Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 28, 2014 | Feb. 18, 2015 | Jun. 29, 2014 |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 28-Dec-14 | ||
Entity Registrant Name | Bloomin' Brands, Inc. | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $1.60 | ||
Entity Common Stock, Shares Outstanding | 126,386,965 | ||
Entity Central Index Key | 1546417 | ||
Current Fiscal Year End Date | -16 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 28, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets | ||
Cash and cash equivalents | $165,744 | $209,871 |
Current portion of restricted cash and cash equivalents | 6,829 | 3,364 |
Inventories | 80,817 | 80,613 |
Deferred income tax assets | 123,866 | 70,802 |
Assets held for sale | 16,667 | 1,034 |
Other current assets, net | 206,628 | 117,712 |
Total current assets | 600,551 | 483,396 |
Restricted cash | 25,451 | 25,055 |
Property, fixtures and equipment, net | 1,629,311 | 1,633,263 |
Goodwill | 341,540 | 352,118 |
Intangible assets, net | 585,432 | 617,133 |
Deferred income tax assets | 6,038 | 2,392 |
Other assets, net | 155,963 | 165,119 |
Total assets | 3,344,286 | 3,278,476 |
Current Liabilities | ||
Accounts payable | 191,207 | 164,619 |
Accrued and other current liabilities | 237,844 | 197,114 |
Current portion of partner deposits and accrued partner obligations | 8,399 | 12,548 |
Unearned revenue | 376,696 | 359,443 |
Current portion of long-term debt | 25,964 | 13,546 |
Total current liabilities | 840,110 | 747,270 |
Partner deposits and accrued partner obligations | 69,766 | 78,116 |
Deferred rent | 121,819 | 105,963 |
Deferred income tax liabilities | 181,125 | 150,051 |
Long-term debt, net | 1,289,879 | 1,405,597 |
Other long-term liabilities, net | 260,405 | 286,786 |
Total liabilities | 2,763,104 | 2,773,783 |
Commitments and contingencies | ||
Mezzanine Equity | ||
Redeemable noncontrolling interests | 24,733 | 21,984 |
Bloomin’ Brands Stockholders’ Equity | ||
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of December 28, 2014 and December 31, 2013 | 0 | 0 |
Common stock, $0.01 par value, 475,000,000 shares authorized; 125,949,870 and 124,784,124 shares issued and outstanding as of December 28, 2014 and December 31, 2013, respectively | 1,259 | 1,248 |
Additional paid-in capital | 1,085,627 | 1,068,705 |
Accumulated deficit | -474,994 | -565,154 |
Accumulated other comprehensive loss | -60,542 | -26,418 |
Total Bloomin’ Brands stockholders’ equity | 551,350 | 478,381 |
Noncontrolling interests | 5,099 | 4,328 |
Total stockholders’ equity | 556,449 | 482,709 |
Total liabilities, mezzanine equity and stockholders’ equity | $3,344,286 | $3,278,476 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS Parenthetical (USD $) | Dec. 28, 2014 | Dec. 31, 2013 |
Bloomin’ Brands Stockholders’ Equity | ||
Preferred stock, par value per share | $0.01 | $0.01 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $0.01 | $0.01 |
Common stock, shares authorized | 475,000,000 | 475,000,000 |
Common stock, shares issued | 125,949,870 | 124,784,124 |
Common stock, shares outstanding | 125,949,870 | 124,784,124 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues | |||
Restaurant sales | $4,415,783 | $4,089,128 | $3,946,116 |
Other revenues | 26,928 | 40,102 | 41,679 |
Total revenues | 4,442,711 | 4,129,230 | 3,987,795 |
Costs and expenses | |||
Cost of sales | 1,435,359 | 1,333,842 | 1,281,002 |
Labor and other related | 1,218,961 | 1,157,622 | 1,117,624 |
Other restaurant operating | 1,049,053 | 964,279 | 918,522 |
Depreciation and amortization | 190,911 | 164,094 | 155,482 |
General and administrative | 304,382 | 268,928 | 326,473 |
Provision for impaired assets and restaurant closings | 52,081 | 22,838 | 13,005 |
Income from operations of unconsolidated affiliates | 0 | -7,730 | -5,450 |
Total costs and expenses | 4,250,747 | 3,903,873 | 3,806,658 |
Income from operations | 191,964 | 225,357 | 181,137 |
Loss on extinguishment and modification of debt | -11,092 | -14,586 | -20,957 |
Gain on remeasurement of equity method investment | 0 | 36,608 | 0 |
Other expense, net | -1,244 | -246 | -128 |
Interest expense, net | -59,658 | -74,773 | -86,642 |
Income before provision (benefit) for income taxes | 119,970 | 172,360 | 73,410 |
Provision (benefit) for income taxes | 24,044 | -42,208 | 12,106 |
Net income | 95,926 | 214,568 | 61,304 |
Less: net income attributable to noncontrolling interests | 4,836 | 6,201 | 11,333 |
Net income attributable to Bloomin’ Brands | 91,090 | 208,367 | 49,971 |
Other comprehensive income: | |||
Foreign currency translation adjustment | -31,731 | -17,597 | 7,543 |
Reclassification of accumulated foreign currency translation adjustment for previously held equity investment | 0 | 5,980 | 0 |
Unrealized losses on derivatives, net of tax | -2,393 | 0 | 0 |
Comprehensive income | 61,802 | 202,951 | 68,847 |
Less: comprehensive income attributable to noncontrolling interests | 4,836 | 6,201 | 11,333 |
Comprehensive income attributable to Bloomin’ Brands | $56,966 | $196,750 | $57,514 |
Earnings per share: | |||
Basic | $0.73 | $1.69 | $0.45 |
Diluted | $0.71 | $1.63 | $0.44 |
Weighted average common shares outstanding: | |||
Basic | 125,139 | 122,972 | 111,999 |
Diluted | 128,317 | 128,074 | 114,821 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common stock [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] | Accumulated other comprehensive loss [Member] | Non-controlling interests [Member] |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at Dec. 31, 2011 | $40,297 | $1,066 | $874,753 | ($822,625) | ($22,344) | $9,447 |
Balance (in shares) at Dec. 31, 2011 | 106,573,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 61,304 | 49,971 | 11,333 | |||
Other comprehensive income (loss), net of tax | 7,543 | 7,543 | ||||
Issuance of common stock in connection with initial public offering, shares | 14,197,000 | |||||
Issuance of common stock in connection with initial public offering, value | 142,242 | 142 | 142,100 | |||
Release of valuation allowance related to purchases of limited partnerships and joint venture interests | 0 | |||||
Stock-based compensation | 21,671 | 21,671 | ||||
Common stock issued under stock plans, shares, net of forfeitures and shares withheld for employee taxes | 378,000 | |||||
Common stock issued under stock plans, value, net of forfeitures and shares withheld for employee taxes | 633 | 3 | 1,061 | -431 | ||
Issuance of notes receivable due from stockholders | -587 | -587 | ||||
Repayment of notes receivable due from stockholders | 1,661 | 1,661 | ||||
Purchase of limited partnership and joint venture interests, net of tax | -40,582 | -39,696 | -886 | |||
Distributions to noncontrolling interests | -13,977 | -13,977 | ||||
Balance at Dec. 31, 2012 | 220,205 | 1,211 | 1,000,963 | -773,085 | -14,801 | 5,917 |
Balance (in shares) at Dec. 31, 2012 | 121,148,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 214,837 | 208,367 | 6,470 | |||
Other comprehensive income (loss), net of tax | -11,617 | -11,617 | ||||
Release of valuation allowance related to purchases of limited partnerships and joint venture interests | 15,669 | 15,669 | ||||
Stock-based compensation | 14,185 | 14,185 | ||||
Excess tax benefits on stock-based compensation | 4,363 | 4,363 | ||||
Common stock issued under stock plans, shares, net of forfeitures and shares withheld for employee taxes | 3,636,000 | |||||
Common stock issued under stock plans, value, net of forfeitures and shares withheld for employee taxes | 27,297 | 37 | 27,696 | -436 | ||
Issuance of notes receivable due from stockholders | 0 | |||||
Repayment of notes receivable due from stockholders | 5,829 | 5,829 | ||||
Distributions to noncontrolling interests | -8,059 | -8,059 | ||||
Balance at Dec. 31, 2013 | 482,709 | 1,248 | 1,068,705 | -565,154 | -26,418 | 4,328 |
Balance (in shares) at Dec. 31, 2013 | 124,784,124 | 124,784,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 95,251 | 91,090 | 4,161 | |||
Other comprehensive income (loss), net of tax | -34,124 | -34,124 | ||||
Release of valuation allowance related to purchases of limited partnerships and joint venture interests | 0 | |||||
Stock-based compensation | 17,420 | 17,420 | ||||
Excess tax benefits on stock-based compensation | 2,732 | 2,732 | ||||
Common stock issued under stock plans, shares, net of forfeitures and shares withheld for employee taxes | 1,166,000 | |||||
Common stock issued under stock plans, value, net of forfeitures and shares withheld for employee taxes | 8,140 | 11 | 9,059 | -930 | ||
Issuance of notes receivable due from stockholders | 0 | |||||
Repayment of notes receivable due from stockholders | 0 | |||||
Purchase of limited partnership and joint venture interests, net of tax | -10,426 | -11,662 | 1,236 | |||
Transfer to redeemable noncontrolling interest | -627 | -627 | ||||
Distributions to noncontrolling interests | -4,626 | -4,626 | ||||
Balance at Dec. 28, 2014 | $556,449 | $1,259 | $1,085,627 | ($474,994) | ($60,542) | $5,099 |
Balance (in shares) at Dec. 28, 2014 | 125,949,870 | 125,950,000 |
CONSOLIDATED_STATEMENTS_OF_CHA1
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Parenthetical (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 28, 2014 |
Deferred tax effect of purchase of noncontrolling interests | $6,785 |
Additional paid-in capital [Member] | |
Deferred tax effect of purchase of noncontrolling interests | $6,785 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows provided by operating activities: | |||
Net income | $95,926 | $214,568 | $61,304 |
Adjustments to reconcile net income to cash provided by operating activities: | |||
Depreciation and amortization | 190,911 | 164,094 | 155,482 |
Amortization of deferred financing fees | 3,116 | 3,574 | 8,222 |
Amortization of capitalized gift card sales commissions | 27,509 | 23,826 | 21,136 |
Provision for impaired assets and restaurant closings | 52,081 | 22,838 | 13,005 |
Accretion on debt discounts | 2,078 | 2,451 | 880 |
Stock-based and other non-cash compensation expense | 19,689 | 21,589 | 44,778 |
Income from operations of unconsolidated affiliates | 0 | -7,730 | -5,450 |
Deferred income tax benefit | -13,623 | -83,603 | -7,442 |
Loss on disposal of property, fixtures and equipment | 3,608 | 1,441 | 2,141 |
Gain on life insurance and restricted cash investments | -2,213 | -5,284 | -5,150 |
Loss on extinguishment and modification of debt | 11,092 | 14,586 | 20,957 |
Gain on remeasurement of equity method investment | 0 | -36,608 | 0 |
Loss (gain) on disposal of business or subsidiary | 770 | 0 | -3,500 |
Recognition of deferred gain on sale-leaseback transaction | -2,140 | -2,135 | -1,610 |
Excess tax benefits from stock-based compensation | -2,732 | -4,363 | 0 |
Change in assets and liabilities: | |||
(Increase) decrease in inventories | -3,126 | 3,768 | -8,577 |
Increase in other current assets | -116,828 | -28,336 | -13,746 |
Decrease (increase) in other assets | 9,459 | -259 | 4,034 |
Increase in accounts payable and accrued and other current liabilities | 32,182 | 10,192 | 4,687 |
Increase in deferred rent | 18,746 | 20,618 | 17,064 |
Increase in unearned revenue | 21,030 | 29,634 | 29,621 |
Increase in other long-term liabilities | 4,471 | 12,403 | 2,255 |
Net cash provided by operating activities | 352,006 | 377,264 | 340,091 |
Cash flows (used in) provided by investing activities: | |||
Purchases of life insurance policies | -1,682 | -4,159 | -6,451 |
Proceeds from sale of life insurance policies | 627 | 1,239 | 0 |
Proceeds from disposal of property, fixtures and equipment | 5,745 | 3,223 | 4,529 |
Proceeds from sale-leaseback transaction | 0 | 0 | 192,886 |
Acquisition of business, net of cash acquired | -3,063 | -100,319 | 0 |
Proceeds from sale of a business | 0 | 0 | 3,500 |
Capital expenditures | -237,868 | -237,214 | -178,720 |
Decrease in restricted cash | 26,075 | 29,210 | 84,270 |
Increase in restricted cash | -30,176 | -38,117 | -80,070 |
Net cash (used in) provided by investing activities | -240,342 | -346,137 | 19,944 |
Cash flows used in financing activities: | |||
Proceeds from issuance of senior secured debt | 297,088 | 0 | 990,000 |
Extinguishment and modification of senior secured term loan | -700,000 | 0 | -1,004,575 |
Proceeds from issuance of 2012 CMBS Loan | 0 | 0 | 495,186 |
Repayments of long-term debt | -31,873 | -80,805 | -46,868 |
Extinguishment of CMBS loan | 0 | 0 | -777,563 |
Extinguishment of senior notes | 0 | 0 | -254,660 |
Proceeds from borrowings on revolving credit facilities | 519,000 | 100,000 | 111,000 |
Repayments of borrowings on revolving credit facilities | -194,000 | -100,000 | -144,000 |
Financing fees | -4,492 | -12,519 | -18,983 |
Proceeds from the issuance of common stock in connection with initial public offering | 0 | 0 | 142,242 |
Proceeds from the exercise of stock options | 9,540 | 27,786 | 884 |
Distributions to noncontrolling interests | -3,190 | -8,059 | -13,977 |
Purchase of limited partnership interests | -17,211 | 0 | -40,582 |
Repayments of partner deposits and accrued partner obligations | -24,925 | -23,286 | -25,397 |
Issuance of notes receivable due from stockholders | 0 | 0 | -587 |
Repayments of notes receivable due from stockholders | 0 | 5,829 | 1,661 |
Repurchase of common stock | -930 | -436 | 0 |
Excess tax benefits from stock-based compensation | 2,732 | 4,363 | 0 |
Tax withholding on performance-based share units | -470 | 0 | 0 |
Net cash used in financing activities | -148,731 | -87,127 | -586,219 |
Effect of exchange rate changes on cash and cash equivalents | -7,060 | 4,181 | 5,790 |
Net decrease in cash and cash equivalents | -44,127 | -51,819 | -220,394 |
Cash and cash equivalents as of the beginning of the period | 209,871 | 261,690 | 482,084 |
Cash and cash equivalents as of the end of the period | 165,744 | 209,871 | 261,690 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 57,241 | 71,397 | 78,216 |
Cash paid for income taxes, net of refunds | 56,216 | 33,673 | 24,276 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Conversion of partner deposits and accrued partner obligations to notes payable | 503 | 1,875 | 6,434 |
Change in acquisition of property, fixtures and equipment included in accounts payable or capital lease liabilities | -1,669 | 3,050 | 8,006 |
Release of valuation allowance through additional paid-in capital related to purchases of limited partnerships and joint venture interests | 0 | 15,669 | 0 |
Deferred tax effect of purchase of noncontrolling interests | $6,785 | $0 | $0 |
Description_of_Business
Description of Business | 12 Months Ended |
Dec. 28, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of business | Description of Business |
Bloomin’ Brands, Inc. (“Bloomin’ Brands” or the “Company”) was formed by an investor group comprising funds advised by Bain Capital Partners, LLC (“Bain Capital”), Catterton Management Company, LLC (“Catterton”), Chris T. Sullivan, Robert D. Basham and J. Timothy Gannon (the “Founders”) and certain members of management. On June 14, 2007, Bloomin’ Brands acquired OSI Restaurant Partners, Inc. by means of a merger and related transactions (the “Merger”). At the time of the Merger, OSI Restaurant Partners, Inc. was converted into a Delaware limited liability company named OSI Restaurant Partners, LLC (“OSI”). In connection with the Merger, Bloomin’ Brands implemented a new ownership and financing arrangement for some of its restaurant properties, pursuant to which Private Restaurant Properties, LLC, a wholly-owned subsidiary of Bloomin’ Brands, acquired 343 restaurant properties from OSI and leased them back to subsidiaries of OSI. OSI remains the Company’s primary operating entity and New Private Restaurant Properties, LLC, another indirect wholly-owned subsidiary of the Company, continues to lease certain of the Company-owned restaurant properties to OSI’s subsidiaries. On August 13, 2012, the Company completed an initial public offering (the “IPO”) of its common stock. | |
The Company owns and operates casual, upscale casual and fine dining restaurants primarily in the United States. The Company’s restaurant portfolio has four concepts: Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar. Additional Outback Steakhouse, Carrabba’s Italian Grill and Bonefish Grill restaurants in which the Company has no direct investment are operated under franchise agreements. In January 2015, the Company sold its Roy’s concept. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 28, 2014 | ||
Accounting Policies [Abstract] | ||
Summary of significant accounting policies | Summary of Significant Accounting Policies | |
Basis of Presentation - The Company’s consolidated financial statements include the accounts and operations of Bloomin’ Brands and its subsidiaries. | ||
To ensure timely reporting, the Company consolidates the results of its Brazil operations on a one-month calendar lag. There were no intervening events that would materially affect the Company’s consolidated financial position, results of operations or cash flows as of December 28, 2014 and for fiscal year 2014. | ||
Principles of Consolidation - All intercompany accounts and transactions have been eliminated in consolidation. | ||
The Company consolidates variable interest entities where it has been determined the Company is the primary beneficiary of those entities’ operations. The Company is a franchisor of 166 restaurants as of December 28, 2014, but does not possess any ownership interests in its franchisees and generally does not provide financial support to franchisees in its typical franchise relationship. These franchise relationships are not deemed variable interest entities and are not consolidated. | ||
Investments in entities the Company does not control, but where the Company’s interest is generally between 20% and 50% and the Company has the ability to exercise significant influence over the entity are accounted for under the equity method. The Company’s share of earnings or losses accounted for under the equity method are recorded in Income from operations of unconsolidated affiliates in the Consolidated Statements of Operations and Comprehensive Income. | ||
Prior to November 1, 2013, the Company held a 50% ownership interest in PGS Consultoria e Serviços Ltda. (the “Brazil Joint Venture”) through a joint venture arrangement with PGS Participações Ltda (“PGS Par”). Effective November 1, 2013, the Company acquired a controlling interest in the Brazil Joint Venture resulting in the consolidation of this entity. Prior to the acquisition, the Company accounted for the Brazil Joint Venture under the equity method of accounting (see Note 3 - Acquisitions). | ||
Fiscal Year - On January 3, 2014, the Board of Directors approved a change in the Company’s fiscal year end from a calendar year ending on December 31 to a 52-53 week year ending on the last Sunday in December, effective with fiscal year 2014. In a 52 week fiscal year, each of the Company’s quarterly periods comprise 13 weeks. The additional week in a 53 week fiscal year is added to the fourth quarter, making such quarter consist of 14 weeks. The Company made the fiscal year change on a prospective basis and did not adjust operating results for prior periods. | ||
Fiscal year 2014 consisted of the 52 weeks ended December 28, 2014 and fiscal years 2013 and 2012 consisted of the twelve months ended December 31, 2013 and 2012, respectively. Fiscal year 2014 included three less operating days than the comparable prior fiscal year and the Company estimates that the associated impact was a reduction of $46.0 million and $9.2 million of Restaurant sales and Net income attributable to Bloomin’ Brands, respectively. | ||
Use of Estimates - The preparation of the accompanying consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated. | ||
Cash and Cash Equivalents - Cash equivalents consist of investments that are readily convertible to cash with an original maturity date of three months or less. Cash and cash equivalents include $48.0 million and $35.1 million, as of December 28, 2014 and December 31, 2013, respectively, for amounts in transit from credit card companies since settlement is reasonably assured. | ||
Concentrations of Credit and Counterparty Risk - Financial instruments that potentially subject the Company to a concentration of credit risk are vendor and other receivables. Vendor and other receivables consist primarily of amounts due from vendor rebates and gift card resellers, respectively. The Company considers the concentration of credit risk for vendor and other receivables to be minimal due to the payment histories and general financial condition of its vendors and gift card resellers. Gift card receivables of $86.0 million and $17.9 million as of December 28, 2014 and December 31, 2013, respectively, were reflected in Other current assets, net in the Company’s Consolidated Balance Sheets. | ||
Financial instruments that potentially subject the Company to concentrations of counterparty risk are cash and cash equivalents, restricted cash and derivatives. The Company attempts to limit its counterparty risk by investing in certificates of deposit, money market funds, noninterest-bearing accounts and other highly rated investments and marketable securities. At times, cash balances may be in excess of FDIC insurance limits. See Note 16. - Derivative Instruments and Hedging Activities for a discussion of the Company’s use of derivative instruments and management of credit risk inherent in derivative instruments. | ||
Fair Value - Fair value is the price that would be received for an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants on the measurement date. Fair value is categorized into one of the following three levels based on the lowest level of significant input: | ||
Level 1 | Unadjusted quoted market prices in active markets for identical assets or liabilities | |
Level 2 | Observable inputs available at measurement date other than quoted prices included in Level 1 | |
Level 3 | Unobservable inputs that cannot be corroborated by observable market data | |
Inventories - Inventories consist of food and beverages, and are stated at the lower of cost (first-in, first-out) or market. | ||
Restricted Cash - The Company has both current and long-term restricted cash balances consisting of amounts: (i) held in escrow for certain indemnifications associated with the Brazil Joint Venture acquisition, (ii) held for fulfillment of certain loan provisions, (iii) restricted for the payment of property taxes and (iv) pledged for settlement of deferred compensation plan obligations. | ||
Property, Fixtures and Equipment - Property, fixtures and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful life of the assets. Improvements to leased properties are depreciated over the shorter of their useful life or the lease term, which includes renewal periods that are reasonably assured. Estimated useful lives by major asset category are generally as follows: | ||
Buildings and building improvements | 20 to 30 years | |
Furniture and fixtures | 5 to 7 years | |
Equipment | 2 to 7 years | |
Leasehold improvements | 5 to 20 years | |
Capitalized software | 3 to 7 years | |
Repair and maintenance costs that maintain the appearance and functionality of the restaurant, but do not extend the useful life of any restaurant asset are expensed as incurred. The Company suspends depreciation and amortization for assets held for sale. The cost and related accumulated depreciation of assets sold or disposed are removed from the Consolidated Balance Sheets, and any resulting gain or loss is generally recognized in the Other restaurant operating expense line of the Consolidated Statements of Operations and Other Comprehensive Income. | ||
The Company capitalizes direct and indirect internal costs associated with the acquisition, development, design and construction of Company-owned restaurant locations as these costs have a future benefit to the Company. Upon restaurant opening, these costs are depreciated and charged to depreciation and amortization expense. Internal costs of $8.7 million, $9.1 million and $2.4 million were capitalized during fiscal years 2014, 2013 and 2012, respectively. | ||
For fiscal years 2014 and 2013, software development costs of $5.0 million and $22.7 million, respectively, were capitalized. As of December 28, 2014 and December 31, 2013, there were $30.6 million and $25.9 million, respectively, of unamortized software development costs included in Property, fixtures and equipment. | ||
Goodwill and Intangible Assets - Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is assigned to the reporting unit in which the acquired business will operate. The Company’s indefinite-lived intangible assets consist of trade names. Goodwill and indefinite-lived intangible assets are tested for impairment annually, as of the first day of the second fiscal quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. | ||
The Company may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If the qualitative assessment is not performed or if the Company determines that it is not more likely than not that the fair value of the reporting unit exceeds the carrying value, the fair value of the reporting unit is calculated. The carrying value of the reporting unit is compared to its estimated fair value, with any excess of carrying value over fair value deemed to be an indicator of potential impairment, in which case a second step is performed comparing the recorded amount of goodwill or indefinite-lived intangible assets to the implied fair value. | ||
Definite-lived intangible assets, which consist primarily of trademarks, franchise agreements, reacquired franchise rights, favorable leases, and other long-lived assets, are amortized over their estimated useful lives and are tested for impairment, using the discounted cash flow method, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. | ||
Derivatives - The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. | ||
Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. If the derivative qualifies for hedge accounting treatment, then the effective portion of the gain or loss on the derivative instrument is recognized in equity as a change to Accumulated other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the gain or loss on the derivative instrument is immediately recognized in the Consolidated Statements of Operations and Comprehensive Income. | ||
The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. | ||
Deferred Financing Fees - The Company capitalizes deferred financing fees related to the issuance of debt obligations. The Company amortizes deferred financing fees to interest expense over the terms of the respective financing arrangements, primarily using the effective interest method. | ||
Liquor Licenses - The costs of obtaining non-transferable liquor licenses directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets and included in Other assets, net. Annual liquor license renewal fees are expensed over the renewal term. | ||
Insurance Reserves - The Company self-insures or maintains high per-claim deductibles for a significant portion of expected losses under its workers’ compensation, general liability/liquor liability, health, property and management liability insurance programs. The Company records a liability for all unresolved claims and for an estimate of incurred but not reported claims at the anticipated cost to the Company. In establishing reserves, the Company considers certain actuarial assumptions and judgments regarding economic conditions, the frequency and severity of claims and claim development history and settlement practices. Reserves recorded for workers’ compensation and general liability claims are discounted using the average of the one-year and five-year risk free rate of monetary assets that have comparable maturities. | ||
Redeemable Noncontrolling Interests - The Company consolidates Outback Steakhouse subsidiaries in Brazil and China, each of which have noncontrolling interests that are permitted to deliver subsidiary shares in exchange for cash at a future date. The Company believes that it is probable that the noncontrolling interests will become redeemable. | ||
The Redeemable noncontrolling interests are reported at their estimated redemption value measured as the greater of estimated fair value at the end of each reporting period or the historical cost basis of the redeemable noncontrolling interest adjusted for cumulative earnings or loss allocations. The resulting increases or decreases to fair value, if applicable, are recognized as adjustments to Retained earnings, or in the absence of Retained earnings, Additional paid-in capital. The estimated fair value of Redeemable noncontrolling interests are measured quarterly using the income approach, based on a discounted cash flow methodology, with projected cash flows as the significant input. Redeemable noncontrolling interests are classified in Mezzanine equity in the Company’s Consolidated Balance Sheet. | ||
Revenue Recognition - The Company records food and beverage revenues upon sale. Initial and developmental franchise fees are recognized as income once the Company has substantially performed all of its material obligations under the franchise agreement, which is generally upon the opening of the franchised restaurant. Continuing royalties, which are a percentage of net sales of the franchisee, are recognized as income when earned. Franchise-related revenues are included in Other revenues in the Consolidated Statements of Operations and Comprehensive Income. | ||
The Company defers revenue for gift cards, which do not have expiration dates, until redemption by the consumer. Gift cards sold at a discount are recorded as revenue upon redemption of the associated gift cards at an amount net of the related discount. The Company also recognizes gift card breakage revenue for gift cards when the likelihood of redemption by the consumer is remote, which the Company determined are those gift cards issued on or before three years prior to the balance sheet date. The Company recorded breakage revenue of $18.8 million, $16.3 million and $13.3 million for fiscal years 2014, 2013 and 2012, respectively. Breakage revenue is recorded as a component of Restaurant sales in the Consolidated Statements of Operations and Comprehensive Income. | ||
Gift card sales commissions paid to third-party providers are initially capitalized and subsequently recognized as Other restaurant operating expenses upon redemption of the associated gift card. Deferred expenses of $15.6 million and $12.0 million as of December 28, 2014 and December 31, 2013, respectively, were reflected in Other current assets, net in the Company’s Consolidated Balance Sheets. Gift card sales that are accompanied by a bonus gift card to be used by the consumer at a future visit result in a separate deferral of a portion of the original gift card sale. Revenue is recorded when the bonus card is redeemed at the estimated fair market value of the bonus card. | ||
The Company collects and remits sales, food and beverage, alcoholic beverage and hospitality taxes on transactions with consumers and reports revenue net of taxes in its Consolidated Statements of Operations and Comprehensive Income. | ||
Operating Leases - Rent expense for the Company’s operating leases, which generally have escalating rentals over the term of the lease and may include rent holidays, is recorded on a straight-line basis over the initial lease term and those renewal periods that are reasonably assured. The initial lease term includes the “build-out” period of the Company’s leases, which is typically before rent payments are due under the terms of the lease. The difference between rent expense and rent paid is recorded as deferred rent and is included in the Consolidated Balance Sheets. Payments received from landlords as incentives for leasehold improvements are recorded as deferred rent and are amortized on a straight-line basis over the term of the lease as a reduction of rent expense. Lease termination fees, if any, and future obligated lease payments for closed locations are recorded as an expense in the period incurred. Favorable and unfavorable lease assets and liabilities are amortized on a straight-line basis to rent expense over the remaining lease term. | ||
Pre-Opening Expenses - Non-capital expenditures associated with opening new restaurants are expensed as incurred and are included in Other restaurant operating expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income. | ||
Consideration Received from Vendors - The Company receives consideration for a variety of vendor-sponsored programs, such as volume rebates, promotions and advertising allowances. Advertising allowances are intended to offset the Company’s costs of promoting and selling menu items in its restaurants. Vendor consideration is recorded as a reduction of Cost of sales or Other restaurant operating expenses when recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income. | ||
Impairment of Long-Lived Assets and Costs Associated with Exit Activities - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows independent of other assets. For long-lived assets deployed at its restaurants, the Company reviews for impairment at the individual restaurant level. When evaluating for impairment, the total future undiscounted cash flows expected to be generated by the asset are compared to the carrying amount. If the total future undiscounted cash flows of the asset are less than its carrying amount, recoverability is measured by comparing the fair value of the assets to the carrying amount. An impairment loss is recognized in earnings when the asset’s carrying value exceeds its estimated fair value. Fair value is generally estimated using a discounted cash flow model. | ||
Generally, restaurant closure costs are expensed as incurred. When the Company ceases using the property rights under a non-cancelable operating lease, it records a liability for the net present value of any remaining lease obligations as a result of lease termination, less the estimated sublease income that can reasonably be obtained for the property. Any subsequent adjustments to that liability as a result of lease termination or changes in estimates of sublease income are recorded in the period incurred. The associated expense is recorded in Provision for impaired assets and restaurant closings in the Company’s Consolidated Statements of Operations and Comprehensive Income. | ||
Restaurant sites and certain other assets to be sold are included in assets held for sale when certain criteria are met, including the requirement that the likelihood of selling the assets within one year is probable. | ||
Advertising Costs - Advertising production costs are expensed in the period when the advertising first occurs. All other advertising costs are expensed in the period in which the costs are incurred. Advertising expense of $191.1 million, $182.4 million and $170.6 million for fiscal years 2014, 2013 and 2012, respectively, was recorded in Other restaurant operating expenses in the Consolidated Statements of Operations and Comprehensive Income. | ||
Legal Costs - Settlement costs are accrued when they are deemed probable and reasonably estimable. Legal fees are recognized as incurred. Legal costs are reported in General and administrative expense in the Consolidated Statements of Operations and Comprehensive Income. | ||
Research and Development Expenses (“R&D”) - R&D is expensed as incurred in General and administrative expense in the Consolidated Statements of Operations and Comprehensive Income. R&D primarily consists of payroll and benefit costs. R&D was $5.8 million, $6.4 million and $7.3 million for fiscal years 2014, 2013 and 2012, respectively. | ||
Partner Compensation - The Restaurant Managing Partner of each Company-owned domestic restaurant and the Chef Partner of each Fleming’s Prime Steakhouse & Wine Bar, as well as Area Operations Directors, generally receive distributions or payments for providing management and supervisory services to their restaurants based on a percentage of their associated restaurants’ monthly cash flows. The expense associated with the monthly payments for Restaurant Managing Partners and Chef Partners is included in Labor and other related expenses, and the expense associated with the monthly payments for Area Operations Directors is included in General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income. | ||
Restaurant Managing Partners and Chef Partners that are eligible to participate in a deferred compensation program receive an unsecured promise of a cash contribution to their account (see Note 6 - Stock-based and Deferred Compensation Plans). On the fifth anniversary of the opening of each new restaurant, the Area Operations Director supervising the restaurant during the first five years of operation receives an additional bonus based upon the average annual distributable cash flow of the restaurant. | ||
The Company estimates future bonuses and deferred compensation obligations to Restaurant Managing and Chef Partners, using current and historical information on restaurant performance and records the partner obligations in Partner deposits and accrued partner obligations in its Consolidated Balance Sheets. Deferred compensation expenses for Restaurant Managing and Chef partners are included in Labor and other related expenses and bonus expense for Area Operations Directors is included in General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income. | ||
Stock-based Compensation - Stock-based compensation awards are measured at fair value at the date of grant and expensed over their vesting or service periods. Stock-based compensation expense is recognized only for those awards expected to vest. The expense, net of forfeitures, is recognized using the straight-line method. | ||
Foreign Currency Translation and Transactions - For all significant non-U.S. operations, the functional currency is the local currency. Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date with the translation adjustments recorded in Accumulated other comprehensive loss in the Consolidated Statements of Changes in Stockholders’ Equity. Results of operations are translated using the average exchange rates for the reporting period. | ||
Foreign currency exchange transaction losses of $0.7 million, $0.2 million and $0.1 million for fiscal years 2014, 2013 and 2012, respectively, are recorded in Other expense, net in the Company’s Consolidated Statements of Operations and Comprehensive Income. | ||
Income Taxes - Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in the tax rate is recognized in income in the period that includes the enactment date of the rate change. | ||
A valuation allowance may reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company considers future taxable income and ongoing feasible tax planning strategies in assessing the need for a valuation allowance. | ||
The Company records a tax benefit for an uncertain tax position using the highest cumulative tax benefit that is more likely than not to be realized. The Company adjusts its liability for unrecognized tax benefits in the period in which its determines the issue is effectively settled, the statute of limitations expires or when more information becomes available. Liabilities for unrecognized tax benefits, including penalties and interest, are recorded in Accrued and other current liabilities and Other long-term liabilities on the Company’s Consolidated Balance Sheets. | ||
Segment Reporting - The Company operates restaurants under brands that have similar economic characteristics, nature of products and services, class of consumer and distribution methods, and the Company believes it meets the criteria for aggregating its operating segments, including its international operations, into a single reporting segment. Revenue in foreign countries and Guam represented 13%, 9% and 8% of the Company’s total revenues for fiscal years 2014, 2013 and 2012, respectively. Long-lived assets, excluding goodwill and intangible assets, located in foreign countries represented 8%, 7% and 3% of the Company’s total long-lived assets as of December 28, 2014, December 31, 2013 and December 31, 2012, respectively. | ||
Reclassifications - The Company reclassified certain items in the accompanying consolidated financial statements for prior periods to be comparable with the classification for fiscal year 2014. These reclassifications had no effect on previously reported net income. | ||
Recently Adopted Financial Accounting Standards - In April 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU No. 2014-08”). ASU No. 2014-08 changes the criteria for reporting and revises the definition of discontinued operations while enhancing disclosures in this area. Additional disclosure requirements for discontinued operations and new disclosures for individually material disposal transactions that do not meet the revised definition of a discontinued operation will be applicable. The Company elected to early adopt ASU No. 2014-08 in the third quarter of fiscal 2014. Accordingly, the Roy’s concept was accounted for as a disposal as it did not represent a strategic shift in the Company’s operations. See Note 4 - Impairments, Disposals and Exit Costs regarding the Roy’s disposal. | ||
