UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended ~~September 24, 2023~~March 31, 2024
or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ______ to ______

Commission File Number: 001-35625

BLOOMIN’ BRANDS, INC.

(Exact name of registrant as specified in its charter)


Delaware						20-8023465
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

2202 North West Shore Boulevard, Suite 500, Tampa, FL 33607

(Address of principal executive offices) (Zip Code)

(813) 282-1225

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

$0.01 par value

BLMN

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October 31, 2023, 86,814,043~~May 3, 2024, 86,476,371 shares of common stock of the registrant were outstanding.

Table of Contents

BLOOMIN’ BRANDS, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the Quarterly Period Ended ~~September 24, 2023~~March 31, 2024

(Unaudited)

TABLE OF CONTENTS


	PART I — FINANCIAL INFORMATION	Page No.

Item 1.	Financial Statements (Unaudited)	3

	Consolidated Financial Statements:

	Consolidated Balance Sheets — ~~September 2~~March 31 , 202 4 ~~, 2023~~ and December ~~25, 2022~~31 , 2 023	3

	Consolidated Statements of Operations and Comprehensive (Loss) Income — For the Thirteen ~~and~~ ~~Thirty-~~N ~~ine~~ Weeks Ended ~~September~~ 2 4 ,March 31, 2024 and March 26, 2023 ~~and~~ Se ~~ptember 25, 2022~~	4

	Consolidated Statements of Changes in Stockholders’ Equity — For the Thirteen ~~and Thirty-Ni~~ne Weeks Ended S ~~eptember~~March 2 31 , 202 4 ~~, 2023~~ and Se pt ~~ember~~ 2 5 ~~, 2022~~March 26, 2023	5

	Condensed Consolidated Statements of Cash Flows — For the T ~~hirty-Nine~~Thirteen Weeks Ended SeMa ~~ptember~~rch 31, 2024 2 4 ~~, 2023~~ and Se ~~ptember~~ 2 5 ~~, 2022~~March 26, 2023	76

	Notes to Consolidated Financial Statements	87

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4238

Item 4.	Controls and Procedures	4238

	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	4339

Item 1A.	Risk Factors	4339

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4339

Item 5.	Other Information	4340

Item 6.	Exhibits	4440

	Signature	4541

Table of Contents

BLOOMIN’ BRANDS, INC.

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

SEPTEMBER 24, 2023

DECEMBER 25, 2022

(UNAUDITED)

MARCH 31, 2024

DECEMBER 31, 2023

(UNAUDITED)

ASSETS

Current assets

Cash and cash equivalents

86,579

84,735

Restricted cash and cash equivalents

Inventories

70,563

78,124

Other current assets, net

103,983

183,718

Other current assets, net

Total current assets

261,125

346,577

Property, fixtures and equipment, net

1,020,798

914,142

Operating lease right-of-use assets

1,109,295

1,103,083

Goodwill

275,868

273,032

Intangible assets, net

444,381

448,326

Deferred income tax assets, net

154,809

153,118

Other assets, net

84,634

82,147

Total assets

3,350,910

3,320,425

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

198,100

183,715

Current operating lease liabilities

185,659

183,510

Accrued and other current liabilities

242,000

217,427

Unearned revenue

294,062

394,215

Total current liabilities

919,821

978,867

Total current liabilities

Non-current operating lease liabilities

1,151,723

1,148,607

Long-term debt, net

789,356

828,507

Other long-term liabilities, net

94,091

90,535

Total liabilities

2,954,991

3,046,516

Commitments and contingencies (Note 15)

Stockholders’ equity

Bloomin’ Brands stockholders’ equity

Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of September 24, 2023 and December 25, 2022

—

Common stock, $0.01 par value, 475,000,000 shares authorized; 87,171,373 and 87,696,200 shares issued and outstanding as of September 24, 2023 and December 25, 2022, respectively

872

877

Bloomin’ Brands stockholders’ equity

Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of March 31, 2024 and December 31, 2023

Common stock, $0.01 par value, 475,000,000 shares authorized; 87,811,312 and 86,968,536 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

1,125,322

1,161,912

Accumulated deficit

(554,205)

(706,109)

Accumulated other comprehensive loss

(178,840)

(185,311)

Total Bloomin’ Brands stockholders’ equity

393,149

271,369

Noncontrolling interests

2,770

2,540

Total stockholders’ equity

395,919

273,909

Total liabilities and stockholders’ equity

3,350,910

3,320,425

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

Table of Contents

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 24, 2023		SEPTEMBER 25, 2022			SEPTEMBER 24, 2023		SEPTEMBER 25, 2022
				THIRTEEN WEEKS ENDED
				THIRTEEN WEEKS ENDED
				THIRTEEN WEEKS ENDED
						MARCH 31, 2024						MARCH 31, 2024	MARCH 26, 2023
Revenues	Revenues										Revenues
Restaurant sales	Restaurant sales	$	1,064,413	$	1,040,375		$	3,429,977	$	3,272,868
Franchise and other revenues	Franchise and other revenues	15,420		15,388			47,296		48,592
Total revenues	Total revenues	1,079,833		1,055,763			3,477,273		3,321,460
Costs and expenses	Costs and expenses										Costs and expenses
Food and beverage	Food and beverage	321,865		332,939			1,057,305		1,056,768
Labor and other related	Labor and other related	314,432		303,244			981,908		924,514
Other restaurant operating	Other restaurant operating	281,084		267,944			837,349		790,583
Depreciation and amortization	Depreciation and amortization	47,998		42,171			141,865		125,203
General and administrative	General and administrative	62,246		56,089			191,408		174,009
Provision for impaired assets and restaurant closings	Provision for impaired assets and restaurant closings	(6,008)		2,067			(857)		4,099
Total costs and expenses	Total costs and expenses	1,021,617		1,004,454			3,208,978		3,075,176
Income from operations	Income from operations	58,216		51,309			268,295		246,284
Loss on extinguishment and modification of debt		—		—			—		(107,630)
Loss on fair value adjustment of derivatives, net		—		—			—		(17,685)
Loss on extinguishment of debt

Interest expense, net	Interest expense, net	(12,843)		(12,696)			(38,248)		(38,877)
Income before (benefit) provision for income taxes		45,373		38,613			230,047		82,092
(Benefit) provision for income taxes		(58)		5,563			21,186		33,028
Net income		45,431		33,050			208,861		49,064

Interest expense, net

Interest expense, net
(Loss) income before provision for income taxes
Provision for income taxes
Net (loss) income
Less: net income attributable to noncontrolling interests	Less: net income attributable to noncontrolling interests	903		1,064			4,745		5,202
Net income attributable to Bloomin’ Brands		$	44,528	$	31,986		$	204,116	$	43,862
Net (loss) income attributable to Bloomin’ Brands

Net income		$	45,431	$	33,050		$	208,861	$	49,064
Other comprehensive income:
Net (loss) income

Net (loss) income

Net (loss) income
Other comprehensive (loss) income:
Foreign currency translation adjustment
Foreign currency translation adjustment
Foreign currency translation adjustment	Foreign currency translation adjustment	3,103		(13,041)			6,471		10,182

Unrealized gain on derivatives, net of tax		—		—			—		573
Reclassification of adjustments for loss on derivatives included in Net income, net of tax		—		—			—		954
Impact of terminated interest rate swaps included in Net income, net of tax		—		2,255			—		7,440
Comprehensive income		48,534		22,264			215,332		68,213

Net gain on derivatives, net of tax

Net gain on derivatives, net of tax

Net gain on derivatives, net of tax

Comprehensive (loss) income
Comprehensive (loss) income
Comprehensive (loss) income
Less: comprehensive income attributable to noncontrolling interests	Less: comprehensive income attributable to noncontrolling interests	903		1,064			4,745		5,202
Comprehensive income attributable to Bloomin’ Brands		$	47,631	$	21,200		$	210,587	$	63,011
Comprehensive (loss) income attributable to Bloomin’ Brands

Earnings per share:
(Loss) earnings per share:
(Loss) earnings per share:
(Loss) earnings per share:
Basic
Basic
Basic	Basic	$	0.50	$	0.36		$	2.30	$	0.49
Diluted	Diluted	$	0.45	$	0.34		$	2.08	$	0.44
Weighted average common shares outstanding:	Weighted average common shares outstanding:
Basic	Basic	88,707		89,192			88,794		89,149
Basic
Basic
Diluted	Diluted	98,548		94,736			97,987		99,609

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

Table of Contents

BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)

BLOOMIN’ BRANDS, INC.
COMMON STOCK ADDITIONAL PAID-IN CAPITAL ACCUM-
ULATED DEFICIT ACCUMULATED OTHER
COMPREHENSIVE LOSS NON-CONTROLLING INTERESTS TOTAL
SHARES AMOUNT
Balance,
June 25, 2023 87,339 $ 873 $ 1,132,732 $ (582,738) $ (181,943) $ 2,944 $ 371,868
Net income — — — 44,528 — 903 45,431
Other comprehensive income — — — — 3,103 — 3,103
Cash dividends declared, $0.24 per common share — — (20,901) — — — (20,901)
Repurchase and retirement of common stock, including excise tax of $45 (590) (6) — (15,995) — — (16,001)
Stock-based compensation — — 4,411 — — — 4,411
Common stock issued under stock plans (1) 422 5 9,080 — — — 9,085
Distributions to noncontrolling interests — — — — — (1,306) (1,306)
Contributions from noncontrolling interests — — — — — 229 229
Balance,
September 24, 2023 87,171 $ 872 $ 1,125,322 $ (554,205) $ (178,840) $ 2,770 $ 395,919
Balance,
December 25, 2022 87,696 $ 877 $ 1,161,912 $ (706,109) $ (185,311) $ 2,540 $ 273,909
Net income — — — 204,116 — 4,745 208,861
Other comprehensive income — — — — 6,471 — 6,471
Cash dividends declared, $0.72 per common share — — (62,905) — — — (62,905)
Repurchase and retirement of common stock, including excise tax of $93 (2,072) (21) — (52,212) — — (52,233)
Stock-based compensation — — 12,453 — — — 12,453
Common stock issued under stock plans (1) 1,547 16 13,862 — — — 13,878
Distributions to noncontrolling interests — — — — — (5,946) (5,946)
Contributions from noncontrolling interests — — — — — 1,431 1,431
Balance,
September 24, 2023 87,171 $ 872 $ 1,125,322 $ (554,205) $ (178,840) $ 2,770 $ 395,919
(CONTINUED...)


	BLOOMIN’ BRANDS, INC.
	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		ACCUM- ULATED DEFICIT		ACCUMULATED OTHER COMPREHENSIVE LOSS		NON-CONTROLLING INTERESTS		TOTAL
	SHARES	AMOUNT























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

Net (loss) income	—	—		—		(83,872)		—		1,582		(82,290)
Other comprehensive loss, net of tax	—	—		—		—		(774)		—		(774)
Cash dividends declared, $0.24 per common share	—	—		(21,075)		—		—		—		(21,075)
Repurchase and retirement of common stock	(6,948)	(69)		(44,000)		(188,834)		—		—		(232,903)
Stock-based compensation	—	—		2,448		—		—		—		2,448

Common stock issued under stock plans (1)	590	6		(2,403)		—		—		—		(2,397)


Distributions to noncontrolling interests	—	—		—		—		—		(2,043)		(2,043)
Contributions from noncontrolling interests	—	—		—		—		—		330		330




Issuance of common stock from repurchase of convertible senior notes	7,489	74		216,078		—		—		—		216,152
Retirement of convertible senior note hedges	(289)	(3)		126,543		(8,343)		—		—		118,197
Retirement of warrants	—	—		(102,213)		—		—		—		(102,213)

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

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~

~~(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)~~

BLOOMIN’ BRANDS, INC.
COMMON STOCK ADDITIONAL PAID-IN CAPITAL ACCUM-
ULATED DEFICIT ACCUMULATED OTHER
COMPREHENSIVE LOSS NON-CONTROLLING INTERESTS TOTAL
SHARES AMOUNT
Balance,
June 26, 2022 90,151 $ 902 $ 1,169,697 $ (733,723) $ (176,054) $ 1,919 $ 262,741
Net income — — — 31,986 — 1,064 33,050
Other comprehensive loss, net of tax — — — — (10,786) — (10,786)
Cash dividends declared, $0.14 per common share — — (12,475) — — — (12,475)
Repurchase and retirement of common stock (1,746) (18) — (33,531) — — (33,549)
Stock-based compensation — — 2,013 — — — 2,013
Common stock issued under stock plans (1) 45 — 487 — — — 487
Distributions to noncontrolling interests — — — — — (1,477) (1,477)
Contributions from noncontrolling interests — — — — — 141 141
Balance,
September 25, 2022 88,450 $ 884 $ 1,159,722 $ (735,268) $ (186,840) $ 1,647 $ 240,145
Balance,
December 26, 2021 89,253 $ 893 $ 1,119,728 $ (698,171) $ (205,989) $ 6,389 $ 222,850
Net income — — — 43,862 — 5,202 49,064
Other comprehensive income, net of tax — — — — 19,149 — 19,149
Cash dividends declared, $0.42 per common share — — (37,452) — — — (37,452)
Repurchase and retirement of common stock (4,058) (41) — (80,959) — — (81,000)
Stock-based compensation — — 11,815 — — — 11,815
Common stock issued under stock plans (1) 942 9 2,485 — — — 2,494
Purchase of noncontrolling interests, net of tax of $254 — — (735) — — (3,915) (4,650)
Distributions to noncontrolling interests — — — — — (6,631) (6,631)
Contributions from noncontrolling interests — — — — — 602 602
Retirement of convertible senior note hedges — — 112,956 — — — 112,956
Retirement of warrants — — (97,617) — — — (97,617)
Issuance of common stock from repurchase of convertible senior notes 2,313 23 48,542 — — — 48,565
Balance,
September 25, 2022 88,450 $ 884 $ 1,159,722 $ (735,268) $ (186,840) $ 1,647 $ 240,145


	BLOOMIN’ BRANDS, INC.
	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		ACCUM- ULATED DEFICIT		ACCUMULATED OTHER COMPREHENSIVE LOSS		NON-CONTROLLING INTERESTS		TOTAL
	SHARES	AMOUNT






















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

Net income	—	—		—		91,311		—		2,117		93,428
Other comprehensive loss	—	—		—		—		(1,134)		—		(1,134)
Cash dividends declared, $0.24 per common share	—	—		(21,014)		—		—		—		(21,014)
Repurchase and retirement of common stock, including excise tax of $17	(863)	(9)		—		(20,653)		—		—		(20,662)
Stock-based compensation	—	—		2,904		—		—		—		2,904


Common stock issued under stock plans (1)	632	7		(2,785)		—		—		—		(2,778)



Distributions to noncontrolling interests	—	—		—		—		—		(2,555)		(2,555)
Contributions from noncontrolling interests	—	—		—		—		—		743		743






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

________________

(1)Net of ~~forfeitures and~~ shares withheld for employee taxes.

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

Table of Contents

BLOOMIN’ BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS, UNAUDITED)


		THIRTY-NINE WEEKS ENDED
		SEPTEMBER 24, 2023		SEPTEMBER 25, 2022
	THIRTEEN WEEKS ENDED							THIRTEEN WEEKS ENDED
	MARCH 31, 2024						MARCH 31, 2024		MARCH 26, 2023

Cash flows provided by operating activities:	Cash flows provided by operating activities:
Net income		$	208,861	$	49,064
Adjustments to reconcile Net income to cash provided by operating activities:
Cash flows provided by operating activities:
Cash flows provided by operating activities:
Net (loss) income
Adjustments to reconcile Net (loss) income to cash provided by operating activities:						Adjustments to reconcile Net (loss) income to cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	141,865		125,203
Amortization of debt discounts and issuance costs	Amortization of debt discounts and issuance costs	2,305		2,779
Amortization of deferred gift card sales commissions	Amortization of deferred gift card sales commissions	17,891		18,213
Provision for impaired assets and restaurant closings	Provision for impaired assets and restaurant closings	(857)		4,099

Non-cash interest expense from terminated interest rate swaps		—		10,014

Non-cash operating lease costs

Non-cash operating lease costs

Non-cash operating lease costs	Non-cash operating lease costs	64,845		62,539

Stock-based compensation expense	Stock-based compensation expense	12,453		11,815
Deferred income tax (benefit) expense		(3,610)		6,604

Stock-based compensation expense

Stock-based compensation expense
Deferred income tax expense

Loss on extinguishment and modification of debt		—		107,630
Loss on extinguishment of debt

Loss on extinguishment of debt

Loss on extinguishment of debt

Loss on fair value adjustment of derivatives, net		—		17,685

Other, net

Other, net

Other, net	Other, net	(3,067)		5,381
Change in assets and liabilities	Change in assets and liabilities	(67,133)		(128,447)

Net cash provided by operating activities	Net cash provided by operating activities	373,553		292,579

Net cash provided by operating activities

Net cash provided by operating activities
Cash flows used in investing activities:	Cash flows used in investing activities:					Cash flows used in investing activities:

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

Capital expenditures

Capital expenditures

Capital expenditures	Capital expenditures	(227,086)		(137,260)
Other investments, net	Other investments, net	1,551		1,207
Net cash used in investing activities	Net cash used in investing activities	(225,535)		(121,455)

Cash flows used in financing activities:
Cash flows provided by (used in) financing activities:

Repayments of long-term debt and finance lease obligations		(1,302)		(196,076)
Cash flows provided by (used in) financing activities:

Cash flows provided by (used in) financing activities:

Proceeds from borrowings on revolving credit facilities

Proceeds from borrowings on revolving credit facilities

Proceeds from borrowings on revolving credit facilities	Proceeds from borrowings on revolving credit facilities	728,000		929,500
Repayments of borrowings on revolving credit facilities	Repayments of borrowings on revolving credit facilities	(768,000)		(589,500)

Financing fees		—		(1,205)

Repayments of finance lease obligations

Repayments of finance lease obligations

Repayments of finance lease obligations
Principal settlements and repurchase of convertible senior notes	Principal settlements and repurchase of convertible senior notes	(214)		(196,919)
Proceeds from retirement of convertible senior note hedges	Proceeds from retirement of convertible senior note hedges	—		131,869
Payments for retirement of warrants	Payments for retirement of warrants	—		(114,825)
Proceeds from share-based compensation, net		13,878		2,494
Payment of taxes from share-based compensation, net
Distributions to noncontrolling interests	Distributions to noncontrolling interests	(5,946)		(6,631)
Contributions from noncontrolling interests	Contributions from noncontrolling interests	1,431		602
Purchase of noncontrolling interests	Purchase of noncontrolling interests	(100)		(4,904)
Payments for partner equity plan		—		(7,813)

Repurchase of common stock
Repurchase of common stock
Repurchase of common stock	Repurchase of common stock	(52,347)		(79,900)

Cash dividends paid on common stock	Cash dividends paid on common stock	(62,905)		(37,452)

Net cash used in financing activities		(147,505)		(170,760)

Cash dividends paid on common stock

Cash dividends paid on common stock

Net cash provided by (used in) financing activities
Net cash provided by (used in) financing activities
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	1,331		1,400

Net increase in cash, cash equivalents and restricted cash
Net increase in cash, cash equivalents and restricted cash
Net increase in cash, cash equivalents and restricted cash	Net increase in cash, cash equivalents and restricted cash	1,844		1,764
Cash, cash equivalents and restricted cash as of the beginning of the period	Cash, cash equivalents and restricted cash as of the beginning of the period	84,735		89,057
Cash, cash equivalents and restricted cash as of the end of the period	Cash, cash equivalents and restricted cash as of the end of the period	$	86,579	$	90,821
Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:					Supplemental disclosures of cash flow information:
Cash paid for interest	Cash paid for interest	$	30,486	$	23,050
Cash paid for income taxes, net of refunds	Cash paid for income taxes, net of refunds	$	22,244	$	25,354
Supplemental disclosures of non-cash investing and financing activities:	Supplemental disclosures of non-cash investing and financing activities:					Supplemental disclosures of non-cash investing and financing activities:

Leased assets obtained in exchange for new operating lease liabilities	Leased assets obtained in exchange for new operating lease liabilities	$	70,305	$	44,556
Leased assets obtained in exchange for new operating lease liabilities
Leased assets obtained in exchange for new operating lease liabilities
Leased assets obtained in exchange for new finance lease liabilities	Leased assets obtained in exchange for new finance lease liabilities	$	5,435	$	2,417
Increase in liabilities from the acquisition of property, fixtures and equipment		$	15,486	$	14,961

(Decrease) increase in liabilities from the acquisition of property, fixtures and equipment
Shares issued on settlement of convertible senior notes
Shares received and retired on exercise of call option under bond hedge upon settlement of convertible senior notes

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

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Description of the Business and Basis of Presentation

Description of the Business - Bloomin’ Brands (“Bloomin’ Brands” or the “Company”) owns and operates casual, upscale casual and fine dining restaurants. OSI Restaurant Partners, LLC (“OSI”) is the Company’s primary operating entity. The Company’s restaurant portfolio has four concepts: Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar. Additional Outback Steakhouse, Carrabba’s Italian Grill and Bonefish Grill restaurants in which the Company has no direct investment are operated under franchise agreements.

