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Bloomin' Brands, Inc.

For the period ended Jun 29, 2025. Filed Aug 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 29, 2025 · Filed Aug 7, 2025

BLMN$9.75-6.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-30; filed 2025-05-08.

0001546417-25-000103

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

Current report: 10-Q

Period ended 2025-06-29; filed 2025-08-07.

0001546417-25-000111

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 122 previous paragraphs and 150 current paragraphs.

80 unchanged; 38 reworded; 28 added; 3 removed; 1 previous and 4 current paragraphs rearranged.

Tables are not compared: 14 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (28)

Current report

•Diluted earnings per share of $0.29 as compared to $0.28 for the second quarter of 2024.

Current report

Other restaurant operating expense increased as a percentage of Restaurant sales primarily due to 0.8% from higher restaurant-level operating and supply expenses, mainly due to inflation, and 0.5% from higher insurance expense. These increases were partially offset by decreases as a percentage of Restaurant sales of 0.6% from lower advertising expense and 0.3% from an increase in average check per person.

Current report

Depreciation and amortization expense increased primarily due to new restaurant development.

Current report

Provision for impaired assets and restaurant closings decreased primarily due to lapping impairment and closure charges in connection with the Q2 2024 decision to close nine restaurants in Hong Kong and the 2023 Restaurant Closures.

Current report

Interest expense, netdecreased primarily due to interest income on the second installment receivable related to the Brazil Sale Transaction.

Current report

(Benefit) provision for income taxes for the thirteen weeks ended June 29, 2025 and June 30, 2024 includes the impact of changes to the estimate of forecasted annual pre-tax book income relative to the prior quarter in each respective year and the benefit of FICA tax credits on certain tipped wages.

Current report

Twenty-six weeks ended June 29, 2025 as compared to twenty-six weeks ended June 30, 2024

Current report

Depreciation and amortization expense increased primarily due to restaurant development.

Current report

General and administrative expense increased primarily due to costs associated with our foreign currency forward contracts and severance partially offset by lower compensation and related expenses.

Current report

Provision for impaired assets and restaurant closings decreased primarily due to lapping impairment and closure charges in connection with the 2023 Restaurant Closures and the Q2 2024 decision to close nine restaurants in Hong Kong.

Current report

Interest expense, netdecreased primarily due to interest income on the second installment receivable related to the Brazil Sale Transaction.

Current report

(1)The increase during the thirteen weeks ended June 29, 2025 compared to the thirteen weeks ended June 30, 2024 was primarily due to the net impact of restaurant openings and closures. The increase during the twenty-six weeks ended June 29, 2025 compared to the twenty-six weeks ended June 30, 2024 was primarily due to the net impact of restaurant openings and closures partially offset by lower comparable restaurant sales.

Current report

Our significant accounting policies are described in Note 2 -Summary of Significant Accounting Policiesin our Annual Report on Form 10-K for the year ended December 29, 2024.

Current report

We prepare our condensed consolidated financial statements in conformity with U.S. GAAP. The preparation of these financial statements requires the use of estimates, judgments, and assumptions. Our critical accounting estimates and assumptions related to goodwill and indefinite-lived intangible assets are described below. We have included an update to our critical accounting estimates as we performed our annual impairment test and noted decreased fair values. See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 29, 2024 for a discussion of our other critical accounting estimates and assumptions.

Current report

Goodwill and Indefinite-Lived Intangible Assets -Goodwill and indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually in the second fiscal quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Current report

We may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired.

Current report

If the qualitative assessment is not performed or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds the carrying value, a quantitative assessment is performed. Fair value of a reporting unit is estimated by utilizing a weighted average of the income approach, typically using a discounted cash flow model, and the market approach, including the guideline public company method and guideline transaction method.

Current report

We estimate the fair value of trade names using the relief-from-royalty method, which requires assumptions related to projected system-wide sales, market royalty rates and discount rates.

Current report

The carrying value of the reporting unit or trade name is compared to its estimated fair value, with any excess of carrying value over fair value deemed to be an impairment.

Current report

The carrying values of goodwill and trade names as of June 29, 2025 were $213.3 million and $414.7 million, respectively. During the second quarter of 2025, we performed a quantitative impairment analysis due to the recent decline in our stock price and market capitalization. We used a combination of the income and market approaches, weighted 50% each, to determine the fair value of the reporting units. Some of the more significant estimates and assumptions included cash flow estimates (including sales and operating profit), long-term growth rates, discount rates that appropriately reflect the risks inherent in cash flow estimates, and market multiples. These estimates are subjective, and our ability to achieve the forecasted cash flows used in our fair value calculations is affected by factors such as the success of strategic initiatives, changes in economic conditions, changes in our operating performance and changes in our business strategies.

Current report

The goodwill analysis indicated that all reporting units had fair values that exceeded their carrying values. However, the Outback Steakhouse and Bonefish Grill reporting units had fair values that decreased to approximately 10% above their respective carrying values (“cushion”) while the other reporting units had cushions that were above 20%. The carrying values of goodwill for Outback Steakhouse and Bonefish Grill as of June 29, 2025 were $123.2 million and$28.2 million, respectively. The fair value for the Outback Steakhouse and Bonefish Grill reporting units decreased primarily due to lower cash flow estimates, increased discount rates, lower market multiples and additionally for Bonefish Grill, a lower long-term growth rate. The discount rates for Outback Steakhouse and Bonefish Grill include a higher risk premium to reflect the elevated risk in management’s forecasted cash flows.

Current report

In addition, we considered the reasonableness of the fair value of the reporting units by assessing the implied enterprise value control premiums based on our market capitalization. We determined that the implied control premium was reasonable, which corroborates our fair value estimates for its reporting units.

Current report

Assumptions used in the quantitative approach are made at a point in time and require significant judgement. They are subject to change based on facts and circumstances present at the impairment test date. However, it is reasonably possible that changes in assumptions could occur. As a sensitivity measure, the following table summarizes the changes to the fair value of our Outback Steakhouse and Bonefish Grill reporting units if the discount rate or the long-term growth rate used to estimate fair value would have been increased (decreased) by the amounts stated in the table below, only for the discounted cash flow method. These estimated changes in fair value are not necessarily representative of the actual impairment that would be recorded in the event of a fair value decline.

Current report

(1)The cushions for Outback Steakhouse and Bonefish Grill are reduced by 62% and 36%, respectively, as a result of increasing the discount rate by 100 basis points. The cushions for Outback Steakhouse and Bonefish Grill are reduced by 18% and 13%, respectively, as a result of decreasing the long-term growth rate by 50 basis points.

Current report

The quantitative impairment analysis for indefinite-lived intangible assets indicated that all trade names had fair values exceeding their carrying values; however, the Outback Steakhouse trade name’s cushion decreased to approximately 15% while the other trade names had cushions that were above 20%. The carrying value of the Outback Steakhouse trade name as of June 29, 2025 was $287.0 million. Similar to the goodwill analysis, the fair value of the Outback Steakhouse trade name decreased primarily due to lower projected system-wide sales and an increased discount rate.

Current report

As a result of the decreased fair values, the Outback Steakhouse and Bonefish Grill reporting units and the Outback Steakhouse trade name are at a higher risk of future impairments if any assumptions, estimates, or market factors change in the future.
Removed paragraphs (3)

Previous report

•Diluted earnings per share of $0.50 as compared to $(1.00) for the first quarter of 2024.

Previous report

(1)The decrease was primarily due to lower comparable restaurant sales and the net impact of restaurant closures and openings.
Reworded paragraphs (38)

Previous wording

We are one of the largest casual dining restaurant companies in the world with a portfolio of leading, differentiated restaurant concepts. As of March 30, 2025, we owned and operated 980 restaurants and franchised 486 restaurants across 46 states, Guam and 12 countries. Our restaurant portfolio includes: Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar.

Current wording

We are one of the largest casual dining restaurant companies in the world with a portfolio of leading, differentiated restaurant concepts. As of June 29, 2025, we owned and operated 985 restaurants and franchised 494 restaurants across 46 states, Guam and 12 countries. Our restaurant portfolio includes: Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar.

Previous wording

Financial Overview -Our financial overview for the thirteen weeks ended March 30, 2025 from continuing operations includes the following:

Current wording

Financial Overview -Our financial overview for the thirteen weeks ended June 29, 2025 includes the following:

Previous wording

•U.S. combined and Outback Steakhouse comparable restaurant sales of (0.5)% and (1.3)%, respectively;

Current wording

•U.S. combined and Outback Steakhouse comparable restaurant sales of (0.1)% and (0.6)%, respectively;

Previous wording

•Decrease in Total revenues of (1.8)% as compared to the first quarter of 2024;

Current wording

•Increase in Total revenues of 0.3% as compared to the second quarter of 2024;

Previous wording

•Operating income and restaurant-level operating margins of 5.5% and 13.9%, respectively, as compared to 6.6% and 15.4%, respectively, for the first quarter of 2024;

Current wording

•Operating income and restaurant-level operating margins of 3.0% and 12.0%, respectively, as compared to 4.4% and 14.0%, respectively, for the second quarter of 2024;

Previous wording

•Operating income of $57.2 million as compared to $70.9 million in the first quarter of 2024; and

Current wording

•Operating income of $29.7 million as compared to $44.1 million in the second quarter of 2024; and

Previous wording

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. Our restaurant-level operating margin is expressed as the percentage of our Restaurant sales that Food and beverage costs, Labor and other related expense and Other restaurant operating expense (including advertising expenses) represent, in each case as such items are reflected in our Consolidated Statements of Operations and Comprehensive Income (Loss). 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:

Current wording

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. Our restaurant-level operating margin is expressed as the percentage of our Restaurant sales that Food and beverage costs, Labor and other related expense and Other restaurant operating expense (including advertising expenses) represent, in each case as such items are reflected in our Consolidated Statements of Operations and Comprehensive Income (Loss). The following categories of revenue and operating expenses are not included in restaurant-level operating income and the corresponding margin because we do not consider them reflective of operating performance at the restaurant-level within a period:

Previous wording

(1)Following the close of the Brazil Sale Transaction on December 30, 2024, all restaurants in that market operate as unconsolidated franchisees and the related store count is no longer reported on a one-month lag. See Note 2 -Discontinued Operations of the Notes to Consolidated Financial Statements for further details. The March 31, 2024 restaurant counts for Brazil, are reported as of February 29, 2024, to correspond with the balance sheet date of this subsidiary.

Current wording

(1)The June 30, 2024 restaurant counts for Brazil, are reported as of May 31, 2024, to correspond with the balance sheet date of this subsidiary. Following the close of the Brazil Sale Transaction on December 30, 2024, all restaurants in that market operate as unconsolidated franchisees and the related store count is no longer reported on a one-month lag. See Note 2 -Discontinued Operations of the Notes to Consolidated Financial Statements for further details.

Previous wording

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

Current wording

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

Previous wording

(2)Includes restaurant sales from 25 new restaurants not included in our comparable restaurant sales base.

Current wording

(1)The thirteen and twenty-six weeks ended June 29, 2025 include restaurant sales from 32 new restaurants not included in our comparable restaurant sales base.

Previous wording

(1)Includes the restaurant sales impact from the closure of 58 restaurants since December 31, 2023.

Current wording

(2)The thirteen and twenty-six weeks ended June 29, 2025 include the restaurant sales impact from the closure of 23 and 60 restaurants since March 31, 2024 and December 31, 2023, respectively.

Previous wording

Food and beverage cost increased as a percentage of Restaurant sales primarily due to 0.9% from unfavorable product cost mix and 0.7% from commodity inflation. These increases were partially offset by decreases as a percentage of Restaurant sales of 1.1% in menu pricing and 0.3% from cost-saving and productivity initiatives.

Current wording

Food and beverage cost increased as a percentage of Restaurant sales primarily due to 1.1% from commodity inflation and 0.2% from unfavorable product cost mix. These increases were partially offset by decreases as a percentage of Restaurant sales of 0.9% from an increase in average check per person, primarily due to menu pricing, and 0.3% from cost-saving and productivity initiatives.

