Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 28, 2016 | Oct. 28, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | DENNYS CORP | |
Entity Central Index Key | 852,772 | |
Current Fiscal Year End Date | --12-28 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 73,366,890 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 28, 2016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 28, 2016 | Dec. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 1,526 | $ 1,671 |
Receivables | 14,175 | 16,552 |
Inventories | 3,009 | 3,117 |
Assets held for sale | 0 | 931 |
Prepaid and other current assets | 7,170 | 14,143 |
Total current assets | 25,880 | 36,414 |
Property, net of accumulated depreciation of $252,981 and $247,995, respectively | 131,537 | 124,816 |
Goodwill | 35,270 | 33,454 |
Intangible assets, net | 53,897 | 46,074 |
Deferred financing costs, net | 2,084 | 2,529 |
Deferred income taxes | 23,083 | 29,159 |
Other noncurrent assets | 25,981 | 24,591 |
Total assets | 297,732 | 297,037 |
Current liabilities: | ||
Current maturities of capital lease obligations | 3,311 | 3,246 |
Accounts payable | 14,877 | 20,759 |
Other current liabilities | 55,745 | 77,548 |
Total current liabilities | 73,933 | 101,553 |
Long-term liabilities: | ||
Long-term debt, less current maturities | 203,000 | 195,000 |
Capital lease obligations, less current maturities | 22,227 | 17,499 |
Liability for insurance claims, less current portion | 14,139 | 15,949 |
Other noncurrent liabilities | 38,185 | 27,631 |
Total long-term liabilities | 277,551 | 256,079 |
Total liabilities | 351,484 | 357,632 |
Commitments and contingencies | ||
Shareholders' equity (deficit) | ||
Common stock $0.01 par value; shares authorized - 135,000; September 28, 2016: 107,020 shares issued and 73,977 shares outstanding; December 30, 2015: 106,521 shares issued and 76,862 shares outstanding | 1,070 | 1,065 |
Paid-in capital | 582,864 | 565,364 |
Deficit | (394,117) | (402,245) |
Accumulated other comprehensive loss, net of tax | (9,808) | (23,777) |
Shareholders’ equity before treasury stock | 180,009 | 140,407 |
Treasury stock, at cost, 33,043 and 29,659 shares, respectively | (233,761) | (201,002) |
Total shareholders' deficit | (53,752) | (60,595) |
Total liabilities and shareholders' deficit | $ 297,732 | $ 297,037 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 28, 2016 | Dec. 30, 2015 |
Assets [Abstract] | ||
Accumulated depreciation | $ 252,981 | $ 247,995 |
Shareholders' equity (deficit) | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 135,000 | 135,000 |
Common stock, shares issued | 107,020 | 106,521 |
Common stock, shares outstanding | 73,977 | 76,862 |
Treasury stock, at cost, shares | 33,043 | 29,659 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2016 | Sep. 30, 2015 | Sep. 28, 2016 | Sep. 30, 2015 | |
Revenue: | ||||
Company restaurant sales | $ 93,122 | $ 89,279 | $ 272,718 | $ 263,890 |
Franchise and license revenue | 35,264 | 34,499 | 104,625 | 103,378 |
Total operating revenue | 128,386 | 123,778 | 377,343 | 367,268 |
Costs of company restaurant sales: | ||||
Product costs | 22,819 | 23,289 | 67,253 | 66,609 |
Payroll and benefits | 35,999 | 34,249 | 104,548 | 101,118 |
Occupancy | 4,928 | 5,164 | 14,721 | 14,972 |
Other operating expenses | 13,372 | 12,388 | 37,544 | 36,019 |
Total costs of company restaurant sales | 77,118 | 75,090 | 224,066 | 218,718 |
Costs of franchise and license revenue | 10,275 | 10,649 | 31,037 | 32,843 |
General and administrative expenses | 17,558 | 16,008 | 50,691 | 49,771 |
Depreciation and amortization | 5,609 | 5,422 | 16,207 | 15,760 |
Operating (gains), losses and other charges, net | 249 | 886 | 24,365 | 1,722 |
Total operating costs and expenses, net | 110,809 | 108,055 | 346,366 | 318,814 |
Operating income | 17,577 | 15,723 | 30,977 | 48,454 |
Interest expense, net | 3,117 | 2,327 | 8,905 | 6,678 |
Other nonoperating (income) expense, net | (543) | 592 | (635) | 538 |
Net income before income taxes | 15,003 | 12,804 | 22,707 | 41,238 |
Provision for income taxes | 5,277 | 3,854 | 14,579 | 14,021 |
Net income | $ 9,726 | $ 8,950 | $ 8,128 | $ 27,217 |
Basic net income per share | $ 0.13 | $ 0.11 | $ 0.11 | $ 0.32 |
Diluted net income per share | $ 0.13 | $ 0.11 | $ 0.10 | $ 0.32 |
Basic weighted average shares outstanding | 74,851 | 82,923 | 76,214 | 83,952 |
Diluted weighted average shares outstanding | 76,791 | 85,056 | 78,052 | 86,067 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2016 | Sep. 30, 2015 | Sep. 28, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 9,726 | $ 8,950 | $ 8,128 | $ 27,217 |
Other comprehensive income, net of tax: | ||||
Minimum pension liability adjustment, net of tax of $8, $169, $2,168 and $507 | 13 | 265 | 21,851 | 793 |
Recognition of unrealized gain (loss) on hedge transactions, net of tax of $20, $(2,266), $(5,034) and $(1,303) | 32 | (3,542) | (7,882) | (2,037) |
Other comprehensive income (loss) | 45 | (3,277) | 13,969 | (1,244) |
Total comprehensive income | $ 9,771 | $ 5,673 | $ 22,097 | $ 25,973 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2016 | Sep. 30, 2015 | Sep. 28, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Minimum pension liability adjustment, tax | $ 8 | $ 169 | $ 2,168 | $ 507 |
Unrealized gain (loss) on hedged transactions, tax | $ 20 | $ (2,266) | $ (5,034) | $ (1,303) |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Shareholders' Deficit (Unaudited) - 9 months ended Sep. 28, 2016 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Paid-in Capital [Member] | (Deficit) [Member] | Accumulated Other Comprehensive Loss, Net [Member] | November 2015 Accelerated Share Repurchase [Member] | November 2015 Accelerated Share Repurchase [Member]Treasury Stock [Member] |
Balance at Dec. 30, 2015 | $ (60,595) | $ 1,065 | $ (201,002) | $ 565,364 | $ (402,245) | $ (23,777) | ||
Balance, common stock, shares issued at Dec. 30, 2015 | 106,521 | 106,521 | ||||||
Balance, treasury stock, at cost, shares at Dec. 30, 2015 | (29,659) | (29,659) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | $ 8,128 | 8,128 | ||||||
Other comprehensive income | 13,969 | 13,969 | ||||||
Share-based compensation on equity classified awards | 4,212 | 4,212 | ||||||
Purchase of treasury stock | (19,648) | $ (19,648) | ||||||
Equity forward contract settlement | 0 | $ (13,111) | 13,111 | |||||
Purchase of treasury stock (in shares) | (1,866) | (5,000) | (1,518) | |||||
Issuance of common stock for share-based compensation | 0 | $ 4 | (4) | |||||
Issuance of common stock for share-based compensation (in shares) | 383 | |||||||
Exercise of common stock options | 492 | $ 1 | 491 | |||||
Exercise of common stock options (in shares) | 116 | |||||||
Tax expense from share-based compensation | (310) | (310) | ||||||
Balance at Sep. 28, 2016 | $ (53,752) | $ 1,070 | $ (233,761) | $ 582,864 | $ (394,117) | $ (9,808) | ||
Balance, common stock, shares issued at Sep. 28, 2016 | 107,020 | 107,020 | ||||||
Balance, treasury stock, at cost, shares at Sep. 28, 2016 | (33,043) | (33,043) |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 28, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 8,128 | $ 27,217 |
Adjustments to reconcile net income to cash flows provided by operating activities: | ||
Depreciation and amortization | 16,207 | 15,760 |
Operating (gains), losses and other charges, net | 24,365 | 1,722 |
Amortization of deferred financing costs | 445 | 366 |
(Gain) loss on early extinguishments of debt | (3) | 260 |
Deferred income tax expense | 8,942 | 9,013 |
Share-based compensation | 5,625 | 5,505 |
Tax expense from share-based compensation | (310) | 0 |
Decrease (increase) in assets: | ||
Receivables | 2,582 | 4,626 |
Inventories | 108 | 44 |
Other current assets | 6,972 | (358) |
Other assets | (1,800) | 726 |
Increase (decrease) in liabilities: | ||
Accounts payable | (83) | 1,134 |
Accrued salaries and vacations | (11,006) | (2,278) |
Accrued taxes | 1,647 | 1,389 |
Other accrued liabilities | (16,627) | (6,655) |
Other noncurrent liabilities | (2,060) | (1,544) |
Net cash flows provided by operating activities | 43,132 | 56,927 |
Cash flows from investing activities: | ||
Capital expenditures | (14,615) | (18,432) |
Acquisition of restaurants and real estate | (12,956) | (2,330) |
Proceeds from disposition of property | 1,921 | 0 |
Collections on notes receivable | 1,151 | 1,359 |
Issuance of notes receivable | (1,394) | (1,151) |
Net cash flows used in investing activities | (25,893) | (20,554) |
Cash flows from financing activities: | ||
Revolver borrowings | 38,000 | 167,500 |
Revolver payments | (30,000) | (102,750) |
Long-term debt payments | (2,378) | (57,486) |
Proceeds from exercise of stock options | 492 | 471 |
Tax withholding on share-based payments | 0 | (982) |
Tax benefit from share-based compensation | 0 | 976 |
Deferred financing costs | 0 | (1,265) |
Purchase of treasury stock | (19,137) | (37,310) |
Net bank overdrafts | (4,361) | 0 |
Net cash flows used in financing activities | (17,384) | (30,846) |
Increase (decrease) in cash and cash equivalents | (145) | 5,527 |
Cash and cash equivalents at beginning of period | 1,671 | 3,074 |
Cash and cash equivalents at end of period | $ 1,526 | $ 8,601 |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 9 Months Ended |
