Bloomin' Brands, Inc. 10-Q

Item 1. Financial Statements CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) MARCH 31, 2024 DECEMBER 31, 2023 (UNAUDITED) ASSETS Current assets Cash and cash equivalents $ 131,664 $ 111,519 Restricted cash and cash equivalents — 2,854 Inventories 65,211 75,939 Other current assets, net 101,297 153,002 Total current assets 298,172 343,314 Property, fixtures and equipment, net 1,045,637 1,031,922 Operating lease right-of-use assets 1,087,286 1,084,951 Goodwill 275,680 276,317 Intangible assets, net 441,439 442,985 Deferred income tax assets, net 158,167 159,405 Other assets, net 87,858 85,187 Total assets $ 3,394,239 $ 3,424,081 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 177,713 $ 189,202 Current operating lease liabilities 171,175 175,442 Accrued and other current liabilities 225,166 255,814 Unearned revenue 320,003 381,877 Total current liabilities 894,057 1,002,335 Non-current operating lease liabilities 1,138,653 1,131,639 Long-term debt, net 951,778 780,719 Other long-term liabilities, net 104,316 97,385 Total liabilities 3,088,804 3,012,078 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 March 31, 2024 and December 31, 2023 — — Common stock, $ 0.01 par value, 475,000,000 shares authorized; 87,811,312 and 86,968,536 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively 878 870 Additional paid-in capital 1,290,765 1,115,387 Accumulated deficit ( 809,880 ) ( 528,831 ) Accumulated other comprehensive loss ( 179,078 ) ( 178,304 ) Total Bloomin’ Brands stockholders’ equity 302,685 409,122 Noncontrolling interests 2,750 2,881 Total stockholders’ equity 305,435 412,003 Total liabilities and stockholders’ equity $ 3,394,239 $ 3,424,081 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 (LOSS) INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED) THIRTEEN WEEKS ENDED MARCH 31, 2024 MARCH 26, 2023 Revenues Restaurant sales $ 1,179,487 $ 1,228,234 Franchise and other revenues 15,840 16,512 Total revenues 1,195,327 1,244,746 Costs and expenses Food and beverage 357,829 384,214 Labor and other related 343,202 341,542 Other restaurant operating 290,272 282,927 Depreciation and amortization 49,282 46,302 General and administrative 66,776 65,804 Provision for impaired assets and restaurant closings 10,873 3,324 Total costs and expenses 1,118,234 1,124,113 Income from operations 77,093 120,633 Loss on extinguishment of debt ( 135,797 ) — Interest expense, net ( 13,616 ) ( 12,444 ) (Loss) income before provision for income taxes ( 72,320 ) 108,189 Provision for income taxes 9,970 14,761 Net (loss) income ( 82,290 ) 93,428 Less: net income attributable to noncontrolling interests 1,582 2,117 Net (loss) income attributable to Bloomin’ Brands $ ( 83,872 ) $ 91,311 Net (loss) income $ ( 82,290 ) $ 93,428 Other comprehensive (loss) income: Foreign currency translation adjustment ( 1,931 ) ( 1,134 ) Net gain on derivatives, net of tax 1,157 — Comprehensive (loss) income ( 83,064 ) 92,294 Less: comprehensive income attributable to noncontrolling interests 1,582 2,117 Comprehensive (loss) income attributable to Bloomin’ Brands $ ( 84,646 ) $ 90,177 (Loss) earnings per share: Basic $ ( 0.96 ) $ 1.02 Diluted $ ( 0.96 ) $ 0.93 Weighted average common shares outstanding: Basic 87,024 89,116 Diluted 87,024 98,011 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, December 31, 2023 86,969 $ 870 $ 1,115,387 $ ( 528,831 ) $ ( 178,304 ) $ 2,881 $ 412,003 Net (loss) income — — — ( 83,872 ) — 1,582 ( 82,290 ) Other comprehensive loss, net of tax — — — — ( 774 ) — ( 774 ) Cash dividends declared, $ 0.24 per common share — — ( 21,075 ) — — — ( 21,075 ) Repurchase and retirement of common stock ( 6,948 ) ( 69 ) ( 44,000 ) ( 188,834 ) — — ( 232,903 ) Stock-based compensation — — 2,448 — — — 2,448 Common stock issued under stock plans (1) 590 6 ( 2,403 ) — — — ( 2,397 ) Distributions to noncontrolling interests — — — — — ( 2,043 ) ( 2,043 ) Contributions from noncontrolling interests — — — — — 330 330 Issuance of common stock from repurchase of convertible senior notes 7,489 74 216,078 — — — 216,152 Retirement of convertible senior note hedges ( 289 ) ( 3 ) 126,543 ( 8,343 ) — — 118,197 Retirement of warrants — — ( 102,213 ) — — — ( 102,213 ) Balance, March 31, 2024 87,811 $ 878 $ 1,290,765 $ ( 809,880 ) $ ( 179,078 ) $ 2,750 $ 305,435 BLOOMIN’ BRANDS, INC. COMMON STOCK ADDITIONAL PAID-IN CAPITAL ACCUM- ULATED DEFICIT ACCUMULATED OTHER COMPREHENSIVE LOSS NON-CONTROLLING INTERESTS TOTAL SHARES AMOUNT Balance, December 25, 2022 87,696 $ 877 $ 1,161,912 $ ( 706,109 ) $ ( 185,311 ) $ 2,540 $ 273,909 Net income — — — 91,311 — 2,117 93,428 Other comprehensive loss — — — — ( 1,134 ) — ( 1,134 ) Cash dividends declared, $ 0.24 per common share — — ( 21,014 ) — — — ( 21,014 ) Repurchase and retirement of common stock, including excise tax of $ 17 ( 863 ) ( 9 ) — ( 20,653 ) — — ( 20,662 ) Stock-based compensation — — 2,904 — — — 2,904 Common stock issued under stock plans (1) 632 7 ( 2,785 ) — — — ( 2,778 ) Distributions to noncontrolling interests — — — — — ( 2,555 ) ( 2,555 ) Contributions from noncontrolling interests — — — — — 743 743 Balance, March 26, 2023 87,465 $ 875 $ 1,141,017 $ ( 635,451 ) $ ( 186,445 ) $ 2,845 $ 322,841 ________________ (1) Net of shares withheld for employee taxes. The accompanying notes are an integral part of these unaudited consolidated financial statements. 