10-Q 1 denn-20240327.htm 10-Q denn-20240327
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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 March 27, 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 0-18051

Dennys.gif

DENNY’S CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3487402
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
203 East Main Street
Spartanburg, South Carolina29319-0001
(Address of principal executive offices)(Zip Code)
(864) 597-8000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s) Name of each exchange on which registered
$.01 Par Value, Common StockDENN The Nasdaq Stock Market LLC
 
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  ý 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ý  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 FilerAccelerated FilerýNon-Accelerated FilerSmaller Reporting CompanyEmerging 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  ý

As of April 25, 2024, 52,018,583 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.



TABLE OF CONTENTS
 
2


PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements
 
Denny’s Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
 March 27, 2024December 27, 2023
 (In thousands, except per share amounts)
Assets  
Current assets:  
Cash and cash equivalents$1,164 $4,893 
Investments2,787 1,281 
Receivables, net17,288 21,391 
Inventories2,073 2,175 
Assets held for sale1,060 1,455 
Prepaid and other current assets9,646 12,855 
Total current assets34,018 44,050 
Property, net of accumulated depreciation of $161,735 and $159,879, respectively
94,985 93,494 
Finance lease right-of-use assets, net of accumulated amortization of $7,393 and $8,220, respectively
5,785 6,098 
Operating lease right-of-use assets, net114,912 116,795 
Goodwill65,908 65,908 
Intangible assets, net93,046 93,428 
Deferred financing costs, net1,543 1,702 
Other noncurrent assets50,214 43,343 
Total assets$460,411 $464,818 
Liabilities  
Current liabilities:  
Current finance lease liabilities$1,363 $1,383 
Current operating lease liabilities15,547 14,779 
Accounts payable15,076 24,070 
Other current liabilities56,986 63,068 
Total current liabilities88,972 103,300 
Long-term liabilities:  
Long-term debt261,200 255,500 
Noncurrent finance lease liabilities8,845 9,150 
Noncurrent operating lease liabilities111,553 114,451 
Liability for insurance claims, less current portion7,550 6,929 
Deferred income taxes, net7,864 6,582 
Other noncurrent liabilities30,171 31,592 
Total long-term liabilities427,183 424,204 
Total liabilities516,155 527,504 
Shareholders' deficit  
Common stock $0.01 par value; 135,000 shares authorized; March 27, 2024: 53,262 shares issued and 52,119 outstanding; December 27, 2023: 52,906 shares issued and 52,239 shares outstanding
$533 $529 
Paid-in capital7,534 6,688 
Deficit(17,093)(21,784)
Accumulated other comprehensive loss, net(35,495)(41,659)
Treasury stock, at cost, 1,143 and 667 shares, respectively
(11,223)(6,460)
Total shareholders' deficit(55,744)(62,686)
Total liabilities and shareholders' deficit$460,411 $464,818 

See accompanying notes
3


Denny’s Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands, except per share amounts)
Revenue: 
Company restaurant sales$52,342 $53,452 
Franchise and license revenue57,632 64,019 
Total operating revenue109,974 117,471 
Costs of company restaurant sales, excluding depreciation and amortization:
  
Product costs13,311 14,039 
Payroll and benefits20,474 20,240 
Occupancy4,573 4,094 
Other operating expenses9,760 8,119 
Total costs of company restaurant sales, excluding depreciation and amortization48,118 46,492 
Costs of franchise and license revenue, excluding depreciation and amortization27,374 32,387 
General and administrative expenses21,222 20,118 
Depreciation and amortization3,581 3,656 
Operating (gains), losses and other charges, net
(327)(1,329)
Total operating costs and expenses, net
99,968 101,324 
Operating income10,006 16,147 
Interest expense, net4,420 4,505 
Other nonoperating (income) expense, net(637)10,093 
Income before income taxes6,223 1,549 
Provision for income taxes1,532 952 
Net income$4,691 $597 
Net income per share - basic$0.09 $0.01 
Net income per share - diluted$0.09 $0.01 
Basic weighted average shares outstanding
53,068 57,638 
Diluted weighted average shares outstanding
53,214 57,840 
 
See accompanying notes
4


Denny’s Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
(Unaudited)
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Net income$4,691 $597 
Other comprehensive income (loss), net of tax:
Minimum pension liability adjustment, net of tax of $6 and $22, respectively
10 67 
Changes in the fair value of cash flow hedges, net of tax of $2,423 and $321, respectively
7,175 942 
Reclassification of cash flow hedges to interest expense, net of tax of $(381) and $(236), respectively
(1,127)(694)
Amortization of unrealized losses related to interest rate swaps to interest expense, net of tax of $36 and $14, respectively
106 42 
Other comprehensive income6,164 357 
Total comprehensive income$10,855 $954 

See accompanying notes
5


Denny’s Corporation and Subsidiaries
Consolidated Statements of Shareholders’ Deficit
For the Quarter Ended March 27, 2024 and March 29, 2023
(Unaudited)
 Common StockTreasury StockPaid-in CapitalDeficitAccumulated
Other
Comprehensive Loss, Net
Total
Shareholders’
Deficit
 SharesAmountSharesAmount
 (In thousands)
Balance, December 27, 202352,906 $529 (667)$(6,460)$6,688 $(21,784)$(41,659)$(62,686)
Net income— — — — — 4,691 — 4,691 
Other comprehensive income— — — — — — 6,164 6,164 
Share-based compensation on equity classified awards, net of withholding tax— — — — 850 — — 850 
Purchase of treasury stock, including excise tax— — (476)(4,763)— — — (4,763)
Issuance of common stock for share-based compensation356 4 — — (4)— —  
Balance, March 27, 2024
53,262 $533 (1,143)$(11,223)$7,534 $(17,093)$(35,495)$(55,744)

 Common StockTreasury StockPaid-in CapitalDeficitAccumulated
Other
Comprehensive Loss, Net
Total
Shareholders’
Deficit
 SharesAmountSharesAmount
 (In thousands)
Balance, December 28, 202264,998 $650 (8,270)$(95,476)$142,136 $(41,729)$(42,697)$(37,116)
Net income— — — — — 597 — 597 
Other comprehensive income— — — — — — 357 357 
Share-based compensation on equity classified awards, net of withholding tax— — — — 127 — — 127 
Purchase of treasury stock, including excise tax— — (806)(8,967)— — — (8,967)
Issuance of common stock for share-based compensation470 5 — — (5)— —  
Balance, March 29, 2023
65,468 $655 (9,076)$(104,443)$142,258 $(41,132)$(42,340)$(45,002)

See accompanying notes





6


Denny’s Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Cash flows from operating activities:  
Net income$4,691 $597 
Adjustments to reconcile net income to cash flows provided by operating activities:  
Depreciation and amortization3,581 3,656 
Operating (gains), losses and other charges, net(327)(1,329)
Losses and amortization on interest rate swaps, net141 10,662 
Amortization of deferred financing costs159 159 
Gains on investments(6)(5)
Losses on early termination of debt and leases123  
Deferred income tax (benefit) expense(768)133 
Decrease of tax valuation allowance(26) 
Share-based compensation expense2,776 3,094 
Changes in assets and liabilities, excluding acquisitions and dispositions:  
Receivables4,011 1,814 
Inventories102 2,284 
Prepaids and other current assets3,208 2,652 
Other noncurrent assets860 1,119 
   Operating lease assets and liabilities(164)(246)
Accounts payable(11,037)(1,131)
Other accrued liabilities(6,408)(6,534)
Other noncurrent liabilities(701)(772)
Net cash flows provided by operating activities215 16,153 
Cash flows from investing activities:  
Capital expenditures(4,905)(1,304)
Proceeds from sales of real estate and other assets986 1,715 
Investment purchases(1,500)(1,300)
Collections on notes receivable171 320 
Issuance of notes receivable(79) 
Net cash flows used in investing activities(5,327)(569)
Cash flows from financing activities:  
Revolver borrowings52,200 35,000 
Revolver payments(46,500)(32,500)
Repayments of finance leases(370)(506)
Tax withholding on share-based payments(1,872)(2,846)
Purchase of treasury stock(4,774)(9,041)
Net bank overdrafts2,699 (319)
Net cash flows provided by (used in) financing activities1,383 (10,212)
(Decrease) increase in cash and cash equivalents(3,729)5,372 
Cash and cash equivalents at beginning of period4,893 3,523 
Cash and cash equivalents at end of period$1,164 $8,895 

See accompanying notes
7


Denny’s Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)

Note 1.     Introduction and Basis of Presentation

Denny’s Corporation, or the Company, is one of America’s largest full-service restaurant chains based on number of restaurants. As of March 27, 2024, the Company consisted of 1,614 restaurants, 1,539 of which were franchised/licensed restaurants and 75 of which were company operated.

The Company consists of the Denny’s brand ("Denny's") and the Keke’s Breakfast Café brand (“Keke’s”). As of March 27, 2024, the Denny's brand consisted of 1,553 restaurants, 1,489 of which were franchised/licensed restaurants and 64 of which were company operated. At March 27, 2024, the Keke's brand consisted of 61 restaurants, 50 of which were franchised restaurants and 11 of which were company operated.

Our unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information. Therefore, certain information and notes normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted. In our opinion, all adjustments considered necessary for a fair presentation of the interim periods presented have been included. Such adjustments are of a normal and recurring nature. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates are reasonable.

These interim consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto as of and for the fiscal year ended December 27, 2023 which are contained in our audited Annual Report on Form 10-K for the fiscal year ended December 27, 2023. The results of operations for the interim periods presented are not necessarily indicative of the results for the entire fiscal year ending December 25, 2024. Our significant interim accounting policies include the recognition of advertising and marketing costs, generally in proportion to revenue, and the recognition of income taxes using an estimated annual effective rate.

Note 2.     Summary of Significant Accounting Policies
 
Newly Adopted Accounting Standards

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” which was later clarified in January 2021 by ASU 2021-01, “Reference Rate Reform (Topic 848): Scope”. Additionally, in December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848”, which allows ASU 2020-04 to be adopted and applied prospectively to contract modifications made on or before December 31, 2024. The guidance provides optional guidance, for a limited time, to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The Company adopted ASU 2020-04 on March 12, 2020. The adoption of and future elections under this new guidance did not and are not expected to have a material impact on the Company’s consolidated financial position or results of operations. The guidance is effective through December 31, 2024.
















8


Accounting Standards to be Adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The new guidance requires enhanced reportable segment disclosures to include significant segment expenses. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 (our fiscal 2024) and interim periods beginning after December 15, 2024 (our fiscal 2025). We are currently evaluating the impact that the adoption of this new guidance will have on our Consolidated Financial Statements and will add necessary disclosures upon adoption.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The new guidance requires enhanced effective tax rate reconciliation and income taxes paid disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 (our fiscal 2025). We are currently evaluating the impact that the adoption of this new guidance will have on our Consolidated Financial Statements and will add necessary disclosures upon adoption.

We reviewed all other newly issued accounting pronouncements and concluded that they are either not applicable to our business or are not expected to have a material effect on our consolidated financial statements as a result of future adoption.

Note 3.     Receivables
 
Receivables consisted of the following:
 March 27, 2024December 27, 2023
 (In thousands)
Receivables, net:  
Trade accounts receivable from franchisees$12,181 $14,092 
Notes and loan receivables from franchisees340 584 
Vendor receivables2,154 4,059 
Credit card receivables784 995 
Other2,134 1,862 
Allowance for credit losses(305)(201)
Total receivables, net$17,288 $21,391 


Note 4.    Goodwill and Intangible Assets

Goodwill by segment consisted of the following:
March 27, 2024December 27, 2023
(In thousands)
Denny’s$37,527 $37,527 
Other28,381 28,381 
Total goodwill$65,908 $65,908 














9


Intangible assets consisted of the following:
 March 27, 2024December 27, 2023
 Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
 (In thousands)
Intangible assets with indefinite lives:
    
Trade names$79,687 $— $79,687 $— 
Liquor licenses120 — 120 — 
Intangible assets with definite lives:
    
Reacquired franchise rights9,470 5,820 9,470 5,614 
Franchise agreements10,700 1,111 10,700 935 
Intangible assets, net$99,977 $6,931 $99,977 $6,549 

Amortization expense for intangible assets with definite lives totaled $0.4 million for each of the quarters ended March 27, 2024 and March 29, 2023.

Note 5.     Other Current Liabilities
 
Other current liabilities consisted of the following:
 March 27, 2024December 27, 2023
 (In thousands)
Accrued payroll$11,896 $16,400 
Current portion of liability for insurance claims
3,977 3,758 
Accrued taxes4,062 4,699 
Accrued advertising9,827 10,664 
Gift cards6,398 7,838 
Accrued legal settlements8,436 7,488 
Accrued interest4,714 4,530 
Other7,676 7,691 
Other current liabilities$56,986 $63,068 

10


Note 6.     Fair Value of Financial Instruments

Financial assets and liabilities measured at fair value on a recurring basis are summarized below: 
 TotalQuoted Prices in Active Markets for Identical Assets/Liabilities
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
 
(In thousands)
Fair value measurements as of March 27, 2024:
Deferred compensation plan investments (1)
$11,378 $11,378 $ $ 
Interest rate swaps (2)
16,978  16,978  
Investments (3)
2,787  2,787  
Total$31,143 $11,378 $19,765 $ 
Fair value measurements as of December 27, 2023:
Deferred compensation plan investments (1)
$12,225 $12,225 $ $ 
Interest rate swaps (2)
8,888  8,888  
Investments (3)
1,281  1,281  
Total$22,394 $12,225 $10,169 $ 

(1)    The fair values of our deferred compensation plan investments are based on the closing market prices of the elected investments and are included in other noncurrent assets in our Consolidated Balance Sheets.
(2)    The fair values of our interest rate swaps are based upon Level 2 inputs, which include valuation models. The key inputs for the valuation models are quoted market prices, interest rates, forward yield curves and credit risk adjustments that are necessary to reflect the probability of default by the counterparty or us. For disclosures about the fair value measurements of our derivative instruments, see Note 7.
(3)    The fair values of our investments are valued using a readily determinable net asset value per share based on the fair value of the underlying securities. There are no significant redemption restrictions associated with these investments.

Those assets and liabilities measured at fair value on a non-recurring basis are summarized below:
Significant Unobservable Inputs
(Level 3)


 Impairment Charges
(In thousands)
Fair value measurements as of March 27, 2024:
Assets held and used (1)
$ $95 
(1)As of March 27, 2024, impaired assets were written down to their fair value. To determine fair value, we used the income approach, which assumes that the future cash flows reflect current market expectations. These fair value measurements require significant judgment using Level 3 inputs, such as discounted cash flows from operations, which are not observable from the market, directly or indirectly. There is uncertainty in the projected future cash flows used in the Company's impairment analysis, which requires the use of estimates and assumptions. If actual performance does not achieve the projections, or if the assumptions used change in the future, the Company may be required to recognize impairment charges in future periods.

