8-K
Dine Brands Global, Inc. (DIN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 1, 2023
Dine Brands Global, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-15283 | 95-3038279 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation or organization) | (Commission File No.) | (I.R.S. Employer<br> <br>Identification No.) |
| 450 North Brand Boulevard, Glendale, California | 91203-2306 | |
| (Address of principal executive offices) | (Zip Code) |
(818) 240-6055
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.01 Par Value | DIN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition
On March 1, 2023, Dine Brands Global, Inc., a Delaware corporation (the “Corporation”), issued a press release announcing its fourth quarter and fiscal 2022 financial results. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
The information contained in this Item 2.02, including the related information set forth in the press release attached hereto as Exhibit 99.1 and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Item 7.01 Regulation FD
The press release referenced in Item 2.02 of this Current Report on Form 8-K also includes information concerning the Corporation’s 2023 financial outlook. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
The information contained in this Item 7.01, including the related information set forth in the press release attached hereto as Exhibit 99.1 and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Press Release issued by the Corporation on March 1, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Date: March 1, 2023 | DINE BRANDS GLOBAL, INC. | |
|---|---|---|
| By: | /s/ Vance Y. Chang | |
| Vance Y. Chang | ||
| Chief Financial Officer |
EX-99.1
Exhibit 99.1
News Release
Investor Contact
Brett Levy
Vice President, Investor Relations
Dine Brands Global, Inc.
(818) 637-3632
Brett.Levy@dinebrands.com
Media Contact
Susan Nelson
Sr. Vice President, Global Communications
Dine Brands Global, Inc.
Susan.Nelson@dinebrands.com
DineBrands Global, Inc. Reports Fourth Quarter and Fiscal 2022 Results
Applebee’s^®^ andIHOP^®^ Positive Quarterly Comparable Sales Continued in Q4
Expanded into FastCasual Segment with Acquisition of Fuzzy’s Taco Shop^®^
Returned Over $151Million to Shareholders and Retired $40 Million of Long-Term Debt
GLENDALE, Calif., March 1, 2023 – Dine Brands Global, Inc. (NYSE: DIN), the parent company of Applebee’s Neighborhood Grill & Bar^®^, IHOP^®^ and Fuzzy’s Taco Shop^®^ restaurants, today announced financial results for the fourth quarter and fiscal 2022.
“The common denominator in the solid quarter and full-year results was the hard work of our entire team, from our franchisees to our creative and agile brand leaders,” said John Peyton, chief executive officer of Dine Brands Global, Inc. “Despite ongoing economic pressures and uncertainties, our value-oriented brands reliably continue to meet our customers’ needs and expectations. In tandem with supporting and investing in our brands, we have also taken actions to strengthen our business and create shareholder value, via the acquisition of Fuzzy’s Taco Shop and through the incremental and accretive retirement of our long-term debt and repurchase of shares.”
Vance Chang, chief financial officer, added, “We remain encouraged by the strength of our asset-light business model and even in the face of macro-challenges, we were able to achieve EBITDA above our guidance, return capital to shareholders and retire long-term debt under par.”
Domestic Restaurant Sales for the Fourth Quarter of 2022
| • | Applebee’s year-over-year comparable same-restaurant sales increased 1.7% for the fourth quarter of 2022. Off-premise sales accounted for 23.8% of sales mix, representing per restaurant average weekly sales of approximately $11,500. |
|---|---|
| • | IHOP’s year-over-year domestic comparable same-restaurant sales increased 2.0% for the fourth quarter of 2022. Off-premise sales accounted for 21.7% of sales mix, representing per restaurant average weekly sales of approximately $7,700. |
| --- | --- |
Fourth Quarter of 2022 Summary
| • | Total revenues for the fourth quarter of 2022 were $208.0 million compared to $229.6 million for the fourth<br>quarter of 2021. The decline was primarily due to the sale of the 69 company-operated Applebee’s units in October 2022, partially offset by the positive comparable same-restaurant sales growth at both brands. |
|---|---|
| • | Consolidated adjusted EBITDA for the fourth quarter of 2022 was $57.0 million, below the $60.1 million for the<br>fourth quarter of 2021. The decrease was primarily due to lower company restaurants’ segment profits. (See “Non-GAAP Financial Measures” and reconciliation of GAAP net income to consolidated<br>adjusted EBITDA.) |
| --- | --- |
| • | General and Administrative (“G&A”) expenses for the fourth quarter of 2022 were $58.8 million compared<br>to $48.9 million for the fourth quarter of 2021. The variance was primarily due to continued strategic growth investments, including the acquisition of Fuzzy’s Taco Shop and other non-recurring<br>costs, as well as a return to normalized operations. |
| --- | --- |
| • | GAAP earnings per diluted share of $0.72 for the fourth quarter of 2022 compared to earnings per diluted share of $1.14 for<br>the fourth quarter of 2021. The variance was primarily due to higher G&A expenses including acquisition-related charges and lower contribution from company-operated units, partially offset by lower share count and a gain on debt extinguishment.<br> |
| --- | --- |
| • | Adjusted earnings per diluted share of $1.34 for the fourth quarter of 2022 compared to adjusted earnings per diluted share<br>of $1.32 for the fourth quarter of 2021. The increase was primarily due to lower share count and one-time tax adjustments partially offset by higher G&A costs. (See<br>“Non-GAAP Financial Measures” and reconciliation of GAAP earnings per diluted share to adjusted earnings per diluted share.) |
| --- | --- |
| • | Development activity by Applebee’s and IHOP franchisees for the fourth quarter of 2022 resulted in the opening of 32<br>new restaurants and the closure of 9 restaurants. |
| --- | --- |
2022 Summary