5 Table of Contents BLOOMIN’ BRANDS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS, UNAUDITED) THIRTEEN WEEKS ENDED MARCH 31, 2024 MARCH 26, 2023 Cash flows provided by operating activities: Net (loss) income $ ( 82,290 ) $ 93,428 Adjustments to reconcile Net (loss) income to cash provided by operating activities: Depreciation and amortization 49,282 46,302 Amortization of debt discounts and issuance costs 734 763 Amortization of deferred gift card sales commissions 7,498 7,797 Provision for impaired assets and restaurant closings 10,873 3,324 Non-cash operating lease costs 21,934 21,182 Stock-based compensation expense 2,448 2,904 Deferred income tax expense 797 1,682 Loss on extinguishment of debt 135,797 — Other, net ( 2,102 ) ( 1,823 ) Change in assets and liabilities ( 71,185 ) 14,109 Net cash provided by operating activities 73,786 189,668 Cash flows used in investing activities: Capital expenditures ( 64,872 ) ( 64,415 ) Other investments, net 287 1,470 Net cash used in investing activities ( 64,585 ) ( 62,945 ) Cash flows provided by (used in) financing activities: Proceeds from borrowings on revolving credit facilities 550,000 190,000 Repayments of borrowings on revolving credit facilities ( 296,000 ) ( 260,000 ) Repayments of finance lease obligations ( 703 ) ( 385 ) Principal settlements and repurchase of convertible senior notes ( 2,335 ) — Proceeds from retirement of convertible senior note hedges 118,197 — Payments for retirement of warrants ( 102,213 ) — Payment of taxes from share-based compensation, net ( 2,397 ) ( 2,778 ) Distributions to noncontrolling interests ( 2,043 ) ( 2,555 ) Contributions from noncontrolling interests 330 743 Purchase of noncontrolling interests ( 100 ) ( 100 ) Repurchase of common stock ( 232,903 ) ( 20,898 ) Cash dividends paid on common stock ( 21,075 ) ( 21,014 ) Net cash provided by (used in) financing activities 8,758 ( 116,987 ) Effect of exchange rate changes on cash and cash equivalents ( 668 ) ( 30 ) Net increase in cash, cash equivalents and restricted cash 17,291 9,706 Cash, cash equivalents and restricted cash as of the beginning of the period 114,373 84,735 Cash, cash equivalents and restricted cash as of the end of the period $ 131,664 $ 94,441 Supplemental disclosures of cash flow information: Cash paid for interest $ 10,011 $ 6,528 Cash paid for income taxes, net of refunds $ 3,189 $ 2,458 Supplemental disclosures of non-cash investing and financing activities: Leased assets obtained in exchange for new operating lease liabilities $ 25,679 $ 11,394 Leased assets obtained in exchange for new finance lease liabilities $ 3 $ 4,711 (Decrease) increase in liabilities from the acquisition of property, fixtures and equipment $ ( 1,520 ) $ 1,159 Shares issued on settlement of convertible senior notes $ 216,152 $ — Shares received and retired on exercise of call option under bond hedge upon settlement of convertible senior notes $ ( 8,346 ) $ — The accompanying notes are an integral part of these unaudited consolidated financial statements. 6 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. OSI Restaurant Partners, LLC (“OSI”) is the Company’s primary operating entity. 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 (“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 31, 2023. Recently Issued Financial Accounting Standards Not Yet Adopted - In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” (“ASU No. 2023-07”) which requires disclosure of significant segment expenses regularly provided to the Company’s chief operating decision-maker (“CODM”). ASU No. 2023-07 also allows for multiple measures of segment profit (loss) if the CODM utilizes such measures to allocate resources or assess performance. ASU No. 2023-07 is effective for the Company beginning with the 2024 Form 10-K, with early adoption permitted. The Company is currently evaluating the impact ASU No. 2023-07 will have on its disclosures. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” (“ASU No. 2023-09”) which expands existing income tax disclosures, including disaggregation of the Company’s effective income tax rate reconciliation table and income taxes paid disclosures. ASU No. 2023-09 is effective for the Company beginning with the 2025 Form 10-K, with early adoption permitted. The Company is currently evaluating the impact ASU No. 2023-09 will have on its disclosures. In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” which requires registrants to include climate-related disclosures in their annual reports, including, but not limited to, material Scope 1 and Scope 2 greenhouse gas emissions, climate-related financial metrics, and governance, oversight and risk management processes for material climate-related risks in their audited financial statements. The final rule also requires certain disclosures regarding expenses incurred in relation to severe weather events and other natural conditions. The disclosure requirements are first effective for the Company beginning with the 2026 Form 10-K. The Company is currently evaluating the impact this rule will have on its disclosures. Recent accounting guidance not discussed herein is not applicable, did not have or is not expected to have a material impact to the Company. 7 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 2. Revenue Recognition The following table includes the disaggregation of Restaurant sales and franchise revenues by restaurant concept and major international market for the periods indicated: THIRTEEN WEEKS ENDED MARCH 31, 2024 MARCH 26, 2023 (dollars in thousands) RESTAURANT SALES FRANCHISE REVENUES RESTAURANT SALES FRANCHISE REVENUES U.S. Outback Steakhouse $ 603,613 $ 8,320 $ 628,183 $ 8,544 Carrabba’s Italian Grill 184,429 736 188,042 795 Bonefish Grill 144,503 160 157,689 171 Fleming’s Prime Steakhouse & Wine Bar 96,162 — 102,773 — Other 2,189 38 3,882 15 U.S. total 1,030,896 9,254 1,080,569 9,525 International Outback Steakhouse - Brazil (1) 124,837 — 122,016 — Other (1)(2) 23,754 3,556 25,649 3,998 International total 148,591 3,556 147,665 3,998 Total $ 1,179,487 $ 12,810 $ 1,228,234 $ 13,523 ________________ (1) Includes $ 9.6 million of Restaurant sales during the thirteen weeks ended March 26, 2023 in connection with value added tax exemptions resulting from Brazil 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. 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 31, 2024 DECEMBER 31, 2023 Other current assets, net Deferred gift card sales commissions $ 13,520 $ 18,081 Unearned revenue Deferred gift card revenue $ 312,283 $ 374,274 Deferred loyalty revenue 5,506 5,664 Deferred franchise fees - current 453 473 Other 1,761 1,466 Total Unearned revenue $ 320,003 $ 381,877 Other long-term liabilities, net Deferred franchise fees - non-current $ 3,975 $ 4,036 8 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued The following table is a rollforward of deferred gift card sales commissions for the periods indicated: THIRTEEN WEEKS ENDED (dollars in thousands) MARCH 31, 2024 MARCH 26, 2023 Balance, beginning of the period $ 18,081 $ 17,755 Deferred gift card sales commissions amortization ( 7,498 ) ( 7,797 ) Deferred gift card sales commissions capitalization 3,914 4,403 Other ( 977 ) ( 958 ) Balance, end of the period $ 13,520 $ 13,403 The following table is a rollforward of unearned gift card revenue for the periods indicated: THIRTEEN WEEKS ENDED (dollars in thousands) MARCH 31, 2024 MARCH 26, 2023 Balance, beginning of the period $ 374,274 $ 386,495 Gift card sales 46,609 53,005 Gift card redemptions ( 102,470 ) ( 118,283 ) Gift card breakage ( 6,130 ) ( 7,121 ) Balance, end of the period $ 312,283 $ 314,096 3. Impairments and Exit Costs The components of Provision for impaired assets and restaurant closings are as follows for the period indicated: THIRTEEN WEEKS ENDED (dollars in thousands) MARCH 31, 2024 Impairment losses U.S. $ 1,852 Restaurant closure charges (benefits) U.S. 9,084 International ( 63 ) Total restaurant closure charges 9,021 Provision for impaired assets and restaurant closings $ 10,873 2023 Closure Initiative - During 2023, the Company closed three U.S. and two international Aussie Grill restaurants and made the decision to close 36 predominantly older, underperforming U.S. restaurants (the “2023 Closure Initiative”). The Company has completed all restaurant closures under the 2023 Closure Initiative. Following is a summary of expenses related to the 2023 Closure Initiative charges recognized in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the period indicated (dollars in thousands): DESCRIPTION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME CLASSIFICATION THIRTEEN WEEKS ENDED MARCH 31, 2024 Asset impairments and closure charges Provision for impaired assets and restaurant closings $ 10,094 Severance and other expenses General and administrative 2,427 Closure-related labor costs Labor and other related 434 $ 12,955 The remaining impairment and closure charges during the period presented resulted primarily from locations identified for closure. 9 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 4. (Loss) Earnings Per Share The following table presents the computation of basic and diluted (loss) earnings per share for the periods indicated: THIRTEEN WEEKS ENDED (in thousands, except per share data) MARCH 31, 2024 MARCH 26, 2023 Net (loss) income attributable to Bloomin’ Brands $ ( 83,872 ) $ 91,311 Basic weighted average common shares outstanding 87,024 89,116 Effect of dilutive securities: Stock options — 401 Nonvested restricted stock units — 269 Nonvested performance-based share units — 286 Convertible senior notes — 4,831 Warrants — 3,108 Diluted weighted average common shares outstanding 87,024 98,011 Basic (loss) earnings per share $ ( 0.96 ) $ 1.02 Diluted (loss) earnings per share $ ( 0.96 ) $ 0.93 Share-based compensation-related weighted average securities outstanding not included in the computation of (loss) earnings per share because their effect was antidilutive were as follows for the periods indicated: THIRTEEN WEEKS ENDED (shares in thousands) MARCH 31, 2024 MARCH 26, 2023 Stock options 373 725 Nonvested restricted stock units 255 120 Nonvested performance-based share units 467 344 5. Stock-based Compensation Plans The Company recognized stock-based compensation expense as follows for the periods indicated: THIRTEEN WEEKS ENDED (dollars in thousands) MARCH 31, 2024 MARCH 26, 2023 Performance-based share units $ 493 $ 923 Restricted stock units 1,937 1,963 Total stock-based compensation expense, net of capitalized expense $ 2,430 $ 2,886 10 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued The following table presents a summary of the Company’s performance-based share units (“PSUs”) 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 31, 2023 818 $ 26.92 $ 23,026 Granted 290 $ 27.26 Performance adjustment (2) 237 $ 25.40 Vested ( 473 ) $ 25.40 Forfeited ( 46 ) $ 27.54 Outstanding as of March 31, 2024 826 $ 27.44 $ 23,697 Expected to vest as of March 31, 2024 (3) 489 $ 14,017 ________________ (1) Based on the $ 28.15 and $ 28.68 share price of the Company’s common stock on December 29, 2023 and March 28, 2024, the last trading day of the year ended December 31, 2023 and thirteen weeks ended March 31, 2024, respectively. (2) Represents adjustment to 200 % payout for PSUs granted during 2021. (3) Estimated number of units to be issued upon the vesting of outstanding PSUs based on Company performance projections of performance criteria set forth in the 2022, 2023 and 2024 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: THIRTEEN WEEKS ENDED MARCH 31, 2024 MARCH 26, 2023 Assumptions: Risk-free interest rate (1) 4.37 % 4.26 % Dividend yield (2) 3.49 % 3.47 % Volatility (3) 51.41 % 51.02 % Grant date fair value per unit (4) $ 27.26 $ 29.01 ________________ (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 discount below and a premium above the grant date per share value of the Company’s common stock for the relative total shareholder return modifier of ( 1.6 )% and 2.7 % during the thirteen weeks ended March 31, 2024 and March 26, 2023, respectively. The following represents unrecognized stock-based compensation expense and the remaining weighted average vesting period as of March 31, 2024: UNRECOGNIZED COMPENSATION EXPENSE (dollars in thousands) REMAINING WEIGHTED AVERAGE VESTING PERIOD (in years) Performance-based share units $ 11,215 1.9 Restricted stock units $ 12,531 2.3 11 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 6. Other Current Assets, Net Other current assets, net, consisted of the following as of the periods indicated: (dollars in thousands) MARCH 31, 2024 DECEMBER 31, 2023 Prepaid expenses $ 30,626 $ 26,674 Accounts receivable - gift cards, net 9,049 67,424 Accounts receivable - vendors, net 18,568 13,648 Accounts receivable - franchisees, net 3,371 3,671 Accounts receivable - other, net 19,901 18,100 Deferred gift card sales commissions 13,520 18,081 Other current assets, net 6,262 5,404 $ 101,297 $ 153,002 7. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following as of the periods indicated: (dollars in thousands) MARCH 31, 2024 DECEMBER 31, 2023 Accrued payroll and other compensation (1) $ 73,614 $ 98,903 Accrued insurance 22,064 19,310 Other current liabilities 129,488 137,601 $ 225,166 $ 255,814 ________________ (1) During the thirteen weeks ended March 31, 2024, accrued payroll and other compensation decreased primarily due to timing of bonus payments and salary accruals. 8. Long-term Debt, Net Following is a summary of outstanding Long-term debt, net, as of the periods indicated: MARCH 31, 2024 DECEMBER 31, 2023 (dollars in thousands) OUTSTANDING BALANCE INTEREST RATE OUTSTANDING BALANCE INTEREST RATE Senior secured credit facility - revolving credit facility (1) $ 635,000 6.94 % $ 381,000 6.96 % 2025 Notes (2) 20,724 5.00 % 104,786 5.00 % 2029 Notes 300,000 5.13 % 300,000 5.13 % Less: unamortized debt discount and issuance costs (2) ( 3,946 ) ( 5,067 ) Long-term debt, net $ 951,778 $ 780,719 ________________ (1) Interest rate represents the weighted average interest rate as of the respective periods. (2) During the thirteen weeks ended March 31, 2024, the Company repurchased $ 83.6 million of the 2025 Notes and as a result, wrote off $ 0.8 million of debt issuance costs. See Note 9 - Convertible Senior Notes for additional details. Debt Covenants - As of March 31, 2024 and December 31, 2023, the Company was in compliance with its debt covenants. 