|
|
|
|
|
(Mark One)
|
|
||
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
|
For the quarterly period ended
|
March 29, 2020
|
|
|
or
|
||
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
|
For the transition period from ______ to ______
|
Delaware
|
|
20-8023465
|
(State or other jurisdiction of incorporation or organization)
|
|
(IRS Employer Identification No.)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
Common Stock
|
$0.01 par value
|
|
BLMN
|
|
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
|
|
|
|
|
|
Page No.
|
|
|
|
|
Item 1.
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
MARCH 29, 2020
|
|
DECEMBER 29, 2019
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
403,395
|
|
|
$
|
67,145
|
|
Inventories
|
68,087
|
|
|
86,861
|
|
||
Other current assets, net
|
100,964
|
|
|
186,462
|
|
||
Total current assets
|
572,446
|
|
|
340,468
|
|
||
Property, fixtures and equipment, net
|
996,091
|
|
|
1,036,077
|
|
||
Operating lease right-of-use assets
|
1,249,750
|
|
|
1,266,548
|
|
||
Goodwill
|
282,628
|
|
|
288,439
|
|
||
Intangible assets, net
|
468,082
|
|
|
470,615
|
|
||
Deferred income tax assets, net
|
95,870
|
|
|
73,426
|
|
||
Other assets, net
|
101,734
|
|
|
117,110
|
|
||
Total assets
|
$
|
3,766,601
|
|
|
$
|
3,592,683
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
141,221
|
|
|
$
|
174,877
|
|
Accrued and other current liabilities
|
378,357
|
|
|
391,451
|
|
||
Unearned revenue
|
289,085
|
|
|
369,282
|
|
||
Current portion of long-term debt
|
29,367
|
|
|
26,411
|
|
||
Total current liabilities
|
838,030
|
|
|
962,021
|
|
||
Non-current operating lease liabilities
|
1,281,372
|
|
|
1,279,051
|
|
||
Deferred income tax liabilities
|
9,151
|
|
|
13,777
|
|
||
Long-term debt, net
|
1,389,273
|
|
|
1,022,293
|
|
||
Other long-term liabilities, net
|
148,632
|
|
|
138,060
|
|
||
Total liabilities
|
3,666,458
|
|
|
3,415,202
|
|
||
Commitments and contingencies (Note 18)
|
|
|
|
|
|
||
Stockholders’ equity
|
|
|
|
||||
Bloomin’ Brands stockholders’ equity
|
|
|
|
||||
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of March 29, 2020 and December 29, 2019
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 475,000,000 shares authorized; 87,416,867 and 86,945,869 shares issued and outstanding as of March 29, 2020 and December 29, 2019, respectively
|
874
|
|
|
869
|
|
||
Additional paid-in capital
|
1,074,081
|
|
|
1,094,338
|
|
||
Accumulated deficit
|
(793,992
|
)
|
|
(755,089
|
)
|
||
Accumulated other comprehensive loss
|
(189,013
|
)
|
|
(169,776
|
)
|
||
Total Bloomin’ Brands stockholders’ equity
|
91,950
|
|
|
170,342
|
|
||
Noncontrolling interests
|
8,193
|
|
|
7,139
|
|
||
Total stockholders’ equity
|
100,143
|
|
|
177,481
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,766,601
|
|
|
$
|
3,592,683
|
|
|
|||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
THIRTEEN WEEKS ENDED
|
||||||
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Revenues
|
|
|
|
||||
Restaurant sales
|
$
|
996,237
|
|
|
$
|
1,111,642
|
|
Franchise and other revenues
|
12,100
|
|
|
16,489
|
|
||
Total revenues
|
1,008,337
|
|
|
1,128,131
|
|
||
Costs and expenses
|
|
|
|
|
|
||
Cost of sales
|
319,693
|
|
|
352,111
|
|
||
Labor and other related
|
309,269
|
|
|
319,015
|
|
||
Other restaurant operating
|
246,555
|
|
|
250,854
|
|
||
Depreciation and amortization
|
48,268
|
|
|
49,482
|
|
||
General and administrative
|
84,802
|
|
|
70,589
|
|
||
Provision for impaired assets and restaurant closings
|
41,318
|
|
|
3,586
|
|
||
Total costs and expenses
|
1,049,905
|
|
|
1,045,637
|
|
||
(Loss) income from operations
|
(41,568
|
)
|
|
82,494
|
|
||
Other expense, net
|
(793
|
)
|
|
(168
|
)
|
||
Interest expense, net
|
(11,708
|
)
|
|
(11,181
|
)
|
||
(Loss) income before (benefit) provision for income taxes
|
(54,069
|
)
|
|
71,145
|
|
||
(Benefit) provision for income taxes
|
(19,655
|
)
|
|
5,496
|
|
||
Net (loss) income
|
(34,414
|
)
|
|
65,649
|
|
||
Less: net income attributable to noncontrolling interests
|
197
|
|
|
1,349
|
|
||
Net (loss) income attributable to Bloomin’ Brands
|
(34,611
|
)
|
|
64,300
|
|
||
Redemption of preferred stock in excess of carrying value
|
(3,496
|
)
|
|
—
|
|
||
Net (loss) income attributable to common stockholders
|
$
|
(38,107
|
)
|
|
$
|
64,300
|
|
|
|
|
|
||||
Net (loss) income
|
$
|
(34,414
|
)
|
|
$
|
65,649
|
|
Other comprehensive (loss) income:
|
|
|
|
||||
Foreign currency translation adjustment
|
(7,961
|
)
|
|
5,755
|
|
||
Unrealized loss on derivatives, net of tax
|
(13,336
|
)
|
|
(4,381
|
)
|
||
Reclassification of adjustment for loss (gain) on derivatives included in Net (loss) income, net of tax
|
1,396
|
|
|
(364
|
)
|
||
Comprehensive (loss) income
|
(54,315
|
)
|
|
66,659
|
|
||
Less: comprehensive (loss) income attributable to noncontrolling interests
|
(467
|
)
|
|
1,257
|
|
||
Comprehensive (loss) income attributable to Bloomin’ Brands
|
$
|
(53,848
|
)
|
|
$
|
65,402
|
|
|
|
|
|
||||
(Loss) earnings per share attributable to common stockholders:
|
|
|
|
||||
Basic
|
$
|
(0.44
|
)
|
|
$
|
0.70
|
|
Diluted
|
$
|
(0.44
|
)
|
|
$
|
0.69
|
|
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
87,129
|
|
|
91,415
|
|
||
Diluted
|
87,129
|
|
|
92,661
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|||||||||||||||||||||
|
COMMON STOCK
|
|
ADDITIONAL PAID-IN CAPITAL
|
|
ACCUM-
ULATED DEFICIT |
|
ACCUMULATED OTHER
COMPREHENSIVE LOSS |
|
NON-CONTROLLING INTERESTS
|
|
TOTAL
|
|||||||||||||||
|
SHARES
|
|
AMOUNT
|
|
|
|
|
|
||||||||||||||||||
Balance, December 29, 2019
|
86,946
|
|
|
$
|
869
|
|
|
$
|
1,094,338
|
|
|
$
|
(755,089
|
)
|
|
$
|
(169,776
|
)
|
|
$
|
7,139
|
|
|
$
|
177,481
|
|
Cumulative-effect from a change in accounting principle, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,292
|
)
|
|
—
|
|
|
—
|
|
|
(4,292
|
)
|
||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,611
|
)
|
|
—
|
|
|
197
|
|
|
(34,414
|
)
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,754
|
)
|
|
(147
|
)
|
|
(19,901
|
)
|
||||||
Cash dividends declared, $0.20 per common share
|
—
|
|
|
—
|
|
|
(17,480
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,480
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,289
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,289
|
|
||||||
Consideration for preferred stock in excess of carrying value, net of tax
|
—
|
|
|
—
|
|
|
(3,496
|
)
|
|
—
|
|
|
517
|
|
|
1,261
|
|
|
(1,718
|
)
|
||||||
Common stock issued under stock plans (1)
|
471
|
|
|
5
|
|
|
(2,513
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,508
|
)
|
||||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(310
|
)
|
|
(310
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
53
|
|
||||||
Balance, March 29, 2020
|
87,417
|
|
|
$
|
874
|
|
|
$
|
1,074,081
|
|
|
$
|
(793,992
|
)
|
|
$
|
(189,013
|
)
|
|
$
|
8,193
|
|
|
$
|
100,143
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|||||||||||||||||||||
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
64,300
|
|
|
—
|
|
|
1,349
|
|
|
65,649
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,102
|
|
|
(92
|
)
|
|
1,010
|
|
||||||
Cash dividends declared, $0.10 per common share
|
—
|
|
|
—
|
|
|
(9,140
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,140
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
|
|
3,993
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,993
|
|
|||||||
Common stock issued under stock plans (1)
|
375
|
|
|
3
|
|
|
(3,089
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,086
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,429
|
)
|
|
(2,429
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
264
|
|
|
264
|
|
||||||
Balance, March 31, 2019
|
91,647
|
|
|
$
|
916
|
|
|
$
|
1,099,346
|
|
|
$
|
(714,425
|
)
|
|
$
|
(141,653
|
)
|
|
$
|
8,179
|
|
|
$
|
252,363
|
|
(1)
|
Net of forfeitures and shares withheld for employee taxes.
|
|
THIRTEEN WEEKS ENDED
|
||||||
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Cash flows provided by operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(34,414
|
)
|
|
$
|
65,649
|
|
Adjustments to reconcile Net (loss) income to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
48,268
|
|
|
49,482
|
|
||
Amortization of deferred discounts and issuance costs
|
634
|
|
|
634
|
|
||
Amortization of deferred gift card sales commissions
|
9,090
|
|
|
8,407
|
|
||
Provision for impaired assets and restaurant closings
|
41,318
|
|
|
3,586
|
|
||
Non-cash operating lease costs
|
19,253
|
|
|
17,814
|
|
||
Provision for expected credit losses and contingent lease liabilities
|
7,522
|
|
|
—
|
|
||
Inventory obsolescence and spoilage
|
5,291
|
|
|
—
|
|
||
Stock-based and other non-cash compensation expense
|
3,289
|
|
|
6,035
|
|
||
Deferred income tax benefit
|
(10,940
|
)
|
|
(501
|
)
|
||
Loss on sale of a business or subsidiary
|
—
|
|
|
167
|
|
||
Loss on disposal of property, fixtures and equipment
|
796
|
|
|
7
|
|
||
Other, net
|
1,655
|
|
|
(667
|
)
|
||
Change in assets and liabilities
|
(63,471
|
)
|
|
(66,730
|
)
|
||
Net cash provided by operating activities
|
28,291
|
|
|
83,883
|
|
||
Cash flows used in investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(34,229
|
)
|
|
(44,710
|
)
|
||
Other investments, net
|
(569
|
)
|
|
2,690
|
|
||
Net cash used in investing activities
|
$
|
(34,798
|
)
|
|
$
|
(42,020
|
)
|
|
|
|
|
||||
|
(CONTINUED...)
|
|
|||||
|
|
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Cash flows provided by (used in) financing activities:
|
|
|
|
||||
Repayments of long-term debt
|
$
|
(6,657
|
)
|
|
$
|
(7,428
|
)
|
Proceeds from borrowings on revolving credit facilities, net
|
505,000
|
|
|
148,200
|
|
||
Repayments of borrowings on revolving credit facilities
|
(129,000
|
)
|
|
(152,300
|
)
|
||
Payments of taxes from share-based compensation, net
|
(2,508
|
)
|
|
(3,086
|
)
|
||
Distributions to noncontrolling interests
|
(310
|
)
|
|
(2,429
|
)
|
||
Contributions from noncontrolling interests
|
53
|
|
|
264
|
|
||
Purchase of limited partnership and noncontrolling interests
|
(57
|
)
|
|
—
|
|
||
Payments for partner equity plan
|
(5,701
|
)
|
|
(5,460
|
)
|
||
Cash dividends paid on common stock
|
(17,480
|
)
|
|
(9,140
|
)
|
||
Redemption of subsidiary preferred stock
|
(1,007
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
342,333
|
|
|
(31,379
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
424
|
|
|
459
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
336,250
|
|
|
10,943
|
|
||
Cash, cash equivalents and restricted cash as of the beginning of the period
|
67,145
|
|
|
71,823
|
|
||
Cash, cash equivalents and restricted cash as of the end of the period
|
$
|
403,395
|
|
|
$
|
82,766
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
10,682
|
|
|
$
|
13,637
|
|
Cash paid for income taxes, net of refunds
|
5,408
|
|
|
4,255
|
|
||
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
|
||
Leased assets obtained in exchange for new operating lease liabilities
|
$
|
21,514
|
|
|
$
|
17,618
|
|
Leased assets obtained in exchange for new finance lease liabilities
|
473
|
|
|
76
|
|
||
Decrease in liabilities from the acquisition of property, fixtures and equipment
|
(1,950
|
)
|
|
(6,066
|
)
|
CHARGES
|
|
CONSOLIDATED INCOME STATEMENT CLASSIFICATION
|
|
THIRTEEN WEEKS ENDED
|
||
|
|
MARCH 29, 2020
|
||||
Inventory obsolescence and spoilage (1)
|
|
Cost of sales
|
|
$
|
6,182
|
|
Compensation for idle employees (2)
|
|
Labor and other related
|
|
16,186
|
|
|
Lease guarantee contingent liabilities (3)
|
|
General and administrative
|
|
4,188
|
|
|
Allowance for expected credit losses (4)
|
|
General and administrative
|
|
3,334
|
|
|
Other charges
|
|
General and administrative
|
|
573
|
|
|
Right-of-use asset impairment (5)
|
|
Provision for impaired assets and restaurant closings
|
|
20,484
|
|
|
Fixed asset impairment (5)
|
|
Provision for impaired assets and restaurant closings
|
|
11,728
|
|
|
Goodwill and other impairment (6)
|
|
Provision for impaired assets and restaurant closings
|
|
2,388
|
|
|
|
|
|
|
$
|
65,063
|
|
(1)
|
Includes the write-off of value added tax credits related to the purchase of inventory by the Company’s Brazil subsidiary.
|
(2)
|
Represents relief pay for hourly employees impacted by the closure of dining rooms.
|
(3)
|
Represents additional contingent liabilities recorded for lease guarantees related to certain former restaurant locations now operated by franchisees or other third parties.
|
(4)
|
Includes additional reserves based on the Company’s increase in expected credit losses, primarily related to franchise receivables.
|
(5)
|
Includes impairments resulting from the remeasurement of assets utilizing projected future cash flows revised for current economic conditions and the closure of certain restaurants.
|
(6)
|
Includes impairment of goodwill for the Company’s Hong Kong subsidiary. See Note 8 - Goodwill and Intangible Assets, Net for details regarding impairment of goodwill.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Revenues
|
|
|
|
||||
Restaurant sales
|
$
|
996,237
|
|
|
$
|
1,111,642
|
|
Franchise and other revenues
|
|
|
|
||||
Franchise revenue
|
$
|
9,549
|
|
|
$
|
13,762
|
|
Other revenue
|
2,551
|
|
|
2,727
|
|
||
Total Franchise and other revenues
|
$
|
12,100
|
|
|
$
|
16,489
|
|
Total revenues
|
$
|
1,008,337
|
|
|
$
|
1,128,131
|
|
|
THIRTEEN WEEKS ENDED
|
||||||||||||||
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||||||||||
(dollars in thousands)
|
RESTAURANT SALES
|
|
FRANCHISE REVENUE
|
|
RESTAURANT SALES
|
|
FRANCHISE REVENUE
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Outback Steakhouse
|
$
|
530,685
|
|
|
$
|
6,541
|
|
|
$
|
586,771
|
|
|
$
|
10,601
|
|
Carrabba’s Italian Grill
|
146,875
|
|
|
461
|
|
|
173,475
|
|
|
171
|
|
||||
Bonefish Grill
|
135,072
|
|
|
136
|
|
|
156,434
|
|
|
210
|
|
||||
Fleming’s Prime Steakhouse & Wine Bar
|
70,960
|
|
|
—
|
|
|
83,026
|
|
|
—
|
|
||||
Other
|
1,297
|
|
|
—
|
|
|
1,107
|
|
|
—
|
|
||||
U.S. total
|
$
|
884,889
|
|
|
$
|
7,138
|
|
|
$
|
1,000,813
|
|
|
$
|
10,982
|
|
International
|
|
|
|
|
|
|
|
|
|
|
|
||||
Outback Steakhouse Brazil (1)
|
$
|
91,590
|
|
|
$
|
—
|
|
|
$
|
89,565
|
|
|
$
|
—
|
|
Other (1)(2)
|
19,758
|
|
|
2,411
|
|
|
21,264
|
|
|
2,780
|
|
||||
International total
|
$
|
111,348
|
|
|
$
|
2,411
|
|
|
$
|
110,829
|
|
|
$
|
2,780
|
|
Total
|
$
|
996,237
|
|
|
$
|
9,549
|
|
|
$
|
1,111,642
|
|
|
$
|
13,762
|
|
(1)
|
Brazil Restaurant sales are reported on a one-month lag and are presented on a calendar basis. Restaurant sales for Brazil during the first fiscal quarter of 2020 (through February 29, 2020) do not include any material impact from the COVID-19 pandemic.
|
(2)
|
Includes Restaurant sales for the Company’s Abbraccio concept in Brazil.
