Bloomin' Brands, Inc. 10-Q

Item 1. Financial Statements CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) SEPTEMBER 24, 2023 DECEMBER 25, 2022 (UNAUDITED) ASSETS Current assets Cash and cash equivalents $ 86,579 $ 84,735 Inventories 70,563 78,124 Other current assets, net 103,983 183,718 Total current assets 261,125 346,577 Property, fixtures and equipment, net 1,020,798 914,142 Operating lease right-of-use assets 1,109,295 1,103,083 Goodwill 275,868 273,032 Intangible assets, net 444,381 448,326 Deferred income tax assets, net 154,809 153,118 Other assets, net 84,634 82,147 Total assets $ 3,350,910 $ 3,320,425 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 198,100 $ 183,715 Current operating lease liabilities 185,659 183,510 Accrued and other current liabilities 242,000 217,427 Unearned revenue 294,062 394,215 Total current liabilities 919,821 978,867 Non-current operating lease liabilities 1,151,723 1,148,607 Long-term debt, net 789,356 828,507 Other long-term liabilities, net 94,091 90,535 Total liabilities 2,954,991 3,046,516 Commitments and contingencies (Note 15) Stockholders’ equity Bloomin’ Brands stockholders’ equity Preferred stock, $ 0.01 par value, 25,000,000 shares authorized; 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; 87,171,373 and 87,696,200 shares issued and outstanding as of September 24, 2023 and December 25, 2022, respectively 872 877 Additional paid-in capital 1,125,322 1,161,912 Accumulated deficit ( 554,205 ) ( 706,109 ) Accumulated other comprehensive loss ( 178,840 ) ( 185,311 ) Total Bloomin’ Brands stockholders’ equity 393,149 271,369 Noncontrolling interests 2,770 2,540 Total stockholders’ equity 395,919 273,909 Total liabilities and stockholders’ equity $ 3,350,910 $ 3,320,425 The accompanying notes are an integral part of these unaudited consolidated financial statements. 3 Table of Contents BLOOMIN’ BRANDS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED) THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 Revenues Restaurant sales $ 1,064,413 $ 1,040,375 $ 3,429,977 $ 3,272,868 Franchise and other revenues 15,420 15,388 47,296 48,592 Total revenues 1,079,833 1,055,763 3,477,273 3,321,460 Costs and expenses Food and beverage 321,865 332,939 1,057,305 1,056,768 Labor and other related 314,432 303,244 981,908 924,514 Other restaurant operating 281,084 267,944 837,349 790,583 Depreciation and amortization 47,998 42,171 141,865 125,203 General and administrative 62,246 56,089 191,408 174,009 Provision for impaired assets and restaurant closings ( 6,008 ) 2,067 ( 857 ) 4,099 Total costs and expenses 1,021,617 1,004,454 3,208,978 3,075,176 Income from operations 58,216 51,309 268,295 246,284 Loss on extinguishment and modification of debt — — — ( 107,630 ) Loss on fair value adjustment of derivatives, net — — — ( 17,685 ) Interest expense, net ( 12,843 ) ( 12,696 ) ( 38,248 ) ( 38,877 ) 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 Less: net income attributable to noncontrolling interests 903 1,064 4,745 5,202 Net income attributable to Bloomin’ Brands $ 44,528 $ 31,986 $ 204,116 $ 43,862 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, 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 Less: comprehensive income attributable to noncontrolling interests 903 1,064 4,745 5,202 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 Diluted $ 0.45 $ 0.34 $ 2.08 $ 0.44 Weighted average common shares outstanding: Basic 88,707 89,192 88,794 89,149 Diluted 98,548 94,736 97,987 99,609 The accompanying notes are an integral part of these unaudited consolidated financial statements. 