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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Bloomin Brands Inc | NASDAQ:BLMN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.45 | -1.76% | 25.16 | 24.96 | 25.50 | 25.78 | 24.84 | 25.67 | 1,757,663 | 00:18:45 |
|
|
|
|
|
(Mark One)
|
|
[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended March 30, 2014
|
|
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.)
|
|
|
|
|
|
|
|
|
|
|
Page No.
|
Item 1.
|
3
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
5
|
|
|
|
|
|
6
|
|
|
|
|
|
8
|
|
|
|
|
|
10
|
|
|
|
|
Item 2.
|
23
|
|
|
|
|
Item 3.
|
49
|
|
|
|
|
Item 4.
|
49
|
|
|
|
|
|
|
|
|
|
|
Item 1.
|
50
|
|
|
|
|
Item 1A.
|
50
|
|
|
|
|
Item 2.
|
51
|
|
|
|
|
Item 6.
|
52
|
|
|
|
|
|
54
|
|
MARCH 30,
|
|
DECEMBER 31,
|
||||
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
172,604
|
|
|
$
|
209,871
|
|
Current portion of restricted cash and cash equivalents
|
2,859
|
|
|
3,364
|
|
||
Inventories
|
66,799
|
|
|
80,613
|
|
||
Deferred income tax assets
|
69,994
|
|
|
70,802
|
|
||
Other current assets, net
|
119,008
|
|
|
119,381
|
|
||
Total current assets
|
431,264
|
|
|
484,031
|
|
||
Restricted cash
|
25,042
|
|
|
25,055
|
|
||
Property, fixtures and equipment, net
|
1,626,988
|
|
|
1,634,130
|
|
||
Goodwill
|
346,424
|
|
|
346,253
|
|
||
Intangible assets, net
|
611,294
|
|
|
617,133
|
|
||
Deferred income tax assets
|
2,790
|
|
|
2,392
|
|
||
Other assets, net
|
164,988
|
|
|
165,180
|
|
||
Total assets
|
$
|
3,208,790
|
|
|
$
|
3,274,174
|
|
|
|
|
|
||||
|
(CONTINUED...)
|
|
|
MARCH 30,
|
|
DECEMBER 31,
|
||||
|
2014
|
|
2013
|
||||
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
176,911
|
|
|
$
|
164,619
|
|
Accrued and other current liabilities
|
197,276
|
|
|
194,346
|
|
||
Current portion of partner deposits and accrued partner obligations
|
10,174
|
|
|
12,548
|
|
||
Unearned revenue
|
261,251
|
|
|
359,443
|
|
||
Current portion of long-term debt
|
11,997
|
|
|
13,546
|
|
||
Total current liabilities
|
657,609
|
|
|
744,502
|
|
||
Partner deposits and accrued partner obligations
|
74,863
|
|
|
78,116
|
|
||
Deferred rent
|
108,098
|
|
|
105,963
|
|
||
Deferred income tax liabilities
|
142,703
|
|
|
150,582
|
|
||
Long-term debt, net
|
1,393,136
|
|
|
1,405,597
|
|
||
Other long-term liabilities, net
|
280,104
|
|
|
284,721
|
|
||
Total liabilities
|
2,656,513
|
|
|
2,769,481
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
||
Mezzanine Equity
|
|
|
|
||||
Redeemable noncontrolling interests
|
22,101
|
|
|
21,984
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Bloomin’ Brands Stockholders’ Equity
|
|
|
|
||||
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding at March 30, 2014 and December 31, 2013
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 475,000,000 shares authorized; 125,549,138 and 124,784,124 shares issued and outstanding at March 30, 2014 and December 31, 2013, respectively
|
1,255
|
|
|
1,248
|
|
||
Additional paid-in capital
|
1,066,959
|
|
|
1,068,705
|
|
||
Accumulated deficit
|
(511,902
|
)
|
|
(565,154
|
)
|
||
Accumulated other comprehensive loss
|
(31,783
|
)
|
|
(26,418
|
)
|
||
Total Bloomin’ Brands stockholders’ equity
|
524,529
|
|
|
478,381
|
|
||
Noncontrolling interests
|
5,647
|
|
|
4,328
|
|
||
Total stockholders’ equity
|
530,176
|
|
|
482,709
|
|
||
Total liabilities, mezzanine equity and stockholders’ equity
|
$
|
3,208,790
|
|
|
$
|
3,274,174
|
|
|
|||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||||
Revenues
|
|
|
|
||||
Restaurant sales
|
$
|
1,150,525
|
|
|
$
|
1,082,356
|
|
Other revenues
|
7,334
|
|
|
9,894
|
|
||
Total revenues
|
1,157,859
|
|
|
1,092,250
|
|
||
Costs and expenses
|
|
|
|
|
|||
Cost of sales
|
373,614
|
|
|
349,989
|
|
||
Labor and other related
|
311,418
|
|
|
299,867
|
|
||
Other restaurant operating
|
256,518
|
|
|
233,809
|
|
||
Depreciation and amortization
|
46,165
|
|
|
40,196
|
|
||
General and administrative
|
74,054
|
|
|
72,491
|
|
||
Provision for impaired assets and restaurant closings
|
6,064
|
|
|
1,896
|
|
||
Income from operations of unconsolidated affiliates
|
—
|
|
|
(2,858
|
)
|
||
Total costs and expenses
|
1,067,833
|
|
|
995,390
|
|
||
Income from operations
|
90,026
|
|
|
96,860
|
|
||
Other expense, net
|
(164
|
)
|
|
(217
|
)
|
||
Interest expense, net
|
(16,598
|
)
|
|
(20,880
|
)
|
||
Income before provision for income taxes
|
73,264
|
|
|
75,763
|
|
||
Provision for income taxes
|
18,164
|
|
|
10,707
|
|
||
Net income
|
55,100
|
|
|
65,056
|
|
||
Less: net income attributable to noncontrolling interests
|
1,367
|
|
|
1,833
|
|
||
Net income attributable to Bloomin’ Brands
|
$
|
53,733
|
|
|
$
|
63,223
|
|
|
|
|
|
||||
Net income
|
$
|
55,100
|
|
|
$
|
65,056
|
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustment
|
(5,365
|
)
|
|
(4,532
|
)
|
||
Comprehensive income
|
49,735
|
|
|
60,524
|
|
||
Less: comprehensive income attributable to noncontrolling interests
|
1,367
|
|
|
1,833
|
|
||
Comprehensive income attributable to Bloomin’ Brands
|
$
|
48,368
|
|
|
$
|
58,691
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.43
|
|
|
$
|
0.52
|
|
Diluted
|
$
|
0.42
|
|
|
$
|
0.50
|
|
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
124,542
|
|
|
121,238
|
|
||
Diluted
|
127,851
|
|
|
126,507
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|||||||||||||||||||||
|
COMMON STOCK
|
|
ADDITIONAL
PAID-IN CAPITAL |
|
ACCUM- ULATED
DEFICIT |
|
ACCUMULATED
OTHER COMPREHENSIVE LOSS |
|
NON-
CONTROLLING INTERESTS (1) |
|
TOTAL
|
|||||||||||||||
|
SHARES
|
|
AMOUNT
|
|
|
|
|
|
||||||||||||||||||
Balance, December 31, 2013
|
124,784
|
|
|
$
|
1,248
|
|
|
$
|
1,068,705
|
|
|
$
|
(565,154
|
)
|
|
$
|
(26,418
|
)
|
|
$
|
4,328
|
|
|
$
|
482,709
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
53,733
|
|
|
—
|
|
|
1,250
|
|
|
54,983
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,365
|
)
|
|
—
|
|
|
(5,365
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,641
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,641
|
|
||||||
Exercises of stock options
|
801
|
|
|
8
|
|
|
5,966
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,974
|
|
||||||
Repurchase of common stock
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(481
|
)
|
|
—
|
|
|
—
|
|
|
(481
|
)
|
||||||
Excess tax benefit on stock-based compensation
|
—
|
|
|
—
|
|
|
1,221
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,221
|
|
||||||
Forfeiture of restricted stock
|
(49
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Issuance of performance-based share units
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax withholding on performance-based share units
|
—
|
|
|
—
|
|
|
(324
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(324
|
)
|
||||||
Purchase of limited partnership interests, net of tax of $6,197
|
—
|
|
|
—
|
|
|
(12,250
|
)
|
|
—
|
|
|
—
|
|
|
1,236
|
|
|
(11,014
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,167
|
)
|
|
(1,167
|
)
|
||||||
Balance, March 30, 2014
|
125,549
|
|
|
$
|
1,255
|
|
|
$
|
1,066,959
|
|
|
$
|
(511,902
|
)
|
|
$
|
(31,783
|
)
|
|
$
|
5,647
|
|
|
$
|
530,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(CONTINUED...)
|
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
|
|||||||||||||||||||||
|
COMMON STOCK
|
|
ADDITIONAL
PAID-IN CAPITAL |
|
ACCUM- ULATED
DEFICIT |
|
ACCUMULATED
OTHER COMPREHENSIVE LOSS |
|
NON-
CONTROLLING INTERESTS |
|
TOTAL
|
|||||||||||||||
|
SHARES
|
|
AMOUNT
|
|
|
|
|
|
||||||||||||||||||
Balance, December 31, 2012
|
121,148
|
|
|
$
|
1,211
|
|
|
$
|
1,000,963
|
|
|
$
|
(773,085
|
)
|
|
$
|
(14,801
|
)
|
|
$
|
5,917
|
|
|
$
|
220,205
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
63,223
|
|
|
—
|
|
|
1,833
|
|
|
65,056
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,532
|
)
|
|
—
|
|
|
(4,532
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
4,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,494
|
|
||||||
Exercises of stock options
|
1,212
|
|
|
12
|
|
|
10,627
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,639
|
|
||||||
Issuance of restricted stock
|
219
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Forfeiture of restricted stock
|
(10
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Repayments of notes receivable due from stockholders
|
—
|
|
|
—
|
|
|
5,312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,312
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,435
|
)
|
|
(2,435
|
)
|
||||||
Balance, March 31, 2013
|
122,569
|
|
|
$
|
1,226
|
|
|
$
|
1,021,393
|
|
|
$
|
(709,862
|
)
|
|
$
|
(19,333
|
)
|
|
$
|
5,315
|
|
|
$
|
298,739
|
|
(1)
|
Net income attributable to noncontrolling interests for the
thirteen weeks ended March 30, 2014
excludes
$117
due to Redeemable noncontrolling interests related to the Company’s subsidiaries in Brazil and China, which are reported in the Mezzanine equity section in the Consolidated Balance Sheet at
March 30, 2014
.
|
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||||
Cash flows provided by operating activities:
|
|
|
|
||||
Net income
|
$
|
55,100
|
|
|
$
|
65,056
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
46,165
|
|
|
40,196
|
|
||
Amortization of deferred financing fees
|
848
|
|
|
923
|
|
||
Amortization of capitalized gift card sales commissions
|
8,792
|
|
|
7,604
|
|
||
Provision for impaired assets and restaurant closings
|
6,064
|
|
|
1,896
|
|
||
Accretion on debt discounts
|
568
|
|
|
653
|
|
||
Stock-based and other non-cash compensation expense
|
2,357
|
|
|
6,195
|
|
||
Income from operations of unconsolidated affiliates
|
—
|
|
|
(2,858
|
)
|
||
Deferred income tax benefit
|
(876
|
)
|
|
—
|
|
||
Loss (gain) on disposal of property, fixtures and equipment
|
436
|
|
|
(318
|
)
|
||
Gain on life insurance and restricted cash investments
|
(362
|
)
|
|
(1,944
|
)
|
||
Recognition of deferred gain on sale-leaseback transaction
|
(535
|
)
|
|
(485
|
)
|
||
Excess tax benefits from stock-based compensation
|
(1,221
|
)
|
|
—
|
|
||
Change in assets and liabilities:
|
|
|
|
|
|
||
Decrease in inventories
|
13,788
|
|
|
10,201
|
|
||
Increase in other current assets
|
(7,463
|
)
|
|
(5,167
|
)
|
||
Decrease in other assets
|
2,591
|
|
|
2,530
|
|
||
Increase (decrease) in accounts payable and accrued and other current liabilities
|
11,957
|
|
|
(13,090
|
)
|
||
Increase in deferred rent
|
2,080
|
|
|
2,836
|
|
||
Decrease in unearned revenue
|
(98,214
|
)
|
|
(97,245
|
)
|
||
(Decrease) increase in other long-term liabilities
|
(2,248
|
)
|
|
1,117
|
|
||
Net cash provided by operating activities
|
39,827
|
|
|
18,100
|
|
||
Cash flows used in investing activities:
|
|
|
|
|
|
||
Purchases of life insurance policies
|
(520
|
)
|
|
(372
|
)
|
||
Proceeds from sale of life insurance policies
|
627
|
|
|
38
|
|
||
Proceeds from disposal of property, fixtures and equipment
|
105
|
|
|
1,799
|
|
||
Acquisition of business, net of cash acquired
|
(3,063
|
)
|
|
—
|
|
||
Capital expenditures
|
(39,313
|
)
|
|
(40,950
|
)
|
||
Decrease in restricted cash
|
5,514
|
|
|
6,184
|
|
||
Increase in restricted cash
|
(5,105
|
)
|
|
(5,093
|
)
|
||
Net cash used in investing activities
|
$
|
(41,755
|
)
|
|
$
|
(38,394
|
)
|
|
|
|
|
||||
|
(CONTINUED...)
