Consolidating Financial Information | 9 Months Ended |
Sep. 30, 2014 |
Consolidating Financial Information [Abstract] | ' |
Consolidating Financial Information | ' |
Consolidating Financial Information |
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Certain of the Company's subsidiaries have guaranteed the Company's obligations under the Senior Secured Credit Facility. The following presents the condensed consolidating financial information separately for: (i) the parent Company, the issuer of the guaranteed obligations; (ii) the guarantor subsidiaries, on a combined basis, as specified in the Credit Agreement; (iii) the non-guarantor subsidiaries, on a combined basis; (iv) consolidating eliminations and reclassifications; and (v) DineEquity, Inc. and Subsidiaries on a consolidated basis. |
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Each guarantor subsidiary is 100% owned by the Company at the date of each balance sheet presented. The notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary. Each entity in the consolidating financial information follows the same accounting policies as described in Note 2 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013. |
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See Note 13, Subsequent Events, regarding refinancing of the Company's indebtedness. |
Supplemental Condensed Consolidating Balance Sheet |
September 30, 2014 |
(In millions(1)) |
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| | Parent | | Combined | | Combined | | Eliminations and | | Consolidated |
Guarantor | Non-guarantor | Reclassification |
Subsidiaries | Subsidiaries | |
Assets | | | | | | | | | | | | | | | |
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Current Assets: | | | | | | | | | | | | | | | |
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Cash and cash equivalents | | $ | 80.2 | | | $ | 52.3 | | | $ | 0.3 | | | | | | $ | 132.9 | |
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Receivables, net | | 4 | | | 115.1 | | | 0.2 | | | (28.0 | ) | | 91.3 | |
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Prepaid expenses and other current assets | | 213.8 | | | 52.7 | | | — | | | (214.6 | ) | | 51.9 | |
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Deferred income taxes | | (2.2 | ) | | 34.7 | | | — | | | — | | | 32.5 | |
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Intercompany | | (469.0 | ) | | 462.6 | | | 6.4 | | | | | | — | |
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Total current assets | | (173.2 | ) | | 717.4 | | | 7 | | | (242.6 | ) | | 308.6 | |
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Long-term receivables | | — | | | 186.1 | | | — | | | — | | | 186.1 | |
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Property and equipment, net | | 21.6 | | | 230 | | | 1 | | | — | | | 252.7 | |
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Goodwill | | — | | | 697.5 | | | — | | | — | | | 697.5 | |
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Other intangible assets, net | | — | | | 785.1 | | | — | | | — | | | 785.1 | |
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Other assets, net | | 19.1 | | | 93.8 | | | — | | | — | | | 112.9 | |
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Investment in subsidiaries | | 1,719.60 | | | — | | | — | | | (1,719.6 | ) | | — | |
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Total assets | | $ | 1,587.00 | | | $ | 2,709.90 | | | $ | 8 | | | $ | (1,962.2 | ) | | $ | 2,342.80 | |
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Liabilities and Stockholders’ Equity | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | |
Current maturities of long-term debt | | $ | 32.7 | | | $ | — | | | $ | — | | | $ | (28.0 | ) | | $ | 4.7 | |
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Accounts payable | | 3.5 | | | 31.8 | | | — | | | | | | 35.2 | |
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Accrued employee compensation and benefits | | 11.4 | | | 5.9 | | | — | | | | | | 17.3 | |
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Gift card liability | | — | | | 100.7 | | | — | | | | | | 100.7 | |
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Other accrued expenses | | 16.9 | | | 292.2 | | | (0.2 | ) | | (214.6 | ) | | 94.3 | |
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Total current liabilities | | 64.5 | | | 430.6 | | | (0.2 | ) | | (242.6 | ) | | 252.3 | |
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Long-term debt | | 1,202.80 | | | — | | | — | | | | | | 1,202.80 | |
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Financing obligations | | — | | | 42.6 | | | — | | | | | | 42.6 | |
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Capital lease obligations | | — | | | 101.8 | | | — | | | — | | | 101.8 | |
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Deferred income taxes | | (3.9 | ) | | 332.5 | | | (0.4 | ) | | | | | 328.3 | |
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Other liabilities | | 6.2 | | | 90.3 | | | 1.2 | | | | | | 97.7 | |
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Total liabilities | | 1,269.60 | | | 997.8 | | | 0.6 | | | (242.6 | ) | | 2,025.40 | |
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Total stockholders’ equity | | 317.5 | | | 1,712.10 | | | 7.4 | | | (1,719.6 | ) | | 317.4 | |
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Total liabilities and stockholders’ equity | | $ | 1,587.00 | | | $ | 2,709.90 | | | $ | 8 | | | $ | (1,962.2 | ) | | $ | 2,342.80 | |
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(1) Supplemental condensed statements presented in millions may not foot/crossfoot due to rounding from Consolidated Statements presented in thousands. |
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Supplemental Condensed Consolidating Balance Sheet |
December 31, 2013 |
(In millions(1)) |
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| | Parent | | Combined | | Combined | | Eliminations and | | Consolidated |
Guarantor | Non-guarantor | Reclassification |
Subsidiaries | Subsidiaries | |
Assets | | | | | | | | | | | | | | | |
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Current Assets: | | | | | | | | | | | | | | | |
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Cash and cash equivalents | | $ | 50.3 | | | $ | 54.7 | | | $ | 1 | | | $ | — | | | $ | 106 | |
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Receivables, net | | 2 | | | 150 | | | 0.1 | | | (8.0 | ) | | 144.1 | |
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Prepaid expenses and other current assets | | 189.2 | | | 56.1 | | | — | | | (187.7 | ) | | 57.6 | |
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Deferred income taxes | | (4.1 | ) | | 28 | | | — | | | — | | | 23.9 | |
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Intercompany | | (435.2 | ) | | 429.4 | | | 5.8 | | | — | | | — | |
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Total current assets | | (197.8 | ) | | 718.1 | | | 7 | | | (195.7 | ) | | 331.6 | |
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Long-term receivables | | — | | | 197.2 | | | — | | | — | | | 197.2 | |
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Property and equipment, net | | 23.5 | | | 249.7 | | | 1 | | | — | | | 274.3 | |
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Goodwill | | — | | | 697.5 | | | — | | | — | | | 697.5 | |
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Other intangible assets, net | | — | | | 794.1 | | | — | | | — | | | 794.1 | |
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Other assets, net | | 16.2 | | | 93.9 | | | — | | | — | | | 110.1 | |
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Investment in subsidiaries | | 1,697.60 | | | — | | | — | | | (1,697.6 | ) | | — | |
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Total assets | | $ | 1,539.50 | | | $ | 2,750.40 | | | $ | 8 | | | $ | (1,893.3 | ) | | $ | 2,404.60 | |
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Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | |
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Current Liabilities: | | | | | | | | | | | | | | | |
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Current maturities of long-term debt | | $ | 12.7 | | | $ | — | | | $ | — | | | $ | (8.0 | ) | | $ | 4.7 | |
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Accounts payable | | 1.4 | | | 38.6 | | | — | | | — | | | 40.1 | |
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Accrued employee compensation and benefits | | 14.5 | | | 10.4 | | | — | | | — | | | 25 | |
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Gift card liability | | — | | | 172 | | | — | | | — | | | 172 | |
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Other accrued expenses | | (13.7 | ) | | 244.1 | | | — | | | (187.7 | ) | | 42.6 | |
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Total current liabilities | | 15 | | | 465 | | | — | | | (195.7 | ) | | 284.3 | |
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Long-term debt | | 1,203.50 | | | — | | | — | | | — | | | 1,203.50 | |
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Financing obligations | | — | | | 48.8 | | | — | | | — | | | 48.8 | |
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Capital lease obligations | | — | | | 111.7 | | | — | | | — | | | 111.7 | |
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Deferred income taxes | | (0.3 | ) | | 342.1 | | | (0.3 | ) | | — | | | 341.6 | |
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Other liabilities | | 5.9 | | | 92.7 | | | 0.9 | | | — | | | 99.5 | |
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Total liabilities | | 1,224.20 | | | 1,060.40 | | | 0.6 | | | (195.7 | ) | | 2,089.50 | |
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Total stockholders’ equity | | 315.3 | | | 1,690.00 | | | 7.4 | | | (1,697.6 | ) | | 315.2 | |
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Total liabilities and stockholders’ equity | | $ | 1,539.50 | | | $ | 2,750.40 | | | $ | 8 | | | $ | (1,893.3 | ) | | $ | 2,404.60 | |
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(1) Supplemental condensed statements presented in millions may not foot/crossfoot due to rounding from Consolidated Statements presented in thousands. |
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Supplemental Condensed Consolidating Statement of Comprehensive Income |
For the Three Months Ended September 30, 2014 |
(In millions(1)) |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Combined | | Combined | | Eliminations and | | Consolidated |
Guarantor | Non-guarantor | Reclassification |
Subsidiaries | Subsidiaries | |
Revenues | | | | | | | | | | | | | | | |
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Franchise and restaurant revenues | | $ | 0.7 | | | $ | 128.1 | | | $ | 0.5 | | | $ | — | | | $ | 129.3 | |
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Rental revenues | | — | | | 30.8 | | | — | | | — | | | 30.8 | |
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Financing revenues | | — | | | 2.8 | | | — | | | — | | | 2.8 | |
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Total revenue | | 0.7 | | | 161.6 | | | 0.5 | | | — | | | 162.9 | |
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Franchise and restaurant expenses | | 0.7 | | | 46.9 | | | — | | | — | | | 47.6 | |
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Rental expenses | | — | | | 23.7 | | | — | | | — | | | 23.7 | |
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Financing expenses | | — | | | — | | | — | | | — | | | — | |
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General and administrative expenses | | 10.3 | | | 23.5 | | | 0.1 | | | — | | | 33.8 | |
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Interest expense | | 24.7 | | | 0.3 | | | — | | | — | | | 25 | |
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Amortization of intangible assets | | — | | | 3.1 | | | — | | | — | | | 3.1 | |
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Closure and impairment charges | | — | | | 0.1 | | | 0.1 | | | — | | | 0.2 | |
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Gain on disposition of assets | | — | | | (0.2 | ) | | — | | | — | | | (0.2 | ) |
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Intercompany dividend | | (44.6 | ) | | — | | | — | | | 44.6 | | | — | |
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Income before income taxes | | 9.7 | | | 64.3 | | | 0.4 | | | (44.6 | ) | | 29.8 | |
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Benefit (provision) for income taxes | | 9.2 | | | (20.1 | ) | | — | | | — | | | (10.9 | ) |
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Net income | | $ | 18.9 | | | $ | 44.2 | | | $ | 0.4 | | | $ | (44.6 | ) | | $ | 18.9 | |
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Total comprehensive income | | $ | 18.9 | | | $ | 44.2 | | | $ | 0.4 | | | $ | (44.6 | ) | | $ | 18.9 | |
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(1) Supplemental condensed statements presented in millions may not foot/crossfoot due to rounding from Consolidated Statements presented in thousands. |
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Supplemental Condensed Consolidating Statement of Comprehensive Income |
For the Three Months Ended September 30, 2013 |
(In millions(1)) |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Combined | | Combined | | Eliminations and | | Consolidated |
Guarantor | Non-guarantor | Reclassification |
Subsidiaries | Subsidiaries | |
Revenues | | | | | | | | | | | | | | | |
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Franchise and restaurant revenues | | $ | 0.7 | | | $ | 126.1 | | | $ | 0.4 | | | $ | — | | | $ | 127.1 | |
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Rental revenues | | — | | | 31 | | | — | | | — | | | 31 | |
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Financing revenues | | — | | | 3.2 | | | — | | | — | | | 3.2 | |
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Total revenue | | 0.7 | | | 160.2 | | | 0.4 | | | — | | | 161.3 | |
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Franchise and restaurant expenses | | 0.6 | | | 43.5 | | | — | | | — | | | 44.1 | |
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Rental expenses | | — | | | 24.1 | | | 0 | | | — | | | 24.2 | |
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Financing expenses | | — | | | — | | | — | | | — | | | — | |
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General and administrative expenses | | 9 | | | 26 | | | 0.3 | | | — | | | 35.3 | |
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Interest expense | | 24.6 | | | 0.3 | | | — | | | — | | | 25 | |
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Amortization of intangible assets | | — | | | 3.1 | | | — | | | — | | | 3.1 | |
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Closure and impairment charges, net | | — | | | (0.5 | ) | | 0.1 | | | — | | | (0.4 | ) |
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Loss on disposition of assets | | — | | | 0.1 | | | (0.2 | ) | | — | | | (0.1 | ) |
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Intercompany dividend | | (39.2 | ) | | — | | | — | | | 39.2 | | | — | |
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Income before income taxes | | 5.6 | | | 63.5 | | | 0.2 | | | (39.2 | ) | | 30.1 | |
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Benefit (provision) for income taxes | | 13.1 | | | (24.5 | ) | | — | | | — | | | (11.4 | ) |
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Net income | | $ | 18.7 | | | $ | 39 | | | $ | 0.2 | | | $ | (39.2 | ) | | $ | 18.7 | |
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Total comprehensive income | | $ | 18.7 | | | $ | 39 | | | $ | 0.2 | | | $ | (39.2 | ) | | $ | 18.7 | |
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(1) Supplemental condensed statements presented in millions may not foot/crossfoot due to rounding from Consolidated Statements presented in thousands. |
Supplemental Condensed Consolidating Statement of Comprehensive Income |
For the Nine Months Ended September 30, 2014 |
(In millions(1)) |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Combined | | Combined | | Eliminations and | | Consolidated |
Guarantor | Non-guarantor | Reclassification |
Subsidiaries | Subsidiaries | |
Revenues | | | | | | | | | | | | | | | |
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Franchise and restaurant revenues | | $ | 2.1 | | | $ | 384.3 | | | $ | 1.1 | | | $ | — | | | $ | 387.6 | |
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Rental revenues | | — | | | 92.2 | | | — | | | — | | | 92.2 | |
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Financing revenues | | — | | | 10.8 | | | — | | | — | | | 10.8 | |
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Total revenue | | 2.1 | | | 487.3 | | | 1.1 | | | — | | | 490.6 | |
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Franchise and restaurant expenses | | 2 | | | 133.4 | | | — | | | — | | | 135.4 | |
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Rental expenses | | — | | | 71.1 | | | — | | | — | | | 71.1 | |
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Financing expenses | | — | | | 0.8 | | | — | | | — | | | 0.8 | |
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General and administrative expenses | | 29.3 | | | 73.3 | | | 0.2 | | | — | | | 102.8 | |
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Interest expense | | 73.9 | | | 1 | | | — | | | — | | | 74.9 | |
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Amortization of intangible assets | | — | | | 9.2 | | | — | | | — | | | 9.2 | |
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Closure and impairment charges | | — | | | 0.3 | | | 0.7 | | | — | | | 1 | |
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Loss on disposition of assets | | — | | | 0.6 | | | — | | | — | | | 0.6 | |
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Intercompany dividend | | (136.9 | ) | | — | | | — | | | 136.9 | | | — | |
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Income before income taxes | | 33.7 | | | 197.6 | | | 0.1 | | | (136.9 | ) | | 94.6 | |
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Benefit (provision) for income taxes | | 25.2 | | | (60.9 | ) | | — | | | — | | | (35.7 | ) |
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Net income | | $ | 58.9 | | | $ | 136.7 | | | $ | 0.1 | | | $ | (136.9 | ) | | $ | 58.9 | |
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Total comprehensive income | | $ | 58.9 | | | $ | 136.8 | | | $ | 0.1 | | | $ | (136.9 | ) | | $ | 59 | |
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(1) Supplemental condensed statements presented in millions may not foot/crossfoot due to rounding from Consolidated Statements presented in thousands. |
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Supplemental Condensed Consolidating Statement of Comprehensive Income |
For the Nine Months Ended September 30, 2013 |
(In millions(1)) |
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| | Parent | | Combined | | Combined | | Eliminations and | | Consolidated |
Guarantor | Non-guarantor | Reclassification |
Subsidiaries | Subsidiaries | |
Revenues | | | | | | | | | | | | | | | |
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Franchise and restaurant revenues | | $ | 2.1 | | | $ | 376.5 | | | $ | 1 | | | $ | — | | | $ | 379.6 | |
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Rental revenues | | — | | | 92.7 | | | — | | | — | | | 92.7 | |
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Financing revenues | | — | | | 10.2 | | | — | | | — | | | 10.2 | |
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Total revenue | | 2.1 | | | 479.4 | | | 1 | | | — | | | 482.6 | |
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Franchise and restaurant expenses | | 2.1 | | | 128.8 | | | — | | | — | | | 130.9 | |
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Rental expenses | | — | | | 72.9 | | | — | | | — | | | 72.9 | |
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Financing expenses | | — | | | 0.2 | | | — | | | — | | | 0.2 | |
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General and administrative expenses | | 27.7 | | | 76.3 | | | 0.9 | | | — | | | 105 | |
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Interest expense | | 74.2 | | | 1 | | | — | | | — | | | 75.2 | |
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Amortization of intangible assets | | — | | | 9.2 | | | — | | | — | | | 9.2 | |
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Closure and impairment charges | | — | | | 0.5 | | | 0.2 | | | — | | | 0.8 | |
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Gain on disposition of assets | | — | | | 0.4 | | | (0.7 | ) | | — | | | (0.3 | ) |
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Debt modification costs | | 1.3 | | | — | | | — | | | — | | | 1.3 | |
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Intercompany dividend | | (116.6 | ) | | — | | | — | | | 116.6 | | | — | |
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Income before income taxes | | 13.4 | | | 190 | | | 0.5 | | | (116.6 | ) | | 87.3 | |
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Benefit (provision) for income taxes | | 40.5 | | | (73.9 | ) | | — | | | — | | | (33.4 | ) |
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Net income | | $ | 53.9 | | | $ | 116.1 | | | $ | 0.5 | | | $ | (116.6 | ) | | $ | 53.9 | |
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Total comprehensive income | | $ | 53.9 | | | $ | 116.1 | | | $ | 0.5 | | | $ | (116.6 | ) | | $ | 53.9 | |
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(1) Supplemental condensed statements presented in millions may not foot/crossfoot due to rounding from Consolidated Statements presented in thousands. |
Supplemental Condensed Consolidating Statement of Cash Flows |
For the Nine Months Ended September 30, 2014 |
(In millions(1)) |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Combined | | Combined | | Eliminations and | | Consolidated |
Guarantor | Non-guarantor | Reclassification |
Subsidiaries | Subsidiaries | |
Cash flows provided by (used in) operating activities | | $ | (78.1 | ) | | $ | 180.6 | | | $ | (0.1 | ) | | $ | — | | | $ | 102.4 | |
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Investing cash flows: | | | | | | | | | | |
Additions to property and equipment | | (3.4 | ) | | (2.1 | ) | | — | | | — | | | (5.5 | ) |
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Principal receipts from long-term receivables | | — | | | 10.3 | | | — | | | — | | | 10.3 | |
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Proceeds from sale of assets | | — | | | 0.7 | | | — | | | — | | | 0.7 | |
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Other | | — | | | — | | | — | | | — | | | — | |
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Cash flows provided by (used in) investing activities | | (3.4 | ) | | 8.8 | | | — | | | — | | | 5.4 | |
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Financing cash flows: | | | | | | | | | | |
Payment of debt | | (3.6 | ) | | (8.5 | ) | | — | | | — | | | (12.1 | ) |
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Repurchase of common stock | | (30.0 | ) | | — | | | — | | | — | | | (30.0 | ) |
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Dividends paid on common stock | | (42.7 | ) | | — | | | — | | | — | | | (42.7 | ) |
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Restricted cash | | — | | | (4.9 | ) | | — | | | — | | | (4.9 | ) |
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Other | | 8.6 | | | 0.2 | | | — | | | — | | | 8.8 | |
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Intercompany transfers | | 179.2 | | | (178.6 | ) | | (0.6 | ) | | — | | | — | |
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Cash flows provided by (used in) financing activities | | 111.5 | | | (191.8 | ) | | (0.6 | ) | | — | | | (81.0 | ) |
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Net change | | 29.9 | | | (2.4 | ) | | (0.7 | ) | | — | | | 26.8 | |
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Beginning cash and equivalents | | 50.3 | | | 54.7 | | | 1 | | | — | | | 106 | |
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Ending cash and equivalents | | $ | 80.2 | | | $ | 52.3 | | | $ | 0.3 | | | | | | $ | 132.9 | |
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(1) Supplemental condensed statements presented in millions may not foot/crossfoot due to rounding from Consolidated Statements presented in thousands. |
Supplemental Condensed Consolidating Statement of Cash Flows |
For the Nine Months Ended September 30, 2013 |
(In millions(1)) |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Combined | | Combined | | Eliminations and | | Consolidated |
Guarantor | Non-guarantor | Reclassification |
Subsidiaries | Subsidiaries | |
Cash flows provided by (used in) operating activities | | $ | (66.3 | ) | | $ | 169.4 | | | $ | (0.3 | ) | | $ | — | | | $ | 102.8 | |
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Investing cash flows: | | | | | | | | | | |
Additions to property and equipment | | (3.8 | ) | | (0.7 | ) | | — | | | — | | | (4.5 | ) |
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Principal receipts from long-term receivables | | — | | | 10.3 | | | — | | | — | | | 10.3 | |
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Proceeds from sale of assets | | — | | | — | | | — | | | — | | | — | |
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Other | | — | | | 0.3 | | | — | | | — | | | 0.3 | |
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Cash flows provided by (used in) investing activities | | (3.8 | ) | | 9.8 | | | — | | | — | | | 6 | |
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Financing cash flows: | | | | | | | | | | |
Payment of debt | | (2.4 | ) | | (7.5 | ) | | — | | | — | | | (9.9 | ) |
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Payment of debt modification costs | | (1.3 | ) | | — | | | — | | | — | | | (1.3 | ) |
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Purchase of common stock | | (24.7 | ) | | — | | | — | | | — | | | (24.7 | ) |
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Dividends paid on common stock | | (43.2 | ) | | — | | | — | | | — | | | (43.2 | ) |
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Restricted cash | | — | | | (3.1 | ) | | — | | | — | | | (3.1 | ) |
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Other | | 4.2 | | | 0.1 | | | — | | | — | | | 4.4 | |
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Intercompany transfers | | 179.7 | | | (180.1 | ) | | 0.4 | | | — | | | — | |
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Cash flows provided by (used in) financing activities | | 112.4 | | | (190.6 | ) | | 0.4 | | | — | | | (77.8 | ) |
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Net change | | 42.3 | | | (11.4 | ) | | 0.1 | | | — | | | 31 | |
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Beginning cash and equivalents | | 9.9 | | | 54 | | | 0.6 | | | — | | | 64.5 | |
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Ending cash and equivalents | | $ | 52.2 | | | $ | 42.5 | | | $ | 0.8 | | | $ | — | | | $ | 95.5 | |
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(1) Supplemental condensed statements presented in millions may not foot/crossfoot due to rounding from Consolidated Statements presented in thousands. |