Delaware | 001-35625 | 20-8023465 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition |
1. | Stockholders elected each of the following three nominees as a director to serve for a term to expire at the 2020 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, as set forth below. |
Name | Votes For | Votes Withheld | Broker Non-Votes | |||
James R. Craigie | 85,550,973 | 3,308,370 | 6,012,349 | |||
Mindy Grossman | 79,957,385 | 8,901,958 | 6,012,349 | |||
Chris T. Sullivan | 83,786,430 | 5,072,913 | 6,012,349 |
2. | Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2017, as set forth below. |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
91,159,178 | 3,687,969 | 24,545 | — |
3. | Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth below. |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
69,733,990 | 19,083,202 | 42,151 | 6,012,349 |
Item 9.01 | Financial Statements and Exhibits |
Exhibit Number | Description | ||
99.1 | Press Release of Bloomin’ Brands, Inc. dated April 26, 2017 |
BLOOMIN’ BRANDS, INC. | |||
(Registrant) | |||
Date: | April 26, 2017 | By: | /s/ David J. Deno |
David J. Deno | |||
Executive Vice President and Chief Financial and Administrative Officer (Principal Financial and Accounting Officer) |
NEWS | Exhibit 99.1 | |||
Mark Graff | ||||
Vice President, IR & Finance | ||||
(813) 830-5311 |
• | Reported combined U.S. comparable restaurant sales down 0.2% including up 1.4% at Outback Steakhouse; |
• | Reported comparable restaurant sales for Outback Steakhouse in Brazil up 3.6%; |
• | Generated $46 million in gross sale-leaseback proceeds; and |
• | Opened 11 new restaurants, including eight in international markets. |
Q1 | |||||||||||
2017 | 2016 | CHANGE | |||||||||
Diluted earnings per share | $ | 0.41 | $ | 0.29 | $ | 0.12 | |||||
Adjustments | 0.13 | 0.18 | (0.05 | ) | |||||||
Adjusted diluted earnings per share | $ | 0.54 | $ | 0.47 | $ | 0.07 | |||||
(dollars in millions) | Q1 2017 | Q1 2016 | % Change | |||||||
Total revenues | $ | 1,143.8 | $ | 1,164.2 | (1.7 | )% | ||||
U.S. GAAP restaurant-level operating margin | 17.5 | % | 17.8 | % | (0.3 | )% | ||||
Adjusted restaurant-level operating margin (1) | 17.0 | % | 17.6 | % | (0.6 | )% | ||||
U.S. GAAP operating income margin | 6.0 | % | 7.4 | % | (1.4 | )% | ||||
Adjusted operating income margin (1) | 7.6 | % | 7.8 | % | (0.2 | )% |
(1) | See Non-GAAP Measures later in this release. |
• | The decrease in Total revenues was primarily due to the sale of Outback Steakhouse South Korea restaurants in July 2016, partially offset by the effect of foreign currency translation and the net benefit of new restaurant openings and closings. |
• | The decrease in U.S. GAAP restaurant-level operating margin was primarily due to: (i) higher labor costs due to higher wage rates and investments in our service model, (ii) higher net rent expense due to the sale-leaseback of certain properties and (iii) operating expense inflation. These decreases were partially offset by: (i) increases in average check, (ii) lower advertising expense and (iii) productivity savings. |
• | Adjusted restaurant-level operating margin excludes the impact of the write-off of deferred rent in connection with the 2017 Closure Initiative and our 2016 Bonefish Restructuring. |
• | The decrease in U.S. GAAP operating margin was primarily due to restaurant closing costs related to the 2017 Closure Initiative and lower U.S. GAAP restaurant-level margin. These decreases were partially offset by the timing of our annual partner’s conference which occurred in Q1 of 2016, but will not occur until Q2 of 2017. |