|
|
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||||
Cash flows used in financing activities:
|
|
|
|
||||
Repayments of long-term debt
|
$
|
(14,578
|
)
|
|
$
|
(30,558
|
)
|
Proceeds from the exercise of stock options
|
5,974
|
|
|
10,639
|
|
||
Distributions to noncontrolling interests
|
(1,167
|
)
|
|
(2,435
|
)
|
||
Purchase of limited partnership interests
|
(17,211
|
)
|
|
—
|
|
||
Repayments of partner deposits and accrued partner obligations
|
(7,388
|
)
|
|
(4,184
|
)
|
||
Repayments of notes receivable due from stockholders
|
—
|
|
|
5,312
|
|
||
Repurchase of common stock
|
(481
|
)
|
|
—
|
|
||
Excess tax benefits from stock-based compensation
|
1,221
|
|
|
—
|
|
||
Tax withholding on performance-based share units
|
(324
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(33,954
|
)
|
|
(21,226
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1,385
|
)
|
|
(2,701
|
)
|
||
Net decrease in cash and cash equivalents
|
(37,267
|
)
|
|
(44,221
|
)
|
||
Cash and cash equivalents at the beginning of the period
|
209,871
|
|
|
261,690
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
172,604
|
|
|
$
|
217,469
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
15,663
|
|
|
$
|
19,975
|
|
Cash paid for income taxes, net of refunds
|
10,622
|
|
|
2,217
|
|
||
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
|
||
Conversion of partner deposits and accrued partner obligations to notes payable
|
$
|
—
|
|
|
$
|
325
|
|
Acquisition of property, fixtures and equipment through accounts payable or capital lease liabilities
|
851
|
|
|
1,199
|
|
||
Deferred tax effect of purchase of noncontrolling interests
|
6,197
|
|
|
—
|
|
|
NET INCOME ATTRIBUTABLE TO BLOOMIN’ BRANDS AND TRANSFERS TO NONCONTROLLING INTERESTS
|
||||||
|
|||||||
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||||
Net income attributable to Bloomin’ Brands
|
$
|
53,733
|
|
|
$
|
63,223
|
|
Transfers to noncontrolling interests:
|
|
|
|
||||
Net decrease in Bloomin’ Brands additional paid-in capital for purchase of limited
|
|
|
|
||||
partnership interests
|
(12,250
|
)
|
|
—
|
|
||
Change from net income attributable to Bloomin’ Brands and transfers to noncontrolling
|
$
|
41,483
|
|
|
$
|
63,223
|
|
interests
|
|
Balance at December 31, 2013
|
|
$
|
346,253
|
|
Additions for purchases of franchised locations
|
|
2,461
|
|
|
Foreign currency translation adjustments
|
|
(2,290
|
)
|
|
Balance at March 30, 2014
|
|
$
|
346,424
|
|
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||||
Net income attributable to Bloomin’ Brands
|
$
|
53,733
|
|
|
$
|
63,223
|
|
|
|
|
|
||||
Basic weighted average common shares outstanding
|
124,542
|
|
|
121,238
|
|
||
|
|
|
|
||||
Effect of diluted securities:
|
|
|
|
||||
Stock options
|
3,193
|
|
|
5,064
|
|
||
Nonvested restricted stock and restricted stock units
|
111
|
|
|
205
|
|
||
Nonvested performance-based share units
|
5
|
|
|
—
|
|
||
Diluted weighted average common shares outstanding
|
127,851
|
|
|
126,507
|
|
||
|
|
|
|
||||
Basic earnings per share
|
$
|
0.43
|
|
|
$
|
0.52
|
|
Diluted earnings per share
|
$
|
0.42
|
|
|
$
|
0.50
|
|
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||
Stock options
|
1,917
|
|
|
2,071
|
|
Nonvested restricted stock and restricted stock units
|
220
|
|
|
—
|
|
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||||
Stock options
|
$
|
2,468
|
|
|
$
|
3,985
|
|
Restricted stock and restricted stock units
|
749
|
|
|
375
|
|
||
Performance-based share units
|
358
|
|
|
69
|
|
||
|
$
|
3,575
|
|
|
$
|
4,429
|
|
|
UNRECOGNIZED
COMPENSATION EXPENSE (in thousands) |
|
REMAINING WEIGHTED-AVERAGE VESTING PERIOD (in years)
|
||
Stock options
|
$
|
32,087
|
|
|
3.2
|
Restricted stock and restricted stock units
|
$
|
13,657
|
|
|
3.2
|
Performance-based share units
|
$
|
2,190
|
|
|
0.9
|
|
MARCH 30,
|
|
DECEMBER 31,
|
||||
|
2014
|
|
2013
|
||||
Senior secured term loan B facility, interest rate of 3.50% at March 30, 2014 and December 31, 2013 (1) (2)
|
$
|
925,000
|
|
|
$
|
935,000
|
|
Mortgage loan, weighted average interest rates of 4.04% and 4.02% at March 30, 2014 and December 31, 2013, respectively (3)
|
309,612
|
|
|
311,644
|
|
||
First mezzanine loan, interest rate of 9.00% at March 30, 2014 and December 31, 2013 (3)
|
85,862
|
|
|
86,131
|
|
||
Second mezzanine loan, interest rate of 11.25% at March 30, 2014 and December 31, 2013 (3)
|
86,519
|
|
|
86,704
|
|
||
Other notes payable, uncollateralized, interest rates ranging from 0.52% to 7.00% and from 0.58% to 7.00% at March 30, 2014 and December 31, 2013, respectively (1)
|
4,170
|
|
|
6,186
|
|
||
Sale-leaseback obligations (1)
|
2,375
|
|
|
2,375
|
|
||
Capital lease obligations (1)
|
1,179
|
|
|
1,255
|
|
||
|
1,414,717
|
|
|
1,429,295
|
|
||
Less: current portion of long-term debt
|
(11,997
|
)
|
|
(13,546
|
)
|
||
Less: unamortized debt discount
|
(9,584
|
)
|
|
(10,152
|
)
|
||
Long-term debt, net
|
$
|
1,393,136
|
|
|
$
|
1,405,597
|
|
(1)
|
Represents obligations of OSI.
|
(2)
|
At
December 31, 2013
,
$20.0 million
of OSI’s outstanding senior secured term loan B facility was at an interest rate of
4.75%
.
|
(3)
|
Represents obligations of New PRP (as defined below).
|
•
|
50%
of its “annual excess cash flow” (with step-downs to
25%
and
0%
based upon its consolidated first lien net leverage ratio), as defined in the Credit Agreement, subject to certain exceptions;
|
•
|
100%
of the net proceeds of certain assets sales and insurance and condemnation events, subject to reinvestment rights and certain other exceptions; and
|
•
|
100%
of the net proceeds of any debt incurred, excluding permitted debt issuances.
|
|
TOTAL
MARCH 30, 2014
|
|
LEVEL 1
|
|
LEVEL 2
|
|
LEVEL 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fixed income funds - cash equivalents
|
$
|
4,012
|
|
|
$
|
4,012
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Money market funds - cash equivalents
|
4,553
|
|
|
4,553
|
|
|
—
|
|
|
—
|
|
||||
Money market funds - restricted cash equivalents
|
110
|
|
|
110
|
|
|
—
|
|
|
—
|
|
||||
Total recurring fair value measurements
|
$
|
8,675
|
|
|
$
|
8,675
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
TOTAL
DECEMBER 31, 2013
|
|
LEVEL 1
|
|
LEVEL 2
|
|
LEVEL 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fixed income funds - cash equivalents
|
$
|
9,849
|
|
|
$
|
9,849
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Money market funds - cash equivalents
|
1,988
|
|
|
1,988
|
|
|
—
|
|
|
—
|
|
||||
Money market funds - restricted cash equivalents
|
68
|
|
|
68
|
|
|
—
|
|
|
—
|
|
||||
Total recurring fair value measurements
|
$
|
11,905
|
|
|
$
|
11,905
|
|
|
$
|
—
|
|
|
$
|
—
|
|
DESCRIPTION
|
|
LOCATION OF CHARGE IN THE CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
|
|
AMOUNT
|
||
Restaurant closure expenses
|
|
Provision for impaired assets and restaurant closings
|
|
$
|
5,972
|
|
Severance and other liabilities
|
|
General and administrative
|
|
1,035
|
|
|
Deferred rent liability write-off
|
|
Other restaurant operating
|
|
(2,078
|
)
|
|
|
|
|
|
$
|
4,929
|
|
|
MARCH 31, 2013
|
|
|
||||||||||||||||
|
|
|
REMAINING FAIR VALUE
|
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||||||||||||||
|
CARRYING VALUE
|
|
LEVEL 1
|
|
LEVEL 2
|
|
LEVEL 3
|
|
TOTAL
LOSSES |
||||||||||
Long-lived assets held and used
|
$
|
4,434
|
|
|
$
|
—
|
|
|
$
|
3,383
|
|
|
$
|
1,051
|
|
|
$
|
1,082
|
|
UNOBSERVABLE INPUT
|
|
THREE
MONTHS ENDED MARCH 31, 2013 |
Weighted-average cost of capital
|
|
9.5%
|
Long-term growth rates
|
|
2.0%
|
Annual revenue growth rates (1)
|
|
2.4% - 3.0%
|
(1)
|
Weighted average of the annual revenue growth rates unobservable input range was
2.6%
.
|
|
|
MARCH 30, 2014
|
||||||||||||||
|
|
|
|
FAIR VALUE
|
||||||||||||
|
|
CARRYING VALUE
|
|
LEVEL 1
|
|
LEVEL 2
|
|
LEVEL 3
|
||||||||
Senior secured term loan B facility (1)
|
|
$
|
925,000
|
|
|
$
|
—
|
|
|
$
|
922,688
|
|
|
$
|
—
|
|
Mortgage loan (2)
|
|
309,612
|
|
|
—
|
|
|
—
|
|
|
319,103
|
|
||||
First mezzanine loan (2)
|
|
85,862
|
|
|
—
|
|
|
—
|
|
|
85,862
|
|
||||
Second mezzanine loan (2)
|
|
86,519
|
|
|
—
|
|
|
—
|
|
|
87,384
|
|
||||
Other notes payable (1)
|
|
4,170
|
|
|
—
|
|
|
—
|
|
|
3,953
|
|
|
|
DECEMBER 31, 2013
|
||||||||||||||
|
|
|
|
FAIR VALUE
|
||||||||||||
|
|
CARRYING VALUE
|
|
LEVEL 1
|
|
LEVEL 2
|
|
LEVEL 3
|
||||||||
Senior secured term loan B facility (1)
|
|
$
|
935,000
|
|
|
$
|
—
|
|
|
$
|
936,169
|
|
|
$
|
—
|
|
Mortgage loan (2)
|
|
311,644
|
|
|
—
|
|
|
—
|
|
|
318,787
|
|
||||
First mezzanine loan (2)
|
|
86,131
|
|
|
—
|
|
|
—
|
|
|
86,131
|
|
||||
Second mezzanine loan (2)
|
|
86,704
|
|
|
—
|
|
|
—
|
|
|
87,571
|
|
||||
Other notes payable (1)
|
|
6,186
|
|
|
—
|
|
|
—
|
|
|
5,912
|
|
(1)
|
Represents obligations of OSI.
|
(2)
|
Represents obligations of New PRP.