Previous wording

Labor and other related expense increased as a percentage of Restaurant sales primarily due to 1.1% from higher hourly and field management labor costs, mainly due to wage rate inflation, partially offset by a decrease of 0.5% from an increase in average check per person.

Current wording

Labor and other related expense increased as a percentage of Restaurant sales primarily due to 1.7% from higher hourly and field management labor costs, mainly due to wage rate inflation and health insurance, partially offset by a decrease of 0.4% from an increase in average check per person.

Previous wording

General and administrative expense increased as a percentage of Total revenues primarily due to severance and costs associated with our foreign currency forward contracts.

Current wording

General and administrative expense increased primarily due to costs associated with our foreign currency forward contracts.

Previous wording

Other restaurant operating expense increased as a percentage of Restaurant sales primarily due to 1.3% from higher restaurant-level operating and supply expenses, mainly due to inflation. This increase was partially offset by decreases as a percentage of Restaurant sales of 0.3% from an increase in average check per person and 0.2% from certain cost-saving and productivity initiatives.

Current wording

Other restaurant operating expense increased as a percentage of Restaurant sales primarily due to 0.9% from higher restaurant-level operating and supply expenses, mainly due to inflation, and 0.2% from higher insurance expense. These increases were partially offset by decreases as a percentage of Restaurant sales of 0.3% from lower advertising expense and 0.3% from an increase in average check per person.

Previous wording

Loss on extinguishment of debt during the thirteen weeks ended March 31, 2024 was in connection with the Second 2025 Notes Partial Repurchase.

Current wording

Loss on extinguishment of debt during the twenty-six weeks ended June 30, 2024 was in connection with the Second 2025 Notes Partial Repurchase.

Previous wording

Provision for income taxes for the thirteen weeks ended March 30, 2025 includes the benefit of FICA tax credits on certain employees’ tips in 2025 relative to forecasted pretax book income. Provision for income taxes for the thirteen weeks ended March 31, 2024 includes the impact of the non-deductible losses associated with the Second 2025 Notes Partial Repurchase.

Current wording

Benefit for income taxes for the twenty-six weeks ended June 29, 2025 includes the benefit of FICA tax credits on certain tipped wages relative to forecasted annual pretax book income. Provision for income taxes for the twenty-six weeks ended June 30, 2024 includes the impact of the non-deductible losses associated with the Second 2025 Notes Partial Repurchase, partially offset by the benefit of FICA tax credits on certain tipped wages.

Previous wording

(2)Includes royalties from international franchisees and intercompany royalties from Brazil operations at a 5% royalty rate prior to the Brazil Sale Transaction. On December 30, 2024, we entered into franchise agreements in connection with the Brazil Sale Transaction that include royalty rates that are lower than our historical intercompany rates and on the low end of our international franchisee royalty percentage range.

Current wording

(2)On December 30, 2024, we entered into franchise agreements in connection with the Brazil Sale Transaction that include royalty rates that are lower than our 5% historical intercompany royalty rates and are on the low end of our international franchisee royalty percentage range.

Previous wording

U.S. -The decrease in U.S. Income from operations generated during the thirteen weeks ended March 30, 2025 as compared to the thirteen weeks ended March 31, 2024 was primarily due to: (i) lower restaurant sales, (ii) higher operating, labor and commodity costs, primarily due to inflation, and (iii) unfavorable product cost mix. These decreases were partially offset by: (i) an increase in average check per person, primarily due to pricing, (ii) the lapping of 2024 impairment and closure costs in connection with the 2023 Restaurant Closures and (iii) the impact of certain cost-saving and productivity initiatives.

Current wording

U.S. -The decrease in U.S. Income from operations generated during the twenty-six weeks ended June 29, 2025 as compared to the twenty-six weeks ended June 30, 2024 was primarily due to higher labor, operating and commodity costs, mainly due to inflation, and unfavorable product cost mix. These decreases were partially offset by: (i) higher restaurants sales, (ii) an increase in average check per person, primarily due to pricing, (iii) the lapping of 2024 impairment and closure costs in connection with the 2023 Restaurant Closures and (iv) lower advertising expense.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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:

Previous wording

(2)Severance and other costs incurred as a result of transformational and restructuring activities.

Current wording

(2)The thirteen and twenty-six weeks ended June 29, 2025 include severance and other costs incurred as a result of transformational and restructuring activities. The thirteen and twenty-six weeks ended June 30, 2024 include fees incurred in connection with a project-based strategic initiative.

Previous wording

(3)Costs in connection with the foreign currency forward contracts that mostly offset foreign currency exchange risk associated with installment payments from the Brazil Sale Transaction.

Current wording

(3)Represents costs in connection with the foreign currency forward contracts that mostly offset foreign currency exchange risk associated with installment payments from the Brazil Sale Transaction.

Previous wording

(4)Primarily includes gains from certain lease terminations for the thirteen weeks ended March 30, 2025. Includes asset impairment, closure costs and severance in connection with the 2023 Restaurant Closures for the thirteen weeks ended March 31, 2024.

Current wording

(4)The twenty-six weeks ended June 29, 2025 primarily includes gains from certain lease terminations. The thirteen and twenty-six weeks ended June 30, 2024 include asset impairment, closure costs and severance primarily in connection with the Q2 2024 decision to close nine restaurants in Hong Kong and the 2023 Restaurant Closures.

Previous wording

(4)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 all periods presented. The thirteen weeks ended March 30, 2025 include an adjustment to income tax expense related to foreign currency gains on the Brazil sale installment receivable. For the thirteen weeks ended March 31, 2024, the difference between GAAP and adjusted effective income tax rates primarily relates to nondeductible losses and other tax costs associated with the Second 2025 Notes Partial Repurchase.

Current wording

(4)Includes the tax effects of non-GAAP adjustments determined based on the nature of the underlying non-GAAP adjustments, their relevant jurisdictional tax rates and the quarterly impact that these adjustments may have on changes in forecasted annual pre-tax book income. For the thirteen and twenty-six weeks ended June 29, 2025, the difference between GAAP and adjusted effective income tax rates includes the reversal of (benefit) provision for income taxes on foreign currency remeasurement of the deferred tax liability attributable to the second installment receivable related to the Brazil Sale Transaction. For the thirteen weeks ended June 30, 2024, the difference between GAAP and adjusted effective income tax rates primarily relates to asset impairment and closure costs in Hong Kong with no corresponding tax benefit as a result of a full valuation allowance against deferred tax assets in that jurisdiction. For the twenty-six weeks ended June 30, 2024, the difference between GAAP and adjusted effective income tax rates primarily relates to nondeductible losses and other tax costs associated with the Second 2025 Notes Partial Repurchase.

Previous wording

(5)Includes net (loss) income from our Brazil operations for the periods presented. See Note 2 -Discontinued Operations of the Notes to Consolidated Financial Statements for additional details regarding the Brazil Sale Transaction.

Current wording

(5)Includes net income from our Brazil operations for the periods presented. The thirteen and twenty-six weeks ended June 30, 2024 include a non-GAAP adjustment for $1.5 million of asset impairment and the tax effect of non-GAAP adjustments. See Note 2 -Discontinued Operations of the Notes to Consolidated Financial Statements for additional details regarding the Brazil Sale Transaction.

Previous wording

(6)Adjusted diluted weighted average common shares outstanding for the thirteen weeks ended March 31, 2024 were calculated including the effect of 4.3 million dilutive securities for outstanding 2025 Notes and the effect of 3.1 million dilutive securities for the Warrant Transactions, as defined below. In connection with the offering of the 2025 Notes, we entered into convertible note hedge transactions and concurrently entered into warrant transactions relating to the same number of shares of our common stock (the “Warrant Transactions”). The impact of dilutive securities for the outstanding 2025 Notes and the Warrant Transactions were immaterial for the thirteen weeks ended March 30, 2025. Adjusted diluted earnings per share and adjusted diluted weighted average common shares outstanding for the thirteen weeks ended March 31, 2024 have been recast to remove the 4.3 million share benefit of the convertible note hedge transactions we issued in connection with the offering of the 2025 Notes, which was previously included as a non-GAAP share adjustment.

Current wording

(6)For the thirteen and twenty-six weeks ended June 29, 2025, our share price was lower than the conversion and strike price related to the 2025 Notes and related warrants, respectively, which resulted in antidilutive shares that are not included. The thirteen and twenty-six weeks ended June 30, 2024 were calculated including the effect of 1.0 million and 2.7 million dilutive securities, respectively, for outstanding 2025 Notes and the effect of 0.6 million and 1.9 million dilutive securities, respectively, for the Warrant Transactions, as defined below. In connection with the offering of the 2025 Notes, we entered into convertible note hedge transactions and concurrently entered into warrant transactions relating to the same number of shares of our common stock (the “Warrant Transactions”).

Previous wording

(7)Due to a GAAP net loss from continuing operations, 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 securities that would have been dilutive for GAAP.

Current wording

(7)Due to a GAAP net loss from continuing operations, antidilutive securities are excluded from diluted weighted average common shares outstanding for the twenty-six weeks ended June 30, 2024. However, considering the adjusted net income position, adjusted diluted weighted average common shares outstanding incorporates securities that would have been dilutive for GAAP.

Previous wording

(1)The decrease in Brazil sales primarily resulted from fluctuations in foreign exchange rates. The thirteen weeks ended March 30, 2025, includes activity for December 31, 2024 through March 30, 2025 and the thirteen weeks ended March 31, 2024, includes activity for December 1, 2024 through February 29, 2024.

Current wording

(1)The decrease in Brazil sales for the twenty-six weeks ended June 29, 2025 compared to the twenty-six weeks ended June 30, 2024 primarily resulted from fluctuations in foreign exchange rates. Brazil sales are no longer reported on a one-month lag beginning December 31, 2024.

Previous wording

As of March 30, 2025, we had $57.7 million in cash and cash equivalents, of which $4.7 million was held by foreign affiliates.

Current wording

As of June 29, 2025, we had $50.3 million in cash and cash equivalents, of which $1.9 million was held by foreign affiliates, and did not have aggregate undistributed foreign earnings from our consolidated foreign subsidiaries.

Previous wording

As of March 30, 2025, we had $583.7 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of $16.3 million.

Current wording

As of June 29, 2025, we had $563.7 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of $16.3 million.

Previous wording

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 older restaurants or relocating, investments in technology and dividend payments.

Current wording

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, investments in technology, remodeling or relocating older restaurants, and dividend payments.

Previous wording

Brazil Sale Transaction -On December 30, 2024 we received cash proceeds, net of withheld income taxes, of $103.9 million, in U.S. dollars based on the exchange rate on the Closing Date, representing 52% of the total Purchase Price from the Brazil Sale Transaction, and applied the proceeds to our revolving credit facility during the thirteen weeks ended March 30, 2025. The second installment payment, representing 48% of total proceeds from the Brazil Sale Transaction, is due on December 30, 2025, which we also anticipate applying towards the revolving credit facility.

Current wording

Brazil Sale Transaction -On December 30, 2024, we received cash proceeds, net of withheld income taxes, of $103.9 million in U.S. dollars based on the exchange rate on the Closing Date, representing 52% of the total Purchase Price from the Brazil Sale Transaction, and applied the proceeds to our revolving credit facility during the thirteen weeks ended March 30, 2025. The second installment payment, representing 48% of total proceeds from the Brazil Sale Transaction and accumulated interest, is due on December 30, 2025, which we anticipate also applying towards the revolving credit facility.

Previous wording

Capital Expenditures- We estimate that our capital expenditures will total approximately $190 million to $210 million in 2025. 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.

Current wording

Capital Expenditures- We estimate that our capital expenditures will be approximately $190 million in 2025. 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.

Previous wording

Operating Activities - The increase in net cash provided by operating activities during the thirteen weeks ended March 30, 2025 as compared to the thirteen weeks ended March 31, 2024 was primarily due to changes in working capital partially offset by lower net earnings.

