What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-08 compared with 2024-08-07 · 247 added, 181 removed, 545 unchanged (44% of the section changed)

2 unchanged sentences

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

JUNE 30, 2024 DECEMBER 31, 2023

SEPTEMBER 29, 2024 DECEMBER 31, 2023

Current assets

26 unchanged sentences

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

no shares issued and outstanding as of June 30, 2024 and December 31, 2023

no shares issued and outstanding as of September 29, 2024 and December 31, 2023

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

85,776,033 and 86,968,536 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

84,830,409 and 86,968,536 shares issued and outstanding as of September 29, 2024 and December 31, 2023, respectively

Additional paid-in capital 1,291,576 1,115,387

7 unchanged sentences

BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Restaurant sales $ 1,025,090 $ 1,064,413 $ 3,308,142 $ 3,429,977

12 unchanged sentences

Interest expense, net ( 15,953 ) ( 12,843 ) ( 44,371 ) ( 38,248 )

Income (loss) before provision for income taxes 31,329 76,485 ( 40,991 ) 184,674

Provision for income taxes 1,698 6,483 11,668 21,244

Income (loss) before (benefit) provision for income taxes 1,032 45,373 ( 39,959 ) 230,047

(Benefit) provision for income taxes ( 6,509 ) ( 58 ) 5,159 21,186

Net income (loss) 7,541 45,431 ( 45,118 ) 208,861

3 unchanged sentences

Net income (loss) $ 7,541 $ 45,431 $ ( 45,118 ) $ 208,861

Other comprehensive income (loss):

Other comprehensive (loss) income:

Foreign currency translation adjustment ( 11,849 ) 3,103 ( 23,638 ) 6,471

Net gain on derivatives, net of tax 330 — 1,487 —

Comprehensive income (loss) 20,103 74,504 ( 62,961 ) 166,798

Net loss on derivatives, net of tax ( 3,474 ) — ( 1,987 ) —

Comprehensive (loss) income ( 7,782 ) 48,534 ( 70,743 ) 215,332

comprehensive income attributable to noncontrolling interests 629 903 3,439 4,745

Comprehensive income (loss) attributable to Bloomin’ Brands $ 18,875 $ 72,779 $ ( 65,771 ) $ 162,956

Comprehensive (loss) income attributable to Bloomin’ Brands $ ( 8,411 ) $ 47,631 $ ( 74,182 ) $ 210,587

Earnings (loss) per share:

13 unchanged sentences

SHARES AMOUNT

March 31, 2024 87,811 $ 878 $ 1,290,765 $ ( 809,880 ) $ ( 179,078 ) $ 2,750 $ 305,435

June 30, 2024 85,776 $ 858 $ 1,309,482 $ ( 834,926 ) $ ( 188,606 ) $ 2,885 $ 289,693

Net income — — — 6,912 — 629 7,541

8 unchanged sentences

Contributions from noncontrolling interests — — — — — 420 420

June 30, 2024 85,776 $ 858 $ 1,309,482 $ ( 834,926 ) $ ( 188,606 ) $ 2,885 $ 289,693

September 29, 2024 84,830 $ 848 $ 1,291,576 $ ( 846,376 ) $ ( 203,929 ) $ 2,852 $ 244,971

December 31, 2023 86,969 $ 870 $ 1,115,387 $ ( 528,831 ) $ ( 178,304 ) $ 2,881 $ 412,003

12 unchanged sentences

Retirement of warrants — — ( 102,213 ) — — — ( 102,213 )

June 30, 2024 85,776 $ 858 $ 1,309,482 $ ( 834,926 ) $ ( 188,606 ) $ 2,885 $ 289,693

September 29, 2024 84,830 $ 848 $ 1,291,576 $ ( 846,376 ) $ ( 203,929 ) $ 2,852 $ 244,971

(CONTINUED...)

7 unchanged sentences

SHARES AMOUNT

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

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

Net income — — — 44,528 — 903 45,431

8 unchanged sentences

Contributions from noncontrolling interests — — — — — 229 229

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

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

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

9 unchanged sentences

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

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

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

________________

4 unchanged sentences

(DOLLARS IN THOUSANDS, UNAUDITED)

TWENTY-SIX WEEKS ENDED

JUNE 30, 2024 JUNE 25, 2023

THIRTY-NINE WEEKS ENDED

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Cash flows provided by operating activities:

19 unchanged sentences

Repayments of borrowings on revolving credit facilities ( 1,646,000 ) ( 768,000 )

Financing fees ( 6,945 ) —

Repayments of finance lease obligations ( 2,060 ) ( 1,302 )

10 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 8,206 ) 1,331

Net increase in cash, cash equivalents and restricted cash 3,546 4,059

Net (decrease) increase in cash, cash equivalents and restricted cash ( 30,741 ) 1,844

Cash, cash equivalents and restricted cash as of the beginning of the period 114,373 84,735

6 unchanged sentences

Leased assets obtained in exchange for new finance lease liabilities $ 1,163 $ 5,435

(Decrease) increase in liabilities from the acquisition of property, fixtures and equipment $ ( 258 ) $ 7,522

Increase in liabilities from the acquisition of property, fixtures and equipment $ 2,662 $ 15,486

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 ) $ —

Financing fees in accrued liabilities $ 2,040 $ —

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

4 unchanged sentences

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.

The Company’s restaurant portfolio includes 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.

10 unchanged sentences

2023-07 also allows for multiple measures of segment profit (loss) if the CODM utilizes such measures to allocate resources or assess performance.

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.

2023-07 is effective for the Company beginning with the 2024 Form 10-K, with early adoption permitted, and is required to be applied retrospectively for all prior periods presented.

The Company expects ASU No.

2023-07 to only impact its disclosures with no impacts to its results of operations, cash flows and financial condition.

In December 2023, the FASB issued ASU No.

10 unchanged sentences

In April 2024, the SEC voluntarily stayed the final rule due to pending legal challenges.

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.

The Company is currently monitoring legal challenges to the final rule and evaluating the impact the rule will have on its disclosures.

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement - Reporting Comprehensive Income (Subtopic 220-40):

Disaggregation of Income Statement Expenses,” (“ASU No.

2024-03”) which requires detailed disclosures in the notes to financial statements of expense categories within relevant income statement captions including purchases of inventory, employee compensation, depreciation and intangible asset amortization.

2024-03 is effective for the Company beginning with the 2027 Form 10-K, with early adoption permitted, and may

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

(UNAUDITED) - Continued

be applied either prospectively for reporting periods after the effective date or retrospectively to prior periods presented.

The Company is currently evaluating the impact ASU No.

2024-03 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.

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 presentation of certain items within the notes to the consolidated financial statements.

These reclassifications had no effect on previously reported net income.

Revenue Recognition

1 unchanged sentence

THIRTEEN WEEKS ENDED

JUNE 30, 2024 JUNE 25, 2023

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

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

10 unchanged sentences

Total $ 1,025,090 $ 11,635 $ 1,064,413 $ 11,820

TWENTY-SIX WEEKS ENDED

JUNE 30, 2024 JUNE 25, 2023

THIRTY-NINE WEEKS ENDED

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

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

11 unchanged sentences

________________

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

See Note 15 - Income Taxes for details regarding the Brazil tax legislation.

(1) Includes Restaurant sales for Company-owned Outback Steakhouse restaurants outside of Brazil and Abbraccio restaurants in Brazil.

4 unchanged sentences

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

(dollars in thousands) JUNE 30, 2024 DECEMBER 31, 2023

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023

Other current assets, net

9 unchanged sentences

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Balance, beginning of the period $ 12,650 $ 12,694 $ 18,081 $ 17,755

4 unchanged sentences

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Balance, beginning of the period $ 300,590 $ 304,942 $ 374,274 $ 386,495

8 unchanged sentences

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 30, 2024

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 29, 2024

Impairment losses

13 unchanged sentences

restaurants (the “2023 Restaurant Closures”).

Following is a summary of expenses recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the period indicated (dollars in thousands):

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

JUNE 30, 2024

Following is a summary of expenses 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 THIRTY-NINE WEEKS ENDED

SEPTEMBER 29, 2024

Asset impairments and closure charges Provision for impaired assets and restaurant closings $ 11,890

8 unchanged sentences

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(in thousands, except per share data) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(in thousands, except per share data) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Net income (loss) attributable to Bloomin’ Brands

2 unchanged sentences

Effect of dilutive securities:

Stock options 204 395 — 398

Nonvested restricted stock units 86 132 — 201

Nonvested performance-based share units — — — 143

Stock-based compensation awards 84 674 — 719

Convertible senior notes (1) 744 5,367 — 5,067

3 unchanged sentences

Diluted earnings (loss) per share $ 0.08 $ 0.45 $ ( 0.56 ) $ 2.08

Antidilutive stock-based compensation awards 2,155 373 1,541 951

________________

(1) During the twenty-six weeks ended June 30, 2024, the Company repurchased $ 83.6 million of the convertible notes due in 2025 and settled the corresponding portion of the related note hedges and warrants (the “2025 Notes Partial Repurchase”).

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(shares in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

Stock options 324 689 451 707

Nonvested restricted stock units 55 21 199 70

Nonvested performance-based share units 619 581 543 463

(1) During the thirty-nine weeks ended September 29, 2024, the Company repurchased $ 83.6 million of the convertible notes due in 2025 and settled the corresponding portion of the related note hedges and warrants (the “2025 Notes Partial Repurchase”).

Stock-based Compensation Plans

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

Performance-based share units (1) $ ( 1,556 ) $ 2,297 $ ( 1,063 ) $ 3,220

Restricted stock units 2,021 1,985 3,958 3,948

Stock options — 835 — 835

Total stock-based compensation expense, net of capitalized expense $ 465 $ 5,117 $ 2,895 $ 8,003

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Stock-based compensation expense, net of capitalized expense (1) $ 2,342 $ 4,392 $ 5,237 $ 12,395

________________

(1) The thirteen and twenty-six weeks ended June 30, 2024 include a cumulative life-to-date adjustment to decrease expense for PSUs granted in fiscal year 2023 based on updated assumptions regarding the criteria set forth in the award agreements.

(1) The thirty-nine weeks ended September 29, 2024 includes a cumulative life-to-date adjustment to decrease expense for PSUs granted in fiscal year 2023 based on updated assumptions regarding the criteria set forth in the award agreements.

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

(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)

The following table presents a summary of the Company’s performance-based share units (“PSUs”) and restricted stock units (“RSUs”) activity:

WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNIT AGGREGATE INTRINSIC VALUE (1)

(in thousands, except per unit data) PSUs RSUs PSUs RSUs PSUs RSUs

Outstanding as of December 31, 2023 818 631 $ 26.92 $ 23.58 $ 23,026 $ 17,757

3 unchanged sentences

Forfeited ( 150 ) ( 73 ) $ 27.55 $ 23.93

Outstanding as of June 30, 2024 786 $ 27.43 $ 15,107

Expected to vest as of June 30, 2024 (3) 288 $ 5,543

Outstanding as of September 29, 2024 722 889 $ 27.42 $ 21.02 $ 12,133 $ 14,937

Expected to vest as of September 29, 2024 (4) 264 889 $ 4,432 $ 14,937

________________

(1) Based on the $ 28.15 and $ 19.23 share price of the Company’s common stock on December 29, 2023 and June 28, 2024, the last trading day of the year ended December 31, 2023 and twenty-six weeks ended June 30, 2024, respectively.

(1) Based on the $ 28.15 and $ 16.80 share price of the Company’s common stock on December 29, 2023 and September 27, 2024, the last trading day of the year ended December 31, 2023 and thirty-nine weeks ended September 29, 2024, respectively.

(2) The weighted average dividend yield for RSUs granted during 2024 is 4.53 %.

(3) 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.

(4) For PSUs, 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:

TWENTY-SIX WEEKS ENDED

JUNE 30, 2024 JUNE 25, 2023

THIRTY-NINE WEEKS ENDED

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Risk-free interest rate (1) 4.37 % 4.26 %

7 unchanged sentences

(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 twenty-six weeks ended June 30, 2024 and June 25, 2023, respectively.

The following represents unrecognized stock-based compensation expense and the remaining weighted average recognition period as of June 30, 2024:

(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 thirty-nine weeks ended September 29, 2024 and September 24, 2023, respectively.

The following represents unrecognized stock-based compensation expense and the remaining weighted average recognition period as of September 29, 2024:

UNRECOGNIZED COMPENSATION EXPENSE

5 unchanged sentences

(UNAUDITED) - Continued

Other Current Assets, Net

Supplemental Balance Sheet Information

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

(dollars in thousands) JUNE 30, 2024 DECEMBER 31, 2023

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023

Prepaid expenses $ 30,102 $ 26,674

6 unchanged sentences

$ 105,477 $ 153,002

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 2024 assessment was qualitative and the 2023 assessment was quantitative.

Goodwill and Intangible Assets - The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets during its second fiscal quarter.

The Company’s 2024 assessment was qualitative and its 2023 assessment was quantitative.

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

Accrued and Other Current Liabilities

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

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023

Company-owned life insurance $ 31,874 $ 28,018

Deferred debt issuance costs - revolving credit facility (1) 11,310 3,813

Liquor licenses 22,583 23,125

Judicial deposits (2) 64,493 20,485

Other assets 7,352 9,746

$ 137,612 $ 85,187

________________

(1) Net of accumulated amortization of $ 0.1 million and $ 11.7 million as of September 29, 2024 and December 31, 2023, respectively.

During the thirteen weeks ended September 29, 2024, the Company recorded $ 9.0 million of deferred debt issuance costs in connection with the Third Amended and Restated Credit Agreement, as defined below.

See Long-term debt, net below for details regarding the Third Amended and Restated Credit Agreement.

(2) These assets arise from the Company’s Brazilian operations and their realization could take several years.

Includes $ 43.2 million as of September 29, 2024 related to the Brazil tax legislation.

See Note 12 - Income Taxes for details regarding the judicial deposits in connection with Brazil tax legislation.

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

(dollars in thousands) JUNE 30, 2024 DECEMBER 31, 2023

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023

Accrued payroll and other compensation $ 72,976 $ 98,903

2 unchanged sentences

$ 217,773 $ 255,814

Long-term Debt, Net

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

JUNE 30, 2024 DECEMBER 31, 2023

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Long-term debt, net , consisted of the following as of the periods indicated:

SEPTEMBER 29, 2024 DECEMBER 31, 2023

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

Senior secured credit facility - revolving credit facility (1) $ 775,000 6.86 % $ —

Former credit facility - revolving credit facility (1) — 381,000 6.96 %

2025 Notes (2)(3) 20,724 5.00 % 104,786 5.00 %

2029 Notes 300,000 5.13 % 300,000 5.13 %

Long-term debt 1,095,724 785,786

unamortized debt discount and issuance costs (2) ( 3,535 ) ( 5,067 )

2 unchanged sentences

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

(2) During the twenty-six weeks ended June 30, 2024, the Company repurchased $ 83.6 million of the 2025 Notes and as a result, wrote off $ 0.8 million of debt issuance costs.

(2) During the thirty-nine weeks ended September 29, 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 7 - Convertible Senior Notes for additional details.

Debt Covenants - As of June 30, 2024 and December 31, 2023, the Company was in compliance with its debt covenants.

(3) Obligations under the 2025 Notes, which mature on May 1, 2025, have been classified as long-term, reflecting the Company’s intent and ability to refinance these notes through its existing revolving credit facility.

Third Amended and Restated Credit Agreement – On September 19, 2024, the Company and OSI, as co-borrowers, entered into the Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”), which provides for senior secured financing of up to $ 1.2 billion consisting of a revolving credit facility (the “Senior Secured Credit Facility”).

The Senior Secured Credit Facility matures on September 19, 2029 and replaced the Company’s prior senior secured financing of up to $ 1.0 billion (the “Former Credit Facility”).

The total indebtedness of the Company and interest rate applied to the Company’s borrowings remained unchanged as a result of the Third Amended and Restated Credit Agreement.

The commitments under the Third Amended and Restated Credit Agreement may be increased in an aggregate principal amount of up to;

(i) $ 550.0 million or (ii) at the Company’s option, up to an unlimited amount of incremental facilities, so long as the Consolidated Senior Secured Net Leverage Ratio, as defined in the Third Amended and Restated Credit Agreement, is no more than 3.00 to 1.00 as of the last day of the most recent period of four consecutive fiscal quarters ended, after giving effect to any such incurrence on a pro forma basis.

Under the Third Amended and Restated Credit Agreement, the Company may elect an interest rate at each reset period based on the Base Rate or Term SOFR, plus an applicable spread.

The Term SOFR rate is the forward-looking term rate based on the secured overnight financing rate (“SOFR”) that is published by CME Group Benchmark Administration Limited (“Term SOFR”).

The Base Rate option is the highest of:

(i) the prime rate of Wells Fargo Bank, National Association, (ii) the federal funds effective rate plus 0.5 of 1.0% or (iii) the one-month Term SOFR plus a 0.10 % Term SOFR Adjustment, plus 1.0 % (the “Base Rate”).

The Adjusted Term SOFR option is the Term SOFR rate plus a 0.10 % Term SOFR Adjustment, subject to a 0 % floor.

The interest rate spreads are as follows:

BASE RATE ELECTION ADJUSTED TERM SOFR ELECTION

Revolving credit facility 50 to 150 basis points over the Base Rate

150 to 250 basis points over the Adjusted Term SOFR

The Third Amended and Restated Credit Agreement requires a Total Net Leverage Ratio (“TNLR”) not to exceed 4.50 to 1.00 (with a limited ability to temporarily increase TNLR to 5.00 to 1.00 in connection with material acquisitions).

TNLR is the ratio of Consolidated Total Debt (Current portion of long-term debt and Long-term debt, net of cash, excluding the 2025 Notes) to Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization and certain other adjustments as defined in the Third Amended and Restated Credit Agreement).

Debt Covenants - As of September 29, 2024 and December 31, 2023, the Company was in compliance with its debt covenants.

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

(UNAUDITED) - Continued

Maturities - Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of September 29, 2024:

(dollars in thousands) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 THEREAFTER TOTAL

Debt repayments $ 20,724 $ — $ — $ — $ 1,075,000 $ — $ 1,095,724

Convertible Senior Notes

1 unchanged sentence

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 its common stock and $ 3.3 million in cash, including 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 twenty-six weeks ended June 30, 2024.

In connection with dividends paid during the twenty-six weeks ended June 30, 2024, the conversion rate for the Company’s remaining 2025 Notes decreased to approximately $ 10.94 per share, which represents 91.403 shares of common stock per $ 1,000 principal amount of the 2025 Notes, or a total of approximately 1.894 million shares.

In connection with dividends paid during the thirty-nine weeks ended September 29, 2024, the conversion rate for the Company’s remaining 2025 Notes decreased to approximately $ 10.79 per share, which represents 92.643 shares of common stock per $ 1,000 principal amount of the 2025 Notes, or a total of approximately 1.920 million shares.

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

(dollars in thousands) JUNE 30, 2024 DECEMBER 31, 2023

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023

Principal $ 20,724 $ 104,786

2 unchanged sentences

________________

(1) During the twenty-six weeks ended June 30, 2024, the Company wrote off $ 0.8 million of debt issuance costs as a result of the 2025 Notes Partial Repurchase.

(1) During the thirty-nine weeks ended September 29, 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 TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Coupon interest $ 259 $ 1,310 $ 1,524 $ 3,932

3 unchanged sentences

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

The decrease in interest expense during the thirteen and twenty-six weeks ended June 30, 2024 relates to the 2025 Notes Partial Repurchase in February 2024.

Based on the daily closing prices of the Company’s stock during the quarter ended June 30, 2024, the remaining holders of the 2025 Notes are eligible to convert their notes during the third 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 twenty-six weeks ended June 30, 2024.

The Company also recorded an $ 8.3 million increase to Accumulated deficit in connection with the Note Hedge Early Termination Agreements.

The decrease in interest expense during the thirteen and thirty-nine weeks ended September 29, 2024 relates to the 2025 Notes Partial Repurchase in February 2024.

Based on the daily closing prices of the Company’s stock during the quarter ended September 29, 2024, the remaining holders of the 2025 Notes are eligible to convert their notes during the fourth quarter of 2024.

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

(UNAUDITED) - Continued

previously entered into by the Company in connection with the issuance of the 2025 Notes.

The Company also recorded an $ 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 twenty-six weeks ended June 30, 2024, the strike price for the remaining warrants decreased to $ 15.32 .

In connection with dividends paid during thirty-nine weeks ended September 29, 2024, the strike price for the remaining warrants decreased to $ 15.11 .

Stockholders’ Equity

9 unchanged sentences

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 June 30, 2024, $ 115.0 million remained available for repurchase under the 2024 Share Repurchase Program.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

As of September 29, 2024, $ 96.8 million remained available for repurchase under the 2024 Share Repurchase Program.

Following is a summary of the shares repurchased during fiscal year 2024:

2 unchanged sentences

Second fiscal quarter (1) 2,156 $ 27.36 59,000

Third fiscal quarter 969 $ 18.78 18,195

Total common stock repurchases (2) 10,073 $ 26.38 $ 265,695

2 unchanged sentences

(2) Excludes $ 0.4 million of fees recorded in Accumulated deficit related to repurchases under the ASR Agreement.

Subsequent to June 30, 2024, the Company repurchased 823 thousand shares of its common stock for $ 15.6 million under the 2024 Share Repurchase Program through August 2, 2024 under a Rule 10b5-1 plan.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Dividends - The Company declared and paid dividends per share during fiscal year 2024 as follows:

2 unchanged sentences

Second fiscal quarter 0.24 20,762

Third fiscal quarter 0.24 20,375

Total cash dividends declared and paid $ 0.72 $ 62,212

In July 2024, the Board declared a quarterly cash dividend of $ 0.24 per share, payable on September 4, 2024 to shareholders of record at the close of business on August 20, 2024 .

Accumulated Other Comprehensive Loss (“AOCL”) - Following are the components of AOCL as of the periods indicated:

(dollars in thousands) JUNE 30, 2024 DECEMBER 31, 2023

In October 2024, the Board declared a quarterly cash dividend of $ 0.24 per share, payable on December 11, 2024 to shareholders of record at the close of business on November 25, 2024 .

Accumulated Other Comprehensive Loss (“AOCL”) - The following table is a rollforward of the components of AOCL for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Foreign currency translation adjustment:

Unrealized gain (loss) on derivatives, net of tax 872 ( 615 )

Accumulated other comprehensive loss $ ( 188,606 ) $ ( 178,304 )

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

Balance, beginning of the period $ ( 189,478 ) $ ( 181,943 ) $ ( 177,689 ) $ ( 185,311 )

Foreign currency translation adjustment ( 11,849 ) 3,103 ( 23,638 ) 6,471

Balance, end of the period $ ( 201,327 ) $ ( 178,840 ) $ ( 201,327 ) $ ( 178,840 )

Loss on derivatives, net of tax:

Balance, beginning of the period $ 872 $ ( 615 )

Change in fair value of derivatives, net of tax ( 2,917 ) ( 584 )

Reclassification realized in Net income (loss), net of tax ( 557 ) ( 1,403 )

Gain on derivatives, net of tax 330 — 1,487 —

Balance, end of the period $ ( 2,602 ) $ ( 2,602 )

Accumulated other comprehensive loss:

Balance beginning of the period $ ( 188,606 ) $ ( 181,943 ) $ ( 178,304 ) $ ( 185,311 )

Other comprehensive (loss) income attributable to Bloomin' Brands ( 15,323 ) 3,103 ( 25,625 ) 6,471

Balance, end of the period $ ( 203,929 ) $ ( 178,840 ) $ ( 203,929 ) $ ( 178,840 )

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Derivative Instruments and Hedging Activities

8 unchanged sentences

(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.

In connection with the Swap Transactions, the Company effectively converted $ 375.0 million of its outstanding indebtedness from 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 %.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

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 estimates $ 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 Company estimates $ 1.9 million of interest expense will be reclassified from AOCL to Interest expense, net over the next 12 months related to its 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) JUNE 30, 2024 DECEMBER 31, 2023 CONSOLIDATED BALANCE SHEET CLASSIFICATION

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023 CONSOLIDATED BALANCE SHEET CLASSIFICATION

Interest rate swaps - asset (1) $ — $ 320 Other current assets, net

7 unchanged sentences

The Company continually assesses the creditworthiness of its counterparties.

As of June 30, 2024, all counterparties to the Swap Transactions performed in accordance with their contractual obligations.

As of September 29, 2024, all counterparties to the Swap Transactions performed in accordance with their contractual obligations.

As of September 29, 2024 and December 31, 2023, the fair value of the Swap Transactions was in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk, of $ 3.3 million and $ 0.8 million, respectively.

As of September 29, 2024 and December 31, 2023, the Company has not posted any collateral related to the Swap Transactions.

The Swap Transactions contain provisions 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 Swap Transactions 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 the Swap Transactions.

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 Swap Transactions at their termination value of $ 0.8 million.

If the Company had breached any of these provisions as of September 29, 2024 and

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

December 31, 2023, it could have been required to settle its obligations under the Swap Transactions at their termination value of $ 3.3 million and $ 0.8 million, resp ectively.

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

(dollars in thousands) CONSOLIDATED BALANCE SHEET CLASSIFICATION JUNE 30, 2024 DECEMBER 31, 2023

(dollars in thousands) CONSOLIDATED BALANCE SHEET CLASSIFICATION SEPTEMBER 29, 2024 DECEMBER 31, 2023

Operating lease right-of-use assets Operating lease right-of-use assets $ 1,081,498 $ 1,084,951

7 unchanged sentences

________________

(1) Net of accumulated amortization of $ 6.1 million and $ 4.7 million as of June 30, 2024 and December 31, 2023, respectively.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

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

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

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

(1) Net of accumulated amortization of $ 5.3 million and $ 4.7 million as of September 29, 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 THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Operating lease cost (1) Other restaurant operating $ 44,622 $ 46,686 $ 135,557 $ 138,670

6 unchanged sentences

________________

(1) Excludes rent expense for office facilities and Company-owned closed or subleased properties of $ 3.7 million and $ 3.0 million for the thirteen weeks ended June 30, 2024 and June 25, 2023, respectively, and $ 7.2 million and $ 6.0 million for the twenty-six weeks ended June 30, 2024 and June 25, 2023, respectively, which is included in General and administrative expense.

(1) Excludes rent expense for office facilities and Company-owned closed or subleased properties of $ 3.7 million and $ 3.1 million for the thirteen weeks ended September 29, 2024 and September 24, 2023, respectively, and $ 10.9 million and $ 9.1 million for the thirty-nine weeks ended September 29, 2024 and September 24, 2023, respectively, which is included in General and administrative expense.

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

TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023

THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Cash flows from operating activities:

Cash paid for amounts included in the measurement of operating lease liabilities $ 147,845 $ 147,051

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Fair Value Measurements

4 unchanged sentences

Level 3 Unobservable inputs that cannot be corroborated by observable market data

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

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:

JUNE 30, 2024 DECEMBER 31, 2023

(dollars in thousands) TOTAL LEVEL 1 LEVEL 2 TOTAL LEVEL 1 LEVEL 2

Cash equivalents:

Fixed income funds $ 22,305 $ 22,305 $ — $ 12,837 $ 12,837 $ —

Money market funds 15,992 15,992 — 11,083 11,083 —

Restricted cash equivalents:

Money market funds — — — 2,854 2,854 —

Other current assets, net:

Derivative instruments - interest rate swaps 1,591 — 1,591 320 — 320

Total asset recurring fair value measurements $ 39,888 $ 38,297 $ 1,591 $ 27,094 $ 26,774 $ 320

Accrued and other current liabilities:

Derivative instruments - interest rate swaps $ — $ — $ — $ 253 $ — $ 253

Other long-term liabilities:

Derivative instruments - interest rate swaps 420 — 420 893 — 893

Total liability recurring fair value measurements $ 420 $ — $ 420 $ 1,146 $ — $ 1,146

CONSOLIDATED BALANCE SHEET CLASSIFICATION MEASUREMENT LEVEL FAIR VALUE

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023

Short-term investments Cash and cash equivalents Level 1 $ 12,106 $ 23,920

Short-term investments Restricted cash and cash equivalents Level 1 $ — $ 2,854

Interest rate swaps Other current assets, net Level 2 $ — $ 320

Interest rate swaps Accrued and other current liabilities Level 2 $ 1,617 $ 253

Interest rate swaps Other long-term liabilities Level 2 $ 1,879 $ 893

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.

Short-term investments Carrying value approximates fair value because maturities are less than three months.

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 June 30, 2024 and December 31, 2023, the Company determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives.

As of September 29, 2024 and December 31, 2023, the Company determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives.

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.

3 unchanged sentences

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

JUNE 30, 2024 DECEMBER 31, 2023

SEPTEMBER 29, 2024 DECEMBER 31, 2023

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

5 unchanged sentences

(UNAUDITED) - Continued

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

Income (loss) before provision for income taxes $ 31,329 $ 76,485 $ ( 40,991 ) $ 184,674

Provision for income taxes $ 1,698 $ 6,483 $ 11,668 $ 21,244

Effective income tax rate 5.4 % 8.5 % ( 28.5 ) % 11.5 %

The effective income tax rate for the thirteen weeks ended June 30, 2024 decreased by 3.1 percentage points as compared to the thirteen weeks ended June 25, 2023 as a result of lower forecasted annual pre-tax book income for the thirteen weeks ended June 30, 2024 relative to the prior quarter in 2024.

The effective income tax rate for the twenty-six weeks ended June 30, 2024 includes the impact of nondeductible losses associated with the 2025 Notes Partial Repurchase which, relative to a pre-tax book loss during the period, resulted in a negative effective income tax rate.

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Income (loss) before (benefit) provision for income taxes $ 1,032 $ 45,373 $ ( 39,959 ) $ 230,047

(Benefit) provision for income taxes $ ( 6,509 ) $ ( 58 ) $ 5,159 $ 21,186

Effective income tax rate (NM) ( 0.1 ) % ( 12.9 ) % 9.2 %

________________

NM Not meaningful.

For the thirteen weeks ended September 29, 2024, the benefit for income taxes includes:

(i) the impact of changes to the estimate of forecasted annual pre-tax book income relative to the prior quarter in 2024, (ii) the benefit of FICA tax credits on certain tipped wages and (iii) the temporary reduction in the Brazilian income tax rate from 34 % to 0 % under the new Brazil tax legislation.

For the thirteen weeks ended September 24, 2023, the benefit for income taxes includes the benefits of Brazil tax legislation, that included a temporary reduction in the Brazilian income tax rate from 34 % to 0 % , as well as the income tax exemption on Brazil state value added tax (“VAT”) benefits.

The effective income tax rate for the thirty-nine weeks ended September 29, 2024 is lower than the effective income tax rate for the thirty-nine weeks ended September 24, 2023, primarily due to the impact of nondeductible losses associated with the 2025 Notes Partial Repurchase which, relative to a pre-tax book loss during the period, 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.

1 unchanged sentence

The Company claimed this benefit for the periods between September 2022 and December 2023.

The Company is appealing this ruling and in connection with the appeal made a cash judicial deposit of $ 42.9 million in July 2024 which was recorded in Other assets, net, on the Company’s Consolidated Balance Sheet.

The Company is appealing this ruling and in connection with the appeal made a cash judicial deposit of $ 42.9 million, inclusive of principal, interest and potential penalties, in July 2024.

The deposit was recorded in Other assets, net, on the Company’s Consolidated Balance Sheet.

The judicial deposit accumulates interest income until final resolution of the judicial proceedings.

The Company 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.

On November 6, 2024, the Company entered into a purchase agreement to sell 67 % of its Brazil operations.

In connection with the purchase agreement, the Company expects to retain the legal rights to fully recover the judicial deposit related to the Brazil tax legislation.

The Company is still evaluating the value of those legal rights to recovery and the accounting for such amounts.

See Note 15 - Subsequent Events of the Notes to Consolidated Financial Statements for additional details regarding the purchase agreement.

During the second quarter of 2024, Brazil enacted new tax legislation that temporarily grants certain industries a 100 % exemption from income tax (IRPJ and CSLL) for the periods between May 23, 2024 and December 2024 and 100 % exemption from federal value added taxes (PIS and COFINS) for the periods between May 23, 2024 and December 2026.

The Company applied for this exemption and was approved by the Brazilian tax authorities.

The Company’s estimated annual effective income tax rate for the thirteen and twenty-six weeks ended June 30, 2024 includes the benefit expected from this legislation.

The Company’s estimated annual effective income tax rate for the thirteen and thirty-nine weeks ended September 29, 2024 includes the benefit expected from this legislation.

The new Brazil tax legislation also established a country-wide limitation to the total benefits that will be granted under this law.

3 unchanged sentences

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

The effective income tax rate for the thirteen weeks ended June 30, 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 temporary reduction in the Brazilian income tax rate from 34 % to 0 % under the new Brazil tax legislation.

The effective income tax rate for the twenty-six weeks ended June 30, 2024 was lower than the Company’s blended federal and state statutory rate of approximately 26 % primarily due to the impact of nondeductible losses associated with the 2025 Notes Partial Repurchase which, relative to a pre-tax book loss during the period, resulted in a negative effective income tax rate.

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

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

(UNAUDITED) - Continued

The effective income tax rate for the thirty-nine weeks ended September 29, 2024 was lower than the Company’s blended federal and state statutory rate of approximately 26 % primarily due to the impact of nondeductible losses associated with the 2025 Notes Partial Repurchase which, relative to a pre-tax book loss during the period, resulted in a negative effective income tax rate.

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.

Commitments and Contingencies

Litigation and Other Matters - The Company recorded reserves of $ 5.4 million and $ 13.3 million for certain of its outstanding legal proceedings as of June 30, 2024 and December 31, 2023, respectively, within Accrued and other current liabilities on its Consolidated Balance Sheets.

Litigation and Other Matters - The Company recorded reserves of $ 5.1 million and $ 13.3 million for certain of its outstanding legal proceedings as of September 29, 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.

1 unchanged sentence

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

As of June 30, 2024, the undiscounted payments that the Company could be required to make in the event of non-payment by the primary lessees was $ 12.3 million.

The present value of these potential payments discounted at the Company’s incremental borrowing rate as of June 30, 2024 was $ 9.8 million.

As of September 29, 2024, the undiscounted payments that the Company could be required to make in the event of non-payment by the primary lessees was $ 11.1 million.

The present value of these potential payments discounted at the Company’s incremental borrowing rate as of September 29, 2024 was $ 8.7 million.

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

As of June 30, 2024 and December 31, 2023, the Company’s recorded contingent lease liability was $ 2.3 million and $ 5.3 million, respectively.

As of September 29, 2024 and December 31, 2023, the Company’s recorded contingent lease liability was $ 1.8 million and $ 5.3 million, respectively.

Segment Reporting

17 unchanged sentences

The following tables summarize Total revenues, Depreciation and amortization, and Income (loss) from operations by segment for the periods indicated:

THIRTEEN WEEKS ENDED JUNE 30, 2024

THIRTEEN WEEKS ENDED SEPTEMBER 29, 2024

(dollars in thousands) U.S.

3 unchanged sentences

Income (loss) from operations $ 38,853 $ 15,608 $ ( 37,251 ) $ 17,210

THIRTEEN WEEKS ENDED JUNE 25, 2023

THIRTEEN WEEKS ENDED SEPTEMBER 24, 2023

(dollars in thousands) U.S.

3 unchanged sentences

Income (loss) from operations $ 68,014 $ 22,034 $ ( 31,832 ) $ 58,216

TWENTY-SIX WEEKS ENDED JUNE 30, 2024

THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2024

(dollars in thousands) U.S.

3 unchanged sentences

Income (loss) from operations $ 216,014 $ 30,496 $ ( 106,076 ) $ 140,434

TWENTY-SIX WEEKS ENDED JUNE 25, 2023

THIRTY-NINE WEEKS ENDED SEPTEMBER 24, 2023

(dollars in thousands) U.S.

3 unchanged sentences

Income (loss) from operations $ 304,265 $ 67,028 $ ( 102,998 ) $ 268,295

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

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

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Income from operations $ 17,210 $ 58,216 $ 140,434 $ 268,295

1 unchanged sentence

Interest expense, net ( 15,953 ) ( 12,843 ) ( 44,371 ) ( 38,248 )

Income (loss) before provision for income taxes $ 31,329 $ 76,485 $ ( 40,991 ) $ 184,674

Income (loss) before (benefit) provision for income taxes $ 1,032 $ 45,373 $ ( 39,959 ) $ 230,047

Subsequent Events

On November 6, 2024, Bloom Group Holdings, B.V., (the “Seller”) and an indirect wholly owned subsidiary of the Company, entered into a Quota Purchase Agreement and Other Covenants (the “Purchase Agreement”), by and among the Seller, Bloom Participações Ltda.

(“BPar”), Outback Steakhouse Restaurantes Brasil S.A.

(“OSRB” and, together with BPar, the “Target Entities”), and Osaka Participações Societárias S.A.

Buyer is owned by a fund managed by an affiliate of Vinci Partners Investments Ltd.

BPar is a wholly owned subsidiary of Seller and owns substantially all of the capital stock and all of the voting rights of OSRB.

Pursuant to the Purchase Agreement, the Seller will sell to Buyer shares representing 67 % of the capital stock of BPar and, as a consequence, Buyer will hold the corresponding pro rata portion of the capital stock of the Target Entities (such purchase and sale, together with the other transactions and agreements contemplated by the Purchase Agreement, the “Transaction”).

The Company will retain an indirect 33 % interest in its Brazil operations through the Target Entities.Under the terms and conditions of the Purchase Agreement, the aggregate

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

consideration paid to the Seller consists of 67 % of the enterprise valuation of the Target Entities in the amount of R$ 2.06 billion Brazilian Reais, which equals R$ 1.4 billion Brazilian Reais (approximately $ 243 million in U.S.

Dollars based on the current exchange rate), subject to customary adjustments for working capital, net indebtedness and unpaid transactions expenses, and withholding for Brazilian taxes (the “Purchase Price”).

The Purchase Price will be paid in two installments:

52 % on the closing date (the “Closing Date”) of the Purchase Agreement and 48 % on the first anniversary of the Closing Date.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, and customary indemnification obligations of the Company.

Subject to satisfaction of closing conditions, the Company expects the Transaction to close on or before December 31, 2024.

Following the closing, the Brazil restaurants will be operated as unconsolidated franchisees and a subsidiary of the Company will enter into amended and restated franchise agreements with OSRB.

At the closing, the Seller will also enter into a Shareholders Agreement (the “Shareholders Agreement”) by and among Seller, BPar, OSRB and Buyer, pursuant to which Buyer and Seller will have representation on the board of directors and in executive management of the Target Entities based on their respective post-Transaction interests.

The Shareholders Agreement will also contain customary corporate governance provisions, customary restrictions on transfer of shares and customary shareholders’ rights.

The Shareholders Agreement will set forth a put-call mechanism pursuant to which:

(i) Buyer may cause Seller to sell the totality of its interest in the Target Entities for a period between October 1, 2028 and December 31, 2028 (the “Option Exercise Period”), and (ii) the Seller may cause Buyer to purchase the totality of Seller’s interest in the Target Entities during the Option Exercise Period.

In connection with the Transaction, the Company expects to mitigate most of the exchange rate risk associated with the Purchase Price installment payments by entering into foreign exchange forward contracts.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

1 unchanged sentence

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What changed 10-Q

Item 1. Financial Statements