Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
MARKET INFORMATION AND DIVIDENDS
Our common stock is listed on the Nasdaq Global Select Market under the symbol “BLMN”.
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.
HOLDERS
As of February 19, 2021, there were 93 holders of record of our common stock. The number of registered holders does not include holders who are beneficial owners whose shares are held in street name by brokers and other nominees.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table presents the securities authorized for issuance under our equity compensation plans as of December 27, 2020:
(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
NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) (1)
Equity compensation plans approved by security holders 5,422 $ 19.76 9,464
____________________
(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
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.
30
Table of Contents
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
The following graph depicts total return to stockholders from December 24, 2015 through December 27, 2020, relative to the performance of the Standard & Poor’s 500 Index and the Standard & Poor’s 500 Consumer Discretionary Sector, a peer group. The graph assumes an investment of $100 in our common stock and in each index on December 24, 2015 (the last business day of the fiscal year of investment) and the reinvestment of dividends paid since that date. The stock price performance shown in the graph is not necessarily indicative of future price performance.
DECEMBER 24,
2015 DECEMBER 25,
2016 DECEMBER 31,
2017 DECEMBER 30,
2018 DECEMBER 29,
2019 DECEMBER 27,
2020
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
Standard & Poor’s Consumer Discretionary $ 100.00 $ 107.06 $ 129.91 $ 129.55 $ 168.52 $ 219.02
31
Table of Contents
BLOOMIN’ BRANDS, INC.
Item 6. Selected Financial Data
FISCAL YEAR
(in thousands, except share and per share data) 2020 2019 2018 2017 2016
Operating Results:
Revenues
Restaurant sales $ 3,144,636 $ 4,075,014 $ 4,060,871 $ 4,164,063 $ 4,221,920
Franchise and other revenues 25,925 64,375 65,542 59,073 38,753
Total revenues (1) $ 3,170,561 $ 4,139,389 $ 4,126,413 $ 4,223,136 $ 4,260,673
(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
Balance Sheet Data:
Total assets (6) $ 3,362,107 $ 3,592,683 $ 2,464,774 $ 2,561,894 $ 2,622,810
Total operating lease liabilities (6) $ 1,393,457 $ 1,450,917 $ — $ — $ —
Total debt, net $ 1,036,480 $ 1,048,704 $ 1,094,775 $ 1,118,104 $ 1,089,485
Total stockholders’ equity (7) $ 10,957 $ 177,481 $ 54,817 $ 81,231 $ 226,063
Common stock outstanding (7) 87,856 86,946 91,272 91,913 103,922
Cash Flow Data:
Investing activities:
Capital expenditures $ (87,842) $ (161,926) $ (208,224) $ (260,589) $ (260,578)
Proceeds from sale-leaseback transactions, net $ — $ 7,085 $ 16,160 $ 98,840 $ 530,684
Financing activities:
Repurchase of common stock (7) $ — $ (106,992) $ (113,967) $ (272,916) $ (310,334)
____________________
Note: 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.
(2) 2020 includes: (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) $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 certain restructuring events.
(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.
(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.
32
Table of Contents
BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS