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
(Mark One)
For the quarterly period ended
March 26, 2025
or
For the transition period from
_______________ to ________________
Commission File Number
0-18051
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
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| (Address of principal executive offices) | (Zip Code) | ||||||||||
(
864
)
597-8000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
ý
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
ý
No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ |
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ý | Non-Accelerated Filer | ☐ | Smaller Reporting Company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
No
ý
As of April 30, 2025,
51,251,066
shares of the registrant’s common stock, par value $0.01 per share, were outstanding.
TABLE OF CONTENTS
| Page | |||||
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Denny’s Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
| March 26, 2025 | December 25, 2024 | ||||||||||
| (In thousands, except per share amounts) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Investments |
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| Receivables, net |
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| Inventories |
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| Assets held for sale |
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| Prepaid and other current assets |
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| Total current assets |
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Property, net of accumulated depreciation of $
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Finance lease right-of-use assets, net of accumulated amortization of $
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| Operating lease right-of-use assets, net |
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| Goodwill |
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| Intangible assets, net |
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| Deferred financing costs, net |
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| Other noncurrent assets |
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| Total assets | $ |
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$ |
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| Liabilities | |||||||||||
| Current liabilities: | |||||||||||
| Current finance lease liabilities | $ |
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$ |
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| Current operating lease liabilities |
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| Accounts payable |
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| Other current liabilities |
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| Total current liabilities |
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| Long-term liabilities: | |||||||||||
| Long-term debt |
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| Noncurrent finance lease liabilities |
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| Noncurrent operating lease liabilities |
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| Liability for insurance claims, less current portion |
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| Deferred income taxes, net |
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| Other noncurrent liabilities |
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| Total long-term liabilities |
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| Total liabilities |
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| Shareholders' deficit | |||||||||||
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Common stock $
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$ |
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$ |
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| Paid-in capital |
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| Deficit |
(
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(
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| Accumulated other comprehensive loss, net |
(
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(
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Treasury stock, at cost,
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(
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| Total shareholders' deficit |
(
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(
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|||||||||
| Total liabilities and shareholders' deficit | $ |
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$ |
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|||||||
See accompanying notes
3
Denny’s Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands, except per share amounts) | |||||||||||
| Revenue: | |||||||||||
| Company restaurant sales | $ |
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$ |
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| Franchise and license revenue |
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| Total operating revenue |
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Costs of company restaurant sales, excluding depreciation and amortization:
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| Product costs |
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| Payroll and benefits |
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| Occupancy |
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| Other operating expenses |
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| Total costs of company restaurant sales, excluding depreciation and amortization |
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| Costs of franchise and license revenue, excluding depreciation and amortization |
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| General and administrative expenses |
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| Depreciation and amortization |
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Operating (gains), losses and other charges, net
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(
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Total operating costs and expenses, net
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| Operating income |
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| Interest expense, net |
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| Other nonoperating expense (income), net |
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(
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| Income before income taxes |
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| Provision for income taxes |
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| Net income | $ |
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$ |
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| Net income per share - basic | $ |
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$ |
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| Net income per share - diluted | $ |
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$ |
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Basic weighted average shares outstanding
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Diluted weighted average shares outstanding
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See accompanying notes
4
Denny’s Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Net income | $ |
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$ |
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| Other comprehensive income (loss), net of tax: | |||||||||||
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Minimum pension liability adjustment, net of tax of $
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Changes in the fair value of cash flow hedges, net of tax of $(
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(
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Reclassification of cash flow hedges to interest expense, net of tax of $(
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(
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(
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Amortization of unrealized losses related to interest rate swaps to interest expense, net of tax of $
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| Other comprehensive income (loss) |
(
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| Total comprehensive income (loss) | $ |
(
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$ |
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See accompanying notes
5
Denny’s Corporation and Subsidiaries
Consolidated Statements of Shareholders’ Deficit
For the Quarters Ended March 26, 2025 and March 27, 2024
(Unaudited)
| Common Stock | Treasury Stock | Paid-in Capital | Deficit |
Accumulated
Other Comprehensive Loss, Net |
Total
Shareholders’ Deficit |
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| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 25, 2024 |
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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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| Net income | — | — | — | — | — |
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— |
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| Other comprehensive loss | — | — | — | — | — | — |
(
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(
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| Share-based compensation on equity classified awards, net of withholding tax | — | — | — | — |
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— | — |
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| Purchase of treasury stock, including excise tax | — | — |
(
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(
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— | — | — |
(
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| Issuance of common stock for share-based compensation |
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— | — |
(
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— | — |
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Balance, March 26, 2025
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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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$ |
(
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| Common Stock | Treasury Stock | Paid-in Capital | Deficit |
Accumulated
Other Comprehensive Loss, Net |
Total
Shareholders’ Deficit |
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| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 27, 2023 |
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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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$ |
(
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| Net income | — | — | — | — | — |
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— |
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| Other comprehensive income | — | — | — | — | — | — |
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| Share-based compensation on equity classified awards, net of withholding tax | — | — | — | — |
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— | — |
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|||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock, including excise tax | — | — |
(
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(
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— | — | — |
(
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| Issuance of common stock for share-based compensation |
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— | — |
(
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— | — |
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| Balance, March 27, 2024 |
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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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$ |
(
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See accompanying notes
6
Denny’s Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ |
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$ |
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| Adjustments to reconcile net income to cash flows provided by operating activities: | |||||||||||
| Depreciation and amortization |
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| Operating (gains), losses and other charges, net |
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(
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| Amortization on interest rate swaps, net |
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| Amortization of deferred financing costs |
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| Gains on investments |
(
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(
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| (Gains) losses on early termination of debt and leases |
(
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| Deferred income tax benefit |
(
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(
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| Decrease of tax valuation allowance |
(
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(
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| Share-based compensation expense |
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| Changes in assets and liabilities, excluding acquisitions and dispositions: | |||||||||||
| Receivables |
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| Inventories |
(
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| Prepaids and other current assets |
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| Other noncurrent assets |
(
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| Operating lease assets and liabilities |
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(
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| Accounts payable |
(
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(
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| Other accrued liabilities |
(
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(
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| Other noncurrent liabilities |
(
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(
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| Net cash flows provided by operating activities |
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| Cash flows from investing activities: | |||||||||||
| Capital expenditures |
(
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(
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| Proceeds from sales of real estate and other assets |
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| Investment purchases |
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(
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| Collections on notes receivable |
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| Issuance of notes receivable |
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(
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| Net cash flows used in investing activities |
(
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(
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| Cash flows from financing activities: | |||||||||||
| Revolver borrowings |
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| Revolver payments |
(
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(
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| Repayments of finance leases |
(
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(
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| Tax withholding on share-based payments |
(
|
(
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| Purchase of treasury stock |
(
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(
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| Net bank overdrafts |
(
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| Net cash flows provided by financing activities |
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| Decrease in cash and cash equivalents |
(
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(
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| Cash and cash equivalents at beginning of period |
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| Cash and cash equivalents at end of period | $ |
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$ |
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See accompanying notes
7
Denny’s Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Note 1.
Introduction and Basis of Presentation
Introduction
Denny’s Corporation, or the Company, is one of America’s largest full-service restaurant chains based on number of restaurants. As of March 26, 2025, the Company consisted of
1,557
restaurants,
1,475
of which were franchised/licensed restaurants and
82
of which were company operated.
The Company consists of the Denny’s brand ("Denny's") and the Keke’s Breakfast Café brand (“Keke’s”). As of March 26, 2025, the Denny's brand consisted of
1,491
restaurants,
1,430
of which were franchised/licensed restaurants and
61
of which were company operated. As of March 26, 2025, the Keke's brand consisted of
66
restaurants,
45
of which were franchised restaurants and
21
of which were company operated.
Basis of Presentation
Our unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information. Therefore, certain information and notes normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted. In our opinion, all adjustments considered necessary for a fair presentation of the interim periods presented have been included. Such adjustments are of a normal and recurring nature. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates are reasonable.
These interim consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto as of and for the fiscal year ended December 25, 2024 which are contained in our audited Annual Report on Form 10-K for the fiscal year ended December 25, 2024. The results of operations for the interim periods presented are not necessarily indicative of the results for the entire fiscal year ending December 31, 2025. Our significant interim accounting policies include the recognition of advertising and marketing costs, generally in proportion to revenue, and the recognition of income taxes using an estimated annual effective rate.
Change in Presentation
Certain reclassifications have been made in the 2024 interim consolidated financial statements and notes to conform to the 2025 presentation. These reclassifications did not affect total revenues or net income.
Note 2.
Summary of Significant Accounting Policies
Newly Adopted Accounting Standards
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The new guidance requires enhanced reportable segment disclosures to include significant segment expenses. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 (our fiscal 2024) and interim periods beginning after December 15, 2024 (our fiscal 2025). The Company adopted ASU 2023-07 during the year ended December 25, 2024. The adoption of this guidance did not have a material effect on our consolidated financial statements. See Note 16 for further detail.
Accounting Standards to be Adopted
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The new guidance requires enhanced effective tax rate reconciliation and income taxes paid disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 (our fiscal 2025). We are currently evaluating the impact that the adoption of this new guidance will have on our consolidated financial statements and will add necessary disclosures upon adoption.
8
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses (Subtopic 220-40)”. The new guidance requires disaggregation of certain relevant expenses included in the consolidated statements of income. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 (our fiscal 2027) and interim periods beginning after December 15, 2027 (our fiscal 2028). We are currently evaluating the impact that the adoption of this new guidance will have on our consolidated financial statements and will add necessary disclosures upon adoption.
We reviewed all other newly issued accounting pronouncements and concluded that they are either not applicable to our business or are not expected to have a material effect on our consolidated financial statements as a result of future adoption.
Note 3.
Receivables
Receivables consisted of the following:
| March 26, 2025 | December 25, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Receivables, net: | |||||||||||
| Trade accounts receivable from franchisees | $ |
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$ |
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| Notes and loan receivables from franchisees |
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| Vendor receivables |
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| Credit card receivables |
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| Other |
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| Allowance for credit losses |
(
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(
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| Total receivables, net | $ |
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$ |
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Note 4.
Goodwill and Intangible Assets
| Goodwill by segment consisted of the following: | |||||||||||
| March 26, 2025 | December 25, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Denny’s | $ |
|
$ |
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| Other |
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| Total goodwill | $ |
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$ |
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Intangible assets consisted of the following:
| March 26, 2025 | December 25, 2024 | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
|
Intangible assets with indefinite lives:
|
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| Trade names | $ |
|
$ | — | $ |
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$ | — | |||||||||||||||
| Liquor licenses |
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— |
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— | |||||||||||||||||||
|
Intangible assets with definite lives:
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| Reacquired franchise rights |
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| Franchise agreements |
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| Intangible assets, net | $ |
|
$ |
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$ |
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$ |
|
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Amortization expense for intangible assets with definite lives totaled $
0.3
million and $
0.4
million for the quarters ended March 26, 2025 and March 27, 2024, respectively.
9
Note 5.
Other Current Liabilities
Other current liabilities consisted of the following:
| March 26, 2025 | December 25, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Accrued payroll | $ |
|
$ |
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|||||||
|
Current portion of liability for insurance claims
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| Accrued taxes |
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| Accrued advertising |
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| Gift cards |
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| Accrued legal settlements |
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| Accrued interest |
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| Other |
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| Other current liabilities | $ |
|
$ |
|
|||||||
Note 6.
Fair Value of Financial Instruments
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) |
||||||||||||||||||||
|
(In thousands
)
|
|||||||||||||||||||||||
| Fair value measurements as of March 26, 2025: | |||||||||||||||||||||||
|
Deferred compensation plan investments
(1)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Interest rate swaps
(2)
|
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|||||||||||||||||||
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Investments
(3)
|
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| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Fair value measurements as of December 25, 2024: | |||||||||||||||||||||||
|
Deferred compensation plan investments
(1)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Interest rate swaps
(2)
|
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|||||||||||||||||||
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Investments
(3)
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|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
(1) The fair values of our deferred compensation plan investments are based on the closing market prices of the elected investments and are included in other noncurrent assets in our Consolidated Balance Sheets.
(2) The fair values of our interest rate swaps are based upon Level 2 inputs, which include valuation models. The key inputs for the valuation models are quoted market prices, interest rates, forward yield curves and credit risk adjustments that are necessary to reflect the probability of default by the counterparty or us. For disclosures about the fair value measurements of our derivative instruments, see Note 7.
(3) The fair values of our investments are valued using a readily determinable net asset value per share based on the fair value of the underlying securities. There are no significant redemption restrictions associated with these investments.
10
Those assets and liabilities measured at fair value on a non-recurring basis are summarized below:
|
Significant Unobservable Inputs
(Level 3) |
Impairment Charges |
||||||||||||||||
| (In thousands) | |||||||||||||||||
| Fair value measurements as of March 26, 2025: | |||||||||||||||||
|
Assets held and used
(1)(2)
|
$ |
|
$ |
|
|||||||||||||
|
Franchise agreements
(1)
|
$ |
|
$ |
|
|||||||||||||
| (1) | As of March 26, 2025, impaired assets were written down to their estimated fair value. To determine fair value, we used the income approach, which assumes that the future cash flows reflect current market expectations. These fair value measurements require significant judgment using Level 3 inputs, such as discounted cash flows from operations, which are not observable from the market, directly or indirectly. There is uncertainty in the projected future cash flows used in the Company's impairment analysis, which requires the use of estimates and assumptions. If actual performance does not achieve the projections, or if the assumptions used change in the future, the Company may be required to recognize impairment charges in future periods. | ||||||||||||||||
| (2) | Assets held and used that are measured at fair value on a non-recurring basis include property, operating lease right-of-use assets, finance lease right-of-use assets, goodwill and intangible assets. | ||||||||||||||||
During the quarter ended March 26, 2025, we recognized impairment charges of $
3.2
million related to certain of these assets. See Note 9.
Note 7.
Long-Term Debt
The Company and certain of its subsidiaries have a credit facility consisting of a
five-year
$
400
million senior secured revolver (with a $
25
million letter of credit sublimit). The credit facility includes an accordion feature that would allow us to increase the size of the facility to $
450
million. Borrowings bear a tiered interest rate, which is based on the Company's consolidated leverage ratio. The maturity date for the credit facility is August 26, 2026.
The credit facility is available for working capital, capital expenditures and other general corporate purposes. The credit facility is guaranteed by the Company and its material subsidiaries and is secured by assets of the Company and its subsidiaries, including the stock of its subsidiaries (other than its insurance captive subsidiary). It includes negative covenants that are usual for facilities and transactions of this type. The credit facility also includes certain financial covenants, including a maximum consolidated leverage ratio of
4.0
times and a minimum consolidated fixed charge coverage ratio of
1.5
times. As of March 26, 2025, our consolidated leverage ratio was
3.9
times and our consolidated fixed charge coverage ratio was
2.1
times. We were in compliance with all financial covenants as of March 26, 2025, and we expect to remain in compliance throughout the remainder of 2025.
As of March 26, 2025, we had outstanding revolver loans of $
266.0
million and outstanding letters of credit under the credit facility of $
16.1
million. These balances resulted in unused commitments of $
117.9
million as of March 26, 2025 under the credit facility.
As of March 26, 2025, borrowings under the credit facility bore interest at a rate of Adjusted Daily Simple SOFR plus
2.25
%. Letters of credit under the credit facility bore interest at a rate of
2.38
%. The commitment fee, paid on the unused portion of the credit facility, was set to
0.35
%.
Prior to considering the impact of our interest rate swaps, described below, the weighted-average interest rate on outstanding revolver loans was
6.65
% and
6.98
% as of March 26, 2025 and December 25, 2024, respectively. Taking into consideration our interest rate swaps that are designated as cash flow hedges, the weighted-average interest rate of outstanding revolver loans was
5.02
% and
5.01
% as of March 26, 2025 and December 25, 2024, respectively.
11
Interest Rate Hedges
We have receive-variable, pay-fixed interest rate swaps to hedge the forecasted cash flows of our floating rate debt.
A summary of our interest rate swaps as of March 26, 2025 is as follows:
| Trade Date | Effective Date | Maturity Date | Notional Amount | Fair Value | Fixed Rate | |||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
| Swaps designated as cash flow hedges | ||||||||||||||||||||||||||||||||
| March 20, 2015 | March 29, 2018 | March 31, 2025 | $ |
|
$ |
|
|
% | ||||||||||||||||||||||||
| October 1, 2015 | March 29, 2018 | March 31, 2026 | $ |
|
$ |
|
|
% | ||||||||||||||||||||||||
| February 15, 2018 | March 31, 2020 | December 31, 2033 | $ |
|
(1) | $ |
|
|
% | |||||||||||||||||||||||
| Total | $ |
|
$ |
|
||||||||||||||||||||||||||||
(1) The notional amounts of the swaps entered into on February 15, 2018 increased by $
120
million on March 31, 2025 (subsequent to the end of the quarter) when the swaps entered into on March 20, 2015 expired and will increase periodically until they reach the maximum notional amount of $
335
million on August 31, 2033.
Changes in Fair Value of Interest Rate Swaps
To the extent the swaps are highly effective in offsetting the variability of the hedged cash flows, changes in the fair value of the swaps are not included in the Consolidated Statements of Income but are reported as a component of other comprehensive income (loss). Our interest rate swaps are designated as cash flow hedges with unrealized gains and losses recorded as a component of accumulated other comprehensive loss, net.
As of March 26, 2025, the fair value of the swaps designated as cash flow hedges was an asset of $
16.1
million, recorded as a component of other noncurrent assets. The designated swaps have an offsetting amount (before taxes) recorded as a component of accumulated other comprehensive loss, net in our Consolidated Balance Sheets. See Note 13 for amounts recorded in accumulated other comprehensive loss related to interest rate swaps. During the quarter ended March 26, 2025, we reclassified $
1.1
million from accumulated other comprehensive loss, net as a reduction to interest expense, net. We expect to reclassify $
3.5
million from accumulated other comprehensive loss, net as a reduction to interest expense, net in our Consolidated Statements of Income related to swaps designated as cash flow hedges during the next 12 months.
Amortization of Certain Amounts Included in Accumulated Other Comprehensive Loss, Net
At March 26, 2025, we had a total of $
63.1
million (before taxes) included in accumulated other comprehensive loss, net related to (i) the discontinuance of hedge accounting treatment related to certain cash flow hedges in prior years and (ii) the fair value of certain swaps at the date of designation as cash flow hedges that are being amortized into our Consolidated Statements of Income as a component of interest expense, net over the remaining term of the related swap.
12
Note 8.
Revenues
The following table disaggregates our revenue by sales channel and type of good or service:
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Company restaurant sales | $ |
|
$ |
|
|||||||
| Franchise and license revenue: | |||||||||||
| Royalties |
|
|
|||||||||
| Advertising revenue |
|
|
|||||||||
| Initial and other fees |
|
|
|||||||||
| Occupancy revenue |
|
|
|||||||||
|
Franchise and license revenue
|
|
|
|||||||||
| Total operating revenue | $ |
|
$ |
|
|||||||
Franchise occupancy revenue consisted of the following:
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Operating lease revenue | $ |
|
$ |
|
|||||||
|
Variable lease revenue
|
|
|
|||||||||
|
Total occupancy revenue
|
$ |
|
$ |
|
|||||||
Balances related to contracts with customers consist of receivables, contract assets, deferred franchise revenue and deferred gift card revenue. See Note 3 for details on our receivables.
Deferred franchise revenue consists primarily of the unamortized portion of initial franchise fees that are currently being amortized into revenue and amounts related to development agreements and unopened restaurants that will begin amortizing into revenue when the related restaurants are opened. Deferred franchise revenue represents our remaining performance obligations to our franchisees, excluding amounts of variable consideration related to sales-based royalties and advertising.
The components of the change in deferred franchise revenue are as follows:
| (In thousands) | |||||
| Balance, December 25, 2024 | $ |
|
|||
| Fees received from franchisees |
|
||||
|
Revenue recognized
(1)
|
(
|
||||
| Balance, March 26, 2025 |
|
||||
| Less current portion included in other current liabilities |
|
||||
| Deferred franchise revenue included in other noncurrent liabilities | $ |
|
|||
(1) Of this amount $
0.8
million was included in the deferred franchise revenue balance as of December 25, 2024.
We record contract assets related to incentives and subsidies provided to franchisees related to new unit openings and/or equipment upgrades. These amounts will be recognized as a component of franchise and license revenue over the remaining term of the related franchise agreements.
13
The components of the change in contract assets are as follows:
| (In thousands) | |||||
| Balance, December 25, 2024 | $ |
|
|||
| Franchisee deferred costs |
|
||||
| Contract asset amortization |
(
|
||||
| Balance, March 26, 2025 |
|
||||
| Less current portion included in other current assets |
|
||||
| Contract assets included in other noncurrent assets | $ |
|
|||
The Company purchases equipment related to various programs for franchise restaurants, including kitchen and point-of-sale system equipment. We bill our franchisees and recognize revenue when the related equipment is installed, less amounts contributed from the Company, which have been deferred as contract assets in the table above. We recognized $
0.5
million of revenue, recorded as a component of initial and other fees, related to the sale of equipment to franchisees during the quarter ended March 26, 2025. We recognized $
0.3
million of revenue, recorded as a component of initial and other fees, related to the sale of equipment to franchisees during the quarter ended March 27, 2024. As of March 26, 2025, we had $
0.2
million in inventory and $
0.6
million in receivables related to the purchased equipment. As of December 25, 2024, we had $
0.2
million in inventory and $
0.4
million in receivables related to the purchased equipment.
As of March 26, 2025, deferred franchise revenue, net of contract asset amortization, expected to be recognized in the future is as follows:
| (In thousands) | |||||
| Remainder of 2025 | $ |
|
|||
| 2026 |
|
||||
| 2027 |
|
||||
| 2028 |
|
||||
| 2029 |
|
||||
| Thereafter |
|
||||
| Deferred franchise revenue, net | $ |
|
|||
Deferred gift card liabilities consist of the unredeemed portion of gift cards sold in company restaurants and at third party locations. The balance of deferred gift card liabilities represents our remaining performance obligations to our customers. The balance of deferred gift card liabilities as of March 26, 2025 and December 25, 2024 was $
6.9
million and $
8.4
million, respectively. During the quarter ended March 26, 2025, we recognized revenue of $
0.2
million from gift card redemptions at company restaurants.
Note 9.
Operating (Gains), Losses and Other Charges, Net
Operating (gains), losses and other charges, net consisted of the following:
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Gains on sales of assets and other, net | $ |
(
|
$ |
(
|
|||||||
| Impairment charges |
|
|
|||||||||
|
Restructuring charges and exit costs
|
|
|
|||||||||
|
Operating (gains), losses and other charges, net
|
$ |
|
$ |
(
|
|||||||
During the quarters ended March 26, 2025 and March 27, 2024, gains on sales of assets and other, net were primarily related to the sales of real estate.
As of March 26, 2025, we had recorded assets held for sale at their carrying amount of $
0.2
million (consisting of property) related to
one
parcel of real estate. As of December 25, 2024, we had recorded assets held for sale at their carrying amount of $
0.4
million (consisting of property) related to
two
parcels of real estate.
14
We recorded impairment charges of $
3.2
million for the quarter ended March 26, 2025, primarily related to closed franchise restaurants and the relocation of certain support functions. The $
3.2
million for the quarter included $
2.0
million related to franchise agreements, $
0.4
million related to property, and $
0.8
million related to operating lease right-of-use assets.
Restructuring charges and exit costs consisted of the following:
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Exit costs | $ |
|
$ |
|
|||||||
|
Severance and other restructuring charges
|
|
|
|||||||||
|
Total restructuring charges and exit costs
|
$ |
|
$ |
|
|||||||
Exit costs primarily consist of costs related to closed restaurants. Exit cost liabilities related to lease costs are included as a component of operating lease liabilities in our Consolidated Balance Sheets.
Severance and other restructuring charges for the quarter ended March 26, 2025 primarily consisted of severance costs resulting from the elimination of approximately
40
positions as part of a cost savings initiative. As of March 26, 2025 and December 25, 2024, we had accrued severance and other restructuring charges of $
1.6
million and $
0.3
million, respectively. The balance as of March 26, 2025 is expected to be paid during the next 12 months.
Note 10.
Share-Based Compensation
Total share-based compensation included as a component of general and administrative expenses was as follows:
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Employee share awards | $ |
|
$ |
|
|||||||
|
Restricted stock units for board members
|
|
|
|||||||||
|
Total share-based compensation
|
$ |
|
$ |
|
|||||||
Employee Share Awards
During the quarter ended March 26, 2025, we granted certain employees
0.9
million performance share units (“PSUs”) with a weighted average grant date fair value of $
6.73
per share that vest based on the total shareholder return (“TSR”) of our common stock compared to the TSRs of a group of peer companies. Half of these PSUs will be settled in cash, net of taxes (liability-classified awards) and half will be settled in shares of stock, net of shares withheld for taxes (equity-classified awards). As the TSR based PSUs contain a market condition, a Monte Carlo valuation was used to determine the grant date fair value. The performance period for these PSUs is the
three-year
fiscal period beginning December 26, 2024 and ending December 29, 2027. The PSUs will vest and be earned at the end of the performance period at which point the relative TSR achievement percentages will be applied to the vested units (from
0
% to
150
% of the target award).
During the quarter ended March 26, 2025, we also granted certain employees
1.3
million restricted stock units ("RSUs") with a weighted average grant date fair value of $
6.26
per share. These RSUs generally vest evenly over the
three-year
fiscal period beginning December 26, 2024 and ending December 29, 2027. We recognize compensation cost associated with these RSU awards on a straight-line basis over the entire performance period of the award.
During the quarter ended March 26, 2025, we issued
0.3
million shares of common stock related to vested PSUs and RSUs. In addition,
0.2
million shares of common stock were withheld in lieu of taxes related to vested PSUs and RSUs.
As of March 26, 2025, we had $
24.1
million of unrecognized compensation cost related to unvested PSU awards and RSU awards outstanding, which have a weighted average remaining contractual term of
2.2
years.
Restricted Stock Units for Board Members
15
Note 11.
Income Taxes
Note 12.
Net Income Per Share
The amounts used for the basic and diluted net income per share calculations are summarized below:
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands, except per share amounts) | |||||||||||
| Net income | $ |
|
$ |
|
|||||||
|
Weighted average shares outstanding - basic
|
|
|
|||||||||
| Effect of dilutive share-based compensation awards |
|
|
|||||||||
|
Weighted average shares outstanding - diluted
|
|
|
|||||||||
| Net income per share - basic | $ |
|
$ |
|
|||||||
| Net income per share - diluted | $ |
|
$ |
|
|||||||
| Anti-dilutive share-based compensation awards |
|
|
|||||||||
Note 13.
Shareholders' Deficit
Share Repurchases
Our credit facility permits the repurchase of the Company's stock and the payment of cash dividends subject to certain limitations. Our Board of Directors approves share repurchases of our common stock. Under these authorizations, we may, from time to time, purchase shares in the open market (including pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934, as amended) or in privately negotiated transactions, subject to market and business conditions. Currently, we are operating under a $
250
million share repurchase authorization approved by the Board of Directors in December 2019.
During the quarter ended March 26, 2025, we repurchased a total of
0.2
million shares of our common stock for $
1.0
million, including excise taxes. This brings the total amount repurchased under the current authorization to $
161.8
million, leaving $
88.2
million that can be used to repurchase our common stock under this authorization as of March 26, 2025. Repurchased shares are included as treasury stock in our Consolidated Balance Sheets and our Consolidated Statements of Shareholders' Deficit.
In the fourth quarter of fiscal 2024, the Board approved the retirement of
2.0
million shares of treasury stock at a weighted average share price of $
8.78
, including excise taxes. As of March 26, 2025,
0.2
million shares were held in treasury stock.
16
Accumulated Other Comprehensive Loss, Net
The components of the change in accumulated other comprehensive loss, net were as follows:
| Defined Benefit Plans | Derivatives | Accumulated Other Comprehensive Loss, Net | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Balance as of December 25, 2024 | $ |
(
|
$ |
(
|
$ |
(
|
|||||||||||
|
Amortization of net loss
(1)
|
|
— |
|
||||||||||||||
| Settlement loss recognized |
|
— |
|
||||||||||||||
| Changes in the fair value of cash flow hedges | — |
(
|
(
|
||||||||||||||
|
Reclassification of cash flow hedges to interest expense, net
(2)
|
— |
(
|
(
|
||||||||||||||
| Amortization of unrealized losses related to interest rate swaps to interest expense, net | — |
|
|
||||||||||||||
| Income tax expense related to items of other comprehensive income (loss) |
(
|
|
|
||||||||||||||
| Balance as of March 26, 2025 | $ |
(
|
$ |
(
|
$ |
(
|
|||||||||||
(1) Before-tax amount related to our defined benefit plans that was reclassified from accumulated other comprehensive loss, net and included as a component of pension expense within general and administrative expenses in our Consolidated Statements of Income during the quarter ended March 26, 2025.
(2) Amounts reclassified from accumulated other comprehensive loss, net into interest expense, net in our Consolidated Statements of Income represent payments either (received from) or made to the counterparty for the interest rate hedges. See Note 7 for additional details.
Note 14.
Commitments and Contingencies
Legal Proceedings
Note 15.
Supplemental Cash Flow Information
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Income taxes paid, net | $ |
|
$ |
|
|||||||
| Interest paid | $ |
|
$ |
|
|||||||
| Noncash investing and financing activities: | |||||||||||
| Accrued purchase of property | $ |
|
$ |
|
|||||||
| Issuance of common stock, pursuant to share-based compensation plans | $ |
|
$ |
|
|||||||
| Execution of finance leases | $ |
|
$ |
|
|||||||
| Treasury stock payable | $ |
|
$ |
|
|||||||
| Treasury stock excise tax payable | $ |
|
$ |
|
|||||||
17
Note 16.
Segment Information
We manage our business by brand and as a result have identified
two
operating segments, Denny’s and Keke’s. In addition, we have identified Denny’s as a reportable segment. The Denny’s reportable segment includes the results of all company and franchised and licensed Denny’s restaurants. Our Keke’s operating segment, which includes the results of all company and franchised Keke's restaurants, is included in Other.
The primary sources of revenues for all operating segments are the sale of food and beverages at our company restaurants and the collection of royalties, advertising revenue, initial and other fees, including occupancy revenue, from restaurants operated by our franchisees. We do not rely on any major customer as a source of sales and the customers and assets of all operating segments are located predominantly in the United States. There are no material transactions between segments.
Management’s measure of segment income is restaurant-level operating margin. The Company defines restaurant-level operating margin as operating income excluding the following four items: general and administrative expenses, depreciation and amortization, goodwill impairment charges and operating (gains), losses and other charges, net. The Company excludes general and administrative expenses, which include primarily non restaurant-level costs associated with the support of company and franchised restaurants and other activities at their corporate office. The Company excludes depreciation and amortization expense, substantially all of which is related to company restaurant-level assets, because such expenses represent historical sunk costs which do not reflect current cash outlays for the restaurants. The Company excludes goodwill impairment charges and operating (gains), losses and other charges, net, to provide a clearer perspective of its ongoing operating performance and more relevant comparison to prior period results. The Company's chief operating decision maker (“CODM”) is our Chief Executive Officer. Restaurant-level operating margin is used by our CODM to evaluate restaurant-level operating efficiency and performance and make key operating decisions.
18
The following tables present revenues by segment and a reconciliation of restaurant-level operating margin to net income:
| Quarter Ended March 26, 2025 | |||||||||||||||||
| Denny's | Other | Total | |||||||||||||||
| Revenues | (In thousands) | ||||||||||||||||
| Company restaurant sales | $ |
|
$ |
|
$ |
|
|||||||||||
| Franchise and license revenue: | |||||||||||||||||
| Royalties | $ |
|
$ |
|
$ |
|
|||||||||||
| Advertising revenue | $ |
|
$ |
|
$ |
|
|||||||||||
| Initial and other fees | $ |
|
$ |
|
$ |
|
|||||||||||
| Occupancy revenue | $ |
|
$ |
|
$ |
|
|||||||||||
| Total franchise and license revenue |
|
|
|
||||||||||||||
| Total operating revenue | $ |
|
$ |
|
$ |
|
|||||||||||
| Cost and expenses | |||||||||||||||||
| Costs of company restaurant sales, excluding depreciation and amortization: | |||||||||||||||||
| Product costs | $ |
|
$ |
|
$ |
|
|||||||||||
| Payroll and benefits |
|
|
|
||||||||||||||
| Occupancy costs |
|
|
|
||||||||||||||
| Other operating expenses: | |||||||||||||||||
| Utilities |
|
|
|
||||||||||||||
| Repairs and maintenance |
|
|
|
||||||||||||||
| Marketing |
|
|
|
||||||||||||||
| Legal settlements |
|
(
|
|
||||||||||||||
| Pre-opening costs |
|
|
|
||||||||||||||
| Other direct costs |
|
|
|
||||||||||||||
| Total costs of company restaurant sales, excluding depreciation and amortization |
|
|
|
||||||||||||||
| Costs of franchise and license revenue, excluding depreciation and amortization: | |||||||||||||||||
| Advertising costs |
|
|
|
||||||||||||||
| Occupancy costs |
|
|
|
||||||||||||||
| Other direct costs |
|
|
|
||||||||||||||
| Total costs of franchise and license revenue, excluding depreciation and amortization |
|
|
|
||||||||||||||
| Total restaurant-level operating margin |
|
|
|
||||||||||||||
| Reconciliation of restaurant-level operating margin to net income | |||||||||||||||||
| General and administrative expenses |
|
||||||||||||||||
| Depreciation and amortization |
|
||||||||||||||||
| Operating (gains), losses and other charges, net |
|
||||||||||||||||
| Total other operating expenses |
|
||||||||||||||||
| Operating income |
|
||||||||||||||||
| Interest expense, net |
|
||||||||||||||||
| Other nonoperating expense, net |
|
||||||||||||||||
| Income before income taxes |
|
||||||||||||||||
| Provision for income taxes |
|
||||||||||||||||
| Net income | $ |
|
|||||||||||||||
19
| Quarter Ended March 27, 2024 | |||||||||||||||||
| Denny's | Other | Total | |||||||||||||||
| Revenues | (In thousands) | ||||||||||||||||
| Company restaurant sales | $ |
|
$ |
|
$ |
|
|||||||||||
| Franchise and license revenue: | |||||||||||||||||
| Royalties | $ |
|
$ |
|
$ |
|
|||||||||||
| Advertising revenue | $ |
|
$ |
|
$ |
|
|||||||||||
| Initial and other fees | $ |
|
$ |
|
$ |
|
|||||||||||
| Occupancy revenue | $ |
|
$ |
|
$ |
|
|||||||||||
| Total franchise and license revenue |
|
|
|
||||||||||||||
| Total operating revenue | $ |
|
$ |
|
$ |
|
|||||||||||
| Cost and expenses | |||||||||||||||||
| Costs of company restaurant sales, excluding depreciation and amortization: | |||||||||||||||||
| Product costs | $ |
|
$ |
|
$ |
|
|||||||||||
| Payroll and benefits |
|
|
|
||||||||||||||
| Occupancy costs |
|
|
|
||||||||||||||
| Other operating expenses: | |||||||||||||||||
| Utilities |
|
|
|
||||||||||||||
| Repairs and maintenance |
|
|
|
||||||||||||||
| Marketing |
|
|
|
||||||||||||||
| Legal settlements |
|
|
|
||||||||||||||
| Pre-opening costs |
|
|
|
||||||||||||||
| Other direct costs |
|
|
|
||||||||||||||
| Total costs of company restaurant sales, excluding depreciation and amortization |
|
|
|
||||||||||||||
| Costs of franchise and license revenue, excluding depreciation and amortization: | |||||||||||||||||
| Advertising costs |
|
|
|
||||||||||||||
| Occupancy costs |
|
|
|
||||||||||||||
| Other direct costs |
|
|
|
||||||||||||||
| Total costs of franchise and license revenue, excluding depreciation and amortization |
|
|
|
||||||||||||||
| Total restaurant-level operating margin |
|
|
|
||||||||||||||
| Reconciliation of restaurant-level operating margin to net income | |||||||||||||||||
| General and administrative expenses |
|
||||||||||||||||
| Depreciation and amortization |
|
||||||||||||||||
| Operating (gains), losses and other charges, net |
(
|
||||||||||||||||
| Total other operating expenses |
|
||||||||||||||||
| Operating income |
|
||||||||||||||||
| Interest expense, net |
|
||||||||||||||||
| Other nonoperating income, net |
(
|
||||||||||||||||
| Income before income taxes |
|
||||||||||||||||
| Provision for income taxes |
|
||||||||||||||||
| Net income | $ |
|
|||||||||||||||
| March 26, 2025 | December 25, 2024 | ||||||||||
| Segment assets: | (In thousands) | ||||||||||
| Denny’s | $ |
|
$ |
|
|||||||
| Other |
|
|
|||||||||
| Total assets | $ |
|
$ |
|
|||||||
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with our consolidated financial statements and the notes thereto that appear elsewhere in this report and the MD&A contained in our Annual Report on Form 10-K for the fiscal year ended December 25, 2024.
Forward-Looking Statements
This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company urges caution in considering its current trends and any outlook on its operations and financial results disclosed in this report. In addition, certain matters discussed in this report may constitute forward-looking statements. These forward-looking statements, which reflect management's best judgment based on factors currently known, are intended to speak only as of the date such statements are made and involve risks, uncertainties, and other factors that may cause the actual performance of Denny’s Corporation, its subsidiaries, and underlying restaurants to be materially different from the performance indicated or implied by such statements. Words such as “expect”, “anticipate”, “believe”, “intend”, “plan”, “hope”, "will" and variations of such words and similar expressions are intended to identify such forward-looking statements. Except as may be required by law, the Company expressly disclaims any obligation to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events. Factors that could cause actual performance to differ materially from the performance indicated by these forward-looking statements include, among others: economic, public health and political conditions that impact consumer confidence and spending; commodity and labor inflation; the potential impacts of tariffs; the ability to effectively staff restaurants and support personnel;
our ability to maintain adequate levels of liquidity for our cash needs, including debt obligations, payment of dividends, planned share repurchases and capital expenditures as well as the ability of our customers, suppliers, franchisees and lenders to access sources of liquidity to provide for their own cash needs;
competitive pressures from within the restaurant industry; our ability to derive the expected benefits from our acquisition of Keke's; the level of success of our operating initiatives and advertising and promotional efforts; adverse publicity; health concerns arising from food-related pandemics, outbreaks of flu viruses, or other diseases; changes in business strategy or development plans; terms and availability of capital; regional weather conditions; overall changes in the general economy (including with regard to energy costs), particularly at the retail level; political environment and geopolitical events (including acts of war and terrorism); and other factors from time to time set forth in the Company’s SEC reports and other filings, including but not limited to the discussion in Management’s Discussion and Analysis and the risks identified in Item 1A. Risk Factors contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2024 and in the Company's subsequent quarterly reports on Form 10-Q.
Overview
We manage our business by brand and as a result have identified two operating segments, Denny’s and Keke’s. As of March 26, 2025, the Denny's brand consisted of 1,491 restaurants, 1,430 of which were franchised/licensed restaurants and 61 of which were company operated. At March 26, 2025, the Keke's brand consisted of 66 restaurants, 45 of which were franchised restaurants and 21 of which were company operated.
In addition, we have identified Denny’s as a reportable segment. The Denny’s reportable segment includes the results of all company and franchised and licensed Denny’s restaurants. Total revenues at Keke’s for the quarter ended March 26, 2025 represented less than 10% of total consolidated revenues. Therefore, the Keke’s operating segment is included in Other for segment reporting purposes.
21
Statements of Income
The following table contains information derived from our Consolidated Statements of Income expressed as a percentage of total operating revenue, except as noted below. Percentages may not add due to rounding.
| Quarter Ended | |||||||||||||||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Company restaurant sales | $ | 53,900 | 48.3 | % | $ | 52,342 | 47.6 | % | |||||||||||||||
| Franchise and license revenue | 57,737 | 51.7 | % | 57,632 | 52.4 | % | |||||||||||||||||
| Total operating revenue | 111,637 | 100.0 | % | 109,974 | 100.0 | % | |||||||||||||||||
|
Costs of company restaurant sales, excluding depreciation and amortization (a):
|
|||||||||||||||||||||||
| Product costs | 14,211 | 26.4 | % | 13,311 | 25.4 | % | |||||||||||||||||
| Payroll and benefits | 21,096 | 39.1 | % | 20,474 | 39.1 | % | |||||||||||||||||
| Occupancy | 5,059 | 9.4 | % | 4,573 | 8.7 | % | |||||||||||||||||
| Other operating expenses | 9,659 | 17.9 | % | 9,760 | 18.6 | % | |||||||||||||||||
| Total costs of company restaurant sales, excluding depreciation and amortization | 50,025 | 92.8 | % | 48,118 | 91.9 | % | |||||||||||||||||
| Costs of franchise and license revenue, excluding depreciation and amortization (a) | 28,354 | 49.1 | % | 27,374 | 47.5 | % | |||||||||||||||||
| General and administrative expenses | 20,030 | 17.9 | % | 21,222 | 19.3 | % | |||||||||||||||||
| Depreciation and amortization | 4,107 | 3.7 | % | 3,581 | 3.3 | % | |||||||||||||||||
|
Operating (gains), losses and other charges, net
|
3,911 | 3.5 | % | (327) | (0.3) | % | |||||||||||||||||
|
Total operating costs and expenses, net
|
106,427 | 95.3 | % | 99,968 | 90.9 | % | |||||||||||||||||
| Operating income | 5,210 | 4.7 | % | 10,006 | 9.1 | % | |||||||||||||||||
| Interest expense, net | 4,428 | 4.0 | % | 4,420 | 4.0 | % | |||||||||||||||||
| Other nonoperating expense (income), net | 162 | 0.1 | % | (637) | (0.6) | % | |||||||||||||||||
| Income before income taxes | 620 | 0.6 | % | 6,223 | 5.7 | % | |||||||||||||||||
| Provision for income taxes | 294 | 0.3 | % | 1,532 | 1.4 | % | |||||||||||||||||
| Net income | $ | 326 | 0.3 | % | $ | 4,691 | 4.3 | % | |||||||||||||||
(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.
22
| Statistical Data | Quarter Ended | ||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Denny's | |||||||||||
| Company average unit sales | $757 | $743 | |||||||||
| Franchise average unit sales | $452 | $457 | |||||||||
| Company equivalent units (a) | 60 | 65 | |||||||||
| Franchise equivalent units (a) | 1,434 | 1,501 | |||||||||
| Company same-restaurant sales decrease vs. prior year (b)(c) | (0.9)% | (3.0)% | |||||||||
| Domestic franchise same-restaurant sales decrease vs. prior year (b)(c) | (3.2)% | (1.2)% | |||||||||
| Keke's | |||||||||||
| Company average unit sales | $411 | $455 | |||||||||
| Franchise average unit sales | $513 | $472 | |||||||||
| Company equivalent units (a) | 20 | 9 | |||||||||
| Franchise equivalent units (a) | 46 | 50 | |||||||||
| Company same-restaurant sales increase (decrease) vs. prior year (b)(c) | 0.5% | (1.1)% | |||||||||
| Franchise same-restaurant sales increase (decrease) vs. prior year (b)(c) | 4.9% | (4.0)% | |||||||||
(a)
Equivalent units are calculated as the weighted average number of units in operation during a defined time period.
(b)
Same-restaurant sales include sales from company restaurants or non-consolidated franchised and licensed restaurants that were open during the comparable periods noted.
(c)
Prior year amounts have not been restated for 2025 comparable units.
| Unit Activity | Quarter Ended | ||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| Denny's | |||||||||||
| Company restaurants, beginning of period | 61 | 65 | |||||||||
| Units opened | — | — | |||||||||
| Units closed | — | (1) | |||||||||
| End of period | 61 | 64 | |||||||||
| Franchised and licensed restaurants, beginning of period | 1,438 | 1,508 | |||||||||
| Units opened | 6 | 5 | |||||||||
| Units closed | (14) | (24) | |||||||||
| End of period | 1,430 | 1,489 | |||||||||
| Total restaurants, end of period | 1,491 | 1,553 | |||||||||
23
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| Keke's | |||||||||||
| Company restaurants, beginning of period | 14 | 8 | |||||||||
| Units opened | 2 | 3 | |||||||||
| Units acquired from franchisees | 5 | — | |||||||||
| End of period | 21 | 11 | |||||||||
| Franchised restaurants, beginning of period | 55 | 50 | |||||||||
| Units opened | 1 | — | |||||||||
| Units acquired by Company | (5) | — | |||||||||
| Units closed | (6) | — | |||||||||
| End of period | 45 | 50 | |||||||||
| Total restaurants, end of period | 66 | 61 | |||||||||
Company Restaurant Operations
Company restaurant sales increased $1.6 million, or 3.0%, for the quarter ended March 26, 2025 compared to the prior year period, primarily resulting from an increase of 11 Keke's equivalent units, partially offset by five fewer Denny's equivalent units.
Total costs of company restaurant sales as a percentage of company restaurant sales were 92.8% for the quarter ended March 26, 2025 compared to 91.9% for the prior year period.
Product costs as a percentage of company restaurant sales were 26.4% for the quarter ended March 26, 2025 compared to 25.4% for the prior year period, primarily due to higher commodity costs heavily impacted by higher egg prices, partially offset by increased pricing.
Payroll and benefits as a percentage of company restaurant sales remained flat at 39.1% for the quarter ended March 26, 2025 and the prior year period.
Occupancy costs as a percentage of company restaurant sales were 9.4% for the quarter ended March 26, 2025 compared to 8.7% for the prior year period, primarily due to higher rents at new restaurants, partially offset by a 0.2 percentage point decrease in general liability insurance costs.
Other operating expenses consist of the following amounts and percentages of company restaurant sales:
| Quarter Ended | |||||||||||||||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Utilities | $ | 1,694 | 3.1 | % | $ | 1,655 | 3.2 | % | |||||||||||||||
| Repairs and maintenance | 836 | 1.6 | % | 1,005 | 1.9 | % | |||||||||||||||||
| Marketing | 2,028 | 3.8 | % | 1,604 | 3.1 | % | |||||||||||||||||
| Legal settlements | 405 | 0.8 | % | 1,449 | 2.8 | % | |||||||||||||||||
| Pre-opening costs | 709 | 1.3 | % | 366 | 0.7 | % | |||||||||||||||||
| Other direct costs | 3,987 | 7.4 | % | 3,681 | 7.0 | % | |||||||||||||||||
| Other operating expenses | $ | 9,659 | 17.9 | % | $ | 9,760 | 18.6 | % | |||||||||||||||
The decrease in other operating expenses for the quarter ended March 26, 2025 was primarily due to a decrease in legal settlement costs related to unfavorable developments in certain claims during the prior year period, partially offset by an increase in marketing and pre-opening costs.
24
Franchise Operations
Franchise and license revenue and costs of franchise and license revenue consisted of the following amounts and percentages of franchise and license revenue for the periods indicated:
| Quarter Ended | |||||||||||||||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Royalties | $ | 27,837 | 48.2 | % | $ | 29,306 | 50.8 | % | |||||||||||||||
| Advertising revenue | 19,073 | 33.0 | % | 18,138 | 31.5 | % | |||||||||||||||||
| Initial and other fees | 2,874 | 5.0 | % | 1,816 | 3.2 | % | |||||||||||||||||
| Occupancy revenue | 7,953 | 13.8 | % | 8,372 | 14.5 | % | |||||||||||||||||
|
Franchise and license revenue
|
$ | 57,737 | 100.0 | % | $ | 57,632 | 100.0 | % | |||||||||||||||
| Advertising costs | $ | 19,073 | 33.0 | % | $ | 18,138 | 31.5 | % | |||||||||||||||
| Occupancy costs | 4,933 | 8.5 | % | 5,132 | 8.9 | % | |||||||||||||||||
| Other direct franchise costs | 4,348 | 7.5 | % | 4,104 | 7.1 | % | |||||||||||||||||
|
Costs of franchise and license revenue
|
$ | 28,354 | 49.1 | % | $ | 27,374 | 47.5 | % | |||||||||||||||
Franchise and license revenue increased $0.1 million, or 0.2%, for the quarter ended March 26, 2025 compared to the prior year period. Royalties decreased $1.5 million, or 5.0%, for the current quarter compared to the prior year period. The decrease in royalties primarily resulted from a 3.2% decrease in Denny's domestic franchise same-restaurant sales and a decrease of 67 Denny's franchise equivalent units for the current quarter compared to the prior year period.
Advertising revenue increased $0.9 million, or 5.2%, for the quarter ended March 26, 2025 compared to the prior year period. The increase in advertising revenue primarily resulted from a $1.8 million increase in local advertising co-op contributions, partially offset by the impact from a 3.2% decrease in Denny's domestic franchise same-restaurant sales and a decrease of 67 Denny's franchise equivalent units.
Initial and other fees increased $1.1 million, or 58.3%, for the quarter ended March 26, 2025 compared to the prior year period. The increase in initial and other fees primarily resulted from the collection of a $0.6 million early franchise termination fee. Occupancy revenue decreased $0.4 million, or 5.0%, for the current quarter compared to the prior year period, primarily due to lease terminations and decreased percentage rent income.
Costs of franchise and license revenue increased $1.0 million, or 3.6%, for the quarter ended March 26, 2025 compared to the prior year period. Advertising costs increased $0.9 million, or 5.2%, for the current quarter, which corresponds to the related advertising revenue increase noted above. Occupancy costs decreased $0.2 million, or 3.9%, for the current quarter compared to the prior year period, primarily due to lease terminations, which corresponds to the related occupancy revenue decrease noted above. Other direct franchise costs increased $0.2 million, or 5.9%, for the current quarter compared to the prior year period. The increase in other direct franchise costs was primarily due to a $0.2 million increase in bad debt expense. As a result of the changes in franchise and license revenue discussed above, costs of franchise and license revenue increased to 49.1% of franchise and license revenue for the quarter ended March 26, 2025 from 47.5% for the prior year period.
Other Operating Costs and Expenses
Other operating costs and expenses such as general and administrative expenses and depreciation and amortization expense relate to both company and franchise operations.
25
General and administrative
expenses
consisted of the following:
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
|
Corporate administrative expenses
|
$ | 15,244 | $ | 15,192 | |||||||
| Share-based compensation | 2,785 | 2,776 | |||||||||
|
Incentive compensation
|
2,257 | 2,523 | |||||||||
|
Deferred compensation valuation adjustments
|
(256) | 731 | |||||||||
|
Total general and administrative expenses
|
$ | 20,030 | $ | 21,222 | |||||||
Total general and administrative expenses decreased $1.2 million for the quarter ended March 26, 2025 compared to the prior year period. The decrease was primarily due to a $1.0 million decrease in deferred compensation valuation adjustments due to market performance and a $0.3 million decrease in incentive compensation. Changes in deferred compensation valuation adjustments have offsetting gains or losses on the underlying nonqualified deferred plan investments included as a component of other non-operating expense (income), net, for the corresponding periods.
Depreciation and amortization
consisted of the following:
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
|
Depreciation of property and equipment
|
$ | 3,270 | $ | 2,655 | |||||||
| Amortization of finance lease ROU assets | 308 | 352 | |||||||||
|
Amortization of intangible and other assets
|
529 | 574 | |||||||||
|
Total depreciation and amortization expense
|
$ | 4,107 | $ | 3,581 | |||||||
The increase in total deprecation and amortization expense for the quarter ended March 26, 2025 was primarily due to new Keke's units.
Operating (gains), losses and other charges, net
consisted of the following:
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Gains on sales of assets and other, net | $ | (1,742) | $ | (620) | |||||||
| Impairment charges | 3,216 | 95 | |||||||||
|
Restructuring charges and exit costs
|
2,437 | 198 | |||||||||
|
Operating (gains), losses and other charges, net
|
$ | 3,911 | $ | (327) | |||||||
Gains on sales of assets and other, net for the quarters ended March 26, 2025 and March 27, 2024 were primarily related to the sale of real estate.
We recorded impairment charges of $3.2 million during the quarter ended March 26, 2025, primarily related to closed franchise restaurants and the relocation of certain support functions.
26
Restructuring charges and exit costs consisted of the following:
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Exit costs | $ | 40 | $ | 42 | |||||||
|
Severance and other restructuring charges
|
2,397 | 156 | |||||||||
|
Total restructuring and exit costs
|
$ | 2,437 | $ | 198 | |||||||
Total restructuring and exits costs for the quarter ended March 26, 2025 primarily consisted of severance costs resulting from the elimination of approximately 40 positions as part of a cost savings initiative.
Operating income
was $5.2 million for the current quarter compared to $10.0 million for the prior year period.
Interest expense, net
consisted of the following:
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Interest on credit facility | $ | 4,547 | $ | 5,057 | |||||||
| Interest income on interest rate swaps | (1,075) | (1,508) | |||||||||
| Interest on finance lease liabilities | 470 | 509 | |||||||||
|
Letters of credit and other fees
|
112 | 132 | |||||||||
|
Interest income
|
(44) | (71) | |||||||||
| Total cash interest, net | 4,010 | 4,119 | |||||||||
|
Amortization of deferred financing costs
|
159 | 159 | |||||||||
| Amortization of interest rate swap losses | 259 | 142 | |||||||||
|
Total interest expense, net
|
$ | 4,428 | $ | 4,420 | |||||||
Other nonoperating expense, net
increased $0.8 million for the current quarter compared to the prior year period. The increase was due to increased losses of $1.0 million on deferred compensation plan investments, partially offset by increased lease termination gains of $0.2 million.
Provision for income taxes
was $0.3 million for the quarter ended March 26, 2025 compared to $1.5 million for the prior year period. The effective tax rate was 47.4% for the current quarter compared to 24.6% for the prior year period. We expect the 2025 fiscal year effective tax rate to be between 22% and 26%. The annual effective tax rate cannot be determined until the end of the fiscal year; therefore, the actual rate could differ from our current estimates.
Net income
was $0.3 million for the quarter ended March 26, 2025 compared to $4.7 million for the prior year period.
27
Liquidity and Capital Resources
Our primary sources of liquidity and capital resources are cash generated from operations and borrowings under our credit facility (as described below). Principal uses of cash are operating expenses, capital expenditures, and the repurchase of shares of our common stock.
The following table presents a summary of our sources and uses of cash and cash equivalents for the periods indicated:
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Net cash provided by operating activities | $ | 5,015 | $ | 215 | |||||||
| Net cash used in investing activities | (7,172) | (5,327) | |||||||||
| Net cash provided by financing activities | 1,498 | 1,383 | |||||||||
| Decrease in cash and cash equivalents | $ | (659) | $ | (3,729) | |||||||
Net cash flows provided by operating activities were $5.0 million for the quarter ended March 26, 2025 compared to $0.2 million for the quarter ended March 27, 2024. The increase in net cash flows provided by operating activities was primarily due to the timing of accounts payable payments and receivable collections. We believe that our estimated cash flows from operations, combined with our capacity for additional borrowings under our credit facility and cash on hand, will enable us to meet our anticipated cash requirements and fund capital expenditures over the next 12 months.
Net cash flows used in investing activities were $7.2 million for the quarter ended March 26, 2025. These cash flows included capital expenditures of $9.1 million, partially offset by net proceeds from the sale of real estate of $1.9 million. Net cash flows used in investing activities were $5.3 million for the quarter ended March 27, 2024. These cash flows included capital expenditures of $4.9 million and investment purchases of $1.5 million, partially offset by net proceeds from the sale of real estate of $1.0 million.
Our principal capital requirements have been largely associated with the following:
| Quarter Ended | |||||||||||
| March 26, 2025 | March 27, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Facilities | $ | 2,034 | $ | 867 | |||||||
| New construction | 5,264 | 3,605 | |||||||||
| Remodeling | 1,446 | 18 | |||||||||
| Information technology | 105 | 333 | |||||||||
| Other | 250 | 82 | |||||||||
| Capital expenditures | $ | 9,099 | $ | 4,905 | |||||||
Net cash flows provided by financing activities were $1.5 million for the quarter ended March 26, 2025, including net long-term debt borrowings of $4.4 million, partially offset by cash payments of tax withholding on share-based compensation of $1.0 million, payments for stock repurchases of $1.0 million and net bank overdraft payments of $0.9 million. Net cash flows provided by financing activities were $1.4 million for the quarter ended March 27, 2024, which included net long-term debt borrowings of $5.3 million and net bank overdraft borrowings of $2.7 million, partially offset by cash payments for stock repurchases of $4.8 million and payments of tax withholding on share-based compensation of $1.9 million.
Our working capital deficit was $54.5 million at March 26, 2025 compared to $55.6 million at December 25, 2024, primarily due to a decrease in accounts payable and other accrued liabilities, partially offset by a decrease in current assets during the quarter ended March 26, 2025. We are able to operate with a substantial working capital deficit because (1) restaurant operations and most food service operations are conducted primarily on a cash (and cash equivalent) basis with a low level of accounts receivable, (2) rapid turnover allows for a limited investment in inventories, and (3) accounts payable for food, beverages and supplies usually becomes due after the receipt of cash from the related sales.
28
Credit Facility
The Company and certain of its subsidiaries have a credit facility consisting of a five-year $400 million senior secured revolver (with a $25 million letter of credit sublimit). The credit facility includes an accordion feature that would allow us to increase the size of the facility to $450 million. Borrowings bear a tiered interest rate, which is based on the Company's consolidated leverage ratio. The maturity date for the credit facility is August 26, 2026.
The credit facility is available for working capital, capital expenditures and other general corporate purposes. The credit facility is guaranteed by the Company and its material subsidiaries and is secured by assets of the Company and its subsidiaries, including the stock of its subsidiaries (other than its insurance captive subsidiary). It includes negative covenants that are usual for facilities and transactions of this type. The credit facility also includes certain financial covenants, including a maximum consolidated leverage ratio of 4.0 times and a minimum consolidated fixed charge coverage ratio of 1.5 times. As of March 26, 2025, our consolidated leverage ratio was 3.9 times and our consolidated fixed charge coverage ratio was 2.1 times. We were in compliance with all financial covenants as of March 26, 2025, and we expect to remain in compliance throughout the remainder of 2025.
As of March 26, 2025, we had outstanding revolver loans of $266.0 million and outstanding letters of credit under the credit facility of $16.1 million. These balances resulted in unused commitments of $117.9 million as of March 26, 2025 under the credit facility.
As of March 26, 2025, borrowings under the credit facility bore interest at a rate of Adjusted Daily Simple SOFR plus 2.25%. Letters of credit under the credit facility bore interest at a rate of 2.38%. The commitment fee, paid on the unused portion of the credit facility, was set to 0.35%.
Prior to considering the impact of our interest rate swaps, described below, the weighted-average interest rate on outstanding revolver loans was 6.65% and 6.98% as of March 26, 2025 and December 25, 2024, respectively. Taking into consideration our interest rate swaps that are designated as cash flow hedges, the weighted-average interest rate of outstanding revolver loans was 5.02% and 5.01% as of March 26, 2025 and December 25, 2024, respectively.
Technology Transformation Initiatives
The Company has committed to investing approximately $4 million toward a new cloud-based restaurant technology platform in domestic franchise restaurants, which will lay the foundation for future technology initiatives to further enhance the guest experience. The rollout is in progress and is expected to continue through 2026.
Critical Accounting Policies and Estimates
For information regarding our Critical Accounting Policies and Estimates, see the "Critical Accounting Policies and Estimates" section in Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 25, 2024.
Implementation of New Accounting Standards
Information regarding the implementation of new accounting standards is incorporated by reference from Note 2 to our unaudited consolidated financial statements set forth in Part I, Item 1 of this report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We have exposure to interest rate risk related to certain instruments entered into for other than trading purposes. Specifically, as of March 26, 2025, borrowings under our credit facility bore interest at variable rates based on Adjusted Daily Simple SOFR plus 2.25% per annum.
29
We have receive-variable, pay-fixed interest rate swaps to hedge the forecasted cash flows of our floating rate debt. A summary of our interest rate swaps as of March 26, 2025 is as follows:
| Trade Date | Effective Date | Maturity Date | Notional Amount | Fair Value | Fixed Rate | |||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
| Swaps designated as cash flow hedges | ||||||||||||||||||||||||||||||||
| March 20, 2015 | March 29, 2018 | March 31, 2025 | $ | 120,000 | $ | 26 | 2.34 | % | ||||||||||||||||||||||||
| October 1, 2015 | March 29, 2018 | March 31, 2026 | $ | 50,000 | $ | 816 | 2.37 | % | ||||||||||||||||||||||||
| February 15, 2018 | March 31, 2020 | December 31, 2033 | $ | 66,000 | (1) | $ | 15,304 | 3.09 | % | |||||||||||||||||||||||
| Total | $ | 236,000 | $ | 16,146 | ||||||||||||||||||||||||||||
(1) The notional amounts of the swaps entered into on February 15, 2018 increased by $120 million on March 31, 2025 (subsequent to the end of the quarter) when the swaps entered into on March 20, 2015 expired and will increase periodically until they reach the maximum notional amount of $335 million on August 31, 2033.
As of March 26, 2025, our swaps effectively increased our ratio of fixed rate debt from 4% of total debt to 89% of total debt. Based on the levels of borrowings under the credit facility at March 26, 2025, if interest rates changed by 100 basis points, our annual cash flow and income before taxes would change by $0.2 million. This computation is determined by considering the impact of hypothetical interest rates on the credit facility at March 26, 2025, taking into consideration the interest rate swaps that will be in effect during the next 12 months. However, the nature and amount of our borrowings may vary as a result of future business requirements, market conditions and other factors.
Depending on market considerations, fluctuations in the fair values of our interest rate swaps could be significant. With the exception of these changes in the fair value of our interest rate swaps and in the levels of borrowings under our credit facility, there have been no material changes in our quantitative and qualitative market risks since the prior reporting period. For additional information related to our interest rate swaps, including changes in the fair value, refer to Note 6, Note 7 and Note 13 to our unaudited consolidated financial statements in Part I, Item 1 of this report.
Item 4. Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, our management conducted an evaluation (under the supervision and with the participation of our Chief Executive Officer, Kelli F. Valade, and our Executive Vice President and Chief Financial Officer, Robert P. Verostek) as of the end of the period covered by this Quarterly Report on Form 10-Q, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, Ms. Valade and Mr. Verostek each concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to our management, including Ms. Valade and Mr. Verostek, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during our fiscal quarter ended March 26, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Information regarding legal proceedings is incorporated by reference from Note 14 to our unaudited consolidated financial statements set forth in Part I, Item 1 of this report.
Item 1A. Risk Factors
There have been no material changes in the risk factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 25, 2024.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer
The table below provides information concerning repurchases of shares of our common stock during the quarter ended March 26, 2025.
| Period |
Total Number of Shares Purchased |
Average Price Paid Per Share
(1)
|
Total Number of Shares Purchased as Part of Publicly Announced Programs
(2)
|
Dollar Value of Shares that May Yet be Purchased Under the Programs
(2)
|
|||||||||||||||||||
| (In thousands, except per share amounts) | |||||||||||||||||||||||
| December 26, 2024 - January 22, 2025 | — | $ | — | — | $ | 89,197 | |||||||||||||||||
| January 23, 2025 - February 19, 2025 | 30 | 5.09 | 30 | $ | 89,044 | ||||||||||||||||||
| February 20, 2025 - March 26, 2025 | 188 | 4.40 | 188 | $ | 88,216 | ||||||||||||||||||
| Total | 218 | $ | 4.49 | 218 | |||||||||||||||||||
(1)
Average price paid per share excludes commissions and any excise taxes paid.
(2)
On December 2, 2019, we announced that our Board of Directors approved a share repurchase program, authorizing us to repurchase up to an additional $250 million of our common stock (in addition to prior authorizations). Such repurchases may take place from time to time in the open market (including pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Exchange Act) or in privately negotiated transactions, subject to market and business conditions. During the quarter ended March 26, 2025, we purchased 0.2 million shares of our common stock for an aggregate consideration of $1.0 million pursuant to the share repurchase program.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended March 26, 2025, none of the Company’s directors or officers
adopted
or
terminated
a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
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Item 6. Exhibits
The following are included as exhibits to this report:
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 101.INS |
Inline XBRL Instance Document (
the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
|
|||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
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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 5, 2025 | By: | /s/ Robert P. Verostek | |||||||||||
| Robert P. Verostek | ||||||||||||||
|
Executive Vice President and
Chief Financial Officer |
||||||||||||||
| Date: | May 5, 2025 | By: | /s/ Jay C. Gilmore | |||||||||||
| Jay C. Gilmore | ||||||||||||||
|
Senior Vice President,
Chief Accounting Officer and Corporate Controller |
||||||||||||||
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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 Intangible AssetsNote 5. Other Current LiabilitiesNote 6. Fair Value Of Financial InstrumentsNote 7. Long-term DebtNote 8. RevenuesNote 9. Operating (gains), Losses and Other Charges, NetNote 10. Share-based CompensationNote 11. Income TaxesNote 12. Net Income Per ShareNote 13. Shareholders' DeficitNote 14. Commitments and ContingenciesNote 15. Supplemental Cash Flow InformationNote 16. Segment InformationItem 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 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 5. Other InformationItem 6. Exhibits