Basis of Presentation - The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange ~~Commission.~~Commission (“SEC”). Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States (“U.S. GAAP”) for complete financial statements. In the opinion of the Company, all adjustments necessary for fair financial statement presentation for the periods presented have been included and are of a normal, recurring nature. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December ~~25, 2022.~~31, 2023.

Recently Issued Financial Accounting Standards Not Yet Adopted - In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” (“ASU No. 2023-07”) which requires disclosure of significant segment expenses regularly provided to the Company’s chief operating decision-maker (“CODM”). ASU No. 2023-07 also allows for multiple measures of segment profit (loss) if the CODM utilizes such measures to allocate resources or assess performance. ASU No. 2023-07 is effective for the Company beginning with the 2024 Form 10-K, with early adoption permitted. The Company is currently evaluating the impact ASU No. 2023-07 will have on its disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” (“ASU No. 2023-09”) which expands existing income tax disclosures, including disaggregation of the Company’s effective income tax rate reconciliation table and income taxes paid disclosures. ASU No. 2023-09 is effective for the Company beginning with the 2025 Form 10-K, with early adoption permitted. The Company is currently evaluating the impact ASU No. 2023-09 will have on its disclosures.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” which requires registrants to include climate-related disclosures in their annual reports, including, but not limited to, material Scope 1 and Scope 2 greenhouse gas emissions, climate-related financial metrics, and governance, oversight and risk management processes for material climate-related risks in their audited financial statements. The final rule also requires certain disclosures regarding expenses incurred in relation to severe weather events and other natural conditions. The disclosure requirements are first effective for the Company beginning with the 2026 Form 10-K. The Company is currently evaluating the impact this rule will have on its disclosures.

Recent accounting guidance not discussed herein is not applicable, did not have or is not expected to have a material impact to the Company.

~~Reclassifications~~ - The Company reclassified certain items in the accompanying consolidated financial statements for prior periods to be comparable with the classification for the current period, including, but not limited to, finance lease liabilities presented within other liabilities that were formerly presented within long-term debt, the separate presentation of current operating lease liabilities on the face of the Consolidated Balance Sheets and the presentation of certain items within the Condensed Consolidated Statements of Cash Flows. These reclassifications had no effect on previously reported net income.

~~2. Revenue Recognition~~

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

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
Revenues
Restaurant sales $ 1,064,413 $ 1,040,375 $ 3,429,977 $ 3,272,868
Franchise and other revenues
Franchise revenues 11,820 11,826 37,911 37,828
Other revenues 3,600 3,562 9,385 10,764
Total Franchise and other revenues 15,420 15,388 47,296 48,592
Total revenues $ 1,079,833 $ 1,055,763 $ 3,477,273 $ 3,321,460

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

2. Revenue Recognition

The following ~~tables include~~table includes the disaggregation of Restaurant sales and franchise revenues by restaurant concept and major international market for the periods indicated:


		THIRTEEN WEEKS ENDED
		SEPTEMBER 24, 2023				SEPTEMBER 25, 2022

		THIRTEEN WEEKS ENDED

		THIRTEEN WEEKS ENDED

		THIRTEEN WEEKS ENDED
	MARCH 31, 2024												MARCH 31, 2024		MARCH 26, 2023
(dollars in thousands)	(dollars in thousands)	RESTAURANT SALES		FRANCHISE REVENUES		RESTAURANT SALES		FRANCHISE REVENUES		(dollars in thousands)	RESTAURANT SALES	FRANCHISE REVENUES		RESTAURANT SALES		FRANCHISE REVENUES
U.S.	U.S.
Outback Steakhouse
Outback Steakhouse
Outback Steakhouse	Outback Steakhouse	$	526,960	$	7,517	$	536,793	$	7,447
Carrabba’s Italian Grill	Carrabba’s Italian Grill	165,742		704		159,728		738
Bonefish Grill	Bonefish Grill	128,425		87		130,669		163
Fleming’s Prime Steakhouse & Wine Bar	Fleming’s Prime Steakhouse & Wine Bar	76,919		—		80,748		—
Other	Other	3,092		16		2,741		17
U.S. total	U.S. total	901,138		8,324		910,679		8,365
International	International
Outback Steakhouse - Brazil (1)	Outback Steakhouse - Brazil (1)	138,187		—		105,932		—
Other (1)(2)		25,088		3,496		23,764		3,461
International total		163,275		3,496		129,696		3,461
Total		$	1,064,413	$	11,820	$	1,040,375	$	11,826

		THIRTY-NINE WEEKS ENDED
		SEPTEMBER 24, 2023				SEPTEMBER 25, 2022
(dollars in thousands)		RESTAURANT SALES		FRANCHISE REVENUES		RESTAURANT SALES		FRANCHISE REVENUES
U.S.
Outback Steakhouse		$	1,732,132	$	24,280	$	1,705,749	$	24,062
Carrabba’s Italian Grill		530,450		2,257		505,546		2,196
Bonefish Grill		429,572		353		427,557		513
Fleming’s Prime Steakhouse & Wine Bar		272,543		—		272,343		—
Other		10,448		41		9,046		30
U.S. total		2,975,145		26,931		2,920,241		26,801
International
Outback Steakhouse - Brazil (1)
Outback Steakhouse - Brazil (1)	Outback Steakhouse - Brazil (1)	379,498		—		291,880		—
Other (1)(2)	Other (1)(2)	75,334		10,980		60,747		11,027
International total	International total	454,832		10,980		352,627		11,027
Total	Total	$	3,429,977	$	37,911	$	3,272,868	$	37,828

________________

(1)Includes $9.6 million of Restaurant sales ~~in Brazil increased $10.9 million and $30.1 million~~ during the thirteen ~~and thirty-nine~~ weeks ended ~~September 24,~~March 26, 2023 ~~respectively,~~ in connection with value added tax exemptions resulting from Brazil tax legislation. See Note 14 - Income Taxes for details regarding the Brazil tax legislation.

(2)Includes Restaurant sales for Company-owned Outback Steakhouse restaurants outside of Brazil and Abbraccio restaurants in Brazil. Franchise revenues primarily include revenues from franchised Outback Steakhouse restaurants.

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


(dollars in thousands)	MARCH 31, 2024		DECEMBER 31, 2023
Other current assets, net
Deferred gift card sales commissions	$	13,520	$	18,081

Unearned revenue
Deferred gift card revenue	$	312,283	$	374,274
Deferred loyalty revenue	5,506		5,664
Deferred franchise fees - current	453		473
Other	1,761		1,466
Total Unearned revenue	$	320,003	$	381,877

Other long-term liabilities, net
Deferred franchise fees - non-current	$	3,975	$	4,036

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

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

(dollars in thousands) SEPTEMBER 24, 2023 DECEMBER 25, 2022
Other current assets, net
Deferred gift card sales commissions $ 11,141 $ 17,755
Unearned revenue
Deferred gift card revenue $ 285,263 $ 386,495
Deferred loyalty revenue 5,752 5,628
Deferred franchise fees - current 475 460
Other 2,572 1,632
Total Unearned revenue $ 294,062 $ 394,215
Other long-term liabilities, net
Deferred franchise fees - non-current $ 4,087 $ 4,126

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


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
				THIRTEEN WEEKS ENDED
				THIRTEEN WEEKS ENDED
				THIRTEEN WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	SEPTEMBER 24, 2023		SEPTEMBER 25, 2022		SEPTEMBER 24, 2023		SEPTEMBER 25, 2022		(dollars in thousands)	MARCH 31, 2024	MARCH 26, 2023
Balance, beginning of the period	Balance, beginning of the period	$	12,694	$	12,338	$	17,755	$	17,793
Deferred gift card sales commissions amortization	Deferred gift card sales commissions amortization	(4,711)		(4,755)		(17,891)		(18,213)
Deferred gift card sales commissions capitalization	Deferred gift card sales commissions capitalization	3,766		3,836		13,509		13,441
Other	Other	(608)		(621)		(2,232)		(2,223)
Balance, end of the period	Balance, end of the period	$	11,141	$	10,798	$	11,141	$	10,798

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


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
				THIRTEEN WEEKS ENDED
				THIRTEEN WEEKS ENDED
				THIRTEEN WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	SEPTEMBER 24, 2023		SEPTEMBER 25, 2022		SEPTEMBER 24, 2023		SEPTEMBER 25, 2022		(dollars in thousands)	MARCH 31, 2024	MARCH 26, 2023
Balance, beginning of the period	Balance, beginning of the period	$	304,942	$	303,544	$	386,495	$	387,945
Gift card sales	Gift card sales	44,374		46,692		162,717		162,146
Gift card redemptions	Gift card redemptions	(60,412)		(63,041)		(248,870)		(252,091)
Gift card breakage	Gift card breakage	(3,641)		(3,636)		(15,079)		(14,441)
Balance, end of the period	Balance, end of the period	$	285,263	$	283,559	$	285,263	$	283,559

3. Impairments and Exit Costs

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


	THIRTEEN WEEKS ENDED
(dollars in thousands)		MARCH 31, 2024
Impairment losses



U.S.		$	1,852
Restaurant closure charges (benefits)
U.S.		9,084
International		(63)
Total restaurant closure charges		9,021
Provision for impaired assets and restaurant closings		$	10,873

2023 Closure Initiative - During 2023, the Company closed three U.S. and two international Aussie Grill restaurants and made the decision to close 36 predominantly older, underperforming U.S. restaurants (the “2023 Closure Initiative”). The Company has completed all restaurant closures under the 2023 Closure Initiative. Following is a summary of expenses related to the 2023 Closure Initiative charges recognized in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the period indicated (dollars in thousands):

DESCRIPTION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME CLASSIFICATION

THIRTEEN WEEKS ENDED

MARCH 31, 2024

Asset impairments and closure charges

Provision for impaired assets and restaurant closings

10,094

Severance and other expenses

General and administrative

2,427

Closure-related labor costs

Labor and other related

434

12,955

The remaining impairment and closure charges during the period presented resulted primarily from locations identified for closure.

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

3.4. (Loss) Earnings Per Share

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

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(in thousands, except per share data) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
Net income attributable to Bloomin’ Brands $ 44,528 $ 31,986 $ 204,116 $ 43,862
Basic weighted average common shares outstanding 88,707 89,192 88,794 89,149
Effect of dilutive securities:
Stock options 474 173 423 261
Nonvested restricted stock units 200 117 201 167
Nonvested performance-based share units — — 95 96
Convertible senior notes (1) 5,367 3,690 5,067 6,732
Warrants (1) 3,800 1,564 3,407 3,204
Diluted weighted average common shares outstanding 98,548 94,736 97,987 99,609
Basic earnings per share $ 0.50 $ 0.36 $ 2.30 $ 0.49
Diluted earnings per share $ 0.45 $ 0.34 $ 2.08 $ 0.44

~~_____________~~

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


	THIRTEEN WEEKS ENDED
(in thousands, except per share data)		MARCH 31, 2024		MARCH 26, 2023
Net (loss) income attributable to Bloomin’ Brands		$	(83,872)	$	91,311





Basic weighted average common shares outstanding		87,024		89,116

Effect of dilutive securities:
Stock options		—		401
Nonvested restricted stock units		—		269
Nonvested performance-based share units		—		286
Convertible senior notes		—		4,831
Warrants		—		3,108
Diluted weighted average common shares outstanding		87,024		98,011

Basic (loss) earnings per share		$	(0.96)	$	1.02
Diluted (loss) earnings per share		$	(0.96)	$	0.93

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

THIRTEEN WEEKS ENDED

THIRTY-NINE WEEKS ENDED

THIRTEEN WEEKS ENDED

(shares in thousands)

SEPTEMBER 24, 2023

SEPTEMBER 25, 2022

SEPTEMBER 24, 2023

SEPTEMBER 25, 2022

MARCH 31, 2024

MARCH 26, 2023

Stock options

—

2,297

471

2,012

Nonvested restricted stock units

—

150

249

Nonvested restricted stock units

Nonvested performance-based share units

373

771

433

574

4. 5. Stock-based Compensation Plans

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

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
Performance-based share units (1) $ 2,298 $ 67 $ 5,518 $ 5,526
Restricted stock units 2,094 1,872 6,042 5,709
Stock options — 38 835 470
Total stock-based compensation expense, net $ 4,392 $ 1,977 $ 12,395 $ 11,705
~~____________~~

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


	THIRTEEN WEEKS ENDED
(dollars in thousands)		MARCH 31, 2024		MARCH 26, 2023
Performance-based share units		$	493	$	923
Restricted stock units		1,937		1,963


Total stock-based compensation expense, net of capitalized expense		$	2,430	$	2,886

1110

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

In February 2023, the Company granted performance-based share units (“PSUs”) subject to final payout modification by a Relative Total Shareholder Return (“Relative TSR”) modifier. This Relative TSR modifier can adjust the final payout outcome by 75%, 100% or 125% of the achieved performance metric, with the overall payout capped at 200% of the annual target grant. These PSUs have a three-year cliff vesting period and their fair value was estimated using the Monte Carlo simulation model.

The following table presents a summary of the Company’s ~~PSU~~performance-based share units (“PSUs”) activity:


(in thousands, except per unit data)	(in thousands, except per unit data)	PERFORMANCE-BASED SHARE UNITS	WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNIT		AGGREGATE INTRINSIC VALUE (1)		(in thousands, except per unit data)	PERFORMANCE-BASED SHARE UNITS	WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNIT	AGGREGATE INTRINSIC VALUE (1)
Outstanding as of December 25, 2022		874	$	24.83	$	18,323
Outstanding as of December 31, 2023
Granted	Granted	301	$	29.01
Performance adjustment (2)	Performance adjustment (2)	154	$	19.84
Performance adjustment (2)
Performance adjustment (2)
Vested
Vested
Vested	Vested	(470)	$	19.84
Forfeited	Forfeited	(32)	$	26.39
Outstanding as of September 24, 2023		827	$	26.92	$	20,101
Expected to vest as of September 24, 2023 (3)		1,067			$	25,928
Forfeited
Forfeited
Outstanding as of March 31, 2024
Outstanding as of March 31, 2024
Outstanding as of March 31, 2024
Expected to vest as of March 31, 2024 (3)

________________

(1)Based on the ~~$20.96~~$28.15 and ~~$24.30~~$28.68 share price of the Company’s common stock on December ~~23, 2022~~29, 2023 and ~~September 22, 2023,~~March 28, 2024, the last trading day of the year ended December ~~25, 2022~~31, 2023 and ~~the thirty-nine~~thirteen weeks ended ~~September 24, 2023,~~March 31, 2024, respectively.

(2)Represents adjustment to ~~148%~~200% payout for PSUs granted during ~~2020.~~2021.

(3)Estimated number of units to be issued upon the vesting of outstanding ~~PSU awards~~PSUs based on Company performance projections of performance criteria set forth in the ~~2021,~~ 2022, 2023 and ~~2023~~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:

THIRTY-NINE WEEKS ENDED

SEPTEMBER 24, 2023

SEPTEMBER 25, 2022

THIRTEEN WEEKS ENDED

MARCH 31, 2024

Assumptions:

Risk-free interest rate (1)

4.26

1.64

Risk-free interest rate (1)

Dividend yield (2)

3.47

2.31

Volatility (3)

51.02

49.11

Volatility (3)

Grant date fair value per unit (4)

29.01

26.10

Grant date fair value per unit (4)

________________

(1)Risk-free interest rate is the U.S. Treasury yield curve in effect as of the grant date for the performance period of the unit.

(2)Dividend yield is the level of dividends expected to be paid on the Company’s common stock over the expected term.

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

(4)Represents a discount below and a premium above the grant date per share value of the Company’s common stock for the ~~Relative TSR~~relative total shareholder return modifier of ~~2.7%~~(1.6)% and ~~7.9%~~2.7% during the ~~thirty-nine~~thirteen weeks ended ~~September 24,~~March 31, 2024 and March 26, 2023, ~~and September 25, 2022,~~ respectively.

The following represents unrecognized stock-based compensation expense and the remaining weighted average vesting period as of ~~September 24, 2023:~~March 31, 2024:


		UNRECOGNIZED COMPENSATION EXPENSE (dollars in thousands)		REMAINING WEIGHTED AVERAGE VESTING PERIOD (in years)
	UNRECOGNIZED COMPENSATION EXPENSE (dollars in thousands)								UNRECOGNIZED COMPENSATION EXPENSE (dollars in thousands)		REMAINING WEIGHTED AVERAGE VESTING PERIOD (in years)
Performance-based share units	Performance-based share units	$	11,995	1.5	Performance-based share units	$	11,215	1.9		1.9
Restricted stock units	Restricted stock units	$	10,306	1.9	Restricted stock units	$	12,531	2.3		2.3

1211

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

5.6. Other Current Assets, Net

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

(dollars in thousands) SEPTEMBER 24, 2023 DECEMBER 25, 2022
Prepaid expenses $ 31,733 $ 29,343
Accounts receivable - gift cards, net 8,420 85,606
Accounts receivable - vendors, net 17,530 25,385
Accounts receivable - franchisees, net 3,869 2,550
Accounts receivable - other, net 20,938 18,408
Deferred gift card sales commissions 11,141 17,755
Other current assets, net 10,352 4,671
$ 103,983 $ 183,718

~~6. Property,~~ ~~Fixtures and Equipment, Net~~

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

(dollars in thousands) SEPTEMBER 24, 2023 DECEMBER 25, 2022
Land $ 35,198 $ 37,596
Buildings 1,253,011 1,223,403
Furniture and fixtures 517,689 489,895
Equipment 828,066 739,136
Construction in progress 88,927 41,723
Less: accumulated depreciation (1,702,093) (1,617,611)
$ 1,020,798 $ 914,142


(dollars in thousands)	MARCH 31, 2024		DECEMBER 31, 2023
Prepaid expenses	$	30,626	$	26,674
Accounts receivable - gift cards, net	9,049		67,424
Accounts receivable - vendors, net	18,568		13,648
Accounts receivable - franchisees, net	3,371		3,671
Accounts receivable - other, net	19,901		18,100
Deferred gift card sales commissions	13,520		18,081


Other current assets, net	6,262		5,404
	$	101,297	$	153,002

7. ~~Goodwill and Intangible Assets, Net~~

~~Annual Goodwill and Intangible Assets Impairment Assessment~~ - The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets during its second fiscal quarter. The Company’s 2023 assessment was quantitative and the 2022 assessment was qualitative. In connection with these assessments, the Company did not record any impairment charges.