Current wording

Operating Activities - The increase in net cash provided by operating activities during the twenty-six weeks ended June 29, 2025 as compared to the twenty-six weeks ended June 30, 2024 was primarily due to changes in working capital.

Previous wording

Investing Activities- Net cash provided by investing activities during the thirteen weeks ended March 30, 2025 was primarily due to the proceeds from the Brazil sale, net of taxes withheld, partially offset by capital expenditures and payments on foreign currency forward contracts. Net cash used in investing activities during the thirteen weeks ended March 31, 2024 was primarily due to capital expenditures.

Current wording

Investing Activities- Net cash provided by investing activities during the twenty-six weeks ended June 29, 2025 was primarily due to the proceeds from the Brazil sale, net of taxes withheld, partially offset by capital expenditures and payments on foreign currency forward contracts. Net cash used in investing activities during the twenty-six weeks ended June 30, 2024 was primarily due to capital expenditures.

Previous wording

Financing Activities -Net cash used in financing activities during the thirteen weeks ended March 30, 2025 was primarily due to net payments on the revolving credit facility from the proceeds on the Brazil Sale Transaction. Net cash provided by financing activities during the thirteen weeks ended March 31, 2024 was primarily due to net draws on the revolving credit facility exceeding cash used to repurchase common stock and net cash received from the partial unwind agreements relating to a portion of the convertible note hedge and warrant transactions that were entered into in connection with the issuance of the 2025 Notes.

Current wording

(ii) payments of cash dividends and (iii) maturity settlement for the 2025 Notes. Net cash provided by financing activities during the twenty-six weeks ended June 30, 2024 was primarily due to net draws on the revolving credit facility exceeding cash used to repurchase common stock and pay dividends on our common stock, and net cash received from the partial unwind agreements relating to a portion of the convertible note hedge and warrant transactions that were entered into in connection with the issuance of the 2025 Notes.

Previous wording

Working capital (deficit) includes: (i) Unearned revenue primarily from unredeemed gift cards of $317.7 million and $374.1 million as of March 30, 2025 and December 29, 2024, respectively, and (ii) current operating lease liabilities of $161.2 million and $158.8 million as of March 30, 2025 and December 29, 2024, 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.

Current wording

Working capital (deficit) includes: (i) Unearned revenue primarily from unredeemed gift cards of $308.4 million and $374.1 million as of June 29, 2025 and December 29, 2024, respectively, and (ii) current operating lease liabilities of $162.5 million and $158.8 million as of June 29, 2025 and December 29, 2024, 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.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

Food and beverage cost increased as a percentage of Restaurant sales primarily due to 1.0% from commodity inflation and 0.5% from unfavorable product cost mix. These increases were partially offset by decreases as a percentage of Restaurant sales of 1.0% from an increase in average check per person, primarily due to menu pricing, and 0.3% from cost-saving and productivity initiatives.

Current report — wording carried from elsewhere

Labor and other related expense increased as a percentage of Restaurant sales primarily due to 1.4% from higher hourly and field management labor costs, mainly due to wage rate inflation and health insurance, partially offset by a decrease of 0.4% from an increase in average check per person.

Current report — wording carried from elsewhere

U.S. -The decrease in U.S. Income from operations generated during the thirteen weeks ended June 29, 2025 as compared to the thirteen weeks ended June 30, 2024 was primarily due to higher labor, operating and commodity costs, mainly due to inflation, and unfavorable product cost mix. These decreases were partially offset by: (i) higher restaurants sales, (ii) an increase in average check per person, primarily due to pricing, and (iii) lower advertising expense.

Current report — wording carried from elsewhere

Financing Activities -Net cash used in financing activities during the twenty-six weeks ended June 29, 2025 was primarily due to: (i) net payments on the revolving credit facility from the proceeds on the Brazil Sale Transaction,
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Previous report — wording carried elsewhere

As of March 30, 2025, we did not have aggregate undistributed foreign earnings from our consolidated foreign subsidiaries.