| • | Total 2022 revenues were $909.4 million compared to $896.2 million for the prior year. The increase was primarily<br>due to strong comparable same restaurant sales growth at both brands and the net addition of new units, partially offset by the sale of the 69 company-operated Applebee’s units in Q4. |
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| • | Consolidated adjusted 2022 EBITDA was $251.9 million, which compared to $253.3 million for 2021. The decrease was<br>primarily due to lower company restaurants’ segment profits, partially offset by a higher franchise segment contribution. (See “Non-GAAP Financial Measures” and reconciliation of GAAP net income<br>to consolidated adjusted EBITDA.) |
|---|---|
| • | G&A expenses for 2022 were $190.7 million compared to $171.8 million for 2021. The variance was primarily due<br>to continued strategic growth investments resulting in a higher level of professional services including the acquisition of Fuzzy’s Taco Shop and other non-recurring costs. These higher costs also were<br>related to a return to normalized operations. |
| --- | --- |
| • | GAAP earnings per diluted share of $4.96 for 2022 compared to earnings per diluted share of $5.66 for 2021. The variance<br>was primarily due to higher G&A expenses and higher income tax expense, partially offset by lower share count, an increase in gross profit and a favorable swing in gain/loss on disposals of assets. |
| --- | --- |
| • | Adjusted earnings per diluted share of $6.20 for 2022 compared to adjusted earnings per diluted share of $6.54 for 2021.<br>The variance was primarily due to an increase in G&A expenses and higher income tax expense, partially offset by lower share count and an increase in gross profit. (See “Non-GAAP Financial<br>Measures” and reconciliation of GAAP earnings per diluted share to adjusted earnings per diluted share.) |
| --- | --- |
| • | Cash flows provided by operating activities for 2022 were $89.3 million. This compares to cash provided by operating<br>activities of $195.8 million for 2021. The decline was primarily due to the change in working capital, resulting from payments related to higher incentive compensation earned in 2021, but paid in the first quarter of 2022, and the timing of<br>marketing and other disbursements. Working capital for fiscal 2021 also benefitted from the one-time collection of franchisee deferrals, which did not recur in 2022. |
| --- | --- |
| • | The Company had adjusted free cash flow of $64.6 million for 2022. This compares to adjusted free cash flow of<br>$191.0 million for 2021. (See “Non-GAAP Financial Measures” and reconciliation of the Company’s cash provided by operating activities to adjusted free cash flow.) |
| --- | --- |
| • | Development activity by Applebee’s and IHOP franchisees for 2022 resulted in the opening of 67 new restaurants and the<br>closure of 39 restaurants. |
| --- | --- |
Key Balance Sheet Metrics (as of December 31, 2022)
| • | Total cash, cash equivalents and restricted cash of $325.0 million, of which $269.7 million was unrestricted<br>cash. |
|---|---|
| • | Leverage ratio of 4.4x compared to 4.3x as of September 30, 2022. |
| --- | --- |
| • | Debt service coverage ratio was 4.1x compared to 4.2x as of September 30, 2022. |
| --- | --- |
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| • | Capacity under the revolving credit facility of $221.6 million available, with a $100 million draw down in August<br>2022 and $3.4 million pledged. |
|---|
GAAP Effective Tax Rate
The 2022 effective tax rate of 29.3% applied to pretax book income was different than the statutory Federal income tax rate of 21% due to the state and local income taxes and the non-deductibility of executive compensation. The effective tax rate further increased due to the increase in the effective state tax rate applied to revaluating deferred tax balances. The increase in the effective state tax rate was due to the non-recurring refranchising of 69 Applebee’s company-operated restaurants in the fourth quarter of 2022 and various state legislative changes.
Capital Returns to Debt and Equity Holders
The Company repurchased $120 million of its common stock in 2022.
During December, the Company retired $40 million of its long-term debt, leaving a balance of $653 million of debt outstanding in the Class A-2-I tranche.
On February 16, 2023, the Company’s Board of Directors authorized a debt repurchase program of up to $100 million.
On February 21, 2023, it was announced the Company’s Board of Directors declared and approved a quarterly cash dividend of $0.51 per share of common stock. The dividend will be paid on March 31, 2023, to the Company’s stockholders of record at the close of business on March 20, 2023.
Financial Performance Guidance for 2023
The Company introduced its fiscal 2023 guidance items:
| • | Domestic development activity by Applebee’s franchisees of between 10 and 20 net fewer restaurants.<br> |
|---|---|
| • | Domestic development activity by IHOP franchisees and area licensees is now expected to be between 45 and 60 net new<br>openings. |
| --- | --- |
| • | Consolidated adjusted EBITDA is expected in the range of between approximately $243 million and $255 million.<br> |
| --- | --- |
| • | G&A expenses are expected to range between approximately $200 million and $210 million, due to some of our<br>planned 2022 G&A investments extended into 2023 given the disruptions caused by the pandemic last year and other organic investments, including Fuzzy’s. This range includes non-cash stock-based<br>compensation expense and depreciation of approximately $30 million. |
| --- | --- |
| • | Gross capital expenditures are expected to range between $33 million and $38 million. |
| --- | --- |
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Fourth Quarter of 2022 Earnings Conference Call Details
Dine Brands will host a conference call to discuss its results on March 1, 2023 at 9:00 a.m. Eastern time. To access the call, please click this conference call registration link, and you will be provided with dial in details. A live webcast of the call, along with a replay will be available for a limited time at https://investors.dinebrands.com/.
Participants should allow approximately ten minutes prior to the call’s start time to visit the site and download any streaming media software needed to listen to the webcast. An online archive of the webcast will also be available on Events and Presentations under the Investors section of the Company’s website.
About Dine Brands Global, Inc.
Based in Glendale, California, Dine Brands Global, Inc. (NYSE: DIN), its subsidiaries and franchisees support and operate restaurants under the Applebee’s Neighborhood Grill + Bar^®^, IHOP^®^ and Fuzzy’s Taco Shop^®^ brands. As of December 31, 2022, these three brands consisted of over 3,500 restaurants, across 17 international markets, and were operated by 387 franchisees. Dine Brands is one of the largest full-service restaurant companies in the world and in 2022 expanded into the Fast Casual segment. For more information on Dine Brands, visit the Company’s website located at www.dinebrands.com.
Forward-Looking Statements
Statements contained in this press release 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. 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. 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. These factors include, but are not limited to: uncertainty regarding the duration and severity of the ongoing COVID-19 pandemic and its ultimate impact on the Company; the effectiveness of related containment measures; general economic conditions, including the impact of inflation; 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, pandemics, epidemics, or other
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serious 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; and other factors discussed from time to time in the Corporation’s Annual and Quarterly Reports on Forms 10-K and 10-Q and in the Corporation’s other filings with the Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date hereof and the Corporation does not intend to, nor does it assume any obligation to, update or supplement any forward-looking statements after the date hereof to reflect actual results or future events or circumstances.
Non-GAAP Financial Measures
This press release includes references to the Company’s non-GAAP financial measure “adjusted net income available to common stockholders”, “adjusted earnings per diluted share (Adjusted EPS)”, “Adjusted EBITDA” and “Adjusted free cash flow.” Adjusted EPS is computed for a given period by deducting from net income or loss available to common stockholders for such period the effect of any closure and impairment charges, any gain or loss related to debt extinguishment, any intangible asset amortization, any non-cash interest expense, any gain or loss related to the disposition of assets, any merger and acquisition costs and other items deemed not reflective of current operations. This is presented on an aggregate basis and a per share (diluted) basis. Adjusted EBITDA is computed for a given period by deducting from net income or loss for such period the effect of any closure and impairment charges, any interest charges, any income tax provision or benefit, any non-cash stock-based compensation, any depreciation and amortization, any gain or loss related to the disposition of assets, any merger and acquisition costs and other items deemed not reflective of current operations. “Adjusted free cash flow” for a given period is defined as cash provided by operating activities, plus receipts from notes and equipment contracts receivable, less capital expenditures. Management may use certain of these non-GAAP financial measures along with the corresponding U.S. GAAP measures to evaluate the performance of the business and to make certain business decisions. Management uses adjusted free cash flow in its periodic assessments of, among other things, the amount of cash dividends per share of common stock and repurchases of common stock and we believe it is important for investors to have the same measure used by management for that purpose. Adjusted free cash flow does not represent residual cash flow available for discretionary purposes. Additionally, adjusted EPS is one of the metrics used in determining payouts under the Company’s annual cash incentive plan. Management believes that these non-GAAP financial measures provide additional meaningful information that should be considered when assessing the business and the Company’s performance compared to prior periods and the marketplace. Adjusted EPS and adjusted free cash flow are supplemental non-GAAP financial measures and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S. GAAP.
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Dine Brands Global, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (Unaudited) | ||||||||||||
| Revenues: | ||||||||||||
| Franchise revenues: | ||||||||||||
| Royalties, franchise fees and other | $ | 95,398 | $ | 92,008 | $ | 373,110 | $ | 357,146 | ||||
| Advertising revenues | 72,642 | 70,872 | 289,328 | 274,790 | ||||||||
| Total franchise revenues | 168,040 | 162,880 | 662,438 | 631,936 | ||||||||
| Company restaurant sales | 9,694 | 36,582 | 126,869 | 146,000 | ||||||||
| Rental revenues | 29,411 | 29,136 | 116,491 | 113,933 | ||||||||
| Financing revenues | 820 | 1,032 | 3,604 | 4,298 | ||||||||
| Total revenues | 207,965 | 229,630 | 909,402 | 896,167 | ||||||||
| Cost of revenues: | ||||||||||||