Assets that are measured at fair value on a non-recurring basis include property, operating lease right-of-use assets, finance lease right-of-use assets, goodwill and intangible assets. During the quarter ended March 27, 2024, we recognized impairment charges of $0.1 million related to certain of these assets. See Note 9.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are deemed to approximate fair value due to the immediate or short-term maturity of these instruments. The fair value of notes receivable approximates the carrying value after consideration of recorded allowances and related risk-based interest rates. The liabilities under our credit facility are carried at historical cost, which approximates fair value. The fair value of our senior secured revolver approximates its carrying value since it is a variable rate facility (Level 2).

11


Note 7.     Long-Term Debt

The Company and certain of its subsidiaries have a credit facility consisting of a five-year $400 million senior secured revolver (with a $25 million letter of credit sublimit). The credit facility includes an accordion feature that would allow us to increase the size of the facility to $450 million. Borrowings bear a tiered interest rate, which is based on the Company's consolidated leverage ratio. The maturity date for the credit facility is August 26, 2026.

The credit facility is available for working capital, capital expenditures and other general corporate purposes. The credit facility is guaranteed by the Company and its material subsidiaries and is secured by assets of the Company and its subsidiaries, including the stock of its subsidiaries (other than its insurance captive subsidiary). It includes negative covenants that are usual for facilities and transactions of this type. The credit facility also includes certain financial covenants with respect to a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. We were in compliance with all financial covenants as of March 27, 2024.

As of March 27, 2024, we had outstanding revolver loans of $261.2 million and outstanding letters of credit under the credit facility of $17.0 million. These balances resulted in unused commitments of $121.8 million as of March 27, 2024 under the credit facility.

As of March 27, 2024, borrowings under the credit facility bore interest at a rate of Adjusted Daily Simple SOFR plus 2.25%. Letters of credit under the credit facility bore interest at a rate of 2.38%. The commitment fee, paid on the unused portion of the credit facility, was set to 0.35%.

Prior to considering the impact of our interest rate swaps, described below, the weighted-average interest rate on outstanding revolver loans was 7.69% and 7.41% as of March 27, 2024 and December 27, 2023, respectively. Taking into consideration our interest rate swaps that are designated as cash flow hedges, the weighted-average interest rate of outstanding revolver loans was 5.30% and 5.04% as of March 27, 2024 and December 27, 2023, respectively.

Interest Rate Hedges
We have receive-variable, pay-fixed interest rate swaps to hedge the forecasted cash flows of our floating rate debt. A summary of our interest rate swaps as of March 27, 2024 is as follows:
Trade DateEffective DateMaturity DateNotional AmountFair ValueFixed Rate
(In thousands)
Swaps designated as cash flow hedges
March 20, 2015March 29, 2018March 31, 2025$120,000 $3,040 2.34 %
October 1, 2015March 29, 2018March 31, 2026$50,000 $1,980 2.37 %
February 15, 2018March 31, 2020December 31, 2033$44,000 (1)$11,958 3.09 %
Total$214,000 $16,978 

(1)     The notional amounts of the swaps entered into on February 15, 2018 increase periodically until they reach the maximum notional amount of $335 million on August 31, 2033.

Termination and Designation of Certain Interest Rate Swaps

During the quarter ended March 29, 2023, we terminated a portion of our hedging relationship entered into in 2018 (“2018 Swaps”), reducing the previous maximum notional amount of $425 million on August 31, 2033 to $335 million. We received $1.5 million of cash as a result of the termination which is recorded as a component of operating activities in our Consolidated Statement of Cash Flows for the quarter ended March 29, 2023.

In addition, during the quarter ended March 29, 2023, we designated the remaining 2018 Swaps as cash flow hedges of our exposure to variability in future cash flows attributable to variable rate interest payments due on forecasted notional amounts.





12


Changes in Fair Value of Interest Rate Swaps

To the extent the swaps are highly effective in offsetting the variability of the hedged cash flows, changes in the fair value of the swaps are not included in the Consolidated Statements of Income but are reported as a component of other comprehensive income (loss). Our interest rate swaps are designated as cash flow hedges with unrealized gains and losses recorded as a component of accumulated other comprehensive loss, net.

As of March 27, 2024, the fair value of the swaps designated as cash flow hedges was an asset of $17.0 million, recorded as a component of other noncurrent assets. The designated swaps have an offsetting amount (before taxes) recorded as a component of accumulated other comprehensive loss, net in our Consolidated Balance Sheets. See Note 13 for amounts recorded in accumulated other comprehensive loss related to interest rate swaps. For the quarter ended March 27, 2024, we reclassified $1.5 million from accumulated other comprehensive loss, net as a reduction to interest expense, net. We expect to reclassify $6.2 million from accumulated other comprehensive loss, net as a reduction to interest expense, net in our Consolidated Statements of Income related to swaps designated as cash flow hedges during the next 12 months.

For the periods prior to their designation as cash flow hedges, changes in the fair value of the 2018 Swaps were recorded as a component of other nonoperating (income) expense, net in our Consolidated Statements of Income. For the quarter ended March 29, 2023, we recorded expense of $10.6 million as a component of other nonoperating (income) expense, net related to the 2018 Swaps resulting from changes in fair value.

Amortization of Certain Amounts Included in Accumulated Other Comprehensive Loss, Net

At March 27, 2024, we had a total of $64.0 million (before taxes) included in accumulated other comprehensive loss, net related to (i) the discontinuance of hedge accounting treatment related to certain cash flow hedges in prior years and (ii) the fair value of certain swaps at the date of designation as cash flow hedges that are being amortized into our Consolidated Statements of Income as a component of interest expense, net over the remaining term of the related swap.

For the quarter ended March 27, 2024, we recorded unrealized losses of $0.1 million to interest expense, net. For the quarter ended March 29, 2023, we recorded unrealized losses of less than $0.1 million to interest expense, net. We expect to amortize $0.9 million from accumulated other comprehensive loss, net to interest expense, net in our Consolidated Statements of Income related to dedesignated interest rate swaps during the next 12 months.

Note 8.     Revenues

The following table disaggregates our revenue by sales channel and type of good or service:
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Company restaurant sales$52,342 $53,452 
Franchise and license revenue:
Royalties29,306 30,027 
Advertising revenue18,138 19,668 
Initial and other fees1,816 4,990 
Occupancy revenue 8,372 9,334 
Franchise and license revenue 
57,632 64,019 
Total operating revenue$109,974 $117,471 

Franchise occupancy revenue consisted of the following:
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Operating lease revenue$6,128 $6,871 
Variable lease revenue
2,244 2,463 
Total occupancy revenue
$8,372 $9,334 

13


Balances related to contracts with customers consist of receivables, contract assets, deferred franchise revenue and deferred gift card revenue. See Note 3 for details on our receivables.
Deferred franchise revenue consists primarily of the unamortized portion of initial franchise fees that are currently being amortized into revenue and amounts related to development agreements and unopened restaurants that will begin amortizing into revenue when the related restaurants are opened. Deferred franchise revenue represents our remaining performance obligations to our franchisees, excluding amounts of variable consideration related to sales-based royalties and advertising.
The components of the change in deferred franchise revenue are as follows:
 (In thousands)
Balance, December 27, 2023$19,150 
Fees received from franchisees220 
Revenue recognized (1)
(779)
Balance, March 27, 202418,591 
Less current portion included in other current liabilities2,132 
Deferred franchise revenue included in other noncurrent liabilities$16,459 
(1)    Of this amount $0.7 million was included in the deferred franchise revenue balance as of December 27, 2023.

