Edgar Filing: Bloomin' Brands, Inc.

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2018
	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, Florida 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)

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 x NO o

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 x NO o

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 x Accelerated filer o Non-accelerated filer o

Smaller reporting company o Emerging growth company o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

As of October 30, 2018, 91,901,387 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 30, 2018

(Unaudited)

TABLE OF CONTENTS



	PART I — FINANCIAL INFORMATION	Page No.

Item 1.	Financial Statements (Unaudited)	3

	Consolidated Financial Statements:

	Consolidated Balance Sheets — September 30, 2018 and December 31, 2017	3

	Consolidated Statements of Operations and Comprehensive (Loss) Income — For the Thirteen and Thirty-Nine Weeks Ended September 30, 2018 and September 24, 2017	4

	Consolidated Statements of Changes in Stockholders’ Equity — For the Thirty-Nine Weeks Ended September 30, 2018 and September 24, 2017	5

	Condensed Consolidated Statements of Cash Flows — For the Thirty-Nine Weeks Ended September 30, 2018 and September 24, 2017	7

	Notes to Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52

Item 4.	Controls and Procedures	52

	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	53

Item 1A.	Risk Factors	53

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53

Item 6.	Exhibits	54

	Signature	55

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, UNAUDITED)



	SEPTEMBER 30, 2018			DECEMBER 31, 2017
ASSETS
Current assets
Cash and cash equivalents	$	78,615		$	128,263
Current portion of restricted cash and cash equivalents	—			1,280
Inventories	48,515			51,264
Other current assets, net	101,324			179,402
Total current assets	228,454			360,209
Property, fixtures and equipment, net	1,129,347			1,173,414
Goodwill	291,822			310,234
Intangible assets, net	505,855			522,290
Deferred income tax assets, net	76,236			60,486
Other assets, net	119,080			135,261
Total assets	$	2,350,794		$	2,561,894
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	163,738		$	185,461
Accrued and other current liabilities	227,867			270,840
Unearned revenue	202,277			330,756
Current portion of long-term debt	26,767			26,335
Total current liabilities	620,649			813,392
Deferred rent	165,702			160,047
Deferred income tax liabilities	13,845			16,926
Long-term debt, net	1,124,024			1,091,769
Long-term portion of deferred gain on sale-leaseback transactions, net	180,302			188,086
Other long-term liabilities, net	186,130			210,443
Total liabilities	2,290,652			2,480,663
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 30, 2018 and December 31, 2017	—			—
Common stock, $0.01 par value, 475,000,000 shares authorized; 91,853,854 and 91,912,546 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively	919			919
Additional paid-in capital	1,108,636			1,081,813
Accumulated deficit	(915,925		)	(913,191		)
Accumulated other comprehensive loss	(143,276		)	(99,199		)
Total Bloomin’ Brands stockholders’ equity	50,354			70,342
Noncontrolling interests	9,788			10,889
Total stockholders’ equity	60,142			81,231
Total liabilities and stockholders’ equity	$	2,350,794		$	2,561,894

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

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BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)



	THIRTEEN WEEKS ENDED						THIRTY-NINE WEEKS ENDED
	SEPTEMBER 30, 2018			SEPTEMBER 24, 2017			SEPTEMBER 30, 2018			SEPTEMBER 24, 2017
Revenues
Restaurant sales	$	949,400		$	940,012		$	3,063,887		$	3,105,027
Franchise and other revenues	15,621			15,575			49,413			41,729
Total revenues	965,021			955,587			3,113,300			3,146,756
Costs and expenses
Cost of sales	307,493			296,632			982,415			984,510
Labor and other related	289,023			285,325			902,006			907,580
Other restaurant operating	233,744			235,944			725,468			735,480
Depreciation and amortization	50,571			47,826			151,473			142,479
General and administrative	67,691			66,063			212,516			215,059
Provision for impaired assets and restaurant closings	3,962			18,578			15,590			38,253
Total costs and expenses	952,484			950,368			2,989,468			3,023,361
Income from operations	12,537			5,219			123,832			123,395
Loss on extinguishment and modification of debt	—			—			—			(260		)
Other (expense) income, net	(1		)	7,531			(6		)	14,761
Interest expense, net	(11,600		)	(10,705		)	(33,229		)	(29,389		)
Income before (benefit) provision for income taxes	936			2,045			90,597			108,507
(Benefit) provision for income taxes	(3,317		)	(3,248		)	(6,516		)	17,744
Net income	4,253			5,293			97,113			90,763
Less: net income (loss) attributable to noncontrolling interests	181			(290		)	922			1,422
Net income attributable to Bloomin’ Brands	$	4,072		$	5,583		$	96,191		$	89,341

Net income	$	4,253		$	5,293		$	97,113		$	90,763
Other comprehensive (loss) income:
Foreign currency translation adjustment	(16,349		)	6,399			(45,044		)	17,770
Unrealized gain (loss) on derivatives, net of tax	37			370			1,221			(139		)
Reclassification of adjustment for (gain) loss on derivatives included in Net income, net of tax	(51		)	492			328			1,919
Comprehensive (loss) income	(12,110		)	12,554			53,618			110,313
Less: comprehensive income (loss) attributable to noncontrolling interests	423			(306		)	1,504			1,376
Comprehensive (loss) income attributable to Bloomin’ Brands	$	(12,533	)	$	12,860		$	52,114		$	108,937

Earnings per share:
Basic	$	0.04		$	0.06		$	1.04		$	0.91
Diluted	$	0.04		$	0.06		$	1.02		$	0.88
Weighted average common shares outstanding:
Basic	92,202			92,485			92,197			98,137
Diluted	93,324			95,655			94,489			101,497

Cash dividends declared per common share	$	0.09		$	0.08		$	0.27		$	0.24

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

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BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)



	BLOOMIN’ BRANDS, INC.
	COMMON STOCK					ADDITIONAL PAID-IN CAPITAL			ACCUM-ULATED DEFICIT			ACCUMULATED OTHER COMPREHENSIVE LOSS			NON-CONTROLLING INTERESTS			TOTAL
	SHARES		AMOUNT			ADDITIONAL PAID-IN CAPITAL			ACCUM-ULATED DEFICIT			ACCUMULATED OTHER COMPREHENSIVE LOSS			NON-CONTROLLING INTERESTS			TOTAL
Balance, December 31, 2017	91,913		$	919		$	1,081,813		$	(913,191	)	$	(99,199	)	$	10,889		$	81,231
Net income	—		—			—			96,191			—			1,251			97,442
Other comprehensive (loss) income, net of tax	—		—			—			—			(44,077		)	582			(43,495		)
Cash dividends declared, $0.27 per common share	—		—			(25,078		)	—			—			—			(25,078		)
Repurchase and retirement of common stock	(4,371	)	(43		)	—			(98,925		)	—			—			(98,968		)
Stock-based compensation	—		—			16,478			—			—			—			16,478
Common stock issued under stock plans (1)	4,312		43			35,752			—			—			—			35,795
Change in the redemption value of redeemable interests	—		—			(329		)	—			—			—			(329		)
Distributions to noncontrolling interests	—		—			—			—			—			(4,505		)	(4,505		)
Contributions from noncontrolling interests	—		—			—			—			—			1,571			1,571
Balance, September 30, 2018	91,854		$	919		$	1,108,636		$	(915,925	)	$	(143,276	)	$	9,788		$	60,142

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BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)



	BLOOMIN’ BRANDS, INC.
	COMMON STOCK					ADDITIONAL PAID-IN CAPITAL			ACCUM-ULATED DEFICIT			ACCUMULATED OTHER COMPREHENSIVE LOSS			NON-CONTROLLING INTERESTS			TOTAL
	SHARES		AMOUNT			ADDITIONAL PAID-IN CAPITAL			ACCUM-ULATED DEFICIT			ACCUMULATED OTHER COMPREHENSIVE LOSS			NON-CONTROLLING INTERESTS			TOTAL
Balance, December 25, 2016	103,922		$	1,039		$	1,079,583		$	(756,070	)	$	(111,143	)	$	12,654		$	226,063
Net income	—		—			—			89,341			—			1,594			90,935
Other comprehensive income (loss), net of tax	—		—			—			—			19,596			(76		)	19,520
Cash dividends declared, $0.24 per common share	—		—			(23,677		)	—			—			—			(23,677		)
Repurchase and retirement of common stock	(13,807	)	(138		)	—			(272,598		)	—			—			(272,736		)
Stock-based compensation	—					17,969			—			—			—			17,969
Common stock issued under stock plans (1)	1,049		11			4,617			(180		)	—			—			4,448
Change in the redemption value of redeemable interests	—		—			(172		)	—			—			—			(172		)
Purchase of noncontrolling interests, net of tax of $45	—		—			(713		)	—			—			(180		)	(893		)
Distributions to noncontrolling interests	—		—			—			—			—			(4,158		)	(4,158		)
Contributions from noncontrolling interests	—		—			—			—			—			727			727
Cumulative-effect from a change in accounting principle	—		—			—			14,364			—			—			14,364
Other	—		—			—			—			—			419			419
Balance, September 24, 2017	91,164		$	912		$	1,077,607		$	(925,143	)	$	(91,547	)	$	10,980		$	72,809

________________


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

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

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BLOOMIN’ BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS, UNAUDITED)



	THIRTY-NINE WEEKS ENDED
	SEPTEMBER 30, 2018			SEPTEMBER 24, 2017
Cash flows provided by operating activities:
Net income	$	97,113		$	90,763
Adjustments to reconcile Net income to cash provided by operating activities:
Depreciation and amortization	151,473			142,479
Amortization of deferred discounts and issuance costs	1,930			2,240
Amortization of deferred gift card sales commissions	20,151			18,530
Provision for impaired assets and restaurant closings	15,590			38,253
Stock-based and other non-cash compensation expense	19,692			19,775
Deferred income tax (benefit) expense	(1,318		)	3,252
Gain on sale of a business or subsidiary	—			(15,787		)
Loss on extinguishment and modification of debt	—			260
Recognition of deferred gain on sale-leaseback transactions	(9,237		)	(8,836		)
Other, net	2,177			4,690
Change in assets and liabilities	(142,375		)	(72,604		)
Net cash provided by operating activities	155,196			223,015
Cash flows used in investing activities:
Proceeds from disposal of property, fixtures and equipment	10,453			19
Proceeds from sale-leaseback transactions, net	11,332			83,866
Proceeds from sale of a business, net of cash divested	—			38,980
Capital expenditures	(146,288		)	(183,820		)
Other investments, net	200			(1,580		)
Net cash used in investing activities	$	(124,303	)	$	(62,535	)

	(CONTINUED...)

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BLOOMIN’ BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS, UNAUDITED)



	THIRTY-NINE WEEKS ENDED
	SEPTEMBER 30, 2018			SEPTEMBER 24, 2017
Cash flows used in financing activities:
Proceeds from issuance of long-term debt, net	$	1,637		$	124,443
Repayments of long-term debt	(20,164		)	(64,578		)
Proceeds from borrowings on revolving credit facilities, net	378,529			467,500
Repayments of borrowings on revolving credit facilities	(329,700		)	(417,000		)
Proceeds from failed sale-leaseback transactions, net	—			5,942
Proceeds from share-based compensation, net	35,795			4,628
Distributions to noncontrolling interests	(4,505		)	(4,158		)
Contributions from noncontrolling interests	1,571			727
Purchase of limited partnership and noncontrolling interests	(1,619		)	(5,354		)
Repayments of partner deposits and accrued partner obligations	(14,458		)	(11,763		)
Repurchase of common stock	(98,968		)	(272,916		)
Cash dividends paid on common stock	(25,078		)	(23,677		)
Net cash used in financing activities	(76,960		)	(196,206		)
Effect of exchange rate changes on cash and cash equivalents	(4,861		)	1,972
Net decrease in cash, cash equivalents and restricted cash	(50,928		)	(33,754		)
Cash, cash equivalents and restricted cash as of the beginning of the period	129,543			136,186
Cash, cash equivalents and restricted cash as of the end of the period	$	78,615		$	102,432
Supplemental disclosures of cash flow information:
Cash paid for interest	$	31,376		$	27,897
Cash paid for income taxes, net of refunds	9,696			28,134
Supplemental disclosures of non-cash investing and financing activities:
Increase in liabilities from the acquisition of property, fixtures and equipment or capital leases	$	5,075		$	6,375

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

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Description of the Business and Basis of Presentation

Description of the Business - Bloomin’ Brands, Inc., through its subsidiaries (“Bloomin’ Brands” or the “Company”), owns and operates casual, upscale casual and fine dining restaurants. The Company’s restaurant portfolio has four concepts: Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar. Each of the Company’s concepts has additional restaurants in which it has no direct investment and are operated under franchise agreements.

Basis of Presentation - The accompanying interim unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States (“U.S. GAAP”) for complete financial statements. In the opinion of the Company, all adjustments necessary for fair financial statement presentation for the periods presented have been included and are of a normal, recurring nature. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Recently Adopted Financial Accounting Standards - On January 1, 2018, the Company elected to early adopt Accounting Standards Update (“ASU”) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” (“ASU No. 2017-04”) on a prospective basis. ASU No. 2017-04 eliminates the second step of goodwill impairment, which requires a hypothetical purchase price allocation. Under ASU No. 2017-04, goodwill impairment is calculated as the amount a reporting unit’s carrying value exceeds its calculated fair value. The adoption of ASU No. 2017-04 did not impact the Company’s Consolidated Financial Statements. Goodwill and indefinite-lived intangible assets are tested for impairment annually, as of the first day of the second fiscal quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

The Company performed its annual assessment for impairment of goodwill and other indefinite-lived intangible assets during the second quarters of 2018 and 2017. In connection with these assessments, the Company did not record any goodwill or indefinite-lived intangible impairment charges.

On January 1, 2018, the Company adopted ASU No. 2014-09 “Revenue Recognition (Topic 606), Revenue from Contracts with Customers” (“ASU No. 2014-09”) using the full retrospective transition method. ASU No. 2014-09 provides a single source of guidance for revenue arising from contracts with customers. Under ASU No. 2014-09, revenue is recognized in an amount that reflects the consideration an entity expects to receive for the transfer of goods and services. The standard also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. Under the new standard, the Company recognizes gift card breakage proportional to redemptions, which are highest in the Company’s first fiscal quarter. Previously, under the remote method, the majority of breakage revenue was recorded in the Company’s fourth fiscal quarter corresponding with the timing of the original gift card sale. Advertising fees charged to franchisees, which were previously recorded as a reduction to Other restaurant operating expenses, are recognized as Franchise revenue. In addition, initial franchise and renewal fees are recognized over the term of the franchise agreements. In connection with adoption of ASU No. 2014-09, a cumulative effect adjustment of $33.1 million, net of tax, was recorded as a credit to the ending balance of Accumulated deficit as of December 27, 2015.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The following table includes a restatement of the Company’s Consolidated Statement of Operations for the retrospective adoption of ASU No. 2014-09 during the periods indicated:



	THIRTEEN WEEKS ENDED								THIRTY-NINE WEEKS ENDED
	SEPTEMBER 24, 2017								SEPTEMBER 24, 2017
(dollars in thousands, except per share data)	AS REPORTED			2014-09 IMPACT		AS RESTATED			AS REPORTED		2014-09 IMPACT		AS RESTATED
Revenues
Restaurant sales	$	937,852		$	2,160	$	940,012		$	3,093,297	$	11,730	$	3,105,027
Franchise and other revenues	11,047			4,528		15,575			32,407		9,322		41,729
Total revenues	$	948,899		$	6,688	$	955,587		$	3,125,704	$	21,052	$	3,146,756
Costs and expenses
Other restaurant operating	$	231,293		$	4,651	$	235,944		$	723,357	$	12,123	$	735,480
Income from operations	$	3,182		$	2,037	$	5,219		$	114,466	$	8,929	$	123,395
Income before (benefit) provision for income taxes	$	8		$	2,037	$	2,045		$	99,578	$	8,929	$	108,507
(Benefit) provision for income taxes	$	(4,038	)	$	790	$	(3,248	)	$	14,280	$	3,464	$	17,744
Net income	$	4,046		$	1,247	$	5,293		$	85,298	$	5,465	$	90,763
Net income attributable to Bloomin’ Brands	$	4,336		$	1,247	$	5,583		$	83,876	$	5,465	$	89,341

Basic earnings per share	$	0.05		$	0.01	$	0.06		$	0.85	$	0.06	$	0.91
Diluted earnings per share	$	0.05		$	0.01	$	0.06		$	0.83	$	0.05	$	0.88

The following table includes a restatement of the Company’s Consolidated Balance Sheet as of December 31, 2017 for the retrospective adoption of ASU No. 2014-09:



	DECEMBER 31, 2017
(dollars in thousands)	AS REPORTED			2014-09 IMPACT			AS RESTATED
ASSETS
Deferred income tax assets, net	$	71,499		$	(11,013	)	$	60,486
Total assets	$	2,572,907		$	(11,013	)	$	2,561,894
LIABILITIES AND STOCKHOLDERS’ EQUITY
Unearned revenue
Deferred gift card revenue	$	371,455		$	(47,827	)	$	323,628
Deferred loyalty revenue	6,667			—			6,667
Deferred franchise fees - current	105			356			461
Total Unearned revenue	$	378,227		$	(47,471	)	$	330,756
Total current liabilities	$	860,863		$	(47,471	)	$	813,392
Other long-term liabilities, net (1)	$	205,745		$	4,698		$	210,443
Total liabilities	$	2,523,436		$	(42,773	)	$	2,480,663
Bloomin’ Brands stockholders’ equity
Accumulated deficit	$	(944,951	)	$	31,760		$	(913,191	)
Total Bloomin’ Brands stockholders’ equity	$	38,582		$	31,760		$	70,342
Total stockholders’ equity	$	49,471		$	31,760		$	81,231
Total liabilities and stockholders’ equity	$	2,572,907		$	(11,013	)	$	2,561,894

____________________


(1)	Includes the non-current portion of deferred franchise fees.

See Note 2 - Revenue Recognition for required disclosures under ASU No. 2014-09.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Effective July 2, 2018, the Company adopted ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU No. 2017-12”), which provides guidance for reporting the economic results of hedging activities and simplifies the disclosures of risk exposures and hedging strategies. Upon adoption, the Company revised its accounting policies and certain disclosures, however there was no impact on its Consolidated Financial Statements. For derivatives that qualify for hedge accounting, any gain or loss on the derivative instrument is recognized in equity as a change to Accumulated other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. See Note 12 - Derivative Instruments and Hedging Activities for required disclosures under ASU No. 2017-12.

Recently Issued Financial Accounting Standards Not Yet Adopted - In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02: Leases (Topic 842) (“ASU No. 2016-02”). ASU No. 2016-02 requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. In July 2018, the FASB issued ASU No. 2018-11: Leases (Topic 842): Targeted Improvements (“ASU No. 2018-11”), that allows for an additional transition method, which permits use of the effective date of adoption as the date of initial application of ASU No. 2016-02 without restating comparative period financial statements. ASU No. 2016-02 and ASU No. 2018-11 are effective for the Company in 2019 and the Company will adopt ASU No. 2016-02 using the transition method allowable under ASU No. 2018-11. The Company plans to elect a transition package including practical expedients that require application to comparative periods but do not require it to reassess the classification and initial direct costs of expired or existing contracts and leases. In preparation for adoption, the Company is in the process of implementing a new lease accounting system and is assessing the overall impact of adoption on its financial statements and internal control over financial reporting. Adoption of ASU No. 2016-02 is expected to have an impact on the Company’s Consolidated Balance Sheet due to recognition of right-of-use assets and lease liabilities related to real estate and equipment under operating lease agreements. The adoption will result in a credit to the beginning balance of Accumulated Deficit to derecognize deferred gains on sale-leaseback transactions and a corresponding debit for the related deferred tax assets. At September 30, 2018, deferred gains on sale-leaseback transactions and their related deferred tax assets were $192.7 million and $49.6 million, respectively. There will also be an increase to Other restaurant operating expense in future periods since the Company will not recognize these deferred gains through its statements of operations over the corresponding lease term. During the thirty-nine weeks ended September 30, 2018, the Company recorded $9.2 million of sale-leaseback deferred gain amortization. The Company’s evaluation of ASU No. 2016-02 is ongoing and may identify additional impacts on its Consolidated Financial Statements and related disclosures.

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.

2. Revenue Recognition

The Company records food and beverage revenues, net of discounts and taxes, upon delivery to the customer. Franchise-related revenues are included in Franchise and other revenues in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income. Royalties, which are a percentage of net sales of the franchisee, are recognized as revenue in the period which the sales are reported to have occurred.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

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



	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
	SEPTEMBER 30, 2018		SEPTEMBER 24, 2017		SEPTEMBER 30, 2018		SEPTEMBER 24, 2017
(dollars in thousands)			(Restated) (1)				(Restated) (1)
Revenues
Restaurant sales	$	949,400	$	940,012	$	3,063,887	$	3,105,027
Franchise and other revenues:
Franchise revenue	$	12,534	$	12,400	$	39,883	$	33,062
Other revenue	3,087		3,175		9,530		8,667
Total Franchise and other revenues	$	15,621	$	15,575	$	49,413	$	41,729
Total revenues	$	965,021	$	955,587	$	3,113,300	$	3,146,756

____________________


(1)	See Note 1 - Description of the Business and Basis of Presentation for details of the impact of implementing ASU No. 2014-09.

The following tables include the disaggregation of Restaurant sales and Franchise revenue, by restaurant concept and major international market, for the periods indicated:



	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
	SEPTEMBER 30, 2018				SEPTEMBER 30, 2018
(dollars in thousands)	RESTAURANT SALES		FRANCHISE REVENUE		RESTAURANT SALES		FRANCHISE REVENUE
U.S.
Outback Steakhouse (1)	$	498,390	$	9,583	$	1,591,588	$	30,814
Carrabba’s Italian Grill (1)	148,513		154		485,894		458
Bonefish Grill	135,691		218		441,594		691
Fleming’s Prime Steakhouse & Wine Bar	64,652		—		218,954		—
Other	1,591		—		4,088		—
U.S. Total	$	848,837	$	9,955	$	2,742,118	$	31,963
International
Outback Steakhouse-Brazil	$	81,193	$	—	$	264,125	$	—
Other	19,370		2,579		57,644		7,920
International Total	$	100,563	$	2,579	$	321,769	$	7,920
Total	$	949,400	$	12,534	$	3,063,887	$	39,883

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued



	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
	SEPTEMBER 24, 2017				SEPTEMBER 24, 2017
(dollars in thousands)	RESTAURANT SALES		FRANCHISE REVENUE		RESTAURANT SALES		FRANCHISE REVENUE
U.S.	(Restated) (2)		(Restated) (2)		(Restated) (2)		(Restated) (2)
Outback Steakhouse (1)	$	478,637	$	9,573	$	1,609,172	$	24,538
Carrabba’s Italian Grill (1)	150,943		157		501,965		402
Bonefish Grill	136,134		190		450,521		707
Fleming’s Prime Steakhouse & Wine Bar	60,208		—		208,083		—
Other	154		—		154		—
U.S. Total	$	826,076	$	9,920	$	2,769,895	$	25,647
International
Outback Steakhouse-Brazil	$	95,344	$	—	$	282,035	$	—
Other	18,592		2,480		53,097		7,415
International Total	$	113,936	$	2,480	$	335,132	$	7,415
Total	$	940,012	$	12,400	$	3,105,027	$	33,062

____________________


(1)	In 2017, the Company sold 53 Outback Steakhouse restaurants and one Carrabba’s Italian Grill restaurant, which are now operated as franchises.


(2)	See Note 1 - Description of the Business and Basis of Presentation for details of the impact of implementing ASU No. 2014-09.

Gift Card Revenue - Proceeds from the sale of gift cards, which do not have expiration dates, are recorded as deferred revenue and recognized as revenue upon redemption by the customer. Gift cards sold at a discount are recorded as revenue upon redemption of the associated gift cards at an amount net of the related discount. Gift card breakage, the amount of gift cards which will not be redeemed, is recognized using estimates based on historical redemption patterns. If actual redemptions vary from the estimated breakage, gift card breakage income may differ from the amount recorded. The Company periodically updates its estimates used for breakage. Gift card sales that are accompanied by a bonus card to be used by the customer at a future visit result in a separate deferral of a portion of the original gift card sale. Revenue is recorded when the bonus card is redeemed at the estimated fair market value of the bonus card. Approximately 86% of the current deferred gift card revenue is expected to be recognized over the next 12 months.

Gift card sales commissions paid to third-party providers are initially capitalized and subsequently amortized to Other restaurant operating expenses based on historical gift card redemption patterns.

Advertising Fees - Advertising fees charged to franchisees are recognized as Franchise revenue in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.

Franchise Fees - Initial franchise and renewal fees are recognized over the term of the franchise agreement and renewal period, respectively. The weighted average remaining term of franchise agreements and renewal periods was approximately 15 years as of September 30, 2018.

Loyalty Program - The Company maintains a customer loyalty program, Dine Rewards, in the U.S., where customers have the ability to earn a reward after a number of qualified visits. The Company has developed an estimated value of the partial reward earned from each qualified visit, which is recorded as deferred revenue. Each reward has a maximum value and must be redeemed within three months of earning such reward. The revenue associated with the fair value of the qualified visit is recognized upon the earlier of redemption or expiration of the reward. The Company applies the practical expedient to exclude disclosures regarding loyalty program remaining performance obligations which have original expected durations of one year or less.

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 30, 2018		DECEMBER 31, 2017
Other current assets, net
Deferred gift card sales commissions (1)	$	7,910	$	16,231

Unearned revenue
Deferred gift card revenue (1)	$	193,283	$	323,628
Deferred loyalty revenue	8,535		6,667
Deferred franchise fees - current (1)	459		461
Total Unearned revenue	$	202,277	$	330,756

Other long-term liabilities, net
Deferred franchise fees - non-current (1)	$	4,761	$	4,698

____________________


(1)	See Note 1 - Description of the Business and Basis of Presentation for details of the impact of implementing ASU No. 2014-09 on the Company’s Consolidated Balance Sheet as of December 31, 2017.

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



	THIRTEEN WEEKS ENDED						THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 30, 2018			SEPTEMBER 24, 2017			SEPTEMBER 30, 2018			SEPTEMBER 24, 2017
Balance, beginning of period	$	9,175		$	9,418		$	16,231		$	15,584
Deferred gift card sales commissions amortization	(4,932		)	(4,774		)	(20,151		)	(18,530		)
Deferred gift card sales commissions capitalization	4,029			3,763			13,287			12,553
Other	(362		)	(1,060		)	(1,457		)	(2,260		)
Balance, end of period	$	7,910		$	7,347		$	7,910		$	7,347

The Company applies the portfolio approach practical expedient to account for gift card contracts and performance obligations. The following table is a rollforward of unearned gift card revenue for the periods indicated:



	THIRTEEN WEEKS ENDED						THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 30, 2018			SEPTEMBER 24, 2017			SEPTEMBER 30, 2018			SEPTEMBER 24, 2017
Balance, beginning of period	$	213,286		$	201,805		$	323,628		$	331,803
Gift card sales	54,477			54,392			189,599			193,638
Gift card redemptions	(71,146		)	(74,061		)	(304,198		)	(329,696		)
Gift card breakage (1)	(3,334		)	(4,008		)	(15,746		)	(17,617		)
Balance, end of period	$	193,283		$	178,128		$	193,283		$	178,128

____________________


(1)	See Note 1 - Description of the Business and Basis of Presentation for details of the impact of implementing ASU No. 2014-09 for the thirteen and thirty-nine weeks ended September 24, 2017.

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

3. Impairments and Exit Costs

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



	THIRTEEN WEEKS ENDED					THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 30, 2018			SEPTEMBER 24, 2017		SEPTEMBER 30, 2018		SEPTEMBER 24, 2017
Impairment losses
U.S.	$	1,330		$	12,339	$	1,725	$	13,272
International	—			1,903		6,597		1,903
Total impairment losses	$	1,330		$	14,242	$	8,322	$	15,175
Restaurant closure expenses
U.S.	$	2,650		$	4,336	$	3,672	$	23,078
International	(18		)	—		3,596		—
Total restaurant closure expenses	$	2,632		$	4,336	$	7,268	$	23,078
Provision for impaired assets and restaurant closings	$	3,962		$	18,578	$	15,590	$	38,253

Closure Initiatives - Since February 2017, the Company decided to close certain underperforming restaurants in the U.S. and certain Abbraccio restaurants outside of the core markets of São Paulo and Rio de Janeiro in Brazil and in 2016 the Company decided to close certain Bonefish Grill restaurants (collectively, the “Closure Initiatives”). Following is a summary of expenses related to the Closure Initiatives recognized in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for the periods indicated:



	INCOME STATEMENT LOCATION	THIRTEEN WEEKS ENDED					THIRTY-NINE WEEKS ENDED
(dollars in thousands)	INCOME STATEMENT LOCATION	SEPTEMBER 30, 2018			SEPTEMBER 24, 2017		SEPTEMBER 30, 2018			SEPTEMBER 24, 2017
Impairment, facility closure and other expenses (1)	Provision for impaired assets and restaurant closings	$	2,370		$	3,772	$	4,002		$	21,784
Severance and other expenses	General and administrative	338			—		570			2,948
Reversal of deferred rent liability	Other restaurant operating	(469		)	—		(616		)	(4,761		)
Total		$	2,239		$	3,772	$	3,956		$	19,971

________________


(1)	The Company recognized asset impairment and closure charges within the International segment related to the Closure Initiatives of $1.0 million during the thirty-nine weeks ended September 30, 2018 and $1.9 million during the thirteen and thirty-nine weeks ended September 24, 2017. All other asset impairment and closure charges for the periods presented were recognized within the U.S. segment.

International Restructuring - During the thirty-nine weeks ended September 30, 2018, the Company recognized asset impairment and closure charges of $9.1 million related to the restructuring of certain international markets, including China.

Surplus Properties - During the thirteen and thirty-nine weeks ended September 24, 2017, the Company recognized impairment charges of $9.5 million within the U.S. segment in connection with the remeasurement of certain surplus properties currently leased to the owners of its former restaurant concepts.

The remaining restaurant impairment and closing charges resulted primarily from locations identified for remodel, relocation or closure.

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Projected Future Expenses and Cash Expenditures - The Company expects to incur additional charges for the Closure Initiatives through Q3 2019, including costs associated with lease obligations, employee terminations and other closure-related obligations. Following is a summary of remaining estimated pre-tax expense and future cash expenditures, by type, as of September 30, 2018:



Estimated future expense (dollars in millions)	CLOSURE INITIATIVES
Lease related liabilities, net of subleases	$	2.0	to	$	2.4
Employee severance and other obligations	0.2		to	0.4
Total estimated future expense	$	2.2	to	$	2.8

Total estimated future cash expenditures (dollars in millions) (1)	$	21.6	to	$	26.5

________________


(1)	Future cash expenditures for the Closure Initiatives, primarily related to lease liabilities, are expected to occur over the remaining lease terms with the final term ending in January 2029.

Accrued Facility Closure and Other Costs Rollforward - The following table summarizes the Company’s accrual activity related to facility closure and other costs, primarily associated with the Closure Initiatives, during the thirty-nine weeks ended September 30, 2018:



	THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 30, 2018
Balance, beginning of the period	$	22,709
Charges	11,147
Cash payments	(11,805		)
Adjustments	(3,879		)
Balance, end of the period (1)	$	18,172

________________


(1)	As of September 30, 2018, the Company had exit-related accruals of $5.3 million recorded in Accrued and other current liabilities and $12.9 million recorded in Other long-term liabilities, net in the Consolidated Balance Sheet.

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

4. Earnings Per Share

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



	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
	SEPTEMBER 30, 2018		SEPTEMBER 24, 2017		SEPTEMBER 30, 2018		SEPTEMBER 24, 2017
(in thousands, except per share data)			(Restated) (1)				(Restated) (1)
Net income attributable to Bloomin’ Brands	$	4,072	$	5,583	$	96,191	$	89,341

Basic weighted average common shares outstanding	92,202		92,485		92,197		98,137

Effect of diluted securities:
Stock options	799		2,781		1,870		2,948
Nonvested restricted stock and restricted stock units	323		389		409		392
Nonvested performance-based share units	—		—		13		20
Diluted weighted average common shares outstanding	93,324		95,655		94,489		101,497

Basic earnings per share	$	0.04	$	0.06	$	1.04	$	0.91
Diluted earnings per share	$	0.04	$	0.06	$	1.02	$	0.88

____________________


(1)	See Note 1 - Description of the Business and Basis of Presentation for details of the Net income and Earnings per share impact of implementing ASU No. 2014-09.

Dilutive securities outstanding not included in the computation of earnings per share because their effect was antidilutive were as follows, for the periods indicated:



	THIRTEEN WEEKS ENDED		THIRTY-NINE WEEKS ENDED
(shares in thousands)	SEPTEMBER 30, 2018	SEPTEMBER 24, 2017	SEPTEMBER 30, 2018	SEPTEMBER 24, 2017
Stock options	3,802	6,065	2,628	5,663
Nonvested restricted stock and restricted stock units	259	179	129	174
Nonvested performance-based share units	214	134	191	256

5. Stock-based Compensation Plans

The Company recognized stock-based compensation expense as follows:



	THIRTEEN WEEKS ENDED					THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 30, 2018		SEPTEMBER 24, 2017			SEPTEMBER 30, 2018		SEPTEMBER 24, 2017
Stock options	$	1,533	$	2,705		$	5,059	$	8,404
Restricted stock and restricted stock units	2,323		2,527			7,110		7,769
Performance-based share units	1,309		(235		)	3,779		1,001
	$	5,165	$	4,997		$	15,948	$	17,174

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The following table presents a summary of the Company’s stock option activity:



(in thousands, except exercise price and contractual life)	OPTIONS		WEIGHTED-AVERAGE EXERCISE PRICE		WEIGHTED-AVERAGE REMAINING CONTRACTUAL LIFE (YEARS)	AGGREGATE INTRINSIC VALUE
Outstanding as of December 31, 2017	10,051		$	14.89	5.2	$	71,373
Granted	488		$	24.01
Exercised	(3,926	)	$	10.02
Forfeited or expired	(265	)	$	21.24
Outstanding as of September 30, 2018	6,348		$	18.34	5.9	$	20,051
Exercisable as of September 30, 2018	4,125		$	17.72	4.7	$	16,314

Assumptions used in the Black-Scholes option pricing model and the weighted-average fair value of option awards granted were as follows:



	THIRTY-NINE WEEKS ENDED
	SEPTEMBER 30, 2018			SEPTEMBER 24, 2017
Assumptions:
Weighted-average risk-free interest rate (1)	2.66		%	1.92		%
Dividend yield (2)	1.50		%	1.84		%
Expected term (3)	5.8 years			6.3 years
Weighted-average volatility (4)	32.76		%	33.72		%

Weighted-average grant date fair value per option	$	7.23		$	5.09

________________


(1)	Risk-free interest rate is the U.S. Treasury yield curve in effect as of the grant date for periods within the expected term of the option.


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


(3)	Expected term represents the period of time that the options are expected to be outstanding. The Company estimates the expected term based on historical exercise experience for its stock options.


(4)	Based on the historical volatility of the Company’s stock.

The following represents stock option compensation information for the periods indicated:



	THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 30, 2018		SEPTEMBER 24, 2017
Intrinsic value of options exercised	$	52,001	$	7,752
Excess tax benefits for tax deductions related to the exercise of stock options	$	8,316	$	1,257
Cash received from option exercises, net of tax withholding	$	39,329	$	7,095

During the thirty-nine weeks ended September 30, 2018, the Company made grants to its employees of 0.4 million time-based restricted stock units and 0.2 million performance-based share units. As of September 30, 2018, the maximum number of shares of common stock available for issuance pursuant to the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan was 4,418,256.

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The following represents unrecognized stock compensation expense and the remaining weighted-average vesting period as of September 30, 2018:



	UNRECOGNIZED COMPENSATION EXPENSE (dollars in thousands)		REMAINING WEIGHTED-AVERAGE VESTING PERIOD (in years)
Stock options	$	9,718	2.4
Restricted stock units	$	17,181	2.6
Performance-based share units	$	7,925	1.1

6. Other Current Assets, Net

Other current assets, net, consisted of the following:



(dollars in thousands)	SEPTEMBER 30, 2018		DECEMBER 31, 2017
Prepaid expenses	$	43,150	$	40,688
Accounts receivable - gift cards, net	11,358		66,361
Accounts receivable - vendors, net	5,307		19,483
Accounts receivable - franchisees, net	2,912		2,017
Accounts receivable - other, net	15,546		22,808
Deferred gift card sales commissions (1)	7,910		16,231
Assets held for sale	6,510		6,217
Other current assets, net	8,631		5,597
	$	101,324	$	179,402

_______________


(1)	See Note 1 - Description of the Business and Basis of Presentation for details of the impact of implementing ASU No. 2014-09 on the Company’s Consolidated Balance Sheet as of December 31, 2017.

7. Other Assets, Net

Other assets, net, consisted of the following:



(dollars in thousands)	SEPTEMBER 30, 2018		DECEMBER 31, 2017
Company-owned life insurance	$	63,780	$	73,818
Deferred financing fees (1)	6,980		8,232
Liquor licenses	24,198		24,659
Other assets	24,122		28,552
	$	119,080	$	135,261

________________


(1)	Net of accumulated amortization of $4.7 million and $4.1 million as of September 30, 2018 and December 31, 2017, respectively.

8. Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:



(dollars in thousands)	SEPTEMBER 30, 2018		DECEMBER 31, 2017
Accrued payroll and other compensation	$	94,973	$	113,636
Accrued insurance	23,245		23,482
Other current liabilities	109,649		133,722
	$	227,867	$	270,840

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

9. Long-term Debt, Net

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



	SEPTEMBER 30, 2018					DECEMBER 31, 2017
(dollars in thousands)	OUTSTANDING BALANCE			INTEREST RATE		OUTSTANDING BALANCE			INTEREST RATE
Senior Secured Credit Facility:
Term loan A (1)	$	481,250		3.95	%	$	500,000		3.27	%
Revolving credit facility (1)	650,000			3.95	%	600,000			3.26	%
Total Senior Secured Credit Facility	$	1,131,250				$	1,100,000
Financing obligations	19,566			7.57% to 7.82%		19,579			7.52% to 7.82%
Capital lease obligations	2,732					2,015
Other notes payable	959			0.00% to 2.18%		904			0.00% to 2.18%
Less: unamortized debt discount and issuance costs	(3,716		)			(4,394		)
Total debt, net	$	1,150,791				$	1,118,104
Less: current portion of long-term debt	(26,767		)			(26,335		)
Long-term debt, net	$	1,124,024				$	1,091,769

________________


(1)	Represents the weighted-average interest rate for the respective period.

Debt Covenants - As of September 30, 2018 and December 31, 2017, the Company was in compliance with its debt covenants.

10. Other Long-term Liabilities, Net

Other long-term liabilities, net, consisted of the following, as of the periods indicated:



(dollars in thousands)	SEPTEMBER 30, 2018		DECEMBER 31, 2017
Accrued insurance liability	$	35,269	$	35,945
Unfavorable leases (1)	33,567		36,661
Chef and Restaurant Managing Partner deferred compensation obligations and deposits	66,470		81,083
Other long-term liabilities (2)	50,824		56,754
	$	186,130	$	210,443

_______________


(1)	Net of accumulated amortization of $35.9 million and $34.0 million as of September 30, 2018 and December 31, 2017, respectively.


(2)	See Note 1 - Description of the Business and Basis of Presentation for details of the impact of implementing ASU No. 2014-09 on the Company’s Consolidated Balance Sheet as of December 31, 2017.


11.	Stockholders’ Equity

Share Repurchases - On February 16, 2018, the Company’s Board of Directors (the “Board”) canceled the remaining $55.0 million of authorization under the 2017 Share Repurchase Program and approved a new $150.0 million authorization (the “2018 Share Repurchase Program”). The 2018 Share Repurchase Program will expire on August 16, 2019. As of September 30, 2018, $51.0 million remained available for repurchase under the 2018 Share Repurchase Program.

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Following is a summary of the shares repurchased under the Company’s share repurchase program during fiscal year 2018:



	NUMBER OF SHARES (in thousands)	AVERAGE REPURCHASE PRICE PER SHARE		AMOUNT (dollars in thousands)
First fiscal quarter	2,116	$	24.10	$	50,996
Second fiscal quarter	1,287	$	23.31	30,004
Third fiscal quarter	968	$	18.57	17,968
Total common stock repurchases	4,371