|
(Mark One)
|
|
|
|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
|
For the fiscal year ended
|
December 29, 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)
|
|
|
|
(I.R.S. 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.
|
PART I
|
|
PART II
|
|
PART III
|
|
PART IV
|
|
(i)
|
The outcome of our review of strategic alternatives, including the impact on our ongoing business, our stock price and our ability to successfully implement any alternatives that we pursue;
|
(ii)
|
Consumer reactions to public health and food safety issues;
|
(iii)
|
Our ability to compete in the highly competitive restaurant industry with many well-established competitors and new market entrants;
|
(iv)
|
Minimum wage increases and additional mandated employee benefits;
|
(v)
|
Economic conditions and their effects on consumer confidence and discretionary spending, consumer traffic, the cost and availability of credit and interest rates;
|
(vi)
|
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;
|
(vii)
|
Fluctuations in the price and availability of commodities;
|
(viii)
|
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;
|
(ix)
|
Our ability to effectively respond to changes in patterns of consumer traffic, consumer tastes and dietary habits;
|
(x)
|
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
|
(xi)
|
The effects of international economic, political and social conditions and legal systems on our foreign operations and on foreign currency exchange rates;
|
(xii)
|
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;
|
(xiii)
|
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;
|
(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; and
|
(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.
|
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. See Item 2. Properties for disclosure of our restaurant count by country and territory.
|
|
U.S.
|
|
INTERNATIONAL
|
||||||||||||||||
|
Outback
Steakhouse
|
|
Carrabba’s
Italian Grill
|
|
Bonefish Grill
|
|
Fleming’s
Prime Steakhouse & Wine Bar |
|
Outback
Steakhouse
Brazil
|
||||||||||
Food & non-alcoholic beverage
|
91
|
%
|
|
86
|
%
|
|
78
|
%
|
|
74
|
%
|
|
85
|
%
|
|||||
Alcoholic beverage
|
9
|
%
|
|
14
|
%
|
|
22
|
%
|
|
26
|
%
|
|
15
|
%
|
|||||
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Average check per person ($USD)
|
$
|
23
|
|
|
$
|
22
|
|
|
$
|
27
|
|
|
$
|
83
|
|
|
$
|
15
|
|
Average check per person (R$)
|
|
|
|
|
|
|
|
|
R$
|
59
|
|
|
DECEMBER 30,
2018 |
|
2019 ACTIVITY
|
|
DECEMBER 29,
2019 |
|
U.S. STATE
|
|||||||||
|
|
OPENINGS
|
|
CLOSURES
|
|
OTHER
|
|
|
COUNT
|
|||||||
Number of restaurants:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Outback Steakhouse
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company-owned
|
579
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
579
|
|
|
|
Franchised
|
154
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
145
|
|
|
|
Total
|
733
|
|
|
3
|
|
|
(12
|
)
|
|
—
|
|
|
724
|
|
|
48
|
Carrabba’s Italian Grill
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company-owned (1)
|
224
|
|
|
—
|
|
|
(2
|
)
|
|
(18
|
)
|
|
204
|
|
|
|
Franchised (1)
|
3
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
21
|
|
|
|
Total
|
227
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
225
|
|
|
31
|
Bonefish Grill
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company-owned
|
190
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
190
|
|
|
|
Franchised
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
|
Total
|
197
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
197
|
|
|
31
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company-owned
|
70
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
68
|
|
|
28
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company-owned
|
5
|
|
|
2
|
|
|
(3
|
)
|
|
—
|
|
|
4
|
|
|
1
|
U.S. Total
|
1,232
|
|
|
6
|
|
|
(20
|
)
|
|
—
|
|
|
1,218
|
|
|
|
International
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company-owned
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Outback Steakhouse - Brazil (2)
|
92
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
|
Other
|
33
|
|
|
4
|
|
|
(8
|
)
|
|
—
|
|
|
29
|
|
|
|
Franchised
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Outback Steakhouse - South Korea
|
76
|
|
|
5
|
|
|
(9
|
)
|
|
—
|
|
|
72
|
|
|
|
Other
|
55
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
55
|
|
|
|
International Total
|
256
|
|
|
21
|
|
|
(22
|
)
|
|
—
|
|
|
255
|
|
|
|
System-wide total
|
1,488
|
|
|
27
|
|
|
(42
|
)
|
|
—
|
|
|
1,473
|
|
|
|
(1)
|
In 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 November 30, 2019 and 2018, respectively, to correspond with the balance sheet dates of this subsidiary.
|
(as a % of gross Restaurant sales)
|
MONTHLY ROYALTY FEE PERCENTAGE
|
U.S. franchisees (1)
|
3.50% - 5.75%
|
International franchisees (2)
|
2.75% - 6.00%
|
(1)
|
U.S. franchisees must also contribute a percentage of gross sales for national marketing programs and spend a certain percentage of gross sales on local advertising. For most U.S. franchisees, there is a maximum of 8.0% of gross restaurant sales for combined national marketing and local advertising.
|
(2)
|
International franchisees must also spend a certain percentage of gross sales on local advertising, which varies depending on the market.
|
•
|
immigration, employment, minimum wages, overtime, tip credits, worker conditions and health care;
|
•
|
menu labeling and food safety;
|
•
|
the Americans with Disabilities Act, which, among other things, requires our restaurants to meet federally mandated requirements for the disabled; and
|
•
|
information security, privacy, cashless payments and gift cards.
|
NAME
|
|
AGE
|
|
POSITION
|
David J. Deno
|
|
62
|
|
Chief Executive Officer
|
Christopher Meyer
|
|
48
|
|
Executive Vice President, Chief Financial Officer
|
Kelly Lefferts
|
|
53
|
|
Executive Vice President, Chief Legal Officer and Secretary
|
Gregg Scarlett
|
|
58
|
|
Executive Vice President, Chief Operating Officer, Casual Dining Restaurants
|
Michael Stutts
|
|
40
|
|
Executive Vice President, Chief Customer Officer
|
•
|
the availability of attractive sites for new or relocated restaurants;
|
•
|
acquiring or leasing those sites at acceptable prices and other terms;
|
•
|
funding or financing our development, given competing priorities for use of capital;
|
•
|
obtaining all required permits, approvals and licenses on a timely basis;
|
•
|
recruiting and training skilled management and restaurant employees and retaining those employees on acceptable terms;
|
•
|
weather, natural disasters and other events or factors beyond our control resulting in construction or other delays; and
|
•
|
consumer tastes in new geographic regions and acceptance of our restaurant concepts and awareness of our brands in those regions.
|
•
|
making it more difficult for us to make payments on indebtedness;
|
•
|
increasing our vulnerability to general economic, industry and competitive conditions and the various risks we face in our business;
|
•
|
increasing our cost of borrowing;
|
•
|
requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures, dividend payments, share repurchases and future business opportunities;
|
•
|
exposing us to the risk of increased interest rates because certain of our borrowings are at variable rates of interest;
|
•
|
restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
|
•
|
limiting our ability to obtain additional financing for working capital, capital expenditures, restaurant development, debt service requirements, acquisitions and general corporate or other purposes; and
|
•
|
limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who may not be as highly leveraged.
|
COMPANY-OWNED
|
|
FRANCHISE
|
||||||||
United States
|
1,045
|
|
|
United States
|
173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
International:
|
|
|
International:
|
|
|
|
|
|||
Brazil (1)
|
111
|
|
|
Argentina
|
1
|
|
|
Malaysia
|
2
|
|
China (Mainland)
|
1
|
|
|
Australia
|
8
|
|
|
Mexico
|
5
|
|
Hong Kong
|
16
|
|
|
Bahamas
|
1
|
|
|
Philippines
|
4
|
|
Total international Company-owned
|
128
|
|
|
Brazil
|
1
|
|
|
Puerto Rico
|
1
|
|
|
|
|
Canada
|
2
|
|
|
Qatar
|
2
|
|
|
|
|
|
Costa Rica
|
1
|
|
|
Saudi Arabia
|
7
|
|
|
|
|
|
Dominican Republic
|
1
|
|
|
Singapore
|
1
|
|
|
|
|
|
Ecuador
|
1
|
|
|
South Korea
|
72
|
|
|
|
|
|
Guam
|
1
|
|
|
Thailand
|
1
|
|
|
|
|
|
Indonesia
|
4
|
|
|
Turks and Caicos
|
1
|
|
|
|
|
|
Japan
|
10
|
|
|
|
|
||
|
|
|
Total international franchise
|
127
|
|
|||||
Total Company-owned
|
1,173
|
|
|
Total franchise
|
300
|
|
(1)
|
The restaurant count for Brazil is reported as of November 30, 2019 to correspond with the balance sheet date of this subsidiary.
|
|
U.S.
|
|
INTERNATIONAL
|
|
TOTAL
|
|
PERCENTAGE OF TOTAL
|
||||
Company-owned sites
|
27
|
|
|
—
|
|
|
27
|
|
|
2
|
%
|
Leased sites:
|
|
|
|
|
|
|
|
|
|||
Land, ground and building leases
|
689
|
|
|
—
|
|
|
689
|
|
|
59
|
%
|
Space and in-line leases
|
329
|
|
|
128
|
|
|
457
|
|
|
39
|
%
|
Total Company-owned restaurant sites
|
1,045
|
|
|
128
|
|
|
1,173
|
|
|
100
|
%
|
(shares in thousands)
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
PLAN CATEGORY
|
|
NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
|
|
WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
|
|
NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) (1)
|
||||
Equity compensation plans approved by security holders
|
|
6,099
|
|
|
$
|
19.40
|
|
|
3,311
|
|
(1)
|
The shares remaining available for issuance may be issued in the form of stock options, restricted stock units or other stock awards under the 2016 Omnibus Incentive Compensation Plan.
|
|
DECEMBER 26,
2014 |
|
DECEMBER 27,
2015 |
|
DECEMBER 25,
2016 |
|
DECEMBER 31,
2017 |
|
DECEMBER 30,
2018 |
|
DECEMBER 29,
2019 |
||||||||||||
Bloomin’ Brands, Inc. (BLMN)
|
$
|
100.00
|
|
|
$
|
72.83
|
|
|
$
|
79.03
|
|
|
$
|
93.96
|
|
|
$
|
78.78
|
|
|
$
|
98.98
|
|
Standard & Poor’s 500
|
100.00
|
|
|
100.76
|
|
|
113.12
|
|
|
136.32
|
|
|
129.22
|
|
|
171.82
|
|
||||||
Standard & Poor’s Consumer Discretionary
|
100.00
|
|
|
110.45
|
|
|
118.24
|
|
|
143.48
|
|
|
143.09
|
|
|
186.12
|
|
|
FISCAL YEAR
|
||||||||||||||||||
(in thousands, except share and per share data)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Restaurant sales
|
$
|
4,075,014
|
|
|
$
|
4,060,871
|
|
|
$
|
4,164,063
|
|
|
$
|
4,221,920
|
|
|
$
|
4,349,921
|
|
Franchise and other revenues
|
64,375
|
|
|
65,542
|
|
|
59,073
|
|
|
38,753
|
|
|
27,755
|
|
|||||
Total revenues (1)
|
$
|
4,139,389
|
|
|
$
|
4,126,413
|
|
|
$
|
4,223,136
|
|
|
$
|
4,260,673
|
|
|
$
|
4,377,676
|
|
Income from operations (2)
|
$
|
191,090
|
|
|
$
|
145,253
|
|
|
$
|
138,686
|
|
|
$
|
123,750
|
|
|
$
|
230,925
|
|
Net income including noncontrolling interests (2) (3)
|
$
|
134,117
|
|
|
$
|
109,538
|
|
|
$
|
103,608
|
|
|
$
|
43,987
|
|
|
$
|
131,560
|
|
Net income attributable to Bloomin’ Brands (2) (3)
|
$
|
130,573
|
|
|
$
|
107,098
|
|
|
$
|
101,293
|
|
|
$
|
39,388
|
|
|
$
|
127,327
|
|
Basic earnings per share
|
$
|
1.47
|
|
|
$
|
1.16
|
|
|
$
|
1.05
|
|
|
$
|
0.35
|
|
|
$
|
1.04
|
|
Diluted earnings per share (4)
|
$
|
1.45
|
|
|
$
|
1.14
|
|
|
$
|
1.02
|
|
|
$
|
0.34
|
|
|
$
|
1.01
|
|
Cash dividends declared per common share
|
$
|
0.40
|
|
|
$
|
0.36
|
|
|
$
|
0.32
|
|
|
$
|
0.28
|
|
|
$
|
0.24
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets (5)
|
$
|
3,592,683
|
|
|
$
|
2,464,774
|
|
|
$
|
2,561,894
|
|
|
$
|
2,622,810
|
|
|
$
|
3,032,569
|
|
Total operating lease liabilities (5)
|
$
|
1,450,917
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total debt, net
|
$
|
1,048,704
|
|
|
$
|
1,094,775
|
|
|
$
|
1,118,104
|
|
|
$
|
1,089,485
|
|
|
$
|
1,316,864
|
|
Total stockholders’ equity (6)
|
$
|
177,481
|
|
|
$
|
54,817
|
|
|
$
|
81,231
|
|
|
$
|
226,063
|
|
|
$
|
454,970
|
|
Common stock outstanding (6)
|
86,946
|
|
|
91,272
|
|
|
91,913
|
|
|
103,922
|
|
|
119,215
|
|
|||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
(161,926
|
)
|
|
$
|
(208,224
|
)
|
|
$
|
(260,589
|
)
|
|
$
|
(260,578
|
)
|
|
$
|
(210,263
|
)
|
Proceeds from sale-leaseback transactions, net
|
$
|
7,085
|
|
|
$
|
16,160
|
|
|
$
|
98,840
|
|
|
$
|
530,684
|
|
|
$
|
—
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchase of common stock (6)
|
$
|
(106,992
|
)
|
|
$
|
(113,967
|
)
|
|
$
|
(272,916
|
)
|
|
$
|
(310,334
|
)
|
|
$
|
(170,769
|
)
|
(1)
|
There were 53 operating weeks in 2017, versus 52 operating weeks for all other periods presented. This additional week resulted in an increase in Total revenues of $80.4 million during 2017. Due to the change in our fiscal year end in 2014, Total revenues for 2015 includes $24.3 million of higher Restaurant sales.
|
(2)
|
2019 includes: (i) $10.6 million of asset impairments and closing costs primarily related to the restructuring of certain international markets, including Puerto Rico and China, certain approved closure and restructuring initiatives and the relocation of certain restaurants, (ii) $5.5 million of severance expense from the restructuring of certain functions, (iii) $3.8 million of gains related to the sale of certain surplus properties and (iv) $6.0 million of gains from the recognition of certain value-added tax credits in Brazil. 2018 includes: (i) $29.5 million of asset impairments and closing costs primarily related to the restructuring of certain international markets, including Puerto Rico and China, certain approved closure and restructuring initiatives, reclassification of assets to held for sale in connection with refranchising certain restaurants and the restructuring of our Express concept, (ii) $8.6 million of asset impairments and restaurant closing costs related to the relocation of certain restaurants and (iii) $3.5 million of severance expense from the restructuring of certain functions. 2017 includes: (i) $42.8 million of asset impairments and closing costs primarily related to certain closure and restructuring initiatives, the remeasurement of certain surplus properties and for our China subsidiary, (ii) $12.5 million of asset impairments and restaurant closing costs related to the relocation of certain restaurants and (iii) $11.0 million of severance expense incurred as a result of a restructuring event. 2016 includes: (i) $51.4 million of asset impairments and closing costs related to certain closure and restructuring initiatives, (ii) $43.1 million of asset impairments related to the refranchising of Outback Steakhouse South Korea and for our Puerto Rico subsidiary, (iii) $7.2 million of asset impairments and restaurant closing costs related to the relocation of certain restaurants and (iv) $5.5 million of severance expense as a result of a restructuring event and the relocation of our Fleming’s operations center to the corporate home office. 2015 includes $4.9 million of higher income from operations due to a change in our fiscal year end and $31.8 million of asset impairments and restaurant closing costs related to certain closure and restructuring initiatives.
|
(3)
|
Includes $27.0 million of loss on defeasance, extinguishment and modification of debt in 2016.
|
(4)
|
Fiscal year 2017 includes $0.11 of additional diluted earnings per share from a 53rd operating week.
|
(5)
|
On December 31, 2019, we recorded $1.3 billion of right-of-use assets and $1.5 billion of lease liabilities upon adoption of the new lease standard discussed in Note 2 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements.
|
(6)
|
In 2019, 2018, 2017, 2016 and 2015, we repurchased 5.5 million, 5.1 million, 13.8 million, 16.6 million and 7.6 million shares, respectively, of our outstanding common stock. During 2018, we issued 4.0 million shares of our common stock through the exercise of stock options.
|
•
|
An increase in Total revenues of 0.3% to $4.1 billion in 2019 as compared to 2018, driven primarily by higher comparable restaurant sales and the net impact of restaurant openings and closures. These increases were partially offset by the effect of foreign currency translation and domestic refranchising.
|
•
|
Income from operations increased to $191.1 million in 2019 as compared to $145.3 million in 2018, primarily due to higher comparable restaurant sales, the impact of certain cost savings initiatives and lower impairment charges and restaurant closing costs. These increases were partially offset by labor, commodity and operating expense inflation, delivery rollout costs and the impact of deferred gain amortization no longer recognized upon adoption of the new lease standard.
|
•
|
Enhance the 360-Degree Customer Experience to Drive Sustainable Healthy Sales Growth. We plan to continue to make investments to enhance our core guest experience, increase off-premises dining occasions, remodel and relocate restaurants, invest in digital marketing and data personalization and utilize the Dine Rewards loyalty program and multimedia marketing campaigns to drive sales.
|
•
|
Drive Long-Term Shareholder Value. We plan to drive long-term shareholder value by reinvesting operational cash flow into our business, improving our credit profile and returning excess cash to shareholders through dividends and share repurchases.
|
•
|
Enrich Engagement Among Stakeholders. We take the responsibility to our people, customers and communities seriously and continue to invest in programs that support the well-being of those engaged with us.
|
•
|
Maximize International Opportunity. We continue to focus on existing geographic regions in South America, with strategic expansion in Brazil, and pursue global franchise opportunities.
|
•
|
Aligned leadership, resources and structure to prioritize growth, efficiency and scale.
|
•
|
Simplified our corporate support functions to enable a more agile and operations-focused organization.
|
•
|
Rebalanced capital allocation policy, including doubling our dividend, while maintaining flexibility to pay down debt, repurchase shares and reinvest back in our business.
|
•
|
Average restaurant unit volumes—average sales (excluding gift card breakage) per restaurant to measure changes in consumer 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 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, Adjusted diluted earnings per share—non-GAAP financial measures utilized to evaluate our operating performance, which definitions, usefulness and reconciliations are described in more detail in the “Non-GAAP Financial Measures” section below; and
|
•
|
Consumer satisfaction scores—measurement of our consumers’ experiences in a variety of key areas.
|
|
DECEMBER 29,
2019 |
|
DECEMBER 30,
2018 |
||
Number of restaurants (at end of the period):
|
|
|
|
||
U.S.
|
|
|
|
||
Outback Steakhouse
|
|
|
|
||
Company-owned
|
579
|
|
|
579
|
|
Franchised
|
145
|
|
|
154
|
|
Total
|
724
|
|
|
733
|
|
Carrabba’s Italian Grill
|
|
|
|
||
Company-owned (1)
|
204
|
|
|
224
|
|
Franchised (1)
|
21
|
|
|
3
|
|
Total
|
225
|
|
|
227
|
|
Bonefish Grill
|
|
|
|
||
Company-owned
|
190
|
|
|
190
|
|
Franchised
|
7
|
|
|
7
|
|
Total
|
197
|
|
|
197
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
|
|
||
Company-owned
|
68
|
|
|
70
|
|
Other
|
|
|
|
||
Company-owned
|
4
|
|
|
5
|
|
U.S. Total
|
1,218
|
|
|
1,232
|
|
International
|
|
|
|
||
Company-owned
|
|
|
|
||
Outback Steakhouse - Brazil (2)
|
99
|
|
|
92
|
|
Other
|
29
|
|
|
33
|
|
Franchised
|
|
|
|
||
Outback Steakhouse - South Korea
|
72
|
|
|
76
|
|
Other
|
55
|
|
|
55
|
|
International Total
|
255
|
|
|
256
|
|
System-wide total
|
1,473
|
|
|
1,488
|
|
(1)
|
In 2019, we sold 18 Carrabba’s Italian Grill restaurants, which are now operated as franchises.
|
(2)
|
The restaurant counts for Brazil are reported as of November 30, 2019 and 2018, respectively, to correspond with the balance sheet dates of this subsidiary.
|
|
FISCAL YEAR
|
||||
|
2019
|
|
2018
|
||
Revenues
|
|
|
|
||
Restaurant sales
|
98.4
|
%
|
|
98.4
|
%
|
Franchise and other revenues
|
1.6
|
|
|
1.6
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
Costs and expenses
|
|
|
|
||
Cost of sales (1)
|
31.4
|
|
|
31.9
|
|
Labor and other related (1)
|
29.6
|
|
|
29.5
|
|
Other restaurant operating (1)
|
24.1
|
|
|
23.8
|
|
Depreciation and amortization
|
4.8
|
|
|
4.9
|
|
General and administrative
|
6.6
|
|
|
6.9
|
|
Provision for impaired assets and restaurant closings
|
0.2
|
|
|
0.9
|
|
Total costs and expenses
|
95.4
|
|
|
96.5
|
|
Income from operations
|
4.6
|
|
|
3.5
|
|
Other expense, net
|
(*)
|
|
|
(*)
|
|
Interest expense, net
|
(1.2
|
)
|
|
(1.1
|
)
|
Income before Provision (benefit) for income taxes
|
3.4
|
|
|
2.4
|
|
Provision (benefit) for income taxes
|
0.2
|
|
|
(0.3
|
)
|
Net income
|
3.2
|
|
|
2.7
|
|
Less: net income attributable to noncontrolling interests
|
*
|
|
|
0.1
|
|
Net income attributable to Bloomin’ Brands
|
3.2
|
%
|
|
2.6
|
%
|
(1)
|
As a percentage of Restaurant sales.
|
*
|
Less than 1/10th of one percent of Total revenues.
|
|
FISCAL YEAR
|
||
(dollars in millions)
|
2019
|
||
For fiscal year 2018
|
$
|
4,060.9
|
|
Change from:
|
|
||
Comparable restaurant sales (1)
|
62.5
|
|
|
Restaurant openings (1)
|
50.1
|
|
|
Effect of foreign currency translation
|
(35.9
|
)
|
|
Divestiture of restaurants through refranchising transactions
|
(32.0
|
)
|
|
Restaurant closings
|
(30.6
|
)
|
|
For fiscal year 2019
|
$
|
4,075.0
|
|
(1)
|
Summation of quarterly changes for restaurant openings and comparable restaurant sales will not total to annual amounts as the restaurants that meet the definition of a comparable restaurant will differ each period based on when the restaurant opened.
|
|
FISCAL YEAR
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Average restaurant unit volumes:
|
|
|
|
||||
U.S.
|
|
|
|
||||
Outback Steakhouse
|
$
|
3,663
|
|
|
$
|
3,580
|
|
Carrabba’s Italian Grill
|
$
|
2,934
|
|
|
$
|
2,887
|
|
Bonefish Grill
|
$
|
3,026
|
|
|
$
|
3,012
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
$
|
4,422
|
|
|
$
|
4,358
|
|
International
|
|
|
|
||||
Outback Steakhouse - Brazil (1)
|
$
|
3,684
|
|
|
$
|
3,856
|
|
|
|
|
|
||||
Operating weeks:
|
|
|
|
|
|
||
U.S.
|
|
|
|
||||
Outback Steakhouse
|
30,119
|
|
|
30,265
|
|
||
Carrabba’s Italian Grill
|
10,864
|
|
|
11,660
|
|
||
Bonefish Grill
|
9,865
|
|
|
9,981
|
|
||
Fleming’s Prime Steakhouse & Wine Bar
|
3,613
|
|
|
3,628
|
|
||
International
|
|
|
|
||||
Outback Steakhouse - Brazil
|
5,037
|
|
|
4,711
|
|
(1)
|
Translated at average exchange rates of 3.93 and 3.59 for 2019 and 2018, respectively.
|
(1)
|
For 2018, U.S. comparable restaurant sales and traffic compare the 52 weeks from January 1, 2018 through December 30, 2018 to the 52 weeks from January 2, 2017 through December 31, 2017.
|
(2)
|
Relocated restaurants closed more than 60 days are excluded from comparable restaurant sales until at least 18 months after reopening.
|
(3)
|
Excludes the effect of fluctuations in foreign currency rates. Includes trading day impact from calendar period reporting.
|
(4)
|
Average check per person increases (decreases) include the impact of menu pricing changes, product mix and discounts.
|
|
FISCAL YEAR
|
||||||
(dollars in millions)
|
2019
|
|
2018
|
||||
Franchise revenues (1)
|
$
|
52.2
|
|
|
$
|
52.9
|
|
Other revenues
|
12.2
|
|
|
12.6
|
|
||
Franchise and other revenues
|
$
|
64.4
|
|
|
$
|
65.5
|
|
(1)
|
Represents franchise royalties, advertising fees and initial franchise fees.
|
|
FISCAL YEAR
|
|
|
|||||||
(dollars in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
Cost of sales
|
$
|
1,277.8
|
|
|
$
|
1,295.6
|
|
|
|
|
% of Restaurant sales
|
31.4
|
%
|
|
31.9
|
%
|
|
(0.5
|
)%
|
|
FISCAL YEAR
|
|
|
|||||||
(dollars in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
Labor and other related
|
$
|
1,207.3
|
|
|
$
|
1,197.3
|
|
|
|
|
% of Restaurant sales
|
29.6
|
%
|
|
29.5
|
%
|
|
0.1
|
%
|
|
FISCAL YEAR
|
|
|
|||||||
(dollars in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
Other restaurant operating
|
$
|
982.1
|
|
|
$
|
967.1
|
|
|
|
|
% of Restaurant sales
|
24.1
|
%
|
|
23.8
|
%
|
|
0.3
|
%
|
|
FISCAL YEAR
|
|
|
||||||||
(dollars in millions)
|
2019
|
|
2018
|
|
Change
|
||||||
Depreciation and amortization
|
$
|
196.8
|
|
|
$
|
201.6
|
|
|
$
|
(4.8
|
)
|
|
FISCAL YEAR
|
||
(dollars in millions)
|
2019
|
||
For fiscal year 2018
|
$
|
282.7
|
|
Change from:
|
|
||
Incentive compensation
|
(4.2
|
)
|
|
Foreign currency exchange
|
(2.5
|
)
|
|
Legal and professional fees
|
(2.9
|
)
|
|
Severance
|
1.8
|
|
|
Other
|
0.3
|
|
|
For fiscal year 2019
|
$
|
275.2
|
|
|
FISCAL YEAR
|
|
|
||||||||
(dollars in millions)
|
2019
|
|
2018
|
|
Change
|
||||||
Provision for impaired assets and restaurant closings
|
$
|
9.1
|
|
|
$
|
36.9
|
|
|
$
|
(27.8
|
)
|
|
FISCAL YEAR
|
|
|
|||||||
(dollars in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
Income from operations
|
$
|
191.1
|
|
|
$
|
145.3
|
|
|
|
|
% of Total revenues
|
4.6
|
%
|
|
3.5
|
%
|
|
1.1
|
%
|
|
FISCAL YEAR
|
|
|
||||||||
(dollars in millions)
|
2019
|
|
2018
|
|
Change
|
||||||
Interest expense, net
|
$
|
49.3
|
|
|
$
|
44.9
|
|
|
$
|
4.4
|
|
|
FISCAL YEAR
|
|
|
|||||
|
2019
|
|
2018
|
|
Change
|
|||
Effective income tax rate
|
5.3
|
%
|
|
(9.2
|
)%
|
|
14.5
|
%
|
|
FISCAL YEAR
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
||||
Restaurant sales
|
$
|
3,634,668
|
|
|
$
|
3,634,198
|
|
Franchise and other revenues
|
53,250
|
|
|
53,041
|
|
||
Total revenues
|
$
|
3,687,918
|
|
|
$
|
3,687,239
|
|
Restaurant-level operating margin
|
14.2
|
%
|
|
14.2
|
%
|
||
Income from operations
|
$
|
311,666
|
|
|
$
|
288,959
|
|
Operating income margin
|
8.5
|
%
|
|
7.8
|
%
|
|
FISCAL YEAR
|
||
(dollars in millions)
|
2019
|
||
For fiscal year 2018
|
$
|
3,634.2
|
|
Change from:
|
|
||
Comparable restaurant sales (1)
|
42.8
|
|
|
Restaurant openings (1)
|
13.7
|
|
|
Divestiture of restaurants through refranchising transactions
|
(32.0
|
)
|
|
Restaurant closures
|
(24.1
|
)
|
|
For fiscal year 2019
|
$
|
3,634.6
|
|
(1)
|
Summation of quarterly changes for restaurant openings and comparable restaurant sales will not total to annual amounts as the restaurants that meet the definition of a comparable restaurant will differ each period based on when the restaurant opened.
|
|
FISCAL YEAR
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
||||
Restaurant sales
|
$
|
440,346
|
|
|
$
|
426,673
|
|
Franchise and other revenues
|
11,125
|
|
|
12,501
|
|
||
Total revenues
|
$
|
451,471
|
|
|
$
|
439,174
|
|
Restaurant-level operating margin
|
20.3
|
%
|
|
18.8
|
%
|
||
Income from operations
|
$
|
44,428
|
|
|
$
|
22,001
|
|
Operating income margin
|
9.8
|
%
|
|
5.0
|
%
|
|
FISCAL YEAR
|
||
(dollars in millions)
|
2019
|
||
For fiscal year 2018
|
$
|
426.7
|
|
Change from:
|
|
||
Restaurant openings
|
36.3
|
|
|
Comparable restaurant sales
|
19.7
|
|
|
Effect of foreign currency translation
|
(35.9
|
)
|
|
Restaurant closures
|
(6.5
|
)
|
|
For fiscal year 2019
|
$
|
440.3
|
|
|
FISCAL YEAR
|
||||||
(dollars in millions)
|
2019
|
|
2018
|
||||
U.S.
|
|
|
|
||||
Outback Steakhouse
|
$
|
500
|
|
|
$
|
513
|
|
Carrabba’s Italian Grill (1)
|
40
|
|
|
12
|
|
||
Bonefish Grill
|
13
|
|
|
14
|
|
||
U.S. Total
|
$
|
553
|
|
|
$
|
539
|
|
International
|
|
|
|
||||
Outback Steakhouse-South Korea
|
$
|
215
|
|
|
$
|
208
|
|
Other
|
105
|
|
|
112
|
|
||
International Total
|
$
|
320
|
|
|
$
|
320
|
|
Total franchise sales (2)
|
$
|
873
|
|
|
$
|
859
|
|
(1)
|
In 2019, we sold 18 Carrabba’s Italian Grill restaurants, which are now operated as franchises.
|
(2)
|
Franchise sales are not included in Total revenues in the Consolidated Statements of Operations and Comprehensive Income.
|
|
FISCAL YEAR
|
||||||||||
|
2019
|
|
2018
|
||||||||
|
U.S. GAAP
|
|
ADJUSTED (1)
|
|
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
|
29.6
|
%
|
|
29.6
|
%
|
|
29.5
|
%
|
|
29.5
|
%
|
Other restaurant operating
|
24.1
|
%
|
|
24.2
|
%
|
|
23.8
|
%
|
|
23.9
|
%
|
|
|
|
|
|
|
|
|
||||
Restaurant-level operating margin
|
14.9
|
%
|
|
14.7
|
%
|
|
14.8
|
%
|
|
14.7
|
%
|
(1)
|
Includes unfavorable (favorable) adjustments recorded in Other restaurant operating expense (unless otherwise noted below) 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:
|
|
FISCAL YEAR
|
||||||
(dollars in millions)
|
2019
|
|
2018
|
||||
Legal and other matters (1)
|
$
|
4.6
|
|
|
$
|
—
|
|
Restaurant and asset impairments and closing costs
|
4.3
|
|
|
3.4
|
|
||
Restaurant relocations and related costs
|
(0.6
|
)
|
|
0.7
|
|
||
|
$
|
8.3
|
|
|
$
|
4.1
|
|
(1)
|
Includes adjustments of $2.7 million and $1.9 million recorded in Cost of sales and Other restaurant operating expense, respectively.
|
|
FISCAL YEAR
|
||||||
(in thousands, except share and per share data)
|
2019
|
|
2018
|
||||
Income from operations
|
$
|
191,090
|
|
|
$
|
145,253
|
|
Operating income margin
|
4.6
|
%
|
|
3.5
|
%
|
||
Adjustments:
|
|
|
|
||||
Severance (1)
|
$
|
5,511
|
|
|
$
|
3,493
|
|
Restaurant and asset impairments and closing costs (2)
|
3,550
|
|
|
29,542
|
|
||
Restaurant relocations and related costs (3)
|
3,208
|
|
|
8,647
|
|
||
Legal and other matters (4)
|
(2,996
|
)
|
|
1,068
|
|
||
Total income from operations adjustments
|
$
|
9,273
|
|
|
$
|
42,750
|
|
Adjusted income from operations
|
$
|
200,363
|
|
|
$
|
188,003
|
|
Adjusted operating income margin
|
4.8
|
%
|
|
4.6
|
%
|
||
|
|
|
|
||||
Net income attributable to Bloomin’ Brands
|
$
|
130,573
|
|
|
$
|
107,098
|
|
Adjustments:
|
|
|
|
||||
Income from operations adjustments
|
9,273
|
|
|
42,750
|
|
||
Total adjustments, before income taxes
|
$
|
9,273
|
|
|
$
|
42,750
|
|
Adjustment to provision for income taxes (5)
|
(1,263
|
)
|
|
(8,944
|
)
|
||
Net adjustments
|
$
|
8,010
|
|
|
$
|
33,806
|
|
Adjusted net income
|
$
|
138,583
|
|
|
$
|
140,904
|
|
|
|
|
|
||||
Diluted earnings per share
|
$
|
1.45
|
|
|
$
|
1.14
|
|
Adjusted diluted earnings per share
|
$
|
1.54
|
|
|
$
|
1.50
|
|
|
|
|
|
||||
Diluted weighted average common shares outstanding
|
89,777
|
|
|
94,075
|
|
(1)
|
Relates to severance expense incurred as a result of restructuring activities.
|
(2)
|
Represents asset impairment charges and related costs primarily related to: (i) approved closure and restructuring initiatives, (ii) the restructuring of certain international markets, (iii) the restructuring of our Express concept in 2018 and (iv) reclassification of assets to held for sale in connection with refranchising certain restaurants in 2018. Also includes gains on the sale of certain surplus properties of $3.8 million in 2019.
|
(3)
|
Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation program.
|
(4)
|
Amount includes the recognition of certain value-added tax credits in Brazil of $4.6 million related to prior years offset by fees and expenses related to certain legal matters in 2019.
|
(5)
|
Represents income tax effect of the adjustments for the periods presented.
|
|
SENIOR SECURED CREDIT FACILITY
|
|
TOTAL CREDIT FACILITIES
|
||||||||
|
TERM LOAN A
|
|
REVOLVING FACILITY
|
|
|||||||
(dollars in thousands)
|
|
|
|||||||||
Balance as of December 31, 2017
|
$
|
500,000
|
|
|
$
|
600,000
|
|
|
$
|
1,100,000
|
|
2018 new debt
|
—
|
|
|
478,000
|
|
|
478,000
|
|
|||
2018 payments
|
(25,000
|
)
|
|
(478,500
|
)
|
|
(503,500
|
)
|
|||
Balance as of December 30, 2018
|
475,000
|
|
|
599,500
|
|
|
1,074,500
|
|
|||
2019 new debt
|
—
|
|
|
670,800
|
|
|
670,800
|
|
|||
2019 payments
|
(25,000
|
)
|
|
(671,300
|
)
|
|
(696,300
|
)
|
|||
Balance as of December 29, 2019 (1)
|
$
|
450,000
|
|
|
$
|
599,000
|
|
|
$
|
1,049,000
|
|
|
|
|
|
|
|
||||||
Weighted-average interest rate, as of December 29, 2019
|
3.40
|
%
|
|
3.44
|
%
|
|
|
||||
Principal maturity date
|
November 2022
|
|
|
November 2022
|
|
|
|
(1)
|
Subsequent to December 29, 2019, we made payments of $65.0 million, net of borrowings, on our revolving credit facility.
|
|
FISCAL YEAR
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
317,603
|
|
|
$
|
288,074
|
|
Net cash used in investing activities
|
(131,291
|
)
|
|
(177,296
|
)
|
||
Net cash used in financing activities
|
(189,359
|
)
|
|
(164,352
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1,631
|
)
|
|
(4,146
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
$
|
(4,678
|
)
|
|
$
|
(57,720
|
)
|
(dollars in thousands)
|
DECEMBER 29,
2019 |
|
DECEMBER 30,
2018 |
||||
Current assets
|
$
|
340,468
|
|
|
$
|
335,483
|
|
Current liabilities
|
962,021
|
|
|
791,039
|
|
||
Working capital (deficit) (1)
|
$
|
(621,553
|
)
|
|
$
|
(455,556
|
)
|
(1)
|
During fiscal year 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 the new lease accounting standard.
|
SHARE REPURCHASE PROGRAM
|
|
BOARD APPROVAL DATE
|
|
AUTHORIZED
|
|
REPURCHASED
|
|
CANCELED
|
|
REMAINING
|
||||||||
2014
|
|
December 12, 2014
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2015
|
|
August 3, 2015
|
|
$
|
100,000
|
|
|
69,999
|
|
|
$
|
30,001
|
|
|
$
|
—
|
|
|
2016
|
|
February 12, 2016
|
|
$
|
250,000
|
|
|
139,892
|
|
|
$
|
110,108
|
|
|
$
|
—
|
|
|
July 2016
|
|
July 26, 2016
|
|
$
|
300,000
|
|
|
247,731
|
|
|
$
|
52,269
|
|
|
$
|
—
|
|
|
2017
|
|
April 21, 2017
|
|
$
|
250,000
|
|
|
195,000
|
|
|
$
|
55,000
|
|
|
$
|
—
|
|
|
2018
|
|
February 16, 2018
|
|
$
|
150,000
|
|
|
113,967
|
|
|
$
|
36,033
|
|
|
$
|
—
|
|
|
2019
|
|
February 12, 2019
|
|
$
|
150,000
|
|
|
106,992
|
|
|
$
|
—
|
|
|
$
|
43,008
|
|
|
Total share repurchase programs
|
|
|
|
$
|
973,581
|
|
|
|
|
|
(dollars in thousands)
|
DIVIDENDS PAID
|
|
SHARE REPURCHASES (1)
|
|
TOTAL
|
||||||
Fiscal year 2019
|
$
|
35,734
|
|
|
$
|
106,992
|
|
|
$
|
142,726
|
|
Fiscal year 2018
|
33,312
|
|
|
113,967
|
|
|
147,279
|
|
|||
Fiscal year 2017
|
30,988
|
|
|
272,736
|
|
|
303,724
|
|
|||
Fiscal year 2016
|
31,379
|
|
|
309,887
|
|
|
341,266
|
|
|||
Fiscal year 2015
|
29,332
|
|
|
169,999
|
|
|
199,331
|
|
|||
Total
|
$
|
160,745
|
|
|
$
|
973,581
|
|
|
$
|
1,134,326
|
|
(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.
|
|
PAYMENTS DUE BY PERIOD
|
||||||||||||||||||
|
|
|
LESS THAN
|
|
1-3
|
|
3-5
|
|
MORE THAN
|
||||||||||
(dollars in thousands)
|
TOTAL
|
|
1 YEAR
|
|
YEARS
|
|
YEARS
|
|
5 YEARS
|
||||||||||
Recorded Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating leases (1)
|
$
|
2,643,642
|
|
|
$
|
179,168
|
|
|
$
|
381,854
|
|
|
$
|
364,911
|
|
|
$
|
1,717,709
|
|
Long-term debt (2)
|
1,048,891
|
|
|
26,462
|
|
|
1,022,429
|
|
|
—
|
|
|
—
|
|
|||||
Deferred compensation and other partner obligations (3)
|
70,270
|
|
|
22,440
|
|
|
30,201
|
|
|
9,466
|
|
|
8,163
|
|
|||||
Other recorded contractual obligations (4)
|
23,640
|
|
|
4,559
|
|
|
4,267
|
|
|
1,963
|
|
|
12,851
|
|
|||||
Unrecorded Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest (5)
|
128,150
|
|
|
44,764
|
|
|
83,386
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations (6)
|
312,033
|
|
|
217,668
|
|
|
55,858
|
|
|
35,540
|
|
|
2,967
|
|
|||||
Total contractual obligations
|
$
|
4,226,626
|
|
|
$
|
495,061
|
|
|
$
|
1,577,995
|
|
|
$
|
411,880
|
|
|
$
|
1,741,690
|
|
(1)
|
Amounts represent undiscounted future minimum rental commitments under non-cancelable operating leases. Includes $1.0 billion related to lease renewal options that are reasonably certain of exercise.
|
(2)
|
Includes finance lease obligations. Amount is net of unamortized debt issuance costs and discount of $2.7 million.
|
(3)
|
Includes deferred compensation obligations, deposits and other accrued obligations due to our restaurant partners. Timing and amounts of payments may vary significantly based on employee turnover, return of deposits and changes to buyout values.
|
(4)
|
Includes other long-term liabilities, primarily consisting of non-partner deferred compensation obligations. Unrecognized tax benefits are excluded from this table since it is not possible to estimate when these future payments will occur.
|
(5)
|
Projected future interest payments on long-term debt are based on interest rates in effect as of December 29, 2019 and assume only scheduled principal payments. Estimated interest expense includes the impact of our variable-to-fixed interest rate swap agreements.
|
(6)
|
Purchase obligations include agreements to purchase goods or services that are enforceable, legally binding and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. We have purchase obligations with various vendors that consist primarily of inventory, advertising, restaurant-level service contracts and technology.
|
|
DECEMBER 29, 2019
|
||||||
(dollars in thousands)
|
INCREASE
|
|
DECREASE
|
||||
Change in fair value (1):
|
|
|
|
||||
Interest rate swap
|
$
|
15,210
|
|
|
$
|
(15,746
|
)
|
|
|
|
|
||||
Change in annual interest expense (2):
|
|
|
|
||||
Variable rate debt
|
$
|
4,896
|
|
|
$
|
(4,896
|
)
|
(1)
|
The potential change from a hypothetical 100 basis point increase (decrease) in short-term interest rates.
|
(2)
|
The potential change from a hypothetical 100 basis point increase (decrease) in short-term interest rates based on the LIBOR curve. The curve ranges from our interest rate of 151 basis points to 168 basis points.
|
|
PAGE NO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 29,
2019 |
|
DECEMBER 30,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
67,145
|
|
|
$
|
71,823
|
|
Inventories
|
86,861
|
|
|
72,812
|
|
||
Other current assets, net
|
186,462
|
|
|
190,848
|
|
||
Total current assets
|
340,468
|
|
|
335,483
|
|
||
Property, fixtures and equipment, net
|
1,036,077
|
|
|
1,115,929
|
|
||
Operating lease right-of-use assets
|
1,266,548
|
|
|
—
|
|
||
Goodwill
|
288,439
|
|
|
295,427
|
|
||
Intangible assets, net
|
470,615
|
|
|
503,972
|
|
||
Deferred income tax assets, net
|
73,426
|
|
|
92,990
|
|
||
Other assets, net
|
117,110
|
|
|
120,973
|
|
||
Total assets
|
$
|
3,592,683
|
|
|
$
|
2,464,774
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
174,877
|
|
|
$
|
174,488
|
|
Accrued and other current liabilities
|
391,451
|
|
|
246,653
|
|
||
Unearned revenue
|
369,282
|
|
|
342,708
|
|
||
Current portion of long-term debt
|
26,411
|
|
|
27,190
|
|
||
Total current liabilities
|
962,021
|
|
|
791,039
|
|
||
Non-current operating lease liabilities
|
1,279,051
|
|
|
—
|
|
||
Deferred rent
|
—
|
|
|
167,027
|
|
||
Deferred income tax liabilities
|
13,777
|
|
|
14,790
|
|
||
Long-term debt, net
|
1,022,293
|
|
|
1,067,585
|
|
||
Long-term portion of deferred gain on sale-leaseback transactions, net
|
—
|
|
|
177,983
|
|
||
Other long-term liabilities, net
|
138,060
|
|
|
191,533
|
|
||
Total liabilities
|
3,415,202
|
|
|
2,409,957
|
|
||
Commitments and contingencies (Note 20)
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Bloomin’ Brands stockholders’ equity
|
|
|
|
||||
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of December 29, 2019 and December 30, 2018
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 475,000,000 shares authorized; 86,945,869 and 91,271,825 shares issued and outstanding as of December 29, 2019 and December 30, 2018, respectively
|
869
|
|
|
913
|
|
||
Additional paid-in capital
|
1,094,338
|
|
|
1,107,582
|
|
||
Accumulated deficit
|
(755,089
|
)
|
|
(920,010
|
)
|
||
Accumulated other comprehensive loss
|
(169,776
|
)
|
|
(142,755
|
)
|
||
Total Bloomin’ Brands stockholders’ equity
|
170,342
|
|
|
45,730
|
|
||
Noncontrolling interests
|
7,139
|
|
|
9,087
|
|
||
Total stockholders’ equity
|
177,481
|
|
|
54,817
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,592,683
|
|
|
$
|
2,464,774
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
FISCAL YEAR
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
|
|
|
|
||||||
Restaurant sales
|
$
|
4,075,014
|
|
|
$
|
4,060,871
|
|
|
$
|
4,164,063
|
|
Franchise and other revenues
|
64,375
|
|
|
65,542
|
|
|
59,073
|
|
|||
Total revenues
|
4,139,389
|
|
|
4,126,413
|
|
|
4,223,136
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Cost of sales
|
1,277,824
|
|
|
1,295,588
|
|
|
1,317,110
|
|
|||
Labor and other related
|
1,207,289
|
|
|
1,197,297
|
|
|
1,219,593
|
|
|||
Other restaurant operating
|
982,051
|
|
|
967,099
|
|
|
996,180
|
|
|||
Depreciation and amortization
|
196,811
|
|
|
201,593
|
|
|
192,282
|
|
|||
General and administrative
|
275,239
|
|
|
282,720
|
|
|
306,956
|
|
|||
Provision for impaired assets and restaurant closings
|
9,085
|
|
|
36,863
|
|
|
52,329
|
|
|||
Total costs and expenses
|
3,948,299
|
|
|
3,981,160
|
|
|
4,084,450
|
|
|||
Income from operations
|
191,090
|
|
|
145,253
|
|
|
138,686
|
|
|||
Loss on extinguishment and modification of debt
|
—
|
|
|
—
|
|
|
(1,069
|
)
|
|||
Other (expense) income, net
|
(143
|
)
|
|
(11
|
)
|
|
14,912
|
|
|||
Interest expense, net
|
(49,257
|
)
|
|
(44,937
|
)
|
|
(41,392
|
)
|
|||
Income before Provision (benefit) for income taxes
|
141,690
|
|
|
100,305
|
|
|
111,137
|
|
|||
Provision (benefit) for income taxes
|
7,573
|
|
|
(9,233
|
)
|
|
7,529
|
|
|||
Net income
|
134,117
|
|
|
109,538
|
|
|
103,608
|
|
|||
Less: net income attributable to noncontrolling interests
|
3,544
|
|
|
2,440
|
|
|
2,315
|
|
|||
Net income attributable to Bloomin’ Brands
|
$
|
130,573
|
|
|
$
|
107,098
|
|
|
$
|
101,293
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
134,117
|
|
|
$
|
109,538
|
|
|
$
|
103,608
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(16,625
|
)
|
|
(36,132
|
)
|
|
8,959
|
|
|||
Unrealized (loss) gain on derivatives, net of tax
|
(11,944
|
)
|
|
(7,100
|
)
|
|
627
|
|
|||
Reclassification of adjustment for loss on derivatives included in Net income, net of tax
|
1,805
|
|
|
120
|
|
|
2,381
|
|
|||
Comprehensive income
|
107,353
|
|
|
66,426
|
|
|
115,575
|
|
|||
Less: comprehensive income attributable to noncontrolling interests
|
3,801
|
|
|
2,884
|
|
|
2,338
|
|
|||
Comprehensive income attributable to Bloomin’ Brands
|
$
|
103,552
|
|
|
$
|
63,542
|
|
|
$
|
113,237
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.47
|
|
|
$
|
1.16
|
|
|
$
|
1.05
|
|
Diluted
|
$
|
1.45
|
|
|
$
|
1.14
|
|
|
$
|
1.02
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
88,839
|
|
|
92,042
|
|
|
96,365
|
|
|||
Diluted
|
89,777
|
|
|
94,075
|
|
|
99,707
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
$
|
0.40
|
|
|
$
|
0.36
|
|
|
$
|
0.32
|
|
|
BLOOMIN’ BRANDS
|
|
|
|
|
|||||||||||||||||||||
|
COMMON STOCK
|
|
ADDITIONAL PAID-IN CAPITAL
|
|
ACCUM-
ULATED DEFICIT |
|
ACCUMULATED OTHER
COMPREHENSIVE LOSS |
|
NON-CONTROLLING INTERESTS
|
|
TOTAL
|
|||||||||||||||
|
SHARES
|
|
AMOUNT
|
|
|
|
|
|
||||||||||||||||||
Balance, December 25, 2016
|
103,922
|
|
|
$
|
1,039
|
|
|
$
|
1,079,583
|
|
|
$
|
(756,070
|
)
|
|
$
|
(111,143
|
)
|
|
$
|
12,654
|
|
|
$
|
226,063
|
|
Cumulative-effect from a change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
14,364
|
|
|
—
|
|
|
—
|
|
|
14,364
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
101,293
|
|
|
—
|
|
|
3,099
|
|
|
104,392
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,944
|
|
|
(3
|
)
|
|
11,941
|
|
||||||
Cash dividends declared, $0.32 per common share
|
—
|
|
|
—
|
|
|
(30,988
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,988
|
)
|
||||||
Repurchase and retirement of common stock
|
(13,807
|
)
|
|
(138
|
)
|
|
—
|
|
|
(272,598
|
)
|
|
—
|
|
|
—
|
|
|
(272,736
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
23,721
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,721
|
|
||||||
Common stock issued under stock plans (1)
|
1,798
|
|
|
18
|
|
|
10,421
|
|
|
(180
|
)
|
|
—
|
|
|
—
|
|
|
10,259
|
|
||||||
Purchase of noncontrolling interests, net of tax of $45
|
—
|
|
|
—
|
|
|
(713
|
)
|
|
—
|
|
|
—
|
|
|
(180
|
)
|
|
(893
|
)
|
||||||
Change in the redemption value of redeemable interests
|
—
|
|
|
—
|
|
|
(211
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(211
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,973
|
)
|
|
(5,973
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
873
|
|
|
873
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
419
|
|
|
419
|
|
||||||
Balance, December 31, 2017
|
91,913
|
|
|
$
|
919
|
|
|
$
|
1,081,813
|
|
|
$
|
(913,191
|
)
|
|
$
|
(99,199
|
)
|
|
$
|
10,889
|
|
|
$
|
81,231
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
107,098
|
|
|
—
|
|
|
2,770
|
|
|
109,868
|
|
||||||
Other comprehensive (loss) income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,556
|
)
|
|
444
|
|
|
(43,112
|
)
|
||||||
Cash dividends declared, $0.36 per common share
|
—
|
|
|
—
|
|
|
(33,312
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,312
|
)
|
||||||
Repurchase and retirement of common stock
|
(5,062
|
)
|
|
(50
|
)
|
|
—
|
|
|
(113,917
|
)
|
|
—
|
|
|
—
|
|
|
(113,967
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
23,059
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,059
|
|
||||||
Common stock issued under stock plans (1)
|
4,421
|
|
|
44
|
|
|
36,568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,612
|
|
||||||
Purchase of noncontrolling interests, net of tax of $75
|
—
|
|
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
(326
|
)
|
||||||
Change in the redemption value of redeemable interests
|
—
|
|
|
—
|
|
|
(330
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(330
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,943
|
)
|
|
(6,943
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,037
|
|
|
2,037
|
|
||||||
Balance, December 30, 2018
|
91,272
|
|
|
$
|
913
|
|
|
$
|
1,107,582
|
|
|
$
|
(920,010
|
)
|
|
$
|
(142,755
|
)
|
|
$
|
9,087
|
|
|
$
|
54,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(CONTINUED...)
|
|
|
BLOOMIN’ BRANDS
|
|
|
|
|
|||||||||||||||||||||
|
COMMON STOCK
|
|
ADDITIONAL PAID-IN CAPITAL
|
|
ACCUM-
ULATED DEFICIT |
|
ACCUMULATED OTHER
COMPREHENSIVE LOSS |
|
NON-CONTROLLING INTERESTS
|
|
TOTAL
|
|||||||||||||||
|
SHARES
|
|
AMOUNT
|
|
|
|
|
|
||||||||||||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
130,573
|
|
|
—
|
|
|
3,544
|
|
|
134,117
|
|
||||||
Other comprehensive (loss) income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,055
|
)
|
|
291
|
|
|
(26,764
|
)
|
||||||
Cash dividends declared, $0.40 per common share
|
—
|
|
|
—
|
|
|
(35,734
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,734
|
)
|
||||||
Repurchase and retirement of common stock
|
(5,469
|
)
|
|
(55
|
)
|
|
—
|
|
|
(106,937
|
)
|
|
—
|
|
|
—
|
|
|
(106,992
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
19,951
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,951
|
|
||||||
Common stock issued under stock plans (1)
|
1,143
|
|
|
11
|
|
|
2,696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,707
|
|
||||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(157
|
)
|
|
—
|
|
|
34
|
|
|
82
|
|
|
(41
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,214
|
)
|
|
(7,214
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,349
|
|
|
1,349
|
|
||||||
Balance, December 29, 2019
|
86,946
|
|
|
$
|
869
|
|
|
$
|
1,094,338
|
|
|
$
|
(755,089
|
)
|
|
$
|
(169,776
|
)
|
|
$
|
7,139
|
|
|
$
|
177,481
|
|
(1)
|
Net of forfeitures and shares withheld for employee taxes.
|
|
FISCAL YEAR
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows provided by operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
134,117
|
|
|
$
|
109,538
|
|
|
$
|
103,608
|
|
Adjustments to reconcile Net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
196,811
|
|
|
201,593
|
|
|
192,282
|
|
|||
Amortization of deferred discounts and issuance costs
|
2,517
|
|
|
2,561
|
|
|
2,868
|
|
|||
Amortization of deferred gift card sales commissions
|
26,094
|
|
|
27,227
|
|
|
26,751
|
|
|||
Provision for impaired assets and restaurant closings
|
9,085
|
|
|
36,863
|
|
|
52,329
|
|
|||
Non-cash operating lease costs
|
73,357
|
|
|
—
|
|
|
—
|
|
|||
Stock-based and other non-cash compensation expense
|
24,651
|
|
|
27,433
|
|
|
25,938
|
|
|||
Deferred income tax benefit
|
(25,890
|
)
|
|
(29,490
|
)
|
|
(28,051
|
)
|
|||
Loss on extinguishment and modification of debt
|
—
|
|
|
—
|
|
|
1,069
|
|
|||
Loss (gain) on sale of a business or subsidiary
|
206
|
|
|
—
|
|
|
(15,632
|
)
|
|||
Recognition of deferred gain on sale-leaseback transactions
|
—
|
|
|
(12,336
|
)
|
|
(11,872
|
)
|
|||
(Gain) loss on disposal of property, fixtures and equipment
|
(2,984
|
)
|
|
(585
|
)
|
|
2,461
|
|
|||
Other, net
|
(10,471
|
)
|
|
4,943
|
|
|
2,951
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in inventories
|
(15,388
|
)
|
|
(24,707
|
)
|
|
11,065
|
|
|||
Increase in other current assets
|
(40,519
|
)
|
|
(25,405
|
)
|
|
(12,262
|
)
|
|||
Increase in other assets
|
(890
|
)
|
|
(3,190
|
)
|
|
(1,585
|
)
|
|||
Decrease in operating right-of-use assets, net
|
391
|
|
|
—
|
|
|
—
|
|
|||
(Decrease) increase in accounts payable and accrued and other current liabilities
|
(23,497
|
)
|
|
(39,871
|
)
|
|
53,880
|
|
|||
Increase in deferred rent
|
—
|
|
|
8,737
|
|
|
12,079
|
|
|||
Increase (decrease) in unearned revenue
|
26,676
|
|
|
12,199
|
|
|
(5,855
|
)
|
|||
Decrease in operating lease liabilities
|
(69,886
|
)
|
|
—
|
|
|
—
|
|
|||
Increase (decrease) in other long-term liabilities
|
13,223
|
|
|
(7,436
|
)
|
|
(3,022
|
)
|
|||
Net cash provided by operating activities
|
317,603
|
|
|
288,074
|
|
|
409,002
|
|
|||
Cash flows used in investing activities:
|
|
|
|
|
|
||||||
Proceeds from disposal of property, fixtures and equipment
|
18,291
|
|
|
14,041
|
|
|
1,020
|
|
|||
Proceeds from sale-leaseback transactions, net
|
7,085
|
|
|
16,160
|
|
|
98,840
|
|
|||
Proceeds from sale of a business, net of cash divested
|
—
|
|
|
—
|
|
|
39,196
|
|
|||
Capital expenditures
|
(161,926
|
)
|
|
(208,224
|
)
|
|
(260,589
|
)
|
|||
Other investments, net
|
5,259
|
|
|
727
|
|
|
(1,582
|
)
|
|||
Net cash used in investing activities
|
$
|
(131,291
|
)
|
|
$
|
(177,296
|
)
|
|
$
|
(123,115
|
)
|
|
|
|
|
|
|
||||||
|
|
|
(CONTINUED...)
|
|
|||||||
|
|
|
|
|
|
|
FISCAL YEAR
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows used in financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt, net
|
$
|
—
|
|
|
$
|
1,637
|
|
|
$
|
621,603
|
|
Extinguishment and modification of debt
|
—
|
|
|
—
|
|
|
(1,193,719
|
)
|
|||
Repayments of long-term debt
|
(27,259
|
)
|
|
(26,686
|
)
|
|
(75,528
|
)
|
|||
Proceeds from borrowings on revolving credit facilities, net
|
670,800
|
|
|
476,829
|
|
|
1,345,761
|
|
|||
Repayments of borrowings on revolving credit facilities
|
(671,300
|
)
|
|
(478,500
|
)
|
|
(676,500
|
)
|
|||
Proceeds from failed sale-leaseback transactions, net
|
—
|
|
|
—
|
|
|
5,942
|
|
|||
Proceeds from share-based compensation, net
|
2,707
|
|
|
36,612
|
|
|
10,439
|
|
|||
Distributions to noncontrolling interests
|
(7,214
|
)
|
|
(6,943
|
)
|
|
(5,973
|
)
|
|||
Contributions from noncontrolling interests
|
1,349
|
|
|
2,037
|
|
|
873
|
|
|||
Purchase of limited partnership and noncontrolling interests
|
(41
|
)
|
|
(2,112
|
)
|
|
(5,713
|
)
|
|||
Payments for partner equity plan
|
(15,675
|
)
|
|
(19,947
|
)
|
|
(16,786
|
)
|
|||
Repurchase of common stock
|
(106,992
|
)
|
|
(113,967
|
)
|
|
(272,916
|
)
|
|||
Cash dividends paid on common stock
|
(35,734
|
)
|
|
(33,312
|
)
|
|
(30,988
|
)
|
|||
Net cash used in financing activities
|
(189,359
|
)
|
|
(164,352
|
)
|
|
(293,505
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1,631
|
)
|
|
(4,146
|
)
|
|
975
|
|
|||
Net decrease in cash, cash equivalents and restricted cash
|
(4,678
|
)
|
|
(57,720
|
)
|
|
(6,643
|
)
|
|||
Cash, cash equivalents and restricted cash as of the beginning of the period
|
71,823
|
|
|
129,543
|
|
|
136,186
|
|
|||
Cash, cash equivalents and restricted cash as of the end of the period
|
$
|
67,145
|
|
|
$
|
71,823
|
|
|
$
|
129,543
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
47,893
|
|
|
$
|
41,681
|
|
|
$
|
40,475
|
|
Cash paid for income taxes, net of refunds
|
23,995
|
|
|
15,839
|
|
|
33,392
|
|
|||
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Leased assets obtained in exchange for new operating lease liabilities
|
$
|
67,955
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Leased assets obtained in exchange for new finance lease liabilities
|
208
|
|
|
—
|
|
|
—
|
|
|||
(Decrease) increase in liabilities from the acquisition of property, fixtures and equipment or capital leases
|
(2,899
|
)
|
|
2,699
|
|
|
(4,747
|
)
|
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
|
Buildings (1)
|
5 to 30 years
|
Furniture and fixtures
|
5 to 7 years
|
Equipment
|
2 to 7 years
|
Computer equipment and software
|
3 to 7 years
|
(1)
|
Includes improvements to leased properties which are depreciated over the shorter of their useful life or the reasonably certain lease term, including renewal periods that are reasonably certain.
|
(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
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
|
|
|
|
||||||
Restaurant sales
|
$
|
4,075,014
|
|
|
$
|
4,060,871
|
|
|
$
|
4,164,063
|
|
Franchise and other revenues
|
|
|
|
|
|
||||||
Franchise revenue
|
$
|
52,147
|
|
|
$
|
52,906
|
|
|
$
|
47,021
|
|
Other revenue
|
12,228
|
|
|
12,636
|
|
|
12,052
|
|
|||
Total Franchise and other revenues
|
$
|
64,375
|
|
|
$
|
65,542
|
|
|
$
|
59,073
|
|
Total revenues
|
$
|
4,139,389
|
|
|
$
|
4,126,413
|
|
|
$
|
4,223,136
|
|
|
FISCAL YEAR
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
(dollars in thousands)
|
RESTAURANT SALES
|
|
FRANCHISE REVENUE
|
|
RESTAURANT SALES
|
|
FRANCHISE REVENUE
|
|
RESTAURANT SALES
|
|
FRANCHISE REVENUE
|
||||||||||||
U.S.
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Outback Steakhouse (1)
|
$
|
2,135,776
|
|
|
$
|
38,614
|
|
|
$
|
2,098,696
|
|
|
$
|
40,422
|
|
|
$
|
2,141,506
|
|
|
$
|
34,978
|
|
Carrabba’s Italian Grill (1)
|
613,031
|
|
|
2,112
|
|
|
647,454
|
|
|
601
|
|
|
673,872
|
|
|
553
|
|
||||||
Bonefish Grill
|
574,004
|
|
|
787
|
|
|
578,139
|
|
|
833
|
|
|
600,717
|
|
|
925
|
|
||||||
Fleming’s Prime Steakhouse & Wine Bar
|
307,199
|
|
|
—
|
|
|
304,064
|
|
|
—
|
|
|
296,982
|
|
|
—
|
|
||||||
Other
|
4,658
|
|
|
—
|
|
|
5,845
|
|
|
—
|
|
|
589
|
|
|
—
|
|
||||||
U.S. total
|
$
|
3,634,668
|
|
|
$
|
41,513
|
|
|
$
|
3,634,198
|
|
|
$
|
41,856
|
|
|
$
|
3,713,666
|
|
|
$
|
36,456
|
|
International
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Outback Steakhouse Brazil
|
$
|
355,837
|
|
|
$
|
—
|
|
|
$
|
348,394
|
|
|
$
|
—
|
|
|
$
|
377,158
|
|
|
$
|
—
|
|
Other (2)
|
84,509
|
|
|
10,634
|
|
|
78,279
|
|
|
11,050
|
|
|
73,239
|
|
|
10,565
|
|
||||||
International total
|
$
|
440,346
|
|
|
$
|
10,634
|
|
|
$
|
426,673
|
|
|
$
|
11,050
|
|
|
$
|
450,397
|
|
|
$
|
10,565
|
|
Total
|
$
|
4,075,014
|
|
|
$
|
52,147
|
|
|
$
|
4,060,871
|
|
|
$
|
52,906
|
|
|
$
|
4,164,063
|
|
|
$
|
47,021
|
|
(1)
|
In 2019, the Company sold 18 Carrabba’s Italian Grill restaurants. In 2017, the Company sold 53 Outback Steakhouse restaurants and one Carrabba’s Italian Grill restaurant. These restaurants are now operated as franchises.
|
(2)
|
Includes Restaurant sales for the Company’s Abbraccio concept in Brazil.
|
(dollars in thousands)
|
DECEMBER 29, 2019
|
|
DECEMBER 30, 2018
|
||||
Other current assets, net
|
|
|
|
||||
Deferred gift card sales commissions
|
$
|
18,554
|
|
|
$
|
16,431
|
|
|
|
|
|
||||
Unearned revenue
|
|
|
|
||||
Deferred gift card revenue
|
$
|
358,757
|
|
|
$
|
333,794
|
|
Deferred loyalty revenue
|
10,034
|
|
|
8,424
|
|
||
Deferred franchise fees - current
|
491
|
|
|
490
|
|
||
Total Unearned revenue
|
$
|
369,282
|
|
|
$
|
342,708
|
|
|
|
|
|
||||
Other long-term liabilities, net
|
|
|
|
||||
Deferred franchise fees - non-current
|
$
|
4,599
|
|
|
$
|
4,531
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of period
|
$
|
16,431
|
|
|
$
|
16,231
|
|
|
$
|
15,584
|
|
Deferred gift card sales commissions amortization
|
(26,094
|
)
|
|
(27,227
|
)
|
|
(26,751
|
)
|
|||
Deferred gift card sales commissions capitalization
|
29,894
|
|
|
28,980
|
|
|
29,412
|
|
|||
Other
|
(1,677
|
)
|
|
(1,553
|
)
|
|
(2,014
|
)
|
|||
Balance, end of period
|
$
|
18,554
|
|
|
$
|
16,431
|
|
|
$
|
16,231
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of period
|
$
|
333,794
|
|
|
$
|
323,628
|
|
|
$
|
331,803
|
|
Gift card sales
|
420,229
|
|
|
419,172
|
|
|
440,946
|
|
|||
Gift card redemptions
|
(376,477
|
)
|
|
(388,954
|
)
|
|
(426,174
|
)
|
|||
Gift card breakage
|
(18,789
|
)
|
|
(20,052
|
)
|
|
(22,947
|
)
|
|||
Balance, end of period
|
$
|
358,757
|
|
|
$
|
333,794
|
|
|
$
|
323,628
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Impairment losses
|
|
|
|
|
|
||||||
U.S.
|
$
|
6,381
|
|
|
$
|
15,342
|
|
|
$
|
15,325
|
|
International
|
2,026
|
|
|
11,457
|
|
|
10,124
|
|
|||
Corporate
|
727
|
|
|
—
|
|
|
—
|
|
|||
Total impairment losses
|
$
|
9,134
|
|
|
$
|
26,799
|
|
|
$
|
25,449
|
|
Restaurant closure expenses
|
|
|
|
|
|
||||||
U.S.
|
$
|
(105
|
)
|
|
$
|
6,536
|
|
|
$
|
26,749
|
|
International
|
56
|
|
|
3,528
|
|
|
131
|
|
|||
Total restaurant closure expenses
|
$
|
(49
|
)
|
|
$
|
10,064
|
|
|
$
|
26,880
|
|
Provision for impaired assets and restaurant closings
|
$
|
9,085
|
|
|
$
|
36,863
|
|
|
$
|
52,329
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Impairment, facility closure and other expenses
|
|
|
|
|
|
||||||
2017 Closure Initiative (1)
|
$
|
1,717
|
|
|
$
|
1,662
|
|
|
$
|
20,352
|
|
Bonefish Restructuring (2)
|
(19
|
)
|
|
1,405
|
|
|
3,783
|
|
|||
Impairment, facility closure and other expenses - Provision for impaired assets and restaurant closings
|
$
|
1,698
|
|
|
$
|
3,067
|
|
|
$
|
24,135
|
|
Severance and other expenses
|
|
|
|
|
|
||||||
2017 Closure Initiative (1)
|
$
|
1,108
|
|
|
$
|
434
|
|
|
$
|
3,299
|
|
Bonefish Restructuring (2)
|
—
|
|
|
136
|
|
|
67
|
|
|||
Severance and other expenses - General and administrative expense
|
$
|
1,108
|
|
|
$
|
570
|
|
|
$
|
3,366
|
|
Reversal of deferred rent liability
|
|
|
|
|
|
||||||
2017 Closure Initiative (1)
|
$
|
(96
|
)
|
|
$
|
(469
|
)
|
|
$
|
(4,755
|
)
|
Bonefish Restructuring (2)
|
—
|
|
|
(147
|
)
|
|
—
|
|
|||
Reversal of deferred rent liability - Other restaurant operating expense
|
$
|
(96
|
)
|
|
$
|
(616
|
)
|
|
$
|
(4,755
|
)
|
|
$
|
2,710
|
|
|
$
|
3,021
|
|
|
$
|
22,746
|
|
(1)
|
On February 15, 2017 and August 28, 2017, the Company decided to close 43 underperforming restaurants in the U.S. and two Abbraccio restaurants outside of the core markets of São Paulo and Rio de Janeiro in Brazil (the “2017 Closure Initiative”). Most of these restaurants were closed in 2017, with the balance mostly closing as leases and certain operating covenants expired or were amended or waived. In connection with the 2017 Closure Initiative, the Company recognized impairments and closure costs of $1.7 million, $0.6 million and $17.9 million within the U.S. segment for 2019, 2018 and 2017, respectively, and $1.1 million and $2.5 million within the international segment for 2018 and 2017, respectively.
|
(2)
|
On February 12, 2016, the Company decided to close 14 Bonefish Grill restaurants (the “Bonefish Restructuring”). Expenses related to the Bonefish Restructuring are recognized within the U.S. segment.
|
DESCRIPTION
|
|
LOCATION OF CHARGE IN THE CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|
|
CLOSURE INITIATIVES AND RESTRUCTURING
|
||||||||||
|
|
2017
|
|
BONEFISH
|
|
TOTAL (1)
|
||||||||
Impairments, facility closure and other expenses
|
|
Provision for impaired assets and restaurant closings
|
|
$
|
70,231
|
|
|
$
|
34,232
|
|
|
$
|
104,463
|
|
Severance and other expenses
|
|
General and administrative
|
|
4,841
|
|
|
947
|
|
|
5,788
|
|
|||
Reversal of deferred rent liability
|
|
Other restaurant operating
|
|
(8,591
|
)
|
|
(3,704
|
)
|
|
(12,295
|
)
|
|||
|
|
|
|
$
|
66,481
|
|
|
$
|
31,475
|
|
|
$
|
97,956
|
|
(1)
|
The 2017 Closure Initiative expenses included $64.2 million and $2.2 million within the U.S. and international segment, respectively.
|
(dollars in thousands)
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
|
DECEMBER 29, 2019
|
|
DECEMBER 30, 2018
|
||||
Surplus properties - assets held for sale
|
Other current assets, net
|
|
$
|
3,317
|
|
|
$
|
4,594
|
|
Surplus properties - assets held and used
|
Property, fixtures and equipment, net
|
|
18,188
|
|
|
15,254
|
|
||
Total surplus properties
|
|
|
$
|
21,505
|
|
|
$
|
19,848
|
|
|
|
|
|
|
|
||||
Number of surplus properties owned
|
|
|
20
|
|
|
16
|
|
|
FISCAL YEAR
|
||
(dollars in thousands)
|
2019
|
||
Beginning of the year
|
$
|
18,094
|
|
Additions (1)
|
1,288
|
|
|
Cash payments
|
(5,538
|
)
|
|
Accretion
|
1,253
|
|
|
Adjustments
|
(555
|
)
|
|
End of the year (2)
|
$
|
14,542
|
|
(1)
|
Includes closure initiative related lease liabilities recognized as a result of the adoption of ASU No. 2016-02.
|
(2)
|
As of December 29, 2019, the Company had exit-related accruals related to the Closure Initiatives of $3.3 million recorded in Accrued and other current liabilities and $11.2 million recorded in Non-current operating lease liabilities on its Consolidated Balance Sheet.
|
|
FISCAL YEAR
|
||||||||||
(in thousands, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income attributable to Bloomin’ Brands
|
$
|
130,573
|
|
|
$
|
107,098
|
|
|
$
|
101,293
|
|
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
88,839
|
|
|
92,042
|
|
|
96,365
|
|
|||
|
|
|
|
|
|
||||||
Effect of diluted securities:
|
|
|
|
|
|
||||||
Stock options
|
571
|
|
|
1,595
|
|
|
2,895
|
|
|||
Nonvested restricted stock and restricted stock units
|
295
|
|
|
397
|
|
|
421
|
|
|||
Nonvested performance-based share units
|
72
|
|
|
41
|
|
|
26
|
|
|||
Diluted weighted average common shares outstanding
|
89,777
|
|
|
94,075
|
|
|
99,707
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
1.47
|
|
|
$
|
1.16
|
|
|
$
|
1.05
|
|
Diluted earnings per share
|
$
|
1.45
|
|
|
$
|
1.14
|
|
|
$
|
1.02
|
|
|
FISCAL YEAR
|
|||||||
(shares in thousands)
|
2019
|
|
2018
|
|
2017
|
|||
Stock options
|
4,003
|
|
|
2,879
|
|
|
5,555
|
|
Nonvested restricted stock and restricted stock units
|
158
|
|
|
99
|
|
|
128
|
|
Nonvested performance-based share units
|
277
|
|
|
201
|
|
|
222
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Stock options
|
$
|
5,270
|
|
|
$
|
6,378
|
|
|
$
|
10,423
|
|
Restricted stock and restricted stock units
|
8,949
|
|
|
9,143
|
|
|
9,933
|
|
|||
Performance-based share units
|
5,471
|
|
|
6,911
|
|
|
2,227
|
|
|||
|
$
|
19,690
|
|
|
$
|
22,432
|
|
|
$
|
22,583
|
|
(in thousands, except exercise price and contractual life)
|
OPTIONS
|
|
WEIGHTED-
AVERAGE EXERCISE PRICE |
|
WEIGHTED-
AVERAGE REMAINING CONTRACTUAL LIFE (YEARS) |
|
AGGREGATE
INTRINSIC VALUE |
|||||
Outstanding as of December 30, 2018
|
6,190
|
|
|
$
|
18.30
|
|
|
5.7
|
|
$
|
11,439
|
|
Granted
|
1,237
|
|
|
20.59
|
|
|
|
|
|
|||
Exercised
|
(721
|
)
|
|
9.11
|
|
|
|
|
|
|||
Forfeited or expired
|
(607
|
)
|
|
22.76
|
|
|
|
|
|
|||
Outstanding as of December 29, 2019
|
6,099
|
|
|
$
|
19.40
|
|
|
6.0
|
|
$
|
18,961
|
|
Exercisable as of December 29, 2019
|
3,846
|
|
|
$
|
19.06
|
|
|
4.7
|
|
$
|
14,405
|
|
|
FISCAL YEAR
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Assumptions:
|
|
|
|
|
|
||||||
Weighted-average risk-free interest rate (1)
|
2.34
|
%
|
|
2.66
|
%
|
|
1.92
|
%
|
|||
Dividend yield (2)
|
1.94
|
%
|
|
1.50
|
%
|
|
1.84
|
%
|
|||
Expected term (3)
|
4.8 years
|
|
|
5.8 years
|
|
|
6.3 years
|
|
|||
Weighted-average volatility (4)
|
31.05
|
%
|
|
32.76
|
%
|
|
33.72
|
%
|
|||
|
|
|
|
|
|
||||||
Weighted-average grant date fair value per option
|
$
|
5.07
|
|
|
$
|
7.23
|
|
|
$
|
5.09
|
|
(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.
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Intrinsic value of options exercised
|
$
|
7,929
|
|
|
$
|
52,247
|
|
|
$
|
15,139
|
|
Cash received from option exercises, net of tax withholding
|
$
|
6,501
|
|
|
$
|
40,501
|
|
|
$
|
13,329
|
|
Fair value of stock options vested
|
$
|
18,136
|
|
|
$
|
34,316
|
|
|
$
|
28,085
|
|
Tax benefits for stock option compensation expense (1)
|
$
|
1,932
|
|
|
$
|
13,085
|
|
|
$
|
5,889
|
|
|
|
|
|
|
|
||||||
Unrecognized stock option expense
|
$
|
7,669
|
|
|
|
|
|
||||
Remaining weighted-average vesting period
|
1.9 years
|
|
|
|
|
|
(1)
|
Includes excess tax benefits for tax deductions related to the exercise of stock options of $0.2 million, $8.0 million and $2.9 million for fiscal years 2019, 2018 and 2017, respectively.
|
(shares in thousands)
|
NUMBER OF RESTRICTED STOCK UNIT AWARDS
|
|
WEIGHTED-AVERAGE
GRANT DATE FAIR VALUE PER AWARD |
|||
Outstanding as of December 30, 2018
|
1,156
|
|
|
$
|
18.65
|
|
Granted
|
610
|
|
|
19.15
|
|
|
Vested
|
(443
|
)
|
|
18.50
|
|
|
Forfeited
|
(135
|
)
|
|
19.17
|
|
|
Outstanding as of December 29, 2019
|
1,188
|
|
|
$
|
18.91
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Fair value of restricted stock vested
|
$
|
8,200
|
|
|
$
|
9,705
|
|
|
$
|
10,182
|
|
Tax benefits for restricted stock compensation expense
|
$
|
1,672
|
|
|
$
|
2,938
|
|
|
$
|
3,664
|
|
|
|
|
|
|
|
||||||
Unrecognized restricted stock expense
|
$
|
14,800
|
|
|
|
|
|
||||
Remaining weighted-average vesting period
|
2.1 years
|
|
|
|
|
|
(shares in thousands)
|
PERFORMANCE-BASED SHARE UNITS
|
|
WEIGHTED-AVERAGE
GRANT DATE FAIR VALUE PER AWARD |
|||
Outstanding as of December 30, 2018
|
575
|
|
|
$
|
18.54
|
|
Granted
|
237
|
|
|
20.00
|
|
|
Vested
|
(161
|
)
|
|
18.61
|
|
|
Forfeited
|
(119
|
)
|
|
17.42
|
|
|
Outstanding as of December 29, 2019
|
532
|
|
|
$
|
19.42
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Tax benefits for PSU compensation expense
|
$
|
857
|
|
|
$
|
406
|
|
|
$
|
501
|
|
Unrecognized PSU expense
|
$
|
8,000
|
|
|
|
|
|
||||
Remaining weighted-average vesting period (1)
|
1.2 years
|
|
|
|
|
|
(1)
|
PSUs typically vest after three years.
|
(dollars in thousands)
|
DECEMBER 29,
2019 |
|
DECEMBER 30,
2018 |
||||
Prepaid expenses
|
$
|
20,218
|
|
|
$
|
38,117
|
|
Accounts receivable - gift cards, net
|
104,591
|
|
|
91,242
|
|
||
Accounts receivable - vendors, net
|
13,465
|
|
|
10,029
|
|
||
Accounts receivable - franchisees, net
|
1,322
|
|
|
1,303
|
|
||
Accounts receivable - other, net
|
21,734
|
|
|
19,688
|
|
||
Deferred gift card sales commissions
|
18,554
|
|
|
16,431
|
|
||
Assets held for sale
|
3,317
|
|
|
5,143
|
|
||
Other current assets, net
|
3,261
|
|
|
8,895
|
|
||
|
$
|
186,462
|
|
|
$
|
190,848
|
|
(dollars in thousands)
|
DECEMBER 29,
2019 |
|
DECEMBER 30,
2018 |
||||
Land
|
$
|
42,570
|
|
|
$
|
59,973
|
|
Buildings
|
1,202,434
|
|
|
1,188,735
|
|
||
Furniture and fixtures
|
458,169
|
|
|
428,676
|
|
||
Equipment
|
665,815
|
|
|
634,459
|
|
||
Construction in progress
|
24,477
|
|
|
48,949
|
|
||
Less: accumulated depreciation
|
(1,357,388
|
)
|
|
(1,244,863
|
)
|
||
|
$
|
1,036,077
|
|
|
$
|
1,115,929
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation expense
|
$
|
188,190
|
|
|
$
|
192,099
|
|
|
$
|
182,254
|
|
Repair and maintenance expense
|
106,943
|
|
|
102,409
|
|
|
111,926
|
|
|
DECEMBER 29, 2019
|
|
DECEMBER 30, 2018
|
|
DECEMBER 31, 2017
|
||||||||||||||||||
(dollars in thousands)
|
GROSS CARRYING AMOUNT
|
|
ACCUMULATED IMPAIRMENTS
|
|
GROSS CARRYING AMOUNT
|
|
ACCUMULATED IMPAIRMENTS
|
|
GROSS CARRYING AMOUNT
|
|
ACCUMULATED IMPAIRMENTS
|
||||||||||||
U.S.
|
$
|
838,827
|
|
|
$
|
(668,170
|
)
|
|
$
|
838,827
|
|
|
$
|
(668,170
|
)
|
|
$
|
838,937
|
|
|
$
|
(668,170
|
)
|
International
|
235,692
|
|
|
(117,910
|
)
|
|
242,680
|
|
|
(117,910
|
)
|
|
257,377
|
|
|
(117,910
|
)
|
||||||
Total goodwill
|
$
|
1,074,519
|
|
|
$
|
(786,080
|
)
|
|
$
|
1,081,507
|
|
|
$
|
(786,080
|
)
|
|
$
|
1,096,314
|
|
|
$
|
(786,080
|
)
|
|
WEIGHTED AVERAGE AMORTIZATION PERIOD
(IN YEARS) |
|
DECEMBER 29, 2019
|
|
DECEMBER 30, 2018
|
||||||||||||||||||||
(dollars in thousands)
|
|
GROSS CARRYING VALUE
|
|
ACCUMULATED AMORTIZATION
|
|
NET CARRYING VALUE
|
|
GROSS CARRYING VALUE
|
|
ACCUMULATED AMORTIZATION
|
|
NET CARRYING VALUE
|
|||||||||||||
Trade names
|
Indefinite
|
|
$
|
414,616
|
|
|
|
|
$
|
414,616
|
|
|
$
|
414,516
|
|
|
|
|
$
|
414,516
|
|
||||
Trademarks
|
9
|
|
81,381
|
|
|
$
|
(47,882
|
)
|
|
33,499
|
|
|
81,381
|
|
|
$
|
(44,057
|
)
|
|
37,324
|
|
||||
Favorable leases
|
0
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,307
|
|
|
(41,447
|
)
|
|
22,860
|
|
||||||
Franchise agreements
|
1
|
|
14,881
|
|
|
(14,356
|
)
|
|
525
|
|
|
14,881
|
|
|
(13,212
|
)
|
|
1,669
|
|
||||||
Reacquired franchise rights
|
11
|
|
42,390
|
|
|
(20,415
|
)
|
|
21,975
|
|
|
46,446
|
|
|
(18,843
|
)
|
|
27,603
|
|
||||||
Total intangible assets
|
9
|
|
$
|
553,268
|
|
|
$
|
(82,653
|
)
|
|
$
|
470,615
|
|
|
$
|
621,531
|
|
|
$
|
(117,559
|
)
|
|
$
|
503,972
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Amortization expense (1)
|
$
|
8,621
|
|
|
$
|
13,377
|
|
|
$
|
14,191
|
|
(1)
|
Amortization expense is recorded in Depreciation and amortization for fiscal year 2019 and Depreciation and amortization and Other restaurant operating expense for fiscal years 2018 and 2017 in the Company’s Consolidated Statements of Operations and Comprehensive Income.
|
(dollars in thousands)
|
DECEMBER 29,
2019 |
|
DECEMBER 30,
2018 |
||||
Company-owned life insurance
|
$
|
60,126
|
|
|
$
|
61,233
|
|
Deferred financing fees (1)
|
4,893
|
|
|
6,563
|
|
||
Liquor licenses
|
24,289
|
|
|
24,153
|
|
||
Other assets
|
27,802
|
|
|
29,024
|
|
||
|
$
|
117,110
|
|
|
$
|
120,973
|
|
(1)
|
Net of accumulated amortization of $6.8 million and $5.1 million as of December 29, 2019 and December 30, 2018, respectively.
|
(dollars in thousands)
|
DECEMBER 29,
2019 |
|
DECEMBER 30,
2018 |
||||
Accrued rent and current operating lease liabilities
|
$
|
174,287
|
|
|
$
|
2,850
|
|
Accrued payroll and other compensation
|
101,090
|
|
|
101,249
|
|
||
Accrued insurance
|
20,500
|
|
|
22,055
|
|
||
Other current liabilities
|
95,574
|
|
|
120,499
|
|
||
|
$
|
391,451
|
|
|
$
|
246,653
|
|
|
DECEMBER 29, 2019
|
|
DECEMBER 30, 2018
|
||||||||||
(dollars in thousands)
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||||
Term loan A (1)
|
$
|
450,000
|
|
|
3.40
|
%
|
|
$
|
475,000
|
|
|
4.14
|
%
|
Revolving credit facility (1) (2)
|
599,000
|
|
|
3.44
|
%
|
|
599,500
|
|
|
4.17
|
%
|
||
Total Senior Secured Credit Facility
|
1,049,000
|
|
|
|
|
1,074,500
|
|
|
|
||||
Finance lease liabilities
|
2,308
|
|
|
|
|
3,297
|
|
|
|
||||
Financing obligations
|
—
|
|
|
|
|
19,562
|
|
|
7.58% to 7.82%
|
|
|||
Other
|
50
|
|
|
2.18
|
%
|
|
918
|
|
|
0.00% to 2.18%
|
|
||
Less: unamortized debt discount and issuance costs
|
(2,654
|
)
|
|
|
|
(3,502
|
)
|
|
|
||||
Total debt, net
|
1,048,704
|
|
|
|
|
1,094,775
|
|
|
|
||||
Less: current portion of long-term debt
|
(26,411
|
)
|
|
|
|
(27,190
|
)
|
|
|
||||
Long-term debt, net
|
$
|
1,022,293
|
|
|
|
|
$
|
1,067,585
|
|
|
|
(1)
|
Interest rate represents the weighted-average interest rate for the respective periods.
|
(2)
|
Subsequent to December 29, 2019, the Company made payments of $65.0 million, net of borrowings, on its revolving credit facility.
|
|
BASE RATE ELECTION
|
|
EUROCURRENCY RATE ELECTION
|
Term loan A and revolving credit facility
|
50 to 100 basis points over Base Rate
|
|
150 to 200 basis points over the Eurocurrency Rate
|
(dollars in thousands)
|
DECEMBER 29,
2019 |
||
2020
|
$
|
26,462
|
|
2021
|
38,399
|
|
|
2022
|
984,030
|
|
|
2023
|
—
|
|
|
2024
|
—
|
|
|
Thereafter
|
—
|
|
|
Total payments
|
$
|
1,048,891
|
|
Less: finance lease interest
|
(187
|
)
|
|
Total principal payments
|
$
|
1,048,704
|
|
SCHEDULED QUARTERLY PAYMENT DATES
|
|
TERM LOAN A
|
||
March 29, 2020 through December 27, 2020
|
|
$
|
6,250
|
|
March 28, 2021 through December 26, 2021
|
|
$
|
9,375
|
|
March 27, 2022 through September 25, 2022
|
|
$
|
12,500
|
|
(dollars in thousands)
|
DECEMBER 29,
2019 |
|
DECEMBER 30,
2018 |
||||
Accrued insurance liability
|
$
|
33,818
|
|
|
$
|
33,771
|
|
Unfavorable leases (1)
|
—
|
|
|
32,120
|
|
||
Chef and Restaurant Managing Partner deferred compensation obligations and deposits
|
47,831
|
|
|
64,766
|
|
||
Other long-term liabilities
|
56,411
|
|
|
60,876
|
|
||
|
$
|
138,060
|
|
|
$
|
191,533
|
|
(1)
|
Net of accumulated amortization of $36.2 million as of December 30, 2018.
|
|
NUMBER OF SHARES
|
|
AVERAGE REPURCHASE PRICE PER SHARE
|
|
AMOUNT
|
||||||||||||||||
(in thousands, except per share data)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||
First fiscal quarter
|
—
|
|
|
2,116
|
|
|
$
|
—
|
|
|
$
|
24.10
|
|
|
$
|
—
|
|
|
$
|
50,996
|
|
Second fiscal quarter
|
5,469
|
|
|
1,287
|
|
|
$
|
19.56
|
|
|
$
|
23.31
|
|
|
106,992
|
|
|
30,004
|
|
||
Third fiscal quarter
|
—
|
|
|
968
|
|
|
$
|
—
|
|
|
$
|
18.57
|
|
|
—
|
|
|
17,968
|
|
||
Fourth fiscal quarter
|
—
|
|
|
691
|
|
|
$
|
—
|
|
|
$
|
21.71
|
|
|
—
|
|
|
14,999
|
|
||
Total common stock repurchases
|
5,469
|
|
|
5,062
|
|
|
$
|
19.56
|
|
|
$
|
22.52
|
|
|
$
|
106,992
|
|
|
$
|
113,967
|
|
|
DIVIDENDS PER SHARE
|
|
AMOUNT
|
||||||||||||
(in thousands, except per share data)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
First fiscal quarter
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
9,140
|
|
|
$
|
8,371
|
|
Second fiscal quarter
|
0.10
|
|
|
0.09
|
|
|
9,227
|
|
|
8,363
|
|
||||
Third fiscal quarter
|
0.10
|
|
|
0.09
|
|
|
8,674
|
|
|
8,344
|
|
||||
Fourth fiscal quarter
|
0.10
|
|
|
0.09
|
|
|
8,693
|
|
|
8,234
|
|
||||
Total cash dividends declared and paid
|
$
|
0.40
|
|
|
$
|
0.36
|
|
|
$
|
35,734
|
|
|
$
|
33,312
|
|
(dollars in thousands)
|
DECEMBER 29, 2019
|
|
DECEMBER 30, 2018
|
||||
Foreign currency translation adjustment
|
$
|
(152,031
|
)
|
|
$
|
(135,149
|
)
|
Unrealized loss on derivatives, net of tax
|
(17,745
|
)
|
|
(7,606
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(169,776
|
)
|
|
$
|
(142,755
|
)
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Bloomin’ Brands:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
$
|
(16,882
|
)
|
|
$
|
(36,576
|
)
|
|
$
|
8,936
|
|
|
|
|
|
|
|
||||||
Unrealized (loss) gain on derivatives, net of tax (1)
|
$
|
(11,944
|
)
|
|
$
|
(7,100
|
)
|
|
$
|
627
|
|
Reclassification of adjustments for loss on derivatives included in Net income, net of tax (2)
|
1,805
|
|
|
120
|
|
|
2,381
|
|
|||
Total unrealized (loss) gain on derivatives, net of tax
|
$
|
(10,139
|
)
|
|
$
|
(6,980
|
)
|
|
$
|
3,008
|
|
Other comprehensive (loss) income attributable to Bloomin’ Brands
|
$
|
(27,021
|
)
|
|
$
|
(43,556
|
)
|
|
$
|
11,944
|
|
(1)
|
Unrealized (loss) gain on derivatives is net of tax of $(4.1) million, $(2.5) million and $0.5 million for 2019, 2018 and 2017, respectively.
|
(2)
|
Reclassifications of adjustments for loss on derivatives are net of tax. See Note 16 - Derivative Instruments and Hedging Activities for discussion of the tax impact of reclassifications.
|
(dollars in thousands)
|
DECEMBER 29,
2019 |
|
DECEMBER 30,
2018 |
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
||||
Interest rate swaps - asset (1)
|
$
|
—
|
|
|
$
|
765
|
|
|
Other current assets, net
|
|
|
|
|
|
|
||||
Interest rate swaps - liability
|
$
|
7,174
|
|
|
$
|
1,393
|
|
|
Accrued and other current liabilities
|
Interest rate swaps - liability
|
16,835
|
|
|
9,723
|
|
|
Other long-term liabilities, net
|
||
Total fair value of derivative instruments - liabilities (1)
|
$
|
24,009
|
|
|
$
|
11,116
|
|
|
|
|
|
|
|
|
|
||||
Interest receivable
|
$
|
—
|
|
|
$
|
112
|
|
|
Other current assets, net
|
Accrued interest
|
$
|
632
|
|
|
$
|
—
|
|
|
Accrued and other current liabilities
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Interest rate swap expense recognized in Interest expense, net
|
$
|
(2,436
|
)
|
|
$
|
(161
|
)
|
|
$
|
(3,908
|
)
|
Income tax benefit recognized in Provision (benefit) for income taxes
|
631
|
|
|
41
|
|
|
1,527
|
|
|||
Total effects of the interest rate swaps on Net income
|
$
|
(1,805
|
)
|
|
$
|
(120
|
)
|
|
$
|
(2,381
|
)
|
(dollars in thousands)
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
|
DECEMBER 29, 2019
|
||
Operating lease right-of-use assets
|
Operating lease right-of-use assets
|
|
$
|
1,266,548
|
|
Finance lease right-of-use assets (1)
|
Property, fixtures and equipment, net
|
|
2,036
|
|
|
Total lease assets, net
|
|
|
$
|
1,268,584
|
|
|
|
|
|
||
Current operating lease liabilities (2)
|
Accrued and other current liabilities
|
|
$
|
171,866
|
|
Current finance lease liabilities
|
Current portion of long-term debt
|
|
1,361
|
|
|
Non-current operating lease liabilities
|
Non-current operating lease liabilities
|
|
1,279,051
|
|
|
Non-current finance lease liabilities
|
Long-term debt, net
|
|
947
|
|
|
Total lease liabilities
|
|
|
$
|
1,453,225
|
|
(1)
|
Net of accumulated amortization of $1.3 million.
|
(2)
|
Excludes accrued contingent percentage rent.
|
|
CONSOLIDATED INCOME STATEMENT CLASSIFICATION
|
|
FISCAL YEAR
|
||
(dollars in thousands)
|
|
2019
|
|||
Operating leases (1)
|
Other restaurant operating
|
|
$
|
181,397
|
|
Variable lease cost
|
Other restaurant operating
|
|
3,504
|
|
|
Finance leases
|
|
|
|
||
Amortization of leased assets
|
Depreciation and amortization
|
|
1,400
|
|
|
Interest on lease liabilities
|
Interest expense, net
|
|
264
|
|
|
Sublease revenue (2)
|
Franchise and other revenues
|
|
(6,542
|
)
|
|
Lease costs, net (3)
|
|
|
$
|
180,023
|
|
(1)
|
Excludes rent expense for office facilities and Company-owned closed or subleased properties for 2019 of $14.6 million, which is included in General and administrative expense and certain supply chain related rent expenses of $1.3 million, which is included in Cost of sales.
|
(2)
|
Excludes rental income from Company-owned properties for the fiscal year ended December 29, 2019 of $2.2 million.
|
(3)
|
During 2018 and 2017, the Company recorded rent expense of $185.4 million and $188.2 million, including variable rent expense of $4.5 million and $4.3 million, and sublease revenue of $5.6 million and $4.5 million, respectively.
|
(dollars in thousands)
|
OPERATING LEASES
|
|
FINANCE LEASES
|
|
SUBLEASE REVENUES
|
||||||
2020 (1)
|
$
|
179,168
|
|
|
$
|
1,412
|
|
|
$
|
(6,191
|
)
|
2021
|
193,102
|
|
|
898
|
|
|
(6,232
|
)
|
|||
2022
|
188,752
|
|
|
185
|
|
|
(6,131
|
)
|
|||
2023
|
185,238
|
|
|
—
|
|
|
(6,012
|
)
|
|||
2024
|
179,673
|
|
|
—
|
|
|
(5,856
|
)
|
|||
Thereafter
|
1,717,709
|
|
|
—
|
|
|
(63,512
|
)
|
|||
Total minimum lease payments (receipts) (2)
|
$
|
2,643,642
|
|
|
$
|
2,495
|
|
|
$
|
(93,934
|
)
|
Less: Interest
|
(1,192,725
|
)
|
|
(187
|
)
|
|
|
||||
Present value of future lease payments
|
$
|
1,450,917
|
|
|
$
|
2,308
|
|
|
|
(1)
|
Net of operating lease prepaid rent of $14.7 million.
|
(2)
|
Includes $1.0 billion related to lease renewal options that are reasonably certain of exercise and excludes $111.9 million of signed operating leases that have not yet commenced.
|
(1)
|
Includes lease renewal options that are reasonably certain of exercise.
|
(2)
|
Based on the Company’s incremental borrowing rate at lease commencement.
|
|
FISCAL YEAR
|
||
(dollars in thousands)
|
2019
|
||
Cash flows from operating activities:
|
|
||
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
191,855
|
|
(dollars in thousands)
|
DECEMBER 29, 2019
|
||
Land
|
$
|
9,885
|
|
|
|
||
Buildings
|
$
|
12,823
|
|
Less: accumulated depreciation
|
(6,400
|
)
|
|
Buildings, net
|
$
|
6,423
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Gross proceeds from sale-leaseback transactions
|
$
|
7,337
|
|
|
$
|
17,294
|
|
|
$
|
108,010
|
|
Number of restaurant properties sold and leased back
|
2
|
|
|
6
|
|
|
31
|
|
|
DECEMBER 29, 2019
|
|
DECEMBER 30, 2018
|
||||||||||||||||||||
(dollars in thousands)
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income funds
|
$
|
1,037
|
|
|
$
|
1,037
|
|
|
$
|
—
|
|
|
$
|
627
|
|
|
$
|
627
|
|
|
$
|
—
|
|
Money market funds
|
12,752
|
|
|
12,752
|
|
|
—
|
|
|
17,827
|
|
|
17,827
|
|
|
—
|
|
||||||
Other current assets, net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
765
|
|
|
—
|
|
|
765
|
|
||||||
Total asset recurring fair value measurements
|
$
|
13,789
|
|
|
$
|
13,789
|
|
|
$
|
—
|
|
|
$
|
19,219
|
|
|
$
|
18,454
|
|
|
$
|
765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued and other current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
$
|
7,174
|
|
|
$
|
—
|
|
|
$
|
7,174
|
|
|
$
|
1,393
|
|
|
$
|
—
|
|
|
$
|
1,393
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
16,835
|
|
|
—
|
|
|
16,835
|
|
|
9,723
|
|
|
—
|
|
|
9,723
|
|
||||||
Total liability recurring fair value measurements
|
$
|
24,009
|
|
|
$
|
—
|
|
|
$
|
24,009
|
|
|
$
|
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 December 29, 2019 and December 30, 2018, the Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
(dollars in thousands)
|
CARRYING VALUE
|
|
TOTAL IMPAIRMENT
|
|
CARRYING VALUE
|
|
TOTAL IMPAIRMENT
|
|
CARRYING VALUE
|
|
TOTAL IMPAIRMENT
|
||||||||||||
Assets held for sale (1)
|
$
|
2,049
|
|
|
$
|
315
|
|
|
$
|
8,590
|
|
|
$
|
5,276
|
|
|
$
|
870
|
|
|
$
|
467
|
|
Operating lease right-of-use assets (2)
|
6,597
|
|
|
4,284
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Property, fixtures and equipment (3)
|
3,915
|
|
|
4,535
|
|
|
6,464
|
|
|
21,523
|
|
|
19,222
|
|
|
23,539
|
|
||||||
Other (4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,444
|
|
||||||
|
$
|
12,561
|
|
|
$
|
9,134
|
|
|
$
|
15,054
|
|
|
$
|
26,799
|
|
|
$
|
20,092
|
|
|
$
|
25,450
|
|
(1)
|
All assets are measured using third-party market appraisals or executed sales contracts (Level 2). Refer to Note 4 - Disposals for discussion of impairments related to Carrabba’s Italian Grill in 2018.
|
(2)
|
Carrying values for Operating lease right-of-use assets measured using Level 3 inputs to estimate fair value totaled $6.4 million for 2019. Third-party market appraisals (Level 2) and discounted cash flow models (Level 3) were used to estimate the fair value.
|
(3)
|
Carrying values for Property, fixtures and equipment measured using Level 3 inputs to estimate fair value totaled $1.6 million and $1.9 million for 2019 and 2018, respectively. Carrying values for Property, fixtures and equipment measured using level 2 inputs to estimate fair value totaled $2.3 million, $4.6 million and $19.2 million for 2019, 2018 and 2017, respectively. Third-party market appraisals (Level 2) and discounted cash flow models (Level 3) were used to estimate the fair value. Refer to Note 5 - Impairments and Exit Costs for a more detailed discussion of impairments.
|
(4)
|
Other primarily includes goodwill related to the Company’s China subsidiary within the international segment in 2017. All assets measured using market appraisals (Level 2) to estimate the fair value.
|
|
DECEMBER 29, 2019
|
|
DECEMBER 30, 2018
|
||||||||||||
|
CARRYING VALUE
|
|
FAIR VALUE
|
|
CARRYING VALUE
|
|
FAIR VALUE
|
||||||||
(dollars in thousands)
|
|
LEVEL 2
|
|
|
LEVEL 2
|
||||||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||||||
Term loan A
|
$
|
450,000
|
|
|
$
|
450,563
|
|
|
$
|
475,000
|
|
|
$
|
464,906
|
|
Revolving credit facility
|
$
|
599,000
|
|
|
$
|
599,000
|
|
|
$
|
599,500
|
|
|
$
|
590,508
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
$
|
129,826
|
|
|
$
|
109,965
|
|
|
$
|
112,226
|
|
Foreign
|
11,864
|
|
|
(9,660
|
)
|
|
(1,089
|
)
|
|||
|
$
|
141,690
|
|
|
$
|
100,305
|
|
|
$
|
111,137
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Current provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
13,265
|
|
|
$
|
11,089
|
|
|
$
|
18,384
|
|
State
|
9,696
|
|
|
6,763
|
|
|
8,155
|
|
|||
Foreign
|
10,502
|
|
|
2,405
|
|
|
9,041
|
|
|||
|
33,463
|
|
|
20,257
|
|
|
35,580
|
|
|||
Deferred (benefit) provision:
|
|
|
|
|
|
||||||
Federal
|
(21,407
|
)
|
|
(28,772
|
)
|
|
(24,248
|
)
|
|||
State
|
(1,986
|
)
|
|
(1,335
|
)
|
|
(3,850
|
)
|
|||
Foreign
|
(2,497
|
)
|
|
617
|
|
|
47
|
|
|||
|
(25,890
|
)
|
|
(29,490
|
)
|
|
(28,051
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
7,573
|
|
|
$
|
(9,233
|
)
|
|
$
|
7,529
|
|
|
FISCAL YEAR
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Income taxes at federal statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal benefit
|
4.4
|
|
|
5.5
|
|
|
2.2
|
|
Employment-related credits, net
|
(24.7
|
)
|
|
(34.6
|
)
|
|
(27.2
|
)
|
Net changes in deferred tax valuation allowances
|
(1.6
|
)
|
|
3.9
|
|
|
3.3
|
|
Net life insurance (benefit) expense
|
(0.7
|
)
|
|
0.6
|
|
|
(0.7
|
)
|
Enhanced charitable contributions deduction
|
(0.6
|
)
|
|
(1.3
|
)
|
|
(1.7
|
)
|
Noncontrolling interests
|
(0.6
|
)
|
|
(0.9
|
)
|
|
(1.4
|
)
|
Excess tax benefits from stock-based compensation arrangements
|
(0.3
|
)
|
|
(7.1
|
)
|
|
(2.2
|
)
|
Nondeductible expenses
|
3.9
|
|
|
5.0
|
|
|
3.6
|
|
Foreign tax rate differential
|
3.2
|
|
|
(0.7
|
)
|
|
1.7
|
|
Domestic manufacturing deduction
|
—
|
|
|
(0.3
|
)
|
|
(4.6
|
)
|
Cumulative effect of the Tax Act
|
—
|
|
|
0.2
|
|
|
(3.3
|
)
|
Other, net
|
1.3
|
|
|
(0.5
|
)
|
|
2.1
|
|
Total
|
5.3
|
%
|
|
(9.2
|
)%
|
|
6.8
|
%
|
(dollars in thousands)
|
DECEMBER 29,
2019 |
|
DECEMBER 30,
2018 |
||||
Deferred income tax assets:
|
|
|
|
||||
Operating lease liabilities
|
$
|
378,518
|
|
|
$
|
—
|
|
Deferred rent
|
—
|
|
|
42,550
|
|
||
Insurance reserves
|
13,722
|
|
|
14,232
|
|
||
Unearned revenue
|
22,230
|
|
|
12,590
|
|
||
Deferred compensation
|
27,222
|
|
|
30,864
|
|
||
Net operating loss carryforwards
|
9,876
|
|
|
10,279
|
|
||
Federal tax credit carryforwards
|
115,273
|
|
|
99,591
|
|
||
Partner deposits and accrued partner obligations
|
4,449
|
|
|
4,389
|
|
||
Other, net
|
13,706
|
|
|
17,885
|
|
||
Gross deferred income tax assets
|
584,996
|
|
|
232,380
|
|
||
Less: valuation allowance
|
(14,922
|
)
|
|
(17,535
|
)
|
||
Net deferred income tax assets
|
570,074
|
|
|
214,845
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Less: operating lease right-of-use asset basis differences
|
(326,166
|
)
|
|
—
|
|
||
Less: property, fixtures and equipment basis differences
|
(65,404
|
)
|
|
(19,445
|
)
|
||
Less: intangible asset basis differences
|
(118,855
|
)
|
|
(117,200
|
)
|
||
Net deferred income tax assets
|
$
|
59,649
|
|
|
$
|
78,200
|
|
(dollars in thousands)
|
EXPIRATION DATE
|
|
AMOUNT
|
||||
Federal tax credit carryforwards
|
2026
|
-
|
2039
|
|
$
|
131,201
|
|
Foreign loss carryforwards
|
2020
|
-
|
Indefinite
|
|
$
|
41,406
|
|
Foreign tax credit carryforwards
|
Indefinite
|
|
$
|
809
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance as of beginning of year
|
$
|
25,190
|
|
|
$
|
23,663
|
|
|
$
|
19,583
|
|
Additions for tax positions taken during a prior period
|
869
|
|
|
2,461
|
|
|
4,149
|
|
|||
Reductions for tax positions taken during a prior period
|
(255
|
)
|
|
(826
|
)
|
|
(1,009
|
)
|
|||
Additions for tax positions taken during the current period
|
2,237
|
|
|
2,017
|
|
|
1,822
|
|
|||
Settlements with taxing authorities
|
(44
|
)
|
|
(682
|
)
|
|
—
|
|
|||
Lapses in the applicable statutes of limitations
|
(749
|
)
|
|
(1,390
|
)
|
|
(945
|
)
|
|||
Translation adjustments
|
(47
|
)
|
|
(53
|
)
|
|
63
|
|
|||
Balance as of end of year
|
$
|
27,201
|
|
|
$
|
25,190
|
|
|
$
|
23,663
|
|
|
OPEN AUDIT YEARS
|
||
United States - federal
|
2007
|
-
|
2018
|
United States - state
|
2001
|
-
|
2018
|
Foreign
|
2013
|
-
|
2018
|
(dollars in thousands)
|
|
||
2020
|
$
|
20,468
|
|
2021
|
11,316
|
|
|
2022
|
7,341
|
|
|
2023
|
4,216
|
|
|
2024
|
2,392
|
|
|
Thereafter
|
11,220
|
|
|
|
$
|
56,953
|
|
(dollars in thousands)
|
DECEMBER 29,
2019 |
|
DECEMBER 30,
2018 |
||||
Undiscounted reserves
|
$
|
56,953
|
|
|
$
|
60,473
|
|
Discount (1)
|
(2,635
|
)
|
|
(4,647
|
)
|
||
Discounted reserves
|
$
|
54,318
|
|
|
$
|
55,826
|
|
|
|
|
|
||||
Discounted reserves recognized in the Company’s Consolidated Balance Sheets:
|
|
|
|
||||
Accrued and other current liabilities
|
$
|
20,500
|
|
|
$
|
22,055
|
|
Other long-term liabilities, net
|
33,818
|
|
|
33,771
|
|
||
|
$
|
54,318
|
|
|
$
|
55,826
|
|
(1)
|
Discount rates of 1.61% and 2.77% were used for December 29, 2019 and December 30, 2018, respectively.
|
(1)
|
Includes franchise locations.
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Total revenues
|
|
|
|
|
|
||||||
U.S.
|
$
|
3,687,918
|
|
|
$
|
3,687,239
|
|
|
$
|
3,760,867
|
|
International
|
451,471
|
|
|
439,174
|
|
|
462,269
|
|
|||
Total revenues
|
$
|
4,139,389
|
|
|
$
|
4,126,413
|
|
|
$
|
4,223,136
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Segment income from operations
|
|
|
|
|
|
||||||
U.S.
|
$
|
311,666
|
|
|
$
|
288,959
|
|
|
$
|
289,971
|
|
International
|
44,428
|
|
|
22,001
|
|
|
28,798
|
|
|||
Total segment income from operations
|
356,094
|
|
|
310,960
|
|
|
318,769
|
|
|||
Unallocated corporate operating expense
|
(165,004
|
)
|
|
(165,707
|
)
|
|
(180,083
|
)
|
|||
Total income from operations
|
191,090
|
|
|
145,253
|
|
|
138,686
|
|
|||
Loss on extinguishment and modification of debt
|
—
|
|
|
—
|
|
|
(1,069
|
)
|
|||
Other (expense) income, net
|
(143
|
)
|
|
(11
|
)
|
|
14,912
|
|
|||
Interest expense, net
|
(49,257
|
)
|
|
(44,937
|
)
|
|
(41,392
|
)
|
|||
Income before provision (benefit) for income taxes
|
$
|
141,690
|
|
|
$
|
100,305
|
|
|
$
|
111,137
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
U.S.
|
$
|
152,881
|
|
|
$
|
158,307
|
|
|
$
|
149,976
|
|
International
|
27,491
|
|
|
26,304
|
|
|
27,796
|
|
|||
Corporate
|
16,439
|
|
|
16,982
|
|
|
14,510
|
|
|||
Total depreciation and amortization
|
$
|
196,811
|
|
|
$
|
201,593
|
|
|
$
|
192,282
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
U.S.
|
$
|
121,646
|
|
|
$
|
162,207
|
|
|
$
|
209,260
|
|
International
|
28,496
|
|
|
36,962
|
|
|
33,302
|
|
|||
Corporate
|
8,885
|
|
|
11,754
|
|
|
13,280
|
|
|||
Total capital expenditures
|
$
|
159,027
|
|
|
$
|
210,923
|
|
|
$
|
255,842
|
|
(dollars in thousands)
|
DECEMBER 29, 2019
|
|
DECEMBER 30, 2018
|
||||
Assets
|
|
|
|
||||
U.S.
|
$
|
2,941,831
|
|
|
$
|
1,841,482
|
|
International
|
462,308
|
|
|
401,557
|
|
||
Corporate
|
188,544
|
|
|
221,735
|
|
||
Total assets
|
$
|
3,592,683
|
|
|
$
|
2,464,774
|
|
(dollars in thousands)
|
DECEMBER 29, 2019
|
|
DECEMBER 30, 2018
|
||||
U.S.
|
$
|
1,023,146
|
|
|
$
|
1,107,679
|
|
International
|
|
|
|
||||
Brazil
|
113,795
|
|
|
115,560
|
|
||
Other
|
16,246
|
|
|
13,663
|
|
||
Total assets
|
$
|
1,153,187
|
|
|
$
|
1,236,902
|
|
|
FISCAL YEAR
|
||||||||||
(dollars in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
U.S.
|
$
|
3,687,918
|
|
|
$
|
3,687,239
|
|
|
$
|
3,760,867
|
|
International
|
|
|
|
|
|
||||||
Brazil
|
393,700
|
|
|
376,317
|
|
|
410,249
|
|
|||
Other
|
57,771
|
|
|
62,857
|
|
|
52,020
|
|
|||
Total revenues
|
$
|
4,139,389
|
|
|
$
|
4,126,413
|
|
|
$
|
4,223,136
|
|
2019 FISCAL QUARTERS
(dollars in thousands, except per share data) |
FIRST (1)
|
|
SECOND (1)
|
|
THIRD (1)
|
|
FOURTH (1)
|
||||||||
Total revenues
|
$
|
1,128,131
|
|
|
$
|
1,021,930
|
|
|
$
|
967,144
|
|
|
$
|
1,022,184
|
|
Income from operations
|
82,494
|
|
|
43,460
|
|
|
21,958
|
|
|
43,178
|
|
||||
Net income
|
65,649
|
|
|
29,809
|
|
|
9,373
|
|
|
29,286
|
|
||||
Net income attributable to Bloomin’ Brands
|
64,300
|
|
|
29,021
|
|
|
9,248
|
|
|
28,004
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.70
|
|
|
$
|
0.32
|
|
|
$
|
0.11
|
|
|
$
|
0.32
|
|
Diluted
|
$
|
0.69
|
|
|
$
|
0.32
|
|
|
$
|
0.11
|
|
|
$
|
0.32
|
|
2018 FISCAL QUARTERS
(dollars in thousands, except per share data) |
FIRST (2)
|
|
SECOND (2)
|
|
THIRD (2)
|
|
FOURTH (2)
|
||||||||
Total revenues
|
$
|
1,116,465
|
|
|
$
|
1,031,814
|
|
|
$
|
965,021
|
|
|
$
|
1,013,113
|
|
Income from operations
|
78,371
|
|
|
32,924
|
|
|
12,537
|
|
|
21,421
|
|
||||
Net income
|
66,137
|
|
|
26,723
|
|
|
4,253
|
|
|
12,425
|
|
||||
Net income attributable to Bloomin’ Brands
|
65,398
|
|
|
26,721
|
|
|
4,072
|
|
|
10,907
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.71
|
|
|
$
|
0.29
|
|
|
$
|
0.04
|
|
|
$
|
0.12
|
|
Diluted
|
$
|
0.68
|
|
|
$
|
0.28
|
|
|
$
|
0.04
|
|
|
$
|
0.12
|
|
(1)
|
Income from operations in the first, second, third and fourth quarters include expense of $6.0 million, $3.7 million, $3.9 million and $4.0 million, respectively, for impairments, closing costs and severance related to certain restructuring activities and the relocation of certain restaurants. Income from operations in the third and fourth quarters also include $3.8 million of gains related to the sale of certain surplus properties and $6.0 million of benefit from the recognition of certain value-added tax credits in Brazil, respectively.
|
(2)
|
Income from operations in the first, second, third and fourth quarters include expense of $4.5 million, $9.5 million, $6.9 million and $21.8 million, respectively, for impairments, closing costs and severance related to certain restructuring activities and the relocation of certain restaurants.
|
•
|
Consolidated Balance Sheets – December 29, 2019 and December 30, 2018
|
•
|
Consolidated Statements of Operations and Comprehensive Income – Fiscal years 2019, 2018, and 2017
|
•
|
Consolidated Statements of Changes in Stockholders’ Equity – Fiscal years 2019, 2018, and 2017
|
•
|
Consolidated Statements of Cash Flows – Fiscal years 2019, 2018, and 2017
|
•
|
Notes to Consolidated Financial Statements
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
|
|
|
|
|
|
3.1
|
|
|
Registration Statement on Form S-8, File No. 333-183270, filed on August 13, 2012, Exhibit 4.1
|
|
|
|
|
|
|
3.2
|
|
|
December 7, 2018 Form 8-K, Exhibit 3.1
|
|
|
|
|
|
|
4.1
|
|
|
Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 4.1
|
|
|
|
|
|
|
4.2
|
|
|
Filed herewith
|
|
|
|
|
|
|
10.1
|
|
|
December 31, 2017 Form 10-K, Exhibit 10.38
|
|
|
|
|
|
|
10.2
|
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.6
|
|
|
|
|
|
|
10.3
|
|
|
June 29, 2014 Form 10-Q, Exhibit 10.6
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
|
|
|
|
|
|
10.4
|
|
|
June 25, 2017 Form 10-Q, Exhibit 10.1
|
|
|
|
|
|
|
10.5
|
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.8
|
|
|
|
|
|
|
10.6
|
|
|
December 31, 2013 Form 10-K, Exhibit 10.28
|
|
|
|
|
|
|
10.7*
|
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.46
|
|
|
|
|
|
|
10.8*
|
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.1
|
|
|
|
|
|
|
10.9*
|
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.42
|
|
|
|
|
|
|
10.10*
|
|
|
Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 10.2
|
|
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|
|
|
|
10.11*
|
|
|
December 7, 2012 Form 8-K, Exhibit 10.2
|
|
|
|
|
|
|
10.12*
|
|
|
December 7, 2012 Form 8-K, Exhibit 10.3
|
|
|
|
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|
|
10.13*
|
|
|
December 7, 2012 Form 8-K, Exhibit 10.4
|
|
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|
|
|
|
10.14*
|
|
|
September 30, 2013 Form 10-Q, Exhibit 10.1
|
|
|
|
|
|
|
10.15*
|
|
|
September 30, 2013 Form 10-Q, Exhibit 10.2
|
|
|
|
|
|
|
10.16*
|
|
|
December 7, 2012 Form 8-K, Exhibit 10.5
|
|
|
|
|
|
|
10.17*
|
|
|
Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 10.39
|
|
|
|
|
|
|
10.18*
|
|
|
March 11, 2016 Definitive Proxy Statement
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
|
|
|
|
|
|
10.19*
|
|
|
June 26, 2016 Form 10-Q, Exhibit 10.2
|
|
|
|
|
|
|
10.20*
|
|
|
June 26, 2016 Form 10-Q, Exhibit 10.3
|
|
|
|
|
|
|
10.21*
|
|
|
June 26, 2016 Form 10-Q, Exhibit 10.4
|
|
|
|
|
|
|
10.22*
|
|
|
June 26, 2016 Form 10-Q, Exhibit 10.5
|
|
|
|
|
|
|
10.23*
|
|
|
March 26, 2017 Form 10-Q, Exhibit 10.1
|
|
|
|
|
|
|
10.24*
|
|
|
December 7, 2012 Form 8-K, Exhibit 10.1
|
|
|
|
|
|
|
10.25*
|
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.41
|
|
|
|
|
|
|
10.26*
|
|
|
March 31, 2019 Form 10-Q, Exhibit 10.2
|
|
|
|
|
|
|
10.27*
|
|
|
March 31, 2019 Form 10-Q, Exhibit 10.3
|
|
|
|
|
|
|
10.28*
|
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.29
|
|
|
|
|
|
|
10.29*
|
|
|
Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.48
|
|
|
|
|
|
|
10.30*
|
|
|
June 30, 2019 Form 10-Q, Exhibit 10.5
|
|
|
|
|
|
|
10.31*
|
|
|
December 28, 2014 Form 10-K, Exhibit 10.58
|
|
|
|
|
|
|
10.32*
|
|
|
March 27, 2016 Form 10-Q, Exhibit 10.3
|
|
|
|
|
|
|
10.33*
|
|
|
September 25, 2016 Form 10-Q, Exhibit 10.2
|
|
|
|
|
|
|
10.34*
|
|
|
March 31, 2019 Form 10-Q, Exhibit 10.1
|
|
|
|
|
|
|
10.35*
|
|
|
March 31, 2019 Form 10-Q, Exhibit 10.4
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
|
|
|
|
|
|
10.36*
|
|
|
June 30, 2019 Form 10-Q, Exhibit 10.3
|
|
|
|
|
|
|
10.37*
|
|
|
June 30, 2019 Form 10-Q, Exhibit 10.4
|
|
|
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|
|
10.38*
|
|
|
Filed herewith
|
|
|
|
|
|
|
10.39*
|
|
|
Filed herewith
|
|
|
|
|
|
|
10.40*
|
|
|
Filed herewith
|
|
|
|
|
|
|
21.1
|
|
|
Filed herewith
|
|
|
|
|
|
|
23.1
|
|
|
Filed herewith
|
|
|
|
|
|
|
31.1
|
|
|
Filed herewith
|
|
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|
|
|
|
31.2
|
|
|
Filed herewith
|
|
|
|
|
|
|
32.1
|
|
|
Filed herewith
|
|
|
|
|
|
|
32.2
|
|
|
Filed herewith
|
|
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
|
Filed herewith
|
|
Date:
|
February 26, 2020
|
Bloomin’ Brands, Inc.
|
|
|
|
|
|
|
|
By: /s/ David J. Deno
|
|
|
|
David J. Deno
Chief Executive Officer
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ David J. Deno
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
David J. Deno
|
|
|
February 26, 2020
|
|
|
|
|
|
|
/s/ Christopher Meyer
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
Christopher Meyer
|
|
|
February 26, 2020
|
|
|
|
|
|
|
/s/ Wendy A. Beck
|
|
|
|
|
Wendy A. Beck
|
|
Director
|
|
February 26, 2020
|
|
|
|
|
|
/s/ James R. Craigie
|
|
|
|
|
James R. Craigie
|
|
Director
|
|
February 26, 2020
|
|
|
|
|
|
/s/ David R. Fitzjohn
|
|
|
|
|
David R. Fitzjohn
|
|
Director
|
|
February 26, 2020
|
|
|
|
|
|
/s/ Tara Walpert Levy
|
|
|
|
|
Tara Walpert Levy
|
|
Director
|
|
February 26, 2020
|
|
|
|
|
|
/s/ John J. Mahoney
|
|
|
|
|
John J. Mahoney
|
|
Director
|
|
February 26, 2020
|
|
|
|
|
|
/s/ R. Michael Mohan
|
|
|
|
|
R. Michael Mohan
|
|
Director
|
|
February 26, 2020
|
|
|
|
|
|
/s/ Elizabeth A. Smith
|
|
|
|
|
Elizabeth A. Smith
|
|
Chairman of the Board and Director
|
|
February 26, 2020
|
1.
|
Employer will provide Employee with good and valuable consideration as specified below in return for Employee’s execution of this Release, which is intended to fully and finally resolve any and all matters between Employer and Employee, whether actual or potential, on terms that are mutually agreeable.
|
2.
|
By entering into this Release, Employer does not admit any underlying liability to Employee. Neither Employer nor Employee is entering this Release because of any wrongful acts of any kind.
|
3.
|
Employee promises and obligates himself to perform the following covenants under this Release:
|
a.)
|
Employee agrees his employment with Employer is severed effective January 26, 2020 (“Separation Date”). However, Employee shall cease performing duties on Employee’s behalf as of January 14, 2020. Employee shall remain reasonably available to Employer via telephone and e-mail through the Separation Date, for transfer of knowledge.
|
b.)
|
Acting for himself, his heirs, personal representatives, administrators and anyone claiming by or through him or them, Employee unconditionally and irrevocably releases, acquits and 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 Release.
|
i)
|
The phrases “Employer” or “Company” or “Employer and its Releasees” shall mean OS Management Inc. and all of its direct and indirect parents, (including but not limited to Bloomin’ Brands, Inc. and OSI Restaurant Partners, LLC), direct and indirect affiliates (including but not limited to Outback Steakhouse of Florida, LLC, Bonefish Grill, LLC, Carrabba’s Italian Grill, LLC, OS Prime, LLC, OS Pacific, LLC, DoorSide, LLC and OS Restaurant Services, LLC), and all of the past and present directors, officers, partners, shareholders, supervisors, employees, representatives, successors, assigns, subsidiaries, parents, and insurers of OS Management, Inc. and its parents and affiliates.
|
ii)
|
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
|
|
Page 1 of 10
|
Employee Initials: /s/ DH
|
c.)
|
Employee was granted the option to purchase 250,000 shares of the common stock of Bloomin’ Brands, Inc. (formerly Kangaroo Holdings, Inc.) (the "2014 Options") pursuant to that certain Option Agreement with a grant date of October 1, 2014 (the "2014 Option Agreement”). Employee agrees 187,000 of the 2014 Options were previously vested and exercised. The remaining 62,500 of the 2014 Options are vested and unexercised and shall remain vested and exercisable for 365 calendar days following the Separation Date. Employee agrees that as of 12:01 a.m. (Tampa time) on the 365th calendar day immediately following the Separation Date, the 2014 Option Agreement is hereby cancelled, terminated and deemed null and void ab initio.
|
d.)
|
Employee was granted the option to purchase 26,471 shares of the common stock of Bloomin’ Brands, Inc. (formerly Kangaroo Holdings, Inc.) (the "2015 Options") pursuant to that certain Option Agreement with a grant date of February 26, 2015 (the "2015 Option Agreement”). Employee agrees all 26,471 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 that as of 12:01 a.m. (Tampa time) on the 365th calendar day immediately following the Separation
|
|
Page 2 of 10
|
Employee Initials: /s/ DH
|
e.)
|
Employee was granted the option to purchase 31,335 shares of the common stock of Bloomin’ Brands, Inc. (formerly Kangaroo Holdings, Inc.) (the "2016 Options") pursuant to that certain Option Agreement with a grant date of February 25, 2016 (the "2016 Option Agreement”). Employee agrees 15,667 shares of the 2016 Options were previously vested and exercised. Employees agrees 7,834 shares of the 2016 Options are vested and unexercised and shall remain vested and exercisable for 365 calendar days following the Separation Date. Employee agrees the remaining 7,834 shares of the 2016 Options are unvested and hereby forfeited, cancelled, terminated and deemed null and void ab initio. Employee agrees that as of 12:01 a.m. (Tampa time) on the 365th calendar day immediately following the Separation Date, the 2016 Option Agreement is hereby cancelled, terminated and deemed null and void ab initio.
|
f.)
|
Employee was granted the option to purchase 32,080 shares of the common stock of Bloomin’ Brands, Inc. (formerly Kangaroo Holdings, Inc.) (the "2017 Options") pursuant to that certain Option Agreement with a grant date of February 24, 2017 (the "2017 Option Agreement”). Employee agrees 8,020 shares of the 2017 Options were previously vested and exercised. Employee agrees 8,020 shares of the 2017 Options are vested and unexercised and shall remain vested and exercisable for 365 calendar days following the Separation Date. Employee agrees the remaining 16,040 shares of the 2017 Options are unvested and hereby forfeited, cancelled, terminated and deemed null and void ab initio. Employee agrees that as of 12:01 a.m. (Tampa time) on the 365th calendar day immediately following the Separation Date, the 2017 Option Agreement is hereby cancelled, terminated and deemed null and void ab initio.
|
g.)
|
Employee was granted the option to purchase 22,284 shares of the common stock of Bloomin’ Brands, Inc. (formerly Kangaroo Holdings, Inc.) (the "2018 Options") pursuant to that certain Option Agreement with a grant date of February 23, 2018 (the "2018 Option Agreement”). Employee agrees 5,571 shares of the 2018 Options are vested and unexercised and shall remain vested and exercisable for 365 calendar days following the Separation Date. Employee agrees the remaining 16,713 shares of the 2018 Options are unvested and hereby forfeited, cancelled, terminated and deemed null and void ab initio. Employee agrees that as of 12:01 a.m. (Tampa time) on the 365th calendar day immediately following the Separation Date, the 2018 Option Agreement is hereby cancelled, terminated and deemed null and void ab initio.
|
h.)
|
Employee was granted the option to purchase 27,883 shares of the common stock of Bloomin’ Brands, Inc. (formerly Kangaroo Holdings, Inc.) (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
|
|
Page 3 of 10
|
Employee Initials: /s/ DH
|
i.)
|
Employee was awarded 13,442 Bloomin’ Brands, Inc. (formerly Kangaroo Holdings, Inc.) 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 10,081 of the 2016 Restricted stock units were previously vested and distributed. Employee agrees 3,361 of the 2016 Restricted stock units are unvested and hereby forfeited, canceled, terminated and deemed null and void ab initio. The 2016 Restricted Stock Agreement is hereby forfeited, cancelled, terminated and deemed null and void ab initio.
|
j.)
|
Employee was awarded 13,467 Bloomin’ Brands, Inc. (formerly Kangaroo Holdings, Inc.) 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 6,733 of the 2017 Restricted stock units were previously vested and distributed. Employee agrees 6,734 of the 2017 Restricted stock units are unvested and hereby forfeited, canceled, terminated and deemed null and void ab initio. The February 2017 Restricted Stock Agreement is hereby forfeited, cancelled, terminated and deemed null and void ab initio.
|
k.)
|
Employee was awarded 9,516 Bloomin’ Brands, Inc. (formerly Kangaroo Holdings, Inc.) 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 2,379 of the 2018 Restricted stock units were previously vested and distributed. Employee agrees 7,137 of the 2018 Restricted stock units are unvested and hereby forfeited, canceled, terminated and deemed null and void ab initio. The February 2018 Restricted Stock Agreement is hereby forfeited, cancelled, terminated and deemed null and void ab initio.
|
l.)
|
Employee was awarded 10,731 Bloomin’ Brands, Inc. (formerly Kangaroo Holdings, Inc.) 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 none of the 2019 Restricted stock units are vested and all are hereby forfeited, canceled, terminated and deemed null and void ab initio. The February 2019 Restricted Stock Agreement is hereby forfeited, cancelled, terminated and deemed null and void ab initio.
|
m.)
|
Employee was awarded 9,915 Bloomin’ Brands, Inc. (formerly Kangaroo Holdings, Inc.) Performance Share Units awards (the "2017 Performance Share Units") pursuant to that certain Performance Share Units Agreement with a grant date of February 24, 2017 (the "2017 Performance Share Units Agreement"). Employee agrees none of the 2017 Performance Share Units awards are vested and all are hereby forfeited, cancelled, terminated and deemed null and void. The 2017
|
|
Page 4 of 10
|
Employee Initials: /s/ DH
|
n.)
|
Employee was awarded 7,029 Bloomin’ Brands, Inc. (formerly Kangaroo Holdings, Inc.) Performance Share Units awards (the "2018 Performance Share Units") pursuant to that certain Performance Share Units Agreement with a grant date of February 23, 2018 (the "2018 Performance Share Units Agreement"). Employee agrees none of the 2018 Performance Share Units awards are vested and all are hereby forfeited, cancelled, terminated and deemed null and void. The 2018 Performance Share Units Agreement is hereby forfeited, cancelled, terminated and deemed null and void ab initio.
|
o.)
|
Employee was awarded 8,048 Bloomin’ Brands, Inc. (formerly Kangaroo Holdings, Inc.) Performance Share Units awards (the "2019 Performance Share Units") pursuant to that certain Performance Share Units Agreement with a grant date of February 19, 2019 (the "2019 Performance Share Units Agreement"). Employee agrees none of the 2019 Performance Share Units awards are vested and all are hereby forfeited, cancelled, terminated and deemed null and void. The 2019 Performance Share Units Agreement is hereby forfeited, cancelled, terminated and deemed null and void ab initio.
|
p.)
|
Employee waives and relinquishes any rights that Employee may have to claim reimbursement from Employer and its Releasees 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 herein.
|
q.)
|
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 Release 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 Release, nothing in this Release 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.
|
|
Page 5 of 10
|
Employee Initials: /s/ DH
|
r.)
|
Employee agrees that he will preserve the confidentiality of this Release and not discuss or disclose its existence, substance, or contents to anyone other than his spouse, attorney, accountant, or tax advisors, except as compelled or authorized by law. Employee further agrees that he will not at any time, disclose, use, or communicate to any person or entity, whether directly or indirectly, any Confidential Information obtained by the Employee during the term of Employee's employment with Employer, unless (i) such disclosure or communication is compelled by law, or (ii) Employee has received specific written authorization in advance from Employer prior to the disclosure, use, or communication. Confidential Information shall mean any information regarding, affecting, or relating to the clients, operations, or business of Employer that is treated as confidential by Employer and that is not generally known by or otherwise available to third parties.
|
s.)
|
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 Release.
|
t.)
|
If Employee is asked to discuss the subjects prohibited by subparagraphs 3(r) and (s) above, Employee is authorized to respond as follows:
|
u.)
|
For a two-year period commencing on the date Employee executes this Agreement, Employee shall not, individually or jointly with others, offer employment to, or hire, any employee of Employer, their franchisees or affiliates, or otherwise solicit or induce, directly or indirectly, any employee of Employer, their franchisees or affiliates to terminate their employment. 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.
|
v.)
|
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.
|
w.)
|
Employee agrees this Release 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.
|
x.)
|
Employee shall comply with all other terms of this Release as provided for herein.
|
|
Page 6 of 10
|
Employee Initials: /s/ DH
|
4.
|
As consideration for the promises made by Employee in this Release, Employer promises and obligates itself to perform the following covenants under this Release:
|
a.)
|
Employer shall pay Employee a lump sum severance payment in the gross amount of $1,500,000, less legal deductions and withholdings.
|
b.)
|
Employer shall pay Employee a lump sum of $16,500 to reimburse Employee for 12 months continuing coverage of his benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”).
|
c.)
|
As additional consideration for this Release, Employer will provide Employee with outplacement services with Challenger, Gray & Christmas for a period of up to 12 months, to be used consecutively, beginning after the expiration of the Revocation Period referenced in paragraph 6 below.
|
d.)
|
Employer will not contest any claim for unemployment benefits related to Employee’s employment with Employer ended on the Separation Date.
|
e.)
|
Employer shall send the payments described in paragraphs 4(a) and 4(b) above to Employee’s home address within 10 days after the expiration of the Revocation Period referenced in paragraph 6 below.
|
f.)
|
Employer shall comply with all other terms of this Release as provided for herein.
|
5.
|
Employee shall have a period of 21 calendar days (“the Consideration Period”) from the date he is presented with this Release to consider the Release’s terms and consequences before executing the Release. Employee is not required to let the full Consideration Period elapse before executing the Release; the Release may be executed on any date within the Consideration Period.
|
6.
|
Employee and Employer agree that Employee may revoke the Release for any reason at any time during the seven calendar days immediately following Employee’s execution of the Release ("the Revocation Period"). To revoke this Release, Employee must cause written notice of his intent to revoke this Release 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 Release shall not become effective or enforceable until the Revocation Period has expired without such notice having been delivered to Employer in the specified manner.
|
7.
|
Employee agrees that each of the following statements is truthful and accurate:
|
a.)
|
Employee is of sound mind and body.
|
b.)
|
Employee has sufficient education and experience to make choices for himself that may affect his legal rights.
|
c.)
|
Employee has full legal capacity to make decisions for himself.
|
|
Page 7 of 10
|
Employee Initials: /s/ DH
|
d.)
|
Employee is aware that this Release has significant legal consequences.
|
e.)
|
Employee has been advised to consider consulting with an attorney of his choice prior to signing this Release.
|
f.)
|
Employee has decided to sign this Release of his own free will, and his decision to sign this Release has not been unduly influenced or controlled by any mental or emotional impairment or condition.
|
g.)
|
Employee is not executing this Release because of any duress or coercion imposed on him by anyone.
|
h.)
|
Employee acknowledges that he has not compromised any claim for unpaid wages under the Fair Labor Standards Act as he has received full compensation for all hours worked, at the appropriate rate of pay, and no other wages, overtime, compensation, benefits, or other amounts are due and owing.
|
8.
|
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 within his power to dispose of. Employee represents that he does not have any pending lawsuits, claims, or actions against Employer and its Releasees, or that if he does, he has fully disclosed such lawsuits, claims, or actions to Employer prior to executing this Release. Employee further represents that he has not suffered any injuries, illnesses, or accidents in the course of his employment other than those he has previously disclosed to Employer, and that any previously disclosed injuries, illnesses, or accidents are included within the scope of the claims settled by this Release.
|
9.
|
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.
|
10.
|
Commencing on the Separation Date, Employee shall not, individually or jointly with others, directly or indirectly, whether for Employee’s own account or for any other person or entity, engage in or own or hold any ownership interest in any of the following companies, or any franchisee of those companies: Brinker International, Cheesecake Factory, Chipotle Mexican Grill, Cracker Barrel, Darden Restaurants, Dine Brands Global, Domino’s Pizza, Jack in the Box, Texas Roadhouse, Wendy’s, YUM! Brands. Employee shall not 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 of the aforementioned companies for a continuous period of twelve months. It shall not be a violation for Employee to own a one percent (1%) or smaller interest in any corporation required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended or successor statute.
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Page 8 of 10
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Employee Initials: /s/ DH
|
11.
|
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 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.
|
12.
|
Any and all prior understandings or agreements between Employee and Employer with respect to the subject matter of this Release are merged into this Release, which fully and completely expresses the entire agreement and understanding of the parties with respect to the subject matter hereof. Notwithstanding this provision, this Release 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 Release 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 Release.
|
13.
|
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 Release, including as related to the non-solicitation provision.
|
14.
|
This Release cannot be orally amended, modified, or changed. No change, amendment, or modification to the terms of this Release shall be valid unless such change, amendment, or modification is memorialized in a written agreement between the parties that expressly references this Release 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.
|
15.
|
This Release 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 Release by either party, the other party shall be entitled to seek enforcement of this Release 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 Release. This Release 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 Release.
|
16.
|
At the conclusion of any litigation or dispute arising out of or related to this Release, the prevailing party may recover, in addition to damages, the costs and fees (including
|
|
Page 9 of 10
|
Employee Initials: /s/ DH
|
17.
|
The language of all parts of this Release 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 Release, the singular or plural shall be deemed to include the other whenever the context so indicates or requires.
|
18.
|
Should any provision of this Release 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 Release.
|
19.
|
The parties agree that a true copy of this Release 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.
|
PLEASE READ CAREFULLY. THIS GENERAL RELEASE INCLUDES
|
A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
|
Executed at Tampa, Florida this 28th day of January, 2020.
|
|||
|
|
|
|
/s/ Amy Herlihy
|
/s/ Donagh Herlihy
|
||
Witness
|
|
Donagh M. Herlihy, Employee
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|
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Executed at Tampa, Florida this 28th day of February, 2020.
|
|||
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|
|
EMPLOYER
|
|
|
|
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/s/ Pablo Brizi
|
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By: /s/ Kelly Lefferts
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Witness
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Title: Chief Legal Officer
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Page 10 of 10
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Employee Initials: /s/ DH
|
THE COMPANY:
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|
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BLOOMIN’ BRANDS, INC.
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|
|
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By: /s/ Elizabeth Smith
|
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THE EXECUTIVE
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/s/ Elizabeth Smith
|
|
Elizabeth A. Smith
|
|
•
|
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
|
1.
|
Restrictive Covenant - Non-competition
|
2.
|
Restrictive Covenant - Non-disclosure; Non-solicitation; Non-piracy
|
/s/ Gregg Scarlett
|
|
2/14/20
|
Gregg Scarlett
|
|
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).
|
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.
|
(i)
|
a material diminution in the nature and scope of your responsibilities, duties or authority (any diminution of the business of the Company shall not constitute Good Reason);
|
(ii)
|
a material diminution by the Company in your current base salary and/or your annual bonus potential other than as part of an across-the-board reduction that results in a proportional reduction to you substantially equivalent to that of other employees that are designated at the same level as you;
|
(iii)
|
a removal from, or failure to continue in, the your current position, unless you are offered another position that is no less favorable than your current position in terms of compensation (compensation for these purposes meaning base salary and participation in annual bonus and long-term incentive programs); or
|
(iv)
|
an actual relocation of your principal office to another location more than fifty (50) miles from your current office location and such office relocation results in a material increase in your length of commute; provided that no finding of Good Reason shall be effective unless and until you have provided the Company, within sixty (60) calendar days of the date when the you became aware, or
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SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
Annapolis Outback, Inc.
|
|
MD
|
BBI International Holdings, Inc.
|
|
FL
|
BBI Ristorante Italiano, LLC
|
|
FL
|
Bel Air Outback, Inc.
|
|
MD
|
BFG Nebraska, Inc.
|
|
FL
|
BFG New Jersey Services, Limited Partnership
|
|
FL
|
BFG Oklahoma, Inc.
|
|
FL
|
BFG Pennsylvania Services, Ltd
|
|
FL
|
BFG/FPS of Marlton Partnership
|
|
FL
|
Bloom Brands Holdings I C.V.
|
|
NL
|
Bloom Brands Holdings II C.V.
|
|
NL
|
Bloom Group Holdings B.V.
|
|
NL
|
Bloom Group Holdings II, B.V.
|
|
NL
|
Bloom Group Holdings III C.V.
|
|
NL
|
Bloom Group Restaurants, B.V.
|
|
NL
|
Bloom Group Restaurants, LLC
|
|
FL
|
Bloom No.1 Limited
|
|
HK
|
Bloom No.2 Limited
|
|
HK
|
Bloom Participações, Ltda.
|
|
BR
|
Bloom Restaurantes Brasil S.A.
|
|
BR
|
Bloomin’ Brands Gift Card Services, LLC
|
|
FL
|
Bloomin’ Brands International, LLC
|
|
FL
|
Bloomin Hong Kong Limited
|
|
HK
|
Bloomin Puerto Rico L.P.
|
|
CI
|
Bonefish Baltimore County, LLC
|
|
MD
|
Bonefish Beverages, LLC
|
|
TX
|
Bonefish Brandywine, LLC
|
|
MD
|
Bonefish Designated Partner, LLC
|
|
DE
|
Bonefish Grill International, LLC
|
|
FL
|
Bonefish Grill, LLC
|
|
FL
|
Bonefish Holdings, LLC
|
|
TX
|
Bonefish Kansas LLC
|
|
KS
|
Bonefish of Bel Air, LLC
|
|
MD
|
Bonefish of Gaithersburg, Inc.
|
|
MD
|
Bonefish/Anne Arundel, LLC
|
|
MD
|
Bonefish/Asheville, Limited Partnership
|
|
FL
|
Bonefish/Carolinas, Limited Partnership
|
|
FL
|
Bonefish/Centreville, Limited Partnership
|
|
FL
|
Bonefish/Columbus-I, Limited Partnership
|
|
FL
|
Bonefish/Crescent Springs, Limited Partnership
|
|
FL
|
Bonefish/Fredericksburg, Limited Partnership
|
|
FL
|
Bonefish/Glen Burnie, LLC
|
|
MD
|
Bonefish/Greensboro, Limited Partnership
|
|
FL
|
Bonefish/Hyde Park, Limited Partnership
|
|
FL
|
Bonefish/Newport News, Limited Partnership
|
|
FL
|
Bonefish/Richmond, Limited Partnership
|
|
FL
|
Bonefish/Southern Virginia, Limited Partnership
|
|
FL
|
Bonefish/Virginia, Limited Partnership
|
|
FL
|
Carrabba’s Designated Partner, LLC
|
|
DE
|
SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
Carrabba’s Italian Grill of Howard County, Inc.
|
|
MD
|
Carrabba’s Italian Grill of Overlea, Inc.
|
|
MD
|
Carrabba’s Italian Grill, LLC
|
|
FL
|
Carrabba’s Kansas LLC
|
|
KS
|
Carrabba’s of Bowie, LLC
|
|
MD
|
Carrabba’s of Germantown, Inc.
|
|
MD
|
Carrabba’s of Ocean City, Inc.
|
|
MD
|
Carrabba’s of Pasadena, Inc.
|
|
MD
|
Carrabba’s of Waldorf, Inc.
|
|
MD
|
Carrabba’s/Birmingham 280, Limited Partnership
|
|
FL
|
Carrabba’s/DC-I, Limited Partnership
|
|
FL
|
CIGI Beverages of Texas, LLC
|
|
TX
|
CIGI Florida Services, Ltd
|
|
FL
|
CIGI Holdings, LLC
|
|
TX
|
CIGI Nebraska, Inc.
|
|
FL
|
CIGI Oklahoma, Inc.
|
|
FL
|
CIGI/BFG of East Brunswick Partnership
|
|
FL
|
DoorSide, LLC
|
|
FL
|
Dutch Holdings I, LLC
|
|
FL
|
Dutch Holdings II, LLC
|
|
FL
|
Fleming’s Beverages, LLC
|
|
TX
|
Fleming’s International, LLC
|
|
FL
|
Fleming’s of Baltimore, LLC
|
|
MD
|
Flemings Restaurantes do Brasil Ltda.
|
|
BR
|
Fleming’s/Outback Holdings, LLC
|
|
TX
|
FPS NEBRASKA, INC.
|
|
FL
|
FPS Oklahoma, Inc.
|
|
FL
|
Frederick Outback, Inc.
|
|
MD
|
Hagerstown Outback, Inc.
|
|
MD
|
New Private Restaurant Properties, LLC
|
|
DE
|
OBTex Holdings, LLC
|
|
TX
|
Ocean City Outback, Inc.
|
|
MD
|
OS Management, Inc.
|
|
FL
|
OS Niagara Falls, LLC
|
|
FL
|
OS Prime, LLC
|
|
FL
|
OS Realty, LLC
|
|
FL
|
OS Restaurant Services, LLC
|
|
FL
|
OS Southern, LLC
|
|
FL
|
OS Tropical, LLC
|
|
FL
|
OSF Florida Services, Ltd
|
|
FL
|
OSF Nebraska, Inc.
|
|
FL
|
OSF New Jersey Services, Limited Partnership
|
|
FL
|
OSF New York Services, Limited Partnership
|
|
FL
|
OSF North Carolina Services, Ltd
|
|
FL
|
OSF Oklahoma, Inc.
|
|
FL
|
OSF Pennsylvania Services, Ltd
|
|
FL
|
OSF South Carolina Services, Ltd
|
|
FL
|
OSF Virginia Services, Limited Partnership
|
|
FL
|
OSF/BFG of Deptford Partnership
|
|
FL
|
SUBSIDIARY NAME
|
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
OSF/BFG of Lawrenceville Partnership
|
|
FL
|
OSF/CIGI of Evesham Partnership
|
|
FL
|
OSI China Venture
|
|
CI
|
OSI HoldCo, Inc.
|
|
DE
|
OSI HoldCo I, Inc.
|
|
DE
|
OSI HoldCo II, Inc.
|
|
DE
|
OSI International, LLC
|
|
FL
|
OSI Restaurant Partners, LLC
|
|
DE
|
OSI/Fleming’s, LLC
|
|
DE
|
Outback & Carrabba’s of New Mexico, Inc.
|
|
NM
|
Outback Alabama, Inc.
|
|
AL
|
Outback Beverages of Texas, LLC
|
|
TX
|
Outback Designated Partner, LLC
|
|
DE
|
Outback Kansas LLC
|
|
KS
|
Outback of Aspen Hill, Inc.
|
|
MD
|
Outback of Calvert County, Inc.
|
|
MD
|
Outback of Conway, Inc.
|
|
AR
|
Outback of Germantown, Inc.
|
|
MD
|
Outback of La Plata, Inc.
|
|
MD
|
Outback of Laurel, LLC
|
|
MD
|
Outback of Waldorf, Inc.
|
|
MD
|
Outback Philippines Development Holdings Corporation
|
|
PI
|
Outback Puerto Rico Designated Partner, LLC
|
|
DE
|
Outback Steakhouse International Investments, Co.
|
|
CI
|
Outback Steakhouse International, L.P.
|
|
GA
|
Outback Steakhouse International, LLC
|
|
FL
|
Outback Steakhouse of Bowie, Inc.
|
|
MD
|
Outback Steakhouse of Canton, Inc.
|
|
MD
|
Outback Steakhouse of Florida, LLC
|
|
FL
|
Outback Steakhouse of Howard County, Inc.
|
|
MD
|
Outback Steakhouse of Jonesboro, Inc.
|
|
AR
|
Outback Steakhouse of Salisbury, Inc.
|
|
MD
|
Outback Steakhouse of St. Mary’s County, Inc.
|
|
MD
|
Outback Steakhouse Restaurantes Brasil, S.A. (f/k/a Bloom Holdco)
|
|
BR
|
Outback Steakhouse West Virginia, Inc.
|
|
WV
|
Outback/Carrabba’s Partnership
|
|
FL
|
Outback/Fleming’s Designated Partner, LLC
|
|
DE
|
Outback/Hampton, Limited Partnership
|
|
FL
|
Outback/Stone-II, Limited Partnership
|
|
FL
|
Outback-Carrabba’s of Hunt Valley, Inc.
|
|
MD
|
Owings Mills Incorporated
|
|
MD
|
Perry Hall Outback, Inc.
|
|
MD
|
Prince George’s County Outback, Inc.
|
|
MD
|
Private Restaurant Master Lessee, LLC
|
|
DE
|
Snyderman Restaurant Group Inc
|
|
NJ
|
Williamsburg Square Joint Venture
|
|
PA
|
Xuanmei Food and Beverage (Shanghai) Co., Ltd.
|
|
CN
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
February 26, 2020
|
/s/ David J. Deno
|
|
|
David J. Deno
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
February 26, 2020
|
/s/ Christopher Meyer
|
|
|
Christopher Meyer
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report.
|
Date:
|
February 26, 2020
|
/s/ David J. Deno
|
|
|
David J. Deno
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report.
|
Date:
|
February 26, 2020
|
/s/ Christopher Meyer
|
|
|
Christopher Meyer
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|