We record contract assets related to incentives and subsidies provided to franchisees related to new unit openings and/or equipment upgrades. These amounts will be recognized as a component of franchise and license revenue over the remaining term of the related franchise agreements.

The components of the change in contract assets are as follows:
 (In thousands)
Balance, December 27, 2023$6,608 
Franchisee deferred costs27 
Contract asset amortization(347)
Balance, March 27, 20246,288 
Less current portion included in other current assets1,005 
Contract assets included in other noncurrent assets$5,283 

The Company purchases equipment related to various programs for franchise restaurants, including kitchen and point-of-sale system equipment. We bill our franchisees and recognize revenue when the related equipment is installed, less amounts contributed from the Company, which have been deferred as contract assets in the table above. We recognized $0.3 million of revenue, recorded as a component of initial and other fees, related to the sale of equipment to franchisees during the quarter ended March 27, 2024. We recognized $2.4 million of revenue, recorded as a component of initial and other fees, related to the sale of equipment to franchisees during the quarter ended March 29, 2023. As of March 27, 2024, we had $0.5 million in inventory and $0.1 million in receivables related to the purchased equipment. As of December 27, 2023, we had $0.6 million in inventory and $0.3 million in receivables related to the purchased equipment.

As of March 27, 2024, deferred franchise revenue, net of contract asset amortization, expected to be recognized in the future is as follows:
(In thousands)
Remainder of 2024$859 
20251,131 
20261,131 
20271,100 
2028973 
Thereafter7,109 
Deferred franchise revenue, net$12,303 

14


Deferred gift card liabilities consist of the unredeemed portion of gift cards sold in company restaurants and at third party locations. The balance of deferred gift card liabilities represents our remaining performance obligations to our customers. The balance of deferred gift card liabilities as of March 27, 2024 and December 27, 2023 was $6.4 million and $7.8 million, respectively. During the quarter ended March 27, 2024, we recognized revenue of $0.2 million from gift card redemptions at company restaurants.

Note 9.     Operating (Gains), Losses and Other Charges, Net

Operating (gains), losses and other charges, net consisted of the following:
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Gains on sales of assets and other, net$(620)$(1,522)
Restructuring charges and exit costs
198 64 
Impairment charges95 129 
Operating (gains), losses and other charges, net
$(327)$(1,329)
 
During the quarters ended March 27, 2024 and March 29, 2023, gains on sales of assets and other, net were primarily related to the sales of real estate.

As of March 27, 2024, we had recorded assets held for sale at the lesser of the carrying value or fair value amount of $1.1 million (consisting of property of $0.6 million and goodwill of $0.5 million) related to three Keke's restaurants. As of December 27, 2023, we had recorded assets held for sale at their carrying amount of $1.5 million (consisting of property of $0.9 million, goodwill of $0.5 million and other assets of $0.1 million) related to one parcel of real estate and three Keke's restaurants.

Restructuring charges and exit costs consisted of the following:
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Exit costs$42 $ 
Severance and other restructuring charges
156 64 
Total restructuring charges and exit costs
$198 $64 

Exit costs primarily consist of costs related to closed restaurants. Exit cost liabilities related to lease costs are included as a component of operating lease liabilities in our Consolidated Balance Sheets.

As of March 27, 2024 and December 27, 2023, we had accrued severance and other restructuring charges of $1.0 million and $1.4 million, respectively. The balance as of March 27, 2024 is expected to be paid during the next 12 months.

We recorded impairment charges of $0.1 million related to property for the quarter ended March 27, 2024, resulting from our assessment of closed units.

15



Note 10.     Share-Based Compensation

Total share-based compensation included as a component of general and administrative expenses was as follows:
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Employee share awards$2,571 $2,847 
Restricted stock units for board members
205 247 
Total share-based compensation
$2,776 $3,094 

Employee Share Awards

During the quarter ended March 27, 2024, we granted certain employees 0.6 million performance share units ("PSUs") with a weighted average grant date fair value of $15.48 per share that vest based on the total shareholder return (“TSR”) of our common stock compared to the TSRs of a group of peer companies. As the TSR based PSUs contain a market condition, a Monte Carlo valuation was used to determine the grant date fair value. The performance period for these PSUs is the three-year fiscal period beginning December 28, 2023 and ending December 30, 2026. The PSUs will vest and be earned at the end of the performance period at which point the relative TSR achievement percentages will be applied to the vested units (from 0% to 200% of the target award).

During the quarter ended March 27, 2024, we also granted certain employees 0.7 million restricted stock units ("RSUs") with a weighted average grant date fair value of $10.81 per share. These RSUs generally vest evenly over the three-year fiscal period beginning December 28, 2023 and ending December 30, 2026. We recognize compensation cost associated with these RSU awards on a straight-line basis over the entire performance period of the award.

During the quarter ended March 27, 2024, we issued 0.4 million shares of common stock related to vested PSUs and RSUs. In addition, 0.2 million shares of common stock were withheld in lieu of taxes related to vested PSUs and RSUs.
 
As of March 27, 2024, we had $24.0 million of unrecognized compensation cost related to unvested PSU awards and RSU awards outstanding, which have a weighted average remaining contractual term of 2.4 years.

Restricted Stock Units for Board Members

As of March 27, 2024, we had $0.1 million of unrecognized compensation cost related to unvested RSU awards outstanding, which have a weighted average remaining contractual term of 0.1 years.

Note 11.     Income Taxes

The effective income tax rate was 24.6% for the quarter ended March 27, 2024, compared to 61.5% for the prior year period. The effective income tax rate for the quarter ended March 29, 2023 included discrete items relating to share-based compensation of 36.6%. We did not have a similar discrete item for the quarter ended March 27, 2024.

16


Note 12.     Net Income Per Share
 
The amounts used for the basic and diluted net income per share calculations are summarized below:
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands, except per share amounts)
Net income$4,691 $597 
Weighted average shares outstanding - basic
53,068 57,638 
Effect of dilutive share-based compensation awards146 202 
Weighted average shares outstanding - diluted
53,214 57,840 
Net income per share - basic$0.09 $0.01 
Net income per share - diluted$0.09 $0.01 
Anti-dilutive share-based compensation awards970 807 

Note 13.     Shareholders' Deficit

Share Repurchases

Our credit facility permits the repurchase of the Company's stock and the payment of cash dividends subject to certain limitations. Our Board of Directors approves share repurchases of our common stock. Under these authorizations, we may, from time to time, purchase shares in the open market (including pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934, as amended) or in privately negotiated transactions, subject to market and business conditions. Currently, we are operating under a $250 million share repurchase authorization approved by the Board of Directors in December 2019.

During the quarter ended March 27, 2024, we repurchased a total of 0.5 million shares of our common stock for $4.8 million, including excise taxes. This brings the total amount repurchased under the current authorization to $154.3 million, leaving $95.7 million that can be used to repurchase our common stock under this authorization as of March 27, 2024. Repurchased shares are included as treasury stock in our Consolidated Balance Sheets and our Consolidated Statements of Shareholders' Deficit.

In the fourth quarter of fiscal 2023, the Board approved the retirement of 12.8 million shares of treasury stock at a weighted average share price of $11.02, including excise taxes. As of March 27, 2024, 1.1 million shares were held in treasury stock.

17


Accumulated Other Comprehensive Loss, Net

The components of the change in accumulated other comprehensive loss, net were as follows:
Defined Benefit PlansDerivativesAccumulated Other Comprehensive Loss, Net
(In thousands)
Balance as of December 27, 2023$(337)$(41,322)$(41,659)
Amortization of net loss (1)
16 — 16 
Changes in the fair value of cash flow hedges— 9,598 9,598 
Reclassification of cash flow hedges to interest expense, net (2)
— (1,508)(1,508)
Amortization of unrealized losses related to interest rate swaps to interest expense, net— 142 142 
Income tax expense related to items of other comprehensive income (loss)(6)(2,078)(2,084)
Balance as of March 27, 2024$(327)$(35,168)$(35,495)

(1)    Before-tax amount related to our defined benefit plans that was reclassified from accumulated other comprehensive loss, net and included as a component of pension expense within general and administrative expenses in our Consolidated Statements of Income during the quarter ended March 27, 2024.
(2)    Amounts reclassified from accumulated other comprehensive loss, net into interest expense, net in our Consolidated Statements of Income represent payments either (received from) or made to the counterparty for the interest rate hedges. See Note 7 for additional details.

Note 14.     Commitments and Contingencies

Legal Proceedings

There are various claims and pending legal actions against or indirectly involving us, incidental to and arising out of the ordinary course of the business. In the opinion of management, based upon information currently available, the ultimate liability with respect to these proceedings and claims will not materially affect our consolidated results of operations or financial position. 

Note 15.     Supplemental Cash Flow Information
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Income taxes paid, net$355 $489 
Interest paid$4,006 $4,253 
Noncash investing and financing activities:  
Accrued purchase of property$100 $ 
Issuance of common stock, pursuant to share-based compensation plans$3,793 $5,257 
Execution of finance leases$42 $14 
Treasury stock payable$552 $468 
 
Note 16. Segment Information

We manage our business by brand and as a result have identified two operating segments, Denny’s and Keke’s. In addition, we have identified Denny’s as a reportable segment. The Denny’s reportable segment includes the results of all company and franchised and licensed Denny’s restaurants. Our Keke’s operating segment, which includes the results of all company and franchised Keke's restaurants, is included in Other.

The primary sources of revenues for all operating segments are the sale of food and beverages at our company restaurants and the collection of royalties, advertising revenue, initial and other fees, including occupancy revenue, from restaurants operated by our franchisees. We do not rely on any major customer as a source of sales and the customers and assets of all operating segments are located predominantly in the United States. There are no material transactions between segments.

18


Management’s measure of segment income is restaurant-level operating margin. The Company defines restaurant-level operating margin as operating income excluding the following three items: general and administrative expenses, depreciation and amortization, and operating (gains), losses and other charges, net. The Company excludes general and administrative expenses, which include primarily non restaurant-level costs associated with the support of company and franchised restaurants and other activities at their corporate office. The Company excludes depreciation and amortization expense, substantially all of which is related to company restaurant-level assets, because such expenses represent historical sunk costs which do not reflect current cash outlays for the restaurants. The Company excludes operating (gains), losses and other charges, net, to provide a clearer perspective of its ongoing operating performance. Restaurant-level operating margin is used by our chief operating decision maker (“CODM”) to evaluate restaurant-level operating efficiency and performance.

The following tables present revenues by segment and a reconciliation of restaurant-level operating margin to net income:
Quarter Ended
March 27, 2024March 29, 2023
Revenues by operating segment:(In thousands)
Denny’s$104,011 $112,230 
Other5,963 5,241 
Total operating revenue$109,974 $117,471 
Segment income:
Denny’s$33,660 $36,640 
Other822 1,952 
Total restaurant-level operating margin$34,482 $38,592 
General and administrative expenses$21,222 $20,118 
Depreciation and amortization3,581 3,656 
Operating (gains), losses and other charges, net(327)(1,329)
Total other operating expenses24,476 22,445 
Operating income10,006 16,147 
Interest expense, net4,420 4,505 
Other nonoperating expense (income), net(637)10,093 
Income before income taxes6,223 1,549 
Provision for income taxes1,532 952 
Net income$4,691 $597 

March 27, 2024December 27, 2023
Segment assets:(In thousands)
Denny’s$336,143 $340,136 
Other124,268 124,682 
Total assets$460,411 $464,818 
19


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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with our Consolidated Financial Statements and the notes thereto that appear elsewhere in this report and the MD&A contained in our Annual Report on Form 10-K for the fiscal year ended December 27, 2023.

Forward-Looking Statements

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company urges caution in considering its current trends and any outlook on its operations and financial results disclosed in this report. In addition, certain matters discussed in this report may constitute forward-looking statements. These forward-looking statements, which reflect management's best judgment based on factors currently known, are intended to speak only as of the date such statements are made and involve risks, uncertainties, and other factors that may cause the actual performance of Denny’s Corporation, its subsidiaries, and underlying restaurants to be materially different from the performance indicated or implied by such statements. Words such as “expect”, “anticipate”, “believe”, “intend”, “plan”, “hope”, "will" and variations of such words and similar expressions are intended to identify such forward-looking statements. Except as may be required by law, the Company expressly disclaims any obligation to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events. Factors that could cause actual performance to differ materially from the performance indicated by these forward-looking statements include, among others: economic, public health and political conditions that impact consumer confidence and spending; commodity and labor inflation; the ability to effectively staff restaurants and support personnel; our ability to maintain adequate levels of liquidity for our cash needs, including debt obligations, payment of dividends, planned share repurchases and capital expenditures as well as the ability of our customers, suppliers, franchisees and lenders to access sources of liquidity to provide for their own cash needs; competitive pressures from within the restaurant industry; our ability to integrate and derive the expected benefits from our acquisition of Keke's; the level of success of our operating initiatives and advertising and promotional efforts; adverse publicity; health concerns arising from food-related pandemics, outbreaks of flu viruses, or other diseases; changes in business strategy or development plans; terms and availability of capital; regional weather conditions; overall changes in the general economy (including with regard to energy costs), particularly at the retail level; political environment and geopolitical events (including acts of war and terrorism); and other factors from time to time set forth in the Company’s SEC reports and other filings, including but not limited to the discussion in Management’s Discussion and Analysis and the risks identified in Item 1A. Risk Factors contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2023 and in the Company's subsequent quarterly reports on Form 10-Q.

Overview

We manage our business by brand and as a result have identified two operating segments, Denny’s and Keke’s. As of March 27, 2024, the Denny's brand consisted of 1,553 restaurants, 1,489 of which were franchised/licensed restaurants and 64 of which were company operated. At March 27, 2024, the Keke's brand consisted of 61 restaurants, 50 of which were franchised restaurants and 11 of which were company operated.

In addition, we have identified Denny’s as a reportable segment. The Denny’s reportable segment includes the results of all company and franchised and licensed Denny’s restaurants. Total revenues at Keke’s for the quarter ended March 27, 2024 represented less than 10% of total consolidated revenues, therefore, the Keke’s operating segment is included in Other for segment reporting purposes.

Information discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations relates to the Denny’s brand unless otherwise noted.
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Statements of Income
 
The following table contains information derived from our Consolidated Statements of Income expressed as a percentage of total operating revenue, except as noted below. Percentages may not add due to rounding.
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Revenue:    
Company restaurant sales$52,342 47.6 %$53,452 45.5 %
Franchise and license revenue57,632 52.4 %64,019 54.5 %
Total operating revenue109,974 100.0 %117,471 100.0 %
Costs of company restaurant sales, excluding depreciation and amortization (a):
  
Product costs13,311 25.4 %14,039 26.3 %
Payroll and benefits20,474 39.1 %20,240 37.9 %
Occupancy4,573 8.7 %4,094 7.7 %
Other operating expenses9,760 18.6 %8,119 15.2 %
Total costs of company restaurant sales, excluding depreciation and amortization48,118 91.9 %46,492 87.0 %
Costs of franchise and license revenue, excluding depreciation and amortization (a)27,374 47.5 %32,387 50.6 %
General and administrative expenses21,222 19.3 %20,118 17.1 %
Depreciation and amortization3,581 3.3 %3,656 3.1 %
Operating (gains), losses and other charges, net
(327)(0.3)%(1,329)(1.1)%
Total operating costs and expenses, net
99,968 90.9 %101,324 86.3 %
Operating income10,006 9.1 %16,147 13.7 %
Interest expense, net4,420 4.0 %4,505 3.8 %
Other nonoperating (income) expense, net(637)(0.6)%10,093 8.6 %
Income before income taxes6,223 5.7 %1,549 1.3 %
Provision for income taxes1,532 1.4 %952 0.8 %
Net income$4,691 4.3 %$597 0.5 %
            
(a)Costs of company restaurant sales percentages are as a percentage of company restaurant sales. Costs of franchise and license revenue percentages are as a percentage of franchise and license revenue. All other percentages are as a percentage of total operating revenue.
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Statistical DataQuarter Ended
March 27, 2024March 29, 2023
(Dollars in thousands)
Denny's  
Company average unit sales$743$762
Franchise average unit sales$457$452
Company equivalent units (a)6565
Franchise equivalent units (a)1,5011,529
Company same-store sales (decrease) increase vs. prior year (b)(c)(3.0)%11.4%
Domestic franchise same-store sales (decrease) increase vs. prior year (b)(c)(1.2)%8.1%
Keke's
Company average unit sales$455$466
Franchise average unit sales$472$491
Company equivalent units (a)98
Franchise equivalent units (a)5046
Company same-store sales decrease vs. prior year (b)(d)(1.1)%N/A
Franchise same-store sales decrease vs. prior year (b)(d)(4.0)%N/A
            
(a)Equivalent units are calculated as the weighted average number of units in operation during a defined time period.
(b)Same-store sales include sales from company restaurants or non-consolidated franchised and licensed restaurants that were open during the comparable periods noted.
(c)Prior year amounts have not been restated for 2024 comparable units.
(d)Same-store sales data for the quarter ended March 29, 2023 is not reported due to the acquisition being completed during the quarter ended September 28, 2022.

Unit ActivityQuarter Ended
March 27, 2024March 29, 2023
Denny's
Company restaurants, beginning of period65 66 
Units opened— — 
Units closed(1)— 
End of period64 66 
Franchised and licensed restaurants, beginning of period1,508 1,536 
Units opened 
Units closed(24)(13)
End of period1,489 1,528 
Total restaurants, end of period1,553 1,594 
Keke's
Company restaurants, beginning of period
Units opened— 
Units closed— — 
End of period11 
Franchised restaurants, beginning of period50 46 
Units opened — — 
Units closed— — 
End of period50 46 
Total restaurants, end of period61 54 

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Company Restaurant Operations
 
Company restaurant sales decreased $1.1 million, or 2.1%, for the quarter ended March 27, 2024, compared to the prior year period, primarily resulting from a decrease of 3.0% in Denny's same-store sales, partially offset by one additional Keke's equivalent unit for the current quarter compared to the prior year period.

Total costs of company restaurant sales as a percentage of company restaurant sales were 91.9% for the quarter ended March 27, 2024 compared to 87.0% for the prior year period.

Product costs as a percentage of company restaurant sales were 25.4% for the quarter ended March 27, 2024 compared to 26.3% for the prior year period, primarily due to increased pricing, partially offset by higher commodity costs.

Payroll and benefits as a percentage of company restaurant sales were 39.1% for the quarter ended March 27, 2024 compared to 37.9% in the prior year period. The increase as a percentage of company restaurant sales was primarily due to a 1.0 percentage point increase in workers' compensation costs primarily resulting from negative claims development in the current quarter.

Occupancy costs as a percentage of company restaurant sales were 8.7% for the quarter ended March 27, 2024 compared to 7.7% in the prior year period. The increase as a percentage of company restaurant sales was primarily due to a 0.9 percentage point increase in general liability insurance costs resulting from negative claims development in the current quarter.

Other operating expenses consist of the following amounts and percentages of company restaurant sales:
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Utilities$1,655 3.2 %$2,057 3.8 %
Repairs and maintenance1,005 1.9 %889 1.7 %
Marketing1,604 3.1 %1,395 2.6 %
Legal settlements1,449 2.8 %109 0.2 %
Pre-opening costs366 0.7 %— 0.0 %
Other direct costs3,681 7.0 %3,669 6.9 %
Other operating expenses$9,760 18.6 %$8,119 15.2 %

Other operating expenses were higher as a percentage of company restaurant sales as compared to the prior year period primarily due to unfavorable developments in certain legal claims during the quarter ended March 27, 2024.

Franchise Operations

Franchise and license revenue and costs of franchise and license revenue consisted of the following amounts and percentages of franchise and license revenue for the periods indicated:
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Royalties$29,306 50.8 %$30,027 46.9 %
Advertising revenue18,138 31.5 %19,668 30.7 %
Initial and other fees1,816 3.2 %4,990 7.8 %
Occupancy revenue 8,372 14.5 %9,334 14.6 %
Franchise and license revenue 
$57,632 100.0 %$64,019 100.0 %
Advertising costs$18,138 31.5 %$19,668 30.7 %
Occupancy costs 5,132 8.9 %5,672 8.9 %
Other direct costs 4,104 7.1 %7,047 11.0 %
Costs of franchise and license revenue 
$27,374 47.5 %$32,387 50.6 %

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Franchise and license revenue decreased $6.4 million, or 10.0%, for the quarter ended March 27, 2024 compared to the prior year period. Royalties decreased $0.7 million, or 2.4% for the current quarter compared to the prior year period. The decrease in royalties primarily resulted from a 1.2% decrease in Denny's domestic franchise same-store sales and a decrease of 28 Denny's franchise equivalent units for the current quarter compared to the prior year period.

Advertising revenue decreased $1.5 million, or 7.8%, for the current quarter compared to the prior year period. The decrease in advertising revenue primarily resulted from a $1.4 million decrease in local advertising co-op contributions. The decrease in advertising revenue also includes the impact from a 1.2% decrease in Denny's domestic franchise same-store sales and a decrease of 28 Denny's franchise equivalent units for the current quarter compared to the prior year period. The decrease during the current quarter was partially offset by an increase of $0.5 million collected from Keke's franchise restaurants.

Initial and other fees decreased $3.2 million, or 63.6%, for the quarter ended March 27, 2024 compared to the prior year period. The decrease in initial and other fees primarily resulted from a $2.1 million decrease in revenue from the sale of equipment to franchisees during the current quarter as a result of the completion of our kitchen modernization program in 2023. Additionally, menu revenue decreased $1.0 million due to the timing of the prior year menu rollout. The revenue recorded related to the sale of equipment and menus has an equal and offsetting expense recorded in other direct costs as described below. Occupancy revenue decreased $1.0 million, or 10.3%, for the current quarter compared to the prior year period, primarily due to lease terminations.

Costs of franchise and license revenue decreased $5.0 million, or 15.5%, for the quarter ended March 27, 2024 compared to the prior year period. Advertising costs decreased $1.5 million, or 7.8%, for the current quarter, which corresponds to the related advertising revenue decrease noted above. Occupancy costs decreased $0.5 million, or 9.5%, for the current quarter compared to the prior year period, primarily due to lease terminations, which corresponds to the related occupancy revenue decrease noted above. Other direct franchise costs decreased $2.9 million, or 41.8%, for the current quarter compared to the prior year period. The decrease in other direct franchise costs was primarily due to a decrease of $2.2 million of expense for the current quarter related to the cost of equipment sold to franchisees as mentioned above. Additionally, other direct franchise costs included a decrease of $1.0 million in menu costs for the current quarter. As a result of the changes in franchise and license revenue discussed above, costs of franchise and license revenue decreased to 47.5% of franchise and license revenue for the quarter ended March 27, 2024 from 50.6% for the prior year period.

Other Operating Costs and Expenses

Other operating costs and expenses such as general and administrative expenses and depreciation and amortization expense relate to both company and franchise operations.

General and administrative expenses consisted of the following:
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Corporate administrative expenses
$15,192 $14,179 
Share-based compensation2,776 3,094 
Incentive compensation
2,523 2,387 
Deferred compensation valuation adjustments
731 458 
Total general and administrative expenses
$21,222 $20,118 

Corporate administrative expenses increased $1.0 million for the quarter ended March 27, 2024 compared to the prior year period. The increase was primarily due to compensation increases and increased travel. Share-based compensation decreased $0.3 million for the current quarter primarily due to forfeitures and our performance against plan metrics. Changes in deferred compensation valuation adjustments have offsetting gains or losses on the underlying nonqualified deferred plan investments included as a component of other non-operating expense (income), net, for the corresponding periods.
 
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Depreciation and amortization consisted of the following:
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Depreciation of property and equipment
$2,655 $2,699 
Amortization of finance lease ROU assets352 395 
Amortization of intangible and other assets
574 562 
Total depreciation and amortization expense
$3,581 $3,656 

Depreciation and amortization expense decreased during the quarter ended March 27, 2024, primarily due to certain assets becoming fully depreciated.
 
Operating (gains), losses and other charges, net consisted of the following:
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Gains on sales of assets and other, net$(620)$(1,522)
Restructuring charges and exit costs
198 64 
Impairment charges
95 129 
Operating (gains), losses and other charges, net
$(327)$(1,329)

Gains on sales of assets and other, net for the quarter ended March 27, 2024 and March 29, 2023 were primarily related to the sales of real estate.

Restructuring charges and exit costs consisted of the following:
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Exit costs$42 $— 
Severance and other restructuring charges
156 64 
Total restructuring and exit costs
$198 $64 

We recorded impairment charges of $0.1 million (consisting of property) during the quarter ended March 27, 2024, resulting from our assessment of closed units. We recorded impairment charges of $0.1 million (consisting of property and right-of-use assets) during the quarter ended March 29, 2023, related to a unit held for sale.

Operating income was $10.0 million for the current quarter compared to $16.1 million for the prior year period.

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Interest expense, net consisted of the following:
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Interest on credit facility$5,057 $4,513 
Interest income on interest rate swaps(1,508)(930)
Interest on finance lease liabilities509 551 
Letters of credit and other fees
132 196 
Interest income
(71)(40)
Total cash interest, net4,119 4,290 
Amortization of deferred financing costs
159 159 
Amortization of interest rate swap losses142 56 
Total interest expense, net
$4,420 $4,505 
    
Other nonoperating (income) expense, net was income of $0.6 million for the current quarter, compared to expense of $10.1 million for the prior year period. Other nonoperating income, net for the current quarter primarily consisted of $0.7 million of gains on deferred compensation plan investments, partially offset by losses of $0.1 million related to early lease terminations. Prior year other nonoperating expense, net primarily consisted of $10.6 million of losses related to dedesignated interest rate swap valuation adjustments, partially offset by gains of $0.5 million on deferred compensation plan investments.

During the quarter ended March 29, 2023, we terminated a portion of our hedging relationship entered into in 2018 (“2018 Swaps”), reducing the previous maximum notional amount of $425 million on August 31, 2033 to $335 million. In addition, during the quarter ended March 29, 2023, we designated the remaining 2018 Swaps as cash flow hedges of our exposure to variability in future cash flows attributable to variable rate interest payments due on forecasted notional amounts. As a result, subsequent to the designation of the 2018 Swaps, gains and losses related to these cash flow hedges have been and will be recorded as a component of accumulated other comprehensive loss, net.

Provision for income taxes was $1.5 million for the quarter ended March 27, 2024 compared to $1.0 million for the prior year period. The effective tax rate was 24.6% for the current quarter compared to 61.5% for the prior year period. We expect the 2024 fiscal year effective tax rate to be between 23% and 27%. The annual effective tax rate cannot be determined until the end of the fiscal year; therefore, the actual rate could differ from our current estimates.

Net income was $4.7 million for the quarter ended March 27, 2024 compared to $0.6 million for the prior year period.

Liquidity and Capital Resources

Our primary sources of liquidity and capital resources are cash generated from operations and borrowings under our credit facility (as described below). Principal uses of cash are operating expenses, capital expenditures, and the repurchase of shares of our common stock.
 
The following table presents a summary of our sources and uses of cash and cash equivalents for the periods indicated:

 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Net cash provided by operating activities$215 $16,153 
Net cash used in investing activities(5,327)(569)
Net cash provided by (used in) financing activities1,383 (10,212)
(Decrease) increase in cash and cash equivalents$(3,729)$5,372 
  
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Net cash flows provided by operating activities were $0.2 million for the quarter ended March 27, 2024 compared to $16.2 million for the quarter ended March 29, 2023. The decrease in net cash flows provided by operating activities was primarily due to the timing of payments for accounts payable and other current liabilities over the past two years. We believe that our estimated cash flows from operations, combined with our capacity for additional borrowings under our credit facility and cash on hand, will enable us to meet our anticipated cash requirements and fund capital expenditures over the next 12 months.
 
Net cash flows used in investing activities were $5.3 million for the quarter ended March 27, 2024. These cash flows included capital expenditures of $4.9 million and investment purchases of $1.5 million, partially offset by net proceeds from the sale of real estate for $1.0 million. Net cash flows used in investing activities were $0.6 million for the quarter ended March 29, 2023. These cash flows included capital expenditures of $1.3 million, partially offset by net proceeds from the sale of real estate for $1.7 million.

Our principal capital requirements have been largely associated with the following:  
 Quarter Ended
 March 27, 2024March 29, 2023
 (In thousands)
Facilities$867 $1,009 
New construction 3,605 16 
Remodeling18 138 
Information technology333 50 
Other82 91 
Capital expenditures$4,905 $1,304 
 
Net cash flows provided by financing activities were $1.4 million for the quarter ended March 27, 2024, including net long-term debt borrowings of $5.3 million and net bank overdrafts of $2.7 million, partially offset by cash payments for stock repurchases of $4.8 million and payments of tax withholding on share-based compensation of $1.9 million. Net cash flows used in financing activities were $10.2 million for the quarter ended March 29, 2023, which included cash payments for stock repurchases of $9.0 million and payments of tax withholding on share-based compensation of $2.8 million, partially offset by net long-term debt borrowings of $2.0 million.

Our working capital deficit was $55.0 million at March 27, 2024 compared to $59.3 million at December 27, 2023, primarily due to a decrease in accounts payable during the quarter ended March 27, 2024. We are able to operate with a substantial working capital deficit because (1) restaurant operations and most food service operations are conducted primarily on a cash (and cash equivalent) basis with a low level of accounts receivable, (2) rapid turnover allows for a limited investment in inventories, and (3) accounts payable for food, beverages and supplies usually becomes due after the receipt of cash from the related sales.

Credit Facility

The Company and certain of its subsidiaries have a credit facility consisting of a five-year $400 million senior secured revolver (with a $25 million letter of credit sublimit). The credit facility includes an accordion feature that would allow us to increase the size of the facility to $450 million. Borrowings bear a tiered interest rate, which is based on the Company's consolidated leverage ratio. The maturity date for the credit facility is August 26, 2026.

The credit facility is available for working capital, capital expenditures and other general corporate purposes. The credit facility is guaranteed by the Company and its material subsidiaries and is secured by assets of the Company and its subsidiaries, including the stock of its subsidiaries (other than its insurance captive subsidiary). It includes negative covenants that are usual for facilities and transactions of this type. The credit facility also includes certain financial covenants with respect to a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. We were in compliance with all financial covenants as of March 27, 2024.

As of March 27, 2024, we had outstanding revolver loans of $261.2 million and outstanding letters of credit under the credit facility of $17.0 million. These balances resulted in unused commitments of $121.8 million as of March 27, 2024 under the credit facility.
27



As of March 27, 2024, borrowings under the credit facility bore interest at a rate of Adjusted Daily Simple SOFR plus 2.25%. Letters of credit under the credit facility bore interest at a rate of 2.38%. The commitment fee, paid on the unused portion of the credit facility, was set to 0.35%.

Prior to considering the impact of our interest rate swaps, described below, the weighted-average interest rate on outstanding revolver loans was 7.69% and 7.41% as of March 27, 2024 and December 27, 2023, respectively. Taking into consideration our interest rate swaps that are designated as cash flow hedges, the weighted-average interest rate of outstanding revolver loans was 5.30% and 5.04% as of March 27, 2024 and December 27, 2023, respectively.

Technology Transformation Initiatives

The Company has committed to investing approximately $4 million toward a new cloud-based restaurant technology platform in domestic franchise restaurants, which will lay the foundation for future technology initiatives to further enhance the guest experience. We currently expect the rollout to occur in 2024 and 2025.

Critical Accounting Policies and Estimates

For information regarding our Critical Accounting Policies and Estimates, see the "Critical Accounting Policies and Estimates" section in Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 27, 2023.

Implementation of New Accounting Standards

Information regarding the implementation of new accounting standards is incorporated by reference from Note 2 to our unaudited Consolidated Financial Statements set forth in Part I, Item 1 of this report.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We have exposure to interest rate risk related to certain instruments entered into for other than trading purposes. Specifically, as of March 27, 2024, borrowings under our credit facility bore interest at variable rates based on Adjusted Daily Simple SOFR plus 2.25% per annum.

We have receive-variable, pay-fixed interest rate swaps to hedge the forecasted cash flows of our floating rate debt. A summary of our interest rate swaps as of March 27, 2024 is as follows:

Trade DateEffective DateMaturity DateNotional AmountFair ValueFixed Rate
(In thousands)
Swaps designated as cash flow hedges
March 20, 2015March 29, 2018March 31, 2025$120,000 $3,040 2.34 %
October 1, 2015March 29, 2018March 31, 2026$50,000 $1,980 2.37 %
February 15, 2018March 31, 2020December 31, 2033$44,000 (1)$11,958 3.09 %
Total$214,000 $16,978 

(1)     The notional amounts of the swaps entered into on February 15, 2018 increase periodically until they reach the maximum notional amount of $335 million on August 31, 2033.


As of March 27, 2024, our swaps effectively increased our ratio of fixed rate debt from 4% of total debt to 83% of total debt. Based on the levels of borrowings under the credit facility at March 27, 2024, if interest rates changed by 100 basis points, our annual cash flow and income before taxes would change by $0.3 million. This computation is determined by considering the impact of hypothetical interest rates on the credit facility at March 27, 2024, taking into consideration the interest rate swaps that will be in effect during the next 12 months. However, the nature and amount of our borrowings may vary as a result of future business requirements, market conditions and other factors.
28



Depending on market considerations, fluctuations in the fair values of our interest rate swaps could be significant. With the exception of these changes in the fair value of our interest rate swaps and in the levels of borrowings under our credit facility, there have been no material changes in our quantitative and qualitative market risks since the prior reporting period. For additional information related to our interest rate swaps, including changes in the fair value, refer to Note 6, Note 7 and Note 13 to our unaudited Consolidated Financial Statements in Part I, Item 1 of this report.
  
Item 4.     Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, our management conducted an evaluation (under the supervision and with the participation of our Chief Executive Officer, Kelli F. Valade, and our Executive Vice President and Chief Financial Officer, Robert P. Verostek) as of the end of the period covered by this Quarterly Report on Form 10-Q, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, Ms. Valade and Mr. Verostek each concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to our management, including Ms. Valade and Mr. Verostek, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during our fiscal quarter ended March 27, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

Information regarding legal proceedings is incorporated by reference from Note 14 to our unaudited Consolidated Financial Statements set forth in Part I, Item 1 of this report.

Item 1A.     Risk Factors

There have been no material changes in the risk factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 27, 2023.









29


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

Purchases of Equity Securities by the Issuer

The table below provides information concerning repurchases of shares of our common stock during the quarter ended March 27, 2024.
Period 
Total Number of Shares Purchased
 Average Price Paid Per Share (1)
Total Number of Shares Purchased as Part of Publicly Announced Programs (2)
Dollar Value of Shares that May Yet be Purchased Under the Programs (2)
 (In thousands, except per share amounts)
December 28, 2023 - January 24, 2024155 $10.63 155 $98,775 
January 25, 2024 - February 21, 2024176 10.09 176 $96,998 
February 22, 2024 - March 27, 2024145 9.11 145 $95,665 
Total476 $9.97 476  

(1)Average price paid per share excludes commissions and any excise taxes paid.
(2)On December 2, 2019, we announced that our Board of Directors approved a share repurchase program, authorizing us to repurchase up to an additional $250 million of our common stock (in addition to prior authorizations). Such repurchases may take place from time to time in the open market (including pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Exchange Act) or in privately negotiated transactions, subject to market and business conditions. During the quarter ended March 27, 2024, we purchased 0.5 million shares of our common stock for an aggregate consideration of $4.8 million pursuant to the share repurchase program.


Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended March 27, 2024, none of the Company’s directors or officers informed the Company of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement