UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March ~~29, 2023~~27, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ________________

Commission File Number 0-18051

DENNY’S CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		13-3487402
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(864) 597-8000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

$.01 Par Value, Common Stock

DENN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ý

As of April ~~27, 2023, 56,043,779~~25, 2024, 52,018,583 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Denny’s Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)


		March 29, 2023		December 28, 2022			March 27, 2024	December 27, 2023
		(In thousands, except per share amounts)					(In thousands, except per share amounts)
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	8,895	$	3,523
Investments	Investments	3,051		1,746
Receivables, net	Receivables, net	23,443		25,576
Inventories	Inventories	3,253		5,538
Assets held for sale	Assets held for sale	2,312		1,403
Prepaid and other current assets	Prepaid and other current assets	9,877		12,529
Total current assets	Total current assets	50,831		50,315
Property, net of accumulated depreciation of $155,429 and $153,334, respectively		92,205		94,469
Finance lease right-of-use assets, net of accumulated amortization of $10,194 and $9,847, respectively		6,117		6,499
Property, net of accumulated depreciation of $161,735 and $159,879, respectively
Finance lease right-of-use assets, net of accumulated amortization of $7,393 and $8,220, respectively
Operating lease right-of-use assets, net	Operating lease right-of-use assets, net	123,013		126,065
Goodwill	Goodwill	72,142		72,740
Intangible assets, net	Intangible assets, net	94,622		95,034
Deferred financing costs, net	Deferred financing costs, net	2,179		2,337

Other noncurrent assets
Other noncurrent assets
Other noncurrent assets	Other noncurrent assets	39,338		50,876
Total assets	Total assets	$	480,447	$	498,335
Liabilities	Liabilities					Liabilities
Current liabilities:	Current liabilities:					Current liabilities:
Current finance lease liabilities	Current finance lease liabilities	$	1,514	$	1,683
Current operating lease liabilities	Current operating lease liabilities	15,230		15,310
Accounts payable	Accounts payable	18,251		19,896
Other current liabilities	Other current liabilities	50,407		56,762
Total current liabilities	Total current liabilities	85,402		93,651
Long-term liabilities:	Long-term liabilities:					Long-term liabilities:
Long-term debt	Long-term debt	264,000		261,500
Noncurrent finance lease liabilities	Noncurrent finance lease liabilities	9,237		9,555
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	120,140		123,404
Liability for insurance claims, less current portion	Liability for insurance claims, less current portion	7,138		7,324
Deferred income taxes, net	Deferred income taxes, net	7,673		7,419
Other noncurrent liabilities	Other noncurrent liabilities	31,859		32,598
Total long-term liabilities	Total long-term liabilities	440,047		441,800
Total liabilities	Total liabilities	525,449		535,451
Shareholders' deficit	Shareholders' deficit					Shareholders' deficit
Common stock $0.01 par value; 135,000 shares authorized; March 29, 2023: 65,468 shares issued and 56,392 outstanding; December 28, 2022: 64,998 shares issued and 56,728 shares outstanding		$	655	$	650
Common stock $0.01 par value; 135,000 shares authorized; March 27, 2024: 53,262 shares issued and 52,119 outstanding; December 27, 2023: 52,906 shares issued and 52,239 shares outstanding
Paid-in capital	Paid-in capital	142,258		142,136
Deficit	Deficit	(41,132)		(41,729)
Accumulated other comprehensive loss, net	Accumulated other comprehensive loss, net	(42,340)		(42,697)
Treasury stock, at cost, 9,076 and 8,270 shares, respectively		(104,443)		(95,476)
Treasury stock, at cost, 1,143 and 667 shares, respectively
Total shareholders' deficit	Total shareholders' deficit	(45,002)		(37,116)
Total liabilities and shareholders' deficit	Total liabilities and shareholders' deficit	$	480,447	$	498,335

See accompanying notes

Denny’s Corporation and Subsidiaries

Consolidated Statements of ~~Operations~~Income

(Unaudited)




		Quarter Ended						Quarter Ended
			March 29, 2023		March 30, 2022				March 27, 2024	March 29, 2023
			(In thousands, except per share amounts)						(In thousands, except per share amounts)
Revenue:	Revenue:						Revenue:
Company restaurant sales	Company restaurant sales		$	53,452	$	43,976
Franchise and license revenue	Franchise and license revenue		64,019		59,131
Total operating revenue	Total operating revenue		117,471		103,107
Costs of company restaurant sales, excluding depreciation and amortization:	Costs of company restaurant sales, excluding depreciation and amortization:						Costs of company restaurant sales, excluding depreciation and amortization:
Product costs	Product costs		14,039		11,244
Payroll and benefits	Payroll and benefits		20,240		17,086
Occupancy	Occupancy		4,094		3,240
Other operating expenses	Other operating expenses		8,119		7,055
Total costs of company restaurant sales, excluding depreciation and amortization	Total costs of company restaurant sales, excluding depreciation and amortization		46,492		38,625
Costs of franchise and license revenue, excluding depreciation and amortization	Costs of franchise and license revenue, excluding depreciation and amortization		32,387		30,669
General and administrative expenses	General and administrative expenses		20,118		16,958
Depreciation and amortization	Depreciation and amortization		3,656		3,548
Operating (gains), losses and other charges, net	Operating (gains), losses and other charges, net		(1,329)		—
Total operating costs and expenses, net	Total operating costs and expenses, net		101,324		89,800
Operating income	Operating income		16,147		13,307
Interest expense, net	Interest expense, net		4,505		2,960
Other nonoperating expense (income), net			10,093		(19,615)
Other nonoperating (income) expense, net
Income before income taxes	Income before income taxes		1,549		29,962
Provision for income taxes	Provision for income taxes		952		8,107
Net income	Net income		$	597	$	21,855

Net income per share - basic	Net income per share - basic		$	0.01	$	0.35
Net income per share - basic
Net income per share - basic
Net income per share - diluted	Net income per share - diluted		$	0.01	$	0.34

Basic weighted average shares outstanding	Basic weighted average shares outstanding		57,638		63,343
Basic weighted average shares outstanding
Basic weighted average shares outstanding
Diluted weighted average shares outstanding	Diluted weighted average shares outstanding		57,840		63,580

See accompanying notes

Denny’s Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

Quarter Ended

March 29, 2023

March 30, 2022

March 27, 2024

March 29, 2023

(In thousands)

Net income

597

21,855

Other comprehensive income (loss), net of tax:

Minimum pension liability adjustment, net of tax of $22 and $8, respectively

Changes in the fair value of cash flow hedges, net of tax of $321 and $1,673, respectively

942

5,015

Reclassification of cash flow hedges to interest expense, net of tax of $(236) and $248, respectively

(694)

742

Minimum pension liability adjustment, net of tax of $6 and $22, respectively

Changes in the fair value of cash flow hedges, net of tax of $2,423 and $321, respectively

Reclassification of cash flow hedges to interest expense, net of tax of $(381) and $(236), respectively

Amortization of unrealized losses related to interest rate swaps to interest expense, net of tax of $14 and $0, respectively

—

Amortization of unrealized losses related to interest rate swaps to interest expense, net of tax of $36 and $14, respectively

Other comprehensive income

357

5,781

Total comprehensive income

954

27,636

See accompanying notes

Denny’s Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Deficit

For the Quarter Ended March ~~29, 2023~~27, 2024 and March ~~30, 2022~~29, 2023

(Unaudited)


		Common Stock			Treasury Stock			Paid-in Capital				Deficit		Accumulated Other Comprehensive Loss, Net		Total Shareholders’ Deficit		Common Stock		Treasury Stock	Paid-in Capital	Deficit	Accumulated Other Comprehensive Loss, Net	Total Shareholders’ Deficit
		Shares	Amount		Shares	Amount
		(In thousands)
Balance, December 28, 2022		64,998	$	650	(8,270)	$	(95,476)			$	142,136			$	(41,729)	$	(42,697)		(37,116)

																		(In thousands)
Balance, December 27, 2023

Net income
Net income
Net income	Net income	—	—		—	—		—				597		—		597
Other comprehensive income	Other comprehensive income	—	—		—	—		—				—		357		357

Share-based compensation on equity classified awards, net of withholding tax	Share-based compensation on equity classified awards, net of withholding tax	—	—		—	—		127				—		—		127
Purchase of treasury stock		—	—		(806)	(8,967)		—				—		—		(8,967)
Share-based compensation on equity classified awards, net of withholding tax
Share-based compensation on equity classified awards, net of withholding tax
Purchase of treasury stock, including excise tax

Issuance of common stock for share-based compensation	Issuance of common stock for share-based compensation	470	5		—	—		(5)				—		—		—

Balance, March 29, 2023		65,468	$	655	(9,076)	$	(104,443)	$	142,258			$	(41,132)	$	(42,340)	$	(45,002)

Issuance of common stock for share-based compensation

Issuance of common stock for share-based compensation

Balance, March 27, 2024
Balance, March 27, 2024
Balance, March 27, 2024


		Common Stock			Treasury Stock			Paid-in Capital				Deficit		Accumulated Other Comprehensive Loss, Net		Total Shareholders’ Deficit		Common Stock			Treasury Stock	Paid-in Capital	Deficit	Accumulated Other Comprehensive Loss, Net	Total Shareholders’ Deficit
		Shares	Amount		Shares	Amount
		(In thousands)
Balance, December 29, 2021		64,200	$	642	(1,990)	$	(30,592)			$	135,596			$	(116,441)	$	(54,470)		$	(65,265)

																		(In thousands)
Balance, December 28, 2022

Net income
Net income
Net income	Net income	—	—		—	—		—				21,855		—		21,855
Other comprehensive income	Other comprehensive income	—	—		—	—		—				—		5,781		5,781

Share-based compensation on equity classified awards, net of withholding tax	Share-based compensation on equity classified awards, net of withholding tax	—	—		—	—		1,739				—		—		1,739
Purchase of treasury stock		—	—		(754)	(11,865)		—				—		—		(11,865)
Share-based compensation on equity classified awards, net of withholding tax
Share-based compensation on equity classified awards, net of withholding tax
Purchase of treasury stock, including excise tax

Issuance of common stock for share-based compensation	Issuance of common stock for share-based compensation	257	3		—	—		(3)				—		—		—

Balance, March 30, 2022		64,457	$	645	(2,744)	$	(42,457)	$	137,332			$	(94,586)	$	(48,689)	$	(47,755)

Issuance of common stock for share-based compensation

Issuance of common stock for share-based compensation

Balance, March 29, 2023
Balance, March 29, 2023
Balance, March 29, 2023

See accompanying notes

Denny’s Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)


		Quarter Ended					Quarter Ended
		March 29, 2023		March 30, 2022			March 27, 2024	March 29, 2023
		(In thousands)					(In thousands)
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	597	$	21,855
Adjustments to reconcile net income to cash flows provided by (used in) operating activities:
Adjustments to reconcile net income to cash flows provided by operating activities:						Adjustments to reconcile net income to cash flows provided by operating activities:
Depreciation and amortization	Depreciation and amortization	3,656		3,548
Operating (gains), losses and other charges, net	Operating (gains), losses and other charges, net	(1,329)		—
Losses (gains) and amortization on interest rate swaps, net		10,662		(20,253)
Losses and amortization on interest rate swaps, net
Amortization of deferred financing costs	Amortization of deferred financing costs	159		158
Losses (gains) on investments		(5)		65
Gains on early termination of debt and leases		—		24
Deferred income tax expense		133		4,436
Gains on investments
Losses on early termination of debt and leases
Deferred income tax (benefit) expense
Decrease of tax valuation allowance
Share-based compensation expense	Share-based compensation expense	3,094		4,015
Changes in assets and liabilities, excluding acquisitions and dispositions:	Changes in assets and liabilities, excluding acquisitions and dispositions:					Changes in assets and liabilities, excluding acquisitions and dispositions:
Receivables	Receivables	1,814		(3,567)
Inventories	Inventories	2,284		(4,768)
Prepaids and other current assets	Prepaids and other current assets	2,652		3,451
Other noncurrent assets	Other noncurrent assets	1,119		4,085
Operating lease assets and liabilities	Operating lease assets and liabilities	(246)		(244)
Accounts payable	Accounts payable	(1,131)		(2,405)
Other accrued liabilities	Other accrued liabilities	(6,534)		(14,964)
Other noncurrent liabilities	Other noncurrent liabilities	(772)		(2,500)
Net cash flows provided by (used in) operating activities		16,153		(7,064)
Net cash flows provided by operating activities
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures	Capital expenditures	(1,304)		(2,778)

Proceeds from sales of restaurants, real estate and other assets		1,715		108
Proceeds from sales of real estate and other assets

Proceeds from sales of real estate and other assets

Proceeds from sales of real estate and other assets
Investment purchases	Investment purchases	(1,300)		(1,200)

Collections on notes receivable	Collections on notes receivable	320		67

Collections on notes receivable

Collections on notes receivable
Issuance of notes receivable
Net cash flows used in investing activities	Net cash flows used in investing activities	(569)		(3,803)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Revolver borrowings	Revolver borrowings	35,000		13,825
Revolver payments	Revolver payments	(32,500)		(12,325)
Repayments of finance leases	Repayments of finance leases	(506)		(503)

Tax withholding on share-based payments	Tax withholding on share-based payments	(2,846)		(2,165)
Tax withholding on share-based payments
Tax withholding on share-based payments

Purchase of treasury stock
Purchase of treasury stock
Purchase of treasury stock	Purchase of treasury stock	(9,041)		(12,498)

Net bank overdrafts	Net bank overdrafts	(319)		—
Net cash flows used in financing activities		(10,212)		(13,666)
Increase (decrease) in cash and cash equivalents		5,372		(24,533)
Net bank overdrafts
Net bank overdrafts
Net cash flows provided by (used in) financing activities
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	3,523		30,624
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	8,895	$	6,091

See accompanying notes

Denny’s Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Introduction and Basis of Presentation

Denny’s Corporation, or the Company, is one of America’s largest full-service restaurant chains based on number of restaurants. As of March ~~29, 2023,~~27, 2024, the Company consisted of ~~1,648~~1,614 restaurants, ~~1,574~~1,539 of which were franchised/licensed restaurants and 7475 of which were company operated.

The Company consists of the Denny’s brand ("Denny's") and the Keke’s Breakfast Café brand (“Keke’s”). ~~Keke’s was acquired on July 20, 2022.~~ As of March ~~29, 2023,~~27, 2024, the Denny's brand consisted of ~~1,594~~1,553 restaurants, ~~1,528~~1,489 of which were franchised/licensed restaurants and 6664 of which were company operated. At March ~~29, 2023,~~27, 2024, the Keke's brand consisted of 5461 restaurants, 4650 of which were franchised restaurants and ~~eight~~11 of which were company operated.

Through the current quarter ended March 29, 2023, many Denny’s restaurants have not returned to full operating hours, since closing or reducing hours in 2020 due to the COVID-19 pandemic, particularly at the late night daypart. Additionally, our restaurant operations have been negatively impacted by a tight labor market and inflated commodity costs. Our operating results substantially depend upon the sales volumes, restaurant profitability, and financial stability of our company and franchised and licensed restaurants.

We cannot currently estimate the duration or future negative financial impact of these economic conditions on our business. Ongoing material adverse effects of these economic conditions for an extended period could negatively affect our business, results of operations, liquidity and financial condition and could impact our impairment assessments of accounts receivable, intangible assets, long-lived assets and goodwill.

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

These interim consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto as of and for the fiscal year ended December ~~28, 2022~~27, 2023 which are contained in our audited Annual Report on Form 10-K for the fiscal year ended December ~~28, 2022.~~27, 2023. The results of operations for the interim periods presented are not necessarily indicative of the results for the entire fiscal year ending December ~~27, 2023.~~25, 2024. Our significant interim accounting policies include the recognition of advertising and marketing costs, generally in proportion to revenue, and the recognition of income taxes using an estimated annual effective rate.

Note 2. Summary of Significant Accounting Policies

Newly Adopted Accounting Standards

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” which was later clarified in January 2021 by ASU 2021-01, “Reference Rate Reform (Topic 848): Scope”. Additionally, in December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848”, which allows ASU 2020-04 to be adopted and applied prospectively to contract modifications made on or before December 31, 2024. The guidance provides optional guidance, for a limited time, to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The Company adopted ASU 2020-04 on March 12, 2020. The adoption of and future elections under this new guidance did not and are not expected to have a material impact on the Company’s consolidated financial position or results of operations. The guidance is effective through December 31, 2024.

Accounting Standards to be Adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The new guidance requires enhanced reportable segment disclosures to include significant segment expenses. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 (our fiscal 2024) and interim periods beginning after December 15, 2024 (our fiscal 2025). We are currently evaluating the impact that the adoption of this new guidance will have on our Consolidated Financial Statements and will add necessary disclosures upon adoption.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The new guidance requires enhanced effective tax rate reconciliation and income taxes paid disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 (our fiscal 2025). We are currently evaluating the impact that the adoption of this new guidance will have on our Consolidated Financial Statements and will add necessary disclosures upon adoption.

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

Note 3. Receivables

Receivables consisted of the following:


		March 29, 2023		December 28, 2022			March 27, 2024	December 27, 2023
		(In thousands)					(In thousands)
Receivables, net:	Receivables, net:					Receivables, net:
Trade accounts receivable from franchisees	Trade accounts receivable from franchisees	$	14,863	$	13,314
Other receivables from franchisees		4,469		6,731
Notes and loan receivables from franchisees

Vendor receivables
Vendor receivables
Vendor receivables	Vendor receivables	2,070		3,466
Credit card receivables	Credit card receivables	707		896
Other	Other	1,621		1,545
Allowance for doubtful accounts		(287)		(376)
Allowance for credit losses
Total receivables, net	Total receivables, net	$	23,443	$	25,576

Note 4. Goodwill and Intangible Assets

~~The following tables reflect the changes in carrying amounts of goodwill and goodwill by segment:~~

March 29, 2023
(In thousands)
Balance, beginning of year $ 72,740
Reclassifications to assets held for sale (598)
Balance, end of period $ 72,142
March 29, 2023 December 28, 2022
(In thousands)
Goodwill by segment
Denny’s $ 37,527 $ 37,527
Other 34,615 35,213
Total goodwill $ 72,142 $ 72,740










Goodwill by segment consisted of the following:
	March 27, 2024		December 27, 2023
	(In thousands)

Denny’s	$	37,527	$	37,527
Other	28,381		28,381
Total goodwill	$	65,908	$	65,908

Intangible assets consisted of the following:


		March 29, 2023				December 28, 2022					March 27, 2024		December 27, 2023
		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount	Accumulated Amortization		Gross Carrying Amount	Accumulated Amortization
		(In thousands)									(In thousands)
Intangible assets with indefinite lives:	Intangible assets with indefinite lives:									Intangible assets with indefinite lives:
Trade names	Trade names	$	79,687	$	—	$	79,687	$	—
Liquor licenses	Liquor licenses	120		—		120		—
Intangible assets with definite lives:	Intangible assets with definite lives:									Intangible assets with definite lives:
Reacquired franchise rights	Reacquired franchise rights	10,489		5,947		10,489		5,697
Franchise agreements	Franchise agreements	10,700		427		10,700		265
Intangible assets, net	Intangible assets, net	$	100,996	$	6,374	$	100,996	$	5,962

Amortization expense for intangible assets with definite lives totaled $0.4 million ~~and $0.3 million~~ for each of the quarters ended March ~~29, 2023~~27, 2024 and March ~~30, 2022, respectively.~~29, 2023.

Note 5. Other Current Liabilities

Other current liabilities consisted of the following:


		March 29, 2023		December 28, 2022		March 27, 2024	December 27, 2023
		(In thousands)				(In thousands)
Accrued payroll	Accrued payroll	$	13,546	$	17,903
Current portion of liability for insurance claims	Current portion of liability for insurance claims	3,415		3,492
Accrued taxes	Accrued taxes	4,035		4,452
Accrued advertising	Accrued advertising	5,820		6,069
Gift cards	Gift cards	6,286		7,675
Accrued legal settlements	Accrued legal settlements	5,538		5,446
Accrued interest
Other	Other	11,767		11,725
Other current liabilities	Other current liabilities	$	50,407	$	56,762

Note 6. Fair Value of Financial Instruments

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:


		Total		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total	Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
		(In thousands)								(In thousands)
Fair value measurements as of March 29, 2023:
Fair value measurements as of March 27, 2024:
Deferred compensation plan investments (1)
Deferred compensation plan investments (1)
Deferred compensation plan investments (1)	Deferred compensation plan investments (1)	$	10,742	$	10,742	$	—	$	—
Interest rate swaps (2)	Interest rate swaps (2)	7,988		—		7,988		—
Investments (3)	Investments (3)	3,051		—		3,051		—
Total	Total	$	21,781	$	10,742	$	11,039	$	—

Fair value measurements as of December 28, 2022:
Fair value measurements as of December 27, 2023:
Fair value measurements as of December 27, 2023:
Fair value measurements as of December 27, 2023:
Deferred compensation plan investments (1)
Deferred compensation plan investments (1)
Deferred compensation plan investments (1)	Deferred compensation plan investments (1)	$	10,818	$	10,818	$	—	$	—
Interest rate swaps (2)	Interest rate swaps (2)	20,047		—		20,047		—
Investments (3)	Investments (3)	1,746		—		1,746		—
Total	Total	$	32,611	$	10,818	$	21,793	$	—

(1) The fair values of our deferred compensation plan investments are based on the closing market prices of the elected investments and are included in other noncurrent assets in our Consolidated Balance Sheets.

(2) The fair values of our interest rate swaps are based upon Level 2 inputs, which include valuation models. The key inputs for the valuation models are quoted market prices, interest rates, forward yield curves and credit risk adjustments that are necessary to reflect the probability of default by the counterparty or us. For disclosures about the fair value measurements of our derivative instruments, see Note 7.

(3) The fair values of our investments are valued using a readily determinable net asset value per share based on the fair value of the underlying securities. There are no significant redemption restrictions associated with these investments.

Those assets and liabilities measured at fair value on a non-recurring basis are summarized below:
Significant Unobservable Inputs
(Level 2) Impairment Charges
(In thousands)
Fair value measurements for the year-to-date period ended March 29, 2023:
Assets held for sale (1)
$ 100 $ 129

~~(1)~~As of March 29, 2023, assets held for sale were written down to their estimated fair value. The fair value of assets held for sale is based on Level 2 inputs, which include anticipated sales agreements.


		Significant Unobservable Inputs (Level 3)		Impairment Charges
		(In thousands)
Fair value measurements as of March 27, 2024:
Assets held and used (1)		$	—	$	95

(1)	As of March 27, 2024, impaired assets were written down to their fair value. To determine fair value, we used the income approach, which assumes that the future cash flows reflect current market expectations. These fair value measurements require significant judgment using Level 3 inputs, such as discounted cash flows from operations, which are not observable from the market, directly or indirectly. There is uncertainty in the projected future cash flows used in the Company's impairment analysis, which requires the use of estimates and assumptions. If actual performance does not achieve the projections, or if the assumptions used change in the future, the Company may be required to recognize impairment charges in future periods.

Assets that are measured at fair value on a non-recurring basis include property, operating lease right-of-use assets, finance lease right-of-use assets, goodwill and intangible assets. During the quarter ended March ~~29, 2023,~~27, 2024, we recognized impairment charges of $0.1 million related to certain of these assets. See Note 9.

The carrying amounts of cash and cash equivalents, accounts ~~receivables,~~receivable, accounts payable and accrued expenses are deemed to approximate fair value due to the immediate or short-term maturity of these instruments. The fair value of notes receivable approximates the carrying value after consideration of recorded allowances and related risk-based interest rates. The liabilities under our credit facility are carried at historical cost, which approximates fair value. The fair value of our senior secured revolver approximates its carrying value since it is a variable rate facility (Level 2).

Note 7. Long-Term Debt

The Company and certain of its subsidiaries have a credit facility consisting of a five-year $400 million senior secured revolver (with a $25 million letter of credit sublimit). The ~~maturity date for the credit facility is August 26, 2026. The~~ credit facility includes an accordion feature that would allow us to increase the size of the facility to $450 million. Borrowings bear a tiered interest rate, which is based on the Company's consolidated leverage ratio. The credit facility contains provisions specifying alternative interest rate calculations to be used at such time LIBOR ceases to be available as a benchmark due to reference rate reform. Subsequent to March 29, 2023,maturity date for the credit facility ~~was amended to change the benchmark interest rate from LIBOR to Adjusted Daily Simple SOFR. See Note 17.~~is August 26, 2026.

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 its subsidiaries (other than its insurance captive subsidiary). It includes negative covenants that are usual for facilities and transactions of this type. The credit facility also includes certain financial covenants with respect to a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. We were in compliance with all financial covenants as of March ~~29, 2023.~~27, 2024.

As of March ~~29, 2023,~~27, 2024, we had outstanding revolver loans of ~~$264.0~~$261.2 million and outstanding letters of credit under the credit facility of ~~$12.3~~$17.0 million. These balances resulted in unused commitments of ~~$123.7~~$121.8 million as of March ~~29, 2023~~27, 2024 under the credit facility.

As of March ~~29, 2023,~~27, 2024, borrowings under the credit facility bore interest at a rate of ~~LIBOR~~Adjusted Daily Simple SOFR plus 2.25%~~, and~~. Letters of credit under the credit facility bore interest at a rate of 2.38%. The commitment fee, paid on the unused portion of the credit facility, was set to 0.35%.

Prior to considering the impact of our interest rate swaps, described below, the weighted-average interest rate on outstanding revolver loans was ~~6.90%~~7.69% and ~~6.37%~~7.41% as of March ~~29, 2023~~27, 2024 and December ~~28, 2022,~~27, 2023, respectively. Taking into consideration our interest rate swaps that are designated as cash flow hedges, the weighted-average interest rate of outstanding revolver loans was ~~5.34%~~5.30% and ~~5.31%~~5.04% as of March ~~29, 2023~~27, 2024 and December ~~28, 2022,~~27, 2023, respectively.

Interest Rate Hedges

We have receive-variable, pay-fixed interest rate swaps to hedge the forecasted cash flows of our floating rate debt. A summary of our interest rate swaps as of March ~~29, 2023~~27, 2024 is as follows:


Trade Date	Trade Date	Effective Date	Maturity Date		Notional Amount			Fair Value		Fixed Rate		Trade Date		Effective Date		Maturity Date			Notional Amount								Fair Value						Fixed Rate
					(In thousands)
				(In thousands)
Swaps designated as cash flow hedges	Swaps designated as cash flow hedges
Swaps designated as cash flow hedges
Swaps designated as cash flow hedges
March 20, 2015
March 20, 2015
March 20, 2015	March 20, 2015	March 29, 2018	March 31, 2025		$	120,000		$	3,969	2.44	%		March 29, 2018		March 31, 2025		$	120,000			$				$	3,040			2.34			2.34		%
October 1, 2015	October 1, 2015	March 29, 2018	March 31, 2026		$	50,000		$	1,926	2.46	%	October 1, 2015		March 29, 2018		March 31, 2026			$	50,000			$				$	1,980		2.37				2.37	%
February 15, 2018	February 15, 2018	March 31, 2020	December 31, 2033		$	26,000	(1)	$	2,093	3.19	%	February 15, 2018		March 31, 2020		December 31, 2033			$	44,000		(1)	(1)	$	11,958			3.09			3.09		%
Total	Total				$	196,000		$	7,988

(1) The notional amounts of the swaps entered into on February 15, 2018 increase periodically until they reach the maximum notional amount of $335 million on August 31, 2033.

Termination and Designation of Certain Interest Rate Swaps

During the quarter ended March 29, 2023, we terminated a portion of our hedging relationship entered into in 2018 (“2018 Swaps”), reducing the previous maximum notional amount of $425 million on August 31, 2033 to $335 million. ~~As a result, we expect our total swaps to approximate 80% of our outstanding debt prospectively.~~ We received $1.5 million of cash as a result of the termination which is recorded as a component of operating activities in our Consolidated ~~Statements~~Statement of Cash ~~Flow~~Flows for the quarter ~~end~~ended March 29, 2023.

In addition, during the quarter ended March 29, 2023, we designated the remaining 2018 Swaps as cash flow hedges of our exposure to variability in future cash flows attributable to variable rate interest payments due on forecasted notional amounts. The fair value of $0.4 million related to the 2018 Swaps at the date of designation will be amortized into our Consolidated Statements of Operations as a component of interest expense, net over the remaining term of the 2018 Swaps. For the quarter ended March 29, 2023, we amortized less than $0.1 million of designation date fair value to interest expense, net related to the designation of the 2018 Swaps. At March 29, 2023, $0.3 million of designation date fair value was included in accumulated other comprehensive loss, net in our Consolidated Statements of Shareholders' Deficit. We expect to amortize $0.1 million of the designation date fair value to interest expense, net in our Consolidated Statements of Operations during the next 12 months.

~~See~~ ~~PreviouslyDedesignated Interest Rate Swaps~~ ~~below for information on the 2018 Swaps prior to their designation as cash flow hedges.~~

Changes in Fair Value of Interest Rate Swaps ~~Designated as Cash Flow Hedges~~

To the extent the swaps are highly effective in offsetting the variability of the hedged cash flows, changes in the fair value of the swaps are not included in the Consolidated Statements of ~~Operations~~Income but are reported as a component of other comprehensive income (loss). ~~The~~Our interest rate swaps ~~entered into in 2015 and 2018~~ are designated as cash flow hedges with unrealized gains and losses recorded as a component of accumulated other comprehensive loss, net.

As of March ~~29, 2023,~~27, 2024, the fair value of the swaps designated as cash flow hedges was an asset of ~~$8.0~~$17.0 million, recorded as a component of other noncurrent assets. The designated swaps have an offsetting amount (before taxes) recorded as a component of accumulated other comprehensive loss, net in our Consolidated Balance Sheets. See Note 13 for amounts recorded in accumulated other comprehensive loss related to interest rate swaps. For the quarter ended March 27, 2024, we reclassified $1.5 million from accumulated other comprehensive loss, net as a reduction to interest expense, net. We expect to reclassify ~~$4.9~~$6.2 million from accumulated other comprehensive loss, net as a reduction to interest expense, net in our Consolidated Statements of ~~Operations~~Income related to swaps designated as cash flow hedges during the next 12 months.

~~Previously Dedesignated Interest Rate Swaps~~

~~During~~For the ~~year ended December 30, 2020, we determined that a portion of the underlying cash flows related~~periods prior to ~~our 2018 Swaps were no longer probable of occurring over the term of the interest rate swaps. Accordingly, we dedesignated the~~their designation as cash flow relationship and discontinued hedge accounting treatment for the 2018 Swaps in 2020. As a result, we reclassified a portion of losses from accumulated other comprehensive loss, net to other nonoperating expense (income), net in our Consolidated Statements of Operations and began amortizing the remaining amounts of unrealized losses related to the 2018 Swaps from accumulated other comprehensive loss, net into our Consolidated Statements of Operations as a component of

interest expense, net over the remaining term of the 2018 Swaps. For the quarters ended March 29, 2023 and March 30, 2022, unrealized losses of less than $0.1 million were reclassified to interest expense, net related to the dedesignated 2018 Swaps. At March 29, 2023, $64.1 million (before taxes) of unrealized losses remained in accumulated other comprehensive loss, net. These amounts will continue to amortize from accumulated other comprehensive loss, net subsequent to the redesignation of the 2018 Swaps. See ~~Termination and Designation of Certain Interest Rate Swaps~~ above. We expect to amortize $0.3 million from accumulated other comprehensive loss, net to interest expense, net in our Consolidated Statements of Operations related to dedesignated interest rate swaps during the next 12 months.

~~As a result of the dedesignated cash flow relationship related to the 2018 Swaps,~~hedges, changes in the fair value of the 2018 Swaps were recorded as a component of other nonoperating (income) expense, ~~(income),~~ net in our Consolidated Statements of ~~Operations for the periods prior to their designation as cash flow hedges during the quarter ended March 29, 2023. See~~ ~~Termination and Designation of Certain Interest Rate Swaps~~ ~~above.~~Income. For the quarter ended March 29, 2023, we recorded expense of $10.6 million ~~and for the quarter ended March 30, 2022, we recorded income of $20.3 million,~~ as a component of other nonoperating (income) expense, ~~(income),~~ net related to the 2018 Swaps resulting from changes in fair value.

Amortization of Certain Amounts Included in Accumulated Other Comprehensive Loss, Net

At March 27, 2024, we had a total of $64.0 million (before taxes) included in accumulated other comprehensive loss, net related to (i) the discontinuance of hedge accounting treatment related to certain cash flow hedges in prior years and (ii) the fair value of certain swaps at the date of designation as cash flow hedges that are being amortized into our Consolidated Statements of Income as a component of interest expense, net over the remaining term of the related swap.

For the quarter ended March 27, 2024, we recorded unrealized losses of $0.1 million to interest expense, net. For the quarter ended March 29, 2023, we recorded unrealized losses of less than $0.1 million to interest expense, net. We expect to amortize $0.9 million from accumulated other comprehensive loss, net to interest expense, net in our Consolidated Statements of Income related to dedesignated interest rate swaps during the next 12 months.

Note 8. Revenues

The following table disaggregates our revenue by sales channel and type of good or service:




		Quarter Ended					Quarter Ended
			March 29, 2023		March 30, 2022			March 27, 2024	March 29, 2023
			(In thousands)					(In thousands)
Company restaurant sales	Company restaurant sales		$	53,452	$	43,976
Franchise and license revenue:	Franchise and license revenue:
Royalties	Royalties		30,027		26,525
Royalties
Royalties
Advertising revenue	Advertising revenue		19,668		18,206
Initial and other fees	Initial and other fees		4,990		4,507
Occupancy revenue	Occupancy revenue		9,334		9,893
Franchise and license revenue	Franchise and license revenue		64,019		59,131
Total operating revenue	Total operating revenue		$	117,471	$	103,107

Franchise occupancy revenue consisted of the following:




		Quarter Ended					Quarter Ended
			March 29, 2023		March 30, 2022			March 27, 2024	March 29, 2023
			(In thousands)					(In thousands)
Operating lease revenue	Operating lease revenue		$	6,871	$	7,418
Variable lease revenue	Variable lease revenue		2,463		2,475
Total occupancy revenue	Total occupancy revenue		$	9,334	$	9,893

Balances related to contracts with customers ~~consists~~consist of receivables, contract assets, deferred franchise revenue and deferred gift card revenue. See Note 3 for details on our receivables.

Deferred franchise revenue consists primarily of the unamortized portion of initial franchise fees that are currently being amortized into revenue and amounts related to development agreements and unopened restaurants that will begin amortizing into revenue when the related restaurants are opened. Deferred franchise revenue represents our remaining performance obligations to our franchisees, excluding amounts of variable consideration related to sales-based royalties and advertising.

The components of the change in deferred franchise revenue are as follows:


	(In thousands)
Balance, December ~~28, 2022~~27, 2023	$	~~20,751~~19,150
Fees received from franchisees	~~455~~220

Revenue recognized (1)	~~(745)~~(779)
Balance, March ~~29, 2023~~27, 2024	~~20,461~~18,591
Less current portion included in other current liabilities	~~2,210~~2,132
Deferred franchise revenue included in other noncurrent liabilities	$	~~18,251~~16,459

(1) Of this amount $0.7 million was included in the deferred franchise revenue balance as of December ~~28, 2022.~~27, 2023.

We record contract assets related to incentives and subsidies provided to franchisees related to new unit openings and/or equipment upgrades. These amounts will be recognized as a component of franchise and license revenue over the remaining term of the related franchise agreements.

The components of the change in contract assets are as follows:


	(In thousands)
Balance, December ~~28, 2022~~27, 2023	$	~~5,361~~6,608
Franchisee deferred costs	~~942~~27
Contract asset amortization	~~(291)~~(347)
Balance, March ~~29, 2023~~27, 2024	~~6,012~~6,288
Less current portion included in other current assets	~~839~~1,005
Contract assets included in other noncurrent assets	$	~~5,173~~5,283

~~During 2021, 2022 and 2023, the~~The Company ~~purchased~~purchases equipment related to ~~a kitchen modernization program~~various programs for franchise ~~restaurants.~~restaurants, including kitchen and point-of-sale system equipment. We bill our franchisees and recognize revenue when the related equipment is installed, less amounts contributed from the Company, which have been deferred as contract assets in the table above. We recognized ~~$2.2~~$0.3 million of revenue, recorded as a component of initial and other fees, related to the sale of ~~kitchen~~ equipment to franchisees during the ~~quarters~~quarter ended March 27, 2024. We recognized $2.4 million of revenue, recorded as a component of initial and other fees, related to the sale of equipment to franchisees during the quarter ended March 29, ~~2023 and March 30, 2022, respectively.~~2023. As of March ~~29, 2023,~~27, 2024, we had ~~$1.3~~$0.5 million in inventory and ~~$4.7~~$0.1 million in receivables related to the ~~kitchen equipment rollout.~~purchased equipment. As of December ~~28, 2022,~~27, 2023, we had ~~$3.6~~$0.6 million in inventory and ~~$6.6~~$0.3 million in receivables related to the ~~kitchen equipment rollout.~~purchased equipment.

As of March 27, 2024, deferred franchise revenue, net of contract asset amortization, expected to be recognized in the future is as follows:


	(In thousands)
Remainder of 2024	$	859
2025	1,131
2026	1,131
2027	1,100
2028	973
Thereafter	7,109
Deferred franchise revenue, net	$	12,303

Deferred gift card liabilities consist of the unredeemed portion of gift cards sold in company restaurants and at third party locations. The balance of deferred gift card liabilities represents our remaining performance obligations to our customers. The balance of deferred gift card liabilities as of March ~~29, 2023~~27, 2024 and December ~~28, 2022~~27, 2023 was ~~$6.3~~$6.4 million and ~~$7.7~~$7.8 million, respectively. During the quarter ended March ~~29, 2023,~~27, 2024, we recognized revenue of $0.2 million from gift card redemptions at company restaurants.

Note 9. Operating (Gains), Losses and Other Charges, Net

Operating (gains), losses and other charges, net consisted of the following:
Quarter Ended
March 29, 2023 March 30, 2022
(In thousands)
Gains on sales of assets and other, net $ (1,522) $ (146)
Restructuring charges and exit costs 64 146
Impairment charges 129 —
Operating (gains), losses and other charges, net $ (1,329) $ —


	Quarter Ended
		March 27, 2024		March 29, 2023
		(In thousands)
Gains on sales of assets and other, net		$	(620)	$	(1,522)
Restructuring charges and exit costs		198		64
Impairment charges		95		129
Operating (gains), losses and other charges, net		$	(327)	$	(1,329)

~~We recorded impairment charges of $0.1 million related to property during~~During the ~~quarter~~quarters ended March 27, 2024 and March 29, 2023, ~~resulting from~~gains on sales of assets ~~being classified as held for sale.~~ and other, net were primarily related to the sales of real estate.

As of March ~~29, 2023,~~27, 2024, we had recorded assets held for sale at the lesser of the carrying value or fair value amount of ~~$2.3~~$1.1 million (consisting of property of ~~$1.4 million, goodwill of~~ $0.6 million and ~~other assets~~goodwill of ~~$0.3~~$0.5 million) related to ~~three parcels of real estate and~~ three Keke's restaurants. As of December ~~28, 2022,~~27, 2023, we had recorded assets held for sale at their carrying amount of ~~$1.4~~$1.5 million (consisting of property of ~~$1.1~~$0.9 million, goodwill of $0.5 million and other assets of ~~$0.3~~$0.1 million) related to ~~four parcels~~one parcel of real ~~estate.~~estate and three Keke's restaurants.

Restructuring charges and exit costs consisted of the following:




		Quarter Ended					Quarter Ended
			March 29, 2023		March 30, 2022			March 27, 2024	March 29, 2023
			(In thousands)					(In thousands)
Exit costs	Exit costs		$	—	$	12
Severance and other restructuring charges	Severance and other restructuring charges		64		134
Total restructuring charges and exit costs	Total restructuring charges and exit costs		$	64	$	146

Exit costs primarily consist of costs related to closed restaurants. Exit cost liabilities related to lease costs are included as a component of operating lease liabilities in our Consolidated Balance Sheets.

As of March ~~29, 2023~~27, 2024 and December ~~28, 2022,~~27, 2023, we had accrued severance and other restructuring charges of ~~$0.4~~$1.0 million and ~~$0.7~~$1.4 million, respectively. The balance as of March ~~29, 2023~~27, 2024 is expected to be paid during the next 12 months.

We recorded impairment charges of $0.1 million related to property for the quarter ended March 27, 2024, resulting from our assessment of closed units.

Note 10. Share-Based Compensation

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




		Quarter Ended					Quarter Ended
			March 29, 2023		March 30, 2022			March 27, 2024	March 29, 2023
			(In thousands)					(In thousands)
Employee share awards	Employee share awards		$	2,847	$	3,794
Restricted stock units for board members	Restricted stock units for board members		247		221
Total share-based compensation	Total share-based compensation		$	3,094	$	4,015

Employee Share Awards

During the quarter ended March ~~29, 2023,~~27, 2024, we granted certain employees ~~0.3~~0.6 million performance share units ("PSUs") with a weighted average grant date fair value of ~~$18.36~~$15.48 per share that vest based on the total shareholder return (“TSR”) of our common stock compared to the TSRs of a group of peer ~~companies and 0.3 million PSUs with a weighted average grant date fair value of $11.92 per share that vest based on our Adjusted EPS growth rate versus plan, as defined under the terms of the award.~~companies. As the TSR based PSUs contain a market condition, a Monte Carlo valuation was used to determine the grant date fair value. The performance period for these PSUs is the ~~three year~~three-year fiscal period beginning December ~~29, 2022~~28, 2023 and ending December ~~31, 2025.~~30, 2026. The PSUs will ~~completely~~ vest and be earned at the end of the performance period at which point the relative TSR ~~and Adjusted EPS growth rate~~ achievement percentages will be applied to the vested units (from 0% to 200% of the target award). We recognize compensation cost associated with 0.5 million of these PSU awards over the entire performance period on a straight-line basis, with compensation cost for the remaining 0.1 million PSU awards recognized on a graded-vesting basis due to the accelerated vesting terms for certain retirement eligible individuals.

During the quarter ended March ~~29, 2023,~~27, 2024, we also granted certain employees 0.7 million restricted stock units ("RSUs") with a weighted average grant date fair value of ~~$11.85~~$10.81 per share. These RSUs generally vest evenly over the ~~three year~~three-year fiscal period beginning December ~~29, 2022~~28, 2023 and ending December ~~31, 2025.~~30, 2026. We recognize compensation cost associated with these RSU awards on a straight-line basis over the entire performance period of the award.

During the quarter ended March ~~29, 2023,~~27, 2024, we issued ~~0.5~~0.4 million shares of common stock related to vested PSUs and RSUs. In addition, ~~0.3~~0.2 million shares of common stock were withheld in lieu of taxes related to vested PSUs and RSUs.

As of March ~~29, 2023,~~27, 2024, we had ~~$24.1~~$24.0 million of unrecognized compensation cost related to unvested PSU awards and RSU awards outstanding, which have a weighted average remaining contractual term of ~~2.3~~2.4 years.

Restricted Stock Units for Board Members

As of March ~~29, 2023,~~27, 2024, we had $0.1 million of unrecognized compensation cost related to unvested RSU awards outstanding, which have a weighted average remaining contractual term of 0.1 years.

Note 11. Income Taxes

The effective income tax rate was ~~61.5%~~24.6% for the quarter ended March ~~29, 2023,~~27, 2024, compared to ~~27.1%~~61.5% for the prior year period. The effective income tax rate for the quarter ended March 29, 2023 included ~~a 36.6%~~ discrete ~~item~~items relating to share-based ~~compensation.~~compensation of 36.6%. We did not have a similar discrete item for the quarter ended March 27, 2024.

Note 12. Net Income Per Share

The amounts used for the basic and diluted net income per share calculations are summarized below:




		Quarter Ended					Quarter Ended
			March 29, 2023		March 30, 2022			March 27, 2024	March 29, 2023
			(In thousands, except per share amounts)					(In thousands, except per share amounts)
Net income	Net income		$	597	$	21,855

Weighted average shares outstanding - basic	Weighted average shares outstanding - basic		57,638		63,343
Weighted average shares outstanding - basic
Weighted average shares outstanding - basic
Effect of dilutive share-based compensation awards	Effect of dilutive share-based compensation awards		202		237
Weighted average shares outstanding - diluted	Weighted average shares outstanding - diluted		57,840		63,580

Net income per share - basic	Net income per share - basic		$	0.01	$	0.35
Net income per share - basic
Net income per share - basic
Net income per share - diluted	Net income per share - diluted		$	0.01	$	0.34

Anti-dilutive share-based compensation awards	Anti-dilutive share-based compensation awards		807		829
Anti-dilutive share-based compensation awards
Anti-dilutive share-based compensation awards

Note 13. Shareholders' Deficit

Share Repurchases

Our credit facility permits the repurchase of the Company's stock and the payment of cash dividends subject to certain limitations. Our Board of Directors approves share repurchases of our common stock. Under these authorizations, 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. Currently, we are operating under a $250 million share repurchase authorization approved by the Board of Directors in December 2019.

During the quarter ended March ~~29, 2023,~~27, 2024, we repurchased a total of ~~0.8~~0.5 million shares of our common stock for ~~$9.0~~$4.8 million, ~~under the current authorization.~~including excise taxes. This brings the total amount repurchased under the current authorization to ~~$106.4~~$154.3 million, leaving ~~$143.6~~$95.7 million that can be used to repurchase our common stock under this authorization as of March ~~29, 2023.~~27, 2024. Repurchased shares are included as treasury stock in our Consolidated Balance Sheets and our Consolidated Statements of Shareholders' Deficit.

In the fourth quarter of fiscal 2023, the Board approved the retirement of 12.8 million shares of treasury stock at a weighted average share price of $11.02, including excise taxes. As of March ~~29, 2023, 9.1~~27, 2024, 1.1 million shares were held in treasury stock.

1617

Accumulated Other Comprehensive Loss, Net

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


		Defined Benefit Plans		Derivatives		Accumulated Other Comprehensive Loss, Net
		(In thousands)
Balance as of December 28, 2022		$	(555)	$	(42,142)	$	(42,697)
	Defined Benefit Plans							Defined Benefit Plans	Derivatives		Accumulated Other Comprehensive Loss, Net
	(In thousands)									(In thousands)
Balance as of December 27, 2023

Amortization of net loss (1)	Amortization of net loss (1)	89		—		89
Amortization of net loss (1)
Amortization of net loss (1)

Changes in the fair value of cash flow hedges
Changes in the fair value of cash flow hedges
Changes in the fair value of cash flow hedges	Changes in the fair value of cash flow hedges	—		1,263		1,263
Reclassification of cash flow hedges to interest expense, net (2)	Reclassification of cash flow hedges to interest expense, net (2)	—		(930)		(930)

Amortization of unrealized losses related to interest rate swaps to interest expense, net	Amortization of unrealized losses related to interest rate swaps to interest expense, net	—		56		56
Amortization of unrealized losses related to interest rate swaps to interest expense, net
Amortization of unrealized losses related to interest rate swaps to interest expense, net
Income tax expense related to items of other comprehensive income (loss)	Income tax expense related to items of other comprehensive income (loss)	(22)		(99)		(121)
Balance as of March 29, 2023		$	(488)	$	(41,852)	$	(42,340)
Balance as of March 27, 2024

(1) Before-tax amount related to our defined benefit plans that was reclassified from accumulated other comprehensive loss, net and included as a component of pension expense within general and administrative expenses in our Consolidated ~~Statement~~Statements of ~~Operations~~Income during the quarter ended March ~~29, 2023.~~27, 2024.

(2) Amounts reclassified from accumulated other comprehensive loss, net into interest expense, net in our Consolidated ~~Statement~~Statements of ~~Operations~~Income represent payments either (received from) or made to the counterparty for the interest rate hedges. See Note 7 for additional details.

Note 14. Commitments and Contingencies

Legal Proceedings

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 our consolidated results of operations or financial position.

Note 15. Supplemental Cash Flow Information


		Quarter Ended				Quarter Ended
		March 29, 2023		March 30, 2022		March 27, 2024	March 29, 2023
		(In thousands)				(In thousands)
Income taxes paid, net	Income taxes paid, net	$	489	$	449
Interest paid	Interest paid	$	4,253	$	2,849

Noncash investing and financing activities:	Noncash investing and financing activities:
Noncash investing and financing activities:
Noncash investing and financing activities:

Accrued purchase of property

Accrued purchase of property

Accrued purchase of property
Issuance of common stock, pursuant to share-based compensation plans	Issuance of common stock, pursuant to share-based compensation plans	$	5,257	$	4,081

Execution of finance leases
Execution of finance leases
Execution of finance leases	Execution of finance leases	$	14	$	133
Treasury stock payable	Treasury stock payable	$	468	$	—

Note 16. Segment Information

We manage our business by brand and as a result have identified two operating segments, Denny’s and Keke’s. In addition, we have identified Denny’s as a reportable segment. The Denny’s reportable segment includes the results of all company and franchised and licensed Denny’s restaurants. Our Keke’s operating segment, which includes the results of all company and ~~franchise~~franchised Keke's restaurants, is included in Other.

The primary sources of revenues for all operating segments are the sale of food and beverages at our company restaurants and the collection of royalties, advertising revenue, initial and other fees, including occupancy revenue, from restaurants operated by our franchisees. We do not rely on any major customer as a source of sales and the customers and assets of all operating segments are located predominantly in the United States. There are no material transactions between segments.

1718

Management’s measure of segment income is restaurant-level operating margin. The Company defines restaurant-level operating margin as operating income excluding the following three items: general and administrative expenses, depreciation and amortization, and operating (gains), losses and other charges, net. The Company excludes general and administrative expenses, which include primarily non restaurant-level costs associated with the support of company and franchised restaurants and other activities at their corporate office. The Company excludes depreciation and amortization expense, substantially all of which is related to company restaurant-level assets, because such expenses represent historical sunk costs which do not reflect current cash outlays for the restaurants. The Company excludes operating (gains), losses and other charges, net, to provide a clearer perspective of its ongoing operating performance. Restaurant-level operating margin is used by our chief operating decision maker (“CODM”) to evaluate restaurant-level operating efficiency and performance.

The following tables present revenues by segment and a reconciliation of restaurant-level operating margin to ~~operating~~net income:


		Quarter Ended
				March 29, 2023		March 30, 2022
		Quarter Ended
		Quarter Ended
		Quarter Ended
			March 27, 2024							March 27, 2024	March 29, 2023
Revenues by operating segment:	Revenues by operating segment:			(In thousands)				Revenues by operating segment:	(In thousands)
Denny’s	Denny’s			$	112,230	$	103,107
Other	Other			5,241		—
Total operating revenue	Total operating revenue			$	117,471	$	103,107

Segment income:	Segment income:
Segment income:
Segment income:
Denny’s
Denny’s
Denny’s	Denny’s			$	36,640	$	33,813
Other	Other			1,952		—
Total restaurant-level operating margin	Total restaurant-level operating margin			$	38,592	$	33,813

General and administrative expenses
General and administrative expenses
General and administrative expenses	General and administrative expenses			$	20,118	$	16,958
Depreciation and amortization	Depreciation and amortization			3,656		3,548
Operating (gains), losses and other charges, net	Operating (gains), losses and other charges, net			(1,329)		—
Total other operating expenses	Total other operating expenses			22,445		20,506
Operating income	Operating income			16,147		13,307
Interest expense, net	Interest expense, net			4,505		2,960
Other nonoperating expense (income), net	Other nonoperating expense (income), net			10,093		(19,615)
Net income before income taxes				1,549		29,962
Income before income taxes
Provision for income taxes	Provision for income taxes			952		8,107
Net income	Net income			$	597	$	21,855

March 29, 2023 December 28, 2022
Segment assets: (In thousands)
Denny’s $ 377,616 $ 394,051
Other 102,831 104,284
Total assets $ 480,447 $ 498,335

~~Note 17. Subsequent Event~~

On March 31, 2023, the Company entered into an amendment of its credit facility. The amendment transitions our credit facility benchmark interest rate from LIBOR to Adjusted Daily Simple SOFR. The conversion to Adjusted Daily Simple SOFR is not expected to have a material impact on the Company's consolidated financial position or results of operations.


	March 27, 2024		December 27, 2023
Segment assets:	(In thousands)
Denny’s	$	336,143	$	340,136
Other	124,268		124,682
Total assets	$	460,411	$	464,818

1819

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with our Consolidated Financial Statements and the notes thereto that appear elsewhere in this report and the MD&A contained in our Annual Report on Form 10-K for the fiscal year ended December 27, 2023.

Forward-Looking Statements

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company urges caution in considering its current trends and any outlook on its operations and financial results disclosed in this report. In addition, certain matters discussed in this report may constitute forward-looking statements. These forward-looking statements, which reflect management's best judgment based on factors currently known, are intended to speak only as of the date such statements are made and involve risks, uncertainties, and other factors that may cause the actual performance of Denny’s Corporation, its subsidiaries, and underlying restaurants to be materially different from the performance indicated or implied by such statements. Words such as “expect”, “anticipate”, “believe”, “intend”, “plan”, “hope”, "will" and variations of such words and similar expressions are intended to identify such forward-looking statements. Except as may be required by law, the Company expressly disclaims any obligation to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events. Factors that could cause actual performance to differ materially from the performance indicated by these forward-looking statements include, among others: ~~the evolving COVID-19 pandemic and related containment measures, including the potential for further operational disruption from government mandates affecting restaurants;~~ economic, public health and political conditions that impact consumer confidence and ~~spending, including COVID-19;~~spending; commodity and labor inflation; the ability to effectively staff ~~restaurants;~~restaurants and support personnel; our ability to maintain adequate levels of liquidity for our cash needs, including debt obligations, payment of dividends, planned share repurchases and capital expenditures as well as the ability of our customers, suppliers, franchisees and lenders to access sources of liquidity to provide for their own cash needs; competitive pressures from within the restaurant industry; our ability to integrate and derive the expected benefits from our acquisition of Keke's; the level of success of our operating initiatives and advertising and promotional efforts; adverse publicity; health concerns arising from food-related pandemics, outbreaks of flu viruses, or other diseases; changes in business strategy or development plans; terms and availability of capital; regional weather conditions; overall changes in the general economy (including with regard to energy costs), particularly at the retail level; political environment and geopolitical events (including acts of war and terrorism); and other factors from time to time set forth in the Company’s SEC reports and other filings, including but not limited to the discussion in Management’s Discussion and Analysis and the risks identified in Item 1A. Risk Factors contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December ~~28, 2022, this report on Form 10-Q~~27, 2023 and in the Company's subsequent quarterly reports on Form 10-Q.

~~Acquisition of Keke's~~Overview

~~On July 20, 2022,~~We manage our business by brand and as a result have identified two operating segments, Denny’s and Keke’s. As of March 27, 2024, the ~~Company completed its acquisition~~Denny's brand consisted of ~~Keke's.~~1,553 restaurants, 1,489 of which were franchised/licensed restaurants and 64 of which were company operated. At March ~~29, 2023,~~27, 2024, the Keke's brand consisted of 5461 restaurants, 4650 of which were franchised restaurants and ~~eight~~11 of which were company operated. ~~For further details, refer to Note 3 to our Consolidated Financial Statements in Part IV, Item 15~~

In addition, we have identified Denny’s as a reportable segment. The Denny’s reportable segment includes the results of ~~our Form 10-K~~all company and franchised and licensed Denny’s restaurants. Total revenues at Keke’s for the ~~fiscal year~~quarter ended ~~December 28, 2022.~~March 27, 2024 represented less than 10% of total consolidated revenues, therefore, the Keke’s operating segment is included in Other for segment reporting purposes.

Information discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations relates to the Denny’s brand unless otherwise noted.

1920

Statements of ~~Operations~~Income

The following table contains information derived from our Consolidated Statements of ~~Operations~~Income expressed as a percentage of total operating revenue, except as noted below. Percentages may not add due to rounding.




		Quarter Ended								Quarter Ended
			March 29, 2023	March 30, 2022										March 27, 2024	March 29, 2023
				(In thousands)													(In thousands)
Revenue:	Revenue:												Revenue:
Company restaurant sales	Company restaurant sales			$	53,452	45.5	%	$	43,976		42.7	%	Company restaurant sales				$	52,342		47.6			47.6		%			$	53,452		45.5		45.5	%
Franchise and license revenue	Franchise and license revenue			64,019		54.5	%	59,131			57.3	%	Franchise and license revenue				57,632			52.4			52.4		%			64,019			54.5		54.5	%
Total operating revenue	Total operating revenue			117,471		100.0	%	103,107			100.0	%	Total operating revenue				109,974			100.0			100.0		%			117,471			100.0		100.0	%
Costs of company restaurant sales, excluding depreciation and amortization (a):	Costs of company restaurant sales, excluding depreciation and amortization (a):
Product costs
Product costs
Product costs	Product costs			14,039		26.3	%	11,244			25.6	%				13,311			25.4		25.4		%			14,039				26.3		26.3	%
Payroll and benefits	Payroll and benefits			20,240		37.9	%	17,086			38.9	%	Payroll and benefits				20,474			39.1			39.1		%			20,240			37.9		37.9	%
Occupancy	Occupancy			4,094		7.7	%	3,240			7.4	%	Occupancy				4,573			8.7			8.7		%			4,094			7.7		7.7	%
Other operating expenses	Other operating expenses			8,119		15.2	%	7,055			16.0	%	Other operating expenses				9,760			18.6			18.6		%			8,119			15.2		15.2	%
Total costs of company restaurant sales, excluding depreciation and amortization	Total costs of company restaurant sales, excluding depreciation and amortization			46,492		87.0	%	38,625			87.8	%	Total costs of company restaurant sales, excluding depreciation and amortization				48,118			91.9			91.9		%			46,492			87.0		87.0	%
Costs of franchise and license revenue, excluding depreciation and amortization (a)	Costs of franchise and license revenue, excluding depreciation and amortization (a)			32,387		50.6	%	30,669			51.9	%	Costs of franchise and license revenue, excluding depreciation and amortization (a)				27,374			47.5			47.5		%			32,387			50.6		50.6	%
General and administrative expenses	General and administrative expenses			20,118		17.1	%	16,958			16.4	%	General and administrative expenses				21,222			19.3			19.3		%			20,118			17.1		17.1	%
Depreciation and amortization	Depreciation and amortization			3,656		3.1	%	3,548			3.4	%	Depreciation and amortization				3,581			3.3			3.3		%			3,656			3.1		3.1	%
Operating (gains), losses and other charges, net	Operating (gains), losses and other charges, net			(1,329)		(1.1)	%	—			—	%	Operating (gains), losses and other charges, net				(327)			(0.3)			(0.3)		%			(1,329)			(1.1)		(1.1)	%
Total operating costs and expenses, net	Total operating costs and expenses, net			101,324		86.3	%	89,800			87.1	%	Total operating costs and expenses, net				99,968			90.9			90.9		%			101,324			86.3		86.3	%
Operating income	Operating income			16,147		13.7	%	13,307			12.9	%	Operating income				10,006			9.1			9.1		%			16,147			13.7		13.7	%
Interest expense, net	Interest expense, net			4,505		3.8	%	2,960			2.9	%	Interest expense, net				4,420			4.0			4.0		%			4,505			3.8		3.8	%
Other nonoperating expense (income), net				10,093		8.6	%	(19,615)			(19.0)	%
Other nonoperating (income) expense, net													Other nonoperating (income) expense, net				(637)					(0.6)		%			10,093					8.6	%
Income before income taxes	Income before income taxes			1,549		1.3	%	29,962			29.1	%	Income before income taxes				6,223			5.7			5.7		%			1,549			1.3		1.3	%
Provision for income taxes	Provision for income taxes			952		0.8	%	8,107			7.9	%	Provision for income taxes				1,532			1.4			1.4		%			952			0.8		0.8	%
Net income	Net income			$	597	0.5	%	$	21,855		21.2	%	Net income				$	4,691		4.3			4.3		%			$	597		0.5		0.5	%

(a)Costs of company restaurant sales percentages are as a percentage of company restaurant sales. Costs of franchise and license revenue percentages are as a percentage of franchise and license revenue. All other percentages are as a percentage of total operating revenue.

2021


Statistical Data	Statistical Data	Quarter Ended
			March 29, 2023			March 30, 2022
		(Dollars in thousands)
Statistical Data
Statistical Data										Quarter Ended
				March 27, 2024											March 27, 2024		March 29, 2023
				(Dollars in thousands)												(Dollars in thousands)
Denny's	Denny's								Denny's
Company average unit sales	Company average unit sales		$	762		$	682		Company average unit sales			$743		$762
Franchise average unit sales	Franchise average unit sales		$	452		$	404		Franchise average unit sales			$457		$452
Company equivalent units (a)	Company equivalent units (a)		65			64			Company equivalent units (a)			65		65
Franchise equivalent units (a)	Franchise equivalent units (a)		1,529			1,572			Franchise equivalent units (a)			1,501		1,529
Company same-store sales increase vs. prior year (b)(c)			11.4		%	30.6		%
Domestic franchise same-store sales increase vs. prior year (b)(c)			8.1		%	22.8		%
Company same-store sales (decrease) increase vs. prior year (b)(c)									Company same-store sales (decrease) increase vs. prior year (b)(c)			(3.0)%		11.4%
Domestic franchise same-store sales (decrease) increase vs. prior year (b)(c)									Domestic franchise same-store sales (decrease) increase vs. prior year (b)(c)			(1.2)%		8.1%

Keke's (d)
Keke's
Keke's
Keke's
Company average unit sales
Company average unit sales
Company average unit sales	Company average unit sales		$	466		$	—				$455		$466
Franchise average unit sales	Franchise average unit sales		$	491		$	—		Franchise average unit sales			$472		$491
Company equivalent units (a)	Company equivalent units (a)		8			—			Company equivalent units (a)			9		8
Franchise equivalent units (a)	Franchise equivalent units (a)		46			—			Franchise equivalent units (a)			50		46
Company same-store sales decrease vs. prior year (b)(d)									Company same-store sales decrease vs. prior year (b)(d)			(1.1)%		N/A
Franchise same-store sales decrease vs. prior year (b)(d)									Franchise same-store sales decrease vs. prior year (b)(d)			(4.0)%		N/A

(a)Equivalent units are calculated as the weighted average number of units ~~outstanding~~in operation during a defined time period.

(b)Same-store sales include sales from company restaurants or non-consolidated franchised and licensed restaurants that were open during the comparable periods noted.

(c)Prior year amounts have not been restated for ~~2023~~2024 comparable units.

(d)Same-store sales data for ~~Keke's~~the quarter ended March 29, 2023 is not reported due to the acquisition being completed during the quarter ended September 28, 2022.

Unit Activity

Quarter Ended

March 29, 2023

March 30, 2022

Unit Activity

Quarter Ended

March 27, 2024

March 29, 2023

Denny's

Company restaurants, beginning of period

Units opened

—

Units closed

—

Units closed

End of period

Franchised and licensed restaurants, beginning of period

1,536

1,575

Units opened

Units closed

(13)

(11)

Units closed

End of period

1,528

1,569

Total restaurants, end of period

1,594

1,634




~~Keke's~~
~~Company restaurants, beginning of period~~	8	—
~~Units opened~~	—	—

~~Units closed~~	—	—
~~End of period~~	8	—

~~Franchised restaurants, beginning of period~~	46	—
~~Units opened~~	—	—

~~Units closed~~	—	—
~~End of period~~	46	—
~~Total restaurants, end of period~~	54	—




Keke's
Company restaurants, beginning of period	8	8
Units opened	3	—

Units closed	—	—
End of period	11	8

Franchised restaurants, beginning of period	50	46
Units opened	—	—

Units closed	—	—
End of period	50	46
Total restaurants, end of period	61	54

2122

Company Restaurant Operations

Company restaurant sales ~~increased $9.5~~decreased $1.1 million, or ~~21.5%~~2.1%, for the quarter ended March ~~29, 2023~~27, 2024, compared to the prior year ~~period. The increase in sales was~~period, primarily ~~driven by increases~~resulting from a decrease of 3.0% in Denny's ~~guest check average resulting from price increases to~~same-store sales, partially offset ~~inflationary costs. Denny's company same-store sales increased 11.4%~~by one additional Keke's equivalent unit for the current ~~year~~ quarter as compared to the prior year period. ~~The increase in sales also includes $3.7 million in sales from Keke's during the quarter ended March 29, 2023.~~

Total costs of company restaurant sales as a percentage of company restaurant sales were ~~87.0%~~91.9% for the quarter ended March ~~29, 2023~~27, 2024 compared to ~~87.8%~~87.0% for the prior year period.

Product costs as a percentage of company restaurant sales were ~~26.3%~~25.4% for the quarter ended March ~~29, 2023~~27, 2024 compared to ~~25.6%~~26.3% for the prior year period, primarily due to increased pricing, partially offset by higher commodity costs.

Payroll and benefits as a percentage of company restaurant sales were ~~37.9%~~39.1% for the quarter ended March ~~29, 2023~~27, 2024 compared to ~~38.9%~~37.9% in the prior year period. The ~~decrease~~increase as a percentage of company restaurant sales was primarily due to ~~the leveraging effect of higher sales and~~ a ~~0.6 percentage point decrease in incentive compensation. These decreases were offset by a 1.2~~1.0 percentage point increase in ~~workers’~~workers' compensation costs primarily resulting from ~~positive~~negative claims development in the ~~prior year period.~~current quarter.

Occupancy costs as a percentage of company restaurant sales were ~~7.7%~~8.7% for the quarter ended March ~~29, 2023~~27, 2024 compared to ~~7.4%~~7.7% in the prior year period. The increase as a percentage of company restaurant sales was primarily due to a ~~0.4~~0.9 percentage point increase in general liability insurance costs ~~primarily~~ resulting from ~~positive~~negative claims development in the ~~prior year period.~~current quarter.

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


	Quarter Ended
		March 27, 2024	March 29, 2023
			(In thousands)
Utilities			$	1,655	3.2	%	$	2,057	3.8	%
Repairs and maintenance			1,005		1.9	%	889		1.7	%
Marketing			1,604		3.1	%	1,395		2.6	%
Legal settlements			1,449		2.8	%	109		0.2	%
Pre-opening costs			366		0.7	%	—		0.0	%
Other direct costs			3,681		7.0	%	3,669		6.9	%
Other operating expenses			$	9,760	18.6	%	$	8,119	15.2	%

Quarter Ended
March 29, 2023 March 30, 2022
(In thousands)
Utilities $ 2,057 3.8 % $ 1,577 3.6 %
Repairs and maintenance 889 1.7 % 825 1.9 %
Marketing 1,395 2.6 % 1,207 2.7 %
Legal settlements 109 0.2 % 277 0.6 %
Other direct costs 3,669 6.9 % 3,169 7.2 %
Other operating expenses $ 8,119 15.2 % $ 7,055 16.0 %

Other operating expenses were higher as a percentage of company restaurant sales as compared to the prior year period primarily due to unfavorable developments in certain legal claims during the quarter ended March 27, 2024.

Franchise Operations

Franchise and license revenue and costs of franchise and license revenue consisted of the following amounts and percentages of franchise and license revenue for the periods indicated:




		Quarter Ended								Quarter Ended
			March 29, 2023	March 30, 2022										March 27, 2024	March 29, 2023
				(In thousands)												(In thousands)
Royalties	Royalties			$	30,027	46.9	%	$	26,525		44.9	%	Royalties			$	29,306	50.8		50.8		%		$	30,027	46.9		46.9	%
Advertising revenue	Advertising revenue			19,668		30.7	%	18,206			30.8	%	Advertising revenue			18,138		31.5		31.5		%		19,668		30.7		30.7	%
Initial and other fees	Initial and other fees			4,990		7.8	%	4,507			7.6	%	Initial and other fees			1,816		3.2		3.2		%		4,990		7.8		7.8	%
Occupancy revenue	Occupancy revenue			9,334		14.6	%	9,893			16.7	%	Occupancy revenue			8,372		14.5		14.5		%		9,334		14.6		14.6	%
Franchise and license revenue	Franchise and license revenue			$	64,019	100.0	%	$	59,131		100.0	%	Franchise and license revenue			$	57,632	100.0		100.0		%		$	64,019	100.0		100.0	%

Advertising costs	Advertising costs			$	19,668	30.7	%	$	18,206		30.8	%
Advertising costs
Advertising costs																$	18,138		31.5		%		$	19,668			30.7	%
Occupancy costs	Occupancy costs			5,672		8.9	%	6,377			10.8	%	Occupancy costs			5,132		8.9		8.9		%		5,672		8.9		8.9	%
Other direct costs	Other direct costs			7,047		11.0	%	6,086			10.3	%	Other direct costs			4,104		7.1		7.1		%		7,047		11.0		11.0	%
Costs of franchise and license revenue	Costs of franchise and license revenue			$	32,387	50.6	%	$	30,669		51.9	%	Costs of franchise and license revenue			$	27,374	47.5		47.5		%		$	32,387	50.6		50.6	%

2223

Franchise and license revenue ~~increased $4.9~~decreased $6.4 million, or ~~8.3%~~10.0%, for the quarter ended March ~~29, 2023~~27, 2024 compared to the prior year period. Royalties ~~increased $3.5~~decreased $0.7 million, or ~~13.2%,~~2.4% for the current quarter compared to the prior year period. The decrease in royalties primarily resulted from a 1.2% decrease in Denny's domestic franchise same-store sales ~~increased 8.1%~~and a decrease of 28 Denny's franchise equivalent units for the current ~~year~~ quarter as compared to the prior year period. The increase in royalties also includes $1.3 million from Keke's 46 franchised restaurants for the quarter ended March 29, 2023. These increases were partially offset by a 43 unit reduction in Denny's franchise equivalent units during the current quarter.

Advertising revenue ~~increased~~decreased $1.5 million, or ~~8.0%~~7.8%, for the current quarter compared to the prior year period. The ~~increase~~decrease in ~~royalty and~~ advertising revenue ~~was supported by~~primarily resulted from a $1.4 million decrease in local advertising co-op contributions. The decrease in advertising revenue also includes the ~~8.1% increase~~impact from a 1.2% decrease in Denny's domestic franchise ~~domestic~~ same-store sales and a decrease of 28 Denny's franchise equivalent units for the current quarter compared to the prior year period. ~~This increase~~The decrease during the current quarter was partially offset by ~~the impact~~an increase of ~~fewer Denny's~~$0.5 million collected from Keke's franchise ~~equivalent units during the current quarter.~~restaurants.

Initial and other fees ~~increased $0.5~~decreased $3.2 million, or ~~10.7%~~63.6%, for the quarter ended March ~~29, 2023~~27, 2024 compared to the prior year period. The ~~increase~~decrease in initial and other fees primarily resulted from ~~an increase~~a $2.1 million decrease in revenue from the sale of equipment ~~and menus~~ to ~~franchisees.~~franchisees during the current quarter as a result of the completion of our kitchen modernization program in 2023. Additionally, menu revenue decreased $1.0 million due to the timing of the prior year menu rollout. The revenue recorded related to the sale of equipment and menus has an equal and offsetting expense recorded in other direct costs as described below. Occupancy revenue decreased ~~$0.6~~$1.0 million, or ~~5.7%~~10.3%, for the current quarter compared to the prior year period, primarily due to lease terminations.

Costs of franchise and license revenue ~~increased $1.7~~decreased $5.0 million, or ~~5.6%~~15.5%, for the quarter ended March ~~29, 2023~~27, 2024 compared to the prior year period. Advertising costs ~~increased~~decreased $1.5 million, or ~~8.0%~~7.8%, for the current quarter, which corresponds to the related advertising revenue ~~increase~~decrease noted above. Occupancy costs decreased ~~$0.7~~$0.5 million, or ~~11.1%~~9.5%, for the current quarter compared to the prior year period, primarily due to lease terminations, which corresponds to the related occupancy revenue decrease noted above. Other direct franchise costs ~~increased $1.0~~decreased $2.9 million, or ~~15.8%~~41.8%, for the current quarter compared to the prior year period. The ~~increase~~decrease in other direct franchise costs was ~~partially~~primarily due to ~~an increase~~a decrease of ~~$0.6~~$2.2 million of expense for the current quarter related to the ~~costs~~cost of equipment ~~and menus~~ sold to franchisees as mentioned above. Additionally, other direct franchise costs included ~~an increase~~a decrease of ~~$0.3~~$1.0 million in ~~franchise administrative~~menu costs for the current quarter. As a result of the ~~increases~~changes in franchise and license revenue discussed above, costs of franchise and license revenue decreased to ~~50.6%~~47.5% of franchise and license revenue for the quarter ended March ~~29, 2023~~27, 2024 from ~~51.9%~~50.6% for the prior year ~~period~~.period.

Other Operating Costs and Expenses

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

General and administrative expenses consisted of the following:




		Quarter Ended					Quarter Ended
			March 29, 2023		March 30, 2022			March 27, 2024	March 29, 2023
			(In thousands)					(In thousands)
Corporate administrative expenses	Corporate administrative expenses		$	14,179	$	11,383
Share-based compensation	Share-based compensation		3,094		4,015
Incentive compensation	Incentive compensation		2,387		2,119
Deferred compensation valuation adjustments	Deferred compensation valuation adjustments		458		(559)
Total general and administrative expenses	Total general and administrative expenses		$	20,118	$	16,958

Corporate administrative expenses increased ~~$2.8~~$1.0 million for the quarter ended March ~~29, 2023.~~27, 2024 compared to the prior year period. The increase was primarily due to compensation increases and ~~administrative costs related to Keke's.~~increased travel. Share-based compensation decreased ~~$0.9~~$0.3 million for the current quarter primarily due to ~~forfeitures. Incentive compensation increased $0.3 million for the current quarter, primarily related to the addition of Keke's.~~forfeitures and our performance against plan metrics. Changes in deferred compensation valuation adjustments have offsetting gains or losses on the underlying nonqualified deferred plan investments included as a component of other non-operating expense (income), net, for the corresponding periods.

2324

Depreciation and amortization consisted of the following:




		Quarter Ended					Quarter Ended
			March 29, 2023		March 30, 2022			March 27, 2024	March 29, 2023
			(In thousands)					(In thousands)
Depreciation of property and equipment	Depreciation of property and equipment		$	2,699	$	2,647
Amortization of finance lease ROU assets	Amortization of finance lease ROU assets		395		442
Amortization of intangible and other assets	Amortization of intangible and other assets		562		459
Total depreciation and amortization expense	Total depreciation and amortization expense		$	3,656	$	3,548

Depreciation and amortization expense ~~increased~~decreased during the quarter ended March ~~29, 2023 resulting from the acquisition of Keke's.~~27, 2024, primarily due to certain assets becoming fully depreciated.

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




		Quarter Ended					Quarter Ended
			March 29, 2023		March 30, 2022			March 27, 2024	March 29, 2023
			(In thousands)					(In thousands)
Gains on sales of assets and other, net	Gains on sales of assets and other, net		$	(1,522)	$	(146)
Restructuring charges and exit costs	Restructuring charges and exit costs		64		146
Impairment charges	Impairment charges		129		—
Operating (gains), losses and other charges, net	Operating (gains), losses and other charges, net		$	(1,329)	$	—

Gains on sales of assets and other, net for the quarter ended March 27, 2024 and March 29, 2023 were primarily related to the ~~sale of one parcel~~sales of real estate.

~~Impairment charges for the quarter ended March 29, 2023 were related to a unit which is expected to be sold in the next twelve months.~~

Restructuring charges and exit costs consisted of the following:




		Quarter Ended					Quarter Ended
			March 29, 2023		March 30, 2022			March 27, 2024	March 29, 2023
			(In thousands)					(In thousands)
Exit costs	Exit costs		$	—	$	12
Severance and other restructuring charges	Severance and other restructuring charges		64		134
Total restructuring and exit costs	Total restructuring and exit costs		$	64	$	146

We recorded impairment charges of $0.1 million (consisting of property) during the quarter ended March 27, 2024, resulting from our assessment of closed units. We recorded impairment charges of $0.1 million (consisting of property and right-of-use assets) during the quarter ended March 29, 2023, related to a unit held for sale.

Operating income was ~~$16.1~~$10.0 million for the current quarter compared to ~~$13.3~~$16.1 million for the prior year period.

2425

Interest expense, net consisted of the following:




		Quarter Ended					Quarter Ended
			March 29, 2023		March 30, 2022			March 27, 2024	March 29, 2023
			(In thousands)					(In thousands)
Interest on credit facility	Interest on credit facility		$	4,513	$	899
Interest (income) expense on interest rate swaps			(930)		990
Interest income on interest rate swaps
Interest on finance lease liabilities	Interest on finance lease liabilities		551		607
Letters of credit and other fees	Letters of credit and other fees		196		309
Interest income	Interest income		(40)		(4)
Total cash interest, net	Total cash interest, net		4,290		2,801
Amortization of deferred financing costs	Amortization of deferred financing costs		159		158
Amortization of interest rate swap losses	Amortization of interest rate swap losses		56		—
Interest accretion on other liabilities			—		1

Total interest expense, net	Total interest expense, net		$	4,505	$	2,960
Total interest expense, net
Total interest expense, net

~~Total cash interest~~Other nonoperating (income) expense, net ~~increased by $1.5~~was income of $0.6 million for the current quarter, compared to ~~the prior year period. The current quarter increase was primarily due to increased average borrowings and higher average interest rates, partially offset by our effective interest rate swaps.~~

~~Other nonoperating expense (income), net~~ ~~was an~~ expense of $10.1 ~~million for the current quarter compared to income of $19.6~~ million for the prior year period. Other nonoperating ~~expense~~income, net for the current quarter primarily consisted of ~~$10.6~~$0.7 million of ~~losses related to valuation adjustments for dedesignated interest rate hedges, partly offset by~~ gains ~~of $0.5 million~~ on deferred compensation plan ~~investments.~~investments, partially offset by losses of $0.1 million related to early lease terminations. Prior year other nonoperating ~~income for the quarter~~expense, net primarily consisted of ~~$20.3~~$10.6 million of ~~gains~~losses related to dedesignated interest rate swap valuation adjustments, partially offset by ~~losses~~gains of ~~$0.6~~$0.5 million on deferred compensation plan investments.

During the quarter ended March 29, 2023, we terminated a portion of our hedging relationship entered into in 2018 (“2018 Swaps”), reducing the previous maximum notional amount of $425 million on August 31, 2033 to $335 million. ~~As a result, we expect our total swaps to approximate 80% of our outstanding debt prospectively.~~ In addition, during the quarter ended March 29, 2023, we designated the remaining 2018 Swaps as cash flow hedges of our exposure to variability in future cash flows attributable to variable rate interest payments due on forecasted notional amounts. As a result, subsequent to the designation of the 2018 Swaps, gains and losses related to these cash flow hedges have been and will be recorded as a component of accumulated other comprehensive loss, net.

Provision for income taxes was ~~$1.0~~$1.5 million for the quarter ended March ~~29, 2023~~27, 2024 compared to ~~$8.1~~$1.0 million for the prior year period. The effective tax rate was ~~61.5%~~24.6% for the current quarter compared to ~~27.1%~~61.5% for the prior year period. ~~The effective income tax rate for the quarter ended March 29, 2023 included a 36.6% discrete item relating to share-based compensation.~~ We expect the ~~2023~~2024 fiscal year effective tax rate to be between ~~26%~~23% and ~~30%~~27%. The annual effective tax rate cannot be determined until the end of the fiscal year; therefore, the actual rate could differ from our current estimates.

Net income was ~~$0.6~~$4.7 million for the quarter ended March ~~29, 2023~~27, 2024 compared to ~~$21.9~~$0.6 million for the prior year period.

Liquidity and Capital Resources

Our primary sources of liquidity and capital resources are cash generated from operations and borrowings under our credit facility (as described below). Principal uses of cash are operating expenses, ~~acquisitions and~~ capital expenditures, and the repurchase of shares of our common stock.

The following table presents a summary of our sources and uses of cash and cash equivalents for the periods indicated:

Quarter Ended
March 29, 2023 March 30, 2022
(In thousands)
Net cash provided by (used in) operating activities $ 16,153 $ (7,064)
Net cash used in investing activities (569) (3,803)
Net cash used in financing activities (10,212) (13,666)
Increase (decrease) in cash and cash equivalents $ 5,372 $ (24,533)


	Quarter Ended
	March 27, 2024		March 29, 2023
	(In thousands)
Net cash provided by operating activities	$	215	$	16,153
Net cash used in investing activities	(5,327)		(569)
Net cash provided by (used in) financing activities	1,383		(10,212)
(Decrease) increase in cash and cash equivalents	$	(3,729)	$	5,372

Net cash flows provided by operating activities were $0.2 million for the quarter ended March 27, 2024 compared to $16.2 million for the quarter ended March 29, ~~2023 compared to a usage of $7.1 million for the quarter ended March 30, 2022.~~2023. The ~~increase~~decrease in net cash flows provided by operating activities was primarily due to the timing of ~~inventory purchases, receivable collections,~~payments for accounts payable and ~~accrual payments related to our franchise kitchen equipment project~~other current liabilities over the past two years. We believe that our estimated cash flows from operations, ~~for 2023,~~ combined with our capacity for additional borrowings under our credit facility and cash on hand, will enable us to meet our anticipated cash requirements and fund capital expenditures over the next 12 months.

Net cash flows used in investing activities were $5.3 million for the quarter ended March 27, 2024. These cash flows included capital expenditures of $4.9 million and investment purchases of $1.5 million, partially offset by net proceeds from the sale of real estate for $1.0 million. Net cash flows used in investing activities were $0.6 million for the quarter ended March 29, 2023. These cash flows included capital expenditures of $1.3 million, ~~and investment purchases of $1.3 million,~~ partially offset by net proceeds from the sale of ~~a parcel of~~ real estate for $1.7 million. Net cash flows used in investing activities were $3.8 million for the quarter ended March 30, 2022. These cash flows primarily consisted of capital expenditures of $2.8 million and investment purchases of $1.2 million.

Our principal capital requirements have been largely associated with the following:


		Quarter Ended				Quarter Ended
		March 29, 2023		March 30, 2022		March 27, 2024	March 29, 2023
		(In thousands)				(In thousands)
Facilities	Facilities	$	1,009	$	913
New construction	New construction	16		—
Remodeling	Remodeling	138		1,310
Information technology	Information technology	50		214
Other	Other	91		341
Capital expenditures	Capital expenditures	$	1,304	$	2,778

Net cash flows provided by financing activities were $1.4 million for the quarter ended March 27, 2024, including net long-term debt borrowings of $5.3 million and net bank overdrafts of $2.7 million, partially offset by cash payments for stock repurchases of $4.8 million and payments of tax withholding on share-based compensation of $1.9 million. Net cash flows used in financing activities were $10.2 million for the quarter ended March 29, 2023, ~~including~~which included cash payments for stock repurchases of $9.0 million and payments of tax withholding on share-based compensation of $2.8 million, partially offset by net long-term debt borrowings of $2.0 million. Net cash flows used in financing activities were $13.7 million for the quarter ended March 30, 2022, which included cash payments for stock repurchases of $12.5 million and payments of tax withholding on share-based compensation of $2.2 million, partially offset by net long-term borrowings of $1.0 million.

Our working capital deficit was ~~$34.6~~$55.0 million at March ~~29, 2023~~27, 2024 compared to ~~$43.3~~$59.3 million at December ~~28, 2022,~~27, 2023, primarily due to ~~an increase~~a decrease in ~~cash and cash equivalents at the end of~~accounts payable during the quarter ended March ~~29, 2023.~~27, 2024. We are able to operate with a substantial working capital deficit because (1) restaurant operations and most food service operations are conducted primarily on a cash (and cash equivalent) basis with a low level of accounts receivable, (2) rapid turnover allows for a limited investment in inventories, and (3) accounts payable for food, beverages and supplies usually becomes due after the receipt of cash from the related sales.

Credit Facility

The Company and certain of its subsidiaries have a credit facility consisting of a five-year $400 million senior secured revolver (with a $25 million letter of credit sublimit). The credit facility includes an accordion feature that would allow us to increase the size of the facility to $450 million. Borrowings bear a tiered interest rate, which is based on the Company's consolidated leverage ratio. The maturity date for the credit facility is August 26, 2026.

As of March ~~29, 2023,~~27, 2024, borrowings under the credit facility bore interest at a rate of ~~LIBOR~~Adjusted Daily Simple SOFR plus 2.25% ~~and~~. Letters of credit under the credit facility bore interest at a rate of 2.38%. The commitment fee, paid on the unused portion of the credit facility, was set to 0.35%. Subsequent to March 29, 2023, the credit facility was amended to change the benchmark interest rate from LIBOR to Adjusted Daily Simple SOFR. The conversion to Adjusted Daily Simple SOFR is not expected to have a material impact on the Company's consolidated financial position or results of operations. For additional information, see the First Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 31, 2023 (attached hereto as Exhibit 10.1), which is hereby incorporated by reference.

Technology Transformation Initiatives

The Company ~~is rolling out~~has committed to investing approximately $4 million toward a new cloud-based restaurant technology platform ~~throughout the~~in domestic ~~system~~franchise restaurants, which will lay the foundation for future technology initiatives to further enhance the guest experience. ~~The~~We currently expect the rollout ~~is expected~~ to ~~continue into 2024. The Company has committed to investing approximately $4 million toward the new cloud-based restaurant technology platform~~occur in ~~domestic franchise restaurants.~~

~~Contractual Obligations~~

~~Our future contractual obligations relating to long-term debt~~2024 and ~~related interest obligations as of March 29, 2023 are as follows:~~

Payments Due by Period
Total Less than 1 Year 1-2 Years 3-4 Years 5 Years and Thereafter
(In thousands)
Long-term debt $ 264,000 $ — $ — $ 264,000 $ —
Interest obligations (a) 47,954 10,529 27,854 9,571 —
Total $ 311,954 $ 10,529 $ 27,854 $ 273,571 $ —

~~(a)~~Interest obligations represent payments related to our long-term debt outstanding at March 29, 2023. For long-term debt with variable rates, we have used the rate applicable at March 29, 2023 to project interest over the periods presented in the table above, taking into consideration the impact of the interest rate swaps that are designated as cash flow hedges for the applicable periods.2025.

See Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 28, 2022 for information concerning other future contractual obligations and commitments.

Critical Accounting Policies and Estimates

For information regarding our Critical Accounting Policies and Estimates, see the "Critical Accounting Policies and Estimates" section in Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December ~~28, 2022.~~

27, 2023.

Implementation of New Accounting Standards

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We have exposure to interest rate risk related to certain instruments entered into for other than trading purposes. Specifically, as of March ~~29, 2023,~~27, 2024, borrowings under our credit facility bore interest at variable rates based on ~~LIBOR~~Adjusted Daily Simple SOFR plus 2.25% per annum. Subsequent to March 29, 2023, the credit facility was amended to change the benchmark interest rate from LIBOR to Adjusted Daily Simple SOFR. The conversion to Adjusted Daily Simple SOFR is not expected to have a material impact on the credit facility's interest rate.


Trade Date	Trade Date	Effective Date	Maturity Date		Notional Amount			Fair Value		Fixed Rate		Trade Date		Effective Date		Maturity Date			Notional Amount								Fair Value						Fixed Rate
					(In thousands)
				(In thousands)
Swaps designated as cash flow hedges	Swaps designated as cash flow hedges
Swaps designated as cash flow hedges
Swaps designated as cash flow hedges
March 20, 2015
March 20, 2015
March 20, 2015	March 20, 2015	March 29, 2018	March 31, 2025		$	120,000		$	3,969	2.44	%		March 29, 2018		March 31, 2025		$	120,000			$				$	3,040			2.34			2.34		%
October 1, 2015	October 1, 2015	March 29, 2018	March 31, 2026		$	50,000		$	1,926	2.46	%	October 1, 2015		March 29, 2018		March 31, 2026			$	50,000			$				$	1,980		2.37				2.37	%
February 15, 2018	February 15, 2018	March 31, 2020	December 31, 2033		$	26,000	(1)	$	2,093	3.19	%	February 15, 2018		March 31, 2020		December 31, 2033			$	44,000		(1)	(1)	$	11,958			3.09			3.09		%
Total	Total				$	196,000		$	7,988

(1) The notional amounts of the swaps entered into on February 15, 2018 increase periodically until they reach the maximum notional amount of $335 million on August 31, 2033.

As of March ~~29, 2023,~~27, 2024, our swaps effectively increased our ratio of fixed rate debt from 4% of total debt to ~~75%~~83% of total debt. Based on the levels of borrowings under the credit facility at March ~~29, 2023,~~27, 2024, if interest rates changed by 100 basis points, our annual cash flow and income before taxes would change by ~~$0.6~~$0.3 million. This computation is determined by considering the impact of hypothetical interest rates on the credit facility at March ~~29, 2023,~~27, 2024, taking into consideration the interest rate swaps that will be in effect during the next ~~twelve~~12 months. However, the nature and amount of our borrowings may vary as a result of future business requirements, market conditions and other factors.

Depending on market considerations, fluctuations in the fair values of our interest rate swaps could be significant. With the exception of these changes in the fair value of our interest rate swaps and in the levels of borrowings under our credit facility, there have been no material changes in our quantitative and qualitative market risks since the prior reporting period. For additional information related to our interest rate swaps, including changes in the fair value, refer to Note 6, Note 7 and Note 13 to our unaudited Consolidated Financial Statements in Part I, Item 1 of this report.

Item 4. Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, our management conducted an evaluation (under the supervision and with the participation of our Chief Executive Officer, Kelli F. Valade, and our Executive Vice President and Chief Financial Officer, Robert P. Verostek) as of the end of the period covered by this Quarterly Report on Form 10-Q, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, Ms. Valade and Mr. Verostek each concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to our management, including Ms. Valade and Mr. Verostek, as appropriate to allow timely decisions regarding required disclosure.

On July 20, 2022, we closed on the acquisition of substantially all of the assets of Keke’s. We are in the process of integrating Keke's into our internal control structure and expect that this effort will be completed in fiscal 2023.

~~Other than as discussed above, there~~There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during our fiscal quarter ended March ~~29, 2023~~27, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding legal proceedings is incorporated by reference from Note 14 to our unaudited Consolidated Financial Statements set forth in Part I, Item 1 of this report.

Item 1A. Risk Factors

There have been no material changes in the risk factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December ~~28, 2022.~~27, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer

The table below provides information concerning repurchases of shares of our common stock during the quarter ended March ~~29, 2023.~~27, 2024.

Period
Total Number of Shares Purchased
Average Price Paid Per Share (1)
Total Number of Shares Purchased as Part of Publicly Announced Programs (2)
Dollar Value of Shares that May Yet be Purchased Under the Programs (2)
(In thousands, except per share amounts)
December 29, 2022 - January 25, 2023 282 $ 10.49 282 $ 149,562
January 26, 2023 - February 22, 2023 120 12.21 120 $ 148,090
February 23, 2023 - March 29, 2023 404 11.13 404 $ 143,561
Total 806 $ 11.07 806


Period	Total Number of Shares Purchased	Average Price Paid Per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Programs (2)	Dollar Value of Shares that May Yet be Purchased Under the Programs (2)
	(In thousands, except per share amounts)
December 28, 2023 - January 24, 2024	155	$	10.63	155	$	98,775
January 25, 2024 - February 21, 2024	176	10.09		176	$	96,998
February 22, 2024 - March 27, 2024	145	9.11		145	$	95,665
Total	476	$	9.97	476

(1)Average price paid per share excludes commissions and any excise taxes paid.

(2)On December 2, 2019, we announced that our Board of Directors approved a share repurchase program, authorizing us to repurchase up to an additional $250 million of our common stock (in addition to prior authorizations). Such repurchases may take place from time to time in the open market (including pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Exchange Act) or in privately negotiated transactions, subject to market and business conditions. During the quarter ended March ~~29, 2023,~~27, 2024, we purchased ~~0.8~~0.5 million shares of our common stock for an aggregate consideration of ~~$9.0~~$4.8 million pursuant to the share repurchase program.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended March 27, 2024, none of the Company’s directors or officers informed the Company of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

Item 6. Exhibits

The following are included as exhibits to this report:


Exhibit No.						Description
10.1						~~First Amendment to~~ Fourth Amended and Restated Credit Agreement, dated as of March 31, 2023, among Denny's, Inc., as the Borrower, Denny's Corporation, as Parent, and Certain Subsidiaries of Parent, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent on behalf of the Lenders under the Credit Agreement, and the Lenders.

~~10.2~~						Form of ~~2023~~2024 Long-Term Incentive Program Restricted ~~Stock~~Share Unit Award Certificate.

~~10.3~~10.2						Form of ~~2023~~2024 Long-Term Incentive Program Performance Share Unit Award Certificate.

31.1						Certification of Kelli F. Valade, Chief Executive Officer of Denny's Corporation, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Robert P. Verostek, Executive Vice President and Chief Financial Officer of Denny's Corporation, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification of Kelli F. Valade, Chief Executive Officer of Denny's Corporation, and Robert P. Verostek, Executive Vice President and Chief Financial Officer of Denny's Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

3031

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DENNY'S CORPORATION

Date:

~~May 2, 2023~~April 30, 2024

By:

/s/ Robert P. Verostek

Robert P. Verostek

Executive Vice President and
Chief Financial Officer

Date:

~~May 2, 2023~~April 30, 2024

By:

/s/ Jay C. Gilmore

Jay C. Gilmore

Senior Vice President,
Chief Accounting Officer and
Corporate Controller

3132


			Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets			3
Consolidated Statements of ~~Operations~~Income			4
Consolidated Statements of Comprehensive Income			5
Consolidated Statements of Shareholders' Deficit			6
Consolidated Statements of Cash Flows			7
Notes to Consolidated Financial Statements			8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			1920
Item 3. Quantitative and Qualitative Disclosures About Market Risk			28
Item 4. Controls and Procedures			29

PART II - OTHER INFORMATION

Item 1. Legal Proceedings			29
Item 1A. Risk Factors			29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			2930
Item 5. Other Information			30
Item 6. Exhibits			3031
Signatures			3132


			March 29, 2023
			(In thousands)
Balance, beginning of year			$	72,740

Reclassifications to assets held for sale			(598)

Balance, end of period			$	72,142

	March 29, 2023		December 28, 2022
	(In thousands)
Goodwill by segment
Denny’s	$	37,527	$	37,527
Other	34,615		35,213
Total goodwill	$	72,142	$	72,740


		Significant Unobservable Inputs (Level 2)		Impairment Charges
	(In thousands)
Fair value measurements for the year-to-date period ended March 29, 2023:
Assets held for sale (1)		$	100	$	129


	Payments Due by Period
	Total		Less than 1 Year		1-2 Years		3-4 Years		5 Years and Thereafter
	(In thousands)
Long-term debt	$	264,000	$	—	$	—	$	264,000	$	—
Interest obligations (a)	47,954		10,529		27,854		9,571		—
Total	$	311,954	$	10,529	$	27,854	$	273,571	$	—