4 Table of Contents 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 Balance, June 25, 2023 87,339 $ 873 $ 1,132,732 $ ( 582,738 ) $ ( 181,943 ) $ 2,944 $ 371,868 Net income — — — 44,528 — 903 45,431 Other comprehensive income — — — — 3,103 — 3,103 Cash dividends declared, $ 0.24 per common share — — ( 20,901 ) — — — ( 20,901 ) Repurchase and retirement of common stock, including excise tax of $ 45 ( 590 ) ( 6 ) — ( 15,995 ) — — ( 16,001 ) Stock-based compensation — — 4,411 — — — 4,411 Common stock issued under stock plans (1) 422 5 9,080 — — — 9,085 Distributions to noncontrolling interests — — — — — ( 1,306 ) ( 1,306 ) Contributions from noncontrolling interests — — — — — 229 229 Balance, September 24, 2023 87,171 $ 872 $ 1,125,322 $ ( 554,205 ) $ ( 178,840 ) $ 2,770 $ 395,919 Balance, December 25, 2022 87,696 $ 877 $ 1,161,912 $ ( 706,109 ) $ ( 185,311 ) $ 2,540 $ 273,909 Net income — — — 204,116 — 4,745 208,861 Other comprehensive income — — — — 6,471 — 6,471 Cash dividends declared, $ 0.72 per common share — — ( 62,905 ) — — — ( 62,905 ) Repurchase and retirement of common stock, including excise tax of $ 93 ( 2,072 ) ( 21 ) — ( 52,212 ) — — ( 52,233 ) Stock-based compensation — — 12,453 — — — 12,453 Common stock issued under stock plans (1) 1,547 16 13,862 — — — 13,878 Distributions to noncontrolling interests — — — — — ( 5,946 ) ( 5,946 ) Contributions from noncontrolling interests — — — — — 1,431 1,431 Balance, September 24, 2023 87,171 $ 872 $ 1,125,322 $ ( 554,205 ) $ ( 178,840 ) $ 2,770 $ 395,919 (CONTINUED...) 5 Table of Contents 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 Balance, 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 — — ( 12,475 ) — — — ( 12,475 ) Repurchase and retirement of common stock ( 1,746 ) ( 18 ) — ( 33,531 ) — — ( 33,549 ) Stock-based compensation — — 2,013 — — — 2,013 Common stock issued under stock plans (1) 45 — 487 — — — 487 Distributions to noncontrolling interests — — — — — ( 1,477 ) ( 1,477 ) Contributions from noncontrolling interests — — — — — 141 141 Balance, September 25, 2022 88,450 $ 884 $ 1,159,722 $ ( 735,268 ) $ ( 186,840 ) $ 1,647 $ 240,145 Balance, December 26, 2021 89,253 $ 893 $ 1,119,728 $ ( 698,171 ) $ ( 205,989 ) $ 6,389 $ 222,850 Net income — — — 43,862 — 5,202 49,064 Other comprehensive income, net of tax — — — — 19,149 — 19,149 Cash dividends declared, $ 0.42 per common share — — ( 37,452 ) — — — ( 37,452 ) Repurchase and retirement of common stock ( 4,058 ) ( 41 ) — ( 80,959 ) — — ( 81,000 ) Stock-based compensation — — 11,815 — — — 11,815 Common stock issued under stock plans (1) 942 9 2,485 — — — 2,494 Purchase of noncontrolling interests, net of tax of $ 254 — — ( 735 ) — — ( 3,915 ) ( 4,650 ) Distributions to noncontrolling interests — — — — — ( 6,631 ) ( 6,631 ) Contributions from noncontrolling interests — — — — — 602 602 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 Balance, September 25, 2022 88,450 $ 884 $ 1,159,722 $ ( 735,268 ) $ ( 186,840 ) $ 1,647 $ 240,145 ________________ (1) Net of forfeitures and shares withheld for employee taxes. The accompanying notes are an integral part of these unaudited consolidated financial statements. 6 Table of Contents BLOOMIN’ BRANDS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS, UNAUDITED) THIRTY-NINE WEEKS ENDED SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 Cash flows provided by operating activities: Net income $ 208,861 $ 49,064 Adjustments to reconcile Net income to cash provided by operating activities: Depreciation and amortization 141,865 125,203 Amortization of debt discounts and issuance costs 2,305 2,779 Amortization of deferred gift card sales commissions 17,891 18,213 Provision for impaired assets and restaurant closings ( 857 ) 4,099 Non-cash interest expense from terminated interest rate swaps — 10,014 Non-cash operating lease costs 64,845 62,539 Stock-based compensation expense 12,453 11,815 Deferred income tax (benefit) expense ( 3,610 ) 6,604 Loss on extinguishment and modification of debt — 107,630 Loss on fair value adjustment of derivatives, net — 17,685 Other, net ( 3,067 ) 5,381 Change in assets and liabilities ( 67,133 ) ( 128,447 ) Net cash provided by operating activities 373,553 292,579 Cash flows used in investing activities: Proceeds received from company-owned life insurance — 14,598 Capital expenditures ( 227,086 ) ( 137,260 ) Other investments, net 1,551 1,207 Net cash used in investing activities ( 225,535 ) ( 121,455 ) Cash flows used in financing activities: Repayments of long-term debt and finance lease obligations ( 1,302 ) ( 196,076 ) Proceeds from borrowings on revolving credit facilities 728,000 929,500 Repayments of borrowings on revolving credit facilities ( 768,000 ) ( 589,500 ) Financing fees — ( 1,205 ) Principal settlements and repurchase of