|
(i)
|
The restaurant industry is a highly competitive industry with many well-established competitors;
|
(ii)
|
Challenging economic conditions may affect our liquidity by adversely impacting numerous items that include, but are not limited to: consumer confidence and discretionary spending; the availability of credit presently arranged from our revolving credit facilities; the future cost and availability of credit; interest rates; foreign currency exchange rates; and the liquidity or operations of our third-party vendors and other service providers;
|
(iii)
|
Our ability to expand is dependent upon various factors such as the availability of attractive sites for new restaurants; our ability to obtain appropriate real estate sites at acceptable prices; our ability to obtain all required governmental permits including zoning approvals and liquor licenses on a timely basis; the impact of government moratoriums or approval processes, which could result in significant delays; our ability to obtain all necessary contractors and subcontractors; union activities such as picketing and hand billing that could delay construction; our ability to generate or borrow funds; our ability to negotiate suitable lease terms; our ability to recruit and train skilled management and restaurant employees; and our ability to receive the premises from the landlord’s developer without any delays;
|
(iv)
|
Our results can be impacted by changes in consumer tastes and the level of consumer acceptance of our restaurant concepts (including consumer tolerance of our prices); local, regional, national and international economic and political conditions; the seasonality of our business; demographic trends; patterns of customer traffic and our ability to effectively respond in a timely manner to changes in patterns of customer traffic; changes in consumer dietary habits; product mix; employee availability; the cost of advertising and media; the timing of restaurant operating expenses; government actions and policies; inflation or deflation; unemployment rates; interest rates; foreign exchange rates; and increases in various costs, including construction, real estate and health insurance costs;
|
(v)
|
Weather, natural disasters and other disasters could result in construction delays or slower customer traffic and could adversely affect the results of one or more restaurants for an indeterminate amount of time;
|
(vi)
|
Our results can be negatively impacted by the effects of acts of war; periods of widespread civil unrest; actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, or other military action affecting countries in which we do business and by the effects of heightened security requirements on local, regional, national, or international economies or consumer confidence;
|
(vii)
|
Our results can be impacted by tax and other legislation and regulation in the jurisdictions in which we operate and by accounting standards or pronouncements;
|
(viii)
|
Our results can be impacted by anticipated or unanticipated changes in our tax rates, exposure to additional income tax liabilities and a change in our ability to realize deferred tax benefits;
|
(ix)
|
Minimum wage increases and mandated employee benefits could cause a significant increase in our labor costs;
|
(x)
|
Commodities, including but not limited to, beef, chicken, shrimp, pork, seafood, dairy, produce, potatoes, onions and energy supplies, are subject to fluctuation in price and availability, and prices could increase or decrease more than we expect;
|
(xi)
|
Our results can be impacted by consumer reaction to public health issues and perception of food safety;
|
(xii)
|
We could face liabilities if we are unable to protect our information technology systems or experience an interruption or breach of security that could prevent us from effectively operating our business, protecting customer credit and debit card data or personal employee information; and
|
(xiii)
|
Our substantial leverage and significant restrictive covenants in our various credit facilities could adversely affect our ability to raise additional capital to fund our operations, limit our ability to make capital expenditures to invest in new or renovate restaurants, limit our ability to react to changes in the economy or our industry, and expose us to interest rate risk in connection with our variable-rate debt.
|
•
|
Grow Comparable Restaurant Sales.
We plan to continue to remodel our restaurants, use limited-time offers and multimedia marketing campaigns to drive traffic, selectively expand the lunch daypart and introduce innovative menu items, including through extensive menu refresh initiatives at Carrabba’s Italian Grill and Bonefish Grill, that match evolving consumer preferences.
|
•
|
Pursue New Domestic Development Opportunities with Strong Unit Level Economics.
We believe that a substantial development opportunity remains for our concepts in the U.S. Our top domestic development priority is Bonefish Grill unit growth. We expect to open between 55 and 60 system-wide locations in 2014 of which we expect that approximately 50% will be domestic opportunities.
|
•
|
Pursue New Strategic International Development in Selected Markets.
We believe the international business represents a significant growth opportunity and that we are well-positioned to continue to expand our concepts outside the U.S. We continue to focus on existing geographic regions in Latin America and Asia, with strategic expansion in selected emerging and high growth developed markets. We are focusing our existing market growth in Brazil and new market growth in China and Latin America. We expect that approximately 50% of our new units in 2014 will be international opportunities, but will shift to a higher weight of international units as we continue to implement our international expansion plans.
|
•
|
Average restaurant unit volumes
—average sales per restaurant to measure changes in customer traffic, pricing and development of the brand;
|
•
|
Comparable restaurant sales
—year-over-year comparison of sales volumes for domestic, 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 and, in historical periods, unconsolidated joint venture restaurants, regardless of ownership, to interpret the overall health of our brands;
|
•
|
Adjusted restaurant-level operating margin, Adjusted income from operations, Adjusted net income, Adjusted diluted earnings per share, EBITDA and Adjusted EBITDA
—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
|
•
|
Customer satisfaction scores
—measurement of our customers’ experiences in a variety of key attributes.
|
FISCAL PERIOD
|
|
2014 REPORTING PERIOD
|
|
2014 FISCAL
PERIOD DAYS
|
|
COMPARABLE
2013 FISCAL
PERIOD DAYS
|
|
FISCAL YEAR CHANGE IMPACT
(in operating days)
|
First fiscal quarter
|
|
January 1, 2014 to March 30, 2014
|
|
89
|
|
90
|
|
(1)
|
Second fiscal quarter
|
|
March 31, 2014 to June 29, 2014
|
|
91
|
|
91
|
|
—
|
Third fiscal quarter
|
|
June 30, 2014 to September 28, 2014
|
|
91
|
|
92
|
|
(1)
|
Fiscal year
|
|
January 1, 2014 to December 28, 2014
|
|
362
|
|
365
|
|
(3)
|
|
MARCH 30,
|
|
MARCH 31,
|
||
|
2014
|
|
2013
|
||
Number of restaurants (at end of the period):
|
|
|
|
||
Outback Steakhouse
|
|
|
|
||
Company-owned—domestic
|
650
|
|
|
663
|
|
Company-owned—international (1) (2)
|
171
|
|
|
117
|
|
Franchised—domestic
|
104
|
|
|
106
|
|
Franchised and joint venture—international (1)
|
51
|
|
|
89
|
|
Total
|
976
|
|
|
975
|
|
Carrabba’s Italian Grill
|
|
|
|
||
Company-owned
|
240
|
|
|
234
|
|
Franchised
|
1
|
|
|
1
|
|
Total
|
241
|
|
|
235
|
|
Bonefish Grill
|
|
|
|
||
Company-owned
|
192
|
|
|
174
|
|
Franchised
|
5
|
|
|
7
|
|
Total
|
197
|
|
|
181
|
|
Fleming’s Prime Steakhouse and Wine Bar
|
|
|
|
||
Company-owned
|
66
|
|
|
65
|
|
Roy’s
|
|
|
|
||
Company-owned
|
20
|
|
|
22
|
|
System-wide total
|
1,500
|
|
|
1,478
|
|
(1)
|
Effective November 1, 2013, we acquired a controlling interest in the Brazilian Joint Venture resulting in the consolidation and reporting of 47 restaurants (as of the acquisition date) as Company-owned locations, which are reported as unconsolidated joint venture locations in the historical period presented.
|
(2)
|
The restaurant count for Brazil is reported as of February 28,
2014
to correspond with the balance sheet date of this subsidiary and, therefore, excludes
one
restaurant that opened in
March 2014
. Restaurant counts for our Brazilian operations were reported as of March 31
st
in the historical period presented.
