SEC Filing | Bloomin’ Brands, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	March 29, 2020
	or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______ to ______

Commission File Number: 001-35625

https://cdn.kscope.io/8abf53a4377f7caf17f44a89c5e436d6-blmnlogov3.jpg

BLOOMIN’ BRANDS, INC.

(Exact name of registrant as specified in its charter)



Delaware		20-8023465
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

2202 North West Shore Boulevard, Suite 500, Tampa, Florida 33607

(Address of principal executive offices) (Zip Code)

(813) 282-1225

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class		Trading Symbol(s)	Name of each exchange on which registered
Common Stock	$0.01 par value	BLMN	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 18, 2020, 87,486,017 shares of common stock of the registrant were outstanding.

Table of Contents

BLOOMIN’ BRANDS, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the Quarterly Period Ended March 29, 2020

(Unaudited)

TABLE OF CONTENTS



	PART I — FINANCIAL INFORMATION	Page No.

Item 1.	Financial Statements (Unaudited)	3

	Consolidated Financial Statements:

	Consolidated Balance Sheets — March 29, 2020 and December 29, 2019	3

	Consolidated Statements of Operations and Comprehensive (Loss) Income — For the Thirteen Weeks Ended March 29, 2020 and March 31, 2019	4

	Consolidated Statements of Changes in Stockholders’ Equity — For the Thirteen Weeks Ended March 29, 2020 and March 31, 2019	5

	Condensed Consolidated Statements of Cash Flows — For the Thirteen Weeks Ended March 29, 2020 and March 31, 2019	6

	Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49

Item 4.	Controls and Procedures	49

	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	50

Item 1A.	Risk Factors	50

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52

Item 5.	Other Information	52

Item 6.	Exhibits	53

	Signature	54

Table of Contents

BLOOMIN’ BRANDS, INC.

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA, UNAUDITED)



	MARCH 29, 2020			DECEMBER 29, 2019
ASSETS
Current assets
Cash and cash equivalents	$	403,395		$	67,145
Inventories	68,087			86,861
Other current assets, net	100,964			186,462
Total current assets	572,446			340,468
Property, fixtures and equipment, net	996,091			1,036,077
Operating lease right-of-use assets	1,249,750			1,266,548
Goodwill	282,628			288,439
Intangible assets, net	468,082			470,615
Deferred income tax assets, net	95,870			73,426
Other assets, net	101,734			117,110
Total assets	$	3,766,601		$	3,592,683
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	141,221		$	174,877
Accrued and other current liabilities	378,357			391,451
Unearned revenue	289,085			369,282
Current portion of long-term debt	29,367			26,411
Total current liabilities	838,030			962,021
Non-current operating lease liabilities	1,281,372			1,279,051
Deferred income tax liabilities	9,151			13,777
Long-term debt, net	1,389,273			1,022,293
Other long-term liabilities, net	148,632			138,060
Total liabilities	3,666,458			3,415,202
Commitments and contingencies (Note 18)
Stockholders’ equity
Bloomin’ Brands stockholders’ equity
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of March 29, 2020 and December 29, 2019	—			—
Common stock, $0.01 par value, 475,000,000 shares authorized; 87,416,867 and 86,945,869 shares issued and outstanding as of March 29, 2020 and December 29, 2019, respectively	874			869
Additional paid-in capital	1,074,081			1,094,338
Accumulated deficit	(793,992		)	(755,089		)
Accumulated other comprehensive loss	(189,013		)	(169,776		)
Total Bloomin’ Brands stockholders’ equity	91,950			170,342
Noncontrolling interests	8,193			7,139
Total stockholders’ equity	100,143			177,481
Total liabilities and stockholders’ equity	$	3,766,601		$	3,592,683

The accompanying notes are an integral part of these consolidated financial statements.

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BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)



	THIRTEEN WEEKS ENDED
	MARCH 29, 2020			MARCH 31, 2019
Revenues
Restaurant sales	$	996,237		$	1,111,642
Franchise and other revenues	12,100			16,489
Total revenues	1,008,337			1,128,131
Costs and expenses
Cost of sales	319,693			352,111
Labor and other related	309,269			319,015
Other restaurant operating	246,555			250,854
Depreciation and amortization	48,268			49,482
General and administrative	84,802			70,589
Provision for impaired assets and restaurant closings	41,318			3,586
Total costs and expenses	1,049,905			1,045,637
(Loss) income from operations	(41,568		)	82,494
Other expense, net	(793		)	(168		)
Interest expense, net	(11,708		)	(11,181		)
(Loss) income before (benefit) provision for income taxes	(54,069		)	71,145
(Benefit) provision for income taxes	(19,655		)	5,496
Net (loss) income	(34,414		)	65,649
Less: net income attributable to noncontrolling interests	197			1,349
Net (loss) income attributable to Bloomin’ Brands	(34,611		)	64,300
Redemption of preferred stock in excess of carrying value	(3,496		)	—
Net (loss) income attributable to common stockholders	$	(38,107	)	$	64,300

Net (loss) income	$	(34,414	)	$	65,649
Other comprehensive (loss) income:
Foreign currency translation adjustment	(7,961		)	5,755
Unrealized loss on derivatives, net of tax	(13,336		)	(4,381		)
Reclassification of adjustment for loss (gain) on derivatives included in Net (loss) income, net of tax	1,396			(364		)
Comprehensive (loss) income	(54,315		)	66,659
Less: comprehensive (loss) income attributable to noncontrolling interests	(467		)	1,257
Comprehensive (loss) income attributable to Bloomin’ Brands	$	(53,848	)	$	65,402

(Loss) earnings per share attributable to common stockholders:
Basic	$	(0.44	)	$	0.70
Diluted	$	(0.44	)	$	0.69
Weighted average common shares outstanding:
Basic	87,129			91,415
Diluted	87,129			92,661

The accompanying notes are an integral part of these consolidated financial statements.

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BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)



	BLOOMIN’ BRANDS, INC.
	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL			ACCUM- ULATED DEFICIT			ACCUMULATED OTHER COMPREHENSIVE LOSS			NON-CONTROLLING INTERESTS			TOTAL
	SHARES	AMOUNT		ADDITIONAL PAID-IN CAPITAL			ACCUM- ULATED DEFICIT			ACCUMULATED OTHER COMPREHENSIVE LOSS			NON-CONTROLLING INTERESTS			TOTAL
Balance, December 29, 2019	86,946	$	869	$	1,094,338		$	(755,089	)	$	(169,776	)	$	7,139		$	177,481
Cumulative-effect from a change in accounting principle, net of tax	—	—		—			(4,292		)	—			—			(4,292		)
Net (loss) income	—	—		—			(34,611		)	—			197			(34,414		)
Other comprehensive loss, net of tax	—	—		—			—			(19,754		)	(147		)	(19,901		)
Cash dividends declared, $0.20 per common share	—	—		(17,480		)	—			—			—			(17,480		)
Stock-based compensation	—	—		3,289			—			—			—			3,289
Consideration for preferred stock in excess of carrying value, net of tax	—	—		(3,496		)	—			517			1,261			(1,718		)
Common stock issued under stock plans (1)	471	5		(2,513		)	—			—			—			(2,508		)
Purchase of noncontrolling interests	—	—		(57		)	—			—			—			(57		)
Distributions to noncontrolling interests	—	—		—			—			—			(310		)	(310		)
Contributions from noncontrolling interests	—	—		—			—			—			53			53
Balance, March 29, 2020	87,417	$	874	$	1,074,081		$	(793,992	)	$	(189,013	)	$	8,193		$	100,143



	BLOOMIN’ BRANDS, INC.
	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL			ACCUM- ULATED DEFICIT			ACCUMULATED OTHER COMPREHENSIVE LOSS			NON-CONTROLLING INTERESTS			TOTAL
	SHARES	AMOUNT		ADDITIONAL PAID-IN CAPITAL			ACCUM- ULATED DEFICIT			ACCUMULATED OTHER COMPREHENSIVE LOSS			NON-CONTROLLING INTERESTS			TOTAL
Balance, December 30, 2018	91,272	$	913	$	1,107,582		$	(920,010	)	$	(142,755	)	$	9,087		$	54,817
Cumulative-effect from a change in accounting principle, net of tax	—	—		—			141,285			—			—			141,285
Net income	—	—		—			64,300			—			1,349			65,649
Other comprehensive income (loss), net of tax	—	—		—			—			1,102			(92		)	1,010
Cash dividends declared, $0.10 per common share	—	—		(9,140		)	—			—			—			(9,140		)
Stock-based compensation	—			3,993			—			—			—			3,993
Common stock issued under stock plans (1)	375	3		(3,089		)	—			—			—			(3,086		)
Distributions to noncontrolling interests	—	—		—			—			—			(2,429		)	(2,429		)
Contributions from noncontrolling interests	—	—		—			—			—			264			264
Balance, March 31, 2019	91,647	$	916	$	1,099,346		$	(714,425	)	$	(141,653	)	$	8,179		$	252,363

________________


(1)	Net of forfeitures and shares withheld for employee taxes.

The accompanying notes are an integral part of these consolidated financial statements.

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BLOOMIN’ BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS, UNAUDITED)



	THIRTEEN WEEKS ENDED
	MARCH 29, 2020			MARCH 31, 2019
Cash flows provided by operating activities:
Net (loss) income	$	(34,414	)	$	65,649
Adjustments to reconcile Net (loss) income to cash provided by operating activities:
Depreciation and amortization	48,268			49,482
Amortization of deferred discounts and issuance costs	634			634
Amortization of deferred gift card sales commissions	9,090			8,407
Provision for impaired assets and restaurant closings	41,318			3,586
Non-cash operating lease costs	19,253			17,814
Provision for expected credit losses and contingent lease liabilities	7,522			—
Inventory obsolescence and spoilage	5,291			—
Stock-based and other non-cash compensation expense	3,289			6,035
Deferred income tax benefit	(10,940		)	(501		)
Loss on sale of a business or subsidiary	—			167
Loss on disposal of property, fixtures and equipment	796			7
Other, net	1,655			(667		)
Change in assets and liabilities	(63,471		)	(66,730		)
Net cash provided by operating activities	28,291			83,883
Cash flows used in investing activities:
Capital expenditures	(34,229		)	(44,710		)
Other investments, net	(569		)	2,690
Net cash used in investing activities	$	(34,798	)	$	(42,020	)

	(CONTINUED...)

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BLOOMIN’ BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS, UNAUDITED)



	THIRTEEN WEEKS ENDED
	MARCH 29, 2020			MARCH 31, 2019
Cash flows provided by (used in) financing activities:
Repayments of long-term debt	$	(6,657	)	$	(7,428	)
Proceeds from borrowings on revolving credit facilities, net	505,000			148,200
Repayments of borrowings on revolving credit facilities	(129,000		)	(152,300		)
Payments of taxes from share-based compensation, net	(2,508		)	(3,086		)
Distributions to noncontrolling interests	(310		)	(2,429		)
Contributions from noncontrolling interests	53			264
Purchase of limited partnership and noncontrolling interests	(57		)	—
Payments for partner equity plan	(5,701		)	(5,460		)
Cash dividends paid on common stock	(17,480		)	(9,140		)
Redemption of subsidiary preferred stock	(1,007		)	—
Net cash provided by (used in) financing activities	342,333			(31,379		)
Effect of exchange rate changes on cash and cash equivalents	424			459
Net increase in cash, cash equivalents and restricted cash	336,250			10,943
Cash, cash equivalents and restricted cash as of the beginning of the period	67,145			71,823
Cash, cash equivalents and restricted cash as of the end of the period	$	403,395		$	82,766
Supplemental disclosures of cash flow information:
Cash paid for interest	$	10,682		$	13,637
Cash paid for income taxes, net of refunds	5,408			4,255
Supplemental disclosures of non-cash investing and financing activities:
Leased assets obtained in exchange for new operating lease liabilities	$	21,514		$	17,618
Leased assets obtained in exchange for new finance lease liabilities	473			76
Decrease in liabilities from the acquisition of property, fixtures and equipment	(1,950		)	(6,066		)

The accompanying notes are an integral part of these consolidated financial statements.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Description of the Business and Basis of Presentation

Description of the Business - Bloomin’ Brands (“Bloomin’ Brands” or the “Company”) owns and operates casual, upscale casual and fine dining restaurants. 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.

Basis of Presentation - The accompanying interim unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States (“U.S. GAAP”) for complete financial statements. In the opinion of the Company, all adjustments necessary for fair financial statement presentation for the periods presented have been included and are of a normal, recurring nature. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 29, 2019.

Risks and Uncertainties - In March 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. During the thirteen weeks ended March 29, 2020, the negative effect of COVID-19 on the Company’s business was significant. The Company experienced an initial decline in restaurant revenue that began in early March 2020 as business travel decreased and public anxiety about the spread of COVID-19 increased. Government agencies began strongly discouraging or prohibiting people from visiting restaurants and instructed citizens to shelter in place to reduce the spread of COVID-19. In response to these conditions, the Company temporarily closed restaurant dining rooms in the U.S. on March 20, 2020 and shifted operations to provide only take-out and delivery service. See Note 2 - COVID-19 Impact for details regarding the financial impact of the COVID-19 pandemic on the Company’s financial results during the thirteen weeks ended March 29, 2020.

The duration and severity of the COVID-19 pandemic and its long-term impact on the Company’s business are uncertain at this time. Given the daily evolution of the pandemic and the global responses to curb its spread, the Company may not be able to accurately estimate the effects of the pandemic on its results of operations, financial condition, or liquidity for the foreseeable future.

Recently Adopted Financial Accounting Standards - On December 30, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” (“ASU No. 2016-13”), which requires measurement and recognition of losses for financial instruments under the current expected credit loss model versus incurred losses under current guidance. The Company’s adoption of ASU No. 2016-13 and its related amendments (“the new credit loss standard”) resulted in cumulative-effect debit adjustment to the beginning balance of Accumulated deficit of $4.3 million, including $4.8 million of contingent lease liabilities related to lease guarantees and $1.0 million of incremental reserve for credit losses, net of the $1.5 million net increase in related deferred tax assets. Measurement processes and related controls have been implemented by the Company to ensure compliance with the new credit loss standard. See Note 16 - Allowance for Expected Credit Losses for additional details regarding the Company’s allowance for expected credit losses.

On December 30, 2019, the Company also adopted ASU No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” (“ASU No. 2018-15”), which clarifies the accounting for implementation costs in cloud computing arrangements. The Company contracts with 3rd party information technology providers for

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

various service arrangements including software, platform and information technology infrastructure. The Company’s prospective adoption of ASU No. 2018-15 did not have a material effect on its consolidated financial statements.

Recently Issued Financial Accounting Standards Not Yet Adopted - In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” (“ASU No. 2020-04”). The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU No. 2020-04 is currently effective and upon adoption may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating its contracts and the optional expedients provided by the new standard.

Reclassifications - The Company reclassified certain items in the accompanying consolidated financial statements for prior periods to be comparable with the classification for the current period. These reclassifications had no effect on previously reported net income.

2. COVID-19 Impact

Following is a summary of the charges recorded in connection with the COVID-19 pandemic for the period indicated below (dollars in thousands):



CHARGES	CONSOLIDATED INCOME STATEMENT CLASSIFICATION	THIRTEEN WEEKS ENDED
CHARGES	CONSOLIDATED INCOME STATEMENT CLASSIFICATION	MARCH 29, 2020
Inventory obsolescence and spoilage (1)	Cost of sales	$	6,182
Compensation for idle employees (2)	Labor and other related	16,186
Lease guarantee contingent liabilities (3)	General and administrative	4,188
Allowance for expected credit losses (4)	General and administrative	3,334
Other charges	General and administrative	573
Right-of-use asset impairment (5)	Provision for impaired assets and restaurant closings	20,484
Fixed asset impairment (5)	Provision for impaired assets and restaurant closings	11,728
Goodwill and other impairment (6)	Provision for impaired assets and restaurant closings	2,388
		$	65,063

________________


(1)	Includes the write-off of value added tax credits related to the purchase of inventory by the Company’s Brazil subsidiary.


(2)	Represents relief pay for hourly employees impacted by the closure of dining rooms.


(3)	Represents additional contingent liabilities recorded for lease guarantees related to certain former restaurant locations now operated by franchisees or other third parties.


(4)	Includes additional reserves based on the Company’s increase in expected credit losses, primarily related to franchise receivables.


(5)	Includes impairments resulting from the remeasurement of assets utilizing projected future cash flows revised for current economic conditions and the closure of certain restaurants.


(6)	Includes impairment of goodwill for the Company’s Hong Kong subsidiary. See Note 8 - Goodwill and Intangible Assets, Net for details regarding impairment of goodwill.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

3. Revenue Recognition

The following table includes the categories of revenue included in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for the periods indicated:



	THIRTEEN WEEKS ENDED
(dollars in thousands)	MARCH 29, 2020		MARCH 31, 2019
Revenues
Restaurant sales	$	996,237	$	1,111,642
Franchise and other revenues
Franchise revenue	$	9,549	$	13,762
Other revenue	2,551		2,727
Total Franchise and other revenues	$	12,100	$	16,489
Total revenues	$	1,008,337	$	1,128,131

The following tables include the disaggregation of Restaurant sales and Franchise revenue, by restaurant concept and major international market, for the periods indicated:



	THIRTEEN WEEKS ENDED
	MARCH 29, 2020				MARCH 31, 2019
(dollars in thousands)	RESTAURANT SALES		FRANCHISE REVENUE		RESTAURANT SALES		FRANCHISE REVENUE
U.S.
Outback Steakhouse	$	530,685	$	6,541	$	586,771	$	10,601
Carrabba’s Italian Grill	146,875		461		173,475		171
Bonefish Grill	135,072		136		156,434		210
Fleming’s Prime Steakhouse & Wine Bar	70,960		—		83,026		—
Other	1,297		—		1,107		—
U.S. total	$	884,889	$	7,138	$	1,000,813	$	10,982
International
Outback Steakhouse Brazil (1)	$	91,590	$	—	$	89,565	$	—
Other (1)(2)	19,758		2,411		21,264		2,780
International total	$	111,348	$	2,411	$	110,829	$	2,780
Total	$	996,237	$	9,549	$	1,111,642	$	13,762

________________


(1)	Brazil Restaurant sales are reported on a one-month lag and are presented on a calendar basis. Restaurant sales for Brazil during the first fiscal quarter of 2020 (through February 29, 2020) do not include any material impact from the COVID-19 pandemic.


(2)	Includes Restaurant sales for the Company’s Abbraccio concept in Brazil.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The following table includes a detail of assets and liabilities from contracts with customers included on the Company’s Consolidated Balance Sheets as of the periods indicated:



(dollars in thousands)	MARCH 29, 2020		DECEMBER 29, 2019
Other current assets, net
Deferred gift card sales commissions	$	13,049	$	18,554

Unearned revenue
Deferred gift card revenue	$	277,518	$	358,757
Deferred loyalty revenue	11,076		10,034
Deferred franchise fees - current	491		491
Total Unearned revenue	$	289,085	$	369,282

Other long-term liabilities, net
Deferred franchise fees - non-current	$	4,453	$	4,599

The following table is a rollforward of deferred gift card sales commissions for the periods indicated:



	THIRTEEN WEEKS ENDED
(dollars in thousands)	MARCH 29, 2020			MARCH 31, 2019
Balance, beginning of period	$	18,554		$	16,431
Deferred gift card sales commissions amortization	(9,090		)	(8,407		)
Deferred gift card sales commissions capitalization	4,324			3,833
Other	(739		)	(662		)
Balance, end of period	$	13,049		$	11,195

The following table is a rollforward of unearned gift card revenue for the periods indicated:



	THIRTEEN WEEKS ENDED
(dollars in thousands)	MARCH 29, 2020			MARCH 31, 2019
Balance, beginning of period	$	358,757		$	333,794
Gift card sales	58,439			55,472
Gift card redemptions	(133,181		)	(141,459		)
Gift card breakage	(6,497		)	(6,884		)
Balance, end of period	$	277,518		$	240,923

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

4. Impairments, Exit Costs and Disposals

The components of Provision for impaired assets and restaurant closings are as follows for the periods indicated:



	THIRTEEN WEEKS ENDED
(dollars in thousands)	MARCH 29, 2020		MARCH 31, 2019
Impairment losses
U.S.	$	30,972	$	3,464
International (1)	3,172		18
Corporate	6,280		—
Total impairment losses	$	40,424	$	3,482
Restaurant closure expenses
U.S.	$	721	$	87
International	173		17
Total restaurant closure expenses	$	894	$	104
Provision for impaired assets and restaurant closings	$	41,318	$	3,586

________________


(1)	Includes goodwill impairment charges of $2.0 million during the thirteen weeks ended March 29, 2020. See Note 8 - Goodwill and Intangible Assets, Net for details regarding impairment of goodwill.

During the thirteen weeks ended March 29, 2020, the Company recognized asset impairment and closure charges related to the COVID-19 pandemic of $31.3 million in the U.S. segment and $3.3 million in the international segment. The Company also recognized asset impairment charges related to transformational initiatives of $6.3 million, which were not allocated to its operating segments.

The remaining impairment and closing charges for the periods presented resulted primarily from locations identified for remodel, relocation or closure and certain other assets.

Accrued Facility Closure and Other Costs Rollforward - The following table summarizes the Company’s accrual activity related to facility closure and other costs, associated with certain closure initiatives, for the period indicated:



	THIRTEEN WEEKS ENDED
(dollars in thousands)	MARCH 29, 2020
Balance, beginning of the period	$	14,542
Cash payments	(925		)
Accretion	281
Adjustments	428
Balance, end of the period (1)	$	14,326

________________


(1)	As of March 29, 2020, the Company had exit-related accruals related to certain closure initiatives of $3.2 million recorded in Accrued and other current liabilities and $11.1 million recorded in Non-current operating lease liabilities on its Consolidated Balance Sheet.

Refranchising - During the thirteen weeks ended March 31, 2019, the Company completed the sale of 18 of its existing U.S. Company-owned Carrabba’s Italian Grill locations to an existing franchisee for cash proceeds of $3.6 million, net of certain purchase price adjustments.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

5. (Loss) Earnings Per Share

The following table presents the computation of basic and diluted (loss) earnings per share attributable to common stockholders for the periods indicated:



	THIRTEEN WEEKS ENDED
(in thousands, except per share data)	MARCH 29, 2020			MARCH 31, 2019
Net (loss) income attributable to Bloomin’ Brands	$	(34,611	)	$	64,300
Redemption of preferred stock in excess of carrying value (1)	(3,496		)	—
Net (loss) income attributable to common stockholders	$	(38,107	)	$	64,300

Basic weighted average common shares outstanding	87,129			91,415

Effect of diluted securities:
Stock options	—			792
Nonvested restricted stock units	—			358
Nonvested performance-based share units	—			96
Diluted weighted average common shares outstanding	87,129			92,661

Basic (loss) earnings per share attributable to common stockholders	$	(0.44	)	$	0.70
Diluted (loss) earnings per share attributable to common stockholders	$	(0.44	)	$	0.69

________________

(1)

Consideration paid in excess of carrying value for the redemption of preferred stock is considered a deemed dividend and, for purposes of calculating earnings per share, reduces net income attributable to common stockholders for the thirteen weeks ended March 29, 2020. See Note 12 - Stockholders’ Equity for additional details regarding the redemption of preferred stock of the Company’s Abbraccio subsidiary.

Securities outstanding not included in the computation of (loss) earnings per share attributable to common stockholders because their effect was antidilutive were as follows, for the periods indicated:



	THIRTEEN WEEKS ENDED
(shares in thousands)	MARCH 29, 2020	MARCH 31, 2019
Stock options	4,665	3,384
Nonvested restricted stock units	651	222
Nonvested performance-based share units	533	260

6. Stock-based Compensation Plans

The Company recognized stock-based compensation expense as follows for the periods indicated:



	THIRTEEN WEEKS ENDED
(dollars in thousands)	MARCH 29, 2020		MARCH 31, 2019
Stock options	$	832	$	1,159
Restricted stock units	1,683		1,749
Performance-based share units	699		1,003
	$	3,214	$	3,911

During the thirteen weeks ended March 29, 2020, the Company made grants of 0.1 million stock options, 0.3 million time-based restricted stock units and 0.5 million performance-based share units.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

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:



	THIRTEEN WEEKS ENDED
	MARCH 29, 2020			MARCH 31, 2019
Assumptions:
Weighted-average risk-free interest rate (1)	0.90		%	2.51		%
Dividend yield (2)	4.34		%	1.89		%
Expected term (3)	5.5 years			5.5 years
Weighted-average volatility (4)	30.43		%	31.87		%

Weighted-average grant date fair value per option	$	3.12		$	5.76

________________


(1)	Risk-free interest rate is the U.S. Treasury yield curve in effect as of the grant date for periods within the expected term of the option.


(2)	Dividend yield is the level of dividends expected to 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 Company estimates the expected term based on historical exercise experience for its stock options.


(4)	Based on the historical volatility of the Company’s stock.

The following represents unrecognized stock compensation expense and the remaining weighted-average vesting period as of March 29, 2020:



	UNRECOGNIZED COMPENSATION EXPENSE (dollars in thousands)