convertible senior notes ( 214 ) ( 196,919 ) Proceeds from retirement of convertible senior note hedges — 131,869 Payments for retirement of warrants — ( 114,825 ) Proceeds from share-based compensation, net 13,878 2,494 Distributions to noncontrolling interests ( 5,946 ) ( 6,631 ) Contributions from noncontrolling interests 1,431 602 Purchase of noncontrolling interests ( 100 ) ( 4,904 ) Payments for partner equity plan — ( 7,813 ) Repurchase of common stock ( 52,347 ) ( 79,900 ) Cash dividends paid on common stock ( 62,905 ) ( 37,452 ) Net cash used in financing activities ( 147,505 ) ( 170,760 ) Effect of exchange rate changes on cash and cash equivalents 1,331 1,400 Net increase in cash, cash equivalents and restricted cash 1,844 1,764 Cash, cash equivalents and restricted cash as of the beginning of the period 84,735 89,057 Cash, cash equivalents and restricted cash as of the end of the period $ 86,579 $ 90,821 Supplemental disclosures of cash flow information: Cash paid for interest $ 30,486 $ 23,050 Cash paid for income taxes, net of refunds $ 22,244 $ 25,354 Supplemental disclosures of non-cash investing and financing activities: Leased assets obtained in exchange for new operating lease liabilities $ 70,305 $ 44,556 Leased assets obtained in exchange for new finance lease liabilities $ 5,435 $ 2,417 Increase in liabilities from the acquisition of property, fixtures and equipment $ 15,486 $ 14,961 The accompanying notes are an integral part of these unaudited consolidated financial statements. 7 Table of Contents 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 condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. 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 25, 2022. Recently Issued Financial Accounting Standards Not Yet Adopted - Recent accounting guidance not discussed herein is not applicable, did not have or is not expected to have a material impact to the Company. 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, including, but not limited to, finance lease liabilities presented within other liabilities that were formerly presented within long-term debt, the separate presentation of current operating lease liabilities on the face of the Consolidated Balance Sheets and the presentation of certain items within the Condensed Consolidated Statements of Cash Flows. These reclassifications had no effect on previously reported net income. 2. Revenue Recognition 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 Revenues Restaurant sales $ 1,064,413 $ 1,040,375 $ 3,429,977 $ 3,272,868 Franchise and other revenues Franchise revenues 11,820 11,826 37,911 37,828 Other revenues 3,600 3,562 9,385 10,764 Total Franchise and other revenues 15,420 15,388 47,296 48,592 Total revenues $ 1,079,833 $ 1,055,763 $ 3,477,273 $ 3,321,460 8 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued The following tables include the disaggregation of Restaurant sales and franchise revenues, by restaurant concept and major international market, for the periods indicated: THIRTEEN WEEKS ENDED SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 (dollars in thousands) RESTAURANT SALES FRANCHISE REVENUES RESTAURANT SALES FRANCHISE REVENUES U.S. Outback Steakhouse $ 526,960 $ 7,517 $ 536,793 $ 7,447 Carrabba’s Italian Grill 165,742 704 159,728 738 Bonefish Grill 128,425 87 130,669 163 Fleming’s Prime Steakhouse & Wine Bar 76,919 — 80,748 — Other 3,092 16 2,741 17 U.S. total 901,138 8,324 910,679 8,365 International Outback Steakhouse - Brazil (1) 138,187 — 105,932 — Other (1)(2) 25,088 3,496 23,764 3,461 International total 163,275 3,496 129,696 3,461 Total $ 1,064,413 $ 11,820 $ 1,040,375 $ 11,826 THIRTY-NINE WEEKS ENDED SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 (dollars in thousands) RESTAURANT SALES FRANCHISE REVENUES RESTAURANT SALES FRANCHISE REVENUES U.S. Outback Steakhouse $ 1,732,132 $ 24,280 $ 1,705,749 $ 24,062 Carrabba’s Italian Grill 530,450 2,257 505,546 2,196 Bonefish Grill 429,572 353 427,557 513 Fleming’s Prime Steakhouse & Wine Bar 272,543 — 272,343 — Other 10,448 41 9,046 30 U.S. total 2,975,145 26,931 2,920,241 26,801 International Outback Steakhouse - Brazil (1) 379,498 — 291,880 — Other (1)(2) 75,334 10,980 60,747 11,027 International total 454,832 10,980 352,627 11,027 Total $ 3,429,977 $ 37,911 $ 3,272,868 $ 37,828 ________________ (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. (2) Includes Restaurant sales for Company-owned Outback Steakhouse restaurants outside of Brazil and Abbraccio restaurants in Brazil. Franchise revenues primarily include revenues from franchised Outback Steakhouse restaurants. 9 Table of Contents 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) SEPTEMBER 24, 2023 DECEMBER 25, 2022 Other current assets, net Deferred gift card sales commissions $ 11,141 $ 17,755 Unearned revenue Deferred gift card revenue $ 285,263 $ 386,495 Deferred loyalty revenue 5,752 5,628 Deferred franchise fees - current 475 460 Other 2,572 1,632 Total Unearned revenue $ 294,062 $ 394,215 Other long-term liabilities, net Deferred franchise fees - non-current $ 4,087 $ 4,126 The following table is a rollforward of deferred gift card sales commissions 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 Balance, beginning of the period $ 12,694 $ 12,338 $ 17,755 $ 17,793 Deferred gift card sales commissions amortization ( 4,711 ) ( 4,755 ) ( 17,891 ) ( 18,213 ) Deferred gift card sales commissions capitalization 3,766 3,836 13,509 13,441 Other ( 608 ) ( 621 ) ( 2,232 ) ( 2,223 ) Balance, end of the period $ 11,141 $ 10,798 $ 11,141 $ 10,798 The following table is a rollforward of unearned gift card revenue 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 Balance, beginning of the period $ 304,942 $ 303,544 $ 386,495 $ 387,945 Gift card sales 44,374 46,692 162,717 162,146 Gift card redemptions ( 60,412 ) ( 63,041 ) ( 248,870 ) ( 252,091 ) Gift card breakage ( 3,641 ) ( 3,636 ) ( 15,079 ) ( 14,441 ) Balance, end of the period $ 285,263 $ 283,559 $ 285,263 $ 283,559 10 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 3. 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 Basic weighted average common shares outstanding 88,707 89,192 88,794 89,149 Effect of dilutive securities: Stock options 474 173 423 261 Nonvested restricted stock units 200 117 201 167 Nonvested performance-based share units — — 95 96 Convertible senior notes (1) 5,367 3,690 5,067 6,732 Warrants (1) 3,800 1,564 3,407 3,204 Diluted weighted average common shares outstanding 98,548 94,736 97,987 99,609 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) 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 Nonvested restricted stock units — 150 47 249 Nonvested performance-based share units 373 771 433 574 4. Stock-based Compensation Plans The Company recognized stock-based compensation expense, net of capitalized expense, as follows 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 Performance-based share units (1) $ 2,298 $ 67 $ 5,518 $ 5,526 Restricted stock units 2,094 1,872 6,042 5,709 Stock options — 38 835 470 Total stock-based compensation expense, net $ 4,392 $ 1,977 $ 12,395 $ 11,705 ____________ (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. 11 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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: (in thousands, except per unit data) PERFORMANCE-BASED SHARE UNITS WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNIT AGGREGATE INTRINSIC VALUE (1) Outstanding as of December 25, 2022 874 $ 24.83 $ 18,323 Granted 301 $ 29.01 Performance adjustment (2) 154 $ 19.84 Vested ( 470 ) $ 19.84 Forfeited ( 32 ) $ 26.39 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 $ 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. (3) Estimated number of units to be issued upon the vesting of outstanding PSU awards based on Company performance projections of performance criteria set forth in the 2021, 2022 and 2023 PSU award agreements. Assumptions used in the Monte Carlo simulation model and the grant date fair value of PSUs granted were as follows for the periods indicated: THIRTY-NINE WEEKS ENDED SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 Assumptions: Risk-free interest rate (1) 4.26 % 1.64 % Dividend yield (2) 3.47 % 2.31 % Volatility (3) 51.02 % 49.11 % Grant date fair value per unit (4) $ 29.01 $ 26.10 ________________ (1) Risk-free interest rate is the U.S. Treasury yield curve in effect as of the grant date for the performance period of the unit. (2) Dividend yield is the level of dividends expected to be paid on the Company’s common stock over the expected term. (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 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 (dollars in thousands) REMAINING WEIGHTED AVERAGE VESTING PERIOD (in years) Performance-based share units $ 11,995 1.5 Restricted stock units $ 10,306 1.9 12 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 5. Other Current Assets, Net Other current assets, net, consisted of the following as of the periods indicated: (dollars in thousands) SEPTEMBER 24, 2023 DECEMBER 25, 2022 Prepaid expenses $ 31,733 $ 29,343 Accounts receivable - gift cards, net 8,420 85,606 Accounts receivable - vendors, net 17,530 25,385 Accounts receivable - franchisees, net 3,869 2,550 Accounts receivable - other, net 20,938 18,408 Deferred gift card sales commissions 11,141 17,755 Other current assets, net 10,352 4,671 $ 103,983 $ 183,718 6. 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 Less: accumulated depreciation ( 1,702,093 ) ( 1,617,611 ) $ 1,020,798 $ 914,142 7. Goodwill and Intangible Assets, Net Annual Goodwill and Intangible Assets Impairment Assessment - The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets during its second fiscal quarter. The Company’s 2023 assessment was quantitative and the 2022 assessment was qualitative. In connection with these assessments, the Company did no t record any impairment charges. 8. 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. 13 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 9. Long-term Debt, Net Following is a summary of outstanding Long-term debt, net, as of the periods indicated: SEPTEMBER 24, 2023 DECEMBER 25, 2022 (dollars in thousands) OUTSTANDING BALANCE INTEREST RATE OUTSTANDING BALANCE INTEREST RATE Senior secured credit facility - revolving credit facility (1) $ 390,000 6.93 % $ 430,000 5.79 % 2025 Notes 104,786 5.00 % 105,000 5.00 % 2029 Notes 300,000 5.13 % 300,000 5.13 % Less: unamortized debt discount and issuance costs ( 5,430 ) ( 6,493 ) Long-term debt, net $ 789,356 $ 828,507 ________________ (1) Interest rate represents the weighted average interest rate as of the respective periods. Debt Covenants - As of September 24, 2023 and December 25, 2022, the Company was in compliance with its debt covenants. 10. Convertible Senior Notes 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) SEPTEMBER 24, 2023 DECEMBER 25, 2022 Principal $ 104,786 $ 105,000 Less: debt issuance costs ( 1,342 ) ( 1,939 ) Net carrying amount $ 103,444 $ 103,061 Following is a summary of interest expense for the 2025 Notes by component 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 Coupon interest $ 1,310 $ 1,313 $ 3,932 $ 6,785 Debt issuance cost amortization 201 190 594 963 Total interest expense (1) $ 1,511 $ 1,503 $ 4,526 $ 7,748 ________________ (1) The effective rate of the 2025 Notes over their expected life is 5.85 %. 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. 14 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 11. Stockholders’ Equity Share Repurchases - On February 7, 2023, the Company’s Board of Directors (the “Board”) approved a share repurchase program (the “2023 Share Repurchase Program”) under which the Company is authorized to repurchase up to $ 125.0 million of its outstanding common stock. The 2023 Share Repurchase Program will expire on August 7, 2024. 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: (in thousands, except per share data) NUMBER OF SHARES AVERAGE REPURCHASE PRICE PER SHARE AMOUNT First fiscal quarter 863 $ 23.92 $ 20,645 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) Excludes excise tax on share repurchases. 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: (dollars in thousands, except per share data) DIVIDENDS PER SHARE AMOUNT First fiscal quarter $ 0.24 $ 21,014 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 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, 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 (loss) attributable to Bloomin’ Brands $ 3,103 $ ( 10,786 ) $ 6,471 $ 19,149 15 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 12. Leases 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 SEPTEMBER 24, 2023 DECEMBER 25, 2022 Operating lease right-of-use assets Operating lease right-of-use assets $ 1,109,295 $ 1,103,083 Finance lease right-of-use assets (1) Property, fixtures and equipment, net 9,538 4,679 Total lease assets, net $ 1,118,833 $ 1,107,762 Current operating lease liabilities Current operating lease liabilities $ 185,659 $ 183,510 Current finance lease liabilities Accrued and other current liabilities 2,373 1,636 Non-current operating lease liabilities (2) Non-current operating lease liabilities 1,151,574 1,148,379 Non-current finance lease liabilities Other long-term liabilities, net 7,750 3,149 Total lease liabilities $ 1,347,356 $ 1,336,674 ________________ (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. 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 Variable lease cost Other restaurant operating 2,081 1,519 5,434 5,021 Finance lease costs: Amortization of leased assets Depreciation and amortization 572 355 1,609 1,048 Interest on lease liabilities Interest expense, net 191 44 501 120 Sublease revenue Franchise and other revenues ( 2,530 ) ( 2,455 ) ( 5,873 ) ( 7,449 ) Lease costs, net $ 47,000 $ 45,280 $ 140,341 $ 135,497 ________________ (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: 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 16 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 13. Fair Value Measurements Fair value is the price that would be received for an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants on the measurement date. Fair value is categorized into one of the following three levels based on the lowest level of significant input: Level 1 Unadjusted quoted market prices in active markets for identical assets or liabilities Level 2 Observable inputs available at measurement date other than quoted prices included in Level 1 Level 3 Unobservable inputs that cannot be corroborated by observable market data 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: SEPTEMBER 24, 2023 DECEMBER 25, 2022 (dollars in thousands) TOTAL LEVEL 1 TOTAL LEVEL 1 Assets (1): Cash equivalents: Fixed income funds $ 11,502 $ 11,502 $ 3,301 $ 3,301 Money market funds 10,775 10,775 4,786 4,786 Total asset recurring fair value measurements $ 22,277 $ 22,277 $ 8,087 $ 8,087 ________________ (1) Carrying value approximates fair value because maturities are less than three months. Interim Disclosures about Fair Value of Financial Instruments - The Company’s financial instruments consist of cash equivalents, accounts receivable, accounts payable and long-term debt. 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. Debt is carried at amortized cost; however, the Company estimates the fair value of debt for disclosure purposes. The following table includes the carrying value and fair value of the Company’s debt by hierarchy level as of the periods indicated: SEPTEMBER 24, 2023 DECEMBER 25, 2022 (dollars in thousands) CARRYING VALUE FAIR VALUE LEVEL 2 CARRYING VALUE FAIR VALUE LEVEL 2 Senior secured credit facility - revolving credit facility $ 390,000 $ 390,000 $ 430,000 $ 430,000 2025 Notes $ 104,786 $ 228,679 $ 105,000 $ 198,843 2029 Notes $ 300,000 $ 267,573 $ 300,000 $ 260,265 14. Income Taxes 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 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 17 Table of Contents 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. The injunction was issued as part of an ongoing lawsuit initiated by the Company’s Brazilian subsidiary due to the uncertainty regarding the restaurant industry’s eligibility for the exemptions under this legislation. In May 2023, Brazil enacted tax legislation that prospectively limits the Company’s ability to benefit from the 100 % exemption from income tax (IRPJ and CSLL) and federal value added taxes (PIS and COFINS) for the full five-year period (the “May 2023 Brazil tax legislation”). 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. 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 (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. 15. Commitments and Contingencies Litigation and Other Matters - The Company is subject to legal proceedings, claims and liabilities, such as liquor liability, slip and fall cases, wage and hour and other employment-related litigation, which arise in the ordinary course of business. A reserve is recorded when it is both: (i) probable that a loss has occurred and (ii) the amount of loss can be reasonably estimated. There may be instances in which an exposure to loss exceeds the recorded reserve. 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. 18 Table of Contents 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. While some matters pending against the Company specify the damages claimed by the plaintiff or class, many seek unspecified amounts or are at very early stages of the legal process. Even when the amount of damages claimed against the Company are stated, the claimed amount may be exaggerated, unsupported or unrelated to possible outcomes, and as such, are not meaningful indicators of the Company’s potential liability or financial exposure. As a result, some matters have not yet progressed sufficiently through discovery or development of important factual information and legal issues to enable the Company to estimate an amount of loss or a range of possible loss. The Company intends to defend itself in legal matters. Some of these matters may be covered, at least in part, by insurance if they exceed specified retention or deductible amounts. However, it is possible that claims may be denied by the Company’s insurance carriers, the Company may be required by its insurance carriers to contribute to the payment of claims, or the Company’s insurance coverage may not continue to be available on acceptable terms or in sufficient amounts. The Company records receivables from third party insurers when recovery has been determined to be probable. The Company believes that the ultimate determination of liability in connection with legal claims pending against the Company, if any, in excess of amounts already provided for such matters in the consolidated financial statements, will not have a material adverse effect on its business, annual results of operations, liquidity or financial position. 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 $ 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 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 September 24, 2023 and December 25, 2022, the Company’s recorded contingent lease liability was $ 5.4 million and $ 6.2 million, respectively. 16. Segment Reporting The following is a summary of reporting segments: REPORTABLE SEGMENT (1) CONCEPT GEOGRAPHIC LOCATION U.S. Outback Steakhouse United States of America Carrabba’s Italian Grill Bonefish Grill Fleming’s Prime Steakhouse & Wine Bar International Outback Steakhouse Brazil, Hong Kong/China Carrabba’s Italian Grill (Abbraccio) Brazil _________________ (1) Includes franchise locations. 19 Table of Contents 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. Revenues for all segments include only transactions with customers and exclude intersegment revenues. 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, 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 THIRTY-NINE WEEKS ENDED (dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 Revenues U.S. $ 912,972 $ 922,521 $ 3,011,197 $ 2,957,555 International 166,861 133,242 466,076 363,905 Total revenues $ 1,079,833 $ 1,055,763 $ 3,477,273 $ 3,321,460 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 U.S. $ 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 U.S. $ 68,014 $ 68,501 $ 304,265 $ 305,347 International 22,034 15,849 67,028 38,859 Total segment income from operations 90,048 84,350 371,293 344,206 Unallocated corporate operating expense ( 31,832 ) ( 33,041 ) ( 102,998 ) ( 97,922 ) Total income from operations 58,216 51,309 268,295 246,284 Loss on extinguishment and modification of debt — — — ( 107,630 ) Loss on fair value adjustment of derivatives, net — — — ( 17,685 ) Interest expense, net ( 12,843 ) ( 12,696 ) ( 38,248 ) ( 38,877 ) Income before (benefit) provision for income taxes $ 45,373 $ 38,613 $ 230,047 $ 82,092 20 Table of Contents BLOOMIN’ BRANDS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS