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DENNY'S Corp - Quarter Report: 2019 September (Form 10-Q)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 25, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________

dennyslogo2017a12.jpg

Commission File Number 0-18051
DENNY’S CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
13-3487402
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

203 East Main Street
Spartanburg, South Carolina 29319-0001
(Address of principal executive offices)
(Zip Code)

(864) 597-8000
(Registrant’s telephone number, including are a 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
$.01 Par Value, Common Stock
 
DENN
 
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 
Yes  ý No  ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes  ý  No  ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
ý
Accelerated Filer
Non-Accelerated Filer
Smaller Reporting Company
Emerging Growth Company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes   No  ý

As of October 23, 2019, 59,058,729 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
Condensed Consolidated Balance Sheets
(Unaudited)
 
September 25, 2019
 
December 26, 2018
 
(In thousands, except per share amounts)
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
2,020

 
$
5,026

Investments
3,188

 
1,709

Receivables, net
19,903

 
26,283

Inventories
1,468

 
2,993

Assets held for sale
1,419

 
723

Prepaid and other current assets
11,034

 
10,866

Total current assets
39,032

 
47,600

Property, net of accumulated depreciation of $153,175 and $226,620, respectively
98,540

 
117,251

Financing lease right-of-use assets, net of accumulated amortization of $9,973 and $15,526, respectively
12,410

 
22,753

Operating lease right-of-use assets, net
143,371

 

Goodwill
36,884

 
39,781

Intangible assets, net
54,591

 
59,067

Deferred financing costs, net
1,879

 
2,335

Deferred income taxes, net
21,423

 
17,333

Other noncurrent assets
33,301

 
29,229

Total assets
$
441,431

 
$
335,349

Liabilities
 

 
 

Current liabilities:
 

 
 

Current finance lease liabilities
$
1,812

 
$
3,410

Current operating lease liabilities
16,718

 

Accounts payable
17,705

 
29,527

Other current liabilities
51,618

 
61,790

Total current liabilities
87,853

 
94,727

Long-term liabilities:
 

 
 

Long-term debt
213,000

 
286,500

Noncurrent finance lease liabilities
15,407

 
27,181

Noncurrent operating lease liabilities
137,165

 

Liability for insurance claims, less current portion
12,556

 
12,199

Other noncurrent liabilities
94,196

 
48,087

Total long-term liabilities
472,324

 
373,967

Total liabilities
560,177

 
468,694

Shareholders' deficit
 

 
 

Common stock $0.01 par value; 135,000 shares authorized; September 25, 2019: 109,413 shares issued and 59,340 shares outstanding; December 26, 2018: 108,585 shares issued and 61,533 shares outstanding
$
1,094

 
$
1,086

Paid-in capital
604,406

 
592,944

Deficit
(207,957
)
 
(306,414
)
Accumulated other comprehensive loss, net of tax
(41,907
)
 
(4,146
)
Treasury stock, at cost, 50,073 and 47,052 shares, respectively
(474,382
)
 
(416,815
)
Total shareholders' deficit
(118,746
)
 
(133,345
)
Total liabilities and shareholders' deficit
$
441,431

 
$
335,349


See accompanying notes

3



Denny’s Corporation and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)

 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(In thousands, except per share amounts)
Revenue:
 
 
 
 
 
 
 
Company restaurant sales
$
63,582

 
$
103,609

 
$
257,574

 
$
307,543

Franchise and license revenue
60,676

 
54,414

 
169,979

 
163,087

Total operating revenue
124,258

 
158,023

 
427,553

 
470,630

Costs of company restaurant sales, excluding depreciation and amortization:
 
 
 
 
 
 
 
Product costs
15,603

 
25,303

 
62,871

 
75,292

Payroll and benefits
23,777

 
41,041

 
100,475

 
123,332

Occupancy
4,301

 
6,083

 
15,583

 
17,165

Other operating expenses
10,625

 
15,419

 
39,320

 
45,490

Total costs of company restaurant sales
54,306

 
87,846

 
218,249

 
261,279

Costs of franchise and license revenue, excluding depreciation and amortization
31,136

 
28,174

 
87,065

 
85,779

General and administrative expenses
16,395

 
15,981

 
53,659

 
48,138

Depreciation and amortization
4,338

 
6,760

 
15,619

 
19,965

Operating (gains), losses and other charges, net
(50,091
)
 
793

 
(85,459
)
 
1,615

Total operating costs and expenses, net
56,084

 
139,554

 
289,133

 
416,776

Operating income
68,174

 
18,469

 
138,420

 
53,854

Interest expense, net
4,188

 
5,314

 
14,977

 
15,324

Other nonoperating income, net
(415
)
 
(460
)
 
(2,111
)
 
(877
)
Income before income taxes
64,401

 
13,615

 
125,554

 
39,407

Provision for income taxes
15,279

 
2,810

 
26,703

 
7,217

Net income
$
49,122

 
$
10,805

 
$
98,851

 
$
32,190

 
 
 
 
 
 
 
 
Basic net income per share
$
0.83

 
$
0.17

 
$
1.64

 
$
0.50

Diluted net income per share
$
0.80

 
$
0.16

 
$
1.58

 
$
0.49

 
 
 
 
 
 
 
 
Basic weighted average shares outstanding
59,430

 
63,246

 
60,457

 
63,774

Diluted weighted average shares outstanding
61,189

 
65,522

 
62,370

 
66,122

 
See accompanying notes

4


Denny’s Corporation and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)

 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(In thousands)
Net income
$
49,122

 
$
10,805

 
$
98,851

 
$
32,190

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Minimum pension liability adjustment, net of tax of $6, $7, $17 and $20, respectively
16

 
21

 
48

 
64

Changes in the effective portion of the fair value of derivatives, net of tax of $(5,251), $1,543, $(13,574) and $1,611, respectively
(15,067
)
 
4,422

 
(37,838
)
 
4,614

Reclassification of derivatives to interest expense, net of tax of $21, $40, $11 and $62, respectively
57

 
115

 
29

 
179

Other comprehensive (loss) income
(14,994
)
 
4,558

 
(37,761
)
 
4,857

Total comprehensive income
$
34,128

 
$
15,363

 
$
61,090

 
$
37,047


See accompanying notes

5



Denny’s Corporation and Subsidiaries
Condensed Consolidated Statements of Shareholders’ Deficit
For the Quarter Ended September 25, 2019 and September 26, 2018
(Unaudited)

 
Common Stock
 
Treasury Stock
 
Paid-in Capital
 
Deficit
 
Accumulated
Other
Comprehensive
Income (Loss), Net
 
Total
Shareholders’
Deficit
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
(In thousands)
Balance, June 26, 2019
109,291

 
$
1,093

 
(49,484
)
 
$
(461,575
)
 
$
601,902

 
$
(257,079
)
 
$
(26,913
)
 
$
(142,572
)
Net income

 

 

 

 

 
49,122

 

 
49,122

Other comprehensive loss

 

 

 

 

 

 
(14,994
)
 
(14,994
)
Share-based compensation on equity classified awards, net

 

 

 

 
2,089

 

 

 
2,089

Purchase of treasury stock

 

 
(589
)
 
(12,807
)
 

 

 

 
(12,807
)
Issuance of common stock for share-based compensation
3

 

 

 

 

 

 

 

Exercise of common stock options
119

 
1

 

 

 
415

 

 

 
416

Balance, September 25, 2019
109,413

 
$
1,094

 
(50,073
)
 
$
(474,382
)
 
$
604,406

 
$
(207,957
)
 
$
(41,907
)
 
$
(118,746
)

 
Common Stock
 
Treasury Stock
 
Paid-in Capital
 
Deficit
 
Accumulated
Other
Comprehensive
Income (Loss), Net
 
Total
Shareholders’
Deficit
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
(In thousands)
Balance, June 27, 2018
108,470

 
$
1,084

 
(45,014
)
 
$
(384,470
)
 
$
596,248

 
$
(328,722
)
 
$
(2,017
)
 
$
(117,877
)
Net income

 

 

 

 

 
10,805

 

 
10,805

Other comprehensive income

 

 

 

 
 
 

 
4,558

 
4,558

Share-based compensation on equity classified awards, net

 

 

 

 
1,052

 

 

 
1,052

Purchase of treasury stock

 

 
(574
)
 
(8,563
)
 

 

 

 
(8,563
)
Issuance of common stock for share-based compensation
3

 
1

 

 

 
(1
)
 

 

 

Exercise of common stock options
20

 

 

 

 
45

 

 

 
45

Balance, September 26, 2018
108,493

 
$
1,085

 
(45,588
)
 
$
(393,033
)
 
$
597,344

 
$
(317,917
)
 
$
2,541

 
$
(109,980
)

 
See accompanying notes

6




Denny’s Corporation and Subsidiaries
Condensed Consolidated Statements of Shareholders’ Deficit
For the Three Quarters Ended September 25, 2019 and September 26, 2018
(Unaudited)

 
Common Stock
 
Treasury Stock
 
Paid-in Capital
 
Deficit
 
Accumulated
Other
Comprehensive
Income (Loss), Net
 
Total
Shareholders’
Deficit
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
(In thousands)
Balance, December 26, 2018
108,585

 
$
1,086

 
(47,052
)
 
$
(416,815
)
 
$
592,944

 
$
(306,414
)
 
$
(4,146
)
 
$
(133,345
)
Cumulative effect adjustment

 

 

 

 

 
(394
)
 

 
(394
)
Net income

 

 

 

 

 
98,851

 

 
98,851

Other comprehensive loss

 

 

 

 

 

 
(37,761
)
 
(37,761
)
Share-based compensation on equity classified awards, net

 

 

 

 
3,741

 

 

 
3,741

Purchase of treasury stock

 

 
(2,632
)
 
(50,804
)
 

 

 

 
(50,804
)
Equity forward contract settlement

 

 
(389
)
 
(6,763
)
 
6,763

 

 

 

Issuance of common stock for share-based compensation
468

 
5

 

 

 
(5
)
 

 

 

Exercise of common stock options
360

 
3

 

 

 
963

 

 

 
966

Balance, September 25, 2019
109,413

 
$
1,094

 
(50,073
)
 
$
(474,382
)
 
$
604,406

 
$
(207,957
)
 
$
(41,907
)
 
$
(118,746
)

 
Common Stock
 
Treasury Stock
 
Paid-in Capital
 
Deficit
 
Accumulated
Other
Comprehensive
Income (Loss), Net
 
Total
Shareholders’
Deficit
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
(In thousands)
Balance, December 27, 2017
107,740

 
$
1,077

 
(43,151
)
 
$
(355,626
)
 
$
594,166

 
$
(334,661
)
 
$
(2,316
)
 
$
(97,360
)
Cumulative effect adjustment

 

 

 

 

 
(15,446
)
 

 
(15,446
)
Net income

 

 

 

 

 
32,190

 

 
32,190

Other comprehensive income

 

 

 

 

 

 
4,857

 
4,857

Share-based compensation on equity classified awards, net

 

 

 

 
2,128

 

 

 
2,128

Purchase of treasury stock

 

 
(2,437
)
 
(37,407
)
 

 

 

 
(37,407
)
Issuance of common stock for share-based compensation
447

 
5

 

 

 
(5
)
 

 

 

Exercise of common stock options
306

 
3

 

 

 
1,055

 

 

 
1,058

Balance, September 26, 2018
108,493

 
$
1,085

 
(45,588
)
 
$
(393,033
)
 
$
597,344

 
$
(317,917
)
 
$
2,541

 
$
(109,980
)

See accompanying notes

7



Denny’s Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
(In thousands)
Cash flows from operating activities:
 
 
 
Net income
$
98,851

 
$
32,190

Adjustments to reconcile net income to cash flows provided by operating activities:
 
 
 
Depreciation and amortization
15,619

 
19,965

Operating (gains), losses and other charges, net
(85,459
)
 
1,615

Amortization of deferred financing costs
456

 
455

Gains on investments
(179
)
 

Gains on early extinguishments of debt and leases
(157
)
 
(159
)
Deferred income tax expense
9,594

 
5,044

Share-based compensation
7,142

 
3,661

Changes in assets and liabilities:
 
 
 
Receivables
8,095

 
3,582

Inventories
1,525

 
83

Other current assets
(168
)
 
1,292

Other assets
(3,081
)
 
(565
)
   Operating lease assets/liabilities
(577
)
 

Accounts payable
(9,411
)
 
(11,948
)
Accrued salaries and vacations
(6,224
)
 
(858
)
Accrued taxes
(524
)
 
1,974

Other accrued liabilities
(5,544
)
 
(7,733
)
Other noncurrent liabilities
2,068

 
(2,339
)
Net cash flows provided by operating activities
32,026

 
46,259

Cash flows from investing activities:
 
 
 
Capital expenditures
(12,646
)
 
(17,294
)
Acquisition of restaurants and real estate
(9,456
)
 
(10,416
)
Deposits on acquisitions of real estate
(1,538
)
 

Proceeds from sales of restaurants, real estate and other assets
118,370

 
969

Investment purchases
(1,300
)
 
(1,709
)
Collections on notes receivable
3,027

 
2,478

Issuance of notes receivable
(822
)
 
(2,525
)
Net cash flows provided by (used in) investing activities
95,635

 
(28,497
)
Cash flows from financing activities:
 
 
 
Revolver borrowings
102,500

 
91,000

Revolver payments
(176,000
)
 
(72,000
)
Long-term debt payments
(2,044
)
 
(2,429
)
Proceeds from exercise of stock options
966

 
1,058

Tax withholding on share-based payments
(3,206
)
 
(1,714
)
Purchase of treasury stock
(50,649
)
 
(37,108
)
Net bank overdrafts
(2,234
)
 
319

Net cash flows used in financing activities
(130,667
)
 
(20,874
)
Decrease in cash and cash equivalents
(3,006
)
 
(3,112
)
Cash and cash equivalents at beginning of period
5,026

 
4,983

Cash and cash equivalents at end of period
$
2,020

 
$
1,871

 
See accompanying notes

8



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

Note 1.     Introduction and Basis of Presentation

Denny’s Corporation, or Denny’s or the Company, is one of America’s largest full-service restaurant chains based on number of restaurants. At September 25, 2019, the Denny's brand consisted of 1,706 restaurants, 1,629 of which were franchised/licensed restaurants and 77 of which were company operated.

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

These interim condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto for the fiscal year ended December 26, 2018 which are contained in our Annual Report on Form 10-K for the fiscal year ended December 26, 2018. Certain reclassifications have been made to the prior year amounts to conform to the current year presentation. The results of operations for the interim periods presented are not necessarily indicative of the results for the entire fiscal year ending December 25, 2019.

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

Effective December 27, 2018, the first day of fiscal 2019, we adopted Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” and all subsequent ASUs that modified Topic 842. The new guidance established a right-of-use ("ROU") model that requires lessees to recognize a ROU asset and a lease liability for all leases with terms greater than 12 months. Lessees classify leases as financing or operating. The guidance requires lessors to classify leases as sales-type, direct financing or operating. We elected to apply the modified retrospective transition approach as the date of initial application without restating comparative period financial statements. Results for reporting periods beginning after December 26, 2018 are presented under Topic 842. Prior period amounts are not adjusted and continue to be reported in accordance with our historical accounting under Accounting Standards Codification 840, "Leases (Topic 840)". Our transition to Topic 842 represents a change in accounting principle.

The new guidance provided a number of optional practical expedients in transition. We elected the package of practical expedients that permitted us not to reassess our prior conclusions regarding lease identification, lease classification or initial direct costs. In addition, we did not elect the practical expedient which would have permitted us to use hindsight in evaluating our leases, nor did we elect the land easement practical expedient. In preparation for adoption, we implemented a new lease management system.

Upon adoption of Topic 842, we recorded operating lease liabilities of $101.3 million and ROU assets of $94.1 million related to existing operating leases. In addition, we recorded a cumulative effect adjustment increasing opening deficit by $0.4 million and deferred tax assets by $0.1 million. The lease liabilities were based on the present value of remaining rental payments under previous leasing standards for existing operating leases primarily related to real estate leases. Exit cost and straight-line lease liabilities that existed at the adoption date were reclassified against the ROU assets upon adoption. The amount recorded to opening deficit represents the initial impairment of ROU assets, net of the deferred tax impact.

See Note 3 for further information about our transition to Topic 842 and the required disclosures.


9



Accounting Standards to be Adopted

In June 2016, the Financial Accounting Standards Board issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The new guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform financial statement users of credit loss estimates. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 (our fiscal 2020) with early adoption permitted for annual and interim periods beginning after December 15, 2018 (our fiscal 2019). We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

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

Note 3.     Leases

Lessee

We lease certain real estate and equipment for our restaurants and support facilities. At contract inception, we determine whether a contract is, or contains, a lease by determining whether it conveys the right to control the use of the identified asset for a period of time. We recognize a lease liability and an ROU asset at the lease commencement date.

For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases, and is subsequently measured at amortized cost using the effective interest method.

Operating lease ROU assets are initially and subsequently measured throughout the lease term at the carrying amount of the lease liability adjusted for initial direct costs, prepayments, accrued payments and lease incentives, if any. Lease cost is recognized on a straight-line basis over the lease term. Operating lease payments are classified as cash flows for operating activities with ROU asset amortization and the change in the lease liability combined as "Operating lease assets/liabilities" in the reconciliation of net income to net cash flows provided by operating activities in the Consolidated Statement of Cash Flows. Finance lease ROU assets are initially measured at cost and subsequently amortized on a straight-line basis over the lesser of the useful life or the lease term. Finance lease payments are classified as cash flows used in financing activities in the Consolidated Statement of Cash Flows. Operating and finance lease ROU assets are assessed for impairment using the long-lived assets impairment guidance.

The new lease guidance provides practical expedients and accounting elections for our ongoing accounting after adoption. We elected the practical expedient to not separate nonlease components (such as common area maintenance) from lease components in regard to all leases and the portfolio approach in applying the discount rate to our leases.

Key estimates and judgments include how we determine (1) lease payments, (2) lease term and (3) the discount rate used to discount the unpaid lease payments to present value.

We have certain lease agreements structured with both a fixed base rent and a contingent rent based on a percentage of sales over contractual levels, others with only contingent rent based on a percentage of sales and some with a fixed base rent adjusted periodically for inflation or changes in fair market rent rate. Contingent rent is recognized as sales occur. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The exercise of lease renewal options is at our sole discretion, except in certain sublease situations in which we have determined that it is reasonably certain that one or more options will be exercised, including where the exercise of a sublease option compels us to exercise the renewal option of the underlying master lease. Renewal option periods are included in the measurement of lease ROU asset and lease liability where the exercise is reasonably certain to occur. Initial terms of real estate leases generally range from 10 to 20 years, exclusive of options to renew, which are typically for five year periods. Leases of equipment consist primarily of restaurant equipment, computer equipment and vehicles. Initial terms of equipment leases generally range from three to five years.

The discount rate used to determine the present value of the lease payments is our estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, as we generally cannot determine the interest rate implicit in the lease.


10



Lessor

We lease or sublease certain restaurant properties to our franchisees and occasionally to third parties. The lease descriptions, terms, variable lease payments and renewal options are the same as the lessee leases described above. Similar to our lessee accounting, we elected the lessor practical expedient to not separate nonlease components from lease components in regard to all leases.

The components of lease costs were as follows:
 
 
 
Quarter Ended
 
Three Quarters Ended
 
Classification
 
September 25, 2019
 
September 25, 2019
 
 
 
(In thousands)
Lease costs
 
 
 
 
 
Finance lease costs:
 
 
 
 
 
Amortization of right-of-use assets
Depreciation and amortization
 
$
592

 
$
2,473

Interest on lease liabilities
Interest expense, net
 
906

 
3,740

Operating lease costs:
 
 
 
 
 
Operating lease costs - company
Occupancy
 
1,811

 
6,824

Operating lease costs - franchise
Costs of franchise and license revenue
 
4,850

 
11,926

Operating lease costs - general and administrative
General and administrative expenses
 
27

 
80

Variable lease costs:
 
 
 
 
 
Variable lease costs - company
Occupancy
 
1,324

 
4,992

Variable lease costs - franchise
Costs of franchise and license revenue
 
1,924

 
4,862

Variable lease costs - general and administrative
General and administrative expenses
 
15

 
25

Variable lease costs - closed stores
Restructuring charges and exit costs
 

 
55

Sublease income
Franchise and license revenue
 
(8,156
)
 
(20,164
)
Total lease costs
 
 
$
3,293

 
$
14,813



Lease terms and discount rates were as follows:
 
September 25, 2019
Weighted-average remaining lease term (in years)
 
Finance leases
9.6

Operating leases
10.8

Weighted-average discount rate
 
Finance leases
23.5
%
Operating leases
6.1
%


The components of lease income were as follows:
 
 
 
Quarter Ended
 
Three Quarters Ended
 
Classification
 
September 25, 2019
 
September 25, 2019
 
 
 
(In thousands)
Lease income
 
 
 
 
 
Operating lease income - franchise
Franchise and license revenue
 
$
7,963

 
$
19,234

Operating lease income - closed stores
Restructuring charges and exit costs
 
56

 
188

Variable lease income - franchise
Franchise and license revenue
 
2,770

 
7,170

Variable lease income - closed stores
Restructuring charges and exit costs
 
13

 
37

Total lease income
 
 
$
10,802

 
$
26,629




11




Cash and supplemental noncash amounts were as follows:
 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 25, 2019
 
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
 
 
 
Operating cash flows from finance leases
$
906

 
$
3,740

Operating cash flows from operating leases
6,816

 
19,569

Financing cash flows from finance leases
497

 
2,044

Right-of-use assets obtained in exchange for new finance lease liabilities

 
305

Right-of-use assets obtained in exchange for new operating lease liabilities
31,050

 
58,581



Maturities of lease liabilities and receipts in accordance with Topic 842 as of September 25, 2019 were as follows:
 
Lease Liabilities
 
Lease Receipts
 
Finance
 
Operating
 
Operating
 
(In thousands)
Remainder of 2019
$
1,256

 
$
6,543


$
8,225

2020
4,839

 
24,749


31,029

2021
4,571

 
22,629


28,145

2022
4,287

 
20,469


25,756

2023
3,769

 
17,875


22,682

Thereafter
25,672

 
120,696


155,741

Total undiscounted cash flows
44,394

 
212,961


$
271,578

Less: interest
27,175

 
59,078


 
Present value of lease liabilities
17,219

 
153,883


 
Less: current lease liabilities
1,812

 
16,718


 
Long-term lease liabilities
$
15,407

 
$
137,165


 



Maturities of lease liabilities in accordance with Topic 840 as of December 26, 2018 were as follows:
 
Commitments
 
Lease Receipts
 
Capital
 
Operating
 
Operating
 
(In thousands)
2019
$
9,271

 
$
23,504

 
$
21,001

2020
8,664

 
20,161

 
18,493

2021
8,010

 
17,316

 
16,573

2022
7,320

 
14,646

 
14,887

2023
6,451

 
11,881

 
12,932

Thereafter
33,670

 
49,004

 
65,273

Total
73,386

 
$
136,512

 
$
149,159

Less imputed interest
42,795

 
 
 
 
Present value of capital lease obligations
$
30,591

 
 
 
 



12



Note 4.     Refranchisings and Acquisitions
 
Refranchisings

The following table summarizes the activity related to our refranchising and development strategy. Gains on the sales of company restaurants and real estate are included as a component of operating (gains), losses and other charges, net in our Condensed Consolidated Statements of Income. See Note 5.

 
Quarter Ended

Three Quarters Ended
 
September 25, 2019

September 26, 2018

September 25, 2019

September 26, 2018
 
(Dollars in thousands)
Restaurants sold to franchisees
56




96



Gains on sales of company restaurants:











Cash proceeds
$
68,774


$


$
107,611


$

Receivables
2,976

 

 
3,446

 

Less: Property sold
(17,759
)



(27,984
)


Less: Goodwill
(1,705
)



(2,709
)


Less: Intangibles
(579
)


 
(2,225
)
 

Less: Deferred gain
(1,350
)
 

 
(1,350
)
 

Total gains of sales of company restaurants
$
50,357

 
$


$
76,789


$













Real estate parcels sold
2




6



Gains on sales of real estate:











Cash proceeds
$
2,142

 
$

 
$
10,680

 
$

Noncash consideration

 

 
3,000

 

Less: Property sold
(740
)



(1,686
)


Less: Other assets
(114
)
 

 
(120
)
 

Total gains on sales of real estate
$
1,288

 
$


$
11,874


$



In addition to the cash proceeds received on the sale of real estate during the first quarter, we also recorded additional noncash consideration for the fair value of restaurant space we expect to receive within a building being developed by the buyer of the real estate. The fair value of this space was determined using a market approach with Level 2 inputs based on third party appraisals of fair values of other similar properties. The $3.0 million of noncash consideration is recorded as a component of other noncurrent assets in our Condensed Consolidated Balance Sheets.

As of September 25, 2019, we have recorded assets held for sale at their carrying amount of $1.4 million (comprised of property of $1.2 million and goodwill of $0.2 million) related to seven company restaurants. There were $0.7 million in assets held for sale as of December 26, 2018 related to three company restaurants and one piece of real estate.

Acquisitions

We account for the acquisition of franchised restaurants using the acquisition method of accounting for business combinations. The purchase price allocations were based on Level 3 fair value estimates. The following table summarizes our restaurant and real estate acquisition activity:


13



 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(Dollars in thousands)
Restaurants acquired from franchisees

 

 

 
6

Purchase price allocation:
 
 
 
 
 
 
 
Reacquired franchise rights
$

 
$

 
$

 
$
5,434

Property

 

 

 
1,121

Goodwill

 

 

 
1,574

Total purchase price
$

 
$

 
$

 
$
8,129

 
 
 
 
 
 
 
 
Financing leases recorded
$

 
$

 
$

 
$
2,409

 
 
 
 
 
 
 
 
Real estate parcels acquired
2

 

 
4

 
1

Total purchase price
$
4,750

 
$

 
$
9,456

 
$
1,787




Note 5.     Operating (Gains), Losses and Other Charges, Net

Operating (gains), losses and other charges, net consisted of the following:
 
 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(In thousands)
Gains on sales of assets and other, net
$
(51,183
)
 
$
(695
)
 
$
(87,497
)
 
$
(759
)
Restructuring charges and exit costs
1,092

 
48

 
2,038

 
816

Impairment charges

 
1,440

 

 
1,558

Operating (gains), losses and other charges, net
$
(50,091
)
 
$
793

 
$
(85,459
)
 
$
1,615


 
Gains on sales of assets and other, net were primarily the result of sales of company restaurants and real estate as part of our refranchising and development strategy. See Note 4.

Restructuring charges and exit costs consisted of the following: 
 
 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(In thousands)
Exit costs
$
20

 
$
48

 
$
194

 
$
347

Severance and other restructuring charges
1,072

 

 
1,844

 
469

Total restructuring charges and exit costs
$
1,092

 
$
48

 
$
2,038

 
$
816



Exit cost liabilities were $0.1 million and $1.2 million as of September 25, 2019 and December 26, 2018, respectively. As a result of the adoption of Topic 842, exit cost liabilities related to lease costs are now included as a component of operating lease liabilities in our Condensed Consolidated Balance Sheets. See Note 3.

As of September 25, 2019 and December 26, 2018, we had accrued severance and other restructuring charges of $1.1 million and $0.6 million, respectively. The balance as of September 25, 2019 is expected to be paid during the next 12 months.

Impairment charges for the quarter and three quarters ended September 26, 2018 primarily resulted from the impairment of an underperforming unit.


14



Note 6.     Receivables
 
Receivables consisted of the following:
 
 
September 25, 2019
 
December 26, 2018
 
(In thousands)
Receivables, net:
 
 
 
Trade accounts receivable from franchisees
$
12,054

 
$
11,459

Financing receivables from franchisees
4,985

 
3,211

Vendor receivables
1,386

 
4,016

Credit card receivables
876

 
5,955

Other
892

 
1,942

Allowance for doubtful accounts
(290
)
 
(300
)
Total receivables, net
$
19,903

 
$
26,283

 
 
 
 
Other noncurrent assets:
 
 
 
Financing receivables from franchisees and other
$
450

 
$
1,528



Note 7.    Goodwill and Other Intangible Assets

The following table reflects the changes in carrying amounts of goodwill:

 
(In thousands)
Balance, December 26, 2018
$
39,781

Adjustments related to the sale of restaurants and reclassifications to assets held for sale
(2,897
)
Balance, September 25, 2019
$
36,884



Other intangible assets consisted of the following:
 
 
September 25, 2019
 
December 26, 2018
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
 
(In thousands)
Intangible assets with indefinite lives:
 
 
 
 
 
 
 
Trade names
$
44,087

 
$

 
$
44,087

 
$

Liquor licenses
120

 

 
166

 

Intangible assets with definite lives:
 
 
 
 
 
 
 
Reacquired franchise rights
16,218

 
5,834

 
19,933

 
5,119

Intangible assets, net
$
60,425

 
$
5,834

 
$
64,186

 
$
5,119



The decreases in goodwill and reacquired franchise rights during the current year were the result of sales of company restaurants and reclassifications to assets held for sale as part of our refranchising and development strategy. See Note 4.
 

15



Note 8.     Other Current Liabilities
 
Other current liabilities consisted of the following:

 
September 25, 2019
 
December 26, 2018
 
(In thousands)
Accrued payroll
$
17,279

 
$
23,395

Accrued insurance, primarily current portion of liability for insurance claims
6,884

 
7,323

Accrued taxes
7,143

 
7,667

Accrued advertising
4,500

 
7,413

Gift cards
4,272

 
6,546

Other
11,540

 
9,446

Other current liabilities
$
51,618

 
$
61,790



Note 9.     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 September 25, 2019:
 
 
 
 
 
 
 
Deferred compensation plan investments (1)
$
12,661

 
$
12,661

 
$

 
$

Interest rate swaps, net (2)
(55,848
)
 

 
(55,848
)
 

Investments (3)
3,188

 

 
3,188

 

Total
$
(39,999
)
 
$
12,661

 
$
(52,660
)
 
$

 
 
 
 
 
 
 
 
Fair value measurements as of December 26, 2018:
 
 
 
 
 
 
 
Deferred compensation plan investments (1)
$
11,235

 
$
11,235

 
$

 
$

Interest rate swaps, net (2)
(4,475
)
 

 
(4,475
)
 

Investments (3)
1,709

 

 
1,709

 

Total
$
8,469

 
$
11,235

 
$
(2,766
)
 
$


(1)
The fair values of our deferred compensation plan investments are based on the closing market prices of the elected investments.
(2)
The fair values of our interest rate swaps are based upon Level 2 inputs, which include valuation models as reported by our counterparties. The key inputs for the valuation models are quoted market prices, interest rates and forward yield curves. See Note 10 for details on the interest rate swaps.
(3)
The fair value of investments is 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.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are deemed to approximate fair value due to the immediate or short-term maturity of these instruments. See Note 4 for the disclosures related to the fair value of assets held for sale and acquired franchise restaurants. The fair value of our senior secured revolver approximates its carrying value since it is a variable rate facility (Level 2).


16



Note 10.     Long-Term Debt

Denny's and certain of its subsidiaries have a credit facility consisting of a five-year $400 million senior secured revolver (with a $30 million letter of credit sublimit). The credit facility includes an accordion feature that would allow us to increase the size of the revolver to $450 million. As of September 25, 2019, we had outstanding revolver loans of $213.0 million and outstanding letters of credit under the senior secured revolver of $20.6 million. These balances resulted in availability of $166.4 million under the credit facility. Prior to considering the impact of our interest rate swaps, described below, the weighted-average interest rate on outstanding revolver loans was 4.18% and 4.43% as of September 25, 2019 and December 26, 2018, respectively. Taking into consideration our interest rate swaps, the weighted-average interest rate of outstanding revolver loans was 4.44% and 4.48% as of September 25, 2019 and December 26, 2018, respectively.

A commitment fee, which is based on our consolidated leverage ratio, is paid on the unused portion of the credit facility and was 0.30% as of September 25, 2019. Borrowings under the credit facility bear a tiered interest rate, also based on our consolidated leverage ratio, and was set at LIBOR plus 2.00% as of September 25, 2019. The maturity date for the credit facility is October 26, 2022.

The credit facility is available for working capital, capital expenditures and other general corporate purposes. The credit facility is guaranteed by Denny's and its material subsidiaries and is secured by assets of Denny's and its subsidiaries, including the stock of its subsidiaries (other than our insurance captive subsidiary). It includes negative covenants that are usual for facilities and transactions of this type. The credit facility also includes certain financial covenants with respect to a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. We were in compliance with all financial covenants as of September 25, 2019.

Interest Rate Hedges
We have interest rate swaps to hedge a portion of the forecasted cash flows of our floating rate debt. We designated the interest rate swaps as cash flow hedges of our exposure to variability in future cash flows attributable to variable interest payments due on forecasted notional amounts.

Under the interest rate swaps, we pay a fixed rate on the notional amount in addition to the current interest rate as determined by our consolidated leverage ratio in effect at the time. A summary of our interest rate swaps as of September 25, 2019 is as follows:

Trade Date
 
Effective Date
 
Maturity Date
 
Notional Amount
 
Fixed Rate
 
 
 
 
 
 
(In thousands)
 
 
March 20, 2015
 
March 29, 2018
 
March 31, 2025
 
$
120,000

 
2.44
%
October 1, 2015
 
March 29, 2018
 
March 31, 2026
 
50,000

 
2.46
%
February 15, 2018
 
March 31, 2020
 
December 31, 2033
 
80,000

(1) 
3.19
%

(1)
The notional amounts of the swaps entered into on February 15, 2018 increase annually beginning September 30, 2020 until they reach the maximum notional amount of $425.0 million on September 28, 2029.

As of September 25, 2019, the fair value of the interest rate swaps was a liability of $55.8 million, which is recorded as a component of other noncurrent liabilities in our Condensed Consolidated Balance Sheets. See Note 16 for the amounts recorded in accumulated other comprehensive loss related to the interest rate swaps.

Note 11.     Revenues

Our revenues are derived primarily from two sales channels, which we operate as one segment: company restaurants and franchised and licensed restaurants. The following table disaggregates our revenue by sales channels and types of goods or services:

17




 
Quarter Ended
Three Quarters Ended
 
September 25, 2019
September 26, 2018
September 25, 2019
September 26, 2018
 
(Dollars in thousands)
Company restaurant sales
$
63,582

 
$
103,609

 
$
257,574

 
$
307,543

Franchise and license revenue:
 
 
 
 
 
 
 
Royalties
27,830

 
25,518

 
79,742

 
75,875

Advertising revenue
20,756

 
19,546

 
59,582

 
58,386

Initial and other fees
1,356

 
1,415

 
4,250

 
4,642

Occupancy revenue 
10,734

 
7,935

 
26,405

 
24,184

Franchise and license revenue 
60,676

 
54,414

 
169,979

 
163,087

Total operating revenue
$
124,258

 
$
158,023

 
$
427,553

 
$
470,630



Balances related to contracts with customers consist of receivables, deferred franchise revenue and deferred gift card revenue. See Note 6 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 26, 2018
$
20,538

Fees received from franchisees
4,796

Revenue recognized (1)
(2,077
)
Balance, September 25, 2019
23,257

Less current portion included in other current liabilities
2,182

Deferred franchise revenue included in other noncurrent liabilities
$
21,075



(1) Of this amount $1.8 million was included in the deferred franchise revenue balance as of December 26, 2018.


As of September 25, 2019, the deferred franchise revenue expected to be recognized in the future is as follows:

 
(In thousands)
2019
$
583

2020
2,204

2021
2,017

2022
1,908

2023
1,830

Thereafter
14,715

Deferred franchise revenue
$
23,257



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 September 25, 2019 and December 26, 2018 was $4.3 million and $6.5 million, respectively. During the three quarters ended September 25, 2019, we recognized revenue of $1.8 million from gift card redemptions at company restaurants.


18



Note 12.     Share-Based Compensation

Total share-based compensation cost included as a component of general and administrative expenses was as follows:

 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(In thousands)
Performance share awards
$
1,957

 
$
902

 
$
6,418

 
$
2,922

Restricted stock units for board members
219

 
198

 
724

 
739

Total share-based compensation
$
2,176

 
$
1,100

 
$
7,142

 
$
3,661


 
Performance Share Units
 
During the three quarters ended September 25, 2019, we granted certain employees 0.3 million performance share units with a grant date fair value of $20.47 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 and 0.3 million performance share units with a grant date fair value of $17.58 per share that vest based on our Adjusted EPS growth rate versus plan, as defined under the terms of the award. The performance period for these performance share units is the three year fiscal period beginning December 27, 2018 and ending December 29, 2021. They will vest and be earned (from 0% to 150% of the target award for each such increment) at the end of the performance period.

During the three quarters ended September 25, 2019, we issued 0.4 million shares of common stock related to vested performance share units. In addition 0.4 million shares of common stock were deferred and 0.2 million shares of common stock were withheld in lieu of taxes related to vested performance share units.
 
As of September 25, 2019, we had approximately $14.3 million of unrecognized compensation cost related to all unvested performance share awards outstanding, which have a weighted average remaining contractual term of 1.9 years.
 
Restricted Stock Units for Board Members

During the three quarters ended September 25, 2019, we granted less than 0.1 million restricted stock units (which are equity classified) with a weighted average grant date fair value of $19.44 per unit to non-employee members of our Board of Directors. The restricted stock units vest after a one year service period. A director may elect to convert these awards into shares of common stock either on a specific date in the future (while still serving as a member of our Board of Directors), upon termination as a member of our Board of Directors, or in three equal annual installments commencing after termination of service as a member of our Board. During the three quarters ended September 25, 2019, 0.1 million restricted stock units were converted into shares of common stock. As of September 25, 2019, we had approximately $0.5 million of unrecognized compensation cost related to all unvested restricted stock unit awards outstanding, which have a weighted average remaining contractual term of 0.6 years.
 
Note 13.     Income Taxes

The effective income tax rate was 23.7% and 21.3% for the quarter and three quarters ended September 25, 2019, respectively, compared to 20.6% and 18.3% for the prior year periods. The 2019 quarterly and year-to-date rates included the impact of excess tax benefits relating to share-based compensation of 1.0% and 1.8%, respectively. The 2018 quarterly and year-to-date rates included the impact of excess tax benefits relating to share-based compensation of 0.5% and 3.4%, respectively. In addition, during the second quarter of 2019, we completed an Internal Revenue Service federal income tax audit of the 2016 tax year. Upon completion of this audit, revaluations of certain tax positions were performed and as a result, we recognized a net benefit of 1.6% for the 2019 year-to-date period.
 

19



Note 14.     Net Income Per Share
 
The amounts used for the basic and diluted net income per share calculations are summarized below:
 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(In thousands, except for per share amounts)
Net income
$
49,122

 
$
10,805

 
$
98,851

 
$
32,190

 
 
 
 
 
 
 
 
Weighted average shares outstanding - basic
59,430

 
63,246

 
60,457

 
63,774

Effect of dilutive share-based compensation awards
1,759

 
2,276

 
1,913

 
2,348

Weighted average shares outstanding - diluted
61,189

 
65,522

 
62,370

 
66,122

 
 
 
 
 
 
 
 
Basic net income per share
$
0.83

 
$
0.17

 
$
1.64

 
$
0.50

Diluted net income per share
$
0.80

 
$
0.16

 
$
1.58

 
$
0.49

 
 
 
 
 
 
 
 
Anti-dilutive share-based compensation awards
274

 

 
226

 
471


    

Note 15.     Supplemental Cash Flow Information

 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
(In thousands)
Income taxes paid, net
$
17,853

 
$
2,347

Interest paid
$
14,393

 
$
14,349

 
 
 
 
Noncash investing and financing activities:
 
 
 
Issuance of common stock, pursuant to share-based compensation plans
$
7,522

 
$
4,671

Noncash consideration received in connection with the sale of real estate
$
3,000

 
$

Execution of finance leases
$
305

 
$
2,850

Treasury stock payable
$
228

 
$
419

Receivables in connection with disposition of property
$
3,446

 
$

Insurance proceeds receivable
$
48

 
$
19


 
Note 16.     Shareholders' Deficit

Share Repurchase
 
Our credit facility permits the purchase of Denny’s stock and the payment of cash dividends subject to certain limitations. In October 2017, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $200 million of our common stock (in addition to prior authorizations). Under this program, we may, from time to time, purchase shares in the open market (including pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934, as amended) or in privately negotiated transactions, subject to market and business conditions.

In November 2018, as part of our previously authorized share repurchase programs, we entered into a $25 million accelerated share repurchase (the "ASR") agreement with MUFG Securities EMEA plc (“MUFG”). We paid $25 million in cash and received approximately 1.1 million shares of our common stock (which represents the minimum shares to be delivered based on the cap price) and recorded $18.2 million of treasury stock related to these shares. The remaining balance of $6.8 million was recorded as additional paid-in capital in shareholders’ deficit as of December 26, 2018 as an equity forward contract.

20




During the three quarters ended September 25, 2019, we settled the ASR agreement with MUFG. As a result, we received final delivery of an additional 0.4 million shares of our common stock. The total number of shares repurchased was based on a combined discounted volume-weighted average price (“VWAP”) of $17.04 per share, which was determined based on the average of the daily VWAP of our common stock, less a fixed discount, over the term of the ASR agreement. As a result of settling the ASR agreement, we recorded $6.8 million of treasury stock related to the settlement of the equity forward contract related to the ASR agreement.

In addition to the settlement of the ASR, during the three quarters ended September 25, 2019, we repurchased a total of 2.6 million shares of our common stock for approximately $50.8 million. This brings the total amount repurchased under the current repurchase program to 7.2 million shares of our common stock for approximately $122.4 million, leaving approximately $77.6 million that can be used to repurchase our common stock under this program as of September 25, 2019. Repurchased shares are included as treasury stock in our Condensed Consolidated Balance Sheets and our Condensed Consolidated Statement of Shareholders' Deficit.

Accumulated Other Comprehensive Loss

The components of the change in accumulated other comprehensive loss were as follows:

 
Defined Benefit Plans
 
Derivatives
 
Accumulated Other Comprehensive Loss
 
(In thousands)
Balance as of December 26, 2018
$
(827
)
 
$
(3,319
)
 
$
(4,146
)
Amortization of net loss (1)
65

 

 
65

Net change in fair value of derivatives

 
(51,412
)
 
(51,412
)
Reclassification of derivatives to interest expense, net (2)

 
40

 
40

Income tax (expense) benefit related to items of other comprehensive loss
(17
)
 
13,563

 
13,546

Balance as of September 25, 2019
$
(779
)
 
$
(41,128
)
 
$
(41,907
)

(1)
Before-tax amount related to our defined benefit plans that was reclassified from accumulated other comprehensive loss and included as a component of pension expense within general and administrative expenses in our Condensed Consolidated Statements of Income during the three quarters ended September 25, 2019.
(2)
Amounts reclassified from accumulated other comprehensive loss into income represent payments either received from or made to the counterparty for the effective portions of the interest rate swaps. These amounts are included as a component of interest expense, net in our Condensed Consolidated Statements of Income. See Note 10 for additional details.


Note 17.     Commitments and Contingencies

We have guarantees related to certain franchisee loans. Payments under these guarantees would result from the inability of a franchisee to fund required payments when due. Through September 25, 2019, no events had occurred that caused us to make payments under these guarantees. There were $1.3 million and $2.5 million of loans outstanding under these programs as of September 25, 2019 and December 26, 2018, respectively. As of September 25, 2019, the maximum amount payable under the loan guarantees was $0.8 million. As a result of these guarantees, we have recorded liabilities of less than $0.1 million as of both September 25, 2019 and December 26, 2018, which are included as a component of other noncurrent liabilities in our Condensed Consolidated Balance Sheets and other nonoperating expense in our Condensed Consolidated Statements of Income.

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


21



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

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements reflect our best judgment based on factors currently known and are intended to speak only as of the date such statements are made. Forward-looking statements involve risks, uncertainties, and other factors which may cause our actual performance to be materially different from the performance indicated or implied by such statements. You should consider our forward-looking statements in light of the risks discussed under Part I, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K, as well as our consolidated financial statements, related notes, and the other financial information appearing elsewhere in this report and our other filings with the United States Securities and Exchange Commission. While we may elect to update forward-looking statements at some point in the future, we expressly disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Factors Impacting Comparability

Impact of New Leases Standard

Upon adoption of Topic 842, we recorded operating lease liabilities of $101.3 million and ROU assets of $94.1 million related to existing operating leases. In addition, we recorded a cumulative effect adjustment increasing opening deficit by $0.4 million and deferred tax assets by $0.1 million. The lease liabilities were based on the present value of remaining rental payments under current leasing standards for existing operating leases primarily related to real estate leases. Exit cost and straight-line lease liabilities that existed at the adoption date were reclassified against the ROU assets upon adoption. The amount recorded to opening deficit represents the initial impairment of ROU assets, net of the deferred tax impact.

We elected to apply the modified retrospective transition approach as of the effective date as the date of initial application without restating comparative period financial statements (the “effective date method”). Results for reporting periods beginning after December 27, 2018 are presented under Topic 842. Prior period amounts were not adjusted and continue to be reported in accordance with our historical accounting under Topic 840. See Note 2 and Note 3 for information on the implementation of Topic 842 and its impact on our Condensed Consolidated Financial Statements.


22



Statements of Income
 
The following table contains information derived from our Condensed Consolidated Statements of Income expressed as a percentage of total operating revenues, except as noted below. Percentages may not add due to rounding.
 
 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(Dollars in thousands)
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Company restaurant sales
$
63,582

 
51.2
 %
 
$
103,609

 
65.6
 %
 
$
257,574

 
60.2
 %
 
$
307,543

 
65.3
 %
Franchise and license revenue
60,676

 
48.8
 %
 
54,414

 
34.4
 %
 
169,979

 
39.8
 %
 
163,087

 
34.7
 %
Total operating revenue
124,258

 
100.0
 %
 
158,023

 
100.0
 %
 
427,553

 
100.0
 %
 
470,630

 
100.0
 %
Costs of company restaurant sales, excluding depreciation and amortization (a):
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
Product costs
15,603

 
24.5
 %
 
25,303

 
24.4
 %
 
62,871

 
24.4
 %
 
75,292

 
24.5
 %
Payroll and benefits
23,777

 
37.4
 %
 
41,041

 
39.6
 %
 
100,475

 
39.0
 %
 
123,332

 
40.1
 %
Occupancy
4,301

 
6.8
 %
 
6,083

 
5.9
 %
 
15,583

 
6.0
 %
 
17,165

 
5.6
 %
Other operating expenses
10,625

 
16.7
 %
 
15,419

 
14.9
 %
 
39,320

 
15.3
 %
 
45,490

 
14.8
 %
Total costs of company restaurant sales
54,306

 
85.4
 %
 
87,846

 
84.8
 %
 
218,249

 
84.7
 %
 
261,279

 
85.0
 %
Costs of franchise and license revenue, excluding depreciation and amortization (a)
31,136

 
51.3
 %
 
28,174

 
51.8
 %
 
87,065

 
51.2
 %
 
85,779

 
52.6
 %
General and administrative expenses
16,395

 
13.2
 %
 
15,981

 
10.1
 %
 
53,659

 
12.6
 %
 
48,138

 
10.2
 %
Depreciation and amortization
4,338

 
3.5
 %
 
6,760

 
4.3
 %
 
15,619

 
3.7
 %
 
19,965

 
4.2
 %
Operating (gains), losses and other charges, net
(50,091
)
 
(40.3
)%
 
793

 
0.5
 %
 
(85,459
)
 
(20.0
)%
 
1,615

 
0.3
 %
Total operating costs and expenses, net
56,084

 
45.1
 %
 
139,554

 
88.3
 %
 
289,133

 
67.6
 %
 
416,776

 
88.6
 %
Operating income
68,174

 
54.9
 %
 
18,469

 
11.7
 %
 
138,420

 
32.4
 %
 
53,854

 
11.4
 %
Interest expense, net
4,188

 
3.4
 %
 
5,314

 
3.4
 %
 
14,977

 
3.5
 %
 
15,324

 
3.3
 %
Other nonoperating income, net
(415
)
 
(0.3
)%
 
(460
)
 
(0.3
)%
 
(2,111
)
 
(0.5
)%
 
(877
)
 
(0.2
)%
Income before income taxes
64,401

 
51.8
 %
 
13,615

 
8.6
 %
 
125,554

 
29.4
 %
 
39,407

 
8.4
 %
Provision for income taxes
15,279

 
12.3
 %
 
2,810

 
1.8
 %
 
26,703

 
6.2
 %
 
7,217

 
1.5
 %
Net income
$
49,122

 
39.5
 %
 
$
10,805

 
6.8
 %
 
$
98,851

 
23.1
 %
 
$
32,190

 
6.8
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Data:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Company average unit sales
$
640

 
 

 
$
582

 
 

 
$
1,820

 
 

 
$
1,716

 
 

Franchise average unit sales
$
421

 
 

 
$
409

 
 

 
$
1,242

 
 

 
$
1,207

 
 

Company equivalent units (b)
99

 
 

 
178

 
 

 
141

 
 

 
179

 
 

Franchise equivalent units (b)
1,603

 
 

 
1,536

 
 

 
1,560

 
 

 
1,541

 
 

Company same-store sales increase (decrease) (c)(d)
(0.2
)%
 
 

 
2.1
%
 
 

 
2.1
%
 
 

 
1.7
%
 
 

Domestic franchise same-store sales increase (c)(d)
1.2
 %
 
 

 
0.8
%
 
 

 
2.0
%
 
 

 
0.4
%
 
 

            
(a)
Costs of company restaurant sales percentages are as a percentage of company restaurant sales. Costs of franchise and license revenue percentages are as a percentage of franchise and license revenue. All other percentages are as a percentage of total operating revenue.
(b)
Equivalent units are calculated as the weighted average number of units outstanding during a defined time period.
(c)
Same-store sales include sales from company restaurants or non-consolidated franchised and licensed restaurants that were open the same period in the prior year.
(d)
Prior year amounts have not been restated for 2019 comparable units.


23



Unit Activity
 
 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
Company restaurants, beginning of period
133

 
180

 
173

 
178

Units opened

 
1

 

 
1

Units acquired from franchisees

 

 

 
6

Units sold to franchisees
(56
)
 

 
(96
)
 

Units closed

 

 

 
(4
)
End of period
77

 
181

 
77

 
181

 
 
 
 
 
 
 
 
Franchised and licensed restaurants, beginning of period
1,569

 
1,540

 
1,536

 
1,557

Units opened 
13

 
6

 
21

 
24

Units purchased from Company
56

 

 
96

 

Units acquired by Company

 

 

 
(6
)
Units closed
(9
)
 
(12
)
 
(24
)
 
(41
)
End of period
1,629

 
1,534

 
1,629

 
1,534

Total restaurants, end of period
1,706

 
1,715

 
1,706

 
1,715


Company Restaurant Operations
 
During the quarter ended September 25, 2019, company restaurant sales decreased $40.0 million, or 38.6%, primarily resulting from 79 fewer equivalent company restaurants as compared to the prior year period and a 0.2% decrease in company same-store sales. During the three quarters ended September 25, 2019, company restaurant sales decreased $50.0 million, or 16.2%, primarily resulting from 38 fewer equivalent company restaurants as compared to the prior year period, partially offset by a 2.1% increase in company same-store sales. The decrease in equivalent company restaurants for both periods was the result of our refranchising and development strategy.

Total costs of company restaurant sales as a percentage of company restaurant sales increased to 85.4% for the quarter from 84.8% in the prior year period and decreased to 84.7% year-to-date from 85.0% in the prior year period.

Product costs remained relatively constant at 24.5% for the quarter and 24.4% year-to-date compared to 24.4% and 24.5%, respectively, for the prior year periods as leverage gained from increased pricing offset impacts of commodity increases.

Payroll and benefits were 37.4% for the quarter and 39.0% year-to-date compared to 39.6% and 40.1%, respectively, in the prior year periods. The decrease for the quarter was primarily due to a 1.1 percentage point decrease in labor and a 0.7 percentage point decrease in payroll taxes and fringe benefits resulting from the leveraging benefit of refranchising restaurants. The quarter also benefited from a 0.5 percentage point decrease in incentive compensation. These decreases were partially offset by a 0.2 percentage point increase in workers' compensation costs related to claims development. The quarter ended September 25, 2019 included $0.2 million in favorable workers' compensation experience compared to $0.7 million of favorable experience in the prior year period. The year-to-date decrease was primarily due to a 0.6 percentage point decrease in payroll taxes and fringe benefits and a 0.3 percentage point decrease in labor resulting from the impact of refranchising restaurants and a 0.2 percentage point decrease in workers' compensation costs related to claims development. The three quarters ended September 25, 2019 included $0.7 million in favorable workers' compensation experience, as compared to $0.6 million of favorable experience in the prior year period.

Occupancy costs were 6.8% for the quarter and 6.0% year-to-date compared to 5.9% and 5.6%, respectively, for the prior year periods. The increases for the quarter and year-to-date periods were related to increases in property insurance costs, unfavorable general liability experience and the impact of refranchising restaurants where we own the real estate. Each of the quarters ended September 25, 2019 and September 26, 2018 included $0.4 million in unfavorable general liability experience. The three quarters ended September 25, 2019 included $0.5 million in unfavorable general liability experience compared to $0.3 million of unfavorable experience in the prior year period.


24



Other operating expenses were comprised of the following amounts and percentages of company restaurant sales: 

 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(Dollars in thousands)
Utilities
$
2,438

 
3.8
%
 
$
3,926

 
3.8
%
 
$
8,916

 
3.5
%
 
$
10,690

 
3.5
%
Repairs and maintenance
1,774

 
2.8
%
 
1,870

 
1.8
%
 
5,742

 
2.2
%
 
5,647

 
1.8
%
Marketing
2,411

 
3.8
%
 
3,791

 
3.7
%
 
9,357

 
3.6
%
 
11,267

 
3.7
%
Other direct costs
4,002

 
6.3
%
 
5,832

 
5.6
%
 
15,305

 
5.9
%
 
17,886

 
5.8
%
Other operating expenses
$
10,625

 
16.7
%
 
$
15,419

 
14.9
%
 
$
39,320

 
15.3
%
 
$
45,490

 
14.8
%

Increases in repairs and maintenance as a percentage of company restaurant sales were primarily related to the sale of company restaurants as part of our refranchising and development strategy. The increase in other direct costs as a percentage of sales for the quarter and year-to-date was primarily the result of unfavorable legal settlement costs.

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
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(Dollars in thousands)
Royalties
$
27,830

 
45.9
%
 
$
25,518

 
46.9
%
 
$
79,742

 
46.9
%
 
$
75,875

 
46.5
%
Advertising revenue
20,756

 
34.2
%
 
19,546

 
35.9
%
 
59,582

 
35.1
%
 
58,386

 
35.8
%
Initial and other fees
1,356

 
2.2
%
 
1,415

 
2.6
%
 
4,250

 
2.5
%
 
4,642

 
2.8
%
Occupancy revenue 
10,734

 
17.7
%
 
7,935

 
14.6
%
 
26,405

 
15.5
%
 
24,184

 
14.8
%
Franchise and license revenue 
$
60,676

 
100.0
%
 
$
54,414

 
100.0
%
 
$
169,979

 
100.0
%
 
$
163,087

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advertising costs
$
20,757

 
34.2
%
 
$
19,546

 
35.9
%
 
$
59,583

 
35.1
%
 
$
58,386

 
35.8
%
Occupancy costs 
7,257

 
12.0
%
 
5,585

 
10.3
%
 
$
18,018

 
10.6
%
 
$
17,059

 
10.5
%
Other direct costs 
3,122

 
5.1
%
 
3,043

 
5.6
%
 
9,464

 
5.6
%
 
10,334

 
6.3
%
Costs of franchise and license revenue 
$
31,136

 
51.3
%
 
$
28,174

 
51.8
%
 
$
87,065

 
51.2
%
 
$
85,779

 
52.6
%

Franchise and license revenue increased $6.3 million, or 11.5%, for the quarter and $6.9 million, or 4.2%, year-to-date compared to the prior year periods. Royalties increased $2.3 million, or 9.1%, for the quarter primarily resulting from a 1.2% increase in domestic same-store sales and a 67 equivalent unit increase from the impact of our refranchising and development strategy. Year-to-date royalties increased $3.9 million, or 5.1%, primarily resulting from a 2.0% increase in domestic same-store sales and a 19 equivalent unit increase.

Advertising revenue increased $1.2 million, or 6.2%, for the quarter and increased $1.2 million, or 2.0%, year-to-date compared to the prior year periods resulting from the impact of the increase in same-store sales and the increase in equivalent units, partially offset by changes to certain international restaurants' contribution arrangements. Initial and other fees decreased $0.1 million, or 4.2%, for the quarter and $0.4 million, or 8.4%, year-to-date compared to the prior year periods. The decrease for the quarter and year-to-date was the result of fewer franchise restaurants closed in the current year period resulting in less accelerated revenue recognition. Occupancy revenue increased $2.8 million, or 35.3%, for the quarter and increased $2.2 million, or 9.2%, year-to-date compared to the prior year periods. These increases were primarily the result of additional leases and subleases to franchisees as a result of our refranchising and development strategy.


25



Costs of franchise and license revenue increased $3.0 million, or 10.5%, for the quarter and $1.3 million, or 1.5%, year-to-date compared to the prior year periods. Advertising costs increased $1.2 million, or 6.2%, for the quarter and increased $1.2 million, or 2.1%, year-to-date. Occupancy costs increased $1.7 million, or 29.9%, for the quarter and $1.0 million, or 5.6%, year-to-date. The changes to advertising costs and occupancy costs were a result of the changes in the related revenues noted above. Other direct costs increased $0.1 million, or 2.6%, for the quarter and decreased $0.9 million, or 8.4%, year-to-date. The year-to-date decrease resulted primarily from decreases in franchise administration costs. As a result, costs of franchise and license revenue as a percentage of franchise and license revenue decreased to 51.3% and 51.2% for the quarter and three quarters ended September 25, 2019 from 51.8% and 52.6% for the prior year periods.

Other Operating Costs and Expenses

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

General and administrative expenses consisted of the following:

 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(In thousands)
Corporate administrative expenses
$
12,091

 
$
12,779

 
$
37,396

 
$
39,252

Share-based compensation
2,176

 
1,100

 
7,142

 
3,661

Incentive compensation
1,872

 
1,645

 
7,329

 
4,738

Deferred compensation valuation adjustments
256

 
457

 
1,792

 
487

Total general and administrative expenses
$
16,395

 
$
15,981

 
$
53,659

 
$
48,138


Corporate administrative expenses decreased by $0.7 million for the quarter and $1.9 million year-to-date primarily due to the rationalization of certain business costs in connection with our refranchising and development strategy. Share-based compensation increased $1.1 million for the quarter and $3.5 million year-to-date. Incentive compensation increased $0.2 million for the quarter and $2.6 million year-to-date. The increases in share-based compensation and incentive compensation primarily resulted from our performance against plan metrics. Changes in deferred compensation valuation adjustments have offsetting gains or losses on the underlying nonqualified deferred plan investments included as a component of other non-operating income, net.
 
Depreciation and amortization consisted of the following:

 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(In thousands)
Depreciation of property and equipment
$
2,865

 
$
4,717

 
$
10,415

 
$
13,788

Amortization of financing lease ROU assets
592

 
1,003

 
2,473

 
3,092

Amortization of intangible and other assets
881

 
1,040

 
2,731

 
3,085

Total depreciation and amortization expense
$
4,338

 
$
6,760

 
$
15,619

 
$
19,965


The decreases in depreciation and amortization expense during the current year were primarily related to refranchising restaurants and reclassifying certain restaurants to assets held for sale as part of our refranchising and development strategy.
 

26



Operating (gains), losses and other charges, net consisted of the following:

 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(In thousands)
Gains on sales of assets and other, net
$
(51,183
)
 
$
(695
)
 
$
(87,497
)
 
$
(759
)
Restructuring charges and exit costs
1,092

 
48

 
2,038

 
816

Impairment charges

 
1,440

 

 
1,558

Operating (gains), losses and other charges, net
$
(50,091
)
 
$
793

 
$
(85,459
)
 
$
1,615


Gains on sales of assets and other, net for the current year periods were primarily comprised of $50.4 million related to the sales of company restaurants and $1.3 million related to the sale of real estate for the quarter and $76.8 million related to the sales of company restaurants and $11.9 million related to the sale of real estate year-to-date. These sales were part of our refranchising and development strategy.

Restructuring charges and exit costs consisted of the following:
 
 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(In thousands)
Exit costs
$
20

 
$
48

 
$
194

 
$
347

Severance and other restructuring charges
1,072

 

 
1,844

 
469

Total restructuring and exit costs
$
1,092

 
$
48

 
$
2,038

 
$
816


The increase in severance and other restructuring charges in the current year periods are the result of cost reduction efforts as we move to a more heavily franchised company.

Impairment charges for the quarter and three quarters end September 26, 2018 primarily resulted from the impairment of an underperforming unit.

Operating income was $68.2 million for the quarter and $138.4 million year-to-date compared to $18.5 million and $53.9 million, respectively, for the prior year periods.

Interest expense, net consisted of the following:
 
 
Quarter Ended
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
September 25, 2019
 
September 26, 2018
 
(In thousands)
Interest on credit facilities
$
2,698

 
$
3,045

 
$
9,633

 
$
8,656

Interest on interest rate swaps, net
78

 
155

 
40

 
241

Interest on financing lease liabilities
906

 
1,542

 
3,740

 
4,716

Letters of credit and other fees
327

 
322

 
951

 
980

Interest income
(60
)
 
(47
)
 
(145
)
 
(125
)
Total cash interest
3,949

 
5,017

 
14,219

 
14,468

Amortization of deferred financing costs
152

 
152

 
456

 
455

Interest accretion on other liabilities
87

 
145

 
302

 
401

Total interest expense, net
$
4,188

 
$
5,314

 
$
14,977

 
$
15,324

    
Interest expense, net decreased by $1.1 million for the quarter primarily as a result of lower credit facility and financing lease balances. Interest expense, net decreased by $0.3 million for the year-to-date period as a result of lower financing lease balances, offset by higher interest rates on our credit facility.

27




Other nonoperating income, net was $0.4 million for the quarter and $2.1 million year-to-date, compared to $0.5 million and $0.9 million, respectively, for the prior year periods. Nonoperating income primarily resulted from gains on deferred compensation plan investments.

Provision for income taxes was $15.3 million for the quarter and $26.7 million year-to-date, compared to $2.8 million and $7.2 million for the prior year periods. The effective tax rate was 23.7% for the quarter and 21.3% year-to-date, compared to 20.6% and 18.3% for the prior year periods. The 2019 quarterly and year-to-date rates included the impact of excess tax benefits relating to share-based compensation of 1.0% and 1.8%, respectively. The 2018 periods included the impact of excess tax benefits relating to share-based compensation of 0.5% and 3.4%, respectively. In addition, during the second quarter of 2019, we completed an Internal Revenue Service federal income tax audit of the 2016 tax year. Upon completion of this audit, revaluations of certain tax positions were performed and as a result, we have recognized a net benefit 1.6% for the 2019 year-to-date period. We expect the 2019 fiscal year effective tax rate to be between 20% and 23%. 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 $49.1 million for the quarter and $98.9 million year-to-date compared with $10.8 million and $32.2 million for the prior year periods.

Liquidity and Capital Resources

Our primary sources of liquidity and capital resources are cash generated from operations, borrowings under our credit facility (as described below) and proceeds from the sales of company restaurants as part of our refranchising and development strategy. 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:
 
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
(In thousands)
Net cash provided by operating activities
$
32,026

 
$
46,259

Net cash provided by (used in) investing activities
95,635

 
(28,497
)
Net cash used in financing activities
(130,667
)
 
(20,874
)
Decrease in cash and cash equivalents
$
(3,006
)
 
$
(3,112
)
  
Net cash flows provided by operating activities were $32.0 million for the three quarters ended September 25, 2019 compared to $46.3 million for the three quarters ended September 26, 2018. The decrease in cash flows provided by operating activities was primarily due to the timing of prepaid expense payments during the three quarters ended September 25, 2019 and the runoff of working capital deficit following the sales of company restaurants. We believe that our estimated cash flows from operations for 2019, combined with our capacity for additional borrowings under our credit facility, will enable us to meet our anticipated cash requirements and fund capital expenditures over the next 12 months.
 
Net cash flows provided by investing activities were $95.6 million for the three quarters ended September 25, 2019. These cash flows were primarily comprised of proceeds from sales of restaurants and real estate of $118.4 million and the collections of notes receivable of $3.0 million, partially offset by capital expenditures of $12.6 million, acquisitions of real estate of $9.5 million, deposits on the acquisition of real estate of $1.5 million, and investment purchases of $1.3 million. Net cash flows used in investing activities were $28.5 million for the three quarters ended September 26, 2018. These cash flows were primarily comprised of capital expenditures of $17.3 million and acquisitions of restaurants and real estate of $10.4 million.


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Our principal capital requirements have been largely associated with the following:
  
 
Three Quarters Ended
 
September 25, 2019
 
September 26, 2018
 
(In thousands)
Facilities
$
8,285

 
$
7,440

New construction 
1,999

 
2,238

Remodeling
1,104

 
3,608

Information technology
941

 
1,321

Other
317

 
2,687

Capital expenditures (excluding acquisitions)
$
12,646

 
$
17,294

 
Capital expenditures and acquisitions for fiscal 2019 are expected to be between approximately $38 million and $43 million, including between $23 million and $28 million of real estate acquisitions through like-kind exchanges.
 
Cash flows used in financing activities were $130.7 million for the three quarters ended September 25, 2019, which included cash payments for stock repurchases of $50.6 million and net long-term debt repayments of $75.5 million. Cash flows used in financing activities were $20.9 million for the three quarters ended September 26, 2018, which included cash payments for stock repurchases of $37.1 million, partially offset by net long-term debt borrowings of $16.6 million.

Our working capital deficit was $48.8 million at September 25, 2019 compared to $47.1 million at December 26, 2018. The increase in working capital deficit was primarily related to the the adoption of Topic 842, which resulted in the recognition of $16.7 million in current operating lease liabilities as of September 25, 2019, partially offset by the runoff of working capital deficit following the sales of company restaurants and the timing of receivable collections. We are able to operate with a substantial working capital deficit because (1) restaurant operations and most food service operations are conducted primarily on a cash (and cash equivalent) basis with a low level of accounts receivable, (2) rapid turnover allows a limited investment in inventories, and (3) accounts payable for food, beverages and supplies usually become due after the receipt of cash from the related sales.

Credit Facility

As of September 25, 2019, we had outstanding revolver loans of $213.0 million and outstanding letters of credit under the senior secured revolver of $20.6 million. These balances resulted in availability of $166.4 million under the credit facility. The credit facility includes an accordion feature that would allow us to increase the size of the revolver to $450 million. Prior to considering the impact of our interest rate swaps, described below, the weighted-average interest rate on outstanding revolver loans was 4.18% as of September 25, 2019. Taking into consideration our interest rate swaps, the weighted-average interest rate of outstanding revolver loans was 4.44% as of September 25, 2019.

A commitment fee, which is based on our consolidated leverage ratio, is paid on the unused portion of the credit facility and was 0.30% as of September 25, 2019. Borrowings under the credit facility bear a tiered interest rate, which is based on our consolidated leverage ratio and was set at LIBOR plus 2.00% basis points as of September 25, 2019. The maturity date for the credit facility is October 26, 2022.

The credit facility is available for working capital, capital expenditures and other general corporate purposes. The credit facility is guaranteed by Denny's and its material subsidiaries and is secured by assets of Denny's and its subsidiaries, including the stock of its subsidiaries (other than our insurance captive subsidiary). It includes negative covenants that are usual for facilities and transactions of this type. The credit facility also includes certain financial covenants with respect to a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. We were in compliance with all financial covenants as of September 25, 2019.

Interest Rate Hedges

We have interest rate swaps to hedge a portion of the forecasted cash flows of our floating rate debt. We designated the interest rate swaps as cash flow hedges of our exposure to variability in future cash flows attributable to payments of variable interest due on forecasted notional debt obligations. As of September 25, 2019, the fair value of the interest rate swaps was a liability of $55.8 million, which is recorded as a component of other noncurrent liabilities in our Condensed Consolidated Balance Sheets.

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Implementation of New Accounting Standards

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

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

With the exception of changes in the fair value of our interest rate swaps, 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 Notes 9, 10 and 16 to our unaudited condensed 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management conducted an evaluation (under the supervision and with the participation of our President and Chief Executive Officer, John C. Miller, and our Executive Vice President, Chief Administrative Officer and Chief Financial Officer, F. Mark Wolfinger) as of the end of the period covered by this Quarterly Report on Form 10-Q, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, Messrs. Miller and Wolfinger each concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to our management, including Messrs. Miller and Wolfinger, as appropriate to allow timely decisions regarding required disclosure. 

During the first quarter of 2019, we implemented new controls in connection with our adoption of the Accounting Standards Updates related to Topic 842, Leases. These new controls resulted in changes to the leasing process and related procedures for internal control over financial reporting. We assessed the control design during implementation and are in the process of conducting post-implementation monitoring and testing to ensure the effectiveness of internal control over financial reporting. There were no other 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 the quarter ended September 25, 2019 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 17 to our unaudited condensed 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 26, 2018.


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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 September 25, 2019
 
Period
 
Total Number of Shares Purchased
 
 Average Price Paid Per Share (1)
 
Total Number of Shares Purchased as Part of Publicly Announced Programs (2)
 
Approximate Dollar Value of Shares that May Yet be Purchased Under the Programs (2)
 
(In thousands, except per share amounts)
June 27, 2019 - July 24, 2019
380

 
$
21.29

 
380

 
$
82,302

July 25, 2019 - August 21, 2019
120

 
22.16

 
120

 
$
79,641

August 22, 2019 - September 25, 2019
89

 
22.85

 
89

 
$
77,591

Total
589

 
$
21.70

 
589

 
 

(1)
Average price paid per share excludes commissions.
(2)
On October 27, 2017, we announced that our Board of Directors approved a new share repurchase program, authorizing us to repurchase up to an additional $200 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 September 25, 2019, we purchased 0.6 million shares of our common stock for an aggregate consideration of approximately $12.8 million pursuant to the share repurchase program.

Item 6.     Exhibits
 
The following are included as exhibits to this report: 
Exhibit No.
 
Description 
 
 
 
 
 
 
 
 
 
 
 
 
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:
October 29, 2019
By:    
/s/ F. Mark Wolfinger
 
 
 
 
F. Mark Wolfinger
 
 
 
 
Executive Vice President,
Chief Administrative Officer and
Chief Financial Officer
 
 
 
 
 
 
Date:
October 29, 2019
By:    
/s/ Jay C. Gilmore
 
 
 
 
Jay C. Gilmore
 
 
 
 
Vice President,
Chief Accounting Officer and
Corporate Controller
 

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