(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
$0.01 par value | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
Item 2.02 | Results of Operations and Financial Condition |
Item 9.01 | Financial Statements and Exhibits |
Exhibit Number | Description | ||
99.1 | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
BLOOMIN’ BRANDS, INC. | |||
(Registrant) | |||
Date: | May 8, 2020 | By: | /s/ Christopher Meyer |
Christopher Meyer | |||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
NEWS | Exhibit 99.1 | |||
Mark Graff | ||||
Group Vice President, IR & Finance | ||||
(813) 830-5311 |
Q1 | |||||||||||
2020 | 2019 | CHANGE | |||||||||
Diluted earnings per share attributable to common stockholders | $ | (0.44 | ) | $ | 0.69 | $ | (1.13 | ) | |||
Adjustments | 0.58 | 0.06 | 0.52 | ||||||||
Adjusted diluted earnings per share | $ | 0.14 | $ | 0.75 | $ | (0.61 | ) | ||||
(dollars in millions) | Q1 2020 | Q1 2019 | CHANGE | |||||||
Total revenues | $ | 1,008.3 | $ | 1,128.1 | (10.6 | )% | ||||
GAAP restaurant-level operating margin | 12.1 | % | 17.1 | % | (5.0 | )% | ||||
Adjusted restaurant-level operating margin (1) | 12.5 | % | 17.1 | % | (4.6 | )% | ||||
GAAP operating income margin | (4.1 | )% | 7.3 | % | (11.4 | )% | ||||
Adjusted operating income margin (1) | 2.7 | % | 7.8 | % | (5.1 | )% |
(1) | See Preliminary Data and Non-GAAP Measures later in this release. |
• | The decrease in total revenues was primarily due to: (i) lower U.S. comparable restaurant sales driven by the COVID-19 pandemic, (ii) domestic refranchising, (iii) foreign currency translation and (iv) the decrease in franchise revenues driven by the COVID-19 pandemic, partially offset by the net impact of restaurant openings and closures. |
• | GAAP restaurant-level operating margin decreased due to: (i) lower comparable restaurant sales and costs in connection with the COVID-19 pandemic, including relief pay, inventory obsolescence and incremental operating costs, and (ii) commodity and labor inflation. |
• | The primary difference between GAAP and Adjusted restaurant-level operating margin is that adjusted restaurant-level operating margin excludes the negative impact of inventory obsolescence and spoilage costs associated with COVID-19. |
• | GAAP operating income margin decreased due to: (i) restaurant-level operating margin discussed above, (ii) asset impairment charges related to the COVID-19 pandemic and (iii) the impact of restructuring and transformation initiatives. These costs were excluded from our adjusted operating income margin. |
EIGHT WEEKS ENDED | FIVE WEEKS ENDED | THIRTEEN WEEKS ENDED | ||||||
Comparable restaurant sales (stores open 18 months or more): | FEBRUARY 23, 2020 | MARCH 29, 2020 | MARCH 29, 2020 | |||||
U.S. | ||||||||
Outback Steakhouse | 2.2 | % | (28.1 | )% | (9.5 | )% | ||
Carrabba’s Italian Grill | 4.5 | % | (29.9 | )% | (8.7 | )% | ||
Bonefish Grill | 2.0 | % | (38.6 | )% | (13.9 | )% | ||
Fleming’s Prime Steakhouse & Wine Bar | 2.4 | % | (40.0 | )% | (13.2 | )% | ||
Combined U.S. | 2.6 | % | (31.0 | )% | (10.4 | )% | ||
International | ||||||||
Outback Steakhouse - Brazil (1) | NM | NM | 6.8 | % |
NM | Not meaningful. |
(1) | Brazil comparable restaurant sales are on a one-month lag and are presented on a calendar basis. Represents results through February 29, 2020. Brazil’s First Quarter comparable restaurant sales do not include any material impact from the COVID-19 pandemic. Most of our Brazil restaurants are currently open for off-premises only. |
TABLE ONE | |||||||
BLOOMIN’ BRANDS, INC. | |||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||
(UNAUDITED) | |||||||
THIRTEEN WEEKS ENDED | |||||||
MARCH 29, 2020 | MARCH 31, 2019 | ||||||
(in thousands, except per share data) | (PRELIMINARY) | ||||||
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 | ||
(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 |
TABLE TWO | |||||||
BLOOMIN’ BRANDS, INC. | |||||||
SEGMENT RESULTS | |||||||
(UNAUDITED) | |||||||
THIRTEEN WEEKS ENDED | |||||||
(dollars in thousands) | MARCH 29, 2020 | MARCH 31, 2019 | |||||
U.S. Segment | (PRELIMINARY) | ||||||
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 | % | |||
International Segment | |||||||
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 | % | |||
Reconciliation of Segment Income from Operations to Consolidated (Loss) Income from Operations | |||||||
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 |
TABLE THREE | |||||||
BLOOMIN’ BRANDS, INC. | |||||||
SUPPLEMENTAL BALANCE SHEET INFORMATION | |||||||
(UNAUDITED) | |||||||
MARCH 29, 2020 | DECEMBER 29, 2019 | ||||||
(in thousands) | (PRELIMINARY) | ||||||
Cash and cash equivalents (1) | $ | 403,395 | $ | 67,145 | |||
Net working capital (deficit) (1)(2) | $ | (265,584 | ) | $ | (621,553 | ) | |
Total assets | $ | 3,766,601 | $ | 3,592,683 | |||
Total debt, net (1) | $ | 1,418,640 | $ | 1,048,704 | |||
Total stockholders’ equity | $ | 100,143 | $ | 177,481 | |||
Common stock outstanding | 87,417 | 86,946 |
(1) | During the thirteen weeks ended March 29, 2020, we borrowed $376.0 million, net of repayments, on our revolving credit facility. |
(2) | The change in net working capital (deficit) during the thirteen weeks ended March 29, 2020 is primarily due to cash proceeds from borrowings on our revolving credit facility with the corresponding liability recorded as Long-term debt, net on the Company’s Balance Sheet. We have, and in the future may continue to have, negative working capital balances (as is common for many restaurant companies). We operate successfully with negative working capital because cash collected on Restaurant sales is typically received before payment is due on our current liabilities, and our inventory turnover rates require relatively low investment in inventories. Additionally, ongoing cash flows from restaurant operations and gift card sales are typically used to service debt obligations and to make capital expenditures. |
TABLE FOUR | ||||||||||||||
BLOOMIN’ BRANDS, INC. | ||||||||||||||
RESTAURANT-LEVEL OPERATING MARGIN NON-GAAP RECONCILIATION | ||||||||||||||
(UNAUDITED) | ||||||||||||||
THIRTEEN WEEKS ENDED | (UNFAVORABLE) FAVORABLE CHANGE IN ADJUSTED YEAR TO DATE | |||||||||||||
MARCH 29, 2020 | MARCH 31, 2019 | |||||||||||||
(PRELIMINARY) | ||||||||||||||
Consolidated: | GAAP | ADJUSTED (1) | GAAP | ADJUSTED | ||||||||||
Restaurant sales | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
Cost of sales | 32.1 | % | 31.5 | % | 31.7 | % | 31.7 | % | 0.2 | % | ||||
Labor and other related | 31.0 | % | 31.0 | % | 28.7 | % | 28.7 | % | (2.3 | )% | ||||
Other restaurant operating | 24.7 | % | 25.0 | % | 22.6 | % | 22.6 | % | (2.4 | )% | ||||
Restaurant-level operating margin (2) | 12.1 | % | 12.5 | % | 17.1 | % | 17.1 | % | (4.6 | )% | ||||
Segments - Restaurant-level operating margin: | ||||||||||||||
U.S. (2) | 11.5 | % | 11.7 | % | 16.7 | % | 16.7 | % | (5.0 | )% | ||||
International (2) | 18.5 | % | 20.2 | % | 22.3 | % | 22.3 | % | (2.1 | )% |
(1) | The table set forth below titled “Restaurant-level Operating Margin Adjustments” provides additional information regarding the adjustments for each period presented. |
(2) | The following categories of our revenue and operating expenses are not included in restaurant-level operating margin because we do not consider them reflective of operating performance at the restaurant-level within a period: |
(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. |
THIRTEEN WEEKS ENDED | |||
MARCH 29, 2020 | |||
(dollars in millions) | (PRELIMINARY) | ||
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. Includes $1.8 million of adjustments recorded in the international segment. All other adjustments were recorded within the U.S. segment. |
TABLE FIVE | |||||||
BLOOMIN’ BRANDS, INC. | |||||||
(LOSS) INCOME FROM OPERATIONS, NET (LOSS) INCOME AND DILUTED (LOSS) EARNINGS PER SHARE NON-GAAP RECONCILIATIONS | |||||||
(UNAUDITED) | |||||||
THIRTEEN WEEKS ENDED | |||||||
MARCH 29, 2020 | MARCH 31, 2019 | ||||||
(in thousands, except per share data) | (PRELIMINARY) | ||||||
(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 other 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. |
(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 buyout 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. |