8. Accrued and Other Current Liabilities

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


(dollars in thousands)	(dollars in thousands)	SEPTEMBER 24, 2023		DECEMBER 25, 2022		(dollars in thousands)	MARCH 31, 2024	DECEMBER 31, 2023
Accrued payroll and other compensation		$	86,807	$	84,075
Accrued payroll and other compensation (1)
Accrued insurance	Accrued insurance	20,410		20,932
Other current liabilities (1)		134,783		112,420
		$	242,000	$	217,427

Other current liabilities
	$

________________

(1)During ~~2023,~~the thirteen weeks ended March 31, 2024, accrued payroll and other ~~current liabilities increased~~compensation decreased primarily due to ~~increased~~ timing of bonus payments and salary accruals.

8. Long-term Debt, Net

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


	MARCH 31, 2024				DECEMBER 31, 2023
(dollars in thousands)	OUTSTANDING BALANCE		INTEREST RATE		OUTSTANDING BALANCE		INTEREST RATE
Senior secured credit facility - revolving credit facility (1)	$	635,000	6.94	%	$	381,000	6.96	%
2025 Notes (2)	20,724		5.00	%	104,786		5.00	%
2029 Notes	300,000		5.13	%	300,000		5.13	%

Less: unamortized debt discount and issuance costs (2)	(3,946)				(5,067)



Long-term debt, net	$	951,778			$	780,719

________________

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

(2)During the thirteen weeks ended March 31, 2024, the Company repurchased $83.6 millionof the 2025 Notes and as a result, wrote off $0.8 million of debt issuance costs. See Note 9 - Convertible Senior Notes for additional details.

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

9. Convertible Senior Notes

2025 Notes - On February 29, 2024, the Company entered into exchange agreements (the “Exchange Agreements”) with certain holders (the “Noteholders”) of its 5.00% Convertible Senior Notes due 2025 (the “2025 Notes”). The Exchange Agreements provided for the Company to deliver and pay at the closing of the transactions on March 5, 2024, an aggregate of approximately 7.5 million shares of Common Stock and $3.3 million in cash, including

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

accrued ~~advertising~~interest, in exchange for $83.6 million in aggregate principal amount of the Company’s outstanding 2025 Notes (the “2025 Notes Partial Repurchase”). In connection with the 2025 Notes Partial Repurchase, the Company recognized a loss on extinguishment of debt of $135.8 million and recorded a $216.1 million increase to Additional paid-in capital during the thirteen weeks ended March 31, 2024.

In connection with dividends paid during the thirteen weeks ended March 31, 2024, the conversion rate for theCompany’s remaining 2025 Notes decreased to approximately $11.05 per share, which represents 90.494 shares of common stock per $1,000 principal amount of the 2025 Notes, or a total of approximately 1.875 million shares.

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


(dollars in thousands)	MARCH 31, 2024		DECEMBER 31, 2023
Principal	$	20,724	$	104,786
Less: unamortized debt issuance costs (1)	(178)		(1,138)
Net carrying amount	$	20,546	$	103,648

________________

(1)During the thirteen weeks ended March 31, 2024, the Company wrote off $0.8 million of debt issuance costs as a result of the 2025 Notes Partial Repurchase.

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


	THIRTEEN WEEKS ENDED
(dollars in thousands)		MARCH 31, 2024		MARCH 26, 2023
Coupon interest		$	1,006	$	1,313
Debt issuance cost amortization		158		195
Total interest expense (1)		$	1,164	$	1,508

________________

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

Based on the daily closing prices of the Company’s stock during the quarter ended March 31, 2024, the remaining holders of the 2025 Notes are eligible to convert their notes during the second quarter of 2024.

Convertible Note Hedge and Warrant Transactions - In connection with the 2025 Notes Partial Repurchase, on February 29, 2024, the Company entered into partial unwind agreements with certain financial institutions (the “Derivative Counterparties”) relating to a portion of the convertible note hedge transactions (the “Note Hedge Early Termination Agreements”) and a portion of the warrant transactions (the “Warrant Early Termination Agreements” and together with the Note Hedge Early Termination Agreements, the “Early Termination Agreements”) that were previously entered into by the Company in connection with the issuance of the 2025 Notes. Pursuant to the Early Termination Agreements, the Derivative Counterparties made a termination payment to the Company which consisted of approximately $118.2 million in cash and 0.3 million shares of common stock and the ~~timing~~Company made a termination payment to the Derivative Counterparties in an aggregate amount of ~~accrued property tax~~approximately $102.2 million in cash. In connection with the Note Hedge Early Termination Agreements and ~~interest payments.~~the Warrant Early Termination Agreements, the Company recorded a $126.5 million increase and a $102.2 million decrease, respectively, to Additional paid-in capital during the thirteen weeks ended March 31, 2024. The Company also recorded a $8.3 million increase to Accumulated deficit in connection with the Note Hedge Early Termination Agreements.

The remaining warrants have a dilutive effect on the Company’s common stock to the extent that the price of its common stock exceeds the strike price of the warrants. In connection with dividends paid during thirteen weeks ended March 31, 2024, the strike price for the remaining warrants decreased to $15.47.

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

~~9. Long-term Debt, Net~~10. Stockholders’ Equity

Share Repurchases - In February 2024, the Company’s Board of Directors (the “Board”) canceled the remaining $57.5 million under the Company’s former share repurchase authorization and approved a new $350.0 million share repurchase authorization (the “2024 Share Repurchase Program”). The 2024 Share Repurchase Program includes capacity above the Company’s normal repurchase activity to provide flexibility in retiring the 2025 Notes at or prior to their May 2025 maturity. The 2024 Share Repurchase Program will expire on August 13, 2025.

On March 1, 2024, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”), in connection with the 2024 Share Repurchase Program, with Wells Fargo Bank, National Association (“Wells Fargo”) to repurchase $220.0 million of the Company’s common stock.

Under the ASR Agreement, the Company made an aggregate payment of $220.0 million to Wells Fargo and received an aggregate initial delivery of approximately 6.5 million shares of common stock on March 4, 2024, representing approximately 80% of the total shares that were estimated to be repurchased under the ASR Agreement based on the price per share of common stock as of that date. The exact number of shares the Company repurchased under the ASR Agreement was based generally on the average of the daily volume-weighted average price per share of common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. On April 23, 2024, the Company received 1.4 million additional shares of common stock from Wells Fargo in connection with the final settlement of the ASR Agreement.

The Company funded the payment under the ASR Agreement, together with the cash portion of the amounts payable under the Exchange Agreements, primarily with borrowings under the revolving credit facility and net proceeds from the Early Termination Agreements.

As of March 31, 2024, $130.0 millionremained available for repurchase under the 2024 Share Repurchase Program. Following is a summary of ~~outstanding Long-term debt, net,~~the shares repurchased during fiscal year 2024:


(in thousands, except per share data)	NUMBER OF SHARES	AVERAGE REPURCHASE PRICE PER SHARE		AMOUNT
First fiscal quarter (1)	6,948	$	27.13	$	188,500

________________

(1)Excludes $0.4 million of fees recorded in Additional paid-in capital related to repurchases under the ASR Agreement. Also excludes $44.0 million paid in March 2024 for the repurchase of 1.4 million shares that settled on April 23, 2024 in connection with the ASR Agreement.

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




(dollars in thousands, except per share data)	DIVIDENDS PER SHARE		AMOUNT
First fiscal quarter	$	0.24	$	21,075

In April 2024, the Board declared a quarterly cash dividend of $0.24 per share, payable on May 31, 2024 to shareholders of record at the close of business on May 20, 2024.

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

SEPTEMBER 24, 2023 DECEMBER 25, 2022
(dollars in thousands) OUTSTANDING BALANCE INTEREST RATE OUTSTANDING BALANCE INTEREST RATE
Senior secured credit facility - revolving credit facility (1) $ 390,000 6.93 % $ 430,000 5.79 %
2025 Notes 104,786 5.00 % 105,000 5.00 %
2029 Notes 300,000 5.13 % 300,000 5.13 %
Less: unamortized debt discount and issuance costs (5,430) (6,493)
Long-term debt, net $ 789,356 $ 828,507
~~________________~~

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

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

~~10. Convertible Senior Notes~~

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

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

(dollars in thousands) SEPTEMBER 24, 2023 DECEMBER 25, 2022
Principal $ 104,786 $ 105,000
Less: debt issuance costs (1,342) (1,939)
Net carrying amount $ 103,444 $ 103,061

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

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
Coupon interest $ 1,310 $ 1,313 $ 3,932 $ 6,785
Debt issuance cost amortization 201 190 594 963
Total interest expense (1) $ 1,511 $ 1,503 $ 4,526 $ 7,748

~~________________~~

~~(1)~~The effective rate of the 2025 Notes over their expected life is 5.85%. The decrease in interest expense during the thirty-nine weeks ended September 24, 2023 relates to the 2025 Notes Partial Repurchase in May 2022.

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


(dollars in thousands)	MARCH 31, 2024		DECEMBER 31, 2023
Foreign currency translation adjustment	$	(179,620)	$	(177,689)
Unrealized gain (loss) on derivatives, net of tax	542		(615)
Accumulated other comprehensive loss	$	(179,078)	$	(178,304)

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

~~11. Stockholders’ Equity~~

~~Share Repurchases~~ - On February 7, 2023, the Company’s Board of Directors (the “Board”) approved a share repurchase program (the “2023 Share Repurchase Program”) under which the Company is authorized to repurchase up to $125.0 million of its outstanding common stock. The 2023 Share Repurchase Program will expire on August 7, 2024. As of September 24, 2023, $87.9 million remained available for repurchase under the 2023 Share Repurchase Program.

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

(in thousands, except per share data) NUMBER OF SHARES AVERAGE REPURCHASE PRICE PER SHARE AMOUNT
First fiscal quarter 863 $ 23.92 $ 20,645
Second fiscal quarter 619 $ 25.11 15,539
Third fiscal quarter 590 $ 27.03 15,956
Total common stock repurchases (1) 2,072 $ 25.16 $ 52,140

~~________________~~

~~(1)~~Excludes excise tax on share repurchases. Subsequent to September 24, 2023, the Company repurchased 365 thousand shares of its common stock for $8.6 million through October 31, 2023 under a Rule 10b5-1 plan.

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

(dollars in thousands, except per share data) DIVIDENDS PER SHARE AMOUNT
First fiscal quarter $ 0.24 $ 21,014
Second fiscal quarter 0.24 20,990
Third fiscal quarter 0.24 20,901
Total cash dividends declared and paid $ 0.72 $ 62,905

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

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

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

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
Foreign currency translation adjustment $ 3,103 $ (13,041) $ 6,471 $ 10,182
Unrealized gain on derivatives, net of tax — — — 573
Reclassification of adjustments for loss on derivatives included in Net income, net of tax — — — 954
Impact of terminated interest rate swaps included in Net income, net of tax — 2,255 — 7,440
Total gain on derivatives, net of tax — 2,255 — 8,967
Other comprehensive income (loss) attributable to Bloomin’ Brands $ 3,103 $ (10,786) $ 6,471 $ 19,149


	THIRTEEN WEEKS ENDED
(dollars in thousands)		MARCH 31, 2024		MARCH 26, 2023
Foreign currency translation adjustment		$	(1,931)	$	(1,134)

Change in fair value of derivatives, net of tax		1,435		—
Reclassification realized in Net (loss) income, net of tax		(278)		—

Gain on derivatives, net of tax		1,157		—

Other comprehensive loss attributable to Bloomin’ Brands		$	(774)	$	(1,134)

11. Derivative Instruments and Hedging Activities

Cash Flow Hedges of Interest Rate Risk - In March 2024 and December 2023, OSI entered into 11 interest rate swap agreements with ten counterparties (the “Swap Transactions”) to manage its exposure to fluctuations in variable interest rates. The Swap Transactions have an aggregate notional amount of $375.0 million and include one and two-year tenors with the following terms:


NOTIONAL AMOUNT		WEIGHTED AVERAGE FIXED INTEREST RATE (1)	EFFECTIVE DATE	TERMINATION DATE
$	100,000,000	4.92%	December 29, 2023	December 31, 2024
100,000,000		4.34%	December 29, 2023	December 31, 2025
175,000,000		4.40%	March 29, 2024	March 31, 2026
$	375,000,000	4.52%

____________________

(1)The weighted average fixed interest rate excludes the term SOFR adjustment and interest rate spread described below.

In connection with the Swap Transactions, the Company effectively converted $375.0 million of its outstanding indebtedness from the Secured Overnight Financing Rate (“SOFR”), plus a term SOFR adjustment of 0.10% and a spread of 150 to 250 basis points to the weighted average fixed interest rates within the table above, plus a term SOFR adjustment of 0.10% and a spread of 150 to 250 basis points. The Swap Transactions have an embedded floor of minus 0.10%.

The Swap Transactions have been designated and qualify as cash flow hedges, are recognized on the Company’s Consolidated Balance Sheets at fair value and are classified based on the instruments’maturity dates. The Company estimated $1.6 million of interest income will be reclassified to Interest expense, net over the next 12 months related to the Company’s Swap Transactions.

The following table presents the fair value and classification of the Company’s swap agreements as of the periods indicated:


(dollars in thousands)	MARCH 31, 2024		DECEMBER 31, 2023		CONSOLIDATED BALANCE SHEET CLASSIFICATION
Interest rate swaps - asset (1)	$	1,574	$	320	Other current assets, net



Interest rate swaps - liability	$	—	$	253	Accrued and other current liabilities
Interest rate swaps - liability	846		893		Other long-term liabilities, net
Total fair value of derivative instruments - liabilities (1)	$	846	$	1,146

____________________

(1) See Note 13 - Fair Value Measurements for fair value discussion of the interest rate swaps.

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

By utilizing the interest rate swaps, the Company is exposed to credit-related losses in the event that the counterparty fails to perform under the terms of the derivative contract. To mitigate this risk, the Company enters into derivative contracts with major financial institutions based upon credit ratings and other factors. The Company continually assesses the creditworthiness of its counterparties. As of March 31, 2024, all counterparties to the interest rate swaps performed in accordance with their contractual obligations.

The Company has agreements with each of its derivative counterparties that contain a provision whereby the Company could be declared in default on its derivative obligations if the repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on indebtedness.

As of December 31, 2023, the fair value of the Company’s interest rate swaps was in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk, of $0.8 million. As of December 31, 2023, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions as of December 31, 2023, it could have been required to settle its obligations under the agreements at their termination value of $0.8 million.

12. Leases

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


(dollars in thousands)	(dollars in thousands)	CONSOLIDATED BALANCE SHEET CLASSIFICATION	SEPTEMBER 24, 2023		DECEMBER 25, 2022		(dollars in thousands)	CONSOLIDATED BALANCE SHEET CLASSIFICATION	MARCH 31, 2024	DECEMBER 31, 2023
Operating lease right-of-use assets	Operating lease right-of-use assets	Operating lease right-of-use assets	$	1,109,295	$	1,103,083
Finance lease right-of-use assets (1)	Finance lease right-of-use assets (1)	Property, fixtures and equipment, net	9,538		4,679
Total lease assets, net	Total lease assets, net		$	1,118,833	$	1,107,762

Current operating lease liabilities	Current operating lease liabilities	Current operating lease liabilities	$	185,659	$	183,510
Current operating lease liabilities
Current operating lease liabilities
Current finance lease liabilities	Current finance lease liabilities	Accrued and other current liabilities	2,373		1,636
Non-current operating lease liabilities (2)		Non-current operating lease liabilities	1,151,574		1,148,379
Non-current operating lease liabilities
Non-current finance lease liabilities	Non-current finance lease liabilities	Other long-term liabilities, net	7,750		3,149
Total lease liabilities	Total lease liabilities		$	1,347,356	$	1,336,674

________________

(1)Net of accumulated amortization of ~~$4.1~~$5.4 million and ~~$3.6~~$4.7 million as of ~~September 24, 2023~~March 31, 2024 and December ~~25, 2022,~~31, 2023, respectively.

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

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


		CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME CLASSIFICATION		THIRTEEN WEEKS ENDED						THIRTY-NINE WEEKS ENDED
			CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME CLASSIFICATION
		CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME CLASSIFICATION
			CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME CLASSIFICATION														THIRTEEN WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME CLASSIFICATION				SEPTEMBER 24, 2023			SEPTEMBER 25, 2022			SEPTEMBER 24, 2023			SEPTEMBER 25, 2022	(dollars in thousands)		MARCH 31, 2024	MARCH 26, 2023
Operating lease cost (1)	Operating lease cost (1)			$	46,686		$	45,817		$	138,670		$	136,757
Variable lease cost	Variable lease cost	Other restaurant operating		2,081			1,519			5,434			5,021
Finance lease costs:	Finance lease costs:
Amortization of leased assets	Amortization of leased assets	Depreciation and amortization		572			355			1,609			1,048
Amortization of leased assets
Amortization of leased assets
Interest on lease liabilities	Interest on lease liabilities	Interest expense, net		191			44			501			120
Sublease revenue	Sublease revenue	Franchise and other revenues		(2,530)			(2,455)			(5,873)			(7,449)
Lease costs, net	Lease costs, net			$	47,000		$	45,280		$	140,341		$	135,497

________________

(1)Excludes rent expense for office facilities and Company-owned closed or subleased properties of ~~$3.1~~$3.5 million and $3.0 million for the thirteen weeks ended ~~September 24,~~March 31, 2024 and March 26, 2023, ~~and September 25, 2022 and $9.1 million for the thirty-nine weeks ended September 24, 2023 and September 25, 2022,~~respectively, which is included in General and administrative expense.

