Delaware | 001-35625 | 20-8023465 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. 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)) |
Exhibit Number | Description | ||
99.1 | Press Release of Bloomin’ Brands, Inc. dated April 30, 2013 |
BLOOMIN’ BRANDS, INC. | |||
(Registrant) | |||
Date: | April 30, 2013 | By: | /s/ David J. Deno |
David J. Deno | |||
Executive Vice President and Chief Financial Officer |
NEWS | Exhibit 99.1 | |||
Mark W. Seymour, Jr. | ||||
Vice President, Investor Relations | ||||
(813) 830-5311 |
• | First quarter Adjusted diluted earnings per pro forma share were $0.50 per share, an increase of 2.0% from the same period in 2012. First quarter Diluted earnings per share were $0.50 per share, an increase of 6.4% from the same period in 2012. |
THREE MONTHS ENDED MARCH 31, | |||||||||||
2013 | 2012 | $ Change | |||||||||
Diluted earnings per share | $ | 0.50 | $ | 0.47 | $ | 0.03 | |||||
Adjustments (1) | — | 0.02 | (0.02 | ) | |||||||
Adjusted diluted earnings per pro forma share (1) | $ | 0.50 | $ | 0.49 | $ | 0.01 |
(1) | See Reconciliations of Non-GAAP Measurements to U.S. GAAP Results included later in this release. Adjustments for the first quarter of 2012 primarily relate to the refinancing of long-term debt including the related loss on extinguishment as well as management fees and expenses. Adjusted diluted earnings per pro forma share in 2012 gives pro forma effect to the issuance of shares in the initial public offering (“IPO”) as if they were all outstanding on January 1, 2012. |
• | Total revenues for the first quarter of 2013 increased by 3.5% to $1.1 billion. |
• | Blended domestic comparable restaurant sales for Company-owned restaurants for the first quarter grew by a reported 1.6% (2.4% when adjusted for the impact of trading day) for the Company’s four core concepts. The increase was driven by a 2.2% traffic increase. |
• | For the first quarter of 2013, restaurant level operating margins (calculated as Restaurant sales less Cost of sales, Labor and other related costs and Other restaurant operating expenses) were 18.4% as a percentage of Restaurant sales, a decrease of 50 basis points from the same quarter in 2012. |
• | Adjusted income from operations was $96.9 million in the first quarter of 2013 as compared to $99.5 million for the same period in 2012, a decrease of $2.6 million. Income from operations for the first quarter of 2013 was $96.9 million as compared to $90.4 million for the same quarter of the prior year. |
• | Adjusted net income attributable to Bloomin’ Brands, Inc. in the first quarter of 2013 increased to $63.2 million as compared to $59.6 million for the same period in 2012. Net income attributable to Bloomin’ Brands, Inc. for the first quarter of 2013 was $63.2 million as compared to $50.0 million for the same period in 2012. |
• | During the first quarter of 2013, the Company opened 10 new Company-owned locations: seven Bonefish Grill restaurants, one domestic Outback Steakhouse restaurant and two international Outback Steakhouse restaurants in Korea. In addition, 15 Company-owned restaurant renovations were completed during the quarter. |
• | Total revenues increased 3.5% to $1.1 billion versus the same quarter in 2012. This increase was primarily due to additional revenues from the opening of 44 new restaurants not included in the Company’s comparable restaurant sales base and an increase in comparable restaurant sales at existing restaurants. The comparable restaurant sales increase was driven by increases in customer traffic and modest menu price increases which were partially offset by unfavorable winter weather conditions and loss of the additional day in February due to Leap Year in 2012. The increases in customer traffic resulted from selective daypart expansion across certain concepts, innovations in menu, service, promotions and operations across the portfolio and renovations at additional Outback Steakhouse locations. In addition, Total revenues were impacted by the closing of eight restaurants since March 31, 2012. |
• | Blended domestic comparable restaurant sales for Company-owned restaurants grew 1.6% for the Company’s four core concepts. Results for Company-owned restaurants, by concept, were as follows: |
THREE MONTHS ENDED MARCH 31, 2013 | COMPANY- OWNED | |
Domestic comparable restaurant sales (stores open 18 months or more) | ||
Outback Steakhouse | 2.5% | |
Carrabba’s Italian Grill | (1.7)% | |
Bonefish Grill | 0.5% | |
Fleming’s Prime Steakhouse and Wine Bar | 5.0% |
• | The number of weekdays and weekend days in a given reporting period can impact the Company’s reported comparable restaurant sales. During the first quarter of 2013, the trading day impact on blended domestic comparable restaurant sales for Company-owned restaurants was (0.8)%, mainly attributable to Leap Day in February of 2012. Exclusive of the trading day impact, the first quarter blended domestic comparable restaurant sales for Company-owned restaurants would have been approximately 2.4%. |
• | Restaurant level operating margins were 18.4% in the current quarter as compared to 18.9% in the first quarter of 2012, or a 50 basis point decrease. This decrease was primarily attributable to increased food inflation, additional labor expense associated with increased employee wage rates and training for new restaurant openings, higher occupancy costs due to the sale-leaseback transaction in March 2012 and increased advertising expense. The decrease was partially offset by leveraging of average unit volumes, modest menu price increases, productivity initiative savings and lower costs associated with deferred compensation plans. |
• | Adjusted operating income as a percentage of Total revenues for the first quarter decreased 50 basis points to 8.9% as compared to 9.4% in the first quarter of 2012. The decrease was driven primarily by lower restaurant level operating margins and an increase in general and administrative expenses (on an adjusted basis). The increase in general and administrative expenses was mainly attributable to approximately $4.0 million of costs associated with the Company’s annual managing partner conference which shifted from the second quarter in 2012 to the first quarter in 2013 and additional stock-based compensation. The decrease in Adjusted operating income was partially offset by reduced impairment expense. |
• | Comparable restaurant sales growth of at least 2.0% with positive traffic. |
• | Adjusted net income attributable to Bloomin’ Brands, Inc. from at least $136.0 million to at least $141.0 million and GAAP net income attributable to Bloomin’ Brands, Inc. from at least $136.0 million to at least $165.0 million. The GAAP net income attributable to Bloomin’ Brands, Inc. assumes the potential release of the valuation allowance on deferred tax assets of at least $40.0 million during 2013 and a $14.0 million to $17.0 million charge associated with the repricing of the Company’s senior secured term loan B facility. |
• | Based on the revised expectations for Adjusted and GAAP net income attributable to Bloomin’ Brands, Inc., Adjusted diluted earnings per share from at least $1.06 to at least $1.10 and GAAP diluted earnings per share from at least $1.06 to at least $1.28. |
• | Incorporated in the increase in full-year Adjusted diluted earnings per share guidance of at least $1.10 is a second quarter estimate for Adjusted diluted earnings per share of at least $0.21. |
• | For the full-year 2013, the adjusted effective income tax rate is expected to range from 20.0% to 22.0%. The tax rate favorability in the first quarter was due to timing that is expected to reverse in the second quarter of 2013. |
• | Additional expenses associated with the restaurant relocation plan would be in the range of approximately $4.0 million to $8.0 million for 2013. |
• | Full-year 2013 interest expense of approximately $74.0 million which is approximately $9.0 million less than previously anticipated. |
THREE MONTHS ENDED | |||||||
MARCH 31, | |||||||
2013 | 2012 | ||||||
(unaudited) | (unaudited) | ||||||
Revenues | |||||||
Restaurant sales | $ | 1,082,356 | $ | 1,045,466 | |||
Other revenues | 9,894 | 10,160 | |||||
Total revenues | 1,092,250 | 1,055,626 | |||||
Costs and expenses | |||||||
Cost of sales | 349,989 | 335,859 | |||||
Labor and other related | 299,867 | 293,501 | |||||
Other restaurant operating | 233,809 | 218,965 | |||||
Depreciation and amortization | 40,196 | 38,860 | |||||
General and administrative | 72,491 | 76,002 | |||||
Provision for impaired assets and restaurant closings | 1,896 | 4,435 | |||||
Income from operations of unconsolidated affiliates | (2,858 | ) | (2,404 | ) | |||
Total costs and expenses | 995,390 | 965,218 | |||||
Income from operations | 96,860 | 90,408 | |||||
Loss on extinguishment of debt | — | (2,851 | ) | ||||
Other (expense) income, net | (217 | ) | 54 | ||||
Interest expense, net | (20,880 | ) | (20,974 | ) | |||
Income before provision for income taxes | 75,763 | 66,637 | |||||
