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Item 5. Market for Registrant’s Common Equity

2021-02-24 compared with 2020-02-26 · 34 added, 22 removed, 55 unchanged (50% of the section changed)

2 unchanged sentences

Our common stock is listed on the Nasdaq Global Select Market under the symbol “BLMN”.

We have paid quarterly cash dividends on shares of our common stock since 2015.

Future dividend payments will depend on earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board of Directors (our “Board”) considers relevant.

The terms of our debt agreements permit dividend payments, subject to certain restrictions.

We began paying quarterly cash dividends on shares of our common stock in 2015.

However, under our Amended Credit Agreement, we are restricted from paying dividends until after September 26, 2021 and we are compliant with our financial covenants.

Future dividend payments after that date will depend on earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board of Directors (our “Board”) considers relevant.

As of February 19, 2021, there were 93 holders of record of our common stock.

2 unchanged sentences

The following table presents the securities authorized for issuance under our equity compensation plans as of December 27, 2020:

(shares in thousands)

PLAN CATEGORY

NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS

(shares in thousands) (a) (b) (c)

PLAN CATEGORY NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS

WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS

3 unchanged sentences

(1) The shares remaining available for issuance may be issued in the form of stock options, restricted stock units or other stock awards under the 2020 Omnibus Incentive Compensation Plan.

UNREGISTERED SALES OF EQUITY SECURITIES

Convertible Senior Notes and Warrants - In May 2020, we issued $230.0 million of 5.00% senior notes that are convertible into approximately 19.348 million shares of our common stock, at the initial conversion rate, and mature on May 1, 2025, unless earlier converted, redeemed or purchased by us (the “2025 Notes”).

In connection with the offering of the 2025 Notes , we also sold warrants for approximately 19.348 million shares of our common stock with an initial strike price of $16.64.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

On February 12, 2019 , the Board of Directors authorized the repurchase of $150.0 million of our outstanding common stock as announced in our press release issued on February 14, 2019 (the “2019 Share Repurchase Program”).

The 2019 Share Repurchase Program will expire on August 12, 2020.

We did not repurchase any shares of our outstanding common stock during the thirteen weeks ended December 27, 2020.

The terms of our Amended Credit Agreement contain certain restrictions on share repurchases until after September 26, 2021 and we are compliant with our financial covenants.

BLOOMIN’ BRANDS, INC.

It is management’s intent to prioritize debt payments in the near term, even after credit agreement restrictions on paying dividends and repurchasing shares of our common stock lapse.

STOCK PERFORMANCE GRAPH

2 unchanged sentences

The stock price performance shown in the graph is not necessarily indicative of future price performance.

2015 DECEMBER 25,

2016 DECEMBER 31,

2017 DECEMBER 30,

2018 DECEMBER 29,

2019 DECEMBER 27,

Bloomin’ Brands, Inc.

(BLMN) $ 100.00 $ 108.52 $ 129.02 $ 108.18 $ 135.91 $ 120.08

Standard & Poor’s 500 $ 100.00 $ 112.27 $ 135.29 $ 128.25 $ 170.52 $ 198.47

7 unchanged sentences

Total revenues (1) $ 3,170,561 $ 4,139,389 $ 4,126,413 $ 4,223,136 $ 4,260,673

Income from operations (2)

Net income including noncontrolling interests (2) (3)

Net income attributable to Bloomin’ Brands (2) (3)

Basic earnings per share

Diluted earnings per share (4)

(Loss) income from operations (2) $ (174,973) $ 191,090 $ 145,253 $ 138,686 $ 123,750

Net (loss) income including noncontrolling interests (2) (3) $ (158,795) $ 134,117 $ 109,538 $ 103,608 $ 43,987

Net (loss) income attributable to common stockholders (2) (3) (4) $ (162,211) $ 130,573 $ 107,098 $ 101,293 $ 39,388

(Loss) earnings per share attributable to common stockholders:

Basic $ (1.85) $ 1.47 $ 1.16 $ 1.05 $ 0.35

Diluted (5) $ (1.85) $ 1.45 $ 1.14 $ 1.02 $ 0.34

Cash dividends declared per common share $ 0.20 $ 0.40 $ 0.36 $ 0.32 $ 0.28

12 unchanged sentences

____________________

This selected consolidated financial data should be read in conjunction with the consolidated financial statements and notes thereto, included in Item 8 and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in Item 7 of this Report.

This selected consolidated financial data should be read in conjunction with the consolidated financial statements and notes thereto, within Item 8 and Management’s Discussion and Analysis of Financial Condition and Results of Operations, within Item 7 of this Report.

(1) Fiscal year 2020 Total revenues were significantly impacted by the COVID-19 pandemic.

There were 53 operating weeks in 2017, versus 52 operating weeks for all other periods presented.

This additional week resulted in an increase in Total revenues of $80.4 million during 2017.

Due to the change in our fiscal year end in 2014, Total revenues for 2015 includes $24.3 million of higher Restaurant sales.

(2) 2020 includes:

(i) $10.6 million of asset impairments and closing costs primarily related to the restructuring of certain international markets, including Puerto Rico and China, certain approved closure and restructuring initiatives and the relocation of certain restaurants, (ii) $5.5 million of severance expense from the restructuring of certain functions, (iii) $3.8 million of gains related to the sale of certain surplus properties and (iv) $6.0 million of gains from the recognition of certain value-added tax credits in Brazil.

(i) $93.8 million of charges in connection with the economic impact of the COVID-19 pandemic and (ii) $32.4 million of expenses incurred as a result of transformational and restructuring activities.

2019 includes:

(i) $29.5 million of asset impairments and closing costs primarily related to the restructuring of certain international markets, including Puerto Rico and China, certain approved closure and restructuring initiatives, reclassification of assets to held for sale in connection with refranchising certain restaurants and the restructuring of our Express concept, (ii) $8.6 million of asset impairments and restaurant closing costs related to the relocation of certain restaurants and (iii) $3.5 million of severance expense from the restructuring of certain functions.

(i) $10.6 million of asset impairments and closing costs primarily related to the restructuring of certain international markets, certain approved closure and restructuring initiatives and the relocation of certain restaurants, (ii) $5.5 million of severance expense from the restructuring of certain functions, (iii) $3.8 million of gains related to the sale of certain surplus properties and (iv) $6.0 million of gains from the recognition of certain value-added tax credits in Brazil.

2018 includes:

(i) $29.5 million of asset impairments and closing costs primarily related to various restructuring, refranchising and closure activities, (ii) $8.6 million of asset impairments and restaurant closing costs related to the relocation of certain restaurants and (iii) $3.5 million of severance expense from the restructuring of certain functions.

2017 includes:

(i) $42.8 million of asset impairments and closing costs primarily related to certain closure and restructuring initiatives, the remeasurement of certain surplus properties and for our China subsidiary, (ii) $12.5 million of asset impairments and restaurant closing costs related to the relocation of certain restaurants and (iii) $11.0 million of severance expense incurred as a result of a restructuring event.

2016 includes:

(i) $51.4 million of asset impairments and closing costs related to certain closure and restructuring initiatives, (ii) $43.1 million of asset impairments related to the refranchising of Outback Steakhouse South Korea and for our Puerto Rico subsidiary, (iii) $7.2 million of asset impairments and restaurant closing costs related to the relocation of certain restaurants and (iv) $5.5 million of severance expense as a result of a restructuring event and the relocation of our Fleming’s operations center to the corporate home office.

2015 includes $4.9 million of higher income from operations due to a change in our fiscal year end and $31.8 million of asset impairments and restaurant closing costs related to certain closure and restructuring initiatives.

Includes $27.0 million of loss on defeasance, extinguishment and modification of debt in 2016.

(3) Fiscal year 2020 includes $6.3 million of additional interest expense from debt discount amortization related to the issuance of our 2025 Notes.

Fiscal year 2016 includes $27.0 million of loss on defeasance, extinguishment and modification of debt.

(4) During 2020, Net loss attributable to common stockholders increased by $3.5 million for consideration paid in excess of the carrying value of preferred shares of our Abbraccio subsidiary.

(5) Fiscal year 2017 includes $0.11 of additional diluted earnings per share from a 53rd operating week.

On December 31, 2019, we recorded $1.3 billion of right-of-use assets and $1.5 billion of lease liabilities upon adoption of the new lease standard discussed in Note 2 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements.

In 2019, 2018, 2017, 2016 and 2015, we repurchased 5.5 million , 5.1 million , 13.8 million, 16.6 million and 7.6 million shares, respectively, of our outstanding common stock.

(6) In 2019, we recorded $1.3 billion of right-of-use assets and $1.5 billion of lease liabilities upon adoption of the new lease standard.

(7) In 2019, 2018, 2017 and 2016, we repurchased 5.5 million, 5.1 million, 13.8 million and 16.6 million shares, respectively, of our outstanding common stock.

During 2018, we issued 4.0 million shares of our common stock through the exercise of stock options.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity