Item 1. Financial Statements
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
SEPTEMBER 28, 2025 DECEMBER 29, 2024
(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents $ 66,479 $ 70,056
Inventories 59,178 68,699
Other current assets, net 225,592 158,775
Current assets of discontinued operations held for sale — 22,989
Total current assets 351,249 320,519
Property, fixtures and equipment, net 920,864 948,521
Operating lease right-of-use assets 987,871 1,012,857
Goodwill 213,323 213,323
Intangible assets, net 426,223 429,091
Deferred income tax assets, net 203,623 185,522
Equity method investment 64,709 —
Other assets, net 112,201 74,471
Non-current assets of discontinued operations held for sale — 200,501
Total assets $ 3,280,063 $ 3,384,805
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable $ 141,693 $ 153,161
Current operating lease liabilities 176,252 158,806
Accrued and other current liabilities 161,062 178,314
Unearned revenue 295,413 374,099
Current liabilities of discontinued operations held for sale — 87,956
Total current liabilities 774,420 952,336
Non-current operating lease liabilities 1,057,603 1,088,518
Deferred income tax liabilities, net 24,398 33,822
Long-term debt, net 962,248 1,027,398
Other long-term liabilities, net 113,387 93,420
Non-current liabilities of discontinued operations held for sale — 49,865
Total liabilities 2,932,056 3,245,359
Commitments and contingencies (Note 15)
Stockholders’ equity
Bloomin’ Brands stockholders’ equity
Preferred stock, $ 0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of September 28, 2025 and December 29, 2024
— —
Common stock, $ 0.01 par value, 475,000,000 shares authorized; 85,166,769 and 84,854,768 shares issued and outstanding as of September 28, 2025 and December 29, 2024, respectively
852 849
Additional paid-in capital 1,239,678 1,273,288
Accumulated deficit ( 904,122 ) ( 925,834 )
Accumulated other comprehensive income (loss) 7,680 ( 212,793 )
Total Bloomin’ Brands stockholders’ equity 344,088 135,510
Noncontrolling interests 3,919 3,936
Total stockholders’ equity 348,007 139,446
Total liabilities and stockholders’ equity $ 3,280,063 $ 3,384,805
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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BLOOMIN’ BRANDS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
SEPTEMBER 28, 2025 SEPTEMBER 29, 2024 SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Revenues
Restaurant sales $ 911,920 $ 889,784 $ 2,926,208 $ 2,914,253
Franchise and other revenues 16,893 20,229 54,565 64,202
Total revenues 928,813 910,013 2,980,773 2,978,455
Costs and expenses
Food and beverage 275,081 261,338 886,717 871,620
Labor and other related 297,390 286,300 928,134 901,350
Other restaurant operating 255,476 243,803 766,836 744,626
Depreciation and amortization 44,947 44,344 133,492 130,434
General and administrative 59,103 59,989 180,007 175,660
Provision for impaired assets and restaurant closings 33,236 5,597 35,126 31,154
Total costs and expenses 965,233 901,371 2,930,312 2,854,844
(Loss) income from operations ( 36,420 ) 8,642 50,461 123,611
Loss on extinguishment of debt — ( 225 ) — ( 136,022 )
Interest expense, net ( 11,112 ) ( 16,483 ) ( 32,998 ) ( 45,455 )
(Loss) income before (benefit) provision for income taxes ( 47,532 ) ( 8,066 ) 17,463 ( 57,866 )
(Benefit) provision for income taxes ( 2,404 ) ( 8,030 ) ( 10,249 ) 1,392
Loss from equity method investment, net of tax ( 337 ) — ( 3,434 ) —
Net (loss) income from continuing operations ( 45,465 ) ( 36 ) 24,278 ( 59,258 )
Net income from discontinued operations, net of tax 189 7,577 714 14,140
Net (loss) income ( 45,276 ) 7,541 24,992 ( 45,118 )
Less: net income attributable to noncontrolling interests 583 629 3,280 3,439
Net (loss) income attributable to Bloomin’ Brands
$ ( 45,859 ) $ 6,912 $ 21,712 $ ( 48,557 )
Net (loss) income $ ( 45,276 ) $ 7,541 $ 24,992 $ ( 45,118 )
Other comprehensive (loss) income:
Foreign currency translation adjustment 3,367 ( 11,849 ) 2,745 ( 23,638 )
Reclassification of foreign currency translation adjustments into earnings due to sale of business — — 217,548 —
Net gain (loss) on derivatives, net of tax 67 ( 3,474 ) 180 ( 1,987 )
Comprehensive (loss) income ( 41,842 ) ( 7,782 ) 245,465 ( 70,743 )
Less: comprehensive income attributable to noncontrolling interests 583 629 3,280 3,439
Comprehensive (loss) income attributable to Bloomin’ Brands $ ( 42,425 ) $ ( 8,411 ) $ 242,185 $ ( 74,182 )
Basic (loss) earnings per share:
Continuing operations $ ( 0.54 ) $ ( 0.01 ) $ 0.25 $ ( 0.73 )
Discontinued operations — 0.09 0.01 0.16
Net basic (loss) earnings per share $ ( 0.54 ) $ 0.08 $ 0.26 $ ( 0.56 )
Diluted (loss) earnings per share:
Continuing operations $ ( 0.54 ) $ ( 0.01 ) $ 0.25 $ ( 0.73 )
Discontinued operations — 0.09 0.01 0.16
Net diluted (loss) earnings per share $ ( 0.54 ) $ 0.08 $ 0.25 $ ( 0.56 )
Weighted average common shares outstanding:
Basic 85,093 85,063 85,012 86,258
Diluted 85,093 85,063 85,222 86,258
Th e accompanying notes are an integral part of these unaudited consolidated financial statements.
Amounts may not add due to rounding.
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BLOOMIN’ BRANDS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)
BLOOMIN’ BRANDS, INC.
COMMON STOCK ADDITIONAL PAID-IN CAPITAL ACCUM-
ULATED DEFICIT ACCUMULATED OTHER
COMPREHENSIVE INCOME (LOSS) NON-CONTROLLING INTERESTS TOTAL
SHARES AMOUNT
Balance,
June 29, 2025 85,062 $ 851 $ 1,250,403 $ ( 858,263 ) $ 4,246 $ 4,057 $ 401,294
Net (loss) income — — — ( 45,859 ) — 583 ( 45,276 )
Other comprehensive income, net of tax — — — — 3,434 — 3,434
Cash dividends declared, $ 0.15 per common share
— — ( 12,760 ) — — — ( 12,760 )
Stock-based compensation — — 2,353 — — — 2,353
Common stock issued under stock plans (1) 105 1 ( 318 ) — — — ( 317 )
Distributions to noncontrolling interests — — — — — ( 986 ) ( 986 )
Contributions from noncontrolling interests — — — — — 265 265
Balance,
September 28, 2025 85,167 $ 852 $ 1,239,678 $ ( 904,122 ) $ 7,680 $ 3,919 $ 348,007
Balance,
December 29, 2024 84,855 $ 849 $ 1,273,288 $ ( 925,834 ) $ ( 212,793 ) $ 3,936 $ 139,446
Net income — — — 21,712 — 3,280 24,992
Other comprehensive income, net of tax — — — — 220,473 — 220,473
Cash dividends declared, $ 0.45 per common share
— — ( 38,266 ) — — — ( 38,266 )
Stock-based compensation — — 5,985 — — — 5,985
Common stock issued under stock plans (1) 312 3 ( 930 ) — — — ( 927 )
Distributions to noncontrolling interests — — — — — ( 4,437 ) ( 4,437 )
Contributions from noncontrolling interests — — — — — 1,140 1,140
Retirement of warrants — — ( 399 ) — — — ( 399 )
Balance,
September 28, 2025 85,167 $ 852 $ 1,239,678 $ ( 904,122 ) $ 7,680 $ 3,919 $ 348,007
(CONTINUED...)
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BLOOMIN’ BRANDS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)
BLOOMIN’ BRANDS, INC.
COMMON STOCK ADDITIONAL PAID-IN CAPITAL ACCUM-
ULATED DEFICIT ACCUMULATED OTHER
COMPREHENSIVE LOSS NON-CONTROLLING INTERESTS TOTAL
SHARES AMOUNT
Balance,
June 30, 2024 85,776 $ 858 $ 1,309,482 $ ( 834,926 ) $ ( 188,606 ) $ 2,885 $ 289,693
Net income — — — 6,912 — 629 7,541
Other comprehensive loss, net of tax — — — — ( 15,323 ) — ( 15,323 )
Cash dividends declared, $ 0.24 per common share
— — ( 20,375 ) — — — ( 20,375 )
Repurchase and retirement of common stock, including excise tax of $ 177
( 969 ) ( 10 ) — ( 18,362 ) — — ( 18,372 )
Stock-based compensation — — 2,360 — — — 2,360
Common stock issued under stock plans (1) 23 — 109 — — — 109
Distributions to noncontrolling interests — — — — — ( 1,082 ) ( 1,082 )
Contributions from noncontrolling interests — — — — — 420 420
Balance,
September 29, 2024 84,830 $ 848 $ 1,291,576 $ ( 846,376 ) $ ( 203,929 ) $ 2,852 $ 244,971
Balance,
December 31, 2023 86,969 $ 870 $ 1,115,387 $ ( 528,831 ) $ ( 178,304 ) $ 2,881 $ 412,003
Net (loss) income — — — ( 48,557 ) — 3,439 ( 45,118 )
Other comprehensive loss, net of tax — — — — ( 25,625 ) — ( 25,625 )
Cash dividends declared, $ 0.72 per common share
— — ( 62,212 ) — — — ( 62,212 )
Repurchase and retirement of common stock, including excise tax of $ 328
( 10,073 ) ( 100 ) ( 5,681 ) ( 260,645 ) — — ( 266,426 )
Stock-based compensation — — 5,291 — — — 5,291
Common stock issued under stock plans (1) 734 7 ( 1,617 ) — — — ( 1,610 )
Distributions to noncontrolling interests — — — — — ( 4,556 ) ( 4,556 )
Contributions from noncontrolling interests — — — — — 1,088 1,088
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,
September 29, 2024 84,830 $ 848 $ 1,291,576 $ ( 846,376 ) $ ( 203,929 ) $ 2,852 $ 244,971
________________
(1) Net of shares withheld for employee taxes.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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BLOOMIN’ BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, UNAUDITED)
THIRTY-NINE WEEKS ENDED
SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Cash flows provided by operating activities:
Net income (loss) $ 24,992 $ ( 45,118 )
Net income from discontinued operations, net of tax 714 14,140
Net income (loss) from continuing operations 24,278 ( 59,258 )
Adjustments to reconcile Net income (loss) from continuing operations to cash provided by operating activities of continuing operations:
Depreciation and amortization 133,492 130,434
Amortization of deferred gift card sales commissions 16,027 17,155
Provision for impaired assets and restaurant closings 35,126 31,154
Stock-based compensation expense 5,985 5,291
Deferred income tax expense (benefit) 2,286 ( 17,623 )
Loss on extinguishment of debt — 136,022
Loss on foreign currency forward contracts 25,564 —
Loss from equity method investment, net of tax 3,434 —
Foreign currency translation gain on installment receivable from sale of business ( 17,752 ) —
Other, net 457 ( 1,674 )
Change in assets and liabilities ( 73,729 ) ( 126,958 )
Net cash provided by operating activities of continuing operations 155,168 114,543
Net cash provided by (used in) operating activities of discontinued operations 2,385 ( 6,161 )
Net cash provided by operating activities $ 157,553 $ 108,382
Cash flows used in investing activities:
Capital expenditures $ ( 124,451 ) $ ( 167,715 )
Payments on foreign currency forward contracts ( 21,116 ) —
Cash received from sale, net of tax withheld and cash left in business 95,863 —
Other investments, net 1,340 2,192
Net cash used in investing activities of continuing operations ( 48,364 ) ( 165,523 )
Net cash used in investing activities of discontinued operations ( 1,623 ) ( 30,953 )
Net cash used in investing activities $ ( 49,987 ) $ ( 196,476 )
(CONTINUED...)
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BLOOMIN’ BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, UNAUDITED)
THIRTY-NINE WEEKS ENDED
SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Cash flows (used in) provided by financing activities:
Proceeds from borrowings on revolving credit facilities $ 1,100,000 $ 2,040,000
Repayments of borrowings on revolving credit facilities ( 1,145,000 ) ( 1,646,000 )
Financing fees — ( 6,945 )
Repayments of finance lease obligations ( 2,040 ) ( 1,309 )
Principal settlements and repurchase of convertible senior notes ( 20,724 ) ( 2,335 )
Proceeds from retirement of convertible senior note hedges — 118,197
Payments for retirement of warrants ( 399 ) ( 102,213 )
Payment of taxes from share-based compensation, net ( 927 ) ( 1,610 )
Distributions to noncontrolling interests ( 4,437 ) ( 4,556 )
Contributions from noncontrolling interests 1,140 1,088
Purchase of noncontrolling interests ( 100 ) ( 100 )
Repurchase of common stock — ( 265,695 )
Cash dividends paid on common stock ( 38,266 ) ( 62,212 )
Net cash (used in) provided by financing activities of continuing operations ( 110,753 ) 66,310
Net cash used in financing activities of discontinued operations ( 65 ) ( 751 )
Net cash (used in) provided by financing activities ( 110,818 ) 65,559
Effect of exchange rate changes on cash and cash equivalents ( 325 ) ( 8,206 )
Net decrease in cash and cash equivalents ( 3,577 ) ( 30,741 )
Cash and cash equivalents as of the beginning of the period 70,056 114,373
Cash and cash equivalents as of the end of the period $ 66,479 $ 83,632
Supplemental disclosures of cash flow information:
Cash paid for interest $ 40,169 $ 41,914
Cash paid for income taxes, net of refunds $ 23,787 $ 19,509
Supplemental disclosures of non-cash activities:
Capital expenditures included in current liabilities $ 27,840 $ 40,031
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.
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Description of the Business and Basis of Presentation
Description of the Business - Bloomin’ Brands, Inc. (“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 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 are operated under franchise agreements.
Basis of Presentation - The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States (“U.S. GAAP”) for complete financial statements. The Company utilizes a 52-53-week year ending on the last Sunday in December and its fiscal year ending December 28, 2025 will contain 52 weeks. In the opinion of the Company, all adjustments necessary for fair statement of results 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. Unless otherwise noted, disclosures within these Notes to Consolidated Financial Statements relate solely to the Company’s continuing operations.
These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 29, 2024. The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated.
Reclassifications - The Company reclassified certain immaterial amounts in prior period financial statements to conform to the current period’s presentation. These reclassifications had no effect on previously reported Net (loss) income.
Recently Adopted Financial Accounting Standards - Effective June 30, 2025, the Company elected to early adopt ASU No. 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” (“ASU No. 2025-05”) on a prospective basis. ASU No. 2025-05 provides a practical expedient permitting an entity to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The adoption did not have a material impact on the consolidated financial statements or the related notes.
Recently Issued Financial Accounting Standards Not Yet Adopted - 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, and may be applied either prospectively for reporting periods after the effective date or retrospectively to prior periods presented. The Company will adopt this standard in its 2025 Form 10-K on a prospective basis. While the adoption is expected to primarily affect income tax disclosures, it is not anticipated to have a material impact on the Company’s consolidated financial statements.
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. ASU No. 2024-03 is effective for the Company beginning with the 2027 Form 10-K, with early adoption permitted, and may
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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.
2. Discontinued Operations
On December 30, 2024 (the “Closing Date”), an indirect wholly owned subsidiary of the Company (the “Seller”) completed the sale of 67 % of the ownership interest in its business in Brazil (the “Disposal Group”) to a fund managed by an affiliate of Vinci Partners Investments Ltd. (the “Buyer”) (the “Brazil Sale Transaction”). Following the closing, the Brazil restaurants began operating as unconsolidated franchisees.
The aggregate consideration paid to the Seller consisted of 67 % of the enterprise valuation of the Disposal Group in the amount of R$ 2.06 billion Brazilian Reais, which equaled R$ 1.4 billion Brazilian Reais (approximately $ 225.3 million in U.S. Dollars based on the exchange rate on the Closing Date), subject to customary adjustments, and withholding for Brazilian taxes (the “Purchase Price”). On December 30, 2024, the Company received cash proceeds, net of withheld income taxes, of $ 103.9 million, in U.S. dollars based on the exchange rate on the Closing Date, representing 52 % of the Purchase Price. The proceeds were applied to the Company’s revolving credit facility during the thirteen weeks ended March 30, 2025. The second installment, representing 48 % of the Purchase Price, is due on or before the first anniversary of the Closing Date (based on the exchange rate on the date of payment) and will generate interest income based on the interbank deposit rate in Brazil until paid.
The sale represents a strategic shift to a primarily franchised model for the Company’s international operations. The assets and liabilities of the Disposal Group were classified as held for sale on the Company’s Consolidated Balance Sheet as of December 29, 2024. For the thirteen and thirty-nine weeks ended September 28, 2025 and September 29, 2024, all sales, direct costs and expenses and income taxes attributable to restaurants classified as discontinued operations have been aggregated to a single caption titled Net income from discontinued operations, net of tax, in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for all periods presented.
As of the Closing Date, the fair value of the Company’s retained interest was $ 59.9 million based on the proportional enterprise valuation of the Disposal Group, adjusted for debt used by the Buyer to fund a portion of the Purchase Price and to be pushed down to the operating entity subsequent to the second installment. See Note 3 - Equity Method Investment for additional details regarding the Company’s retained interest in its Brazil operations.
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
Net income from discontinued operations, net of tax , in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income includes the following for the periods indicated:
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 28, 2025 SEPTEMBER 29, 2024 SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Revenues $ — $ 135,372 $ — $ 393,981
Operating costs and expenses (1) — 126,274 — 376,074
Gain on sale of Brazil business (2) 560 — 5,135 —
Income from operations 560 9,098 5,135 17,907
Provision for income taxes 371 1,521 4,421 3,767
Net income from discontinued operations, net of tax $ 189 $ 7,577 $ 714 $ 14,140
____________________
(1) Includes royalty expense of $ 6.6 million and $ 19.5 million for the thirteen and thirty-nine weeks ended September 29, 2024, respectively, eliminated in consolidation prior to the Brazil Sale Transaction, with the corresponding royalty revenues recorded within Franchise and other revenues from continuing operations in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
(2) The thirteen and thirty-nine weeks ended September 28, 2025 i nclude $ 0.7 million and $ 3.6 million, respectively, of net foreign currency translation gains on contingent consideration assets and indemnification liabilities, as discussed below.
Contingent Consideration Assets and Indemnification Liabilities - On the Closing Date , the Company recognized contingent consideration assets of $ 29.3 million, primarily judicial deposits, and indemnification liabilities of $ 6.9 million, primarily labor and tax exposures, within Other assets, net and Other long-term liabilities, net, respectively, on the Company’s Consolidated Balance Sheet in connection with the Brazil Sale Transaction. As of September 28, 2025, the Company’s balance of contingent consideration assets and indemnification liabilities, which are denominated in Brazilian Reais, increased to $ 34.0 million and $ 8.0 million, respectively, as a result of fluctuations in foreign exchange rates. All post-closing adjustments related to contingent consideration assets and indemnification liabilities will be reflected in discontinued operations.
3. Equity Method Investment
The Company retained a 33 % interest in the franchisee of the Company’s restaurants in Brazil subsequent to the sale, which is accounted for using the equity method of accounting. To ensure timely reporting, the Company records the results of the equity method investment in Brazil on a calendar basis one-month lag.
As of September 28, 2025, the carrying value of the Company’s equity method investment was $ 64.7 million and is recorded in Equity method investment on its Consolidated Balance Sheet. The Company’s proportionate share of net loss from its equity interest was $ 0.3 million and $ 3.4 million for the thirteen and thirty-nine weeks ended September 28, 2025, respectively, and is recorded within Loss from equity method investment, net of tax in the Consolidated Statements of Operations and Comprehensive (Loss) Income.
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
4. Revenue Recognition
The following tables include the disaggregation of Restaurant sales and franchise revenues by restaurant concept and segment for the periods indicated:
THIRTEEN WEEKS ENDED
SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
(dollars in thousands) RESTAURANT SALES FRANCHISE REVENUES RESTAURANT SALES FRANCHISE REVENUES
U.S.
Outback Steakhouse $ 531,165 $ 7,359 $ 518,152 $ 7,542
Carrabba’s Italian Grill 166,007 528 159,840 635
Bonefish Grill 119,976 69 118,941 97
Fleming’s Prime Steakhouse & Wine Bar 85,395 — 78,424 —
Other — — 1,695 30
U.S. total 902,543 7,956 877,052 8,304
International Franchise (1) — 7,146 — 9,945
Other (2) 9,377 14 12,732 —
Total $ 911,920 $ 15,116 $ 889,784 $ 18,249
THIRTY-NINE WEEKS ENDED
SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
(dollars in thousands) RESTAURANT SALES FRANCHISE REVENUES RESTAURANT SALES FRANCHISE REVENUES
U.S.
Outback Steakhouse $ 1,700,543 $ 23,328 $ 1,684,669 $ 23,938
Carrabba’s Italian Grill 531,478 1,763 518,845 2,123
Bonefish Grill 382,638 262 397,723 385
Fleming’s Prime Steakhouse & Wine Bar 283,309 — 262,976 —
Other — — 5,823 86
U.S. total 2,897,968 25,353 2,870,036 26,532
International Franchise (1) — 23,480 — 29,501
Other (2) 28,240 46 44,217 —
Total $ 2,926,208 $ 48,879 $ 2,914,253 $ 56,033
________________
(1) Includes intercompany royalties from Brazil prior to the sale and royalties from Brazil after the sale.
(2) Primarily includes Restaurant sales for Company-owned restaurants in Hong Kong.
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
The following table includes a detail of assets and liabilities from contracts with customers included on the Company’s Consolidated Balance Sheets as of the periods indicated:
(dollars in thousands) SEPTEMBER 28, 2025 DECEMBER 29, 2024
Other current assets, net
Deferred gift card sales commissions $ 11,289 $ 16,935
Unearned revenue
Deferred gift card revenue $ 285,170 $ 366,059
Deferred loyalty revenue 7,116 6,073
Deferred franchise fees - current 550 490
Other 2,577 1,477
Total Unearned revenue $ 295,413 $ 374,099
Other long-term liabilities, net
Deferred franchise fees - non-current $ 4,573 $ 3,901
The following table is a rollforward of deferred gift card sales commissions for the periods indicated:
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 28, 2025 SEPTEMBER 29, 2024 SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Balance, beginning of the period $ 12,554 $ 12,650 $ 16,935 $ 18,081
Deferred gift card sales commissions amortization ( 4,260 ) ( 4,494 ) ( 16,027 ) ( 17,155 )
Deferred gift card sales commissions capitalization 3,547 3,570 12,420 12,426
Other ( 552 ) ( 589 ) ( 2,039 ) ( 2,215 )
Balance, end of the period $ 11,289 $ 11,137 $ 11,289 $ 11,137
The following table is a rollforward of unearned gift card revenue for the periods indicated:
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 28, 2025 SEPTEMBER 29, 2024 SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Balance, beginning of the period $ 299,636 $ 299,090 $ 366,059 $ 372,551
Gift card sales 41,891 41,293 146,452 144,451
Gift card redemptions ( 52,673 ) ( 54,449 ) ( 213,339 ) ( 221,045 )
Gift card breakage ( 3,684 ) ( 3,378 ) ( 14,002 ) ( 13,401 )
Balance, end of the period $ 285,170 $ 282,556 $ 285,170 $ 282,556
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
5. Impairments and Exit Costs
The components of Provision for impaired assets and restaurant closings are as follows for the periods indicated:
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 28, 2025 SEPTEMBER 29, 2024 SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Impairment losses
U.S. $ 32,455 $ 1,251 $ 38,721 $ 3,103
Other — 17 — 12,488
Total impairment losses $ 32,455 $ 1,268 $ 38,721 $ 15,591
Restaurant closure charges (benefits)
U.S. $ 638 $ 615 $ ( 3,032 ) $ 11,834
Other 143 3,714 ( 563 ) 3,729
Total restaurant closure charges (benefits) 781 4,329 ( 3,595 ) 15,563
Provision for impaired assets and restaurant closings (1)
$ 33,236 $ 5,597 $ 35,126 $ 31,154
________________
(1) For the thirteen and thirty-nine weeks ended September 28, 2025, primarily includes charges related to the 2025 Restaurant Closures, defined below, and $ 12.0 million of asset impairment charges related to five underperforming U.S. restaurants. For the thirteen and thirty-nine weeks ended September 29, 2024, primarily includes charges related to the Q2 2024 decision to close nine restaurants in Hong Kong and the closure of 36 predominantly older, underperforming U.S. restaurants (the “2023 Restaurant Closures”).
2025 Restaurant Closures - During the thirteen and thirty-nine weeks ended September 28, 2025, the Company recognized asset impairments and net closure charges in connection with the decision to close 21 U.S. restaurants and not renew the leases of 22 U.S. restaurants, the majority of which expire over the next four years (the “2025 Restaurant Closures”). The closures of the 21 U.S. restaurants were completed during October 2025 with an estimated $ 5.0 million to $ 7.0 million of related severance and closure charges to be recorded during the thirteen weeks ended December 28, 2025.
Following is a summary of the 2025 Restaurant Closures expenses recognized in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the periods indicated (dollars in thousands):
DESCRIPTION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME CLASSIFICATION THIRTEEN AND THIRTY-NINE WEEKS ENDED
SEPTEMBER 28, 2025
Property, fixtures and equipment impairments Provision for impaired assets and restaurant closings $ 13,858
Lease right-of-use asset impairments and closure charges Provision for impaired assets and restaurant closings 5,740
Total $ 19,598
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
6. (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 THIRTY-NINE WEEKS ENDED
(in thousands, except per share data) SEPTEMBER 28, 2025 SEPTEMBER 29, 2024 SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Net (loss) income attributable to Bloomin’ Brands
$ ( 45,859 ) $ 6,912 $ 21,712 $ ( 48,557 )
Net income from discontinued operations, net of tax 189 7,577 714 14,140
Net (loss) income attributable to Bloomin’ Brands from continuing operations $ ( 46,048 ) $ ( 665 ) $ 20,998 $ ( 62,697 )
Basic weighted average common shares outstanding 85,093 85,063 85,012 86,258
Effect of dilutive securities:
Stock-based compensation awards — — 201 —
Convertible senior notes and warrants (1) — — 9 —
Diluted weighted average common shares outstanding 85,093 85,063 85,222 86,258
Basic (loss) earnings per share (2):
Continuing operations $ ( 0.54 ) $ ( 0.01 ) $ 0.25 $ ( 0.73 )
Discontinued operations — 0.09 0.01 0.16
Net basic (loss) earnings per share $ ( 0.54 ) $ 0.08 $ 0.26 $ ( 0.56 )
Diluted (loss) earnings per share (2):
Continuing operations $ ( 0.54 ) $ ( 0.01 ) $ 0.25 $ ( 0.73 )
Discontinued operations — 0.09 0.01 0.16
Net diluted (loss) earnings per share $ ( 0.54 ) $ 0.08 $ 0.25 $ ( 0.56 )
Antidilutive stock-based compensation awards 1,881 2,239 1,828 1,541
Antidilutive convertible senior notes and warrants — 1,016 1,223 3,375
________________
(1) During the thirty-nine weeks ended September 28, 2025, the 2025 Notes matured and were settled in cash and the remaining warrants were terminated. See Note 9 - Convertible Senior Notes for additional details.
(2) Amounts may not add due to rounding.
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
7. Stock-based Compensation Plans
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 29, 2024 722 1,044 $ 27.42 $ 19.80 $ 8,860 $ 12,814
Granted (2) 312 1,190 $ 7.75 $ 7.34
Performance adjustment (3) ( 229 ) — $ 26.10 $ —
Vested — ( 415 ) $ — $ 21.17
Forfeited ( 188 ) ( 198 ) $ 26.30 $ 19.13
Outstanding as of September 28, 2025 617 1,621 $ 18.32 $ 10.38 $ 4,468 $ 11,738
Expected to vest as of September 28, 2025 (4) 298 1,621 $ 2,154 $ 11,738
________________
(1) Based on the $ 12.27 and $ 7.24 share price of the Company’s common stock on December 27, 2024 and September 26, 2025, the last trading day of the year ended December 29, 2024 and the thirty-nine weeks ended September 28, 2025, respectively.
(2) The weighted average dividend yield was 6.40 % and 7.03 % for PSUs and RSUs, respectively. For PSUs, a new performance structure was used for grants beginning in 2025. The new structure contains separate performance goals that are set at the beginning of each of the three annual performance periods and units earned based on performance will cliff vest after three years .
(3) Represents adjustment to 0 % payout for PSUs granted during 2022.
(4) For PSUs, the estimated number of units to be issued upon the vesting of outstanding PSUs is based on Company performance projections of performance criteria set forth in the 2023, 2024 and 2025 PSU award agreements.
The following represents unrecognized stock-based compensation expense and the remaining weighted average recognition period as of September 28, 2025:
UNRECOGNIZED COMPENSATION EXPENSE
(dollars in thousands) REMAINING WEIGHTED AVERAGE RECOGNITION PERIOD (in years)
Performance-based share units $ 1,859 2.4
Restricted stock units $ 12,707 1.9
8. Supplemental Balance Sheet Information
Other current assets, net , consisted of the following as of the periods indicated:
(dollars in thousands) SEPTEMBER 28, 2025 DECEMBER 29, 2024
Prepaid expenses $ 34,071 $ 23,102
Installment receivable from sale of business (1) 139,646 —
Accounts receivable - gift cards, net 8,483 73,113
Accounts receivable - vendors, net 14,042 29,233
Accounts receivable - franchisees, net 4,103 2,975
Accounts receivable - other, net 9,372 9,280
Deferred gift card sales commissions 11,289 16,935
Other current assets, net 4,586 4,137
$ 225,592 $ 158,775
________________
(1) Represents second installment related to Brazil Sale Transaction which includes interest income and foreign currency translation gains. See Note 2 - Discontinued Operations for additional details.
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
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. During the thirteen weeks ended June 29, 2025, the Company performed a quantitative impairment analysis due to the recent decline in the Company’s market capitalization, while its 2024 assessment was qualitative. In connection with these assessments, the Company did no t record any impairment charges.
The goodwill analysis indicated that all reporting units had fair values that exceeded their carrying values. However, the Outback Steakhouse and Bonefish Grill reporting units had fair values that decreased to approximately 10 % above their respective carrying values. The fair values for the Outback Steakhouse and Bonefish Grill reporting units decreased primarily due to lower cash flow estimates, increased discount rates, lower market multiples, and additionally for Bonefish Grill, a lower long-term growth rate, compared to the last quantitative impairment analysis performed during the quarter ended June 25, 2023.
The quantitative impairment analysis for indefinite-lived intangible assets indicated that all trade names had fair values exceeding their carrying values; however, the Outback Steakhouse trade name’s fair value decreased to approximately 15 % above its carrying value. Similar to the goodwill analysis, the fair value of the Outback Steakhouse trade name decreased primarily due to lower projected system-wide sales and an increased discount rate.
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. Key assumptions include cash flow estimates (including sales and operating profit), long-term growth rates, discount rates, royalty rates, market multiples and other market factors. Sales declines, unplanned increases in commodity or labor costs, decreases to the market multiples, increases in discount rates, deterioration in overall economic conditions and challenges in the restaurant industry or any such event may impact the Company’s fair value determinations and may result in future impairment charges. It is possible that changes in circumstances or changes in assumptions and estimates could result in impairment of the Company’s goodwill or other intangible assets. Further, as a result of the decreased fair values, the Outback Steakhouse and Bonefish Grill reporting units and the Outback Steakhouse trade name are at a higher risk of future impairment.
Other assets, net , consisted of the following as of the periods indicated:
(dollars in thousands) SEPTEMBER 28, 2025 DECEMBER 29, 2024
Company-owned life insurance $ 34,468 $ 31,971
Deferred debt issuance costs - revolving credit facility (1) 9,042 10,743
Liquor licenses 22,463 22,422
Contingent consideration assets 33,951 —
Other assets 12,277 9,335
$ 112,201 $ 74,471
________________
(1) Net of accumulated amortization of $ 2.3 million and $ 0.6 million as of September 28, 2025 and December 29, 2024, respectively.
Accrued and other current liabilities consisted of the following as of the periods indicated:
(dollars in thousands) SEPTEMBER 28, 2025 DECEMBER 29, 2024
Accrued payroll and other compensation $ 48,973 $ 64,522
Accrued insurance 19,473 19,527
Other current liabilities 92,616 94,265
$ 161,062 $ 178,314
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
Other long-term liabilities, net , consisted of the following as of the periods indicated:
(dollars in thousands) SEPTEMBER 28, 2025 DECEMBER 29, 2024
Accrued insurance $ 40,946 $ 33,519
Deferred compensation obligations 35,562 32,597
Other long-term liabilities (1) 36,879 27,304
$ 113,387 $ 93,420
________________
(1) Includes indemnification liabilities in connection with the Brazil Sale Transaction. See Note 2 – Discontinued Operations for additional details.
Long-term debt, net , consisted of the following as of the periods indicated:
SEPTEMBER 28, 2025 DECEMBER 29, 2024
(dollars in thousands) OUTSTANDING BALANCE INTEREST RATE OUTSTANDING BALANCE INTEREST RATE
Senior secured credit facility - revolving credit facility (1) $ 665,000 6.47 % $ 710,000 6.52 %
2025 Notes (2) — 20,724 5.00 %
2029 Notes 300,000 5.13 % 300,000 5.13 %
Long-term debt 965,000 1,030,724
Less: unamortized debt discount and issuance costs ( 2,752 ) ( 3,326 )
Long-term debt, net $ 962,248 $ 1,027,398
________________
(1) Interest rate represents the weighted average interest rate as of the respective periods.
(2) On May 1, 2025, the 2025 Notes were settled using borrowings from the revolving credit facility.
Debt Covenants - As of September 28, 2025 and December 29, 2024, the Company was in compliance with its debt c ovenants.
9. Convertible Senior Notes
The Company’s 5.00 % convertible senior notes due in 2025 (the “2025 Notes”) matured on May 1, 2025 and were settled in cash for $ 20.7 million, excluding accrued interest. In connection with the maturity of the 2025 Notes, the related convertible note hedges entered into with certain purchasers of the 2025 Notes and/or their respective affiliates and other financial institutions expired. On May 16, 2025, the Company terminated the remaining warrants in cash for $ 0.4 million.
10. Stockholders’ Equity
Dividends - The Company declared and paid dividends per share during fiscal year 2025 as follows:
(dollars in thousands, except per share data) DIVIDENDS PER SHARE AMOUNT
First fiscal quarter $ 0.15 $ 12,747
Second fiscal quarter 0.15 12,759
Third fiscal quarter 0.15 12,760
Total cash dividends declared and paid $ 0.45 $ 38,266
In October 2025, the Company’s Board of Directors (the “Board”) suspended the dividend as a component of the Company’s turnaround strategy.
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
Accumulated Other Comprehensive Income (Loss) - The following table is a rollforward of the components of Accumulated Other Comprehensive Income (Loss) for the periods indicated:
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 28, 2025 SEPTEMBER 29, 2024 SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Foreign currency translation:
Balance, beginning of the period $ 4,754 $ ( 189,478 ) $ ( 212,172 ) $ ( 177,689 )
Foreign currency translation adjustment (1)
3,367 ( 11,849 ) 2,745 ( 23,638 )
Reclassification of foreign currency translation adjustments into earnings due to sale of business — — 217,548 —
Balance, end of the period
$ 8,121 $ ( 201,327 ) $ 8,121 $ ( 201,327 )
(Loss) gain on derivatives, net of tax:
Balance, beginning of the period $ ( 508 ) $ 872 $ ( 621 ) $ ( 615 )
Change in fair value of derivatives, net of tax 45 ( 2,917 ) 108 ( 584 )
Reclassification realized in Net (loss) income, net of tax 22 ( 557 ) 72 ( 1,403 )
Balance, end of the period $ ( 441 ) $ ( 2,602 ) $ ( 441 ) $ ( 2,602 )
Accumulated other comprehensive income (loss):
Balance beginning of the period $ 4,246 $ ( 188,606 ) $ ( 212,793 ) $ ( 178,304 )
Other comprehensive income (loss) attributable to Bloomin' Brands 3,434 ( 15,323 ) 220,473 ( 25,625 )
Balance, end of the period $ 7,680 $ ( 203,929 ) $ 7,680 $ ( 203,929 )
____________________
(1) For the thirteen and thirty-nine weeks ended September 28, 2025, represents foreign currency translation adjustments primarily related to the Company’s equity method investment.
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 that include one - and two-year tenors. The remaining Swap Transactions have an aggregate notional amount of $ 275.0 million with the following terms:
NOTIONAL AMOUNT WEIGHTED AVERAGE FIXED INTEREST RATE (1) EFFECTIVE DATE TERMINATION DATE
$ 100,000,000 4.34 % December 29, 2023 December 31, 2025
175,000,000 4.40 % March 29, 2024 March 31, 2026
$ 275,000,000 4.38 %
____________________
(1) The weighted average fixed interest rate excludes the term SOFR adjustment and interest rate spread described below.
In connection with the remaining Swap Transactions, the Company effectively converted $ 275.0 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 %.
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 $ 0.6 million of interest expense will be reclassified from Accumulated Other Comprehensive Income (Loss) to Interest expense, net over the next 12 months related to the Swap Transactions.
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
The following table presents the fair value and classification of the Company’s swap agreements as of the periods indicated:
(dollars in thousands) CONSOLIDATED BALANCE SHEETS CLASSIFICATION SEPTEMBER 28, 2025 DECEMBER 29, 2024
Interest rate swaps - liability Accrued and other current liabilities $ 593 $ 579
Interest rate swaps - liability Other long-term liabilities, net — 255
Total fair value of derivative instruments - liabilities (1) $ 593 $ 834
____________________
(1) See Note 13 - Fair Value Measurements for fair value discussion of the interest rate swaps.
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 September 28, 2025, all counterparties to the Swap Transactions performed in accordance with their contractual obligations.
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. If the Company had breached any of these provisions as of September 28, 2025 and December 29, 2024, it could have been required to settle its obligations under the Swap Transactions at their termination value of $ 0.6 million and $ 0.8 million, respectively. As of September 28, 2025 and December 29, 2024, the Company has not posted any collateral related to the Swap Transactions.
In October 2025, subsequent to the thirteen weeks ended September 28, 2025, OSI entered into eight interest rate swap agreements with eight counterparties (the “2025 Swap Transactions”) to manage its exposure to fluctuations in variable interest rates that include 12 - and 21 -month tenors. The 2025 Swap Transactions have an aggregate notional amount of $ 300.0 million with the following terms:
NOTIONAL AMOUNT WEIGHTED AVERAGE FIXED INTEREST RATE (1) EFFECTIVE DATE TERMINATION DATE
$ 100,000,000 3.37 % December 31, 2025 December 31, 2026
200,000,000 3.18 % March 31, 2026 December 31, 2027
$ 300,000,000 3.24 %
____________________
(1) The weighted average fixed interest rate excludes the term SOFR adjustment and interest rate spread described below .
Upon the effective date, as a result of the 2025 Swap Transactions, the Company effectively converted $ 300.0 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 2025 Swap Transactions have an embedded floor of minus 0.10 %.
The 2025 Swap Transactions have been designated and qualify as cash flow hedges, will be recognized on the Company’s Consolidated Balance Sheets at fair value and will be classified based on the instruments’ maturity dates.
Non-Designated Hedges
During the fourth quarter of 2024, the Company entered into foreign currency forward contracts to partially offset the foreign currency exchange gains and losses generated by the Brazilian Reais rate risk associated with the purchase price installment payments from the Brazil Sale Transaction. As of September 28, 2025, the Company had R$ 745.9 million Brazilian Reais (approximately $ 138.6 million U.S. Dollars) of outstanding notional amounts
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
related to its foreign currency forward contracts. The liability and asset related to the foreign exchange forward contracts as of September 28, 2025 and December 29, 2024, respectively, are not material as they typically mature monthly. As of September 28, 2025 and December 29, 2024, the Company has not posted any collateral related to the foreign currency forward contracts.
The followin g table summarizes the effects of the Company’s foreign exchange forward contracts on the 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 28, 2025 SEPTEMBER 28, 2025
Loss on foreign currency forward contracts (1) General and administrative $ 6,853 $ 25,564
____________________
(1) The loss on foreign currency forward contracts, which includes costs in connection with the forward contracts, is partially offset within General and administrative expense by foreign currency exchange gains of $ 3.6 million and $ 17.8 million for the thirteen and thirty-nine weeks ended September 28, 2025, respectively, related to the installment receivable from the Brazil Sale Transaction.
The Company’s interest rate swaps and foreign currency forward contracts are subject to master netting arrangements. As of September 28, 2025, the Company elected not to offset derivative positions in its Consolidated Balance Sheet with the same counterparty under the same agreement.
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 SHEETS CLASSIFICATION SEPTEMBER 28, 2025 DECEMBER 29, 2024
Operating lease right-of-use assets Operating lease right-of-use assets $ 987,871 $ 1,012,857
Finance lease right-of-use assets (1) Property, fixtures and equipment, net 11,148 10,058
Total lease assets, net $ 999,019 $ 1,022,915
Current operating lease liabilities Current operating lease liabilities $ 176,252 $ 158,806
Current finance lease liabilities Accrued and other current liabilities 3,619 2,618
Non-current operating lease liabilities Non-current operating lease liabilities 1,057,603 1,088,518
Non-current finance lease liabilities Other long-term liabilities, net 9,748 8,359
Total lease liabilities $ 1,247,222 $ 1,258,301
________________
(1) Net of accumulated amortization of $ 4.7 million and $ 4.0 million as of September 28, 2025 and December 29, 2024, respectively.
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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 (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 28, 2025 SEPTEMBER 29, 2024 SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Operating lease cost (1) Other restaurant operating $ 42,570 $ 42,019 $ 127,498 $ 127,315
Variable lease cost Other restaurant operating 908 923 3,394 2,918
Finance lease costs:
Amortization of leased assets Depreciation and amortization 738 487 2,178 1,511
Interest on lease liabilities Interest expense, net 267 181 767 525
Sublease revenue Franchise and other revenues ( 1,641 ) ( 1,820 ) ( 5,088 ) ( 5,387 )
Lease costs, net $ 42,842 $ 41,790 $ 128,749 $ 126,882
________________
(1) Excludes rent expense for office facilities and closed or subleased properties of $ 3.2 million and $ 3.6 million for the thirteen weeks ended September 28, 2025 and September 29, 2024, respectively, and $ 10.3 million and $ 10.7 million for the thirty-nine weeks ended September 28, 2025 and September 29, 2024, 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:
THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Cash flows from operating activities:
Cash paid for amounts included in the measurement of operating lease liabilities $ 137,116 $ 139,634
Leased assets obtained in exchange for new operating lease liabilities $ 44,878 $ 79,758
Leased assets obtained in exchange for new finance lease liabilities $ 4,431 $ 1,163
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:
CONSOLIDATED BALANCE SHEETS CLASSIFICATION
MEASUREMENT LEVEL FAIR VALUE
(dollars in thousands) SEPTEMBER 28, 2025 DECEMBER 29, 2024
Assets:
Short-term investments Cash and cash equivalents Level 1 $ 5,226 $ 11,868
Foreign currency forward contracts Other current assets, net Level 2 $ — $ 304
Liabilities:
Interest rate swaps Accrued and other current liabilities Level 2 $ 593 $ 579
Foreign currency forward contracts Other current liabilities, net Level 2 $ 132 $ —
Interest rate swaps Other long-term liabilities Level 2 $ — $ 255
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
Fair value of each class of financial instruments is determined based on the following:
FINANCIAL INSTRUMENT METHODS AND ASSUMPTIONS
Short-term investments Carrying value approximates fair value because maturities are less than three months.
Derivative instruments The Company’s derivative instruments include interest rate swaps and foreign currency forward contracts. Fair value measurements are based on the contractual terms of the derivatives and observable market-based inputs. 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. Foreign currency forwards are valued by comparing the contracted forward exchange rate to the current market forward exchange rate. Key inputs for the valuation of the foreign currency forwards are spot rates, foreign currency forward rates and the interest rate curve of the domestic currency. The Company also considers its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. As of September 28, 2025 and December 29, 2024, the Company determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives.
Fair Value Measurements on a Nonrecurring Basis - Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to property, fixtures and equipment, operating lease right-of-use assets, goodwill and other intangible assets, which are remeasured when carrying value exceeds fair value. Carrying value after impairment approximates fair value. The following table summarizes the Company’s assets measured at fair value by hierarchy level on a nonrecurring basis for the periods indicated:
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
SEPTEMBER 28, 2025 SEPTEMBER 28, 2025
(dollars in thousands) REMAINING CARRYING VALUE
TOTAL IMPAIRMENT REMAINING CARRYING VALUE
TOTAL IMPAIRMENT
Operating lease right-of-use assets (1)
$ 14,237 $ 9,383 $ 20,651 $ 11,107
Property, fixtures and equipment (2)
16,885 23,072 23,445 27,614
$ 31,122 $ 32,455 $ 44,096 $ 38,721
________________
(1) Carrying values measured using discounted cash flow models (Level 3).
(2) Carrying values measured using Level 2 inputs to estimate fair value totaled $ 4.9 million and $ 5.2 million for the thirteen and thirty-nine weeks ended September 28, 2025, respectively. All other assets were valued using Level 3 inputs. Third-party market appraisals and executed sales contracts (Level 2) and discounted cash flow models (Level 3) were used to estimate the fair value.
See Note 5 - Impairments and Exit Costs for information regarding impairment charges during the thirteen and thirty-nine weeks ended September 28, 2025. Projected future cash flows, including discount rate and growth rate assumptions, are derived from current economic conditions, expectations of management and projected trends of current operating results. As a result, the Company has determined that the majority of the inputs used to value its long-lived assets held and used are unobservable inputs that fall within Level 3 of the fair value hierarchy.
In the assessment of impairment for operating locations, the Company determines the fair values of individual operating locations using an income approach, which requires discounting projected future cash flows. When determining the stream of projected future cash flows associated with an individual operating location, management makes assumptions, including highest and best use and inputs from restaurant operations, where necessary, and about key variables including the following unobservable inputs: revenue growth rates, controllable and uncontrollable expenses, and asset residual values. In order to calculate the present value of those future cash flows, the Company discounts its cash flow estimates at its weighted-average cost of capital applicable to the country in which the measured assets reside.
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, including the second installment related to the Brazil Sale Transaction, and accounts payable approximate their carrying amounts reported on the Company’s Consolidated Balance Sheets due to their short duration.
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
Debt is carried at amortized cost; however, the Company estimates the fair value of debt for disclosure purposes. The following table includes the carrying value and fair value of the Company’s debt by hierarchy level as of the periods indicated:
SEPTEMBER 28, 2025 DECEMBER 29, 2024
(dollars in thousands) CARRYING VALUE FAIR VALUE LEVEL 2 CARRYING VALUE FAIR VALUE LEVEL 2
Senior secured credit facility - revolving credit facility $ 665,000 $ 665,000 $ 710,000 $ 710,000
2025 Notes (1) $ — $ — $ 20,724 $ 24,145
2029 Notes $ 300,000 $ 259,458 $ 300,000 $ 270,132
________________
(1) On May 1, 2025, the 2025 Notes matured and were settled in cash. See Note 9 - Convertible Senior Notes for additional details.
14. Income Taxes
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 28, 2025 SEPTEMBER 29, 2024 SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
(Loss) income before (benefit) provision for income taxes $ ( 47,532 ) $ ( 8,066 ) $ 17,463 $ ( 57,866 )
(Benefit) provision for income taxes $ ( 2,404 ) $ ( 8,030 ) $ ( 10,249 ) $ 1,392
Effective income tax rate 5.1 % NM (NM) ( 2.4 ) %
________________
NM Not meaningful.
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 (benefit) provision for income taxes.
For the thirteen weeks ended September 28, 2025 and September 29, 2024, the benefit for income taxes includes the impact of changes to the estimate of forecasted annual pre-tax book income relative to the respective prior quarter and the benefit of FICA tax credits.
For the thirty-nine weeks ended September 28, 2025, the benefit for income taxes includes the impact of FICA tax credits relative to low forecasted annual pre-tax book income.
For the thirty-nine weeks ended September 29, 2024, the provision for income taxes includes the impact of the non-deductible losses associated with the repurchase of $ 83.6 million of the outstanding 2025 Notes (the “Second 2025 Notes Partial Repurchase”) recorded in the thirty-nine weeks ended September 29, 2024, which, relative to a pre-tax book loss, resulted in a negative effective income tax rate.
The effective income tax rate for the thirteen weeks ended September 28, 2025 was lower than the Company’s blended federal and state statutory rate of approximately 26 % primarily due to the impact of changes to forecasted pre-tax book income relative to prior quarters.
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 the non-deductible losses associated with the Second 2025 Notes Partial Repurchase , which, relative to a pre-tax book loss, resulted in a negative effective income tax rate.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. with the effective dates of certain provisions in OBBBA beginning in 2025 while other provisions begin after 2025. The Company has
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
evaluated the material provisions of OBBBA and estimated its impact on the consolidated financial statements to be immaterial. As additional guidance is published, the Company will continue evaluating the full impact of these legislative changes.
15. Commitments and Contingencies
Litigation and Other Matters - The Company recorded reserves of $ 4.2 million and $ 2.3 million for certain of its outstanding legal proceedings as of September 28, 2025 and December 29, 2024, respectively, within Accrued and other current liabilities on its Consolidated Balance Sheets. While the Company believes that additional losses beyond these accruals are reasonably possible, it cannot estimate a possible loss contingency or range of reasonably possible loss contingencies beyond these accruals.
Lease Guarantees - The Company assigned its interest, and is contingently liable, under certain real estate leases. These leases have varying terms, the latest of which expires in 2032. As of September 28, 2025, the undiscounted payments that the Company could be required to make in the event of non-payment by the primary lessees was $ 11.2 million. The present value of these potential payments discounted at the Company’s incremental borrowing rate as of September 28, 2025 was $ 8.9 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 for certain of its assigned leases. As of September 28, 2025 and December 29, 2024, the Company’s recorded contingent lease liability was $ 1.7 million and $ 1.6 million, respectively.
16. Segment Reporting
The following is a summary of reportable segments:
REPORTABLE SEGMENT CONCEPT GEOGRAPHIC LOCATION
U.S. (1) Outback Steakhouse United States of America
Carrabba’s Italian Grill
Bonefish Grill
Fleming’s Prime Steakhouse & Wine Bar
International Franchise Outback Steakhouse 12 Franchise Markets
Carrabba’s Italian Grill (Abbraccio)
_________________
(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 29, 2024. Revenues for all segments include only transactions with customers and exclude intersegment revenues. There were no material transactions among reportable segments. Excluded from Income from operations for U.S. are certain legal and corporate costs not directly related to the performance of the segment, most stock-based compensation expenses, a portion of insurance expenses and certain bonus expenses. The following segment disclosures have been recast to include amounts that relate solely to the Company’s continuing operations. In the tables below, “other” primarily includes amounts related to its Hong Kong subsidiary.
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
The following table is a summary of revenues by segment for the periods indicated:
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 28, 2025 SEPTEMBER 29, 2024 SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Revenues
U.S. $ 912,276 $ 887,325 $ 2,929,007 $ 2,904,602
International Franchise 7,146 9,945 23,480 29,501
Total segment revenues 919,422 897,270 2,952,487 2,934,103
All other revenues 9,391 12,743 28,286 44,352
Total revenues $ 928,813 $ 910,013 $ 2,980,773 $ 2,978,455
The following table presents segment operating income and significant segment expense information for the periods indicated:
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 28, 2025 SEPTEMBER 29, 2024 SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
U.S.
Total revenues $ 912,276 $ 887,325 $ 2,929,007 $ 2,904,602
Less:
Food and beverage 272,177 257,401 877,903 857,852
Labor and other related 295,421 281,721 915,778 888,605
Other restaurant operating 245,680 237,615 746,735 724,833
Other (1) 97,397 71,735 230,859 217,298
Total segment expenses 910,675 848,472 2,771,275 2,688,588
Income from operations $ 1,601 $ 38,853 $ 157,732 $ 216,014
International Franchise
Total revenues $ 7,146 $ 9,945 $ 23,480 $ 29,501
Less:
Total segment expenses (2) 148 392 640 1,209
Income from operations
$ 6,998 $ 9,553 $ 22,840 $ 28,292
Total segment
Total revenues $ 919,422 $ 897,270 $ 2,952,487 $ 2,934,103
Less:
Total segment expenses 910,823 848,864 2,771,915 2,689,797
Total segment income from operations
$ 8,599 $ 48,406 $ 180,572 $ 244,306
_________________
(1) Includes depreciation and amortization, general and administrative and impairment expense.
(2) Includes general and administrative expense.
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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
The following table is a reconciliation of segment income from operations to (Loss) income before (benefit) provision for income taxes for the periods indicated:
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 28, 2025 SEPTEMBER 29, 2024 SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Total segment income from operations $ 8,599 $ 48,406 $ 180,572 $ 244,306
Unallocated corporate operating expense ( 45,245 ) ( 35,665 ) ( 131,435 ) ( 103,690 )
Other income (loss) from operations 226 ( 4,099 ) 1,324 ( 17,005 )
Total (loss) income from operations ( 36,420 ) 8,642 50,461 123,611
Loss on extinguishment of debt — ( 225 ) — ( 136,022 )
Interest expense, net ( 11,112 ) ( 16,483 ) ( 32,998 ) ( 45,455 )
(Loss) income before (benefit) provision for income taxes $ ( 47,532 ) $ ( 8,066 ) $ 17,463 $ ( 57,866 )
The following table is a summary of depreciation and amortization by segment for the periods indicated:
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 28, 2025 SEPTEMBER 29, 2024 SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Depreciation and amortization
U.S. $ 42,403 $ 41,922 $ 126,161 $ 122,506
Corporate 2,324 2,102 6,613 6,369
Other 220 320 718 1,559
Total depreciation and amortization $ 44,947 $ 44,344 $ 133,492 $ 130,434
The following table is a summary of capital expenditures by segment, excluding non-cash activity, for the periods indicated:
THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 28, 2025 SEPTEMBER 29, 2024
Capital expenditures
U.S. $ 115,415 $ 160,738
Corporate 9,025 6,243
Other 11 734
Total capital expenditures $ 124,451 $ 167,715
The following table sets forth Total assets by segment as of the periods i ndicated:
(dollars in thousands) SEPTEMBER 28, 2025 DECEMBER 29, 2024
Assets
U.S. $ 2,574,524 $ 2,735,251
International Franchise 104,514 103,242
Total segment assets 2,679,038 2,838,493
Corporate 519,043 306,560
Other (1) 81,982 16,262
Assets of discontinued operations held for sale — 223,490
Total assets $ 3,280,063 $ 3,384,805
_________________
(1) Includes the Company’s equity method investment in Brazil.
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BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.