|
(dollars in thousands)
|
MARCH 29, 2020
|
|
DECEMBER 29, 2019
|
||||
Other current assets, net
|
|
|
|
||||
Deferred gift card sales commissions
|
$
|
13,049
|
|
|
$
|
18,554
|
|
|
|
|
|
||||
Unearned revenue
|
|
|
|
||||
Deferred gift card revenue
|
$
|
277,518
|
|
|
$
|
358,757
|
|
Deferred loyalty revenue
|
11,076
|
|
|
10,034
|
|
||
Deferred franchise fees - current
|
491
|
|
|
491
|
|
||
Total Unearned revenue
|
$
|
289,085
|
|
|
$
|
369,282
|
|
|
|
|
|
||||
Other long-term liabilities, net
|
|
|
|
||||
Deferred franchise fees - non-current
|
$
|
4,453
|
|
|
$
|
4,599
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Balance, beginning of period
|
$
|
18,554
|
|
|
$
|
16,431
|
|
Deferred gift card sales commissions amortization
|
(9,090
|
)
|
|
(8,407
|
)
|
||
Deferred gift card sales commissions capitalization
|
4,324
|
|
|
3,833
|
|
||
Other
|
(739
|
)
|
|
(662
|
)
|
||
Balance, end of period
|
$
|
13,049
|
|
|
$
|
11,195
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Balance, beginning of period
|
$
|
358,757
|
|
|
$
|
333,794
|
|
Gift card sales
|
58,439
|
|
|
55,472
|
|
||
Gift card redemptions
|
(133,181
|
)
|
|
(141,459
|
)
|
||
Gift card breakage
|
(6,497
|
)
|
|
(6,884
|
)
|
||
Balance, end of period
|
$
|
277,518
|
|
|
$
|
240,923
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Impairment losses
|
|
|
|
||||
U.S.
|
$
|
30,972
|
|
|
$
|
3,464
|
|
International (1)
|
3,172
|
|
|
18
|
|
||
Corporate
|
6,280
|
|
|
—
|
|
||
Total impairment losses
|
$
|
40,424
|
|
|
$
|
3,482
|
|
Restaurant closure expenses
|
|
|
|
||||
U.S.
|
$
|
721
|
|
|
$
|
87
|
|
International
|
173
|
|
|
17
|
|
||
Total restaurant closure expenses
|
$
|
894
|
|
|
$
|
104
|
|
Provision for impaired assets and restaurant closings
|
$
|
41,318
|
|
|
$
|
3,586
|
|
(1)
|
Includes goodwill impairment charges of $2.0 million during the thirteen weeks ended March 29, 2020. See Note 8 - Goodwill and Intangible Assets, Net for details regarding impairment of goodwill.
|
|
THIRTEEN WEEKS ENDED
|
||
(dollars in thousands)
|
MARCH 29, 2020
|
||
Balance, beginning of the period
|
$
|
14,542
|
|
Cash payments
|
(925
|
)
|
|
Accretion
|
281
|
|
|
Adjustments
|
428
|
|
|
Balance, end of the period (1)
|
$
|
14,326
|
|
(1)
|
As of March 29, 2020, the Company had exit-related accruals related to certain closure initiatives of $3.2 million recorded in Accrued and other current liabilities and $11.1 million recorded in Non-current operating lease liabilities on its Consolidated Balance Sheet.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(in thousands, except per share data)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Net (loss) income attributable to Bloomin’ Brands
|
$
|
(34,611
|
)
|
|
$
|
64,300
|
|
Redemption of preferred stock in excess of carrying value (1)
|
(3,496
|
)
|
|
—
|
|
||
Net (loss) income attributable to common stockholders
|
$
|
(38,107
|
)
|
|
$
|
64,300
|
|
|
|
|
|
||||
Basic weighted average common shares outstanding
|
87,129
|
|
|
91,415
|
|
||
|
|
|
|
||||
Effect of diluted securities:
|
|
|
|
||||
Stock options
|
—
|
|
|
792
|
|
||
Nonvested restricted stock units
|
—
|
|
|
358
|
|
||
Nonvested performance-based share units
|
—
|
|
|
96
|
|
||
Diluted weighted average common shares outstanding
|
87,129
|
|
|
92,661
|
|
||
|
|
|
|
||||
Basic (loss) earnings per share attributable to common stockholders
|
$
|
(0.44
|
)
|
|
$
|
0.70
|
|
Diluted (loss) earnings per share attributable to common stockholders
|
$
|
(0.44
|
)
|
|
$
|
0.69
|
|
(1)
|
Consideration paid in excess of carrying value for the redemption of preferred stock is considered a deemed dividend and, for purposes of calculating earnings per share, reduces net income attributable to common stockholders for the thirteen weeks ended March 29, 2020. See Note 12 - Stockholders’ Equity for additional details regarding the redemption of preferred stock of the Company’s Abbraccio subsidiary.
|
|
THIRTEEN WEEKS ENDED
|
||||
(shares in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||
Stock options
|
4,665
|
|
|
3,384
|
|
Nonvested restricted stock units
|
651
|
|
|
222
|
|
Nonvested performance-based share units
|
533
|
|
|
260
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Stock options
|
$
|
832
|
|
|
$
|
1,159
|
|
Restricted stock units
|
1,683
|
|
|
1,749
|
|
||
Performance-based share units
|
699
|
|
|
1,003
|
|
||
|
$
|
3,214
|
|
|
$
|
3,911
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Assumptions:
|
|
|
|
||||
Weighted-average risk-free interest rate (1)
|
0.90
|
%
|
|
2.51
|
%
|
||
Dividend yield (2)
|
4.34
|
%
|
|
1.89
|
%
|
||
Expected term (3)
|
5.5 years
|
|
|
5.5 years
|
|
||
Weighted-average volatility (4)
|
30.43
|
%
|
|
31.87
|
%
|
||
|
|
|
|
||||
Weighted-average grant date fair value per option
|
$
|
3.12
|
|
|
$
|
5.76
|
|
(1)
|
Risk-free interest rate is the U.S. Treasury yield curve in effect as of the grant date for periods within the expected term of the option.
|
(2)
|
Dividend yield is the level of dividends expected to be paid on the Company’s common stock over the expected term of the option.
|
(3)
|
Expected term represents the period of time that the options are expected to be outstanding. The Company estimates the expected term based on historical exercise experience for its stock options.
|
(4)
|
Based on the historical volatility of the Company’s stock.
|
|
UNRECOGNIZED COMPENSATION EXPENSE
(dollars in thousands) |
|
REMAINING WEIGHTED-AVERAGE VESTING PERIOD (in years)
|
||
Stock options
|
$
|
6,127
|
|
|
1.8
|
Restricted stock units
|
$
|
16,967
|
|
|
2.2
|
Performance-based share units
|
$
|
14,016
|
|
|
2.3
|
(dollars in thousands)
|
MARCH 29, 2020
|
|
DECEMBER 29, 2019
|
||||
Prepaid expenses
|
$
|
27,716
|
|
|
$
|
20,218
|
|
Accounts receivable - gift cards, net
|
9,851
|
|
|
104,591
|
|
||
Accounts receivable - vendors, net
|
10,407
|
|
|
13,465
|
|
||
Accounts receivable - franchisees, net
|
435
|
|
|
1,322
|
|
||
Accounts receivable - other, net
|
19,414
|
|
|
21,734
|
|
||
Deferred gift card sales commissions
|
13,049
|
|
|
18,554
|
|
||
Assets held for sale
|
5,640
|
|
|
3,317
|
|
||
Other current assets, net (1)
|
14,452
|
|
|
3,261
|
|
||
|
$
|
100,964
|
|
|
$
|
186,462
|
|
(1)
|
Includes $10.0 million of Company-owned life insurance policies as of March 29, 2020 transferred to current assets during the thirteen weeks ended March 29, 2020 for planned payment of deferred compensation obligations.
|
(dollars in thousands)
|
U.S.
|
|
INTERNATIONAL
|
|
CONSOLIDATED
|
||||||
Balance as of December 29, 2019
|
$
|
170,657
|
|
|
$
|
117,782
|
|
|
$
|
288,439
|
|
Translation adjustments
|
—
|
|
|
(3,838
|
)
|
|
(3,838
|
)
|
|||
Impairment charges
|
—
|
|
|
(1,973
|
)
|
|
(1,973
|
)
|
|||
Balance as of March 29, 2020
|
$
|
170,657
|
|
|
$
|
111,971
|
|
|
$
|
282,628
|
|
(1)
|
During the thirteen weeks ended March 29, 2020, the Company reclassified $10.0 million of Company-owned life insurance policies to current assets for planned payment of deferred compensation obligations.
|
(2)
|
Net of accumulated amortization of $7.2 million and $6.8 million as of March 29, 2020 and December 29, 2019, respectively.
|
|
MARCH 29, 2020
|
|
DECEMBER 29, 2019
|
||||||||||
(dollars in thousands)
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
|
OUTSTANDING BALANCE
|
|
INTEREST RATE
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||||
Term loan A (1)
|
$
|
443,750
|
|
|
3.02
|
%
|
|
$
|
450,000
|
|
|
3.40
|
%
|
Revolving credit facility (1)
|
975,000
|
|
|
3.29
|
%
|
|
599,000
|
|
|
3.44
|
%
|
||
Total Senior Secured Credit Facility
|
$
|
1,418,750
|
|
|
|
|
$
|
1,049,000
|
|
|
|
||
Finance lease liabilities
|
2,328
|
|
|
|
|
2,308
|
|
|
|
||||
Other
|
—
|
|
|
—
|
%
|
|
50
|
|
|
2.18
|
%
|
||
Less: unamortized debt discount and issuance costs
|
(2,438
|
)
|
|
|
|
(2,654
|
)
|
|
|
||||
Total debt, net
|
$
|
1,418,640
|
|
|
|
|
$
|
1,048,704
|
|
|
|
||
Less: current portion of long-term debt
|
(29,367
|
)
|
|
|
|
(26,411
|
)
|
|
|
||||
Long-term debt, net
|
$
|
1,389,273
|
|
|
|
|
$
|
1,022,293
|
|
|
|
(1)
|
Interest rate represents the weighted-average interest rate for the respective periods.
|
QUARTERLY PERIOD ENDED
|
|
MAXIMUM RATIO
|
|||
March 28, 2021 (1)
|
|
5.50
|
|
to
|
1.00
|
June 27, 2021 (2)
|
|
5.00
|
|
to
|
1.00
|
September 26, 2021 and thereafter (3)
|
|
4.50
|
|
to
|
1.00
|
(1)
|
Seasonally annualized Consolidated EBITDA calculated as Consolidated EBITDA for the fiscal quarter ending March 28, 2021 divided by 34.1%.
|
(2)
|
Seasonally annualized Consolidated EBITDA calculated as Consolidated EBITDA for the two consecutive quarters ending June 27, 2021 divided by 58.5%.
|
(3)
|
Seasonally annualized Consolidated EBITDA calculated as Consolidated EBITDA for the three consecutive quarters ending September 26, 2021 divided by 77.0%.
|
(dollars in thousands)
|
MARCH 29, 2020
|
|
DECEMBER 29, 2019
|
||||
Accrued insurance liability
|
$
|
33,490
|
|
|
$
|
33,818
|
|
Chef and Restaurant Managing Partner deferred compensation obligations and deposits
|
41,824
|
|
|
47,831
|
|
||
Other long-term liabilities (1)
|
73,318
|
|
|
56,411
|
|
||
|
$
|
148,632
|
|
|
$
|
138,060
|
|
(1)
|
The increase in Other long-term liabilities during the thirteen weeks ended March 29, 2020, preliminary relates to $9.9 million of additional interest rate swap liabilities and $8.7 million of additional contingent lease liabilities. See Note 13 - Derivative Instruments and Hedging Activities and Note 18 - Commitments and Contingencies, respectively, for details regarding these increases.
|
12.
|
Stockholders’ Equity
|
(in thousands, except per share data)
|
DIVIDENDS PER SHARE
|
|
AMOUNT
|
||||
First fiscal quarter
|
$
|
0.20
|
|
|
$
|
17,480
|
|
(dollars in thousands)
|
MARCH 29, 2020
|
|
DECEMBER 29, 2019
|
||||
Foreign currency translation adjustment
|
$
|
(159,328
|
)
|
|
$
|
(152,031
|
)
|
Unrealized loss on derivatives, net of tax
|
(29,685
|
)
|
|
(17,745
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(189,013
|
)
|
|
$
|
(169,776
|
)
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Foreign currency translation adjustment
|
$
|
(7,297
|
)
|
|
$
|
5,847
|
|
|
|
|
|
||||
Unrealized loss on derivatives, net of tax (1)
|
$
|
(13,336
|
)
|
|
$
|
(4,381
|
)
|
Reclassification of adjustments for loss (gain) on derivatives included in Net income, net of tax (2)
|
1,396
|
|
|
(364
|
)
|
||
Total unrealized loss on derivatives, net of tax
|
$
|
(11,940
|
)
|
|
$
|
(4,745
|
)
|
Other comprehensive (loss) income attributable to Bloomin’ Brands
|
$
|
(19,237
|
)
|
|
$
|
1,102
|
|
(1)
|
Unrealized loss on derivatives is net of tax of $(4.6) million and $(1.5) million for the thirteen weeks ended March 29, 2020 and March 31, 2019, respectively.
|
(2)
|
Reclassifications of adjustments for loss (gain) on derivatives are net of tax. See Note 13 - Derivative Instruments and Hedging Activities for the tax impact of reclassifications.
|
(dollars in thousands)
|
MARCH 29, 2020
|
|
DECEMBER 29, 2019
|
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
||||
Interest rate swaps - liability
|
$
|
13,335
|
|
|
$
|
7,174
|
|
|
Accrued and other current liabilities
|
Interest rate swaps - liability
|
26,758
|
|
|
16,835
|
|
|
Other long-term liabilities, net
|
||
Total fair value of derivative instruments - liabilities (1)
|
$
|
40,093
|
|
|
$
|
24,009
|
|
|
|
|
|
|
|
|
|
||||
Accrued interest
|
$
|
679
|
|
|
$
|
632
|
|
|
Accrued and other current liabilities
|
(1)
|
See Note 15 - Fair Value Measurements for fair value discussion of the interest rate swaps.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Interest rate swap (expense) income recognized in Interest expense, net
|
$
|
(1,880
|
)
|
|
$
|
491
|
|
Income tax benefit (expense) recognized in Provision for income taxes
|
484
|
|
|
(127
|
)
|
||
Total effects of the interest rate swaps on Net (loss) income
|
$
|
(1,396
|
)
|
|
$
|
364
|
|
(dollars in thousands)
|
CONSOLIDATED BALANCE SHEET CLASSIFICATION
|
|
MARCH 29, 2020
|
|
DECEMBER 29, 2019
|
||||
Operating lease right-of-use assets
|
Operating lease right-of-use assets
|
|
$
|
1,249,750
|
|
|
$
|
1,266,548
|
|
Finance lease right-of-use assets (1)
|
Property, fixtures and equipment, net
|
|
2,076
|
|
|
2,036
|
|
||
Total lease assets, net
|
|
|
$
|
1,251,826
|
|
|
$
|
1,268,584
|
|
|
|
|
|
|
|
||||
Current operating lease liabilities (2)
|
Accrued and other current liabilities
|
|
$
|
185,278
|
|
|
$
|
171,866
|
|
Current finance lease liabilities
|
Current portion of long-term debt
|
|
1,242
|
|
|
1,361
|
|
||
Non-current operating lease liabilities
|
Non-current operating lease liabilities
|
|
1,281,372
|
|
|
1,279,051
|
|
||
Non-current finance lease liabilities
|
Long-term debt, net
|
|
1,086
|
|
|
947
|
|
||
Total lease liabilities
|
|
|
$
|
1,468,978
|
|
|
$
|
1,453,225
|
|
(1)
|
Net of accumulated amortization of $1.6 million and $1.3 million as of March 29, 2020 and December 29, 2019, respectively.
|
(2)
|
Excludes accrued contingent percentage rent.
|
|
CONSOLIDATED INCOME STATEMENT CLASSIFICATION
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
|||||
Operating leases (1)
|
Other restaurant operating
|
|
$
|
45,882
|
|
|
$
|
45,233
|
|
Variable lease cost
|
Other restaurant operating
|
|
1,120
|
|
|
819
|
|
||
Finance leases
|
|
|
|
|
|
||||
Amortization of leased assets
|
Depreciation and amortization
|
|
342
|
|
|
324
|
|
||
Interest on lease liabilities
|
Interest expense, net
|
|
46
|
|
|
73
|
|
||
Sublease revenue (2)
|
Franchise and other revenues
|
|
(1,677
|
)
|
|
(1,314
|
)
|
||
Lease costs, net
|
|
|
$
|
45,713
|
|
|
$
|
45,135
|
|
(1)
|
Excludes rent expense for office facilities and Company-owned closed or subleased properties for the thirteen weeks ended March 29, 2020 and March 31, 2019 of $3.6 million, which is included in General and administrative expense and certain supply chain related rent expense of $0.3 million, which is included in Cost of sales.
|
(2)
|
Excludes rental income from Company-owned properties for the thirteen weeks ended March 29, 2020 and March 31, 2019 of $0.2 million and $0.7 million, respectively.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
48,492
|
|
|
$
|
47,649
|
|
Level 1
|
|
Unadjusted quoted market prices in active markets for identical assets or liabilities
|
Level 2
|
|
Observable inputs available at measurement date other than quoted prices included in Level 1
|
Level 3
|
|
Unobservable inputs that cannot be corroborated by observable market data
|
|
MARCH 29, 2020
|
|
DECEMBER 29, 2019
|
||||||||||||||||||||
(dollars in thousands)
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
|
TOTAL
|
|
LEVEL 1
|
|
LEVEL 2
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income funds
|
$
|
2,324
|
|
|
$
|
2,324
|
|
|
$
|
—
|
|
|
$
|
1,037
|
|
|
$
|
1,037
|
|
|
$
|
—
|
|
Money market funds
|
7,046
|
|
|
7,046
|
|
|
—
|
|
|
12,752
|
|
|
12,752
|
|
|
—
|
|
||||||
Total asset recurring fair value measurements
|
$
|
9,370
|
|
|
$
|
9,370
|
|
|
$
|
—
|
|
|
$
|
13,789
|
|
|
$
|
13,789
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued and other current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
$
|
13,335
|
|
|
$
|
—
|
|
|
$
|
13,335
|
|
|
$
|
7,174
|
|
|
$
|
—
|
|
|
$
|
7,174
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative instruments - interest rate swaps
|
26,758
|
|
|
—
|
|
|
26,758
|
|
|
16,835
|
|
|
—
|
|
|
16,835
|
|
||||||
Total liability recurring fair value measurements
|
$
|
40,093
|
|
|
$
|
—
|
|
|
$
|
40,093
|
|
|
$
|
24,009
|
|
|
$
|
—
|
|
|
$
|
24,009
|
|
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 March 29, 2020 and December 29, 2019, the Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.
|
|
THIRTEEN WEEKS ENDED
|
||||||||||||||
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||||||||||
(dollars in thousands)
|
CARRYING VALUE
|
|
TOTAL IMPAIRMENT
|
|
CARRYING VALUE
|
|
TOTAL IMPAIRMENT
|
||||||||
Assets held for sale (1)
|
$
|
1,182
|
|
|
$
|
75
|
|
|
$
|
2,149
|
|
|
$
|
215
|
|
Operating lease right-of-use assets (2)
|
55,644
|
|
|
19,563
|
|
|
2,242
|
|
|
596
|
|
||||
Property, fixtures and equipment (3)
|
21,693
|
|
|
18,398
|
|
|
490
|
|
|
2,671
|
|
||||
Goodwill and other assets (4)
|
1,044
|
|
|
2,388
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
79,563
|
|
|
$
|
40,424
|
|
|
$
|
4,881
|
|
|
$
|
3,482
|
|
(1)
|
Assets generally measured using third-party market appraisals or executed sales contracts (Level 2).
|
(2)
|
Carrying values measured using Level 3 inputs to estimate fair value totaled $55.6 million and $2.0 million during the thirteen weeks ended March 29, 2020 and March 31, 2019, respectively. All other assets were valued using Level 2 inputs. Third-party market appraisals (Level 2) and discounted cash flow models (Level 3) were used to estimate fair value.
|
(3)
|
Carrying values measured using Level 3 inputs to estimate fair value totaled $19.2 million and $0.5 million during the thirteen weeks ended March 29, 2020 and March 31, 2019, respectively. All other assets were valued using Level 2 inputs. Third-party market appraisals (Level 2) and discounted cash flow models (Level 3) were used to estimate fair value.
|
(4)
|
All assets measured using the quoted market value of comparable assets (Level 2).
|
|
|
THIRTEEN WEEKS ENDED
|
||
UNOBSERVABLE INPUTS
|
|
MARCH 29, 2020
|
||
Weighted-average cost of capital
|
|
10.4%
|
||
Long-term growth rate
|
|
1.5%
|
to
|
2.0%
|
|
MARCH 29, 2020
|
|
DECEMBER 29, 2019
|
||||||||||||
|
CARRYING VALUE
|
|
FAIR VALUE LEVEL 2
|
|
CARRYING VALUE
|
|
FAIR VALUE LEVEL 2
|
||||||||
(dollars in thousands)
|
|
|
|
||||||||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||||||
Term loan A
|
$
|
443,750
|
|
|
$
|
397,156
|
|
|
$
|
450,000
|
|
|
$
|
450,563
|
|
Revolving credit facility
|
$
|
975,000
|
|
|
$
|
832,777
|
|
|
$
|
599,000
|
|
|
$
|
599,000
|
|
|
THIRTEEN WEEKS ENDED
|
||
(dollars in thousands)
|
MARCH 29, 2020
|
||
Allowance for credit losses, beginning of period
|
$
|
199
|
|
Adjustment for adoption of ASU No. 2016-13
|
1,018
|
|
|
Provision for expected credit losses
|
3,334
|
|
|
Allowance for credit losses, end of period
|
$
|
4,551
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
(Loss) income before (benefit) provision for income taxes
|
$
|
(54,069
|
)
|
|
$
|
71,145
|
|
(Benefit) provision for income taxes
|
$
|
(19,655
|
)
|
|
$
|
5,496
|
|
Effective income tax rate
|
36.4
|
%
|
|
7.7
|
%
|
(1)
|
Includes franchise locations.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Total revenues
|
|
|
|
||||
U.S.
|
$
|
894,497
|
|
|
$
|
1,014,507
|
|
International
|
113,840
|
|
|
113,624
|
|
||
Total revenues
|
$
|
1,008,337
|
|
|
$
|
1,128,131
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Segment income from operations
|
|
|
|
||||
U.S.
|
$
|
11,379
|
|
|
$
|
113,035
|
|
International
|
6,787
|
|
|
13,720
|
|
||
Total segment income from operations
|
18,166
|
|
|
126,755
|
|
||
Unallocated corporate operating expense
|
(59,734
|
)
|
|
(44,261
|
)
|
||
Total (loss) income from operations
|
(41,568
|
)
|
|
82,494
|
|
||
Other expense, net
|
(793
|
)
|
|
(168
|
)
|
||
Interest expense, net
|
(11,708
|
)
|
|
(11,181
|
)
|
||
(Loss) income before (benefit) provision for income taxes
|
$
|
(54,069
|
)
|
|
$
|
71,145
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Depreciation and amortization
|
|
|
|
||||
U.S.
|
$
|
37,640
|
|
|
$
|
38,786
|
|
International
|
6,758
|
|
|
6,456
|
|
||
Corporate
|
3,870
|
|
|
4,240
|
|
||
Total depreciation and amortization
|
$
|
48,268
|
|
|
$
|
49,482
|
|
(i)
|
The severity, extent and duration of the COVID-19 pandemic, its impacts on our business and results of operations, financial condition and liquidity, including any adverse impact on our stock price and on the other factors listed below, and the responses of domestic and foreign federal, state and local governments to the pandemic;
|
(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 necessary personnel, obtaining adequate financing and estimating the performance of newly opened, remodeled or relocated restaurants;
|
(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;
|
(xvi)
|
The adequacy of our cash flow and earnings and other conditions which may affect our ability to pay dividends and repurchase shares of our common stock; and
|
(xvii)
|
Such other factors as discussed in Part I, Item IA. Risk Factors of our Annual Report on Form 10-K for the year ended December 29, 2019.
|
•
|
A decrease in Total revenues of 10.6% in the first quarter of 2020, as compared to the first quarter of 2019, primarily due to: (i) lower U.S. comparable restaurant sales, (ii) domestic refranchising, (iii) foreign currency translation of the Brazil Real relative to the U.S. dollar and (iv) a decrease in franchise revenues driven by the COVID-19 pandemic, partially offset by the net impact of restaurant openings and closures.
|
•
|
Loss from operations of $41.6 million in the first quarter of 2020, as compared to income from operations of $82.5 million in the first quarter of 2019, was primarily due to: (i) lower comparable restaurant sales and costs incurred in connection with the COVID-19 pandemic, including asset impairment charges, relief pay, inventory obsolescence and incremental operating costs, (ii) the impact of restructuring and transformation initiatives and (iii) commodity and labor inflation.
|
•
|
Average restaurant unit volumes—average sales (excluding gift card breakage) per restaurant to measure changes in customer traffic, pricing and development of the brand;
|
•
|
Comparable restaurant sales—year-over-year comparison of sales volumes (excluding gift card breakage) for Company-owned restaurants that are open 18 months or more in order to remove the impact of new restaurant openings in comparing the operations of existing restaurants;
|
•
|
System-wide sales—total restaurant sales volume for all Company-owned and franchise restaurants, regardless of ownership, to interpret the overall health of our brands;
|
•
|
Restaurant-level operating margin, Income from operations, Net income and Diluted earnings per share — financial measures utilized to evaluate our operating performance.
|
(i)
|
Franchise and other revenues which are earned primarily from franchise royalties and other non-food and beverage revenue streams, such as rental and sublease income.
|
(ii)
|
Depreciation and amortization which, although substantially all of which is related to restaurant-level assets, represent historical sunk costs rather than cash outlays for the restaurants.
|
(iii)
|
General and administrative expense which includes primarily non-restaurant-level costs associated with support of the restaurants and other activities at our corporate offices.
|
(iv)
|
Asset impairment charges and restaurant closing costs which are not reflective of ongoing restaurant performance in a period.
|
•
|
Adjusted restaurant-level operating margin, Adjusted income from operations, Adjusted net income and Adjusted diluted earnings per share—non-GAAP financial measures utilized to evaluate our operating performance.
|
•
|
Customer satisfaction scores—measurement of our customers’ experiences in a variety of key areas.
|
Number of restaurants (at end of the period):
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||
U.S.
|
|
|
|
||
Outback Steakhouse
|
|
|
|
||
Company-owned
|
575
|
|
|
579
|
|
Franchised
|
145
|
|
|
153
|
|
Total
|
720
|
|
|
732
|
|
Carrabba’s Italian Grill
|
|
|
|
||
Company-owned
|
204
|
|
|
205
|
|
Franchised
|
21
|
|
|
21
|
|
Total
|
225
|
|
|
226
|
|
Bonefish Grill
|
|
|
|
||
Company-owned
|
190
|
|
|
189
|
|
Franchised
|
7
|
|
|
7
|
|
Total
|
197
|
|
|
196
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
|
|
||
Company-owned
|
67
|
|
|
70
|
|
Other
|
|
|
|
||
Company-owned
|
4
|
|
|
2
|
|
U.S. total
|
1,213
|
|
|
1,226
|
|
International
|
|
|
|
||
Company-owned
|
|
|
|
||
Outback Steakhouse - Brazil (1)
|
103
|
|
|
95
|
|
Other
|
29
|
|
|
34
|
|
Franchised
|
|
|
|
|
|
Outback Steakhouse - South Korea
|
72
|
|
|
72
|
|
Other
|
55
|
|
|
54
|
|
International total
|
259
|
|
|
255
|
|
System-wide total
|
1,472
|
|
|
1,481
|
|
(1)
|
The restaurant counts for Brazil are reported as of February 29, 2020 and February 28, 2019, respectively, to correspond with the balance sheet dates of this subsidiary.
|
|
THIRTEEN WEEKS ENDED
|
||||
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||
Revenues
|
|
|
|
||
Restaurant sales
|
98.8
|
%
|
|
98.5
|
%
|
Franchise and other revenues
|
1.2
|
|
|
1.5
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
Costs and expenses
|
|
|
|
|
|
Cost of sales (1)
|
32.1
|
|
|
31.7
|
|
Labor and other related (1)
|
31.0
|
|
|
28.7
|
|
Other restaurant operating (1)
|
24.7
|
|
|
22.6
|
|
Depreciation and amortization
|
4.8
|
|
|
4.4
|
|
General and administrative
|
8.4
|
|
|
6.3
|
|
Provision for impaired assets and restaurant closings
|
4.1
|
|
|
0.3
|
|
Total costs and expenses
|
104.1
|
|
|
92.7
|
|
(Loss) income from operations
|
(4.1
|
)
|
|
7.3
|
|
Other expense, net
|
(0.1
|
)
|
|
(*)
|
|
Interest expense, net
|
(1.2
|
)
|
|
(1.0
|
)
|
(Loss) income before (benefit) provision for income taxes
|
(5.4
|
)
|
|
6.3
|
|
(Benefit) provision for income taxes
|
(2.0
|
)
|
|
0.5
|
|
Net (loss) income
|
(3.4
|
)
|
|
5.8
|
|
Less: net income attributable to noncontrolling interests
|
*
|
|
|
0.1
|
|
Net (loss) income attributable to Bloomin’ Brands
|
(3.4
|
)%
|
|
5.7
|
%
|
(1)
|
As a percentage of Restaurant sales.
|
*
|
Less than 1/10th of one percent of Total revenues.
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
||
For the period ended March 31, 2019
|
$
|
1,111.6
|
|
Change from:
|
|
||
Comparable restaurant sales
|
(99.3
|
)
|
|
Divestiture of restaurants through refranchising transactions
|
(11.2
|
)
|
|
Effect of foreign currency translation
|
(10.4
|
)
|
|
Restaurant closures
|
(6.6
|
)
|
|
Restaurant openings
|
12.1
|
|
|
For the period ended March 29, 2020
|
$
|
996.2
|
|
|
THIRTEEN WEEKS ENDED
|
||||
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||
Year over year percentage change:
|
|
|
|
||
Comparable restaurant sales (stores open 18 months or more):
|
|
|
|
|
|
U.S. (1)
|
|
|
|
||
Outback Steakhouse
|
(9.5
|
)%
|
|
3.5
|
%
|
Carrabba’s Italian Grill
|
(8.7
|
)%
|
|
0.3
|
%
|
Bonefish Grill
|
(13.9
|
)%
|
|
1.9
|
%
|
Fleming’s Prime Steakhouse & Wine Bar
|
(13.2
|
)%
|
|
0.6
|
%
|
Combined U.S.
|
(10.4
|
)%
|
|
2.4
|
%
|
International
|
|
|
|
||
Outback Steakhouse - Brazil (2)(3)
|
6.8
|
%
|
|
3.7
|
%
|
|
|
|
|
||
Traffic:
|
|
|
|
|
|
U.S.
|
|
|
|
||
Outback Steakhouse
|
(10.4
|
)%
|
|
(0.5
|
)%
|
Carrabba’s Italian Grill
|
(6.2
|
)%
|
|
(1.3
|
)%
|
Bonefish Grill
|
(15.1
|
)%
|
|
(1.9
|
)%
|
Fleming’s Prime Steakhouse & Wine Bar
|
(13.6
|
)%
|
|
(1.6
|
)%
|
Combined U.S.
|
(10.4
|
)%
|
|
(0.9
|
)%
|
International
|
|
|
|
||
Outback Steakhouse - Brazil (3)
|
8.4
|
%
|
|
(2.4
|
)%
|
|
|
|
|
||
Average check per person (4):
|
|
|
|
||
U.S.
|
|
|
|
||
Outback Steakhouse
|
0.9
|
%
|
|
4.0
|
%
|
Carrabba’s Italian Grill
|
(2.5
|
)%
|
|
1.6
|
%
|
Bonefish Grill
|
1.2
|
%
|
|
3.8
|
%
|
Fleming’s Prime Steakhouse & Wine Bar
|
0.4
|
%
|
|
2.2
|
%
|
Combined U.S.
|
—
|
%
|
|
3.3
|
%
|
International
|
|
|
|
||
Outback Steakhouse - Brazil (3)
|
(2.7
|
)%
|
|
6.5
|
%
|
(1)
|
Relocated restaurants closed more than 60 days are excluded from comparable restaurant sales until at least 18 months after reopening.
|
(2)
|
Excludes the effect of fluctuations in foreign currency rates. Includes trading day impact from calendar period reporting.
|
(3)
|
Outback Steakhouse Brazil results are reported on a one-month lag and are presented on a calendar basis. Restaurant sales for Brazil during the first fiscal quarter of 2020 (through February 29, 2020) do not include any material impact from the COVID-19 pandemic.
|
(4)
|
Average check per person includes the impact of menu pricing changes, product mix and discounts.
|
|
THIRTEEN WEEKS ENDED
|
||||||
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Average restaurant unit volumes (weekly):
|
|
|
|
||||
U.S.
|
|
|
|
||||
Outback Steakhouse
|
$
|
70,071
|
|
|
$
|
77,198
|
|
Carrabba’s Italian Grill
|
$
|
55,383
|
|
|
$
|
59,940
|
|
Bonefish Grill
|
$
|
54,685
|
|
|
$
|
63,654
|
|
Fleming’s Prime Steakhouse & Wine Bar
|
$
|
80,649
|
|
|
$
|
91,238
|
|
International
|
|
|
|
||||
Outback Steakhouse - Brazil (1)
|
$
|
70,300
|
|
|
$
|
74,878
|
|
Operating weeks:
|
|
|
|
|
|||
U.S.
|
|
|
|
||||
Outback Steakhouse
|
7,499
|
|
|
7,527
|
|
||
Carrabba’s Italian Grill
|
2,652
|
|
|
2,894
|
|
||
Bonefish Grill
|
2,470
|
|
|
2,458
|
|
||
Fleming’s Prime Steakhouse & Wine Bar
|
880
|
|
|
910
|
|
||
International
|
|
|
|
||||
Outback Steakhouse - Brazil
|
1,303
|
|
|
1,196
|
|
(1)
|
Translated at average exchange rates of 4.19 and 3.79 for the thirteen weeks ended March 29, 2020 and March 31, 2019, respectively.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in millions)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Franchise revenues (1)
|
$
|
9.5
|
|
|
$
|
13.8
|
|
Other revenues
|
2.6
|
|
|
2.7
|
|
||
Franchise and other revenues
|
$
|
12.1
|
|
|
$
|
16.5
|
|
(1)
|
Represents franchise royalties, advertising fees and initial franchise fees.
|
|
THIRTEEN WEEKS ENDED
|
|
|
|||||||
(dollars in millions)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
|
Change
|
|||||
Cost of sales
|
$
|
319.7
|
|
|
$
|
352.1
|
|
|
|
|
% of Restaurant sales
|
32.1
|
%
|
|
31.7
|
%
|
|
0.4
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|||||||
(dollars in millions)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
|
Change
|
|||||
Labor and other related
|
$
|
309.3
|
|
|
$
|
319.0
|
|
|
|
|
% of Restaurant sales
|
31.0
|
%
|
|
28.7
|
%
|
|
2.3
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
|
|||||||
(dollars in millions)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
|
Change
|
|||||
Other restaurant operating
|
$
|
246.6
|
|
|
$
|
250.9
|
|
|
|
|
% of Restaurant sales
|
24.7
|
%
|
|
22.6
|
%
|
|
2.1
|
%
|
|
THIRTEEN WEEKS ENDED
|
|
|
||||||||
(dollars in millions)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
|
Change
|
||||||
Provision for impaired assets and restaurant closings
|
$
|
41.3
|
|
|
$
|
3.6
|
|
|
$
|
37.7
|
|
|
THIRTEEN WEEKS ENDED
|
|
|
||||||||
(dollars in millions)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
|
Change
|
||||||
(Loss) income from operations
|
$
|
(41.6
|
)
|
|
$
|
82.5
|
|
|
$
|
(124.1
|
)
|
% of Total revenues
|
(4.1
|
)%
|
|
7.3
|
%
|
|
(11.4
|
)%
|
|
THIRTEEN WEEKS ENDED
|
|
|
||||||||
(dollars in millions)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
|
Change
|
||||||
Interest expense, net
|
$
|
11.7
|
|
|
$
|
11.2
|
|
|
$
|
0.5
|
|
|
THIRTEEN WEEKS ENDED
|
|
|
|||||
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
|
Change
|
|||
Effective income tax rate
|
36.4
|
%
|
|
7.7
|
%
|
|
28.7
|
%
|
REPORTABLE SEGMENT (1)
|
|
CONCEPT
|
|
GEOGRAPHIC LOCATION
|
U.S.
|
|
Outback Steakhouse
|
|
United States of America
|
|
Carrabba’s Italian Grill
|
|
||
|
Bonefish Grill
|
|
||
|
Fleming’s Prime Steakhouse & Wine Bar
|
|
||
International
|
|
Outback Steakhouse
|
|
Brazil, Hong Kong/China
|
|
Carrabba’s Italian Grill (Abbraccio)
|
|
Brazil
|
(1)
|
Includes franchise locations.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Revenues
|
|
|
|
||||
Restaurant sales
|
$
|
884,889
|
|
|
$
|
1,000,813
|
|
Franchise and other revenues
|
9,608
|
|
|
13,694
|
|
||
Total revenues
|
$
|
894,497
|
|
|
$
|
1,014,507
|
|
Restaurant-level operating margin
|
11.5
|
%
|
|
16.7
|
%
|
||
Income from operations
|
$
|
11,379
|
|
|
$
|
113,035
|
|
Operating income margin
|
1.3
|
%
|
|
11.1
|
%
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
||
For the period ended March 31, 2019
|
$
|
1,000.8
|
|
Change from:
|
|
||
Comparable restaurant sales
|
(102.7
|
)
|
|
Divestiture of restaurants through refranchising transactions
|
(11.2
|
)
|
|
Restaurant closures
|
(5.7
|
)
|
|
Restaurant openings
|
3.7
|
|
|
For the period ended March 29, 2020
|
$
|
884.9
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Revenues
|
|
|
|
||||
Restaurant sales
|
$
|
111,348
|
|
|
$
|
110,829
|
|
Franchise and other revenues
|
2,492
|
|
|
2,795
|
|
||
Total revenues
|
$
|
113,840
|
|
|
$
|
113,624
|
|
Restaurant-level operating margin
|
18.5
|
%
|
|
22.3
|
%
|
||
Income from operations
|
$
|
6,787
|
|
|
$
|
13,720
|
|
Operating income margin
|
6.0
|
%
|
|
12.1
|
%
|
(dollars in millions)
|
THIRTEEN WEEKS ENDED
|
||
For the period ended March 31, 2019
|
$
|
110.8
|
|
Change from:
|
|
||
Restaurant openings
|
8.4
|
|
|
Comparable restaurant sales
|
3.4
|
|
|
Effect of foreign currency translation
|
(10.4
|
)
|
|
Restaurant closures
|
(0.9
|
)
|
|
For the period ended March 29, 2020
|
$
|
111.3
|
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in millions)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
U.S.
|
|
|
|
||||
Outback Steakhouse
|
$
|
116
|
|
|
$
|
138
|
|
Carrabba’s Italian Grill (1)
|
11
|
|
|
3
|
|
||
Bonefish Grill
|
3
|
|
|
4
|
|
||
U.S. total
|
$
|
130
|
|
|
$
|
145
|
|
International
|
|
|
|
||||
Outback Steakhouse-South Korea
|
$
|
54
|
|
|
$
|
57
|
|
Other
|
22
|
|
|
27
|
|
||
International total
|
$
|
76
|
|
|
$
|
84
|
|
Total franchise sales (2)
|
$
|
206
|
|
|
$
|
229
|
|
(1)
|
In March 2019, we sold 18 Carrabba’s Italian Grill locations, which are now operated as franchises.
|
(2)
|
Franchise sales are not included in Total revenues in the Consolidated Statements of Operations and Comprehensive (Loss) Income.
|
|
THIRTEEN WEEKS ENDED
|
||||||||||
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||||||
|
U.S. GAAP
|
|
ADJUSTED (1)
|
|
U.S. GAAP
|
|
ADJUSTED
|
||||
Restaurant sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
32.1
|
%
|
|
31.5
|
%
|
|
31.7
|
%
|
|
31.7
|
%
|
Labor and other related
|
31.0
|
%
|
|
31.0
|
%
|
|
28.7
|
%
|
|
28.7
|
%
|
Other restaurant operating
|
24.7
|
%
|
|
25.0
|
%
|
|
22.6
|
%
|
|
22.6
|
%
|
|
|
|
|
|
|
|
|
||||
Restaurant-level operating margin
|
12.1
|
%
|
|
12.5
|
%
|
|
17.1
|
%
|
|
17.1
|
%
|
(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 period indicated:
|
|
THIRTEEN WEEKS ENDED
|
||
(dollars in millions)
|
MARCH 29, 2020
|
||
Restaurant and asset impairments and closing costs
|
$
|
2.8
|
|
Restaurant relocations and related costs
|
(0.1
|
)
|
|
COVID-19 related costs (1)
|
(6.2
|
)
|
|
|
$
|
(3.5
|
)
|
(1)
|
Adjustments recorded in Cost of sales.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(in thousands, except per share data)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
(Loss) income from operations
|
$
|
(41,568
|
)
|
|
$
|
82,494
|
|
Operating (loss) income margin
|
(4.1
|
)%
|
|
7.3
|
%
|
||
Adjustments:
|
|
|
|
||||
COVID-19 related costs (1)
|
48,876
|
|
|
—
|
|
||
Severance and other transformational costs (2)
|
22,232
|
|
|
2,855
|
|
||
Restaurant relocations and related costs (3)
|
592
|
|
|
1,032
|
|
||
Legal and contingent matters
|
178
|
|
|
—
|
|
||
Restaurant and asset impairments and closing costs (4)
|
(2,797
|
)
|
|
2,131
|
|
||
Total income from operations adjustments
|
$
|
69,081
|
|
|
$
|
6,018
|
|
Adjusted income from operations
|
$
|
27,513
|
|
|
$
|
88,512
|
|
Adjusted operating income margin
|
2.7
|
%
|
|
7.8
|
%
|
||
|
|
|
|
||||
Net (loss) income attributable to common stockholders
|
$
|
(38,107
|
)
|
|
$
|
64,300
|
|
Adjustments:
|
|
|
|
||||
Income from operations adjustments
|
69,081
|
|
|
6,018
|
|
||
Total adjustments, before income taxes
|
69,081
|
|
|
6,018
|
|
||
Adjustment to provision for income taxes (5)
|
(21,995
|
)
|
|
(819
|
)
|
||
Redemption of preferred stock in excess of carrying value (6)
|
3,496
|
|
|
—
|
|
||
Net adjustments
|
50,582
|
|
|
5,199
|
|
||
Adjusted net income
|
$
|
12,475
|
|
|
$
|
69,499
|
|
|
|
|
|
||||
Diluted (loss) earnings per share attributable to common stockholders
|
$
|
(0.44
|
)
|
|
$
|
0.69
|
|
Adjusted diluted earnings per share
|
$
|
0.14
|
|
|
$
|
0.75
|
|
|
|
|
|
||||
Basic weighted average common shares outstanding
|
87,129
|
|
|
91,415
|
|
||
Diluted weighted average common shares outstanding (7)
|
87,963
|
|
|
92,661
|
|
(1)
|
Represents costs incurred in connection with the economic impact of the COVID-19 pandemic, primarily consisting of fixed asset and right-of-use asset impairments, inventory obsolescence and spoilage, contingent lease liabilities and current expected credit losses. See Note 2 - COVID-19 Impact of the Notes to Consolidated Financial Statement for additional details regarding the impact of the COVID-19 pandemic on our financial results.
|
(2)
|
Relates to severance and other costs incurred as a result of transformational and restructuring activities.
|
(3)
|
Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation program.
|
(4)
|
Includes a lease termination gain of $2.8 million in 2020 and asset impairment charges and related costs primarily related to approved closure and restructuring initiatives in 2019.
|
(5)
|
Represents income tax effect of the adjustments for the periods presented.
|
(6)
|
Represents consideration paid in excess of the carrying value for the redemption of preferred stock of our Abbraccio subsidiary.
|
(7)
|
Due to the GAAP net loss, the effect of dilutive securities was excluded from the calculation of GAAP diluted (loss) earnings per share for the thirteen weeks ended March 29, 2020. For adjusted diluted earnings per share, the calculation includes 834 dilutive shares for the thirteen weeks ended March 29, 2020.
|
•
|
we suspended our quarterly cash dividend and stock repurchases;
|
•
|
we significantly reduced marketing and tightly managed other expenses;
|
•
|
we deferred nearly all capital expenditures other than maintenance to support off-premises business;
|
•
|
we engaged in constructive dialogue with our landlords regarding rent abatements and deferrals; and
|
•
|
our CEO has agreed to forego substantially all base salary and our Board has agreed to forego all cash retainers until further notice.
|
|
SENIOR SECURED CREDIT FACILITY
|
|
TOTAL CREDIT FACILITIES
|
||||||||
(dollars in thousands)
|
TERM LOAN A
|
|
REVOLVING FACILITY
|
|
|||||||
Balance as of December 29, 2019
|
$
|
450,000
|
|
|
$
|
599,000
|
|
|
$
|
1,049,000
|
|
2020 new debt
|
—
|
|
|
505,000
|
|
|
505,000
|
|
|||
2020 payments
|
(6,250
|
)
|
|
(129,000
|
)
|
|
(135,250
|
)
|
|||
Balance as of March 29, 2020
|
$
|
443,750
|
|
|
$
|
975,000
|
|
|
$
|
1,418,750
|
|
|
|
|
|
|
|
||||||
Weighted-average interest rate, as of March 29, 2020
|
3.02
|
%
|
|
3.29
|
%
|
|
|
|
|||
Principal maturity date
|
November 2022
|
|
|
November 2022
|
|
|
|
|
QUARTERLY PERIOD ENDED
|
|
MAXIMUM RATIO
|
|||
March 28, 2021 (1)
|
|
5.50
|
|
to
|
1.00
|
June 27, 2021 (2)
|
|
5.00
|
|
to
|
1.00
|
September 26, 2021 and thereafter (3)
|
|
4.50
|
|
to
|
1.00
|
(1)
|
Seasonally annualized Consolidated EBITDA calculated as Consolidated EBITDA for the fiscal quarter ending March 28, 2021 divided by 34.1%.
|
(2)
|
Seasonally annualized Consolidated EBITDA calculated as Consolidated EBITDA for the two consecutive quarters ending June 27, 2021 divided by 58.5%.
|
(3)
|
Seasonally annualized Consolidated EBITDA calculated as Consolidated EBITDA for the three consecutive quarters ending September 26, 2021 divided by 77.0%.
|
|
THIRTEEN WEEKS ENDED
|
||||||
(dollars in thousands)
|
MARCH 29, 2020
|
|
MARCH 31, 2019
|
||||
Net cash provided by operating activities
|
$
|
28,291
|
|
|
$
|
83,883
|
|
Net cash used in investing activities
|
(34,798
|
)
|
|
(42,020
|
)
|
||
Net cash provided by (used in) financing activities
|
342,333
|
|
|
(31,379
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
424
|
|
|
459
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
$
|
336,250
|
|
|
$
|
10,943
|
|
(dollars in thousands)
|
MARCH 29, 2020
|
|
DECEMBER 29, 2019
|
||||
Current assets
|
$
|
572,446
|
|
|
$
|
340,468
|
|
Current liabilities
|
838,030
|
|
|
962,021
|
|
||
Working capital (deficit)
|
$
|
(265,584
|
)
|
|
$
|
(621,553
|
)
|
(dollars in thousands)
|
DIVIDENDS PAID
|
|
SHARE REPURCHASES (1)
|
|
TOTAL
|
||||||
Fiscal year 2015
|
$
|
29,332
|
|
|
$
|
169,999
|
|
|
$
|
199,331
|
|
Fiscal year 2016
|
31,379
|
|
|
309,887
|
|
|
341,266
|
|
|||
Fiscal year 2017
|
30,988
|
|
|
272,736
|
|
|
303,724
|
|
|||
Fiscal year 2018
|
33,312
|
|
|
113,967
|
|
|
147,279
|
|
|||
Fiscal year 2019
|
35,734
|
|
|
106,992
|
|
|
142,726
|
|
|||
First fiscal quarter 2020
|
17,480
|
|
|
—
|
|
|
17,480
|
|
|||
Total
|
$
|
178,225
|
|
|
$
|
973,581
|
|
|
$
|
1,151,806
|
|
(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.
|
EXHIBIT
NUMBER |
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE |
|
|
|
|
|
10.1*
|
|
|
December 29, 2019 Form 10-K, Exhibit 10.38
|
|
|
|
|
|
|
10.2*
|
|
|
December 29, 2019 Form 10-K, Exhibit 10.39
|
|
|
|
|
|
|
10.3*
|
|
|
December 29, 2019 Form 10-K, Exhibit 10.40
|
|
|
|
|
|
|
10.4*
|
|
|
Filed herewith
|
|
|
|
|
|
|
10.5
|
|
|
May 5, 2020 Form 8-K, Exhibit 10.1
|
|
|
|
|
|
|
10.6
|
|
|
Filed herewith
|
|
|
|
|
|
|
31.1
|
|
|
Filed herewith
|
|
|
|
|
|
|
31.2
|
|
|
Filed herewith
|
|
|
|
|
|
|
32.1
|
|
|
Furnished herewith
|
|
|
|
|
|
|
32.2
|
|
|
Furnished herewith
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
Date:
|
May 21, 2020
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By: /s/ Christopher Meyer
|
|
|
|
Christopher Meyer
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
Exhibit 10.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXECUTIVE
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Lorilyn Miklavic
|
|
/s/ David J. Deno
|
|
|
|
|
|||||
Witness
|
|
|
David J. Deno
|
|
|
|
|
|
|
||
Lorilyn Miklavic
|
|
|
|
|
|
|
|
|
|
||
Printed name of witness
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Stefanie Chalk
|
|
|
|
|
|
|
|
|
|
||
Witness
|
|
|
|
|
|
|
|
|
|
|
|
Stefanie Chalk
|
|
|
|
|
|
|
|
|
|
||
Printed name of witness
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
COMPANY
|
|
|
|
|
|
|
|
|
|
BLOOMIN’ BRANDS, INC., a Delaware corporation
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kelly Lefferts
|
|
|
|
|
||
|
|
|
Name: Kelly Lefferts
|
|
|
|
|
||||
|
|
|
|
|
Title: Chief Legal Officer
|
|
|
|
|
|
|
Exhibit 10.6
|
b)
|
Confidential Information shall not include information that:
|
|
|
|
|
|
|
|
|
|
|
|
Executed this
|
20th
|
day of May 2020.
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Joseph J. Kadow
|
|
|
|
|
|
|
||||
|
JOSEPH J. KADOW, CONSULTANT
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Executed this
|
20th
|
day of May 2020.
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
COMPANY
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Deno
|
|
|
|
|
|
|
|
||
|
DAVID DENO, CHIEF EXECUTIVE OFFICER
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Bloomin’ Brands, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 21, 2020
|
/s/ David J. Deno
|
|
|
David J. Deno
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Bloomin’ Brands, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 21, 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:
|
May 21, 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:
|
May 21, 2020
|
/s/ Christopher Meyer
|
|
|
Christopher Meyer
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|