|
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||
Revenues
|
|
|
|
||
Restaurant sales
|
99.4
|
%
|
|
99.1
|
%
|
Other revenues
|
0.6
|
|
|
0.9
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
Costs and expenses
|
|
|
|
|
|
Cost of sales (1)
|
32.5
|
|
|
32.3
|
|
Labor and other related (1)
|
27.1
|
|
|
27.7
|
|
Other restaurant operating (1)
|
22.3
|
|
|
21.6
|
|
Depreciation and amortization
|
4.0
|
|
|
3.7
|
|
General and administrative
|
6.4
|
|
|
6.6
|
|
Provision for impaired assets and restaurant closings
|
0.5
|
|
|
0.2
|
|
Income from operations of unconsolidated affiliates
|
—
|
|
|
(0.3
|
)
|
Total costs and expenses
|
92.2
|
|
|
91.1
|
|
Income from operations
|
7.8
|
|
|
8.9
|
|
Other expense, net
|
(*)
|
|
|
(*)
|
|
Interest expense, net
|
(1.4
|
)
|
|
(2.0
|
)
|
Income before provision for income taxes
|
6.4
|
|
|
6.9
|
|
Provision for income taxes
|
1.6
|
|
|
0.9
|
|
Net income
|
4.8
|
|
|
6.0
|
|
Less: net income attributable to noncontrolling interests
|
0.2
|
|
|
0.2
|
|
Net income attributable to Bloomin’ Brands
|
4.6
|
%
|
|
5.8
|
%
|
|
|
|
|
||
Net income
|
4.8
|
%
|
|
6.0
|
%
|
Other comprehensive income:
|
|
|
|
||
Foreign currency translation adjustment
|
(0.5
|
)
|
|
(0.4
|
)
|
Comprehensive income
|
4.3
|
|
|
5.6
|
|
Less: comprehensive income attributable to noncontrolling interests
|
0.2
|
|
|
0.2
|
|
Comprehensive income attributable to Bloomin’ Brands
|
4.1
|
%
|
|
5.4
|
%
|
(1)
|
As a percentage of Restaurant sales.
|
*
|
Less than 1/10
th
of one percent of Total revenues.
|
(dollars in millions):
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
|
$ Change
|
|
% Change
|
|||||||
Restaurant sales
|
$
|
1,150.5
|
|
|
$
|
1,082.4
|
|
|
$
|
68.1
|
|
|
6.3
|
%
|
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||||
Average restaurant unit volumes (weekly):
|
|
|
|
||||
Outback Steakhouse
|
$
|
67,721
|
|
|
$
|
66,943
|
|
Carrabba’s Italian Grill
|
$
|
61,363
|
|
|
$
|
62,134
|
|
Bonefish Grill
|
$
|
65,277
|
|
|
$
|
65,604
|
|
Fleming’s Prime Steakhouse and Wine Bar
|
$
|
86,776
|
|
|
$
|
84,966
|
|
Operating weeks:
|
|
|
|
|
|||
Outback Steakhouse
|
8,373
|
|
|
8,542
|
|
||
Carrabba’s Italian Grill
|
3,055
|
|
|
3,009
|
|
||
Bonefish Grill
|
2,427
|
|
|
2,192
|
|
||
Fleming’s Prime Steakhouse and Wine Bar
|
837
|
|
|
836
|
|
||
Year over year percentage change:
|
|
|
|
|
|||
Menu price increases: (1)
|
|
|
|
|
|||
Outback Steakhouse
|
2.5
|
%
|
|
2.1
|
%
|
||
Carrabba’s Italian Grill
|
2.8
|
%
|
|
1.4
|
%
|
||
Bonefish Grill
|
2.5
|
%
|
|
1.9
|
%
|
||
Fleming’s Prime Steakhouse and Wine Bar
|
4.4
|
%
|
|
2.1
|
%
|
||
Comparable restaurant sales (stores open 18 months or more):
|
|
|
|
|
|||
Outback Steakhouse
|
0.8
|
%
|
|
2.5
|
%
|
||
Carrabba’s Italian Grill
|
(1.8
|
)%
|
|
(1.7
|
)%
|
||
Bonefish Grill
|
(1.5
|
)%
|
|
0.5
|
%
|
||
Fleming’s Prime Steakhouse and Wine Bar
|
1.7
|
%
|
|
5.0
|
%
|
||
Combined (concepts above)
|
—
|
%
|
|
1.6
|
%
|
(1)
|
The stated menu price changes exclude the impact of product mix shifts to new menu offerings.
|
(dollars in millions):
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
|
Change
|
|||||
Cost of sales
|
$
|
373.6
|
|
|
$
|
350.0
|
|
|
|
|
% of Restaurant sales
|
32.5
|
%
|
|
32.3
|
%
|
|
0.2
|
%
|
(dollars in millions):
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
|
Change
|
|||||
Labor and other related
|
$
|
311.4
|
|
|
$
|
299.9
|
|
|
|
|
% of Restaurant sales
|
27.1
|
%
|
|
27.7
|
%
|
|
(0.6
|
)%
|
(dollars in millions):
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
|
Change
|
|||||
Other restaurant operating
|
$
|
256.5
|
|
|
$
|
233.8
|
|
|
|
|
% of Restaurant sales
|
22.3
|
%
|
|
21.6
|
%
|
|
0.7
|
%
|
(dollars in millions):
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
|
Change
|
|||||
Depreciation and amortization
|
$
|
46.2
|
|
|
$
|
40.2
|
|
|
|
|
% of Total revenues
|
4.0
|
%
|
|
3.7
|
%
|
|
0.3
|
%
|
(in millions):
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
|
Change
|
||||||
General and administrative
|
$
|
74.1
|
|
|
$
|
72.5
|
|
|
$
|
1.6
|
|
(in millions):
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
|
Change
|
||||||
Provision for impaired assets and restaurant closings
|
$
|
6.1
|
|
|
$
|
1.9
|
|
|
$
|
4.2
|
|
(dollars in millions):
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
|
Change
|
|||||
Income from operations
|
$
|
90.0
|
|
|
$
|
96.9
|
|
|
|
|
% of Total revenues
|
7.8
|
%
|
|
8.9
|
%
|
|
(1.1
|
)%
|
(in millions):
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
|
Change
|
||||||
Interest expense, net
|
$
|
16.6
|
|
|
$
|
20.9
|
|
|
$
|
(4.3
|
)
|
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
|
Change
|
|||
Effective income tax rate
|
24.8
|
%
|
|
14.1
|
%
|
|
10.7
|
%
|
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||||
COMPANY-OWNED RESTAURANT SALES (in millions):
|
|
|
|
||||
Outback Steakhouse
|
|
|
|
||||
Domestic
|
$
|
567
|
|
|
$
|
572
|
|
International
|
146
|
|
|
88
|
|
||
Total
|
713
|
|
|
660
|
|
||
Carrabba’s Italian Grill
|
187
|
|
|
187
|
|
||
Bonefish Grill
|
158
|
|
|
143
|
|
||
Fleming’s Prime Steakhouse and Wine Bar
|
73
|
|
|
71
|
|
||
Other
|
20
|
|
|
21
|
|
||
Total Company-owned restaurant sales
|
$
|
1,151
|
|
|
$
|
1,082
|
|
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||||
FRANCHISE AND UNCONSOLIDATED JOINT VENTURE SALES (in millions) (1):
|
|
|
|
||||
Outback Steakhouse
|
|
|
|
||||
Domestic
|
$
|
84
|
|
|
$
|
83
|
|
International
|
29
|
|
|
94
|
|
||
Total
|
113
|
|
|
177
|
|
||
Carrabba’s Italian Grill
|
1
|
|
|
1
|
|
||
Bonefish Grill
|
4
|
|
|
5
|
|
||
Total franchise and unconsolidated joint venture sales (1)
|
$
|
118
|
|
|
$
|
183
|
|
Income from franchise and unconsolidated joint ventures (2)
|
$
|
5
|
|
|
$
|
11
|
|
(1)
|
Franchise and unconsolidated joint venture sales are not included in Total revenues in the Consolidated Statements of Operations and Comprehensive Income.