| Franchise expenses: | ||||||||||||
| Advertising expenses | 70,377 | 68,385 | 287,063 | 272,303 | ||||||||
| Bad debt expense (credit) | 784 | (682 | ) | 261 | (4,928 | ) | ||||||
| Other franchise expenses | 10,182 | 8,315 | 34,584 | 28,512 | ||||||||
| Total franchise expenses | 81,343 | 76,018 | 321,908 | 295,887 | ||||||||
| Company restaurant expenses | 9,920 | 35,238 | 121,722 | 136,748 | ||||||||
| Rental expenses: | ||||||||||||
| Interest expense from finance leases | 708 | 769 | 2,962 | 3,446 | ||||||||
| Other rental expenses | 21,313 | 21,038 | 85,033 | 84,397 | ||||||||
| Total rental expenses | 22,021 | 21,807 | 87,995 | 87,843 | ||||||||
| Financing expenses | 102 | 108 | 419 | 464 | ||||||||
| Total cost of revenues | 113,386 | 133,171 | 532,044 | 520,942 | ||||||||
| Gross profit | 94,579 | 96,459 | 377,358 | 375,225 | ||||||||
| General and administrative expenses | 58,800 | 48,947 | 190,746 | 171,838 | ||||||||
| Interest expense, net | 13,389 | 15,375 | 60,742 | 63,331 | ||||||||
| Closure and impairment charges | (31 | ) | 385 | 3,062 | 5,409 | |||||||
| Amortization of intangible assets | 2,565 | 2,664 | 10,559 | 10,679 | ||||||||
| Loss (gain) on disposition of assets | 496 | 609 | (2,536 | ) | 2,045 | |||||||
| Income before income taxes | 19,360 | 28,479 | 114,785 | 121,923 | ||||||||
| Income tax provision | (8,009 | ) | (8,691 | ) | (33,674 | ) | (24,059 | ) | ||||
| Net income | $ | 11,351 | $ | 19,788 | $ | 81,111 | $ | 97,864 | ||||
| Net income available to common stockholders: | ||||||||||||
| Net income | $ | 11,351 | $ | 19,788 | $ | 81,111 | $ | 97,864 | ||||
| Less: Net income allocated to unvested participating restricted stock | (311 | ) | (409 | ) | (2,174 | ) | (2,295 | ) | ||||
| Net income available to common stockholders | $ | 11,040 | $ | 19,379 | $ | 78,937 | $ | 95,569 | ||||
| Net income available to common stockholders per share: | ||||||||||||
| Basic | $ | 0.72 | $ | 1.14 | $ | 4.97 | $ | 5.69 | ||||
| Diluted | $ | 0.72 | $ | 1.14 | $ | 4.96 | $ | 5.66 | ||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 15,344 | 16,941 | 15,873 | 16,799 | ||||||||
| Diluted | 15,370 | 16,991 | 15,901 | 16,890 | ||||||||
| Dividends declared per common share | $ | 0.51 | $ | 0.40 | $ | 1.99 | $ | 0.40 | ||||
| Dividends paid per common share | $ | — | $ | — | $ | 1.88 | $ | — |
Dine Brands Global, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
| December 31, 2021 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 269,655 | $ | 361,412 | ||
| Receivables, net of allowance of 4,806 (2022) and 4,959 (2021) | 119,981 | 119,968 | |||
| Restricted cash | 38,929 | 47,541 | |||
| Prepaid gift card costs | 30,235 | 28,175 | |||
| Prepaid income taxes | 3,063 | 10,529 | |||
| Other current assets | 17,901 | 6,728 | |||
| Total current assets | 479,764 | 574,353 | |||
| Other intangible assets, net | 597,028 | 539,390 | |||
| Operating lease<br>right-of-use assets | 289,123 | 335,428 | |||
| Goodwill | 253,956 | 251,628 | |||
| Property and equipment, net | 145,277 | 179,411 | |||
| Deferred rent receivable | 42,329 | 50,257 | |||
| Long-term receivables, net of allowance of 5,529 (2022) and 6,897 (2021) | 39,697 | 42,493 | |||
| Non-current restricted cash | 16,400 | 16,400 | |||
| Other non-current assets, net | 17,917 | 10,006 | |||
| Total assets | 1,881,491 | $ | 1,999,366 | ||
| Liabilities and Stockholders’ Deficit | |||||
| Current liabilities: | |||||
| Current maturities of long-term debt | 100,000 | $ | — | ||
| Accounts payable | 52,067 | 55,956 | |||
| Gift card liability | 171,966 | 165,530 | |||
| Current maturities of operating lease obligations | 59,071 | 72,079 | |||
| Current maturities of finance lease and financing obligations | 7,542 | 10,693 | |||
| Accrued employee compensation and benefits | 23,456 | 40,785 | |||
| Accrued advertising | 24,157 | 33,752 | |||
| Dividends payable | 8,017 | 6,919 | |||
| Other accrued expenses | 24,446 | 25,016 | |||
| Total current liabilities | 470,722 | 410,730 | |||
| Long-term debt, net, less current maturities | 1,241,914 | 1,279,623 | |||
| Operating lease obligations, less current maturities | 275,120 | 320,848 | |||
| Finance lease obligations, less current maturities | 30,377 | 59,625 | |||
| Financing obligations, less current maturities | 28,358 | 31,967 | |||
| Deferred income taxes, net | 74,651 | 76,228 | |||
| Deferred franchise revenue, long-term | 42,343 | 46,100 | |||
| Other non-current liabilities | 19,090 | 17,052 | |||
| Total liabilities | 2,182,575 | 2,242,173 | |||
| Commitments and contingencies | |||||
| Stockholders’ deficit: | |||||
| Preferred stock, 1 par value, 10,000,000 shares authorized, no shares issued and<br>outstanding | — | — | |||
| Common stock, 0.01 par value; shares: 40,000,000 authorized; 2022<br>-24,959,972 issued, 15,599,239 outstanding; 2021 - 24,992,275 issued, 17,163,946 outstanding | 250 | 250 | |||
| Additional<br>paid-in-capital | 259,339 | 256,189 | |||
| Retained earnings | 84,538 | 35,415 | |||
| Accumulated other comprehensive loss | (65 | ) | (59 | ) | |
| Treasury stock, at cost; shares: 2022 - 9,360,733; 2021 - 7,828,329 | (645,146 | ) | (534,602 | ) | |
| Total stockholders’ deficit | (301,084 | ) | (242,807 | ) | |
| Total liabilities and stockholders’ deficit | 1,881,491 | $ | 1,999,366 |
All values are in US Dollars.
Dine Brands Global, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
| Twelve Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2022 | 2021 | |||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 81,111 | $ | 97,864 | ||
| Adjustments to reconcile net income to cash flows provided by operating activities: | ||||||
| Depreciation and amortization | 37,952 | 39,885 | ||||
| Non-cash stock-based compensation expense | 16,131 | 11,577 | ||||
| Non-cash closure and impairment charges | 2,927 | 5,324 | ||||
| Non-cash interest expense | 3,016 | 2,852 | ||||
| Deferred income taxes | (1,071 | ) | (2,065 | ) | ||
| Deferred revenue | (4,474 | ) | (6,573 | ) | ||
| (Gain) loss on disposition of assets | (2,536 | ) | 2,041 | |||
| Other | (5,160 | ) | (1,593 | ) | ||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable, net | (2,574 | ) | 7,301 | |||
| Deferred rent receivable | 7,928 | 6,192 | ||||
| Current income tax receivables and payables | 8,326 | (3,837 | ) | |||
| Gift card receivables and payables | 2,783 | 14,759 | ||||
| Other current assets | (12,706 | ) | (629 | ) | ||
| Accounts payable | (3,665 | ) | 13,131 | |||
| Operating lease assets and liabilities | (11,823 | ) | (18,212 | ) | ||
| Accrued employee compensation and benefits | (16,264 | ) | 19,714 | |||
| Accrued advertising expenses | (10,020 | ) | 12,111 | |||
| Other current liabilities | (545 | ) | (4,007 | ) | ||
| Cash flows provided by operating activities | 89,336 | 195,835 | ||||
| Cash flows from investing activities: | ||||||
| Principal receipts from notes, equipment contracts and other long-term receivables | 17,057 | 20,230 | ||||
| Net additions to property and equipment | (35,318 | ) | (16,849 | ) | ||
| Proceeds from sale of property and equipment | 17,028 | 946 | ||||
| Additions to long-term receivables | (1,069 | ) | — | |||
| Acquisition of business, net of cash acquired | (78,264 | ) | — | |||
| Other | (338 | ) | (466 | ) | ||
| Cash flows (used in) provided by investing activities | (80,904 | ) | 3,861 | |||
| Cash flows from financing activities: | ||||||
| Repayment of long-term debt | (38,768 | ) | (9,750 | ) | ||
| Borrowing from revolving credit facility | 100,000 | — | ||||
| Repayment of revolving credit facility | — | (220,000 | ) | |||
| Payment of debt issuance costs | (6,289 | ) | — | |||
| Dividends paid on common stock | (30,765 | ) | — | |||
| Repurchase of common stock | (120,452 | ) | (4,191 | ) | ||
| Principal payments on finance lease obligations | (8,946 | ) | (10,238 | ) | ||
| Proceeds from stock options exercised | 241 | 25,337 | ||||
| Repurchase of restricted stock for tax payments upon vesting | (2,867 | ) | (1,771 | ) | ||
| Tax payments for share settlement of restricted stock units | (955 | ) | (9,783 | ) | ||
| Cash flows used in financing activities | (108,801 | ) | (230,396 | ) | ||
| Net change in cash, cash equivalents and restricted cash | (100,369 | ) | (30,700 | ) | ||
| Cash, cash equivalents and restricted cash at beginning of period | 425,353 | 456,053 | ||||
| Cash, cash equivalents and restricted cash at end of period | $ | 324,984 | $ | 425,353 |
Dine Brands Global, Inc. and Subsidiaries
Non-GAAP Financial Measures
(In thousands, except per share amounts)
(Unaudited)
Reconciliation of net income available to common stockholders to net income available to common stockholders, as adjusted for the following items: Closure and impairment charges; Amortization of intangible assets; Non-cash interest expense; Gain or loss on disposition of assets; Gain or loss on extinguishment of debt; Merger and acquisition costs; other EBITDA adjustments; and the combined tax effect of the preceding adjustments, as well as related per share data:
| Three Months Ended | Twelve Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net income available to common stockholders | $ | 11,040 | $ | 19,379 | $ | 78,937 | $ | 95,569 | ||||
| Closure and impairment charges | (31 | ) | 385 | 3,062 | 5,409 | |||||||
| Amortization of intangible assets | 2,565 | 2,664 | 10,559 | 10,679 | ||||||||
| Non-cash interest expense | 1,016 | 706 | 3,226 | 2,818 | ||||||||
| Loss (gain) on disposition of assets | 496 | 609 | (2,536 | ) | 2,045 | |||||||
| (Gain) loss on extinguishment of debt | (1,371 | ) | — | (210 | ) | 34 | ||||||
| Merger and acquisition costs | 5,052 | — | 6,027 | — | ||||||||
| Other EBITDA adjustments | 1,755 | — | 3,268 | — | ||||||||
| Net income tax provision for above adjustments | (2,465 | ) | (1,178 | ) | (6,083 | ) | (5,666 | ) | ||||
| Income tax adjustment | 2,833 | — | 2,833 | |||||||||
| Net income allocated to unvested participating restricted stock | (272 | ) | (68 | ) | (538 | ) | (363 | ) | ||||
| Net income available to common stockholders, as adjusted | $ | 20,618 | **** | $ | 22,497 | **** | $ | 98,545 | **** | $ | 110,525 | **** |
| Diluted net income available to common stockholders per share: | ||||||||||||
| Net income available to common stockholders per share: | $ | 0.72 | $ | 1.14 | $ | 4.96 | $ | 5.66 | ||||
| Closure and impairment charges | (0.00 | ) | 0.02 | 0.14 | 0.23 | |||||||
| Amortization of intangible assets | 0.12 | 0.11 | 0.49 | 0.46 | ||||||||
| Non-cash interest expense | 0.05 | 0.03 | 0.15 | 0.12 | ||||||||
| Loss (gain) on disposition of assets | 0.02 | 0.03 | (0.12 | ) | 0.09 | |||||||
| (Gain) loss on extinguishment of debt | (0.07 | ) | — | (0.01 | ) | — | ||||||
| Merger and acquisition costs | 0.24 | 0.28 | ||||||||||
| Other EBITDA adjustments | 0.08 | — | 0.15 | — | ||||||||
| Net income tax provision for above adjustments | 0.18 | — | 0.18 | — | ||||||||
| Net income allocated to unvested participating restricted stock | (0.02 | ) | (0.00 | ) | (0.03 | ) | (0.02 | ) | ||||
| Rounding | 0.02 | (0.01 | ) | 0.01 | — | |||||||
| Diluted net income available to common stockholders per share, as adjusted | $ | 1.34 | **** | $ | 1.32 | **** | $ | 6.20 | **** | $ | 6.54 | **** |
| Numerator for basic EPS - net income available to common stockholders, as adjusted | $ | 20,618 | $ | 22,497 | $ | 98,545 | $ | 110,525 | ||||
| Effect of unvested participating restricted stock using the<br>two-class method | — | 1 | 1 | 15 | ||||||||
| Numerator for diluted EPS - net income available to common stockholders, asadjusted | $ | 20,618 | **** | $ | 22,498 | **** | $ | 98,546 | **** | $ | 110,540 | **** |
| Denominator for basic EPS - weighted-average shares | 15,344 | 16,941 | 15,873 | 16,799 | ||||||||
| Dilutive effect of stock options | 26 | 50 | 28 | 91 | ||||||||
| Denominator for diluted EPS - weighted-average shares | 15,370 | 16,991 | 15,901 | 16,890 |
Dine Brands Global, Inc. and Subsidiaries
Non-GAAP Financial Measures
(Unaudited)
Reconciliation of the Company’s cash flows provided by operating activities to “adjusted free cash flow” (cash flows provided by operating activities, plus receipts from notes and equipment contracts receivable, less additions to property and equipment). Management uses this liquidity measure in its periodic assessments of, among other things, the amount of cash dividends per share of common stock and repurchases of common stock. We believe it is important for investors to have the same measure used by management for that purpose. Adjusted free cash flow does not represent residual cash flow available for discretionary purposes.
| Twelve Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2022 | 2021 | |||||
| (In millions) | ||||||
| Cash flows provided by operating activities | $ | 89.3 | $ | 195.8 | ||
| Receipts from notes and equipment contracts receivable | 10.6 | 12.0 | ||||
| Net additions to property and equipment | (35.3 | ) | (16.8 | ) | ||
| Adjusted free cash flow | **** | 64.6 | **** | **** | 191.0 | **** |
| Dividends paid on common stock | (30.8 | ) | — | |||
| Repurchase of common stock | (120.5 | ) | (4.2 | ) | ||
| $ | (86.7 | ) | $ | 186.8 |
Dine Brands Global, Inc. and Subsidiaries
Non-GAAP Financial Measures
(in thousands)
(Unaudited)
Reconciliation of the Company’s net income to “adjusted EBITDA.” The Company defines adjusted EBITDA as net income or loss, adjusted for the effect of closure and impairment charges, interest charges, income tax provision or benefit, depreciation and amortization, non-cash stock-based compensation, gain or loss on disposition of assets, merger and acquisition costs, other non-income based taxes and other items deemed not reflective of current operations. Management may use certain non-GAAP measures along with the corresponding U.S. GAAP measures to evaluate the performance of the Company and to make certain business decisions.
| Three Months Ended | Twelve Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||
| Net income, as reported | $ | 11,351 | $ | 19,788 | $ | 81,111 | $ | 97,864 | ||
| Closure and impairment charges | (31 | ) | 385 | 3,062 | 5,409 | |||||
| Interest charges on finance leases | 849 | 1,246 | 4,519 | 5,397 | ||||||
| All other interest charges | 17,813 | 16,362 | 67,713 | 66,454 | ||||||
| Income tax provision | 8,009 | 8,691 | 33,674 | 24,059 | ||||||
| Depreciation and amortization | 9,073 | 9,882 | 37,918 | 39,851 | ||||||
| Non-cash stock-based compensation | 4,003 | 3,006 | 16,131 | 11,580 | ||||||
| (Gain) loss on extinguishment of debt | (1,371 | ) | 17 | (210 | ) | 34 | ||||
| Loss (gain) on disposition of assets | 496 | 609 | (2,536 | ) | 2,045 | |||||
| Merger and acquisition costs | 5,052 | — | 6,027 | — | ||||||
| Other | 1,756 | 113 | 4,463 | 567 | ||||||
| Adjusted EBITDA | $ | 57,000 | $ | 60,099 | $ | 251,872 | $ | 253,260 |
Dine Brands Global, Inc. and Subsidiaries
Restaurant Data
(Unaudited)
The following table sets forth, for the three and twelve months ended December 31, 2022 and 2021, 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 periods in the prior year and, as such, the percentage change in sales at Effective Restaurants is based on non-GAAP sales data. Sales at restaurants that are owned by franchisees and area licensees are not attributable to the Company. 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 generally 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 future plans for the development of additional restaurants as well as evaluation of current operations.
| Three Months Ended | Twelve Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Applebee’s | ||||||||||||
| Global EffectiveRestaurants^(a)^ | ||||||||||||
| Franchise | 1,657 | 1,614 | 1,617 | 1,621 | ||||||||
| Company | 16 | 69 | 56 | 69 | ||||||||
| Total | 1,673 | 1,683 | 1,673 | 1,690 | ||||||||
| System-wide^(b)^ | ||||||||||||
| Domestic sales percentage change^(c)^ | 1.0 | % | 23.4 | % | 4.7 | % | 34.4 | % | ||||
| Domestic same-restaurant sales percentage<br>change^(d)^ | 1.7 | % | 34.8 | % | 5.1 | % | 38.2 | % | ||||
| Franchise^(b)^ | ||||||||||||
| Domestic sales percentage<br>change^(c)(e)^ | 3.7 | % | 23.8 | % | 5.3 | % | 34.4 | % | ||||
| Domestic same-restaurant sales percentage<br>change^(d)^ | 1.7 | % | 35.3 | % | 5.1 | % | 38.2 | % | ||||
| Average weekly domestic unit sales (in thousands) | $ | 52.5 | $ | 51.9 | $ | 53.7 | $ | 50.9 | ||||
| IHOP | ||||||||||||
| Global EffectiveRestaurants^(a)^ | ||||||||||||
| Franchise | 1,610 | 1,581 | 1,597 | 1,571 | ||||||||
| Area license | 156 | 156 | 156 | 156 | ||||||||
| Total | 1,766 | 1,737 | 1,753 | 1,727 | ||||||||
| System-wide^(b)^ | ||||||||||||
| Sales percentage change^(c)^ | 3.9 | % | 30.8 | % | 7.7 | % | 38.5 | % | ||||
| Domestic same-restaurant sales percentage change, including area license restaurants^(d)^ | 2.0 | % | 39.2 | % | 5.8 | % | 40.2 | % | ||||
| Franchise^(b)^ | ||||||||||||
| Sales percentage change^(c)^ | 3.7 | % | 31.0 | % | 7.7 | % | 38.1 | % | ||||
| Domestic same-restaurant sales percentage<br>change^(d)^ | 1.6 | % | 40.3 | % | 5.7 | % | 39.7 | % | ||||
| Average weekly unit sales (in thousands) | $ | 38.2 | $ | 37.5 | $ | 37.0 | $ | 34.9 | ||||
| Area License ^(b)^ | ||||||||||||
| Sales percentage change^(c)^ | 6.5 | % | 27.9 | % | 7.9 | % | 42.4 | % |
Dine Brands Global, Inc. and Subsidiaries
Restaurant Data
(Unaudited)
| (a) | “Global Effective Restaurants” are the weighted average number of restaurants open in a given fiscal<br>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 includes restaurants owned by franchisees and area licensees as<br>well as those owned by the Company. Effective Restaurants do not include units operated as ghost kitchens (small kitchens with no store-front presence, used to fill off-premise orders). | |||||||
|---|---|---|---|---|---|---|---|---|
| (b) | “System-wide” sales are retail sales at domestic Applebee’s restaurants operated by franchisees<br>and IHOP restaurants operated by franchisees and area licensees, as reported to the Company, in addition to retail sales at company-operated restaurants. System-wide sales do not include retail sales of ghost kitchens. Sales at restaurants<br>that are owned by franchisees and area licensees are not attributable to the Company. An increase or decrease in franchisees’ reported sales will result in a corresponding increase or decrease in our royalty revenue. Unaudited reported sales<br>for Applebee’s domestic franchise restaurants, Applebee’s company-operated restaurants, IHOP franchise restaurants and IHOP area license restaurants for the three and twelve months ended December 31, 2022 and 2021 were as follows:<br> | |||||||
| --- | --- | |||||||
| Three Months Ended | Twelve Months Ended | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, | December 31, | |||||||
| 2022 | 2021 | 2022 | 2021 | |||||
| (In millions) | ||||||||
| Reported sales | ||||||||
| Applebee’s domestic franchise restaurant sales | $ | 1,059.1 | $ | 1,020.9 | $ | 4,235.3 | $ | 4,021.7 |
| Applebee’s company-operated restaurants | 9.5 | 36.6 | 126.7 | 146.0 | ||||
| IHOP franchise restaurant sales | 799.7 | 771.1 | 3,070.0 | 2,850.3 | ||||
| IHOP area license restaurant sales | 73.4 | 68.9 | 292.7 | 271.3 | ||||
| Total | $ | 1,941.7 | $ | 1,897.5 | $ | 7,724.7 | $ | 7,289.3 |
| (c) | “Sales percentage change” reflects, for each category of restaurants, the percentage change in sales<br>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<br>given fiscal period, compared to the same weeks in the prior year for domestic restaurants that have been operated during both fiscal periods that are being compared and have been open for at least 18 months. Because of new unit openings and<br>restaurant closures, the domestic restaurants open during both fiscal periods being compared may be different from period to period. | |||||||
| --- | --- | |||||||
| (e) | The Applebee’s franchise sales percentage change for 2019 was impacted by the acquisition of 69 franchise<br>restaurants in December 2018 now reported as company-operated. | |||||||
| --- | --- |
Dine Brands Global, Inc. and Subsidiaries
Restaurant Data
(Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Applebee’s Restaurant Development Activity | ||||||||||||
| Summary - beginning of period: | ||||||||||||
| Franchise | 1,601 | 1,620 | 1,611 | 1,640 | ||||||||
| Company | 69 | 69 | 69 | 69 | ||||||||
| Total Applebee’s restaurants, beginning of period | **** | 1,670 | **** | **** | 1,689 | **** | **** | 1,680 | **** | **** | 1,709 | **** |
| Franchise restaurants opened: | ||||||||||||
| Domestic | 2 | 1 | 4 | 5 | ||||||||
| International | 11 | — | 12 | 1 | ||||||||
| Total franchise restaurants opened | 13 | 1 | 16 | 6 | ||||||||
| Franchise restaurants closed: | ||||||||||||
| Domestic | (4 | ) | (10 | ) | (13 | ) | (25 | ) | ||||
| International | (1 | ) | — | (5 | ) | (10 | ) | |||||
| Total franchise restaurants closed | (5 | ) | (10 | ) | (18 | ) | (35 | ) | ||||
| Net franchise restaurant development (reduction) | **** | 8 | **** | **** | (9 | ) | **** | (2 | ) | **** | (29 | ) |
| Refranchised from Company restaurants | 69 | — | 69 | — | ||||||||
| Net franchise restaurant additions (reductions) | **** | 77 | **** | **** | (9 | ) | **** | 67 | **** | **** | (29 | ) |
| Summary - end of period: | ||||||||||||
| Franchise | 1,678 | 1,611 | 1,678 | 1,611 | ||||||||
| Company | — | 69 | — | 69 | ||||||||
| Total Applebee’s restaurants, end of period | **** | 1,678 | **** | **** | 1,680 | **** | **** | 1,678 | **** | **** | 1,680 | **** |
| Domestic | 1,569 | 1,578 | 1,569 | 1,578 | ||||||||
| International | 109 | 102 | 109 | 102 | ||||||||
| IHOP Restaurant Development Activity | ||||||||||||
| Summary - beginning of period: | ||||||||||||
| Franchise | 1,610 | 1,591 | 1,595 | 1,611 | ||||||||
| Area license | 156 | 156 | 156 | 158 | ||||||||
| Company | — | 3 | — | 3 | ||||||||
| Total IHOP restaurants, beginning of period | **** | 1,766 | **** | **** | 1,750 | **** | **** | 1,751 | **** | **** | 1,772 | **** |
| Franchise/area license restaurants opened: | ||||||||||||
| Domestic franchise | 14 | 13 | 34 | 35 | ||||||||
| Domestic area license | 1 | — | 3 | 2 | ||||||||
| International franchise | 4 | 1 | 14 | 3 | ||||||||
| Total franchise/area license restaurants opened | 19 | 14 | 51 | 40 | ||||||||
| Franchise/area license restaurants closed: | ||||||||||||
| Domestic franchise | (2 | ) | (12 | ) | (14 | ) | (47 | ) | ||||
| Domestic area license | (1 | ) | — | (3 | ) | (3 | ) | |||||
| International franchise | (1 | ) | (1 | ) | (4 | ) | (10 | ) | ||||
| International area license | — | — | — | (1 | ) | |||||||
| Total franchise/area license restaurants closed | (4 | ) | (13 | ) | (21 | ) | (61 | ) | ||||
| Net franchise/area license restaurant development (reduction) | **** | 15 | **** | **** | 1 | **** | **** | 30 | **** | **** | (21 | ) |
| Refranchised from Company restaurants | — | 3 | — | 4 | ||||||||
| Franchise restaurants reacquired by the Company | — | — | — | (1 | ) | |||||||
| Net franchise/area license restaurant additions (reductions) | **** | 15 | **** | **** | 4 | **** | **** | 30 | **** | **** | (18 | ) |
| Franchise | 1,625 | 1,595 | 1,625 | 1,595 | ||||||||
| Area license | 156 | 156 | 156 | 156 | ||||||||
| Company | — | — | — | — | ||||||||
| Total IHOP restaurants, end of period | **** | 1,781 | **** | **** | 1,751 | **** | **** | 1,781 | **** | **** | 1,751 | **** |
| Domestic | 1,677 | 1,657 | 1,677 | 1,657 | ||||||||
| International | 104 | 94 | 104 | 94 |
The restaurant counts and activity presented above do not include seven domestic Applebee’s ghost kitchens (small kitchens with no store-front presence, used to fill off-premise orders), 15 international Applebee’s ghost kitchens and 42 international IHOP ghost kitchens at December 31, 2022. There were three domestic and 13 international Applebee’s ghost kitchens and 39 international IHOP ghost kitchens at December 31, 2021.