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

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

THIRTY-NINE WEEKS ENDED

THIRTEEN WEEKS ENDED

(dollars in thousands)

SEPTEMBER 24, 2023

SEPTEMBER 25, 2022

(dollars in thousands)

MARCH 31, 2024

MARCH 26, 2023

Cash flows from operating activities:

Cash paid for amounts included in the measurement of operating lease liabilities

147,051

145,797

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED) - Continued~~

13. Fair Value Measurements

Fair value is the price that would be received for an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants on the measurement date. Fair value is categorized into one of the following three levels based on the lowest level of significant input:


Level 1						Unadjusted quoted market prices in active markets for identical assets or liabilities
Level 2						Observable inputs available at measurement date other than quoted prices included in Level 1
Level 3						Unobservable inputs that cannot be corroborated by observable market data

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

SEPTEMBER 24, 2023 DECEMBER 25, 2022
(dollars in thousands) TOTAL LEVEL 1 TOTAL LEVEL 1
Assets (1):
Cash equivalents:
Fixed income funds $ 11,502 $ 11,502 $ 3,301 $ 3,301
Money market funds 10,775 10,775 4,786 4,786
Total asset recurring fair value measurements $ 22,277 $ 22,277 $ 8,087 $ 8,087

~~________________~~

~~(1)Carrying value approximates fair value because maturities are less than three months.~~


	MARCH 31, 2024						DECEMBER 31, 2023
(dollars in thousands)	TOTAL		LEVEL 1		LEVEL 2		TOTAL		LEVEL 1		LEVEL 2
Assets:
Cash equivalents:
Fixed income funds	$	22,720	$	22,720	$	—	$	12,837	$	12,837	$	—
Money market funds	16,178		16,178		—		11,083		11,083		—
Restricted cash equivalents:

Money market funds	—		—		—		2,854		2,854		—
Other current assets, net:
Derivative instruments - interest rate swaps	1,574		—		1,574		320		—		320


Total asset recurring fair value measurements	$	40,472	$	38,898	$	1,574	$	27,094	$	26,774	$	320

Liabilities:
Accrued and other current liabilities:
Derivative instruments - interest rate swaps	$	—	$	—	$	—	$	253	$	—	$	253

Other long-term liabilities:
Derivative instruments - interest rate swaps	846		—		846		893		—		893
Total liability recurring fair value measurements	$	846	$	—	$	846	$	1,146	$	—	$	1,146

Fair value of each class of financial instruments is determined based on the following:


FINANCIAL INSTRUMENT						METHODS AND ASSUMPTIONS
Fixed income funds and Money market funds						Carrying value approximates fair value because maturities are less than three months.
Derivative instruments						The Company’s derivative instruments include interest rate swaps. Fair value measurements are based on the contractual terms of the derivatives and observable market-based inputs. The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads. The Company also considers its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. As of March 31, 2024 and December 31, 2023, the Company determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives.

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Interim Disclosures about Fair Value of Financial Instruments - The Company’s non-derivative financial instruments consist of cash equivalents, accounts receivable, accounts payable and long-term debt. The fair values of cash equivalents, accounts receivable and accounts payable approximate their carrying amounts reported on its Consolidated Balance Sheets due to their short duration.

Debt is carried at amortized cost; however, the Company estimates the fair value of debt for disclosure purposes. The following table includes the carrying value and fair value of the Company’s debt by hierarchy level as of the periods indicated:


		MARCH 31, 2024
		MARCH 31, 2024
		MARCH 31, 2024									DECEMBER 31, 2023
(dollars in thousands)

		SEPTEMBER 24, 2023				DECEMBER 25, 2022
(dollars in thousands)		CARRYING VALUE		FAIR VALUE LEVEL 2			CARRYING VALUE		FAIR VALUE LEVEL 2
Senior secured credit facility - revolving credit facility

Senior secured credit facility - revolving credit facility

Senior secured credit facility - revolving credit facility	Senior secured credit facility - revolving credit facility	$	390,000	$	390,000		$	430,000	$	430,000

2025 Notes	2025 Notes	$	104,786	$	228,679		$	105,000	$	198,843

2025 Notes

2025 Notes
2029 Notes	2029 Notes	$	300,000	$	267,573		$	300,000	$	260,265
2029 Notes
2029 Notes

14. Income Taxes


		THIRTEEN WEEKS ENDED						THIRTY-NINE WEEKS ENDED
					THIRTEEN WEEKS ENDED
					THIRTEEN WEEKS ENDED
					THIRTEEN WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	SEPTEMBER 24, 2023			SEPTEMBER 25, 2022			SEPTEMBER 24, 2023			SEPTEMBER 25, 2022			(dollars in thousands)	MARCH 31, 2024		MARCH 26, 2023
Income before (benefit) provision for income taxes		$	45,373		$	38,613		$	230,047		$	82,092
(Benefit) provision for income taxes		$	(58)		$	5,563		$	21,186		$	33,028
(Loss) income before provision for income taxes
Provision for income taxes
Effective income tax rate	Effective income tax rate	(0.1)		%	14.4		%	9.2		%	40.2		%	Effective income tax rate	(13.8)	%	13.6	%

The effective income tax ~~rates~~rate for the thirteen ~~and thirty-nine~~ weeks ended ~~September 24, 2023 decreased by 14.5 and 31.0 percentage points, respectively, as compared to~~March 31, 2024 includes the ~~thirteen and thirty-nine weeks ended September 25, 2022. These decreases were primarily due to the 2023 benefits~~impact of ~~Brazil tax legislation, which includes a temporary reduction in the Brazilian income tax rate from 34% to 0%, and the 2023 income tax exemption on Brazil state~~

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED) - Continued~~

~~value added tax (“VAT”) benefits, as further discussed below. The decrease for the thirty-nine weeks ended September 24, 2023 was further impacted by the 2022 non-deductible~~nondeductible losses associated with the 2025 Notes Partial ~~Repurchase.~~Repurchase which, relative to a pre-tax book loss during the quarter, resulted in a negative effective income tax rate.

~~In September 2022,~~On January 24, 2024, the Company’s Brazilian subsidiary received ~~a preliminary injunction authorizing it~~an unfavorable second level court ruling related to ~~benefit from~~its ongoing litigation regarding its eligibility for tax exemptions under the ~~exemptions enacted by Law 14,148/2021 which provides for emergency and temporary actions~~Brazil tax legislation, that ~~grant~~temporarily granted certain industries a 100% exemption from income tax (IRPJ and CSLL) and federal value added taxes (PIS and COFINS) for a five-year period. The ~~injunction was issued as part of an ongoing lawsuit initiated by the Company’s Brazilian subsidiary due to the uncertainty regarding the restaurant industry’s eligibility~~Company will appeal this ruling, and believes that it will more likely than not prevail in this appeal and accordingly has not recorded any expense or liability for the ~~exemptions under this legislation.~~

In May 2023, Brazil enacted tax legislation that prospectively limits the Company’s ability to benefit from the 100% exemption from income tax (IRPJ and CSLL) and federal value added taxes (PIS and COFINS) for the full five-year period (the “May 2023 Brazil tax legislation”). As a result of this legislation, the Company expects to be subject to PIS and COFINS and CSLL beginning in the fourth quarter of 2023 and IRPJ beginning in 2024.

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

In the U.S., a restaurant company employer may claim a credit against its federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”). The level of FICA tax credits is primarily driven by U.S. Restaurant sales and is not impacted by costs incurred that may reduce ~~Income~~(Loss) income before ~~(benefit)~~ provision for income taxes.

The effective income tax ~~rates~~rate for the thirteen ~~and thirty-nine~~ weeks ended ~~September 24, 2023 were~~March 31, 2024 was lower than the Company’s blended federal and state statutory rate of approximately 26% primarily due to the benefit of FICA tax credits on certain tipped wages ~~benefits~~and the impact of ~~Brazil tax legislation that include~~nondeductible losses associated with the 2025 Notes Partial Repurchase which, relative to a ~~temporary reduction~~pre-tax book loss during the quarter, resulted in ~~the Brazilian~~a negative effective income tax ~~rate from 34% to 0%, and the income tax exemption on Brazil state VAT benefits.~~rate.

The effective income tax rate for the thirteen weeks ended ~~September 25, 2022~~March 26, 2023 was lower than the Company’s blended federal and state statutory rate of approximately 26% primarily due to the benefit of FICA tax credits on certain tipped ~~wages.~~

~~The effective~~wages and benefits of Brazil tax legislation that include a temporary reduction in the Brazilian income tax rate ~~for the thirty-nine weeks ended September 25, 2022 was higher than the statutory rate primarily due~~from 34% to ~~the non-deductible losses associated with the 2025 Notes Partial Repurchase recorded during the thirty-nine weeks ended September 25, 2022.~~

~~15. Commitments and Contingencies~~

~~Litigation and Other Matters~~ - The Company is subject to legal proceedings, claims and liabilities, such as liquor liability, slip and fall cases, wage and hour and other employment-related litigation, which arise in the ordinary course of business. A reserve is recorded when it is both: (i) probable that a loss has occurred and (ii) the amount of loss can be reasonably estimated. There may be instances in which an exposure to loss exceeds the recorded reserve. The Company evaluates, on a quarterly basis, developments in legal proceedings that could cause an increase or decrease in the amount of the reserve that has been previously recorded, or a revision to the disclosed estimated range of possible losses, as applicable.0%.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The Company’s legal proceedings range from cases brought by a single plaintiff to threatened class actions with many putative class members. While some matters pending against the Company specify the damages claimed by the plaintiff or class, many seek unspecified amounts or are at very early stages of the legal process. Even when the amount of damages claimed against the Company are stated, the claimed amount may be exaggerated, unsupported or unrelated to possible outcomes,15. Commitments and as such, are not meaningful indicators of the Company’s potential liability or financial exposure. As a result, some matters have not yet progressed sufficiently through discovery or development of important factual information and legal issues to enable the Company to estimate an amount of loss or a range of possible loss.Contingencies

The Company intends to defend itself in legal matters. Some of these matters may be covered, at least in part, by insurance if they exceed specified retention or deductible amounts. However, it is possible that claims may be denied by the Company’s insurance carriers, the Company may be required by its insurance carriers to contribute to the payment of claims, or the Company’s insurance coverage may not continue to be available on acceptable terms or in sufficient amounts. The Company records receivables from third party insurers when recovery has been determined to be probable. The Company believes that the ultimate determination of liability in connection with legal claims pending against the Company, if any, in excess of amounts already provided for such matters in the consolidated financial statements, will not have a material adverse effect on its business, annual results of operations, liquidity or financial position. However, it is possible that the Company’s business, results of operations, liquidity, or financial condition could be materially affected in a particular future reporting period by the unfavorable resolution of one or more matters or contingencies during such period.

Litigation and Other Matters

- The Company recorded reserves of ~~$18.9~~$9.5 million and ~~$15.1~~$13.3 million for certain of its outstanding legal proceedings as of ~~September 24, 2023~~March 31, 2024 and December ~~25, 2022,~~31, 2023, respectively, within Accrued and other current liabilities on its Consolidated Balance Sheets. While the Company believes that additional losses beyond these accruals are reasonably possible, it cannot estimate a possible loss contingency or range of reasonably possible loss contingencies beyond these accruals.

Lease Guarantees - The Company assigned its interest, and is contingently liable, under certain real estate leases. These leases have varying terms, the latest of which expires in 2032. As of ~~September 24, 2023,~~March 31, 2024, the undiscounted payments that the Company could be required to make in the event of non-payment by the primary lessees was ~~approximately $20.5~~$18.9 million. The present value of these potential payments discounted at the Company’s incremental borrowing rate as of ~~September 24, 2023~~March 31, 2024 was ~~approximately $15.3~~$15.1 million. In the event of default, the indemnity clauses in the Company’s purchase and sale agreements generally govern its ability to pursue and recover damages incurred. As of ~~September 24, 2023~~March 31, 2024 and December ~~25, 2022,~~31, 2023, the Company’s recorded contingent lease liability was ~~$5.4~~$4.8 million and ~~$6.2~~$5.3 million, respectively.

16. Segment Reporting

The following is a summary of reporting segments:

REPORTABLE SEGMENT (1)

CONCEPT

GEOGRAPHIC LOCATION

U.S.

Outback Steakhouse

United States of America

Carrabba’s Italian Grill

Bonefish Grill

Fleming’s Prime Steakhouse & Wine Bar

International

Outback Steakhouse

Brazil, Hong Kong/China

Carrabba’s Italian Grill (Abbraccio)

Brazil

_________________

(1)Includes franchise locations.

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED) - Continued~~

Segment accounting policies are the same as those described in Note 2 - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December ~~25, 2022.~~31, 2023. Revenues for all segments include only transactions with customers and exclude intersegment revenues. Excluded from Income from operations for U.S. and international are certain legal and corporate costs not directly related to the performance of the segments, most stock-based compensation expenses, a portion of insurance expenses and certain bonus expenses.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The following ~~table is a summary of~~tables summarize Total revenues, Depreciation and amortization, and Income from operations by segment for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
Revenues
U.S. $ 912,972 $ 922,521 $ 3,011,197 $ 2,957,555
International 166,861 133,242 466,076 363,905
Total revenues $ 1,079,833 $ 1,055,763 $ 3,477,273 $ 3,321,460

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

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
Depreciation and amortization
U.S. $ 39,829 $ 34,432 $ 117,367 $ 102,735
International 6,231 5,882 18,276 17,438
Corporate 1,938 1,857 6,222 5,030
Total depreciation and amortization $ 47,998 $ 42,171 $ 141,865 $ 125,203


	THIRTEEN WEEKS ENDED MARCH 31, 2024
(dollars in thousands)	U.S.		INTERNATIONAL		CORPORATE		CONSOLIDATED
Total revenues	$	1,043,104	$	152,223	$	—	$	1,195,327
Depreciation and amortization	$	39,968	$	7,261	$	2,053	$	49,282

Income from operations	$	97,484	$	15,762	$	(36,153)	$	77,093




	THIRTEEN WEEKS ENDED MARCH 26, 2023
(dollars in thousands)	U.S.		INTERNATIONAL		CORPORATE		CONSOLIDATED
Total revenues	$	1,092,996	$	151,750	$	—	$	1,244,746
Depreciation and amortization	$	38,163	$	5,919	$	2,220	$	46,302

Income from operations	$	133,243	$	24,508	$	(37,118)	$	120,633

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

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
Segment income from operations
U.S. $ 68,014 $ 68,501 $ 304,265 $ 305,347
International 22,034 15,849 67,028 38,859
Total segment income from operations 90,048 84,350 371,293 344,206
Unallocated corporate operating expense (31,832) (33,041) (102,998) (97,922)
Total income from operations 58,216 51,309 268,295 246,284
Loss on extinguishment and modification of debt — — — (107,630)
Loss on fair value adjustment of derivatives, net — — — (17,685)
Interest expense, net (12,843) (12,696) (38,248) (38,877)
Income before (benefit) provision for income taxes $ 45,373 $ 38,613 $ 230,047 $ 82,092


	THIRTEEN WEEKS ENDED
(dollars in thousands)		MARCH 31, 2024		MARCH 26, 2023





Income from operations		$	77,093	$	120,633
Loss on extinguishment of debt		(135,797)		—


Interest expense, net		(13,616)		(12,444)
(Loss) income before provision for income taxes		$	(72,320)	$	108,189

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes. Unless the context otherwise indicates, as used in this report, the term the “Company,” “we,” “us,” “our” and other similar terms mean Bloomin’ Brands, Inc. and its subsidiaries.

Cautionary Statement

This Quarterly Report on Form 10-Q (the “Report”) includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as ~~amended.~~amended (the “Exchange Act”). These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “feels,” “seeks,” “forecasts,” “projects,” “intends,” “plans,” “may,” “will,” “should,” “could” or “would” or, in each case, their negative or other variations or comparable terminology, although not all forward-looking statements are accompanied by such terms. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and industry developments may differ materially from statements made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results of operations, financial condition and liquidity, and industry developments are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause actual results to differ materially from statements made or suggested by forward-looking statements include, but are not limited to, the following:

(i)Consumer reactions to public health and food safety issues;

(ii)Minimum wage increases, additional mandated employee benefits and fluctuations in the cost and availability of employees;

(iii)Our ability to recruit and retain high-quality leadership, restaurant-level management and team members;

(iv)Economic and geopolitical conditions and their effects on consumer confidence and discretionary spending, consumer traffic, the cost and availability of credit and interest rates;

(v)Our ability to compete in the highly competitive restaurant industry with many well-established competitors and new market entrants;

(vi)Our ability to protect our information technology systems from interruption or security breach, including ~~cyber security~~cybersecurity threats, and to protect consumer data and personal employee information;

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

(vii)Fluctuations in the price and availability of commodities, including supplier freight charges and restaurant distribution expenses, and other impacts of inflation and our dependence on a limited number of suppliers and distributors to meet our beef, pork, chicken and other major product supply needs;

(viii)The severity, extent and duration of a health pandemic, its impacts on our business and results of operations, financial condition and liquidity, including any adverse impact on our stock price and on the other factors listed in this Report, and the responses of domestic and foreign federal, state and local governments to a pandemic;

~~(ix)~~Our ability to preserve and grow the reputation and value of our brands, particularly in light of changes in consumer engagement with social media platforms and limited control with respect to the operations of our franchisees;

~~(x)~~(ix)The effects of international economic, political and social conditions and legal systems on our foreign operations and on foreign currency exchange rates;

(x)The impact of the strategic review process for our Brazil operations or any resulting action or inaction;

(xi)Our ability to comply with new ~~environmental, social~~corporate citizenship and ~~governance (“ESG”)~~sustainability reporting requirements and investor expectations or our failure to achieve any goals, targets or objectives that we establish with respect to ~~ESG~~corporate citizenship and sustainability matters;

(xii)Our ability to effectively respond to changes in patterns of consumer traffic, ~~consumer tastes and dietary habits,~~ including by maintaining relationships with third party delivery apps and ~~services;~~services, consumer tastes and dietary habits;

(xiii)Our ability to comply with governmental laws and regulations, the costs of compliance with such laws and regulations and the effects of changes to applicable laws and regulations, including tax laws and unanticipated liabilities, and the impact of any litigation;

(xiv)Our ability to implement our remodeling, relocation and expansion plans, due to uncertainty in locating and acquiring attractive sites on acceptable terms, obtaining required permits and approvals, recruiting and training necessary personnel, obtaining adequate financing and estimating the performance of newly opened, remodeled or relocated restaurants, and our cost savings plans to enable reinvestment in our business, due to uncertainty with respect to macroeconomic conditions and the efficiency that may be added by the actions we take;

(xv)Seasonal and periodic fluctuations in our results and the effects of significant adverse weather conditions and other disasters or unforeseen events;

(xvi)The effects of our leverage and restrictive covenants in our various credit facilities on our ability to raise additional capital to fund our operations, to make capital expenditures to invest in new or renovate restaurants and to react to changes in the economy or our industry;

(xvii)Any impairment in the carrying value of our goodwill or other intangible or long-lived assets and its effect on our financial condition and results of operations; and

(xviii)Such other factors as discussed in Part I, Item IA. Risk Factors of our Annual Report on Form 10-K for the year ended December ~~25, 2022.~~31, 2023.

Given these risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this Report speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

~~periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.~~

Overview

We are one of the largest casual dining restaurant companies in the world with a portfolio of leading, differentiated restaurant concepts. As of ~~September 24, 2023,~~March 31, 2024, we owned and operated ~~1,188 full-service~~1,162 restaurants and ~~off-premises only kitchens and~~ franchised ~~296 full-service~~289 restaurants ~~and off-premises only kitchens~~ across 4746 states, Guam and 13 countries. We have four founder-inspired concepts: Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar.

Financial Overview - Our financial overview for the thirteen weeks ended ~~September 24, 2023~~March 31, 2024 includes the following:

•U.S. combined and Outback Steakhouse comparable restaurant sales of ~~(0.5)~~(1.6)% and ~~(1.1)~~(1.2)%, respectively;

•~~Increase~~Decrease in Total revenues of ~~2.3%,~~(4.0)% as compared to the ~~third~~first quarter of ~~2022;~~2023;

•Operating income and restaurant-level operating margins of ~~5.4%~~6.4% and ~~13.8%~~16.0%, respectively, as compared to ~~4.9%~~9.7% and ~~13.1%~~17.9%, respectively, for the ~~third~~first quarter of ~~2022;~~2023;

•Operating income of ~~$58.2~~$77.1 million as compared to ~~$51.3~~$120.6 million in the ~~third~~first quarter of ~~2022;~~2023; and

•Diluted loss per share of $(0.96) as compared to diluted earnings per share of ~~$0.45 as compared to $0.34~~$0.93 for the ~~third~~first quarter of ~~2022.~~2023.

Reviewing Strategic Alternatives for Brazil Operations - On May 7, 2024, we announced that we are exploring and evaluating strategic alternatives for our Brazil operations that have the potential to maximize value for our shareholders, including but not limited to, a possible sale of the operations. The Board has retained BofA Securities, Inc. as its financial advisor.

We plan to proceed in a timely manner, but have not set a definitive timetable for completion of this process. There can be no assurance that this review will result in a transaction or other strategic alternative of any kind. We do not intend to make any further public comment regarding the review unless it determines that disclosure is appropriate or necessary.

Key Financial Performance Indicators - Key measures that we use in evaluating our restaurants and assessing our business include the following:

•Average restaurant unit volumes—average sales (excluding gift card breakage and the benefit of value added tax exemptions in Brazil) per restaurant to measure changes in customer traffic, pricing and development of the brand.

•Comparable restaurant sales—year-over-year comparison of the change in sales volumes (excluding gift card breakage and the benefit of value added tax exemptions in Brazil) for Company-owned restaurants that are open 18 months or more in order to remove the impact of new restaurant openings in comparing the operations of existing restaurants.

•System-wide sales—total restaurant sales volume for all Company-owned and franchise restaurants, regardless of ownership, to interpret the overall health of our brands.

•Restaurant-level operating margin, Income from operations, Net (loss) income and Diluted (loss) earnings per share—financial measures utilized to evaluate our operating performance.

Restaurant-level operating margin is a non-GAAP financial measure widely regarded in the industry as a useful metric to evaluate restaurant-level operating efficiency and performance of ongoing restaurant-level operations, and we use it for these purposes, overall and particularly within our two segments. Our restaurant-level operating margin is expressed as the percentage of our Restaurant sales that Food and beverage costs, Labor and other related ~~expenses~~expense and Other restaurant operating ~~expenses~~expense (including advertising expenses) represent, in each case as such items are reflected in our Consolidated Statements of Operations and Comprehensive Income. The following categories of revenue and operating expenses are

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

advertising expenses) represent, in each case as such items are reflected in our Consolidated Statements of Operations and Comprehensive (Loss) Income. The following categories of revenue and operating expenses are not included in restaurant-level operating income and corresponding margin because we do not consider them reflective of operating performance at the restaurant-level within a period:

(i)Franchise and other revenues, which are earned primarily from franchise royalties and other non-food and beverage revenue streams, such as rental and sublease income;

(ii)Depreciation and amortization, which, although substantially all of which is related to restaurant-level assets, represent historical sunk costs rather than cash outlays for the restaurants;

(iii)General and administrative expense, which includes primarily non-restaurant-level costs associated with support of the restaurants and other activities at our corporate offices; and

(iv)Asset impairment charges and restaurant closing costs, which are not reflective of ongoing restaurant performance in a period.

Restaurant-level operating margin excludes various expenses, as discussed above, that are essential to support the operations of our restaurants and may materially impact our Consolidated Statements of Operations and Comprehensive (Loss) Income. As a result, restaurant-level operating margin is not indicative of our consolidated results of operations and is presented exclusively as a supplement to, and not a substitute for, Net (loss) income or Income from operations. In addition, our presentation of restaurant-level operating margin may not be comparable to similarly titled measures used by other companies in our industry.

•Adjusted restaurant-level operating margin, Adjusted income from operations, Adjusted net income and Adjusted diluted earnings per share—non-GAAP financial measures utilized to evaluate our operating performance.

We believe that our use of these non-GAAP financial measures permits investors to assess the operating performance of our business relative to our performance based on U.S. GAAP results and relative to other companies within the restaurant industry by isolating the effects of certain items that may vary from period to period without correlation to core operating performance or that vary widely among similar companies. However, our inclusion of these adjusted measures should not be construed as an indication that our future results will be unaffected by unusual or infrequent items or that the items for which we have made adjustments are unusual or infrequent or will not recur. We believe that the disclosure of these non-GAAP measures is useful to investors as they form part of the basis for how our management team and Board evaluate our operating performance, allocate resources and administer employee incentive plans.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Selected Operating Data - The table below presents the number of our ~~full-service~~ restaurants in operation as of the periods indicated:

Number of restaurants (at end of the period):

SEPTEMBER 24, 2023

SEPTEMBER 25, 2022

Number of restaurants (at end of the period):

MARCH 31, 2024

MARCH 26, 2023

U.S.

Outback Steakhouse

Company-owned

557

564

Franchised

127

128

Total

684

692

Carrabba’s Italian Grill

Company-owned

199

Company-owned

Franchised

Total

218

Bonefish Grill

Company-owned

170

173

Franchised

Total

175

180

Fleming’s Prime Steakhouse & Wine Bar

Company-owned

Aussie Grill

Company-owned

U.S. total

1,148

1,159

Company-owned

Franchised

Total

U.S. total (1)

International

Company-owned

Outback Steakhouse - Brazil (1)

153

137

Company-owned

Outback Steakhouse - Brazil (2)

Other ~~(2)~~(3)

Franchised

Outback Steakhouse - South Korea(1)

Other ~~(2)~~(3)

International total

329

303

System-wide total

1,477

1,462

System-wide total - Company-owned

1,187

1,175

System-wide total - Franchised

290

287

____________________

(1)Excludes four and 26 off-premises only kitchens as of March 31, 2024 and March 26, 2023, respectively. One location was Company-owned in the U.S. and all others were franchised in South Korea as of March 31, 2024 and March 26, 2023.

(2)The restaurant counts for Brazil, including Abbraccio and Aussie Grill restaurants within International Company-owned Other, are reported as of ~~August 31,~~February 29, 2024 and February 28, 2023, ~~and 2022,~~ respectively, to correspond with the balance sheet dates of this subsidiary.

~~(2)~~(3)International Company-owned Other included ~~four~~two and ~~two~~ fourAussie Grill locations as of ~~September 24,~~March 31, 2024 and March 26, 2023, ~~and September 25, 2022,~~ respectively. International Franchised Other included ~~three~~five and four Aussie Grill locations as of ~~September 24,~~March 31, 2024 and March 26, 2023, ~~and September 25, 2022.~~

~~The table below presents the number of our off-premises only kitchens in operation as of the periods indicated:~~

Number of kitchens (at end of the period) (1): SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
U.S.
Company-owned 1 1
International
Franchised - South Korea 6 45
System-wide total 7 46

~~____________________~~

~~(1)Excludes virtual concepts that operate out of existing restaurants and sports venue locations.~~respectively.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Results of Operations

~~The following table sets forth the percentages of certain items in our Consolidated Statements of Operations in relation to Restaurant sales or Total revenues for the periods indicated:~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
Revenues
Restaurant sales 98.6 % 98.5 % 98.6 % 98.5 %
Franchise and other revenues 1.4 1.5 1.4 1.5
Total revenues 100.0 100.0 100.0 100.0
Costs and expenses
Food and beverage (1) 30.2 32.0 30.8 32.3
Labor and other related (1) 29.5 29.1 28.6 28.2
Other restaurant operating (1) 26.4 25.8 24.4 24.2
Depreciation and amortization 4.4 4.0 4.1 3.8
General and administrative 5.8 5.3 5.5 5.2
Provision for impaired assets and restaurant closings (0.6) 0.2 (*) 0.1
Total costs and expenses 94.6 95.1 92.3 92.6
Income from operations 5.4 4.9 7.7 7.4
Loss on extinguishment and modification of debt — — — (3.1)
Loss on fair value adjustment of derivatives, net — — — (0.5)
Interest expense, net (1.2) (1.2) (1.1) (1.3)
Income before (benefit) provision for income taxes 4.2 3.7 6.6 2.5
(Benefit) provision for income taxes (*) 0.6 0.6 1.0
Net income 4.2 3.1 6.0 1.5
Less: net income attributable to noncontrolling interests 0.1 0.1 0.1 0.2
Net income attributable to Bloomin’ Brands 4.1 % 3.0 % 5.9 % 1.3 %

~~________________~~

~~(1)As a percentage of Restaurant sales.~~

*~~Less than 1/10~~th ~~of one percent of Total revenues.~~

REVENUES

Restaurant Sales - Following is a summary of the change in Restaurant sales for the ~~periods~~period indicated:

(dollars in millions) THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
For the periods ended September 25, 2022 $ 1,040.4 $ 3,272.9
Change from:
Restaurant openings 14.9 52.5
Brazil value added tax exemptions (1) 10.9 30.1
Effect of foreign currency translation 8.4 9.5
Restaurant closures (10.0) (21.5)
Comparable restaurant sales (0.2) 86.5
For the periods ended September 24, 2023 $ 1,064.4 $ 3,430.0


(dollars in millions)	THIRTEEN WEEKS ENDED
For the period ended March 26, 2023	$	1,228.2
Change from:
Comparable restaurant sales (1)	(35.7)
Restaurant closures	(25.1)
Brazil value added tax exemptions (2)	(9.6)
Restaurant openings	14.3
Effect of foreign currency translation	7.4

For the period ended March 31, 2024	$	1,179.5

________________

(1)The thirteen weeks ended March 26, 2023 included high-volume days between December 26th and December 31st and the thirteen weeks ended March 31, 2024 excluded these days. This shift had an estimated $16.5 million negative impact on comparable restaurant sales.

(2)Beginning in the fourth quarter of 2023, we are once again subject to the value added taxes for which we were previously exempt under the Brazil tax legislation. See Note 14 - Income Taxesof the Notes to Consolidated Financial Statements for details regarding value added tax exemptions in connection with Brazil tax legislation.

The decrease in Restaurant sales during the thirteen weeks ended March 31, 2024 was primarily due to: (i) lower comparable restaurant sales including the impact of the one-week shift in the fiscal calendar, (ii) the closure of 57 restaurants since December 25, 2022 and (iii) value added tax exemptions in Brazil during 2023. The decrease in Restaurant sales was partially offset by the opening of 53 new restaurants not included in our comparable restaurant sales base and the effect of foreign currency translation of the Brazilian Real relative to the U.S. dollar.

Average Restaurant Unit Volumes and Operating Weeks - Following is a summary of the average restaurant unit volumes and operating weeks for the periods indicated:


	THIRTEEN WEEKS ENDED
		MARCH 31, 2024		MARCH 26, 2023
Average restaurant unit volumes (weekly):
U.S.
Outback Steakhouse		$	83,012	$	84,506
Carrabba’s Italian Grill		$	72,325	$	72,687
Bonefish Grill		$	66,661	$	70,146
Fleming’s Prime Steakhouse & Wine Bar		$	115,580	$	121,625
International
Outback Steakhouse - Brazil (1)		$	61,578	$	63,170

Operating weeks:
U.S.
Outback Steakhouse		7,205		7,358
Carrabba’s Italian Grill		2,550		2,587
Bonefish Grill		2,168		2,248
Fleming’s Prime Steakhouse & Wine Bar		832		845
International
Outback Steakhouse - Brazil		2,027		1,788

____________________

(1)Translated at average exchange rates of 4.92 and 5.21 for the thirteen weeks ended March 31, 2024 and March 26, 2023, respectively. Excludes the benefit of the Brazil value added tax exemptions discussed in Note 14 - Income Taxes of the Notes to Consolidated Financial Statements.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

~~The increase in~~Comparable Restaurant sales during the thirteen weeks ended September 24, 2023 was primarily due to: (i) the opening of 47 new restaurants not included in our comparable restaurant sales base, (ii) value added tax exemptions in BrazilSales, Traffic and ~~(iii) the effect of foreign currency translation of the Brazilian Real relative to the U.S. dollar. The increase was partially offset by the closure of 17 restaurants since June 26, 2022.~~

The increase in Restaurant sales during the thirty-nine weeks ended September 24, 2023 was primarily due to: (i) higher comparable restaurant sales, primarily driven by increases in menu pricing, (ii) the opening of 61 new restaurants not included in our comparable restaurant sales base, (iii) value added tax exemptions in Brazil and (iv) the effect of foreign currency translation of the Brazilian Real relative to the U.S. dollar. The increase in Restaurant sales was partially offset by the closure of 29 restaurants since December 26, 2021.

Average ~~Restaurant Unit Volumes and Operating Weeks~~

Check Per Person (Decreases) Increases -

Following is a summary of ~~the~~comparable restaurant sales, traffic and average ~~restaurant unit volumes and operating weeks~~check per person (decreases) increases for the periods indicated:


							THIRTEEN WEEKS ENDED
							THIRTEEN WEEKS ENDED
							THIRTEEN WEEKS ENDED
									MARCH 31, 2024 (1)										MARCH 31, 2024 (1)	MARCH 26, 2023
		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
		SEPTEMBER 24, 2023		SEPTEMBER 25, 2022			SEPTEMBER 24, 2023			SEPTEMBER 25, 2022
Average restaurant unit volumes (weekly):
U.S.
Year over year percentage change:
Year over year percentage change:
Year over year percentage change:
Comparable restaurant sales (restaurants open 18 months or more):
Comparable restaurant sales (restaurants open 18 months or more):
Comparable restaurant sales (restaurants open 18 months or more):
U.S. (2)
U.S. (2)
U.S. (2)
Outback Steakhouse
Outback Steakhouse
Outback Steakhouse	Outback Steakhouse	$	72,072	$	72,834		$	78,325		$	77,106		(1.2)	%		4.9	%
Carrabba’s Italian Grill	Carrabba’s Italian Grill	$	64,067	$	62,010		$	68,348		$	65,309	Carrabba’s Italian Grill		0.4	%		6.7	%
Bonefish Grill	Bonefish Grill	$	58,111	$	57,998		$	64,343		$	62,811	Bonefish Grill		(4.9)	%		5.2	%
Fleming’s Prime Steakhouse & Wine Bar	Fleming’s Prime Steakhouse & Wine Bar	$	92,452	$	97,053		$	108,066		$	109,112	Fleming’s Prime Steakhouse & Wine Bar		(2.0)	%		3.6	%
Combined U.S.												Combined U.S.		(1.6)	%		5.1	%
International	International
Outback Steakhouse - Brazil (1)		$	64,554	$	60,711		$	62,030		$	58,722
Outback Steakhouse - Brazil (3)(4)
Outback Steakhouse - Brazil (3)(4)
Outback Steakhouse - Brazil (3)(4)														(0.7)	%		14.3	%

Operating weeks:

Traffic:

Traffic:

Traffic:
U.S.	U.S.
U.S.
U.S.
Outback Steakhouse
Outback Steakhouse
Outback Steakhouse	Outback Steakhouse	7,269		7,331			21,947			21,968			(4.2)	%		(1.5)	%
Carrabba’s Italian Grill	Carrabba’s Italian Grill	2,587		2,576			7,761			7,741		Carrabba’s Italian Grill		(2.9)	%		1.7	%
Bonefish Grill	Bonefish Grill	2,210		2,253			6,676			6,807		Bonefish Grill		(7.1)	%		(0.5)	%
Fleming’s Prime Steakhouse & Wine Bar	Fleming’s Prime Steakhouse & Wine Bar	832		832			2,522			2,496		Fleming’s Prime Steakhouse & Wine Bar		(5.0)	%		0.2	%
Combined U.S.												Combined U.S.		(4.3)	%		(0.7)	%
International	International
Outback Steakhouse - Brazil		1,982		1,745			5,661			4,971
Outback Steakhouse - Brazil (3)
Outback Steakhouse - Brazil (3)
Outback Steakhouse - Brazil (3)														(3.7)	%		2.2	%

Average check per person (5):

Average check per person (5):

Average check per person (5):
U.S.
U.S.
U.S.
Outback Steakhouse
Outback Steakhouse
Outback Steakhouse														3.0	%		6.4	%
Carrabba’s Italian Grill												Carrabba’s Italian Grill		3.3	%		5.0	%
Bonefish Grill												Bonefish Grill		2.2	%		5.7	%
Fleming’s Prime Steakhouse & Wine Bar												Fleming’s Prime Steakhouse & Wine Bar		3.0	%		3.4	%
Combined U.S.												Combined U.S.		2.7	%		5.8	%
International
Outback Steakhouse - Brazil (3)
Outback Steakhouse - Brazil (3)
Outback Steakhouse - Brazil (3)														2.7	%		11.6	%

____________________

(1)~~Translated at~~For Q1 2024, comparable restaurant sales, traffic and average ~~exchange rates of 4.85 and 5.18 for~~check per person compare the thirteen weeks ~~ended September 24,~~from January 1, 2024 through March 31, 2024 to the thirteen weeks from January 2, 2023 ~~and September 25, 2022, respectively, and 5.03 and 5.16 for~~through April 2, 2023.

(2)Relocated restaurants closed more than 60 days are excluded from comparable restaurant sales until at least 18 months after reopening.

(3)Excludes the ~~thirty-nine weeks ended September 24, 2023~~effect of fluctuations in foreign currency rates and ~~September 25, 2022, respectively. Excludes~~ the benefit of the Brazil value added tax exemptions discussed in Note 14 - Income Taxes of the Notes to Consolidated Financial Statements.

(4)Includes trading day impact from calendar period reporting.

(5)Includes the impact of menu pricing changes, product mix and discounts.

Table of Contents

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

~~Comparable Restaurant Sales, Traffic and Average Check Per Person (Decreases) Increases~~

~~Following is a summary of comparable restaurant sales, traffic and average check per person (decreases) increases for the periods indicated:~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
Year over year percentage change:
Comparable restaurant sales (restaurants open 18 months or more):
U.S. (1)
Outback Steakhouse (1.1) % 2.3 % 1.6 % 3.4 %
Carrabba’s Italian Grill 3.0 % 0.7 % 4.4 % 3.6 %
Bonefish Grill (0.5) % (0.9) % 2.2 % 5.9 %
Fleming’s Prime Steakhouse & Wine Bar (4.1) % 1.3 % (0.9) % 15.7 %
Combined U.S. (0.5) % 1.4 % 1.9 % 4.8 %
International
Outback Steakhouse - Brazil (2) 4.1 % 30.1 % 7.3 % 48.7 %
Traffic:
U.S.
Outback Steakhouse (6.1) % (6.8) % (4.3) % (5.5) %
Carrabba’s Italian Grill (0.1) % (8.4) % 0.3 % (4.4) %
Bonefish Grill (5.7) % (8.3) % (3.1) % (3.3) %
Fleming’s Prime Steakhouse & Wine Bar (4.4) % (4.8) % (2.1) % 5.8 %
Combined U.S. (4.7) % (7.2) % (3.1) % (4.7) %
International
Outback Steakhouse - Brazil (1.0) % 16.7 % (1.0) % 32.1 %
Average check per person (3):
U.S.
Outback Steakhouse 5.0 % 9.1 % 5.9 % 8.9 %
Carrabba’s Italian Grill 3.1 % 9.1 % 4.1 % 8.0 %
Bonefish Grill 5.2 % 7.4 % 5.3 % 9.2 %
Fleming’s Prime Steakhouse & Wine Bar 0.3 % 6.1 % 1.2 % 9.9 %
Combined U.S. 4.2 % 8.6 % 5.0 % 9.5 %
International
Outback Steakhouse - Brazil 5.1 % 13.1 % 8.3 % 16.5 %

~~____________________~~

~~(1)Relocated restaurants closed more than 60 days are excluded from comparable restaurant sales until at least 18 months after reopening.~~

~~(2)Excludes the effect of fluctuations in foreign currency rates and the benefit of the Brazil value added tax exemptions discussed in Note 14 -~~ ~~Income Taxes~~ ~~of the Notes to Consolidated Financial Statements. Includes trading day impact from calendar period reporting.~~

~~(3)Includes the impact of menu pricing changes, product mix and discounts.~~

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued~~

~~Franchise and other revenues~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
Franchise revenues $ 11.8 $ 11.8 $ 37.9 $ 37.8
Other revenues 3.6 3.6 9.4 10.8
Franchise and other revenues $ 15.4 $ 15.4 $ 47.3 $ 48.6

COSTS AND EXPENSES

The following table sets forth the percentages of certain items in our Consolidated Statements of Operations in relation to Restaurant sales or Total revenues for the periods indicated:

~~Food and beverage costs~~


	THIRTEEN WEEKS ENDED
	MARCH 31, 2024		MARCH 26, 2023
Revenues
Restaurant sales	98.7	%	98.7	%
Franchise and other revenues	1.3		1.3
Total revenues	100.0		100.0
Costs and expenses
Food and beverage (1)	30.3		31.3
Labor and other related (1)	29.1		27.8
Other restaurant operating (1)	24.6		23.0
Depreciation and amortization	4.1		3.7
General and administrative	5.6		5.3



Provision for impaired assets and restaurant closings	0.9		0.3

Total costs and expenses	93.6		90.3
Income from operations	6.4		9.7
Loss on extinguishment of debt	(11.4)		—



Interest expense, net	(1.1)		(1.0)
(Loss) income before provision for income taxes	(6.1)		8.7
Provision for income taxes	0.8		1.2
Net (loss) income	(6.9)		7.5
Less: net income attributable to noncontrolling interests	0.1		0.2
Net (loss) income attributable to Bloomin’ Brands	(7.0)	%	7.3	%

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 CHANGE SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 CHANGE
Food and beverage $ 321.9 $ 332.9 $ 1,057.3 $ 1,056.8
% of Restaurant sales 30.2 % 32.0 % (1.8) % 30.8 % 32.3 % (1.5) %
____________________

(1)As a percentage of Restaurant sales.

Thirteen weeks ended March 31, 2024 as compared to thirteen weeks ended March 26, 2023

Food and beverage ~~costs~~cost decreased as a percentage of Restaurant sales ~~during the thirteen weeks ended September 24, 2023 as compared to the thirteen weeks ended September 25, 2022~~ primarily due to ~~1.8%~~1.3% from increases in average check per person driven by an increase in menu pricing and ~~0.6%~~0.7% from ~~the impact of certain~~ cost saving and productivity initiatives. These decreases were partially offset by ~~an increase~~increases as a percentage of Restaurant sales of ~~0.8%~~0.6% from commodity ~~inflation.~~inflation and 0.4% from unfavorable product mix.

Food and beverage costs decreased as a percentage of Restaurant sales during the thirty-nine weeks ended September 24, 2023 as compared to the thirty-nine weeks ended September 25, 2022 primarily due to 2.1% from increases in average check per person driven by an increase in menu pricing and 0.5% from the impact of certain cost saving and productivity initiatives. These decreases were partially offset by an increase as a percentage of Restaurant sales of 1.1% from commodity inflation.

Labor and other related ~~expenses~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 CHANGE SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 CHANGE
Labor and other related $ 314.4 $ 303.2 $ 981.9 $ 924.5
% of Restaurant sales 29.5 % 29.1 % 0.4 % 28.6 % 28.2 % 0.4 %

expense

~~Labor and other related expenses~~ increased as a percentage of Restaurant sales ~~during the thirteen weeks ended September 24, 2023 as compared to the thirteen weeks ended September 25, 2022~~ primarily due to ~~1.5%~~2.0% from higher hourly and field management labor costs, primarily due to wage rate ~~inflation. This increase was~~inflation, partially offset by ~~decreases as~~ a ~~percentage~~decrease of ~~Restaurant sales of 0.8%~~0.5% from an increase in average check per ~~person and 0.2% from the impact of certain cost saving and productivity initiatives.~~person.

~~Labor and other related expenses~~Other restaurant operating expense increased as a percentage of Restaurant sales ~~during the thirty-nine weeks ended September 24, 2023 as compared to the thirty-nine weeks ended September 25, 2022~~ primarily due to ~~1.8%~~0.9% from higher ~~hourly~~restaurant-level operating and ~~field management labor costs,~~supply expenses, primarily due to ~~wage rate inflation. This increase was~~inflation, and 0.7% from higher advertising expense, partially offset by ~~decreases as~~ a ~~percentage~~decrease of ~~Restaurant sales of 1.1% from an increase in average check per person and~~ 0.2% from ~~the impact of~~ certain cost saving and productivity initiatives.

Depreciation and amortization expense increased primarily due to restaurant development and technology projects, partially offset by a decrease due to restaurant closures under the 2023 Closure Initiative.

General and administrative expense increased primarily due to higher severance partially offset by a decrease in employee stock-based compensation.

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued~~

~~Other restaurant operating expenses~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 CHANGE SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 CHANGE
Other restaurant operating $ 281.1 $ 267.9 $ 837.3 $ 790.6
% of Restaurant sales 26.4 % 25.8 % 0.6 % 24.4 % 24.2 % 0.2 %

Other restaurant operating expenses increased as a percentage of Restaurant sales during the thirteen weeks ended September 24, 2023 as compared to the thirteen weeks ended September 25, 2022 primarily due to 1.0% from higher operating expenses, primarily due to inflation, and 0.4% from higher advertising expense. These increases were partially offset by decreases as a percentage of Restaurant sales of 0.3% from the impact of certain cost saving and productivity initiatives and 0.2% from an increase in average check per person.

Other restaurant operating expenses increased as a percentage of Restaurant sales during the thirty-nine weeks ended September 24, 2023 as compared to the thirty-nine weeks ended September 25, 2022 primarily due to 1.1% from higher operating expenses including utilities, primarily due to inflation, and 0.3% from higher advertising expense. These increases were partially offset by decreases as a percentage of Restaurant sales of 0.8% from an increase in average check per person and 0.2% from the impact of certain cost saving and productivity initiatives.

~~Depreciation and amortization~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 CHANGE SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 CHANGE
Depreciation and amortization $ 48.0 $ 42.2 $ 5.8 $ 141.9 $ 125.2 $ 16.7

Depreciation and amortization increased during the thirteen and thirty-nine weeks ended September 24, 2023 as compared to the thirteen and thirty-nine weeks ended September 25, 2022 primarily due to technology projects and restaurant development.

~~General and administrative~~

General and administrative expense includes salaries and benefits, management incentive programs, related payroll tax and benefits, other employee-related costs and professional services. Following is a summary of the change in General and administrative expense for the periods indicated:

(dollars in millions) THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
For the periods ended September 25, 2022 $ 56.1 $ 174.0
Change from:
Employee stock-based compensation 2.4 0.7
Severance 1.7 1.7
Legal and professional fees 1.7 5.3
Travel and entertainment 1.1 2.8
Incentive compensation (2.6) 1.1
Compensation, benefits and payroll tax (0.2) 3.2
Other 2.0 2.6
For the periods ended September 24, 2023 $ 62.2 $ 191.4

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued~~

~~Provision for impaired assets and restaurant closings~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 CHANGE SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 CHANGE
Provision for impaired assets and restaurant closings $ (6.0) $ 2.1 $ (8.1) $ (0.9) $ 4.1 $ (5.0)

~~During the thirteen weeks ended September 24, 2023, we recognized a net gain of $6.7 million in connection with the lease termination and closure of one U.S. restaurant.~~

~~Income from operations~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 CHANGE SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 CHANGE
Income from operations $ 58.2 $ 51.3 $ 6.9 $ 268.3 $ 246.3 $ 22.0
% of Total revenues 5.4 % 4.9 % 0.5 % 7.7 % 7.4 % 0.3 %

The increase in Income from operations generated during the thirteen weeks ended September 24, 2023 as compared to the thirteen weeks ended September 25, 2022 was primarily due to: (i) an increase in average check per person, (ii) the impact of certain cost saving and productivity initiatives, (iii) a lease termination gain and (iv) value added tax exemptions in Brazil. These increases were partially offset by: (i) higher labor costs, primarily due to wage rate inflation, (ii) higher operating expenses, primarily due to inflation, (iii) commodity inflation and (iv) higher depreciation and advertising expense.

The increase in Income from operations generated during the thirty-nine weeks ended September 24, 2023 as compared to the thirty-nine weeks ended September 25, 2022 was primarily due to: (i) an increase in average check per person, (ii) the impact of certain cost saving and productivity initiatives and (iii) value added tax exemptions in Brazil. These increases were partially offset by: (i) higher labor costs, primarily due to wage rate inflation, (ii) commodity inflation, (iii) higher operating expenses including utilities, primarily due to inflation, and (iv) higher depreciation and advertising expense.

~~Operating income margins d~~uring both the thirteen and thirty-nine weeks ended September 24, 2023 include net increases of approximately 0.4% attributable to Brazil value added tax exemptions (PIS and COFINS) provided by Brazil tax legislation. See Note 14 - ~~Income Taxes~~ ~~of the Notes to Consolidated Financial Statements for further discussion regarding Brazil tax legislation.~~

~~Loss on extinguishment and modification of debt and Loss on fair value adjustment of derivatives, net~~

In connection with the 2025 Notes Partial Repurchase, we recognized a loss on extinguishment of debt of $104.7 million and a loss on fair value adjustment of derivatives, net, of $17.7 million during the thirty-nine weeks ended September 25, 2022.

3128

Table of Contents

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

~~(Benefit) provision~~Provision for ~~income taxes~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 CHANGE SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 CHANGE
Income before (benefit) provision for income taxes $ 45.4 $ 38.6 $ 6.8 $ 230.0 $ 82.1 $ 147.9
(Benefit) provision for income taxes $ (0.1) $ 5.6 $ (5.7) $ 21.2 $ 33.0 $ (11.8)
Effective income tax rate (0.1) % 14.4 % (14.5) % 9.2 % 40.2 % (31.0) %
impaired assets and restaurant closings increased primarily due to charges in connection with the 2023 Closure Initiative within the U.S. segment.

~~The effective income tax rates for~~Income from operations during the thirteen ~~and thirty-nine~~ weeks ended ~~September 24, 2023 decreased by 14.5 and 31.0 percentage points, respectively, as compared~~March 31, 2024 includes a net operating margin decrease of approximately 0.3% attributable to the ~~thirteen and thirty-nine weeks ended September 25, 2022. These decreases were primarily due to benefits~~lapping of the 2023 Brazil ~~tax legislation and income~~value added tax exemptions ~~on Brazil state VAT benefits.~~(PIS and COFINS). See Note 14 - Income Taxes of the Notes to Consolidated Financial Statements for further ~~discussion. The decrease~~discussion regarding Brazil tax legislation.

Loss on extinguishment of debt during the thirteen weeks ended March 31, 2024 was in connection with the 2025 Notes Partial Repurchase, which is described in further detail within Note 9 - Convertible Senior Notes of the Notes to Consolidated Financial Statements.

Provision for income taxes for the ~~thirty-nine~~thirteen weeks ended ~~September 24, 2023 was further impacted by~~March 31, 2024 includes the ~~2022 non-deductible~~impact of nondeductible losses associated with the 2025 Notes Partial ~~Repurchase.~~Repurchase which, relative to a pre-tax book loss during the quarter, resulted in a negative effective income tax rate.

SEGMENT PERFORMANCE

The following is a summary of reporting segments:

REPORTABLE SEGMENT (1)

CONCEPT

GEOGRAPHIC LOCATION

U.S.

Outback Steakhouse

United States of America

Carrabba’s Italian Grill

Bonefish Grill

Fleming’s Prime Steakhouse & Wine Bar

International

Outback Steakhouse

Brazil, Hong Kong/China

Carrabba’s Italian Grill (Abbraccio)

Brazil

_________________

(1)Includes franchise locations.

Revenues for both segments include only transactions with customers and exclude intersegment revenues. Excluded from Income from operations for U.S. and international are certain legal and corporate costs not directly related to the performance of the segments, most stock-based compensation expenses, a portion of insurance expenses and certain bonus expenses.

Refer to Note 16 - Segment Reporting of the Notes to Consolidated Financial Statements for reconciliations of segment income from operations to the consolidated operating results.

Restaurant-level operating margin is widely regarded in the industry as a useful non-GAAP measure to evaluate restaurant-level operating efficiency and performance of ongoing restaurant-level operations, and we use it for these purposes, overall and particularly within our two segments. See the Overview-Key Financial Performance Indicators and Non-GAAP Financial Measures sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional details regarding the calculation of restaurant-level operating margin.

3229

Table of Contents

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

~~U.S. Segment~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
Revenues
Restaurant sales $ 901,138 $ 910,679 $ 2,975,145 $ 2,920,241
Franchise and other revenues 11,834 11,842 36,052 37,314
Total revenues $ 912,972 $ 922,521 $ 3,011,197 $ 2,957,555
Income from operations $ 68,014 $ 68,501 $ 304,265 $ 305,347
Operating income margin 7.4 % 7.4 % 10.1 % 10.3 %
Restaurant-level operating income $ 114,869 $ 115,498 $ 457,533 $ 442,517
Restaurant-level operating margin 12.7 % 12.7 % 15.4 % 15.2 %
Summary financial data - Following is a summary of financial data by segment for the periods indicated:


	U.S.						INTERNATIONAL
	THIRTEEN WEEKS ENDED						THIRTEEN WEEKS ENDED
(dollars in thousands)	MARCH 31, 2024			MARCH 26, 2023			MARCH 31, 2024			MARCH 26, 2023
Revenues
Restaurant sales	$	1,030,896		$	1,080,569		$	148,591		$	147,665
Franchise and other revenues	12,208			12,427			3,632			4,085
Total revenues	$	1,043,104		$	1,092,996		$	152,223		$	151,750








Income from operations	$	97,484		$	133,243		$	15,762		$	24,508
Operating income margin	9.3		%	12.2		%	10.4		%	16.2		%
Restaurant-level operating income	$	161,976		$	187,808		$	27,157		$	34,015
Restaurant-level operating margin	15.7		%	17.4		%	18.3		%	23.0		%

Restaurant sales - Following is a summary of the change in ~~U.S.~~ segment Restaurant sales for the ~~periods~~period indicated:

(dollars in millions) THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
For the periods ended September 25, 2022 $ 910.7 $ 2,920.2
Change from:
Restaurant closures (10.0) (21.5)
Comparable restaurant sales (4.4) 52.2
Restaurant openings 4.8 24.2
For the periods ended September 24, 2023 $ 901.1 $ 2,975.1


U.S.			INTERNATIONAL
	THIRTEEN WEEKS ENDED			THIRTEEN WEEKS ENDED
(dollars in millions)			(dollars in millions)
For the period ended March 26, 2023	$	1,080.6	For the period ended March 26, 2023	$	147.6
Change from:			Change from:
Comparable restaurant sales (1)	(32.8)		Effect of foreign currency translation	7.4
Restaurant closures (2)	(24.5)		Restaurant openings (3)	6.7
Restaurant openings (3)	7.6		Brazil value added tax exemptions (4)	(9.6)
For the period ended March 31, 2024	$	1,030.9	Comparable restaurant sales	(2.9)

			Restaurant closures (2)	(0.6)
			For the period ended March 31, 2024	$	148.6

____________________

(1)Includes an estimated $16.5 million negative impact on comparable restaurant sales from a one-week shift in the fiscal calendar.

~~The decrease in U.S. Restaurant~~(2)Includes the restaurant sales ~~during the thirteen weeks ended September 24, 2023 was primarily due to~~impact from the closure of 1655 U.S. and two international restaurants since ~~June 26, 2022 and lower comparable~~December 25, 2022.

(3)Includes restaurant sales ~~primarily driven by lower traffic. The decrease was partially offset by the opening of 13~~from 17 U.S. and 36 international new restaurants not included in our comparable restaurant sales base.

(4)

~~The increase~~Beginning in ~~U.S. Restaurant sales during~~ the ~~thirty-nine weeks ended September 24,~~fourth quarter of 2023, was primarily due to higher comparable restaurant sales, primarily driven by increases in menu pricing, and the opening of 17 new restaurants not included in our comparable restaurant sales base. The increase in Restaurant sales was partially offset by the closure of 28 restaurants since December 26, 2021.

~~Income from operations~~

~~U.S. Income from operations generated during the thirteen weeks ended September 24, 2023 as compared~~we are once again subject to the thirteen weeks ended September 25, 2022 was flat primarily due to: (i) higher labor costs, primarily due to wage rate inflation, (ii) higher operating expenses, primarily due to inflation, (iii) commodity inflation and (iv) higher depreciation and advertising expense. These decreasesvalue added taxes for which we were ~~offset by: (i) an increase in average check per person, (ii)~~previously exempt under the ~~impact of certain cost saving and productivity initiatives and (iii) a lease termination gain.~~

U.S. Income from operations generated during the thirty-nine weeks ended September 24, 2023 as compared to the thirty-nine weeks ended September 25, 2022 was flat primarily due to: (i) higher labor costs, primarily due to wage rate inflation, (ii) commodity inflation, (iii) higher operating expenses including utilities, primarily due to inflation, and (iv) higher depreciation and advertising expense. These decreases were offset by an increase in average check per person and the impact of certain cost saving and productivity initiatives.

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued~~

~~International Segment~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
Revenues
Restaurant sales $ 163,275 $ 129,696 $ 454,832 $ 352,627
Franchise and other revenues 3,586 3,546 11,244 11,278
Total revenues $ 166,861 $ 133,242 $ 466,076 $ 363,905
Income from operations $ 22,034 $ 15,849 $ 67,028 $ 38,859
Operating income margin 13.2 % 11.9 % 14.4 % 10.7 %
Restaurant-level operating income $ 32,404 $ 24,013 $ 96,092 $ 62,881
Restaurant-level operating margin 19.8 % 18.5 % 21.1 % 17.8 %

~~Restaurant sales -~~ ~~Following is a summary of the change in international segment Restaurant sales for the periods indicated:~~

(dollars in millions) THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
For the periods ended September 25, 2022 $ 129.7 $ 352.7
Change from:
Brazil value added tax exemptions (1) 10.9 30.1
Restaurant openings 10.1 28.3
Effect of foreign currency translation 8.4 9.5
Comparable restaurant sales 4.2 34.3
For the periods ended September 24, 2023 $ 163.3 $ 454.9

~~________________~~

~~(1)~~Brazil tax legislation. See Note 14 - Income Taxes of the Notes to Consolidated Financial Statements for details regarding value added tax exemptions in connection with Brazil tax legislation.

The increase in international Restaurant sales during the thirteen weeks ended September 24, 2023 was primarily due to: (i) value added tax exemptions in Brazil, (ii) the opening of 34 new restaurants not included in our comparable restaurant sales base, (iii) the effect of foreign currency translation of the Brazilian Real relative to the U.S. dollar and (iv) higher comparable restaurant sales in Brazil.

The increase in international Restaurant sales during the thirty-nine weeks ended September 24, 2023 was primarily due to: (i) higher comparable restaurant sales in Brazil and Hong Kong, primarily driven by the lapping of Q1 2022 COVID-19 related capacity restrictions, (ii) value added tax exemptions in Brazil, (iii) the opening of 44 new restaurants not included in our comparable restaurant sales base and (iv) the effect of foreign currency translation of the Brazilian Real relative to the U.S. dollar.

Income from operations

U.S. - The decrease in U.S. Income from operations generated during the thirteen weeks ended March 31, 2024 as compared to the thirteen weeks ended March 26, 2023 was primarily due to: (i) lower restaurant sales, as discussed above, (ii) higher labor, operating and commodity costs, primarily due to inflation, (iii) impairment and closure costs in connection with the 2023 Closure Initiative, (iv) higher advertising expense and (v) unfavorable product mix. These decreases were offset by an increase in average check per person and the impact of certain cost saving and productivity initiatives.

International - The decrease in international Income from operations generated during the thirteen weeks ended ~~September 24, 2023~~March 31, 2024 as compared to the thirteen weeks ended ~~September 25, 2022~~March 26, 2023 was primarily due to: (i) higher operating and labor costs, primarily due to inflation, (ii) lapping value added tax exemptions in Brazil during 2023, (iii) a decline in customer traffic and (iv) commodity inflation. These decreases were partially offset by an increase in average check per person. ~~These increases were partially offset by decreases primarily due to: (i) higher operating costs, primarily due to inflation, (ii) higher advertising expense and (iii) commodity inflation.~~

The increase in international Income from operations generated during the thirty-nine weeks ended September 24, 2023 as compared to the thirty-nine weeks ended September 25, 2022 was primarily due to value added tax exemptions in Brazil and an increase in restaurant sales, primarily driven by the recovery of in-restaurant dining and

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

an increase in average check per person. These increases were partially offset by decreases primarily due to: (i) higher operating costs, primarily due to inflation, (ii) commodity inflation and (iii) higher a~~dvertising expense.~~

Non-GAAP Financial Measures

Consolidated ~~restaurant-level operating income~~Restaurant-level Operating Income and ~~adjusted restaurant-level operating income~~Adjusted Restaurant-level Operating Income and ~~corresponding margins non-GAAP reconciliations~~Corresponding Margins Non-GAAP Reconciliations - The following table reconciles consolidated Income from operations and the corresponding margin to restaurant-level operating income and adjusted restaurant-level operating income and the corresponding margins for the periods indicated:


Consolidated
Consolidated
Consolidated	Consolidated	THIRTEEN WEEKS ENDED						THIRTY-NINE WEEKS ENDED							THIRTEEN WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	SEPTEMBER 24, 2023			SEPTEMBER 25, 2022			SEPTEMBER 24, 2023			SEPTEMBER 25, 2022			(dollars in thousands)		MARCH 31, 2024		MARCH 26, 2023
Income from operations	Income from operations	$	58,216		$	51,309		$	268,295		$	246,284
Operating income margin	Operating income margin	5.4		%	4.9		%	7.7		%	7.4		%	Operating income margin		6.4	%	9.7	%
Less:	Less:
Franchise and other revenues	Franchise and other revenues	15,420			15,388			47,296			48,592
Franchise and other revenues
Franchise and other revenues
Plus:	Plus:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	47,998			42,171			141,865			125,203
General and administrative	General and administrative	62,246			56,089			191,408			174,009
Provision for impaired assets and restaurant closings	Provision for impaired assets and restaurant closings	(6,008)			2,067			(857)			4,099
Restaurant-level operating income	Restaurant-level operating income	$	147,032		$	136,248		$	553,415		$	501,003
Restaurant-level operating margin	Restaurant-level operating margin	13.8		%	13.1		%	16.1		%	15.3		%	Restaurant-level operating margin		16.0	%	17.9	%
Adjustments:	Adjustments:

Partner compensation program changes		1,894			—			1,894			—
Asset impairments and closure-related costs (1)

Asset impairments and closure-related costs (1)

Asset impairments and closure-related costs (1)

Total restaurant-level operating income adjustments
Total restaurant-level operating income adjustments
Total restaurant-level operating income adjustments	Total restaurant-level operating income adjustments	1,894			—			1,894			—
Adjusted restaurant-level operating income	Adjusted restaurant-level operating income	$	148,926		$	136,248		$	555,309		$	501,003
Adjusted restaurant-level operating margin	Adjusted restaurant-level operating margin	14.0		%	13.1		%	16.2		%	15.3		%	Adjusted restaurant-level operating margin		16.0	%	17.9	%

_________________

(1)Represents costs in connection with the 2023 Closure Initiative.

Segment ~~restaurant-level~~Restaurant-level and ~~adjusted restaurant-level operating income~~Adjusted Restaurant-level Operating Income and ~~corresponding margins non-GAAP reconciliations~~Corresponding Margins Non-GAAP Reconciliations - The following tables reconcile segment Income from operations and the corresponding margin to segment restaurant-level operating income and adjusted restaurant-level operating income and the corresponding margins for the periods indicated:


U.S.
U.S.
U.S.	U.S.	THIRTEEN WEEKS ENDED						THIRTY-NINE WEEKS ENDED							THIRTEEN WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	SEPTEMBER 24, 2023			SEPTEMBER 25, 2022			SEPTEMBER 24, 2023			SEPTEMBER 25, 2022			(dollars in thousands)		MARCH 31, 2024		MARCH 26, 2023
Income from operations	Income from operations	$	68,014		$	68,501		$	304,265		$	305,347
Operating income margin	Operating income margin	7.4		%	7.4		%	10.1		%	10.3		%	Operating income margin		9.3	%	12.2	%
Less:	Less:
Franchise and other revenues	Franchise and other revenues	11,834			11,842			36,052			37,314
Franchise and other revenues
Franchise and other revenues
Plus:	Plus:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	39,829			34,432			117,368			102,735
General and administrative	General and administrative	24,868			22,339			72,809			69,432
Provision for impaired assets and restaurant closings	Provision for impaired assets and restaurant closings	(6,008)			2,068			(857)			2,317
Restaurant-level operating income	Restaurant-level operating income	$	114,869		$	115,498		$	457,533		$	442,517
Restaurant-level operating margin	Restaurant-level operating margin	12.7		%	12.7		%	15.4		%	15.2		%	Restaurant-level operating margin		15.7	%	17.4	%
Adjustments:	Adjustments:

Partner compensation program changes		1,894			—			1,894			—
Asset impairments and closure-related costs (1)

Asset impairments and closure-related costs (1)

Asset impairments and closure-related costs (1)

Total restaurant-level operating income adjustments
Total restaurant-level operating income adjustments
Total restaurant-level operating income adjustments	Total restaurant-level operating income adjustments	1,894			—			1,894			—
Adjusted restaurant-level operating income	Adjusted restaurant-level operating income	$	116,763		$	115,498		$	459,427		$	442,517
Adjusted restaurant-level operating margin	Adjusted restaurant-level operating margin	13.0		%	12.7		%	15.4		%	15.2		%	Adjusted restaurant-level operating margin		15.8	%	17.4	%

_________________

(1)Represents costs in connection with the 2023 Closure Initiative.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


International
International
International	International	THIRTEEN WEEKS ENDED						THIRTY-NINE WEEKS ENDED							THIRTEEN WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	SEPTEMBER 24, 2023			SEPTEMBER 25, 2022			SEPTEMBER 24, 2023			SEPTEMBER 25, 2022			(dollars in thousands)		MARCH 31, 2024		MARCH 26, 2023
Income from operations	Income from operations	$	22,034		$	15,849		$	67,028		$	38,859
Operating income margin	Operating income margin	13.2		%	11.9		%	14.4		%	10.7		%	Operating income margin		10.4	%	16.2	%
Less:	Less:
Franchise and other revenues	Franchise and other revenues	3,586			3,546			11,244			11,278
Franchise and other revenues
Franchise and other revenues
Plus:	Plus:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	6,231			5,882			18,275			17,438
General and administrative	General and administrative	7,725			5,828			22,033			16,087
Provision for impaired assets and restaurant closings	Provision for impaired assets and restaurant closings	—			—			—			1,775
Restaurant-level operating income	Restaurant-level operating income	$	32,404		$	24,013		$	96,092		$	62,881
Restaurant-level operating margin	Restaurant-level operating margin	19.8		%	18.5		%	21.1		%	17.8		%	Restaurant-level operating margin		18.3	%	23.0	%

Total restaurant-level operating income adjustments		—			—			—			—
Adjusted restaurant-level operating income		$	32,404		$	24,013		$	96,092		$	62,881
Adjusted restaurant-level operating margin		19.8		%	18.5		%	21.1		%	17.8		%

Adjusted ~~restaurant-level operating margin non-GAAP reconciliations~~Restaurant-level Operating Margin Non-GAAP Reconciliations (continued) - The following ~~tables present~~table presents the percentages of certain operating cost financial statement line items in relation to Restaurant sales for the periods indicated:


		THIRTEEN WEEKS ENDED
		SEPTEMBER 24, 2023				SEPTEMBER 25, 2022
		REPORTED		ADJUSTED (1)		REPORTED		ADJUSTED

		THIRTEEN WEEKS ENDED

		THIRTEEN WEEKS ENDED

		THIRTEEN WEEKS ENDED
	MARCH 31, 2024															MARCH 31, 2024						MARCH 26, 2023
	REPORTED												REPORTED				ADJUSTED (1)				REPORTED					ADJUSTED
Restaurant sales	Restaurant sales	100.0	%	100.0	%	100.0	%	100.0	%	Restaurant sales	100.0	%			100.0	%			100.0	%				100.0	%

Food and beverage
Food and beverage
Food and beverage	Food and beverage	30.2	%	30.2	%	32.0	%	32.0	%	30.3	%			30.3	%			31.3	%				31.3	%
Labor and other related	Labor and other related	29.5	%	29.4	%	29.1	%	29.1	%	Labor and other related	29.1	%			29.1	%			27.8	%				27.8	%
Other restaurant operating	Other restaurant operating	26.4	%	26.4	%	25.8	%	25.8	%	Other restaurant operating	24.6	%			24.6	%			23.0	%				23.0	%

Restaurant-level operating margin	Restaurant-level operating margin	13.8	%	14.0	%	13.1	%	13.1	%

		THIRTY-NINE WEEKS ENDED
		SEPTEMBER 24, 2023				SEPTEMBER 25, 2022
		REPORTED		ADJUSTED (1)		REPORTED		ADJUSTED
Restaurant sales		100.0	%	100.0	%	100.0	%	100.0	%

Food and beverage		30.8	%	30.8	%	32.3	%	32.3	%
Labor and other related		28.6	%	28.6	%	28.2	%	28.2	%
Other restaurant operating		24.4	%	24.4	%	24.2	%	24.2	%

Restaurant-level operating margin	Restaurant-level operating margin	16.1	%	16.2	%	15.3	%	15.3	%
Restaurant-level operating margin											16.0	%			16.0	%			17.9	%				17.9	%

_________________

(1)See the Consolidated ~~restaurant-level operating income~~Restaurant-level Operating Income and ~~adjusted restaurant-level operating income~~Adjusted Restaurant-level Operating Income and ~~corresponding margins non-GAAP reconciliations~~Corresponding Margins Non-GAAP Reconciliations table above for details regarding the restaurant-level operating margin adjustments. All restaurant-level operating margin adjustments for the periods presented were recorded within Labor and other related ~~expenses.~~expense.

Adjusted Income from Operations Non-GAAP Reconciliations - The following table reconciles Income from operations and the corresponding margin to adjusted income from operations and the corresponding margin for the periods indicated:


	THIRTEEN WEEKS ENDED
(dollars in thousands)		MARCH 31, 2024			MARCH 26, 2023
Income from operations		$	77,093		$	120,633
Operating income margin		6.4		%	9.7		%
Adjustments:
Total restaurant-level operating income adjustments (1)		434			—
Asset impairments and closure-related charges (2)		12,521			—



Total income from operations adjustments		12,955			—
Adjusted income from operations		$	90,048		$	120,633
Adjusted operating income margin		7.5		%	9.7		%

_________________

(1)See the Consolidated Restaurant-level Operating Income and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations table above for details regarding the restaurant-level operating income adjustments.

(2)Includes asset impairment, closure costs and severance in connection with the 2023 Closure Initiative.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Adjusted ~~income from operations non-GAAP reconciliations~~ ~~- The following table reconciles~~Net Income ~~from operations~~ and ~~the corresponding margin to adjusted income from operations and the corresponding margin for the periods indicated:~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 24, 2023 SEPTEMBER 25, 2022 SEPTEMBER 24, 2023 SEPTEMBER 25, 2022
Income from operations $ 58,216 $ 51,309 $ 268,295 $ 246,284
Operating income margin 5.4 % 4.9 % 7.7 % 7.4 %
Adjustments:
Total restaurant-level operating income adjustments (1) 1,894 — 1,894 —
Restaurant and asset impairments and closing costs (2) (6,586) — (6,586) —
Other (3) 3,436 — 3,436 —
Total income from operations adjustments (1,256) — (1,256) —
Adjusted income from operations $ 56,960 $ 51,309 $ 267,039 $ 246,284
Adjusted operating income margin 5.3 % 4.9 % 7.7 % 7.4 %

~~_________________~~

~~(1)See the~~ ~~Consolidated restaurant-level operating income and adjusted restaurant-level operating income and corresponding margins non-GAAP reconciliations~~ ~~table above for details regarding the restaurant-level operating income adjustments.~~

~~(2)Includes a lease termination gain and related restaurant closure costs.~~

~~(3)Primarily includes professional fees, severance and other costs not correlated to our core operating performance during the period.~~

Adjusted ~~net income and adjusted diluted earnings per share non-GAAP reconciliations~~Diluted Earnings Per Share Non-GAAP Reconciliations - The following table reconciles Net (loss) income attributable to Bloomin’ Brands to adjusted net income and adjusted diluted earnings per share for the periods indicated:


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
				THIRTEEN WEEKS ENDED
				THIRTEEN WEEKS ENDED
				THIRTEEN WEEKS ENDED
(in thousands, except per share data)	(in thousands, except per share data)	SEPTEMBER 24, 2023		SEPTEMBER 25, 2022		SEPTEMBER 24, 2023		SEPTEMBER 25, 2022		(in thousands, except per share data)	MARCH 31, 2024	MARCH 26, 2023

Net income attributable to Bloomin’ Brands		$	44,528	$	31,986	$	204,116	$	43,862
Net (loss) income attributable to Bloomin’ Brands

Net (loss) income attributable to Bloomin’ Brands

Net (loss) income attributable to Bloomin’ Brands
Adjustments:	Adjustments:
Income from operations adjustments (1)	Income from operations adjustments (1)	(1,256)		—		(1,256)		—
Loss on extinguishment and modification of debt (2)		—		—		—		107,630
Loss on fair value adjustment of derivatives, net (2)		—		—		—		17,685
Income from operations adjustments (1)
Income from operations adjustments (1)
Loss on extinguishment of debt (2)

Total adjustments, before income taxes
Total adjustments, before income taxes
Total adjustments, before income taxes	Total adjustments, before income taxes	(1,256)		—		(1,256)		125,315
Adjustment to provision for income taxes (3)	Adjustment to provision for income taxes (3)	(2,650)		—		(2,650)		1,322
Net adjustments	Net adjustments	(3,906)		—		(3,906)		126,637
Adjusted net income	Adjusted net income	$	40,622	$	31,986	$	200,210	$	170,499

Diluted earnings per share		$	0.45	$	0.34	$	2.08	$	0.44
Adjusted diluted earnings per share (4)		$	0.44	$	0.35	$	2.15	$	1.84
Diluted (loss) earnings per share
Diluted (loss) earnings per share
Diluted (loss) earnings per share
Adjusted diluted earnings per share

Diluted weighted average common shares outstanding		98,548		94,736		97,987		99,609
Diluted weighted average common shares outstanding (4)

Diluted weighted average common shares outstanding (4)

Diluted weighted average common shares outstanding (4)
Adjusted diluted weighted average common shares outstanding (4)	Adjusted diluted weighted average common shares outstanding (4)	93,181		91,046		92,920		92,877

_________________

(1)See the Adjusted ~~income~~Income from ~~operations non-GAAP reconciliations~~Operations Non-GAAP Reconciliations table above for details regarding Income from operations adjustments.

(2)~~The thirty-nine weeks ended September 25, 2022 includes~~Includes losses ~~primarily~~ in connection with the 2025 Notes Partial ~~Repurchase, including settlements~~ Repurchase. See Note 9 - Convertible Senior Notes of the ~~related convertible senior note hedges and warrants.~~Notes to Consolidated Financial Statements for additional details.

(3)Includes ~~a $2.9 million adjustment during the thirteen and thirty-nine weeks ended September 24, 2023 related to a Brazil federal income tax exemption on certain state VAT benefits. See Note 14 -~~ ~~Income Taxes~~ ~~for details regarding the Brazil federal income tax exemption. Also includes~~ the tax effects of non-GAAP adjustments determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax ~~rates. For the thirty-nine weeks ended September 25, 2022, the~~rates for all periods presented. The primary difference

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued~~

between GAAP and adjusted effective income tax rates relates to certain non-deductible losses and other tax costs associated with the 2025 N~~otes~~Notes Partial Repurchase.

(4)Due to a GAAP net loss, antidilutive securities are excluded from diluted weighted average common shares outstanding for the thirteen weeks ended March 31, 2024. However, considering the adjusted net income position, adjusted diluted weighted average common shares outstanding incorporates 4,031 dilutive securities, including 3,132 for outstanding warrants. Adjusted diluted weighted average common shares outstanding was calculated ~~excluding~~including the ~~dilutive effect~~benefit of 5,367 and 3,690 shares for the thirteen weeks ended September 24, 2023 and September 25, 2022, respectively, and 5,067 and 6,732 shares for the thirty-nine weeks ended September 24, 2023 and September 25, 2022, respectively, to be issued upon conversion of the 2025 Notes to satisfy the amount in excess of the principal since our convertible ~~note hedge offsets the dilutive impact of the shares underlying the 2025 Notes.~~notes hedge.

System-Wide Sales - System-wide sales is a non-GAAP financial measure that includes sales of all restaurants operating under our brand names, whether we own them or not. Management uses this information to make decisions about future plans for the development of additional restaurants and new concepts, as well as evaluation of current operations. System-wide sales comprise sales of Company-owned and franchised restaurants. For a summary of sales of Company-owned restaurants, refer to Note 2 - Revenue Recognition of the Notes to Consolidated Financial Statements.

Table of Contents

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

The following table provides a summary of sales of franchised restaurants for the periods indicated, which are not included in our consolidated financial results. Franchise sales within this table do not represent our sales and are presented only as an indicator of changes in the restaurant system, which management believes is important information regarding the health of our restaurant concepts and in determining our royalties and/or service fees.


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
				THIRTEEN WEEKS ENDED
				THIRTEEN WEEKS ENDED
				THIRTEEN WEEKS ENDED
(dollars in millions)
(dollars in millions)
(dollars in millions)	(dollars in millions)	SEPTEMBER 24, 2023		SEPTEMBER 25, 2022		SEPTEMBER 24, 2023		SEPTEMBER 25, 2022
U.S.	U.S.
U.S.
U.S.
Outback Steakhouse
Outback Steakhouse
Outback Steakhouse	Outback Steakhouse	$	119	$	119	$	386	$	377
Carrabba’s Italian Grill	Carrabba’s Italian Grill	11		12		36		37
Carrabba’s Italian Grill
Carrabba’s Italian Grill
Bonefish Grill	Bonefish Grill	2		3		7		9
Bonefish Grill
Bonefish Grill

U.S. total

U.S. total

U.S. total	U.S. total	132		134		429		423
International	International
International
International
Outback Steakhouse - South Korea
Outback Steakhouse - South Korea
Outback Steakhouse - South Korea	Outback Steakhouse - South Korea	84		77		254		220
Other (1)	Other (1)	26		24		78		86
Other (1)
Other (1)
International total	International total	110		101		332		306
Total franchise sales (2)		$	242	$	235	$	761	$	729
International total
International total
Total franchise sales
Total franchise sales
Total franchise sales

~~_____________________~~_________________

(1)Includes franchise sales ~~for~~for off-premises only kitchens in South Korea.

~~(2)Franchise sales are not included in Total revenues in the Consolidated Statements of Operations and Comprehensive Income.~~

Liquidity and Capital Resources

Cash and Cash Equivalents

As of ~~September 24, 2023,~~March 31, 2024, we had ~~$86.6~~$131.7 million in cash and cash equivalents, of which ~~$32.0~~$57.5 million was held by foreign affiliates. The international jurisdictions in which we have significant cash do not have any known restrictions that would prohibit repatriation.

As of ~~September 24, 2023,~~March 31, 2024, we had aggregate undistributed foreign earnings of approximately ~~$34.9 million. This amount consisted primarily of historical earnings from 2017 and prior~~$46.7 million that ~~were previously taxed in the U.S. under the 2017 Tax Cuts and Jobs Act and post-2017 foreign earnings, which we~~ may ~~repatriate~~be repatriated to the U.S. without additional material U.S. federal income tax. These amounts are not considered indefinitely reinvested in our foreign subsidiaries.

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued~~

Borrowing Capacity and Debt Service

Credit Facilities - Following is a summary of our outstanding credit facilities as of the dates indicated and principal payments and debt issuance during the period indicated:

SENIOR SECURED CREDIT FACILITY TOTAL CREDIT FACILITIES
(dollars in thousands) REVOLVING CREDIT FACILITY 2025 NOTES 2029 NOTES
Balance as of December 25, 2022 $ 430,000 $ 105,000 $ 300,000 $ 835,000
2023 new debt 728,000 — — 728,000
2023 payments (768,000) (214) — (768,214)
Balance as of September 24, 2023 $ 390,000 $ 104,786 $ 300,000 $ 794,786
Interest rates, as of September 24, 2023 (1) 6.93 % 5.00 % 5.13 %
Principal maturity date April 2026 May 2025 April 2029


	SENIOR SECURED CREDIT FACILITY						TOTAL CREDIT FACILITIES
(dollars in thousands)	REVOLVING CREDIT FACILITY			2025 NOTES						2029 NOTES
Balance as of December 31, 2023	$	381,000		$	104,786		$	300,000			$	785,786
2024 new debt	550,000			—			—				550,000
2024 payments	(296,000)			—			—				(296,000)
2024 conversions	—			(84,062)			—				(84,062)
Balance as of March 31, 2024	$	635,000		$	20,724		$	300,000			$	955,724

Interest rates, as of March 31, 2024 (1)	6.94		%	5.00		%	5.13		%
Principal maturity date	April 2026			May 2025			April 2029

____________________

(1)Interest rate for revolving credit facility represents the weighted average interest rate as of ~~September 24, 2023.~~March 31, 2024.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

As of ~~September 24, 2023,~~March 31, 2024, we had ~~$590.2~~$346.7 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of ~~$19.8~~$18.3 million.

Our credit agreement, as amended, contains various financial and non-financial covenants. A violation of these covenants could negatively impact our liquidity by restricting our ability to borrow under the revolving credit facility and cause an acceleration of the amounts due under the credit facilities. See Note 1312 - Long-term Debt, Net in our Annual Report on Form 10-K for the year ended December ~~25, 2022~~31, 2023 for further information.

As of ~~September 24, 2023~~March 31, 2024 and December ~~25, 2022,~~31, 2023, we were in compliance with our debt covenants. We believe that we will remain in compliance with our debt covenants during the next 12 months and beyond.

2025 NotesPartial Repurchase - On February 29, 2024, we and the Noteholders entered into the Exchange Agreements in which the Noteholders agreed to exchange $83.6 million in aggregate principal amount of our outstanding 2025 Notes for approximately 7.5 million shares of our common stock and $3.3 million in cash, including accrued interest.

Convertible Note Hedge and Warrant Transactions - In connection with the 2025 Notes Partial Repurchase, we entered into the Early Termination Agreements with the Derivative Counterparties. Upon settlement, we received approximately $118.2 million in cash and 0.3 million shares of common stock from the Derivative Counterparties and paid $102.2 million in cash to the Derivative Counterparties during the thirteen weeks ended March 31, 2024.

See Note 9 - Convertible Senior Notes of the Notes to Consolidated Financial Statements for additional details regarding the 2025 Notes Partial Repurchase and related Early Termination Agreements.

Use of Cash

Cash flows generated from operating activities and availability under our revolving credit facility are our principal sources of liquidity, which we use for operating expenses, development of new restaurants, remodeling or relocating older restaurants, ~~development of new restaurants,~~ investments in technology, dividend ~~payments, debt~~ payments and share repurchases.

We believe that our expected liquidity sources are adequate to fund debt service requirements, lease obligations, capital expenditures and working capital obligations during the 12 months following this filing. However, our ability to continue to meet these requirements and obligations will depend on, among other things, our ability to achieve anticipated levels of revenue and cash flow and our ability to manage costs and working capital successfully.

Capital Expenditures - We estimate that our capital expenditures will total approximately ~~$260~~$270 million to ~~$280~~$290 million in ~~2023.~~2024. The amount of actual capital expenditures may be affected by general economic, financial, competitive, legislative and regulatory factors, among other things, including raw material constraints.

Dividends and Share Repurchases - In ~~October 2023,~~April 2024, our Board declared a quarterly cash dividend of $0.24 per share, payable on ~~November 29, 2023.~~May 31, 2024. Future dividend payments are dependent on our earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board considers relevant, as well as continued compliance with the financial covenants in our debt agreements.

In February 2024, our Board canceled the remaining $57.5 million under our former share repurchase authorization andapproved a new $350.0 million share repurchase authorization. The 2024 Share Repurchase Program includes capacity above our normal share repurchases activity to provide flexibility in retiring our 2025 Notes at or prior to their May 2025 maturity. The 2024 Share Repurchase Program will expire on August 13, 2025.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

On ~~February 7, 2023,~~March 1, 2024, we entered into the ASR Agreement, in connection with our ~~Board approved the 2023~~previously announced 2024 Share Repurchase Program, ~~under which we are authorized~~with Wells Fargo to repurchase ~~up to $125.0~~$220.0 million of our ~~outstanding~~ common stock. ~~The 2023 Share Repurchase Program will expire~~Under the ASR Agreement, we made an aggregate payment of $220.0 million to Wells Fargo and received an aggregate initial delivery of approximately 6.5 million shares of common stock on ~~August 7, 2024.~~ March 4, 2024, representing approximately 80% of the total shares that are estimated to be repurchased under the ASR Agreement based on the price per share of common stock on that date. On April 23, 2024, we received 1.4 million additional shares of common stock from Wells Fargo in connection with the final settlement of the ASR Agreement.

See Note 10 - Stockholders’ Equity of the Notes to Consolidated Financial Statements for additional details regarding the ASR Agreement.

As of ~~September 24, 2023, we had $87.9~~March 31, 2024, $130.0 million ~~remaining~~remained available for repurchase under the ~~2023~~2024 Share Repurchase Program.

Following is a summary of dividends and share repurchases from fiscal year ~~2022~~2023 through ~~September 24, 2023:~~March 31, 2024:

(dollars in thousands) DIVIDENDS PAID SHARE REPURCHASES TOTAL
Fiscal year 2022 $ 49,736 $ 109,999 $ 159,735
First fiscal quarter 2023 21,014 20,645 41,659
Second fiscal quarter 2023 20,990 15,539 36,529
Third fiscal quarter 2023 20,901 15,956 36,857
Total (1) $ 112,641 $ 162,139 $ 274,780


(dollars in thousands)	DIVIDENDS PAID		SHARE REPURCHASES		TOTAL
Fiscal year 2023	$	83,742	$	70,000	$	153,742
First fiscal quarter 2024	21,075		188,500		209,575


Total (1)	$	104,817	$	258,500	$	363,317

________________

(1)~~Subsequent to September 24, 2023, we repurchased $8.6~~Excludes $44.0 million paid in March 2024 for the repurchase of 1.4 million shares that settled on April 23, 2024 in connection with the ASR Agreement. Also excludes $0.4 million of ~~our common stock through October 31, 2023~~fees recorded in Additional paid-in capital related to repurchases under ~~a Rule 10b5-1 plan.~~the ASR Agreement.

Summary of Cash Flows and Financial Condition

Cash Flows - The following table presents a summary of our cash flows provided by (used in) operating, investing and financing activities for the periods indicated:


		THIRTY-NINE WEEKS ENDED
	THIRTEEN WEEKS ENDED								THIRTEEN WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	SEPTEMBER 24, 2023		SEPTEMBER 25, 2022		(dollars in thousands)	MARCH 31, 2024	MARCH 26, 2023
Net cash provided by operating activities	Net cash provided by operating activities	$	373,553	$	292,579
Net cash used in investing activities	Net cash used in investing activities	(225,535)		(121,455)
Net cash used in financing activities		(147,505)		(170,760)
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	1,331		1,400
Net increase in cash, cash equivalents and restricted cash	Net increase in cash, cash equivalents and restricted cash	$	1,844	$	1,764

Operating Activities - The ~~increase~~decrease in net cash provided by operating activities during the ~~thirty-nine~~thirteen weeks ended ~~September 24, 2023~~March 31, 2024 as compared to the ~~thirty-nine~~thirteen weeks ended ~~September 25, 2022 was primarily due to: (i) higher operational receipts, net of payments, (ii) decreased employee compensation payments and (iii) lower inventory purchases.~~

~~Investing Activities -~~ ~~The increase in net cash used in investing activities during the thirty-nine weeks ended September 24,~~March 26, 2023 ~~as compared to the thirty-nine weeks ended September 25, 2022~~ was primarily due to ~~higher~~changes in working capital ~~expenditures.~~and lower net earnings.

Financing Activities - The ~~decrease in~~ net cash provided by financing activities during the thirteen weeks ended March 31, 2024 was due to net draws on the revolving credit facility exceeding cash used to repurchase common stock and net cash received from the Early Termination Agreements. Net cash used in financing activities during ~~the thirty-nine~~thirteen weeks ended ~~September 24,~~March 26, 2023 ~~as compared to the thirty-nine weeks ended September 25, 2022~~ was primarily due ~~to: (i) a decrease in repurchases of common stock, (ii) higher~~to net ~~proceeds from share-based compensation and (iii) partner equity plan payments during 2022. These decreases were partially offset by higher payments of cash dividends~~repayments on our ~~common stock.~~revolving credit facility.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Financial Condition - Following is a summary of our current assets, current liabilities and working capital (deficit) as of the periods indicated:


(dollars in thousands)	(dollars in thousands)	SEPTEMBER 24, 2023		DECEMBER 25, 2022		(dollars in thousands)	MARCH 31, 2024	DECEMBER 31, 2023
Current assets	Current assets	$	261,125	$	346,577
Current liabilities	Current liabilities	919,821		978,867
Working capital (deficit)	Working capital (deficit)	$	(658,696)	$	(632,290)

Working capital (deficit) includes: (i) Unearned revenue primarily from unredeemed gift cards of ~~$294.1~~$320.0 million and ~~$394.2~~$381.9 million as of ~~September 24, 2023~~March 31, 2024 and December ~~25, 2022,~~31, 2023, respectively, and (ii) current operating lease liabilities of ~~$185.7~~$171.2 million and ~~$183.5~~$175.4 million as of ~~September 24, 2023~~March 31, 2024 and December ~~25, 2022,~~31, 2023, respectively, with the corresponding operating right-of-use assets recorded as non-current on our Consolidated Balance Sheets. We have, and in the future may continue to have, negative working capital balances (as is common for many restaurant companies). We operate successfully with negative working capital because cash collected on restaurant sales is typically received before payment is due on our current liabilities, and our inventory turnover rates require relatively low investment in inventories. Additionally, ongoing cash flows from restaurant operations and gift card sales are typically used to service debt obligations and to make capital expenditures.

Recently Issued Financial Accounting Standards

For a description of recently issued Financial Accounting Standards that we adopted during the thirteen weeks ended ~~September 24, 2023~~March 31, 2024 and, that are applicable to us and likely to have material effect on our consolidated financial statements, but have not yet been adopted, see Note 1 - Description of the Business and Basis of Presentation of the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in commodity prices, labor inflation and foreign currency exchange rates and interest rates. We believe that there have been no material changes in our market risk since December ~~25, 2022.~~31, 2023. See Part II, Item 7A., “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report on Form 10-K for the year ended December ~~25, 2022~~31, 2023 for further information regarding market risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the ~~Securities~~ Exchange Act, ~~of 1934, as amended (the “Exchange Act”),~~ is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~September 24, 2023.~~March 31, 2024.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the thirteen weeks ended ~~September 24, 2023~~March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II: OTHER INFORMATION

Item 1. Legal Proceedings

For a description of our legal proceedings, see Note 15 - Commitments and Contingencies of the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

In addition to the other information discussed in this report, please consider the factors described in Part I, Item 1A., “Risk Factors,” in our ~~2022~~2023 Form 10-K which could materially affect our business, financial condition or future results. There have not been any material changes to the risk factors described in our ~~2022~~2023 Form 10-K, but these are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In connection with the 2025 Notes Partial Repurchase, which is described in further detail within Note 9 - Convertible Senior Notes of the Notes to the Consolidated Financial Statements, the Company delivered to the Noteholders an aggregate amount of 7,489,712 shares of 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 transaction closed on March 5, 2024.

During the thirteen weeks ended March 31, 2024, certain holders of our 2025 Notes elected to convert $0.5 million in aggregate principal amount of 2025 Notes for a combination of $0.5 million in cash and 26,031 shares of common stock. In connection with this conversion, we exercised our rights under certain convertible note hedge transactions and received a proportionate amount of our common stock during the thirteen weeks ended March 31, 2024.

The Company’s shares of common stock issued in connection with the 2025 Notes Partial Repurchase were not registered under the Securities Act, and were issued in reliance on exemptions from the registration requirements thereof provided by Section 4(a)(2) of the Securities Act in transactions by an issuer not involving a public offering. The Company’s shares of common stock issued in connection with the 2025 Notes conversion were not registered under the Securities Act, and were issued in reliance on exemptions from the registration requirements thereof provided by Sections 4(a)(2) and 3(a)(9) of the Securities Act.

There were no other sales of equity securities during the thirteen weeks ended ~~September 24, 2023~~March 31, 2024 that were not registered under the Securities Act.

Share Repurchases - The following table provides information regarding our purchases of common stock during the thirteen weeks ended ~~September 24, 2023:~~March 31, 2024:

REPORTING PERIOD TOTAL NUMBER OF SHARES PURCHASED AVERAGE PRICE PAID PER SHARE TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (1)
June 26, 2023 through July 23, 2023 209,996 $ 27.02 209,996 $ 98,143,201
July 24, 2023 through August 20, 2023 95,577 $ 27.23 95,577 $ 95,540,716
August 21, 2023 through September 24, 2023 284,763 $ 26.97 284,763 $ 87,861,050
Total 590,336 590,336


REPORTING PERIOD	TOTAL NUMBER OF SHARES PURCHASED	AVERAGE PRICE PAID PER SHARE		TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS	APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (1)
January 1, 2024 through January 28, 2024	272,594	$	26.08	272,594	$	62,890,980
January 29, 2024 through February 25, 2024	199,967	$	26.96	199,967	$	57,500,724
February 26, 2024 through March 31, 2024	6,475,350	$	27.18	6,475,350	$	130,000,000
Total	6,947,911			6,947,911

____________________

(1)OnIn February ~~7, 2023,~~2024, our Board cancelled the remaining $57.5 million under the former share repurchase authorization and approved a new share repurchase authorization of up to ~~$125.0~~$350.0 million of our outstanding common stock as announced in our press release issued February ~~16, 2023~~23, 2024 (the ~~“2023~~“2024 Share Repurchase Program”). The ~~2023~~2024 Share Repurchase Program will expire on August 7,13,

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BLOOMIN’ BRANDS, INC.

2025. The remaining share repurchase authorization under the 2024 Share Repurchase Program as of March 31, 2024 gives effect to the full $220.0 million amount of our March 2024 accelerated share repurchase agreement, notwithstanding that final settlement occurred on April 23, 2024.

Item 5. Other Information

Rule 10b5-1 Trading Plans - During the thirteen weeks ended ~~September 24, 2023,~~March 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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~~BLOOMIN’ BRANDS, INC.~~

Item 6. Exhibits

EXHIBIT
NUMBER

DESCRIPTION OF EXHIBITS

FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE

10.1

Agreement, dated as of January 2, 2024, by and among Bloomin’ Brands, Inc, Starboard Value LP and other parties set forth on the signature pages thereto

January 2, 2024, Form 8-K, Exhibit 10.1

10.2

Form of Accelerated Share Repurchase Confirmation

Filed herewith

10.3

Form of Exchange Agreement

Filed herewith

10.4*

Employment Offer Letter Agreement, dated as of April 3, 2024, between Bloomin’ Brands, Inc. and Michael Healy

Filed herewith

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

Furnished herewith

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

Furnished herewith

101.INS

Inline XBRL Instance Document

Filed herewith

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Filed herewith

* Management contract or compensatory plan or arrangement required to be filed as an exhibit.

(1) These certifications are not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. These certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date:	~~November 3, 2023~~May 8, 2024	BLOOMIN’ BRANDS, INC.
		(Registrant)

		By: /s/ Philip Pace
		Philip Pace Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)

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