Provision for income taxes | 10,707 | 12,805 | |||||
Net income | 65,056 | 53,832 | |||||
Less: net income attributable to noncontrolling interests | 1,833 | 3,833 | |||||
Net income attributable to Bloomin’ Brands, Inc. | $ | 63,223 | $ | 49,999 | |||
Net income | $ | 65,056 | $ | 53,832 | |||
Other comprehensive income: | |||||||
Foreign currency translation adjustment | (4,532 | ) | 3,149 | ||||
Comprehensive income | 60,524 | 56,981 | |||||
Less: comprehensive income attributable to noncontrolling interests | 1,833 | 3,833 | |||||
Comprehensive income attributable to Bloomin’ Brands, Inc. | $ | 58,691 | $ | 53,148 | |||
Earnings per share: | |||||||
Basic | $ | 0.52 | $ | 0.47 | |||
Diluted | $ | 0.50 | $ | 0.47 | |||
Weighted average common shares outstanding: | |||||||
Basic | 121,238 | 106,332 | |||||
Diluted | 126,507 | 107,058 |
MARCH 31, 2013 | DECEMBER 31, 2012 | ||||||
(unaudited) | |||||||
Cash and cash equivalents (1) | $ | 217,469 | $ | 261,690 | |||
Net working capital (deficit) (2) | (146,838 | ) | (203,566 | ) | |||
Total assets | 2,954,393 | 3,016,553 | |||||
Total debt, net | 1,464,861 | 1,494,440 | |||||
Total stockholders’ equity | 298,739 | 220,205 |
(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 for capital expenditures. |
THREE MONTHS ENDED | |||||||
MARCH 31, | |||||||
2013 | 2012 | ||||||
Income from operations | $ | 96,860 | $ | 90,408 | |||
Transaction-related expenses (1) | — | 6,761 | |||||
Management fees and expenses (2) | — | 2,326 | |||||
Adjusted income from operations | $ | 96,860 | $ | 99,495 | |||
Net income attributable to Bloomin’ Brands, Inc. | $ | 63,223 | $ | 49,999 | |||
Transaction-related expenses (1) | — | 6,761 | |||||
Management fees and expenses (2) | — | 2,326 | |||||
Loss on extinguishment of debt (3) | — | 2,851 | |||||
Total adjustments, before income taxes | — | 11,938 | |||||
Income tax effect of adjustments (4) | — | (2,291 | ) | ||||
Net adjustments | — | 9,647 | |||||
Adjusted net income attributable to Bloomin’ Brands, Inc. | $ | 63,223 | $ | 59,646 | |||
Diluted earnings per share | $ | 0.50 | $ | 0.47 | |||
Adjusted diluted earnings per share | $ | 0.50 | $ | 0.56 | |||
Adjusted diluted earnings per pro forma share | $ | 0.50 | $ | 0.49 | |||
Diluted weighted average common shares outstanding | 126,507 | 107,058 | |||||
Pro forma IPO adjustment (5) | — | 14,197 | |||||
Pro forma diluted weighted average common shares outstanding (5) | 126,507 | 121,255 |
(1) | Transaction-related expenses primarily relate to costs incurred in association with the refinancing of the 2012 CMBS loan. |
(2) | Represents management fees, out-of-pocket expenses and certain other reimbursable expenses paid to a management company owned by the sponsors and founders under a management agreement with the Company. In accordance with the terms of an amendment, this agreement terminated immediately prior to the completion of the Company’s IPO in August 2012. |
(3) | Loss on extinguishment of debt is related to the extinguishment of the previous CMBS loan in connection with New Private Restaurant Properties, LLC, a wholly-owned subsidiary of Bloomin’ Brands, Inc., entering into the 2012 CMBS loan. |
(4) | Income tax effect of adjustments for the three months ended March 31, 2012 was calculated using the projected full-year effective tax rate of 19.2%. |
(5) | Gives pro forma effect to the issuance of shares in the IPO as if they were all outstanding on January 1, 2012. There is no effect of this adjustment for the three months ended March 31, 2013. |
MARCH 31, | |||||
2013 | 2012 | ||||
Number of restaurants (at end of the period): | |||||
Outback Steakhouse | |||||
Company-owned—domestic (1) | 663 | 670 | |||
Company-owned—international (1) | 117 | 110 | |||
Franchised—domestic | 106 | 106 | |||
Franchised and joint venture—international | 89 | 81 | |||
Total | 975 | 967 | |||
Carrabba’s Italian Grill | |||||
Company-owned | 234 | 230 | |||
Franchised | 1 | 1 | |||
Total | 235 | 231 | |||
Bonefish Grill | |||||
Company-owned | 174 | 151 | |||
Franchised | 7 | 7 | |||
Total | 181 | 158 | |||
Fleming’s Prime Steakhouse and Wine Bar | |||||
Company-owned | 65 | 64 | |||
Roy’s | |||||
Company-owned | 22 | 22 | |||
System-wide total | 1,478 | 1,442 |
(1) | One Company-owned restaurant in Puerto Rico that was previously included in Outback Steakhouse (international) is now included in Outback Steakhouse (domestic). The prior period has been revised to conform to the current period presentation. |