|
(2)
|
Represents the franchise royalty and the portion of total income related to restaurant operations included in the Consolidated Statements of Operations and Comprehensive Income in Other revenues and Income from operations of unconsolidated affiliates, respectively.
|
|
THIRTEEN WEEKS ENDED
MARCH 30, 2014
|
|
THREE
MONTHS ENDED MARCH 31, 2013 |
|||||
|
U.S. GAAP
|
|
ADJUSTED (1)
|
|
U.S. GAAP AND
ADJUSTED (2)
|
|||
Restaurant sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|||
Cost of sales
|
32.5
|
%
|
|
32.5
|
%
|
|
32.3
|
%
|
Labor and other related
|
27.1
|
%
|
|
27.1
|
%
|
|
27.7
|
%
|
Other restaurant operating
|
22.3
|
%
|
|
22.5
|
%
|
|
21.6
|
%
|
|
|
|
|
|
|
|||
Restaurant-level operating margin
|
18.2
|
%
|
|
18.0
|
%
|
|
18.4
|
%
|
(1)
|
Adjusted restaurant-level operating margins include the adjustment for the deferred rent liability write-off associated with the fourth quarter of 2013 decision to close
22
underperforming locations. The write-off of the deferred rent liability was recorded in Other restaurant operating during the
thirteen weeks ended March 30, 2014
.
|
(2)
|
No adjustments impacted Restaurant-level operating margins during the
three months ended March 31, 2013
.
|
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||||
Income from operations
|
$
|
90,026
|
|
|
$
|
96,860
|
|
Operating income margin
|
7.8
|
%
|
|
8.9
|
%
|
||
Adjustments:
|
|
|
|
||||
Transaction-related expenses (1)
|
1,118
|
|
|
—
|
|
||
Other losses (2)
|
4,929
|
|
|
—
|
|
||
Purchased intangibles amortization (3)
|
1,458
|
|
|
—
|
|
||
Adjusted income from operations
|
$
|
97,531
|
|
|
$
|
96,860
|
|
Adjusted operating income margin
|
8.4
|
%
|
|
8.9
|
%
|
||
|
|
|
|
||||
Net income attributable to Bloomin’ Brands
|
$
|
53,733
|
|
|
$
|
63,223
|
|
Adjustments:
|
|
|
|
||||
Transaction-related expenses (1)
|
1,118
|
|
|
—
|
|
||
Other losses (2)
|
4,929
|
|
|
—
|
|
||
Purchased intangibles amortization (3)
|
1,458
|
|
|
—
|
|
||
Total adjustments, before income taxes
|
7,505
|
|
|
—
|
|
||
Adjustment to provision for income taxes (4)
|
(2,695
|
)
|
|
—
|
|
||
Net adjustments
|
4,810
|
|
|
—
|
|
||
Adjusted net income
|
$
|
58,543
|
|
|
$
|
63,223
|
|
|
|
|
|
||||
Diluted earnings per share
|
$
|
0.42
|
|
|
$
|
0.50
|
|
Adjusted diluted earnings per share
|
$
|
0.46
|
|
|
$
|
0.50
|
|
|
|
|
|
||||
Diluted weighted average common shares outstanding
|
127,851
|
|
|
126,507
|
|
(1)
|
Transaction-related expenses primarily relate to costs incurred with the secondary offering of our common stock completed in March 2014.
|
(2)
|
During the
thirteen weeks ended March 30, 2014
, we incurred additional expenses for non-cancelable operating lease liabilities and restaurant closing costs associated with the fourth quarter of 2013 decision to close
22
underperforming locations.
|
(3)
|
Represents
our proportional share of
non-cash amortization of intangibles recorded as a result of the
acquisition of a controlling ownership interest in the our Brazilian operations and includes amortization for reacquired franchise rights and favorable and unfavorable leases.
|
(4)
|
Income tax effect of adjustments for the
thirteen weeks ended March 30, 2014
was calculated based on the statutory rate applicable to jurisdictions in which the above non-GAAP adjustments relate.
|
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||||
Net income attributable to Bloomin’ Brands
|
$
|
53,733
|
|
|
$
|
63,223
|
|
Provision for income taxes
|
18,164
|
|
|
10,707
|
|
||
Interest expense, net
|
16,598
|
|
|
20,880
|
|
||
Depreciation and amortization
|
46,165
|
|
|
40,196
|
|
||
EBITDA
|
134,660
|
|
|
135,006
|
|
||
Impairments and disposals (1)
|
399
|
|
|
876
|
|
||
Transaction-related expenses (2)
|
1,118
|
|
|
—
|
|
||
Stock-based compensation expense
|
3,575
|
|
|
4,429
|
|
||
Other losses (3)
|
3,335
|
|
|
582
|
|
||
Adjusted EBITDA
|
$
|
143,087
|
|
|
$
|
140,893
|
|
(1)
|
Represents the elimination of non-cash impairment charges for fixed assets and intangible assets and net gains or losses on the disposal of fixed assets.
|
(2)
|
Transaction-related expenses primarily relate to costs incurred with the secondary offering of our common stock completed in March 2014.
|
(3)
|
Represents expenses incurred as a result of (losses) gains on our partner deferred compensation participant investment accounts net of the loss (gain) on the corporate-owned life insurance policies that are held for settlement of our obligations under these programs, foreign currency loss (gain), the loss (gain) on the cash surrender value of executive life insurance and additional restaurant closing costs of approximately
$4.9 million
associated with the fourth quarter of 2013 decision to close
22
underperforming locations.
|
|
THIRTEEN
WEEKS ENDED MARCH 30, 2014 |
|
THREE
MONTHS ENDED MARCH 31, 2013 |
||||
Net cash provided by operating activities
|
$
|
39,827
|
|
|
$
|
18,100
|
|
Net cash used in investing activities
|
(41,755
|
)
|
|
(38,394
|
)
|
||
Net cash used in financing activities
|
(33,954
|
)
|
|
(21,226
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1,385
|
)
|
|
(2,701
|
)
|
||
Net decrease in cash and cash equivalents
|
$
|
(37,267
|
)
|
|
$
|
(44,221
|
)
|
•
|
50%
of its “annual excess cash flow” (with step-downs to
25%
and
0%
based upon its consolidated first lien net leverage ratio), as defined in the Credit Agreement, subject to certain exceptions;
|
•
|
100%
of the net proceeds of certain assets sales and insurance and condemnation events, subject to reinvestment rights and certain other exceptions; and
|
•
|
100%
of the net proceeds of any debt incurred, excluding permitted debt issuances.
|
DESCRIPTION
|
|
LOCATION OF CHARGE IN THE CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
|
|
AMOUNT
|
||
Restaurant closure expenses
|
|
Provision for impaired assets and restaurant closings
|
|
$
|
5,972
|
|
Severance and other liabilities
|
|
General and administrative
|
|
1,035
|
|
|
Deferred rent liability write-off
|
|
Other restaurant operating
|
|
(2,078
|
)
|
|
|
|
|
|
$
|
4,929
|
|
UNOBSERVABLE INPUT
|
|
THREE
MONTHS ENDED MARCH 31, 2013 |
Weighted-average cost of capital
|
|
9.5%
|
Long-term growth rates
|
|
2.0%
|
Annual revenue growth rates (1)
|
|
2.4% - 3.0%
|
(1)
|
Weighted average of the annual revenue growth rates unobservable input range was
2.6%
for the
three months ended March 31, 2013
.
|
REPORTING PERIOD
|
|
TOTAL NUMBER OF SHARES PURCHASED (1)
|
|
AVERAGE PRICE PAID PER SHARE
|
|
TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS
|
|
MAXIMUM NUMBER OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS
|
|||
January 1, 2014 through January 26, 2014
|
|
1,488
|
|
|
$
|
24.01
|
|
|
*
|
|
*
|
January 27, 2014 through February 23, 2014
|
|
—
|
|
|
—
|
|
|
*
|
|
*
|
|
February 24, 2014 through March 30, 2014
|
|
16,985
|
|
|
26.21
|
|
|
*
|
|
*
|
|
Total
|
|
18,473
|
|
|
|
|
*
|
|
*
|
*
|
These amounts are not applicable as we do not have a share repurchase program in effect.
|
(1)
|
Common stock purchased during the
thirteen weeks ended March 30, 2014
represented shares which were withheld for tax payments due upon the vesting of employee restricted stock awards.
|
EXHIBIT
NUMBER |
|
DESCRIPTION OF EXHIBITS
|
|
FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE |
|
|
|
|
|
10.1
|
|
Second Amendment to Credit Agreement dated as of January 3, 2014 among OSI Restaurant Partners, LLC, OSI HoldCo, Inc., the Subsidiary Guarantors and Deutsche Bank Trust Company Americas, as administrative agent
|
|
December 31, 2013 Form 10-K, Exhibit 10.3
|
|
|
|
|
|
10.2
|
|
First Amendment to Loan and Security Agreement, dated effective January 1, 2014, by and among New Private Restaurant Properties, LLC, as borrower, OSI HoldCo I, Inc., as guarantor and Wells Fargo Bank, N.A., as trustee for the registered holders of BAMLL-DB 2012-OSI Trust, Commercial Mortgage Pass-Through Certificates, Series 2012-OSI, as lender
|
|
December 31, 2013 Form 10-K, Exhibit 10.5
|
|
|
|
|
|
10.3
|
|
First Amendment to Mezzanine Loan and Security Agreement (First Mezzanine), dated as of January 3, 2014, between New PRP Mezz 1, LLC, as borrower, OSI HoldCo I, Inc., as guarantor, and Athene Annuity & Life Assurance Company, Thornburg Strategic Income Fund, Thornburg Investment Income Builder Fund and Newcastle CDO IX, 1 Limited, collectively as lender
|
|
December 31, 2013 Form 10-K, Exhibit 10.7
|
|
|
|
|
|
10.4
|
|
First Amendment to Mezzanine Loan and Security Agreement (Second Mezzanine), dated as of January 3, 2014, between New PRP Mezz 2, LLC, as borrower, OSI HoldCo I, Inc., as guarantor, and Annaly CRE Holdings LLC, as lender
|
|
December 31, 2013 Form 10-K, Exhibit 10.9
|
|
|
|
|
|
10.5
|
|
Lease, dated January 21, 2014, between OS Southern, LLC and MVP LRS, LLC
|
|
December 31, 2013 Form 10-K, Exhibit 10.28
|
|
|
|
|
|
10.6
|
|
Termination of Registration Rights Agreement among Bloomin’ Brands, Inc. and certain stockholders of Bloomin’ Brands, Inc. made as of April 29, 2014
|
|
May 1, 2014 Form 8-K, Exhibit 10.1
|
|
|
|
|
|
10.7
|
|
Termination of Stockholders Agreement among Bloomin’ Brands, Inc. and certain stockholders of Bloomin’ Brands, Inc. made as of April 29, 2014
|
|
May 1, 2014 Form 8-K, Exhibit 10.2
|
|
|
|
|
|
10.8
|
|
Registration Rights Agreement among Bloomin’ Brands, Inc. and certain stockholders of Bloomin’ Brands, Inc. made as of April 29, 2014
|
|
May 1, 2014 Form 8-K, Exhibit 10.3
|
|
|
|
|
|
10.9
|
|
Stockholders Agreement among Bloomin’ Brands, Inc. and certain stockholders of Bloomin’ Brands, Inc. made as of April 29, 2014
|
|
May 1, 2014 Form 8-K, Exhibit 10.4
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial and Administrative Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
1
|
|
Filed herewith
|
|
|
|
|
|
32.2
|
|
Certification of Chief Financial and Administrative Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
1
|
|
Filed herewith
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
Date:
|
May 9, 2014
|
|
BLOOMIN’ BRANDS, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By: /s/ David J. Deno
|
|
|
|
David J. Deno
Executive Vice President and Chief Financial and
Administrative Officer
(Principal Financial Officer)
|
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