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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________ 
FORM 10-Q
 (Mark One)
x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2018
 OR
o      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 001-15283
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12381380&doc=14 Dine Brands Global, Inc. http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12381380&doc=17
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
 
95-3038279
(I.R.S. Employer Identification No.)
 
 
 
450 North Brand Boulevard, Glendale, California (Address of principal executive offices)
 
91203-1903 (Zip Code)
 
(818) 240-6055
(Registrant’s telephone number, including area code)
 ______________________________________________________________
 
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 x  No o
 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See 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 x
 
Accelerated filer  o
 
 
 
Non-accelerated filer  o (Do not check if a smaller reporting company)
 
 
Smaller reporting company o
 
 
Emerging growth company o

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 o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Class
 
Outstanding as of July 27, 2018
Common Stock, $0.01 par value
 
17,698,278
 


Table of Contents

Dine Brands Global, Inc. and Subsidiaries
Index
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Cautionary Statement Regarding Forward-Looking Statements
 
Statements contained in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from those expressed or implied in such statements. You can identify these forward-looking statements by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “goal” and other similar expressions. You should consider our forward-looking statements in light of the risks discussed under the heading “Risk Factors,” as well as our consolidated financial statements, related notes, and the other financial information appearing elsewhere in this report and our other filings with the United States Securities and Exchange Commission. The forward-looking statements contained in this report are made as of the date hereof and Dine Brands Global, Inc. does not intend to, nor does it assume any obligation to, update or supplement any forward-looking statements after the date of this report to reflect actual results or future events or circumstances.

Factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this Quarterly Report on Form 10-Q include, among other things: general economic conditions; our level of indebtedness; compliance with the terms of our securitized debt; our ability to refinance our current indebtedness or obtain additional financing; our dependence on information technology; potential cyber incidents; the implementation of restaurant development plans; our dependence on our franchisees; the concentration of our Applebee’s franchised restaurants in a limited number of franchisees; the financial health of our franchisees; our franchisees’ and other licensees’ compliance with our quality standards and trademark usage; general risks associated with the restaurant industry; potential harm to our brands’ reputation; possible future impairment charges; the effects of tax reform; trading volatility and fluctuations in the price of our stock; our ability to achieve the financial guidance we provide to investors; successful implementation of our business strategy; the availability of suitable locations for new restaurants; shortages or interruptions in the supply or delivery of products from third parties or availability of utilities; the management and forecasting of appropriate inventory levels; development and implementation of innovative marketing and use of social media; changing health or dietary preference of consumers; risks associated with doing business in international markets; the results of litigation and other legal proceedings; third-party claims with respect to intellectual property assets; our ability to attract and retain management and other key employees; compliance with federal, state and local governmental regulations; risks associated with our self-insurance; natural disasters or other series incidents; our success with development initiatives outside of our core business; the adequacy of our internal controls over financial reporting and future changes in accounting standards.


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Table of Contents


Fiscal Quarter End

The Company’s fiscal quarters end on the Sunday closest to the last day of each calendar quarter. For convenience, the fiscal quarters of each year are referred to as ending on March 31, June 30, September 30 and December 31. The first fiscal quarter of 2018 began on January 1, 2018 and ended on April 1, 2018; the second fiscal quarter of 2018 ended on July 1, 2018. The first fiscal quarter of 2017 began on January 2, 2017 and ended on April 2, 2017; the second fiscal quarter of 2017 ended on July 2, 2017.




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Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.
Dine Brands Global, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
Assets
 
June 30, 2018
 
December 31, 2017
 
 
(Unaudited)
 
(as adjusted)
Current assets:
 
 

 
 

Cash and cash equivalents
 
$
95,718

 
$
117,010

Receivables, net
 
103,015

 
140,188

Restricted cash
 
39,430

 
31,436

Prepaid gift card costs
 
29,464

 
40,725

Prepaid income taxes
 
42,107

 
45,981

Other current assets
 
6,764

 
12,615

Total current assets
 
316,498

 
387,955

Long-term receivables, net
 
118,173

 
126,570

Other intangible assets, net
 
579,369

 
582,787

Goodwill
 
339,236

 
339,236

Property and equipment, net
 
197,220

 
199,585

Deferred rent receivable
 
80,358

 
82,971

Non-current restricted cash
 
14,700

 
14,700

Other non-current assets, net
 
4,752

 
4,135

Total assets
 
$
1,650,306

 
$
1,737,939

Liabilities and Stockholders’ Deficit
 
 

 
 

Current liabilities:
 
 

 
 

Current maturities of long-term debt
 
$
32,965

 
$
12,965

Accounts payable
 
47,694

 
55,028

Gift card liability
 
108,695

 
164,441

Dividends payable
 
11,430

 
17,748

Current maturities of capital lease and financing obligations
 
12,752

 
14,193

Accrued employee compensation and benefits
 
12,136

 
13,547

Deferred franchise revenue, short-term
 
10,765

 
11,001

Other accrued expenses
 
14,484

 
16,001

Total current liabilities
 
250,921

 
304,924

Long-term debt, less current maturities
 
1,265,093

 
1,269,849

Capital lease obligations, less current maturities
 
57,624

 
61,895

Financing obligations, less current maturities
 
38,820

 
39,200

Deferred income taxes, net
 
112,073

 
119,996

Deferred franchise revenue, long-term
 
67,246

 
70,432

Deferred rent payable
 
60,853

 
69,112

Other non-current liabilities
 
20,927

 
18,071

Total liabilities
 
1,873,557

 
1,953,479

Commitments and contingencies
 


 


Stockholders’ deficit:
 
 

 
 

Common stock, $0.01 par value; shares: 40,000,000 authorized; June 30,2018 - 25,005,404 issued, 17,802,953 outstanding; December 31, 2017 - 25,022,312 issued, 17,993,124 outstanding
 
250

 
250

 Additional paid-in-capital
 
254,912

 
276,408

 Accumulated deficit
 
(40,154
)
 
(69,940
)
 Accumulated other comprehensive loss
 
(61
)
 
(105
)
Treasury stock, at cost; shares: June 30, 2018 - 7,202,451; December 31, 2017 - 7,029,188
 
(438,198
)
 
(422,153
)
Total stockholders’ deficit
 
(223,251
)
 
(215,540
)
Total liabilities and stockholders’ deficit
 
$
1,650,306

 
$
1,737,939


 See the accompanying Notes to Consolidated Financial Statements.

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Table of Contents

Dine Brands Global, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(In thousands, except per share amounts)
(Unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 

 
(as adjusted)
 
 
 
(as adjusted)
Franchise revenues
 
$
151,941

 
$
153,064

 
$
307,254

 
$
307,789

Rental revenues
 
30,324

 
30,124

 
61,165

 
60,589

Financing revenues
 
2,206

 
2,088

 
4,215

 
4,219

Company restaurant sales
 

 
3,378

 

 
7,518

Total revenues
 
184,471

 
188,654

 
372,634

 
380,115

Cost of revenues:
 
 

 
 

 
 
 
 
Franchise expenses
 
82,944

 
69,522

 
164,816

 
139,689

Rental expenses
 
22,788

 
22,681

 
45,429

 
45,347

Financing expenses
 
149

 

 
299

 

Company restaurant expenses
 

 
3,447

 

 
7,790

Total cost of revenues
 
105,881

 
95,650

 
210,544

 
192,826

Gross profit
 
78,590

 
93,004

 
162,090

 
187,289

General and administrative expenses
 
38,759

 
37,366

 
80,670

 
87,671

Interest expense
 
15,481

 
15,780

 
30,680

 
31,143

Closure and impairment (credits) charges
 
(2,702
)
 
2,701

 
(98
)
 
2,918

Amortization of intangible assets
 
2,506

 
2,500

 
5,008

 
5,000

Gain on disposition of assets
 
(50
)
 
(6,243
)
 
(1,477
)
 
(6,352
)
Income before income tax provision
 
24,596

 
40,900

 
47,307

 
66,909

Income tax provision
 
(11,883
)
 
(18,793
)
 
(17,521
)
 
(29,207
)
Net income
 
12,713

 
22,107

 
29,786

 
37,702

Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
 
 
Adjustment to unrealized loss on available-for-sale investments
 

 

 
50

 

Foreign currency translation adjustment
 
(3
)
 

 
(6
)
 

Total comprehensive income
 
$
12,710

 
$
22,107

 
$
29,830

 
$
37,702

Net income available to common stockholders:
 
 
 
 

 
 
 
 
Net income
 
$
12,713

 
$
22,107

 
$
29,786

 
$
37,702

Less: Net income allocated to unvested participating restricted stock
 
(428
)
 
(356
)
 
(1,000
)
 
(635
)
Net income available to common stockholders
 
$
12,285

 
$
21,751

 
$
28,786

 
$
37,067

Net income available to common stockholders per share:
 
 

 
 

 
 
 
 
Basic
 
$
0.70

 
$
1.23

 
$
1.63

 
$
2.09

Diluted
 
$
0.69

 
$
1.23

 
$
1.61

 
$
2.09

Weighted average shares outstanding:
 
 

 
 

 
 
 
 
Basic
 
17,544

 
17,719

 
17,623

 
17,707

Diluted
 
17,803

 
17,725

 
17,827

 
17,721

 
 
 
 
 
 
 
 
 
Dividends declared per common share
 
$
0.63

 
$
0.97

 
$
1.26

 
$
1.94

Dividends paid per common share
 
$
0.63

 
$
0.97

 
$
1.60

 
$
1.94

 

See the accompanying Notes to Consolidated Financial Statements.

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Table of Contents

Dine Brands Global, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
 
Six Months Ended
 
 
June 30,
 
 
2018
 
2017
Cash flows from operating activities:
 
 

 
(as adjusted)
Net income
 
$
29,786

 
$
37,702

Adjustments to reconcile net income to cash flows provided by operating activities:
 
 

 
 

Depreciation and amortization
 
15,842

 
15,422

Closure and impairment charges
 
(114
)
 
2,910

Non-cash interest expense
 
1,744

 
1,663

Deferred income taxes
 
(3,606
)
 
(7,633
)
Non-cash stock-based compensation expense
 
5,641

 
7,567

Gain on disposition of assets
 
(1,477
)
 
(6,352
)
Other
 
(8,438
)
 
(4,863
)
Changes in operating assets and liabilities:
 
 

 
 

Accounts receivable, net
 
(10,924
)
 
(694
)
Current income tax receivables and payables
 
2,776

 
(482
)
Gift card receivables and payables
 
(10,334
)
 
(14,121
)
Other current assets
 
5,851

 
(2,215
)
Accounts payable
 
3,816

 
(8,153
)
Accrued employee compensation and benefits
 
(1,411
)
 
(4,743
)
Other current liabilities
 
(3,360
)
 
4,886

Cash flows provided by operating activities
 
25,792

 
20,894

Cash flows from investing activities:
 
 

 
 

Additions to property and equipment
 
(7,339
)
 
(6,945
)
Proceeds from sale of property and equipment
 
655

 
1,100

Principal receipts from notes, equipment contracts and other long-term receivables
 
14,923

 
9,946

Additions to long-term receivables
 
(3,030
)
 

Other
 
(246
)
 
(292
)
Cash flows provided by investing activities
 
4,963

 
3,809

Cash flows from financing activities:
 
 
 
 

Borrowings under Variable Funding Notes
 
20,000

 

Repayment of long-term debt
 
(6,500
)
 

Dividends paid on common stock
 
(28,757
)
 
(34,879
)
Repurchase of common stock
 
(20,003
)
 
(10,003
)
Principal payments on capital lease and financing obligations
 
(8,013
)
 
(7,170
)
Tax payments for restricted stock upon vesting
 
(1,400
)
 
(2,320
)
Proceeds from stock options exercised
 
620

 
2,635

Cash flows used in financing activities
 
(44,053
)
 
(51,737
)
Net change in cash, cash equivalents and restricted cash
 
(13,298
)
 
(27,034
)
Cash, cash equivalents and restricted cash at beginning of period
 
163,146

 
185,491

Cash, cash equivalents and restricted cash at end of period
 
$
149,848

 
$
158,457

Supplemental disclosures:
 
 

 
 

Interest paid in cash
 
$
33,199

 
$
34,007

Income taxes paid in cash
 
$
18,267

 
$
37,241

Non-cash conversion of accounts receivable to notes receivable
 
$
5,856

 
$

 
See the accompanying Notes to Consolidated Financial Statements.

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Table of Contents

Dine Brands Global, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)

1. General
 
The accompanying unaudited consolidated financial statements of Dine Brands Global, Inc. (the “Company” or “Dine Brands Global”) have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The operating results for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2018.
 
The consolidated balance sheet at December 31, 2017 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
 
These consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
 
2. Basis of Presentation
 
The Company’s fiscal quarters end on the Sunday closest to the last day of each calendar quarter. For convenience, the fiscal quarters of each year are referred to as ending on March 31, June 30, September 30 and December 31. The first fiscal quarter of 2018 began on January 1, 2018 and ended on April 1, 2018; the second fiscal quarter of 2018 ended on July 1, 2018. The first fiscal quarter of 2017 began on January 2, 2017 and ended on April 2, 2017; the second fiscal quarter of 2017
ended on July 2, 2017.

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries that are consolidated in accordance with U.S. GAAP. All intercompany balances and transactions have been eliminated.
 
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make assumptions and estimates that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, if any, at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates are made in the calculation and assessment of the following: impairment of goodwill, other intangible assets and tangible assets; income taxes; allowance for doubtful accounts and notes receivables; lease accounting estimates; contingencies; and stock-based compensation. On an ongoing basis, the Company evaluates its estimates based on historical experience, current conditions and various other assumptions that are believed to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates.
 
3. Accounting Standards Adopted and Newly Issued Accounting Standards Not Yet Adopted
 
Accounting Standards Adopted Effective January 1, 2018
 
On January 1, 2018, the Company adopted the guidance of Accounting Standards Codification 606 - Revenue from Contracts with Customers (“ASC 606”). The Company adopted this change in accounting principles using the full retrospective method. Accordingly, previously reported financial information has been adjusted to reflect the application of ASC 606 to all comparative periods presented. The Company utilized all of the practical expedients for adoption allowed under the full retrospective method. The Company believes utilization of the practical expedients did not have a significant impact on the consolidated financial statements of the periods presented herein.


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Table of Contents
Dine Brands Global, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)

3. Accounting Standards Adopted and Newly Issued Accounting Standards Not Yet Adopted (Continued)

Adoption of ASC 606 impacted our previously reported Consolidated Balance Sheet as follows:
 
Balance at December 31, 2017, as reported
 
Adjustments/Reclassifications Due to ASC 606 adoption
 
Balance at December 31, 2017, as adjusted
 
(In thousands)
Assets:
 
 
 
 
 
Receivables, net
$
150,174

 
$
(9,986
)
 
$
140,188

Prepaid income taxes
43,654

 
2,327

 
45,981

Long-term receivables, net
131,212

 
(4,642
)
 
126,570

 
 
 
 
 
 
Liabilities:
 
 
 
 
 
Deferred franchise revenue (short-term)

 
11,001

 
11,001

Other accrued expenses
17,780

 
(1,779
)
 
16,001

Deferred franchise revenue (long-term)

 
70,432

 
70,432

Other non-current liabilities
23,003

 
(4,932
)
 
18,071

Deferred income taxes, net
138,177

 
(18,181
)
 
119,996

 
 
 
 
 
 
Equity:
 
 
 
 
 
Accumulated deficit
$
(1,098
)
 
$
(68,842
)
 
$
(69,940
)

In conjunction with its adoption of ASC 606, the Company has separated “franchise and restaurant revenues” and “franchise and restaurant expenses,” previously combined when reported in the Statement of Comprehensive Income for the three and six months ended June 30, 2017, into separate line items for franchise revenues/expense and company restaurant sales/expense as follows:
 
Three months ended June 30, 2017
 
Six months ended June 30, 2017
 
(in thousands)
Franchise and restaurant revenues, as combined
$
122,987

 
$
246,565

 
 
 
 
Franchise revenues
$
119,609

 
$
239,047

Company restaurant sales
3,378

 
7,518

 
$
122,987

 
$
246,565

 
 
 
 
Franchise and restaurant expenses, as combined
$
40,669

 
$
81,676

 
 
 
 
Franchise expenses
37,222

 
73,886

Company restaurant expenses
3,447

 
$
7,790

 
$
40,669

 
$
81,676


Adoption of ASC 606 impacted our previously reported Consolidated Statement of Comprehensive Income for the three months ended June 30, 2017, as follows:
 
Three Months ended June 30, 2017, as reported
 
Adjustments due to ASC 606 adoption
 
Three Months ended June 30, 2017, as adjusted
 
(In thousands)
Franchise revenues (as shown separately above)
$
119,609

 
$
33,455

 
$
153,064

Franchise expenses (as shown separately above)
37,222

 
32,300

 
69,522

Income before income tax provision
39,745

 
1,155

 
40,900

Income tax provision
(18,465
)
 
(328
)
 
(18,793
)
Net income
21,280

 
827

 
22,107

Net income per share:
 
 
 
 
 
Basic
$
1.18

 
 
 
$
1.23

Diluted
$
1.18

 
 
 
$
1.23



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Table of Contents
Dine Brands Global, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)

3. Accounting Standards Adopted and Newly Issued Accounting Standards Not Yet Adopted (Continued)


Recognition of Applebee's advertising revenue and expense comprised $32.3 million of the revenue adjustment and all of the expense adjustment. Approximately $1.2 million of the revenue adjustment is due to the change in method of recognizing franchise and development fees. See Note 4 - Revenue Disclosures, of the Notes to Consolidated Financial Statements for a description of these changes.

Adoption of ASC 606 impacted our previously reported Consolidated Statement of Comprehensive Income for the six months ended June 30, 2017, as follows:
 
Six Months ended June 30, 2017, as reported
 
Adjustments due to ASC 606 adoption
 
Six Months ended June 30, 2017, as adjusted
 
(In thousands)
Franchise revenues (as shown separately above)
$
239,047

 
$
68,742

 
$
307,789

Franchise expenses (as shown separately above)
73,886

 
65,803

 
139,689

Income before income tax provision
63,970

 
2,939

 
66,909

Income tax provision
(28,327
)
 
(880
)
 
(29,207
)
Net income
35,643

 
2,059

 
37,702

Net income per share:
 
 
 
 
 
Basic
$
1.98

 
 
 
$
2.09

Diluted
$
1.98

 
 
 
$
2.09


Recognition of Applebee's advertising revenue and expense comprised $65.8 million of the revenue adjustment and all of the expense adjustment. Approximately $2.9 million of the revenue adjustment is due to the change in method of recognizing franchise and development fees. See Note 4 - Revenue Disclosures, of the Notes to Consolidated Financial Statements for a description of these changes.

The adoption of ASC 606 had no impact on the Company's cash provided by or used in operating, investing or financing activities as previously reported in its Consolidated Statements of Cash Flows.

Additional new accounting guidance became effective for the Company as of January 1, 2018 that the Company reviewed and concluded was either are not applicable to the Company's operations or had no material effect on the Company's consolidated financial statements.

Newly Issued Accounting Standards Not Yet Adopted

In June 2016, the FASB issued new guidance on the measurement of credit losses on financial instruments. The new guidance will replace the incurred loss methodology of recognizing credit losses on financial instruments that is currently required with a methodology that estimates the expected credit loss on financial instruments and reflects the net amount expected to be collected on the financial instrument. Application of the new guidance may result in the earlier recognition of credit losses as the new methodology will require entities to consider forward-looking information in addition to historical and current information used in assessing incurred losses. The Company will be required to adopt the new guidance on a modified retrospective basis beginning with its first fiscal quarter of 2020, with early adoption permitted in its first fiscal quarter of 2019. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures and whether early adoption will be elected.

In February 2016, the FASB issued new guidance with respect to the accounting for leases. The new guidance will require lessees to recognize a right-of-use asset and a lease liability for virtually all leases, other than leases with a term of 12 months or less, and to provide additional disclosures about leasing arrangements. Accounting by lessors is largely unchanged from existing accounting guidance. The Company will be required to adopt the new guidance on a modified retrospective basis beginning with its first fiscal quarter of 2019. Early adoption is permitted.

While the Company is still in the process of evaluating the impact of the new guidance on its consolidated financial statements and disclosures, the Company expects adoption of the new guidance will have a material impact on its Consolidated Balance Sheets due to recognition of the right-of-use asset and lease liability related to its operating leases. While the new guidance is also expected to impact the measurement and presentation of elements of expenses and cash flows related to leasing arrangements, the Company does not presently believe there will be a material impact on its Consolidated Statements of

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Dine Brands Global, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)

3. Accounting Standards Adopted and Newly Issued Accounting Standards Not Yet Adopted (Continued)

Comprehensive Income or Consolidated Statements of Cash Flows. Recognition of a lease liability related to operating leases will not impact any covenants related to the Company's long-term debt because the debt agreements specify that covenant ratios be calculated using U.S. GAAP in effect at the time the debt agreements were entered into.

The Company reviewed all other newly issued accounting pronouncements and concluded that they either are not applicable to the Company's operations or that no material effect is expected on the Company's financial statements because of future adoption.

 
4. Revenue Disclosures

Franchise revenue (which comprises the majority of the Company's revenues) and revenue from company-operated restaurants are recognized in accordance with ASC 606. Under ASC 606, revenue is recognized upon transfer of control of promised services or goods to customers in an amount that reflects the consideration the Company expects to receive for those services or goods. The Company's rental and financing revenues are recognized in accordance with applicable U.S. GAAP accounting standards promulgated prior to the issuance of ASC 606, which remain in effect.

Franchising Activities

The Company owns and franchises the Applebee’s and IHOP restaurant concepts. The franchise arrangement for both brands is documented in the form of a franchise agreement and, in most cases, a development agreement. The franchise arrangement between the Company as the franchisor and the franchisee as the customer requires the Company to perform various activities to support the brand that do not directly transfer goods and services to the franchisee, but instead represent a single performance obligation, which is the transfer of the franchise license. The intellectual property subject to the franchise license is symbolic intellectual property as it does not have significant standalone functionality, and substantially all of the utility is derived from its association with the Company’s past or ongoing activities. The nature of the Company’s promise in granting the franchise license is to provide the franchisee with access to the brand’s symbolic intellectual property over the term of the license. The services provided by the Company are highly interrelated with the franchise license and as such are considered to represent a single performance obligation.

The transaction price in a standard franchise arrangement for both brands primarily consists of (a) initial franchise/development fees; (b) continuing franchise fees (royalties); and (c) advertising fees. Since the Company considers the licensing of the franchising right to be a single performance obligation, no allocation of the transaction price is required. Additionally, all domestic IHOP franchise agreements require franchisees to purchase proprietary pancake and waffle dry mix from the Company.

The Company recognizes the primary components of the transaction price as follows:

Franchise and development fees are recognized as revenue ratably on a straight-line basis over the term of the franchise agreement commencing with the restaurant opening date. As these fees are typically received in cash at or near the beginning of the franchise term, the cash received is initially recorded as a contract liability until recognized as revenue over time;
The Company is entitled to royalties and advertising fees based on a percentage of the franchisee's gross sales as defined in the franchise agreement. Royalty and advertising revenue is recognized when the franchisee's reported sales occur. Depending on timing within a fiscal period, the recognition of revenue results in either what is considered a contract asset (unbilled receivable) or, once billed, accounts receivable, on the balance sheet.
Revenue from the sales of proprietary pancake and waffle dry mix is recognized in the period in which distributors ship the franchisee's order; recognition of revenue results in accounts receivable on the balance sheet.

In determining the amount and timing of revenue from contracts with customers, the Company exercises significant judgment with respect to collectibility of the amount; however, the timing of recognition does not require significant judgments as it is based on either the franchise term, the month of reported sales by the franchisee or the date of product shipment, none of which require estimation.


9

Table of Contents
Dine Brands Global, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)

4. Revenue Disclosures (Continued)

The Company does not incur a significant amount of contract acquisition costs in conducting its franchising activities and has not capitalized any such costs. The Company believes its franchising arrangements do not contain a significant financing component.

Prior to the adoption of ASC 606, the Company generally recognized the entire franchise and/or development fee as revenue at the restaurant opening date. The impact on the Company's previously reported financial statements of the change from that policy to the policy described above is presented in Note 3 - Accounting Standards Adopted and Newly Issued Accounting Standards Not Yet Adopted, of the Notes to Consolidated Financial Statements.

Prior to the adoption of ASC 606, the Company did not record advertising fees received under Applebee's franchise agreements as franchise revenue. In evaluating advertising activity under the guidance of ASC 606, the Company considers itself to be primarily responsible for fulfilling the promise to provide all of the services specified in the contract, including advertising activities, which are not considered to be distinct services in the context of providing the right to the symbolic intellectual property. Accordingly, under ASC 606, the Company records advertising fees received under Applebee's franchise agreements as franchise revenue. The Company had previously recorded advertising fees received under IHOP franchise agreements as franchise revenue. Under previously issued accounting guidance for franchisors, advertising revenue and expense were recognized in the same amount in each period. That guidance was superceded by ASC 606 such that advertising expense may now be different than the advertising revenue recognized as described above. The impact of these changes with respect to Applebee's advertising fees and advertising expenses on the Company's previously reported financial statements is presented in Note 3 - Accounting Standards Adopted and Newly Issued Accounting Standards Not Yet Adopted, of the Notes to Consolidated Financial Statements.
   
The adoption of ASC 606 had no impact on the Company's recording of royalties and sales of proprietary pancake and waffle dry mix.

The following table disaggregates our franchise revenue by major type for the three and six months ended June 30, 2018 and 2017:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2018
 
2017
 
2018
 
2017
 
 
(In thousands)
Franchise Revenue:
 
 

 
 

 
 
 
 
Royalties
 
$
77,494

 
$
77,124

 
$
151,910

 
$
155,998

Advertising fees
 
58,705

 
60,462

 
122,541

 
122,162

Pancake and waffle dry mix sales and other
 
12,780

 
12,209

 
26,558

 
23,445

Franchise and development fees
 
2,962

 
3,269

 
6,245

 
6,184

Total franchise revenue
 
$
151,941

 
$
153,064

 
$
307,254

 
$
307,789


Receivables from franchisees as of June 30, 2018 and December 31, 2017 were $71.7 million (net of allowance of $25.2 million)] and $66.2 million (net of allowance of $22.2 million), respectively, and were included in receivables, net in the Consolidated Balance Sheets.

Changes in the Company's contract liability for deferred franchise and development fees during the six months ended June 30, 2018 are as follows:
 
 
Deferred Franchise Revenue (short- and long-term)
 
 
(In thousands)
Balance at December 31, 2017
 
$
81,433

Recognized as revenue during the six months ended June 30, 2018
 
(5,459
)
Fees received and deferred during the six months ended June 30, 2018
 
2,037

Balance at June 30, 2018
 
$
78,011


10

Table of Contents
Dine Brands Global, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)

4. Revenue Disclosures (Continued)

 
The balance of deferred revenue as of June 30, 2018 is expected to be recognized as follows:

(In thousands)
Remainder of 2018
$
4,532

2019
10,547

2020
8,212

2021
7,636

2022
7,109

2023
6,543

Thereafter
33,432

Total
$
78,011


Company-operated Restaurants

The Company currently does not operate any restaurants but did operate restaurants in the comparative prior period. Sales by company-operated restaurants were recognized when food and beverage items were sold and were reported net of sales taxes collected from guests that were remitted to the appropriate taxing authorities. Recognition of revenue from company-operated restaurants was not impacted by the adoption of ASC 606 using the full retrospective method.

5. Long-Term Debt
  
Long-term debt consisted of the following components:
 
June 30, 2018
 
December 31, 2017
 
(In millions)
Series 2014-1 4.277% Fixed Rate Senior Secured Notes, Class A-2
$
1,290.3

 
$
1,296.8

Series 2014-1 Variable Funding Senior Notes Class A-1, at a variable interest rate of 4.525% as of June 30, 2018
20.0

 

Debt issuance costs
(12.2
)
 
(13.9
)
Long-term debt, net of debt issuance costs
1,298.1

 
1,282.8

Current portion of long-term debt
(33.0
)
 
(13.0
)
Long-term debt
$
1,265.1

 
$
1,269.8


For a description of the respective instruments, refer to Note 7 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
  
6. Stockholders' Deficit

Dividends
 
During the six months ended June 30, 2018, the Company paid dividends on common stock of $28.8 million, representing a cash dividend of $0.97 per share declared in the fourth quarter of 2017 and a cash dividend of $0.63 per share declared in the first quarter of 2018. On May 14, 2018, the Company's Board of Directors declared a second quarter 2018 cash dividend of $0.63 per share of common stock. This dividend was paid on July 6, 2018 to the Company's stockholders of record at the close of business on June 20, 2018. The Company reported dividends payable of $11.4 million at June 30, 2018.

Stock Repurchase Program

In October 2015, the Company's Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $150 million of its common stock (the “2015 Repurchase Program”) on an opportunistic basis from time to time in open market transactions and in privately negotiated transactions based on business, market, applicable legal requirements and other considerations. The 2015 Repurchase Program, as approved by the Board of Directors, does not require the repurchase of a specific number of shares and can be terminated at any time. A summary of shares repurchased under the 2015 Repurchase Program, during the three and six months ended June 30, 2018 and cumulatively, is as follows:

11

Dine Brands Global, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)

6. Stockholders' Equity (Continued)

2015 Repurchase Program
Shares
 
Cost of shares
 
 
 
(In millions)
Repurchased during the three months ended June 30, 2018
137,163

 
$
10.0

Repurchased during the six months ended June 30, 2018
275,801

 
$
20.0

Cumulative (life-of-program) repurchases as of June 30, 2018
1,276,458

 
$
102.9

Remaining dollar value of shares that may be repurchased
       n/a
 
$
47.1


Treasury Stock

Repurchases of the Company's common stock are included in treasury stock at the cost of shares repurchased plus any transaction costs. Treasury stock may be re-issued when stock options are exercised, when restricted stock awards are granted and when restricted stock units settle in stock upon vesting. The cost of treasury stock re-issued is determined using the first-in, first-out (“FIFO”) method. During the six months ended June 30, 2018, the Company re-issued 102,538 shares of treasury stock at a total FIFO cost of $4.0 million.


7. Income Taxes
 
The Company's effective tax rate was 37.0% for the six months ended June 30, 2018 as compared to 43.7% for the six months ended June 30, 2017. The effective tax rate of 37.0% for the six months ended June 30, 2018 was lower than the rate of the prior period primarily due to the federal statutory tax rate decreasing from 35% to 21% in accordance with the Tax Cuts and Jobs Act (the “Tax Act”) enacted in December 2017, partially offset by a $5.7 million increase to the tax provision related to Internal Revenue Service (“IRS”) audits of tax years 2011 to 2013.
 
The total gross unrecognized tax benefit as of June 30, 2018 and December 31, 2017 was $9.0 million and $5.9 million, respectively, excluding interest, penalties and related tax benefits. The increase in the unrecognized tax benefit of $3.1 million was related to the IRS examination of tax years 2011 to 2013. The Company estimates the unrecognized tax benefit may decrease over the upcoming 12 months by an amount up to $4.8 million related to settlements with taxing authorities and the lapse of statutes of limitations. For the remaining liability, due to the uncertainties related to these tax matters, the Company is unable to make a reasonably reliable estimate as to when cash settlement with a taxing authority will occur.

As of June 30, 2018, accrued interest was $1.4 million and accrued penalties were less than $0.1 million, excluding any related income tax benefits. As of December 31, 2017, accrued interest was $1.1 million and accrued penalties were less than $0.1 million, excluding any related income tax benefits. The Company recognizes interest accrued related to unrecognized tax benefits and penalties as a component of its income tax provision recognized in its Consolidated Statements of Comprehensive Income.

The Company files federal income tax returns and the Company or one of its subsidiaries files income tax returns in various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to federal, state or non-United States tax examinations by tax authorities for years before 2011. The IRS commenced examination of the Company’s U.S. federal income tax return for the tax years 2011 to 2013 in fiscal year 2016. The examination is anticipated to conclude during fiscal year 2018. The Company believes that adequate reserves have been provided relating to all matters contained in the tax periods open to examination.

The Securities and Exchange Commission has issued guidance which provides for a measurement period of one year from the enactment date to finalize the accounting for effects of the Tax Act. Consistent with that guidance, the Company provisionally recorded an income tax benefit of $77.5 million related to the Tax Act in the fourth quarter of 2017.  As of June 30, 2018, the Company has not yet completed its accounting for the tax effects of the enactment of the Tax Act. The Internal Revenue Service is expected to issue additional guidance clarifying provisions of the Act. As additional guidance is issued, one or more of the provisional amounts may change.


12

Table of Contents
Dine Brands Global, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)


8. Stock-Based Compensation
 
The following table summarizes the components of stock-based compensation expense included in general and administrative expenses in the Consolidated Statements of Comprehensive Income:
 
Three months ended June 30,
 
Six months ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In millions)
Total stock-based compensation expense:
 
 
 
 
 
 
 
Equity classified awards expense
$
2.3

 
$
1.5

 
$
5.7

 
$
7.7

Liability classified awards expense (credit)
0.4

 
(1.3
)
 
0.9

 
(1.1
)
Total pre-tax stock-based compensation expense
2.7

 
0.2

 
6.6

 
6.6

Book income tax benefit
(0.7
)
 
(0.1
)
 
(1.7
)
 
(2.5
)
Total stock-based compensation expense, net of tax
$
2.0

 
$
0.1

 
$
4.9

 
$
4.1

 
As of June 30, 2018, total unrecognized compensation expense of $22.6 million related to restricted stock and restricted stock units and $4.7 million related to stock options are expected to be recognized over a weighted average period of 1.9 years for restricted stock and restricted stock units and 1.8 years for stock options.
 
Fair Value Assumptions

The Company granted 223,570 stock options during the six months ended June 30, 2018 for which the fair value was estimated using a Black-Scholes option pricing model. The following summarizes the assumptions used in the Black-Scholes model:
Risk-free interest rate
2.6
%
Weighted average historical volatility
26.1
%
Dividend yield
3.6
%
Expected years until exercise
4.6

Weighted average fair value of options granted
$11.94

The Company granted 25,330 performance-based stock options and 26,670 performance-based restricted stock units during the six months ended June 30, 2018 for which the fair value was estimated using a Monte Carlo simulation method. The following summarizes the assumptions used in estimating the fair values:
Risk-free interest rate
2.4
%
Weighted average historical volatility
33.0
%
Dividend yield
3.7
%
Expected years until exercise
3.0

Weighted average fair value of options granted
$9.79
Weighted average fair value of restricted stock units granted
$34.53

Equity Classified Awards - Stock Options

Stock option balances at June 30, 2018, and activity for the six months ended June 30, 2018 were as follows:
 
 
Shares
 
Weighted
Average
Exercise
Price
 
Weighted Average
Remaining
Contractual Term
(in Years)
 
Aggregate
Intrinsic
Value (in Millions)
Outstanding at December 31, 2017
 
1,272,048

 
$
61.44

 
 
 
 

Granted
 
248,899

 
69.12

 
 
 
 

Exercised
 
(12,460
)
 
49.75

 
 
 
 

Outstanding at June 30, 2018
 
1,508,487

 
62.81

 
7.0
 
$
24.6

Vested at June 30, 2018 and Expected to Vest
 
1,323,639

 
64.44

 
6.6
 
$
20.2

Exercisable at June 30, 2018
 
634,238

 
$
75.29

 
3.9
 
$
5.8

 

13

Table of Contents
Dine Brands Global, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)

8. Stock-Based Compensation (Continued)

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing stock price of the Company’s common stock on the last trading day of the second quarter of 2018 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June 30, 2018. The aggregate intrinsic value will change based on the fair market value of the Company’s common stock and the number of in-the-money options.

Equity Classified Awards - Restricted Stock and Restricted Stock Units

Outstanding balances as of June 30, 2018, and activity related to restricted stock and restricted stock units for the six months ended June 30, 2018 were as follows:
 
 
Restricted
Stock
 
Weighted
Average
Grant Date
Fair Value
 
Restricted
Stock Units
 
Weighted
Average
Grant Date
Fair Value
Outstanding at December 31, 2017
 
275,191

 
$
65.81

 
303,348

 
$
28.39

Granted
 
90,078

 
68.89

 
52,711

 
48.13

Released
 
(52,342
)
 
87.69

 
(15,737
)
 
98.54

Forfeited
 
(12,816
)
 
61.16

 
(71
)
 
53.49

Outstanding at June 30, 2018
 
300,111

 
$
63.13

 
340,251

 
$
27.70


Liability Classified Awards - Cash-settled Restricted Stock Units

The Company has granted cash-settled restricted stock units to certain employees. These instruments are recorded as liabilities at fair value as of the respective period end. During the six months ended June 30, 2018, 58,747 units were issued, 59 units were vested and 1,746 units were forfeited. At June 30, 2018, there were 56,942 units outstanding. For the three and six months ended June 30, 2018, $0.2 million and $0.3 million was included as stock-based compensation expense related to cash-settled restricted stock units.

Liability Classified Awards - Long-Term Incentive Awards
The Company has granted cash long-term incentive awards (“LTIP awards”) to certain employees. Annual LTIP awards vest over a three-year period and are determined using a multiplier from 0% to 200% of the target award based on the total stockholder return of Dine Brands Global common stock compared to the total stockholder returns of a peer group of companies. Although LTIP awards are only paid in cash, since the multiplier is based on the price of the Company's common stock, the awards are considered stock-based compensation in accordance with U.S. GAAP and are classified as liabilities. For the three months ended June 30, 2018 and 2017, an expense of $0.2 million and a credit of $1.3 million, respectively was included in total stock-based compensation expense related to LTIP awards. For the six months ended June 30, 2018 and 2017, an expense of $0.6 million and a credit of $1.1 million, respectively, were included in total stock-based compensation expense related to LTIP awards. At June 30, 2018 and December 31, 2017, liabilities of $0.7 million and $0.2 million, respectively, related to LTIP awards were included as part of accrued employee compensation and benefits in the Consolidated Balance Sheets.

9. Segments
 
The Company identifies its reporting segments based on the organizational units used by management to monitor performance and make operating decisions. The Company currently has four operating segments: Applebee's franchise operations, IHOP franchise operations, rental operations and financing operations. During one or more of the comparative periods presented herein, the Company operated a small number of IHOP restaurants and those operations were considered to be a fifth operating segment. Including these historically company-operated restaurants, the Company has four reportable segments: franchise operations, (an aggregation of Applebee's and IHOP franchise operations), rental operations, financing operations and company-operated restaurant operations. The Company considers these to be its reportable segments, regardless of whether any segment exceeds 10% of consolidated revenues, income before income tax provision or total assets.
 
As of June 30, 2018, the franchise operations segment consisted of (i) 1,883 restaurants operated by Applebee’s franchisees in the United States, two U.S. territories and 13 countries outside the United States and (ii) 1,805 restaurants operated by IHOP franchisees and area licensees in the United States, three U.S. territories and 12 countries outside the United States. Franchise operations revenue consists primarily of franchise royalty revenues, franchise advertising revenue, sales of proprietary products

14

Table of Contents
Dine Brand Global, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)

9. Segments (Continued)

to franchisees (primarily pancake and waffle dry mixes for the IHOP restaurants), and franchise fees.  Franchise operations expenses include advertising expenses, the cost of IHOP proprietary products, bad debt expense, franchisor contributions to marketing funds, pre-opening training expenses and other franchise-related costs.

Rental operations revenue includes revenue from operating leases and interest income from direct financing leases. Rental operations expenses are costs of operating leases and interest expense from capital leases on franchisee-operated restaurants. 

Financing operations revenue primarily consists of interest income from the financing of franchise fees and equipment leases and sales of equipment associated with refranchised IHOP restaurants. Financing expenses are primarily the cost of restaurant equipment associated with refranchised IHOP restaurants.

Company restaurant sales were retail sales at company-operated restaurants. Company restaurant expenses were operating expenses at company-operated restaurants and include food, labor, utilities, rent and other restaurant operating costs. In June 2017, the Company refranchised nine of ten IHOP company-operated restaurants in the Cincinnati, Ohio market area; the one restaurant not refranchised was closed. As a result, the Company no longer operates any restaurants on a permanent basis. The Company has not presented these restaurants as discontinued operations as defined by U.S. GAAP because the refranchising of nine restaurants out of a total of approximately 3,700 restaurants did not represent a strategic shift that had a major effect on the Company's operations.

From time to time, the Company may operate restaurants reacquired from franchisees on a temporary basis until those restaurants are refranchised. There were no restaurants under temporary company operation at June 30, 2018.

Information on segments is as follows:
 
Three months ended June 30,
 
Six months ended June 30,
 
2018
 
2017 (as adjusted)
 
2018
 
2017 (as adjusted)
 
(In millions)
Revenues from external customers:
 

 
 

 
 
 
 
Franchise operations
$
151.9

 
$
153.1

 
$
307.2

 
$
307.8

Rental operations
30.4

 
30.1

 
61.2

 
60.6

Company restaurants

 
3.4

 

 
7.5

Financing operations
2.2

 
2.1

 
4.2

 
4.2

Total
$
184.5

 
$
188.7

 
$
372.6

 
$
380.1

 
 
 
 
 
 
 
 
Interest expense:
 

 
 

 
 
 
 
Rental operations
$
2.3

 
$
2.6

 
$
4.8

 
$
5.4

Company restaurants

 
0.1

 

 
0.2

Corporate
15.5

 
15.8

 
30.7

 
31.1

Total
$
17.8

 
$
18.5

 
$
35.5

 
$
36.7

 
 
 
 
 
 
 
 
Depreciation and amortization:
 

 
 

 
 
 
 
Franchise operations
$
2.7

 
$
2.7

 
$
5.3

 
$
5.4

Rental operations
2.9

 
3.0

 
5.8

 
6.0

Company restaurants

 

 

 
0.1

Corporate
2.3

 
2.0

 
4.7

 
3.9

Total
$
7.9

 
$
7.7

 
$
15.8

 
$
15.4

 
 
 
 
 
 
 
 
Gross profit, by segment:
 

 
 

 
 
 
 
Franchise operations
$
69.0

 
$
83.6

 
$
142.4

 
$
168.1

Rental operations
7.6

 
7.5

 
15.8

 
15.3

Company restaurants

 
(0.1
)
 

 
(0.3
)
Financing operations
2.0

 
2.0

 
3.9

 
4.2

Total gross profit
78.6

 
93.0

 
162.1

 
187.3

Corporate and unallocated expenses, net
(54.0
)
 
(52.1
)
 
(114.8
)
 
(120.4
)
Income before income tax provision
$
24.6

 
$
40.9

 
$
47.3

 
$
66.9



15

Table of Contents
Dine Brands Global, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)


10. Net Income per Share

The computation of the Company's basic and diluted net income per share is as follows:
 
Three months ended June 30,
 
Six months ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
(as adjusted)
 
 
 
(as adjusted)
 
(In thousands, except per share data)
Numerator for basic and diluted income per common share:
 

 
 

 
 
 
 
Net income
$
12,713

 
$
22,107

 
$
29,786

 
$
37,702

Less: Net income allocated to unvested participating restricted stock
(428
)
 
(356
)
 
(1,000
)
 
(635
)
Net income available to common stockholders - basic
12,285

 
21,751

 
28,786

 
37,067

Effect of unvested participating restricted stock in two-class calculation

 

 
3

 

Net income available to common stockholders - diluted
$
12,285

 
$
21,751

 
$
28,789

 
$
37,067

Denominator:
 

 
 

 
 
 
 
Weighted average outstanding shares of common stock - basic
17,544

 
17,719

 
17,623

 
17,707

Dilutive effect of stock options
259

 
6

 
204

 
14

Weighted average outstanding shares of common stock - diluted
17,803

 
17,725

 
17,827

 
17,721

Net income per common share:
 

 
 

 
 
 
 
Basic
$
0.70

 
$
1.23

 
$
1.63

 
$
2.09

Diluted
$
0.69

 
$
1.23

 
$
1.61

 
$
2.09




11. Fair Value Measurements
The Company does not have a material amount of financial assets or liabilities that are required under U.S. GAAP to be measured on a recurring basis at fair value. The Company is not a party to any derivative financial instruments. The Company does not have a material amount of non-financial assets or non-financial liabilities that are required under U.S. GAAP to be measured at fair value on a recurring basis. The Company has not elected to use the fair value measurement option, as permitted under U.S. GAAP, for any assets or liabilities for which fair value measurement is not presently required.
 
The Company believes the fair values of cash equivalents, accounts receivable and accounts payable approximate their carrying amounts due to their short duration.
 
The fair values of the Company's Series 2014-1 Class A-2 Notes (the “Class A-2 Notes”) at June 30, 2018 and December 31, 2017 were as follows:
 
 
June 30, 2018
 
December 31, 2017
 
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
 
 
(In millions)
Long-term debt, current and long-term
 
$
1,290.3

 
$
1,278.6

 
$
1,282.8

 
$
1,265.5


 The fair values were determined based on Level 2 inputs, including information gathered from brokers who trade in the Company’s Class A-2 Notes and information on notes that are similar to those of the Company.


16

Table of Contents
Dine Brands Global, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)


12. Commitments and Contingencies
 
Litigation, Claims and Disputes
 
The Company is subject to various lawsuits, administrative proceedings, audits and claims arising in the ordinary course of business. Some of these lawsuits purport to be class actions and/or seek substantial damages. The Company is required under U.S. GAAP to record an accrual for litigation loss contingencies that are both probable and reasonably estimable. Legal fees and expenses associated with the defense of all of the Company's litigation are expensed as such fees and expenses are incurred. Management regularly assesses the Company's insurance coverage, analyzes litigation information with the Company's attorneys and evaluates the Company's loss experience in connection with pending legal proceedings. While the Company does not presently believe that any of the legal proceedings to which it is currently a party will ultimately have a material adverse impact on the Company, there can be no assurance that the Company will prevail in all the proceedings the Company is party to, or that the Company will not incur material losses from them.

Lease Guarantees
 
In connection with the sale of Applebee’s restaurants or previous brands to franchisees and other parties, the Company has, in certain cases, guaranteed or has potential continuing liability for lease payments totaling $296.1 million as of June 30, 2018. This amount represents the maximum potential liability for future payments under these leases. These leases have been assigned to the buyers and expire at the end of the respective lease terms, which range from 2018 through 2048. Excluding unexercised option periods, the Company's potential liability for future payments under these leases is $48.5 million. In the event of default, the indemnity and default clauses in the sale or assignment agreements govern the Company's ability to pursue and recover damages incurred.


13. Restricted Cash

Current restricted cash of $39.4 million at June 30, 2018 primarily consisted of $30.7 million of funds required to be held in trust in connection with the Company's securitized debt and $8.6 million of funds from Applebee's franchisees pursuant to franchise agreements, usage of which was restricted to advertising activities. Current restricted cash of $31.4 million at December 31, 2017 primarily consisted of $29.3 million of funds required to be held in trust in connection with the Company's securitized debt and $2.1 million of funds from Applebee's franchisees pursuant to franchise agreements, usage of which was restricted to advertising activities. Non-current restricted cash of $14.7 million at June 30, 2018 and December 31, 2017 represents interest reserves required to be set aside for the duration of the Company's securitized debt.


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Table of Contents

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

Cautionary Statement Regarding Forward-Looking Statements
 
Statements contained in this report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from those expressed or implied in such statements. You can identify these forward-looking statements by words such as “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “goal” and other similar expressions. You should consider our forward-looking statements in light of the risks discussed under the heading “Risk Factors,” as well as our consolidated financial statements, related notes, and the other financial information appearing elsewhere in this report and our other filings with the United States Securities and Exchange Commission. The forward-looking statements contained in this report are made as of the date hereof and the Company assumes no obligation to update or supplement any forward-looking statements.

You should read the following Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in conjunction with the consolidated financial statements and the related notes that appear elsewhere in this report.

Overview
 
The following discussion and analysis provides information which we believe is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with the consolidated financial statements and the notes thereto included in Item 1 of Part I of this Quarterly Report and the audited consolidated financial statements and notes thereto and the MD&A contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Except where the context indicates otherwise, the words “we,” “us,” “our,” “Dine Brands Global” and the “Company” refer to Dine Brands Global, Inc. (formerly DineEquity, Inc.), together with its subsidiaries that are consolidated in accordance with United States generally accepted accounting principles (“U.S. GAAP”).
 
Through various subsidiaries, we own and franchise the Applebee's Neighborhood Grill & Bar® (“Applebee's”) concept in the bar and grill segment within the casual dining category of the restaurant industry and the International House of Pancakes® (“IHOP”) concept in the family dining category of the restaurant industry. References herein to Applebee's® and IHOP® restaurants are to these two restaurant concepts, whether operated by franchisees or area licensees and their sub-licensees (collectively, “area licensees”). With nearly 3,700 restaurants combined, all of which are franchised, we believe we are one of the largest full-service restaurant companies in the world.

We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. We currently have four operating segments: Applebee's franchise operations, IHOP franchise operations, rental operations and financing operations. During one or more of the comparative periods presented herein we operated a small number of IHOP restaurants and those operations were considered to be a fifth operating segment. Including these company-operated restaurants, we have four reportable segments: franchise operations, (an aggregation of Applebee's and IHOP franchise operations), rental operations, financing operations and company-operated restaurant operations. We consider these to be our reportable segments, regardless of whether any segment exceeds 10% of consolidated revenues, income before income tax provision or total assets.


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Table of Contents

Key Financial Results
 
 
Three months ended June 30,
 
Favorable
(Unfavorable) Variance
 
Six months ended June 30,
 
Favorable
(Unfavorable) Variance
 
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
(as adjusted)
 
 
 
 
 
(as adjusted)
 
 
 
 
(In millions, except per share data)
Gross profit
 
$
78.6

 
$
93.0

 
$
(14.4
)
 
$
162.1

 
$
187.3

 
$
(25.2
)
General and administrative expenses
 
38.8

 
37.4

 
(1.4
)
 
80.7

 
87.7

 
7.0

Other expense and income items, net
 
15.2

 
14.7

 
(0.5
)
 
34.1

 
32.7

 
(1.4
)
Income before income taxes
 
$
24.6

 
$
40.9

 
$
(16.3
)
 
$
47.3

 
$
66.9

 
$
(19.6
)
Income tax provision
 
(11.9
)
 
(18.8
)
 
6.9

 
(17.5
)
 
(29.2
)
 
11.7

Net income
 
$
12.7

 
$
22.1

 
$
(9.4
)
 
$
29.8

 
$
37.7

 
$
(7.9
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Effective tax rate
 
48.3
%
 
45.9
%
 
(2.4
)%
 
37.0
%
 
43.7
%
 
6.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per diluted share
 
$
0.69

 
$
1.23

 
$
(0.54
)
 
$
1.61

 
$
2.09

 
$
(0.48
)

Our income before income taxes for the three and six months ended June 30, 2018 decreased 39.9% and 29.3%, respectively, from the comparable periods of 2017 (as adjusted). These decreases were primarily due to our contributions to the Applebee's National Advertising Fund (the “Applebee's NAF”) of $16.5 million and $30.0 million, respectively, for the three and six months ended June 30, 2018. We also recognized an additional tax provision of $5.7 million related to adjustments resulting from Internal Revenue Service (“IRS”) audits of tax years 2011 through 2013. The additional provision significantly impacted our effective tax rates for the three and six months ended June 30, 2018 and offset the benefit that had been received during the three months ended March 31, 2018 from the December 2017 enactment of the Tax Cuts and Jobs Act (the “Tax Act”) that reduced the federal statutory tax rate from 35% to 21%, effective January 1, 2018.

On January 1, 2018, we adopted the guidance of Accounting Standards Codification 606 - Revenue from Contracts with Customers (“ASC 606”) using the full retrospective method. Accordingly, previously reported financial information has been restated to reflect the application of ASC 606 to the comparative 2017 periods presented. The retrospective adoption of ASC 606 increased our net income for the three and six months ended June 30, 2017 by $0.8 million (approximately $0.05 per diluted share) and $2.1 million (approximately $0.11 per diluted share), respectively. See Notes 3 and 4 of the Notes to Consolidated Financial Statements for additional discussion of our adoption of ASC 606.

The following table summarizes the significant reasons for the decrease in our income before income taxes between the three and six months ended June 30, 2018 and the comparable periods of 2017 (as adjusted):
 
Three months ended June 30, 2018
 
Six months ended June 30, 2018
 
(In millions)
Decrease in gross profit:
 
 
 
Applebee's franchise operations decrease
$
(15.1
)
 
$
(28.4
)
IHOP franchise operations increase
0.5

 
2.7

All other operations increase
0.2

 
0.5

Total gross profit decrease
(14.4
)
 
(25.2
)
Change in General and Administrative (“G&A”) expenses:
 
 
 
Decrease due to executive separation costs in 2017

 
8.8

Increase in all other G&A (net)
(1.4
)
 
(1.8
)
Total G&A (increase) decrease
(1.4
)
 
7.0

Decrease in closure charges
5.4

 
3.0

Decrease in gain on disposition of assets
(6.2
)
 
(4.9
)
Other
0.3

 
0.5

Decrease in income before income taxes
$
(16.3
)
 
$
(19.6
)

See “Consolidated Results of Operations - Comparison of the Three and Six Months ended June 30, 2018 and 2017” for discussion of the significant changes presented above.


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Table of Contents

Key Performance Indicators

In evaluating the performance of each restaurant concept, we consider the key performance indicators to be the system-wide sales percentage change, the percentage change in domestic system-wide same-restaurant sales (“domestic same-restaurant sales”), net franchise restaurant development and the change in effective franchise restaurants. Changes in both domestic same-restaurant sales and in the number of Applebee's and IHOP franchise restaurants will impact our system-wide retail sales that drive franchise royalty revenues. Restaurant development also impacts franchise revenues in the form of initial franchise fees and, in the case of IHOP restaurants, sales of proprietary pancake and waffle dry mix.
 
An overview of these key performance indicators for the three and six months ended June 30, 2018 is as follows:
 
Three months ended June 30, 2018
 
Six months ended June 30, 2018
 
Applebee's
 
IHOP
 
Applebee's
 
IHOP
Sales percentage increase
3.2
%
 
3.1
%
 
2.0
%
 
3.5
%
% increase in domestic same-restaurant sales
5.7
%
 
0.7
%
 
4.5
%
 
0.9
%
Net franchise restaurant (reduction) development (1)
(29
)
 
14

 
(53
)
 
19

Net (decrease) increase in effective franchise restaurants
(84
)
 
59

 
(83
)
 
61

________________________________________________

(1) Franchise and area license restaurant openings, net of closings

The Applebee's sales percentage increase for the three and six months ended June 30, 2018 was due to an increase in domestic same-restaurant sales that was partially offset by restaurant closures over the past 12 months. The IHOP sales percentage increase for the three and six months ended June 30, 2018 was due to net restaurant development over the past 12 months and an increase in domestic same-restaurant sales.

Domestic Same-Restaurant Sales
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Applebee’s domestic same-restaurant sales increased 5.7% for the three months ended June 30, 2018 from the same period in 2017. This was the largest increase for a quarterly period since we acquired Applebee's in 2007. The improvement resulted from a substantial increase in customer traffic as well as a small increase in average customer check. Applebee’s domestic same-restaurant sales increased 4.5% for the six months ended June 30, 2018 from the same period in 2017. This increase was also due to a substantial increase in customer traffic as well as a small increase in average customer check.

Based on data from Black Box Intelligence, a restaurant sales reporting firm (“Black Box”), Applebee's significantly outperformed the casual dining segment of the restaurant industry during both the three and six months ended June 30, 2018. During the three months ended June 30, 2018, the casual dining segment experienced a slight increase in same-restaurant sales due to an increase in average customer check that was largely offset by a decline in customer traffic. During the six months ended June 30, 2018, same-restaurant sales of the casual dining segment were essentially flat as an increase in average customer check was negated by a decline in customer traffic.

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Table of Contents


We believe Applebee's significant out-performance of the casual dining segment was due to a multi-faceted strategy we began implementing in the latter half of 2017 to address a two-year decline in Applebee's same-restaurant sales that started in the second half of 2015. The goal of that strategy was to redefine the Applebee's brand identity and culture and reconnect with our core customer base. Our recent marketing, culinary and operational initiatives appear to have resonated positively with our guests as customer traffic has increased in each of the past three quarters.

The Applebee's franchisees are making, and we have made, significant investments in national marketing. All domestic Applebee’s franchisees have entered into an amendment to their franchise agreement to increase their contribution to the Applebee’s National Advertising Fund (the “Applebee's NAF”), with virtually all agreeing to a 0.25% increase to 3.50% of their gross sales and a decrease to their minimum local promotional expenditures to 0.25% of their gross sales for the period from January 1, 2018 to December 31, 2019. Such franchisees have also agreed to an incremental temporary increase of 0.75% in the advertising contribution rate to 4.25% effective July 1, 2018 to December 31, 2019. We contributed $30 million to the Applebee's NAF during the first six months of 2018.
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IHOP’s domestic same-restaurant sales increased 0.7% for the three months ended June 30, 2018 from the same period in 2017. The improvement resulted from an increase in average customer check that was partially offset by a decline in customer traffic. IHOP customer traffic has declined for eleven consecutive quarters; however, the percentage decrease has been progressively smaller or flat in the three most recent fiscal quarters. IHOP’s domestic same-restaurant sales increased 0.9% for the six months ended June 30, 2018 from the same period in 2017; this increase was also due to an increase in average customer check that was partially offset by a decline in customer traffic.

Based on data from Black Box, the family dining segment of the restaurant industry experienced a decrease in same-restaurant sales during both the three and six months ended June 30, 2018, compared to the same periods of the prior year, in each case due to a decrease in customer traffic that was partially offset by an increase in average customer check. The IHOP decline in customer traffic was smaller than that experienced by the overall family dining segment for the three and six months ended June 30, 2018, while IHOP's increase in average customer check was smaller than that of the overall family dining segment for the same periods. We believe that IHOP's moderated increase in average customer check was in part responsible for its favorable performance in customer traffic and overall same-restaurant sales compared to the family dining segment.

Restaurant Data
 
The following table sets forth the number of “Effective Restaurants” in the Applebee’s and IHOP systems and information regarding the percentage change in sales at those restaurants compared to the same period of the prior year. Sales at restaurants that are owned by franchisees and area licensees are not attributable to the Company and, as such, the percentage change in sales at Effective Restaurants is based on non-GAAP sales data. However, we believe that presentation of this information is useful in analyzing our revenues because franchisees and area licensees pay us royalties and advertising fees that are based on a percentage of their sales, and, where applicable, rental payments under leases that partially may be based on a percentage of their sales. Management also uses this information to make decisions about plans for future development of additional restaurants as well as evaluation of current operations.

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Table of Contents

 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2018
 
2017
 
2018
 
2017
Applebee's Restaurant Data
 
(Unaudited)
Effective Restaurants(a)
 
 

 
 

 
 

 
 

Franchise
 
1,900

 
1,984

 
1,912

 
1,995

System-wide(b)
 
 

 
 

 
 

 
 

Domestic sales percentage change(c)
 
3.2
%
 
(7.5
)%
 
2.0
%
 
(8.1
)%
Domestic same-restaurant sales percentage change(d)
 
5.7
%
 
(6.2
)%
 
4.5
%
 
(7.0
)%
Average weekly domestic unit sales (in thousands)
 
$
47.6

 
$
44.2

 
$
47.6

 
$
44.7

 
 
 
 
 
 
 
 
 
IHOP Restaurant Data
 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
Effective Restaurants(a)
 
 

 
 

 
 

 
 

Franchise
 
1,627

 
1,565

 
1,623

 
1,559

Area license
 
163

 
166

 
163

 
166

Company
 

 
9

 

 
9

Total
 
1,790

 
1,740

 
1,786

 
1,734

 
 
 
 
 
 
 
 
 
System-wide(b)
 
 

 
 

 
 

 
 

Sales percentage change(c)
 
3.1
%
 
0.2
 %
 
3.5
%
 
0.2
 %
Domestic same-restaurant sales percentage change(d)
 
0.7
%
 
(2.6
)%
 
0.9
%
 
(2.1
)%
Franchise(b)
 
 

 
 

 
 

 
 

Sales percentage change(c)
 
3.7
%
 
0.5
 %
 
4.3
%
 
0.6
 %
Domestic same-restaurant sales percentage change(d)
 
0.7
%
 
(2.6
)%
 
0.9
%
 
(2.1
)%
Average weekly domestic unit sales (in thousands)
 
$
36.2

 
$
36.3

 
$
36.7

 
$
36.6

Area License(b)
 
 

 
 

 
 

 
 

Sales percentage change(c)
 
1.8
%
 
(1.4
)%
 
0.8
%
 
(2.6
)%
 
(a)   “Effective Restaurants” are the weighted average number of restaurants open in each fiscal period, adjusted to account for restaurants open for only a portion of the period. Information is presented for all Effective Restaurants in the Applebee’s and IHOP systems, which consist of restaurants owned by franchisees and area licensees as well as those owned by the Company.
 (b)   “System-wide sales” are retail sales at Applebee’s restaurants operated by franchisees and IHOP restaurants operated by franchisees and area licensees, as reported to the Company, in addition to retail sales at company-operated IHOP restaurants.  Sales at restaurants that are owned by franchisees and area licensees are not attributable to the Company. An increase in franchisees' reported sales will result in a corresponding increase in our royalty revenue, while a decrease in franchisees' reported sales will result in a corresponding decrease in our royalty revenue. Unaudited reported sales for Applebee's domestic franchise restaurants, IHOP franchise restaurants and IHOP area license restaurants were as follows:
 
Three months ended June 30,
 
Six months ended June 30,
 
2018
 
2017
 
2018
 
2017
Reported sales (in millions)
(Unaudited)
 
 

 
 

 
 
 
 
Applebee's domestic franchise restaurant sales
$
1,082.9

 
$
1,049.6

 
$
2,178.5

 
$
2,135.8

IHOP franchise restaurant sales
766.6

 
739.2

 
1,547.2

 
1,483.4

IHOP area license restaurant sales
70.4

 
69.2

 
142.8

 
141.7

Total
$
1,919.9

 
$
1,858.0

 
$
3,868.5

 
$
3,760.9

 
(c)   “Sales percentage change” reflects, for each category of restaurants, the percentage change in sales in any given fiscal period compared to the prior fiscal period for all restaurants in that category.
 
(d)   “Domestic same-restaurant sales percentage change” reflects the percentage change in sales in any given fiscal period, compared to the same weeks in the prior fiscal period, for domestic restaurants that have been operated throughout both fiscal periods that are being compared and have been open for at least 18 months. Because of new restaurant openings and restaurant closures, the domestic restaurants open throughout both fiscal periods being compared may be different from period to period. Domestic same-restaurant sales percentage change does not include data on IHOP area license restaurants.  

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Table of Contents

 Restaurant Development Activity
Three months ended June 30,
 
Six months ended June 30,
 
2018
 
2017
 
2018
 
2017
Applebee's
(Unaudited)
Beginning of period
1,912

 
1,998

 
1,936

 
2,016

 
 
 
 
 
 
 
 
Franchise restaurants opened:
 

 
 

 
 
 
 
Domestic
1

 
4

 
1

 
5

International
1

 
4

 
3

 
4

Total franchise restaurants opened
2

 
8

 
4

 
9

Franchise restaurants closed:
 

 
 

 
 
 
 
Domestic
(30
)
 
(33
)
 
(52
)
 
(52
)
International
(1
)
 
(5
)
 
(5
)
 
(5
)
Total franchise restaurants closed
(31
)
 
(38
)
 
(57
)
 
(57
)
Net franchise restaurant reduction
(29
)
 
(30
)
 
(53
)
 
(48
)
 
 
 
 
 
 
 
 
Total Applebee's restaurants, end of period
1,883

 
1,968

 
1,883

 
1,968

Domestic
1,731

 
1,811

 
1,731

 
1,811

International
152

 
157

 
152

 
157

IHOP
 

 
 

 
 
 
 
Summary - beginning of period:
 
 
 
 
 
 
 
Franchise
1,627

 
1,564

 
1,622

 
1,556

Area license
164

 
167

 
164

 
167

Company

 
10

 

 
10

Total IHOP restaurants, beginning of period
1,791

 
1,741

 
1,786