• | Also included in U.S. GAAP and Adjusted operating income is $3.4 million of certain legal and tax contingencies related to our Brazilian operation. |
• | Adjusted operating margin excludes the impact of our 2017 Closure Initiative and certain other adjustments. See table five later in this release for more information. |
THIRTEEN WEEKS ENDED MARCH 26, 2017 | COMPANY-OWNED | ||
Comparable restaurant sales (stores open 18 months or more): | |||
U.S. | |||
Outback Steakhouse | 1.4 | % | |
Carrabba’s Italian Grill | (3.8 | )% | |
Bonefish Grill | (0.8 | )% | |
Fleming’s Prime Steakhouse & Wine Bar | (2.9 | )% | |
Combined U.S. | (0.2 | )% | |
International | |||
Outback Steakhouse - Brazil | 3.6 | % |
• | Expenses incurred in connection with our remodel program; and |
• | Intangible amortization recorded as a result of the 2013 acquisition of our Brazil operations. |
TABLE ONE | |||||||
BLOOMIN’ BRANDS, INC. | |||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||
(UNAUDITED) | |||||||
THIRTEEN WEEKS ENDED | |||||||
(dollars in thousands, except per share data) | MARCH 26, 2017 | MARCH 27, 2016 | |||||
Revenues | |||||||
Restaurant sales | $ | 1,135,488 | $ | 1,158,052 | |||
Franchise and other revenues | 8,335 | 6,136 | |||||
Total revenues | 1,143,823 | 1,164,188 | |||||
Costs and expenses | |||||||
Cost of sales | 364,748 | 375,288 | |||||
Labor and other related | 324,398 | 322,805 | |||||
Other restaurant operating | 247,940 | 253,571 | |||||
Depreciation and amortization | 46,590 | 47,651 | |||||
General and administrative | 71,941 | 75,025 | |||||
Provision for impaired assets and restaurant closings | 19,076 | 3,164 | |||||
Total costs and expenses | 1,074,693 | 1,077,504 | |||||
Income from operations | 69,130 | 86,684 | |||||
Loss on defeasance, extinguishment and modification of debt | — | (26,580 | ) | ||||
Other expense, net | (51 | ) | (19 | ) | |||
Interest expense, net | (9,141 | ) | (12,875 | ) | |||
Income before provision for income taxes | 59,938 | 47,210 | |||||
Provision for income taxes | 15,015 | 11,327 | |||||
Net income | 44,923 | 35,883 | |||||
Less: net income attributable to noncontrolling interests | 1,013 | 1,408 | |||||
Net income attributable to Bloomin’ Brands | $ | 43,910 | $ | 34,475 | |||
Earnings per share: | |||||||
Basic | $ | 0.43 | $ | 0.29 | |||
Diluted | $ | 0.41 | $ | 0.29 | |||
Weighted average common shares outstanding: | |||||||
Basic | 103,074 | 117,930 | |||||
Diluted | 106,413 | 120,776 | |||||
Cash dividends declared per common share | $ | 0.08 | $ | 0.07 |
TABLE TWO | |||||||
BLOOMIN’ BRANDS, INC. | |||||||
SEGMENT RESULTS | |||||||
(UNAUDITED) | |||||||
(dollars in thousands) | THIRTEEN WEEKS ENDED | ||||||
U.S. Segment | MARCH 26, 2017 | MARCH 27, 2016 | |||||
Revenues | |||||||
Restaurant sales | $ | 1,027,212 | $ | 1,038,749 | |||
Franchise and other revenues | 5,406 | 5,030 | |||||
Total revenues | $ | 1,032,618 | $ | 1,043,779 | |||
Restaurant-level operating margin | 17.2 | % | 17.3 | % | |||
Income from operations | $ | 100,946 | $ | 117,839 | |||
Operating income margin | 9.8 | % | 11.3 | % | |||
International Segment | |||||||
Revenues | |||||||
Restaurant sales | $ | 108,276 | $ | 119,303 | |||
Franchise and other revenues | 2,929 | 1,106 | |||||
Total revenues | $ | 111,205 | $ | 120,409 | |||
Restaurant-level operating margin | 20.3 | % | 19.5 | % | |||
Income from operations | $ | 8,802 | $ | 11,349 | |||
Operating income margin | 7.9 | % | 9.4 | % | |||
Reconciliation of Segment Income from Operations to Consolidated Income from Operations | |||||||
Segment income from operations | |||||||
U.S. | $ | 100,946 | $ | 117,839 | |||
International | 8,802 | 11,349 | |||||
Total segment income from operations | 109,748 | 129,188 | |||||
Unallocated corporate operating expense | (40,618 | ) | (42,504 | ) | |||
Total income from operations | $ | 69,130 | $ | 86,684 |
TABLE THREE | |||||||
BLOOMIN’ BRANDS, INC. | |||||||
SUPPLEMENTAL BALANCE SHEET INFORMATION | |||||||
(UNAUDITED) | |||||||
(dollars in thousands) | MARCH 26, 2017 | DECEMBER 25, 2016 | |||||
Cash and cash equivalents (1) | $ | 98,383 | $ | 127,176 | |||
Net working capital (deficit) (2) | $ | (505,488 | ) | $ | (432,889 | ) | |
Total assets | $ | 2,510,976 | $ | 2,642,279 | |||
Total debt, net | $ | 1,002,376 | $ | 1,089,485 | |||
Total stockholders’ equity | $ | 219,148 | $ | 195,353 |
(1) | Excludes restricted cash. |
(2) | The Company has, and in the future may continue to have, negative working capital balances (as is common for many restaurant companies). The Company operates successfully with negative working capital because cash collected on Restaurant sales is typically received before payment is due on its current liabilities and its inventory turnover rates require relatively low investment in inventories. Additionally, ongoing cash flows from restaurant operations and gift card sales are 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 | |||||||||||||
MARCH 26, 2017 | MARCH 27, 2016 | |||||||||||||
Consolidated: | U.S. GAAP | ADJUSTED (1) | U.S. GAAP | ADJUSTED (2) | QUARTER TO DATE | |||||||||
Restaurant sales | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
Cost of sales | 32.1 | % | 32.1 | % | 32.4 | % | 32.4 | % | 0.3 | % | ||||
Labor and other related | 28.6 | % | 28.6 | % | 27.9 | % | 27.9 | % | (0.7 | )% | ||||
Other restaurant operating | 21.8 | % | 22.3 | % | 21.9 | % | 22.1 | % | (0.2 | )% | ||||
Restaurant-level operating margin | 17.5 | % | 17.0 | % | 17.8 | % | 17.6 | % | (0.6 | )% | ||||
Segments: | ||||||||||||||
Restaurant-level operating margin - U.S. | 17.2 | % | 16.7 | % | 17.3 | % | 17.1 | % | (0.4 | )% | ||||
Restaurant-level operating margin - International | 20.3 | % | 20.3 | % | 19.5 | % | 19.5 | % | 0.8 | % |
(1) | Includes adjustments for the write-off of $5.1 million of deferred rent liabilities primarily associated with the 2017 Closure Initiative, in the U.S. segment. |
(2) | Includes adjustments for the write-off of $1.9 million of deferred rent liabilities primarily associated with the Bonefish Restructuring, in the U.S. segment. |
TABLE FIVE | |||||||
BLOOMIN’ BRANDS, INC. | |||||||
INCOME FROM OPERATIONS, NET INCOME AND DILUTED EARNINGS PER SHARE NON-GAAP RECONCILIATIONS | |||||||
(UNAUDITED) | |||||||
THIRTEEN WEEKS ENDED | |||||||
(in thousands, except per share data) | MARCH 26, 2017 | MARCH 27, 2016 | |||||
Income from operations | $ | 69,130 | $ | 86,684 | |||
Operating income margin | 6.0 | % | 7.4 | % | |||
Adjustments: | |||||||
Restaurant impairments and closing costs (1) | 15,497 | 2,131 | |||||
Restaurant relocations and related costs (2) | 2,107 | 356 | |||||
Transaction-related expenses (3) | 207 | 572 | |||||
Severance (4) | — | 1,135 | |||||
Total income from operations adjustments | 17,811 | 4,194 | |||||
Adjusted income from operations | $ | 86,941 | $ | 90,878 | |||
Adjusted operating income margin | 7.6 | % | 7.8 | % | |||
Net income attributable to Bloomin’ Brands | $ | 43,910 | $ | 34,475 | |||
Adjustments: | |||||||
Income from operations adjustments | 17,811 | 4,194 | |||||
Loss on defeasance, extinguishment and modification of debt (5) | — | 26,580 | |||||
Total adjustments, before income taxes | 17,811 | 30,774 | |||||
Adjustment to provision for income taxes (6) | (4,419 | ) | (9,076 | ) | |||
Net adjustments | 13,392 | 21,698 | |||||
Adjusted net income | $ | 57,302 | $ | 56,173 | |||
Diluted earnings per share | $ | 0.41 | $ | 0.29 | |||
Adjusted diluted earnings per share | $ | 0.54 | $ | 0.47 | |||
Diluted weighted average common shares outstanding | 106,413 | 120,776 |
(1) | Represents expenses incurred for the 2017 Closure Initiative, Bonefish Restructuring and International Restaurant Closure Initiative. |
(2) | Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation program. |
(3) | Represents costs incurred in connection with our sale-leaseback initiative. |
(4) | Relates to severance expense incurred as a result of the relocation of our Fleming’s operations center to the corporate home office in 2016. |
(5) | Relates to the defeasance of the 2012 CMBS loan in 2016. |
(6) | Represents income tax effect of the adjustments for the thirteen weeks ended March 26, 2017 and March 27, 2016. |
THIRTEEN WEEKS ENDED | |||||||
(dollars in thousands) | MARCH 26, 2017 | MARCH 27, 2016 | |||||
Other restaurant operating | $ | (5,139 | ) | $ | (2,013 | ) | |
Depreciation and amortization | 1,593 | 444 | |||||
General and administrative | 2,389 | 2,652 | |||||
Provision for impaired assets and restaurant closings | 18,968 | 3,111 | |||||
Loss on defeasance, extinguishment and modification of debt | — | 26,580 | |||||
Provision for income taxes | (4,419 | ) | (9,076 | ) | |||
Net adjustments | $ | 13,392 | $ | 21,698 |
TABLE SIX | |||||||
BLOOMIN’ BRANDS, INC. | |||||||
SEGMENT INCOME FROM OPERATIONS NON-GAAP RECONCILIATION | |||||||
(UNAUDITED) | |||||||
U.S. Segment | THIRTEEN WEEKS ENDED | ||||||
(dollars in thousands) | MARCH 26, 2017 | MARCH 27, 2016 | |||||
Income from operations | $ | 100,946 | $ | 117,839 | |||
Operating income margin | 9.8 | % | 11.3 | % | |||
Adjustments: | |||||||
Restaurant impairments and closing costs (1) | 15,497 | 2,224 | |||||
Restaurant relocations and related costs (2) | 2,107 | 356 | |||||
Transaction-related expenses (3) | 207 | 334 | |||||
Severance (4) | — | 539 | |||||
Adjusted income from operations | $ | 118,757 | $ | 121,292 | |||
Adjusted operating income margin | 11.5 | % | 11.6 | % | |||
International Segment | |||||||
(dollars in thousands) | |||||||
Income from operations | $ | 8,802 | $ | 11,349 | |||
Operating income margin | 7.9 | % | 9.4 | % | |||
Adjustments: | |||||||
Restaurant impairments and closing costs (5) | — | (433 | ) | ||||
Adjusted income from operations | $ | 8,802 | $ | 10,916 | |||
Adjusted operating income margin | 7.9 | % | 9.1 | % |
(1) | Represents expenses incurred for the 2017 Closure Initiative and Bonefish Restructuring. |
(2) | Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation program. |
(3) | Represents costs incurred in connection with our sale-leaseback initiative. |
(4) | Relates primarily to the relocation of our Fleming’s operations center to the corporate home office in 2016. |
(5) | Represents expenses incurred primarily for the International Restaurant Closure Initiative. |
TABLE SEVEN | |||||||||||
BLOOMIN’ BRANDS, INC. | |||||||||||
COMPARATIVE RESTAURANT INFORMATION | |||||||||||
(UNAUDITED) | |||||||||||
Number of restaurants (at end of the period): | DECEMBER 25, 2016 | OPENINGS | CLOSURES | MARCH 26, 2017 | |||||||
U.S. | |||||||||||
Outback Steakhouse | |||||||||||
Company-owned | 650 | — | (13 | ) | 637 | ||||||
Franchised | 105 | 1 | (1 | ) | 105 | ||||||
Total | 755 | 1 | (14 | ) | 742 | ||||||
Carrabba’s Italian Grill | |||||||||||
Company-owned | 242 | — | (14 | ) | 228 | ||||||
Franchised | 2 | — | — | 2 | |||||||
Total | 244 | — | (14 | ) | 230 | ||||||
Bonefish Grill | |||||||||||
Company-owned | 204 | 1 | (9 | ) | 196 | ||||||
Franchised | 6 | 1 | — | 7 | |||||||
Total | 210 | 2 | (9 | ) | 203 | ||||||
Fleming’s Prime Steakhouse & Wine Bar | |||||||||||
Company-owned | 68 | — | (1 | ) | 67 | ||||||
International | |||||||||||
Company-owned | |||||||||||
Outback Steakhouse—Brazil (1) | 83 | — | — | 83 | |||||||
Other | 29 | 2 | — | 31 | |||||||
Franchised | |||||||||||
Outback Steakhouse - South Korea | 73 | 4 | (2 | ) | 75 | ||||||
Other | 54 | 2 | (1 | ) | 55 | ||||||
Total | 239 | 8 | (3 | ) | 244 | ||||||
System-wide total | 1,516 | 11 | (41 | ) | 1,486 |
(1) | The restaurant counts for Brazil are reported as of November 30, 2016 and February 28, 2017, respectively, to correspond with the balance sheet dates of this subsidiary. |
TABLE EIGHT | |||||
BLOOMIN’ BRANDS, INC. | |||||
COMPARABLE RESTAURANT SALES INFORMATION | |||||
(UNAUDITED) | |||||
THIRTEEN WEEKS ENDED | |||||
MARCH 26, 2017 | MARCH 27, 2016 | ||||
Year over year percentage change: | |||||
Comparable restaurant sales (stores open 18 months or more) (1): | |||||
U.S. | |||||
Outback Steakhouse | 1.4 | % | (1.3 | )% | |
Carrabba’s Italian Grill | (3.8 | )% | (2.0 | )% | |
Bonefish Grill | (0.8 | )% | (2.7 | )% | |
Fleming’s Prime Steakhouse & Wine Bar | (2.9 | )% | 1.3 | % | |
Combined U.S. | (0.2 | )% | (1.5 | )% | |
International | |||||
Outback Steakhouse - Brazil (2) | 3.6 | % | 8.8 | % | |
Traffic: | |||||
U.S. | |||||
Outback Steakhouse | (2.1 | )% | (3.0 | )% | |
Carrabba’s Italian Grill | (7.2 | )% | 1.5 | % | |
Bonefish Grill | (2.2 | )% | (5.2 | )% | |
Fleming’s Prime Steakhouse & Wine Bar | (7.5 | )% | 1.2 | % | |
Combined U.S. | (3.3 | )% | (2.2 | )% | |
International | |||||
Outback Steakhouse - Brazil | (1.8 | )% | 0.3 | % | |
Average check per person increases (decreases) (3): | |||||
U.S. | |||||
Outback Steakhouse | 3.5 | % | 1.7 | % | |
Carrabba’s Italian Grill | 3.4 | % | (3.5 | )% | |
Bonefish Grill | 1.4 | % | 2.5 | % | |
Fleming’s Prime Steakhouse & Wine Bar | 4.6 | % | 0.1 | % | |
Combined U.S. | 3.1 | % | 0.7 | % | |
International | |||||
Outback Steakhouse - Brazil | 6.2 | % | 7.3 | % |
(1) | Comparable restaurant sales exclude the effect of fluctuations in foreign currency rates. Relocated international restaurants closed more than 30 days and relocated U.S. restaurants closed more than 60 days are excluded from comparable restaurant sales until at least 18 months after reopening. |
(2) | Includes the trading day impact from calendar period reporting of (0.8)% and 1.3% for the thirteen weeks ended March 26, 2017 and March 27, 2016, respectively. |
(3) | Average check per person increases (decreases) includes the impact of menu pricing changes, product mix and discounts. |