Sep. 28, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Introduction and Basis of Presentation | Introduction and Basis of Presentation Denny’s Corporation, or Denny’s, is one of America’s largest full-service restaurant chains based on number of restaurants. At September 28, 2016 , the Denny's brand consisted of 1,728 restaurants, 1,560 of which were franchised/licensed restaurants and 168 of which were company operated. Our unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Therefore, certain information and notes normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. In our opinion, all adjustments considered necessary for a fair presentation of the interim periods presented have been included. Such adjustments are of a normal and recurring nature. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable. These interim condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 30, 2015 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the fiscal year ended December 30, 2015 . The results of operations for the interim periods presented are not necessarily indicative of the results for the entire fiscal year ending December 28, 2016 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 28, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Newly Adopted Accounting Standards Consolidation ASU 2015-02,"Consolidation (Topic 810): Amendments to the Consolidation Analysis" Effective December 31, 2015, we adopted ASU 2015-02, which improves targeted areas of the consolidation guidance and reduces the number of consolidation models. The adoption of this guidance did not have a material impact on our consolidated financial statements. Debt Issuance ASU 2015-03,"Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" and ASU 2015-15,"Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements—Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)" Effective December 31, 2015, we adopted ASU 2015-03, which simplifies the guidance on the presentation of debt issuance costs. The new guidance requires debt issuance costs to be presented in the balance sheet as a reduction of the related debt liability rather than as an asset. Also effective December 31, 2015, we adopted ASU 2015-15, which addresses the SEC's comments related to the absence of authoritative guidance within ASU 2015-03 related to line-of-credit arrangements. According to this guidance, the SEC will not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The adoption of this guidance did not have any impact on our consolidated financial statements and we will continue to classify debt issuance costs as an asset. Intangibles ASU 2015-05,"Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement" Effective December 31, 2015, we adopted, on a prospective basis, ASU 2015-05, which provides guidance about whether a cloud computing arrangement includes a software license. If a software license is included, the customer should account for the license consistent with the acquisition of other software licenses. If a software license is not included, the arrangement should be accounted for as a service contract. The adoption of this guidance did not have a material impact on our consolidated financial statements. Inventory ASU 2015-11,"Inventory (Topic 330): Simplifying the Measurement of Inventory" Effective December 31, 2015, we adopted ASU 2015-11, which requires inventory that is measured using the first-in, first-out method to be measured at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The adoption of this guidance did not have a material impact on our consolidated financial statements. Derivatives ASU 2016-05,"Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (a consensus of the Emerging Issues Task Force)" In March 2016, the FASB issued ASU 2016-05, which clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. We early adopted this guidance as of March 30, 2016 on a prospective basis. The adoption of this guidance did not have any impact on our consolidated financial statements. Accounting Standards to be Adopted Revenue Recognition ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)", ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date", ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net", ASU 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" and ASU 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients" In May 2014, the FASB issued ASU 2014-09, which clarifies the principles used to recognize revenue for all entities. The new guidance requires companies to recognize revenue when it transfers goods or service to a customer in an amount that reflects the consideration to which a company expects to be entitled. In August 2015, the FASB issued ASU 2015-14, which defers the effective date for ASU 2014-09. The guidance is now effective for annual and interim periods beginning after December 15, 2017 (our fiscal 2018). The guidance allows for either a retrospective or cumulative effect transition method. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In March 2016, the FASB issued ASU 2016-08, which clarifies the implementation guidance provided in ASU 2014-09 on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, which clarifies the implementation guidance in ASU 2014-09 on licensing and identifying performance obligations. In May 2016, the FASB issued ASU 2016-12, which provides clarifying guidance and adds some practical expedients in the areas of assessing collectability, presentation of sales taxes received from customers, noncash consideration, contract modification and clarification of using the full retrospective approach to adopt ASU 2014-09. These three new ASUs must be adopted concurrently with ASU 2014-09. The guidance is not expected to impact the recognition of company restaurant sales or royalties from franchised restaurants. We are currently evaluating the impact this guidance will have on the recognition of other transactions on our consolidated financial statements and related disclosures and have not yet selected a transition method. Financial Instruments ASU 2016-01, "Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities" In January 2016, the FASB issued ASU 2016-01, which requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. ASU 2016-01 is effective for annual and interim periods beginning after December 15, 2017 (our fiscal 2018) with early adoption permitted. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements. ASU 2016-13, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" In June 2016, the FASB issued ASU 2016-13, which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform financial statement users of credit loss estimates. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 (our fiscal 2020) with early adoption permitted for annual and interim periods beginning after December 15, 2018 (our fiscal 2019). We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. Leases ASU 2016-02,"Leases (Topic 842)" In February 2016, the FASB issued ASU 2016-02, which provides guidance for accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets. The accounting guidance for lessors is largely unchanged. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018 (our fiscal 2019) with early adoption permitted. The guidance will be adopted using a modified retrospective approach. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements, but expect the adoption will result in a significant increase in the assets and liabilities on our consolidated balance sheet. Stock Compensation ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for share-based payment transactions, including the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016 (our fiscal 2017) with early adoption permitted. The guidance will be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements. Statement of Cash Flows ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)" In August 2016, the FASB issued ASU 2016-15, which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective for annual and interim periods beginning after December 15, 2017 (our fiscal 2018) with early adoption permitted. The guidance is to be applied using a retrospective transition method to each period presented. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. We reviewed all other newly issued accounting pronouncements and concluded that they are either not applicable to our business or are not expected to have a material effect on our consolidated financial statements as a result of future adoption. |
Receivables
Receivables | 9 Months Ended |
Sep. 28, 2016 | |
Receivables [Abstract] | |
Receivables | Receivables Receivables were comprised of the following: September 28, 2016 December 30, 2015 (In thousands) Current assets: Receivables: Trade accounts receivable from franchisees $ 10,064 $ 10,591 Notes receivable from franchisees 1,557 1,352 Vendor receivables 1,454 3,049 Credit card receivables 1,141 1,606 Other 239 251 Allowance for doubtful accounts (280 ) (297 ) Total current receivables, net $ 14,175 $ 16,552 Noncurrent assets (included as a component of other noncurrent assets): Notes receivable from franchisees $ 579 $ 541 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 28, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following table reflects the changes in carrying amounts of goodwill. (In thousands) Balance, December 30, 2015 $ 33,454 Additions related to acquisition 1,827 Write-offs and reclassifications associated with the sale of restaurants (11 ) Balance, September 28, 2016 $ 35,270 Other intangible assets were comprised of the following: September 28, 2016 December 30, 2015 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization (In thousands) Intangible assets with indefinite lives: Trade names $ 44,077 $ — $ 44,068 $ — Liquor licenses 166 — 126 — Intangible assets with definite lives: Franchise and license agreements 3,765 3,712 12,237 12,026 Reacquired franchise rights 10,496 895 2,823 1,154 Intangible assets $ 58,504 $ 4,607 $ 59,254 $ 13,180 During the three quarters ended September 28, 2016 , we acquired nine franchised restaurants for $12.4 million , of which $8.5 million was allocated to reacquired franchise rights, $2.0 million to property and $1.8 million to goodwill. The $8.5 million decrease in gross franchise and license agreements during the three quarters ended September 28, 2016 primarily resulted from the removal of fully amortized agreements. |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 28, 2016 | |
Other Liabilities, Current [Abstract] | |
Other Liabilities Disclosure [Text Block] | Other Current Liabilities Other current liabilities consisted of the following: September 28, 2016 December 30, 2015 (In thousands) Accrued salaries and vacation $ 22,871 $ 30,549 Accrued insurance, primarily current portion of liability for insurance claims 6,545 7,076 Accrued taxes 8,958 7,311 Accrued advertising 3,919 7,737 Accrued pension 355 9,648 Gift cards 3,923 4,611 Other 9,174 10,616 Other current liabilities $ 55,745 $ 77,548 |
Operating (Gains), Losses and O
Operating (Gains), Losses and Other Charges, Net | 9 Months Ended |
Sep. 28, 2016 | |
Other Income and Expenses [Abstract] | |
Operating (Gains), Losses and Other Charges, Net | Operating (Gains), Losses and Other Charges, Net Operating (gains), losses and other charges, net are comprised of the following: Quarter Ended Three Quarters Ended September 28, 2016 September 30, 2015 September 28, 2016 September 30, 2015 (In thousands) Pension settlement loss $ — $ — $ 24,297 $ — Gains on sales of assets and other, net (77 ) (23 ) (764 ) (43 ) Restructuring charges and exit costs 326 332 832 1,094 Impairment charges — 577 — 671 Operating (gains), losses and other charges, net $ 249 $ 886 $ 24,365 $ 1,722 The pre-tax pension settlement loss of $24.3 million related to the completion of the Pension Plan liquidation during the three quarters ended September 28, 2016 . See Note 9 for details on the Pension Plan liquidation. Gains on sales of assets and other, net of $0.8 million for the three quarters ended September 28, 2016 primarily related to restaurants sold to franchisees. Restructuring charges and exit costs were comprised of the following: Quarter Ended Three Quarters Ended September 28, 2016 September 30, 2015 September 28, 2016 September 30, 2015 (In thousands) Exit costs $ 154 $ 43 $ 269 $ 583 Severance and other restructuring charges 172 289 563 511 Total restructuring charges and exit costs $ 326 $ 332 $ 832 $ 1,094 The components of the change in accrued exit cost liabilities are as follows: (In thousands) Balance, December 30, 2015 $ 2,043 Exit costs (1) 269 Payments, net of sublease receipts (378 ) Interest accretion 91 Balance, September 28, 2016 2,025 Less current portion included in other current liabilities 748 Long-term portion included in other noncurrent liabilities $ 1,277 (1) Included as a component of operating (gains), losses and other charges, net. As of September 28, 2016 and December 30, 2015 , we had accrued severance and other restructuring charges of $0.3 million and $0.4 million , respectively. The balance as of September 28, 2016 is expected to be paid during the next 12 months. Impairment charges of $0.7 million for the three quarters ended September 30, 2015 resulted primarily from the impairment of a restaurant identified as assets held for sale. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 28, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | Fair Value of Financial Instruments Fair Value of Assets and Liabilities Measured on a Recurring and Nonrecurring Basis Financial assets and liabilities measured at fair value on a recurring basis are summarized below: Total Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Valuation Technique (In thousands ) Fair value measurements as of September 28, 2016: Deferred compensation plan investments (1) $ 10,925 $ 10,925 $ — $ — market approach Interest rate swaps (2) (14,577 ) — (14,577 ) — income approach Total $ (3,652 ) $ 10,925 $ (14,577 ) $ — Fair value measurements as of December 30, 2015: Deferred compensation plan investments (1) $ 10,159 $ 10,159 $ — $ — market approach Interest rate swaps (2) (1,660 ) — (1,660 ) — income approach Total $ 8,499 $ 10,159 $ (1,660 ) $ — (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. Those assets and liabilities measured at fair value on a nonrecurring basis are summarized below: Significant Other Observable Inputs (Level 2) Impairment Charges Valuation Technique (In thousands) Fair value measurements as of December 30, 2015: Assets held for sale (1) $ 931 $ 264 market approach (1) As of December 30, 2015, assets held for sale 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. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 28, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Denny's Corporation and certain of its subsidiaries have a credit facility consisting of a five-year $325 million senior secured revolver (with a $30 million letter of credit sublimit). As of September 28, 2016 , we had outstanding revolver loans of $203.0 million and outstanding letters of credit under the senior secured revolver of $22.4 million . These balances resulted in availability of $99.6 million under the revolving facility. Prior to considering the impact of our interest rate swaps, described below, the weighted-average interest rate on outstanding revolver loans was 2.28% and 1.76% as of September 28, 2016 and December 30, 2015 , respectively. Taking into consideration our interest rate swaps, the weighted-average interest rate of outstanding revolver loans was 2.63% and 2.31% as of September 28, 2016 and December 30, 2015 , respectively. A commitment fee of 0.25% is paid on the unused portion of the revolving credit facility. Borrowings under the credit facility bear a tiered interest rate, which is based on the Company’s consolidated leverage ratio and was set at LIBOR plus 175 basis points as of September 28, 2016 . The maturity date for the credit facility is March 30, 2020 . The credit facility is available for working capital, capital expenditures and other general corporate purposes. The credit facility is guaranteed by the Company and its material subsidiaries and is secured by assets of the Company and its subsidiaries, including the stock of the Company's subsidiaries. It includes negative covenants that are usual for facilities and transactions of this type. The credit facility also includes certain financial covenants with respect to a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. Interest Rate Hedges We have interest rate swaps to hedge a portion of the cash flows of our floating rate debt. We designated the interest rate swaps as cash flow hedges of our exposure to variability in future cash flows attributable to payments of LIBOR due on specific notional debt obligations. Based on the interest rate as determined by our consolidated leverage ratio in effect as of September 28, 2016 , under the terms of the swaps, we will pay the following fixed rates on the notional amounts noted: Period Covered Notional Amount Fixed Rate (In thousands) March 31, 2015 - March 29, 2018 $ 120,000 2.88 % March 29, 2018 - March 31, 2025 170,000 4.19 % April 1, 2025 - March 31, 2026 50,000 4.21 % As of September 28, 2016 , the fair value of the interest rate swaps was a liability of $14.6 million , which is recorded as a component of other noncurrent liabilities in our Condensed Consolidated Balance Sheets. See Note 14 for the amounts recorded in accumulated other comprehensive loss related to the interest rate swaps. We believe that our estimated cash flows from operations for 2016 , combined with our capacity for additional borrowings under our credit facility, will enable us to meet our anticipated cash requirements and fund capital expenditures over the next twelve months. |
Defined Benefit Plans
Defined Benefit Plans | 9 Months Ended |
Sep. 28, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Benefit Plans | Defined Benefit Plans The components of net periodic benefit cost were as follows: Quarter Ended Three Quarters Ended September 28, 2016 September 30, 2015 September 28, 2016 September 30, 2015 (In thousands) Pension Plan: Service cost $ — $ 95 $ 105 $ 285 Interest cost — 745 — 2,237 Expected return on plan assets — (877 ) — (2,631 ) Amortization of net loss — 434 — 1,300 Net periodic benefit cost $ — $ 397 $ 105 $ 1,191 Other Defined Benefit Plans: Interest cost $ 23 $ 26 $ 69 $ 80 Amortization of net loss 21 20 64 59 Net periodic benefit cost $ 44 $ 46 $ 133 $ 139 During 2014, our Board of Directors approved the termination and liquidation of the Advantica Pension Plan (the "Pension Plan") as of December 31, 2014. During the three quarters ended September 28, 2016 , we completed the liquidation of the Pension Plan. Accordingly, we made a final contribution of $9.5 million to the Pension Plan. The resulting $67.7 million in Pension Plan assets were used to make lump sum payments and purchase annuity contracts, which are administered by a third-party provider. In addition, during the three quarters ended September 28, 2016 , we recognized a pre-tax settlement loss of $24.3 million related to the liquidation, reflecting the recognition of unamortized actuarial losses that were recorded in accumulated other comprehensive income. See Note 14. We made no contributions to the Pension Plan during the three quarters ended September 30, 2015 . We made contributions of $0.1 million to our other defined benefit plans during both the three quarters ended September 28, 2016 and the three quarters ended September 30, 2015 . We expect to contribute less than $0.1 million to our other defined benefit plans over the remainder of fiscal 2016 . Additional minimum pension liability, net of tax, of $0.9 million and $22.8 million is reported as a component of accumulated other comprehensive loss in our Condensed Consolidated Statement of Shareholders’ Equity as of September 28, 2016 and December 30, 2015 , respectively. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 28, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation Total share-based compensation cost included as a component of net income was as follows: Quarter Ended Three Quarters Ended September 28, 2016 September 30, 2015 September 28, 2016 September 30, 2015 (In thousands) Performance share awards $ 1,862 $ 1,727 $ 5,284 $ 4,905 Restricted stock units for board members (87 ) 214 341 600 Total share-based compensation $ 1,775 $ 1,941 $ 5,625 $ 5,505 Performance Share Awards In February 2016, we granted certain employees approximately 0.3 million performance shares that vest based on the total shareholder return ("TSR") of our common stock compared to the TSRs of a group of peer companies and 0.3 million performance shares that vest based on our Adjusted EBITDA growth rate, as defined under the terms of the award. As the TSR based performance shares contain a market condition, a Monte Carlo valuation was used to determine the grant date fair value of $9.43 per share. The performance shares based on the Adjusted EBITDA growth rate have a grant date fair value of $9.52 per share, the market value of our common stock on the date of grant. The awards granted to our named executive officers also contain a performance condition based on the attainment of an operating measure for the fiscal year ended December 28, 2016 . The performance period for these performance shares is the three year fiscal period beginning December 31, 2015 and ending December 26, 2018. They will vest and be earned (from 0% to 150% of the target award for each such increment) at the end of the performance period. During the three quarters ended September 28, 2016 , we made payments of $2.5 million in cash and issued 0.4 million shares of common stock related to performance share awards. As of September 28, 2016 , we had approximately $8.6 million of unrecognized compensation cost related to all unvested performance share awards outstanding, which is expected to be recognized over a weighted average of 1.8 years . Restricted Stock Units for Board Members During the quarter ended June 29, 2016, we granted approximately 0.1 million deferred stock units (DSUs) (which are equity classified) with a weighted average grant date fair value of $10.77 per unit to non-employee members of our Board of Directors. A director may elect to convert these awards into shares of common stock either on a specific date in the future (while still serving as a member of our Board of Directors) or upon termination as a member of our Board of Directors. During the quarter ended September 28, 2016 these awards were subsequently canceled and rescinded and replacement awards were issued. Directors who had previously elected a one -year conversion of the 2016 award received a replacement cash award. The total replacement cash award was $0.5 million and is liability classified. Directors who had previously elected conversion of the 2016 award at a later date received a replacement DSU award, which is equity classified and has a three year vesting term. The total replacement DSU award was less than 0.1 million DSUs with a weighted average grant date fair value of $10.77 per unit. During the three quarters ended September 28, 2016 , less than 0.1 million DSUs were converted into shares of common stock. As of September 28, 2016 , we had approximately $0.3 million of unrecognized compensation cost related to all unvested restricted stock unit awards outstanding, which is expected to be recognized over a weighted average of 2.6 years . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 28, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate was 35.2% for the quarter and 64.2% year-to-date compared to 30.1% and 34.0% , respectively, for the prior year periods. For the 2016 periods, the difference in the overall effective rate from the U.S. statutory rate was primarily due to the Pension Plan liquidation, foreign tax credits and certain discrete items. During the three quarters ended September 28, 2016, we amended prior years’ U.S. tax returns in order to maximize a foreign tax credit in lieu of a foreign tax deduction. This created a benefit to the effective tax rate of 4.8% for the quarter and 4.6% year-to-date. In addition, during the three quarters ended September 28, 2016, certain discrete items created an increase to the effective tax rate of 4.3% for the quarter and 4.7% year-to-date. In addition to the items noted above, the 2016 year-to-date rate was also impacted by the recognition of a $2.1 million tax benefit related to the $24.3 million pre-tax settlement loss on the Pension Plan liquidation. This benefit was at a rate lower than the effective tax rate due to the previous recognition of an approximate $7.2 million tax benefit in connection with the reversal of our valuation allowance in 2011. Excluding the impact of the Pension Plan liquidation, our effective income tax rate would have been 35.6% for the three quarters ended September 28, 2016 . |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 28, 2016 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share The amounts used for the basic and diluted net income per share calculations are summarized below: Quarter Ended Three Quarters Ended September 28, 2016 September 30, 2015 September 28, 2016 September 30, 2015 (In thousands, except for per share amounts) Net income $ 9,726 $ 8,950 $ 8,128 $ 27,217 Weighted average shares outstanding - basic 74,851 82,923 76,214 83,952 Effect of dilutive share-based compensation awards 1,940 2,133 1,838 2,115 Weighted average shares outstanding - diluted 76,791 85,056 78,052 86,067 Basic net income per share $ 0.13 $ 0.11 $ 0.11 $ 0.32 Diluted net income per share $ 0.13 $ 0.11 $ 0.10 $ 0.32 Anti-dilutive share-based compensation awards — — — — |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 28, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Three Quarters Ended September 28, 2016 September 30, 2015 (In thousands) Income taxes paid, net $ 1,140 $ 4,916 Interest paid $ 8,197 $ 6,102 Noncash investing and financing activities: Property acquisition payable $ — $ 615 Issuance of common stock, pursuant to share-based compensation plans $ 3,597 $ 4,551 Execution of capital leases $ 7,180 $ 3,635 Treasury stock payable $ 695 $ 1,785 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 28, 2016 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Shareholders' equity | Shareholders' Equity Share Repurchase Our credit facility permits the purchase of Denny’s stock and the payment of cash dividends subject to certain limitations. In March 2015, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $100 million of our common stock (in addition to prior authorizations). Under this program, we may, from time to time, purchase shares in the open market (including pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934, as amended) or in privately negotiated transactions, subject to market and business conditions. In May 2016, our Board of Directors approved a new share repurchase program authorizing us to repurchase an additional $100 million of our common stock, in addition to repurchases previously authorized. Such repurchases are to be made in a manner similar to, and will be in addition to, authorizations under the March 2015 repurchase program. In November 2015, as part of our previously authorized share repurchase programs, we entered into a variable term, capped accelerated share repurchase (the "ASR") agreement with Wells Fargo Bank, National Association ("Wells Fargo") to repurchase an aggregate of $50 million of our common stock. During 2015, pursuant to the terms of the ASR agreement, we paid $50 million in cash and received approximately 3.5 million shares of our common stock, which represents the minimum number of shares to be delivered based on the cap price. We recorded $36.9 million of treasury stock related to these shares. During the quarter ended September 28, 2016 , we settled the ASR agreement with Wells Fargo. As a result, we received final delivery of an additional 1.5 million shares of our common stock, bringing the total number of shares repurchased pursuant to the ASR agreement to 5.0 million . The total number of shares repurchased was based on a combined discounted volume-weighted average price (VWAP) of $9.90 per share, which was determined based on the average of the daily VWAP of our common stock, less a fixed discount, over the term of the ASR agreement. During July 2016, we recorded $13.1 million of treasury stock related to the settlement of the equity forward contract related to the ASR agreement. In addition to the settlement of the ASR agreement, during the three quarters ended September 28, 2016 , we repurchased 1.9 million shares of our common stock for approximately $19.6 million . This brings the total amount repurchased under the March 2015 repurchase program to 8.0 million shares of our common stock for approximately $81.8 million , leaving approximately $18.2 million of our common stock that can be repurchased under this program as of September 28, 2016 . Additionally, under the May 2016 repurchase program, we are also authorized to repurchase up to $100 million of our common stock as of September 28, 2016 . Repurchased shares are included as treasury stock in our Condensed Consolidated Balance Sheets and our Condensed Consolidated Statement of Shareholders' Equity. Accumulated Other Comprehensive Loss The components of the change in accumulated other comprehensive loss were as follows: Pensions Derivatives Accumulated Other Comprehensive Loss (In thousands) Balance as of December 30, 2015 $ (22,764 ) $ (1,013 ) $ (23,777 ) Net loss (342 ) — (342 ) Amortization of net loss (1) 64 — 64 Settlement loss recognized (2) 24,297 — 24,297 Net change in fair value of derivatives — (12,302 ) (12,302 ) Reclassification of derivatives to interest expense (3) — (614 ) (614 ) Income tax (expense) benefit related to items of other comprehensive loss (2,168 ) 5,034 2,866 Balance as of September 28, 2016 $ (913 ) $ (8,895 ) $ (9,808 ) (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 three quarters ended September 28, 2016 . See Note 9 for additional details. (2) Before-tax amount related to the liquidation of our Pension Plan that was reclassified from accumulated other comprehensive loss and included as a component of operating (gains), losses and other charges, net in our Condensed Consolidated Statements of Income during the three quarters ended September 28, 2016 . See Note 9 for additional details. (3) 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 28, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We have guarantees related to certain franchisee leases and loans. Payments under these guarantees would result from the inability of a franchisee to fund required payments when due. Through September 28, 2016 , no events had occurred that caused us to make payments under these guarantees. There were $8.3 million and $8.7 million of loans outstanding under these programs as of September 28, 2016 and December 30, 2015 , respectively. As of September 28, 2016 , the maximum amounts payable under the lease and loan guarantees were $2.0 million and $1.2 million , respectively. As a result of these guarantees, we have recorded liabilities of less than $0.1 million as of both September 28, 2016 and December 30, 2015 , which are included as a component of other noncurrent liabilities in our Condensed Consolidated Balance Sheets and other nonoperating expense in our Condensed Consolidated Statements of Income. There are various claims and pending legal actions against or indirectly involving us, incidental to and arising out of the ordinary course of the business. In the opinion of management, based upon information currently available, the ultimate liability with respect to these proceedings and claims will not materially affect the Company's consolidated results of operations or financial position. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 28, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We performed an evaluation of subsequent events and determined that no events required disclosure. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 28, 2016 | |
Accounting Policies [Abstract] | |
Newly adopted accounting standards and accounting standards to be adopted | Newly Adopted Accounting Standards Consolidation ASU 2015-02,"Consolidation (Topic 810): Amendments to the Consolidation Analysis" Effective December 31, 2015, we adopted ASU 2015-02, which improves targeted areas of the consolidation guidance and reduces the number of consolidation models. The adoption of this guidance did not have a material impact on our consolidated financial statements. Debt Issuance ASU 2015-03,"Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" and ASU 2015-15,"Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements—Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)" Effective December 31, 2015, we adopted ASU 2015-03, which simplifies the guidance on the presentation of debt issuance costs. The new guidance requires debt issuance costs to be presented in the balance sheet as a reduction of the related debt liability rather than as an asset. Also effective December 31, 2015, we adopted ASU 2015-15, which addresses the SEC's comments related to the absence of authoritative guidance within ASU 2015-03 related to line-of-credit arrangements. According to this guidance, the SEC will not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The adoption of this guidance did not have any impact on our consolidated financial statements and we will continue to classify debt issuance costs as an asset. Intangibles ASU 2015-05,"Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement" Effective December 31, 2015, we adopted, on a prospective basis, ASU 2015-05, which provides guidance about whether a cloud computing arrangement includes a software license. If a software license is included, the customer should account for the license consistent with the acquisition of other software licenses. If a software license is not included, the arrangement should be accounted for as a service contract. The adoption of this guidance did not have a material impact on our consolidated financial statements. Inventory ASU 2015-11,"Inventory (Topic 330): Simplifying the Measurement of Inventory" Effective December 31, 2015, we adopted ASU 2015-11, which requires inventory that is measured using the first-in, first-out method to be measured at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The adoption of this guidance did not have a material impact on our consolidated financial statements. Derivatives ASU 2016-05,"Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (a consensus of the Emerging Issues Task Force)" In March 2016, the FASB issued ASU 2016-05, which clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. We early adopted this guidance as of March 30, 2016 on a prospective basis. The adoption of this guidance did not have any impact on our consolidated financial statements. Accounting Standards to be Adopted Revenue Recognition ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)", ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date", ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net", ASU 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" and ASU 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients" In May 2014, the FASB issued ASU 2014-09, which clarifies the principles used to recognize revenue for all entities. The new guidance requires companies to recognize revenue when it transfers goods or service to a customer in an amount that reflects the consideration to which a company expects to be entitled. In August 2015, the FASB issued ASU 2015-14, which defers the effective date for ASU 2014-09. The guidance is now effective for annual and interim periods beginning after December 15, 2017 (our fiscal 2018). The guidance allows for either a retrospective or cumulative effect transition method. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In March 2016, the FASB issued ASU 2016-08, which clarifies the implementation guidance provided in ASU 2014-09 on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, which clarifies the implementation guidance in ASU 2014-09 on licensing and identifying performance obligations. In May 2016, the FASB issued ASU 2016-12, which provides clarifying guidance and adds some practical expedients in the areas of assessing collectability, presentation of sales taxes received from customers, noncash consideration, contract modification and clarification of using the full retrospective approach to adopt ASU 2014-09. These three new ASUs must be adopted concurrently with ASU 2014-09. The guidance is not expected to impact the recognition of company restaurant sales or royalties from franchised restaurants. We are currently evaluating the impact this guidance will have on the recognition of other transactions on our consolidated financial statements and related disclosures and have not yet selected a transition method. Financial Instruments ASU 2016-01, "Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities" In January 2016, the FASB issued ASU 2016-01, which requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. ASU 2016-01 is effective for annual and interim periods beginning after December 15, 2017 (our fiscal 2018) with early adoption permitted. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements. ASU 2016-13, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" In June 2016, the FASB issued ASU 2016-13, which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform financial statement users of credit loss estimates. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 (our fiscal 2020) with early adoption permitted for annual and interim periods beginning after December 15, 2018 (our fiscal 2019). We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. Leases ASU 2016-02,"Leases (Topic 842)" In February 2016, the FASB issued ASU 2016-02, which provides guidance for accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets. The accounting guidance for lessors is largely unchanged. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018 (our fiscal 2019) with early adoption permitted. The guidance will be adopted using a modified retrospective approach. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements, but expect the adoption will result in a significant increase in the assets and liabilities on our consolidated balance sheet. Stock Compensation ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for share-based payment transactions, including the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016 (our fiscal 2017) with early adoption permitted. The guidance will be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements. Statement of Cash Flows ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)" In August 2016, the FASB issued ASU 2016-15, which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective for annual and interim periods beginning after December 15, 2017 (our fiscal 2018) with early adoption permitted. The guidance is to be applied using a retrospective transition method to each period presented. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. We reviewed all other newly issued accounting pronouncements and concluded that they are either not applicable to our business or are not expected to have a material effect on our consolidated financial statements as a result of future adoption. |
Receivables (Tables)
Receivables (Tables) | 9 Months Ended |
Sep. 28, 2016 | |
Receivables [Abstract] | |
Receivables, net | Receivables were comprised of the following: September 28, 2016 December 30, 2015 (In thousands) Current assets: Receivables: Trade accounts receivable from franchisees $ 10,064 $ 10,591 Notes receivable from franchisees 1,557 1,352 Vendor receivables 1,454 3,049 Credit card receivables 1,141 1,606 Other 239 251 Allowance for doubtful accounts (280 ) (297 ) Total current receivables, net $ 14,175 $ 16,552 Noncurrent assets (included as a component of other noncurrent assets): Notes receivable from franchisees $ 579 $ 541 |
Goodwill and Other Intangible27
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 28, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | The following table reflects the changes in carrying amounts of goodwill. (In thousands) Balance, December 30, 2015 $ 33,454 Additions related to acquisition 1,827 Write-offs and reclassifications associated with the sale of restaurants (11 ) Balance, September 28, 2016 $ 35,270 |
Indefinite-Lived Intangible Assets | Other intangible assets were comprised of the following: September 28, 2016 December 30, 2015 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization (In thousands) Intangible assets with indefinite lives: Trade names $ 44,077 $ — $ 44,068 $ — Liquor licenses 166 — 126 — Intangible assets with definite lives: Franchise and license agreements 3,765 3,712 12,237 12,026 Reacquired franchise rights 10,496 895 2,823 1,154 Intangible assets $ 58,504 $ 4,607 $ 59,254 $ 13,180 |
Finite-Lived Intangible Assets | Other intangible assets were comprised of the following: September 28, 2016 December 30, 2015 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization (In thousands) Intangible assets with indefinite lives: Trade names $ 44,077 $ — $ 44,068 $ — Liquor licenses 166 — 126 — Intangible assets with definite lives: Franchise and license agreements 3,765 3,712 12,237 12,026 Reacquired franchise rights 10,496 895 2,823 1,154 Intangible assets $ 58,504 $ 4,607 $ 59,254 $ 13,180 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 28, 2016 | |
Other Liabilities, Current [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: September 28, 2016 December 30, 2015 (In thousands) Accrued salaries and vacation $ 22,871 $ 30,549 Accrued insurance, primarily current portion of liability for insurance claims 6,545 7,076 Accrued taxes 8,958 7,311 Accrued advertising 3,919 7,737 Accrued pension 355 9,648 Gift cards 3,923 4,611 Other 9,174 10,616 Other current liabilities $ 55,745 $ 77,548 |
Operating (Gains), Losses and29
Operating (Gains), Losses and Other Charges, Net (Tables) | 9 Months Ended |
Sep. 28, 2016 | |
Other Income and Expenses [Abstract] | |
Operating gains losses and other charges net | Operating (gains), losses and other charges, net are comprised of the following: Quarter Ended Three Quarters Ended September 28, 2016 September 30, 2015 September 28, 2016 September 30, 2015 (In thousands) Pension settlement loss $ — $ — $ 24,297 $ — Gains on sales of assets and other, net (77 ) (23 ) (764 ) (43 ) Restructuring charges and exit costs 326 332 832 1,094 Impairment charges — 577 — 671 Operating (gains), losses and other charges, net $ 249 $ 886 $ 24,365 $ 1,722 |
Restructuring charges and exit costs | Restructuring charges and exit costs were comprised of the following: Quarter Ended Three Quarters Ended September 28, 2016 September 30, 2015 September 28, 2016 September 30, 2015 (In thousands) Exit costs $ 154 $ 43 $ 269 $ 583 Severance and other restructuring charges 172 289 563 511 Total restructuring charges and exit costs $ 326 $ 332 $ 832 $ 1,094 |
Components of change in accrued exit cost liabilities | The components of the change in accrued exit cost liabilities are as follows: (In thousands) Balance, December 30, 2015 $ 2,043 Exit costs (1) 269 Payments, net of sublease receipts (378 ) Interest accretion 91 Balance, September 28, 2016 2,025 Less current portion included in other current liabilities 748 Long-term portion included in other noncurrent liabilities $ 1,277 (1) Included as a component of operating (gains), losses and other charges, net. |
Fair Value of Financial Instr30
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 28, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial assets and liabilities measured at fair value on a recurring basis | Financial assets and liabilities measured at fair value on a recurring basis are summarized below: Total Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Valuation Technique (In thousands ) Fair value measurements as of September 28, 2016: Deferred compensation plan investments (1) $ 10,925 $ 10,925 $ — $ — market approach Interest rate swaps (2) (14,577 ) — (14,577 ) — income approach Total $ (3,652 ) $ 10,925 $ (14,577 ) $ — Fair value measurements as of December 30, 2015: Deferred compensation plan investments (1) $ 10,159 $ 10,159 $ — $ — market approach Interest rate swaps (2) (1,660 ) — (1,660 ) — income approach Total $ 8,499 $ 10,159 $ (1,660 ) $ — (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. |
Assets and liabilities measured at fair value on a nonrecurring basis | Those assets and liabilities measured at fair value on a nonrecurring basis are summarized below: Significant Other Observable Inputs (Level 2) Impairment Charges Valuation Technique (In thousands) Fair value measurements as of December 30, 2015: Assets held for sale (1) $ 931 $ 264 market approach (1) As of December 30, 2015, assets held for sale 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. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 28, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative instruments | Based on the interest rate as determined by our consolidated leverage ratio in effect as of September 28, 2016 , under the terms of the swaps, we will pay the following fixed rates on the notional amounts noted: Period Covered Notional Amount Fixed Rate (In thousands) March 31, 2015 - March 29, 2018 $ 120,000 2.88 % March 29, 2018 - March 31, 2025 170,000 4.19 % April 1, 2025 - March 31, 2026 50,000 4.21 % |
Defined Benefit Plans (Tables)
Defined Benefit Plans (Tables) | 9 Months Ended |
Sep. 28, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of net periodic benefit cost | The components of net periodic benefit cost were as follows: Quarter Ended Three Quarters Ended September 28, 2016 September 30, 2015 September 28, 2016 September 30, 2015 (In thousands) Pension Plan: Service cost $ — $ 95 $ 105 $ 285 Interest cost — 745 — 2,237 Expected return on plan assets — (877 ) — (2,631 ) Amortization of net loss — 434 — 1,300 Net periodic benefit cost $ — $ 397 $ 105 $ 1,191 Other Defined Benefit Plans: Interest cost $ 23 $ 26 $ 69 $ 80 Amortization of net loss 21 20 64 59 Net periodic benefit cost $ 44 $ 46 $ 133 $ 139 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 28, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Total share-based compensation | Total share-based compensation cost included as a component of net income was as follows: Quarter Ended Three Quarters Ended September 28, 2016 September 30, 2015 September 28, 2016 September 30, 2015 (In thousands) Performance share awards $ 1,862 $ 1,727 $ 5,284 $ 4,905 Restricted stock units for board members (87 ) 214 341 600 Total share-based compensation $ 1,775 $ 1,941 $ 5,625 $ 5,505 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 28, 2016 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | The amounts used for the basic and diluted net income per share calculations are summarized below: Quarter Ended Three Quarters Ended September 28, 2016 September 30, 2015 September 28, 2016 September 30, 2015 (In thousands, except for per share amounts) Net income $ 9,726 $ 8,950 $ 8,128 $ 27,217 Weighted average shares outstanding - basic 74,851 82,923 76,214 83,952 Effect of dilutive share-based compensation awards 1,940 2,133 1,838 2,115 Weighted average shares outstanding - diluted 76,791 85,056 78,052 86,067 Basic net income per share $ 0.13 $ 0.11 $ 0.11 $ 0.32 Diluted net income per share $ 0.13 $ 0.11 $ 0.10 $ 0.32 Anti-dilutive share-based compensation awards — — — — |
Supplemental Cash Flow Inform35
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 28, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Three Quarters Ended September 28, 2016 September 30, 2015 (In thousands) Income taxes paid, net $ 1,140 $ 4,916 Interest paid $ 8,197 $ 6,102 Noncash investing and financing activities: Property acquisition payable $ — $ 615 Issuance of common stock, pursuant to share-based compensation plans $ 3,597 $ 4,551 Execution of capital leases $ 7,180 $ 3,635 Treasury stock payable $ 695 $ 1,785 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 28, 2016 | |
Statement of Comprehensive Income [Abstract] | |
Components of accumulated other comprehensive loss | The components of the change in accumulated other comprehensive loss were as follows: Pensions Derivatives Accumulated Other Comprehensive Loss (In thousands) Balance as of December 30, 2015 $ (22,764 ) $ (1,013 ) $ (23,777 ) Net loss (342 ) — (342 ) Amortization of net loss (1) 64 — 64 Settlement loss recognized (2) 24,297 — 24,297 Net change in fair value of derivatives — (12,302 ) (12,302 ) Reclassification of derivatives to interest expense (3) — (614 ) (614 ) Income tax (expense) benefit related to items of other comprehensive loss (2,168 ) 5,034 2,866 Balance as of September 28, 2016 $ (913 ) $ (8,895 ) $ (9,808 ) (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 three quarters ended September 28, 2016 . See Note 9 for additional details. (2) Before-tax amount related to the liquidation of our Pension Plan that was reclassified from accumulated other comprehensive loss and included as a component of operating (gains), losses and other charges, net in our Condensed Consolidated Statements of Income during the three quarters ended September 28, 2016 . See Note 9 for additional details. (3) 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 $0.7 million from accumulated other comprehensive loss related to our interest rate swaps during the next twelve months. See Note 8 for additional details. |
Introduction and Basis of Pre37
Introduction and Basis of Presentation (Details) | Sep. 28, 2016restaurant |
Franchisor Disclosure [Line Items] | |
Number of restaurants | 1,728 |
Franchised/licensed restaurants [Member] | |
Franchisor Disclosure [Line Items] | |
Number of restaurants | 1,560 |
Company restaurants [Member] | |
Franchisor Disclosure [Line Items] | |
Number of restaurants | 168 |
Receivables (Details)
Receivables (Details) - USD ($) $ in Thousands | Sep. 28, 2016 | Dec. 30, 2015 |
Receivables [Abstract] | ||
Trade accounts receivable from franchisees, gross, current | $ 10,064 | $ 10,591 |
Notes receivable from franchisees, gross, current | 1,557 | 1,352 |
Allowance for doubtful accounts | (280) | (297) |
Total current receivables, net | 14,175 | 16,552 |
Noncurrent assets (included as a component of other noncurrent assets): | ||
Notes receivable from franchisees, noncurrent | 579 | 541 |
Vendor receivables [Member] | ||
Receivables [Abstract] | ||
Other receivables, gross, current | 1,454 | 3,049 |
Credit card receivables [Member] | ||
Receivables [Abstract] | ||
Other receivables, gross, current | 1,141 | 1,606 |
Other [Member] | ||
Receivables [Abstract] | ||
Other receivables, gross, current | $ 239 | $ 251 |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets (Details) $ in Thousands | 9 Months Ended | |
Sep. 28, 2016USD ($)restaurants | Dec. 30, 2015USD ($) | |
Goodwill [Roll Forward] | ||
Balance, December 30, 2015 | $ 33,454 | |
Additions related to acquisition | 1,827 | |
Write-offs and reclassifications associated with the sale of restaurants | (11) | |
Balance, September 28, 2016 | 35,270 | |
Intangible Assets [Line Items] | ||
Gross carrying amount - Trade names | 44,077 | $ 44,068 |
Gross carrying amount - Liquor licenses | 166 | 126 |
Accumulated amortization - Intangible assets with definite lives | 4,607 | 13,180 |
Intangible assets | $ 58,504 | 59,254 |
Restaurants reacquired from franchisees | restaurants | 9 | |
Purchase price to reacquire franchised restaurant | $ 12,400 | |
Purchase price allocation of property | 2,000 | |
Purchase price allocation of goodwill | 1,827 | |
Other Intangible Assets [Member] | ||
Intangible Assets [Line Items] | ||
Gross carrying amount - Intangible assets with definite lives | 3,765 | 12,237 |
Accumulated amortization - Intangible assets with definite lives | 3,712 | 12,026 |
Decrease in franchise and license agreements | 8,500 | |
Franchise Rights [Member] | ||
Intangible Assets [Line Items] | ||
Gross carrying amount - Intangible assets with definite lives | 10,496 | 2,823 |
Accumulated amortization - Intangible assets with definite lives | 895 | $ 1,154 |
Purchase price allocation of reacquired franchise rights | $ 8,500 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 28, 2016 | Dec. 30, 2015 |
Other Liabilities, Current [Abstract] | ||
Accrued salaries and vacation | $ 22,871 | $ 30,549 |
Accrued insurance, primarily current portion of liability for insurance claims | 6,545 | 7,076 |
Accrued taxes | 8,958 | 7,311 |
Accrued advertising | 3,919 | 7,737 |
Accrued pension | 355 | 9,648 |
Gift cards | 3,923 | 4,611 |
Other | 9,174 | 10,616 |
Other current liabilities | $ 55,745 | $ 77,548 |
Operating (Gains), Losses and41
Operating (Gains), Losses and Other Charges, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 28, 2016 | Sep. 30, 2015 | Sep. 28, 2016 | Sep. 30, 2015 | Dec. 30, 2015 | ||
Other Income and Expenses [Abstract] | ||||||
Pension settlement loss, pre-tax | $ 0 | $ 0 | $ 24,297 | [1] | $ 0 | |
Gains on sales of assets and other, net | (77) | (23) | (764) | (43) | ||
Restructuring charges and exit costs | 326 | 332 | 832 | 1,094 | ||
Impairment charges | 0 | 577 | 0 | 671 | ||
Operating (gains), losses and other charges, net | 249 | 886 | 24,365 | 1,722 | ||
Restructuring Charges [Abstract] | ||||||
Exit costs | 154 | 43 | 269 | [2] | 583 | |
Severance and other restructuring charges | 172 | 289 | 563 | 511 | ||
Total restructuring charges and exit costs | 326 | 332 | 832 | 1,094 | ||
Restructuring Reserve [Roll Forward] | ||||||
Balance, December 30, 2015 | 2,043 | |||||
Exit costs | 154 | $ 43 | 269 | [2] | $ 583 | |
Payments, net of sublease receipts | (378) | |||||
Interest accretion | 91 | |||||
Balance, September 28, 2016 | 2,025 | 2,025 | ||||
Less current portion included in other current liabilities | 748 | 748 | ||||
Long-term portion included in other noncurrent liabilities | 1,277 | 1,277 | ||||
Accrued severance and other restructuring charges | $ 300 | $ 300 | $ 400 | |||
[1] | Before-tax amount related to the liquidation of our Pension Plan that was reclassified from accumulated other comprehensive loss and included as a component of operating (gains), losses and other charges, net in our Condensed Consolidated Statements of Income during the three quarters ended September 28, 2016. See Note 9 for additional details. | |||||
[2] | Included as a component of operating (gains), losses and other charges, net. |
Fair Value of Financial Instr42
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 28, 2016 | Dec. 30, 2015 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | $ (14,600) | ||
Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total, liabilities | (3,652) | ||
Total, assets | $ 8,499 | ||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total, assets | 10,925 | 10,159 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total, liabilities | (14,577) | (1,660) | |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total, assets | 0 | 0 | |
Recurring [Member] | Deferred Compensation Plan Investments [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan investments | [1] | $ 10,925 | $ 10,159 |
Valuation technique | market approach | market approach | |
Recurring [Member] | Deferred Compensation Plan Investments [Member] | Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan investments | [1] | $ 10,925 | $ 10,159 |
Recurring [Member] | Deferred Compensation Plan Investments [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan investments | [1] | 0 | 0 |
Recurring [Member] | Deferred Compensation Plan Investments [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred compensation plan investments | [1] | 0 | 0 |
Recurring [Member] | Interest Rate Swap [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | [2] | $ (14,577) | $ (1,660) |
Valuation technique | income approach | income approach | |
Recurring [Member] | Interest Rate Swap [Member] | Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | [2] | $ 0 | $ 0 |
Recurring [Member] | Interest Rate Swap [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | [2] | (14,577) | (1,660) |
Recurring [Member] | Interest Rate Swap [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | [2] | $ 0 | $ 0 |
Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Valuation technique | market approach | ||
Impairment of assets identified as held for sale | $ 264 | ||
Nonrecurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets held for sale | [3] | $ 931 | |
[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. | ||
[3] | As of December 30, 2015, assets held for sale 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. |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 28, 2016 | Dec. 30, 2015 | |
Line of Credit Facility [Line Items] | ||
Interest rate swaps liability | $ 14,600 | |
Interest Rate Swaps 2015-2018 [Member] | ||
Line of Credit Facility [Line Items] | ||
Derivative, notional amount | $ 120,000 | |
Average fixed interest rate on interest rate swaps | 2.88% | |
Interest Rate Swaps 2018-2025 [Member] | ||
Line of Credit Facility [Line Items] | ||
Derivative, notional amount | $ 170,000 | |
Average fixed interest rate on interest rate swaps | 4.19% | |
Interest Rate Swaps 2018-2026 [Member] | ||
Line of Credit Facility [Line Items] | ||
Derivative, notional amount | $ 50,000 | |
Average fixed interest rate on interest rate swaps | 4.21% | |
Senior secured revolver [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, current borrowing capacity | $ 325,000 | |
Outstanding amount under credit facility | 203,000 | |
Availability under the revolving facility | $ 99,600 | |
Weighted-average interest rate (in hundredths) | 2.28% | 1.76% |
Commitment fee for unused portion of revolving credit facility (in hundredths) | 0.25% | |
Basis spread on variable rate debt | 1.75% | |
Maturity date | Mar. 30, 2020 | |
Senior secured revolver [Member] | Interest Rate Swap [Member] | ||
Line of Credit Facility [Line Items] | ||
Weighted-average interest rate (in hundredths) | 2.63% | 2.31% |
Letter of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, current borrowing capacity | $ 30,000 | |
Outstanding amount of letters of credit | $ 22,400 |
Defined Benefit Plans (Details)
Defined Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 28, 2016 | Sep. 30, 2015 | Sep. 28, 2016 | Sep. 30, 2015 | Dec. 30, 2015 | ||
Components of net periodic benefit cost [Abstract] | ||||||
Pension settlement loss, pre-tax | $ 0 | $ 0 | $ 24,297 | [1] | $ 0 | |
Additional minimum pension liability | 900 | 900 | $ 22,800 | |||
Pension Plan [Member] | ||||||
Components of net periodic benefit cost [Abstract] | ||||||
Service cost | 0 | 95 | 105 | 285 | ||
Interest cost | 0 | 745 | 0 | 2,237 | ||
Expected return on plan assets | 0 | (877) | 0 | (2,631) | ||
Amortization of net loss | 0 | 434 | 0 | 1,300 | ||
Net periodic benefit cost | 0 | 397 | 105 | 1,191 | ||
Employer contributions | 9,500 | |||||
Assets used for settlements | 67,700 | |||||
Other Defined Benefit Plans [Member] | ||||||
Components of net periodic benefit cost [Abstract] | ||||||
Interest cost | 23 | 26 | 69 | 80 | ||
Amortization of net loss | 21 | 20 | 64 | 59 | ||
Net periodic benefit cost | $ 44 | $ 46 | 133 | 139 | ||
Employer contributions | 100 | $ 100 | ||||
Estimated employer contributions remainder of current fiscal year | $ 100 | |||||
[1] | Before-tax amount related to the liquidation of our Pension Plan that was reclassified from accumulated other comprehensive loss and included as a component of operating (gains), losses and other charges, net in our Condensed Consolidated Statements of Income during the three quarters ended September 28, 2016. See Note 9 for additional details. |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 28, 2016 | Jun. 29, 2016 | Sep. 30, 2015 | Sep. 28, 2016 | Sep. 30, 2015 | |
Total share-based compensation [Abstract] | |||||
Total share-based compensation | $ 1,775 | $ 1,941 | $ 5,625 | $ 5,505 | |
Restricted Stock Units [Abstract] | |||||
Cash award, amount (in dollars) | $ 500 | 500 | |||
Performance period, cash award | 1 year | ||||
Performance shares [Member] | |||||
Total share-based compensation [Abstract] | |||||
Total share-based compensation | $ 1,862 | 1,727 | $ 5,284 | 4,905 | |
Restricted Stock Units [Abstract] | |||||
Performance period, equity award | 3 years | ||||
Cash payments | $ 2,500 | ||||
Maximum common stock shares issued (in shares) | 0.4 | ||||
Unrecognized compensation cost [Abstract] | |||||
Unrecognized compensation cost related to unvested share awards outstanding | 8,600 | $ 8,600 | |||
Unrecognized compensation cost, expected weighted average period | 1 year 9 months 22 days | ||||
Performance shares [Member] | Minimum [Member] | |||||
Restricted Stock Units [Abstract] | |||||
Percentage of target awards to be earned (in hundredths) | 0.00% | ||||
Performance shares [Member] | Maximum [Member] | |||||
Restricted Stock Units [Abstract] | |||||
Percentage of target awards to be earned (in hundredths) | 150.00% | ||||
Performance shares [Member] | Performance shares that vest based on TSR [Member] | |||||
Restricted Stock Units [Abstract] | |||||
Equity awards granted (in shares) | 0.3 | ||||
Equity awards, grant date fair value (in dollars per share) | $ 9.43 | ||||
Performance shares [Member] | Performance shares that vest based on EBITDA growth [Member] | |||||
Restricted Stock Units [Abstract] | |||||
Equity awards granted (in shares) | 0.3 | ||||
Equity awards, grant date fair value (in dollars per share) | $ 9.52 | ||||
Restricted stock units for board members [Member] | |||||
Total share-based compensation [Abstract] | |||||
Total share-based compensation | $ (87) | $ 214 | $ 341 | $ 600 | |
Restricted Stock Units [Abstract] | |||||
Equity awards granted (in shares) | 0.1 | 0.1 | |||
Equity awards, grant date fair value (in dollars per share) | $ 10.77 | $ 10.77 | |||
Performance period, equity award | 3 years | ||||
Maximum common stock shares issued (in shares) | 0.1 | ||||
Unrecognized compensation cost [Abstract] | |||||
Unrecognized compensation cost related to unvested share awards outstanding | $ 300 | $ 300 | |||
Unrecognized compensation cost, expected weighted average period | 2 years 7 months |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 28, 2016 | Sep. 30, 2015 | Sep. 28, 2016 | Sep. 30, 2015 | Dec. 28, 2011 | ||
Income Tax Disclosure [Abstract] | ||||||
Effective tax rate, percent | 35.20% | 30.10% | 64.20% | 34.00% | ||
Effective tax rate benefit, foreign tax credits, percent | 4.80% | 4.60% | ||||
Effective tax rate increase, certain discrete items, percent | 4.30% | 4.70% | ||||
Effective tax rate benefit, Pension Plan liquidation, amount | $ 2,100 | |||||
Pension settlement loss, pre-tax | $ 0 | $ 0 | $ 24,297 | [1] | $ 0 | |
Tax benefit recognized with reversal of the valuation allowance | $ 7,200 | |||||
Effective tax rate excluding the pension settlement, percent | 35.60% | |||||
[1] | Before-tax amount related to the liquidation of our Pension Plan that was reclassified from accumulated other comprehensive loss and included as a component of operating (gains), losses and other charges, net in our Condensed Consolidated Statements of Income during the three quarters ended September 28, 2016. See Note 9 for additional details. |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2016 | Sep. 30, 2015 | Sep. 28, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 9,726 | $ 8,950 | $ 8,128 | $ 27,217 |
Weighted average shares outstanding - basic (in shares) | 74,851 | 82,923 | 76,214 | 83,952 |
Effect of dilutive share-based compensation awards | 1,940 | 2,133 | 1,838 | 2,115 |
Weighted average shares outstanding - diluted (in shares) | 76,791 | 85,056 | 78,052 | 86,067 |
Basic net income per share | $ 0.13 | $ 0.11 | $ 0.11 | $ 0.32 |
Diluted net income per share | $ 0.13 | $ 0.11 | $ 0.10 | $ 0.32 |
Antidilutive share-based compensation awards (in shares) | 0 | 0 | 0 | 0 |
Supplemental Cash Flow Inform48
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 28, 2016 | Sep. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | ||
Income taxes paid, net | $ 1,140 | $ 4,916 |
Interest paid | 8,197 | 6,102 |
Noncash investing and financing activities: | ||
Property acquisition payable | 0 | 615 |
Issuance of common stock, pursuant to share-based compensation plans | 3,597 | 4,551 |
Execution of capital leases | 7,180 | 3,635 |
Treasury stock payable | $ 695 | $ 1,785 |
Shareholders' Equity (Share Rep
Shareholders' Equity (Share Repurchase) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 28, 2016 | Dec. 30, 2015 | Sep. 28, 2016 | |
Equity, Class of Treasury Stock [Line Items] | |||
Purchase of treasury stock | $ 19,648 | ||
Number of accumulated shares repurchased (in shares) | 33,043 | 29,659 | 33,043 |
Share Repurchase Program 2015 [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Share repurchase, authorized amount (in dollars) | $ 100,000 | $ 100,000 | |
Purchase of treasury stock (in shares) | 1,900 | ||
Purchase of treasury stock | $ 19,600 | ||
Number of accumulated shares repurchased (in shares) | 8,000 | 8,000 | |
Value of shares repurchased | $ 81,800 | $ 81,800 | |
Value of remaining shares to be repurchased (in dollars) | 18,200 | 18,200 | |
Share Repurchase Program 2016 [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Share repurchase, authorized amount (in dollars) | $ 100,000 | $ 100,000 | |
November 2015 Accelerated Share Repurchase [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Share repurchase, authorized amount (in dollars) | $ 50,000 | ||
Purchase of treasury stock (in shares) | 1,500 | 3,500 | 5,000 |
Purchase of treasury stock | $ 13,100 | $ 36,900 | |
Volume-weighted average price of treasury stock repurchased | $ 9.90 |
Shareholders' Equity (Component
Shareholders' Equity (Components of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 28, 2016 | Sep. 30, 2015 | Sep. 28, 2016 | Sep. 30, 2015 | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance as of December 30, 2015 | $ (23,777) | |||||
Net loss | (342) | |||||
Amortization of net loss | [1] | 64 | ||||
Settlement loss recognized | $ 0 | $ 0 | 24,297 | [2] | $ 0 | |
Net change in fair value of derivatives | (12,302) | |||||
Reclassification of derivatives to interest expense | [3] | (614) | ||||
Income tax (expense) benefit related to items of other comprehensive loss | 2,866 | |||||
Balance as of September 28, 2016 | (9,808) | (9,808) | ||||
Estimated reclassification from accumulated other comprehensive income to interest expense related to the interest rate swaps over the next 12 months | 700 | |||||
Pensions [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance as of December 30, 2015 | (22,764) | |||||
Net loss | (342) | |||||
Amortization of net loss | [1] | 64 | ||||
Settlement loss recognized | [2] | 24,297 | ||||
Income tax (expense) benefit related to items of other comprehensive loss | (2,168) | |||||
Balance as of September 28, 2016 | (913) | (913) | ||||
Derivatives [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance as of December 30, 2015 | (1,013) | |||||
Net change in fair value of derivatives | (12,302) | |||||
Reclassification of derivatives to interest expense | [3] | (614) | ||||
Income tax (expense) benefit related to items of other comprehensive loss | 5,034 | |||||
Balance as of September 28, 2016 | $ (8,895) | $ (8,895) | ||||
[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 three quarters ended September 28, 2016. See Note 9 for additional details. | |||||
[2] | Before-tax amount related to the liquidation of our Pension Plan that was reclassified from accumulated other comprehensive loss and included as a component of operating (gains), losses and other charges, net in our Condensed Consolidated Statements of Income during the three quarters ended September 28, 2016. See Note 9 for additional details. | |||||
[3] | 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 $0.7 million from accumulated other comprehensive loss related to our interest rate swaps during the next twelve months. See Note 8 for additional details. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Sep. 28, 2016 | Dec. 30, 2015 |
Guarantor Obligations [Line Items] | ||
Guarantee liabilities included as a component of other noncurrent liabilities and deferred credits | $ 0.1 | $ 0.1 |
Financial Guarantee [Member] | ||
Guarantor Obligations [Line Items] | ||
Loan amounts outstanding under the loan pools | 8.3 | $ 8.7 |
Maximum payments guaranteed | 1.2 | |
Property Lease Guarantee [Member] | ||
Guarantor Obligations [Line Items] | ||
Maximum payments guaranteed | $ 2 |