Delaware
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13-3487402
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization
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Identification No.)
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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(Do not check if a smaller
reporting company)
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Page
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June 28, 2017
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December 28, 2016
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||||
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(In thousands)
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||||||
Assets
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||||
Current assets:
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||||
Cash and cash equivalents
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$
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1,668
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$
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2,592
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Receivables
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16,742
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19,841
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Inventories
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3,047
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3,046
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Assets held for sale
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732
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1,020
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Prepaid and other current assets
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5,821
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9,408
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Total current assets
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28,010
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35,907
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Property, net of accumulated depreciation of $239,689 and $255,185, respectively
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135,653
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133,102
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Goodwill
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36,308
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35,233
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Intangible assets, net
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56,391
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54,493
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Deferred financing costs, net
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1,639
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1,936
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Deferred income taxes
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21,754
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17,683
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Other noncurrent assets
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27,149
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27,797
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Total assets
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$
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306,904
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$
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306,151
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Liabilities
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Current liabilities:
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Current maturities of capital lease obligations
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$
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3,324
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$
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3,285
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Accounts payable
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21,428
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25,289
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Other current liabilities
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56,521
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64,796
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Total current liabilities
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81,273
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93,370
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Long-term liabilities:
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Long-term debt, less current maturities
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235,000
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218,500
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Capital lease obligations, less current maturities
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26,362
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23,806
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Liability for insurance claims, less current portion
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14,635
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14,853
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Other noncurrent liabilities
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29,533
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26,734
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Total long-term liabilities
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305,530
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283,893
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Total liabilities
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386,803
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377,263
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Commitments and contingencies
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Shareholders' equity (deficit)
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Common stock $0.01 par value; shares authorized - 135,000; June 28, 2017: 107,540 shares issued and 68,183 shares outstanding; December 28, 2016: 107,115 shares issued and 71,358 shares outstanding
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$
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1,075
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$
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1,071
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Paid-in capital
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589,351
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577,951
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Deficit
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(357,301
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)
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(382,843
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)
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Accumulated other comprehensive loss, net of tax
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(3,546
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)
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(1,407
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)
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Shareholders’ equity before treasury stock
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229,579
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194,772
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Treasury stock, at cost, 39,357 and 35,757 shares, respectively
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(309,478
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)
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(265,884
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)
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Total shareholders' deficit
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(79,899
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)
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(71,112
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)
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Total liabilities and shareholders' deficit
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$
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306,904
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$
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306,151
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Quarter Ended
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Two Quarters Ended
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||||||||||||
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June 28, 2017
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June 29, 2016
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June 28, 2017
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June 29, 2016
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(In thousands, except per share amounts)
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||||||||||||||
Revenue:
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Company restaurant sales
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$
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98,355
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$
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89,210
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$
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192,134
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$
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179,596
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Franchise and license revenue
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35,021
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35,105
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69,152
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69,361
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Total operating revenue
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133,376
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124,315
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261,286
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248,957
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Costs of company restaurant sales:
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Product costs
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24,769
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21,781
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47,902
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44,434
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Payroll and benefits
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38,492
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34,088
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75,889
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68,549
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Occupancy
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5,503
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4,993
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10,237
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9,793
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Other operating expenses
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12,933
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11,975
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25,504
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24,172
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Total costs of company restaurant sales
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81,697
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72,837
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159,532
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146,948
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Costs of franchise and license revenue
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10,244
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10,759
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19,990
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20,762
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General and administrative expenses
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16,581
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16,206
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34,090
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33,133
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Depreciation and amortization
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5,799
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5,105
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11,535
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10,598
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Operating (gains), losses and other charges, net
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2,046
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24,241
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2,829
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24,116
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Total operating costs and expenses, net
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116,367
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129,148
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227,976
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235,557
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Operating income (loss)
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17,009
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(4,833
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)
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33,310
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13,400
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Interest expense, net
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3,740
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3,014
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7,281
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5,788
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Other nonoperating income, net
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(410
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)
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(119
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)
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(767
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)
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(92
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)
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Net income (loss) before income taxes
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13,679
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(7,728
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)
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26,796
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7,704
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Provision for income taxes
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4,930
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3,824
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9,674
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9,302
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Net income (loss)
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$
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8,749
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$
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(11,552
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)
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$
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17,122
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$
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(1,598
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)
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Basic net income (loss) per share
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$
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0.13
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$
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(0.15
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)
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$
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0.24
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$
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(0.02
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)
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Diluted net income (loss) per share
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$
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0.12
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$
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(0.15
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)
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$
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0.24
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$
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(0.02
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)
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Basic weighted average shares outstanding
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69,407
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76,730
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70,205
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76,895
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Diluted weighted average shares outstanding
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71,661
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76,730
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72,459
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76,895
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Quarter Ended
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Two Quarters Ended
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||||||||||||
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June 28, 2017
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June 29, 2016
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June 28, 2017
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June 29, 2016
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(In thousands)
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||||||||||||||
Net income (loss)
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$
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8,749
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$
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(11,552
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)
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$
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17,122
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$
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(1,598
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)
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Other comprehensive income, net of tax:
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Minimum pension liability adjustment, net of tax of $9, $2,152, $18 and $2,160
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14
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21,825
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28
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21,838
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Recognition of unrealized loss on hedge transactions, net of tax of $(985), $(2,057), $(1,382) and $(5,054)
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(1,544
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)
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(3,221
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)
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(2,167
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)
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(7,914
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)
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||||
Other comprehensive (loss) income
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(1,530
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)
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18,604
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(2,139
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)
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13,924
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||||
Total comprehensive income
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$
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7,219
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$
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7,052
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$
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14,983
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$
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12,326
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Common Stock
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Treasury Stock
|
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Paid-in Capital
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Deficit
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Accumulated
Other
Comprehensive
Loss, Net
|
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Total
Shareholders’
Deficit
|
||||||||||||||||||
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Shares
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Amount
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Shares
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Amount
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||||||||||||||||||
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(In thousands)
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||||||||||||||||||||||||||||
Balance, December 28, 2016
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107,115
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$
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1,071
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(35,757
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)
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$
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(265,884
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)
|
|
$
|
577,951
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|
|
$
|
(382,843
|
)
|
|
$
|
(1,407
|
)
|
|
$
|
(71,112
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)
|
Cumulative effect adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
551
|
|
|
8,420
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|
|
—
|
|
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8,971
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|
||||||
Net income
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—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
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17,122
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|
|
—
|
|
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17,122
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,139
|
)
|
|
(2,139
|
)
|
||||||
Share-based compensation on equity classified awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,834
|
|
|
—
|
|
|
—
|
|
|
3,834
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
(3,046
|
)
|
|
(36,710
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,710
|
)
|
||||||
Equity forward contract settlement
|
—
|
|
|
—
|
|
|
(554
|
)
|
|
(6,884
|
)
|
|
6,884
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of common stock for share-based compensation
|
398
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of common stock options
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
—
|
|
|
135
|
|
||||||
Balance, June 28, 2017
|
107,540
|
|
|
$
|
1,075
|
|
|
(39,357
|
)
|
|
$
|
(309,478
|
)
|
|
$
|
589,351
|
|
|
$
|
(357,301
|
)
|
|
$
|
(3,546
|
)
|
|
$
|
(79,899
|
)
|
|
Two Quarters Ended
|
||||||
|
June 28, 2017
|
|
June 29, 2016
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
17,122
|
|
|
$
|
(1,598
|
)
|
Adjustments to reconcile net income (loss) to cash flows provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
11,535
|
|
|
10,598
|
|
||
Operating (gains), losses and other charges, net
|
2,829
|
|
|
24,116
|
|
||
Amortization of deferred financing costs
|
297
|
|
|
296
|
|
||
(Gain) loss on early extinguishments of debt and leases
|
68
|
|
|
(52
|
)
|
||
Deferred income tax expense
|
6,291
|
|
|
5,390
|
|
||
Share-based compensation
|
4,053
|
|
|
3,850
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Decrease (increase) in assets:
|
|
|
|
||||
Receivables
|
3,741
|
|
|
2,455
|
|
||
Inventories
|
(1
|
)
|
|
322
|
|
||
Other current assets
|
3,587
|
|
|
7,275
|
|
||
Other assets
|
(3,869
|
)
|
|
(1,113
|
)
|
||
Increase (decrease) in liabilities:
|
|
|
|
||||
Accounts payable
|
(1,986
|
)
|
|
(671
|
)
|
||
Accrued salaries and vacations
|
(9,692
|
)
|
|
(12,730
|
)
|
||
Accrued taxes
|
276
|
|
|
94
|
|
||
Other accrued liabilities
|
(365
|
)
|
|
(13,405
|
)
|
||
Other noncurrent liabilities
|
(1,068
|
)
|
|
(1,975
|
)
|
||
Net cash flows provided by operating activities
|
32,818
|
|
|
22,852
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(8,208
|
)
|
|
(7,973
|
)
|
||
Acquisition of restaurants and real estate
|
(6,871
|
)
|
|
(1,476
|
)
|
||
Proceeds from disposition of property
|
1,032
|
|
|
1,883
|
|
||
Collections on notes receivable
|
3,186
|
|
|
730
|
|
||
Issuance of notes receivable
|
(1,825
|
)
|
|
(637
|
)
|
||
Net cash flows used in investing activities
|
(12,686
|
)
|
|
(7,473
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Revolver borrowings
|
58,500
|
|
|
30,000
|
|
||
Revolver payments
|
(42,000
|
)
|
|
(27,000
|
)
|
||
Long-term debt payments
|
(1,633
|
)
|
|
(1,555
|
)
|
||
Proceeds from exercise of stock options
|
135
|
|
|
323
|
|
||
Purchase of treasury stock
|
(35,629
|
)
|
|
(7,764
|
)
|
||
Net bank overdrafts
|
(429
|
)
|
|
(4,361
|
)
|
||
Net cash flows used in financing activities
|
(21,056
|
)
|
|
(10,357
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(924
|
)
|
|
5,022
|
|
||
Cash and cash equivalents at beginning of period
|
2,592
|
|
|
1,671
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,668
|
|
|
$
|
6,693
|
|
|
June 28, 2017
|
|
December 28, 2016
|
||||
|
(In thousands)
|
||||||
Current assets:
|
|
|
|
||||
Receivables:
|
|
|
|
||||
Trade accounts receivable from franchisees
|
$
|
10,088
|
|
|
$
|
10,513
|
|
Financing receivables from franchisees
|
3,397
|
|
|
2,804
|
|
||
Vendor receivables
|
1,844
|
|
|
3,865
|
|
||
Credit card receivables
|
1,379
|
|
|
1,678
|
|
||
Other
|
314
|
|
|
1,261
|
|
||
Allowance for doubtful accounts
|
(280
|
)
|
|
(280
|
)
|
||
Total current receivables, net
|
$
|
16,742
|
|
|
$
|
19,841
|
|
|
|
|
|
||||
Noncurrent assets (included as a component of other noncurrent assets):
|
|
|
|
||||
Financing receivables from franchisees
|
$
|
480
|
|
|
$
|
732
|
|
|
(In thousands)
|
||
Balance, December 28, 2016
|
$
|
35,233
|
|
Additions related to acquisition
|
1,060
|
|
|
Adjustments related to the sale of restaurants
|
15
|
|
|
Balance, June 28, 2017
|
$
|
36,308
|
|
|
June 28, 2017
|
|
December 28, 2016
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
|
(In thousands)
|
||||||||||||||
Intangible assets with indefinite lives:
|
|
|
|
|
|
|
|
||||||||
Trade names
|
$
|
44,077
|
|
|
$
|
—
|
|
|
$
|
44,076
|
|
|
$
|
—
|
|
Liquor licenses
|
166
|
|
|
—
|
|
|
166
|
|
|
—
|
|
||||
Intangible assets with definite lives:
|
|
|
|
|
|
|
|
||||||||
Franchise and license agreements
|
—
|
|
|
—
|
|
|
190
|
|
|
186
|
|
||||
Reacquired franchise rights
|
14,175
|
|
|
2,027
|
|
|
11,498
|
|
|
1,251
|
|
||||
Intangible assets
|
$
|
58,418
|
|
|
$
|
2,027
|
|
|
$
|
55,930
|
|
|
$
|
1,437
|
|
|
June 28, 2017
|
|
December 28, 2016
|
||||
|
(In thousands)
|
||||||
Accrued salaries and vacation
|
$
|
17,693
|
|
|
$
|
27,056
|
|
Accrued insurance, primarily current portion of liability for insurance claims
|
6,528
|
|
|
6,651
|
|
||
Accrued taxes
|
7,683
|
|
|
7,407
|
|
||
Accrued advertising
|
8,759
|
|
|
8,051
|
|
||
Gift cards
|
4,602
|
|
|
5,474
|
|
||
Other
|
11,256
|
|
|
10,157
|
|
||
Other current liabilities
|
$
|
56,521
|
|
|
$
|
64,796
|
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||
|
June 28, 2017
|
|
June 29, 2016
|
|
June 28, 2017
|
|
June 29, 2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Pension settlement loss
|
$
|
—
|
|
|
$
|
24,297
|
|
|
$
|
—
|
|
|
$
|
24,297
|
|
Software implementation costs
|
1,544
|
|
|
—
|
|
|
3,668
|
|
|
—
|
|
||||
Losses (gains) on sales of assets and other, net
|
205
|
|
|
(43
|
)
|
|
(1,235
|
)
|
|
(687
|
)
|
||||
Restructuring charges and exit costs
|
297
|
|
|
(13
|
)
|
|
396
|
|
|
506
|
|
||||
Operating (gains), losses and other charges, net
|
$
|
2,046
|
|
|
$
|
24,241
|
|
|
$
|
2,829
|
|
|
$
|
24,116
|
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||
|
June 28, 2017
|
|
June 29, 2016
|
|
June 28, 2017
|
|
June 29, 2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Exit costs
|
$
|
295
|
|
|
$
|
(36
|
)
|
|
$
|
326
|
|
|
$
|
115
|
|
Severance and other restructuring charges
|
2
|
|
|
23
|
|
|
70
|
|
|
391
|
|
||||
Total restructuring charges and exit costs
|
$
|
297
|
|
|
$
|
(13
|
)
|
|
$
|
396
|
|
|
$
|
506
|
|
|
(In thousands)
|
||
Balance, December 28, 2016
|
$
|
1,896
|
|
Exit costs
(1)
|
326
|
|
|
Payments, net of sublease receipts
|
(928
|
)
|
|
Interest accretion
|
49
|
|
|
Balance, June 28, 2017
|
1,343
|
|
|
Less current portion included in other current liabilities
|
319
|
|
|
Long-term portion included in other noncurrent liabilities
|
$
|
1,024
|
|
(1)
|
Included as a component of operating (gains), losses and other charges, net.
|
|
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 June 28, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan investments
(1)
|
$
|
11,818
|
|
|
$
|
11,818
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
market approach
|
Interest rate swaps, net
(2)
|
(4,305
|
)
|
|
—
|
|
|
(4,305
|
)
|
|
—
|
|
|
income approach
|
||||
Total
|
$
|
7,513
|
|
|
$
|
11,818
|
|
|
$
|
(4,305
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value measurements as of December 28, 2016:
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan investments
(1)
|
$
|
11,248
|
|
|
$
|
11,248
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
market approach
|
Interest rate swaps
(2)
|
(756
|
)
|
|
—
|
|
|
(756
|
)
|
|
—
|
|
|
income approach
|
||||
Total
|
$
|
10,492
|
|
|
$
|
11,248
|
|
|
$
|
(756
|
)
|
|
$
|
—
|
|
|
|
(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 8 for details on the interest rate swaps.
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Impairment Charges
|
|
Valuation Technique
|
||||
|
(In thousands)
|
|
|
||||||
Fair value measurements as of June 28, 2017:
|
|
|
|
|
|
||||
Assets held for sale
(1)
|
$
|
732
|
|
|
$
|
—
|
|
|
market approach
|
|
|
|
|
|
|
||||
Fair value measurements as of December 28, 2016:
|
|
|
|
|
|
||||
Assets held for sale
(1)
|
$
|
1,020
|
|
|
$
|
1,098
|
|
|
market approach
|
(1)
|
As of June 28, 2017 and December 28, 2016, assets were classified as assets held for sale and, if necessary, were written down to their fair value. The fair value of assets held for sale is based upon Level 2 inputs, which include sales agreements.
|
Period Covered
|
|
Notional Amount
|
|
Fixed Rate
|
|||
|
|
(In thousands)
|
|
|
|||
March 31, 2015 - March 29, 2018
|
|
$
|
120,000
|
|
|
3.13
|
%
|
March 29, 2018 - March 31, 2025
|
|
170,000
|
|
|
4.44
|
%
|
|
April 1, 2025 - March 31, 2026
|
|
50,000
|
|
|
4.46
|
%
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||
|
June 28, 2017
|
|
June 29, 2016
|
|
June 28, 2017
|
|
June 29, 2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Pension Plan:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
105
|
|
Net periodic benefit cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
105
|
|
|
|
|
|
|
|
|
|
||||||||
Other Defined Benefit Plans:
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
$
|
21
|
|
|
$
|
23
|
|
|
$
|
42
|
|
|
$
|
46
|
|
Amortization of net loss
|
23
|
|
|
22
|
|
|
46
|
|
|
43
|
|
||||
Net periodic benefit cost
|
$
|
44
|
|
|
$
|
45
|
|
|
$
|
88
|
|
|
$
|
89
|
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||
|
June 28, 2017
|
|
June 29, 2016
|
|
June 28, 2017
|
|
June 29, 2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Performance share awards
|
$
|
1,904
|
|
|
$
|
1,688
|
|
|
$
|
3,844
|
|
|
$
|
3,422
|
|
Restricted stock units for board members
|
176
|
|
|
214
|
|
|
209
|
|
|
428
|
|
||||
Total share-based compensation
|
$
|
2,080
|
|
|
$
|
1,902
|
|
|
$
|
4,053
|
|
|
$
|
3,850
|
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||
|
June 28, 2017
|
|
June 29, 2016
|
|
June 28, 2017
|
|
June 29, 2016
|
||||||||
|
|
|
|
|
(In thousands, except for per share amounts)
|
||||||||||
Net income (loss)
|
$
|
8,749
|
|
|
$
|
(11,552
|
)
|
|
$
|
17,122
|
|
|
$
|
(1,598
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - basic
|
69,407
|
|
|
76,730
|
|
|
70,205
|
|
|
76,895
|
|
||||
Effect of dilutive share-based compensation awards
|
2,254
|
|
|
—
|
|
|
2,254
|
|
|
—
|
|
||||
Weighted average shares outstanding - diluted
|
71,661
|
|
|
76,730
|
|
|
72,459
|
|
|
76,895
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share
|
$
|
0.13
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.02
|
)
|
Diluted net income (loss) per share
|
$
|
0.12
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive share-based compensation awards
|
606
|
|
|
2,636
|
|
|
606
|
|
|
2,636
|
|
|
Two Quarters Ended
|
||||||
|
June 28, 2017
|
|
June 29, 2016
|
||||
|
(In thousands)
|
||||||
Income taxes paid, net
|
$
|
2,668
|
|
|
$
|
938
|
|
Interest paid
|
$
|
6,718
|
|
|
$
|
5,215
|
|
|
|
|
|
||||
Noncash investing and financing activities:
|
|
|
|
||||
Property acquisition payable
|
$
|
—
|
|
|
$
|
2,973
|
|
Issuance of common stock, pursuant to share-based compensation plans
|
$
|
4,961
|
|
|
$
|
3,597
|
|
Execution of capital leases
|
$
|
4,225
|
|
|
$
|
4,623
|
|
Treasury stock payable
|
$
|
1,394
|
|
|
$
|
147
|
|
Notes received in connection with disposition of property
|
$
|
1,750
|
|
|
$
|
—
|
|
|
Pensions
|
|
Derivatives
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance as of December 28, 2016
|
$
|
(945
|
)
|
|
$
|
(462
|
)
|
|
$
|
(1,407
|
)
|
Amortization of net loss
(1)
|
46
|
|
|
—
|
|
|
46
|
|
|||
Net change in fair value of derivatives
|
—
|
|
|
(3,403
|
)
|
|
(3,403
|
)
|
|||
Reclassification of derivatives to interest expense
(2)
|
—
|
|
|
(146
|
)
|
|
(146
|
)
|
|||
Income tax (expense) benefit related to items of other comprehensive loss
|
(18
|
)
|
|
1,382
|
|
|
1,364
|
|
|||
Balance as of June 28, 2017
|
$
|
(917
|
)
|
|
$
|
(2,629
|
)
|
|
$
|
(3,546
|
)
|
(1)
|
Before-tax amount related to our Other 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
two quarters ended June 28, 2017
. See Note 9 for additional details.
|
(2)
|
Amounts reclassified from accumulated other comprehensive loss into income, represent payments made to the counterparty for the effective portions of the interest rate swaps. These amounts are included as a component of interest expense in our Condensed Consolidated Statements of Income. We expect to reclassify approximately
$0.7 million
from accumulated other comprehensive loss related to our interest rate swaps during the next twelve months. See Note 8 for additional details.
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||||||||||||||
|
June 28, 2017
|
|
June 29, 2016
|
|
June 28, 2017
|
|
June 29, 2016
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Company restaurant sales
|
$
|
98,355
|
|
|
73.7
|
%
|
|
$
|
89,210
|
|
|
71.8
|
%
|
|
$
|
192,134
|
|
|
73.5
|
%
|
|
$
|
179,596
|
|
|
72.1
|
%
|
Franchise and license revenue
|
35,021
|
|
|
26.3
|
%
|
|
35,105
|
|
|
28.2
|
%
|
|
69,152
|
|
|
26.5
|
%
|
|
69,361
|
|
|
27.9
|
%
|
||||
Total operating revenue
|
133,376
|
|
|
100.0
|
%
|
|
124,315
|
|
|
100.0
|
%
|
|
261,286
|
|
|
100.0
|
%
|
|
248,957
|
|
|
100.0
|
%
|
||||
Costs of company restaurant sales (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Product costs
|
24,769
|
|
|
25.2
|
%
|
|
21,781
|
|
|
24.4
|
%
|
|
47,902
|
|
|
24.9
|
%
|
|
44,434
|
|
|
24.7
|
%
|
||||
Payroll and benefits
|
38,492
|
|
|
39.1
|
%
|
|
34,088
|
|
|
38.2
|
%
|
|
75,889
|
|
|
39.5
|
%
|
|
68,549
|
|
|
38.2
|
%
|
||||
Occupancy
|
5,503
|
|
|
5.6
|
%
|
|
4,993
|
|
|
5.6
|
%
|
|
10,237
|
|
|
5.3
|
%
|
|
9,793
|
|
|
5.5
|
%
|
||||
Other operating expenses
|
12,933
|
|
|
13.1
|
%
|
|
11,975
|
|
|
13.4
|
%
|
|
25,504
|
|
|
13.3
|
%
|
|
24,172
|
|
|
13.5
|
%
|
||||
Total costs of company restaurant sales
|
81,697
|
|
|
83.1
|
%
|
|
72,837
|
|
|
81.6
|
%
|
|
159,532
|
|
|
83.0
|
%
|
|
146,948
|
|
|
81.8
|
%
|
||||
Costs of franchise and license revenue
(a)
|
10,244
|
|
|
29.3
|
%
|
|
10,759
|
|
|
30.6
|
%
|
|
19,990
|
|
|
28.9
|
%
|
|
20,762
|
|
|
29.9
|
%
|
||||
General and administrative expenses
|
16,581
|
|
|
12.4
|
%
|
|
16,206
|
|
|
13.0
|
%
|
|
34,090
|
|
|
13.0
|
%
|
|
33,133
|
|
|
13.3
|
%
|
||||
Depreciation and amortization
|
5,799
|
|
|
4.3
|
%
|
|
5,105
|
|
|
4.1
|
%
|
|
11,535
|
|
|
4.4
|
%
|
|
10,598
|
|
|
4.3
|
%
|
||||
Operating (gains), losses and other charges, net
|
2,046
|
|
|
1.5
|
%
|
|
24,241
|
|
|
19.5
|
%
|
|
2,829
|
|
|
1.1
|
%
|
|
24,116
|
|
|
9.7
|
%
|
||||
Total operating costs and expenses, net
|
116,367
|
|
|
87.2
|
%
|
|
129,148
|
|
|
103.9
|
%
|
|
227,976
|
|
|
87.3
|
%
|
|
235,557
|
|
|
94.6
|
%
|
||||
Operating income (loss)
|
17,009
|
|
|
12.8
|
%
|
|
(4,833
|
)
|
|
(3.9
|
)%
|
|
33,310
|
|
|
12.7
|
%
|
|
13,400
|
|
|
5.4
|
%
|
||||
Interest expense, net
|
3,740
|
|
|
2.8
|
%
|
|
3,014
|
|
|
2.4
|
%
|
|
7,281
|
|
|
2.8
|
%
|
|
5,788
|
|
|
2.3
|
%
|
||||
Other nonoperating (income) expense, net
|
(410
|
)
|
|
(0.3
|
)%
|
|
(119
|
)
|
|
(0.1
|
)%
|
|
(767
|
)
|
|
(0.3
|
)%
|
|
(92
|
)
|
|
0.0
|
%
|
||||
Net income (loss) before income taxes
|
13,679
|
|
|
10.3
|
%
|
|
(7,728
|
)
|
|
(6.2
|
)%
|
|
26,796
|
|
|
10.3
|
%
|
|
7,704
|
|
|
3.1
|
%
|
||||
Provision for income taxes
|
4,930
|
|
|
3.7
|
%
|
|
3,824
|
|
|
3.1
|
%
|
|
9,674
|
|
|
3.7
|
%
|
|
9,302
|
|
|
3.7
|
%
|
||||
Net income (loss)
|
$
|
8,749
|
|
|
6.6
|
%
|
|
$
|
(11,552
|
)
|
|
(9.3
|
)%
|
|
$
|
17,122
|
|
|
6.6
|
%
|
|
$
|
(1,598
|
)
|
|
(0.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Company average unit sales
|
$
|
576
|
|
|
|
|
|
$
|
562
|
|
|
|
|
|
$
|
1,129
|
|
|
|
|
|
$
|
1,116
|
|
|
|
|
Franchise average unit sales
|
$
|
400
|
|
|
|
|
|
$
|
390
|
|
|
|
|
|
$
|
785
|
|
|
|
|
|
$
|
778
|
|
|
|
|
Company equivalent units (b)
|
171
|
|
|
|
|
|
159
|
|
|
|
|
|
170
|
|
|
|
|
|
161
|
|
|
|
|
||||
Franchise equivalent units (b)
|
1,559
|
|
|
|
|
|
1,555
|
|
|
|
|
|
1,560
|
|
|
|
|
|
1,551
|
|
|
|
|
||||
Company same-store sales increase (decrease) (c)(d)
|
2.7
|
%
|
|
|
|
|
(0.1
|
)%
|
|
|
|
|
0.6
|
%
|
|
|
|
|
1.7
|
%
|
|
|
|
||||
Domestic franchise same-store sales increase (decrease) (c)(d)
|
2.6
|
%
|
|
|
|
|
(0.5
|
)%
|
|
|
|
|
0.8
|
%
|
|
|
|
|
0.9
|
%
|
|
|
|
(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
2017
comparable units.
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||
|
June 28, 2017
|
|
June 29, 2016
|
|
June 28, 2017
|
|
June 29, 2016
|
||||
Company restaurants, beginning of period
|
172
|
|
|
162
|
|
|
169
|
|
|
164
|
|
Units opened
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Units acquired from franchisees
|
3
|
|
|
2
|
|
|
6
|
|
|
3
|
|
Units sold to franchisees
|
(4
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|
(6
|
)
|
Units closed
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
End of period
|
172
|
|
|
162
|
|
|
172
|
|
|
162
|
|
|
|
|
|
|
|
|
|
||||
Franchised and licensed restaurants, beginning of period
|
1,559
|
|
|
1,551
|
|
|
1,564
|
|
|
1,546
|
|
Units opened
|
7
|
|
|
13
|
|
|
15
|
|
|
24
|
|
Units purchased from Company
|
4
|
|
|
2
|
|
|
4
|
|
|
6
|
|
Units acquired by Company
|
(3
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|
(3
|
)
|
Units closed
|
(15
|
)
|
|
(6
|
)
|
|
(25
|
)
|
|
(15
|
)
|
End of period
|
1,552
|
|
|
1,558
|
|
|
1,552
|
|
|
1,558
|
|
Total restaurants, end of period
|
1,724
|
|
|
1,720
|
|
|
1,724
|
|
|
1,720
|
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||||||||||||||
|
June 28, 2017
|
|
June 29, 2016
|
|
June 28, 2017
|
|
June 29, 2016
|
||||||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Utilities
|
$
|
3,053
|
|
|
3.1
|
%
|
|
$
|
2,852
|
|
|
3.2
|
%
|
|
$
|
6,106
|
|
|
3.2
|
%
|
|
$
|
5,803
|
|
|
3.2
|
%
|
Repairs and maintenance
|
1,667
|
|
|
1.7
|
%
|
|
1,732
|
|
|
1.9
|
%
|
|
3,330
|
|
|
1.7
|
%
|
|
3,334
|
|
|
1.9
|
%
|
||||
Marketing
|
3,621
|
|
|
3.7
|
%
|
|
3,381
|
|
|
3.8
|
%
|
|
7,242
|
|
|
3.8
|
%
|
|
6,623
|
|
|
3.7
|
%
|
||||
Other direct costs
|
4,592
|
|
|
4.7
|
%
|
|
4,010
|
|
|
4.5
|
%
|
|
8,826
|
|
|
4.6
|
%
|
|
8,412
|
|
|
4.7
|
%
|
||||
Other operating expenses
|
$
|
12,933
|
|
|
13.1
|
%
|
|
$
|
11,975
|
|
|
13.4
|
%
|
|
$
|
25,504
|
|
|
13.3
|
%
|
|
$
|
24,172
|
|
|
13.5
|
%
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||||||||||||||
|
June 28, 2017
|
|
June 29, 2016
|
|
June 28, 2017
|
|
June 29, 2016
|
||||||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Royalties
|
$
|
25,338
|
|
|
72.4
|
%
|
|
$
|
24,511
|
|
|
69.8
|
%
|
|
$
|
49,882
|
|
|
72.1
|
%
|
|
$
|
48,655
|
|
|
70.1
|
%
|
Initial fees
|
588
|
|
|
1.7
|
%
|
|
798
|
|
|
2.3
|
%
|
|
1,072
|
|
|
1.6
|
%
|
|
1,324
|
|
|
1.9
|
%
|
||||
Occupancy revenue
|
9,095
|
|
|
26.0
|
%
|
|
9,796
|
|
|
27.9
|
%
|
|
18,198
|
|
|
26.3
|
%
|
|
19,382
|
|
|
28.0
|
%
|
||||
Franchise and license revenue
|
$
|
35,021
|
|
|
100.0
|
%
|
|
$
|
35,105
|
|
|
100.0
|
%
|
|
$
|
69,152
|
|
|
100.0
|
%
|
|
$
|
69,361
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Occupancy costs
|
$
|
6,571
|
|
|
18.8
|
%
|
|
$
|
7,287
|
|
|
20.8
|
%
|
|
$
|
13,077
|
|
|
18.9
|
%
|
|
$
|
14,350
|
|
|
20.7
|
%
|
Other direct costs
|
3,673
|
|
|
10.5
|
%
|
|
3,472
|
|
|
9.9
|
%
|
|
6,913
|
|
|
10.0
|
%
|
|
6,412
|
|
|
9.2
|
%
|
||||
Costs of franchise and license revenue
|
$
|
10,244
|
|
|
29.3
|
%
|
|
$
|
10,759
|
|
|
30.6
|
%
|
|
$
|
19,990
|
|
|
28.9
|
%
|
|
$
|
20,762
|
|
|
29.9
|
%
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||
|
June 28, 2017
|
|
June 29, 2016
|
|
June 28, 2017
|
|
June 29, 2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Share-based compensation
|
$
|
2,080
|
|
|
$
|
1,902
|
|
|
$
|
4,053
|
|
|
$
|
3,850
|
|
Other general and administrative expenses
|
14,501
|
|
|
14,304
|
|
|
30,037
|
|
|
29,283
|
|
||||
Total general and administrative expenses
|
$
|
16,581
|
|
|
$
|
16,206
|
|
|
$
|
34,090
|
|
|
$
|
33,133
|
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||
|
June 28, 2017
|
|
June 29, 2016
|
|
June 28, 2017
|
|
June 29, 2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Depreciation of property and equipment
|
$
|
4,233
|
|
|
$
|
3,928
|
|
|
$
|
8,450
|
|
|
$
|
8,279
|
|
Amortization of capital lease assets
|
996
|
|
|
862
|
|
|
1,990
|
|
|
1,688
|
|
||||
Amortization of intangible and other assets
|
570
|
|
|
315
|
|
|
1,095
|
|
|
631
|
|
||||
Total depreciation and amortization expense
|
$
|
5,799
|
|
|
$
|
5,105
|
|
|
$
|
11,535
|
|
|
$
|
10,598
|
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||
|
June 28, 2017
|
|
June 29, 2016
|
|
June 28, 2017
|
|
June 29, 2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Pension settlement loss
|
$
|
—
|
|
|
$
|
24,297
|
|
|
$
|
—
|
|
|
$
|
24,297
|
|
Software implementation costs
|
1,544
|
|
|
—
|
|
|
3,668
|
|
|
—
|
|
||||
Losses (gains) on sales of assets and other, net
|
205
|
|
|
(43
|
)
|
|
(1,235
|
)
|
|
(687
|
)
|
||||
Restructuring charges and exit costs
|
297
|
|
|
(13
|
)
|
|
396
|
|
|
506
|
|
||||
Operating (gains), losses and other charges, net
|
$
|
2,046
|
|
|
$
|
24,241
|
|
|
$
|
2,829
|
|
|
$
|
24,116
|
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||
|
June 28, 2017
|
|
June 29, 2016
|
|
June 28, 2017
|
|
June 29, 2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Exit costs
|
$
|
295
|
|
|
$
|
(36
|
)
|
|
$
|
326
|
|
|
$
|
115
|
|
Severance and other restructuring charges
|
2
|
|
|
23
|
|
|
70
|
|
|
391
|
|
||||
Total restructuring and exit costs
|
$
|
297
|
|
|
$
|
(13
|
)
|
|
$
|
396
|
|
|
$
|
506
|
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||
|
June 28, 2017
|
|
June 29, 2016
|
|
June 28, 2017
|
|
June 29, 2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Interest on credit facilities
|
$
|
1,757
|
|
|
$
|
1,148
|
|
|
$
|
3,255
|
|
|
$
|
2,194
|
|
Interest on interest rate swaps
|
38
|
|
|
209
|
|
|
146
|
|
|
421
|
|
||||
Interest on capital lease liabilities
|
1,423
|
|
|
1,107
|
|
|
2,816
|
|
|
2,102
|
|
||||
Letters of credit and other fees
|
303
|
|
|
313
|
|
|
583
|
|
|
591
|
|
||||
Interest income
|
(49
|
)
|
|
(14
|
)
|
|
(64
|
)
|
|
(27
|
)
|
||||
Total cash interest
|
3,472
|
|
|
2,763
|
|
|
6,736
|
|
|
5,281
|
|
||||
Amortization of deferred financing costs
|
149
|
|
|
148
|
|
|
297
|
|
|
296
|
|
||||
Interest accretion on other liabilities
|
119
|
|
|
103
|
|
|
248
|
|
|
211
|
|
||||
Total interest expense, net
|
$
|
3,740
|
|
|
$
|
3,014
|
|
|
$
|
7,281
|
|
|
$
|
5,788
|
|
|
Two Quarters Ended
|
||||||
|
June 28, 2017
|
|
June 29, 2016
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
$
|
32,818
|
|
|
$
|
22,852
|
|
Net cash used in investing activities
|
(12,686
|
)
|
|
(7,473
|
)
|
||
Net cash used in financing activities
|
(21,056
|
)
|
|
(10,357
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
$
|
(924
|
)
|
|
$
|
5,022
|
|
|
Two Quarters Ended
|
||||||
|
June 28, 2017
|
|
June 29, 2016
|
||||
|
(In thousands)
|
||||||
Facilities
|
$
|
3,605
|
|
|
$
|
3,064
|
|
New construction
|
2,400
|
|
|
1,529
|
|
||
Remodeling
|
884
|
|
|
2,688
|
|
||
Information technology
|
221
|
|
|
385
|
|
||
Other
|
1,098
|
|
|
307
|
|
||
Capital expenditures
|
$
|
8,208
|
|
|
$
|
7,973
|
|
Period Covered
|
|
Notional Amount
|
|
Fixed Rate
|
|||
|
|
(In thousands)
|
|
|
|||
March 31, 2015 - March 29, 2018
|
|
$
|
120,000
|
|
|
3.13
|
%
|
March 29, 2018 - March 31, 2025
|
|
170,000
|
|
|
4.44
|
%
|
|
April 1, 2025 - March 31, 2026
|
|
50,000
|
|
|
4.46
|
%
|
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)
|
|
|
||||||||||
March 30, 2017 - April 26, 2017
|
380
|
|
|
$
|
12.41
|
|
|
380
|
|
|
$
|
62,155
|
|
April 27, 2017 - May 24, 2017
|
658
|
|
|
11.82
|
|
|
658
|
|
|
$
|
54,360
|
|
|
May 25, 2017 - June 28, 2017
|
1,024
|
|
|
11.60
|
|
|
1,024
|
|
|
$
|
42,461
|
|
|
Total
|
2,062
|
|
|
$
|
11.82
|
|
|
2,062
|
|
|
|
(1)
|
Average price paid per share excludes commissions.
|
(2)
|
On May 26, 2016, we announced that our Board of Directors approved a new share repurchase program, authorizing us to repurchase up to an additional $100 million of our common stock (in addition to prior authorizations). Such repurchases may take place from time to time on the open market (including pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Exchange Act) or in privately negotiated transactions, subject to market and business conditions. During the quarter ended
June 28, 2017
, we purchased
2,061,931
shares of our common stock for an aggregate consideration of approximately
$24.4 million
, pursuant to the share repurchase program.
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Third Amendment to Second Amended and Restated Credit Agreement dated July 31, 2017 among Denny's Inc., as the Borrower, Denny's Corporation, as Parent, and each of the Subsidiaries of Parent party thereto, as Guarantors, and Wells Fargo Bank, National Association, as Administrative Agent on behalf of the Lenders.
|
|
|
|
10.2
|
|
Denny's Corporation 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of Denny's Corporation (Commission File No. 333-217843).
|
|
|
|
31.1
|
|
Certification of John C. Miller, President and Chief Executive Officer of Denny's Corporation, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of F. Mark Wolfinger, Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Denny's Corporation, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of John C. Miller, President and Chief Executive Officer of Denny's Corporation, and F. Mark Wolfinger, Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Denny's Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
DENNY'S CORPORATION
|
|
|
|
|
|
|
|
Date:
|
August 1, 2017
|
By:
|
/s/ F. Mark Wolfinger
|
|
|
|
|
F. Mark Wolfinger
|
|
|
|
|
Executive Vice President,
Chief Administrative Officer and
Chief Financial Officer
|
|
|
|
|
|
|
Date:
|
August 1, 2017
|
By:
|
/s/ Jay C. Gilmore
|
|
|
|
|
Jay C. Gilmore
|
|
|
|
|
Vice President,
Chief Accounting Officer and
Corporate Controller
|
|
|
|
|
|
Date: August 1, 2017
|
By:
|
/s/ John C. Miller
|
|
|
|
John C. Miller
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
Date: August 1, 2017
|
By:
|
/s/ F. Mark Wolfinger
|
|
|
|
F. Mark Wolfinger
|
|
|
|
Executive Vice President,
|
|
|
|
Chief Administrative Officer and
|
|
|
|
Chief Financial Officer
|
|
Date: August 1, 2017
|
By:
|
/s/ John C. Miller
|
|
|
|
John C. Miller
|
|
|
|
President and Chief Executive Officer
|
|
Date: August 1, 2017
|
By:
|
/s/ F. Mark Wolfinger
|
|
|
|
F. Mark Wolfinger
|
|
|
|
Executive Vice President,
|
|
|
|
Chief Administrative Officer and
|
|
|
|
Chief Financial Officer
|
|