Recently Issued Financial Accounting Standards Not Yet Adopted - In August 2014, the FASB issued ASU No. 2014-15: “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU No. 2014-15”). ASU No. 2014-15 will explicitly require management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The new standard is applicable for all entities and will be effective for the Company in fiscal year 2016. The Company does not expect ASU No. 2014-15 to have a material impact. | ||
In May 2014, the FASB issued ASU No. 2014-09 “Revenue Recognition (Topic 606), Revenue from Contracts with Customers” (“ASU No. 2014-09”). ASU No. 2014-09 provides a single source of guidance for revenue arising from contracts with customers and supersedes current revenue recognition standards. Under ASU No. 2014-09, revenue is recognized in an amount that reflects the consideration an entity expects to receive for the transfer of goods and services. ASU No. 2014-09 will be effective for the Company in fiscal year 2017 and is applied retrospectively to each period presented or as a cumulative effect adjustment at the date of adoption. The Company has not selected a transition method and is evaluating the impact this guidance will have on its financial position, results of operations and cash flows. | ||
Recent accounting guidance not discussed above is not applicable, did not have, or is not expected to have a material impact to the Company. |
Acquisitions
Acquisitions | 12 Months Ended | |||||||||||
Dec. 28, 2014 | ||||||||||||
Acquisitions [Abstract] | ||||||||||||
Acquisitions | Acquisitions | |||||||||||
Acquisition of Controlling Interest in the Company’s Brazil Operations - In connection with the Company’s international development growth strategy, effective November 1, 2013, the Company, through its wholly-owned subsidiary, Outback Steakhouse Restaurantes Brasil S.A. (“OB Brasil”), completed the acquisition of a controlling interest in the Brazil Joint Venture. As a result of the acquisition, the Company has a 90% interest in the Brazil Joint Venture, which was subsequently merged with OB Brasil. | ||||||||||||
The Company completed the acquisition for total cash consideration of approximately $110.4 million, of which $10.1 million was held in escrow for customary indemnifications. The Company financed the acquisition with borrowings of $100.0 million on its revolving credit facility and available cash. The borrowings on the revolving credit facility were subsequently repaid in fiscal year 2013. Acquisition-related costs of $1.8 million for fiscal year 2013, have been recognized in General and administrative expenses in the Consolidated Statement of Operations and Comprehensive Income. | ||||||||||||
As a result of the acquisition, the previously-held equity interest was remeasured at fair value. The difference between the fair value and the carrying value of the equity interest held resulted in a $36.6 million gain for fiscal year 2013. The fair value assigned to the previously held equity investment in the Brazil Joint Venture was determined using the income approach, based on a discounted cash flow methodology. | ||||||||||||
PGS Par retained a noncontrolling interest of 10% in the Brazil Joint Venture. The Purchase Agreement provides the equity holders of PGS Par with options to sell their remaining interests to OB Brasil (the “put options”) and provides OB Brasil with options to purchase such remaining interests (the “call options” and together with the put options, the “Options”), in various amounts and at various times from 2015 through 2018, subject to acceleration in certain circumstances. The purchase price under each of the Options is based on a multiple of adjusted earnings before interest, taxes, depreciation and amortization of the business, subject to a possible fair market value adjustment. The Options are embedded features within the noncontrolling interest and are classified within the Consolidated Balance Sheet as Redeemable noncontrolling interests. The fair value of the Redeemable noncontrolling interest in OB Brasil on the date of the acquisition was $22.4 million, which was determined based on 10% of the enterprise value and discounted for lack of control and marketability. | ||||||||||||
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the acquisition and the third quarter of 2014 measurement period adjustments made to amounts initially recorded. The measurement period adjustments did not have a significant impact to the Company’s Consolidated Statements of Operations and Comprehensive Income or Consolidated Statements of Cash Flows. | ||||||||||||
(in thousands) | AMOUNTS PREVIOUSLY RECORDED AS OF NOVEMBER 1, 2013 | MEASUREMENT PERIOD ADJUSTMENTS | ADJUSTED ACQUISITION DATE AMOUNTS | |||||||||
Cash and cash equivalents | $ | 10,124 | $ | — | $ | 10,124 | ||||||
Inventories | 6,607 | — | 6,607 | |||||||||
Other current assets, net | 14,984 | (676 | ) | 14,308 | ||||||||
Property, fixtures and equipment | 81,038 | (923 | ) | 80,115 | ||||||||
Goodwill (1) | 135,701 | 6,241 | 141,942 | |||||||||
Intangible assets, net | 86,623 | — | 86,623 | |||||||||
Other assets, net | 4,535 | (64 | ) | 4,471 | ||||||||
Accounts payable | (7,782 | ) | — | (7,782 | ) | |||||||
Accrued and other current liabilities | (17,486 | ) | (2,946 | ) | (20,432 | ) | ||||||
Current portion of partner deposits and accrued partner obligations | (729 | ) | — | (729 | ) | |||||||
Long-term portion of partner deposits and accrued partner obligations | (4,482 | ) | — | (4,482 | ) | |||||||
Deferred income taxes | (26,881 | ) | 565 | (26,316 | ) | |||||||
Other long-term liabilities, net | (11,390 | ) | (2,197 | ) | (13,587 | ) | ||||||
270,862 | — | 270,862 | ||||||||||
Fair value of previously held equity investment | (138,054 | ) | — | (138,054 | ) | |||||||
Remaining redeemable noncontrolling interests | (22,365 | ) | — | (22,365 | ) | |||||||
Total purchase price | $ | 110,443 | $ | — | $ | 110,443 | ||||||
____________ | ||||||||||||
-1 | The goodwill recognized is attributable primarily to the potential for strategic future growth. The carrying value of historical goodwill associated with the Company’s former equity investment in this entity of $52.6 million was disposed in connection with the acquisition. Goodwill recognized included $80.1 million that is expected to be deductible for tax purposes. | |||||||||||
The fair value of net intangible assets has been allocated to reacquired franchise rights and favorable and unfavorable leases. The following table presents details of the purchased intangible assets and their remaining weighted-average amortization periods: | ||||||||||||
(in thousands, or as otherwise indicated) | FAIR VALUE AMOUNT AS OF NOVEMBER 1, 2013 | WEIGHTED-AVERAGE AMORTIZATION PERIOD (IN YEARS) | ||||||||||
Reacquired franchise rights (1) | $ | 82,389 | 14 | |||||||||
Favorable leases (2) | 4,234 | 9 | ||||||||||
Unfavorable leases (2) (3) | (1,798 | ) | 10 | |||||||||
Total identified intangible assets | $ | 84,825 | 14 | |||||||||
____________________ | ||||||||||||
-1 | Reacquired franchise rights are amortized on a straight-line basis over the remaining life of each restaurants’ franchise agreement, without consideration of renewal. | |||||||||||
-2 | Favorable and unfavorable leases are amortized on a straight-line basis over the remaining lease term. | |||||||||||
-3 | Unfavorable leases are included in Other long-term liabilities, net. | |||||||||||
Included in the Company’s operating results for fiscal year 2013 are Revenues of $23.7 million and net income of $0.8 million for OB Brasil. | ||||||||||||
The following table presents summarized financial information for 100% of the Brazil Joint Venture for the periods ending as indicated: | ||||||||||||
FISCAL YEAR | ||||||||||||
(in thousands) | 2013(1) | 2012 | ||||||||||
Net revenue from sales | $ | 215,050 | $ | 246,819 | ||||||||
Gross profit | $ | 148,229 | $ | 172,011 | ||||||||
Income from continuing operations | $ | 26,945 | $ | 24,268 | ||||||||
Net income | $ | 15,382 | $ | 11,151 | ||||||||
____________________ | ||||||||||||
-1 | Summarized financial information for fiscal year 2013 includes results for January 1, 2013 to October 31, 2013, when the Brazil Joint Venture was accounted for as an equity method investment. | |||||||||||
The following comparative unaudited pro forma results of operations information for fiscal years 2013 and 2012 assumes the acquisition occurred on January 1, 2012, and reflects the full results of operations for the years presented. The pro forma results have been prepared for comparative purposes only and do not indicate the results of operations which would actually have occurred had the combination been in effect on the dates indicated, or which may occur in the future. | ||||||||||||
PRO FORMA (1) | ||||||||||||
FISCAL YEAR | ||||||||||||
2013 | 2012 | |||||||||||
(in thousands, except per share data) | (unaudited) | (unaudited) | ||||||||||
Total revenues | $ | 4,360,571 | $ | 4,223,393 | ||||||||
Net income attributable to Bloomin’ Brands | $ | 174,769 | $ | 49,623 | ||||||||
Earnings per share: | ||||||||||||
Basic | $ | 1.42 | $ | 0.44 | ||||||||
Diluted | $ | 1.36 | $ | 0.43 | ||||||||
____________________ | ||||||||||||
-1 | These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting for the following items: (i) fair value and depreciable lives adjustments to property and equipment, (ii) elimination of royalty revenue and expense, (iii) reversal of equity method income in the Company’s operating results, (iv) reversal of professional fees associated with the acquisition and (v) the related tax effects of these adjustments. These unaudited pro forma results of operations do not reflect the one-month reporting lag. | |||||||||||
Acquisition of Limited Partnership Interests | ||||||||||||
During 2014, the Company purchased the remaining partnership interests in certain of the Company’s limited partnerships that either owned or had a contractual right to varying percentages of cash flows in 37 Bonefish Grill restaurants for an aggregate purchase price of $17.2 million. These transactions resulted in a reduction of $11.7 million in Additional paid-in capital in the Company’s Consolidated Statements of Changes in Stockholders’ Equity during fiscal year 2014. | ||||||||||||
During 2012, the Company purchased the remaining partnership interests in certain of the Company’s limited partnerships that either owned or had a contractual right to varying percentages of cash flows in 44 Bonefish Grill restaurants and 17 Carrabba’s Italian Grill restaurants for an aggregate purchase price of $39.5 million. These transactions resulted in a reduction of $39.0 million in Additional paid-in capital in the Company’s Consolidated Statements of Changes in Stockholders’ Equity during fiscal year 2012. | ||||||||||||
The following table sets forth the effect of the limited partnership interests and Roy’s joint venture acquisition transactions on stockholders’ equity attributable to Bloomin’ Brands: | ||||||||||||
NET INCOME ATTRIBUTABLE TO BLOOMIN’ BRANDS AND TRANSFERS TO NONCONTROLLING INTERESTS | ||||||||||||
FISCAL YEAR | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Net income attributable to Bloomin’ Brands | $ | 91,090 | $ | 208,367 | $ | 49,971 | ||||||
Transfers to noncontrolling interests: | ||||||||||||
Decrease in Bloomin’ Brands additional paid-in capital for purchase of | ||||||||||||
joint venture and limited partnership interests | (11,662 | ) | — | (39,696 | ) | |||||||
Change from net income attributable to Bloomin’ Brands and transfers | $ | 79,428 | $ | 208,367 | $ | 10,275 | ||||||
to noncontrolling interests | ||||||||||||
Acquisition of Franchised Restaurants - Effective March 1, 2014, the Company acquired two Bonefish Grill restaurants from a franchisee for a purchase price of $3.2 million, including customary escrow amounts. The Consolidated Statement of Operations and Comprehensive Income includes the results of operations for these restaurants from the date of acquisition. The pro forma impact of the acquisition on prior periods is not presented as the impact was not material to reported results. | ||||||||||||
The Company allocated the purchase price to the assets acquired less the liabilities assumed based on their estimated fair value on the date of acquisition with the remaining $2.5 million of the purchase price allocated to goodwill. All goodwill recognized is expected to be deductible for tax purposes. |
Impairments_Disposals_and_Exit
Impairments, Disposals and Exit Costs | 12 Months Ended | ||||||||||||||
Dec. 28, 2014 | |||||||||||||||
Impairments and Disposals [Abstract] | |||||||||||||||
Impairments, disposals and exit costs | Impairments, Disposals and Exit Costs | ||||||||||||||
The components of Provision for impaired assets and restaurant closings are as follows: | |||||||||||||||
FISCAL YEAR | |||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||||
Impairment losses | $ | 37,071 | $ | 19,761 | $ | 10,584 | |||||||||
Restaurant closure expenses | 15,010 | 3,077 | 2,421 | ||||||||||||
Provision for impaired assets and restaurant closings | $ | 52,081 | $ | 22,838 | $ | 13,005 | |||||||||
Restaurant Closure Initiatives - In the fourth quarter of 2013, the Company completed an assessment of its domestic restaurant base and decided to close 22 underperforming domestic locations (the “Domestic Restaurant Closure Initiative”). Aggregate pre-tax impairment, restaurant and other closing costs of $4.9 million and $18.7 million were incurred, during fiscal year 2014 and 2013, respectively, in connection with the Domestic Restaurant Closure Initiative. | |||||||||||||||
During 2014, the Company decided to close 36 underperforming international locations, primarily in South Korea (the “International Restaurant Closure Initiative”). The Company expects to substantially complete these international restaurant closings during the first quarter of 2015. In connection with the International Restaurant Closure Initiative, the Company incurred pre-tax asset impairments, restaurant closing and other costs of $21.9 million during fiscal year 2014. | |||||||||||||||
The Company expects to incur additional charges of $9.0 million to $12.0 million, including costs associated with lease obligations, employee terminations and other closure related obligations, primarily through the first quarter of 2015. Lease obligations represent $7.0 million to $10.0 million of the remaining charges the Company expects to incur. Future cash expenditures of $18.0 million to $23.0 million, primarily related to lease liabilities, are expected to occur through November 2022. | |||||||||||||||
Following is a summary of the above restaurant closure initiative expenses recognized in the Consolidated Statement of Operations and Comprehensive Income during the periods indicated (in thousands): | |||||||||||||||
DESCRIPTION | LOCATION OF CHARGE IN THE CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | FISCAL YEAR | |||||||||||||
2014 | 2013 | 2012 | |||||||||||||
Property, fixtures and equipment impairments | Provision for impaired assets and restaurant closings | $ | 11,573 | $ | 18,695 | $ | — | ||||||||
Facility closure and other expenses | Provision for impaired assets and restaurant closings | 14,137 | — | — | |||||||||||
Severance and other liabilities | General and administrative | 4,042 | — | — | |||||||||||
Reversal of deferred rent liability | Other restaurant operating | (2,911 | ) | — | — | ||||||||||
$ | 26,841 | $ | 18,695 | $ | — | ||||||||||
The following table summarizes the Company’s accrual activity related to facility closure and other costs, primarily associated with the Domestic and International Restaurant Closure Initiatives, during the fiscal years ended December 28, 2014, and December 31, 2013: | |||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||
Beginning of the year | $ | 2,232 | $ | 990 | |||||||||||
Charges | 12,644 | 1,573 | |||||||||||||
Cash payments | (4,086 | ) | (1,203 | ) | |||||||||||
Adjustments (1) | 210 | 872 | |||||||||||||
End of the year (2) | $ | 11,000 | $ | 2,232 | |||||||||||
________________ | |||||||||||||||
-1 | Adjustments to facility closure and other costs represent changes in sublease assumptions and reductions in the Company’s remaining lease obligations. | ||||||||||||||
-2 | As of December 28, 2014 and December 31, 2013, the Company had exit-related accruals of $4.7 million and $1.2 million, respectively, recorded in Accrued and other current liabilities and $6.3 million and $1.1 million, respectively, recorded in Other long-term liabilities, net. | ||||||||||||||
Roy’s - In September 2014, the Company reclassified the assets and liabilities of Roy’s to held for sale. In connection with the decision to sell Roy’s, the Company recorded a pre-tax impairment charge of $13.4 million for Assets held for sale during fiscal year 2014. This impairment charge is recorded in Provision for impaired assets and restaurant closings in the Consolidated Statements of Operations and Comprehensive Income. | |||||||||||||||
On January 26, 2015, the Company sold its Roy’s concept to United Ohana, LLC (the “buyer”), for a purchase price of $10.0 million, less certain liabilities. Included in the purchase agreement is a provision in which the Company will pay the buyer up to $5.0 million, if certain lease contingencies are not resolved prior to April 2018 and the buyer is damaged. At the time of this report, the Company believes it is probable the lease contingencies will be resolved as required pursuant to the purchase agreement. | |||||||||||||||
In connection with the sale of Roy’s, the Company continues to provide lease guarantees for certain of the Roy’s locations. Under the guarantees, the Company will pay the rental expense over the remaining lease term in the event of default. The fair value and maximum value of the lease guarantees is nominal. The maximum amount is calculated as the fair value of the lease payments over the remaining lease term and assumes that there are subleases. | |||||||||||||||
Following are the assets and liabilities of Roy’s held for sale as of December 28, 2014: | |||||||||||||||
(in thousands) | DECEMBER 28, 2014 | ||||||||||||||
Assets | |||||||||||||||
Current assets | $ | 2,818 | |||||||||||||
Property, fixtures and equipment, net | 16,274 | ||||||||||||||
Intangible assets, net | 5,812 | ||||||||||||||
Other non-current assets | 591 | ||||||||||||||
Total assets (1) | $ | 25,495 | |||||||||||||
Liabilities | |||||||||||||||
Current liabilities | $ | 3,743 | |||||||||||||
Non-current liabilities | 3,105 | ||||||||||||||
Total liabilities (2) | $ | 6,848 | |||||||||||||
________________ | |||||||||||||||
-1 | The impairment charge of $13.4 million is excluded from the amount presented. | ||||||||||||||
-2 | Liabilities held for sale are included with Accrued and other current liabilities in the Consolidated Balance Sheet. | ||||||||||||||
Following are the components of Roy’s included in the Consolidated Statements of Operations and Comprehensive Income for the following periods: | |||||||||||||||
FISCAL YEAR | |||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||||
Restaurant sales | $ | 68,575 | $ | 73,945 | $ | 75,721 | |||||||||
(Loss) income before income taxes (1) | $ | (13,612 | ) | $ | (1,844 | ) | $ | 923 | |||||||
________________ | |||||||||||||||
-1 | Includes impairment charges of $13.4 million for Assets held for sale during the fiscal year 2014. | ||||||||||||||
Other Disposals - During the third quarter of 2014, the Company decided to sell both of its corporate airplanes. In connection with this decision, the Company recognized pre-tax asset impairment charges of $10.6 million for fiscal year 2014. The impairment charges are recorded in Provision for impaired assets and restaurant closings in the Consolidated Statements of Operations and Comprehensive Income. The Company completed the sale of one airplane during the fourth quarter of 2014 for net proceeds of $2.5 million. The fair value of the remaining airplane of $2.6 million is recorded in Assets held for sale as of December 28, 2014. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | |||||||||||
Dec. 28, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Earnings per share | Earnings Per Share | |||||||||||
The Company computes basic earnings per share based on the weighted average number of common shares that were outstanding during the period. Diluted earnings per share includes the dilutive effect of common stock equivalents consisting of restricted stock, restricted stock units, performance-based share units and stock options, using the treasury stock method. Performance-based share units are considered dilutive when the related performance criterion has been met. | ||||||||||||
The following table presents the computation of basic and diluted earnings per share: | ||||||||||||
FISCAL YEAR | ||||||||||||
(in thousands, except per share amounts) | 2014 | 2013 | 2012 | |||||||||
Net income attributable to Bloomin’ Brands | $ | 91,090 | $ | 208,367 | $ | 49,971 | ||||||
Basic weighted average common shares outstanding | 125,139 | 122,972 | 111,999 | |||||||||
Effect of diluted securities: | ||||||||||||
Stock options | 3,079 | 4,902 | 2,738 | |||||||||
Nonvested restricted stock and restricted stock units | 91 | 191 | 84 | |||||||||
Nonvested performance-based share units | 8 | 9 | — | |||||||||
Diluted weighted average common shares outstanding | 128,317 | 128,074 | 114,821 | |||||||||
Basic earnings per share | $ | 0.73 | $ | 1.69 | $ | 0.45 | ||||||
Diluted earnings per share | $ | 0.71 | $ | 1.63 | $ | 0.44 | ||||||
Dilutive securities outstanding not included in the computation of earnings per share because their effect was antidilutive were as follows: | ||||||||||||
FISCAL YEAR | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Stock options | 3,090 | 1,348 | 1,092 | |||||||||
Nonvested restricted stock and restricted stock units | 206 | 12 | — | |||||||||
Stockbased_and_Deferred_Compen
Stock-based and Deferred Compensation Plans | 12 Months Ended | |||||||||||||||||
Dec. 28, 2014 | ||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments and Deferred Compensation [Abstract] | ||||||||||||||||||
Stock-based and deferred compensation plans | Stock-based and Deferred Compensation Plans | |||||||||||||||||
Stock-based Compensation Plans | ||||||||||||||||||
Equity Compensation Plans - The Company’s 2012 Incentive Plan permits the grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards to officers, employees and directors. Upon adoption and approval of the 2012 Incentive Plan, all of the Company’s previous equity compensation plans were terminated. Existing awards under previous plans continue to vest in accordance with the original vesting schedule and will expire at the end of their original term. | ||||||||||||||||||
As of December 28, 2014, the maximum number of shares of common stock available for issuance pursuant to the 2012 Incentive Plan was 7,918,651. On the first business day of each fiscal year, the aggregate number of shares that may be issued automatically increases by two percent of the total shares then issued and outstanding. All outstanding stock-based compensation awards contain certain forfeiture provisions. | ||||||||||||||||||
The Company recognized stock-based compensation expense as follows: | ||||||||||||||||||
FISCAL YEAR | ||||||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||||||||
Stock options | $ | 11,946 | $ | 11,168 | $ | 20,148 | ||||||||||||
Restricted stock and restricted stock units | 3,857 | 2,026 | 1,392 | |||||||||||||||
Performance-based share units | 1,190 | 663 | — | |||||||||||||||
$ | 16,993 | $ | 13,857 | $ | 21,540 | |||||||||||||
Stock Options - Beginning in August 2012, stock options generally vest and become exercisable over a period of four years in an equal number of shares each year. Stock options have an exercisable life of no more than ten years from the date of grant. | ||||||||||||||||||
Stock options granted prior to August 2012 generally vest and become exercisable over a period of five years in an equal number of shares each year. Shares acquired upon the exercise of stock options were generally subject to a stockholder’s agreement that contained a management call option and certain transfer restrictions. The management call option allowed the Company to repurchase all shares purchased through exercise of stock options upon termination of employment at any time prior to the earlier of an IPO or a change of control. As a result of the transfer restrictions and management call option, the Company did not record compensation expense for stock options that contained the call option. Prior to the Company’s IPO in August 2012, there were no exercises of stock options by employees, and generally all stock options of terminated employees with a call provision either expired or were forfeited. | ||||||||||||||||||
Upon completion of the Company’s IPO, the Company recorded $16.0 million of stock compensation expense for: (i) certain stock options that became exercisable and (ii) the time-vested portion of outstanding stock options containing the management call option due to automatic termination of the call option upon completion of the offering. | ||||||||||||||||||
The following table presents a summary of the Company’s stock option activity for fiscal year 2014: | ||||||||||||||||||
(in thousands, except exercise price and contractual life) | OPTIONS | WEIGHTED- | WEIGHTED- | AGGREGATE | ||||||||||||||
AVERAGE | AVERAGE | INTRINSIC | ||||||||||||||||
EXERCISE | REMAINING | VALUE | ||||||||||||||||
PRICE | CONTRACTUAL | |||||||||||||||||
LIFE (YEARS) | ||||||||||||||||||
Outstanding as of December 31, 2013 | 10,010 | $ | 9.54 | 6.6 | $ | 144,813 | ||||||||||||
Granted | 1,541 | 23.38 | ||||||||||||||||
Exercised | (1,260 | ) | 7.53 | |||||||||||||||
Forfeited or expired | (514 | ) | 17.07 | |||||||||||||||
Outstanding as of December 28, 2014 | 9,777 | $ | 11.59 | 6.2 | $ | 120,461 | ||||||||||||
Vested and expected to vest as of December 28, 2014 | 9,716 | $ | 11.54 | 6.2 | $ | 120,193 | ||||||||||||
Exercisable as of December 28, 2014 | 6,427 | $ | 7.84 | 5.2 | $ | 102,367 | ||||||||||||
Assumptions used in the Black-Scholes option pricing model and the weighted-average fair value of option awards granted were as follows for the periods indicated: | ||||||||||||||||||
FISCAL YEAR | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
Assumptions: | ||||||||||||||||||
Weighted-average risk-free interest rate (1) | 1.82 | % | 1.22 | % | 1.11 | % | ||||||||||||
Dividend yield (2) | — | % | — | % | — | % | ||||||||||||
Expected term (3) | 6.3 years | 6.3 years | 6.5 years | |||||||||||||||
Weighted-average volatility (4) | 48.4 | % | 48.6 | % | 48.6 | % | ||||||||||||
Weighted-average grant date fair value per option | $ | 11.37 | $ | 9.14 | $ | 6.93 | ||||||||||||
________________ | ||||||||||||||||||
-1 | Risk-free rate is the U.S. Treasury yield curve in effect as of the grant date for periods within the contractual life of the option. | |||||||||||||||||
-2 | Dividend yield is the level of dividends expected be paid on the Company’s common stock over the expected term of the option. | |||||||||||||||||
-3 | Expected term represents the period of time that the options are expected to be outstanding. The simplified method of estimating the expected term is used since the Company does not have significant historical exercise experience for its stock options. | |||||||||||||||||
-4 | Volatility for fiscal years 2014 and 2013 is based on the historical volatilities of the Company’s stock and the stock of comparable peer companies. Volatility for fiscal year 2012 is based on the historical volatilities of the stock of comparable peer companies. | |||||||||||||||||
The following represents stock option compensation information for the periods indicated: | ||||||||||||||||||
FISCAL YEAR | ||||||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||||||||
Intrinsic value of options exercised | $ | 19,474 | $ | 42,661 | $ | 523 | ||||||||||||
Excess tax benefits for tax deductions related to the exercise of stock options (1) | $ | 2,405 | $ | 4,304 | $ | — | ||||||||||||
Cash received from option exercises | $ | 9,540 | $ | 27,786 | $ | 884 | ||||||||||||
Fair value of stock options vested (2) | $ | 36,614 | $ | 47,468 | $ | 66,467 | ||||||||||||
Tax benefits for stock option compensation expense (1) | $ | 7,576 | $ | 4,381 | $ | — | ||||||||||||
Unrecognized stock option expense | $ | 24,164 | ||||||||||||||||
Remaining weighted-average vesting period | 2.8 years | |||||||||||||||||
________________ | ||||||||||||||||||
-1 | Excess tax benefits for tax deductions related to the exercise of stock options and tax benefits for stock option compensation expense were not recognized in fiscal year 2012 due to a valuation allowance and other available tax credits. | |||||||||||||||||
-2 | The fair value of stock options that vested during fiscal year 2012 included $39.3 million of stock options that would have vested in prior years without the management call option. | |||||||||||||||||
Restricted Stock and Restricted Stock Units - Restricted stock and restricted stock units generally vest and become exercisable in an equal number of shares each year. Restricted stock and stock units issued to members of the Board of Directors vest over a period of three years. For employees, restricted stock and restricted stock units vest over four years. Following is a summary of the Company’s restricted stock and restricted stock unit activity for fiscal year 2014: | ||||||||||||||||||
(in thousands, except grant date fair value) | NUMBER OF RESTRICTED STOCK & RESTRICTED STOCK UNIT AWARDS | WEIGHTED-AVERAGE | ||||||||||||||||
GRANT DATE | ||||||||||||||||||
FAIR VALUE PER AWARD | ||||||||||||||||||
Outstanding as of December 31, 2013 | 581 | $ | 18.43 | |||||||||||||||
Granted | 669 | 20.88 | ||||||||||||||||
Vested | (146 | ) | 18.32 | |||||||||||||||
Forfeited | (158 | ) | 19.4 | |||||||||||||||
Outstanding as of December 28, 2014 | 946 | $ | 20.08 | |||||||||||||||
The following represents restricted stock and restricted stock unit compensation information as of December 28, 2014: | ||||||||||||||||||
FISCAL YEAR | ||||||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||||||||
Fair value of restricted stock vested | $ | 2,680 | $ | 1,597 | $ | 2,839 | ||||||||||||
Tax benefits for restricted stock compensation expense (1) | $ | 1,298 | $ | 817 | $ | — | ||||||||||||
Unrecognized restricted stock expense | $ | 15,327 | ||||||||||||||||
Remaining weighted-average vesting period | 3.2 years | |||||||||||||||||
________________ | ||||||||||||||||||
-1 | Excess tax benefits for tax deductions related to restricted stock compensation expense were not recognized in fiscal year 2012 due to a valuation allowance and other available tax credits. | |||||||||||||||||
Performance-based Share Units - Beginning in 2013, the Company granted performance-based share units (“PSUs”) to certain employees. The PSUs vest in an equal number of shares over four years. The number of units that vest is determined for each year based on the achievement of certain Company performance criteria as set forth in the award agreement and may range from zero to 200% of the annual target grant. The PSUs are settled in shares of common stock, with holders receiving one share of common stock for each performance-based share unit that vests. The fair value of PSUs is based on the closing price of the Company’s common stock on the grant date. Compensation expense for PSUs is recognized over the vesting period when it is probable the performance criteria will be achieved. | ||||||||||||||||||
At December 28, 2014, the following performance-based share unit (“PSUs”) programs were in progress: | ||||||||||||||||||
TARGET NO. OF PSUs AWARDED AND REMAINING TO GRANT (1) | TARGET NO. OF GRANTED AND OUTSTANDINGPSUs (2) | ESTIMATED PAYOUT OF GRANTED AND OUTSTANDING PSUs AS OF DECEMBER 28, 2014 | MAXIMUM PAYOUT (AS A % OF TARGET NO. OF PSUs) | |||||||||||||||
(units in thousands) | MINIMUM PAYOUT | |||||||||||||||||
AWARD DATE | PROGRAM | |||||||||||||||||
2/26/13 | 2013 Program | 103 | 32 | 19 | — | % | 200 | % | ||||||||||
4/24/13 | 2013 Grant | 12 | 6 | 6 | — | % | 100 | % | ||||||||||
2/27/14 | 2014 Program | 174 | 54 | 34 | — | % | 200 | % | ||||||||||
289 | 92 | 59 | ||||||||||||||||
________________ | ||||||||||||||||||
-1 | Represents target PSUs awarded under each of the identified programs that have not been granted for accounting purposes. These PSUs do not result in the recognition of stock-based compensation expense until the performance target has been set by the Board of Directors as of the beginning of each fiscal year. There is no effect of these PSUs on the Company’s basic or diluted shares outstanding. | |||||||||||||||||
-2 | Assumes achievement of target threshold of the Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) goals for the Company or respective concepts for the 2013 Programs and achievement of target threshold of the Adjusted EPS goal for the 2014 Program. | |||||||||||||||||
The following table presents a summary of the Company’s PSU activity for fiscal year 2014: | ||||||||||||||||||
(in thousands, except grant date fair value) | PERFORMANCE-BASED SHARE UNITS | WEIGHTED-AVERAGE | ||||||||||||||||
GRANT DATE | ||||||||||||||||||
FAIR VALUE PER AWARD | ||||||||||||||||||
Outstanding as of December 31, 2013 | 49 | $ | 17.85 | |||||||||||||||
Granted (1) | 110 | 25.07 | ||||||||||||||||
Vested (2) | (56 | ) | 16.7 | |||||||||||||||
Forfeited | (11 | ) | 23.1 | |||||||||||||||
Outstanding as of December 28, 2014 | 92 | $ | 25.08 | |||||||||||||||
________________ | ||||||||||||||||||
-1 | Share unit amounts include the number of PSUs at the target threshold in the current period grant and additional shares earned above target due to exceeding prior period performance criteria. | |||||||||||||||||
-2 | In February 2014, 44,996 PSUs vested based upon satisfaction of the 2013 Company performance criteria, representing the achievement of 114% of the annual target threshold. | |||||||||||||||||
Deferred Compensation Plans | ||||||||||||||||||
Restaurant Managing Partners and Chef Partners - Restaurant Managing Partners and Chef Partners are eligible to participate in deferred compensation programs. The Company invests in various corporate-owned life insurance policies, which are held within an irrevocable grantor or “rabbi” trust account for settlement of the obligations under the deferred compensation plans. The deferred compensation obligation due to managing and chef partners was $155.6 million and $148.3 million as of December 28, 2014 and December 31, 2013, respectively. The unfunded obligation for managing and chef partners’ deferred compensation was $82.6 million and $76.5 million as of December 28, 2014 and December 31, 2013, respectively. | ||||||||||||||||||
Other Benefit Plans | ||||||||||||||||||
401(k) Plan - The Company has a qualified defined contribution plan that qualifies under Section 401(k) of the Internal Revenue Code of 1986, as amended. The Company incurred costs of $1.1 million, $2.1 million and $2.1 million for the 401(k) Plan for fiscal years 2014, 2013 and 2012, respectively. | ||||||||||||||||||
Deferred Compensation Plan - The Company provides a deferred compensation plan for its highly compensated employees who are not eligible to participate in the 401(k) Plan. The deferred compensation plan allows these employees to contribute a percentage of their base salary and cash bonus on a pre-tax basis. The deferred compensation plan is unfunded and unsecured. |
Other_Current_Assets_Net
Other Current Assets, Net | 12 Months Ended | |||||||
Dec. 28, 2014 | ||||||||
Other Current Assets Disclosure [Abstract] | ||||||||
Other current assets, net | Other Current Assets, Net | |||||||
Other current assets, net, consisted of the following: | ||||||||
DECEMBER 28, | DECEMBER 31, | |||||||
(in thousands) | 2014 | 2013 | ||||||
Prepaid expenses | $ | 30,260 | $ | 27,652 | ||||
Accounts receivable - vendors, net | 27,340 | 23,218 | ||||||
Accounts receivable - franchisees, net | 1,159 | 1,394 | ||||||
Accounts receivable - other, net | 107,178 | 33,086 | ||||||
Other current assets, net | 40,691 | 32,362 | ||||||
$ | 206,628 | $ | 117,712 | |||||
Property_Fixtures_and_Equipmen
Property, Fixtures and Equipment, Net | 12 Months Ended | |||||||||||
Dec. 28, 2014 | ||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||
Property, fixtures and equipment, net | Property, Fixtures and Equipment, Net | |||||||||||
Property, fixtures and equipment, net, consisted of the following: | ||||||||||||
DECEMBER 28, | DECEMBER 31, | |||||||||||
(in thousands) | 2014 | 2013 | ||||||||||
Land | $ | 262,141 | $ | 263,989 | ||||||||
Buildings and building improvements | 998,787 | 959,102 | ||||||||||
Furniture and fixtures | 368,638 | 345,040 | ||||||||||
Equipment | 531,117 | 487,276 | ||||||||||
Leasehold improvements | 457,623 | 443,376 | ||||||||||
Construction in progress | 46,025 | 79,526 | ||||||||||
Less: accumulated depreciation | (1,035,020 | ) | (945,046 | ) | ||||||||
$ | 1,629,311 | $ | 1,633,263 | |||||||||
At December 28, 2014, the Company leased $13.6 million and $19.5 million, respectively, of certain land and buildings to third parties. Accumulated depreciation related to the leased building assets of $4.9 million is included in Property, fixtures and equipment as of December 28, 2014. | ||||||||||||
Depreciation and repair and maintenance expense is as follows for the periods indicated: | ||||||||||||
FISCAL YEAR | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Depreciation expense | $ | 177,504 | $ | 156,015 | $ | 147,768 | ||||||
Repair and maintenance expense | 108,392 | 103,613 | 98,039 | |||||||||
Effective March 14, 2012, the Company entered into a sale-leaseback transaction with two third-party real estate institutional investors in which the Company sold 67 restaurant properties at fair market value for net proceeds of $192.9 million. The Company then simultaneously leased these properties under nine master leases (collectively, the “REIT Master Leases”). The initial terms of the REIT Master Leases are 20 years with four five-year renewal options. One renewal period is at a fixed rental amount and the last three renewal periods are generally based on then-current fair market values. The sale at fair market value and subsequent leaseback qualified for sale-leaseback accounting treatment, and the REIT Master Leases are classified as operating leases. The Company recorded a deferred gain on the sale of certain of the properties of $42.9 million primarily in Other long-term liabilities, net in its Consolidated Balance Sheet at the time of the transaction, which is amortized over the initial 20-year term of the lease. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets, Net | 12 Months Ended | |||||||||||||||||||||||||
Dec. 28, 2014 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||
Goodwill and intangible assets, net | Goodwill and Intangible Assets, Net | |||||||||||||||||||||||||
Goodwill - The following table is a roll-forward of goodwill: | ||||||||||||||||||||||||||
(in thousands) | 2014 | 2013 | ||||||||||||||||||||||||
Balance as of beginning of year | $ | 352,118 | $ | 270,972 | ||||||||||||||||||||||
Acquisitions (1) | 2,461 | 141,942 | ||||||||||||||||||||||||
Translation adjustments | (13,039 | ) | (8,165 | ) | ||||||||||||||||||||||
Disposals (1) | — | (52,631 | ) | |||||||||||||||||||||||
Balance as of end of year | $ | 341,540 | $ | 352,118 | ||||||||||||||||||||||
________________ | ||||||||||||||||||||||||||
-1 | Effective November 1, 2013, the Company acquired a controlling interest in the Brazil Joint Venture. Refer to Note 3 - Acquisitions for discussion of goodwill associated with the Brazil acquisition. | |||||||||||||||||||||||||
The following table is a summary of the Company’s gross goodwill balances and accumulated impairments as of the periods indicated: | ||||||||||||||||||||||||||
DECEMBER 28, 2014 | DECEMBER 31, 2013 | DECEMBER 31, 2012 | ||||||||||||||||||||||||
(in thousands) | GROSS CARRYING AMOUNT | ACCUMULATED IMPAIRMENTS | GROSS CARRYING AMOUNT | ACCUMULATED IMPAIRMENTS | GROSS CARRYING AMOUNT | ACCUMULATED IMPAIRMENTS | ||||||||||||||||||||
Goodwill | $ | 1,126,176 | $ | (784,636 | ) | $ | 1,136,754 | $ | (784,636 | ) | $ | 1,055,608 | $ | (784,636 | ) | |||||||||||
The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets each year during the second quarter. The Company did not record any goodwill asset impairment charges during fiscal years 2014, 2013 or 2012. | ||||||||||||||||||||||||||
Intangible Assets, net - Intangible assets, net, consisted of the following as of December 28, 2014 and December 31, 2013: | ||||||||||||||||||||||||||
WEIGHTED AVERAGE AMORTIZATION PERIOD | DECEMBER 28, 2014 | DECEMBER 31, 2013 | ||||||||||||||||||||||||
(in thousands) | (IN YEARS) | GROSS CARRYING VALUE | ACCUMULATED AMORTIZATION | NET CARRYING VALUE | GROSS CARRYING VALUE | ACCUMULATED AMORTIZATION | NET CARRYING VALUE | |||||||||||||||||||
Trade names | Indefinite | $ | 414,000 | $ | 414,000 | $ | 413,000 | $ | 413,000 | |||||||||||||||||
Trademarks | 14 | 83,991 | $ | (30,656 | ) | 53,335 | 88,581 | $ | (26,619 | ) | $ | 61,962 | ||||||||||||||
Favorable leases | 9 | 87,655 | (43,083 | ) | 44,572 | 92,511 | (39,759 | ) | $ | 52,752 | ||||||||||||||||
Franchise agreements | 6 | 14,881 | (8,633 | ) | 6,248 | 14,881 | (7,488 | ) | $ | 7,393 | ||||||||||||||||
Reacquired franchise rights | 13 | 70,023 | (6,072 | ) | 63,951 | 77,418 | (516 | ) | $ | 76,902 | ||||||||||||||||
Other intangibles | 2 | 9,099 | (5,773 | ) | 3,326 | 9,099 | (3,975 | ) | $ | 5,124 | ||||||||||||||||
Total intangible assets | 12 | $ | 679,649 | $ | (94,217 | ) | $ | 585,432 | $ | 695,490 | $ | (78,357 | ) | $ | 617,133 | |||||||||||
The Company did not record any indefinite-lived intangible asset impairment charges during fiscal years 2014, 2013 or 2012. | ||||||||||||||||||||||||||
Definite-lived intangible assets are amortized on a straight-line basis. The following table presents the aggregate expense related to the amortization of the Company’s trademarks, favorable leases, franchise agreements, reacquired franchise rights and other intangibles: | ||||||||||||||||||||||||||
FISCAL YEAR | ||||||||||||||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||||||||||||||||
Amortization expense (1) | $ | 19,807 | $ | 14,405 | $ | 14,550 | ||||||||||||||||||||
________________ | ||||||||||||||||||||||||||
-1 | Amortization expense is recorded in Depreciation and amortization and Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income. | |||||||||||||||||||||||||
The following table presents expected annual amortization of intangible assets as of December 28, 2014: | ||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
2015 | $ | 18,256 | ||||||||||||||||||||||||
2016 | 17,229 | |||||||||||||||||||||||||
2017 | 15,336 | |||||||||||||||||||||||||
2018 | 14,940 | |||||||||||||||||||||||||
2019 | 14,465 | |||||||||||||||||||||||||
Effective June 1, 2014, OSI and Carrabba’s Italian Grill, LLC (“Carrabba’s”), a wholly owned subsidiary of OSI, entered into a Third Amendment to the Royalty Agreement with the founders of Carrabba’s Italian Grill and their affiliated entities (collectively, the “Carrabba’s Founders”). The amendment provides that no continuing royalty fee will be paid to the Carrabba’s Founders for Carrabba’s restaurants located outside the United States. Each Carrabba’s restaurant located outside the United States will pay a one-time lump sum royalty fee, which varies depending on the size of the restaurant. The one-time fee is $100,000 for restaurants 5,000 square feet or larger, $75,000 for restaurants 3,500 square feet or larger but less than 5,000 square feet and $50,000 for restaurants less than 3,500 square feet. In connection with the amendment, the Company made a non-refundable payment of $1.0 million to the Carrabba’s Founders for the first ten restaurants of 5,000 square feet or more to be located outside the United States. The payment to the Carrabba’s Founders was recorded as a trade name in Intangible Assets, net, in the Consolidated Balance Sheet as of December 28, 2014. | ||||||||||||||||||||||||||
In addition, new Carrabba’s restaurants in the U.S. that first open on or after June 1, 2014 will pay a fixed royalty of 0.5 percent on sales occurring prior to 4 pm local time Monday through Saturday. Existing Carrabba’s restaurants in the U.S. that begin serving weekday lunch on or after June 1, 2014 will pay a fixed royalty of 0.5 percent on sales occurring prior to 4 pm local time Monday through Friday. In each case, these sales will be excluded in calculating the volume based royalty percentage on sales after 4 pm. |
Other_Assets_Net
Other Assets, Net | 12 Months Ended | |||||||
Dec. 28, 2014 | ||||||||
Other Assets [Abstract] | ||||||||
Other assets, net | Other Assets, Net | |||||||
Other assets, net, consisted of the following: | ||||||||
DECEMBER 28, | DECEMBER 31, | |||||||
(in thousands) | 2014 | 2013 | ||||||
Company-owned life insurance | $ | 64,067 | $ | 66,749 | ||||
Deferred financing fees (1) | 6,917 | 12,354 | ||||||
Liquor licenses | 27,844 | 27,793 | ||||||
Other assets | 57,135 | 58,223 | ||||||
$ | 155,963 | $ | 165,119 | |||||
________________ | ||||||||
-1 | Net of accumulated amortization of $6.1 million and $11.4 million at December 28, 2014 and December 31, 2013, respectively. | |||||||
The Company amortized deferred financing fees of $3.1 million, $3.6 million and $8.2 million to interest expense for fiscal years 2014, 2013 and 2012, respectively. |
Accrued_and_Other_Current_Liab
Accrued and Other Current Liabilities | 12 Months Ended | |||||||
Dec. 28, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued and other current liabilities | Accrued and Other Current Liabilities | |||||||
Accrued and other current liabilities consisted of the following: | ||||||||
DECEMBER 28, | DECEMBER 31, | |||||||
(in thousands) | 2014 | 2013 | ||||||
Accrued payroll and other compensation | $ | 121,548 | $ | 100,955 | ||||
Accrued insurance | 19,455 | 20,710 | ||||||
Other current liabilities | 96,841 | 75,449 | ||||||
$ | 237,844 | $ | 197,114 | |||||
Accrued Payroll Taxes - The Company is currently under payroll tax examination by the IRS. During 2013, the IRS informed the Company that it proposed to issue an audit adjustment for the employer’s share of FICA taxes related to cash tips allegedly received and unreported by the Company’s tipped employees during calendar year 2010. Subsequently, the IRS indicated that the scope of the proposed adjustment would expand to include the 2011 and 2012 periods. During 2014, the Company settled the calendar year 2010 audit adjustment for $5.0 million. Following are the components recognized in the Consolidated Balance Sheets for the payroll tax audits: | ||||||||
DECEMBER 28, | DECEMBER 31, | |||||||
(in thousands) | 2014 | 2013 | ||||||
Accrued and other current liabilities | $ | 12,000 | $ | 5,000 | ||||
Other long-term liabilities, net | — | 12,000 | ||||||
$ | 12,000 | $ | 17,000 | |||||
In addition, a deferred income tax benefit was recorded for the allowable income tax credits for the payroll audits. As a result of the associated income tax benefit, the recognition of the liability had no impact on net income. |
Longterm_Debt_Net
Long-term Debt, Net | 12 Months Ended | |||||||||||||
Dec. 28, 2014 | ||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||
Long-term debt, net | Long-term Debt, Net | |||||||||||||
Following is a summary of outstanding long-term debt: | ||||||||||||||
DECEMBER 28, 2014 | DECEMBER 31, 2013 | |||||||||||||
(in thousands, except interest rate) | OUTSTANDING BALANCE | INTEREST RATE | OUTSTANDING BALANCE | INTEREST RATE | ||||||||||
Senior Secured Credit Facility (1): | ||||||||||||||
Term loan A | $ | 296,250 | 2.16 | % | $ | — | — | % | ||||||
Term loan B | 225,000 | 3.5 | % | 935,000 | 3.5 | % | ||||||||
Revolving credit facility | 325,000 | 2.16 | % | — | — | % | ||||||||
Total Senior Secured Credit Facility | 846,250 | 935,000 | ||||||||||||
2012 CMBS loan: | ||||||||||||||
First mortgage loan (2) | 299,765 | 4.08 | % | 311,644 | 4.02 | % | ||||||||
First mezzanine loan | 85,127 | 9 | % | 86,131 | 9 | % | ||||||||
Second mezzanine loan | 86,067 | 11.25 | % | 86,704 | 11.25 | % | ||||||||
Total 2012 CMBS Loan | 470,959 | 484,479 | ||||||||||||
Capital lease obligations | 634 | 1,255 | ||||||||||||
Other long-term debt (3) | 4,073 | 0.52% to 7.00% | 8,561 | 0.58% to 7.00% | ||||||||||
1,321,916 | 1,429,295 | |||||||||||||
Less: current portion of long-term debt | (25,964 | ) | (13,546 | ) | ||||||||||
Less: unamortized debt discount | (6,073 | ) | (10,152 | ) | ||||||||||
Long-term debt, net | $ | 1,289,879 | $ | 1,405,597 | ||||||||||
________________ | ||||||||||||||
-1 | Subsequent to December 28, 2014, the Company made payments of $3.8 million, $10.0 million and $60.0 million on its Term loan A, Term loan B and revolving credit facility, respectively. | |||||||||||||
-2 | Represents the weighted-average interest rate for the respective period. | |||||||||||||
-3 | Balance is comprised of sale-leaseback obligations and uncollateralized notes payable. Interest rates presented relate to the notes payable. | |||||||||||||
Bloomin’ Brands, Inc. is a holding company and conducts its operations through its subsidiaries, certain of which have incurred indebtedness as described below. | ||||||||||||||
Credit Agreement - On October 26, 2012, OSI refinanced its outstanding senior secured credit facilities and entered into a credit agreement (“Credit Agreement”) with a syndicate of institutional lenders and financial institutions. The senior secured credit facility (the “Senior Secured Credit Facility”) of up to $1.225 billion was comprised of a $1.0 billion Term loan B and a $225.0 million revolving credit facility, including letter of credit and swing line loan sub-facilities. The Term loan B was issued with an original issue discount of $10.0 million. | ||||||||||||||
On April 10, 2013, OSI amended the Credit Agreement in connection with a repricing of the Term loan B. The terms of the amended Term loan B remained unchanged, but had a lower applicable interest rate than the existing senior secured Term loan B facility. In January 2014, the Credit Agreement was amended to align with the change in the Company’s fiscal year. | ||||||||||||||
Amended Credit Agreement - OSI completed a refinancing of its Senior Secured Credit Facility and entered into an amendment to the Credit Agreement (“Amended Credit Agreement”) on May 16, 2014. The Amended Credit Agreement provides for senior secured financing of up to $1.125 billion, initially consisting of a new $300.0 million Term loan A, a $225.0 million Term loan B and a $600.0 million revolving credit facility, including letter of credit and swing line loan sub-facilities. The Term loan A and revolving credit facility mature May 16, 2019, and the Term loan B matures on October 26, 2019. The Term loan A was issued with a discount of $2.9 million. | ||||||||||||||
At closing, $400.0 million was drawn under the revolving credit facility. The proceeds of the Term loan A and the loans made at closing under the revolving credit facility were used to pay down a portion of Term loan B under the Credit Agreement. The total indebtedness of the Company remained unchanged as a result of the refinancing. | ||||||||||||||
The Company may elect an interest rate for the Amended Credit Agreement at each reset period based on the Base Rate or the Eurocurrency Rate. The Base Rate option is the highest of: (i) the prime rate of Wells Fargo Bank, National Association, (ii) the federal funds effective rate plus 0.5 of 1.0% or (iii) the Eurocurrency rate with a one-month interest period plus 1.0% (the “Base Rate”). The Eurocurrency Rate option is the seven, 30, 60, 90 or 180-day Eurocurrency rate (“Eurocurrency Rate”). The interest rates are as follows: | ||||||||||||||
BASE RATE ELECTION | EUROCURRENCY RATE ELECTION | |||||||||||||
Term loan A and revolving credit facility | 75 to 125 basis points over Base Rate | 175 to 225 basis points over the Eurocurrency Rate | ||||||||||||
Term loan B | 150 basis points over Base Rate | 250 basis points over the Eurocurrency Rate | ||||||||||||
Since the effective date of the Amended Credit Agreement, the Company has elected the Eurocurrency rate as its primary interest rate. Under the terms of the Amended Credit Agreement, the Term loan B interest rate determined using the Base Rate and Eurocurrency rate has minimum rates of 2.00% and 1.00%, respectively. | ||||||||||||||
Fees on letters of credit and the daily unused availability under the revolving credit facility as of December 28, 2014, were 2.13% and 0.30%, respectively. As of December 28, 2014, $29.6 million of the revolving credit facility was committed for the issuance of letters of credit and not available for borrowing. | ||||||||||||||
Substantially all of the assets of the Company’s domestic OSI subsidiaries collateralize the Senior Secured Credit Facility. | ||||||||||||||
Commercial Mortgage-Backed Securities Loan - Effective March 27, 2012, New Private Restaurant Properties, LLC and two of the Company’s other indirect wholly-owned subsidiaries (collectively, “New PRP”) entered into a commercial mortgage-backed securities loan (the “2012 CMBS Loan”) with German American Capital Corporation and Bank of America, N.A. The 2012 CMBS Loan totaled $500.0 million at origination and was originally comprised of a first mortgage loan in the amount of $324.8 million, collateralized by 261 of the Company’s properties, and two mezzanine loans totaling $175.2 million. The loans have a maturity date of April 10, 2017. | ||||||||||||||
The first mortgage loan has five fixed-rate components and a floating rate component. The fixed-rate components bear interest at rates ranging from 2.37% to 6.81% per annum. The floating rate component bears interest at a rate per annum equal to the 30-day London Interbank Offered Rate (“30-day LIBOR”), (with a floor of 1%) plus 2.37%. The first mezzanine loan bears interest at a rate of 9.00% per annum, and the second mezzanine loan bears interest at a rate of 11.25% per annum. | ||||||||||||||
Debt Covenants and Other Restrictions - Borrowings under the Company’s debt agreements are subject to various covenants that limit the Company’s ability to: incur additional indebtedness; make significant payments; sell assets; pay dividends and other restricted payments; acquire certain assets; effect mergers and similar transactions; and effect certain other transactions with affiliates. The Amended Credit Agreement also has a financial covenant to maintain a specified quarterly Total Net Leverage Ratio (“TNLR”). TNLR is the ratio of Consolidated Total Debt (Current portion of long-term debt and Long-term debt, net) to Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization and certain other adjustments). The TNLR may not exceed a level set at 5.00 to 1.00 through fiscal 2017, with a step down to a maximum level of 4.75 to 1.00 in fiscal 2018 and thereafter. | ||||||||||||||
The 2012 CMBS Loan also requires the Company to maintain an interest rate cap (“Rate Cap”) to limit the volatility of the floating rate component of the first mortgage loan within the 2012 CMBS Loan. See Note 16 - Derivative Instruments and Hedging Activities for further information. | ||||||||||||||
At December 28, 2014 and December 31, 2013, the Company was in compliance with its debt covenants. | ||||||||||||||
Loss on Extinguishment and Modification of Debt - Following is a summary of loss on extinguishment and modification of debt recorded in the Company’s Consolidated Statement of Operations and Comprehensive Income: | ||||||||||||||
FISCAL YEAR | ||||||||||||||
(in thousands) | 2014 (1) | 2013 (2) | 2012 | |||||||||||
2012 CMBS Loan refinancing | $ | — | $ | — | $ | 2,852 | ||||||||
Retirement of OSI senior notes | — | — | 8,956 | |||||||||||
Refinancing of Senior Secured Credit Facility | 11,092 | — | 9,149 | |||||||||||
Repricing Term loan B | — | 14,586 | — | |||||||||||
Loss on extinguishment and modification of debt | $ | 11,092 | $ | 14,586 | $ | 20,957 | ||||||||
________________ | ||||||||||||||
-1 | The loss was comprised of write-offs of $5.5 million of deferred financing fees and $4.9 million of unamortized debt discount and a prepayment penalty of $0.7 million. | |||||||||||||
-2 | The loss was comprised of a prepayment penalty of $9.8 million, third-party financing costs of $2.4 million and the write-down of $1.2 million each of deferred financing fees and unamortized debt discount. | |||||||||||||
Deferred financing fees - The Company deferred $3.8 million of financing costs incurred to complete the refinancing of the Senior Secured Credit Facility in fiscal year 2014. These deferred financing costs are included in the line item, Other assets, net in the Consolidated Balance Sheets. | ||||||||||||||
Maturities - Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of December 28, 2014: | ||||||||||||||
(in thousands) | DECEMBER 28, 2014 | |||||||||||||
Year 1 (1) | $ | 27,601 | ||||||||||||
Year 2 | 40,147 | |||||||||||||
Year 3 | 460,983 | |||||||||||||
Year 4 | 24,403 | |||||||||||||
Year 5 | 767,524 | |||||||||||||
Thereafter | 1,258 | |||||||||||||
Total | $ | 1,321,916 | ||||||||||||
________________ | ||||||||||||||
-1 | Excludes unamortized discount of $1.6 million. | |||||||||||||
The following is a summary of required amortization payments for Term loan A: | ||||||||||||||
SCHEDULED QUARTERLY PAYMENT DATES | (in thousands) | |||||||||||||
December 31, 2014 through June 30, 2016 | $ | 3,750 | ||||||||||||
September 30, 2016 through June 30, 2018 | $ | 5,625 | ||||||||||||
September 30, 2018 through March 31, 2019 | $ | 7,500 | ||||||||||||
Since the inception of the Term loan B, OSI has made voluntary prepayments in excess of the remaining required amortization payments and, as a result, will not be required to make any further required amortization payments until the remaining balance of the loan reaches maturity in October 2019. | ||||||||||||||
The Amended Credit Agreement contains mandatory prepayment requirements for Term loan A and Term loan B. Beginning with the fiscal year ended December 28, 2014, the Company is required to prepay outstanding amounts under its term loans with 50% of its annual excess cash flow, as defined in the Amended Credit Agreement. The amount of outstanding term loans required to be prepaid in accordance with the debt covenants may vary based on the Company’s leverage ratio and year-end results. |
Other_Longterm_Liabilities_Net
Other Long-term Liabilities, Net | 12 Months Ended | |||||||
Dec. 28, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Other long-term liabilities, net | Other Long-term Liabilities, Net | |||||||
Other long-term liabilities, net, consisted of the following: | ||||||||
DECEMBER 28, | DECEMBER 31, | |||||||
(in thousands) | 2014 | 2013 | ||||||
Accrued insurance liability | $ | 42,922 | $ | 43,635 | ||||
Unfavorable leases, net of accumulated amortization | 49,492 | 54,843 | ||||||
Chef and managing partner deferred compensation obligations | 90,564 | 109,529 | ||||||
Deferred gain on sale-leaseback transaction, net of accumulated amortization | 35,864 | 36,910 | ||||||
Other long-term liabilities | 41,563 | 41,869 | ||||||
$ | 260,405 | $ | 286,786 | |||||
The Company maintains an endorsement split-dollar insurance policy with a death benefit of $5.0 million for one of its current executive officers. The Company is the beneficiary of the policy to the extent of premiums paid or the cash value, whichever is greater, with the remaining death benefit being paid to personal beneficiaries designated by the executive officers. | ||||||||
During fiscal years 2014 and 2013, the Company terminated the split-dollar agreements with certain of its former executive officers for cash payments of $2.0 million and $5.2 million. Upon termination, the release of the death benefit and related liabilities less the associated cash termination payment resulted in net gains of $1.9 million and $4.7 million during fiscal years 2014 and 2013, which were recorded in General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income. As a result of the terminations, the Company became the sole and exclusive owner of the related split-dollar insurance policies and elected to cancel them. | ||||||||
As of December 28, 2014 and December 31, 2013, the Company had $1.2 million and $5.0 million, respectively, recorded in Other long-term liabilities, net in its Consolidated Balance Sheets for the outstanding obligations under the endorsement split-dollar insurance policies. |
Redeemable_Noncontrolling_Inte
Redeemable Noncontrolling Interests | 12 Months Ended | |||
Dec. 28, 2014 | ||||
Redeemable Noncontrolling Interests [Abstract] | ||||
Redeemable noncontrolling interests | Redeemable Noncontrolling Interests | |||
The Company consolidates subsidiaries in Brazil and China, each of which have noncontrolling interests that are permitted to deliver subsidiary shares in exchange for cash at a future date. The following table presents a rollforward of Redeemable noncontrolling interests for fiscal year 2014: | ||||
FISCAL YEAR | ||||
(in thousands) | 2014 | |||
Balance, beginning of period | $ | 21,984 | ||
Net income attributable to Redeemable noncontrolling interests | 666 | |||
Contributions by noncontrolling shareholders | 1,456 | |||
Transfer to redeemable noncontrolling interest | 627 | |||
Balance, end of period | $ | 24,733 | ||
As of December 28, 2014, the Company allocated Net income attributable to noncontrolling interests and performed a measurement of the redemption amount for Redeemable noncontrolling interests, including a fair value assessment. Based on the fair value assessment, no adjustment was required for fiscal year 2014. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||
Dec. 28, 2014 | ||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||
Stockholders' equity | Stockholders’ Equity | |||||||||||
Public Offerings - During 2012, the Company completed an IPO of its common stock. In the offering, the Company issued and sold an aggregate of 14,196,845 shares of common stock at a price of $11.00 per share. The Company received net proceeds in the offering of $142.2 million after deducting underwriting discounts, commissions and offering-related expenses of $14.0 million. All of the net proceeds, together with cash on hand, was applied to retire OSI’s 10% senior notes due 2015. | ||||||||||||
In 2012, the retention bonus and the incentive bonus agreements with the Company’s CEO were amended. The remaining payments under each agreement were accelerated to a single lump sum payment of $22.4 million, which was paid upon the completion of the Company’s IPO in fiscal year 2012. In connection with the amended agreements, the Company recorded $18.1 million of accelerated bonus expense for fiscal year 2012 in General and administrative in its Consolidated Statement of Operations and Comprehensive Income. | ||||||||||||
Share Repurchases - In December 2014, the Company’s Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $100.0 million of its outstanding common stock. The authorization will expire on June 12, 2016. As of December 28, 2014, no shares had been repurchased under the program. | ||||||||||||
Dividends - In December 2014, the Board of Directors adopted a dividend policy under which it intends to declare quarterly cash dividends on shares of the Company’s common stock. On February 12, 2015, the Board of Directors declared the Company’s first quarterly cash dividend of $0.06 per share. | ||||||||||||
Accumulated Other Comprehensive Loss - The components of Accumulated other comprehensive loss (“AOCL”), net of tax, are as follows: | ||||||||||||
(in thousands) | FOREIGN CURRENCY TRANSLATION ADJUSTMENT | UNREALIZED LOSSES ON DERIVATIVES | ACCUMULATED OTHER COMPREHENSIVE LOSS | |||||||||
Balances as of December 31, 2013 | $ | (26,418 | ) | $ | — | $ | (26,418 | ) | ||||
Other comprehensive loss, net of tax | (31,731 | ) | (2,393 | ) | (34,124 | ) | ||||||
Balances as of December 28, 2014 | $ | (58,149 | ) | $ | (2,393 | ) | $ | (60,542 | ) |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 12 Months Ended | ||||||
Dec. 28, 2014 | |||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||
Derivative instruments and hedging activities | Derivative Instruments and Hedging Activities | ||||||
The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company manages economic risks, including interest rate, primarily by managing the amount, sources and duration of its debt funding and through the use of derivative financial instruments. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and an interest rate cap. | |||||||
DESIGNATED HEDGES | |||||||
Cash Flow Hedges of Interest Rate Risk - On September 9, 2014, the Company entered into variable-to-fixed interest rate swap agreements with eight counterparties to hedge a portion of the cash flows of the Company’s variable rate debt. The swap agreements have an aggregate notional amount of $400.0 million, a forward start date of June 30, 2015, and mature on May 16, 2019. Under the terms of the swap agreements, the Company will pay a weighted-average fixed rate of 2.02% on the $400.0 million notional amount and receive payments from the counterparty based on the 30-day LIBOR rate. | |||||||
The interest rate swaps, which have been designated and qualify as a cash flow hedge, are recognized on the Company’s Consolidated Balance Sheets at fair value and are classified based on the instruments’ maturity dates. Fair value changes in the interest rate swaps are recognized in AOCL for all effective portions. Balances in AOCL are subsequently reclassified to earnings in the same period that the hedged interest payments affect earnings. The Company estimates $3.0 million will be reclassified to interest expense over the next twelve months. | |||||||
The following table presents the fair value of the Company’s interest rate swaps as well as their classification on the Consolidated Balance Sheet: | |||||||
(in thousands) | DECEMBER 28, 2014 | CONSOLIDATED BALANCE SHEET CLASSIFICATION | |||||
Interest rate swaps - liability | $ | 2,617 | Accrued and other current liabilities | ||||
Interest rate swaps - liability | 1,307 | Other long-term liabilities, net | |||||
Total fair value of derivative instruments - liability (1) | $ | 3,924 | |||||
____________________ | |||||||
(1) See Note 17 - Fair Value Measurements for fair value discussion of the interest rate swaps. | |||||||
As of December 28, 2014, no interest expense related to the interest rate swaps is accrued in the Consolidated Balance Sheets or recognized in the Consolidated Statements of Operations and Comprehensive Income as the interest rate swaps are not effective until June 30, 2015. During fiscal year 2014, the Company did not recognize any gain or loss as a result of hedge ineffectiveness. | |||||||
The following table summarizes the effects of the interest rate swap on the Consolidated Statements of Operations and Comprehensive Income for fiscal year 2014: | |||||||
(in thousands) | AMOUNT OF (LOSS) GAIN RECOGNIZED IN OTHER COMPREHENSIVE INCOME | ||||||
Interest rate swaps | $ | (3,924 | ) | ||||
Income tax benefit | 1,531 | ||||||
Net of income taxes | $ | (2,393 | ) | ||||
The Company records its derivatives on the Consolidated Balance Sheets on a gross balance basis. The Company’s derivatives are subject to master netting arrangements. As of December 28, 2014, the Company did not have more than one derivative between the same counterparties and as such, there was no netting. | |||||||
By utilizing the interest rate swaps, the Company is exposed to credit-related losses in the event that the counterparty fails to perform under the terms of the derivative contract. To mitigate this risk, the Company enters into derivative contracts with major financial institutions based upon credit ratings and other factors. The Company continually assesses the creditworthiness of its counterparties. As of December 28, 2014, all counterparties to the interest rate swaps had performed in accordance with their contractual obligations. | |||||||
The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if the repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on indebtedness. | |||||||
As of December 28, 2014, the fair value of the Company’s interest rate swaps in a net liability position, excluding any adjustment for nonperformance risk, was $4.0 million. As of December 28, 2014, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions as of December 28, 2014, it could have been required to settle its obligations under the agreements at their termination value of $4.0 million. | |||||||
NON-DESIGNATED HEDGES | |||||||
Interest Rate Cap - The Company is required to maintain an interest Rate Cap to limit the volatility of the floating rate component of the first mortgage loan within the 2012 CMBS loan. In April 2014, the Company’s Rate Cap expired. In connection with the expiration of the Rate Cap, the Company entered into a replacement rate cap (“Replacement Rate Cap”), with a notional amount of $48.7 million. Under the Replacement Rate Cap, if the 30-day LIBOR rate exceeds 7.00% per annum, the counterparty must pay to the Company such excess on the notional amount of the floating rate component. The Replacement Rate Cap expires in April 2016. Changes in the fair value of the Replacement Rate Cap were nominal for fiscal years 2014 and 2013. | |||||||
Commodities - The Company’s restaurants are dependent upon energy to operate and are impacted by changes in energy prices, including natural gas. The Company utilizes derivative instruments with a notional amount of $2.7 million to mitigate some of its overall exposure to material increases in natural gas. | |||||||
The following table presents the fair value of the Company’s commodity derivative instruments as well as their classification on the Consolidated Balance Sheet: | |||||||
(in thousands) | DECEMBER 28, 2014 | CONSOLIDATED BALANCE SHEET CLASSIFICATION | |||||
Commodities - liability | $ | 566 | Accrued and other current liabilities | ||||
Total fair value of derivative instruments - liability | $ | 566 | |||||
The following table summarizes the effects of commodity derivative instruments on the Consolidated Statements of Operations and Comprehensive Income for fiscal year 2014: | |||||||
(in thousands) | LOCATION OF (LOSS) GAIN RECOGNIZED IN INCOME ON DERIVATIVE | AMOUNT OF (LOSS) GAIN RECOGNIZED IN INCOME ON DERIVATIVE | |||||
Commodities | Other restaurant operating expense | $ | (629 | ) | |||
Total | $ | (629 | ) | ||||
Changes in the fair value of the commodity derivative instruments and any gains or losses were nominal for fiscal years 2013 and 2012. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||||||||||
Dec. 28, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||
Fair value measurements | Fair Value Measurements | |||||||||||||||||||||||
Fair Value Measurements on a Recurring Basis - The following table presents the Company’s fixed income, money market funds and derivative instruments measured at fair value on a recurring basis as of December 28, 2014 and December 31, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall: | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
(in thousands) | TOTAL | LEVEL 1 | LEVEL 2 | TOTAL | LEVEL 1 | LEVEL 2 | ||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Cash equivalents: | ||||||||||||||||||||||||
Fixed income funds | $ | 4,602 | $ | 4,602 | $ | — | $ | 9,849 | $ | 9,849 | $ | — | ||||||||||||
Money market funds | 7,842 | 7,842 | — | 1,988 | 1,988 | — | ||||||||||||||||||
Restricted cash equivalents: | ||||||||||||||||||||||||
Money market funds | 3,360 | 3,360 | — | 68 | 68 | — | ||||||||||||||||||
Total asset recurring fair value measurements | $ | 15,804 | $ | 15,804 | $ | — | $ | 11,905 | $ | 11,905 | $ | — | ||||||||||||
Liabilities: | ||||||||||||||||||||||||
Accrued and other current liabilities: | ||||||||||||||||||||||||
Derivative instruments - interest rate swaps | $ | 2,617 | $ | — | $ | 2,617 | $ | — | $ | — | $ | — | ||||||||||||
Derivative instruments - commodities | 566 | — | 566 | — | — | — | ||||||||||||||||||
Other long-term liabilities | ||||||||||||||||||||||||
Derivative instruments - interest rate swaps | 1,307 | — | 1,307 | — | — | — | ||||||||||||||||||
Total liability recurring fair value measurements | $ | 4,490 | $ | — | $ | 4,490 | $ | — | $ | — | $ | — | ||||||||||||
Fair value of each class of financial instrument is determined based on the following: | ||||||||||||||||||||||||
FINANCIAL INSTRUMENT | METHODS AND ASSUMPTIONS | |||||||||||||||||||||||
Fixed income funds and | Carrying value approximates fair value because maturities are less than three months. | |||||||||||||||||||||||
Money market funds | ||||||||||||||||||||||||
Derivative instruments | Derivative instruments primarily relate to the interest rate swaps, interest rate cap and commodities. Fair value measurements are based on a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives and uses observable market-based inputs, including interest rate curves and credit spreads. The Company incorporates credit valuation adjustments to reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. As of December 28, 2014, the Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. | |||||||||||||||||||||||
Fair Value Measurements on a Nonrecurring Basis - Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to property, fixtures and equipment, goodwill and other intangible assets, which are remeasured when carrying value exceeds fair value. The following table summarizes the fair value remeasurements for Assets held for sale and Property, fixtures and equipment for fiscal years 2014, 2013 and 2012 aggregated by the level in the fair value hierarchy within which those measurements fall: | ||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||
(in thousands) | CARRYING VALUE | TOTAL IMPAIRMENT | CARRYING VALUE | TOTAL IMPAIRMENT | CARRYING VALUE | TOTAL IMPAIRMENT | ||||||||||||||||||
Assets held for sale (1) | $ | 9,613 | $ | 23,974 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Property, fixtures and equipment (2) | 2,429 | 13,097 | 9,990 | 19,761 | 6,178 | 10,584 | ||||||||||||||||||
$ | 12,042 | $ | 37,071 | $ | 9,990 | $ | 19,761 | $ | 6,178 | $ | 10,584 | |||||||||||||
________________ | ||||||||||||||||||||||||
-1 | Carrying value approximates fair value with all assets measured using Level 2 inputs. Refer to Note 4 - Impairments, Disposals and Exit Costs for discussion of impairments related to corporate airplanes and Roy’s. | |||||||||||||||||||||||
-2 | Carrying value approximates fair value. Carrying values for assets measured using Level 2 inputs totaled $1.8 million, $8.3 million and $3.6 million for fiscal years 2014, 2013 and 2012, respectively. Assets measured using Level 3 inputs, had carrying values of $0.6 million, $1.6 million and $2.6 million for fiscal years 2014, 2013 and 2012, respectively. Refer to Note 4 - Impairments, Disposals and Exit Costs for discussion of impairments related to restaurant closure initiatives. | |||||||||||||||||||||||
The Company used a third-party market appraisal (Level 2) and discounted cash flow models (Level 3) to estimate the fair value of the long-lived assets included in the table above. Projected future cash flows, including discount rate and growth rate assumptions, are derived from current economic conditions, expectations of management and projected trends of current operating results. | ||||||||||||||||||||||||
Fair Value of Financial Instruments - The Company’s non-derivative financial instruments as of December 28, 2014 and December 31, 2013 consist of cash equivalents, restricted cash, accounts receivable, accounts payable and current and long-term debt. The fair values of cash equivalents, restricted cash, accounts receivable and accounts payable approximate their carrying amounts reported in the Consolidated Balance Sheets due to their short duration. | ||||||||||||||||||||||||
Debt is carried at amortized cost; however, the Company estimates the fair value of debt for disclosure purposes. The following table includes the carrying value and fair value of the Company’s debt as of December 28, 2014 and December 31, 2013 aggregated by the level in the fair value hierarchy in which those measurements fall: | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
FAIR VALUE | FAIR VALUE | |||||||||||||||||||||||
(in thousands) | CARRYING VALUE | LEVEL 2 | LEVEL 3 | CARRYING VALUE | LEVEL 2 | LEVEL 3 | ||||||||||||||||||
Senior Secured Credit Facility: | ||||||||||||||||||||||||
Term loan A | $ | 296,250 | $ | 294,769 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Term loan B | 225,000 | 222,188 | — | 935,000 | 936,169 | — | ||||||||||||||||||
Revolving credit facility | 325,000 | 322,563 | — | — | — | — | ||||||||||||||||||
CMBS loan: | ||||||||||||||||||||||||
Mortgage loan | 299,765 | — | 308,563 | 311,644 | — | 318,787 | ||||||||||||||||||
First mezzanine loan | 85,127 | — | 85,187 | 86,131 | — | 86,131 | ||||||||||||||||||
Second mezzanine loan | 86,067 | — | 86,988 | 86,704 | — | 87,571 | ||||||||||||||||||
Other notes payable | 2,722 | — | 2,625 | 6,186 | — | 5,912 | ||||||||||||||||||
Fair value of debt is determined based on the following: | ||||||||||||||||||||||||
DEBT FACILITY | METHODS AND ASSUMPTIONS | |||||||||||||||||||||||
Senior Secured Credit Facility | Quoted market prices in inactive markets. | |||||||||||||||||||||||
CMBS loan | Assumptions derived from current conditions in the real estate and credit markets, changes in the underlying collateral and expectations of management. | |||||||||||||||||||||||
Other notes payable | Discounted cash flow approach. Discounted cash flow inputs primarily include cost of debt rates which are used to derive the present value factors for the determination of fair value. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 28, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income taxes | Income Taxes | |||||||||||
The following table presents the domestic and foreign components of Income before provision for income taxes: | ||||||||||||
FISCAL YEAR | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Domestic | $ | 124,157 | $ | 112,674 | $ | 43,744 | ||||||
Foreign | (4,187 | ) | 59,686 | 29,666 | ||||||||
$ | 119,970 | $ | 172,360 | $ | 73,410 | |||||||
Provision (benefit) for income taxes consisted of the following: | ||||||||||||
FISCAL YEAR | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Current provision: | ||||||||||||
Federal | $ | 13,364 | $ | 21,518 | $ | 15 | ||||||
State | 7,687 | 10,196 | 10,896 | |||||||||
Foreign | 16,616 | 9,681 | 8,637 | |||||||||
37,667 | 41,395 | 19,548 | ||||||||||
Deferred (benefit) provision: | ||||||||||||
Federal | (8,842 | ) | (83,437 | ) | 397 | |||||||
State | 688 | (347 | ) | (8,118 | ) | |||||||
Foreign | (5,469 | ) | 181 | 279 | ||||||||
(13,623 | ) | (83,603 | ) | (7,442 | ) | |||||||
Provision (benefit) for income taxes | $ | 24,044 | $ | (42,208 | ) | $ | 12,106 | |||||
Effective Income Tax Rate - The reconciliation of income taxes calculated at the United States federal tax statutory rate to the Company’s effective income tax rate is as follows: | ||||||||||||
FISCAL YEAR | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Income taxes at federal statutory rate | 35 | % | 35 | % | 35 | % | ||||||
State and local income taxes, net of federal benefit | 3.2 | 3.6 | 2.2 | |||||||||
Valuation allowance on deferred income tax assets | 1.5 | (30.6 | ) | 24.2 | ||||||||
Employment-related credits, net | (24.2 | ) | (22.3 | ) | (31.0 | ) | ||||||
Net life insurance expense | (0.8 | ) | (1.6 | ) | (1.3 | ) | ||||||
Noncontrolling interests | (1.2 | ) | (2.8 | ) | (7.8 | ) | ||||||
Tax settlements and related adjustments | 1.7 | 0.7 | (1.0 | ) | ||||||||
Gain on remeasurement of equity method investment | — | (6.8 | ) | — | ||||||||
Foreign rate differential | 2.7 | (1.4 | ) | (4.5 | ) | |||||||
Other, net | 2.1 | 1.7 | 0.7 | |||||||||
Total | 20 | % | (24.5 | )% | 16.5 | % | ||||||
The net increase in the effective income tax rate in fiscal year 2014 as compared to fiscal year 2013 was primarily due to the release of the domestic valuation allowance in 2013, the exclusion of gain on remeasurement of equity method investment in 2013 and a change in the blend of income across the Company’s domestic and international subsidiaries. | ||||||||||||
The net decrease in the effective income tax rate in fiscal year 2013 as compared to fiscal year 2012 was primarily due to the benefit of the release of valuation allowance in the second quarter of fiscal year 2013 and the exclusion of gain on remeasurement of equity method investment, which was partially offset by the benefit of the employment-related credits and the elimination of noncontrolling interests together being a smaller percentage of pretax income. | ||||||||||||
Deferred Tax Assets and Liabilities - The income tax effects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities are as follows: | ||||||||||||
DECEMBER 28, | DECEMBER 31, | |||||||||||
(in thousands) | 2014 | 2013 | ||||||||||
Deferred income tax assets: | ||||||||||||
Deferred rent | $ | 46,226 | $ | 40,555 | ||||||||
Insurance reserves | 22,082 | 23,226 | ||||||||||
Unearned revenue | 16,248 | 13,494 | ||||||||||
Deferred compensation | 70,849 | 66,607 | ||||||||||
Net operating loss carryforwards | 9,193 | 5,612 | ||||||||||
Federal tax credit carryforwards | 160,266 | 155,321 | ||||||||||
Partner deposits and accrued partner obligations | 18,026 | 22,586 | ||||||||||
Other, net | 11,585 | 2,594 | ||||||||||
Gross deferred income tax assets | 354,475 | 329,995 | ||||||||||
Less: valuation allowance | (5,658 | ) | (4,526 | ) | ||||||||
Net deferred income tax assets | 348,817 | 325,469 | ||||||||||
Deferred income tax liabilities: | ||||||||||||
Less: property, fixtures and equipment basis differences | (198,532 | ) | (184,984 | ) | ||||||||
Less: intangible asset basis differences | (155,741 | ) | (160,111 | ) | ||||||||
Less: deferred gain on extinguishment of debt | (45,782 | ) | (57,231 | ) | ||||||||
Net deferred income tax liabilities | $ | (51,238 | ) | $ | (76,857 | ) | ||||||
Valuation Allowance - In 2013, the Company released $67.7 million of the valuation allowance related to U.S. deferred income tax assets based on the expectation that the Company will maintain a cumulative income position in the future to utilize deferred tax assets. Of the $67.7 million valuation allowance release, $52.0 million was recorded as income tax benefit and $15.7 million was recorded as an increase to Additional paid-in capital. As the general business tax credits were expected to be realized due to current year and future year’s income, the portion attributable to future year’s income, or $44.8 million, was released as a discrete event in 2013. The remainder was attributable to current year activity as income was realized and impacted the 2013 effective income tax rate. | ||||||||||||
Undistributed Earnings - A provision for income taxes has not been recorded for United States or additional foreign taxes on undistributed earnings related to the Company’s foreign affiliates as these earnings were and are expected to continue to be permanently reinvested. The aggregate undistributed earnings of the Company’s foreign subsidiaries for which no deferred tax liability has been recorded is $147.7 million as of December 28, 2014. If the Company identifies an exception to its reinvestment policy of undistributed earnings, additional tax liabilities will be recorded. It is not practical to determine the amount of unrecognized deferred income tax liabilities on the undistributed earnings. | ||||||||||||
Tax Carryforwards - The amount and expiration dates of tax loss carryforwards and credit carryforwards as of December 28, 2014 are as follows: | ||||||||||||
(in thousands) | EXPIRATION DATE | AMOUNT | ||||||||||
United States state loss carryforwards | 2020 | - | 2033 | $ | 13,631 | |||||||
United States federal tax credit carryforwards | 2031 | - | 2034 | $ | 156,794 | |||||||
Foreign loss carryforwards | 2017 | - | indefinite | $ | 31,482 | |||||||
Unrecognized Tax Benefits - As of December 28, 2014 and December 31, 2013, the liability for unrecognized tax benefits was $17.6 million and $17.1 million, respectively. Of the total amount of unrecognized tax benefits, including accrued interest and penalties, $18.3 million and $17.2 million, respectively, if recognized, would impact the Company’s effective tax rate. | ||||||||||||
The following table summarizes the activity related to the Company’s unrecognized tax benefits: | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Balance as of beginning of year | $ | 17,068 | $ | 13,591 | $ | 14,039 | ||||||
Additions for tax positions taken during a prior period | 2,177 | 73 | 416 | |||||||||
Reductions for tax positions taken during a prior period | (422 | ) | (26 | ) | (291 | ) | ||||||
Additions for tax positions taken during the current period | 2,649 | 1,960 | 2,153 | |||||||||
Additions for tax positions on acquisition | — | 2,799 | — | |||||||||
Settlements with taxing authorities | (3,935 | ) | (488 | ) | (1,788 | ) | ||||||
Lapses in the applicable statutes of limitations | (120 | ) | (841 | ) | (938 | ) | ||||||
Translation adjustments | 146 | — | — | |||||||||
Balance as of end of year | $ | 17,563 | $ | 17,068 | $ | 13,591 | ||||||
The Company recognizes interest and penalties related to uncertain tax positions in Provision (benefit) for income taxes. The Company recognized an expense related to interest and penalties of $1.5 million, a benefit of $0.2 million and a benefit of $0.6 million for fiscal years 2014, 2013 and 2012, respectively. The Company had approximately $2.2 million and $2.1 million for the payment of interest and penalties accrued at December 28, 2014 and December 31, 2013 respectively. | ||||||||||||
Since timing of the resolution and/or closure of audits is not certain, the Company does not believe it is reasonably possible that its unrecognized tax benefits would materially change in the next 12 months. | ||||||||||||
Open Tax Years - Following is a summary of the open audit years by jurisdiction: | ||||||||||||
OPEN AUDIT YEARS | ||||||||||||
United States federal | 2007 | - | 2013 | |||||||||
United States states | 2001 | - | 2013 | |||||||||
Foreign | 2007 | - | 2013 | |||||||||
The Company is currently under examination by tax authorities in South Korea for the 2008 to 2012 tax years. In connection with this examination, the Company was assessed an additional $7.9 million of tax obligations. The Company has appealed the assessment. In order to enter into the appeal, the Company was required to deposit the amount of the assessment with the South Korea tax authorities. As of February 2015, the Company is currently seeking relief from double taxation through competent authority. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||
Dec. 28, 2014 | ||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||
Commitments and contingencies | Commitments and Contingencies | |||||||||||
Operating Leases - The Company leases restaurant and office facilities and certain equipment under operating leases mainly having initial terms expiring between 2015 and 2032. The restaurant facility leases have renewal clauses primarily from five to 30 years, exercisable at the option of the Company. Certain of these leases require the payment of contingent rentals leased on a percentage of gross revenues, as defined by the terms of the applicable lease agreement. | ||||||||||||
Total rent expense is as follows for the periods indicated: | ||||||||||||
FISCAL YEAR | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Rent expense (1) | $ | 169,701 | $ | 156,720 | $ | 140,866 | ||||||
____________________ | ||||||||||||
-1 | Includes contingent rent expense of $8.0 million, $6.5 million and $6.1 million for fiscal years 2014, 2013 and 2012, respectively. | |||||||||||
As of December 28, 2014, future minimum rental payments under non-cancelable operating leases are as follows: | ||||||||||||
(in thousands) | ||||||||||||
2015 | $ | 146,855 | ||||||||||
2016 | 131,858 | |||||||||||
2017 | 113,210 | |||||||||||
2018 | 97,241 | |||||||||||
2019 | 79,700 | |||||||||||
Thereafter | 444,042 | |||||||||||
Total minimum lease payments (1) | $ | 1,012,906 | ||||||||||
____________________ | ||||||||||||
-1 | Total minimum lease payments have not been reduced by minimum sublease rentals of $2.1 million due in future periods under non-cancelable subleases. | |||||||||||
Purchase Obligations - Purchase obligations were $563.2 million and $439.8 million at December 28, 2014 and December 31, 2013, respectively. These purchase obligations are primarily due within three years, however, commitments with various vendors extend through December 2021. Outstanding commitments consist primarily of beef, seafood and other food and beverage products related to normal business operations and contracts for advertising, technology and restaurant level service contracts. In 2014, the Company purchased more than 90% of its beef raw materials from four beef suppliers that represent more than 90% of the total beef marketplace in the U.S. | ||||||||||||
Litigation and Other Matters - The matter set forth below is subject to uncertainties and outcomes that are not predictable with certainty. The Company is unable to estimate a range of reasonably possible loss for the matter described below as the proceedings are at stages where significant uncertainty exists as to the legal or factual issues. The Company provides disclosure of matters when management believes it is reasonably possible the impact may be material to the consolidated financial statements. | ||||||||||||
On October 4, 2013, two then current employees (the “Nevada Plaintiffs”) filed a purported collective action lawsuit against the Company, OSI, and two of its subsidiaries in the U.S. District Court for the District of Nevada (Cardoza, et al. v. Bloomin’ Brands, Inc., et al., Case No.: 2:13-cv-01820-JAD-NJK). The complaint alleges violations of the Fair Labor Standards Act by requiring employees to work off the clock, complete on-line training without pay, and attend meetings in the restaurant without pay. The suit seeks to certify a nationwide collective action that all hourly employees in all Outback Steakhouse restaurants would be permitted to join. The suit seeks an unspecified amount in back pay for the employees that join the lawsuit, an equal amount in liquidated damages, costs, expenses, and attorney’s fees. The Nevada Plaintiffs also filed a companion lawsuit in Nevada state court alleging that the Company violated the state break time rules. On October 27, 2014 the Court conditionally certified a class for notice purposes consisting of all employees that worked at a company-owned Outback Steakhouse between October 27, 2011 and October 27, 2014. The Company subsequently filed a Motion to Reconsider the October 27, 2014 order. On February 5, 2015 the Court denied the Company’s Motion to reconsider the October 27, 2014 order granting conditional certification. The Company believes these lawsuits are without merit, and is vigorously defending all allegations. | ||||||||||||
On November 8, 2013, three employees of the Company’s franchisee (collectively, the “California Plaintiffs”) filed a purported class action lawsuit against the Company, OSI and OS Restaurant Services, LLC, two of its subsidiaries, and T-Bird Restaurant Group, Inc. (“T-Bird”), one of its franchisees, in the California Superior Court, County of Alameda. The defendants removed the matter to the U.S. District Court for the Northern District of California in December 2013 (Holly Gehl, et al. v. Bloomin’ Brands, Inc., et al., Case No.: 4:13-cv-05961-KAW). The complaint alleged, among other things, violations of the California Labor Code, failure to pay overtime, failure to provide meal and rest periods and termination compensation, and violations of California’s Business and Professions Code. On September 23, 2014, the California Plaintiffs’ agreed to dismiss Bloomin’ Brands and its related entities as defendants. | ||||||||||||
In addition, the Company is subject to legal proceedings, claims and liabilities, such as liquor liability, sexual harassment and slip and fall cases, which arise in the ordinary course of business and are generally covered by insurance if they exceed specified retention or deductible amounts. In the opinion of management, the amount of ultimate liability with respect to those actions will not have a material adverse impact on the Company’s financial position or results of operations and cash flows. | ||||||||||||
Insurance - As of December 28, 2014, the future payments the Company expects for workers’ compensation, general liability and health insurance claims are: | ||||||||||||
(in thousands) | ||||||||||||
2015 | $ | 19,515 | ||||||||||
2016 | 12,459 | |||||||||||
2017 | 8,041 | |||||||||||
2018 | 4,959 | |||||||||||
2019 | 2,614 | |||||||||||
Thereafter | 16,569 | |||||||||||
$ | 64,157 | |||||||||||
Discount rates of 0.83% and 0.78% were used for December 28, 2014 and December 31, 2013, respectively. A reconciliation of the expected aggregate undiscounted reserves to the discounted reserves for workers’ compensation, general liability and health insurance claims recognized in the Company’s Consolidated Balance Sheets is as follows: | ||||||||||||
DECEMBER 28, | DECEMBER 31, | |||||||||||
(in thousands) | 2014 | 2013 | ||||||||||
Undiscounted reserves | $ | 64,157 | $ | 66,109 | ||||||||
Discount | $ | (1,780 | ) | $ | (1,764 | ) | ||||||
Discounted reserves recognized in the Consolidated Balance Sheets: | ||||||||||||
Accrued and other current liabilities | $ | 19,455 | $ | 20,710 | ||||||||
Other long-term liabilities, net | 42,922 | 43,635 | ||||||||||
$ | 62,377 | $ | 64,345 | |||||||||
Related_Parties
Related Parties | 12 Months Ended |
Dec. 28, 2014 | |
Related Party Transactions [Abstract] | |
Related parties | Related Parties |
On May 10, 2012, the Company entered into an amendment to its management agreement with Kangaroo Management Company I, LLC, whose members are the Founders and entities affiliated with Bain Capital and Catterton. In accordance with the terms of the amendment, the management agreement terminated immediately prior to the completion of the Company’s IPO. Management fees of $13.8 million, including a termination fee, out-of-pocket and other reimbursable expenses, for fiscal year 2012 were included in General and administrative expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||||
Dec. 28, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Selected quarterly financial data (unaudited) | Selected Quarterly Financial Data (Unaudited) | |||||||||||||||
2014 FISCAL QUARTERS | FIRST (1) | SECOND (1) | THIRD (1) | FOURTH (1) | ||||||||||||
(in thousands, except per share data) | ||||||||||||||||
Total revenues | $ | 1,157,859 | $ | 1,110,912 | $ | 1,065,454 | $ | 1,108,486 | ||||||||
Income (loss) from operations | 90,026 | 62,391 | (1,121 | ) | 40,668 | |||||||||||
Net income (loss) | 55,100 | 27,722 | (10,830 | ) | 23,934 | |||||||||||
Net income (loss) attributable to Bloomin’ Brands | 53,733 | 26,391 | (11,443 | ) | 22,409 | |||||||||||
Earnings (loss) per share: | ||||||||||||||||
Basic | $ | 0.43 | $ | 0.21 | $ | (0.09 | ) | $ | 0.18 | |||||||
Diluted | $ | 0.42 | $ | 0.21 | $ | (0.09 | ) | $ | 0.17 | |||||||
2013 FISCAL QUARTERS | FIRST (2) | SECOND (2) | THIRD (2) | FOURTH (2) | ||||||||||||
(in thousands, except per share data) | ||||||||||||||||
Total revenues | $ | 1,092,250 | $ | 1,018,856 | $ | 967,569 | $ | 1,050,555 | ||||||||
Income from operations | 96,860 | 67,886 | 29,510 | 31,101 | ||||||||||||
Net income | 65,056 | 76,464 | 12,134 | 60,914 | ||||||||||||
Net income attributable to Bloomin’ Brands | 63,223 | 74,868 | 11,294 | 58,982 | ||||||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.52 | $ | 0.61 | $ | 0.09 | $ | 0.48 | ||||||||
Diluted | $ | 0.5 | $ | 0.58 | $ | 0.09 | $ | 0.46 | ||||||||
____________________ | ||||||||||||||||
-1 | Total revenues in the first, third and fourth quarters of 2014 include $7.5 million, $6.9 million and $31.6 million, respectively, of less restaurant sales due to a change in the Company’s fiscal year end. Income from operations in the first quarter of 2014 includes $4.9 million of pre-tax restaurant closing charges incurred in connection with the Domestic Restaurant Closure Initiative. Income from operations in the third and fourth quarters of 2014 includes asset impairment charges of $16.6 million and $7.4 million, respectively, associated with the Company’s decision to sell its Roy’s concept and corporate aircraft. Income from operations in the third and fourth quarters of 2014 includes $11.6 million and $10.3 million, respectively, of pre-tax impairments and restaurant closing costs incurred in connection with the International Restaurant Closure Initiative and $5.4 million and $3.6 million, respectively, of severance expense incurred as a result of the Company’s organizational realignment. Net income in the first, third and fourth quarters of 2014 includes $1.5 million, $1.4 million and $6.3 million, respectively, of less net income due to a change in the Company’s fiscal year end. Net income for the second quarter of 2014 includes an $11.1 million loss in connection with a refinancing of the Company’s Senior Secured Credit Facility. | |||||||||||||||
-2 | Income from operations in the third and fourth quarters of 2013 includes $5.0 million and $12.0 million, respectively, of expenses associated with a payroll tax contingency. Income from operations in the fourth quarter of 2013 includes impairment charges of $18.7 million incurred in connection with the Domestic Restaurant Closure Initiative. Net income in the second quarter of 2013 includes an income tax benefit of $52.0 million related to a reduction of the U.S. valuation allowance and a $14.6 million loss related to the repricing of the Company’s Term Loan B. As a result of the Company’s acquisition of a controlling interest in the Brazil Joint Venture, net income in the fourth quarter of 2013 includes a gain of $36.6 million from the remeasurement of the previously held equity investment. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 28, 2014 | ||
Accounting Policies [Abstract] | ||
Basis of presentation | Basis of Presentation - The Company’s consolidated financial statements include the accounts and operations of Bloomin’ Brands and its subsidiaries. | |
To ensure timely reporting, the Company consolidates the results of its Brazil operations on a one-month calendar lag. | ||
Principles of consolidation | Principles of Consolidation - All intercompany accounts and transactions have been eliminated in consolidation. | |
The Company consolidates variable interest entities where it has been determined the Company is the primary beneficiary of those entities’ operations. The Company is a franchisor of 166 restaurants as of December 28, 2014, but does not possess any ownership interests in its franchisees and generally does not provide financial support to franchisees in its typical franchise relationship. These franchise relationships are not deemed variable interest entities and are not consolidated. | ||
Investments in entities the Company does not control, but where the Company’s interest is generally between 20% and 50% and the Company has the ability to exercise significant influence over the entity are accounted for under the equity method. The Company’s share of earnings or losses accounted for under the equity method are recorded in Income from operations of unconsolidated affiliates in the Consolidated Statements of Operations and Comprehensive Income. | ||
Prior to November 1, 2013, the Company held a 50% ownership interest in PGS Consultoria e Serviços Ltda. (the “Brazil Joint Venture”) through a joint venture arrangement with PGS Participações Ltda (“PGS Par”). Effective November 1, 2013, the Company acquired a controlling interest in the Brazil Joint Venture resulting in the consolidation of this entity. Prior to the acquisition, the Company accounted for the Brazil Joint Venture under the equity method of accounting (see Note 3 - Acquisitions). | ||
Fiscal year | Fiscal Year - On January 3, 2014, the Board of Directors approved a change in the Company’s fiscal year end from a calendar year ending on December 31 to a 52-53 week year ending on the last Sunday in December, effective with fiscal year 2014. In a 52 week fiscal year, each of the Company’s quarterly periods comprise 13 weeks. The additional week in a 53 week fiscal year is added to the fourth quarter, making such quarter consist of 14 weeks. The Company made the fiscal year change on a prospective basis and did not adjust operating results for prior periods. | |
Use of estimates | Use of Estimates - The preparation of the accompanying consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated. | |
Cash and cash equivalents | Cash and Cash Equivalents - Cash equivalents consist of investments that are readily convertible to cash with an original maturity date of three months or less. | |
Concentration of credit risk | Financial instruments that potentially subject the Company to a concentration of credit risk are vendor and other receivables. Vendor and other receivables consist primarily of amounts due from vendor rebates and gift card resellers, respectively. The Company considers the concentration of credit risk for vendor and other receivables to be minimal due to the payment histories and general financial condition of its vendors and gift card resellers. Gift card receivables of $86.0 million and $17.9 million as of December 28, 2014 and December 31, 2013, respectively, were reflected in Other current assets, net in the Company’s Consolidated Balance Sheets. | |
Concentration of counterparty risk | Financial instruments that potentially subject the Company to concentrations of counterparty risk are cash and cash equivalents, restricted cash and derivatives. The Company attempts to limit its counterparty risk by investing in certificates of deposit, money market funds, noninterest-bearing accounts and other highly rated investments and marketable securities. At times, cash balances may be in excess of FDIC insurance limits. | |
Fair value | Fair Value - Fair value is the price that would be received for an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants on the measurement date. Fair value is categorized into one of the following three levels based on the lowest level of significant input: | |
Level 1 | Unadjusted quoted market prices in active markets for identical assets or liabilities | |
Level 2 | Observable inputs available at measurement date other than quoted prices included in Level 1 | |
Level 3 | Unobservable inputs that cannot be corroborated by observable market data | |
Inventories | Inventories - Inventories consist of food and beverages, and are stated at the lower of cost (first-in, first-out) or market. | |
Restricted cash | Restricted Cash - The Company has both current and long-term restricted cash balances consisting of amounts: (i) held in escrow for certain indemnifications associated with the Brazil Joint Venture acquisition, (ii) held for fulfillment of certain loan provisions, (iii) restricted for the payment of property taxes and (iv) pledged for settlement of deferred compensation plan obligations. | |
Property, fixtures and equipment | Property, Fixtures and Equipment - Property, fixtures and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful life of the assets. Improvements to leased properties are depreciated over the shorter of their useful life or the lease term, which includes renewal periods that are reasonably assured. Estimated useful lives by major asset category are generally as follows: | |
Buildings and building improvements | 20 to 30 years | |
Furniture and fixtures | 5 to 7 years | |
Equipment | 2 to 7 years | |
Leasehold improvements | 5 to 20 years | |
Capitalized software | 3 to 7 years | |
Repair and maintenance costs that maintain the appearance and functionality of the restaurant, but do not extend the useful life of any restaurant asset are expensed as incurred. The Company suspends depreciation and amortization for assets held for sale. The cost and related accumulated depreciation of assets sold or disposed are removed from the Consolidated Balance Sheets, and any resulting gain or loss is generally recognized in the Other restaurant operating expense line of the Consolidated Statements of Operations and Other Comprehensive Income. | ||
The Company capitalizes direct and indirect internal costs associated with the acquisition, development, design and construction of Company-owned restaurant locations as these costs have a future benefit to the Company. Upon restaurant opening, these costs are depreciated and charged to depreciation and amortization expense. | ||
Goodwill and indefinite-lived intangible assets | Goodwill and Intangible Assets - Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is assigned to the reporting unit in which the acquired business will operate. The Company’s indefinite-lived intangible assets consist of trade names. Goodwill and indefinite-lived intangible assets are tested for impairment annually, as of the first day of the second fiscal quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. | |
The Company may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If the qualitative assessment is not performed or if the Company determines that it is not more likely than not that the fair value of the reporting unit exceeds the carrying value, the fair value of the reporting unit is calculated. The carrying value of the reporting unit is compared to its estimated fair value, with any excess of carrying value over fair value deemed to be an indicator of potential impairment, in which case a second step is performed comparing the recorded amount of goodwill or indefinite-lived intangible assets to the implied fair value. | ||
Definite-lived intangible assets, which consist primarily of trademarks, franchise agreements, reacquired franchise rights, favorable leases, and other long-lived assets, are amortized over their estimated useful lives and are tested for impairment, using the discounted cash flow method, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. | ||
Derivatives | Derivatives - The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. | |
Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. If the derivative qualifies for hedge accounting treatment, then the effective portion of the gain or loss on the derivative instrument is recognized in equity as a change to Accumulated other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the gain or loss on the derivative instrument is immediately recognized in the Consolidated Statements of Operations and Comprehensive Income. | ||
The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. | ||
Deferred financing fees | Deferred Financing Fees - The Company capitalizes deferred financing fees related to the issuance of debt obligations. The Company amortizes deferred financing fees to interest expense over the terms of the respective financing arrangements, primarily using the effective interest method. | |
Liquor licenses | Liquor Licenses - The costs of obtaining non-transferable liquor licenses directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets and included in Other assets, net. Annual liquor license renewal fees are expensed over the renewal term. | |
Insurance reserves | Insurance Reserves - The Company self-insures or maintains high per-claim deductibles for a significant portion of expected losses under its workers’ compensation, general liability/liquor liability, health, property and management liability insurance programs. The Company records a liability for all unresolved claims and for an estimate of incurred but not reported claims at the anticipated cost to the Company. In establishing reserves, the Company considers certain actuarial assumptions and judgments regarding economic conditions, the frequency and severity of claims and claim development history and settlement practices. Reserves recorded for workers’ compensation and general liability claims are discounted using the average of the one-year and five-year risk free rate of monetary assets that have comparable maturities. | |
Redeemable noncontrolling interests | Redeemable Noncontrolling Interests - The Company consolidates Outback Steakhouse subsidiaries in Brazil and China, each of which have noncontrolling interests that are permitted to deliver subsidiary shares in exchange for cash at a future date. The Company believes that it is probable that the noncontrolling interests will become redeemable. | |
The Redeemable noncontrolling interests are reported at their estimated redemption value measured as the greater of estimated fair value at the end of each reporting period or the historical cost basis of the redeemable noncontrolling interest adjusted for cumulative earnings or loss allocations. The resulting increases or decreases to fair value, if applicable, are recognized as adjustments to Retained earnings, or in the absence of Retained earnings, Additional paid-in capital. The estimated fair value of Redeemable noncontrolling interests are measured quarterly using the income approach, based on a discounted cash flow methodology, with projected cash flows as the significant input. Redeemable noncontrolling interests are classified in Mezzanine equity in the Company’s Consolidated Balance Sheet. | ||
Revenue recognition | Revenue Recognition - The Company records food and beverage revenues upon sale. Initial and developmental franchise fees are recognized as income once the Company has substantially performed all of its material obligations under the franchise agreement, which is generally upon the opening of the franchised restaurant. Continuing royalties, which are a percentage of net sales of the franchisee, are recognized as income when earned. Franchise-related revenues are included in Other revenues in the Consolidated Statements of Operations and Comprehensive Income. | |
The Company defers revenue for gift cards, which do not have expiration dates, until redemption by the consumer. Gift cards sold at a discount are recorded as revenue upon redemption of the associated gift cards at an amount net of the related discount. The Company also recognizes gift card breakage revenue for gift cards when the likelihood of redemption by the consumer is remote, which the Company determined are those gift cards issued on or before three years prior to the balance sheet date. The Company recorded breakage revenue of $18.8 million, $16.3 million and $13.3 million for fiscal years 2014, 2013 and 2012, respectively. Breakage revenue is recorded as a component of Restaurant sales in the Consolidated Statements of Operations and Comprehensive Income. | ||
Gift card sales commissions paid to third-party providers are initially capitalized and subsequently recognized as Other restaurant operating expenses upon redemption of the associated gift card. Deferred expenses of $15.6 million and $12.0 million as of December 28, 2014 and December 31, 2013, respectively, were reflected in Other current assets, net in the Company’s Consolidated Balance Sheets. Gift card sales that are accompanied by a bonus gift card to be used by the consumer at a future visit result in a separate deferral of a portion of the original gift card sale. Revenue is recorded when the bonus card is redeemed at the estimated fair market value of the bonus card. | ||
The Company collects and remits sales, food and beverage, alcoholic beverage and hospitality taxes on transactions with consumers and reports revenue net of taxes in its Consolidated Statements of Operations and Comprehensive Income. | ||
Operating leases | Operating Leases - Rent expense for the Company’s operating leases, which generally have escalating rentals over the term of the lease and may include rent holidays, is recorded on a straight-line basis over the initial lease term and those renewal periods that are reasonably assured. The initial lease term includes the “build-out” period of the Company’s leases, which is typically before rent payments are due under the terms of the lease. The difference between rent expense and rent paid is recorded as deferred rent and is included in the Consolidated Balance Sheets. Payments received from landlords as incentives for leasehold improvements are recorded as deferred rent and are amortized on a straight-line basis over the term of the lease as a reduction of rent expense. Lease termination fees, if any, and future obligated lease payments for closed locations are recorded as an expense in the period incurred. Favorable and unfavorable lease assets and liabilities are amortized on a straight-line basis to rent expense over the remaining lease term. | |
Pre-opening expenses | Pre-Opening Expenses - Non-capital expenditures associated with opening new restaurants are expensed as incurred and are included in Other restaurant operating expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income. | |
Consideration received from vendors | Consideration Received from Vendors - The Company receives consideration for a variety of vendor-sponsored programs, such as volume rebates, promotions and advertising allowances. Advertising allowances are intended to offset the Company’s costs of promoting and selling menu items in its restaurants. Vendor consideration is recorded as a reduction of Cost of sales or Other restaurant operating expenses when recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income. | |
Impairment or disposal of long-lived assets and costs associated with exit activities | Impairment of Long-Lived Assets and Costs Associated with Exit Activities - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows independent of other assets. For long-lived assets deployed at its restaurants, the Company reviews for impairment at the individual restaurant level. When evaluating for impairment, the total future undiscounted cash flows expected to be generated by the asset are compared to the carrying amount. If the total future undiscounted cash flows of the asset are less than its carrying amount, recoverability is measured by comparing the fair value of the assets to the carrying amount. An impairment loss is recognized in earnings when the asset’s carrying value exceeds its estimated fair value. Fair value is generally estimated using a discounted cash flow model. | |
Generally, restaurant closure costs are expensed as incurred. When the Company ceases using the property rights under a non-cancelable operating lease, it records a liability for the net present value of any remaining lease obligations as a result of lease termination, less the estimated sublease income that can reasonably be obtained for the property. Any subsequent adjustments to that liability as a result of lease termination or changes in estimates of sublease income are recorded in the period incurred. The associated expense is recorded in Provision for impaired assets and restaurant closings in the Company’s Consolidated Statements of Operations and Comprehensive Income. | ||
Restaurant sites and certain other assets to be sold are included in assets held for sale when certain criteria are met, including the requirement that the likelihood of selling the assets within one year is probable. | ||
Advertising costs | Advertising Costs - Advertising production costs are expensed in the period when the advertising first occurs. All other advertising costs are expensed in the period in which the costs are incurred. Advertising expense of $191.1 million, $182.4 million and $170.6 million for fiscal years 2014, 2013 and 2012, respectively, was recorded in Other restaurant operating expenses in the Consolidated Statements of Operations and Comprehensive Income. | |
Legal costs | Legal Costs - Settlement costs are accrued when they are deemed probable and reasonably estimable. Legal fees are recognized as incurred. Legal costs are reported in General and administrative expense in the Consolidated Statements of Operations and Comprehensive Income. | |
Research and development expenses | Research and Development Expenses (“R&D”) - R&D is expensed as incurred in General and administrative expense in the Consolidated Statements of Operations and Comprehensive Income. R&D primarily consists of payroll and benefit costs. | |
Partner compensation | Partner Compensation - The Restaurant Managing Partner of each Company-owned domestic restaurant and the Chef Partner of each Fleming’s Prime Steakhouse & Wine Bar, as well as Area Operations Directors, generally receive distributions or payments for providing management and supervisory services to their restaurants based on a percentage of their associated restaurants’ monthly cash flows. The expense associated with the monthly payments for Restaurant Managing Partners and Chef Partners is included in Labor and other related expenses, and the expense associated with the monthly payments for Area Operations Directors is included in General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income. | |
Restaurant Managing Partners and Chef Partners that are eligible to participate in a deferred compensation program receive an unsecured promise of a cash contribution to their account (see Note 6 - Stock-based and Deferred Compensation Plans). On the fifth anniversary of the opening of each new restaurant, the Area Operations Director supervising the restaurant during the first five years of operation receives an additional bonus based upon the average annual distributable cash flow of the restaurant. | ||
The Company estimates future bonuses and deferred compensation obligations to Restaurant Managing and Chef Partners, using current and historical information on restaurant performance and records the partner obligations in Partner deposits and accrued partner obligations in its Consolidated Balance Sheets. Deferred compensation expenses for Restaurant Managing and Chef partners are included in Labor and other related expenses and bonus expense for Area Operations Directors is included in General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income. | ||
Stock-based compensation | Stock-based Compensation - Stock-based compensation awards are measured at fair value at the date of grant and expensed over their vesting or service periods. Stock-based compensation expense is recognized only for those awards expected to vest. The expense, net of forfeitures, is recognized using the straight-line method. | |
Foreign currency translation and transactions | Foreign Currency Translation and Transactions - For all significant non-U.S. operations, the functional currency is the local currency. Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date with the translation adjustments recorded in Accumulated other comprehensive loss in the Consolidated Statements of Changes in Stockholders’ Equity. Results of operations are translated using the average exchange rates for the reporting period. | |
Foreign currency exchange transaction losses of $0.7 million, $0.2 million and $0.1 million for fiscal years 2014, 2013 and 2012, respectively, are recorded in Other expense, net in the Company’s Consolidated Statements of Operations and Comprehensive Income. | ||
Income taxes | Income Taxes - Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in the tax rate is recognized in income in the period that includes the enactment date of the rate change. | |
A valuation allowance may reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company considers future taxable income and ongoing feasible tax planning strategies in assessing the need for a valuation allowance. | ||
The Company records a tax benefit for an uncertain tax position using the highest cumulative tax benefit that is more likely than not to be realized. The Company adjusts its liability for unrecognized tax benefits in the period in which its determines the issue is effectively settled, the statute of limitations expires or when more information becomes available. Liabilities for unrecognized tax benefits, including penalties and interest, are recorded in Accrued and other current liabilities and Other long-term liabilities on the Company’s Consolidated Balance Sheets. | ||
Segment reporting | Segment Reporting - The Company operates restaurants under brands that have similar economic characteristics, nature of products and services, class of consumer and distribution methods, and the Company believes it meets the criteria for aggregating its operating segments, including its international operations, into a single reporting segment. | |
Reclassifications | Reclassifications - The Company reclassified certain items in the accompanying consolidated financial statements for prior periods to be comparable with the classification for fiscal year 2014. These reclassifications had no effect on previously reported net income. | |
Recently adopted financial accounting standards | Recently Adopted Financial Accounting Standards - In April 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU No. 2014-08”). ASU No. 2014-08 changes the criteria for reporting and revises the definition of discontinued operations while enhancing disclosures in this area. Additional disclosure requirements for discontinued operations and new disclosures for individually material disposal transactions that do not meet the revised definition of a discontinued operation will be applicable. The Company elected to early adopt ASU No. 2014-08 in the third quarter of fiscal 2014. Accordingly, the Roy’s concept was accounted for as a disposal as it did not represent a strategic shift in the Company’s operations. See Note 4 - Impairments, Disposals and Exit Costs regarding the Roy’s disposal. | |
Recently Issued Financial Accounting Standards Not Yet Adopted - In August 2014, the FASB issued ASU No. 2014-15: “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU No. 2014-15”). ASU No. 2014-15 will explicitly require management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The new standard is applicable for all entities and will be effective for the Company in fiscal year 2016. The Company does not expect ASU No. 2014-15 to have a material impact. | ||
In May 2014, the FASB issued ASU No. 2014-09 “Revenue Recognition (Topic 606), Revenue from Contracts with Customers” (“ASU No. 2014-09”). ASU No. 2014-09 provides a single source of guidance for revenue arising from contracts with customers and supersedes current revenue recognition standards. Under ASU No. 2014-09, revenue is recognized in an amount that reflects the consideration an entity expects to receive for the transfer of goods and services. ASU No. 2014-09 will be effective for the Company in fiscal year 2017 and is applied retrospectively to each period presented or as a cumulative effect adjustment at the date of adoption. The Company has not selected a transition method and is evaluating the impact this guidance will have on its financial position, results of operations and cash flows. | ||
Recent accounting guidance not discussed above is not applicable, did not have, or is not expected to have a material impact to the Company. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Dec. 28, 2014 | ||||||||
Accounting Policies [Abstract] | ||||||||
Fair value measurements, recurring and nonrecurring, valuation techniques | Fair value is categorized into one of the following three levels based on the lowest level of significant input: | |||||||
Level 1 | Unadjusted quoted market prices in active markets for identical assets or liabilities | |||||||
Level 2 | Observable inputs available at measurement date other than quoted prices included in Level 1 | |||||||
Level 3 | Unobservable inputs that cannot be corroborated by observable market data | |||||||
Property, fixtures and equipment | Estimated useful lives by major asset category are generally as follows: | |||||||
Buildings and building improvements | 20 to 30 years | |||||||
Furniture and fixtures | 5 to 7 years | |||||||
Equipment | 2 to 7 years | |||||||
Leasehold improvements | 5 to 20 years | |||||||
Capitalized software | 3 to 7 years | |||||||
Property, fixtures and equipment, net, consisted of the following: | ||||||||
DECEMBER 28, | DECEMBER 31, | |||||||
(in thousands) | 2014 | 2013 | ||||||
Land | $ | 262,141 | $ | 263,989 | ||||
Buildings and building improvements | 998,787 | 959,102 | ||||||
Furniture and fixtures | 368,638 | 345,040 | ||||||
Equipment | 531,117 | 487,276 | ||||||
Leasehold improvements | 457,623 | 443,376 | ||||||
Construction in progress | 46,025 | 79,526 | ||||||
Less: accumulated depreciation | (1,035,020 | ) | (945,046 | ) | ||||
$ | 1,629,311 | $ | 1,633,263 | |||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||||||
Dec. 28, 2014 | ||||||||||||
Acquisitions [Abstract] | ||||||||||||
Schedule of recognized identified assets acquired and liabilities assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the acquisition and the third quarter of 2014 measurement period adjustments made to amounts initially recorded. The measurement period adjustments did not have a significant impact to the Company’s Consolidated Statements of Operations and Comprehensive Income or Consolidated Statements of Cash Flows. | |||||||||||
(in thousands) | AMOUNTS PREVIOUSLY RECORDED AS OF NOVEMBER 1, 2013 | MEASUREMENT PERIOD ADJUSTMENTS | ADJUSTED ACQUISITION DATE AMOUNTS | |||||||||
Cash and cash equivalents | $ | 10,124 | $ | — | $ | 10,124 | ||||||
Inventories | 6,607 | — | 6,607 | |||||||||
Other current assets, net | 14,984 | (676 | ) | 14,308 | ||||||||
Property, fixtures and equipment | 81,038 | (923 | ) | 80,115 | ||||||||
Goodwill (1) | 135,701 | 6,241 | 141,942 | |||||||||
Intangible assets, net | 86,623 | — | 86,623 | |||||||||
Other assets, net | 4,535 | (64 | ) | 4,471 | ||||||||
Accounts payable | (7,782 | ) | — | (7,782 | ) | |||||||
Accrued and other current liabilities | (17,486 | ) | (2,946 | ) | (20,432 | ) | ||||||
Current portion of partner deposits and accrued partner obligations | (729 | ) | — | (729 | ) | |||||||
Long-term portion of partner deposits and accrued partner obligations | (4,482 | ) | — | (4,482 | ) | |||||||
Deferred income taxes | (26,881 | ) | 565 | (26,316 | ) | |||||||
Other long-term liabilities, net | (11,390 | ) | (2,197 | ) | (13,587 | ) | ||||||
270,862 | — | 270,862 | ||||||||||
Fair value of previously held equity investment | (138,054 | ) | — | (138,054 | ) | |||||||
Remaining redeemable noncontrolling interests | (22,365 | ) | — | (22,365 | ) | |||||||
Total purchase price | $ | 110,443 | $ | — | $ | 110,443 | ||||||
____________ | ||||||||||||
-1 | The goodwill recognized is attributable primarily to the potential for strategic future growth. The carrying value of historical goodwill associated with the Company’s former equity investment in this entity of $52.6 million was disposed in connection with the acquisition. Goodwill recognized included $80.1 million that is expected to be deductible for tax purposes. | |||||||||||
Schedule of finite-lived intangible assets acquired as part of business combination | The following table presents details of the purchased intangible assets and their remaining weighted-average amortization periods: | |||||||||||
(in thousands, or as otherwise indicated) | FAIR VALUE AMOUNT AS OF NOVEMBER 1, 2013 | WEIGHTED-AVERAGE AMORTIZATION PERIOD (IN YEARS) | ||||||||||
Reacquired franchise rights (1) | $ | 82,389 | 14 | |||||||||
Favorable leases (2) | 4,234 | 9 | ||||||||||
Unfavorable leases (2) (3) | (1,798 | ) | 10 | |||||||||
Total identified intangible assets | $ | 84,825 | 14 | |||||||||
____________________ | ||||||||||||
-1 | Reacquired franchise rights are amortized on a straight-line basis over the remaining life of each restaurants’ franchise agreement, without consideration of renewal. | |||||||||||
-2 | Favorable and unfavorable leases are amortized on a straight-line basis over the remaining lease term. | |||||||||||
-3 | Unfavorable leases are included in Other long-term liabilities, net. | |||||||||||
Equity method investment, summarized financial information | The following table presents summarized financial information for 100% of the Brazil Joint Venture for the periods ending as indicated: | |||||||||||
FISCAL YEAR | ||||||||||||
(in thousands) | 2013(1) | 2012 | ||||||||||
Net revenue from sales | $ | 215,050 | $ | 246,819 | ||||||||
Gross profit | $ | 148,229 | $ | 172,011 | ||||||||
Income from continuing operations | $ | 26,945 | $ | 24,268 | ||||||||
Net income | $ | 15,382 | $ | 11,151 | ||||||||
____________________ | ||||||||||||
-1 | Summarized financial information for fiscal year 2013 includes results for January 1, 2013 to October 31, 2013, when the Brazil Joint Venture was accounted for as an equity method investment. | |||||||||||
Business acquisition, pro forma information | The following comparative unaudited pro forma results of operations information for fiscal years 2013 and 2012 assumes the acquisition occurred on January 1, 2012, and reflects the full results of operations for the years presented. The pro forma results have been prepared for comparative purposes only and do not indicate the results of operations which would actually have occurred had the combination been in effect on the dates indicated, or which may occur in the future. | |||||||||||
PRO FORMA (1) | ||||||||||||
FISCAL YEAR | ||||||||||||
2013 | 2012 | |||||||||||
(in thousands, except per share data) | (unaudited) | (unaudited) | ||||||||||
Total revenues | $ | 4,360,571 | $ | 4,223,393 | ||||||||
Net income attributable to Bloomin’ Brands | $ | 174,769 | $ | 49,623 | ||||||||
Earnings per share: | ||||||||||||
Basic | $ | 1.42 | $ | 0.44 | ||||||||
Diluted | $ | 1.36 | $ | 0.43 | ||||||||
____________________ | ||||||||||||
-1 | These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting for the following items: (i) fair value and depreciable lives adjustments to property and equipment, (ii) elimination of royalty revenue and expense, (iii) reversal of equity method income in the Company’s operating results, (iv) reversal of professional fees associated with the acquisition and (v) the related tax effects of these adjustments. These unaudited pro forma results of operations do not reflect the one-month reporting lag. | |||||||||||
Consolidation, less than wholly owned subsidiary, parent ownership interest, effects of changes, net | The following table sets forth the effect of the limited partnership interests and Roy’s joint venture acquisition transactions on stockholders’ equity attributable to Bloomin’ Brands: | |||||||||||
NET INCOME ATTRIBUTABLE TO BLOOMIN’ BRANDS AND TRANSFERS TO NONCONTROLLING INTERESTS | ||||||||||||
FISCAL YEAR | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Net income attributable to Bloomin’ Brands | $ | 91,090 | $ | 208,367 | $ | 49,971 | ||||||
Transfers to noncontrolling interests: | ||||||||||||
Decrease in Bloomin’ Brands additional paid-in capital for purchase of | ||||||||||||
joint venture and limited partnership interests | (11,662 | ) | — | (39,696 | ) | |||||||
Change from net income attributable to Bloomin’ Brands and transfers | $ | 79,428 | $ | 208,367 | $ | 10,275 | ||||||
to noncontrolling interests | ||||||||||||
Impairments_Disposals_and_Exit1
Impairments, Disposals and Exit Costs (Tables) | 12 Months Ended | ||||||||||||||
Dec. 28, 2014 | |||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
Provision for impaired assets and restaurant closings | The components of Provision for impaired assets and restaurant closings are as follows: | ||||||||||||||
FISCAL YEAR | |||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||||
Impairment losses | $ | 37,071 | $ | 19,761 | $ | 10,584 | |||||||||
Restaurant closure expenses | 15,010 | 3,077 | 2,421 | ||||||||||||
Provision for impaired assets and restaurant closings | $ | 52,081 | $ | 22,838 | $ | 13,005 | |||||||||
Schedule of restructuring reserve by type of cost, facility closure and other costs | The following table summarizes the Company’s accrual activity related to facility closure and other costs, primarily associated with the Domestic and International Restaurant Closure Initiatives, during the fiscal years ended December 28, 2014, and December 31, 2013: | ||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||
Beginning of the year | $ | 2,232 | $ | 990 | |||||||||||
Charges | 12,644 | 1,573 | |||||||||||||
Cash payments | (4,086 | ) | (1,203 | ) | |||||||||||
Adjustments (1) | 210 | 872 | |||||||||||||
End of the year (2) | $ | 11,000 | $ | 2,232 | |||||||||||
________________ | |||||||||||||||
-1 | Adjustments to facility closure and other costs represent changes in sublease assumptions and reductions in the Company’s remaining lease obligations. | ||||||||||||||
-2 | As of December 28, 2014 and December 31, 2013, the Company had exit-related accruals of $4.7 million and $1.2 million, respectively, recorded in Accrued and other current liabilities and $6.3 million and $1.1 million, respectively, recorded in Other long-term liabilities, net. | ||||||||||||||
Restaurant Closure Initiatives [Member] | |||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
Impairments and disposals, restaurant closure initiatives | Following is a summary of the above restaurant closure initiative expenses recognized in the Consolidated Statement of Operations and Comprehensive Income during the periods indicated (in thousands): | ||||||||||||||
DESCRIPTION | LOCATION OF CHARGE IN THE CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | FISCAL YEAR | |||||||||||||
2014 | 2013 | 2012 | |||||||||||||
Property, fixtures and equipment impairments | Provision for impaired assets and restaurant closings | $ | 11,573 | $ | 18,695 | $ | — | ||||||||
Facility closure and other expenses | Provision for impaired assets and restaurant closings | 14,137 | — | — | |||||||||||
Severance and other liabilities | General and administrative | 4,042 | — | — | |||||||||||
Reversal of deferred rent liability | Other restaurant operating | (2,911 | ) | — | — | ||||||||||
$ | 26,841 | $ | 18,695 | $ | — | ||||||||||
Roy's divestiture [Member] | |||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
Disclosure of assets held-for-sale | Following are the assets and liabilities of Roy’s held for sale as of December 28, 2014: | ||||||||||||||
(in thousands) | DECEMBER 28, 2014 | ||||||||||||||
Assets | |||||||||||||||
Current assets | $ | 2,818 | |||||||||||||
Property, fixtures and equipment, net | 16,274 | ||||||||||||||
Intangible assets, net | 5,812 | ||||||||||||||
Other non-current assets | 591 | ||||||||||||||
Total assets (1) | $ | 25,495 | |||||||||||||
Liabilities | |||||||||||||||
Current liabilities | $ | 3,743 | |||||||||||||
Non-current liabilities | 3,105 | ||||||||||||||
Total liabilities (2) | $ | 6,848 | |||||||||||||
________________ | |||||||||||||||
-1 | The impairment charge of $13.4 million is excluded from the amount presented. | ||||||||||||||
-2 | Liabilities held for sale are included with Accrued and other current liabilities in the Consolidated Balance Sheet. | ||||||||||||||
Condensed income statement, Roy's | Following are the components of Roy’s included in the Consolidated Statements of Operations and Comprehensive Income for the following periods: | ||||||||||||||
FISCAL YEAR | |||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||||
Restaurant sales | $ | 68,575 | $ | 73,945 | $ | 75,721 | |||||||||
(Loss) income before income taxes (1) | $ | (13,612 | ) | $ | (1,844 | ) | $ | 923 | |||||||
________________ | |||||||||||||||
-1 | Includes impairment charges of $13.4 million for Assets held for sale during the fiscal year 2014. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 28, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Schedule of earnings per share, basic and diluted | The following table presents the computation of basic and diluted earnings per share: | |||||||||||
FISCAL YEAR | ||||||||||||
(in thousands, except per share amounts) | 2014 | 2013 | 2012 | |||||||||
Net income attributable to Bloomin’ Brands | $ | 91,090 | $ | 208,367 | $ | 49,971 | ||||||
Basic weighted average common shares outstanding | 125,139 | 122,972 | 111,999 | |||||||||
Effect of diluted securities: | ||||||||||||
Stock options | 3,079 | 4,902 | 2,738 | |||||||||
Nonvested restricted stock and restricted stock units | 91 | 191 | 84 | |||||||||
Nonvested performance-based share units | 8 | 9 | — | |||||||||
Diluted weighted average common shares outstanding | 128,317 | 128,074 | 114,821 | |||||||||
Basic earnings per share | $ | 0.73 | $ | 1.69 | $ | 0.45 | ||||||
Diluted earnings per share | $ | 0.71 | $ | 1.63 | $ | 0.44 | ||||||
Schedule of antidilutive securities excluded from computation of earnings per share | Dilutive securities outstanding not included in the computation of earnings per share because their effect was antidilutive were as follows: | |||||||||||
FISCAL YEAR | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Stock options | 3,090 | 1,348 | 1,092 | |||||||||
Nonvested restricted stock and restricted stock units | 206 | 12 | — | |||||||||
Stockbased_and_Deferred_Compen1
Stock-based and Deferred Compensation Plans Stock-based and Deferred Compensation Plans (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 28, 2014 | ||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments and Deferred Compensation [Abstract] | ||||||||||||||||||
Schedule of compensation cost for share-based payment arrangements, allocation of share-based compensation costs by award type | The Company recognized stock-based compensation expense as follows: | |||||||||||||||||
FISCAL YEAR | ||||||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||||||||
Stock options | $ | 11,946 | $ | 11,168 | $ | 20,148 | ||||||||||||
Restricted stock and restricted stock units | 3,857 | 2,026 | 1,392 | |||||||||||||||
Performance-based share units | 1,190 | 663 | — | |||||||||||||||
$ | 16,993 | $ | 13,857 | $ | 21,540 | |||||||||||||
Schedule of share-based compensation, stock options, activity | The following table presents a summary of the Company’s stock option activity for fiscal year 2014: | |||||||||||||||||
(in thousands, except exercise price and contractual life) | OPTIONS | WEIGHTED- | WEIGHTED- | AGGREGATE | ||||||||||||||
AVERAGE | AVERAGE | INTRINSIC | ||||||||||||||||
EXERCISE | REMAINING | VALUE | ||||||||||||||||
PRICE | CONTRACTUAL | |||||||||||||||||
LIFE (YEARS) | ||||||||||||||||||
Outstanding as of December 31, 2013 | 10,010 | $ | 9.54 | 6.6 | $ | 144,813 | ||||||||||||
Granted | 1,541 | 23.38 | ||||||||||||||||
Exercised | (1,260 | ) | 7.53 | |||||||||||||||
Forfeited or expired | (514 | ) | 17.07 | |||||||||||||||
Outstanding as of December 28, 2014 | 9,777 | $ | 11.59 | 6.2 | $ | 120,461 | ||||||||||||
Vested and expected to vest as of December 28, 2014 | 9,716 | $ | 11.54 | 6.2 | $ | 120,193 | ||||||||||||
Exercisable as of December 28, 2014 | 6,427 | $ | 7.84 | 5.2 | $ | 102,367 | ||||||||||||
Schedule of assumptions used to calculate fair value of options | Assumptions used in the Black-Scholes option pricing model and the weighted-average fair value of option awards granted were as follows for the periods indicated: | |||||||||||||||||
FISCAL YEAR | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
Assumptions: | ||||||||||||||||||
Weighted-average risk-free interest rate (1) | 1.82 | % | 1.22 | % | 1.11 | % | ||||||||||||
Dividend yield (2) | — | % | — | % | — | % | ||||||||||||
Expected term (3) | 6.3 years | 6.3 years | 6.5 years | |||||||||||||||
Weighted-average volatility (4) | 48.4 | % | 48.6 | % | 48.6 | % | ||||||||||||
Weighted-average grant date fair value per option | $ | 11.37 | $ | 9.14 | $ | 6.93 | ||||||||||||
________________ | ||||||||||||||||||
-1 | Risk-free rate is the U.S. Treasury yield curve in effect as of the grant date for periods within the contractual life of the option. | |||||||||||||||||
-2 | Dividend yield is the level of dividends expected be paid on the Company’s common stock over the expected term of the option. | |||||||||||||||||
-3 | Expected term represents the period of time that the options are expected to be outstanding. The simplified method of estimating the expected term is used since the Company does not have significant historical exercise experience for its stock options. | |||||||||||||||||
-4 | Volatility for fiscal years 2014 and 2013 is based on the historical volatilities of the Company’s stock and the stock of comparable peer companies. Volatility for fiscal year 2012 is based on the historical volatilities of the stock of comparable peer companies. | |||||||||||||||||
Schedule of stock-based compensation information, stock options | The following represents stock option compensation information for the periods indicated: | |||||||||||||||||
FISCAL YEAR | ||||||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||||||||
Intrinsic value of options exercised | $ | 19,474 | $ | 42,661 | $ | 523 | ||||||||||||
Excess tax benefits for tax deductions related to the exercise of stock options (1) | $ | 2,405 | $ | 4,304 | $ | — | ||||||||||||
Cash received from option exercises | $ | 9,540 | $ | 27,786 | $ | 884 | ||||||||||||
Fair value of stock options vested (2) | $ | 36,614 | $ | 47,468 | $ | 66,467 | ||||||||||||
Tax benefits for stock option compensation expense (1) | $ | 7,576 | $ | 4,381 | $ | — | ||||||||||||
Unrecognized stock option expense | $ | 24,164 | ||||||||||||||||
Remaining weighted-average vesting period | 2.8 years | |||||||||||||||||
________________ | ||||||||||||||||||
-1 | Excess tax benefits for tax deductions related to the exercise of stock options and tax benefits for stock option compensation expense were not recognized in fiscal year 2012 due to a valuation allowance and other available tax credits. | |||||||||||||||||
-2 | The fair value of stock options that vested during fiscal year 2012 included $39.3 million of stock options that would have vested in prior years without the management call option. | |||||||||||||||||
Schedule of stock-based compensation, restricted stock and restricted stock units, activity | Following is a summary of the Company’s restricted stock and restricted stock unit activity for fiscal year 2014: | |||||||||||||||||
(in thousands, except grant date fair value) | NUMBER OF RESTRICTED STOCK & RESTRICTED STOCK UNIT AWARDS | WEIGHTED-AVERAGE | ||||||||||||||||
GRANT DATE | ||||||||||||||||||
FAIR VALUE PER AWARD | ||||||||||||||||||
Outstanding as of December 31, 2013 | 581 | $ | 18.43 | |||||||||||||||
Granted | 669 | 20.88 | ||||||||||||||||
Vested | (146 | ) | 18.32 | |||||||||||||||
Forfeited | (158 | ) | 19.4 | |||||||||||||||
Outstanding as of December 28, 2014 | 946 | $ | 20.08 | |||||||||||||||
Schedule of stock-based compensation information, restricted stock and restricted stock units | The following represents restricted stock and restricted stock unit compensation information as of December 28, 2014: | |||||||||||||||||
FISCAL YEAR | ||||||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||||||||
Fair value of restricted stock vested | $ | 2,680 | $ | 1,597 | $ | 2,839 | ||||||||||||
Tax benefits for restricted stock compensation expense (1) | $ | 1,298 | $ | 817 | $ | — | ||||||||||||
Unrecognized restricted stock expense | $ | 15,327 | ||||||||||||||||
Remaining weighted-average vesting period | 3.2 years | |||||||||||||||||
________________ | ||||||||||||||||||
-1 | Excess tax benefits for tax deductions related to restricted stock compensation expense were not recognized in fiscal year 2012 due to a valuation allowance and other available tax credits. | |||||||||||||||||
Schedule of other share-based compensation, activity | At December 28, 2014, the following performance-based share unit (“PSUs”) programs were in progress: | |||||||||||||||||
TARGET NO. OF PSUs AWARDED AND REMAINING TO GRANT (1) | TARGET NO. OF GRANTED AND OUTSTANDINGPSUs (2) | ESTIMATED PAYOUT OF GRANTED AND OUTSTANDING PSUs AS OF DECEMBER 28, 2014 | MAXIMUM PAYOUT (AS A % OF TARGET NO. OF PSUs) | |||||||||||||||
(units in thousands) | MINIMUM PAYOUT | |||||||||||||||||
AWARD DATE | PROGRAM | |||||||||||||||||
2/26/13 | 2013 Program | 103 | 32 | 19 | — | % | 200 | % | ||||||||||
4/24/13 | 2013 Grant | 12 | 6 | 6 | — | % | 100 | % | ||||||||||
2/27/14 | 2014 Program | 174 | 54 | 34 | — | % | 200 | % | ||||||||||
289 | 92 | 59 | ||||||||||||||||
________________ | ||||||||||||||||||
-1 | Represents target PSUs awarded under each of the identified programs that have not been granted for accounting purposes. These PSUs do not result in the recognition of stock-based compensation expense until the performance target has been set by the Board of Directors as of the beginning of each fiscal year. There is no effect of these PSUs on the Company’s basic or diluted shares outstanding. | |||||||||||||||||
-2 | Assumes achievement of target threshold of the Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) goals for the Company or respective concepts for the 2013 Programs and achievement of target threshold of the Adjusted EPS goal for the 2014 Program. | |||||||||||||||||
Schedule of nonvested performance-based units, activity | The following table presents a summary of the Company’s PSU activity for fiscal year 2014: | |||||||||||||||||
(in thousands, except grant date fair value) | PERFORMANCE-BASED SHARE UNITS | WEIGHTED-AVERAGE | ||||||||||||||||
GRANT DATE | ||||||||||||||||||
FAIR VALUE PER AWARD | ||||||||||||||||||
Outstanding as of December 31, 2013 | 49 | $ | 17.85 | |||||||||||||||
Granted (1) | 110 | 25.07 | ||||||||||||||||
Vested (2) | (56 | ) | 16.7 | |||||||||||||||
Forfeited | (11 | ) | 23.1 | |||||||||||||||
Outstanding as of December 28, 2014 | 92 | $ | 25.08 | |||||||||||||||
________________ | ||||||||||||||||||
-1 | Share unit amounts include the number of PSUs at the target threshold in the current period grant and additional shares earned above target due to exceeding prior period performance criteria. | |||||||||||||||||
-2 | In February 2014, 44,996 PSUs vested based upon satisfaction of the 2013 Company performance criteria, representing the achievement of 114% of the annual target threshold. |
Other_Current_Assets_Net_Table
Other Current Assets, Net (Tables) | 12 Months Ended | |||||||
Dec. 28, 2014 | ||||||||
Other Current Assets Disclosure [Abstract] | ||||||||
Schedule of other current assets, net | Other current assets, net, consisted of the following: | |||||||
DECEMBER 28, | DECEMBER 31, | |||||||
(in thousands) | 2014 | 2013 | ||||||
Prepaid expenses | $ | 30,260 | $ | 27,652 | ||||
Accounts receivable - vendors, net | 27,340 | 23,218 | ||||||
Accounts receivable - franchisees, net | 1,159 | 1,394 | ||||||
Accounts receivable - other, net | 107,178 | 33,086 | ||||||
Other current assets, net | 40,691 | 32,362 | ||||||
$ | 206,628 | $ | 117,712 | |||||
Property_Fixtures_and_Equipmen1
Property, Fixtures and Equipment, Net (Tables) | 12 Months Ended | |||||||||||
Dec. 28, 2014 | ||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||
Schedule of property, fixtures and equipment, net | Estimated useful lives by major asset category are generally as follows: | |||||||||||
Buildings and building improvements | 20 to 30 years | |||||||||||
Furniture and fixtures | 5 to 7 years | |||||||||||
Equipment | 2 to 7 years | |||||||||||
Leasehold improvements | 5 to 20 years | |||||||||||
Capitalized software | 3 to 7 years | |||||||||||
Property, fixtures and equipment, net, consisted of the following: | ||||||||||||
DECEMBER 28, | DECEMBER 31, | |||||||||||
(in thousands) | 2014 | 2013 | ||||||||||
Land | $ | 262,141 | $ | 263,989 | ||||||||
Buildings and building improvements | 998,787 | 959,102 | ||||||||||
Furniture and fixtures | 368,638 | 345,040 | ||||||||||
Equipment | 531,117 | 487,276 | ||||||||||
Leasehold improvements | 457,623 | 443,376 | ||||||||||
Construction in progress | 46,025 | 79,526 | ||||||||||
Less: accumulated depreciation | (1,035,020 | ) | (945,046 | ) | ||||||||
$ | 1,629,311 | $ | 1,633,263 | |||||||||
Schedule of other operating cost and expense, depreciation and repairs and maintenance expense | Depreciation and repair and maintenance expense is as follows for the periods indicated: | |||||||||||
FISCAL YEAR | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Depreciation expense | $ | 177,504 | $ | 156,015 | $ | 147,768 | ||||||
Repair and maintenance expense | 108,392 | 103,613 | 98,039 | |||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 28, 2014 | ||||||||||||||||||||||||||
Goodwill [Line Items] | ||||||||||||||||||||||||||
Goodwill rollforward | The following table is a roll-forward of goodwill: | |||||||||||||||||||||||||
(in thousands) | 2014 | 2013 | ||||||||||||||||||||||||
Balance as of beginning of year | $ | 352,118 | $ | 270,972 | ||||||||||||||||||||||
Acquisitions (1) | 2,461 | 141,942 | ||||||||||||||||||||||||
Translation adjustments | (13,039 | ) | (8,165 | ) | ||||||||||||||||||||||
Disposals (1) | — | (52,631 | ) | |||||||||||||||||||||||
Balance as of end of year | $ | 341,540 | $ | 352,118 | ||||||||||||||||||||||
________________ | ||||||||||||||||||||||||||
-1 | Effective November 1, 2013, the Company acquired a controlling interest in the Brazil Joint Venture. Refer to Note 3 - Acquisitions for discussion of goodwill associated with the Brazil acquisition. | |||||||||||||||||||||||||
Finite-lived intangible assets amortization expense | The following table presents the aggregate expense related to the amortization of the Company’s trademarks, favorable leases, franchise agreements, reacquired franchise rights and other intangibles: | |||||||||||||||||||||||||
FISCAL YEAR | ||||||||||||||||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||||||||||||||||
Amortization expense (1) | $ | 19,807 | $ | 14,405 | $ | 14,550 | ||||||||||||||||||||
________________ | ||||||||||||||||||||||||||
-1 | Amortization expense is recorded in Depreciation and amortization and Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income. | |||||||||||||||||||||||||
Schedule of finite-lived intangible assets, future amortization expense | The following table presents expected annual amortization of intangible assets as of December 28, 2014: | |||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
2015 | $ | 18,256 | ||||||||||||||||||||||||
2016 | 17,229 | |||||||||||||||||||||||||
2017 | 15,336 | |||||||||||||||||||||||||
2018 | 14,940 | |||||||||||||||||||||||||
2019 | 14,465 | |||||||||||||||||||||||||
Goodwill [Member] | ||||||||||||||||||||||||||
Goodwill [Line Items] | ||||||||||||||||||||||||||
Schedule of goodwill and intangible assets | The following table is a summary of the Company’s gross goodwill balances and accumulated impairments as of the periods indicated: | |||||||||||||||||||||||||
DECEMBER 28, 2014 | DECEMBER 31, 2013 | DECEMBER 31, 2012 | ||||||||||||||||||||||||
(in thousands) | GROSS CARRYING AMOUNT | ACCUMULATED IMPAIRMENTS | GROSS CARRYING AMOUNT | ACCUMULATED IMPAIRMENTS | GROSS CARRYING AMOUNT | ACCUMULATED IMPAIRMENTS | ||||||||||||||||||||
Goodwill | $ | 1,126,176 | $ | (784,636 | ) | $ | 1,136,754 | $ | (784,636 | ) | $ | 1,055,608 | $ | (784,636 | ) | |||||||||||
Intangible assets, net [Member] | ||||||||||||||||||||||||||
Goodwill [Line Items] | ||||||||||||||||||||||||||
Schedule of goodwill and intangible assets | Intangible assets, net, consisted of the following as of December 28, 2014 and December 31, 2013: | |||||||||||||||||||||||||
WEIGHTED AVERAGE AMORTIZATION PERIOD | DECEMBER 28, 2014 | DECEMBER 31, 2013 | ||||||||||||||||||||||||
(in thousands) | (IN YEARS) | GROSS CARRYING VALUE | ACCUMULATED AMORTIZATION | NET CARRYING VALUE | GROSS CARRYING VALUE | ACCUMULATED AMORTIZATION | NET CARRYING VALUE | |||||||||||||||||||
Trade names | Indefinite | $ | 414,000 | $ | 414,000 | $ | 413,000 | $ | 413,000 | |||||||||||||||||
Trademarks | 14 | 83,991 | $ | (30,656 | ) | 53,335 | 88,581 | $ | (26,619 | ) | $ | 61,962 | ||||||||||||||
Favorable leases | 9 | 87,655 | (43,083 | ) | 44,572 | 92,511 | (39,759 | ) | $ | 52,752 | ||||||||||||||||
Franchise agreements | 6 | 14,881 | (8,633 | ) | 6,248 | 14,881 | (7,488 | ) | $ | 7,393 | ||||||||||||||||
Reacquired franchise rights | 13 | 70,023 | (6,072 | ) | 63,951 | 77,418 | (516 | ) | $ | 76,902 | ||||||||||||||||
Other intangibles | 2 | 9,099 | (5,773 | ) | 3,326 | 9,099 | (3,975 | ) | $ | 5,124 | ||||||||||||||||
Total intangible assets | 12 | $ | 679,649 | $ | (94,217 | ) | $ | 585,432 | $ | 695,490 | $ | (78,357 | ) | $ | 617,133 | |||||||||||
Other_Assets_Net_Tables
Other Assets, Net (Tables) | 12 Months Ended | |||||||
Dec. 28, 2014 | ||||||||
Other Assets [Abstract] | ||||||||
Schedule of other assets, noncurrent | Other assets, net, consisted of the following: | |||||||
DECEMBER 28, | DECEMBER 31, | |||||||
(in thousands) | 2014 | 2013 | ||||||
Company-owned life insurance | $ | 64,067 | $ | 66,749 | ||||
Deferred financing fees (1) | 6,917 | 12,354 | ||||||
Liquor licenses | 27,844 | 27,793 | ||||||
Other assets | 57,135 | 58,223 | ||||||
$ | 155,963 | $ | 165,119 | |||||
________________ | ||||||||
-1 | Net of accumulated amortization of $6.1 million and $11.4 million at December 28, 2014 and December 31, 2013, respectively. |
Accrued_and_Other_Current_Liab1
Accrued and Other Current Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 28, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of accrued and other current liabilities | Accrued and other current liabilities consisted of the following: | |||||||
DECEMBER 28, | DECEMBER 31, | |||||||
(in thousands) | 2014 | 2013 | ||||||
Accrued payroll and other compensation | $ | 121,548 | $ | 100,955 | ||||
Accrued insurance | 19,455 | 20,710 | ||||||
Other current liabilities | 96,841 | 75,449 | ||||||
$ | 237,844 | $ | 197,114 | |||||
Other liabilities, loss contingencies | Following are the components recognized in the Consolidated Balance Sheets for the payroll tax audits: | |||||||
DECEMBER 28, | DECEMBER 31, | |||||||
(in thousands) | 2014 | 2013 | ||||||
Accrued and other current liabilities | $ | 12,000 | $ | 5,000 | ||||
Other long-term liabilities, net | — | 12,000 | ||||||
$ | 12,000 | $ | 17,000 | |||||
Longterm_Debt_Net_Tables
Long-term Debt, Net (Tables) | 12 Months Ended | |||||||||||||
Dec. 28, 2014 | ||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||
Schedule of long-term debt, net | Following is a summary of outstanding long-term debt: | |||||||||||||
DECEMBER 28, 2014 | DECEMBER 31, 2013 | |||||||||||||
(in thousands, except interest rate) | OUTSTANDING BALANCE | INTEREST RATE | OUTSTANDING BALANCE | INTEREST RATE | ||||||||||
Senior Secured Credit Facility (1): | ||||||||||||||
Term loan A | $ | 296,250 | 2.16 | % | $ | — | — | % | ||||||
Term loan B | 225,000 | 3.5 | % | 935,000 | 3.5 | % | ||||||||
Revolving credit facility | 325,000 | 2.16 | % | — | — | % | ||||||||
Total Senior Secured Credit Facility | 846,250 | 935,000 | ||||||||||||
2012 CMBS loan: | ||||||||||||||
First mortgage loan (2) | 299,765 | 4.08 | % | 311,644 | 4.02 | % | ||||||||
First mezzanine loan | 85,127 | 9 | % | 86,131 | 9 | % | ||||||||
Second mezzanine loan | 86,067 | 11.25 | % | 86,704 | 11.25 | % | ||||||||
Total 2012 CMBS Loan | 470,959 | 484,479 | ||||||||||||
Capital lease obligations | 634 | 1,255 | ||||||||||||
Other long-term debt (3) | 4,073 | 0.52% to 7.00% | 8,561 | 0.58% to 7.00% | ||||||||||
1,321,916 | 1,429,295 | |||||||||||||
Less: current portion of long-term debt | (25,964 | ) | (13,546 | ) | ||||||||||
Less: unamortized debt discount | (6,073 | ) | (10,152 | ) | ||||||||||
Long-term debt, net | $ | 1,289,879 | $ | 1,405,597 | ||||||||||
________________ | ||||||||||||||
-1 | Subsequent to December 28, 2014, the Company made payments of $3.8 million, $10.0 million and $60.0 million on its Term loan A, Term loan B and revolving credit facility, respectively. | |||||||||||||
-2 | Represents the weighted-average interest rate for the respective period. | |||||||||||||
-3 | Balance is comprised of sale-leaseback obligations and uncollateralized notes payable. Interest rates presented relate to the notes payable. | |||||||||||||
Schedule of interest rate options, senior secured credit facility | The interest rates are as follows: | |||||||||||||
BASE RATE ELECTION | EUROCURRENCY RATE ELECTION | |||||||||||||
Term loan A and revolving credit facility | 75 to 125 basis points over Base Rate | 175 to 225 basis points over the Eurocurrency Rate | ||||||||||||
Term loan B | 150 basis points over Base Rate | 250 basis points over the Eurocurrency Rate | ||||||||||||
Schedule of extinguishment of debt | Following is a summary of loss on extinguishment and modification of debt recorded in the Company’s Consolidated Statement of Operations and Comprehensive Income: | |||||||||||||
FISCAL YEAR | ||||||||||||||
(in thousands) | 2014 (1) | 2013 (2) | 2012 | |||||||||||
2012 CMBS Loan refinancing | $ | — | $ | — | $ | 2,852 | ||||||||
Retirement of OSI senior notes | — | — | 8,956 | |||||||||||
Refinancing of Senior Secured Credit Facility | 11,092 | — | 9,149 | |||||||||||
Repricing Term loan B | — | 14,586 | — | |||||||||||
Loss on extinguishment and modification of debt | $ | 11,092 | $ | 14,586 | $ | 20,957 | ||||||||
________________ | ||||||||||||||
-1 | The loss was comprised of write-offs of $5.5 million of deferred financing fees and $4.9 million of unamortized debt discount and a prepayment penalty of $0.7 million. | |||||||||||||
-2 | The loss was comprised of a prepayment penalty of $9.8 million, third-party financing costs of $2.4 million and the write-down of $1.2 million each of deferred financing fees and unamortized debt discount. | |||||||||||||
Schedule of maturities of long-term debt | Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of December 28, 2014: | |||||||||||||
(in thousands) | DECEMBER 28, 2014 | |||||||||||||
Year 1 (1) | $ | 27,601 | ||||||||||||
Year 2 | 40,147 | |||||||||||||
Year 3 | 460,983 | |||||||||||||
Year 4 | 24,403 | |||||||||||||
Year 5 | 767,524 | |||||||||||||
Thereafter | 1,258 | |||||||||||||
Total | $ | 1,321,916 | ||||||||||||
________________ | ||||||||||||||
-1 | Excludes unamortized discount of $1.6 million. | |||||||||||||
Schedule of required amortization payments for term loan A | The following is a summary of required amortization payments for Term loan A: | |||||||||||||
SCHEDULED QUARTERLY PAYMENT DATES | (in thousands) | |||||||||||||
December 31, 2014 through June 30, 2016 | $ | 3,750 | ||||||||||||
September 30, 2016 through June 30, 2018 | $ | 5,625 | ||||||||||||
September 30, 2018 through March 31, 2019 | $ | 7,500 | ||||||||||||
Other_Longterm_Liabilities_Net1
Other Long-term Liabilities, Net (Tables) | 12 Months Ended | |||||||
Dec. 28, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Schedule of other long-term liabilities, net | Other long-term liabilities, net, consisted of the following: | |||||||
DECEMBER 28, | DECEMBER 31, | |||||||
(in thousands) | 2014 | 2013 | ||||||
Accrued insurance liability | $ | 42,922 | $ | 43,635 | ||||
Unfavorable leases, net of accumulated amortization | 49,492 | 54,843 | ||||||
Chef and managing partner deferred compensation obligations | 90,564 | 109,529 | ||||||
Deferred gain on sale-leaseback transaction, net of accumulated amortization | 35,864 | 36,910 | ||||||
Other long-term liabilities | 41,563 | 41,869 | ||||||
$ | 260,405 | $ | 286,786 | |||||
Redeemable_Noncontrolling_Inte1
Redeemable Noncontrolling Interests (Tables) | 12 Months Ended | |||
Dec. 28, 2014 | ||||
Redeemable Noncontrolling Interests [Abstract] | ||||
Redeemable noncontrolling interests | The following table presents a rollforward of Redeemable noncontrolling interests for fiscal year 2014: | |||
FISCAL YEAR | ||||
(in thousands) | 2014 | |||
Balance, beginning of period | $ | 21,984 | ||
Net income attributable to Redeemable noncontrolling interests | 666 | |||
Contributions by noncontrolling shareholders | 1,456 | |||
Transfer to redeemable noncontrolling interest | 627 | |||
Balance, end of period | $ | 24,733 | ||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||
Dec. 28, 2014 | ||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||
Schedule of accumulated other comprehensive loss | The components of Accumulated other comprehensive loss (“AOCL”), net of tax, are as follows: | |||||||||||
(in thousands) | FOREIGN CURRENCY TRANSLATION ADJUSTMENT | UNREALIZED LOSSES ON DERIVATIVES | ACCUMULATED OTHER COMPREHENSIVE LOSS | |||||||||
Balances as of December 31, 2013 | $ | (26,418 | ) | $ | — | $ | (26,418 | ) | ||||
Other comprehensive loss, net of tax | (31,731 | ) | (2,393 | ) | (34,124 | ) | ||||||
Balances as of December 28, 2014 | $ | (58,149 | ) | $ | (2,393 | ) | $ | (60,542 | ) |
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended | ||||||
Dec. 28, 2014 | |||||||
Designated as hedging instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Schedule of derivative instruments in statement of financial position, fair value | The following table presents the fair value of the Company’s interest rate swaps as well as their classification on the Consolidated Balance Sheet: | ||||||
(in thousands) | DECEMBER 28, 2014 | CONSOLIDATED BALANCE SHEET CLASSIFICATION | |||||
Interest rate swaps - liability | $ | 2,617 | Accrued and other current liabilities | ||||
Interest rate swaps - liability | 1,307 | Other long-term liabilities, net | |||||
Total fair value of derivative instruments - liability (1) | $ | 3,924 | |||||
____________________ | |||||||
(1) See Note 17 - Fair Value Measurements for fair value discussion of the interest rate swaps. | |||||||
Derivative instruments, gain (loss) | The following table summarizes the effects of the interest rate swap on the Consolidated Statements of Operations and Comprehensive Income for fiscal year 2014: | ||||||
(in thousands) | AMOUNT OF (LOSS) GAIN RECOGNIZED IN OTHER COMPREHENSIVE INCOME | ||||||
Interest rate swaps | $ | (3,924 | ) | ||||
Income tax benefit | 1,531 | ||||||
Net of income taxes | $ | (2,393 | ) | ||||
Not designated as hedging instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Schedule of derivative instruments in statement of financial position, fair value | The following table presents the fair value of the Company’s commodity derivative instruments as well as their classification on the Consolidated Balance Sheet: | ||||||
(in thousands) | DECEMBER 28, 2014 | CONSOLIDATED BALANCE SHEET CLASSIFICATION | |||||
Commodities - liability | $ | 566 | Accrued and other current liabilities | ||||
Total fair value of derivative instruments - liability | $ | 566 | |||||
Derivative instruments, gain (loss) | The following table summarizes the effects of commodity derivative instruments on the Consolidated Statements of Operations and Comprehensive Income for fiscal year 2014: | ||||||
(in thousands) | LOCATION OF (LOSS) GAIN RECOGNIZED IN INCOME ON DERIVATIVE | AMOUNT OF (LOSS) GAIN RECOGNIZED IN INCOME ON DERIVATIVE | |||||
Commodities | Other restaurant operating expense | $ | (629 | ) | |||
Total | $ | (629 | ) |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 28, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||
Schedule of assets and liabilities measured at fair value on a recurring basis | The following table presents the Company’s fixed income, money market funds and derivative instruments measured at fair value on a recurring basis as of December 28, 2014 and December 31, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall: | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
(in thousands) | TOTAL | LEVEL 1 | LEVEL 2 | TOTAL | LEVEL 1 | LEVEL 2 | ||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Cash equivalents: | ||||||||||||||||||||||||
Fixed income funds | $ | 4,602 | $ | 4,602 | $ | — | $ | 9,849 | $ | 9,849 | $ | — | ||||||||||||
Money market funds | 7,842 | 7,842 | — | 1,988 | 1,988 | — | ||||||||||||||||||
Restricted cash equivalents: | ||||||||||||||||||||||||
Money market funds | 3,360 | 3,360 | — | 68 | 68 | — | ||||||||||||||||||
Total asset recurring fair value measurements | $ | 15,804 | $ | 15,804 | $ | — | $ | 11,905 | $ | 11,905 | $ | — | ||||||||||||
Liabilities: | ||||||||||||||||||||||||
Accrued and other current liabilities: | ||||||||||||||||||||||||
Derivative instruments - interest rate swaps | $ | 2,617 | $ | — | $ | 2,617 | $ | — | $ | — | $ | — | ||||||||||||
Derivative instruments - commodities | 566 | — | 566 | — | — | — | ||||||||||||||||||
Other long-term liabilities | ||||||||||||||||||||||||
Derivative instruments - interest rate swaps | 1,307 | — | 1,307 | — | — | — | ||||||||||||||||||
Total liability recurring fair value measurements | $ | 4,490 | $ | — | $ | 4,490 | $ | — | $ | — | $ | — | ||||||||||||
Fair value inputs, assets and liabilities, quantitative information | Fair value of each class of financial instrument is determined based on the following: | |||||||||||||||||||||||
FINANCIAL INSTRUMENT | METHODS AND ASSUMPTIONS | |||||||||||||||||||||||
Fixed income funds and | Carrying value approximates fair value because maturities are less than three months. | |||||||||||||||||||||||
Money market funds | ||||||||||||||||||||||||
Derivative instruments | Derivative instruments primarily relate to the interest rate swaps, interest rate cap and commodities. Fair value measurements are based on a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives and uses observable market-based inputs, including interest rate curves and credit spreads. The Company incorporates credit valuation adjustments to reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. As of December 28, 2014, the Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. | |||||||||||||||||||||||
Schedule of losses related to assets held for sale and long lived assets held and used | The following table summarizes the fair value remeasurements for Assets held for sale and Property, fixtures and equipment for fiscal years 2014, 2013 and 2012 aggregated by the level in the fair value hierarchy within which those measurements fall: | |||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||
(in thousands) | CARRYING VALUE | TOTAL IMPAIRMENT | CARRYING VALUE | TOTAL IMPAIRMENT | CARRYING VALUE | TOTAL IMPAIRMENT | ||||||||||||||||||
Assets held for sale (1) | $ | 9,613 | $ | 23,974 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Property, fixtures and equipment (2) | 2,429 | 13,097 | 9,990 | 19,761 | 6,178 | 10,584 | ||||||||||||||||||
$ | 12,042 | $ | 37,071 | $ | 9,990 | $ | 19,761 | $ | 6,178 | $ | 10,584 | |||||||||||||
________________ | ||||||||||||||||||||||||
-1 | Carrying value approximates fair value with all assets measured using Level 2 inputs. Refer to Note 4 - Impairments, Disposals and Exit Costs for discussion of impairments related to corporate airplanes and Roy’s. | |||||||||||||||||||||||
-2 | Carrying value approximates fair value. Carrying values for assets measured using Level 2 inputs totaled $1.8 million, $8.3 million and $3.6 million for fiscal years 2014, 2013 and 2012, respectively. Assets measured using Level 3 inputs, had carrying values of $0.6 million, $1.6 million and $2.6 million for fiscal years 2014, 2013 and 2012, respectively. Refer to Note 4 - Impairments, Disposals and Exit Costs for discussion of impairments related to restaurant closure initiatives. | |||||||||||||||||||||||
Schedule of carrying value and fair value of senior secured credit facilities, CMBS loan and other unsecured debt | The following table includes the carrying value and fair value of the Company’s debt as of December 28, 2014 and December 31, 2013 aggregated by the level in the fair value hierarchy in which those measurements fall: | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
FAIR VALUE | FAIR VALUE | |||||||||||||||||||||||
(in thousands) | CARRYING VALUE | LEVEL 2 | LEVEL 3 | CARRYING VALUE | LEVEL 2 | LEVEL 3 | ||||||||||||||||||
Senior Secured Credit Facility: | ||||||||||||||||||||||||
Term loan A | $ | 296,250 | $ | 294,769 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Term loan B | 225,000 | 222,188 | — | 935,000 | 936,169 | — | ||||||||||||||||||
Revolving credit facility | 325,000 | 322,563 | — | — | — | — | ||||||||||||||||||
CMBS loan: | ||||||||||||||||||||||||
Mortgage loan | 299,765 | — | 308,563 | 311,644 | — | 318,787 | ||||||||||||||||||
First mezzanine loan | 85,127 | — | 85,187 | 86,131 | — | 86,131 | ||||||||||||||||||
Second mezzanine loan | 86,067 | — | 86,988 | 86,704 | — | 87,571 | ||||||||||||||||||
Other notes payable | 2,722 | — | 2,625 | 6,186 | — | 5,912 | ||||||||||||||||||
Fair value inputs, liabilities, quantitative information | Fair value of debt is determined based on the following: | |||||||||||||||||||||||
DEBT FACILITY | METHODS AND ASSUMPTIONS | |||||||||||||||||||||||
Senior Secured Credit Facility | Quoted market prices in inactive markets. | |||||||||||||||||||||||
CMBS loan | Assumptions derived from current conditions in the real estate and credit markets, changes in the underlying collateral and expectations of management. | |||||||||||||||||||||||
Other notes payable | Discounted cash flow approach. Discounted cash flow inputs primarily include cost of debt rates which are used to derive the present value factors for the determination of fair value. |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 28, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of income before income tax, domestic and foreign | The following table presents the domestic and foreign components of Income before provision for income taxes: | |||||||||||
FISCAL YEAR | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Domestic | $ | 124,157 | $ | 112,674 | $ | 43,744 | ||||||
Foreign | (4,187 | ) | 59,686 | 29,666 | ||||||||
$ | 119,970 | $ | 172,360 | $ | 73,410 | |||||||
Schedule of components of income tax (benefit) expense | Provision (benefit) for income taxes consisted of the following: | |||||||||||
FISCAL YEAR | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Current provision: | ||||||||||||
Federal | $ | 13,364 | $ | 21,518 | $ | 15 | ||||||
State | 7,687 | 10,196 | 10,896 | |||||||||
Foreign | 16,616 | 9,681 | 8,637 | |||||||||
37,667 | 41,395 | 19,548 | ||||||||||
Deferred (benefit) provision: | ||||||||||||
Federal | (8,842 | ) | (83,437 | ) | 397 | |||||||
State | 688 | (347 | ) | (8,118 | ) | |||||||
Foreign | (5,469 | ) | 181 | 279 | ||||||||
(13,623 | ) | (83,603 | ) | (7,442 | ) | |||||||
Provision (benefit) for income taxes | $ | 24,044 | $ | (42,208 | ) | $ | 12,106 | |||||
Schedule of effective income tax rate reconciliation | The reconciliation of income taxes calculated at the United States federal tax statutory rate to the Company’s effective income tax rate is as follows: | |||||||||||
FISCAL YEAR | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Income taxes at federal statutory rate | 35 | % | 35 | % | 35 | % | ||||||
State and local income taxes, net of federal benefit | 3.2 | 3.6 | 2.2 | |||||||||
Valuation allowance on deferred income tax assets | 1.5 | (30.6 | ) | 24.2 | ||||||||
Employment-related credits, net | (24.2 | ) | (22.3 | ) | (31.0 | ) | ||||||
Net life insurance expense | (0.8 | ) | (1.6 | ) | (1.3 | ) | ||||||
Noncontrolling interests | (1.2 | ) | (2.8 | ) | (7.8 | ) | ||||||
Tax settlements and related adjustments | 1.7 | 0.7 | (1.0 | ) | ||||||||
Gain on remeasurement of equity method investment | — | (6.8 | ) | — | ||||||||
Foreign rate differential | 2.7 | (1.4 | ) | (4.5 | ) | |||||||
Other, net | 2.1 | 1.7 | 0.7 | |||||||||
Total | 20 | % | (24.5 | )% | 16.5 | % | ||||||
Schedule of deferred tax assets and liabilities | The income tax effects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities are as follows: | |||||||||||
DECEMBER 28, | DECEMBER 31, | |||||||||||
(in thousands) | 2014 | 2013 | ||||||||||
Deferred income tax assets: | ||||||||||||
Deferred rent | $ | 46,226 | $ | 40,555 | ||||||||
Insurance reserves | 22,082 | 23,226 | ||||||||||
Unearned revenue | 16,248 | 13,494 | ||||||||||
Deferred compensation | 70,849 | 66,607 | ||||||||||
Net operating loss carryforwards | 9,193 | 5,612 | ||||||||||
Federal tax credit carryforwards | 160,266 | 155,321 | ||||||||||
Partner deposits and accrued partner obligations | 18,026 | 22,586 | ||||||||||
Other, net | 11,585 | 2,594 | ||||||||||
Gross deferred income tax assets | 354,475 | 329,995 | ||||||||||
Less: valuation allowance | (5,658 | ) | (4,526 | ) | ||||||||
Net deferred income tax assets | 348,817 | 325,469 | ||||||||||
Deferred income tax liabilities: | ||||||||||||
Less: property, fixtures and equipment basis differences | (198,532 | ) | (184,984 | ) | ||||||||
Less: intangible asset basis differences | (155,741 | ) | (160,111 | ) | ||||||||
Less: deferred gain on extinguishment of debt | (45,782 | ) | (57,231 | ) | ||||||||
Net deferred income tax liabilities | $ | (51,238 | ) | $ | (76,857 | ) | ||||||
Summary of operating loss carryforwards | The amount and expiration dates of tax loss carryforwards and credit carryforwards as of December 28, 2014 are as follows: | |||||||||||
(in thousands) | EXPIRATION DATE | AMOUNT | ||||||||||
United States state loss carryforwards | 2020 | - | 2033 | $ | 13,631 | |||||||
United States federal tax credit carryforwards | 2031 | - | 2034 | $ | 156,794 | |||||||
Foreign loss carryforwards | 2017 | - | indefinite | $ | 31,482 | |||||||
Schedule of unrecognized tax benefits roll forward | The following table summarizes the activity related to the Company’s unrecognized tax benefits: | |||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Balance as of beginning of year | $ | 17,068 | $ | 13,591 | $ | 14,039 | ||||||
Additions for tax positions taken during a prior period | 2,177 | 73 | 416 | |||||||||
Reductions for tax positions taken during a prior period | (422 | ) | (26 | ) | (291 | ) | ||||||
Additions for tax positions taken during the current period | 2,649 | 1,960 | 2,153 | |||||||||
Additions for tax positions on acquisition | — | 2,799 | — | |||||||||
Settlements with taxing authorities | (3,935 | ) | (488 | ) | (1,788 | ) | ||||||
Lapses in the applicable statutes of limitations | (120 | ) | (841 | ) | (938 | ) | ||||||
Translation adjustments | 146 | — | — | |||||||||
Balance as of end of year | $ | 17,563 | $ | 17,068 | $ | 13,591 | ||||||
Summary of open audit years by jurisdiction | Following is a summary of the open audit years by jurisdiction: | |||||||||||
OPEN AUDIT YEARS | ||||||||||||
United States federal | 2007 | - | 2013 | |||||||||
United States states | 2001 | - | 2013 | |||||||||
Foreign | 2007 | - | 2013 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||
Dec. 28, 2014 | ||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||
Schedule of rent expense | Total rent expense is as follows for the periods indicated: | |||||||||||
FISCAL YEAR | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Rent expense (1) | $ | 169,701 | $ | 156,720 | $ | 140,866 | ||||||
____________________ | ||||||||||||
-1 | Includes contingent rent expense of $8.0 million, $6.5 million and $6.1 million for fiscal years 2014, 2013 and 2012, respectively. | |||||||||||
Schedule of future minimum rental payments for operating leases | As of December 28, 2014, future minimum rental payments under non-cancelable operating leases are as follows: | |||||||||||
(in thousands) | ||||||||||||
2015 | $ | 146,855 | ||||||||||
2016 | 131,858 | |||||||||||
2017 | 113,210 | |||||||||||
2018 | 97,241 | |||||||||||
2019 | 79,700 | |||||||||||
Thereafter | 444,042 | |||||||||||
Total minimum lease payments (1) | $ | 1,012,906 | ||||||||||
____________________ | ||||||||||||
-1 | Total minimum lease payments have not been reduced by minimum sublease rentals of $2.1 million due in future periods under non-cancelable subleases | |||||||||||
Schedule of future minimum expected insurance payments | As of December 28, 2014, the future payments the Company expects for workers’ compensation, general liability and health insurance claims are: | |||||||||||
(in thousands) | ||||||||||||
2015 | $ | 19,515 | ||||||||||
2016 | 12,459 | |||||||||||
2017 | 8,041 | |||||||||||
2018 | 4,959 | |||||||||||
2019 | 2,614 | |||||||||||
Thereafter | 16,569 | |||||||||||
$ | 64,157 | |||||||||||
Schedule of liability for unpaid claims and claims adjustment expense | A reconciliation of the expected aggregate undiscounted reserves to the discounted reserves for workers’ compensation, general liability and health insurance claims recognized in the Company’s Consolidated Balance Sheets is as follows: | |||||||||||
DECEMBER 28, | DECEMBER 31, | |||||||||||
(in thousands) | 2014 | 2013 | ||||||||||
Undiscounted reserves | $ | 64,157 | $ | 66,109 | ||||||||
Discount | $ | (1,780 | ) | $ | (1,764 | ) | ||||||
Discounted reserves recognized in the Consolidated Balance Sheets: | ||||||||||||
Accrued and other current liabilities | $ | 19,455 | $ | 20,710 | ||||||||
Other long-term liabilities, net | 42,922 | 43,635 | ||||||||||
$ | 62,377 | $ | 64,345 | |||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 28, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Schedule of quarterly financial information | ||||||||||||||||
2014 FISCAL QUARTERS | FIRST (1) | SECOND (1) | THIRD (1) | FOURTH (1) | ||||||||||||
(in thousands, except per share data) | ||||||||||||||||
Total revenues | $ | 1,157,859 | $ | 1,110,912 | $ | 1,065,454 | $ | 1,108,486 | ||||||||
Income (loss) from operations | 90,026 | 62,391 | (1,121 | ) | 40,668 | |||||||||||
Net income (loss) | 55,100 | 27,722 | (10,830 | ) | 23,934 | |||||||||||
Net income (loss) attributable to Bloomin’ Brands | 53,733 | 26,391 | (11,443 | ) | 22,409 | |||||||||||
Earnings (loss) per share: | ||||||||||||||||
Basic | $ | 0.43 | $ | 0.21 | $ | (0.09 | ) | $ | 0.18 | |||||||
Diluted | $ | 0.42 | $ | 0.21 | $ | (0.09 | ) | $ | 0.17 | |||||||
2013 FISCAL QUARTERS | FIRST (2) | SECOND (2) | THIRD (2) | FOURTH (2) | ||||||||||||
(in thousands, except per share data) | ||||||||||||||||
Total revenues | $ | 1,092,250 | $ | 1,018,856 | $ | 967,569 | $ | 1,050,555 | ||||||||
Income from operations | 96,860 | 67,886 | 29,510 | 31,101 | ||||||||||||
Net income | 65,056 | 76,464 | 12,134 | 60,914 | ||||||||||||
Net income attributable to Bloomin’ Brands | 63,223 | 74,868 | 11,294 | 58,982 | ||||||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.52 | $ | 0.61 | $ | 0.09 | $ | 0.48 | ||||||||
Diluted | $ | 0.5 | $ | 0.58 | $ | 0.09 | $ | 0.46 | ||||||||
____________________ | ||||||||||||||||
-1 | Total revenues in the first, third and fourth quarters of 2014 include $7.5 million, $6.9 million and $31.6 million, respectively, of less restaurant sales due to a change in the Company’s fiscal year end. Income from operations in the first quarter of 2014 includes $4.9 million of pre-tax restaurant closing charges incurred in connection with the Domestic Restaurant Closure Initiative. Income from operations in the third and fourth quarters of 2014 includes asset impairment charges of $16.6 million and $7.4 million, respectively, associated with the Company’s decision to sell its Roy’s concept and corporate aircraft. Income from operations in the third and fourth quarters of 2014 includes $11.6 million and $10.3 million, respectively, of pre-tax impairments and restaurant closing costs incurred in connection with the International Restaurant Closure Initiative and $5.4 million and $3.6 million, respectively, of severance expense incurred as a result of the Company’s organizational realignment. Net income in the first, third and fourth quarters of 2014 includes $1.5 million, $1.4 million and $6.3 million, respectively, of less net income due to a change in the Company’s fiscal year end. Net income for the second quarter of 2014 includes an $11.1 million loss in connection with a refinancing of the Company’s Senior Secured Credit Facility. | |||||||||||||||
-2 | Income from operations in the third and fourth quarters of 2013 includes $5.0 million and $12.0 million, respectively, of expenses associated with a payroll tax contingency. Income from operations in the fourth quarter of 2013 includes impairment charges of $18.7 million incurred in connection with the Domestic Restaurant Closure Initiative. Net income in the second quarter of 2013 includes an income tax benefit of $52.0 million related to a reduction of the U.S. valuation allowance and a $14.6 million loss related to the repricing of the Company’s Term Loan B. As a result of the Company’s acquisition of a controlling interest in the Brazil Joint Venture, net income in the fourth quarter of 2013 includes a gain of $36.6 million from the remeasurement of the previously held equity investment. |
Description_of_Business_Detail
Description of Business (Details) | Dec. 28, 2014 | Jun. 14, 2007 |
Restaurant_concepts | restaurant | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of restaurant properties acquired from and leased back to OSI | 343 | |
Number of restaurant concepts in portfolio | 4 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Basis of Presentation) (Details) | 12 Months Ended |
Dec. 28, 2014 | |
Accounting Policies [Abstract] | |
Reporting lag for Brazil operations in financial statements | 1 month |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Principles of Consolidation) (Details) | 0 Months Ended | |
Oct. 31, 2013 | Dec. 28, 2014 | |
Brazilian Joint Venture [Member] | ||
Principles of Consolidation [Line Items] | ||
Equity method investment, ownership percentage | 50.00% | |
Minimum [Member] | ||
Principles of Consolidation [Line Items] | ||
Equity method investment, ownership percentage | 20.00% | |
Maximum [Member] | ||
Principles of Consolidation [Line Items] | ||
Equity method investment, ownership percentage | 50.00% | |
Franchised units [Member] | ||
Principles of Consolidation [Line Items] | ||
Number of restaurants | 166 | |
Brazilian Joint Venture [Member] | ||
Principles of Consolidation [Line Items] | ||
Effective date of acquisition | 1-Nov-13 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Fiscal Year End) (Details) (USD $) | 12 Months Ended | 3 Months Ended | |||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 28, 2014 | Sep. 28, 2014 | Mar. 30, 2014 | Jan. 03, 2014 |
weeks | weeks | ||||
Fiscal Year End [Line Items] | |||||
Number of weeks in fiscal year | 52 | 52 | |||
Number of weeks per quarter in fifty two week fiscal years | 13 | ||||
Number of weeks in fourth quarter of fifty three week fiscal years | 14 | ||||
Reduction in length of period from the corresponding prior year period | 3 days | ||||
Minimum [Member] | |||||
Fiscal Year End [Line Items] | |||||
Number of weeks in fiscal year | 52 | ||||
Maximum [Member] | |||||
Fiscal Year End [Line Items] | |||||
Number of weeks in fiscal year | 53 | ||||
Restaurant sales [Member] | |||||
Fiscal Year End [Line Items] | |||||
Change in fiscal period, estimated financial impact on reporting period | 46 | $31.60 | $6.90 | $7.50 | |
Net income attributable to Bloomin' Brands [Member] | |||||
Fiscal Year End [Line Items] | |||||
Change in fiscal period, estimated financial impact on reporting period | 9.2 | $6.30 | $1.40 | $1.50 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Cash and Cash Equivalents) (Details) (Cash and cash equivalents [Member], USD $) | Dec. 28, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Cash and cash equivalents [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents, amounts in transit from credit card companies | $48 | $35.10 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Concentrations of Credit and Counterparty Risk) (Details) (Other current assets, net [Member], Gift card receivables [Member], USD $) | Dec. 28, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Other current assets, net [Member] | Gift card receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gift card receivables | $86 | $17.90 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Property, Fixtures and Equipment) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Capitalized internal costs for construction in progress | $8.70 | $9.10 | $2.40 |
Capitalized computer software, additions | 5 | 22.7 | |
Buildings and building improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 20 years | ||
Buildings and building improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 30 years | ||
Furniture and fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 5 years | ||
Furniture and fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 7 years | ||
Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 2 years | ||
Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 7 years | ||
Leasehold improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 5 years | ||
Leasehold improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 20 years | ||
Capitalized software | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 3 years | ||
Capitalized software | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 7 years | ||
Property, plant and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Capitalized computer software, net | $30.60 | $25.90 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Insurance Reserves) (Details) (Workers' compensation and general liability [Member]) | 12 Months Ended |
Dec. 28, 2014 | |
Minimum [Member] | |
Insurance [Line Items] | |
Insurance, annual risk free rate, period | 1 year |
Maximum [Member] | |
Insurance [Line Items] | |
Insurance, annual risk free rate, period | 5 years |
Recovered_Sheet1
Summary of Significant Accounting Policies (Revenue Recognition) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restaurant sales [Member] | |||
Revenue Recognition [Line Items] | |||
Revenue recognition, gift cards, breakage | $18.80 | $16.30 | $13.30 |
Other current assets, net [Member] | |||
Revenue Recognition [Line Items] | |||
Deferred gift card commission costs, current | $15.60 | $12 |
Recovered_Sheet2
Summary of Significant Accounting Policies (Advertising Costs) (Details) (Other restaurant operating [Member], USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other restaurant operating [Member] | |||
Schedule of Advertising Costs [Line Items] | |||
Advertising expense | $191.10 | $182.40 | $170.60 |
Recovered_Sheet3
Summary of Significant Accounting Policies (Research and Development Expenses) (Details) (General and administrative expense [Member], USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
General and administrative expense [Member] | |||
Schedule of research and development expense [Line Items] | |||
Research and development expense | $5.80 | $6.40 | $7.30 |
Recovered_Sheet4
Summary of Significant Accounting Policies (Partner Compensation) (Details) | 12 Months Ended |
Dec. 28, 2014 | |
Accounting Policies [Abstract] | |
Restaurant opening period for bonus payment | 5 years |
Recovered_Sheet5
Summary of Significant Accounting Policies (Foreign Currency Translation and Transactions) (Details) (Other expense, net [Member], USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other expense, net [Member] | |||
Foreign Currency Translation and Transactions [Line Items] | |||
Foreign currency transaction losses, realized | ($0.70) | ($0.20) | ($0.10) |
Recovered_Sheet6
Summary of Significant Accounting Policies (Segment Reporting) (Details) | 12 Months Ended | ||
Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
segments | |||
Accounting Policies [Abstract] | |||
Number of reportable segments | 1 | ||
Total revenue attributable to foreign countries and Guam, percentage | 13.00% | 9.00% | 8.00% |
Total long-lived assets in foreign countries, excluding intangibles and goodwill, percentage | 8.00% | 7.00% | 3.00% |
Acquisitions_Purchase_of_Joint
Acquisitions Purchase of Joint Venture Interests - Brazilian Joint Venture (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||||||
Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2013 | Nov. 30, 2013 | Nov. 01, 2013 | ||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Proceeds from lines of credit | $519,000,000 | $100,000,000 | $111,000,000 | ||||||||||||||||||||
Gain on remeasurement of equity method investment | 0 | 36,608,000 | 0 | ||||||||||||||||||||
Goodwill | 341,540,000 | 352,118,000 | 341,540,000 | 352,118,000 | 270,972,000 | ||||||||||||||||||
Goodwill disposal adjustments | 0 | 52,631,000 | [1] | ||||||||||||||||||||
Revenues | 1,108,486,000 | [2] | 1,065,454,000 | [2] | 1,110,912,000 | 1,157,859,000 | [2] | 1,050,555,000 | 967,569,000 | 1,018,856,000 | 1,092,250,000 | 4,442,711,000 | 4,129,230,000 | 3,987,795,000 | |||||||||
Net income | 23,934,000 | [2] | -10,830,000 | [2] | 27,722,000 | [2] | 55,100,000 | [2] | 60,914,000 | [3] | 12,134,000 | 76,464,000 | [3] | 65,056,000 | 95,926,000 | 214,568,000 | 61,304,000 | ||||||
Brazilian Joint Venture [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Effective date of acquisition | 1-Nov-13 | ||||||||||||||||||||||
Business combination, consideration transferred | 110,400,000 | ||||||||||||||||||||||
Escrow for customary indemnifications | 10,100,000 | ||||||||||||||||||||||
Business combination, acquisition related costs | 1,800,000 | ||||||||||||||||||||||
Gain on remeasurement of equity method investment | 36,600,000 | 36,600,000 | |||||||||||||||||||||
Cash and cash equivalents | 10,124,000 | ||||||||||||||||||||||
Inventories | 6,607,000 | ||||||||||||||||||||||
Other current assets, net | 14,308,000 | ||||||||||||||||||||||
Property, fixtures and equipment | 80,115,000 | ||||||||||||||||||||||
Goodwill | 141,942,000 | [4] | |||||||||||||||||||||
Intangible assets | 86,623,000 | ||||||||||||||||||||||
Other assets, net | 4,471,000 | ||||||||||||||||||||||
Accounts payable | -7,782,000 | ||||||||||||||||||||||
Accrued and other current liabilities | -20,432,000 | ||||||||||||||||||||||
Current portion of partner deposits and accrued partner obligations | -729,000 | ||||||||||||||||||||||
Long-term portion of partner deposits and accrued partner obligations | -4,482,000 | ||||||||||||||||||||||
Deferred income taxes | -26,316,000 | ||||||||||||||||||||||
Other long-term liabilities, net | -13,587,000 | ||||||||||||||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, net | 270,862,000 | ||||||||||||||||||||||
Fair value of previously held equity investment | -138,054,000 | ||||||||||||||||||||||
Total purchase price | 110,443,000 | ||||||||||||||||||||||
Goodwill disposal adjustments | 52,600,000 | ||||||||||||||||||||||
Business acquisition, goodwill, expected tax deductible amount | 80,100,000 | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Intangible Assets and Liabilities, Net | 84,825,000 | ||||||||||||||||||||||
Bloomin' Brands, Inc. [Member] | Brazilian Joint Venture [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Business combination, step acquisition, equity interest in acquiree, including subsequent acquisition, percentage | 90.00% | ||||||||||||||||||||||
OB Brasil [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 10.00% | ||||||||||||||||||||||
Remaining redeemable noncontrolling interests | -22,365,000 | ||||||||||||||||||||||
OB Brasil [Member] | Brazilian Joint Venture [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Revenues | 23,700,000 | ||||||||||||||||||||||
Net income | 800,000 | ||||||||||||||||||||||
Brazilian Joint Venture [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Net revenue from sales | 215,050,000 | [5] | 246,819,000 | ||||||||||||||||||||
Gross profit | 148,229,000 | [5] | 172,011,000 | ||||||||||||||||||||
Income from continuing operations | 26,945,000 | [5] | 24,268,000 | ||||||||||||||||||||
Net income | 15,382,000 | [5] | 11,151,000 | ||||||||||||||||||||
Revolving credit facility [Member] | Secured debt [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Proceeds from lines of credit | 100,000,000 | ||||||||||||||||||||||
Reacquired franchise rights [Member] | Brazilian Joint Venture [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Intangible assets | 82,389,000 | [6] | |||||||||||||||||||||
Favorable leases [Member] | Brazilian Joint Venture [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Intangible assets | 4,234,000 | [7] | |||||||||||||||||||||
Unfavorable leases [Member] | Brazilian Joint Venture [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Intangible assets | -1,798,000 | [7],[8] | |||||||||||||||||||||
Weighted average [Member] | Brazilian Joint Venture [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Finite-lived intangible assets, remaining amortization period | 14 years | ||||||||||||||||||||||
Weighted average [Member] | Reacquired franchise rights [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Finite-lived intangible assets, remaining amortization period | 13 years | ||||||||||||||||||||||
Weighted average [Member] | Reacquired franchise rights [Member] | Brazilian Joint Venture [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Finite-lived intangible assets, remaining amortization period | 14 years | [6] | |||||||||||||||||||||
Weighted average [Member] | Favorable leases [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Finite-lived intangible assets, remaining amortization period | 9 years | ||||||||||||||||||||||
Weighted average [Member] | Favorable leases [Member] | Brazilian Joint Venture [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Finite-lived intangible assets, remaining amortization period | 9 years | [7] | |||||||||||||||||||||
Weighted average [Member] | Unfavorable leases [Member] | Brazilian Joint Venture [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Finite-lived intangible assets, remaining amortization period | 10 years | [7],[8] | |||||||||||||||||||||
Scenario, previously reported [Member] | Brazilian Joint Venture [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Cash and cash equivalents | 10,124,000 | ||||||||||||||||||||||
Inventories | 6,607,000 | ||||||||||||||||||||||
Other current assets, net | 14,984,000 | ||||||||||||||||||||||
Property, fixtures and equipment | 81,038,000 | ||||||||||||||||||||||
Goodwill | 135,701,000 | [4] | |||||||||||||||||||||
Intangible assets | 86,623,000 | ||||||||||||||||||||||
Other assets, net | 4,535,000 | ||||||||||||||||||||||
Accounts payable | -7,782,000 | ||||||||||||||||||||||
Accrued and other current liabilities | -17,486,000 | ||||||||||||||||||||||
Current portion of partner deposits and accrued partner obligations | -729,000 | ||||||||||||||||||||||
Long-term portion of partner deposits and accrued partner obligations | -4,482,000 | ||||||||||||||||||||||
Deferred income taxes | -26,881,000 | ||||||||||||||||||||||
Other long-term liabilities, net | -11,390,000 | ||||||||||||||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, net | 270,862,000 | ||||||||||||||||||||||
Scenario, adjustment [Member] | Brazilian Joint Venture [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Cash and cash equivalents | 0 | ||||||||||||||||||||||
Inventories | 0 | ||||||||||||||||||||||
Other current assets, net | -676,000 | ||||||||||||||||||||||
Property, fixtures and equipment | -923,000 | ||||||||||||||||||||||
Goodwill | 6,241,000 | [4] | |||||||||||||||||||||
Intangible assets | 0 | ||||||||||||||||||||||
Other assets, net | -64,000 | ||||||||||||||||||||||
Accounts payable | 0 | ||||||||||||||||||||||
Accrued and other current liabilities | -2,946,000 | ||||||||||||||||||||||
Current portion of partner deposits and accrued partner obligations | 0 | ||||||||||||||||||||||
Long-term portion of partner deposits and accrued partner obligations | 0 | ||||||||||||||||||||||
Deferred income taxes | 565,000 | ||||||||||||||||||||||
Other long-term liabilities, net | -2,197,000 | ||||||||||||||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, net | 0 | ||||||||||||||||||||||
Fair value of previously held equity investment | 0 | ||||||||||||||||||||||
Total purchase price | 0 | ||||||||||||||||||||||
Scenario, adjustment [Member] | OB Brasil [Member] | |||||||||||||||||||||||
Business acquisition [Line Items] | |||||||||||||||||||||||
Remaining redeemable noncontrolling interests | $0 | ||||||||||||||||||||||
[1] | Effective November 1, 2013, the Company acquired a controlling interest in the Brazil Joint Venture. Refer to Note 3 - Acquisitions for discussion of goodwill associated with the Brazil acquisition. | ||||||||||||||||||||||
[2] | Total revenues in the first, third and fourth quarters of 2014 include $7.5 million, $6.9 million and $31.6 million, respectively, of less restaurant sales due to a change in the Company’s fiscal year end. Income from operations in the first quarter of 2014 includes $4.9 million of pre-tax restaurant closing charges incurred in connection with the Domestic Restaurant Closure Initiative. Income from operations in the third and fourth quarters of 2014 includes asset impairment charges of $16.6 million and $7.4 million, respectively, associated with the Company’s decision to sell its Roy’s concept and corporate aircraft. Income from operations in the third and fourth quarters of 2014 includes $11.6 million and $10.3 million, respectively, of pre-tax impairments and restaurant closing costs incurred in connection with the International Restaurant Closure Initiative and $5.4 million and $3.6 million, respectively, of severance expense incurred as a result of the Company’s organizational realignment. Net income in the first, third and fourth quarters of 2014 includes $1.5 million, $1.4 million and $6.3 million, respectively, of less net income due to a change in the Company’s fiscal year end. Net income for the second quarter of 2014 includes an $11.1 million loss in connection with a refinancing of the Company’s Senior Secured Credit Facility. | ||||||||||||||||||||||
[3] | Income from operations in the third and fourth quarters of 2013 includes $5.0 million and $12.0 million, respectively, of expenses associated with a payroll tax contingency. Income from operations in the fourth quarter of 2013 includes impairment charges of $18.7 million incurred in connection with the Domestic Restaurant Closure Initiative. Net income in the second quarter of 2013 includes an income tax benefit of $52.0 million related to a reduction of the U.S. valuation allowance and a $14.6 million loss related to the repricing of the Company’s Term Loan B. As a result of the Company’s acquisition of a controlling interest in the Brazil Joint Venture, net income in the fourth quarter of 2013 includes a gain of $36.6 million from the remeasurement of the previously held equity investment. | ||||||||||||||||||||||
[4] | The goodwill recognized is attributable primarily to the potential for strategic future growth. The carrying value of historical goodwill associated with the Company’s former equity investment in this entity of $52.6 million was disposed in connection with the acquisition. Goodwill recognized included $80.1 million that is expected to be deductible for tax purposes. | ||||||||||||||||||||||
[5] | Summarized financial information for fiscal year 2013 includes results for January 1, 2013 to October 31, 2013, when the Brazil Joint Venture was accounted for as an equity method investment. | ||||||||||||||||||||||
[6] | Reacquired franchise rights are amortized on a straight-line basis over the remaining life of each restaurants’ franchise agreement, without consideration of renewal. | ||||||||||||||||||||||
[7] | Favorable and unfavorable leases are amortized on a straight-line basis over the remaining lease term. | ||||||||||||||||||||||
[8] | Unfavorable leases are included in Other long-term liabilities, net. |
Acquisitions_Acquisition_Unaud
Acquisitions Acquisition Unaudited Pro Forma Summary Financial Information (Details) (Bloomin' Brands, Inc. [Member], Brazilian Joint Venture [Member], USD $) | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | ||
Bloomin' Brands, Inc. [Member] | Brazilian Joint Venture [Member] | ||||
Business Combination, Selective Comparative Unaudited Pro Forma Results of Operations Information [Line Items] | ||||
Total revenues | $4,360,571 | [1] | $4,223,393 | [1] |
Net income attributable to Bloomin’ Brands | $174,769 | [1] | $49,623 | [1] |
Earnings per share: | ||||
Basic | $1.42 | [1] | $0.44 | [1] |
Diluted | $1.36 | [1] | $0.43 | [1] |
[1] | These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting for the following items: (i) fair value and depreciable lives adjustments to property and equipment, (ii) elimination of royalty revenue and expense, (iii) reversal of equity method income in the Company’s operating results, (iv) reversal of professional fees associated with the acquisition and (v) the related tax effects of these adjustments. These unaudited pro forma results of operations do not reflect the one-month reporting lag. |
Acquisitions_Purchase_of_Limit
Acquisitions Purchase of Limited Partnership Interests (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||
Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 01, 2014 | Jan. 02, 2014 | |
restaurant | restaurant | ||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Payments to acquire limited partnership interests | $39,500,000 | ||||||||||||
Net income attributable to Bloomin’ Brands | 22,409,000 | -11,443,000 | 26,391,000 | 53,733,000 | 58,982,000 | 11,294,000 | 74,868,000 | 63,223,000 | 91,090,000 | 208,367,000 | 49,971,000 | ||
Decrease in Bloomin' Brands equity for purchase of limited partnership and joint venture interests | -10,426,000 | -40,582,000 | |||||||||||
Change from net income attributable to Bloomin' Brands and transfers to noncontrolling interests | 79,428,000 | 208,367,000 | 10,275,000 | ||||||||||
Goodwill | 341,540,000 | 352,118,000 | 341,540,000 | 352,118,000 | 270,972,000 | ||||||||
Limited partnerships [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Decrease in Bloomin' Brands equity for purchase of limited partnership and joint venture interests | -11,662,000 | 0 | -39,696,000 | ||||||||||
Bonefish Grill [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Number of restaurant's limited partnership interests acquired | 44 | 37 | |||||||||||
Payments to acquire limited partnership interests | 17,200,000 | ||||||||||||
Franchises purchased during period | 2 | ||||||||||||
Carrabba's Italian Grill [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Number of restaurant's limited partnership interests acquired | 17 | ||||||||||||
Additional paid-in capital [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Decrease in Bloomin' Brands equity for purchase of limited partnership and joint venture interests | -11,662,000 | -39,696,000 | |||||||||||
Additional paid-in capital [Member] | Limited partnerships [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Decrease in Bloomin' Brands equity for purchase of limited partnership and joint venture interests | -11,700,000 | -39,000,000 | |||||||||||
Franchised units [Member] | Bonefish Grill [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Business combination, number of acquirees | 1 | ||||||||||||
Business combination, consideration transferred | 3,200,000 | ||||||||||||
Goodwill | 2,500,000 | ||||||||||||
Business acquisition, goodwill, expected tax deductible amount | 2,500,000 |
Impairments_Disposals_and_Exit2
Impairments, Disposals and Exit Costs (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||||||
Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 28, 2014 | Sep. 28, 2014 | Dec. 31, 2013 | Mar. 30, 2014 | Jan. 26, 2015 | |||
locations | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Provision for impaired assets and restaurant closings | $52,081,000 | $22,838,000 | $13,005,000 | |||||||
Restructuring Reserve [Roll Forward] | ||||||||||
Current assets | 16,667,000 | 1,034,000 | 16,667,000 | 1,034,000 | ||||||
Provision for impaired assets and restaurant closings [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Impairment losses | 37,071,000 | 19,761,000 | 10,584,000 | |||||||
Restaurant closure expenses | 15,010,000 | 3,077,000 | 2,421,000 | |||||||
Domestic Restaurant Closure Initiative [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Impairment losses | 18,700,000 | |||||||||
Number of stores | 22 | 22 | ||||||||
International Restaurant Closure Initiative [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Impairment losses | 10,300,000 | 11,600,000 | ||||||||
Number of stores | 36 | 36 | ||||||||
Restructuring costs | 21,900,000 | |||||||||
Restaurant Closure Initiatives [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Restructuring costs | 26,841,000 | 18,695,000 | 0 | |||||||
Restaurant Closure Initiatives [Member] | Provision for impaired assets and restaurant closings [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Impairment losses | 11,573,000 | 18,695,000 | 0 | |||||||
Roy's divestiture [Member] | ||||||||||
Restructuring Reserve [Roll Forward] | ||||||||||
Current assets | 2,818,000 | 2,818,000 | ||||||||
Property, fixtures and equipment, net | 16,274,000 | 16,274,000 | ||||||||
Intangible assets, net | 5,812,000 | 5,812,000 | ||||||||
Other non-current assets | 591,000 | 591,000 | ||||||||
Total assets | 25,495,000 | [1] | 25,495,000 | [1] | ||||||
Current liabilities | 3,743,000 | 3,743,000 | ||||||||
Non-current liabilities | 3,105,000 | 3,105,000 | ||||||||
Total liabilities | 6,848,000 | [2] | 6,848,000 | [2] | ||||||
Restaurant sales | 68,575,000 | 73,945,000 | 75,721,000 | |||||||
Loss before (benefit) provision for income taxes | -13,612,000 | [3] | -1,844,000 | 923,000 | ||||||
Roy's divestiture [Member] | Provision for impaired assets and restaurant closings [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Impairment losses | 13,400,000 | |||||||||
Corporate aircraft [Member] | ||||||||||
Restructuring Reserve [Roll Forward] | ||||||||||
Total assets | 2,600,000 | 2,600,000 | ||||||||
Proceeds from sale of corporate airplane | 2,500,000 | |||||||||
Corporate aircraft [Member] | Provision for impaired assets and restaurant closings [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Impairment losses | 10,600,000 | |||||||||
Minimum [Member] | International Restaurant Closure Initiative [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Restructuring and related cost, expected cost | 9,000,000 | 9,000,000 | ||||||||
Effect on future cash flows, amount | 18,000,000 | |||||||||
Maximum [Member] | International Restaurant Closure Initiative [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Restructuring and related cost, expected cost | 12,000,000 | 12,000,000 | ||||||||
Effect on future cash flows, amount | 23,000,000 | |||||||||
Facility closing [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Impairment losses | 18,700,000 | |||||||||
Restructuring Reserve [Roll Forward] | ||||||||||
Beginning of the year | 2,232,000 | 990,000 | 2,232,000 | |||||||
Charges | 12,644,000 | 1,573,000 | ||||||||
Cash payments | -4,086,000 | -1,203,000 | ||||||||
Adjustments | 210,000 | 872,000 | ||||||||
End of the year | 11,000,000 | 2,232,000 | 11,000,000 | 2,232,000 | ||||||
Facility closing [Member] | Domestic Restaurant Closure Initiative [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Restaurant closure expenses | 4,900,000 | 4,900,000 | ||||||||
Facility closing [Member] | International Restaurant Closure Initiative [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Lease expiration date, International Restaurant Closure Initiative | 20-Nov-22 | |||||||||
Facility closing [Member] | Restaurant Closure Initiatives [Member] | Provision for impaired assets and restaurant closings [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Restaurant closure expenses | 14,137,000 | 0 | 0 | |||||||
Facility closing [Member] | Minimum [Member] | International Restaurant Closure Initiative [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Restructuring and related cost, expected cost | 7,000,000 | 7,000,000 | ||||||||
Facility closing [Member] | Maximum [Member] | International Restaurant Closure Initiative [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Restructuring and related cost, expected cost | 10,000,000 | 10,000,000 | ||||||||
Contract termination [Member] | Restaurant Closure Initiatives [Member] | Other restaurant operating [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Restaurant closure expenses | -2,911,000 | 0 | 0 | |||||||
Employee severance [Member] | Restaurant Closure Initiatives [Member] | General and administrative expense [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Restaurant closure expenses | 4,042,000 | 0 | 0 | |||||||
Accrued and other current liabilities [Member] | Facility closing [Member] | ||||||||||
Restructuring Reserve [Roll Forward] | ||||||||||
Restructuring reserve, current | 4,700,000 | 1,200,000 | 4,700,000 | 1,200,000 | ||||||
Other long-term liabilities, net [Member] | Facility closing [Member] | ||||||||||
Restructuring Reserve [Roll Forward] | ||||||||||
Restructuring reserve, noncurrent | 6,300,000 | 1,100,000 | 6,300,000 | 1,100,000 | ||||||
Subsequent event [Member] | Roy's divestiture [Member] | ||||||||||
Restructuring Reserve [Roll Forward] | ||||||||||
Disposal group, Roy's, consideration | 10,000,000 | |||||||||
Indemnification agreement [Member] | Subsequent event [Member] | Roy's divestiture [Member] | ||||||||||
Restructuring Reserve [Roll Forward] | ||||||||||
Lease contingency, maximum | $5,000,000 | |||||||||
[1] | The impairment charge of $13.4 million is excluded from the amount presented. | |||||||||
[2] | Liabilities held for sale are included with Accrued and other current liabilities in the Consolidated Balance Sheet. | |||||||||
[3] | Includes impairment charges of $13.4 million for Assets held for sale during the fiscal year 2014. |
Earnings_Per_Share_Basic_and_D
Earnings Per Share (Basic and Diluted EPS) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Earnings Per Share, Basic and Diluted [Line Items] | |||||||||||
Net income attributable to Bloomin’ Brands | $22,409 | ($11,443) | $26,391 | $53,733 | $58,982 | $11,294 | $74,868 | $63,223 | $91,090 | $208,367 | $49,971 |
Basic weighted average common shares outstanding | 125,139 | 122,972 | 111,999 | ||||||||
Effect of diluted securities: | |||||||||||
Diluted weighted average common shares outstanding | 128,317 | 128,074 | 114,821 | ||||||||
Basic earnings per share | $0.18 | ($0.09) | $0.21 | $0.43 | $0.48 | $0.09 | $0.61 | $0.52 | $0.73 | $1.69 | $0.45 |
Diluted earnings per share | $0.17 | ($0.09) | $0.21 | $0.42 | $0.46 | $0.09 | $0.58 | $0.50 | $0.71 | $1.63 | $0.44 |
Stock options [Member] | |||||||||||
Effect of diluted securities: | |||||||||||
Dilutive shares | 3,079 | 4,902 | 2,738 | ||||||||
Nonvested restricted stock and restricted stock units [Member] | |||||||||||
Effect of diluted securities: | |||||||||||
Dilutive shares | 91 | 191 | 84 | ||||||||
Nonvested performance-based share units [Member] | |||||||||||
Effect of diluted securities: | |||||||||||
Dilutive shares | 8 | 9 | 0 |
Earnings_Per_Share_Antidilutiv
Earnings Per Share (Antidilutive Securities) (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities not included in the computation of earnings per share | 3,090 | 1,348 | 1,092 |
Nonvested restricted stock and restricted stock units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities not included in the computation of earnings per share | 206 | 12 | 0 |
Stockbased_and_Deferred_Compen2
Stock-based and Deferred Compensation Plans Equity Compensation Plans (Details) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 13, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $16,993 | $13,857 | $21,540 | |
Stock options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 11,946 | 11,168 | 20,148 | |
Restricted stock and restricted stock units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 3,857 | 2,026 | 1,392 | |
Performance shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $1,190 | $663 | $0 | |
2012 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, automatic annual increase in number of shares authorized, percentage of shares issued and outstanding | 2.00% | |||
2012 Incentive Plan [Member] | Common stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total shares authorized under the equity plan | 7,918,651 |
Stockbased_and_Deferred_Compen3
Stock-based and Deferred Compensation Plans Stock-based Compensation - Stock Options (Details) (USD $) | 12 Months Ended | 7 Months Ended | 0 Months Ended | |||||
Share data in Thousands, except Per Share data, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 06, 2012 | Aug. 13, 2012 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation expense | $16,993,000 | $13,857,000 | $21,540,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||
Granted (shares) | 1,541 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||||
Weighted-average risk-free interest rate | 1.82% | [1] | 1.22% | [1] | 1.11% | [1] | ||
Dividend yield | 0.00% | [2] | 0.00% | [2] | 0.00% | [2] | ||
Expected term | 6 years 3 months | [3] | 6 years 3 months | [3] | 6 years 6 months | [3] | ||
Weighted-average volatility | 48.40% | [4] | 48.60% | [4] | 48.60% | [4] | ||
Weighted-average grant date fair value per option | $11.37 | $9.14 | $6.93 | |||||
Intrinsic value of options exercised | 19,474,000 | 42,661,000 | 523,000 | |||||
Excess tax benefits on stock-based compensation | 2,732,000 | 4,363,000 | ||||||
Cash received from stock options exercised | 9,540,000 | 27,786,000 | 884,000 | |||||
Fair value of stock options vested | 36,614,000 | 47,468,000 | 66,467,000 | [5] | ||||
Share-based compensation arrangement by share-based payment award, options, vested in prior period except for call option, fair value | 39,300,000 | |||||||
Stock options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | 5 years | ||||||
Compensation expense | 11,946,000 | 11,168,000 | 20,148,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||
Outstanding at December 31, 2013 (shares) | 10,010 | |||||||
Exercised (shares) | -1,260 | 0 | ||||||
Forfeited or expired (shares) | -514 | |||||||
Outstanding at December 24, 2014 (shares) | 9,777 | 10,010 | ||||||
Vested and expected to vest at December 28, 2014 (shares) | 9,716 | |||||||
Exercisable at December 28, 2014 (shares) | 6,427 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||||
Outstanding at December 31, 2013 (per share) | $9.54 | |||||||
Granted (per share) | $23.38 | |||||||
Exercised (per share) | $7.53 | |||||||
Forfeited or expired (per share) | $17.07 | |||||||
Outstanding at December 28, 2014 (per share) | $11.59 | $9.54 | ||||||
Vested and expected to vest at December 28, 2014 (per share) | $11.54 | |||||||
Exercisable at December 28, 2014 (per share) | $7.84 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average remaining contractual term | 6 years 2 months 25 days | 6 years 6 months 24 days | ||||||
Outstanding intrinsic value | 120,461,000 | 144,813,000 | ||||||
Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, outstanding, weighted average remaining contractual term | 6 years 2 months 24 days | |||||||
Vested and expected to vest intrinsic value | 120,193,000 | |||||||
Share-based compensation arrangement by share-based payment award, options, exercisable, weighted average remaining contractual term | 5 years 2 months 2 days | |||||||
Exercisable intrinsic value | 102,367,000 | |||||||
Excess tax benefits on stock-based compensation | 2,405,000 | 4,304,000 | 0 | [5] | ||||
Cash received from stock options exercised | 9,540,000 | 27,786,000 | 884,000 | |||||
Tax benefits for stock option compensation expense | 7,576,000 | 4,381,000 | 0 | [5] | ||||
Unrecognized stock option expense | 24,164,000 | |||||||
Remaining weighted-average vesting period | 2 years 10 months 1 day | |||||||
Stock options [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||||||
Accelerated stock compensation expense for vested equity awards [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation expense | $16,000,000 | |||||||
[1] | Risk-free rate is the U.S. Treasury yield curve in effect as of the grant date for periods within the contractual life of the option. | |||||||
[2] | Dividend yield is the level of dividends expected be paid on the Company’s common stock over the expected term of the option. | |||||||
[3] | Expected term represents the period of time that the options are expected to be outstanding. The simplified method of estimating the expected term is used since the Company does not have significant historical exercise experience for its stock options. | |||||||
[4] | Volatility for fiscal years 2014 and 2013 is based on the historical volatilities of the Company’s stock and the stock of comparable peer companies. Volatility for fiscal year 2012 is based on the historical volatilities of the stock of comparable peer companies. | |||||||
[5] | The fair value of stock options that vested during fiscal year 2012 included $39.3 million of stock options that would have vested in prior years without the management call option. |
Stockbased_and_Deferred_Compen4
Stock-based and Deferred Compensation Plans Stock-based Compensation - Restricted Stock and Restricted Stock Units (Details) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted stock and restricted stock units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||||
Outstanding at December 31, 2013 (shares) | 581,000 | |||
Vested (shares) | -146,000 | |||
Forfeited (shares) | -158,000 | |||
Outstanding at December 28, 2014 (shares) | 946,000 | 581,000 | ||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, weighted average grant date fair value [Roll Forward] | ||||
Outstanding at December 31, 2013 (per share) | $18.43 | |||
Vested (per share) | $18.32 | |||
Forfeited (per share) | $19.40 | |||
Outstanding at December 28, 2014 (per share) | $20.08 | $18.43 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Fair value of awards or share units vested during the period | $2,680 | $1,597 | $2,839 | |
Tax benefits for stock option compensation expense | 1,298 | 817 | 0 | [1] |
Unrecognized pre-tax compensation expense | $15,327 | |||
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized, period for recognition | 3 years 2 months 5 days | |||
Restricted stock units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||||
Granted (shares) | 669,000 | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, weighted average grant date fair value [Roll Forward] | ||||
Granted (per share) | $20.88 | |||
Director [Member] | Restricted stock and restricted stock units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Non-directors [Member] | Restricted stock and restricted stock units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
[1] | Excess tax benefits for tax deductions related to restricted stock compensation expense were not recognized in fiscal year 2012 due to a valuation allowance and other available tax credits. |
Stockbased_and_Deferred_Compen5
Stock-based and Deferred Compensation Plans Stock-based Compensation - Performance-based Share Units (Details) (Performance shares [Member], USD $) | 1 Months Ended | 12 Months Ended | |
Feb. 27, 2014 | Dec. 28, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 114.00% | ||
Share-based compensation arrangement by share-based payment award, number of shares that would be issued on vesting of stock units | 1 | ||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, remaining to grant, number | 289,000 | [1] | |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, estimated payout, number | 59,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Outstanding at December 31, 2013 (shares) | 49,000 | ||
Granted (shares) | 110,000 | [2] | |
Vested (shares) | 44,996 | -56,000 | [3] |
Forfeited (shares) | -11,000 | ||
Outstanding at December 28, 2014 (shares) | 92,000 | [4] | |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, nonvested, weighted average grant date fair value [Roll Forward] | |||
Outstanding at December 31, 2013 (per share) | $17.85 | ||
Granted (per share) | $25.07 | [2] | |
Vested (per share) | $16.70 | [3] | |
Forfeited (per share) | $23.10 | ||
Outstanding at December 28, 2014 (per share) | $25.08 | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 0.00% | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 200.00% | ||
2013 Program [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, remaining to grant, number | 103,000 | [1] | |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, estimated payout, number | 19,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Outstanding at December 28, 2014 (shares) | 32,000 | [4] | |
2013 Program [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 0.00% | ||
2013 Program [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 200.00% | ||
2013 Grant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, remaining to grant, number | 12,000 | [1] | |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, estimated payout, number | 6,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Outstanding at December 28, 2014 (shares) | 6,000 | [4] | |
2013 Grant [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 0.00% | ||
2013 Grant [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 100.00% | ||
2014 Program [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, remaining to grant, number | 174,000 | [1] | |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, estimated payout, number | 34,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Outstanding at December 28, 2014 (shares) | 54,000 | [4] | |
2014 Program [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 0.00% | ||
2014 Program [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 200.00% | ||
[1] | Represents target PSUs awarded under each of the identified programs that have not been granted for accounting purposes. These PSUs do not result in the recognition of stock-based compensation expense until the performance target has been set by the Board of Directors as of the beginning of each fiscal year. There is no effect of these PSUs on the Company’s basic or diluted shares outstanding. | ||
[2] | Share unit amounts include the number of PSUs at the target threshold in the current period grant and additional shares earned above target due to exceeding prior period performance criteria. | ||
[3] | In February 2014, 44,996 PSUs vested based upon satisfaction of the 2013 Company performance criteria, representing the achievement of 114% of the annual target threshold. | ||
[4] | Assumes achievement of target threshold of the Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDAâ€) goals for the Company or respective concepts for the 2013 Programs and achievement of target threshold of the Adjusted EPS goal for the 2014 Program. |
Stockbased_and_Deferred_Compen6
Stock-based and Deferred Compensation Plans Deferred Compensation Plans - Area Operations Directors, Managing, Operating and Chef Partner Programs (Details) (Managing and chef partner [Member], USD $) | Dec. 28, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Managing and chef partner [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation liability, current and noncurrent | $155.60 | $148.30 |
Deferred compensations plans, unfunded obligations | $82.60 | $76.50 |
Stockbased_and_Deferred_Compen7
Stock-based and Deferred Compensation Plans Deferred Compensation Plans - Other Benefit Plans (Details) (401(k) plan [Member], USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
401(k) plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Defined contribution plan, employer discretionary contribution amount | $1.10 | $2.10 | $2.10 |
Other_Current_Assets_Net_Detai
Other Current Assets, Net (Details) (USD $) | Dec. 28, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Prepaid expenses | $30,260 | $27,652 |
Other current assets, net | 40,691 | 32,362 |
Total other current assets, net | 206,628 | 117,712 |
Accounts receivable - vendors, net [Member] | ||
Accounts receivable, net | 27,340 | 23,218 |
Accounts receivable - franchisees, net [Member] | ||
Accounts receivable, net | 1,159 | 1,394 |
Accounts receivable - other, net [Member] | ||
Accounts receivable, net | $107,178 | $33,086 |
Property_Fixtures_and_Equipmen2
Property, Fixtures and Equipment, Net (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Mar. 14, 2012 | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Period | ||||
restaurant | ||||
Option | ||||
Investor | ||||
Lease | ||||
Property, Plant and Equipment [Line Items] | ||||
Less: accumulated depreciation | ($1,035,020,000) | ($945,046,000) | ||
Property, fixtures and equipment, net | 1,629,311,000 | 1,633,263,000 | ||
Depreciation expense | 177,504,000 | 156,015,000 | 147,768,000 | |
Repairs and maintenance expense | 108,392,000 | 103,613,000 | 98,039,000 | |
Number of third-party real estate institutional investors in sale-leaseback transaction | 2 | |||
Number of restaurant properties sold and leased back | 67 | |||
Proceeds from sale-leaseback transaction | 192,900,000 | 0 | 0 | 192,886,000 |
Number of REIT master leases | 9 | |||
REIT master leases, initial term | 20 years | |||
Number of lease renewal options | 4 | |||
REIT master leases renewal option term | 5 years | |||
Number of renewal periods at fixed rental amount | 1 | |||
Number of renewal periods based on then-current fair market values | 3 | |||
Sale leaseback transaction, deferred gain, gross | 42,900,000 | |||
Land [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, fixtures and equipment, gross | 262,141,000 | 263,989,000 | ||
Property leased to third parties under operating leases | 13,600,000 | |||
Buildings and building improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, fixtures and equipment, gross | 998,787,000 | 959,102,000 | ||
Furniture and fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, fixtures and equipment, gross | 368,638,000 | 345,040,000 | ||
Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, fixtures and equipment, gross | 531,117,000 | 487,276,000 | ||
Leasehold improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, fixtures and equipment, gross | 457,623,000 | 443,376,000 | ||
Construction in progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, fixtures and equipment, gross | 46,025,000 | 79,526,000 | ||
Building [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property leased to third parties under operating leases | 19,500,000 | |||
Accumulated depreciation, buildings leased to third parties | $4,900,000 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets, Net (Change in Goodwill) (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Balance at beginning of the year | $352,118 | $270,972 | ||
Acquisitions | 2,461 | 141,942 | [1] | |
Translation adjustments | -13,039 | -8,165 | ||
Disposals | 0 | -52,631 | [1] | |
Balance at end of the year | 341,540 | 352,118 | 270,972 | |
Goodwill, gross | 1,126,176 | 1,136,754 | 1,055,608 | |
Accumulated impairment losses | -784,636 | -784,636 | -784,636 | |
Goodwill, impairment loss | $0 | $0 | $0 | |
[1] | Effective November 1, 2013, the Company acquired a controlling interest in the Brazil Joint Venture. Refer to Note 3 - Acquisitions for discussion of goodwill associated with the Brazil acquisition. |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets, Net (Intangible Assets) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 01, 2014 | ||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, accumulated amortization | ($94,217,000) | ($78,357,000) | |||||
Intangible assets, gross (excluding goodwill) | 679,649,000 | 695,490,000 | |||||
Intangible assets, net (excluding goodwill) | 585,432,000 | 617,133,000 | |||||
Impairment of intangible assets, indefinite-lived (excluding goodwill) | 0 | 0 | 0 | ||||
Amortization of intangible assets | 19,807,000 | [1] | 14,405,000 | [1] | 14,550,000 | [1] | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||||
Amortization expense 2015 | 18,256,000 | ||||||
Amortization expense 2016 | 17,229,000 | ||||||
Amortization expense 2017 | 15,336,000 | ||||||
Amortization expense 2018 | 14,940,000 | ||||||
Amortization expense 2019 | 14,465,000 | ||||||
Trademarks [Member] | |||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, gross | 83,991,000 | 88,581,000 | |||||
Finite-lived intangible assets, accumulated amortization | -30,656,000 | -26,619,000 | |||||
Finite-lived intangible assets, net | 53,335,000 | 61,962,000 | |||||
Favorable leases [Member] | |||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, gross | 87,655,000 | 92,511,000 | |||||
Finite-lived intangible assets, accumulated amortization | -43,083,000 | -39,759,000 | |||||
Finite-lived intangible assets, net | 44,572,000 | 52,752,000 | |||||
Franchise agreements [Member] | |||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, gross | 14,881,000 | 14,881,000 | |||||
Finite-lived intangible assets, accumulated amortization | -8,633,000 | -7,488,000 | |||||
Finite-lived intangible assets, net | 6,248,000 | 7,393,000 | |||||
Reacquired franchise rights [Member] | |||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, gross | 70,023,000 | 77,418,000 | |||||
Finite-lived intangible assets, accumulated amortization | -6,072,000 | -516,000 | |||||
Finite-lived intangible assets, net | 63,951,000 | 76,902,000 | |||||
Other intangible assets [Member] | |||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, gross | 9,099,000 | 9,099,000 | |||||
Finite-lived intangible assets, accumulated amortization | -5,773,000 | -3,975,000 | |||||
Finite-lived intangible assets, net | 3,326,000 | 5,124,000 | |||||
Trade names [Member] | |||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||||||
Indefinite-lived intangible assets (excluding goodwill) | 414,000,000 | 413,000,000 | |||||
Weighted average [Member] | |||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, weighted average remaining amortization period | 12 years | ||||||
Weighted average [Member] | Trademarks [Member] | |||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, remaining amortization period | 14 years | ||||||
Weighted average [Member] | Favorable leases [Member] | |||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, remaining amortization period | 9 years | ||||||
Weighted average [Member] | Franchise agreements [Member] | |||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, remaining amortization period | 6 years | ||||||
Weighted average [Member] | Reacquired franchise rights [Member] | |||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, remaining amortization period | 13 years | ||||||
Weighted average [Member] | Other intangible assets [Member] | |||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, remaining amortization period | 2 years | ||||||
Carrabba's Italian Grill [Member] | |||||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||||
Royalty fee, restaurants opened outside the U.S., level one | 100,000 | ||||||
Royalty fee, restaurants opened outside the U.S., level two | 75,000 | ||||||
Royalty fee, restaurants opened outside the U.S., level three | 50,000 | ||||||
Number of restaurants outside the U.S. with prepaid trade name fees | 10 | ||||||
Restaurant royalty percentage based on lunch sales, new U.S. locations | 0.50% | ||||||
Restaurant royalty percentage based on lunch sales, existing U.S. locations | 0.50% | ||||||
Carrabba's Italian Grill [Member] | Trade names [Member] | |||||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||||
Payments to acquire intangible assets | $1,000,000 | ||||||
Carrabba's Italian Grill [Member] | Maximum [Member] | |||||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||||
Square feet, royalty fee for restaurants opened outside the U.S., level two | 5,000 | ||||||
Square feet, royalty fee for restaurants opened outside the U.S., level three | 3,500 | ||||||
Carrabba's Italian Grill [Member] | Minimum [Member] | |||||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||||
Square feet, royalty fee for restaurants opened outside the U.S., level one | 5,000 | ||||||
Square feet, royalty fee for restaurants opened outside the U.S., level two | 3,500 | ||||||
Square feet, size of restaurants opened outside the U.S. with prepaid trade name fees | 5,000 | ||||||
[1] | Amortization expense is recorded in Depreciation and amortization and Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income. |
Other_Assets_Net_Details
Other Assets, Net (Details) (USD $) | 12 Months Ended | ||||
Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Other Assets [Abstract] | |||||
Company-owned life insurance | $64,067,000 | $66,749,000 | |||
Deferred financing fees | 6,917,000 | [1] | 12,354,000 | [1] | |
Liquor licenses | 27,844,000 | 27,793,000 | |||
Other assets | 57,135,000 | 58,223,000 | |||
Other assets, net | 155,963,000 | 165,119,000 | |||
Accumulated amortization, deferred financing fees | 6,100,000 | 11,400,000 | |||
Amortization of deferred financing fees | $3,116,000 | $3,574,000 | $8,222,000 | ||
[1] | Net of accumulated amortization of $6.1 million and $11.4 million at December 28, 2014 and December 31, 2013, respectively. |
Accrued_and_Other_Current_Liab2
Accrued and Other Current Liabilities (Details) (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 31, 2013 | |
Payables and Accruals [Abstract] | ||
Accrued payroll and other compensation | $121,548,000 | $100,955,000 |
Accrued insurance | 19,455,000 | 20,710,000 |
Other current liabilities | 96,841,000 | 75,449,000 |
Accrued and other liabilities, current | 237,844,000 | 197,114,000 |
Internal Revenue Service (IRS) [Member] | Employer's share of FICA taxes [Member] | ||
Income Tax Examination [Line Items] | ||
Payments for other taxes | 5,000,000 | |
FICA tax audit loss contingency, accrual | 12,000,000 | 17,000,000 |
Accrued and other current liabilities [Member] | Internal Revenue Service (IRS) [Member] | Employer's share of FICA taxes [Member] | ||
Income Tax Examination [Line Items] | ||
FICA tax audit loss contingency, accrual, current | 12,000,000 | 5,000,000 |
Other long-term liabilities, net [Member] | Internal Revenue Service (IRS) [Member] | Employer's share of FICA taxes [Member] | ||
Income Tax Examination [Line Items] | ||
FICA tax audit loss contingency, accrual, noncurrent | $0 | $12,000,000 |
Schedule_of_Longterm_Debt_Net_
(Schedule of Long-term Debt, Net) (Details) (USD $) | 12 Months Ended | 2 Months Ended | ||||||
Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 24, 2015 | 16-May-14 | Oct. 26, 2012 | |||
Debt instrument [Line Items] | ||||||||
Capital lease obligations | $634,000 | $1,255,000 | ||||||
Total debt and capital lease obligations | 1,321,916,000 | 1,429,295,000 | ||||||
Current portion of long-term debt | -25,964,000 | -13,546,000 | ||||||
Debt instrument, unamortized discount | -6,073,000 | -10,152,000 | ||||||
Total long-term debt and capital lease obligations | 1,289,879,000 | 1,405,597,000 | ||||||
Repayments of lines of credit | 194,000,000 | 100,000,000 | 144,000,000 | |||||
2012 CMBS loan [Member] | ||||||||
Debt instrument [Line Items] | ||||||||
Long-term debt, gross | 470,959,000 | 484,479,000 | ||||||
Secured debt [Member] | Term Loan A Facility [Member] | ||||||||
Debt instrument [Line Items] | ||||||||
Long-term debt, gross | 296,250,000 | [1] | 0 | |||||
Debt instrument, unamortized discount | -2,900,000 | |||||||
Debt instrument, interest rate at period end | 2.16% | 0.00% | ||||||
Secured debt [Member] | Term Loan B Facility [Member] | ||||||||
Debt instrument [Line Items] | ||||||||
Long-term debt, gross | 225,000,000 | [1] | 935,000,000 | |||||
Debt instrument, unamortized discount | -10,000,000 | |||||||
Debt instrument, interest rate at period end | 3.50% | 3.50% | ||||||
Secured debt [Member] | Revolving credit facility [Member] | ||||||||
Debt instrument [Line Items] | ||||||||
Revolving credit facility | 325,000,000 | [1] | 0 | 400,000,000 | ||||
Debt instrument, interest rate at period end | 2.16% | 0.00% | ||||||
Secured debt [Member] | Senior Secured Credit Facility [Member] | ||||||||
Debt instrument [Line Items] | ||||||||
Long-term debt, gross | 846,250,000 | 935,000,000 | ||||||
Mortgages [Member] | First mortgage loan [Member] | ||||||||
Debt instrument [Line Items] | ||||||||
Long-term debt, gross | 299,765,000 | 311,644,000 | ||||||
Mezzanine mortgage debt [Member] | First mezzanine loan [Member] | ||||||||
Debt instrument [Line Items] | ||||||||
Long-term debt, gross | 85,127,000 | 86,131,000 | ||||||
Debt instrument, interest rate at period end | 9.00% | 9.00% | ||||||
Mezzanine mortgage debt [Member] | Second mezzanine loan [Member] | ||||||||
Debt instrument [Line Items] | ||||||||
Long-term debt, gross | 86,067,000 | 86,704,000 | ||||||
Debt instrument, interest rate at period end | 11.25% | 11.25% | ||||||
Unsecured debt [Member] | ||||||||
Debt instrument [Line Items] | ||||||||
Other long-term debt, noncurrent | 4,073,000 | [2] | 8,561,000 | [2] | ||||
Unsecured debt [Member] | Notes payable, other payables [Member] | ||||||||
Debt instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage rate range, minimum | 0.52% | 0.58% | ||||||
Debt instrument, interest rate, stated percentage rate range, maximum | 7.00% | 7.00% | ||||||
Subsequent event [Member] | ||||||||
Debt instrument [Line Items] | ||||||||
Repayments of lines of credit | 60,000,000 | |||||||
Subsequent event [Member] | Term Loan A Facility [Member] | ||||||||
Debt instrument [Line Items] | ||||||||
Repayments of secured debt | 3,800,000 | |||||||
Subsequent event [Member] | Term Loan B Facility [Member] | ||||||||
Debt instrument [Line Items] | ||||||||
Repayments of secured debt | $10,000,000 | |||||||
Weighted average [Member] | Mortgages [Member] | First mortgage loan [Member] | ||||||||
Debt instrument [Line Items] | ||||||||
Debt instrument, interest rate at period end | 4.08% | [3] | 4.02% | [3] | ||||
[1] | Subsequent to December 28, 2014, the Company made payments of $3.8 million, $10.0 million and $60.0 million on its Term loan A, Term loan B and revolving credit facility, respectively. | |||||||
[2] | Balance is comprised of sale-leaseback obligations and uncollateralized notes payable. Interest rates presented relate to the notes payable. | |||||||
[3] | Represents the weighted-average interest rate for the respective period. |
Longterm_Debt_Net_Details
Long-term Debt, Net (Details) (USD $) | 12 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||
Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 29, 2014 | Jun. 30, 2013 | 16-May-14 | Mar. 27, 2012 | Oct. 26, 2012 | ||||
subsidiaries | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, unamortized discount | $6,073,000 | $10,152,000 | |||||||||
Loss on extinguishment and modification of debt | 11,092,000 | 14,586,000 | 20,957,000 | ||||||||
Year 1 | 27,601,000 | [1] | |||||||||
Year 2 | 40,147,000 | ||||||||||
Year 3 | 460,983,000 | ||||||||||
Year 4 | 24,403,000 | ||||||||||
Year 5 | 767,524,000 | ||||||||||
Thereafter | 1,258,000 | ||||||||||
Total debt and capital lease obligations | 1,321,916,000 | 1,429,295,000 | |||||||||
Term Loan A Facility [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Quarterly required amortization payments, period one | 3,750,000 | ||||||||||
Quarterly required amortization payments, period two | 5,625,000 | ||||||||||
Quarterly required amortization payments, period three | 7,500,000 | ||||||||||
Senior Secured Credit Facility [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Loss on extinguishment and modification of debt | -11,100,000 | [2] | |||||||||
Secured debt [Member] | Term Loan B Facility [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Loss on extinguishment and modification of debt | -14,600,000 | ||||||||||
Secured debt [Member] | Senior Secured Credit Facility [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 1,225,000,000 | ||||||||||
Secured debt [Member] | Term Loan A Facility [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, face amount | 300,000,000 | ||||||||||
Debt instrument, unamortized discount | 2,900,000 | ||||||||||
Debt instrument, maturity date | 16-May-19 | ||||||||||
Secured debt [Member] | Term Loan A Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 0.75% | ||||||||||
Secured debt [Member] | Term Loan A Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||||||
Secured debt [Member] | Term Loan A Facility [Member] | Eurocurrency Rate [Member] | Minimum [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||||||
Secured debt [Member] | Term Loan A Facility [Member] | Eurocurrency Rate [Member] | Maximum [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||||||
Secured debt [Member] | Term Loan B Facility [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, face amount | 225,000,000 | 1,000,000,000 | |||||||||
Debt instrument, unamortized discount | 10,000,000 | ||||||||||
Debt instrument, maturity date | 26-Oct-19 | ||||||||||
Secured debt [Member] | Term Loan B Facility [Member] | Base Rate [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||||||
Secured debt [Member] | Term Loan B Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 2.00% | ||||||||||
Secured debt [Member] | Term Loan B Facility [Member] | Eurocurrency Rate [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||||
Secured debt [Member] | Term Loan B Facility [Member] | Eurocurrency Rate [Member] | Minimum [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 1.00% | ||||||||||
Secured debt [Member] | Revolving credit facility [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 600,000,000 | 225,000,000 | |||||||||
Debt instrument, maturity date | 16-May-19 | ||||||||||
Draw on revolving credit facility | 325,000,000 | [3] | 0 | 400,000,000 | |||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.30% | ||||||||||
Letters of credit outstanding, amount | 29,600,000 | ||||||||||
Secured debt [Member] | Revolving credit facility [Member] | Base Rate [Member] | Minimum [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 0.75% | ||||||||||
Secured debt [Member] | Revolving credit facility [Member] | Base Rate [Member] | Maximum [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||||||
Secured debt [Member] | Revolving credit facility [Member] | Eurocurrency Rate [Member] | Minimum [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||||||
Secured debt [Member] | Revolving credit facility [Member] | Eurocurrency Rate [Member] | Maximum [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||||||
Secured debt [Member] | Amended Credit Agreement [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 1,125,000,000 | ||||||||||
Debt covenants compliance, quarterly total net leverage ratio, initial maximum ratio level | 5 | ||||||||||
Debt covenants compliance, quarterly total net leverage ratio, step-down maximum ratios level | 4.75 | ||||||||||
Debt instrument, covenant, prepayment requirement, percentage of benchmark | 50.00% | ||||||||||
Secured debt [Member] | Amended Credit Agreement [Member] | Base Rate option 2 [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||||||
Secured debt [Member] | Amended Credit Agreement [Member] | Base Rate option 3 [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Variable rate description | the Eurocurrency Rate with a one-month interest period | ||||||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||||||
Secured debt [Member] | Amended Credit Agreement [Member] | Eurocurrency Rate option 1 [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Variable rate description | seven day Eurocurrency rate | ||||||||||
Secured debt [Member] | Letter of credit [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Letters of credit fee, percentage | 2.13% | ||||||||||
Mortgages [Member] | 2012 CMBS loan [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, face amount | 500,000,000 | ||||||||||
Debt instrument, maturity date | 10-Apr-17 | ||||||||||
Number of subsidiaries | 2 | ||||||||||
Mortgages [Member] | First mortgage loan [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, face amount | 324,800,000 | ||||||||||
Number of properties securing debt | 261 | ||||||||||
Number of debt instruments | 1 | ||||||||||
Number of fixed rate components in first mortgage loan, 2012 CMBS Loan | 5 | ||||||||||
Number of floating rate components in first mortgage loan, 2012 CMBS Loan | 1 | ||||||||||
Mortgages [Member] | First mortgage loan [Member] | Fixed rate [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
First mortgage loan, fixed rate components, minimum | 2.37% | ||||||||||
First mortgage loan, fixed rate components, maximum | 6.81% | ||||||||||
Mezzanine mortgage debt [Member] | Mezzanine loans | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, face amount | 175,200,000 | ||||||||||
Number of debt instruments | 2 | ||||||||||
Mezzanine mortgage debt [Member] | First mezzanine loan [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 9.00% | ||||||||||
Mezzanine mortgage debt [Member] | Second mezzanine loan [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 11.25% | ||||||||||
Loss on extinguishment and modification of debt [Member] | Senior Secured Credit Facility [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Loss on extinguishment and modification of debt | 11,092,000 | [2] | 0 | 9,149,000 | |||||||
Early extinguishment of debt, write-off of deferred financing fees | 5,500,000 | ||||||||||
Extinguishment of debt, write off of unamortized debt discount | 4,900,000 | ||||||||||
Payments of debt extinguishment costs, prepayment premium | 700,000 | ||||||||||
Loss on extinguishment and modification of debt [Member] | Secured debt [Member] | Term Loan B Facility [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Loss on extinguishment and modification of debt | 0 | 14,586,000 | [4] | 0 | |||||||
Extinguishment of debt, write off of unamortized debt discount | 1,200,000 | ||||||||||
Payments of debt extinguishment costs, prepayment premium | 9,800,000 | ||||||||||
Loss on extinguishment and modification of debt [Member] | Secured debt [Member] | Term Loan B Facility [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Early extinguishment of debt, write-off of deferred financing fees | 1,200,000 | ||||||||||
Third-party finance costs expensed | 2,400,000 | ||||||||||
Loss on extinguishment and modification of debt [Member] | Senior notes [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Loss on extinguishment and modification of debt | 0 | 0 | 8,956,000 | ||||||||
Loss on extinguishment and modification of debt [Member] | Mortgages [Member] | 2012 CMBS loan [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Loss on extinguishment and modification of debt | 0 | 0 | 2,852,000 | ||||||||
30-day London Interbank Offered Rate (LIBOR) [Member] | First mortgage loan [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Variable rate description | 30-day LIBOR | ||||||||||
30-day London Interbank Offered Rate (LIBOR) [Member] | Mortgages [Member] | First mortgage loan [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 2.37% | ||||||||||
30-day London Interbank Offered Rate (LIBOR) [Member] | Mortgages [Member] | First mortgage loan [Member] | Minimum [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 1.00% | ||||||||||
Other assets [Member] | Senior Secured Credit Facility [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Deferred finance costs, gross | 3,800,000 | ||||||||||
Current portion of long-term debt [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Debt instrument, unamortized discount | $1,600,000 | ||||||||||
OSI Restaurant Partners LLC [Member] | Secured debt [Member] | Term Loan B Facility [Member] | Base Rate option 1 [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Variable rate description | prime rate of Wells Fargo, National Association | ||||||||||
OSI Restaurant Partners LLC [Member] | Secured debt [Member] | Term Loan B Facility [Member] | Base Rate option 2 [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Variable rate description | federal funds effective rate | ||||||||||
OSI Restaurant Partners LLC [Member] | Secured debt [Member] | Term Loan B Facility [Member] | Eurocurrency Rate option 2 [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Variable rate description | 30-day Eurocurrency rate | ||||||||||
OSI Restaurant Partners LLC [Member] | Secured debt [Member] | Term Loan B Facility [Member] | Eurocurrency Rate option 3 [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Variable rate description | 60-day Eurocurrency rate | ||||||||||
OSI Restaurant Partners LLC [Member] | Secured debt [Member] | Term Loan B Facility [Member] | Eurocurrency Rate option 4 [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Variable rate description | 90-day Eurocurrency rate | ||||||||||
OSI Restaurant Partners LLC [Member] | Secured debt [Member] | Term Loan B Facility [Member] | Eurocurrency Rate Option 5 [Member] | |||||||||||
Debt instrument [Line Items] | |||||||||||
Variable rate description | 180-day Eurocurrency rate | ||||||||||
[1] | Excludes unamortized discount of $1.6 million. | ||||||||||
[2] | The loss was comprised of write-offs of $5.5 million of deferred financing fees and $4.9 million of unamortized debt discount and a prepayment penalty of $0.7 million. | ||||||||||
[3] | Subsequent to December 28, 2014, the Company made payments of $3.8 million, $10.0 million and $60.0 million on its Term loan A, Term loan B and revolving credit facility, respectively. | ||||||||||
[4] | The loss was comprised of a prepayment penalty of $9.8 million, third-party financing costs of $2.4 million and the write-down of $1.2 million each of deferred financing fees and unamortized debt discount. |
Other_Longterm_Liabilities_Net2
Other Long-term Liabilities, Net (Details) (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 31, 2013 | |
officer | ||
Accrued Liabilities and Other Liabilities, Noncurrent [Line Items] | ||
Accrued insurance liability | $42,922,000 | $43,635,000 |
Unfavorable leases, net of accumulated amortization | 49,492,000 | 54,843,000 |
Chef and managing partner deferred compensation obligations | 90,564,000 | 109,529,000 |
Deferred gain on sale-leaseback transaction, net of accumulated amortization | 35,864,000 | 36,910,000 |
Other long-term liabilities | 41,563,000 | 41,869,000 |
Total other long-term liabilities, net | 260,405,000 | 286,786,000 |
Number of executive officers with split-dollar life insurance policies | 1 | |
Payments to terminate split-dollar life insurance policies | 2,000,000 | 5,200,000 |
General and administrative expense [Member] | ||
Accrued Liabilities and Other Liabilities, Noncurrent [Line Items] | ||
Net gain on termination of split-dollar life insurance policies | 1,900,000 | 4,700,000 |
Other long-term liabilities, net [Member] | ||
Accrued Liabilities and Other Liabilities, Noncurrent [Line Items] | ||
Split dollar insurance liability, noncurrent | 1,200,000 | 5,000,000 |
Executive officer [Member] | ||
Accrued Liabilities and Other Liabilities, Noncurrent [Line Items] | ||
Split dollar insurance policies, death benefits | $5,000,000 |
Redeemable_Noncontrolling_Inte2
Redeemable Noncontrolling Interests (Details) (USD $) | 12 Months Ended |
Dec. 28, 2014 | |
Redeemable Noncontrolling Interests [Abstract] | |
Balance, beginning of period | $21,984,000 |
Net income attributable to Redeemable noncontrolling interests | 666,000 |
Contributions by noncontrolling shareholders | 1,456,000 |
Transfer to redeemable noncontrolling interest | 627,000 |
Balance, end of period | 24,733,000 |
Noncontrolling interest, change in redemption value | $0 |
Stockholders_Equity_Initial_Pu
Stockholders' Equity (Initial Public Offering) (Details) (USD $) | 12 Months Ended | ||
Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Initial Public Offering [Line Items] | |||
Proceeds from initial public offering | $0 | $0 | $142,242,000 |
Offering related expenses | 14,000,000 | ||
Common stock [Member] | |||
Initial Public Offering [Line Items] | |||
Issuance of common stock in connection with initial public offering, shares | 14,196,845 | ||
Offering price, per share, initial public offering | $11 | ||
Proceeds from initial public offering | 142,200,000 | ||
OSI's senior note due 2015 | Senior notes [Member] | |||
Initial Public Offering [Line Items] | |||
Debt instrument, interest rate, stated percentage | 10.00% | ||
Chief Executive Officer [Member] | |||
Initial Public Offering [Line Items] | |||
Management bonus agreements, bonus payment accelerated | 22,400,000 | ||
Chief Executive Officer [Member] | General and administrative expense [Member] | |||
Initial Public Offering [Line Items] | |||
Accelerated bonus expense | $18,100,000 |
Stockholders_Equity_Stockholde
Stockholders' Equity Stockholders' Equity (Share Repurchase) (Details) (USD $) | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 28, 2014 |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stock repurchase program, authorized amount | $100 |
Stock repurchase program expiration date | 12-Jun-16 |
Shares repurchased | 0 |
Stockholders_Equity_Stockholde1
Stockholders' Equity Stockholders' Equity (Dividend) (Details) (Subsequent event [Member], USD $) | 0 Months Ended |
Feb. 12, 2015 | |
Subsequent event [Member] | |
Dividends Payable [Line Items] | |
Common stock, dividends, per share, declared | $0.06 |
Stockholders_Equity_Stockholde2
Stockholders' Equity Stockholders' Equity (Accumulated Other Comprehensive Income (Loss)) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balances as of December 31, 2013 | ($26,418) | ||
Other comprehensive loss, net of tax | -34,124 | -11,617 | 7,543 |
Balances as of December 28, 2014 | -60,542 | -26,418 | |
Accumulated translation adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balances as of December 31, 2013 | -26,418 | ||
Other comprehensive loss, net of tax | -31,731 | ||
Balances as of December 28, 2014 | -58,149 | ||
Accumulated net gain (loss) from designated or qualifying cash flow hedges [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balances as of December 31, 2013 | 0 | ||
Other comprehensive loss, net of tax | -2,393 | ||
Balances as of December 28, 2014 | ($2,393) |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities Narrative (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 27, 2012 | Sep. 09, 2014 | Apr. 14, 2014 | Dec. 27, 2015 | Apr. 13, 2014 | ||
counterparties | |||||||||
Derivative [Line Items] | |||||||||
Unrealized losses on derivatives, net of tax | ($2,393,000) | $0 | $0 | ||||||
London Interbank Offered Rate (LIBOR) [Member] | First mortgage loan [Member] | |||||||||
Derivative [Line Items] | |||||||||
Variable rate description | 30-day LIBOR | ||||||||
Designated as hedging instrument [Member] | Interest rate swap [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, inception date | 9-Sep-14 | ||||||||
Derivative agreements, number of counterparties | 8 | ||||||||
Derivative, notional amount | 400,000,000 | ||||||||
Derivative, maturity date | 16-May-19 | ||||||||
Derivative, average fixed interest rate | 2.02% | ||||||||
Interest rate derivative liabilities, at fair value | 3,924,000 | [1] | |||||||
Interest payable | 0 | ||||||||
Derivative, effective date | 30-Jun-15 | ||||||||
Derivative, net hedge ineffectiveness gain (loss) | 0 | ||||||||
Other comprehensive income (loss), unrealized gain (loss) on derivatives arising during period, before tax | -3,924,000 | ||||||||
Other comprehensive income (loss), unrealized gain (loss) on derivatives arising during period, tax | 1,531,000 | ||||||||
Unrealized losses on derivatives, net of tax | -2,393,000 | ||||||||
Number of derivatives with each counterparty | 1 | ||||||||
Derivative, net liability position, aggregate fair value | 4,000,000 | ||||||||
Designated as hedging instrument [Member] | London Interbank Offered Rate (LIBOR) [Member] | Interest rate swap [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, description of terms | 30-day LIBOR | ||||||||
Not designated as hedging instrument [Member] | Commodity [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount | 2,700,000 | ||||||||
Commodity derivative instruments not designated as hedging instruments liability, at fair value | 566,000 | ||||||||
Derivative instruments not designated as hedging instruments, gain (loss), net | -629,000 | ||||||||
Not designated as hedging instrument [Member] | First mortgage loan [Member] | Mortgages [Member] | Interest rate cap [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount | 48,700,000 | ||||||||
Not designated as hedging instrument [Member] | London Interbank Offered Rate (LIBOR) [Member] | 2012 CMBS loan [Member] | |||||||||
Derivative [Line Items] | |||||||||
Variable rate description | 30-day LIBOR | ||||||||
Not designated as hedging instrument [Member] | 30-day LIBOR [Member] | |||||||||
Derivative [Line Items] | |||||||||
Interest rate cap interest rate | 7.00% | ||||||||
Other restaurant operating [Member] | Not designated as hedging instrument [Member] | Commodity [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative instruments not designated as hedging instruments, gain (loss), net | -629,000 | ||||||||
Interest expense [Member] | Scenario, forecast [Member] | Designated as hedging instrument [Member] | Interest rate swap [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative instruments, gain (loss) reclassification from accumulated OCI to income, estimated net amount to be transferred | 3,000,000 | ||||||||
Accrued and other current liabilities [Member] | Designated as hedging instrument [Member] | Interest rate swap [Member] | |||||||||
Derivative [Line Items] | |||||||||
Interest rate derivative liabilities, at fair value | 2,617,000 | ||||||||
Accrued and other current liabilities [Member] | Not designated as hedging instrument [Member] | Commodity [Member] | |||||||||
Derivative [Line Items] | |||||||||
Commodity derivative instruments not designated as hedging instruments liability, at fair value | 566,000 | ||||||||
Other long-term liabilities, net [Member] | Designated as hedging instrument [Member] | Interest rate swap [Member] | |||||||||
Derivative [Line Items] | |||||||||
Interest rate derivative liabilities, at fair value | $1,307,000 | ||||||||
[1] | See Note 17 - Fair Value Measurements for fair value discussion of the interest rate swaps. |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 16-May-14 | |||
Secured debt [Member] | Term Loan A Facility [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Long-term debt, gross | $296,250 | [1] | $0 | ||||
Secured debt [Member] | Term Loan B Facility [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Long-term debt, gross | 225,000 | [1] | 935,000 | ||||
Secured debt [Member] | Revolving credit facility [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Revolving credit facility | 325,000 | [1] | 0 | 400,000 | |||
Mortgages [Member] | First mortgage loan [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Long-term debt, gross | 299,765 | 311,644 | |||||
Mezzanine mortgage debt [Member] | CMBS 2012 first mezzanine loan [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Long-term debt, gross | 85,127 | 86,131 | |||||
Mezzanine mortgage debt [Member] | CMBS 2012 second mezzanine loan [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Long-term debt, gross | 86,067 | 86,704 | |||||
Unsecured debt [Member] | Notes payable, other payables [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Other notes payable | 2,722 | 6,186 | |||||
Fair value, inputs, level 2 [Member] | Secured debt [Member] | Term Loan A Facility [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Loans payable | 294,769 | 0 | |||||
Fair value, inputs, level 2 [Member] | Secured debt [Member] | Term Loan B Facility [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Loans payable | 222,188 | 936,169 | |||||
Fair value, inputs, level 2 [Member] | Secured debt [Member] | Revolving credit facility [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Loans payable | 322,563 | 0 | |||||
Fair value, inputs, level 2 [Member] | Mortgages [Member] | First mortgage loan [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Loans payable | 0 | 0 | |||||
Fair value, inputs, level 2 [Member] | Mezzanine mortgage debt [Member] | CMBS 2012 first mezzanine loan [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Loans payable | 0 | 0 | |||||
Fair value, inputs, level 2 [Member] | Mezzanine mortgage debt [Member] | CMBS 2012 second mezzanine loan [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Loans payable | 0 | 0 | |||||
Fair value, inputs, level 2 [Member] | Unsecured debt [Member] | Notes payable, other payables [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Other notes payable | 0 | 0 | |||||
Fair value, inputs, level 3 [Member] | Secured debt [Member] | Term Loan A Facility [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Loans payable | 0 | 0 | |||||
Fair value, inputs, level 3 [Member] | Secured debt [Member] | Term Loan B Facility [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Loans payable | 0 | 0 | |||||
Fair value, inputs, level 3 [Member] | Secured debt [Member] | Revolving credit facility [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Loans payable | 0 | 0 | |||||
Fair value, inputs, level 3 [Member] | Mortgages [Member] | First mortgage loan [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Loans payable | 308,563 | 318,787 | |||||
Fair value, inputs, level 3 [Member] | Mezzanine mortgage debt [Member] | CMBS 2012 first mezzanine loan [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Loans payable | 85,187 | 86,131 | |||||
Fair value, inputs, level 3 [Member] | Mezzanine mortgage debt [Member] | CMBS 2012 second mezzanine loan [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Loans payable | 86,988 | 87,571 | |||||
Fair value, inputs, level 3 [Member] | Unsecured debt [Member] | Notes payable, other payables [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Other notes payable | 2,625 | 5,912 | |||||
Fair value, measurements, recurring [Member] | Fair value, inputs, level 1 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Assets, fair value disclosure, recurring | 15,804 | 11,905 | |||||
Liabilities, fair value disclosure, recurring | 0 | 0 | |||||
Fair value, measurements, recurring [Member] | Fair value, inputs, level 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Assets, fair value disclosure, recurring | 0 | 0 | |||||
Liabilities, fair value disclosure, recurring | 4,490 | 0 | |||||
Provision for impaired assets and restaurant closings [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Asset impairment charges | 37,071 | 19,761 | 10,584 | ||||
Provision for impaired assets and restaurant closings [Member] | Fair value, measurements, nonrecurring [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Asset impairment charges | 37,071 | 19,761 | 10,584 | ||||
Provision for impaired assets and restaurant closings [Member] | Assets held-for-sale [Member] | Fair value, measurements, nonrecurring [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Impairment of long-lived assets to be disposed of | 23,974 | 0 | 0 | ||||
Provision for impaired assets and restaurant closings [Member] | Property, plant and equipment [Member] | Fair value, measurements, nonrecurring [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Long-lived assets held and used, losses | 13,097 | 19,761 | 10,584 | ||||
Assets measured with impairment, year-to-date [Member] | Assets held-for-sale [Member] | Fair value, inputs, level 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Long-lived assets held and used or held for sale, fair value disclosure | 9,613 | 0 | 0 | ||||
Assets measured with impairment, year-to-date [Member] | Property, plant and equipment [Member] | Fair value, inputs, level 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Long-lived assets held and used or held for sale, fair value disclosure | 1,800 | 8,300 | 3,600 | ||||
Assets measured with impairment, year-to-date [Member] | Property, plant and equipment [Member] | Fair value, inputs, level 3 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Long-lived assets held and used or held for sale, fair value disclosure | 600 | 1,600 | 2,600 | ||||
Fixed income funds [Member] | Fair value, measurements, recurring [Member] | Fair value, inputs, level 1 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Cash equivalents | 4,602 | 9,849 | |||||
Fixed income funds [Member] | Fair value, measurements, recurring [Member] | Fair value, inputs, level 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Cash equivalents | 0 | 0 | |||||
Money market funds [Member] | Fair value, measurements, recurring [Member] | Fair value, inputs, level 1 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Cash equivalents | 7,842 | 1,988 | |||||
Restricted cash | 3,360 | 68 | |||||
Money market funds [Member] | Fair value, measurements, recurring [Member] | Fair value, inputs, level 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Cash equivalents | 0 | 0 | |||||
Restricted cash | 0 | 0 | |||||
Accrued and other current liabilities [Member] | Fair value, measurements, recurring [Member] | Fair value, inputs, level 1 [Member] | Interest rate swap [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative liability, current | 0 | 0 | |||||
Accrued and other current liabilities [Member] | Fair value, measurements, recurring [Member] | Fair value, inputs, level 1 [Member] | Commodity [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative liability, current | 0 | 0 | |||||
Accrued and other current liabilities [Member] | Fair value, measurements, recurring [Member] | Fair value, inputs, level 2 [Member] | Interest rate swap [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative liability, current | 2,617 | 0 | |||||
Accrued and other current liabilities [Member] | Fair value, measurements, recurring [Member] | Fair value, inputs, level 2 [Member] | Commodity [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative liability, current | 566 | 0 | |||||
Other long-term liabilities, net [Member] | Fair value, measurements, recurring [Member] | Fair value, inputs, level 1 [Member] | Interest rate swap [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Financial liabilities fair value disclosure | 0 | 0 | |||||
Other long-term liabilities, net [Member] | Fair value, measurements, recurring [Member] | Fair value, inputs, level 2 [Member] | Interest rate swap [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Financial liabilities fair value disclosure | 1,307 | 0 | |||||
Reported value measurement [Member] | Fair value, measurements, recurring [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Assets, fair value disclosure, recurring | 15,804 | 11,905 | |||||
Liabilities, fair value disclosure, recurring | 4,490 | 0 | |||||
Reported value measurement [Member] | Assets measured with impairment, year-to-date [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Long-lived assets held and used or held for sale, fair value disclosure | 12,042 | 9,990 | 6,178 | ||||
Reported value measurement [Member] | Assets measured with impairment, year-to-date [Member] | Assets held-for-sale [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Long-lived assets held and used or held for sale, fair value disclosure | 9,613 | [2] | 0 | [2] | 0 | [2] | |
Reported value measurement [Member] | Assets measured with impairment, year-to-date [Member] | Property, plant and equipment [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Long-lived assets held and used or held for sale, fair value disclosure | 2,429 | [3] | 9,990 | [3] | 6,178 | [3] | |
Reported value measurement [Member] | Fixed income funds [Member] | Fair value, measurements, recurring [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Cash equivalents | 4,602 | 9,849 | |||||
Reported value measurement [Member] | Money market funds [Member] | Fair value, measurements, recurring [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Cash equivalents | 7,842 | 1,988 | |||||
Restricted cash | 3,360 | 68 | |||||
Reported value measurement [Member] | Accrued and other current liabilities [Member] | Fair value, measurements, recurring [Member] | Interest rate swap [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative liability, current | 2,617 | 0 | |||||
Reported value measurement [Member] | Accrued and other current liabilities [Member] | Fair value, measurements, recurring [Member] | Commodity [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative liability, current | 566 | 0 | |||||
Reported value measurement [Member] | Other long-term liabilities, net [Member] | Fair value, measurements, recurring [Member] | Interest rate swap [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Financial liabilities fair value disclosure | $1,307 | $0 | |||||
[1] | Subsequent to December 28, 2014, the Company made payments of $3.8 million, $10.0 million and $60.0 million on its Term loan A, Term loan B and revolving credit facility, respectively. | ||||||
[2] | Carrying value approximates fair value with all assets measured using Level 2 inputs. Refer to Note 4 - Impairments, Disposals and Exit Costs for discussion of impairments related to corporate airplanes and Roy’s. | ||||||
[3] | Carrying value approximates fair value. Carrying values for assets measured using Level 2 inputs totaled $1.8 million, $8.3 million and $3.6 million for fiscal years 2014, 2013 and 2012, respectively. Assets measured using Level 3 inputs, had carrying values of $0.6 million, $1.6 million and $2.6 million for fiscal years 2014, 2013 and 2012, respectively. Refer to Note 4 - Impairments, Disposals and Exit Costs for discussion of impairments related to restaurant closure initiatives. |
Income_Taxes_Components_of_Inc
Income Taxes Components of Income Tax (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Domestic | $124,157 | $112,674 | $43,744 |
Foreign | -4,187 | 59,686 | 29,666 |
Income before provision (benefit) for income taxes | 119,970 | 172,360 | 73,410 |
Current provision: | |||
Federal | 13,364 | 21,518 | 15 |
State | 7,687 | 10,196 | 10,896 |
Foreign | 16,616 | 9,681 | 8,637 |
Current provision | 37,667 | 41,395 | 19,548 |
Deferred (benefit) provision: | |||
Federal | -8,842 | -83,437 | 397 |
State | 688 | -347 | -8,118 |
Foreign | -5,469 | 181 | 279 |
Deferred benefit | -13,623 | -83,603 | -7,442 |
Provision (benefit) for income taxes | $24,044 | ($42,208) | $12,106 |
Income taxes at federal statutory rate | 35.00% | 35.00% | 35.00% |
State and local income taxes, net of federal benefit | 3.20% | 3.60% | 2.20% |
Valuation allowance on deferred income tax assets | 1.50% | -30.60% | 24.20% |
Employment-related credits, net | -24.20% | -22.30% | -31.00% |
Net life insurance expense | -0.80% | -1.60% | -1.30% |
Noncontrolling interests | -1.20% | -2.80% | -7.80% |
Tax settlements and related adjustments | 1.70% | 0.70% | -1.00% |
Gain on remeasurement of equity method investment | 0.00% | -6.80% | 0.00% |
Foreign rate differential | 2.70% | -1.40% | -4.50% |
Other, net | 2.10% | 1.70% | 0.70% |
Total | 20.00% | -24.50% | 16.50% |
Income_Taxes_Deferred_Income_T
Income Taxes Deferred Income Tax Assets and Liabilities (Details) (USD $) | Dec. 28, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred income tax assets: | ||
Deferred rent | $46,226 | $40,555 |
Insurance reserves | 22,082 | 23,226 |
Unearned revenue | 16,248 | 13,494 |
Deferred compensation | 70,849 | 66,607 |
Net operating loss carryforwards | 9,193 | 5,612 |
Federal tax credit carryforwards | 160,266 | 155,321 |
Partner deposits and accrued partner obligations | 18,026 | 22,586 |
Other, net | 11,585 | 2,594 |
Gross deferred income tax assets | 354,475 | 329,995 |
Less: valuation allowance | -5,658 | -4,526 |
Net deferred income tax assets | 348,817 | 325,469 |
Deferred income tax liabilities: | ||
Less: property, fixtures and equipment basis differences | -198,532 | -184,984 |
Less: intangible asset basis differences | -155,741 | -160,111 |
Less: deferred gain on extinguishment of debt | -45,782 | -57,231 |
Net deferred income tax liabilities | ($51,238) | ($76,857) |
Income_Taxes_Narrative_Details
Income Taxes Narrative (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||
Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2011 | |
Income Tax Contingency [Line Items] | ||||||
Income tax expense (benefit) recorded | $24,044,000 | ($42,208,000) | $12,106,000 | |||
Undistributed earnings of foreign subsidiaries | 147,700,000 | |||||
State net operating loss carryforwards | 13,631,000 | |||||
General business tax credits | 156,794,000 | |||||
Foreign net operating loss carryforwards | 31,482,000 | |||||
Unrecognized tax benefits | 17,563,000 | 17,068,000 | 13,591,000 | 14,039,000 | ||
Portion of unrecognized tax benefits, including accrued interest and penalties, that if recognized, would impact the effective tax rate | 18,300,000 | 17,200,000 | ||||
Income tax penalties and interest benefit | 1,500,000 | 200,000 | 600,000 | |||
Unrecognized tax benefits, income tax penalties and interest accrued | 2,200,000 | 2,100,000 | ||||
Undistributed earnings [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Income tax expense (benefit) recorded | 0 | |||||
State and local jurisdiction [Member] | Minimum [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Operating loss carryforwards, expiration dates | 1-Jan-20 | |||||
State and local jurisdiction [Member] | Maximum [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Operating loss carryforwards, expiration dates | 1-Jan-33 | |||||
Foreign tax authority [Member] | Minimum [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Operating loss carryforwards, expiration dates | 1-Jan-17 | |||||
Internal Revenue Service (IRS) [Member] | Minimum [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax credit carryforward, expiration date | 1-Jan-31 | |||||
Internal Revenue Service (IRS) [Member] | Maximum [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax credit carryforward, expiration date | 1-Jan-34 | |||||
South Korea tax authority [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
South Korean tax deposit | 7,900,000 | |||||
South Korea tax authority [Member] | Minimum [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Income tax examination, year under examination | 2008 | |||||
South Korea tax authority [Member] | Maximum [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Income tax examination, year under examination | 2012 | |||||
South Korea tax authority [Member] | Income tax expense (benefit) [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Loss contingency, range of possible loss, maximum, South Korea income tax audit | 7,900,000 | |||||
U.S. net deferred income tax assets [Member] | Deferred tax assets related to purchases of limited partnerships and joint venture interests [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Change in valuation allowance | 67,700,000 | 52,000,000 | ||||
U.S. net deferred income tax assets [Member] | Additional paid-in capital [Member] | Deferred tax assets related to purchases of limited partnerships and joint venture interests [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Change in valuation allowance | 15,700,000 | |||||
U.S. net deferred income tax assets [Member] | Income tax expense (benefit) [Member] | Deferred tax assets related to purchases of limited partnerships and joint venture interests [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Change in valuation allowance | 52,000,000 | |||||
Discrete income tax benefit attributable to valuation allowance release | $44,800,000 | |||||
Earliest tax year [Member] | State and local jurisdiction [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax year open to examination under the statute of limitations | 2001 | |||||
Earliest tax year [Member] | Foreign tax authority [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax year open to examination under the statute of limitations | 2007 | |||||
Earliest tax year [Member] | Internal Revenue Service (IRS) [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax year open to examination under the statute of limitations | 2007 | |||||
Latest tax year [Member] | State and local jurisdiction [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax year open to examination under the statute of limitations | 2013 | |||||
Latest tax year [Member] | Foreign tax authority [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax year open to examination under the statute of limitations | 2013 | |||||
Latest tax year [Member] | Internal Revenue Service (IRS) [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax year open to examination under the statute of limitations | 2013 |
Income_Taxes_Unrecognized_Tax_
Income Taxes Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits beginning balance | $17,068 | $13,591 | $14,039 |
Additions for tax positions taken during a prior period | 2,177 | 73 | 416 |
Reductions for tax positions taken during a prior period | -422 | -26 | -291 |
Additions for tax positions taken during the current period | 2,649 | 1,960 | 2,153 |
Additions for tax positions on acquisition | 0 | 2,799 | 0 |
Settlements with taxing authorities | -3,935 | -488 | -1,788 |
Lapses in the applicable statutes of limitations | -120 | -841 | -938 |
Translation adjustments | 146 | 0 | 0 |
Unrecognized tax benefits ending balance | $17,563 | $17,068 | $13,591 |
Commitments_and_Contingencies_1
Commitments and Contingencies Operating Leases (Details) (USD $) | 12 Months Ended | |||||
Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Operating Leased Assets [Line Items] | ||||||
Rental expense | $169,701,000 | [1] | $156,720,000 | [1] | $140,866,000 | [1] |
Contingent rent expense | 8,000,000 | 6,500,000 | 6,100,000 | |||
2015 | 146,855,000 | |||||
2016 | 131,858,000 | |||||
2017 | 113,210,000 | |||||
2018 | 97,241,000 | |||||
2019 | 79,700,000 | |||||
Thereafter | 444,042,000 | |||||
Total minimum lease payments | 1,012,906,000 | [2] | ||||
Minimum sublease rentals | $2,100,000 | |||||
Minimum [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Operating leases, renewal option, period | 5 years | |||||
Maximum [Member] | ||||||
Operating Leased Assets [Line Items] | ||||||
Operating leases, renewal option, period | 30 years | |||||
[1] | Includes contingent rent expense of $8.0 million, $6.5 million and $6.1 million for fiscal years 2014, 2013 and 2012, respectively. | |||||
[2] | Total minimum lease payments have not been reduced by minimum sublease rentals of $2.1 million due in future periods under non-cancelable subleases. |
Commitments_and_Contingencies_2
Commitments and Contingencies Purchase Obligations (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 31, 2013 |
supplier | ||
Concentration Risk [Line Items] | ||
Purchase obligations | $563.20 | $439.80 |
Number of primary beef suppliers | 4 | |
Percentage of marketplace | 90.00% | |
Beef [Member] | Supplier concentration risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 90.00% |
Commitments_and_Contingencies_3
Commitments and Contingencies Litigation and Other Matters (Details) (Pending litigation [Member]) | 0 Months Ended | |
Oct. 04, 2013 | Nov. 08, 2013 | |
employee | employee | |
Employee [Member] | ||
Loss Contingencies [Line Items] | ||
Number of employees party to lawsuit | 2 | |
Franchisee employee [Member] | ||
Loss Contingencies [Line Items] | ||
Number of employees party to lawsuit | 3 | |
Subsidiaries [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, number of defendants | 2 | |
Franchisee [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, number of defendants | 1 |
Commitments_and_Contingencies_4
Commitments and Contingencies Insurance (Details) (USD $) | Dec. 28, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Insurance [Line Items] | ||
2015 | $19,515 | |
2016 | 12,459 | |
2017 | 8,041 | |
2018 | 4,959 | |
2019 | 2,614 | |
Thereafter | 16,569 | |
Total | 64,157 | 66,109 |
Discount rate | 0.83% | 0.78% |
Less: discount | -1,780 | -1,764 |
Self insurance reserve | 62,377 | 64,345 |
Accrued and other current liabilities [Member] | ||
Insurance [Line Items] | ||
Self insurance reserve, current | 19,455 | 20,710 |
Other long-term liabilities, net [Member] | ||
Insurance [Line Items] | ||
Self insurance reserve, noncurrent | $42,922 | $43,635 |
Related_Parties_Details
Related Parties (Details) (General and administrative expense [Member], Bain Capital, Catterton and Founders [Member], USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2012 |
General and administrative expense [Member] | Bain Capital, Catterton and Founders [Member] | |
Related Party Transaction [Line Items] | |
Management, termination and other fees, amount paid | $13.80 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||
Revenues | $1,108,486 | [1] | $1,065,454 | [1] | $1,110,912 | $1,157,859 | [1] | $1,050,555 | $967,569 | $1,018,856 | $1,092,250 | $4,442,711 | $4,129,230 | $3,987,795 | ||||
Income (loss) from operations | 40,668 | [1] | -1,121 | [1] | 62,391 | 90,026 | [1] | 31,101 | [2] | 29,510 | [2] | 67,886 | 96,860 | 191,964 | 225,357 | 181,137 | ||
Net income (loss) | 23,934 | [1] | -10,830 | [1] | 27,722 | [1] | 55,100 | [1] | 60,914 | [2] | 12,134 | 76,464 | [2] | 65,056 | 95,926 | 214,568 | 61,304 | |
Net income (loss) attributable to Bloomin’ Brands | $22,409 | ($11,443) | $26,391 | $53,733 | $58,982 | $11,294 | $74,868 | $63,223 | $91,090 | $208,367 | $49,971 | |||||||
Earnings (loss) per share: | ||||||||||||||||||
Basic | $0.18 | ($0.09) | $0.21 | $0.43 | $0.48 | $0.09 | $0.61 | $0.52 | $0.73 | $1.69 | $0.45 | |||||||
Diluted | $0.17 | ($0.09) | $0.21 | $0.42 | $0.46 | $0.09 | $0.58 | $0.50 | $0.71 | $1.63 | $0.44 | |||||||
[1] | Total revenues in the first, third and fourth quarters of 2014 include $7.5 million, $6.9 million and $31.6 million, respectively, of less restaurant sales due to a change in the Company’s fiscal year end. Income from operations in the first quarter of 2014 includes $4.9 million of pre-tax restaurant closing charges incurred in connection with the Domestic Restaurant Closure Initiative. Income from operations in the third and fourth quarters of 2014 includes asset impairment charges of $16.6 million and $7.4 million, respectively, associated with the Company’s decision to sell its Roy’s concept and corporate aircraft. Income from operations in the third and fourth quarters of 2014 includes $11.6 million and $10.3 million, respectively, of pre-tax impairments and restaurant closing costs incurred in connection with the International Restaurant Closure Initiative and $5.4 million and $3.6 million, respectively, of severance expense incurred as a result of the Company’s organizational realignment. Net income in the first, third and fourth quarters of 2014 includes $1.5 million, $1.4 million and $6.3 million, respectively, of less net income due to a change in the Company’s fiscal year end. Net income for the second quarter of 2014 includes an $11.1 million loss in connection with a refinancing of the Company’s Senior Secured Credit Facility. | |||||||||||||||||
[2] | Income from operations in the third and fourth quarters of 2013 includes $5.0 million and $12.0 million, respectively, of expenses associated with a payroll tax contingency. Income from operations in the fourth quarter of 2013 includes impairment charges of $18.7 million incurred in connection with the Domestic Restaurant Closure Initiative. Net income in the second quarter of 2013 includes an income tax benefit of $52.0 million related to a reduction of the U.S. valuation allowance and a $14.6 million loss related to the repricing of the Company’s Term Loan B. As a result of the Company’s acquisition of a controlling interest in the Brazil Joint Venture, net income in the fourth quarter of 2013 includes a gain of $36.6 million from the remeasurement of the previously held equity investment. |
Selected_Quarterly_Financial_D3
Selected Quarterly Financial Data (Unaudited) Footnotes (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||||||
Dec. 28, 2014 | Sep. 28, 2014 | Dec. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 30, 2014 | Jun. 29, 2014 | Jun. 30, 2013 | Oct. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | ||
Selected Quarterly Financial Information [Line Items] | ||||||||||||
Severance costs | $3,600,000 | $5,400,000 | ||||||||||
Loss on extinguishment and modification of debt | -11,092,000 | -14,586,000 | -20,957,000 | |||||||||
Gain on remeasurement of equity method investment | 0 | 36,608,000 | 0 | |||||||||
Restaurant sales [Member] | ||||||||||||
Selected Quarterly Financial Information [Line Items] | ||||||||||||
Change in fiscal period, estimated financial impact on reporting period | 31,600,000 | 6,900,000 | 46,000,000 | 7,500,000 | ||||||||
Net income (loss) attributable to Bloomin' Brands [Member] | ||||||||||||
Selected Quarterly Financial Information [Line Items] | ||||||||||||
Change in fiscal period, estimated financial impact on reporting period | 6,300,000 | 1,400,000 | 9,200,000 | 1,500,000 | ||||||||
Senior Secured Credit Facility [Member] | ||||||||||||
Selected Quarterly Financial Information [Line Items] | ||||||||||||
Loss on extinguishment and modification of debt | 11,100,000 | [1] | ||||||||||
Term Loan B Facility [Member] | Secured debt [Member] | ||||||||||||
Selected Quarterly Financial Information [Line Items] | ||||||||||||
Loss on extinguishment and modification of debt | 14,600,000 | |||||||||||
Brazilian Joint Venture [Member] | ||||||||||||
Selected Quarterly Financial Information [Line Items] | ||||||||||||
Gain on remeasurement of equity method investment | 36,600,000 | 36,600,000 | ||||||||||
Facility closing [Member] | ||||||||||||
Selected Quarterly Financial Information [Line Items] | ||||||||||||
Asset impairment charges | 18,700,000 | |||||||||||
Employer's share of FICA taxes [Member] | Internal Revenue Service (IRS) [Member] | ||||||||||||
Selected Quarterly Financial Information [Line Items] | ||||||||||||
Loss contingency accrual, provision | 12,000,000 | 5,000,000 | ||||||||||
U.S. net deferred income tax assets [Member] | Deferred tax assets related to purchases of limited partnerships and joint venture interests [Member] | ||||||||||||
Selected Quarterly Financial Information [Line Items] | ||||||||||||
Change in valuation allowance | 67,700,000 | 52,000,000 | ||||||||||
International Restaurant Closure Initiative [Member] | ||||||||||||
Selected Quarterly Financial Information [Line Items] | ||||||||||||
Asset impairment charges | 10,300,000 | 11,600,000 | ||||||||||
Domestic Restaurant Closure Initiative [Member] | ||||||||||||
Selected Quarterly Financial Information [Line Items] | ||||||||||||
Asset impairment charges | 18,700,000 | |||||||||||
Domestic Restaurant Closure Initiative [Member] | Facility closing [Member] | ||||||||||||
Selected Quarterly Financial Information [Line Items] | ||||||||||||
Restaurant closure expenses | 4,900,000 | 4,900,000 | ||||||||||
Roy's and corporate aircraft [Member] | ||||||||||||
Selected Quarterly Financial Information [Line Items] | ||||||||||||
Asset impairment charges | $7,400,000 | $16,600,000 | ||||||||||
[1] | The loss was comprised of write-offs of $5.5 million of deferred financing fees and $4.9 million of unamortized debt discount and a prepayment penalty of $0.7 million. |