DENNY'S CORP
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended
April 1, 2015
Commission File Number 0-18051
DENNY’S CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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13-3487402
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization
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Identification No.)
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203 East Main Street
Spartanburg, South Carolina 29319-0001
(Address of principal executive offices)
(Zip Code)
(864) 597-8000
(Registrant’s telephone number, including area code)
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
þ
No
¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes
þ
No
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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þ
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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(Do not check if a smaller
reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
¨
No
þ
As of
April 30, 2015
,
84,363,692
shares of the registrant’s common stock, par value $.01 per share, were outstanding.
TABLE OF CONTENTS
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Page
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2
Denny’s Corporation and Subsidiaries
(Unaudited)
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April 1, 2015
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December 31, 2014
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|||||
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(In thousands)
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||||||
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Assets
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|||||
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Current assets:
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|||||
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Cash and cash equivalents
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$
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1,718
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$
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3,074
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Receivables
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14,140
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18,059
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Inventories
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2,680
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2,952
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Current deferred tax asset
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24,108
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24,310
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Prepaid and other current assets
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6,855
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7,676
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Total current assets
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49,501
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56,071
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Property, net of accumulated depreciation of $254,753 and $255,089, respectively
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108,412
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109,777
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Goodwill
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31,451
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31,451
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Intangible assets, net
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45,992
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46,278
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Deferred financing costs, net
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2,451
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1,614
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Noncurrent deferred tax asset
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17,620
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19,252
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Other noncurrent assets
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25,637
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25,415
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Total assets
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$
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281,064
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$
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289,858
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Liabilities
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Current liabilities:
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Current maturities of long-term debt
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$
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—
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$
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4,125
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Current maturities of capital lease obligations
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3,271
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3,609
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Accounts payable
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16,307
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13,250
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Other current liabilities
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49,564
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59,432
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Total current liabilities
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69,142
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80,416
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Long-term liabilities:
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Long-term debt, less current maturities
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135,500
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135,875
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Capital lease obligations, less current maturities
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14,689
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15,204
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Liability for insurance claims, less current portion
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17,793
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18,005
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Other noncurrent liabilities and deferred credits
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40,037
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38,775
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Total long-term liabilities
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208,019
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207,859
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Total liabilities
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277,161
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288,275
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Commitments and contingencies
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Shareholders' equity
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Common stock $0.01 par value; shares authorized - 135,000; April 1, 2015: 106,274 shares issued and 84,714 shares outstanding; December 31, 2014: 105,818 shares issued and 84,707 shares outstanding
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$
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1,063
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$
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1,058
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Paid-in capital
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572,109
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571,674
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Deficit
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(429,688
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)
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(438,221
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Accumulated other comprehensive loss, net of tax
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(26,152
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)
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(24,602
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)
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Shareholders’ equity before treasury stock
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117,332
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109,909
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Treasury stock, at cost, 21,561 and 21,111 shares, respectively
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(113,429
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)
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(108,326
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Total shareholders' equity
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3,903
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1,583
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Total liabilities and shareholders' equity
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$
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281,064
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$
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289,858
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See accompanying notes
3
Denny’s Corporation and Subsidiaries
(Unaudited)
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Quarter Ended
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April 1, 2015
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March 26, 2014
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(In thousands, except per share amounts)
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Revenue:
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Company restaurant sales
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$
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85,982
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$
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79,304
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Franchise and license revenue
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34,189
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32,616
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Total operating revenue
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120,171
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111,920
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Costs of company restaurant sales:
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Product costs
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21,444
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20,583
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Payroll and benefits
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33,204
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33,099
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Occupancy
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4,895
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5,128
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Other operating expenses
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11,765
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11,365
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Total costs of company restaurant sales
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71,308
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70,175
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Costs of franchise and license revenue
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10,978
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10,697
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General and administrative expenses
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16,936
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14,116
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Depreciation and amortization
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5,024
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5,238
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Operating (gains), losses and other charges, net
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608
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422
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Total operating costs and expenses, net
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104,854
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100,648
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Operating income
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15,317
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11,272
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Interest expense, net
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2,087
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2,322
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Other nonoperating expense (income), net
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29
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(100
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Net income before income taxes
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13,201
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9,050
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Provision for income taxes
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4,668
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2,619
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Net income
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$
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8,533
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$
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6,431
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Basic net income per share
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$
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0.10
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$
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0.07
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Diluted net income per share
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$
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0.10
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$
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0.07
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Basic weighted average shares outstanding
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84,875
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88,803
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Diluted weighted average shares outstanding
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87,465
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90,816
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See accompanying notes
4
Denny’s Corporation and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
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Quarter Ended
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April 1, 2015
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March 26, 2014
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(In thousands)
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Net income
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$
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8,533
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$
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6,431
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Other comprehensive loss, net of tax:
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Minimum pension liability adjustment, net of tax expense of $169 and $90
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264
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141
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Recognition of unrealized loss on hedge transaction, net of tax benefit of $1,161 and $224
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(1,814
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(349
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Other comprehensive loss
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(1,550
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(208
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Total comprehensive income
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$
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6,983
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$
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6,223
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See accompanying notes
5
Denny’s Corporation and Subsidiaries
Condensed Consolidated Statement of Shareholders’ Equity
(Unaudited)
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Common Stock
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Treasury Stock
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Paid-in Capital
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(Deficit)
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Accumulated
Other
Comprehensive
Loss, Net
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Total
Shareholders’
Equity
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|||||||||||||||||||||||
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Shares
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Amount
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Shares
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Amount
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(In thousands)
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Balance, December 31, 2014
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105,818
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$
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1,058
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(21,111
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$
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(108,326
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$
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571,674
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$
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(438,221
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$
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(24,602
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$
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1,583
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Net income
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—
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—
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—
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—
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—
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8,533
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—
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8,533
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Other comprehensive loss
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—
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—
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—
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—
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—
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—
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(1,550
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(1,550
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Share-based compensation on equity classified awards
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—
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—
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—
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—
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(43
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—
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—
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(43
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Purchase of treasury stock
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—
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—
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(450
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(5,103
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—
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—
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—
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(5,103
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Issuance of common stock for share-based compensation
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368
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4
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—
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—
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(4
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—
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—
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—
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Exercise of common stock options
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88
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1
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—
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—
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367
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—
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—
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368
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Tax benefit from share-based compensation
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—
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—
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—
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—
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115
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—
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—
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115
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Balance, April 1, 2015
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106,274
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$
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1,063
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(21,561
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$
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(113,429
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$
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572,109
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$
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(429,688
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$
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(26,152
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$
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3,903
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See accompanying notes
6
Denny’s Corporation and Subsidiaries
(Unaudited)
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Quarter Ended
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April 1, 2015
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March 26, 2014
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(In thousands)
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Cash flows from operating activities:
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Net income
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$
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8,533
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$
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6,431
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Adjustments to reconcile net income to cash flows provided by operating activities:
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Depreciation and amortization
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5,024
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5,238
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Operating (gains), losses and other charges, net
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608
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422
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Amortization of deferred financing costs
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120
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121
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Loss (gain) on early extinguishments of debt
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278
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(1
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)
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Loss on change in the fair value of interest rate caps
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—
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10
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Deferred income tax expense
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2,826
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2,159
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Share-based compensation
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1,705
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1,164
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Changes in assets and liabilities:
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Decrease (increase) in assets:
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|||||
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Receivables
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3,774
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2,836
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Inventories
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272
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(36
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)
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Other current assets
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822
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1,478
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Other assets
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(843
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)
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(586
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Increase (decrease) in liabilities:
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Accounts payable
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(275
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3,306
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Accrued salaries and vacations
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(9,333
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(3,967
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Accrued taxes
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(38
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(320
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)
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Other accrued liabilities
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(2,762
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)
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(3,961
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Other noncurrent liabilities and deferred credits
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(88
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(963
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Net cash flows provided by operating activities
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10,623
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13,331
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Cash flows from investing activities:
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Capital expenditures
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(3,446
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(6,857
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Proceeds from disposition of property
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—
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4
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Collections on notes receivable
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495
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727
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Issuance of notes receivable
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(449
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)
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(305
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Net cash flows used in investing activities
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(3,400
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)
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(6,431
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Cash flows from financing activities:
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Revolver borrowings
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140,500
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3,000
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Revolver payments
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(90,250
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)
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—
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Long-term debt payments
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(55,839
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)
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(1,746
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)
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Proceeds from exercise of stock options
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368
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44
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Tax withholding on share-based payments
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(982
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)
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(419
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)
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Tax benefit (expense) for share-based compensation
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115
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(275
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)
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Deferred financing costs
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(1,171
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)
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—
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Purchase of treasury stock
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(4,912
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(8,596
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Net bank overdrafts
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3,592
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(437
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)
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Net cash flows used in financing activities
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(8,579
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)
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(8,429
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Decrease in cash and cash equivalents
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(1,356
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)
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(1,529
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)
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Cash and cash equivalents at beginning of period
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3,074
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2,943
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Cash and cash equivalents at end of period
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$
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1,718
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$
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1,414
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See accompanying notes
7
Denny’s Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Denny’s Corporation, or Denny’s, is one of America’s largest full-service restaurant chains based on number of restaurants. At
April 1, 2015
, the Denny's brand consisted of
1,694
restaurants,
1,534
of which were franchised/licensed restaurants and
160
of which were company operated.
Our unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Therefore, certain information and notes normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or 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, including those for the above-described items, are reasonable.
These interim condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto for the year ended
December 31, 2014
and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2014
. The results of operations for the interim periods presented are not necessarily indicative of the results for the entire fiscal year ending
December 30, 2015
.
Newly Adopted Accounting Standards
Discontinued Operations
ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity"
Effective January 1, 2015, we adopted ASU 2014-08, which raises the threshold for a disposal to qualify as a discontinued operation and modifies the related disclosure requirements. Under the new guidance, only disposals resulting in a strategic shift that will have a major effect on an entity's operations and financial results will be reported as discontinued operations. ASU 2014-08 also removes the requirement that an entity not have any significant continuing involvement in the operations of the component after disposal to qualify for reporting of the disposal as a discontinued operation. This guidance requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations. The adoption of this guidance did not have a material impact on our consolidated financial statements.
Accounting Standards to be Adopted
Revenue Recognition
ASU 2014-09, "Revenue from Contracts with Customers"
In May 2014, the FASB issued ASU 2014-09, which clarifies the principles used to recognize revenue for all entities. The new guidance requires companies to recognize revenue when it transfers goods or service to a customer in an amount that reflects the consideration to which a company expects to be entitled. ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2016 (our fiscal 2017), however on April 29, 2015 the FASB issued a proposed ASU that would defer the effective date one year (our fiscal 2018). The guidance allows for either a "full retrospective" adoption or a "modified retrospective" adoption, however early adoption is not permitted (under the proposed ASU earlier application would be permitted as of the original effective date). We are currently evaluating the adoption methods and the impact the adoption of this guidance will have on our consolidated financial statements.
8
Consolidation
ASU 2015-02,"Consolidation (Topic 810): Amendments to the Consolidation Analysis"
In February 2015, the FASB issued ASU 2015-02, which improves targeted areas of the consolidation guidance and reduces the number of consolidation models. ASU 2015-02 is effective for annual and interim periods beginning after December 15, 2015 (our fiscal 2016) with early adoption permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.
Debt Issuance
ASU 2015-03,"Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs"
In April 2015, the FASB issued ASU 2015-03, which simplifies the guidance on the presentation of debt issuance costs. ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015 (our fiscal 2016) with early adoption permitted. The new guidance is to be applied retrospectively to all prior periods. The adoption of this guidance will result in a reclassification between other noncurrent assets and long-term debt, less current maturities on the Consolidated Balance Sheets.
Defined Benefit Plans
ASU 2015-04,"Compensation—Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets"
In April 2015, the FASB issued ASU 2015-04, which provides a practical expedient for entities with a fiscal year-end that does not coincide with a month-end. The practical expedient permits an entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end. ASU 2015-04 is effective for annual and interim periods beginning after December 15, 2015 (our fiscal 2016) with early adoption permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.
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 the financial statements as a result of future adoption.
Receivables were comprised of the following:
|
|
April 1, 2015
|
December 31, 2014
|
|||||
|
|
(In thousands)
|
||||||
|
Current assets:
|
|
|
|||||
|
Receivables:
|
|
|
|||||
|
Trade accounts receivable from franchisees
|
$
|
9,855
|
|
$
|
10,929
|
|
|
|
Notes receivable from franchisees
|
1,275
|
|
1,419
|
|
|||
|
Vendor receivables
|
973
|
|
2,534
|
|
|||
|
Credit card receivables
|
1,385
|
|
1,661
|
|
|||
|
Other
|
926
|
|
1,816
|
|
|||
|
Allowance for doubtful accounts
|
(274
|
)
|
(300
|
)
|
|||
|
Total current receivables, net
|
$
|
14,140
|
|
$
|
18,059
|
|
|
|
Noncurrent assets (included as a component of other noncurrent assets):
|
|
|
|||||
|
Notes receivable from franchisees
|
$
|
523
|
|
$
|
425
|
|
|
9
Goodwill had a carrying value of
$31.5 million
as of
April 1, 2015
and
December 31, 2014
.
Other intangible assets were comprised of the following:
|
|
April 1, 2015
|
December 31, 2014
|
|||||||||||||
|
|
Gross Carrying Amount
|
Accumulated Amortization
|
Gross Carrying Amount
|
Accumulated Amortization
|
|||||||||||
|
|
(In thousands)
|
||||||||||||||
|
Intangible assets with indefinite lives:
|
|
|
|
|
|||||||||||
|
Trade names
|
$
|
44,065
|
|
$
|
—
|
|
$
|
44,065
|
|
$
|
—
|
|
|||
|
Liquor licenses
|
126
|
|
—
|
|
126
|
|
—
|
|
|||||||
|
Intangible assets with definite lives:
|
|
|
|
|
|||||||||||
|
Franchise and license agreements
|
12,824
|
|
12,081
|
|
22,366
|
|
21,426
|
|
|||||||
|
Reacquired franchise rights
|
1,857
|
|
799
|
|
1,857
|
|
710
|
|
|||||||
|
Intangible assets
|
$
|
58,872
|
|
$
|
12,880
|
|
$
|
68,414
|
|
$
|
22,136
|
|
|||
The
$9.5 million
decrease in franchise and license agreements primarily resulted from the removal of fully amortized agreements.
Other current liabilities consisted of the following:
|
|
April 1, 2015
|
December 31, 2014
|
|||||
|
|
(In thousands)
|
||||||
|
Accrued salaries and vacation
|
$
|
16,520
|
|
$
|
23,928
|
|
|
|
Accrued insurance, primarily current portion of liability for insurance claims
|
7,312
|
|
6,340
|
|
|||
|
Accrued taxes
|
7,091
|
|
7,129
|
|
|||
|
Accrued advertising
|
6,832
|
|
8,027
|
|
|||
|
Gift cards
|
3,158
|
|
4,017
|
|
|||
|
Other
|
8,651
|
|
9,991
|
|
|||
|
Other current liabilities
|
49,564
|
|
59,432
|
|
|||
Operating (gains), losses and other charges, net
are comprised of the following:
|
|
Quarter Ended
|
||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||
|
|
(In thousands)
|
||||||
|
Gains on sales of assets and other, net
|
$
|
(22
|
)
|
$
|
(8
|
)
|
|
|
Restructuring charges and exit costs
|
581
|
|
430
|
|
|||
|
Impairment charges
|
49
|
|
—
|
|
|||
|
Operating (gains), losses and other charges, net
|
$
|
608
|
|
$
|
422
|
|
|
10
Restructuring charges and exit costs were comprised of the following:
|
|
Quarter Ended
|
||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||
|
|
(In thousands)
|
||||||
|
Exit costs
|
$
|
453
|
|
$
|
54
|
|
|
|
Severance and other restructuring charges
|
128
|
|
376
|
|
|||
|
Total restructuring charges and exit costs
|
$
|
581
|
|
$
|
430
|
|
|
The components of the change in accrued exit cost liabilities are as follows:
|
|
(In thousands)
|
||
|
Balance, December 31, 2014
|
$
|
2,142
|
|
|
Exit costs (1)
|
453
|
|
|
|
Payments, net of sublease receipts
|
(283
|
)
|
|
|
Interest accretion
|
34
|
|
|
|
Balance, April 1, 2015
|
2,346
|
|
|
|
Less current portion included in other current liabilities
|
708
|
|
|
|
Long-term portion included in other noncurrent liabilities
|
$
|
1,638
|
|
|
(1)
|
Included as a component of operating (gains), losses and other charges, net.
|
Fair Value of Assets and Liabilities Measured on a Recurring and Nonrecurring Basis
Financial assets and liabilities measured at fair value on a recurring basis are summarized below:
|
|
Total
|
Quoted Prices in Active Markets for Identical Assets/Liabilities
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
Valuation Technique
|
||||||||||||
|
|
(In thousands
)
|
|
|||||||||||||||
|
Fair value measurements as of April 1, 2015:
|
|||||||||||||||||
|
Deferred compensation plan investments (1)
|
$
|
10,151
|
|
$
|
10,151
|
|
$
|
—
|
|
$
|
—
|
|
market approach
|
||||
|
Interest rate swaps (2)
|
(2,332
|
)
|
—
|
|
(2,332
|
)
|
—
|
|
income approach
|
||||||||
|
Total
|
$
|
7,819
|
|
$
|
10,151
|
|
$
|
(2,332
|
)
|
$
|
—
|
|
|
||||
|
Fair value measurements as of December 31, 2014:
|
|||||||||||||||||
|
Deferred compensation plan investments (1)
|
$
|
9,295
|
|
$
|
9,295
|
|
$
|
—
|
|
$
|
—
|
|
market approach
|
||||
|
Interest rate swap (2)
|
642
|
|
—
|
|
642
|
|
—
|
|
income approach
|
||||||||
|
Interest rate cap (2)
|
0
|
|
—
|
|
0
|
|
—
|
|
income approach
|
||||||||
|
Total
|
$
|
9,937
|
|
$
|
9,295
|
|
$
|
642
|
|
$
|
—
|
|
|
||||
|
(1)
|
The fair values of our deferred compensation plan investments are based on the closing market prices of the participants’ elected investments.
|
|
(2)
|
The fair values of our interest rate swaps and interest rate cap are based upon Level 2 inputs, which include valuation models as reported by our counterparties. The key inputs for the valuation models are quoted market prices, interest rates and forward yield curves. See Note 8 for details on the interest rate swaps and interest rate cap.
|
11
Those assets and liabilities measured at fair value on a nonrecurring basis are summarized below:
|
|
Significant Unobservable Inputs
(Level 3)
|
Impairment Charges
|
Valuation Technique
|
|||||||
|
|
||||||||||
|
Fair value measurements as of December 31, 2014:
|
||||||||||
|
Assets held and used (1)
|
$
|
—
|
|
$
|
320
|
|
income approach
|
|||
|
(1)
|
As of December 31, 2014, impaired assets related to an underperforming restaurant 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.
|
Refinancing of Credit Facility
On March 30, 2015, Denny's Corporation and certain of its subsidiaries refinanced our credit facility (the "Old Credit Facility") and entered into a new five-year
$250 million
senior secured revolver (with a
$30 million
letter of credit sublimit) (the “New Credit Facility”). The New Credit Facility includes an accordion feature that would allow us to increase the size of the revolver to
$325 million
. A commitment fee of
0.20%
is paid on the unused portion of the revolving credit facility. Borrowings under the credit facility bear a tiered interest rate, which is based on the Company’s consolidated leverage ratio and was initially set at LIBOR plus 150 basis points. The maturity date for the credit facility is
March 30, 2020
.
The New Credit Facility was used to refinance the Old Credit Facility and will also be available for working capital, capital expenditures and other general corporate purposes. The New 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 the Company's subsidiaries. It includes negative covenants that are usual for facilities and transactions of this type. The New Credit Facility also includes certain financial covenants with respect to a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio.
As a result of the debt refinancing, we recorded
$0.3 million
of losses on early extinguishment of debt from the write-off of deferred financing costs related to the Old Credit Facility. These losses are included as a component of other nonoperating expense in the Condensed Consolidated Statements of Comprehensive Income.
As of
April 1, 2015
, we had outstanding revolver loans of
$135.5 million
and outstanding letters of credit under the senior secured revolver of
$25.7 million
. These balances resulted in availability of
$88.8 million
under the revolving facility. Prior to considering the impact of our interest rate swap, described below, the weighted-average interest rate on outstanding revolver loans was
1.69%
and
2.17%
as of
April 1, 2015
and
December 31, 2014
, respectively. Taking into consideration our interest rate swap, which became effective on March 31, 2015, the weighted-average interest rate of outstanding revolver loans was
2.53%
as of
April 1, 2015
.
Aggregate annual maturities of long-term debt, excluding capital lease obligations, at
April 1, 2015
are as follows:
|
In thousands
|
||||
|
Remainder of 2015
|
$
|
—
|
|
|
|
2016
|
—
|
|
||
|
2017
|
—
|
|
||
|
2018
|
—
|
|
||
|
2019
|
—
|
|
||
|
Thereafter
|
135,500
|
|
||
|
Total long-term debt, excluding capital lease obligations
|
$
|
135,500
|
|
|
12
Interest Rate Hedges
We previously entered into interest rate hedges that capped the LIBOR rate on borrowings under our credit facility. The 200 basis point LIBOR cap applied to
$125 million
of borrowings from April 14, 2013 through April 13, 2014 and to
$150 million
of borrowings from April 14, 2014 through March 31, 2015.
We also previously entered into an interest rate swap to hedge a portion of the cash flows of our floating rate debt from March 31, 2015 to March 29, 2018. During the quarter ended April 1, 2015, we entered into an additional interest rate swap to hedge a portion of the cash flows of our floating rate debt from March 29, 2018 through March 31, 2025. We designated the interest rate swaps as cash flow hedges of our exposure to variability in future cash flows attributable to payments of LIBOR due on a related
$120 million
notional debt obligation. Based on the interest rate as determined by our consolidated leverage ratio in effect as of
April 1, 2015
, under the terms of the swap, we will pay an average fixed rate of 2.63% on the notional amounts from March 31, 2015 to March 29, 2018, pay an average fixed rate of 3.936% from March 29, 2018 through March 31, 2025 and receive payments during these periods from a counterparty based on the 30-day LIBOR rate. As of
April 1, 2015
, the fair value of the interest rate swaps was a liability of
$2.3 million
, which is recorded as a component of other noncurrent liabilities and deferred credits on our Condensed Consolidated Balance Sheets. See Note 14 for the amounts recorded in accumulated other comprehensive loss related to the interest rate swaps.
We believe that our estimated cash flows from operations for
2015
, combined with our capacity for additional borrowings under our credit facility, will enable us to meet our anticipated cash requirements and fund capital expenditures over the next twelve months.
The components of net periodic benefit cost were as follows:
|
|
Quarter Ended
|
||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||
|
|
(In thousands)
|
||||||
|
Pension Plan:
|
|||||||
|
Service cost
|
$
|
95
|
|
$
|
95
|
|
|
|
Interest cost
|
746
|
|
779
|
|
|||
|
Expected return on plan assets
|
(877
|
)
|
(989
|
)
|
|||
|
Amortization of net loss
|
433
|
|
231
|
|
|||
|
Net periodic benefit cost
|
$
|
397
|
|
$
|
116
|
|
|
|
Other Defined Benefit Plans:
|
|||||||
|
Interest cost
|
$
|
27
|
|
$
|
31
|
|
|
|
Amortization of net loss
|
20
|
|
15
|
|
|||
|
Net periodic benefit cost
|
$
|
47
|
|
$
|
46
|
|
|
We made
no
contributions to our qualified pension plan during the
quarter
ended
April 1, 2015
. We made contributions of
$1.3 million
to our qualified pension plan during the
quarter
ended
March 26, 2014
. We made contributions of
$0.1 million
to our other defined benefit plans during both the
quarter
s ended
April 1, 2015
and
March 26, 2014
. We expect to contribute
$0.1 million
to our other defined benefit plans over the remainder of fiscal
2015
.
During 2014, our Board of Directors approved the termination of the Advantica Pension Plan as of December 31, 2014. We currently expect that the termination of the plan will be completed by the end of fiscal 2015 or early 2016. Settlement gain or loss, if any, resulting from the termination will be recognized at that time. We will be required to make contributions to the qualified pension plan as a result of the termination, dependent upon market conditions and participant elections. We currently expect that these contributions will be between
$6 million
and
$8 million
.
Additional minimum pension liability of
$24.7 million
and
$25.0 million
is reported as a component of accumulated other comprehensive loss in the Condensed Consolidated Statement of Shareholders’ Equity as of
April 1, 2015
and
December 31, 2014
, respectively.
13
Total share-based compensation cost included as a component of net income was as follows:
|
|
Quarter Ended
|
||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||
|
|
(In thousands)
|
||||||
|
Stock options
|
$
|
—
|
|
$
|
52
|
|
|
|
Performance share awards
|
1,523
|
|
928
|
|
|||
|
Restricted stock units for board members
|
182
|
|
184
|
|
|||
|
Total share-based compensation
|
$
|
1,705
|
|
$
|
1,164
|
|
|
Performance Share Awards
In February 2015, we granted certain employees approximately
0.2 million
performance shares that vest based on the total shareholder return ("TSR") of our stock compared to the TSRs of a group of peer companies and
0.3 million
performance shares that vest based on our Adjusted EBITDA growth rate, as defined under the terms of the award. As the TSR based performance shares contain a market condition, a Monte Carlo valuation was used to determine the grant date fair value of
$11.86
per share. The performance shares based on the Adjusted EBITDA growth rate have a grant date fair value of
$11.03
per share, the market value of our stock on the date of grant. The awards granted to our named executive officers also contain a performance condition based on certain operating measures for the fiscal year ended
December 30, 2015
. The TSR and Adjusted EBITDA growth rate performance period is the
three
year fiscal period beginning January 1, 2015 and ending December 27, 2017. The performance shares will vest and be earned (from
0%
to
150%
of the target award for each such increment) at the end of the performance period.
During the
quarter ended April 1, 2015
, we made payments of
$3.4 million
in cash and issued
0.4 million
shares of common stock related to performance share awards.
As of
April 1, 2015
, we had approximately
$8.3 million
of unrecognized compensation cost related to all unvested performance share awards outstanding, which is expected to be recognized over a weighted average of
2.1 years
.
Restricted Stock Units for Board Members
As of
April 1, 2015
, we had approximately
$0.1 million
of unrecognized compensation cost related to all unvested restricted stock unit awards outstanding, which is expected to be recognized over a weighted average of
0.1 years
.
The effective tax rate for the
quarter ended April 1, 2015
was
35.4%
, compared to
28.9%
for the
quarter ended March 26, 2014
. The increase in the effective rate is primarily related to discrete tax items. The 2015 and 2014 rates benefited from state jobs tax credits claimed for the prior year's hiring activity of
2.3%
and
3.7%
, respectively. In addition, the 2014 rate benefited
5.0%
from out-of-period share-based compensation adjustments. We do not believe the out-of-period adjustment was material to any prior year financial statements or on earnings trends.
14
The amounts used for the basic and diluted net income per share calculations are summarized below:
|
|
Quarter Ended
|
||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||
|
|
(In thousands, except for per share amounts)
|
||||||
|
Net income
|
$
|
8,533
|
|
$
|
6,431
|
|
|
|
Weighted average shares outstanding - basic
|
84,875
|
|
88,803
|
|
|||
|
Effect of dilutive share-based compensation awards
|
2,590
|
|
2,013
|
|
|||
|
Weighted average shares outstanding - diluted
|
87,465
|
|
90,816
|
|
|||
|
Basic net income per share
|
$
|
0.10
|
|
$
|
0.07
|
|
|
|
Diluted net income per share
|
$
|
0.10
|
|
$
|
0.07
|
|
|
|
Anti-dilutive share-based compensation awards
|
—
|
|
573
|
|
|||
|
|
Quarter Ended
|
||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||
|
|
(In thousands)
|
||||||
|
Income taxes paid, net
|
$
|
298
|
|
$
|
820
|
|
|
|
Interest paid
|
$
|
2,100
|
|
$
|
2,069
|
|
|
|
Noncash investing and financing activities:
|
|
|
|||||
|
Issuance of common stock, pursuant to share-based compensation plans
|
$
|
3,963
|
|
$
|
1,030
|
|
|
|
Execution of capital leases
|
$
|
282
|
|
$
|
423
|
|
|
|
Treasury stock payable
|
$
|
344
|
|
$
|
721
|
|
|
|
Accrued deferred financing costs
|
$
|
80
|
|
$
|
—
|
|
|
Share Repurchase
Our Old Credit Facility (as defined in Note 8) permitted and our New Credit Facility (as defined in Note 8) permits the payment of cash dividends and the purchase of Denny’s stock subject to certain limitations. In April 2013, we announced that our Board of Directors approved a share repurchase program authorizing us to repurchase up to an additional
10.0 million
shares of our common stock (in addition to prior authorizations). Under this program, 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) or in privately negotiated transactions, subject to market and business conditions. During the
quarter ended April 1, 2015
, we repurchased
450,000
shares of our common stock for approximately
$5.1 million
. This brings the total amount repurchased under this program to
6.6 million
shares of our common stock for approximately
$46.1 million
, leaving
3.4 million
shares that can be repurchased as of
April 1, 2015
.
On March 31, 2015, our Board of Directors approved a new share repurchase program authorizing us to repurchase an additional
$100 million
of our common stock, in addition to repurchases previously authorized. Such repurchases are to be made in a manner similar to, and will be in addition to, authorizations under the April 2013 repurchase program.
Repurchased shares are included as treasury stock in the Condensed Consolidated Balance Sheets and the Condensed Consolidated Statement of Shareholders' Equity.
15
Accumulated Other Comprehensive Loss
The components of the change in accumulated other comprehensive loss were as follows:
|
Pensions
|
Derivatives
|
Accumulated Other Comprehensive Loss
|
|||||||||
|
(In thousands)
|
|||||||||||
|
Balance as of December 31, 2014
|
$
|
(24,994
|
)
|
$
|
392
|
|
$
|
(24,602
|
)
|
||
|
Amortization of net loss (1)
|
433
|
|
—
|
|
433
|
|
|||||
|
Net change in fair value of derivatives
|
—
|
|
(2,975
|
)
|
(2,975
|
)
|
|||||
|
Income tax (expense) benefit related to items of other comprehensive loss
|
(169
|
)
|
1,161
|
|
992
|
|
|||||
|
Balance as of April 1, 2015
|
$
|
(24,730
|
)
|
$
|
(1,422
|
)
|
$
|
(26,152
|
)
|
||
|
(1)
|
Before-tax amount that was reclassified from accumulated other comprehensive loss and included as a component of pension expense within general and administrative expenses in our Condensed Consolidated Statements of Income during the
quarter ended April 1, 2015
. See Note 9 for additional details.
|
We expect to reclassify approximately
$1.1 million
from accumulated other comprehensive loss related to our interest rate swaps during the next twelve months. This amount will be included as a component of interest expense in our Condensed Consolidated Statements of Income. See Note 8 for additional details.
We have guarantees related to certain franchisee leases and loans. Payments under these guarantees would result from the inability of a franchisee to fund required payments when due. Through
April 1, 2015
, no events had occurred that caused us to make payments under the guarantees. There were
$9.8 million
of loans outstanding under these programs as of both
April 1, 2015
and
December 31, 2014
. As of
April 1, 2015
, the maximum amounts payable under the lease guarantee and loan guarantees were
$2.0 million
and
$1.7 million
, respectively. As a result of these guarantees, we have recorded liabilities of approximately
$0.1 million
as of both
April 1, 2015
and
December 31, 2014
, which are included as a component of other noncurrent liabilities and deferred credits in our Condensed Consolidated Balance Sheets and other nonoperating expense in our Condensed Consolidated Statements of Income.
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 the Company's consolidated results of operations or financial position.
We performed an evaluation of subsequent events and determined that no events required disclosure.
16
Forward-Looking Statements
The following discussion is intended to highlight significant changes in our financial position as of
April 1, 2015
and results of operations for the
quarter ended April 1, 2015
compared to the
quarter ended March 26, 2014
. This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements included in Management's Discussion and Analysis of Financial Condition and Results of Operations, which reflect our best judgment based on factors currently known and are intended to speak only as of the date such statements are made, involve risks, uncertainties, and other factors which may cause our actual performance to be materially different from the performance indicated or implied by such statements. Such factors include, among others: competitive pressures from within the restaurant industry; the level of success of our operating initiatives and advertising and promotional efforts; adverse publicity; 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 (including acts of war and terrorism); and other factors included in the discussion below, or in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and Part I. Item 1A. Risk Factors, contained in our Annual Report on Form 10-K for the year ended
December 31, 2014
.
17
Statements of Income
The following table contains information derived from our Condensed Consolidated Statements of Income expressed as a percentage of total operating revenues, except as noted below. Percentages may not add due to rounding.
|
|
Quarter Ended
|
||||||||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||||||||
|
|
(Dollars in thousands)
|
||||||||||||
|
Revenue:
|
|
|
|
|
|||||||||
|
Company restaurant sales
|
$
|
85,982
|
|
71.5
|
%
|
$
|
79,304
|
|
70.9
|
%
|
|||
|
Franchise and license revenue
|
34,189
|
|
28.5
|
%
|
32,616
|
|
29.1
|
%
|
|||||
|
Total operating revenue
|
120,171
|
|
100.0
|
%
|
111,920
|
|
100.0
|
%
|
|||||
|
Costs of company restaurant sales (a):
|
|
|
|
|
|||||||||
|
Product costs
|
21,444
|
|
24.9
|
%
|
20,583
|
|
26.0
|
%
|
|||||
|
Payroll and benefits
|
33,204
|
|
38.6
|
%
|
33,099
|
|
41.7
|
%
|
|||||
|
Occupancy
|
4,895
|
|
5.7
|
%
|
5,128
|
|
6.5
|
%
|
|||||
|
Other operating expenses
|
11,765
|
|
13.7
|
%
|
11,365
|
|
14.3
|
%
|
|||||
|
Total costs of company restaurant sales
|
71,308
|
|
82.9
|
%
|
70,175
|
|
88.5
|
%
|
|||||
|
Costs of franchise and license revenue (a)
|
10,978
|
|
32.1
|
%
|
10,697
|
|
32.8
|
%
|
|||||
|
General and administrative expenses
|
16,936
|
|
14.1
|
%
|
14,116
|
|
12.6
|
%
|
|||||
|
Depreciation and amortization
|
5,024
|
|
4.2
|
%
|
5,238
|
|
4.7
|
%
|
|||||
|
Operating (gains), losses and other charges, net
|
608
|
|
0.5
|
%
|
422
|
|
0.4
|
%
|
|||||
|
Total operating costs and expenses, net
|
104,854
|
|
87.3
|
%
|
100,648
|
|
89.9
|
%
|
|||||
|
Operating income
|
15,317
|
|
12.7
|
%
|
11,272
|
|
10.1
|
%
|
|||||
|
Interest expense, net
|
2,087
|
|
1.7
|
%
|
2,322
|
|
2.1
|
%
|
|||||
|
Other nonoperating expense (income), net
|
29
|
|
0.0
|
%
|
(100
|
)
|
(0.1
|
)%
|
|||||
|
Net income before income taxes
|
13,201
|
|
11.0
|
%
|
9,050
|
|
8.1
|
%
|
|||||
|
Provision for income taxes
|
4,668
|
|
3.9
|
%
|
2,619
|
|
2.3
|
%
|
|||||
|
Net income
|
$
|
8,533
|
|
7.1
|
%
|
$
|
6,431
|
|
5.7
|
%
|
|||
|
Other Data:
|
|
|
|
|
|
|
|
|
|||||
|
Company average unit sales
|
$
|
538
|
|
|
|
$
|
498
|
|
|
|
|||
|
Franchise average unit sales
|
$
|
383
|
|
|
|
$
|
356
|
|
|
|
|||
|
Company equivalent units (b)
|
160
|
|
|
|
159
|
|
|
|
|||||
|
Franchise equivalent units (b)
|
1,537
|
|
|
|
1,536
|
|
|
|
|||||
|
Company same-store sales increase (c)(d)
|
7.6
|
%
|
|
|
3.2
|
%
|
|
|
|||||
|
Domestic franchise same-store sales increase (c)(d)
|
7.1
|
%
|
|
|
1.5
|
%
|
|
|
|||||
|
(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.
|
|
(b)
|
Equivalent units are calculated as the weighted average number of units outstanding during a defined time period.
|
|
(c)
|
Same-store sales include sales from restaurants that were open the same period in the prior year.
|
|
(d)
|
Prior year amounts have not been restated for
2015
comparable units.
|
18
Quarter Ended April 1, 2015
Compared with
Quarter Ended March 26, 2014
Unit Activity
|
|
Quarter Ended
|
||||
|
|
April 1, 2015
|
March 26, 2014
|
|||
|
Company restaurants, beginning of period
|
161
|
|
163
|
|
|
|
Units opened
|
—
|
|
—
|
|
|
|
Units closed
|
(1
|
)
|
(2
|
)
|
|
|
End of period
|
160
|
|
161
|
|
|
|
Franchised and licensed restaurants, beginning of period
|
1,541
|
|
1,537
|
|
|
|
Units opened
|
9
|
|
4
|
|
|
|
Units closed
|
(16
|
)
|
(6
|
)
|
|
|
End of period
|
1,534
|
|
1,535
|
|
|
|
Total restaurants, end of period
|
1,694
|
|
1,696
|
|
|
Company Restaurant Operations
During the
quarter ended April 1, 2015
, company restaurant sales
increased
$6.7 million
, or
8.4%
, primarily resulting from a
7.6%
increase
in company same-store sales and the November 2014 reopening of our highest volume restaurant in Las Vegas, Nevada.
Total costs of company restaurant sales as a percentage of company restaurant sales
decreased
to
82.9%
from
88.5%
. Product costs
decreased
to
24.9%
from
26.0%
primarily due to the favorable impact of product mix and higher menu pricing. Payroll and benefits
decreased
to
38.6%
from
41.7%
primarily due to a 2.3 percentage point decrease in labor costs, a 0.8 percentage point decrease in workers' compensation costs and a 0.3 percentage point decrease in group insurance. The decrease in labor costs was primarily due to the leveraging effect of higher sales. The current year period included $0.2 million in favorable workers' compensation claims development, as compared to $0.4 million in unfavorable claims development in the prior year period. Occupancy costs
decreased
to
5.7%
from
6.5%
. The occupancy decrease is primarily due to a $0.2 million increase in general liability costs during the prior year period and the leveraging effect of higher sales in the current year period. Other operating expenses were comprised of the following amounts and percentages of company restaurant sales:
|
|
Quarter Ended
|
||||||||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||||||||
|
|
(Dollars in thousands)
|
||||||||||||
|
Utilities
|
$
|
3,176
|
|
3.7
|
%
|
$
|
3,331
|
|
4.2
|
%
|
|||
|
Repairs and maintenance
|
1,450
|
|
1.7
|
%
|
1,459
|
|
1.8
|
%
|
|||||
|
Marketing
|
3,207
|
|
3.7
|
%
|
3,007
|
|
3.8
|
%
|
|||||
|
Other direct costs
|
3,932
|
|
4.6
|
%
|
3,568
|
|
4.5
|
%
|
|||||
|
Other operating expenses
|
$
|
11,765
|
|
13.7
|
%
|
$
|
11,365
|
|
14.3
|
%
|
|||
19
Franchise Operations
Franchise and license revenue and costs of franchise and license revenue were comprised of the following amounts and percentages of franchise and license revenue for the periods indicated:
|
|
Quarter Ended
|
||||||||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||||||||
|
|
(Dollars in thousands)
|
||||||||||||
|
Royalties
|
$
|
23,163
|
|
67.7
|
%
|
$
|
21,481
|
|
65.9
|
%
|
|||
|
Initial fees
|
445
|
|
1.3
|
%
|
117
|
|
0.3
|
%
|
|||||
|
Occupancy revenue
|
10,581
|
|
31.0
|
%
|
11,018
|
|
33.8
|
%
|
|||||
|
Franchise and license revenue
|
$
|
34,189
|
|
100.0
|
%
|
$
|
32,616
|
|
100.0
|
%
|
|||
|
Occupancy costs
|
7,891
|
|
23.1
|
%
|
8,268
|
|
25.4
|
%
|
|||||
|
Other direct costs
|
3,087
|
|
9.0
|
%
|
2,429
|
|
7.4
|
%
|
|||||
|
Costs of franchise and license revenue
|
$
|
10,978
|
|
32.1
|
%
|
$
|
10,697
|
|
32.8
|
%
|
|||
Royalties
increase
d by
$1.7 million
, or
7.8%
, primarily resulting from a
7.1%
increase
in domestic same-store sales, as compared to the prior year. Initial fees
increase
d by
$0.3 million
as a higher number of restaurants were opened by franchisees during the current year period. The
decrease
in occupancy revenue of
$0.4 million
, or
4.0%
, is primarily the result of lease expirations.
Costs of franchise and license revenue
increase
d by
$0.3 million
, or
2.6%
. The
decrease
in occupancy costs of
$0.4 million
, or
4.6%
, is primarily the result of lease expirations. Other direct costs
increase
d by
$0.7 million
, or
27.1%
, primarily due to increased franchise administrative expenses. As a result, costs of franchise and license revenue as a percentage of franchise and license revenue
decrease
d to
32.1%
for the
quarter ended April 1, 2015
from
32.8%
for the
quarter ended March 26, 2014
.
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
were comprised of the following:
|
|
Quarter Ended
|
||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||
|
|
(In thousands)
|
||||||
|
Share-based compensation
|
$
|
1,705
|
|
$
|
1,164
|
|
|
|
Other general and administrative expenses
|
15,231
|
|
12,952
|
|
|||
|
Total general and administrative expenses
|
$
|
16,936
|
|
$
|
14,116
|
|
|
The
$2.8 million
increase
in general and administrative expenses is primarily the result of increases in incentive compensation of $0.9 million, payroll and benefits of $0.8 million and share-based compensation of $0.5 million.
20
Depreciation and amortization
was comprised of the following:
|
|
Quarter Ended
|
||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||
|
|
(In thousands)
|
||||||
|
Depreciation of property and equipment
|
$
|
3,784
|
|
$
|
3,817
|
|
|
|
Amortization of capital lease assets
|
876
|
|
888
|
|
|||
|
Amortization of intangible and other assets
|
364
|
|
533
|
|
|||
|
Total depreciation and amortization expense
|
$
|
5,024
|
|
$
|
5,238
|
|
|
Operating (gains), losses and other charges, net
were comprised of the following:
|
|
Quarter Ended
|
||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||
|
|
(In thousands)
|
||||||
|
Gains on sales of assets and other, net
|
$
|
(22
|
)
|
$
|
(8
|
)
|
|
|
Restructuring charges and exit costs
|
581
|
|
430
|
|
|||
|
Impairment charges
|
49
|
|
—
|
|
|||
|
Operating (gains), losses and other charges, net
|
$
|
608
|
|
$
|
422
|
|
|
Restructuring charges and exit costs were comprised of the following:
|
|
Quarter Ended
|
||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||
|
|
(In thousands)
|
||||||
|
Exit costs
|
$
|
453
|
|
$
|
54
|
|
|
|
Severance and other restructuring charges
|
128
|
|
376
|
|
|||
|
Total restructuring and exit costs
|
$
|
581
|
|
$
|
430
|
|
|
Operating income
was
$15.3 million
for the
quarter ended April 1, 2015
and
$11.3 million
for the
quarter ended March 26, 2014
.
Interest expense, net
was comprised of the following:
|
|
Quarter Ended
|
||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||
|
|
(In thousands)
|
||||||
|
Interest on credit facilities
|
$
|
776
|
|
$
|
840
|
|
|
|
Interest on capital lease liabilities
|
758
|
|
880
|
|
|||
|
Letters of credit and other fees
|
328
|
|
353
|
|
|||
|
Interest income
|
(17
|
)
|
(21
|
)
|
|||
|
Total cash interest
|
1,845
|
|
2,052
|
|
|||
|
Amortization of deferred financing costs
|
120
|
|
121
|
|
|||
|
Interest accretion on other liabilities
|
122
|
|
149
|
|
|||
|
Total interest expense, net
|
$
|
2,087
|
|
$
|
2,322
|
|
|
The decrease in interest expense primarily resulted from a decrease in our long-term debt and capital lease obligations.
21
Other nonoperating expense, net
was less than $0.1 million for the
quarter ended April 1, 2015
compared with other nonoperating income, net of
$0.1 million
for the
quarter ended March 26, 2014
. The amount for the 2015 period was primarily the result of $0.3 million of write-offs of deferred financing costs related to our 2015 debt refinancing, partially offset by $0.2 million of gains on deferred compensation plan investments. The amount for the 2014 period was primarily the result of $0.1 million of gains on deferred compensation plan investments.
The
provision for income taxes
was
$4.7 million
for the
quarter ended April 1, 2015
compared to
$2.6 million
for the
quarter ended March 26, 2014
. The effective tax rate for the
quarter ended April 1, 2015
was
35.4%
, compared to
28.9%
for the
quarter ended March 26, 2014
. The increase in the effective rate is primarily related to discrete tax items. The 2015 and 2014 rates benefited from state jobs tax credits claimed for the prior year's hiring activity of
2.3%
and
3.7%
, respectively. In addition, the 2014 rate benefited
5.0%
from out-of-period share-based compensation adjustments. We do not believe the out-of-period adjustment was material to any prior year financial statements or on earnings trends. We expect the 2015 fiscal year tax rate to be between 36% and 38%. The annual 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
$8.5 million
for the
quarter ended April 1, 2015
compared with
$6.4 million
for the
quarter ended March 26, 2014
.
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, debt repayments 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
|
||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||
|
|
(In thousands)
|
||||||
|
Net cash provided by operating activities
|
$
|
10,623
|
|
$
|
13,331
|
|
|
|
Net cash used in investing activities
|
(3,400
|
)
|
(6,431
|
)
|
|||
|
Net cash used in financing activities
|
(8,579
|
)
|
(8,429
|
)
|
|||
|
Decrease in cash and cash equivalents
|
$
|
(1,356
|
)
|
$
|
(1,529
|
)
|
|
We believe that our estimated cash flows from operations for
2015
, combined with our capacity for additional borrowings under our credit facility, will enable us to meet our anticipated cash requirements and fund capital expenditures over the next twelve months.
Net cash flows
used in
investing activities were
$3.4 million
for the
quarter ended April 1, 2015
. These cash flows include capital expenditures of
$3.4 million
and net notes receivable collections and issuances of less than $0.1 million of positive cash flow. Our principal capital requirements have been largely associated with the following:
|
|
Quarter Ended
|
||||||
|
|
April 1, 2015
|
March 26, 2014
|
|||||
|
|
(In thousands)
|
||||||
|
Facilities
|
$
|
1,181
|
|
$
|
1,355
|
|
|
|
Remodeling
|
1,958
|
|
4,382
|
|
|||
|
Information technology
|
135
|
|
96
|
|
|||
|
Other
|
172
|
|
1,024
|
|
|||
|
Capital expenditures
|
$
|
3,446
|
|
$
|
6,857
|
|
|
Capital expenditures for fiscal
2015
are expected to be approximately $24-$26 million, including 45-50 remodels anticipated to be completed at company restaurants. During the
quarter ended April 1, 2015
, we remodeled seven company restaurants.
22
Cash flows
used in
financing activities were
$8.6 million
for the
quarter ended April 1, 2015
, which included a net decrease in long-term debt of $5.6 million, cash payments for stock repurchases of
$4.9 million
and debt refinancing costs of $1.2 million.
Our working capital deficit was
$19.6 million
at
April 1, 2015
compared with
$24.3 million
at
December 31, 2014
. The
decrease
in working capital deficit is primarily related to the reduction in the current portion of long-term debt resulting from our debt refinancing during the current year period (as explained below). 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 a limited investment in inventories, and (3) accounts payable for food, beverages and supplies usually become due after the receipt of cash from the related sales.
Refinancing of Credit Facility
On March 30, 2015, Denny's Corporation and certain of its subsidiaries refinanced our credit facility (the "Old Credit Facility") and entered into a new five-year $250 million senior secured revolver (with a $30 million letter of credit sublimit) (the “New Credit Facility”). The New Credit Facility includes an accordion feature that would allow us to increase the size of the revolver to $325 million. A commitment fee of 0.20% is paid on the unused portion of the revolving credit facility. Borrowings under the credit facility bear a tiered interest rate, which is based on the Company’s consolidated leverage ratio and was initially set at LIBOR plus 150 basis points. The maturity date for the credit facility is March 30, 2020.
The New Credit Facility was used to refinance the Old Credit Facility and will also be available for working capital, capital expenditures and other general corporate purposes. The New 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 the Company's subsidiaries. It includes negative covenants that are usual for facilities and transactions of this type. The New Credit Facility also includes certain financial covenants with respect to a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio.
As a result of the debt refinancing, we recorded
$0.3 million
of losses on early extinguishment of debt from the write-off of deferred financing costs related to the Old Credit Facility. These losses are included as a component of other nonoperating expense in the Condensed Consolidated Statements of Comprehensive Income.
As of
April 1, 2015
, we had outstanding revolver loans of
$135.5 million
and outstanding letters of credit under the senior secured revolver of
$25.7 million
. These balances resulted in availability of
$88.8 million
under the revolving facility. Prior to considering the impact of our interest rate swap, described below, the weighted-average interest rate on outstanding revolver loans was
1.69%
and
2.17%
as of
April 1, 2015
and
December 31, 2014
, respectively. Taking into consideration our interest rate swap, which became effective on March 31, 2015 and is described below, the weighted-average interest rate of outstanding revolver loans was
2.53%
as of
April 1, 2015
.
Our future contractual obligations relating to long-term debt and related interest obligations as of
April 1, 2015
are as follows.
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
Less than 1 Year
|
1-2 Years
|
3-4 Years
|
5 Years and Thereafter
|
||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
Long-term debt
|
$
|
135,500
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
135,500
|
|
||||
|
Interest obligations (a)
|
20,268
|
|
2,570
|
|
6,854
|
|
9,596
|
|
1,248
|
|
|||||||||
|
Total
|
$
|
155,768
|
|
$
|
2,570
|
|
$
|
6,854
|
|
$
|
9,596
|
|
$
|
136,748
|
|
||||
|
(a)
|
Interest obligations represent payments related to our long-term debt outstanding at
April 1, 2015
. For long-term debt with variable rates, we have used the rate applicable at
April 1, 2015
to project interest over the periods presented in the table above.
|
See Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2014 for information concerning other future contractual obligations and commitments.
23
Interest Rate Hedges
We previously entered into interest rate hedges that capped the LIBOR rate on borrowings under our credit facility. The 200 basis point LIBOR cap applied to $125 million of borrowings from April 14, 2013 through April 13, 2014 and to $150 million of borrowings from April 14, 2014 through March 31, 2015.
We also previously entered into an interest rate swap to hedge a portion of the cash flows of our floating rate debt from March 31, 2015 to March 29, 2018. During the quarter ended April 1, 2015, we entered into an additional interest rate swap to hedge a portion of the cash flows of our floating rate debt from March 29, 2018 through March 31, 2025. We designated the interest rate swaps as cash flow hedges of our exposure to variability in future cash flows attributable to payments of LIBOR due on a related $120 million notional debt obligation. Based on the interest rate as determined by our consolidated leverage ratio in effect as of
April 1, 2015
, under the terms of the swap, we will pay an average fixed rate of 2.63% on the notional amounts from March 31, 2015 to March 29, 2018, pay an average fixed rate of 3.936% from March 29, 2018 through March 31, 2025 and receive payments during these periods from a counterparty based on the 30-day LIBOR rate. As of
April 1, 2015
, the fair value of the interest rate swaps was a liability of
$2.3 million
, which is recorded as a component of other noncurrent liabilities and deferred credits on our Condensed Consolidated Balance Sheets.
Implementation of New Accounting Standards
See Note 2 to our Condensed Consolidated Financial Statements.
Interest Rate Risk
We have exposure to interest rate risk related to certain instruments entered into for other than trading purposes. Specifically, as of
April 1, 2015
, borrowings under our credit facility bore interest at variable rates based on LIBOR plus a spread of 150 basis points per annum. Through March 31, 2015, up to $150 million of the borrowings under our credit facility had a 200 basis point LIBOR point cap. Our interest rate swap became effective on March 31, 2015, which hedges our exposure to variability in future cash flows attributable to payments of LIBOR due on a related $120 million notional debt obligation. Based on the interest rate as determined by our consolidated leverage ratio in effect as of
April 1, 2015
, under the terms of the swap, we will pay an average fixed rate of 2.63% on the notional amounts from March 31, 2015 to March 29, 2018, pay an average fixed rate of 3.936% from March 29, 2018 through March 31, 2025 and receive payments during these periods from a counterparty based on the 30-day LIBOR rate. As of
April 1, 2015
, the swap effectively increased our ratio of fixed rate debt from approximately 12% of total debt to approximately 90% of total debt. We expect to reclassify approximately
$1.1 million
from accumulated other comprehensive loss related to our interest rate swaps during the next twelve months. This amount will be included as a component of interest expense in our Condensed Consolidated Statements of Income. See Note 8 for additional details.
Based on the levels of borrowings under the credit facility at
April 1, 2015
, if interest rates changed by 100 basis points, our annual cash flow and income before taxes would change by approximately $0.2 million. This computation is determined by considering the impact of hypothetical interest rates on the variable rate portion of the credit facility at
April 1, 2015
, taking into consideration the interest rate swap. However, the nature and amount of our borrowings may vary as a result of future business requirements, market conditions and other factors.
We also have exposure to interest rate risk related to our pension plan, other defined benefit plans and self-insurance liabilities. A 25 basis point increase or decrease in discount rate would increase or decrease our projected benefit obligation related to our pension plan by approximately $2.0 million and would impact the pension plan's net periodic benefit cost by approximately $0.1 million. The impact of a 25 basis point increase or decrease in discount rate would decrease or increase our projected benefit obligation related to our other defined benefit plans by less than $0.1 million while the plans' net periodic benefit cost would remain flat. A 25 basis point increase or decrease in discount rate related to our self-insurance liabilities would result in a decrease or increase of $0.2 million, respectively.
24
Commodity Price Risk
We purchase certain food products, such as beef, poultry, pork, eggs and coffee, and utilities such as gas and electricity, which are affected by commodity pricing and are, therefore, subject to price volatility caused by weather, production problems, delivery difficulties and other factors that are outside our control and which are generally unpredictable. Changes in commodity prices affect us and our competitors generally and often simultaneously. In general, we purchase food products and utilities based upon market prices established with vendors. Although many of the items purchased are subject to changes in commodity prices, the majority of our purchasing arrangements are structured to contain features that minimize price volatility by establishing fixed pricing and/or price ceilings and floors. We use these types of purchase arrangements to control costs as an alternative to using financial instruments to hedge commodity prices. In many cases, we believe we will be able to address commodity cost increases which are significant and appear to be long-term in nature by adjusting our menu pricing or changing our product delivery strategy. However, competitive circumstances could limit such actions and, in those circumstances, increases in commodity prices could lower our margins. Because of the often short-term nature of commodity pricing aberrations and our ability to change menu pricing or product delivery strategies in response to commodity price increases, we believe that the impact of commodity price risk is not significant.
We have established a policy to identify, control and manage market risks which may arise from changes in interest rates, commodity prices and other relevant rates and prices. We do not use derivative instruments for trading purposes.
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management conducted an evaluation (under the supervision and with the participation of our President and Chief Executive Officer, John C. Miller, and our Executive Vice President, Chief Administrative Officer and Chief Financial Officer, F. Mark Wolfinger) 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, Messrs. Miller and Wolfinger 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 Messrs. Miller and Wolfinger, as appropriate to allow timely decisions regarding required disclosure.
There have been 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 last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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 the Company's consolidated results of operations or financial position.
25
Purchases of Equity Securities by the Issuer
The table below provides information concerning repurchases of shares of our common stock during the quarter ended
April 1, 2015
.
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid Per Share
(1)
|
Total Number of Shares Purchased as Part of Publicly Announced Programs
(2)
|
Maximum Number of Shares that May Yet be Purchased Under the Programs
(2)(3)
|
||||||||
|
|
(In thousands, except per share amounts)
|
|
||||||||||
|
January 1, 2015 - January 28, 2015
|
90
|
|
$
|
10.69
|
|
90
|
|
3,799
|
|
|||
|
January 29, 2015 - February 25, 2015
|
110
|
|
11.18
|
|
110
|
|
3,689
|
|
||||
|
February 26, 2015 - April 1, 2015
|
250
|
|
11.61
|
|
250
|
|
3,439
|
|
||||
|
Total
|
450
|
|
$
|
11.32
|
|
450
|
|
|
||||
|
(1)
|
Average price paid per share excludes commissions.
|
|
(2)
|
On April 25, 2013, we announced that our Board of Directors approved a new share repurchase program, authorizing us to repurchase up to an additional
10 million
shares of our common stock (in addition to prior authorizations). Such repurchases may take place from time to time on 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
April 1, 2015
, we purchased
450,000
shares of common stock for an aggregate consideration of approximately
$5.1 million
, pursuant to the share repurchase program.
|
|
(3)
|
On March 31, 2015, our Board of Directors approved a new share repurchase program, authorizing us to repurchase up to an additional
$100 million
of our common stock (in addition to prior authorizations). Such repurchases are to be made in a manner similar to, and will be in addition to, authorizations under the April 25, 2013 repurchase program.
|
26
The following are included as exhibits to this report:
|
Exhibit No.
|
Description
|
|
|
10.1
|
Form of the 2015 Long-Term Performance Incentive Program Performance Share Award Certificate
|
|
|
10.2
|
Written Description of the Denny's 2015 Long-Term Performance Incentive Program
|
|
|
10.3
|
Second Amended and Restated Credit Agreement dated as of March 30, 2015 among Denny's, Inc., as the Borrower, Denny's Corporation, as Parent, and Certain Subsidiaries of Parent, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent and L/C Issuer, Regions Bank and Citizens Bank, National Association, as Co-Syndication Agents, Cadence Bank, N.A. and Fifth Third Bank, as Co-Documentation Agents, and The Other Lenders Party Hereto, Wells Fargo Securities, LLC, Regions Capital Markets, a Division of Regions Bank and Citizens Bank, National Association, as Joint Lead Arrangers and Joint Bookrunners.
|
|
|
10.4
|
Second Amended and Restated Guarantee and Collateral Agreement dated as of March 30, 2015 among Denny's, Inc., Denny's Realty, LLC, Denny's Corporation, DFO, LLC, the other Subsidiaries of Parent from time to time party hereto, and Wells Fargo Bank, National Association, as Administrative Agent.
|
|
|
31.1
|
Certification of John C. Miller, President and Chief Executive Officer of Denny's Corporation, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
31.2
|
Certification of F. Mark Wolfinger, Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Denny's Corporation, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
32.1
|
Certification of John C. Miller, President and Chief Executive Officer of Denny's Corporation, and F. Mark Wolfinger, Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Denny's Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
DENNY'S CORPORATION
|
|
||
|
|
|
|
|
|
|
Date:
|
May 4, 2015
|
By:
|
/s/ F. Mark Wolfinger
|
|
|
|
|
F. Mark Wolfinger
|
|
|
|
|
|
Executive Vice President,
Chief Administrative Officer and
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
Date:
|
May 4, 2015
|
By:
|
/s/ Jay C. Gilmore
|
|
|
|
|
Jay C. Gilmore
|
|
|
|
|
|
Vice President,
Chief Accounting Officer and
Corporate Controller
|
|
|
28
TABLE OF CONTENTS
Part I - Financial InformationItem 1. Financial StatementsNote 1. Introduction and Basis Of PresentationNote 2. Summary Of Significant Accounting PoliciesNote 3. ReceivablesNote 4. Goodwill and Other Intangible AssetsNote 5. Other Current LiabilitiesNote 6. Operating (gains), Losses and Other Charges, NetNote 7. Fair Value Of Financial InstrumentsNote 8. Long-term DebtNote 9. Defined Benefit PlansNote 10. Share-based CompensationNote 11. Income TaxesNote 12. Net Income Per ShareNote 13. Supplemental Cash Flow InformationNote 14. Shareholders' EquityNote 15. Commitments and ContingenciesNote 16. Subsequent EventsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II - Other InformationItem 1. Legal ProceedingsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 6. Exhibits