What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-03 compared with 2023-08-01 · 169 added, 171 removed, 469 unchanged (42% of the section changed)

2 unchanged sentences

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

JUNE 25, 2023 DECEMBER 25, 2022

SEPTEMBER 24, 2023 DECEMBER 25, 2022

Current assets

25 unchanged sentences

Preferred stock, $ 0.01 par value, 25,000,000 shares authorized;

no shares issued and outstanding as of June 25, 2023 and December 25, 2022

no shares issued and outstanding as of September 24, 2023 and December 25, 2022

Common stock, $ 0.01 par value, 475,000,000 shares authorized;

87,339,455 and 87,696,200 shares issued and outstanding as of June 25, 2023 and December 25, 2022, respectively

87,171,373 and 87,696,200 shares issued and outstanding as of September 24, 2023 and December 25, 2022, respectively

Additional paid-in capital 1,125,322 1,161,912

7 unchanged sentences

BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

JUNE 25, 2023 JUNE 26, 2022 JUNE 25, 2023 JUNE 26, 2022

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Restaurant sales $ 1,064,413 $ 1,040,375 $ 3,429,977 $ 3,272,868

13 unchanged sentences

Interest expense, net ( 12,843 ) ( 12,696 ) ( 38,248 ) ( 38,877 )

Income (loss) before provision for income taxes 76,485 ( 50,144 ) 184,674 43,479

Provision for income taxes 6,483 11,536 21,244 27,465

Net income (loss) 70,002 ( 61,680 ) 163,430 16,014

Income before (benefit) provision for income taxes 45,373 38,613 230,047 82,092

(Benefit) provision for income taxes ( 58 ) 5,563 21,186 33,028

Net income 45,431 33,050 208,861 49,064

net income attributable to noncontrolling interests 903 1,064 4,745 5,202

Net income (loss) attributable to Bloomin’ Brands

Net income attributable to Bloomin’ Brands

$ 44,528 $ 31,986 $ 204,116 $ 43,862

Net income (loss) $ 70,002 $ ( 61,680 ) $ 163,430 $ 16,014

Other comprehensive income (loss):

Net income $ 45,431 $ 33,050 $ 208,861 $ 49,064

Other comprehensive income:

Foreign currency translation adjustment 3,103 ( 13,041 ) 6,471 10,182

Unrealized gain on derivatives, net of tax — — — 573

Reclassification of adjustments for loss on derivatives included in Net income (loss), net of tax — 273 — 954

Impact of terminated interest rate swaps included in Net income (loss), net of tax — 2,164 — 5,185

Comprehensive income (loss) 74,504 ( 47,303 ) 166,798 45,949

Reclassification of adjustments for loss on derivatives included in Net income, net of tax — — — 954

Impact of terminated interest rate swaps included in Net income, net of tax — 2,255 — 7,440

Comprehensive income 48,534 22,264 215,332 68,213

comprehensive income attributable to noncontrolling interests 903 1,064 4,745 5,202

Comprehensive income (loss) attributable to Bloomin’ Brands $ 72,779 $ ( 49,258 ) $ 162,956 $ 41,811

Earnings (loss) per share:

Comprehensive income attributable to Bloomin’ Brands $ 47,631 $ 21,200 $ 210,587 $ 63,011

Earnings per share:

Basic $ 0.50 $ 0.36 $ 2.30 $ 0.49

12 unchanged sentences

SHARES AMOUNT

March 26, 2023 87,465 $ 875 $ 1,141,017 $ ( 635,451 ) $ ( 186,445 ) $ 2,845 $ 322,841

June 25, 2023 87,339 $ 873 $ 1,132,732 $ ( 582,738 ) $ ( 181,943 ) $ 2,944 $ 371,868

Net income — — — 44,528 — 903 45,431

8 unchanged sentences

Contributions from noncontrolling interests — — — — — 229 229

June 25, 2023 87,339 $ 873 $ 1,132,732 $ ( 582,738 ) $ ( 181,943 ) $ 2,944 $ 371,868

September 24, 2023 87,171 $ 872 $ 1,125,322 $ ( 554,205 ) $ ( 178,840 ) $ 2,770 $ 395,919

December 25, 2022 87,696 $ 877 $ 1,161,912 $ ( 706,109 ) $ ( 185,311 ) $ 2,540 $ 273,909

9 unchanged sentences

Contributions from noncontrolling interests — — — — — 1,431 1,431

June 25, 2023 87,339 $ 873 $ 1,132,732 $ ( 582,738 ) $ ( 181,943 ) $ 2,944 $ 371,868

September 24, 2023 87,171 $ 872 $ 1,125,322 $ ( 554,205 ) $ ( 178,840 ) $ 2,770 $ 395,919

(CONTINUED...)

7 unchanged sentences

SHARES AMOUNT

March 27, 2022 89,185 $ 892 $ 1,115,458 $ ( 634,356 ) $ ( 190,431 ) $ 1,694 $ 293,257

Net (loss) income — — — ( 63,635 ) — 1,955 ( 61,680 )

Other comprehensive income, net of tax — — — — 14,377 — 14,377

June 26, 2022 90,151 $ 902 $ 1,169,697 $ ( 733,723 ) $ ( 176,054 ) $ 1,919 $ 262,741

Net income — — — 31,986 — 1,064 33,050

Other comprehensive loss, net of tax — — — — ( 10,786 ) — ( 10,786 )

Cash dividends declared, $ 0.14 per common share

3 unchanged sentences

Common stock issued under stock plans (1) 45 — 487 — — — 487

Purchase of noncontrolling interests, net of tax of $ 1,142

— — ( 3,301 ) — — 539 ( 2,762 )

Distributions to noncontrolling interests — — — — — ( 1,477 ) ( 1,477 )

Contributions from noncontrolling interests — — — — — 141 141

Retirement of convertible senior note hedges — — 112,956 — — — 112,956

Retirement of warrants — — ( 97,617 ) — — — ( 97,617 )

Issuance of common stock from repurchase of convertible senior notes 2,313 23 48,542 — — — 48,565

June 26, 2022 90,151 $ 902 $ 1,169,697 $ ( 733,723 ) $ ( 176,054 ) $ 1,919 $ 262,741

September 25, 2022 88,450 $ 884 $ 1,159,722 $ ( 735,268 ) $ ( 186,840 ) $ 1,647 $ 240,145

December 26, 2021 89,253 $ 893 $ 1,119,728 $ ( 698,171 ) $ ( 205,989 ) $ 6,389 $ 222,850

13 unchanged sentences

Issuance of common stock from repurchase of convertible senior notes 2,313 23 48,542 — — — 48,565

June 26, 2022 90,151 $ 902 $ 1,169,697 $ ( 733,723 ) $ ( 176,054 ) $ 1,919 $ 262,741

September 25, 2022 88,450 $ 884 $ 1,159,722 $ ( 735,268 ) $ ( 186,840 ) $ 1,647 $ 240,145

________________

4 unchanged sentences

(DOLLARS IN THOUSANDS, UNAUDITED)

TWENTY-SIX WEEKS ENDED

JUNE 25, 2023 JUNE 26, 2022

THIRTY-NINE WEEKS ENDED

SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Cash flows provided by operating activities:

15 unchanged sentences

Cash flows used in investing activities:

Proceeds received from company-owned life insurance — 14,598

Capital expenditures ( 227,086 ) ( 137,260 )

46 unchanged sentences

Revenue Recognition

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 25, 2023 JUNE 26, 2022 JUNE 25, 2023 JUNE 26, 2022

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

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Restaurant sales $ 1,064,413 $ 1,040,375 $ 3,429,977 $ 3,272,868

9 unchanged sentences

THIRTEEN WEEKS ENDED

JUNE 25, 2023 JUNE 26, 2022

SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

(dollars in thousands) RESTAURANT SALES FRANCHISE REVENUES RESTAURANT SALES FRANCHISE REVENUES

10 unchanged sentences

Total $ 1,064,413 $ 11,820 $ 1,040,375 $ 11,826

TWENTY-SIX WEEKS ENDED

JUNE 25, 2023 JUNE 26, 2022

THIRTY-NINE WEEKS ENDED

SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

(dollars in thousands) RESTAURANT SALES FRANCHISE REVENUES RESTAURANT SALES FRANCHISE REVENUES

11 unchanged sentences

________________

(1) Restaurant sales in Brazil increased $ 9.6 million and $ 19.2 million during the thirteen and twenty-six weeks ended June 25, 2023, respectively, in connection with value added tax exemptions resulting from tax legislation.

(1) Restaurant sales in Brazil increased $ 10.9 million and $ 30.1 million during the thirteen and thirty-nine weeks ended September 24, 2023, respectively, in connection with value added tax exemptions resulting from tax legislation.

See Note 14 - Income Taxes for details regarding the Brazil tax legislation.

5 unchanged sentences

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) JUNE 25, 2023 DECEMBER 25, 2022

(dollars in thousands) SEPTEMBER 24, 2023 DECEMBER 25, 2022

Other current assets, net

9 unchanged sentences

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 25, 2023 JUNE 26, 2022 JUNE 25, 2023 JUNE 26, 2022

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Balance, beginning of the period $ 12,694 $ 12,338 $ 17,755 $ 17,793

4 unchanged sentences

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 25, 2023 JUNE 26, 2022 JUNE 25, 2023 JUNE 26, 2022

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Balance, beginning of the period $ 304,942 $ 303,544 $ 386,495 $ 387,945

6 unchanged sentences

(UNAUDITED) - Continued

Earnings (Loss) Per Share

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(in thousands, except per share data) JUNE 25, 2023 JUNE 26, 2022 (1) JUNE 25, 2023 JUNE 26, 2022

Net income (loss) attributable to Bloomin’ Brands

Earnings Per Share

The following table presents the computation of basic and diluted earnings per share for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(in thousands, except per share data) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Net income attributable to Bloomin’ Brands

$ 44,528 $ 31,986 $ 204,116 $ 43,862

7 unchanged sentences

Diluted weighted average common shares outstanding 98,548 94,736 97,987 99,609

Basic earnings (loss) per share $ 0.77 $ ( 0.72 ) $ 1.80 $ 0.13

Diluted earnings (loss) per share $ 0.70 $ ( 0.72 ) $ 1.63 $ 0.12

Basic earnings per share $ 0.50 $ 0.36 $ 2.30 $ 0.49

Diluted earnings per share $ 0.45 $ 0.34 $ 2.08 $ 0.44

_____________

(1) Due to the Company’s net loss during the thirteen weeks ended June 26, 2022, the effect of dilutive securities was excluded from the computation of diluted earnings per share as their effect would be antidilutive.

(2) During the thirteen weeks ended June 26, 2022, the Company repurchased $ 125.0 million of the convertible notes due in 2025 and settled the corresponding portion of the related note hedges and warrants (the “2025 Notes Partial Repurchase”).

Share-based compensation-related weighted average securities outstanding not included in the computation of earnings (loss) per share because their effect was antidilutive were as follows for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(shares in thousands) JUNE 25, 2023 JUNE 26, 2022 JUNE 25, 2023 JUNE 26, 2022

(1) During the thirty-nine weeks ended September 25, 2022, the Company repurchased $ 125.0 million of the convertible notes due in 2025 and settled the corresponding portion of the related warrants (the “2025 Notes Partial Repurchase”).

Share-based compensation-related weighted average securities outstanding not included in the computation of earnings per share because their effect was antidilutive were as follows for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(shares in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Stock options — 2,297 471 2,012

3 unchanged sentences

The Company recognized stock-based compensation expense, net of capitalized expense, as follows for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 25, 2023 JUNE 26, 2022 JUNE 25, 2023 JUNE 26, 2022

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Performance-based share units (1) $ 2,298 $ 67 $ 5,518 $ 5,526

2 unchanged sentences

Total stock-based compensation expense, net $ 4,392 $ 1,977 $ 12,395 $ 11,705

In February 2023, the Company granted performance-based share units (“PSUs”) subject to final payout modification by a Relative Total Shareholder Return (“Relative TSR”) modifier.

This Relative TSR modifier can adjust the final payout outcome by 75 %, 100 % or 125 % of the achieved performance metric, with the overall payout capped at 200 % of the annual target grant.

These PSUs have a three-year cliff vesting period and their fair value was estimated using the Monte Carlo simulation model.

(1) The thirteen and thirty-nine weeks ended September 25, 2022 include a cumulative life-to-date adjustment to decrease expense for PSUs granted in fiscal year 2020 based on revised Company projections of performance criteria set forth in the award agreements.

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

(UNAUDITED) - Continued

In February 2023, the Company granted performance-based share units (“PSUs”) subject to final payout modification by a Relative Total Shareholder Return (“Relative TSR”) modifier.

This Relative TSR modifier can adjust the final payout outcome by 75 %, 100 % or 125 % of the achieved performance metric, with the overall payout capped at 200 % of the annual target grant.

These PSUs have a three-year cliff vesting period and their fair value was estimated using the Monte Carlo simulation model.

The following table presents a summary of the Company’s PSU activity:

6 unchanged sentences

Forfeited ( 32 ) $ 26.39

Outstanding as of June 25, 2023 827 $ 26.92 $ 21,308

Expected to vest as of June 25, 2023 (3) 1,067 $ 27,486

Outstanding as of September 24, 2023 827 $ 26.92 $ 20,101

Expected to vest as of September 24, 2023 (3) 1,067 $ 25,928

________________

(1) Based on the $ 20.96 and $ 25.76 share price of the Company’s common stock on December 23, 2022 and June 23, 2023, the last trading day of the year ended December 25, 2022 and the twenty-six weeks ended June 25, 2023, respectively.

(1) Based on the $ 20.96 and $ 24.30 share price of the Company’s common stock on December 23, 2022 and September 22, 2023, the last trading day of the year ended December 25, 2022 and the thirty-nine weeks ended September 24, 2023, respectively.

(2) Represents adjustment to 148 % payout for PSUs granted during 2020.

1 unchanged sentence

Assumptions used in the Monte Carlo simulation model and the grant date fair value of PSUs granted were as follows for the periods indicated:

TWENTY-SIX WEEKS ENDED

JUNE 25, 2023 JUNE 26, 2022

THIRTY-NINE WEEKS ENDED

SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Risk-free interest rate (1) 4.26 % 1.64 %

7 unchanged sentences

(3) Based on the historical volatility of the Company’s stock over the last seven years.

(4) Represents a premium above the grant date per share value of the Company’s common stock for the Relative TSR modifier of 2.7 % and 7.9 % during the twenty-six weeks ended June 25, 2023 and June 26, 2022, respectively.

The following represents unrecognized stock-based compensation expense and the remaining weighted average vesting period as of June 25, 2023:

(4) Represents a premium above the grant date per share value of the Company’s common stock for the Relative TSR modifier of 2.7 % and 7.9 % during the thirty-nine weeks ended September 24, 2023 and September 25, 2022, respectively.

The following represents unrecognized stock-based compensation expense and the remaining weighted average vesting period as of September 24, 2023:

UNRECOGNIZED COMPENSATION EXPENSE

7 unchanged sentences

Other current assets, net, consisted of the following as of the periods indicated:

(dollars in thousands) JUNE 25, 2023 DECEMBER 25, 2022

(dollars in thousands) SEPTEMBER 24, 2023 DECEMBER 25, 2022

Prepaid expenses $ 31,733 $ 29,343

6 unchanged sentences

$ 103,983 $ 183,718

Property, Fixtures and Equipment, Net

Property, fixtures and equipment, net, consisted of the following as of the periods indicated:

(dollars in thousands) SEPTEMBER 24, 2023 DECEMBER 25, 2022

Land $ 35,198 $ 37,596

Buildings 1,253,011 1,223,403

Furniture and fixtures 517,689 489,895

Equipment 828,066 739,136

Construction in progress 88,927 41,723

accumulated depreciation ( 1,702,093 ) ( 1,617,611 )

$ 1,020,798 $ 914,142

Goodwill and Intangible Assets, Net

2 unchanged sentences

In connection with these assessments, the Company did no t record any impairment charges.

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following as of the periods indicated:

(dollars in thousands) SEPTEMBER 24, 2023 DECEMBER 25, 2022

Accrued payroll and other compensation $ 86,807 $ 84,075

Accrued insurance 20,410 20,932

Other current liabilities (1) 134,783 112,420

$ 242,000 $ 217,427

________________

(1) During 2023, other current liabilities increased primarily due to increased accrued advertising and the timing of accrued property tax and interest payments.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Long-term Debt, Net

Following is a summary of outstanding Long-term debt, net, as of the periods indicated:

JUNE 25, 2023 DECEMBER 25, 2022

SEPTEMBER 24, 2023 DECEMBER 25, 2022

(dollars in thousands) OUTSTANDING BALANCE INTEREST RATE OUTSTANDING BALANCE INTEREST RATE

6 unchanged sentences

(1) Interest rate represents the weighted average interest rate as of the respective periods.

Debt Covenants - As of June 25, 2023 and December 25, 2022, the Company was in compliance with its debt covenants.

Debt Covenants - As of September 24, 2023 and December 25, 2022, the Company was in compliance with its debt covenants.

Convertible Senior Notes

2025 Notes - In connection with dividends paid during the twenty-six weeks ended June 25, 2023, the conversion rate for the Company’s remaining convertible senior notes due 2025 (the “2025 Notes”) decreased to approximately $ 11.37 per share, which represents 87.962 shares of common stock per $ 1,000 principal amount of the 2025 Notes, or a total of approximately 9.217 million shares.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

2025 Notes - In connection with dividends paid during the thirty-nine weeks ended September 24, 2023, the conversion rate for the Company’s remaining convertible senior notes due 2025 (the “2025 Notes”) decreased to approximately $ 11.26 per share, which represents 88.783 shares of common stock per $ 1,000 principal amount of the 2025 Notes, or a total of approximately 9.303 million shares.

The following table includes the outstanding principal amount and carrying value of the 2025 Notes as of the periods indicated:

(dollars in thousands) JUNE 25, 2023 DECEMBER 25, 2022

(dollars in thousands) SEPTEMBER 24, 2023 DECEMBER 25, 2022

Principal $ 104,786 $ 105,000

2 unchanged sentences

Following is a summary of interest expense for the 2025 Notes by component for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 25, 2023 JUNE 26, 2022 JUNE 25, 2023 JUNE 26, 2022

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Coupon interest $ 1,310 $ 1,313 $ 3,932 $ 6,785

3 unchanged sentences

(1) The effective rate of the 2025 Notes over their expected life is 5.85 %.

The decrease in interest expense during the thirteen and twenty-six weeks ended June 25, 2023 relates to the 2025 Notes Partial Repurchase in May 2022.

Based on the daily closing prices of the Company’s stock during the quarter ended June 25, 2023, the remaining holders of the 2025 Notes are eligible to convert their notes during the third quarter of 2023.

The decrease in interest expense during the thirty-nine weeks ended September 24, 2023 relates to the 2025 Notes Partial Repurchase in May 2022.

Based on the daily closing prices of the Company’s stock during the quarter ended September 24, 2023, the remaining holders of the 2025 Notes are eligible to convert their notes during the fourth quarter of 2023.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Stockholders’ Equity

1 unchanged sentence

The 2023 Share Repurchase Program will expire on August 7, 2024.

As of June 25, 2023, $ 103.8 million remained available for repurchase under the 2023 Share Repurchase Program.

As of September 24, 2023, $ 87.9 million remained available for repurchase under the 2023 Share Repurchase Program.

Following is a summary of the shares repurchased during fiscal year 2023:

2 unchanged sentences

Second fiscal quarter 619 $ 25.11 15,539

Third fiscal quarter 590 $ 27.03 15,956

Total common stock repurchases (1) 2,072 $ 25.16 $ 52,140

1 unchanged sentence

(1) Excludes excise tax on share repurchases.

Subsequent to June 25, 2023, the Company repurchased 269 thousand shares of its common stock for $ 7.3 million under a Rule 10b5-1 plan.

Subsequent to September 24, 2023, the Company repurchased 365 thousand shares of its common stock for $ 8.6 million through October 31, 2023 under a Rule 10b5-1 plan.

Dividends - The Company declared and paid dividends per share during fiscal year 2023 as follows:

2 unchanged sentences

Second fiscal quarter 0.24 20,990

Third fiscal quarter 0.24 20,901

Total cash dividends declared and paid $ 0.72 $ 62,905

In July 2023, the Board declared a quarterly cash dividend of $ 0.24 per share, payable on August 25, 2023 to shareholders of record at the close of business on August 14, 2023 .

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Accumulated Other Comprehensive Loss (“AOCL”) - AOCL consisted of foreign currency translation adjustments as of June 25, 2023 and December 25, 2022.

Following are the components of Other comprehensive income attributable to Bloomin’ Brands for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 25, 2023 JUNE 26, 2022 JUNE 25, 2023 JUNE 26, 2022

In October 2023, the Board declared a quarterly cash dividend of $ 0.24 per share, payable on November 29, 2023 to shareholders of record at the close of business on November 14, 2023 .

Accumulated Other Comprehensive Loss (“AOCL”) - AOCL consisted of foreign currency translation adjustments as of September 24, 2023 and December 25, 2022.

Following are the components of Other comprehensive income (loss) attributable to Bloomin’ Brands for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Foreign currency translation adjustment $ 3,103 $ ( 13,041 ) $ 6,471 $ 10,182

Unrealized gain on derivatives, net of tax — — — 573

Reclassification of adjustments for loss on derivatives included in Net income (loss), net of tax — 273 — 954

Impact of terminated interest rate swaps included in Net income (loss), net of tax — 2,164 — 5,185

Reclassification of adjustments for loss on derivatives included in Net income, net of tax — — — 954

Impact of terminated interest rate swaps included in Net income, net of tax — 2,255 — 7,440

Total gain on derivatives, net of tax — 2,255 — 8,967

Other comprehensive income attributable to Bloomin’ Brands $ 4,502 $ 14,377 $ 3,368 $ 29,935

Other comprehensive income (loss) attributable to Bloomin’ Brands $ 3,103 $ ( 10,786 ) $ 6,471 $ 19,149

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

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

(dollars in thousands) CONSOLIDATED BALANCE SHEET CLASSIFICATION JUNE 25, 2023 DECEMBER 25, 2022

(dollars in thousands) CONSOLIDATED BALANCE SHEET CLASSIFICATION SEPTEMBER 24, 2023 DECEMBER 25, 2022

Operating lease right-of-use assets Operating lease right-of-use assets $ 1,109,295 $ 1,103,083

7 unchanged sentences

________________

(1) Net of accumulated amortization of $ 3.5 million and $ 3.6 million as of June 25, 2023 and December 25, 2022, respectively.

(1) Net of accumulated amortization of $ 4.1 million and $ 3.6 million as of September 24, 2023 and December 25, 2022, respectively.

(2) Excludes immaterial COVID-19-related deferred rent accruals.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Following is a summary of expenses and income related to leases recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the periods indicated:

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 25, 2023 JUNE 26, 2022 JUNE 25, 2023 JUNE 26, 2022

Following is a summary of expenses and income related to leases recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income for the periods indicated:

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME CLASSIFICATION THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Operating lease cost (1) Other restaurant operating $ 46,686 $ 45,817 $ 138,670 $ 136,757

6 unchanged sentences

________________

(1) Excludes rent expense for office facilities and Company-owned closed or subleased properties of $ 3.0 million and $ 3.1 million for the thirteen weeks ended June 25, 2023 and June 26, 2022, respectively, and $ 6.0 million and $ 6.1 million for the twenty-six weeks ended June 25, 2023 and June 26, 2022, respectively, which is included in General and administrative expense.

(1) Excludes rent expense for office facilities and Company-owned closed or subleased properties of $ 3.1 million for the thirteen weeks ended September 24, 2023 and September 25, 2022 and $ 9.1 million for the thirty-nine weeks ended September 24, 2023 and September 25, 2022, which is included in General and administrative expense.

The following table is a summary of cash flow impacts to the Company’s Consolidated Financial Statements related to its leases for the periods indicated:

TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 25, 2023 JUNE 26, 2022

THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Cash flows from operating activities:

Cash paid for amounts included in the measurement of operating lease liabilities $ 147,051 $ 145,797

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Fair Value Measurements

5 unchanged sentences

Fair Value Measurements on a Recurring Basis - The following table summarizes the Company’s financial assets measured at fair value by hierarchy level on a recurring basis as of the periods indicated:

JUNE 25, 2023 DECEMBER 25, 2022

SEPTEMBER 24, 2023 DECEMBER 25, 2022

(dollars in thousands) TOTAL LEVEL 1 TOTAL LEVEL 1

7 unchanged sentences

The fair values of cash equivalents, accounts receivable and accounts payable approximate their carrying amounts reported on its Consolidated Balance Sheets due to their short duration.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Debt is carried at amortized cost;

1 unchanged sentence

The following table includes the carrying value and fair value of the Company’s debt by hierarchy level as of the periods indicated:

JUNE 25, 2023 DECEMBER 25, 2022

SEPTEMBER 24, 2023 DECEMBER 25, 2022

(dollars in thousands) CARRYING VALUE FAIR VALUE LEVEL 2 CARRYING VALUE FAIR VALUE LEVEL 2

2 unchanged sentences

2029 Notes $ 300,000 $ 267,573 $ 300,000 $ 260,265

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 25, 2023 JUNE 26, 2022 JUNE 25, 2023 JUNE 26, 2022

Income (loss) before provision for income taxes $ 76,485 $ ( 50,144 ) $ 184,674 $ 43,479

Provision for income taxes $ 6,483 $ 11,536 $ 21,244 $ 27,465

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Income before (benefit) provision for income taxes $ 45,373 $ 38,613 $ 230,047 $ 82,092

(Benefit) provision for income taxes $ ( 58 ) $ 5,563 $ 21,186 $ 33,028

Effective income tax rate ( 0.1 ) % 14.4 % 9.2 % 40.2 %

The effective income tax rate for the thirteen weeks ended June 25, 2023 changed by 31.5 percentage points as compared to the thirteen weeks ended June 26, 2022.

This change is primarily due to the non-deductible losses associated with the 2025 Notes Partial Repurchase which, relative to the Loss before provision for income taxes during the thirteen weeks ended June 26, 2022, resulted in a negative effective income tax rate.

This change was partially offset by a reduction in the effective tax rate during the thirteen weeks ended June 25, 2023 from benefits of Brazil tax legislation that include a temporary reduction in the Brazilian income tax rate from 34 % to 0 % and the revaluation of Brazilian deferred tax assets and liabilities as a result of the May 2023 Brazil tax legislation, as defined and further discussed below.

The effective income tax rate for the twenty-six weeks ended June 25, 2023 decreased by 51.7 percentage points as compared to the twenty-six weeks ended June 26, 2022.

This decrease was primarily due to the benefits of Brazil tax legislation that include a temporary reduction in the Brazilian income tax rate from 34 % to 0 % for the twenty-six weeks ended June 25, 2023, and the non-deductible losses associated with the 2025 Notes Partial Repurchase recorded during the twenty-six weeks ended June 26, 2022.

The effective income tax rates for the thirteen and thirty-nine weeks ended September 24, 2023 decreased by 14.5 and 31.0 percentage points, respectively, as compared to the thirteen and thirty-nine weeks ended September 25, 2022.

These decreases were primarily due to the 2023 benefits of Brazil tax legislation, which includes a temporary reduction in the Brazilian income tax rate from 34 % to 0 %, and the 2023 income tax exemption on Brazil state

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

value added tax (“VAT”) benefits, as further discussed below.

The decrease for the thirty-nine weeks ended September 24, 2023 was further impacted by the 2022 non-deductible losses associated with the 2025 Notes Partial Repurchase.

In September 2022, the Company’s Brazilian subsidiary received a preliminary injunction authorizing it to benefit from the exemptions enacted by Law 14,148/2021 which provides for emergency and temporary actions that grant certain industries a 100 % exemption from income tax (IRPJ and CSLL) and federal value added taxes (PIS and COFINS) for a five-year period.

2 unchanged sentences

As a result of this legislation, the Company expects to be subject to PIS and COFINS and CSLL beginning in the fourth quarter of 2023 and IRPJ beginning in 2024.

A restaurant company employer may claim a credit against its federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”).

During the thirteen weeks ended September 24, 2023, the Company recorded an income tax benefit of approximately $ 2.9 million from a refund of prior year income tax in Brazil resulting from a recent ruling by the Brazilian Superior Court of Justice regarding a federal income tax exemption on certain state VAT benefits.

In the U.S., a restaurant company employer may claim a credit against its federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”).

The level of FICA tax credits is primarily driven by U.S.

Restaurant sales and is not impacted by costs incurred that may reduce Income before provision for income taxes.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The effective income tax rates for the thirteen and twenty-six weeks ended June 25, 2023 were lower than the Company’s blended federal and state statutory rate of approximately 26 % primarily due to the benefit of FICA tax credits on certain tipped wages, benefits of Brazil tax legislation that include a temporary reduction in the Brazilian income tax rate from 34 % to 0 %, and the revaluation of Brazilian deferred tax assets and liabilities as a result of the May 2023 Brazil tax legislation.

The effective income tax rate for the thirteen weeks ended June 26, 2022 was lower than the Company’s blended federal and state statutory rate of approximately 26 %.

The income tax rate includes the impact of non-deductible losses associated with the 2025 Notes Partial Repurchase which, relative to the Loss before provision for income taxes during the quarter, resulted in a negative effective income tax rate.

The effective income tax rate for the twenty-six weeks ended June 26, 2022 was higher than the statutory rate primarily due to the non-deductible losses associated with the 2025 Notes Partial Repurchase recorded during the twenty-six weeks ended June 26, 2022.

Restaurant sales and is not impacted by costs incurred that may reduce Income before (benefit) provision for income taxes.

The effective income tax rates for the thirteen and thirty-nine weeks ended September 24, 2023 were lower than the Company’s blended federal and state statutory rate of approximately 26 % primarily due to the benefit of FICA tax credits on certain tipped wages, benefits of Brazil tax legislation that include a temporary reduction in the Brazilian income tax rate from 34 % to 0 %, and the income tax exemption on Brazil state VAT benefits.

The effective income tax rate for the thirteen weeks ended September 25, 2022 was lower than the Company’s blended federal and state statutory rate of approximately 26 % primarily due to the benefit of FICA tax credits on certain tipped wages.

The effective income tax rate for the thirty-nine weeks ended September 25, 2022 was higher than the statutory rate primarily due to the non-deductible losses associated with the 2025 Notes Partial Repurchase recorded during the thirty-nine weeks ended September 25, 2022.

Commitments and Contingencies

4 unchanged sentences

The Company evaluates, on a quarterly basis, developments in legal proceedings that could cause an increase or decrease in the amount of the reserve that has been previously recorded, or a revision to the disclosed estimated range of possible losses, as applicable.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The Company’s legal proceedings range from cases brought by a single plaintiff to threatened class actions with many putative class members.

8 unchanged sentences

However, it is possible that the Company’s business, results of operations, liquidity, or financial condition could be materially affected in a particular future reporting period by the unfavorable resolution of one or more matters or contingencies during such period.

The Company recorded reserves of $ 16.4 million and $ 15.1 million for certain of its outstanding legal proceedings as of June 25, 2023 and December 25, 2022, respectively, within Accrued and other current liabilities on its Consolidated Balance Sheets.

While the Company believes that additional losses beyond these accruals are

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

reasonably possible, it cannot estimate a possible loss contingency or range of reasonably possible loss contingencies beyond these accruals.

The Company recorded reserves of $ 18.9 million and $ 15.1 million for certain of its outstanding legal proceedings as of September 24, 2023 and December 25, 2022, respectively, within Accrued and other current liabilities on its Consolidated Balance Sheets.

While the Company believes that additional losses beyond these accruals are reasonably possible, it cannot estimate a possible loss contingency or range of reasonably possible loss contingencies beyond these accruals.

Lease Guarantees - The Company assigned its interest, and is contingently liable, under certain real estate leases.

These leases have varying terms, the latest of which expires in 2032.

As of June 25, 2023, the undiscounted payments that the Company could be required to make in the event of non-payment by the primary lessees was approximately $ 21.9 million.

The present value of these potential payments discounted at the Company’s incremental borrowing rate as of June 25, 2023 was approximately $ 16.5 million.

As of September 24, 2023, the undiscounted payments that the Company could be required to make in the event of non-payment by the primary lessees was approximately $ 20.5 million.

The present value of these potential payments discounted at the Company’s incremental borrowing rate as of September 24, 2023 was approximately $ 15.3 million.

In the event of default, the indemnity clauses in the Company’s purchase and sale agreements generally govern its ability to pursue and recover damages incurred.

As of June 25, 2023 and December 25, 2022, the Company’s recorded contingent lease liability was $ 5.6 million and $ 6.2 million, respectively.

As of September 24, 2023 and December 25, 2022, the Company’s recorded contingent lease liability was $ 5.4 million and $ 6.2 million, respectively.

Segment Reporting

9 unchanged sentences

(1) Includes franchise locations.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Segment accounting policies are the same as those described in Note 2 - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 25, 2022.

1 unchanged sentence

Excluded from Income from operations for U.S.

and international are certain legal and corporate costs not directly related to the performance of the segments, most stock-based compensation expenses, certain insurance expenses and certain bonus expenses.

and international are certain legal and corporate costs not directly related to the performance of the segments, most stock-based compensation expenses, a portion of insurance expenses and certain bonus expenses.

The following table is a summary of revenues by segment for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 25, 2023 JUNE 26, 2022 JUNE 25, 2023 JUNE 26, 2022

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

$ 912,972 $ 922,521 $ 3,011,197 $ 2,957,555

1 unchanged sentence

Total revenues $ 1,079,833 $ 1,055,763 $ 3,477,273 $ 3,321,460

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The following table is a reconciliation of segment income from operations to Income (loss) before provision for income taxes for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 25, 2023 JUNE 26, 2022 JUNE 25, 2023 JUNE 26, 2022

The following table is a summary of Depreciation and amortization expense by segment for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Depreciation and amortization

$ 39,829 $ 34,432 $ 117,367 $ 102,735

International 6,231 5,882 18,276 17,438

Corporate 1,938 1,857 6,222 5,030

Total depreciation and amortization $ 47,998 $ 42,171 $ 141,865 $ 125,203

The following table is a reconciliation of segment income from operations to Income before (benefit) provision for income taxes for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022

Segment income from operations

7 unchanged sentences

Interest expense, net ( 12,843 ) ( 12,696 ) ( 38,248 ) ( 38,877 )

Income (loss) before provision for income taxes $ 76,485 $ ( 50,144 ) $ 184,674 $ 43,479

The following table is a summary of Depreciation and amortization expense by segment for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 25, 2023 JUNE 26, 2022 JUNE 25, 2023 JUNE 26, 2022

Depreciation and amortization

$ 39,375 $ 33,544 $ 77,538 $ 68,303

International 6,126 6,019 12,045 11,556

Corporate 2,064 1,694 4,284 3,173

Total depreciation and amortization $ 47,565 $ 41,257 $ 93,867 $ 83,032

Geographic Areas - International assets are defined as assets residing in a country other than the U.S.

The following table details long-lived assets, excluding goodwill, operating lease right-of-use assets, intangible assets and deferred tax assets, by major geographic area as of the periods indicated:

(dollars in thousands) JUNE 25, 2023 DECEMBER 25, 2022

$ 945,616 $ 891,379

International

Brazil 108,791 93,972

Other 8,970 10,938

Total long-lived assets $ 1,063,377 $ 996,289

International revenues are defined as revenues generated from restaurant sales originating in a country other than the U.S.

The following table details Total revenues by major geographic area for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 25, 2023 JUNE 26, 2022 JUNE 25, 2023 JUNE 26, 2022

$ 1,005,229 $ 998,627 $ 2,098,225 $ 2,035,034

International

Brazil 126,245 106,505 265,239 196,605

Other 21,220 20,030 33,976 34,058

Total revenues $ 1,152,694 $ 1,125,162 $ 2,397,440 $ 2,265,697

Income before (benefit) provision for income taxes $ 45,373 $ 38,613 $ 230,047 $ 82,092

BLOOMIN’ BRANDS, INC.

2 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-Q

Item 1. Financial Statements