THIRTEEN WEEKS ENDED | |||||||
(dollars in thousands) | MARCH 29, 2020 | MARCH 31, 2019 | |||||
Cost of sales | $ | 6,182 | $ | — | |||
Other restaurant operating | (2,643 | ) | (22 | ) | |||
Depreciation and amortization | 407 | 565 | |||||
General and administrative | 24,224 | 3,255 | |||||
Provision for impaired assets and restaurant closings | 40,911 | 2,220 | |||||
Provision for income taxes | (21,995 | ) | (819 | ) | |||
Redemption of preferred stock in excess of carrying value | 3,496 | — | |||||
Net adjustments | $ | 50,582 | $ | 5,199 |
TABLE SIX | |||||||
BLOOMIN’ BRANDS, INC. | |||||||
SEGMENT INCOME FROM OPERATIONS NON-GAAP RECONCILIATION | |||||||
(UNAUDITED) | |||||||
THIRTEEN WEEKS ENDED | |||||||
(dollars in thousands) | MARCH 29, 2020 | MARCH 31, 2019 | |||||
U.S. Segment | (PRELIMINARY) | ||||||
Income from operations | $ | 11,379 | $ | 113,035 | |||
Operating income margin | 1.3 | % | 11.1 | % | |||
Adjustments: | |||||||
COVID-19 related costs (1) | 42,979 | — | |||||
Restaurant relocations and related costs (2) | 592 | 1,032 | |||||
Severance (3) | — | 700 | |||||
Restaurant and asset impairments and closing costs (4) | (2,797 | ) | 1,835 | ||||
Adjusted income from operations | $ | 52,153 | $ | 116,602 | |||
Adjusted operating income margin | 5.8 | % | 11.5 | % | |||
International Segment | |||||||
Income from operations | $ | 6,787 | $ | 13,720 | |||
Operating income margin | 6.0 | % | 12.1 | % | |||
Adjustments: | |||||||
COVID-19 related costs (1) | 5,192 | — | |||||
Restaurant and asset impairments and closing costs (4) | — | 296 | |||||
Adjusted income from operations | $ | 11,979 | $ | 14,016 | |||
Adjusted operating income margin | 10.5 | % | 12.3 | % |
(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. |
(2) | Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation program. |
(3) | Relates to severance costs incurred as a result of restructuring activities. |
(4) | Includes a lease buyout gain of $2.8 million in 2020 and asset impairment charges and related costs primarily related to approved closure and restructuring initiatives in 2019. |
TABLE SEVEN | |||||||||||
BLOOMIN’ BRANDS, INC. | |||||||||||
COMPARATIVE RESTAURANT INFORMATION | |||||||||||
(UNAUDITED) | |||||||||||
Number of restaurants (at end of the period): | DECEMBER 29, 2019 | OPENINGS | CLOSURES | MARCH 29, 2020 | |||||||
U.S. | |||||||||||
Outback Steakhouse | |||||||||||
Company-owned | 579 | — | (4 | ) | 575 | ||||||
Franchised | 145 | — | — | 145 | |||||||
Total | 724 | — | (4 | ) | 720 | ||||||
Carrabba’s Italian Grill | |||||||||||
Company-owned | 204 | — | — | 204 | |||||||
Franchised | 21 | — | — | 21 | |||||||
Total | 225 | — | — | 225 | |||||||
Bonefish Grill | |||||||||||
Company-owned | 190 | — | — | 190 | |||||||
Franchised | 7 | — | — | 7 | |||||||
Total | 197 | — | — | 197 | |||||||
Fleming’s Prime Steakhouse & Wine Bar | |||||||||||
Company-owned | 68 | — | (1 | ) | 67 | ||||||
Other | |||||||||||
Company-owned | 4 | — | — | 4 | |||||||
U.S. total | 1,218 | — | (5 | ) | 1,213 | ||||||
International | |||||||||||
Company-owned | |||||||||||
Outback Steakhouse—Brazil (1) | 99 | 4 | — | 103 | |||||||
Other | 29 | — | — | 29 | |||||||
Franchised | |||||||||||
Outback Steakhouse - South Korea | 72 | 2 | (2 | ) | 72 | ||||||
Other | 55 | 2 | (2 | ) | 55 | ||||||
International total | 255 | 8 | (4 | ) | 259 | ||||||
System-wide total | 1,473 | 8 | (9 | ) | 1,472 |
(1) | The restaurant counts for Brazil are reported as of November 30, 2019 and February 29, 2020 to correspond with the balance sheet dates of this subsidiary. |
TABLE EIGHT | |||||
BLOOMIN’ BRANDS, INC. | |||||
COMPARABLE RESTAURANT SALES INFORMATION | |||||
(UNAUDITED) | |||||
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) | 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 | 8.4 | % | (2.4 | )% | |
Average check per person (3): | |||||
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 | (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) | Average check per person includes the impact of menu pricing changes, product mix and discounts. |