9. Convertible Senior Notes 2025 Notes - On February 29, 2024, the Company entered into exchange agreements (the “Exchange Agreements”) with certain holders (the “Noteholders”) of its 5.00 % Convertible Senior Notes due 2025 (the “2025 Notes”). The Exchange Agreements provided for the Company to deliver and pay at the closing of the transactions on March 5, 2024, an aggregate of approximately 7.5 million shares of Common Stock and $ 3.3 million in cash, including 12 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued accrued interest, in exchange for $ 83.6 million in aggregate principal amount of the Company’s outstanding 2025 Notes (the “2025 Notes Partial Repurchase”). In connection with the 2025 Notes Partial Repurchase, the Company recognized a loss on extinguishment of debt of $ 135.8 million and recorded a $ 216.1 million increase to Additional paid-in capital during the thirteen weeks ended March 31, 2024. In connection with dividends paid during the thirteen weeks ended March 31, 2024, the conversion rate for the Company’s remaining 2025 Notes decreased to approximately $ 11.05 per share, which represents 90.494 shares of common stock per $ 1,000 principal amount of the 2025 Notes, or a total of approximately 1.875 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) MARCH 31, 2024 DECEMBER 31, 2023 Principal $ 20,724 $ 104,786 Less: unamortized debt issuance costs (1) ( 178 ) ( 1,138 ) Net carrying amount $ 20,546 $ 103,648 ________________ (1) During the thirteen weeks ended March 31, 2024, the Company wrote off $ 0.8 million of debt issuance costs as a result of the 2025 Notes Partial Repurchase. Following is a summary of interest expense for the 2025 Notes by component for the periods indicated: THIRTEEN WEEKS ENDED (dollars in thousands) MARCH 31, 2024 MARCH 26, 2023 Coupon interest $ 1,006 $ 1,313 Debt issuance cost amortization 158 195 Total interest expense (1) $ 1,164 $ 1,508 ________________ (1) The effective rate of the 2025 Notes over their expected life is 5.85 %. Based on the daily closing prices of the Company’s stock during the quarter ended March 31, 2024, the remaining holders of the 2025 Notes are eligible to convert their notes during the second quarter of 2024. Convertible Note Hedge and Warrant Transactions - In connection with the 2025 Notes Partial Repurchase, on February 29, 2024, the Company entered into partial unwind agreements with certain financial institutions (the “Derivative Counterparties”) relating to a portion of the convertible note hedge transactions (the “Note Hedge Early Termination Agreements”) and a portion of the warrant transactions (the “Warrant Early Termination Agreements” and together with the Note Hedge Early Termination Agreements, the “Early Termination Agreements”) that were previously entered into by the Company in connection with the issuance of the 2025 Notes. Pursuant to the Early Termination Agreements, the Derivative Counterparties made a termination payment to the Company which consisted of approximately $ 118.2 million in cash and 0.3 million shares of common stock and the Company made a termination payment to the Derivative Counterparties in an aggregate amount of approximately $ 102.2 million in cash. In connection with the Note Hedge Early Termination Agreements and the Warrant Early Termination Agreements, the Company recorded a $ 126.5 million increase and a $ 102.2 million decrease, respectively, to Additional paid-in capital during the thirteen weeks ended March 31, 2024. The Company also recorded a $ 8.3 million increase to Accumulated deficit in connection with the Note Hedge Early Termination Agreements. The remaining warrants have a dilutive effect on the Company’s common stock to the extent that the price of its common stock exceeds the strike price of the warrants. In connection with dividends paid during thirteen weeks ended March 31, 2024, the strike price for the remaining warrants decreased to $ 15.47 . 13 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 10. Stockholders’ Equity Share Repurchases - In February 2024, the Company’s Board of Directors (the “Board”) canceled the remaining $ 57.5 million under the Company’s former share repurchase authorization and approved a new $ 350.0 million share repurchase authorization (the “2024 Share Repurchase Program”). The 2024 Share Repurchase Program includes capacity above the Company’s normal repurchase activity to provide flexibility in retiring the 2025 Notes at or prior to their May 2025 maturity. The 2024 Share Repurchase Program will expire on August 13, 2025. On March 1, 2024, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”), in connection with the 2024 Share Repurchase Program, with Wells Fargo Bank, National Association (“Wells Fargo”) to repurchase $ 220.0 million of the Company’s common stock. Under the ASR Agreement, the Company made an aggregate payment of $ 220.0 million to Wells Fargo and received an aggregate initial delivery of approximately 6.5 million shares of common stock on March 4, 2024, representing approximately 80 % of the total shares that were estimated to be repurchased under the ASR Agreement based on the price per share of common stock as of that date. The exact number of shares the Company repurchased under the ASR Agreement was based generally on the average of the daily volume-weighted average price per share of common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. On April 23, 2024, the Company received 1.4 million additional shares of common stock from Wells Fargo in connection with the final settlement of the ASR Agreement. The Company funded the payment under the ASR Agreement, together with the cash portion of the amounts payable under the Exchange Agreements, primarily with borrowings under the revolving credit facility and net proceeds from the Early Termination Agreements. As of March 31, 2024, $ 130.0 million remained available for repurchase under the 2024 Share Repurchase Program. Following is a summary of the shares repurchased during fiscal year 2024: (in thousands, except per share data) NUMBER OF SHARES AVERAGE REPURCHASE PRICE PER SHARE AMOUNT First fiscal quarter (1) 6,948 $ 27.13 $ 188,500 ________________ (1) Excludes $ 0.4 million of fees recorded in Additional paid-in capital related to repurchases under the ASR Agreement. Also excludes $ 44.0 million paid in March 2024 for the repurchase of 1.4 million shares that settled on April 23, 2024 in connection with the ASR Agreement. Dividends - The Company declared and paid dividends per share during fiscal year 2024 as follows: (dollars in thousands, except per share data) DIVIDENDS PER SHARE AMOUNT First fiscal quarter $ 0.24 $ 21,075 In April 2024, the Board declared a quarterly cash dividend of $ 0.24 per share, payable on May 31, 2024 to shareholders of record at the close of business on May 20, 2024 . Accumulated Other Comprehensive Loss (“AOCL”) - Following are the components of AOCL as of the periods indicated: (dollars in thousands) MARCH 31, 2024 DECEMBER 31, 2023 Foreign currency translation adjustment $ ( 179,620 ) $ ( 177,689 ) Unrealized gain (loss) on derivatives, net of tax 542 ( 615 ) Accumulated other comprehensive loss $ ( 179,078 ) $ ( 178,304 ) 14 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued Following are the components of Other comprehensive loss attributable to Bloomin’ Brands for the periods indicated: THIRTEEN WEEKS ENDED (dollars in thousands) MARCH 31, 2024 MARCH 26, 2023 Foreign currency translation adjustment $ ( 1,931 ) $ ( 1,134 ) Change in fair value of derivatives, net of tax 1,435 — Reclassification realized in Net (loss) income, net of tax ( 278 ) — Gain on derivatives, net of tax 1,157 — Other comprehensive loss attributable to Bloomin’ Brands $ ( 774 ) $ ( 1,134 ) 11. Derivative Instruments and Hedging Activities Cash Flow Hedges of Interest Rate Risk - In March 2024 and December 2023, OSI entered into 11 interest rate swap agreements with ten counterparties (the “Swap Transactions”) to manage its exposure to fluctuations in variable interest rates. The Swap Transactions have an aggregate notional amount of $ 375.0 million and include one and two-year tenors with the following terms: NOTIONAL AMOUNT WEIGHTED AVERAGE FIXED INTEREST RATE (1) EFFECTIVE DATE TERMINATION DATE $ 100,000,000 4.92 % December 29, 2023 December 31, 2024 100,000,000 4.34 % December 29, 2023 December 31, 2025 175,000,000 4.40 % March 29, 2024 March 31, 2026 $ 375,000,000 4.52 % ____________________ (1) The weighted average fixed interest rate excludes the term SOFR adjustment and interest rate spread described below. In connection with the Swap Transactions, the Company effectively converted $ 375.0 million of its outstanding indebtedness from the Secured Overnight Financing Rate (“SOFR”), plus a term SOFR adjustment of 0.10 % and a spread of 150 to 250 basis points to the weighted average fixed interest rates within the table above, plus a term SOFR adjustment of 0.10 % and a spread of 150 to 250 basis points. The Swap Transactions have an embedded floor of minus 0.10 %. The Swap Transactions have been designated and qualify as cash flow hedges, are recognized on the Company’s Consolidated Balance Sheets at fair value and are classified based on the instruments’ maturity dates. The Company estimated $ 1.6 million of interest income will be reclassified to Interest expense, net over the next 12 months related to the Company’s Swap Transactions. The following table presents the fair value and classification of the Company’s swap agreements as of the periods indicated: (dollars in thousands) MARCH 31, 2024 DECEMBER 31, 2023 CONSOLIDATED BALANCE SHEET CLASSIFICATION Interest rate swaps - asset (1) $ 1,574 $ 320 Other current assets, net Interest rate swaps - liability $ — $ 253 Accrued and other current liabilities Interest rate swaps - liability 846 893 Other long-term liabilities, net Total fair value of derivative instruments - liabilities (1) $ 846 $ 1,146 ____________________ (1) See Note 13 - Fair Value Measurements for fair value discussion of the interest rate swaps. 15 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued By utilizing the interest rate swaps, the Company is exposed to credit-related losses in the event that the counterparty fails to perform under the terms of the derivative contract. To mitigate this risk, the Company enters into derivative contracts with major financial institutions based upon credit ratings and other factors. The Company continually assesses the creditworthiness of its counterparties. As of March 31, 2024, all counterparties to the interest rate swaps performed in accordance with their contractual obligations. The Company has agreements with each of its derivative counterparties that contain a provision whereby the Company could be declared in default on its derivative obligations if the repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on indebtedness. As of December 31, 2023, the fair value of the Company’s interest rate swaps was in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk, of $ 0.8 million. As of December 31, 2023, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions as of December 31, 2023, it could have been required to settle its obligations under the agreements at their termination value of $ 0.8 million. 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 MARCH 31, 2024 DECEMBER 31, 2023 Operating lease right-of-use assets Operating lease right-of-use assets $ 1,087,286 $ 1,084,951 Finance lease right-of-use assets (1) Property, fixtures and equipment, net 9,148 9,941 Total lease assets, net $ 1,096,434 $ 1,094,892 Current operating lease liabilities Current operating lease liabilities $ 171,175 $ 175,442 Current finance lease liabilities Accrued and other current liabilities 2,830 3,197 Non-current operating lease liabilities Non-current operating lease liabilities 1,138,653 1,131,639 Non-current finance lease liabilities Other long-term liabilities, net 7,072 7,414 Total lease liabilities $ 1,319,730 $ 1,317,692 ________________ (1) Net of accumulated amortization of $ 5.4 million and $ 4.7 million as of March 31, 2024 and December 31, 2023, respectively. Following is a summary of expenses and income related to leases recognized in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for the periods indicated: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME CLASSIFICATION THIRTEEN WEEKS ENDED (dollars in thousands) MARCH 31, 2024 MARCH 26, 2023 Operating lease cost (1) Other restaurant operating $ 45,804 $ 45,747 Variable lease cost Other restaurant operating 2,560 1,724 Finance lease costs: Amortization of leased assets Depreciation and amortization 788 488 Interest on lease liabilities Interest expense, net 202 136 Sublease revenue Franchise and other revenues ( 1,748 ) ( 1,708 ) Lease costs, net $ 47,606 $ 46,387 ________________ (1) Excludes rent expense for office facilities and Company-owned closed or subleased properties of $ 3.5 million and $ 3.0 million for the thirteen weeks ended March 31, 2024 and March 26, 2023, respectively, which is included in General and administrative expense. 16 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 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: THIRTEEN WEEKS ENDED (dollars in thousands) MARCH 31, 2024 MARCH 26, 2023 Cash flows from operating activities: Cash paid for amounts included in the measurement of operating lease liabilities $ 49,883 $ 48,620 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 and liabilities measured at fair value by hierarchy level on a recurring basis as of the periods indicated: MARCH 31, 2024 DECEMBER 31, 2023 (dollars in thousands) TOTAL LEVEL 1 LEVEL 2 TOTAL LEVEL 1 LEVEL 2 Assets: Cash equivalents: Fixed income funds $ 22,720 $ 22,720 $ — $ 12,837 $ 12,837 $ — Money market funds 16,178 16,178 — 11,083 11,083 — Restricted cash equivalents: Money market funds — — — 2,854 2,854 — Other current assets, net: Derivative instruments - interest rate swaps 1,574 — 1,574 320 — 320 Total asset recurring fair value measurements $ 40,472 $ 38,898 $ 1,574 $ 27,094 $ 26,774 $ 320 Liabilities: Accrued and other current liabilities: Derivative instruments - interest rate swaps $ — $ — $ — $ 253 $ — $ 253 Other long-term liabilities: Derivative instruments - interest rate swaps 846 — 846 893 — 893 Total liability recurring fair value measurements $ 846 $ — $ 846 $ 1,146 $ — $ 1,146 Fair value of each class of financial instruments is determined based on the following: FINANCIAL INSTRUMENT METHODS AND ASSUMPTIONS Fixed income funds and Money market funds Carrying value approximates fair value because maturities are less than three months. Derivative instruments The Company’s derivative instruments include interest rate swaps. Fair value measurements are based on the contractual terms of the derivatives and observable market-based inputs. The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads. The Company also considers its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. As of March 31, 2024 and December 31, 2023, the Company determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. 17 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued Interim Disclosures about Fair Value of Financial Instruments - The Company’s non-derivative 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: MARCH 31, 2024 DECEMBER 31, 2023 (dollars in thousands) CARRYING VALUE FAIR VALUE LEVEL 2 CARRYING VALUE FAIR VALUE LEVEL 2 Senior secured credit facility - revolving credit facility $ 635,000 $ 635,000 $ 381,000 $ 381,000 2025 Notes $ 20,724 $ 53,346 $ 104,786 $ 265,896 2029 Notes $ 300,000 $ 278,517 $ 300,000 $ 277,809 14. Income Taxes THIRTEEN WEEKS ENDED (dollars in thousands) MARCH 31, 2024 MARCH 26, 2023 (Loss) income before provision for income taxes $ ( 72,320 ) $ 108,189 Provision for income taxes $ 9,970 $ 14,761 Effective income tax rate ( 13.8 ) % 13.6 % The effective income tax rate for the thirteen weeks ended March 31, 2024 includes the impact of nondeductible losses associated with the 2025 Notes Partial Repurchase which, relative to a pre-tax book loss during the quarter, resulted in a negative effective income tax rate. On January 24, 2024, the Company’s Brazilian subsidiary received an unfavorable second level court ruling related to its ongoing litigation regarding its eligibility for tax exemptions under the Brazil tax legislation, that temporarily granted 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 Company will appeal this ruling, and believes that it will more likely than not prevail in this appeal and accordingly has not recorded any expense or liability for the disputed amounts. 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 (Loss) income before provision for income taxes. The effective income tax rate for the thirteen weeks ended March 31, 2024 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 and the impact of nondeductible losses associated with the 2025 Notes Partial Repurchase which, relative to a pre-tax book loss during the quarter, resulted in a negative effective income tax rate. The effective income tax rate for the thirteen weeks ended March 26, 2023 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 and benefits of Brazil tax legislation that include a temporary reduction in the Brazilian income tax rate from 34 % to 0 %. 18 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued 15. Commitments and Contingencies Litigation and Other Matters - The Company recorded reserves of $ 9.5 million and $ 13.3 million for certain of its outstanding legal proceedings as of March 31, 2024 and December 31, 2023, 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 March 31, 2024, the undiscounted payments that the Company could be required to make in the event of non-payment by the primary lessees was $ 18.9 million. The present value of these potential payments discounted at the Company’s incremental borrowing rate as of March 31, 2024 was $ 15.1 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 March 31, 2024 and December 31, 2023, the Company’s recorded contingent lease liability was $ 4.8 million and $ 5.3 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. 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 31, 2023. 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. 19 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued The following tables summarize Total revenues, Depreciation and amortization, and Income from operations by segment for the periods indicated: THIRTEEN WEEKS ENDED MARCH 31, 2024 (dollars in thousands) U.S. INTERNATIONAL CORPORATE CONSOLIDATED Total revenues $ 1,043,104 $ 152,223 $ — $ 1,195,327 Depreciation and amortization $ 39,968 $ 7,261 $ 2,053 $ 49,282 Income from operations $ 97,484 $ 15,762 $ ( 36,153 ) $ 77,093 THIRTEEN WEEKS ENDED MARCH 26, 2023 (dollars in thousands) U.S. INTERNATIONAL CORPORATE CONSOLIDATED Total revenues $ 1,092,996 $ 151,750 $ — $ 1,244,746 Depreciation and amortization $ 38,163 $ 5,919 $ 2,220 $ 46,302 Income from operations $ 133,243 $ 24,508 $ ( 37,118 ) $ 120,633 The following table is a reconciliation of segment income from operations to (Loss) income before provision for income taxes for the periods indicated: THIRTEEN WEEKS ENDED (dollars in thousands) MARCH 31, 2024 MARCH 26, 2023 Income from operations $ 77,093 $ 120,633 Loss on extinguishment of debt ( 135,797 ) — Interest expense, net ( 13,616 ) ( 12,444 ) (Loss) income before provision for income taxes $ ( 72,320 ) $ 108,189 20 Table of Contents BLOOMIN’ BRANDS, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS