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 July 31, 2013 |
BLOOMIN’ BRANDS, INC. | |||
(Registrant) | |||
Date: | July 31, 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 |
• | Second quarter Adjusted diluted earnings per pro forma share were $0.25 per share, a 56.0% increase from the same period in 2012. Second quarter Diluted earnings per share were $0.58 per share, an increase of $0.42 from the same period in 2012. |
THREE MONTHS ENDED | |||||||||||
JUNE 30, | |||||||||||
2013 | 2012 | $ Change | |||||||||
Diluted earnings per share | $ | 0.58 | $ | 0.16 | $ | 0.42 | |||||
Adjustments (1) | (0.33 | ) | — | (0.33 | ) | ||||||
Adjusted diluted earnings per pro forma share (1) | $ | 0.25 | $ | 0.16 | $ | 0.09 |
(1) | See Reconciliations of Non-GAAP Measurements to U.S. GAAP Results included later in this release. Adjustments for the second quarter of 2013 primarily relate to the loss incurred for the extinguishment and modification of long-term debt incurred in the repricing transaction, costs incurred in association with the secondary offering of common stock and an adjustment to apply a normalized tax rate to remove the effect of the income tax benefit of the valuation allowance release in the current year. Adjustments for the second quarter of 2012 primarily relate to 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 second quarter of 2013 increased by 3.9% to over $1.0 billion. |
• | Blended domestic comparable restaurant sales for Company-owned restaurants for the second quarter grew by a reported 2.0% (2.2% when adjusted for the impact of trading day) and traffic rose by 1.2% for the Company’s four core concepts. |
• | Restaurant level operating margins (calculated as Restaurant sales less Cost of sales, Labor and other related costs and Other restaurant operating expenses) in the second quarter were 16.0%, an increase of 30 basis points from the same period in 2012. |
• | Adjusted income from operations was $68.6 million in the second quarter of 2013 as compared to $51.0 million for the same period in 2012, an increase of $17.6 million. Income from operations for the second quarter of 2013 was $67.9 million versus $48.7 million for the same quarter of the prior year. |
• | Adjusted net income attributable to Bloomin’ Brands, Inc. in the second quarter of 2013 was $31.8 million versus $19.3 million for the same period in 2012. Net income attributable to Bloomin’ Brands, Inc. for the second quarter of 2013 was $74.9 million versus $17.4 million for the same period in 2012. |
• | During the second quarter of 2013, the Company opened seven new locations: one domestic Bonefish Grill restaurant, one Outback Steakhouse in South Korea, two new Brazilian joint venture locations and three international franchise restaurants. The Company also completed 31 restaurant renovations during the quarter: 14 Outback Steakhouse and 17 Carrabba’s Italian Gill locations. |
• | During the second quarter of 2013, the Company determined that recoverability of certain net deferred income tax assets was more likely than not. Accordingly, in the second quarter, the Company recorded a $67.7 million reduction of its valuation allowance, of which $52.0 million was recorded as income tax benefit and $15.7 million as an increase to Additional paid-in capital. For purposes of calculating Adjusted net income attributable to Bloomin’ Brands, Inc., the Company applied a normalized annual effective income tax rate primarily to remove the effect of the income tax benefit of the valuation allowance release in the current year. Please see the Reconciliations of Non-GAAP Measurements to U.S. GAAP Results included later in this release. |
• | Total revenues increased 3.9% to over $1.0 billion versus the same quarter in 2012. This increase was primarily due to additional revenues from the opening of 45 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 general menu prices and customer traffic, which were partially offset by mix in the Company’s product sales. 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 nine restaurants since June 30, 2012. |
• | Blended domestic comparable restaurant sales for Company-owned restaurants grew 2.0% for the Company’s four core concepts. Results for Company-owned restaurants, by concept, were as follows: |
THREE MONTHS ENDED JUNE 30, 2013 | COMPANY- OWNED | |
Domestic comparable restaurant sales (stores open 18 months or more) | ||
Outback Steakhouse | 2.8% | |
Carrabba’s Italian Grill | 0.3% | |
Bonefish Grill | 0.2% | |
Fleming’s Prime Steakhouse and Wine Bar | 3.8% |
• | The number of weekdays and weekend days in a given reporting period can impact the Company’s reported comparable restaurant sales. During the second quarter of 2013, the trading day impact on blended domestic comparable restaurant sales for Company-owned restaurants was (0.2)%. Exclusive of the trading day impact, the second quarter blended domestic comparable restaurant sales for Company-owned restaurants would have been approximately 2.2%. |
• | Restaurant level operating margins were 16.0% in the current quarter as compared to 15.7% in the second quarter of 2012, an increase of 30 basis points. This increase was primarily attributable to higher productivity savings, leveraging of average unit volumes and menu price increases. The increase was partially offset by higher kitchen and field management labor and bonus expenses, commodity inflation primarily associated with beef and increased operating supplies, utilities and repair and maintenance costs. |
• | Adjusted operating income as a percentage of Total revenues for the second quarter increased 150 basis points to 6.7% as compared to 5.2% in the second quarter of 2012. The increase was driven primarily by higher restaurant level operating margins and decreases in General and administrative expenses and the Provision for impaired assets and restaurant closings. The decrease in General and administrative expenses was mainly attributable to costs associated with the Company’s annual managing partner conference which shifted from the second quarter in 2012 to the first quarter in 2013, lower management fees due to the termination of the management agreement in connection with the Company’s initial public offering in 2012 and lower insurance expenses. These decreases were partially offset by additional stock-based compensation. |
THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||||||||||
JUNE 30, | JUNE 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||||||
Revenues | |||||||||||||||
Restaurant sales | $ | 1,007,991 | $ | 970,021 | $ | 2,090,347 | $ | 2,015,487 | |||||||
Other revenues | 10,865 | 10,845 | 20,759 | 21,005 | |||||||||||
Total revenues | 1,018,856 | 980,866 | 2,111,106 | 2,036,492 | |||||||||||
Costs and expenses | |||||||||||||||
Cost of sales | 325,453 | 315,472 | 675,442 | 651,331 | |||||||||||
Labor and other related | 284,028 | 271,400 | 583,895 | 564,901 | |||||||||||
Other restaurant operating | 237,440 | 230,877 | 471,249 | 449,842 | |||||||||||
Depreciation and amortization | 40,889 | 39,247 | 81,085 | 78,107 | |||||||||||
General and administrative | 65,094 | 72,216 | 137,585 | 148,218 | |||||||||||
Provision for impaired assets and restaurant closings | 689 | 4,654 | 2,585 | 9,089 | |||||||||||
Income from operations of unconsolidated affiliates | (2,623 | ) | (1,720 | ) | (5,481 | ) | (4,124 | ) | |||||||
Total costs and expenses | 950,970 | 932,146 | 1,946,360 | 1,897,364 | |||||||||||
Income from operations | 67,886 | 48,720 | 164,746 | 139,128 | |||||||||||
Loss on extinguishment and modification of debt | (14,586 | ) | — | (14,586 | ) | (2,851 | ) | ||||||||
Other expense, net | (133 | ) | (183 | ) | (350 | ) | (129 | ) | |||||||
Interest expense, net | (18,015 | ) | (24,037 | ) | (38,895 | ) | (45,011 | ) | |||||||
Income before (benefit) provision for income taxes | 35,152 | 24,500 | 110,915 | 91,137 | |||||||||||
(Benefit) provision for income taxes | (41,312 | ) | 3,936 | (30,605 | ) | 16,741 | |||||||||
Net income | 76,464 | 20,564 | 141,520 | 74,396 | |||||||||||
Less: net income attributable to noncontrolling interests | 1,596 | 3,124 | 3,429 | 6,957 | |||||||||||
Net income attributable to Bloomin’ Brands, Inc. | $ | 74,868 | $ | 17,440 | $ | 138,091 | $ | 67,439 | |||||||
Net income | $ | 76,464 | $ | 20,564 | $ | 141,520 | $ | 74,396 | |||||||
Other comprehensive income: | |||||||||||||||
Foreign currency translation adjustment | (8,144 | ) | (6,662 | ) | (12,676 | ) | (3,513 | ) | |||||||
Comprehensive income | 68,320 | 13,902 | 128,844 | 70,883 | |||||||||||
Less: comprehensive income attributable to noncontrolling interests | 1,596 | 3,124 | 3,429 | 6,957 | |||||||||||
Comprehensive income attributable to Bloomin’ Brands, Inc. | $ | 66,724 | $ | 10,778 | $ | 125,415 | $ | 63,926 | |||||||
Earnings per share: | |||||||||||||||
Basic | $ | 0.61 | $ | 0.16 | $ | 1.13 | $ | 0.63 | |||||||
Diluted | $ | 0.58 | $ | 0.16 | $ | 1.08 | $ | 0.63 | |||||||
Weighted average common shares outstanding: | |||||||||||||||
Basic | 122,858 | 106,361 | 122,052 | 106,361 | |||||||||||
Diluted | 128,338 | 107,380 | 127,599 | 107,255 |
JUNE 30, 2013 | DECEMBER 31, 2012 | ||||||
(unaudited) | |||||||
Cash and cash equivalents (1) | $ | 222,441 | $ | 261,690 | |||
Net working capital (deficit) (2) | (110,180 | ) | (203,566 | ) | |||
Total assets | 2,980,390 | 3,016,553 | |||||
Total debt, net | 1,463,771 | 1,494,440 | |||||
Total stockholders’ equity | 395,474 | 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 | SIX MONTHS ENDED | ||||||||||||||
JUNE 30, | JUNE 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Income from operations | $ | 67,886 | $ | 48,720 | $ | 164,746 | $ | 139,128 | |||||||
Transaction-related expenses (1) | 704 | — | 704 | 6,761 | |||||||||||
Management fees and expenses (2) | — | 2,291 | — | 4,617 | |||||||||||
Adjusted income from operations | $ | 68,590 | $ | 51,011 | $ | 165,450 | $ | 150,506 | |||||||
Net income attributable to Bloomin’ Brands, Inc. | $ | 74,868 | $ | 17,440 | $ | 138,091 | $ | 67,439 | |||||||
Transaction-related expenses (1) | 704 | — | 704 | 6,761 | |||||||||||
Management fees and expenses (2) | — | 2,291 | — | 4,617 | |||||||||||
Loss on extinguishment and modification of debt (3) | 14,586 | — | 14,586 | 2,851 | |||||||||||
Total adjustments, before income taxes | 15,290 | 2,291 | 15,290 | 14,229 | |||||||||||
Adjustment to (benefit) provision for income taxes (4) | (58,370 | ) | (426 | ) | (58,370 | ) | (2,647 | ) | |||||||
Net adjustments | (43,080 | ) | 1,865 | (43,080 | ) | 11,582 | |||||||||
Adjusted net income attributable to Bloomin’ Brands, Inc. | $ | 31,788 | $ | 19,305 | $ | 95,011 | $ | 79,021 | |||||||
Diluted earnings per share | $ | 0.58 | $ | 0.16 | $ | 1.08 | $ | 0.63 | |||||||
Adjusted diluted earnings per share | $ | 0.25 | $ | 0.18 | $ | 0.74 | $ | 0.74 | |||||||
Adjusted diluted earnings per pro forma share | $ | 0.25 | $ | 0.16 | $ | 0.74 | $ | 0.65 | |||||||
Diluted weighted average common shares outstanding | 128,338 | 107,380 | 127,599 | 107,255 | |||||||||||
Pro forma IPO adjustment (5) | — | 14,197 | — | 14,197 | |||||||||||
Pro forma diluted weighted average common shares outstanding (5) | 128,338 | 121,577 | 127,599 | 121,452 |
(1) | Transaction-related expenses primarily relate to costs incurred in association with the secondary offering of the Company’s common stock completed in May 2013 and the refinancing of the 2012 CMBS Loan in March 2012. |
(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 IPO in August 2012. |
(3) | Loss on extinguishment and modification of debt is related to the repricing of OSI Restaurant Partner, LLC’s term loan B facility in April 2013 and the extinguishment of the previous CMBS loan in connection with New Private Restaurant Properties, LLC, and two of the Company’s other indirect wholly-owned subsidiaries, entering into the 2012 CMBS loan in March 2012. |
(4) | Adjustment to (benefit) provision for income taxes for the three and six months ended June 30, 2013 represents an adjustment to the (Benefit) provision for income taxes to apply a normalized annual effective income tax rate, which excludes the income tax benefit of the valuation allowance release, to Adjusted income before (benefit) provision for income taxes. The normalized 2013 full-year tax rate is more comparable to the Company’s expectation for future effective income tax rates. The Company’s expected future effective income tax rate is lower than the U.S. blended federal and state statutory rate because of the continued generation of U.S. tax credits and expected earnings in foreign jurisdictions with lower income tax rates. See calculation below of the income tax effect of adjustments for the three and six months ended June 30, 2013. Adjustment to (benefit) provision for income taxes for the three and six months ended June 30, 2012 was calculated using the projected full-year effective income tax rate of 18.6%. |
THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||
JUNE 30, 2013 | JUNE 30, 2013 | |||||||
Income before (benefit) provision for income taxes | $ | 35,152 | $ | 110,915 | ||||
Transaction-related expenses | 704 | 704 | ||||||
Loss on extinguishment and modification of debt | 14,586 | 14,586 | ||||||
Adjusted income before (benefit) provision for income taxes | 50,442 | 126,205 | ||||||
Income tax expense at normalized tax rate of approximately 33.8% and 22.0% for the three and six months ended June 30, 2013, respectively (a) | 17,058 | 27,765 | ||||||
Less: (Benefit) provision for income taxes | (41,312 | ) | (30,605 | ) | ||||
Adjustment to (benefit) provision for income taxes | $ | 58,370 | $ | 58,370 |
(a) | Due to the second quarter 2013 income tax valuation allowance release, the Company utilized a normalized annual effective tax rate of 22.0% for the six months ended June 30, 2013. As a result, the Adjustment to (benefit) provision for income taxes for the three months ended June 30, 2013 includes approximately $6.0 million of higher income tax effect for the true-up of a normalized tax rate treatment on the first quarter of 2013 which, as previously reported, did not include any adjustments. Excluding the effect of this true-up in the second quarter of 2013, the Adjusted net income attributable to Bloomin’ Brands, Inc. would have been $37.7 million and Adjusted diluted earnings per pro forma share would have been $0.29 per share for the three months ended June 30, 2013. If the normalized tax rate had been applied during the first quarter of 2013, Adjusted net income attributable to Bloomin’ Brands, Inc. would have been $57.3 million and Adjusted diluted earnings per pro forma share would have been $0.45 per share for the three months ended March 31, 2013 (reported amounts were $63.2 million and $0.50 per share, respectively). |
(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 and six months ended June 30, 2013. |
JUNE 30, | |||||
2013 | 2012 | ||||
Number of restaurants (at end of the period): | |||||
Outback Steakhouse | |||||
Company-owned—domestic (1) | 663 | 670 | |||
Company-owned—international (1) | 117 | 112 | |||
Franchised—domestic | 106 | 106 | |||
Franchised and joint venture—international | 93 | 83 | |||
Total | 979 | 971 | |||
Carrabba’s Italian Grill | |||||
Company-owned | 234 | 230 | |||
Franchised | 1 | 1 | |||
Total | 235 | 231 | |||
Bonefish Grill | |||||
Company-owned | 175 | 155 | |||
Franchised | 7 | 7 | |||
Total | 182 | 162 | |||
Fleming’s Prime Steakhouse and Wine Bar | |||||
Company-owned | 65 | 64 | |||
Roy’s | |||||
Company-owned | 22 | 22 | |||
System-wide total | 1,483 | 1,450 |
(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. |