its Releasees. The term “Claims” shall be construed to include any and all Claims meeting the definitions in this subparagraph without regard to whether those Claims are asserted or unasserted, known or unknown, ripe or unripe, direct or indirect, conditional or unconditional.
|
9.
|
Employee acknowledges that no other wages, overtime, compensation, benefits, or other amounts are due and owing.
|
10.
|
Employee represents that he has not sold, transferred, or assigned to a third party any claims that he may have against Employer and its Releasees. Employee represents that any claims that he may have against Employer and its Releasees are unencumbered and otherwise
|
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Page 7 of 10
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Employee Initials: /s/ JK
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|
|
|
11.
|
For a one-year period commencing on the date Employee executes this Separation Agreement, Employee shall not:
|
a.)
|
individually or jointly with others, directly or indirectly, whether for Employee’s own account or for that of any other person or entity, engage in or own or hold any ownership interest in:
|
i)
|
any franchisee of the Employer or its affiliates, or
|
ii)
|
any person or any entity engaged in any Competing Restaurant (as defined below) business; or
|
b.)
|
act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, any such person or entity.
|
a.)
|
any of the following is used in its name:
|
i)
|
the word “steak” or any item of steak or any word that connotes steak;
|
ii)
|
the word “fish” or “seafood” or any word that connotes seafood;
|
iii)
|
the word “Italian” or any Italian word or any derivations thereof;
|
b.)
|
Steak, seafood or Italian food is regularly featured in its advertising or marketing efforts; or
|
c.)
|
the sale of steak, seafood or Italian food constitutes twenty-five percent (25%) or more of its entrée or main item sales computed on a dollar basis.
|
12.
|
If Employee violates the non-solicitation clause in Section 2(r) or the non-competition clause in Section 11, Employee shall re-pay to Employer, within 30 calendar days from the date of Employer’s demand, the Cash Payment in Section 3(a) above.
|
13.
|
Employee has returned all property of Employer and its affiliates in Employee’s possession, including but not limited to, training materials, laptop computers, customer correspondence, sales information, company discount card and gift cards. All such materials are the exclusive property of the Employer.
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Page 8 of 10
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Employee Initials: /s/ JK
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|
|
14.
|
Employee shall not, individually or jointly with others, for the benefit of the Employee or any third party, publish, disclose, use or authorize anyone else to publish, disclose or use any secret or confidential material or information relating to any aspect of the business or operations of the Employer or any of its affiliates, including, without limitation, any secret or confidential information relating to the business, customers, trade or industrial practices, trade secrets, technology, recipes, product specifications, restaurant operating techniques and procedures, marketing techniques and procedures, financial data, processes, vendors, franchisees and other information or know-how of the Employer or any of its affiliates, except (i) to the extent required by law, regulation or valid subpoena, or (ii) to the extent that such information or material becomes publicly known or available through no fault of the Employee.
|
15.
|
Employer and Employee agree that the life insurance policy (number 90848002), insuring the life of the Employee, which was issued by John Hancock Variable Life Insurance Company (the “Policy”) and the related Split-Dollar Agreement dated March 30, 2006 governing the respective rights and obligations of the parties in and to the Policy (“Policy Agreement”) shall remain in full force and effect subsequent to the Separation Date until such time as the Employer and Employee mutually agree.
|
16.
|
Except with respect to the Policy and the Policy Agreement referenced in Section 15, any and all prior understandings or agreements between Employee and Employer with respect to the subject matter of this Separation Agreement, including any provisions of the Employment Agreement that purport to survive termination of the Employment Agreement, are merged into this Separation Agreement, which fully and completely expresses the entire agreement and understanding of the parties with respect to the subject matter hereof. Notwithstanding this provision, this Separation Agreement shall not in any way diminish any obligation, duty or undertaking owed by the Employee to Employer because of any other contract or agreement or law. The rights and releases given to Employer in this Separation Agreement will be in addition to, and not in place of, any and all other rights held by Employer by virtue of any other contract, agreement or undertaking, and to that extent, the obligations of the Employee survive the execution of this Separation Agreement.
|
17.
|
In addition to any rights and remedies Employer provided by law, Employer has the right to set-off any amounts for any damages to Employer and/or its affiliates caused by Employee’s noncompliance with this Separation Agreement, including as related to the non-solicitation provision. Employer has the right to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against a breach or threatened breach by Employee of any of the provisions of this Separation Agreement.
|
18.
|
This Separation Agreement cannot be orally amended, modified, or changed. No change, amendment, or modification to the terms of this Separation Agreement shall be valid unless such change, amendment, or modification is memorialized in a written agreement between the parties that expressly references this Separation Agreement and identifies the provisions herein that are to be changed, amended, or modified. Such change, amendment, or modification must be signed by Employee and by duly authorized officers or representatives of Employer.
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Page 9 of 10
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Employee Initials: /s/ JK
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|
|
19.
|
This Separation Agreement is made and entered into in the state of Florida, and shall in all respects be interpreted, enforced and governed under the laws of Florida. In the event of a breach of this Separation Agreement by either party, the other party shall be entitled to seek enforcement of this Separation Agreement exclusively before a state or federal court of competent jurisdiction located in Hillsborough County, Florida, and the state and federal courts located in Hillsborough County, Florida shall be deemed to have exclusive jurisdiction and venue over any litigation related to or arising from this Separation Agreement. This Separation Agreement shall not be construed to waive any right of removal that may apply to any action filed in state court by either party to this Separation Agreement.
|
20.
|
At the conclusion of any litigation or dispute arising out of or related to this Separation Agreement, the prevailing party may recover, in addition to damages, the costs and fees (including attorney's fees, paralegal fees, and expert fees) reasonably incurred in connection with the litigation or dispute.
|
21.
|
The language of all parts of this Separation Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. As used in this Separation Agreement, the singular or plural shall be deemed to include the other whenever the context so indicates or requires.
|
22.
|
Should any provision of this Separation Agreement be declared or be determined by any court to be illegal or invalid, the remaining parts, terms or provisions shall remain valid unless declared otherwise by the court. Any part, term or provision which is determined to be illegal or invalid shall be deemed not to be a part of this Separation Agreement.
|
23.
|
The parties agree that a true copy of this Separation Agreement may be used in any legal proceeding in place of the original and that any such true copy shall have the same effect as the original.
|
|
Executed at
|
Tampa, FL
|
this
|
31st
|
day of
|
July
|
, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Diana Orejuela
|
|
/s/ Joseph Kadow
|
|
|
Witness
|
|
Joseph J. Kadow, Employee
|
|
|
|
|
|
|
|
Executed at Tampa, Florida this
|
31st
|
day of
|
July
|
, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
EMPLOYER
|
|
|
|
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|
|
|
/s/ Diana Orejuela
|
By:
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/s/ Kelly Lefferts
|
|
|
Witness
|
|
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Page 10 of 10
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Employee Initials: /s/ JK
|
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 2, 2019
|
/s/ David J. Deno
|
|
|
David J. Deno
|
|
|
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.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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August 2, 2019
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/s/ Christopher Meyer
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Christopher Meyer
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Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report.
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Date:
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August 2, 2019
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/s/ David J. Deno
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David J. Deno
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Chief Executive Officer
(Principal Executive Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report.
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Date:
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August 2, 2019
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/s/ Christopher Meyer
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Christopher Meyer
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Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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