Delaware
|
13-3487402
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. employer identification number)
|
203 East Main Street, Spartanburg, South Carolina
|
29319-9966
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
$.01 Par Value, Common Stock
|
The Nasdaq Stock Market
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
demographics;
|
•
|
traffic patterns;
|
•
|
visibility;
|
•
|
building constraints;
|
•
|
competition;
|
•
|
environmental restrictions; and
|
•
|
proximity to high-traffic consumer activities.
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
Company restaurants, beginning of period
|
163
|
|
|
164
|
|
|
206
|
|
|
232
|
|
|
233
|
|
Units opened
|
1
|
|
|
—
|
|
|
1
|
|
|
8
|
|
|
24
|
|
Units acquired from franchisees
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Units sold to franchisees
|
—
|
|
|
(2
|
)
|
|
(36
|
)
|
|
(30
|
)
|
|
(24
|
)
|
Units closed
|
(3
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
(4
|
)
|
|
(1
|
)
|
End of period
|
161
|
|
|
163
|
|
|
164
|
|
|
206
|
|
|
232
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Franchised and licensed restaurants, beginning of period
|
1,537
|
|
|
1,524
|
|
|
1,479
|
|
|
1,426
|
|
|
1,318
|
|
Units opened
|
37
|
|
|
46
|
|
|
39
|
|
|
53
|
|
|
112
|
|
Units purchased from Company
|
—
|
|
|
2
|
|
|
36
|
|
|
30
|
|
|
24
|
|
Units acquired by Company
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Units closed
|
(33
|
)
|
|
(33
|
)
|
|
(29
|
)
|
|
(30
|
)
|
|
(28
|
)
|
End of period
|
1,541
|
|
|
1,537
|
|
|
1,524
|
|
|
1,479
|
|
|
1,426
|
|
Total restaurants, end of period
|
1,702
|
|
|
1,700
|
|
|
1,688
|
|
|
1,685
|
|
|
1,658
|
|
|
Franchisees
|
|
Percentage of Franchisees
|
|
Restaurants
|
|
Percentage of Restaurants
|
||||
One
|
89
|
|
|
33.2
|
%
|
|
89
|
|
|
5.8
|
%
|
Two to five
|
114
|
|
|
42.6
|
%
|
|
341
|
|
|
22.1
|
%
|
Six to ten
|
29
|
|
|
10.8
|
%
|
|
223
|
|
|
14.5
|
%
|
Eleven to fifteen
|
10
|
|
|
3.7
|
%
|
|
123
|
|
|
8.0
|
%
|
Sixteen to thirty
|
18
|
|
|
6.7
|
%
|
|
370
|
|
|
24.0
|
%
|
Thirty-one and over
|
8
|
|
|
3.0
|
%
|
|
395
|
|
|
25.6
|
%
|
Total
|
268
|
|
|
100.0
|
%
|
|
1,541
|
|
|
100.0
|
%
|
Name
|
|
Age
|
|
Positions
|
Christopher D. Bode
|
|
52
|
|
Senior Vice President, Chief Operating Officer
|
|
|
|
|
|
John W. Dillon
|
|
43
|
|
Senior Vice President, Chief Marketing Officer
|
|
|
|
|
|
Stephen C. Dunn
|
|
50
|
|
Senior Vice President, Global Development
|
|
|
|
|
|
Timothy E. Flemming
|
|
54
|
|
Senior Vice President, General Counsel and Chief Legal Officer
|
|
|
|
|
|
John C. Miller
|
|
59
|
|
Chief Executive Officer and President
|
|
|
|
|
|
Jill A. Van Pelt
|
|
46
|
|
Senior Vice President, Chief People Officer
|
|
|
|
|
|
F. Mark Wolfinger
|
|
59
|
|
Executive Vice President, Chief Administrative Officer and Chief Financial Officer
|
•
|
prevailing economic conditions;
|
•
|
energy costs, especially gasoline prices;
|
•
|
levels of employment;
|
•
|
salaries and wage rates;
|
•
|
consumer confidence; and
|
•
|
consumer perception of economic conditions.
|
•
|
consumer tastes, including nutritional concerns;
|
•
|
consumer spending habits;
|
•
|
global, national, regional and local economic conditions; and
|
•
|
demographic trends.
|
•
|
traffic patterns;
|
•
|
demographic considerations; and
|
•
|
the type, number and location of competing restaurants.
|
•
|
inflation;
|
•
|
increased food costs;
|
•
|
increased energy costs;
|
•
|
labor and employee benefits costs (including increases in minimum hourly wage, employment tax rates, health care costs and workers’ compensation costs);
|
•
|
regional weather conditions; and
|
•
|
the availability of experienced management and hourly employees.
|
•
|
costs and availability of capital for the company and/or franchisees;
|
•
|
competition for restaurant sites;
|
•
|
inability to identify suitable franchisees;
|
•
|
negotiation of favorable purchase or lease terms for restaurant sites;
|
•
|
inability to obtain all required governmental approvals and permits;
|
•
|
delays in completion of construction;
|
•
|
challenge of identifying, recruiting and training qualified restaurant managers;
|
•
|
developed restaurants not achieving the expected revenue or cash flow;
|
•
|
challenges specific to the growth of international operations and nontraditional restaurants that are different from traditional domestic development; and
|
•
|
general economic conditions.
|
•
|
restaurant location;
|
•
|
advantageous commercial real estate suitable for restaurants;
|
•
|
number and location of competing restaurants;
|
•
|
attractiveness and repair and maintenance of facilities;
|
•
|
food quality, new product development and value;
|
•
|
dietary trends, including nutritional content;
|
•
|
training, courtesy and hospitality standards;
|
•
|
ability to attract and retain high quality staff;
|
•
|
quality and speed of service; and
|
•
|
the effectiveness of marketing and advertising programs.
|
•
|
preparation, labeling, advertising and sale of food;
|
•
|
sanitation and safety;
|
•
|
land use, sign restrictions and environmental matters;
|
•
|
employee health care requirements, including the implementation and uncertain legal, regulatory and cost implications of the health care reform law;
|
•
|
payment card regulation and related industry rules;
|
•
|
the sale of alcoholic beverages;
|
•
|
hiring and employment practices, including minimum wage and tip credit laws and fair labor standards; and
|
•
|
Americans with Disabilities Act.
|
•
|
incur additional indebtedness;
|
•
|
pay dividends, repurchase shares of our Common Stock or make distributions or certain other restricted payments;
|
•
|
make certain investments;
|
•
|
create dividend or other payment restrictions affecting restricted subsidiaries;
|
•
|
issue or sell capital stock of restricted subsidiaries;
|
•
|
guarantee indebtedness;
|
•
|
enter into transactions with stockholders or affiliates;
|
•
|
create liens;
|
•
|
sell assets and use the proceeds thereof;
|
•
|
engage in sale-leaseback transactions; and
|
•
|
enter into certain mergers and consolidations.
|
|
|
2014
|
|
2013
|
||||||||||||||
State/Country
|
|
Company
|
|
Franchised / Licensed
|
|
Total
|
|
Company
|
|
Franchised / Licensed
|
|
Total
|
||||||
Alabama
|
|
2
|
|
|
5
|
|
|
7
|
|
|
2
|
|
|
5
|
|
|
7
|
|
Alaska
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
Arizona
|
|
8
|
|
|
68
|
|
|
76
|
|
|
8
|
|
|
72
|
|
|
80
|
|
Arkansas
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
9
|
|
California
|
|
58
|
|
|
343
|
|
|
401
|
|
|
59
|
|
|
350
|
|
|
409
|
|
Colorado
|
|
—
|
|
|
29
|
|
|
29
|
|
|
—
|
|
|
30
|
|
|
30
|
|
Connecticut
|
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
10
|
|
|
10
|
|
Delaware
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
District of Columbia
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
2
|
|
Florida
|
|
18
|
|
|
125
|
|
|
143
|
|
|
18
|
|
|
130
|
|
|
148
|
|
Georgia
|
|
1
|
|
|
17
|
|
|
18
|
|
|
1
|
|
|
17
|
|
|
18
|
|
Hawaii
|
|
2
|
|
|
5
|
|
|
7
|
|
|
3
|
|
|
5
|
|
|
8
|
|
Idaho
|
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
10
|
|
|
10
|
|
Illinois
|
|
7
|
|
|
48
|
|
|
55
|
|
|
7
|
|
|
48
|
|
|
55
|
|
Indiana
|
|
—
|
|
|
37
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|
37
|
|
Iowa
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
3
|
|
Kansas
|
|
—
|
|
|
8
|
|
|
8
|
|
|
—
|
|
|
9
|
|
|
9
|
|
Kentucky
|
|
2
|
|
|
15
|
|
|
17
|
|
|
2
|
|
|
15
|
|
|
17
|
|
Louisiana
|
|
1
|
|
|
3
|
|
|
4
|
|
|
1
|
|
|
3
|
|
|
4
|
|
Maine
|
|
—
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|
7
|
|
Maryland
|
|
3
|
|
|
22
|
|
|
25
|
|
|
3
|
|
|
19
|
|
|
22
|
|
Massachusetts
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
6
|
|
Michigan
|
|
4
|
|
|
18
|
|
|
22
|
|
|
4
|
|
|
17
|
|
|
21
|
|
Minnesota
|
|
—
|
|
|
14
|
|
|
14
|
|
|
—
|
|
|
13
|
|
|
13
|
|
Mississippi
|
|
1
|
|
|
3
|
|
|
4
|
|
|
1
|
|
|
2
|
|
|
3
|
|
Missouri
|
|
4
|
|
|
36
|
|
|
40
|
|
|
4
|
|
|
35
|
|
|
39
|
|
Montana
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
Nebraska
|
|
—
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
5
|
|
Nevada
|
|
6
|
|
|
28
|
|
|
34
|
|
|
6
|
|
|
28
|
|
|
34
|
|
New Hampshire
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
New Jersey
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
9
|
|
New Mexico
|
|
—
|
|
|
28
|
|
|
28
|
|
|
—
|
|
|
27
|
|
|
27
|
|
New York
|
|
1
|
|
|
54
|
|
|
55
|
|
|
1
|
|
|
50
|
|
|
51
|
|
North Carolina
|
|
—
|
|
|
27
|
|
|
27
|
|
|
—
|
|
|
25
|
|
|
25
|
|
North Dakota
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
Ohio
|
|
4
|
|
|
38
|
|
|
42
|
|
|
4
|
|
|
37
|
|
|
41
|
|
Oklahoma
|
|
—
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
15
|
|
Oregon
|
|
—
|
|
|
25
|
|
|
25
|
|
|
—
|
|
|
24
|
|
|
24
|
|
Pennsylvania
|
|
11
|
|
|
29
|
|
|
40
|
|
|
11
|
|
|
28
|
|
|
39
|
|
Rhode Island
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
3
|
|
|
3
|
|
South Carolina
|
|
—
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|
16
|
|
South Dakota
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
Tennessee
|
|
2
|
|
|
6
|
|
|
8
|
|
|
2
|
|
|
5
|
|
|
7
|
|
Texas
|
|
17
|
|
|
173
|
|
|
190
|
|
|
17
|
|
|
174
|
|
|
191
|
|
Utah
|
|
—
|
|
|
25
|
|
|
25
|
|
|
—
|
|
|
24
|
|
|
24
|
|
Vermont
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
2
|
|
Virginia
|
|
9
|
|
|
19
|
|
|
28
|
|
|
9
|
|
|
19
|
|
|
28
|
|
Washington
|
|
—
|
|
|
44
|
|
|
44
|
|
|
—
|
|
|
45
|
|
|
45
|
|
West Virginia
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
2
|
|
Wisconsin
|
|
—
|
|
|
21
|
|
|
21
|
|
|
—
|
|
|
23
|
|
|
23
|
|
Wyoming
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
Canada
|
|
—
|
|
|
68
|
|
|
68
|
|
|
—
|
|
|
64
|
|
|
64
|
|
Chile
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Costa Rica
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
Curacao N.V.
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Dominican Republic
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
1
|
|
El Salvador
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Guam
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
2
|
|
Honduras
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
Mexico
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
6
|
|
New Zealand
|
|
—
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|
7
|
|
Puerto Rico
|
|
—
|
|
|
12
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|
12
|
|
Total
|
|
161
|
|
|
1,541
|
|
|
1,702
|
|
|
163
|
|
|
1,537
|
|
|
1,700
|
|
|
Company Restaurants
|
|
Franchised Restaurants
|
|
Total
|
|||
Owned properties
|
35
|
|
|
56
|
|
|
91
|
|
Leased properties
|
126
|
|
|
294
|
|
|
420
|
|
|
161
|
|
|
350
|
|
|
511
|
|
|
|
High
|
|
Low
|
||||
2014
|
|
|
|
|
||||
First quarter
|
|
$
|
7.49
|
|
|
$
|
6.27
|
|
Second quarter
|
|
6.93
|
|
|
6.13
|
|
||
Third quarter
|
|
7.28
|
|
|
6.18
|
|
||
Fourth quarter
|
|
10.73
|
|
|
6.92
|
|
||
2013
|
|
|
|
|
||||
First quarter
|
|
$
|
5.86
|
|
|
$
|
4.68
|
|
Second quarter
|
|
6.24
|
|
|
5.27
|
|
||
Third quarter
|
|
6.37
|
|
|
5.41
|
|
||
Fourth quarter
|
|
7.51
|
|
|
6.01
|
|
•
|
not to exceed $40.0 million if the Consolidated Leverage Ratio (as defined in the Credit Agreement) is 2.0x or greater and unlimited if the Consolidated Leverage Ratio is below 2.0x, provided that, in each case, at least $20.0 million of availability is maintained under the revolving credit facility after such payment; and
|
•
|
an additional annual aggregate amount equal to $0.05 times the number of outstanding shares of Common Stock, as of March 27, 2013, plus each additional share of our Common Stock that is issued after such date.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share (1)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Programs (2)
|
|
Maximum Number of Shares that May Yet be Purchased Under the Program (2)
|
|||||
|
|
(In thousands, except per share amounts)
|
|
|
|||||||||
September 25, 2014 – October 22, 2014
|
|
113
|
|
|
$
|
7.31
|
|
|
113
|
|
|
4,234
|
|
October 23, 2014 – November 19, 2014
|
|
175
|
|
|
8.76
|
|
|
175
|
|
|
4,059
|
|
|
November 20, 2014 – December 31, 2014
|
|
170
|
|
|
9.79
|
|
|
170
|
|
|
3,889
|
|
|
Total
|
|
458
|
|
|
$
|
8.79
|
|
|
458
|
|
|
|
(1)
|
Average price paid per share excludes commissions.
|
(2)
|
On April 25, 2013, we announced that our Board of Directors had approved a new share repurchase program, authorizing us to repurchase up to an additional 10 million shares of our Common Stock (in addition to a previous 6 million share authorization completed in the third quarter of 2013). Such repurchases may take place from time to time on the open market (including in pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934) or in privately negotiated transactions, subject to market and business conditions. During the quarter ended
December 31, 2014
, we purchased
457,600
shares of Common Stock for an aggregate consideration of approximately
$4.0 million
, pursuant to the share repurchase program.
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
|
|
Weighted average exercise price of outstanding options, warrants and rights (2)
|
|
Number of securities remaining available for future issuance under equity compensation plans
|
|
|
||||
Equity compensation plans approved by security holders
|
|
3,794,151
|
|
|
(1)
|
|
$
|
3.17
|
|
|
3,028,426
|
|
|
(3)
|
Equity compensation plans not approved by security holders
|
|
200,000
|
|
|
(4)
|
|
3.89
|
|
|
827,589
|
|
|
(5)
|
|
Total
|
|
3,994,151
|
|
|
|
|
$
|
3.26
|
|
|
3,856,015
|
|
|
|
(1)
|
Includes shares issuable in connection with our outstanding stock options, performance share awards and restricted stock units awards.
|
(2)
|
Includes the weighted-average exercise price of stock options only.
|
(3)
|
Includes shares of Common Stock available for issuance as awards of stock options, restricted stock, restricted stock units, deferred stock units and performance awards under the 2012 Omnibus Plan.
|
(4)
|
Includes shares of Common Stock issuable pursuant to the grant or exercise of employment inducement awards of stock options and restricted stock units granted outside of the Denny's Incentive Plans in accordance with NASDAQ Listing Rule 5635(c)(4).
|
(5)
|
Includes shares of Common Stock available for issuance as awards of stock options and restricted stock units outside of the Denny's Incentive Plans in accordance with NASDAQ Listing Rule 5635(c)(4).
|
|
Russell 2000®
Index (1)
|
|
Peer Group (2)
|
|
Denny's Corporation
|
||||||
December 30, 2009
|
$
|
100.00
|
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
December 29, 2010
|
$
|
126.30
|
|
|
$
|
153.09
|
|
|
$
|
158.82
|
|
December 28, 2011
|
$
|
119.09
|
|
|
$
|
190.28
|
|
|
$
|
172.85
|
|
December 26, 2012
|
$
|
137.84
|
|
|
$
|
207.46
|
|
|
$
|
217.65
|
|
December 25, 2013
|
$
|
193.44
|
|
|
$
|
334.40
|
|
|
$
|
334.84
|
|
December 31, 2014
|
$
|
203.33
|
|
|
$
|
401.61
|
|
|
$
|
466.52
|
|
(1)
|
The Russell 2000 Index is a broad equity market index of 2,000 companies that measures the performance of the small-cap segment of the U.S. equity universe. As of
December 31, 2014
, the weighted average market capitalization of companies within the index was approximately $1.9 billion with the median market capitalization being approximately $0.7 billion.
|
(2)
|
The peer group consists of 20 public companies that operate in the restaurant industry. The peer group includes the following companies: Einstein Noah Restaurant Group, Inc. (BAGL) (through its last public trading day of November 4, 2014), BJ's Restaurants, Inc. (BJRI), Bob Evans Farms, Inc. (BOBE), Buffalo Wild Wings, Inc. (BWLD), The Cheesecake Factory Incorporated (CAKE), Cracker Barrel Old Country Store, Inc. (CBRL), Chipotle Mexican Grill, Inc. (CMG), DineEquity, Inc. (DIN), Dunkin' Brands Group, Inc. (DNKN), Domino’s Pizza, Inc. (DPZ), Brinker International, Inc. (EAT), Jack In The Box Inc. (JACK), Krispy Kreme Doughnuts, Inc. (KKD), Panera Bread Company (PNRA), Papa John’s International, Inc. (PZZA), Red Robin Gourmet Burgers, Inc. (RRGB), Ruby Tuesday, Inc. (RT), Sonic Corp. (SONC), Texas Roadhouse, Inc. (TXRH) and The Wendy’s Company (WEN).
|
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
|
December 31, 2014 (a)
|
|
December 25, 2013
|
|
December 26, 2012
|
|
December 28, 2011 (b)
|
|
December 29, 2010
|
||||||||||
|
|
(In millions, except ratios and per share amounts)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenue
|
|
$
|
472.3
|
|
|
$
|
462.6
|
|
|
$
|
488.4
|
|
|
$
|
538.5
|
|
|
$
|
548.5
|
|
Operating income
|
|
$
|
57.3
|
|
|
$
|
47.5
|
|
|
$
|
56.4
|
|
|
$
|
51.0
|
|
|
$
|
55.2
|
|
Income from continuing operations
|
|
$
|
32.7
|
|
|
$
|
24.6
|
|
|
$
|
22.3
|
|
|
$
|
112.3
|
|
|
$
|
22.7
|
|
Basic net income per share:
|
|
$
|
0.38
|
|
|
$
|
0.27
|
|
|
$
|
0.23
|
|
|
$
|
1.15
|
|
|
$
|
0.23
|
|
Diluted net income per share:
|
|
$
|
0.37
|
|
|
$
|
0.26
|
|
|
$
|
0.23
|
|
|
$
|
1.13
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends per common share (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (at end of period):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
$
|
56.1
|
|
|
$
|
53.8
|
|
|
$
|
64.6
|
|
|
$
|
61.3
|
|
|
$
|
62.5
|
|
Working capital deficit (d)
|
|
$
|
(24.3
|
)
|
|
$
|
(20.3
|
)
|
|
$
|
(27.2
|
)
|
|
$
|
(25.9
|
)
|
|
$
|
(27.8
|
)
|
Net property and equipment
|
|
$
|
109.8
|
|
|
$
|
105.6
|
|
|
$
|
107.0
|
|
|
$
|
112.8
|
|
|
$
|
129.5
|
|
Total assets
|
|
$
|
289.9
|
|
|
$
|
295.8
|
|
|
$
|
324.9
|
|
|
$
|
350.5
|
|
|
$
|
311.2
|
|
Long-term debt and capital lease obligations, excluding current portion
|
|
$
|
151.1
|
|
|
$
|
165.9
|
|
|
$
|
177.5
|
|
|
$
|
211.3
|
|
|
$
|
253.1
|
|
(a)
|
The fiscal year ended December 31, 2014 includes 53 weeks of operations as compared with 52 weeks for all other years presented. We estimate that the additional operating week added approximately $10.7 million of operating revenue in 2014.
|
(b)
|
During 2011, we concluded that it was more likely than not that certain of our deferred tax assets would be utilized. As a result, we released the majority of our valuation allowance, recognizing a tax benefit of $89.1 million.
|
(c)
|
Prior to the 2010 refinancing of our credit facility and repurchase and redemption of our public debt securities, distributions and dividends on Denny’s Corporation’s common equity securities were prohibited. Our current credit facility allows for the payment of cash dividends and/or the purchase of Common Stock subject to certain limitations. See Part II Item 5.
|
(d)
|
A negative working capital position is not unusual for a restaurant operating company.
|
•
|
Company restaurant sales have decreased from
$353.7 million
in
2012
to
$334.7 million
in
2014
, primarily as a result of the sale of restaurants to franchisees in 2012.
|
•
|
The decline in company restaurant revenues is partially offset by increased royalty income derived from the growth in the franchised restaurant base resulting from both traditional development and the sale of restaurants to franchisees. As a result, royalty income, which is included as a component of franchise and license revenue, has increased from
$83.8 million
in
2012
to
$90.8 million
in
2014
.
|
•
|
The resulting net reduction in total revenue related to the sale of restaurants is generally recovered by the benefits of a lower cost structure related to franchise and license revenues.
|
•
|
Initial franchise fees, included as a component of franchise and license revenue, are generally recognized in the period in which a restaurant is sold to a franchisee or when a new restaurant is opened. These initial fees are completely dependent on the number of restaurants sold to or opened by franchisees during a particular period and, as a result, can cause fluctuations in our total franchise and license revenue from year to year.
|
•
|
Occupancy revenues, also included as a component of franchise and license revenue, result from leasing or subleasing restaurants to franchisees. When restaurants are sold and leased or subleased to franchisees, the occupancy costs related to these restaurants move from costs of company restaurant sales to costs of franchise and license revenue to match the related occupancy revenue. As leases or subleases with franchisees end over time, franchise occupancy revenue and costs could decrease if franchisees enter into direct leases with landlords. At the end of 2014, we had 350 franchise restaurants that are leased or subleased from Denny’s.
|
•
|
Our fiscal year ends on the last Wednesday in December. As a result, a fifty-third week is added to a fiscal year every five or six years. As noted above, the year ended December 31, 2014 includes 53 weeks of operations.
|
|
Fiscal Year Ended
|
|||||||||||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
|||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company restaurant sales
|
$
|
334,684
|
|
|
70.9
|
%
|
|
$
|
328,334
|
|
|
71.0
|
%
|
|
$
|
353,710
|
|
|
72.4
|
%
|
Franchise and license revenue
|
137,611
|
|
|
29.1
|
%
|
|
134,259
|
|
|
29.0
|
%
|
|
134,653
|
|
|
27.6
|
%
|
|||
Total operating revenue
|
472,295
|
|
|
100.0
|
%
|
|
462,593
|
|
|
100.0
|
%
|
|
488,363
|
|
|
100.0
|
%
|
|||
Costs of company restaurant sales (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Product costs
|
86,825
|
|
|
25.9
|
%
|
|
85,540
|
|
|
26.1
|
%
|
|
88,473
|
|
|
25.0
|
%
|
|||
Payroll and benefits
|
133,280
|
|
|
39.8
|
%
|
|
131,305
|
|
|
40.0
|
%
|
|
141,303
|
|
|
39.9
|
%
|
|||
Occupancy
|
20,845
|
|
|
6.2
|
%
|
|
21,519
|
|
|
6.6
|
%
|
|
23,405
|
|
|
6.6
|
%
|
|||
Other operating expenses
|
47,858
|
|
|
14.3
|
%
|
|
45,192
|
|
|
13.8
|
%
|
|
49,025
|
|
|
13.9
|
%
|
|||
Total costs of company restaurant sales
|
288,808
|
|
|
86.3
|
%
|
|
283,556
|
|
|
86.4
|
%
|
|
302,206
|
|
|
85.4
|
%
|
|||
Costs of franchise and license revenue (a)
|
44,761
|
|
|
32.5
|
%
|
|
46,109
|
|
|
34.3
|
%
|
|
46,675
|
|
|
34.7
|
%
|
|||
General and administrative expenses
|
58,907
|
|
|
12.5
|
%
|
|
56,835
|
|
|
12.3
|
%
|
|
60,307
|
|
|
12.3
|
%
|
|||
Depreciation and amortization
|
21,218
|
|
|
4.5
|
%
|
|
21,501
|
|
|
4.6
|
%
|
|
22,304
|
|
|
4.6
|
%
|
|||
Operating (gains), losses and other charges, net
|
1,270
|
|
|
0.3
|
%
|
|
7,071
|
|
|
1.5
|
%
|
|
482
|
|
|
0.1
|
%
|
|||
Total operating costs and expenses, net
|
414,964
|
|
|
87.9
|
%
|
|
415,072
|
|
|
89.7
|
%
|
|
431,974
|
|
|
88.5
|
%
|
|||
Operating income
|
57,331
|
|
|
12.1
|
%
|
|
47,521
|
|
|
10.3
|
%
|
|
56,389
|
|
|
11.5
|
%
|
|||
Interest expense, net
|
9,182
|
|
|
1.9
|
%
|
|
10,282
|
|
|
2.2
|
%
|
|
13,369
|
|
|
2.7
|
%
|
|||
Other nonoperating (income) expense, net
|
(612
|
)
|
|
(0.1
|
)%
|
|
1,139
|
|
|
0.2
|
%
|
|
7,926
|
|
|
1.6
|
%
|
|||
Net income before income taxes
|
48,761
|
|
|
10.3
|
%
|
|
36,100
|
|
|
7.8
|
%
|
|
35,094
|
|
|
7.2
|
%
|
|||
Provision for income taxes
|
16,036
|
|
|
3.4
|
%
|
|
11,528
|
|
|
2.5
|
%
|
|
12,785
|
|
|
2.6
|
%
|
|||
Net income
|
$
|
32,725
|
|
|
6.9
|
%
|
|
$
|
24,572
|
|
|
5.3
|
%
|
|
$
|
22,309
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Company average unit sales
|
$
|
2,100
|
|
|
|
|
|
$
|
2,012
|
|
|
|
|
$
|
1,936
|
|
|
|
|
|
Franchise average unit sales
|
$
|
1,506
|
|
|
|
|
|
$
|
1,427
|
|
|
|
|
$
|
1,410
|
|
|
|
|
|
Company equivalent units (b)
|
159
|
|
|
|
|
|
163
|
|
|
|
|
183
|
|
|
|
|
||||
Franchise equivalent units (b)
|
1,534
|
|
|
|
|
|
1,525
|
|
|
|
|
1,501
|
|
|
|
|
||||
Company same-store sales increase (c)(d)
|
4.2
|
|
%
|
|
|
|
0.0
|
|
%
|
|
|
0.2
|
|
%
|
|
|
||||
Domestic franchised same-store sales increase (c)
|
2.5
|
|
%
|
|
|
|
0.6
|
|
%
|
|
|
1.7
|
|
%
|
|
|
(a)
|
Costs of company restaurant sales percentages are as a percentage of company restaurant sales. Costs of franchise and license revenue percentages are as a percentage of franchise and license revenue. All other percentages are as a percentage of total operating revenue.
|
(b)
|
Equivalent units are calculated as the weighted average number of units outstanding during a defined time period.
|
(c)
|
Same-store sales include sales from restaurants that were open the same period in the prior year.
|
(d)
|
Prior year amounts have not been restated for
2014
comparable restaurants.
|
|
Fiscal Year Ended
|
|||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
|||
Company restaurants, beginning of period
|
163
|
|
|
164
|
|
|
206
|
|
Units opened
|
1
|
|
|
—
|
|
|
1
|
|
Units acquired from franchisees
|
—
|
|
|
2
|
|
|
1
|
|
Units sold to franchisees
|
—
|
|
|
(2
|
)
|
|
(36
|
)
|
Units closed
|
(3
|
)
|
|
(1
|
)
|
|
(8
|
)
|
End of period
|
161
|
|
|
163
|
|
|
164
|
|
|
|
|
|
|
|
|||
Franchised and licensed restaurants, beginning of period
|
1,537
|
|
|
1,524
|
|
|
1,479
|
|
Units opened
|
37
|
|
|
46
|
|
|
39
|
|
Units purchased from Company
|
—
|
|
|
2
|
|
|
36
|
|
Units acquired by Company
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
Units closed
|
(33
|
)
|
|
(33
|
)
|
|
(29
|
)
|
End of period
|
1,541
|
|
|
1,537
|
|
|
1,524
|
|
Total restaurants, end of period
|
1,702
|
|
|
1,700
|
|
|
1,688
|
|
|
Fiscal Year Ended
|
|||||||||||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
|||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
Utilities
|
$
|
13,915
|
|
|
4.2
|
%
|
|
$
|
13,051
|
|
|
4.0
|
%
|
|
$
|
14,358
|
|
|
4.1
|
%
|
Repairs and maintenance
|
5,971
|
|
|
1.8
|
%
|
|
5,943
|
|
|
1.8
|
%
|
|
6,259
|
|
|
1.8
|
%
|
|||
Marketing
|
12,329
|
|
|
3.7
|
%
|
|
11,696
|
|
|
3.6
|
%
|
|
13,397
|
|
|
3.8
|
%
|
|||
Legal
|
830
|
|
|
0.2
|
%
|
|
773
|
|
|
0.2
|
%
|
|
682
|
|
|
0.2
|
%
|
|||
Other direct costs
|
14,813
|
|
|
4.4
|
%
|
|
13,729
|
|
|
4.2
|
%
|
|
14,329
|
|
|
4.1
|
%
|
|||
Other operating expenses
|
$
|
47,858
|
|
|
14.3
|
%
|
|
$
|
45,192
|
|
|
13.8
|
%
|
|
$
|
49,025
|
|
|
13.9
|
%
|
|
Fiscal Year Ended
|
|||||||||||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
|||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
Royalties
|
$
|
90,835
|
|
|
66.0
|
%
|
|
$
|
85,508
|
|
|
63.7
|
%
|
|
$
|
83,774
|
|
|
62.2
|
%
|
Initial fees
|
1,893
|
|
|
1.4
|
%
|
|
1,666
|
|
|
1.2
|
%
|
|
3,092
|
|
|
2.3
|
%
|
|||
Occupancy revenue
|
44,883
|
|
|
32.6
|
%
|
|
47,085
|
|
|
35.1
|
%
|
|
47,787
|
|
|
35.5
|
%
|
|||
Franchise and license revenue
|
$
|
137,611
|
|
|
100.0
|
%
|
|
$
|
134,259
|
|
|
100.0
|
%
|
|
$
|
134,653
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Occupancy costs
|
33,134
|
|
|
24.1
|
%
|
|
34,631
|
|
|
25.8
|
%
|
|
35,401
|
|
|
26.3
|
%
|
|||
Other direct costs
|
11,627
|
|
|
8.4
|
%
|
|
11,478
|
|
|
8.5
|
%
|
|
11,274
|
|
|
8.4
|
%
|
|||
Costs of franchise and license revenue
|
$
|
44,761
|
|
|
32.5
|
%
|
|
$
|
46,109
|
|
|
34.3
|
%
|
|
$
|
46,675
|
|
|
34.7
|
%
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands)
|
||||||||||
Share-based compensation
|
$
|
5,846
|
|
|
$
|
4,852
|
|
|
$
|
3,496
|
|
Other general and administrative expenses
|
53,061
|
|
|
51,983
|
|
|
56,811
|
|
|||
Total general and administrative expenses
|
$
|
58,907
|
|
|
$
|
56,835
|
|
|
$
|
60,307
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands)
|
||||||||||
Depreciation of property and equipment
|
$
|
15,627
|
|
|
$
|
15,062
|
|
|
$
|
15,819
|
|
Amortization of capital lease assets
|
3,536
|
|
|
3,527
|
|
|
3,282
|
|
|||
Amortization of intangible and other assets
|
2,055
|
|
|
2,912
|
|
|
3,203
|
|
|||
Total depreciation and amortization expense
|
$
|
21,218
|
|
|
$
|
21,501
|
|
|
$
|
22,304
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands)
|
||||||||||
Gains on sales of assets and other, net
|
$
|
(112
|
)
|
|
$
|
(66
|
)
|
|
$
|
(7,090
|
)
|
Restructuring charges and exit costs
|
981
|
|
|
1,389
|
|
|
3,912
|
|
|||
Impairment charges
|
401
|
|
|
5,748
|
|
|
3,660
|
|
|||
Operating (gains), losses and other charges, net
|
$
|
1,270
|
|
|
$
|
7,071
|
|
|
$
|
482
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands)
|
||||||||||
Exit costs
|
$
|
335
|
|
|
$
|
630
|
|
|
$
|
1,926
|
|
Severance and other restructuring charges
|
646
|
|
|
759
|
|
|
1,986
|
|
|||
Total restructuring and exit costs
|
$
|
981
|
|
|
$
|
1,389
|
|
|
$
|
3,912
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands)
|
||||||||||
Interest on credit facilities
|
$
|
3,519
|
|
|
$
|
4,067
|
|
|
$
|
7,074
|
|
Interest on capital lease liabilities
|
3,319
|
|
|
3,708
|
|
|
3,580
|
|
|||
Letters of credit and other fees
|
1,381
|
|
|
1,391
|
|
|
1,539
|
|
|||
Interest income
|
(80
|
)
|
|
(82
|
)
|
|
(640
|
)
|
|||
Total cash interest
|
8,139
|
|
|
9,084
|
|
|
11,553
|
|
|||
Amortization of deferred financing costs
|
483
|
|
|
497
|
|
|
775
|
|
|||
Amortization of debt discount
|
—
|
|
|
—
|
|
|
137
|
|
|||
Interest accretion on other liabilities
|
560
|
|
|
701
|
|
|
904
|
|
|||
Total interest expense, net
|
$
|
9,182
|
|
|
$
|
10,282
|
|
|
$
|
13,369
|
|
|
Fiscal Year Ended
|
||||||
|
December 31, 2014
|
|
December 25, 2013
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
$
|
74,911
|
|
|
$
|
57,042
|
|
Net cash used in investing activities
|
(21,289
|
)
|
|
(16,470
|
)
|
||
Net cash used in financing activities
|
(53,491
|
)
|
|
(51,194
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
131
|
|
|
$
|
(10,622
|
)
|
|
Fiscal Year Ended
|
||||||
|
December 31, 2014
|
|
December 25, 2013
|
||||
|
(In thousands)
|
||||||
Facilities
|
$
|
6,154
|
|
|
$
|
4,961
|
|
New construction
|
187
|
|
|
505
|
|
||
Remodeling
|
12,184
|
|
|
8,671
|
|
||
Information technology
|
787
|
|
|
584
|
|
||
Other
|
2,764
|
|
|
2,097
|
|
||
Capital expenditures
|
$
|
22,076
|
|
|
$
|
16,818
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1-2 Years
|
|
3-4 Years
|
|
5 Years and Thereafter
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Long-term debt
|
$
|
140,000
|
|
|
$
|
4,125
|
|
|
$
|
10,125
|
|
|
$
|
125,750
|
|
|
$
|
—
|
|
Capital lease obligations (a)
|
32,993
|
|
|
6,451
|
|
|
10,528
|
|
|
6,708
|
|
|
9,306
|
|
|||||
Operating lease obligations
|
194,167
|
|
|
31,904
|
|
|
56,131
|
|
|
40,521
|
|
|
65,611
|
|
|||||
Interest obligations (a)
|
9,634
|
|
|
3,007
|
|
|
5,720
|
|
|
907
|
|
|
—
|
|
|||||
Pension and other defined contribution plan obligations (b)
|
224
|
|
|
224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations (c)
|
205,622
|
|
|
185,045
|
|
|
20,577
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
582,640
|
|
|
$
|
230,756
|
|
|
$
|
103,081
|
|
|
$
|
173,886
|
|
|
$
|
74,917
|
|
(a)
|
Interest obligations represent payments related to our long-term debt outstanding at
December 31, 2014
. For long-term debt with variable rates, we have used the rate applicable at
December 31, 2014
to project interest over the periods presented in the table above. The capital lease obligation amounts above are inclusive of interest.
|
(b)
|
Pension and other defined contribution plan obligations are estimates based on facts and circumstances at
December 31, 2014
. Amounts cannot currently be estimated for more than one year. This amount does not consider the planned termination of the Advantica Pension Plan. During fiscal 2015 or early 2016, we will be required to make contributions to our qualified pension plan as a result of the planned termination. We currently estimate that these contributions will be between $6 million to $8 million. This estimate is based on expected interest rates, returns on plan assets and participant elections.
|
(c)
|
Purchase obligations include amounts payable under purchase contracts for food and non-food products. Many of these agreements do not obligate us to purchase any specific volumes and include provisions that would allow us to cancel such agreements with appropriate notice. For agreements with cancellation provisions, amounts included in the table above represent our estimate of purchase obligations during the periods presented if we were to cancel these contracts with appropriate notice.
|
Exhibit No.
|
Description
|
|
|
*3.1
|
Restated Certificate of Incorporation of Denny's Corporation dated March 3, 2003, as amended by Certificate of Amendment to Restated Certificate of Incorporation to Increase Authorized Capitalization dated August 25, 2004 (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Denny's Corporation for the year ended December 29, 2004).
|
|
|
*3.2
|
By-Laws of Denny's Corporation, as effective as of May 23, 2013 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K of Denny's Corporation filed with the Commission on June 7, 2013).
|
|
|
+*10.1
|
Form of stock option agreement to be used under the Denny's Corporation 2004 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 of Denny's Corporation (File No. 333-120093) filed with the Commission on October 29, 2004).
|
|
|
+*10.2
|
Form of deferred stock unit award certificate to be used under the Denny's Corporation 2004 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K of Denny's Corporation for the year ended December 29, 2004).
|
|
|
+*10.3
|
Employment Offer Letter dated August 16, 2005 between Denny's Corporation and F. Mark Wolfinger (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended September 28, 2005).
|
|
|
+*10.4
|
Employment Offer Letter dated July 19, 2010 between Denny's Corporation and Frances L. Allen (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended September 29, 2010).
|
|
|
+*10.5
|
Employment Offer Letter dated January 6, 2011 between Denny's Corporation and John C. Miller (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended March 30, 2011).
|
|
|
*10.6
|
Credit Agreement dated as of April 12, 2012 among Denny's, Inc., as the Borrower, Denny's Corporation, as Parent, and Certain Subsidiaries of Parent, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent and L/C Issuer, Regions Bank and General Electric Capital Corporation, as Co-Syndication Agents, Cadence Bank and RBS Citizens, N.A., as Co-Documentation Agents, the other lenders party thereto, and Wells Fargo Securities, LLC, Regions Capital Markets, a Division of Regions Bank, and GE Capital Markets, Inc., as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended March 28, 2012).
|
|
|
*10.7
|
Guarantee and Collateral Agreement dated as of April 12, 2012 among Denny's, Inc., Denny's Realty, LLC, Denny's Corporation, DFO, LLC, the other subsidiaries of Parent from time to time party thereto and Wells Fargo Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended March 28, 2012).
|
|
|
*10.8
|
Amended and Restated Credit Agreement dated as of April 24, 2013 among Denny's, Inc., as the Borrower, Denny's Corporation, as Parent, and Certain Subsidiaries of Parent, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent and L/C Issuer, Regions Bank and General Electric Capital Corporation, as Co-Syndication Agents, Cadence Bank N.A., Fifth Third Bank and RBS Citizens, N.A., as Co-Documentation Agents, and the other lenders party thereto, and Wells Fargo Securities, LLC, Regions Capital Markets and GE Capital Markets, Inc., as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended March 27, 2013).
|
|
|
*10.9
|
Amended and Restated Guarantee and Collateral Agreement dated as of April 24, 2013 among Denny's, Inc., Denny's Realty, LLC, Denny's Corporation, DFO, LLC, the other Subsidiaries of Parent from time to time party thereto, and Wells Fargo Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended March 27, 2013).
|
Exhibit No.
|
Description
|
|
|
*10.10
|
First Amendment to Amended and Restated Credit Agreement dated as of October 14, 2014 among Denny's, Inc., as the Borrower, Denny's Corporation, as Parent, and Certain Subsidiaries of Parent, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent and L/C Issuer, and the Lenders (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended September 24, 2014).
|
|
|
+*10.11
|
Denny's Corporation Amended and Restated Executive and Key Employee Severance Pay Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended September 25, 2013).
|
|
|
+*10.12
|
Denny's Corporation 2012 Omnibus Incentive Plan (incorporated by reference to Appendix A of the Definitive Proxy Statement of Denny's Corporation filed with the Commission on April 5, 2012).
|
|
|
+*10.13
|
Denny's Corporation 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Denny's Corporation filed with the Commission on May 27, 2008).
|
|
|
+*10.14
|
Amendment to the Denny's Corporation 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended April 1, 2009).
|
|
|
+*10.15
|
Denny's Corporation Amended and Restated 2004 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended June 25, 2008).
|
|
|
+*10.16
|
Form of the 2011 Long-Term Performance Incentive Program Performance Shares and Target Cash Opportunity Award Certificate (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended March 30, 2011).
|
|
|
+*10.17
|
Written Description of the Denny's 2011 Long-Term Performance Incentive Program (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended March 30, 2011).
|
|
|
+*10.18
|
Form of the 2012 Long-Term Performance Incentive Program Performance Shares and Target Cash Opportunity Award Certificate (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended March 28, 2012).
|
|
|
+*10.19
|
Written Description of the Denny's 2012 Long-Term Performance Incentive Program (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended March 28, 2012).
|
|
|
+*10.20
|
Form of the 2013 Long-Term Performance Incentive Program Performance Shares and Target Cash Opportunity Award Certificate (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended March 27, 2013).
|
|
|
+*10.21
|
Written Description of the Denny's 2013 Long-Term Performance Incentive Program (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended March 27, 2013).
|
|
|
+*10.22
|
Form of the 2014 Long-Term Performance Incentive Program Performance Shares and Target Cash Opportunity Award Certificate (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended March 26, 2014).
|
Exhibit No.
|
Description
|
|
|
+*10.23
|
Written Description of the Denny's 2014 Long-Term Performance Incentive Program (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Denny's Corporation for the quarter ended March 26, 2014).
|
|
|
+*10.24
|
Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K of Denny's Corporation for the year ended December 29, 2010).
|
|
|
+*10.25
|
Form of Performance-Based Restricted Stock Unit Award Certificate (incorporated by reference to Exhibit 10.29 to the Annual Report on Form 10-K of Denny's Corporation for the year ended December 29, 2010).
|
|
|
+*10.26
|
Denny's Corporate Incentive Plan (incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K of Denny's Corporation for the year ended December 30, 2009).
|
|
|
+10.27
|
Form of deferred stock unit award certificate to be used under the Denny's Corporation 2012 Omnibus Incentive Plan.
|
|
|
21.1
|
Subsidiaries of Denny's.
|
|
|
23.1
|
Consent of KPMG LLP.
|
|
|
31.1
|
Certification of John C. Miller, President and Chief Executive Officer of Denny’s Corporation, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification of F. Mark Wolfinger, Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Denny’s Corporation, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Statement of John C. Miller, President and Chief Executive Officer of Denny’s Corporation, and F. Mark Wolfinger, Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Denny’s Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101.INS^
|
XBRL Instance Document
|
|
|
101.SCH^
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL^
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.LAB^
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE^
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
101.DEF^
|
XBRL Taxonomy Extension Definition Linkbase Document
|
+
|
Denotes management contracts or compensatory plans or arrangements.
|
^
|
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed "furnished" and not "filed."
|
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
|
F-2
|
Consolidated Balance Sheets
|
F-3
|
Consolidated Statements of Income
|
F-4
|
Consolidated Statements of Comprehensive Income
|
F-5
|
Consolidated Statements of Shareholders’ Equity
|
F-6
|
Consolidated Statements of Cash Flows
|
F-7
|
Notes to Consolidated Financial Statements
|
F-8
|
|
December 31, 2014
|
|
December 25, 2013
|
||||
|
(In thousands)
|
||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,074
|
|
|
$
|
2,943
|
|
Receivables
|
18,059
|
|
|
17,321
|
|
||
Inventories
|
2,952
|
|
|
2,881
|
|
||
Current deferred tax asset
|
24,310
|
|
|
23,264
|
|
||
Prepaid and other current assets
|
7,676
|
|
|
7,417
|
|
||
Total current assets
|
56,071
|
|
|
53,826
|
|
||
Property
|
109,777
|
|
|
105,620
|
|
||
Goodwill
|
31,451
|
|
|
31,451
|
|
||
Intangible assets, net
|
46,278
|
|
|
47,925
|
|
||
Deferred financing costs, net
|
1,614
|
|
|
2,097
|
|
||
Noncurrent deferred tax asset
|
19,252
|
|
|
28,290
|
|
||
Other noncurrent assets
|
25,415
|
|
|
26,568
|
|
||
Total assets
|
$
|
289,858
|
|
|
$
|
295,777
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
4,125
|
|
|
$
|
3,000
|
|
Current maturities of capital lease obligations
|
3,609
|
|
|
4,150
|
|
||
Accounts payable
|
13,250
|
|
|
14,237
|
|
||
Other current liabilities
|
59,432
|
|
|
52,698
|
|
||
Total current liabilities
|
80,416
|
|
|
74,085
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term debt, less current maturities
|
135,875
|
|
|
150,000
|
|
||
Capital lease obligations, less current maturities
|
15,204
|
|
|
15,923
|
|
||
Liability for insurance claims, less current portion
|
18,005
|
|
|
18,249
|
|
||
Other noncurrent liabilities and deferred credits
|
38,775
|
|
|
29,089
|
|
||
Total long-term liabilities
|
207,859
|
|
|
213,261
|
|
||
Total liabilities
|
288,275
|
|
|
287,346
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
Shareholders' equity
|
|
|
|
||||
Common stock $0.01 par value; shares authorized - 135,000; December 31, 2014: 105,818 shares issued and 84,707 shares outstanding; December 25, 2013: 105,014 shares issued and 89,232 shares outstanding;
|
1,058
|
|
|
1,050
|
|
||
Paid-in capital
|
571,674
|
|
|
567,505
|
|
||
Deficit
|
(438,221
|
)
|
|
(470,946
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
(24,602
|
)
|
|
(16,842
|
)
|
||
Shareholders’ equity before treasury stock
|
109,909
|
|
|
80,767
|
|
||
Treasury stock, at cost, 21,111 and 15,782 shares, respectively
|
(108,326
|
)
|
|
(72,336
|
)
|
||
Total shareholders' equity
|
1,583
|
|
|
8,431
|
|
||
Total liabilities and shareholders' equity
|
$
|
289,858
|
|
|
$
|
295,777
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Company restaurant sales
|
$
|
334,684
|
|
|
$
|
328,334
|
|
|
$
|
353,710
|
|
Franchise and license revenue
|
137,611
|
|
|
134,259
|
|
|
134,653
|
|
|||
Total operating revenue
|
472,295
|
|
|
462,593
|
|
|
488,363
|
|
|||
Costs of company restaurant sales:
|
|
|
|
|
|
||||||
Product costs
|
86,825
|
|
|
85,540
|
|
|
88,473
|
|
|||
Payroll and benefits
|
133,280
|
|
|
131,305
|
|
|
141,303
|
|
|||
Occupancy
|
20,845
|
|
|
21,519
|
|
|
23,405
|
|
|||
Other operating expenses
|
47,858
|
|
|
45,192
|
|
|
49,025
|
|
|||
Total costs of company restaurant sales
|
288,808
|
|
|
283,556
|
|
|
302,206
|
|
|||
Costs of franchise and license revenue
|
44,761
|
|
|
46,109
|
|
|
46,675
|
|
|||
General and administrative expenses
|
58,907
|
|
|
56,835
|
|
|
60,307
|
|
|||
Depreciation and amortization
|
21,218
|
|
|
21,501
|
|
|
22,304
|
|
|||
Operating (gains), losses and other charges, net
|
1,270
|
|
|
7,071
|
|
|
482
|
|
|||
Total operating costs and expenses, net
|
414,964
|
|
|
415,072
|
|
|
431,974
|
|
|||
Operating income
|
57,331
|
|
|
47,521
|
|
|
56,389
|
|
|||
Interest expense, net
|
9,182
|
|
|
10,282
|
|
|
13,369
|
|
|||
Other nonoperating (income) expense, net
|
(612
|
)
|
|
1,139
|
|
|
7,926
|
|
|||
Net income before income taxes
|
48,761
|
|
|
36,100
|
|
|
35,094
|
|
|||
Provision for income taxes
|
16,036
|
|
|
11,528
|
|
|
12,785
|
|
|||
Net income
|
$
|
32,725
|
|
|
$
|
24,572
|
|
|
$
|
22,309
|
|
|
|
|
|
|
|
||||||
Basic net income per share
|
$
|
0.38
|
|
|
$
|
0.27
|
|
|
$
|
0.23
|
|
Diluted net income per share
|
$
|
0.37
|
|
|
$
|
0.26
|
|
|
$
|
0.23
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
86,323
|
|
|
90,829
|
|
|
94,949
|
|
|||
Diluted weighted average shares outstanding
|
88,355
|
|
|
92,903
|
|
|
96,754
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
32,725
|
|
|
$
|
24,572
|
|
|
$
|
22,309
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Minimum pension liability adjustment, net of tax (benefit) expense of $(4,019), $4,164 and $(191)
|
(6,304
|
)
|
|
6,309
|
|
|
(186
|
)
|
|||
Recognition of unrealized (loss) gain on hedge transaction, net of tax (benefit) expense of $(933) and $1,184
|
(1,456
|
)
|
|
1,848
|
|
|
—
|
|
|||
Other comprehensive (loss) income
|
(7,760
|
)
|
|
8,157
|
|
|
(186
|
)
|
|||
Total comprehensive income
|
$
|
24,965
|
|
|
$
|
32,729
|
|
|
$
|
22,123
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Paid-in
|
|
|
|
Accumulated
Other
Comprehensive
|
|
Total
Shareholders’ Equity /
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
(Deficit)
|
|
Loss, Net
|
|
(Deficit)
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||
Balance, December 28, 2011
|
102,668
|
|
|
$
|
1,027
|
|
|
(6,696
|
)
|
|
$
|
(25,459
|
)
|
|
$
|
557,396
|
|
|
$
|
(517,827
|
)
|
|
$
|
(24,813
|
)
|
|
$
|
(9,676
|
)
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,309
|
|
|
—
|
|
|
22,309
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(186
|
)
|
|
(186
|
)
|
||||||
Share-based compensation on equity classified awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,082
|
|
|
—
|
|
|
—
|
|
|
2,082
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
(4,839
|
)
|
|
(22,179
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,179
|
)
|
||||||
Issuance of common stock for share-based compensation
|
253
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of common stock options
|
843
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
2,172
|
|
|
—
|
|
|
—
|
|
|
2,180
|
|
||||||
Tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,010
|
|
|
—
|
|
|
—
|
|
|
1,010
|
|
||||||
Balance, December 26, 2012
|
103,764
|
|
|
1,038
|
|
|
(11,535
|
)
|
|
(47,638
|
)
|
|
562,657
|
|
|
(495,518
|
)
|
|
(24,999
|
)
|
|
(4,460
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,572
|
|
|
—
|
|
|
24,572
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,157
|
|
|
8,157
|
|
||||||
Share-based compensation on equity classified awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,292
|
|
|
—
|
|
|
—
|
|
|
2,292
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
(4,247
|
)
|
|
(24,698
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,698
|
)
|
||||||
Issuance of common stock for share-based compensation
|
351
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of common stock options
|
899
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
2,946
|
|
|
—
|
|
|
—
|
|
|
2,955
|
|
||||||
Tax expense from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(387
|
)
|
|
—
|
|
|
—
|
|
|
(387
|
)
|
||||||
Balance, December 25, 2013
|
105,014
|
|
|
1,050
|
|
|
(15,782
|
)
|
|
(72,336
|
)
|
|
567,505
|
|
|
(470,946
|
)
|
|
(16,842
|
)
|
|
8,431
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,725
|
|
|
—
|
|
|
32,725
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,760
|
)
|
|
(7,760
|
)
|
||||||
Share-based compensation on equity classified awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,345
|
|
|
—
|
|
|
—
|
|
|
2,345
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
(5,329
|
)
|
|
(35,990
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,990
|
)
|
||||||
Issuance of common stock for share-based compensation
|
151
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of common stock options
|
653
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
2,162
|
|
|
—
|
|
|
—
|
|
|
2,169
|
|
||||||
Tax expense from share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(337
|
)
|
|
—
|
|
|
—
|
|
|
(337
|
)
|
||||||
Balance, December 31, 2014
|
105,818
|
|
|
$
|
1,058
|
|
|
(21,111
|
)
|
|
$
|
(108,326
|
)
|
|
$
|
571,674
|
|
|
$
|
(438,221
|
)
|
|
$
|
(24,602
|
)
|
|
$
|
1,583
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
32,725
|
|
|
$
|
24,572
|
|
|
$
|
22,309
|
|
Adjustments to reconcile net income to cash flows provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
21,218
|
|
|
21,501
|
|
|
22,304
|
|
|||
Operating (gains), losses and other charges, net
|
1,270
|
|
|
7,071
|
|
|
482
|
|
|||
Amortization of deferred financing costs
|
483
|
|
|
497
|
|
|
775
|
|
|||
Amortization of debt discount
|
—
|
|
|
—
|
|
|
137
|
|
|||
(Gain) loss on early extinguishments of debt
|
(33
|
)
|
|
2,226
|
|
|
8,290
|
|
|||
(Gain) loss on interest rate hedges
|
(11
|
)
|
|
42
|
|
|
61
|
|
|||
Deferred income tax expense
|
13,215
|
|
|
9,100
|
|
|
11,423
|
|
|||
Reversal of tax valuation allowance
|
(270
|
)
|
|
(420
|
)
|
|
(661
|
)
|
|||
Share-based compensation
|
5,846
|
|
|
4,852
|
|
|
3,496
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in assets:
|
|
|
|
|
|
||||||
Receivables
|
(1,119
|
)
|
|
116
|
|
|
(1,740
|
)
|
|||
Inventories
|
(71
|
)
|
|
9
|
|
|
548
|
|
|||
Other current assets
|
(259
|
)
|
|
984
|
|
|
2,820
|
|
|||
Other assets
|
(2,118
|
)
|
|
(2,110
|
)
|
|
(3,172
|
)
|
|||
Increase (decrease) in liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
1,561
|
|
|
(5,520
|
)
|
|
(1,217
|
)
|
|||
Accrued salaries and vacations
|
2,648
|
|
|
(2,545
|
)
|
|
2,279
|
|
|||
Accrued taxes
|
871
|
|
|
101
|
|
|
(747
|
)
|
|||
Other accrued liabilities
|
114
|
|
|
(746
|
)
|
|
(4,420
|
)
|
|||
Other noncurrent liabilities and deferred credits
|
(1,159
|
)
|
|
(2,688
|
)
|
|
(3,763
|
)
|
|||
Net cash flows provided by operating activities
|
74,911
|
|
|
57,042
|
|
|
59,204
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(22,076
|
)
|
|
(16,818
|
)
|
|
(14,164
|
)
|
|||
Acquisition of restaurants and real estate
|
—
|
|
|
(3,980
|
)
|
|
(1,422
|
)
|
|||
Proceeds from disposition of property
|
64
|
|
|
1,582
|
|
|
15,555
|
|
|||
Collections on notes receivable
|
2,289
|
|
|
4,779
|
|
|
1,970
|
|
|||
Issuance of notes receivable
|
(1,566
|
)
|
|
(2,033
|
)
|
|
(5,440
|
)
|
|||
Net cash flows used in investing activities
|
(21,289
|
)
|
|
(16,470
|
)
|
|
(3,501
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Revolver borrowings
|
32,200
|
|
|
124,200
|
|
|
—
|
|
|||
Revolver payments
|
(42,200
|
)
|
|
(28,950
|
)
|
|
—
|
|
|||
Term loan borrowings
|
—
|
|
|
60,000
|
|
|
190,000
|
|
|||
Long-term debt payments
|
(7,237
|
)
|
|
(176,729
|
)
|
|
(222,741
|
)
|
|||
Debt transaction costs
|
—
|
|
|
(366
|
)
|
|
(1,097
|
)
|
|||
Deferred financing costs
|
—
|
|
|
(1,374
|
)
|
|
(1,809
|
)
|
|||
Purchase of treasury stock
|
(36,058
|
)
|
|
(25,039
|
)
|
|
(21,618
|
)
|
|||
Proceeds from exercise of stock options
|
2,169
|
|
|
2,955
|
|
|
2,180
|
|
|||
Tax withholding on share-based payments
|
(419
|
)
|
|
(796
|
)
|
|
(327
|
)
|
|||
Tax (expense) benefit for share-based compensation
|
(337
|
)
|
|
(387
|
)
|
|
1,010
|
|
|||
Net bank overdrafts
|
(1,609
|
)
|
|
(4,708
|
)
|
|
(1,476
|
)
|
|||
Net cash flows used in financing activities
|
(53,491
|
)
|
|
(51,194
|
)
|
|
(55,878
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
131
|
|
|
(10,622
|
)
|
|
(175
|
)
|
|||
Cash and cash equivalents at beginning of period
|
2,943
|
|
|
13,565
|
|
|
13,740
|
|
|||
Cash and cash equivalents at end of period
|
$
|
3,074
|
|
|
$
|
2,943
|
|
|
$
|
13,565
|
|
|
December 31, 2014
|
|
December 25, 2013
|
||||
|
(In thousands)
|
||||||
Current assets:
|
|
|
|
||||
Receivables:
|
|
|
|
||||
Trade accounts receivable from franchisees
|
$
|
10,929
|
|
|
$
|
10,072
|
|
Notes receivable from franchisees and third parties
|
1,419
|
|
|
1,800
|
|
||
Vendor receivables
|
2,534
|
|
|
2,516
|
|
||
Credit card receivables
|
1,661
|
|
|
2,162
|
|
||
Other
|
1,816
|
|
|
1,002
|
|
||
Allowance for doubtful accounts
|
(300
|
)
|
|
(231
|
)
|
||
Total current receivables, net
|
$
|
18,059
|
|
|
$
|
17,321
|
|
|
|
|
|
||||
Noncurrent assets (included as a component of other noncurrent assets):
|
|
|
|
||||
Notes receivable from franchisees
|
$
|
425
|
|
|
$
|
766
|
|
|
December 31, 2014
|
|
December 25, 2013
|
||||
|
(In thousands)
|
||||||
Land
|
$
|
27,198
|
|
|
$
|
27,198
|
|
Buildings and leasehold improvements
|
233,339
|
|
|
229,918
|
|
||
Other property and equipment
|
77,493
|
|
|
75,740
|
|
||
Total property owned
|
338,030
|
|
|
332,856
|
|
||
Less accumulated depreciation
|
241,678
|
|
|
241,257
|
|
||
Property owned, net
|
96,352
|
|
|
91,599
|
|
||
Buildings, vehicles and other equipment held under capital leases
|
26,836
|
|
|
28,730
|
|
||
Less accumulated amortization
|
13,411
|
|
|
14,709
|
|
||
Property held under capital leases, net
|
13,425
|
|
|
14,021
|
|
||
Total property, net
|
$
|
109,777
|
|
|
$
|
105,620
|
|
|
December 31, 2014
|
|
December 25, 2013
|
||||
|
(In thousands)
|
||||||
Land
|
$
|
14,977
|
|
|
$
|
14,977
|
|
Buildings and leasehold improvements
|
63,098
|
|
|
64,458
|
|
||
Total property owned, leased to franchisees
|
78,075
|
|
|
79,435
|
|
||
Less accumulated depreciation
|
53,994
|
|
|
54,473
|
|
||
Property owned, leased to franchisees, net
|
24,081
|
|
|
24,962
|
|
||
Buildings held under capital leases, leased to franchisees
|
7,251
|
|
|
10,206
|
|
||
Less accumulated amortization
|
5,208
|
|
|
7,345
|
|
||
Property held under capital leases, leased to franchisees, net
|
2,043
|
|
|
2,861
|
|
||
Total property leased to franchisees, net
|
$
|
26,124
|
|
|
$
|
27,823
|
|
|
December 31, 2014
|
|
December 25, 2013
|
||||
|
(In thousands)
|
||||||
Balance, beginning of year
|
$
|
31,451
|
|
|
$
|
31,430
|
|
Additions related to acquisitions
|
—
|
|
|
28
|
|
||
Write-offs and reclassifications associated with sale of restaurants
|
—
|
|
|
(7
|
)
|
||
Balance, end of year
|
$
|
31,451
|
|
|
$
|
31,451
|
|
|
December 31, 2014
|
|
December 25, 2013
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
|
(In thousands)
|
||||||||||||||
Intangible assets with indefinite lives:
|
|
|
|
|
|
|
|
||||||||
Trade names
|
$
|
44,065
|
|
|
$
|
—
|
|
|
$
|
44,055
|
|
|
$
|
—
|
|
Liquor licenses
|
126
|
|
|
—
|
|
|
126
|
|
|
—
|
|
||||
Intangible assets with definite lives:
|
|
|
|
|
|
|
|
||||||||
Franchise and license agreements
|
22,366
|
|
|
21,426
|
|
|
31,248
|
|
|
29,007
|
|
||||
Reacquired franchise rights
|
1,857
|
|
|
710
|
|
|
1,857
|
|
|
354
|
|
||||
Intangible assets
|
$
|
68,414
|
|
|
$
|
22,136
|
|
|
$
|
77,286
|
|
|
$
|
29,361
|
|
|
(In thousands)
|
||
2015
|
$
|
1,072
|
|
2016
|
400
|
|
|
2017
|
119
|
|
|
2018
|
52
|
|
|
2019
|
52
|
|
|
December 31, 2014
|
|
December 25, 2013
|
||||
|
(In thousands)
|
||||||
Accrued salaries and vacation
|
$
|
23,928
|
|
|
$
|
18,810
|
|
Accrued insurance, primarily current portion of liability for insurance claims
|
6,340
|
|
|
7,519
|
|
||
Accrued taxes
|
7,129
|
|
|
6,258
|
|
||
Accrued advertising
|
8,027
|
|
|
6,791
|
|
||
Gift cards
|
4,017
|
|
|
4,057
|
|
||
Other
|
9,991
|
|
|
9,263
|
|
||
Other current liabilities
|
59,432
|
|
|
52,698
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands)
|
||||||||||
Gains on sales of assets and other, net
|
$
|
(112
|
)
|
|
$
|
(66
|
)
|
|
$
|
(7,090
|
)
|
Restructuring charges and exit costs
|
981
|
|
|
1,389
|
|
|
3,912
|
|
|||
Impairment charges
|
401
|
|
|
5,748
|
|
|
3,660
|
|
|||
Operating (gains), losses and other charges, net
|
$
|
1,270
|
|
|
$
|
7,071
|
|
|
$
|
482
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands)
|
||||||||||
Exit costs
|
$
|
335
|
|
|
$
|
630
|
|
|
$
|
1,926
|
|
Severance and other restructuring charges
|
646
|
|
|
759
|
|
|
1,986
|
|
|||
Total restructuring charges and exit costs
|
$
|
981
|
|
|
$
|
1,389
|
|
|
$
|
3,912
|
|
|
December 31, 2014
|
|
December 25, 2013
|
||||
|
(In thousands)
|
||||||
Balance, beginning of year
|
$
|
3,149
|
|
|
$
|
4,061
|
|
Exit costs (1)
|
335
|
|
|
630
|
|
||
Payments, net of sublease receipts
|
(1,426
|
)
|
|
(1,726
|
)
|
||
Reclassification of certain lease liabilities, net
|
(95
|
)
|
|
(69
|
)
|
||
Interest accretion
|
179
|
|
|
253
|
|
||
Balance, end of year
|
2,142
|
|
|
3,149
|
|
||
Less current portion included in other current liabilities
|
483
|
|
|
1,260
|
|
||
Long-term portion included in other noncurrent liabilities
|
$
|
1,659
|
|
|
$
|
1,889
|
|
(1)
|
Included as a component of operating (gains), losses and other charges, net.
|
|
(In thousands)
|
||
2015
|
$
|
596
|
|
2016
|
346
|
|
|
2017
|
289
|
|
|
2018
|
301
|
|
|
2019
|
272
|
|
|
Thereafter
|
901
|
|
|
Total
|
2,705
|
|
|
Less imputed interest
|
563
|
|
|
Present value of exit cost liabilities
|
$
|
2,142
|
|
|
Commitments
|
|
Lease Receipts
|
||||||||
|
Capital
|
|
Operating
|
|
Operating
|
||||||
|
(In thousands)
|
||||||||||
2015
|
$
|
6,451
|
|
|
$
|
31,904
|
|
|
$
|
30,610
|
|
2016
|
5,561
|
|
|
29,473
|
|
|
28,546
|
|
|||
2017
|
4,967
|
|
|
26,658
|
|
|
26,531
|
|
|||
2018
|
3,738
|
|
|
22,376
|
|
|
23,072
|
|
|||
2019
|
2,970
|
|
|
18,145
|
|
|
19,062
|
|
|||
Thereafter
|
9,306
|
|
|
65,611
|
|
|
97,165
|
|
|||
Total
|
32,993
|
|
|
$
|
194,167
|
|
|
$
|
224,986
|
|
|
Less imputed interest
|
14,180
|
|
|
|
|
|
|||||
Present value of capital lease obligations
|
$
|
18,813
|
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands)
|
||||||||||
Rental expense:
|
|
|
|
|
|
||||||
Base rents
|
$
|
33,402
|
|
|
$
|
35,667
|
|
|
$
|
38,326
|
|
Contingent rents
|
5,535
|
|
|
5,412
|
|
|
5,762
|
|
|||
Total rental expense
|
$
|
38,937
|
|
|
$
|
41,079
|
|
|
$
|
44,088
|
|
|
|
|
|
|
|
||||||
Rental income:
|
|
|
|
|
|
||||||
Base rents
|
$
|
33,926
|
|
|
$
|
36,183
|
|
|
$
|
37,363
|
|
Contingent rents
|
4,608
|
|
|
4,389
|
|
|
3,871
|
|
|||
Total rental income
|
$
|
38,534
|
|
|
$
|
40,572
|
|
|
$
|
41,234
|
|
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets/Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Valuation Technique
|
||||||||
|
(In thousands
)
|
|
|
||||||||||||||
Fair value measurements as of December 31, 2014:
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan investments (1)
|
$
|
9,295
|
|
|
$
|
9,295
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
market approach
|
Interest rate swaps (2)
|
642
|
|
|
—
|
|
|
642
|
|
|
—
|
|
|
income approach
|
||||
Interest rate caps (2)
|
$
|
0
|
|
|
$
|
—
|
|
|
$
|
0
|
|
|
$
|
—
|
|
|
income approach
|
Total
|
$
|
9,937
|
|
|
$
|
9,295
|
|
|
$
|
642
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value measurements as of December 25, 2013:
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan investments (1)
|
$
|
8,168
|
|
|
$
|
8,168
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
market approach
|
Interest rate swaps (2)
|
$
|
3,032
|
|
|
$
|
—
|
|
|
$
|
3,032
|
|
|
$
|
—
|
|
|
income approach
|
Interest rate caps (2)
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
income approach
|
Total
|
$
|
11,211
|
|
|
$
|
8,168
|
|
|
$
|
3,043
|
|
|
$
|
—
|
|
|
|
(1)
|
The fair values of our deferred compensation plan investments are based on the closing market prices of the participants’ elected investments.
|
(2)
|
The fair values of our interest rate swaps and interest rate caps 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 and interest rate caps.
|
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Impairment Charges
|
|
Valuation Technique
|
||||
|
|
|
|
|
|
|||||
Fair value measurements as of December 31, 2014:
|
|
|
|
|
|
|
||||
Assets held and used (1)
|
|
$
|
—
|
|
|
$
|
320
|
|
|
income approach
|
|
|
|
|
|
|
|
||||
Fair value measurements as of December 25, 2013:
|
|
|
|
|
|
|
||||
Assets held and used (1)
|
|
$
|
1,198
|
|
|
$
|
4,795
|
|
|
income approach
|
(1)
|
As of both December 31, 2014 and December 25, 2013, impaired assets related to an underperforming restaurant were written down to their fair value. To determine fair value, we used the income approach, which assumes that the future cash flows reflect current market expectations. These fair value measurements require significant judgment using Level 3 inputs, such as discounted cash flows from operations, which are not observable from the market, directly or indirectly.
|
|
December 31, 2014
|
|
December 25, 2013
|
||||
|
(In thousands)
|
||||||
Revolving loans due April 24, 2018
|
$
|
85,250
|
|
|
$
|
95,250
|
|
Term loans due April 24, 2018
|
54,750
|
|
|
57,750
|
|
||
Capital lease obligations
|
18,813
|
|
|
20,073
|
|
||
Total long-term debt
|
158,813
|
|
|
173,073
|
|
||
Less current maturities
|
7,734
|
|
|
7,150
|
|
||
Noncurrent portion of long-term debt
|
$
|
151,079
|
|
|
$
|
165,923
|
|
|
(In thousands)
|
||
2015
|
$
|
4,125
|
|
2016
|
4,500
|
|
|
2017
|
5,625
|
|
|
2018
|
125,750
|
|
|
2019
|
—
|
|
|
Thereafter
|
—
|
|
|
Total long-term debt, excluding capital lease obligations
|
$
|
140,000
|
|
|
Pension Plan
|
|
Other Defined Benefit Plans
|
||||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 31, 2014
|
|
December 25, 2013
|
||||||||
|
(In thousands)
|
||||||||||||||
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
64,391
|
|
|
$
|
73,926
|
|
|
$
|
2,716
|
|
|
$
|
2,837
|
|
Service cost
|
380
|
|
|
400
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
3,099
|
|
|
2,977
|
|
|
123
|
|
|
111
|
|
||||
Actuarial losses (gains)
|
12,313
|
|
|
(7,836
|
)
|
|
298
|
|
|
(37
|
)
|
||||
Benefits paid
|
(5,975
|
)
|
|
(5,076
|
)
|
|
(195
|
)
|
|
(195
|
)
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(229
|
)
|
|
—
|
|
||||
Benefit obligation at end of year
|
$
|
74,208
|
|
|
$
|
64,391
|
|
|
$
|
2,713
|
|
|
$
|
2,716
|
|
Accumulated benefit obligation
|
$
|
74,208
|
|
|
$
|
64,391
|
|
|
$
|
2,713
|
|
|
$
|
2,716
|
|
|
|
|
|
|
|
|
|
||||||||
Change in Plan Assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
61,094
|
|
|
$
|
58,006
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
5,201
|
|
|
5,364
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
2,500
|
|
|
2,800
|
|
|
424
|
|
|
195
|
|
||||
Benefits paid
|
(5,975
|
)
|
|
(5,076
|
)
|
|
(195
|
)
|
|
(195
|
)
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(229
|
)
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
62,820
|
|
|
$
|
61,094
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status
|
$
|
(11,388
|
)
|
|
$
|
(3,297
|
)
|
|
$
|
(2,713
|
)
|
|
$
|
(2,716
|
)
|
|
Pension Plan
|
|
Other Defined Benefit Plans
|
||||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 31, 2014
|
|
December 25, 2013
|
||||||||
|
(In thousands)
|
||||||||||||||
Other current liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(224
|
)
|
|
$
|
(451
|
)
|
Other noncurrent liabilities and deferred credits
|
(11,388
|
)
|
|
(3,297
|
)
|
|
(2,489
|
)
|
|
(2,265
|
)
|
||||
Net amount recognized
|
$
|
(11,388
|
)
|
|
$
|
(3,297
|
)
|
|
$
|
(2,713
|
)
|
|
$
|
(2,716
|
)
|
|
Pension Plan
|
|
Other Defined Benefit Plans
|
|||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 31, 2014
|
|
December 25, 2013
|
|||||
|
(In thousands)
|
|||||||||||
Unamortized actuarial losses, net
|
$
|
(27,574
|
)
|
|
(17,433
|
)
|
|
(1,081
|
)
|
|
(899
|
)
|
|
Fiscal Year Ended
|
||||||
|
December 31, 2014
|
|
December 25, 2013
|
||||
|
(In thousands)
|
||||||
Pension Plan:
|
|
|
|
||||
Balance, beginning of year
|
$
|
(17,433
|
)
|
|
$
|
(27,798
|
)
|
Benefit obligation actuarial (loss) gain
|
(12,313
|
)
|
|
7,836
|
|
||
Net gain
|
1,248
|
|
|
876
|
|
||
Amortization of net loss
|
924
|
|
|
1,653
|
|
||
Balance, end of year
|
$
|
(27,574
|
)
|
|
$
|
(17,433
|
)
|
|
|
|
|
||||
Other Defined Benefit Plans:
|
|
|
|
||||
Balance, beginning of year
|
$
|
(899
|
)
|
|
$
|
(1,007
|
)
|
Benefit obligation actuarial (loss) gain
|
(298
|
)
|
|
37
|
|
||
Amortization of net loss
|
66
|
|
|
71
|
|
||
Settlement loss recognized
|
50
|
|
|
—
|
|
||
Balance, end of year
|
$
|
(1,081
|
)
|
|
$
|
(899
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands)
|
||||||||||
Pension Plan:
|
|
|
|
|
|
||||||
Service cost
|
$
|
380
|
|
|
$
|
400
|
|
|
$
|
380
|
|
Interest cost
|
3,099
|
|
|
2,977
|
|
|
3,200
|
|
|||
Expected return on plan assets
|
(3,953
|
)
|
|
(4,488
|
)
|
|
(4,057
|
)
|
|||
Amortization of net loss
|
924
|
|
|
1,653
|
|
|
1,763
|
|
|||
Net periodic benefit cost
|
$
|
450
|
|
|
$
|
542
|
|
|
$
|
1,286
|
|
Other comprehensive loss (income)
|
$
|
10,141
|
|
|
$
|
(10,364
|
)
|
|
$
|
202
|
|
|
|
|
|
|
|
||||||
Other Defined Benefit Plans:
|
|
|
|
|
|
||||||
Interest cost
|
$
|
123
|
|
|
$
|
111
|
|
|
$
|
116
|
|
Amortization of net loss
|
66
|
|
|
71
|
|
|
52
|
|
|||
Settlement loss recognized
|
50
|
|
|
—
|
|
|
—
|
|
|||
Net periodic benefit cost
|
$
|
239
|
|
|
$
|
182
|
|
|
$
|
168
|
|
Other comprehensive loss (income)
|
$
|
182
|
|
|
$
|
(109
|
)
|
|
$
|
175
|
|
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
|||
Assumptions used to determine benefit obligations:
|
|
|
|
|
|
|||
Discount rate
|
4.12
|
%
|
|
4.98
|
%
|
|
|
|
|
|
|
|
|
|
|||
Assumptions used to determine net periodic pension cost:
|
|
|
|
|
|
|||
Discount rate
|
4.98
|
%
|
|
4.18
|
%
|
|
4.59
|
%
|
Rate of increase in compensation levels
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Expected long-term rate of return on assets
|
6.50
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
|
Fair Value Measurements as of December 31, 2014
|
||||||||||||||
Asset Category
|
|
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
)
|
||||||||||||||
Cash equivalents
|
|
$
|
1,812
|
|
|
$
|
1,812
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap (a)
|
|
7,154
|
|
|
7,154
|
|
|
—
|
|
|
—
|
|
||||
U.S. mid-cap (b)
|
|
2,182
|
|
|
2,182
|
|
|
—
|
|
|
—
|
|
||||
U.S. small-cap (c)
|
|
506
|
|
|
506
|
|
|
—
|
|
|
—
|
|
||||
International large-cap
|
|
4,185
|
|
|
4,185
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasuries
|
|
5,202
|
|
|
5,202
|
|
|
—
|
|
|
—
|
|
||||
Corporate bonds (d)
|
|
40,226
|
|
|
40,226
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
|
||||||||
Commingled funds (e)
|
|
1,553
|
|
|
—
|
|
|
1,553
|
|
|
—
|
|
||||
Total
|
|
$
|
62,820
|
|
|
$
|
61,267
|
|
|
$
|
1,553
|
|
|
$
|
—
|
|
(a)
|
The majority of this category represents a fund with the objective of approximating the return of the S&P 500 Index. The remaining securities include both a large-value fund and a large-growth fund investing in diverse industries.
|
(b)
|
This category includes both a mid-growth fund with the objective of outperforming the Russell Mid Cap Growth Index and a mid-value fund investing in diverse industries.
|
(c)
|
This category includes both a small-value fund and a small-growth fund investing in diverse industries.
|
(d)
|
This category includes intermediate and long-term investment grade bonds from diverse industries.
|
(e)
|
This category represents a fund of well diversified mutual funds with the objective of providing a low-volatility means to access equity-like returns.
|
|
|
Fair Value Measurements as of December 25, 2013
|
||||||||||||||
Asset Category
|
|
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
)
|
||||||||||||||
Cash equivalents
|
|
$
|
1,785
|
|
|
$
|
1,785
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap (a)
|
|
9,880
|
|
|
9,880
|
|
|
—
|
|
|
—
|
|
||||
U.S. mid-cap (b)
|
|
2,467
|
|
|
2,467
|
|
|
—
|
|
|
—
|
|
||||
U.S. small-cap (c)
|
|
615
|
|
|
615
|
|
|
—
|
|
|
—
|
|
||||
International large-cap
|
|
6,200
|
|
|
6,200
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasuries
|
|
4,245
|
|
|
4,245
|
|
|
—
|
|
|
—
|
|
||||
Corporate bonds (d)
|
|
33,310
|
|
|
33,310
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
|
||||||||
Commingled funds (e)
|
|
2,592
|
|
|
—
|
|
|
2,592
|
|
|
—
|
|
||||
Total
|
|
$
|
61,094
|
|
|
$
|
58,502
|
|
|
$
|
2,592
|
|
|
$
|
—
|
|
(a)
|
The majority of this category represents a fund with the objective of approximating the return of the S&P 500 Index. The remaining securities include both a large-value fund and a large-growth fund investing in diverse industries.
|
(b)
|
This category includes both a mid-growth fund with the objective of outperforming the Russell Mid Cap Growth Index and a mid-value fund investing in diverse industries.
|
(c)
|
This category includes both a small-value fund and a small-growth fund investing in diverse industries.
|
(d)
|
This category includes intermediate and long-term investment grade bonds from diverse industries.
|
(e)
|
This category represents a fund of well diversified mutual funds with the objective of providing a low-volatility means to access equity-like returns.
|
•
|
Equity Securities and Fixed Income Securities: Valued at the net asset value (“NAV”) of shares held by the pension plan at year-end. The NAV is a quoted price in an active market.
|
•
|
Cash Equivalents and Commingled Funds: Valuation determined by the trustee of the money market funds and commingled funds based on the fair value of the underlying securities within the fund, which represent the NAV, a practical expedient to fair value, of the units held by the pension plan at year-end.
|
|
Pension Plan
|
|
Other Defined
Benefit Plans
|
||||
|
(In thousands)
|
||||||
2015
|
$
|
3,608
|
|
|
$
|
224
|
|
2016
|
3,530
|
|
|
280
|
|
||
2017
|
3,480
|
|
|
232
|
|
||
2018
|
3,529
|
|
|
236
|
|
||
2019
|
3,627
|
|
|
420
|
|
||
2020 through 2024
|
20,548
|
|
|
1,169
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands)
|
||||||||||
Stock options
|
$
|
52
|
|
|
$
|
558
|
|
|
$
|
909
|
|
Performance share awards
|
5,009
|
|
|
3,488
|
|
|
2,050
|
|
|||
Restricted stock units for board members
|
785
|
|
|
806
|
|
|
537
|
|
|||
Total share-based compensation
|
$
|
5,846
|
|
|
$
|
4,852
|
|
|
$
|
3,496
|
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(In thousands)
|
|
|
|
|
|
(In thousands
)
|
|||||
Outstanding, beginning of year
|
2,191
|
|
|
$
|
3.28
|
|
|
|
|
|
||
Exercised
|
(653
|
)
|
|
$
|
3.32
|
|
|
|
|
|
||
Outstanding, end of year
|
1,538
|
|
|
$
|
3.26
|
|
|
4.28
|
|
$
|
10,841
|
|
Exercisable, end of year
|
1,538
|
|
|
$
|
3.26
|
|
|
4.28
|
|
$
|
10,841
|
|
|
Fiscal Year Ended
|
|||||||||||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
|||||||||||||||
|
Units
|
|
Weighted Average Grant Date
Fair Value
|
|
Units
|
|
Weighted Average Grant Date
Fair Value
|
|
Units
|
|
Weighted Average Grant Date
Fair Value
|
|||||||||
|
(In thousands, except per share amounts)
|
|||||||||||||||||||
Outstanding, beginning of year
|
832
|
|
|
$
|
6.55
|
|
|
933
|
|
|
$
|
4.30
|
|
|
1,276
|
|
|
$
|
3.19
|
|
Granted
|
285
|
|
|
$
|
7.51
|
|
|
331
|
|
|
$
|
8.05
|
|
|
397
|
|
|
$
|
6.05
|
|
Released
|
(182
|
)
|
|
$
|
4.74
|
|
|
(430
|
)
|
|
$
|
2.83
|
|
|
(445
|
)
|
|
$
|
3.28
|
|
Forfeited
|
(90
|
)
|
|
$
|
7.22
|
|
|
(2
|
)
|
|
$
|
4.63
|
|
|
(295
|
)
|
|
$
|
3.37
|
|
Outstanding, end of year
|
845
|
|
|
$
|
7.20
|
|
|
832
|
|
|
$
|
6.55
|
|
|
933
|
|
|
$
|
4.30
|
|
Nonvested, end of year
|
548
|
|
|
$
|
7.82
|
|
|
661
|
|
|
$
|
7.05
|
|
|
804
|
|
|
$
|
4.56
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
377
|
|
|
$
|
428
|
|
|
$
|
875
|
|
State and local
|
1,818
|
|
|
1,548
|
|
|
382
|
|
|||
Foreign
|
896
|
|
|
872
|
|
|
766
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
13,269
|
|
|
9,285
|
|
|
9,683
|
|
|||
State and local
|
(54
|
)
|
|
(185
|
)
|
|
1,740
|
|
|||
Release of valuation allowance
|
(270
|
)
|
|
(420
|
)
|
|
(661
|
)
|
|||
Total provision for income taxes
|
$
|
16,036
|
|
|
$
|
11,528
|
|
|
$
|
12,785
|
|
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
|||
Statutory provision rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
State and local taxes, net of federal income tax benefit
|
3
|
|
|
5
|
|
|
4
|
|
Foreign taxes, net of federal income tax benefit
|
1
|
|
|
1
|
|
|
1
|
|
Wage addback on income tax credits earned
|
2
|
|
|
3
|
|
|
2
|
|
General business credits generated
|
(6
|
)
|
|
(10
|
)
|
|
(7
|
)
|
Other
|
(1
|
)
|
|
(1
|
)
|
|
3
|
|
Release of valuation allowance
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
Effective tax rate
|
33
|
%
|
|
32
|
%
|
|
36
|
%
|
|
December 31, 2014
|
|
December 25, 2013
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Self-insurance accruals
|
$
|
9,063
|
|
|
$
|
9,457
|
|
Capitalized leases
|
2,103
|
|
|
2,365
|
|
||
Accrued exit cost
|
1,031
|
|
|
1,485
|
|
||
Fixed assets
|
5,426
|
|
|
10,430
|
|
||
Pension, other retirement and compensation plans
|
16,527
|
|
|
11,237
|
|
||
Other accruals
|
2,526
|
|
|
885
|
|
||
Alternative minimum tax credit carryforwards
|
7,811
|
|
|
10,344
|
|
||
General business credit carryforwards - state and federal
|
22,089
|
|
|
29,490
|
|
||
Net operating loss carryforwards - state
|
12,368
|
|
|
12,976
|
|
||
Total deferred tax assets before valuation allowance
|
78,944
|
|
|
88,669
|
|
||
Less: valuation allowance
|
(12,481
|
)
|
|
(12,751
|
)
|
||
Total deferred tax assets
|
66,463
|
|
|
75,918
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
(22,474
|
)
|
|
(22,950
|
)
|
||
Deferred finance costs
|
(177
|
)
|
|
(230
|
)
|
||
Interest rate swap
|
(250
|
)
|
|
(1,184
|
)
|
||
Total deferred tax liabilities
|
(22,901
|
)
|
|
(24,364
|
)
|
||
Net deferred tax asset
|
$
|
43,562
|
|
|
$
|
51,554
|
|
|
|
|
|
||||
Net deferred tax assets are classified as follows:
|
|
|
|
||||
Current
|
$
|
24,310
|
|
|
$
|
23,264
|
|
Noncurrent
|
19,252
|
|
|
28,290
|
|
||
Total
|
$
|
43,562
|
|
|
$
|
51,554
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Net income
|
$
|
32,725
|
|
|
$
|
24,572
|
|
|
$
|
22,309
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic
|
86,323
|
|
|
90,829
|
|
|
94,949
|
|
|||
Effect of dilutive share-based compensation awards
|
2,032
|
|
|
2,074
|
|
|
1,805
|
|
|||
Weighted average shares outstanding - diluted
|
88,355
|
|
|
92,903
|
|
|
96,754
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per share
|
$
|
0.38
|
|
|
$
|
0.27
|
|
|
$
|
0.23
|
|
Diluted net income per share
|
$
|
0.37
|
|
|
$
|
0.26
|
|
|
$
|
0.23
|
|
|
|
|
|
|
|
||||||
Anti-dilutive share-based compensation awards
|
218
|
|
|
331
|
|
|
748
|
|
|
Pensions
|
|
Derivatives
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance as of December 28, 2011
|
$
|
(24,813
|
)
|
|
$
|
—
|
|
|
$
|
(24,813
|
)
|
Benefit obligation actuarial loss
|
(4,802
|
)
|
|
—
|
|
|
(4,802
|
)
|
|||
Net gain
|
2,610
|
|
|
—
|
|
|
2,610
|
|
|||
Amortization of net loss
|
1,815
|
|
|
—
|
|
|
1,815
|
|
|||
Income tax benefit
|
191
|
|
|
—
|
|
|
191
|
|
|||
Balance as of December 26, 2012
|
$
|
(24,999
|
)
|
|
$
|
—
|
|
|
$
|
(24,999
|
)
|
Benefit obligation actuarial gain
|
7,873
|
|
|
—
|
|
|
7,873
|
|
|||
Net gain
|
876
|
|
|
—
|
|
|
876
|
|
|||
Amortization of net loss
|
1,724
|
|
|
—
|
|
|
1,724
|
|
|||
Net change in fair value of derivatives
|
—
|
|
|
3,032
|
|
|
3,032
|
|
|||
Income tax expense
|
(4,164
|
)
|
|
(1,184
|
)
|
|
(5,348
|
)
|
|||
Balance as of December 25, 2013
|
$
|
(18,690
|
)
|
|
$
|
1,848
|
|
|
$
|
(16,842
|
)
|
Benefit obligation actuarial loss
|
(12,611
|
)
|
|
—
|
|
|
(12,611
|
)
|
|||
Net gain
|
1,248
|
|
|
—
|
|
|
1,248
|
|
|||
Amortization of net loss
|
990
|
|
|
—
|
|
|
990
|
|
|||
Settlement loss recognized
|
50
|
|
|
—
|
|
|
50
|
|
|||
Net change in fair value of derivatives
|
—
|
|
|
(2,389
|
)
|
|
(2,389
|
)
|
|||
Income tax benefit
|
4,019
|
|
|
933
|
|
|
4,952
|
|
|||
Balance as of December 31, 2014
|
$
|
(24,994
|
)
|
|
$
|
392
|
|
|
$
|
(24,602
|
)
|
|
Purchase Obligations
|
||
|
(In thousands)
|
||
Payments due by period:
|
|
||
Less than 1 year
|
$
|
185,045
|
|
1-2 years
|
20,577
|
|
|
3-4 years
|
—
|
|
|
5 years and thereafter
|
—
|
|
|
Total
|
$
|
205,622
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 31, 2014
|
|
December 25, 2013
|
|
December 26, 2012
|
||||||
|
(In thousands)
|
||||||||||
Income taxes paid, net
|
$
|
3,802
|
|
|
$
|
2,777
|
|
|
$
|
2,034
|
|
Interest paid
|
$
|
8,170
|
|
|
$
|
9,336
|
|
|
$
|
12,918
|
|
|
|
|
|
|
|
||||||
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Notes received in connection with disposition
of property
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
290
|
|
Accrued purchase of property
|
$
|
635
|
|
|
$
|
1,575
|
|
|
$
|
1,570
|
|
Issuance of common stock, pursuant to share-based compensation plans
|
$
|
1,030
|
|
|
$
|
1,937
|
|
|
$
|
1,151
|
|
Execution of capital leases
|
$
|
3,300
|
|
|
$
|
5,663
|
|
|
$
|
2,643
|
|
Treasury stock payable
|
$
|
152
|
|
|
$
|
220
|
|
|
$
|
560
|
|
|
Fiscal Year Ended December 31, 2014
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Company restaurant sales
|
$
|
79,304
|
|
|
$
|
81,138
|
|
|
$
|
82,827
|
|
|
$
|
91,415
|
|
Franchise and licensing revenue
|
32,616
|
|
|
33,476
|
|
|
34,205
|
|
|
37,314
|
|
||||
Total operating revenue
|
111,920
|
|
|
114,614
|
|
|
117,032
|
|
|
128,729
|
|
||||
Total operating costs and expenses
|
100,648
|
|
|
99,669
|
|
|
102,323
|
|
|
112,324
|
|
||||
Operating income
|
$
|
11,272
|
|
|
$
|
14,945
|
|
|
$
|
14,709
|
|
|
$
|
16,405
|
|
Net income
|
$
|
6,431
|
|
|
$
|
8,273
|
|
|
$
|
8,343
|
|
|
$
|
9,678
|
|
Basic net income per share (a)
|
$
|
0.07
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.11
|
|
Diluted net income per share (a)
|
$
|
0.07
|
|
|
$
|
0.09
|
|
|
$
|
0.10
|
|
|
$
|
0.11
|
|
(a)
|
Per share amounts do not necessarily sum to the total year amounts due to changes in shares outstanding and rounding.
|
|
Fiscal Year Ended December 25, 2013
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Company restaurant sales
|
$
|
81,030
|
|
|
$
|
82,841
|
|
|
$
|
83,371
|
|
|
$
|
81,092
|
|
Franchise and licensing revenue
|
33,460
|
|
|
33,730
|
|
|
33,904
|
|
|
33,165
|
|
||||
Total operating revenue
|
114,490
|
|
|
116,571
|
|
|
117,275
|
|
|
114,257
|
|
||||
Total operating costs and expenses
|
101,039
|
|
|
103,957
|
|
|
103,750
|
|
|
106,326
|
|
||||
Operating income
|
$
|
13,451
|
|
|
$
|
12,614
|
|
|
$
|
13,525
|
|
|
$
|
7,931
|
|
Net income
|
$
|
7,081
|
|
|
$
|
6,198
|
|
|
$
|
7,031
|
|
|
$
|
4,262
|
|
Basic net income per share (a)
|
$
|
0.08
|
|
|
$
|
0.07
|
|
|
$
|
0.08
|
|
|
$
|
0.05
|
|
Diluted net income per share (a)
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.08
|
|
|
$
|
0.05
|
|
(a)
|
Per share amounts do not necessarily sum to the total year amounts due to changes in shares outstanding and rounding.
|
|
DENNY'S CORPORATION
|
|
|
BY:
|
/s/ F. Mark Wolfinger
|
|
F. Mark Wolfinger
|
|
Executive Vice President,
Chief Administrative Officer and
Chief Financial Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ John C. Miller
|
Chief Executive Officer, President and Director
|
March 13, 2015
|
(John C. Miller)
|
(Principal Executive Officer)
|
|
|
|
|
/s/ F. Mark Wolfinger
|
Executive Vice President, Chief Administrative Officer,
Chief Financial Officer and Director
|
March 13, 2015
|
(F. Mark Wolfinger)
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Jay C. Gilmore
|
Vice President, Chief Accounting Officer and Corporate Controller
|
March 13, 2015
|
(Jay C. Gilmore)
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ Debra Smithart-Oglesby
|
Director and Chair of the Board of Directors
|
March 13, 2015
|
(Debra Smithart-Oglesby)
|
|
|
|
|
|
/s/ Gregg. R. Dedrick
|
Director
|
March 13, 2015
|
(Gregg R. Dedrick)
|
|
|
|
|
|
/s/ José M. Gutiérrez
|
Director
|
March 13, 2015
|
(José M. Gutiérrez)
|
|
|
|
|
|
/s/ George W. Haywood
|
Director
|
March 13, 2015
|
(George W. Haywood)
|
|
|
|
|
|
/s/ Brenda J. Lauderback
|
Director
|
March 13, 2015
|
(Brenda J. Lauderback)
|
|
|
|
|
|
/s/ Robert E. Marks
|
Director
|
March 13, 2015
|
(Robert E. Marks)
|
|
|
|
|
|
/s/ Louis P. Neeb
|
Director
|
March 13, 2015
|
(Louis P. Neeb)
|
|
|
|
|
|
/s/ Donald C. Robinson
|
Director
|
March 13, 2015
|
(Donald C. Robinson)
|
|
|
|
|
|
/s/ Laysha Ward
|
Director
|
March 13, 2015
|
(Laysha Ward)
|
|
|
Vesting Schedule:
|
100% vested ___________ (1
st
|
Subsidiaries of Denny's Corporation
|
|
|
|
Name
|
State of Incorporation
|
Denny's, Inc.
|
Florida
|
DFO, LLC
|
Delaware
|
Denny's Realty, LLC
|
Delaware
|
|
|
|
|
Date: March 13, 2015
|
By:
|
/s/ John C. Miller
|
|
|
|
John C. Miller
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
Date: March 13, 2015
|
By:
|
/s/ F. Mark Wolfinger
|
|
|
|
F. Mark Wolfinger
|
|
|
|
Executive Vice President,
|
|
|
|
Chief Administrative Officer and
|
|
|
|
Chief Financial Officer
|
|
Date: March 13, 2015
|
By:
|
/s/ John C. Miller
|
|
|
|
John C. Miller
|
|
|
|
President and Chief Executive Officer
|
|
Date: March 13, 2015
|
By:
|
/s/ F. Mark Wolfinger
|
|
|
|
F. Mark Wolfinger
|
|
|
|
Executive Vice President,
|
|
|
|
Chief Administrative Officer and
|
|
|
|
Chief Financial Officer
|
|